6-K
Giga Metals Corp (GIGGF)
UNITED STATESSECURITIES 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 June 2020
Commission File Number: 000-52326
GIGA METALS CORPORATION (Translation of registrant's name into English)
Suite 203, 700 West Pender Street, Vancouver, BC V6C 1G8 (Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
[ x ] Form 20-F [ ] Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
SUBMITTED HEREWITH
Exhibits
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.
| Giga Metals Corporation | ||
|---|---|---|
| (Registrant) | ||
| Date: June 1, 2020 | By: | /s/ Mark Jarvis |
| Mark Jarvis | ||
| Title: | President and CEO |
Giga Metals Corporation: Exhibit 99.1 - Filed by newsfilecorp.com
Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2020
Unaudited - Expressed in Canadian Dollars
NOTICE TO READER
Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.
The accompanying unaudited condensed consolidated interim financial statements have been prepared by and are the responsibility of the management.
The Company's independent auditor has not performed a review of these financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor.
"Mark Jarvis"
President and Chief Executive Officer
Giga Metals Corporation Condensed Interim Consolidated Statements of Financial Position As at March 31, 2020 and December 31, 2019 (Unaudited - Expressed in Canadian Dollars)
| Notes | March 31, 2020 | December 31, 2019 | |
|---|---|---|---|
| ASSETS | |||
| Current assets | |||
| Cash and cash equivalents | 513,304 | 1,640,642 | |
| Receivables | 3 | 1,042,546 | 1,071,018 |
| Prepaid expenses and deposits | 96,309 | 64,365 | |
| 1,652,159 | 2,776,025 | ||
| Non-current assets | |||
| Reclamation deposits | 232,000 | 232,000 | |
| Equipment and right of use assets | 4 | 316,685 | 341,163 |
| Exploration and evaluation assets | 5 | 4,936,527 | 4,390,312 |
| 5,485,212 | 4,963,475 | ||
| TOTAL ASSETS | 7,137,371 | 7,739,500 | |
| LIABILITIES | |||
| Current liabilities | |||
| Trade payables and accrued liabilities | 6 | 222,565 | 383,785 |
| Lease obligation - short-term | 7 | 79,001 | 76,070 |
| 301,566 | 459,855 | ||
| Non-current liabilities | |||
| Lease obligation - long-term | 7 | 196,681 | 217,394 |
| Asset retirement obligations | 200,000 | 200,000 | |
| 396,681 | 417,394 | ||
| TOTAL LIABILITIES | 698,247 | 877,249 | |
| EQUITY | |||
| Share capital | 8 | 55,091,542 | 55,091,542 |
| Share-based payment reserve | 9 | 7,769,339 | 7,763,393 |
| Deficit | (56,421,757 | (55,992,684 | |
| TOTAL EQUITY | 6,439,124 | 6,862,251 | |
| TOTAL LIABILITIES AND EQUITY | 7,137,371 | 7,739,500 |
All values are in US Dollars.
Nature and continuance of operations (Note 1)
Commitments (Note 7 and 8)
| APPROVED BY: | |||
|---|---|---|---|
| DIRECTOR | "MARK JARVIS" | DIRECTOR | "LYLE DAVIS" |
See accompanying notes to the condensed interim consolidated financial statements
Giga Metals Corporation Condensed Interim Consolidated Statements of Comprehensive (Loss) Income For the three months ended March 31, 2020 and 2019 Unaudited - Expressed in Canadian Dollars
| **** | Notes | 2020 | 2019 |
|---|---|---|---|
| Operating expenses | |||
| Amortization | 4 | 24,478 | 3,636 |
| Consulting fees | 154,354 | 52,217 | |
| Corporate communications and investor relations | 46,391 | 77,058 | |
| Legal, accounting and audit | 10 | 56,090 | 29,614 |
| Management and directors' fees | 10 | 83,647 | 44,637 |
| Office and general | 34,573 | 82,895 | |
| Travel and accommodation | 28,774 | 31,382 | |
| Stock-based compensation | 8,10 | 5,946 | 82,209 |
| 434,253 | 403,648 | ||
| Other items | |||
| Interest income | (2,620 | (864 | |
| Finance charge on lease | 8,483 | - | |
| Income from sublease of office | 7 | (11,043 | (7,037 |
| Realized loss on sale of marketable securities | - | 274,647 | |
| Change in fair value of marketable securities | - | (1,020,020 | |
| (5,180 | (753,274 | ||
| (Loss) income and comprehensive (loss) income for the period | **** | (429,073 | 349,626 |
| (Loss) income per share - basic and diluted | 8 | (0.01 | 0.01 |
| Weighted average number of shares outstanding - basic | 8 | 55,494,015 | 43,176,237 |
| Weighted average number of shares outstanding - diluted | 8 | 55,494,015 | 55,244,791 |
All values are in US Dollars.
See accompanying notes to the condensed interim consolidated financial statements
Giga Metals Corporation Condensed Interim Consolidated Statement of Changes in Equity For the three months ended March 31, 2020 and 2019 Unaudited - Expressed in Canadian Dollars
| Share capital | ||||||
|---|---|---|---|---|---|---|
| Notes | Number of shares<br># | Amount<br>$ | Share-based payment reserve | Deficit | Total | |
| Balance at December 31, 2018 | 43,149,015 | 53,870,374 | 7,255,441 | (54,329,010 | 6,796,805 | |
| Exercise of options | 175,000 | 21,078 | (3,578 | - | 17,500 | |
| Stock-based compensation | - | - | 82,209 | - | 82,209 | |
| Comprehensive income for the period | - | - | - | 349,626 | 349,626 | |
| Balance at March 31, 2019 | 43,324,015 | 53,891,452 | 7,334,072 | (53,979,384 | 7,246,140 | |
| Exercise of warrants | 11,970,000 | 1,176,000 | - | - | 1,176,000 | |
| Exercise of options | 200,000 | 24,090 | (4,090 | - | 20,000 | |
| Stock-based compensation | - | - | 433,411 | - | 433,411 | |
| Comprehensive loss for the period | - | - | - | (2,013,300 | (2,013,300 | |
| Balance at December 31, 2019 | 55,494,015 | 55,091,542 | 7,763,393 | (55,992,684 | 6,862,251 | |
| Stock-based compensation | 8 | - | - | 5,946 | - | 5,946 |
| Comprehensive loss for the period | - | - | - | (429,073 | (429,073 | |
| Balance at March 31, 2020 | **** | 55,494,015 | 55,091,542 | 7,769,339 | (56,421,757 | 6,439,124 |
All values are in US Dollars.
See accompanying notes to the condensed interim consolidated financial statements
Giga Metals Corporation Condensed Interim Consolidated Statements of Cash Flows For the three months ended March 31, 2020 and 2019 Unaudited - Expressed in Canadian Dollars
| **** | 2020 | 2019 |
|---|---|---|
| Operating activities | ||
| (Loss) income for the period | (429,073 | 349,626 |
| Adjustments for: | ||
| Amortization | 24,478 | 3,636 |
| Stock-based compensation | 5,946 | 82,209 |
| Realized loss on sale of marketable securities | - | 274,647 |
| Change in fair value of marketable securities | - | (1,020,020 |
| Changes in non-cash working capital items: | ||
| Receivables | 28,472 | 175,701 |
| Prepaid expenses and deposits | (31,944 | 98,926 |
| Trade payables and accrued liabilities | 56,708 | (45,515 |
| Net cash flows used in operating activities | (345,413 | (80,790 |
| Investing activities | ||
| Expenditures on exploration and evaluation assets | (764,143 | (403,914 |
| Net cash flows used in investing activities | (764,143 | (403,914 |
| Financing activities | ||
| Proceeds on issuance of common shares | - | 17,500 |
| Proceeds from the sale of marketable securities, net of costs | - | 341,033 |
| Principal repayment of lease obligation | (17,782 | - |
| Net cash flows (used in) from financing activities | (17,782 | 358,533 |
| Decrease in cash and cash equivalents | (1,127,338 | (126,171 |
| Cash and cash equivalents, beginning | 1,640,642 | 405,849 |
| Cash and cash equivalents, ending | 513,304 | 279,678 |
| Cash | 266,153 | 268,178 |
| Cash equivalents | 247,151 | 11,500 |
All values are in US Dollars.
Supplemental cash flow information (Note 12)
See accompanying notes to the condensed interim consolidated financial statements
| Giga Metals Corporation<br>Notes to the Condensed Interim Consolidated Financial Statements<br>Unaudited - Expressed in Canadian Dollars<br>For the three months ended March 31, 2020 and 2019 |
|---|
1. Nature and continuance of operations
Giga Metals Corporation (the "Company" or "Giga Metals") was incorporated on January 17, 1983, under the laws of the province of British Columbia, Canada, and its principal activity is the acquisition and exploration of mineral properties in Canada. The Company's common shares are listed for trading on the TSX Venture Exchange ("TSXV") under the symbol "GIGA" and the OTCQB under the symbol "HNCKF".
The head office, principal address and records office of the Company are located at 700 West Pender Street, Suite 203, Vancouver, British Columbia, Canada, V6C 1G8. The Company's registered address is 885 West Georgia Street, Suite 800, Vancouver, British Columbia, Canada, V6C 3H1.
These condensed interim consolidated financial statements have been prepared on the assumption that the Company and its subsidiary will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. As at March 31, 2020, the Company's accrued deficit was $56,421,757, the Company had not advanced its mineral properties to commercial production and the Company has no other source of revenue from its operations. The Company's continuation as a going concern is dependent upon the successful results from its mineral property exploration activities and its ability to attain profitable operations and generate funds there from and/or raise equity capital or borrowings sufficient to meet current and future obligations.
During the quarter, there was a global pandemic outbreak of COVID-19. The actual and threatened spread of the virus globally has had a material adverse effect on the global economy and; specifically, the regional economies in which the Company operates. The pandemic could continue to have a negative impact on the stock market, including trading prices of the Company's shares and its ability to raise new capital. These factors, among others, could have a significant impact on the Company's operations. These material uncertainties may cast significant doubt upon the Company's ability to continue as a going concern.
2. Basis of preparation
These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") applicable to the preparation of interim financial statements, including IAS 34 - Interim Financial Reporting. These condensed interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2019 which have been prepared in accordance with IFRS as issued by the IASB.
In the preparation of these interim condensed consolidated financial statements, the Company has used the same accounting policies and methods of computation as in the annual consolidated financial statements for the year ended December 31, 2019.
The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
References herein to "$" are to the Canadian dollar and "US$" are to the United States dollar.
These condensed interim consolidated financial statements were approved by the Board of Directors on May 29, 2020.
| Giga Metals Corporation<br>Notes to the Condensed Interim Consolidated Financial Statements<br>Unaudited - Expressed in Canadian Dollars<br>For the three months ended March 31, 2020 and 2019 |
|---|
3. Receivables
| March 31,2020<br>$ | December 31, 2019<br>$ | |
|---|---|---|
| Goods and Service sales tax | 30,242 | 61,021 |
| British Columbia mining tax credits | 1,007,373 | 1,007,373 |
| Interest receivable and other receivables | 4,931 | 2,624 |
| 1,042,546 | 1,071,018 |
4. Equipment and right of use assets
| Right of use assets - leases<br>$ | **** <br>Motor <br>Vehicles<br>$ | **** <br>Computer equipment<br>$ | Exploration and office equipment<br>$ | **** <br>Total<br>$ | |
|---|---|---|---|---|---|
| Cost: | |||||
| At December 31, 2019 | 347,048 | 45,652 | 78,294 | 63,991 | 534,985 |
| Additions | - | - | - | - | - |
| At March 31, 2020 | 347,048 | 45,652 | 78,294 | 63,991 | 534,985 |
| Depreciation: | |||||
| At December 31, 2019 | 65,073 | 30,366 | 40,285 | 58,098 | 193,822 |
| Charge for the period | 21,691 | 1,147 | 1,344 | 296 | 24,478 |
| At March 31, 2020 | 86,764 | 31,513 | 41,629 | 58,394 | 218,300 |
| Net book value: | |||||
| At December 31, 2019 | 281,975 | 15,286 | 38,009 | 5,893 | 341,163 |
| At March 31, 2020 | 260,284 | 14,139 | 36,665 | 5,597 | 316,685 |
| Giga Metals Corporation<br>Notes to the Condensed Interim Consolidated Financial Statements<br>Unaudited - Expressed in Canadian Dollars<br>For the three months ended March 31, 2020 and 2019 | |||||
| --- |
5. Exploration and evaluation assets
The Company's deferred exploration costs are as follows:
| **** | Balance,December 31, | Change in year | Balance,December 31, | Change in period | Balance, March 31, |
|---|---|---|---|---|---|
| **** | 2018 | 2019 | 2019 | 2020 | 2020 |
| Mineral property interests | 179,500 | - | 179,500 | - | 179,500 |
| Assays and testing | 2,299,514 | 40,236 | 2,339,750 | 5,751 | 2,345,501 |
| Claims renewal / staking | 471,644 | 7,555 | 479,199 | - | 479,199 |
| Drilling | 14,343,279 | 18,478 | 14,361,757 | - | 14,361,757 |
| Environmental studies | 1,671,686 | 143,935 | 1,815,621 | 13,951 | 1,829,572 |
| Exploration data management | 955,078 | 10,142 | 965,220 | 5,419 | 970,639 |
| First Nations | 221,024 | 29,444 | 250,468 | 24,476 | 274,944 |
| Geochemistry | 111,066 | - | 111,066 | - | 111,066 |
| Geological and engineering services | 9,606,491 | 903,283 | 10,509,774 | 306,423 | 10,816,197 |
| Geophysical services | 801,643 | - | 801,643 | - | 801,643 |
| Metallurgy | 4,124,650 | 437,133 | 4,561,783 | 203,414 | 4,765,197 |
| Petrographic work | 43,957 | - | 43,957 | - | 43,957 |
| Project management | 106,015 | - | 106,015 | - | 106,015 |
| Survey, mapping and camp | 2,574,205 | 196,228 | 2,770,433 | 26,208 | 2,796,641 |
| Transportation | 2,877,751 | 107,190 | 2,984,941 | 2,955 | 2,987,896 |
| Advances | - | 71,645 | 71,645 | (42,382 | 29,263 |
| Cost recovery | (56,480 | - | (56,480 | - | (56,480 |
| Asset retirement obligations | - | 200,000 | 200,000 | - | 200,000 |
| Property impairments | (33,058,924 | - | (33,058,924 | - | (33,058,924 |
| BC refundable mining tax credits | (3,100,268 | (108,226 | (3,208,494 | - | (3,208,494 |
| Federal non-refundable mining tax credits, net of valuation allowance | (61,185 | - | (61,185 | - | (61,185 |
| Book value at date of sale of net smelter royalty | (1,777,377 | - | (1,777,377 | - | (1,777,377 |
| 2,333,269 | 2,057,043 | 4,390,312 | 546,215 | 4,936,527 |
All values are in US Dollars.
The Company has a 100% interest in certain mineral claims, located along the Turnagain River in British Columbia, Canada. One claim is subject to a 4% net smelter return royalty ("NSR"). The Company has the option to purchase all or part of the NSR within four years of commercial production for a price of $1,000,000 per 1% NSR.
| Giga Metals Corporation<br>Notes to the Condensed Interim Consolidated Financial Statements<br>Unaudited - Expressed in Canadian Dollars<br>For the three months ended March 31, 2020 and 2019 |
|---|
In July 2018, the Company sold a 2% NSR on all future metal production from the Turnagain Nickel-Cobalt Project. The Company has the right to repurchase 0.5% of the 2% NSR ("Repurchase Option") for US$20 million, which if exercised would result in a 1.5% remaining NSR. The one-time Repurchase Option is only exercisable prior to the fifth anniversary of the NSR Agreement. The purchaser of the NSR has a right of first refusal on any future sale by Giga Metals of a royalty or product stream or similar instrument.
6. Trade payables and accrued liabilities
| March 31, 2020<br>$ | December 31,2019<br>$ | |
|---|---|---|
| Trade payables | 175,592 | 235,421 |
| Accrued liabilities | 46,973 | 148,364 |
| 222,565 | 383,785 |
7. Lease obligations
The Company entered into an office lease in April 1, 2019 and the Company recognized a lease obligation with respect to the lease. The terms and the outstanding balances as at March 31, 2020 and December 31, 2019 are as follows:
| March 31, 2020 | December 31,2019 | |
|---|---|---|
| Right-of-use asset from office lease repayable in monthly instalments of $8,755 and an interest rate of 12.5% per annum and an end date of March 31, 2023 | 275,682 | 293,464 |
| Less: current portion | (79,001 | (76,070 |
| Non-current portion | 196,681 | 217,394 |
All values are in US Dollars.
The following is a schedule of the Company's future minimum lease payments related to the office lease obligation:
| March 31, 2020 | |
|---|---|
| 2020 | 107,441 |
| 2021 | 109,823 |
| 2022 | 112,204 |
| 2023 | - |
| 2024 | - |
| Total minimum lease payments | 329,468 |
| Less: imputed interest | (53,786 |
| Total present value of minimum lease payments | 275,682 |
| Less: current portion | (79,001 |
| Non-current portion | 196,681 |
All values are in US Dollars.
| Giga Metals Corporation<br>Notes to the Condensed Interim Consolidated Financial Statements<br>Unaudited - Expressed in Canadian Dollars<br>For the three months ended March 31, 2020 and 2019 |
|---|
The Company subleases part of their office space to other companies. One sublease with a related party (Note 10) is month to month lease at a rate of $2,346 per month and one sublease is for a period of four years at $1,335 per month. The total lease income from the subleasing of the office for the three months ended March 31, 2020 was $11,043 (2019 - $7,037).
8. Share capital
Authorized share capital
Unlimited number of common shares without par value.
Issued share capital
At March 31, 2020, there were 55,494,015 issued and fully paid common shares (December 31, 2019 - 55,494,015).
Financings
During the three months ended March 31, 2020 and 2019, the Company did not complete any equity financings.
Basic and diluted loss per share
The following table reconciles our basic and diluted (loss) income per share:
| Three monthsended March 31, 2020 | Three months ended March 31, 2019 | ||||
|---|---|---|---|---|---|
| (Loss) income for the period | $ | (429,073 | ) | $ | 349,626 |
| Weighted average number of shares outstanding | 55,494,015 | 43,176,237 | |||
| Dilutive effect of options and warrants | - | 12,068,553 | |||
| Weighted average diluted shares outstanding | 55,494,015 | 55,244,791 | |||
| Basic (loss) income per share | $ | (0.01 | ) | $ | 0.01 |
| Diluted (loss) income per share | $ | (0.01 | ) | $ | 0.01 |
The Company made a loss during the three months ended March 31, 2020. Therefore, basic and diluted loss per share is the same as the impact of stock options and warrants on loss per share would be anti-dilutive.
Stock options
The Company has adopted an incentive stock option plan, which provides that the Board of Directors of the Company may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers, employees and technical consultants to the Company, non-transferable stock options to purchase common shares, provided that the number of common shares reserved for issuance will not exceed 10% of the Company's issued and outstanding common shares. Such options will be exercisable for a period of up to 5 years from the date of grant. In connection with the foregoing, the number of common shares reserved for issuance to any one optionee will not exceed five percent (5%) of the issued and outstanding common shares and the number of common shares reserved for issuance to all investor relations and technical consultants will not exceed two percent (2%) of the issued and outstanding common shares. Options may be exercised no later than 90 days following cessation of the optionee's position with the Company or 30 days following cessation of an optionee conducting investor relations activities' position.
| Giga Metals Corporation<br>Notes to the Condensed Interim Consolidated Financial Statements<br>Unaudited - Expressed in Canadian Dollars<br>For the three months ended March 31, 2020 and 2019 |
|---|
On exercise, each option allows the holder to purchase one common share of the Company. The changes in options during the three months ended March 31, 2020 and the year ended December 31, 2019 are as follows:
| Three months ended March 31, 2020 | Year ended <br>December 31, 2019 | ||||||
|---|---|---|---|---|---|---|---|
| Number of options | Weighted average exercise price | Number of options | Weighted average exercise price | ||||
| Options outstanding, beginning | 5,535,000 | $ | 0.34 | 3,960,000 | $ | 0.36 | |
| Options granted | - | 2,175,000 | 0.30 | ||||
| Options exercised | - | (375,000 | ) | 0.10 | |||
| Options expired/forfeited | - | (225,000 | ) | 0.64 | |||
| Options outstanding, ending | 5,535,000 | $ | 0.34 | 5,535,000 | $ | 0.34 | |
| Options exercisable, ending | 5,528,750 | $ | 0.35 | 5,253,750 | $ | 0.34 |
Details of options outstanding as at March 31, 2020 are as follows:
| Exercise price | Weighted average contractual life | Number of options<br><br> <br>outstanding |
|---|---|---|
| $0.10 | 1.25 years | 975,000 |
| $0.20 | 4.08 years | 1,000,000 |
| $0.22 | 2.45 years | 100,000 |
| $0.30 | 3.55 years | 250,000 |
| $0.35 | 3.70 years | 860,000 |
| $0.40 | 3.09 years | 775,000 |
| $0.45 | 4.63 years | 400,000 |
| $0.55 | 2.85 years | 500,000 |
| $0.60 | 2.77 years | 600,000 |
| $0.80 | 2.63 years | 75,000 |
| $0.34 | 3.10 years | 5,535,000 |
Stock-based compensation
During the three months ended March 31, 2020, the Company recorded $5,946 (2019 - $82,209) of stock-based compensation to the statement of comprehensive loss based on the vesting of stock options granted.
Warrants
On exercise, each warrant allows the holder to purchase one common share of the Company. The changes in warrants outstanding during the three months ended March 31, 2020 and the year ended December 31, 2019 are as follows:
| Giga Metals Corporation<br>Notes to the Condensed Interim Consolidated Financial Statements<br>Unaudited - Expressed in Canadian Dollars<br>For the three months ended March 31, 2020 and 2019 | |||||||
|---|---|---|---|---|---|---|---|
| Three months ended March 31, 2020 | Year ended December 31, 2019 | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Number of warrants | Average exercise price | Number of warrants | Average exercise price | ||||
| Warrants outstanding, beginning | 11,870,000 | $ | 0.29 | 23,876,800 | $ | 0.20 | |
| Warrants issued | - | - | |||||
| Warrants exercised | - | (11,970,000 | ) | 0.10 | |||
| Warrants expired | - | (36,800 | ) | 0.70 | |||
| Warrants outstanding, ending | 11,870,000 | $ | 0.29 | 11,870,000 | $ | 0.29 |
Details of warrants outstanding as at December 31, 2019 are as follows:
| Exercise price | Weighted average contractual life | Number of warrants outstanding |
|---|---|---|
| $0.08 | 0.42 years | 5,508,333 |
| $0.10 | 1.00 years | 975,000 |
| $0.45 | 0.57 years | 3,375,000 |
| $0.70 | 0.74 years | 2,011,667 |
| $0.29 | 0.56 years | 11,870,000 |
9. Share-based payment reserve
The share-based payment reserve records items recognized as stock-based compensation expense and the fair value of agent's warrants until such time that the stock options or warrants are exercised, at which time the corresponding amount will be transferred to share capital.
10. Related party transactions
| For the three months ended March 31, | ||
|---|---|---|
| 2020<br>$ | 2019<br>$ | |
| Accounting fees | 8,279 | 5,797 |
| Directors' fees | 22,500 | 4,500 |
| Management fees | 57,000 | 37,500 |
| Stock-based compensation | - | 68,857 |
| 87,779 | 116,654 |
There was $14,942 owing to related parties at March 31, 2020 (December 31, 2019 - $2,284) included in accounts payable. The balances owing are unsecured, non-interest bearing, and have no specific terms of repayment.
Key management includes the Chief Executive Officer, the Chief Financial Officer and the directors of the Company. Compensation paid or payable to key management for services during the three months ended March 31, 2020 amounted to $74,279 (2019 - $34,297) for short-term benefits and $nil (2019 - $68,857) for stock-based compensation.
The Company has a month to month office sublease with a company with common directors (Note 7).
| Giga Metals Corporation<br>Notes to the Condensed Interim Consolidated Financial Statements<br>Unaudited - Expressed in Canadian Dollars<br>For the three months ended March 31, 2020 and 2019 |
|---|
11. Financial instruments and financial risk management
The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's primary exposure to credit risk is on its cash held in bank accounts. All of the cash is deposited in bank accounts held with one major bank in Canada. Since all of the Company's cash is held by one bank there is a concentration of credit risk. This risk is managed by using major banks that are high credit quality financial institutions as determined by rating agencies. The Company's secondary exposure to risk is on its other receivables. This risk is minimal as receivables consist primarily of refundable government taxes.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company's normal operating requirements on an ongoing basis. The Company ensures that there are sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash and cash equivalents as well as the timing of British Columbia mining tax credits.
Historically, the Company's sole source of funding has been the issuance of equity securities for cash, primarily through private placements. The Company's access to financing is always uncertain. There can be no assurance of continued access to significant equity funding.
The following is an analysis of the contractual maturities of the Company's non-derivative financial liabilities as at March 31, 2020:
| Within one year | Between one and five years | More than <br>five years | ||||
|---|---|---|---|---|---|---|
| Trade payables and accrued liabilities | $ | 222,565 | $ | - | $ | - |
| Lease obligation | 79,001 | 196,681 | - | |||
| Asset retirement obligations | - | - | 200,000 | |||
| $ | 301,566 | $ | 196,681 | $ | 200,000 |
Foreign exchange risk
Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company has exposure to foreign exchange risk with respect to its cash balances. As at March 31, 2020, the Company had cash held in US dollars of US$45,111.
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company does not have any significant interest rate risk.
| Giga Metals Corporation<br>Notes to the Condensed Interim Consolidated Financial Statements<br>Unaudited - Expressed in Canadian Dollars<br>For the three months ended March 31, 2020 and 2019 |
|---|
Other Price Risk
Other price risk is the risk that the fair value of a financial instrument changes due to market risks other than foreign exchange risk or interest rate risk. The Company has no exposure to this risk.
Classification of financial instruments
Financial assets included in the statement of financial position are as follows:
| March 31, <br>2020<br>$ | December 31, 2019<br>$ | |
|---|---|---|
| Amortized cost: | ||
| Interest receivable | 1,138 | 860 |
| Reclamation deposits | 232,000 | 232,000 |
| Fair value through profit or loss: | ||
| Cash and cash equivalents | 513,304 | 1,640,642 |
| 746,442 | 1,873,502 |
Financial liabilities included in the statement of financial position are as follows:
| March 31, <br>2020<br>$ | December 31, 2019<br>$ | |
|---|---|---|
| Amortized cost: | ||
| Trade payables and accrued liabilities | 222,565 | 383,785 |
| Lease obligation | 275,682 | 293,464 |
| Asset retirement obligations | 200,000 | 200,000 |
| 698,247 | 877,249 |
Fair value
The fair value of the Company's financial assets and liabilities approximates the carrying amount. Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
- Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;
- Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
- Level 3 - Inputs that are not based on observable market data.
The following is an analysis of the Company's financial assets measured at fair value as at March 31, 2020 and December 31, 2019:
| As at March 31, 2020 | ||||||
|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | ||||
| Cash and cash equivalents | $ | 513,304 | $ | - | $ | - |
| Total | $ | 513,304 | $ | - | $ | - |
| Giga Metals Corporation<br>Notes to the Condensed Interim Consolidated Financial Statements<br>Unaudited - Expressed in Canadian Dollars<br>For the three months ended March 31, 2020 and 2019 | ||||||
| --- | ||||||
| As at December 31, 2019 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Level 1 | Level 2 | Level 3 | ||||
| Cash and cash equivalents | $ | 1,640,642 | $ | - | $ | - |
| Total | $ | 1,640,642 | $ | - | $ | - |
12. Supplemental cash flow information
Investing and financing activities that do not have a direct impact on current cash flows are excluded from the statements of cash flows. During the three months ended March 31, 2020, the following transactions were excluded from the statement of cash flows:
a) Exploration and evaluation asset expenditures of $97,669 included in accounts payable and accrued liabilities at March 31, 2020, less expenditures included in accounts payable at December 31, 2019 of $315,597 (net inclusion of $217,928); and,
b) Exploration and evaluation asset recovery of $1,007,373 included in receivables at March 31, 2020 and December 31, 2019.
During the three months ended March 31, 2019, the following transactions were excluded from the statement of cash flows:
a) Exploration and evaluation asset expenditures of $63,200 included in accounts payable and accrued liabilities at March 31, 2019, less expenditures included in accounts payable at December 31, 2018 of $216,360 (net inclusion of $153,160); and,
b) Exploration and evaluation asset recovery of $899,147 included in receivables at March 31, 2019 and December 31, 2018.
13. Segmented information
Operating segments
The Company operates in a single reportable operating segment - the acquisition, exploration and development of mineral properties.
Geographic segments
All of the Company's assets are located in Canada.
Giga Metals Corporation: Exhibit 99.2 - Filed by newsfilecorp.com
MANAGEMENT'S DISCUSSION AND ANALYSIS
The following information, prepared as of June 1, 2020, should be read in conjunction with the condensed interim consolidated financial statements of Giga Metals Corporation (the "Company") for the three months ended March 31, 2020, together with the audited consolidated financial statements of the Company for the year ended December 31, 2019 and the accompanying management's Discussion and Analysis (the "Annual MD&A") for that fiscal year. The referenced consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"). All amounts are expressed in Canadian dollars unless otherwise stated.
Forward-Looking Statements and Risk Notice
This MD&A is a review of the Company's operations and financial position as at and for the three months ended March 31, 2020 and plans for the future based on facts and circumstances as of June 1, 2020. Except for statements of historical fact relating to the Company, including our 100% interest in the Turnagain Property, certain information contained herein constitutes forwarding-looking statements. When we discuss: mine plans; our costs and timing of current and proposed exploration; development; production and marketing; capital expenditures; cash flow; working capital requirements; and the requirement for additional capital; operations; revenue; margins and earnings; future prices of nickel and cobalt; foreign currency exchange rates; future accounting changes; or other things that have not yet happened in this review we are making statements considered to be forward-looking statements under Canadian and United States securities laws. We refer to them in this review as forward-looking information. The forward-looking information in this review typically includes words and phrases about the future, such as: plan, expect, forecast, intend, anticipate, estimate, budget, scheduled, believe, may, could, would, might and will. We can give no assurance that the forward-looking information will prove to be accurate. It is based on a number of assumptions management believes to be reasonable, including but not limited to: the continued operation of the Company's operations, no material adverse change in the market price of commodities and exchange rates and such other assumptions and factors as set out herein. It is also subject to risks associated with our business, including but not limited to risk inherent in the mining and metals business; commodity price fluctuations and hedging; competition for mining properties; sale of products and future market access; mineral reserves and recovery estimates; currency fluctuations; interest rate risk; financing risk; environment risk; legal proceedings; and other risks that are set out in our annual information form and below. If our assumptions prove to be incorrect or risks materialize, our actual results and events may vary materially from what we currently expect as set out in this review. We recommend that you review our annual information form and this Management's Discussion and Analysis, which include a discussion of material risks that could cause actual results to differ materially from our current expectations. Forward-looking information is designed to help you understand management's current views of our near and longer term prospects, and it may not be appropriate for other purposes. We will not necessarily update this information unless we are required to be securities laws.
During the current period, there was a global pandemic outbreak of COVID-19. The actual and threatened spread of the virus globally has had a material adverse effect on the global economy and; specifically, the regional economies in which the Company operates. The pandemic could continue to have a negative impact on the stock market, including trading prices of the Company's shares and its ability to raise new capital. These factors, among others, could have a significant impact on the Company's operations.
Scientific and technical information disclosed in this document has been reviewed and approved by Greg Ross, P. Geo., a Qualified Person consistent with NI 43-101.
Overall Performance
The Company has a 100% interest in the Turnagain Nickel property located in the Liard Mining Division in northern British Columbia, approximately 65 km east of Dease Lake. The 71 claims that comprise the Turnagain property are contiguous, and as of the date of this report, total approximately 37,979 hectares. The 65 claims comprising the core areas of the Turnagain property total 33,220 hectares and have assessment work applied resulting in expiry dates ranging from May 2027 to December 2029. One non-core claim contiguous to the main property that was staked in January 2018 of 742 hectares currently has an expiry date of August 2023. Five non-core contiguous claims staked in October 2019 totalling 4,017 hectares currently have an expiry date of October 2020.
The Turnagain project was not actively explored between 2011 and 2018 due to low nickel prices and difficult financial conditions. The price of nickel improved in 2017, and during the third quarter of 2017, the Company completed equity financings allowing the Company to conduct an exploration program in the summer of 2018.
The Company started its 2018 exploration program in July 2018 with the commencement of archaeological and wildlife surveys and the arrival of drill rigs on site. On October 30, 2018, the Company provided an update on the 2018 exploration program.
The company finalized its 2018 field work program on October 18, 2018, having completed a total of 10,835 metres of core drilling in forty holes (hole numbers DDH18-267 to DDH18-306). On January 30, 2019, the Company announced analytical results from 38 of the 40 holes and the results for the remaining 2 holes were released on February 25, 2019. ALS Global in North Vancouver and TSL Laboratories in Saskatoon were the analytical providers.
Most of the drilling was conducted to collect data in support of advancing the project to the Pre-Feasibility stage.
The 2018 work program included:
- Two exploration holes totaling 1,119.8 metres in the platinum-enriched Attic Zone.
- Thirteen metallurgical infill holes totaling 3,073.0 metres within the Horsetrail and Northwest zones of the Turnagain deposit.
- Twenty-three infill holes totaling 5,866.9 metres, sited between the Horsetrail and Northwest zones to increase sample densities to allow for a reclassification of those portions of the deposit currently categorized as inferred resources to indicated resources.
- Two exploration holes totaling 775.1 metres in the MAG Zone roughly 5.6 kilometres northwest of Horsetrail deposit.
The Company is continuing to advance the project through ongoing:
- Consultation with the Tahltan First Nation and Kaska Dena communities.
- Geotechnical, environmental and archaeological studies, including the establishment of remote water and wildlife monitoring stations and the re-establishment of surface and groundwater monitoring programs.
- Metallurgical optimization and the Turnagain Mine project design engineering studies.
Refer to the January 30, 2019 and February 25, 2019 news releases for details of the analytical results. The analytical results reported demonstrate the remarkable continuity of mineralization in the Horsetrail and Northwest zones.
On July 31, 2018, the Company closed the sale of a 2% Net Smelter Return ("NSR") royalty on all future nickel and cobalt production from the Turnagain Nickel-Cobalt Project to Cobalt 27 Capital Corp. ("Cobalt 27" now Conic Metals Corp.) for consideration of US$1,000,000 in cash (received) and 1,125,000 Cobalt 27 common shares (received) at $7.40 per share for a fair value of $8,325,000.
In spring and summer of 2019, the Company began metallurgical test work, including comminution, flow sheet development, and variability testing. Additionally, field work has begun for geotechnical and geochemical investigations in support of low-grade stockpile and waste rock storage design. Environmental baseline data continue to be collected.
On July 29, 2019, the Company announced that Natural Resources Canada ("NRCan") has agreed to be part of a consortium of government agencies and industry partners, including GIGA, that have agreed to fund a research initiative investigating carbon dioxide (CO2) sequestration in silicate mine residue, including ultramafic residue from mineral deposits such as GIGA's Turnagain nickel-cobalt deposit. A total of $3.5 million has been committed to the project, including $2 million from NRCan with the balance from other government geoscience agencies and from industry. More than a decade of research by project lead Dr. Greg Dipple has shown that silicate mineral residue, when exposed to the atmosphere, absorbs CO2 and converts it to carbonate minerals, and the CO2 would remain locked in the carbonates over geological time scales. There is a real possibility that the Turnagain project, if developed into a mine, could achieve our goal of being carbon neutral. Refer to the news release for further details.
On September 19, 2019, the Company announced its updated NI 43-101 mineral resource estimate based on an additional 36 infill drill holes totaling 8,940 metres drilled in 2018 in the areas of the conceptual open pit described in the Preliminary Economic Assessment dated December, 2011 by AMC Consultants of Vancouver, B.C., and by updated geological modeling supported by core logs, rock geochemistry, mapping, alteration modeling and other information. The updated resource estimate increased Measured plus Indicated resources at Turnagain by 24% to 1.07 billion tonnes, while contained nickel increased by 28.3% to 5.2 billion pounds.
On October 15, 2019, a project update news release was issued on metallurgical and engineering work on the Turnagain project. On February 12, 2020 a further news release was issued noting that metallurgical test work is ongoing and the new results will be included in an updated Preliminary Economic Assessment with an expected completion date in the second half of 2020. Refer to the news releases for details.
Turnagain Nickel-Cobalt Project
| Balance, December 31, | Change in period | Balance, March 31, | |
|---|---|---|---|
| 2019 | 2020 | 2020 | |
| Mineral property interests | 179,500 | - | 179,500 |
| Assays and testing | 2,339,750 | 5,751 | 2,345,501 |
| Claims renewal / staking | 479,199 | - | 479,199 |
| Drilling | 14,361,757 | - | 14,361,757 |
| Environmental studies | 1,815,621 | 13,951 | 1,829,572 |
| Exploration data management | 965,220 | 5,419 | 970,639 |
| First Nations | 250,468 | 24,476 | 274,944 |
| Geochemistry | 111,066 | - | 111,066 |
| Geological and engineering services | 10,509,774 | 306,423 | 10,816,197 |
| Geophysical services | 801,643 | - | 801,643 |
| Metallurgy | 4,561,783 | 203,414 | 4,765,197 |
| Petrographic work | 43,957 | - | 43,957 |
| Project management | 106,015 | - | 106,015 |
| Survey, mapping and camp | 2,770,433 | 26,208 | 2,796,641 |
| Transportation | 2,984,941 | 2,955 | 2,987,896 |
| Advances | 71,645 | (42,382 | 29,263 |
| Cost recovery | (56,480 | - | (56,480 |
| Asset retirement obligations | 200,000 | - | 200,000 |
| Property impairments | (33,058,924 | - | (33,058,924 |
| BC refundable mining tax credits | (3,208,494 | - | (3,208,494 |
| Federal non-refundable mining tax credits, net of valuation allowance | (61,185 | - | (61,185 |
| Book value at date of sale of net smelter royalty | (1,777,377 | - | (1,777,377 |
| 4,390,312 | 546,215 | 4,936,527 |
All values are in US Dollars.
The Turnagain Project hosts the Horsetrail nickel-cobalt deposit, among the world's largest undeveloped nickel-cobalt sulphide deposits, located in British Columbia, Canada. Giga Metals owns 100% of the project which hosts a recently updated (September 19, 2019) NI 43-101 Mineral Resource containing:
| Classification<br><br> <br>^(^^1^^) (^^2^^) (^^3^^) (^^4^^) (^^5^^)^ | Tonnage<br><br> <br>(000s) | Ni<br><br> <br>Grade<br><br> <br>(%) | Contained<br><br> <br>Ni<br><br> <br>(000s lbs) | Co<br><br> <br>Grade<br><br> <br>(%) | Contained<br><br> <br>Co<br><br> <br>(000s lbs) |
|---|---|---|---|---|---|
| Measured | 360,913 | 0.230 | 1,832,440 | 0.014 | 109,803 |
| Indicated | 712,406 | 0.215 | 3,373,616 | 0.013 | 202,605 |
| Measured<br><br> <br>and<br><br> <br>Indicated | 1,073,319 | 0.220 | 5,206,056 | 0.013 | 312,409 |
| Inferred ^(4)^ | 1,142,101 | 0.217 | 5,473,909 | 0.013 | 327,327 |
^(1)^ All mineral resources have been estimated in accordance with Canadian Institute of Mining and Metallurgy and Petroleum ("CIM") definitions, as required under National Instrument 43-101 ("NI 43-101").
^(2)^ Mineral resources are reported in relation to a conceptual pit shell in order to demonstrate reasonable expectation of eventual economic extraction, as required under NI 43-101; mineralization lying outside of these pit shells is not reported as a mineral resource. Mineral resources are not mineral reserves and do not have demonstrated economic viability.
^(3)^ Mineral resources are reported at a cut-off grade of 0.1% Ni. Cut-off grades are based on a price of US $8.50 per pound and a number of operating cost and recovery assumptions, plus a contingency as reported in the December 2011 PEA authored by AMC Consulting.
^(4)^ Inferred mineral resources are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves. However, it is reasonably expected that the majority of Inferred mineral resources could be upgraded to Indicated.
^(5)^ Due to rounding, numbers presented may not add up precisely to the totals provided and percentages my not precisely reflect absolute figures.
The Mineral Resource estimates include Inferred Mineral Resources that are normally considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as Mineral Reserves. Mineral Resource has been prepared by Kirkham Geosystems Ltd., September 2019.
The Turnagain project covers a large, relatively underexplored land package prospective for additional ultramafic-hosted nickel-cobalt discoveries. Turnagain is one of the few projects in a stable jurisdiction that can potentially deliver large quantities of cobalt and nickel to meet the growing needs of the electric vehicle and energy storage markets at a time when many research analysts are projecting there will be shortages in the cobalt and nickel required by battery manufacturers.
Results from Operations
During the three months ended March 31, 2020
Other items - During the three months ended March 31, 2020 ("2020"), the Company recorded a loss of $429,073 as compared to income of $349,626 during the three months ended March 31, 2019 ("2019"). Included in loss in the 2019 period was the impact of the change in value of marketable securities. Excluding the loss on sale of marketable securities and the unrealized gain on the change in fair market value of marketable securities, the Company had an adjusted loss^(1)^ of $395,747.
General and Administrative - During 2020, the Company incurred an adjusted loss^(1)^ of $429,073 ($0.01 per share) compared to an adjusted loss^(1)^ of $395,747 ($0.01 per share) during 2019. The administrative expenses for 2020 were $434,253, up from $403,648 from 2019. Total administrative expenses include two non-cash expenses, amortization and stock-based compensation. These amounts were $24,478 (2019: $3,636) and $5,946 (2019: $82,209) in 2020, respectively. Excluding non-cash expenses, the 2020 administrative expenses were $403,829 up from $317,803 in 2019 due primarily to an increase in consulting fees. Consulting fees were $154,354 (2019: $52,217), an increase of $102,137 due to fees associated with analyzing the nickel market and conducting due diligence on a potential acquisition of mineral rights. Corporate communications and investor relations expenses in 2020 were $46,391 (2019: $77,058), a decrease of $30,667. Legal, accounting and audit expenses in 2020 were $56,090 (2019: $29,614) an increase of $26,476. Management and directors' fees in 2020 were $83,647 up $39,010 from the $44,637 incurred in 2019. Office and general expenses in 2020 were $34,573 (2019: $82,895), a decrease of $48,322. Travel and accommodation expenses were $28,774 compared to $31,382 in 2019. Excluding amortization and stock-based compensation, the total general and administrative expenses for 2020 were approximately $135,000 per month compared to $106,000 per month in 2019. During 2020, the Company earned $2,620 from interest income compared to $864 for 2019.
Exploration - During 2020, the Company incurred expenditures on exploration and evaluation assets of $546,215 including $5,751 on assaying and testing, $13,951 on environmental studies, $24,476 on First Nations, $306,423 on geological and engineering services and $203,414 on metallurgy relating to the Turnagain Project.
Note:
(1) Adjusted loss for the period is not a term recognized under IFRS.
Summary of Quarterly Results
The following is selected financial data from the Company's unaudited quarterly financial statements for the last eight quarters ending with the most recently completed quarter, being March 31, 2020.
| Three Months Ended () | |||
|---|---|---|---|
| March 31, 2020 | September 30, 2019 | June 30, 2019 | |
| Total Revenues | - | - | - |
| Loss | (429,073) | (723,775) | (544,245) |
| Loss Per Share (basic and diluted) | (0.01) | (0.01) | (0.01) |
| Exploration and evaluation interest expenditures | 546,215 | 592,291 | 514,373 |
All values are in US Dollars.
| Three Months Ended () | |||
|---|---|---|---|
| March 31, 2019 | September 30, 2018 | June 30, 2018 | |
| Total Revenues | - | - | - |
| (Loss) Income | 349,626 | 5,665,932 | (364,831) |
| (Loss) Income Per Share (basic) | 0.01 | 0.13 | (0.01) |
| (Loss) Income Per Share (diluted) | 0.01 | 0.10 | (0.01) |
| Exploration and evaluation interest expenditures | 250,754 | 3,282,763 | 512,959 |
All values are in US Dollars.
The income recorded during the quarter ended March 31, 2019 was due to change in fair value gains on marketable securities of $1,020,020. The loss recorded during the quarter ended December 31, 2018 was due to realized and unrealized losses on marketable securities of $3,099,960. The income recorded during the quarter ended September 30, 2018 was due to the gain on sale of the NSR, offset by the unrealized loss on change in fair value of marketable securities.
Financing Activities and Capital Expenditures
During the three months ended March 31, 2020 and 2019, the Company did not complete any equity financings. During the 2019 period, 175,000 options were exercised for proceeds of $17,500.
Liquidity and Capital Resources
At March 31, 2020, the Company had working capital of $1,350,593 compared to working capital of $2,316,170 as at December 31, 2019. Accounts payable and accrued liabilities at March 31, 2020 were $222,565 and the current portion of the office lease obligation was $79,001. As of March 31, 2020, the Company did not have sufficient working capital to continue operations for at least 12 months and to conduct an exploration program on the Turnagain project as $1,007,373 of working capital is a receivable from the government for the British Columbia mining tax credit. The Company will require additional capital to meet current and future obligations.
Transactions with Related Parties
| **** | For the three months ended,<br>March 31, | |
|---|---|---|
| **** | 2020<br>$ | 2019<br>$ |
| Accounting fees^(1)^ | 8,279 | 5,797 |
| Directors fees^(2)^ | 22,500 | 4,500 |
| Management fees^(3)^ | 57,000 | 37,500 |
| Stock-based compensation | - | 68,857 |
| 87,779 | 116,654 |
^(1)^ Fees paid to Malaspina Consultants Inc., a company that employs Matt Anderson, CFO.
^(2)^ Fees paid to directors Martin Vydra, Bob Morris, Anthony Milewski and Lyle Davis as well as Philip Robinson and Jon Hykawy, former directors.
^(3)^ Fees paid to Mark Jarvis, CEO and Director, Martin Vydra, President and Director, and Leslie Young, corporate secretary.
There was $14,942 owing to related parties at March 31, 2020 (December 31, 2019 - $2,284) included in accounts payable. The balances owing are unsecured, non-interest bearing, and have no specific terms of repayment.
Key management includes the Chief Executive Officer, the Chief Financial Officer and the directors of the Company. Compensation paid or payable to key management for services during the three months ended March 31, 2020 amounted to $74,279 (2019 - $34,297) for short-term benefits and $nil (2019 - $68,857) for stock-based compensation.
The Company has a month to month office sublease with a company with common directors.
Financial Instruments and other Instruments
The Company is exposed in varying degrees to a variety of financial instrument related risks as follows:
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's primary exposure to credit risk is on its bank accounts. The Company's bank accounts are held with a major bank in Canada. As all of the Company's cash are held by one bank in Canada, there is a concentration of credit risk. This risk is managed by using a major bank that is a high credit quality financial institution as determined by rating agencies. The Company is not exposed to credit risk on mineral tax credit receivable, as these are due from the Government of Canada.
Liquidity risk
Liquidity risk arises through the excess of financial obligations over available financial assets due at any point in time. The Company's objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements at any point in time. The Company achieves this by maintaining sufficient cash and banking facilities.
Market risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates and trading prices of marketable securities.
a) Foreign exchange risk
The Company mainly operates in Canada and is therefore not exposed to significant foreign exchange risk arising from transactions denominated in a foreign currency.
b) Interest Rate Risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company does not have any significant interest rate risk.
c) Other Price Risk
Other price risk is the risk that the fair value of a financial instrument changes due to market risks other than foreign exchange risk or interest rate risk. The Company has no exposure to this risk.
Outstanding Share Data
As at March 31, 2020, the Company had 55,494,015 shares issued. The Company had 5,535,000 stock options outstanding with exercise prices ranging from $0.10 to $0.80, an average price of $0.34 and an average life of 3.10 years. In addition, 11,870,000 warrants were outstanding with an average exercise price of $0.29 and an average life of 0.56 years.
| Summary of Share data at March 31, 2020 | |||
|---|---|---|---|
| Average | |||
| Price | Life in Years | ||
| Issued shares | 55,494,015 | ||
| Options | 5,535,000 | $0.34 | 3.10 |
| Warrants | 11,870,000 | $0.29 | 0.56 |
| Fully Diluted | 72,899,015 | ||
| Summary of Share data at June 1, 2020 | |||
| --- | --- | --- | --- |
| Average | |||
| Price | Life in Years | ||
| Issued shares | 55,494,015 | ||
| Options | 5,535,000 | $0.34 | 2.94 |
| Warrants | 11,870,000 | $0.29 | 0.40 |
| Fully Diluted | 72,899,015 |
Disclosure Controls and Procedures
In connection with National Instrument 52-109 (Certificate of Disclosure in Issuer's Annual and Interim Filings) ("NI 52-109"), the Chief Executive Officer and Chief Financial Officer of the Company have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the condensed interim consolidated financial statements for the three months ended March 31, 2020 and this accompanying MD&A (together, the "Interim Filings").
In contrast to the full certificate under NI 52-109, the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109. For further information the reader should refer to the Venture Issuer Basic Certificates filed by the Company with the Interim Filings on SEDAR at www.sedar.com.
Other Information
Additional information on the Company may be found on SEDAR at www.sedar.com, and on the Company's website at www.gigametals.com.
Giga Metals Corporation: Exhibit 99.3 - Filed by newsfilecorp.com
Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate
I, Mark Jarvis, Chief Executive Officer of Giga Metals Corporation,
Review: **** I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Giga Metals Corporation (the "issuer") for the interim period ended March 31, 2020.
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.
Date: JUNE 1, 2020
"Mark Jarvis"
Mark Jarvis
Chief Executive Officer
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii) a process 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.
The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
Giga Metals Corporation: Exhibit 99.4 - Filed by newsfilecorp.com
Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate
I, Matt Anderson, Chief Financial Officer of Giga Metals Corporation,
Review: **** I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Giga Metals Corporation (the "issuer") for the interim period ended March 31, 2020.
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.
Date: June 1, 2020
"Matt Anderson"
Matt Anderson
Chief Financial Officer
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii) a process 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.
The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.