Giga Metals Corp 6-K, filed Jun 1, 2021
Giga Metals Corp (GIGGF)
About this 6-K
Giga Metals Corp filed this 6-K on June 1, 2021.
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 May 2021
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
| Exhibit | Description | |
| 99.1 | Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2021 | |
| 99.2 | Management's Discussion And Analysis | |
| 99.3 | CEO Certification | |
| 99.4 | CFO Certification |
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: May 31, 2021 | By: | /s/ Mark Jarvis |
| Mark Jarvis | ||
| Title: | President and CEO | |
Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2021
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"
Chief Executive Officer
Giga Metals Corporation
Condensed Interim Consolidated Statements of Financial Position
As at March 31, 2021 and December 31, 2020
(Unaudited - Expressed in Canadian Dollars)
| Notes | March 31, 2021 $ |
December 31, 2020 $ |
|||||
| ASSETS | |||||||
| Current assets | |||||||
| Cash and cash equivalents | 3,015,953 | 3,762,980 | |||||
| Receivables | 3 | 108,424 | 103,742 | ||||
| Prepaid expenses and deposits | 118,478 | 87,515 | |||||
| 3,242,855 | 3,954,237 | ||||||
| Non-current assets | |||||||
| Deferred financing fees | 15 | 58,824 | - | ||||
| Reclamation deposits | 424,000 | 232,000 | |||||
| Equipment and right of use assets | 4 | 220,108 | 243,249 | ||||
| Exploration and evaluation assets | 5 | 6,025,431 | 5,808,840 | ||||
| 6,728,363 | 6,284,089 | ||||||
| TOTAL ASSETS | 9,971,218 | 10,238,326 | |||||
| LIABILITIES | |||||||
| Current liabilities | |||||||
| Trade payables and accrued liabilities | 6 | 334,975 | 130,699 | ||||
| Lease obligation - short-term | 7 | 91,379 | 88,182 | ||||
| 426,354 | 218,881 | ||||||
| Non-current liabilities | |||||||
| Lease obligation - long-term | 7 | 105,301 | 129,212 | ||||
| Loan | 8 | 40,000 | 40,000 | ||||
| Asset retirement obligations | 275,000 | 275,000 | |||||
| 420,301 | 444,212 | ||||||
| TOTAL LIABILITIES | 846,655 | 663,093 | |||||
| EQUITY | |||||||
| Share capital | 9 | 60,173,313 | 60,173,313 | ||||
| Share-based payment reserve | 10 | 7,560,928 | 7,417,335 | ||||
| Accumulated other comprehensive loss ("AOCL") | (3,090 | ) | (933 | ) | |||
| Deficit | (58,606,588 | ) | (58,014,482 | ) | |||
| TOTAL EQUITY | 9,124,563 | 9,575,233 | |||||
| TOTAL LIABILITIES AND EQUITY | 9,971,218 | 10,238,326 |
Nature and continuance of operations (Note 1)
Commitments (Notes 7 and 8)
Subsequent events (Notes 9 and 15)
|
APPROVED BY: |
|||
|
DIRECTOR |
"MARK JARVIS" |
DIRECTOR |
"LYLE DAVIS" |
See accompanying notes to the condensed interim consolidated financial statements
3
Giga Metals Corporation
Condensed Interim Consolidated Statements of Comprehensive Loss
For the three months ended March 31, 2021 and 2020
Unaudited - Expressed in Canadian Dollars
| Notes | 2021 $ |
2020 $ |
|||||
| Operating expenses | |||||||
| Amortization | 4 | 24,478 | 24,478 | ||||
| Consulting fees | 94,865 | 154,354 | |||||
| Corporate communications and investor relations | 136,980 | 46,391 | |||||
| Legal, accounting and audit | 11 | 69,133 | 56,090 | ||||
| Management and directors fees | 11 | 65,758 | 83,647 | ||||
| Office and general | 65,135 | 34,573 | |||||
| Travel and accommodation | - | 28,774 | |||||
| Stock-based compensation | 9,11 | 143,593 | 5,946 | ||||
| 599,942 | 434,253 | ||||||
| Other items | |||||||
| Interest income | (2,824 | ) | (2,620 | ) | |||
| Finance charge on lease | 6,146 | 8,483 | |||||
| Income from sublease of office | 7 | (11,158 | ) | (11,043 | ) | ||
| (7,836 | ) | (5,180 | ) | ||||
| Loss for the period | (592,106 | ) | (429,073 | ) | |||
| Other comprehensive loss | |||||||
| Exchange loss on translation of foreign accounts | (2,157 | ) | - | ||||
| Comprehensive loss for the period | (594,263 | ) | (429,073 | ) | |||
| Loss per share - basic and diluted | 9 | (0.01 | ) | (0.01 | ) | ||
| Weighted average number of shares outstanding - basic and diluted | 9 | 70,344,850 | 55,494,015 |
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, 2021 and 2020
Unaudited - Expressed in Canadian Dollars
| Share capital | |||||||||||||||||||
| Notes | Number of shares # |
Amount $ |
Share-based payment reserve $ |
AOCL $ |
Deficit $ |
Total $ |
|||||||||||||
| Balance at December 31, 2019 | 55,494,015 | 55,091,542 | 7,763,393 | - | (55,992,684 | ) | 6,862,251 | ||||||||||||
| Stock-based compensation | 9 | - | - | 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 | ||||||||||||
| Exercise of warrants | 10,790,835 | 2,709,668 | - | - | - | 2,709,668 | |||||||||||||
| Exercise of options | 4,060,000 | 1,410,500 | - | - | - | 1,410,500 | |||||||||||||
| Transfer on the exercise of warrants | - | 2,700 | (2,700 | ) | - | - | - | ||||||||||||
| Transfer on the exercise of options | - | 958,903 | (958,903 | ) | - | - | - | ||||||||||||
| Stock-based compensation | - | - | 609,599 | - | - | 609,599 | |||||||||||||
| Comprehensive loss for the period | - | - | - | (933 | ) | (1,592,725 | ) | (1,593,658 | ) | ||||||||||
| Balance at December 31, 2020 | 70,344,850 | 60,173,313 | 7,417,335 | (933 | ) | (58,014,482 | ) | 9,575,233 | |||||||||||
| Stock-based compensation | 9 | - | - | 143,593 | - | - | 143,593 | ||||||||||||
| Comprehensive loss for the period | - | - | - | (2,157 | ) | (592,106 | ) | (594,263 | ) | ||||||||||
| Balance at March 31, 2021 | 70,344,850 | 60,173,313 | 7,560,928 | (3,090 | ) | (58,606,588 | ) | 9,124,563 | |||||||||||
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, 2021 and 2020
Unaudited - Expressed in Canadian Dollars
| 2021 $ |
2020 $ |
|||||
| Operating activities | ||||||
| Loss for the period | (592,106 | ) | (429,073 | ) | ||
| Adjustments for: | ||||||
| Amortization | 24,478 | 24,478 | ||||
| Stock-based compensation | 143,593 | 5,946 | ||||
| Changes in non-cash working capital items: | ||||||
| Receivables | (4,682 | ) | 28,472 | |||
| Prepaid expenses and deposits | (30,963 | ) | (31,944 | ) | ||
| Trade payables and accrued liabilities | 160,707 | 56,708 | ||||
| Net cash flows used in operating activities | (298,973 | ) | (345,413 | ) | ||
| Investing activities | ||||||
| Expenditures on exploration and evaluation assets | (175,179 | ) | (764,143 | ) | ||
| Purchase of equipment | (1,337 | ) | - | |||
| Increase in reclamation deposits | (192,000 | ) | - | |||
| Net cash flows used in investing activities | (368,516 | ) | (764,143 | ) | ||
| Financing activities | ||||||
| Deferred financing fees | (58,824 | ) | - | |||
| Principal repayment of lease obligation | (20,714 | ) | (17,782 | ) | ||
| Net cash flows used in financing activities | (79,538 | ) | (17,782 | ) | ||
| Decrease in cash and cash equivalents | (747,027 | ) | (1,127,338 | ) | ||
| Cash and cash equivalents, beginning | 3,762,980 | 1,640,642 | ||||
| Cash and cash equivalents, ending | 3,015,953 | 513,304 | ||||
| Cash | 215,859 | 266,153 | ||||
| Cash equivalents | 2,800,094 | 247,151 |
Supplemental cash flow information (Note 13)
See accompanying notes to the condensed interim consolidated financial statements
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Giga Metals Corporation |
|
Notes to the Condensed Interim Consolidated Financial Statements |
|
Unaudited - Expressed in Canadian Dollars |
|
For the three months ended March 31, 2021 and 2020 |
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 subsidiaries 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, 2021, the Company's accumulated deficit was $58,606,588, 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. As at March 31, 2021, the Company had working capital of $2,816,501, giving the Company the ability to meet current obligations. Subsequent to March 31, 2021, the Company completed equity financings raising gross proceeds of $6,948,778 (Note 15).
During 2020 and the current period, there was a global pandemic outbreak of COVID-19. The actual and threatened spread of the virus globally has had a material adverse effect on the global economy and; specifically, the regional economies in which the Company operates. The pandemic could continue to have a negative impact on the stock market, including trading prices of the Company's shares and its ability to raise new capital. These factors, among others, could have a significant impact on the Company's operations.
2. Basis of preparation
These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") applicable to the preparation of interim financial statements, including IAS 34 - Interim Financial Reporting. These condensed interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2020 which have been prepared in accordance with IFRS as issued by the IASB.
In the preparation of these interim condensed consolidated financial statements, the Company has used the same accounting policies and methods of computation as in the annual consolidated financial statements for the year ended December 31, 2020.
The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
References herein to "$" 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 31, 2021.
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Giga Metals Corporation |
|
Notes to the Condensed Interim Consolidated Financial Statements |
|
Unaudited - Expressed in Canadian Dollars |
|
For the three months ended March 31, 2021 and 2020 |
3. Receivables
| March 31, 2021 $ |
December 31, 2020 $ |
|||||
| Goods and Service sales tax | 26,072 | 23,131 | ||||
| British Columbia mining exploration tax credits | 74,309 | 74,309 | ||||
| Interest receivable and other receivables | 8,043 | 6,302 | ||||
| 108,424 | 103,742 |
4. Equipment and right of use assets
| Right of use assets - leases $ |
Motor Vehicles $ |
Computer equipment $ |
Exploration and office equipment $ |
Total $ |
|||||||||||
| Cost: | |||||||||||||||
| At December 31, 2019 | 347,048 | 45,652 | 78,294 | 63,991 | 534,985 | ||||||||||
| Additions | - | - | - | - | - | ||||||||||
| At December 31, 2020 | 347,048 | 45,652 | 78,294 | 63,991 | 534,985 | ||||||||||
| Additions | - | - | 1,337 | - | 1,337 | ||||||||||
| At March 31, 2021 | 347,048 | 45,652 | 79,631 | 63,991 | 536,322 | ||||||||||
Depreciation: |
|||||||||||||||
| At December 31, 2019 | 65,073 | 30,366 | 40,285 | 58,098 | 193,822 | ||||||||||
| Charge for the year | 86,764 | 4,585 | 5,386 | 1,179 | 97,914 | ||||||||||
| At December 31, 2020 | 151,837 | 34,951 | 45,671 | 59,277 | 291,736 | ||||||||||
| Charge for the period | 21,691 | 1,146 | 1,347 | 294 | 24,478 | ||||||||||
| At March 31, 2021 | 173,528 | 36,097 | 47,018 | 59,571 | 316,214 | ||||||||||
Net book value: |
|||||||||||||||
| At December 31, 2020 | 195,211 | 10,701 | 32,623 | 4,714 | 243,249 | ||||||||||
| At March 31, 2021 | 173,520 | 9,555 | 32,613 | 4,420 | 220,108 |
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Giga Metals Corporation |
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Notes to the Condensed Interim Consolidated Financial Statements |
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Unaudited - Expressed in Canadian Dollars |
|
For the three months ended March 31, 2021 and 2020 |
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, |
|||||||||||
| 2019 $ |
2020 $ |
2020 $ |
2021 $ |
2021 $ |
|||||||||||
| Turnagain Nickel Cobalt Project | |||||||||||||||
| Mineral property interests | 179,500 | - | 179,500 | - | 179,500 | ||||||||||
| Assays and testing | 2,339,750 | 20,122 | 2,359,872 | - | 2,359,872 | ||||||||||
| Claims renewal / staking | 479,199 | - | 479,199 | - | 479,199 | ||||||||||
| Drilling | 14,361,757 | - | 14,361,757 | - | 14,361,757 | ||||||||||
| Environmental studies | 1,815,621 | 87,097 | 1,902,718 | 21,760 | 1,924,478 | ||||||||||
| Exploration data management | 965,220 | 12,296 | 977,516 | 1,911 | 979,427 | ||||||||||
| First Nations | 250,468 | 25,476 | 275,944 | - | 275,944 | ||||||||||
| Geochemistry | 111,066 | - | 111,066 | - | 111,066 | ||||||||||
| Geological and engineering services | 10,509,774 | 749,601 | 11,259,375 | 146,851 | 11,406,226 | ||||||||||
| Geophysical services | 801,643 | 52,436 | 854,079 | - | 854,079 | ||||||||||
| Metallurgy | 4,561,783 | 347,011 | 4,908,794 | 10,396 | 4,919,190 | ||||||||||
| Petrographic work | 43,957 | - | 43,957 | - | 43,957 | ||||||||||
| Project management | 106,015 | - | 106,015 | - | 106,015 | ||||||||||
| Survey, mapping and camp | 2,770,433 | 122,350 | 2,892,783 | 28,614 | 2,921,397 | ||||||||||
| Transportation | 2,984,941 | 15,504 | 3,000,445 | - | 3,000,445 | ||||||||||
| Advances | 71,645 | (71,645 | ) | - | - | - | |||||||||
| Cost recovery | (56,480 | ) | - | (56,480 | ) | - | (56,480 | ) | |||||||
| Asset retirement obligations | 200,000 | 75,000 | 275,000 | - | 275,000 | ||||||||||
| Property impairments | (33,058,924 | ) | - | (33,058,924 | ) | - | (33,058,924 | ) | |||||||
| BC refundable mining exploration tax credits | (3,208,494 | ) | (19,978 | ) | (3,228,472 | ) | - | (3,228,472 | ) | ||||||
| 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 | ) | |||||||
| 4,390,312 | 1,415,270 | 5,805,582 | 209,532 | 6,015,114 | |||||||||||
| Brazil Project | |||||||||||||||
| Claims renewal / staking | - | 3,258 | 3,258 | 7,377 | 10,635 | ||||||||||
| Foreign exchange translation adjustment | - | - | - | (318 | ) | (318 | ) | ||||||||
| - | 3,258 | 3,258 | 7,059 | 10,317 | |||||||||||
| 4,390,312 | 1,418,528 | 5,808,840 | 216,591 | 6,025,431 |
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Giga Metals Corporation |
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Notes to the Condensed Interim Consolidated Financial Statements |
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Unaudited - Expressed in Canadian Dollars |
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For the three months ended March 31, 2021 and 2020 |
Turnagain Cobalt Nickel Project
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.
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.
Brazil Project
In December 2020, the Company staked 24 exploration permits in southern Piauí State, Northeast Region, Brazil.
6. Trade payables and accrued liabilities
| March 31, 2021 $ |
December 31, 2020 $ |
|||||
| Trade payables | 188,001 | 81,291 | ||||
| Accrued liabilities | 146,974 | 49,408 | ||||
| 334,975 | 130,699 |
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, 2021 and December 31, 2020 are as follows:
| March 31, 2021 $ |
December 31, 2020 $ |
|||||
| Right-of-use asset from office lease repayable in monthly instalments of $9,364 and an interest rate of 12.5% per annum and an end date of March 31, 2023 | 196,680 | 217,394 | ||||
| Less: current portion | (91,379 | ) | (88,182 | ) | ||
| Non-current portion | 105,301 | 129,212 |
The following is a schedule of the Company's future minimum lease payments related to the office lease obligation:
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Giga Metals Corporation |
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Notes to the Condensed Interim Consolidated Financial Statements |
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Unaudited - Expressed in Canadian Dollars |
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For the three months ended March 31, 2021 and 2020 |
| March 31, 2021 $ |
|||
| 2021 | 82,367 | ||
| 2022 | 111,609 | ||
| 2023 | 28,051 | ||
| 2024 | - | ||
| Total minimum lease payments | 222,027 | ||
| Less: imputed interest | (25,347 | ) | |
| Total present value of minimum lease payments | 196,680 | ||
| Less: current portion | (91,379 | ) | |
| Non-current portion | 105,301 |
The Company subleases part of their office space to other companies. One sublease with a related party (Note 11) is month to month lease at a rate of $2,346 per month and one sublease is for a period of four years at $1,374 per month. The total lease income from the subleasing of the office for the three months ended March 31, 2021 was $11,158 (2020 - $11,043).
8. Loan
During the year ended December 31, 2020, the Company obtained an unsecured $40,000 loan as part of the government's economic response plan to the COVID-19 pandemic. The loan is interest free and is eligible for 25% forgiveness if $30,000 is fully repaid by December 31, 2022. If not repaid in full by the maturity date, the loan will be converted into a loan at a fixed interest rate of 5% per annum with a maturity date of December 31, 2025.
9. Share capital
Authorized share capital
Unlimited number of common shares without par value.
Issued share capital
At March 31, 2021, there were 70,344,850 issued and fully paid common shares (December 31, 2020 - 70,344,850).
Financings
During the three months ended March 31, 2021 and 2020, the Company did not complete any equity financings.
Basic and diluted loss per share
The calculation of basic and diluted loss per share for the three months ended March 31, 2021 was based on the loss attributable to common shareholders of $592,106 (2020 - $429,073) and the weighted average number of common shares outstanding of 70,344,850 (2020 - 55,494,015).
Diluted loss per share did not include the effect of 7,000,000 stock options as the effect would be anti-dilutive.
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Giga Metals Corporation |
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Notes to the Condensed Interim Consolidated Financial Statements |
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Unaudited - Expressed in Canadian Dollars |
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For the three months ended March 31, 2021 and 2020 |
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.
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, 2021 and the year ended December 31, 2020 are as follows:
| Three months ended March 31, 2021 |
Year ended December 31, 2020 |
|||||||||||
| Number of options |
Weighted average exercise price |
Number of options |
Weighted average exercise price |
|||||||||
| Options outstanding, beginning | 7,000,000 | $ | 0.48 | 5,535,000 | $ | 0.34 | ||||||
| Options granted | - | 5,625,000 | 0.52 | |||||||||
| Options exercised | - | (4,060,000 | ) | 0.35 | ||||||||
| Options expired/forfeited | - | (100,000 | ) | 0.30 | ||||||||
| Options outstanding, ending | 7,000,000 | $ | 0.48 | 7,000,000 | $ | 0.48 | ||||||
| Options exercisable, ending | 2,781,250 | $ | 0.42 | 2,731,250 | $ | 0.42 | ||||||
Details of options outstanding as at March 31, 2021 are as follows:
|
Exercise price |
Weighted average |
Number of options outstanding |
|
$0.10 |
0.25 years |
(1)500,000 |
|
$0.30 |
3.32 years |
50,000 |
|
$0.35 |
2.71 years |
300,000 |
|
$0.40 |
1.51 years |
150,000 |
|
$0.52 |
4.75 years |
5,625,000 |
|
$0.55 |
1.85 years |
300,000 |
|
$0.60 |
1.57 years |
75,000 |
|
$0.48 |
4.11 years |
7,000,000 |
(1) Subsequent to March 31, 2021, 275,000 of these options were exercised for proceeds of $27,500.
Stock-based compensation
During the three months ended March 31, 2021, the Company recorded $143,593 (2020 - $5,946) of stock-based compensation to the statement of comprehensive loss based on the vesting of stock options granted.
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Giga Metals Corporation |
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Notes to the Condensed Interim Consolidated Financial Statements |
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Unaudited - Expressed in Canadian Dollars |
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For the three months ended March 31, 2021 and 2020 |
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, 2021 and the year ended December 31, 2020 are as follows:
| Three months ended March 31, 2021 |
Year ended December 31, 2020 |
|||||||||||
| Number of warrants |
Average exercise price |
Number of warrants |
Average exercise price |
|||||||||
| Warrants outstanding, beginning | 240,000 | $ | 0.70 | 11,870,001 | $ | 0.29 | ||||||
| Warrants issued | - | - | ||||||||||
| Warrants exercised | - | (10,790,835 | ) | 0.25 | ||||||||
| Warrants expired | (240,000 | ) | 0.70 | (839,166 | ) | 0.70 | ||||||
| Warrants outstanding, ending | - | $ | - | 240,000 | $ | 0.70 | ||||||
10. 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.
11. Related party transactions
| For the three months ended March 31, |
||||||
| 2021 $ |
2020 $ |
|||||
| Accounting fees | 9,343 | 8,279 | ||||
| Directors' fees | 4,500 | 22,500 | ||||
| Management fees | 57,000 | 57,000 | ||||
| Stock-based compensation | 113,086 | - | ||||
| 183,929 | 87,779 | |||||
There was $4,521 owing to related parties at March 31, 2021 (December 31, 2020 - $1,943) 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, 2021 amounted to $57,343 (2020 - $74,279) for short-term benefits and $111,044 (2020 - $nil) for stock-based compensation.
The Company has a month to month office sublease with a company with common directors (Note 7). During the three months ended March 31, 2021, the Company recorded office sublease income of $7,037 (2020 - $7,037) relating to the sublease.
|
Giga Metals Corporation |
|
Notes to the Condensed Interim Consolidated Financial Statements |
|
Unaudited - Expressed in Canadian Dollars |
|
For the three months ended March 31, 2021 and 2020 |
12. 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 liabilities as at March 31, 2021:
| Within one year |
Between one and five years |
More than five years |
|||||||
| Trade payables and accrued liabilities | $ | 334,975 | $ | - | $ | - | |||
| Lease obligation | 91,379 | 105,301 | - | ||||||
| Loan | - | 40,000 | - | ||||||
| Asset retirement obligations | - | - | 275,000 | ||||||
| $ | 426,354 | $ | 145,301 | $ | 275,000 |
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, 2021, the Company had cash held in US dollars of US$39,380 and Brazilian Reals of R$79,668.
|
Giga Metals Corporation |
|
Notes to the Condensed Interim Consolidated Financial Statements |
|
Unaudited - Expressed in Canadian Dollars |
|
For the three months ended March 31, 2021 and 2020 |
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.
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, 2021 $ |
December 31, 2020 $ |
|||||
| Amortized cost: | ||||||
| Interest receivable and other receivables | 8,043 | 6,302 | ||||
| Reclamation deposits | 424,000 | 232,000 | ||||
| Fair value through profit or loss: | ||||||
| Cash and cash equivalents | 3,015,953 | 3,762,980 | ||||
| 3,447,996 | 4,001,282 |
Financial liabilities included in the statement of financial position are as follows:
| March 31, 2021 $ |
December 31, 2020 $ |
|||||
| Amortized cost: | ||||||
| Trade payables and accrued liabilities | 334,975 | 130,699 | ||||
| Lease obligation | 196,680 | 217,394 | ||||
| Loan | 40,000 | 40,000 | ||||
| 571,655 | 388,093 |
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, 2021 and December 31, 2020:
|
Giga Metals Corporation |
|
Notes to the Condensed Interim Consolidated Financial Statements |
|
Unaudited - Expressed in Canadian Dollars |
|
For the three months ended March 31, 2021 and 2020 |
| As at March 31, 2021 | |||||||||
| Level 1 | Level 2 | Level 3 | |||||||
| Cash and cash equivalents | $ | 3,015,953 | $ | - | $ | - | |||
| Total | $ | 3,015,953 | $ | - | $ | - | |||
| As at December 31, 2020 | |||||||||
| Level 1 | Level 2 | Level 3 | |||||||
| Cash and cash equivalents | $ | 3,762,980 | $ | - | $ | - | |||
| Total | $ | 3,762,980 | $ | - | $ | - | |||
13. 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, 2021, the following transactions were excluded from the statement of cash flows:
a) Exploration and evaluation asset expenditures of $72,964 included in accounts payable and accrued liabilities at March 31, 2021, less expenditures included in accounts payable at December 31, 2020 of $31,552 (net exclusion of $41,412); and,
b) Exploration and evaluation asset recovery of $74,309 included in receivables at March 31, 2021 and December 31, 2020.
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.
14. Segmented information
Operating segments
The Company operates in a single reportable operating segment - the acquisition, exploration and development of mineral properties.
Geographic segments
The Company's assets are primarily located in Canada. At March 31, 2021, the Company's assets are located in Canada except for $30,637 of assets located in Brazil.
|
Giga Metals Corporation |
|
Notes to the Condensed Interim Consolidated Financial Statements |
|
Unaudited - Expressed in Canadian Dollars |
|
For the three months ended March 31, 2021 and 2020 |
15. Subsequent events
Equity financings
On April 23, 2021, the Company completed a marketed public offering of 13,667,755 units (the "Units") of the Company, including 1,067,755 Units issued pursuant to the over-allotment option which was exercised in part, for gross proceeds of $6,466,708.
The Units consist of 8,397,455 non-flow through units priced at $0.45 comprised of one common share and one warrant, and 5,270,300 flow through units priced at $0.51 comprised of one flow through common share and one warrant. Each warrant entitles the holder thereof to purchase one non-flow through common share at a price of $0.60 until April 23, 2024.
In connection with the offering, the Company paid a cash commission equal to 6.5% of the gross proceeds and a number of compensation warrants equal to 6.5% of the Units sold under the offering. Each compensation warrant shall entitle the holder thereof to purchase one unit (on a non-flow through basis) having the same terms as a Unit at the exercise price of $0.45 until April 23, 2024.
On April 27, 2021, the Company completed a private placement of 1,015,823 units of the Company. The units consist of 600,000 non-flow through units priced at $0.45 comprised of one common share and one common share purchase warrant, and 415,823 flow through units priced at $0.51 comprised of one flow through common share and one warrant. Each warrant entitles the holder thereof to purchase one non-flow through common share at a price of $0.60 until April 27, 2024. In connection with the offering, the Company paid a cash commission equal to 6.5% of the gross proceeds.
As at March 31, 2021, the Company had incurred deferred legal and filing fees of $58,824 in connection with the financings.
Exercise of options
Subsequent to March 31, 2021, 275,000 options were exercised for gross proceeds of $27,500.
MANAGEMENT'S DISCUSSION AND ANALYSIS
The following information, prepared as of May 31, 2021, 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, 2021, together with the audited consolidated financial statements of the Company for the year ended December 31, 2020 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, 2021 and plans for the future based on facts and circumstances as of May 31, 2021. 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 2020 and 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., and Lyle Trytten, P. Eng., both Qualified Persons 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, whose original expiry date was October 2020, are subject to an expiry protection order (time extension) issued by the Chief Gold Commissioner of British Columbia in response to the COVID-19 pandemic. Their resultant effective expiry date is December 2021.
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 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 Nickel 28 Capital 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. An update on Dr. Dipple's work was included in an August 4, 2020 news release.
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 (the "2020 PEA"). On October 28, 2020, the Company announced the results of the 2020 PEA for the production of high-grade nickel concentrate from the Turnagain Nickel Deposit. Refer to the news release dated October 28, 2020 for details. The NI 43-101 technical report for the 2020 PEA was filed on www.sedar.com on November 20, 2020 and on our website at www.gigametals.com. A subsequent amendment to the NI 43-101 technical report for the 2020 PEA was on www.sedar.com on February 22, 2021 and on our website at www.gigametals.com.
During the summer and fall of 2020, we did not conduct significant field work at the Turnagain project and instead focused on metallurgy and engineering. We are planning to do additional fieldwork at the Turnagain project in the spring and summer of 2021 to gather the site data necessary to advance the project to Pre-Feasibility, subject to financing. In March 2021, the Company increased the reclamation bonds with the Ministry of Energy, Mines and Petroleum Resources from $232,000 to $424,000 in advance of planned fieldwork.
An internal study was conducted comparing the economics, technical risk and environmental impacts of the Company's Turnagain project with one operating and a basket of prospective High Temperature Acid Leach ("HPAL") projects and the results of that study were summarized in a press release on November 3, 2020.
On February 1, 2021, the Company announced that it had acquired exploration permits covering significant new regional sediment hosted copper anomalies along the southern perimeter of the Parnaíba Sedimentary Basin in southern Piauí State, Northeast Region, Brazil. The Company has staked 24 exploration permits totaling 40,722 hectares in four properties along 80 kilometers of strike length in an area with known "Kupferschiefer-style" sediment hosted copper mineralization. Refer to the news release and the section below on the Brazil Project for additional details.
On April 23, 2021, the Company completed a marketed public offering of 13,667,755 units of the Company for gross proceeds of $6,466,708. The units consist of 8,397,455 non-flow through units priced at $0.45 comprised of one common share and one warrant, and 5,270,300 flow through units priced at $0.51 comprised of one flow through common share and one warrant.
On April 27, 2021, the Company completed a private placement of 1,015,823 units of the Company for gross proceeds of $482,070. The units consist of 600,000 non-flow through units priced at $0.45 comprised of one common share and one warrant, and 415,823 flow through units priced at $0.51 comprised of one flow through common share and one warrant.
Turnagain Nickel-Cobalt Project
| Balance, December 31, |
Change in period |
Balance, March 31, |
|||||||
| 2020 $ |
2021 $ |
2021 $ |
|||||||
| Turnagain Nickel-Cobalt Project | |||||||||
| Mineral property interests | 179,500 | - | 179,500 | ||||||
| Assays and testing | 2,359,872 | - | 2,359,872 | ||||||
| Claims renewal / staking | 479,199 | - | 479,199 | ||||||
| Drilling | 14,361,757 | - | 14,361,757 | ||||||
| Environmental studies | 1,902,718 | 21,760 | 1,924,478 | ||||||
| Exploration data management | 977,516 | 1,911 | 979,427 | ||||||
| First Nations | 275,944 | - | 275,944 | ||||||
| Geochemistry | 111,066 | - | 111,066 | ||||||
| Geological and engineering services | 11,259,375 | 146,851 | 11,406,226 | ||||||
| Geophysical services | 854,079 | - | 854,079 | ||||||
| Metallurgy | 4,908,794 | 10,396 | 4,919,190 | ||||||
| Petrographic work | 43,957 | - | 43,957 | ||||||
| Project management | 106,015 | - | 106,015 | ||||||
| Survey, mapping and camp | 2,892,783 | 28,614 | 2,921,397 | ||||||
| Transportation | 3,000,445 | - | 3,000,445 | ||||||
| Advances | - | - | - | ||||||
| Cost recovery | (56,480 | ) | - | (56,480 | ) | ||||
| Asset retirement obligations | 275,000 | - | 275,000 | ||||||
| Property impairments | (33,058,924 | ) | - | (33,058,924 | ) | ||||
| BC refundable mining tax credits | (3,228,472 | ) | - | (3,228,472 | ) | ||||
| 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 | ) | ||||
| 5,805,582 | 209,532 | 6,015,114 | |||||||
| Brazil Project | |||||||||
| Claims renewal / staking | 3,258 | 7,377 | 10,635 | ||||||
| Foreign exchange translation adjustment | - | (318 | ) | (318 | ) | ||||
| 3,258 | 7,059 | 10,317 | |||||||
| 5,808,840 | 216,591 | 6,025,431 |
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 (1) (2) (3) (4) (5) |
Tonnage (000s) |
Ni Grade (%) |
Contained Ni (000s lbs) |
Co Grade (%) |
Contained Co (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 and 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.
The Turnagain 2020 PEA (amended February 2021) demonstrates the potential for establishing a long-life open-pit mine and mill using conventional froth flotation technology to produce high-grade nickel sulphide concentrate. With a phased implementation to a facility with a throughput rate of 90,000 tonnes per day, annual production is projected to average more than 33,000 tonnes per year nickel (73 million pounds per year) for a project life of 37 years. A summary of the 2021 PEA highlights is provided in Table 1. The 2021 PEA has identified numerous opportunities for project improvement.
Table 1 - Turnagain Project 2021 PEA Life-of-Mine Results and Assumptions (US$)
|
All parameters annual average except construction and sustaining capital cost |
Phase 1 (Y1-5) Average |
Phase 2 (Y6-20) Average |
LoM (Y1-37) Average |
|
Ore Processed (Mt) |
15.3 |
32.7 |
30.3 |
|
Nickel Grade (%) |
0.260 |
0.220 |
0.221 |
|
Nickel Recovery (%) |
57.3 |
51.6 |
49.6 |
|
Nickel Production (t in concentrate) |
22,754 |
37,149 |
33,215 |
|
Cobalt Production (t in concentrate) |
1,379 |
2,224 |
1,962 |
|
Site Operating Cost ($/t ore) |
$9.63 |
$7.99 |
$7.89 |
|
Site Operating Cost ($/lb Ni) |
$2.93 |
$3.20 |
$3.27 |
|
Net Operating Cost ($/lb Ni) |
$2.77 |
$3.04 |
$3.12 |
|
Construction Capital Cost ($M) - total |
$1,381 |
$532 |
$1,913 |
|
Sustaining Capital Cost ($M) - total |
$274 |
$1,011 |
$2,000 |
|
Base Case Nickel Price / Payability |
$7.50/lb / 78% |
||
|
Base Case Cobalt Price / Payability |
$22.30/lb / 35% |
||
|
Base Case After-tax IRR / NPV (8%) |
4.9% / ($443M) |
||
Further, the 2021 PEA demonstrates the Company's core thesis of sustainable mining, with a greenhouse gas footprint below 2.50 t/t Ni in the base case, declining to <0.7 t/t Ni for an electrified fleet. At these rates, the CO2-sequestering capabilities of the Turnagain tailings may enable the project to be carbon-neutral.
Brazil Project
On February 1, 2021, the Company announced it had acquired exploration permits covering significant new regional sediment-hosted copper anomalies along the southern perimeter of the Parnaíba Sedimentary Basin in southern Piauí State, Northeast Region, Brazil. The Company has staked 24 exploration permits totaling 40,722 hectares in four properties along 80 kilometers of strike length in an area with known "Kupferschiefer-style" sediment hosted copper mineralization.
Acquisition of this land package is the culmination of two years of research into the Sao Francisco Basin, thought by the Company to be a continuation of the African copper belt in the Democratic Republic of the Congo. The Company examined a regional data set using the services of Vancouver based AI firm Minerva Intelligence Inc., then engaged Exploration Outcomes, based in Belo Horizonte, to manage Giga's operations and exploration in this underexplored area of Brazil.
The land package contains multiple, contiguous drainage basins highlighted by copper and other stream sediment geochemical anomalies including silver, barium, bismuth, cobalt, indium, antimony and thallium associated with sedimentary and carbonate rocks of the Neoproterozoic/Cambrian Aracá Basin exposed along the southern fringes of the flat lying Parnaiba Basin.
Oxide and sulphide copper mineralization has been identified in groundwater well hole drill cuttings obtained from throughout the region. Analytical results from grab samples of groundwater well cuttings on Giga's Corrente Property range from anomalous to 3,110 ppm Cu and 5,790 ppm Cu (samples RK-106A and RK121A, respectively).
After initial identification of the region as a prospective area for sediment-hosted copper mineralization by Minerva's AI analysis, the Exploration Outcomes geological team supplied additional personal knowledge of previously observed copper occurrences in the region, leading to the identification of the Aracá Basin as a target. A reconnaissance field visit to the region in October 2019 confirmed the presence of sediment hosted copper mineralization, including in the chips from three recently excavated water wells observed across 20 kilometres. GIGA then contracted JAW Consulting of Colorado to model available geophysical data sets (magnetics, gravity and radiometrics) to help delineate and prioritize target areas based on interpreted structural setting and depth to prospective target stratigraphy.
The year 2020 brought multiple restrictions for fieldwork, including shut-downs due to the Covid19 outbreak, but also 100-year flood events throughout southern Piauí State. Crews were only able to return safely to the area in the late fall of 2020.
The preliminary work program completed late in 2020 included the collection of 102 stream sediment samples and 24 rock grab samples in the Corrente and Parnaguá permits blocks. Although stream sediment sampling was completed roughly at 1 sample per square kilometre and results are subdued, a broad cluster of the 67 samples collected in the Corrente Permit Block were anomalous in copper (8 samples; 12.5 - 48 ppm Cu), cobalt (4 samples: 11 - 17 ppm Co); barium (4 samples; 500 - 800 ppm Ba) thallium (4 samples; 0.5 - 1.0 ppm Tl). Sampling on the Parnaguá Permit Block produced similar results, although at a lower density due to access problems and lack of time.
Next steps for GIGA include increased density stream sediment sampling, follow-up prospecting and possible testing for copper mineralization using a water well drill. Geological mapping is required to fully identify the extent of the likely stratigraphic host rocks within the Aracá basin, notably where they are exposed by structural windows associated with graben faults.
Results from Operations
During the three months ended March 31, 2021
Other items - During the three months ended March 31, 2021 ("2021"), the Company recorded a loss of $592,106 as compared to a loss of $429,073 during the three months ended March 31, 2020 ("2020"). The loss during the 2021 period increased primarily due to increased stock-based compensation expense from $5,946 in the 2020 period to $143,593 in the 2021 period.
General and Administrative - During 2021, the Company incurred loss of $592,106 ($0.01 per share) compared to a loss of $429,073 ($0.01 per share) during 2020. The administrative expenses for 2021 were $599,942, up from $434,253 in 2020. Total administrative expenses include two non-cash expenses, amortization and stock-based compensation. These amounts were $24,478 (2020: $24,478) and $143,593 (2020: $5,946) in 2021, respectively. Excluding non-cash expenses, the 2021 administrative expenses were $431,871 up from $403,829 in 2020 due primarily to an increase in corporate communications and investor relations partially offset by a decrease in consulting fees. Corporate communications and investor relations expenses in 2021 were $136,980 (2020: $46,391), an increase of $90,589. Consulting fees were $94,865 (2020: $154,354), a decrease of $59,489 due to conducting due diligence in 2020 on a potential acquisition of mineral rights. Legal, accounting and audit expenses in 2021 were $69,133 (2020: $56,090) an increase of $13,043. Management and directors' fees in 2021 were $65,758 down $17,889 from the $83,647 incurred in 2020. Office and general expenses in 2021 were $65,135 (2020: $34,573), an increase of $30,562. Travel and accommodation expenses were $nil compared to $28,774 in 2020. Excluding amortization and stock-based compensation, the total general and administrative expenses for 2021 were approximately $144,000 per month compared to $135,000 per month in 2020. During 2021, the Company earned $2,824 from interest income compared to $2,620 for 2020.
Exploration - During the 2021 period, the Company incurred expenditures on exploration and evaluation assets of $209,532 including $21,760 on environmental studies, $146,851 on geological and engineering services, $10,396 on metallurgy and $28,614 on survey, mapping and camp relating to the Turnagain Project. An additional $7,377 was incurred on the Brazil Project.
Summary of Quarterly Results
The following is selected financial data from the Company's unaudited quarterly financial statements for the last eight quarters ending with the most recently completed quarter, being March 31, 2021.
|
|
Three Months Ended ($) |
|||
|
|
March 31, |
December 31, 2020 |
September 30, 2020 |
June 30, |
|
Total Revenues |
- |
- |
- |
- |
|
Loss |
(592,106) |
(971,965) |
(316,883) |
(303,877) |
|
Loss Per Share (basic and diluted) |
(0.01) |
(0.01) |
(0.01) |
(0.01) |
|
Exploration and evaluation interest expenditures |
216,909 |
310,280 |
281,668 |
225,343 |
|
|
Three Months Ended ($) |
|||
|
|
March 31, |
December 31, |
September 30, 2019 |
June 30, |
|
Total Revenues |
- |
- |
- |
- |
|
(Loss) Income |
(429,073) |
(745,280) |
(723,775) |
(544,245) |
|
(Loss) Income Per Share (basic and diluted) |
(0.01) |
(0.01) |
(0.01) |
(0.01) |
|
Exploration and evaluation interest expenditures |
546,215 |
607,851 |
592,291 |
514,373 |
The variation in loss in each quarter is due primarily to the timing of recognizing share-based compensation expense. During the last eight quarters, share-based compensation expense was $143,593, $612,883, $nil, $(3,284), $5,946, $162,913, $84,450 and $186,048. The remaining loss is primarily from general and administrative expenses. Excluding amortization and stock-based compensation, the total general and administrative expenses for the three months ended March 31, 2021 were approximately $144,000 per month compared to $112,000 per month during the year ended December 31, 2020.
Financing Activities and Capital Expenditures
On April 23, 2021, the Company completed a marketed public offering of 13,667,755 units (the "Units") of the Company, including 1,067,755 Units issued pursuant to the over-allotment option which was exercised in part, for gross proceeds of $6,466,708.
The Units consist of 8,397,455 non-flow through units priced at $0.45 comprised of one common share and one common share purchase warrant, and 5,270,300 flow through units priced at $0.51 comprised of one flow through common share and one warrant. Each warrant entitles the holder thereof to purchase one non-flow through common share at a price of $0.60 until April 23, 2024.
In connection with the offering, the Company paid a cash commission equal to 6.5% of the gross proceeds and a number of compensation warrants equal to 6.5% of the Units sold under the offering. Each compensation warrant shall entitle the holder thereof to purchase one unit (on a non-flow through basis) having the same terms as a Unit at the exercise price of $0.45 until April 23, 2024.
On April 27, 2021, the Company completed a private placement of 1,015,823 units of the Company. The units consist of 600,000 non-flow through units priced at $0.45 comprised of one common share and one common share purchase warrant, and 415,823 flow through units priced at $0.51 comprised of one flow through common share and one warrant. Each warrant entitles the holder thereof to purchase one non-flow through common share at a price of $0.60 until April 27, 2024. In connection with the offering, the Company paid a cash commission equal to 6.5% of the gross proceeds.
The Company intends to use the net proceeds from the offerings to advance the Company's Turnagain project as further set out in the Company's final short form prospectus dated April 19, 2021. A copy of the prospectus is available under the Company profile at www.sedar.com.
During the three months ended March 31, 2021 and 2020, the Company did not complete any equity financings.
Liquidity and Capital Resources
At March 31, 2021, the Company had working capital of $2,816,501 compared to working capital of $3,735,356 as at December 31, 2020. Accounts payable and accrued liabilities at March 31, 2021 were $334,975 and the current portion of the office lease obligation was $91,379.
As of March 31, 2021, the Company had sufficient working capital to continue operations for at least 12 months and to conduct an exploration program on the Turnagain project.
Transactions with Related Parties
| For the three months ended March 31, |
||||||
| 2021 $ |
2020 $ |
|||||
| Accounting fees(1) | 9,343 | 8,279 | ||||
| Directors fees(2) | 4,500 | 22,500 | ||||
| Management fees(3) | 57,000 | 57,000 | ||||
| Stock-based compensation | 113,086 | - | ||||
| 183,929 | 87,779 | |||||
(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.
(3) Fees paid to Mark Jarvis, CEO and Director, Martin Vydra, President and Director, and Leslie Young, corporate secretary.
There was $4,521 owing to related parties at March 31, 2021 (December 31, 2020 - $1,943) included in accounts payable. The balances owing are unsecured, non-interest bearing, and have no specific terms of repayment. As at March 31, 2021, the accounts payable owing to related parties was due to Malaspina Consultants Inc. and a company with common directors, Shoal Point Energy Ltd.
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, 2021 amounted to $57,343 (2020 - $74,279) for short-term benefits and $111,044 (2020 - $nil) for stock-based compensation.
The Company has a month to month office sublease with a company with common directors, Shoal Point Energy Ltd. During the three months ended March 31, 2021, the Company recorded office sublease income of $7,037 (2020 - $7,037) relating to the sublease.
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'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 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, 2021, the Company had 70,344,850 shares issued. The Company had 7,000,000 stock options outstanding with exercise prices ranging from $0.10 to $0.60, an average price of $0.48 and an average life of 4.11 years. The Company had no warrants outstanding as at March 31, 2021.
|
Summary of Share data at March 31, 2021 |
|||
|
|
|
Average |
|
|
|
|
Price |
Life in Years |
|
Issued shares |
70,344,850 |
|
|
|
Options |
7,000,000 |
$0.48 |
4.11 |
|
Warrants |
- |
|
|
|
Fully Diluted |
77,344,850 |
|
|
|
Summary of Share data at May 31, 2021 |
|||
|
|
|
Average |
|
|
|
|
Price |
Life in Years |
|
Issued shares |
85,303,428 |
|
|
|
Options |
6,725,000 |
$0.50 |
4.10 |
|
Warrants |
(1)15,571,982 |
$0.59 |
2.90 |
|
Fully Diluted |
107,600,410 |
|
|
(1) 888,404 of the warrants are exercisable into units with each unit being comprised of one common share and warrant. Each warrant within the unit entitles the holder therefor to purchase one common share at a price of $0.60 until April 23, 2024.
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 consolidated financial statements for the three months ended March 31, 2021 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.
Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate
I, Mark Jarvis, Chief Executive Officer of Giga Metals Corporation,
1. 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, 2021.
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.
Date: MAY 31, 2021
"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.
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Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate
I, Matt Anderson, Chief Financial Officer of Giga Metals Corporation,
1. 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, 2021.
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.
Date: May 31, 2021
"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.
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