Management's Discussion and Analysis for the Nine Months Ended March 31, 2018
This discussion and analysis of financial position and results of operation is prepared as at May 28, 2018 and should be read in conjunction with the unaudited condensed consolidated interim financial statements and the accompanying notes for the nine months ended March 31, 2018 of Hansa Resources Limited (“Hansa” or “the Company”). The following disclosure and associated condensed consolidated interim financial statements are presented in accordance with International Financial Reporting Standards (“IFRS”). Except as otherwise disclosed, all dollar figures included therein and in the following management’s discussion and analysis (“MD&A”) are quoted in Canadian dollars.
Forward Looking Statements
This MD&A contains certain statements that may constitute “forward-looking statements”. Forward-looking statements include but are not limited to, statements regarding future anticipated exploration programs and the timing thereof, and business and financing plans. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or which by their nature refer to future events. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future performance, and that actual results may differ materially from those in forward looking statements as a result of various factors.
Historical results of operations and trends that may be inferred from this MD&A may not necessarily indicate future results from operations. In particular, the current state of the global securities markets may cause significant reductions in the price of the Company’s securities and render it difficult or impossible for the Company to raise the funds necessary to continue operations.
All of the Company’s public disclosure filings, including its most recent management information circular, material change reports, press releases and other information, may be accessed via www.sedar.com and readers are urged to review these materials.
The Company is a reporting issuer in British Columbia and Alberta and trades on the TSX Venture Exchange (“TSXV”) under the symbol “HRL”. The Company is a junior resource company engaged in the acquisition, exploration and development of unproven mineral interests. The Company’s principal office is located at #1305 - 1090 West Georgia Street, Vancouver, British Columbia.
Since 2012 the Company had been conducting prospect generation activities. The Company had previously identified the Zhumba gold prospect (the “Zhumba Property”), which consisted of two claims located in the Kokepektinsky and Ulansky districts in eastern Kazakhstan. Over the years the Company worked to deal with all government agencies to obtain tenure to the Zhumba Property and, after extensive negotiations, in fiscal 2017 the Company was advised by the government of Kazakhstan, through the Ministry of Industry and New Technologies, that the concession to the Zhumba Property had been granted. On June 23, 2017 the Company completed all conditions precedent and finalized the farm out of its 90% interest in the Zhumba Property to Kazzinc Limited (“Kazzinc”). As consideration the Company has received payment of $797,436. The Company will also receive a 1.9% net smelter return royalty on the 90% interest from production at the Zhumba Property.
On February 1, 2018 the Company entered into a mineral property option agreement (the “Option Agreement”) with Poseidon Offshore Minerals Inc. (“Poseidon”). Poseidon has applied for an offshore mineral reconnaissance license (the “License”) to explore for gold, diamonds and heavy minerals on the continental shelf of Ghana. Pursuant to the Option Agreement, Poseidon has granted to the Company an exclusive option to acquire 60% of Poseidon’s direct and indirect interest in and to the License, which would represent a 54% interest in the License taking into account the interests of the Government of Ghana. To earn the interest the Company will be required to fund work programs totaling US $4,000,000 over the 36 month period following the effective date, of which US $100,000 has been paid by the Company as a deposit. The Option Agreement is subject to standard conditions precedent including finalization of all documentation relating to the License and the grant of the License. The transaction remains subject to acceptance of filings with TSXV with respect to the Option Agreement and the grant of the License to Poseidon.
Subsequent to March 31, 2018 the Company made a payment of US $100,000 to the Government of Ghana, Minerals Commission in respect to the review process for the granting of the License.
Selected Financial Data
The following selected financial information is derived from the unaudited condensed interim consolidated financial statements of the Company.
Results of Operations
Three Months Ended March 31, 2018 Compared to Three Months Ended December 31, 2017
During the three months ended March 31, 2018 (“Q3”) the Company reported a net loss of $49,191 compared to a net loss of $80,675 during the three months ended December 31, 2017 (“Q2”). The decrease in loss is mainly attributed to:
(i) the recognition of a foreign exchange gain of $9,126 in Q2 compared to a foreign exchange gain of $28,005 in Q3. The fluctuation arose due to the impact of holding US currencies; and
(ii) an overall decrease of $12,013 in expenses from $92,850 in Q2 compared to $80,837 in Q3.
Nine Months Ended March 31, 2018 Compared to Nine Months Ended March 31, 2017
During the nine months ended March 31, 2018 (the “2018 period”) the Company reported a net loss of $239,933, compared to a net loss of $191,968 for the nine months ended March 31, 2017 (the “2017 period”), an increase in loss of $47,965. The increase in loss during the 2018 period is attributed to:
(i) the recognition of a foreign exchange loss of $6,448 in the 2018 period compared to a foreign exchange gain of $16,438 in the 2017 period; and
(ii) general and administrative expenses increasing $30,017, from $212,360 during the 2017 period to $242,377 during the 2018 period.
During the 2018 period the Company incurred:
(i) $47,383 (2017 - $39,488) for additional legal services rendered with respect to the closing of the disposition of the Zhumba property;
(ii) travel expenses of $13,929 (2017 - $531). During the 2018 period the President of the Company travelled to Kazakhstan and Europe. Travel activities during the 2017 period was limited to regional travel by the Company’s lawyer in Kazakhstan;
(iii) professional fees of $10,000 (2017 - $nil) for corporate advisory services;
(iv) website costs of $13,772 (2017 - $nil) for development of the Company’s website and ongoing maintenance;
(v) office and support fees of $13,230 (2017 - $4,768) were incurred. During the 2018 period the Company paid certain office and support fees in Kazakhstan after the finalization of the farm-out agreement of the Zhumba property to Kazzinc; and
(vi) no general exploration fees. During the 2017 period $41,963 general exploration fees were incurred relating to the Zhumba property.
Financial Condition / Capital Resources
As at March 31, 2018 the Company had working capital of $814,760. The Company is in the process of acquiring an interest in an exploration license in Ghana and conducting a private placement of up to $2,000,000. The exploration and development costs will be substantial. With completion of the anticipated financing the Company expects that it will have sufficient financial resources to meet anticipated exploration activities and corporate administration costs for the next twelve months. The Company’s operations have been funded from equity financings which are dependent upon many external factors and may be difficult to impossible to secure or raise when required. While the Company has been successful in securing financings in the past, there can be no assurance that it will be able to do so in the future.
The Company has no contractual commitments.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
The Company has no proposed transactions.
Changes in Accounting Principles
There are no changes in accounting policies. A detailed summary of all the Company’s significant accounting policies is included in Note 3 to the June 30, 2017 and 2016 annual financial statements.
Related Party Disclosures
A number of key management personnel, or their related parties, hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities. Certain of these entities transacted with the Company during the reporting period. The Company has determined that key management personnel consists of members of the Company’s Board of Directors and Executive Officers.
(a) During the nine months ended March 31, 2018 and 2017 the Company incurred executive management compensation to key management personnel as follows:
As at March 31, 2018, $12,055 (June 30, 2017 - $27,005) remained unpaid.
(b) During the nine months ended March 31, 2018 the Company incurred a total of $13,600 (2017 - $10,700) with Chase Management Ltd. (“Chase”), a private corporation owned by Mr. DeMare, for accounting and administrative services provided by Chase personnel, excluding Mr. DeMare, and $3,015 (2017 - $3,015) for rent. As at March 31, 2018, $2,700 (June 30, 2017 - $4,085) remained unpaid.
Outstanding Share Data
The Company’s authorized share capital is unlimited common shares without par value and unlimited preferred shares without par value. As at May 28, 2018, there were 57,413,317 outstanding common shares and 4,000,000 share options outstanding with an exercise price of $0.05 per common share.