Form 6-K EXETER RESOURCE CORP For: Jun 30
FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of August 2016
Commission File Number 001-33136
Exeter Resource Corporation
(Translation of registrant's name into English)
Suite 1660, 999 West Hastings Street
Vancouver, British Columbia, Canada V6C 2W2
(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.
Form 20-F x Form 40-F o
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): __
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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): __
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
DOCUMENTS FILED AS PART OF THIS FORM 6-K
See the Exhibit Index hereto.
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.
EXETER RESOURCE CORPORATION
(Registrant)
|
Dated: August 18, 2016
|
By: /s/ Cecil Bond
Cecil Bond
Chief Financial Officer
|
EXHIBIT INDEX
Exh. No.
|
Description
|
|
99.1 | Condensed Interim Consolidated Financial Statements for the Six Months Ended June 30, 2016 and 2015 | |
99.2 | Management Discussion and Analysis for the Six Months Ended June 30, 2016 | |
99.3 | Certification of Chief Executive Officer | |
99.4 | Certification of Chief Financial Officer |
Condensed Interim Consolidated Financial Statements
For the six months ended June 30, 2016 and 2015
(Expressed in Canadian Dollars)
(Unaudited)
NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS
Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.
The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company’s management.
The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditor.
Vancouver, Canada
August 12, 2016
2
Exeter Resource Corporation
Condensed Interim Consolidated Statements of Financial Position
(Expressed in Thousands of Canadian Dollars, Except Share Data)
(Unaudited)
|
June 30,
2016 |
December 31,
2015 |
||||||||
Assets
|
|||||||||
Current
|
|||||||||
Cash and cash equivalents
|
(Note 4)
|
$ | 19,638 | $ | 22,308 | ||||
Amounts receivable and prepaid expenses
|
159 | 132 | |||||||
Due from related party
|
(Note 8)
|
24 | 18 | ||||||
Other financial assets
|
97 | 26 | |||||||
19,918 | 22,484 | ||||||||
Property and equipment
|
49 | 59 | |||||||
$ | 19,967 | $ | 22,543 | ||||||
Liabilities
|
|||||||||
Current
|
|||||||||
Accounts payable and accrued liabilities
|
$ | 302 | $ | 311 | |||||
Due to related parties
|
(Note 8)
|
46 | 20 | ||||||
348 | 331 | ||||||||
Shareholders’ Equity
|
|||||||||
Share capital
|
(Note 6)
|
246,134 | 246,089 | ||||||
Contributed surplus
|
46,116 | 45,635 | |||||||
Accumulated deficit
|
(272,750 | ) | (269,556 | ) | |||||
Accumulated other comprehensive income
|
119 | 44 | |||||||
19,619 | 22,212 | ||||||||
$ | 19,967 | $ | 22,543 | ||||||
Contractual Obligations (Note 11)
Approved by the Directors:
“Robert Reynolds”
|
Director
|
|
“John Simmons”
|
Director
|
See accompanying notes to the condensed interim consolidated financial statements
3
Exeter Resource Corporation
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
(Expressed in Thousands of Canadian Dollars, Except Share Data)
(Unaudited)
|
Three months ended
|
Six months ended
|
|||||||||||||
June 30
|
June 30
|
|||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||
Income
|
||||||||||||||
Interest income
|
$ | 50 | $ | 72 | $ | 106 | $ | 160 | ||||||
Expenses
|
||||||||||||||
Accounting and audit
|
5 | 9 | 6 | 15 | ||||||||||
Administration salaries and consulting
|
(Note 7) | 113 | 262 | 252 | 431 | |||||||||
Amortization
|
4 | 10 | 10 | 20 | ||||||||||
Directors’ fees
|
(Note 7) | 108 | 37 | 250 | 75 | |||||||||
Foreign exchange (gain) loss
|
(6 | ) | (18 | ) | 9 | (4 | ) | |||||||
General and administration
|
(Note 10) | 183 | 118 | 291 | 236 | |||||||||
Legal fees
|
21 | 26 | 24 | 64 | ||||||||||
Impairment on available for sale investments
|
- | - | - | 11 | ||||||||||
Management fees
|
(Note 7) | 28 | 28 | 71 | 68 | |||||||||
Mineral property expenditures
|
868 | 1,290 | 2,018 | 3,632 | ||||||||||
Shareholder communications
|
(Notes 5 and 7) | 145 | 82 | 268 | 209 | |||||||||
Stock exchange listing and filing fees
|
- | - | 101 | 122 | ||||||||||
1,469 | 1,844 | 3,300 | 4,879 | |||||||||||
Net loss for the period
|
$ | 1,419 | $ | 1,772 | $ | 3,194 | $ | 4,719 | ||||||
Other comprehensive (income) loss for the period
|
||||||||||||||
Items that may be reclassified to profit or loss:
|
||||||||||||||
Currency translation difference
|
(5 | ) | (4 | ) | (4 | ) | 15 | |||||||
Unrealized gain on available-for-sale investments
|
(56 | ) | (2 | ) | (71 | ) | (2 | ) | ||||||
Net loss and comprehensive loss for the period
|
$ | 1,358 | $ | 1,766 | $ | 3,119 | $ | 4,732 | ||||||
Basic and diluted loss per common share from loss for the period
|
$ | (0.02 | ) | $ | (0.02 | ) | $ | (0.04 | ) | $ | (0.05 | ) | ||
Weighted average number of common shares outstanding
|
88,445,169 | 88,407,753 | 88,420,812 | 88,407,753 |
See accompanying notes to the condensed interim consolidated financial statements
4
Exeter Resource Corporation
Condensed Interim Consolidated Statements of Cash Flows
(Expressed in Thousands of Canadian Dollars, Except Share Data)
(Unaudited)
|
For the six months ended June 30,
|
2016
|
2015
|
|||||||
Operating Activities
|
|||||||||
Net loss for the period
|
$ | (3,194 | ) | $ | (4,719 | ) | |||
Non-cash items:
|
|||||||||
Amortization
|
10 | 20 | |||||||
Loss on available-for-sale investments
|
- | 11 | |||||||
Share-based compensation
|
(Note 7)
|
488 | 70 | ||||||
(2,696 | ) | (4,618 | ) | ||||||
Changes in non-cash working capital items:
|
|||||||||
Amounts receivable and prepaid expenses
|
(26 | ) | (40 | ) | |||||
Due from related parties
|
(6 | ) | 2 | ||||||
Due to related parties
|
25 | (19 | ) | ||||||
Accounts payable and accrued liabilities
|
(11 | ) | (758 | ) | |||||
Cash outflow from operating activities
|
(2,714 | ) | (5,433 | ) | |||||
Financing Activities
|
|||||||||
Issue of share capital for cash (Note 7)
|
38 | - | |||||||
Cash flows from financing activities
|
38 | - | |||||||
Investing Activities
|
|||||||||
Acquisition of property and equipment
|
- | (9 | ) | ||||||
Cash flows from investing activities
|
- | (9 | ) | ||||||
Effect of foreign exchange rate change on cash
|
6 | 4 | |||||||
Net decrease in cash and cash equivalents
|
(2,670 | ) | (5,438 | ) | |||||
Cash and cash equivalents – beginning of the period
|
22,308 | 30,752 | |||||||
Cash and cash equivalents – end of the period
|
$ | 19,638 | $ | 25,314 |
See accompanying notes to the condensed interim consolidated financial statements
5
Exeter Resource Corporation
Condensed Interim Consolidated Statements of Changes in Equity
(Expressed in Thousands of Canadian Dollars, Except Share Data)
(Unaudited)
|
Issued Share Capital | |||||||||||||||||||||
Number of Shares |
Amount | Contrtibuted Surplus |
Deficit | Accumulated Other Comprehensive Income (Loss) |
Total Shareholders' Equity |
||||||||||||||||
Balance - January 1, 2015
|
88,407,753 | $ | 246,089 | $ | 44,404 | $ | (260,659 | ) | $ | 40 | $ | 29,874 | |||||||||
Activity during the period:
|
|||||||||||||||||||||
- |
Share-based compensation
|
- | - | 70 | - | - | 70 | ||||||||||||||
- |
Other comprehensive income
|
- | - | - | - | (13 | ) | (13 | ) | ||||||||||||
- |
Net loss for the period
|
- | - | - | (4,719 | ) | - | (4,719 | ) | ||||||||||||
Balance - June 30, 2015
|
88,407,753 | $ | 246,089 | $ | 44,474 | $ | (265,378 | ) | $ | 27 | $ | 25,212 | |||||||||
Activity during the period:
|
|||||||||||||||||||||
- |
Share-based compensation
|
- | - | 1,161 | - | - | 1,161 | ||||||||||||||
- |
Other comprehensive income
|
- | - | - | - | 17 | 17 | ||||||||||||||
- |
Net loss for the period
|
- | - | - | (4,178 | ) | - | (4,178 | ) | ||||||||||||
Balance - December 31, 2015
|
88,407,753 | $ | 246,089 | $ | 45,635 | $ | (269,556 | ) | $ | 44 | $ | 22,212 | |||||||||
Activity during the period:
|
- |
Exercise of stock options
|
75,000 | 38 | - | - | - | 38 | ||||||||||||||
-
|
|
Contributed surplus allocated on exercise of options
|
- | 7 | (7 | ) | - | - | - | ||||||||||||
- |
Share-based compensation
|
- | - | 488 | - | - | 488 | ||||||||||||||
- |
Other comprehensive loss
|
- | - | - | - | 75 | 75 | ||||||||||||||
- |
Net loss for the period
|
- | - | - | (3,194 | ) | - | (3,194 | ) | ||||||||||||
Balance - June 30, 2016 | 88,482,753 |
|
$ | 246,134 | $ | 46,116 | $ | (272,750 | ) | $ | 119 | 19,619 |
See accompanying notes to the condensed interim consolidated financial statements
6
Exeter Resource Corporation
|
Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)
For the six months ended June 30, 2016 and 2015
(tabular amounts in 000’s)
|
1.
|
Nature of Business
|
Exeter Resource Corporation (“Exeter” or the “Company”) is an exploration stage company incorporated under the laws of British Columbia, Canada and together with its subsidiaries, it is engaged in the acquisition and exploration of mineral properties located in the Americas.
The Company is in the process of exploring its mineral properties. The continued operation of the Company is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of such properties, and the profitable production from or disposition of such properties.
The Company has its primary listing on the Toronto Stock Exchange and a secondary listing on the NYSE-MKT. The Company’s head office is located at 1660 - 999 West Hastings Street, Vancouver, BC, Canada, V6C 2W2.
2.
|
Basis of Preparation
|
These condensed interim consolidated financial statements have been prepared in compliance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”), as applicable to interim financial reports including IAS 34 “Interim Financial Reporting”. Accordingly, the accounting policies followed by the Company are set out in Note 4 of the audited consolidated financial statements for the year ended December 31, 2015, and have been consistently followed in the preparation of these condensed interim consolidated financial statements. These condensed interim consolidated financial statements do not include all the information and note disclosure required by IFRS for annual financial statements, and therefore, should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2015.
These condensed interim consolidated financial statements were approved by the Board of Directors on August 12, 2016.
3. Financial Instruments
The carrying amounts of cash and cash equivalents, amounts receivable, accounts payable and accrued liabilities and due to and from related parties approximate fair value due to the short term nature of these financial instruments.
Fair value measurements are categorized within the following hierarchy:
Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 - inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and
Level 3 - inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
The marketable securities held by the Company are carried at fair value based on quoted prices in the active market (Level 1).
The Company has no other financial assets or liabilities measured at fair value on a recurring basis.
4.
|
Cash and Cash Equivalents
|
(in thousands)
|
June 30,
2016
|
December 31,
2015 |
||||||
Cash
|
||||||||
Cash at bank
|
$ | 10,014 | $ | 12,728 | ||||
Investment savings accounts
|
9,624 | 9,580 | ||||||
Total
|
$ | 19,638 | $ | 22,308 |
7
Exeter Resource Corporation
|
Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)
For the six months ended June 30, 2016 and 2015
(tabular amounts in 000’s)
|
5.
|
Mineral Properties - Acquisition and Mineral Property Costs
|
|
a)
|
Acquisition Costs
|
Caspiche
By an agreement dated October 11, 2005 and subsequently amended, the Company acquired the right to review a number of properties in the Maricunga region of Chile. Under the terms of the agreement, the Company had the right to earn a 100% interest in the properties by incurring aggregate expenditures of US$2.55 million over five years including conducting 15,500 meters (“m”) of drilling with the vendor retaining a 3% net smelter royalty (“NSR”) in the properties.
Having met the requirements to earn its interest in the properties effective February 14, 2011 the Company exercised its option and acquired the properties. The vendor retains a 3% NSR from production from the property and has the right to buy the property back by reimbursing certain of the Company’s expenditures incurred on the property if it is not put into production within 15 years of exercising the option. In addition, the Company will be required to pay a further 0.08% NSR from production pursuant to an agreement with a private entity. The Company is required to make an advance annual royalty payment of US$250,000 up until March 31, 2020 (US$1,500,000 paid to June 30, 2016) and thereafter US$1 million annually for the period March 31, 2021 to March 31, 2025 or until commencement of commercial production, should production commence prior to March 31, 2025, at which time the advance royalty will cease and the NSR will be payable.
Water agreement
In January 2014, the Company’s Chilean subsidiary, Sociedad Contractual Minera Eton Chile (“Eton”), negotiated new water exploration agreement (“Water Agreement”) terms with the Chilean subsidiary of Canadian company Atacama Pacific Gold Corporation (“Atacama Pacific”). The new terms amend the original agreement entered into between the parties in May 2013. The Water Agreement allows Eton to earn an additional 40% interest, for an aggregate 90% interest, in any water rights granted following the discovery of water near Peñas Blancas (Laguna Verde) in the Maricunga region, northern Chile. To earn the additional 40% interest, Eton is required to incur an additional 40% (total of 90%) of all expenditures relating to exploration and potential development on the water tenements. In addition, in the event of approval of water rights by the General Directorate of Water Resources (“DGA”), Eton will assume Atacama Pacific’s obligation to pay Hydro Exploraciones SpA (“Hydro”), an Atacama Pacific affiliate, US$15,000 per litre per second (“l/s”) of DGA approved water rights. Atacama Pacific will remain obligated to pay Hydro US$15,000 per l/s on its 10% interest. Regardless of the total amount of DGA approved water acquired, payments to Hydro are capped at US$1 million. These payments are not applicable to Eton’s original 50% interest in any water rights acquired. In addition, Eton will pay US$5,000 per month to Hydro from the date of any application for water rights for assisting with securing such water rights. The aggregate of the monthly payments are deductible from any amount payable to Hydro for water rights acquired. In Q4 2015, the Company was granted a provisional easement over the area covering the water exploration holes.
8
Exeter Resource Corporation
|
Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)
For the six months ended June 30, 2016 and 2015
(tabular amounts in 000’s)
|
5.
|
Mineral Properties - Acquisition and Mineral Property Costs (Continued)
|
Land easement
The Company has a lease agreement with the Chilean Government for the surface rights that correspond to its initial mineral rights in the area. On June 10, 2013 the Company announced that its application for surface rights at Caspiche had been granted by the Chilean Government; this easement extends this area to cover most of its additional tenements as well as areas that may be required for potential development of a mine at Caspiche. In order to maintain these rights, which are valid for 25 years, the Company is required to make total payments of 158,876 Unidades de Fomento (UF)*, an equivalent of approximately US$6.5 million of which US$3.0 million has been paid to June 30, 2016. Seven annual payments of approximately US$505,000 each remain payable.
* Unidad de Fomento (UF). This is a unit of account used in Chile. The exchange rate between the UF and the Chilean peso is constantly adjusted to inflation so that the value of the UF remains constant.
|
b)
|
Mineral Property Costs
|
The tables below show the Company’s mineral property expenditures for the periods ended
June 30, 2016 and 2015.
2016 | ||||||||||||
(in thousands)
|
Generative
|
Chile
|
Total
|
|||||||||
Access, advance royalty and easement payments
|
$ | - | $ | 383 | $ | 383 | ||||||
Consultants and contractors
|
- | 117 | 117 | |||||||||
Engineering and geological *
|
117 | 247 | 364 | |||||||||
Environmental
|
- | 87 | 87 | |||||||||
Field camp
|
- | 129 | 129 | |||||||||
IVA tax
|
- | 12 | 12 | |||||||||
Legal and title
|
- | 237 | 237 | |||||||||
Metallurgical
|
- | 47 | 47 | |||||||||
Office operations
|
- | 98 | 98 | |||||||||
Travel
|
- | 173 | 173 | |||||||||
Wages and benefits
|
48 | 323 | 371 | |||||||||
Mineral property costs
|
$ | 165 | $ | 1,853 | $ | 2,018 |
* Includes share-based compensation as reflected below:
2016
|
||||||||||||
(in thousands)
|
Generative
|
Chile
|
Total
|
|||||||||
Engineering and geological
|
$ | - | $ | 98 | $ | 98 | ||||||
Wages and benefits
|
22 | 41 | 63 | |||||||||
Total
|
$ | 22 | $ | 139 | $ | 161 |
9
Exeter Resource Corporation
|
Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)
For the six months ended June 30, 2016 and 2015
(tabular amounts in 000’s)
|
5.
|
Mineral Properties - Acquisition and Mineral Property Costs (Continued)
|
|
b)
|
Mineral Property Costs
|
2015
|
||||||||||||
(in thousands)
|
Generative
|
Chile
|
Total
|
|||||||||
Access, advance royalty and easement payments
|
$ | - | $ | 363 | $ | 363 | ||||||
Consultants and contractors
|
- | 277 | 277 | |||||||||
Drilling
|
- | 822 | 822 | |||||||||
Engineering and geological *
|
98 | 281 | 379 | |||||||||
Environmental
|
- | 80 | 80 | |||||||||
Field camp
|
- | 302 | 302 | |||||||||
IVA tax
|
- | 366 | 366 | |||||||||
Legal and title
|
- | 320 | 320 | |||||||||
Metallurgical
|
- | 7 | 7 | |||||||||
Office operations
|
- | 101 | 101 | |||||||||
Resource development
|
- | 3 | 3 | |||||||||
Travel
|
26 | 150 | 176 | |||||||||
Wages and benefits
|
- | 436 | 436 | |||||||||
Mineral property costs
|
$ | 124 | $ | 3,508 | $ | 3,632 |
* Includes share-based compensation as reflected below:
2015
|
||||||||
(in thousands)
|
Chile
|
Total
|
||||||
Engineering and geological
|
$ | 43 | $ | 43 | ||||
Total
|
$ | 43 | $ | 43 |
6.
|
Share Capital
|
The Company is authorized to issue an unlimited number of common shares without par value and an unlimited number of preferred shares.
7.
|
Stock Option Plan
|
The Company has adopted an incentive stock option plan (the “Plan”). On May 31, 2013, shareholders approved an amendment reducing the aggregate number of shares of the Company’s capital stock issuable pursuant to options granted under the Plan, such that options granted under the Plan may not exceed 10% of the issued and outstanding shares of the Company at the time of the option grant. The renewal of the amended plan was approved by shareholders on June 7, 2016. At June 30, 2016, the maximum number of options issuable under the Plan was 8,848,275. Options granted under the Plan may have a maximum term of ten years, but options granted to date have had a life of 5 years.
Unless subsequently amended, the exercise price of options granted under the Plan will not be less than the last closing market price of the Company’s shares immediately preceding the grant date. Options granted under the Plan may be subject to vesting at times as determined by the directors of the Company and the Toronto Stock Exchange. Stock options usually vest in tranches over a period of 1 to 2 years (50 - 100% per year).
10
Exeter Resource Corporation
|
Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)
For the six months ended June 30, 2016 and 2015
(tabular amounts in 000’s)
|
7.
|
Stock Option Plan (Continued)
|
A summary of the changes in share options during the period is as follows:
June 30, 2016
|
December 31, 2015
|
|||||||||||||||
Options
|
Weighted
Average Exercise
Price
|
Options
|
Weighted
Average Exercise
Price
|
|||||||||||||
Options outstanding, beginning of period
|
7,445,000 | $ | 0.53 | 8,253,000 | $ | 1.26 | ||||||||||
Granted
|
- | - | 7,230,000 | 0.53 | ||||||||||||
Exercised
|
(75,000 | ) | 0.50 | - | - | |||||||||||
Cancelled
|
- | - | (7,252,500 | ) | 1.27 | |||||||||||
Forfeited
|
- | - | (410,000 | ) | 1.27 | |||||||||||
Expired
|
- | - | (375,500 | ) | 1.27 | |||||||||||
Options outstanding, end of period
|
7,370,000 | $ | 0.53 | 7,445,000 | $ | 0.53 | ||||||||||
During 2015, option holders voluntarily surrendered 7,252,500 options and the Company accounted for these as cancellations whereby the unvested balance of the original fair value was immediately expensed in the amount of $nil. Additionally, the Company re-priced 215,000 options which ranged in price from $0.70 to $1.27 to an exercise price of $0.50 per option, recognizing $38,650 in share-based compensation.
During 2015, the Company granted 7,230,000 options at an average exercise price of $0.53. Of the options granted, 1,500,000 were accounted for as a re-pricing from an exercise price of $1.22 to an exercise price of $0.54 resulting in the Company recognizing $138,809 in share-based compensation. The remaining 5,730,000 options were accounted for as a new grant and the Company recognized share-based compensation expense of $1,053,577. Total share-based compensation for the year ended 2015 was $1,231,036.
There were 75,000 (2015 - nil) options exercised during the period at an average exercise price of $0.50 (2015 –nil).
The following table summarizes information about the stock options outstanding at June 30, 2016.
Outstanding Options
|
Exercisable Options
|
|||||||||||||||||||||
Prices ($)
|
Number
|
Weighted Average
Remaining Life
(Years)
|
Weighted
Average
Exercise Price
|
Number
|
Weighted
Average
Exercise Price
|
|||||||||||||||||
0.50 | 2,830,000 | 4.20 | $ | 0.50 | 1,502,500 | $ | 0.50 | |||||||||||||||
0.54 | 1,750,000 | 4.16 | 0.54 | 875,000 | 0.54 | |||||||||||||||||
0.56 | 2,790,000 | 4.14 | 0.56 | 1,395,000 | 0.56 | |||||||||||||||||
7,370,000 | 4.17 | $ | 0.53 | 3,772,500 | $ | 0.53 |
Share-based Compensation
No options were granted by the Company during the periods ended June 30, 2016 and 2015.
Share-based compensation expense of $488,000 (2015 - $70,000) was recognised during the period and was allocated to contributed surplus.
11
Exeter Resource Corporation
|
Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)
For the six months ended June 30, 2016 and 2015
(tabular amounts in 000’s)
|
7.
|
Stock Option Plan (Continued)
|
Share-based compensation expense for the three month periods ended June 30 has been allocated as follows:
(in thousands)
|
Three Months ended
June 30
|
Six Months ended
June 30
|
||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Administration salaries and consulting
|
$ | 40 | $ | 13 | $ | 107 | $ | 27 | ||||||||
Directors’ fees
|
83 | - | 198 | - | ||||||||||||
Management fees
|
8 | - | 22 | - | ||||||||||||
Mineral property expenditures
|
62 | 21 | 161 | 43 | ||||||||||||
Total
|
$ | 193 | $ | 34 | $ | 488 | $ | 70 |
8.
|
Related Party Transactions
|
An amount due from a related party of $24,000 at June 30, 2016 (December 31, 2015 - $18,000) is for the recovery of common expenditures from Rugby Mining Limited (“Rugby”). The amounts due from related parties are non-interest bearing and are due on demand.
Amounts due to related parties of $46,000 at June 30, 2016 (December 31, 2015 - $20,000) is for management, consulting and exploration fees and for expenses incurred while conducting the Company’s business. The amounts due to related parties are non-interest bearing and are due on demand.
During the period ended June 30, 2016 a total of $335,000 (2015 - $428,000) was paid or accrued for related party transactions as described below:
|
a)
|
Exploration and consulting fees of $70,000 (2015 - $100,000) were paid or accrued to a corporation of which a Co-Chairman of the Company is a principal. As at June 30, 2016, the Company had amounts owing of $10,000 (December 31, 2015 - $5,000) to this company.
|
|
b)
|
Exploration fees of $135,000 (2015 - $141,000) were paid or accrued to a corporation controlled by the Vice-President, Development and Operations. As at June 30, 2016, the Company had amounts owing of $18,000 (December 31, 2015 - $13,000) to this company.
|
|
c)
|
Management fees of $42,000 (2015 - $62,000) were paid to a corporation controlled by a Co-Chairman of the Company. As at June 30, 2016, the Company had amounts owing of $8,000 (December 31, 2015 - $Nil) to this company.
|
|
d)
|
Management fees of $88,000 (2015 - $125,000) were paid or accrued to a corporation controlled by the Chief Financial Officer of the Company. As at June 30, 2016, the Company had amounts owing of $10,000 (December 31, 2015 - $2,000) to this company.
|
12
Exeter Resource Corporation
|
Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)
For the six months ended June 30, 2016 and 2015
(tabular amounts in 000’s)
|
9.
|
Executive Compensation
|
Key management personnel are those persons that have the authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel of the Company include executive officers and the board of directors.
The following compensation has been provided to key management personnel for the six month periods ended June 30:
(in thousands)
|
2016
|
2015
|
||||||
Compensation - cash
|
$ | 375 | $ | 537 | ||||
Share-based payments
|
372 | 62 | ||||||
Total
|
$ | 747 | $ | 599 |
10. Expenses by Nature
General and administration expense for the three month periods ended June 30 is made up of the following:
(in thousands)
|
Three Months ended
June 30
|
Six Months ended
June 30
|
||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Bank charges
|
$ | 2 | $ | 2 | $ | 4 | $ | 4 | ||||||||
Office
|
57 | 55 | 106 | 106 | ||||||||||||
Rent
|
37 | 44 | 76 | 88 | ||||||||||||
Telecommunications
|
7 | 6 | 12 | 11 | ||||||||||||
Transfer agent
|
- | 2 | 3 | 7 | ||||||||||||
Travel and promotion
|
80 | 9 | 90 | 20 | ||||||||||||
Total
|
$ | 183 | $ | 118 | $ | 291 | $ | 236 |
11.
|
Contractual Obligations
|
The Company leases offices in Canada and Chile and has land easement payments and advance royalty obligations related to its properties. Option payments and property expenditure obligations are contingent on exploration results and can be cancelled at any time should exploration results so warrant. Other financial commitments are summarized in the table below:
Payments Due by Year
(in thousands)
|
Total
|
2016
|
2017 – 2018 | 2019 – 2020 | 2021 - 2026 | |||||||||||||||
Advance royalty payments*
|
$ | 7,751 | $ | - | $ | 646 | $ | 646 | $ | 6,459 | ||||||||||
Land easement payments**
|
4,495 | 652 | 1,304 | 1,304 | 1,235 | |||||||||||||||
Office and equipment leases
|
202 | 149 | 53 | - | - | |||||||||||||||
Property access agreements
|
575 | 78 | 105 | 105 | 287 | |||||||||||||||
Total
|
$ | 13,023 | $ | 879 | $ | 2,108 | $ | 2,055 | $ | 7,981 |
* Obligation in US dollars converted to Canadian dollars at the closing rate of the reporting period (1 USD = 1.2917 CAD).
** Obligation in Unidad de Fomento (UF). This value is converted to Canadian dollars at the closing rate of the reporting period (1 UF = 26,052.07 CHP).
5
13
Exeter Resource Corporation
|
Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)
For the six months ended June 30, 2016 and 2015
(tabular amounts in 000’s)
|
12.
|
Segmented Information
|
The Company’s activities are all in the one reportable operating segment - mineral property acquisition, expenditures and development. The following provides required disclosures on a geographic basis:
As at June 30, 2016
(in thousands)
|
Canada
|
Chile
|
Total
|
|||||||||
Cash and cash equivalents
|
$ | 19,478 | $ | 160 | $ | 19,638 | ||||||
Amounts receivable and prepaid expenses
|
128 | 31 | 159 | |||||||||
Due from related parties
|
24 | - | 24 | |||||||||
Other financial assets
|
97 | - | 97 | |||||||||
Property and equipment
|
5 | 44 | 49 | |||||||||
19,732 | 235 | 19,967 | ||||||||||
Current Liabilities
|
(189 | ) | (159 | ) | (348 | ) | ||||||
$ | 19,543 | $ | 76 | $ | 19,619 | |||||||
Three months ended June 30, 2016
|
||||||||||||
Mineral property expenditures
|
$ | 80 | $ | 788 | $ | 868 | ||||||
Net loss
|
$ | 542 | $ | 877 | $ | 1,419 | ||||||
Six months ended June 30, 2016
|
||||||||||||
Mineral property expenditures
|
$ | 165 | $ | 1,853 | $ | 2,018 | ||||||
Net loss
|
$ | 1,156 | $ | 2,038 | $ | 3,194 |
As at December 31, 2015
(in thousands)
|
Canada
|
Chile
|
Total
|
|||||||||
Cash and cash equivalents
|
$ | 22,268 | $ | 40 | $ | 22,308 | ||||||
Amounts receivable and prepaid expenses
|
79 | 53 | 132 | |||||||||
Due from related parties
|
18 | - | 18 | |||||||||
Other financial assets
|
26 | - | 26 | |||||||||
Property and equipment
|
7 | 52 | 59 | |||||||||
22,398 | 145 | 22,543 | ||||||||||
Current liabilities
|
(193 | ) | (138 | ) | (331 | ) | ||||||
$ | 22,205 | $ | 7 | $ | 22,212 | |||||||
Three months ended June 30, 2015
|
||||||||||||
Mineral property expenditures
|
$ | 124 | $ | 1,166 | $ | 1,290 | ||||||
Net loss
|
$ | 465 | $ | 1,307 | $ | 1,772 | ||||||
Six months ended June 30, 2015
|
||||||||||||
Mineral property expenditures
|
$ | 124 | $ | 3,508 | $ | 3,588 | ||||||
Net loss
|
$ | 1,092 | $ | 3,627 | $ | 4,719 |
5
14
EXHIBIT 99.2
Management’s Discussion and Analysis
For The Six Months Ended
June 30, 2016
Management’s Discussion and Analysis
August 12, 2016
In this document: (i) unless the content otherwise requires, references to “our”, “us”, “its”, “the Company” or “Exeter” mean Exeter Resource Corporation and its subsidiaries; (ii) information is provided as at June 30, 2016, unless otherwise stated; (iii) all references to monetary amounts are to Canadian Dollars, unless otherwise stated; and (iv) “$” refers to Canadian Dollars and “US$” refers to US Dollars.
The following discussion is management’s assessment and analysis of the results and financial condition of Exeter and should be read in conjunction with the accompanying unaudited condensed interim consolidated financial statements and related notes.
Forward Looking Statements
This MD&A contains “forward-looking information” and “forward-looking statements” (together, the “forward-looking statements”) within the meaning of applicable securities laws and the United States Private Securities Litigation Reform Act of 1995, as amended. All statements other than statements of historical fact are forward looking statements.
These forward-looking statements, principally under the heading “Outlook”, but also elsewhere in this document include estimates, forecasts and statements as to the Company’s belief with respect to, among other things, potential economics and development options for Caspiche as set out in the amended preliminary economic analysis study released December 19, 2014, the timing of its drilling, exploration programs and exploration results, objectives of and the completion of various studies, potential to secure adequate quantities of water and power, permitting, the Company’s ability to mitigate against foreign exchange risk, the ability of the Company to access capital to fund its activities, the ability of the Company to respond to market fluctuations and government regulations and the ability of the Company to demonstrate that a commercially viable mineral deposit exists on its Caspiche project, and the merits of the legal challenge to the easement over surface rights at Caspiche granted by the Chilean government.
These forward-looking statements appear in a number of different places in this document and can be identified by words and phrases such as, but not limited to, “estimates”, “plans”, “is expected”, “objectives” or variations of such words or phrases, or statements that certain activities, events or results “may”, “would” or “could” occur. While the Company has based these forward-looking statements on its expectations about future events as at the date that this document was prepared, the statements are not a guarantee of the Company’s future performance and are subject to risks, uncertainties, assumptions and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. The Company’s forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and the Company does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change except as required by law. Such factors and assumptions include, amongst others, the effects of general economic conditions; changing foreign exchange rates and actions by government authorities; uncertainties associated with negotiations; misjudgements in the course of preparing forward-looking statements; fluctuations in gold, copper, silver and other commodity prices and currency exchange rates; uncertainties relating to interpretation of drill results and the geology; continuity and grade of mineral deposits; uncertainty of estimates of capital and operating costs; price and availability of capital equipment; price of various other inputs such as fuel, electricity and reagents; recovery rates, production estimates and estimated economic return; the need for cooperation of government agencies and native groups in the exploration and development of properties and the issuance of required permits; the need to obtain additional financing to develop properties and uncertainty as to the availability and terms of future financing; the possibility of delay in exploration or development programs or in construction projects and uncertainty of meeting anticipated program milestones; risks associated with project development, including risks associated with the failure to satisfy the requirements of the Company’s agreement with Anglo American on its Caspiche project which could result in loss of title; uncertainty as to timely availability of permits and other governmental approvals, uncertainty of the outcome of the legal challenge to the grant by the Chilean government of the easement over surface rights, uncertainty regarding the potential to secure adequate water, and other risks and uncertainties disclosed under “Risks” below and other risks and uncertainties disclosed in the Company’s current Annual Information Form, filed with the Canadian securities regulatory authorities and other information released by it and filed with the appropriate regulatory agencies. Although the Company has attempted to identify important risk factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other risk factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from
2
those anticipated in such statements. For the reasons set forth above, readers should not place undue reliance on forward-looking statements. All statements are made as of the date of this MD&A and the Company is under no obligation to update or alter any forward-looking statements except as required under applicable securities laws.
Cautionary note to U.S. Investors concerning reserve and resource estimates
This MD&A and other information released by Exeter have been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) - CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (“CIM Standards”). These definitions differ from the definitions in SEC Industry Guide 7 under the United States Securities Act of 1993, as amended (the “Securities Act”). Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.
In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101 and the CIM Standards; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC Industry Guide 7 standards as in place tonnage and grade without reference to unit measures.
Accordingly, information contained in this MD&A contains descriptions of our mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.
3
Report on Operations
Second Quarter 2016
The Company continued its work on the Caspiche gold-copper project in the Maricunga region of Northern Chile in an effort to advance the project. The primary focus in 2016 is the advancement of programs related to securing water and investigating infrastructure requirements for the Caspiche project as well as the ongoing assessment of lower capital alternatives for the potential development of the project.
Caspiche represents one of the largest mineral discoveries made in Chile in recent years. The unique characteristics of the deposit, with its surface oxide gold zone and higher grade gold-copper core, offer future mining opportunities that range from modest scale oxide heap leach gold production, to larger scale open pit/underground mining of the underlying gold-copper zone.
An amended preliminary economic assessment (“2014 PEA”) for Caspiche released on December 19th, 2014 (with an effective date of April 30, 2014) identified three new potential development options focussed on lower throughputs and the higher grade core of the deposit. All three required lower Capex and would use lower quantities of water to support mining operations compared to previous studies. The 2014 PEA titled “Amended NI 43-101 Technical Report on the Caspiche Project, Atacama Region, Chile” dated December 19th, 2014 prepared by Santiago based engineering consultancies, NCL Ingeniería y Construcción and Alquimia Conceptos S.A. can be found at www.exeterresource.com or on SEDAR.
PROJECTS
CHILE
Caspiche Project
Northern Chile - Maricunga
In 2005, the Company entered into an agreement with Anglo American with respect to seven properties in the Maricunga region of Chile. The terms of the agreement provided for increasing annual drilling and exploration commitments over five years, and the phased reversion of five properties to Anglo American. Exeter satisfied its obligations under the agreement, having spent more than the required minimum of US$2.55 million, including completing more than 15,500 metres (“m”) of required drilling, and exercised its option to acquire a 100% interest in the Caspiche property in February 2011. Anglo American retains a 3% net smelter royalty (“NSR”) from production from the property and has the right to buy the property back by reimbursing certain of the Company’s expenditures incurred on the property if it is not put into production within 15 years from the date the Company exercised its option. In addition, the Company will be required to pay a further 0.08% NSR from production pursuant to an agreement with a private entity.
The Company is required to make an advance annual royalty payment of US$250,000 up until March 31, 2020 (US$1,500,000 paid to June 30, 2016) and thereafter US$1 million annually for the period March 31, 2021 to March 31, 2025 or until commencement of commercial production, should production commence prior to March 31, 2025, at which time the advance royalty will cease and the NSR will be payable.
The Caspiche project is located in a prolific region of gold-porphyry deposits, 15 kilometres (“km”) (10 miles) southeast of Kinross Gold’s Maricunga open pit mine (formerly known as the Refugio mine) and 11 km (7 miles) north of Barrick Gold – Kinross Gold’s Cerro Casale project.
Water agreement
In January 2014, the Company’s Chilean subsidiary, Sociedad Contractual Minera Eton Chile (“Eton”), negotiated new water exploration agreement (“Water Agreement”) terms with the Chilean subsidiary of Canadian company Atacama Pacific Gold Corporation (“Atacama Pacific”). The new terms amend the original agreement entered into between the parties in May 2013. The Water Agreement allows Eton to earn an additional 40% interest, for an aggregate 90% interest, in any water rights granted following the discovery of water near Peñas Blancas (Laguna Verde) in the Maricunga region, northern Chile. To earn the additional 40% interest, Eton is required to incur an additional 40% (total of 90%) of all expenditures relating to exploration and potential development on the water tenements. In addition, in the event of approval of water rights by the General Directorate of Water Resources (“DGA”), Eton will assume Atacama Pacific’s obligation to pay Hydro Exploraciones SpA (“Hydro”), an Atacama
4
Pacific affiliate, US$15,000 per litre per second (“l/s”) of DGA approved water rights. Atacama Pacific will remain obligated to pay Hydro US$15,000 per l/s on its 10% interest. Regardless of the total amount of DGA approved water acquired, payments to Hydro are capped at US$1 million. These payments are not applicable to Eton’s original 50% interest in any water rights acquired. In addition, Eton will pay US$5,000 per month to Hydro from the date of any application for water rights for assisting with securing such water rights. The aggregate of the monthly payments are deductible from any amount payable to Hydro for water rights acquired.
Land easement
The Company has a lease agreement with the Chilean Government for the surface rights that correspond to its initial mineral rights in the area and subsequent to June 30, 2016 the lease was renewed for a further 10 year period at an annual rate of approximately US$40,000. On June 10, 2013 the Company announced that its application for surface rights at Caspiche had been granted by the Chilean Government, this easement extends this area to cover most of its additional tenements as well as areas that may be required for potential development of a mine at Caspiche. In order to maintain these rights, which are valid for 25 years, the Company is required to make total payments of 158,876 Unidades de Fomento (UF)*, an equivalent of approximately US$6.5 million of which US$3.0 million has been paid to June 30, 2016. Seven annual payments of approximately US$505,000 each remain payable. Early in 2014, Eton Chile was served with a court claim challenging the Chilean Government’s grant of the Easement. The claim, filed before the Santiago Civil Court, was filed by a private Chilean mineral exploration company, Compañía Minera Cerro del Medio SCM (“SCM Cerro del Medio”). Under Chilean mining law there are provisions which provide for securing necessary surface access for the development of mineral deposits. SCM Cerro del Medio’s claim cites “non-compliance by the Chilean Government of certain legal formalities required to approve the easement” and “that the easement granted overlaps SCM Cerro del Medio’s Santa Cecilia project mining properties”. A review of the claim by Eton Chile’s Chilean legal counsel has concluded that SCM Cerro del Medio’s claim has no grounds under Chilean law and should be rejected.
* Unidad de Fomento (UF). This is a unit of account used in Chile. The exchange rate between the UF and the Chilean peso is constantly adjusted to inflation so that the value of the UF remains constant.
Results from Operations
The Company began 2016 with 88,407,753 common shares outstanding and ended the second quarter with 88,482,753 common shares outstanding. During the six months ended June 30, 2016, the Company received proceeds of $37,500 and issued 75,000 common shares upon the exercise of options.
Subsequent to June 30, 2016, the Company received proceeds of $77,500 and issued 155,000 common shares upon the exercise of options.
As at August 12, 2016 the Company had 88,637,753 shares outstanding.
Summary of Financial Results
Selected Information
The Company’s unaudited condensed interim consolidated financial statements for the second quarter ended June 30, 2016 (the “Interim Financial Statements”) have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as applicable to interim financial reports including IAS 34 “Interim Financial Reporting”. The following selected financial information is taken from the Interim Financial Statements.
Six Months Ended June 30, 2016 compared to the Six Months Ended June 30, 2015
At June 30, 2016, the Company had $19.6 million in cash and cash equivalents, $2.7 million less than the $22.3 million that was held at December 31, 2015. The decrease relates to the Company utilizing its cash resources to fund ongoing project costs, mainly water exploration, and administrative requirements.
The Company currently has no revenue generating activities. Interest income of $106,000 was recognized in the six months ended June 30, 2016 compared to $160,000 in the six months ended June 30, 2015. The decrease in 2016 was due to less cash in treasury as it was utilized in funding project expenditures and administrative activities.
5
Loss for the six month period ended June 30, 2016 was $3.2 million compared to $4.7 million in the same period of 2015.
Significant variances for expenses:
|
·
|
Mineral property expenditures: $2.0 million ($3.6 million in 2015) – The higher expenditure in 2015 was largely attributable to costs related to the completion of the water exploration drilling program at Peñas Blancas. Expenditures on drilling, field camp and IVA tax were cumulatively higher by approximately $1.3 million.
|
|
·
|
Administration salaries and consulting: $252,000 ($431,000 in 2015) – the higher amount in 2015 is mainly due to higher salary costs and the recording of a provision for staff terminations which are partially offset by higher stock based compensation in 2016.
|
|
·
|
Directors’ fees: $250,000 ($75,000 in 2015) – the change is mainly due to stock based compensation of approximately $197,000 recognized in 2016 due to the timing of grant and vesting of options which is partially offset by voluntary reductions of fees implemented in Q4 2015 of approximately $11,000.
|
|
·
|
Shareholder communications: $268,000 ($209,000 in 2015) - the higher amount in 2016 is due to increased marketing related activities.
|
Three Months Ended June 30, 2016 compared to the Three Months Ended June 30, 2015
The Company ended its second quarter ended June 30, 2016 with $19.6 million in cash and cash equivalents, and incurred approximately $868,000 in project expenditures during the period. Total expenses for the three months period ended June 2016 were $1.5 million ($1.8 million in 2015) including share-based compensation expense of $193,000 ($34,000 in 2015).
The loss in the three months ended June 30, 2016 of $1.4 million is $400,000 less than the loss of $1.8 million incurred in the three months ended June 30, 2015.
Significant variances for expenses:
|
·
|
Mineral property expenditures: $868,000 ($1.3 million in 2015) – the higher amount in 2015 is mainly related to costs required for the completion of the water exploration drilling program in Peñas Blancas. Expenditures for drilling and IVA tax in 2015 were higher by approximately $444,000.
|
|
·
|
Administration salaries and consulting: $113,000 ($262,000 in 2015) – the decrease in 2016 is mainly due to higher salary costs and the recording of a provision for staff termination in the 2015 period.
|
|
·
|
Directors’ fees: $108,000 ($37,000 in 2015) – the change is mainly attributable to share-based compensation of approximately $82,000 recognized in 2016 due to the timing of grant and vesting of options which is partially offset by voluntary reductions of fees implemented in Q4 2015 of approximately $11,000.
|
|
·
|
Shareholder communications: $145,000 ($82,000 in 2015) – the 2016 amount is higher mainly due to an increase in marketing related activities.
|
The following is a summary of continuing operations results from the Company’s consolidated financial statements:
Three month period ended June 30,
(in thousands)
|
2016
|
2015
|
||||||
Interest income
|
$ | 50 | $ | 72 | ||||
Mineral property costs
|
$ | 868 | $ | 1,290 | ||||
Share-based compensation 1
|
$ | 193 | $ | 34 | ||||
Loss
|
$ | 1,419 | $ | 1,772 | ||||
Basic and diluted loss per common share
|
$ | 0.02 | $ | 0.02 |
|
1)
|
share-based compensation costs have been allocated to administrative salaries and consulting, management fees, directors’ fees and mineral property expenditures.
|
6
As at
(in thousands)
|
June 30,
2016
|
December 31,
2015
|
||||||
Total assets
|
$ | 19,967 | $ | 22,543 | ||||
Total liabilities
|
$ | 348 | $ | 331 | ||||
Share capital
|
$ | 246,134 | $ | 246,089 | ||||
Deficit
|
$ | (272,750 | ) | $ | (269,556 | ) |
The following selected financial information is a summary of the eight most recently completed quarters up to June 30, 2016.
Comparison to Prior Quarterly Periods
2016
|
2015
|
2014
|
||||||||||||||||||||||||||||||
($000’s, except share data)
|
2nd Quarter
|
1st Quarter
|
4th Quarter
|
3rd Quarter
|
2nd Quarter
|
1st Quarter
|
4th Quarter
|
3rd Quarter
|
||||||||||||||||||||||||
Total Revenues
|
- | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Net loss
|
1,419 | 1,775 | 2,373 | 1,805 | 1,772 | 2,947 | 3,563 | 1,646 | ||||||||||||||||||||||||
Basic and diluted loss per common share
|
$ | 0.02 | $ | 0.02 | $ | 0.03 | $ | 0.02 | $ | 0.02 | $ | 0.03 | $ | 0.04 | $ | 0.02 |
The lower loss in Q2 2016 compared to the previous quarter is mainly the result of the payment of the annual advanced royalty of US$250,000 and stock exchange filing fees incurred in Q1 of approximately $101,000. The decrease in the loss in the first quarter of 2016 compared to the previous quarter was mainly due to higher project expenditures and the annual land easement payment incurred in Q4 2015. The loss in Q4 2015 is higher than the previous quarter mainly due to the annual payment for the land easement at Caspiche of approximately $643,000. The increase in the loss of the third quarter in 2015 compared to the previous quarter is mainly due to higher share based compensation recognized in Q3 which is partially offset by lower project expenditures incurred in the same period. The decrease in the loss in the second quarter 2015 compared to the previous quarter was mainly due to lower project expenditures in Q2 due to the completion of the water exploration program early in Q2, exchange filing fees of approximately $122,000 and the payment of the annual advance royalty of US$250,000 incurred in Q1.The decrease in the loss in the first quarter of 2015 compared to the previous quarter was mainly due to higher exploration expenditures, mostly water exploration, and the annual land easement payment incurred in Q4 2014. The increase in the loss in the fourth quarter of 2014 compared to the previous quarter of that year was related to the water drilling program at Peñas Blancas which was conducted during the Chilean summer with exploration activities curtailed in winter.
Liquidity and Capital Resources
The Company’s cash and cash equivalents at June 30, 2016 totalled $19.6 million compared to $22.3 million at December 31, 2015, a decrease of about $2.7 million. The Company continues to utilize its cash resources to fund project expenditures and administrative requirements. Aside from cash and cash equivalents, the Company has no material liquid assets. While the Company has successfully raised funds through past capital financings, there are no guarantees that such sources of funds will be available in the future.
Management continues to evaluate and adjust its planned level of activities to ensure that adequate levels of working capital are maintained. The availability of funding will affect the planned activity levels at the Caspiche project and expenditures will be adjusted to match available funding.
Currently, the Company intends to continue to fund the exploration and development of its properties, with specific focus on Caspiche, and for general working capital purposes.
The Company has no loans or bank debt and there are no restrictions on the use of its cash resources. The Company has not issued any dividends and management does not expect this will change in the near future.
7
Financial Instruments
The Company’s activities potentially expose it to a variety of financial risks, including credit risk, foreign exchange currency risk, liquidity and interest rate 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. Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents, and accounts receivable. The Company deposits the majority of its cash and cash equivalents with high credit quality financial institutions in Canada and holds balances in banks in Chile as required to meet current expenditures. The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represents the Company’s maximum exposure to credit risk.
The carrying amount of cash and cash equivalents, amounts receivable, accounts payable and accrued liabilities and due to and from related parties approximates fair value due to the short term nature of these financial instruments.
The Company operates in Canada and Chile, and it is therefore exposed to foreign exchange risk arising from transactions denominated in a foreign currency.
The Company’s cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are denominated in several currencies (mainly Canadian Dollars, Chilean Pesos, US Dollars and Australian Dollars). Foreign currency balances which are held in the Canadian parent are subject to fluctuation against the Canadian Dollar. Foreign currency balances which are held in the Chilean subsidiary are subject to fluctuation against the Chilean Peso.
The Canadian parent company had the following balances in foreign currencies as at June 30, 2016 and December 31, 2015:
2016
(in thousands)
|
||||||||
US
Dollars
|
Australian
Dollars |
|||||||
Cash and cash equivalents
|
207 | - | ||||||
Accounts payable and accrued liabilities
|
(50 | ) | (18 | ) | ||||
Net balance
|
157 | (18 | ) | |||||
Equivalent in Canadian Dollars
|
203 | (17 | ) | |||||
Rate to convert to $ CDN
|
1.2917 | 0.967 | ||||||
2015
(in thousands)
|
||||||||
US
Dollars
|
Australian
Dollars |
|||||||
Cash and cash equivalents
|
90 | - | ||||||
Accounts payable and accrued liabilities
|
(27 | ) | (16 | ) | ||||
Net balance
|
63 | (16 | ) | |||||
Equivalent in Canadian Dollars
|
87 | (16 | ) | |||||
Rate to convert to $ CDN
|
1.3840 | 1.0083 |
Based on the above net exposures as at June 30, 2016, and assuming that all other variables remain constant, a 10% depreciation or appreciation of the US dollar and Australian dollar against the Canadian dollar would result in an increase/decrease of $20,300 and $1,700 respectively (2015 - $8,700 and $1,600 respectively) in the Company’s net loss.
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company’s interest rate risk mainly arises from the interest rate impact on the cash and cash equivalents. Cash and cash equivalents earn interest based on current market interest rates, which at June 30, 2016 ranged between 0.90% and 1.20%.
8
Based on the amount of cash and cash equivalents held at June 30, 2016, and assuming that all other variables remain constant, a 0.5% change in the applicable interest rate would result in an increase/decrease of approximately $98,000 in the interest earned by the Company per annum.
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 manages its liquidity risk by forecasting cash flows required by operations and anticipated investing and financing activities. The Company had cash at June 30, 2016 in the amount of approximately $19.6 million in order to meet short-term business requirements. At June 30, 2016, the Company had current liabilities of approximately $348,000 which are due on demand or within 30 days.
Contractual Obligations
The Company leases offices in Canada and Chile and has expenditure, option payment, land easement payments and advance royalty obligations related to its properties. Option payments and property expenditure obligations are contingent on exploration results and can be cancelled at any time should exploration results so warrant. Other financial commitments are summarized in the table below:
Payments Due by Year
(in thousands)
|
Total
|
2016
|
2017 - 2018 | 2019 - 2020 | 2021 - 2025 | |||||||||||||||
Advance royalty payments*
|
$ | 7,751 | $ | - | $ | 646 | $ | 646 | $ | 6,459 | ||||||||||
Land easement payments**
|
4,495 | 652 | 1,304 | 1,304 | 1,235 | |||||||||||||||
Office and equipment leases
|
202 | 149 | 53 | - | - | |||||||||||||||
Property access agreements
|
575 | 78 | 105 | 105 | 287 | |||||||||||||||
Total
|
$ | 13,023 | $ | 879 | $ | 2,108 | $ | 2,055 | $ | 7,981 |
* Obligation in US dollars converted to Canadian dollars at the closing rate of the reporting period (1 USD = 1.2917 CAD).
** Obligation in Unidad de Fomento (UF). This value is converted to Canadian dollars at the closing rate of the reporting period (1 UF = 26,052.07 CHP).
Related Party Transactions
During the period ended June 30, 2016 a total of $334,000 (2015 - $428,000) was paid or accrued for related party transactions as described below:
|
a)
|
$70,000 (2015 - $100,000) were paid or accrued to Rowen Company Limited, a corporation of which Bryce Roxburgh, Co-Chairman of the Company is a principal. These services were incurred in the normal course of operations for exploration and consulting fees. As at June 30, 2016, the Company had amounts owing of $10,000 (December 31, 2015 - $5,000) to this company.
|
|
b)
|
$135,000 (2015 - $141,000) were paid or accrued to Jerry Perkins & Associates Pty. Ltd., a corporation controlled by Jerry Perkins, the Vice-President, Development and Operations of the Company. These services were incurred in the normal course of operations for exploration fees As at June 30, 2016, the Company had amounts owing of $18,000 (December 31, 2015 - $13,000) to this company.
|
|
c)
|
$42,000 (2015 - $62,000) were paid to Canaust Resources, a corporation controlled by Yale Simpson, Co-Chairman of the Company. These services were incurred in the normal course of operations for management fees. As at June 30, 2016, the Company had amounts owing of $8,000 (December 31, 2015 - $Nil) to this company.
|
|
d)
|
Management fees of $88,000 (2015 - $125,000) were paid or accrued to 667060 B.C. Ltd, a corporation controlled by Cecil Bond, the Chief Financial Officer of the Company. These services were incurred in the normal course of operations for management fees. As at June 30, 2016, the Company had amounts owing of $10,000 (December 31, 2015 - $2,000) to this company.
|
All the services and transactions described above were made on terms equivalent to those that prevail with arm’s length transactions.
9
During the period, the Company shared costs of certain common expenditures including administrativesupport, office overhead and travel with Rugby Mining Limited (“Rugby).
|
e)
|
The Company, along with Rugby, incurs certain expenditures for staff and exploration expenditures on behalf of each other. The net amount provided or incurred by the Company on behalf of Rugby during the period ended June 30, 2016 was $32,000 (2015 - $56,000). As at June 30, 2016, the Company had amounts receivable of $24,000 (December 31, 2015- $18,000) from Rugby. The amounts due from Rugby are non-interest bearing and are due on demand.
|
Outlook
The Company will continue to optimize Caspiche development options and importantly investigate infrastructure alternatives that could enhance project economics. The intention is to continue the process of de-risking the project such that it stands out, as one of the few projects with the potential to be advanced rapidly.
The 2014 PEA reflects the staged development potential at Caspiche with initial development of an open pit mine focussed on the near-surface, gold only oxide zone followed by further open pit or underground development. The preliminary economics and modest capital requirements, demonstrate that advancing the standalone surface oxide gold zone through to a production decision, is a logical potential development option for Caspiche.
With the staged development potential at Caspiche, the Company continues to focus on identifying, evaluating and securing water sources to support the heap leach oxide gold stage and the follow-on gold – copper sulphide stage of a potential mine development.
Additional steps also include planning for and commencing a detailed scientific and environmental program using experienced consultants. The objective of this next program will be to accurately model the zone for potential mine development, its interactions with adjacent areas, consult on possible uses with other stakeholders and communities as a basis for future development plans.
A secondary focus for Exeter is to actively review corporate opportunities with the possibility of acquiring assets that will provide additional value for shareholders. In particular, the Company is focusing on securing assets/projects in the America’s. The Company remains committed to prudently managing its capital, while seeking to maximize shareholder value.
Proposed Transactions
The Company does not currently have any proposed transactions.
Off-Balance Sheet Arrangements
The Company does not have any material off-balance sheet arrangements.
Management’s Responsibility for the Financial Statements
The Audit Committee is responsible for reviewing the contents of this document along with the Interim Financial Statements to ensure the reliability and timeliness of the Company’s disclosure while providing another level of review for accuracy and oversight. There have been no changes in the Company’s disclosure controls and procedures during the six months ended June 30, 2016.
Internal Control over Financial Reporting
Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the accounting principles under which the Company’s financial statements are prepared. An evaluation of the effectiveness of the Company’s internal control over financial reporting was conducted as of December 31, 2015 by the Company’s management, including the Chief Executive Officer and Chief Financial Officer. Based on this evaluation, management has concluded that the Company’s internal controls over financial reporting were effective.
As required under Multilateral Instrument 52-109, management advises that there have been no changes in the Company’s internal control over financial reporting that occurred during the most recent interim period, being the three months ended June 30, 2016, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Risks
Risk factors are more fully described in the Company’s current Annual Information Form dated March 24, 2016, and subsequent filings with the Canadian Securities Administrators and the SEC. You can review and obtain copies of our filings from SEDAR at www.sedar.com or from the SEC’s website at http://www.sec.gov/edgar.shtml
NYSE-MKT Corporate Governance
The Company’s common shares are listed on the NYSE-MKT. Section 110 of the NYSE-MKT Company Guide permits the NYSE MKT to consider the laws, customs and practices of foreign issuers in relaxing certain NYSE-MKT listing criteria, and to grant exemptions from NYSE-MKT listing criteria based on these considerations. A description of the significant ways in which the Company’s governance practices differ from those followed by domestic companies pursuant to NYSE-MKT standards is set forth on the Company’s website at www.exeterresource.com.
In addition, the Company may from time-to-time seek relief from NYSE-MKT corporate governance requirements on specific transactions under Section 110 of the NYSE-MKT Company Guide by providing written certification from independent local counsel that the non-complying practice is not prohibited by our home country law, in which case, the Company shall make the disclosure of such transactions available on its website at www.exeterresource.com.
Additional Information
Additional information regarding the Company, including its current Annual Information Form is available on SEDAR at www.sedar.com.
10
EXHIBIT 99.3
Form 52-109F2
Certification of Interim Filings
I, Wendell Zerb, Chief Executive Officer of Exeter Resource Corporation, certify the following:
1.
|
Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Exeter Resource Corporation (the “issuer”) for the interim period ended June 30, 2016.
|
2.
|
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
|
3.
|
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
|
4.
|
Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
|
5.
|
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
|
|
(a)
|
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
|
|
(i)
|
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
|
|
(ii)
|
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
|
|
(b)
|
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
|
5.1
|
Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is COSO.
|
5.2
|
N/A.
|
5.3
|
N/A
|
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2016 and ended on June 30, 2016 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: August 12, 2016
“Wendell Zerb”
_______________________
Wendell Zerb
Chief Executive Officer
EXHIBIT 99.4
Form 52-109F2
Certification of Interim Filings
I, Cecil Bond, Chief Financial Officer of Exeter Resource Corporation, certify the following:
1.
|
Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Exeter Resource Corporation (the “issuer”) for the interim period ended June 30, 2016.
|
2.
|
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
|
3.
|
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
|
4.
|
Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
|
5.
|
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
|
|
(a)
|
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
|
|
(i)
|
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
|
|
(ii)
|
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
|
|
(b)
|
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
|
5.1
|
Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is COSO.
|
5.2
|
N/A.
|
5.3
|
N/A
|
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2016 and ended on June 30, 2016 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: August 12, 2016
“Cecil Bond”
_______________________
Cecil Bond
Chief Financial Officer
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