Close

Form 6-K Patagonia Gold Corp. For: May 27

May 27, 2022 5:03 PM EDT

 

 

 

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 2022

 

Commission File Number: 333-182072

 

Patagonia Gold Corp.

(Translation of registrant’s name into English)

 

Av. Libertador 498 Piso 26

Buenos Aires, Argentina

C1001ABR

(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 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): ____

 

 

 

 

 

 

Signature

 

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.

 

  PATAGONIA GOLD CORP.
     
Date: May 27, 2022   /s/ Christopher van Tienhoven
  Name: Christopher van Tienhoven
  Title: Chief Executive Officer

 

 

 

 

EXHIBIT INDEX

 

Exhibit   Description of Exhibit
     
99.1   Management’s Discussion and Analysis for the Three Months Ended March 31, 2022
99.2   Condensed Interim Consolidated Financial Statements of Patagonia Gold Corp. for the Three Months Ended March 31, 2022 and 2021
99.3   CEO Certification
99.4   CFO Certification
99.5   Press Release dated May 27, 2022

 

 

 

 

Exhibit 99.1

 

PATAGONIA GOLD CORP.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

For the three months ended March 31, 2022

 

May 27, 2022

 

The following management’s discussion and analysis (“MD&A”) of Patagonia Gold Corp. (hereinafter referred to as the “Company” or “Patagonia”), formerly Hunt Mining Corp. (“Hunt”) and its subsidiaries provides an analysis of the operating and financial results for the three months ended March 31, 2022 and a comparison of the material changes in our results of operations and financial condition between the year ended December 31, 2021 and the three months ended March 31, 2022. This MD&A should be read in conjunction with the Corporation’s unaudited condensed interim consolidated financial statements (“interim financial statements”) for the three months ended March 31, 2022, annual audited consolidated financial statements for the year ended December 31, 2021 and the related MD&A.

 

These statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Upon the reverse acquisition with Patagonia Gold Corp, Patagonia Gold Limited became the ongoing entity for accounting purposes and Patagonia Gold Limited had to switch to reporting under accounting principles generally accepted in the United States of America (“US GAAP”) as Patagonia Gold Corp. is a registrant with the U.S. Securities and Exchange Commission (“SEC”). Effective June 30, 2020, the Company obtained “foreign private issuer” status in accordance with SEC guidelines and became eligible to satisfy its reporting requirements using IFRS.

 

This MD&A includes certain non-IFRS financial performance measures. For a detailed description of these measures, please see “Non-IFRS Financial Performance Measures” section. The amounts presented in this MD&A are in thousands ($’000) of U.S. dollars, except share, per share, per unit amounts and unless otherwise noted.

 

The Company’s head office and principal business address is Av. Libertador 498 Piso 26, Buenos Aires, Argentina, C1001ABR and the registered office address is 2200 HSBC Building, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8. The Company’s common shares trade on the TSX Venture Exchange (the “Exchange”), under the symbol PGDC. Additional information relevant to the Company’s activities can be found on their website at http://patagoniagold.com, on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

 

Management’s Responsibility for Financial Reporting

 

The interim financial statements have been prepared by management in accordance with IFRS and have been approved by the Company’s board of directors (the “Board”). The integrity and objectivity of the interim financial statements are the responsibility of management. In addition, management is responsible for ensuring that the information contained in the MD&A is consistent where appropriate, with the information contained in the interim financial Statements.

 

The interim financial statements may contain certain amounts based on estimates and judgments. Management has determined such amounts on a reasonable basis to ensure that the interim financial statements are presented fairly in all material respects.

 

As the Company is a Venture Issuer (as defined under under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) (“NI 52-109”), the Company and management are not required to include representations relating to the evaluation, design, establishment and/or maintenance of disclosure controls and procedures (“DC&P”) and/or Internal Controls over Financial Reporting (“ICFR”), as defined in NI 52-109, nor has it completed such an evaluation. Inherent limitations on the ability of the certifying officers to design and implement on a cost-effective basis DC&P and ICFR for the issuer may result in additional risks of quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

Cautionary Note on Forward-Looking Information

 

This MD&A contains “forward-looking information” and “forward-looking statements” within the meaning of applicable securities laws of Canada and the United States of America (collectively referred to as “forward-looking information”) which relate to future events or the Company’s future performance and may include, but are not limited to, statements about strategic plans, spending commitments, future operations, results of exploration, anticipated financial results, future work programs, capital expenditures and expected working capital requirements. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved.

 

-1-
 

 

Readers are cautioned not to place undue reliance on forward looking information and there can be no assurance that forward looking information will prove to be accurate as the Company’s actual results, performance or achievements may differ materially from any future results, performance or achievements expressed or implied by such forward-looking information if known or unknown risks, uncertainties or other factors affect the Company’s business, or if the Company’s estimates or assumptions prove inaccurate. Therefore, the Company cannot provide any assurance that forward-looking information will materialize. Factors that could cause results or events to differ materially from current expectations expressed or implied by the forward-looking information, include, but are not limited to: fluctuations in the currency markets (such as the Canadian Dollar, Chilean Peso, Great Britain Pound and the United States Dollar); changes in national and local government, legislation, taxation, controls, regulations and political or economic developments in Canada and Argentina or other countries in which the Company may carry on business in the future; operating or technical difficulties in connection with exploration and development activities; risks and hazards associated with the business of mineral exploration and development (including environmental hazards or industrial accidents); risks relating to the credit worthiness or financial condition of suppliers and other parties with whom the Company does business; the presence of laws and regulations that may impose restrictions on mining, including those currently enacted in Argentina; employee relations; relationships with and claims by local communities; availability and increasing costs associated with operational inputs and labour; the speculative nature of mineral exploration and development, including the risks of obtaining necessary licenses, permits and approvals from government authorities; business opportunities that may be presented to, or pursued by, the Company; challenges to, or difficulty in maintaining, the Company’s title to properties; risks relating to the Company’s ability to raise funds; and the factors identified under “Risk Factors” in this MD&A.

 

The forward looking information contained in this MD&A are based upon assumptions management believes to be reasonable including, without limitation: financing will be available for future exploration, development and operating activities; the actual results of the Company’s development and exploration activities will be favourable or at least consistent with management’s expectations; operating, development and exploration costs will not exceed management’s expectations; all requisite regulatory and governmental approvals for development projects and other operations will be received on a timely basis upon terms acceptable to the Company, and applicable political and economic conditions will be favourable to the Company such as the continuing support for mining by local governments in Argentina; the price of gold and/or other applicable metals and applicable interest and exchange rates will be favourable to the Company or at least consistent with management’s expectations; no title disputes will exist with respect to the Company’s properties; debt and equity markets and other applicable economic conditions will be favourable to the Company; the availability of equipment and qualified personnel to advance exploration projects and; the execution of the Company’s existing plans and further exploration and development programs for its projects, which may change due to changes in the views of the Company or if new information arises which makes it prudent to change such plans or programs.

 

All forward-looking-information contained in this MD&A is given as of the date hereof and is based upon the opinions and estimates of management and information available to management as at the date hereof. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

 

Cautionary Note to U.S. Investors Regarding Reserve and Resource Estimates

 

Unless otherwise indicated, all reserve and resource estimates used by the Company have been prepared 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 Definition Standards for Mineral Resources and Mineral Reserves (“CIM Definition Standards”). NI 43-101 is a rule developed by the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Accordingly, information contained in this MD&A providing descriptions of the Company’s mineral deposits in accordance with NI 43-101 may not be comparable to similar information made public by other U.S. companies subject to the United States federal securities laws and the rules and regulations thereunder.

 

Pursuant to CIM Definition Standards, “Inferred mineral resources” are that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Such geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An inferred mineral resource has a lower level of confidence than that applying to an indicated mineral resource and must not be converted to a mineral reserve. However, it is reasonably expected that the majority of inferred mineral resources could be upgraded to indicated mineral resources with continued exploration. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource is economically or legally mineable. Effective February 25, 2019, the SEC adopted new mining disclosure rules under subpart 1300 of Regulation S-K of the United States Securities Act of 1933, as amended (the “SEC Modernization Rules”), with compliance required for the first fiscal year beginning on or after January 1, 2021. The SEC Modernization Rules replace the historical property disclosure requirements included in SEC Industry Guide 7. As a result of the adoption of the SEC Modernization Rules, the SEC now recognizes estimates of “Measured Mineral Resources”, “Indicated Mineral Resources” and “Inferred Mineral Resources”. In addition, the SEC has amended its definitions of “Proven Mineral Reserves” and “Probable Mineral Reserves” to be substantially similar to corresponding definitions under the CIM Definition Standards. While the SEC Modernization Rules are purported to be “substantially similar” to the CIM Definition Standards, readers are cautioned that there are differences between the SEC Modernization Rules and the CIM Definition Standards. Accordingly, there is no assurance any mineral reserves or mineral resources that the Company may report as “proven mineral reserves”, “probable mineral reserves”, “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had the Company prepared the reserve or resource estimates under the standards adopted under the SEC Modernization Rules.

 

-2-
 

 

The Company

 

On July 24, 2019, the Company and Patagonia Gold Limited (“PGL”) [formerly Patagonia Gold PLC (“PGP”)] completed a reverse acquisition (or reverse takeover, the “RTO”) resulting in Hunt acquiring all issued shares of common stock of PGP in exchange for common shares of Hunt on the basis of 10.76 Hunt shares for each PGP share. Hunt issued 254,355,192 common shares to the shareholders of PGP representing an ownership interest of approximately 80%. The operating name of Hunt Mining Corp. was changed to Patagonia Gold Corp.

 

Patagonia is a mineral exploration and production Company incorporated on January 10, 2006 under the laws of Alberta, Canada and, together with its subsidiaries, is engaged in the exploration of mineral properties and exploitation of mineral resources and mineral reserves in the Santa Cruz, Rio Negro and Chubut Provinces of Argentina.

 

The interim financial statements are presented on a consolidated basis and include the accounts of the Company, its wholly owned and majority owned subsidiary:

 

Corporation  Incorporation  

Percentage

ownership

   Functional currency  Business purpose
Patagonia Gold S.A. (“PGSA”)   

 

Argentina

    95.3   US$  Production and Exploration Stage
Minera Minamalu S.A.   Argentina    100   US$  Exploration Stage
Huemules S.A.   Argentina    100   US$  Exploration Stage
Leleque Exploración S.A.   Argentina    100   US$  Exploration Stage
Patagonia Gold Limited (formerly Patagonia Gold PLC)   UK    100   GBP$  Holding
Minera Aquiline S.A.U.   Argentina    100   US$  Exploration Stage
Patagonia Gold Canada Inc.   Canada    100   CAD$  Holding
Patagonia Gold Chile S.C.M.   Chile    100   CH$  Exploration Stage
Ganadera Patagonia S.R.L.   Argentina    100   US$  Land Holding
1272680 B.C. Ltd (formerly 1494716 Alberta Ltd.)   Canada    100   CAD$  Nominee Shareholder

 

The Company’s activities include the exploration for and production of minerals from properties in Argentina. On the basis of information to date, properties where it has not yet been determined if economically recoverable reserves exist are classified as exploration-stage. Properties where economically recoverable reserves exist and are being exploited are classified as production-stage. The underlying value of the mineral properties is entirely dependent upon the existence of reserves, the ability of the Company to obtain the necessary financing to complete development and upon future profitable production or a sale of these properties.

 

On some properties, ongoing production and sales of gold and silver are being undertaken without established mineral resources or reserves and the Company has not established the economic viability of the operations. As a result, there is increased uncertainty and economic risks of failure associated with these production activities. Despite the sale of gold and silver, these projects remain in the exploration stage because management has not established proven or probable reserves required to be classified in either the development or production stage.

 

-3-
 

 

Summary of Consolidated Results of Operations ($’000’s)

 

   Three months ended March 31, 
(in $000’s, except ounces and per share amounts)  2022   2021   Change   %Change 
                 
Operational results                    
Total gold equivalent ounces – produced (1)   1,805    2,171    (366)   (17%)
Total gold equivalent ounces – sold (1)   2,219    3,198    (979)   (31%)
                     
Financial results                    
Revenue  $4,185   $5,747   $(1,562)   (27%)
Cost of sales  $3,968   $3,472   $496    14%
Exploration expenses  $1,937   $775   $1,162    150%
Repair and maintenance  $170   $222   $(52)   (23%)
Administrative expenses  $1,719   $1,361   $358    26%
Interest expense  $658   $300   $358    119%
Net loss  $(3,143)  $(125)  $(3,018)   (2,414%)
Net loss per share – basic and diluted  $(0.007)  $(0.000)  $(0.007)   N/A 

 

  (1) Gold equivalent ounces include silver ounces produced and sold converted to a gold equivalent based on a ratio of the average spot market price for the commodities each period. The ratio for three months ended March 31, 2022 was 78.15:1 (2021 – 70.41:1).

 

Three months ended March 31, 2022 and 2021

 

Total production decreased during the three months ended March 31, 2022 as the Company had residual heap leach operations at Lomada de Leiva (“Lomada”) and Cap-Oeste since February 2019, which has been declining due to the depletion in the pads from ongoing leaching. In November 2020 the Company restarted the mining operation at Lomada and started placing new material on the leach pad. The production from Lomada following the restart of operations has not offset the declining production at Cap Oeste and thus the overall production has decreased quarter over quarter.

 

The Company earned total revenue of $4,185 during the three months ended March 31, 2022 compared to $5,747 during the same period in 2021. Revenue decreased mainly due to the lower gold equivalent ounces produced and sold during the period compared to the same period in 2021.

 

Cost of sales were $3,968 during the three months ended March 31, 2022 compared to $3,472 during the same period in 2021. Cost of sales increased due to increase in production costs owing to higher inflation in Argentina which was partially offset by the devaluation of the Argentinian peso. Also, during the three months ended March 31, 2022, the net realizable value of the inventory was less than the costs incurred in establishing the gold held on carbon and the Company recorded an inventory write down of $149 (2021 - $Nil) under cost of sales.

 

The Company incurred exploration expenses of $1,937 during the three months ended March 31, 2022 compared to $775 during the same period in 2021. The increase in exploration expenses was due to the last drilling program which started in the second quarter 2021 and finished during the three months ended March 31, 2022.

 

The Company incurred repair and maintenance expense of $170 during the three months ended March 31, 2022 compared to $222 during the same period in 2021. The repair and maintenance expense during the period related to routine maintenance work at the Mina Martha Plant.

 

The Company incurred administrative expenses of $1,719 during the three months ended March 31, 2022 compared to $1,361 during the same period in 2021. The increase in administrative expenses was due to the increase in depletion of mineral properties.

 

The Company incurred interest expense of $658 during the three months ended March 31, 2022 compared to $300 during the same period in 2021. The increase in interest expense was due to the increase in bank indebtedness with Argentinian banks.

 

Net loss for the three months ended March 31, 2022 was $3,143 compared to $125 during the same period in 2021. Net loss increased due to the decrease in revenues and an increase in cost of sales and exploration and administrative expenses.

 

Cash flows for the three months ended March 31, 2022 and 2021 ($’000’s)

 

The Company generated $202 of cash from operating activities for the three months ended March 31, 2022 compared to cash generated of $561 during the same period in 2021. The decrease in cash generated from operating activities during 2022 was primarily due to lower revenues generated during three months ended March 31, 2022.

 

-4-
 

 

Cash used in investing activities for the three months ended March 31, 2022 was $87 compared to $881 for the same period in 2021. The decrease in cash used in investing activities was a result of lower additions to the mineral properties and property and equipment.

 

Cash generated from financing activities for the three months ended March 31, 2022 was $519 compared to $177 during the same period in 2021. The increase in cash generated from financing activities was primarily due to funds received from bank line of credit.

 

Financial Position ($’000’s)

 

Cash

 

The Company has cash on hand of $608 as of March 31, 2022 compared to $291 as of December 31, 2021.

 

Receivables

 

Current receivables are $1,444 as of March 31, 2022 compared to $2,512 as of December 31, 2021. The decrease in current receivables is a result of a collection of VAT recoverable during the three months ended March 31, 2022.

 

Non-current receivables are $1,665 as of March 31, 2022 compared to $1,421 as of December 31, 2021. The increase in non-current receivables is a result of the increase in VAT recoverable during the three months ended March 31, 2022.

 

Inventories

 

The Company has inventories of $3,967 as of March 31, 2022 compared to $3,759 as of December 31, 2021. The increase in inventories was mainly due to higher materials and supplies as at March 31, 2022. During the three months ended March 31, 2022, the net realizable value of the inventory was less than the costs incurred in establishing the gold held on carbon and the Company recorded an inventory write down of $149.

 

Property, plant and equipment (“PPE”)

 

The Company has PPE of $12,024 as of March 31, 2022 compared to $12,475 as of December 31, 2021. The decrease in PPE was a result of the depreciation charge which was partially offset by capital additions.

 

Bank indebtedness

 

The Company has bank indebtedness of $7,280 as of March 31, 2022 compared to $6,706 as of December 31, 2021. The increase in bank indebtedness was a result the Company receiving additional funds from lines of credit.

 

Accounts payable and accrued liabilities

 

The Company has accounts payable and accrued liabilities of $8,098 as of March 31, 2022 compared to $6,859 as of December 31, 2021. The increase in accounts payable and accrued liabilities was due to the increase in operating expenses.

 

Accounts payable with related parties

 

The Company has accounts payable with related parties of $230 as of March 31, 2022 compared to $208 as of December 31, 2021. The increase in accounts payable with related parties is a result of remuneration, fees and interest expenses incurred during the period.

 

Loan payable and current portion of long-term debt

 

The Company has loan payable and current portion of long-term debt of $466 as of March 31, 2022 compared to $517 as of December 31, 2021. The decrease in loan payable and current portion of long-term debt is due to repayment of loan payable during the three months ended March 31, 2022.

 

Long-term debt

 

The Company has non-current portion of total long-term debt of $15,930 as of March 31, 2022 compared to $15,762 as of December 31, 2021. The increase in long-term debt is a result of the increase in accrued interest.

 

-5-
 

 

Summary of Segmented Results of Operations ($’000’s)

 

Cap-Oeste

 

Cap-Oeste produced a total of 908 gold equivalent ounces (513 ounces of gold and 31,008 ounces of silver) during the three months ended March 31, 2022 compared to 1,700 gold equivalent ounces (1,119 ounces of gold and 39,599 ounces of silver) during the same period in 2021.

 

The cash costs of production for the three months ended March 31, 2022 was $1,189 per ounce1 and $1,231 per ounce1 including depreciation and amortization compared to $628 per ounce1 and $667 per ounce1 during the same period in 2021. The increase in cash cost of production per ounce was due to decrease in production and the higher inflation in Argentina which was partially offset by the devaluation of the Argentinian peso.

 

A total of 1,262 gold equivalent ounces (753 ounces of gold and 39,853 ounces of silver) were sold during the three months ended March 31, 2022 at an average gross price of $1,887 per ounce1. During the same period in 2021, a total of 2,541 gold equivalent ounces (1,725 ounces of gold and 57,457 ounces of silver) were sold at an average gross price of $1,806 per ounce1.

 

Cap-Oeste generated revenues of $2,382 during the three months ended March 31, 2022 compared to $4,588 during the same period in 2021. The decrease in revenues was due to lower gold and gold equivalent ounces produced and sold during the three months ended March 31, 2022 compared to the same period in 2021.

 

Cost of sales were $1,646 during the three months ended March 31, 2022 compared to $2,184 during the same period in 2021. The decrease in cost of sales was inline with lower gold equivalent ounces sold during the three months ended March 31, 2022 compared to the same period in 2021.

 

Administration expenses of $66 were incurred during the three months ended March 31, 2022 compared to $77 during the same period in 2021. Administrative expenses consisted of depletion of the mineral properties.

 

Lomada de Leiva Project (“Lomada”)

 

Lomada produced a total of 897 ounces of gold during the three months ended March 31, 2022 compared to 471 ounces of gold during the same period in 2021. Following receipt of a preliminary permit on October 7, 2020, in November 2020, the Company restarted the mining operation at Lomada which had been previously closed since in February 2019 and started placing new material on the leach pad. Production increased due to the higher grade of the mineral placed on the leach pad during the three months ended March 31, 2022.

 

The cash costs of production for the three months ended March 31, 2022 were $2,845 per ounce1 and $2,892 per ounce1 including depreciation and amortization compared to $2,255 per ounce1 and $2,409 per ounce1 during the same period in 2021. The increase in cash costs is due to the increase in costs due the higher inflation in Argentina which was partially offset by the devaluation of the Argentinian peso.

 

A total of 957 gold equivalent ounces (954 ounces of gold and 218 ounces of silver) were sold during the three months ended March 31, 2022 at an average gross price of $1,884 per ounce1. During the same period in 2021, 657 gold equivalent ounces (655 ounces of gold and 174 ounces of silver) were sold at an average gross price of $1,764 per ounce1.

 

Lomada generated revenues of $1,803 during the three months ended March 31, 2022 compared to $1,159 during the same period in 2021. The increase in revenue was due to higher amounts of gold equivalent ounces produced and sold during the period.

 

Cost of sales were $2,322 during the three months ended March 31, 2022 compared to $1,288 during the same period in 2021. The increase in cost of sales was due to the increase in costs of operating mining operations and increase in gold equivalent ounces sold during the period. During the three months ended March 31, 2022, the net realizable value of the inventory was less than the costs incurred in establishing the gold held on carbon and the Company recorded an inventory write down of $149 (2021 - $Nil) under cost of sales.

 

 

1 See Non-IFRS Financial Performance Measures

 

-6-
 

 

Administrative expenses of $389 were incurred during the three months ended March 31, 2022 compared to $76 during the same period in 2021. Administrative expenses consisted of depletion of the mineral properties.

 

Martha and La Josefina Projects

 

There was no production at Martha during the three months ended March 31, 2022 and 2021 as the Company did not produce concentrate from Martha after April 2020. Operations at Martha remain on care and maintenance while the Company continues to explore the property.

 

Exploration expenses of $118 were incurred during the three months ended March 31, 2022 compared to $25 during the same period in 2021.

 

The Company incurred repair and maintenance expense of $170 during the three months ended March 31, 2022 compared to $222 during the same period in 2021. The repair and maintenance during the period related to maintenance work at the Mina Martha plant.

 

Calcatreu Project

 

Exploration expenses of $331 were incurred during the three months ended March 31, 2022 compared to $429 during the same period in 2021. The decrease in exploration expenses was due to work on the Baseline Study and continued field work, which included drilling, surface exploration, geophysics and hydrologic studies performed during 2021.

 

Administration expenses of $53 were incurred during the three months ended March 31, 2022 compared to $39 during the same period in 2021. The increase in administrative expenses was due to increase in Argentine statutory taxes.

 

Argentina, Uruguay and Chile

 

This segment includes the results from the Company’s work on the Monte Leon and Tornado and Huracán projects in Argentina, the San José Project in Uruguay and general corporate activities. This segment does not generate revenues and includes costs that are not directly related to other mining properties that are reported as separate segments.

 

Exploration expenses of $1,488 were incurred during the three months ended March 31, 2022 compared to $321 during the same period in 2021. Exploration expenses increased due to the drilling program in Monte Leon and Tornado y Huracán projects, geological mapping and sampling related to projects included in this segment.

 

Administration expenses of $838 were incurred during the three months ended March 31, 2022 compared to $730 during the same period in 2021. The increase in administrative expenses was mainly due to the increase in Argentine statutory taxes related to the interest paid overseas to Patagonia Gold Limited.

 

Interest expense of $455 was incurred during the three months ended March 31, 2022 compared to $100 during the same period in 2021. The increase in interest expense was due to the increase in bank indebtedness with Argentinian banks.

 

United Kingdom

 

This segment includes the results of Patagonia Gold Limited (“PGL”) (formerly Patagonia Gold PLC) which is a holding company and does not generate any revenues.

 

Administration expenses of $Nil were incurred during the three months ended March 31, 2022 compared to $109 during the same period in 2010. The administrative expenses in prior period related to professional fees.

 

Interest expense of $111 was incurred during the three months ended March 31, 2022 compared to $125 during the same period in 2021. The decrease in interest expense was due to the decrease of bank indebtedness in PGL.

 

North America

 

This segment includes the results of Patagonia Gold Corp (“PGC”), Patagonia Gold Canada Inc and 1272680 B.C. Ltd (“BC”) (formerly 1494716 Alberta Ltd.).

 

These entities are holding companies and do not generate any revenues.

 

-7-
 

 

Administration expenses of $200 were incurred during the three months ended March 31, 2022 compared to $236 during the same period in 2021. The decrease in administration expenses was primarily due to lower accounting and legal fees during the period.

 

Interest expense of $80 was incurred during the three months ended March 31, 2022 compared to $75 during the same period in 2021.

 

Mineral Properties

 

The following is a summary of the Company’s operations, together with an update on exploration activities for the year to date. Except as otherwise noted, Donald J. Birak, independent geologist and Registered Member of the Society for Mining, Metallurgy and Exploration (“SME”) and Fellow of the Australasian Institute for Mining and Metallurgy (“AusIMM”), is the Qualified Person who has reviewed and approved the scientific and technical information contained herein.

 

Calcatreu Property

 

The Company’s Calcatreu property is located in south-central Rio Negro province approximately 80 kilometers (“km”) southwest of the town of Jacobacci. Calcatreu is located in the Jurassic-aged, Somuncura Massif along the NW- to SE-oriented, regional-scale Gastre Fault System; a highly prospective belt of Mesozoic-aged rocks and structures and base and precious metal mineral deposits occurring in both the provinces of Chubut and Rio Negro. The massif is similar in geologic character to the larger Deseado Massif in the province of Santa Cruz to the south. Patagonia has also recently acquired new concessions, bringing its holdings to more than 100,000 ha along this belt in Rio Negro Province, bordering Chubut on the north. Calcatreu is a gold and silver property acquired in January 2018 through the acquisition of Minera Aquiline Argentina SA, a subsidiary of Pan American Silver and the Company’s immediate aim is to increase the existing mineral resources and advance Calcatreu to a feasibility study stage. Precious metal mineralization in the Somuncura Massif, like that on the Company’s Calcatreu property, is largely epithermal in character within quartz-rich veins, vein clusters, stockworks and as disseminations. Sulfide minerals are ubiquitous in the mineral deposits as well as a suite of temporally- and spatially-related gangue minerals typical of epithermal deposits in the massif and elsewhere.

 

The Calcatreu deposit is a low sulfidation, epithermal gold and silver system with outcropping mineralization. An independent mineral resource estimate (“MRE”) was completed by Micon International Limited of Toronto in 2004 for the Calcatreu Deposit and disclosed in an NI 43-101 technical report for Aquiline Resources Inc. Mineral resources were estimated for two vein systems on the property: Veta 49 and Nelson. In 2018, Cube Consulting Ltd. (“CUBE”) of Australia prepared an updated MRE mineral resource estimate for Calcatreu, effective December 31, 2018, which consists of an indicated resource of 9.8 M tonnes grading 2.11 g/t Au and 19.83 g/t Ag (2.36 g/t gold equivalent – “AuEq”) and 8.1 M tonnes of inferred grading 1.34 g/t Au and 13.09 g/t Ag (1.5 g/t AuEq); all contained within Veta 49, Nelson, Belen and Castro Sur veins. Gold equivalent values were calculated by CUBE using a metal price at a ratio of 81:25:1 Ag/Au. The changes from the previous estimate were due to a revised interpretation of prior and new data collected by the Company. The 2018 exploration work at Calcatreu consisted of property-scale geological mapping along with a pole-dipole, induced polarization and resistivity (IP/Res) geophysical survey, followed by a diamond drill program of 6,495 meters (please see the table of the Company’s mineral resources herein and the respective, supporting NI 43-101 technical reports on file at www.sedar.com). The updated mineral resource estimate, completed by CUBE, is tabulated below.

 

In 2019, an exploration program was conducted consisting of surface work, a total of 41.28 line kilometers of pole-dipole induced polarization and resistivity (“IP/Res”) geophysical survey conducted over the main Nelson targets and Castro Norte, Fiero, Sabrina and Viuda de Castro areas, and 121.5 line kilometers of gradient array IP/Res geophysics over Nelson, Sabrina and Mariano. Subsequently, 1,687.2 linear kilometers of ground magnetics surveying, covering 55.44 square kilometers, was completed covering several targets including the main V49 and Nelson. The objective of the surveys was to identify hidden, non-outcropping mineralization in dilatational jogs, blind structures and other geologic settings. Geologic mapping and sampling were completed over several targets of interest, notably Viuda de Castro, Trinidad, La Cruz, subcrops of the Nelson extension, Piche, La Olvidada and Epu-Peni. The sampling yielded 254 rock chips and 81 new, sawn channels. Overall, approximately 50% of the core from the property was relogged, though totalling up to 80% in some areas such as Veta 49 and Belen.

 

A rotary air blast (“RAB”) drilling campaign and channel (sawn) sampling was in progress in early 2020 when all the activities were paused due to the COVID-19 pandemic. The activities restarted in September 2020. A total of 36 RAB holes were drilled over the main V49 vein and 6 over Piche totaling 740 and 116 meters of drilling respectively and a total of 856 samples. Trenches and saw channel: a total of 1,308.7 m and 447 samples were taken over the Epu Peñi, Fiero, La Olvidada, Nelson Sur, Piche and Viuda de Castro targets. Geophysics: A total of 1,111.57 km of ground magnetic geophysical surveying was completed over the extension of the main targets and the new Amancay area, and 18.4 km of pole-diploe IP/Res over Trinidad and Nelson Targets. In December 2020, a baseline environmental study (the “Baseline Study”) began by choosing the contractors and reviewing the information generated in the past. The Baseline Study aims to contextualize the environmental state before the construction and production of the project begins.

 

-8-
 

 

In 2021, work on the Baseline Study continued with field work, along with drilling, surface exploration and geophysics. The RAB drilling was to obtain information from near surface of the main structures (Veta 49 and Nelson). A total of 156 holes have been drilled for a total of 1,708 meters (“m”) and 1,708 samples (one per meter) which included 15 holes in the Belen prospect (156 m), 51 holes at Nelson (528 m), 21 holes in Nelson Oeste (241 m) and 69 holes in the Vein 49 target (783 m). 146.75 m and 196 samples of sawn channel have been cut in Nelson Central, Nelson W and Puesto targets. In addition, a total of 3,730.35 m of trenches and 2,223 samples have been excavated and sampled with 50% of them in Nelson and its brunches aimed to understand the behavior of the veins in the southern extreme.

 

During 2021 a total of 901.5 line kilometers of ground magnetics have been surveyed which included 200 km over the new Amancay vein and other parts of the property to extend the known mineralized corridors to the south. A total of 31.8 line kilometers of Pole-Dipole IP/Res surveying were completed including 0.8 km over the Amancay vein, 13.5 km in Nelson, 9,0 km in Castro Sur, 4 km at Lonco and 4.5 km over V49 and EpuPeñi.

 

The Baseline Study is in progress under the supervision of GT Ingenieria. A draft of the study provided to the Company, is under review addressing the geology, geomorphology and seismology, climate and meteorology, air quality and noise, surface and groundwater quality, soil study (edaphology), flora and fauna, limnology, ecosystem characterization, natural protected areas, landscape study, socio-environmental study, archeology and paleontology.

 

During the first quarter of 2022, a total 336.7 line kilometers of ground magnetic surveying was completed to prospect for new areas or discover new anomalies that may lead to new exploration targets. In addition, 17.7 line kilometers of Pole-DiPole IP/Res surveying, mostly over the Lonco and Amancay veins, was completed. Eleven trenches were cut for a total of 292.5 meters and 226 samples were taken from Lonco, Nelson, Piche and Viuda de Castro prospects.

 

Cap-Oeste Property

 

The Company’s Cap-Oeste property is located in the El Tranquilo concession block, in the province of Santa Cruz, within a six kilometer long, northwest-trending, structural corridor extending from the La Pampa prospect in the northwest to the Tango prospect in the southeast. The Cap-Oeste deposit has an identified and delineated strike extent of 1.2 kilometers. Cap-Oeste has been on care and maintenance since February 2019 though residual leaching continues.

 

 

-9-
 

 

The Company has initiated studies to assess the potential technical and economic extraction of a higher-grade portion of the current mineral resources as defined in the December 2019 CUBE NI 43-101 technical report on file on www.sedar.com. The Company is now focused on evaluating the development of this portion, termed “COSE-Style” mineralization, of the total mineral resources by underground mining. The Company is expecting quotations with respect to potential construction of an underground mine in Cap-Oeste. Material processing options are being considered and may include utilizing the Company’s flotation facilities at Martha, about 100 kilometers to the southeast of Cap-Oeste. The Company has successfully carried out bulk metallurgical tests in the Martha process plant, obtaining favorable precious metal recoveries.

 

On November 23, 2020, the Company announced that it had received a provisional permit to proceed with development of the Cap-Oeste gold/silver mineralization. Development will focus on a higher-grade portion of the current mineral resources, which lies under and peripheral to the depleted surface mine. The intention is to mine the Cap-Oeste underground resource and transport the mineralized material approximately 100 kilometers to the Martha plant to be processed to produce a concentrate.

 

On March 9, 2021, the Company announced that it had received a definitive, environmental permit for underground development of Cap-Oeste. Cap-Oeste has been put on hold pending evaluation of results from the planned exploration program at Monte Leon; favorable results from which the Company believes may be synergistic with the main Cap-Oeste processing infrastructure.

 

During 2021, the Company focused mainly on the near surface – oxide – mineral potential at Monte Leon about 12 kilometers to the south of the Cap-Oeste Pit. A total of 675 RAB holes have been drilled for a total of 15,286.5 m and 15,245 samples. These holes were distributed across 4 targets: Calafate (10 holes), Don Pancho (29 holes), Felix (25 holes) and Monte Leon (611 holes).

 

In addition, a total of 263 line kilometers of ground magnetics have been surveyed at La Marciana, Monte Leon prospects and the Homenaje and 27 line kilometers of pole-dipole IP/Res, in lines of approximately 2 kilometers length at Monte Leon. The purpose of this work was to further define the size potential and, thus, new core drilling targets, of the epithermal mineralization identified with prior Company work. Geological mapping and sampling over other targets are also in progress.

 

In 2022, activities have been focused in mostly in the Monte Leon target with a total of 78 RAB holes (1,867 metres drilled and 1,862 samples taken), aimed to delineate near surface, oxidized precious metal mineralization. Assays and modeling are in progress.

 

The Company has reclamation and remediation obligations for the Cap-Oeste Property of $0.97 million as of March 31, 2022.

 

Lomada de Leiva Property (“Lomada”)

 

The Lomada mine, located in the western part of the province of Santa Cruz, was closed in May 2016 while production from the ongoing leaching continues, though at a reduced output. Given that the mineralized material from the Lomada open pit mine was originally placed on the heap leach pad without crushing, the Company decided to return to Lomada to reprocess this mineralized material. However, in mid-February 2019 the Company took the decision to cease operations and proceed with the closure of Lomada. During the year ended December 31, 2020, the Company was working on re-handling material of leach pad to regenerate the solution percolation and generate new channels of circulation of solution.

 

The Company has prepared an update to the closure plan presented to and approved by the provincial authorities in 2017. The Company received the final approval in November 2019 and started with the work of remediation at the end of 2019. The work on the remediation had been halted due to the COVID-19 pandemic. On October 8, 2020, the Company announced that it had received a preliminary Environmental Permit (“Permit”) for a restart of mining and new leaching operations at Lomada. Patagonia applied for the Permit in August 2020.

 

Following receipt of a preliminary permit in October 2020, the Company restarted operations at Lomada. In addition to production from this restart, the Company continues to recover precious metals from residual leaching of material already placed on the heap leach pad. On March 9, 2021, the Company announced that it had received a definitive environmental permit for Lomada. The mine is currently operating at a rate of 120,000 tonnes/month of total material. In the leach pad area, road construction has been completed and new mineralized material is being placed on the pad to be leached.

 

No exploration activities were undertaken at Lomada during the period ended March 31, 2022. Exploration work to reinterpret targets, Brecha La Emilia and Cerro Vasco, both in the north part of the property, is expected to start at the end of 2022.

 

The Company has reclamation and remediation obligations for Lomada of $3.62 million as of March 31, 2022.

 

-10-
 

 

Mineral Resources

 

Cap-Oeste (Santa Cruz, AR) – Cube Consulting Dec 2018; Notes ¹ and 2
 
Classification  Tonnes (K)   Average Grades (g/t)   Contained Ounces (K) 
       Gold   Silver   Gold Equivalent   Gold   Silver   Gold Equivalent 
Measured   3.4    2.92    46.7    3.59    0.3    5.3    0.4 

Indicated

   

10,554.0

    

2.07

    

63.2

    

2.99

    

704.0

    

21,448.0

    

1,013.0

 
Meas+Ind   10,557.4    2.07    63.2    2.99    704.3    21,453.3    1,013.4 
                                    
Inferred   4,895.0    1.37    34.7    1.87    215.0    5,467.0    294.0 

 

Calcatreu (Rio Negro, AR) – Cube Consulting Dec 2018; Notes 3 and 4
 
Classification  Tonnes (K)   Average Grades (g/t)   Contained Ounces (K) 
       Gold   Silver   Gold Equivalent   Gold   Silver   Gold Equivalent 
Measured                                   
Indicated   9,841.0    2.11    19.8    2.36    669.0    6,275.0    746.0 
Meas+Ind   9,841.0    2.11    19.8    2.36    669.0    6,275.0    746.0 
                                    
Inferred   8,078.0    1.34    13.1    1.50    348.0    3,399.0    390.0 

 

La Manchuria (Santa Cruz, AR) – Micon 2019; Notes 5 and 6
 
Classification  Tonnes (K)   Average Grades (g/t)   Contained Ounces (K) 
       Gold   Silver   Gold Equivalent   Gold   Silver   Gold Equivalent 
Measured                                   
Indicated   474.0    2.59    129.0    3.53    39.5    1,969.0    53.9 
Meas+Ind   474.0    2.59    129.0    3.53    39.5    1,969.0    53.9 
                                    
Inferred   1,836.0    1.30    40.0    1.56    76.5    2,375.0    92.4 

 

Notes

 

“K” = Thousands, “g/t” = grams per tonne

Rounding may affect sums and weighted averages

Mineral resources that are not mineral reserves have not demonstrated economic viability

100% basis; Fomicruz has a 5% interest in all Santa Cruz mineral interests.

 

  1. Cap-Oeste 0.5 g/t AuEq cutoff
  2. Cap-Oeste AuEq = Au + (Ag*69.4)
  3. Calcatreu 0.5 g/t AuEq cutoff
  4. Calcatreu AuEq = Au + (Ag*81.25)
  5. La Manchuria 0.55 AuEq cutoff
  6. La Manchuria AuEq = (Au + Ag)/(Au price*0.32151)

 

Exploration Update

 

At Calcatreu, in 2022, a total 336.7 line kilometers of ground magnetic surveying was conducted at Calcatreu was collected aimed to prospect new areas or discover new anomalies that may lead to new mineral exploration targets. This work included 17.7 line kilometers of IP Pole-Dipole IP/Res surveying mostly over the Lonco and Amancay veins. Eleven trenches for a total of 292.5 meters and 226 samples have been taken from Lonco, Nelson, Piche and Viuda de Castro prospects.

 

The Baseline environmental study continued under the supervision of GT Ingenieria. A draft of the study provided to the Company, is under review addressing the geology, geomorphology and seismology, climate and meteorology, air quality and noise, surface and groundwater quality, soil study (edaphology), flora and fauna, limnology, ecosystem characterization, natural protected areas, landscape study, socio-environmental study, archeology and paleontology. During first quarter of 2022, activities have been focused on environmental permissions revision and meetings with the provincial authorities, geophysics and trench sampling over Lonco, Nelson, Piche and Castro Sur.

 

-11-
 

 

At the Tornado and Huracán (“Tornado”) properties, during the first quarter of 2022, a total of 3,012 meters of diamond drilling have been undertaken in 9 holes over the El Camino prospect (4 holes), Cerro Opala (1), Cerro Solo (2) and two over the Guanaco structure. So far, results from the El Camino prospect are the most encouraging, showing a strong structure followed with the drilling for approximately 1 kilometer long.

 

At Cap-Oeste, in 2022, activities were focused mostly in Monte Leon Area where a total of 78 RAB holes (1,867 metres drilled and 1,862 samples taken), aimed to delineate near surface oxidized mineralization. Assays and modeling are in progress.

 

Homenaje and Nico

 

In 2021, the Company entered into definitive agreements to acquire two properties in Argentina. A definitive option agreement, dated April 15, 2021 (the “Option Agreement”), was executed with Mirasol Resources Ltd. (“Mirasol”) and Mirasol’s wholly owned subsidiary Australis S.A. (“Australis” and together with Mirasol, the “Vendors”), which grants Patagonia an option to acquire a 75% undivided, managing interest in Australis’ rights and interest in Homenaje (the “Homenaje Project”) located in Santa Cruz Province, Argentina. The Company also entered into a definitive transfer agreement dated April 15, 2021 (the “Transfer Agreement”) with the Vendors, which grants Patagonia a 100% undivided interest in and to Australis’ rights and interest in the Nico property (the “Nico Project”) located in Santa Cruz Province, Argentina. Nico was previously explored by Mirasol, while Homenaje, which is adjacent to the Company’s operations, holds targets that have yet to be drilled.

 

Pursuant to the Option Agreement, Patagonia has an option to earn a 75% interest in the Homenaje Project over six years upon achievement of the following (collectively, the “Earn-In Obligations”):

 

  an initial work program over six years of $2.55 million in exploration expenditures, including 2,500 meters of drilling, on the Homenaje Project;
     
  expenditures on exploration activities with respect to the Homenaje Project (the “Exploration Expenditures”) of a minimum of $0.4 million over the first 18-months;
     
  following completion of the initial Exploration Expenditures and drilling obligations due within the first 30 months, Patagonia must complete a minimum of $0.4 million of Exploration Expenditures in any 12-month period, and a minimum of $0.2 million of Exploration Expenditures in any six-month period; and
     
  a pre-feasibility study, prepared in accordance with NI 43-101 and CIM standards, for a mineral resource of not less than 300,000 ounces of gold equivalent.

 

Upon Patagonia completing the Earn-In Obligations, Patagonia and the Vendors will hold 75% and 25%, respectively, in a joint venture company holding the Homenaje Project. If either party’s equity interest is diluted below 10%, it will convert to a 2% NSR royalty.

 

Pursuant to the terms of the Transfer Agreement, Patagonia has acquired the Vendors’ interest in the Nico Project in exchange for a 1.5% NSR royalty. If, by the end of third-year, the Nico Project has not been operated as a producing mine, or Patagonia has not produced and shipped minerals in commercial quantities (excluding bulk sampling or pilot plant operations, if any) from the Nico Project for a period of 30 consecutive days, Mirasol will have the right to regain full ownership of the Nico Project at no cost.

 

During 2022, a new geological mapping covering all the tenements have been undertaken and a total of 771.4 line kilometers of ground magnetics have been surveyed over the most prospective areas.

 

No exploration activities were undertaken at Homenaje as of March 31, 2022, although environmental permitting has commenced.

 

Mina Angela

 

On August 13, 2019, the Company announced an offer letter agreement with Latin Metals Inc. to acquire its Mina Angela property. Mina Angela is situated in the Somuncura Massif of southern Argentina and is comprised of 44 individual claims located approximately 50 kilometers east-southeast of Patagonia’s 100% owned Calcatreu gold project. Pan American Silver’s Navidad silver and base metal deposit is located 45 kilometers further to the south-southeast of Mina Angela. In March 2020, Patagonia extended the period by which it must enter into the definitive agreement with a $100 thousand payment to Latin Metals; $50 thousand of which was applied to extend the period to enter into the definitive agreement and $50 thousand of which was a partial prepayment of the first earn-in payment to be made under the definitive agreement.

 

-12-
 

 

On September 15, 2020, the Company entered into the definitive option agreement with Latin Metals Inc., which grants the Company an irrevocable option to acquire a 100% interest in the Mina Angela property. Upon signing of the definitive agreement, the Company paid $250 thousand representing the balance of the first earn-in payment. It is expected that the Company will pay the second earn-in payment of $250 thousand within the next six months if it exercises the option to acquire the Mina Angela property. A further and final payment of $500 thousand is expected to be paid within 30 days of verification that the legal restrictions preventing development of mining activity in the Chubut Province and at the Mina Angela property have been lifted in such a manner that the Company thereafter has the ability to perform exploration and exploitation activities on the Mina Angela property. In addition, Latin Metals will be entitled to receive a 1.25% Net Smelter Return royalty from future productions, half of which can be repurchased by the Company for $1 million.

 

On March 12, 2021, the Company exercised the option to acquire 100% interest in the Mina Angela property and paid the second earn-in payment of $250 thousand.

 

On December 15, 2021, the legislature of the Province of Chubut passed a bill to amend the provincial mining law to enable open pit mining within a given area that comprises the Gastre and Telsen Departments. This new law regarding mining zoning was subsequently promulgated on December 16, 2021 by the Chubut Governor. This newly approved law regarding mining zoning would have enabled the Company to advance the development of 101,151 ha of its mining concessions, including Mina Angela. However, on December 20, 2021, the Chubut Governor, sent a bill to the legislature of the Province of Chubut to retract the recent amendments as a result of the violent demonstrations that occurred soon after such law was enacted. This bill, which revoked the amendments regarding mining zoning, was passed by the legislature of the Province of Chubut on December 21, 2021.

 

La Manchuria

 

In addition to its current mineral resources, the Company’s La Manchuria Project is believed to be prospective for the discovery of new gold and silver mineralization. Exploration work continued with mapping and rock chip sampling over an area of approximately 2,000 hectares (“ha”). Veinlets and narrow breccia zones, indicative of hydrothermal activity, were found at the Magali zone. Anomalous gold values were reported from the Cecilia zone. As a result of these favorable results, a new drill program for La Manchuria, of 2,000 m in 14 holes is planned to test geophysical anomalies and to test gold anomalies generated from surface rock chip sampling. An updated NI 43-101 report for this project was completed on September 27, 2019 by Micon International and is on file at www.sedar.com.

 

No exploration activities were undertaken at La Manchuria during the period ended March 31, 2022.

 

Sarita

 

The Sarita Project, located in the SW part of the Deseado Massif approximately 10 kilometers northwest of the Company’s Martha mine and mill, hosts a widespread system of banded, low sulfidation, gold- and silver-bearing veins, within a rhyolitic dome complex. Geologically, the area displays very similar structural and stratigraphic characteristics to Martha with Ag-rich, polymetallic, vein-hosted, intermediate sulfidation mineralization. The banded, silver- and gold-bearing quartz veins and quartz vein breccias occur within a set of NNW-SSE striking normal faults and constitute an extensive mineralized vein system, with more than 12 kilometers in total length. Precious and base metal mineralization has been recognized in quartz veins and vein breccias up to 3 meters wide at surface, composed of quartz and sulphides. Rock chips from discrete vein structures or aligned float contained anomalous gold values ranging from 0.1 to 83.4 g/t Au and from 100 to 15,444 g/t Ag, in separate samples. To date, 16 diamond drill holes have been drilled for a total of 1,754 m targeting the vein mineralization. Geochemical results from drilling show gold and silver anomalies. Due to poor ground conditions encountered during drilling, core recovery in some of the veins was poor and Au and Ag mineralization may have not been recovered. Other exploration activities at Sarita included 7.1 line kilometers of IP/Res geophysical surveys and ground magnetics (220 hectares of grids) over different target areas.

 

During May 2019, a total of 82 RAB holes completing 1,818.4 m, were drilled in the area yielding a total of 1,257 samples for geochemical analysis. In September and October 2019, a second phase of drilling was undertaken, for a total of 2,409 m in 116 holes and 1,361 samples assayed. The RAB drilling defined several shallow, NW-oriented zones of vein-hosted mineralization; notably Veta Maria and Virginia. The Company has plans to follow-up the RAB results with core drilling.

 

No exploration activities have been undertaken at Sarita during the period ended March 31, 2022.

 

Martha

 

The Martha Project (“Martha” or “Mina Martha”) is located in the Province of Santa Cruz, Argentina. The closest community is the town of Gobernador Gregores, situated approximately 50 road kilometers to the west-southwest. The property is the site of past exploration for, and surface and underground mining and recovery of, silver and gold from epithermal veins and vein breccias, previously operated by Coeur Mining Inc. (formerly, Coeur d’Alene Mine Corp.) and Yamana Inc.

 

-13-
 

 

The Company acquired Martha as part of its RTO of Hunt in 2019. The land package at Martha consists of approximately 7,850 ha of concessions, various buildings and facilities, surface and underground mining and support equipment, a 480 tonne per day (maximum) crushing, grinding and flotation plant, tailings facility, various stockpiles and waste dumps, employee living and cafeteria quarters, and miscellaneous physical materials. In addition, the Company has access to surface ranch (“estancia”) lands surrounding the mine and mill site that are approximately 35,700 ha in size.

 

The property was purchased in 2016 by Cerro Cazador SA (CCSA), an Argentine subsidiary of Hunt, from an Argentine subsidiary of Coeur Mining Inc. The intent to purchase was announced February 10, 2016 and closed May 11, 2016 as disclosed by the Company on its website (www.patagoniagold.com). The processing plant at the Martha Project is anticipated to be used to process material from the future Cap-Oeste underground project, from new mining at the greater Martha Project and from the La Josefina Project. Royal Gold Inc. holds a 2% Net Smelter Return (NSR) royalty on all production from the Martha property; the obligation for which transferred from Coeur to the Company (www.royalgold.com). In addition, the provincial government holds a 3% pit-head royalty from future production.

 

During the first quarter of 2020, a plan for reviewing near-mine targets (less than 5 kilometers away from the mill) was defined. Those remaining targets consist of outcropping veins-veinlets and included Veta del Medio System, Noroeste, Ivana, Martha Oeste, Martha Norte, Futuro and Sugar Hill, among others. A total 77 sawn channels were cut, and after encouraging results at Veta del Medio System, a RAB drill program was carried out to test mineralization at shallow depths. A total of 80 RAB drill holes (1,622.4 m of drilling, ranging from 6 to 25 m in depth) tested several targets.

 

Highly anomalous drill intercepts, ranging from 1 m grading 180 g/t Ag up to 3 m grading 2,566 g/t Ag (and 3.5 g/t Au), were returned from the Veta del Medio Norte. No exploration activities were undertaken at Martha Project during the first quarter of 2022.

 

The operations at the Martha plant continue to be on care and maintenance pending the discovery of new material to put through the plant.

 

The Company has reclamation and remediation obligations for the Mina Martha Project of $1.78 million as of March 31, 2022.

 

La Josefina

 

La Josefina is situated about 450 kilometers northwest of the city of Rio Gallegos, in the Santa Cruz province of Argentina within a scarcely populated steppe-like region. The La Josefina property is large, covered by 52,800 hectares of concessions. The La Josefina Project consists of mineral rights composed by an area of 528 square kilometers established in 1994 as a Mineral Reserve held by Fomento Minero de Santa Cruz Sociedad del Estado (“Fomicruz”), the Santa Cruz Provincial mining company.

 

In March 2007, the Company (via a subsidiary of Hunt) acquired the exploration and development rights to the La Josefina project from Fomicruz. In July 2007, the Company entered into an agreement (subsequently amended) with Fomicruz (the “Initial Agreement”) which provides that, in the event that a positive feasibility study is completed on the La Josefina property, a Joint Venture Corporation (“JV Corporation”) would be formed by the Company and Fomicruz. The Company would own 81% of the joint venture company and Fomicruz would own the remaining 19%. Fomicruz has the option to earn up to a 49% participating interest in the JV Corporation by reimbursing the Company an equivalent amount, up to 49%, of the exploration investment made by the Company. The Company has the right to buy back any increase in Fomicruz’s ownership interest in the JV Corporation at a purchase price of $200 thousand per each percentage interest owned by Fomicruz down to its initial ownership interest of 19%. The Company can also purchase 10% of the Fomicruz’s initial 19% JV Corporation ownership interest by negotiating a purchase price with Fomicruz. Under the agreement, the Company had until the end of 2019 to complete cumulative exploration expenditures of $18 million and determine if it will enter into production on the property. In October 2019, the agreement was extended until April 30, 2021 which period may be extended for an additional one-year term. At December 31, 2019, the Company had incurred approximately $20 million and is currently in discussions with Fomicruz to develop a plan for production.

 

An NI 43-101 compliant technical report on La Josefina, dated September 29, 2010 and prepared by UAKO Geological Consulting, is on file on www.sedar.com.

 

During 2020, a total of 1,098 line kilometers of ground geophysics and sampling were surveyed covering the Flaca, Cecilia, Amanda, Pequeña and Cruzada veins. And a total of 124 rock chip samples were taken.

 

The Initial Agreement was terminated by mutual consent of the Company and Fomicruz in July 2020 and the Company has renegotiated with Fomicruz new terms and conditions for the exploration and exploitation of the La Josefina and La Valenciana properties and in December 2021, both parties entered into a new exploration agreement with an exploitation option for the following three projects: the La Josefina project, the La Valenciana project and a new and unexplored property, the Abril Project (the “Projects”).

 

-14-
 

 

The Company also entered into a net smelter returns royalty agreement, pursuant to which Fomicruz is granted a 2% royalty on the mining properties that it has already contributed to PGSA and on the Abril Project, with the exception of the La Josefina project and the La Valenciana project, where Fomicruz is granted a 5% royalty. Furthermore, the Company committed to a $5 million investment to developing an exploration program for the Projects during a 2-year period beginning once the environmental permits for the exploration development of the Projects are obtained. As of the date of the date of this MD&A, the environmental permits are pending approval.

 

During 2022, a review of all the information is in progress and a new GIS database is being configured and new geological models and internal mineral inventories are in progress. A total of 1,158 line kilometers of ground magnetics have been undertaken over the main targets, Amanda Cecilia, Ailin, Sinter, Mogote, etc.

 

La Valenciana

 

La Valenciana is located in the central-north portion of the Santa Cruz Province, Argentina. The project encompasses an area of approximately 29,600 ha and is contiguous with the Company’s La Josefina property to the east. The La Valenciana project is comprised of 11 Manifestations of Discovery (“MDs”) covering segments of Estancia Cañadón Grande, Estancia Flecha Negra, Estancia Las Vallas, Estancia La Florentina, Estancia La Valenciana and Estancia La Modesta (inactive ranches). In La Valenciana, exploration has been limited, with more than half of the surface without systematic exploration. Fomicruz carried out preliminary works defining a main vein system of low sulfidation, epithermal style, with gold and silver values and base metals. Exploration and subsequent reconnaissance sampling by CCSA added other secondary targets and structures combining a total of 5.70 kilometers mapped veins and stockworks. The limited exploration to date, alteration features and associated structures, and partial coverage by probable post-mineral units suggests that there is still a high degree of discovery potential in the mining block. A new exploration program to define mineralization includes geophysical surveys and shallow drilling in new and known target areas and an intensive prospecting and reconnaissance sampling over the Company’s entire land position, is being considered. Mineral resources have not yet been defined on the La Valenciana property.

 

The Initial Agreement was terminated by mutual consent of the Company and Fomicruz in July 2020 and the Company has renegotiated with Fomicruz new terms and conditions for the exploration and exploitation of the La Josefina and La Valenciana properties through a private initiative filed by Patagonia Gold SA, and in December 2021 both parties entered into a new exploration agreement with an exploitation option for the following three projects: the La Josefina project, the La Valenciana project and a new and unexplored property, the Abril Project (the “Projects”).

 

The Company also entered into a net smelter returns royalty agreement, pursuant to which Fomicruz is granted a 2% royalty on the mining properties that it has already contributed to PGSA and on the Abril Project, with the exception of the La Josefina project and the La Valenciana project, where Fomicruz is granted a 5% royalty. Furthermore, the Company committed to a $5 million investment to developing an exploration program for the Projects during a 2-year period beginning once the environmental permits for the exploration development of the Projects are obtained. As of the date of the date of this MD&A, the environmental permits are pending approval.

 

A database review was in progress, but no field activities were undertaken during the period ended March 31, 2022.

 

Abril

 

The Abril area covers approximately 2,000 ha that border the Company’s Martha mine on the south. Abril is a part of the private initiative proposed by Patagonia Gold to Santa Cruz government and Abril is now included in the new exploration agreement with an exploitation option entered into by Patagonia Gold and Fomicruz, the Santa Cruz provincial mining company, in December 6, 2021. Approximately 386.3 line kilometers of ground magnetics have been surveyed in the area covering it completely with 50 m-spaced, N-S lines, several kilometers of veins have been mapped with epithermal textures. Sawn channel samples are planned to be cut as soon as the environmental permits are approved.

 

During first quarter of 2022, 17 line kilometers of new ground magnetic surveying was conducted to bring the total survey coverage to more than 403 line kilometers. Sawed channel sampling is in progress over the more than 5 kilometers of known mineralized structures, veins and breccias mapped in the area. Thus far, a total of 93 channels have been cut and 218 samples collected. Assays are pending.

 

Bajo Pobre

 

Bajo Pobre property is covered by 3,190 hectares concessions - mainly on the Estancia Bajo Pobre. The property is located 90 kilometers south of the town of Las Heras. No exploration activity has taken place on the Bajo Pobre Property and no exploration activity is planned for the immediate future. Mineral resources have not yet been defined on the Bajo Pobre property.

 

Short visits have been carried out to the area during 2020 and a total of 16 samples have been taken. No recent exploration activity has taken place on this property and no exploration activity is planned for the immediate future.

 

-15-
 

 

El Gateado

 

El Gateado is a 4,000 hectares exploration concession and is located in the north-central part of Santa Cruz province, contiguous to La Josefina on the east.

 

The Company has not yet received a formal claim notice pertaining to the El Gateado property. Should a mineral deposit be discovered, the Company has the exclusive option to file for mining rights on the property. The surface rights of the El Gateado claim are held by the following ranches (“estancias”): Estancia Los Ventisqueros, Estancia La Primavera, Estancia La Virginia and Estancia Piedra Labrada. The El Gateado claims are filed with the government under file #406.776/DPS/06.

 

Mineral resources have not yet been defined on the El Gateado property. No recent exploration activity has taken place on El Gateado Property and no exploration activity is planned for the immediate future.

 

Las Mellizas – La Esperanza Block

 

The Company acquired Newmont’s interest in the Las Mellizas and La Esperanza Block in early 2019 in exchange for a 1.5% net smelter return royalty, which grants the Company a 100% undivided right and interest in these properties. This 30,000 ha area is located north and west of La Valenciana in the central part of the Deseado Massif, in Santa Cruz Province, Argentina. These early-stage exploration properties have been granted environmental exploration permits and land owners access agreements have been negotiated, allowing the development of the exploration plan which consist in conducting a new interpretation of the data provided by the former owner of these projects. Trenches and drill holes have been carried out in this epithermal vein field. Results from surface sampling are very encouraging and several structures have never been tested or mapped.

 

Environmental permits to allow for new exploration activities are in progress.

 

Tornado – Huracán

 

The Tornado and Huracán (“Tornado”) properties are located approximately 85 kilometers southeast from the town of Perito Moreno and 250 kilometers west of the city of Pico Truncado, which is the main population center that serve the oil industry in the region. Tornado is located in a prospective area in the northwestern portion of the Deseado Massif. The area lies within cluster of epithermal, low sulfidation, volcanic hosted gold and silver deposits, including the San Jose (Hochschild-McEwen) and the Cerro Negro (Newmont) mines to the northwest and southeast of Tornado, respectively.

 

A total of 3,600 m of RC drilling was planned for mid-2021 at the Tornado and Huracán (“Tornado”) properties. The RC drill program commenced at Tornado but due to adverse winter condition and poor rock conditions encountered during drilling, the campaign was put on hold until later in the year. Only one hole was drilled in the Guanaco target (276 m, NSR) in early December and a diamond rig was available to start drilling the rest of the plan. The first 392 m hole was complete in the El Camino Target in late December. An oxidized, hydrothermal breccia was intersected in the first core hole.

 

During the first quarter of 2022, a total of 3,012 meters of diamond drilling were completed in 9 holes over the Camino prospect (4 holes), Cerro Opalo (1), Cerro Solo (2) and two over the Guanaco structure. Geologic results received thus far, suggest the presence of hydrothermal activity over more than 1 kilometers of strike at Camino.

 

-16-
 

 

Selected Annual Information

 

The following selected financial data for the Company’s most recently completed financial periods are derived from the audited financial statements of the Company.

 

   As at and for the Year Ended December 31, 2021 ($’000)   As at and for the Year Ended December 31, 2020 ($’000)   As at and for the Year Ended December 31, 2019 ($’000) 
Revenue   18,104    19,849    21,938 
Net income loss for the year   (11,266)   (4,381)   (12,354)
Comprehensive loss for the year   (11,133)   (3,023)   (12,008)
Current Assets   6,562    6,149    5,407 
Non-current assets   51,177    53,919    59,087 
Current Liabilities   14,290    14,527    28,032 
Non-current liabilities   25,753    24,136    22,674 
Working Capital (Deficit)   (7,728)   (8,378)   (22,625)
Share Capital   11,244    7,320    2,588 
Shareholders’ Equity   17,696    21,405    13,788 

 

Selected Quarterly Information

 

The following table shows selected financial information related to the results of the Company´s most recent periods.

 

Fiscal Year  2022   2021   2020 
For the quarters ended  Mar   Dec   Sep   Jun   Mar   Dec   Sep   Jun 
    $’000 
Revenues   4,185    3,871    5,758    2,728    5,747    3,380    6,549    4,705 
Net loss for the period   (3,143)   (6,691)   (1,712)   (2,738)   (125)   (2,606)   (1,041)   (177)
Comprehensive Income (Loss) for the period   (3,245)   (6,689)   (2,372)   (2,556)   484    (875)   (877)   252 
Loss per share, basic and diluted   (0.007)   (0.014)   (0.004)   (0.006)   (0.000)   (0.007)   (0.003)   (0.001)

 

The Company’s results over the past several quarters have been driven primarily by fluctuations in the gold price, input costs and changes in gold equivalent ounces produced. In addition, the Company is also affected by fluctuations in the price of silver and foreign exchange rates.

 

Liquidity and Capital Resources

 

As of March 31, 2022, the Company had a working capital deficiency of $10,055 (December 31, 2021 - $7,728). The decrease in the working capital deficiency is a result of increase in bank indebtedness and accounts payable and accrued liabilities.

 

-17-
 

 

The Company’s capital management objectives are:

 

to ensure the Company’s ability to continue as a going concern;
to fund projects from raising capital from equity placements rather than long-term borrowings;
to increase the value of the assets of the business; and
to provide an adequate return to shareholders in the future when new or existing exploration assets are taken into production.

 

These objectives will be achieved by maintaining and adding value to existing extraction projects and identifying new exploration projects, adding value to these projects and ultimately taking them through to production and cash flow, either with partners or by the Company’s means.

 

The Company sets the amount of capital in proportion to its overall financing structure (i.e. equity and financial liabilities). The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.

 

The Company has access to a $15,000 loan facility that will be utilized to fund the Company’s activities going forward, while the review of the Cap-Oeste underground option is ongoing together with the Feasibility Study of its flagship Calcatreu project. The loan matures on December 31, 2022. As of March 31, 2022, there is $15,679 (December 31, 2021 - $14,808) of principal and interest owing under the loan facility.

 

The Company also has access to the following operating lines of credit:

 

  A credit facility with a limit of $6,600, maturity date of December 31, 2022 and interest rate of 1.5% plus base rate. As at March 31, 2022, the interest rate was 1.72% and the Company owed $4,333 (December 31, 2021 - $3,915) under the credit facility.
  A credit facility with an Argentinian bank with a limit of $1,802 (200,000 Argentinian Peso), maturity date of May 31, 2022 and interest rate of 48%. As at March 31, 2022, the Company owed $1,798 (December 31, 2021 - $1,941) under the credit facility.
  A credit facility with an Argentinian bank with a limit of $1,351 (150,000 Argentinian Peso), maturity date of June 10, 2022 and interest rate of 45%. As at March 31, 2022, the Company owed $699 (December 31, 2021 - $850) under the credit facility.
  A credit facility with an Argentinian bank with a limit of $450 (50,000 Argentinian Peso), maturity date of June 2, 2022 and interest rate of 49%. As at March 31, 2022, the Company owed $450 (December 31, 2021 - $Nil) under the credit facility.

 

On March 10, 2021, the Company completed a private placement offering and raised gross proceeds of $7.4 million (CAD $9.3 million) through the issuance of 104,086,063 units of the Company at a price of CAD $0.09 per unit. For more information, see “Disclosure of Outstanding Share Data” section of the MD&A.

 

COVID-19

 

On March 11, 2020, the World Health Organization (WHO) stated the “public health emergency of international concern” and declared the state of pandemic worldwide due to the COVID-19’s outbreak in Wuhan, China and its subsequent global spread.

 

Following this statement, on March 19, 2020, the Argentine Government ordered the “Social, Preventive and Compulsory Isolation” (A.S.P.O. for its acronym in Spanish), by Necessity and Urgency Decree No. 297/2020, imposing the borders’ closure and stringent restrictions on domestic circulation of individuals. Such measures comprised several exceptions, including activities that were considered “essential” and, therefore, were excluded from such restrictions. Successive Necessity and Urgency Decrees extended the term of the mentioned measures until November 8, 2020. As of November 9, 2020, by Necessity and Urgency Decree No. 875/2020 and its amendments, it was established the Preventive and Compulsory Social Distancing (Di.S.P.O. for its acronym in Spanish) that is in full force and effect through February 28, 2021 and can be extended for as long as it may be considered necessary in view of the epidemiological situation.

 

Subsequently, on December 30, 2020, the Ministry of Health’s Resolution No. 2883/2020, approving the “Strategic COVID-19 Vaccination Plan” in the Republic of Argentina, was issued. It aimed to reduce morbidity, mortality, and socio-economic impacts of the pandemic, based on the stepped and progressive vaccination of certain population groups.

 

Because of the various measures adopted by the Argentine government, and within the scenario of the economic activity’s generalised recession, the Company has implemented a protocol establishing the working conditions to operate in strict compliance with the public health standards issued by national and provincial authorities, in order to minimize the risk of contagion of co-workers, clients and providers, and to enable the business continuity. It is worth emphasising that, as of the date of approval of these interim financial statements, the COVID-19 pandemic continues to be a prevalent situation, the duration of which is uncertain, and the measures taken by the different authorities (national, provincial, and pertaining to town) in response thereto are constantly evolving.

 

-18-
 

 

Although the continuity of the Company’s operation has not been significantly affected, the extent of COVID-19’s impact on the operational and financial performance will depend on the evolution of events (including the spread rate and duration, as well as the national and international governmental measures taken in such regard) and on the impact this situation may cause on our main clients, employees, and providers; all of which is uncertain and, at present, not possible to foresee. However, the Company’s Management does not anticipate that such impacts will affect the business continuity or the ability to meet financial commitments in the next twelve (12) months.

 

Off-balance sheet arrangements

 

As of March 31, 2022, the Company had no material off-balance sheet arrangements such as guarantee contracts, contingent interest in assets transferred to an entity, derivative instruments obligations or any obligations that trigger financing, liquidity, market or credit risk to us.

 

Proposed Transactions

 

There are no proposed material transactions as of the date of this MD&A. However, as is typical of the mineral exploration and development industry, management continually reviews potential merger, acquisition, investment, and joint venture transactions and opportunities that could enhance shareholder value. There is no guarantee that any contemplated transaction will be concluded.

 

Transactions Between Related Parties

 

Carlos J. Miguens

 

The Company’s Non-Executive Chairman, Carlos J. Miguens, participated in the March 2021 private placement and subscribed for 57,777,777 units for gross proceeds of $4,112.

 

The complete transactions with and amounts owed to related parties are disclosed in note 19 of the accompanying financial statements.

 

Financial Instruments

 

The Company does not currently utilize complex financial instruments in hedging commodity prices, foreign exchange or interest rate exposure. The Company does not hold derivative instruments for speculation or trading purposes. For details of the Company’s financial instruments, refer to note 21 of the Company’s interim financial statements.

 

Disclosure of Outstanding Share Data

 

Normal Course Issuer Bid

 

On October 26, 2021, the Company announced that it has received approval from the TSXV of its Notice of Intention to Make a NCIB. Under the NCIB, the Company may purchase for cancellation up to 10,000,000 common shares (the “Shares”) (representing approximately 2% of its 467,116,441 issued and outstanding common shares as of October 26, 2021 over a twelve (12) month period commencing on October 26, 2021.

 

During the year ended December 31, 2021, the Company repurchased 550,000 common shares under the NCIB for $20.

 

During the three months ended March 31, 2022, the Company did not repurchase any shares under the NCIB.

 

Private Placement

 

On March 10, 2021, the Company completed a private placement offering and raised gross proceeds of $7.4 million (CAD $9.3 million) through the issuance of 104,086,063 units of the Company at a price of CAD $0.09 per unit. Each unit consisted of one common share of the Company and one common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share at an exercise price of CAD $0.13 until March 10, 2024.

 

In connection with the private placement, the Company paid $326 in cash commission and advisory fees to the Agents and issued 2,509,586 compensation options. Each compensation option is exercisable for one unit of the Company at a price of $0.09 per compensation option. Each unit consists of one common share of the Company and one Warrant. Each Warrant entitles the holder thereof to purchase one common share at an exercise price of CAD $0.13 until March 10, 2024.

 

-19-
 

 

As of the date of this MD&A, the Company had 466,566,441 common shares outstanding.

 

Stock options

 

As of the date of this MD&A, the following stock options were outstanding:

 

Exercise price (CAD)   Options vested   Options unvested   Total outstanding   Expiry date
$0.065    7,650,000    -    7,650,000   September 25, 2024
$0.160    3,200,000    6,400,000    9,600,000   August 13, 2025
      10,850,000    6,400,000    17,250,000    

 

Warrants

 

As of the date of this MD&A, the following warrants were outstanding:

 

Exercise price (CAD)   Number outstanding   Expiry date
$0.13    104,086,063   March 10, 2024

 

Agent compensation options

 

As of the date of this MD&A, the following Agent compensation options were outstanding:

 

Exercise price (CAD)   Number outstanding   Expiry date
$0.09    2,509,586   March 10, 2024

 

Critical Accounting Policies, Judgments and Estimates

 

Our discussion and analysis of results of operations and financial condition are based upon the interim financial statements, which have been prepared in accordance with IFRS. The preparation of the interim financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis, including those related to provisions for uncollectible receivables, mineral reserves, inventories, asset retirement obligations, valuation of intangible assets and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company’s critical accounting judgements and estimates are disclosed in note 5 of the annual audited consolidated financial statements for the year ended December 31, 2021. Any changes in or application of new accounting judgements and estimates during the three months ended March 31, 2022 are disclosed in note 4 of the accompanying interim financial statements.

 

The Company’s significant accounting policies are disclosed in note 4 of the annual audited consolidated financial statements for the year ended December 31, 2021. Any changes in or adoption of new accounting policies during the three months ended March 31, 2022 are disclosed in note 4 of the accompanying interim financial statements.

 

New accounting standards issued effective January 1, 2022

 

The IASB issued an amendment to IAS 16, Property, Plant and Equipment, to prohibit the deducting from property, plant and equipment amounts received from selling items produced while preparing an asset for its intended use. Instead, sales proceeds and its related costs must be recognized in profit or loss. The amendment requires companies to distinguish between costs associated with producing and selling items before the item of property, plant and equipment is available for use and costs associated with making the item of property, plant and equipment available for its intended use. The amendment is effective for annual periods beginning on or after January 1, 2022, with earlier application permitted. The Company adopted the amendment effective January 1, 2022, which did not have any impact on the condensed interim consolidated financial statements.

 

-20-
 

 

Non-IFRS Financial Performance Measures

 

Non-IFRS financial measures are intended to provide additional information only and do not have any standard meaning prescribed by generally accepted accounting principles. Unless otherwise noted, we present the Non-IFRS financial measures of our continuing operations in the tables below.

 

Cash Costs

 

The Company uses cash costs to evaluate the Company’s current operating performance. We believe these measures assist in understanding the costs associated with producing gold and silver, assessing our operating performance and ability to generate free cash flow from operations and sustaining production. These measures may not be indicative of operating profit or cash flow from operations as determined under IFRS. The Company believes that allocating cash costs to gold and silver lead based on gold and silver metal sales relative to total metal sales best allows the Company and other stakeholders to evaluate the operating performance of the Company.

 

Three months ended March 31, 2022 (in $’000, except ounces and per unit amounts)        
   Cap-Oeste   Lomada de Leiva 
Cost of sales  $1,646   $2,322 
Less: Inventory write down   -    (149)
Less: Depreciation   (173)   (204)
Less: Commercial and taxes expense   (350)   (208)
Add/(Less): Other charges and timing differences (1)   (43)   791 
Cash costs  $1,080   $2,552 
Add: Depreciation (2)   38    42 
Cash costs and depreciation  $1,118   $2,594 
           
Ounces produced   908    897 
           
Cash costs per ounce  $1,189   $2,845 
Cash costs and depreciation per ounce  $1,231   $2,892 

 

(1) These costs include expenses such as royalties, export and refinery costs, and other charges that the Company does not include in cash costs. In addition, these amounts include timing differences related to accrual basis of accounting that the Company excludes from the non-IFRS measure in order to measure the cash costs.

 

(2) Depreciation is related to the plant, machinery, equipment and vehicles.

 

Three months ended March 31, 2021 (in $’000, except ounces and per unit amounts)  Cap-Oeste   Lomada de Leiva 
Cost of sales  $2,184   $1,288 
Less: Depreciation   (328)   (307)
Add/(Less): Other charges and timing differences (1)   (788)   81 
Cash costs  $1,068   $1,062 
Add: Depreciation (2)   66    73 
Cash costs and depreciation  $1,134   $1,135 
           
Ounces produced   1,700    471 
           
Cash costs per ounce  $628   $2,255 
Cash costs and depreciation per ounce  $667   $2,409 

 

(1) These costs include expenses such as royalties, export and refinery costs, and other charges that the Company does not include in cash costs. In addition, these amounts include timing differences related to accrual basis of accounting that the Company excludes from the non-IFRS measure in order to measure the cash costs.

(2) Depreciation is related to the plant, machinery, equipment and vehicles.

 

-21-
 

 

Average gross price per ounce sold

 

Average gross price per ounce sold is calculated by dividing the revenue for the relevant year by the ounces sold.

 

Three months ended March 31, 2022 (in $’000, except ounces and per unit amounts)        
   Cap-Oeste   Lomada de Leiva 
Revenue  $2,382   $1,803 
           
Ounces sold   1,262    957 
           
Average gross price per ounce sold  $1,887   $1,884 

 

Three months ended March 31, 2021 (in $’000, except ounces and per unit amounts)        
   Cap-Oeste   Lomada de Leiva 
Revenue  $4,588   $1,159 
           
Ounces sold   2,541    657 
           
Average gross price per ounce sold  $1,806   $1,764 

 

Internal Controls Over Financial Reporting and Disclosure Controls and Procedures

 

Disclosure Controls and Procedures

 

Disclosure controls and procedures are designed to provide reasonable assurance that material information is gathered and reported to senior management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), as appropriate to permit timely decisions regarding public disclosure.

 

Internal Control over Financial Reporting

 

The Company’s management, including the CEO and CFO, are responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the CEO and CFO and effected by management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

 

Disclosure controls and procedures and internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the controls. The design of any control system also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed.

 

Due to its inherent limitations, internal controls over financial reporting and disclosure may not prevent or detect all misstatements. Management will continue to monitor the effectiveness of its internal control over financial reporting and disclosure controls and procedures and may make modifications from time to time as considered necessary.

 

There were no material changes to the Company’s internal controls during the quarter ended March 31, 2022 that have materially affected, or are likely to materially affect, the Company’s internal controls over financial reporting or disclosure controls and procedures.

 

-22-
 

 

Risk Factors

 

The Company is engaged in exploring and developing mining projects and as such, it is exposed to a number of risks and uncertainties that affect similar companies that carry out activities in the same industry. Some of these possible risks include:

 

Exploration risks

 

Resource exploration, development and operations are highly speculative, characterized by a number of significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate, including, among other things, unprofitable efforts resulting not only from the failure to discover mineral reserves but from finding mineral reserves which, though present, are insufficient in quantity and quality to return a profit from production. Few properties that are explored are ultimately developed into production. The majority of exploration companies fail to ever locate an economic deposit. Substantial expenditures are required to establish mineral reserves. No assurance can be given that minerals will be discovered in sufficient grade or quantities to justify commercial operations or that funds required for development can be obtained on a timely basis. Whether an exploration property will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, and environmental protection. The exact effect of these factors cannot accurately be predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital or not obtaining the required capital to develop any project. The Company will evaluate the political and economic environment in considering any properties for acquisition. There can be no assurance that significant restrictions will not be placed on the exploration areas and any other properties the Company may acquire or its operations. Such restrictions may have a material adverse effect on the Company’s business and results of operation.

 

Ability to exploit current and future discoveries

 

It may not always be possible for the Company to participate in the exploitation of successful discoveries. Such exploitation may involve the need to obtain licences or clearances from the relevant authorities, which may not be available on a timely basis or may require conditions to be satisfied and/or the exercise of discretion by such authorities. It may or may not be possible for such conditions to be satisfied, and such conditions may prove uneconomic or not practical. Furthermore, the decision to proceed to further exploration may require the participation of other companies whose interests and objectives may not be consistent with those of the Company. Such further exploitation may also require the Company to meet or commit to financial obligations which it may not have anticipated or may not be able to commit to due to a lack of funds or an inability to raise funds.

 

Political instability, sovereign and regulatory risk

 

The Company’s mineral exploration activities and future project development could be affected in varying degrees by political instability and changes in government regulation relating to foreign investment and the mining business, including expropriation. Operations may also be affected in varying degrees by possible terrorism, military conflict, crime, fluctuations in currency rates and high inflation. In addition, from time to time, governments may nationalize private businesses, including mining companies. There can be no assurance that the governments of countries where the Company or its affiliates operate or the governments with whom the Company works will not nationalize mining companies and their assets in the future or impose burdensome obligations or restrictions. There can also be no assurance that foreign governments will not impose burdensome obligations or restrictions on the Company, the Company’s affiliates or their projects, or will not put in place exploitation regulations in a timely manner or on commercial terms sufficiently attractive to the Company to enable development of its projects.

 

Environmental risk and hazards

 

There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s operations. Governmental approvals and permits are currently and may in future be required in connection with the Company’s operations. To the extent such approvals are required and not obtained, the Company may be curtailed or prohibited from proceeding with planned exploration or development of mineral properties. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws and regulations.

 

-23-
 

 

Commodities Price Risk

 

The profitability of mining operations is significantly affected by changes in the market price of metals and the cost of power, petroleum fuels and oil. The level of interest rates, the rate of inflation, world supply of metals and stability of exchange rates can all cause significant fluctuations in base metal, precious metal, chemical reagent and oil prices. Such external economic factors are in turn influenced by changes in international investment patterns, monetary systems and political developments. The price of gold, silver and other minerals, and oil has fluctuated widely in recent years. Depending on the price of gold, silver, and the cost of power, chemical reagents, petroleum fuels and oil, cash flow from mining operations may not be sufficient to cover the Company’s operating costs or costs of servicing debt.

 

Permits and licences

 

Operations of the Company require or will require licences and permits from various governmental authorities. The Company anticipates that it will be able to obtain in the future all necessary licences and permits to carry on the activities which it intends to conduct, and that it intends to comply in all material respects with the terms of such licences and permits. However, there can be no guarantee that the Company will be able to obtain at all or on reasonable terms, and maintain, at all times, all necessary licences and permits required to undertake its proposed exploration and development or to place its properties into commercial production and to operate mining facilities thereon. In addition, the cost of compliance with changes in governmental regulations has the potential to reduce the profitability of any producing operations or preclude the economic development of any property.

 

Mining Properties

 

Acquiring the title to the mining property is a very detailed and prolonged process. Title may be challenged or be subject to legal disputes. Although the Company has researched in the most diligent and fullest possible manner the title to its mining properties, there is no certainty that its title will not be disputed or challenged in the future.

 

Currency Risk

 

Currency risk is the risk to the Company’s earnings that arises from fluctuations of foreign exchange rates and the degree of volatility of these rates. The Company does not use derivative instruments to reduce its exposure to foreign currency risk.

 

Liquidity risk

 

The Company might incur further debt in order to fund its exploration and operational programs, which would reduce its financial flexibility and could have a material adverse effect on the Company’s business, financial condition or results of operations. The Company’s ability to meet its debt obligations and reduce its level of indebtedness depends on future performance. General economic conditions, mineral prices and financial, business and other factors affect the Company’s operations and future performance. Many of these factors are beyond the Company’s control. The Company cannot assure investors that it will be able to generate sufficient cash flow to pay the interest on its debt or that future working capital, borrowings or equity financing will be available to pay or refinance such debt. Factors that will affect its ability to raise cash through an offering of securities or a refinancing of any debt include financial market conditions and the value of its assets and performance at the time the Company needs capital. The Company cannot assure investors that it will have sufficient funds to make such payments. If the Company does not have sufficient funds and is otherwise unable to negotiate renewals of its borrowings or arrange new financing, it might have to sell significant assets. Any such sale could have a material adverse effect on the Company’s business, operations and financial results.

 

Failure to obtain additional financing, if required, on a timely basis, could cause the Company to reduce or delay its proposed operations.

 

The majority of sources of funds expected to be available to the Company for potential acquisitions and its exploration and development projects are in large portion expected to be derived from the issuance of equity. While the Company have been able in the past to obtain equity financing and has secured shareholder loans to undertake planned exploration and development programs, there is no assurance that the Company will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company. Although the Company intends to generate operating income and cash flow from mining operations, there can be no assurances that the Company will have sustainable economic operations or be able to generate positive operating income or cash flow from such operations.

 

-24-
 

 

Uninsurable Risks

 

Exploration, development and production operations on mineral properties involve numerous risks, including unexpected or unusual geological operating conditions, rock bursts, cave-ins, fires, floods, earthquakes and other environmental occurrences, as well as political and social instability. It is not always possible to obtain insurance against all such risks and the Company may decide not to insure against certain risks because of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any further profitability and result in increasing costs and a decline in the value of the securities of the Company.

 

Tax

 

The Company runs its business in different countries and strives to run its business in as tax efficient a manner as possible. The tax systems in certain of these countries are complicated and subject to changes. For this reason, future negative effects on the result of the Company due to changes in tax regulations cannot be excluded. Repatriation of earnings to Canada from other countries may be subject to withholding taxes.

 

Additional risk factors relevant to the Company are included in the Filing Statement dated May 30, 2019 which is available under the Company’s profile on www.sedar.com.

 

Qualified Persons

 

The scientific and technical information contained in this MD&A has been reviewed and approved by Donald J. Birak, an independent geologist, Registered Member of the Society for Mining, Metallurgy and Exploration (“SME”), Fellow of the Australasian Institute for Mining and Metallurgy and qualified person as defined under NI 43-101.

 

-25-

 

Exhibit 99.2

 

 

Patagonia Gold Corp.

 

Condensed Interim Consolidated Financial Statements (Unaudited)

 

For the Three Months Ended March 31, 2022 and 2021

 

(All amounts in thousands of United States Dollars unless otherwise stated)

 

Index

 

Condensed Interim Consolidated Statements of Financial Position 2
   
Condensed Interim Consolidated Statements of Loss and Comprehensive Income (Loss)

3

   
Condensed Interim Consolidated Statements of Changes in Equity 4
   
Condensed Interim Consolidated Statements of Cash Flows 5
   
Notes to the Condensed Interim Consolidated Financial Statements 6

 

1

 

 

Patagonia Gold Corp.

Condensed Interim Consolidated Statements of Financial Position

(Unaudited - in thousands of U.S. dollars)

 

   Note   March 31, 2022   December 31, 2021 
Current assets               
Cash   21   $608   $291 
Receivables   11, 21    1,444    2,512 
Inventories   5    3,967    3,759 
Total current assets        6,019    6,562 
                
Non-current assets               
Mineral properties   6    15,664    16,112 
Mining rights   8    17,337    17,145 
Property, plant and equipment   10    12,024    12,475 
Goodwill        4,009    4,009 
Other financial assets   9, 21    13    15 
Other receivables   12, 21    1,665    1,421 
Total non-current assets        50,712    51,177 
Total assets       $56,731   $57,739 
                
Current liabilities               
Bank indebtedness   13   $7,280   $6,706 
Accounts payable and accrued liabilities   14, 19, 21    8,098    6,859 
Accounts payable with related parties   14, 19, 21    230    208 
Loan payable and current portion of long-term debt   15, 19, 21    466    517 
Total current liabilities        16,074    14,290 
                
Non-current liabilities               
Long-term debt   16, 21    15,930    255 
Long-term debt with related parties   16, 19, 21    -    15,507 
Reclamation and remediation obligations   7    6,237    6,188 
Deferred tax liabilities        3,942    3,795 
Other long-term payables        7    8 
Total non-current liabilities        26,116    25,753 
Total liabilities        42,190    40,043 
                
Shareholders’ equity               
Capital stock   18    11,244    11,244 
Contributed surplus        189,767    189,677 
Accumulated deficit        (204,790)   (201,710)
Accumulated other comprehensive income        19,775    19,877 
Total shareholders’ equity attributable to the parent        15,996    19,088 
Non-controlling interest        (1,455)   (1,392)
Total shareholders’ equity        14,541    17,696 
Total liabilities and shareholders’ equity       $56,731   $57,739 

 

Going concern (note 3)

 

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

 

Approved on Behalf of the Board of Directors

 

Signed “Christopher van Tienhoven” , Director Signed “Cristian Lopez Saubidet” , Director

 

2

 

 

Patagonia Gold Corp.

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss

For the Three Months Ended March 31, 2022 and 2021

(Unaudited - in thousands of U.S. dollars)

 

   Note   2022   2021 
             
Revenue       $4,185   $5,747 
Cost of sales   5    (3,968)   (3,472)
Gross profit        217    2,275 
                
Operating expenses:               
Exploration expenses        (1,937)   (775)
Repair and maintenance        (170)   (222)
Administrative expenses   20    (1,719)   (1,361)
Share-based payments expense   18    (90)   (90)
Interest expense        (658)   (300)
Total operating expense:        (4,574)   (2,748)
                
Other income/(expenses)               
Interest income        95    55 
Gain/(loss) on foreign exchange        718    (464)
Accretion expense   7    (47)   (5)
Other income   22    783    - 
Total other income/(expenses)        1,549    (414)
Net loss – before income taxes        (2,808)   (887)
                
Income tax benefit (expense)        (335)   762 
Net loss       $(3,143)  $(125)
                
Attributable to non-controlling interest        (63)   50 
Attributable to equity share owners of the parent        (3,080)   (175)
         (3,143)   (125)
Other comprehensive income (loss) net of tax               
Change in fair value of investment   9    (2)   2 
Foreign currency translation adjustment        (100)   607 
Total other comprehensive income (loss)        (102)   609 
Total comprehensive income (loss)       $(3,245)  $484 
                
Weighted average number of common shares outstanding – basic and diluted   17    466,566,441    387,590,011 
                
Net loss per share – basic and diluted   17   $(0.007)  $(0.000)

 

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

 

3

 

 

Patagonia Gold Corp.

Condensed Interim Consolidated Statements of Changes in Equity

For the Three Months Ended March 31, 2022 and 2021

(Unaudited - in thousands of U.S. dollars)

 

   Capital stock  

Accumulated

deficit

   Accumulated other comprehensive income   Contributed surplus   Total Attributable to parent   Non-
controlling interest
   Total 
                             
Balance - January 1, 2021   7,320    (190,541)   19,744    186,177    22,700    (1,295)   21,405 
Net loss   -    (175)   -    -    (175)   50    (125)
Other comprehensive income   -    -    609    -    609    -    609 
Shares and warrants issued (note 18)   4,270    -    -    3,138    7,408    -    7,408 
Share and warrant issuance costs (note 18)   (188)   -    -    (138)   (326)   -    (326)
Agent compensation options issued (note 18)   (138)   -    -    138    -    -    - 
Share based payments (note 18)   -    -    -    90    90    -    90 
Balance – March 31, 2021   11,264    (190,716)   20,353    189,405    30,306    (1,245)   29,061 
                                    
Balance - January 1, 2022   11,244    (201,710)   19,877    189,677    19,088    (1,392)   17,696 
Net loss   -    (3,080)   -    -    (3,080)   (63)   (3,143)
Other comprehensive loss   -    -    (102)   -    (102)   -    (102)
Share based payments (note 18)   -    -    -    90    90    -    90 
Balance – March 31, 2022   11,244    (204,790)   19,775    189,767    15,996    (1,455)   14,541 

 

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

 

4

 

 

 

Patagonia Gold Corp.

Condensed Interim Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2022 and 2021

(Unaudited - in thousands of U.S. dollars)

 

 

   Note   2022   2021 
Cash flow from operating activities               
Net loss       $(3,143)  $(125)
Items not affecting cash               
Depreciation of property, plant and equipment   10    338    573 
Depletion of mineral properties   6    455    153 
Amortization of mining rights   8    25    25 
Share based payment expense   18    90    90 
Provisions        2    259 
Interest payable with related party        -    172 
Interest payable        172    - 
Write-down of inventory   5    149    - 
Accretion expense   7    47    5 
Deferred tax expense/(benefit)        335    (762)
         (1,530)   390 
Net change in non-cash working capital items               
(Increase)/decrease in receivables        824    (825)
(Increase)/decrease in inventory        (164)   279 
(Increase)/decrease in other financial assets        -    (3)
Increase/(decrease) in accounts payable and accrued liabilities        1,051    728 
Increase/(decrease) in accounts payable and accrued liabilities with related parties        22    22 
Increase/(decrease) in provision        (1)   (20)
Increase/(decrease) in transaction taxes payable        -    (10)
         1,732    171 
Net cash provided by operating activities        202    561 
                
Cash flows from investing activities               
Purchase of property, plant and equipment   10    (80)   (271)
Purchase of mineral property   6    (7)   (610)
Net cash used in investing activities        (87)   (881)
                
Cash flow from financing activities               
Bank indebtedness (repayment)        574    (6,759)
Repayment of loans        (55)   (146)
Shares issued   18    -    7,408 
Share and warrant issuance costs   18    -    (326)
Net cash provided by financing activities        519    177 
                
Net increase (decrease) in cash        634    (143)
Effect of foreign exchange on cash        (317)   441 
Cash, beginning of period        291    819 
Cash, end of the period       $608   $1,117 
                
Taxes paid        -    (10)
Interest paid        (422)   (98)
Supplemental non-cash information Change in value of investments   9    (2)   2 

 

The accompanying notes form an integral part of these condensed interim consolidated financial statements

 

5

 

 

 

Patagonia Gold Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2022 and 2021

(Unaudited - in thousands of U.S. dollars unless otherwise stated)

 

 

1. Nature of business

 

On July 24, 2019, Patagonia Gold Corp. (PGDC.TSXV – “the Company” or “Patagonia”) [formerly Hunt Mining Corp (“Hunt”, or “Hunt Mining”)] and Patagonia Gold Limited (“PGL”) [formerly Patagonia Gold PLC (“PGP”)] completed a reverse acquisition (or reverse takeover, the “RTO”) resulting in Hunt acquiring all issued shares of common stock of PGP in exchange for common shares of Hunt on the basis of 10.76 Hunt shares for each PGP share. Hunt issued 254,355,192 common shares to the shareholders of PGP representing an ownership interest of approximately 80%. The operating name of Hunt Mining Corp. was changed to Patagonia Gold Corp.

 

Patagonia is a mineral exploration and production company incorporated on January 10, 2006 under the laws of Alberta, Canada and, together with its subsidiaries, is engaged in the exploration of mineral properties and exploitation of reserves in Santa Cruz, Rio Negro and Chubut provinces of Argentina.

 

The consolidated financial statements include the accounts of the following subsidiaries after elimination of intercompany transactions and balances:

 

 

Corporation

 

 

Incorporation

 

Percentage

ownership

  Functional currency   Business purpose

 

Patagonia Gold S.A. (“PGSA”)

 

 

Argentina

 

 

95.3

 

 

US$

  Production and Exploration Stage
Minera Minamalu S.A.   Argentina   100   US$   Exploration Stage
Huemules S.A.   Argentina   100   US$   Exploration Stage
Leleque Exploración S.A.   Argentina   100   US$   Exploration Stage
Patagonia Gold Limited (formerly Patagonia Gold PLC)   UK   100   GBP$   Holding
Minera Aquiline S.A.U.   Argentina   100   US$   Exploration Stage
Patagonia Gold Canada Inc.   Canada   100   CAD$   Holding
Patagonia Gold Chile S.C.M.   Chile   100   CH$   Exploration Stage
Ganadera Patagonia S.R.L.   Argentina   100   US$   Land Holding
1272680 B.C. Ltd (formerly 1494716 Alberta Ltd.)   Canada   100   CAD$   Nominee Shareholder

 

The Company’s activities include the exploration for and production of minerals from properties in Argentina and Chile. On the basis of information to date, properties where it has not yet been determined if economically recoverable reserves exist are classified as exploration-stage. Properties where economically recoverable reserves exist and are being exploited are classified as production-stage. The underlying value of the mineral properties is entirely dependent upon the existence of reserves, the ability of the Company to obtain the necessary financing to complete development and upon future profitable production or a sale of these properties.

 

On some properties, ongoing production and sales of gold and silver are being undertaken without established mineral resources or reserves and the Company has not established the economic viability of the operations. As a result, there is increased uncertainty and economic risks of failure associated with these production activities. Despite the sale of gold and silver, these projects remain in the exploration stage because management has not established proven or probable reserves required to be classified in either the development or production stage.

 

2. Basis of presentation

 

The Company’s condensed interim consolidated financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting (“IAS 34”) and do not include all of the information required for annual financial statements. These condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2021.

 

Prior to the reverse acquisition, Patagonia Gold Limited prepared its December 31, 2018 annual consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Upon the reverse acquisition with Patagonia Gold Corp, Patagonia Gold Limited became the ongoing entity for accounting purposes and Patagonia Gold Limited had to switch to reporting under US GAAP as Patagonia Gold Corp. is a registrant with the U.S. Securities and Exchange Commission (“SEC”). The Company prepared its interim financial statements for the three months ended March 31, 2020 in accordance with US GAAP. Effective June 30, 2020, the Company obtained “foreign private issuer” status in accordance with SEC guidelines and became eligible to satisfy its reporting requirements using IFRS. As such, the Company has prepared these condensed interim consolidated financial statements in accordance with IFRS as issued by IASB.

 

6

 

 

 

Patagonia Gold Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2022 and 2021

(Unaudited - in thousands of U.S. dollars unless otherwise stated)

 

 

The condensed interim consolidated financial statements were approved by the Company’s Board of Directors on May 27, 2022.

 

These condensed interim consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments measured at fair value. In addition, these interim financial statements have been prepared using the accrual basis of accounting.

 

The Company’s presentation currency is the US Dollar.

 

Reclassification

 

Certain amounts in the prior period condensed interim consolidated statements of cash flows for the three months ended March 31, 2021 have been reclassified to conform with current period presentation.

 

For the three months ended March 31, 2021, the Company reclassified $172 of proceeds from loans with related parties under financing activities to a non-cash accrued interest adjustment under operating activities. This reclassification resulted in an increase in cash provided by operating activities from $389 to $561 and decrease in cash provided by financing activities from $349 to $177.

 

These reclassifications did not have any effect on the reported results of operations.

 

3. Going concern

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company’s ability to continue as a going concern is dependent upon, but not limited to, its ability to raise financing necessary to discharge its liabilities as they become due and generate positive cash flows from operations. During the three months ended March 31, 2022, the Company had a net loss of $3,143 (2021 - $125). As at March 31, 2022, the Company has negative working capital of $10,055 (December 31, 2021 - $7,728) and had an accumulated deficit of $204,790 (December 31, 2021 - $201,710). These aforementioned conditions have resulted in material uncertainties that may cast significant doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern and to meet its obligations will be dependent upon generating positive cash flows from operations as well as obtaining debt and equity financing. However, there can be no assurance that the steps management is taking will be successful. The accompanying consolidated financial statements do not reflect any adjustments in the carrying values of the assets and liabilities, the reported revenues and expenses, and the balance sheet classifications used, that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. These adjustments could have a material impact on the consolidated financial statements.

 

4. Significant accounting policies and critical accounting judgements and estimates

 

(a) Significant accounting policies

 

Except as noted below, these condensed interim consolidated financial statements follow the same accounting policies as the Company’s annual audited consolidated financial statements for the year ended December 31, 2021. For a complete list of accounting policies applied by the Company, see note 4 of the Company’s annual audited consolidated financial statements for the year ended December 31, 2021.

 

New accounting standards issued effective January 1, 2022

 

The IASB issued an amendment to IAS 16, Property, Plant and Equipment, to prohibit the deducting from property, plant and equipment amounts received from selling items produced while preparing an asset for its intended use. Instead, sales proceeds and its related costs must be recognized in profit or loss. The amendment requires companies to distinguish between costs associated with producing and selling items before the item of property, plant and equipment is available for use and costs associated with making the item of property, plant and equipment available for its intended use. The amendment is effective for annual periods beginning on or after January 1, 2022, with earlier application permitted. The Company adopted the amendment effective January 1, 2022, which did not have any impact on the condensed interim consolidated financial statements.

 

7

 

 

 

Patagonia Gold Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2022 and 2021

(Unaudited - in thousands of U.S. dollars unless otherwise stated)

 

 

New accounting standards issued but not yet effective

 

The IASB issued an amendment to IAS 1, Presentation of Financial Statements, to clarify one of the requirements under the standard for classifying a liability as non-current in nature, specifically the requirement for an entity to have the right to defer settlement of the liability for at least 12 months after the reporting period. The amendment includes:

 

  Specifying that an entity’s right to defer settlement must exist at the end of the reporting period;
  Clarifying that classification is unaffected by management’s intentions or expectations about whether the entity will exercise its right to defer settlement;
  Clarifying how lending conditions affect classification; and
  Clarifying requirements for classifying liabilities an entity will or may settle by issuing its own equity instruments.

 

The Company will evaluate the impact, if any, on its consolidated financial statements prior to the effective date of January 1, 2023.

 

(b) Critical accounting judgements and estimates

 

The preparation of these condensed interim consolidated financial statements requires management to make certain critical accounting estimates. It also requires management to exercise judgment in the process of applying the Company’s accounting policies. The significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the annual audited consolidated financial statements as at and for the year ended December 31, 2021.

 

5. Inventories

 

   March 31, 2022   December 31, 2021 
   $’000   $’000 
         
Gold held on carbon  $1,681   $1,669 
Materials and supplies   2,286    2,090 
   $3,967   $3,759 

 

During the three months ended March 31, 2022, the Company expensed $3,261 (2021 - $2,661) of inventories on the condensed interim consolidated statements of loss and comprehensive loss.

 

During the three months ended March 31, 2022, the net realizable value of the inventory was less than the costs incurred in establishing the gold held on carbon and the Company recorded an inventory write down of $149 (2021 - $Nil) under cost of sales on the condensed interim consolidated statements of loss and comprehensive loss.

 

8

 

 

 

Patagonia Gold Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2022 and 2021

(Unaudited - in thousands of U.S. dollars unless otherwise stated)

 

 

6. Mineral properties

 

  

Mining assets

   Surface rights acquired  

Total

 
   $’000   $’000   $’000 
Cost            
Balance – January 1, 2021  $24,123   $6,459   $30,582 
Additions   2,951    -    2,951 
Balance - December 31, 2021  $27,074   $6,459   $33,533 
Additions   7    -    7 
Balance – March 31, 2022  $27,081   $6,459   $33,540 
                
Depletion               
Balance - January 1, 2021  $13,752   $908   $14,660 
Change for the period   1,272    -    1,272 
Impairment   1,489    -    1,489 
Balance - December 31, 2021  $16,513   $908   $17,421 
Charge for the period   455    -    455 
Balance – March 31, 2022  $16,968   $908   $17,876 
                
Net book value               
December 31, 2021  $10,561   $5,551   $16,112 
March 31, 2022  $10,113   $5,551   $15,664 

 

Trilogy Mining Corporation

 

In January 2016, Patagonia Gold Limited (“PGL”) entered into an earn–in agreement with Trilogy Mining Corporation (“Trilogy”) in relation to the San José Project in Uruguay. This was recognized within mining assets at a cost of $1,996. In December 2019, the Company announced the termination of its option agreement with Trilogy and in exchange received common shares of Trilogy, that will result in PGL owning 42.5% of the then issued and outstanding shares of Trilogy. In connection with the termination of the option agreement, the Company impaired $1,996 of the mining asset related to San José Project in Uruguay during the year ended December 31, 2019.

 

Lomada project

 

All development costs incurred with respect to the Lomada project, from September 1, 2010 and onwards, have been capitalized as mineral properties and included under mining assets. The project completed the trial heap leach phase and entered full commercial production in the third quarter of 2013. Amortization is charged based on the unit-of-production method.

 

In February 2019, the Company reviewed the production profile for Lomada. Given the lower than anticipated recoveries, the Company made the decision to close the Lomada project.

 

Following receipt of a preliminary permit on October 7, 2020, the Company restarted mining operations at Lomada de Leiva in November 2020, which had been previously closed since in February 2019. The expenses related to the development of the new pit were capitalized as Mineral Properties.

 

Cap-Oeste project

 

The Company completed the development of Cap-Oeste Project in September 2016, entered into production in the last quarter of that year. As a result of the experience gained at Lomada, no trial production period was required at Cap-Oeste. Revenue from commercial production was therefore recognised from the outset. The capitalized development costs are amortized based on the unit of production method.

 

In February 2019, the Company reviewed the production profile for 2019 for Cap-Oeste. Given the expected lower production volumes, the Company made the decision to put Cap-Oeste on care and maintenance until a suitable solution to extract and process the high-grade underground resource from Cap-Oeste has been identified. Residual production continued at Cap-Oeste and the Company continued to capitalize costs under inventories.

 

9

 

 

 

Patagonia Gold Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2022 and 2021

(Unaudited - in thousands of U.S. dollars unless otherwise stated)

 

 

Mina Angela

 

In September 2020, the Company entered into a definitive option agreement with Latin Metals Inc. which granted the Company an irrevocable option to acquire a 100% interest in the Mina Angela property. Pursuant to the definitive agreement, the Company has paid $250 representing the first earn-in payment. The Company shall decide whether to exercise the option no later than six months from the date of the definitive agreement. If the Company elects to exercise the option, they shall pay the second earn-in payment of $250. A further and final payment of $500 is expected to be paid within 30 days of verification that the legal restrictions preventing development of mining activity in the Chubut Province and at the Mina Angela property have been lifted in such a manner that Patagonia has the ability to perform exploration and exploitation mining activities on the property. In addition, Latin Metals Inc. will be entitled to receive a 1.25% Net Smelter Royalty (“NSR”) from future production. The Company has the right to repurchase half of the NSR for $1,000. On March 12, 2021, the Company exercised the option to acquire 100% interest in the Mina Angela property and paid the second earn-in payment of $250.

 

On December 15, 2021, the legislature of the Province of Chubut passed a bill to amend the provincial mining law to enable open pit mining within a given area that comprises the Gastre and Telsen Departments. This new law regarding mining zoning was subsequently promulgated on December 16, 2021 by the Chubut Governor. This newly approved law regarding mining zoning would have enabled the Company to advance the development of 101,151 ha of its mining concessions, including Mina Angela. However, on December 20, 2021, the Chubut Governor, sent a bill to the legislature of the Province of Chubut to retract the recent amendments as a result of the violent demonstrations that occurred soon after such law was enacted. This bill, which revoked the amendments regarding mining zoning, was passed by the legislature of the Province of Chubut on December 21, 2021.

 

Surface rights

 

The Company owns the surface rights of land encompassing the Estancia La Bajada, Estancia El Tranquilo, Estancia El Rincon, Estancia La Josefina and the Estancia 1° de Abril.

 

There is a back in right granted to the sellers under Estancia El Rincon’s title deed whereby the Company irrevocably committed to resell the estancia to its former owner in the event that two consecutive years elapse without mining activities. Current activity on this property includes the Lomada Project.

 

Mina Martha project

 

On May 6, 2016, the Company acquired the assets of the Mina Martha project from Coeur Mining Inc. (“Coeur”). The Mina Martha project consists of land, mineral rights, a mine camp, offices, a warehouse, maintenance shop, mining facilities including a flotation mill and a tailings retention facility.

 

La Josefina project

 

In March 2007, the Company acquired the exploration and development rights to the La Josefina project from Fomento Minero de Santa Cruz Sociedad del Estado (“Fomicruz”) the Santa Cruz provincial mining and petroleum company.

 

In July 2007, the Company entered into an agreement (subsequently amended) with Fomicruz which provides that, in the event that a positive feasibility study is completed on the La Josefina property, a Joint Venture Corporation (“JV Corporation”) would be formed by the Company and Fomicruz. The Company would own 81% of the joint venture company and Fomicruz would own the remaining 19%. Fomicruz has the option to earn up to a 49% participating interest in the JV Corporation by reimbursing the Company an equivalent amount, up to 49%, of the exploration investment made by the Company. The Company has the right to buy back any increase in Fomicruz’s ownership interest in the JV Corporation at a purchase price of $0.2 million per each percentage interest owned by Fomicruz down to its initial ownership interest of 19%; the Company can also purchase 10% of the Fomicruz’s initial 19% JV Corporation ownership interest by negotiating a purchase price with Fomicruz. Under the agreement, the Company has until the end of 2019 to complete cumulative exploration expenditures of $18 million and determine if it will enter into production on the property. As at December 31, 2018, the Company had incurred approximately $20 million and is in current discussions with Fomicruz to develop a plan for production. In October 2019, the agreement was extended until April 30, 2021 and may be extended for an additional one-year term. The agreement was terminated by mutual consent of the Company and Fomicruz in July 2020 and the Company has renegotiated new terms and conditions with Fomicruz for the exploration and exploitation of the La Josefina and La Valenciana properties and in December 2021, both parties entered into a new exploration agreement with an exploitation option for the following three projects: the La Josefina project, the La Valenciana project and a new and unexplored property, the Abril Project (the “Projects”).

 

10

 

 

 

Patagonia Gold Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2022 and 2021

(Unaudited - in thousands of U.S. dollars unless otherwise stated)

 

 

The Company also entered into a Net Smelter Royalty agreement, pursuant to which Fomicruz is granted a 2% royalty on the mining properties that it has already contributed to PGSA and on the Abril Project, with the exception of the La Josefina project and the La Valenciana project, where Fomicruz is granted a 5% royalty. Furthermore, the Company committed to a $5 million investment to developing an exploration program for the Projects during a 2-year period beginning once the environmental permits for the exploration development of the Projects are obtained.

 

Homenaje and Nico Projects

 

On April 15, 2021, the Company entered into definitive agreements to acquire two projects in Argentina. A definitive option agreement was executed with Mirasol Resources Ltd. (“Mirasol”) and Mirasol’s wholly-owned subsidiary Australis S.A. (“Australis” and together with Mirasol, the “Vendors”), which grants the Company an option to acquire a 75% undivided interest in and to Australis’ rights and interest in the Homenaje project located in Santa Cruz Province, Argentina. The Company also entered into a definitive transfer agreement dated April 15, 2021 (with the Vendors, which grants the Company a 100% undivided interest in and to Australis’ rights and interest in the Nico project located in Santa Cruz Province, Argentina.

 

Homenaje Project

 

Pursuant to the Option Agreement, Patagonia has an option to earn a 75% interest in the Homenaje Project over six years upon achievement of the following (collectively, the “Earn-In Obligations”):

 

  an initial work program over six years of $2.55 million in exploration expenditures, including 2,500 meters of drilling, on the Homenaje Project;
     
  expenditures on exploration activities with respect to the Homenaje Project (the “Exploration Expenditures”) of a minimum of $0.4 million over the first 18-months;
     
  following completion of the initial Exploration Expenditures and drilling obligations due within the first 30 months, Patagonia must complete a minimum of $0.4 million of Exploration Expenditures in any 12-month period, and a minimum of $0.2 million of Exploration Expenditures in any six-month period; and
     
  a pre-feasibility study, prepared in accordance with NI 43-101, for a mineral resource of not less than 300,000 ounces of gold equivalent.

 

Upon Patagonia completing the Earn-In Obligations, Patagonia and the Vendors will hold 75% and 25%, respectively, in a joint venture company holding the Homenaje Project. If either party’s equity interest is diluted below 10%, it will convert to a 2% NSR royalty.

 

Nico Project

 

Pursuant to the terms of the Transfer Agreement, Patagonia has acquired the Vendors’ interest in the Nico Project in exchange for a 1.5% NSR royalty. If, by the end of third-year, the Nico Project has not been operated as a producing mine, or Patagonia has not produced and shipped minerals in commercial quantities (excluding bulk sampling or pilot plant operations, if any) from the Nico Project for a period of 30 consecutive days, Mirasol will have the right to regain full ownership of the Nico Project at no cost.

 

7. Reclamation and remediation obligations

 

The Company is legally required to perform reclamation on sites where environmental disturbance is caused by the development or on-going mining of a property to restore it to its original condition at the end of its useful life. In accordance with IFRS, the Company recognized the estimated fair value of that liability as an asset retirement obligation. As at March 31, 2022, the total amount of undiscounted cash flows required to settle the estimated obligation is $6,647 (December 31, 2021 - $6,366) which has been discounted using a weighted average risk-free rate of 2.31% (December 31, 2021 – 0.8%) and an inflation rate of 8.54% (December 31, 2021 – 7.04%).

 

11

 

 

 

Patagonia Gold Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2022 and 2021

(Unaudited - in thousands of U.S. dollars unless otherwise stated)

 

 

The following table describes the changes to the Company’s reclamation and remediation obligation liability:

 

   March 31, 2022   December 31, 2021 
    $’000    $’000 
Reclamation and remediation obligation - beginning of period  $6,188   $5,139 
Change in estimate   2    983 
Accretion expense   47    66 
Reclamation and remediation obligation - end of period  $6,237   $6,188 

 

The Company reassesses the cost of reclamation and remediation obligations periodically given new information regarding changes to the risk-free rate, inflation rate and undiscounted cash flow. During the three months ended March 31, 2022 and year ended December 31, 2021, the change in estimate relates to revisions to the estimated undiscounted cashflow obligations.

 

8. Mining rights

 

  

 

Fomicruz Agreement

   Minera Aquiline Argentina  

 

 

Total

 
   $’000   $’000   $’000 
Balance – January 1, 2021  $3,088   $14,107   $17,195 
Amortization   (100)   -    (100)
Exchange differences   -    50    50 
Balance - December 31, 2021  $2,988   $14,157   $17,145 
Amortization   (25)   -    (25)
Exchange differences   -    217    217 
Balance – March 31, 2022  $2,963   $14,374   $17,337 

 

Fomicruz Agreement

 

On October 14, 2011, Patagonia Gold, PGSA and Fomicruz entered into a definitive strategic partnership agreement in the form of a shareholders’ agreement (“Fomicruz Agreement”) to govern the affairs of PGSA and the relationship between the Company, PGSA and Fomicruz. Pursuant to the Fomicruz Agreement, Fomicruz contributed to PGSA the rights to explore and mine Fomicruz’s mining properties in Santa Cruz Province in exchange for a 10% equity interest in PGSA. The Fomicruz Agreement establishes the terms and conditions of the strategic partnership for the future development of certain PGSA mining properties in the Santa Cruz. The Company will fund 100% of all exploration expenditures on the PGSA properties to the pre-feasibility stage, with no dilution to Fomicruz. After feasibility stage is reached, Fomicruz is obliged to pay its 10% share of the funding incurred thereafter on the PGSA properties, plus annual interest at LIBOR +1% to the Company. Such debt and interest payments will be guaranteed by an assignment by Fomicruz of 50% of the future dividends otherwise payable to Fomicruz on its shares. The Company will manage the exploration and potential future development of the PGSA properties.

 

The mining rights acquired have been measured by reference to the estimated fair value of the equity interest given to Fomicruz. Management has estimated the fair value of the 10% interest in PGSA acquired by Fomicruz, on or about October 14, 2011 at $4 million. In determining this fair value estimate, management considered many factors including the net assets of PGSA and the illiquidity of the 10% interest. This amount has been recorded as an increase in the equity of PGSA and as a mining right asset. In these consolidated financial statements, the increase in equity in PGSA has been recorded as non-controlling interest. The initial share of net assets of PGSA ascribed to the non-controlling interest amounted to $4 million.

 

Effective January 1, 2020, the Company’s former subsidiary Cerro Cazador S.A merged with PGSA and as a result, Formicruz has a 4.7% interest in the newly merged entity.

 

Minera Aquiline Argentina Agreement

 

On January 31, 2018, Patagonia, through a wholly owned subsidiary (Patagonia Gold Canada Inc. “PGCAD”), acquired the Calcatreu gold asset in Rio Negro, Argentina, by way of acquiring 100% of the shares of Minera Aquiline Argentina S.A. (“MASA”), a subsidiary of Pan American Silver Corporation. Total consideration for the acquisition amounted to $15 million. PGCAD has made the initial payment of $5 million on January 31, 2018 and the final payment of $10 million on legal completion on May 18, 2018.

 

12

 

 

 

Patagonia Gold Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2022 and 2021

(Unaudited - in thousands of U.S. dollars unless otherwise stated)

 

 

This transaction was accounted for as an asset acquisition and the purchase consideration was allocated to Mining Rights at $14.6 million and other net assets at $0.4 million. These mining rights will be amortized on a unit-of-production method over the estimated period of economically recoverable resources once the project reaches the commercial production phase.

 

9. Other financial assets

 

The Company has short-term investments in equity securities which are recorded at fair value through other comprehensive income (loss). As at March 31, 2022, the fair value of the short-term investments is $13 (2021 - $15).

 

10. Property, plant and equipment

 

   Plant   Buildings   Vehicles and equipment   Improvements and advances   Total 
   $’000   $’000   $’000   $’000   $’000 
Cost                         
Balance – January 1, 2021  $15,440   $1,979   $23,270   $1,039   $41,728 
Additions   1    -    585    1,253    1,839 
Disposals   -    -    (84)   -    (84)
Transfers   36    -    20    (56)   - 
Balance – December 31, 2021  $15,477   $1,979   $23,791   $2,236   $43,483 
Additions   -    -    59    21    80 
Balance – March 31, 2022  $15,477   $1,979   $23,850   $2,257   $43,563 
                          
Accumulated depreciation                         
Balance – January 1, 2021  $13,402   $362   $14,731   $-   $28,495 
Disposals   -    -    (83)   -    (83)
Depreciation for the period   281    161    2,154    -    2,596 
Balance – December 31, 2021  $13,683   $523   $16,802   $-   $31,008 
Depreciation for the period   74    40    417    -    531 
Balance – March 31, 2022  $13,757   $563   $17,219   $-   $31,539 
                          
Net book value                         
December 31, 2021  $1,794   $1,456   $6,989   $2,236   $12,475 
March 31, 2022  $1,720   $1,416   $6,631   $2,257   $12,024 

 

11. Receivables

 

   March 31,   December 31, 
   2022   2021 
   $’000   $’000 
Receivable from sales  $100   $112 
Recoverable value added tax (“VAT”)   1,032    1,849 
Other receivables   312    551 
Total  $1,444   $2,512 

 

13

 

 

 

Patagonia Gold Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2022 and 2021

(Unaudited - in thousands of U.S. dollars unless otherwise stated)

 

 

12. Other receivables

 

   March 31,   December 31, 
   2022   2021 
   $’000   $’000 
Recoverable value added tax (“VAT”)  $1,340   $1,019 
Other receivables   325    402 
Total  $1,665   $1,421 

 

On October 14, 2011, the Company, its subsidiary PGSA and Fomento Minero de Santa Cruz Sociedad del Estado (“Fomicruz”), the Santa Cruz provincial mining and petroleum company, entered into an agreement in the form of a shareholders’ agreement (“Fomicruz Agreement”) to govern the affairs of PGSA and the relationship between the Company, PGSA and Fomicruz. Pursuant to the Fomicruz Agreement, Fomicruz contributed to PGSA the rights to explore and mine Fomicruz’s mining properties in Santa Cruz Province in exchange for a 10% equity interest in PGSA (subsequently reduced to 4.7% after a corporate reorganization whereby the Company’s former subsidiary Cerro Cazador SA merged with PGSA to become one legal entity). The Fomicruz Agreement establishes the terms and conditions of the strategic partnership for the future development of certain PGSA mining properties in the Province. The Company will fund 100% of all exploration expenditures on the PGSA properties to the pre-feasibility stage, with no dilution to Fomicruz. After feasibility stage is reached, Fomicruz is obliged to pay its 10% share of the funding incurred thereafter on the PGSA properties, plus annual interest at LIBOR +1% to the Company. Such debt and interest payments will be guaranteed by an assignment by Fomicruz of 50% of the future dividends otherwise payable to Fomicruz on its shares.

 

Effective June 2020, Fomicruz and the Company agreed to terminate the Fomicruz Agreement, expressly stating that they have no mutual claims under it. PGSA, Minamalú and Fomicruz have assumed the commitment to enter into a new shareholders agreement within thirty days following the Shareholder’s meeting of PGSA (the “Meeting”) by virtue of which Minamalú becomes a shareholder of PGSA. As of the date of approval of these consolidated financial statements, the Meeting has not been held. During the year ended December 31, 2021, the Company recorded a write-down of $2,323 on the consolidated statements of loss and comprehensive loss for the recoverable costs from Fomicruz.

 

The remaining other receivables balance consists of tax receivables.

 

13. Bank indebtedness

 

   March 31,   December 31, 
   2022   2021 
   $’000   $’000 
A credit facility with a limit of $6,600, maturity date of December 31, 2022 and interest rate of 1.5% plus base rate1  $4,333   $3,915 
           
A credit facility with an Argentinian bank with a limit of $1,802 (200,000 Argentinian Peso), maturity date of May 31, 2022 and interest rate of 48%.   1,798    1,941 
           
A credit facility with an Argentinian bank with a limit of $1,351 (150,000 Argentinian Peso), maturity date of June 10, 2022 and interest rate of 45%   699    850 
           
A credit facility with an Argentinian bank with a limit of $450 (50,000 Argentinian Peso), maturity date of June 2, 2022 and interest rate of 49%   450    - 
   $7,280   $6,706 

 

1 - As at March 31, 2022, the interest rate was 1.72% (December 31, 2021 – 1.65%).

 

The lines of credit have no specific terms of repayment and the Company renews them every year.

 

14

 

 

 

 

Patagonia Gold Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2022 and 2021

(Unaudited - in thousands of U.S. dollars unless otherwise stated)

 

 

14. Accounts payable and accrued liabilities

 

   March 31,   December 31, 
   2022   2021 
   $’000   $’000 
Trade accounts payable and accrued liabilities  $5,373   $4,207 
Income tax   154    50 
Other accruals1   2,571    2,602 
Accounts payable to related parties (note 19)   230    208 
Total  $8,328   $7,067 

 

1 – As at March 31, 2022, other accruals consists of taxes payable of $1,954 (December 31, 2021 - $1,993) and accrued salaries of $617 (December 31, 2021 - $609).

 

15. Loan payable, lease payable and current portion of long-term debt

 

   March 31,   December 31, 
   2022   2021 
   $’000   $’000 
Current portion of long-term debt (note 19)  $461   $508 
Leases payable   5    9 
Total  $466   $517 

 

16. Long-term debt

 

   March 31,   December 31, 
   2022   2021 
   $’000   $’000 
Loan secured by a letter of guarantee from the Company, at 5% interest per annum, due December 31, 2023 (note 19)  $13,961   $13,961 
           
Loan secured by assets of the Company, at 5.75% interest per annum, due June 25, 2022   100    207 
           
Loan secured by assets of the Company at 9% interest per annum, due January 31, 2024   612    556 
           
Accrued interest on debt   1,718    1,546 
   $16,391   $16,270 
Less current portion   (461)   (508)
   $15,930   $15,762 

 

Principal payments on long-term debts are due as followed:

 

Year ending December 31,
2022   385 
2023   15,981 
2024   25 

 

15

 

 

 

Patagonia Gold Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2022 and 2021

(Unaudited - in thousands of U.S. dollars unless otherwise stated)

 

 

17. Net loss per share

 

Basic and diluted net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. There were no dilutive items outstanding for the period as the Company had a net loss and the effect of any stock options or warrants would be anti-dilutive.

 

The net loss per share is as follows:

 

   March 31,   March 31, 
   2022   2021 
Net loss ($’000)  $(3,143)  $(125)
Weighted average number of common shares outstanding – basic and diluted   466,566,441    387,590,011 
Net loss per share – basic and diluted  $(0.007)  $(0.000)

 

18. Capital stock

 

Authorized:

 

Unlimited number of common shares without par value

Unlimited number of preferred shares without par value

 

Issued:

 

   Number of common   Amount 
   shares outstanding   $’000 
Balance at January 1, 2021   363,030,378   $7,320 
Shares issued in private placement   104,086,063    4,270 
Share issuance costs   -    (326)
Share repurchased   (550,000)   (20)
Balance at December 31, 2021 and March 31, 2022   466,566,441   $11,244 

 

Preferred shares are non-redeemable and non-transferrable with discretionary dividends and hence are classified as equity. Preferred shares shall be issued at a price of $0.30 per share and will not have voting rights. As at March 31, 2022 and December 31, 2021, there were no preferred shares issued by the Company.

 

Private placement

 

On March 10, 2021, the Company completed a private placement offering and raised gross proceeds of $7,408 (CAD $9,368) through the issuance of 104,086,063 units of the Company at a price of CAD $0.09 per unit. Each unit consisted of one common share of the Company and one common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share at an exercise price of CAD $0.13 until March 10, 2024. Of the total gross proceeds of $7,408, $4,270 was allocated to common shares and $3,138 was allocated to warrants based on the relative fair value method using the share price at the time of the issuance and the Black-Scholes option pricing model.

 

In connection with the private placement, the Company incurred cash commissions and expenses of $326, of which $188 was allocated to common shares and $138 was allocated to warrants. The Company also issued 2,509,586 Agent compensation options which are exercisable for one unit of the Company at a price of CAD $0.09 per compensation option. Each unit consists of one common share of the Company and one common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share at an exercise price of CAD $0.13 until March 10, 2024. The fair value of the Agent compensation options on grant date was estimated to be $138 using the Black-Scholes option pricing model.

 

A director of the Company participated in the private placement and subscribed for a total of 57,777,777 units for gross proceeds of $4,112.

 

16

 

 

 

Patagonia Gold Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2022 and 2021

(Unaudited - in thousands of U.S. dollars unless otherwise stated)

 

 

Normal Course Issuer Bid

 

On October 26, 2021, the Company announced that it has received approval from the TSXV of its Notice of Intention to Make a NCIB. Under the NCIB, the Company may purchase for cancellation up to 10,000,000 common shares (the “Shares”) (representing approximately 2% of its 467,116,441 issued and outstanding common shares as of October 26, 2021 over a twelve (12) month period commencing on October 26, 2021.

 

During the year ended December 31, 2021, the Company repurchased 550,000 common shares under the NCIB for $20.

 

During the three months ended March 31, 2022, the Company did not repurchase any shares under the NCIB.

 

Stock options

 

Under the Company’s share option plan, and in accordance with TSX Venture Exchange requirements, the number of common shares reserved for issuance under the option plan shall not exceed 10% of the issued and outstanding common shares of the Company, have a maximum term of 5 years and vest at the discretion of the Board of Directors. In connection with the foregoing, the number of common shares reserved for issuance to: (a) any individual director or officer will not exceed 5% of the issued and outstanding common shares; and (b) all consultants will not exceed 2% of the issued and outstanding common shares.

 

All equity-settled share-based payments are ultimately recognized as an expense in the consolidated statements of loss and comprehensive income (loss) with a corresponding credit to “Contributed Surplus”. If vesting periods or other non-market vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognized in the current period. No adjustment is made to any expense recognized in prior periods if share options ultimately exercised are different to that estimated on vesting.

 

   Three months ended March 31, 2022   Year ended December 31, 2021 
   Number of options   Weighted Average Price (CAD)   Number of options   Weighted Average Price (CAD) 
Balance, beginning of period   17,250,000   $0.118    17,250,000   $0.118 
Granted   -    -    -    - 
Balance, end of period   17,250,000   $0.118    17,250,000   $0.118 

 

As at March 31, 2022, the following stock options were outstanding:

 

Exercise price (CAD)   Options vested   Options unvested   Total outstanding   Remaining contractual life (years)   Expiry date 
$0.065    7,650,000    -    7,650,000    2.49    September 25, 2024 
$0.160    3,200,000    6,400,000    9,600,000    3.37    August 13, 2025 
      10,850,000    6,400,000    17,250,000    2.98      

 

During the three months ended March 31, 2022, the Company recognized share-based payments expense of $90 (2021 - $90).

 

Agent compensation options

 

   Three months ended March 31, 2022   Year ended December 31, 2021 
   Number of Agent compensation options   Weighted Average Price (CAD)   Number of Agent compensation options   Weighted Average Price (CAD) 
Balance, beginning of period   2,509,586   $0.09    -   $- 
Issued   -    -    2,509,586    0.09 
Balance, end of period   2,509,586   $0.09    2,509,586   $0.09 

 

17

 

 

 

Patagonia Gold Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2022 and 2021

(Unaudited - in thousands of U.S. dollars unless otherwise stated)

 

 

In connection with the private placement on March 10, 2021, the Company issued 2,509,586 Agent compensation options which are exercisable for one unit of the Company at a price of CAD $0.09 per Agent compensation option. Each unit consists of one common share of the Company and one common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share at an exercise price of CAD $0.13 until March 10, 2024. The fair value of the Agent compensation options on grant date was estimated to be $138. The fair value of the Agent compensation options was calculated using the Black-Scholes option pricing model and using the following assumptions:

 

Discount rate   0.25%
Expected volatility   140.69%
Expected life (years)   3 
Expected dividend yield   0%
Unit price   CAD $ 0.09 

 

As at March 31, 2022, the following Agent compensation options were outstanding:

 

Exercise price (CAD)   Number outstanding   Remaining Contractual Life (Years)   Expiry date
$0.09    2,509,586    1.95   March 10, 2024

 

Warrants

 

   Three months ended March 31, 2022   Year ended December 31, 2021 
   Number of warrants   Weighted Average Price (CAD)   Number of warrants   Weighted Average Price (CAD) 
Balance, beginning of period   104,086,063   $0.13    -   $- 
Issued   -    -    104,086,063    0.13 
Balance, end of period   104,086,063   $0.13    104,086,063   $0.13 

 

In connection with the March 10, 2021 private placement, the Company issued 104,086,063 common share purchase warrants. Each warrant entitles the holder thereof to purchase one common share at an exercise price of CAD $0.13 until March 10, 2024. The fair value of the warrants on grant date was estimated to be $5,441. The fair value of the warrants was calculated using the Black-Scholes option pricing model and using the following assumptions:

 

Discount rate   0.25%
Expected volatility   140.69%
Expected life (years)   3 
Expected dividend yield   0%
Stock price   CAD $ 0.09 

 

As at March 31, 2022, the following warrants were outstanding:

 

Exercise price (CAD)   Number outstanding   Remaining Contractual Life (Years)   Expiry date
$0.13    104,086,063    1.95   March 10, 2024

 

18

 

 

 

Patagonia Gold Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2022 and 2021

(Unaudited - in thousands of U.S. dollars unless otherwise stated)

 

 

19. Related party transactions

 

Key management personnel include the members of the Board of Directors and executive officers of the Company. Related party transactions and balances not disclosed elsewhere in the consolidated financial statements are as follows:

 

 

 

 

Name and Principal Position

      Remuneration, fees or interest expense   Loans or Advances   Remuneration, fees, or interest payments   Loan payments   Included in Accounts Payable  

 

Included in Loan Payable and Long-term debt (note 16)

 
       Three months ended March 31,   As at March 31, 2022 and December 31, 2021 
       $’000   $’000   $’000   $’000   $’000   $’000 
A company controlled by a director
   2022          16           -              -            -    182     - 
- admin, office, and interest expenses   2021    188    -    -    -    166    15,507 
Directors
- salaries and wages
   2022    143    -    137    -    48    - 
    2021    112    -    106    -    42    - 

 

As at March 31, 2022, the Company has $230 (December 31, 2021 - $208) in accounts payable owing to related parties which relate primarily to directors’ fees and office rent.

 

20. Administrative expenses

 

   Three Months Ended March 31, 
   2022   2021 
   $’000   $’000 
General and administrative  $680   $725 
Argentina statutory taxes   209    196 
Professional fees   90    98 
Operating leases   15    16 
Directors’ remuneration   52    55 
Depreciation of property, plant and equipment   531    714 
Depreciation allocated to inventory   (383)   (645)
Depletion of mineral properties   455    153 
Amortization of mining rights   25    25 
Consulting fees   8    14 
Transaction taxes expense   37    10 
Total  $1,719   $1,361 

 

19

 

 

 

Patagonia Gold Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2022 and 2021

(Unaudited - in thousands of U.S. dollars unless otherwise stated)

 

 

21. Financial instruments

 

The Company’s financial instruments consist of cash, receivables, other financial assets, bank indebtedness, accounts payable and accrued liabilities, loan payable, interest payable, and long-term debt.

 

The Company characterizes inputs used in determining fair value using a hierarchy that prioritizes inputs depending on the degree to which they are observable. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are as follows:

 

Level 1: inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Active markets are those in which transactions occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
   
Level 2: inputs, other than quoted prices, that are observable, either directly or indirectly. Level 2 valuations are based on inputs, including quoted forward prices for commodities, market interest rates, and volatility factors, which can be observed or corroborated in the marketplace.
   
Level 3: inputs are less observable, unavoidable or where the observable data does not support the majority of the instruments’ fair value.

 

Fair value

 

As at March 31, 2022, there were no changes in the levels in comparison to December 31, 2021. The fair values of financial instruments are summarized as follows:

 

   March 31, 2022   December 31, 2021 
   Carrying amount   Fair value   Carrying amount   Fair value 
   $’000   $’000   $’000   $’000 
Financial assets                    
                     
Amortized cost                    
Cash   608    608    291    291 
Receivables and other receivable ¹   737    737    1,065    1,065 
                     
Fair value through other comprehensive income                    
Other financial assets (Level 1)   13    13    15    15 
                     
Financial liabilities                    
                     
Amortized cost                    
Bank indebtedness   7,280    7,280    6,706    6,706 
Accounts payable and accrued liabilities   8,328    8,328    7,067    7,067 
Loan payable and current portion of long-term debt   466    466    517    517 
Long-term debt   15,930    15,930    15,762    15,762 

 

¹ Amounts exclude value added tax (“VAT”) recoverable of $1,032 and $2,868 as March 31, 2022 and December 31, 2021.

 

Other financial assets are measured based on Level 1 inputs of the fair value hierarchy on a recurring basis.

 

The carrying value of receivables, other receivable, accounts payable and accrued liabilities and bank indebtedness approximate their fair value because of the short-term nature of these instruments. The Company assessed that there were no indicators of impairment for the financial assets.

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company places its cash with high quality financial institutions and limits the amount of credit exposure with any one institution. Receivables consist of trade receivables and VAT recoverable and are not considered subject to significant risk, because the amounts are due from a government and a customer who is considered credit worthy.

 

20

 

 

 

Patagonia Gold Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2022 and 2021

(Unaudited - in thousands of U.S. dollars unless otherwise stated)

 

 

Market Risk

 

Market risk is the risk that the fair value or cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk reflects interest rate risk and currency risk.

 

Interest Rate Risk

 

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk with regards to its bank indebtedness which is comprised of lines of credits at variable interest rates. To the extent that changes in the prevailing market interest rates differ from the interest rates on the Company’s monetary liabilities, the Company is exposed to interest rate price risk.

 

Currency Risk

 

Currency risk is the risk to the Company’s earnings that arises from fluctuations of foreign exchange rates and the degree of volatility of these rates. The Company does not use derivative instruments to reduce its exposure to foreign currency risk.

 

Credit Risk

 

Credit risk arises from the potential that counterparties will fail to satisfy their obligations as they come due. Credit risk is managed by dealing with parties that the Company believes to be creditworthy and by actively monitoring credit exposure and the financial health of the parties.

 

The Company currently maintains a substantial portion of its day-to-day operating cash balances at financial institutions. As at March 31, 2022, the Company had total cash balances of $608 (December 31, 2021 - $291) at financial institutions, where $Nil (December 31, 2021 - $Nil) is in excess of federally insured limits.

 

Liquidity Risk

 

Liquidity risk refers to the risk that the Company will not be able to meet its financial obligations when they become due. The Company’s management is responsible for reviewing liquidity resources to ensure funds are readily available to meet its financial obligations as they come due, as well as ensuring adequate funds exist to support business strategies and operations growth. As at March 31, 2022, the Company had current assets of $6,019 (December 31, 2021 - $6,562) to settle current liabilities of $16,074 (December 31, 2021 - $14,290).

 

Concentration risk

 

The Company has concentrations of credit risk with respect to its trade receivables, the majority of which are concentrated internationally amongst a small number of customers. As at March 31, 2022 and December 31, 2021, the Company had two (2) customers that make up the entire balance of the trade receivables. The Company controls credit risk through monitoring procedures, and by performing credit evaluations of its customers, but generally does not require collateral to secure accounts receivable.

 

22. Other income

 

As part of the Company´s treasury management, the Company trades certain securities denominated in US dollar and Argentine Peso. The gain on disposition of these securities is recorded as other income on the consolidated statements of loss and comprehensive income (loss). During the three months ended March 31, 2022, the Company recognized a gain of $783 (2021 – $Nil)

 

23. Segment reporting

 

All of the Company’s operations are in the mineral properties exploration industry with its principal business activity in mineral exploration. The Company conducts its activities primarily in Argentina. All of the Company’s long-lived assets are located in Argentina.

 

21

 

 

 

Patagonia Gold Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2022 and 2021

(Unaudited - in thousands of U.S. dollars unless otherwise stated)

 

 

The Company’s net income/(loss) and its geographic allocation of total assets and total liabilities is summarized as follows:

 

For the three months ended March 31, 2022

 

   Argentina                 
   Lomada Project   Cap- Oeste Project   Calcatreu Project   Martha and La Josefina Projects   Argentina Uruguay and Chile   UK   North America   Total 
Revenue  $1,803   $2,382   $-   $-   $-   $-   $-   $4,185 
Cost of sales   (2,322)   (1,646)   -    -    -    -    -    (3,968)
Gross profit (loss)  $(519)  $736   $-   $-   $-   $-   $-   $217 
Operating expense                                        
Exploration expense  $-   $-   $(331)  $(118)  $(1,488)  $-   $-   $(1,937)
Repair and maintenance   -    -    -    (170)   -    -    -    (170)
Administrative expenses   (389)   (66)   (53)   -    (838)   -    (200)   (1,546)
Depreciation expense   -    -    (6)   -    (142)   (25)   -    (173)
Share-based payments   -    -    -    -    -    -    (90)   (90)
Interest expense   -    -    (12)   -    (455)   (111)   (80)   (658)
Total operating expense  $(389)  $(66)  $(402)  $(288)  $(2,923)  $(136)  $(370)  $(4,574)
Other income/(expense)                                        
Interest income  $-   $-   $2   $-   $93   $-   $-   $95 
Gain/(loss) on foreign exchange   -    -    (43)   -    420    238    103    718 
Accretion expense   (24)   (5)   -    (18)   -    -    -    (47)
Other expenses   -    -    783    -    -    -    -    783 
Total other income/(expense)  $(24)  $(5)  $742   $(18)  $513   $238   $103   $1,549 
Income/(loss) – before income tax  $(932)  $665   $340   $(306)  $(2,410)  $102   $(267)  $(2,808)
Income tax/(benefit)   -    -    (261)   17    (91)   -    -    (335)
Net income/(loss)  $(932)  $665   $79   $(289)  $(2,501)  $102   $(267)  $(3,143)

 

22

 

 

 

Patagonia Gold Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2022 and 2021

(Unaudited - in thousands of U.S. dollars unless otherwise stated)

 

 

For the three months ended March 31, 2021

 

   Argentina                 
   Lomada Project   Cap- Oeste Project   Calcatreu Project   Martha and La Josefina Projects   Argentina Uruguay and Chile   UK   North America   Total 
Revenue  $1,159   $4,588   $-   $-   $-   $-   $-   $5,747 
Cost of sales   (1,288)   (2,184)   -    -    -    -    -    (3,472)
Gross profit (loss)  $(129)  $2,404   $-   $-   $-   $-   $-   $2,275 
                                         
Operating expense                                        
Exploration expense  $-   $-   $(429)  $(25)  $(321)  $-   $-   $(775)
Repair and maintenance   -    -    -    (222)   -    -    -    (222)
Administrative expenses   (76)   (77)   (39)   -    (730)   (109)   (236)   (1,267)
Depreciation expense   -    -    (5)   -    (64)   (25)   -    (94)
Share-based payments   -    -    -    -    -    -    (90)   (90)
Interest expense   -    -    -   -    (100)   (125)   (75)   (300)
Total operating expense  $(76)  $(77)  $(473)  $(247)  $(1,215)  $(259)  $(401)  $(2,748)
                                         
Other income/(expense)                                        
Interest income  $-   $-   $-   $-   $55   $-   $-   $55 
Gain/(loss) on foreign exchange   -    -    (3)   -    (399)   (99)   37    (464)
Accretion expense   (2)   (2)   -    (1)   -    -    -    (5)
Other expenses   -    -    -   -    -    -    -    - 
Total other income/(expense)  $(2)  $(2)  $(3)  $(1)  $(344)  $(99)  $37   $(414)
                                         
Income/(loss) – before income tax  $(207)  $2,325   $(476)  $(248)  $(1,559)  $(358)  $(364)  $(887)
Income tax/(benefit)   -    -    -    -    762    -    -    762 
Net income/(loss)  $(207)  $2,325   $(476)  $(248)  $(797)  $(358)  $(364)  $(125)

 

23

 

 

 

Patagonia Gold Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2022 and 2021

(Unaudited - in thousands of U.S. dollars unless otherwise stated)

 

 

   Total Assets   Total liabilities 
   March 31,
2022
   December 31, 2021   March 31,
2022
   December 31, 2021 
   $’000   $’000   $’000   $’000 
Argentina – Cap-Oeste  $12,607   $12,263   $2,053   $2,080 
Argentina – Lomada   6,542    7,038    5,195    4,899 
Argentina – Calcatreu   16,086    15,977    958    1,019 
Argentina – Martha & La Josefina   11,685    12,086    5,144    4,994 
Argentina and Chile   5,628    6,139    8,638    7,439 
United Kingdom   82    138    11,979    11,869 
North America   4,101    4,098    8,223    7,743 
Total  $56,731   $57,739   $42,190   $40,043 

 

24. Capital Management

 

The Company’s capital management objectives are:

 

• to ensure the Company’s ability to continue as a going concern;

• to fund projects from raising capital from equity placements rather than long-term borrowings;

• to increase the value of the assets of the business; and

• to provide an adequate return to shareholders in the future when new or existing exploration assets

are taken into production.

 

These objectives will be achieved by maintaining and adding value to existing extraction projects and identifying new exploration projects, adding value to these projects and ultimately taking them through to production and cash flow, either with partners or by the Company’s means.

 

The Company sets the amount of capital in proportion to its overall financing structure (i.e. equity and financial liabilities). The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.

 

The Company is not subject to any externally imposed capital requirements.

 

The Company’s capital as at March 31, 2022 and December 31, 2021 is as follows:

 

   March 31,   December 31, 
   2022   2021 
   $’000   $’000 
Bank indebtedness  $7,280   $6,706 
Loan payable and current portion of long-term debt   466    517 
Long-term debt   15,930    255 
Long-term debt with related parties   -    15,507 
Shareholders’ equity attributable to the parent   15,996    19,088 
Total  $39,672   $42,073 

 

24

 

 

 

Patagonia Gold Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three Months Ended March 31, 2022 and 2021

(Unaudited - in thousands of U.S. dollars unless otherwise stated)

 

 

25. COVID-19

 

On March 11 2020, the World Health Organization (WHO) stated the “public health emergency of international concern” and declared the state of pandemic worldwide due to the COVID-19’s outbreak in Wuhan, China and its subsequent global spread.

 

Following this statement, on March 19, 2020, the Argentine Government ordered the “Social, Preventive and Compulsory Isolation” (A.S.P.O. for its acronym in Spanish), by Necessity and Urgency Decree No. 297/2020, imposing the borders’ closure and stringent restrictions on domestic circulation of individuals. Such measures comprised several exceptions, including activities that were considered “essential” and, therefore, were excluded from such restrictions. Successive Necessity and Urgency Decrees extended the term of the mentioned measures until November 8, 2020. As of November 9, 2020, by Necessity and Urgency Decree No. 875/2020 and its amendments, it was established the Preventive and Compulsory Social Distancing (Di.S.P.O. for its acronym in Spanish) that is in full force and effect through February 28, 2021 and can be extended for as long as it may be considered necessary in view of the epidemiological situation.

 

Subsequently, on December 30, 2020, the Ministry of Health’s Resolution No. 2883/2020, approving the “Strategic COVID-19 Vaccination Plan” in the Republic of Argentina, was issued. It aimed to reduce morbidity, mortality, and socio-economic impacts of the pandemic, based on the stepped and progressive vaccination of certain population groups.

 

Because of the various measures adopted by the Argentine government, and within the scenario of the economic activity’s generalised recession, the Company has implemented a protocol establishing the working conditions to operate in strict compliance with the public health standards issued by national and provincial authorities, in order to minimize the risk of contagion of co-workers, clients and providers, and to enable the business continuity. It is worth emphasising that, as of the date of approval of these consolidated financial statements, the COVID-19 pandemic continues to be a prevalent situation, the duration of which is uncertain, and the measures taken by the different authorities (national, provincial, and pertaining to town) in response thereto are constantly evolving.

 

Although the continuity of the Company’s operation has not been significantly affected, the extent of COVID-19’s impact on the operational and financial performance will depend on the evolution of events (including the spread rate and duration, as well as the national and international governmental measures taken in such regard) and on the impact this situation may cause on our main clients, employees, and providers; all of which is uncertain and, at present, not possible to foresee. However, the Company’s Management does not anticipate that such impacts will affect the business continuity or the ability to meet financial commitments in the next twelve (12) months.

 

25

 

 

Exhibit 99.3

 

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

 

I, Christopher van Tienhoven, Chief Executive Officer of Patagonia Gold Corp., certify the following:

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Patagonia Gold Corp. (the “issuer”) for the interim period ended March 31, 2022.
   
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 27, 2022

 

Christopher van Tienhoven  
   
Christopher van Tienhoven  
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.

 

 

 

 

 

Exhibit 99.4

 

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

 

I, Cristián López Saubidet, Chief Financial Officer of Patagonia Gold Corp., certify the following:

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Patagonia Gold Corp. (the “issuer”) for the interim period ended March 31, 2022.
   
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 27, 2022

 

Cristian López Saubidet  
   
Cristián López Saubidet  
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.

 

 

 

 

 

Exhibit 99.5

 

 

PATAGONIA GOLD QUARTER 1 2022 FINANCIAL RESULTS

 

May 27, 2022 Vancouver, BC. Patagonia Gold Corp. (“Patagonia” or the “Company”) (TSXV: PGDC) announces its financial results for the quarter ended March 31, 2022 (“Q1 2022”). The financial statements together with the related management’s discussion and analysis (“MD&A”) are available on the Company’s website and under the Company’s profile on SEDAR at www.sedar.com.

 

Highlights

 

  Generated revenue of US$4.19 million and gross profit of US$217,000 in Q1 2022.
  Produced 1,805 gold equivalent ounces and sold 2,219 gold equivalent ounces (1).
  Incurred exploration expenditures totaling US$1,937,000.

 

(1) Consisting of 1,410 gold and 31,008 silver ounces of production and 1,707 gold and 40,071 silver ounces sold, converted to a gold equivalent using a ratio of the average spot market price for the commodities each period. The ratio for three months ended March 31, 2022 was 78.15:1 (2021 – 70.41:1).

 

Exploration Highlights (during Q1 2022)

 

Calcatreu Property

 

  336.7 line kilometers (or “km”) of ground magnetics surveying.
  17.7 line km Pole-Dipole, Induced Polarization/Resistivity (“Pole-Dipole IP/Res”) surveying.
  11 trenches completed totaling 292.5 meters.
  226 trench samples taken from Lonco, Nelson, Piche and Viuda de Castro targets; assays are pending.
  Baseline environmental study continues with a draft provided to the Company.

 

Cap-Oeste Property (Monte Leon Area)

 

  78 RAB holes totaling 1,867 meters drilled.
  1,862 RAB (“rotary air blast”) samples taken.
  Assays are pending.

 

Tornado and Huracán Properties

 

  Completed 3,012 meters of diamond drilling in 9 core holes (see results issued in a May 18, 2022 press release at www.patagoniagold.com).
  Results being interpreted for follow-up work.

 

La Josefine Property

 

  1,158 line km of ground magnetics surveying undertaken over the main targets including Amanda Cecilia, Ailin, Sinter and Mogote.

 

 

 
2

 

Abril Property

 

  17 line km of new ground magnetics surveying bringing total survey coverage to more than 403 line km.
  Channel sampling completed over more than 5 km of known epithermal structures, veins and breccias.
  Assays are pending. Drilling program being designed.

 

Christopher van Tienhoven, Chief Executive Officer states; “Our commitment to our core projects and properties in Argentina was demonstrated by our increased exploration activities during the first quarter of 2022. Responsible exploration and development activities will continue throughout 2022, and continued engagement with regional, provincial and federal mining authorities and communities remains a key priority.”

 

Qualified Person’s Statement

 

Donald J. Birak, an independent geologist and Registered Member of SME and Fellow of AusIMM, is the qualified person as defined by National Instrument 43-101, has reviewed and approved the scientific and technical content of this news release.

 

About Patagonia Gold

 

Patagonia Gold Corp. is a South America focused, publicly traded mining company listed on the TSX Venture Exchange. The Company seeks to grow shareholder value through exploration and development of gold and silver projects in the Patagonia region of Argentina. The Company is primarily focused on the Calcatreu project in Rio Negro and the development of the Cap-Oeste underground project. Patagonia, indirectly through its subsidiaries or under option agreements, has mineral rights to over 430 properties in several provinces of Argentina and Chile and is one of the largest landholders in the province of Santa Cruz, Argentina.

 

For more information, please contact:

 

Dean Stuart

T: 403 617 7609

E: [email protected]

 

FORWARD-LOOKING STATEMENTS

 

This news release contains certain forward-looking statements, including, but not limited to, statements with respect to, among other things, the anticipated increase in interest in the Argentina mining sector, advancement and development of gold and silver projects in the Patagonia region of Argentina and the anticipated growth in shareholder value. Wherever possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict” or “potential” or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management’s current beliefs and are based on information currently available to management as at the date hereof.

 

Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully, and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this news release are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this news release, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

 

 

 

 



Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings