EX-99.1 2 tm2319578d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

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CONDENSED INTERIM FINANCIAL STATEMENTS

 

FOR THE THREE AND SIX MONTHS ENDED 

JUNE 30, 2023 AND 2022

 

(Unaudited - Expressed in Canadian Dollars)

 

 

 

 

New Found Gold Corp. 

Condensed Interim Statements of Financial Position 

(Unaudited - Expressed in Canadian Dollars)

 

   Note  June 30,
2023
$
   December 31,
2022
$
 
ASSETS             
Current assets             
Cash      41,473,704    82,165,273 
Investments, at fair value  5   5,060,531    7,501,155 
Prepaid expenses and deposits  6   1,521,012    1,445,711 
Sales taxes recoverable      3,649,182    3,144,288 
Other assets      -    76,303 
Total current assets      51,704,429    94,332,730 
              
Non-current assets             
Exploration and evaluation assets  3   8,675,043    8,936,609 
Investment in Kirkland Lake Discoveries Corp.  7   4,474,414    - 
Property and equipment  4   7,494,684    7,267,014 
Right-of-use assets  9   128,716    151,159 
Total non-current assets      20,772,857    16,354,782 
              
Total Assets      72,477,286    110,687,512 
              
LIABILITIES             
Current liabilities             
Accounts payable and accrued liabilities  10,12   6,620,190    7,000,035 
Flow-through share premium  8   7,675,391    20,063,350 
Lease liabilities  9   60,040    81,388 
Total current liabilities      14,355,621    27,144,773 
              
Lease liabilities  9   68,629    68,839 
Total non-current liabilities      68,629    68,839 
              
Total liabilities      14,424,250    27,213,612 
              
EQUITY             
Share capital  11   239,316,771    229,632,005 
Reserves  11   34,330,530    33,447,210 
Deficit      (215,594,265)   (179,605,315)
Total equity      58,053,036    83,473,900 
              
Total Liabilities and Equity      72,477,286    110,687,512 

 

NATURE OF OPERATIONS AND GOING CONCERN (Note 1)

COMMITMENTS (Notes 3 and 8)

CONTINGENCY (Note 16)

SUBSEQUENT EVENTS (Note 19)

 

These condensed interim financial statements are authorized for issue by the Board of Directors on August 14, 2023. They are signed on the Company’s behalf by:

 

“Collin Kettell”  , Director
Douglas Hurst  , Director

 

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

 

 - 1 - 

 

 

New Found Gold Corp. 

Condensed Interim Statements of Loss and Comprehensive Loss 

(Unaudited - Expressed in Canadian Dollars, except share amounts)

 

   Three months ended June 30,   Six months ended June 30, 
   Note  2023
$
   2022
$
   2023
$
   2022
$
 
Expenses                   
Corporate development and investor relations  12   318,048    380,482    674,968    621,270 
Depreciation  4,9   238,475    221,240    489,075    451,101 
Exploration and evaluation expenditures  3,12   24,961,141    17,280,476    46,607,926    30,544,251 
Office and sundry      200,789    350,065    388,905    697,323 
Professional fees      241,864    302,237    866,342    519,951 
Salaries and consulting  12   535,650    818,488    1,159,764    1,394,232 
Share-based compensation  12   388,488    245,246    918,735    548,688 
Transfer agent and regulatory fees      197,934    95,980    355,520    331,880 
Travel      28,785    195,738    108,152    239,142 
Loss from operating activities      (27,111,174)   (19,889,952)   (51,569,387)   (35,347,838)
Settlement of flow-through share premium  8   6,933,367    4,290,077    12,387,959    7,555,865 
Gain on sale of exploration and evaluation assets  3ii   4,217,935    -    4,217,935    - 
Loss from equity investment  7   (183,068)   -    (183,068)   - 
Loss on disposal of property and equipment      (5,928)   -    (5,928)   - 
Foreign exchange loss      (9,075)   (11,700)   (14,854)   (15,936)
Impairment of exploration and evaluation assets  3   (8,000)   -    (8,000)   - 
Interest expense      (5,952)   (2,727)   (12,624)   (5,718)
Interest income      764,467    163,877    1,639,641    208,982 
Net realized losses on disposal of investments  5   -    (3,637,226)   -    (3,637,226)
Net change in unrealized losses on investments  5   (529,179)   (5,206,843)   (2,440,624)   (15,461,442)
Loss and comprehensive loss for the period      (15,936,607)   (24,294,494)   (35,988,950)   (46,703,313)
Loss per share – basic and diluted ($)  13   (0.09)   (0.15)   (0.20)   (0.28)
Weighted average number of shares outstanding -                       
Basic and diluted      176,008,149    165,099,111    175,694,579    164,658,698 

 

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

 

 - 2 - 

 

 

New Found Gold Corp. 

Condensed Interim Statements of Cash Flows 

(Unaudited - Expressed in Canadian Dollars)

 

   Six months ended June 30, 
   2023
$
   2022
$
 
Cash flows from operating activities          
Loss for the period   (35,988,950)   (46,703,313)
Adjustments for:          
Depreciation   489,075    451,101 
Gain on sale of exploration and evaluation assets   (4,123,183)   - 
Loss from equity investment   183,068    - 
Impairment of exploration and evaluation assets   8,000    - 
Loss on disposal of property and equipment   5,928    - 
Interest expense   12,624    5,718 
Settlement of flow-through share premium   (12,387,959)   (7,555,865)
Share-based compensation   918,735    548,688 
Net realized losses on disposal of investments   -    3,637,226 
Net change in unrealized losses on investments   2,440,624    15,461,442 
    (48,442,038)   (34,155,003)
Change in non-cash working capital items:          
(Increase) decrease in prepaid expenses and deposits   (80,884)   639,028 
(Increase) in amounts receivable   -    (26,000)
(Increase) in sales taxes recoverable   (504,894)   (825,427)
(Increase) in other assets   (101,687)   (26,371)
(Decrease) increase in accounts payable and accrued liabilities   (89,076)   1,841,292 
Net cash used in operating activities   (49,218,579)   (32,552,481)
           
Cash flows from investing activities          
Expenditures on claim staking and license renewals   (2,400)   (2,919)
Purchases of exploration and evaluation assets   (8,034)   - 
Transaction costs on sale of exploration and evaluation assets   (94,752)   - 
Proceeds on disposal of investments   -    4,379,355 
Purchases of property and equipment   (946,466)   (3,355,575)
Proceeds on disposal of property and equipment   9,084    - 
Net cash (used in) generated from investing activities   (1,042,568)   1,020,861 
           
Cash flows from financing activities          
Issuance of common shares in prospectus offering   9,830,471    - 
Share issue costs   (231,040)   - 
Stock options exercised   49,920    3,309,438 
Warrants exercised   -    55,140 
Lease payments   (79,773)   (56,908)
Net cash generated from financing activities   9,569,578    3,307,670 
           
Net decrease in cash   (40,691,569)   (28,223,950)
Cash at beginning of period   82,165,273    100,484,576 
Cash at end of period   41,473,704    72,260,626 

 

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (Note 14)

 

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

 

 - 3 - 

 

 

New Found Gold Corp. 

Condensed Interim Statements of Changes in Equity 

(Unaudited - Expressed in Canadian Dollars except share amounts)

 

   Share capital   Reserves         
   Number
of shares
   Amount
$
   Equity settled
share-based
payments
$
   Warrants
$
   Deficit
$
   Total equity
$
 
Balance at December 31, 2021   164,205,700    181,795,493    30,455,739    19,025    (89,615,656)   122,654,601 
Share-based compensation   -    -    548,688    -    -    548,688 
Stock options exercised   2,275,625    5,716,806    (2,407,368)   -    -    3,309,438 
Warrants exercised   39,960    70,247    -    (15,107)   -    55,140 
Total comprehensive loss for the period   -    -    -    -    (46,703,313)   (46,703,313)
Balance at June 30, 2022   166,521,285    187,582,546    28,597,059    3,918    (136,318,969)   79,864,554 
Issued pursuant to acquisition of exploration and evaluation assets   39,762    194,834    -    -    -    194,834 
Issued in prospectus offering    6,750,229    52,549,677    -    -    -    52,549,677 
Share issue costs   -    (3,629,986)   -    -    -    (3,629,986)
Flow-through share premium   -    (14,500,000)   -    -    -    (14,500,000)
Share-based compensation   -    -    7,940,699    -    -    7,940,699 
Stock options exercised   2,066,250    7,434,934    (3,094,466)   -    -    4,340,468 
Total comprehensive loss for the period   -    -    -    -    (43,286,346)   (43,286,346)
Balance at December 31, 2022   175,377,526    229,632,005    33,443,292    3,918    (179,605,315)   83,473,900 
Issued in prospectus offering    1,490,989    9,830,471    -    -    -    9,830,471 
Share issue costs   -    (231,040)   -    -    -    (231,040)
Share-based compensation   -    -    918,735    -    -    918,735 
Stock options exercised   21,500    85,335    (35,415)   -    -    49,920 
Total comprehensive loss for the period   -    -    -    -    (35,988,950)   (35,988,950)
Balance at June 30, 2023   176,890,015    239,316,771    34,326,612    3,918    (215,594,265)   58,053,036 

 

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

 

 - 4 - 

 

 

New Found Gold Corp.

Notes to the Condensed Interim Financial Statements

For the three and six months ended June 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars Unless Otherwise Noted)

 

1.NATURE OF OPERATIONS AND GOING CONCERN

 

New Found Gold Corp. (the “Company”) was incorporated on January 6, 2016, under the Business Corporations Act in the Province of Ontario. On June 23, 2020, the Company continued as a British Columbia corporation under the Business Corporations Act in the Province of British Columbia. The Company’s registered office is located at Suite 2600 – 595 Burrard Street, Vancouver, British Columbia V7X 1L3.

 

The Company is a mineral exploration company engaged in the acquisition, exploration and evaluation of resource properties with a focus on gold properties located in Newfoundland and Labrador, Canada. The Company’s exploration and evaluation assets presently have no proven or probable reserves, and on the basis of information to date, it has not yet determined whether these properties contain economically recoverable resources. The recoverability of amounts shown for exploration and evaluation assets are dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves and upon future profitable production.

 

These financial statements have been prepared assuming the Company will continue on a going-concern basis and do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations. The ability of the Company to continue as a going concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. As at June 30, 2023, the Company had an accumulated deficit of $215,594,265 and shareholders’ equity of $58,053,036. In addition, the Company has working capital of $37,348,808, consisting primarily of cash, and negative cash flow from operating activities of $49,218,579 for the six months ended June 30, 2023. Management is actively targeting sources of additional financing through alliances with financial, exploration and mining entities, or other business and financial transactions which would assure continuation of the Company’s operations and exploration programs. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing. These items give rise to material uncertainties which may cast a significant doubt on the Company’s ability to continue as a going concern.

 

In late February 2022, Russia launched a large-scale military attack on Ukraine. The invasion significantly amplified already existing geopolitical tensions among Russia, Ukraine, Europe, NATO and the West, including Canada. Consequently, the Company has limited access to capital and financing which is the primary source of cash for the Company. While the Company continues to assess the impact that this event will have on its business activities, the extent of the effect of this event on the Company’s future activities is uncertain.

 

These condensed interim financial statements were approved by the Board of Directors of the Company on August 14, 2023.

 

2.SIGNIFICANT ACCOUNTING POLICIES

 

The principal accounting policies applied in the preparation of these financial statements are set out below.

 

a)Statement of compliance

 

The Company’s condensed interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as applicable to interim financial reports including International Accounting Standards 34 “Interim Financial Reporting” issued by the International Accounting Standards Board (“IASB”).

 

These condensed interim financial statements do not include all the information and note disclosures required by IFRS for annual financial statements and should be read in conjunction with the annual financial statements for the year ended December 31, 2022, which have been prepared in accordance with IFRS, as issued by the IASB.

 

 - 5 -# 

 

 

New Found Gold Corp.

Notes to the Condensed Interim Financial Statements

For the three and six months ended June 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars Unless Otherwise Noted)

 

2.SIGNIFICANT ACCOUNTING POLICIES (continued)

 

a)Statement of compliance (continued)

 

The policies applied in these condensed interim financial statements are the same as those applied in the most recent annual financial statements and were consistently applied to all the periods presented, except the following:

 

Investment in an associate

 

Following the transaction with Kirkland Lake Discoveries Corp. (Note 7), these condensed interim financial statements also include an investment in an associate.

 

An associate is an entity over which the investor has significant influence but not control and that is neither a subsidiary nor an interest in a joint venture. The Company’s share of the net assets and net earnings or loss is accounted for in the financial statements using the equity method of accounting.

 

Under the equity method, the Company’s investment in an associate is initially recognized at cost and subsequently increased or decreased to recognize the Company’s share of net earnings and losses of the associate, after any adjustments necessary to give effect to uniform accounting policies, any other movement in the associate’s reserves, and for impairment losses after the initial recognition date. The Company’s share of an associate’s losses that are in excess of its investment are recognized only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate. The Company’s share of earnings and losses of associates are recognized in net earnings/(loss) during the period. Dividends and repayment of capital received from an associate are accounted for as a reduction in the carrying amount of the Company’s investment. Unrealized gains and losses between the Company and its associates are recognized only to the extent of unrelated investors’ interests in the joint ventures and associates. Intercompany balances and interest expense and income arising on loans and borrowings between the Company and associates are not eliminated.

 

b)Basis of presentation

 

These condensed interim financial statements are expressed in Canadian dollars and have been prepared on a historical cost basis except for financial instruments classified as subsequently measured at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

 

Certain comparative figures have been reclassified to conform to the current period presentation.

 

c)Significant Accounting Estimates and Judgments

 

The preparation of these condensed interim financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates.

 

These condensed interim financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates may be pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

 

Significant assumptions about the future and other sources of estimation uncertainty that management has made at year end that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to the following:

 

(i)Critical accounting estimates

 

Valuation of Options Granted and Warrants Issued

 

The fair value of common share purchase options granted and warrants issued is determined at the issue date using the Black-Scholes option pricing model. The Black-Scholes model involves six key inputs to determine the fair value of an option, which are: risk-free interest rate, exercise price, market price at the grant date, expected dividend yield, expected life, and expected volatility. Certain of the inputs are estimates that involve considerable judgment and are, or could be, affected by significant factors that are out of the Company’s control. The Company is also required to estimate the future forfeiture rate of options based on historical information in its calculation of share-based payments expense. These estimates impact the values of stock-based compensation expense, share capital, and reserves.

 

 - 6 -# 

 

 

New Found Gold Corp.

Notes to the Condensed Interim Financial Statements

For the three and six months ended June 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars Unless Otherwise Noted)

 

2.SIGNIFICANT ACCOUNTING POLICIES (continued)

 

c)Significant Accounting Estimates and Judgments (continued)

 

(i)Critical accounting estimates (continued)

 

Fair Value of Financial Derivatives

 

Investments in warrants that are not traded on a recognized securities exchange do not have a readily available market value. When there are sufficient and reliable market inputs, a Black-Scholes option pricing model is used. The Black-Scholes model involves six key inputs to determine the fair value of a warrant, which include: risk free interest rate, exercise price, market price at the grant date, expected dividend yield, expected life, and expected volatility. Certain of the inputs are estimates that involve considerable judgment and are or could be affected by significant factors that are out of the Company’s control.

 

Fair Value of Investments in Private Companies

 

The determination of fair value requires judgment and is based on market information, where available and appropriate. All privately-held investments are initially recorded at the transaction price, being the fair value at the time of acquisition. Thereafter, at each reporting period, the fair value of an investment may be adjusted using one or more of the valuation indicators described below. These are included in Level 3 in Note 17.

 

Company-specific information is considered when determining whether the fair value of a privately-held investment should be adjusted upward or downward at the end of each reporting period. In addition to company-specific information, the Company will take into account trends in general market conditions and the share performance of comparable publicly-traded companies when valuing privately-held investments.

 

The absence of the occurrence of any of these events, any significant change in trends in general market conditions, or any significant change in share performance of comparable publicly-traded companies indicates generally that the fair value of the investment has not materially changed.

 

Computation of Income Taxes

 

The determination of tax expense for the period and deferred tax assets and liabilities involves significant estimation and judgment by management. In determining these amounts, management interprets tax legislation in a variety of jurisdictions and make estimates of the expected timing of the reversal of deferred tax assets and liabilities. Management also makes estimates of future earnings which affect the extent to which potential future tax benefits may be used.

 

The Company is subject to assessments by taxation authorities, which may interpret legislation differently. These differences may affect the final amount or the timing of the payment of taxes. We provide for such differences where known based on our best estimate of the probable outcome of these matters.

 

Shares Issued to Acquire Exploration and Evaluation Assets

 

From time to time, the Company issues common shares in the course of acquiring exploration and evaluation assets. When shares are issued without cash consideration, the transaction is recognized at the fair value of the assets received. In the event that the fair value of the assets cannot be reliably determined, the Company will recognize the transaction at the fair value of the shares issued. These estimates impact the value of share capital and exploration and evaluation assets.

 

 - 7 -# 

 

 

New Found Gold Corp.

Notes to the Condensed Interim Financial Statements

For the three and six months ended June 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars Unless Otherwise Noted)

 

2.SIGNIFICANT ACCOUNTING POLICIES (continued)

 

c)Significant Accounting Estimates and Judgments (continued)

 

(i)Critical accounting estimates (continued)

 

Valuation of flow-through premium

 

The determination of the valuation of flow-through premium is subject to significant judgment and estimates. The flow-through premium is valued as the estimated premium that investors pay for the flow-through feature, being the portion in excess of the market value of shares without the flow-through feature.

 

Reclamation provision

 

The valuation of any reclamation provision is subject to significant judgement and estimates. Assumptions, based on the current economic environment, are made to estimate the future liability recognized in Note 10. These estimates take into account any material changes to the assumptions that occur when reviewed regularly by management and are based on current regulatory requirements. Significant changes in estimates of discount rate, contamination, restoration standards and techniques will result in changes to the provision from period to period. Actual reclamation and closure costs will ultimately depend on future market prices for the costs which will reflect the market condition at the time the expenditures are actually incurred. The final cost of the reclamation provision currently recognized may be higher or lower than currently provided for.

 

(ii)Critical accounting judgments

 

Impairment of Exploration and Evaluation Assets

 

Management is required to assess impairment in respect to the Company’s mineral property interests. The triggering events are defined in IFRS 6. In making the assessment, management is required to make judgments on the status of each project and the future plans towards finding commercial reserves. The carrying value of each exploration and evaluation asset is reviewed regularly for conditions that may suggest impairment. This review requires significant judgment. Factors considered in the assessment of asset impairment include, but are not limited to, whether there has been a significant adverse change in the legal, regulatory, accessibility, title, environmental or political factors that could affect the property’s value; whether there has been an accumulation of costs significantly in excess of the amounts originally expected for the property’s acquisition, development or cost of holding; and whether exploration activities produced results that are not promising such that no more work is being planned in the foreseeable future. If impairment is determined to exist, a formal estimate of the recoverable amount is performed and an impairment loss is recognized to the extent that the carrying amount exceeds the recoverable amount.

 

Management has determined that there were indicators of impairment as at June 30, 2023 and has impaired $8,000 (December 31, 2022 - $Nil) in exploration and evaluation assets. Refer to Note 3 for further information.

 

 - 8 -# 

 

 

New Found Gold Corp.

Notes to the Condensed Interim Financial Statements

For the three and six months ended June 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars Unless Otherwise Noted)

 

2.SIGNIFICANT ACCOUNTING POLICIES (continued)

 

c)Significant Accounting Estimates and Judgments (continued)

 

(ii)Critical accounting judgments (continued)

 

Determination of whether the Company has significant influence over investees

 

Significant influence is presumed to exist where the Company has between 20% and 50% of the voting rights, but can also arise where the Company has less than 20%, if the Company has the power to participate in the financial and operating policy decisions affecting the entity. Determination of whether the Company has significant influence over investees requires an assessment of the activities of the investee that significantly affect the investee's returns, including strategic, operational and financing decision-making, appointment, remuneration and termination of the key management personnel and when decisions related to those activities can be influenced by the Company.

 

Based on assessments of the relevant facts and circumstances, primarily, the Company's ownership interests, board representation and ability to influence operating, strategic and financing decisions, the Company concluded that it has significant influence over Kirkland Lake Discoveries Corp. described in Note 7.

 

Impairment assessment for investment in associates

 

At each balance sheet date, management considers whether there is objective evidence of impairment in associates, including one or more loss events that would evidence a significant or prolonged decline in the fair value of the investment in associates below the carrying value. The net investment in an associate is impaired and impairment losses are incurred if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the net investment and that loss event or events have a negative impact on the estimated future cash flows from the net investment that can be reliably estimated. If there is such evidence, management determines the amount of impairment to record, if any, in relation to the associate.

 

The Company had significant influence over Kirkland Lake Discoveries Corp. during the period from May 25, 2023 to June 30, 2023 and as a result has accounted for it as an investment in an associate during this period. Management has determined there were no indicators of impairment as at June 30, 2023.

 

Presentation of financial statements as a going concern

 

Presentation of the condensed interim financial statements as a going concern which assumes that the Company will continue in operation for the foreseeable future, obtain additional financing as required, and will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due involves significant judgment by management.

 

 - 9 -# 

 

 

New Found Gold Corp.

Notes to the Condensed Interim Financial Statements

For the three and six months ended June 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars Unless Otherwise Noted)

 

2.SIGNIFICANT ACCOUNTING POLICIES (continued)

 

d)Initial application of standards, interpretations and amendments to standards and interpretations in the reporting period

 

The IASB issued certain new accounting standards or amendments that are mandatory for accounting periods on or after January 1, 2023, including IFRS Practice Statement 2 and IAS 8 Accounting Policies, Changes in Accounting Estimates. The effect of such new accounting standards or amendments did not have a material impact on the Company and therefore the Company did not record any adjustments to the financial statements.

 

e)New and amended IFRS standards not yet effective

 

Certain new accounting standards or interpretations have been published that are not mandatory for the current period and have not been early adopted. These standards and interpretations are not expected to have a material impact on the Company’s financial statements.

 

 - 10 -# 

 

 

New Found Gold Corp.

Notes to the Condensed Interim Financial Statements

For the three and six months ended June 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars Unless Otherwise Noted)

 

3.EXPLORATION AND EVALUATION ASSETS

 

The schedules below summarize the carrying costs of acquisition costs and exploration expenditures incurred to date for each exploration and evaluation asset that the Company is continuing to explore as at June 30, 2023 and December 31, 2022:

 

   Newfoundland     
Six months ended June 30, 2023 

Queensway(i)
$

   Other
$
  

Ontario(ii)

$

   Total
$
 
Exploration and evaluation assets                    
Balance as at December 31, 2022   8,616,693    47,916    272,000    8,936,609 
Additions                    
Acquisition costs   8,034    -    -    8,034 
Claim staking and license renewal costs   2,400    -    -    2,400 
Disposals                    
Disposal of exploration and evaluation assets   -    -    (264,000)   (264,000)
Impairment of exploration and evaluation assets   -    -    (8,000)   (8,000)
Balance as at June 30, 2023   8,627,127    47,916    -    8,675,043 
                     
Exploration and evaluation expenditures                    
Cumulative exploration expense - December 31, 2022   121,302,318    539,998    3,428,034    125,270,350 
Assays   6,974,586    3,316    -    6,977,902 
Drilling   22,168,938    -    -    22,168,938 
Environmental studies   486,221    -    -    486,221 
Geochemistry   422,147    -    -    422,147 
Geophysics   382,837    -    -    382,837 
Imagery and mapping   136,868    -    -    136,868 
Metallurgy   97,261    -    -    97,261 
Office and general   478,422    -    144    478,566 
Permitting   131,738    -    -    131,738 
Property taxes, mining leases and rent   112,110    -    4,165    116,275 
Reclamation   569,577    -    -    569,577 
Salaries and consulting   6,256,033    10,103    13,850    6,279,986 
Seismic survey   4,862,366    -    -    4,862,366 
Supplies and equipment   2,784,929    -    480    2,785,409 
Technical reports   55,025    -    -    55,025 
Travel and accommodations   701,796    309    155    702,260 
Exploration cost recovery   (45,450)   -    -    (45,450)
    46,575,404    13,728    18,794    46,607,926 
Cumulative exploration expense – June 30, 2023   167,877,722    553,726    3,446,828    171,878,276 

 

 - 11 -# 

 

 

New Found Gold Corp.

Notes to the Condensed Interim Financial Statements

For the three and six months ended June 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars Unless Otherwise Noted)

 

3.EXPLORATION AND EVALUATION ASSETS (continued)

 

   Newfoundland         
Six months ended June 30, 2022 

Queensway(i)

$

   Other
$
  

Ontario(ii)

$

   Total
$
 
Exploration and evaluation assets                    
Balance as at December 31, 2021   8,236,181    17,700    271,600    8,525,481 
Additions                    
Claim staking and license renewal cost   2,399    120    400    2,919 
Balance at June 30, 2022   8,238,580    17,820    272,000    8,528,400 
                     
Exploration and evaluation expenditures                    
Cumulative exploration expense – December 31, 2021   51,439,957    59,646    2,350,201    53,849,804 
Assays   5,237,699    351    231,924    5,469,974 
Drilling   14,916,724    -    449,063    15,365,787 
Environmental studies   158,104    -    -    158,104 
Geochemistry   32,541    -    -    32,541 
Geophysics   912,967    -    176,419    1,089,386 
Imagery and mapping   49,049    -    -    49,049 
Office and general   231,998    50    3,780    235,828 
Property taxes, mining leases and rent   47,657    -    1,627    49,284 
Petrography   9,372    -    -    9,372 
Reclamation   167,560    -    -    167,560 
Salaries and consulting   4,383,111    -    116,429    4,499,540 
Supplies and equipment   2,581,736    33,980    27,051    2,642,767 
Technical reports   329,250    -    -    329,250 
Travel and accommodations   498,680    -    7,129    505,809 
Exploration cost recovery   (60,000)   -    -    (60,000)
    29,496,448    34,381    1,013,422    30,544,251 

Cumulative exploration expense – June 30, 2022

   80,936,405    94,027    3,363,623    84,394,055 

  

(i)Queensway Project – Gander, Newfoundland

 

As at June 30, 2023, the Company owned a 100% interest in 95 (December 31, 2022 – 94) mineral licenses including 6,653 claims (December 31, 2022 – 6,649 claims) comprising 166,325 hectares of land (December 31, 2022 –166,225 hectares of land) located near Gander, Newfoundland. The project rights were acquired by map staking mineral licenses and making staged payments in cash and common shares of the Company from 2016 through 2022 under ten separate option agreements, of which nine are completed. The Queensway Project carries various net smelter return (“NSR”) royalties ranging from 0.4% to 2.5% and include buy-back provisions that allows the Company, at its option, to reduce the NSR royalties by making lump-sum payments ranging from $250,000 to $1,000,000 to the holders of the royalties. The total cost of the NSR’s if the Company were to exercise all of its buy-back rights is $5,250,000 resulting in NSR’s ranging from 0.4% to 1.5% for the mineral licenses subject to an NSR royalty.

 

 - 12 -# 

 

 

New Found Gold Corp.

Notes to the Condensed Interim Financial Statements

For the three and six months ended June 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars Unless Otherwise Noted)

 

3.EXPLORATION AND EVALUATION ASSETS (continued)

 

(i)Queensway Project – Gander, Newfoundland (continued)

 

On November 2, 2022, the Company entered into a definitive property option agreement to acquire a 100% interest in five additional mineral licenses located in Gander, Newfoundland. Under the terms of this agreement, the Company may exercise the option by issuing an aggregate of 487,078 common shares in the capital of the Company and making aggregate cash payments of $2,350,000 to the optionors as follows:

 

·$200,000 (paid) and 39,762 common shares (issued) on the later of (i) staking confirmation date as defined in the Option Agreement and (ii) the receipt of the TSX-Venture Exchange’s approval;
·$200,000 and 39,762 common shares on or before November 2, 2023;
·$250,000 and 69,583 common shares on or before November 2, 2024;
·$300,000 and 89,463 common shares on or before November 2, 2025;
·$600,000 and 129,224 common shares on or before November 2, 2026; and
·$800,000 and 119,284 common shares on or before November 2, 2027.

 

(ii) Ontario Projects

 

Disposal of Lucky Strike

 

During the six months ended June 30, 2023, the Company recognized a gain on disposal of its Lucky Strike project in Kirkland Lake, Ontario of $4,217,935. The Company received total non-cash consideration having a fair value of $4,657,482 consisting of 28,612,500 common shares of Kirkland Lake Discoveries Corp. and a 1.0% net smelter return royalty on future production from the mineral claims. The Company recognized $175,547 of professional fees in connection with the transaction and derecognized the Lucky Strike project at its carrying value of $264,000. Refer to Note 7 for further information.

 

As at December 31, 2022, the Company owned a 100% interest in the Lucky Strike project in Kirkland Lake, Ontario comprising 11,684 hectares, as well as a portfolio of mining and royalty interests throughout northeastern Ontario. The project rights were acquired by map staking mineral licenses and making staged payments in cash and common shares of the Company from 2016 through 2019 under a fully executed option agreement. The optioned lands carried an NSR ranging from 1% to 2%.

 

Impairment of Ontario Properties

 

During the six months ended June 30, 2023, the Company recorded an impairment of $8,000 (six months ended June 30, 2022 - $Nil) in acquisition costs related to projects no longer being explored.

 

 - 13 -# 

 

 

New Found Gold Corp.

Notes to the Condensed Interim Financial Statements

For the three and six months ended June 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars Unless Otherwise Noted)

 

4.PROPERTY AND EQUIPMENT

 

   Property
and
Buildings
   Computer
Equipment
   Geological
Equipment
and Other
Facilities
   Vehicles   Office
Furniture
and
Equipment
   Total 
   $   $   $   $   $   $ 
Cost                        
Balance at January 1, 2022   2,127,485    32,392    823,122    531,240    -    3,514,239 
Additions   4,065,427    61,106    724,332    248,648    30,148    5,129,661 
Balance at December 31, 2022   6,192,912    93,498    1,547,454    779,888    30,148    8,643,900 
Additions   85,801    28,280    351,207    190,230    8,205    663,723 
Disposals   -    (3,401)   -    (34,795)   -    (38,196)
Balance at June 30, 2023   6,278,713    118,377    1,898,661    935,323    38,353    9,269,427 
                               
Accumulated Depreciation                              
Balance at January 1, 2022   53,654    17,107    333,474    195,545    -    599,780 
Depreciation   87,872    26,682    454,124    208,016    412    777,106 
Balance at December 31, 2022   141,526    43,789    787,598    403,561    412    1,376,886 
Depreciation   133,611    19,983    142,884    121,020    3,543    421,041 
Disposals   -    (567)   -    (22,617)   -    (23,184)
Balance at June 30, 2023   275,137    63,205    930,482    501,964    3,955    1,774,743 
                               
Carrying Amount                              
At December 31, 2022   6,051,386    49,709    759,856    376,327    29,736    7,267,014 
At June 30, 2023   6,003,576    55,172    968,179    433,359    34,398    7,494,684 

 

5.INVESTMENTS

 

The Company classifies its investments at fair value through profit or loss. Realized gains and losses on disposal of investments and unrealized gains and losses in the fair value of investments are reflected in profit or loss in the period in which they occur.

 

Investments consist of the following as at June 30, 2023 and December 31, 2022:

 

   June 30, 2023   December 31, 2022 
   $   $ 
Equities held (i)   5,060,531    7,474,287 
Warrants held (ii)   -    26,868 
Total Investments   5,060,531    7,501,155 

 

 - 14 -# 

 

 

New Found Gold Corp.

Notes to the Condensed Interim Financial Statements

For the three and six months ended June 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars Unless Otherwise Noted)

 

5.INVESTMENTS (continued)

 

(i) Equities held

 

The Company held the following equities as at June 30, 2023 and December 31, 2022:

 

   Quantity   Cost
$
   Fair Value
June 30, 2023
$
 
Exploits Discovery Corp.   13,229,466    8,462,704    1,984,420 
Labrador Gold Corp.   12,555,556    8,850,000    3,076,111 
Long Range Exploration Corporation   5,000,000    500,000    - 
Total Equities        17,812,704    5,060,531 

 

   Quantity   Cost
$
   Fair Value
December 31, 2022
$
 
Exploits Discovery Corp.   13,229,466    8,462,704    3,770,398 
Labrador Gold Corp.   12,555,556    8,850,000    3,703,889 
Long Range Exploration Corporation   5,000,000    500,000    - 
Total Equities        17,812,704    7,474,287 

 

Investments in Exploits Discovery Corp. and Labrador Gold Corp. represent investments in public companies that are quoted on an active exchange and are measured using the quoted market price of these companies.

 

Long Range Exploration Corporation is a private company without observable market prices for its common shares and is measured at its estimated fair value based on valuation techniques that use inputs derived by management and is considered Level 3 in the fair value hierarchy (Note 17).

 

(ii) Warrants held

 

The Company did not hold investments in warrants as at June 30, 2023.

 

The Company held the following warrants as at December 31, 2022:

 

   Quantity   Cost
$
   Fair Value
December 31, 2022
$
 
Exploits Discovery Corp.   6,666,667    -    10,331 
Labrador Gold Corp.   6,277,778    -    16,537 
Total Warrants        -    26,868 

 

Warrants held by the Company are classified at fair value through profit or loss, with any gains or losses arising on remeasurement recognized in profit or loss. Warrants that do not have a quoted market price are valued using a Black-Scholes option pricing model using assumptions including risk free interest rate, expected dividend yield, expected volatility, and expected remaining life of the warrant, which are supported by observable market conditions.

 

 - 15 -# 

 

 

New Found Gold Corp.

Notes to the Condensed Interim Financial Statements

For the three and six months ended June 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars Unless Otherwise Noted)

 

5.INVESTMENTS (continued)

 

An analysis of investments including related gains and losses for the six months ended June 30, 2023 and 2022 is as follows:

 

   Six months ended June 30, 
   2023
$
   2022
$
 
Investments, beginning of period   7,501,155    31,942,458 
Proceeds on disposal of investments   -    (4,379,355)
Realized loss on investments   -    (3,637,226)
Unrealized loss on investments   (2,440,624)   (15,461,442)
Investments, end of period   5,060,531    8,464,435 

 

6.PREPAID EXPENSES AND DEPOSITS

 

   June 30,
2023
$
   December 31, 2022
$
 
Prepaid expenses   1,298,371    1,218,184 
Mineral license deposits   222,641    227,527 
Prepaid expenses and deposits, end of period   1,521,012    1,445,711 

 

7.INVESTMENT IN KIRKLAND LAKE DISCOVERIES CORP.

 

On May 25, 2023, the Company disposed of its Lucky Strike project to Kirkland Lake Discoveries Corp. (TSXV: KLDC) for total non-cash consideration comprised of 28,612,500 common shares of KLDC and a 1.0% net smelter return royalty on future production from the mineral claims. The investment represents 32.29% of the issued and outstanding common shares of Kirkland Lake Discoveries Corp. at the time of closing and as at June 30, 2023. The Company has the right to nominate two additional directors to the board of directors of Kirkland Lake Discoveries Corp. and the companies have a director and officer in common, being Denis Laviolette, Director and President.

 

Based on assessments of the relevant facts and circumstances, primarily, the Company's ownership interests, board representation and ability to influence operating, strategic and financing decisions, the Company concluded that it has significant influence over Kirkland Lake Discoveries Corp. for the period from May 25, 2023 to June 30, 2023 and has accounted for its investment in Kirkland Lake Discoveries Corp. as an investment in an associate.

 

 - 16 -# 

 

 

New Found Gold Corp.

Notes to the Condensed Interim Financial Statements

For the three and six months ended June 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars Unless Otherwise Noted)

 

7.INVESTMENT IN KIRKLAND LAKE DISCOVERIES CORP. (continued)

 

The following table illustrates the summarised financial information of the Company’s investment in Kirkland Lake Discoveries Corp. as at June 30, 2023 on a 100% basis and reflecting adjustments made by the Company, including fair value adjustments made at the time of acquisition and adjustments for differences due to accounting policies: 

 

   June 30, 2023
$
 
Summarised Balance Sheet     
Current assets   6,594,234 
Non-current assets   7,853,854 
Current liabilities   (589,012)
Non-current liabilities   - 
Net Assets   13,859,076 
The Company’s ownership interest   32.29%
Share of Kirkland Lake Discoveries Corp.’s net assets   4,474,414 
      
Summarised Income Statement     
Revenues   - 
Loss from continuing operations   (567,036)
Post-tax loss from discontinued operations   - 
Net loss and comprehensive loss for the period   (567,036)
Share of Kirkland Lake Discoveries Corp.’s loss for the period from May 25, 2023 to June 30, 2023   (183,068)

 

The Company performs an impairment assessment on its investment in Kirkland Lake Discoveries Corp. at each period end. The assessment is based on the review of recent share price history, industry statistics and assessment of the current market conditions. As at June 30, 2023, management has determined that there are no indicators of impairment of the Company’s investment in Kirkland Lake Discoveries Corp.

 

The following table illustrates the movement in investment in associate for the period from May 25, 2023 to June 30, 2023:

 

Net Carrying amount – May 25, 2023  $4,657,482 
Share of loss from operations of associate during the period   (183,068)
Net Carrying amount – June 30, 2023  $4,474,414 

 

The estimated fair value of the Company’s investment in Kirkland Lake Discoveries Corp.’s is $4,864,126 as at June 30, 2023.

 

 - 17 -# 

 

 

New Found Gold Corp.

Notes to the Condensed Interim Financial Statements

For the three and six months ended June 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars Unless Otherwise Noted)

 

8.FLOW-THROUGH SHARE PREMIUM

 

   Issued
August 24,
2021
$
   Issued
November 25,
2021
$
   Issued
December 14,
2022
$
   Total
$
 
Balance at December 31, 2021   10,129,196    12,600,000    -    22,729,196 
Liability incurred on flow-through shares issued   -    -    14,500,000    14,500,000 
Settlement of flow-through share premium on expenditures incurred   (10,129,196)   (7,036,650)   -    (17,165,846)
Balance at December 31, 2022   -    5,563,350    14,500,000    20,063,350 
Settlement of flow-through share premium on expenditures incurred   -    (5,563,350)   (6,824,609)   (12,387,959)
Balance at June 30, 2023   -    -    7,675,391    7,675,391 

 

Flow-through share arrangements entitle the holder of the flow-through share to a 100% tax deduction in respect of qualifying Canadian exploration expenses as defined in the Income Tax Act, Canada (“Qualifying CEE”).

 

During the six months ended June 30, 2023, the Company incurred $44,726,849 (six months ended June 30, 2022 – $29,778,998) in Qualifying CEE and amortized a total of $12,387,959 (six months ended June 30, 2022 – $7,555,865) of its flow-through liabilities.

 

The flow-through premium liability does not represent a cash liability to the Company and is to be fully amortized to the condensed interim statements of loss and comprehensive loss pro-rata with the amount of qualifying expenditures that will be incurred.

 

As at June 30, 2023, the Company must spend another $26,466,867 of Qualifying CEE by December 31, 2023 to satisfy its remaining current flow-through liability of $7,675,391.

 

9.RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

 

The Company leases certain assets under lease agreements. The lease liabilities consist of residential, office and equipment leases. The leases are non-interest bearing and expiry dates for these leases range from August 2023 to September 2042. The related lease liabilities were measured at the present value of the remaining lease payments discounted using an incremental borrowing rate upon commencement of the lease estimated at 18% for leases that commenced in 2023.

 

 - 18 -# 

 

 

New Found Gold Corp.

Notes to the Condensed Interim Financial Statements

For the three and six months ended June 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars Unless Otherwise Noted)

 

9.RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (continued)

 

As at June 30, 2023 and December 31, 2022, the Company’s right-of use assets were as follows:

 

   Total 
   $ 
Cost    
Balance at December 31, 2021   227,165 
Additions   159,066 
Derecognition   (6,565)
Balance at December 31, 2022   379,666 
Additions   45,591 
Balance at June 30, 2023   425,257 
Accumulated Depreciation     
Balance at December 31, 2021   129,907 
Depreciation   103,290 
Derecognition   (4,690)
Balance at December 31, 2022   228,507 
Depreciation   68,034 
Balance at June 30, 2023   296,541 
Carrying Amount     
At December 31, 2022   151,159 
At June 30, 2023   128,716 

 

As at June 30, 2023 and December 31, 2022, the Company’s lease liabilities were as follows:

 

Lease liability  June 30, 2023   December 31, 2022 
Current portion  $60,040   $81,388 
Non-current portion   68,629    68,839 
Total lease liabilities  $128,669   $150,227 

 

A reconciliation of lease liabilities is as follows:

 

   June 30, 2023   December 31, 2022 
Lease liabilities beginning of period  $150,227   $100,850 
Additions to lease liabilities   45,591    159,066 
Derecognition of lease liabilities   -    (3,902)
Principal payments on lease liabilities   (67,149)   (105,787)
   $128,669   $150,227 

 

 - 19 -# 

 

 

New Found Gold Corp.

Notes to the Condensed Interim Financial Statements

For the three and six months ended June 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars Unless Otherwise Noted)

 

9. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (continued)

 

As at June 30, 2023 and December 31, 2022, the Company is committed to minimum lease payments as follows:

 

Maturity analysis  June 30, 2023   December 31, 2022 
Less than one year  $76,657   $100,299 
One to five years   48,607    48,066 
More than five years   204,075    210,590 
Total undiscounted lease liabilities  $329,339   $358,955 

 
   Three months ended June 30,   Six months ended June 30, 

Amounts recognized in profit or loss

  2023   2022   2023   2022 
Interest on lease liabilities  $5,952   $2,727   $12,624   $5,718 

 

   Six months ended June 30, 
Amounts recognized in the statement of cash flows  2023   2022 
Principal payments on lease liabilities  $67,149   $44,284 
Total cash outflows for leases  $79,773   $56,908 

 

10.ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

   June 30, 2023
$
   December 31, 2022
$
 
Accounts payable and accrued liabilities   5,518,568    5,588,742 
Reclamation provision(1)   1,101,622    1,411,293 
Accounts payable and accrued liabilities, end of period   6,620,190    7,000,035 

 

(1)  Provincial laws and regulations concerning environmental protection affect the Company’s exploration and operations. Under current regulations, the Company is required to meet performance standards to minimize the environmental impact from its activities and to perform site restoration and other reclamation activities. The Company’s reclamation provision is based on known requirements.

 

The breakdown of the reclamation provision is as follows:

 

   June 30, 2023
$
   December 31, 2022
$
 
Balance beginning of period   1,411,293    - 
Additions to reclamation provision   333,725    1,411,293 
Change in estimate   (42,234)   - 
Reclamation costs incurred   (601,162)   - 
Balance end of period   1,101,622    1,411,293 

 

The Company has estimated that the reclamation costs are current costs and as such considers the present value of the provision at June 30, 2023 to be equal to the total future undiscounted cash flows to settle the provision for reclamation, being $1,101,622 (December 31, 2022 - $1,411,293). Reclamation costs are included in the total amount of exploration and evaluation expenditures in the condensed interim statements of loss and comprehensive loss.

 

 - 20 -# 

 

 

New Found Gold Corp.

Notes to the Condensed Interim Financial Statements

For the three and six months ended June 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars Unless Otherwise Noted)

 

11.SHARE CAPITAL AND RESERVES

 

Authorized Share Capital

 

At June 30, 2023, the authorized share capital comprised an unlimited number of common shares. The common shares do not have a par value. All issued shares are fully paid.

 

Details of Common Shares Issued in 2023

 

   Six months
June 30, 2023
   Six months
June 30, 2022
 
   Number
of shares
   Gross
proceeds
   Number
of shares
   Gross
proceeds
 
ATM program(1)   1,490,989   $9,830,471    -    - 
Total   1,490,989   $9,830,471    -    - 

 

(1)In August 2022, the Company filed a prospectus supplement to its short form base shelf prospectus, pursuant to which the Company may, at its discretion and from time-to-time, sell common shares of the Company for aggregate gross proceeds of up to US$100,000,000. The sale of common shares is to be made through “at-the-market distributions” ("ATM"), as defined in the Canadian Securities Administrators’ National Instrument 44-102 Shelf Distributions, directly on the TSX Venture Exchange and the NYSE American stock exchange. During the six months ended June 30, 2023, the Company sold 1,490,989 (2022 – Nil) common shares of the Company under the ATM program at an average price of $6.59 (2022 - $Nil) per share for gross proceeds of $9,830,471 (2022 - $Nil) or net proceeds of $9,599,431 (2022 - $Nil), and paid an aggregate commission of $231,040 (2022 - $Nil). At June 30, 2023, the Company completed $12,380,148 of the ATM program.

 

During the six months ended June 30, 2023, 21,500 stock options were exercised at a weighted average exercise price of $2.32 per share for gross proceeds of $49,920.

 

Details of Common Shares Issued in 2022

 

On November 16, 2022, the Company issued 39,762 common shares with a value of $194,834 pursuant to the acquisition of exploration and evaluation assets in accordance with the terms of certain property option agreements (Note 3).

 

On December 14, 2022, the Company completed a bought-deal prospectus offering of 6,250,000 flow-through common shares at a price of $8.00 per common share for gross proceeds of $50,000,000. The Company paid share issuance costs of $2,717,627 in cash of which $2,104,250 was paid to the underwriters. The premium received on the flow-through shares issued was determined to be $14,500,000.

 

During fiscal 2022, 4,341,875 stock options were exercised at a weighted average exercise price of $1.76 per share for gross proceeds of $7,649,906.

 

During fiscal 2022, 39,960 warrants were exercised at a weighted average exercise price of $1.38 per share for gross proceeds of $55,140.

 

Share Purchase Option Compensation Plan

 

The Company has a share purchase option plan (the “Plan”) approved by the Company’s shareholders that allows it to grant share purchase options, subject to regulatory terms and approval, to its officers, directors, employees and service providers. The Plan is based on the maximum number of eligible shares not exceeding 10% in the aggregate and 5% with respect to any one optionee of the Company’s outstanding common shares in any twelve-month period. If outstanding share purchase options are exercised or expire, and/or the number of issued and outstanding common shares of the Company increases, then the share purchase options available to grant under the Plan increase proportionately.

 

 - 21 -# 

 

 

New Found Gold Corp.

Notes to the Condensed Interim Financial Statements

For the three and six months ended June 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars Unless Otherwise Noted)

 

11.SHARE CAPITAL AND RESERVES (continued)

 

The exercise price and vesting terms of each share purchase option is set by the Board of Directors at the time of grant. Share purchase options granted are subject to a four-month hold period and exercisable for a period determined by the Board of Directors which cannot exceed ten years.

 

The continuity of share purchase options for the six months ended June 30, 2023 is as follows:

 

Expiry date  Exercise
Price
   Outstanding
December
31, 2022
   Granted   Exercised   Cancelled/
Forfeited/
Expired
   Outstanding
June
30, 2023
   Exercisable
June
30, 2023
 
September 30, 2023  $0.40    150,000    -    -    -    150,000    150,000 
December 17, 2024  $0.50    1,725,000    -    -    -    1,725,000    1,725,000 
April 18, 2025  $1.00    100,000    -    -    -    100,000    100,000 
May 23, 2025  $1.075    75,000    -    -    -    75,000    75,000 
August 11, 2025  $1.40    1,125,000    -    -    -    1,125,000    1,125,000 
September 3, 2025  $2.07    75,000    -    (20,000)   -    55,000    55,000 
October 1, 2025  $2.15    25,000    -    -    -    25,000    25,000 
December 31, 2025  $4.10    5,305,000    -    -    -    5,305,000    5,305,000 
April 29, 2026  $6.79    1,258,625    -    -    (270,750)   987,875    937,625 
May 17, 2026  $8.62    200,000    -    -    -    200,000    200,000 
September 27, 2026  $8.70    125,000    -    -    -    125,000    68,750 
November 26, 2026  $8.04    55,000    -    -    (7,500)   47,500    26,125 
January 4, 2027  $8.98    24,375    -    -    (1,875)   22,500    9,000 
August 19, 2027  $5.75    340,000    -    -    -    340,000    197,500 
September 8, 2027  $5.00    20,000    -    -    -    20,000    10,000 
December 27, 2027  $5.68    2,257,500    -    (1,500)   (52,250)   2,203,750    1,896,250 
         12,860,500    -    (21,500)   (332,375)   12,506,625    11,905,250 
Weighted average exercise price $        4.01    -    2.32    6.66    3.94    3.82 
Weighted average contractual remaining life (years)        3.24    -    -    -    2.73    2.66 

 

 - 22 -# 

 

 

New Found Gold Corp.

Notes to the Condensed Interim Financial Statements

For the three and six months ended June 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars Unless Otherwise Noted)

 

11.SHARE CAPITAL AND RESERVES (continued)

 

The continuity of share purchase options for the six months ended June 30, 2022 is as follows:

 

Expiry date  Exercise
Price
   Outstanding
December 31, 2021
   Granted   Exercised   Cancelled/
Expired
   Outstanding
June 30, 2022
   Exercisable
June 30,
2022
 
September 30, 2023  $0.40    150,000    -    -    -    150,000    150,000 
December 17, 2024  $0.50    1,925,000    -    (200,000)   -    1,725,000    1,725,000 
April 18, 2025  $1.00    1,450,000    -    (290,000)   -    1,160,000    1,160,000 
May 23, 2025  $1.075    200,000    -    (68,750)   -    131,250    131,250 
August 11, 2025  $1.40    2,900,000    -    (1,525,000)   -    1,375,000    1,375,000 
September 3, 2025  $2.07    115,000    -    (40,000)   -    75,000    75,000 
October 1, 2025  $2.15    25,000    -    -    -    25,000    25,000 
December 31, 2025  $4.10    6,155,000    -    (150,000)   -    6,005,000    6,005,000 
April 29, 2026  $6.79    1,294,250    -    (1,875)   (7,500)   1,284,875    1,148,375 
May 17, 2026  $8.62    200,000    -    -    -    200,000    200,000 
September 27, 2026  $8.70    125,000    -    -    -    125,000    31,250 
November 26, 2026  $8.04    55,750    -    -    (750)   55,000    13,750 
January 4, 2027  $8.98    -    30,000    -    -    30,000    3,000 
         14,595,000    30,000    (2,275,625)   (8,250)   12,341,125    12,042,625 
Weighted average exercise price $        3.01    8.98    1.45    6.90    3.34    3.23 
Weighted average contractual remaining life (years)        3.71    4.52    -    -    3.27    3.25 

 

The table below summarizes the weighted average fair value of share purchase options granted and exercised:

 

   Six months ended June 30, 
   2023   2022 
Weighted average:        
Fair value of share purchase options granted   -   $6.29 
Fair value of share purchase options exercised  $1.65   $1.06 
Closing share price at the date of exercise  $6.47   $7.35 

 

Options were priced based on the Black-Scholes option pricing model using the following weighted average assumptions to estimate the fair value of options granted:

 

   Six months ended June 30, 
   2023   2022 
Risk-free interest rate   -    1.39%
Expected option life in years   -    5.0 
Expected share price volatility(i)   -    90.67%
Grant date share price   -   $8.98 
Expected forfeiture rate   -    - 
Expected dividend yield   -    Nil 

 

(i)The expected share price volatility is based on the average historical share price of comparable companies over the life of the option.

 

 - 23 -# 

 

 

New Found Gold Corp.

Notes to the Condensed Interim Financial Statements

For the three and six months ended June 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars Unless Otherwise Noted)

 

11.SHARE CAPITAL AND RESERVES (continued)

 

Warrants

 

The Company did not have any warrants outstanding as at June 30, 2023 and December 31, 2022.

 

The continuity of warrants for the six months ended June 30, 2022 is as follows:

 

Expiry date  Exercise
Price
   Outstanding
December
31, 2021
   Issued   Exercised   Cancelled/
Expired
   Outstanding
June
30, 2022
 
May 12, 2022  $1.30    25,154    -    (24,000)   (1,154)   - 
May 13, 2022  $1.50    8,372    -    -    (8,372)   - 
June 4, 2022  $1.50    15,960    -    (15,960)   -    - 
         49,486    -    (39,960)   (9,526)   - 
Weighted average exercise price $        1.40    -    1.38    1.48    - 
Weighted average contractual remaining life (years)        0.38    -    -    -    - 

 

The table below summarizes the weighted average fair value of warrants exercised:

 

   Six months ended June 30, 
   2023   2022 
Weighted average:        
Fair value of warrants exercised   -   $0.38 
Closing share price at the date of exercise   -   $8.39 

 

12.RELATED PARTY BALANCES AND TRANSACTIONS

 

All transactions with related parties have occurred in the normal course of operations and on terms and conditions that are similar to those of transactions with unrelated parties and are measured at the amount of consideration paid or received. A summary of the Company’s related party transactions is as follows:

 

   Three months ended June 30,   Six months ended June 30, 
   2023
$
   2022
$
   2023
$
   2022$ 
Amounts paid to EarthLabs Inc. (i) for exploration and evaluation   4,500    70,984    9,000    249,226 
Amounts paid to Notz Capital Corp. (ii) for corporate development and investor relations   16,853    -    16,853    - 

 

(i)EarthLabs Inc. is a related entity having the following common director and officer to the Company: Denis Laviolette, Director and President.
(ii)Notz Capital Corp. is a related entity of the Executive Chairman and Chief Executive Officer.

 

As at June 30, 2023 and December 31, 2022, there were no amounts payable to related parties for exploration and evaluation expenditures or corporate development and investor relations.

 

There are no ongoing contractual commitments resulting from these transactions with related parties.

 

 - 24 -# 

 

 

New Found Gold Corp.

Notes to the Condensed Interim Financial Statements

For the three and six months ended June 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars Unless Otherwise Noted)

 

12.RELATED PARTY BALANCES AND TRANSACTIONS (continued)

 

Key management personnel compensation

 

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Company’s Board of Directors and corporate officers.

 

 

Three months ended June 30, 2023  Salaries and
Consulting
$
   Share-based
compensation
$
   Bonus
$
  

Total

$

 
Executive Chairman and Chief Executive Officer   97,200    -    -    97,200 
President   68,040    -    -    68,040 
Chief Financial Officer   29,160    -    -    29,160 
Chief Operating Officer   63,180    -    -    63,180 
Chief Development Officer   84,240    60,729    -    144,969 
Non-executive directors   54,000    -    -    54,000 
Total   395,820    60,729    -    456,549 

 

Three months ended June 30, 2022

  Salaries and
Consulting
$
   Share-based
compensation
$
   Bonus
$
  

Total

$

 
Executive Chairman and Chief Executive Officer   90,000    -    90,000    180,000 
Former Chief Executive Officer   15,000    -    -    15,000 
President   63,000    -    63,000    126,000 
Chief Financial Officer   27,000    -    27,000    54,000 
Chief Operating Officer   58,500    -    58,500    117,000 
Non-executive directors   30,400    -    -    30,400 
Total   283,900    -    238,500    522,400 

 

Six months ended June 30, 2023

  Salaries and
Consulting
$
   Share-based
compensation
$
   Bonus
$
  

Total

$

 
Executive Chairman and Chief Executive Officer   194,400    -    -    194,400 
President   136,080    -    -    136,080 
Chief Financial Officer   58,320    -    -    58,320 
Chief Operating Officer   126,360    -    -    126,360 
Chief Development Officer   168,480    143,646    -    312,126 
Non-executive directors   108,000    -    -    108,000 
Total   791,640    143,646    -    935,286 

 

Six months ended June 30, 2022

  Salaries and
Consulting
$
   Share-based
compensation
$
   Bonus
$
  

Total

$

 
Executive Chairman and Chief Executive Officer   180,000    -    90,000    270,000 
Former Chief Executive Officer   105,000    -    -    105,000 
President   126,000    -    63,000    189,000 
Chief Financial Officer   54,000    -    27,000    81,000 
Chief Operating Officer   117,000    -    58,500    175,500 
Non-executive directors   54,400    -    -    54,400 
Total   636,400    -    238,500    874,900 

 

As at June 30, 2023, there was $142,027 payable to key management personnel in respect of key management compensation and expense reimbursements included in accounts payable and accrued liabilities (December 31, 2022 - $276,016). The amounts are unsecured, non-interest bearing and without fixed terms of repayment.

 

Under the terms of their management agreements, certain officers of the Company are entitled to 18 months of base pay in the event of their agreements being terminated without cause.

 

13.

BASIC AND DILUTED LOSS PER COMMON SHARE

 

Basic and diluted loss per common share is calculated based on the following weighted average number of common shares outstanding:

 

   Three months ended June 30,   Six months ended June 30, 
   2023   2022   2023   2022 
Loss attributable to common shareholders ($)   15,936,607    24,294,494    35,988,950    46,703,313 
Weighted average number of common shares outstanding   176,008,149    165,099,111    175,694,579    164,658,698 
Loss per share attributed to common shareholders ($)   (0.09)   (0.15)   (0.20)   (0.28)

 

Diluted loss per common share did not include the effect of 12,506,625 (2022 - 12,341,125) share purchase options as their effect is anti-dilutive.

 

 - 25 -# 

 

 

New Found Gold Corp.

Notes to the Condensed Interim Financial Statements

For the three and six months ended June 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars Unless Otherwise Noted)

 

14.SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

 

   Six months ended
June 30,
 
   2023
$
   2022
$
 
Non-cash investing and financing activities:          
Right-of-use assets and liabilities   45,591    46,570 
Property and equipment included in accounts payable and accrued liabilities   23,657    392,670 
Consideration received for disposal of Lucky Strike project (Note 3(ii))   4,657,482    - 
Cash paid for income taxes   -    - 
Cash paid for interest   -    - 
Cash received for interest   1,639,641    208,982 

 

15.SEGMENTED INFORMATION

 

The Company’s operations are limited to a single reportable segment, being mineral exploration and evaluation. All of the Company’s evaluation and exploration assets are located in Canada.

 

16.CONTINGENCY

 

Claims and Legal Proceedings

 

On November 15, 2019, ThreeD Capital Inc. (“ThreeD”) and 1313366 Ontario Inc. (“131” and together with ThreeD, the “Plaintiffs”) each entered into share purchase agreements (the “Share Purchase Agreements”) with Palisades Goldcorp Ltd. (“Palisades”) under which Palisades agreed to purchase the 13,500,000 common shares of the Company owned by ThreeD and the 4,000,000 common shares of the Company owned by 131 for $0.08 per common share. The transactions closed on November 20, 2019. As a private company with restrictions on the transfer of its common shares, the Company had to approve the proposed transfer, which it did by a consent resolution of the Board.

 

On March 10, 2020, ThreeD Capital Inc. and 131 filed a statement of claim in the Ontario Superior Court of Justice against Collin Kettell, Palisades and the Company (the “ThreeD Claim”). Pursuant to the ThreeD Claim, the Plaintiffs are challenging the validity of the sale of 17,500,000 common shares by the Plaintiffs to Palisades on November 20, 2019.

 

ThreeD and 131 claim that at the time of negotiation and execution of the Share Purchase Agreements, Palisades and Mr. Kettell were aware of positive drill results from the Company’s 2019 Drill Program and the results were not disclosed to ThreeD and 131 to their detriment. Palisades and Mr. Kettell strongly deny ThreeD and 131’s allegations. ThreeD and 131 have made specific claims for (a) recission of the Share Purchase Agreements on the basis of oppression or unfair prejudice; (b) or alternatively, damages in the amount of $21,000,000 for the alleged improper actions by ThreeD and 131, (c) a declaration that Palisades and Collin Kettell, as shareholder or director and/or officer of the Company, have had acted in a manner that is oppressive, unfairly prejudicial or unfairly disregarded their interests, (d) a declaration that Palisades and Collin Kettell engaged in insider trading contrary to section 138 of the Securities Act (Ontario), (e) unjust enrichment and (f) interests and costs. Palisades and Mr. Kettell refute each of the specific claims made by the Plaintiffs.

 

The Company filed a statement of defence in response to the ThreeD Claim on June 12, 2020, pursuant to which, among other things, the Company denies that it is a proper party to the ThreeD Claim and the allegations against it therein, including because no relief is claimed against the Company in paragraph 1 of the ThreeD Claim.

 

 - 26 -# 

 

 

New Found Gold Corp.

Notes to the Condensed Interim Financial Statements

For the three and six months ended June 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars Unless Otherwise Noted)

 

16.CONTINGENCY (continued)

 

The action has now progressed through the production of documents and oral examinations for discovery stages.

 

In early 2022, the Plaintiffs formally amended their statement of claim to increase the amount claimed to $229,000,000 and to advance a direct claim of oppressive conduct against the Company. While continuing to deny any and all liability to the Plaintiffs, the Company has amended its defence to include specific denials of the new allegations of oppressive conduct against it. The parties completed an additional round of examinations for discovery in January 2023, following which the plaintiffs set the action down for trial. The parties have scheduled a mandatory mediation for October 3, 2023. The Company anticipates that the case will not go to trial before 2026.

 

The outcome of this claim cannot be determined at this time and therefore no amount has been accrued for.

 

17.FINANCIAL INSTRUMENTS

 

The Company thoroughly examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of those risks. These risks may include credit risk, liquidity risk, currency risk, and interest rate risk. Where material, these risks are reviewed and monitored by the Board of Directors.

 

(a) Fair Values

 

Financial assets and liabilities measured at fair value are recognized according to a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy are as follows:

 

Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

 

Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability.

 

Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

The Company’s financial instruments measured at fair value are its investments, which include equities and warrants held. The fair value of equities held is determined using closing prices at the statement of financial position date with any unrealized gain or loss recognized in profit or loss. The Company’s warrants held are not traded on an active exchange and are valued using the Black-Scholes option pricing model using assumptions including risk-free interest rate, expected dividend yield, expected volatility and expected remaining life of the warrant which are supported by observable market conditions and as such are classified within level 2 of the fair value hierarchy.

 

The carrying values of other financial instruments, including cash, deposits and amounts receivable, and accounts payable and accrued liabilities approximate their fair values due to the short-term maturity of these financial instruments.

 

       Level 1
$
   Level 2
$
   Level 3
$
   Total
$
 
                     
Recurring measurements  Carrying amount   Fair value 
Investments, at fair value                         
June 30, 2023   5,060,531    5,060,531    -    -    5,060,531 
December 31, 2022   7,501,155    7,474,287    26,868    -    7,501,155 

 

 - 27 -# 

 

 

New Found Gold Corp.

Notes to the Condensed Interim Financial Statements

For the three and six months ended June 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars Unless Otherwise Noted)

 

17.FINANCIAL INSTRUMENTS (continued)

 

(a)Fair Values (continued)

 

There was no movement between levels during the six months ended June 30, 2023.

 

The following table represents the changes in fair value measurements of financial instruments classified as Level 3. Within Level 3, the Company includes private company investments which are not quoted on an active exchange. These financial instruments are measured at fair value utilizing non-observable market inputs.

 

   Balance at
January 1
$
   Additions
 
$
   Net Unrealized
Gains/Losses
$
   Balance at
June 30
$
 
2023   -    -    -    - 
2022   500,000    -    -    500,000 

 

The balance at June 30, 2022 relates to the investment in shares of Long Range (Note 5(i)). Long Range is a private company without observable market prices for its common shares and is measured at its estimated fair value based on valuation techniques that use inputs derived by management. The key assumptions used in the valuation of this investment include, but are not limited to, the value at which a recent financing was completed by the investee, company-specific information, review of adjusted net book values, liquidation analysis, trends in general market conditions, share performance of comparable publicly-traded companies and a strategic review. The fair value of this investment has been estimated to be $Nil as at June 30, 2023 and December 31, 2022.

 

(b) Financial Instrument Risk Exposure

 

Credit risk

 

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company does not have financial instruments that potentially subject the Company to credit risk. Overall, the Company’s credit risk has not changed significantly from the prior year. Sales taxes recoverable are due from the Canada Revenue Agency and the Company places its cash with financial institutions with high credit ratings, therefore in management’s judgment, credit risk is low.

 

There have been no changes in management’s methods for managing credit risk since December 31, 2022.

 

Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has in place a planning and budgeting process to help determine the funds required to ensure the Company has the appropriate liquidity to meet its operating and growth objectives. The Company has historically relied on issuance of shares to fund exploration programs and may require doing so again in the future. As at June 30, 2023, the Company has total liabilities of $14,424,250 and cash of $41,473,704 which is available to discharge these liabilities (December 31, 2022 – total liabilities of $27,213,612 and cash of $82,165,273). As at June 30, 2023, the Company must also spend another $26,466,867 of Qualifying CEE by December 31, 2023 to satisfy its remaining current flow-through liability of $7,675,391.

 

There have been no changes in management’s methods for managing liquidity risk since December 31, 2022.

 

 - 28 -# 

 

 

New Found Gold Corp.

Notes to the Condensed Interim Financial Statements

For the three and six months ended June 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars Unless Otherwise Noted)

 

17.FINANCIAL INSTRUMENTS (continued)

 

(b) Financial Instrument Risk Exposure (continued)

 

Market risk

 

Market risk is the risk that changes in market prices, such as commodity prices, interest rates and foreign exchange rates will affect the Company’s net earnings or the value of financial instruments. The objective of the Company is to manage and mitigate market risk exposures within acceptable limits, while maximizing returns.

 

(i)Currency risk

 

Financial instruments that impact the Company’s net earnings or other comprehensive income due to currency fluctuation include cash accounts and accounts payable and accrued liabilities denominated in US dollars. The sensitivity of the Company’s net loss to changes in the exchange rate between the US dollar and the Canadian dollar at June 30, 2023 would change the Company’s net loss by $249,454 as a result of a 10% change in the exchange rate.

 

(ii)Interest rate risk

 

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market interest rates. As the Company deposits its cash into demand accounts with minimal interest rates, the interest rate risk is not significant.

 

(iii)Commodity price risk

 

Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company’s property has exposure to predominantly gold. Commodity prices, especially gold, greatly affect the value of the Company and the potential value of its property and investments.

 

(iv)Equity price risk

 

Equity price risk is the risk that the fair value of or future cash flows from the Company’s financial instruments will significantly fluctuate because of changes in market prices. The Company is exposed to market risk in trading its investments in unfavorable market conditions which could result in dispositions of investments at less than favorable prices. Additionally, the Company adjusts its investments to fair value at the end of each reporting period. This process could result in write-downs of the Company’s investments over one or more reporting periods, particularly during periods of overall market instability. The sensitivity of the Company’s net loss to changes in market prices at June 30, 2023 would change the Company’s net loss by $506,053 as a result of a 10% change in the market price of its investments.

 

There have been no changes in management’s methods for managing market risks since December 31, 2022.

 

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New Found Gold Corp.

Notes to the Condensed Interim Financial Statements

For the three and six months ended June 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars Unless Otherwise Noted)

 

18.CAPITAL MANAGEMENT

 

The Company’s objectives when managing capital are:

 

·To safeguard our ability to continue as a going concern in order to develop and operate our current projects;
·Pursue strategic growth initiatives; and
·To maintain a flexible capital structure which lowers the cost of capital.

 

In assessing our capital structure, we include in our assessment the components of equity consisting of common shares, stock options and warrants, and deficit that as at June 30, 2023 totalled $58,053,036 (December 31, 2022 - $83,473,900). In order to facilitate the management of capital requirements, the Company prepares annual expenditure budgets and continuously monitors and reviews actual and forecasted cash flows. The annual and updated budgets are monitored and approved by the Board of Directors. To maintain or adjust the capital structure, the Company may, from time to time, issue new shares, issue new debt, repay debt or dispose of non-core assets. The Company’s current capital resources are sufficient to carry out our exploration plans and support operations through the current operating period.

 

The Company is not subject to any capital requirements imposed by a regulator.

 

There were no changes in the Company’s approach to capital management during the six months ended June 30, 2023.

 

19.SUBSEQUENT EVENTS

 

ATM Sales

 

Subsequent to June 30, 2023, the Company sold 1,361,770 common shares of the Company under the ATM program at an average price of $6.51 per share for gross proceeds of $8,869,949 or net proceeds of $8,661,462, and paid an aggregate commission of $208,487.

 

Stock Options Forfeited

 

Subsequent to June 30, 2023, 16,875 unvested stock options with an exercise price of $5.68 per share were forfeited.

 

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