GALANTAS GOLD CORPORATION Management s Discussion and Analysis Three and Nine Months Ended September 30, 2014
GALANTAS GOLD CORPORATION MANAGEMENT DISCUSSION AND ANALYSIS Three and Nine Months Ended September 30, 2014 Introduction The Management s Discussion and Analysis ( MD&A ) of the financial condition and results of the operations of Galantas Gold Corporation ( Galantas or the Company ) constitutes management s review of the factors that affected the Company s financial and operating performance for the three and nine months ended September 30, 2014. This MD&A was written to comply with the requirements of National Instrument 51-102 Continuous Disclosure Obligations. This discussion should be read in conjunction with the audited annual consolidated financial statements of the Company for the years ended December 31, 2013 and 2012, together with the notes thereto and the unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2014 together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. The Company s consolidated financial statements and the financial information contained in this MD&A are prepared in accordance with International Financial Reporting Standards ( IFRS ) as issued by the International Accounting Standards Board ( IASB ) and interpretations of the IFRS Interpretations Committee ( IFRIC ). Accordingly, they do not contain all of the information required for full annual financial statements required by IFRS. Information contained herein is presented as November 24, 2014, unless otherwise indicated. For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors, considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Galantas s common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board of Directors, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity. Additional information about the Company is available on SEDAR at www.sedar.com or at the Company s website www.galantas.com. Cautionary Note Regarding Forward-Looking Information This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as forward-looking statements ). These statements relate to future events or the Company s future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements 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. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement. The following table outlines certain significant forward-looking statements contained in this MD&A and provides the material assumptions used to develop such forward-looking statements and material risk factors that could cause actual results to differ materially from the forward looking statements. 1
Forward-looking information Assumptions Risk factors Potential of the Company s properties to contain economic deposits of base metals and other metals. Financing will be available for future exploration and development of the Company s properties; the actual results of the Company s exploration activities will be favourable; operating and exploration costs will not exceed the Company s expectations; the Company will be able to retain and attract skilled staff; all requisite regulatory and governmental approvals for exploration 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; the price of applicable metals and applicable interest and exchange rates will be favourable to the Company; no title disputes exist with respect to the Company s properties. Metal price volatility; uncertainties involved in interpreting geological data and retaining title to acquired properties; the possibility that future exploration results will not be consistent with the Company s expectations; availability of financing for future exploration and development of the Company s properties; increases in costs; environmental compliance and changes in environmental and other local legislation and regulation; interest rate and exchange rate fluctuations; changes in economic and political conditions; the Company s ability to retain and attract skilled staff The Company s ability to obtain planning consent from the Planning Services, Northern Ireland to allow it develop the underground mine at its Omagh property The Company will receive full planning consent acceptable to the Company on a timely basis to allow it bring the underground mine into production; financing will be available for development of the underground mine; development and operating costs will not exceed the Company s expectations; the Company will be able to attract skilled staff; all requisite regulatory and governmental approvals for the underground Delays in obtaining planning permission for the development of the underground mine; onerous planning conditions that will negatively impact on the development of the underground mine; availability of financing; metal price, interest rate, exchange rate volatility; uncertainties involved in interpreting geological data and retaining title to acquired properties; the possibility that future exploration results will not 2
project will be received on a timely basis upon terms acceptable to the Company; applicable political and economic conditions will be favourable to the Company; the price of applicable metals and applicable interest and exchange rates will be favourable to the Company; no title disputes exist with respect to the Company s properties be consistent with the Company s expectations; increases in costs; environmental compliance and changes in environmental and other local legislation and regulation; changes in economic and political conditions; the Company s ability to attract skilled staff The Company s ability to meet its working capital needs at the current level for the year ending December 31, 2014 The operating and exploration activities of the Company for the year ending December 31, 2014, and the costs associated therewith, will be dependent on raising sufficient additional capital consistent with the Company s current expectations; debt and equity markets, exchange and interest rates and other applicable economic conditions will be favourable to the Company Adverse changes in debt and equity markets; timing and availability of external financing on acceptable terms; increases in costs; environmental compliance and changes in environmental and other local legislation and regulation; interest rate and exchange rate fluctuations; changes in economic conditions The Company s ability to carry out anticipated exploration on its property interests The exploration activities of the Company for the fiscal year ending December 31, 2014, and the costs associated therewith, will be consistent with the Company s current expectations; debt and equity markets, exchange and interest rates and other applicable economic conditions will be favourable to the Company Changes in debt and equity markets; timing and availability of external financing on acceptable terms; increases in costs; environmental compliance and changes in environmental and other local legislation and regulation; interest rate and exchange rate fluctuations; receipt of applicable permits 3
Management s outlook regarding future trends Financing will be available for the Company s exploration, development and operating activities; the price of applicable metals, interest rates and exchange rates will be favourable to the Company Metal price volatility; changes in debt and equity markets; interest rate and exchange rate fluctuations; changes in economic and political conditions Asset values for third quarter of fiscal year 2014 Management s belief that no write- down is required for its property and equipment resulting from continuing efforts to raise capital (debt or equity, or a combination of both) to implement planned work programs on the Company s projects If the Company does not obtain equity or debt financing on terms favorable to the Company or at all, a decline in asset values that could be deemed to be other than temporary, may result in impairment losses Sensitivity analysis of financial instruments The Company has no significant interest rate risk due to low interest rates on its cash balances. Changes in debt and equity markets; interest rate and exchange rate fluctuations Prices and price volatility for metals The price of metals will be favourable; debt and equity markets, interest and exchange rates and other economic factors which may impact the price of metals will be favourable Changes in debt and equity markets and the spot prices of metals; interest rate and exchange rate fluctuations; changes in economic and political conditions 4
Inherent in forward-looking statements are risks, uncertainties and other factors beyond Galantas s ability to predict or control. Please also make reference to those risk factors referenced in the Risks and Uncertainties section below. Readers are cautioned that the above chart does not contain an exhaustive list of the factors or assumptions that may affect the forward-looking statements, and that the assumptions underlying such statements may prove to be incorrect. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this MD&A. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Galantas actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward-looking statements. All forwardlooking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law. Date of MD&A This MD&A was prepared on November 24, 2014. Overview Strategy - Description of Business Company Overview Galantas has been a producing mineral resource issuer and the first to acquire planning consent to mine gold in Northern Ireland. During the third quarter of 2014 and following a strategic review of its business the Company established a separate subsidiary, Flintridge Resources Limited, to operate the Northern Ireland businesses with the Republic Of Ireland exploration licenses remaining in Omagh Minerals Limited to enable potential joint venture options on the latter to be pursued. The Company s wholly owned Ontario holding company, Cavanacaw Corporation, owns all of the shares of the Northern Ireland companies Flintridge Resources Limited, now owner of prospecting and mining rights, planning consent plus land, buildings and equipment; Omagh Minerals Limited owner of the Republic Of Ireland exploration licenses and and Galantas Irish Gold Limited a jewellery business which is no longer being pursued. Mining at the Omagh mine had been conducted by open pit methods up to the suspension of production in 2013. The mine produced a flotation concentrate was shipped to a smelter in Canada under a life of mine off-take agreement. The Company s strategy to increase shareholder value is to: Obtain the necessary planning permits for the underground development; Obtain additional funding to allow it to continue the expanded exploration programme and the further development of its underground mine plans; Recommence production at the mine and processing plant Continue to explore and develop extensions to the Kearney, Kerr, Joshua and nearby known deposits so as to expand minable reserves and increase gold production in stages; Explore the Company s prospecting licences which, following recent additions, aggregate 766.5 square kilometres, focusing on the more than 60 gold targets identified to date; Reserves and Resources During 2008, ACA Howe International Ltd prepared an updated estimate of mineral resources for the Omagh mine. The report, entitled Technical Report on the Omagh Gold Project is dated 28 th May 2008 and is published on www.sedar.com and www.galantas.com. In June 2012 ACA Howe International Ltd (Howe UK) completed an updated NI 43-101 compliant Mineral Resource Estimate together with a Preliminary Economic Assessment. This report, which was based on drilling results and analyses received to June 5
2012, identified all resources discovered at that date. The Company subsequently filed the complete Technical Report and Preliminary Economic Assessment on SEDAR in August 2012. An updated resource estimate was prepared by the Company during the second quarter of 2013 based on drilling results received to May 2013. There was a 50% increase in resources classified as measured and indicated and a 28% increase in resources classified as inferred, when compared to the resource estimate prepared in 2012. Subsequently the Company continued work on updating the 2013 resource estimate to incorporate results from later drill holes not previously included and on the finalising of a revised NI 43-101 report. The work included a detailed mining plan, mining schedule and comprehensive cost estimates, based upon underground working of the Joshua and Kearney veins. During the current quarter Galantas completed this work and reported on the revised updated estimate of gold resources together with a Preliminary Economic Assessment (PEA) update (see press release dated July 28, 2014). The revised estimate of resources is in compliance with the Pan European Reporting Code (PERC), Canadian Institute of Mining, Metallurgy and Petroleum (CIM) standards and Canadian National Instrument (NI) 43-101. Overall there has been a 19% increase in resources since the Galantas June 2013 Resource Report and a 60% increase in resources since the July 2012 Resource Report by ACA Howe International Ltd. The increases since 2012 largely relate to the Kearney and Joshua veins, since this is where the drilling program has been concentrated. The drilling program was mainly designed to focus on increasing the quantity of Measured and Indicated resources on these two veins, to support potential bank funding opportunities for the financing of production. Mining Project The project currently embraces an open pit mine which supplied ore to a crushing-grinding-froth flotation plant. The plant was commissioned in 2007 and is designed to produce a gold and silver rich sulphide flotation concentrate for sale to a commercial smelter. Since early 2013 year there was a shift in operations from mining and processing ore from open pits to operating from lower grade stock already mined which impacted negatively on production levels. Later in 2013 the processing of low grade ore was suspended as a result of a reduction in the concentrate gold grade coupled with falling gold prices. Subsequently the Company commenced tests with regards to continuing production on a limited scale through the processing of tailing cells filled during the earlier operation of the mine. An investigation of process economics suggests that this proposed operation may best be carried out in conjunction with processing ore from the underground mine. Underground Mine Plan During 2012 the planning application for an underground mine was submitted to the Planning Services of Northern Ireland. Discussions have continued with the planning services with regards to the underground mine plan and a planning determination is now anticipated in the fourth quarter of 2014 though it should be noted that the timeline for delivery of the determination is not within the control of the Company. Gold Jewellery Business Galantas has been reviewing joint venture opportunities related to its gold jewellery business as management focus is now entirely on the mine operation. Management and Staff Overall management is exercised by one Executive Director along with a Deputy General Manager in charge of operations in Omagh where the mine, plant and administration employed 6 personnel as of September 30, 2014. 6
Key Performance Driver The key performance driver is the achievement of production and cash flow from profitably mining the deposits at Omagh. Overview of Third Quarter 2014 There was minimal production at, or shipments from, the Omagh mine during the three and nine months ended September 30, 2014 following the suspension of the processing of low grade ore during the fourth quarter of 2013 as a result of a reduction in the concentrate gold grade coupled with lower gold prices. Tests with regards to continuing production on a limited scale through the processing of tailing cells filled during the earlier operation of the mine continued during the third quarter when an investigation of process economics suggested that this proposed operation may best be carried out in conjunction with processing ore from the underground mine. During the third quarter of 2014, and following a strategic review of its business, the Company established a separate subsidiary, Flintridge Resources Limited, to operate the Northern Ireland businesses with the Republic Of Ireland exploration licenses remaining in Omagh Minerals Limited to enable potential joint venture options on the latter to be pursued. This process involved a revaluation of the Company s assets which has resulted in an impairment loss of $ 2,921,884 which is reflected in the third quarter results. Galantas incurred a net loss of $ 3,510,937 for the three months ended September 30, 2014 compared with a net loss of $ 363,744 for the three months ended September 30, 2013. When the net loss is adjusted for non cash items before changes in non-cash working capital the cash loss from operating activities amounted to $ 641,042 for three months ended September 30, 2014 compared with a cash loss from operations of $ 318,599 for the corresponding period of 2013. The cash loss from operating activities after changes in non-cash working capital items amounted to $ 263,326 for the three months ended September 30, 2014 compared to a cash loss of $ 364,158 for 2013. The Company had cash balances at September 30, 2014 of $ 54,759 compared to $ 166,617 at December 31, 2013. The working capital deficit at September 30, 2014 amounted to $ 3,388,864 which compared with a working capital deficit of $ 3,904,304 at December 31, 2013. Work was completed during the third quarter on updating the resource estimate incorporating results from later drill holes not available previously and Galantas reported on the revised updated estimate of gold resources together with a Preliminary Economic Assessment (PEA) update. Overall there has been a 19% increase in resources since the Galantas June 2013 Resource Report and a 60% increase in resources since the July 2012 Resource Report by ACA Howe International Ltd. The increases since 2012 largely relate to the Kearney and Joshua veins, since this is where the drilling program has been concentrated. The drilling program was mainly designed to focus on increasing the quantity of Measured and Indicated resources on these two veins, to support potential bank funding opportunities for the financing of production. The Company also filed the complete Technical Report on SEDAR during the third quarter, as required by NI 43-101. 7
Review of Financial Results Three Months Ended September 30, 2014 The net loss for the quarter ended September 30, 2014 amounted to $ 3,510,937 which includes an asset impairment loss of $ 2,921,884 and compares to a net loss of $ 363,744 for the quarter ended June 30, 2013 as summarized below. Quarter Ended September 30, 2014 $ Quarter Ended September 30, 2013 $ Revenues 8,376 473,668 Production costs 84,277 468,559 Inventory movement 0 (30,564) Cost of sales 84,277 437,995 (Loss) Income before the undernoted (75,901) 35,673 Depreciation 57,654 115,105 General administrative expenses 253,291 262,189 Loss/(Gain) on disposal of property, plant and equipment 50 (592) Unrealized gain on fair value of derivative financial liability 133,000 0 Impairment of property,plant and equipment 2,921,884 0 Foreign exchange loss 69,157 22,715 Net (Loss) for the Quarter $ (3,510,937) $ (363,744) Sales revenues for the quarter ended September 30, 2014 amounted to $ 8,376 and compared to revenues of $ 473,668 for the corresponding period of 2013. Following the suspension of production during the fourth quarter of 2013 there were no concentrate sales from the mine during the third quarter of 2014. Cost of sales include production costs at the mine and inventory movements and totalled $ 84,277 for the quarter ended September 30, 2014 compared to $ 437,995 for the third quarter of 2013. A summary of cost of sales is set out on Note 13 of the September 30, 2014 condensed interim consolidated financial statements. Production costs for the quarter ended September 30, 2014 amounted to $ 84,277 compared to $ 468,559 for the third quarter of 2013. Production costs at the mine, the majority of which are incurred in UK, include production wages, oil and fuel, equipment hire, repairs and servicing, consumables and royalties. There was no production during the third quarter of 2014 and this is reflected in the lower production costs for the quarter which were partially incurred in connection with ongoing processing testwork. These lower production costs included decreases in Production wages of $ 103,169 to $ 42,917 reflecting the reduced cost of production personnel following the redundancies that were effected during 2013, Oil and fuel decreases of $ 161,090 to $ 7,587 arising from reduced usage following the suspension of production, Repairs and servicing cost decreases of $ 45,694 to $ 2,075 due primarily to the much reduced level of maintenance charges in the mill, Equipment hire decreases of $ 2,693 to $ 6,966 arising from the off-hire of machinery following the suspension of production, Consumable cost decreases of $ 50,909 to $ Nil due to there being minimal throughput in the mill, Carriage costs decreases of $ 6,120 to $ Nil arising from there being no shipments during the third quarter and Royalty costs decreases of $ 890 to $ 9,129 for the third 8
quarter. The royalty charged during the third quarter of 2014 is mainly a fixed minimum charge irrespective of there being no sales revenues during the quarter. The inventory movement of $ Nil in the third quarter compared to an inventory movement credit $ 30,564 for the quarter ended September 30, 2013 which movement reflected an increase in inventory at September 30, 2013 when compared to July 1, 2013 inventory levels. This has resulted in a net operating loss of $ 75,901 before depreciation, general administrative expenses, loss on disposal of property, plant and equipment, unrealized gain on fair value of derivative financial liability, impairment of property,plant and equipment and foreign exchange loss for the quarter ended September 30, 2014 compared to a net operating income of $ 35,673 for corresponding period of 2013. Depreciation of property, plant and equipment excluding mine development costs during the third quarter totalled $ 57,654 which compared with $ 89,921 for the third quarter of 2013. This decrease is due to both the disposal of property, plant and equipment in 2013 together with the depreciation charge being calculated on the reducing balance basis. Depreciation of mine development costs for the three months ended September 30, 2014, which is calculated on the unit of production basis, amounted to $ Nil compared to $ 25,184 for the quarter ended September 30, 2013. Following the suspension of production there was no depreciation of mine development costs during the third quarter of 2014. General administrative expenses for the quarter ended September 30, 2014 amounted to $ 253,291 compared to $ 262,189 for the third quarter of 2013. General administrative expenses are reviewed in more detail in Other MD&A Requirements on pages 26 and 27 of the MD&A. The loss on disposal of property, plant and equipment during the third quarter amounted to $ 50 compared to a gain of $ 592 for the third quarter of 2013. The unrealized gain on fair value of derivative financial liability arose as a result of the exercise price of the warrants issued during the earlier in 2014 being denominated in a currency other than the functional currency, resulting in these warrants being considered a derivative financial liability. The warrants are revalued at each period end with any gain or loss in the fair value being record in the consolidated statements of loss as an unrealized gain or loss on fair value of derivative financial liability. The unrealized loss for the quarter ended September 30, 2014 amounted to $ 133,000 compared to $ Nil for the third quarter of 2013. There was an impairment of assets during the third quarter which amounted to $ 2,921,884 compared to $ Nil for rhe corresponding period of 2013. This impairment followed a strategic review by the Company of its business, which process involved a revaluation of the Company s assets resulting in the aforementioned impairment loss. There was a Foreign exchange loss of $ 69,157 for the third quarter of 2014 which compared with a Foreign exchange loss of $ 22,715 for the third quarter of 2013. This has resulted in a net loss of $ 3,510,937 for the quarter ended September 30, 2014 compared to a net loss of $ 363,744 for the corresponding period of 2013. When the Net Loss is adjusted for non-cash items before changes in non-cash working capital the cash loss from operating activities amounted to $ 641,042 for the quarter ended September 30, 2014 compared to a cash loss from operating activities $ 318,599 for the quarter ended September 30, 2013 as per Condensed Interim Consolidated Statements of Cash Flows. The cash loss generated from operating activities after changes in non-cash working capital items amounted to $ 263,326 for the third quarter of 2014 compared to a cash loss from operating activities of $ 364,158 for the third quarter of 2013. Foreign currency translation loss, which is included in Condensed Interim Consolidated Statements of Comprehensive Loss amounted to $ 245,734 for the quarter ended September 30, 2014 which compared to a foreign currency translation gain of $ 354,915 for the third quarter of 2013. This resulted in a Total comprehensive loss of $ 3,756,671 for the quarter ended September 30, 2014 compared to a Total 9
comprehensive loss of $ 8,829 for the quarter ended September 30, 2013. The foreign currency translation loss during the third quarter of 2014 quarter arose mainly as a result of exchange differences relating to the assets that were impaired during the quarter. The exchange rate this current period is different from the exchange rate used to record the assets impaired when they were first acquired and the difference in foreign exchange was recorded in foreign exchange gain/loss in comprehensive income. The foreign currency translation gain during the third quarter of 2013 arose as a result of the net assets of the Company s UK subsidiaries, all of which are denominated in UK, being translated to Canadian dollars at period end exchange rates. The Canadian dollar exchange rate had weakened against UK at September 30, 2013 when compared to July 1, 2013 which has resulted in an increase in the Canadian dollar value of these net assets at September 30, 2013 when compared to July 1, 2013 resulting in the foreign currency translation gain. Total assets at September 30, 2014 amounted to $ 10,281,467 compared to $ 13,353,812 at December 31, 2013. Cash at September 30, 2014 was $ 54,759 compared to $ 166,617 at December 31, 2013. Accounts receivable and advances consisting mainly of trade debtors, reclaimable taxes and prepayments amounted to $ 98,250 at September 30, 2014 compared to $ 405,124 at December 31, 2013. The decrease in accounts receivable and advances is mainly due to a reduction concentrate sales receivables and prepaids. Inventories at September 30, 2014 amounted to $ 111,795 compared with an inventory of $ 338,865 at December 31, 2013. Inventory mainly consists of jewellery products and unworked gold belonging to the jewellery business. The decrease, which is included in the impairment loss, arose from the revaluation of jewellery products and unworked gold following the Company s decision to no longer pursue the jewellery business. Property, plant and equipment totalled $ 7,402,993 compared to $ 10,100,319 at December 31, 2013. The decrease in Property, plant and equipment was mainly due to a revaluation of the Company s assets which resulted in the impairment loss during the third quarter. This revaluation followed a strategic review of its business by the Company. Exploration and evaluation assets, consisting of development expenditures for the underground mine, totalled $ 2,068,330 at September 30, 2014 compared to $ 1,875,771 at the end of 2013. Long term deposit at September 30, 2014, representing funds held in trust in connection with the Company s asset retirement obligations, amounted to $ 545,340 compared to $ 467,116 at December 31, 2013. Following the transition to International Financial Reporting Standards (IFRS), property, plant and equipment, exploration and evaluation assets and long term deposit at the Company s Omagh mine, all of which are denominated in UK are now translated to Canadian dollars at period end exchange rates. Current liabilities at September 30, 2014 amounted to $ 3,653,668 compared to $ 4,814,910 at the end of 2013. The working capital deficit at September 30, 2014 amounted to $ 3,388,864 compared to a working capital deficit of $ 3,904,304 at December 31, 2013. Accounts payable and other liabilities totalled $ 808,253 compared to $ 1,217,360 at December 31, 2013. Amounts due to related parties at September 30, 2014 amounted to $ 2,845,415 compared to $ 3,597,550 at the end of 2013. The reduction in related party liability is mainly due to the share for debt exchange that was completed during the second quarter. The decommissioning liability at September 30, 2014 amounted to $ 553,951 compared to $ 528,810 at December 31, 2013. The derivative financial liability at September 30, 2014 amounted to $ 429,000 compared to $ Nil at the end of 2013. The derivative financial liability arose as a result of the exercise price of the warrants issued during the second quarter being denominated in a currency other than the functional currency, resulting in these warrants being considered a derivative financial liability. 10
Nine Months Ended September 30, 2014 The net loss for the nine months ended September 30, 2014 amounted to $ 4,309,640 which includes an asset impairment loss of $ 2,921,884 and compares to a net loss of $ 1,161,961 for the nine months ended September 30, 2013 as summarized below. Nine Months Ended September 30, 2014 $ Nine Months Ended September 30, 2013 $ Revenues 8,376 1,362,200 Production costs 260,957 1,371,445 Inventory movement 0 (24,029) Cost of sales 260,957 1,347,416 (Loss) Income before the undernoted (252,581) 14,784 Depreciation 184,917 361,935 General administrative expenses 873,000 853,969 (Gain) on disposal of property, plant and equipment (19,810) (65,123) Unrealized (gain) on fair value of derivative financial liability (77,000) 0 Impairment of property,plant and equipment 2,921,884 0 Foreign exchange loss 174,068 25,964 Net (Loss) for the period $ (4,309,640) $ (1,161,961) Sales revenues for the nine months ended September 30, 2014 amounted to $ 8,376 which compared to sales revenues of $ 1,362,200 for the corresponding period of 2013. Following the suspension of production during the fourth quarter of 2013 there were no concentrate sales from the mine during the first nine months of 2014. Cost of sales include production costs at the mine and inventory movements and totalled $ 260,957 for the nine months ended September 30, 2014 compared to $ 1,347,416 for the corresponding period of 2013. A summary of cost of sales is set out on Note 13 of the September 30, 2014 condensed interim consolidated financial statements. Production costs for the nine months ended September 30, 2014 amounted to $ 260,957 compared to $ 1,371,445 for the nine months ended September 30, 2013. Production costs at the mine, the majority of which are incurred in UK, include production wages, oil and fuel, equipment hire, repairs and servicing, consumables and royalties. There was no production during the first nine months of 2014 and this is reflected in the lower production costs for the period. These lower production costs included decreases in Production wages of $ 329,087 to $ 130,281 reflecting the reduced cost of production personnel following the redundancies that were effected during 2013, Oil and fuel decreases of $ 492,624 to $ 33,726 arising from reduced usage following the suspension of production, Repairs and servicing cost decreases of $ 121,220 to $ 11,927 due primarily to the much reduced level of maintenance charges in the mill, Equipment hire decreases of $ 12,436 to $ 15,808 arising from the off-hire of machinery following the suspension of production, Consumable cost decreases of $ 122,956 to $ 8,055 due to there being limited throughput in the mill and Carriage costs decreases of $ 17,474 to $ Nil arising from there being no shipments during the first nine months of 2014. Royalty costs for the first nine months amounted to $ 29,791 compared to $ 32,725 for 2013. The royalty charged during the first nine months of 2014 is mainly a fixed minimum charge irrespective of there being no sales revenues during the period. 11
The inventory movement of $ Nil in the first nine months of 2014 compared to an inventory movement credit of $ 24,029 for the nine months ended September 30, 2013 which movement reflected an increase in inventory at September 30, 2013 when compared to January 1, 2013 inventory levels. This has resulted in a net operating loss of $ 252,581 before depreciation, general administrative expenses, gain on disposal of property,plant and equipment, unrealized gain on fair value of derivative financial liability, impairment of property,plant and equipment and foreign exchange loss for the nine months ended September 30, 2014 compared to a net operating income of $ 14,784 for corresponding period of 2013. Depreciation of property, plant and equipment excluding mine development costs during the first nine months of 2014 totalled $ 184,917 which compared with $ 293,518 for the first nine months of 2013. This decrease is due to both the disposal of property, plant and equipment in 2013 together with the depreciation charge being calculated on the reducing balance basis. Depreciation of mine development costs for the nine months ended September 30, 2014, which is calculated on the unit of production basis, amounted to $ Nil compared to $ 68,417 for the nine months ended September 30, 2013. Following the suspension of production there was no depreciation of mine development costs during 2014. General administrative expenses for the nine months ended September 30, 2014 amounted to $ 873,000 compared to $ 853,969 for the first nine months of 2013. General administrative expenses are reviewed in more detail in Other MD&A Requirements on pages 27 and 28 of the MD&A. The gain on disposal of property, plant and equipment during the first nine months of 2014 amounted to $ 19,810 compared to a gain of $ 65,123 for 2013. The unrealized gain on fair value of derivative financial liability arose as a result of the exercise price of the warrants issued during the second quarter being denominated in a currency other than the functional currency, resulting in these warrants being considered a derivative financial liability. The warrants are revalued at each period end with any gain or loss in the fair value being record in the consolidated statements of loss as an unrealized gain or loss on fair value of derivative financial liability. The unrealized gain for the nine months ended September 30, 2014 amounted to $ 77,000 compared to $ Nil for the corresponding period of 2013. There was an impairment of assets during the nine months ended September 30, 2014 which amounted to $ 2,921,884 compared to $ Nil for rhe corresponding period of 2013. This impairment followed a strategic review by the Company of its business, which process involved a revaluation of the Company s assets resulting in the aforementioned impairment loss. There was a Foreign exchange loss of $ 174,068 for the first nine months of 2014 which compared with a Foreign exchange loss of $ 25,964 for 2013. This has resulted in a net loss of $ 4,309,640 for the nine months ended September 30, 2014 compared to a net loss of $ 1,161,961 for the corresponding period of 2013. When the Net Loss is adjusted for non-cash items before changes in non-cash working capital the cash loss from operating activities amounted to $ 1,610,718 for the nine months ended September 30, 2014 compared to a cash loss from operating activities of $ 881,526 for the nine months ended September 30, 2013 as per the Condensed Interim Consolidated Statements of Cash Flows. The cash loss from operating activities after changes in non-cash working capital items amounted to $ 976,658 for the first nine months of 2014 compared to a cash loss of $ 1,064,744 for 2013. Foreign currency translation gain, which is included in Condensed Interim Consolidated Statements of Comprehensive Loss amounted to $ 116,514 for the nine months ended September 30, 2014 which compared to a foreign currency translation gain of $ 247,612 for 2013. This resulted in a Total comprehensive loss of $ 4,193,126 for the nine months ended September 30, 2014 compared to a Total comprehensive loss of $ 914,349 for the nine months ended September 30, 2013. The foreign currency translation gain during both periods arose as a result of the net assets of the Company s UK subsidiaries, all of which are denominated in UK, being translated to Canadian dollars at period end exchange rates. The 12
Canadian dollar exchange rate had weakened against UK at September 30, 2014 when compared to January 1, 2014 which has resulted in an increase in the Canadian dollar value of these net assets at September 30, 2014 when compared to January 1, 2014 resulting in the foreign currency translation gain. However, for the nine months ended September 30, 2014 the foreign currency translation gain was partially offset by a foreign currency translation loss which arose as a result of exchange differences relating to the assets that were impaired during the third quarter. The exchange rate this current period is different from the exchange rate used to record the assets impaired when they were first acquired and the difference in foreign exchange was recorded in foreign exchange gain/loss in comprehensive income. REVIEW OF OPERATIONS 2014 Financing Activities There were no financing activities during the third quarter of 2014. During the second quarter Galantas completed a private placement financing for aggregate gross proceeds of approximately UK 516,500. Pursuant to the offering, an aggregate of 10,330,000 units were sold at a price of UK 0.05/$ 0.09375 per common share. Each unit comprised of one common share and one common share purchase warrant. Each warrant will entitle the holder to acquire a further common share of the Company at a price of UK 0.10 per share for a period two years from the date the subscription was closed. Commissions of $ 8,126 were paid in connection with the placing. 2014 Production There was minimal production at the Omagh mine during the three and nine months ended September 30, 2014. Production at the Omagh mine was suspended during the fourth quarter of 2013 following a fall in the concentrate gold grade together with weakening gold prices. The main production focus during 2013 had been on the processing of ore from the low grade stockpile. Earlier in 2013 there had been some limited open pit mining on the Kerr vein which ceased during the first quarter when the pit met its planned design limit. In 2012 mining from the Kearney pit had become totally restricted as a result of the surplus rock stockpile on the site reaching capacity levels. This surplus rock was due to be transported from the site in 2012 with the Omagh mine having completed construction of public road improvements at its own cost to comply with the conditions of the planning consent. However, following a judicial review brought by a private individual on the grounds of procedural failings by Planning Services, the planning consent was quashed with the surplus rock remaining on site. This ongoing limitation resulted in production being from low grade sources up until the suspension of production later in 2013 which resulted in further cost reduction measures being implemented at the Omagh mine including the laying off of the majority of its operatives. Later in 2013 and during the first half of 2014 the Company commenced pilot tests with regards to the processing of tailing cells filled during the earlier operation of the mine. The results confirmed pre-existing data that indicated the tailings contain between 0.5g/t gold and 1 g/t gold and would meet European Union standards for definition as inert material. A low energy cost processing solution, based upon a Knelson CD12 centrifugal gravity concentrator, which was already utilised in the gold processing plant in a secondary role, was pilot tested as a prime re-treatment component for flotation tailings. The initial testwork was encouraging. The tailings did not require comminution (crushing and grinding) for re-processing by this method. Extended in-house tests with the Knelson concentrator produced a variation in results in terms of grade and recovery. Consequently, alternative gravity oriented test-work was carried out. The results successfully indicate that it is possible to uprate tailings by a low energy consuming, bulk gravity method from 0.5-1.0 g/t to 2-3 g/t gold. The higher feed grade produced in testing has been tested with froth flotation in the Company s in-house laboratory to simulate production flotation in the company s processing plant, followed by an additional gravity scavenging treatment. The results indicate that a finer grind than was previously required may be necessary to enhance the concentrate grade. An investigation of process economics suggests that the operation may best be carried out in conjunction with processing ore from the underground mine. 13
Planning During 2012 the planning application for an underground mine together with the Environmental Impact Study in connection with the proposed underground development were submitted to the Planning Services. Extensive consultations have taken place with statutory, regulatory agencies and third parties.the Company understands a timeline in the fourth quarter of 2014 is possible for a final determination. However it should be noted that the timeline for delivery of the determination is not within the control of the Company. Reserves and Resources During 2012 ACA Howe International Ltd (Howe UK) completed an Interim Resource to Canadian National Instrument NI 43-101 compliant mineral resource estimate and a Preliminary Economic Assessment for the Omagh Gold Project (see press release dated July 3, 2012). This report, which was based on drilling results and analyses received to June 2012, identified all resources discovered at that date. The Company subsequently filed a complete Technical Report on SEDAR in August 2012. An updated resource estimate was prepared by the Company during the second quarter of 2013 based on drilling results received to May 5, 2013 (see press release dated June 12, 2013). The drilling programme, subsequent to June 2012, was targeted to increase the amount of measured and indicated resources related to the potential development of an underground mine. Galantas subsequently filed an updated Technical Report on SEDAR in July 2013. Work continued during 2014 on updating the resource estimate to incorporate results from later drill holes not available previously. The main veins were re-strung to incorporate the new drill data and accommodate the revised cut-off grade and minimum mining width parameters. Importantly, the Joshua and Kearney drill intersects were strung to individual historic channels, this time consuming process has incorporated all of the available assay data in order to make a more informed assessment of grade continuity and vein geometry. Based upon this updated technical analysis work continued on finalising a revised NI 43-101 report which included the delineation of mining reserves, the completion of a detailed mining plan, mining schedule and comprehensive cost estimates, based upon underground working of the Joshua and Kearney veins. During the third quarter 2014 Galantas reported a revised updated estimate of gold resources together with a Preliminary Economic Assessment (PEA) update (see press release dated July 28, 2014). The revised estimate of resources is in compliance with the Pan European Reporting Code (PERC), Canadian Institute of Mining, Metallurgy and Petroleum (CIM) standards and Canadian National Instrument (NI) 43-101 and is summarised below. RESOURCE CATEGORY RESOURCE ESTIMATE : GALANTAS 2014 CUT-OFF 2 g/t Au TONNES GRADE Au Ozs (Au g/t) Increase over GAL 2013 report MEASURED 138,241 7.24 32,202 55% INDICATED 679,992 6.78 147,784 21.4% INFERRED 1,373,879 7.71 341,123 15.4% Minerals Resources that are not Mineral Reserves do not have demonstrated economic viability. Overall there has been a 19% increase in resources since the Galantas June 2013 Resource Report and a 60% increase in resources since the July 2012 Resource Report by ACA Howe International Ltd. The 14
increases since 2012 largely relate to the Kearney and Joshua veins, since this is where the drilling program has been concentrated. The drilling program was mainly designed to focus on increasing the quantity of Measured and Indicated resources on these two veins, to support potential bank funding opportunities for the financing of production. The resource estimate for each vein is tabulated below. RESOURCE ESTIMATE BY VEIN : GALANTAS 2014 MEASURED INDICATED INFERRED TONNES GRADE Au (g/t) Contained Au (oz) Tonnes GRADE Au (g/t) Contained Au (oz) Tonnes GRADE Au (g/t) Contained Au (oz) KEARNEY 76,936 7.48 18,490 383,220 6.66 82,055 909,277 6.61 193,330 JOSHUA 54,457 7.25 12,693 216,211 7.92 55,046 291,204 10.74 100,588 KERR 6,848 4.63 1,019 12,061 4.34 1,683 23,398 3.2 2,405 ELKINS 68,500 4.24 9,000 20,000 5.84 3,800 GORMLEYS 75,000 8.78 21,000 PRINCES 10,000 38.11 13,000 SAMMY S 27,000 6.07 5,000 KEARNEY NORTH 18,000 3.47 2,000 TOTAL 138,241 7.25 32,202 679,992 6.78 147,784 1,373,879 7.71 341,123 The resources are calculated at a cut-off grade of 2 g/t gold (Au), numbers are rounded, gold grades are capped at 75 g/t gold and a minimum mining width of 0.9m has been applied. Measured and Indicated resources on Kearney vein have increased to 100,545 ounces of gold from 69,000 ounces in 2012. Measured and Indicated resources on Joshua vein have increased to 67,739 ounces of gold from 15,800 ounces in 2012. The Kearney and Joshua veins are the early targets of underground mining. Combined Measured and Indicated resource category on these two veins are estimated at 168,284 ounces of gold, with 293,918 ounces of gold in the Inferred resource category. Both vein systems are open at depth. With regards to the Preliminary Economic Assessment a restricted portion of Inferred resources for two veins - Joshua and Kearney have been included in the mining plan with the Measured and Indicated resources. The Inferred resources (which have lower statistical support than Measured or Indicated Resources) are contiguous with Measured or Indicated resources and / or lie within scheduled mining areas. The use of Inferred resources, in a restricted qualifying manner, is permitted by the PERC code in regard to economic studies but is excluded within NI 43-101, except within a Preliminary Economic Assessment. PERC is an approved code is respect of NI 43-101. As part of PERC requirements, a comparative Feasability study will be included in the detailed technical report which will not include Inferred resources and will also include studies on sensitivity to gold price. The total of scheduled Measured and Indicated ounces utilised within the mining study is 104,627 ounces. The Inferred resources scheduled in the economic study are estimated at 60,635 ounces. Total Inferred resource estimated on the Joshua and Kearney orebodies is 293,918 ounces of gold. The amount of Inferred resources included in the PEA amounts to 20.6% of the total Inferred resources estimated on these 15