This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions.
While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report. Except as required by applicable law, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited interim financial statements for the three and six months ended September 30, 2015 are expressed in US dollars and are prepared in accordance with generally accepted accounting principles in the United States of America. They reflect all adjustments (all of which are normal and recurring in nature) that, in the opinion of management, are necessary for fair presentation of our interim financial information. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for our fiscal year ending March 31, 2015. Our unaudited financial statements and notes included therein have been prepared on a basis consistent with and should be read in conjunction with our audited financial statements and notes for the year ended March 31, 2015, as filed in our annual report on Form 10-K.
The following discussion should be read in conjunction with our interim financial statements and the related notes that appear elsewhere in this quarterly report.
GOLD TORRENT, INC. (the "Company") was incorporated as a Nevada corporation on August 15, 2006 under the name "Celldonate Inc." and we have no subsidiaries. Historically we were in the business of developing mobile monetization solutions and applications. On January 16, 2014, the Company changed its name to "Gold Torrent, Inc." in order to better reflect the direction and business of the Company. On November 19, 2014, the Company entered into a Spin-off Agreement with a company controlled by a former shareholder to sell all intellectual property associated with the previous business of the Company, pursuant to which the Company was released from liabilities of $420,503.
Going forward, we plan to focus on acquiring ownership in late-stage exploration to development-stage gold mining projects and/or royalty or streaming interests in low capital intensity, late-stage mining projects in North America but may pursue other profitable business opportunities that are available to us. Our main focus will be on identifying solid resources, and then utilize funding to bring a distressed asset into production, while either securing equity ownership or rights of title in the form of royalties. We are targeting pre-production resource projects that are well understood, show strong financial projections and low capital intensity, where we can apply capital to take the projects into production within 12-36 months.
On July 28, 2014, the Company entered into a non-binding Letter of Intent ("LOI") with a third party to negotiate and enter into a Joint Venture Agreement ("JV Agreement") for the development of the gold property known as Willow Creek, Alaska. Accordingly, the Company has undertaken a due diligence investigation into the project, which was completed on September 26, 2014. On November 5, 2014, the Company signed an Exploration and Option to Enter Joint Venture Agreement for the Willow Creek project in Alaska ("Exploration and Option Agreement") with Miranda U.S.A., Inc. ("Miranda"). The Exploration and Option Agreement provides the Company with the right to earn up to 70% interest in a joint venture with Miranda Gold Corp. by making certain expenditures over the next three years totaling US$10 million. The principal terms of the Exploration and Option Agreement provide that the Company can earn an initial 20% interest in the Willow Creek gold project by incurring an initial work commitment of $1,070,000 before November 5, 2015 in costs related to exploration and development of the project. The Company shall be the manager of the initial joint venture. The management committee during the initial earn-in period shall be comprised of one nominee from the Company and one nominee from Miranda
Upon completion of the initial work commitment, the Company can then either terminate the agreement or exercise an option to enter into a limited liability company ("JV") with Miranda under the following terms:
Miranda will assign the underlying twenty-year lease that includes 8700 acres of patented mining claims and State Claims on the Willow Creek project to the JV and Miranda will retain a 30% participating interest in the JV;
The Company will sole fund the next US$8.93 million of expenditures on the JV to earn a 70% interest in the JV in two stages over the next two years; and
The Company shall be entitled to 90% of the cash flow from production at the Willow Creek project until it recovers its US$10 million initial capital investment, and 80% of the cash flow from production thereafter until it recovers any of its initial investment that exceeds $10 million, and thereafter shall be entitled to 70% of project cash flows. Miranda shall be entitled to 10%, 20% and 30%, respectively, of the Willow Creek cash flow.
The Company plans to complete initial engineering, resource, permitting, and economic studies during the initial earn-in period with a goal to bring the initial Coleman area gold resource into production as soon as possible. Expansion and exploration drilling is planned during construction and during commercial production and is expected to expand the initial known mineralization well beyond the current levels.
Since our inception, we have incurred operational losses. We have also accumulated net losses since our inception and incurred a net loss for the most recent audited and interim periods. During the six months ended September 30, 2015, to finance our operations, we have received advances from related parties, loan payables and completed several rounds of financing, raising $705,900 through private placements of our common stock.
Results of Operations
For the Three Months ended September 30, 2015
During the three months ended September 30, 2015, we incurred a net loss of $268,617, compared to a net loss of $165,734 during the same period in the prior year.
Our net loss per share for the three months ended September 30, 2015 was $0.03. Our net loss per share for the three months ended September 30, 2014 was $0.04.
During the three months ended September 30, 2015, we incurred total expenses of $268,617, compared to total expenses of $165,734 during the same period in the prior year.
Our total expenses during the three months ended September 30, 2015 consisted of $28,000 in accounting and legal fees, $53,609 in exploration and evaluation costs, $43,854 in licenses and fees, $3,744 in advertising and promotion, $121,250 in executive compensation, $2,578 in bank charges and finance fees, $5,467 in office expenses, $8,850 in share-based payments, and $1,265 in travel and entertainment. For the same period in fiscal 2014, $27,921 in accounting and legal fees, $25,235 in exploration and evaluation costs, $3,471 in licenses and fees, $1,885 in bank charges and finance fees, $934 in office expenses, and $106,288 in share-based payments. Our total expenses are higher mainly due to the higher exploration and evaluation costs, executive compensation, and license fees, consisting mainly of surveying expenses and consultations related to the Willow Creek property in the current year.
For the Six Months ended September 30, 2015
During the six months ended September 30, 2015, we incurred a net loss of $700,134, compared to a net loss of $222,327 during the same period in the prior year.
Our net loss per share for the six months ended September 30, 2015 was $0.09. Our net loss per share for the six months ended September 30, 2014 was $0.05.
During the six months ended September 30, 2015, we incurred total expenses of $700,134, compared to total expenses of $222,327 during the same period in the prior year.
Our total expenses during the six months ended September 30, 2015 consisted of $42,500 in accounting and legal fees, $406,104 in exploration and evaluation costs, $85,015 in licenses and fees, $3,744 in advertising and promotion, $121,250 in executive compensation, $9,153 in bank charges and finance fees, $10,607 in office expenses, $8,850 in share-based payments, and $12,911 in travel and entertainment. For the same period in fiscal 2014, we incurred expenses of $49,921 in accounting and legal fees, $25,235 in development exploration cost, $5,729 in licenses and fees, $31,250 in finders' fees, $2,703 in bank charges and finance fees, $1,201 in office expenses, and $106,288 in shares-based payments.. Our total expenses are significantly higher. The variation in expenses is mainly due to the higher exploration and evaluation costs, executive compensation, and license fees in the current year, while we did not incur finder's fees and share-based payments for stock options granted during the previous period.
Liquidity and Capital Resources
We have limited operational history, and did not generate any revenues. As of September 30, 2015, we had $202,963 in cash, $480,154 in total liabilities and a working capital deficit of $227,191. As of September 30, 2015, we had an accumulated deficit of $1,436,349. We are dependent on funds raised through equity financing, related parties, and loan payables. Our operations were funded by equity financing and advances from shareholders and former related parties. We anticipate that we will incur substantial losses for the foreseeable future and our ability to generate any revenues in the next 12 months continues to be uncertain.
During the six months ended September 30, 2015, we used $381,149 in cash on operating activities, compared to cash used of $63,466 on operating activities during the same period in fiscal 2014. Our increase in cash spending on operating activities between the two periods was primarily due to making cash payments for operating costs as described above.
During the six months ended September 30, 2015 and 2014, we did not engage in any investing activities.
During the six months ended September 30, 2015, the Company received an additional $705,900 in proceeds from issuance of common stock, compared to $nil during the same period in fiscal 2014. We made payments of $201,825 on the outstanding stockholders' loan balance compared to receiving $80,000 in cash loan during the same period in fiscal 2014. These loans are due on dates between October 31, 2015 and January 23, 2016, are unsecured, and are 10% and 11% interest-bearing. For the period ending June 30, 2015 the Company has accrued interest of $8,803 (March 31, 2015 - $11,686).
During the six months ended September 30, 2015, our monthly cash requirements to fund our operating activities, including advances from former related parties, was approximately $63,525 compared to approximately $7,052 during the same period in fiscal 2014. In the absence of the continued sale of our common stock or advances from the former or new related parties, our cash of $202,963 as of September 30, 2015 is not sufficient to cover our current monthly burn rate for the foreseeable future and not enough to pay our current liabilities balance of $368,904. Until we are able to complete private and/or public financing as described below, we anticipate that we will rely on loans from shareholders to proceed with our plan of operations. Subsequent to September 30, 2015, we received proceeds from issuance of common stock of $400,000.
Our business strategy going forward is to acquire ownership in late-stage exploration to development-stage gold mining projects and/or royalty or streaming interests in low capital intensity, mining projects in North America. Our main focus will be on identifying solid resources, and then utilize funding to bring a distressed asset into production, while either securing equity ownership or rights of title in the form of royalties.
We expect to require approximately $1,200,000 to carry out our business strategy. Our plan of operations over the next 12 months is to obtain the necessary financing to fill a number of key operational positions. If we secure less than the full amount of financing that we require, we will not be able to carry out our complete business plan and we will be forced to proceed with a scaled back business plan based on our available financial resources.
We have not generated any revenues, have achieved losses since our inception, and rely upon the sale of our securities, loans and advances from former related parties to fund our operations. We anticipate that we will incur substantial losses for the foreseeable future, and we are dependent upon obtaining outside financing to carry out our operations. Our unaudited financial statements for the three and six months ended September 30, 2015 have been prepared on a going concern basis and do not include any adjustments that might result from the outcome of this uncertainty.
We will require approximately $1,200,000 over the next 12 months in order to enable us to proceed with our plan of operations, including paying our ongoing expenses. These cash requirements are in excess of our current cash and working capital resources. Accordingly, we intend to raise the balance of our cash requirements for the next 12 months from private placements, advances from related parties or possibly a registered public offering (either self-underwritten or through a broker-dealer). If we are unsuccessful in raising enough money through such efforts, we may review other financing possibilities such as bank loans. At this time we do not have a commitment from any broker-dealer to provide us with financing, and there is no guarantee that any financing will be available to us or if available, on terms that will be acceptable to us.
If we are unable to obtain the necessary additional financing, then we plan to reduce the amounts that we spend on our operations so as not to exceed the amount of capital resources that are available to us. If we do not secure additional financing our current cash reserves and working capital will not be sufficient to enable us to sustain our operations for the next 12 months, even if we do decide to scale back our operations.
Off-Balance Sheet Arrangements
To provide incentive towards the development of the goals, an Equity Incentive Plan for employees, executives, directors and consultants awards 220,000 shares when certain performance goals have been achieved. One third will be triggered upon closing of corporate financing, one third upon commencement of construction of the mine and one third upon commencement of construction of the mill. Additional options have been granted in conjunction with the Equity Incentive Plan for employees, directors and consultants. During the period ended September 30, 2015, the Company granted no options, and plans to terminate the stock option plan and replace it with a new one upon closing of financing.
A cash bonus of $40,000 each will be awarded to Mr. Pete Parsley and Mr. Ryan Hart upon the successful funding of the Company of at least $5 million.
Critical Accounting Policies
Our unaudited interim financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete summary of these policies is included in Note 2 of the notes to our unaudited interim financial statements. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by our management.
Foreign Currency Translation
Our unaudited financial statements are presented in United States dollars. Transactions in currencies other than the U.S. dollar are translated into U.S. dollars at the exchange rate in effect at the balance sheet date for monetary assets and liabilities, and at historical exchange rates for non-monetary assets and liabilities. Expenses are translated at the average rates for the period, excluding amortization, which is translated on the same basis as the related assets. Resulting translation gains or losses are reflected in net loss.
The Company records all share-based payments at fair value. Where equity instruments are granted to employees, they are recorded at the fair value of the equity instrument granted at the grant date. The grant date fair value is recognized through profit or loss over the vesting period, described as the period during which all the vesting conditions are to be satisfied.
Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received. When the value of goods or services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured by use of a valuation model.
At each balance sheet date, the amount recognized as an expense is adjusted to reflect the actual number of stock options expected to vest. On the exercise of stock options, common stock is recorded for the consideration received and for the fair value amounts previously recorded to contributed surplus. The Company uses the Black-Scholes option pricing model to estimate the fair value of share-based payments.
Recent Accounting Guidance Adopted
The Company has adopted Accounting Standards Update ("ASU") 2014-10, Development Stage Entities, which eliminates certain financial reporting requirements. As such, these interim financial statements no longer present inception-to-date information on the statements of operations, cash flows, and stockholders' deficiency. In addition, these interim financial statements are no longer labeled as a, "development stage entity".
In August 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-15, Presentation of Financial Statements-Going Concern. This ASU is intended to define management's responsibility to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. It is effective for annual periods beginning after December 15, 2016, with early adoption permitted. The Company does not expect it to have a material effect on the Company's financial condition, results of operations, and cash flows.
In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This ASU amends ASC 360, Property, Plant and Equipment and expands the disclosures for discontinued operations, and requires new disclosures for disposals of individually significant components that do not meet the new definition of a discontinued operation and are classified as assets held for sale. These provisions are effective for annual and interim periods beginning after December 15, 2014. The Company does not expect it to have a material effect on the Company's financial condition, results of operations, and cash flows.
The amounts presented in the unaudited interim financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.
Nov 16, 2015