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Guyana Goldfields Inc.

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FY2016 Annual Report · Guyana Goldfields Inc.
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2016 REVIEW

A GOLD MINE IN
PRODUCTION

TSX : GUY

2016 REVIEW

Chief Executive Officer’s Message 

Marked  by  the  achievements  of  several  important milestones, 2016  was  a  successful  year  for Guyana 
Goldfields as we started the year by declaring commercial production on January 1, 2016 at our flagship 
asset, the Aurora Gold Mine (“Aurora”) in Guyana, South America.  

Guyana Goldfields remains committed to the highest health, safety, environmental and corporate social 
responsibility standards and achieved zero lost time injuries during operations in 2016. We continue to 
work  closely  with  the  Guyanese  Government  and  local  communities  in  those  regards  throughout  all 
aspects of the Company.  

Aurora performed strongly in 2016 delivering total production of 151,600 ounces of gold in its first full 
year  of  production,  meeting  our  upwardly  revised  guidance  of  140,000  to  160,000  ounces.  With  a 
successful year of operations behind us, and a number of operating efficiencies and production growth 
initiatives  forecasted  for  2017,  the  Company  is  in  a  great  position  to  achieve  strong  operational 
momentum while being supported by a strong balance sheet and cash flow generation. 

We are excited about ramping up our exploration efforts in 2017 and prospective target areas are being 
pursued  with  the  goal  of  increasing  open  pit  resources  for  additional  feed  to  the  Aurora  mill.  The 
Company’s annual exploration budget has been significantly increased in order to support these efforts 
and the program will be success driven.  

We look forward to the year ahead as we execute on our milestones and continue to operate as Guyana’s 
premier  gold  producer  with  forecasted  gold  production  for  2017  of  160,000  –  180,000  ounces.  A  key 
component of our success is our commitment to the communities in which we operate, achieving the 
highest standards of environmental sustainability and ensuring health and safety for our employees and 
the community. On behalf of the Board of Directors, management and employees of Guyana Goldfields, 
we would like to thank our shareholders and stakeholders for their continued support.  

Sincerely, 

Scott A. Caldwell 
President, Chief Executive Officer and Director 
Guyana Goldfields Inc. 

 
 
 
 
 
 
 
 
Table of Contents

CEO'S MESSAGE

MANAGEMENT’S DISCUSSION AND ANALYSIS

Company Business  

2016 Year In Review  

2016 Highlights 

Fourth Quarter 2016 Highlights

Outlook  

Key Performance Drivers & Trends

Mine Operating Results

Full Year and Fourth Quarter 2016 Financial Results

Exploration Activities  

Equity Financial - July 2016

Financial Condition

Liquidity & Capital Resources   

Commitments & Contingencies 

Summary of Quarterly Financial Results

Outstanding Share Data   

Non-IFRS Performance Measures

Additional GAAP Financial Performance Measures

Risk Factors  

Forward-Looking Statements 

Technical Information

Accounting Disclosure 

FINANCIAL STATEMENTS  

Consolidated Balance Sheet  

Consolidated Statements of Comprehensive Income 

Consolidated Statements of Changes in Equity  

Consolidated Statements of Cash Flows  

Notes to Consolidated Financial Statements  

DIRECTORY 

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 GUYANA GOLDFIELDS INC. 

MANAGEMENT’S DISCUSSION AND ANALYSIS 

FOR THE YEAR ENDED 
DECEMBER 31, 2016 

-1- 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Table of Contents 

Company Business ............................................................................................................................................................. 3 

2016 Year In Review ............................................................................................................................................................ 4 

2016 Highlights .................................................................................................................................................................... 5 

Fourth Quarter 2016 Highlights ........................................................................................................................................ 5 

Outlook ................................................................................................................................................................................. 6 

Key Performance Drivers & Trends ................................................................................................................................. 8 

Mine Operating Results ...................................................................................................................................................... 9 

Full Year & Fourth Quarter 2016 Financial Results ...................................................................................................... 11 

Exploration Activities ........................................................................................................................................................ 13 

Equity Financing – July 2016 ........................................................................................................................................... 13 

Financial Condition ............................................................................................................................................................ 14 

Liquidity & Capital Resources ......................................................................................................................................... 15 

Commitments & Contingencies ....................................................................................................................................... 16 

Summary of Quarterly Financial Results ....................................................................................................................... 18 

Outstanding Share Data .................................................................................................................................................... 18 

Non-IFRS Performance Measures ................................................................................................................................... 18 

Additional Gaap Financial Performance Measures ...................................................................................................... 21 

Risk Factors ........................................................................................................................................................................ 21 

Forward-Looking Statements ........................................................................................................................................... 35 

Technical Information........................................................................................................................................................ 37 

Accounting Discloure ........................................................................................................................................................ 39 

-2- 

 
 
 
GUYANA GOLDFIELDS INC. 

MANAGEMENT’S DISCUSSION AND ANALYSIS 

The  following  management’s  discussion  and  analysis  (“MD&A”)  of  the  financial  condition  and  results  of 
operations of Guyana Goldfields Inc. (“Guyana Goldfields” or the “Company”) constitutes management’s 
review  of  the factors that  affected  the  Company’s  financial  and  operating  performance for  the  three  and 
twelve months ended December 31, 2016.  References to “Guyana Goldfields” in this MD&A refer to the 
Company and its subsidiaries taken as a whole.   

This MD&A should be read in conjunction with the  audited consolidated annual financial statements and 
the related notes for the year ended December 31, 2016, which have been prepared in condensed format 
in accordance with International Financial Reporting Standards (“IFRS”) as applicable to the preparation of 
annual financial statements, including International Accounting Standard IAS (“IAS”) 34 Interim Reporting.  
The  condensed  consolidated  annual  financial  statements  should  also  be  read  in  conjunction  with  the 
audited consolidated financial statements and the related notes for the twelve months ended December 31, 
2015, together with the notes thereto which have also been prepared in accordance with IFRS.   Results 
are reported in United States dollars, unless otherwise noted. Due to rounding, the sum of all the quarters 
may not add to the annual total and per ounce figures may not calculate based on the amounts presented. 
In  the  opinion  of  management,  all  adjustments  (which  consist  only  of  normal  recurring  adjustments) 
considered necessary for a fair presentation have been included.  Information contained herein is presented 
as at February 23, 2017 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  the 
Company’s common shares (“Common Shares”); or (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.  

Additional information relating to the Company, including its Annual Information Form for the most recently 
completed fiscal year, is available on SEDAR at www.sedar.com. The Company is a reporting issuer under 
applicable securities legislation in each of the provinces of Canada and its outstanding Common Shares 
are listed on the Toronto Stock Exchange under the symbol “GUY”.  

COMPANY BUSINESS  

Guyana  Goldfields  is  a  Canadian-based  company  engaged  in  the  investment,  acquisition,  exploration, 
development and operation of mineral property interests, principally gold resource properties  in Guyana, 
South America.  The Company’s primary focus is the production of gold from its 100% owned Aurora Gold 
Mine (or “Aurora”), which commenced commercial production on January 1, 2016.   

The Company also holds a contiguous 216,995 acre land package located in the Aranka district of Guyana 
approximately thirty kilometres northeast of the Aurora Gold Mine, known as the “Aranka Properties” which 
consist of a number of separate properties including Sulphur Rose.  The Company has a 100% interest in 
the  Aranka  Properties,  subject  to  a  net  smelter  royalty  (“NSR”)  that  varies  from  1.5%  to  2%  or  fixed 
payments in lieu thereof at the option of the Company.  

In addition, within an area located northeast from the Aurora Gold Mine, the Company also holds a 100% 
interest in certain additional properties known as the “Other Properties”, subject to a 1.5% NSR or a fixed 
payment in lieu thereof at the option of the Company. 

-3- 

 
 
2016 YEAR IN REVIEW 

2016 was a transformational year for Guyana Goldfields with the Company making the significant leap from 
developer to producer. In an industry where many of our peers stumble during this transition, the Company 
negotiated  this  progression  smoothly  building  the  Aurora  mine  on  time  and  on  budget  with  commercial 
production being declared on January 1, 2016.  

In  its  first  year  of  operation, the mine  performed  strongly  delivering  total  production  of  151,600  ounces, 
meeting  its  upwardly  revised  guidance  of  140,000  to  160,000  ounces.  Operating  cash  costs  (before 
royalties) of $496 per ounce sold were also in-line with guidance and confirmed the Company’s status as a 
lowest quartile cost producer. Behind the annual results though are more encouraging trends. An ongoing 
focus on and investment in operational improvements through the course of the year resulted in the fourth 
quarter for the Company being our best quarter in 2016 across all key operating and cost metrics. Mining 
throughput  rates,  mill throughput  rates  and  operating  costs  on  a  per  tonne  and  per  ounce  basis  for  the 
fourth quarter were all new records. Importantly, the solid results in 2016 were achieved without any lost 
time injuries. The  Company  has  also  demonstrated  an  excellent  environmental track  record to  date  and 
continues to benefit from strong relationships with the local government and communities. 

Combined with an uptick in the gold price in 2016, the Company’s strong operational results for the year 
delivered meaningful free cash flow to the balance sheet. This cash in conjunction with an equity raise in 
July of 2016 has not only significantly reduced the Company’s liquidity risk but also afforded the Company 
a  strong  platform from  which  to  grow.  At  the  end  of  2015,  the  Company  had  a  working capital  deficit  of 
$19.4 million and total debt outstanding of $144.8 million. At the end of 2016 the Company had a positive 
working capital balance of $111.4 million and a net debt balance of $78.4 million following the successful 
debt restructuring in the fourth quarter (see “Financial Condition”). Importantly, this restructuring lowered 
the cost of our debt, freed up a significant amount of restricted cash and removed various covenants and 
restrictions.     

Looking forward, and backed by strong operational momentum and a solid balance sheet, the Company 
will focus on three key areas: 

(i)  Operational  efficiencies  -  looking  to  2017,  there  are  still  obvious  opportunities  to  drive  further  cost 
efficiencies.  The  transition  from  rental  equipment  to  Company  owned  equipment  and  the  move  to  bulk 
emulsion explosives, both of which should be completed in the second quarter of this year, should deliver 
significant savings on our mining costs. Additionally, there should also be meaningful cost savings from the 
shift from contractor to owner operator for our logistics fleet. 

(ii) Production growth - on February 2, 2017, the Company released an updated feasibility study (the “2017 
Feasibility Study” as defined below) that reflected an expansion of the mill from 5,600 tonnes per day to 
8,000 tonnes per day. The proposed expansion of the mill is expected to be completed in two phases and 
increase annual production to above 200,000 ounces beginning in 2018 for the life of the mine with gold 
production expected to peak at 303,000 ounces in 2021. See “Technical Information”. 

(iii)  Exploration -  After  a lengthy  hiatus  during the financing  and  development  period  of the  Aurora  Gold 
Mine, exploration activity is expected to ramp up significantly in 2017 with a focus on both brownfield and 
greenfield  targets. Drilling is  expected  to  begin  on  brownfield targets  in  the first  quarter  of the  year  and 
greenfield  targets  in  the  second  half  of  the  year.  Exploration  success  in  finding  saprolitic  ore  on  these 
targets has the potential to extend open pit production and defer the second phase of the mill expansion.  

1 This is a non-IFRS measure.  Refer to “Non-IFRS Performance Measures” section in this MD&A 

-4- 

 
 
 
 
 
 
 
In its first year of operation, it is the Company’s view that the Aurora mine has confirmed its status as a 
scarce, high quality asset. Current reserves at Aurora stand at 3.5Moz at an average grade of 3.0 g/t Au 
which  equates,  according  to  the  2017  Feasibility  Study,  to  a  15-year  mine  life  with  average  annual 
production of 220,000 ounces at an average operating cash cost of $612 per ounce (including royalties). 
With a long mine life ahead, a growth plan in place and with exploration activities ramping up, the Company 
is excited about its future prospects. 

2016 HIGHLIGHTS 

 

In its inaugural year of production, the Aurora Gold Mine performed solidly delivering 151,600 ounces 
of gold production, in-line with the Company’s guidance.  

  Revenues  totaled  $194.2 million,  earnings from mine operations  came in  at  $71.1 million  and  cash 

flow from operations totaled $76.5 million or $0.47 per diluted share. 

  Cost of sales (including royalty and depreciation) for the year averaged $789 per ounce of gold sold. 
Cash costs (before royalty)1 trended down through 2016 and averaged $496 per ounce for the year.  
All-in  sustaining  costs1  for  the  year  were  $738  per  ounce,  slightly  below  the  Company’s  revised 
guidance range $740 to $760 per ounce. 

  The Company completed an equity financing and debt restructuring during the year resulting in a much 
strengthened balance sheet with $73.2 million of cash and a debt balance of $78.4 million at year end.  

  The Company reported an unrealized gain of $20.7 million for the year on its 7.2% interest in SolGold 
Plc (“SolGold”) which owns an 85% interest in the Cascabel Copper Gold Porphyry project located in 
Ecuador. The unrealized gain as at the date of this MD&A is $48.5 million.  

FOURTH QUARTER 2016 HIGHLIGHTS  

  The Aurora Gold Mine had a particularly strong fourth quarter producing 43,800 ounces of gold, an 
increase of 27% from 34,400 ounces in the prior quarter driven by higher grades and mill throughput.  

  The Company generated $23.5 million of operating cash flow during the fourth quarter, making it the 
strongest  quarter  for  cash  flow  generation  to  date  and  demonstrating  a  significant  increase  on  the 
$13.8 million of operating cash flow in the prior quarter.   

  Cost of sales (including royalty and depreciation) improved for the fourth quarter to $750 per ounce 
(compared to $811 per ounce in the prior quarter).  Cash costs (before royalty)1 of $446 per ounce and 
All-in sustaining costs1 of $678 per ounce in the fourth quarter were both new records for the Company.  

  Net earnings of $3.4 million ($0.02 cents per diluted share).  Fourth quarter earnings were negatively 
impacted by a non-recurring non-cash charge of $7.3 million ($0.04 cents per diluted share) that relates 
to the debt restructuring which was completed during the period. 

  The Company successfully refinanced its $160 million debt facility to a new $80 million debt facility at 

a lower interest rate, no cash sweeps and the release of $23 million of restricted cash. 

1 This is a non-IFRS measure. Refer to “Non-IFRS Performance Measures” section in this MD&A 

-5- 

 
                                                             
2016 & FOURTH QUARTER 2016 HIGHLIGHTS 

(in thousands of dollars, except ounces, per 
ounce and per share figures) 

Ounces produced 

Ounces sold 

Revenues 

Earnings from mine operations 
Earnings (loss) before tax 

Net earnings 

Net earnings per diluted share 

Comprehensive income  

Cash flow from operating activities 

Cash and cash equivalents 

Restricted cash  

Debt 

Total Assets 

2016 

151,600 

156,000 

$  194,153 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

71,099 

44,462 

26,985 

0.16 

47,683 

76,534 

73,151 

1,184 

78,413 

$  438,835 

Realized gold price per ounce 

$ 

1,245 

$ 
Cost of sales per ounce 
Cash costs per ounce before royalty1  $ 
All-in sustaining costs per ounce 1 

$ 

789 

496 

738 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

Year ended 
December 31 
2015 

    Three months ended 
            December 31 
2016 

2015 

-  $ 

54,809  $ 

- 

- 

-  $ 

-  $ 

(8,873)  $ 

20,063  $ 

0.13  $ 

20,063  $ 

(4,927)  $ 

12,899  $ 

27,272  $ 

144,760  $ 

367,391  $ 

2014 

- 

- 

-  $ 
(12,807)  $ 
(12,807)  $ 

(0.09)  $ 
(12,807)  $ 
(12,110)  $ 

17,211  $ 
33,311  $ 

62,417  $ 
253,925  $ 

43,800 

45,500 

20,673  $ 
9,379  $ 
3,405  $ 

0.02  $ 
14,215  $ 
23,267  $ 

73,151  $ 
1,184  $ 

- 

- 

- 

- 

(3,663) 

25,273 

0.16 

25,273 

(4,785) 

12,899 

27,272 

78,413  $ 
438,835  $ 

144,760 

367,391 

- 

- 

- 

- 

-  $ 
-  $ 
-  $ 

-  $ 

1,204  $ 
750  $ 
446  $ 

678  $ 

- 

- 

- 

- 

OUTLOOK 

2017 Guidance 

Gold production (000’s ounces) 

160-180 

Cost of sales (production costs, royalty & depreciation) ($ per ounce) 

$800-$850 

Cash cost1, excluding royalty ($ per ounce) 

All-in sustaining1 (“AISC”) ($ per ounce) 

$500-$550 

$775-$825 

The Company's production and cost guidance for 2017 is provided above. Due to mine sequencing gold 
production is expected to be slightly higher in the second half of the year relative to the first half. Similarly, 
due to the timing of sustaining capital expenditures, all-in sustaining costs are expected to be higher in the 
first  half  of  the  year  relative  to  the  second  half.  The  royalty  cost  is  based  on  an  assumed  gold  price  of 
$1,200 per ounce.  

1 This is a non-IFRS measure. Refer to “Non-IFRS Performance Measures” section in this MD&A 

-6- 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                             
The Company is well positioned financially to grow near-term production and ramp up exploration with a 
cash balance of $73.2 million at year end versus a total debt balance of $78.4 million. The Company issued 
the 2017 Feasibility Study (entitled “Independent Technical Report Updated Feasibility Study, Aurora Gold 
Mine Project” with an effective date of December 31, 2016) on February 2, 2017, that reflected an expansion 
of  the  current  processing  facility from  5,600  tonnes  per  day  (“tpd”)  to  8,000 tpd  based  on  a  two  phased 
approach.  

The first phase will increase the throughput rate from 5,600 tpd to 8,000 tpd incorporating a saprolite portion 
of the mill feed of between 25% and 50%. The first phase of the expansion is expected to commence later 
this quarter and be completed by the end of the first quarter of 2018 at a capital cost of approximately $21.4 
million. The second phase of the expansion will allow the processing of 8,000 tpd hard rock and is expected 
to  commence  in mid-2018  and  be  completed  by mid-2019  when  the  majority  of  saprolitic  ore  has  been 
exhausted. The expected capital cost of the second phase is approximately $26.9 million. The key results 
of the 2017 Feasibility Study are summarized below.  

Exploration efforts are expected to ramp up significantly in 2017 with drilling activity to commence at both 
near mine targets in the first quarter of the year and greenfield targets in the second half of the year.  

2017 Feasibility Study 

The 2017 Feasibility Study assumed a gold price of $1,200 per ounce and reflected an expansion of the 
processing facility from 5,600 tpd to 8,000 tpd. Key highlights from the study include:  

  Mineral Reserves increased to 3.5 Moz, up 15% from the previous reserve estimate with a higher 

assumed gold price more than offsetting depletion from 15 months of operations  

  Average annual production of 220,000 ounces over a 15-year mine life at an average cash cost of 

$612 per ounce (including royalties) 

  Average head grade of 2.99 g/t Au over the life of the mine  
  Net present value (“NPV”) of $850 million at a discount rate of 5% 
  Open pit mining ongoing through to 2024. Development of the underground operation is scheduled 

to commence in 2022 with first production expected in 2024.  

  Mill Expansion Phase 1: 

  Debottlenecking of the back end of the circuit 
  Expected  to  increase  throughput  from  5,600  tpd  to  8,000  tpd  based  on  a  saprolite/hard 

rock blend with a concurrent improvement in recoveries of ~1% 

  Expected completion by end of the first quarter of 2018 at a capital cost of $21.4 million 

  Mill Expansion Phase 2:  

  Addition of a ball mill resulting in increased recoveries of a further 1% to 2% 
  Expected to allow the processing of 8,000 tpd of hard rock 
  Expected completion by mid-2019 at a capital cost of $26.9 million 

  Both phases are fully permitted and are expected to be funded internally 

Reserves & Resources 

The Company has updated its Mineral Reserves for its Aurora Gold Mine utilizing a gold price of $1,200 
per  ounce  and  an  effective  date  of  December  31,  2016.  Overall  reserves increased  by  15%  to  3.5  Moz 

-7- 

 
compared  to the most  recent  reserve  estimate  which had  an  effective  date  of September  30,  2015  and 
utilized a gold price of $1,000 per ounce.  

Aurora Gold Mine Mineral Reserves  

Effective December 31, 2016 ($1,200/oz Au) 

Quantity 

(‘000 t) 

Grade 

(g/t Au) 

Contained Metal 

(‘000 oz) 

   336 

4,864 

5,200 

  2,934 

12,128 

16,519 

31,580 

36,781 

1.60 

2.99 

2.90 

1.91 

3.02 

3.19 

3.01 

2.99 

     17 

   468 

   485 

   180 

1,178 

1,694 

3,052 

3,537 

Category 

Proven 

  OP Saprolite 

  OP Rock 

Total Proven 

Probable 

  OP Saprolite 

  OP Rock 

  UG Rock 

Total Probable 

Total P&P 

Notes: 

1.  Mineral Reserves are based on a gold price of US$1,200 per ounce, 8% royalty and an average metallurgical 

recovery of 96.0% for saprolite and 94.0% for fresh rock material. 

2.  Open pit saprolite and rock reserves are reported at a cut-off grade of 0.44 g/t Au and 0.42 g/t Au for vein and 
upper saprolite material respectively. Open pit rock reserves are reported at a cut-off grade of 0.76 g/t Au and 
0.64 g/t Au for vein and Rory’s Knoll rock material respectively. 

3.  Underground fresh rock reserves are reported at a cut-off grade of 1.5 g/t Au. 
4.  Mineral Reserves are contained within Mineral Resources. 
5.  SRK Consulting (Canada) Inc. is not aware of mining, metallurgical, infrastructure, permitting, or other factors that 

could materially affect the mineral reserve estimates. 

KEY PERFORMANCE DRIVERS & TRENDS 

The price of gold is the largest single factor in determining the Company’s profitability and cash flow from 
operations.  Historically, the price of gold has been subject to volatile price movements over short periods 
of time and is affected by numerous macroeconomic and industry factors that are beyond the Company’s 
control.   Major influences  on  the  gold  price include currency  exchange  rate fluctuations  and  the  relative 
strength of the U.S. dollar, the supply of and demand for gold and macroeconomic factors such as the level 
of interest rates and inflation expectations.   

The price of gold in 2016 based on the London Bullion Market Association PM Fix is summarized in the 
chart below. The gold price averaged $1,251 per ounce for the year with prices peaking in the third quarter 
before pulling back in the fourth quarter to an average price of $1,218 per ounce. Subsequent to December 
31, 2016, the price of gold has mostly been in a trading range between $1,200 per ounce and $1,250 per 
ounce.  The Company has not entered into any gold hedging programs. 

-8- 

 
 
  
  
  
 
 
 
 
 
Other key performance drivers include production volumes and costs which are further discussed below. 

MINE OPERATING RESULTS  

KEY OPERATING STATISTICS 

Ore mined 
Waste mined 
Total Mined 
Strip ratio 
Tonnes mined per day 

tonnes 
tonnes 
tonnes 
waste:ore 
tpd 

2016 
2,507,200 
5,700,900 
8,208,000 
2.3 
22,400 

Q4 2016 
688,000 
1,899,800 
2,587,800 
2.8 
28,100 

Q3 2016 
642,200 
1,315,100 
1,957,300 
2.0 
21,300 

Q2 2016 
623,400 
1,076,700 
1,700,100 
1.7 
18,700 

Q1 2016 
553,600 
1,409,300 
1,962,900 
2.5 
21,600 

Ore processed 
Tonnes processed per 
day 
Head grade 
Recovery 
Mill utilization 

Gold Produced 
Gold Sold 
Average Realized Gold 
Price 

tonnes 
tpd 

g/t Au 
% 
% 

ounces 
ounces 
$/ounce 

1,889,000 
5,200 

507,500 
5,500 

491,200 
5,300 

427,700 
4,700 

462,600 
5,100 

2.74 
90.2 
89.1 

151,600 
156,000 
1,245 

2.94 
90.6 
87.3 

43,800 
45,500 
1,204 

2.42 
88.7 
89.9 

34,400 
33,300 
1,334 

2.61 
91.1 
90.2 

32,000 
36,600 
1,269 

3.07 
89.2 
89.0 

41,300 
40,500 
1,196 

Gold Production 

The  Company  had  a  strong  fourth  quarter,  producing  43,800 
ounces, its best quarter for the year. Throughput levels continue to 
improve,  averaging  5,500  tpd  in  the  quarter,  and,  due  to  mine 
sequencing, there was also an  uptick in the average head grade 
relative  to  the  prior  quarters.  Gold  produced for the  year  totalled 
151,600 ounces, which was in line with the Company’s upwardly 
revised guidance of 140,000 to 160,000 ounces.  

-9- 

1,0001,0501,1001,1501,2001,2501,3001,3501,400Jan-16Feb-16Mar-16Apr-16May-16Jun-16Jul-16Aug-16Sep-16Oct-16Nov-16Dec-16Gold PriceAverage quarterly realized price - 10 20 30 40 501Q 20162Q 20163Q 20164Q 2016Gold Production (koz) 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mining Activities 

Rory’s  Knoll  contributed  approximately  80%  of  the  mined  ore 
during  the fourth  quarter  with  the  remainder  being  sourced  from 
Aleck Hill, all of which was saprolite. The daily mining rate, which 
averaged 28,100 tpd during the period, showed steady increases 
relative  to  the  prior  two  quarters.  Heavy  rains,  particularly  in 
December,  were  mitigated  effectively  through  pit  dewatering 
efforts  and  did  not 
impact  overall  mine  production.  Pre-
development and stripping activities of the saprolite for the second 
phase  of  Rory’s  Knoll  and  at  Aleck  Hill  was  ongoing  during  the 
quarter. The stripping ratio of 2.8:1 during the period was roughly 
in line with budgeted levels. For the year, the average mining rate 
was 22,400 tpd at a strip ratio of 2.3.  

The delivery of the bulk emulsion explosives truck is expected by the end of the first quarter of 2017 and 
should deliver meaningful cost savings from the second quarter of 2017 onwards. The Company is also 
expanding its mining fleet in the first half of the year with the addition of new trucks, drills and excavators 
to accommodate higher mining rates related to an increase in the strip ratio in 2017. The expanded fleet 
will also eliminate the current reliance on rental equipment which should translate to lower mining costs on 
a per tonne basis. 

Processing Activities 

The  mill  processed  a  record  507,500  tonnes  or 
5,500 tpd in the fourth quarter. This was achieved 
despite a lower mill utilization rate in the quarter of 
87.3% related to three days of downtime to replace 
SAG mill liners  and  repair  work  on  the  trash  and 
trommel  screens  in  November.  Gold  recoveries 
increased from 88.7% in the third quarter to 90.6% 
in the fourth quarter. This was largely attributable 
to an improvement in grind size related to a higher 
proportion of saprolite ore being fed to the mill in 
the quarter (~22% versus 15% in the prior quarter).   

The mill  performed  strongly in its first full  year  of 
operation with throughput averaging 5,200 tpd in 2016 at an average recovery of 90.2%. Mill performance 
at the start of 2017 has been especially strong with an average throughput rate of 6,100 tpd achieved in 
January, a monthly record for the Company.    

As  of  December  31,  2016,  there  were  approximately  3,210  contained  ounces  of  gold  in  circuit  with  an 
additional 2,718 ounces in doré inventory ready to be refined. 

-10- 

 - 5,000 10,000 15,000 20,000 25,000 30,0001Q 20162Q 20163Q 20164Q 2016Mining Rate (tpd) - 0.50 1.00 1.50 2.00 2.50 3.00 3.50 - 1,000 2,000 3,000 4,000 5,000 6,0001Q 20162Q 20163Q 20164Q 2016(Au g/t)(tpd)Mill ThroughputRock OreSaprolite OreMill Head Grade 
Cash Costs & AISC 

for 

 Cost of sales (including depreciation & royalties) were 
$750  per  ounce  in  the  fourth  quarter  and  $789  per 
ounce 
the  year.  Production  costs  (mining, 
processing  and  site  G&A  costs)  in  2016  were  $77.4 
million for the year. This equates to an operating cash 
cost of $496 per ounce of gold sold1, which is in line 
with  the  Company’s  guidance  of  $487  to  $537  per 
ounce  of  gold  sold.  Fourth  quarter  production  costs 
were  $20.3  million  or  $446  per  ounce  of  gold  sold. 
This cost performance continued the downward trend 
on  a  cost  per  ounce  of  gold  sold  basis  through  the 
course of the year. The main drivers behind this trend 
were  lower  general  and  administrative  expenses  at 
the mine site, as the operation reached steady state 
levels,  and  lower  mining  costs,  due  to  improved 
availability  and  utilisation  of  mining  equipment  as  well  as  a  lower  reliance  on  more  expensive  rental 
equipment.  

Total cash costs1 for 2016 including the royalty expense of $15.5 million were $595 per ounce of gold sold. 
Total cash costs for the fourth quarter including the royalty expense of $4.4 million were $542 per ounce of 
gold  sold,  significantly  below  the  average for  the  nine months  ending  September  30,  2016,  of  $617  per 
ounce of gold sold, driven primarily by lower production costs as discussed above.   

All-in  sustaining  costs1  were  $678  per  ounce  in  the  fourth  quarter,  a  significant  drop  from  the  previous 
quarter of $796 per ounce. Total sustaining capex in the quarter was $3.9 million with $3.6 million of this 
related to deferred stripping at Rory’s Knoll and Aleck Hill. All-in sustaining costs1 for the year were $738 
per ounce, slightly below revised guidance of $740 to $760 per ounce.    

FULL YEAR & FOURTH QUARTER 2016 FINANCIAL RESULTS 

Commercial production at the Aurora Gold Mine commenced on January 1, 2016, and hence there are no 
comparable 2015 financial results for revenue – metal sales, cost of sales and net finance expense. 

Revenue – metal sales 

The Company generated revenue of $194.2 million in 2016 based on 156,000 ounces of gold sold at an 
average  realized  price  of  $1,245  per  ounce.  Fourth  quarter  revenues  of  $54.8  million  were  particularly 
strong due to a record quarter of 45,500 ounces of gold sold at an average realized price of $1,204 per 
ounce.   

1 This is a non-IFRS measure.  Refer to “Non-IFRS Performance Measures” section in this MD&A. 

-11- 

4006008001,0001,2001,4001Q 20162Q 20163Q 20164Q 2016($/oz)Costs per Ounce vs Gold PriceAISCOperating Cash CostRealized Au PriceGAAP Cost of Sales 
                                                             
Cost of sales 

Cost of sales for 2016 totaled $34.0 million for the fourth quarter and $123.0 million for the year. Cost of 
sales  are  comprised  of  royalties,  depreciation  and  production  costs  (which  have  been  previously 
discussed), and on a per ounce of gold sold basis were $750 for the fourth quarter and $789 for the year.  

Depreciation expense associated with fourth quarter mining activities was $9.4 million compared to $6.8 
million in  the third  quarter  of  2016. This increase  in  depreciation  expense  was  attributable  to the  higher 
amount of gold ounces sold in the fourth quarter. Depreciation expense for 2016 was $30.2 million. 

Corporate general & administrative expenses 

Corporate general and administrative expenses were $5.7 million in 2016 compared to $4.3 million in the 
prior year. Included in these costs are salaries and benefits, professional fees, shareholder relations and 
filing fees,  as  well  as  other  expenditures  associated  with  operating  the  Canadian  corporate  office.   The 
increase in expense is primarily attributable to the capitalization in the prior year of salaries and benefits of 
management  associated  with  development  activities  at  the  Aurora  Gold  Mine,  prior  to  commercial 
production. For the fourth quarter of 2016 corporate general and administrative expenses were $1.1 million, 
roughly in line with corporate general and administrative expenses of $1.0 million in the comparable quarter 
last year.  

Exploration and Evaluation Expenses 

Exploration and evaluation expense for the year ended December 31, 2016 was $1.4 million, roughly in line 
with exploration expenses of $1.6 million in 2015. There was a slight uptick in exploration expenditures in 
the fourth quarter to $0.5 million (compared to $0.2 million in the fourth quarter of 2015) as compilation and 
mapping activity proceeded up ahead of planned drill programs in 2017.  

Net Finance (Expense) Income 

The net finance expense in 2016 was $9.2 million for the fourth quarter and $17.7 million for the year. The 
large increase in the fourth quarter relates to a non-recurring, non-cash charge of $7.3 million resulting from 
the previously capitalized financing fees remaining on the balance sheet being charged to net earnings as 
part of the debt restructuring.  

Net earnings (loss) 

Net  earnings  for  the  fourth  quarter  of  2016  amounted  to  $3.4  million  ($0.02  cents  per  diluted  share), 
compared to net earnings of $25.3 million ($0.16 per diluted share) for the comparable quarter last year.  
Fourth  quarter  earnings  were  negatively impacted  by the  non-recurring  non-cash  charge  of  $7.3 million 
($0.04 cents per diluted share) as previously discussed.  

Net  earnings  for  2016  totaled  $27.0  million,  compared  to  2015  net  earnings  of  $20.1  million  ($0.13  per 
diluted share).  The 2015 net earnings were boosted by a non-cash recognition of a deferred tax asset of 
$28.9 million ($0.19 per diluted share).  

Comprehensive Income 

The Company reported a comprehensive income of $14.2 million in the quarter and $47.7 million for the 
year, versus a comprehensive income of $25.3 million and $20.1 million for the comparable quarter and 
year in 2015, respectively. The difference between Net Earnings and Comprehensive Income for the fourth 
-12- 

 
quarter and year in 2016 is attributable to a $10.8 million unrealized gain in the fourth quarter and $20.7 
million unrealized gain for the year on available for sale securities (see “Liquidity and Capital Resources” 
for more details). In 2015, Net Earnings and Comprehensive Income were equal.  

EXPLORATION ACTIVITIES 

Exploration activities during the fourth quarter consisted of mapping and assessment work at brownfield 
targets  proximal  to  the  Aurora  Gold  Mine  as  well  as  at  the  Company’s  Sulphur  Rose  deposit,  located 
approximately 20km to the northeast of the Aurora Gold Mine.  

Drilling is expected to commence on brownfield targets by the end of the first quarter. Initial drilling will be 
focused on the North West Aleck Hill target. Mapping and assessment work will also be ongoing through 
2017 on other brownfield targets on the Aurora Gold Mine concession.  

The  Company  completed  a  ground  IP  and magnetics  survey  during the fourth  quarter  at  Sulphur  Rose. 
Field work to follow-up on anomalies generated by the survey will be conducted in the first quarter with a 
goal  of  defining  drill  targets.  Geochemical  soil  sampling  and  additional  assessment  work  is  also  being 
completed at Wynamu, located approximately 30 km to the north of Sulphur Rose, ahead of a planned drill 
program ramping up later this year.   

EQUITY FINANCING – JULY 2016 

On  July  19,  2016,  the  Company  closed  a  public  offering  (the  “Offering”)  on  a  bought  deal  basis  of 
12,830,000 Common Shares from treasury at a price of $7.22 (Cdn$9.40) per Common Share.  On August 
22, 2016, the Company closed the exercise of the over-allotment option and issued an additional 1,500,000 
Common Shares at a price of $7.26 (Cdn$9.40) per Common Share. Gross proceeds on closing, including 
the  over-allotment,  were  $103.5  million  (Cdn$134.7  million).    Issuance  costs  of  $5.6  million  (Cdn$7.3 
million) represent underwriters’ commission relating to the Offering, as well as legal and regulatory costs. 

The net proceeds of the Offering, including the over-allotment, totalled $97.8 million and were expected to 
be used to fund a planned expansion of the Aurora Gold Mine that is anticipated to increase capacity from 
5,000  tpd  to  8,000  tpd,  for  expanded  exploration  activities,  for  debt  repayment,  for  general  corporate 
purposes, and may also include opportunistic investments in Guyana and elsewhere, all subject to board 
and lender approval. As part of the debt restructuring the Company paid down its debt balance by $55.7 
million in the fourth quarter. For the first phase of the mill expansion, the 2017 Feasibility Study assumed a 
capital cost of $21.4 million for the first phase of the mill to be spent in 2017 and the first quarter of 2018. 
The study also assumes an expansion of the mine fleet in 2018 at a cost of approximately $24.3 million. 
Exploration expenditures of $0.5 million in the fourth quarter were relatively modest, however investment 
in exploration in 2017 is expected to increase significantly with the commencement of drilling activity in the 
first quarter.   

Although the Company intends to expend the net proceeds from the Offering as set forth above, there may 
be circumstances where for sound business reasons, a reallocation of funds may be deemed prudent or 
necessary, and may vary materially from that set forth above. 

-13- 

 
FINANCIAL CONDITION 

(In thousands of dollars) 

Current assets 

Non-current assets 

Total assets 

Current liabilities 

Non-current liabilities 

Total liabilities 
Shareholders’ equity 

Total liabilities and equity 

December 31, 2016 

December 31, 2015 

$ 

$ 

$ 

$ 

145,366 

293,469 

438,835 

33,923 

68,068 

101,991 

336,844 

438,835 

$ 

$ 

$ 

$ 

42,449 

324,942 

367,391 

61,864 

121,711 

183,575 

183,816 

367,391 

The financial condition of the Company has strengthened significantly from a working capital deficit of $19.4 
million as at December 31, 2015, to a positive working capital balance of $111.4 million as at December 
31, 2016. This has been driven by both an increase in current assets and a decrease in current liabilities 
as outlined below.  

Current  assets  have  increased  by  $102.9  million  year  to  date  to  $145.4  million.  This  increase  can  be 
attributed  to  the Offering completed  in  July  2016, free  cash  flow  generation,  an  increase  in value  in  the 
Company’s SolGold investment as well as the transfer of $15.5 million in gold, parts and supplies inventory 
for the Aurora Gold Mine that was previously included within development costs as at December 31, 2015. 

The  decrease  in  current  liabilities  of  $27.9  million  in  2016  to  $33.9  million  is  driven  by  a  $26.7  million 
reduction in accounts payable and accrued liabilities related to the Aurora Gold Mine development period 
including the payment of all amounts owing under the engineering, procurement and construction contract 
(“EPC Contract”) ($18.0 million for the year). In addition, there was also a decrease in the current portion 
of long-term debt of $8.4 million related to the debt restructuring. 

The most significant liability on the Company’s balance sheet is the Company’s project loan facility for the 
Aurora Gold Mine. The original project loan facility was signed September 2, 2014, to provide for a $160.0 
million loan with a maximum term of eight years at a weighted average interest rate of 3-month LIBOR plus 
5.11%. On December 21, 2016, the Company announced that it had successfully refinanced this facility to 
a  new  project  loan  facility  (“New  Facility”).  The  New  Facility  amounts  to  $80  million  and  contemplates 
sixteen  (16)  quarterly  principal  repayments  of  $5  million  each  over  a  period  of  four  (4)  years  beginning 
March 31, 2017. Various covenants and restrictions have been removed including the release of $23 million 
of restricted funds held by the Lenders in the Overrun Equity Account, the elimination of cash sweeps, and 
a  reduction  of  1.3%  in  the  interest  rate  compared  to  the  original  loan  facility.  There  is  no  required  gold 
hedging  or  other  required  similar  provisions  associated  with  the  New  Facility  and  the  Company  is  in 
compliance with all key covenants under the New Facility as of the date of this MD&A.  As at December 31, 
2016, $80.0 million of principal was outstanding under the New Facility (current portion of $20.0 million and 
non-current portion of $60.0 million).    

Shareholders’ equity has increased by $153.0 million in 2016 to $336.8 million, substantially driven by the 
Offering completed in July 2016 and by comprehensive income of $47.7 million for the year. 

-14- 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIQUIDITY & CAPITAL RESOURCES  

The Company finished the year with a cash balance of $73.2 million. This strong cash position provides the 
Company with ample capacity to meet its most significant near-term liquidity requirements which consist of 
capital purchase requirements of $14.7 million, scheduled principal debt repayments of $20.0 million over 
the next 12 months ($5.0 million per quarter) and expected capital expenditure requirements of $21.4 million 
in 2017 and the first quarter of 2018 for the phase one expansion of the mill.   

Operating Cash Flows 

The  Company  generated  $23.5  million  of  operating  cash  flow  during  the  fourth  quarter,  making  it  the 
strongest quarter for cash flow generation to date and demonstrating  a significant increase on the $13.8 
million of operating cash flow in the prior quarter. The primary driver behind this increase was the strong 
operational results posted in the fourth quarter as previously discussed.  

For 2016, the Company generated $76.5 million of operating cash flow. In 2015, the Company’s Aurora 
Gold Mine was not in commercial operations, and as such had negative cash flows from operations for the 
year of $4.9 million. 

Financing Activities 

For 2016, total cash from financing activities was $26.6 million. The primary drivers behind this were a cash 
inflow of $103.5 million from the Offering which was offset by principal debt repayments of $75.7 million. 
Total  cash  from  financing  activities  in  the  fourth  quarter  was  an  outflow  of  $56.9  million.  This  primarily 
related  to  the  debt  restructuring  and  establishment  of  the  New  Facility  which  resulted  in  principal  debt 
repayments of $55.7 million for the period.  

For  the  year  ending  December  31,  2015,  the  Company  received  cash  inflow from financing  activities  of 
$91.2  million  that  came  from  advances  under  the  former  loan  facility  of  $87.1  million  to  enable  the 
construction of the Aurora Gold Mine and proceeds from the exercise of stock options of $4.2 million. 

Investing Activities 

Cash from Investing Activities was an inflow of $1.7 million for the fourth quarter. There was a significant 
cash inflow of $22.0 million that was released from the Company’s restricted cash accounts following the 
debt restructuring. This was offset an additional $3.5 million investment in SolGold, $3.6 million on deferred 
stripping and $3.0 million on additions to Property, Plant & Equipment.    

During  the  quarter,  the  Company  also  spent  $8.7  million  on  the  acquisition  of  a  modular  1,000  tpd 
processing plant and a 6MW power plant. The power plant will be sufficient to meet the additional power 
needs associated with the new ball mill which is to be installed in the second phase of the proposed mill 
expansion while the modular plant has the potential to be used at some of the Company’s satellite deposits 
pending exploration success. The modular plant was originally designed and built for the Hope Bay project 
in Canada and consists of a primary crusher, ball mill, gravity circuit, leach circuit and flotation circuit. The 
modular plant has never been used while the power plant was only in operation for approximately 18 months 
before being put on care and maintenance. The majority of the parts and equipment associated with the 
modular  plant  have  been  shipped  and  are  currently  in  storage  at  the  Company’s  Buckhall  facility  near 
Georgetown. The power plant is undergoing routine testing in Canada and is expected to be shipped to 
Guyana later this year.  

-15- 

 
During the third quarter, the Company purchased 81.3 million shares of SolGold at $0.08 per share for total 
consideration of $6.5 million pursuant to SolGold’s capital raising that closed on September 2, 2016. In the 
fourth quarter, the Company purchased an additional 21.9 million shares of SolGold at $0.16 per share for 
total consideration of $3.5 million pursuant to an additional capital raising that closed on October 17, 2016. 
In aggregate, the Company owns a 7.2% interest in SolGold’s issued share capital as of the date of this 
MD&A. SolGold owns an 85% interest in the Cascabel Copper Gold Porphyry project located in Ecuador. 
The Company believes Cascabel has the potential to be a world-class copper gold porphyry deposit based 
on the significant high grade intercepts of gold and copper mineralization from initial drilling at the project. 
The Company reported an unrealized gain of $10.8 million on its investment in the fourth quarter.  At the 
date  of  this  MD&A,  the  unrealized  gain is  $48.5 million. The  acquired  shares  of  SolGold  will  be  held for 
investment purposes. The Company may, from time to time, increase or decrease its ownership on SolGold 
depending on market and other conditions.    

In 2016, Cash from Investing Activities was an outflow of $42.7 million. This included $25.3 million related 
to the reduction of accounts payable and accrued liabilities related to the development of the Aurora Gold 
Mine, $27.2 million on property, plant and equipment, and $10.0 million on the SolGold investment. This 
was offset by the release of $26.0 million of restricted cash as previously discussed.  

In  2015,  there  was  a  cash  outflow  from  investing  activities  of  $90.1  million.  The  key  component  of  this 
outflow was $105.5 million spent on the development costs associated with the construction of the Aurora 
Gold Mine.    

Liquidity Outlook 

The Company anticipates that its mine operations will generate sufficient working capital and cash flow to 
cover operating requirements for the next twelve months, including principal debt and interest repayments.  

COMMITMENTS & CONTINGENCIES 

The Mineral Agreement and Mining Licence for the Aurora Gold Mine require the Company to undertake 
various  obligations  and  commitments  over  the  twenty-year  life  of  the  agreements.    The  Company  is  in 
compliance  in  all  material  respects  with  all  terms  and  conditions  of  the  Mining  Licence  and  Mineral 
Agreement for the Aurora Gold Mine.  The government of Guyana has the right to terminate the agreements 
in the event of default by written notice to the Company, subject to a dispute resolution process involving 
arbitration.  

-16- 

 
The Company is currently committed to $101.4 million for purchase obligations, contractual commitments 
and operating leases, as follows. 

(in thousands of dollars) 

Total 

2017 

2018 

2019 

2020 

80,000 

  20,000 

  20,000 

  20,000 

  20,000 

4,000 

1,050 

1,000 

458 

14,695 

  14,695 

1,686 

436 

1,000 

458 

- 

436 

1,000 

84 

- 

436 

1,000 

50 

- 

243 

$ 

101,431 

$ 

36,589 

$ 

21,894 

$ 

21,520 

$ 

21,293 

$ 

Debt principal 
repayments 
Mine closure funding 

Other contractual 
commitments 
Capital purchase 
commitments 
Operating leases 

Total 
Commitments 
At December 31, 
2016 

  There-
after 

- 

- 

135 

135 

The Company has entered into derivative contracts in order to manage its exposure to fluctuations in the 
market  price  of  diesel.    The  following  is  a  summary  of  the  Company’s  commitments  for  diesel  forward 
contracts at December 31, 2016: 

(In thousands of dollars other than per litre amounts) 

2017 

2018 

2019 

Total 

Contracted 
operating 
expenses 
5,464 

$ 

Number of litres 
hedged 
12,000,000 

Average 
rate per litre 
0.46 

5,888 

3,436 

13,400,000 

8,200,000 

  $ 

14,788 

33,600,000  $ 

0.41 

0.48 

0.44 

The diesel commodity swap forward contracts are secured under the Project Facility and documented in 
the form of an International Swap and Derivatives Association (“ISDA”) master agreement. 

Fair value  estimates  for  derivative  contracts  are  based  on  quoted  market  prices  provided  by  a financial 
institution and represent the amount the Company would have received from, or paid to, a counterparty to 
unwind the contract at the market rates in effect at the consolidated balance sheet date. The fair value of 
derivative instruments is as follows: 

(In thousands of United States dollars) 
Diesel forward contracts – net derivative liability 

  December 31, 2016  December 31, 2015 

  $ 

1,092  $ 

(2,320) 

-17- 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SUMMARY OF QUARTERLY FINANCIAL RESULTS 

 (Expressed in thousands of dollars except per share and ounce amounts).  (Quarterly results are unaudited) 

2016 

Q4 

Q3 

Q2 

Q1 

Q4 

Gold ounces produced 

  43,800  34,400  32,000  41,300  35,600 

Gold ounces sold 

  45,500  33,300  36,600  40,500  28,900 

Metal sales A 

Cost of sales 

$  54,809  44,403  46,411  48,530 

        Production costs 

  20,320  16,615  19,167  21,284 

        Royalty 

        Depreciation 

4,374 

9,442 

3,540 

6,841 

3,701 

7,924 

3,869 

5,977 

        Total cost of sales 

$  34,136  26,996  30,792  31,130 

  20,673  14,777  15,619  17,400 

- 

- 

- 

- 

- 

- 

Earnings from mine 
operations 
Net expenses B 

2015 

Q3 

300 

- 

- 

- 

- 

- 

- 

- 

Q2 

Q1 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

(2,064) 

(2,630) 

(2,464) 

(1,798) 

(1,544) 

(1,734) 

(2,013) 

(1,873) 

Net finance (expense) income 

(9,231) 

(2,835) 

(1,508) 

(4,107) 

(2,119) 

253 

198 

(41) 

Deferred tax (expense) 
recovery 
Net earnings (loss) 

Earnings (loss) per share: 

        Basic 

        Diluted 

(5,973) 

(3,021) 

(4,005) 

(4,478)  28,936 

- 

- 

- 

$ 

3,405 

8,921 

7,642 

7,017  25,273 

(1,481) 

(1.815) 

(1,914) 

$ 

$ 

0.02 

0.02 

0.05 

0.05 

0.05 

0.05 

0.05 

0.04 

0.16 

0.16 

(0.01) 

(0.01) 

(0.01) 

(0.01) 

(0.01) 

(0.01) 

A  All metal sales prior to commercial production were credited against capitalized Aurora Gold Mine assets under development, a 

B 

component of mineral properties, plant and equipment. 
Includes corporate general and administrative expenses, exploration and evaluation expenses, stock based compensation, and 
non-mine related depreciation expense (as separately disclosed in the condensed consolidated interim financial statements). 

OUTSTANDING SHARE DATA 

At  the  date  of  this  MD&A,  the  issued  and  outstanding  Common  Shares  totalled  171,383,469.    Options 
outstanding amounted to 8,014,844 at the date of this MD&A, each of which is exercisable to acquire one 
Common Share in accordance with the terms thereof.  

NON-IFRS1 PERFORMANCE MEASURES 

The Company has included certain non-IFRS performance measures in this MD&A.  These measures are 
not  defined  under  IFRS  and  should  not  be  considered  in  isolation.    The  Company  believes  that  these 
measures, together with measures determined in accordance with IFRS, provide investors with an improved 
ability to evaluate the underlying performance of the Company.  The inclusion of these measures is meant 
to  provide  additional  information  and  should  not  be  used  as  a  substitute  for  performance  measures 

1 IFRS – International Financial Reporting Standards 

-18- 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                             
prepared in accordance with IFRS.  These measures are not necessarily standard and therefore may not 
be comparable to other issuers.   

The Company has applied the World Gold Council’s June 2013 published guidance in reporting cash costs 
and all-in sustaining costs to its mining operations.  Adoption of cash costs and all-in sustaining cost metrics 
is voluntary and not necessarily standard, and therefore, these measures presented by the Company may 
not be comparable to similar measures presented by other issuers.  The Company believes that the cash 
costs and all-in sustaining cost measures complement existing measures reported by the Company.  

Total cash costs per ounce 

Total  cash  costs  are  a  common  financial  performance  measure  in  the  gold  mining  industry  but  with  no 
standard meaning under IFRS.  The Company reports total cash costs on a sales basis.  The Company 
believes  that,  in  addition  to  conventional  measures  prepared  in  accordance  with  IFRS,  such  as  sales, 
certain  investors  use  this  information  to  evaluate  the  Company’s  performance  and  ability  to  generate 
operating earnings and cash flow from its mining operations.  Management uses this metric as an important 
tool to monitor operating cost performance.  

Total cash costs include production and royalty costs.  Production costs include mining, processing, refining 
and transportation, and site administration, and in total are then divided by gold ounces sold to arrive at 
total cash costs per gold ounce sold. This measure also includes other mine related costs incurred such as 
mine standby costs and any current inventory write downs. Production costs are exclusive of depreciation.  
Other companies may calculate these measures differently. 

The following table  reconciles  these  non-IFRS measure  to the  December  31,  2016  consolidated interim 
statements of operations and comprehensive income (loss). 

(in thousands of dollars except ounces and 
per ounce calculations) 

Production costs (Cash costs) 

Divided by:  Gold ounces sold 

Total cash costs per ounce -
before royalty 

2016 

Q4 2016 

Q3 2016 

 Q2 2016 

Q1 2016 

$77,386 

156,000 

$496 

$20,320 

45,500 

$446 

$16,615 

33,300 

$499 

$19,167 

36,600 

$524 

$21,284 

40,500 

$525 

Cash costs - above 

Add royalty costs 

Total cash costs 

Divided by:  Gold ounces sold 

Total cash costs per ounce 

$77,386 

$15,484 

$92,870 

156,000 

$595 

$20,320 

$16,615 

$19,167 

$21,284 

$4,374 

$24,694 

45,500 

$542 

$3,540 

$20,156 

33,300 

$605 

$3,701 

$22,868 

36,600 

$625 

$3,869 

$25,153 

40,500 

$620 

Revenues – metal sales 

$194,153 

$54,809 

$44,403 

$46,411 

$48,530 

Production costs 

Royalty 

Operating profit 

Divided by:  Gold ounces sold 

Operating profit per ounce 

Operating profit margin 

$77,386 

$15,484 

$101,283 

156,000 

$649 

52% 

$20,320 

$16,615 

$19,167 

$21,284 

$3,540 

$24,248 

33,300 

$728 

55% 

$3,701 

$23,543 

36,600 

$644 

51% 

$3,869 

$23,377 

40,500 

$576 

48% 

$4,374 

$30,115 

45,500 

$661 

55% 

-19- 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
All-in sustaining cost per ounce 

“All-in sustaining cost per ounce” is also a non-IFRS performance measure.  The Company believes this 
measure  more  fully  defines  the  total  costs  associated  with  producing  gold;  however,  this  performance 
measure  has  no  standardized  meaning.    Accordingly,  there  may  be  some  variation  in  the  method  of 
computation  of  “all-in  sustaining  cost  per  ounce”  as  determined  by  the  Company  compared  with  other 
mining  companies.    In  this  context,  the  Company  calculates  AISC  as  the  sum  of  total  cash  costs  (as 
described above), share-based compensation, corporate general and administrative expense, exploration 
and  evaluation  expenditures  that  are  sustaining  in  nature,  reclamation  cost  accretion,  sustaining  capital 
including deferred stripping, and realized gains and losses on diesel derivative contracts, all divided by the 
gold ounces sold to arrive at a per ounce figure.  

Sustaining capital expenditures are expenditures that do not increase annual gold ounce production at a 
mine site and excludes expenditures at the Company’s development projects as well as expenditures that 
are deemed expansionary in nature. 

The following table  reconciles  these  non-IFRS measure  to the  December  31,  2016  consolidated interim 
financial statements. 

(in thousands of dollars except ounces 
and per ounce calculations) 

Total cash costs – as above 
Sustaining capital (1) (2) 
Corporate general and 
     administrative expenses 
Exploration and evaluation 
costs 
Stock based compensation 
Asset retirement obligation – 
     accretion (3) 
Realized loss on diesel 
forward 
     contracts (3) 
All-in sustaining costs  
Divided by:  Gold ounces sold 

All-in sustaining costs per 
ounce 

2016 

Q4 2016 

Q3 2016 

Q2 2016 

Q1 2016 

$92,870 
12,435 

5,740 

$24,694 
3,924 

1,065 

$20,156 
3,616 

1,907 

$22,868 
1,126 

1,618 

$25,153 
3,769 

1,151 

1,398 

1,588 

56 

1,053 

524 

462 

15 

168 

270 

384 

14 

170 

381 

397 

14 

267 

222 

344 

13 

448 

$115,139 
156,000 

$738 

$30,851 
45,500 

$678 

$26,516 
33,300 

$796 

$26,671 
36,600 

$729 

$31,100 
40,500 

$767 

(1)  2016 sustaining capital  balance reflects additions to mineral properties, plant and equipment in the  consolidated 
interim statements of cash flows of $27.8 million, less costs of $15.3 million considered non-sustaining relating to 
major projects that will materially increase production.  Comparable changes were made to first quarter amounts 
to reflect this methodology which resulted in a revision to first quarter all-in sustaining costs from $778 per ounce 
of gold sold to $767 per ounce sold.   The Company considers the acquisitions  in 2016 of new drills, excavators 
and haul  trucks to be directly related to the development  period of  the  Aurora Gold Mine, whereby these major 
capital  additions  were  deferred  to  the  commercial  production  period  rather  than  requiring  a  draw-down  of  the 
Company’s cost overrun facility in 2015.  The Company had supplemented its mining operations with the use of 
rental equipment since commencing with commercial production on January 1, 2016.   

(2)  Sustaining  capital  for  the  12  months  ended  December  31st  2016,  and  three  months  ended  March  31st,  2016, 

includes $19 and $58 cost per ounce sold for the used Twin Otter airplane for local transport. 

(3) 

Included in net finance expense in the consolidated interim statements of operations and comprehensive income 
(loss) – See Note 13 

-20- 

 
 
 
 
 
 
 
 
Operating cash flow per diluted share 

Operating cash flow per diluted share has been computed as follows: 

(in thousands of dollars except share 
and per share amounts) 

Operating cash flow 
Diluted weighted average 
number of common shares 
outstanding 
Operating cash flow per 
diluted share 

2016 

Q4 2016 

Q3 2016 

Q2 2016 

Q1 2016 

$76,534 
164,318,183 

$23,530 
173,492,324 

$13,802 
169,959,869 

$15,565 
159,046,613 

$23,637 
157,475,484 

$0.47 

$0.14 

$0.08 

$0.10 

$0.15 

ADDITIONAL GAAP FINANCIAL PERFORMANCE MEASURES 

The Company has included the additional IFRS measure “Earnings from mine operations” in the financial 
statements.  Management believes that that “Earnings from mine operations” provides useful information 
to  investors  as  an  indication  of the  Company’s  principal  business  activities  before  consideration  of  how 
those  activities  are  financed,  and  before  sustaining  capital  expenditures,  corporate  general  and 
administrative  expenses,  exploration  and  evaluation  expenses,  stock  based  compensation,  non-mine 
related depreciation, net finance expenses, and taxation. 

RISK FACTORS 

The  following  list  details  existing  and  future  material  risks  to  the  business  of  the  Company.    The  risks 
described  below  are  not  listed  in  any  particular  order  and  are  not  exhaustive.    Additional  risks  and 
uncertainties not currently known to the Company, or those that it currently deems to be immaterial, may 
become material and adversely affect the Company’s business.  The realization of any of these risks may 
materially and adversely affect the Company’s business, financial condition, results of operations and/or 
the market price of the Company’s securities. 

Exploration, Development and Operating Risks  

Mining operations generally involve a high degree of risk.  Guyana Goldfields’ operations are subject to all 
the  hazards  and  risks  normally  encountered  in  the  exploration,  development  and  production  of  gold, 
including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and 
other conditions involved in the drilling and removal of material, any of which could result in damage to, or 
destruction of, mines and other producing facilities, damage to life or property, environmental damage and 
possible legal liability. Although adequate precautions to minimize risk will be taken, milling operations are 
subject  to  hazards  such  as  equipment failure  or failure  of  retaining  dams  around  tailings  disposal  areas 
which may result in environmental pollution and consequent liability.  

The exploration for and development of mineral deposits involves significant risks which even a combination 
of  careful  evaluation,  experience  and  knowledge may not  eliminate. While the  discovery  of  an  ore  body 
may result in substantial rewards, few properties which are explored are ultimately developed into producing 

-21- 

 
 
 
 
 
 
 
 
 
mines. Major expenses may be required to locate and establish Mineral Reserves, to develop metallurgical 
processes and to construct mining and processing facilities at a particular site. It is impossible to ensure 
that  the  exploration  or  development  programs  planned  by  Guyana  Goldfields  will  result  in  a  profitable 
commercial mining operation. Whether a mineral deposit will be commercially viable depends on a number 
of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to 
infrastructure;  metal  prices  which  are  highly  cyclical;  and  government  regulations,  including  regulations 
relating  to  prices,  taxes,  royalties,  land  tenure,  land  use,  importing  and  exporting  of  minerals  and 
environmental  protection.  The  exact  effect  of  these  factors  cannot  be  accurately  predicted,  but  the 
combination of these factors may result in Guyana Goldfields not receiving an adequate return on invested 
capital.  

There is no certainty that the expenditures made by Guyana Goldfields towards the search and evaluation 
of mineral deposits will result in discoveries of commercial quantities of ore, or that future operations at the 
Aurora Gold Mine will be profitable.  

Licencing Matters  

Guyana  Goldfields’  operations  are  subject  to  receiving  and  maintaining  permits  and  licences  from 
appropriate governmental authorities. Although Guyana Goldfields currently has all required permits and 
licenses  for  its  operations  as  currently  conducted,  there  is  no  assurance  that  delays  will  not  occur  in 
connection with obtaining all necessary renewals of such permits and licenses for the existing operations 
or additional permits or licenses for all future operations. There can be no assurance that Guyana Goldfields 
will continue to hold all permits and licenses necessary to develop or continue operating at any particular 
property,  or  that  any  such  licenses  or  permits  awarded  will  not  be  cancelled  pursuant  to  applicable 
legislation.   

The interest of Guyana Goldfields in the Aurora Gold Mine is held through a MA and Mining Licence that 
sets out a tax regime and development and production framework.  All other properties are held through 
property licences.  

The MA and Mining Licence for the Aurora Gold Mine require the Company to undertake various obligations 
and commitments over the twenty year life of the agreements.  The government of Guyana has the right to 
terminate  the  agreements  in  the  event  of  default  by  written  notice to the  Company,  subject to  a  dispute 
resolution process involving arbitration.  There can be no assurance that the Company will continue to be 
in compliance with all terms and conditions of the MA and Mining Licence or assurance that any dispute 
resolution process will decide in the Company’s favour. 

Geotechnical Risks 

Geotechnical  risks  are  present  for  any  mining  operation.  As  part  of  the  risk  mitigation  strategy,  it  was 
important to develop a design that has flexibility to address potential unexpected situations; such as hidden 
and undetected faults, or deviation from the ore body geometry etc., without major interruption to the mining 
process.  The  second  important  risk  mitigation  measure  is  the  development  and  commissioning  of 
comprehensive instrumentation and monitoring programs that will provide early warning and enable mine 
planners to develop an alternative approach.  

On February 2, 2017, the Company issued the 2017  Feasibility Study. For this report, Jarek Jakubec of 
SRK  Consulting  (Canada)  Inc.  was  the  Qualified  Person  responsible  for  the  Geotechnical  Engineering 
portion of the report. The following open pit geotechnical risks were noted in the report: 

-22- 

 
 
 
 
  Brittle Fault Location and Characterization – Currently, a model of the brittle fault features and large 
persistent  joints  expected  behind  the  pit  face  in  the  region  of  the  final  pit  does  not  exist.  Local 
structure  mapping  has  been  conducted  on  site,  however  these  observations  have  not  been 
interpreted to extend behind the pit face to the planned interim or final wall locations. The structural 
model of the rock at the final pit wall location is an integral part of the overall slope design which 
must be reviewed against the likelihood of faults to avoid large scale slope failures ranging from 
multi-bench  to  inter-ramp  scale.  An  improved  understanding  of  the  nature  and  location  of  any 
potential brittle fault features at the final pit wall locations should be undertaken as soon as possible. 
This is commonly achieved through the development of a 3D structural model. All slope designs 
and angles are contingent to their review against a fault model and should not be considered final 
until this reconciliation is complete. Pit slope designs may be governed by major structures. 
  Shear  Zone  Characterization  (Aleck  Hill)  –  The  location  and  geotechnical  nature  (thickness, 
strength, etc) of the shear zones at the Aleck Hill pit are based on limited data. Additional boreholes 
should be drilled to allow for a more complete characterization of these zones. If the shears are 
found to be extensive, inter-ramp wall angles may be required to be flattened to accommodate for 
the foliation and weakened rock mass strength. 

  Wall  Control  Blasting  –  The  angles  provided  within  this  document  are  based  up  best  industry 
blasting practices in which wall control is of primary importance. Excessive blast damage will not 
allow  for  the  achievement  of  the  designed  IRA’s.  Bench  heights  may  be  reduced  to  10m  if 
necessary, however, bench widths should also be evaluated to keep the IRA’s in the design sectors 
similar.  

The  underground  geotechnical  risks  noted  in  the  2017  Feasibility  Study  were  based  on  the  review  of 
historical data and observations on site and are outlined as follows: 

  Slope Stability – The current mine design includes open benching to the surface. Instability of the 
slopes  above  may  lead  to  excess  dilution  in  the  underground  mine.  Due  to  their  impact  on  the 
underground mine, the slopes should be designed to a FOS of 1.3 and above.  

  Brittle Fault Location and Characterization – Currently, a model of the brittle fault features and large 
persistent  joints  expected  underground  does  not  exist.  Local  structure  mapping  has  been 
conducted  on  site,  however  these  observations  have  not  been  interpreted  to  extend  to  the 
underground locations. An improved understanding of the nature and location of any potential brittle 
fault features at the underground mine locations should be undertaken as soon as possible. This 
is commonly achieved through the development of a 3D structural model. 

  Shear  Zone  Characterization  (Aleck  Hill)  –  The  location  and  geotechnical  nature  (thickness, 
strength, etc) of the shear zones at the Aleck Hill pit are based on limited data. Additional boreholes 
should be drilled to allow for a more complete characterization of these zones. If the shears are 
found to be extensive, underground development and stope locations may be required to move or 
be  reduced  in  size  to  accommodate  for  the  foliation  and  weakened  rock  mass  strength  or  an 
increase in ground support (and associated costs) will be required. 

  Water Inflow – Any changes in the location and geotechnical nature (thickness, strength, etc) of the 
shear zones at the Aleck Hill area may affect the local water inflow into the underground excavation. 
Additional costs may be associated with managing the water inflow. 

  Ore Geometry – ore geometry which is more complex than expected, may increase damage and 

dilution during production, and reduce ore recovery. 

Open Pit Mine Risks 

The  proposed  mining  operation  at  the  Aurora  Gold  Mine  is  located  in  a  region  that  receives  significant 
tropical  rainstorms  that  could  materially  impact  the  mining  operation.    To  minimize  the  risk,  the  mining 
-23- 

 
 
 
schedule allows for delays due to poor weather, and the mine dewatering is designed to cope with 25 year 
storm events. In order to minimize the impact of high rainfall, the mine has to adopt “wet mine” culture and 
proposed  recommendations  in  terms  of  water  diversions,  slope  erosion  preventions  etc.  has  to  be 
implemented.  With the global change in weather conditions, there is an elevated risk that significant rainfall 
outside  the  expected  design  parameters  could  cause  further  production  interruptions.    This  mine  plan 
accounts for certain external dilution of the ore during the mining operations. This allowance is based on 
third party consultants’ practical open pit mining experience but requires accurate ore control modeling and 
field observations, followed by dig face demarcation and digging, in order to achieve the estimated dilution 
rates. If dilution is higher than estimated, it may result in the loss of certain ore blocks which will drop below 
the cut-off grade. 

Underground Mine Risks 

There are no field-observed hydraulic conductivity values obtained for the shear zones at the Aurora Gold 
Mine.  Higher  than  expected  water  inflows  may  cause  delays  in  the  mine  plan  and  may  increase  the 
operating costs. To mitigate this risk, a complementary drilling program was proposed to further evaluate 
geotechnical and hydrogeological conditions of the shear zone. Also, the mine design has 13,500 m3 of 
storage capacity in the decline and there is provision to increase pumping capacity. Although this would 
increase the operating cost, a third party consultant has indicated that it would not be a fatal flaw in terms 
of the mine design.  External mudrush risk exists for the underground mine due to the heavy rainfall and 
the potential for generating fines and clays from the overlaying saprolite material. This risk will be mitigated 
by  partial  pre-stripping  of  saprolites  as  part  of  the  open  pit  mining  and  by  implementation  of  proper 
dewatering  and  water  diversion  programs,  such  as  perimeter  drainage,  collection  sumps,  etc.    Timely 
supply of expatriate and skilled local personnel has the potential to be a very significant risk to the success 
of the project. The ability to adequately train local un-skilled labour to the required level is also a key factor 
for the underground mine. To mitigate this risk, a third party consultant has assumed that in the years the 
mine will be developed using an experienced underground contractor, a comprehensive training program 
is introduced. 

The  underground  mine  plan, mining method,  production  rate,  and  cost  estimates  were validated  by two 
independent Front End Engineering Development (“FEED”) proposals completed in 2015.   Despite these 
FEED proposals, underground development projects are prone to material cost overruns versus budget.  
The capital expenditures and time required to develop these projects are considerable and changes in cost 
or construction schedules can significantly increase both the time and capital required to build the Mine.  It 
is not unusual in the mining industry to experience unexpected problems during the start-up phase, resulting 
in delays and requiring more capital than anticipated. 

Mineral Processing Risks 

In  the  January  2013  Report,  a  third  party  consultant  recommended  that  a  full  risk  assessment  of  the 
transportation  of  reagents  and  consumables  to  site  at  the  Aurora  Gold  Mine  should  be  conducted  to 
determine any logistics issues given the plant site location.  

Infrastructure Risks 

Mining, processing, development and exploration activities depend, to one degree or another, on adequate 
infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which 
affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or 
other  interference  in  the  maintenance  or  provision  of  such  infrastructure  could  adversely  affect  Guyana 
Goldfields’ operations, financial condition and results of operations.  

-24- 

 
 
 
 
 
 
The 120 km access road from Buckhall to Tapir was designed for logging operations. This access road has 
been upgraded and is subject to ongoing maintenance work. 

Insurance and Uninsured Risks 

Guyana  Goldfields’  business  is  subject  to  a  number  of  risks  and  hazards  generally,  including  adverse 
environmental  conditions,  industrial  accidents,  labour  disputes,  unusual  or  unexpected  geological 
conditions,  ground  or  slope  failures,  cave-ins,  changes  in  the  regulatory  environment  and  natural 
phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result 
in damage to mineral properties or production facilities, personal injury or death, environmental damage to 
Guyana Goldfields’ properties or the properties of others, delays in mining, monetary losses and possible 
legal liability.  

The  Company  currently  maintains  directors’  and  officers’  liability,  general  liability,  construction,  marine 
cargo and other required insurances in such amounts as it considers to be reasonable.  Accordingly, the 
insurance  of  the  Company  may  not  cover  all  the  potential  risks  associated  with  a  mining  company’s 
operations. The Company may also be unable to maintain insurance to cover these risks at economically 
feasible premiums.  Insurance coverage may not continue to be available or may not be adequate to cover 
any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards 
as a result of exploration, development or production is not generally available to Guyana Goldfields or to 
other companies in the mining industry on acceptable terms. Guyana Goldfields might also become subject 
to liability for pollution or other hazards which may not be insured against or which Guyana Goldfields may 
elect  not  to  insure  against  because  of  premium  costs  or  other  reasons.  Losses  from  these  events  may 
cause  Guyana  Goldfields  to  incur  significant  costs  that  could  have  a  material  adverse  effect  upon  its 
financial performance and results of operations.  

Environmental Risks and Hazards  

All  phases  of  Guyana  Goldfields’  operations  are  subject  to  environmental  regulation  in  the  various 
jurisdictions in which it operates. These regulations mandate, among other things, the maintenance of air 
and  water  quality  standards  and  land  reclamation.  They  also  set  forth  limitations  on  the  generation, 
transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in 
a  manner  which  will  require  stricter  standards  and  enforcement,  increased  fines  and  penalties  for  non-
compliance, more stringent environmental assessments of proposed projects and a heightened degree of 
responsibility for companies and their officers, directors and employees. There is no assurance that future 
changes  in  environmental  regulation,  if  any,  will  not  adversely  affect  Guyana  Goldfields’  operations. 
Environmental hazards may exist on the properties on which Guyana Goldfields holds interests which are 
unknown to Guyana Goldfields at present and which have been caused by previous or existing owners or 
operators  of  the  properties.  Government  approvals  and  permits  are  currently,  and  may  in  the  future  be 
required in connection with Guyana Goldfields’ operations. To the extent such approvals are required and 
not obtained, Guyana Goldfields may be curtailed or prohibited from proceeding with planned exploration 
or development of mineral properties.  

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement 
actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease 
or  be  curtailed,  and  may  include  corrective  measures  requiring  capital  expenditures,  installation  of 
additional  equipment,  or remedial  actions. Parties  engaged  in mining  operations  or in  the  exploration  or 
development  of  mineral  properties  may  be  required  to  compensate  those  suffering  loss  or  damage  by 
reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of 
applicable laws or regulations.  

-25- 

 
Amendments  to  current  laws,  regulations  and  permits governing  operations  and  activities  of mining  and 
exploration companies, or more stringent implementation thereof, could have a material adverse impact on 
Guyana Goldfields and cause increases in exploration expenses, development costs, capital expenditures, 
operating costs or require abandonment or delays in development of new and existing mining properties.  

Commercial  production  at  the  Aurora Gold  Mine involves  the  use  of  sodium cyanide  which  is  a  poison. 
Should  sodium  cyanide  leak  or  otherwise  be  discharged  from  the  containment  system  then  Guyana 
Goldfields may become subject to liability for cleanup work that may not be insured. While all steps will be 
taken to prevent discharges of pollutants into the ground water and the environment, Guyana Goldfields 
may  become  subject  to  liability  for  hazards  that  may  not  be  insured  against.    Cyanide  used  by  the 
processing facility is all destroyed prior to being discharged. 

Uncertainty Relating to Mineral Resources  

Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.  Due to the 
uncertainty which may attach to Mineral Resources, there is no assurance that Mineral Resources will be 
upgraded to Mineral Reserves as a result of continued exploration.  

Reliability of Resource and Reserve Estimates   

There is no certainty that any of the Mineral Resources or Mineral Reserves on any of Guyana Goldfields’ 
properties will be realized. Until a deposit is actually mined and processed the quantity of Mineral Resources 
or Mineral Reserves and grades must be considered as estimates only. In addition, the quantity of Mineral 
Resources or Mineral Reserves may vary depending on, among other things, metal prices. Any material 
change  in  quantity  of  Mineral  Resources  or  Mineral  Reserves,  grade  or  stripping  ratio  may  affect  the 
economic viability of any project undertaken by Guyana Goldfields. In addition, there can be no assurance 
that gold recoveries or other metal recoveries in small scale laboratory tests will be duplicated in a larger 
scale test under on-site conditions or during production.  

Fluctuations in gold and other base or precious metals prices, results of drilling, metallurgical testing and 
production and the evaluation of studies, reports and plans subsequent to the date of any estimate may 
require  revision  of  such  estimate.  Any material  reductions  in  estimates  of  Mineral  Resources  or  Mineral 
Reserves could have a material adverse effect on Guyana Goldfields’ results of operations and financial 
condition, and on its ability to comply with the Project Loan Facility requirements.  

Uncertainty of Feasibility Study Results & Revisions to Estimates  

Feasibility studies are used to determine the economic viability of a deposit, as are pre-feasibility studies 
and  preliminary  assessments.  Feasibility  studies  are  the  most  detailed  and  reflect  a  higher  level  of 
confidence in the reported capital and operating costs. Generally accepted levels of confidence are plus or 
minus 15% for feasibility studies, plus or minus 25-30% for pre-feasibility studies and plus or minus 3540% 
for preliminary assessments.  These levels reflect the levels of confidence that exist at the time the study 
is completed.  Accordingly, although the Company has commenced commercial production at the Mine and 
ceased all development activities, it exceeded its initial development cost estimates by approximately $5 
million,  or  two  percent,  at  December  31,  2015.    The  Company  cannot  be  certain  that  future  significant 
construction costs will not be required to correct any deficiencies in constructing the Aurora Gold Mine, or 
that available funding will be sufficient.  

Mine Closure 

-26- 

 
 
 
Mine closure plans may materialize earlier than planned to reflect market conditions and closure costs may 
not be fully known for a period of time. The closure plan and site rehabilitation plan may be incomplete and 
not fully documented. 

Limited History of Mineral Production  

Guyana  Goldfields  did  not  previously  have  any  interest  in  mineral  producing  properties  prior  to  the 
commencement  of  commercial  production  at  the  Aurora  Gold  Mine  on  January  1,  2016.    There  is  no 
assurance  that  commercial  quantities  of minerals  will be  discovered  at  any  of  the  properties  of Guyana 
Goldfields, or any future properties, nor is there any assurance that the exploration programs of Guyana 
Goldfields thereon will yield any positive results.  Even if commercial quantities of minerals are discovered, 
there can be no assurance that any property of Guyana Goldfields will ever be brought to a stage where 
Mineral  Resources  can  profitably  be  produced  thereon.    Factors  which  may  limit  the  ability  of  Guyana 
Goldfields to produce Mineral Resources from its properties include, but are not limited to, the price of the 
Mineral Resources which are currently being explored for, availability of capital and financing and the nature 
of any mineral deposits.  

Land Title  

Although the title to the properties in which Guyana Goldfields holds an interest were reviewed by or on 
behalf  of  Guyana  Goldfields,  no  formal  title  opinions  were  delivered  to  Guyana  Goldfields  and, 
consequently,  no  assurances  can  be  given  that there are  no  title  defects  affecting  such  properties. Title 
insurance generally is not available, and Guyana Goldfields’ ability to ensure that it has obtained secure 
claim  to  individual  mineral  properties  or  mining  concessions  may  be  severely  constrained.    Guyana 
Goldfields  has  not  conducted  surveys  of  the  claims  in  which  it  holds  direct  or  indirect  interests  and, 
therefore, the precise area and location of such claims may be in doubt.  Accordingly, Guyana Goldfields’ 
mineral properties may be subject to prior unregistered liens, agreements, transfers or claims, and title may 
be affected by, among other things, undetected defects.  

In addition, Guyana Goldfields may be unable to operate its properties as permitted or to enforce its rights 
with respect to its properties.  

Global Financial Conditions  

In recent years financial conditions have been characterized by volatility.  Access to financing has been 
negatively impacted by many factors as a result of the recent global financial crisis. This may impact the 
Company’s ability to obtain equity or debt financing in the future on terms acceptable or favourable to the 
Company.  A  period  of  renewed  uncertainty  in  the  world  capital  markets  could  make  any  project  debt 
component  of  the  financing  more  expensive  than  anticipated  or,  in  certain  cases,  unavailable.  It  is  not 
uncommon for financial institutions to require some form of cost overrun facility, a price guarantee (hedging) 
program  and/or  a  completion  guarantee  in  association  with  the  provision  of  project  debt  finance.  
Additionally, global economic conditions may cause decreases in asset values that are deemed to be other 
than temporary, which may result in impairment losses.  If such volatility and market turmoil continue, the 
Company’s business and financial condition could be adversely impacted. 

Competition May Hinder Corporate Growth  

The mining industry is competitive in all of its phases.  Guyana Goldfields faces strong competition from 
other mining companies in connection with the acquisition of properties producing, or capable of producing, 
precious  and  base  metals.  Many  of  these  companies  have  greater  financial  resources,  operational 
experience  and  technical  capabilities  than  Guyana  Goldfields.    As  a  result  of  this  competition,  Guyana 

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Goldfields may be unable to maintain or acquire attractive mining properties or skilled resources on terms 
it  considers  acceptable  or  at  all.  Consequently,  Guyana  Goldfields’  revenues,  operations  and  financial 
condition could be materially adversely affected.  

Production and Cost Estimates  

The Company prepares estimates of future production, operating costs and capital costs for its operations.  
Despite  the  Company’s  best  efforts  to  budget  and  estimate  such  costs,  as  a  result  of  the  substantial 
expenditures involved in the development of mineral projects and the fluctuation and increase of costs over 
time, development projects may be prone to material cost overruns.  The Company’s actual costs may vary 
from estimates for a variety of reasons, including: increased competition for resources and development 
inputs; cost inflation affecting the mining industry in general; short term operating factors; revisions to mine 
plans;  risks  and  hazards  associated  with  mining;  natural  phenomena,  such  as  inclement  weather 
conditions,  water  availability,  floods,  and  earthquakes;  and  unexpected  labour  shortages  or  strikes.  
Operating costs may also be affected by a variety of factors, including: ore grade metallurgy, labour costs, 
cost of commodities and other inputs, general inflationary pressures and currency exchange rates.  Many 
of these factors are beyond the Company’s control.  No assurance can be given that cost estimates will be 
achieved.  Failure to achieve production or cost estimates, or incurring material increases in costs, could 
have a material adverse impact on the Company’s future cash flows, profitability, results of operations and 
financial condition. 

Additional Capital  

The  development  and  exploration  of  Guyana  Goldfields’  properties  will  require  substantial  additional 
financing.  Failure  to  obtain  sufficient  financing  may  result  in  delaying  or  indefinite  postponement  of 
exploration,  development  or  production  on  any  or  all of Guyana  Goldfields’  properties  or  even  a  loss  of 
property  interest.  There  can  be  no  assurance  that  additional  capital  or  other  types  of  financing  will  be 
available if needed or that, if available, the terms of such financing will be favourable to Guyana Goldfields.  
In  addition,  financing  of  the  underground  development  at  the  Aurora  Gold  Mine  may  not  proceed  as 
planned, and external financing may be unavailable, or prohibitively expensive. 

With  the  commencement  of  commercial  production  at  the  Aurora  Gold  Mine  on  January  1,  2016,  the 
Company is reliant on the profitable operations of the Mine to fund its current and future liabilities.  There 
can  be  no  assurance  that  operating  cash  flow  or  any  additional  financing  will  be  sufficient  for  any 
unexpected development or other costs for the Aurora Gold Mine. 

The amount and timing of raising additional capital, which may involve debt or equity, or a combination of 
both, may be materially impacted by the economic climate in the capital markets.  As a result, the cost and 
availability of any debt and or equity financing may be restricted.  Accordingly, there can be no assurance 
that  the  Company  will  be  able  to  raise  sufficient  funds  to  satisfy  its  contractual  obligations  or  to  further 
explore and develop its projects, as applicable, upon terms acceptable to the Company, or at all.   

Dilution 

The  Company  may  require  additional  monies  to  fund  development,  construction,  operational  and 
exploration programs. The Company cannot predict the size of future issuances of Common Shares or the 
issuance  of  debt  instruments  or  other  securities  convertible  into  shares  or  the  effect,  if  any,  that  future 
issuances and sales of the Company’s securities will have on the market price of the Common Shares. If 
the  Company  raises  additional  funding  by  issuing  additional  equity  securities,  such  financing  may 
substantially dilute the interests of existing shareholders.  The cost and availability of equity may also be 

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restricted.  Sales  of  substantial  amounts  of  the  Company’s  Common  Shares,  or  the  availability  of  such 
Common Shares for sale, could adversely affect the prevailing market prices for the Company’s securities. 

Commodity Prices  

A  decline  in  the  price  of  gold  will  materially  adversely  affect  the  price  of  the  Common  Shares,  Guyana 
Goldfields’ financial results and exploration, development and mining activities.  Gold prices fluctuate widely 
and are affected by numerous factors beyond Guyana Goldfields’ control such as the sale or purchase of 
gold by various central banks and financial institutions, interest rates, exchange rates, inflation or deflation, 
fluctuation  in  the  value  of  the  United  States  currency,  global  and  regional  supply  and  demand,  and  the 
political and economic conditions of major gold-producing countries throughout the world. The price of gold 
has fluctuated widely in recent years, and future serious price declines could cause development and or 
operations of Guyana Goldfields’ properties to be impracticable. Future production from Guyana Goldfields’ 
properties is dependent on gold prices that are adequate to make these properties economic.  

In  addition  to  adversely  affecting Guyana Goldfields’  reserve  and/or  resource  estimates  and its financial 
condition, declining commodity prices can impact operations by requiring a reassessment of the feasibility 
of  a  particular  project.  Such  a  reassessment  may  be  the  result  of  a  management  decision  or  may  be 
required  under  financing  arrangements  related  to  a  particular  project.  Even  if  the  project  is  ultimately 
determined to be economically viable, the need to conduct such a reassessment may cause substantial 
delays or may interrupt operations until the reassessment can be completed.  

If the world market price of gold continues to drop and the prices realized by the Company decrease further 
and remain at such a level for any substantial period, the Company’s profitability and cash flow would be 
negatively affected.  In such circumstances, the Company may determine that it is not economically feasible 
to continue commercial production at its Aurora Gold Mine, or to pursue the future development of some or 
all of its current projects, which could have an adverse impact on the Company’s financial performance and 
results of operations. The Company may curtail or suspend some or all of its activities, with the result that 
depleted reserves are not replaced. In addition, the market value of the Company’s gold inventory may be 
reduced  and  existing  reserves  may  be  reduced  to  the  extent  that  ore  cannot  be  mined  and  processed 
economically at the prevailing prices. 

The Company is also exposed to fair value movements on the available for sale investment. A 10% increase 
or  reduction  in  SolGold’s  share  price  at  December  31,  2016  would  have  increased  or  reduced 
comprehensive income by $3.1 million (December 21, 2015 – Nil). There is no impact on net earnings. 

Indebtedness and Inability to Satisfy Repayment Obligations 

Although the Company has been successful in making its scheduled principal debt repayments under its 
original project loan facility and its New Facility to date, there can be no assurance that it will continue to 
do so.  The Company’s level of indebtedness could have important consequences for its operations and 
the value of its Common Shares including: (a) limiting its ability to borrow additional amounts for working 
capital, capital expenditures, debt service requirements, execution of strategic initiatives, or other purposes; 
(b) limiting  the  Company’s  ability to  use  operating  cash flow  in  other  areas  because  of its  obligations  to 
service  debt;  (c)  increasing  the  Company’s  vulnerability  to  general  adverse  economic  and  industry 
conditions, including increases in interest rates; (d) limiting the Company’s ability to capitalize on business 
opportunities and to react to competitive pressures and adverse changes in government regulation; and (e) 
limiting its ability or increasing the costs to refinance indebtedness.  

The Company expects to utilize its Aurora Gold Mine cash flow from operations to pay its mine operating 
costs and to pay principal and interest on its New Facility.  The Company’s ability to meet these payment 

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obligations  will  depend  on  its future financial  performance,  which  will  be  affected  by financial,  business, 
economic  and  other  factors.    The  Company  will  not  be  able  to  control  many  of  these  factors,  such  as 
economic conditions in the markets in which it operates.  The Company cannot be certain that its future 
cash flow from operations will be sufficient to allow it to make principal and interest payments on its  New 
Facility  and  meet  its  other  obligations.    If  cash  flow  from  operations  are  insufficient  or  if  there  is  a 
contravention  of its  New  Facility  covenants,  the  Company may  be  required to  refinance  all  or  part  of  its 
existing debt, sell assets, borrow more money or issue additional equity.  There can be no assurance that 
the  Company  will  be  able  to  refinance  all  or  part  of  its  existing  debt  on  terms  that  are  commercially 
reasonable. 

Interest Rate Fluctuations  

Fluctuations in interest rates can affect the Company’s results of operations and cash flow. The Company’s 
New Facility is subject to variable interest rates. 

Exchange Rate Fluctuations  

Exchange  rate  fluctuations  may  affect  the  costs  that  Guyana  Goldfields  incurs  in  its  operations.  The 
appreciation of non-United States dollar currencies against the United States dollar can increase the cost 
of gold production in United States dollar terms.  Although a majority of the Company’s expenditures for the 
Aurora  Gold  Mine  are  paid  in  United  States  currency,  a  strengthened  Canadian  and  Guyanese  dollar 
relative to the United States dollar would negatively impact the Company.    

Government Regulation  

The mining, processing, development and mineral exploration activities of Guyana Goldfields are subject 
to various laws governing prospecting, development, production, taxes, labour standards and occupational 
health, mine safety, toxic substances, land use, water use, land claims of local people and other matters.  

Exploration  and  development  may  also  be  affected  in  varying  degrees  by  government  regulations  with 
respect  to,  but  not  limited  to,  restrictions  on  future  exploration  and  production,  price  controls,  export 
controls, currency availability, foreign exchange controls, income taxes, delays in obtaining or the inability 
to  obtain  necessary  permits,  opposition  to  mining  from  environmental  and  other  non-governmental 
organizations,  limitations  on  foreign  ownership,  expropriation  of  property,  ownership  of  assets, 
environmental  legislation,  labour  relations,  limitations  on  repatriation  of  income  and  return  of  capital, 
limitations on mineral exports, high rates of inflation, increased financing costs, and site safety.  This may 
affect  both  Guyana  Goldfields’  ability  to  undertake  exploration  and  development  activities  in  respect  of 
present  and  future  properties  in  the  manner  contemplated,  as  well  as  its  ability  to  continue  to  explore, 
develop  and  operate  those  properties  in  which  it  has  an  interest  or  in  respect  of  which  it  has  obtained 
exploration and/or development rights to date.  

Although Guyana Goldfields believes that its exploration and operating activities are currently carried out 
in  accordance  with  all  applicable  rules  and  regulations,  no  assurance  can  be  given  that  new  rules  and 
regulations will not be enacted or that existing rules and regulations will not be applied in a manner which 
could limit or curtail future exploration, development and mine production activities.  Amendments to current 
laws  and  regulations  governing  operations  and  activities  of  mining  and  milling  or  more  stringent 
implementation thereof could have a substantial adverse impact on Guyana Goldfields.  

Territorial Risk  

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During the fourth quarter of fiscal 2015, the Company received an unfounded notification of a possible legal 
claim from  the Government  of  Venezuela  that  relates  to  recent  developments  regarding the  Venezuela-
Guyana  border  dispute.    The  Venezuela-Guyana  border  dispute  was  resolved  and  agreed  upon  by  all 
parties  under  the  1899  Arbitration  Agreement  and  any  claims  made  outside  of  such  agreement  violate 
international law.  The matter is currently before the United Nations, however Venezuela’s border claim is 
widely viewed by the international community to be without merit. 

If  the Aurora Gold  Mine  property  subject  to  the  Mining  Licence issued  by  the  Government  of Guyana is 
encroached upon by the government of Venezuela, the Company would be unable to realize a recovery of 
amounts capitalized under mineral properties, plant and equipment, and would recognize a write-down of 
the full recorded value. 

Political instability in  relation  to  these  or  other  matters  could  also  have  a  material  adverse  impact  upon 
Guyana  Goldfields’  ability  to  access  suitable  financing  on  acceptable  terms.  Furthermore,  Guyana 
Goldfields  requires  consultants  and  employees  to  work  in  Guyana  to  carry  out  its  planned  exploration 
programs and operations, and in the event of civil unrest or war, it may be difficult to find or hire qualified 
people or to obtain all of the necessary services or expertise in Guyana at reasonable rates.  In addition, 
although  considered  very  unlikely,  the  possibility  that  Venezuela  may  secure  control  over  the  land 
underlying the Company’s property interests and the potential expropriation of such assets cannot be ruled 
out.    The  occurrence  of  these  uncertainties  cannot  be  accurately  predicted  and  may  constrain  Guyana 
Goldfields’ ability to secure claim to its mineral properties, and/or impact its inability to operate its properties 
as  permitted  or  enforce  its  rights  with  respect  to  its  property  interests.    Any  such  loss,  reduction  or 
expropriation of its entitlements would have a material adverse effect upon Guyana Goldfields. 

Political Risks  

All  of  Guyana Goldfields’  current  operations  are  presently  conducted in  Guyana,  South America  and  as 
such, Guyana Goldfields’ operations are exposed to various levels of political, economic and other risks 
and uncertainties. These risks and uncertainties include, but are not limited to, currency exchange rates; 
high rates of inflation; labour unrest; renegotiation or nullification of existing concessions, licenses, permits 
and  contracts;  changes  in  taxation  policies;  restrictions  on  foreign  exchange;  and  changing  political 
conditions; currency controls and governmental regulations that favour or require the awarding of contracts 
to  local  contractors  or  require  foreign  contractors  to  employ  citizens  of,  or  purchase  supplies  from,  a 
particular jurisdiction.  

Future political actions cannot be predicted and may adversely affect Guyana Goldfields.  Changes, if any, 
in mining or investment policies or shifts in political attitude in the country of Guyana may adversely affect 
the Company’s business, results of operations and financial condition. Future operations may be affected 
in varying degrees by government regulations with respect to, but not limited to, restrictions on production, 
price  controls,  export  controls,  currency  remittance,  income  taxes,  foreign  investment,  maintenance  of 
claims,  environmental legislation,  land  use, land  claims  of local  people,  water  use  and mine  safety. The 
possibility  that  future  governments  may  adopt  substantially  different  policies,  which  may  extend  to  the 
expropriation of assets, cannot be ruled out.  

Failure  to  comply  strictly  with  applicable  laws,  regulations  and  local  practices  relating  to  mineral  right 
applications and tenure, could result in loss, reduction or expropriation of entitlements. The occurrence of 
these various factors and uncertainties cannot be accurately predicted and could have an adverse effect 
on the Company’s consolidated business, results of operations and financial condition.  

The  Company  has  established  a  community  and  social  relations  office  in  Guyana  which  is  in  part, 
responsible for management and monitoring of government relations.  The Company’s senior management 

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meets with government officials on a regular basis to support the continued operation of the Aurora Gold 
Mine.  

Labour and Employment Matters  

While  Guyana  Goldfields  has  good  relations  with  its  employees,  these  relations  may  be  impacted  by 
changes  in  the  scheme  of  labour  relations  which  may  be  introduced  by  the  relevant  governmental 
authorities  in  whose  jurisdictions  Guyana  Goldfields  carries  on  business.  Adverse  changes  in  such 
legislation, or the unionization of the Aurora Gold Mine’s work force, may have a material adverse effect on 
Guyana Goldfields’ business, results of operations and financial condition.  

Subsidiaries  

The Company conducts its operations through its domestic and foreign subsidiaries, and holds certain of 
its  assets  through  its  subsidiaries.    Accordingly,  any  limitation  on  the  transfer  of  cash  or  other  assets 
between  the  Company  and  its  subsidiaries  could  restrict  the  Company’s  ability  to  fund  its  operations 
efficiently. Any such limitations, or the perception that such limitations may exist now or in the future, could 
have an adverse impact on the Company’s valuation and stock price.  

Market Price of Common Shares  

Securities of small-cap companies have experienced substantial volatility in the past, often based on factors 
unrelated  to  the  financial  performance  or  prospects  of  the  companies  involved.  These  factors  include 
macroeconomic developments in North America and globally and market perceptions of the attractiveness 
of particular industries.  The Company’s share price is also likely to be significantly affected by short-term 
changes  in  gold  prices  or  in  its  financial  condition  or  results  of  operations  as  reflected  in  its  quarterly 
earnings reports. Other factors unrelated to Guyana Goldfields’ performance that may have an effect on 
the  price  of  the  Common  Shares  include  the  following:  the  extent  of  analytical  coverage  available  to 
investors  concerning  Guyana  Goldfields’  business  may  be  limited  if  investment  banks  with  research 
capabilities do not continue to follow the Company; lessening in trading volume and general market interest 
in the Company’s securities may affect an investor’s ability to trade significant numbers of Common Shares; 
the size of the Company’s public float may limit the ability of some institutions to invest in the Company’s 
securities; and a substantial decline in the price of the Common Shares that persists for a significant period 
of time could cause the Company’s securities to be delisted from the exchange on which they trade, further 
reducing market liquidity.  

As a result of any of these factors, the market price of the Common Shares at any given point in time may 
not accurately reflect Guyana Goldfields’ long-term value.  Securities class action litigation often has been 
brought  against  companies  following  periods  of  volatility  in  the  market  price  of  their  securities.  The 
Company may in the future be the target of similar litigation. Securities litigation could result in substantial 
costs and damages and divert management’s attention and resources.  

Future Sales of Common Shares by Existing Shareholders  

Sales of a large number of Common Shares in the public markets, or the potential for such sales, could 
decrease the trading price of the Common Shares and could impair the Company’s ability to raise capital 
through future sales of Common Shares.  Guyana Goldfields has previously completed private placements 
at  prices  per  share  which  are  from  time  to  time  lower  than  the  market  price  of  the  Common  Shares. 
Accordingly, a significant number of shareholders of the Company have an investment profit in the Common 
Shares that they may seek to liquidate.  

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Dependence on Management and Key Personnel  

Guyana Goldfields is dependent on the services of key executives, including the Executive Chairman of the 
Board, President and Chief Executive Officer, Chief Financial Officer of the Company, and a small number 
of highly skilled and experienced executives and personnel, which is sufficient for the Company’s present 
stage of operation.  The Company also has an experienced management team supporting its production 
operations  at  the  Aurora  Gold  Mine,  and  is  dependent  upon  the  services  of  these  individuals.    Guyana 
Goldfields’  development  to  date  has largely  depended,  and  in  the future  will  continue  to  depend,  on the 
efforts of key management and other key personnel to develop and operate the Mine.  Loss of any of these 
people,  particularly  to  competitors,  could  have  a  material  adverse  effect  on  the  Company’s  business.  
Further,  with  respect  to  the  development  and  operation  of  the  Company’s  projects,  it  may  become 
necessary  to  attract  both  international  and  local  personnel.  The  marketplace  for  skilled  personnel  may 
become  more  competitive,  which  means  the  cost  of  hiring,  training  and  retaining  such  personnel  may 
increase.  Factors outside the Company’s control, including competition for human capital and the high-
level  of  technical  expertise  and  experience  required  to  execute  the  development  and  operation  of  the 
Company’s projects, will affect the Company’s ability to employ the specific personnel required.  The failure 
to  retain  or  attract  a  sufficient  number  of  skilled  personnel  could  have  a  material  adverse  effect  on  the 
Company’s business, results of operations and financial condition. The Company has not taken out and 
does not intend to take out key man insurance in respect of any directors, officers or other employees. 

Competition 

The international mining industry is highly competitive. Guyana Goldfields may encounter competition from 
other mining companies in its efforts to hire experienced mining professionals.  Competition for services 
and  equipment  could  cause  future  development  and  operating  costs  to  increase  materially,  resulting  in 
delays if services or equipment cannot be obtained in a timely manner due to inadequate availability, and 
increase potential scheduling difficulties and cost increases due to the need to coordinate the availability of 
services  or  equipment,  any  of  which  could  materially  increase  future  project  development,  operations, 
exploration or construction costs, result in project delays or both. 

Shortages and Price Volatility of Input Commodities and Equipment 

The Company is dependent on various input commodities (such as diesel fuel and cyanide) and equipment 
(including  parts)  to  conduct  its  mining  operations  and  development  projects.    A  shortage  of  such  input 
commodities or equipment or a significant increase in their cost could have a material adverse effect on the 
Company’s ability to carry out its operations and therefore limit, or increase the cost of, production.  The 
Company is also dependent on access to and supply of water to carry out its mining operations, and such 
access  and  supply  may  not  be  readily  available.   Market  prices  of input  commodities  can  be  subject  to 
volatile price movements which can be material, occur over short periods of time and are affected by factors 
that are beyond the Company’s control.  An increase in the cost, or decrease in the availability, of input 
commodities or equipment may affect the timely conduct and cost of operations and development projects.  
If the costs of certain input commodities consumed or otherwise used in connection with the Company’s 
operations  and  development  projects  were  to  increase  significantly,  and  remain  at  such  levels  for  a 
substantial period, the Company may determine that it is not economically feasible to continue commercial 
production  at  its  Aurora  Gold  Mine,  which  could  have  an  adverse  impact  on  the  Company’s  financial 
performance and results of operations. 

Hedging Risk  

The Company’s results of operations can vary significantly with fluctuations in the market price of gold. The 
Company’s practice is not to hedge gold sales.  The Company does however enter into forward contracts 

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for the purchase of diesel when deemed advantageous by management.  These derivative instruments are 
not formally recognized as hedging instruments and accordingly are classified as financial instruments.  

Conflicts of Interest  

Certain  of  the  directors  and  officers  of  the  Company  also  serve  as  directors  and/or  officers  of  other 
companies involved in natural resource exploration, development and/or operation, and consequently there 
exists the possibility for such directors and officers to be in a position of conflict.  Any decision made by any 
of  such  directors  and  officers  involving  the  Company  will  be  made  in  accordance  with  their  duties  and 
obligations  to  deal  fairly  and  in  good  faith  with  a  view  to  the  best  interests  of  the  Company  and  its 
shareholders.  In addition, each of the directors is required to declare and refrain from voting on any matter 
in which such directors may have a conflict of interest in accordance with the procedures set forth in the 
CBCA and other applicable laws.  

Cyber Security Threats  

Information  systems  and  other  technologies,  including  those  related  to  the  Company’s  financial  and 
operational  management,  are  an  integral  part  of  the  Company’s  business  activities.    Network  and 
information systems-related events, such as computer hackings, cyber-attacks, computer viruses, worms 
or other destructive or disruptive software, process breakdowns, denial of service attacks, malicious social 
engineering or other malicious activities, or any combination of the foregoing, or power outages, natural 
disasters,  terrorist  attacks  or  other  similar  events,  could  result  in  damage  to  the  Company’s  property, 
equipment  and  data.  These  events  also  could  result  in  significant  expenditures  to  repair  or  replace  the 
damaged property or information systems and/or to protect them from similar events in the future. Further, 
any security breaches, such as misappropriation, misuse, leakage, falsification or accidental release or loss 
of information maintained in the Company’s information technology systems, including personnel and other 
data,  could  damage  its  reputation  and  require  the  Company  to  expend  significant  capital  and  other 
resources  to  remedy  any  such  security  breach.    Insurance  maintained  by  the  Company  against  losses 
resulting from any such events or security breaches may not be sufficient to cover any consequent losses 
or otherwise adequately compensate the Company for any disruptions to its business that may result, and 
the  occurrence  of  any  such  events  or  security  breaches  could  have  a  material  adverse  effect  on  the 
business of the Company.  There can be no assurance that these events and security breaches will not 
occur in the future or not have an adverse effect on the business of the Company.  

Compliance with Anti-Corruption Laws 

Guyana Goldfields is subject to various anti-corruption laws and regulations including but not limited to the 
Canadian Corruption of Foreign Public Officials Act 1999. In general, these laws prohibit a company and 
its employees and intermediaries from bribing or making other prohibited payments to foreign officials or 
other persons to obtain or retain business or gain some other business advantage.  The Company’s primary 
operations are located in Guyana and, according to Transparency International, the country of Guyana is 
perceived as having fairly high levels of corruption relative to the selected sample of countries around the 
world.  Guyana Goldfields  cannot  predict  the  nature,  scope  or  effect  of future  regulatory  requirements  to 
which  its  operations  might  be  subject  or  the  manner  in  which  existing  laws  might  be  administered  or 
interpreted. Failure to comply with the applicable legislation and other similar foreign laws could expose the 
Company  and  its  senior  management  to  civil  and/or  criminal  penalties,  other  sanctions  and  remedial 
measures, legal expenses and reputational damage, all of which could materially and adversely affect the 
Company’s  business,  financial  condition  and  results  of  operations.    Likewise,  any  investigation  of  any 
potential violations of the applicable anti-corruption legislation by Canadian or foreign authorities could also 
have an adverse impact on the Company’s business, financial condition and results of operations, as well 

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as  on  the  market  price  of  the  Common  Shares.  As  a  consequence  of  these  legal  and  regulatory 
requirements, the Company has instituted policies with regard to the code of business conduct and ethics.  
There can be no assurance or guarantee that such efforts have been and will be completely effective in 
ensuring  Guyana  Goldfield’s  compliance,  and the  compliance  of its  employees,  consultants,  contractors 
and other agents, with all applicable anti-corruption laws. 

Limited History of Earnings or Dividends 

Prior  to  fiscal  2016,  the  Company  had  no  history  of  earnings  and  as  such  the  Company  has  not  paid 
dividends on its Common Shares since incorporation. It currently intends to retain future earnings, if any, 
to  fund  the  development  and  growth  of  its  business.    The  payment  of  future  dividends,  if  any,  will  be 
reviewed  periodically  by  the  Company’s  Board  of  Directors  and  will  depend  upon,  among  other  things, 
conditions  then  existing  including  earnings,  financial  condition  and  capital  requirements,  restrictions  in 
financing agreements, business opportunities and conditions and such other factors deemed by the Board 
of Directors to be relevant at the time. 

Accounting Policies and Internal Control 

With effect from November 1, 2011, the Company prepares its financial reports in accordance with IFRS.  
In preparation of financial reports, management may need to rely upon assumptions, make estimates or 
use  their  best  judgment  in  determining  the  financial  condition  of  the  Company.    Significant  accounting 
policies  are  described in more  detail in the  Company’s  audited financial  statements.  In  order  to  have  a 
reasonable level of assurance that financial transactions are properly authorized, assets are safeguarded 
against unauthorized or improper use, and transactions are properly recorded and reported, the Company 
has implemented and continues to analyze its internal control systems for financial reporting.  Although the 
Company believes its financial reporting and financial statements are prepared with reasonable safeguards 
to ensure reliability, the Company cannot provide absolute assurance. 

FORWARD-LOOKING STATEMENTS  

Except for statements of historical fact relating to Guyana Goldfields, certain information contained in this 
MD&A  constitutes  “forward-looking  information”  under  Canadian  securities  legislation.  Forward-looking 
information  includes,  but  is  not  limited  to,  statements  with  respect  to  the  potential  of  the  Company’s 
properties and investments; ability to continue to satisfy all conditions and covenants under the New Facility 
and make scheduled repayments thereunder; the use of net proceeds from the Offering; the future price of 
gold; expected operating cash flows and capital costs for the Aurora Gold Mine; success of exploration and 
development  activities;  cost  and  timing  of future  exploration  and  development; the  estimation  of  Mineral 
Resources  and  Reserves  and  any  anticipated  upside  potential  thereof;  conclusions  of  economic 
evaluations; successful and profitable operations of the Aurora Gold Mine; the Company’s ability to meet 
its  most  significant  near-term  liquidity  and  operating  requirements;  requirements  for  additional  capital, 
expected improvements in mining, processing and general and administrative costs as well as proposed 
expanded exploration activities and other potential opportunistic investments in 2017, and other statements 
relating  to  the  financial  and  business  prospects  of  Guyana  Goldfields.    Generally,  forward-looking 
information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does 
not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does 
not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, 
events  or  results  “may”,  “could”,  “would”,  “likely”,  “might”  or  “will  be  taken”,  “occur”  or  “be  achieved”.  
-35- 

 
 
Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of 
management made in light of its experience and its perception of trends, current conditions and expected 
developments,  as  well  as  other  factors  that management  believes  to  be  relevant  and  reasonable  in  the 
circumstances  at  the  date  that  such  statements  are  made,  and  are  inherently  subject  to  known  and 
unknown  risks,  uncertainties  and  other  factors  that  may  cause  the  actual  results,  level  of  activity, 
performance or achievements of the Company to be materially different from those expressed or implied 
by such forward-looking information, including but not limited to risks related to:  

 

 

 

 

 

the Company’s ability to continue to successfully satisfy all covenants under the New Facility, its 
ability to repay the New Facility as currently proposed or at all, and its ability to meet significant 
near-term liquidity and operation requirements; 
the Company’s failure to adhere to representations, warranties, affirmative and negative covenants 
under the New Facility, which could give rise to an event of default under the New Facility; 
the Company’s ability to achieve its production, cash cost and all-in sustaining cost guidance for 
2017 and its anticipated consolidated cash flow forecast for 2017;  
risks  of  increases  in  the  anticipated  total  capital  and  operating  costs  relating  to  commercial 
production for the Aurora Gold Mine and the Company’s ability to meet such costs; 
the timing and amounts of expected cash outflows, and expected sales of gold, relating to profitable 
operations at the Aurora Gold Mine; 

  expectations  that  the  positive  reconciliation  between  actual  tonnes  mined  versus  the  Mineral 

 

 

 

Reserve model at the Aurora Gold Mine will continue; 
conducting mining operations, any of which could result in damage to, or destruction of, mines and 
other  producing  facilities,  damage  to  life  or  property,  environmental  damage  and  possible  legal 
liability, including the adverse impact on the Company’s cash flows and ability to repay amounts 
due under the New Facility; 
risks  related  to  exploration,  development  and  conducting  mining  operations,  any  of  which  could 
result  in  damage  to,  or  destruction  of,  mines  and  other  producing  facilities,  damage  to  life  or 
property, environmental damage and possible legal liability, including the adverse impact on the 
Company’s cash flows and ability to repay amounts due under the New Facility; 
the success of derivative transactions to establish a ceiling for a portion of the Company’s future 
diesel fuel purchases; 

  unusual  or  unexpected  geological  formations  encountered  during  development  and/or  mining 

operations; 

  unanticipated operating events which can reduce production or cause production to be shut down 

 

or delayed; 
the fact that the Aurora Gold Mine is located in a region that is subject to significant annual rainfall 
that could impact mining operations; 
 
the risk that insurance may not be available to Guyana Goldfields on reasonable terms or at all; 
  adherence to the terms and condition of the Mineral Agreement and Mining Licence with respect 

to the Aurora Gold Mine; 

  uncertain political and economic environments; 
  environmental hazards and industrial accidents; 
  unionization of its work force in Guyana; 
  governmental  regulation,  political  stability  in  the  regions  in  which  the  Company  operates  and 

environmental liability. 

  management’s  expectations  that  requisite  licenses  and  permits  will  be  available  upon  terms 

acceptable to the Company; 

  access and supply risks; 
 

reliance on key personnel; 

-36- 

 
 

 
 

 

 

risks  that  mill  optimization  efforts,  efforts  to  increase  mill  capacity  and  other  proposed 
improvements in mining and processing may not be as effective as proposed, or at all; 
risks related to disputes concerning property titles and interests; 
risks  relating  to  changes  in  project  parameters  as  plans  continue  to  be  redefined,  including  the 
possibility that mining, exploration and development operations at the Aurora Gold Mine and other 
exploration activities may not progress as currently proposed, and funds may be reallocated on a 
going forward basis; 
risks  relating  to variations  and  uncertainties in  the  estimation  of  Mineral  Resources  and  Mineral 
Reserves, grade or recovery rates resulting from exploration and development activities (including 
risks  that  new  Mineral  Resources/Reserves  may  not  be  established,  or  existing  Mineral 
Resources/Reserves may not be realized), with respect to both the properties and investments of 
the Company; 
risks  relating  to  changes  in  gold  prices  and  the  worldwide  demand  for  and  supply  of  gold.  
Fluctuation  in  the  price  for  gold  may  adversely  affect  the  Company’s  ability  to  obtain  additional 
financing, influence the course of action taken in operating the  Aurora Gold Mine, and affect the 
Company’s ability to meet the New Facility’s financial and non-financial covenants;   
risks related to increased competition in the mining industry generally; 
risks related to current global financial conditions; 

 
 
  uncertain political and economic environments; 
 

the Company’s goal of creating shareholder value by concentrating on the acquisition, development 
and exploration of properties that have the potential to contain economic gold deposits; 

  ability to source new, additional or replacement financing through other share or debt issuances in 
support of the Aurora Gold Mine, corporate general and administrative expenses, and exploration 
activities and risks relating to whether the Company will be successful in restructuring the Facility 
as currently proposed or at all; 
future plans for the Aurora Gold Mine and other property interests held by the Company or which 
may be acquired on a going forward basis, if at all; and 

 

  management’s  outlook  regarding  future  trends,  outlook  and  activities,  including  the  ability  of 
Guyana Goldfields to generate sufficient cash flow to cover operating requirements for the next 12 
months. 

Forward-looking  information  is  also  subject  to  the  risks  further  described  in  the  Company’s  Annual 
Information  Form  for  its  most  recently  completed  year.    Although  management  of  the  Company  has 
attempted  to  identify  important  factors  that  could  cause  actual  results  to  differ  materially  from  those 
contained  in  forward-looking  information,  there  may  be  other  factors  that  cause  results  not  to  be  as 
anticipated,  estimated  or  intended.  There  can  be  no  assurance  that  such  statements  will  prove  to  be 
accurate,  as  actual  results  and  future  events  could  differ  materially  from  those  anticipated  in  such 
statements.  Accordingly,  readers  should  not  place  undue  reliance  on  forward-looking  information.  The 
Company  does  not  undertake  to  update  any  forward-looking  information,  except  in  accordance  with 
applicable  securities  laws.  Accordingly,  readers  should  not  place  undue  reliance  on  forward-looking 
information.  

TECHNICAL INFORMATION 

Information Concerning Estimates of Measured, Indicated and Inferred Resources 

The Mineral Reserve and Resource estimates in respect of the Company’s property interests were prepared 
in  accordance  with  Canadian  NI  43-101  Standards  of  Disclosure  for  Mineral  Projects  (“NI  43-101”),  as 

-37- 

 
required  by  Canadian  securities  regulatory  authorities.  For  United States  reporting  purposes,  the  United 
States  Securities  and  Exchange  Commission  (“SEC”)  applies  different  standards  in  order  to  classify 
mineralization  as  a  reserve.  In  particular,  while  the  terms  “measured,”  “indicated”  and  “inferred”  Mineral 
Resources  are  required  pursuant  to  NI  43-101,  the  SEC  does  not  recognize  such  terms.  Canadian 
standards differ significantly from the requirements of the SEC.  Investors are cautioned not to assume that 
any part or all of the mineral deposits in these categories constitute or will ever be converted into reserves.  
In addition, “inferred” Mineral Resources have a great amount of uncertainty as to their existence and great 
uncertainty as to their economic and legal feasibility.  It cannot be assumed that all or any part of an inferred 
Mineral  Resource  will  ever  be  upgraded  to  a  higher  category.    Under  Canadian  securities laws,  issuers 
must not make any disclosure of results of an economic analysis that includes inferred Mineral Resources, 
except in rare cases. 

Updated Mineral Reserves at $1,200 per Ounce – At January 1, 2017 

On February 2, 2017, the Company updated its Mineral Reserves estimate for its Aurora Gold Mine utilizing 
a gold price of $1,200 per ounce. For details, refer to the press release of the Company dated February 2, 
2017, available on www.sedar.com.  

-38- 

 
NI 43-101 Technical Report 2017 Updated Feasibility Study for the Aurora Gold Project, Guyana 

On February 2, 2017, the Company filed the 2017 Feasibility Study for the Aurora Gold Mine reflecting an 
extended open-pit/deferred underground mining scenario, as well as current cost parameters, and updated 
Mineral Reserves based on a revised gold price of $1,200 per ounce.  For details, refer to the report entitled 
“Independent  Technical  Report  Updated Feasibility Study,  Aurora Gold Mine Project”  dated February  2, 
2017,  available  on  www.sedar.com.    The  scientific  and  technical  information  concerning  the  updated 
Mineral Reserve estimate as of January 1, 2017 and other scientific and technical information concerning 
the 2017 Feasibility Study, was prepared under the supervision of Mr. Bob McCarthy and Mr. Chris Elliott, 
both “qualified persons” within the meaning of NI 43-101. 

Other Technical Disclosure 

Chief  Geologist  Augusto  Flores  IV,  (P.Geo),  a  “Qualified  Person”  within  the  meaning  of  NI  43-101,  has 
supervised  the  preparation  and  verified  the  disclosure  under  the  heading  “Exploration  Activities”  in  this 
MD&A.  Mr. Flores is the Senior Geologist with the Company. 

Unless stated otherwise herein, all scientific and technical data contained in this MD&A has been reviewed, 
approved and verified by Mr. Daniel Noone who is a “Qualified Person” within NI 43-101 and is a member 
of the Australian Institute of Geoscientists.  Mr. Noone serves as a Director of the Company and is also 
Vice President of Exploration for the Company. 

ACCOUNTING DISCLOURE 

National Instrument 52-109 Disclosure 

The  Company’s  Chief  Executive  Officer  (“CEO”)  and Chief Financial Officer  (“CFO”)  are  responsible for 
establishing  and  maintaining  disclosure  controls  and  procedures  (“DC&P”)  and  internal  controls  over 
financial  reporting  (“ICFR”),  as  those  terms  are  defined  in  National  Instrument  52-109 for the  Company. 
The  Company’s  controls  are  based  on  the  Committee  of  Sponsoring  Organizations  of  the  Treadway 
Commission (“COSO”) (2013) framework.  

The  Company’s  CEO  and  the  CFO  certify  that  the  Company’s  DC&P  have  been  designed  to  provide 
reasonable assurance that material information relating to the Company is made known to them by others, 
particularly  during  the  period  in  which interim filings  are  being  prepared;  and  information  required  to  be 
disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under 
securities legislation is recorded, processed, summarized and reported within the time periods specified in 
securities legislation.  They also certify that the Company’s ICFR have been designed to provide reasonable 
assurance  regarding  the  reliability  of  financial  reporting  and  the  preparation  of  financial  statements  for 
external purposes in accordance with IFRS. 

During  the  current  period  there  have  been  no  changes  in the  Company’s  DC&P  or  ICFR that materially 
affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 

The  Company’s  management,  including  the  CEO  and  CFO,  believe  that  any  disclosure  controls  and 
procedures and internal controls over financial reporting, no matter how well designed, can have inherent 
limitations.    Therefore,  even  those  systems  determined  to  be  effective  can  provide  only  reasonable 
assurance that the objectives of the control system are met. 

-39- 

 
 
New Accounting Policies – 2016 

With  the  commencement  of  commercial  production  at  the  Aurora  Gold  Mine  on  January  1,  2016,  the 
Company has adopted the following new accounting policies as of such date: 

Commercial production: 

The development phase ends and the production phase begin when the mine is in the condition necessary 
for  it  to  be  capable  of  operating  in  the  manner  intended  by  management.    Various  relevant  criteria  are 
considered to assess when the mine is substantially complete and ready for its intended use and moved 
into the production phase.  Some of the criteria considered include, but are not limited to: 

  Completion of operational commissioning of each major mine and plant component. 
  Demonstrated ability to mine and mill consistently and without significant interruption at a pre-
determined average rate of design capacity of 75%, composed of both soft and hard rock. 
  The passage of a reasonable period of time for testing of all major mine and plant components 
  Gold recoveries are at or near expected production levels. 

Commercial  production  is  declared  on  the  first  day  of  the  calendar  month  following  achievement  of  the 
above  milestones.    Upon  achieving  commercial  production,  costs  are  transferred  from  assets  under 
development into the appropriate asset classification such as inventory and mineral properties, plant and 
equipment.   

Once  in  commercial  production,  gold  sales  are  recognized  as  revenue,  and  production  costs  as  a 
component of cost of sales.  Development expenditures incurred during the production phase to provide 
access to ore reserves in future periods; expand existing capacity; or generally provide future economic 
benefits;  are  capitalized  under  the  Company’s  accounting  policies  on  development  costs,  and  mineral 
properties, plant and equipment. 

Effective January 1, 2016, upon declaring commercial production at the Aurora Gold Mine, the Company 
transitioned from accounting for certain costs as a development stage company to accounting for certain 
costs as an operating company.  This involved significant financial reporting changes as follows: 

  Capitalized  Aurora  Gold  Mine  costs  were  transferred  from  assets  under  development  to  the 
relevant asset categories including mineral properties, plant and equipment, and to inventory; 
  Capitalized costs included within mineral properties, plant and equipment began to be depreciated 

consistent with the Company’s established accounting policies; 

  Capitalization of interest expense, stock based compensation, changes to and accretion of asset 
retirement  obligations,  amortization  of  deferred financing  costs  and  depreciation  of  property  and 
equipment, all ceased; 

  Capitalization of pre-commercial production revenues and operating costs ceased; and 
  Commenced recording of mine operating results in the consolidated statement of operations and 

comprehensive income (loss). 

Deferred stripping costs: 

In open pit mining operations, it is necessary to remove overburden and other waste materials in order to 
produce inventory or to improve access to ore which will be mined in the future.  The process of removing 
overburden  and  waste  materials  is  referred  to  as  stripping.    Prior  to  the  commencement  of  commercial 
production, stripping costs are capitalized as part of assets under development. 

Where the costs are incurred to produce inventory, the production stripping costs are accounted for as a 
cost of producing those inventories.  Where the costs are incurred to improve access to ore which will be 
mined in the future, the costs are deferred and capitalized to mineral properties, plant and equipment as a 
stripping activity asset (a non-current asset) if improved access to the ore body is probable, the component 

-40- 

 
of the ore body can be accurately identified, and the costs relating to the stripping activities associated with 
the component can be reliably measured.  Capitalized costs are amortized using a unit-of-production basis 
over  the  proven  and  probable  reserves to  which they relate.   If  these  criteria  are  not met, the  costs  are 
expensed in the period in which they are incurred. 

Inventory: 

Inventory classifications include stockpiled ore, in-circuit inventory, finished goods inventory and materials 
and  supplies.    The  value  of  all  production  inventories  include  direct  production  costs  and  attributable 
overhead  and  depreciation  incurred  to  bring  the materials  to  their  current  point  in the  processing  cycle.  
General and administrative costs for the corporate office are not included in any inventories.  All inventories 
are valued at the lower of cost and net realizable value, with net realizable value determined with reference 
to  market  prices,  less  estimated  future  production  costs  (including  royalties)  to  convert  inventories  into 
saleable form.   

i. 

ii. 

Stockpiled  ore  represents  unprocessed  ore  that  has  been  mined  and  is  available  for  future 
processing.  Stockpiled ore is measured by estimating the number of tonnes (by truck counts or by 
physical surveys) added to or removed from the stockpile, the number of contained ounces (based 
on assay data) and estimated gold recovery percentage.  Stockpiled ore value is based on the costs 
incurred  (including  depreciation)  in  bringing  the  ore  to  the  stockpile.    Costs  are  added  to  the 
stockpiled ore based on current mining costs per tonne and are removed at the average costs per 
tonne of ore in the stockpile. 

In-circuit  inventory  represents  material  that  is  currently  being  treated  in  the  processing  plant  to 
extract  the  contained  gold  and to transform it  to  a  saleable form.  The  amount  of  gold in the in-
circuit  inventory  is  determined  by  assay  values  and  by  measure  of  the  various  gold  bearing 
materials  in  the  recovery  process.    The  in-circuit  gold  is valued  at the  average  of  the  beginning 
inventory and the costs of material fed into the processing stream plus in-circuit conversion costs 
including applicable mine-site overheads, and depreciation related to the processing facilities. 

iii. 

Finished goods inventory is gold in the form of doré bars that have been poured.  Included in the 
costs are the direct costs of mining and processing operations as well as direct mine site overheads, 
and depreciation. 

iv.  Materials  and  supplies  inventories  consist  mostly  of  equipment  parts  and  other  consumables 
required in the mining and ore processing activities, and are valued at the lower of average cost 
and net realizable value. 

Revenue recognition: 

Revenue from the sale of refined gold is recognized when the Company has transferred significant risks 
and  benefits  of  ownership  to  the  buyer;  it  is  probable  that  the  economic  benefits  associated  with  the 
transaction  will  flow  to  the  Company;  the  Company  has  no  significant  continuing  involvement;  and  the 
amount of revenue and costs incurred or costs to be incurred in respect of the transaction can be measured 
reliably.   The above occurs when the refined gold has been physically delivered, which is also the date 
when title has passed to the buyer pursuant to a purchase agreement that fixes the quantity and price of 
the gold for each delivery.   

Prior  to  achieving  commercial  production,  proceeds  from  gold  sales  were  included  in  assets  under 
development. 

Available for sale securities 

Investments in equity securities classified as available-for-sale financial assets are accounted for at their 
fair  value,  which  is  determined  based  on  the  last  quoted  market  price.  Changes  in  the  market  value  of 
available-for-sale  equity  securities  as  well  as  the  related  foreign  exchange  and  tax  impact,  if  any,  are 

-41- 

 
accounted for in accumulated other comprehensive income (loss) until the equity securities are sold or are 
determined to be other-than-temporarily impaired. When available-for-sale equity securities are sold or are 
determined to be other-than-temporarily impaired, the related accumulated change in accumulated other 
comprehensive income (loss) is reclassified to net loss. 

Recent Accounting Pronouncements 

Revenue recognition  

In May 2014, the IASB issued IFRS 15 “Revenue from Contracts with Customers” (“IFRS 15”). The standard 
replaces IAS 11 “Construction Contracts”, IAS 18 “Revenue”, IFRIC 13 “Customer Loyalty Programmes”, 
IFRIC 15 “Agreements for the Construction of Real Estate”, IFRIC 18 “Transfer of Assets From Customers” 
and SIC 31 “Revenue – Barter Transactions Involving Advertising Services”.  IFRS 15 establishes principles 
for reporting the nature, amount, timing, and uncertainty of revenue and cash flows arising from an entity’s 
contracts  with  customers. This  standard  is  effective for  annual  periods  beginning  on  or  after  January  1, 
2018, and permits early adoption. The Company is in the process of determining the impact of IFRS 15 on 
its consolidated financial statements.  

Financial instruments  

In July 2014, the IASB issued the final version of IFRS 9 “Financial Instruments” (“IFRS 9”). This standard 
is effective for annual periods beginning on or after January 1, 2018, and permits early adoption.  IFRS 9 
provides  a  revised  model  for  recognition,  measurement  and  impairment  of  financial  instruments  and 
includes  a  substantially  reformed  approach  to  hedge  accounting.  The  Company  is  in  the  process  of 
determining the impact of IFRS 9 on its consolidated financial statements.  

Leases  

In  January  2016,  the  IASB  issued  IFRS  16  “Leases”  (“IFRS  16”).  This  standard  is  effective  for  annual 
periods beginning on or after January 1, 2019, and permits early adoption, provided IFRS 15, has been 
applied,  or is  applied  at the  same  date  as  IFRS  16.   IFRS  16  requires lessees  to  recognize  assets  and 
liabilities  for  most  leases.  The  Company  is  in  the  process  of  determining  the  impact  of  IFRS  16  on  its 
consolidated financial statements. 

Taxes 

In January 2016, the IASB issued Recognition of Deferred Tax Assets for Unrealized Losses (Amendments 
to  IAS  12).    The  amendments  apply  retrospectively for  annual  periods  beginning  on  or  after  January  1, 
2017. Earlier application is permitted. The amendments clarify that the existence of a deductible temporary 
difference depends solely on a comparison of the carrying amount of an asset and its tax base at the end 
of the reporting period, and is not affected by possible future changes in the carrying amount or expected 
manner  of  recovery  of  the  asset.  The  amendments  also  clarify the methodology  to  determine the future 
taxable profits used for assessing the utilization of deductible temporary differences. The Company is in 
the process of determining the impact of the amendment on its consolidated financial statements. 

Critical Accounting Estimates 

With  the  commencement  of  commercial  production  at  the  Aurora  Gold  Mine  on  January  1,  2016,  the 
Company has also updated its significant judgements, estimates and assumptions used in the preparation 
of its financial statements, as follows: 

The preparation of consolidated financial statements in conformity with IFRS requires management to make 
judgements,  estimates  and  assumptions  that  affect  the  application  of  accounting  policies  and  reported 
amounts  of  assets  and  liabilities  and  disclosure  of  contingent  assets  and  liabilities  at  the  date  of  the 

-42- 

 
consolidated financial statements and the reported amounts of expenses and other income for the reporting 
period. 

Judgments,  estimates  and  assumptions  are  periodically  evaluated  and  are  based  on  management's 
experience and other factors, including expectations of future events that are believed to be reasonable 
under the circumstances. However, actual outcomes can differ from these estimates.  Areas of judgment, 
estimate  and  assumptions  that  have  the  most  significant  effect  on  the  amounts  recognized  in  the 
consolidated financial statements are as follows: 

Development costs and commencement of commercial production: 

Mineral  properties  are  comprised  of  historical  costs  associated  with  acquisition,  development  and 
construction  of  mining  properties  and  is  stated  at  historical  cost  less  depletion.  Historical  cost  includes 
expenditures  directly  attributable  to  acquisition  and  subsequent  costs  to  develop  mineral  reserves  and 
resources.  Such  costs  are  capitalized  only  when  it is probable  that future  economic  benefits  associated 
with the item will flow to the Company and the cost of the item can be measured reliably. Mineral properties 
are  not  subject  to  depreciation  until  processing  plant  construction  associated  with  a  mineral  property  is 
completed  and  initial  commercial  production  is  achieved.  Incidental  revenues  and  operating  costs  are 
included in mineral properties prior to the plant achieving commercial production, which occurs when the 
plant  is  substantially  complete  and  ready for its intended  use.   Revenue  recognition  and  depreciation  of 
mineral properties begins when commercial production has been achieved. 

There  are  a  number  of factors  that  the  Company  considers  when  determining if  conditions  exist for  the 
commencement of commercial production of an operating mine, including the following judgements: 

  Completion of operational commissioning of each major mine and plant component. 
  Demonstrated ability to mine and mill consistently and without significant interruption at a pre-
determined average rate of design capacity of 75%, composed of both soft and hard rock. 
  The passage of a reasonable period of time for testing of all major mine and plant components. 
  Gold recoveries are at or near expected production levels. 

Impairment of assets: 

The  Company  assesses  its  cash-generating  units  annually  to  determine  whether  any  indication  of 
impairment exists. Where an indicator of impairment exists, an estimate of the recoverable amount is made, 
which is considered to be the higher of the fair value of the asset less costs of disposal and value in use.  
The  determination  of  the  recoverable  amount  requires  the  use  of  estimates  and  assumptions  such  as 
long-term commodity  prices,  discount  rates, future  capital  requirements,  exploration  potential  and future 
operating performance.   

Fair value less costs to dispose is determined as the amount that would be obtained from the sale of the 
asset in an arm's-length transaction between knowledgeable and willing parties.  Value in use is generally 
determined as the present value of estimated future cash flows arising from the continued use of the asset, 
which includes estimates such as the cost of approved future expansion plans and eventual disposal.  Cash 
flows are discounted by an appropriate pre-tax discount rate that reflects current market assessments of 
the time value of money and the risks specific to the asset for which the estimates of future cash flows have 
not  been  adjusted.    Changes  in  any  of  the  assumptions  or  estimates  used  in  determining the fair value 
could impact the impairment analysis. 

Mineral Reserves and Resources: 

The Company estimates its Mineral Reserves and Mineral Resources based on information compiled by 
qualified persons as defined in accordance with NI 43-101, “Standards of Disclosure for Mineral Projects” 
issued by the Canadian Securities Administrators.  Mineral Reserves are estimates of the amount of ore 
that can be economically and legally extracted from the Company’s mining properties.   

-43- 

 
There are numerous estimates in determining Mineral Reserves and Mineral Resources.  Such estimation 
is a subjective process, and the accuracy of any Mineral Reserve or Mineral Resource estimate is a function 
of  the  quantity  and  quality  of  available  data  and  of  the  assumptions  made  and  judgements  used  in 
engineering and geological interpretation.  Changes to management’s assumptions and judgements made 
in estimating the size and grade of the ore body, metallurgical assumptions made in estimating recovery of 
the  ore  body,  including  economic  estimates  of  commodity  prices,  production  costs,  future  capital 
requirements, and exchange rates, will impact Mineral Reserve and Mineral Resource estimates.   

These  estimates  and  assumptions  valid  at  the  time  of  estimation  may  change  significantly  when  new 
information becomes available.  This may result in a change in the economic status of the Mineral Reserve 
and may ultimately result in Mineral Reserves being revised.   

Changes in the Mineral Reserve or Mineral Resource estimates may impact the carrying value of mineral 
properties, plant and equipment, the calculation of depreciation expense, asset retirement obligations, and 
the recognition of deferred tax amounts. 

Units-of-production (“UOP”) depreciation: 

The  Company  uses  estimated  proven  and  probable  mineral  reserves  as  the  basis  for  determining  the 
depreciation  of  certain  mineral  properties,  plant  and  equipment.    This  results  in  a  depreciation  charge 
proportional to the depletion of the anticipated remaining mine life.  These calculations require the use of 
estimates and assumptions, including the amount of proven and probable mineral reserves.  Changes in 
the estimated mineral reserves will result in changes to the depreciation charges over the remaining life of 
the  operation.   A  decrease  in  the mineral  reserves  would  increase  depreciation  expense  and  this  could 
have a material impact on operating results. The depreciation base is updated on an annual basis based 
on the new mineral estimates. 

Recovery of deferred tax assets: 

Judgment  is  required  in  determining  whether  deferred  tax  assets  are  recognized  on  the  consolidated 
balance sheet.  Deferred tax assets require management to assess the likelihood that the Company will 
generate taxable income in future periods in order to utilize recognized deferred tax assets.  Estimates of 
future taxable income are based on forecasted income from operations and the application of existing local 
tax laws. 

To the extent that future taxable income differs significantly from estimates, the ability of the Company to 
realize the net deferred tax assets recorded in the consolidated balance sheet could be impacted.  Deferred 
tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority 
and the Company has the legal right and intent to offset.   

Asset retirement obligations: 

Liabilities  for  asset  retirement  obligations  are  recognized  at  the  time  of  environmental  disturbance,  in 
amounts  equal  to  the  discounted  value  of  expected  future  mine  reclamation  and  closure  costs.    The 
Company’s  provision  for  asset  retirement  obligations  represents  management’s  best  estimate  of  the 
present value of the future cash outflows required to settle the liability.  Factors that affect the final cost of 
remediation  include  estimates  of  the  extent  and  costs  of  rehabilitation  activities,  the  expected  timing, 
technological changes, cost increases and changes in discount rates.  Changes in the above factors can 
result in a change to the asset retirement obligation recognized by the Company.  This liability is reassessed 
and re-measured at each reporting date. 

Inventory valuation: 

Inventories are recorded at the lower of cost or net realizable value.  The allocation of costs to in-circuit 
inventory  and  the  determination  of  net  realizable value  for  all inventories  involves  the  use  of  estimates.  
There  is  a  high  degree  of  judgment  in  estimating  future  costs,  future  production  levels,  contained  gold 

-44- 

 
ounces, gold recovery levels and market prices, including timing and recovery of stockpiled inventory ore, 
which  can  vary  significantly  from  the  estimates.    Actual  results  can  therefore  vary  significantly  from 
estimates used in the determination of the carrying value of inventories.   

Depreciation of equipment: 

Assets such as buildings, plant equipment, mobile fleet, and other equipment are depreciated net of residual 
value,  on  a  straight line  basis,  over the  useful  their  useful lives.    Significant  judgment is  involved in  the 
determination of useful life and residual values for the computation of depreciation, and no assurance can 
be given that actual useful lives and residual values will not differ significantly from current assumptions. 

-45- 

 
 
GUYANA GOLDFIELDS INC.

Consolidated Financial Statements

(Expressed in United States Dollars)

Years ended December 31, 2016 and 2015

-46-February 23, 2017 

Independent Auditor’s Report 

To the Shareholders of 
Guyana Goldfields Inc. 

We have audited the accompanying consolidated financial statements of Guyana Goldfields Inc. and its 
subsidiaries, which comprise the consolidated balance sheets as at December 31, 2016 and December 31, 
2015 and the consolidated statements of comprehensive income, changes in equity and cash flows for the 
years then ended, and the related notes, which comprise a summary of significant accounting policies and 
other explanatory information. 

Management’s responsibility for the consolidated financial statements 
Management is responsible for the preparation and fair presentation of these consolidated financial 
statements in accordance with International Financial Reporting Standards, and for such internal control 
as management determines is necessary to enable the preparation of consolidated financial statements 
that are free from material misstatement, whether due to fraud or error. 

Auditor’s responsibility 
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. 
We conducted our audits in accordance with Canadian generally accepted auditing standards. Those 
standards require that we comply with ethical requirements and plan and perform the audit to obtain 
reasonable assurance about whether the consolidated financial statements are free from material 
misstatement. 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in 
the consolidated financial statements. The procedures selected depend on the auditor’s judgment, 
including the assessment of the risks of material misstatement of the consolidated financial statements, 
whether due to fraud or error. In making those risk assessments, the auditor considers internal control 
relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order 
to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing 
an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the 
appropriateness of accounting policies used and the reasonableness of accounting estimates made by 
management, as well as evaluating the overall presentation of the consolidated financial statements. 

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a 
basis for our audit opinion. 

PricewaterhouseCoopers LLP  
PwC Tower, 18 York Street, Suite 2600, Toronto, Ontario, Canada M5J 0B2 
T: +1 416 863 1133, F: +1 416 365 8215 

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership. 

-47-Opinion 
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial 
position of Guyana Goldfields Inc. and its subsidiaries as at December 31, 2016 and December 31, 2015 
and their financial performance and their cash flows for the years then ended in accordance with 
International Financial Reporting Standards. 

(Signed) “PricewaterhouseCoopers LLP” 

Chartered Professional Accountants, Licensed Public Accountants 

-48-GUYANA GOLDFIELDS INC.

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

The accompanying consolidated financial statements, and notes thereto, and other information of
Guyana Goldfields Inc. (the “Company”) were prepared by management in accordance with International
Financial Reporting Standards as issued by the International Accounting Standards Board. Management
acknowledges responsibility for
the consolidated financial
statements, including responsibility for significant accounting judgments and estimates and the choice of
accounting principles and methods that are appropriate to the Company’s circumstances. The significant
accounting policies of the Company are summarized in Note 3 to the consolidated financial statements.

the preparation and presentation of

In order to discharge management’s responsibility for the integrity of the financial statements, the
Company maintained a system of internal controls over the financial reporting process. These controls
are designed to provide reasonable assurance that the Company’s assets are safeguarded, transactions
are executed and recorded in accordance with management’s authorization, proper records are
maintained and relevant and reliable financial information is produced.

The Board of Directors is responsible for reviewing and approving the consolidated financial statements
together with other financial information of the Company and for ensuring that management fulfills its
financial reporting responsibilities. The Audit Committee assists the Board of Directors in fulfilling this
responsibility. The Audit Committee meets with management as well as with the independent auditors to
review the internal controls over the financial reporting process, the consolidated financial statements
together with other financial information of the Company. The Audit Committee reports its findings to the
Board of Directors for its consideration in approving the consolidated financial statements together with
other financial information of the Company for issuance to the shareholders. The external auditors have
full and unrestricted access to the Audit Committee to discuss the scope of their audit, the adequacy of
the system of internal controls, and the review of financial reporting issues.

Management recognizes its responsibility for conducting the Company’s affairs in compliance with
established financial standards, and applicable laws and regulations, and for maintaining proper
standards of conduct for its activities.

/s/ Scott Caldwell

Chief Executive Officer

Toronto, Canada

February 23, 2017

/s/ Paul J. Murphy

Chief Financial Officer

-49-GUYANA GOLDFIELDS INC.

Consolidated Balance Sheet

(EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)

December 31, 2016

December 31, 2015

ASSETS

Current assets

Cash and cash equivalents (Note 5)
Available for sale security (Note 6)
Accounts receivable, prepaid expenses, other assets (Note 7)
Deposits with suppliers (Note 8)
Inventory (Note 9)
Restricted cash (Note 10)

Non-current assets

Restricted cash (Note 10)
Mineral properties, plant and equipment (Note 11)
Derivative asset (Note12)
Deferred tax asset (Note 20)

Total assets

LIABILITIES AND EQUITY

Current liabilities

Accounts payable and accrued liabilities
Current portion of debt facility (Note 13)
Derivative liability (Note 12)

Total current liabilities

Non-current liabilities

Debt facility (net) (Note 13)
Asset retirement obligation (Note 14)
Restricted Share Unit (RSU) liability (Note 16)
Deferred tax liability (Note 20)
Derivative liability (Note 12)

Total liabilities

Equity

Share capital (Note 15)
Stock options (Note 16)
Contributed surplus
Accumulated other comprehensive income (Note 6)
Accumulated deficit

Total equity

Total liabilities and equity

$

$

$

$

$

$

$

73,151
30,699
5,531
7,081
28,904
-
145,366

1,184
275,370
1,025
15,890
438,835

14,320
19,603
-
33,923

58,810
4,988
28
4,242
-
101,991

490,600
5,999
26,824
20,698
(207,275)
336,844

438,835

$

$

$

$

$

$

$

12,899
-
1,404
1,000
-
27,146
42,449

126
295,880
-
28,936
367,391

32,476
28,010
1,378
61,864

116,750
4,019
-
-
942
183,575

383,695
7,840
26,543
-
(234,262)
183,816

367,391

The notes on pages 54 to 80 are an integral part of these consolidated financial statements.

Commitments and Contingencies (Note 22)

APPROVED ON BEHALF OF THE BOARD:

Subsequent Events (Note 26)

“J. Patrick Sheridan”

“Wendy Kei”

Director

Director

-50-GUYANA GOLDFIELDS INC.

Consolidated Statements of Comprehensive Income

(EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)

For the year ended December 31

2016

2015

Revenues

Metal sales

Cost of sales

Production costs

Royalty

Depreciation

Earnings from mine operations

Corporate general and administrative expenses (Note 17)

Exploration and evaluation expenses (Note 18)

Stock-based compensation (Note 16)

Depreciation

Earnings (loss) before finance income (expense) and taxes

Net finance expense (Note 19)

Earnings (loss) before tax

Deferred tax (expense) recovery (Note 20)

Net earnings

Other Comprehensive Income

Unrealized gain on available-for-sale security, net

COMPREHENSIVE INCOME

Net earnings per share

Basic

Diluted

Weighted average number of shares outstanding

Basic

Diluted

$

194,153

$

77,386

15,484

30,184

71,099

5,739

1,398

1,588

231

62,143

17,681

44,462

(17,477)

26,985

20,698

47,683

0.17

0.16

$

$

$

$

$

$

-

-

-

-

-

4,325

1,616

1,074

149

(7,164)

1,709

(8,873)

28,936

20,063

-

20,063

0.13

0.13

161,094,243

164,318,183

151,386,143

155,688,682

The notes on pages 54 to 80 are an integral part of these consolidated financial statements.

-51-GUYANA GOLDFIELDS INC.

Consolidated Statements of Changes in Equity

(EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)

Share
Capital

Stock
Options

Contribute
d Surplus

Deficit

Accumulated
Other
Comprehensive
Income

At December 31, 2015

$

383,695

$

7,840

$

26,543

$ (234,262)

$

Shares issued on
exercise of options
Fair value of options
exercised
Stock-based
compensation
Expired options

Issued by Prospectus
Offering
Share issue expense

Other comprehensive
income
Net earnings for the
period
At December 31, 2016

5,989

-

3,086

(3,086)

-

-

1,526

(281)

103,462

(5,632)

-

-

-

-

-

-

-

-

-

281

-

-

-

-

-

-

-

-

-

-

-

$

490,600

$

5,999

$

26,824

$ (207,277)

$

20,698

$

336,844

20,698

20,698

$26,985

-

26,985

Total
Equity

$

183,816

5,989

-

1,526

-

103,462

(5,632)

-

-

-

-

-

-

-

Share
Capital

Stock
Options

Contributed
Surplus

Deficit

At December 31, 2014

$

377,668

$

7,670

$

26,334

$

(254,325)

Shares issued on
exercise of options
Fair value of options
exercised
Stock-based
compensation
Expired options

Forfeited options

Net loss for the period

4,196

-

1,831

(1,831)

-

-

-

-

2,210

(163)

(46)

-

-

-

-

163

46

-

-

-

-

-

-

20,063

At December 31, 2015

$

383,695

$

7,840

$

26,543

$

(234,262)

Accumulated
Other
Comprehensive
Income
-

Total
Equity

$

157,347

-

-

-

-

-

-

-

4,196

-

2,210

-

-

20,063

$

183,816

The notes on pages 54 to 80 are an integral part of these condensed consolidated interim financial statements.

-52-GUYANA GOLDFIELDS INC.

Consolidated Statements of Cash Flows

(EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)

For the years ended December 31

Cash provided by (used in)

Operations
Net income
Items not involving cash:

Depreciation
Deferred tax expense (recovery)
Derivative instruments (gain) loss
Stock-based compensation
Unrealized foreign exchange loss (gain)
Amortization of deferred financing
Accretion on asset retirement obligation
Write-off of deferred financing costs

Change in non-cash operating working capital:

Change in inventory
Deposits with suppliers
Accounts receivable, prepaid expenses and other assets
Accounts payable and accrued liabilities

Financing
(Repayment) Proceeds from long-term debt (net)
Proceeds from exercise of stock options
Deferred financing costs
Proceeds from prospectus offering
Share issue expenses

Investing
Expenditures on development
Additions to mineral properties, plant and equipment
Deposits with suppliers
Contract advances
Release of restricted cash, net
Investment in available for sale security

Net change in cash and cash equivalents
Effect of exchange rate on cash held in foreign currency
Cash and cash equivalents, beginning of year

Cash and cash equivalents, end of year (Note 5)

Interest paid (included in Net Income)

The notes on pages 54 to 80 are an integral part of these consolidated financial statements.

2016

2015

$

26,985

$

20,063

30,415
17,477
(3,413)
1,588
467
3,629
56
7,271

(13,362)
-
(3,136)
8,558
76,535

(75,660)
5,988
(1,587)
103,462
(5,632)
26,571

(25,273)
(27,224)
(6,175)
-
26,000
(10,000)
(42,672)

60,434
(182)
12,899

73,151

9,178

$

$

-
(28,936)
2,320
1,074
(668)
149
-
-

-
(1,000)
317
1,754
(4,927)

87,087
4,196
(109)
-
-
91,174

(105,524)
(986)

10,417
6,015

(90,078)

(3,831)
(481)
17,211

12,899

2,216

$

$

-53-GUYANA GOLDFIELDS INC.
Notes to Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share amounts)
For the twelve months ended December 31, 2016 and December 31, 2015

1. NATURE OF OPERATIONS

Guyana Goldfields Inc. (the "Company" or "Guyana Goldfields") is a company domiciled in Canada and was
incorporated on December 12, 1994, under the Canadian Business Corporations Act. The Company shares are
publicly traded on the Toronto Stock Exchange (TSX:GUY). The Company’s head office is registered at 141
Adelaide Street West, Suite 1608, Toronto, Ontario, Canada.

Guyana Goldfields Inc. and its wholly owned subsidiaries are engaged in the acquisition, exploration, development
and operation of previous metal mineral properties, principally in Guyana, South America. The Company’s primary
asset is its wholly owned Aurora Gold Mine, located in Guyana South America. On January 1, 2016 the Company
declared commercial production of the Aurora Gold Mine.

2. BASIS OF PRESENTATION

(a) Statement of compliance

These consolidated financial statements have been prepared in accordance with the International Financial
Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations
of the International Financial Reporting Interpretations Committee (“IFRIC”).

The preparation of consolidated financial statements requires management to make judgements, estimates and
assumptions that affect the application of policies and reported amounts of assets, liabilities and expenses. See
Note 4 for significant judgements, estimates and assumptions.

The consolidated financial statements were authorized for issue by the Board of Directors on February 23, 2017.

(b) Basis of measurement

These consolidated financial statements have been prepared on the historical cost basis except for derivative
instruments and available for sale investments, which are measured at fair value through profit or loss and other
comprehensive income, respectively.

(c) Functional and presentation currency of presentation

These consolidated financial statements are presented in United States dollars, which is the functional currency of
the Company and all its subsidiaries. All financial information presented in United States dollars has been rounded
to the nearest thousand. Some figures in these statements have been expressed in Canadian Dollars (Cdn$) for
information purposes, and have been denoted as such.

-54-GUYANA GOLDFIELDS INC.
Notes to Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share amounts)
For the twelve months ended December 31, 2016 and December 31, 2015

(d) Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled
by the Company. The consolidated financial statements include the accounts of the Company and the following
subsidiaries:

Entity name

Aranka Gold Inc.
AGM Inc.
Aranka Gold Inc. (Guyana)
Guy Gold Inc.
Aranka Gold (Barbados) Inc.
Aurora Gold (Barbados) Inc.
Guygold Barbados Inc.
Aurora USA Ltd
Guyana Goldfields Inc. UK Limited

Place of
Incorporation
Canada
Guyana
Guyana
Guyana
Barbados
Barbados
Barbados
United States
United Kingdom

Ownership

100%
100%
100%
100%
100%
100%
100%
100%
100%

Control is achieved where the Company has the power to govern the financial and operating policies of an invested
entity so as to obtain benefits from its activities. All intra-group transactions, balances, income and expenses are
eliminated on consolidation.

3. ACCOUNTING POLICIES

The accounting policies set out below have been applied consistently to all years presented in these consolidated
the date of
financial statements, except
commencement of commercial production for the Aurora Gold Mine:

for the following new policies adopted effective January 1, 2016,

• Commercial production (see Note 3(h)),
• Deferred stripping costs (see Note 3(j)),
•
• Revenue recognition (see Note 3(k))

Inventory (see Note 3(e)), and

(a) Cash and cash equivalents

Cash and cash equivalents comprise cash at banks, cash on hand and other highly liquid short-term instruments
with maturity dates less than ninety days.

(b) Restricted cash

Cash subject to restrictions that prevent its use for general purposes is presented as restricted cash.

(c) Short-term investments

Short-term investments are designated as financial assets at fair value through profit and loss and are recorded at
fair value using the last bid price. They represent the Company’s investment portfolio in junior mining exploration
companies. The purchase and sale of short-term investments is recognized and derecognized as applicable, using
settlement date accounting.

(d) Available for sale securities

Investments in equity securities classified as available-for-sale financial assets are accounted for at their fair value,
which is determined based on the last quoted market price. Changes in the market value of available-for-sale equity

-55-GUYANA GOLDFIELDS INC.
Notes to Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share amounts)
For the twelve months ended December 31, 2016 and December 31, 2015

securities as well as the related foreign exchange and tax impact, if any, are accounted for in accumulated other
comprehensive income (loss) until the equity securities are sold or are determined to be other-than-temporarily
impaired. When available-for-sale equity securities are sold or are determined to be other-than-temporarily
impaired, the related accumulated change in accumulated other comprehensive income (loss) is reclassified to net
loss.

(e) Inventory

Inventory classifications include stockpiled ore, in-circuit inventory, finished goods inventory and materials and
supplies. The value of all production inventories include direct production costs and attributable overhead and
depreciation incurred to bring the materials to their current point in the processing cycle. General and administrative
costs for the corporate office are not included in any inventories. All inventories are valued at the lower of cost and
net realizable value, with net realizable value determined with reference to market prices, less estimated future
production costs (including royalties) to convert inventories into saleable form.

i.

ii.

iii.

iv.

Stockpiled ore represents unprocessed ore that has been mined and is available for future processing.
Stockpiled ore is measured by estimating the number of tonnes (by truck counts or by physical surveys)
added to or removed from the stockpile, the number of contained ounces (based on assay data) and
estimated gold recovery percentage. Stockpiled ore value is based on the costs incurred (including
depreciation) in bringing the ore to the stockpile. Costs are added to the stockpiled ore based on current
mining costs per tonne and are removed at the average costs per tonne of ore in the stockpile.

In-circuit inventory represents material that is currently being treated in the processing plant to extract the
contained gold and to transform it to a saleable form. The amount of gold in the in-circuit inventory is
determined by assay values and by measure of the various gold bearing materials in the recovery process.
The in-circuit gold is valued at the average of the beginning inventory and the costs of material fed into the
processing stream plus in-circuit conversion costs including applicable mine-site overheads, and
depreciation related to the processing facilities.

Finished goods inventory is saleable gold in the form of doré bars that have been poured.
Included in the
costs are the direct costs of mining and processing operations as well as direct mine site overheads, and
depreciation.

Materials and supplies inventories consist mostly of equipment parts and other consumables required in
the mining and ore processing activities, and are valued at the lower of average cost and net realizable
value.

At December 31, 2015, all inventories above are included within assets under development.

(f) Exploration and evaluation costs

Exploration and evaluation costs incurred on the exploration and evaluation of potential mineral reserves and
resources include costs such as:

i.
ii.
iii.
iv.
v.
vi.

Acquisition of rights to explore;
exploratory drilling, trenching and sampling;
accumulating exploration data through topographical and geological studies;
determining the volume and grade of resources;
test work on geology, metallurgy, mining, geotechnical and environmental; and
conducting engineering, marketing and feasibility studies.

Exploration and evaluation costs are expensed as incurred. Purchased exploration and evaluation assets are
recognized as assets at their cost of acquisition or at fair value if purchased as part of a business combination.

-56-GUYANA GOLDFIELDS INC.
Notes to Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share amounts)
For the twelve months ended December 31, 2016 and December 31, 2015

(g) Development costs

Expenditures are considered as development costs when the work completed supports the future development of
the property through the issuance of a National Instrument (“NI”) 43-101 technical report or definitive bankable
feasibility study, and such development receives appropriate Board of Director approvals. Subsequent to this point,
development expenditures are then capitalized and classified as assets under development, a component of mineral
properties, plant and equipment.

Development expenditures represent costs incurred to obtain access to proven and probable reserves and to
provide facilities for extracting, treating, gathering, transporting and storing of minerals. Development expenditures
are capitalized to the extent that they are necessary to bring the property to commercial production.
Items which
meet these criteria include:

i.
ii.

iii.
iv.

v.

vi.
vii.

the purchase price for acquired development assets, including any duties and any non-refundable taxes;
costs directly related to bringing the asset to the location and condition for intended use such as drilling
costs and removal of overburden to establish access to the ore reserve;
direct and indirect costs incurred if they can be directly attributable to the area of interest;
pre-production expenditures (including pre-production revenues)
substantially complete and ready for its intended use;
the present value of the initial estimate of the future costs of dismantling and removing the item and restoring
the site on which it is located;
costs incurred to expand operating capacity; and
borrowing costs incurred while construction and development activities are in progress, when they directly
relate to financing the construction of the project, and when general borrowings would have been avoided
if the expenditure on the qualifying assets had not been made.

to the mine being

incurred prior

Projects are assessed to determine the point of commencement of production of the mine.

(h) Commercial production

The development phase ends and the production phase begins when the mine is in the condition necessary for it
to be capable of operating in the manner intended by management. Various relevant criteria are considered to
assess when the mine is substantially complete and ready for its intended use and moved into the production phase.
Some of the criteria considered include, but are not limited to:

• Completion of operational commissioning of each major mine and plant component.
• Demonstrated ability to mine and mill consistently and without significant interruption at a pre-determined

average rate of design capacity of 75%, composed of both soft and hard rock.
The passage of a reasonable period of time for testing of all major mine and plant components.

•
• Gold recoveries are at or near expected production levels.

Commercial production will be declared on the first day of the calendar month following achievement of the above
milestones. Upon achieving commercial production, costs are transferred from assets under development into the
appropriate asset classification such as inventory and mineral properties, plant and equipment.

Once in commercial production, gold sales will be recognized as revenue, and production costs as a component of
cost of sales. Development expenditures incurred during the production phase to provide access to ore reserves
in future periods; expand existing capacity; or generally provide future economic benefits will continue to be
capitalized under the Company’s accounting policies on development costs, and mineral properties, plant and
equipment.

-57-GUYANA GOLDFIELDS INC.
Notes to Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share amounts)
For the twelve months ended December 31, 2016 and December 31, 2015

Effective January 1, 2016, upon declaring commercial production at the Aurora mine, the Company transitioned
from accounting for certain costs as a development stage company to accounting for certain costs as an operating
company. This involved significant financial reporting changes as follows:

• Capitalized Aurora mine costs were transferred from assets under development to the relevant asset

categories including mineral properties, plant and equipment, and to inventory;

• Capitalized costs included within mineral properties, plant and equipment began to be depreciated

consistent with the Company’s established accounting policies;

• Capitalization of interest expense, stock based compensation, changes to and accretion of asset retirement
obligations, amortization of deferred financing costs and depreciation of property and equipment, all
ceased;

• Capitalization of pre-commercial production revenues and operating costs ceased; and
• Commenced recording of mine operating results in the consolidated statement of operations and

comprehensive income (loss).

(i) Mineral properties, plant and equipment

Mineral properties, plant and equipment are recorded at cost, less accumulated depreciation and accumulated
impairment losses. The costs of mineral properties, plant and equipment consists of the purchase price, any costs
directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial
estimate of the costs of dismantling and removing the item and restoring the site on which it is located. Subsequent
costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it
is probable that future economic benefits associated with the item will flow to the Company and the cost can be
measured reliably.

When a project commences commercial production, the accumulated capitalized development costs are transferred
to the appropriate mineral properties, plant and equipment and other assets. From this point forward, costs incurred
are either capitalized to inventory or expensed as operating costs, except for capitalized costs related to assets
under construction that provide a future benefit.

Additional development costs incurred after the commencement of commercial production are capitalized to the
extent they are expected to give rise to a future economic benefit and are classified as assets under construction.
Interest on borrowings related to construction or development projects is capitalized to the point when substantially
all the activities that are necessary to make the asset ready for its intended use are complete.

Mineral properties and processing plant

Mineral properties are depreciated using a unit of production method based on estimated proven and probable
mineral reserves to which they relate. Certain components of the processing facility are also depreciated using the
unit-of-production basis over the proven and probable reserves of the mine.

Buildings, plant equipment, mobile fleet and other equipment

Depreciation on the following assets is recognized based on the cost of the item, less its estimated residual value,
using the straight line method over its estimated remaining useful life, or the remaining life of the mine if shorter:

Buildings
Mobile fleet
Equipment – process plant and power plant
Vehicles
Field equipment
Computer equipment
Office furniture
Leasehold improvements

3 to 10 years
3 to 8 years
3 to 10 years
3 to 5 years
3 to 5 years
3 years
5 years
Lesser of term of lease or useful life

-58-GUYANA GOLDFIELDS INC.
Notes to Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share amounts)
For the twelve months ended December 31, 2016 and December 31, 2015

Depreciation on mineral properties, the processing facility and related equipment commenced with the start of
commercial production on January 1, 2016.

An asset's residual value, useful life and depreciation method are reviewed, and adjusted if appropriate, on an
annual basis. Where parts (components) of an item has a different useful life or for which a different depreciation
rate would be appropriate, it is accounted for as a separate asset.

Expenditure on major maintenance or repairs includes the cost of the replacement of parts of assets and overhaul
costs. Where an asset or part of an asset is replaced and it is probable that future economic benefits associated
with the item will be available to the Company, the expenditure is capitalized and the carrying amount of the item
replaced is derecognized. Similarly, overhaul costs associated with major maintenance are capitalized and
depreciated over their useful lives where it is probable that the future economic benefits will be available and any
remaining carrying amounts of the cost of previous overhauls are derecognized. All other costs are expensed as
incurred.

An item of plant and equipment is derecognized upon disposal or when no future economic benefits are expected
to arise from the continued use of the asset. Any gain or loss arising on disposal of the asset, determined as the
difference between the net disposal proceeds and the carrying amount of
is recognized in the
consolidated statements of operations and comprehensive income (loss).

the asset,

Assets under construction for assets not related to mineral properties

Costs incurred in the course of construction of an asset are capitalized and recognized as assets under construction.
On completion of construction activities, costs are transferred to the appropriate category of plant and equipment.
Costs to bring an asset to the location and condition necessary for it to be capable of operating in the manner
intended by management are capitalized. Depreciation commences once the asset is complete and available for
use.

(j) Deferred stripping costs

In open pit mining operations, it is necessary to remove overburden and other waste materials in order to produce
inventory or to improve access to ore which will be mined in the future. The process of removing overburden and
waste materials is referred to as stripping. Prior to the commencement of commercial production, stripping costs
are capitalized as part of assets under development.

Where the costs are incurred to produce inventory, the production stripping costs are accounted for as a cost of
producing those inventories. Where the costs are incurred to improve access to ore which will be mined in the
future, the costs are deferred and capitalized to mineral properties, plant and equipment as a stripping activity asset
(a non-current asset) if improved access to the ore body is probable, the component of the ore body can be
accurately identified, and the costs relating to the stripping activities associated with the component can be reliably
measured. Capitalized costs are depreciated on a systematic basis over the expected useful life of the identified
component of the ore body.
If these criteria are not met, the costs are expensed in the period in which they are
incurred.

(k) Revenue recognition

Revenue from the sale of refined gold is recognized when the Company has transferred significant risks and benefits
of ownership to the buyer; it is probable that the economic benefits associated with the transaction will flow to the
Company; the Company has no significant continuing involvement; and the amount of revenue and costs incurred
or costs to be incurred in respect of the transaction can be measured reliably. The above occurs when the refined
gold has been physically delivered, which is also the date when title has passed to the buyer pursuant to a purchase
agreement that fixes the quantity and price of the gold for each delivery.

-59-GUYANA GOLDFIELDS INC.
Notes to Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share amounts)
For the twelve months ended December 31, 2016 and December 31, 2015

Prior to achieving commercial production, proceeds from gold sales were included in assets under development.

(l) Asset retirement obligations

The Company’s mining and exploration activities are subject to various government laws and regulations relating
to the protection of the environment, including adherence to environmental and social management systems as
defined under the Debt Facility. The Company recognizes liabilities for statutory, contractual, constructive or legal
obligations associated with the retirement of mineral properties, plant and equipment when those obligations result
from the construction, development or normal operation of the assets.

The Company has recorded a liability and corresponding asset for the estimated future cost of mine reclamation
and closure at the Aurora mine, including the dismantling and demolition of infrastructure, removal of residual
materials and remediation of disturbed areas, discounted to net present value. The present value of estimated
costs is recorded in the period in which the asset is installed or the environment is disturbed and a reasonable
estimate of future costs and discount rates can be made. The provision is present valued based on current market
assessments of the time value of money using discount rates based on a risk-free rate that approximates the timing
of expenditures to be incurred, and estimates of future cash flows are adjusted to reflect risks specific to the liability.

Each period the Company reviews cost estimates and other assumptions used in the valuation of the obligation to
reflect changes in circumstances and new information available. The main factors that can cause expected cash
flows to change are: changes in laws and regulations governing the protection of the environment; construction of
new facilities; methods of reclamation; changes to estimated lives of operations and extent of reclamation work
required; changes in the life of mine plan; and changing ore characteristics. Provisions for asset retirement
obligations do not include any additional obligations which are expected to arise from future disturbances.

After the initial measurement, the obligation is adjusted to reflect the passage of time and changes in the estimated
future cash flows underlying the obligation. The change in the provision due to the passage of time is capitalized
as development costs, and will be recognized in profit and loss as finance expense after the Aurora mine achieves
commercial production.
Increases and decreases to the provision relating to the changes in estimated future cash
flows are capitalized and once in commercial production will be depreciated over the life of the related asset, unless
the amount deducted from the cost exceeds the carrying value of the asset, in which case the excess is recorded
in profit and loss.

Actual costs incurred upon settlement of the asset retirement obligation are charged against the provision to the
extent the provision was established for those costs. Upon settlement of the liability, a gain or loss may be recorded.

(m) Impairment of non-financial assets

At the end of each reporting period, the Company reviews the carrying amounts of its non-financial assets with finite
lives to determine whether there is any indication that those assets have suffered an impairment loss. Where such
an indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the
impairment loss. The recoverable amount is the higher of an asset’s fair value less cost to sell or its value in use,
which is the present value of the future cash flows expected to be derived from an asset. Estimated future cash
flows are calculated using estimated future commodity prices, mineral resources, operating and capital costs, using
appropriate discount rates.

Impairment is determined for an individual asset unless the asset does not generate cash inflows that are
independent of those generated from other assets or groups of assets, in which case, the individual assets are
grouped together into cash generating units for impairment purposes.

An impairment loss is reversed if there is indication that there has been a change in the estimates used to determine
the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does

-60-GUYANA GOLDFIELDS INC.
Notes to Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share amounts)
For the twelve months ended December 31, 2016 and December 31, 2015

not exceed the carrying amount that would have been determined, net of depreciation, if no impairment loss had
been recognized.

(n) Share based payments

Stock Option Plan (equity settled)

Equity settled share-based payments to employees and non-employees are measured at the fair value of the equity
instrument at the grant date. An individual is classified as an employee when the individual is an employee for legal
or tax purposes (direct employee) or provides services similar to those performed by a direct employee, including
directors of the Company.

The fair value is determined using the Black-Scholes option pricing model, taking into account the terms and
conditions upon which the options were granted, and recognized over the period during which the options vest. The
vesting periods are generally over a prescribed schedule of up to two to five years from date of grant issuance. The
fair value is expensed or capitalized to assets under development, a component of mineral properties, plant and
equipment, with a corresponding increase in equity, reflecting a graded vesting method based on the company’s
estimate of equity instruments that will eventually vest. Management estimates the number of options likely to vest
at the time of a grant and at each reporting date up to the vesting date. Annually, the estimated forfeiture rate is
adjusted for actual forfeitures in the period. Upon the exercise of stock options, the consideration received is
recorded as share capital and the related stock option equity amount is transferred to share capital.

Restricted share units (“RSUs”) (cash settled)

RSU’s are granted to employees and directors of the Company as part of long term incentive compensation. Each
RSU has the same value as one Guyana Goldfields Inc. common share, based on the five-day volume weighted
average trading price. The RSUs vest one-third on the first, second and third anniversary of the grant date and are
to be settled in cash. A liability for RSUs is measured at fair value on the grant date and is subsequently adjusted
for changes in fair value at each reporting date until settlement. The liability is recognized on a graded vesting basis
over the vesting period, with a corresponding charge to net earnings (loss).

(o) Long-term debt

Debt is classified as current when the Company expects to settle the liability in its normal operating cycle or the
liability is due to be settled within twelve months after the date of the consolidated balance sheet. Borrowings are
recognized initially at fair value, net of transaction costs incurred related to the borrowings.

Fees paid to establish debt facilities are recognized as transaction costs of the debt and are deferred. Transaction
costs and fees are any expenditures directly connected with establishing and finalizing the borrowing arrangement.
These costs include legal and accounting fees, registration fees, agency fees, and arrangement fees.

(p) Income taxes

Income tax on the profit or loss for the periods presented comprises current and deferred tax. Income tax is
recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it
is recognized in equity.

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or
substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable earnings. Deferred tax liabilities
are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent
that it is probable that taxable earnings will be available against which deductible temporary differences can be
utilized. The following temporary differences are not provided for: goodwill not deductible for tax

-61-GUYANA GOLDFIELDS INC.
Notes to Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share amounts)
For the twelve months ended December 31, 2016 and December 31, 2015

purposes; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit; and,
differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable
future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the
carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet
reporting date. Deferred tax is charged or credited to earnings, except when it relates to items charged or credited
directly to equity, in which case the deferred tax is reflected in equity.

Deferred tax assets and liabilities are offset where they relate to income taxes levied by the same taxation authority
and the Company has the legal right and intent to offset. Deferred tax assets are reviewed at each reporting date
and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Deferred tax assets and liabilities are presented as non-current.

(q) Income (loss) per share

Basic income (loss) per share is calculated based on the weighted average number of common shares issued and
outstanding during the year. Diluted income (loss) per share is calculated using the treasury stock method and if
converted method, as applicable. The treasury method assumes that outstanding share options with an average
market price that exceeds the average exercise prices of the options for the period are exercised and the assumed
proceeds are used to repurchase shares of the Company at the average market price of the common share for the
period.

(r) Financial instruments

Financial instruments are measured on initial recognition at fair value, plus, in the case of financial instruments
other
than those classified as “fair value through profit and loss”, directly attributable transaction costs.
Measurement of financial assets in subsequent periods depends on whether the financial instrument has been
classified as “fair value through profit and loss”, “available-for-sale”, “held-to-maturity”, or “loans and receivables”.
Measurement of financial liabilities subsequent to initial recognition depends on whether they are classified as fair
value through profit and loss or “other financial liabilities”.

Financial assets and financial liabilities at fair value through profit and loss include financial assets and financial
liabilities that are held for trading or designated upon initial recognition as at fair value through profit and loss. These
financial
instruments are measured at fair value with changes in fair values recognized in the consolidated
statements of operations and comprehensive income (loss). Financial assets classified as held-to-maturity and
loans and receivables are measured subsequent to initial recognition at amortized cost using the effective interest
liabilities classified as fair value through profit and loss, are
method. Financial
measured in subsequent periods at amortized cost using the effective interest method.

liabilities, other than financial

Cash and cash equivalents, restricted cash and short-term investments are designated as fair value through profit
and loss and are measured at fair value. Trade receivables and certain other assets are designated as loans and
receivables. Accounts payable and accrued liabilities and long-term debt are classified as other financial liabilities.

Derivative assets and liabilities include derivative financial instruments that do not qualify as hedges, or are not
designated as hedges and are classified as fair value through profit and loss.

(s) Recent Accounting Pronouncements

The following new standards, new interpretations and amendments to standards and interpretations have been
issued but are not effective until financial years beginning on or after January 1, 2017 and have not been early
adopted. Pronouncements that are not applicable to the company have been excluded from those described below.

-62-GUYANA GOLDFIELDS INC.
Notes to Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share amounts)
For the twelve months ended December 31, 2016 and December 31, 2015

Accounting standards effective on or after January 1, 2017:

i.

ii.

iii.

Revenue Recognition - The International Accounting Standards Board (“IASB”) has issued a new standard
for the recognition of revenue, IFRS 15 – Revenue from Contracts. This standard will replace IAS 18 which
covers contracts for goods and services and IAS 11 which covers construction contracts. The new standard
is based on the principle that revenue is recognized when control of a good or service transfers to a
customer, so the notion of control replaces the existing notion of risks and rewards. The standard permits
a modified retrospective approach for the adoption. Under this approach, entities recognize transitional
adjustments in retained earnings on the date of initial application (i.e. January 1, 2018), without restating
the comparative period. Entities will only need to apply the new rules to contracts that are not completed
as of the date of initial application. The standard is effective for annual reporting periods beginning on or
after January 1, 2018. Early adoption is permitted. The Corporation is currently evaluating the impact that
the adoption will have on its results of operations, financial position and disclosures.

Financial Instruments - IFRS 9 addresses the classification, measurement and de-recognition of financial
assets and financial liabilities and introduces new rules for hedge accounting. In July 2014, the IASB made
further changes to the classification and measurement rules and also introduced a new impairment model.
instruments standard. IFRS 7 (Financial
These latest amendments now complete the new financial
Instruments: Dislcosure) addresses the disclosure of financial assets and financial liabilities in the financial
statements. IFRS 7 will be amended to require additional disclosures on transition from IAS 39 to IFRS 9,
effective on adoption of IFRS 9. IFRS 9 is effective for annual periods beginning on or after January 1, 2018
with early adoption permitted. The Corporation continues to monitor and assess the impact of this standard.

Leases - In January 2016, the IASB issued IFRS 16 – Leases which establishes the principles that an entity
should use to determine the recognition, measurement, presentation and disclosure of leases for both
parties to a contract: the customer (‘lessee’) and the supplier (‘lessor’). IFRS 16 replaces the previous
leases Standard, IAS 17, Leases, and related Interpretations. IFRS 16 is effective from January 1, 2019
though a company can choose to apply IFRS 16 before that date but only in conjunction with IFRS 15
Revenue from Contracts with Customers. The Company is currently assessing the impact of this standard.

4. SIGNIFICANT JUDGMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of consolidated financial statements in conformity with IFRS requires management to make
judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of expenses and other income for the reporting period.

Judgments, estimates and assumptions are periodically evaluated and are based on management's experience
and other factors,
future events that are believed to be reasonable under the
circumstances. However, actual outcomes can differ from these estimates. Areas of judgment, estimate and
assumptions that have the most significant effect on the amounts recognized in the consolidated financial
statements are as follows:

including expectations of

Mineral reserves and resources

The Company estimates its Mineral Reserves and Mineral Resources based on information compiled by qualified
persons as defined in accordance with NI 43-101, “Standards of Disclosure for Mineral Projects” issued by the
Canadian Securities Administrators. Mineral Reserves are estimates of the amount of ore that can be economically
and legally extracted from the Company’s mining properties.

-63-GUYANA GOLDFIELDS INC.
Notes to Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share amounts)
For the twelve months ended December 31, 2016 and December 31, 2015

There are numerous estimates in determining Mineral Reserves and Mineral Resources. Such estimation is a
subjective process, and the accuracy of any Mineral Reserve or Mineral Resource estimate is a function of the
quantity and quality of available data and of the assumptions made and judgements used in engineering and
geological interpretation. Changes to management’s assumptions and judgements made in estimating the size and
grade of the ore body, metallurgical assumptions made in estimating recovery of the ore body, including economic
estimates of commodity prices, production costs, future capital requirements, and exchange rates, will
impact
Mineral Reserve and Mineral Resource estimates.

These estimates and assumptions valid at the time of estimation may change significantly when new information
becomes available. This may result in a change in the economic status of the Mineral Reserve and may ultimately
result in Mineral Reserves being revised.

Changes in the Mineral Reserve or Mineral Resource estimates may impact the carrying value of mineral properties,
plant and equipment, the calculation of depreciation expense, asset retirement obligations, and the recognition of
deferred tax amounts.

Development costs and commencement of commercial production:

Mineral properties are comprised of historical costs associated with acquisition, development and construction of
mining properties and is stated at historical cost less depletion. Historical cost includes expenditures directly
attributable to acquisition and subsequent costs to develop mineral reserves and resources. Such costs are
capitalized only when it is probable that future economic benefits associated with the item will flow to the Company
and the cost of the item can be measured reliably. Mineral properties are not subject to depreciation until processing
plant construction associated with a mineral property is completed and initial commercial production is achieved.
Incidental revenues and operating costs are included in mineral properties prior to the plant achieving commercial
production, which occurs when the plant is substantially complete and ready for its intended use. Revenue
recognition and depreciation of mineral properties begins when commercial production has been achieved.

There are a number of
commencement of commercial production of an operating mine, including the following judgements:

the Company considers when determining if conditions exist

factors that

for the

• Completion of operational commissioning of each major mine and plant component.
• Demonstrated ability to mine and mill consistently and without significant interruption at a pre-determined

average rate of design capacity of 75%, composed of both soft and hard rock.
The passage of a reasonable period of time for testing of all major mine and plant components.

•
• Gold recoveries are at or near expected production levels.

Impairment of assets

The Company assesses its cash-generating units annually to determine whether any indication of impairment exists.
Where an indicator of impairment exists, an estimate of the recoverable amount is made, which is considered to be
the higher of the fair value of the asset less costs of disposal and value in use. The determination of the recoverable
amount requires the use of estimates and assumptions such as long-term commodity prices, discount rates, future
capital requirements, exploration potential and future operating performance.

Fair value less costs to dispose is determined as the amount that would be obtained from the sale of the asset in
an arm's-length transaction between knowledgeable and willing parties. Value in use is generally determined as
the present value of estimated future cash flows arising from the continued use of the asset, which includes
estimates such as the cost of approved future expansion plans and eventual disposal. Cash flows are discounted
by an appropriate pre-tax discount rate that reflects current market assessments of the time value of money and
the risks specific to the asset for which the estimates of future cash flows have not been adjusted. Changes in any
of the assumptions or estimates used in determining the fair value could impact the impairment analysis.

-64-GUYANA GOLDFIELDS INC.
Notes to Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share amounts)
For the twelve months ended December 31, 2016 and December 31, 2015

Recovery of deferred tax assets

Judgment is required in determining whether deferred tax assets are recognized on the consolidated balance sheet.
Deferred tax assets require management to assess the likelihood that the Company will generate taxable income
in future periods in order to utilize recognized deferred tax assets. Estimates of future taxable income are based
on forecasted income from operations and the application of existing local tax laws.

To the extent that future taxable income differs significantly from estimates, the ability of the Company to realize
the net deferred assets recorded in the consolidated balance sheet could be impacted. Deferred tax assets and
liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company has
the legal right and intent to offset. Refer to Note 15 for significant components of the Company’s deferred tax assets
and liabilities.

Asset retirement obligation

Liabilities for asset retirement obligations are recognized at the time of environmental disturbance, in amounts equal
to the discounted value of expected future mine reclamation and closure costs. The Company’s provision for asset
retirement obligations represents management’s best estimate of the present value of the future cash outflows
required to settle the liability. Factors that affect the final cost of remediation include estimates of the extent and
costs of rehabilitation activities, the expected timing, technological changes, cost increases and changes in discount
rates. Changes in the above factors can result in a change to the asset retirement obligation recognized by the
Company. This liability is reassessed and re-measured at each reporting date.

Inventory valuation

Inventories are recorded at the lower of cost or net realizable value. The allocation of costs to in-circuit inventory
and the determination of net realizable value for all inventories involves the use of estimates. There is a high degree
of judgment in estimating future costs, future production levels, contained gold ounces, gold recovery levels and
market prices, including timing and recovery of stockpiled inventory ore, which can vary significantly from the
estimates. Actual results can therefore vary significantly from estimates used in the determination of the carrying
value of inventories.

Depreciation of equipment

Assets such as buildings, plant equipment, mobile fleet, and other equipment are depreciated net of residual value,
on a straight line basis, over the useful their useful lives. Significant judgment is involved in the determination of
useful life and residual values for the computation of depreciation, and no assurance can be given that actual useful
lives and residual values will not differ significantly from current assumptions.

Stock Based Compensation

The computed amount of share based compensation is not based on historical cost, but is derived based on
subjective assumptions input into an option pricing model. The model requires that management make forecasts
as to future events. including estimates of: the average future hold period of issued stock options or stock
appreciation rights before exercise, expiry or cancellation; future volatility of the Company’s share price in the
expected hold period (using historical volatility as a reference); and the appropriate risk-free rate of interest. Share-
based compensation incorporates an expected forfeiture rate. The expected forfeiture rate is estimated based on
historical forfeiture rates and expectations of future forfeiture rates, and is adjusted if the actual forfeiture rate differs
from the expected rate. The resulting value calculated is not necessarily the value that the holder of the instrument
could receive in an arm’s length transaction, given that there is no market for these instruments and they are not
transferable. It is management’s view that the value derived is highly subjective and dependent upon the input
assumptions made.

-65-GUYANA GOLDFIELDS INC.
Notes to Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share amounts)
For the twelve months ended December 31, 2016 and December 31, 2015

Contingencies

The assessment of contingencies inherently involves the exercise of significant judgment and estimates of the
outcome of future events. By their nature, contingencies will only be resolved when one or more future events occur
or fail to occur.

5. CASH AND CASH EQUIVALENTS

At December 31, 2016 the Company held $73.1 million (2015 - $12.9 million) of cash with approximately $56.8
million (2015 - $10 million) denominated in United States dollars, with the remaining predominantly in Canadian
dollars. Cash is deposited primarily in Canadian chartered banks and financial institutions.

6. AVAILABLE FOR SALE SECURITY

During the year the Company purchased a combined 103.2 million shares of SolGold Plc (“SolGold”) for total
consideration of $10 million pursuant to SolGold’s capital raisings that closed on September 2, 2016 and October
17, 2016. SolGold is traded on the AIM London Stock Exchange (LON:SOLG).

Fair market value of the shares at the date of these financial statements is $30.7 million, resulting in an unrealized
gain of $20.7 million accounted for through other comprehensive income.

7. ACCOUNTS RECEIVABLE, PREPAID EXPENSES AND OTHER ASSETS

For the years ended December 31

Accounts receivable

Prepaid expenses & other assets

Derivative asset, current (Note 12)

Short-term investments
Total

8. DEPOSITS WITH SUPPLIERS

2016

$

1,594

$

3,870

67

-
5,531

$

$

2015

193

1,177

-

34
1,404

Deposits with suppliers represents deposits placed on mining and logistics equipment for delivery in early 2017.

9.

INVENTORY

For the years ended December 31

Ore stockpiled

In-circuit

Finished goods

Materials and supplies

Total

$

$

$

2016

5,180

2,082

1,709

19,933

28,904

$

2015

-

-

-

-

-

The amount of depreciation included in inventory at December 31, 2016 is $2.5 million (December 21, 2015 – Nil).

-66-GUYANA GOLDFIELDS INC.
Notes to Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share amounts)
For the twelve months ended December 31, 2016 and December 31, 2015

10. RESTRICTED CASH

For the years ended December 31

AGM Inc. closure account (i)

AGM Inc. cost overrun equity account (ii)

AGM Inc. completion account (ii)
Other restricted balances
Total

$

$

2016

1,000

-

-
184
1,184

$

2015

-

23,000

4,000
272
27,272

(i)

(ii)

In accordance with the December 23, 2016 revised Debt Facility the company was required to pre-fund a closure
account for $1.0 million.

In accordance with the previous Project Loan Facility, in October 2014 the Company placed a total of $10 million into
restricted bank accounts prior to first draw under the Facility.
In May 2015 and March 2016 the Senior Lenders
approved the release of $6 million and $4 million, respectively, in funds held in AGM’s restricted completion bank
account back to the parent company, Guyana Goldfields Inc. The $23 million cost overrun equity account was released
as part of the revised Debt Facility, on December 23, 2016.

11. MINERAL PROPERTIES, PLANT AND EQUIPMENT

COST

Aurora Gold
Mine
Development

Assets under
construction

Mineral
properties1

At December 31, 2014

$

172,186

$

Additions during the period

Transfers

Pre-commercial production
revenues less operating costs
Change in asset retirement
obligations
Interest expense and
commitment fees
Stock-based compensation

Accretion of asset retirement
obligation
Amortization - deferred
financing costs
Depreciation - buildings and
equipment
Disposals

At December 31, 2015

Transfer on commercial
production
Additions during the period

Transfers

Disposals

Recovery of development
costs

At December 31, 2016

$

101,664

(6,269)

(7,984)

3,978

9,371

1,136

41

3,764

4,589

-

282,476

(282,476)

-

-

-

-

$

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Buildings,
plant and
equipment

Mobile
fleet, other
equipment

Total

$

-

$

19,257

$

191,443

108

625

2,010

5,644

-

-

-

-

-

-

-

-

733

-

-

-

-

-

-

-

(1,475)

25,436

-

5,553

-

(439)

-

103,782

-

(7,984)

3,978

9,371

1,136

41

3,764

4,589

(1,475)

308,645

(15,543)

29,106

-

(439)

(1,439)

94,981

171,952

16,401

(2,202)

7,152

505

-

1,697

-

(1,439)

-

$

14,199

$

101,199

$

174,382

$

30,550

$

320,330

-67-GUYANA GOLDFIELDS INC.
Notes to Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share amounts)
For the twelve months ended December 31, 2016 and December 31, 2015

Effective January 1, 2016, the Company declared the commencement of commercial production at the Aurora Gold Mine. The
Company transferred the following amounts from assets under development: $95.0 million to mineral properties $172.0 million
to buildings, plant and equipment categories; and $15.5 million to inventory

ACCUMULATED
DEPRECIATION

Aurora Gold
Mine
development

Assets under
construction

Mineral
properties1

Buildings,
plant and
equipment

Mobile
fleet, other
equipment

At December 31, 2014

Depreciation for the period

Disposals

At December 31, 2015

Disposals

Depreciation for the period

At December 31, 2016

$

$

$

-

-

-

-

-

-

-

-

-

-

-

-

-

-

$

-

-

-

-

-

$

-

$

9,238

$

323

-

323

-

4,679

(1,475)

12,442

(311)

9,519

6,024

16,963

$

6,024

$

17,286

$

21,650

$

44,960

Total

9,238

5,002

(1,475)

12,765

(311)

32,506

NET BOOK VALUE

December 31, 2015

December 31, 2016

Aurora Gold
Mine
development

Assets
under
construction

Mineral
properties1

Buildings,
plant and
equipment

Mobile
fleet, other
equipment

Total

$

$

282,476

-

-

14,199

$

$

-

95,175

$

$

410

152,732

$

$

12,994

8,900

$

$

295,880

275,370

1Included in Mineral properties above at December 31, 2016 is $5.0 million of deferred stripping costs (2015 -$0),
and $1.0 million in accumulated amortization, for a net book value of $4.0 million.

12. DERIVATIVE ASSETS

The Company has entered into diesel swap contracts to mitigate risk associated with volatility in diesel price. The
Company has not applied hedge accounting to these derivative contracts. The swap contracts are fair valued at
each balance sheet date, with the movement in fair value recognized through “net finance income (expense)” in net
earnings (loss). The mark-to-market fair values of all contracts is determined by a financial institution using inputs
that are observable and determined using standard valuation techniques. Derivative instruments are classified
within Level 2 of the fair value hierarchy.

The diesel commodity swap forward contracts are secured under the Facility and documented in the form of an
International Swap and Derivatives Association (“ISDA”) master agreement.

The following is a summary of the Company’s commitments for diesel forward contracts at December 31, 2016:

2017

2018

2019

Total

Contracted operating
expenses
5,464

5,888

3,436

14,788

$

Number of litres
hedged
12,000,000

14,400,000

7,200,000

33,600,000

Average rate
per litre
0.46

0.41

0.48

0.44

$

-68-GUYANA GOLDFIELDS INC.
Notes to Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share amounts)
For the twelve months ended December 31, 2016 and December 31, 2015

Net asset (liability) classifications on the balance sheet date for December 31, 2016, and 2015 respectively were
as follows:

As at December 31

Current portion derivative asset (liability)

Non-current portion derivative asset (liability)

Derivative asset (liability), net

2016

67

1,025

1,092

$

$

2015

(1,378)

(942)

$

(2,320)

Realized and unrealized gains are recognized in net finance income (expense) for the years ended December 31,
2016 and 2015 respectively were as follows:

For the years ended December 31
Realized loss on diesel swap instruments

Unrealized gain on diesel swap instruments

Total realized and unrealized loss (gain) on derivative instruments

$

$

2016
1,053

(3,413)

(2,360)

$

$

2015
150

2,209

2,359

13. DEBT FACILITY

On December 23, 2016 the Company renegotiated the Debt Facility (“the Facility”) with its Senior Lenders, paying
down the outstanding principal to $80 million. The new Facility is payable in sixteen quarterly principal repayments
of $5 million each over a period of four years beginning March 31, 2017. Various covenants and restrictions were
removed including the release of $23 million of restricted funds held by the Lenders in the Overrun Equity Account
and the elimination of cash flow sweeps. The interest rate has been reduced to 3 month LIBOR average plus 3.5%-
3.75%. There will continue to be no gold hedging requirements or other similar provisions associated with the Facility.

Under the Common Terms Agreement, the Company has entered into security and debenture agreements pursuant
to which the wholly owned subsidiary, AGM Inc, has granted and created a lien over all its assets and property of
any kind to the benefits of the Senior Lenders. Similarly, the parent company Guyana Goldfields Inc. and certain of
its wholly owned subsidiaries, namely Aurora Gold (Barbados) Inc., Guygold (Barbados) Inc., and Guy Gold Inc.,
(collectively the “Related Entities”) have entered into security agreements to grant and create liens over all their
related rights, titles, and interests that are necessary for the Aurora mine, for the benefits of the Senior Lenders. In
addition, certain of the Related Entities have entered into subordination agreements whereby any intercompany debt
owed by these companies has been subordinated to the Facility.

The debt facility outstanding consists of the following as at:

Year ended December 31
Principal outstanding, beginning of period

Facility draw during period

Principal repayment during period

Principal outstanding, end of period

Unamortized deferred financing costs (i)

Net debt position

Less: Current portion

Debt Facility, non-current portion

2016
155,600

$

$

-

(75,600)

80,000

(1,587)

78,413

19,603

58,810

2015
68,573

91,427

(4,340)

155,660

(10,900)

144,760

28,010

166,750

-69-GUYANA GOLDFIELDS INC.
Notes to Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share amounts)
For the twelve months ended December 31, 2016 and December 31, 2015

i)

As part of the debt restructuring, the previously capitalized financing fees remaining on the balance sheet were
written off, in the amount of $7.3 million. Financing fees associated with the renegotiated Debt Facility of $1.6 million
were capitalized and will be amortized over the repayment of the Debt Facility. The costs capitalized were primarily
Senior Lender’s fees and legal costs.

Scheduled principal repayments, reflecting amounts drawn as of December 31, 2016 are as follows:

Principal repayment schedule

$

80,000

$

20,000

$

20,000

$

20,000

$

20,000

Total

2017

2018

2019

2020

14. ASSET RETIREMENT OBLIGATIONS

In the fourth quarter of 2016 the Company recorded additional liability and corresponding asset for the estimated
increase in disturbance area, related to the future cost of mine reclamation and closure at the Aurora mine. The
future costs include the dismantling and demolition of infrastructure, removal of residual materials and remediation
of disturbed areas. The present value of estimated costs is recorded in the period in which the asset is installed or
the environment is disturbed and a reasonable estimate of future costs and discount rates can be made. The
provision is discounted using an inflation protected risk-adjusted rate of 1.22%. The undiscounted value of the
estimated future cash flows related to mine closure is $6 million.

The majority of the asset retirement expenditures are expected to be incurred towards the end of the current mine
plan commencing 2031.

Movement in Asset Retirement Obligation Liability
Balance at December 31, 2014

Initial recognition of retirement obligation

Accretion

Balance, December 31, 2015

Change in estimate

Accretion

Balance December 31, 2016

-

3,978

41

$

4,019

913

56

$

4,988

Under the Debt Facility, the Company is required to fund a mine closure reserve account for the estimated mine
closure remediation costs to be incurred, with $5 million to be funded by 2020. As of December 31, 2016 the
Company has funded $1 million of the closure account, with the remaining funding to be made in equal installments
of $1 million annually through 2020.

15. SHARE CAPITAL

The Company is authorized to issue an unlimited number of common shares. The issued and outstanding common
shares consist of the following:

At December 31, 2014

Issued on exercise of options
Fair value of options exercised

At December 31, 2015
Issued on exercise of options

Fair value of options exercised
Issued on Prospectus Offering (i)

Number of Shares

$

$

150,443,899

1,994,250
-

152,438,149

4,285,324
-
14,330,000

Amount

377,668

4,196
1,831

383,695

5,989

3,086
103,462

-70-GUYANA GOLDFIELDS INC.
Notes to Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share amounts)
For the twelve months ended December 31, 2016 and December 31, 2015

Share issue expenses (ii)

At December 31, 2016

-

171,053,473

$

(5,632)

490,600

(i) On July 19, 2016 the Company closed a bought deal offering (the “Prospectus Offering”) pursuant to which the Company
issued 12,830,000 common shares (the “Common Shares”), at a price of Cdn$9.40 per Common Share for gross
proceeds of $92.6 million (or approximately Cdn$120.6 million). The Common Shares were sold pursuant to an
underwriting agreement with a syndicate of underwriters.
On August 22, 2016 the Company closed the over-allotment option by the underwriters and issued an additional
1,500,000 common shares (the “Common Shares”), at a price of $9.40 per Common Share for gross proceeds of 10.9
million (or approximately Cdn$14.1 million).

(ii) Share issue expenses represent underwriters’ commission relating to the Offering, and legal and regulatory costs

associated with both the above mentioned Prospectus Offering.

16. SHARE BASED PAYMENTS

As part of its long term compensation to certain employees and directors, the Company makes use of the following
share based compensation programs:

Stock Option Plan - equity settled

The stock option plan of the Company (the “Option Plan”) was approved by the shareholders on May 15, 2015. The
exercise price of stock options granted in accordance with the plan will be not less than the closing price of the
common shares on the trading day immediately prior to the effective date of grant. All option exercises to be settled
in the Company’s shares.

The following table shows the continuity of stock options during the periods presented:

Number of
Options

Amortized
Value

At December 31, 2014

11,501,250

$

7,670

$

Stock-based compensation – issued this period

Stock–based compensation – issued prior period

Exercised

Expired

Forfeited

580,000

-

(1,994,250)

(187,833)

(111,667)

101

2,109

(1,831)

(163)

(46)

At December 31, 2015

9,787,500

$

7,840

$

Stock-based compensation – issued this period

Stock–based compensation – issued prior period

Exercised

Expired

Forfeited

At December 31, 2016

3,281,000

-

(4,285,324)

(200,000)

(231,669)

8,351,507

167

1,359

(3,086)

(281)

-

5,999

Weighted
Average
Exercise
Price (Cdn$)
2.43

3.05

-

2.65

3.53

2.66

2.40

5.20

-

1.83

3.95

2.65

-71-GUYANA GOLDFIELDS INC.
Notes to Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share amounts)
For the twelve months ended December 31, 2016 and December 31, 2015

Share-based compensation expense is comprised of:

For the year ended December 31

Stock options fair value vesting

-issued current period
-issued prior period

Less value of options expense capitalized to development costs
Restricted share unit fair value
Total stock-based compensation expense

2016

167
1,359
-
62
1,588

$

$

2015

101
2,109
(1,136)
-
1,074

$

$

The Company determined the fair value of the stock options granted under the Company’s stock option plan using
the Black-Scholes option model with the following assumptions on a weighted average basis:

Stock options granted to officers, directors and employees:

For the year ended December 31

Fair value exercise price (Cdn$)
Risk-free interest rate
Dividend yield
Expected volatility
Expected option life
Expected forfeiture rate

2016

5.31
0.88%
-
59.58%
3.3 years
7%

2015

3.10
0.87%
-
69.68%
4.4 years
6%

The weighted average fair value on the grant date, of options granted to officers, directors and employees during
the twelve months ended December 31, 2016 was $2.15 (2015-Cdn$1.68).

The following are the stock options outstanding and stock options exercisable as at December 31, 2016:

Stock Options Outstanding

Stock Options Exercisable

Range of
exercise price
(Cdn$)
$1.48 - $3.00
$3.01 - $4.00
$4.01 - $10.00
Total

Number of
options
3,097,173
1,973,334
3,281,000
8,351,507

Weighted
average
exercise price
(Cdn$)
2.65
3.05
4.98
3.66

Weighted average
remaining
contractual life
(years)
3.0
0.9
2.9
2.48

Weighted
average
exercise
price (Cdn$)
2.64
3.03
-
2.80

Weighted average
remaining
contractual life
(years)
3.0
0.5
-
1.98

Number of
options
2,461,667
1,756,667
-
4,218,333

The intrinsic value of options outstanding at December 31, 2016 is $15.7 million (2015 - $5.0 million). As of
December 31, 2016, the remaining fair value of outstanding unvested options is $6.8 million (2015 - $1.7 million).

Restricted Share Unit (RSU) Plan - cash settled

The restricted share unit plan of the Company (the “RSU Plan”) was approved by the shareholders on May 15,
2015. The fair value measurement of the units is based on the 5-day weighted average price of the Company.
Each unit represents one common share of the Company. On vesting, all share units are to be settled by cash of
the Company.

The following table is the continuity schedule of RSU’s issued, as of December 31, 2016:

# of units

Fair value of vested units

Issued as at December 31, 2014
Issued during period
As at December 31, 2015
Issued during period
As at December 31, 2016

-
-

-
210,000
210,000

-
-

-
-
62

-72-GUYANA GOLDFIELDS INC.
Notes to Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share amounts)
For the twelve months ended December 31, 2016 and December 31, 2015

17. GENERAL AND ADMINISTRATIVE EXPENSES

For the year ended December 31
Salaries and related benefits

Office, travel, insurance and other expenses

Professional fees

Shareholder relations and filing fees

Total

$

2016
3,384

975

1,100

280

2015
2,476

$

999

649

201

$

5,739

$

4,325

18. EXPLORATION AND EVALUATION EXPENSES

For the year ended December 31

Other Properties

Aranka Gold Property

Aurora Gold Project

Total

Aranka Gold Property

$

$

2016

482

916

-

1,398

$

$

2015

1,358

258

-

1,616

The Company’s has a 100% interest in these properties, and at the option of the Company, the permit holders
remain entitled to net smelter return royalties that vary from 1.5% to 2% or a fixed payment amount in lieu thereof.

Other Properties

Other properties represent exploration expenditures at exploration targets near the vicinity of the Aurora mine. The
Company has a 100% interest in these other properties and at the option of the Company, the permit holder remains
entitled to a net smelter return royalty of 1.5% or a fixed payment amount in lieu thereof.

19. NET FINANCE EXPENSE

For the years ended December 31
Interest expense on Project Loan Facility

Deferred financing amortization

Write-off of deferred financing costs1

Net gain (loss) on derivative instrument (Note 12)

Foreign exchange (loss) gain

Other items, net

Total finance expense

$

$

$

2016
(9,178)

(3,629)

(7,271)

2,360

(73)

110

2015
-

(2,359)

628

22

(17,681)

$

(1,709)

1 On December 23, 2016 the company restructured its debt facility, resulting in the write-off of the unamortized
deferred financing fees. See Note 13.

-73-GUYANA GOLDFIELDS INC.
Notes to Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share amounts)
For the twelve months ended December 31, 2016 and December 31, 2015

20. INCOME TAXES

The Company’s effective income tax rate differs from the amount that would be computed by applying the federal
and provincial statutory rate of 26.50% (2015 – 26.50%) to the net loss. The reasons for the differences are a result
of the following:

For the years ended December 31
Net income (loss) before taxes

EXPECTED TAX (EXPENSE) RECOVERY AT STATUTORY RATES
Tax effects of:

Change in unrecognized deductible temporary differences
Stock-based compensation
Change in tax rates
Foreign tax rate differentials
Other

Tax (expense) recovery

2016
44,462

(11,782)

(1,119)
(299)
(1,058)
(2,501)
(718)
(17,477)

$

$

2015
(8,873)

$

2,351

27,284
(284)
-
(95)
(320)
28,936

$

Beginning in 2017, the statutory tax rate in Guyana has been reduced from 30% to 27.5%.

At December 31, 2016, net deferred tax asset of $11.6 million (December 31, 2015: $28.9 million) has been
recognized.

This is composed of a net deferred tax liability of $4.2 million (December 31, 2014 net deferred tax asset of $9.1
million) that has been recorded in a foreign subsidiary that arose from non-capital
losses on pre-commercial
production operations, net of the deferred tax liability relating to deferred financing costs and exploration and
evaluation assets in excess of their tax base. Significant components of the deferred tax (liability) asset in the
foreign subsidiary includes:

For the years ended December 31
Deferred income tax assets
Deductible temporary differences related to:

Non-capital loss carry-forwards
Unrealized derivative losses
Asset retirement obligation

Deferred income tax liabilities
Taxable temporary differences related to:

Deferred financing costs
Exploration & evaluation assets
Unrealized derivative gains

Deferred income tax (liability) asset, net

2016

2015

$

$

$

$

$

10,225
-
7
10,232

(436)
(13,707)
(331)
(14,474)

(4,242)

$

$

$

$

$

18,058
663
1,206
19,927

(3,270)
(7,538)
-
(10,808)

9,119

In addition, a deferred tax asset of $15.9 million (December 31, 2014: $19.8 million) has been recorded in a foreign
branch that arose from non-capital losses and exploration and evaluation expenditures. Significant components of
the deferred tax assets in the foreign branch:

As at December 31
Deferred income tax assets
Deductible temporary differences related to:

2016

2015

-74-GUYANA GOLDFIELDS INC.
Notes to Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share amounts)
For the twelve months ended December 31, 2016 and December 31, 2015

Non-capital loss carry-forwards
Exploration & evaluation assets

Movement in the net deferred taxes:

For the years ended December 31
Balance, beginning of year
Recognized in profit & loss/change in unrecognized temporary differences
Balance, end of year

$

$

$

$

14,333
1,557
15,890

$

$

18,119
1,698
19,817

2016
28,936
17,288
11,648

2015
-
28,936
28,936

$

$

Projections of income for the Aurora mine and tax planning initiatives between both the foreign subsidiary and
foreign branch, support the conclusion that the recoverability of these deferred tax assets is probable and
consequently, the Company has fully recognized these deferred tax assets.

Deductible temporary differences have not been recognized in respect of:

As at December 31

Non-capital losses

Net capital losses

Property and equipment

Exploration and evaluation

Share issue expenses

Short-term investments

$

$

$

$

$

$

The Company has non-capital losses that will expire, if not utilized, as follows:

2021

2022

2023

2024

2025

2016

66,024

181

2,951

110,874

5,730

918

$

$

$

$

$

$

2026 &
beyond

Barbados

Canada

Guyana

United Kingdom

United States

$

14

$

136

$

20

$

73

$

-

$

2,969

$

-

-

-

-

-

-

-

-

164

377

960

54,978

-

-

-

-

-

-

-

-

-

-

-

486

2015

61,394

390

837

146,990

2,405

885

Total

$

3,212

56,479

5,146

701

486

No
expiry
date

-

-

5,146

701

-

$

14

$

136

$

184

$

450

$

960

$

58,433

$

5,847

$

66,024

The aggregate amount of taxable temporary differences associated with investments in subsidiaries, for which no
deferred tax liability has been recognized as at December 31, 2016 is $9.1 million. No deferred tax liability has been
recognized as the Company controls the timing of reversal and it is not probable that they will reverse in the
foreseeable future.

21. RELATED PARTY TRANSACTIONS

Remuneration of key management personnel of the Company was as follows:

For the years ended December 31

Compensation – salaries and related benefits (i)

Directors fees

$

2016

1,862

495

$

2015

2,060

276

-75-GUYANA GOLDFIELDS INC.
Notes to Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share amounts)
For the twelve months ended December 31, 2016 and December 31, 2015

Share-based compensation

Total

860

3,217

$

$

1,270

3,606

Key management personnel are defined as the senior management team and members of the Board of
Directors.

(i) For 2015, $0.9 million of salaries and related benefits was capitalized as assets under development, a

component of mineral properties, plant and equipment.

All the above related party transactions are in the normal course of operations and are measured at the exchange
amount, which is the amount of consideration established and agreed to by the related parties.

22. COMMITMENTS AND CONTINGENCIES

The Company is committed to $101.4 million for obligations under the debt facility, contractual commitments,
purchases of equipment goods and services, and operating leases, summarized as follows:

Debt principal repayments

Mine closure funding

Other contractual
commitments
Capital purchase
commitments
Operating leases

Total Commitments
At December 31, 2016

Total

2017

2018

2019

2020

80,000

4,000

1,050

14,695

1,686

20,000

1,000

458

14,695

436

20,000

1,000

458

-

436

20,000

1,000

20,000

1,000

84

-

436

50

-

243

$

101,431

$

36,589

$

21,894

$

21,520

$

21,293

$

There
-after

-

-

135

135

Contractual obligations exist with respect to royalties, however the amount cannot be estimated with certainty as is
dependent on net revenues, which is a function of gold price and volume of ounces sold.

23. SEGMENTED INFORMATION

As at December 31, 2016, the Company’s operations comprise a single reporting operating segment engaged in
mineral exploration, development and production in Guyana. As the operations comprise a single reporting
segment, amounts disclosed in the consolidated financial statements also represent segment amounts.

Geographical Information

The following geographical information is provided as supplemental information to users of the financial statements
to further describe the Company’s operations:

As at and for the twelve months ended
December 31, 2016
Mineral properties, plant and equipment

Total assets

Total liabilities

Net (income) loss

Canada

Barbados

Guyana

$

7

104,794

1,886

10,000

-

86

6

206

275,363

333,955

100,099

(37,367)

United
Kingdom

-

-

-

176

Total

275,370

438,835

101,991

(26,985)

-76-GUYANA GOLDFIELDS INC.
Notes to Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share amounts)
For the twelve months ended December 31, 2016 and December 31, 2015

As at and for the twelve months ended
December 31, 2015
Mineral properties, plant and equipment

Total assets

Total liabilities

Net (income) loss

Canada

Barbados

Guyana

$

50

$

32,239

1,458

5,167

-

-

6

74

$

295,830

$

328,152

182,109

(25,508)

United
Kingdom

Total

-

-

2

204

$

295,880

367,391

183,575

(20,063)

24. CAPITAL AND FINANCIAL RISK MANAGEMENT

Capital Management

The Company manages its capital with the following objectives:

•

•

to ensure sufficient financial flexibility to achieve the ongoing business objectives including funding of future
growth opportunities, and pursuit of accretive acquisitions; and
to maximize shareholder return through enhancing share value

The Company considers its capital to be (1) equity, comprising share capital, stock options, contributed surplus and
accumulated deficit, which at December 31, 2016 totalled $337.1 million (December 31, 2015 - $183.8 million), and
(2) long-term debt, which at December 31, 2016, was $78.4 million net of unamortized debt issuance costs
(December 31, 2015 – $116.8 million).

The Company manages capital through its financial and operational budgeting processes that are approved by the
Company’s Board of Directors. The Company reviews its working capital and forecasts its future cash flows based
on operating expenditures, and other investing and financing activities. The forecast is regularly updated based on
exploration and mine operating activities, as well as anticipated future gold production plans. Selected information
is frequently provided to the Board of Directors of the Company. The Board of Directors does not establish
quantitative return on capital criteria for management but rather relies on the expertise of
the Company's
management team to sustain the future development of the business. The Company’s capital management
objectives, policies and processes have remained unchanged during the twelve months ended December 31, 2016.

The Company monitors its capital structure and makes adjustments according to market conditions in an effort to
meet its objectives given the current outlook of the business and industry in general. The Company may manage
its capital structure by issuing new shares, repurchasing outstanding shares, taking on debt, adjusting capital
spending, or disposing of assets. The capital structure is reviewed by management and the Board of Directors on
an ongoing basis.

Financial Risk Management

The Company’s activities expose it to a variety of financial risks: market risk, liquidity risk and credit risk. Risk
management is carried out by the Company's management team with guidance from the Board of Directors. The
Board of Directors also provides regular guidance for overall risk management. The Company uses derivatives as
part of its risk management program to mitigate variability associated with changing market values related to diesel
price risk exposure. The Company does not purchase derivative financial instruments for speculative purposes.

(a) Market risk

Market risk is the risk that changes in market factors, such as commodity prices, foreign exchange rates or interest
rates, will affect the value of the Company’s financial instruments.

Commodity price risk

-77-GUYANA GOLDFIELDS INC.
Notes to Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share amounts)
For the twelve months ended December 31, 2016 and December 31, 2015

The Company’s cash flow and financial position are subject to price risk due to fluctuations in the market price of
gold. Gold prices are affected by numerous factors beyond the Company’s control. Fluctuation in the price for gold
may adversely affect (1) the Company’s ability to profitably operate Aurora Gold Mine, (2) influence the course of
action taken in operating the mine in the future, (3) ability to obtain additional financing, and (4) affect the Company’s
ability to meet the Facility’s financial and non-financial covenants. For the year ended December 31, 2016 the
Company’s revenues and cash flows were subject to high and low gold prices of $1,339/oz and $1,092/oz,
respectively. A 10% change in gold price would impact the Company’s net earnings before tax for the year ended
December 31, 2016 by $19.4 million (December 21, 2015 – Nil).

The Company’s cost of sales is affected by volatility of diesel price. The Company consumed approximately 21.5
million litres of diesel fuel during 2016. To mitigate this volatility, the Company employs a strategy of using derivative
contracts to reduce exposure to changes in diesel prices (note 12). For the year ended December 31, 2016,
approximately 7.1 million litres of diesel were not hedged using financial contracts and a 10% change in diesel price
would impact the Company’s current year net earnings before tax by $0.3 million.

The Company is also exposed to fair value movements on the available for sale investment. A 10% increase or
reduction in SolGold’s share price at December 31, 2016 would have increased or reduced comprehensive income
by $3.1 million (December 21, 2015 – Nil). There is no impact on net earnings.

Currency risk

Currency risk is the risk that the fair value of, or future cash flows from, the Company’s financial instruments will
fluctuate because of changes in foreign exchange rates. The Company's functional currency is the United States
dollar and major purchases are transacted in United States dollars.

The Company is subject to gains and losses due to fluctuations in the Canadian dollar, Guyanese dollar and British
pound against the United States dollar. Sensitivity to a plus or minus 10% change in all foreign currencies (Canadian
dollars, Guyanese dollars and British pounds) against the United States dollar with all other variables held constant
as at December 31, 2016, would affect the statements of operations and comprehensive income (loss) by
approximately $1.2 million (December 31, 2015 - $0.6 million).

The Company funds its exploration activities in Guyana on a cash call basis using United States dollars converted
from its Canadian dollar bank accounts held in Canada. The Company maintains Canadian and United States dollar
bank accounts in Canada, and Guyanese and United States dollar bank accounts in Guyana. Similarly, the
Company foreign exchange exposure to fluctuations in the Canadian and Guyanese dollars is not significant as its
annual exploration expenditures, and Canadian dollar cash balances, are both relatively small. The share price of
Company’s available for sale investment is denominated in British ponds.

A significant portion of the Company’s corporate administrative costs are denominated in Canadian dollars.
Fluctuations in the United States dollar exchange rate against the Canadian dollar are not expected to cause a
significant impact.

Interest rate risk

Interest rate risk is the impact that changes in interest rates could have on the Company’s earnings and assets. In
the normal course of business, the Company is exposed to interest rate fluctuations as a result its long-term debt,
and its cash being invested in interest-bearing instruments. The Debt Facility bears interest at a variable rate (3-
month LIBOR plus 3.5% - 3.75%).

A plus or minus 1% interest rate change on the Company’s cash balances and long-term debt with all other variables
held constant as at December 31, 2016 would not have a material impact on net earnings. The Company evaluates
on an ongoing basis opportunities to hedge its interest rate exposure on its long-term debt.

-78-GUYANA GOLDFIELDS INC.
Notes to Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share amounts)
For the twelve months ended December 31, 2016 and December 31, 2015

(b) Liquidity risk

Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as
they come due. The Company’s liquidity and operating results may be adversely affected if its access to the capital
market is hindered, whether as a result of a downturn in stock market conditions generally or as a result of conditions
specific to the Company.

See note 22 for a summary of the Company’s committed financial obligations.

The Company’s future operating cash flow and cash position are highly dependent on gold prices, as well as other
factors. Taking into consideration the Company’s current cash position, volatile equity markets, and global
uncertainty in the capital markets, the Company is continually reviewing expenditures and assessing business
opportunities to enhance liquidity in order to ensure adequate liquidity and flexibility to support its growth strategy,
while continuing production at its current operations. A period of continuous low gold prices may necessitate the
deferral of capital expenditures which may impact development work and project completion, as well as production
from mining operations. In addition, in such a price environment, the Company may be required to adopt one or
more alternatives to increase liquidity. The Company regularly evaluates its overall cash position and forecasted
cash flows to ensure preservation and security of capital as well as maintenance of liquidity. Forecasting takes into
consideration the Company’s debt financing, covenant compliance and internal liquidity targets.

(c) Credit risk

Credit risk is the risk of financial loss to the Company if a third party to a financial instrument fails to meet its
contractual obligations, and arises principally from the Company’s sales of gold, and also from its financing activities
including deposits with banks, and derivative contracts.

The Company sells its gold to a select financial institution. The Company does not have any historical experience
relating to customer default, but considers the credit risk associated with gold sales to be minimal. The Company
is not economically dependent on a limited number of customers for the sale of its gold.

The Company is also exposed to credit risk related to derivative assets which is equal to the carrying value of the
asset. There is no credit risk associated with derivative liabilities. The Company manages credit risk related to
derivatives by entering into contracts with high credit-quality counterparties. At December 31, 2016, the Company
has entered into derivative contracts with a chartered Canadian bank.

The maximum credit exposure at December 31, 2016 is approximately $13.6 million (December 31, 2015 -
approximately $1.2 million). The Company maintains substantially all of its cash in interest bearing bank accounts
at select Canadian chartered banks.

-79-GUYANA GOLDFIELDS INC.
Notes to Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share amounts)
For the twelve months ended December 31, 2016 and December 31, 2015

25. FAIR VALUE MEASUREMENT

The following table sets forth the Company’s financial assets and liabilities that are measured at fair value on a
recurring basis by level within the fair value hierarchy. Levels 1 to 3 of the fair value hierarchy are defined based
on the degree to which fair value inputs are observable or unobservable, as follows:

•
•

•

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for
the asset or liability, either directly or indirectly; and
Level 3 inputs are unobservable (supported by little or no market activity).

For years ended December 31

2016

2015

Cash and cash equivalents

Financial assets fair valued through profit and loss

Diesel swaps

Available
sale
comprehensive income

for

investments

through

other

Available for sale investment

Financial liabilities fair valued through profit and loss

RSU plan

Level 1

Level 2

Level 1

Level 2

73,151

-

12,899

-

-

-

-

1,092

30,699

62

-

-

-

(2,320)

-

-

Total fair value measured assets and liabilities

73,151

31,853

12,899

(2,320)

During the year ended December 31, 2015, there were no transfers between Level 1 and Level 2 fair value
measurements. The company does not have any financial assets or liabilities that are fair valued based on
unobservable inputs (Level 3).

Long-term debt is measured at amortized cost and includes transaction costs on debt financing. The recorded
value of long-term debt approximates fair value.

26. SUBSEQUENT EVENTS

On February 2, 2017, the Company updated its Mineral Reserves for its Aurora Gold Mine. This updated reserves
estimate will form the basis of our amortization of mineral property assets from January 1, 2017 onwards. Mineral
property assets are depreciated on a units of production basis.

-80-DIRECTORY 

 Directors 

Alan Ferry, 
John Patrick Sheridan, 
Daniel Noone, 
Scott Caldwell,  
Jean-Pierre Chauvin,  
Rene Marion 
David Beatty, 
Michael Richings, 
Wendy Kei 

 Officers 
Scott Caldwell 
Paul Murphy 

 Offices 

Chief Executive Officer  
Executive VP, Finance & Chief Financial Officer 

141 Adelaide Street West, Suite 1608 
Toronto, Ontario, Canada M5H 3L5 
and 
7 North Rd., Lacytown, Georgetown, 
Guyana, South America 

 Transfer Agent 

Equity Transfer & Trust Company 
200 University Avenue, Suite 400, 
Toronto ON M5H 4H1 

 Legal Counsel 

Cassels Brock LLP 
2100 Scotia Plaza, 40 King Street West, 
Toronto, Ontario M5H 3C2 

 Auditors 

PricewaterhouseCoopers LLP 
PwC Tower, 18 York Street, Suite 2600, 
Toronto ON M5J 0B2 

 Shares Traded 

TSX Exchange 

Symbol T.GUY 

Y
 R
O
 T
 C
 E
 R
 I
D

-81- 
 
 
A GOLD MINE IN
PRODUCTION

GUYANA GOLDFIELDS INC.

1608 -141 Adelaide St. West
Toronto, ON Canada M5H 3L5

D: 416-628-5936
F: 416-628-5935
E: info@guygold.com