Annual Report 2019
Tsodilo Resources Limited
2011 Annual Report
Tsodilo Resources Limited
Table of Contents
Management's Discussion and Analysis - P.1
Financial Reporting Responsibility of Management - P.27
IndependentAuditor's Report - P28
Consolidated Financial Statements - P.31
Information for Investors - IBC
TSODILO RESOURCES LIMITED
Management’s Discussion and Analysis
FOR THE YEAR ENDED
DECEMBER 31, 2019
The Management’s Discussion and Analysis has been authorized for
release by the Company’s Board of Directors on June 14, 2020
1 Management’s Discussion and Analysis
This management’s discussion and analysis (“MD&A”) should be read in conjunction with the consolidated financial
statements of the Company and the notes thereto for the years ended December 31, 2019 and 2018. The Company’s
consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS). The
Company’s functional and reporting currency is United States dollars and all amounts stated are in United States dollar
unless otherwise noted. In addition, the Company has three Botswana operating subsidiaries, Newdico (Pty) Ltd., Gcwihaba
Resources (Pty) Ltd. and Bosoto (Pty) Ltd. which have a functional currency of the Botswana Pula, and a South African
subsidiary, Idada 361 (Pty) Ltd. which has a functional currency of South African Rand. This management’s discussion and
analysis has been prepared as at June 14, 2020.
OVERVIEW
Tsodilo Resources Limited (“Tsodilo” or the “Company”) was organized under the laws of the Province of Ontario in 1996 and
continued under the laws of the Yukon in 2002. It is incorporated under laws of the Yukon Territory, Canada, under the
Business Corporations Act of Yukon and the address of the Company’s registered office is 161 Bay Street, P.O. Box 508
Toronto, Ontario, Canada, M5J 2S1. The Company currently exists under the Business Corporations Act of Yukon and its
common shares are listed on the Toronto Venture Stock Exchange (TSX-V) under the symbol TSD.
Tsodilo is an exploration stage company which is engaged principally in the acquisition, exploration and development of
mineral properties in the Republics of Botswana and South Africa. The Company is considered to be in the exploration and
development stage given that none of its properties are in production and, to date, has not earned any significant revenues.
The recoverability of amounts shown for exploration and evaluation assets is dependent on the existence of economically
recoverable reserves, the renewal of exploration licenses, obtaining the necessary permits to operate a mine, obtaining the
financing to complete exploration and development, and future profitable production.
The Company is also actively reviewing additional diamond and base and precious metal opportunities within southern
Africa.
Outstanding Share Data
As of June 14, 2020, 45,347,310 common shares of the Company were outstanding. Of the options to purchase common
shares issued to eligible persons under the stock option plan of the Company, 3,250,000 options are outstanding of which
2,481,250 are exercisable at exercise prices ranging from CAD $0.07 - $0.85.
Outstanding Options
Expiry Date
September 1, 2020
January 4, 2021
April 8, 2021
January 2, 2022
April 3, 2022
January 2, 2023
March 26, 2023
January 2, 2024
June 6, 2024
January 2, 2025
Total
No. of Option Shares Outstanding
Exercisable
100,000
200,000
250,000
200,000
400,000
200,000
500,000
200,000
925,000
275,000
3,250,000
100,000
200,000
250,000
200,000
400,000
200,000
450,000
150,000
462.500
68,750
2,481,250
Exercise Price (CAD)
$0.70
$0.72
$0.79
$0.69
$0.85
$0.65
$0.55
$0.28
$0.17
$0.07
As of June 14, 2020, there are no warrants outstanding.
2 Principal Shareholders of the Company
To the best of the Company’s knowledge, the principal shareholders (greater than 5%) of the Company as of June 14, 2020,
are as follows:
Name
Description
Azur LLC
Private Investment Vehicle
Lucara Diamond Corporation
Diamond Mining Company
David J. Cushing
James M. Bruchs
Investor
Chairman and CEO
First Quantum Minerals
Global Mining Company
Shares
Owns, Controls
or Directs
% of the Issued
and Outstanding
Shares
4,996,065
4,476,773
4,327,579
2,285,619
2,272,727
11.02%
9.87%
9.54%
5.04%
5.01%
Exploration Activities 2019
Subsidiaries
◊
◊
◊
◊
◊
The Company holds a 100% interest in its Botswana subsidiary, Gcwihaba (Pty) Limited (“Gcwihaba”) which holds
seven (7) metal (base, precious, platinum group, and rare earth) prospecting licenses.
The Company holds a 100% interest in its Botswana subsidiary, Bosoto (Pty) Limited (“Bosoto”), which holds two (2)
precious stone prospecting licenses; PL369/2014 for the area which contains the BK16 kimberlite and precious
stone prospecting license PL217/2016.
The Company holds a 100% interest in Newdico (Pty) Limited. (“Newdico”), which holds one (1) industrial minerals
prospecting license PL091/2019, effective January 1, 2020. Newdico also provides administrative, operational,
exploration, geophysical and drilling services to the Company’s other subsidiaries.
The Company holds a 70% interest in its South African subsidiary, Idada Trading 361 (Pty) Limited (“Idada”), which
holds a gold and silver exploration license (Ref: MP30/5/1/1/2/1047PR) in the Barberton area.
The Company holds a 100% interest in Tsodilo Resources Bermuda Limited to which the shares of its operating
subsidiaries are registered.
1.
DIAMOND PROJECTS
The Company holds two prospecting licences for precious stones, registered to Bosoto. These licenses are summarized in
Table 1.
Precious Stone Prospecting Licenses as at December 31, 2019
Table 1
PL Number
Km²
Grant
Expiry or
Current
Expenditure1
Total Expenditure from
Date
Renewal
Stage
Per Annum
Grant Date and if held to
Date
(BWP)
Full License Term
Rental
Work
BWP
USD as at
Fee
Program
12/31/2019
PL 369/2014
1.02
10/01/19
9/30/21
2nd Renewal
1,000
20,000,000
20,000,000
40,002,000
3,815,750
PL 217/2016
TBD2
TBD2
TBD2
1st Renewal
TBD2
TBD2
TBD2
TBD2
1 Amounts include services accounted for at market value provided by Tsodilo and its subsidiaries and all expenditure amounts are
incremental in nature and qualified by positive results in the evaluation process throughout the license term.
2 As at June 14, 2020, the license is currently in the renewal process.
1.1 PL369/2014 (BK 16)
Bosoto was granted prospecting license (PL369/2014) over the BK16 kimberlite pipe effective October 1, 2014. The
prospecting license was renewed for an additional two-year period commencing October 1, 2017 and a second two-year
renewal application was granted effective October 1, 2019.
3 The diamondiferous BK16 kimberlite pipe is located within the Orapa Kimberlite Field (” OKF”) in Botswana and covered by
~25 meters (m) of Kalahari Group sediments. BK16 is located 37 kilometers (km) east-southeast of the Orapa Diamond Mine
AK01, 25 km southeast of the Damtshaa Diamond Mine, and 13 km north-northeast of the Letlhakane Diamond Mine, all
operated by Debswana and 28 km east-northeast from Lucara Diamond Corporation's Karowe Mine (AK6).
The OKF contains at least 83 kimberlite bodies, varying in size from insignificant dykes to the 110 hectares (ha) AK01
kimberlite pipe. Ages of emplacement are Cretaceous and range from 111 Ma for Lethlakane-DK01 (Letlhakane Mine) to 85
Ma for Orapa-AK01, representing a protracted period of kimberlite magmatism lasting approximately 20 million years. Of the
83 known kimberlite bodies, eleven (11), AK01, AK02, AK07 (Orapa, Debswana); AK06 (Karowe, Lucara Diamond Corporation);
BK01, BK09, BK12 and BK15 (Damtshaa, Debswana); DK01 and DK02 (Letlhakane, Debswana); BK11 (Firestone Diamonds), are
currently being or have been mined.
In July 2016, Tsodilo Resources Bermuda Limited completed a share repurchase and royalty fee agreement with its Bosoto
(Pty) Ltd minority shareholders. The minority shareholders’ 25% equity interest was purchased for a 2% gross proceeds
royalty derived from the sale of diamonds mined from Bosoto’s BK16 kimberlite project. The result of this transaction resulted
in Tsodilo having a 100% interest in Bosoto and its BK16 exploration project.
Summary of Work Performed as at December 31, 2019
The Company was granted the prospecting license in October 2014 and moved to undertake detailed ground magnetic and
gravity surveys over the license area which defined the surface area of BK16 as ~5.9 ha which is a substantial increase from
the previous historical estimate of 3.5 ha. A 3,662-meter (m) core drilling program followed which led to a significantly
updated geological model identifying the main kimberlite phases and revealed that the dilution zone around the historical
shaft and tunnel system was limited to an upper central part of the kimberlite rather than covering the entire kimberlite as
previously proposed.
To assess the diamond value of the kimberlite, a Phase I mini-bulk sampling program consisting of fourteen (14) 24-inch
Large Diameter Drilling (LDD) drill-holes totaling 3,121 meters was initiated. This program extracted 2,077 tonnes (calipered)
of kimberlite. These LDD drill-holes were advance drilled by a 3,220 m core pilot drill-hole program which tested the
geological model for accuracy ahead of the LDD program.
The Phase I LDD samples (243) were processed at the Company’s dense media separation (DMS) plant ahead of X-Ray
diamond separation and final hand sorting at the Company’s secure recovery unit. The diamond recovery resulted in 509
diamonds weighing 78.403 carats.
Diamonds recovered in the Phase I program were studied by third-party qualified industry experts who concluded:
sample average price for this sample was US$176.44 per carat (see, Table 2);
BK16 contains very high-quality diamonds dominated by highly marketable shapes and contained no boart;
diamond breakage was very low; and,
3.8% of these diamonds were positively identified as Type IIa of mainly D color.
The Company retained the services of an industry leading expert in size frequency distribution (SFD) modelling to model the
SFD of the BK16 kimberlite. The SFD of the diamonds recovered from the LDD samples indicated that the size distribution of
BK16 could be coarser than several producers in southern Africa. There are indications that BK16 could have a broadly
similarly coarse shaped size distribution to that of the Lucara’s Karowe Mine (Botswana), Petra Diamonds’ Premier Mine
(South Africa), and Lucapa Diamond’s Mothae Mine (Lesotho). This course distribution could be extrapolated to indicate that
4 BK16 has the potential to host ~2-5% large special stone of over 10.8 carats in size (which compares favorably with Lucara
Diamond Corp.’s Karowe Mine (AK6) production of specials.
The SDF modelling was further used to extrapolate the likely in-situ or “run of mine” value and grade of BK16, where the
diamond value was modelled at US$ 281 to US$ 792 and the grade was modelled at 4 to 8 carats per hundred tonne (cpht),
see the detailed breakdown in Table 3. These were achieved by forward modelling to a full kimberlite run of mine projection
based on the SFD data for the Phase I LDD diamonds. The SFD study concluded that there is a clear under sampling of coarse
stones thus far at BK16 which adds significant uncertainty to the grade and value modelled. This uncertainty is explained by
the fact that the current 2,077 dry metric tonne LDD sample represents a distinct under sampling of the true SFD of the BK16
kimberlite (~0.01% of the total kimberlite body). This under sampling explains why the sample grade and diamond value are
well below the modelled grade and value, and thus why the value and grade modeling reported are so important and should
be considered a more accurate reflection of a likely BK16 run of mine production.
This SFD modeling lead to a scoping level range analysis Techno-economic modelling of the deposit using some defined
variables and options for developing the project. The variables and options considered as part of this analysis were:
◊
Two main alternatives were considered, a 1 Mtpa and 2 Mtpa mine. For each of these alternatives several
geological, processing (mining and treatment) and economic factors were considered.
Low $300 /ct vs. Mid $500 /ct vs. High $650 /ct using the estimated grade (average ~ 5.5 cpht)
Toll treatment option vs. Build Own Plant vs. Treat at a refurbished plant
Discount rate 6.5%, with flat USD/BWP exchange rate and flat diamond price vs. Discount rate 5%, with
divergent USD/BWP exchange rate and diamond price rises by 3% vs. Discount rate 8%, with fixed
USD/BWP exchange rate and flat diamond price.
◊ Other inputs into the model were sample results from the Phase 1 LDD bulk samples; geostatistical estimating of
the grade; several potential mine designs; an economic model based on estimates for CAPEX and OPEX for each
option were considered.
A combination of the alternatives considered here produced 27 outputs for each alternative considered. This returned a
range of possible project Net Present Values (NPV) considering all the options. This range analysis suggests that a positive
NPV project is very much possible up to around 150 million USD NPV. The range analysis suggests that at diamond values
around $350/ct the target could support a well-managed toll treatment operation. As the value increase to $500-550 it would
be viable to contemplate a variety of low-capital intensity operations. At values above $600-650/ct the strategy of a
developing a stand-alone full-size operation should be pursued.
These encouraging results suggest that BK16 has the potential to become a mineable asset, and suggest that the BK16
project employ a surface bulk sample method to augment the Phase 1 LDD sampling for its next stage of evaluation.
Table 2
Phase I diamond valuation details.
Parcel
1
2
3
All
# of Diamonds
94
130
278
502
Total Carats
17.045
17.700
43.195
77.940
US$ / Carat
$195.45
$196.37
$161.03
$176.44
5
Phase I SFD modelled grade, diamond value and kimberlite value.
Table 3
Variable
Grade
Diamond Value
Kimberlite Value
Unit of
Measure
cpht
US$/carat
US$/tonne
BK16
Sample
3.8
177
6.6
Min
4
281
11
Current BK16 SFD Study
P20
5
290
15
P80
7
600
38
Max
8
792
67
Future Plans and Outlook for BK16
The encouraging results from the Phase I program justifies moving onto Phase II which is to increase the number of carats
recovered significantly by processing a far larger sample which will lead to an increase in the certainty of the grade and
diamond value. Phase IIa will consist of the following:
Phase IIa Surface Bulk Sampling:
Extract ~20,000 metric tonnes of kimberlite to obtain 800 to 1,600 carats of diamonds;
Significantly improve the understanding of the grade of the deposit in carats per hundred tonnes (cpht);
Solidify further the accuracy of the high diamond value in US$ per carat;
Further confirm the presence and quality of the Type IIa diamond population;
Confirm the presence of larger stones and demonstrate that BK16 will be a significant producer of special stones
above 10.8 carats and >100 carat stones;
Define an inferred resource; and,
Further refine the accuracy of the economic fundamentals of the project to move towards detailed feasibility
studies and ultimately mining.
Since the completion of Phase I, the Company has been developing the Phase IIa program with third-parties to ensure that
sufficient carats are obtained in the most cost effective and viable manner. It was determined that a surface bulk sample of a
box-cut style design will be the most economic and viable option for Phase IIa. To this end a number of contract mining
companies were contacted to quote on this surface bulk sample. Tsodilo has held advanced discussions with Trollope
Botswana (Trollope) for the purpose of undertaking the box-cut style surface bulk sampling program on behalf of the
Company. Trollope is the main contract mining company at Lucara’s Karowe mine (AK6) located 25 kilometers south-west of
BK16. Trollope has the experience and expertise to conduct this surface bulk sample in an efficient, safe and professional
manner.
The envisioned Phase IIa surface bulk sampling of this type constitutes standard industry practice for diamond exploration of
kimberlites like BK16 to gain enough carats for an effective economic analysis. The Phase IIa bulk sample design will be a
basic small and shallow box-cut style sample. Twenty-five (25) meters of over-burden will be stripped to expose the
kimberlite below resulting in a depth of the box-cut design of 30 - 35 meters. The bulk sample design plans are being
finalized and these along with a rehabilitation design will be verified by an independent qualified mining engineer prior to
final consultation with and approval by the Department of Mines (DOM).
This will be followed up by a 5,000 tonnes LDD program plus another 20,000 tonnes of surface bulk sample in phase IIb.
Phase IIa and Phase IIb should provide a total of 1,800 to 3,600 carats from (for 4 cpht to 8 cpht) and provide a solid
foundation for progressing the BK16 project.
1.2 PL217/2016
PL 217/2016 was acquired in the second quarter of 2017. The license has an effective date of January 1, 2017 for an initial
period of 3 years followed by two 2-year renewals. During the quarter a letter was sent to the Department of Mines and staff
6 at the Ministry of Minerals and Resources, Green Technology and Energy Security detailing some further explanation of our
Modification to the Prospecting program for Bosoto PL21/2016 that was filled in the last quarter, where we modified the
expenditures and expanded on the rational for these modifications, and is currently pending.
Further to this, a relinquishment report and first renewal application was filed with the Department of Mines during the 3rd
quarter 2019 relinquishing 49.2% of the current licenses and retaining 50.8 %, see Table 4 below.
Table 4
Details of relinquished areas
PL Number
Area (km2)
Percentage Area (%)
Original
Relinquish
PL217/2016
580
285.28
Renew
294.72
Relinquish
49.2%
Renew
50.8%
The license lies within the OKF and is situated some 10 km south of the Orapa Mining area and with the same distance to the
west of the Letlhakane Mining lease. It surrounds the Karowe Mining lease, while the BK11 prospect is directly to the east of
the licence. Other kimberlites occur along its northern and eastern borders. The licence is highly prospective for kimberlites
but also has the potential to contain secondary diamond deposits associated with the paleo-drainage network in the area.
The present drainage is to the north and erosion of the kimberlites would have resulted in the residue, including diamonds,
to have been transported in the same direction. The focus of the exploration work would therefore be not only on finding
kimberlites but also to assess the geomorphology in the search for paleo-channels and alluvial diamond deposits.
Summary of Work Performed as at December 31, 2019
A novel mix of remote sensing strategies which involved studying in combination air magnetic surveys; Aster LT1; Aster GED
Emissivity; Landsat ETM 7+; Landsat LC08, Landsat 8 False Color, Shuttle Radar Topography Mission (SRTM) digital elevation
models (DEM); and regional digitized geology, helped identify a number of potential alluvial and kimberlite targets for
further exploration.
This initial investigation lead to a program of ground magnetics surveys over these targets which were conducted in two
stages, and totaled 246 survey line km. This further refined the understanding of the area and identified 12 kimberlite targets
of which 5 are high priority. Additional high-resolution ground gravity surveys followed and were conducted along lines
perpendicular to the previously identified paleo-channels and also down stream of AK6 and BK11. Modelling of the ground
magnetic and ground gravity data led to the identification of a number of paleo-channels. Where alluvial gravel paleo-
channels have characteristically lower densities, and as such can be identified as having a lower gravity than the surrounding
area. This modelling indicated significant overlaps between these ground geophysical surveys and the remote sensing
interpretations for the locations of subsurface paleo-channel alluvial targets. Several prospective paleo-channel targets close
to present-day drainages at ~15 to 40 meters below surface have been noted. Those channels may contain alluvial diamonds
sourced from AK6 (Karowe / Lucara Diamond Corp.) and BK11 (Firestone Diamonds) and could contain large diamonds that
are characteristic of AK6.
The OKF’s age ranges from 101 Ma to at least 88 Ma indicating that the erosion levels of the various kimberlites will be
different. These differences have geomorphological implications which have led to a refinement of our understanding of the
alluvial potential in the area and led to the development of a new geomorphological model of the area in order to prioritise
targets, where there are now 4 high priority alluvial targets, alongside the 5 high priority kimberlite targets.
7
A detailed ground magnetic survey was conducted in the quarter over a small annexed portion of the license located just
east of the Letlhakane Mine which up till now was not studied in detail. This was to investigate some subtle kimberlite
anomalies in the regional aeromagnetic data, and also to map out any ancient paleo-channels within the area. A total of 49
north-south regular lines and 1 tie line (oriented east-west for levelling purposes) were completed, covering 201-line
kilometres in total. The average length of the regular and tie lines was 4 km and 2.4 km respectively. The number of magnetic
points recorded was 53,487 and the grid area was 9.5 km2. The results for this ground magnetic survey conclude there is no
potential for either a kimberlite or a diamondiferous paleo-channel within this part of the license, as the paleo-flow direction
is in the wrong direction to source diamonds from the Letlhakane mine. Further to this, it was determined that some paleo-
channels are infilled with basalt which is older than the kimberlites in the area. As such no further work is warranted and
hence this small annexed area has been wholly relinquished.
Future Work on PL217/2016
The initial exploration results for the remaining ground within this prospecting license are encouraging and require further
investigation. The next exploration program will consist of:
further high-definition ground magnetic surveys over the license to further test for other potential diamondiferous
paleo-channels;
a soil sampling program has been planned to help delineate drilling targets by identifying kimberlite indicator
areas around some of the kimberlite targets identified;
this will lead to a prioritized drill program to test the alluvial targets and the kimberlite targets.
If successful and diamonds are identified in either the alluvial targets or the kimberlite targets this will led to a bulk
sampling programs of these successful prospects.
2. METALS (BASE & PRECIOUS, PLATINUM GROUP METALS, AND RARE EARTH ELEMENTS) PROJECTS
The Company’s current seven Prospecting Licences have evolved with time into a package which covers some 4,920.50 km²
(Table 5).
Table 5: Gcwihaba Metal Licenses as at December 31, 2019
PL Number
Km²
Grant
Expiry or
Current
Expenditure*
Total Expenditure from
Date
Renewal Date
Stage
Per Annum
Grant Date and if held to
(BWP)
Full License Term
Rental
Work
BWP
USD as at
Fee
Program
12/31/2019
PL 020/2018
570.00
10/01/18
9/30/21
Initial Grant
PL 021/2018
964.90
10/01/18
9/30/21
Initial Grant
PL 022/2018
317.10
10/01/18
9/30/21
Initial Grant
PL 023/2018
978.60
10/01/18
9/30/21
Initial Grant
PL 024/2018
807.30
10/01/18
9/30/21
Initial Grant
PL 025/2018
454.50
10/01/18
9/30/21
Initial Grant
PL 026/2018
828.10
10/01/18
9/30/21
Initial Grant
2,850
4,825
1,586
4,893
4,037
2,273
4,141
240,000+
240,000+
240,000+
240,000+
240,000+
240,000+
240,000+
248,550
254,475
244,758
254,679
252,111
246,819
252,423
23,709
24,274
23,347
24,294
24,049
23,544
24,061
4,920.50
24,605
1,753,815
166,278
+ 1st year 70,000 BWP; 2nd year 80,000 BWP; and 3rd year 90,000 BWP
The exploration work conducted on the Gcwihaba licenses has developed over time and the following targets are currently
being explored within Neoproterozoic rocks within the licenses which are comprised of Copper Belt (Lufilian Arc)-equivalent
meta-sediments (including graphitic phyllites, schists, marbles (carbonates), diamictites, and iron formation), metabasites
and gabbros (535 Ma):
8
1.
2.
3.
4.
Xaudum Iron Formation – which comprises a banded magnetite deposit and iron rich schists that are
contained within the Grand Conglomerate Formation (linked to the Chuos in Namibia);
Sedimentary Cu/Co (Katanga type sediments) within the entire Neoproterozoic package;
Xaudum Gold Project – Gold mineralisation linked to the Xaudum Iron Formation; and
Skarn REE and Cu targets – These are secondary skarn targets generated within the marbles (carbonates) rich
lithologies and include secondary enrichment in REE and Cu.
These targets are explored in more detail below.
2.1 XAUDUM IRON FORMATION (XIF)
The metal licenses which contain the XIF project and the prospective copper targets, were renewed in their entirety effective
October 1, 2018 for an initial term of three (3) years with two 2-year renewals.
The XIF is a banded magnetite iron formation intimately associated with glacial diamictites of the Grand Conglomerate
(Chuos equivalent) and is the cause of the large Xaudum Magnetic Anomaly that extends over 35 km in a north-south
direction with several magnetite bands that occur over a width of several kilometres.
Summary of Work Performed as at December 31, 2019
Exploration of the XIF is driven by geophysics as there is no outcrop and there is significant Kalahari cover overburden of
sands and calcrete. To this end, the Company has completed over 1,800 km2 (~20,000-line kms) of ground magnetics to
define the extent of the highly magnetic XIF, which has been used to drive the resource drilling program. Drilling of Block 1,
at the northern part of the XIF deposit, was completed with 156 drill holes totalling 30,935 meters of drilling (~19 miles). This
drilling resulted in a geology and mineralisation model being generated using the Gocad modelling package. This model was
used by SRK Consulting (U.K.) to define Gcwihaba’s maiden Mineral Resource Estimate (MRE) in a National Instrument (NI) 43-
101 technical report for Block 1, via standard pit optimisation techniques. This Block 1 resource is defined as 441 million
tonnes (Mt) grading 29.4% Fe, 41.0% SiO2, 6.1% Al2O3 and 0.3% P. and represents Botswana’s first and only iron resource.
Davis Tube Recovery (DTR) metallurgical test work showed that all major mineralised units are capable of producing a
premium grade magnetite concentrate product of ~67% Fe. This XIF iron concentrate product will be very similar to the iron
ore concentrate fines and pellets feed produced from premium iron ore producers in the U.S., Canada, Brazil, Sweden etc.
and attract a premium value compared to standard global iron ore products.
The reported Block 1 Mineral Resource represents only a fraction of the potential XIF mineralization delimited by the ground
magnetics. An Exploration Target for the entire strike of the XIF is estimated to be 5 to 7 billion tonnes with grades ranging
between 15-40% Fe. This XIF Exploration Target was generated using inversion modelling of the ground magnetic signal
which was compared to local drill-hole model volumes to create inversion model volume conversion factors, these values
were used to define volumes for the entire XIF which were converted to tonnes via measured density values. It is important
to note that the tonnages and grade quoted in this exploration target is conceptual in nature, there has been insufficient
exploration to define this fully as a mineral resource and that it is uncertain if further exploration will result in the full target
being delineated as a mineral resource.
A Phase II evaluation drilling program has begun within the next major XIF magnetic anomaly area, referred to as Block 2.
This Phase II evaluation is expected to result in a significant XIF mineral resource upgrade where the company expects in due
course to define ~2 billion tonnes of total Fe mineralisation based on our Exploration Target understanding.
9 Future Plans and Outlook for the XIF Project
The XIF will produce a premium ore concentrate, these premium ore concentrates with an Fe content above 65% Fe can
increase high quality steel output and produce substantially lower waste and emissions as higher-grade ore uses
substantially less coal per unit of steel than the cheaper lower grade ores that have been the previous main stay for global
steel production. Global demand for these high-grade premium iron ore products and high end concentrate products like
the XIF will produce are currently out stripping demand for normal lower grade direct shipping iron ore products from
standard producers in Australia, India and South Africa etc. and currently command an even higher premium than they have
historically over standard ores. As such the company is currently exploring options for developing the XIF resource. To this
end the Company is looking to initiate a Preliminary Economic Assessment (PEA) for this project. The objective of this PEA will
be to conduct an early stage economic analysis of the potential viability of the mineral resources and to develop a general
strategy to move the project forward, given its premium ore potential. The PEA will include detailed studies into; processing
and engineering strategies; equipment and technology requirements; transport and
infrastructure requirements;
identification of potential environmental and social aspects; associated costs such as capital costs, operational costs, and life-
cycle costs; and, anticipated revenues. The potential for a small scale start-up mine supplying magnetite to a small scale
ferrosilicon (FeSi) plant which will sell FeSi products to the mines in Botswana and the mines in the local SADC area is also
being explored as a way of initiating mining at a small scale while a larger scale mine and infrastructure can be explored and
developed.
2.2 SEDIMENTARY Cu/Co (KATANGA TYPE SEDIMENTS)
General geology
Southeast and east of the XIF Iron project are north-north-west to north-north-east trending mineralized meta-sediments
within the Katanga type sediments of the Neoproterozoic sequence. This meta-sedimentary sequence is very similar to the
parts of the stratiform Cu-Co (Copper-Cobalt) province of the Central African Copper Belt (CACB) and is identical to the host
rocks of the Kalumbila Cu-Ni-Co deposit in western Zambia. These phyllites (black shales), meta-pelites, meta-arenites, and
marbles (carbonates) with evidence of evaporate minerals, in particular bear strong resemblance to the Mwashya rocks in
Zambia. Most lithologies are mineralized with pyrite, pyrrhotite, chalcopyrite and bornite.
The majority of these Katangan Group meta-sediments intersected in drilling are interpreted to belong to the Mwashya Sub-
Group (phyllites, marbles, and meta-pelites units) of the Roan Group, or the Grand Conglomerate Formation (diamictite and
associated units) of the Nguba Group, occurring on each side of the ‘basement high’. The majority of the drilling has taken
place within these two stratigraphic groups. The drilling has shown diamictite alternating with phyllite, marble, and meta-
pelite packages which is attributed to repetition by bedding-parallel thrust faults. The distribution of magnetite-facies XIF is
restricted to the diamictite on the western side of the basement-high, and this probably reflects differences in seawater
chemistry and sedimentary basin inputs across the ‘basement high’ during the Sturtian Glaciation.
Summary of Work Performed as at December 31, 2019
Tsodilo has explored metal targets within these Katanga meta-sediments for a number of years with some success in
identifying Cu and Co metal target areas and proof of concept for further exploration. This led to Tsodilo entering into a joint
venture (JV) with First Quantum Minerals Ltd (FQM) in 2013. Whereby FQM signed a Memorandum of Understanding (MoU)
with Tsodilo Resources Ltd. (Tsodilo) in April, 2013 and an ‘Earn-in Option Agreement’ in November, 2013 for FQM to earn up
to 70% interest in Gcwihaba’s metals prospecting licenses excluding any rights to iron. FQM’s and Tsodilo have collectively
undertaken the following notable exploration data collection activities that have contributed to metal exploration to date:
10
366 core drill samples totaling 77,174 meters of core, including 116 reflex gyro surveys of these holes, and over
51,000 samples sent for assay. These helped identify the geological profile of the area, develop a geological model,
a stratigraphic comparison to the CACB, and identify general areas for further exploration;
220-hole drill program (13,689 meter) known as the Kalahari Geochemistry Program (KGP) was conducted to test
the soil overburden for hydromorphic dispersion of metals from bedrock mineralization on a 2 km grid to locate
targets for further exploration and drilling. These holes were sampled every 2m and sent for ICP assay analysis
(8,326 samples assayed for As, Au, Bi, Co, Pb, Al, Ca, Cu, Mg, Ni, Zn, and Ag). A regolith research specialist from
CSIRO in Australia was retained to assist in this soil overburden assessment and aid in target identification. This
program identified a number or high priority targets for further exploration, although it is notable only one was
drilled to date.
20,000-line km of ground magnetic data helped to define geological structures and features. An airborne electro-
magnetic survey (Spectrem) was flown (16,934-line km) collecting electromagnetic (EM), magnetic and radiometric
data. An airborne gravity survey also was flown but due to technical problems the area was reduced to 10,392-line
kms at a 500 m flight line interval. These surveys contributed in advancing a significant structural and geological
model for the region that aided greatly in exploration targeting;
162 water samples were collected from a combination of KGP, drill holes, government water boreholes and hand
dug water wells in local villages. These were tested for pH and Eh, and sent for multi-element ICP analysis, and
some separate Cu-isotope analysis. This data helped identify bedrock source anomalies and added to target
definition alongside the KGP data set.
In January 2016, FQM notified Tsodilo that it was to terminated the Earn-in Agreement on the back of a major drop in the
global copper price. FQM identified a number of targets but not explored, as a result Tsodilo initiated a review of all data
collected over the area to further define these and other targets that have either been superficially examined or not
investigated at all. This review resulted in defining fourteen (14) high priority Cu and Co targets for further exploration. This
work led to a soil sampling program to help define these targets further. 5,071 soil samples were collected and sieved to 180
mesh from the sub-deflation soil zone during the dry season. The first targets soil samples were sent for a specialized partial
digestion technique which has been specially developed for sampling in covered terrains called TerraLeach at Intertek
laboratories Australia. This data was validated and further studied to remove geomorphological controls and highlighted a
significant target of interest that has be prioritized for drilling.
Further to this, 4 drill-holes have been identified as “under explored for copper” and will be assed for copper. A further review
of the copper targets generated by First Quantum (FQM) was conducted. Targets selected in-house were then compared to
these FQM targets developed from the shallow Kalahari Geochemistry Program (KGP) holes. There is significant overlap
between the two target sets and a review of the data is ongoing to further refine exploration priorities incorporating new
detailed structural and geological mapping data alongside the recent soil sampling information.
Future Plans and Outlook for the Katanga Meta-Sediments Project
The remaining soil samples will be sent for TerraLeach analysis to assist in refining the high priority Cu and Co targets so
focused drilling of these targets can occur. This will be backed up by further detailed local structural and geological reviews
of these target areas to define the structures and features that will be targeted during this drilling program.
2.3 Xaudum Gold Project – Gold mineralisation linked to the Xaudum Iron Formation
Some Gold anomalies have been seen within some of the Xaudum Iron Formation drill holes and associated facies as
described above. This gold project has thus far identified that there is potential for gold mineralization to be associated with
the XIF, where an analogy has been drawn to the Homestake gold deposit in South Dakota, US, where phyllites acted as the
source for the gold deposited in the XIF material.
A detailed review of all data collected to date assisted in identifying a number of potential gold anomalies for further study
within the drill-hole data set, these have been used to assess the potential for generating Gold targets for further exploration
11 within this Xaudum Iron Formation and associated units. This led to a significant core logging and data mining program to
identify current holes that can be processed for gold assay, to date 6 holes have been identified as having potential gold
mineralization and are awaiting gold assay.
Future Plans and Outlook for the Xaudum Gold Project
The gold logging program will continue and holes identified sent for gold assay, which will lead to drill target generation for
further exploration.
2.4 Skarn Rare Earth Elements (REE) and Cu target Project
There are 3 main Skarn anomalies that have been explored drilled by the company these are:
1. 1822C27 skarn anomaly target: this skarn anomaly also known as C27 has had 7 holes drilled into it by the
Company;
2. 1822C26 skarn anomaly target: this skarn anomaly also known as C26 has had 5 holes drilled into it by the
company; and
3. 1822C10 skarn anomaly: this skarn anomaly also known as C26 has had 4 holes drilled into it by the company.
The C26 and C27 anomalies are somewhat spatially associated over a large area allowing for a significant tonnage of
mineralization to be seen over these two anomalies. The C10 anomaly is separated but appears to be a similar style of skarn
anomaly again but is also of significant size. Significant REE and Cu mineralization has been identified in these skarn
anomalies.
The drilling into these skarn anomalies has identified that the skarn development is within the carbonate rich marbles, and
carbonate rich schist rocks within these anomalies. There are also mafic intrusive identified and some granitic like intrusive
seen in these anomalies. The skarn anomalies are composed of endo-skarn and exo-skarn with sulphide and magnetite skarn
alteration mineralization, plus some associated retrograde alterations. These skarn and alteration facies are significantly
enriched in REE up to ~ 1.5 % Total Rare Earth Oxides (TREO) in some intervals over 1m. These are often associated with some
Cu and Co mineralization also.
Early indications show that there could be the potential to hold 10’s of millions of tonnes of TREO and some associated Cu
within these skarns at the range of 0.05% to 1.5% TREO.
Future Plans and Outlook for the Skarn REE and Cu target Project
The next stage is to develop a detailed study of the geology and facies and alterations associated with the skarns and
develop a detailed geological and mineralization model of these skarn anomalies. This will lead to the development of a REE
exploration target tonnage and grade range that will advance the next stage of REE drilling and exploration program to
further define the grade and tonnage of these REE deposits.
3. Newdico (Proprietary) Limited (“Newdico”) – Botswana
The Company holds a 100% interest in Newdico (Pty) Limited. (“Newdico”), which holds one (1) industrial minerals
prospecting license PL091/2019, effective January 1, 2020 for a period of three (3) years expiring December 31, 2022. The
license comprises 266 square kilometers and has a proposed minimum spending commitment inclusive of annual license
fees of BWP 131,330 ($12,527 USD) as at January 1, 2020) if held for the entire license period.
Newdico also provides administrative, operational, exploration, geophysical and drilling services to related companies.
12
4. Idada Trading 361 (Pty) Limited (“Idada”) – Barberton Gold Project, South Africa
Barberton is situated in the De Kaal Valley at the southeastern edge of De Kaap Valley pluton and is fringed by the
Makhonjwa Mountains (Barberton Mountain Land). The Barberton area has a long and colorful history of gold production
producing an estimated 360 tonnes of Au between 1884 and 2012, worth over $13 trillion USD at today’s gold prices.
However, it is noted that around 70% of this was extracted from four main mines Sheba, New Consort, Fairview and Agnes.
A detailed high-quality aerial survey over the Barberton region in 2011 identified hidden structures and faults that were
unknown prior to the survey. This survey has suggested that the Saddleback-lnyoka Shear Zone and the southwesterly
extension of the Barbrook and Sheba faults are possibly continuous to the northwest rather than turning south as previously
inferred. These fault and shear zones are vitally important and are the main host of gold in the region. As such this new
structural interpretation led to the company to apply for ground over this new northwest extension of this fault system, via
its South African subsidiary Idada in the anticipation that it may host significant gold mineralization.
The Company holds a 70% interest in its South African subsidiary, Idada. Idada made application for this exploration license
(Ref: MP30/5/1/1/2/1047PR) in the Barberton area in February 2012. This application was accepted in February 2013 and
consultation was conducted with interested and affected parties in April and June 2013. An Environmental Management Plan
(EMP) was submitted in April 2013 and a site visit was made by various governmental departments (DMR, EWT, and REMDEC)
in September 2013. During the second quarter 2015, notice was received from the Department of Mineral Resources, South
Africa which granted the Company the prospecting rights for gold and silver in the applied for area subject to certain
subsequent conditions being met. The Company has fulfilled those requirements and the Prospecting Right, together with
the EMP, was executed and became effective on April 7, 2016. The Prospecting Right has been granted for a term of five years
effective May 2015.
Notices have been sent to all surface owners of the five farms informing the owners of our intent to access the property to
commence exploration activities. Three land owners, holding most of the target ground, have denied access. This issue has
been submitted to the Department of Mineral Resources (DMR) for resolution.
During the 3rd quarter 2019, the Company was informed that certain portions of our license areas were designated as a World
Heritage site by UNESCO. UNESCO has informed the Company that in accordance with the Operational Guidelines for the
Implementation of the World Heritage Convention, UNESCO are investigating the situation that the Company brought to
their attention. UNESCO has informed us that according to IUCN, the Advisory Body to the intergovernmental World Heritage
Committee concerning nominations of natural heritage sites on the World Heritage List, the overlapping prospecting license
on the western portion of the property or of the presence of Tsodilo Resources Ltd was not brought to the attention of IUCN
during the evaluation process. The documentation related to the evaluation and inscription of the site on the World Heritage
List from UNESCO’s website at: http://whc.unesco.org/en/list/1575/documents.
As the responsibility for nominating sites to the World Heritage List and the management and protection of the World
Heritage properties inscribed is under the authority of the State Party of South Africa, UNESCO advised us that the would be
contacting the appropriate South African office for clarification. To date, it is our understanding that neither the Department
of Mineral Affairs (DMA) nor the Department of Environmental Affairs has responded to UNESCO’s inquiry. In addition to
UNESCO’s inquiries, we also contacted the DMA for guidance and received a response but before the issue could be dealt
with the South African government was shut down due to the COVID-19 virus. We will continue our efforts to engage the
DMA once the government resumes its activities on a full-time basis. In the interim, we have filed a renewal application to
protect our license rights.
13 Summary of Work Performed as at December 31, 2019
A desktop study of all published and available geological, geochemical, and geophysical data was undertaken to define the
geology, and structural regime of the area, including the dip of the target fault structure. This study also incorporated various
remote sensing data sets including open source Landsat satellite imagery and Aster hyperspectral data, this has enhanced
our understanding of the geomorphology and the interplay this has with the geology, the important local weathering
regimes and soil occurrences. All the known gold and base metal occurrences in the immediate area were georeferenced and
added to the database. This led to the East Northeast – West Southwest orientated mineralized thrust fault zones being
incorporated into our detailed geological interpretation, including areas that intersect the main target fault zone located on
the property, and as such have been highlighted for priority exploration. This has given the company all the information it
requires to move into the next “ground truthing” phase of the exploration program.
Future Plans and Outlook for the Barberton Gold Project
Once the issues with the surface owners and UNESCO have been resolved the Company will commence a mapping exercise
based on the geological information acquired by the desktop study to verify the local geology, various geological features,
and soil types. Some soil and/or stream samples are planned to be taken, which will be followed by a detailed ground
magnetic survey to cover the main shear/fault zone in the area to help define drill target locations so to intersect this
structural feature, and identify if there is any significant gold mineralization present in the license.
Exploration and evaluation additions for the period ended December 31, 2019 are summarized as follows:
Bosoto
Botswana
Project
BK 16
Project
PL 217
Total
Precious
Stones
Idada
S. Africa
Precious
Metals
Gcwihaba
Botswana
Metals
TOTAL
Drilling Expenditures
Amortization Drill Rigs, Vehicles & Trucks
$ 16,122
$ 1,018
41,085
33,198
GIS & Geophysics
Lab Analyses & Assays
License Fees
Office, Maintenance, & Consumables
Salaries, Wages & Services
--
8,395
--
26,973
121,273
--
--
--
4,631
108,906
$ 17,140
74,283
--
8,395
--
31,604
230,179
Balance at December 31, 2019
$213,848
$147,753
$361,601
$--
$15,941
$ 33,081
--
--
--
--
--
--
$--
19,131
93,,414
--
--
2,257
15,108
128,346
--
8,395
2,257
46,712
358,525
$180,783
$542,384
14 Exploration and evaluation additions for the period ended December 31, 2018 are summarized as follows
Bosoto
Botswana
Project
BK 16
Project
PL 217
Total
Precious
Stones
Idada
So.
Africa
Precio
us
Metal
s
Gcwihaba
Botswana
Metals
TOTAL
Plant Operations
Drilling Expenditures
Amortization Drill Rigs, Vehicles & Trucks
GIS & Geophysics
Lab Analyses & Assays
License Fees
Office, Maintenance, & Consumables
Salaries, Wages & Services
$ 171,709
40,401
49,436
12,842
7,750
--
116,217
463,479
$ -
10,056
34,395
8,123
--
--
66,603
134,702
$171,709
$ --
$ --
$ 171,709
50,457
83,831
20,965
7,750
--
182,820
598,181
--
--
--
--
--
--
--
19,741
24,280
15,698
14,447
3,539
66,836
99,010
70,198
108,111
36,663
22,197
3,539
249,656
697,191
Balance at December 31, 2018
$861,834
$253,879
$1,115,713
$ --
$243,551
$1,359,264
LIQUIDITY AND CAPITAL RESOURCES
As at December 31, 2019, the Company had a negative working capital of ($1,564,441) [2018: (426,402)], which
included cash of $5,599 (2018: $7,481). These funds are managed in-house in accordance with specific investment
criteria approved by the board of directors, the primary objective being the preservation of capital to assure funding
for exploration activities. On September 28, 2017, the Company sold royalty interest for $1,500,000 (see Financing
Activities below).
Short Term Notes as of December 31, 2019
Date
1-Oct-18
31-Dec-18
31-Jan-19
30-June -19
30-Sept- 19
31-Dec -19
Base Amount
$ 20,000
444,343
85,000
293,687
98,146
95,146
$1,036,322
Interest Rate
8%
8%
8%
8%
8%
8%
Termination Fee
$ 2,000
44,434
8,500
8,646
3,646
3,746
$70,972
Maturity Date
30-Sep-20
30-Dec-20
30-Dec-20
30-Dec-20
30-Dec-20
30-Dec-20
Financial Instruments
The carrying amounts reflected in the consolidated Statement of Financial Position for cash, accounts receivable,
accounts payable, accrued liabilities and loan notes payable approximate their fair values due to the maturities of
these instruments. Certain of the Company’s warrants are classified as derivative liabilities and are recorded at their
estimated fair value. The liability recognized at December 31, 2019 for those warrants is NIL (2018: NIL). Due to the
nature of the Company’s operations, there is no significant credit or interest rate risk.
Operating Activities
Cash outflow used in operating activities before working capital adjustment increased to a loss of ($386,567) from the
year ended December 31, 2019 from a loss of ($766,479) for the year ended December 31, 2018. Most operating
15
expenses were decreased for the year ended December 31, 2019 in total by $238.391 compared to 2018. The large
operating expense reductions for 2019 were in stock based compensation $110,229 compared to 2018 of $252,336,
and Administrative expenses $170,256 compared to 2018 of $206,578. The largest impact on (loss) for the year were
the net rental income for equipment of $303,053 in 2019, $19,090 in 2018 and realized gain on disposal of plant,
property and equipment of $201,600 in 2019, $11,584 in 2018. The largest impact on Comprehensive loss for the year
was foreign exchange translation change gain of $115,543 in 2019, compared to a loss of ($660,663) in 2018.
REMAINDER OF PAGE LEFT BLANK INTENTIONALLY
16 Annual Information
(in US Dollars)
Fiscal Year
December 31
2019
Fiscal Year
December 31
2018
Fiscal Year
December 31
2017
Net loss for the year
Basic loss per share
Basic diluted loss per share
Total other comprehensive income (loss)
Total comprehensive income (loss) for the year
Basic comprehensive loss per share
Diluted comprehensive loss per share
Total assets
Total long-term liabilities
Cash dividend
Quarterly Information
(in US Dollar)
Fiscal Period ended December 31, 2018
Net income (loss) for the period
Basic income (loss) per share
Diluted basic income (loss) per share
Comprehensive income (loss) for the period
Basic comprehensive income (loss) for the period
Diluted comprehensive income (loss) per share
Total assets
Total long-term liabilities
Quarterly Information
(in US Dollars)
Fiscal Period ended December 31, 2019
Net income (loss) for the period
Basic income (loss) per share
Diluted basic income (loss) per share
Comprehensive income (loss) for the period
Basic comprehensive income (loss) for the period
Diluted comprehensive income (loss) per share
Total assets
Total long-term liabilities
Investing Activities
($297,611)
($0.01)
($0.01)
115,543
($182,068)
($0.00)
($0.00)
$7,742,854
--
--
($1,015,437)
($0.03)
($0.03)
(660,663)
($1,676,100)
($0.04)
($0.04)
$7,158,233
$464,343
--
($1,301,378)
($0.03)
($0.03)
373,806
($927,572)
($0.02)
($0.02)
$7,845,863
--
--
Quarter 1
Quarter 2 Quarter 3 Quarter 4
($285,524)
($0.01)
($0.01)
$151,822
($0.00)
($0.00)
$8,074,849
--
($239,001)
($0.00)
($0.00)
($1,061,034)
($0.02)
($0.02)
$7,157,478
--
($208,679)
($0.00)
($0.00)
($351,854)
($0.01)
($0.01)
$6,982,227
--
($282,233)
($0.01)
($0.01)
($415,034)
($0.01)
($0.01)
$8,227,394
$464,343
Quarter 1
Quarter 2
Quarter 3 Quarter 4
($64,605)
($0.00)
($0.00)
$35,244
($0.00)
($0.00)
$7,370,351
$549,343
($65,588)
($0.00)
($0.00)
(51,766)
($0.00)
($0.00)
$7,530,085
$624,107
$66,043
($0.00)
($0.00)
(246,799)
($0.01)
($0.01)
$7,370,436
$613,337
($233,461)
($0.01)
($0.01)
81,253
($0.00)
$0.00
$7,742,854
--
Cash flow applied in investing activities decreased to ($136,580) for the year ended December 31, 2019 [2018:
($1,239,569)].
Total expenditures of $338,180 on exploration properties for the year ended December 31, 2019 were attributable to
the Gcwihaba and Bosoto projects and NIL on the Idada project in Barberton, South Africa. There are no material
expenses or funding for the exploration of the Newdico projects in 2019 as a prospecting application was mostly
pending in 2019 to be granted December 19, 2019 to be effective January 1, 2020. Newdico received proceeds on the
disposal of equipment of $210,600 for the period-ended December 31, 2019.
Financing Activities
The Company finances its corporate and exploration activities through the issuance of equity units by way of non-
brokered private placements. Each unit has consisted of one common share of the Company and one or one-half a
warrant with each full such warrant entitling the holder to purchase one common share of the Company for a
17
purchase price equal to the unit price for a period of two to five years from the date of issuance. No private placements
took place in 2019 and 2018.
In the third quarter of 2017, the Company reached an agreement with Sandstorm Gold Ltd. ("Sandstorm") (NYSE MKT:
SAND, TSX: SSL) to grant royalties on three projects in consideration of the payment of $1,500,000.
The package of assets in the Royalty Sale includes:
1.
2.
3.
the grant of a 1% NSR on the Company's wholly owned Botswana subsidiary Gcwihaba Resources (Pty) Ltd.
prospecting metal licenses in northwest Botswana;
the grant of a 1% GPR on the Company's Botswana wholly owned subsidiary Bosoto (Pty) Ltd. precious stone
prospecting license (PL217/2016) located in the Orapa Kimberlite Field; and,
the grant of a 1% NSR on the Company's 70% owned South African subsidiary Idada 361 (Pty) Ltd. gold and
silver prospecting license located in the Barberton Greenstone Belt in the Mpumalanga province of South
Africa.
Sandstorm shall have a right of first refusal with respect to any third-party bona fide offers to purchase a metal or
precious stone royalty on the properties.
Short term notes as of December 31, 2019:
Date
Base Amount
Interest Rate
Termination fee
Maturity Date
1-Oct-18
31-Dec-18
1-Feb-19
30-Jun-19
30-Sept-19
31-Dec-19
$20,000
$444,343
$85,000
$86,456
$36,462
$37,462
8%
8%
8%
8%
8%
8%
$2,000
30-Sep-20
$44,343
30-Dec-20
$8,500
31-Jan-21
$ 8,645
30-Dec-20
$ 3,646
30-Dec-20
$ 3,746
30-Dec-20
On June 30, September 30 and December 31, 2019, short-term promissory notes were issued for $207,231 and
$61,684, and $57,684 respectively to an employee, who is a director of the Company. The notes are payable on
demand and has an annual interest rate of 8%.
Date
Base Amount
Interest Rate
Termination fee
Maturity Date
30-Jun-19
30-Sept-19
31-Dec-19
$207,231
$61,684
$57,684
8%
8%
8%
NA
NA
NA
NA
NA
NA
Tsodilo expects to raise the amounts required to fund the Newdico, Gcwihaba, Bosoto and Idada projects and
corporate general and administration expenses, by way of non-brokered private placements and joint ventures.
RESULTS OF OPERATIONS
On a consolidated basis, the Company recorded a comprehensive net loss of ($182,068) for the year-ended December
31, 2019 ($0.00) per common share, compared to a comprehensive loss of ($1,676,100) for the year- ended December
31, 2018 ($0.04) per common share.
Total capitalized exploration expenditures including amortization of property, plant and equipment used in
exploration activities on all projects amounted to net $7,391,765 as at December 31, 2019 compared to $6,699,462 as
18 at December 31, 2018. Total capitalized exploration expenditures incurred on Gcwihaba’s projects as at December 31,
2019 were $2,988,090 compared to $2,752,504 as at December 31, 2018. Additions of $180,783 were increased by
exchange translations in 2019. Total capitalized exploration expenditures incurred on Bosoto’s projects as at
December 31, 2019 were $4,395,453 compared to $3,939,056 as at December 31, 2018. Additions of $361,601 were
increased by exchange translations in 2019. Total capitalized exploration expenditures incurred on Idada’s projects as
at December 31, 2019 were $8,112 compared to $7,902 as at December 31, 2018. There were no additions and the
difference was from exchange translations in 2019. The principal components of the Gcwihaba exploration program
was the further detailing of drill targets. The Bosoto PL369/2014 commenced different studies with respect to
collecting a 20,000 ton sample via a box-cut methodology. The Bosoto PL217/2016 was centered on further
clarification and review of the geophysical data over kimberlite targets. A table is presented in the Exploration and
Evaluation Additions section above with specific details.
PERSONNEL
At December 31, 2019, the Company and its subsidiaries employed fifteen (15) compared to seventeen (17) at
December 31, 2018, including senior officers, administrative and operations personnel including those on a short-term
service basis.
YEAR-ENDED DECEMBER 31, 2019
The year-ended December 31, 2019 was a normal operating period. Operating expenses were reduced for the year-
ended December 31, 2019 to $800,760 compared to 2018 of $1,039,151. Rental income was increased for the year-
ended December 31, 2019 to $303,053 from 2018 of $19,090. Gain on the disposal of equipment was increased for the
year ended December 31, 2019 to $201,600 from 2018 of $11,584.
RISKS AND UNCERTAINTIES
Operations of the Company are speculative due to the high-risk nature of its business which includes acquisition,
financing, exploration and development of diamond and metal properties (collectively “mineral”). Material risk factors
and uncertainties, which should be taken into account in assessing the Company's activities, include, but are not
necessarily limited to, those set below. Any one or more of these risks and others could have a material adverse effect
on the Company.
Additional Funding Requirements
Further development and exploration of the various mineral projects in which the Company holds an interest depends
upon the Company's ability to obtain financing through equity or debt financing, joint ventures or other means. While
the Company has been successful in the past in obtaining financing through the sale of equity securities and royalty
transactions, there can be no assurance that the Company will be successful in obtaining additional financing in the
amount and at the time required and, if available, that it can be obtained on terms satisfactory to the Company.
These consolidated financial statements have been prepared on the basis of accounting principles applicable to a
going concern, which assumes that the Company will realize its assets and discharge its liabilities in the normal course
of business. The Company incurred a loss of $297,611 and comprehensive loss of $182,068 during the year ended
December 31, 2019 and as of that date, the Company had an accumulated deficit of $49,179,436 and negative working
capital of ($1,564,440). Management has carried out an assessment of the going concern assumption and has
concluded that the cash position of the Company is not sufficient to finance exploration and resource evaluation at the
19 projected levels, and to finance continued operations for the 12-month period subsequent to December 31, 2019. The
continuity of the Company’s operations is dependent on raising future financing for working capital, the continued
exploration and development of its properties and for acquisition and development costs of new projects.
Management believes that it will be able to secure the necessary financing through a combination of the issue of new
equity or debt instruments, the entering into of joint venture arrangements or the exercise of warrants and options for
the purchase of common shares. However, there is no assurance the Company will be successful in these actions.
There can be no assurance that adequate financing will be available, or available under terms favorable to the
Company. The Company received $1,500,000 from the sale of royalties on September 28, 2017.
As at December 2019, notes payable were issued for $1,036,322 from related parties, contractors and employees as
settlement of compensation, service fees and expenses payable. The notes have an annual interest rate of 8% and are
due September 30, 2020 and December 30, 2020. Except for the short-term promissory notes, the notes carry a
termination fee of 10% upon early redemption of the notes for which there is an embedded derivative arising – the fair
value of this is $NIL. There was no material gain / (loss) arising on this. In addition, at the option of the note holders,
the notes can be converted to stock during future private placements at the price, that raise a minimum of CAD
$500,000, of those future private placements. $721,803 of the notes was from related parties (see note 9 ).
Date
Base Amount
Interest
Rate
Termination
fee
Maturity Date
1-Oct-18
31-Dec-18
31-Jan-19
30-June -19
30-Sept- 19
31-Dec -19
$ 20,000
444,343
85,000
293,687
98,146
95,146
$1,036,322
8%
8%
8%
8%
8%
8%
$ 2,000
30-Sep-20
44,434
30-Dec-20
8,500
8,646
3,646
3,746
$70,972
30-Dec-20
30-Dec-20
30-Dec-20
30-Dec-20
Should it be determined that the Company is no longer a going concern, adjustments, which could be significant,
would be required to the carrying value of assets and liabilities. These consolidated financial statements do not reflect
the adjustments to the carrying value of assets and liabilities, or the impact on the consolidated statement of
operation and comprehensive income (loss), and consolidated statement of financial position classifications that
would be necessary were the going concern assumption not appropriate.
Failure to obtain equity or debt financing on a timely basis may cause the Company to postpone its exploration and
development plans or forfeit rights in some of its projects.
Uncertainties Related to Mineral Resource Estimates
There is a degree of uncertainty attributable to the calculation of mineral resources and corresponding grades being
mined or dedicated to future production. Until resources are actually mined and processed, the quantity of resources
and grades must be considered as estimates only. In addition, the quantity and value of reserves or resources June
vary, depending on mineral prices. Any material changes in the quantity of resources, grades or stripping ratio June
affect the economic viability of the Company's properties. In addition, there is no assurance that recoveries in small-
20 scale laboratory tests will be duplicated in larger-scale tests under on-site conditions, or during production.
Determining the economic viability of a mineral project is complicated and involves a number of variables.
Commodity Prices and Marketability
The mining industry, in general, is intensely competitive and there is no assurance that, even if commercial quantities
of minerals are discovered, a profitable market will exist for the sale of minerals produced. Factors beyond the control
of the Company June affect the marketability of any minerals produced and which cannot be accurately predicted,
such as market fluctuations, and such other factors as government regulations, including regulations relating to
royalties, allowable production, importing and exporting of minerals and environmental protection, any combination
of which factors June result in the Company not receiving an adequate return on investment capital. Prices received
for minerals produced and sold are also affected by numerous factors beyond the Company's control such as
international economic and political trends, global or regional consumption and demand and supply patterns. There is
no assurance that the sale price of minerals produced from any deposit will be such that they can be mined at a profit.
Currency Risk
The Company's business is mainly transacted in Botswana Pula and U.S. dollar currencies. As a consequence,
fluctuations in exchange rates June have a significant effect on the cash flows and operating results of the Company in
either a positive or negative direction.
Foreign Operations Risk
The Company's current significant projects are located in Botswana. This exposes the Company to risks that may not
otherwise be experienced if its operations were domestic. The risks include, but are not limited to, environmental
protection, land use, water use, health safety, labor, restrictions on production, price controls, currency remittance, and
maintenance of mineral tenure and expropriation of property. There is no assurance that future changes in taxes or
such regulation in the various jurisdictions in which the Company operates will not adversely affect the Company's
operations. Although the operating environments in Botswana are considered favorable compared to those in other
developing countries, there are still political risks. These risks include, but are not limited to terrorism, hostage taking,
military repression, expropriation, extreme fluctuations in currency exchange rates, high rates of inflation and labor
unrest. Changes in mining or investment policies or shifts in political attitudes may also adversely affect the
Company's business.
Mineral Exploration and Development
The business of exploring for minerals and mining is highly, speculative in nature and involves significant financial and
other risks which even careful evaluation, experience and knowledge June not eliminate. There is no certainty that
expenditures made or to be made by the Company in exploring and developing mineral properties in which it has an
interest will result in the discovery of commercially mineable deposits. Most exploration projects do not result in the
discovery of commercially mineable deposit. While discovery of a mineral deposit June result in substantial rewards,
few properties which are explored are ultimately developed into producing mines. Major expenses June be required to
establish reserves by drilling and to construct mining and processing facilities at a site. There can be no guarantee that
exploration programs carried out by the Company will result in the development of profitable mining operations.
21
Title Matters
Any changes in the laws of Botswana and South Africa relating to mining could have a material adverse effect to the
rights and title to the interests held in those countries by the Company. No assurance can be given that applicable
governments will not revoke or significantly alter the conditions of applicable exploration and mining authorizations
nor that such exploration and mining authorizations will not be challenged or impugned by third parties.
Infrastructure
Exploration, development, mining and processing activities depend on the availability of adequate infrastructure.
Reliable roads, bridges, sewer 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 of
provision of such infrastructure could adversely affect activities and profitability of the Company.
Uninsured Risks
The mining business is subject to a number of risks and hazards including, but not limited to, environmental hazards,
industrial accidents, labor disputes, encountering unusual or unexpected geologic formations or other geological or
grade problems, encountering unanticipated ground or water conditions, cave~ ins, pit wall failures, flooding, rock
bursts, periodic interruptions due to inclement or hazardous weather conditions and other acts of God. Such risks
could result in damage to mineral properties or facilities, personal injury or death, environmental damage, delays in
exploration, development or mining, monetary losses and possible legal liability. The Company maintains insurance
against certain risks that are associated with its business in amounts that it believes to be reasonable at the current
stage of operations. There can be no assurance that such insurance will continue to be available at economically
acceptable premiums or will be adequate to cover any future claim.
Key Personnel
The Company is dependent upon on a relatively small number of key employees, the loss of any of whom could have
an adverse effect on the Company. The Company currently does not have key personal insurance on these individuals.
New Standards, Amendments and Interpretations Adopted
There are no other standards which the Company would have been required to adopt in the period.
New standards adopted as at January 1, 2019
IFRS 16, Leases (“IFRS 16”)
IFRS 16 replaced IAS 17 ‘Leases’ and three related Interpretations. It completes the IASB’s long-running project to
overhaul lease accounting. Leases will be recorded in the statement of financial position in the form of a right-of-use
asset and a lease liability. In addition, the nature of expenses related to those leases will now change because IFRS 16
replaces the straight-line operating lease expense with a depreciation charge for right-of-use assets and interest
expense on lease liabilities. There are two important reliefs provided by IFRS 16 for assets of low value and short-term
lease of less than 12 months.
IFRS 16 standard is effective for annual periods beginning on or after 1 January 2019.
22 The Company adopted IFRS 16 on January 1, 2019 with modified retrospective approach. Under this approach the
cumulative effect of initially applying IFRS 16 is recognized as an adjustment at the date of initial application.
Comparative information is not restated. The Company believes the impact of adopting IFRS 16 is not material.
RELATED PARTY TRANSACTIONS
Remuneration of Key Management Personnel of the Company
Short term employee remuneration and benefits
Stock based compensation
Other long-term benefits*
2019
2018
$265,002
$430,002
102,016
101,946
230,901
113,724
Total compensation attributed to key management personnel
$468,964
$774,627
*Benefits include $28,736 of accrued leave through December 31, 2019 (2018: $28,736
During the year, an individual related to the CEO provided administrative and management services to the
Company in 2019 and was remunerated in 2019 as at September 30 in the amount of $41,000 (2018:
$36,000).
During the year, individuals related to key management personnel of the Company, received $5,536 in stock
based compensation during the period (2018: $2,086).
During the year, board members were issued notes in the amount of $665,464 (See note 5 above for details).
As at December 31, 2019, there was a total of $56,935 (2018: $103,082) payables to related parties
included within accounts payable and accrued liabilities.
There are no other related party transactions.
OUTLOOK
Precious stones and metals exploration remain a high-risk undertaking requiring patience and persistence. Despite
difficult capital markets in the junior resource sector and the general decrease in commodity prices, the Company
remains committed to international commodity exploration through carefully managed programs.
The Company does not invest in financial instruments, nor does it do any hedging transactions.
ADDITIONAL INFORMATION
Additional information relating to Tsodilo Resources Limited is available on its website at,
www.TsodiloResources.com or through SEDAR at www.sedar.com
FORWARD-LOOKING STATEMENTS
The Annual Report, including this MD&A, contains certain forward-looking statements related to, among other
things, expected future events and the financial and operating results of the Company. Forward-looking
statements are based on the opinions, assumptions and estimates of management as of the date such statements are
made, and they are subject to a number of known and unknown risks, uncertainties and other factors which June
cause the actual results, performance or achievements of the Company to be materially different from any future
results, performance or achievement expressed or implied by such forward-looking statements. Such assumptions
include: the Company’s ability to obtain necessary financing; the Company’s expectations regarding the economy
generally, results of operations and the extent of future growth and performance; and assumptions that the
Company’s activities will not be adversely disrupted or impeded by development, operating or regulatory risk. The
23 Company believes that expectations reflected in this forward-looking information are reasonable but no assurance can
be given that these expectations will prove to be correct and such forward-looking information included in this MD&A
should not be unduly relied upon.
There can be no assurance that such statements will prove to be accurate, as the Company’s results and future events
could differ materially from those anticipated in this forward-looking information as a result of those factors discussed
in or referred to under the heading “Risks and Uncertainties” in the Company’s AIF, as well as changes in general
business and economic conditions, changes in interest and foreign currency rates, the supply and demand for,
deliveries of and the level and volatility of prices of rough diamonds, costs and availability of power and diesel, acts of
foreign governments and the outcome of legal proceedings, inaccurate geological and recoverability assumptions
(including with respect to the size, grade and recoverability of mineral reserves and resources) and unanticipated
operational difficulties (including failure of plant, equipment or processes to operate in accordance with specifications
or expectations, cost escalations, unavailability of materials and equipment, government action or delays in the receipt
of government approvals, industrial disturbances or other job actions, adverse weather conditions, and unanticipated
events relating to health safety and environmental matters).
Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements which speak only
as of the date the statements were made, and the Company does not assume any obligations to update or revise them
to reflect new events or circumstances, except as required by law.
“s”
“s”
James M. Bruchs
Chairman and Chief Executive Officer
Gary A. Bojes
Chief Financial Officer
24 THIS PAGE INTENTIONALLY LEFT BLANK
25 TSODILO RESOURCES LIMITED
CONSOLIDATED FINANCIAL
STATEMENTS
December 31, 2019
26 Financial Reporting Responsibility of Management
The annual
report and consolidated financial
responsibilities for financial reporting and internal
statements have been prepared by management.
control. The Audit Committee is composed of
The consolidated financial statements have been
three directors, all of whom qualify as unrelated
prepared
in
accordance with
International
directors and are independent of management
Financial
Reporting
Standards
and include
and free from any interest or business relationship
amounts that are based on informed judgments
which could, or could be perceived to materially
and best estimates. The financial
information
interfere with their ability to act in the best interests
presented in this annual
report
is consistent
of the Company. This committee meets periodically
with
the
consolidated financial
statements.
with management and the external auditors to
Management acknowledges responsibility for the
review accounting, auditing,
internal control and
fairness,
integrity
and
objectivity
of
all
financial reporting matters. The Audit Committee
information contained in the annual
report
reviews the annual financial statements before they
including the consolidated financial statements.
are presented to the Board of Directors
for
Management
is
also responsible
for
the
approval and considers the independence of the
maintenance of financial and operating systems,
auditors.
which include effective controls
to provide
reasonable assurance that assets are properly
The consolidated financial statements for the year
protected and that relevant and reliable financial
ended December 31, 2019 have been audited by
information
is
produced. Our
independent
Crowe MacKay LLP external auditors, in accordance
auditors have the responsibility of auditing the
with Canadian generally
accepted
auditing
consolidated financial statements and expressing
standards on behalf of
the shareholders. Their
an opinion on them.
report follows hereafter.
The Board of Directors,
through its Audit
Committee,
is
responsible for ensuring that
management fulfills its
"s"
James M. Bruchs
Chairman and Chief Executive
Officer
June 14, 2020
"s"
Dr Gary A. Bojes
Chief Financial Officer
June 14, 2020
27 Crowe MacKay LLP
1100 - 1177 West Hastings St.
Vancouver, BC V6E 4T5
Main +1 (604) 687-4511
Fax +1 (604) 687-5805
www.crowemackay.ca
Independent Auditor's Report
To the Shareholders of Tsodilo Resources Limited
Opinion
We have audited the consolidated financial statements of Tsodilo Resources Limited ("the Group"), which
comprise the consolidated statement of financial position as at December 31, 2019 and the consolidated
statements of operations and comprehensive Income (loss), shareholders' equity and cash flows for the year
then ended, and notes to the consolidated financial statements, including a summary of significant accounting
policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the
consolidated financial position of the Group as at December 31, 2019, and its consolidated financial
performance and its consolidated cash flows for the year then ended in accordance with International Financial
Reporting Standards.
Basis for Opinion
in accordance with Canadian generally accepted auditing standards. Our
We conducted our audit
responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the
Consolidated Financial Statements section of our report. We are independent of the Group in accordance with
the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and
we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 to the consolidated financial statements which describes the material uncertainty
that may cast significant doubt on the Group's ability to continue as a going concern. Our opinion is not
modified in respect of this matter.
Other matter
The consolidated financial statements of Tsodilo Resources Limited for the year ended December 31, 2018
were audited by another auditor who expressed an unmodified opinion on those statements on April 25, 2019.
Other Information
Management is responsible for the other information. The other information comprises:
•
Management's Discussion and Analysis
Our opinion on the consolidated financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information identified above and, in doing so, consider whether the other information is materially inconsistent
with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be
28 - 2 -
materially misstated.
We obtained the other information prior to the date of this auditor's report. If, based on the work we have
performed on this other information, we conclude that there is a material misstatement of this other information,
we are required to report that fact in this auditor's report. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial
Statements
Management is responsible for the preparation and fair presentation of the 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.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or
has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s financial reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with Canadian generally accepted auditing standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these consolidated financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:
•
•
•
•
Identify and assess the risks of material misstatement of the consolidated financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit 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 Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor's report to the related
disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report.
However, future events or conditions may cause the Group to cease to continue as a going concern.
29 - 3 -
•
•
Evaluate the overall presentation, structure and content of the consolidated financial statements, including
the disclosures, and whether the consolidated financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are
responsible for the direction, supervision and performance of the group audit. We remain solely
responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.
The engagement partner on the audit resulting in this independent auditor's report is Diana Huang.
"Crowe MacKay LLP"
Chartered Professional Accountants
Vancouver, Canada
June 14, 2020
30 Tsodilo Resources Limited
Consolidated Statements of Financial Position
(In United States dollars)
ASSETS
Current
Cash
Accounts receivable and prepaid expenses
Exploration and Evaluation Assets (note 3)
Property, Plant and Equipment (note 4)
Total Assets
LIABILITIES
Current
Accounts payable and accrued liabilities (note 9)
Notes payable (note 5)
Total Current Liabilities
Non-current notes payable (notes 5 and 9)
Total Liabilities
SHAREHOLDERS' EQUITY
Share capital (note 6a)
Contributed surplus (note 6c)
Foreign currency translation reserve
Deficit
Total Equity
Total Liabilities and Equity
Nature of operations (note 1)
Commitments and contingencies (note 12)
Subsequent events (note 14)
December 31
2019
2018
$ 5,599
32,593
38,192
7,391,765
312,897
$7,742,854
$ 566,311
1,036,322
1,602,633
--
1,602,633
49,281,890
11,689,724
(5,651,957)
(49,179,436)
6,140,221
$7,742,854
$ 7,481
47,937
55,418
6,699,462
403,343
$7,158,223
$ 481,820
--
481,820
464,343
946,163
49,281,890
11,579,495
(5,767,500)
(48,881,825)
6,212,060
$7,158,223
See accompanying notes to the consolidated financial statements
APPROVED ON BEHALF OF THE BOARD OF DIRECTORS
"s"
Jonathan R. Kelafant
Chairman, of the Audit Committee
"s"
James M. Bruchs
Chairman & CEO
31 Tsodilo Resources Limited
Consolidated Statements of Operations and Comprehensive Income (Loss)
(In United States dollars)
Years Ended December 31
Administrative Expenses
Corporate remuneration
Corporate travel and subsistence
Investor relations
Legal and audit
Filings and regulatory fees
Administrative expenses
Amortization
Stock-based compensation (note 6c)
Other Income (Expense)
Rental Income, net of cost
Interest Income
Realized gain on disposal of property, plant and
equipment
Foreign exchange gain (loss)
Loss for year
Other Comprehensive Gain/(Loss)
Foreign currency translation
Total Other Comprehensive Gain/(Loss)
Total Comprehensive Income (Loss) for the year
2019
2018
$ 429,605
$ 426 ,631
1,457
7,189
53,096
28,022
170,255
907
110,229
800,760
303,053
4
201,600
(1,508)
503,149
(297,611)
115,543
115,543
$ (182,068)
8,767
8,507
102,062
33,067
206,578
1,203
252,336
1,039,151
19,090
43
11,584
(7,003)
23,714
(1,015,437)
(660,663)
(660,663)
$ (1,676,100)
Basic and diluted loss per share (note 8)
($0.01)
($0.03)
See accompanying notes to the consolidated financial statements
32 Tsodilo Resources Limited
Consolidated Statements of Changes in Shareholders’ Equity
(In United States dollars except for shares)
2019
Share Capital
Contributed Surplus
Shares Issued
Amount
Stock-based
compensation & Other
Foreign
Translation
Reserve
Deficit
Total
Equity
Balance January 1, 2019
Stock Based Compensation
Comprehensive loss
45,347,310
--
--
$49,281,890
--
--
$11,579,495
110,229
--
($5,767,500)
--
115,543
($48,881,825)
--
(297,611)
$6,212,060
110,229
(182,068)
Balance December 31, 2019
45,347,310
$49,281,890
$11,689,724
($5, 651,957)
($49,179,436)
$6,140,221
2018
Share Capital
Contributed Surplus
Shares Issued
Amount
Stock-based
compensation & Other
Foreign
Translation
Reserve
Deficit
Total
Equity
Balance January 1, 2018
Stock Based Compensation
Comprehensive loss
45,347,310
--
--
$49,281,890
--
--
$11,327,971
251,524
--
($5,106,837)
--
(660,663)
($47,866,388)
--
(1,015,437)
$7,636,636
251,524
(1,676,100)
Balance December 31, 2018
45,347,310
$49,281,890
$11,579,495
($5,767,500)
($48,881,825)
$6,212,060
See accompanying notes to the consolidated financial statements.
33 Tsodilo Resources Limited
Consolidated Statements of Cash Flows
(In United States dollars)
Cash provided by (used in):
Operating Activities
Net Loss for the year
Adjustments for non-cash items:
Gain on disposal of equipment
Amortization
Foreign exchange loss (gain)
Stock-based compensation
Net change in non-cash working capital balances (note 13)
Investing Activities
Additions to exploration properties
Proceeds on disposal of equipment
Financing Activities
(Decrease) increase in non-current notes payable (note 5)
Impact of exchange on cash
Change in cash - for the year
Cash - beginning of year
Cash - end of year
Years Ended December 31
2019
2018
$(297,611)
$(1,015,437)
(201,600)
907
1,508
110,229
(386,567)
522,773
136,206
(338,180)
201,600
(136,580)
--
--
(1,508)
(1,882)
7,481
$ 5,599
(11,584)
1,203
7,003
252,336
(766,479)
737,662
(28,817)
(1,251,153)
11,584
(1,239,569)
188,740
188,740
5,918
(1,073,728)
1,081,209
$ 7,481
34 Tsodilo Resources Limited
Notes to the Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(All amounts are in U.S. dollars unless otherwise noted)
1. NATURE OF OPERATIONS
Tsodilo Resources Limited (“Tsodilo” or “the Company”) is an exploration stage company which is engaged
principally in the acquisition, exploration and development of mineral properties in the Republic of Botswana.
The Company is considered to be in the exploration and development stage given that none of its properties are
in production and,
to date, have not earned any revenues. The recoverability of amounts shown for
exploration and evaluation assets is dependent on the existence of economically recoverable reserves, the
renewal or extension of exploration licenses, obtaining the necessary permits to operate a mine, obtaining the
financing to complete exploration and development, and future profitable production. The Company is
incorporated under the laws of the Yukon Territory, Canada, under the Business Corporations Act of Yukon and
the address of the Company’s registered office is 161 Bay Street, P.O. Box 508 Toronto, Ontario, Canada, M5J
2S1. The Company currently exists under the Business Corporations Act of Yukon and its common shares are
listed on the Toronto Venture Stock Exchange (“TSXV”) under the symbol TSD.
These consolidated financial statements have been prepared on the basis of accounting principles applicable to a
going concern, which assumes that the Company will realize its assets and discharge its liabilities in the normal
course of business. The Company incurred a loss of $297,611 and comprehensive loss of $182,068 during the year
ended December 31, 2019 and as of that date, the Company had an accumulated deficit of $49,179,436 and
negative working capital of ($1,564,441). The Company has not generated any revenues or cash flows from
operations since inception and does not expect
to do so for
the foreseeable future. The Company’s
continuation as a going concern depends on its ability to successfully raise financing. Although the Company has
been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate
financing in the future or that such financing will be on terms acceptable to the Company; therefore giving rise
to a material uncertainty which may cast significant doubt as to whether the Company’s cash resources and
working capital will be sufficient to enable the Company to continue as a going concern for the 12-month period
after the date of these Consolidated Financial Statements.
Consequently, management is pursuing various financing alternatives to fund operations and advance its
business plan. To facilitate the management of
its capital requirements, the Company prepares annual
expenditure budgets that are updated as necessary depending on various factors, including successful capital
deployment and general industry conditions. The Company may determine to reduce the level of activity and
35 expenditures further, or divest of certain mineral property assets, to preserve working capital and alleviate any
going concern risk.
The consolidated financial statements have been prepared on a going concern basis that contemplates the
realization of assets and discharge of liabilities at their carrying values in the normal course of business for the
foreseeable future; and do not give effect to adjustments that would be necessary to the carrying values and
classification of assets and liabilities should the Company be unable to continue as a going concern.
COVID-19 Global pandemic risk
On March 11, 2020, the World Health Organization declared the novel coronavirus (“COVID-19”) a global
pandemic. With the majority of governments across the jurisdictions in which Tsodilo operates declaring a state
of emergency in response to the COVID-19 pandemic.
In March 2020, the Company implemented a crisis management strategy in relation to COVID-19, to protect the
health and well-being of its employees in Botswana under new measures and guidelines implemented by the
Government of Botswana.
Tsodilo’s planned work programs for 2020 are largely focused on the further evaluation of its Bosoto BK16
diamond project and further exploration on its Gcwihaba metals project. Given the present uncertainty related
to 2020 funding, a review of these programs is being performed to focus on critical-path items through the
remainder of the year.
Despite the challenges presented by the COVID-19 pandemic, as at June 14, 2020 the evaluation and
exploration continue to operate, with social distancing and other critical health and safety measures designed to
limit the spread of the virus being observed.
As a relatively novel risk, the duration and full financial effect of the COVID-19 pandemic is unknown at
this time,
as is the efficacy of government and central bank interventions in the jurisdictions in which Tsodilo operates.
While the impact of COVID-19 is expected to be temporary, the current circumstances are dynamic and the impacts
of COVID-19 on our business, including the duration and impact that it may have on our ability to raise funds to
independently finance continued exploration through joint ventures; providing commercial services to third
parties; the sale or lease of equipment; or, the sale of a partial interest in a project cannot be reasonably estimated
at
this time. Accordingly estimates of the extent to which the COVID-19 pandemic may materially and
adversely affect the Company’s operations, financial results and condition in future periods are also subject to
significant uncertainty.
36 2. Significant Accounting Policies
(a) Statement of Compliance with International Financial Reporting Standards
These consolidated financial statements are prepared in accordance with International Financial Reporting
Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of
the International Financial Reporting Interpretations Committee (“IFRIC”).
These Consolidated financial statements have been authorized for release by the Company’s Board of
Directors on June 14, 2019.
(b) Basis of Preparation
These consolidated financial statements have been prepared on a historical cost basis except for financial
instruments classified as fair value through profit or loss which are stated at their fair value. These
consolidated financial statements are presented in United States dollars and include the accounts of the
Company and the following direct and indirect subsidiaries:
ENTITY
2019
2018
Tsodilo Resources Bermuda Limited (“TRBL”) [Bermuda]
100%
100%
Bosoto (Proprietary) Limited (“Bosoto”) [Botswana]
100%
100%
Gcwihaba Resources (Proprietary) Limited (“Gcwihaba”) [Botswana]
100%
100%
Newdico (Proprietary) Limited (“Newdico”) [Botswana]
100%
100%
Idada Trading 361 (Pty) Ltd. (“Idada”) [South Africa]
70%
70%
All intercompany transactions have been eliminated on consolidation
The accounting policies set out below have been applied consistently to all periods and years presented.
(c) Significant Accounting Judgments, Estimates and Assumptions
The preparation of the Consolidated financial statements in conformity with IFRS requires management to
make judgments, estimates and assumptions that affect the application of polices and reporting amounts of
assets and liabilities, income and expenses. Actual results may differ from these estimates.
Accounts that require estimates as the basis for determining the stated amounts include accrued liabilities
and stock-based compensation expense. The amounts estimated for stock based compensation is
calculated using the Black-Scholes Option Pricing model, which requires significant estimates with respect
to the expected life and volatility of such instruments.
37 Significant judgments are required with respect to the carrying value of the Company’s exploration and
evaluation assets, the determination of the functional currency of the Company and its subsidiaries, the
recoverability of the Company’s deferred tax assets, potential tax exposures given the company operates in
multiple jurisdictions, and the going concern assumptions. In particular, the carrying value of the Company’s
exploration and evaluation assets is dependent upon the Company’s determination with respect to the
future prospects of its exploration and evaluation assets and the ability of the Company to successfully
complete the renewal or extension process for its exploration properties as required. The Company has
defined the cash generating units to be precious stones, metals and radioactive minerals. The quantification
of potential tax exposures is dependent on the relevant tax authorities’ acceptance of the Company’s
positions.
(d) Earnings (Loss) per Common Share
Earnings (loss) per share calculations are based on the net income (loss) attributable to common
shareholders for the year divided by the weighted average number of common shares issued and
outstanding during the year.
Diluted earnings per share calculations are based on the net income (loss) attributable to common
shareholders for the year divided by the weighted average number of common shares outstanding during
the year plus the effects of dilutive common share equivalents. This method requires that the dilutive effect
of outstanding options and warrants issued be calculated using the treasury stock method. This method
assumes that all common share equivalents have been exercised at the beginning of the year (or at the time
of issuance, if later), and that the funds obtained thereby were used to purchase common shares of the
Company at the average trading price of common shares during the year. The incremental number of
common shares that would be issued is included in the calculation of diluted earnings per share.
(e) Exploration and Evaluation Assets
Exploration and evaluation assets include acquired mineral use rights for mineral properties held by the
Company. The amount of consideration paid (in cash or share value) for mineral use rights is capitalized.
The amounts shown for exploration and evaluation assets represents all direct and indirect costs relating to
the acquisition, exploration and development of exploration properties,
less recoveries, and do not
necessarily reflect present or future values. These costs will be amortized against revenue from future
production or written off if the exploration and evaluation assets are abandoned or sold. The Company has
classified exploration and evaluation assets as intangible in nature. Depletion of costs capitalized on projects
put
into commercial production will be recorded using the unit-of-production method based upon
estimates of proven and probable reserves.
Ownership of exploration and evaluation assets involves certain inherent risks, including geological,
38 commodity prices, operating costs, and permitting risks. Many of these risks are outside the Company’s
control. The ultimate recoverability of the amounts capitalized for exploration and evaluation assets is
dependent upon the delineation of economically recoverable ore reserves, the renewal or extension of
exploration licenses, obtaining the necessary financing to complete their development, obtaining the
necessary permits to operate the mine, and realizing profitable production or proceeds from the disposition
thereof. Management’s estimates of recoverability of the Company’s investment in its Botswana and South
Africa Exploration and Evaluation Assets have been based on current and expected conditions. However, it is
possible that changes could occur which could adversely affect management’s estimates and may result in
future write-downs of exploration and evaluation assets carrying values. See note 3 for additional disclosures
related to license commitments and strategic partners commitments and earn-in agreement.
(f) Property, Plant and Equipment
Property, plant and equipment is stated at cost, less accumulated depreciation. Depreciation is calculated on
a straight line basis over the following terms:
Hangar (over remaining life of land lease)
Vehicles
Furniture and equipment
9 Years
5 Years
3 – 4 Years
An item of property, 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
the asset, is recognized in profit or loss.
Where an item of property, plant and equipment comprises major components with different useful lives,
the components are accounted for as separate items of plant and equipment. Expenditures incurred to
replace a component of an item of property, plant and equipment that is accounted for separately,
including major inspection and overhaul expenditures, are capitalized.
(g) Cash
Cash consists of cash held in banks and petty cash.
(h) Foreign Currency Translation
(i) Functional and presentation currency
The Company’s functional and presentation currency is the United States dollar (“U.S. Dollar”).
The functional currencies of the Company’s subsidiaries are as follows:
Tsodilo Resources Bermuda Limited
(”TRBL”)
U.S. Dollar
Gcwihaba Resources (Pty) Limited
(“Gcwihaba”)
Botswana Pula
Newdico (Pty)
(“Newdico”)
Botswana Pula
Bosoto (Pty) Limited
(“Bosoto”’)
Botswana Pula
Idada Trading 361 (Pty) Ltd.
("‘Idada”)
South African Rand
39 Each subsidiary and the Company’s parent entity determine their own functional currency and items
included in the financial statements of each entity are measured using that functional currency.
(ii) Transactions and balances
Transactions in foreign currencies are initially recorded by applying the exchange rates prevailing at the
date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated
into functional currency at the exchange rate prevailing at the reporting date.
(iii) Translation of foreign operations
As at the reporting date the assets and liabilities of Gcwihaba, Newdico, Bosoto, and Idada are translated
into the presentation currency of the Company at the rate of exchange prevailing at the reporting date
and their revenue and expenses are translated at the average exchange for the period. On consolidation,
the exchange differences arising on the translation are recognized in other comprehensive income (loss)
and accumulated in the foreign currency translation reserve.
If Gcwihaba, Newdico, Bosoto, and Idada were sold, the amount recognized in the foreign currency
reserve would be realized and reflected in the statement of operations and comprehensive income (loss)
as part of the gain or loss on disposal.
(i)
Income Taxes
Current taxes are the expected tax payable or receivable on the local taxable income or loss for the year,
using the local tax rate enacted or substantively enacted at the reporting date, and includes any
adjustments to tax payable or receivable in respect of previous years.
Deferred income taxes are recorded using the liability method whereby deferred tax is recognized in respect
to temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are
expected to be applied to temporary differences when they are realized or settled, based on the laws that
have been enacted or substantively enacted by the reporting date. Deferred tax is not recognized for
temporary differences which arise on the initial recognition of assets or liabilities in a transaction that is not
a business combination and that affect neither accounting, nor taxable profit or loss.
A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to
the extent that it is probable that future taxable profits will be available against which they can be utilized.
Deferred tax assets are reviewed each reporting date and are reduced to the extent that it is no longer
40 probable that the related tax benefit will be realized.
(j)
Share-based Compensation
The Company follows the fair value method of accounting for stock option awards granted to employees
and directors, whereby services are rendered as consideration for equity instruments (equity-settled
transactions). The fair value of stock options is determined by the Black-Scholes Option Pricing model with
assumptions for risk-free interest rates, dividend yields, volatility of the expected market price of the
Company’s common shares and an expected life of
the options. The number of stock option awards
expected to vest are estimated using a forfeiture rate based on historical experience and future
expectations. The fair value of direct awards of stock is determined by the quoted market price of the
Company’s stock. Share-based compensation is amortized over the vesting period of the related option to
earnings and no portions were capitalized. Upon participants’ retirement from their duties, their shares are
forfeited and any charges already recognized relating to unvested options are reversed. When an award is
cancelled by the entity or by the counterparty, any remaining element of fair value of the award is expensed
immediately through profit or loss.
The Company uses graded or accelerated amortization which specifies that each vesting tranche must be
accounted for as a separate arrangement with a unique fair value measurement. Each vesting tranche is
subsequently amortized separately and in parallel from the grant date.
Option-pricing models require the use of highly subjective estimates and assumptions including the
expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value
estimates.
(k) Severance Benefits
Under Botswana law, the Company is required to pay severance benefits for full-time employees upon the
completion of 5 years of continued service if the employee so elects or upon the termination of
employment. Severance is earned at the rate of one day per month for an employee with less than five
years of service and two days per month for employees with greater than five years of service. The specifics
and benefits of the severance program mandated in Botswana are extended to full-time employees residing
and working outside of Botswana. The cost of these severance benefits is accrued over the year of service
until the benefit becomes payable. Portions of the severance expenses are capitalized to exploration and
evaluation assets.
(l)
Financial Assets
Under IFRS 9, all financial assets are initially recorded at fair value and designated upon inception into
41 one of the following three categories: amortized cost, fair value through other comprehensive income
(“FVOCI”) or at fair value through profit or
loss (“FVTPL”). All of the Company’s financial assets are
classified as amortized cost, being subsequently measured at amortized cost using the effective interest
rate method.
(m) Financial Liabilities
All financial liabilities are initially recorded at fair value and designated upon inception as FVTPL or other
financial
liabilities. Financial
liabilities classified as other financial
liabilities are initially recognized at fair
value less directly attributable transaction costs. After initial recognition, other financial
liabilities are
subsequently measured at amortized cost using the effective interest rate method. The effective interest
rate method is a method of calculating the amortized cost of a financial liability and of allocating interest
expenses over the relevant year. The effective interest rate is the rate that discounts estimated future cash
payments through the expected life of the financial liability. The Company’s accounts payable, non-current
notes payable and accrued liabilities and subscriptions are classified as other financial liabilities. Financial
liabilities classified as FVTPL include warrants with exercise prices denominated in a currency other than the
Company’s functional currency. Derivatives, including separated embedded derivatives are also classified as
FVTPL and recognized at fair value with changes in fair value recognized in earnings unless they are
designated as effective hedging instruments. Fair value changes on financial liabilities classified as FVTPL
are recognized in earnings. Transaction costs associated with FVTPL liabilities are expensed as incurred.
(n)
Impairment of Assets
At the end of each reporting period, the Company assesses each cash-generating unit to determine whether
there is any indication that those assets are impaired. If any such indication exists, the recoverable amount
of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount
is the higher of the fair value less cost to sell and the value in use. Fair value 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. In assessing value in use, the estimated future cash flows are discounted to their present
value using a discount rate that reflects current market assessment of the time value of money and the risk
of a specific asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the
carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in
profit or loss for the period. For an asset that does not generate largely independent cash inflows, the
recoverable amount is determined for the cash generating unit to which the asset belongs.
When an impairment subsequently reverses, the carrying amount of the asset (or cash generating unit) is
increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the
carrying amount that would have been determined had no impairment loss been recognized for the asset
(or cash generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit
42 or loss. No impairment adjustments were recognized in 2019 and 2018.
(o) Related Party Transactions
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other
party or exercise significant influence over the other party in making financial and operating decisions.
Related parties may be individuals or corporate entities and includes, but is not limited to, key management
personnel, directors, affiliated companies, and project partners. A transaction is considered to be a related
party transaction when there is a transfer of resources, services or obligations between related parties.
(p) New Standards, Amendments and Interpretations Adopted
New standards adopted as at January 1, 2019
IFRS 16, Leases (“IFRS 16”)
IFRS 16 replaced IAS 17 ‘Leases’ and three related Interpretations. It completes the IASB’s long-running
project to overhaul lease accounting. Leases will be recorded in the statement of financial position in the
form of a right-of-use asset and a lease liability. In addition, the nature of expenses related to those
leases will now change because IFRS 16 replaces the straight-line operating lease expense with a
depreciation charge for right-of-use assets and interest expense on lease liabilities. There are two important
reliefs provided by IFRS 16 for assets of low value and short-term lease of less than 12 months. IFRS 16
standard is effective for annual periods beginning on or after 1 January 2019.
The Company adopted IFRS 16 on January 1, 2019 with modified retrospective approach. Under this
approach the cumulative effect of initially applying IFRS 16 is recognized as an adjustment at the date of
initial application. Comparative information is not restated. The Company believes the impact of adopting
IFRS 16 is not material.
43 3.
EXPLORATION AND EVALUATION ASSETS
Exploration and evaluation assets are summarized as follows:
Bosoto
Botswana
Project
PL 217
Project
BK 16
Balance at December 31, 2017
$2,888,008 $293,853
Additions
Net Exchange Differences
861,834
253,879
(312,824)
(45,694)
Gcwihaba
Botswana
Metals
TOTAL
Idada
So.
Africa
Precious
Metals
$9,220
$2,752,737
$5,943,818
--
(1,318)
243,551
1,359,264
(243,784)
(603,620)
Total
Precious
Stones
$3,181,861
1,115,713
(358,518)
Balance at December 31, 2018
$3,437,018
$502,038
$3,939,056
$7,902
$2,752,504
$6,699,462
Additions
Net Exchange Differences
213,848
80,473
147,753
14,323
361,601
94,796
--
220
180,783
54,903
542,384
149,919
Balance at December 31, 2019
$3,731,339
$644,114
$4,395,453
$8,122
$2,988,190
$7,391,765
Exploration and evaluation additions for the year ended December 31, 2019 are summarized as follows:
Project BK 16
Bosoto
Botswana
Project
PL 217
Total
Precious
Stones
Idada So.
Africa
Gcwihaba
Botswana
Precious
Metals
Metals
TOTAL
Drilling Expenditures
$ 16,122
$ 1,018
$ 17,140
$--
$ 15,941
$ 33,081
Amortization Drill Rigs, Vehicles &
Trucks
GIS & Geophysics
Lab Analyses & Assays
License Fees
Office, Maintenance, & Consumables
Salaries, Wages & Services
41,085
33,198
74,283
--
8,395
--
26,973
121,273
--
--
--
4,631
108,906
--
8,395
--
31,604
230,179
--
--
--
--
--
--
19,131
93,414
--
--
2,257
15,108
--
8,395
2,257
46,712
128,346
358,525
Balance at December 31, 2019
$213,848
$147,753
$361,601
$--
$180,783
$542,384
44 Exploration and evaluation additions for the year ended December 31, 2018 are summarized as follows
Bosoto
Botswana
Project
PL 217
Project
BK 16
Idada
So. Africa
Gcwihaba
Botswana
Total
Precious
Stones
Precious
Metals
Metals
TOTAL
Plant Operations
Drilling Expenditures
Amortization Drill Rigs, Vehicles & Trucks
GIS & Geophysics
Lab Analyses & Assays
License Fees
Office, Maintenance, & Consumables
Salaries, Wages & Services
$ 171,709
$ --
$171,709
$ --
$ -- $ 171,709
40,401
49,436
12,842
7,750
--
116,217
463,479
10,056
34,395
8,123
--
--
66,603
134,702
50,457
83,831
20,965
7,750
--
182,820
598,181
--
--
--
--
--
--
--
19,741
70,198
24,280
108,111
15,698
14,447
3,539
66,836
99,010
36,663
22,197
3,539
249,656
697,191
Balance at December 31, 2018
$861,834
$253,879
$1,115,713
$ --
$243,551 $1,359,264
General
Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of
permits and the potential for problems arising from government conveyance accuracy, prior unregistered
agreements or transfers, native land claims, confirmation of physical boundaries, and title may be affected by
undetected defects. The Company does not carry title insurance. The Company has evaluated title to all of its
mineral properties and believes, to the best of its knowledge, that evidence of title is adequate and acceptable
given the current stage of exploration.
Exploration and Evaluation Assets (Royalties)
In the 3rd Q 2017, the Company reached an agreement with Sandstorm Gold Ltd. (“Sandstorm”) (NYSE MKT:
SAND, TSX: SSL) to grant royalties on three projects in consideration of the payment of $1,500,000 USD.
The package of assets in the Royalty Sale includes:
the grant of a 1% NSR on the Company’s wholly owned Botswana subsidiary Gcwihaba Resources (Pty) Ltd.
prospecting metal licenses in northwest Botswana;
the grant of a 1% GPR on the Company’s Botswana wholly owned subsidiary Bosoto (Pty) Ltd. precious
stone prospecting license (PL217/2016) located in the Orapa Kimberlite Field; and,
the grant of a 1% NSR on the Company’s 70% owned South African subsidiary Idada 361 (Pty) Ltd. gold
and silver prospecting license located in the Barberton Greenstone Belt in the Mpumalanga province of
South Africa.
45 Sandstorm shall have a right of first refusal with respect to any third-party bona fide offers to purchase a metal or
precious stone royalty on the properties.
Gcwihaba Resources (Pty) Ltd (“Gcwihaba”) - Botswana
In 2017, Gcwihaba, a wholly owned subsidiary of the Company, held twenty-one (21) metal (base, precious,
platinum group, and rare earth) prospecting licenses in the North-West district of which seven (7) were t h e n
in renewal. A review of the merits of each license was undertaken in the fourth quarter of 2017 in an effort to
determine which licenses were the most prospective in terms of exploration, discovery and development and
an economic resource. The review determined that 7 licenses were more prospective than the others. A series of
meeting were held with the Department of Mines (“D O M ”)and it was proposed that the C ompany would
relinquish the aforesaid twenty-one (21) licenses in exchange for an initial grant of the core seven (7) licenses. The
proposal was accepted by the DOM and the 21 licenses were relinquished at year-end and the core seven
licenses were given an initial grant effective January 1, 2018. These new licenses have an initial grant term of
three (3) years to be followed by 2 two-year renewal periods. The relinquishment of the aforementioned
licenses or portions thereof did not cause a reduction or change in the continuing overall exploration program nor
impact the chances of the overall success of the program.
During the third quarter of 2018, discrepancies were discovered in the license documents issued in the first
quarter. The Company brought this matter to the attention of the DOM which after their review concurred and
corrected the errors. The seven licenses were then given new initial grant dates of October 1, 2018, with the
same grant terms and renewal periods thereon. The licenses cover 4,920.50 square kilometers and collectively
have a proposed minimum spending commitment of BWP 1,753,815 ($166,278 USD as at December 31, 2019) if
held to their full initial term.
Bosoto (Pty) Ltd (“Bosoto”) - Botswana
Tsodilo was granted a prospecting license (PL369/2014) over the BK16 kimberlite pipe through its 100%
owned Botswana subsidiary, Bosoto, effective October 1, 2014. The prospecting license was renewed for an
additional two-year period commencing October 1, 2017 and a second two-year renewal application was
granted effective October 1, 2019.
The diamondiferous BK16 kimberlite pipe is located within the Orapa Kimberlite Field in Botswana and covered
by 25 meters of Kalahari Group sediments. BK16 is located 37 km east-southeast of the Orapa Diamond Mine
AK01, 25 km southeast of the Damshtaa Diamond Mine, and 13 km north-northeast of
the Letlhakane
Diamond Mine, all operated by Debswana and 28 km east-northeast from Lucara Diamond Corporation's
Karowe mine (F/K/A AK6). Tsodilo has a 100% interest in Bosoto. The Company’s current prospecting license
46 extends to September 30, 2021.
The Company estimated that it would take approximately BWP 42,002,000 ($3,815,750 USD as at December 31,
2019) in expenditures, goods and services over the two year renewal period to continue the evaluation of the
BK16 kimberlite’s economic potential and if warranted the preparation of a compliant NI 43-101 Feasibility Study
(FS). This estimate is based on the agreed work plan with the MMEWR. At any point the work plan may be
amended, and a new work plan agreed to with the MMEWR.
PL 217/2016 is situated within the Orapa Kimberlite Field and is located some 10 km south of the Orapa
Mining area and with the same distance to the west of the Letlhakane Mining lease. It surrounds the Karowe
Mining lease, while the BK11 prospect is directly to the east of the license.
The PL 217/2016 license had an initial grant term of three (3) years to be followed by 2 two-year renewal
periods. A renewal application filed in the third quarter 2019 is currently pending.
Newdico (Pty) Ltd (“Newdico”) - Botswana
The Company holds a 100% interest in Newdico, which holds one (1) industrial minerals prospecting license
PL091/2019, effective January 1, 2020. The license comprises 580 square kilometers and has a proposed minimum
spending commitment of BWP 131,330 ($12,527 USD) as at January 1, 2020. Newdico also provides
administrative, operational, exploration, geophysical and drilling services to the Company’s other subsidiaries.
Idada Trading 361 (Pty) Ltd (“Idada”) – South Africa
The Company holds a 70% interest in its South African subsidiary,
Idada.
Idada made application for an
exploration license (Ref: MP30/5/1/1/2/1047PR) in the Barberton area in February 2012. This application was
accepted in February 2013 and consultation was conducted with interested and affected parties in April and June
2013. An Environmental Management Plan (EMP) was submitted in April 2013 and a site visit was made by
various governmental departments (DMR, EWT, and REMDEC) in September 2013. During the second quarter
2015, notice was received from the Department of Mineral Resources, South Africa which granted the Company
the prospecting rights for gold and silver in the applied for area subject to certain subsequent conditions
being met. The Company has fulfilled those requirements and the Prospecting Right, together with the EMP,
was executed and became effective on April 7, 2016. The Prospecting Right has been granted for a term of five
years effective as of May 2015.
Notices were sent to all surface owners of the five farms informing the owners of our intent to access the property
to commence exploration activities. Three landowners, holding most of the target ground, have denied access. This
issue has been submitted to the Department of Mineral Resources (DMR) for resolution.
47 During the third quarter 2019, the Company was informed that certain portions of our license areas were
designated as a World Heritage site by UNESCO. UNESCO has informed the Company that in accordance with the
Operational Guidelines for the Implementation of the World Heritage Convention, UNESCO is investigating the
situation that the Company brought to their attention. UNESCO has informed the Company that according to
IUCN, the Advisory Body to the intergovernmental World Heritage Committee concerning nominations of natural
heritage sites on the World Heritage List, the overlapping prospecting license on the western portion of the
property or of the presence of Tsodilo Resources Ltd was not brought to the attention of IUCN during the
evaluation process. The documentation related to the evaluation and inscription of the site on the World Heritage
List from UNESCO’s website at: http://whc.unesco.org/en/list/1575/documents .
As the responsibility for nominating sites to the World Heritage List and the management and protection of the
World Heritage properties inscribed is under the authority of the State Party of South Africa, UNESCO advised the
Company that they would be contacting the appropriate South African office for clarification. To date, it is the
Company’s understanding that neither the Department of Mineral Affairs (DMA) nor the Department of
Environmental Affairs has responded to UNESCO’s inquiry. In addition to UNESCO’s inquiries, the Company also
contacted the DMA for guidance and received a response, but before the issue could be dealt with the South
African government was shut down due to the COVID-19 virus. The Company will continue our efforts to engage
the DMA once the government resumes its activities on a full-time basis. In the interim, the Company has filed a
renewal application to protect our license rights.
The license comprises 9,033 hectares and has a proposed minimum spending commitment of SA Rand
2,116,527 ($150,654 USD as at December 31, 2019) if held to the furthest out initial full-term to May 2020. All
expenditures have been curtailed until such time as access to the license area is provided.
48 4. PROPERTY, PLANT, AND EQUIPMENT
Property, Plant, and Equipment
Cost
Hangar
Vehicles
Furniture
And
Equipment
Total
As at December 31, 2017
Disposals
Net Exchange Difference
As at December 31, 2018
$199,720
$ 1,364,439
(18,952)
$ 550,226
--
$ 2,114,385
(18,952)
(16,940) (115,731)
(42,398) (175,069)
$182,780
$ 1,229,756
$ 507,828
$ 1,920,364
Hangar
Vehicles
$182,780
--
2,900
$185,680
$ 1,229,756
(271,276)
19,512
$977,992
Furniture
And
Equipment
Total
$ 507,828
(68,244)
7,258
$446,842
$1,920,364
(339,520)
29,670
$1,610,514
Hangar
Vehicles
$22,701
20,123
--
(2,579)
$ 1,315,552
12,185
(18,952)
(111,583)
Furniture
And
Equipment
Total
$ 227,686
66,454
--
$ 1,565,939
98,762
(18,952)
(14,566)
(128,728)
$40,245
$ 1,197,202
$ 279,574
$ 1,517,021
Hangar
Vehicles
$40,245
20,442
--
639
$61,326
$ 1,197,202
11,024
(271,276)
18,994
$955,944
Furniture
And
Equipment
$ 279,574
65,365
(68,244)
3,652
$280,347
Total
$ 1,517,021
96,831
(339,520)
23,285
$1,297,617
As at December 31, 2018
Disposals
Net Exchange Difference
As at December 31, 2019
Accumulated Depreciation
As at December 31, 2017
Depreciation
Disposals
Net Exchange Difference
As at December 31, 2018
As at December 31, 2018
Depreciation
Disposals
Net Exchange Difference
As at December 31, 2019
Net book value
As at December 31, 2018
$142,535
$32,554
$228,254
$403,343
As at December 31, 2019
$124,354
$22,048
$166,495
$312,897
For the period ended December 31, 2019, an amount of $95,924 (2018: $97,561) of amortization has been
capitalized under exploration properties.
49 5. NOTES PAYABLE
In December 2019, notes payable were issued for $1,036,322 from related parties, contractors and employees as
settlement of compensation, service fees and expenses payable. The notes have an annual
interest rate of 8% and
are due September 30, 2020 and December 30, 2020. The notes carry a termination fee of 10% upon early
redemption of the notes for which there is an embedded derivative arising – the fair value of this is $NIL. There
was no material gain / (loss) arising on this.
In addition, at the option of the note holders, the notes can be
converted to stock during future private placements at the price, that raise a minimum of CAD $500,000, of those
future private placements. $721,803 of the notes was from related parties (see note 9 ).
Date
Base Amount
Interest
Rate
Termination
fee
Maturity Date
1-Oct-18
31-Dec-18
31-Jan-19
30-June -19
30-Sept- 19
31-Dec -19
8%
8%
8%
8%
8%
8%
$ 20,000
444,343
85,000
293,687
98,146
95,146
$1,036,322
30-Sep-20
30-Dec-20
30-Dec-20
30-Dec-20
30-Dec-20
30-Dec-20
$ 2,000
44,434
8,500
8,646
3,646
3,746
$70,972
6. SHARE CAPITAL
(a)Common Shares
Authorized, Issued and outstanding
The authorized capital stock of the Company comprises an unlimited number of common shares with no par value.
Issued and outstanding: 45,347,310 Common Shares as at December 31, 2019 and December 31, 2018:
1)
Issued during the year-ended December 31, 2019: None
2)
Issued during the year-ended December 31, 2018: None
(b)Warrants
As at December 31, 2019, there were no warrants outstanding.
c) Stock Option Plan
The Company has a stock option plan (“SOP”) providing for the issuance of options that cannot exceed
5,629,830 shares of common stock. The Company may grant options to directors, officers, employees, and
contractors, and other personnel of the Company or its subsidiaries. The exercise price of each option cannot be
50 lower than the market price of the shares being the closing price of the Company’s common shares on the
Toronto Stock Exchange the day before the grant date. Options generally vest ratably over an eighteen-
month period, beginning with the date of issuance and every 6 months thereafter, and expire in five years from
the date of grant as determined by the Board of Directors. Stock options when exercise will result in equity
contributions.
The following Table summarizes the Company’s stock option activity for the years ended December 31, 2018 and
December 31, 2019:
Outstanding as at December 31, 2017
Granted
Forfeited
Expired
Outstanding as at December 31, 2018
Granted
Forfeited
Expired
Outstanding as at December 31, 2019
Number of
Options
3,667,500
860,000
(640,000)
(635,000)
3,252,500
1,175,000
(500,000)
(552,500)
3,375,000
Weighted
average
exercise price
(C$)
C$0.92
C$0.58
C$0.87
C$1.10
C$0.81
C$0.19
C$0.77
C$1.05
C$0.56
2019
On January 2, 2019, 222,500 stock options issued at C$0.75 expired.
On January 2, 2019, the Company issued 250,000 options exercisable at C$0.28 under its SOP to persons who are
officers and employees of the Company.
On February 19, 2019, 500,000 stock options were forfeited.
On March 21, 2019, 330,000 options exercisable at C$1.25 expired.
On June 6, 2019, the Company issued 925,000 options exercisable at C$0.17 under its SOP to persons who are
officers and employees of the Company.
2018
On January 2, 2018, the Company issued 260,000 options exercisable at C$0.65 under its SOP to persons who are
officers and employees of the Company.
On January 3, 2018, 235,000 stock options issued at C$1.20 expired.
On March 22, 2018, 400,000 options exercisable at C$1.04 expired.
On March 26, 2018, the Company issued 600,000 options exercisable at C$0.55 under its SOP to persons who are
directors and employees and an advisor to the Company.
During the year ending 2018, 640,000 stock options were forfeited.
51 The following assumptions were used in the Black Scholes option pricing model to fair value the stock
options granted during the years ended December 31, 2019 and 2018:
Expected lives
2019
2018
4.05 years
4.11 years
Expected volatilities (based on Company’s historical prices)
93.8%-96.1%
93.5%-95.5%
Expected dividend yield
Risk free rates
Weighted average fair value of option
0%
0%
1.86-2.47%
2.13-2.54%
$0.13
$0.42
The following table summarizes stock options outstanding as at December 31, 2019:
Options
Outstanding
Exercise
Price (C$)
Number of
Outstanding
Options
Weighted
Average
Exercise Prices
(C$)
Weighted
Average
Remaining
Contractual Life
(Years)
Number of
Exercisable
Options
Options
Exercisable
Weighted
Average
Exercise
Prices (C$)
Weighted
Average
Remaining
Contractual Life
(Years)
C$1.05
C$0.83
C$0.70
C$0.72
C$0.79
C$0.69
C$0.85
C$0.65
C$0.55
C$0.28
C$0.17
200,000
200,000
100,000
200,000
250,000
200,000
400,000
200,000
500,000
200.000
925,000
3,375,500
C$1.05
C$0.83
C$0.70
C$0.72
C$0.79
C$0.69
C$0.85
C$0.65
C$0.55
C$0.28
C$0.17
C$0.56
0.01
0.24
0.67
1.01
1.27
2.01
2.26
3.01
3.23
4.01
4.43
2.68
200,000
200,000
100,000
200,000
250,000
200,000
400,000
200,000
500,000
100,000
462,500
C$1.05
C$0.83
C$0.70
C$0.72
C$0.79
C$0.69
C$0.85
C$0.65
C$0.55
C$0.28
C$0.17
2,812,500
C$0.63
0.01
0.24
0.67
1.01
1.27
2.01
2.26
3.01
3.23
4.01
4.43
2.35
52 7. INCOME TAXES
The recovery of income taxes varies from the amounts that would be computed by applying the Canadian
federal and provincial statutory rate for 2019 of approximately 27% (2018: 26.5%) to loss before income taxes
as follows:
Loss for the year
Income tax rate
Expected income tax recovery
Foreign operation taxed at lower rates
Change in tax rate
Permanent differences
Change in benefits not recognized
Changes in estimate and foreign exchange
Provision for income taxes
December 31, 2019 December 31, 2018
($297,611)
($1,015,437)
27.00%
(80,355)
(26,794)
(33,130)
56,427
29,089
54,763
--
26.50%
$ (269,091)
(13,253)
--
64,385
197,785
20,174
--
As of December 31, 2019 the following deferred tax assets and liabilities have been recognized:
Property, Plant and Equipment
Exploration & Evaluation Assets
Deferred tax liabilities
Tax losses carried forward
Net deferred income tax asset recorded
December 31, 2019
December 31, 2018
$ (50,000)
(2,410,000)
(2,460,000)
2,460,000
$--
$ (18,000)
(1,492,000)
(1,510,000)
1,510,000
$--
As at December 31, 2019 the Company has unrecognized deductible temporary differences aggregating to
$13,139,000 (2018: $16,898,000), that are available to offset future taxable income.
temporary differences relate to companies with a history of losses, and as a result are not recognized.
However these
Losses carried forward - Botswana
Losses carried forward - Canada
Other
December 31, 2019 December 31, 2018
$ 5,873,000
6,905,000
361,000
$13,139,000
$10,046,000
6,305,000
547,000
$ 16,898,000
The Canadian tax losses of $6,905,000 (2018: $6,305,000) expire from 2026 through to 2039. The majority of
Botswana tax losses can be carried forward indefinitely with the remainder expiring within five years.
Total assessable tax losses relating to the activity in
Botswana
December 31, 2019 December 31, 2018
$17,068,000
$16,907,000
53 8. LOSS PER SHARE
Net loss per share was calculated based on the following:
Year ended December 31
Net loss for the year
Effect of Dilutive Securities
Stock options and warrants
Diluted net earnings (loss) for the year
2019
2018
($297,611)
($1,015,437)
--
--
($297,611)
($1,015,437)
The diluted loss per share is the same as the basic loss per share for the year ended December 31, 2019
because the stock options and warrants were anti-dilutive and had no impact on the EPS calculation.
Weighted average shares used in the per share calculation were 45,347,310 see note 6 above.
9. RELATED PARTY TRANSACTIONS
Remuneration of Key Management Personnel of the Company
Short term employee remuneration and benefits
Stock based compensation
Other long-term benefits*
2019
2018
$265,002
$430,002
102,016
230,901
26,310
113,724
Total compensation attributed to key management personnel
$393,328
$774,627
*Benefits include $26,310 of accrued leave through December 31, 2019 (2018: $28,736).
During the year an individual related to the CEO provided administrative and management services to the
Company and was remunerated in 2019 in the amount of $41,000 (2018: $36,000).
During the year,
individuals related to key management personnel of the company received $5,536 in stock
based compensation during the period (2018: $2,086).
During the year, board members were issued notes in the amount of $721 803 (2018: $352,465) (See note 5 above
for details).
As at December 31, 2019, there was a total of $56,935 (2018: $103,082) payables to related parties included
within accounts payable and accrued liabilities.
There are no other related party transactions.
54 10. SEGMENTED INFORMATION
The Company is operating in one industry. As at December 31, 2019 the Company’s property, plant and
equipment in the United States was $NIL (2018: $907) and in Botswana was $312,897 (2018: $402,436). No
revenues were realized for exploration and evaluation properties that are detailed in note 3 above. Segment
long-term exploration and evaluations properties in Botswana were $7,383,643 (2018: $6,691,560) and South
Africa were $8,122 (2018: $7,889).
11. FINANCIAL INSTRUMENTS
The Company’s financial instruments include cash, accounts receivable, accounts payable and accrued liabilities
and notes payable. The carrying values of these items as presented in the consolidated financial statements are
reasonable estimates of fair values due to the maturity and the terms of these instruments.
The Company’s financial instruments have been classified as follows:
Financial Instrument
Cash
Classification
Amortized cost
Accounts receivable
Accounts payable and accrued liabilities
Amortized cost
Other financial liabilities
Notes payable
Other financial liabilities
Risk Exposure and Management
The Company is exposed to various financial instrument risks and assesses the impact and likelihood of this
exposure. These risks include liquidity risk, credit risk, foreign exchange risk, and interest rate risk. Where
material these risks are reviewed and monitored by the Board of Directors.
(a) Capital Management
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a
going concern in order to pursue the development and exploration of its mineral properties and to maintain a
flexible capital structure which optimizes the costs of capital at an acceptable risk.
The Company depends on external financing to fund its activities. The capital structure of the Company
currently consists of common shares and stock options. The Company manages the capital structure and
makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying
assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, acquire or
dispose of assets or adjust the amount of cash on hand. No equity capital was raised in 2018, or through
December 31, 2019. See note 3 for a description of royalty interests sold which provided $1,500,000 in cash to be
55 used in further exploration and evaluation.
In order to facilitate the management of its capital requirements, the Company prepares annual expenditure
budgets, which are approved by the Board of Directors and updated as necessary depending on various
factors, including capital deployment and general industry conditions.
The Company anticipates continuing to access equity markets to fund continued exploration of its mineral
properties and the future growth of the business. However, there is no guarantee that such financing will be
available when required.
(b)Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The
Company is considered to be in the exploration stage. Thus, it is dependent on obtaining regular financings in
order to continue its exploration programs. Despite previous success in acquiring these financings, there is no
guarantee of obtaining future financings. The Company’s cash is invested in business accounts with quality
financial institutions and which is available on demand for the Company’s programs.
(c)Credit Risk
Credit risk is the risk of potential
loss to the Company if the counterparty to a financial
instrument fails to
meet it contractual obligations. The Company’s credit risk is primarily attributable to its liquid financial assets
including cash and accounts receivable. The Company limits exposure to credit risk on liquid financial assets
through maintaining its cash with high-credit quality financial institutions. The majority of the Company’s cash
is held with a major Canadian based financial institution.
There are no allowances for doubtful accounts required.
(d)Interest Rate Risk
The Company’s exposure to interest rate risk arises from the interest rate impact on its cash. Because the cash
is held on deposit at financial institutions and may be withdrawn at any time, and because the notes payable
have fixed interest rates, the Company’s exposure to interest rate risk is not significant.
56 (e) Foreign Exchange Risk
The Company is exposed to currency risks on its Pula denominated working capital balances due to changes in
the USD/BWP exchange rate. Based on the net Pula denominated asset and liability exposures as at
December 31, 2019, a ten percentage change in the exchange rate would result in a $90,959 (2018: $72,144)
impact to the Company’s net comprehensive income/(loss).
The Company issues equity in Canadian dollars and the majority of its expenditures are in U.S. dollars. The
Company purchases U.S. dollars based on its near term forecast expenditures and does not hedge its exposure
to currency fluctuations.
12. COMMITMENTS AND CONTINGENCIES
Prospecting Licenses
The Company holds prospecting licenses which require the Company to spend a proposed minimum amount on
prospecting over the period of the licenses as outlined in note 3.
Lease & Service Commitments
Currently, the aggregate minimum payments* are as follows:
Year
Facility
Term
2020
2020
2020
2020
Hangar Maun1
Shakawe Plot2
Gaborone 3
Letlhakane Plot4
Total
2/01/2016 – 12/31/2026
1/01/2016 – 12/31/2020
2/01/2020 – 1/31/2021
TBD
Rental
130,607
6,960
72,000
-
-
BWP
Services
19,591
-
98,000
-
202,607
117,591
Total
150,198
72,000
98,000
-
320,198
USD
14,355
6,868
7
9,348
-
30,571
* aggregate costs converted at January 1 of the current calendar year
1The lease has an effective date of January 1, 2016 and continues for 10 years at 8% escalation annually and shall be
renewed every three (3) years at market and commercial rates. The initial monthly lease payment is 8,000 BWP / month in
addition to a fee of 15% of monthly rental for security and general maintenance at the airport complex.
2The lease has an effective date of January 1, 2016 and is renewable at the company’s option for an additional 4 years
expiring on December 31, 2020. The monthly lease payment is 6,000 BWP.
3 The twelve month service agreement has an effective date of February 1, 2020 and is renewable at the company’s option for an
additional year expiring January 31, 2022. The monthly lease payment is 8,000 BWP/month.
4The lease is in the process of being transferred from the current primary lessee to Newdico. The transfer papers have been
submitted to the local land board for approval. The lease cost is expected to be 6,000 BWP / month.
57 13. NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS
Net change in non-cash working capital balances:
(Increase) decrease in accounts receivable and prepaid
expenses
Increase (decrease) in accounts payable and accrued liabilities
Increase in notes payable for operating activities
Total
December 31
2019
December 31
2018
$ 14,298
$189,467
78,733
272,592
429,742
275,603
$522,773
$737,662
14. SUBSEQUENT EVENTS
On January 4, 2020, 200,000 stock options exercisable at C$1.05 expired.
On January 2, 2020, the Company issued 275,000 options at C$0.07 under its stock option plan to
persons who are officers and employees of the Company.
On March 27, 2020, 200,000 stock options exercisable at C$0.83 expired.
On December 13, 2019, Newdico (Pty) Ltd was issued PL091/2019 effective January 1, 2020. The license
comprises 580 square kilometers and has a proposed minimum spending commitment of BWP 131,330
($12,527 USD) as at January 1, 2020.
58 Corporate Information
DIRECTORS
James M. Bruchs, Chairman
McLean, Virginia
Appointed as director in 2002
Jonathan R. Kelafant
Arlington, Virginia
Appointed as director in 2007
Thomas S. Bruington
Vancouver, British Columbia
Appointed as director in 2013
Mark Scowcroft
Victoria, Seychelles
Appointed as director in 2015
Blackie Marole
Gaborone, Botswana
Appointed as director in 2017
OFFICERS
James M. Bruchs, B.Sc., J.D.
Chairman and Chief Executive Officer
Appointed in 2002
Gary A. Bojes, CPA, Ph.D.
Chief Financial Officer
Appointed in 2007
CORPORATE HEAD OFFICE
TD Canada Trust Tower
Suite 2700
161 Bay Street, Box 508
Toronto, Ontario M5J 2S1
Telephone: (416) 572-2033
Facsimile: (416) 987-4369
Website: www.TsodiloResources.com
E-Mail: info@TsodiloResources.com
AUDITORS
Crowe Mackay LLP
Vancouver, Canada
LEGAL COUNSEL
Norton Rose Fulbright, LLP
Toronto, Ontario
REGISTRAR AND TRANSFER AGENT
Computershare Trust Company of Canada
Toronto, Ontario
STOCK EXCHANGE LISTING
TSX Venture Exchange
Trading Symbol: TSD
-ibc-
-bc-