1 . NATURE OF BUSINESS
The registered address of Antioquia Gold Inc. is 1000, 250 – 2 nd St SW, Calgary, Alberta, Canada, T2P 0C1. The Company is listed on the Toronto Venture Exchange (“TSX-V”) under the symbol “AGD”. The Company trades on the OTCQX pink sheets, under the symbol “AGDXF”. Antioquia Gold Inc. (“the Company”) owns 100% of Antioquia Gold Ltd., a Barbados company, which in turn has a branch, AGD Colombia, registered to conduct business in Colombia, South America. All mineral exploration and evaluation activities of the Company are carried out in Colombia. The Company owns 100% of Ingenieria Y Gestion Del Territorio S.A. (“IGTER”) a management company incorporated under the laws of Colombia. The Company is engaged in the acquisition, exploration, evaluation and development of mineral resource properties in Colombia. The Company is in the process of exploring and evaluating its mineral properties and has not yet determined whether they contain reserves that are economically recoverable. The success of the Company’s exploration, evaluation and development of its mineral properties will be influenced by significant risks; financial; economic; legal; a political environment in an emerging market; fluctuations in commodity prices and currency exchange rates; varying levels of taxation; the ability of the Company to discover recoverable reserves and to bring such reserves into production on an economic basis. The Company will be required to obtain additional financing to develop its resource properties. While the Company seeks to manage these risks, many of these factors are beyond its control. These interim unaudited condensed consolidated financial statements of the Company for the nine months ended September 30, 2015 and 2014 were authorized for issue by the board of directors on November 17, 2015.
2 . GOING CONCERN
These interim unaudited condensed consolidated financial statements have been prepared using International Financial Reporting Standards (“IFRS”) applicable to a going concern, which assumes continuity of operations and realization of assets and settlement of liabilities in the normal course of business for the foreseeable future, which
is at least, but not limited to, one year from September 30, 2015. At September 30, 2015, the Company had a cumulative deficit of $11,667,390 (December 31, 2014 – $9,911,722) and working capital of $1,483,344 (December 31, 2014 – $118,458). The Company’s ability to continue as a going concern is dependent upon its ability to achieve profitable operations, generate sufficient funds and continue to obtain sufficient capital from investors to meet its current and future obligations. The recoverability of amounts shown for exploration properties is dependent on several factors. These factors include the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the exploration, evaluation, and development of these properties, and future profitable operations or proceeds from disposition of mineral interests. The Company is subject to risks and challenges similar to companies in a comparable stage of exploration, evaluation and development. As a result of these risks, there is material uncertainty which raises significant doubt as to the appropriateness of the going concern assumption. There is no assurance that the Company’s funding initiatives
will continue to be successful. These interim unaudited condensed consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and Consolidated Statements of Financial Position classifications that would be necessary if the going concern assumption was inappropriate. These adjustments could be material. The Company will have to raise additional funds to advance its exploration, evaluation and development efforts and, while it has been successful in doing so in the past, there can be no assurance that it will be able to do so in the future.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies used in the preparation of these financial statements:
Basis of presentation
Statement of Compliance
These interim unaudited condensed consolidated financial statements are presented in accordance with IFRS and in particular in accordance with International Accounting Standard 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). IFRS represents standards and interpretations approved by the IASB, and are comprised of IFRSs, International Accounting Standards (“IASs”), and interpretations issued by the IFRS Interpretations Committee (“IFRICs”) or the former Standing Interpretations Committee (“SICs”).
Basis of measurement
These interim unaudited condensed consolidated financial statements have been prepared on the historical cost basis, except for financial instruments designated at fair value through profit and loss, which are stated at their fair value.
Basis of consolidation
These interim unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries; Antioquia Gold Ltd., a Barbados company (“AGD Barbados”) and Ingenieria Y Gestion Del Territorio S.A. (“IGTER”). AGD Barbados has a branch operation in Colombia (“AGD Colombia”). Intercompany transactions and balances are eliminated on consolidation.
Presentation and functional currency
The Company’s presentation and functional currency is the Canadian dollar. The functional currency of AGD Barbados is the United States dollar, and the functional currency of IGTER and AGD Colombia is the Colombian peso.
Foreign currency translation
The functional currency accounts are translated into the reporting currency by translating assets and liabilities into Canadian dollars at exchange rates in effect at the Consolidated Statement of Financial Position date. Equity accounts are translated at historical exchange rates. Revenues and expenses are translated at the average exchange rate for the year. Any resulting gain or loss is recorded as a component of other comprehensive loss.
Related party transactions
Related party transactions conducted in the normal course of operations are measured at the exchange value. The terms and conditions of the transactions with key management personnel and their related parties were no more favourable than those available, or which might reasonably be expected to be available, to similar transactions to non-key management personnel related entities on an arm’s length basis.
Financial assets and financial liabilities are recognized when the Company becomes party to a contractual agreement.
Financial assets are initially measured at fair value and classified into one of the following specified categories: fair value through profit or loss (“FVTPL”), held-to-maturity (“HTM”), and loans and receivables. HTM instruments and loans and receivables are measured at amortized cost. Instruments classified as FVTPL are measured at fair value with unrealized gains and losses recognized in the Consolidated Statement of Loss, Comprehensive Loss and Deficit for the period.
Financial liabilities are classified as either financial liabilities at FVTPL or other financial liabilities. Financial liabilities classified as FVTPL are measured at fair value with unrealized gains and losses recognized in the Consolidated Statement of Loss, Comprehensive Loss and Deficit for the period. Other financial liabilities, including borrowings, are initially measured at fair value and subsequently measured at amortized cost using the effective interest rate method.
Transaction costs directly attributable to the acquisition or issue of financial assets and financial liabilities are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities recorded at fair value through loss for the year are recognized immediately in the Consolidated Statement of Loss, Comprehensive Loss and Deficit for the year.
Financial assets and financial liabilities are offset and reported on the Consolidated Statement of Financial Position only if there is an enforceable legal right to offset the recognized amounts, and an intention to realize the asset and settle the liability simultaneously.
The fair value of financial instruments traded in active markets (such as FVTPL and AFS securities) is based on quoted market prices at the date of the Consolidated Statement of Financial Position. The quoted market price used for financial assets held by the Company is the current bid price.
Equity instruments issued by the Company are recognized at the proceeds received, net of direct issuance costs.
Financial instruments recognized in the Consolidated Statement of Financial Position include cash and equivalents, investment certificates, amounts receivable, and accounts payable and accrued liabilities. The respective accounting policies are described below.
Cash and cash equivalents
Cash and cash equivalents consists of cash on hand, cash held at a financial institution or investments having a maturity of ninety days or less at acquisition, that are readily convertible to the contracted amounts of cash.