Dfr Gold IncTSXV: DFR

September 30, 2024 – Q3 2024 (Financials)

Nov 28, 2024 at 7:37 PM UTC · Issued by Dfr Gold Inc

DFR GOLD INC.

Unaudited condensed consolidated interim financial statements

For the third quarter and nine-months period ended September 30, 2024

(All amounts are expressed in United States dollars, unless otherwise stated)

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

In accordance with National Instrument NI 51-102 released by Canadian Securities Administrators, the Company discloses that its auditors have not reviewed these condensed consolidated interim financial statements for the third quarter and nine-months period ended September 30, 2024.

DFR GOLD INC.

Unaudited condensed consolidated statements of financial position As at September 30, 2024

(All amounts are expressed in United States dollars)

			(Unaudited)	(Audited)
			September 30,	December 31,
	Notes		2024	2023
		$	$
ASSETS
Current assets
Cash and cash equivalents	7	109,484	122,961
Other receivables and prepaids	8	232,472	181,171
		341,956	304,132
Non-current assets
Property, plant, and equipment	9	26,432	33,640
Total assets		368,388	337,772

LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	12	868,223	528,489
Borrowings	13	1,610,285	1,868,686
Deferred consideration payable	14	-	-
		2,478,508	2,397,175
EQUITY AND RESERVES
Share capital	15	74,402,351	72,504,412
Contributed surplus	15	4,906,640	4,906,640
Accumulated deficit		(83,140,280)	(81,579,809)
Foreign currency translation reserve		(48,646)	1,827
Deficit		(3,879,935)	(4,166,930)
Non-controlling interests	16	1,769,815	2,107,527
Total deficit		(2,110,120)	(2,059,403)
Total deficit and liabilities		368,388	337,772

Nature and continuance of operation (Note 2)

Events after the reporting period (Note 24)

"Brian Kiernan"	"Bertrand Boulle"
Director	Director

The above condensed consolidated statements of financial position should be read in conjunction with the accompanying notes on pages 6 to 32.

DFR GOLD INC.

Unaudited condensed consolidated statements of loss and comprehensive loss For the third quarter and nine-months period ended September 30, 2024 (All amounts are expressed in United States dollars)

				(Unaudited)	(Unaudited)
				Three-months period ended		Nine-months period ended
				September 30,	September 30,	September 30,	September 30,
	Notes		2024	2023		2024	2023
			$	$		$	$
CONTINUING OPERATIONS
Operating expenses
Share-based compensation	15(iii)	-	(248,528)		-	(781,634)
Exploration and evaluation:
- Exploration & evaluation expenses	17	(231,223)	(407,499)		(1,281,052)	(1,749,155)
Loss on restructuring	22	(1,124)	-		(299)	-
General and administrative expenses	18	(119,868)	(204,030)		(550,423)	(1,001,771)
			(352,215)	(860,057)		(1,831,774)	(3,532,560)
Gain on disposal of
subsidiaries	11	100,000	100,000		100,000	100,000
Net interest expense		(29,795)	3,971		(88,865)	(201,634)
Share of loss of associate	10	(10,140)	(143,233)		-	(186,927)
Foreign exchange loss		(9,579)	(58,132)		(7,540)	(57,096)
			50,486	(97,394)		3,595	(345,657)
Net loss for the period		(301,729)	(957,451)		(1,828,179)	(3,878,217)
Other comprehensive loss:
Exchange differences on translation
of foreign operations		(59,424)	47,580		(62,739)	36,423
Total comprehensive loss for the period	(361,153)	(909,871)		(1,890,918)	(3,841,794)
Loss attributable to:
- Equity shareholders		(244,995)	(901,522)		(1,560,471)	(3,561,738)
- Non-controlling interest		(56,734)	(55,929)		(267,708)	(316,479)
			(301,729)	(957,451)		(1,828,179)	(3,878,217)
Total comprehensive loss attributable to:
- Equity shareholders		(292,446)	(863,282)		(1,610,944)	(3,530,229)
- Non-controlling interest		(68,707)	(46,589)		(279,974)	(311,565)
			(361,153)	(909,871)		(1,890,918)	(3,841,794)
Loss per share:
- Basic and diluted		(0.00)	(0.00)		(0.01)	(0.02)
Weighted average number of common
shares outstanding:
- Basic		203,139,700	181,670,852		198,438,493	181,670,852

The above condensed consolidated statements of loss and comprehensive loss should be read in conjunction with the accompanying notes on pages 6 to 32.

DFR GOLD INC.

Unaudited condensed consolidated statements of changes in equity (deficiency) For the third quarter and nine-months period ended September 30, 2024 (All amounts are expressed in United States dollars)

					Foreign
					currency	Non-
	Number of	Share	Contributed	Accumulated	translation	controlling
	shares	capital	surplus	deficit	reserve	interest	Total
		$	$	$	$	$	$
Balance at January 1, 2023	181,670,852	72,504,412	4,115,630	(77,715,606)	(3,732)	2,459,483	1,360,187
Loss for the period	-	-	-	(3,561,738)	-	(316,479)	(3,878,217)
Other comprehensive income -
Translation adjustment	-	-	-	-	31,509	4,914	36,423
Stock Options granted	-	-	781,634	-	-	-	781,634
Balance at September 30, 2023	181,670,852	72,504,412	4,897,264	(81,277,344)	27,777	2,147,918	(1,699,973)

Balance at January 1, 2024	181,670,852	72,504,412	4,906,640	(81,579,809)	1,827	2,107,527	(2,059,403)
Conversion of Debentures	21,468,848	1,897,939	-	-	-	-	1,897,939
Acquisition of Gurara Holdings
Limited (Note 22)	-	-	-	-	-	(57,738)	(57,738)
Loss for the period	-	-	-	(1,560,471)	-	(267,708)	(1,828,179)
Other comprehensive income -
Translation adjustment	-	-	-	-	(50,473)	(12,266)	(62,739)
Balance at September 30, 2024	203,139,700	74,402,351	4,906,640	(83,140,280)	(48,646)	1,769,815	(2,110,120)

The above condensed consolidated statements of changes in equity (deficiency) should be read in conjunction with the accompanying notes on pages 6 to 32.

DFR GOLD INC.

Unaudited condensed consolidated statements of cash flows

For the third quarter and nine-months period ended September 30, 2024 (All amounts are expressed in United States dollars)

	(Unaudited)		(Unaudited)
	Three-months period ended		Nine-months period ended
	September 30,	September 30,		September 30,	September 30,
	2024	2023		2024	2023
	$	$	$	$
Cash flows from operating activities
Net loss for the period from continuing
operations	(301,729)	(957,451)	(1,828,179)	(3,878,217)
Adjustments for non-cash items:
Gain on disposal of subsidiaries	(100,000)	(100,000)	(100,000)	(100,000)
Exploration and evaluation expenses (Note 22)	1,122	-	60,096	-
Share-based compensation (Note 15(iii))	-	248,528	-	781,634
Foreign exchange (gains)/losses	(59,867)	47,580	(63,182)	36,423
Interest on debentures and loans (Note 13)	29,884	-	89,538	213,219
Interest income	(90)	(3,971)	(673)	(11,585)
Depreciation charge (Note 9)	2,417	2,700	7,316	7,745
Share of loss of associate (Note 10)	-	143,233	-	186,927
Changes in working capital:
Decrease in other receivables	46,087	116,255	55,445	167,275
Increase in accounts payable and accrued
liabilities	178,127	101,205	215,366	40,196
Net cash used in operating activities	(204,049)	(401,921)	(1,564,273)	(2,556,383)
Cash flows from investing activities
Addition to interest in associate (Note 10)	-	(143,233)	-	(186,927)
Disposal of subsidiaries	-	100,000	-	100,000
Acquisition of plant and
equipment (Note 9)	(42)	(52)	(108)	(7,806)
Acquisition of subsidiaries, net of cash
acquired (Note 22)	-	-	231	-
Interest received	90	3,971	673	11,585
Net cash generated from/(used in)
investing activities	48	(39,314)	796	(83,148)
Cash flows from financing activities
Proceeds from loans (Note 13)	250,000	-	1,550,000	-
Proceeds from issue of debentures (Note 13)	-	-	-	1,705,750
Net cash generated from financing
activities	250,000	-	1,550,000	1,705,750
Net movement in cash and cash equivalents	45,999	(441,235)	(13,477)	(933,781)
Cash and cash equivalents at beginning of
the period	63,485	853,713	122,961	1,346,259
Cash and cash equivalents at end of the
period	109,484	412,478	109,484	412,478

Supplemental cash flow information (Note 7)

The above condensed consolidated statements of cash flows should be read in conjunction with the accompanying notes on pages 6 to 32.

DFR GOLD INC.

Notes to the unaudited condensed consolidated financial statements

For the third quarter and nine-months period ended September 30, 2024 (All amounts are expressed in United States dollars)

CORPORATE INFORMATION
DFR Gold Inc.'s ("DFR" or the "Company") business activity is the exploration and evaluation of mineral properties and mine development in West Africa and Madagascar. The Company was incorporated under the Canada Business Corporations Act on May 28, 2000. The Company is listed on the TSX Venture Exchange ("TSX-V"), having the symbol DFR, as a Tier 2 mining issuer and is in the process of exploring its mineral properties.
The issued and outstanding number of shares at the end of the reporting period were 203,139,700 common shares.
The address of the Company's registered office is Suite 2900, 550 Burrard Street, Vancouver, British Columbia V6C 0A3, Canada.
NATURE AND CONTINUANCE OF OPERATIONS
These unaudited condensed consolidated interim financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they become due.
To date, the Company has financed its activities through the issuance of equity securities and debt financing, primarily from significant shareholders of the Company. The Company expects to use similar financing techniques in the future and is pursuing such additional sources of financing as estimated to be required to sufficiently support its operations until such time that its operations become self-sustaining. Although the Company has been successful in raising funds to date, there can be no assurance that adequate or sufficient funding will be available in the future.
At September 30, 2024, the Company had an accumulated deficit of $83,140,280 (September 30, 2023: $81,277,344) and incurred a net loss of $301,729 and $1,828,179 during the third quarter and nine-months period ended September 30, 2024 (September 30, 2023: $957,451 and $3,878,217). These factors give rise to material uncertainties that raise substantial doubt about the Company's ability to continue as a going concern.
STATEMENT OF COMPLIANCE
The condensed consolidated interim financial statements of the Company for the third quarter and nine-months period ended September 30, 2024 are unaudited and have been prepared in accordance with IAS 34 'Interim Financial Reporting' as issued by the International Accounting Standards Board ("IASB") and do not include all notes of the type normally included in an annual financial report.
The unaudited condensed consolidated interim financial statements have been prepared using the same accounting policies as the audited consolidated financial statements for the year ended December 31, 2023 and should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2023.
The unaudited condensed consolidated interim financial statements were authorized for issue by the Board of directors on November 28, 2024.

DFR GOLD INC.

Notes to the unaudited condensed consolidated financial statements

For the third quarter and nine-months period ended September 30, 2024 (All amounts are expressed in United States dollars)

4. BASIS OF MEASUREMENT

The unaudited condensed consolidated interim financial statements have been prepared on a historical cost basis, except that:

financial instruments classified as fair value through profit or loss have been measured at fair value; and
other relevant financial assets and financial liabilities have been stated at amortised cost.
In addition, these unaudited condensed consolidated interim financial statements have been prepared using the accrual basis of accounting except for cash flow information.
The unaudited condensed consolidated interim financial statements are presented in United States dollars ("$"). The parent company's functional currency is the $ while the functional currency of the subsidiaries is the same as the respective local currencies of the countries in which they are based.
The preparation of financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's material accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 6.

5. SUMMARY OF MATERIAL ACCOUNTING POLICIES

The accounting policies set out below have been applied consistently to all years presented in these unaudited condensed consolidated interim financial statements, unless otherwise indicated.

Property, plant and equipment
Property, plant and equipment, except for freehold land and buildings and site improvements, are stated at cost less accumulated depreciation and/or accumulated impairment losses, if any.
The annual rates of depreciation are as follows:

Items

Fixtures and fittings

Exploration equipment

Rates

15%

The gain or loss arising on the disposal or retirement of an item (or part of an item) of property, plant and equipment is determined as the difference between the disposal proceeds and the carrying amount of the item (or part of the item, as applicable) and is recognised in profit or loss.

Basis of consolidation Subsidiaries
Subsidiaries are entities controlled by DFR (the "Parent"). The financial statements of subsidiaries are included in the unaudited condensed consolidated interim financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Parent.

DFR GOLD INC.

Notes to the unaudited condensed consolidated financial statements

For the third quarter and nine-months period ended September 30, 2024 (All amounts are expressed in United States dollars)

5. SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONTINUED)

Basis of consolidation (continued) Transactions eliminated on consolidation
Inter-company balances, transactions, and any unrealized income and expenses arising from inter- company transactions, are eliminated in preparing the unaudited condensed consolidated interim financial statements.
The unaudited condensed consolidated interim financial statements include the accounts of the Parent and its subsidiaries, as shown below:

	Country of	Class of	Ownership
Name	Incorporation	Shares	Interest

Kimberley Overseas Ltd.	Cayman Islands	Common	100%

Action Mining Ltd.	Mauritius	Common	100%

Compagnie Générale des Mines de Madagascar	Madagascar	Common	100%

Moydow Holdings Limited	British Virgin Islands	Common	80%

Moydow BF Ltd.	British Virgin Islands	Common	80%

Moydow Burkina Faso SARL	Burkina Faso	Common	80%

Gurara Holdings Limited	British Virgin Islands	Common	51%

Dagma Mining Limited	Republic of Nigeria	Common	51%

Dext Mining Limited	Republic of Nigeria	Common	51%

Paimasa Mining Limited	Republic of Nigeria	Common	51%

Investments in associated companies
An associate is an entity over which the Group has significant influence but not control, or joint control, generally accompanying a shareholding between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method. Investments in associates are initially recognised at cost as adjusted by post-acquisition changes in the Group's share of the net assets of the associate.
Subsequent to initial recognition, the economic interest financial statements include the Group's share of the profit or loss and other comprehensive income (''OCI'') of the equity-accounted investee, until the date on which significant influence or joint control ceases. If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the gain or loss previously recognised in other comprehensive income is reclassified to profit or loss relative to that reduction in ownership interest.
Any excess of the cost of acquisition and the Group's share of the net fair value of the associate's identifiable assets and liabilities recognised at the date of acquisition is recognised as goodwill, which is included in the carrying amount of the investment. Any excess of the Group's share of the net fair value of identifiable assets and liabilities over the cost of acquisition, after assessment, is included as income in the determination of the Group's share of the associate's profit or loss.

DFR GOLD INC.

Notes to the unaudited condensed consolidated financial statements

For the third quarter and nine-months period ended September 30, 2024 (All amounts are expressed in United States dollars)

5. SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONTINUED)

Investments in associated companies (continued)
When the Group's share of losses exceeds its interest in an associate, the Group discontinues recognising further losses, unless it has incurred legal or constructive obligation or made payments on behalf of the associate. Unrealised profits and losses are eliminated to the extent of the Group's interest in the associate. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Discontinued operations and disposal group held for sale
Discontinued operations and disposal group held for sale is a component of the Group's business, the operations and cashflows of which can be clearly distinguished from the rest of the Group and which:
- represents a separate major line of business or geographical area of operation; or
- is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operation; or
- is a subsidiary acquired exclusively with a view to resale.

Classification as a discontinued operation occurs upon disposal, abandonment or when the operations meet the criteria to be classified as held for sale. This condition is regarded as satisfied only when the sale is highly probable and the asset or disposal group is available for immediate sale in its present condition. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year of the date of classification. Property, plant and equipment and intangible assets, once classified as held for sale, are not depreciated or amortised.

Disposal groups classified as held for sale are measured at the lower of the carrying value and the fair value less costs to sell. Non-current assets and disposal groups are classified as held for sale if their carrying amounts will be recovered through a sale transaction rather than continued use. When an operation is classified as a discontinued operation, the comparative statement of loss and comprehensive loss is re-presented as if the operation had been discontinued from the start of the comparative year.

When the Group ceases to have control of an undertaking (disposal group), it is at this point that the Group ceases to consolidate the operations and any gain or loss on disposal is recognised in the consolidated statement of loss and comprehensive loss. In addition, any movements previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

Foreign currencies Transactions and balances
Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency of the entity at the exchange rate in effect at the statement of financial position date and non-monetary assets and liabilities at the exchange rates in effect at the time of the transactions. Revenues and expenses denominated in foreign currencies are translated at rates approximating the exchange rates in effect at the time of the transactions.
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated statement of loss and comprehensive loss.