CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS September 30, 2015 (Unaudited) TSX-V: ANF.

Transcription

1 CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS September 30, 2015 () TSX-V: ANF

2 NOTICE OF NO AUDITOR REVIEW The unaudited condensed consolidated interim financial statements, and accompanying notes thereto, for the periods ended September 30, 2015 and 2014 have not been reviewed by the Company s external auditors.

3 CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS Note September 30, 2015 December 31, 2014 ASSETS Current assets Cash and cash equivalents 3 $ 911,462 $ 662,976 Other receivable sale of subsidiary 4 3,772,971 3,366,538 Assets held for sale 4 4,040,469 4,040,469 Receivables 5,133 4,045 Prepaid expenses 5,939 7,308 Total current assets 8,735,974 8,081,336 Non-current assets Other receivable sale of subsidiary 4 51,067,798 45,479,688 Total assets $ 59,803,772 $ 53,561,024 LIABILITIES Current liabilities Accounts payable and accrued liabilities 5 $ 47,011 $ 20,751 Loans payable 6 3,469,656 5,417,225 Total liabilities 3,516,667 5,437,976 EQUITY Share capital 7 66,153,048 66,153,048 Share option reserve 8 3,492,730 3,465,309 Accumulated deficit (13,358,673) (21,495,309) Total equity 56,287,105 48,123,048 Total liabilities and equity $ 59,803,772 $ 53,561,024 APPROVED BY THE DIRECTORS Director Director Marshall Koval Lyle Braaten See Accompanying Notes to the Condensed Consolidated Interim Financial Statements

4 CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE INCOME (LOSS) For the three and nine months ended September 30, 2015 and 2014 Three months ended September 30, Nine months ended September 30, Note CONTINUING OPERATIONS Expenses Fees, salaries and other employee benefits 9 $ 55,456 $ 78,790 $ 160,008 $ 333,572 Office expenses 21,868 28,547 66,453 69,037 Legal, audit and accounting 3,096 2,289 64, ,720 Investor relations 8,202 7,150 24,813 32,925 Property investigations 147,617 16, ,536 16,588 Travel ,424 20,910 Regulatory and transfer agent fees 453 5,487 15,027 24, , , , ,331 Other income (expenses) Interest and other income , Interest expense (96,289) (148,662) (402,431) (148,662) Foreign exchange gain (loss) 60,089 8,201 77,462 (8,384) (35,462) (140,455) (321,917) (156,811) Net (loss) and comprehensive (loss) for the period attributable to owners of the parent entity from continuing operations (272,735) (280,073) (1,047,046) (769,142) DISCONTINUED OPERATIONS Income for the period from discontinued operations 4 4,691,566 2,199,315 9,183,682 3,873,376 Net income and comprehensive income for the period attributable to owners of the parent entity $ 4,418,831 $ 1,919,242 $ 8,136,636 $ 3,104,234 (Loss) per share from continuing operations basic and diluted 10 $ (0.005) $ (0.01) $ (0.025) $ (0.02) Earnings per share from discontinued operations basic and diluted 10 $ 0.11 $ 0.05 $ 0.21 $ 0.09 Weighted average number of shares outstanding: Basic Diluted ,401,966 43,401,966 43,401,966 43,401,966 43,401,966 43,401,966 43,401,966 43,404,846 See Accompanying Notes to the Condensed Consolidated Interim Financial Statements

5 CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS For the nine months ended September 30, 2015 and 2014 Nine months ended September 30, Note Operating activities Loss for the period from continuing operations $ (1,047,046) $ (769,142) Adjustment for non-cash items: Share-based payment 27,421 98,090 Interest expense 402, ,662 Deduct: interest income (3,052) (235) Net changes in non-cash working capital items: Receivables (1,088) (29,534) Prepaid expenses 1,369 (8,348) Accounts payable and accrued liabilities 26, ,089 Net cash utilized in continuing operations (593,705) (313,418) Discontinued operations 4 (76,880) (1,416,788) Net cash utilized in operating activities (670,585) (1,730,206) Investing activities Expenditures on exploration and evaluation asset - (1,423,186) Change in accounts payable and accrued liabilities - exploration and evaluation asset - (70,845) Interest received 3, Investing activities from discontinued operations 4 3,266,019 3,205,631 Net cash provided by investing activities 3,269,071 1,711,835 Financing activities Proceeds from loans 6 74,079 1,805,000 Repayment of loans 6 (2,397,038) (1,250,000) Interest paid on loans 6 (27,041) - Net cash (utilized in) provided by financing activities (2,350,000) 555,000 Increase in cash and cash equivalents 248, ,629 Cash and cash equivalents, beginning of period 662, ,536 Cash and cash equivalents, end of period 3 $ 911,462 $ 879,165 Non-cash investing activities: The Company s exploration and evaluation asset included $231,253 of depreciation from plant and equipment for the nine months ended September 30, 2014 and capitalized interest of $298,468. These amounts are not reflected in the statement of cash flows. See Accompanying Notes to the Condensed Consolidated Interim Financial Statements

6 CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY For the nine months ended September 30, 2015 and 2014 Share Capital Share Option Accumulated Note Number of shares Amount Reserve Deficit Total Balance, January 1, ,401,966 $ 66,153,048 $ 3,292,007 $ (27,169,422) $ 42,275,633 Share-based payment , ,529 Comprehensive income ,104,234 3,104,234 Balance, September 30, ,401,966 66,153,048 3,416,536 (24,065,188) 45,504,396 Share-based payment ,773-48,773 Comprehensive income ,569,879 2,569,879 Balance, December 31, ,401,966 66,153,048 3,465,309 (21,495,309) 48,123,048 Share-based payment ,421-27,421 Comprehensive income ,136,636 8,136,636 Balance, September 30, ,401,966 $ 66,153,048 $ 3,492,730 $ (13,358,673) $ 56,287,105 See Accompanying Notes to the Condensed Consolidated Interim Financial Statements

7 1. NATURE OF OPERATIONS Anfield Nickel Corp. ( Anfield or the Company ) is a publicly listed company incorporated in the Province of British Columbia, Canada. Anfield and its wholly-owned subsidiaries (collectively referred to as the Group ) are engaged in the acquisition, exploration and development of mineral resources. In June 2014, the Company sold Mayaniquel, S.A. ( MNSA ), a wholly-owned subsidiary, which held the Mayaniquel Project which consists of certain mineral exploration licenses in the nickel laterite belt located in the eastern part of Guatemala (see Note 4). Anfield is currently seeking new mineral exploration projects. The Company s head office and principal business address is Suite 410, 625 Howe Street, Vancouver, British Columbia, V6C 2T6. The Company s registered and records office is located at Burrard Street, Vancouver, British Columbia, V7X 1T2. 2. BASIS OF PREPARATION, GOING CONCERN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of preparation These condensed consolidated interim financial statements for the nine months ended September 30, 2015, have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all of the information and disclosures required in full annual financial statements and should be read in conjunction with the Group s annual financial statements as at December 31, 2014 which have been prepared in accordance with International Financial Reporting Standards ( IFRS ). These condensed consolidated interim financial statements have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit and loss, which are stated at their estimated fair value. The condensed consolidated interim financial statements are presented in Canadian dollars. These condensed consolidated interim financial statements were approved and authorized for issue by the Board of Directors on November 25, (b) Going concern These condensed consolidated interim financial statements have been prepared on the going concern basis which assumes that the Group will be able to realize, into the foreseeable future, its assets and liabilities in the normal course of business as they come due. The Company has incurred cumulative losses of $13,358,673 as at September 30, 2015 and has sold its primary asset (see Note 4). At September 30, 2015, the Group held cash of $911,462 but owed $3,469,656 on loans advanced from shareholders (see Note 6). The ability of the Group to continue as a going concern is dependent upon receipt of future payments due to the Company from the sale of MNSA (see Note 4), successfully identifying and acquiring a new project, obtaining additional financing, sale of the Group s remaining assets in Guatemala, or a combination thereof. Based on forecasts and indications of shareholder support, the Company believes it will be able to secure sufficient financial resources to continue as a going concern for the foreseeable future. However, the possibility remains that the Group s operations and financial resources could be affected by, among other factors, a withdrawal of shareholder support, failure to identify and acquire a new project and related financing thereto, and failure to collect amounts owing from Cunico Resources N.V. ( Cunico ). There is no assurance that the steps taken by management of the Company to address the Group s financial condition will be successful. The potential that the Group s financial resources are insufficient to fund its activities for the next year indicates a material uncertainty which may cast significant doubt over the Company s ability to continue as a going concern. These condensed consolidated interim financial statements do not include the adjustments that would result if the Company is unable to continue as a going concern. (c) Significant accounting policies The significant accounting policies that have been applied, on a consistent basis, in the preparation of these condensed consolidated interim financial statements are included in the Group s audited consolidated financial statements for the year ended December 31, Those accounting policies have been used throughout all periods presented in the condensed consolidated interim financial statements except for the application of new standards or amendments to IFRS effective January 1, 2015, as described below: Annual improvements: In December 2013, the IASB issued Annual Improvements to IFRSs Cycle which included certain amendments to IAS 24 Related Party Disclosures, including an amendment to the definition of a related party in order to include management entities that provide key management personnel services to the reporting entity. The Company adopted the amendment with effect January 1, The Company s related party disclosure (Note 15) complies with the disclosure requirements

8 2. BASIS OF PREPARATION, GOING CONCERN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (d) Significant accounting judgments and estimates The preparation of the Group s consolidated financial statements in accordance with IFRS requires management to make certain judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. Actual results are likely to differ from these estimates. Information about the significant judgments, estimates and assumptions that have the most significant effect on the recognition and measurement of assets, liabilities, income and expenses in these condensed consolidated interim financial statements are discussed below. Judgments Determination of functional currency: The determination of functional currency for each company in the Group requires an analysis of various indicators which IFRS splits between primary and additional indicators. The primary factors include analyzing (a) the currency that mainly influences sales prices for goods and services, (b) the currency of the country whose competitive forces and regulations mainly determine the sales price of its goods and services and (c) the currency that mainly influences labour, material and other costs of providing goods or services. Management review concluded that the primary factors were not conclusive for the companies within the Group. Management further reviewed the additional factors for consideration under IFRS which include examining (a) the currency of financing activities, (b) the currency in which receipts from operating activities are usually retained, (c) whether the activities of foreign operations are carried out as an extension of the Company or operate with a large degree of autonomy, (d) whether transactions between entities is a high or low proportion of the foreign operation s activities, (e) whether cash flows from activities of a foreign operation directly affect the cash flows of the Company and (f) whether cash flows from the activities of the foreign operation are sufficient to service existing and normally expected debt obligations. Management review and consideration of the additional factors lead to the determination that the functional currency for Anfield and its subsidiaries is the Canadian dollar given that the Group has, to date, been financed solely in Canadian dollars and its foreign operations are heavily dependent upon, and directed by, the Company so as to operate as an extension of the Company. Assets held for sale: IFRS 5 Non-current assets held for sale and discontinued operations requires management to apply judgment to determine the classification of assets held for sale and to determine possible impairment in order to record the assets at the lower of cost or fair value less costs to sell. Management has determined that, at the current time, cost is the most appropriate indicator as to the value of these assets. Estimates and assumptions Deferred tax assets: The assessment of the probability of future taxable income against which deferred tax assets can be utilized is based on the Group s future planned activities, supported by budgets that have been approved by the Board of Directors. Management also considers the tax rules of the various jurisdictions in which the Group operates. Should there not be a forecast of taxable income that indicates the probable utilization of a deferred tax asset or any portion thereof, the Group does not recognize the deferred tax asset. Share-based payments: The Company utilizes the Black-Scholes Option Pricing Model ( Black-Scholes ) to estimate the fair value of stock options granted to directors, officers and employees. The use of Black-Scholes requires management to make various estimates and assumptions that impact the value assigned to the stock options including the forecast future volatility of the stock price, the risk-free interest rate, dividend yield and the expected life of the stock options. Any changes in these assumptions could have a material impact on the share-based payment calculation value. Other receivables sale of subsidiary: Amounts receivable by the Company following the sale of MNSA are due to be collected over the next four years. As disclosed in Note 4, these amounts are due in U.S. dollars and will fluctuate based upon future exchange rates and nickel prices. The Company has estimated the fair value of the receivable through a combination of (i) forward foreign exchange rates at September 30, 2015; (ii) forecast future nickel prices using the currently forecast long-term consensus analyst view; and (iii) present value calculations using an 8% discount rate. Changes to any of these assumptions will change the fair value assigned to the receivable balance

9 2. BASIS OF PREPARATION, GOING CONCERN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (e) Standards issued but not yet effective The standards and interpretations that are issued, but not yet effective, up to the date of authorization of these condensed consolidated interim financial statements are disclosed below. Management anticipates that all of the pronouncements will be adopted in the Group s accounting policy for the first period beginning after the effective date of the pronouncement. Information on new standards, amendments and interpretations that are expected to be relevant to the Group s financial statements is provided below. Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Group s consolidated financial statements. IFRS 15 Revenue from Contracts with Customers: The IASB issued IFRS 15 in May The new standard provides a comprehensive framework for recognition, measurement and disclosure of revenue from contracts with customers, excluding contracts within the scope of the standards on leases, insurance contracts and financial instruments. IFRS 15 is effective for annual periods beginning on or after January 1, 2018 and is to be applied retrospectively with early adoption permitted. Management is currently evaluating the impact the final standard is expected to have on the Group s consolidated financial statements. This is not expected to be significant as the Company is currently not generating operating revenues. IFRS 9 Financial Instruments: The IASB published the final version of IFRS 9 in July The final standard brings together the classification, measurement, impairment and hedge accounting phases of the IASB s project to replace IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 includes a loss impairment model, amends the classification and measurement model for financial assets and provides additional guidance on how to apply the business model and contractual characteristics test. This final version of IFRS 9 supersedes all previous versions of IFRS 9 and is effective for annual periods commencing on or after January 1, 2018, with early adoption permitted. Management is currently evaluating the impact the final standard is expected to have on the Group s consolidated financial statements. 3. CASH AND CASH EQUIVALENTS The Group s cash and cash equivalents at September 30, 2015, consisted of cash of $80,965 and cash equivalents of $830,497 (December 31, 2014 cash of $662,976). The Group s cash and cash equivalents are denominated in the following currencies and include the following components: September 30, 2015 December 31, 2014 (Overdraft) / cash at bank and in hand Canadian dollars $ (20,375) $ 517,576 Cash at bank and in hand U.S. dollars 101, ,400 Short-term deposits Canadian dollars 93,255 - Short-term deposits U.S. dollars 737,242 - Cash and cash equivalents $ 911,462 $ 662, DISPOSITION OF SUBSIDIARY AND DISCONTINUED OPERATIONS In April 2014, Anfield entered into an agreement to sell its wholly-owned subsidiary, Mayaniquel S.A. which holds the Mayaniquel nickel laterite project in Guatemala, to Cunico Resources N.V. Under the agreement, Cunico acquired 100% of the issued and outstanding shares MNSA. Upon closing of the transaction, on June 16, 2014, Anfield received US$3,000,000. The balance of the consideration payable by Cunico to the Company consists of payments due as follows: (i) June 16, 2015 US$3,000,000 (received on June 15, 2015); (ii) June 16, 2016 US$ 3,000,000; (iii) June 16, 2017 US$ 3,000,000; (iv) (v) June 16, 2018 US$ 3,000,000; and June 16, 2019 a final payment based on the following formula: (Year 5 average nickel price / US$ 14,000 x US$ 43,000,000) US$ 15,000,000. Cunico s payment of future purchase price installments is secured by a pledge on the shares of MNSA, a pledge by Cunico s marketing subsidiary on certain accounts receivable arising from the sale of processed nickel, and a guarantee from Cunico s subsidiary for performance of all payment and performance obligations of Cunico pursuant to the Agreement. The receivable balances are financial instruments and have been designated as fair value through profit and loss. Fair value is based on the estimated present value of the cash to be received taking into account future forecast foreign exchange rates and nickel prices (see Note 2(d) for additional details on the assumptions utilized). Changes in fair value are recognized in profit and loss.

10 4. DISPOSITION OF SUBSIDIARY AND DISCONTINUED OPERATIONS (continued) As at June 16, 2014, the Company recorded a gain on disposal of $2,422,035, representing the fair value of the consideration received and receivable on closing of the sale of MNSA less (i) costs of disposal and (ii) the book value of the net assets sold. Changes in the fair value of the receivable from Cunico for payments due after June 16, 2014 are summarized below for the year ended December 31, 2014 and nine months ended September 30, 2015: Other receivable - current Other receivable - non-current Total Balance, June 16, 2014 $ 3,137,731 $ 41,244,290 $ 44,382,021 Remeasurement recognized in profit or loss 228,807 4,235,398 4,464,205 Balance, December 31, ,366,538 45,479,688 48,846,226 Cash received (3,696,900) - (3,696,900) Remeasurement recognized in profit or loss 624,622 9,066,821 9,691,443 Transfer to current receivable 3,478,711 (3,478,711) - Balance, September 30, 2015 $ 3,772,971 $ 51,067,798 $ 54,840,769 The results of MNSA are presented as discontinued operations for its operating results prior to the closing of the sale on June 16, These have been presented in the condensed consolidated interim statements of comprehensive income (loss), including the prior period. Three months ended September 30, Nine months ended September 30, Results of discontinued operations Income (expenses) Gain (loss) on disposal of subsidiary $ - $ 720,477 $ (430,881) $ 2,422,035 Change in fair value of receivable from sale of subsidiary 4,701,347 1,476,976 9,691,443 1,476,976 Interest income Operating expenses (10,698) - (81,523) - Foreign exchange gain (loss) 908 1,862 4,606 (25,635) Net income for the period from discontinued operations $ 4,691,566 $ 2,199,315 $ 9,183,682 $ 3,873,376 The Company s remaining assets in Guatemala have been classified as assets held for sale with a carrying value of $4,040,469. The Company is engaged in a formal marketing process to dispose of these remaining Guatemalan assets which are available for immediate sale in their current condition. Costs related to holding these assets have been included in discontinued operations (operating expenses) as noted in the table above. 5. ACCOUNTS PAYABLES AND ACCRUED LIABILITIES Accounts payable and accrued liabilities are as follows: September 30, 2015 December 31, 2014 Trade payables $ 47,011 $ 598 Accrued liabilities - 20,153 Total payables $ 47,011 $ 20,751 All amounts are short-term. The carrying value of trade payables and accrued liabilities is considered a reasonable approximation of fair value

11 6. LOANS PAYABLE Total loan balance, January 1, 2014 $ 4,263,671 Balance advanced 1,805,000 Repayment of loans (1,250,000) Interest accrued 447,130 Total loan balance, September 30, ,265,801 Interest accrued 151,424 Total loan balance, December 31, ,417,225 Balance advanced 74,079 Repayment of loans (2,397,038) Interest paid (27,041) Interest accrued 402,431 Total loan balance, September 30, 2015 $ 3,469,656 On May 1, 2013, the Company entered into a $3 million non-secured loan with Lumina Capital Limited Partnership ( LCLP ). The loan was repayable on or before the earlier of December 31, 2013 or two business days after the Company completed any financing greater than $3 million plus accrued interest on the loan by way of private placement of shares. The loan accrues interest at a rate of 12% per annum (compounded yearly and not in advance). On October 22, 2013, the loan was increased by $1 million to $4 million and the repayment date of the loan was amended to June 30, 2014 or two business days after the Company completes any financing greater than $4 million plus accrued interest by way of private placement of shares. On January 30, 2014, the Company received a loan of $250,000 from LCLP which accrues interest at a rate of 12% per annum (compounded yearly and not in advance). The loan was repayable on or before the earlier of June 30, 2014 or two business days after the date on which the Company undertakes any equity financing by way of private placement of shares, with such financing raising an amount greater than $4,250,000, plus accrued interest on all then outstanding loans. On March 5, 2014, the Company received a loan of $355,000 from LCLP which accrues interest at a rate of 12% per annum (compounded yearly and not in advance). The loan was repayable on or before the earlier of June 30, 2014 or two business days after the date on which the Company undertakes any equity financing by way of private placement of shares, with such financing raising an amount greater than $4,605,000, plus accrued interest on all then outstanding loans. On March 28, 2014, the Company received a loan of $350,000 from LCLP which accrues interest at a rate of 12% per annum (compounded yearly and not in advance). The loan was repayable on or before the earlier of June 30, 2014 or two business days after the date on which the Company undertakes any equity financing by way of private placement of shares, with such financing raising an amount greater than $4,955,000, plus accrued interest on all then outstanding loans. On March 31, 2014, pursuant to the dissolution of LCLP, the outstanding loan balances were allocated between the five former limited partners of LCLP and the Company entered into replacement promissory notes with each party on terms that matched the previous agreements with LCLP. On April 24, 2014, the Company received a loan of $450,000 from Kestrel Holdings Ltd. The loan accrues interest at a rate of 12% per annum (compounded yearly and not in advance). The loan was repayable on or before the earlier of June 30, 2014 or two business days after the date on which the Company undertakes any equity financing by way of private placement of shares, with such financing raising an amount greater than $5,405,000, plus accrued interest on all then outstanding loans. On May 7, 2014, the Company received a loan of $250,000 from BC Ltd. The loan accrues interest at a rate of 12% per annum (compounded yearly and not in advance). The loan was repayable on or before the earlier of June 30, 2014, or proportionally, on a pro-rata basis with all outstanding loans owed by the Company, when any other payment is made on such outstanding loans. On May 22, 2014, the Company received a loan of $150,000 from BC Ltd. The loan accrues interest at a rate of 12% per annum (compounded yearly and not in advance). The loan was repayable on or before the earlier of June 30, 2014, or proportionally, on a pro-rata basis with all outstanding loans owed by the Company, when any other payment is made on such outstanding loans. On June 30, 2014, the Company entered into replacement promissory notes with each lender to consolidate the outstanding loans and amend the repayment terms to the earlier of June 30, 2015 or two business days after completion of any financing greater than the total owed (principal and interest) on all then outstanding loans by way of private placement of shares. In addition, any partial repayment of the loans will be made proportionally to principal advances, on a pro-rata basis with all outstanding loans owed by the Company. On June 30, 2014, an amount of $1,250,000 was repaid to the lenders

12 6. LOANS PAYABLE (continued) On June 24, 2015, the Company (i) made a pro-rata loan repayment to each loan holder in the total amount of $2,350,000; (ii) repaid the balance of the loan and interest accrued owing to Hemisphere Holdings Ltd. in the amount of $74,079 (of which $27,041 represented accrued interest); (iii) received a loan of $74,079 from Emerson Holdings Inc. (with repayment terms identical to all the other outstanding loans); and (iv) obtained agreements from all remaining loan holders that amended the repayment terms to the earlier of June 30, 2016 or two business days after completion of any financing greater than the total owed (principal and interest) on all then outstanding loans by way of private placement of shares. At September 30, 2015, the Company s total loans payable, by lender, were as follows: Loans from: Principal Accrued interest Total Emerson Holdings Inc. $ 74,079 $ 2,411 $ 76,490 Kestrel Holdings Ltd. 1,755,817 1,037,914 2,793,731 La Plata Holdings Company 47,038 29,308 76, BC Ltd. 292, , ,194 Tugela Holdings Inc. 62,779 39, ,895 Total $ 2,232,041 $ 1,237,615 $ 3,469, SHARE CAPITAL Authorized: an unlimited number of common shares, without par value. Issued and fully paid: Number of Shares Amount Balance, January 1, 2014, December 31, 2014 and September 30, ,401,966 $ 66,153, SHARE-BASED PAYMENTS (a) Stock option plan The Company has adopted a stock option plan ( the Plan ) whereby it may grant options to directors, officers, employees, and consultants of the Group. The maximum number of shares that may be reserved for issuance under the Plan is limited to 4,300,000. The Plan permits the board of directors of the Company to set the terms for each stock option grant, such as the maximum exercise period and the vesting period. The exercise price of options granted is established in relation to the market price of the Company s shares which at any date is the volume weighted average trading price of the Company s shares on the five trading days prior to such date. During the periods ended September 30, 2015 and 2014, the Company granted no stock options. Pursuant to the Company s accounting policy for share-based payments, the fair value of options vesting during the nine months ended September 30, 2015, in the amount of $27,421 (nine months ended September 30, $124,529) has been recorded. Of this amount, $27,421 ( $98,090) been included in expenses and $Nil ( $26,439) was capitalized to exploration and evaluation asset. (b) Outstanding stock options Stock options and weighted average exercise prices are as follows for the reporting periods presented: Three months ended September 30, Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price Outstanding, beginning of period 1,719,000 $ ,980,000 $ 3.00 Expired - - (410,000) 2.40 Forfeited - - (241,000) 3.33 Outstanding, end of period 1,719,000 $ ,329,000 $

13 8. SHARE-BASED PAYMENTS (continued) (b) Outstanding stock options (continued) Nine months ended September 30, Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price Outstanding, beginning of period 2,299,000 $ ,190,000 $ 2.99 Expired (580,000) 3.02 (410,000) 2.40 Forfeited - - (451,000) 3.13 Outstanding, end of period 1,719,000 $ ,329,000 $ 2.43 For each reporting period, the Company had outstanding stock options, including weighted average remaining contractual life, as follows: September 30, 2015 Options Outstanding Options Exercisable Number of Shares Expiry Date Weighted average life (years) Exercise Price Number of Shares Exercise Price 20,000 November 19, $ ,000 $ ,000 May 26, $ ,000 $ ,000 August 17, $ ,000 $ ,000 November 20, $ ,000 $ ,000 December 27, $ ,673 $1.50 1,719, $3.09 1,531,673 $3.28 December 31, 2014 Options Outstanding Options Exercisable Number of Shares Expiry Date Weighted average life (years) Exercise Price Number of Shares Exercise Price 580,000 June 8, $ ,000 $ ,000 November 19, $ ,000 $ ,000 May 26, $ ,000 $ ,000 August 17, $ ,000 $ ,000 November 20, $ ,000 $ ,000 December 27, $ ,673 $1.50 2,299, $3.07 2,111,673 $3.21 (c) Share option reserve A summary of the share option reserve account is presented below: Fair value of stock options Balance January 1, 2014 $ 3,292,007 Share-based payment 124,529 Balance September 30, ,416,536 Share-based payment 48,773 Balance December 31, ,465,309 Share-based payment 27,421 Balance September 30, 2015 $ 3,492,

14 9. REMUNERATION Expenses recognized for fees, salaries and other employee benefits are analyzed below: Three months ended September 30, Nine months ended September 30, Fees, salaries $ 46,215 $ 50,288 $ 132,566 $ 235,458 Social security and health benefits Share-based payments 9,241 28,502 27,421 98,090 Fees, salaries and other employee benefits $ 55,456 $ 78,790 $ 160,008 $ 333,572 The amounts reflected above do not include any amounts paid in respect of the cost of services received that were capitalized to exploration and evaluation asset during the nine months ended September 30, EARNINGS (LOSS) PER SHARE The calculation of basic and diluted earnings (loss) per share is based on the following data: Three months ended September 30, Net (loss) from continuing operations $ (272,735) $ (280,073) Net (loss) earnings from discontinued operations $ 4,691,566 $ 2,199,315 Weighted average number of common shares outstanding (basic) 43,401,966 43,401,966 Effect of dilutive common share equivalents - - Weighted average number of common shares outstanding (diluted) 43,401,966 43,401,966 (Loss) per share from continuing operations basic and diluted $ (0.005) $ (0.01) Earnings per share from discontinued operations basic and diluted $ 0.11 $ 0.05 Nine months ended September 30, Net (loss) from continuing operations $ (1,047,046) $ (769,142) Net earnings from discontinued operations $ 9,183,682 $ 3,873,376 Weighted average number of common shares outstanding (basic) 43,401,966 43,401,966 Effect of dilutive common share equivalents - 2,880 Weighted average number of common shares outstanding (diluted) 43,401,966 43,404,846 (Loss) per share from continuing operations basic and diluted $ (0.025) $ (0.02) Earnings per share from discontinued operations basic and diluted $ 0.21 $ 0.09 Basic earnings (loss) per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. The diluted per share amounts reflects the potential dilution of common share equivalents, such as stock options, in the weighted average number of common shares outstanding during the period, if dilutive. Where the effect of stock options was anti-dilutive because their exercise price was higher than the average market price of the Company s common shares for the years noted above, assumed exercise of those options was not included. All stock options are considered anti-dilutive when a loss is reported for a period. 11. CAPITAL RISK MANAGEMENT It is the Group s objective when managing capital to safeguard its ability to continue as a going concern in order that it may continue to seek acquisition targets to explore and develop mineral properties and continue its operations for the benefit of its shareholders. The Group s objectives when managing capital are to (a) enable the Company to seek new mineral projects; (b) explore and develop owned mineral properties; (c) support any expansion plans; and (d) maintain a capital structure which optimizes the cost of capital at acceptable risk.

15 11. CAPITAL RISK MANAGEMENT (continued) The Group manages its equity (which includes common shares, share option reserve and accumulated deficit) and loans payable as capital. The Group intends to expend existing working capital by carrying out its planned future acquisition, exploration and development activities on mineral properties and continuing to pay administrative costs. The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristic of the underlying assets. In order to maintain or adjust the capital structure the Group may issue new shares. In order to facilitate analysis and management of its capital requirements, the Group prepares and updates annual budgets (as needed) to ensure that its acquisition and exploration operations can continue to progress. Budgets, once finalized, are approved by the Board of Directors. There have not been any changes to the Group s capital management objective, policies and processes compared to the prior year. The Group is not subject to any externally imposed capital requirements. 12. FINANCIAL INSTRUMENTS (a) Categories of financial assets and financial liabilities The Group s financial assets and financial liabilities are categorized as follows: Category September 30, 2015 December 31, 2014 Cash and cash equivalents Loans and receivables $ 911,462 $ 662,976 Other receivables sale of subsidiary Fair value through profit and loss 54,840,769 48,846,226 Accounts payable and accrued liabilities Other financial liabilities 47,011 20,751 Loans payable Other financial liabilities 3,469,656 5,417,225 The recorded amounts for cash and cash equivalents, accounts payable and accrued liabilities and loans payable approximate their fair value due to their short-term nature. Income earned on the Group s cash and cash equivalents has been disclosed in the consolidated statements of comprehensive income (loss) under the caption interest and other income. Other receivables are adjusted to their estimated fair value at each reporting period with changes in fair value recorded in profit and loss see Note 2(d). (b) Fair Value Measurements The fair value of financial assets and financial liabilities at amortized cost is determined in accordance with generally accepted pricing models based on discounted cash flow analysis or using prices from observable current market transactions. The fair value of the Group s cash and cash equivalents, accounts payable and accrued liabilities and loans payable approximate their carrying amounts largely due to the short-term maturities of these instruments. The fair value of financial instruments that are measured subsequent to initial recognition at their fair value, is measured within a fair value hierarchy which has the following levels: (i) (ii) (iii) Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities Level 2: valuation techniques using inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3: valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs). The following tables shows the Levels within the hierarchy of financial assets measured at fair value on a recurring basis at September 30, 2015 and December 31, 2014: September 30, 2015 Level 1 Level 2 Level 3 Total Financial assets Other receivable sale of subsidiary (current) $ - $ - $ 3,772,971 $ 3,772,971 Other receivable sale of subsidiary (non-current) $ - $ - $ 51,067,798 $ 51,067,

16 12. FINANCIAL INSTRUMENTS (continued) (b) Fair Value Measurements (continued) December 31, 2014 Level 1 Level 2 Level 3 Total Financial assets Other receivable sale of subsidiary (current) $ - $ - $ 3,366,538 $ 3,366,538 Other receivable sale of subsidiary (non-current) $ - $ - $ 45,479,688 $ 45,479,688 There were no transfers between Level 1 and 2 in 2014 or The fair value of other receivables from the sale of MNSA, are estimated using a present value method. The Company estimates cash flows to be received using observable forecast nickel prices and forward foreign currency rates. A discount rate of 8% has been applied based upon estimated counterparty risk. A continuity schedule showing the impact of changes in fair value is provided in Note 4. Based on the total other receivables balances at September 30, 2015, a 1% change to the discount rate applied (an unobservable input) would have the following impact to the recorded balances receivable: Effect of 7% discount rate: 8% rate present value Increase in fair value 7% rate present value Other receivable sale of subsidiary (current) $ 3,772,971 $ 26,416 $ 3,799,387 Other receivable sale of subsidiary (non-current) $ 51,067,798 $ 1,715,409 $ 52,783,207 Effect of 9% discount rate: 8% rate present value (Decrease) in fair value 9% rate present value Other receivable sale of subsidiary (current) $ 3,772,971 $ (25,990) $ 3,746,981 Other receivable sale of subsidiary (non-current) $ 51,067,798 $ (1,643,363) $ 49,424,435 Based on the total other receivables balances at December 31, 2014, a 1% change to the discount rate applied (an unobservable input) would have the following impact to the recorded balances receivable: Effect of 7% discount rate: 8% rate present value Increase in fair value 7% rate present value Other receivable sale of subsidiary (current) $ 3,366,538 $ 15,695 $ 3,382,233 Other receivable sale of subsidiary (non-current) $ 45,479,688 $ 1,772,911 $ 47,252,599 Effect of 9% discount rate: 8% rate present value (Decrease) in fair value 9% rate present value Other receivable sale of subsidiary (current) $ 3,366,538 $ (15,478) $ 3,351,060 Other receivable sale of subsidiary (non-current) $ 45,479,688 $ (1,688,050) $ 43,791, FINANCIAL INSTRUMENT RISKS The Group is exposed to various risks in relation to financial instruments. The main types of risk are credit risk, liquidity risk and market risk. These risks arise from the normal course of the Group s operations and all transactions undertaken are to support the Group s ability to continue as a going concern. The risks associated with these financial instruments and the policies on mitigation of such risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner. (a) Credit Risk The Group considers that its cash and cash equivalents and other receivables are exposed to credit risk, representing maximum exposure of $55,752,231 (December 31, $49,509,202). Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Group s exposure to credit risk on its cash and cash equivalents is minimized by maintaining this asset with high-credit quality financial institutions. At September 30, 2015, the Group s cash was invested in two financial institutions (December 31, 2014 two financial institutions). The Group s exposure to credit risk on its other receivables is directly related to the sale of MNSA as described in Note 4, which also describes the security that the Company has obtained from Cunico to safeguard its interest in the proceeds arising from the sale of MNSA

17 13. FINANCIAL INSTRUMENT RISKS (continued) (b) Liquidity Risk Liquidity risk is the risk that the Group will be unable to meet its financial obligations as they become due. The Group manages liquidity risk by ensuring that it has sufficient cash available to meet its obligations. These requirements are met through a combination of cash on hand, disposition of assets and accessing the capital markets. At September 30, 2015, the Group s current liabilities consisted of accounts payable and accrued liabilities of $47,011 (December 31, $20,751) which are due primarily within three months from the period end and loans payable of $3,469,656 (December 31, $5,417,225) which are due June 30, 2016, in the absence of a financing by way of private placement of shares. The Group s cash and cash equivalents of $911,462 at September 30, 2015 (December 31, $662,976), are sufficient to fund current levels of operation as the Company seeks new projects, but do not cover repayment of the loan balances. The Company is seeking to realize on its remaining assets in Guatemala to improve its working capital position. Additional financing will likely be required to fund completion of any acquisition targets. The Company will be required to seek additional long-term financing and /or extend or increase the loans advanced to it in order to fund future operations. In addition, the Company anticipates receipt of future funds from Cunico to assist with its operations (see Note 4). (c) Market Risks The significant market risk exposures to which the Group is exposed are interest rate risk, currency risk and price risk. Interest Rate Risk Interest rate risk is the risk that the future cash flows and fair values of the Group will fluctuate because of changes in market interest rates. Based on the Group s net exposure as at September 30, 2015 and December 31, 2014, and assuming that all other variables remained constant, a 1% increase or decrease in interest rates would result in an increase or decrease of approximately, $9,100 and $6,600 respectively, in the Group s interest income and equity on an annual basis. Currency Risk The functional currency of the Company and its subsidiaries is the Canadian dollar. The carrying amounts of financial assets and financial liabilities denominated in currencies other than the Canadian dollar are subject to fluctuations in the underlying foreign currency exchange rates. Gains and losses on such items are included as a component of net loss for the period. The Group is primarily exposed to currency risks arising from fluctuations in foreign exchange rates among the Canadian and U.S. dollar and the degree of volatility of these rates. The Group raises funds from equity financings primarily in Canadian dollars and pays for a significant amount of expenditures relating to activities on mineral property interests in U.S. dollars. The Group does not use derivative instruments to reduce its exposure to foreign exchange and currency risks. The Group s exposure to foreign currency risks on cash balances held in foreign currencies is not expected to be significant. Each of the tables below shows the impact that a 1% fluctuation in foreign currency rates compared to the Canadian dollar would have on the Group s consolidated loss, comprehensive loss and equity based upon the assets held at each date disclosed. The foreign exchange risk exposure of the Group s cash and cash equivalents, receivables and accounts payable and accrued liabilities, as at September 30, 2015 is as follows: Financial Instrument Type Canadian Dollar Currency +/- 1% Fluctuation Cash and cash equivalents $ 838,582 U.S. dollar $ 8,386 (8,386) Accounts payable and accrued liabilities (37,328) U.S. dollar (373) 373 Total $ 801,254 $ 8,013 (8,013)

18 13. FINANCIAL INSTRUMENT RISKS (continued) (c) Market Risks (continued) Currency Risk (continued) The foreign exchange risk exposure of the Group s cash, receivables and accounts payable and accrued liabilities, as at December 31, 2014 was as follows: Financial Instrument Type Canadian Dollar Currency +/- 1% Fluctuation Cash $ 145,400 U.S. dollar $ 1,454 (1,454) Accounts payable and accrued liabilities (13,459) U.S. dollar (135) 135 Total $ 131,941 $ 1,319 (1,319) Other Price Risk The final purchase price installment due from Cunico on June 16, 2019 includes an amount that is linked to the average price of nickel during the fifth year. Accordingly, the amount that will be received by the Company will depend upon the nickel market during that period. See Note 4 for a description of the process to calculate the final payment installment. At September 30, 2015, the other receivable from Cunico was recorded at $54,840,769. A 1% change in the underlying market prices for nickel (and/or the related exchange rate) would result in an increase or decrease to net income (loss) of approximately $548, SEGMENTED DISCLOSURE Operating segment The Group has one operating segment, the acquisition, exploration and evaluation of mineral assets. Geographic segments The Group s assets, liabilities, expenses and other income by geographic area as at September 30, 2015 and December 31, 2014 and for the nine month periods ended September 30, 2015 and 2014 are as follows: September 30, 2015 Guatemala Canada Total Current assets $ 4,054,977 $ 4,680,997 $ 8,735,974 Other receivable sale of subsidiary - 51,067,798 51,067,798 TOTAL ASSETS $ 4,054,977 $ 55,748,795 $ 59,803,772 Current liabilities $ - $ 3,516,667 $ 3,516,667 TOTAL LIABILITIES $ - $ 3,516,667 $ 3,516,667 December 31, 2014 Guatemala Canada Total Current assets $ 4,053,275 $ 4,028,061 $ 8,081,336 Other receivable sale of subsidiary - 45,479,688 45,479,688 TOTAL ASSETS $ 4,053,275 $ 49,507,749 $ 53,561,024 Current liabilities $ 13,459 $ 5,424,517 $ 5,437,976 TOTAL LIABILITIES $ 13,459 $ 5,424,517 $ 5,437,

19 14. SEGMENTED DISCLOSURE (continued) Geographic segments (continued) Nine months ended September 30, 2015 Guatemala Canada Total Continuing operations Expenses $ - $ 725,129 $ 725,129 Other income (expenses) - (321,917) (321,917) Net (loss) from continuing operations - $ (1,047,046) $ (1,047,046) Discontinued operations (Loss) income from discontinued operations (78,880) 9,262,562 9,183,682 Net (loss) income and comprehensive (loss) income $ (78,880) $ 8,215,516 $ 8,136,636 Nine months ended September 30, 2014 Guatemala Canada Total Continuing operations Expenses $ 9,575 $ 602,756 $ 612,331 Other income (expenses) 700 (157,511) (156,811) Net (loss) from continuing operations (8,875) $ (760,267) $ (769,142) Discontinued operations (Loss) income from discontinued operations (25,635) 3,899,011 3,873,376 Net (loss) income and comprehensive (loss) income $ (34,510) $ 3,138,744 $ 3,104, RELATED PARTY TRANSACTIONS Subsidiaries The consolidated financial statements include the financial statements of Anfield and its subsidiaries. Transactions between Anfield and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Transactions between the Group and other related parties are discussed below. Related party expenses and balances The Company incurred the following expenses with related parties: Three months ended September 30, Company Nature of transactions Miedzi Copper Corp. Office expenses $ 16,895 $ 13,936 Miedzi Copper Corp. Fees (management services) 31,216 28,131 Miedzi Copper Corp. Fees (property investigations) 10,680 - Koval Management LLC Fees (management services) 15,000 20,000 La Mar Consulting Inc. Fees (property investigations) 6,544 - $ 80,335 $ 62,067 Nine months ended September 30, Company Nature of transactions Miedzi Copper Corp. Office expenses $ 48,265 $ 27,680 Miedzi Copper Corp. Investor relations 4, Miedzi Copper Corp. Fees (management services) 87,566 61,297 Miedzi Copper Corp. Fees (property investigations) 15,465 - Koval Management LLC Fees (management services) 45,000 50,000 La Mar Consulting Inc. Fees (property investigations) 6,544 - Tugela Management Inc. Fees (management services) - 15,000 Lumina Asset Management Inc. Office expenses - 13,909 Lumina Asset Management Inc. Investor relations - 4,039 Lumina Asset Management Inc. Fees (management services) - 100,538 $ 207,234 $ 273,

20 15. RELATED PARTY TRANSACTIONS (continued) Related party expenses and balances (continued) Miedzi Copper Corp. and Lumina Asset Management Inc. are considered companies related by way of directors and shareholders in common. Koval Management LLC, La Mar Consulting Inc. and Tugela Management Inc. are related by way of being owned by directors / officers of the Company. Related party transactions are recognized at the amounts agreed between the parties. Outstanding balances are unsecured and settlement occurs in cash. The Group also considers that its loan transactions with the following parties (see Note 6) are related party transactions: (i) LCLP was a 35% shareholder of Anfield at the time loan advances were made; (ii) following the dissolution of LCLP, Kestrel Holdings Ltd. is a 30% shareholder of Anfield; (iii) La Plata Holdings Company is beneficially owned by a director and officer of Anfield; (iv) Tugela Holdings Inc. is beneficially owned by a director of the Company; and (v) Emerson Holdings Inc. is beneficially owned by a director of the Company. Key management personnel compensation: Key management of the Group are the directors and officers of Anfield and their remuneration includes the following: Three months ended September 30, Nine months ended September 30, Short-term benefits (i) $ 52,865 $ 37,367 $ 243,949 $ 442,296 Share-based payments (ii) Total remuneration $ 52,865 $ 37,367 $ 243,949 $ 442,296 (i) Short-term benefits include fees and salaries. (ii) Share-based payments are the fair value of options granted to key management personnel as at the grant date. No stock options were granted during the above-noted periods. (iii) Key management personnel were not paid post-employment benefits, termination benefits, or long-term benefits during the periods ended September 30, 2015 and POST-REPORTING DATE EVENTS No adjusting or significant non-adjusting events have occurred between the reporting date and the date of authorization of the condensed consolidated interim financial statements except that 20,000 stock options with an exercise price of $4.40 per common share expired on November 19,