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ALPHAMIN RESOURCES CORPORATION - Consolidated financial statements for the years ended December 31, 2017 and 2016

Release Date: 30/04/2018 15:30
Code(s): APH     PDF:  
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Consolidated financial statements for the years ended December 31, 2017 and 2016

Alphamin Resources Corp.
Continued in the Republic of Mauritius
Date of incorporation: 12 August 1981
Corporation number: C125884 C1/GBL
TSX-V share code: AFM
JSE share code: APH
ISIN: MU0456S00006
(“Alphamin” or the “Company”)

CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN US DOLLARS)
FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

C/o ADANSONIA MANAGEMENT SERVICES LIMITED, Suite 1, PERRIERI
OFFICE SUITES, C2-302, Level 3, Office Block C, La Croisette, Grand Baie 30517,
Mauritius
Phone: +230 269 4166
www.alphaminresources.com

TABLE OF CONTENTS
Management’s responsibility for financial reporting         3
Independent Auditors’ report                                4
Consolidated statement of financial position                10
Consolidated statement of loss and comprehensive loss       11
Consolidated statement of cash flows                        12
Consolidated statement of changes in stockholders’ equity   13
Notes to the financial statements                           14
               
MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

The accompanying annual consolidated financial statements of the “Company” were prepared by
management in accordance with International Financial Reporting Standards. Management
acknowledges responsibility for the preparation and presentation of the audited annual consolidated
financial statements, including responsibility for significant accounting judgments and estimates and
the choice of accounting principles and methods that are appropriate to the Company’s circumstances.

Management has established systems of internal control over the financial reporting process, which are
designed to provide reasonable assurance that relevant and reliable financial information is produced.

The Board of Directors of the Company is responsible for ensuring that management fulfills its financial
reporting responsibilities and for reviewing and approving the annual audited consolidated financial
statements together with other financial information. An Audit Committee, whose members are not
officers of the Company, assists the Board of Directors in fulfilling this responsibility. The Audit
Committee, on behalf of the Board of Directors, meets with management to review the internal controls
over the financial reporting process, the annual audited consolidated financial statements together with
other financial information of the Company, and the auditor’s report. The Audit Committee reports its
findings to the Board of Directors for its consideration in approving the annual consolidated financial
statements for issuance to the shareholders. Management recognizes its responsibility for conducting
the Company’s affairs in compliance with established financial standards and applicable laws and
regulations, and for maintaining proper standards of conduct for its activities.

(signed)                                         (signed)
Boris Kamstra                                    Eoin O’Driscoll
Chief Executive Officer                          Chief Financial Officer

April 30, 2018

Independent auditor’s report
To the Shareholders of Alphamin Resources Corp.

Our opinion
In our opinion, the consolidated financial statements present fairly, in all material respects, the
consolidated position of Alphamin Resources Corp. (the Company) and its subsidiaries (together the
Group) as at December 31, 2017 and December 31, 2016, and its consolidated performance and its
consolidated cash flows for the year then ended in accordance with International Financial Reporting
Standards.

What we have audited
Alphamin Resources Corp.’s consolidated financial statements set out on pages 10 to 35 comprise:
-   the consolidated statements of financial position as at December 31, 2017 and December 31, 2016;
-   the consolidated statements of loss and comprehensive loss for the years then ended;
-   the consolidated statements of changes in stockholders’ equity for the years then ended;
-   the consolidated statements of cash flows for the years then ended; and
-   the notes to the consolidated financial statements, which include a summary of significant
    accounting policies.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.

Independence
We are independent of the Group in accordance with the Code of Ethics for Professional Accountants
issued by the International Ethics Standards Board (IESBA Code). We have fulfilled our other ethical
responsibilities in accordance with the IESBA Code.

Material uncertainty related to going concern
We draw attention to Note 1 to the consolidated financial statements which describes events and
conditions that indicate a material uncertainty exists that may cast significant doubt about Group’s
ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Our audit approach
Overview
 Overall group materiality
 -    Overall group materiality in respect of our audit of the consolidated
      financial statements for the year ended December 31, 2017: USD 1 235
      800, which represents 1% of the Group’s total consolidated assets as at
      December 31, 2017.

 Group audit scope
 -    The Group comprises of 2 operating components both of which are
      required to report on full scope audit procedures.
 Key audit matters
 The following key audit matters have been determined in respect of our audit
 of the consolidated financial statements for the year ended December 31,
 2017:
                                           
 -    Material uncertainty related to going concern; and
 -    Assessment of impairment of Exploration and Evaluation Asset
      reclassified to Mine under construction (Alphamin Bisie Mining Tin
      Project).

As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the consolidated financial statements. In particular, we considered where
management made subjective judgements; for example, in respect of significant accounting estimates
that involved making assumptions and considering future events that are inherently uncertain. As in
all of our audits, we also addressed the risk of management override of internal controls, including
among other matters consideration of whether there was evidence of bias that represented a risk of
material misstatement due to fraud.

Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance whether the consolidated financial statements are free from material
misstatement. Misstatements may arise due to fraud or error. They are considered material if
individually or in aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of the consolidated financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall group materiality for the consolidated financial statements as a whole as set out
in the table below. These, together with qualitative considerations, helped us to determine the scope of
our group audit and the nature, timing and extent of our audit procedures and to evaluate the effect of
misstatements, both individually and in aggregate on the consolidated financial statements as a
whole.

Overall group materiality          In respect of our audit of the consolidated financial statements
                                   for the year ended December 31, 2017: USD 1 235 800
How we determined it               1% of the Group’s total consolidated assets as at December 31,
                                   2017
Rationale for the                  We chose total consolidated assets as the benchmark because, in
materiality benchmark              our view, it is the benchmark against which the performance of
applied                            the Group is most commonly measured by users whilst the
                                   Group is in its Development phase, and is a generally accepted
                                   benchmark. We chose 1% which is consistent with quantitative
                                   materiality thresholds used for similar companies in this sector.

How we tailored our group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an
opinion on the consolidated financial statements as a whole, taking into account the structure of the
Group, the accounting processes and controls, and the industry in which the Group operates.

The Group consists of 2 operating components (consisting of the corporate head office in Mauritius
and the mine development project in the Democratic Republic of Congo (“DRC”)), both of which were
included for full scope audit requirements.

Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the consolidated financial statements for the year ended December 31, 2017. These
matters were addressed in the context of our audit of the consolidated financial statements for the
year ended December 31, 2017 as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters. In addition to the matter described in the Material uncertainty
related to going concern section above, we have determined the matter described below to be the key
audit matter to be communicated in our report.

Key audit matter for the year ended December       How our audit addressed the key audit matter
31, 2017

Assessment of impairment of Exploration and
Evaluation Asset reclassified to Mine under
construction (Alphamin Bisie Mining Tin
Project).
At December 31, 2017 the Group was in the          Through our discussions with management and
process of developing its Tin Project in the DRC   inspection of underlying calculations, we gained
(referred to as the Alphamin Bisie Mining Tin      an understanding of the methodology and models
Project).                                          used by management for impairment assessment
                                                   purposes, which consisted of a discounted cash
Costs related to acquisition, exploration,
                                                   flow model.
evaluation and development of this project
have been capitalised and, to date, amount to      We evaluated management’s impairment
USD 99.5 million.                                  assessment, considering the factors per Note 7 to
                                                   the consolidated financial statements, by
In performing their impairment assessment of
                                                   performing the following procedures:
the carrying value of the Alphamin Bisie
Mining Tin Project at the time of                  (a) We obtained the discounted cash flow model
reclassification from Exploration and                  prepared by management which underlies
Evaluation Assets to Mine under construction,          the impairment assessment;
management considered a number of factors as       (b) We made use of our internal valuation
set out in Note 7 to the consolidated financial        expertise to assess the integrity of the
statements.
                                                       discounted cash flow model by performing an
By its nature, there are numerous uncertainties        independent recalculation and comparing the
inherent in estimating qualities and quantities        results of our calculation with management’s
of mineral reserves and estimated costs to             calculations. We noted no significant areas of
develop and mine it. Due to the high level of          concern;
judgement and estimation involved in               (c) We also made use of our internal valuation
determining the recoverable value and the              expertise to evaluate the appropriateness of
material impact that an impairment could have
                                                       the forecasted average long term real tin
on the Mine under construction asset, we
considered this a matter of most significance to       price used by management in the discounted
our audit of the consolidated financial                cash flow model, which we compared to a
statements for the year ended December 31,             range of independent analysts.
2017.                                                  Management’s forecast average long term
                                                       real tin price as used in their base case
                                                       discounted cash flow model was above our
                                                       internal consensus range. Refer (e) below;
                                                   (d) Applying our internal valuation expertise, we
                                                       re-performed the calculation of the real
                                                       discount rate used by management in the
                                                       discounted cash flow model, using standard
                                                       market related calculation methodologies
                                                       and applying additional sensitivity analyses
                                                       within our acceptable ranges. Management’s
                                                       real discount rate used in their base case
                                                       discounted cash flow model fell below our
                                                       internal consensus range. Refer (e) below;
                                                   (e)   We obtained the sensitivity analysis prepared
                                                         by management as part of their impairment
                                                         assessment, where the average long term real
                                                         tin price and the real discount rates used in
                                                         management’s base case discounted cash
                                                         flow model were adjusted, individually and in
                                                         aggregate, to determine whether this would
                                                         result in the need for an impairment
                                                         provision. The average long term real tin
                                                         price and range of real discount rates used by
                                                         management in performing their sensitivity
                                                         analysis fell within our internal consensus
                                                         ranges.
                                                   (f)   Forecast development capital expenditure
                                                         and operational cash flow projections used by
                                                         management in the discounted cash flow
                                                         model were compared to the latest feasibility
                                                         studies and underlying analyses prepared by
                                                         external experts utilized by management;
                                                   (g)   The life of mine projection was assessed
                                                         against the latest feasibility studies and
                                                         reserve and resource statements as signed off
                                                         by competent persons; and
                                                   (h)   We assessed the independence and
                                                         competency of the external experts utilized
                                                         by management by obtaining independence
                                                         confirmations from the experts, as well as
                                                         evidence relating to their qualifications and
                                                         professional memberships. We discussed
                                                         and corroborated certain of the key
                                                         assumptions used by the external experts to
                                                         relevant documentation.

Other information
Management is responsible for the other information. The other information comprises information
included in the Alphamin Resources Corp. Consolidated Financial Statements (Expressed in US
Dollars) for the years ended December 31, 2017 and 2016, and the Management Discussion and
Analysis Report. Other information does not include the consolidated financial statements and our
auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do
not express an audit opinion or 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 materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. 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 the 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, the 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 the management either intend 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 ISAs 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 ISAs, we exercise professional judgment and maintain
professional scepticism 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.
-   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.

From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the consolidated financial statements for the year ended
December 31, 2017 and are therefore the key audit matters. We describe these matters in our auditor’s
report unless law or regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.

The engagement partner on the audit resulting in this independent auditor’s report is Jean-Pierre van
Staden.

(signed) PricewaterhouseCoopers Inc.

PricewaterhouseCoopers Inc.
Chartered Accountants (South Africa)
Johannesburg - South Africa
April 30, 2018

 CONSOLIDATED STATEMENT OF FINANCIAL POSITION
 CONSOLIDATED STATEMENTS OF                                         DECEMBER 31           DECEMBER 31
 FINANCIAL POSITION AS AT                                                  2017                  2016

                                                                            USD                   USD
 Assets
 Current assets
 Consumable stores (Note 4)                                           1 155 564               393 685
 Prepaids and other receivables (Note 3)                              8 952 444               602 858
 Cash and cash equivalents                                            7 236 425             8 648 895
 Total current assets                                                17 344 433             9 645 438

 Non-current assets
 Plant and equipment (Note 5)                                         4 067 827             1 046 044
 Prepaids and other receivables (Note 3)                                463 739               444 868
 Mine under construction (Note 6)                                    99 504 474                     -
 Exploration and evaluation assets (Note 7)                           2 201 450            70 968 191
 Total non-current assets                                           106 237 490            72 459 103
 Total assets                                                       123 581 923            82 104 541

 Liabilities and stockholders’ equity
 Current liabilities
 Accounts payable and accrued liabilities (Note 8)                    5 965 815               996 315
 Accounts payable and accrued liabilities - related
 parties (Note 10)                                                      304 468               190 833
 Warrants (Note 11)                                                   3 476 167                     -
 Total current liabilities                                            9 746 450             1 187 148

 Non-current liabilities
 Provision for closure and reclamation (Note 12)                      1 974 894                     -
 Long term debt (Note 13)                                             6 920 731                     -
 Long term debt – related parties (Note 13)                           3 150 071                     -
 Total non-current liabilities                                       12 045 696                     -

 Stockholders’ equity
 Capital stock (Note 9)                                             122 298 092           104 277 696
 Reserves (Note 9)                                                    9 200 050             8 956 258
 Foreign currency translation reserve                                (1 511 737)           (1 511 737)
 Accumulated deficit                                                (46 166 910)          (41 808 168)
 Stockholders’ equity                                                83 819 495            69 914 049
 Non-controlling interest                                            17 970 282            11 003 344
 Total equity                                                       101 789 777            80 917 393
 Total liabilities and equity                                       123 581 923            82 104 541

Approved and authorised by the Board of Directors on April 30, 2018.

(Signed)                                              (Signed)

__________________________
BORIS KAMSTRA, DIRECTOR                               EOIN O’DRISCOLL, DIRECTOR

The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENT OF LOSS AND COMPREHENSIVE
LOSS

 CONSOLIDATED STATEMENTS OF LOSS
 AND COMPREHENSIVE LOSS FOR THE                            DECEMBER 31       DECEMBER 31
 YEARS ENDED:                                                     2017              2016

                                                                   USD               USD

 Operating expenses (income):
 Accounting, audit and legal                                   579 104           541 237
 Administrative                                                313 706           271 495
 Bank charges and interest                                     300 195           158 611
 Consulting fees                                               151 562           115 260
 Directors’ fees                                               197 426           264 426
 Depreciation (Note 5)                                         287 573           111 769
 Foreign exchange (gain)/loss                                (478 354)             6 504
 Corporate fees and salaries                                 3 424 002         2 957 708
 Property examination and maintenance                                -            14 555
 Investor relations, filing and transfer fees                  144 955           145 187
 Insurance                                                      40 304            34 211
 Share-based payments (Note 9)                                 243 792           153 184
 Warrants (Note 11)                                        (2 288 153)         (319 704)
 Telecommunication costs                                       102 238           154 347
 Travel and accommodation                                      649 127           351 533
 Loss on disposal of assets                                      1 479               482
 Withholding taxes                                             336 000           390 698
 Loss before finance costs/(income)                          4 004 956         5 351 503

 Finance costs                                                       -                 -
 Finance income                                                      -               (23)
 Net loss and total comprehensive loss for the period        4 004 956         5 351 480

 Loss and total comprehensive loss attributed to:
 Equity holders                                              2 742 787         4 327 531
 Non-controlling interests                                   1 262 169         1 023 949
                                                             4 004 956         5 351 480

 Net loss per share – basic and diluted**                        (0.01)            (0.01)

 **Weighted average number of shares used in the
 calculation of net loss per share                          467 411 388       391 064 245


The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENT OF CASH FLOWS

 CONSOLIDATED STATEMENTS CASH                          DECEMBER 31       DECEMBER 31
 FLOWS FOR THE YEARS ENDED                                    2017              2016

 Expressed in US dollars                                       USD              USD

 Cash flows from operating activities
 Net loss before finance income for the period          (4 004 956)      (5 351 503)
 Adjustment for items not involving cash
 Share-based payments                                       243 792          153 184
 Warrants                                               (2 288 153)        (319 704)
 Loss on disposal of assets                                   1 479              482
 Depreciation                                               287 573          111 769
 Change in working capital items:
 Prepaids and other receivables – current               (8 302 136)        (620 799)
 Consumable stores                                        (761 879)        (393 685)
 Accounts payable and accrued liabilities                 4 969 500          196 302
 Due to related parties                                     113 635          153 333
 Cash used in operations                                (9 741 145)      (6 070 621)
 Interest income                                                  -               23
 Net cash used in operating activities                  (9 741 145)      (6 070 598)

 Cash flow from investing activities
 Purchase of plant and equipment                        (3 312 335)        (760 535)
 Disposal of plant and equipment                              1 500           12 500
 Investing in exploration and evaluation assets        (28 692 037)      (7 462 449)
 Prepaids and other receivables – non-current              (66 321)        (195 072)
 Net cash used in investing activities                 (32 069 193)      (8 405 556)

 Cash flows from financing activities
 Issue of shares by subsidiary company (Note 9)          6 613 152         3 000 000
 Increase in long term debt                             10 000 000
 Proceeds from issue of common stock and
 warrants                                               23 784 716        11 057 342
 Net cash provided by financing activities              40 397 868        14 057 342

 Increase/(Decrease) in cash and cash equivalents       (1 412 470)        (418 812)
 Cash and cash equivalents at the beginning of
 period                                                  8 648 895         9 067 707
 Cash and cash equivalents at the end of period          7 236 425         8 648 895

The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
                                                       Capital stock          Reserves
 CONSOLIDATED STATEMENT OF                                                      Share-        Foreign
 CHANGES IN STOCKHOLDERS’                                                        based       currency                         Total           Non-
 EQUITY                                                                        payment    translation                  stockholders’   controlling
                                                    Shares        Amount       reserve        reserve        Deficit         equity      interests   Total equity
                                                         #          USD            USD            USD            USD            USD            USD            USD

 Balance, January 1, 2016                       379 519 237    92 885 725    8 803 074    (1 511 737)   (37 681 668)      62 495 394     9 228 324     71 723 718
 Loss for the year                                        -             -            -              -    (4 327 531)     (4 327 531)   (1 023 949)    (5 351 480)
 Issue of shares by subsidiary company                    -             -            -              -        201 031         201 031     2 798 969      3 000 000
 Issue of shares in private placement            36 683 329     8 498 040            -              -              -       8 498 040             -      8 498 040
 Exercise of stock options                        2 749 999       467 939            -              -              -         467 939             -        467 939
 Exercise of warrants                            10 833 332     2 425 992            -              -              -       2 425 992             -      2 425 992
 Share based payments                                     -             -      153 184              -              -         153 184             -        153 184
 Balance, December 31, 2016                     429 785 897   104 277 696    8 956 258    (1 511 737)   (41 808 168)      69 914 049    11 003 344     80 917 393
 Loss for the year                                        -             -            -              -    (2 742 787)     (2 742 787)   (1 262 169)    (4 004 956)
 Issue of shares by subsidiary company                    -             -            -              -    (1 615 955)     (1 615 955)     8 229 107      6 613 152
 Issue of shares in private placement on July
 19, 2017                                        82 514 134    16 294 644            -              -              -      16 294 644             -     16 294 644
 Issue of shares in private placement on 
 December 15, 2017                                9 951 178     1 725 752            -              -              -       1 725 752             -      1 725 752
 Share based payments                                     -             -      243 792              -              -         243 792             -        243 792
 Balance, December 31, 2017                     522 251 209   122 298 092    9 200 050    (1 511 737)   (46 166 910)      83 819 495    17 970 282    101 789 777

The accompanying notes are an integral part of these consolidated financial statements.
                                                                             
NOTES TO THE FINANCIAL STATEMENTS
 
1.      NATURE AND CONTINUANCE OF OPERATIONS

 Alphamin Resources Corp. (the “Company”) is governed by the laws of Mauritius. The Company is
 in the business of locating, acquiring, exploring, evaluating and, if warranted, developing mineral
 properties. The registered office is located at C/o ADANSONIA MANAGEMENT SERVICES
 LIMITED, Suite 1, PERRIERI OFFICE SUITES, C2-302, Level 3, Office Block C, La Croisette, Grand
 Baie 30517, Mauritius. The Company was previously incorporated under the laws of British
 Colombia, Canada, however it was continued in Mauritius effective on September 30, 2014. The
 Company’s shares are listed on the Toronto Stock Exchange’s TSX Venture Exchange (primary
 listing) and the Johannesburg Stock Exchange’s Alternative Exchange (Alt.X) (secondary listing).
 These audited consolidated financial statements have been prepared on the basis of accounting
 principles applicable to a going concern, which assumes the realisation of assets and satisfaction of
 liabilities in the normal course of business. From 2015, the Company has focussed exclusively on its
 principal project in the Democratic Republic of Congo (DRC). During 2017 the Company concluded
 an updated feasibility study on its principal exploration and evaluation asset. Although positive, the
 success of the Company’s future activities is influenced by significant financial risks, legal and
 political risks and commodity prices.

 As at December 31, 2017, the Company has no source of operating cash flows, has not yet achieved
 profitable operations, has accumulated losses of USD46 166 910, stockholders’ equity of USD83
 819 495 and working capital of USD7 597 983 and expects to incur further losses and cash outflows
 in the development of its business.

 The Company’s going concern risk profile has improved during the year ended December 31, 2017,
 as well as post year end through the successful raising of over USD73 million in equity and securing
 a debt facility in the amount of USD80 million. The Company’s ability to continue as a going concern
 is dependent upon the Company obtaining additional equity and completion of certain conditions
 precedent in the loan facility agreements in order to allow access to draw on the balance of the long-
 term debt facility. Failure to obtain future financing could result in the delay or postponement of further
 development of the Company’s properties and may result in the Company not meeting any of its
 operational and capital requirements. In addition to the aforementioned funding requirements,
 additional risks to completing the mine construction project on budget, on time and subsequently
 ramping up to commercial levels of production relate mainly to project logistics and contractor
 management in a challenging environment (including difficult road conditions). In combination, these
 events and conditions give rise to a material uncertainty that may cast significant doubt on the
 Group’s ability to continue as a going concern, and therefore, that it may be unable to realize its
 assets and discharge it liabilities in the normal course of business.

 These consolidated financial statements do not give effect to adjustments that would be necessary
 to the carrying value and classification of assets and liabilities, should the Company be unable to
 continue as a going concern. Such adjustments could be material.

 2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 A.      BASIS OF PREPARATION
 These audited consolidated financial statements, including comparatives, have been prepared using
 accounting policies consistent with International Financial Reporting Standards (IFRS) as issued by
 the International Accounting Standards Board (IASB) and Interpretations issued by the International
 Financial Reporting Interpretations Committee (IFRIC).These consolidated financial statements have
 been prepared on a historical cost basis except for share-based payments and financial instruments
 classified at fair value through profit or loss, which have been measured at fair value. In addition, the
 financial statements have been prepared using the accrual basis of accounting, except for cash flow
 information.

 2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 B.       BASIS OF CONSOLIDATION
 These consolidated financial statements incorporate the financial statements of the Company and its
 controlled subsidiaries. Control exists when an investor (the Company) has power over an investee
 (the Subsidiaries) that give it the current ability to direct the relevant activities, i.e. the activities that
 significantly affect the investee’s returns. The consolidated financial statements include the accounts
 of the Company and its controlled subsidiaries, as follows:

  NAME OF SUBSIDIARY                   COUNTRY OF INCORPORATION                       PRINCIPAL ACTIVITY

  Alphamin Bisie Mining SA             Democratic Republic of the Congo               Mineral exploration (80.75%
  (formerly called Mining and                                                         owned by Alphamin
  Processing, Congo, SARL)                                                            Resources (BVI) Ltd)

  Alphamin South Africa (Pty)          South Africa                                   Holding Company (100%
  Limited                                                                             wholly owned by Parent)

  Alphamin Holdings (BVI) Ltd*         British Virgin Islands                         Holding Company (100%
                                                                                      wholly owned by Parent)

  Alphamin Resources (BVI)             British Virgin Islands                         Holding Company (100%
  Ltd*                                                                                wholly owned by Alphamin
                                                                                      Holdings (BVI) Ltd)

 *These subsidiaries were incorporated as part of the acquisition of Alphamin Bisie Mining SA (formerly called Mining and
 Processing Congo, SARL).

 All intercompany transactions and balances have been eliminated.

 Following the receipt of mining license number PE13155 and in line with Article 71 of the Mining
 Code 2002, 5% of the Class B shares of Alphamin Bisie Mining SA, were issued to the Government
 of the Democratic Republic of the Congo.

 On December 31, 2015 Alphamin Bisie Mining SA received the first two tranches of the proposed
 USD10 million investment by the Industrial Development Corporation of South Africa Limited (IDC)
 in the amount of USD7 million, resulting in 10.45% ownership in ABM. The final tranche of USD3
 million was received in the quarter ended June 30, 2016, which brought the IDC’s ownership of ABM
 to 14.25%. The Government of the Democratic Republic of the Congo owns a non-diluting 5%
 resulting in a Group ownership of 80.75%.

 C.      MEASUREMENT UNCERTAINTY AND CRITICAL JUDGEMENTS
 The preparation of financial statements in accordance with IFRS as issued by the International
 Accounting Standards Board (IASB) and interpretations of the International Financial Reporting
 Interpretations Committee (IFRIC) requires management to make estimates and assumptions that
 affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities
 at the date of the financial statements and the reported amounts of revenues and expenses during
 the reporting period. Such estimates and assumptions, which by their nature are uncertain, affect the
 carrying value of assets, impact decisions as to when exploration and evaluation costs should be
 capitalised or expensed and affects estimates for rehabilitation provisions. Other significant
 estimates made by the Company, include factors affecting valuations of share-based compensation
 and income tax accounts. The Company regularly reviews its estimates and assumptions, however
 actual results could differ from these estimates and these differences could be material. Significant
 assumptions about the future and other sources of estimation uncertainty that management has
 made at the end of the reporting period, that could result in a material adjustment to the carrying
 amounts of assets and liabilities in the event that actual results differ from assumptions made, relate
 to, but are not limited to, the following:

 2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 PROVISION FOR CLOSURE AND RECLAMATION
 The Company’s operations are subject to environmental regulations in the Congo. Upon
 establishment of commercial viability of a site and subsequent commencement of production, the
 Company estimates the cost to restore the site following the completion of commercial activities and
 depletion of reserves. These future obligations are estimated by taking into consideration closure
 plans, known environmental impacts, and internal and external studies, which estimate the activities
 and costs that will be carried out to meet the decommissioning and environmental rehabilitation
 obligations. The Company records a liability and a corresponding asset for the present value of the
 estimated costs of legal and constructive obligations for future mine rehabilitation. During the mine
 rehabilitation process, there will be a probable outflow of resources required to settle the obligation
 and a reliable estimate can be made of those obligations. The present value is determined based on
 current market assessments using the risk-free rate of borrowing which is approximated by the yield
 of government bonds with a maturity similar to that of the mine life. The discounted liability is adjusted
 at the end of each period with the passage of time. The provision represents management’s best
 estimate of the present value of the future mine rehabilitation costs, which may not be incurred for
 several years or decades, and, as such, actual expenditures may vary from the amount currently
 estimated. The decommissioning and environmental rehabilitation cost estimates could change due
 to amendments in laws and regulations in the Congo. Additionally, actual estimated costs may differ
 from those projected as a result of a change over time of actual remediation costs, a change in the
 timing for utilization of reserves and the potential for increasingly stringent environmental regulatory
 requirements.

 Exploration and Evaluation Assets and Mine under construction
 During the year the Company continued with its process of exploring and evaluating its Exploration
 and Evaluation Assets. During December 2017, the Company assessed the technical feasibility and
 commercial viability of its Bisie Project, together with the availability of project funding and formally
 approved the commencement of full scale development activities, resulting in the reclassification of
 the Exploration and Evaluation Asset to Mine under construction. The recoverability of the amounts
 shown for Exploration and Evaluation Assets and/or Mine under construction are dependent upon
 the successful future development of the project, the ability of the Company to obtain necessary
 financing to complete the development of the project and upon future production or proceeds from
 the disposition thereof.

 Assumptions are used in estimating the Group’s reserves and resources that might be extracted from
 the Group’s properties. Judgement is applied in determining when an Exploration and Evaluation
 Asset demonstrates technical feasibility and commercial viability and transitions to the development
 stage, requiring reclassification to mine under construction within non-current assets.

 Share-based payments
 The share-based payments expense is estimated using the Black-Scholes options-pricing model as
 measured on the grant date to estimate the fair value of stock options, which requires inputs in
 calculating the fair value for share-based payments expense, included in profit or loss and share-
 based issuance costs, included in shareholders’ equity. This model involves the input of highly
 subjective assumptions, including the expected price volatility of the Company’s common shares and
 the expected life of the options. The value of the share-based payment expense for the year along
 with the assumptions and model used for estimating fair value for share-based compensation are
 disclosed in Note 9.

 Income taxes
 The estimation of income taxes, includes evaluating the recognition of deferred tax assets based on
 an assessment of the Company’s ability to utilise the underlying future tax deductions against future
 taxable income, prior to expiry of those deductions. Management assesses whether it is probable
 that some, or all of the recognised or unrecognised deferred income tax assets will not be realised.
 The ultimate realisation of deferred tax assets is dependent upon the generation of future taxable
 income, which in turn is dependent upon the successful discovery, extraction, development and
 commercialisation of mineral reserves. To the extent that management’s assessment of the
 Company’s ability to utilise future tax deductions changes, the Company would be required to

 2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 recognise more or fewer deferred tax assets, and deferred income tax provisions or recoveries could
 be affected. No deferred tax assets have been recognised by the Group at this stage.

 Impairment
 Assets, including property, plant and equipment, exploration and evaluation and mine under
 construction, are reviewed for impairment whenever events or changes in circumstances indicate
 that their carrying amounts exceed their recoverable amounts, which is the higher of fair value less
 cost of disposal (“FVLCD”) and value in use. The assessment of the recoverable amounts often
 requires estimates and assumptions such as discount rates, exchange rates, commodity prices,
 rehabilitation and restoration costs, future capital requirements and future operating performance.
 Changes in such estimates could impact recoverable values of these assets. Estimates are reviewed
 regularly by management.

 Going concern
 The preparation of these financial statements requires management to make judgments regarding
 the going concern of the Company as disclosed in Note 1. As at December 31, 2017 the Company
 had working capital of USD7 597 983. Additional financing will be required for the Company to
 continue as a going concern.

 D.     CASH AND CASH EQUIVALENTS
 Cash consists of cash on hand and of deposits in banks.

 E.      FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS
 The functional currency of an entity is the currency of the primary economic environment in which
 the entity operates. Following the change in functional currency outlined above, the functional
 currency of all group entities is the United States dollar.

 Transactions and balances in currencies other than the United States dollar are recorded at
 exchange rates prevailing on the dates of the transactions. At the end of each reporting period,
 monetary assets and liabilities denominated in foreign currencies are translated at the period-end
 exchange rate, while non-monetary assets and liabilities are translated at historical rates. Revenues
 and expenses are translated at the exchange rates approximating those in effect on the date of the
 transactions. Exchange gains and losses arising on translation are included in the statement of loss
 and comprehensive loss.

 Prior to the change in functional currency of the parent entity, the financial results and position of
 foreign operations, whose functional currency was different from the reporting currency were
 translated as follows:
     I.   assets and liabilities were translated at period-end exchange rates prevailing at that reporting
          date;
    II.   income and expenses were translated at average exchange rates for the period; and
   III.   equity items were translated at historical rates.

 Exchange gains and losses were included as part of the foreign currency translation reserve on the
 statement of financial position.

 F.      EXPLORATION AND EVALUATION ASSETS

 Recognition and measurement
 Exploration and Evaluation Costs are those costs required to find a mineral property and determine
 technical feasibility and commercial viability. Exploration and Evaluation Costs include costs to
 establish an initial mineral resource and determine whether inferred mineral resources can be
 upgraded to measured and indicated mineral resources and whether measured and indicated
 mineral resources are commercially viable. Costs incurred before the Company has obtained the
 legal right to explore an area are recognised in the consolidated statement of loss and
 comprehensive loss.

 2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 Exploration and Evaluation Costs relating to the acquisition of, exploration for and development of
 mineral properties are capitalised and include, but are not restricted to: drilling, trenching, sampling,
 surveying and gathering exploration data; tunnelling and development, calculation and definition of
 mineral resource; test work on geology, metallurgy, mining, geotechnical and geophysical; and
 conducting geological, geophysical, engineering, environmental, marketing and financial studies.

 Administration costs that do not relate directly to specific exploration and evaluation activity for
 capitalised projects are expensed as incurred.

 Impairment
 All capitalised Exploration and Evaluation Expenditures are monitored for indications of impairment.
 Indicators of impairment include, but are not limited to:
     I.   the period for which the right to explore is less than one year;
    II.   further exploration expenditures are not anticipated;
   III.   a decision to discontinue activities in a specific area; and
   IV.    the existence of sufficient data indicating that the carrying amount of an Exploration and
          Evaluation Asset is unlikely to be recovered from the development or sale of the asset.

 Where a potential impairment is indicated, assessments are performed for each area of interest. To
 the extent that Exploration and Evaluation Assets are not expected to be recovered, they are charged
 to the consolidated statement of loss and comprehensive loss.

 Reclassification to Mine under construction
 Capitalised Exploration and Evaluation Costs for a project are classified as such until the project
 demonstrates technical feasibility and commercial viability. Upon demonstrating technical feasibility
 and commercial viability, and subject to an impairment analysis, capitalised exploration costs are
 transferred/reclassified to Mine under construction within non-current assets. Demonstration of
 technical feasibility and commercial viability generally coincide with a board decision and approval to
 commence development and construction of a mine. This assessment also includes an assessment
 of initial development funding required, as well as the availability of such funds. In addition, the
 assessment includes the estimation of projected future operating cash flows based on a detailed
 mine design plan supporting the extraction and production of established proven and probable
 reserves and an estimate of mineral resources expected to be converted into reserves in the future
 and includes initial construction and sustaining capital expenditures. However, this determination
 may also be impacted by management’s assessment of certain modifying factors including legal,
 environmental, social and governmental factors. All subsequent expenditures on the development,
 construction, installation or completion of infrastructure facilities are capitalised as part of Mine under
 construction within non-current assets.

 G.      PLANT AND EQUIPMENT
 Plant and equipment is carried at cost, less accumulated depreciation and accumulated impairment
 losses. Depreciation is recognised using the straight-line method at the following annual rates:

 Motor vehicle                              3-5 years
 Computer equipment                         2 years
 Plant and machinery                        5-10 years
 Land                                       not depreciated

 H.       SHARE-BASED PAYMENTS
 The stock option plan allows Company employees and consultants to acquire shares of the
 Company. The fair value of options granted is recognised as a share-based payment expense with
 a corresponding increase in equity. An individual is classified as an employee when the individual is
 an employee for legal or tax purposes (direct employee) or provides services similar to those
 performed by a direct employee. Consideration paid on the exercise of stock options is credited to
 capital stock.

 2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 The fair value is measured at grant date and each tranche is recognised over the period during which
 the options vest. The fair value of the options granted is measured using the Black-Scholes option
 pricing model, taking into account the terms and conditions upon which the options were granted.

 At each financial position reporting date, the amount recognised as an expense is adjusted to reflect
 the number of stock options that are expected to vest. Where equity instruments are granted to
 employees, they are recorded at the fair value of the equity instrument granted at the grant date. The
 grant date fair value is recognised in the statement of loss over the vesting period, described as the
 period during which all the vesting conditions are to be satisfied. Where equity instruments are
 granted to non-employees, they are recorded at the fair value of the goods or services received in
 the statement of loss. Amounts related to the issuance of shares are recorded as a reduction of
 capital stock. When the value of goods or services received in exchange for the share-based
 payment cannot be reliably estimated, the fair value of the shares or equity instruments issued is
 used.

 I.        INCOME TAXES
 Deferred tax is recorded using the liability method, providing for temporary differences, between the
 carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for
 taxation purposes. Temporary differences are not provided for relating to goodwill not deductible for
 tax purposes, the initial recognition of assets or liabilities that affect neither accounting or taxable
 loss, and differences relating to investments in subsidiaries to the extent that they will probably not
 reverse in the foreseeable future. The amount of deferred tax provided is based on the expected
 manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates
 enacted or substantively enacted at the reporting date. A deferred tax asset is recognised only to the
 extent that it is probable that future taxable profits will be available against which the asset can be
 utilised.

 J.      BASIC AND DILUTED EARNINGS (LOSS) PER SHARE
 The basic earnings (loss) per share is computed by dividing the net earnings (loss) attributable to
 ordinary shareholders of the parent company by the weighted average number of common shares
 outstanding during the year. Diluted earnings per share reflects the potential dilution of common
 share equivalents, such as outstanding stock options and share purchase warrants, in the weighted
 average number of common shares outstanding during the period, if dilutive. For this purpose, the
 “treasury stock method” is used for the assumed proceeds upon the exercise of stock options and
 warrants that are used to purchase common shares at the average market price during the period.

  K.      PROVISION FOR ENVIRONMENTAL REHABILITATION
 The Company recognises liabilities for legal or constructive obligations associated with the retirement
 of Exploration and Evaluation Assets and plant and equipment. The net present value of future
 rehabilitation costs is capitalised to the related asset along with a corresponding increase in the
 rehabilitation provision in the period incurred. Discount rates using a pre-tax rate that reflects the
 time value of money, are used to calculate the net present value. The Company’s estimates of
 reclamation costs could change as a result of changes in regulatory requirements, discount rates
 and assumptions regarding the amount and timing of the future expenditures. These changes are
 recorded directly to the related assets with a corresponding entry to the rehabilitation provision.

  L.     CAPITAL STOCK
 Common shares are classified as equity. Incremental costs directly attributable to the issue of
 common shares and stock options are recognised as a deduction from equity. Common shares
 issued for consideration other than cash, are valued based on their market value at the date the
 shares are issued. The Company has adopted a residual value method with respect to the
 measurement of shares and warrants issued as private placement units. The Company first values
 the warrants at their fair value using option pricing methodologies. The balance is allocated to the
 common shares.

 2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 M.     MINE UNDER CONSTRUCTION
 Upon completion of a technical feasibility study determining the commercial viability of extracting a
 mineral resource, as well as a board decision to mine and project finance being substantially in place,
 exploration and development expenditures are transferred to Mine under construction. All
 subsequent expenditures on the construction, installation or completion of infrastructure facilities are
 capitalized to mine under construction until the commencement of commercial production.

 Development expenditures are net of proceeds from sale of ore extracted during the development
 phase. After commercial production starts, all assets included in Mine under construction are
 transferred to Property, Plant and Equipment. Capitalized development expenditures are not
 depreciated until the assets are ready for their intended use. Upon completion of construction, mining
 assets are amortized on a unit of production basis which is measured by the portion of the mine’s
 economically recoverable ore reserves produced during the period.

 The Company assesses the stage of each mine under construction to determine when a mine has
 moved into the commercial production phase. Capitalization of costs, including certain mine
 development and construction costs, ceases when the related mining property has reached a pre-
 determined level of operating capacity intended by management. Costs incurred prior to this point,
 including depreciation of related plant and equipment, are capitalized and proceeds from sales during
 this period are offset against capitalized costs.

 N.      FINANCIAL INSTRUMENTS

 Financial assets
 The Company classifies its financial assets into one of the following categories:

 Loans and receivables – these assets are non-derivative financial assets with fixed or determinable
 payments that are not quoted in an active market. They are carried at amortised cost using the
 effective interest method less any provision for impairment.

 Held-to-maturity investments – these assets are non-derivative financial assets with fixed or
 determinable payments and fixed maturities that the Company's management has the positive
 intention and ability to hold to maturity. These assets are measured at amortised cost using the
 effective interest method less any provision for impairment.

 Financial liabilities
 The Company classifies its financial liabilities into one of the following categories:

 Fair value through profit or loss – this category comprises derivatives and financial liabilities incurred
 principally for the purpose of selling or repurchasing in the near term. They are carried at fair value
 with changes in fair value recognised in profit or loss.

 Other financial liabilities – this category consists of liabilities carried at amortised cost using the
 effective interest method.

 O.      IMPAIRMENT OF ASSETS
 At the end of each reporting period, the Company’s assets are reviewed to determine whether there
 is any indication that those assets may be impaired. If 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 fair value less costs to sell and 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 pre-tax discount rate that reflects current market
 assessments of the time value of money and the risks specific to the 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 recognised in profit or loss for the

 2.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 period. For an asset that does not generate largely independent cash flows, the recoverable amount
 is determined for the cash-generating unit to which the asset belongs.

 Where an impairment loss 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
 recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is
 recognised immediately in profit or loss.

 P.         NEW STANDARDS AND INTERPRETATIONS

 Standards and interpretations effective and adopted in the current year;

     Standard/Interpretation           Effective     date:     Years   Expected impact
                                       beginning on or after
     Amendments to IAS 7:              January 1, 2017                 The impact of this standard is
     Disclosure initiative                                             not material
     Amendments to IAS 12:             January 1, 2017                 The impact of this standard is
     Recognition of Deferred Tax                                       not material
     Assets for Unrealised Losses

 Standards and interpretations not yet effective and not early adopted

     Standard/Interpretation           Effective     date:     Years   Expected impact
                                       beginning on or after
     Amendments to IFRS 10 and         Not Applicable                  Unlikely there will be a material
     IAS 28: Sale or Contribution of                                   impact
     Assets between and Investor
     and its Associate of Joint
     Venture
     IFRS 16 Leases                    January 1, 2019                 Unlikely there will be a material
                                                                       impact
     IFRS 9 Financial Instruments      January 1, 2018                 Unlikely there will be a material
                                                                       impact
     IFRS 15 Revenue from              January 1, 2018                 Unlikely there will be a material
     Contracts with Customers                                          impact
     Amendments to IFRS 15:            January 1, 2018                 Unlikely there will be a material
     Clarifications to IFRS 15                                         impact
     Revenue from Contracts with
     Customers
     Amendments to IFRS 2:             January 1, 2018                 Unlikely there will be a material
     Classification           and                                      impact
     Measurement of Share-based
     Payment Transactions
     Amendments to IRS 4:              January 1, 2018                 Unlikely there will be a material
     Applying IFRS 9 Financial                                         impact
     Instruments with IFRS 4
     Insurance Contracts

 3.        PREPAIDS AND OTHER RECEIVABLES
                                                                                          December 31          December 31
                                                                                                 2017                 2016
          Item                                                                                    USD                  USD
    Current
     Supplier prepayments*                                                                  8 545 424              518 747
     Tax prepayment**                                                                          63 811               62 011
     Deposits and other receivables                                                           343 209               22 100
                                                                                            8 952 444              602 858
    Non-current
     Environmental deposit in DRC***                                                          242 466              242 466
     Tax prepayment**                                                                         221 273              202 402
                                                                                              463 739              444 868

 * Supplier prepayments relate to contractors and equipment ordered for the mine under construction.

 **The tax prepayment relates to costs incurred by the Group’s subsidiary in the DRC on upgrading a public road in the DRC.
 It has been agreed that this expenditure can be off-set against future provincial taxes due by the Group’s subsidiary in the
 DRC.

 ***The environmental deposit in the DRC relates to funds deposited with the central bank in the DRC. These funds will be
 utilised toward any future environmental rehabilitation activities. The deposit will be returned to the Company in the event that
 the funds are not utilised.

 4.       CONSUMABLE STORES
                                                                                              December 31          December 31
                                                                                                     2017                 2016
                                                                                                      USD                  USD

          Consumables                                                                           1 155 564              393 685

 Consumable stores consist of inventories of diesel, personal protective equipment and road building
 supplies. These items are likely to be capitalised as part of development activities when they are
 consumed as part of the mine under construction.

 5.      PLANT AND EQUIPMENT
  Depreciation                               Computers
                                                   and                  Motor      Plant and
                                             equipment       Land     vehicle      machinery           Total
                                                   USD        USD        USD             USD             USD

  Cost
  Balance, January 1, 2016                      64 709          -     199 496        276 516         540 721
  Additions                                     31 669    271 029     212 518        245 320         760 536
  Disposals                                   (12 331)          -      (7 000)             -         (19 331)
  Balance, December 31, 2016                    84 047    271 029     405 014        521 836       1 281 926
  Additions                                     36 008    233 103     609 379      2 433 845       3 312 335
  Disposals                                                           (13 000)                       (13 000)
  Balance, December 31, 2017                   120 055    504 132   1 001 393      2 955 681       4 581 261


  Accumulated depreciation
  Balance, January 1, 2016                    (13 866)         -     (87 253)       (29 342)       (130 461)
  Depreciation during the year                (20 202)         -     (57 696)       (33 871)       (111 769)
  Disposals                                      4 452         -        1 896              -           6 348
  Balance, December 31, 2016                  (29 616)         -    (143 053)       (63 213)       (235 882)
  Depreciation during the period              (18 530)         -    (184 263)       (84 780)       (287 573)
  Disposals                                                            10 021              -          10 021
  Balance, December 31, 2017                  (48 146)         -    (317 295)      (147 993)       (513 434)


  Net closing value
  Balance, December 31, 2016                   54 431    271 029      261 961        458 623       1 046 044
  Balance, December 31, 2017                   71 909    504 132      684 098      2 807 688       4 067 827

 6.      MINE UNDER CONSTRUCTION
                                                                                 December 31,
                                                                                         2017
                                                                                          USD
  Balance January 1, 2016 and 2017                                                          -
  Transfer from Exploration and Evaluation Assets (Note 7)                         97 529 580
  Rehabilitation and closure asset (Note 12)                                        1 974 894
                                                                                   99 504 474

Mine under construction relates to the Company’s Bisie Tin Project in the DRC. This asset was
reclassified from Exploration and Evaluation assets during December 2017, after an impairment
assessment had been performed (refer to Note 7 for additional information). Mines under
construction are not depreciated until construction is completed. This is signified when the mining
project has reached a pre-determined level of operating capacity as intended by management.
Revenues realized before commencement of commercial production (“pre-commercial production
revenue”) are recorded as a reduction of the respective mining asset.

 7.      EXPLORATION AND EVALUATION ASSETS
 Exploration and Evaluation Assets consist of:

                                                                                                     Bisie
                                                                                                       USD
  Project acquisition costs
  January 1, 2016                                                                               33 822 040
   Reallocation to mine under construction (Note 6)                                           (33 822 040)
                                                                                                         -

  Capitalised exploration costs:
  January 1, 2016                                                                               28 665 260
    Costs incurred during the year                                                               7 462 449
    Reallocation of tax receivable                                                               1 018 442
  December 31, 2016                                                                             37 146 151

  January 1, 2017                                                                               37 146 151
    Costs incurred during the year                                                              28 762 839
  Reallocation to mine under construction (Note 6)                                            (63 707 540)
  December 31, 2017                                                                              2 201 450

  Total Exploration and Evaluation Assets:
  Balance, December 31, 2016                                                                    70 968 191
  Balance, December 31, 2017                                                                     2 201 450

Exploration and evaluation assets remaining on the balance sheet at year end relate to expenses
incurred on the Company’s exploration license and at the Mpama South deposit.

 A.      BISIE PROJECT
The Company owns an indirect 80.75% interest in Alphamin Bisie Mining SA (formerly MPC SARL),
a company incorporated in the Democratic Republic of the Congo and the holder of five exploration
permits and one mining/exploitation permit constituting the Bisie Tin Project. The mining permit is
valid until 2045. See related parties Note 10 for further information on the ownership of Alphamin
Bisie Mining SA.

 B.      AGREEMENT TO ACQUIRE ADJOINING BISIE PROJECT MINING LICENSE IN
         DEMOCRATIC REPUBLIC OF THE CONGO
During September 2013, the Company entered into an agreement to acquire an exploration license,
which adjoins its Bisie Project in North Kivu Province of the Democratic Republic of the Congo. The
Company has paid USD975 000 to date, including an installment of USD100 000 in June 2017. The
final payment due under the terms of the agreement is USD50 000 by June 30, 2018. The Company
has the right to withdraw at any stage.

 C.      IMPAIRMENT ASSESSMENT
During the year under review the Company continued with its process of exploring and evaluating its
Exploration and Evaluation Assets. In December 2017, the Company assessed the technical
feasibility and commercial viability of its Bisie Project, together with the availability of project funding,
and formally approved the commencement of full scale development activities, resulting in the
reclassification of the Exploration and Evaluation Asset to Mine under construction within non-current
assets.

Immediately prior to the reclassification to Mine under construction, an impairment assessment of
the carrying value of the Exploration and Evaluation asset was performed. The recoverable amount
of the Exploration and Evaluation Asset was determined under the ‘Income Approach’ using a
Discounted Cash Flow (DCF) model based on the latest feasibility studies as supported by geological
studies and input from independent mining engineers and competent persons.
The following key assumptions were used in the DCF model:
 - Life of mine of 12.5 years
 - Average long term real tin price of US$ 21,700 per ton
 - Real post-tax discount rate of 8%

 7.           EXPLORATION AND EVALUATION ASSETS (CONTINUED)
Based on the above base case assumptions, no impairment provision was required. In addition, the
following sensitivity analyses were considered:

 -         A 15% reduction in the assumed average long term real tin price
 -         Real post-tax discount rates ranging between 10% and 17%

Based on the above sensitivity analyses, no impairment provision was required in any of the above
scenarios, individually and in aggregate.

8.            ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
                                                                 December 31,            December 31,
                                                                         2017                    2016
                                                                          USD                     USD


  Accounts payable                                                  4 096 766                 586 409
  Accrued liabilities                                               1 607 896                  36 184
  Payroll accruals                                                     50 446                  33 500
  Payroll and withholding tax liabilities                             210 707                 340 222
                                                                    5 965 815                 996 315
Accounts payable and accrued liabilities are mainly comprised of amounts outstanding for purchases
relating to exploration, evaluation and development activities and amounts payable for professional
services. The credit term period for purchases typically ranges from 30 to 120 days.

9.            CAPITAL STOCK AND RESERVES
    A. CAPITAL STOCK
The authorised capital stock of the Company consists of an unlimited number of common shares
without par value, of which 522 251 209 common shares were issued and outstanding at December
31, 2017.

   B. CHANGES IN ISSUED CAPITAL STOCK AND RESERVES DURING THE YEAR ENDED
      DECEMBER 31, 2017

      I.      During the quarter ended March 31, 2017, 750 000 stock options expired.
     II.      On July 19, 2017, the Company raised gross proceeds of CAD$28,879,947
              (USD$22,324,136) via a private placement of 82,514,134 units (the “Units”) at a price of
              CAD$0.35 per Unit. Each Unit consisted of one common share and one?half of one common
              share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder
              to purchase one additional common share of the Company at a price of CAD$0.4375 until
              July 18, 2020. Accordingly, a total of 41,257,065 warrants were issued in the private
              placement. All securities sold in the offering were subject to a hold period which expired on
              November 19, 2017. The expiry date of the Warrants may be accelerated by the Company
              at any time following the 12 month anniversary of the closing date of the Offering if the
              volume-weighted average trading price of the Common Shares is greater than C$0.73 for
              any 15 consecutive trading days, at which time the Company may accelerate the expiry date
              of the Warrants by issuing a press release announcing the reduced warrant term whereupon
              the Warrants will expire on the 15th calendar day after the date of such press release. Share
              issue costs of $717 402 were incurred and offset against Capital Stock.
    III.      On July 25, 2017 the Company issued 4,984,800 stock options.
     IV.      On December 15, 2017 the Company raised gross proceeds of US$2,538,736 via a private
              placement of 9 951 178 units (the “Units”) at a price of ZAR3.40 per share, following a
              secondary inward listing on the Johannesburg Stock Exchange Alt.X board. Each Unit
              consisted of one common share and one half common share purchase warrant (each whole

  9.          CAPITAL STOCK AND RESERVES (CONTINUED)
              warrant, a “Warrant”). Each Warrant entitles the holder to purchase one additional common
              share of the Company. The exercise price of the Warrant will be the ZAR equivalent of
              CAD$0.40 on the day before the Warrant is exercised. Share issue costs of $360 754 were
              incurred and offset against Capital Stock.

   C. CHANGES IN ISSUED CAPITAL STOCK AND RESERVES DURING THE YEAR ENDED
      DECEMBER 31, 2016 WERE AS FOLLOWS:

    V.      During the quarter ended March 31, 2016 1,000,000 stock options were forfeited.
   VI.      During the quarters ended June 30, 2016 and December 31, 2016 5,420,001 stock options
            expired.
  VII.      During the quarters ended September 30, 2016 and December 31, 2016 2,749,999 stock
            options were exercised.
 VIII.      During the quarter ended December 31, 2016 1,149,839 stock options were issued.
   IX.      During the quarter ended September 30, 2016 10,833,332 warrants were exercised.
    X.      During the quarters ended September 30, 2016 and December 31, 2016 36,683,329 shares
            were issued for a total consideration of $8,498,040 USD at a price of CAD$0.30 per share,
            pursuant to the private placement announced on September 8, 2016.

   D. STOCK OPTIONS

A summary of the stock option plan and principal terms is set out below.

The Plan provides that the number of common shares that may be purchased under the Plan is a
rolling maximum which shall not exceed 10% of the issued and outstanding shares of the Company
at any time, with appropriate substitutions and/or adjustments in accordance with regulatory policies
if there is a change in the number of issued and outstanding shares resulting from a share split,
consolidation, or other capital or corporate reorganisation. Per TSX Venture Exchange (TSX-V)
policies, the total amount of shares reserved for issuance to any one optionee within a period of 12
months shall not exceed 5% of the outstanding common shares at the time of grant, the total amount
of shares reserved for issuance to any one Consultant (as defined by the Plan) within a period of 12
months shall not exceed 2% of the outstanding common shares at the time of grant, and the total
amount of shares reserved for all persons conducting Investor Relations Activities (as defined by the
Plan) within a period of 12 months shall not exceed 2% of the outstanding common shares at the
time of the grant.

The Plan provides that it is solely within the discretion of the Board of Directors (the “Board”) to
determine which directors, employees and other service providers may be awarded options under
the Plan, and under what terms they will be granted, as well as any amendments or variations to
these terms in the event of an Accelerated Vesting Event (as defined by the Plan). Options granted
under the Plan will be for a term not exceeding ten years from the day the option is granted, as in
line with TSX-V policies. Subject to such other terms or conditions that may be attached to the
particular option granted, an option shall only be exercisable so long as the optionee shall continue
to hold office or provide services to the Company and shall, unless terminated earlier, or extended
by the Board, terminate immediately if said optionee is terminated for cause, terminate at the close
of business on the date which is no later than 90 calendar days after cessation of office or
employment, or in the case of the optionee’s death, terminate at the close of business on the date
which is no later than one year after the date of death, as the case may be. Subject to a minimum
price of CAD$0.10, the options will be exercisable at a price which is not less than the Market Price
(as defined in the policies of the TSX-V) of the Company’s shares at the time the options are granted.
The options are non-assignable. Shares will not be issued pursuant to options granted under the
Plan until they have been fully paid for. The Company will not provide financial assistance to option
holders to assist them in exercising their options. A summary of stock option activity and information
concerning currently outstanding and exercisable options as at December 31, 2017 are as follows

 9.       CAPITAL STOCK AND RESERVES (CONTINUED)
                                                                                        Options outstanding
                                                                                  Number of           Weighted
                                                                                    options            average
                                                                                                exercise price
                                                                                          #               CAD$
  Balance, December 31, 2015                                                     12 197 115               0.30
  Options granted during the year                                                  1 149 839              0.23
  Options exercised during the year                                              (2 749 999)              0.22
  Options expired during the year                                                (5 420 001)              0.34
  Options forfeited during the year                                              (1 000 000)              0.25
  Balance, December 31, 2016                                                       4 176 954              0.29
  Options expired during the year                                                  (750 000)              0.65
  Options issued during the year                                                   4 984 800              0.35
  Balance, December 31, 2017                                                       8 411 754              0.29

The following table summarises information concerning outstanding and exercisable options at
December 31, 2017:
                                                                Options outstanding and exercisable
           Number            Number         Expiry date          Weighted                 Remaining
      outstanding       exercisable                               average                      life
                #                 #                              exercise                   (years)
                                                                    price
                                                                     CAD$
        1 518 077           759 039        Aug 15, 2020              0.20                      2.62
          759 038           379 519        Oct 19, 2020              0.20                      2.80
          759 038           113 856        Apr 15, 2021              0.20                      3.29
          390 801            58 620        Oct 15, 2021              0.30                      3.79
        4 984 800                 -       July 25, 2022              0.35                      4.57
        8 411 754           887 550                                  0.29

All options vest over a three-year period (15% after one year, 35% after two years and 50% after
three years). Options expire five years after the date of issue.

The Company recorded a share-based payment expense to the statement of loss and
comprehensive loss of USD243 792 for the year ended December 31, 2017 (USD153 184 for the
year ended December 31, 2016).

The share-based payments expense related to options granted was determined using the Black-
Scholes option pricing model and the following weighted average assumptions:

                                                                     July      October          April
                                                                     2017         2016           2016

  Forfeiture rate                                                       -            -              -
  Risk free interest rate                                           1.38%        0.67%          0.58%
  Expected life of options in years                                  3.00         3.00           3.00
  Volatility*                                                     114.20%      137.61%        138.50%
  Dividend rate                                                     0.00%         0.00%         0.00%
*Calculated as standard deviation of the Company’s historical share price

 9.      CAPITAL STOCK AND RESERVES (CONTINUED)
 E.     SHARE PURCHASE WARRANTS
 A summary of warrants activity and information concerning outstanding warrants as at December
 31, 2017 are as follows:

                                                                    Warrants outstanding
                                                                  Number of         Weighted
                                                                   warrants          average
                                                                              exercise price
                                                                          #             CAD$
  Balance, December 31, 2015                                     10 883 332             0.25
  Warrants issued                                                         -                -
  Warrants exercised                                           (10,833,332)             0.25
  Balance, December 31, 2016                                              -                -
  Warrants issued on July 19, 2017                               41 257 065           0.4375
  Warrants issued on December 15, 2017                            4 975 589           0.4000
  Balance, December 31, 2017                                     46 232 654           0.4335

The 41 257 065 warrants attached to the units issued in the July 19, 2017 and the 4 975 589 warrants
attached to the units in the December 15, 2017 private placements were accounted for as a financial
liability. See Note 11 for further details.

 F.      TRANSACTION WITH NON-CONTROLLING INTEREST
The issue of shares in Alphamin Bisie Mining SA (ABM) to the Industrial Development Corporation
of South Africa (IDC) for USD7 000 000 during the year ended December 31, 2015 was accounted
for as a shareholder transaction resulting in an increase of the non-controlling interest of USD6 996
951. The balancing USD3 049 was taken to equity in line with IFRS 10. The receipt of the third
tranche from the IDC in the amount of USD3 000 000 in May 2016 resulted in an additional increase
in the non-controlling interest of USD2 798 969. The balancing USD201 031 was taken to equity in
line with IFRS 10. See Note 10 for additional information. The IDC invested an additional USD6 613
152 in ABM in December 2017. The transaction was accounted for as a shareholder transaction
resulting in an increase of the non-controlling interest of USD8 229 107. The balancing USD1 615
955 was taken to equity in line with IFRS 10. Alphamin, the IDC and the DRC government maintained
their 80.75%, 14.25% and 5% interests in ABM following the 2017 transaction.

 10.     RELATED PARTY TRANSACTIONS
KEY MANAGEMENT PERSONNEL
Key management personnel include those persons having authority and responsibility for planning,
directing and controlling the activities of the Company as a whole. The Company has determined
that key management personnel consist of executive and non-executive members of the Company’s
Board of Directors and corporate officers. Remuneration attributed to key management personnel
can be summarised as follows:
                                                                     December 31     December 31
                                                                            2017            2016
         Item                            Relationship                        USD             USD
  Director and Officer fees              Directors, officers             875 815         999 568
  Secretarial and administrative fees    Corporate Secretary              36 000          53 500
  Share based payments                   Directors, officers             154 003         153 184

Total current amounts due to related parties of USD304 468 (December 31, 2016 – USD190 833)
are due or accrued to officers and directors.

 10.     RELATED PARTY TRANSACTIONS (CONTINUED)
Non-current amounts due to related parties of USD3 150 071 (December 31, 2016 – Nil) are due to
Tremont Master Holdings. The amount includes long term debt of US3 125 000 and capitalized
interest due of USD25 071. See Note 13 for further details.

In line with the DRC mining code, the Company’s subsidiary Alphamin Bisie Mining SA (ABM)
granted 5% of its share capital to the Government of the DRC during the 2015 financial year. To
facilitate this ABM divided their share capital into two classes, “A” shares and “B” shares. The “B”
shares are intended to be held solely by the Government of the DRC and are non-dilutable at 5% of
total share capital (“A” plus “B”) in issue. “B” class shares have normal voting rights on a pro rata
bases and the DRC Government has a right to appoint one director to the ABM board. The 5% is a
free carry under the terms of the DRC mining code, hence the DRC Government is not required to
contribute on granting of their initial holding or further issues to maintain their stake at 5%. The
percentage is fixed under the DRC mining code and management does not anticipate any changes
in this regard in the short to medium term.

In November 2015, the Company entered into an agreement with the Industrial Development
Corporation of South Africa Limited (IDC) pursuant to which the IDC could invest up to USD10 000
000 directly into ABM, in three tranches, subject to the completion of certain milestones. As at the
2016 financial year end the Company had received all tranches, resulting in an ownership in ABM of
14.25% by the IDC. Under the terms of the shareholders’ agreement the IDC were granted an “offtake
option”. Under the offtake option the IDC is entitled, as long as it owns 11% or more of ABM “A” class
shares, to an option to purchase from ABM a portion of the Company’s mineral production. The
percentage of production that the IDC wishes to acquire, cannot exceed their percentage holding in
the “A” class shares of ABM at the date of exercise. The IDC shall only be able to benefit from the
“offtake option” if the relevant percentage of the Company’s production is not already committed to
other buyers in respect to the relevant period. In December 2017 the IDC invested an additional
USD6.6m in ABM as part of a share issuance in which all shareholders maintained their pro rata
share.

The offtake acquired can only be for a minimum of six months and a maximum of twelve months and
must be purchased at the same average price and other terms as ABM is able to, and would
otherwise intend to, sell its product to other third-party purchasers. The “offtake option” is not
transferrable. Under the terms of the shareholders’ agreement, a qualifying “seller”, defined as a
shareholder, or two or more shareholders acting together, holding more than 50% of the “A” class
shares of ABM, has drag along and tag along rights that are normal in transactions of this nature.

The IDC has also granted pre-emption rights to the other “A” class shareholders, entitling them to a
right of first refusal on any partial or full sale of their shares.

The IDC may propose (but is not obliged) at any time during the “Exit Period” that Alphamin
Resources acquire all, but not less than all of its shares in exchange for shares in Alphamin
Resources (the Share Swap), which shall be based on the then fair market value of the “A” class
shares, and on terms to be mutually agreed to by Alphamin Resources and the IDC. The “Exit Period”
refers to the earlier of five years from the date of signature, or one year from the date the Bisie Tin
Project reaches 90% of its intended maximum production, having been fully funded and fully
implemented.

 11.     WARRANTS
 On July 19, 2017 and December 15, 2017, the Company issued 41 257 065 and 4 975 589 warrants
 in the respective private placements as outlined in Note 9. The Company assessed the conditions of
 these warrants in terms of IAS 32 and IAS 39 and concluded that, as a result of the currency of the
 warrants (CAD$) being different to that of the Company’s functional and presentation currency
 (USD), coupled with the fact that the warrants were issued as part of a private placement, rather than
 a rights issue, that the warrants need to be accounted for as a financial liability with fair value through

  11.      WARRANTS (CONTINUED)
 profit and loss. The warrants were valued on the date of issue and the related fair value of USD5 312
 090 and USD452 230 respectively was raised as a liability (the balance of the cash received in the
 respective private placements was accounted for in equity as Capital Stock). The Company valued
 the warrants using the Black-Scholes pricing model with the assumptions below.

                                                December            July 19,
                                                      15,               2017
                                                    2017
  Strike price                                  CAD$0.40          CAD$0.4375
  Risk free interest rate                          1.24%               1.24%
  Expected life of options in years                 3.00                3.00
  Annualised volatility                              70%                 70%
  Dividend rate                                    0.00%               0.00%

 The warrants were revalued on December 31, 2017 using the same valuation methodology as
 described above and, on that date, the fair value of the warrants was calculated at USD3 476 167.
 The movement in the warrant liability was credited to the statement of loss and comprehensive loss
 (Year ended December 31, 2017: Credit of USD2 288 153). The use of an option pricing model to
 determine the fair value of these warrants falls within Level 2 of IFRS 13’s fair value hierarchy: Level
 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or
 indirectly.

 12.     PROVISION FOR CLOSURE AND RECLAMATION

 The Company recognizes a provision related to its constructive and legal obligations in the Congo
 to restore its properties. The cost of this obligation is determined based on the expected future level
 of activity and costs related to decommissioning the mines and restoring the properties. The
 provision for the Bisie mine is calculated at the net present value of the estimated future
 undiscounted cash flows using an interest rate of 3.63% (December 31, 2016 –Nil) a mine life of 14
 years and estimated future undiscounted liability of USD6 651 000 (December 31, 2016 - Nil). The
 Company recognized a corresponding asset classified as mine under construction.

                                                                     BISIE
  Balance, December 31, 2015 and 2016                                    -
  Additions during the year                                      1 974 894
  Balance, December 31, 2017                                     1 974 894

 13.     LONG TERM DEBT
  On November 9, 2017 the Company entered into a credit facility of up to US$80 million from a
  syndicate of lenders for the construction of the Bisie Tin Mine. The credit facility provided for an
  initial advance of US$10 million, which was drawn down in December 2017. The balance of US$70
  million will become available following the satisfaction of certain subsequent conditions precedent,
  including, inter alia, the Company completing an equity financing of a minimum of US$50 million
  net of associated costs (“equity financing”), US$ 41.6 million of which was raised post year end.

  The key terms of the credit facility are:
     1. US$80 million senior secured, non-revolving term credit facility
     2. Available, subject to fulfilment of conditions precedent, for an 18-month period following
         the initial advance date
     3. Five-year term commencing on the initial advance date
     4. Coupon of 14 percent plus the greater of US dollar 3-month LIBOR and 1 percent per
         annum
     5. Interest to be capitalized until the earlier of achievement of commercial production and 24
         months following the initial advance date, repayable monthly thereafter

 13.     LONG TERM DEBT (CONTINUED)
     6. No principal repayments until March 31, 2020, with repayments thereafter in 11 equal
        quarterly instalments
     7. Cash sweep of 30 percent of excess cash flow with effect from April 30, 2020
     8. Work fee of 2.9 percent payable as to 50 percent upon the initial advance and the balance
        upon the first subsequent advance
     9. Transaction costs of US$1.77 million to be paid upon the later of the initial advance and
        completion of the equity financing and US$2.23 million to be paid pro rata on subsequent
        advances
    10. Termination payment in certain circumstances, not to exceed value of work fee and bonus
        shares not previously paid
    11. A post year end amendment to the credit facility provides for a First Subsequent drawdown
        in the amount of USD25 000 000 following completion of an equity financing for a minimum
        of USD43 000 000. The US43m financing was completed on January 22, 2018.
    12. A security package typical for a transaction of this nature including a mortgage over the
        Company’s shares in each subsidiary, cash balances, moveable assets and the mining
        license PE1355 covering the Mpama North Tin Project.

 Of the USD$80 million facility, $25 million will be provided by Tremont Master Holdings, a 44%
 shareholder in the Company. Tremont will also receive their pro rata share of applicable fees and
 accrued interest.

                                           Related       Non-related
  Long-term debt                           party debt    party debt     Total
                                           USD           USD            USD
  Balance, December 31, 2015 and 2016      -             -              -
  Drawdowns during the year                3 125 000     6 875 000      10 000 000
  Capitalised interest                     25 071        45 731         70 802
  Balance, December 31, 2017               3 150 071     6 920 731      10 070 802

 14.     SEGMENTED INFORMATION
 The Company considers its business to consist of one reportable operating segment, being the
 acquisition, exploration, evaluation and if warranted, development of mineral deposits. As at reporting
 date, substantially all of the Company’s plant and equipment and Exploration and Evaluation Assets
 were located in the Democratic Republic of the Congo. In assessing potential operating segments,
 the Company has considered the information reviewed by the Chief Operating Decision Maker
 (CODM). The Company has identified the Board of Directors as the CODM and is satisfied that the
 information as presented in the financial statements is the same as that assessed by the CODM for
 management reporting purposes. The Company has one asset, in one commodity in one country.

 15.     INCOME TAX
 In Mauritius, Alphamin Resources Corp. is a Category 1 Global Business License Company for the
 purpose of the Financial Services Act 2007. The Company is subject to income tax at 15%. It is,
 however, entitled to a tax credit equivalent to the higher of foreign taxes paid and 80% of the Mauritius
 tax on its foreign source income, leaving a maximum effective tax rate of 3%. Capital gains of the
 Company are exempt from tax in Mauritius. At December 31, 2017, the Company was not liable for
 income tax as it had not generated any taxable income to date. The Company does not recognise a
 deferred tax asset in respect of tax losses brought forward due to uncertainty around the future
 recoverability of such losses.

 In the DRC, Alphamin Bisie Mining is exposed to a tax rate for mining companies of 30%. This is the
 main operating subsidiary of the group. At December 31, 2017, the Company was not liable for
 income tax as it had not generated any taxable income to date. The Company does not recognise a
 deferred tax asset in respect of tax losses brought forward due to uncertainty around the future
 recoverability of such losses.

 16.     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 exploration, evaluation and development of its mining
 properties and to maintain a flexible capital structure which optimises the costs of capital at an
 acceptable risk. The Company currently depends on shareholder equity and the recently secured
 credit facility for up to USD 80 000 000. The capital structure of the Company currently consists of
 common shares, stock options, share purchase warrants and long-term debt. Changes in the equity
 accounts of the Company are disclosed in Note 9 and changes in long term debt is disclosed in Note
 13. 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, obtain additional 3rd party loan
 financing or dispose of assets. 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 and 3rd party
 financing to fund continued exploration, evaluation and development of its mining properties and the
 future growth of the business.

 17.     FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

 The Company’s financial instruments are exposed to a number of financial and market risks,
 including credit, liquidity and foreign exchange risks. The Company may, or may not, establish from
 time to time active policies to manage these risks. The Company does not currently have in place
 any active hedging or derivative trading policies to manage these risks, since the Company’s
 management does not believe that the current size, scale and pattern of its operations would warrant
 such hedging activities. The Company places its cash with high credit quality financial institutions.
 
 A.       CREDIT RISK
 Credit risk is the risk that a counterparty to a financial instrument will not discharge its obligations,
 resulting in a financial loss to the Company. The Company has procedures in place to minimise its
 exposure to credit risk. Company management evaluates credit risk on an ongoing basis, including
 evaluation of counterparty credit rating, monitoring activities related to trade and other receivables
 and counterparty concentrations measured by amount and percentage. The primary source of credit
 risk for the Company arises from the following financial assets: (1) cash and cash equivalents and
 (2) other receivables. The Company has not had any credit losses in the past, nor does it expect to
 have any credit losses in the future. At December 31, 2017, the Company has no financial assets
 that are past due or impaired due to credit risk defaults. As at period end substantially all of the cash
 and cash equivalents balance was concentrated with Standard Bank group. Standard Bank’s
 average credit rating is BBB+. The Company’s maximum exposure to credit risk at the reporting date
 is as follows:

                                                                  December 31,        December 31,
                                                                          2017                2016
  Item                                                                     USD                 USD
  Cash and cash equivalents                                          7 236 425           8 648 895
  Other receivables – current                                          343 209              22 100
  Other receivables – non-current                                      242 466             242 466
  Total                                                              7 822 100           8 913 461

 B.       LIQUIDITY RISK
 Liquidity risk is the risk that the Company will not be able to meet its obligations with respect to
 financial liabilities as they fall due. The Company’s financial liabilities are comprised of long term
 debt, accounts payable and accrued liabilities. The Company frequently assesses its liquidity position
 by reviewing the timing of amounts due and the Company’s current cash flow position to meet its
 obligations.

  17.     FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)
  The Company manages its liquidity risk by maintaining a sufficient cash balance to meet its
  anticipated operational needs. When there are not sufficient funds, the Company has the ability to
  reduce or delay its exploration, evaluation, development and corporate spending to preserve
  liquidity. The Company’s long-term debt was obtained to facilitate the development of the mining
  properties (refer to Note 6). Refer to Note 9 for additional information on repayment terms. The
  Company’s accounts payable and accrued liabilities arose as a result of exploration, evaluation,
  development and corporate expenses. Payment terms on these liabilities are typically 30 to 120
  days from receipt of invoice and do not generally bear interest. The following table summarises
  the remaining contractual maturities of the Company’s financial liabilities:

                                                               Within        After more         Within
                                                        0 to 120 days    than 12 months  0 to 120 days
                                                                 2017              2017           2016
                                                                 USD                USD            USD

    Long term debt                                                 -          6 920 731              -
    Long term debt – related parties                               -          3 150 071              -
    Provision for closure and reclamation                          -          1 974 894              -
    Accounts payable and accrued liabilities               5 755 108                  -        656 093
    Accounts payable and accrued liabilities – related
    parties                                                  304 468                  -        190 833

  C.      MARKET RISK
  Market risk is the risk that the fair value for assets or future cash flows will fluctuate, because of
  changes in market conditions. The Company evaluates market risk on an ongoing basis and has
  established policies and procedures for mitigating its exposure to foreign exchange fluctuations.
  Other than the possible impact on the recoverable amount of the Company’s mining properties
  carried under non-current assets, the Company’s operating cash flows and financial instruments
  are not currently exposed to commodity price risk. The fair value movements accounted for
  warrants (refer Note 11) are non-cash in nature.

  Foreign Exchange Risk
  The Company operates on an international basis and therefore, foreign exchange risk exposures
  arise from transactions denominated in foreign currencies. The Company is exposed to foreign
  currency risk on fluctuations related to financial instruments that are denominated in Canadian
  dollars (CAD$). A 10% fluctuation in the USD against the Canadian dollar would affect the net loss
  and foreign currency translation reserve by insignificant amounts.

  A significant portion of the Company’s development expenditure is exposed to the South African
  Rand (ZAR). A significant fluctuation in the ZAR:US$ exchange rate would have a relatively
  material impact on the cost of development.

  Interest Rate Risk
  As at December 31, 2017 the Company had drawn down US$ 10 000 000 against its long-term
  debt facility (refer Note 13). These loans are exposed to variable interest rates. Finance costs are
  capitalised to Mine under construction during the development phase of the project. A 1% change
  in the variable interest rates would not have had a material impact on the finance cost capitalised
  during the 2017 financial year. The Company does not earn significant interest on cash balances.

  D.     FAIR VALUE MEASUREMENT
  At December 31, 2017 and December 31, 2016, the carrying values and the fair values of the
  Company’s financial instruments are shown in the following table.

  17.     FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)

                                                      December        December        December        December
                                                            31,             31,            31,              31,
                                                          2017            2017            2016            2016
                                                      Carrying            Fair        Carrying            Fair
                                                         value           value           value           value
                                                           USD             USD             USD             USD
    Financial assets
    Cash and cash equivalents                        7 236 425       7 236 425        8 648 895      8 648 895
    Other receivables – current                        343 209         343 209           22 100         22 100
    Other receivables – non-current                    242 466         242 466          242 466        242 466
    Financial liabilities
    Long term debt                                   6 920 731       6 920 731               -               -
    Long term debt – related parties                 3 150 071       3 150 071               -               -
    Provision for closure and reclamation            1 974 894       1 974 894               -               -
    Accounts payable and accrued liabilities         5 755 108       5 755 108         656 093         656 093
    Accounts payable and accrued liabilities –
     related parties                                   304 468         304 468         190 833         190 833
    Warrants                                         3 476 167       3 476 167               -               -

  Financial instruments measured at fair value are classified into one of three levels in the fair value
  hierarchy according to the relative reliability of the inputs used to estimate the fair values. The
  three levels of the fair value hierarchy are:
      • Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities.
      • Level 2 – inputs other than quoted prices that are observable for the asset or liability either
        directly or indirectly.
      • Level 3 – inputs that are not based on observable market data.

  The fair value of the Company’s financial assets and financial liabilities approximate their carrying
  values (all within Level 3 of the fair value hierarchy).

 18.     HEADLINE AND DILUTED HEADLINE LOSS PER SHARE

         The Company’s shares are also listed on the Johannesburg Stock Exchange Alt.X which
         requires the Company to present headline and diluted headline loss per share. Headline
         loss per share is calculated by dividing headline loss attributable to equity holders of the
         Company by the weighted average number of common shares issued and outstanding
         during the year. Diluted headline loss per share is determined by adjusting the weighted
         average number of shares for all potential dilutive effects. For the years ended December
         31, 2017 and 2016, the Company’s diluted headline loss per share is identical to the
         headline loss per share as inclusion of stock options and warrants would be anti-dilutive.
         The following table summarises the adjustments to loss attributable to equity shareholders
         for the purposes of the calculation.

                                                                               2017                2016
                                                                                USD                 USD
  Loss attributable to equity shareholders                                2 742 787           4 327 531
  Adjusted for;
  Loss on disposal of property, plant and equipment                           1 479                 482
  Headline loss attributable to equity shareholders of the company        2 744 266           4 328 013
  Weighted average number of shares issued and outstanding              467 411 388         391 064 245
  Headline loss and diluted headline loss per share                            0.01                0.01

 19.      SIGNIFICANT OPERATING SUBSIDIARIES WITH NON-CONTROLLING
          INTEREST
 The table below shows details of the non-wholly owned subsidiary of the Group that had material
 non-controlling interests:

                                Proportion of         Profit/(loss) allocated to      Accumulated non-
                           ownership and voting           non-controlling           controlling interests
                             rights held by non-               interests
                            controlling interests
  Company                  December       December     December       December      December      December
                           31, 2017       31, 2016     31, 2017       31, 2016      31, 2017      31, 2016
                                                            USD            USD           USD           USD
  Alphamin Bisie
  Mining SA                  19.25%         19.25%   (1 262 169)   (1 023 949)    17 970 282    11 003 344
  
  Summarised financial information in respect of the above subsidiaries is set out below.
  The summarised financial information below presents amounts before intra-group elimination.

                                                                                     December      December
                                                                                     31, 2017      31, 2016
                                                                                          USD           USD

  Current assets                                                                   16 569 426     2 482 086
  Non-current assets                                                               57 279 742    26 772 319
  Total assets                                                                     73 849 168    29 254 405

  Current liabilities                                                               4 248 294     8 998 786
  Non-current
  liabilities                                                                      10 072 802             -
  Equity                                                                           59 530 072    20 255 619
  Total liabilities and
  equity                                                                           73 849 168    29 254 405

  Operating expenses                                                               (6 515 181)   (5 765 574)
  Income tax
  expenses                                                                                   -             -
  Net loss for the
  year                                                                             (6 556 722)   (5 765 574)
  Attributable to
  owners of the
  Company                                                                          (5 294 553)   (4 741 625)
  Attributable to non-
  controlling interests                                                            (1 262 169)   (1 023 949)

 20.      SUBSEQUENT EVENTS
 Subsequent to the year end the Company announced that it had completed brokered and non-
 brokered private placements for gross proceeds of USD41 592 299 via an issue of 165 047 306 units.
 Each unit comprised one common share and one-half share warrant. Concurrently, the Company
 settled debt for shares through the issue of 4 746 091 units. Each unit was priced at CAD$0.32.

 On January 22, 2018 the Company entered into an offtake agreement with Gerald Metals group
 whereby Gerald Metals shall buy all product produced by the Alphamin Bisie Tin Project for at least
 the first five years of production linked to LME selling prices.


30 April 2018

JSE Sponsor 
Nedbank Limited (acting through its Corporate and Investment Banking Division)



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