Exhibit
99.1
SEABRIDGE
GOLD INC.
UNAUDITED
CONDENSED CONSOLIDATED INTERIM
FINANCIAL
STATEMENTS
AS
AT SEPTEMBER 30, 2022
SEABRIDGE
GOLD INC.
Consolidated
Statements of Financial Position
(Expressed
in thousands of Canadian dollars)
(Unaudited)
| | |
| |
September 30, | | |
December 31, | |
| | |
Note | |
2022 | | |
2021 | |
| Assets | |
| |
| | |
| |
| Current assets | |
| |
| | |
| |
| Cash and cash equivalents | |
| |
$ | 66,164 | | |
$ | 11,523 | |
| Short-term deposits | |
| |
| 136,838 | | |
| 29,243 | |
| Amounts receivable and prepaid expenses | |
5 | |
| 10,920 | | |
| 10,026 | |
| Investment in marketable securities | |
6 | |
| 3,295 | | |
| 3,367 | |
| | |
| |
| 217,217 | | |
| 54,159 | |
| Non-current assets | |
| |
| | | |
| | |
| Investment in associate | |
6 | |
| 1,453 | | |
| 2,429 | |
| Convertible notes receivable | |
7 | |
| 647 | | |
| 606 | |
| Long-term receivables and other assets | |
8 | |
| 51,620 | | |
| 13,038 | |
| Mineral interests, property and equipment | |
9 | |
| 806,183 | | |
| 662,279 | |
| Reclamation deposits | |
11 | |
| 20,643 | | |
| 15,231 | |
| | |
| |
| 880,546 | | |
| 693,583 | |
| Total assets | |
| |
$ | 1,097,763 | | |
$ | 747,742 | |
| | |
| |
| | | |
| | |
| Liabilities and shareholders’ equity | |
| |
| | | |
| | |
| Current liabilities | |
| |
| | | |
| | |
| Accounts payable and accrued liabilities | |
10 | |
$ | 59,092 | | |
$ | 12,165 | |
| Flow-through share premium | |
13 | |
| 400 | | |
| 1,366 | |
| Lease obligations | |
| |
| 513 | | |
| 90 | |
| Provision for reclamation liabilities | |
11 | |
| 2,880 | | |
| 3,680 | |
| | |
| |
| 62,885 | | |
| 17,301 | |
| Non-current liabilities | |
| |
| | | |
| | |
| Secured note | |
12 | |
| 220,660 | | |
| - | |
| Deferred income tax liabilities | |
18 | |
| 43,762 | | |
| 23,164 | |
| Lease obligations | |
| |
| 1,143 | | |
| 182 | |
| Provision for reclamation liabilities | |
11 | |
| 2,722 | | |
| 4,762 | |
| | |
| |
| 268,287 | | |
| 28,108 | |
| Total liabilities | |
| |
| 331,172 | | |
| 45,409 | |
| | |
| |
| | | |
| | |
| Shareholders’ equity | |
13 | |
| 766,591 | | |
| 702,333 | |
| Total liabilities and shareholders’ equity | |
| |
$ | 1,097,763 | | |
$ | 747,742 | |
Subsequent
events (Note 13), commitments and contingencies (Note 19)
The
accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.
SEABRIDGE
GOLD INC.
Consolidated
Statements of Operations and Comprehensive Income (Loss)
(Expressed
in thousands of Canadian dollars except common share and per common share amounts)
(Unaudited)
| | |
| |
Three months ended
September 30, | | |
Nine months ended
September 30, | |
| | |
Note | |
2022 | | |
2021 | | |
2022 | | |
2021 | |
| Remeasurement of secured note | |
12 | |
$ | 24,897 | | |
$ | - | | |
$ | 56,463 | | |
$ | - | |
| Gain on disposition of mineral interests | |
13 | |
| - | | |
| - | | |
| - | | |
| 21,943 | |
| Corporate and administrative expenses | |
16 | |
| (2,986 | ) | |
| (1,838 | ) | |
| (10,455 | ) | |
| (8,626 | ) |
| Impairment of investment in associate | |
6 | |
| - | | |
| - | | |
| (873 | ) | |
| - | |
| Equity loss of associate | |
6 | |
| (53 | ) | |
| (47 | ) | |
| (143 | ) | |
| (179 | ) |
| Other income - flow-through shares | |
13 | |
| 786 | | |
| 713 | | |
| 966 | | |
| 1,047 | |
| Environmental rehabilitation (expense) gain | |
11 | |
| (141 | ) | |
| - | | |
| (99 | ) | |
| 43 | |
| Unrealized gain (loss) on convertible notes receivable | |
7 | |
| 10 | | |
| (4 | ) | |
| (9 | ) | |
| 118 | |
| Foreign exchange gain (loss) | |
| |
| (11,096 | ) | |
| 489 | | |
| (12,055 | ) | |
| 95 | |
| Finance costs, interest expense and other income | |
| |
| (28 | ) | |
| 48 | | |
| (3,447 | ) | |
| (102 | ) |
| Interest income | |
| |
| 1,235 | | |
| 35 | | |
| 1,311 | | |
| 135 | |
| Earnings (loss) before income taxes | |
| |
| 12,624 | | |
| (604 | ) | |
| 31,659 | | |
| 14,474 | |
| Income tax expense | |
18 | |
| (7,579 | ) | |
| (218 | ) | |
| (13,806 | ) | |
| (5,033 | ) |
| Net earnings (loss) for the period | |
| |
$ | 5,045 | | |
$ | (822 | ) | |
$ | 17,853 | | |
$ | 9,441 | |
| | |
| |
| | |
| | |
| | |
| |
| Other comprehensive income (loss) | |
| |
| | |
| | |
| | |
| |
| | |
| |
| | |
| | |
| | |
| |
| Items that will not be reclassified to net income or loss |
| | |
| | |
| | |
| |
| | |
| |
| | |
| | |
| | |
| |
| Remeasurement of secured note | |
| |
$ |
2,329 | | |
$ |
- | | |
$ |
25,873 | | |
$ |
- | |
| Change in fair value of marketable securities | |
| |
| (25 | ) | |
| 167 | | |
| (72 | ) | |
| (469 | ) |
| Tax impact | |
| |
| (625 | ) | |
| (23 | ) | |
| (6,976 | ) | |
| 61 | |
| Total other comprehensive income (loss) | |
| |
| 1,679 | | |
| 144 | | |
| 18,825 | | |
| (408 | ) |
| Comprehensive income (loss) for the period | |
| |
$ | 6,724 | | |
$ | (678 | ) | |
$ | 36,678 | | |
$ | 9,033 | |
| | |
| |
| | |
| | |
| | |
| |
| Weighted average number of common shares outstanding |
| | |
| | |
| | |
| |
| Basic | |
13 | |
| 80,282,633 | | |
| 77,113,125 | | |
| 79,897,513 | | |
| 75,759,358 | |
| Diluted | |
13 | |
| 81,044,960 | | |
| 77,113,125 | | |
| 80,659,840 | | |
| 77,573,522 | |
| | |
| |
| | | |
| | | |
| | | |
| | |
| Earnings per common share | |
| |
| | | |
| | | |
| | | |
| | |
| Basic | |
13 | |
$ | 0.06 | | |
$ | (0.01 | ) | |
$ | 0.22 | | |
$ | 0.12 | |
| Diluted | |
13 | |
$ | 0.06 | | |
$ | (0.01 | ) | |
$ | 0.22 | | |
$ | 0.12 | |
The
accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.
SEABRIDGE GOLD INC.
Consolidated Statements of Changes in Shareholders’ Equity
(Expressed in thousands of Canadian dollars except number of shares)
(Unaudited)
| | |
Number of
Shares | | |
Share
Capital | | |
Warrants | | |
Stock-based
Compensation | | |
Contributed
Surplus | | |
Deficit | | |
Accumulated Other Comprehensive Income (Loss) | | |
Total
Equity | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| As at December 31, 2021 | |
| 78,975,349 | | |
$ | 809,269 | | |
$ | - | | |
$ | 8,697 | | |
$ | 36,126 | | |
$ | (149,983 | ) | |
$ | (1,776 | ) | |
$ | 702,333 | |
| Share issuance - At-The-Market offering | |
| 997,508 | | |
| 22,773 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 22,773 | |
| Share issuance - options exercised | |
| 186,007 | | |
| 4,106 | | |
| - | | |
| (1,447 | ) | |
| - | | |
| - | | |
| - | | |
| 2,659 | |
| Share issuance - RSUs vested | |
| 148,800 | | |
| 3,172 | | |
| - | | |
| (3,172 | ) | |
| - | | |
| - | | |
| - | | |
| - | |
| Share issuance costs | |
| - | | |
| (690 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (690 | ) |
| Deferred tax on share issuance costs | |
| - | | |
| 184 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 184 | |
| Stock-based compensation | |
| - | | |
| - | | |
| - | | |
| 2,654 | | |
| - | | |
| - | | |
| - | | |
| 2,654 | |
| Other comprehensive income (loss) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 18,825 | | |
| 18,825 | |
| Net income for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 17,853 | | |
| - | | |
| 17,853 | |
| As at September 30, 2022 | |
| 80,307,664 | | |
$ | 838,814 | | |
$ | - | | |
$ | 6,732 | | |
$ | 36,126 | | |
$ | (132,130 | ) | |
$ | 17,049 | | |
$ | 766,591 | |
| As at December 31, 2020 | |
| 74,162,286 | | |
$ | 704,599 | | |
$ | 3,275 | | |
$ | 23,011 | | |
$ | 36,089 | | |
$ | (150,878 | ) | |
$ | (1,378 | ) | |
$ | 614,718 | |
| Share issuance - Private placement | |
| 350,000 | | |
| 8,358 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 8,358 | |
| Share issuance - At-The-Market offering | |
| 1,516,873 | | |
| 34,446 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 34,446 | |
| Share issuance - options exercised | |
| 794,668 | | |
| 17,428 | | |
| - | | |
| (8,587 | ) | |
| - | | |
| - | | |
| - | | |
| 8,841 | |
| Share issuance - Warrants exercised | |
| 500,000 | | |
| 11,100 | | |
| (3,275 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| 7,825 | |
| Share issuance - RSUs vested | |
| 135,450 | | |
| 3,413 | | |
| - | | |
| (3,413 | ) | |
| - | | |
| - | | |
| - | | |
| - | |
| Share issuance costs | |
| - | | |
| (1,239 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,239 | ) |
| Deferred tax on share issuance costs | |
| - | | |
| 328 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 328 | |
| Stock-based compensation | |
| - | | |
| - | | |
| - | | |
| 2,934 | | |
| - | | |
| - | | |
| - | | |
| 2,934 | |
| Expired options | |
| - | | |
| - | | |
| - | | |
| (37 | ) | |
| 37 | | |
| - | | |
| - | | |
| - | |
| Other comprehensive income (loss) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (408 | ) | |
| (408 | ) |
| Net income for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 9,441 | | |
| - | | |
| 9,441 | |
| As at September 30, 2021 | |
| 77,459,277 | | |
$ | 778,433 | | |
$ | - | | |
$ | 13,908 | | |
$ | 36,126 | | |
$ | (141,437 | ) | |
$ | (1,786 | ) | |
$ | 685,244 | |
The
accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.
SEABRIDGE
GOLD INC.
Consolidated
Statements of Cash Flows
(Expressed
in thousands of Canadian dollars)
(Unaudited)
| | |
Three months ended
September 30, | | |
Nine months ended
September 30, | |
| | |
2022 | | |
2021 | | |
2022 | | |
2021 | |
| Operating Activities | |
| | |
| | |
| | |
| |
| Net earnings | |
$ | 5,045 | | |
$ | (822 | ) | |
$ | 17,853 | | |
$ | 9,441 | |
| Adjustment for non-cash items: | |
| | | |
| | | |
| | | |
| | |
| Remeasurement gain on secured note | |
| (24,897 | ) | |
| - | | |
| (56,463 | ) | |
| - | |
| Gain on disposition of mineral interests | |
| - | | |
| - | | |
| - | | |
| (21,943 | ) |
| Stock-based compensation | |
| 139 | | |
| - | | |
| 2,654 | | |
| 2,934 | |
| Other income - flow-through shares | |
| (786 | ) | |
| (713 | ) | |
| (966 | ) | |
| (1,047 | ) |
| Income tax expense | |
| 7,579 | | |
| 218 | | |
| 13,806 | | |
| 5,033 | |
| Unrealized foreign exchange loss | |
| 13,571 | | |
| - | | |
| 20,734 | | |
| - | |
| Other non-cash items | |
| (1,813 | ) | |
| (113 | ) | |
| (2,147 | ) | |
| 305 | |
| Adjustment for cash items: | |
| | | |
| | | |
| | | |
| | |
| Environmental rehabilitation disbursements | |
| (2,323 | ) | |
| (1,471 | ) | |
| (2,992 | ) | |
| (1,952 | ) |
| Changes in working capital items: | |
| | | |
| | | |
| | | |
| | |
| Amounts receivable and prepaid expenses | |
| (2,513 | ) | |
| (1,518 | ) | |
| (894 | ) | |
| (870 | ) |
| Accounts payable and accrued liabilities | |
| 16,741 | | |
| 4,566 | | |
| 14,050 | | |
| 5,691 | |
| Net cash from (used in) operating activities | |
| 10,743 | | |
| 147 | | |
| 5,635 | | |
| (2,408 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Investing Activities | |
| | | |
| | | |
| | | |
| | |
| Investment in short-term deposits | |
| (189,599 | ) | |
| (24,302 | ) | |
| (308,238 | ) | |
| (24,325 | ) |
| Redemption of short-term deposits | |
| 171,382 | | |
| - | | |
| 200,643 | | |
| - | |
| Mineral interests, property and equipment | |
| (75,585 | ) | |
| (25,550 | ) | |
| (107,867 | ) | |
| (45,335 | ) |
| Interest paid | |
| (4,762 | ) | |
| - | | |
| (9,775 | ) | |
| - | |
| Long-term receivables | |
| (82 | ) | |
| (5,573 | ) | |
| (30,463 | ) | |
| (8,012 | ) |
| Investment in reclamation deposits | |
| (714 | ) | |
| (828 | ) | |
| (5,411 | ) | |
| (8,278 | ) |
| Cash proceeds from disposition of mineral interests | |
| - | | |
| - | | |
| - | | |
| 21,943 | |
| Net cash used in investing activities | |
| (99,360 | ) | |
| (56,253 | ) | |
| (261,111 | ) | |
| (64,007 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Financing Activities | |
| | | |
| | | |
| | | |
| | |
| Secured note | |
| - | | |
| - | | |
| 282,263 | | |
| - | |
| Share issuance net of costs | |
| (58 | ) | |
| 11,801 | | |
| 22,081 | | |
| 43,028 | |
| Exercise of options | |
| - | | |
| 1,537 | | |
| 2,659 | | |
| 8,841 | |
| Exercise of warrants | |
| - | | |
| - | | |
| - | | |
| 7,825 | |
| Payment of lease liabilities | |
| (153 | ) | |
| (20 | ) | |
| (217 | ) | |
| (57 | ) |
| Net cash from (used in) financing activities | |
| (211 | ) | |
| 13,318 | | |
| 306,786 | | |
| 59,637 | |
| Effects of exchange rate fluctuation on cash and cash equivalents | |
| 1,957 | | |
| 158 | | |
| 3,331 | | |
| (161 | ) |
| Net increase (decrease) in cash and cash equivalents during the period | |
| (86,871 | ) | |
| (42,630 | ) | |
| 54,641 | | |
| (6,939 | ) |
| Cash and cash equivalents, beginning of the period | |
| 153,035 | | |
| 53,219 | | |
| 11,523 | | |
| 17,528 | |
| Cash and cash equivalents, end of the period | |
$ | 66,164 | | |
$ | 10,589 | | |
$ | 66,164 | | |
$ | 10,589 | |
The
accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.
SEABRIDGE
GOLD INC.
Notes
to the condensed consolidated interim financial statements
For
the three and nine months ended September 30, 2022 and 2021
(Amounts
in notes and in tables are in millions of Canadian dollars, except where otherwise indicated) (Unaudited)
Seabridge
Gold Inc. is comprised of Seabridge Gold Inc. (“Seabridge” or the “Company”) and its subsidiaries, KSM Mining
ULC, Seabridge Gold (NWT) Inc., Seabridge Gold (Yukon) Inc., Seabridge Gold Corp., SnipGold Corp. and Snowstorm Exploration (LLC), and
is a company engaged in the acquisition and exploration of gold properties located in North America. The Company was incorporated under
the laws of British Columbia, Canada on September 4, 1979 and continued under the laws of Canada on October 31, 2002. Its common shares
are listed on the Toronto Stock Exchange trading under the symbol “SEA” and on the New York Stock Exchange under the symbol
“SA”. The Company is domiciled in Canada, the address of its registered office is 10th Floor, 595 Howe Street, Vancouver,
British Columbia, Canada V6C 2T5 and the address of its corporate office is 106 Front Street East, 4th Floor, Toronto, Ontario, Canada
M5A 1E1.
These
unaudited condensed consolidated interim financial statements (“consolidated interim financial statements”) were prepared in
accordance with IAS 34, Interim Financial Reporting, using accounting policies consistent with those used by the Company in preparing
the annual consolidated financial statements as at and for the year ended December 31, 2021 and should be read in conjunction with the
Company’s annual consolidated financial statements as at and for the year ended December 31, 2021. They do not include all of the
information required for a complete set of financial statements prepared in accordance with International Financial Reporting Standards
(“IFRS”). However, selected explanatory notes are included to explain events and transactions that are significant to an
understanding of the changes in the Company’s financial position and performance since the last annual financial statements. These
interim financial statements were authorized for issue by the Company’s board of directors on November 14, 2022.
| 3. | Significant
accounting judgments, estimates and assumptions |
The
preparation of consolidated interim financial statements requires management to make judgments, estimates and assumptions that affect
the reported amounts of assets, liabilities and contingent liabilities as at the date of the consolidated interim financial statements
and reported amounts of expenses during the three and nine months ended September 30, 2022 and 2021. Estimates and assumptions used in
the preparation of these consolidated interim financial statements are consistent with those used by the Company in preparing the annual
consolidated financial statements as at and for the year ended December 31, 2021 (except for those related to valuation of secured note
described below in Note 4). Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors,
including expectations of future events which are believed to be reasonable under the circumstances. Actual results may differ from these
estimates.
| 4. | Significant
accounting policies |
Except
as described below, the accounting policies applied in these interim financial statements are the same as the those applied in the Company’s
consolidated financial statements as at and for the year ended December 31, 2021. Changes in accounting policies will also be reflected
in the Company’s consolidated financial statements as at and for the year ending December 31, 2022.
Financial
instruments
All
financial liabilities (including liabilities designated at fair value through profit and loss “FVTPL”) are recognized initially
at fair value on the date at which the Company becomes a party to the contractual provisions of the instrument. The Company derecognizes
a financial liability when its contractual obligations are discharged or cancelled or expire.
Transaction
costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial
assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities,
as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities
at FVTPL are recognized immediately in profit or loss.
The
Company has elected to account for its secured note liability and all embedded derivatives as a single financial liability. The change
in fair value of the secured note liability is recognized in profit or loss. The change in the fair value related to the Company’s
own credit risk is recorded through other comprehensive income (loss).
Significant
estimates
The
Company measures the fair value of its secured note liability using a Monte Carlo simulation model. Significant inputs and assumptions
into this model include future silver prices, discount rates, forecasted silver production, and probabilities of Environmental Assessment
Certificate (“EAC”) expiry, achieving commercial production and securing project financing. Changes to these inputs and assumptions
could have a significant impact on the measurement of the secured note liability. Refer to Note 12 for further information.
Capitalization
of borrowing costs
Borrowing
costs are capitalized and allocated specifically to qualifying assets when funds have been borrowed, either to specifically finance a
project or for general borrowings during the period of construction. Qualifying assets are defined as assets that require more than nine
months to be brought to the location and condition intended by management. Capitalization of borrowing costs ceases when such assets
are ready for their intended use.
| 5. | Amounts
receivable and prepaid expenses |
| ($000s) | |
September 30, 2022 | | |
December 31, 2021 | |
| HST | |
| 3,758 | | |
| 1,698 | |
| Trade and other receivables due from related parties | |
| 19 | | |
| 281 | |
| Prepaid expenses and other receivables | |
| 7,143 | | |
| 8,047 | |
| | |
| 10,920 | | |
| 10,026 | |
| ($000s) | |
January 1, 2022 | | |
Fair value through other comprehensive income (loss) | | |
Loss of associate | | |
Impairment | | |
Additions | | |
September 30, 2022 | |
| Current assets: | |
| | |
| | |
| | |
| | |
| | |
| |
| Investments in marketable securities | |
| 3,367 | | |
| (72 | ) | |
| - | | |
| - | | |
| - | | |
| 3,295 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Non-current assets: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Investment in associate | |
| 2,429 | | |
| - | | |
| (142 | ) | |
| (873 | )(a) | |
| 39 | (b) | |
| 1,453 | |
| ($000s) | |
January 1, 2021 | | |
Fair value through other comprehensive income (loss) | | |
Loss of associate | | |
Impairment | | |
Additions | | |
December 31, 2021 | |
| Current assets: | |
| | |
| | |
| | |
| | |
| | |
| |
| Investments in marketable securities | |
| 3,826 | | |
| (459 | ) | |
| - | | |
| - | | |
| - | | |
| 3,367 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Non-current assets: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Investment in associate | |
| 2,611 | | |
| - | | |
| (221 | ) | |
| | | |
| 39 | (c) | |
| 2,429 | |
The
Company holds common shares of several mining companies that were received as consideration for optioned mineral properties and other
short-term investments, including one gold exchange traded receipt. These financial assets are recorded at fair value of $3.3 million
(December 31, 2021 - $3.4 million) in the consolidated statements of financial position. At September 30, 2022, the Company revalued
its holdings in its investments and recorded a fair value decrease of $0.07 million in the statement of operations and comprehensive
income (loss).
Investment
in associate relates to Paramount Gold Nevada Corp (“Paramount”). As at September 30, 2022, the Company holds a 5.65% (December
31, 2021 – 6.4%) interest in Paramount for which it accounts using the equity method on the basis that the Company has the ability
to exert significant influence through its representation on Paramount’s board of directors. During the nine months ended September
30, 2022, the Company recorded its proportionate share of Paramount’s net loss of $0.1 million (nine months ended September 30,
2021 – $0.2 million) within equity loss of associate on the consolidated statements of operations and comprehensive income (loss).
As at September 30, 2022, the carrying value of the Company’s investment in Paramount was $1.5 million (December 31, 2021 - $2.4
million).
| 7. | Convertible
notes receivable |
In
September 2019, the Company participated in a private placement to purchase US$410,000, at face value, of secured convertible notes issued
by Paramount. Each convertible note had an issue price of US$975 per US$1,000 face value with a four-year maturity. The Company purchased
410 convertible notes for a total of $0.5 million (US$399,750). The convertible notes bear interest at a rate of 7.5% per annum, payable
semi-annually. Paramount has the option to settle the interest in whole or in part in either cash or common shares. At any time after
the issuance of the convertible notes, the Company can convert all or any portion of the outstanding amount into common shares of Paramount
at a price of US$1.00 per common share. The convertible notes receivable is recorded at fair value through profit or loss.
As
at September 30, 2022 the fair value of the convertible notes receivable was $0.6 million (December 31, 2021 - $0.6 million). The fair
value was determined using the binomial option pricing model using the following assumptions: risk-free rate of 3.04%, 1 year expected
remaining life of the convertible note, volatility of 52% based on Paramount stock price volatility, forfeiture rate of nil, and dividend
yield of nil.
| 8. | Long-term
receivables and other assets |
| ($000s) | |
September 30, 2022 | | |
December 31, 2021 | |
| BC Hydro 1 | |
| 38,500 | | |
| - | |
| Canadian Exploration Expenses (Note 18) | |
| 9,254 | | |
| 9,172 | |
| British Columbia Mineral Exploration Tax Credit 2 | |
| 3,866 | | |
| 3,866 | |
| | |
| 51,620 | | |
| 13,038 | |
| 9. | Mineral
interests, property and equipment |
| ($000s) | |
Mineral interests | | |
Construction in progress | | |
Property & equipment 1 | | |
Right-of-use assets 2 | | |
Total | |
| Cost | |
| | |
| | |
| | |
| | |
| |
| As at January 1, 2021 | |
| 591,446 | | |
| - | | |
| - | | |
| 307 | | |
| 591,753 | |
| Additions | |
| 40,559 | | |
| 27,061 | | |
| 3,080 | | |
| 100 | | |
| 70,800 | |
| As at December 31, 2021 | |
| 632,005 | | |
| 27,061 | | |
| 3,080 | | |
| 407 | | |
| 662,553 | |
| Additions | |
| 27,230 | | |
| 110,817 | | |
| 4,459 | | |
| 1,936 | | |
| 144,442 | |
| As at September 30, 2022 | |
| 659,235 | | |
| 137,878 | | |
| 7,539 | | |
| 2,343 | | |
| 806,995 | |
| Accumulated Depreciation | |
| | | |
| | | |
| | | |
| | | |
| | |
| As at January 1, 2021 | |
| - | | |
| - | | |
| - | | |
| 72 | | |
| 72 | |
| Depreciation expense | |
| - | | |
| - | | |
| 117 | | |
| 85 | | |
| 202 | |
| As at December 31, 2021 | |
| - | | |
| - | | |
| 117 | | |
| 157 | | |
| 274 | |
| Depreciation expense 1, 2 | |
| - | | |
| - | | |
| 302 | | |
| 236 | | |
| 538 | |
| As at September 30, 2022 | |
| - | | |
| - | | |
| 419 | | |
| 393 | | |
| 812 | |
| Net Book Value | |
| | | |
| | | |
| | | |
| | | |
| | |
| As at December 31, 2021 | |
| 632,005 | | |
| 27,061 | | |
| 2,963 | | |
| 250 | | |
| 662,279 | |
| As at September 30, 2022 | |
| 659,235 | | |
| 137,878 | | |
| 7,120 | | |
| 1,950 | | |
| 806,183 | |
Mineral
interests, property and equipment additions by project are as follows.
| | |
| | |
Nine months ended September 30, 2022 | | |
| |
| ($000s) | |
January 1, 2022 | | |
Mineral interests | | |
Construction in progress | | |
Property & equipment | | |
Right-of-use assets | | |
Total Additions | | |
September 30, 2022 | |
| Additions | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| KSM 1, 2 | |
| 502,015 | | |
| 16,452 | | |
| 110,817 | | |
| 4,459 | | |
| 1,612 | | |
| 133,340 | | |
| 635,355 | |
| Courageous Lake | |
| 77,176 | | |
| 522 | | |
| - | | |
| - | | |
| - | | |
| 522 | | |
| 77,698 | |
| Iskut | |
| 41,779 | | |
| 6,387 | | |
| - | | |
| - | | |
| - | | |
| 6,387 | | |
| 48,166 | |
| Snowstorm | |
| 31,471 | | |
| 2,632 | | |
| - | | |
| - | | |
| - | | |
| 2,632 | | |
| 34,103 | |
| 3 Aces | |
| 9,034 | | |
| 1,237 | | |
| - | | |
| - | | |
| - | | |
| 1,237 | | |
| 10,271 | |
| Grassy Mountain | |
| 771 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 771 | |
| Corporate | |
| 307 | | |
| - | | |
| - | | |
| - | | |
| 324 | | |
| 324 | | |
| 631 | |
| | |
| 662,553 | | |
| 27,230 | | |
| 110,817 | | |
| 4,459 | | |
| 1,936 | | |
| 144,442 | | |
| 806,995 | |
| | |
| | |
Year ended December 31, 2021 | | |
| |
| ($000s) | |
January 1, 2021 | | |
Mineral interests | | |
Construction in progress | | |
Property & equipment | | |
Right-of-use assets | | |
Total Additions | | |
December 31, 2021 | |
| Additions | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| KSM 3 | |
| 444,167 | | |
| 27,607 | | |
| 27,061 | | |
| 3,080 | | |
| 100 | | |
| 57,848 | | |
| 502,015 | |
| Courageous Lake | |
| 76,522 | | |
| 654 | | |
| - | | |
| - | | |
| - | | |
| 654 | | |
| 77,176 | |
| Iskut | |
| 37,949 | | |
| 3,830 | | |
| - | | |
| - | | |
| - | | |
| 3,830 | | |
| 41,779 | |
| Snowstorm | |
| 24,924 | | |
| 6,547 | | |
| - | | |
| - | | |
| - | | |
| 6,547 | | |
| 31,471 | |
| 3 Aces | |
| 7,113 | | |
| 1,921 | | |
| - | | |
| - | | |
| - | | |
| 1,921 | | |
| 9,034 | |
| Grassy Mountain | |
| 771 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 771 | |
| Corporate | |
| 307 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 307 | |
| | |
| 591,753 | | |
| 40,559 | | |
| 27,061 | | |
| 3,080 | | |
| 100 | | |
| 70,800 | | |
| 662,553 | |
Continued
exploration of the Company’s mineral properties is subject to certain lease payments, project holding costs, rental fees and filing
fees.
In
2001, the Company purchased a 100% interest in contiguous claim blocks in the Skeena Mining Division, British Columbia. The vendor maintains
a 1% net smelter royalty interest on the project, subject to maximum aggregate royalty payments of $4.5 million. The Company is obligated
to purchase the net smelter royalty interest for the price of $4.5 million in the event that a positive feasibility study demonstrates
a 10% or higher internal rate of return after tax and financing costs.
In
2011 and 2012, the Company completed agreements granting a third party an option to acquire a 2% net smelter royalty on all gold and
silver production sales from KSM for a payment equal to the lesser of $160 million or US$200 million. The option is exercisable for a
period of 60 days following the announcement of receipt of all material approvals and permits, full project financing and certain other
conditions for the KSM Project.
In
December 2020, the Company purchased the Snowfield (renamed East Mitchell) property from Pretium Resources Inc. The East Mitchell property,
located in the same valley that hosts KSM’s Mitchell deposit, was purchased for US$100 million ($127.5 million) in cash, a 1.5% net smelter
royalty on East Mitchell property production, and a conditional payment of US$20 million, payable following the earlier of (i) commencement
of commercial production from East Mitchell property, and (ii) announcement by the Company of a bankable feasibility study which includes
production of reserves from the East Mitchell property. US$15 million of the conditional payment can be credited against future royalty
payments.
In
2002, the Company purchased a 100% interest in the Courageous Lake gold project from Newmont Canada Limited and Total Resources (Canada)
Limited. The Courageous Lake gold project consists of mining leases located in Northwest Territories of Canada.
On
June 21, 2016, the Company purchased 100% of the common shares of SnipGold Corp. which owns the Iskut Project, located in northwestern
British Columbia.
In
2017, the Company purchased 100% of the common shares of Snowstorm Exploration LLC which owns the Snowstorm Project, located in northern
Nevada. In connection with the acquisition, the Company has agreed to make a conditional cash payment of US$2.5 million if exploration
activities at the Snowstorm Project result in defining a minimum of five million ounces of gold resources compliant with National Instrument
43-101 and a further cash payment of US$5.0 million on the delineation of an additional five million ounces of gold resources.
In
2020, the Company acquired a 100% interest in the 3 Aces gold project in the Yukon, Canada from Golden Predator Mining Corp. through
the issuance of 300,000 common shares valued at $6.6 million. Should the project attain certain milestones, including the confirmation
of a National Instrument 43-101 compliant mineral resource of 2.5 million ounces of gold, the Company will pay an additional $1 million,
and upon confirmation of an aggregate mineral resource of 5 million ounces of gold, the Company will pay an additional $1.25 million.
In
2013, the Company sold 100% of its interest in the Grassy Mountain Project with a net book value of $0.8 million retained within mineral
properties, related to the option to either receive, at the discretion of the Company, a 10% net profits interest royalty or a $10 million
cash payment. Settlement is due four months after the later of: the day that the Company receives a feasibility study on the project;
and the day that the Company is notified that permitting and bonding for the mine is in place. The current owner of the Grassy Mountain
Project is Paramount who completed a feasibility study in 2020 but they have not notified the Company that permitting and bonding for
the mine is in place.
| 10. | Accounts
payable and accrued liabilities |
| ($000s) | |
September 30, 2022 | | |
December 31, 2021 | |
| Trade payables | |
| 24,071 | | |
| 10,190 | |
| Trade and other payables due to related parties | |
| 112 | | |
| 136 | |
| Non-trade payables and accrued expenses 1 | |
| 34,909 | | |
| 1,839 | |
| | |
| 59,092 | | |
| 12,165 | |
| 11. | Provision
for reclamation liabilities |
| ($000s) | |
September 30, 2022 | | |
December 31, 2021 | |
| Beginning of the period | |
| 8,442 | | |
| 6,164 | |
| Disbursements | |
| (2,992 | ) | |
| (3,320 | ) |
| Environmental rehabilitation (recovery) expense | |
| 99 | | |
| 5,515 | |
| Accretion | |
| 53 | | |
| 83 | |
| End of the period | |
| 5,602 | | |
| 8,442 | |
| | |
| | | |
| | |
| Provision for reclamation liabilities - current | |
| 2,880 | | |
| 3,680 | |
| Provision for reclamation liabilities - long-term | |
| 2,722 | | |
| 4,762 | |
| | |
| 5,602 | | |
| 8,442 | |
The
estimate of the provision for reclamation obligations, as at September 30, 2022, was calculated using the estimated discounted cash flows
of future reclamation costs of $5.6 million (December 31, 2021 - $8.4 million) and the expected timing of cash flow payments required
to settle the obligations between 2022 and 2026. As at September 30, 2022, the undiscounted future cash outflows are estimated at $6.0
million (December 31, 2021 - $8.2 million) primarily over the next three years. The nominal discount rate used to calculate the present
value of the reclamation obligations was 3.76% at September 30, 2022 (0.9% - December 31, 2021). During the nine months ended September
30, 2022, reclamation disbursements amounted to $3.0 million (nine months ended September 30, 2021 - $2.0 million).
In
2021, the Company updated the closure plan for the Johnny Mountain mine site and charged an additional $5.4 million of rehabilitation
expenses to the consolidated statements of operations and comprehensive income (loss). Expenditures include the estimated costs for the
closure of all adits and vent raises, removal of the mill and buildings, treatment of landfills and surface water management as well
as ongoing logistics, freight and fuel costs.
In
2022, the Company placed $5.4 million on deposit as security for the reclamation obligations at KSM. As at September 30, 2022, the Company
has placed a total of $20.6 million (December 31, 2021 - $15.2 million) on deposit with financial institutions or with government regulators
that are pledged as security against reclamation liabilities. The deposits are recorded on the consolidated statements of financial position
as reclamation deposit. As at September 30, 2022, the Company had $7.9 million (December 31, 2021, $3.0 million) of uncollateralized
surety bond, issued pursuant to arrangements with an insurance company, in support of environmental closure costs obligations related
to the KSM project.
| 12. | Secured
note liability |
On
February 25, 2022, the Company, through its wholly-owned subsidiary, KSM Mining ULC (“KSMCo”) signed a definitive agreement
to sell a secured note (“secured note”) that is to be exchanged at maturity for a silver royalty on its 100% owned KSM Project
(“KSM”) to institutional investors (“Investors”) for US$225 million. The transaction closed on March 24, 2022.
The key terms of the secured note include:
| ● | When
the secured note matures, the Investors will use all of the principal amount repaid on maturity to purchase a 60% gross silver royalty
(the “Silver Royalty”) maturity occurs upon the first to occur of: |
| a) | Commercial
production being achieved at KSM; and |
| b) | Either
the 10-year anniversary, or if the Environmental Assessment Certificate (“EAC”) expires and the Investors do not exercise
their right to put the secured note to the Company, the 13-year anniversary of the issue date of the secured note. |
| ● | Prior
to its maturity, the secured note bears interest at 6.5% per annum, payable quarterly in
arrears. The Company can elect to satisfy interest payments in cash or by delivering common
shares. |
| ● | The
Company has the option to buyback 50% of the Silver Royalty, once exchanged on or before
3 years after commercial production has been achieved, for an amount that provides the Investors
a minimum guaranteed annualized return. |
| ● | If
project financing to develop, construct and place KSM into commercial production is not in
place by the fifth anniversary from closing, the Investors can put the secured note back
to the Company for US$232.5 million, with the Company able to satisfy such amount in cash
or by delivering common shares at its option. This right expires once such project financing
is in place. If the Investors exercise this put right, the Investors’ right to purchase
the Silver Royalty terminates. |
| ● | If
KSM’s EAC expires at anytime while the secured note is outstanding, the Investors can
put the secured note back to the Company for US$247.5 million at any time over the following
nine months, with the Company able to satisfy such amount in cash or by delivering common
shares at its option. If the Investors exercise this put right, the Investors’ right
to purchase the Silver Royalty terminates. |
| ● | If
commercial production is not achieved at KSM prior to the tenth anniversary from closing,
the Silver Royalty payable to the Investors will increase to a 75% gross silver royalty (if
the EAC expires during the term of the secured note and the corresponding put right is not
exercised by the Investors, this uplift will occur at the thirteenth anniversary from closing). |
| ● | No
amount payable shall be paid in common shares if, after the payment, any of the Investors
would own more than 9.9% of the Company’s outstanding shares. |
| ● | The
Company’s obligations under the secured note are secured by a charge over all of the
assets of KSMCo and a limited recourse guarantee from the Company secured by a pledge of
the shares of KSMCo. |
A
number of the above noted options within the agreement represent embedded derivatives. Management has elected to not separate these embedded
derivatives from the underlying host secured note, and instead account for the entire secured note as a financial liability at fair value
through profit or loss.
The
Company entered into the loan commitment within the scope of IFRS 9 ‘Financial Instruments’ on February 25, 2022 related
to the secured note, as at that date, the Company and the Investors were committed under pre-specified terms and conditions to complete
the transaction. The loan commitment was initially recognized at a fair value of US $225 million. Upon funding of the secured note on
March 24, 2022, the loan commitment was settled with no gain or loss recognized.
The
secured note was recognized at its estimated fair value at initial recognition of $282.3 million (US $225 million) using a Monte Carlo
simulation model. This incorporated several scenarios and probabilities of the EAC expiring, achieving commercial production and securing
project financing, forecasted silver prices and the discount rates. At September 30, 2022, the fair value of the secured note decreased,
and the Company recorded an $82.3 million gain on the remeasurement. The decrease in fair value was primarily due to the increase in
discount rates and updated forecast production schedule. The fair value of the secured note was estimated using Level 3 inputs and is
most sensitive to changes in discount rates, future silver prices, and forecasted silver production.
Significant
inputs and assumptions into this model are summarized in the following table.
| Inputs and Assumption | |
| March 24,
2022 | | |
| September 30,
2022 | |
| Weighted Average Life 1 | |
| 23.5 years | | |
| 44.7 years | |
| Risk-free rate | |
| 2.5 | % | |
| 3.2 | % |
| Credit spread | |
| 5.2 | % | |
| 6.4 | % |
| Volatility | |
| 60 | % | |
| 60 | % |
| Silver royalty discount factor | |
| 7.1 | % | |
| 8.6 | % |
The
carrying amount for the secured note is as follows:
| ($000s) | |
Secured Note | |
| Fair value at inception | |
| 282,263 | |
| Add (deduct): | |
| | |
| Unrealized change in fair value | |
| (82,337 | ) |
| Foreign currency translation loss | |
| 20,734 | |
| Carrying value and fair value on September 30, 2022 | |
| 220,660 | |
Sensitivity
Analysis:
For
the fair value of the secured note, reasonably possible changes at the reporting date to one of the significant inputs, holding other
inputs constant, would have the following effects:
| Key
Inputs | |
Inter-relationship
between significant inputs and fair value measurement | |
Increase
(decrease) (millions) | |
| Key
observable inputs | |
The
estimated fair value would increase (decrease) if: | |
| | |
| ● Silver price forward curve | |
● Future silver prices were 10% higher | |
$ | 15.0 | |
| |
● Future silver prices were 10% lower | |
$ | (8.8 | ) |
| ● Discount rates (7.9% - 9.2%) | |
● Discount rates were 1% higher | |
$ | (17.0 | ) |
| |
● Discount rates were 1% lower | |
$ | 19.6 | |
| Key
unobservable inputs | |
| |
| | |
| ● Forecasted silver production | |
● Silver production indicated silver ounces were 10% higher | |
$ | 7.9 | |
| | |
● Silver production indicated silver ounces were 10% lower | |
$ | (7.4 | ) |
The
fair value of the secured note has been calculated using a Monte Carlo simulation model.
The
Company is authorized to issue an unlimited number of preferred shares and common shares with no par value. No preferred shares have
been issued or were outstanding at September 30, 2022 or December 31, 2021.
The
Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the
acquisition, exploration and development of mineral properties. The Board of Directors does not establish quantitative return on capital
criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.
The
properties in which the Company currently has an interest are in the exploration stage, as such the Company is dependent on external
financing to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Company will spend
its existing working capital and raise additional amounts as needed.
Management
reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company,
is reasonable. There were no changes in the Company’s approach to capital management during 2022. The Company considers its capital to
be share capital, stock-based compensation, warrants, contributed surplus and deficit. The Company is not subject to externally imposed
capital requirements.
In
2019, the Company entered into an agreement with two securities dealers, for an At-The-Market offering program, entitling the Company,
at its discretion, and from time to time, to sell up to US$40 million in value of common shares of the Company. In 2020, the Company
issued 1,327,046 shares, at an average selling price of $21.94 per share, for net proceeds of $28.5 million under the Company’s
At-The-Market offering.
During
the first quarter of 2021, the Company entered into a new agreement with two securities dealers, for an At-The-Market offering program,
entitling the Company, at its discretion, and from time to time, to sell up to US$75 million in value of common shares of the Company.
This program can be in effect until the Company’s current US$775 million Shelf Registration Statement expires in January 2023.
In 2021, the Company issued 2,242,112 shares, at an average selling price of $22.71 per share, for net proceeds of $49.9 million under
the Company’s At-The-Market offering. During the nine months ended September 30, 2022, the Company issued 997,508 shares, at an
average selling price of $22.83 per share, for net proceeds of $22.3 million under the Company’s At-The-Market offering.
In
June 2021, the Company issued 350,000 flow-through common shares at $28.06 per common share for aggregate gross proceeds of $9.8 million.
The Company committed to renounce its ability to deduct qualifying exploration expenditures for the equivalent value of the gross proceeds
of the flow-through financing and transfer the deductibility to the purchasers of the flow-through shares. The effective date of the
renouncement was December 31, 2021. At the time of issuance of the flow-through shares, $1.5 million premium was recognized as a liability
on the consolidated statements of financial position. During 2021, the Company incurred $1.1 million of qualifying exploration expenditures
and $0.2 million of the premium was recognized through other income on the consolidated statements of operations and comprehensive income
(loss). During the nine months ended September 30, 2022, the Company incurred $6.1 million of qualifying exploration expenditures and
$0.9 million of the premium was recognized through other income on the consolidated statements of operations and comprehensive income
(loss).
In
June 2020, the Company issued 345,000 flow-through common shares at $32.94 per common share for aggregate gross proceeds of $11.4 million.
The Company committed to renounce its ability to deduct qualifying exploration expenditures for the equivalent value of the gross proceeds
of the flow-through financing and transfer the deductibility to the purchasers of the flow-through shares. The effective date of the
renouncement was December 31, 2020. In accordance with draft legislation released on December 16, 2020 in relation to the COVID-19 pandemic,
a 12-month extension was provided to the normal timelines in which the qualifying exploration expenditures should be incurred. At the
time of issuance of the flow-through shares, $3.9 million premium was recognized as a liability on the consolidated statements of financial
position. During 2020, the Company incurred $4.7 million of qualifying exploration expenditures and $1.6 million of the premium was recognized
through other income on the consolidated statements of operations and comprehensive income (loss). During 2021, the Company incurred
$6.5 million of qualifying exploration expenditures and $2.2 million of the premium was recognized through other income on the consolidated
statements of operations and comprehensive income (loss). During the first quarter of 2022, the Company incurred $0.2 million of qualifying
exploration expenditures and the remaining $0.1 million of the premium was recognized through other income on the consolidated statements
of operations and comprehensive income (loss).
| b) | Stock
options and Restricted share units |
The
Company provides compensation to directors and employees in the form of stock options and Restricted Share Units (“RSU”s).
Pursuant
to the Share Option Plan, the Board of Directors has the authority to grant options, and to establish the exercise price and life of
the option at the time each option is granted, at a price not less than the closing price of the common shares on the Toronto Stock Exchange
on the date of the grant of such option and for a period not exceeding five years. All exercised options are settled in equity. Pursuant
to the Company’s RSU Plan, the Board of Directors has the authority to grant RSUs, and to establish terms of the RSUs including
the vesting criteria and the life of the RSU. The life of the RSU is not to exceed two years.
Stock
options and RSU transactions were as follows:
| | |
Options | | |
RSUs | | |
Total | |
| | |
Number of Options | | |
Weighted
Average
Exercise
Price ($) | | |
Amortized
Value of
options
($000s) | | |
Number of RSUs | | |
Amortized
Value of
RSUs
($000s) | | |
Stock-based
Compensation
($000s) | |
| Outstanding January 1, 2022 | |
| 1,023,334 | | |
| 14.61 | | |
| 8,125 | | |
| 173,800 | | |
| 572 | | |
| 8,697 | |
| Granted | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Exercised option or vested RSU | |
| (186,007 | ) | |
| 14.29 | | |
| (1,447 | ) | |
| (148,800 | ) | |
| (3,172 | ) | |
| (4,619 | ) |
| Expired | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Amortized value of stock-based compensation | |
| - | | |
| - | | |
| - | | |
| - | | |
| 2,654 | | |
| 2,654 | |
| Outstanding at September 30, 2022 | |
| 837,327 | | |
| 14.69 | | |
| 6,678 | | |
| 25,000 | | |
| 54 | | |
| 6,732 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Exercisable at September 30, 2022 | |
| 837,327 | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
Options | | |
RSUs | | |
Total | |
| | |
Number of Options | | |
Weighted
Average
Exercise
Price ($) | | |
Amortized
Value of
options
($000s) | | |
Number of RSUs | | |
Amortized
Value of
RSUs
($000s) | | |
Stock-based
Compensation
($000s) | |
| Outstanding at January 1, 2021 | |
| 2,611,691 | | |
| 12.51 | | |
| 22,524 | | |
| 135,450 | | |
| 487 | | |
| 23,011 | |
| Granted | |
| - | | |
| - | | |
| - | | |
| 173,800 | | |
| 573 | | |
| 573 | |
| Exercised option or vested RSU | |
| (1,585,501 | ) | |
| 11.17 | | |
| (14,370 | ) | |
| (135,450 | ) | |
| (3,413 | ) | |
| (17,783 | ) |
| Expired | |
| (2,856 | ) | |
| 6.30 | | |
| (37 | ) | |
| - | | |
| - | | |
| (37 | ) |
| Amortized value of stock-based compensation | |
| - | | |
| - | | |
| 8 | | |
| - | | |
| 2,925 | | |
| 2,933 | |
| Outstanding at December 31, 2021 | |
| 1,023,334 | | |
| 14.61 | | |
| 8,125 | | |
| 173,800 | | |
| 572 | | |
| 8,697 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Exercisable at December 31, 2021 | |
| 1,023,334 | | |
| | | |
| | | |
| | | |
| | | |
| | |
The
outstanding share options at September 30, 2022 expire on various dates between December 2022 and June 2024. A summary of options outstanding,
their remaining life and exercise prices as at September 30, 2022 is as follows:
| | | |
Options Outstanding | | |
| |
Options Exercisable | |
| | | |
Number | | |
Remaining | |
Number | |
| Exercise price | | |
outstanding | | |
contractual life | |
Exercisable | |
| $ | 13.14 | | |
| 359,827 | | |
3 months | |
| 359,827 | |
| $ | 16.94 | | |
| 50,000 | | |
1 year 1 months | |
| 50,000 | |
| $ | 15.46 | | |
| 377,500 | | |
1 year 3 months | |
| 377,500 | |
| $ | 17.72 | | |
| 50,000 | | |
1 year 9 months | |
| 50,000 | |
| | | | |
| 837,327 | | |
| |
| 837,327 | |
During the nine months ended September
30, 2022, 186,007 options were exercised for proceeds of $2.7 million and 186,007 common shares were issued. The weighted average share
price at the date of exercise of options exercised during the period was $23.47. Subsequent to the quarter end, 100,000 options were exercised.
In December 2021, 123,800 RSUs
were granted. Of these, 28,000 RSUs were granted to Board members, 75,200 RSUs were granted to members of senior management, and the remaining
20,600 RSUs were granted to other employees of the Company. The fair value of the grants, of $2.6 million, was estimated as at the grant
date to be amortized over the expected service period of the grants. The expected service period of approximately four months from the
date of the grant was dependent on certain corporate objectives being met. Of the $2.6 million fair value of the grants, $0.4 million
was amortized during the fourth quarter 2021, and the remaining $2.2 million was amortized during the first quarter of 2022. During the
second quarter of 2022, 128,800 RSUs were vested and 119,800 RSUs were exchanged for common shares of the Company.
During the second quarter of
2021, 10,000 RSUs were granted to a Board member. Half of the RSUs vested on the first anniversary of the appointment and the remaining
half on the second anniversary. The fair value of the grants, of $0.2 million, was estimated as at the grant date to be amortized over
the expected service period of the grants. During the second quarter of 2022, 5,000 RSUs were vested, and as at September 30, 2022, $0.1
million of the fair value of the grants was amortized.
During the third and fourth quarter of
2021, 40,000 RSUs were granted to three new members of senior management. Half of the RSUs will vest on the first anniversary of employment
and the remaining half on the second anniversary. The fair value of the grants, of $0.9 million, was estimated at the grant date to be
amortized over the expected service period of the grants. During the current quarter, 20,000 RSUs were vested, and as at September 30,
2022, $0.5 million of the fair value of the grants was amortized.
| c) | Basic
and diluted net loss per common share |
Basic
and diluted net income attributable to common shareholders of the Company for the nine months period ended September 30, 2022 was $25.4
million (nine months ended September 30, 2021 - $9.4 million net income).
Earnings
per share has been calculated using the weighted average number of common shares and common share equivalents issued and outstanding
during the period. Stock options are reflected in diluted earnings per share by application of the treasury method. The following table
details the weighted average number of outstanding common shares for the purpose of computing basic and diluted earnings per common share
for the following periods:
| | |
Three months ended
September 30, | | |
Nine months ended
September 30, | |
| | |
2022 | | |
2021 | | |
2022 | | |
2021 | |
| Weighted average number of common shares outstanding | |
| 80,282,633 | | |
| 77,113,125 | | |
| 79,897,513 | | |
| 75,759,358 | |
| Dilutive effect of options 1 | |
| 737,327 | | |
| 1,814,164 | | |
| 737,327 | | |
| 1,814,164 | |
| Dilutive effect of RSUs 1 | |
| 25,000 | | |
| - | | |
| 25,000 | | |
| - | |
| | |
| 81,044,960 | | |
| 78,927,289 | | |
| 80,659,840 | | |
| 77,573,522 | |
| 1) | As
at September 30, 2022, there was a total of 737,327 dilutive stock options and 25,000 dilutive RSUs outstanding (September 30, 2021 –
1,814,167 dilutive stock options and nil RSUs). |
Adjustment
for other non-cash items within operating activities:
| | |
| |
Three
months ended
September 30, | | |
Nine
months ended
September 30, | |
| ($000s) | |
Notes | |
2022 | | |
2021 | | |
2022 | | |
2021 | |
| Impairment of investment in associate | |
6 | |
| - | | |
| - | | |
| 873 | | |
| - | |
| Equity loss of associate | |
6 | |
| 53 | | |
| 47 | | |
| 143 | | |
| 179 | |
| Environmental rehabilitation expense | |
11 | |
| 141 | | |
| - | | |
| 99 | | |
| (43 | ) |
| Unrealized gain on convertible notes receivable | |
7 | |
| (49 | ) | |
| (11 | ) | |
| (40 | ) | |
| (93 | ) |
| Accrued interest income on convertible notes
receivable | |
7 | |
| (20 | ) | |
| (19 | ) | |
| (39 | ) | |
| (39 | ) |
| Depreciation | |
9 | |
| - | | |
| 21 | | |
| 95 | | |
| 64 | |
| Finance costs, net | |
| |
| 19 | | |
| 7 | | |
| 53 | | |
| 76 | |
| Effects of exchange
rate fluctuation on cash and cash equivalents | |
| |
| (1,957 | ) | |
| (158 | ) | |
| (3,331 | ) | |
| 161 | |
| | |
| |
| (1,813 | ) | |
| (113 | ) | |
| (2,147 | ) | |
| 305 | |
| 15. | Fair
value of financial assets and liabilities |
The
Company’s fair values of financial assets and liabilities were as follows:
| | |
September 30, 2022 | |
| ($000s) | |
Carrying Amount | | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total Fair Value | |
| Assets | |
| | |
| | |
| | |
| | |
| |
| Cash and cash equivalents | |
| 66,164 | | |
| 66,164 | | |
| - | | |
| - | | |
| 66,164 | |
| Amounts receivable | |
| 9,513 | | |
| 9,513 | | |
| - | | |
| - | | |
| 9,513 | |
| Investment in marketable securities | |
| 3,295 | | |
| 3,295 | | |
| - | | |
| - | | |
| 3,295 | |
| Convertible notes receivable | |
| 647 | | |
| - | | |
| - | | |
| 647 | | |
| 647 | |
| Long-term receivables | |
| 51,620 | | |
| 51,620 | | |
| - | | |
| - | | |
| 51,620 | |
| | |
| 131,239 | | |
| 130,592 | | |
| - | | |
| 647 | | |
| 131,239 | |
| Liabilities | |
| | | |
| | | |
| | | |
| | | |
| | |
| Accounts payable and accrued liabilities | |
| 59,092 | | |
| 59,092 | | |
| - | | |
| - | | |
| 59,092 | |
| Secured note | |
| 220,660 | | |
| - | | |
| - | | |
| 220,660 | | |
| 220,660 | |
| | |
| 279,752 | | |
| 59,092 | | |
| - | | |
| 220,660 | | |
| 279,752 | |
| | |
December 31, 2021 | |
| ($000s) | |
Carrying Amount | | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total Fair Value | |
| Assets | |
| | |
| | |
| | |
| | |
| |
| Cash and cash equivalents | |
| 11,523 | | |
| 11,523 | | |
| - | | |
| - | | |
| 11,523 | |
| Short-term deposits | |
| 29,243 | | |
| 29,243 | | |
| - | | |
| - | | |
| 29,243 | |
| Amounts receivable and prepaid expenses | |
| 5,229 | | |
| 5,229 | | |
| - | | |
| - | | |
| 5,229 | |
| Investment in marketable securities | |
| 3,367 | | |
| 3,367 | | |
| - | | |
| - | | |
| 3,367 | |
| Convertible notes receivable | |
| 606 | | |
| - | | |
| - | | |
| 606 | | |
| 606 | |
| Long-term receivables | |
| 13,038 | | |
| 13,038 | | |
| - | | |
| - | | |
| 13,038 | |
| | |
| 63,006 | | |
| 62,400 | | |
| - | | |
| 606 | | |
| 63,006 | |
| Liabilities | |
| | | |
| | | |
| | | |
| | | |
| | |
| Accounts payable and accrued liabilities | |
| 12,165 | | |
| 12,165 | | |
| - | | |
| - | | |
| 12,165 | |
| | |
| 12,165 | | |
| 12,165 | | |
| - | | |
| - | | |
| 12,165 | |
The
Company’s financial risk exposures and the impact on the Company’s financial instruments are summarized below:
Credit
Risk
The
Company’s credit risk is primarily attributable to short-term deposits, convertible notes receivable, and receivables included in amounts
receivable and prepaid expenses. The Company has no significant concentration of credit risk arising from operations. The short-term
deposits consist of Canadian Schedule I bank guaranteed notes, with terms up to one year but are cashable in whole or in part with interest
at any time to maturity, for which management believes the risk of loss to be remote. Management believes that the risk of loss with
respect to financial instruments included in amounts receivable and prepaid expenses to be remote.
Liquidity
Risk
The
Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at
September 30, 2022, the Company had cash and cash equivalents of $66.2 million and short-term deposits of $136.8 million (December 31,
2021 - $11.5 million and $29.2 million, respectively) for settlement of current financial liabilities of $59.1 million (December 31,
2021 - $12.2 million). Except for the secured note liability and the reclamation obligations, the Company’s financial liabilities primarily
have contractual maturities of 30 days and are subject to normal trade terms. The Company’s ability to fund its operations and
capital expenditures and other obligations as they become due is dependent upon market conditions.
As
the Company does not generate cash inflows from operations, the Company is dependent upon external sources of financing to fund its exploration
projects and on-going activities. If required, the Company will seek additional sources of cash to cover its proposed exploration and
development programs at its key projects, in the form of equity financing and from the sale of non-core assets. Refer to note 13 for
details on equity financing.
Market
Risk
(a)
Interest Rate Risk
Interest
rate risk is the risk that the future cash flows of a financial instrument or its fair value will fluctuate because of changes in market
interest rates. The secured note liability (Note 12) bears interest at a fixed rate of 6.5% per annum. The Company’s current policy is
to invest excess cash in Canadian bank guaranteed notes (short-term deposits). The short-term deposits can be cashed in at any time and
can be reinvested if interest rates rise.
(b)
Foreign Currency Risk
The
Company’s functional currency is the Canadian dollar and major purchases are transacted in Canadian and US dollars. The secure note liability
and the related interest payments are denominated in US dollars. The Company has the option to pay the interest either in cash or in
shares. The Company also funds certain operations, exploration and administrative expenses in the United States on a cash call basis
using US dollar cash on hand or converted from its Canadian dollar cash. Management believes the foreign exchange risk derived from currency
conversions is not significant to its operations and has not entered into any foreign exchange hedges. As at September 30, 2022, the
Company had cash and cash equivalents, short-term deposits, investment in associate, convertible notes receivable, reclamation deposits,
accounts payable, accrued liabilities and secured note that are in US dollars.
(c)
Investment Risk
The
Company has investments in other publicly listed exploration companies which are included in investments. These shares were received
as option payments on certain exploration properties the Company owns or has sold. In addition, the Company holds $3.2 million in a gold
exchange traded receipt that is recorded on the consolidated statements of financial position in investments. The risk on these investments
is significant due to the nature of the investment but the amounts are not significant to the Company.
| 16. | Corporate
and administrative expenses |
| | |
Three months ended September 30, | | |
Nine months ended September 30, | |
| ($000s) | |
2022 | | |
2021 | | |
2022 | | |
2021 | |
| Employee compensation | |
| 1,404 | | |
| 1,001 | | |
| 3,944 | | |
| 3,035 | |
| Stock-based compensation | |
| 139 | | |
| - | | |
| 2,654 | | |
| 2,934 | |
| Professional fees | |
| 689 | | |
| 454 | | |
| 1,544 | | |
| 1,013 | |
| Other general and administrative | |
| 754 | | |
| 383 | | |
| 2,313 | | |
| 1,644 | |
| | |
| 2,986 | | |
| 1,838 | | |
| 10,455 | | |
| 8,626 | |
| 17. | Related
party disclosures |
During
the nine months ended September 30, 2022, the Company received 55,322 common shares of Paramount for payment of interest on the secured
convertible notes (nine months ended September 30, 2021 – 30,086 common shares). There were no other transactions with related
parties other than compensation paid to key management personnel.
As
reported in the Company’s prior year financial statements, in 2019 the Company received a notice from the CRA that it proposed
to reduce the amount of expenditures reported, as Canadian Exploration Expenses (CEE) for the three-year period
ended December 31, 2016. The Company has funded certain of its exploration expenditures, from time-to-time, with
the proceeds from the issuance of flow-through shares and renounced, to subscribers, the expenditures which it determined to be CEE.
The notice disputes the eligibility of certain types of expenditures previously audited and approved as CEE by the CRA. The Company strongly
disagrees with the notice and responded to the CRA auditors with additional information for their consideration. In 2020, the CRA auditors
responded to the Company’s submission and, although accepting additional expenditures as CEE, reiterated that their position remains
largely unchanged and subsequently issued reassessments to the Company reflecting the additional CEE expenditures accepted and $2.3 million
of Part Xll.6 tax owing. The Company has been made aware that the CRA has reassessed certain investors who subscribed for flow-through
shares in 2013 and will reassess other investors with reduced CEE deductions. The Company’s and investors’ reassessments
will be appealed to the courts. The Company has indemnified the investors that subscribed for the flow-through shares. The potential
tax indemnification to the investors is estimated to be $11.0 million, plus $2.2 million potential interest. No provision has been recorded
related to the tax, potential interest, nor the potential indemnity as the Company and its advisors do not consider it probable that
there will ultimately be an amount payable.
During
the year ended December 31, 2021, the Company deposited $9.2 million into the accounts of certain investors with the Receiver General,
in return for their agreement to object to their respective assessments and agreement to repay the Company the full amount deposited
on their behalf upon resolution of the Company’s appeal. The deposits made were recorded as long-term receivables on the statement
of financial position. During the current quarter, the Company was made aware that the CRA reassessed one investor who subscribed for
flow-through shares in 2015, and deposited $0.1 million into the investor’s account with the Receiver General.
| 19. | Commitments
and contingencies |
| | |
Payments due by years | |
| ($000s) | |
Total | | |
2022 | | |
2023-24 | | |
2025-26 | | |
2027-28 | |
| Capital expenditure obligations | |
| 70,424 | | |
| 16,204 | | |
| 54,220 | | |
| - | | |
| - | |
| Mineral interests | |
| 7,308 | | |
| 6 | | |
| 2,506 | | |
| 2,620 | | |
| 2,176 | |
| Flow-through share expenditures | |
| 2,683 | | |
| 2,683 | | |
| - | | |
| - | | |
| - | |
| Lease obligation | |
| 1,634 | | |
| 178 | | |
| 1,043 | | |
| 314 | | |
| 99 | |
| | |
| 82,049 | | |
| 19,071 | | |
| 57,769 | | |
| 2,934 | | |
| 2,275 | |
During
the first quarter of 2022, the Company entered into a Facilities Agreement with British Columbia Hydro and Power Authority (“BC
Hydro”) covering the design and construction of facilities by BC Hydro to supply construction phase hydro-sourced electricity to
the KSM project.
The
cost to complete the construction is estimated to be $28.9 million of which the Company paid $7.7 million to BC Hydro in 2022, and $21.2
million is due in 2023. In addition, the Facilities Agreement requires $54.2 million in security or cash from the Company for BC Hydro
system reinforcement, which is required to make the power available of which the Company paid $21.2 million to BC Hydro in 2022, and
$33.0 million is due in 2023. The $54.2 million system reinforcement security will be forgiven annually, typically over a period of less
than 8 years, based on project power consumption.
Prior
to its maturity, the secured note bears interest at 6.5%, or US$14.6 million per annum, payable quarterly in arrears. The Company can
elect to satisfy interest payments in cash or by delivering common shares. During the nine months ended September 30, 2022, the interest
was paid in cash.
Page 23
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