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Capstone Copper Corp. — Interim / Quarterly Report 2024
May 2, 2024
48344_rns_2024-05-02_dd59862c-4654-49a0-ba79-0d20081bc164.pdf
Interim / Quarterly Report
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CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
March 31, 2024
(Expressed in United States (“US”) Dollars)
Capstone Copper Corp. Condensed Interim Consolidated Statements of Financial Position
unaudited - expressed in thousands of US dollars
| ASSETS | March 31, 2024 | December 31,2023 | |
|---|---|---|---|
| Current | |||
| Cash and cash equivalents | $ | 131,031$ | 126,016 |
| Short-term investments_(Note 5)_ | 770 | 804 | |
| Receivables_(Note 6)_ | 166,569 | 147,318 | |
| Inventories_(Note 7)_ | 153,807 | 149,613 | |
| Derivative assets_(Note 5)_ | 17,175 | 18,984 | |
| Other assets_(Note 9)_ | 43,836 | 44,122 | |
| 513,188 | 486,857 | ||
| Mineral properties, plant and equipment_(Note 8)_ | 5,382,672 | 5,286,257 | |
| Derivative assets_(Note 5)_ | 18,175 | 16,565 | |
| Deferred income tax assets | 53,041 | 53,401 | |
| Other assets_(Note 9)_ | 31,068 | 30,835 | |
| Total assets | $ | 5,998,144$ | 5,873,915 |
| LIABILITIES | |||
| Current | |||
| Accounts payable and accrued liabilities | $ | 269,988$ | 272,277 |
| Current portion of long-term debt_(Note 13)_ | 42,456 | 28,398 | |
| Current portion of due to related party_(Note 11)_ | 4,853 | 3,243 | |
| Lease liabilities_(Note 12)_ | 38,036 | 33,516 | |
| Derivative liabilities_(Note 5)_ | 19,446 | 16,788 | |
| Income taxes payable | 3,456 | 6,186 | |
| Other liabilities_(Note 10)_ | 119,093 | 71,412 | |
| 497,328 | 431,820 | ||
| Long-term debt_(Note 13)_ | 774,079 | 970,258 | |
| Due to related party_(Note 11)_ | 214,870 | 192,628 | |
| Deferred revenue_(Note 14)_ | 146,710 | 147,619 | |
| Lease liabilities_(Note 12)_ | 135,598 | 102,983 | |
| Derivative liabilities_(Note 5)_ | 1,094 | — | |
| Provisions_(Note 16)_ | 258,630 | 268,132 | |
| Deferred income tax liabilities_(Note 15)_ | 628,805 | 630,225 | |
| Other liabilities_(Note 10)_ | 20,917 | 64,128 | |
| Total liabilities | $ | 2,678,031$ | 2,807,793 |
| EQUITY | |||
| Share capital | $ | 2,706,447$ | 2,451,572 |
| Other reserves | 42,882 | 40,129 | |
| Retained earnings | 166,178 | 168,886 | |
| Total equity attributable to equity holders of the Company | 2,915,507 | 2,660,587 | |
| Non-controllinginterest_(Note 11)_ | 404,606 | 405,535 | |
| Total equity | 3,320,113 | 3,066,122 | |
| Total liabilities and equity | $ | 5,998,144$ | 5,873,915 |
See accompanying notes to these condensed interim consolidated financial statements.
2
Capstone Copper Corp.
Condensed Interim Consolidated Statements of Loss Three Months Ended March 31, 2024 and 2023
unaudited - expressed in thousands of US dollars, except share and per share amounts
| Revenue(Note 18) Operating costs Production costs Royalties Depletion and amortization Earnings from mining operations General and administrative expenses Exploration expenses (Note 8) Share-based compensation expense(Note 17) Income from operations Other income (expense) Foreign exchange gain (loss) Realized and unrealized losses on derivative instruments_(Note 5) Other expense(Note 22) Finance income(Note 23) Finance expense(Note 23) Income (loss) before income taxes Income tax (expense) recovery(Note 15)_ Net loss |
2024 2023 |
|---|---|
| $ 339,897$ 335,596 |
|
| (249,036) (240,381) (4,600) (2,950) (68,188) (47,879) |
|
| 18,073 44,386 |
|
| (5,905) (5,642) (310) (1,199) (7,127) (12,018) |
|
| 4,731 25,527 |
|
| 12,743 (9,262) (3,738) (44,835) (4,280) (2,716) 1,646 1,381 (10,129) (9,263) |
|
| 973 (39,168) |
|
| (6,739) 10,218 |
|
| $ (5,766) $ (28,950) |
|
| Net loss attributable to: Shareholders of Capstone Copper Corp. Non-controllinginterest_(Note 11)_ |
$ (4,837)$ (20,002) (929) (8,948) |
| $ (5,766) $ (28,950) |
|
| Net lossper share attributable to shareholders of Capstone Copper Corp. | |
| Loss per share - basic_(Note 19) Weighted average number of shares - basic (Note 19)_ |
$ (0.01)$ (0.03) 728,558,632 691,818,526 |
| Loss per share - diluted_(Note 19) Weighted average number of shares - diluted (Note 19)_ |
$ (0.01)$ (0.03) 728,558,632 691,818,526 |
See accompanying notes to these condensed interim consolidated financial statements.
3
Capstone Copper Corp. Condensed Interim Consolidated Statements of Comprehensive Loss Three Months Ended March 31, 2024 and 2023
unaudited - expressed in thousands of US dollars
| Net loss Other comprehensive income ("OCI") Items that will not be reclassified subsequently to profit or loss Change in fair value of marketable securities, net of tax of $nil (2023 - $ 262) Remeasurement for retirement benefit plans, net of tax of $nil (2023 - $nil) Items that may be reclassified subsequently to profit or loss Foreign currency translation adjustment Total other comprehensive income for the period Total comprehensive loss |
2024 2023 |
|---|---|
| $ (5,766) $ (28,950) |
|
| 69 465 — (79) |
|
| 69 386 |
|
| — 6 |
|
| — 6 |
|
| 69 392 |
|
| $ (5,697) $ (28,558) |
|
| Total comprehensive loss attributable to: Shareholders of Capstone Copper Corp. Non-controllinginterest_(Note 11)_ |
$ (4,768)$ (19,610) (929) (8,948) |
| $ (5,697) $ (28,558) |
See accompanying notes to these condensed interim consolidated financial statements.
4
Capstone Copper Corp.
Condensed Interim Consolidated Statements of Cash Flows Three Months Ended March 31, 2024 and 2023
unaudited - expressed in thousands of US dollars
| 2024 2023 |
|
|---|---|
| Cash provided by (used in): Operating activities Net loss Adjustments for: Depletion and amortization_(Note 20) Income tax expense(Note 15) Inventory write-down (Note 7) Share-based compensation expense(Note 17)_ Net finance costs Unrealized (gain) loss on foreign exchange Unrealized gain on derivatives |
$ (5,766)$ (28,950) 69,571 45,279 6,739 (10,218) (1,001) 3,885 7,127 12,018 8,482 6,532 (7,402) 654 2,334 34,575 600 — (1,263) (200) (2,999) (2,441) (10,582) (19,722) (2,883) — (833) 322 |
| Gold stream obligation_(Note 22)_ | |
| Gain on disposal of assets and other Amortization of deferred revenue and variable consideration adjustments_(Note 14) Income taxes paid Payments on Minto obligation(Note 16) Other (payments) receipts Operating cash flow before working capital and other non-cash changes Changes in non-cash working capital(Note 20) Other non-cash changes(Note 20) Operating cash flow Investing activities Mineral properties, plant and equipment additions Finance costs capitalized on construction in progress Proceeds on disposal of assets and other Investing cash flow Financing activities Proceeds from borrowings(Note 13) Repayment of borrowings(Note 13) Proceeds from related party (Note 11) Repayment of lease obligations(Note 12) Proceeds from the exercise of options Net proceeds from issuance of shares(Note 17)_ Net receipts (payments) for settlement of derivatives Interest paid on long-term debt and surety bonds Financing cash flow Effect of exchange rate changes on cash and cash equivalents Increase in (decrease in) cash and cash equivalents Cash and cash equivalents - beginningofperiod |
|
| 62,124 41,734 |
|
| (14,827) (38,817) (907) 908 |
|
| 46,390 3,825 |
|
| (97,074) (174,348) (21,252) (12,300) 1,389 1,771 |
|
| (116,937) (184,877) |
|
| 76,500 127,000 (258,500) (30,000) 21,000 24,000 (12,292) (9,574) 641 2,371 252,947 — 408 (1,076) (3,745) (2,484) |
|
| 76,959 110,237 |
|
| (1,397) 6 |
|
| 5,015 (70,809) 126,016 170,307 |
|
| Cash and cash equivalents - end ofperiod | $ 131,031$ 99,498 |
| Supplemental cash flow information(Note 20) |
See accompanying notes to these condensed interim consolidated financial statements.
5
Capstone Copper Corp.
Condensed Interim Consolidated Statements of Changes in Equity Three Months Ended March 31, 2024 and 2023
unaudited - expressed in thousands of US dollars, except share amounts
| January 1, 2024 Shares issued on exercise of options(Note 17) Shares issued under TSUP(Note 17) Share-based compensation(Note 17) Settlement of share units Shares issued under the Offering Change in fair value of marketable securities Net loss |
Attributable to equityholders of the Company Number of shares Share capital Reserve for equity settled share-based transactions Revaluation reserve Foreign currency translation reserve Share purchase reserve Retained earnings Total attributable to equity holders Non- controlling interest Total equity |
|---|---|
| 696,073,153 $ 2,451,572 $ 59,241 $ (1,306) $ (17,101) $ (705) $ 168,886 $ 2,660,587 $ 405,535 $ 3,066,122 415,339 950 (309) — — — — 641 — 641 368,572 978 (978) — — — — — — — — — 3,284 — — — — 3,284 — 3,284 — — — — — 687 2,129 2,816 — 2,816 56,548,000 252,947 — — — — — 252,947 — 252,947 — — — 69 — — — 69 — 69 — — — — — — (4,837) (4,837) (929) (5,766) |
|
| March 31, 2024 | 753,405,064 $ 2,706,447 $ 61,238 $ (1,237) $ (17,101) $ (18) $ 166,178 $ 2,915,507 $ 404,606 $ 3,320,113 |
| Balance - January 1, 2023 Shares issued on exercise of options Share-based compensation Shares issued under TSUP Settlement of share units Change in fair value of marketable securities Remeasurements for retirement benefit plans Net loss Foreign currencytranslation |
Number of shares Share capital Reserve for equity settled share-based transactions Revaluation reserve Foreign currency translation reserve Share purchase reserve Retained earnings Total attributable to equity holders Non- controlling interest Total equity 691,639,972 2,447,377 56,751 4,178 (17,101) (2,500) 262,512 2,751,217 428,639 3,179,856 2,416,014 2,183 (700) — — — — 1,483 — 1,483 — — 982 — — — — 982 — 982 56,126 188 (188) — — — — — — — — — — — — 1,755 7,847 9,602 — 9,602 — — — 465 — — — 465 — 465 — — — (79) — — — (79) — (79) — — — — — — (20,002) (20,002) (8,948) (28,950) — — — — 6 — — 6 — 6 |
| March 31, 2023 | 694,112,112 $ 2,449,748 $ 56,845 $ 4,564 $ (17,095)$ (745)$ 250,357 $ 2,743,674 $ 419,691 $ 3,163,365 |
See accompanying notes to these condensed interim consolidated financial statements.
6
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2024 and 2023
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
1. Nature of Operations
The accompanying condensed interim consolidated financial statements for Capstone Copper Corp. (the "Company" or "Capstone Copper") have been prepared as at March 31, 2024. The Company is listed on the Toronto Stock Exchange, and, effective February 2, 2024, was admitted to the official list of the Australian Securities Exchange (“ASX”) as an ASX Foreign Exempt Listing.
Capstone Copper Corp., through a wholly owned Chilean subsidiary, Mantos Copper S.A., owns and operates the Mantos Blancos mine, located forty-five kilometers northeast of Antofagasta, Chile and the 70%-owned Mantoverde mine, through a Chilean subsidiary, Mantoverde S.A., located fifty kilometers southeast of Chanaral, Chile.
The Company is also engaged in the production of and exploration for base metals in the United Sates (“US”), Mexico, and Chile, with a focus on copper. Pinto Valley Mining Corp. (“Pinto Valley”), a wholly owned US subsidiary, owns and operates the Pinto Valley mine located in Arizona, US. Capstone Gold, S.A. de C.V. (“Capstone Gold”), a wholly owned Mexican subsidiary, owns and operates the Cozamin mine located in Zacatecas, Mexico, and has a portfolio of exploration properties in Mexico. Minera Santo Domingo SCM, a wholly owned Chilean subsidiary of Acquisition Co, holds the fully permitted Santo Domingo copper-iron-gold-cobalt development project in the Atacama region of Chile, 35km northeast of Mantoverde. Capstone Mining Chile SpA, a wholly owned Chilean subsidiary, is performing exploration for base metal deposits in Chile.
The Company's head office, registered and records office and principal address are located at 2100 - 510 West Georgia Street, Vancouver, British Columbia, Canada and the Company is incorporated in British Columbia.
These condensed interim consolidated financial statements were approved by the Board of Directors and authorized for issuance on May 2, 2024.
2. Basis of preparation and consolidation
These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting using the same accounting policies and methods of application as the audited annual consolidated financial statements of Capstone for the year ended December 31, 2023, which were prepared in accordance with International Financial Reporting Standards (“IFRS”). The condensed interim consolidated financial statements have been prepared under the historical cost convention, except for certain financial instruments which are measured at fair value. The policies were consistently applied to all of the periods presented, except as noted below.
These condensed interim consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company as at and for the year ended December 31, 2023.
Certain comparative figures have been reclassified to conform with changes in the presentation of the current year. These reclassifications had no effect on the previously reported operating cash flow, net income and net equity for the comparative period.
7
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2024 and 2023
Capstone Copper Corp.
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
3 Material Accounting Policy Information, Estimates and Judgements
The Company’s management makes judgements in its process of applying the Company’s accounting policies in the preparation of these condensed interim consolidated financial statements. In addition, the preparation of the financial data requires that the Company’s management makes assumptions and estimates of the impacts of uncertain future events on the carrying amounts of the Company’s assets and liabilities at the end of the reporting period, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from estimates as the estimation process is inherently uncertain. Estimates are reviewed on an ongoing basis based on historical experience and other factors that are considered to be relevant under the circumstances. Revisions to estimates and the resulting impacts on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively.
In preparing the Company’s condensed interim consolidated financial statements for the three months ended March 31, 2024, the Company applied the critical judgements and estimates disclosed in Note 3 of its consolidated financial statements for the year ended December 31, 2023, in addition to the accounting policies noted below.
4 Adoption of New and Revised IFRS and IFRS Not Yet Effective
New IFRS Pronouncements
Issued and effective January 1, 2024
In January 2020 and October 2022, the IASB issued amendments to International Accounting Standards 1 ("IAS 1"), Presentation of Financial Statements, to clarify that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Liabilities should be classified as non-current if a company has a substantive right to defer settlement for at least 12 months at the end of the reporting period. Rights are in existence if covenants are complied with at the end of the reporting period. Settlement refers to the transfer to the counterparty of cash, equity instruments, or other assets or services. In addition, the amendment required entities to disclose information to enable users of the financial statements to understand the risk that non-current liabilities with covenants could become repayable within twelve months. The amendments became effective January 1, 2024, with retrospective application required on adoption. The Company assessed the impact of this amendment and determined it does not have a significant effect on the Company's financial statements.
In September 2022, the IASB issued amendments to IFRS 16, Lease Liability in a Sale and Leaseback . The amendments require a seller-lessee to subsequently measure lease liabilities arising from a leaseback in a way that it does not recognize any amount of the gain or loss that relates to the right of use it retains. The new requirements do not prevent a seller-lessee from recognizing in profit or loss any gain or loss relating to the partial or full termination of a lease. A seller-lessee applies the amendments retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors to sale and leaseback transactions entered into after the date of initial application. The amendments became effective January 1, 2024. The Company assessed the impact of this amendment and determined it does not have a significant effect on the Company's financial statements.
In May 2023, the IASB issued amendments to IAS 7, Statement of Cash Flows and IFRS 7, Financial Instruments Disclosures to provide guidance on disclosures related to supplier finance arrangements that enable users of financial statements to assess the effects of these arrangements on the entity’s liabilities and cash flows and on the entity’s exposure to liquidity risk. The amendments became effective for annual periods beginning on or after January 1, 2024. The Company assessed the impact of this amendment and determined it does not have a significant effect on the Company's financial statements and has updated required disclosures accordingly.
8
Capstone Copper Corp. Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2024 and 2023
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
Issued but not yet effective
In April 2024, the IASB issued a new IFRS accounting standard to improve the reporting of financial performance. IFRS 18 Presentation and Disclosure in Financial Statements replaces IAS 1 Presentation of Financial Statements. The standard will become effective January 1, 2027, with early adoption permitted. The Company is in the process of assessing the impact of this new standard on the Company's financial statements.
[5.] Financial Instruments
Fair value of financial instruments
Certain of the Company's financial assets and liabilities are measured at fair value on a recurring basis and classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Certain non-financial assets and liabilities may also be measured at fair value on a non-recurring basis. There are three levels of fair value hierarchy that prioritize the inputs to the valuation techniques used to measure fair value, with Level 1 having the highest priority. The levels and valuations techniques used to value the financial assets and liabilities are as follows:
Level 1 – Fair values measured using unadjusted quoted prices in active markets for identical instruments.
Short term investments and marketable securities are valued using quoted market prices in active markets. Accordingly, these items are included in Level 1 of the fair value hierarchy.
Level 2 – Fair values measured using directly or indirectly observable inputs, other than those included in Level 1.
Derivative instruments are included in Level 2 of the fair value hierarchy as they are valued using pricing models or discounted cash flow models. These models require a variety of inputs, including, but not limited to, market prices, forward price curves, yield curve and credit spreads. These inputs are obtained from or corroborated with the market. Also included in Level 2 are receivables from provisional pricing on copper concentrate and cathode sales because they are valued using quoted market prices derived based on forward curves for the respective commodities and published priced assessments.
Level 3 – Fair values measured using inputs that are not based on observable market data.
As of March 31, 2024 the Company’s classification of financial instruments within the fair value hierarchy are summarized below:
| summarized below: | |||||
|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | ||
| Financial assets | |||||
| Short-term investments | $ | 770 $ | — $ | — $ | 770 |
| Copper concentrate receivables(Note 6) | — | 81,748 | — | 81,748 | |
| Copper cathode receivables(Note 6) | — | 44,104 | — | 44,104 | |
| Derivative assets | — | 35,350 | — | 35,350 | |
| Investment in marketable securities**(Note 9) ** | 873 | — | — | 873 | |
| $ | 1,643 $ | 161,202 $ | — $ | 162,845 | |
| Financial liabilities | |||||
| Derivative liabilities | $ | — $ | 20,540 $ | — $ | 20,540 |
| Gold stream liability | — | — | 7,700 | 7,700 | |
| $ | — $ | 20,540 $ | 7,700 $ | 28,240 |
9
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2024 and 2023
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
The Company’s policy for determining when a transfer occurs between levels in the fair value hierarchy is to assess the impact at the date of the event or the change in circumstances that could result in a transfer. There were no transfers between Level 1, Level 2 and Level 3 during the three months ended March 31, 2024.
Set out below are the Company’s financial assets by category:
| March 31, 2024 | |
|---|---|
| Fair value through profit or loss Fair value through OCI Amortized cost Total |
|
| Cash and cash equivalents Short-term investments Copper concentrate receivables(Note 6) Copper cathode receivables(Note 6) Other receivables(Note 6) Derivative assets Investment in marketable securities**(Note 9) ** |
$ — $ — $ 131,031 $ 131,031 770 — — 770 81,748 — — 81,748 44,104 — — 44,104 — — 15,379 15,379 35,350 — — 35,350 — 873 — 873 |
| $ 161,972 $ 873 $ 146,410 $ 309,255 |
|
| December 31,2023 | |
| Fair value through profit or loss Fair value through OCI Amortized cost Total |
|
| Cash and cash equivalents Short-term investments Copper concentrate receivables_(Note 6) Copper cathode receivables(Note 6) Other receivables(Note 6) Derivative assets Investment in marketable securities (Note 9)_ |
$ — $ — $ 126,016 $ 126,016 804 — — 804 73,800 — — 73,800 34,549 — — 34,549 — — 14,671 14,671 35,549 — — 35,549 — 824 — 824 |
| $ 144,702 $ 824 $ 140,687 $ 286,213 |
Set out below are the Company’s financial liabilities by category:
| March 31, 2024 | |
|---|---|
| Fair value through profit or loss Amortized cost Total |
|
| Accounts payable and accrued liabilities Long-term debt(Note 13) Due to related party(Note 11) Derivative liabilities Working capital facility(Note 10) Payable on purchase of non-controlling interest(Note 10) Gold stream obligation(Note 10) |
$ — $ 269,988 $ 269,988 — 816,535 816,535 — 219,723 219,723 20,540 — 20,540 — 33,339 33,339 — 42,883 42,883 7,700 — 7,700 |
| $ 28,240 $ 1,382,468 $ 1,410,708 |
10
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2024 and 2023
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
| December 31,2023 | |
|---|---|
| Fair value through profit or loss Amortized cost Total |
|
| Accounts payable and accrued liabilities Long-term debt_(Note 13) Due to related party(Note 11) Derivative liabilities Working capital facility(Note 10) Payable on purchase of non-controlling interest(Note 10) Gold stream obligation(Note 10)_ |
$ — $ 272,277 $ 272,277 — 998,655 998,655 — 195,872 195,872 16,788 — 16,788 — 25,618 25,618 — 42,389 42,389 7,100 — 7,100 |
| $ 23,888 $ 1,534,811 $ 1,558,699 |
There have been no changes during the three months ended March 31, 2024, in how the Company categorizes its financial assets and liabilities by fair value through profit or loss, fair value through OCI, or amortized cost.
Financial instruments and related risks
The Company’s activities expose it to financial risks of varying degrees of significance which could affect its ability to achieve its strategic objectives for growth and shareholder returns. The principal financial risks to which the Company is exposed are commodity price risk, credit risk, foreign exchange risk, liquidity risk and interest rate risk. The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework and reviews the Company’s policies on an ongoing basis. There have been no significant changes in the Company’s exposure to these financial risks.
Derivative instruments
As at March 31, 2024, the Company’s derivative financial instruments are composed of copper commodity swap contracts, copper zero-cost collar contracts, interest rate swap contracts, foreign currency zero-cost collars ("ZCC"), forward and swap contracts and quotational pricing contracts.
The Company operates on an international basis and therefore foreign exchange risk exposures arise from transactions denominated in a foreign currency. The Company's foreign exchange risk arises primarily with respect to the Chilean Peso ("CLP"), the Chilean Unidad de Fometo ("UF"), the Mexican Peso ("MXN") and the Canadian dollar ("CDN"). The UF is an artificial inflation-indexed monetary unit used in Chile to denominate certain contracts. The Company's cash flows from Chilean and Mexican operations are exposed to foreign exchange risk, as commodity sales are denominated in US dollars and a certain portion of operating and capital expenses is denominated in local currencies. As such, the Company may use foreign exchange forward and swap contracts and ZCCs to mitigate changes in foreign exchange rates.
11
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2024 and 2023
Capstone Copper Corp.
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
The Company's outstanding derivative instruments as of March 31, 2024, are as follows:
| Notional | |||||
|---|---|---|---|---|---|
| Call strike / | tonnes / | ||||
| Type | Contract description | Remaining term | Put strike | Fixed rate | Quantity |
| Fixed-for-Floating Swaps | |||||
| Commodity (i) | Copper | April - June 2024 | $— | $3.39/lb | 5,700 tonnes |
| Fixed-for-Floating Swaps | 3,394 | ||||
| Commodity (ii) | Copper | April - June 2024 | $— | $3.79/lb | tonnes |
| ZCC - Call and Put Option | $3.55/lb | $4.22/lb | |||
| Commodity (ii) | Contracts - Copper | April - June 2024 | $3.75/lb | $4.50/lb | 7,920 tonnes |
| Fixed-for-floating swaps | April 2024 - March | $520 million | |||
| Interest rate (iii) | adjusted SOFR | 2030 | — | 1.015% | USD |
| Floor options | April 2024 - | $520 million | |||
| Interest rate (iii) | adjusted SOFR | September 2025 | — | 0% | USD |
| Foreign Exchange Swaps | 0.05 million | ||||
| Foreign currency (iv) | - UF | April - May 2024 | — | 41.70 | UF |
| Foreign exchange ZCC - | April - December | 825.00 | 922.50 | 103.4 billion | |
| Foreign currency (v) | CLP | 2024 | 835.00 | 955.00 | CLP |
| Foreign exchange ZCC - | January - | 900.00 | 981.50 | 54.0 billion | |
| Foreign currency (v) | CLP | December 2025 | 930.00 | 1,027.00 | CLP |
| Foreign exchange ZCC - | April - December | $7.5 million | |||
| Foreign currency (vi) | CAD | 2024 | 1.35 | 1.39 | CAD |
| Foreign currency | Foreign exchange ZCC - | April - December | 18.00 | 20.20 | 497 million |
| (vii) | MXN | 2024 | 18.25 | 20.50 | MXN |
| Quotational pricing | Copper time-spread | 11,310 | |||
| contracts (viii) | swaps | April - June 2024 | — | — | tonnes |
Set out below are the Company’s derivative financial assets and financial liabilities:
| March 31, 2024 | December | 31,2023 | ||
|---|---|---|---|---|
| Derivative financial assets: | ||||
| Foreign currency contracts | $ | 1,907 | $ | 2,139 |
| Interest rate swapcontracts | 15,268 | 16,845 | ||
| Total derivative financial assets - current | 17,175 | 18,984 | ||
| Interest rate swapcontracts | 18,175 | 16,565 | ||
| Total derivative financial assets - non-current | $ | 18,175 | $ | 16,565 |
| Derivative financial liabilities: | ||||
| Foreign currency contracts | 6,681 | 1,503 | ||
| Copper commodity contracts | 9,349 | 13,484 | ||
| Quotationalpricingcontracts | 3,416 | 1,801 | ||
| Total derivative financial liabilities - current | $ | 19,446 | $ | 16,788 |
| Foreign currencycontracts | 1,094 | — | ||
| Total derivative financial liabilities - non-current | $ | 1,094 | $ | — |
12
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2024 and 2023
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
Set out below are the Company’s realized and unrealized gains and losses on derivative financial instruments:
| Three months ended | March 31, | ||
|---|---|---|---|
| 2024 | 2023 | ||
| Unrealized gain (loss) on derivative financial instruments: | |||
| Foreign currency contracts | $ | (6,501)$ | 2,959 |
| Copper commodity contracts | 4,134 | (30,244) | |
| Interest rate swapcontracts | 33 | (7,290) | |
| Total unrealized loss on derivative financial instruments | (2,334) | (34,575) | |
| Realized gain (loss) on derivative financial instruments: | |||
| Foreign currency contracts | (699) | 885 | |
| Copper commodity contracts | (6,684) | (15,509) | |
| Interest rate swapcontracts | 5,979 | 4,364 | |
| Total realized loss on derivative financial instruments | **(1,404) ** | (10,260) | |
| Total unrealized and realized loss on derivative financial | |||
| instruments: | $ | (3,738) $ | (44,835) |
* Amounts above do not include unrealized and realized gains and losses related to the Company's quotational pricing contracts as these amounts are included in pricing and volume adjustments on copper concentrate sales (Note 18).
6. Receivables
Details are as follows:
| March 31, 2024 | December | 31,2023 | ||
|---|---|---|---|---|
| Copper cathode | $ | 44,104 | $ | 34,549 |
| Copper concentrate | 81,748 | 73,800 | ||
| Value added taxes and other taxes receivable | 16,724 | 16,345 | ||
| Income taxes receivable | 8,614 | 7,953 | ||
| Other | 15,379 | 14,671 | ||
| Total receivables | $ | 166,569 | $ | 147,318 |
13
7. Inventories
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2024 and 2023
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
Details are as follows:
| Details are as follows: | ||||
|---|---|---|---|---|
| March 31, 2024 | December | 31,2023 | ||
| Current: | ||||
| Materials and consumables | $ | 86,504 | $ | 82,478 |
| Ore stockpiles | 13,585 | 14,003 | ||
| Work-in-progress | 23,851 | 21,477 | ||
| Finished goods - copper cathode | 15,932 | 16,400 | ||
| Finishedgoods - copper concentrate | 13,935 | 15,255 | ||
| Total inventories - current | $ | 153,807 | $ | 149,613 |
| Non-current: | ||||
| Ore stockpiles (Note 9) (i) | 9,660 | 8,474 | ||
| Total inventories - non-current | $ | 9,660 | $ | 8,474 |
i. Non-current inventory is composed of ore stockpiles at the Mantos Blancos mine.
During the three months ended March 31, 2024, concentrate and cathode inventories recognized as production costs, including depletion and amortization, amounted to $317.2 million (2023 – $288.3 million).
During the three months ended March 31, 2024, the Company recorded recovery of write-downs of $1.0 million related to Mantoverde's cathode inventories and Pinto Valley's supplies inventories which were recorded as production costs.
During the three months ended March 31, 2023, the Company recorded write-downs of $3.9 million related to Mantos Blancos and Mantoverde's cathode inventories which were recorded as production costs.
14
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2024 and 2023
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
8. Mineral Properties, Plant and Equipment
Details are as follows:
| Details are as follows: | ||
|---|---|---|
| Mineralproperties | ||
| Depletable Non- depletable Subject to amortization Producing mineral properties Deferred stripping Mineral exploration and development properties Plant & equipment Right of use assets |
||
| At January 1, 2024, net Additions Disposals Rehabilitation provision adjustments Reclassifications Depletion and amortization |
$ 1,672,727 $ 307,681 $ 837,812 $ 1,162,403 $ 134,096 $ 1,171,538 $ 5,286,257 — 45,899 11,755 2,555 46,728 63,054 169,991 — — (37) (84) — — (121) (6,397) — — — — — (6,397) 23,945 2,198 (23,784) 26,245 (2,742) (25,862) — (20,624) (17,464) — (24,861) (4,109) — (67,058) |
|
| At March 31, 2024, net | $ 1,669,651 $ 338,314 $ 825,746 $ 1,166,258 $ 173,973 $ 1,208,730 $ 5,382,672 |
|
| At March 31, 2024: Cost Accumulated amortization and impairment |
$ 2,200,334 $ 517,733 $ 825,746 $ 2,911,485 $ 294,274 $ 1,208,730 $ 7,958,302 (530,683) (179,419) —(1,745,227) (120,301) —(2,575,630) |
|
| Net carrying amount | $ 1,669,651 $ 338,314 $ 825,746 $ 1,166,258 $ 173,973 $ 1,208,730 $ 5,382,672 |
During the period ended March 31, 2024, the Company capitalized $21.6 million (2023 - $13.0 million) of finance costs to Construction in Progress, at a weighted average interest rate of 7.8%.
During the period ended March 31, 2024, the Company capitalized $46.7 million (2023 - $8.5 million) in lease costs to right of use assets primarily related to the Mantoverde mine.
During the period ended March 31, 2024, the Company capitalized $45.9 million (2023 - $46.8 million) of stripping costs to deferred stripping and depletable mineral properties.
The Company’s exploration costs were as follows:
| The Company’s exploration costs were as follows: | |||
|---|---|---|---|
| Three months ended | March 31, | ||
| 2024 | 2023 | ||
| Exploration capitalized to mineral properties | $ | 2,303$ | 348 |
| Greenfield exploration expensed to the statement of loss | 310 | 1,199 | |
| $ | 2,613$ | 1,547 |
Exploration capitalized to mineral properties during the period ended March 31, 2024 and 2023, relates to brownfield exploration at the Mantoverde, Mantos Blancos and Cozamin mines. Greenfield exploration expenses during the period ended March 31, 2024 and 2023 related primarily to exploration efforts in the US and Chile.
As at March 31, 2024, construction in progress primarily relates to capital costs incurred in connection with the Mantoverde Development Project ("MVDP"), and expansionary and sustaining capital at the Mantos Blancos and Pinto Valley mines. Capital expenditures committed as at March 31, 2024, but not yet incurred, is $44.4 million (December 31, 2023 - $32.9 million).
15
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2024 and 2023
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
As at March 31, 2024, the Revolving Credit Facility ("RCF") (Note 13) was secured by the Pinto Valley, Cozamin and Mantos Blancos mineral properties, and plant and equipment with a net carrying value of $2,020.6 million (December 31, 2023 – $2,027.0 million).
9. Other Assets
Details are as follows:
| March 31, 2024 | December | 31,2023 | ||
|---|---|---|---|---|
| Current: | ||||
| Prepaids | $ | 35,437 | $ | 36,612 |
| Deposits | 4,777 | 4,710 | ||
| Other | 3,622 | 2,800 | ||
| Total other assets - current | $ | 43,836 | $ | 44,122 |
| Non-current: | ||||
| Prepayments | 18,045 | 18,045 | ||
| Ore stockpiles_(Note 7)_ | 9,660 | 8,474 | ||
| Investments in marketable securities | 873 | 824 | ||
| Finance lease receivable | 34 | — | ||
| Deposits | 221 | 390 | ||
| Other | 2,235 | 3,102 | ||
| Total other assets - non-current | $ | 31,068 | $ | 30,835 |
10. Other Liabilities
Details are as follows:
| Details are as follows: | ||||
|---|---|---|---|---|
| March 31, 2024 | December | 31,2023 | ||
| Current: | ||||
| Current portion of share-based payment obligations (Note 17) | $ | 8,377 | $ | 8,455 |
| Current portion of payable on purchase of NCI_(Note 11)_ | 42,883 | — | ||
| Current portion of deferred revenue_(Note 14)_ | 12,393 | 12,139 | ||
| Current portion of Minto obligation_(Note 17)_ | 22,101 | 23,943 | ||
| Working capital facility | 33,339 | 25,618 | ||
| Other | — | 1,257 | ||
| Total other liabilities - current | $ | 119,093 | $ | 71,412 |
| Non-current: | ||||
| Retirement benefit liabilities | $ | 13,217 | $ | 13,036 |
| Non-current portion of payable on purchase of NCI | — | 42,389 | ||
| Gold stream obligation (Note 22) | 7,700 | 7,100 | ||
| Other | — | 1,603 | ||
| Total other liabilities - non-current | $ | 20,917 | $ | 64,128 |
16
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2024 and 2023
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
Working Capital Facility
During the period ended March 31, 2024, one of the Company's Chilean subsidiaries entered into a series of three-month facilities with a fixed interest rate of 6.41% for the purposes of working capital management. As at March 31, 2024, the balance of the facility was $33.3 million, including accrued interest of $0.3 million.
Payable on purchase of NCI
On March 24, 2021, the Company completed a Share Purchase Agreement (the “SPA”) with Korea Resources Corporation (“KORES”) to purchase KORES’ 30% ownership interest in Acquisition Co. for cash consideration of $120 million and non-cash consideration of $32.4 million, enabling the Company's consolidation of 100% ownership in Santo Domingo.
As at March 31, 2024, an unsecured liability of $42.9 million (December 31, 2023 - $42.4 million) has been recognized in the consolidated statement of financial position equal to the discounted amount of the remaining $45 million of cash consideration to be paid to KORES on March 24, 2025. The discounted amount of the remaining $45 million will be accreted up to its face value at 5% per annum. During the three months ended March 31, 2024, $0.5 million (March 31, 2023 - $0.5 million) of accretion was recorded in accretion expense in the consolidated statements of loss.
Gold stream obligation
During the fourth quarter of 2023, the Company recognized an obligation related to a completion test on the Santo Domingo gold stream. The fair value of the embedded derivative at March 31, 2024 was a liability of $7.7 million (December 31, 2023 - $7.1 million).
11. Non-Controlling Interest
As part of the financing for the MVDP, Mitsubishi Materials Corporation ("MMC") acquired a 30% non-controlling interest in Mantoverde S.A., and agreed to make an additional $20 million contingent payment upon satisfaction of certain technical requirements relating to the expansion of the tailings storage facility.
In addition to the contingent arrangement, MMC agreed to provide a $60 million Cost Overrun Facility ("COF") in exchange for additional off-take of copper concentrate production under a 10-year contract (Note 24). The COF initially carried an interest rate of 3-month US$ LIBOR plus 1.70% and amortizing over 37 quarters from the earlier of September 30, 2024 or three quarters after project completion. As a result of Interest Rate Benchmark Reform, the Company completed the transition from LIBOR to an adjusted secured overnight financing rate ("SOFR") with MMC. The transition resulted in a variable rate of SOFR compounded daily to a 3-month period plus 0.2616% per annum, with margins unchanged.
In addition to the COF, MMC advanced its pro-rata share of funding requests, which amounted to an additional $150.9 million, to Mantoverde in the form of a shareholder loan forming part of the financing for the MVDP. Total funds advanced by MMC at March 31, 2024, including accrued interest of $8.8 million (December 31, 2023 - $6.0 million), was $219.7 million (December 31, 2023 - $195.9 million).
17
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2024 and 2023
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
Details of the due to related party balances are as follows:
| COF | Shareholder Loans | Shareholder Loans | Total | |||
|---|---|---|---|---|---|---|
| Balance, December 31, 2022 | $ | 60,000 | $ | — $ | 60,000 | |
| Additions | — | 24,000 | 24,000 | |||
| Interest expense | 1,028 | 227 | 1,255 | |||
| Interest repayments | (1,028) | — | (1,028) | |||
| Balance, March 31, 2023 | $ | 60,000 | $ | 24,227 $ | 84,227 | |
| Additions | — | 105,900 | 105,900 | |||
| Interest expense | 3,249 | 5,744 | 8,993 | |||
| Interest repayments | (2,140) | — | (2,140) | |||
| Unpaid interest atyear-end | (1,109) | — | (1,109) | |||
| Balance, December 31, 2023 | $ | 60,000 | $ | 135,871 $ | 195,871 | |
| Additions | — | 21,000 | 21,000 | |||
| Interest expense | 1,097 | 2,864 | 3,961 | |||
| Interest repayments | (1,109) | — | (1,109) | |||
| Balance, March 31, 2024 | $ | 59,988 | $ | 159,735 | 219,723 | |
| Less: currentportion | (4,853) | — | (4,853) | |||
| Non-currentportion | $ | 55,135 | $ | 159,735 $ | 214,870 |
For a summary of the financial information for Mantoverde refer to Note 24 where it is shown on a 100% basis:
| Period ended March 31, | Year ended December 31, | ||
|---|---|---|---|
| 2024 | 2023 | ||
| Opening balance | $ | 405,535$ |
428,639 |
| Share of comprehensive(loss) profit for theperiod | **(929) ** | (23,104) | |
| Non-controllinginterest | $ | 404,606$ |
405,535 |
18
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2024 and 2023
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
12. Lease Liabilities
Details are as follows:
| Details are as follows: | ||
|---|---|---|
| Total | ||
| Balance, December 31, 2022 | $ | 103,897 |
| Additions | 8,353 | |
| Payments | (9,574) | |
| Accretion expense | 1,869 | |
| Foreign currencytranslation adjustment | 587 | |
| Balance, March 31, 2023 | $ | 105,132 |
| Additions | 61,144 | |
| Payments | (33,153) | |
| Reclassifications (i) | (3,300) | |
| Accretion expense | 6,810 | |
| Foreign currencytranslation adjustment | (134) | |
| Balance, December 31, 2023 | $ | 136,499 |
| Additions | 46,728 | |
| Payments | (12,292) | |
| Accretion expense | 2,667 | |
| Foreign currencytranslation adjustment | 32 | |
| Balance, March 31, 2024 | $ | 173,634 |
| Less: currentportion | (38,036) | |
| Non-currentportion | $ | 135,598 |
i. Relates to an advance payment made during the year ended December 31, 2022, reclassified against the lease liability.
19
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2024 and 2023
Capstone Copper Corp.
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
13. Long-Term Debt
Details of the long-term debt balances are as follows:
| Mantoverde | ||||
|---|---|---|---|---|
| Development | Revolving Credit | |||
| Project Facility | Facility | Total | ||
| Balance, December 31, 2022 | $ | 527,498 $ | 71,577 $ |
599,075 |
| Additions | — | 127,000 | 127,000 | |
| Repayments | — | (30,000) | (30,000) | |
| Financing fee amortization | (227) | 267 | 40 | |
| Deferred financingfee | — | **(82) ** | (82) | |
| Balance, March 31, 2023 | $ | 527,271 $ | 168,762 $ |
696,033 |
| Additions | — | 392,375 | 392,375 | |
| Repayments | — | (90,375) | (90,375) | |
| Financing fee amortization | (692) | 744 | 52 | |
| Deferred financing fee | — | (2,150) | (2,150) | |
| Loss on debt extinguishment | — | 2,721 | 2,721 | |
| Balance, December 31, 2023 | $ | 526,579 $ | 472,077 $ |
998,656 |
| Additions | — | 76,500 | 76,500 | |
| Repayments | — | (258,500) | (258,500) | |
| Financing fee amortization | (229) | 175 | (54) | |
| Deferred financingfee | — | (67) | (67) | |
| Balance, March 31, 2024 | $ | 526,350 $ | 290,185 $ |
816,535 |
| Less: currentportion | (42,456) | — | (42,456) | |
| Non-currentportion | $ | 483,894 $ | 290,185 $ |
774,079 |
Mantoverde Development Project Facility
In order to fund the construction of MVDP, the Company secured a senior secured amortizing project debt facility in an aggregate amount of $520 million (the "MVDP Facility", comprising the “Covered Facility” $250 million, the “Uncovered Facility” $210 million, and the “ECA Direct Facility” $60 million). These project finance facilities are subject to affirmative, financial and restrictive covenants that include obligations to maintain the security interests in favour of the lenders over substantially all of the Mantoverde assets, insurance coverage, maintenance of offtake agreements, environmental and social compliance, restrictions on new financial indebtedness, distributions and dispositions, and compliance with certain financial ratios. As at March 31, 2024, the Company was in compliance with these covenants.
At March 31, 2024, $520 million was drawn on the MVDP Facility with $6.4 million recognized as an adjustment to record the debt at its fair value as required as part of the accounting for the business combination with Mantos (December 31, 2023 - $520 million and $6.6 million). This fair value adjustment amortizes down to its historical cost over the duration of the MVDP Facility.
20
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2024 and 2023
Capstone Copper Corp.
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
Interest on borrowings under the MVDP Facility is payable quarterly. As a result of Interest Rate Benchmark Reform, the Company has completed the transition from LIBOR to an adjusted SOFR for its MVDP debt financing facility. The transition resulted in a variable rate of SOFR compounded daily to a 3-month period plus 0.2616% per annum, with margins unchanged (i.e., 1.65% for the Covered Facility and, with respect to the Uncovered Facility, a rate of 3.75% and, with respect to the ECA Direct Facility, a rate of 4.00% pre-completion of the MVDP, and decreasing to 3.50% and 3.75% respectively post-completion of the MVDP). Pursuant to the Covered Facility, an export credit agency guaranteed premium of 2.05% per annum is also payable quarterly and calculated over amounts outstanding under the Covered Facility. The MVDP Facility is secured by a comprehensive security package covering substantially all of the Mantoverde assets. The MVDP Facility amortizes from the earlier of September 30, 2024 and 180 days after project completion until December 2030 for the Uncovered Facility and December 2032 for the Covered Facility and ECA Direct Facility.
To mitigate the risk of movements in interest rates, and in compliance with a covenant in the MVDP Facility, a subsidiary of the Company entered into a fixed-for-floating SOFR swap at 1.015% with floating rate of daily SOFR, compounded to a quarterly rate, plus 0.2616% adjustment. The fixed-for-floating swap notional represents the notional amount as of the reporting period. The derivative instruments are a series of quarterly contracts, with notional amounts in line with planned quarterly balances based on expected project finance debt drawdown and expected amortization.
Revolving Credit Facility
On September 22, 2023, Capstone amended its RCF to increase the aggregate commitments from $600 million to $700 million and extended the maturity from May 2026 to September 2027. The Amended RCF bears interest on a sliding scale of adjusted term SOFR plus a margin of 2.000% to 2.875%. This amendment was treated as an extinguishment of the previous debt facility, resulting in $2.7 million of deferred financing fees being written off during the year ended December 31, 2023.
The interest rate at March 31, 2024 was one-month adjusted term SOFR of 5.43% plus 2.375% (2023 - adjusted term SOFR of 5.46% plus 2.125%) with a standby fee of 0.53% (2023 – 0.48%) payable on the undrawn balance (adjustable in certain circumstances).
The RCF is secured against the present and future real and personal property, assets and undertakings of Capstone Copper other than defined excluded entities which comprise the Mantoverde mine property and the Santo Domingo development property.
The RCF requires Capstone to maintain certain financial ratios relating to debt and interest coverage. Capstone was in compliance with these covenants as at March 31, 2024.
Surety Bonds
As at March 31, 2024, the Company has in place seven surety bonds totaling $252.9 million to support various reclamation and other obligation bonding requirements. These comprise $182.0 million securing reclamation obligations at Pinto Valley, $4.0 million provided as security as part of a power supply agreement at Pinto Valley, $1.8 million related to the construction of a port for the Santo Domingo development project in Chile, $26.4 million at Mantoverde, and $38.7 million at Mantos Blancos, respectively, securing reclamation obligations. The Company is also an Indemnitor to the surety bond provider for the surety bond obligations of Minto Metals Corp. ("Minto Metals") ( Note 16 ).
21
Capstone Copper Corp. Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2024 and 2023
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
14. Deferred Revenue
Silver Precious Metals Purchase Arrangement ("Silver PMPA")
On February 19, 2021, Capstone Mining concluded the Silver PMPA with Wheaton Precious Metals ("Wheaton") whereby Capstone received an upfront cash consideration of $150 million against delivery of 50% of the silver production from the Cozamin mine until 10 million ounces have been delivered, thereafter dropping to 33% of silver production for the remaining life of mine. In addition to the upfront cash consideration of $150 million, as silver is delivered under the terms of the Silver PMPA, the Company receives cash payments equal to 10% of the spot silver price at the time of delivery for each ounce delivered to Wheaton. The Silver PMPA is effective December 1, 2020. Wheaton has been provided certain security in support of the Company’s obligations under the Silver PMPA.
The Company recorded the upfront cash consideration received of $150 million as deferred revenue and recognizes amounts in revenue as silver is delivered under the Silver PMPA. Capstone determines the amortization of deferred revenue to the consolidated statements of loss on a per unit basis using the estimated total number of silver ounces expected to be delivered over the life of the Cozamin mine. The amortization rate requires the use of proven and probable mineral reserves and certain mineral resources which management is reasonably confident will be transferred to mineral reserves. The Company estimates the current portion of deferred revenue based on deliveries anticipated over the next twelve months. During the three months ended March 31, 2024, the Company delivered 118,337 ounces (2023 - 111,864 ounces) of silver to Wheaton under the Silver PMPA.
The agreement with Wheaton includes a completion test which requires the completion of the paste backfill plant by December 31, 2023, and production of at least 105,000 cubic meters of suitable past backfill for use in the underground operations at Cozamin over a consecutive 90-day period. The Company failed to achieve the completed requirements and believes the Company's exposure is a range of $nil to $4.6 million based on the ratio of paste backfill that was used in the underground operation, compared to the target of 105,000 tonnes.
Gold Precious Metals Purchase Arrangement ("Gold PMPA")
On April 21, 2021, Capstone Mining received an early deposit of $30 million ("the Early Deposit") in relation to the Gold PMPA with Wheaton effective March 24, 2021. If completion has not been achieved on or before the third anniversary date of receiving the early deposit, and early deposit delay payment will be triggered that would require the company to sell and deliver 104 ounces of refined gold per month until the earlier of: the month completion is achieved, the month in which the early deposit is repaid to Wheaton or the month which refined gold is first sold and delivered to Wheaton. In the fourth quarter of 2023, the Company recorded an obligation under the gold stream of $7.1 million. As of March 31, 2024 the value of the obligation increased by $0.6 million to $7.7 million.
Additional deposits of $260 million are to be received under the Gold PMPA over the Santo Domingo construction period, subject to sufficient financing having been obtained to cover total expected capital expenditures and other customary conditions, for total consideration of $290 million (collectively "the Deposit"). Wheaton will receive 100% of the gold production from the Company's Santo Domingo development project until 285,000 ounces have been delivered, thereafter dropping to 67% of the gold production for the remaining life of mine.
In addition to the deposits of $290 million, as gold is delivered under the terms of the Gold PMPA, Capstone receives cash payments equal to 18% of the spot gold price at the time of delivery for each ounce delivered to Wheaton, until the Deposit has been reduced to zero, thereafter increasing to 22% of the spot gold price upon delivery. Wheaton has been provided certain security in support of the Company’s obligations under the Gold PMPA. The initial term of the Gold PMPA is 20 years.
22
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2024 and 2023
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
Details of changes in the balance of deferred revenue are as follows:
| Silver PMPA | Gold PMPA | Total | ||
|---|---|---|---|---|
| Balance, December 31, 2022 | $ | 135,494 $ | 33,492 $ | 168,986 |
| Accretion expense | 7,528 | 2,277 | 9,805 | |
| Recognized as revenue on delivery of silver | (13,707) | — | (13,707) | |
| Variable consideration adjustment | (5,326) | — | (5,326) | |
| Balance, December 31, 2023 | $ | 123,989 $ | 35,769 $ | 159,758 |
| Accretion expense | 1,736 | 608 | 2,344 | |
| Recognized as revenue on deliveryof silver | (2,999) | — | (2,999) | |
| Balance, March 31, 2024 | $ | 122,726 $ | 36,377 $ | 159,103 |
| Less: currentportion(Note 10) | (12,393) | — | (12,393) | |
| Non-currentportion | $ | 110,333 $ | 36,377 $ | 146,710 |
Consideration from the PMPAs is considered variable, as silver and gold stream revenues can be subject to cumulative adjustments when the number of ounces to be delivered under the contracts change, when there is an increase in the Company’s mineral reserve and resource estimates or when there are changes to the mine plans.
15. Income Taxes
Income tax expense (recovery) differs from the amount that would result from applying the Canadian federal and provincial income tax rates to earnings before income taxes. These differences result from the following items:
| Three months ended | Three months ended | Three months ended | March 31, | |
|---|---|---|---|---|
| 2024 | 2023 | |||
| Income (loss) before income taxes | $ | 973 | $ | (39,168) |
| Canadian federal andprovincial income tax rates | 27.00 % | 27.00 % | ||
| Income tax expense (recovery) based on the above rates | 263 | (10,575) | ||
| Increase (decrease) due to: | ||||
| Non-deductible expenditures | 1,981 | 343 | ||
| Effects of different statutory tax rates on (income) losses of subsidiaries | (145) | 257 | ||
| Mexican and Chilean mining royalty taxes | 903 | 1,204 | ||
| Current period losses for which deferred tax assets (were) were not | ||||
| recognized | 3,093 | 375 | ||
| Foreign exchange and other translation adjustments | (940) | (2,464) | ||
| Other | 1,584 | 642 | ||
| Income tax expense(recovery) | $ | 6,739 | $ | (10,218) |
| Current income and mining tax expense (recovery) | $ | 6,749 | $ | (1,887) |
| Deferred income tax expense | (10) | (8,331) | ||
| Income tax expense(recovery) | $ | 6,739 | $ | (10,218) |
23
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2024 and 2023
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
16 Provisions
The reclamation and closure cost obligations relate to the operations of the Pinto Valley, Cozamin, Mantos Blancos and Mantoverde mines.
Details of changes in the balances are as follows:
| Reclamation | Reclamation | |||||||
|---|---|---|---|---|---|---|---|---|
| & closure | Other | Share-based | ||||||
| cost | Minto | closure | payment | |||||
| obligations | obligation | provisions | obligations | Total | ||||
| Balance, January 1, 2024 | $ | 214,197 $ |
41,186 |
$ | 35,360 | $ | 9,787 $ 300,530 |
|
| Share-based payment expense | ||||||||
| (Note 17) | — | — | — | 4,064 | 4,064 | |||
| Change in estimates | (6,397) | — | 929 | — | (5,468) | |||
| Interest expense from discounting | ||||||||
| obligations | 2,296 | 503 | 404 | — | 3,203 | |||
| Settlements during the period | (53) | (2,883) | (1,945) | (4,092) | (8,973) | |||
| Currency translation adjustments | — | (968) | (3,100) | (180) | (4,248) | |||
| Balance, March 31, 2024 | $ | 210,043 $ |
37,838 |
$ | 31,648 | $ | 9,579 $ 289,108 |
|
| Less: Current portion included within | ||||||||
| other liabilities(Note 10) | — | (22,101) | — | (8,377) | (30,478) | |||
| Totalprovisions - non-current | $ | 210,043 $ |
15,737 |
$ | 31,648 | $ | 1,202 $ 258,630 |
|
| Balance, January 1, 2023 | $ | 199,739 $ |
— |
$ | 29,929 | $ | 40,464 $ 270,132 |
|
| Additions_(Note 5)_ | — | 53,923 | — | — | 53,923 | |||
| Share-based payment expense | ||||||||
| (Note 17) | — | — | — | 15,045 | 15,045 | |||
| Change in estimates | 6,741 | (2,035) | 8,467 | — | 13,173 | |||
| Interest expense from discounting | ||||||||
| obligations | 8,960 | — | 1,437 | — | 10,397 | |||
| Settlements during the year | (1,243) | (10,407) | (4,791) | (46,071) | (62,512) | |||
| Currencytranslation adjustments | — | (295) | 318 | 349 | 372 | |||
| Balance,December 31,2023 | $ | 214,197 $ |
41,186 |
$ | 35,360 | $ | 9,787 $ 300,530 |
|
| Less: Current portion included within | ||||||||
| other liabilities_(Note 10)_ | — | (23,943) | — | (8,455) | (32,398) | |||
| Totalprovisions - non-current | $ | 214,197 $ |
17,243 |
$ | 35,360 | $ | 1,332 $ 268,132 |
Minto Obligation
In June 2019, the Company completed the sale of its 100% interest in the Minto mine to Pembridge Resources PLC ("Pembridge"). In conjunction with the sale, Minto Metals Corp. ("Minto Metals") posted a surety bond to cover potential future reclamation liabilities. While this surety bond is outstanding, the Company remains an Indemnitor to the surety bond provider for Minto Metal's surety bond obligations in the Yukon.
24
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2024 and 2023
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
In May 2023, Minto Metals announced that it had ceased all operations at the Minto mine located within the Selkirk First Nation's territory in central Yukon Territories and that the Yukon Government assumed care and control of the site. As Minto Metals had defaulted on the surety bond and has now entered receivership proceedings, Capstone recognized an initial liability of approximately US$55 million (C$72 million) related to the Company's obligations towards the issuer of the surety bond. In estimating the provision, the Company has made assumptions regarding the timing of cash outflows, long-term inflation rates and discount rate. Due to the associated uncertainty of the timing of cash outflows, it is possible that estimates may need to be revised. The Company's exposure on calls against the surety bond is capped at approximately C$72 million therefore the timing of cash outflows and changes in the C$:US$ exchange rate are the largest contributors to the measurement uncertainty.
As at March 31, 2024, the Company has made payments of $13.3 million (December 31, 2023 - $10.4 million) to the Yukon Government for reclamation work performed. As at March 31, 2024, the Company has reclassified C$29.9 million (US$22.1 million) to other liabilities.
17. Share Capital
Authorized
An unlimited number of common voting shares without par value.
On February 8, 2024, the Company and Orion Fund JV Limited, Orion Mine Finance Fund II LP and Orion Mine Finance (Master) Fund I-A LP (collectively, “Orion”) closed a bought deal financing with a syndicate of underwriters ("the Offering"). Pursuant to the Offering, the Underwriters purchased on a bought deal basis from the Company and Orion, a total of 68,448,000 common shares of Capstone (“Common Shares”) at a price of C$6.30 per Common Share (the "Offering Price"), which included the exercise in full of the Underwriters' overallotment option of 8,928,000 Common Shares from the Company, for aggregate gross proceeds under the Offering of C$431,222,400.
In connection with the Offering, 56,548,000 Common Shares were issued by the Company for gross proceeds to the Company of C$356.3 million and 11,900,000 shares were sold by Orion for gross proceeds to Orion of C$75.0 million. The Company did not receive any proceeds from the secondary sale, which were paid directly to Orion.
Stock options
Pursuant to the Company’s amended stock option plan, directors may authorize the granting of options to directors, officers and employees of the Company to a maximum of 10% of the issued and outstanding common shares at the time of grant, with a maximum of 5% of the Company’s issued and outstanding shares reserved for any one person annually. Options granted under the plan have a term not to exceed five years, with the vesting term at the discretion of the Board. The exercise price of options granted are denominated in Canadian dollars (“C$”).
The continuity of stock options issued and outstanding is as follows:
| Options | Weighted average | ||
|---|---|---|---|
| outstanding | exerciseprice(C$) | ||
| Outstanding,December 31,2023 | 3,542,343 | $ | 4.16 |
| Granted | 958,560 | 7.25 | |
| Exercised | (415,339) | 2.09 | |
| Outstanding,March 31,2024 | 4,085,564 | $ | 5.10 |
25
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2024 and 2023
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
As at March 31, 2024, the following options were outstanding and outstanding and exercisable:
| Exerciseprices(C$) $0.70 $3.47 - $3.90 $4.43 - $4.72 $5.08 - $5.79 $6.00 - $6.97 $7.25 |
Outstanding Outstanding& exercisable Number of options Weighted average exercise price(C$) Weighted average remaining life(years) Number of options Weighted average exercise price(C$) Weighted average remaining life(years) 683,094 $ 0.70 0.9 683,094 $ 0.70 0.9 743,026 3.88 2.0 732,452 3.89 2.0 47,528 4.60 3.4 13,046 4.43 3.7 202,637 5.11 3.1 73,921 5.17 3.1 1,450,719 $ 6.39 3.5 740,692 $ 6.54 3.3 958,560 $ 7.25 9.9 — $ — — 4,085,564 $ 5.10 4.3 2,243,205 $ 3.84 2.1 |
|---|---|
During the three months ended March 31, 2024, the total fair value of options granted was $2.9 million (2023 – $1.9 million) and had a weighted average grant-date fair value of C$4.59 (2023 – C$2.99) per option. During the three months ended March 31, 2024, the weighted average share price of the 0.4 million options exercised during the period was C$7.71 (2023 - 2.4 million options and C$6.27).
Weighted average assumptions used in calculating the fair values of options granted during the period were as follows:
| Three months ended | March | 31, | ||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Risk-free interest rate | 3.35 % | 2.99 | % | |
| Expected dividend yield | nil | nil | ||
| Expected share price volatility | 60 % | 63 | % | |
| Expected forfeiture rate | 6.51 % | 6.35 | % | |
| Expected life | 3.7years | 3.9 | years |
Other share-based compensation plans
Under the Share Unit Plan (“SUP”), the Company grants Performance Share Units (“PSUs”) and Restricted Share Units (“RSUs”). PSUs granted to executives vest after three years and are subject to a performance measure of 0% to 200%. RSUs granted to executives and employees vest 1/3 per year starting on the first anniversary of the grant date. Under the Director’s Deferred Share Unit Plan, the Company grants Deferred Share Units (“DSUs”). DSUs granted to directors vest upon issuance but are not redeemable until cessation of service on the Board.
Under the SUP, PSU and RSU obligations can be settled in cash, shares delivered from a Share Purchase Trust or a combination thereof, as determined by and at the discretion of the Human Resources and Compensation Committee of the Company’s Board of Directors. DSU obligations, under the Director’s Deferred Share Unit Plan, are redeemed in cash.
Deferred Share Units
The Company has established a Deferred Share Unit Plan (the “DSU Plan”) whereby DSUs are issued to directors as long-term incentive compensation. DSUs issued under the DSU Plan are fully vested upon issuance and entitle the holder to a cash payment only following cessation of service on the Board of Directors. The value of the DSUs when converted to cash will be equal to the number of DSUs granted multiplied by the quoted market value of a Capstone common share at the time the conversion takes place.
26
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2024 and 2023
Capstone Copper Corp.
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
Compensation expense related to DSUs is recorded immediately and is adjusted at each reporting period to reflect the change in quoted market value of the Company’s common shares. DSU obligations, under the DSU Plan, are redeemed in cash.
Restricted Share Units and Performance Share Units
The Company has established a Share Unit Plan (the “Plan”) whereby RSUs and PSUs are issued as long-term incentive compensation. RSUs are issued to employees. PSUs are issued to executives.
RSUs issued under the Plan entitle the holder to a cash payment, shares delivered from a Share Purchase Trust or a combination thereof, at the end of the vesting period equal to the number of RSUs granted, multiplied by the quoted market value of a Capstone common share on the completion of the vesting period. RSUs granted to employees vest 1/3 per year over their three-year term.
PSUs issued under the Plan entitle the holder to a cash payment, shares delivered from a Share Purchase Trust or a combination thereof, at the end of a three-year performance period equal to the number of PSUs granted, adjusted for a performance factor and multiplied by the quoted market value of a Capstone common share on the completion of the performance period. The performance factor can range from 0% to 200% and is determined by comparing the Company’s total shareholder return to those achieved by a peer group of companies.
Compensation expense related to RSUs and PSUs is recorded over the three-year vesting period. The amount of compensation expense is adjusted at each reporting period to reflect the change in quoted market value of the Company’s common shares, the number of RSUs and PSUs expected to vest, and in the case of PSUs, the expected performance factor. RSU and PSU obligations, under the Share Unit Plan, can be settled in cash, shares delivered from a Share Purchase Trust or a combination thereof, as determined by and at the discretion of the Human Resources and Compensation Committee of the Company’s Board of Directors.
During the three months ended March 31, 2024, the total fair value of DSUs, RSUs, and PSUs granted under the SUP was $8.8 million (2023 – $6.3 million), and had a weighted average grant-date fair value of C$7.25 (2023 – C$6.00) per unit.
PSUs and RSU’s awarded to executives have been granted under a Treasury Share Unit Plan (“TSUP”). Treasury PSUs granted to executives vest after three years and are subject to a performance measure of 0% to 200%. Treasury RSUs granted to executives vest 1/3 per year starting on the first anniversary of the grant date. Canadian based executives are able to retain the PSUs and RSUs after vesting and elect when to redeem the units within 10 years of the grant date. Under the TSUP, PSU and RSU obligations can be settled in shares from treasury or cash, at the election of the Company.
During the three months ended March 31, 2024, the total fair value of units granted under the TSUP was $4.6 million (2023 – $2.4 million), and had a weighted average grant-date fair value of C$4.53 (2023 – C$5.77) per unit.
Weighted average assumptions used in calculating the fair values of units granted under the TSUP during the period were as follows:
| period were as follows: | ||||
|---|---|---|---|---|
| Three months ended | March | 31, | ||
| 2024 | 2023 | |||
| Risk-free interest rate | 3.08 % | 2.76 | % | |
| Expected dividend yield | nil | nil | ||
| Expected share price volatility | 61 % | 64 | % | |
| Expected forfeiture rate | 1.66 % | nil | ||
| Expected life | 8.2years | 8.7 | years |
No Capstone shares were purchased by the Share Purchase Trust during the three months ended March 31, 2024 and 2023.
27
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2024 and 2023
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
The continuity of DSUs, RSUs, and PSUs issued and outstanding is as follows:
| Share Unit Plan | Treasury Share | Unit Plan | |||
|---|---|---|---|---|---|
| DSUs | RSUs | PSUs | RSUs | PSUs | |
| Outstanding,December 31,2023 | 957,331 | 1,487,114 |
80,017 | 876,550 | 1,853,278 |
| Granted | 104,486 | 1,370,746 |
179,870 | 246,469 | 1,193,880 |
| Forfeited | — | (137,142) |
— | — | — |
| Settled | — | (680,340) |
(97,940) | (59,852) | (308,720) |
| Outstanding,March 31,2024 | 1,061,817 | 2,040,378 |
161,947 | 1,063,167 | 2,738,438 |
Share-based compensation expense:
| Three months ended | Three months ended | March | 31, | |
|---|---|---|---|---|
| 2024 | 2023 | |||
| Share-based compensation expense related to stock options | $ | 574$ | 488 | |
| Share-based compensation expense related to RSUs and PSUs (TSUP) | 2,489 | 494 | ||
| Share-based compensation expense related to DSUs,RSUs and PSUs(SUP) | 4,064 | 11,036 | ||
| Total share-based compensation expense | $ | 7,127$ | 12,018 |
18. Revenue
The Company’s revenue breakdown by metal is as follows:
| The Company’s revenue breakdown by metal is as follows: | |||
|---|---|---|---|
| Three months ended | March 31, | ||
| 2024 | 2023 | ||
| Copper concentrate | $ | 245,137$ | 263,108 |
| Copper cathode | 104,125 | 101,641 | |
| Silver | 8,935 | 7,337 | |
| Molybdenum | 602 | 3,742 | |
| Gold | (773) | 781 | |
| Zinc | **(2) ** | — | |
| Totalgross revenue | 358,024 | 376,609 | |
| Less: treatment and selling costs | (16,656) | (20,733) | |
| Less:pricingand volume adjustments | **(1,471) ** | (20,280) | |
| Revenue | $ | 339,897$ | 335,596 |
Pricing and volume adjustments represent mark-to-market adjustments on initial estimates of provisionally priced sales, offsetting realized and unrealized changes to fair value for time swaps, and adjustments to originally invoiced weights and assays.
28
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2024 and 2023
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
19. Loss Per Share
Loss per share, calculated on a basic and diluted basis, is as follows:
| Three months ended March 31, | Three months ended March 31, | Three months ended March 31, | |
|---|---|---|---|
| 2024 | 2023 | ||
| Loss per share | |||
| Basic and diluted | **(0.01) ** | (0.03) | |
| Net earnings (loss) | |||
| Net earnings(loss)attributable to common shareholders - basic and diluted | $ | (4,837) $ | (20,002) |
| Weighted average shares outstanding- basic and diluted | 728,558,632 | 691,818,526 | |
| Potentially dilutive securities excluded(as anti-dilutive) | |||
| Stock options | 4,085,564 | 5,658,922 | |
| TSUP units | 3,801,605 | 2,718,041 |
For periods where the Company records a loss, Capstone Copper calculates diluted loss per share using the basic weighted average number of shares. If the diluted weighted average number of shares were used, the result would be a further reduction in the loss per share.
20. Supplemental Cash Flow Information
The changes in non-cash working capital items are composed as follows:
| Three months ended | Three months ended | March 31, | |
|---|---|---|---|
| 2024 | 2023 | ||
| Receivables | $ | (18,616)$ | 23,958 |
| Inventories | (5,706) | (13,664) | |
| Other assets | 285 | (8,084) | |
| Accounts payable and accrued liabilities | 3,453 | (13,410) | |
| Other liabilities | 5,757 | (27,617) | |
| Net change in non-cash workingcapital | $ | (14,827) $ | (38,817) |
The changes in other non-cash items are composed as follows:
| Three months ended March | Three months ended March | 31, | |
|---|---|---|---|
| 2024 | 2023 | ||
| VAT receivable | $ | 218$ | — |
| Other non-current assets | (451) | 265 | |
| Other non-current liabilities | **(674) ** | 643 | |
| Net change in other non-cash items | $ | (907) $ | 908 |
29
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2024 and 2023
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
Below is a reconciliation of depreciation in operating cash-flows in the consolidated statement of cash-flows to the Mineral Properties, Plant and Equipment (Note 8 ):
| Mineral Properties, Plant and Equipment (Note 8): | ||||
|---|---|---|---|---|
| Three months ended | March | 31, | ||
| 2024 | 2023 | |||
| Depreciation and depletion per mineral properties, plant and equipment(Note | ||||
| 8) | 67,058 | 55,219 | ||
| Depreciation included in general and administrative expense | 88 | 138 | ||
| Depreciation included in care and maintenance | 962 | 98 | ||
| Non-cash inventory recovery of write-down | (334) | — | ||
| Change in depreciation and depletion capitalized to inventory, capitalized | ||||
| strippingand construction inprogress | 1,797 | (10,176) | ||
| Depreciation and depletion expense | $ | 69,571$ | 45,279 |
Below is a reconciliation of additions in investing cash-flows in the consolidated statement of cash-flows to the Mineral Properties, Plant and Equipment (Note 8):
| Mineral Properties, Plant and Equipment (Note 8): | |||
|---|---|---|---|
| Three months ended | March 31, | ||
| 2024 | 2023 | ||
| Additions / expenditures on mining interests_(Note 8)_ | (169,991) | (209,378) | |
| Lease additions_(Note 12)_ | 46,728 | 8,530 | |
| Changes in workingcapital and other items (i) | 4,937 | 14,200 | |
| Expenditures on mininginterests_(ii)_ | $ | (118,326) $ | (186,648) |
-
i. The changes in working capital relate to the movement in accounts payable and prepayments related primarily to capital expenditures on the MVDP.
-
ii. Includes $21.6 million of capitalized finance costs for the three months ended March 31, 2024 (2023 - $12.3 million).
21. Commitments
Royalty Agreements
Under the terms of the December 2003 option agreement with Grupo Minera Bacis S.A. de C.V. (“Bacis”), Capstone Mining assumed a 100% interest in the Cozamin mine with a 3% net smelter royalty paid to Bacis on all payable metal sold from production on the property covered by the agreement.
In connection with the financing of the Mantos Blancos Debottlenecking Development Project, Mantos Copper S.A. entered into a royalty agreement with Southern Cross Royalties Limited ("Southern Cross"). Southern Cross is entitled to a 1.525% net smelter royalty on copper production. The royalty is for a period initially through January 1, 2035 that may be extended by Southern Cross at its sole discretion through the duration of the mining rights and is subject to the Company's option to reduce the royalty amount by 50% any time after January 1, 2023, subject to a one-time payment.
Agreement with Osisko Bermuda Limited ("Osisko")
Pursuant to a long-term streaming agreement made in 2015, that covers the life of mine, the Company delivers 100% of the payable silver sold by Mantos Blancos to Osisko Bermuda Limited ("Osisko"). Osisko pays a cash price of 8% of the spot price at the time of each delivery, in addition to an upfront acquisition price previously paid. After 19.3 million ounces of silver have been delivered under the agreement, the stream will be reduced to 40%. Mantos Blancos has delivered 5.8 million silver ounces since contract inception until March 31, 2024.
30
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2024 and 2023
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
Agreement with Jetti Resources, LLC (“Jetti”)
Under the terms of the 2019 agreement, the Company is required to make quarterly royalty payments to Jetti based on an additional net profits calculation resulting from cathode production at the Pinto Valley mine. The initial term of the agreement is ten years, renewable for 5-year terms thereafter.
Off-take agreements
The Company has sales commitments of copper concentrate production at Mantos Blancos under off-take agreements with Glencore.
The Company has sales commitments equal to 100% of its copper cathode production at Mantoverde and Mantos Blancos under off-take agreements with Anglo American Marketing Limited ("AAML") and expect to deliver into the commitments by the end of 2024.
The Company has concentrate off-take agreements with third parties whereby they will purchase 100% of the copper concentrate produced by the Cozamin mine up to the end of December 2024.
The Company has a number of annual and multi-year concentrate off-take agreements with third parties whereby they will purchase the copper concentrate produced by the Pinto Valley Mine.
The Company entered into an off-take agreement with Boliden Commercial AB (“Boliden”) for 75,000 tonnes of copper concentrates in each contract year. The off-take agreement expires ten years after the commencement of commercial production at the MVDP, subject to potential extension if less than 750 thousand tonnes of copper concentrates have been delivered at the contract term and subject to termination if commercial production does not commence by December 31, 2024.
MMC agreed to provide a $60 million COF in exchange for additional off-take of copper concentrate production under a 10-year contract. The off-take agreement includes Mantoverde agreeing to sell 30% of its annual copper production per year delivered for its equivalent in copper concentrates, plus an additional amount of 30,000 tonnes of copper concentrate as a result of fully utilizing the COF that was provided by MMC in connection with the MVDP. The agreement between MMC and Mantoverde to sell 30% of its annual copper production is for the duration of the Mantoverde commercial mine life. The amount payable for copper is based on average LME prices, subject to certain terms (Note 11).
Other
The Company has contractual agreements extending until 2026 and 2033 to purchase water for operations at Mantos Blancos.
The Company has contractual agreements for the purchase of power for operations at Mantos Blancos and Mantoverde, extending until 2038 and 2039, respectively. The Company also entered into a contractual agreement for access to a power transmission plant for the Santo Domingo project, for a period of 12 years from the date the transmission facility construction was completed, in Q4 2023.
The Company has contractual arrangements at Mantos Blancos and Mantoverde for the purchase of 290,000 tonnes of acid during the remainder of 2024, 100,000 tonnes in 2025 and 100,000 tonnes in 2026.
The Company has provided a guarantee to the Chilean Internal Revenue Service that all VAT amounts refunded, plus interest, will be repaid if construction of the Santo Domingo development project is not completed by August 31, 2026.
31
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2024 and 2023
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
22. Other Expense
Details are as follows:
| Details are as follows: | |||
|---|---|---|---|
| Three months ended | March 31, | ||
| 2024 | 2023 | ||
| Gold stream obligation | $ | (600)$ | — |
| Restructuring costs | (412) | (590) | |
| Care and maintenance expense | (1,074) | — | |
| Gain on disposal of MPP&E | 1,263 | 200 | |
| Miscellaneous other expense | **(3,457) ** | (2,326) | |
| Total other expense | $ | (4,280) $ | (2,716) |
23. Finance Income and Costs
Details of finance income and costs are as follows:
| Three months ended | Three months ended | March 31, | |
|---|---|---|---|
| 2024 | 2023 | ||
| Interest income | $ | 1,646$ | 1,381 |
| Interest on RCF | (8,417) | (2,053) | |
| Interest on MVDP facility | (10,899) | (9,829) | |
| Interest on shareholder loans and COF | (3,960) | (1,255) | |
| Lease liability interest_(i)_ | (1,008) | (627) | |
| Accretion of deferred revenue | (2,344) | (2,451) | |
| Accretion on decommissioning & restoration provisions | (2,296) | (2,274) | |
| Accretion on payable on purchase of NCI | (522) | (497) | |
| Accretion on Minto obligation | (503) | — | |
| Amortization of financing fees | (175) | (267) | |
| Other interest expense | **(1,554) ** | (1,613) | |
| Sub-total | $ | (30,032) $ | (19,485) |
| Less finance costs capitalized on construction inprogress | 21,550 | 11,603 | |
| Total finance cost,net | $ | (8,482) $ | (7,882) |
i. A portion of accretion on leases has been capitalized to Construction in Progress related to the MVDP.
Finance income (expense) are as follows:
| Three months ended | Three months ended | March 31, | |
|---|---|---|---|
| 2024 | 2023 | ||
| Finance income | $ | 1,647$ | 1,381 |
| Finance cost | **(10,129) ** | (9,263) | |
| Total finance cost,net | $ | (8,482) $ | (7,882) |
32
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2024 and 2023
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
24. Segmented Information
The Company is engaged in mining, exploration and development of mineral properties, and has operating mines in the US, Chile and Mexico. The Company has six reportable segments as identified by the individual mining operations of Pinto Valley (US), Mantos Blancos (Chile), Mantoverde (Chile), Cozamin (Mexico), as well as the Santo Domingo development project (Chile) and Other. Early stage exploration, other and corporate operations are reported in the Other segment. Intercompany revenue and expense amounts have been eliminated within each segment in order to report on the basis that management uses internally for evaluating segment performance. Total assets and liabilities do not reflect intercompany balances, which have been eliminated on consolidation. Segments are operations reviewed by the CEO, who is considered to be the chief operating decision maker.
33
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2024 and 2023
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
| Three months ended March 31, 2024 | |
|---|---|
| Pinto Valley Mantos Blancos Mantoverde Cozamin Santo Domingo Other Total |
|
| Revenue Copper concentrate Copper cathode Silver Molybdenum Gold Zinc Treatment and selling costs Pricing and volume adjustments (i) |
$ 117,947 $ 78,905 $ — $ 48,285 $ — $ — $ 245,137 5,682 15,217 83,226 — — — 104,125 1,445 186 — 7,304 — — 8,935 602 — — — — — 602 (773) — — — — — (773) — — — (2) — — (2) (9,490) (3,863) (516) (2,787) — — (16,656) 3,315 (2,336) 83 76 — (2,609) (1,471) |
| Net revenue Production costs Royalties Depletion and amortization |
118,728 88,109 82,793 52,876 — (2,609) 339,897 (75,757) (67,154) (80,712) (25,413) — — (249,036) (552) (2,203) (827) (1,018) — — (4,600) (20,966) (20,260) (16,739) (10,223) — — (68,188) |
| Income (loss) from mining operations General and administrative expenses Exploration expenses Share-based compensation expense |
21,453 (1,508) (15,485) 16,222 — (2,609) 18,073 (16) — — (33) (24) (5,832) (5,905) — — — (5) (15) (290) (310) — — — — — (7,127) (7,127) |
| Income (loss) from operations Realized and unrealized gains (losses) on derivative instruments Other (expense) income - net Net finance(costs) income |
21,437 (1,508) (15,485) 16,184 (39) (15,858) 4,731 — — 4,673 — — (8,411) (3,738) (1,036) 2,509 7,019 (309) (437) 716 8,462 (1,128) (1,524) (616) (2,328) (521) (2,365) (8,482) |
| Income (loss) before income taxes Income tax(expense) recovery |
19,273 (523) (4,409) 13,547 (997) (25,918) 973 (2,684) (637) 1,313 (4,010) — (721) (6,739) |
| Total net income(loss) | $ 16,589 $ (1,160) $ (3,096) $ 9,537 $ (997) $(26,639) $ (5,766) |
| Mineral properties, plant & equipment additions |
$ 14,839 $ 25,922 $ 116,406 $ 6,558 $ 5,163 $ 1,103 $ 169,991 |
i. Included in pricing and volume adjustments are realized and unrealized gains (losses) on the Company's quotational pricing copper contracts.
ii. Intersegment sales and transfers are eliminated in the table above. For the three months ended March 31, 2024, intersegment revenue for Cozamin and the Other segment was $2.8 million and $0.3 million (2023 - $2.5 million and $0.2 million), respectively.
34
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2024 and 2023
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
| Three months ended March 31,2023 | |||
|---|---|---|---|
| Pinto Valley Mantos Blancos Mantoverde Cozamin Santo Domingo Other Total |
|||
| Revenue Copper concentrate Copper cathode Silver Molybdenum Gold Treatment and selling costs Pricingand volume adjustments |
$ 122,004 $ 92,707 $ — $ 48,397 $ — $ — $ 263,108 5,453 33,190 62,998 — — — 101,641 1,352 524 — 5,461 — — 7,337 3,742 — — — — — 3,742 781 — — — — — 781 (9,392) (7,854) (928) (2,559) — — (20,733) 113 (2,412) (1,101) (679) — (16,201) (20,280) |
||
| Net revenue Production costs Royalties Depletion and amortization |
124,053 116,155 60,969 50,620 — (16,201) 335,596 (82,256) (75,756) (63,592) (18,777) — — (240,381) (319) (1,775) — (856) — — (2,950) (21,510) (12,829) (7,657) (5,883) — — (47,879) |
||
| Income (loss) from mining operations General and administrative expenses Exploration expenses Share-based compensation expense |
19,968 25,795 (10,280) 25,104 — (16,201) 44,386 (20) — — (23) (35) (5,564) (5,642) — — — (11) (38) (1,150) (1,199) — — — — — (12,018) (12,018) |
||
| Income (loss) from operations Unrealized and realized gain on derivative instruments Other (expense) income - net Net finance costs |
19,948 25,795 (10,280) 25,070 (73) (34,933) 25,527 — — (20,239) — — (24,596) (44,835) (436) (6,199) (5,828) 1,166 (96) (585) (11,978) (772) (1,631) (71) (2,238) (559) (2,611) (7,882) |
||
| Income (loss) before income taxes Income tax(expense)recovery |
18,740 17,965 (36,418) 23,998 (728) (62,725) (39,168) (1,822) (4,402) 11,111 (5,003) — 10,334 10,218 |
||
| Total net income (loss) Mineral properties, plant & equipment additions |
$ 16,918 $ 13,563 $ (25,307) $ 18,995 $ (728) $ (52,391) $ (28,950) 10,429 23,246 162,086 9,739 3,878 — 209,378 |
||
| As at March 31, 2024 | |||
| Pinto Valley Mantos Blancos Mantoverde Cozamin Santo Domingo Other Total |
|||
| Mineral properties, plant and equipment |
$ 753,440 $ 1,008,676 $ 2,900,688 $ 258,530 $ 458,756 $ 2,582 $ 5,382,672 |
||
| Total assets | $ 887,402 $ 1,126,995 $ 3,131,022 $ 307,436 $ 490,310 $ 54,979 $ 5,998,144 |
||
| Total liabilities | $ 229,893 $ 330,123 $ 1,419,577 $ 232,014 $ 61,841 $ 404,583 $ 2,678,031 |
||
| As at December 31,2023 | |||
| Pinto Valley Mantos Blancos Mantoverde Cozamin Santo Domingo Other Total |
|||
| Mineral properties, plant and equipment |
$ 758,846 $ 1,008,874 $ 2,803,818 $ 259,245 $ 453,908 $ 1,566 $ 5,286,257 | ||
| Total assets | $ 876,456 $ 1,133,560 $ 3,018,904 $ 302,805 $ 490,671 $ 51,519 $ 5,873,915 | ||
| Total liabilities | $ 232,368 $ 337,665 $ 1,358,651 $ 109,055 $ 18,415 $ 751,639 $ 2,807,793 |
35