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Generation Mining Limited — Interim / Quarterly Report 2023
May 12, 2023
47559_rns_2023-05-11_8c5510ff-18ea-41b9-9e37-c8dfc1d9733c.pdf
Interim / Quarterly Report
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The following is Management's Discussion and Analysis ("MD&A") of the unaudited interim condensed consolidated financial statements of operations of Generation Mining Limited and its wholly owned subsidiary company (together "Generation" or the "Company") for the three months ended March 31, 2023. This MD&A should be read in conjunction with the unaudited consolidated financial statements for the three months ended March 31, 2023 and 2022 and the audited consolidated financial statements for the year ended December 31, 2022 and 2021 including the notes thereto, prepared in accordance with the International Financial Reporting Standards or ("IFRS").
The MD&A is prepared by management and approved by the Board of Directors as of May 11, 2023. All figures are in Canadian dollars unless stated otherwise. Additional information relevant to the Company's activities can be found on SEDAR at www.sedar.com.
This MD&A contains forward-looking statements. All statements in this discussion, other than statements of historical fact, that address future exploration activities and events or developments that the Company expects, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Forward-looking statements should be read in conjunction with the risk factors described in the "Risk Factors" and "Cautionary Note Regarding Forward Looking Information" sections at the end of this MD&A and as described in the Company's Annual Information Form ("AIF") for the year ended December 31, 2022.
Scientific and technical information contained in this MD&A relating to mineral reserves, mineral resources and exploration results was reviewed and approved by Drew Anwyll, P.Eng., M.Eng., Chief Operating Officer of the Company, and Mauro Bassotti, P.Geo., Vice President of Geology, each a "Qualified Person" under National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101").
Readers are referred to the NI 43-101 technical report for the Marathon Project entitled, "Feasibility Study Update Marathon Palladium & Copper Project Ontario, Canada" (the "2023 Feasibility Study") dated March 31, 2023. Readers are encouraged to review the full text of the Feasibility Study, available for review under the Company's website and under the Company's profile at www.sedar.com. The 2023 Feasibility Study supports the scientific and technical information set out in this MD&A, and supersedes the previously filed Feasibility Study dated March 23, 2021 ("2021 Feasibility Study").
Certain non-IFRS measures are included in this MD&A and are discussed in the Non-IFRS Measures section of this MD&A.
| BUSINESSOVERVIEW | 3 |
|---|---|
| 2022FOURTHQUARTERANDANNUALHIGHLIGHTS | 3 |
| OUTLOOK | 4 |
| CORPORATE,PROJECTANDEXPLORATIONUPDATES | 4 |
| Strengthening Management Team 4 | |
| Advancing Detailed Engineering 5 | |
| Early Procurements5 | |
| Environment, Permitting and Community6 | |
| Project Financing8 | |
| 2023UPDATEDFEASIBILITYSTUDY-MARATHONPROJECT10 | |
| SUMMARYOFMINERALRESERVESANDRESOURCES16 | |
| Mineral Resources16 | |
| Mineral Reserves 17 | |
| Qualified Persons 17 | |
| RESULTSFROMOPERATIONS | 18 |
| SUMMARYOFQUARTERLYRESULTS | 21 |
| FINANCIALPOSITION | 22 |
| LIQUIDITYANDGOINGCONCERNUNCERTAINTY | 23 |
| CAPITALRESOURCES | 24 |
| MARATHONPROPERTYACQUISITION | 24 |
| OTHERMINERALPROPERTIES | 25 |
| RELATEDPARTYTRANSACTIONS | 25 |
| OUTSTANDINGSECURITYDATA | 26 |
| FINANCIALRISKMANAGEMENT | 28 |
| OFF-BALANCESHEETARRANGEMENTS | 29 |
| DIVIDENDS | 29 |
| CRITICALACCOUNTINGESTIMATESANDJUDGEMENTS29 | |
| ACCOUNTINGPOLICIESAND BASISOFPRESENTATION | 29 |
| NON-IFRSMEASURES | 30 |
| RECENTACCOUNTINGPRONOUNCEMENTS | 30 |
| INTERNALCONTROLOVERFINANCIALREPORTING | 31 |
| DISCLOSURECONTROLSANDPROCEDURES | 31 |
| LIMITATIONSOFCONTROLSANDPROCEDURES | 31 |
| RISKSANDUNCERTAINTIES | 31 |
| CAUTIONARYNOTEREGARDINGFORWARD-LOOKINGINFORMATION32 | |
| INFORMATIONCONCERNINGESTIMATESOFMINERALRESERVESANDRESOURCES | 33 |
BUSINESS OVERVIEW
The Company was incorporated under the Business Corporations Act (Ontario) on January 11, 2018. Its registered office islocated at 100 King Street West, Suite 7010, Toronto, Ontario M5X 1B1. The Company's common shares trade on the Toronto Stock Exchange ("TSX") under the symbol GENM and OTCQB Venture Marketplace under the symbol GENMF. The Company is an exploration and development stage company primarily focused on the development and construction of the Marathon Palladium and Copper project located in Marathon, Ontario Canada (the "Marathon Property" or "Marathon Project" or the "Project"), a large undeveloped platinum group metal and copper mineral deposit in Northwestern Ontario, Canada. The Marathon Project is 100% owned by Generation PGM Inc. ("Generation PGM"), a wholly owned subsidiary of Generation. The Company also has other exploration properties located in Canada.
The Company released the results of the 2023 Feasibility Study on March 31, 2023. The 2023 Feasibility Study estimated that at US$1,800/oz palladium, and US$3.70/lb copper, the Marathon Project's net present value ("NPV") (at a 6% discount rate) is approximately $1.16 billion with a payback of 2.3 years and an internal rate of return ("IRR") of 25.8%. Initial Capital costs set out in the 2023 Feasibility Study were estimated at $1,112 million ($898 million net of equipment financing and pre-commercial production revenue). The mine would produce an estimated 166,000 payable palladium ounces and 41 million payable pounds of copper per year over a 12.5-year mine life at an all-in sustaining cost of US$813 per palladium-equivalent ounce.
The Company is at an early stage of development and, as is common with many exploration companies, it relies on financings to fund its exploration and acquisition activities. The Company had a surplus of current assets over current liabilities of $6,576,739 at March 31, 2023; had not yet achieved profitable operations; had accumulated losses of $102,994,226 at March 31, 2023; and expectsto incur further losses in the development of its business. The Company has also made financial commitments which are outlined under Early Procurements elsewhere in this MD&A. The Company does not have adequate cash resources to fund its operations overthe nexttwelve months and willrequire additional financing in order to conduct its planned work programs on its mineral properties, meet its ongoing levels of corporate overhead and discharge its liabilities as they come due. See Liquidity and Going Concern disclosure elsewhere in this MD&A.
2023 FIRST QUARTER HIGHLIGHTS
- On March 31, 2023, the Company filed the 2023 Feasibility Study for the Marathon Project which demonstrates robust economics with an after-tax NPV6% of $1.16 billion and an IRR of 25.8%.
- Subsequent to year end the Company executed a mandate letter to arrange a senior secured project finance facility of up to US$400 million to fund the construction and development of its Marathon Project. A syndicate including Export Development Canada, together with ING Capital LLC and Societe Generale S.A. will act as the Mandated Lead Arrangers. The formal Mandate includes a non-binding indicative term sheet for a senior debt facility of up to US$400 million.
OUTLOOK
The Company intendsto continue to advance the development of the Marathon Project. Key milestones and areas of focus over the next twelve months will include the following:
- Apply for permits critical to allow for construction to commence;
- Advance detailed engineering, long-lead item procurement and project execution plans;
- Arrange project financing required to develop the Marathon Project; and
- Commence early-works construction,subject to receiving the requisite permits and project financing, as discussed elsewhere in this MD&A, along with formal Board approval to advance the Project.
CORPORATE, PROJECT AND EXPLORATION UPDATES
Advancing Detailed Engineering
The Company advanced the detailed engineering and procurement ("EP Services") of the Marathon Project throughout 2022. Late in Q1 2023 the Company paused the EP Services pending increased visibility regarding the timing associated with the receipt of permits required for commencement of construction and associated project financing. The tailings dam designs, water infrastructure, and remaining on-site and offsite infrastructure designs are being advanced in parallel with the process plant designs with the goal of having engineering advanced to a suitable level at the commencement of construction.
Early Procurements
SAG and Ball Mills
On August 8, 2022, Generation PGM entered into an agreement with Hycroft Mining Holding Corporation ("Hycroft"), as subsequently amended, for the purchase of an unused surplus SAG mill, ball mill and power transformers (the "Equipment") currently stored in Nevada and Texas, USA for US$13,560,000, of which US$500,000 was paid on signing, a second payment of US$500,000 was paid on September 9, 2022, and a third payment of US$50,000 was paid on December 30, 2022. A final payment of US$12,550,000 is due June 30, 2023 (originally March 31, 2023, but extended by mutual agreement). Generation PGM will also assume certain costs related to the Equipment, including storage, insurance and financing charges, if any, until completion of the sale.
The SAG mil and Ball mill (the "Mills") are slightly larger in size and power than the initial plant design (2021 FS), which allows the grinding circuit to be operated in a SAB configuration (as opposed to SABC), thereby eliminating the need for a pebble crusher and providing for increased process plant throughput of 10%. The Mills have been incorporated into the revised flow sheet in the 2023 Feasibility Study.
Construction Camp
On July 12, 2022, the Company announced that it had entered into an agreement with Valard Equipment LP ("Valard"), as subsequently amended, for the lease of a construction camp (the "Camp") located in Marathon, Ontario until December 31, 2023 (the "Lease Term") and an option, exercisable atthe Company's discretion, to purchase the Camp on or before the end of the Lease Term. The total remaining obligations, including the monthly lease payments and the purchase option due December 31, 2023 is $3,145,000. In connection with this agreement, the Company has also leased the existing serviced camp site from the Town of Marathon.
The Camp will be used to accommodate up to 283 workers for the initial site preparation phase through the construction phase. Additional accommodation capacity will be secured for the Marathon Project as
construction ramps up to the peak of approximately 1,000 workers. Previously, the Camp was used to accommodate the workforce for a transmission line project and has all the required infrastructure services, including a commercial kitchen, a recreation facility, a maintenance facility and management offices. The Biigtigong Nishnaabeg First Nation ("BN") will operate and service the Camp as part of the Company's commitments under the Community Benefit Agreement ("CBA") entered into with Biigtigong Nishnaabeg.
Early Works Construction
Management currently anticipates commencing early works construction upon receipt of the requisite permits and project financing, as discussed elsewhere in this MD&A, along with formal Board approval to advance the Project.
Environment, Permitting and Community
Environmental Assessment Updates
The development of a mining project in Ontario requires various approvals from both the Federal and Provincial governments. Project permitting is generally split into two phases, the Environmental Assessment ("EA") phase followed by the permitting phase.
The Marathon Project was assessed in accordance with the Canadian Environmental Assessment Act 2012 ("CEAA 2012") and Ontario's Environmental Assessment Act, 1990 ("EA Act") through a JRP pursuant to the Canada-Ontario Agreement on Environmental Assessment Cooperation (2004). The JRP is an independent single Environmental Assessment process that is harmonized with the Federal and Ontario provincial governments and concludes with a recommendation report from the JRP to the federal and provincial Ministers.
Following approval of the Federal and Provincial environmental assessments, various permits, approvals, and licenses will be required to construct and operate the Marathon Project.
The initial EA process was started by the prior proponent (Stillwater Canada Inc) of the Marathon Project in 2010 and was put on hold in January 2014. In September 2019, the Company received confirmation from the Federal and Provincial governments that the Marathon Project would remain subject to the requirements of the CEAA 2012 and the EA Act, and the process could be restarted.
In July 2020, the Company officially restarted the EA approval process and commenced the process to provide an Environmental Impact Statement ("EIS") report addendum. In November 2020, the Government of Canada and the Province of Ontario appointed the JRP members to continue the EA of the Company's Marathon Project. Updated baseline studies were submitted in November 2020 and the initial volume of the EIS was completed in January 2021 with the second volume completed in April 2021. The EIS provides an outline and analysis of key elements of the Project design, the environmental, economic, and social effects along with proposed mitigation, controls and benefits that will be present over the life cycle of the Project from construction to post closure.
In December 2021, the JRP determined that the EIS together with material provided, following requests for additional information, were sufficient to proceed to the public hearings. Over 50 participants, including members of the public, non-governmental organizations, government agencies and Indigenous groups participated in the hearing, held from March 15th to May 19th, 2022, to share their perspectives and pose questions on the potential environmental and socio-economic effects of the Project.
Representatives of Generation PGM, along with its expert witnesses, participated in the technical, general and Indigenous community sessions scheduled throughout the hearing. Generation PGM's witnesses explained the positive socio-economic aspects of the Project as well as their expert predictions that the Project is not expected to have significant adverse environmental effects. Throughout the hearing, the Panel members asked for several undertakings for supplemental information to complete their review and requested that Generation PGM summarize all the mitigation measures, monitoring plans, follow-up programs and associated environmental management plans it had committed to in the EIS and during the EA process in a consolidated document ("Undertaking 31"). During the hearings, Biigtigong Nishnaabeg and Pays Plat First Nations requested engagement with Generation PGM to ensure their requirements were captured in Generation PGM's response to Undertaking 31. As a result, Generation PGM and Biigtigong Nishnaabeg requested a four-week extension to engage on critical commitments specific to Biigtigong Nishnaabeg and the filing of Undertaking 31. The Panel accepted the extension request. Consequently, Undertaking 31 was filed May 11, 2022, with closing remarks from the JRP occurring on May 19, 2022.
On August 2, 2022 the JRP published its Report. The Report sets out recommendations for the Company, and the federal and provincial governments, to mitigate or minimize any adverse effects of the Marathon Project. The completion of the Panel report is a significant milestone in the Environmental Assessment process. On November 30, 2022 the Project was formally approved by the joint Federal and Provincial Environmental Assessment process. The Company is proceeding to satisfy the various EA conditions and obtain the necessary permits for construction and operations.
As the proponent, Generation PGM was responsible for the costs of the JRP and certain other costs. As of the date of this MD&A, the JRP costs totaled approximately $2.8 million.
Permitting Updates
The Company is advancing detailed engineering and permitting activities, including preparation of the draft closure plan allowing for Indigenous consultation and review. Environmental committees have been established with Indigenous communitiesto collaborate on permit development for fisheries, caribou and other species at risk ("SAR"), water management and closure as well as upcoming environmental monitoring programs.
To assist with the permitting, the sustainability team is being supported by:
- WSP Global Inc. (formerly: Wood Group PLC): closure planning, fisheries compensation planning, caribou and other SAR mitigations and advance permits to allow for construction to commence,
- Stantec Inc.: comprehensive air and noise modelling,
- Knight Piésold Ltd: tailings and water management facility designs,
- EcoMetrix Inc: geochemistry, aquatics, water quality modelling, and
- Northern BioScience: monitoring of species at risk and terrestrial studies on the property.
Community Update
The Company and its predecessors have been engaged in consultation and discussion with several Indigenous communities and regional municipalities with respect to the Projectsince 2004. The Company, along with the identified communities, are developing constructive relationships through regular meetings and interactions to advance the development of the Project. The Company is striving to ensure these partnerships have mutually beneficial outcomes and anticipatesstrong and long-lasting relationships with these groups.
The CBA between Generation PGM and Biigtigong Nishnaabeg, which was ratified through a BN membership vote completed on November 12, 2022, describes the benefits the BN community will receive from the Project and details how the Project's impacts on the community will be mitigated. It includes commitments from the Company regarding environmental management, employment, training and education, business opportunities, social and cultural support, and financial participation.
Project Financing
In August 2021, the Company appointed Endeavour Financial as its Financial Advisor to provide financial advisory services with respect to the development of the Marathon Project. Endeavour Financial, with offices in London, UK, George Town, Cayman Islands, and Vancouver, British Columbia, is a top mining financial advisory firm, with a record of success in the mining industry, specializing in arranging multisourced funding solutions for development-stage companies. The Endeavour Financial team has diverse experience in both natural resources and finance, including investment bankers, geologists, mining engineers, cash flow modelers and financiers.
Stream Financing
In December 2021, the Company entered into a definitive Precious Metal Purchase Agreement (the "PMPA") with Wheaton Precious Metals Corp ("Wheaton"). The details are as follows:
- Under the Marathon PMPA, Wheaton will purchase 100% of the payable gold production until 150 thousand ounces ("koz") have been delivered, thereafter dropping to 67% of payable gold production for the life of the mine; and 22% of the payable platinum production until 120 koz have been delivered, thereafter dropping to 15% for the life of mine.
- Wheaton will pay Generation total cash consideration of C$240 million, C$40 million of which has been paid on an early deposit basis prior to construction to be used for development of the Marathon Project, with the remainder payable in fourstaged installments during construction,subject to various customary conditions being satisfied and pre-determined completion tests.
- Wheaton will make ongoing payments for the gold and platinum ounces delivered equal to 18% of the spot prices ("Production Payment") until the value of gold and platinum delivered less the Production Payment is equal to the consideration of C$240 million, at which point the Production Payment will increase to 22% of the spot prices.
- Generation and its subsidiary Generation PGM has provided Wheaton with corporate guarantees and other security over their assets and various time sensitive performance guarantees relating to the development of the Project.
Senior Secured Facility
On May 2, 2023 the Company executed a mandate letter to arrange a senior secured project finance facility of up to US$400 million (the "Mandate") to fund the construction and development of the Marathon Project. A syndicate including Export Development Canada ("EDC"), together with ING Capital LLC ("ING") and Societe Generale S.A. ("Societe Generale") will act as the Mandated Lead Arrangers ("MLAs"). The formal Mandate includes a non-binding indicative term sheet (the "Term Sheet") for a senior debt facility of up to US$400 million (the "Facility").
The execution of the Mandate is a key milestone in the project financing process for the development of the Marathon Project. EDC, ING, and Societe Generale were chosen as MLAs due to their extensive experience providing project financing to greenfield mining projects and the strength of their mining teams.
Closing of the Facility, targeted for the third quarter of the 2023, remains subject to completion of final due diligence in form and substance satisfactory to the MLAs, final credit approvals and execution of definitive Facility documentation. The definitive Facility documentation will include customary project finance terms and conditions, as well as a comprehensive intercreditor agreement. Drawdowns under the Facility would be subject to customary conditions precedent.
Summary
Mandating the three financial institutions noted above, all of whom have a strong mining and metals track record represents a significant milestone for the Company. The US$400 million senior debt facility ($540 million) combined with the undrawn Wheaton Precious Metals Stream of $200 million, or a total of $740 million represents a significant portion of the initial capital required to develop the Marathon Project. The Company will now focus on finalizing the definitive documentation, together with arranging equipment leases and sourcing the balance of the capital required to fully finance construction. The project finance process is expected to take several months and is being run in parallel with the permitting approvals.
2023 UPDATED FEASIBILITY STUDY - MARATHON PROJECT
On March 31, 2023 the Company announced and filed its updated Feasibility Study for the Marathon Palladium-Copper Project. The 2023 Feasibility presents an optimized design for the Project with improved clarity on anticipated capital and operating costs in the current inflationary environment. The 2023 Feasibility outlines the operation of an open pit mine and processing plant over a mine life of 12.5 years and replacesthe Company's 2021 Feasibility Study. All dollar amounts are in Canadian dollars unless otherwise stated. All references to Mlbs are to millions of pounds and Moz are to millions of ounces and koz are to thousands of ounces.
Highlights:
- Robust economics1 : An after-tax NPV at a 6% discount rate of $1.16 billion and IRR of 25.8% based on a long-term price of US$1,800/oz for palladium and US$3.70/lb for copper
- Quick payback period on Initial Capital2,3: 2.3 years
- Initial Capital: $1,112 million ($898 million net of equipment financing and pre-commercial production revenue), an increase of 25% from the 2021 FS.
- Low Operating Costs and attractive AISC: Life of mine ("LOM") average operating costs of US$709/PdEq oz and all-in sustaining costs ("AISC") of US$813/PdEq oz3 . Operating costs have increased 14% compared with the 2021 Feasibility Study.
- Increased Mineral Reserve Estimate: an increase of 8.5% in Mineral Reserves tonnages and a decreased open pit strip ratio
- Optimized operation: increased process plant throughput and improved metallurgical recoveries over LOM
- Average annual payable metals: 166 koz palladium, 41 Mlbs copper, 38 koz platinum, 12 koz gold and 248 koz silver
- LOM payable metals: 2.1 Moz palladium, 517 Mlbs copper, 485 koz platinum, 158 koz gold and 3.2 Moz silver
- Strong cash flows in first three years of production following commercial production: $851 million of free cash flow3 , 580 koz of payable palladium and 132 Mlbs of payable copper
- Jobs: Creation of over 800 jobs during construction jobs and over 400 direct permanent jobs during operations
The 2023 Feasibility Study was prepared by the Company and G Mining Services Inc. ("GMS"), along with contributions from Wood Canada Limited, Knight Piésold Ltd., P&E Mining Consultants Inc. ("P&E"), and JDS Energy and Mining, Inc., and with support from LQ Consulting and Management Inc. and Haggarty Technical Services. The effective date of the Feasibility Study is December 31, 2022.
1 Unless otherwise noted, the economic analysis includes the impacts of the Precious Metal Purchase Agreement with Wheaton Precious Metals Corp. ("WPM PMPA") on the project cash flows
2 The initial capital cost excludes the receipt of any deposits delivered under the WPM PMPA. However, such deposits are included in the economic analysis used to determine expected cash flows, which are used to calculate NPVs, IRRs and Payback Period.
3 Refer to "Non-IFRS Measures" section.
Management's Discussion and Analysis
For the three months ended March 31, 2023
KEY RESULTS AND ASSUMPTIONS IN UPDATED 2023 FEASIBILITY STUDY
Key macro assumptions for the updated 2023 Feasibility Study are summarized and compared against the 2021 Feasibility Study below. Metal price assumptions were based on the lesser of the three-year trailing average and the spot price on December 31, 2022, rounded to nearest interval:
| KeyAssumptions | Units | 2023FS | 2021FS |
|---|---|---|---|
| PalladiumPrice | US$/oz | $1,800 | $1,725 |
| CopperPrice | US$/lb | $3.70 | $3.20 |
| PlatinumPrice | US$/oz | $1,000 | $1,000 |
| GoldPrice | US$/oz | $1,800 | $1,400 |
| SilverPrice | US$/oz | $22.50 | $20.00 |
| ForeignExchange("FX") | C$:US$ | 1.35 | 1.28 |
| DieselPrice | $/litre | 1.17 | 0.77 |
| Electricity | $/kWhr | 0.07 | 0.08 |
Production data for the revised LOM, which incorporates the revised Mineral Reserves (see "Summary of Mineral Reserves and Resources" section of this MD&A), updated mine plan and higher throughputs achievable with the Company's SAG and Ball mills (see "Early Procurements – SAG and Ball Mills" section of this MD&A):
| ProductionData | Units | 2023FS | 2021FS |
|---|---|---|---|
| MineLife(operating) | years | 12.5 | 12.8 |
| AverageProcessPlantThroughput | tpd | 27,700 | 25,200 |
| AverageProcessPlantThroughput | Mt/year | 10.1 | 9.2 |
| AverageMiningRate | tpd | 115,000 | 110,000 |
| AverageMiningRate | Mt/year | 42 | 40 |
| TotalOreMined | Mt | 127 | 118 |
| StripRatio | waste:ore | 2.63 | 2.80 |
| Palladium(payable) | koz | 2,122 | 1,905 |
| Copper(payable) | Mlbs | 517 | 467 |
| Platinum(payable) | koz | 485 | 537 |
| Gold(payable) | koz | 158 | 151 |
| Silver(payable) | koz | 3,156 | 2,823 |
| LOMPalladiumEquivalentPayable | PdEq.koz | 3,613 | 3,195 |
| AverageAnnualPalladium–PayableMetal | koz | 166 | 149 |
| AverageAnnualCopper–PayableMetal | Mlbs | 41 | 36 |
| AverageAnnualPlatinum–PayableMetal | koz | 38 | 41 |
| AverageAnnualGold–PayableMetal | koz | 12 | 12 |
| AverageAnnualSilver–PayableMetal | koz | 248 | 220 |
The revised capital costs have been updated to incorporate the impacts of inflation since the 2021 Feasibility Study, in addition to the latest design and scope changes from the advancement in detail engineering. The accuracy of the capital cost estimate for the 2023 Feasibility Study meets AACE Feasibility Study Class 3 guidelines and is within -15% to +20% (note: AACE classification: Low: -10% to -20% and High: +10% to +30%) of final project costs with contingency.
| CapitalCosts | Units | 2023FS | 2021FS |
|---|---|---|---|
| Capital(a)Initial | $M | 1,112 | 888 |
| Less: | |||
| Pre-commercialproductionrevenue | $M | ($156) | ($171) |
| Leasedequipment,netofleasepaymentsduringconstruction | $M | ($58) | ($53) |
| (Adjusted)(a)InitialCapital | $M | 898 | 665 |
| Capital(a)LOMSustaining | $M | 424 | 423 |
| ClosureCosts | $M | 72 | 66 |
| (a) Referto "Non-IFRS Measures" section |
Operating costs have been updated to reflect the revised production plan, with all major cost drivers (labour, fuel, power, reagents and consumables, transport and smelter charges,) based on Q4 2022 pricing.
| OperatingCosts(AverageLOM) | Units | 2023FS | 2021FS |
|---|---|---|---|
| (a)Mining | $/tmined | 3.25 | 2.53 |
| Mining | $/tmilled | 11.45 | 9.23 |
| Processing | $/tmilled | 8.70 | 9.08 |
| (b)G&A | $/tmilled | 2.67 | 2.48 |
| Transport&RefiningCharges | $/tmilled | 4.13 | 2.80 |
| Royalty | $/tmilled | 0.09 | 0.04 |
| Cost(d)TotalOperating | $/tmilled | 27.04 | 23.63 |
| LOMAverageOperatingCosts | US$/ozPdEq | 709 | 687 |
| (c) (d)LOMAverageAISC | US$/ozPdEq | 813 | 809 |
(a) Including capitalized maintenance parts
(b) Includes estimated costs associated with certain commitments to and agreements with Indigenous communities (c)AISC is calculated without the impact of the WPM PMPA.
(d) Refer to "Non-IFRS Measures" section
| OperatingCostandAISC(LOM) | $M | US$/ozPdEq |
|---|---|---|
| Mining | 1,432 | 300 |
| ProcessPlant | 1,087 | 228 |
| General$Administrative | 334 | 70 |
| ConcentrateTransportCosts | 230 | 48 |
| Treatment&RefiningCharges | 286 | 60 |
| Royalties | 12 | 2 |
| TotalOperatingCosts(d) | 3,381 | 709 |
| Closure&Reclamation | 72 | 15 |
| SustainingCapital | 424 | 89 |
| All-inSustainingCost(AISC)(d) | 3,878 | 813 |
| (d) Refer to "Non-IFRS Measures" section |
Capital Cost Summary
The Initial Capital cost considers a construction timeframe of approximately 24 months followed by commissioning and ramp-up to commercial production over a period of approximately six months. During the pre-commercial production, the costs and revenue associated with operations will be capitalized and are included in the capital costs.
Construction Indirect costs and General and Owner's costs are related to the expenses other than direct equipment purchases and direct construction costs.
Sustaining Capital items include future equipment purchases and replacements for the mining fleet and other site support equipment, the progressive build of the TSF over the LOM, and on and off-site infrastructure development to support the growth and contribute to operational improvements following initial construction.
The current capital cost estimate for the initial construction and the sustaining capital required during the LOM are shown in the table below. This estimate represents a 25% ($224 million) increase to the initial construction capex reported in the 2021 Feasibility Study. Within this increased capital cost, approximately 19% ($43 million) is due to scope changes, 71% ($160 million) is due to cost escalation and 10% ($22 million) with increased contingency.
| (a) (b)CapitalCosts | Initial($M) | Sustaining($M) | Total($M) |
|---|---|---|---|
| MiningandSurfaceEquipment | 117 | 130 | 247 |
| ProcessPlant | 345 | 3 | 348 |
| Infrastructure | 72 | 94 | 166 |
| TSF,WaterManagementandEarthworks | 95 | 198 | 293 |
| GeneralandOwner'sCosts | 31 | - | 31 |
| ConstructionIndirects | 197 | - | 197 |
| Pre-production,Start-upandCommissioning | 159 | - | 159 |
| Contingency(c) | 97 | - | 97 |
| Sub-Total | 1,112 | 424 | 1,537 |
| EquipmentFinancingadjustment | (58) | - | (58) |
| Pre-ProductionRevenue | (156) | - | (156) |
| (adjusted)TotalCapital | 898 | 424 | 1,322 |
| Notes: |
(a) Sums in the table may not total due to rounding.
(b) Refer to "Non-IFRS Measures" section.
(c) Contingency included at projectsub-category basis and totals approximately 9.5%.
Economic Analysis
The economic analysis is carried out in real terms (i.e., without inflation factors) in Q4 2022 Canadian Dollars without any project financing but inclusive of the WPM PMPA, and anticipated financing of mobile equipment and closure bonding.
| FinancialEvaluation | Units | 2023FS | 2021FS |
|---|---|---|---|
| Pre-TaxCashFlow(undiscounted) | $M | 3,387 | 3,004 |
| Pre-TaxNPV6% | $M | 1,798 | 1,636 |
| Pre-TaxIRR | % | 31.9 | 38.6 |
| Payback | Years | 2.0 | 1.9 |
| NetCashFlow(undiscounted) | $M | 2,285 | 2,060 |
| After-TaxNPV6% | $M | 1,164 | 1,068 |
| After-TaxIRR | % | 25.8 | 29.7 |
| Payback | years | 2.3 | 2.3 |
Sensitivities
The Project has significant leverage to palladium and copper prices. The after-tax valuation sensitivities for the key metrics are shown below.
| Palladium Price US$/oz | 1,400 | 1,600 | 1,700 | 1,800 | 1,900 | 2,000 | 2,200 |
|---|---|---|---|---|---|---|---|
| NPV6% ($M) | 696 | 930 | 1,047 | 1,164 | 1,282 | 1,400 | 1,634 |
| Payback (yrs) | 3.3 | 2.9 | 2.5 | 2.3 | 2.2 | 2.0 | 1.9 |
| IRR (%) | 18.5 | 22.3 | 24.0 | 25.8 | 27.5 | 29.1 | 32.3 |
| Copper Price US$/lb | 2.50 | 3.00 | 3.50 | 3.70 | 3.90 | 4.50 | 5.00 |
| NPV6% ($M) | 836 | 972 | 1,109 | 1,164 | 1,219 | 1,386 | 1,522 |
| Payback (yrs) | 3.0 | 2.6 | 2.4 | 2.3 | 2.2 | 2.0 | 1.9 |
| IRR (%) | 21.1 | 23.1 | 25.0 | 25.8 | 26.5 | 28.7 | 30.4 |
| After-Tax Results | OPEX Sensitivity | |||||
|---|---|---|---|---|---|---|
| +30% | +15% | 0% | -15% | -30% | ||
| NPV 6% ($M) | 1,031 | 1,085 | 1,164 | 1,274 | 1,411 | |
| Payback (yrs) | 2.7 | 2.5 | 2.3 | 2.1 | 2.0 | |
| IRR (%) | 23.4 | 24.4 | 25.8 | 27.4 | 29.2 |
| After-Tax Results | CAPEX Sensitivity | |||||
|---|---|---|---|---|---|---|
| +30% | +15% | 0% | -15% | -30% | ||
| NPV 6% ($M) | 932 | 1,048 | 1,164 | 1,281 | 1,397 | |
| Payback (yrs) | 3.3 | 3.0 | 2.3 | 1.9 | 1.3 | |
| IRR (%) | 18.4 | 21.6 | 25.8 | 31.6 | 40.1 |
Sensitivities (continued)
| Discount Rate Sensitivity(%) | NPV (After-Tax)($M) |
|---|---|
| 0 | 2,285 |
| 5 | 1,303 |
| 6 | 1,164 |
| 8 | 925 |
| 10 | 731 |
| Foreign Exchange RateC$:US$ | NPV (After-Tax)($M) |
|---|---|
| 1.25 | 928 |
| 1.30 | 1,046 |
| 1.35 | 1,164 |
| 1.40 | 1,284 |
| 1.45 | 1,403 |
| Fuel Price Sensitivity(C$/litre) | NPV (After-Tax)($M) |
|---|---|
| 0.90 | 1,197 |
| 1.00 | 1,185 |
| 1.10 | 1,173 |
| 1.17 | 1,164 |
| 1.30 | 1,148 |
| 1.40 | 1,136 |
| Power Price Sensitivity($/kWhr) | NPV (After-Tax)($M) |
|---|---|
| 0.05 | 1,207 |
| 0.06 | 1,186 |
| 0.07 | 1,164 |
| 0.08 | 1,143 |
| 0.09 | 1,121 |
| 0.10 | 1,100 |
Management's Discussion and Analysis
For the three months ended March 31, 2023
SUMMARY OF MINERAL RESERVES AND RESOURCES
Mineral Resources
The Mineral Resource Estimate below is for the combined Marathon, Geordie and Sally deposits. The Mineral Resource Estimates for Geordie and Sally were prepared by P&E. The Mineral Resource Estimate for Marathon was prepared by Gen Mining and reviewed by P&E.
Pit Constrained Combined Mineral Resource Estimate a-jfor the Marathon, Geordie and Sally Deposits (Effective date December 31, 2022)
| Mineral | Tonnes | Pd | Cu | Pt | Au | Ag | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| ResourceClassification | k | g/t | koz | % | M lbs | g/t | koz | g/t | koz | g/t | koz |
| Marathon Deposit | |||||||||||
| Measured | 158,682 | 0.60 | 3,077 | 0.20 | 712 | 0.19 | 995 | 0.07 | 359 | 1.75 | 8,939 |
| Indicated | 29,905 | 0.43 | 412 | 0.19 | 124 | 0.14 | 136 | 0.06 | 59 | 1.64 | 1,575 |
| Meas. + Ind. | 188,587 | 0.58 | 3,489 | 0.20 | 836 | 0.19 | 1131 | 0.07 | 418 | 1.73 | 10,514 |
| Inferred | 1,662 | 0.37 | 20 | 0.16 | 6 | 0.14 | 7 | 0.07 | 4 | 1.25 | 67 |
| Geordie Deposit | |||||||||||
| Indicated | 17,268 | 0.56 | 312 | 0.35 | 133 | 0.04 | 20 | 0.05 | 25 | 2.4 | 1,351 |
| Inferred | 12,899 | 0.51 | 212 | 0.28 | 80 | 0.03 | 12 | 0.03 | 14 | 2.4 | 982 |
| Sally Deposit | |||||||||||
| Indicated | 24,801 | 0.35 | 278 | 0.17 | 93 | 0.2 | 160 | 0.07 | 56 | 0.7 | 567 |
| Inferred | 14,019 | 0.28 | 124 | 0.19 | 57 | 0.15 | 70 | 0.05 | 24 | 0.6 | 280 |
| Total Project | |||||||||||
| Measured | 158,682 | 0.60 | 3,077 | 0.20 | 712 | 0.19 | 995 | 0.07 | 359 | 1.75 | 8,939 |
| Indicated | 71,974 | 0.43 | 1,002 | 0.22 | 350 | 0.14 | 316 | 0.06 | 140 | 1.5 | 3,493 |
| Meas. + Ind. | 230,656 | 0.55 | 4,079 | 0.21 | 1,062 | 0.18 | 1,311 | 0.07 | 499 | 1.67 | 12,432 |
| Inferred | 28,580 | 0.39 | 356 | 0.23 | 143 | 0.1 | 89 | 0.04 | 42 | 1.45 | 1,329 |
Notes:
a. Mineral Resources were estimated using the Canadian Institute of Mining, Metallurgy and Petroleum (CIM), CIM Standards on Mineral Resources and Reserves, Definitions (2014) and Best Practices Guidelines (2019) prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council.
b. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, marketing, or other relevant issues.
c. The Inferred Mineral Resource in this estimate has a lower level of confidence that that applied to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of the Inferred Mineral Resource could be upgraded to an Indicated Mineral Resource with continued exploration.
d. The Marathon Mineral Resource is reported within a constrained pit shell at a NSR cut-off value of $15/t.
e. Marathon NSR (C$t) = (Cu % x 88.72) + (Ag g/t x 0.47) + (Au g/t x 44.69) + (Pd g/t x 58.63) + (Pt g/t x 28.54) - 3.37.
f. The Marathon Mineral Resource estimate was based on metal prices of US$1,800/oz Pd, US$3.50/lb Cu, US$1,000/oz Pt, US$1,600/oz Au and US$20/oz Ag and an exchange rate of 1.30C$ to 1 US$.
g. The Sally and Geordie Mineral Resources are reported within a constraining pit shell at a NSR cut-off value of $13/t.
h. Sally and Geordie NSR (C$/t) = (Ag g/t x 0.48) + (Au g/t x 42.14) + (Cu % x 73.27) + (Pd g/t x 50.50) + (Pt g/t x 25.07) – 2.62.
i. The Sally and Geordie Mineral Resource estimates were based on metal prices of. US$1,600/oz Pd, US$3.00/lb Cu, US$900/oz Pt, US$1,500/oz Au and US$18/oz Ag.
j. Contained metal totals may differ due to rounding.
Management's Discussion and Analysis
For the three months ended March 31, 2023
Mineral Reserves
The Mineral Reserve estimate for the Project includes only the Marathon Deposit. The Mineral Reserve Estimate was prepared by GMS.
Marathon Project Open Pit Mineral Reserve Estimatesa-i (Effective Date of December 31, 2022)
| Tonnes | Pd | Cu | Pt | Au | Ag | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Mineral Reserves | kt | g/t | koz | % | M lb | g/t | koz | g/t | koz | g/t | koz |
| Proven | 114,798 | 0.65 | 2,382 | 0.21 | 530 | 0.20 | 744 | 0.07 | 259 | 1.68 | 6,191 |
| Probable | 12,863 | 0.47 | 193 | 0.20 | 55 | 0.15 | 61 | 0.06 | 26 | 1.53 | 635 |
| P & P | 127,662 | 0.63 | 2,575 | 0.21 | 586 | 0.20 | 806 | 0.07 | 285 | 1.66 | 6,825 |
Note:
a. Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards for Mineral Resources and Mineral Reserves (CIM (2014) definitions) were used for Mineral Reserve classification.
b. Mineral Reserve Estimate completed by Alexandre Dorval, P.Eng., of GMS, an independent QP, as defined by NI 43-101.
.
c. Mineral Reserves were estimated at a cut-off value $16.90 NSR/t of ore.
d. Mineral Reserves were estimated using the following long-term metal prices: Pd = US$1,500/oz, Pt = US$1,000/oz, Cu = US$3.50/lb, Au = US$1,600/oz and Ag = US$20/oz, and an exchange rate of 1.30C$ to 1 US$. The pit designs are based on a pit shell selected at a revenue factor of 0.74.
e. A minimum mining width of 5 m was used.
f. Bulk density of ore is variable and averages 3.1 t/m3
g. The average strip ratio is 2.6:1.
h. The average mining dilution factor is 9%.
i. Numbers may not add due to rounding.
Qualified Persons
The 2023 Feasibility Study and referenced throughout this MD&A was prepared through the collaboration of the following consulting firms and Qualified Persons:
| ConsultantCompany | PrimaryAreaof | QualifiedPersons |
|---|---|---|
| Responsibility | ||
| G Mining Services Inc. | Overall integration, Mineral Reserve Estimate, | Carl Michaud, P.Eng |
| mining methods, concentrate logistics, economicanalysis, operating costs pertaining to mining andG&A | Alexandre Dorval, P.Eng | |
| JDS Energy and Mining, Inc. | Infrastructure, and power capital cost estimates,and projectexecution plan and schedule | Jean-Francois Maille, P.Eng. |
| Wood Canada Limited | Recovery methods, processing plant capital andoperating cost | Ben Bissonnette, P.Eng.Joe Paventi, P.Eng.Sumit Nair, P.Eng. |
| Knight Piésold Ltd. | Tailings Storage Facility, water balance,geotechnical studies (mine rock storage piles, openpit and local infrastructure and foundations) | Craig N. Hall, P.Eng. |
| P&E Mining Consultants, Inc. | Property description and location, accessibility,history, geological setting and mineralization,deposit types, exploration, drilling, samplepreparation and security, data verification, andMineral Resource Estimates and adjacentproperties | Eugene J. Puritch, P.Eng., FEC, CETJarita Barry, P.Geo.Fred H. Brown, P.Geo.David Burga, P.Geo.William Stone, PhD, P.Geo. |
RESULTS FROM OPERATIONS
The following tables set forth financial information for the Company which has been summarized from and should be read in conjunction with the Company's audited consolidated financial statements for the three months ended March 31, 2023, and 2022, including the notes thereto.
| Three months ended | March 31, | Year endedDecember 31, | |||
|---|---|---|---|---|---|
| Statements of Loss | 2023 | 2022 | 2022 | 2021 | |
| Expenses | |||||
| Property acquisition | $ - | $18,942,584 | $18,856,376 | $ - | |
| EA and community consultation | 915,818 | 2,516,531 | $7,017,620 | 4,510,814 | |
| Project feasibility and engineering | 4,077,357 | 2,622,954 | $16,366,727 | 3,306,286 | |
| Exploration and site costs | 702,768 | 548,920 | $5,066,918 | 4,187,647 | |
| Other | 283,855 | 163,449 | 259,740 | 571,723 | |
| Acquisition, evaluation and explorationexpenditures | 5,979,799 | 24,794,438 | 47,567,381 | 12,576,470 | |
| Share-based compensation | 151,762 | 354,753 | 1,257,837 | 2,273,858 | |
| Audit, legal and advisory fees | 446,452 | 810,869 | 1,769,382 | 420,706 | |
| Management and corporateadministration services | 419,747 | 586,717 | 2,727,145 | 974,147 | |
| Shareholder and investorcommunications costs | 212,882 | 218,840 | 791,527 | 871,351 | |
| Occupancy cost | 29,432 | 30,310 | 108,978 | 148,404 | |
| Interest (recovery) expense | 85,440 | 7,061 | 235,511 | 31,386 | |
| Operating loss | (7,325,514) | (26,802,988) | (54,457,761) | (17,296,322) | |
| Realized and unrealized gain (loss) onmarketable securities | - | (567,000) | (1,242,000) | 186,765 | |
| Fair value loss on financial liability | 1,005,835 | - | (784,093) | - | |
| Foreign exchange loss | 149,403 | - | (3,456) | - | |
| Interest income | 1,333 | 9,241 | 253,659 | 26,145 | |
| Net Lossfor the period | $(6,168,943) | $(27,360,747) | $(56,233,651) | $ (17,083,412) | |
| Net Loss per Share – Basic and diluted | $ (0.03) | $ (0.16) | $ (0.32) | $(0.12) |
Three Months Ended March, 2023, compared to 2022
The Company incurred a net loss of $6,168,943 or $0.03 per share for the three months ended March 31, 2023, compared to a net loss of $27,360,747 or $0.16 per share for the three months ended March 31, 2022. The significant differences largely relate to the ramp up in activities as the Company advances towards a development decision and are outlined below:
-
Acquisition, evaluation and exploration expenses were $5,979,799 for the three months ended March 31, 2023, compared to $24,794,438 for the three months ended March 31, 2022. The decrease of $18,814,639 is primarily related to the following:
- a decrease of $18,942,854 associated with the acquisition of the remaining interest in the Marathon project in the prior period,
- a decrease of $1,600,713 in costs primarily associated with community consultation which was primarily related to a decrease expenditures to the federal government for costs associated with the Joint Review Panel,
-
an increase of $1,454,583 in engineering costs as the Company advanced the design engineering of the plant, and an increase in exploration and site costs of $153,848.
-
Share-based compensation was $151,762 for the three months ended March 31, 2023, compared to $354,753 for the three months ended March 31, 2022. Share-based compensation is a non- cash item calculated using the Black Scholes valuation model and fluctuates period to period depending on the number of options vested.
-
Audit, legal and advisory fees were $446,452 for the three months ended March 31, 2023, compared to $810,869 for the three months ended March 31, 2022. The decrease of $364,417 in 2023 is primarily a result of a decrease of legal fees due to the active transactions in the prior period.
-
Management and corporate administration expenses were $419,747 in the three months ended March 31, 2023, compared to $586,717 for the three months ended March 31, 2022. The decrease of approximately $166,970 is the result of a decrease in administration activities, executive compensation and bonuses.
-
Shareholder and investor communications costs were $212,882 in the three months ended March 31, 2023, compared to $218,840 in the three months ended March 31, 2022, consistent with the comparable quarters.
-
Occupancy costs were $29,432 in the three months ended March 31, 2023, compared to $30,310 in the three months ended March 31, 2022, consistent with the comparable quarters.
-
Interest expense was $85,440 in the three months ended March 31, 2023, compared to interest recovery of $7,061 in the three months ended March 31, 2022. Interest expense results from the recognition and depreciation of the company's leases as a right-of-use asset.
-
Realized and unrealized gains and losses on marketable securities relate to the sale and/or period end fair value adjustments of marketable securities or marketable securities receivable during the period. Transactions during the quarter are outlined above under the section heading Marketable Securities.
-
Fair value gains on the financial liability relate to the fair value adjustments associated with the financial liability associated with the stream arrangement. See Project Financing – Phase 1 Stream Financing section of this MD&A for further detail.
-
Interest income results from interest earned on short term guaranteed investment certificates.
Acquisition, Evaluation and Exploration Expenditures
Below are the acquisition, evaluation and exploration expenditures for the three months ended March 31, 2023, compared with the equivalent period in 2022.
| Three months ended March 31, | ||
|---|---|---|
| 2023 | 2022 | |
| Davidson | $128,844 | $ 128,746 |
| Marathon | 5,850,955 | 24,665,692 |
| Total mineral property expenditures | $5,979,799 | $ 24,794,438 |
The following table displays the cumulative mineral property expenditures by project as at March 31, 2023 and 2022.
Management's Discussion and Analysis
For the three months ended March 31, 2023
| Cumulative | Acquisition | Evaluation and | Cumulative | ||
|---|---|---|---|---|---|
| December 31,2022 | exploration | March 31, 2023 | |||
| Darnley Bay | $576,941 | $ - | $ - | $576,941 | |
| Davidson | 715,018 | 128,844 | - | 843,862 | |
| Marathon | 77,150,210 | -5,850,955 | 83,001,164 | ||
| Total expendituresin the period | $78,442,169 | $128,844 | $5,850,955 | $84,421,968 |
| Cumulative | AcquisitionEvaluation and | Cumulative | |||||
|---|---|---|---|---|---|---|---|
| December 31,2021 | exploration | March 31, 2022 | |||||
| Darnley Bay | $ | 576,941 | $ - | $ - | $ | 576,941 | |
| Davidson | 579,752 | 128,746 | - | 708,498 | |||
| Marathon | 29,718,094 | 18,942,584 | 5,723,108 | 54,383,786 | |||
| Total expendituresin the period | 30,874,787 | 19,071,330 | 5,723,108 | 55,669,225 |
Marketable Securities
As of March 31, 2023, the Company held 5,400,000 Major Precious Metals Shares (December 31, 2022 - 5,400,000) valued at nil (December 31, 2022 - nil). The fair value was determined using the market value on March 31, 2023 and December 31, 2022. The fair value adjustments resulted in a value of nil for the three months ended March 31, 2023 (March 31, 2022 – unrealized loss of $567,000). During the three months ended March 31, 2023 and 2022, the Company sold nil shares.
SUMMARY OF QUARTERLY RESULTS
| Three Months Ended | Mar 31 2023 | Dec 31 2022 | Sep 30 2022 | Jun 30 2022 |
|---|---|---|---|---|
| Acquisition, evaluation and exploration | $5,979,799 | $8,168,137 | $8,554,818 | $6,049,988 |
| General and administration | 1,193,953 | 1,084,830 | 1,118,843 | 1,775,073 |
| Share-based payments | 151,762 | 173,049 | 338,517 | 391,518 |
| Operating loss | (7,325,514) | (9,426,016) | (10,012,178) | (8,216,579) |
| Realized and unrealized gain (loss) on | - | (162,000) | (216,000) | (297,000) |
| marketable securities | ||||
| Fair value on financial liability | 1,005,835 | (1,216,232) | (406,099) | 838,238 |
| Foreign exchange gain (loss) | 1,333 | (132) | (2,533) | 791 |
| Interest income | 149,403 | 158,988 | 18,591 | 66,839 |
| Net and comprehensive lossfor the period | (6,168,943) | (10,645,392) | (10,618,219) | (7,609,293) |
| Basic and diluted (loss) earnings pershare | $(0.03) | $(0.06) | $(0.06) | $(0.04) |
| Weighted average number of common shares | 181,517,408 | 180,377,514 | 180,186,476 | 179,917,408 |
| Outstanding |
Management's Discussion and Analysis
For the three months ended March 31, 2023
| Three Months Ended | Mar 31 2022 | Dec 31 2021 | Sep 30 2021 | June 30 2021 |
|---|---|---|---|---|
| Acquisition, evaluation and exploration | $24,794,438 | $3,816,514 | $2,914,161 | $ 2,976,786 |
| General and administration | 1,653,797 | 631,179 | 354,655 | 983,869 |
| Share-based payments | 354,753 | 227,734 | 372,942 | 1,448,594 |
| Operating loss | (26,802,988) | (4,675,427) | (3,641,758) | (5,409,249) |
| Realized and unrealized gain (loss) on | ||||
| marketable securities | (567,000) | (648,000) | (54,000) | (441,510) |
| Interest income | 9,241 | 5,119 | 14,946 | 2,500 |
| Net and comprehensive loss | (27,360,747) | (5,318,308) | (3,680,812) | (5,848,259) |
| Basic and diluted (loss) earnings per share | $(0.16) | $(0.04) | $(0.02) | $(0.04) |
| Weighted average number of common sharesoutstanding | 171,462,569 | 150,281,914 | 150,025,839 | 143,035,426 |
The Company's operating losses are driven mainly by the extent and cost of the company's acquisition, evaluation and exploration activities. The significant changes over the most recent eight completed quarters are outlined below.
- Acquisition and evaluation expenditures have been steadily increasing over the last several quarters as the Company advances the Marathon Property from feasibility through permitting and detailed engineering. In the first quarter of 2022, an increase of $18,942,584 is associated with the acquisition of the remaining interest in the Marathon Project from Stillwater.
- General and administrative expenses have remained consistent with comparable quarters other than the second quarter of 2021 when employee bonuses were incurred, the first quarter of 2022 when there was an increase in legal and financing fees associated with the acquisition of the remaining interest in the Marathon Project from Stillwater and the Precious Metal Purchase Agreement with Wheaton Precious Metals Corp., and the third and fourth quarters of 2021 when expenditures were at lower levels in advance of the project growth.
- Share-based payments are a non-cash item calculated using the Black Scholes valuation model and fluctuates period to period depending on the number of options granted and vesting.
- Realized and unrealized gains and losses on marketable securities and receivable marketable securities relate to the sale and/or period end fair value adjustments of marketable securities or marketable securities receivable during the period. Transactions during the period are outlined above under the section headings Marketable Securities.
- Gain on debt write-off is a non-recurring item.
FINANCIAL POSITION
Assets
As at March 31, 2023, the Company had total assets of $17,256,666 (December 31, 2022 - $25,017,226) which consisted of current assets of $13,761,490 (December 31, 2022 - $20,716,943) and non-current assets of $3,495,176 (December 31, 2022 - $4,300,283).
Current assets as at March 31, 2023, consist primarily of cash and cash equivalents of $13,246,024 (December 31, 2022 - $18,766,791), accounts receivable of $331,756 (December 31, 2022 - $1,731,987)
and prepaids of $183,710 (December 31, 2022 - $218,165). Cash is held in Canadian dollar denominated accounts and short term guaranteed investment certificates and accounts receivable is mainly comprised of HST receivable.
Non-current assets as at March 31, 2023, consist of restricted cash and cash equivalents pursuant to guaranteed investment certificates held as security for the corporate office lease, land and building acquired pursuant to the acquisition of the Marathon Property, the corporate office and other right of use assets and Hycroft security deposits.
Liabilities
As at March 31, 2023, the Company had total liabilities of $49,971,370 (December 31, 2022 - $49,114,842) which consisted of current liabilities of $7,184,751 (December 31, 2022 - $8,129,381) and long-term liabilities of $42,786,619 (December 31, 2022 - $40,985,461).
Current liabilities as at March 31, 2023, primarily consist of accounts payable and accrued liabilities of $4,224,599 (December 31, 2022 - $5,029,890) and short-term lease liability of $2,960,152 (December 31, 2022 - $3,099,491). Accounts payable expenditures relate to the advancement of the Marathon Property. The short-term lease liability is related to the lease of the Valard construction camp.
Long-term liabilities as at March 31, 2023, primarily consist of a $42,694,166 liability related to the Precious Metal Purchase Agreement with Wheaton Precious Metals Corp. As a result of applying IFRS 16, the Company recognized a right-of-use asset for its corporate office lease, Valard construction camp and other equipment. As at March 31, 2023, the balance of the current lease liability is $2,960,152 and the long-term lease liability is $92,453.
LIQUIDITY AND GOING CONCERN UNCERTAINTY
The Company relies on equity and potentially debt or other structured financings to fund its acquisition, evaluation, and exploration activities, cover administrative expenses and to meet its obligations as they become due.
The Company is at an early stage of development and, as is common with many exploration companies, it relies on financings to fund its exploration and acquisition activities. The Company had a surplus of current assets over current liabilities of $6,576,739 at March 31, 2023; had not yet achieved profitable operations; had accumulated losses of $102,994,226 at March 31, 2023; and expectsto incur further losses in the development of its business. Generation Mining does not have adequate cash resourcesto fund its operations over the next twelve months and will require additional financing in order to conduct its planned work programs on its mineral properties, meet its ongoing levels of corporate overhead and discharge its liabilities as they come due. There can be no certainty as to the ability of the Company to raise sufficient additional financing in order to continue to operate, and accordingly, there is a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern.
The Company's main source of liquidity is its cash. These funds are primarily used to finance working capital, exploration and evaluation expenditures, capital expenditures, and acquisitions. The Company manages its liquidity risk by regularly monitoring its cash flows from operating activities and holding adequate amounts of cash. Cash is held on deposit in guaranteed investment certificates with a major Canadian chartered bank. The Company has also made financial commitments which are outlined under Early Procurements elsewhere in this MD&A.
Cash used in operating activities during the three months ended March 31, 2023, was $5,736,749 compared with $4,453,775 in the same period of the prior period. The cash used in operations in both periods relate mainly to the acquisition, exploration and evaluation of the Marathon Property, and corresponding expenditures in audit, legal and advisory fees, investor communications expenses and general and administrative expenses.
Cash used in investing activities was nil during the three months ended March 31, 2023, compared to cash used in investing activities of $584,026 in the same period in 2022. Cash used in investing activities in the prior period consists of purchase of equipment related to the acquisition of the remaining interest in the Marathon Property and right of use asset additions.
Cash generated from financing activities during the three months ended March 31, 2023, amounted to $215,982, compared to $25,766,833 in the prior period. Financing activities during both periods consisted of proceeds from the exercise of common share purchase warrants and the exercise of stock options (See Outstanding Security Data section below for further details). Financing activities also consisted of proceeds from the Precious Metals Purchase Agreement.
CAPITAL RESOURCES
The Company does not have any debt or credit facilities with financial institutions.
At present, the Company's operations do not generate cash in-flows and itsfinancial success is dependent on management's ability to discover economically viable mineral deposits. The mineral exploration process can take many years and is subject to factors that are beyond the Company's control. To finance the Company's exploration programs, detailed engineering, environmental assessment and to cover administrative and overhead expenses, the Company raises money through equity, debt and metal streaming financings. Many factors influence the Company's ability to raise funds, including the health of the resource market, the climate for mineral exploration investment, the Company's track record, and the experience and caliber of its management. Actual funding requirements may vary from those planned due to a number of factors, including the progress of exploration and development activities.
Management believes it will be able to raise capital as required in the long term but recognizes there will be risks involved that may be beyond their control. If the Company is unable to raise sufficient financing, it may need to scale back its intended operational programs and its other expenses. Other than as discussed herein, the Company is not aware of any trends, demands, commitments, events or uncertainties that may result in its liquidity either materially increasing or decreasing at present or in the foreseeable future, other than general market conditions, which are uncertain for junior exploration companies. Material increases or decreasesin the Company'sliquidity will be substantially determined by the success or failure of its exploration and development programs, as well as its continued ability to raise capital.
MARATHON PROPERTY ACQUISITION
On January 26, 2022, the Company completed the acquisition of Stillwater's interest and currently owns a 100% interest in the Marathon Project. As a result of this transaction, Sibanye-Stillwater, a leading international precious metals mining company, with a diverse portfolio of operations in the United States and Southern Africa, now holds 32,813,127 common shares of the Company, representing approximately 17.9% of the Company's issued and outstanding common shares.
OTHER MINERAL PROPERTIES
In addition to the Marathon Property, the Company holds options, rights and/or ownership interest in the following material mineral properties as of March 31, 2023:
Darnley Bay, Northwest Territories: The Company held the exclusive rights to a mineral concession covering the Inuvialuit Settlement Region's lands where the Inuvialuit hold the mineral and surface rights and an exploration and development agreement with the Inuvialuit Regional Corporation (the "IRC"). On January 27, 2023, the Company sold its interest in the Darnley Bay mineral concession to Elton Resources ("Elton") under an Asset Purchase Agreement ("APA"). As per the agreement, $150,000 was remitted by Elton to the IRC. The APA states that Elton is to complete a Going Public transaction by August 31, 2024. Prior to the transaction, $4 million of Elton stock is to be issued to the Company and $850,000 cash is to be paid to the Company upon completion of the Going Public transaction. If Elton does not complete the transaction, the property interest is to revert back to the Company.
Davidson, British Columbia: The Company has an option to acquire a 100% interest in a property hosting a molybdenum-tungsten deposit. The option agreement was signed on April 1, 2016 and cumulative payments totaling $843,110 were made as at March 31, 2023 meeting all spending requirements. There is an ongoing commitment of $100,000 payable on each anniversary of the agreement until commercial production is achieved or the agreement is terminated. Upon commercial production, the vendor will be entitled to a net smelter return royalty of 3%.
RELATED PARTY TRANSACTIONS
Key management includes the Company's directors, officers and any employees with authority and responsibility for planning, directing, and controlling the activities of an entity, directly or indirectly. Compensation awarded to key management includes the following:
| Three monthsendedMarch31 | ||||
|---|---|---|---|---|
| 2023 | 2022 | |||
| Salariesandbonuses | $565,838 | $ 304,375 | ||
| Share-basedcompensation | 92,267 | 72,357 | ||
| Total compensationtokeymanagement | $658,105 | $376,732 |
As at March 31, 2023, accrued compensation includes $886,574 (March 31, 2022 - $544,750) primarily due to key management of the Company.
OUTSTANDING SECURITY DATA
Common Shares
The following table summarizesthe continuity of common sharesfor the three months ended March 31, 2023, and as at May 11, 2023:
| Number ofshares | $ | |
|---|---|---|
| Balance as at December 31, 2021 | 150,414,599 | 38,231,174 |
| Issued for property acquisition (2) | 21,759,332 | 19,289,426 |
| Sharesissued for exercise of warrants (1) | 7,743,477 | 8,779,307 |
| Sharesissued for exercise of options | 500,000 | 374,617 |
| Balance as at December 31, 2022 | 180,417,408 | 66,674,524 |
| Sharesissued for exercise of options | 1,100,000 | 549,000 |
| Balance as at March 31, 2023 | 181,517,408 | 67,223,524 |
| Sharesissued for exercise of options | 2,000,000 | 360,000 |
| Balance as at May 11, 2023 | 183,517,408 | 67,583,524 |
Warrants
The following table summarizes the continuity of warrants for the three months ended March 31, 2023, and as at May 11, 2023:
| Number of warrants | |
|---|---|
| Outstanding,December 31, 2021 | 8,870,251 |
| Warrantsissued (1) | (7,743,477) |
| Warrants exercised (1) | (1,126,774) |
| Outstanding, March 31, 2023, and May 11, 2023 | - |
(1) The exercise and share issuance or expiry of warrants relate to financings completed on June 5, 2019, August 29, 2019, and February 13, 2020. Pursuant to a private placement completed on July 9, 2019, 2,000,040 finders options were issued which entitled the holder to purchase a unit at $0.28 consisting of one common share and one half warrant exercisable at $0.45 until July 9, 2021. The fair value of the finder's options have an estimated grant date fair value of $488,655 which was estimated using the Black Scholes option pricing model and the following assumptions: Risk-free interest rate 1.64%, expected volatility using Company historical 193%, dividend yield nil, expected life 2 years.
(2) On January 26, 2022, the Company completed the acquisition of the remaining interest in the Marathon Project from Stillwater whereby the Company issued 21,759,332 common shares of the Company to Stillwater at a price of $0.89 per common share, or total consideration $19,289,426. The Company now holds 100% of the Marathon Project, and the joint venture agreement dated July 10, 2019, between Stillwater and Generation PGM has been terminated in accordance with its terms.
Stock Options
On May 9, 2018, the Company adopted an incentive Stock Option Plan (the "Plan"). The Plan was amended in July 2020. Under the Plan, options are non-assignable and may be granted for a term not exceeding ten years. The total number of common sharesthat may be reserved for issuance may not exceed ten percent of outstanding common shares at the grant date and may not exceed five percent for any one person in any 12-month period. The exercise price of an option may not be lower than the market price of the common shares on the Toronto Stock Exchange. The options are non-transferable. Outstanding options may be adjusted by the Board in certain events, as to exercise price and number of common shares, to prevent dilution or enlargement.
Management's Discussion and Analysis
For the three months ended March 31, 2023
The following table sets forth the continuity of outstanding stock options for the three months ended March 31, 2023, and as at May 11, 2023:
| Number of options | |
|---|---|
| Outstanding, December 31, 2021 | 14,750,000 |
| Options granted | 900,000 |
| Outstanding, March 31, 2022 | 15,650,000 |
| Options granted | 2,125,000 |
| Options exercised | (500,000) |
| Options forfeited | (500,000) |
| Outstanding, December 31, 2022 | 16,775,000 |
| Options exercised | (1,100,000) |
| Options forfeited | (75,000) |
| Outstanding, March 31, 2023 | 15,600,000 |
| Options granted | 602,059 |
| Options exercised | (2,000,000) |
| Outstanding, May 11, 2023 | 14,202,059 |
The fair value of options granted under the Plan is measured on the date of grant using the Black-Scholes pricing model and expensed to net income (loss) using the following inputs and assumptions at the
measurement date:
| Date | Number of | Exercise | Market | Expected | Risk-free | Expected Life Fair Value Vesting | ||
|---|---|---|---|---|---|---|---|---|
| Options | Price ($) | Price ($) | Volatility (%)Interest Rate (yrs)/Dividend of Options | |||||
| (1) | (%) | Yield % | ($) | |||||
| 08-Mar-21 | 500,000 | 1.00 | 0.95 | 132 | 0.92 | 2.5 - 3/ 0% | 343,333 | 1/3rd vesting |
| 12-May-21 | 1,550,000 | 1.06 | 1.02 | 129 | 0.53 | 3 / 0% | 1,162,500 | Immediate |
| 12-May-21 | 575,000 | 1.06 | 1.02 | 129 | 0.53 | 1.5 - 2/ 0% | 419,750 | 1/3rd vesting |
| 21-Sept-21 | 1,150,000 | 0.80 | 0.67 | 108 | 0.55 | 3 / 0% | 525,000 | 1/3rd vesting |
| 18-Feb-22 | 900,000 | 0.85 | 0.85 | 97 | 1.57 | 3 / 0% | 468,000 | 1/3rd vesting |
| 12-Apr-22 | 975,000 | 0.99 | 0.99 | 92 | 2.39 | 3 / 0% | 575,250 | 1/3rd vesting |
| 21-Jun-22 | 200,000 | 0.80 | 0.61 | 86 | 3.34 | 3 / 0% | 62,000 | 1/3rd vesting |
| 19-Jul-22 | 550,000 | 0.52 | 0.54 | 84 | 3.26 | 3 / 0% | 165,000 | 1/3rd vesting |
| 02-Aug-22 | 400,000 | 0.64 | 0.66 | 84 | 3.00 | 3 / 0% | 148,000 | 1/3rd vesting |
(1) Based on the Company's historical volatility.
As at March 31, 2023, stock options carry exercise prices and termsto maturity asfollows:
| Exercise price $ | Options | Options Exercisable | Expiry date | Remaining contractual |
|---|---|---|---|---|
| Outstanding | life (years) | |||
| 0.10 | 2,000,000 | 2,000,000 | May 11, 2023 | 0.1 |
| 1.06 | 1,950,000 | 1,950,000 | May 12, 2024 | 1.1 |
| 0.30 | 2,625,000 | 2,625,000 | July 16, 2024 | 1.3 |
| 0.30 | 200,000 | 200,000 | August 7, 2024 | 1.4 |
| 0.80 | 1,150,000 | 1,150,000 | September 21, 2024 | 1.5 |
| 0.65 | 500,000 | 500,000 | February 5, 2025 | 1.9 |
| 0.85 | 900,000 | 600,000 | February 18, 2025 | 1.9 |
| 0.45 | 750,000 | 750,000 | March 18, 2025 | 2.0 |
| 0.99 | 975,000 | 325,000 | April 13, 2025 | 2.0 |
| 0.52 | 2,450,000 | 2,450,000 | April 20, 2025 | 2.1 |
| 0.80 | 200,000 | 67,000 | June 21, 2025 | 2.2 |
| 0.52 | 550,000 | 283,000 | July 19, 2025 | 2.3 |
| 0.64 | 400,000 | 133,000 | August 2, 2025 | 2.3 |
| 0.52 | 450,000 | 450,000 | November 6, 2025 | 2.6 |
| 1.00 | 500,000 | 500,000 | March 8, 2026 | 2.9 |
| 0.59(1) | 15,600,000 | 13,983,000 | 1.6(1) |
(1) Weighted average
FINANCIAL RISK MANAGEMENT
The Company examines the various financial risks to which it is exposed and assesses the impact and likelihood of those risks. These risks include credit risk, liquidity risk, foreign currency risk, interest rate risk, other price risk and fair valuation risk, and are detailed in Note 4 of the Company's audited consolidated financial statements for the year ended December 31, 2022.
Credit Risk
Credit risk is the financial risk of non-performance of a contracted counter party. The Company's credit risk is primarily attributable to cash and receivables. The Company reduces its credit risk by maintaining its cash with a Canadian chartered bank. The Company's maximum exposure to credit risk as at March 31, 2023, is the carrying value of cash and receivables. The credit risk on receivables is deemed low as the majority is related to federal government refunds.
Liquidity Risk
Liquidity risk encompasses the risk that the Company cannot meet its financial obligations in full. The Company's main source of liquidity is its cash and marketable securities. These funds are primarily used to finance working capital, exploration and evaluation expenditures, capital expenditures, and acquisitions. The Company manages its liquidity risk by regularly monitoring its cash flows from operating activities and holding adequate amounts of cash. As at March 31, 2023, the Company has current assets of $13,761,490 (December 31, 2022 - $20,716,943) to cover current liabilities of $7,184,751 (December 31, 2022 - $8,129,381). The current assets include restricted cash, marketable securities, receivables, and prepaid expenses. The Company also manages liquidity risk on the basis of expected maturity dates. The following table analyzes financial liabilities by remaining contractual maturity (contractual and undiscounted cash flows).
| Undiscountedlease liability –base contract | Undiscountedlease liability –operating costs | Accounts payable andaccrued liabilities | Total | ||||
|---|---|---|---|---|---|---|---|
| Less than 1 year | $3,340,342 | $ | 25,581 | $ | 4,224,599 | $ | 7,590,522 |
| 1-5 years | 130,550 | 40,503 | - | 171,053 | |||
| Balance at March 31, 2023 | $3,470,892 | $ | 66,084 | $ | 4,224,599 | $ | 7,761,575 |
Foreign Currency Risk
Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of a change in foreign exchange rates. The Company has no significant exposure to foreign currency exchange risk as it has no significant transaction balances denominated in a foreign currency.
Interest Rate Risk
Interest rate risk is the risk borne by an interest-bearing asset or liability as a result of fluctuations in interest rates.
Other Price Risk
Other price risk is the risk that the value of financial instruments will fluctuate as a result of changes in market prices, whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment. The Company is exposed to fluctuations in market prices of its marketable securities in a quoted mining exploration company. The fair value of these financial instruments represents the maximum exposure to price risk.
Fair Value
The carrying value of cash, accounts payable and accrued liabilities are considered representative of their fair value due to their short-term nature. Marketable securities are recorded at fair value as of March 31, 2023, and classified as Level 1 in the fair value hierarchy as they are recorded at fair value by reference to market quoted prices.
Financial liability associated with the Company's Precious Metal Purchase Agreement is recorded at fair value and classified as Level 3 in the fair value hierarchy as some of the inputs do not have an observable or corroborated market data. The fair value of the stream obligation is calculated using the risk-free interest rate derived from the Bank of Canada long term treasury rate, consensus metal prices, company specific credit spread based on various debt term sheets received and expected gold and platinum ounces to be delivered from the current life of mine plan for the Marathon Project.
OFF-BALANCE SHEET ARRANGEMENTS
As at March 31, 2023, the Company did not have any off-balance sheet items.
DIVIDENDS
The Company has neither declared nor paid any dividends on its common shares. The Company intends to retain its earnings, if any, to finance growth and expand its operation and therefore does not anticipate paying any dividends on its common shares in the foreseeable future.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, and contingent liabilities at the date of the financial statements and reporting amounts of revenues and expenses during the reporting period. Estimates and assumptions are continually evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes may differ materially from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are generally recognized in the period in which the estimates are revised.
Our significant judgments, estimates and assumptions are disclosed in note 2 of the audited consolidated financial statements for the year ended December 31, 2022.
ACCOUNTING POLICIES AND BASIS OF PRESENTATION
The Company's accounting policies are disclosed in note 3 of the Company's audited consolidated financial statements for the year ended December 31, 2022.
NON-IFRS MEASURES
The Company has included certain non-IFRS financial measures in this news release such as initial capital cost, cash operating costs and AISC per palladium equivalent ounce ("PdEq"), unit operating costs, and Free Cash Flow, which are not measures recognized under IFRS and do not have a standardized meaning prescribed by IFRS. For the reconciliation of cash costs and AISC, on both a per tonne and PdEq basis, please see the table set forth in the Capital and Operating Cost Summary set forth above. Non-IFRS measures do not have any standardized meaning prescribed under IFRS, and therefore, they may not be comparable to similar measures employed by other companies. The data presented isintended to provide additional information and should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS. These measures do not have any standardized meaning prescribed under IFRS, and therefore may not be comparable to other issuers.
- Initial Capital includes all costs incurred from the Effective Date (excluding historical sunk costs) until the point where commercial production is achieved, including expenses related to engineering, equipment purchases and installation, process plant and mine infrastructure construction, and any other costs associated with putting the Project into operations.
- Initial Capital (Adjusted) includes all costs mentioned above in addition to adjustments for precommercial production revenue and equipment financing (net of payments, interest and fees incurred prior to commercial production).
- Operating Costs include mining, processing, general and administrative and other, concentrate transportation costs, treatment and refining charges, and royalties. Costs related to the Wheaton PMPA are excluded.
- AISC includes Operating Costs, closure, and reclamation, and sustaining capital. For the full reconciliation of cash costs and AISC please see the Capital and Operating Cost Summary set out above.
- LOM Average AISC includes LOM AISC divided by LOM PdEq.
- LOM Average Operating Cost includes LOM Operating Costs divided by LOM PdEq.
- Free Cash Flow includes total revenue less Operating Costs, working capital adjustments, equipment financing, initial capital, sustaining capital and closure costs.
- Palladium Equivalent ounces uses the formula PdEq oz = Pd oz +( Cu lb x 3.7 US$/lb + Pt oz x US$1000/oz + Au oz x US$1800/oz + Ag oz x US$22.5/oz) / US$1800 Pd/oz The grades used are the average grades of the respective metals over the LOM.
RECENT ACCOUNTING PRONOUNCEMENTS
Future Accounting Changes
Certain new standards, interpretations, amendments, and improvements to existing standards were issued by the IASB or IFRS Interpretation Committee that are not yet effective for the relevant reporting periods. Updates that are not applicable or are not consequential to the Company have been excluded therefrom. The Company is in the process of evaluating the impact on its financial statements.
New Accounting Pronouncement
Classification of Liabilities as Current or Non-current(Amendmentsto IAS 1)
In January 2020, the IASB issued amendments to IAS 1, "Presentation of Financial Statements" to clarify that the classification of liabilities as current or non-currentshould be based on rights that are in existence at the end of the reporting period and is unaffected by expectations about whether or not an entity will exercise their right to defer settlement of a liability. The amendments further clarify requirements for classifying liabilities an entity will or may settle by issuing its own equity instruments. These amendments are effective for annual reporting periods beginning on or after January 1, 2023, with earlier application permitted. At its meeting on June 22/23, 2021, the Board tentatively decided to defer the effective date of the 2020 amendments to IAS 1 to no earlier than January 1, 2024. The adoption of these amendments is not expected to have a significant impact on the consolidated financial statements.
INTERNAL CONTROL OVER FINANCIAL REPORTING
The President and Chief Executive Officer and Chief Financial Officer of the Company are responsible for designing internal controls over financial reporting or causing them to be designed under theirsupervision in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financialstatementsfor external purposesin accordance with IFRS. The Company'sinternal control framework was designed based on the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
There was no change in the Company's internal controls over financial reporting that occurred during the three months ended March 31, 2023, that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.
DISCLOSURE CONTROLS AND PROCEDURES
Disclosure controls and procedures have been designed to provide reasonable assurance that all relevant information required to be disclosed by the Company is accumulated and communicated to senior management as appropriate to allow timely decisions regarding required disclosure. The Company's President and Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation of the design of the disclosure controls and procedures, that as of March 31, 2023, the Company's disclosure controls, and procedures have been designed to provide reasonable assurance that material information is made known to them by others within the Company.
LIMITATIONS OF CONTROLS AND PROCEDURES
The Company's management, including the Chief Executive Officer and President and Chief Financial Officer, believe that any internal controls over financial reporting and disclosure controls and procedures, no matter how well designed, can have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance that the objectives of the control system are met.
RISKS AND UNCERTAINTIES
The operations of the Company are speculative due to the high-risk nature of its business, which is the acquisition, financing, exploration and development of mining properties. The risk of financial resources has been further amplified by the recent COVID-19 pandemic which has a significant impact on global economies and financial markets resulting in supply chain delays and inflationary pressures. Should depressed market conditions continue in the medium to long term, it may be more difficult for the Company to obtain the required financing to complete its long-term objectives. Failure to obtain financing could result in delay or postponement of further development of the Company's properties. These risk factors could materially affect the Company's future operating results and could cause actual events to differ materially from those described in forward–looking information relating to the Company. Accordingly, any investment in securities of the Company is speculative and investors should not invest in securities of the Company unless they can afford to lose their entire investment.
The Company has no history of earnings, has earned no revenue since commencing operations and has no source of operating cash flow. As a result, the Company may be required to seek additional sources of debt and equity financing in the near future. Although the Company has been successful to date in financing its activities through the sale of equity securities and the Wheaton PMPA, there can be no assurance that the Company will be able to obtain adequate financing in the future or that the commercial terms of such financing will be favourable. To obtain such financing, the Company may sell additional securities including, but not limited to, the Company's shares or some form of convertible security, the effect of which could result in substantial dilution to the equity interests of the Corporation's shareholders. The Company may also sell a part of its interest in an asset in order to raise capital. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of the Marathon Project or the Company's other mineral properties, with the possible loss of such other mineral properties.
The Company assesses and attempts to minimize the effects of these risks through careful management and planning of its operations and hiring qualified personnel but is subject to a number of limitations in managing risk resulting from its early stage of development. Readers are encouraged to read and consider the risk factors and related uncertainties in the Company's Annual Information Form and Annual Management Discussion and Analysis for the year ended December 31, 2022.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as "forward-looking statements"). Forwardlooking statementsreflect current expectations or beliefsregarding future events or the Company'sfuture performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates", "targets" or "believes", or variations of, or the negatives of, such words and phrases or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved, including statements relating to the Company's Feasibility Study and results therefrom (including NPV, IRR, capital and operating costs and other financial metrics), Mineral Resource and Mineral Reserve potential, exploration and development plans, or the
timing of milestones, including public hearings, government approvals, receipt of permits, completion of definitive financing documentation and closing of the senior secured facility, for advancing construction of the Marathon Project. All forward-looking statements, including those herein, are qualified by this cautionary statement.
Although the Company believes that the expectations expressed in such statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the statements. There are certain factors that could cause actual results to differ materially from those in the forward-looking information. These include commodity price volatility, continued availability of capital and financing within the timing required by the Company and on terms acceptable to the Company, uncertainties involved in interpreting geological data, increases in capital and operating costs, timing for the receipt of regulatory and governmental approvals, procurement delays and supply chain disruptions, interest rate and currency risks, environmental compliance and changes in environmental legislation and regulation, the Company's relationships with First Nations communities, exploration successes, and general economic, market or business conditions, as well asthose risk factors set out in the Company's AIF for the year ended December 31, 2022, the Technical Report dated March 31, 2023 and in the continuous disclosure documents filed by the Company on SEDAR at www.sedar.com. Readers are cautioned that the risk factors and related uncertainties in the Company's Annual Information Form and Annual Management Discussion and Analysis for the year ended December 31, 2022, are not exhaustive of the factors that may affect forwardlooking statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date or dates specified in such statements.
Forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions relating to: the availability of financing for the Company's operations; operating and capital costs; results of operations; the mine development and production schedule and related costs; the supply and demand for, and the level and volatility of commodity prices; timing of the receipt of regulatory and governmental approvals for development projects and other operations; the accuracy of Mineral Reserve and Mineral Resource Estimates, production estimates and capital and operating cost estimates; and general business and economic conditions.
Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking information. For more information on the Company, investors are encouraged to review the Company's public filings on SEDAR at www.sedar.com. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
INFORMATION CONCERNING ESTIMATES OF MINERAL RESERVES AND RESOURCES
The Mineral Reserve and Mineral Resource estimates in this MD&A have been disclosed in accordance with NI 43-101, which differs from the requirements of the U.S. Securities and Exchange Commission (the "SEC"), and information with respect to mineralization and Mineral Reserves and Mineral Resources
contained herein may not be comparable to similar information disclosed by U.S. companies. The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). These amendments became effective February 25, 2019 (the "SEC Modernization Rules") with compliance required for the first fiscal year beginning on or after January 1, 2021. Under the SEC Modernization Rules, the historical property disclosure requirements for mining registrants included in Industry Guide 7 under the U.S. Securities Act of 1933, as amended, will be rescinded and replaced with disclosure requirements in subpart 1300 of SEC Regulation S-K. As a result of the adoption of the SEC Modernization Rules, the SEC now recognizes estimates of "Measured Mineral Resources", "Indicated Mineral Resources" and "Inferred Mineral Resources." In addition, the SEC has amended its definitions of "Proven Mineral Reserves" and "Probable Mineral Reserves" to be "substantially similar" to the corresponding standards under NI 43- 101. While the SEC will now recognize "Measured Mineral Resources", "Indicated Mineral Resources" and "Inferred Mineral Resources", U.S. investors should not assume that any part or all of the mineralization in these categories will ever be converted into a higher category of Mineral Resources or into Mineral Reserves. Mineralization described using these terms has a greater amount of uncertainty as to its existence and feasibility than mineralization that has been characterized as reserves. Accordingly, U.S. investors are cautioned not to assume that any Measured Mineral Resources, Indicated Mineral Resources, or Inferred Mineral Resources that the Company reports are or will be economically or legally mineable. Further, "Inferred Mineral Resources" have a greater amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, U.S. investors are also cautioned not to assume that all or any part of the "Inferred Mineral Resources" exist. There is no assurance that any Mineral Reserves or Mineral Resources that the Company may report as "Proven Mineral Reserves", "Probable Mineral Reserves", "Measured Mineral Resources", "Indicated Mineral Resources" and "Inferred Mineral Resources" under NI 43-101 would be the same had the Company prepared the Reserve or Resource Estimates under the standards adopted under the SEC Modernization Rules.
Mineral Resources are not Mineral Reserves, and do not have demonstrated economic viability, but do have reasonable prospects for economic extraction. Measured and Indicated Mineral Resources are sufficiently well defined to allow geological and grade continuity to be reasonably assumed and permit the application of technical and economic parameters in assessing the economic viability of the Mineral Resource. Inferred Mineral Resources are estimated on limited information not sufficient to verify geological and grade continuity or to allow technical and economic parameters to be applied. Inferred Mineral Resources are too speculative geologically to have economic considerations applied to them to enable them to be categorized as Mineral Reserves. There is no certainty that Mineral Resources of any classification can be upgraded to Mineral Reserves through continued exploration.
The Company's Mineral Reserve and Mineral Resource figures are estimates and the Company can provide no assurances that the indicated levels of mineral will be produced or that the Company will receive the price assumed in determining its Mineral Reserves. Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. While the Company believes that these Mineral Reserve and Mineral Resource Estimates are well established and the best estimates of the Company's management, by their nature Mineral Reserve and Mineral Resource Estimates are imprecise and depend, to a certain extent, upon analysis of drilling results and statistical
inferences which may ultimately prove unreliable. If the Company's Mineral Reserve or Mineral Reserve Estimates are inaccurate or are reduced in the future, this could have an adverse impact on the Company's future cash flows, earnings, results or operations and financial condition.
The Company estimatesthe future mine life of the Marathon Project. The Company can give no assurance that its mine life estimate will be achieved. Failure to achieve this estimate could have an adverse impact on the Company's future cash flows, earnings, results of operations and financial condition.