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Ivanhoe Mines Ltd. — Interim / Quarterly Report 2023
May 3, 2023
47059_rns_2023-05-03_9e2c2295-77d0-4796-a5f2-8c9f447993cd.pdf
Interim / Quarterly Report
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Condensed consolidated interim financial statements of
Ivanhoe Mines Ltd.
March 31, 2023 (Stated in U.S. dollars) (Unaudited)
Ivanhoe Mines Ltd.
March 31, 2023
Table of contents
| Condensed consolidated interim statements of financial position | 3 | |
|---|---|---|
| Condensed consolidated interim statements of comprehensive income | 4 | |
| Condensed consolidated interim statements of changes in equity | 5 | |
| Condensed consolidated interim statements of cash flows | 6 | |
| Notes to the condensed consolidated interim financial statements | 7 | - 46 |
Ivanhoe Mines Ltd.
Condensed consolidated interim statements of financial position as at March 31, 2023
(Stated in U.S. dollars) (Unaudited)
| March 31, | December 31, | ||
|---|---|---|---|
| Notes | 2023 | 2022 | |
| $'000 | $'000 | ||
| ASSETS | |||
| Non-current assets | |||
| Investment in joint venture | 4 | 2,177,292 | 2,047,040 |
| Property, plant and equipment | 5 | 680,206 | 630,295 |
| Mineral properties | 6 | 264,995 | 264,995 |
| Deferred tax asset | 7 | 216,023 | 208,356 |
| Loans receivable | 8 | 93,098 | 92,475 |
| Promissory note receivable | 9 | 26,766 | 26,756 |
| Other receivables | 13 | 17,351 | 15,141 |
| Investments | 10 | 7,469 | 9,652 |
| Right-of-use asset | 11 | 7,248 | 7,540 |
| Other assets | 4,492 | 4,372 | |
| Total non-current assets | 3,494,940 | 3,306,622 | |
| Current assets | |||
| Cash and cash equivalents | 12 | 497,145 | 597,451 |
| Prepaid expenses | 14 | 35,037 | 28,466 |
| Loans receivable | 8 | 21,937 | 19,629 |
| Other receivables | 13 | 13,055 | 15,742 |
| Consumable stores | 937 | 1,011 | |
| Current tax assets | 348 | 364 | |
| Total current assets | 568,459 | 662,663 | |
| Total assets | 4,063,399 | 3,969,285 | |
| EQUITY AND LIABILITIES | |||
| Capital and reserves | |||
| Share capital | 21 | 2,352,739 | 2,347,105 |
| Share option reserve | 21 | 143,342 | 141,541 |
| Foreign currency translation reserve | 22 | (76,313) | (63,830) |
| Accumulated profit | 596,438 | 509,801 | |
| Equity attributable to owners of the Company | 3,016,206 | 2,934,617 | |
| Non-controlling interests | 23 | (98,906) | (93,486) |
| Total equity | 2,917,300 | 2,841,131 | |
| Non-current liabilities | |||
| Convertible notes - host liability | 15 | 469,608 | 462,290 |
| Deferred revenue | 16 | 300,940 | 310,725 |
| Convertible notes - embedded derivative liability | 15 | 252,200 | 221,300 |
| Borrowings | 17 | 41,391 | 40,823 |
| Lease liability | 11 | 10,705 | 10,761 |
| Cash-settled share-based payment liability | 18 | 10,044 | 9,023 |
| Advances payable | 19 | 3,196 | 3,123 |
| Deferred tax liability | 7 | 1,899 | 1,775 |
| Rehabilitation provision | 1,310 | 1,093 | |
| Total non-current liabilities | 1,091,293 | 1,060,913 | |
| Current liabilities | |||
| Trade and other payables | 20 | 45,359 | 61,637 |
| Convertible notes - host liability | 15 | 6,577 | 3,033 |
| Cash-settled share-based payment liability | 18 | 2,306 | 2,025 |
| Lease liability | 11 | 564 | 546 |
| Total current liabilities | 54,806 | 67,241 | |
| Total liabilities | 1,146,099 | 1,128,154 | |
| Total equity and liabilities | 4,063,399 | 3,969,285 | |
| Continuing operations (Note 1) |
(Signed) Peter Meredith Peter Meredith, Director
(Signed) William Hayden William Hayden, Director
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
Page 3
Ivanhoe Mines Ltd.
Condensed consolidated interim statements of comprehensive income for the three months ended March 31, 2023
(Stated in U.S. dollars) (Unaudited)
| Notes | Three months ended March 31, |
|---|---|
2023 2022 |
|
| Operating income (expenses) Share of profit from joint venture net of tax 4 Share-based payments 24 Exploration and project evaluation expenditure Salaries and benefits Other expenditure Travel costs Foreign exchange (loss) gain Legal fees Professional fees |
$'000 $'000 82,659 87,109 (7,702) (7,389) (3,381) (12,243) (2,246) (3,020) (1,986) (1,944) (1,660) (1,905) (1,314) 1,379 (1,041) (340) (324) (408) |
| Profit from operating activities | 63,005 61,239 |
| Finance income 26 Loss on fair valuation of embedded derivative liability 15 Other income 27 Finance costs 25 (Loss) gain on fair valuation of financial asset 10 |
57,826 31,505 (30,900) (66,400) 3,728 436 (10,465) (7,391) (1,595) 3,358 |
| Profit before income taxes | 81,599 22,747 |
| Income tax recovery (expense) Current tax Deferred tax |
(45) 140 926 (1,347) |
| 881 (1,207) |
|
| Profit for the period | 82,480 21,540 |
| Profit (loss) attributable to: Owners of the Company Non-controlling interests |
86,637 26,394 (4,157) (4,854) |
| 82,480 21,540 |
|
| Other comprehensive (loss) income Items that may subsequently be reclassified to profit: Exchange (loss) gain on translation of foreign operations, net of tax |
(13,746) 21,097 |
| Items that may subsequently be reclassified to profit | (13,746) 21,097 |
| Total comprehensive income for the period | 68,734 42,637 |
| Total comprehensive income (loss) attributable to: Owners of the Company Non-controlling interests 23 |
74,154 45,495 (5,420) (2,858) |
| 68,734 42,637 |
|
| Basic profit per share 28 Diluted profit per share 28 |
0.07 0.02 0.07 0.02 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
Page 4
Ivanhoe Mines Ltd.
Condensed consolidated interim statements of changes in equity for the three months ended March 31, 2023
(Stated in U.S. dollars) (Unaudited)
| Foreign Share capital currency Equity Non- Number Share option translation Accumulated attributable controlling of shares Amount reserve reserve profit to owners interests Total |
|
|---|---|
| Balance at January 1, 2022 Net profit (loss) for the period Other comprehensive income |
$'000 $'000 $'000 $'000 $'000 $'000 $'000 1,209,665,401 2,316,293 141,099 (62,508) 98,937 2,493,821 (116,824) 2,376,997 – – – – 26,394 26,394 (4,854) 21,540 – – – 19,101 – 19,101 1,996 21,097 |
| Total comprehensive income (loss) Transactions with owners Share-based payments charged to operations (Note 24) Restricted share units vested (Note 21(c)) Options exercised (Note 21(b)) |
– – – 19,101 26,394 45,495 (2,858) 42,637 – – 6,093 – – 6,093 – 6,093 730,575 2,888 (2,888) – – – – – 888,377 3,711 (991) – – 2,720 – 2,720 |
| Balance at March 31, 2022 |
1,211,284,353 2,322,892 143,313 (43,407) 125,331 2,548,129 (119,682) 2,428,447 |
Balance at January 1, 2023 Net profit (loss) for the period Other comprehensive loss |
1,216,754,579 2,347,105 141,541 (63,830) 509,801 2,934,617 (93,486) 2,841,131 – – – – 86,637 86,637 (4,157) 82,480 – – – (12,483) – (12,483) (1,263) (13,746) |
| Total comprehensive (loss) income Transactions with owners Share-based payments charged to operations (Note 24) Restricted share units vested (Note 21(c)) Options exercised (Note 21(b)) |
– – – (12,483) 86,637 74,154 (5,420) 68,734 – – 6,400 – – 6,400 – 6,400 641,561 4,218 (4,218) – – – – – 309,840 1,416 (381) – – 1,035 – 1,035 |
| Balance at March 31, 2023 |
1,217,705,980 2,352,739 143,342 (76,313) 596,438 3,016,206 (98,906) 2,917,300 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
Page 5
Ivanhoe Mines Ltd.
Condensed consolidated interim statements of cash flows for the three months ended March 31, 2023
(Stated in U.S. dollars) (Unaudited)
| Notes | Three months ended March 31, |
|---|---|
| 2023 2022 |
|
| Cash flows from operating activities Profit before income taxes Items not involving cash Loss on fair valuation of embedded derivative liability 15 Finance costs 25 Share-based payments 24 Decrease (increase) in fair valuation of financial asset 10 Unrealized foreign exchange loss (gain) Depreciation Transfer from other assets to working capital items Depreciation on right-of-use asset Share of profit from joint venture net of tax 4 Finance income 26 Profit on disposal of property, plant and equipment Other taxes |
$'000 $'000 81,599 22,747 30,900 66,400 10,465 7,391 7,702 7,389 1,595 (3,358) 1,290 (1,632) 404 2,262 149 323 73 208 (82,659) (87,109) (57,826) (31,505) (2,769) (9) (1) (1) |
| Change in working capital items 31 Interest paid Income taxes paid Interest received 26 |
(9,078) (16,894) (22,298) (8,255) (56) (28) (47) (2) 7,299 1,424 |
| Net cash used in operating activities | (24,180) (23,755) |
| Cash flows from investing activities Property, plant and equipment acquired Other assets acquired Cash paid on behalf of joint venturer 9 Proceeds from sale of property, plant and equipment Investment in listed shares 10(i) |
(69,804) (19,201) (441) (770) (10) – 4,851 35 – (13,329) |
| Net cash used in investing activities | (65,404) (33,265) |
| Cash flows from financing activities Options exercised Principal portion of lease liability repaid |
1,035 2,720 (70) (547) |
| Net cash generated from financing activities | 965 2,173 |
| Effect of foreign exchange rate changes on cash | (11,687) 8,653 |
| Net cash outflow Cash and cash equivalents, beginning of year |
(100,306) (46,194) 597,451 608,176 |
| Cash and cash equivalents, end ofperiod | 497,145 561,982 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
Page 6
Ivanhoe Mines Ltd. Notes to the condensed consolidated interim financial statements March 31, 2023
(Stated in U.S. dollars unless otherwise noted) (Unaudited)
1. Basis of presentation and going concern assumption
Ivanhoe Mines Ltd. is a mining, development and exploration company incorporated in Canada which, together with its subsidiaries and joint venture, is focused on the mining, development and exploration of minerals and precious metals from its property interests located primarily in Africa.
The registered and records office of the Company is located at Suite 606-999 Canada Place, Vancouver, British Columbia, Canada V6C 3E1. The Company is listed on the Toronto Stock Exchange (“TSX”) under the ticker symbol IVN. The shares of the Company are also traded on the OTCQX Best Market in the United States of America under the symbol IVPAF.
These condensed consolidated interim financial statements have been prepared on the historical cost basis with the exception of certain financial instruments and share-based payments which are measured at fair value. Historical cost is generally based on the fair value of the consideration given in exchange for assets. The financial statements are also prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business.
The Company has an accumulated profit of $596.4 million at March 31, 2023 (December 31, 2022: $509.8 million). As at March 31, 2023, the Company’s total assets exceeds its total liabilities by $2,917.3 million (December 31, 2022: $2,841.1 million) and current assets exceeds current liabilities by $513.7 million (December 31, 2022: $595.4 million).
2. Significant accounting policies
The significant accounting policies used in these condensed consolidated interim financial statements have been consistently applied to all periods presented, unless otherwise stated, and are as follows:
(a) Statement of compliance
The Company’s condensed consolidated interim financial statements have been prepared using accounting policies in accordance with IAS 34, Interim Financial Reporting , as issued by the International Accounting Standards Board.
These condensed consolidated interim financial statements do not include all of the information and footnotes required by International Financial Reporting Standards (“IFRS”) for complete financial statements for year-end reporting purposes. Results for the period ended March 31, 2023, are not necessarily indicative of future results. The accounting policies applied by the Company in these condensed consolidated interim financial statements are the same as those applied by the Company in its most recent annual consolidated financial statements as at and for the year ended December 31, 2022 except for the application of new and revised accounting standards mentioned in Note 3.
These unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements as at and for the year ended December 31, 2022.
Page 7
Ivanhoe Mines Ltd. Notes to the condensed consolidated interim financial statements March 31, 2023
(Stated in U.S. dollars unless otherwise noted) (Unaudited)
2. Significant accounting policies (continued)
- (b) Significant accounting estimates and judgments
The preparation of condensed consolidated interim financial statements in conformity with IAS 34 requires the Company’s management to make estimates and assumptions concerning the future. The resulting accounting estimates can, by definition, only approximate the actual results. Estimates are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant accounting judgments are accounting policies that have been identified as being complex or involving subjective judgments or assessments.
Significant accounting estimates and judgments include, amongst other things, the recoverability of assets, the determination of the functional currency, technical feasibility and commercial viability of projects, the classification of Kamoa Holding Limited as a joint venture, the determination of inputs into lease accounting, the valuation of the embedded derivative liability associated with the convertible notes, deferred revenue, deferred tax, provisions for tax claims, the provisionally-priced revenue, remeasurement of contract receivables and bill-and-hold arrangements of the Kamoa Holding Limited joint venture.
- (c) Future accounting changes
The following new standards, amendments to standards and interpretations have been issued but are not effective during the three months ended March 31, 2023. The Company has not yet adopted these new and amended standards.
- Amendment to IFRS 16 – Leases on sale and leaseback. These amendments include requirements for sale and leaseback transactions in IFRS 16 to explain how an entity accounts for a sale and leaseback after the date of the transaction. Sale and leaseback transactions where some or all the lease payments are variable lease payments that do not depend on an index or rate are most likely to be impacted. (i)
The Company has considered the amendment and assessed that it will have no material impact on adoption.
- Amendment to IAS 1 – Non-current liabilities with covenants. These amendments clarify how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability. The amendments also aim to improve information an entity provides related to liabilities subject to these conditions. (i)
The Company has considered the amendment and assessed that it will have no material impact on adoption.
- (i) Effective for annual periods beginning on or after January 1, 2024
Page 8
Ivanhoe Mines Ltd.
Notes to the condensed consolidated interim financial statements March 31, 2023
(Stated in U.S. dollars unless otherwise noted) (Unaudited)
3. Application of new and revised standards
The following standards became effective for annual periods beginning on or after January 1, 2023. The Company adopted these standards in the current period and they did not have a material impact on its condensed consolidated interim financial statements unless specifically mentioned below.
-
Amendment to IAS 1 – Presentation of financial statements. The amendments clarify how to classify debt and other liabilities as current or non-current. Another amendment requires companies to disclose their material accounting policy information rather than their significant accounting policies, with additional guidance added to the Standard to explain how an entity can identify material accounting policy information with examples of when accounting policy information is likely to be material.
-
Amendments to IAS 12 – Income Taxes: Deferred tax related to assets and liabilities arising from a single transaction. The amendments require companies to recognize deferred tax on transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences.
-
Narrow scope amendments to IAS 1 – Presentation of Financial Statements, Practice statement 2 and IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors. The amendments aim to improve accounting policy disclosures and to help users of the financial statements to distinguish changes in accounting policies from changes in accounting estimates.
Page 9
Ivanhoe Mines Ltd. Notes to the condensed consolidated interim financial statements March 31, 2023 (Stated in U.S. dollars unless otherwise noted) (Unaudited)
4. Investment in joint venture
Kamoa Holding Limited (“Kamoa Holding”), a joint venture between the Company and Zijin Mining Group Co., Ltd. (“Zijin”), holds a direct 80% interest in the Kamoa-Kakula Copper Complex (“Kamoa-Kakula”). The Company holds an effective 39.6% interest in the project through its 49.5% shareholding in Kamoa Holding. Zijin holds 49.5% of Kamoa Holding while the remaining 1% share interest is held by privately-owned Crystal River Global Limited (“Crystal River”) (see Note 9).
The costs associated with mine development at Kamoa-Kakula’s Kansoko and Kakula sites were capitalized as property, plant and equipment in Kamoa Copper SA (a subsidiary of Kamoa Holding).
Kamoa-Kakula was deemed to have reached commercial production on July 1, 2021, after achieving a milling rate in excess of 80% of design capacity and recoveries in excess of 70% for a continuous period of seven days. 93,603 tonnes of copper in concentrate was produced during the three months ended March 31, 2023 (three months ended March 31, 2022: 55,602).
Kamoa-Kakula is among the world’s lowest greenhouse gas emitters per unit of copper metal produced. The Kamoa-Kakula Copper Complex is powered by clean, renewable, hydro-generated electricity.
On March 21, 2014, a financing agreement was entered into between Ivanhoe Mines Energy DRC SARL (a subsidiary of Kamoa Holding) and La Société Nationale d’Électricité SARL (“SNEL”), relating to the firststage upgrade of two existing hydroelectric power plants in the DRC to feed up to 113 MW into the national power supply grid and for the supply of electricity to the Kamoa-Kakula Project. All six new turbines at the Mwadingusha hydropower plant were synchronized to the national electrical grid in August 2021, with each generating unit producing approximately 13 megawatts (MW) of power, for a combined output of approximately 78 MW. In August 2021, Ivanhoe Mines Energy DRC SARL (“Ivanhoe Mines Energy”) signed an extension of the existing financing agreement with SNEL to upgrade turbine 5 at the Inga II hydropower complex. Turbine 5 is expected to produce 178 MW of renewable hydropower, providing the Kamoa-Kakula Copper Complex and the planned, associated smelter with sustainable electricity for future expansions.
Under the agreements, Ivanhoe Mines Energy agreed to provide a loan relating to the power upgrade. The total loan advanced as at March 31, 2023 amounts to $257.0 million (December 31, 2022: $252.5 million) comprising of a principal amount of $218.7 million (December 31, 2022: $219.3 million) and interest of $38.3 million (December 31, 2022: $33.2 million) and is included in the net assets of the joint venture under the heading “Long-term loan receivable”. The loan is capped at a maximum commitment of $250 million which, after deducting the loan advanced as at March 31, 2023 of $218.7 million (December 31, 2022: $219.3 million), results in a remaining commitment of $31.3 million. The Company’s proportionate share (49.5%) of the remaining maximum commitment amounts to $15.5 million.
The term for repayment of the principal amount, accrued interest and future costs is estimated to be 25 years, beginning after the expiry of a two-year grace period from the signing date of the agreement. The actual repayment period will ultimately depend on the amount actually financed and on the amounts deducted from electricity bills based on a fixed percentage of 40% of the actual bill as per the loan repayment terms. Interest is earned at a rate of USD 6-month LIBOR plus 3%. The Kamoa-Kakula Project has a priority electricity right by which SNEL commits to make available as per an agreed power requirements schedule, sufficient energy from its grid to meet the energy needs of the project.
Page 10
Ivanhoe Mines Ltd.
Notes to the condensed consolidated interim financial statements March 31, 2023
(Stated in U.S. dollars unless otherwise noted) (Unaudited)
4. Investment in joint venture (continued)
Company’s share of comprehensive income from joint venture
The following table summarizes the Company’s share of Kamoa Holding’s total comprehensive income for the periods ended March 31, 2023 and March 31, 2022.
| the periods ended March 31, 2023 and March 31, 2022. | |
|---|---|
| Three months ended, March 31, |
|
| 2023 2022 |
|
Revenue from contract receivables Remeasurement of contract receivables |
$'000 $'000 659,529 467,453 29,594 52,142 |
| Revenue Cost of sales |
689,123 519,595 (239,577) (123,370) |
| Gross profit General and administrative costs Amortization of mineral property |
449,546 396,225 (30,646) (15,768) (2,596) – |
| Profit from operations Finance costs Finance income and other |
416,304 380,457 (88,673) (54,643) 110 5,504 |
| Profit before taxes Current tax expense Deferred tax expense |
327,741 331,318 (76,473) (5,215) (39,617) (104,829) |
| Profit after taxes Non-controlling interest of Kamoa Holding |
211,651 221,274 (44,663) (45,295) |
| Total comprehensive income for the period | 166,988 175,979 |
| Company's share ofprofit fromjoint venture (49.5%) | 82,659 87,109 |
(i) The DRC government holds a direct 20% interest in Kamoa-Kakula. A 5%, non-dilutable interest in the project was transferred to the DRC government on September 11, 2012 for no consideration, pursuant to the 2002 DRC mining code. Following the signing of an agreement in November 2016, an additional 15% interest in the project was transferred to the DRC government.
Page 11
Ivanhoe Mines Ltd.
Notes to the condensed consolidated interim financial statements March 31, 2023 (Stated in U.S. dollars unless otherwise noted) (Unaudited)
4. Investment in joint venture (continued)
Net assets of the joint venture
The assets and liabilities of the joint venture were as follows:
| March 31, 2023 | March 31, 2023 | December 31, 2022 | |
|---|---|---|---|
| 100% 49.5% |
100% 49.5% |
||
| Assets Property, plant and equipment Mineral property Cash and cash equivalents Indirect taxes receivable Other receivables Consumable stores Non-current inventory Long-term loan receivable Trade receivables Current inventory Right-of-use asset Prepaid expenses Non-current deposits Deferred tax asset Liabilities Shareholder loans Trade and other payables Deferred tax liability Equipment finance facility Income taxes payable Rehabilitation provision Provisional payment facility Other provisions Lease liability Non-controlling interest |
$'000 $'000 2,975,903 1,473,072 787,293 389,710 389,624 192,864 326,517 161,626 296,171 146,604 288,248 142,683 274,804 136,028 257,041 127,235 59,553 29,479 24,638 12,196 8,662 4,288 8,266 4,092 1,872 927 665 329 (3,199,499) (1,583,752) (327,454) (162,090) (313,458) (155,162) (112,331) (55,604) (65,986) (32,663) (45,162) (22,355) (42,607) (21,090) (48,791) (24,152) (10,113) (5,006) (335,676) (166,160) |
$'000 $'000 2,733,176 1,352,922 789,888 390,995 365,633 180,988 279,385 138,296 212,221 105,049 257,434 127,430 246,424 121,980 252,523 124,999 63,196 31,282 27,011 13,370 11,549 5,717 9,216 4,562 2,272 1,125 710 351 (3,103,381) (1,536,174) (309,710) (153,306) (273,841) (135,551) (102,890) (50,931) (14,600) (7,227) (45,231) (22,389) (38,866) (19,239) (26,675) (13,204) (13,243) (6,555) (291,012) (144,051) |
|
| Netassets of the joint venture | 1,198,180 **593,099 ** |
1,031,189 510,439 |
|
| Investment in joint venture | March 31, December 31, 2023 2022 |
||
| Company's share of net assets of the joint venture Loan advanced to the joint venture |
$'000 $'000 593,099 510,439 1,584,193 1,536,601 |
||
| 2,177,292 2,047,040 |
The Company earns interest at USD 12-month LIBOR plus 7% on the loan advanced to the joint venture (see Note 26). If there is residual cash flow in Kamoa Holding, such cash shall be required to be utilized for the repayment of the then outstanding loan amount of each lender, on a pro-rata basis. No repayment is required in the absence of residual cash flow.
Page 12
Ivanhoe Mines Ltd.
Notes to the condensed consolidated interim financial statements
March 31, 2023
(Stated in U.S. dollars unless otherwise noted) (Unaudited)
5. Property, plant and equipment
| Assets | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Office | Motor | Plant and | Mining | under | |||||
| Land | Buildings | equipment | vehicles | equipment | infrastructure | Aircraft | construction | Total | |
| $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | |
| March 31, 2023 | |||||||||
| Cost | |||||||||
| Beginning of the year | 1,684 | 14,834 | 8,169 |
5,231 | 55,221 | 143,252 | 2,647 | 450,413 |
681,450 |
| Additions | – | 77 | 55 |
200 | 2,800 | – | – | 70,625 |
73,757 |
| Borrowing costs capitalized | – | – | – |
– | – | – | – | 11,207 |
11,207 |
| Disposals | – | – | (7) |
– | (8) | – | (2,534) | – |
(2,549) |
| Foreign exchange translation | (107) | 25 | (340) |
(51) | (348) | (9,087) | (113) | (19,455) | (29,476) |
| End of the period | 1,577 | 14,936 | 7,877 |
5,380 | 57,665 | 134,165 | – | 512,790 | 734,389 |
| Accumulated depreciation | |||||||||
| and impairment | |||||||||
| Beginning of the year | – | 2,883 | 5,216 |
3,196 | 35,574 | 3,841 | 445 | – |
51,155 |
| Depreciation | – | 143 | 258 | 128 | 2,414 | 1,177 | 33 | – |
4,153 |
| Disposals | – | – | (2) | – | (6) | – | (458) | – |
(466) |
| Foreign exchange translation | – | (25) | (216) | (21) | (108) | (269) | (20) | – | (659) |
| End of the period | – | 3,001 | 5,256 |
3,303 | 37,874 | 4,749 | – | – | 54,183 |
| Carrying value | |||||||||
| Beginning of the year | 1,684 | 11,951 | 2,953 |
2,035 | 19,647 | 139,411 | 2,202 | 450,413 |
630,295 |
| End of the period | 1,577 | 11,935 | 2,621 | 2,077 | 19,791 | 129,416 | – | 512,790 |
680,206 |
Assets under construction includes development costs capitalized as property, plant and equipment which are costs incurred to obtain access and to provide facilities for extracting, treating, gathering, transporting and storing the minerals. Costs incurred at the Platreef Project are deemed necessary to bring the Project to commercial production and are therefore capitalized. Until December 31, 2019, costs incurred at the Kipushi Project were also deemed necessary to bring the project to commercial production and were therefore capitalized. Between Q1 2020 and Q2 2022, the Kipushi Project was on reduced activities and incurred limited costs of a capital nature. All costs during this period were expensed as “Exploration and project evaluation expenditure” on the consolidated statements of comprehensive income (see Note 6). All costs incurred at the Kipushi Project from July 1, 2022 have been capitalized to property, plant and equipment.
.
Page 13
Ivanhoe Mines Ltd.
Notes to the condensed consolidated interim financial statements
March 31, 2023
(Stated in U.S. dollars unless otherwise noted) (Unaudited)
5. Property, plant and equipment (continued)
Borrowing costs are capitalized to the extent that they are attributable to the construction of qualifying assets and include the finance costs and low-interest loan accretion on the loan payable to ITC Platinum Development Limited, notional financing charge on the deferred revenue and a portion of the interest incurred on the convertible notes (see Note 25).
Assets pledged as security
Buildings with a carrying amount of $8.6 million (December 31, 2022: $8.4 million) have been pledged to secure borrowings of the Company (see Note 17 (ii)). The buildings have been pledged as security for bank loans under a mortgage. The Company is not allowed to pledge these assets as security for other borrowings or to sell them to another entity.
| to sell them to another entity. | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Assets | |||||||||
| Office | Motor | Plant and | Mining | under | |||||
| Land | Buildings | equipment | vehicles | equipment | infrastructure | Aircraft | construction | Total | |
| $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | |
| December 31, 2022 | |||||||||
| Cost | |||||||||
| Beginning of the year | 1,837 | 15,106 | 7,636 |
4,919 | 45,010 | 10,195 | 2,515 | 420,112 |
507,330 |
| Additions | – | 293 | 1,379 |
468 | 9,609 | – | 293 | 162,805 |
174,847 |
| Borrowing costs capitalized | – | – | – |
– | – | – | – | 28,823 |
28,823 |
| Disposals | (43) | (6) | (427) |
(108) | (29) | – | – | – |
(613) |
| Transfers | – | 743 | 17 |
– | 1,482 | 137,960 | – | (147,579) |
(7,377) |
| Foreign exchange translation | (109) | (1,302) | (436) | (49) | (851) | (4,903) | (161) | (13,749) | (21,560) |
| End of the year | 1,684 | 14,834 | 8,170 |
5,231 | 55,221 | 143,252 | 2,647 | 450,413 |
681,450 |
| Accumulated depreciation | |||||||||
| and impairment | |||||||||
| Beginning of the year | – | 2,517 | 4,986 |
2,697 | 27,287 | 1,306 | 265 | – |
39,058 |
| Depreciation | – | 549 | 902 | 605 | 8,405 | 2,710 | 204 | – |
13,375 |
| Disposals | – | – | (381) | (84) | (4) | – | – | – |
(469) |
| Foreign exchange translation | – | (183) | (291) | (22) | (114) | (175) | (24) | – | (809) |
| End of the year | – | 2,883 | 5,216 |
3,196 | 35,574 | 3,841 | 445 | – |
51,155 |
| Carrying value | |||||||||
| Beginning of the year | 1,837 | 12,589 | 2,650 | 2,223 | 17,723 | 8,889 | 2,250 | 420,112 | 468,272 |
| **End of the year ** | 1,684 | 11,951 | 2,953 |
2,035 | 19,647 | 139,411 | 2,202 | 450,413 |
630,295 |
.
Page 14
Ivanhoe Mines Ltd.
Notes to the condensed consolidated interim financial statements March 31, 2023
(Stated in U.S. dollars unless otherwise noted) (Unaudited)
6. Mineral properties and exploration and project evaluation expenditure
Mineral properties
The following table summarizes the carrying values of the Company’s mineral property interests as described below:
| March 31, | December 31, | |
|---|---|---|
| 2023 | 2022 | |
| $'000 | $'000 | |
| Platreef property, South Africa (a) | 6,940 | 6,940 |
| Kipushi Properties, Democratic Republic of Congo (b) | 252,337 | 252,337 |
| Other properties (c) | 5,718 | 5,718 |
| 264,995 | 264,995 |
Costs directly related to the acquisition of mineral properties are capitalized as mineral properties on a property-by-property basis, whereas development costs are capitalized as property, plant and equipment and are costs incurred to obtain access and to provide facilities for extracting, treating, gathering, transporting and storing the minerals. Development costs are capitalized to the extent that they are necessary to bring the property to commercial production.
(a) Platreef property
Construction of the planned Platreef mine is underway on the Company’s discovery of palladium, platinum, rhodium, nickel, copper and gold on the Northern Limb of South Africa’s Bushveld Igneous Complex approximately 8 km from Mokopane and 280 km northeast of Johannesburg, South Africa.
In November 2014, the mining right for the development and operation of the Company's Platreef mining project was executed. The mining right authorizes the Company to mine and process platinum-group metals, nickel, copper, gold, silver, cobalt, iron, vanadium and chrome at its Platreef discovery. The mining right was issued for an initial period of 30 years and may be renewed for further periods, each of which may not exceed 30 years at a time, in accordance with the terms of section 24 of the Mineral and Petroleum Resources Development Act of South Africa.
In February 2022, the Company announced the positive findings of an independent Platreef 2022 Feasibility Study for the tier one Platreef palladium, platinum, rhodium, nickel, copper and gold project in South Africa. The 2022 Feasibility Study provides the blueprint for the ongoing development of Platreef and builds on the results of the preliminary economic assessment for a phased-development plan scenario to expedite production, announced in November 2020.
A Japanese consortium of ITOCHU Corporation, Japan Oil, Gas and Metals National Corporation; and Japan Gas Corporation holds an effective 10% interest in the Platreef Project. The Company transferred an additional 26% of Platreef to a broad-based black economic empowerment (B-BBEE) special purpose vehicle in compliance with South African ownership requirements.
(b) Kipushi properties
The Kipushi Project is a past-producing, high-grade underground copper-zinc-germanium-silverlead mine in the Central African Copperbelt, in Haut-Katanga Province, Democratic Republic of Congo (“DRC”). The Kipushi Project lies adjacent to the town of Kipushi and the border with Zambia, and about 30 km southwest of the provincial capital of Lubumbashi. Ivanhoe Mines and La Générale des Carrières et des Mines SARL (“Gécamines”) own 68% and 32% of the Kipushi Project respectively, through their holdings in Kipushi Corporation SA (“Kipushi”), the mining rights holder.
Page 15
Notes to the condensed consolidated interim financial statements March 31, 2023
(Stated in U.S. dollars unless otherwise noted) (Unaudited)
Ivanhoe Mines Ltd.
6. Mineral properties and exploration and project evaluation expenditure (continued)
Mineral properties (continued)
(b) Kipushi properties (continued)
Ivanhoe Mines’ interest in Kipushi was acquired in November 2011 and comprises mining rights for zinc, copper and cobalt as well as the underground workings and related infrastructure, inclusive of a series of vertical mine shafts.
On February 14, 2022 the Company announced that it had signed a new agreement with its partner Gécamines to return the Kipushi Project to commercial production. The new agreement sets out the commercial terms that will form the basis of a new joint-venture agreement for the operation of the Kipushi Project.
Also on February 14, 2022, the Company announced the positive findings of an independent feasibility study for the planned resumption of commercial production at Kipushi. The Kipushi 2022 Feasibility Study builds on the results of the prefeasibility study (“PFS”) published by the Company in January 2018. The redevelopment of the Kipushi Project is based on a two-year construction timeline, which utilizes the significant existing surface and underground infrastructure to allow for lower capital costs.
(c) Other properties
The Company’s DRC exploration group is targeting Kamoa-Kakula style copper mineralization through a regional drilling program on its 90%-100%-owned Western Foreland exploration licences, located to the north, south and west of the Kamoa-Kakula Project, and elsewhere.
During Q4 2022, the Company was granted three new 100%-owned exploration rights on the Northern Limb of the Bushveld Complex in South Africa. These exploration rights cover 80 square kilometres forming a continuous block situated on the southwest border of the existing Platreef Project’s mining rights.
(d) Kamoa-Kakula properties
The Company is a joint venturer in Kamoa-Kakula which is located within the Central African Copperbelt in Lualaba Province, DRC. Kamoa-Kakula lies approximately 25 km west of the town of Kolwezi, and about 270 km west of Lubumbashi (see Note 4).
Exploration and project evaluation expenditure
Exploration and project evaluation expenditure are expensed in the period incurred, until such time as the Company determines that a property is technically feasible and commercially viable, whereafter costs associated with development are capitalized as property, plant and equipment in the assets under construction category (see Note 5).
Expenditure at the Platreef Project was capitalized as property, plant and equipment in the assets under construction category (see Note 5).
Until December 31, 2019, costs incurred at the Kipushi Project were also deemed necessary to bring the project to commercial production and were therefore capitalized. Between Q1 2020 and Q2 2022, the Kipushi Project was on reduced activities and incurred limited costs of a capital nature. All costs during this period were expensed as “Exploration and project evaluation expenditure” on the consolidated statements of comprehensive income. All costs incurred at the Kipushi Project from July 1, 2022 have been capitalized to property, plant and equipment.
Page 16
Ivanhoe Mines Ltd.
Notes to the condensed consolidated interim financial statements March 31, 2023
(Stated in U.S. dollars unless otherwise noted) (Unaudited)
7. Deferred tax
The Company’s deferred income tax assets are as follows:
| March 31, December 31, 2023 2022 |
|
|---|---|
Deferred tax liability to be recovered after more than 12 months Deferred interest on loans |
$'000 $'000 1,899 1,775 |
| Deferredtax liability | 1,899 1,775 |
Deferred tax asset to be recovered after more than 12 months Property, plant and equipment and mining capital expenditure Unrealized foreign exchange losses IFRS 16 leases Tax losses carried forward Deferred tax asset to be recovered within 12 months Provisions andprepayments |
160,948 162,039 51,356 42,387 2,950 2,944 – 242 769 744 |
| 216,023 208,356 |
Deferred income tax assets are recognized for tax loss carry-forwards to the extent that the realization of the related tax benefit through future taxable profits is probable. The Company recognized the previously unrecognized deferred tax asset relating to the Platreef Project in the year ended December 31, 2021. Due to the conclusion of the stream-financing agreements and the announcement of the exceptional results of the independent 2022 Feasibility Study, the Company considers it highly probable that the Platreef Project will have future taxable profits that will be available against which the deductible temporary differences can be utilized.
The Company recognized the previously unrecognized deferred tax asset relating to the Kipushi Project on June 30, 2022. Due to the signing of a new agreement between the Company and Gécamines to return the Kipushi Project to commercial production, and the positive findings of the independent 2022 Feasibility Study, the Company considers it probable that the Kipushi Project will have future taxable profits that will be available against which the deductible temporary differences can be utilized.
8. Loans receivable
| Loans receivable | ||
|---|---|---|
| March 31, | December 31, | |
| 2023 | 2022 | |
| $'000 | $'000 | |
| Loan to HPX (i) | 71,937 |
69,629 |
| Loss allowance - Loan to HPX | (1,201) | (1,201) |
| Social development loan (ii) | 44,307 | 43,684 |
| Loss allowance - Social development loan | (523) | (523) |
| Loan to Nzuri Exploration Holding Company Pty Ltd (iii) | 327 | 327 |
| Other loans receivable | 188 | 188 |
| 115,035 | 112,104 | |
| Non-current loans receivable | 93,098 |
92,475 |
| Current loans receivable | 21,937 | 19,629 |
| 115,035 | 112,104 |
Page 17
Ivanhoe Mines Ltd.
Notes to the condensed consolidated interim financial statements March 31, 2023
(Stated in U.S. dollars unless otherwise noted) (Unaudited)
8. Loans receivable (continued)
- (i) In April 2019, the Company extended a secured loan of $50 million to High Power Exploration Inc. (HPX). The loan receivable earns interest at a rate of 15% compounded monthly. Interest of $2.3 million was earned during the three months ended March 31, 2023 (March 31, 2022: $1.5 million) (see Note 26). The principal amount of the loan and accrued interest is convertible in whole, or in part, by the Company at its sole discretion into shares of treasury common stock of HPX. The Company is negotiating an updated scheduled maturity date with HPX.
The Company recorded an expected credit loss allowance of $1.2 million as at March 31, 2023 in accordance with IFRS 9 for the loan receivable from HPX (December 31, 2022: $1.2 million).
- (ii) A long-term loan receivable from Gécamines of $10 million was ceded to the Company on completion of the purchase of Kipushi on November 28, 2011, by the seller. An additional $20 million was requested and advanced to Gécamines during November 2012.
The loan receivable is unsecured and earns interest at USD 12-month LIBOR plus 3%. Repayment will be made by offsetting the loan against future royalties and dividends payable to Gécamines from future profits earned at Kipushi. The fair value of the receivable at acquisition date was estimated by the Company by calculating the present value of the future expected cash flows using an effective interest rate of 9.2%. The carrying value of the long-term loan receivable as at March 31, 2023 is $43.8 million (December 31, 2022: $43.2 million). Interest of $0.6 million was earned during the three months ended March 31, 2023 (March 31, 2022: $0.3 million) (see Note 26).
The Company recorded an expected credit loss allowance of $0.5 million as at March 31, 2023 in accordance with IFRS 9 for the social development loan.
- (iii) In September 2019, the Company, through its wholly-owned subsidiary, Ivanhoe DRC Holding Limited, extended a loan to Nzuri Exploration Holding Company Pty Ltd (“Nzuri”). The loan was advanced to fund exploration activities of a subsidiary of Nzuri in the DRC. The Company has a 10% equity investment in Nzuri (see Note 10).
9. Promissory note receivable
The Company has the following promissory note receivable:
| March 31, | December 31, | |
|---|---|---|
| 2023 | 2022 | |
| $'000 | $'000 | |
| Promissory note receivable from Crystal River | 26,780 |
26,770 |
| Loss allowance | (14) | (14) |
| 26,766 | 26,756 |
The promissory note receivable with a carrying value of $26.8 million is a non-interest-bearing, 10-year promissory note, of which $8.3 million is receivable by the Company as the purchase consideration for selling 1% of its share in Kamoa Holding to Crystal River (see Note 4). The remaining $18.5 million is receivable for subsequent funding provided to Kamoa Holding on Crystal River’s behalf. The promissory note is payable on the earlier of December 8, 2025 or the next business day following the completion of the sale, transfer or disposition of the shares held by Crystal River in Kamoa Holding.
Page 18
Ivanhoe Mines Ltd.
Notes to the condensed consolidated interim financial statements March 31, 2023
(Stated in U.S. dollars unless otherwise noted) (Unaudited)
10. Investments
| Investments | ||
|---|---|---|
| March 31, | December 31, | |
| 2023 | 2022 | |
| $'000 | $'000 | |
| Fair value through profit or loss | ||
| Investment in Renergen Ltd. (i) | 5,792 | 7,947 |
| Investment in other listed entities (ii) | 1,022 | 1,050 |
| Investment in unlisted entity (iii) | 655 | 655 |
| 7,469 | 9,652 |
- (i) On March 11, 2022, the Company made an equity investment in Renergen Ltd. (“Renergen”). Renergen is a public limited liability company, incorporated in South Africa and is listed on the Johannesburg Stock Exchange and the Australian Stock Exchange. Renergen in an emerging helium and domestic natural gas producer, which holds the rights to renewable natural gas fields with high helium concentrations, in particular the Virginia Gas Project located in the Free State province of South Africa.
Under the terms of the initial subscription agreement, the Company subscribed for 5,631,787 shares, representing an approximate 4.35% interest in Renergen’s issued and outstanding shares. The Company paid a subscription price of R35.63 per share for a total consideration of R200,632,412 (approximately $13.3 million). The subscription price per share was equal to 95% of the volume-weighted average traded price of Renergen’s shares on the Johannesburg Stock Exchange measured over the 30 trading days prior to March 11, 2022.
The trading value of the shares as at March 31, 2023 is R105.0 million ($5.8 million). A loss of $2.1 million on the fair valuation of the financial asset was recognized for the period ended March 31, 2023 (March 31, 2022: gain of $0.5 million). The movement in the fair value of the shares is shown in the table below:
| March 31, December 31, 2023 2022 |
|
|---|---|
| Balance at the beginning of the year Acquisition of shares Loss on fair valuation of shares Unrealized foreign currency losses |
$'000 $'000 7,947 – – 13,329 (1,567) (3,533) (588) (1,849) |
| Balance at the end of the period | 5,792 7,947 |
-
(ii) The Company holds shares in other listed entities which have been classified as financial assets at fair value through profit or loss. The trading value of the listed shares as at March 31, 2023 is $1.0 million (December 31, 2022: $1.1 million). A loss of $0.1 million on the fair valuation of the financial asset was recognized for the three months ended March 31, 2023 (March 31, 2022: gain of $0.5 million).
-
(iii) On September 12, 2019 the Company, through its wholly owned subsidiary, Ivanhoe DRC Holding Limited, subscribed for 10% of the ordinary shares of Nzuri Exploration Holding Company Pty Ltd (“Nzuri”). Nzuri is an Australian company, a subsidiary of which is conducting mining exploration activities in the DRC.
Page 19
Ivanhoe Mines Ltd.
Notes to the condensed consolidated interim financial statements March 31, 2023
(Stated in U.S. dollars unless otherwise noted) (Unaudited)
11. Leases
Right-of-use asset
| March 31, December 31, 2023 2022 |
|
|---|---|
Rented surface infrastructure and equipment (Kipushi) (i) Office building (ii) |
$'000 $'000 5,942 6,070 1,306 1,470 |
| 7,248 7,540 |
(i) A right-of-use asset is recognized in terms of IFRS 16 for the use of the surface infrastructure and equipment at the Kipushi mine.
- (ii) The Company leases an office building in Sandton, South Africa. On November 1, 2022, the Company entered into a second lease agreement for additional office space in the Sandton building.
Lease liability
| March 31, | December 31, | |
|---|---|---|
| 2023 | 2022 | |
| $'000 | $'000 | |
| Rented surface infrastructure and equipment (Kipushi) (i) | 9,480 |
9,370 |
| Office building (ii) | 1,225 | 1,391 |
| Non-current leaseliability | 10,705 | 10,761 |
| Office building (ii) | 244 |
226 |
| Rented surface infrastructure and equipment (Kipushi) (i) | 320 | 320 |
| Current leaseliability | 564 | 546 |
-
(i) The lease liability was initially measured at the present value of the lease payments payable over the life of mine and has been discounted at an incremental borrowing rate of 8%. The lease payments have been determined in accordance with the contract, which allocates a fixed rate monthly and it has been estimated that the lease will continue for the duration of the life of mine.
-
(ii) The Rand-denominated lease liability was initially measured at the present value of the lease payments payable over a lease term of six years and has been discounted at an incremental borrowing rate of between 10.25%-10.50% (December 31, 2022: 10.25%-10.50%). The lease payments have been determined in accordance with the contract which includes an escalation clause of 7.5% per annum. From November 1, 2022, the Company entered into a second lease agreement for additional office space in the Sandton building.
Amounts recognized in the condensed consolidated interim statements of comprehensive income:
| Three months ended March 31, |
|
|---|---|
| 2023 2022 |
|
Depreciation charge on right-of-use assets (i) Interest on lease liability (ii) |
$'000 $'000 (73) (208) (39) (246) |
| (112) (454) |
Page 20
Ivanhoe Mines Ltd.
Notes to the condensed consolidated interim financial statements March 31, 2023 (Stated in U.S. dollars unless otherwise noted) (Unaudited)
11. Leases (continued)
-
(i) Included in other expenditure on condensed consolidated interim statements of comprehensive income. The right-of-use assets are depreciated over the term of the lease on a straight-line basis.
-
(ii) Included as finance costs on the condensed consolidated interim statements of comprehensive income.
12. Cash and cash equivalents
| Cash and cash equivalents | ||
|---|---|---|
| March 31, | December 31, | |
| 2023 | 2022 | |
| $'000 | $'000 | |
| Cash and cash equivalents | 497,145 |
597,451 |
| **497,145 ** | 597,451 |
The cash and cash equivalents disclosed above include $13.1 million of restricted cash held by Ivanplats (Pty) Ltd., the owner of the Platreef Project (December 31, 2022: $13.6 million). The cash is restricted for use as guarantees in respect of the Platreef Project.
13. Other receivables
| Other receivables | ||
|---|---|---|
| March 31, | December 31, | |
| 2023 | 2022 | |
| $'000 | $'000 | |
| Refundable taxes (i) | 20,681 |
20,900 |
| Receivables from joint venture (ii) | 4,984 | 6,752 |
| Accounts receivable | 4,376 | 2,660 |
| Other | 366 | 572 |
| Loss allowance | (1) | (1) |
| 30,406 | 30,883 | |
| Non-current other receivables | 17,351 |
15,141 |
| Current other receivables | 13,055 | 15,742 |
| 30,406 | 30,883 |
-
(i) Refundable taxes are net of an impairment provision for value-added taxes receivable in foreign jurisdictions where recoverability of those taxes is uncertain. On June 30, 2022, the Company recognized the previously impaired value-added taxes receivable at the Kipushi Project. Due to the signing of a new agreement between the Company and Gécamines to return the Kipushi Project back to commercial production and the positive findings of the independent 2022 Feasibility Study, the Company considers it probable that the Kipushi Project will recover the value-added taxes receivable.
-
(ii) Receivables from joint venture include amounts receivable from the Kamoa Holding Limited joint venture for administration consulting services rendered by the Company and for the sale of equipment to the joint venture by Kipushi.
Page 21
Ivanhoe Mines Ltd.
Notes to the condensed consolidated interim financial statements March 31, 2023
(Stated in U.S. dollars unless otherwise noted) (Unaudited)
14. Prepaid expenses
| Prepaid expenses | |
|---|---|
| March 31, December 31, 2023 2022 |
|
Advance payments to suppliers Other prepayments Prepaid insurance Deposits |
$'000 $'000 31,862 24,257 1,536 2,022 1,381 1,925 258 262 |
| 35,037 28,466 |
Prepaid expenses are amounts paid in advance which give the Company rights to receive future goods or services.
15. Convertible notes
| March 31, December 31, 2023 2022 |
|
|---|---|
Convertible notes - host liability Balance at the beginning of the year |
$'000 $'000 465,323 437,414 |
| Carrying value of host liability Interest for the period Repayments of interest during the period |
465,323 437,414 10,862 42,284 – (14,375) |
| Balance at the end of the period | 476,185 465,323 |
Convertible notes - embedded derivative liability Balance at the beginning of the year Loss (gain) loss on fair valuation of embedded derivative liability |
221,300 244,200 30,900 (22,900) |
| Balance at the end of the period | 252,200 221,300 |
Non-current host liability Current host liability |
469,608 462,290 6,577 3,033 |
| 476,185 465,323 |
|
Non-current embedded derivative liability |
252,200 221,300 |
| 252,200 221,300 |
On March 17, 2021 the Company concluded a private placement offering of $575 million of 2.50% convertible senior notes maturing in 2026. The notes will be convertible at the option of holders, prior to the close of business on the business day immediately preceding October 15, 2025, only under certain circumstances and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the convertible notes may be settled, at the Company’s election, in cash, common shares or a combination thereof. Due to this election right and conversion feature, the convertible notes have an embedded derivative liability that is measured at fair value with changes in value being recorded in profit or loss, as well as the host loan that is accounted for at amortized cost.
Page 22
Ivanhoe Mines Ltd.
Notes to the condensed consolidated interim financial statements March 31, 2023 (Stated in U.S. dollars unless otherwise noted) (Unaudited)
15. Convertible notes (continued)
The convertible senior notes are senior unsecured obligations of the Company, which accrue interest payable semi-annually in arrears at a rate of 2.50% per annum. The notes will mature on April 15, 2026, unless earlier repurchased, redeemed or converted. The initial conversion rate of the notes is 134.5682 Class A common shares of the Company per $1,000 principal amount of notes, or an initial conversion price of approximately $7.43 (equivalent to approximately C$9.31) per common share. The initial conversion price of the notes represents a premium of approximately 37.5% over the last reported sale price of the Company’s common shares on the date of pricing being March 11, 2021, which was C$6.77 per share as reported on the Toronto Stock Exchange.
The gross proceeds of $575 million were apportioned between the host loan and the embedded derivative liability by first determining the fair value of the derivative, which was $150.5 million on March 17, 2021. Transaction costs of $10.5 million associated with the host loan were capitalized to the liability whereas transaction costs of $3.7 million associated with the embedded derivative liability were expensed in the consolidated statements of comprehensive income.
The effective interest rate of the host liability was deemed to be 9.39%. The carrying value of the host liability was $476.2 million as at March 31, 2023 (December 31, 2022: $465.3 million). The fair value of the embedded derivative liability on March 31, 2023 was $252.2 million (December 31, 2022 $221.3 million).
A fair value loss of $30.9 million (March 31, 2022: $66.4 million) was recognized in the condensed consolidated interim statements of comprehensive income, largely due to a strengthening of the U.S. dollar from the beginning of the year to March 31, 2023.
The following key inputs and assumptions were used in the binomial tree model when determining the fair value of the embedded derivative liability:
| March 17, | March 31, | December 31, | March 31, | |
|---|---|---|---|---|
| 2021 | 2022 | 2022 |
2023 | |
| Share price | C$7.00 | C$11.66 | C$10.70 |
C$12.21 |
| Credit spread (basis points) | 630 | 277 | 419 |
140 |
| Volatility | 42% | 40% | 40% |
40% |
| Borrowing cost (basis points) | 50 | 25 | 25 |
25 |
| Fair value of derivative liability ($' million) | $150.5 | $310.6 | $221.3 |
$252.2 |
16. Deferred revenue
| March 31, December 31, 2023 2022 |
|
|---|---|
Balance at the beginning of the year Gold streaming facility Palladium and platinum streaming facility Financing costs associated with the streaming facilities (Note 25) Transaction costs incurred Exchange gain on translation of foreign operations |
$'000 $'000 310,725 69,562 – 150,000 – 75,000 10,145 20,778 – (1,099) (19,930) (3,516) |
| Balance at the end of the period | 300,940 310,725 |
On December 8, 2021, the Company announced that Ivanplats (Pty) Ltd., its South African subsidiary and owner of the Platreef Project, had concluded stream-financing agreements with Orion Mine Finance (“Orion”) and Nomad Royalty Company (“Nomad”), together the “Stream Purchasers”, for a $200 million goldstreaming facility and a $100 million palladium and platinum-streaming facility.
Page 23
Ivanhoe Mines Ltd. Notes to the condensed consolidated interim financial statements March 31, 2023 (Stated in U.S. dollars unless otherwise noted) (Unaudited)
16. Deferred revenue (continued)
Under the stream agreements, Orion provided a total of $225 million in funding, and Nomad provided $75 million in funding. The stream facilities are a prepaid forward sale of refined metals, with prepayments totalling $300 million, available in two tranches. The first prepayment of $75 million was received by the Company in December 2021, following the closing of the transaction. The remaining $225 million was received in September 2022, after successfully fulfilling the conditions precedent.
Under the terms of the $200 million gold stream agreement, the Stream Purchasers will receive an aggregate total of 80% of contained gold in concentrate until 350,000 ounces have been delivered, after which the stream will be reduced to 64% of contained gold in concentrate for the remaining life of the facility. The expected life of this facility will extend from the effective date of the stream agreement until the date when 685,280 ounces of gold have been delivered to the Stream Purchasers. The Stream Purchasers will purchase each ounce of gold at a price equal to the lower of the market price of gold or US$100 per ounce.
Delivery of the gold under the stream agreement will be made by delivering gold credits to the Stream Purchasers’ metal accounts.
Under the terms of the US$100 million palladium and platinum stream agreement, Orion will receive an aggregate total of 4.2% of contained palladium and platinum in concentrate until 350,000 ounces have been delivered, after which the stream will be reduced to 2.4% for the remaining life of the facility. The expected life of this facility will extend from the effective date of the stream agreement until the date when 485,115 ounces of palladium and platinum have been delivered to the purchaser, which will pay for each ounce at a price equal to 30% of the market price of palladium and platinum. Delivery of the palladium and platinum under the stream agreement will be made by delivering palladium and platinum credits to the Stream Purchasers’ metal accounts. The advance payment of $300 million, net of transaction costs of $6.5 million, is recognized as a contract liability (deferred revenue) under IFRS 15.
The stream-financing agreements are accounted for as deferred revenue as the Company has applied judgment in concluding that the contracts fall within the "own-use" exemption in IFRS 9. Therefore, the contracts are not accounted for under the requirements of IFRS 9, but were deemed to fall within the scope of IFRS 15 as the Company intends to settle the obligations through delivery of its own production from the Platreef mine once commissioned.
In accordance with IFRS 15, the Company has recognized a notional financing charge of $10.1 million for the period ended March 31, 2023 due to the time between receiving the upfront streaming payments and the date that the related performance obligations will be satisfied. The Company has estimated that the ZARbased nominal pre-tax rate is 15.37% under the gold stream agreement, and 14.81% under the palladium and platinum stream agreement.
Settlements on the stream-financing arrangements will start once the commissioning of the Platreef Project has been completed. The commissioning is scheduled for 2024.
Page 24
Ivanhoe Mines Ltd.
Notes to the condensed consolidated interim financial statements March 31, 2023
(Stated in U.S. dollars unless otherwise noted) (Unaudited)
17. Borrowings
| Borrowings | ||
|---|---|---|
| March 31, | December 31, | |
| 2023 | 2022 | |
| $'000 | $'000 | |
| Unsecured - at amortized cost | ||
| Loan from ITC Platinum Development Limited (i) | 37,419 | 36,937 |
| Secured - at amortized cost | ||
| Loan from Citi bank (ii) | 3,972 | 3,886 |
| 41,391 | 40,823 |
-
(i) On June 6, 2013, the Company, through its subsidiary Ivanplats (Pty) Ltd, (“Ivanplats”) the owner of the Platreef Project, became party to a $28.0 million loan payable to ITC Platinum Development Limited. The loan is repayable only once Ivanplats has residual cashflow, which is defined in the loan agreement as gross revenue generated by Ivanplats, less all operating costs attributable thereto, including all mining development and operating costs. The loan incurs interest of USD 3-month LIBOR plus 2% calculated monthly in arrears. Interest is not compounded. Using prevailing market interest rates for an equivalent loan of USD 3-month LIBOR plus 7% at June 6, 2013, the carrying value of the loan as at March 31, 2023, is $37.4 million (December 31, 2022: $36.9 million) with a contractual amount due of $36.8 million (December 31, 2022: $35.8 million). The difference of $0.6 million (December 31, 2022: $1.1 million) between the contractual amount due and the carrying value of the loan is the benefit derived from the low-interest loan. Interest of $0.5 million (March 31, 2022: $0.2 million) was recognized during the year ended March 31, 2023 and was capitalized as borrowing costs together with the low-interest loan accretion of $0.0 million (March 31, 2022: $0.4 million).
-
(ii) The Citi bank loan of $4.0 million (£3.2 million) is secured by the Rhenfield property (see Note 29). The loan is an interest-only term loan repayable on August 28, 2025, and incurs interest at a rate of 1-month Sterling Overnight Index Average (SONIA) plus 1.90% payable monthly in arrears. Interest of $0.1 million was incurred for the three months ended March 31, 2023 (March 31, 2022: $0.1 million).
18. Cash-settled share-based payment liability
| Cash-settled share-based payment liability | ||
|---|---|---|
| March 31, | December 31, | |
| 2023 | 2022 | |
| $'000 | $'000 | |
| B-BBEE share-based payment liability (i) | 6,024 |
5,886 |
| Deferred share unit liability | 6,326 | 5,162 |
| 12,350 | 11,048 | |
| Non-current cash-settled share-based payment liability | 10,044 |
9,023 |
| Current cash-settled share-based payment liability | 2,306 | 2,025 |
| 12,350 | 11,048 |
(i) On June 26, 2014, the Company sold a 26% interest in the Company's Platreef mining project for which it has recognized a cash-settled share-based payment liability which is estimated to vest over 20 years. The liability is valued using an option pricing model taking into account the terms and conditions on which the right was granted (see Note 24).
Page 25
Ivanhoe Mines Ltd.
Notes to the condensed consolidated interim financial statements March 31, 2023
(Stated in U.S. dollars unless otherwise noted) (Unaudited)
19. Advances payable
| Advances payable | ||
|---|---|---|
| March 31, | December 31, | |
| 2023 | 2022 | |
| $'000 | $'000 | |
| Advances payable to Gécamines | 3,196 |
3,123 |
| 3,196 | 3,123 |
Advances payable to Gécamines are unsecured and bear interest at USD 12-month LIBOR plus 4% and represent the loan advanced to Kipushi by Gécamines prior to the acquisition of Kipushi by the Company. The advances will be repaid once Kipushi begins to generate and distribute its profit which is defined as the operating surplus less operating charges, general costs and amortizations and profit tax for each fiscal year.
20. Trade and other payables
| Trade and other payables | ||
|---|---|---|
| March 31, | December 31, | |
| 2023 | 2022 | |
| $'000 | $'000 | |
| Trade accruals | 31,148 | 18,931 |
| Trade payables | 11,618 | 38,425 |
| Payroll tax and other statutory liabilities | 1,539 | 3,653 |
| Other payables | 1,054 | 628 |
| 45,359 | 61,637 |
The Company has policies in place to ensure trade and other payables are paid within agreed terms.
21. Share capital
(a) Shares issued
The Company is authorized to issue an unlimited number of Class A Shares. On June 28, 2022, the Company’s share capital structure was amended by deleting the Class B common shares without par value and the preferred shares without par value, none of which were outstanding.
As at March 31, 2023, 1,217,705,980 (December 31, 2022: 1,216,754,579) Class A Shares were issued and outstanding. All shares in issue have been fully paid.
(b) Options
The Company issues share options as a security-based compensation arrangement. Share options are granted at an exercise price equal to the weighted average price of the shares on the TSX for the five days immediately preceding the date of the grant. As at March 31, 2023, 82,104,751 share options have been granted and exercised, and 14,031,954 have been granted and are outstanding.
All outstanding share options granted before December 2019 vest in four equal parts, commencing on the one year anniversary of the date of grant and on each of the three anniversaries thereafter. The maximum term of these options is five years. All share options granted during and after December 2019 vest in three equal parts, commencing on the one year anniversary of the date of grant and on each of the two anniversaries thereafter. The maximum term of these options awarded is seven years.
Page 26
Ivanhoe Mines Ltd.
Notes to the condensed consolidated interim financial statements March 31, 2023 (Stated in U.S. dollars unless otherwise noted) (Unaudited)
21. Share capital
(b) Options (continued)
A summary of changes in the Company’s outstanding share options is presented below. The changes for 2023 represent the period January 1, 2023 to March 31, 2023, while the changes for 2022 represent the period January 1, 2022 to December 31, 2022.
| 2023 | 2022 | |||
|---|---|---|---|---|
| Weighted | Weighted | |||
| average | average | |||
| Number of | exercise | Number of | exercise | |
| options | price | options | price | |
| $ | $ | |||
| Balance at the beginning of year | 13,264,957 |
3.78 | 17,312,182 | 3.12 |
| Granted | 1,081,713 | 8.88 | 1,259,090 | 8.36 |
| Exercised | (309,840) | 3.48 | (5,244,069) | 2.71 |
| Forfeited | (4,876) | 3.02 | (62,246) | 3.02 |
| Balance at the end of the period | 14,031,954 | 4.18 | 13,264,957 | 3.78 |
1,081,713 options were granted in 2023. The fair value of options granted is estimated on the date of grant using the Black-Scholes option pricing model. An expense of $3.9 million will be amortized over the entire vesting period for the options granted during the three months ended March 31, 2023 (March 31, 2022: $3.4 million), of which $0.4 million (March 31, 2022: $0.3 million) was recognized in the three months ended March 31, 2023. An additional expense of $0.9 million was recognized in the three months ended March 31, 2023 (March 31, 2022: $1.5 million) relating to options granted during prior years.
The following weighted average assumptions were used for the share option grants in the table above:
| 2023 | 2022 | |
|---|---|---|
| Risk-free interest rate | 3.95% | 1.94% |
| Expected volatility(i) | 51.59% | 52.69% |
| Expected life | 3.50 | 3.50 |
| Expected dividends | $Nil | $Nil |
(i) Expected volatility was based on the historical volatility of a peer company analysis.
A reconciliation of the number of share options exercised to shares issued for the three months ended March 31, 2023 and March 31, 2022 is presented below:
| 2023 | 2022 |
|---|---|
| Number of options exercised Number of shares issued |
Number of options exercised Number of shares issued |
| Ordinary exercise 309,840 309,840 Exercised by Share Appreciation Rights (i) – – |
842,219 842,219 71,374 46,158 |
| Total 309,840 309,840 |
913,593 888,377 |
(i) In terms of the equity incentive plan, participants have the right in lieu of receiving the shares to which the options relate, to receive the number of shares calculated by deducting the exercise price from the fair market value of the shares and dividing this result by the fair market value of the shares immediately prior to exercise.
Page 27
Ivanhoe Mines Ltd. Notes to the condensed consolidated interim financial statements March 31, 2023 (Stated in U.S. dollars unless otherwise noted) (Unaudited)
21. Share capital (continued)
(b) Options (continued)
The following table summarizes information about share options outstanding and exercisable as at March 31, 2023:
| March 31, 2023: | ||||
|---|---|---|---|---|
| Options outstanding | Options exercisable | |||
| Weighted | Weighted | |||
| average | average | |||
| Number of | exercise | Number of | exercise | |
| Expiry date | shares | price | shares | price |
| $ | $ | |||
| May 29, 2022 | 16,477 | 3.02 | 16,477 | 3.02 |
| June 11, 2023 | 4,631 | 3.02 | 4,631 | 3.02 |
| December 4, 2023 | 2,000,000 | 1.98 | 2,000,000 | 1.98 |
| January 12, 2024 | 1,000,000 | 1.90 | 1,000,000 | 1.90 |
| December 5, 2026 | 2,000,000 | 2.59 | 2,000,000 | 2.59 |
| January 13, 2027 | 4,383,696 | 3.02 | 4,383,696 | 3.02 |
| August 17, 2027 | 170,000 | 3.85 | 86,666 | 3.85 |
| November 1, 2027 | 100,000 | 3.84 | 66,666 | 3.84 |
| January 22, 2028 | 873,654 | 5.52 | 584,385 | 5.52 |
| March 31, 2028 | 82,131 | 5.18 | 54,754 | 5.18 |
| June 30, 2028 | 61,597 | 6.92 | 20,532 | 6.92 |
| August 10, 2028 | 879,169 | 7.49 | 293,056 | 7.49 |
| September 30, 2028 | 66,096 | 6.47 | 22,032 | 6.47 |
| December 31, 2028 | 53,700 | 7.89 | 17,900 | 7.89 |
| January 27, 2029 | 911,141 | 8.86 | 303,698 | 8.86 |
| March 31, 2029 | 66,688 | 9.35 | 22,229 | 9.35 |
| June 30, 2029 | 103,322 | 5.90 | – | – |
| September 30, 2029 | 100,414 | 6.04 | – | – |
| December 31, 2029 | 77,525 | 7.79 | – | – |
| January 20, 2030 | 1,007,754 | 8.90 | – | – |
| March 31, 2030 | 73,959 | 8.60 | – | – |
| 14,031,954 | 4.18 | 10,876,722 | 3.12 |
As at December 31, 2022, the Company had 13,264,957 share options outstanding at a weighted average exercise price of $3.78. Of this amount, 8,280,271 share options were exercisable at a weighted average exercise price of $2.88.
(c) Share unit awards
The Company issues restricted share units (“RSUs”) and performance share units (“PSUs”) as a security-based compensation arrangement. Each RSU and PSU represents the right of an eligible participant to receive one Class A Share.
RSUs and PSUs vest in three equal parts, commencing on the initial vesting date established at grant and on each of the two anniversaries thereafter, subject to the satisfaction of any performance conditions.
Page 28
Ivanhoe Mines Ltd. Notes to the condensed consolidated interim financial statements March 31, 2023 (Stated in U.S. dollars unless otherwise noted) (Unaudited)
21. Share capital (continued)
(c) Share unit awards (continued)
A summary of changes in the Company’s RSUs and PSUs is presented below. The changes for 2023 represent the period January 1, 2023 to March 31, 2023, while the changes for 2022 represent the period January 1, 2022 to December 31, 2022.
| the period January 1, 2022 to December 31, 2022. | |
|---|---|
| 2023 2022 |
|
| Balance at the beginning of the year RSUs issued PSUs issued RSUs vested RSUs cancelled |
5,237,163 6,300,049 639,343 1,375,041 438,163 372,113 (641,561) (2,738,292) (6,910) (71,748) |
| Balance at the end of the period | 5,666,198 5,237,163 |
An expense of $8.6 million will be amortized over the vesting period for the RSUs and PSUs granted during the three months ended March 31, 2023 (March 31, 2022: $11.0 million), using the fair value of a common share at time of grant. The weighted average fair value of a common share at the time that the RSUs and PSUs were granted in 2023 was $8.86 (December 31, 2022: $8.34). An expense of $5.1 million (March 31, 2022: $4.3 million) was recognized for the three months ended March 31, 2023 relating to RSUs and PSUs granted, of which $0.6 million related to RSUs and PSUs granted in 2023 (see Note 24).
(d) Deferred share units
The Company issues deferred share units (“DSUs”) as a security-based compensation arrangement to non-executive directors of the Company. Each DSU represents the right of an eligible participant to receive one Class A Share or the cash equivalent thereof. The debt component of the compound instrument represents the entire fair value of the award and is disclosed below.
A summary of changes in the Company’s DSUs is presented below. The changes for 2023 represent the period January 1, 2023 to March 31, 2023, while the changes for 2022 represent the period January 1, 2022 to December 31, 2022.
| 2023 | 2022 | |
|---|---|---|
| Balance at the beginning of the year | 653,355 | 545,578 |
| DSUs issued | 179,570 | 200,991 |
| DSUs settled | – | (93,214) |
| Balance at the end of the period | 832,925 | 653,355 |
An expense of $0.4 million (March 31, 2022: $0.4 million) was recognized for the DSUs granted during the three months ended March 31, 2023. A loss of $0.8 million (March 31, 2022: loss of $0.7 million) was recognized for DSUs granted during prior years due to the increase in the Company’s share price which resulted in an increase in the deferred share unit liability. In accordance with the DSU plan, directors may elect to receive settlement of their DSUs in cash or shares.
DSUs vest over the calendar year in which they are granted and are settled on December 31[st] of the calendar year that is three years following the award date of each respective DSU.
Page 29
Ivanhoe Mines Ltd. Notes to the condensed consolidated interim financial statements March 31, 2023
(Stated in U.S. dollars unless otherwise noted) (Unaudited)
22. Foreign currency translation reserve
| March 31, | December 31, | |
|---|---|---|
| 2023 | 2022 | |
| $'000 | $'000 | |
| Balance at the beginning of the year | (63,830) |
(62,508) |
| Exchange loss arising on translation of foreign operations | (12,483) | (1,322) |
| Balance at the end of the period | (76,313) | (63,830) |
Exchange differences relating to the translation of the results and net assets of the Company's foreign operations from their functional currencies to the Company's presentation currency are recognized directly in other comprehensive (loss) income and accumulated in the foreign currency translation reserve.
23. Non-controlling interests
The total non-controlling interest at March 31, 2023 is $98.9 million (December 31, 2022: $93.5 million), of which $71.5 million (December 31, 2022: $69.6 million) is attributed to Ivanplats (Pty) Ltd and $32.6 million (December 31, 2022: $28.8 million) is attributed to Kipushi Corporation SA. The remainder relates mainly to the non-controlling interest attributable to Ivanplats Holding SARL.
Set out below is the summarized financial information for each subsidiary that has non-controlling interests that are material to the Company. The amounts disclosed for each subsidiary are before intercompany eliminations.
| Summarized statements of comprehensive income |
Ivanplats (Pty) Ltd Kipushi Corporation SA |
|---|---|
| Three months ended March 31, Three months ended March 31, 2023 2022 2023 2022 |
|
(Loss) for the period Other comprehensive (loss) income |
$'000 $'000 $'000 $'000 (6,451) (3,801) (11,953) (14,333) (12,639) 19,958 – – |
| Total comprehensive (loss) income | (19,090) 16,157 (11,953) (14,333) |
| Total comprehensive (loss) income allocated to non-controlling interests |
(1,909) 1,615 (3,825) (4,587) |
24. Share-based payments
The share-based payment expense of the Company is summarized as follows:
| Three months ended March 31, 2023 2022 |
|
|---|---|
| Equity-settled share-based payments Share unit awards expense (Note 21(c)) Share options (Note 21(b)) |
$'000 $'000 (5,096) (4,296) (1,304) (1,797) |
| Cash-settled share-based payments Deferred share unit expense (Note 21(d)) B-BBEE transaction expense |
(6,400) (6,093) (1,164) (1,136) (138) (160) |
| (7,702) (7,389) |
Page 30
Ivanhoe Mines Ltd. Notes to the condensed consolidated interim financial statements March 31, 2023 (Stated in U.S. dollars unless otherwise noted) (Unaudited)
24. Share-based payments (continued)
Of the share-based payment expense recognized for the three months ended March 31, 2023, $0.1 million (March 31, 2022: $0.2 million) related to the Platreef B-BBEE transaction, with the remaining $7.6 million (March 31, 2022: $7.2 million) being the expense for share options, share unit awards and deferred share units which have been granted to employees and were recognized over the vesting period.
25. Finance costs
Finance costs are summarized as follows:
| Three months ended March 31, |
|
|---|---|
| 2023 2022 |
|
Interest on convertible notes (see Note 15) Interest on convertible notes capitalized (see Note 5) Interest on borrowings (see Note 17) Interest on borrowings capitalized (see Note 5) Finance costs on deferred revenue (see Note 16) Finance costs on deferred revenue capitalized (see Note 16) Lease liability unwinding (see Note 11) Interest on advances payable (see Note 19) |
$'000 $'000 (10,862) (10,211) 564 3,131 (555) (606) 498 579 (10,145) (1,730) 10,145 1,730 (39) (246) (73) (38) |
| (10,465) (7,391) |
26. Finance income
Finance income is summarized as follows:
| Three months ended March 31, |
|
|---|---|
| 2023 2022 |
|
Interest on loan to joint venture (i) Interest on bank balances Interest on long-term loan receivable - HPX (ii) Interest on long-term loan receivable - Social Development Loan (iii) Other |
$'000 $'000 47,592 28,289 7,299 1,424 2,308 1,475 623 310 4 7 |
| 57,826 31,505 |
-
(i) The Company earns interest at a rate of USD 12-month LIBOR plus 7% on the loan advanced to the Kamoa Holding joint venture (see Note 4).
-
(ii) The Company earns interest at a rate of 15% per annum compounded monthly on the long-term loan receivable from HPX (see Note 8 (i)).
-
(iii) The Company earns interest at a rate of USD 12-month LIBOR plus 3% on the long-term loan receivable from Gécamines (see Note 8 (ii)), although an effective interest rate of 9.2% was applied from initial recognition.
Page 31
Ivanhoe Mines Ltd.
Notes to the condensed consolidated interim financial statements March 31, 2023
(Stated in U.S. dollars unless otherwise noted) (Unaudited)
27. Other income
Other income is summarized as follows:
| Other income is summarized as follows: | |
|---|---|
| Three months ended March 31, |
|
| 2023 2022 |
|
Profit on disposal of property, plant and equipment (i) Administration consulting income (ii) Other |
$'000 $'000 2,769 9 905 720 54 (293) |
| 3,728 436 |
-
(i) Of the $2.8 million profit on disposal of property, plant and equipment, $2.7 million relates to the sale of the Company’s aircraft (see Note 5). The aircraft was sold for a consideration of $4.8 million.
-
(i) Administration consulting income is fees charged by the Company to the Kamoa Holding joint venture for administration, accounting and other services performed for the joint venture (see Note 4).
28. Profit per share
The basic profit per share is computed by dividing the profit attributable to the owners of the Company by the weighted average number of common shares outstanding during the period. The diluted profit per share reflects the potential dilution of common share equivalents, such as outstanding stock options and restricted share units, in the weighted average number of common shares outstanding during the year, if dilutive.
| Three months ended March 31, |
|
|---|---|
| 2023 2022 |
|
| Basic profit per share Profit attributable to owners of the Company Weighted average number of basic shares outstanding Basic profit per share Diluted profit per share Profit attributable to owners of the Company Weighted average number of diluted shares outstanding Diluted profit per share |
$'000 $'000 86,637 26,394 1,217,351,475 1,210,405,254 0.07 0.02 86,637 26,394 1,230,677,036 1,227,981,947 0.07 0.02 |
Page 32
Ivanhoe Mines Ltd. Notes to the condensed consolidated interim financial statements March 31, 2023 (Stated in U.S. dollars unless otherwise noted) (Unaudited)
28. Profit per share (continued)
The weighted average number of shares for the purpose of diluted profit per share reconciles to the weighted average number of shares used in the calculation of basic profit per share as follows:
| Three months ended March 31, |
|
|---|---|
| 2023 2022 |
|
Weighted average number of basic shares outstanding Shares deemed to be issued for no consideration in respect of: - stock options - restricted share units |
1,217,351,475 1,210,405,254 7,662,775 10,989,728 5,662,786 6,586,965 |
| Weighted averagenumberofdiluted shares outstanding | 1,230,677,036 1,227,981,947 |
29. Joint operations
The Company has a 50% interest in Rhenfield Limited, a British Virgin Islands registered company. Rhenfield Limited purchased buildings in London, England which the Company uses for office space. The buildings have a carrying value of $8.6 million (December 31, 2022: $8.4 million) and are included in property, plant and equipment (see Note 5). The buildings have been pledged as security for bank loans under a mortgage (see Note 17).
Page 33
Ivanhoe Mines Ltd. Notes to the condensed consolidated interim financial statements March 31, 2023 (Stated in U.S. dollars unless otherwise noted) (Unaudited)
30. Related party transactions
The financial statements include the financial results of Ivanhoe Mines Ltd., its subsidiaries, joint ventures and joint operations listed in the following table:
| Country of Name Incorporation |
% equity interest as at |
|---|---|
| March 31, December 31, 2023 2022 |
|
| Direct Subsidiaries Ivanhoe Mines (Barbados) Limited Barbados African Copperbelt Exploration Ltd. Barbados Kengere Holding Limited Barbados Ivanhoe Mines US LLC United States of America Ivanhoe Mines UK Limited United Kingdom Ivanplats Holding SARL Luxembourg Ivanhoe Mines Consulting Services (Beijing) Co., Ltd China Indirect Subsidiaries Ivanhoe DRC Holding Ltd. Barbados Kipushi Holding Limited Barbados Ivanhoe Exploration Holding Ltd. Barbados Magharibi Holding Ltd. Barbados Makoko Holding Ltd. Barbados Mwangezi Holding Ltd. Barbados Lubudi Holding Ltd. Barbados Lueya Holding Ltd. Barbados Ivanhoe Newriver Holding Ltd. Barbados Ikekete Holding Ltd. Barbados Kampemba Holding Ltd. Barbados Mulomba Holding Ltd. Barbados Ivanhoe Mines DRC SARL DRC Ivanhoe Mines Exploration DRC SARL DRC IME Services SASU DRC Lufupa SASU DRC Magharibi Mining SAU DRC Makoko SA DRC Kengere Mining SA DRC Kipushi Corporation SA DRC Namwana Exploration SA DRC Ivanhoe (Namibia) (Pty) Ltd. Namibia GB Mining & Exploration (SA) (Pty) Ltd. South Africa Ivanhoe Mines SA (Pty) Ltd. South Africa Ivanplats (Pty) Ltd. South Africa Kico Services (Pty) Ltd. South Africa Palrho Exploration (Pty) Ltd. South Africa Ivanhoe (Zambia) Ltd. Zambia Joint ventures Kamoa Holding Limited Barbados Joint operations Rhenfield Limited British Virgin Islands |
100% 100% (i) 100% 100% (i) 100% 100% (i) 100% 100% (i) 100% 100% (ii) 97% 97% (i) 100% 100% (vi) 100% 100% (i) 100% 100% (i) 100% 100% (i) 100% 100% (i) 100% 100% (i) 100% 100% (i) 100% 100% (i) 100% 100% (i) 100% 100% (i) 100% 0% (i) 100% 0% (i) 100% 0% (i) 100% 100% (ii) 100% 100% (iii) 100% –(ii) 100% 100% (iii) 90% 90% (iii) 90% 90% (iii) 75% 75% (iii) 68% 68% (iii) 90% 90% (iii) 100% 100% (iii) 100% 100% (vii) 100% 100% (ii) 64% 64% (iii) 100% 100% (ii) 100% 100% (iii) 100% 100% (iii) 49.50% 49.50% (iv) 50% 50% (v) |
Page 34
Ivanhoe Mines Ltd.
Notes to the condensed consolidated interim financial statements March 31, 2023
(Stated in U.S. dollars unless otherwise noted) (Unaudited)
30. Related party transactions (continued)
-
(i) This company acts as an intermediary holding company to other companies in the Group.
-
(ii) This company provides administration, accounting and other services to the Group on a cost-recovery basis.
-
(iii) This company is incorporated with the intention of engaging in exploration, development and mining activities.
-
(iv) This company is a joint venture of the Group. See Note 4 for information regarding the shareholding of this company.
-
(v) This company is a joint operation of the Group. See Note 29 for information on this company.
-
(vi) This company provides administration, investor relations and marketing services to the Group in China. (vii) This company is an asset holding company.
The following table summarizes related party expenses incurred and income earned by the Company, primarily on a cost-recovery basis, with companies related by way of directors or shareholders in common. Amounts in brackets denote expenses.
| Three months ended March 31, |
|
|---|---|
| 2023 2022 |
|
Kamoa Holding Limited (a) High Power Exploration Inc. (b) Kamoa Services (Pty) Ltd. (c) Kamoa Copper SA (d) Ivanhoe Mines Energy DRC SARL (e) Ivanhoe Electric Inc. (f) Ivanhoe Capital Aviation Ltd. (g) Ivanhoe Capital Services Ltd. (h) Global Mining Management Corporation (i) CITIC Metal Africa Investments Limited (j) Ivanhoe Capital Pte Ltd. (k) |
$'000 $'000 47,592 28,289 2,307 1,479 1,151 610 287 290 48 35 5 – (1,125) (1,125) (95) (148) (68) (83) (53) (53) – (3) |
| 50,049 29,291 |
|
Finance income Cost recovery and management fee Travel Salaries and benefits Directors fees Office and administration Consulting |
49,899 29,764 1,461 939 (1,122) (1,128) (102) (157) (53) (53) (17) (32) (17) (42) |
| 50,049 29,291 |
The transactions summarized above were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
As at March 31, 2023, trade and other payables included $0.2 million (December 31, 2022: $0.3 million) with regards to amounts due to parties related by way of director, officers or shareholder in common. These amounts are unsecured and non-interest bearing.
Amounts included in other receivables due from parties related by way of director, officers or shareholder in common as at March 31, 2023 amounted to $6.1 million (December 31, 2022: $6.9 million). Of this, $5.0 million related to receivables from the joint venture (December 31, 2022: $6.6 million).
The directors of the Company are considered to be related parties and remuneration paid to the directors is disclosed in the Company’s Management Proxy Circular available on the Company’s website.
Page 35
Ivanhoe Mines Ltd. Notes to the condensed consolidated interim financial statements March 31, 2023 (Stated in U.S. dollars unless otherwise noted) (Unaudited)
30. Related party transactions (continued)
-
(a) Kamoa Holding Limited (“Kamoa Holding”) is a company registered in Barbados. The Company has an effective 49.5% ownership in Kamoa Holding. The Company earns interest on the loans advanced to Kamoa Holding (see Note 4).
-
(b) High Power Exploration Inc. (“HPX”) is a private company incorporated under the laws of Delaware, USA. A director of the Company is a director and member of executive management of HPX. The Company extended a secured loan of $50 million to HPX. The loan receivable earned interest at a rate of 8% per annum until April 25, 2021. Following the signing of an amendment to the loan agreement on June 16, 2021, the interest rate was fixed at 11% per annum compounded monthly for the period after April 25, 2021 until April 25, 2022, after which the rate at which interest is earned increased to 15% per annum compounded monthly. The Company is negotiating an updated scheduled maturity date with HPX (see Note 8).
-
(c) Kamoa Services (Pty) Ltd. (“Kamoa Services”) is a company registered in South Africa. On March 31, 2021, the Company sold its 100% interest in Kamoa Services to Kamoa Holding. The Company now has an effective 49.5% ownership in Kamoa Services. The Company provides administration, accounting and other services to Kamoa Services on a cost-recovery basis.
-
(d) Kamoa Copper SA (“Kamoa Copper”) is a company incorporated in the DRC. The Company has an effective 39.6% ownership in Kamoa Copper (see Note 4). The Company provides administration, accounting and other services to Kamoa Copper on a cost-recovery basis.
-
(e) Ivanhoe Mines Energy DRC Sarl (“Energy”) is a company incorporated in the DRC. The Company has an effective 49.5% ownership in Energy (see Note 4). The Company provides administration, accounting and other services to Energy on a cost-recovery basis.
-
(f) Ivanhoe Electric Inc. (“Ivanhoe Electric”) is a company incorporated under the laws of Delaware, USA. A director of the Company is a director and member of executive management of Ivanhoe Electric. The Company provides services to Ivanhoe Electric on a cost-recovery basis.
-
(g) Ivanhoe Capital Aviation Ltd. (“Aviation”) is a private company owned indirectly by a director of the Company. Aviation operates an aircraft for which the Company contributes toward the running costs.
-
(h) Ivanhoe Capital Services Ltd. (“Services”) is a private company owned indirectly by a director of the Company. Services provides for salaries administration and other services to the Company in Singapore and Beijing on a cost-recovery basis.
-
(i) Global Mining Management Corporation (“Global”) is a private company based in Vancouver, Canada. The Company and a director of the Company hold an indirect equity interest in Global. Global provides administration, accounting and other services to the Company on a cost-recovery basis.
-
(j) Citic Metal Africa Investments Limited (“Citic Metal Africa”) is a private company incorporated in Hong Kong. Citic Metal Africa is a shareholder in the Company and nominates two directors who serve of the Company’s Board of Directors.
-
(k) Ivanhoe Capital Pte Ltd. (“Capital”) is a private company owned indirectly by a director of the Company. Capital provides administration, accounting and other services in Singapore on a cost-recovery basis.
Page 36
Ivanhoe Mines Ltd. Notes to the condensed consolidated interim financial statements March 31, 2023
(Stated in U.S. dollars unless otherwise noted) (Unaudited)
31. Cash flow information
(a) Net change in working capital items:
| (a) Net change in working capital items: |
|
|---|---|
| Three months ended March 31, |
|
| 2023 2022 |
|
| Net (increase) decrease in Prepaid expenses Other receivables Consumable stores Net increase in Trade and other payables |
$'000 $'000 (6,571) (1,164) 477 (713) 74 9 (16,278) (6,387) |
| (22,298) (8,255) |
32. Financial instruments
(a) Fair value of financial instruments
The Company’s financial assets and financial liabilities are categorized as follows:
| March 31, | December 31, | ||
|---|---|---|---|
| Financial instrument | Level | 2023 | 2022 |
| $'000 | $'000 | ||
| Financial assets | |||
| Financial assets at fair value through profit or loss | |||
| Investment in Renergen | Level 1 | 5,792 | 7,947 |
| Investment in other listed entities | Level 1 | 1,022 | 1,050 |
| Investment in unlisted entity | Level 3 | 655 | 655 |
| Amortized cost | |||
| Loan advanced to joint venture | Level 3 | 1,584,193 | 1,536,601 |
| Cash and cash equivalents (c) | 497,145 | 597,451 | |
| Loans receivable | Level 3 | 115,035 | 112,104 |
| Promissory note receivable | Level 3 | 26,766 | 26,756 |
| Other receivables (a) (c) | 9,725 | 9,983 | |
| Financial liabilities | |||
| Financial liabilities at fair value through profit or loss | |||
| Convertible notes - embedded derivative liability | Level 3 | 252,200 | 221,300 |
| Amortized cost | |||
| Convertible notes - host liability (d) | Level 3 | 476,185 | 465,323 |
| Borrowings | Level 3 | 41,391 | 40,823 |
| Trade and other payables (b) (c) | 42,766 | 57,356 | |
| Advances payable | Level 3 | 3,196 | 3,123 |
(a) Other receivables in the above table excludes refundable taxes receivable.
(b) Trade and other payables in the above table excludes payroll tax, other statutory liabilities, indirect taxes payable and other payables.
(c) Cash and cash equivalents, other receivables and trade and other payables are not assigned a fair value hierarchy due to their short-term nature.
(d) The estimated fair value is $529.1 million (December 31, 2022: $482.4 million) based on market-related period-end rates.
Page 37
Ivanhoe Mines Ltd.
Notes to the condensed consolidated interim financial statements March 31, 2023 (Stated in U.S. dollars unless otherwise noted) (Unaudited)
32. Financial instruments (continued)
- (a) Fair value of financial instruments (continued)
IFRS 13 - Fair value measurement, requires an explanation about how fair value is determined for assets and liabilities measured in the financial statements at fair value and establishes a hierarchy into which these assets and liabilities must be grouped based on whether inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions. The two types of inputs create the following fair value hierarchy:
-
Level 1: observable inputs such as quoted prices in active markets;
-
Level 2: inputs, other than the quoted market prices in active markets, which are observable, either directly and/or indirectly; and
-
Level 3: unobservable inputs for the asset or liability in which little or no market data exists and therefore require an entity to develop its own assumptions.
Investment in listed entities
The fair value is the market value of the listed shares at the end of the period.
Investment in unlisted entity
The Company acquired these shares on September 12, 2019. No significant changes occurred between acquisition date and March 31, 2023 and the Company has therefore determined that the purchase price approximates the fair value.
Loan advanced to the joint venture
Carrying amount is a reasonable approximation of fair value. The loan incurs interest at a variable rate of USD 12-month LIBOR plus 7% which approximates the current market interest rate.
Long-term loans receivable (Loan to HPX)
Carrying amount is a reasonable approximation of fair value. The interest rate is considered to be an arm’s length rate. Country risk is considered to be low and the loan is secured by the shares of HPX.
Long-term loans receivable (Social development loan)
Carrying amount is a reasonable approximation of fair value. The fair value of the receivable at acquisition date was estimated by the Company by calculating the present value of the future expected cash flows using an effective interest rate of 9.2%.
Promissory note receivable
Carrying amount is a reasonable approximation of fair value. The creditworthiness of the promissory note holder is considered to be high (see Note 32(b)(ii)). The promissory note is payable on the earlier of December 8, 2025 or the next business day following the completion of the sale, transfer or disposition of the shares held by Crystal River in Kamoa Holding.
Other receivables
Carrying amount is a reasonable approximation of fair value due to the short-term nature of the receivable (less than 1 month).
Convertible notes (host liability)
The fair value of the liability on initial recognition was estimated by the Company by calculating the present value of the future expected cash flows using an effective interest rate of 9.39%. The fair value of the liability at period-end was estimated by the Company by calculating the present value of the contractual cash flows using a market related interest rate.
Convertible notes (embedded derivative liability)
The fair value of the liability is determined at the end of each reporting period and the fair value gain or loss is recognized in the condensed consolidated interim statements of comprehensive income.
Page 38
Ivanhoe Mines Ltd. Notes to the condensed consolidated interim financial statements March 31, 2023 (Stated in U.S. dollars unless otherwise noted) (Unaudited)
32. Financial instruments (continued)
(a) Fair value of financial instruments (continued)
Borrowings (Loan from ITC Platinum Development Limited)
Carrying amount is a reasonable approximation of fair value. The fair value of the loan is determined using a discounted future cashflow analysis based on an interest rate of USD 3-month LIBOR plus 7% and the loan is carried at this value (see Note 17(i)).
Borrowings (Loan from Citi bank)
Carrying amount is a reasonable approximation of fair value. The loan is an interest-only term loan repayable on August 28, 2025, and incurs interest at a rate of 1-month Sterling Overnight Index Average (SONIA) plus 1.90% payable monthly in arrears, which approximates the current market interest rate (see Note 17(ii)).
Trade and other payables
Carrying amount is a reasonable approximation of fair value due to the short-term nature of the receivable (less than 1 month).
Advances payable
Carrying amount is a reasonable approximation of fair value. This loan bears interest at USD 12month LIBOR plus 4% which approximates the current market interest rate.
(b) Financial risk management objectives and policies
The risks associated with the Company’s financial instruments and the policies to mitigate these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner.
(i) Foreign exchange risk
The Company incurs certain of its expenses in currencies other than the U.S. dollar. The Company also has foreign currency denominated monetary assets and liabilities. As such, the Company is subject to foreign exchange risk as a result of fluctuations in exchange rates. The Company has a policy to enter into derivative instruments to manage foreign exchange exposure as deemed appropriate.
The carrying amount of the Company’s foreign currency denominated monetary assets and liabilities at the respective statement of financial position dates are as follows:
| March 31, | December 31, | |
|---|---|---|
| 2023 | 2022 | |
| $'000 | $'000 | |
| Assets | ||
| South African rand | 171,830 | 227,987 |
| Canadian dollar | 4,954 | 8,875 |
| British pounds | 3,812 | 2,909 |
| Australian dollar | 933 | 958 |
| Liabilities | ||
| South African rand | (22,648) | (29,718) |
| British pounds | (3,610) | (2,945) |
| Canadian dollar | (80) | (5,911) |
| Australian dollar | (29) | – |
Page 39
Ivanhoe Mines Ltd. Notes to the condensed consolidated interim financial statements March 31, 2023 (Stated in U.S. dollars unless otherwise noted) (Unaudited)
32. Financial instruments (continued)
(b) Financial risk management objectives and policies (continued)
Foreign currency sensitivity analysis
The following table details the Company’s sensitivity to a 5% increase or decrease in the U.S. dollar against the foreign currencies presented. The sensitivity analysis includes only outstanding foreign currency denominated monetary items not denominated in the functional currency of the Company or the relevant subsidiary, and adjusts their translation at the end of the period for a 5% change in foreign currency rates. A positive number indicates a decrease in loss for the period where the foreign currencies strengthen against the U.S. dollar. The opposite number will result if the foreign currencies depreciate against the U.S. dollar.
| Three months ended March 31, |
|
|---|---|
| 2023 2022 |
|
| Canadian dollar Australian dollar South African rand British pounds |
$'000 $'000 244 267 45 61 (303) (118) (2) – |
(ii) Credit risk
Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. Credit risk for the Company is primarily associated with the loan to the joint venture, promissory note receivable, long-term loans receivable, other receivables and cash and cash equivalents.
The Company reviews the recoverable amount of their financial assets at each statement of financial position date to ensure that adequate impairment losses are made for irrecoverable amounts. The Company has considered the requirement of IFRS 9 to recognize a loss allowance for expected credit losses on financial assets. The general approach was applied to these financial assets, where the 12-month expected credit losses are calculated. The Company did not apply lifetime expected credit losses as there has not been a significant increase in credit risk in the period.
A significant increase in credit risk would include:
-
Existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant change in the borrower’s ability to meet its debt obligations.
-
An actual or expected significant change in the operating results of the borrower.
-
Significant increases in credit risk on other financial instruments of the same borrower.
-
An actual or expected significant adverse change in the regulatory, economic, or technological environment of the borrower that results in a significant change in the borrower’s ability to meet its debt obligations.
-
Significant changes in the value of the collateral supporting the obligation or in the quality of third-party guarantees or credit enhancements, which are expected to reduce the borrower’s economic incentive to make scheduled contractual payments or to otherwise have an effect on the probability of a default occurring.
The Company assesses whether an impairment is required on loan receivables. A range of cash flow scenarios are considered, taking into account forward-looking information which may impact recoverability of loan receivables.
Page 40
Ivanhoe Mines Ltd. Notes to the condensed consolidated interim financial statements March 31, 2023 (Stated in U.S. dollars unless otherwise noted) (Unaudited)
32. Financial instruments (continued)
(b) Financial risk management objectives and policies (continued)
(ii) Credit risk (continued)
The loan advanced to the joint venture will be repaid as and when there is residual cash flow in Kamoa Holding. The expected credit loss is considered to be negligible.
The promissory note receivable will be repaid using proceeds from the sale of Crystal River’s 1% stake in Kamoa Holding. The expected credit loss is considered to be negligible.
The principal amount of the long-term loan receivable from HPX and accrued interest thereon is convertible in whole, or part, by the Company at its sole discretion into shares of treasury common stock of HPX. The Company recorded an expected credit loss allowance of $1.2 million as at March 31, 2023 in accordance with IFRS 9 (December 31, 2022 $1.2 million).
Repayment of the long-term loan receivable from Gécamines will be made by offsetting the loan against future royalties and dividends payable to Gécamines which arise from future profits to be earned at Kipushi. The Company recorded an expected credit loss allowance of $0.5 million as at March 31, 2023 in accordance with IFRS 9 (December 31, 2022 $0.5 million).
The credit risk on cash and cash equivalents is limited because the cash and cash equivalents are composed of deposits with major banks who have investment-grade credit ratings assigned by international credit ratings agencies and have low risk of default. Management closely monitors its holdings in DRC bank accounts for credit risk.
The Company continues to monitor its credit risk and assess expected credit losses. The identified impairment loss in 2023 is negligible.
(iii) Liquidity risk
In the management of liquidity risk of the Company, the Company maintains a balance between continuity of funding and the flexibility through the use of borrowings. Management closely monitors the liquidity position and expects to have adequate sources of funding to finance the Company’s projects and operations, including the commitments as disclosed in Note 34.
The following table details the Company’s expected remaining contractual maturities for its financial liabilities. The table is based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to satisfy the liabilities.
Page 41
Ivanhoe Mines Ltd. Notes to the condensed consolidated interim financial statements March 31, 2023 (Stated in U.S. dollars unless otherwise noted) (Unaudited)
32. Financial instruments (continued)
-
(b) Financial risk management objectives and policies (continued)
-
(iii) Liquidity risk (continued)
| Liquidity risk (continued) | |||||
|---|---|---|---|---|---|
| Less | More |
Total un- | |||
| than 1 | 1 to 3 | 3 to 12 | than 12 | discounted | |
| month | months months | months | cash flows | ||
| $'000 | $'000 | $'000 | $'000 | $'000 | |
| As at March 31, 2023 | |||||
| Convertible notes | 6,577 | – |
– | 575,000 | 581,577 |
| Non-current borrowings | – | – |
– | 40,793 |
40,793 |
| Trade and other payables (a) | 37,068 | 1,000 |
4,698 | – |
42,766 |
| As at December 31, 2022 | |||||
| Convertible notes | 3,033 | – |
– | 575,000 | 578,033 |
| Non-current borrowings | – | – |
– | 40,226 |
40,226 |
| Trade and other payables (a) | 51,689 | 987 |
4,680 | – |
57,356 |
-
(a) Trade and other payables in the above table excludes payroll tax, other statutory liabilities and indirect taxes payable.
-
(iv) Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Financial instruments affected by market risk include the convertible notes, loan advanced to the joint venture and borrowings.
The Company measures the embedded derivative liability portion of the convertible notes at fair value at each reporting date, recognizing changes in the fair value in the statements of comprehensive income. This requirement to “mark-to-market” the derivative features could significantly affect the results in the statement of comprehensive income. If the Company’s share price had been C$1.00 higher than it was on March 31, 2023, the fair value of the embedded derivative liability would have increased by $42.9 million, which would have resulted in the Company recording a loss on the fair valuation of the embedded derivative liability of $73.8 million instead of the loss of $30.9 million.
(v) Interest rate risk
The Company’s interest rate risk arises mainly from long-term borrowings, the long-term loan receivable and the loan advanced to the joint venture. The Company’s main exposure to interest rate risk arises from the fact that the Company earns and incurs interest on interest rates linked to LIBOR. If interest rates (including applicable LIBOR rates) had been 50 basis points higher or lower and all other variables were held constant the Company’s profit for the period ended March 31, 2023 would have increased or decreased by $4.7 million (March 31, 2022: $4.8 million) and is comprised as follows:
| Three months ended March 31, |
|
|---|---|
| 2023 2022 |
|
| Cash and cash equivalents Loan advanced to the joint venture (see Note 4) Other interest-bearing amounts |
$'000 $'000 2,486 2,810 1,914 1,700 296 285 |
| 4,696 4,795 |
Page 42
Ivanhoe Mines Ltd.
Notes to the condensed consolidated interim financial statements March 31, 2023 (Stated in U.S. dollars unless otherwise noted) (Unaudited)
33. Capital risk management
The Company includes as capital its common shares and share option reserve. The Company’s objectives are to safeguard its ability to continue as a going concern in order to pursue the development of its mineral properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.
The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debt and acquire or dispose of assets to satisfy cash requirements. In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets that are updated as necessary depending on various factors, including capital deployment, results from the exploration and development of its properties and general industry conditions. The annual and updated budgets are approved by the Board of Directors.
In order to maximize ongoing development efforts, the Company does not pay dividends. The Company’s investment policy is to invest its cash in highly liquid, short-term, interest-bearing investments, selected with regard to the expected timing of expenditures from operations.
As the Company has a number of development projects, it is largely equity funded.
34. Commitments and contingencies
From time to time, the Company becomes subject to claims, temporary measures, legal proceedings, financial sanctions or assessments made by tax or other authorities in the ordinary course of its business. Such claims may be made against the Company, or its subsidiaries and affiliates, or its joint ventures. Given the complexity, scope and multi-jurisdictional nature of the Company’s business, such claims may arise in several jurisdictions and may involve complex legal, tax or accounting matters. Management assesses the Company’s liabilities and contingencies for all tax years open to claims or assessment based upon the latest information available. The Company accrues for such claims, or makes a provision, in its financial statements, when a liability resulting from the claim is both probable and the amount can be reasonably estimated. In order to assess such likelihood management reviews claims with the benefit of internal and external legal advice where appropriate.
Some jurisdictions in which the Company operates have legislation empowering authorities to impose restrictions on the operation of the Company’s bank accounts in those jurisdictions, or that have a similar effect, notably due to banks’ practices, when receiving such instructions from authorities, pending the payment and/or resolution of such alleged claims, investigations, penalties, financial sanctions or assessments. These restrictions or instructions from authorities having a similar effect may be used routinely in such circumstances.
The Company is currently subject to several such claims, all of which have been determined by management, with the benefit of legal advice, to be without merit and justification and therefore not probable that a liability would arise therefrom. Where an estimated liability is determined as probable, management has determined that such liability would not have a material effect on the consolidated financial statements of the Company. Such determinations are based on current information and advice, which is subject to change based on changed facts or circumstances. Accordingly, management may re-assess any prior determination regarding the likelihood of a probable liability at any time.
Page 43
Ivanhoe Mines Ltd.
Notes to the condensed consolidated interim financial statements March 31, 2023 (Stated in U.S. dollars unless otherwise noted) (Unaudited)
34. Commitments and contingencies (continued)
As at March 31, 2023, the Company’s commitments that have not been disclosed elsewhere in the condensed consolidated interim financial statements are as follows:
| Less than | After | ||||
|---|---|---|---|---|---|
| 1 year | 1- 3 years | 4- 5 years | 5 years | Total | |
| $'000 | $'000 | $'000 | $'000 | $'000 | |
| As at March 31, 2023 | |||||
| Platreef project | |||||
| Shaft 2 construction | 48,711 | 23,786 | – | – | 72,497 |
| Infrastructure | 8,606 | 29,090 | – | – | 37,696 |
| Concentrator | 16,425 | 14,764 | – | – | 31,189 |
| Underground mine development | 17,427 | – | – | – | 17,427 |
| Engineering, procurement and | 11,645 | – | – | – | 11,645 |
| Electric fleet (i) | 10,720 | – | – | – | 10,720 |
| Surface facilities | 8,127 | 1,600 | – | – | 9,727 |
| Owners' costs | 8,134 | – | – | – | 8,134 |
| Ventilation shafts | 3,307 | – | – | – | 3,307 |
| Solar panels | 2,844 | – | – | – | 2,844 |
| Project services and studies | 2,828 | – | – | – | 2,828 |
| Shaft 1 construction | 1,559 | 1,052 | – | – | 2,611 |
| Kipushi project | |||||
| Concentrator Plant | 73,695 | 7,307 | – | – | 81,002 |
| Analytical Laboratories | 13,564 | – | – | – | 13,564 |
| Other | 1,809 | – | – | – | 1,809 |
| As at December 31, 2022 | |||||
| Platreef project | |||||
| Shaft 2 construction | 52,966 | 25,397 | – | – | 78,363 |
| Concentrator | 31,580 | 4,122 | – | – | 35,702 |
| Infrastructure | 24,980 | 8,666 | – | – | 33,646 |
| Underground mine development | 23,635 | - | – | – | 23,635 |
| Electric fleet (i) | 14,255 | - | – | – | 14,255 |
| Engineering, procurement and | 13,567 | - | – | – | 13,567 |
| Surface facilities | 8,219 | - | – | – | 8,219 |
| Owners' costs | 6,110 | - | – | – | 6,110 |
| Ventilation shafts | 3,997 | - | – | – | 3,997 |
| Shaft 1 construction | 2,265 | - | – | – | 2,265 |
| Project services and studies | 2,105 | - | – | – | 2,105 |
| Solar panels | 2,023 | - | – | – | 2,023 |
| Kipushi project | |||||
| Concentrator Plant | 54,552 | 7,298 | – | – | 61,850 |
| Analytical Laboratories | 15,329 | – | – | – | 15,329 |
| Other | 171 | – | – | – | 171 |
(i) The initial development is using mainly battery electric drill rigs and load haul dumpers manufactured by Epiroc, a leading mining equipment manufacturer, at its facilities in Örebro, Sweden. The partnership with Epiroc for emissions-free mining equipment is an important first step toward reducing the carbon footprint of the Platreef Project.
Page 44
Ivanhoe Mines Ltd.
Notes to the condensed consolidated interim financial statements March 31, 2023
(Stated in U.S. dollars unless otherwise noted) (Unaudited)
35. Segmented information
At March 31, 2023, the Company has four reportable segments, being the Platreef property, Kamoa Holding joint venture, Kipushi properties and the Company’s treasury offices.
An operating segment is defined as a component of the Company:
-
that engages in business activities from which it may earn revenues and incur expenses;
-
whose operating results are reviewed regularly by the entity’s chief operating decision maker; and
-
for which discrete financial information is available.
For these four reportable segments, the Company receives discrete financial information that is used by the chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance.
The reportable segments are principally engaged in the development of mineral properties in South Africa (see Note 6); exploration and development of mineral properties through a joint venture in the DRC (see Note 4); and the upgrading of mining infrastructure and refurbishment of a mine in the DRC respectively (see Note 6).
The following is an analysis of the non-current assets by geographical area and reconciled to the Company’s financial statements:
| South Africa | DRC | Other | Total | |
|---|---|---|---|---|
| $'000 | $'000 | $'000 | $'000 | |
| Non-current assets | ||||
| As at March 31, 2023 | 574,883 | 2,783,921 | 136,136 |
3,494,940 |
| As at December 31, 2022 | 544,225 | 2,624,900 | 137,497 |
3,306,622 |
| March 31, | December 31, | |||
| 2023 | 2022 | |||
| $'000 | $'000 | |||
| Segment assets | ||||
| Kamoa Holding joint venture | 2,177,292 | 2,047,040 | ||
| Platreef property | 727,865 | 753,041 | ||
| Kipushi properties | 659,758 | 627,011 | ||
| Treasury (ii) | 458,684 | 502,467 | ||
| All other segments (i) | 39,800 | 39,726 | ||
| Total | 4,063,399 | 3,969,285 | ||
| Segment liabilities | ||||
| Treasury (ii) | 736,102 | 701,406 | ||
| Platreef property | 359,229 | 374,711 | ||
| Kipushi properties | 35,086 | 32,642 | ||
| All other segments (i) | 15,682 | 19,395 | ||
| Total | 1,146,099 | 1,128,154 |
Page 45
Ivanhoe Mines Ltd.
Notes to the condensed consolidated interim financial statements March 31, 2023
(Stated in U.S. dollars unless otherwise noted) (Unaudited)
35. Segmented information (continued)
| Segmented information (continued) | |
|---|---|
| Three months ended March 31, |
|
| 2023 2022 |
|
| Segment profits (losses) Kamoa Holding Limited joint venture Treasury (ii) All other segments (i) Platreef properties Kipushi properties |
$'000 $'000 82,659 87,109 3,272 (54,993) 285 (1,575) (3,564) (388) (172) (8,613) |
| Total | 82,480 21,540 |
| Capital expenditures Platreef properties Kipushi properties All other segments (i) |
45,181 18,453 28,473 295 103 634 |
| Total | 73,757 19,382 |
| Exploration and project evaluation expenditure All other segments (i) Kipushi properties |
(3,381) (3,677) – (8,566) |
| Total | (3,381) (12,243) |
-
(i) The Company’s other divisions that do not meet the quantitative thresholds of IFRS 8 Operating Segments, are included in the segmental analysis under All other segments.
-
(ii) Treasury includes mainly cash balances, the promissory note receivable, the investments, the loan to HPX and the convertible notes.
36. Approval of the financial statements
The condensed consolidated interim financial statements of Ivanhoe Mines Ltd., for the three months ended March 31, 2023, were approved and authorized for issue by the Board of Directors on May 2, 2023.
37. Events after the reporting period
The directors are not aware of any other matters or circumstances arising since the end of the period and up to the date of these financial statements, not otherwise dealt with in this report.
Page 46