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Orla Mining Ltd. — Interim / Quarterly Report 2021
Nov 15, 2021
46100_rns_2021-11-15_5b07c37b-f733-443a-87fe-0759081b06b1.pdf
Interim / Quarterly Report
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Condensed Interim Consolidated Financial Statements
Three and nine months ended September 30, 2021 and 2020
Presented in United States dollars
Condensed Interim Consolidated Balance Sheets (Unaudited – Thousands of United States dollars)
ORLA MINING LTD.
| September 30 | December 31 | |||
|---|---|---|---|---|
| As at | 2021 | 2020 | ||
| ASSETS | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | 50,712 |
$ | 72,180 |
| Accounts receivable | 156 | 204 | ||
| Prepaid expenses | 2,331 | 716 | ||
| Restricted cash(note 7(a)) | 988 | — | ||
| 54,187 | 73,100 | |||
| Restricted cash (note 7(b)) | 2,803 | 2,783 | ||
| Value added taxes recoverable (note 6) | 22,116 | 8,587 | ||
| Equipment | 1,962 | 710 | ||
| Mineral properties under development and construction (note 4) | 207,893 | 71,272 | ||
| Mineralproperties (note 5) | 82,743 | 82,743 | ||
| TOTAL ASSETS | $ | 371,704 |
$ | 239,195 |
| LIABILITIES | ||||
| Current liabilities | ||||
| Trade and other payables (note 8) | $ | 3,737 |
$ | 3,383 |
| Accrued liabilities (note 8) | 13,761 | 4,343 | ||
| Derivative liabilities (note 21(b)) | 53 | — | ||
| Newmont loan (note 10) | 10,071 | — | ||
| 27,622 | 7,726 | |||
| Lease obligations | 239 | 142 | ||
| Camino Rojo project loan (note 9) | 112,501 | 60,696 | ||
| Newmont loan (note 10) | — | 9,440 | ||
| Fresnillo obligation (note 11) | 37,800 | — | ||
| Accrued liabilities | 133 | 92 | ||
| Site closureprovisions (note 12) | 4,624 | 518 | ||
| TOTAL LIABILITIES | 182,919 | 78,614 | ||
| SHAREHOLDERS' EQUITY | ||||
| Share capital (note 15) | 269,016 | 217,948 | ||
| Reserves | 28,920 | 29,881 | ||
| Accumulated other comprehensive income | 2,359 | 3,002 | ||
| Accumulated deficit | **(111,510) ** | (90,250) | ||
| TOTAL SHAREHOLDERS' EQUITY | 188,785 | 160,581 | ||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 371,704 |
$ | 239,195 |
Authorized for issuance by the Board of Directors on November 12, 2021.
/s/ Jason Simpson /s/ Elizabeth McGregor
Director
Director
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Page 2
ORLA MINING LTD.
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (Unaudited – Thousands of United States dollars, except per-share amounts)
| Three months ended September 30 2021 2020 $ 3,573 $ 3,590 487 162 241 425 162 11 759 563 1,649 1,161 52 23 416 705 450 1,503 3,320 1,688 94 (1,019) 4,332 2,900 $ 9,554 $ 7,651 2,590 (2,934) $ 12,144 $ 4,717 246.0 227.5 $ 0.04 $ 0.03 |
Nine months ended September 30 |
||
|---|---|---|---|
| 2021 | 2021 2020 |
||
| EXPLORATION AND EVALUATION EXPENSES(note 13) | $ 3,573 |
$ 12,245 $ 12,359 |
|
| GENERAL AND ADMINISTRATIVE EXPENSES Office and administrative Professional fees Regulatory and transfer agent Salaries and benefits OTHER EXPENSES (INCOME) Depreciation Share based payments (note 16) Interest income and finance costs (note 14) Foreign exchange Other losses (gains) |
487 241 162 759 |
1,354 541 1,294 831 579 159 2,106 1,354 |
|
| 1,649 | 5,333 2,885 |
||
| 52 416 450 3,320 94 |
120 70 1,897 2,089 1,089 2,718 1,413 947 (837) (1,019) |
||
| 4,332 | 3,682 4,805 |
||
| LOSS FOR THE PERIOD OTHER COMPREHENSIVE LOSS (INCOME) Items that may in future periods be reclassified to profit or loss: Foreign currency loss (gain) arising on translation of foreign operations |
$ 9,554 2,590 |
$ 21,260 $ 20,049 643 5,432 |
|
| TOTAL COMPREHENSIVE LOSS (INCOME) | $ 12,144 |
$ 21,903 $ 25,481 |
|
| Weighted average number of common shares outstanding (millions) Loss per share - basic and diluted |
246.0 $ 0.04 |
239.3 213.1 $ 0.09 $ 0.09 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Page 3
ORLA MINING LTD.
Condensed Interim Consolidated Statements of Cash Flows (Unaudited – Thousands of United States dollars)
| Cash flowsprovided by(used in): | Three months ended September 30 Nine months ended September 30 |
|---|---|
| 2021 2020 2021 2020 |
|
| OPERATING ACTIVITIES Loss for the period Adjustments for items not affecting cash: Depreciation Share based payments Site closure provisions charged to exploration expense Interest and finance cost (note 14) Other gains and losses Exploration expense paid via common shares Unrealized foreign exchange gain Changes in non-cash working capital: Accounts receivable and prepaid expenses Trade and other payables Accrued liabilities Interest income received |
$ (9,554)$ (7,651)$ (21,260)$ (20,049) 52 23 120 70 416 705 1,897 2,089 — — — 15 450 1,503 1,089 2,718 508 (1,019) (163) (1,019) — — 150 — 4,124 — 2,018 — (212) (668) (1,603) (733) (2,562) 455 294 485 3,778 299 9,587 2,187 91 63 216 210 |
| Cash used in operatingactivities | (2,909) (6,290) (7,655) (14,027) |
| FINANCING ACTIVITIES Proceeds from issuance of common shares Common share issuance costs Proceeds from exercise of warrants Proceeds from exercise of stock options Interest paid Advances received on the Camino Rojo project loan Transaction costs related to the Camino Rojo project loan and Fresnillo obligation Leasepayments |
34,442 — 34,442 54,959 (1,000) — (1,000) (2,095) 384 1,259 14,213 2,806 48 1,470 405 1,689 (3,940) (550) (8,021) (1,667) — — 50,000 — — (35) (289) (35) (65) (8) (171) (23) |
| Cashprovided byfinancingactivities | 29,869 2,136 89,579 55,634 |
| INVESTING ACTIVITIES Purchase of equipment Mineral properties under development and construction Restricted cash funded Value added taxespaid |
(468) (58) (1,216) (66) (22,067) (9,376) (86,635) (21,394) (60) (4) (1,053) (25) (3,215) (1,454) (13,799) (2,297) |
| Cash used in investingactivities | (25,810) (10,892) (102,703) (23,782) |
| Effects of exchange rate changes on cash | (1,483) 2,124 (689) 812 |
| Net increase (decrease) in cash Cash, beginningofperiod |
(333) (12,922) (21,468) 18,637 51,045 54,665 72,180 23,106 |
| CASH, END OF PERIOD | $ 50,712 $ 41,743 $ 50,712 $ 41,743 |
| Cash consist of: Bank current accounts and cash on hand |
$ 50,712 $ 41,743 $ 50,712 $ 41,743 |
Supplemental cash flow information (note 18)
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Page 4
ORLA MINING LTD.
Condensed Interim Consolidated Statements of Changes in Equity (Unaudited – Thousands of United States dollars)
| Common shares Number of shares (thousands) Dollars (thousands) 187,102 $ 159,230 36,600 54,959 — (2,095) 2,013 3,305 1,837 3,041 414 335 1,000 394 — — — — — — 228,966 $ 219,169 229,286 $ 217,948 9,085 34,442 33 150 — (1,000) 8,010 16,340 617 649 449 487 — — — — — — 247,480 269,016 |
Reserves Share based payments reserve Warrants reserve Total $ 8,159 $ 21,902 $ 30,061 — — — — — — — (499) (499) (1,352) — (1,352) (335) — (335) (394) — (394) 2,089 — 2,089 — — — — — — $ 8,167 $ 21,403 $ 29,570 $ 8,486 $ 21,395 $ 29,881 — — — — — — — — — — (2,127) (2,127) (244) — (244) (487) — (487) 1,897 — 1,897 — — — — — — 9,652 19,268 28,920 |
Accumulated Other Comprehensive Income $ (1,027) — — — — — — — — (5,432) $ (6,459) $ 3,002 — — — — — — — — (643) 2,359 |
Retained earnings (deficit) $ (63,103) — — — — — — — (20,049) — $ (83,152) $ (90,250) — — — — — — — (21,260) — (111,510) |
Total | |
|---|---|---|---|---|---|
| Balance at January 1, 2020 Shares issued pursuant to a financing Share issuance costs Warrants exercised Options exercised RSUs settled Bonus shares issued Share based payments Loss for the period Other comprehensive loss |
$ 125,161 54,959 (2,095) 2,806 1,689 — — 2,089 (20,049) (5,432) |
||||
| Balance at September 30, 2020 | $ 159,128 | ||||
| Balance at January 1, 2021 Shares issued pursuant to a financing Shares issued for property payments (note 5(b)) Share issuance costs Warrants exercised (note 15(b)) Options exercised (note 16(a)) RSUs settled (note 16(b)) Share based payments (note 16) Loss for the period Other comprehensive income |
$ 160,581 34,442 150 (1,000) 14,213 405 — 1,897 (21,260) (643) |
||||
| Balance at September 30, 2021 | 188,785 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Page 5
Notes to the Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2021 and 2020 (Unaudited – United States dollars, unless otherwise stated). All currency figures in tables are in thousands, except per-share amounts)
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ORLA MINING LTD.
1. CORPORATE INFORMATION AND NATURE OF OPERATIONS
Orla Mining Ltd. was incorporated in Alberta in 2007 and was continued into British Columbia in 2010 and subsequently into Ontario under the Business Corporations Act (Ontario) in 2014. The “Company”, “Orla”, “we”, and “our” refer to Orla Mining Ltd. and its subsidiaries. The registered office of the Company is located at Suite 202, 595 Howe Street, Vancouver, Canada.
The Company is engaged in the acquisition, exploration, development, and exploitation of mineral properties, and holds the Camino Rojo gold and silver project in Zacatecas State, Mexico, and the Cerro Quema gold project in Panama.
These condensed interim consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. A different basis of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. The Company’s ability to continue as a going concern for the next twelve months involves significant judgment. As at September 30, 2021, the Company had not advanced any of its properties to commercial production and may require further financings.
Historically the Company's primary source of funding has been the issuance of equity securities for cash through prospectus offerings and private placements to sophisticated investors and institutions. We have successfully raised equity and debt financing in many of the past few years, in the form of equity financings, the exercise of warrants and options, and debt. While we believe that this success will continue, our access to exploration and construction financing is always uncertain and there can be no assurance of continued access to sources of significant equity or debt funding until we can generate cash from operations. During the reporting period ended September 30, 2021, we completed a $35 million equity financing. We expect to fund operating costs of the Company over the next twelve months with cash on hand and proceeds from the sale of metal. After considering our plans to mitigate the going concern risk, we have concluded that there are no material uncertainties related to events or conditions that may cast significant doubt upon the Company’s ability to continue as a going concern for a period of twelve months from the balance sheet date.
Since the beginning of 2020, there has been a global outbreak of the novel coronavirus (“COVID-19”), which has had an impact on businesses through the restrictions put in place by the governments in the various jurisdictions where the Company conducts its activities. In common with all businesses in the jurisdictions in which we operate, our activities are restricted by government orders related to, among others, travel, business operations, and stay-at-home orders. As at September 30, 2021, and as of the date of these financial statements, mining and construction are permitted economic activities in the respective jurisdictions and our project sites are operating in compliance with the country specific and Company requirements. We are monitoring the potential impacts from the pandemic on areas including equipment delivery and logistics, materials for construction and operation, other necessities, as well as construction costs and schedule, and community and government relations. Delays to construction, permit amendments and exploration programs may occur due to the COVID-19 pandemic, notwithstanding the Company having taken steps to minimize potential impacts to the projects including additional costs related to COVID-19 safety measures.
2. BASIS OF PREPARATION
These condensed interim consolidated financial statements have been prepared in accordance with IAS 34 «Interim Financial Reporting» and do not include all the information required for full annual financial statements.
The preparation of these condensed interim consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
These condensed interim consolidated financial statements are presented in United States dollars and include the accounts of the Company and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated upon consolidation.
On November 12, 2021, the Board of Directors approved these condensed interim consolidated financial statements for issuance.
Page 6
Notes to the Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2021 and 2020 (Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
ORLA MINING LTD.
3. SIGNIFICANT ACCOUNTING POLICIES
These condensed interim consolidated financial statements should be read in conjunction with the Company’s annual audited consolidated financial statements as at and for the years ended December 31, 2020, and 2019.
We applied the same accounting policies in these condensed interim consolidated financial statements as those applied in the Company’s annual audited consolidated financial statements as at and for the year ended December 31, 2020, except as noted here. In preparing these condensed interim consolidated financial statements, the significant judgements we made in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the annual consolidated financial statements as at and for the year ended December 31, 2020.
(a) Amendment to IAS 16 Property, Plant and Equipment (“PP&E”) — Proceeds before Intended Use
In the process of constructing or making property, plant and equipment available for its intended use, we may produce and sell products generated by this PP&E. Under this amendment, proceeds from selling products before the related PP&E is available for use should be recognized in profit or loss, together with the costs of producing those products. We measure the cost of those products in accordance with IAS 2 “Inventories”. The amendment is effective for annual periods beginning on or after January 1, 2022, with early application permitted. The amendment has no impact on the condensed interim consolidated financial statements. We expect to early adopt this amendment.
4. MINERAL PROPERTIES UNDER DEVELOPMENT AND CONSTRUCTION
(a) Camino Rojo Project
The Camino Rojo Project lies 190 km NE of the city of Zacatecas, 48 km S-SW of the town of Concepcion del Oro, and 54 km S- SE of Newmont Corporation’s (“Newmont”) Peñasquito Mine. In November 2017, we acquired the Camino Rojo Project, a gold and silver oxide heap leach project located in Zacatecas State, Mexico, from Goldcorp Inc. (now called Newmont Corporation). A 2% net smelter return royalty (the “Royalty”) on the sale of all metal production from the oxide material at Camino Rojo was granted to Newmont as part of the acquisition. The Royalty was subsequently acquired by Maverix Metals Inc. on October 29, 2020.
The Company and Newmont also entered into an option agreement regarding the potential development of sulphide operations at Camino Rojo. Pursuant to the option agreement, Newmont will, subject to the applicable sulphide project meeting certain thresholds, have an option to acquire a 60% or 70% interest in the applicable sulphide project (“Sulphide Option”). The Royalty excludes revenue on the sale of metals produced from a sulphide project. However, should Newmont decide not to elect to acquire an interest in an applicable sulphide project, Newmont would be entitled to a 2% net smelter return royalty on metals produced from the sulphide material.
The Company has received all permits and satisfied all conditions for the construction of a mine at Camino Rojo. Effective November 30, 2020, we reclassified this project to mineral properties under development and construction.
In February 2021, the Company completed a Layback Agreement with Fresnillo plc (“Fresnillo”) and certain of its subsidiaries, pursuant to which (a) the Company agreed to pay Fresnillo total cash consideration of US$62.8 million in staged payments until December 2023 (note 11) and (b) allows Orla to expand the Camino Rojo Project oxide pit onto part of Fresnillo’s mineral concession located immediately north of Orla’s property.
The following table summarizes the initial cost capitalized at closing:
| Consideration comprised: | ||
|---|---|---|
| Cash paid | $ | 25,000 |
| Fair value of future cash consideration(note 11) | 37,800 | |
| $ | 62,800 |
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ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2021 and 2020 (Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
(b) Development and Construction
Orla commenced construction activities at the Camino Rojo Project in December 2020.
| At historical cost Mineral properties Deposits to vendors on construction assets Construction inprogress Other costs capitalized Accumulated foreign exchange on translation Carrying value At December 31, 2020 $ 39,272 $ 28,079 $ 4,845 $ 836 $ (1,760) $ 71,272 Additions 62,800 10,754 51,242 — — 124,796 Transfers — (37,089) 37,089 — — — Borrowing costs capitalized (note 4(c)) — — — 9,810 — 9,810 Change in site closure provision (note 12) — — — 3,937 — 3,937 Due to changes in exchange rates — — — — (1,922) (1,922) |
At historical cost Mineral properties Deposits to vendors on construction assets Construction inprogress Other costs capitalized Accumulated foreign exchange on translation Carrying value At December 31, 2020 $ 39,272 $ 28,079 $ 4,845 $ 836 $ (1,760) $ 71,272 Additions 62,800 10,754 51,242 — — 124,796 Transfers — (37,089) 37,089 — — — Borrowing costs capitalized (note 4(c)) — — — 9,810 — 9,810 Change in site closure provision (note 12) — — — 3,937 — 3,937 Due to changes in exchange rates — — — — (1,922) (1,922) |
|---|---|
| $ 39,272 $ 28,079 $ 4,845 $ 836 $ (1,760) $ 71,272 62,800 10,754 51,242 — — 124,796 — (37,089) 37,089 — — — — — — 9,810 — 9,810 — — — 3,937 — 3,937 — — — — (1,922) (1,922) |
|
| At September 30, 2021 | $ 102,072 $ 1,744 $ 93,176 $ 14,583 $ (3,682)$ 207,893 |
(c) Borrowing costs capitalized
| Three months ended September 30 Nine months ended September 30 2021 2020 2021 2020 |
|
|---|---|
| Borrowing costs – Camino Rojo project loan (note 9) Borrowing costs – Fresnillo obligation (note 11) Interest earned on borrowed funds |
$ 3,552 $ — $ 8,755 $ — 470 — 1,166 — (26) — (111) — |
| $ 3,996 $ — $ 9,810 $ — |
5. MINERAL PROPERTIES
The Company’s mineral properties consist of the Cerro Quema Project and the Monitor Gold Project. The Camino Rojo Project is classified under Mineral Properties Under Development and Construction (see note 4).
(a)
Cerro Quema Project
The Cerro Quema Project is located on the Azuero Peninsula in Los Santos Province, Panama. The project is at the exploration and development stage for a proposed open pit mine with process by heap leaching. We own the mineral rights as well as the surface rights over the current mineral resource areas, proposed mine development areas, and priority drill target areas.
The original 20-year terms for the exploitation concessions expired in February and March of 2017. The Company has applied for the prescribed ten-year extension to these concessions as it is entitled to under Panamanian mineral law. In March 2017, the Ministry of Commerce and Industry provided written confirmation to the Company that the extension applications had been received and that exploration work could continue while the Company awaits renewal of the concessions. As of the date of these financial statements, final concession renewals have not been received and are still under review. However, we continue to receive ongoing drilling, water use, environmental and other permits, and have paid concession taxes, and issued the annual reports in the normal course.
Page 8
Notes to the Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2021 and 2020 (Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
ORLA MINING LTD.
During the reporting period ended September 30, 2021, the Company published the results of a Pre-Feasibility Study on the Cerro Quema Project entitled “Project Pre-Feasibility NI 43-101 Technical Report on the Cerro Quema Gold Oxide Project, Province of Los Santos, Panama” dated July 27, 2021.
(b) Monitor Gold Project
The Monitor Gold Project consists of three separate option agreements consisting of 422 claims covering 3,416 hectares in Nye County, Nevada, USA.
In 2021, the payments required under the option agreements consist of $150,000 in share issuance (issued), $60,000 in advance royalty payments (paid), and $125,000 in work commitment (completed). To maintain the option agreements in good standing, minimum payments and work commitments are required each year until 2038.
- (c) Mineral property interest assets
| Cerro | Monitor | |||||
|---|---|---|---|---|---|---|
| Quema | Gold | Total | ||||
| Acquisition costs | ||||||
| At December 31, 2020 | $ | 82,429 |
$ | 314 |
$ | 82,743 |
| Additions duringtheyear to date | — | — | — | |||
| At September 30, 2021 | $ | 82,429 |
$ | 314 |
$ | 82,743 |
Exploration and evaluation costs at the Cerro Quema Project and the Monitor Gold Project are expensed as incurred.
6. VALUE ADDED TAXES (“VAT”) RECOVERABLE
Our Mexican entities pay value added taxes (called “IVA” in Mexico) on certain goods and services we purchase. Value added taxes paid in Mexico are expected to be fully recoverable. However, IVA recovery returns in Mexico are subject to complex filing requirements and detailed audit or review by the fiscal authorities. Consequently, the amount and timing of refunds is uncertain. Accordingly, we have classified Mexican value added taxes recoverable as long term. Once the Company starts to receive these refunds, we will reassess the remaining claims to determine if any or all should be reclassified to current.
Subsequent to the reporting period, the Mexican tax authorities began issuing payments on these IVA claims to the Company. A total of 12.3 million pesos ($602,000) in IVA refunds had been received to the date of these condensed interim consolidated financial statements.
7. RESTRICTED CASH
- (a)
Current
| September 30, | December 31, | ||||
|---|---|---|---|---|---|
| 2021 | 2020 | ||||
| Margin balance on depositpursuant to currencycontracts (note | 21(b)) | $ | 988 |
$ | — |
Page 9
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2021 and 2020
(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
(b) Non-current
| September 30, | December 31, | |||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Environmental bonds | $ | 2,398 |
$ | 2,392 |
| Severance funds | 294 | 323 | ||
| Other | 111 | 68 | ||
| $ | 2,803 |
$ | 2,783 |
8. TRADE AND OTHER PAYABLES AND ACCRUED LIABILITIES
(a)
Trade and other payables
| September 30, | December 31, | |||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Trade payables | $ | 3,103 |
$ | 2,583 |
| Payroll related liabilities | 330 | 658 | ||
| Lease obligations – current | 251 | 131 | ||
| Other | 53 | 11 | ||
| $ | 3,737 |
$ | 3,383 |
(b) Accrued liabilities
| September 30, | December 31, | |||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Construction related | $ | 10,497 | $ | 1,082 |
| Land and water fees | 1,820 | 1,852 | ||
| Payroll related | 912 | 725 | ||
| Other | 532 | 684 | ||
| $ | 13,761 | $ | 4,343 |
9. CAMINO ROJO PROJECT LOAN
In December 2019, the Company entered into a loan agreement with Trinity Capital Partners Corporation (“Trinity Capital”) and certain other lenders with respect to a credit debt facility of $125 million for the development of the Camino Rojo Oxide Gold Project (the “Credit Facility”).
The Credit Facility provided a total of $125 million to the Company, available in three tranches, to be used for the development of the Camino Rojo Project, funding a portion of the Layback Agreement (note 4(a)), and normal course corporate purposes. The Company drew down the first tranche of $25 million in December 2019, the second tranche of $50 million in October 2020, and the third tranche of $50 million in April 2021. No further advances are available under this Credit Facility.
The Credit Facility is denominated in United States dollars, and bears interest at 8.80% per annum, payable quarterly, and is secured by all the assets of the Camino Rojo Project and the fixed assets of the Cerro Quema Project. The principal amount is
Page 10
Notes to the Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2021 and 2020 (Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
ORLA MINING LTD.
due upon maturity at December 18, 2024, with no scheduled principal repayments prior to maturity. The Company may prepay the loan, in full or in part, at any time during the term without penalty, by using cash flow from operations. The Credit Facility does not impose on the Company any mandatory requirements of hedging, production payments, offtake, streams, or royalties.
Upon draw down of the first tranche, in December 2019, the Company issued 32.5 million common share purchase warrants (with an exercise price of C$3.00 per warrant and expiry date of December 18, 2026) to the lenders in connection with the closing of the Credit Facility.
On December 1, 2020, we commenced capitalizing the interest on this loan to mineral properties under development and construction. During the nine months ended September 30, 2021, we capitalized $8.8 million (year ended December 31, 2020 – $0.7 million) (note 4).
| Transaction | ||||||
|---|---|---|---|---|---|---|
| Loan | advances | costs | Net | |||
| At December 31, 2020 | $ | 75,000 | $ | (14,304) |
$ | 60,696 |
| Advances during the period | 50,000 | — | 50,000 | |||
| Cash transaction costs | — | (165) | (165) | |||
| Accretion during the period, capitalized (note 4(c)) | 6,765 | 1,990 | 8,755 | |||
| Cash interest paid | (6,765) | — | (6,765) | |||
| Foreign exchange | — | (20) | (20) | |||
| At September 30, 2021 | $ | 125,000 | $ | (12,499) |
$ | 112,501 |
10. NEWMONT LOAN
As part of the Company’s acquisition of the Camino Rojo Project from Newmont, Newmont agreed to provide interest-free loans to the Company for all the annual landholding costs on the Camino Rojo Project from November 2017 until December 2019. The loans are to be repaid upon declaration of commencement of commercial production of a heap leach operation at the Camino Rojo Project.
To the date of these financial statements, 219,446,000 Mexican pesos had been advanced by Newmont under this agreement. No further advances in respect of this loan are expected.
Because the loan is non-interest bearing, for accounting purposes at the date of each advance, we discount the expected payments using a risk-adjusted discount rate and an estimated repayment date.
| Mexican pesos (thousands) US dollars (thousands) US dollars (thousands) |
|
|---|---|
| Undiscounted Undiscounted Discounted |
|
| At December 31, 2020 Accretion during the period (note 14) Modification gains arising from changes in estimates Foreign exchange(gain) |
219,466 $ 11,002 $ 9,440 — — 1,018 — — (217) — (193) (170) |
| At September 30,2021 | 219,466 $ 10,809 $ 10,071 |
Page 11
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2021 and 2020 (Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
11. FRESNILLO OBLIGATION
Pursuant to the terms of the Layback Agreement (note 4(a)), we agreed to pay Fresnillo total cash consideration of US$62.8 million through a staged payment schedule:
-
i. US$25 million upon closing of the transaction (paid February 22, 2021);
-
ii. US$15 million upon the earlier of December 1, 2022, and 12 months following the commencement of commercial production at the Camino Rojo Project; and
-
iii. US$22.8 million upon the earlier of December 1, 2023, and 24 months following the commencement of commercial production at the Camino Rojo Project.
The amounts payable after February 22, 2021 bear interest at 5% per annum, payable quarterly. We capitalize the interest on this loan to “Mineral Properties under Development and Construction”. During the nine months ended September 30, 2021, we capitalized $1.2 million (year ended December 31, 2020 – nil) (note 4).
| Total | ||
|---|---|---|
| At January 1, 2021 | $ | — |
| Initial recognition | 37,800 | |
| Accretion during the period, capitalized (note 4(c)) | 1,166 | |
| Cash interestpaid | (1,166) | |
| At September 30, 2021 | $ | 37,800 |
12. SITE CLOSURE PROVISIONS
| SITE CLOSURE PROVISIONS | ||||||
|---|---|---|---|---|---|---|
| Camino Rojo | Cerro | Quema | ||||
| Project | Project | Total | ||||
| At December 31, 2020 | $ | 175 | $ | 343 | $ | 518 |
| Increase in estimated cash flows resulting from current activities | 3,937 | — | 3,937 | |||
| Accretion during the period | 147 | — | 147 | |||
| Foreign exchange | 22 | — | 22 | |||
| At September 30, 2021 | $ | 4,281 | $ | 343 | $ | 4,624 |
Page 12
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2021 and 2020
(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
13. EXPLORATION AND EVALUATION EXPENSES
| Three months ended September 30, 2021 | Camino | Cerro | Monitor | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Rojo | Quema | Gold | Other | Total | ||||||
| Assays and analysis | $ | 44 | $ | 14 |
$ | — | $ | — |
$ | 58 |
| Drilling | 202 | — | — | — | 202 | |||||
| Geological | 331 | 74 | 4 | — | 409 | |||||
| Engineering | 226 | 84 | — | — | 310 | |||||
| Environmental | 18 | 4 | — | — | 22 | |||||
| Community and government | 6 | 25 | — | — | 31 | |||||
| Land, water use, and claims | 1,686 | — | 81 | — | 1,767 | |||||
| Project management | — | — | — | — | — | |||||
| Project review | — | — | — | 13 | 13 | |||||
| Site activities | 49 | 41 | — | — | 90 | |||||
| Site administration | 415 | 242 | — | 14 | 671 | |||||
| $ | 2,977 | $ | 484 |
$ | 85 | $ | 27 |
$ | 3,573 |
| Nine months ended September 30, 2021 | Camino | Cerro | Monitor | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Rojo | Quema | Gold | Other | Total | ||||||
| Assays and analysis | $ | 376 | $ | 92 |
$ | 1 | $ | — |
$ | 469 |
| Drilling | 1,442 | 175 | — | — | 1,617 | |||||
| Geological | 1,037 | 746 | 5 | — | 1,788 | |||||
| Engineering | 238 | 1,169 | — | — | 1,407 | |||||
| Environmental | 26 | 195 | — | — | 221 | |||||
| Community and government | 10 | 242 | — | — | 252 | |||||
| Land, water use, and claims | 3,536 | — | 291 | — | 3,827 | |||||
| Project management | — | 7 | — | — | 7 | |||||
| Project review | — | — | — | 30 | 30 | |||||
| Site activities | 183 | 658 | — | — | 841 | |||||
| Site administration | 754 | 992 | 26 | 14 | 1,786 | |||||
| $ | 7,602 | $ | 4,276 |
$ | 323 | $ | 44 |
$ | 12,245 |
Page 13
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2021 and 2020 (Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| Three months ended September 30, 2020 | Camino | Cerro | Monitor | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Rojo | Quema | Gold | Other | Total | ||||||
| Assays and analysis | $ | 59 | $ | — |
$ | — | $ | — |
$ | 59 |
| Drilling | 181 | 77 | — | — | 258 | |||||
| Geological | 212 | 163 | 4 | — | 379 | |||||
| Engineering | 159 | 63 | — | — | 222 | |||||
| Environmental | 52 | 71 | — | — | 123 | |||||
| Community and government | 734 | 93 | — | — | 827 | |||||
| Land, water use, and claims | 614 | — | 81 | — | 695 | |||||
| Site activities | 237 | 120 | — | — | 357 | |||||
| Site administration | 208 | 461 | 1 | — | 670 | |||||
| $ | 2,456 | $ | 1,048 |
$ | 86 | $ | — |
$ | 3,590 |
| Nine months ended September 30, 2020 | Camino | Cerro | Monitor | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Rojo | Quema | Gold | Other | Total | ||||||
| Assays and analysis | $ | 87 | $ | — |
$ | 1 | $ | — |
$ | 88 |
| Drilling | 181 | 77 | — | — | 258 | |||||
| Geological | 564 | 231 | 4 | — | 799 | |||||
| Engineering | 633 | 119 | — | — | 752 | |||||
| Environmental | 106 | 108 | — | — | 214 | |||||
| Community and government | 3,075 | 273 | — | — | 3,348 | |||||
| Land, water use, and claims | 3,734 | — | 121 | — | 3,855 | |||||
| Project review | — | — | — | 6 | 6 | |||||
| Site activities | 769 | 414 | — | — | 1,183 | |||||
| Site administration | 1,016 | 824 | 1 | — | 1,841 | |||||
| Recognition of reclamation obligation | 15 | — | — | — | 15 | |||||
| $ | 10,180 | $ | 2,046 |
$ | 127 | $ | 6 |
$ | 12,359 |
14. INTEREST INCOME AND FINANCE COSTS
| INTEREST INCOME AND FINANCE COSTS | INTEREST INCOME AND FINANCE COSTS |
|---|---|
| Three months ended September 30 Nine months ended September 30 2021 2020 2021 2020 |
|
| Accretion on Camino Rojo project loan (note 9) Accretion on Newmont loan (note 10) Accretion on site closure provisions Interest expense on leases Interest income |
$ — $ 646 $ — $ 1,950 357 917 1,025 974 147 — 147 — 7 1 22 4 (61) (61) (105) (210) |
| $ 450 $ 1,503 $ 1,089 $ 2,718 |
Page 14
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2021 and 2020 (Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
15. SHARE CAPITAL
(a) Issued share capital
On July 14, 2021, the Company issued 9,085,263 common shares at a price of C$4.75 per common share for gross proceeds of C$43.2 million ($34.4 million). The Company incurred transaction costs of C$1.3 million ($1.0 million)
On February 5, 2021, the Company issued 33,000 common shares at a total fair value of $150,000 in respect of the annual share consideration in connection with the Company’s option agreement to acquire the Monitor Gold Project.
Refer to the Condensed Interim Consolidated Statements of Changes in Equity for details of other share issuances during the nine month periods ended September 30, 2021 and 2020.
(b)
Warrants
The following summarizes information about the number of warrants outstanding during the period.
| Exercise | December 31 | December 31 | September 30 | September 30 | |||||
|---|---|---|---|---|---|---|---|---|---|
| Expirydate | price | 2020 | Exercised | Expired | 2021 | ||||
| February 15, 2021 | C$ 2.35 | 7,782,994 | (7,439,744) | (343,250) | — | ||||
| July 8, 2021 | C$ 0.62 | 370,000 | (370,000) | — | — | ||||
| June 12, 2022 | C$ 1.65 | 4,992,500 | (200,000) | — | 4,792,500 | ||||
| November 7, 2022 | C$ 1.40 | 3,000,000 | — | — | 3,000,000 | ||||
| December 18, 2026 | C$ 3.00 | 32,500,000 | — | — | 32,500,000 | ||||
| Total number of warrants | 48,645,494 | (8,009,744) | (343,250) | 40,292,500 | |||||
| Weighted average exerciseprice | C$ | 2.64 |
C$ | 2.25 |
C$ | 2.35 | C$ | 2.72 |
Subsequent to the reporting period, the Company issued 50,000 common shares for proceeds of C$82,500 ($66,000) pursuant to the exercise of warrants.
16. SHARE-BASED PAYMENTS EXPENSE
The Company has four different forms of share-based payments for eligible recipients – stock options, restricted share units (“RSUs”), deferred share units (“DSUs”), and bonus shares.
| Share based payments expense | Three months ended September 30 2021 2020 $ 221 $ 554 195 151 — — — — $ 416 $ 705 |
Nine months ended September 30 |
|---|---|---|
2021 2020 |
||
| Stock options Restricted share units Deferred share units Bonus shares |
$ 1,111 $ 1,330 545 410 241 218 — 131 |
|
| Share basedpayments expense | $ 1,897 $ 2,089 |
Page 15
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2021 and 2020
(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
- (a) Stock options
| Stock options outstanding | Weighted | Weighted | |
|---|---|---|---|
| average | |||
| Number | exerciseprice | ||
| As at December 31, 2020 | 9,959,927 | C$ | 1.60 |
| Granted | 628,347 | 4.80 | |
| Exercised | (617,400) | 0.83 | |
| Forfeited | (50,000) | 1.39 | |
| As at September 30, 2021 | 9,920,874 | C$ | 1.85 |
| Vested, December 31, 2020 | 7,774,007 | C$ | 1.39 |
| Vested, September 30, 2021 | 8,757,491 | C$ | 1.62 |
The options granted during the nine months ended September 30, 2021, had an aggregate grant date fair value of $972,000 (C$1,205,000) which was determined using a Black Scholes option pricing model with the following weighted average assumptions:
- expected volatility 45%, expected life 5 years, Canadian dollar risk free interest rate 0.95%, dividends nil.
The options granted during the nine months ended September 30, 2020, had an aggregate grant date fair value of $2,015,000 (C$2,729,000) which was determined using a Black Scholes option pricing model with the following weighted average assumptions:
- expected volatility 48%, expected life 5 years, Canadian dollar risk free interest rate 0.5%, dividends nil.
Subsequent to the reporting period, the Company granted 50,000 stock options with an exercise price of C$4.04, and a term of five years. One third of the grant vests immediately, one third after one year, and the final third after two years.
Subsequent to the reporting period, the Company issued 70,000 common shares for proceeds of C$87,500 ($71,000) pursuant to the exercise of stock options.
(b)
Restricted Share Units
| Number of RSUs outstanding: Total Outstanding, December 31, 2020 921,356 Awarded during the period 235,091 Vested and settled duringtheperiod (448,607) Outstanding, September 30, 2021 707,840 |
Number vestingin theyear |
|---|---|
| 2021 2022 2023 2024 Beyond 2024 |
|
448,607 365,935 106,814 — — — 78,366 78,365 78,360 — (448,607) — — — — |
|
— 444,301 185,179 78,360 — |
Restricted Share Units (“RSUs”) are valued based on the closing price of the Company’s common shares on the trading day immediately prior to award.
Page 16
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2021 and 2020
(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
(c) Deferred Share Units
| DSUs outstanding and vested: | |
|---|---|
| Number | |
| Outstanding, December 31, 2020 | 644,525 |
| Awarded duringtheyear to date | 62,503 |
| Outstanding, September 30, 2021 | 707,028 |
| DSUs vested at September 30, 2021 | 707,028 |
DSUs are valued based on the closing price of the Company’s common shares on the trading day immediately prior to award. Although DSUs vest upon award, they may only be settled when the DSU holder ceases to be a director of the Company.
17. RELATED PARTY TRANSACTIONS
The Company’s related parties include:
Related party Nature of the relationship Key management personnel Key management personnel are the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the Senior Vice President Exploration, and members of the Board of Directors of the Company.
- (a) Key Management Personnel
Compensation to key management personnel was as follows:
| Three months ended September 30 2021 2020 $ 239 $ 197 43 43 291 271 $ 573 $ 511 |
Three months ended September 30 2021 2020 $ 239 $ 197 43 43 291 271 $ 573 $ 511 |
|
|---|---|---|
2021 2020 |
||
| Salaries Directors’ fees Share basedpayments |
$ 1,293 $ 929 135 127 1,429 1,390 |
|
| Total | $ 2,857 $ 2,446 |
(b) Transactions
The Company had no other significant transactions with related parties, other than with key management personnel as described above, during the three and nine months ended September 30, 2021, or during the year ended December 31, 2020.
(c) Outstanding balances at the Reporting Date
At September 30, 2021, estimated accrued short term incentive compensation to key management personnel totaled $584,000 and was included in accrued liabilities (December 31, 2020 – $773,000).
Page 17
Notes to the Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2021 and 2020 (Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
ORLA MINING LTD.
18. SUPPLEMENTAL CASH FLOW INFORMATION
The non-cash investing and financing activities of the Company include the following:
| Three months ended September 30 2021 2020 $ 39 $ 1,174 119 228 42 46 — 36 — — 39 — |
Nine months ended September 30 |
|
|---|---|---|
| 2021 2020 |
||
| Financing activities Stock options exercised, credited to share capital with an offset to reserves Warrants exercised, credited to share capital with an offset to reserves Common shares issued on maturity of RSUs, credited to share capital with an offset to reserves Common shares issued on vesting of bonus shares, credited to share capital with an offset to reserves Fresnillo obligation, credited, with an offset to mineral properties Investing activities Initial recognition of right of use assets with an offset to lease obligation |
$ 244 $ 1,352 2,127 499 487 335 — 394 37,800 — 391 — |
Page 18
Notes to the Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2021 and 2020 (Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
ORLA MINING LTD.
19. SEGMENT INFORMATION
(a) Reportable segments
The operating and reportable segments of the Company are based on the reports which are reviewed by the chief operating decision maker (“CODM”) in making strategic resource allocation decisions. These operating segments are the Mexican project, the Panamanian project, and the corporate office. The projects are each managed by a dedicated General Manager and management team. Additionally, the corporate office oversees the plans and activities of early stage exploration projects, such as the Monitor Gold Project.
None of these segments yet generate revenue from external customers. The Camino Rojo Project in Mexico is currently in construction and is expected to generate revenue in the coming months, while the Cerro Quema Project in Panama is focused on the exploration and evaluation of its mineral properties.
(b)
Geographic segments
We conduct our activities in four geographic areas: Mexico, Panama, the United States, and Canada.
| (i) | Loss by geographic area | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Mexico | Panama | USA | Canada | Total | |||||||
| Nine months ended September 30, 2021 | |||||||||||
| Exploration and evaluation expenses (note 13) | $ | 7,602 | $ | 4,276 | $ | 323 | $ | 44 | $ | 12,245 | |
| General and administrative expenses | — | — | — | 5,333 | 5,333 | ||||||
| Depreciation | — | 32 | — | 88 | 120 | ||||||
| Share based payments | 69 | 39 | — | 1,789 | 1,897 | ||||||
| Interest and finance costs | 1,166 | — | — | (77) | 1,089 | ||||||
| Foreign exchange loss (gain) | 1,816 | — | — | (403) | 1,413 | ||||||
| Other (gains) | (222) | — | — | (615) | (837) | ||||||
| Loss for theperiod | $ | 10,431 | $ | 4,347 | $ | 323 | $ | 6,159 | $ | 21,260 |
| Mexico | Panama | USA | Canada | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Nine months ended September 30, 2020 | ||||||||||
| Exploration and evaluation expenses (note 13) | $ | 10,180 | $ | 2,046 | $ | 127 | $ | 6 | $ | 12,359 |
| General and administrative expenses | — | — | — | 2,885 | 2,885 | |||||
| Depreciation | 23 | 17 | — | 30 | 70 | |||||
| Share based payments | — | — | — | 2,089 | 2,089 | |||||
| Interest and finance costs | 974 | — | — | 1,744 | 2,718 | |||||
| Foreign exchange loss (gain) | 481 | — | — | 466 | 947 | |||||
| Other (gains) | (1,019) | — | — | — | (1,019) | |||||
| Loss for theperiod | 10,639 | 2,063 | 127 | 7,220 | 20,049 |
Page 19
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2021 and 2020
(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| (ii) Assets and liabilities by geographic area |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Mexico | Panama | USA | Canada | Total | ||||||
| At September 30, 2021 | ||||||||||
| Equipment | $ | 1,797 | $ | 41 | $ | — | $ | 124 |
$ | 1,962 |
| Mineral properties under development and construction | 207,893 | — | — | — | 207,893 | |||||
| Mineral property interests | — | 82,429 | 314 | — | 82,743 | |||||
| Total assets | 239,207 | 83,172 | 314 | 49,011 | 371,704 | |||||
| Total liabilities | (68,246) | (512) | (25) | (114,136) | (182,919) |
| Mexico | Panama | USA | Canada | Total | ||
|---|---|---|---|---|---|---|
| At December 31, 2020 | ||||||
| Equipment | $ | 463 $ | 73 $ | — $ | 174 $ | 710 |
| Mineral properties under development and construction | 71,272 | — | — | — | 71,272 | |
| Mineral property interests | — | 82,429 | 314 | — | 82,743 | |
| Total assets | 82,781 | 83,260 | 314 | 72,840 | 239,195 | |
| Total liabilities | (15,530) | (634) | — | (62,450) | (78,614) |
20. CAPITAL MANAGEMENT
(a) Objectives
Our objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration, evaluation, development, and exploitation of our mineral properties and to maintain a flexible capital structure.
We manage our capital structure and adjust it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the Company’s capital structure, we may issue new shares, take on additional debt or repay outstanding debt, or acquire or dispose of assets. In order to prudently manage our uses of capital until we can generate revenue, we do not currently pay dividends.
Our ability to carry out our long-range strategic objectives in future periods depends on our ability to generate positive cash flows from our mining operations and to raise financing from lenders, shareholders, and new investors. We regularly review and consider financing alternatives to fund the Company’s ongoing exploration and development activities until these activities can be funded from ongoing cash flow from our mining operations.
(b)
Investment policy
Our investment policy is to invest the Company’s excess cash in low risk financial instruments such as term deposits and savings accounts with major Canadian banks. By using this strategy, the Company preserves its cash resources and is able to marginally increase these resources with low risk through the yields on these investments. Our financial instruments are exposed to certain financial risks, which include currency risk, credit risk, and liquidity risk.
Page 20
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2021 and 2020 (Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
(c) Project loan
At the end of 2019, we entered into a $125 million project loan (note 9) in respect of the Camino Rojo Project pursuant to which we had drawn $125 million as of September 30, 2021 (December 31, 2020 – $75 million). The project loan requires us to maintain a minimum working capital (adjusted for certain items) of $5 million.
(d) Decrease exposure to adverse movements in the Mexican peso
During this year, we entered into participating forward contracts for the purchase of Mexican pesos for the construction of the Camino Rojo Mine in order to decrease our exposure to adverse movements in the peso during the construction phase (see note 21(b)).
Other than entering into these peso forward contracts, there were no changes to our policy for capital management during the period ended September 30, 2021.
21. FINANCIAL INSTRUMENTS
(a) Fair value hierarchy
To provide an indication of the reliability of the inputs used in determining fair value, we classify our financial instruments into the three levels prescribed by the accounting standards.
Level 1 The fair value of financial instruments traded in active markets (such as publicly traded equity securities) is based on quoted (unadjusted) market prices as at the reporting date. The quoted market price used for financial assets held by the Company is the closing trading price on the reporting date. Such instruments are included in Level 1.
Level 2 The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, we include that instrument in Level 2.
Level 3 If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3. We have no financial assets or liabilities included in Level 3 of the hierarchy.
Page 21
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2021 and 2020 (Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
We determine whether transfers have occurred between levels in the hierarchy by re-assessing categorization at the end of each reporting period.
At September 30, 2021, the carrying values and fair values of our financial instruments by category were as follows:
| Classification | Carrying value |
Fair value | ||
|---|---|---|---|---|
| Quoted prices in active market for identical assets (Level 1) |
Significant other observable inputs (Level 2) |
Significant unobservable inputs (Level 3) Approximate fair value due to short term nature of the instrument Total Fair Value |
||
| Financial assets Cash and cash equivalents FVTPL Accounts receivable Amortized cost Restricted funds Amortized cost |
$ 50,712 40 3,791 |
$ 50,712 19 — |
$ — — 3,791 |
$ — $ — $ 50,712 — 21 40 — — 3,791 |
| $ 54,543 | 50,731 | $ 3,791 | $ — $ 21 $ 54,543 |
|
| Financial liabilities Trade payables Amortized cost Derivative liability FVTPL Lease obligations Amortized cost Camino Rojo project loan Amortized cost Newmont loan Amortized cost Fresnillo obligation Amortized cost |
$ 3,103 53 490 112,501 10,071 37,800 |
$ — — — — — — |
$ — 53 490 117,935 10,236 37,800 |
$ — $ 3,103 $ 3,103 — — 53 — — 490 — — 117,935 — — 10,236 — — 37,800 |
| $ 164,018 | $ — | $ 166,514 | $ — $ 3,103 $ 169,617 |
At December 31, 2020, the carrying values and fair values of our financial instruments by category were as follows:
| Carrying value |
Carrying value |
Carrying value |
Carrying value |
|
|---|---|---|---|---|
| Quoted prices in active market for identical assets (Level 1) |
Significant other observable inputs (Level 2) |
Significant unobservable inputs (Level 3) Approximate fair value due to short term nature of the instrument Total Fair Value |
||
| Financial assets Cash and cash equivalents FVTPL Accounts receivable Amortized cost Restricted funds Amortized cost |
$ 72,180 39 2,783 |
$ 72,180 25 — |
$ — — 2,783 |
$ — $ — $ 72,180 — 14 39 — — 2,783 |
| $ 75,002 | 72,205 | $ 2,783 | $ — $ 14 $ 75,002 |
|
| Financial liabilities Trade payables Amortized cost Lease obligations Amortized cost Camino Rojo project loan Amortized cost Newmont loan Amortized cost |
$ 2,583 274 60,696 9,440 |
$ — — — — |
$ — 274 66,443 9,875 |
$ — $ 2,583 $ 2,583 — — 274 — — 66,443 — — 9,875 |
| $ 72,993 | $ — | $ 76,592 | $ — $ 2,583 $ 79,175 |
Page 22
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2021 and 2020 (Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
The fair value of the Camino project loan at September 30, 2021 was estimated at $117.9 million (December 31, 2020 – $66.4 million) using a discount rate of 10.8% (December 31, 2020 – 10.8%). The fair value of the Newmont loan at September 30, 2021 was estimated at $10.2 million (December 31, 2020 – $9.9 million) using an exchange rate of 20.31 MXN/USD (December 31, 2020 – 19.95 MXN/USD) and a discount rate of 11.5% (December 31, 2020 – 10.5%).
(b) Derivative financial instruments
The Company entered into participating forward contracts for the purchase of Mexican pesos for use during the construction of the Camino Rojo Mine. The individual contracts mature monthly from April 2021 to December 2021. At September 30, 2021, the aggregate notional amount of these contracts was US$7,700,000 and the aggregate committed amount was US$3,850,000. The weighted average strike rate was 20.35 Mexican pesos per 1 US dollar.
We estimated the fair value of these contracts as a liability of $53,000 as at September 30, 2021 (December 31, 2020 – nil). We recognized them as a derivative liability and have included in “Other losses (gains)” in the statement of loss and comprehensive loss.
We have classified these as FVTPL.
22. COMMITMENTS AND CONTINGENCIES
(a) Commitments
The Company has issued purchase orders for construction, equipment purchases, materials and supplies, and other services at the Camino Rojo mine. At September 30, 2021, these outstanding purchase orders totaled approximately $26,347,000 (December 31, 2020 – $49,050,000), which we expect will be filled in the next 12 months.
In the event of a change in control, the Company is committed to severance payments amounting to approximately $3,210,000 (December 31, 2020 – $3,000,000) to certain officers and management. No amounts have been recorded in these consolidated financial statements to reflect such severance payments.
(b) Litigation
We may, from time to time, be a party to legal proceedings, which arise in the ordinary course of our business. We are not aware of any pending or threatened litigation that, if resolved against us, would have a material adverse effect on our consolidated financial position, results of operations or cash flows.
Page 23
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2021 and 2020 (Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
23. RECLASSIFICATION
To provide greater comparability, we have reclassified interest payments previously presented in the three and nine month periods ended September 30, 2020, to conform to the presentation used in the current year, as follows:
| Three months ended September 30, 2020 Operating activities Financing activities $ (6,840) $ 2,686 550 (550) $ (6,290) $ 2,136 |
Nine months ended September 30, 2020 |
|
|---|---|---|
| Operating activities |
Operating activities Financing activities |
|
| As originally presented ReclassifyInterestpaid onproject loan |
$ (6,840) 550 |
$ (15,694) $ 57,301 1,667 (1,667) |
| Aspresented in currentyear comparative figures | $ (6,290) | $ (14,027)$ 55,634 |
24. EVENTS AFTER THE REPORTING PERIOD
(a) Share issuances
Subsequent to the reporting period, the Company issued common shares pursuant to the exercise of stock options (note 16(a)) and exercise of warrants (note 15(b)).
(b)
IVA Refund
Subsequent to the reporting period, the Company received the first IVA refund related to IVA claims filed in Mexico (note 6).
Page 24
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