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Osisko Development Corp. — Interim / Quarterly Report 2022
Nov 10, 2022
45981_rns_2022-11-09_e6a2e586-1c1f-4fa1-a7da-b5f955e3ebd5.pdf
Interim / Quarterly Report
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OSISKO DEVELOPMENT CORP.
. . . . . . . . . . . . . . . . . .
Unaudited Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2022
Osisko Development Corp. Consolidated Statements of Financial Position As at September 30, 2022 and December 31, 2021 (Unaudited)
(Expressed in thousands of Canadian dollars)
| Notes Assets Current assets Cash 4 Amounts receivable 5 Inventories 6 Other current assets Non-current assets Investments in associates 7 Other investments 7 Mining interests 3,8 Property, plant and equipment 3,9 Exploration and evaluation 3,10 Other assets Liabilities Current liabilities Accounts payable and accrued liabilities 11 Deferred premium on flow-through shares 15 Lease liabilities 13 Contract liability 14 Current Portion of long term debt 12 Environmental rehabilitation provision 16 Deferred Consideration and contingent payments 3 Non-current liabilities Long term debt 12 Lease liabilities 13 Contract liability 14 Environmental rehabilitation provision 16 Warrant liability Deferred Consideration and contingent payments 3 Deferred income taxes 3 Equity Share capital 17 Warrants 17 Contributed surplus Accumulated other comprehensive income Deficit |
September 30, 2022 $ 133,138 16,400 10,848 7,718 168,104 8,900 31,486 613,898 100,245 49,383 35,899 1,007,915 31,414 - 1,360 1,961 4,542 10,571 3,427 53,275 4,599 182 55,045 44,827 19,691 13,164 23,294 214,077 1,032,797 1,573 10,793 7,510 (258,835) 793,838 1,007,915 |
December 31, 2021 |
|---|---|---|
| $ 33,407 7,951 18,596 1,471 |
||
| 61,425 12,964 49,516 475,621 83,712 3,635 16,251 |
||
| 703,124 | ||
| 25,117 914 8,104 3,822 1,610 2,287 - |
||
| 41,854 2,154 1,762 20,998 50,949 - - 1,205 |
||
| 118,922 | ||
| 714,373 - 6,436 6,764 (143,371) |
||
| 584,202 | ||
| 703,124 |
APPROVED ON BEHALF OF THE BOARD (signed) Sean Roosen, Director
(signed) , Charles Page, Director
2
The notes are an integral part of these unaudited condensed interim consolidated financial statements.
Osisko Development Corp. Consolidated Statements of Loss For the three and nine months ended September 30, 2022 and 2021 (Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
| Three months ended September 30 2022 2021 Notes $ $ Revenues 22,791 3,906 Operating expenses Cost of sales 19 (23,435) (3,906) Other operating cost 19 (21,444) - General and administrative 20 (8,710) (6,862) Exploration and evaluation, net of tax credits (90) (338) Impairment of assets 8 (81,000) (33,320) Operating loss (111,888) (40,520) Accretion expense (1,410) (314) Share of loss of associates (103) (146) Gain on change in fair value of warrant liability 2,565 - Other income, net 21 7,104 5,282 Loss before income taxes (103,732) (35,698) Income tax recovery (expense) 1 3,953 Net loss (103,731) (31,745) Basic and diluted loss per share 22 (1.37) (0.71) |
Nine months ended September 30, 2022 2021 $ $ 44,821 4,681 (44,811) (4,681) (57,292) - (26,451) (15,533) (367) (1,518) (81,000) (73,799) (165,100) (90,850) (3,625) (446) (575) (1,302) 21,946 - 21,280 9,055 (126,074) (83,543) (1,489) 6,694 (127,563 (76,849) (2.13) (1.68) |
Nine months ended September 30, 2022 2021 $ $ 44,821 4,681 (44,811) (4,681) (57,292) - (26,451) (15,533) (367) (1,518) (81,000) (73,799) (165,100) (90,850) (3,625) (446) (575) (1,302) 21,946 - 21,280 9,055 (126,074) (83,543) (1,489) 6,694 (127,563 (76,849) (2.13) (1.68) |
Nine months ended September 30, 2022 2021 $ $ 44,821 4,681 (44,811) (4,681) (57,292) - (26,451) (15,533) (367) (1,518) (81,000) (73,799) (165,100) (90,850) (3,625) (446) (575) (1,302) 21,946 - 21,280 9,055 (126,074) (83,543) (1,489) 6,694 (127,563 (76,849) (2.13) (1.68) |
|
|---|---|---|---|---|
| (165,100) (3,625) (575) 21,946 21,280 |
(90,850) (446) (1,302) - 9,055 |
|||
| (126,074) (1,489) |
(83,543) 6,694 |
|||
| (127,563 | (76,849) | |||
| (2.13) | (1.68) |
3
The notes are an integral part of these unaudited condensed interim consolidated financial statements.
Osisko Development Corp. Consolidated Statements of Comprehensive Loss For the three and nine months ended September 30, 2022 and 2021 (Unaudited)
(Expressed in thousands of Canadian dollars)
| Net loss Other comprehensive income (loss) Items that will not be reclassified to the consolidated statements of loss Changes in fair value of financial assets at fair value through comprehensive income Income tax effect Share of other comprehensive loss of associates Items that may be reclassified to the consolidated statements of loss Currency translation adjustments Other comprehensive income (loss) Comprehensive loss |
Three months ended September 30, 2022 2021 $ $ (103,731) (31,745) (3,349) (16,111) 266 1,916 - - 14,413 (184) 11,330 (14,379) (92,401) (46,124) |
Nine months ended September 30, 2022 2021 $ $ (127,563) (76,849) (5,223) (18,713) 299 1,969 (294) - 17,657 (1,474) 12,439 (18,218) (115,124) (95,067) |
Nine months ended September 30, 2022 2021 $ $ (127,563) (76,849) (5,223) (18,713) 299 1,969 (294) - 17,657 (1,474) 12,439 (18,218) (115,124) (95,067) |
|---|---|---|---|
| $ (76,849) (18,713) 1,969 - (1,474) |
|||
| (18,218) | |||
| (95,067) |
4
The notes are an integral part of these unaudited condensed interim consolidated financial statements.
Osisko Development Corp. Consolidated Statements of Cash Flows For the three and nine months ended September 30, 2022 and 2021 (Unaudited)
(Expressed in thousands of Canadian dollars)
Notes Operating activities Net loss Adjustments for: Share-based compensation Depreciation Accretion Loss (gain) on disposal of assets Share of loss of associates Net gain on acquisition of investments Change in fair value of financial assets and liabilities at fair value through profit and loss Unrealized gain on dilution Unrealized Foreign exchange loss Deferred income tax expense (recovery) Impairment of assets 8 Premium on flow-through shares 15 Proceeds from Contract liability 14 Other Net cash flows used in operating activities before changes in non-cash working capital items Changes in non-cash working capital items 23 Net cash flows used in operating activities Investing activities Mining interests Property, plant and equipment Exploration and evaluation expenses Proceeds on disposals of investments Acquisition of investments in associates Acquisition of other investments Acquisition of Tintic, net of cash acquired 3 Reclamation deposit Other Net cash flows used in investing activities Financing activities Private placements 17 Issuance of common shares Share issue expense 17 Exercise of warrants Capital payments on lease liabilities 13 Long-term debt Repayment of long-term debt Net cash flows (used in) provided by financing activities Increase (decrease) in cash before impact of exchange rate Effects of exchange rate changes on cash Increase (decrease) in cash Cash – Beginning of period Cash – end of period |
Three months ended September 30, 2022 2021 $ $ (103,731) (31,745) 2,192 1,926 2,569 16 2,411 312 (51) 111 104 145 - (222) (2,561) 467 - - (8,336) (993) - (3,954) 81,000 33,320 - (2,600) 27,414 - (1,287) (2,687) (276) (5,904) 13,360 2,965 13,084 (2,939) (12,820) (41,451) (5,541) (14,469) (1,555) (3,250) 353 - - (2,200) (212) (7,741) - - - - (765) (43) (20,540) (69,154) - - 114 - - - - - (396) (1,588) 1,202 - (1,082) - (162) (1,588) (7,618) (73,681) 4,454 1,210 (3,164) (72,471) 136,302 144,622 133,138 72,151 |
Nine months ended September 30, 2022 2021 $ $ (127,563) (76,849) 5,389 3,601 9,883 80 3,625 446 (11,905) (114) 576 1,302 - (222) (21,558) 772 - (1,391) (10,433) 542 1,490 (6,694) 81,000 73,799 (914) (5,868) 27,414 5,653 528 (2,245) (42,468) (7,188) 3,466 (11,877) (39,002) (19,065) (37,746) (116,581) (14,619) (28,965) (2,241) (4,413) 21,634 23,233 - (2,200) (212) (9,156) (66,627) - (13,371) - (1,803) (245) (114,985) (138,327) 255,543 38,841 114 - (7,238) (2,581) - 3 (6,295) (3,956) 8,738 - (3,662) - 247,200 32,307 93,213 (125,085) 6,518 (191) 99,731 (125,276) 33,407 197,427 133,138 72,151 |
Nine months ended September 30, 2022 2021 $ $ (127,563) (76,849) 5,389 3,601 9,883 80 3,625 446 (11,905) (114) 576 1,302 - (222) (21,558) 772 - (1,391) (10,433) 542 1,490 (6,694) 81,000 73,799 (914) (5,868) 27,414 5,653 528 (2,245) (42,468) (7,188) 3,466 (11,877) (39,002) (19,065) (37,746) (116,581) (14,619) (28,965) (2,241) (4,413) 21,634 23,233 - (2,200) (212) (9,156) (66,627) - (13,371) - (1,803) (245) (114,985) (138,327) 255,543 38,841 114 - (7,238) (2,581) - 3 (6,295) (3,956) 8,738 - (3,662) - 247,200 32,307 93,213 (125,085) 6,518 (191) 99,731 (125,276) 33,407 197,427 133,138 72,151 |
|---|---|---|---|
| $ (76,849) 3,601 80 446 (114) 1,302 (222) 772 (1,391) 542 (6,694) 73,799 (5,868) 5,653 (2,245) |
|||
| (7,188) (11,877) |
|||
| (19,065) | |||
| (116,581) (28,965) (4,413) 23,233 (2,200) (9,156) - - (245) |
|||
| (138,327) | |||
| 38,841 - (2,581) 3 (3,956) - - |
|||
| 32,307 | |||
| (125,085) | |||
| (191) | |||
| (125,276) 197,427 |
|||
| 72,151 |
5
The notes are an integral part of these unaudited condensed interim consolidated financial statements.
Osisko Development Corp. Consolidated Statements of Changes in Equity For the nine months ended September 30, 2022 (Unaudited)
(Expressed in thousands of Canadian dollars except number of shares)
| Number of | **Accumulated ** | ||
|---|---|---|---|
| common | other Retained |
||
| shares | Share Contributed comprehensive earnings |
||
| Notes | Outstanding(i) | capital Warrants surplus income(loss) (deficit) Total |
|
| ($) ($) ($) ($) ($) ($) |
|||
| Balance – January 1, 2022 17 |
44,400,854 | 714,373 - 6,436 6,764 (143,371) 584,202 |
|
| Net loss | - | - - - - (127,563) (127,563) |
|
| Other comprehensive loss | - | - - - 12,439 - 12,439 |
|
| Comprehensive loss | - | - - - 12,439 (127,563) (115,124) |
|
| Transfer of realized loss on financial assets at fair value through other comprehensive income, net of taxes |
- - - (11,693) 11,693 - |
||
| - | |||
| Private placements – Brokered 17 |
7,752,917 | 101,873 1,628 - - - 103,501 |
|
| Private placements – Non- Brokered 17 |
112,207 - - - - 112,207 |
||
| 11,363,933 | |||
| Share-issue costs | - | (6,231) (55) - - - (6,286) |
|
| Share options - Share-based compensation |
- | - - 2,511 - - 2,511 - - 1,846 - 406 2,252 310 - - - - 310 109,657 - - - - 109,657 608 - - - - 608 |
|
| Equity-settled compensation plan |
- | ||
| Shares issued - employee share purchase plan |
25,778 | ||
| Shares issued on Acquisition of Tintic 3 |
12,049,449 | ||
| Share issued from RSU/DSU Redemption |
27,651 | ||
| Balance – September 30, 2022 |
75,620,582 | 1,032,797 1,573 10,793 7,510 (258,835) 793,838 |
(i) The common shares outstanding presented have been adjusted to reflect the effect of the 3:1 share consolidation that took place on May 4, 2022. Common share, warrants and per share amounts have been adjusted for the 3:1 share consolidation unless noted otherwise.
The notes are an integral part of these unaudited condensed interim consolidated financial statements.
6
Osisko Development Corp. Consolidated Statements of Changes in Equity For the nine months ended September 30, 2021 (Unaudited)
(Expressed in thousands of Canadian dollars except number of shares)
Balance – January 1, 2021 |
Notes | Number of common shares Outstanding 39,649, 958 - - - - 3,620,732 1,130,081 - - 83 - - - 44,400,854 |
Accumulated other Retained Share Contributed comprehensive earnings capital surplus income(loss) (deficit) Total |
|---|---|---|---|
| ($) ($) ($) ($) ($) 687,072 69 15,018 (2,593) 699,566 - - - (76,849) (76,849) - - (18,218) - (18,218) |
|||
| Net loss Other comprehensive loss Comprehensive loss |
|||
| - - (18,218) (76,849) (95,067) - - 17,812 (17,812) - 6,156 - - - 6,156 25,257 - - - 25,257 (1,897) - - - (1,897) - 2,001 - - 2.001 3 - - - 3 - 1,160 - - 1,160 - 902 - - 902 - (159) - - (159) |
|||
| Transfer of realized loss on financial assets at fair value through other comprehensive income, net of taxes Private placements – Non-brokered Private placements – Flow-through Issue costs on financings (net of income taxes) Share options - Share-based compensation Exercise of warrants Restricted share units (including from former Parent Company) Share-based compensation Deferred share units to be settled in common shares - Share-based compensation Income tax impact Balance – September 30, 2021 |
|||
| 17 | |||
| 17 | |||
| 716,591 3,973 14,612 (97,254) 637,922 |
|||
(i) The common shares outstanding presented have been adjusted to reflect the effect of the 3:1 share consolidation that took place on May 4, 2022. Common share, warrants and per share amounts have been adjusted for the 3:1 share consolidation unless noted otherwise.
The notes are an integral part of these unaudited condensed interim consolidated financial statements.
7
Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
1. Nature of operations
Osisko Development Corp. (“ Osisko Development ” or the “ Company ”) is a mineral exploration and development company focused on the acquisition, exploration and development of precious metals resource properties in North and Central America. The common shares of Osisko Development began trading on the TSX Venture Exchange (“ TSX-V ”) on December 2, 2020 and on the New York Stock Exchange (“ NYSE ”) under the symbol “ ODV ” on May 27, 2022. The Company’s registered and business address is 1100, avenue des Canadiens-de-Montréal, suite 300, Montreal, Québec. The common shares outstanding presented have been adjusted to reflect the effect of the 3:1 share consolidation that took place on May 4, 2022. Common share, warrants and per share amounts have been adjusted for the 3:1 share consolidation unless noted otherwise.
On September 30, 2022, the former parent Company, Osisko Gold Royalties (OGR) held an interest of 44.1% (compared to 75.1% as at December 31, 2021) in Osisko Development Corp. Effective on September 30, 2022, following certain changes made to OGR’s investment agreement with Osisko Development, it was determined that OGR was no longer in a position of control over Osisko Development.
The principal subsidiaries of the Company and their geographic locations at September 30, 2022 were as follows:
| Entity Jurisdiction % ownership |
|
|---|---|
| Barkerville Gold Mines Ltd. (“Barkerville”) British Columbia 100% Sapuchi Minera, S. de R.L. de C.V. (“Sapuchi”) Mexico 100% Tintic Consolidated Metals LLC (“Tintic”) USA 100% |
Osisko Development is focused on exploring and developing its mining assets, including the Cariboo Gold Project in British Columbia, the San Antonio gold project in Mexico and Trixie test mine in the USA.
As at September 30, 2022, the Company’s working capital was $114.8 million, which included cash of $133.1 million, and, the Company incurred a loss of $127.6 million for the nine months ended on September 30, 2022. With the financings completed in May 2022 (note 17), management believes that the Company will have sufficient funds to meet its obligations and planned expenditures for the ensuing twelve months as they fall due. In assessing whether the going concern assumption is appropriate, management considers all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period. In order to execute on its planned activities, the Company will be required to secure additional financing in the future, which may be completed in several ways including, but not limited to, a combination of selling additional investments from its portfolio, project debt finance, offtake or royalty financing and other capital market alternatives. Failure to secure future financings may impact and/or curtail the planned activities for the Company, which may include, but are not limited to, the suspension of certain development activities and the disposal of certain investments to generate liquidity.
2. Basis of presentation
These unaudited condensed interim consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (“ IFRS ”) as issued by the International Accounting Standards Board (“ IASB ”) applicable to the preparation of interim financial statements, including IAS 34 Interim Financial Reporting . The condensed interim consolidated financial statements should be read in conjunction with the Company’s annual consolidated financial statements for the year ended December 31, 2021, which have been prepared in accordance with IFRS as issued by the IASB. The accounting policies, methods of computation and presentation applied in these unaudited condensed interim consolidated financial statements are consistent with those of the previous financial year, unless otherwise noted.
The Board of Directors approved these condensed interim consolidated financial statements on November 7, 2022.
8
Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
3. Acquisition of Tintic Consolidated Metals LLC
On May 27, 2022, the Company completed its previously announced acquisition of Tintic Consolidated Metals LLC, which owns the producing Trixie test mine, as well as mineral claims in Central Utah’s historic Tintic Mining District (the “Tintic Transaction”).
Under the terms of the Tintic Transaction, the Company funded the acquisition through:
-
(i) the issuance of 12,049,449 common shares of Osisko Development;
-
(ii) aggregate cash payments of approximately US$58.7 million ($74.7million)
-
(iii) the issuance of an aggregate of 2% NSR royalties, with a 50% buyback right in favour of Osisko Development exercisable within five years;
-
(iv) US$12.5 million in deferred payments ($15.9 million); and
-
(v) the granting of certain other contingent payments, rights and obligations.
During the three and nine months ended September 30, 2022, transaction costs related to the acquisition were expensed under general and administrative expenses and amounted to approximately $1.0 million and $5.6 million respectively. The total consideration paid amounted to approximately US$156.6 million ($199.5 million).
In accordance with IFRS 3, Business Combinations , a business combination is a transaction in which an acquirer obtains control of a business which is defined as an integrated set of activities and assets that is capable of being conducted and managed to provide a return to investors. For an integrated set of activities and assets to be considered a business, the set needs to contain inputs, and processes. The acquisition of Tintic meets the definition of a business combination as Tintic generates revenues and has processes. Consequently, the transaction has been recorded as a business combination.
The provisional purchase price allocation over the identifiable net assets of Tintic may be subject to change. Information to confirm the fair value of certain assets and liabilities, mainly the mining interests and plant and equipment, the exploration and evaluation assets, the fair value of certain liabilities and the carrying value of the deferred income tax liability, are still to be obtained or confirmed. The allocation is expected to be completed by December 31, 2022.
The table below presents the provisional purchase price allocation based on the best available information to the Company to date:
| Consideration paid | $ |
|---|---|
| Issuance of 12,049,449 common shares of Osisko Development | 109,656 |
| Cash | 63,881 |
| Convertible instruments(i) | 10,827 |
| Fair value of deferred consideration of US$12.5 million (CA$15.9 million) | 13,414 |
| Fair value of other contingentpayments,rights and obligations | 1,695 |
| 199,473 | |
| Net assets acquired | $ |
| Cash | 871 |
| Other current assets | 1,834 |
| Mining assets | 169,175 |
| Plant and equipment | 13,054 |
| Exploration and evaluation | 38,508 |
| Other non-current assets | 1,735 |
| Current liabilities | (1,322) |
| Non-current liabilities | (4,925) |
| Deferred income tax liability | (19,457) |
| (199,473) |
9
Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
3. Acquisition of Tintic Consolidated Metals LLC (continued)
- (i) Represents the convertible instruments amounting to US$8.5 million ($10.8 million) issued to the sellers prior to the closing of the Tintic Transaction (Note 7), which were part of the acquisition price.
For the nine months ended September 30, 2022, the revenues and net earnings (losses) of the acquiree included in the consolidated statement of loss amounted respectively to $11.5 million and $(1.5) million.
4. Cash
As at September 30, 2022 and December 31, 2021, cash held in U.S. dollars amounted respectively to US$76 million (CA$104.2 million) and US$15.8 million (CA$20 million).
5. Amounts receivable
| September 30, December 31, 2022 2021 |
|
|---|---|
| $ $ 2,591 499 12,474 6,648 1,321 803 14 1 |
|
| Trade receivables | |
| Exploration tax credits |
|
| Sales taxes | |
| Other | |
| 16,400 7,951 |
6. Inventories
| September 30, 2022 |
December 31, 2021 |
||
|---|---|---|---|
| $ 2,390 3,551 319 4,588 |
$ | ||
| Current | |||
| Ore in stockpiles | 4,194 8,638 1,113 4,651 |
||
| Gold-in-circuit inventory | |||
| Refined precious metals | |||
| Supplies and other | |||
| 10,848 | 18,596 | ||
| **Total current inventories ** |
Refined precious metals, gold-in-circuit and ore in stockpiles are measured at the lower of weighted average production cost and net realizable value. Net realizable value is calculated as the difference between the estimated selling price and estimated costs to complete processing into a saleable form plus variable selling expenses. Production costs include the cost of materials, labour, mine site production overheads and depreciation to the applicable stage of processing. The cost of ore stockpiles is increased based on the related current cost of production for the period. During the quarter, a write-off of $7.1 million was recorded at Barkerville Gold Mines to assess current stockpiles at the net realizable value.
10
Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
7. Investments in associates & other investments
Investments in associates
| September 30, 2022 December 31, 2021 |
||
|---|---|---|
| $ $ |
||
Balance – Beginning of period |
12,964 9,636 |
|
| Acquisitions | - 1,748 |
|
| Exercise of warrants | - 1,437 |
|
| Transfer to Other investments | (15,343) - |
|
| Share of loss and comprehensive loss, net | (575) (1,703) |
|
| Net gain on ownership dilution | - 1,846 |
|
| Gain on deemed disposal(i) | 11,854 - |
|
| Balance – End of period | 8,900 12,964 |
(i) In 2022, the gain on deemed disposal is related to an investment in an associate that was transferred to other investments as the Company has considered that it has lost its significant influence over the investee.
Other investments
| September 30, 2022 |
December 31, 2021 |
|||
|---|---|---|---|---|
Fair value through profit or loss (warrants & convertible loan) |
$ |
$ | ||
| Balance – Beginning of period | 6,952 4,438 (117) (10,827) (388) **51 ** |
1,892 6,915 (1,122) - (733) - |
||
| Acquisitions Exercises |
||||
| Acquisition of Tintic (Note 3) | ||||
| Change in fair value Foreignexchange |
||||
| 109 | 6,952 | |||
| Balance–End of period | ||||
Fair value through other comprehensive income (shares) |
98,616 2,850 (43,055) (15,847) - |
|||
| Balance – Beginning of period | 42,564 329 (21,634) (5,225) 15,343 |
|||
| Acquisitions Disposals Change in fair value Transfer from associates |
||||
| Balance–End of period | 31,377 | 42,564 | ||
| Total | 31,486 | 49,516 |
Other investments comprise common shares and warrants, almost exclusively from Canadian publicly traded companies.
11
Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
8. Mining interests
| September 30, 2022 |
December 31, 2021 |
||||
|---|---|---|---|---|---|
Cost – Beginning of period Acquisition of Tintic Additions Mining tax credit Asset retirement obligation Depreciation capitalized |
$ 475,621 169,175 36,754 |
$ | |||
| 385,802 - 136,492 |
|||||
| (6,275) | (1,585) | ||||
| (3,797) 896 |
19,522 4,136 |
||||
| Share-based compensation capitalized Transfers Impairment Other adjustments Currency translation adjustments Cost – End of period |
388 - |
2,127 (11,221) |
|||
| (81,000) | (58,417) | ||||
| 3,337 | 585 | ||||
| 21,344 | (1,820) | ||||
| 616,443 | 475,621 | ||||
| - 2,385 160 |
- - - - 475,621 - |
||||
| Accumulated depreciation – Beginning of period | |||||
| Depreciation Currencytranslation adjustments |
|||||
| 2,545 | |||||
| Accumulated depreciation – End of period | |||||
| 616,443 **(2,545) ** |
|||||
| Cost | |||||
| Accumulated depreciation | |||||
| 613,898 | 475,621 | ||||
| Net book value |
Osisko Gold Royalties Ltd holds a 5% NSR royalty on the Cariboo and Bonanza Ledge properties, owned by Barkerville, and a 15% gold and silver stream on the San Antonio property. The Cariboo and Bonanza Ledge properties 5% NSR royalty is perpetual and is secured by a debenture on all of Barkerville movable and immovable assets, including Barkerville’s interest in the property and mineral rights, in an amount of not less than $150 million. The security shall be first ranking, subject to permitted encumbrances.
The recent market conditions, industry cost pressures and current inflationary environment were considered as indicators of impairment, among other facts and circumstances and, accordingly, management of Osisko Development performed an impairment assessment on all its projects including its San Antonio gold project as at September 30, 2022. The impairment assessment resulted in an impairment charge of $81.0 million on the San Antonio gold project for the three months ended September 30, 2022.
On September 30, 2022, the net assets of the San Antonio gold project was written down to its net estimated recoverable amount of $35.0 million which was determined by the value-in-use using a discounted cash-flows approach and reflected as an impairment of Mining Interests. The main valuation inputs used were the cash flows expected to be generated by the production and sale of gold from the San Antonio gold project over the estimated life of the mine, based on the expected long-term gold price per ouncecosts inflation forecastand the pre-tax real discount rate of 19.9% applied to the cash flow projections. A sensitivity analysis was performed by management of Osisko Development for the long-term gold price and the pre-tax real discount rate. If the long-term gold price per ounce applied to the cash flow projections had been 10% lower than management’s estimates, Osisko Development would have recognized an additional impairment charge of $35.0 million. If the pre-tax real discount rate applied to the cash flow projections had been 100 basis points higher than management’s estimates, Osisko Development would have recognized an additional impairment charge of $5.8 million.
12
Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
8. Mining Interests (continued)
The Company tested its other Cash Generating Units (CGU), for impairment, and determined the recoverable amounts exceeded the carrying amounts. The Company’s assessments reflected a number of significant management assumptions and estimates relating to future cash flows projections and discount rate. Changes in these assumptions could impact the Company’s conclusion, therefore there is a risk of impairment if there is a change in the near term in the projections or discount rate.
13
Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
9. Property, plant and equipment
| Land and Buildings |
Machinery and Equipment |
Construction -in-progress |
September 30, 2022 |
December 31, 2021 |
||
|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | ||
| Cost– Beginning of period | 18,859 | 50,133 |
24,249 |
93,241 |
25,713 | |
| Acquisition of Tintic | 7,594 | 5,460 | - | 13,054 | - | |
| Additions | 1,418 | 9,576 |
3,222 |
14,216 |
58,153 | |
| Disposals | - | (1,351) | - | (1,351) | (166) | |
| Write-off | (70) | (5,193) | - | (5,263) | (4,293) | |
| Other adjustments | (896) | - | (896) | 2,506 | ||
| Transfers | - | 5,393 | (5,393) |
- | 11,221 | |
| Currency translation | ||||||
| adjustments | 529 | 2,310 | 774 | 3,613 | 107 | |
| Cost – End ofperiod | 27,434 | 66,328 |
22,852 |
116,614 |
93,241 | |
| Accumulated depreciation – | ||||||
| Beginning of period | 2,385 | 7,144 |
- |
9,529 | 4,515 |
|
| Depreciation | 1,398 | 8,092 |
- |
9,490 | 6,754 |
|
| Disposal | - | (192) | - | (192) | - | |
| Other adjustments | - | - | - | - | 2,496 | |
| Write-off | - | (2,687) | - | 2,687) | (4,236) | |
| Currency translation | ||||||
| adjustments | (21) | 250 | - |
229 | - | |
| Accumulated depreciation – | ||||||
| End ofperiod | 3,762 | 12,607 |
- |
16,369 | 9,529 |
|
| Cost | 27,434 | 66,328 |
22,852 | 116,614 |
93,241 |
|
| Accumulated depreciation | (3,762) | (12,607) | - | (16,369) | (9,529) | |
| Net book value | 23,672 | 53,721 | 22,852 | 100,245 | 83,712 |
Property, plant and equipment includes right-of-use assets with a carrying value of $3.8 million as at September 30, 2022 ($12.9 million as at December 31, 2021).
14
Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
10. Exploration and evaluation
| ( September 30, 2022 December 31, 2021) |
|
|---|---|
Net book value - Beginning of period |
($ ) ($) 3,635 41,870 38,508 - 4,519 3,783 44 - - (42,018) (461) - 3,138 - |
| Acquisition of Tintic | |
| Additions Depreciation capitalized Impairment Other adjustments |
|
| Currencytranslation adjustments | |
| Net book value – End ofperiod |
49,383 3,635 |
| Cost |
149,590 103,842 |
| Accumulated impairment |
(100,207) (100,207) |
| Net book value – End of period |
49,383 3,635 |
11. Accounts payable and accrued liabilities
| September 30, 2022 |
December 31, | |
|---|---|---|
| 2021 | ||
| $ 20,762 4,865 765 5,022 |
$ | |
| Trade payables | 11,756 | |
| Other payables | 5,335 | |
| Income taxes payable | 65 | |
| Accrued liabilities | 7,961 | |
| 31,414 | 25,117 | |
15
Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
12. Long-term debt
Balance – Beginning of period Additions- mining equipment financing Repayment of liabilities Currency translation adjustments Balance – End of period Current long term debt Non-current long term debt |
( September 30, 2022 December 31, 2021) |
|
|---|---|---|
| ($ ) ($ ) 3,764 - 8,739 4,015 (3,663) (251) 301 - |
||
| 9,141 3,764 4,542 1,610 4,599 2,154 |
||
| 9,141 3,764 |
13. Lease liabilities
Balance – Beginning of period Acquisition of Tintic Additions Repayment of liabilities Lease modifications and extinguishment Currency translation adjustments Balance – End of period Current liabilities Non-current liabilities |
( September 30, 2022 |
|
|---|---|---|
| December 31, | ||
| 2021) | ||
| ($ ) 9,866 325 108 (6,638) (2,133) 14 |
($ ) | |
| 2,035 | ||
| - | ||
| 13,576 | ||
| (5,745) | ||
| - | ||
| - | ||
| 1,542 | ||
| 9,866 | ||
| 1,360 182 |
||
| 8,104 | ||
| 1,762 | ||
| 1,542 | ||
| 9,866 |
16
Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
14. Contract liability
On November 20, 2020, Sapuchi completed a gold and silver stream agreement with Osisko Bermuda Ltd, a subsidiary of Osisko Gold Royalties for US$15.0 million ($19.1 million). An amount of US$10.5 million was contributed in November 2020 and the remaining US$4.5 million was paid in February 2021.
Under the terms of the stream agreement, Osisko Bermuda Ltd will purchase 15% of the payable gold and silver from the San Antonio gold project at a price equal to 15% of the daily per ounce gold and silver market price. The initial term of the stream agreement is for 40 years and can be renewed for successive 10 year periods. The stream is also secured with (i) a first priority lien in all of the collateral now owned or hereafter acquired; (ii) a pledge by Osisko Development of its shares of Sapuchi Minera Holdings Two B.V. and (iii) a guarantee by Osisko Development. The interest rate used to calculate the accretion on the contract liability’s financing component is 24%.
On August 12, 2022, Tintic completed a metals stream agreement with Osisko Bermuda Ltd, for US$20 million ($27.4 million).
Under the terms of the stream agreement, Osisko Bermuda Ltd will receive 2.5% of the refined metal production from Tintic until 27,150 ounces of refined gold have been delivered, and thereafter Osisko Bermuda Ltd will receive 2.0% of the refined metal production from Tintic. Osisko Bermuda Ltd will make ongoing cash payments to Tintic equal to 25% of the applicable spot metal price on the business day immediately preceding the date of delivery for each ounce of refined metal delivered pursuant to the stream agreement.
The movement of the contract liability is as follows:
| September 30, 2022 |
December 31, 2021) |
|
|---|---|---|
Balance – Beginning of period Deposits Accretion on the contract liability’s financing component Cumulative catch-up adjustment |
($ ) 24,820 27,414 4,809 (2,551) |
($ ) 14,007 5,652 5,169 507 (515) 24,820 3,822 20,998 24,820 |
| Currencytranslation adjustment | 2,514 | |
| Balance – End ofperiod |
57,006 | |
| Current liabilities |
1,961 | |
| Non-current liabilities |
55,045 | |
| 57,006 |
Under IFRS 15, the stream agreements are considered to have a significant financing component. The Company therefore records notional non-cash interest, which is subject to capitalization into Mining interests , as borrowing costs.
17
Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
15. Flow-through shares liability
Balance – Beginning of period Deferred premium on flow-through shares issued, net of share issue costs Recognition of deferred premium on flow-through share Balance – End of period |
( September 30, 2022 December 31, 2021) |
|---|---|
| ($ ) ($ ) 914 - - 7,885 (914) (6,971) |
|
| - 914 |
As at September 30, 2022, the balance remaining of qualified Canadian exploration expenses to be spent is $nil.
16. Environmental rehabilitation provision
| September 30, 2022 December 31, 2021) ($ ) ($ ) 53,236 34,601 4,599 - 262 20,433 (3,528) (1,457) 2,185 1,192 (2,549) (1,240) 1,193 (293) 55,398 53,236 |
September 30, 2022 December 31, 2021) ($ ) ($ ) 53,236 34,601 4,599 - 262 20,433 (3,528) (1,457) 2,185 1,192 (2,549) (1,240) 1,193 (293) 55,398 53,236 |
||
|---|---|---|---|
| ($ ) ($ ) |
|||
| Balance – Beginning of period | |||
| Acquisition of Tintic | |||
| New liabilities | |||
| Revision of estimates | |||
| Accretion expense | |||
| Settlement of liabilities / payment of liabilities | |||
| Currencytranslation adjustment | |||
| Balance – End ofperiod | |||
| 10,571 2,287 44,827 50,949 55,398 53,236 |
|||
| Current liabilities | |||
| Non-current liabilities | |||
The environmental rehabilitation provision represents the legal and contractual obligations associated with the eventual closure of the Company’s mining interests, property, plant and equipment and exploration and evaluation assets. As at September 30, 2022, the estimated inflation-adjusted undiscounted cash flows required to settle the environmental rehabilitation amounts to $70 million. The weighted average actualization rate used is 7.82% and the disbursements are expected to be made between 2022 and 2030 as per the current closure plans.
17. Share capital and warrants
Shares
Authorized: unlimited number of common shares, without par value
Issued and fully paid: 75,620,582 common shares
18
Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
17. Share Capital and warrants (continued)
The common shares outstanding presented have been adjusted to reflect the effect of the 3:1 share consolidation that took place on May 4, 2022. Common share, warrants and per share amounts have been adjusted for the 3:1 share consolidation unless noted otherwise.
2022 Brokered private placement
On March 2, 2022, the Company completed a Brokered Private Placement issuing 9,525,850 Brokered Units at a price of $4.45 for gross proceeds of $42.4 million and 13,732,900 Brokered Subscription Receipts at a price of $4.45 for gross escrowed proceeds of $61.1 million, on a pre-share consolidation basis. Each Brokered Unit is comprised of one common share and one warrant, with each warrant entitling the holder to purchase one additional common share at a price of $22.80 ($7.60 pre-share consolidation) per common share for a period of 5 years following the closing date of the Brokered Private Placement. On May 30, 2022, Brokered Subscription Receipt holders received one Brokered Unit for each Brokered Subscription Receipt, upon the Company satisfying all conditions precedent to the Tintic acquisition (the “Brokered Escrow Release Condition”). Total common share and warrants issued under the Brokered Private Placement on a post share consolidation basis amounts 7,752,917 respectively. Issuance costs related to the Brokered Units issued amounted to $3.5 million and have been allocated against the common shares and warrants issued. The fair value of the warrants issued was evaluated using the residual method and were valued at $1.6 million, net of issuance costs.
2022 Non-Brokered private placements
The Company completed three tranches of the Non-Brokered Private Placements, issuing Non-Brokered Subscription Receipts at a price of US$3.50 (i) the first tranche closed on March 4, 2022 issuing 24,215,099 Non-Brokered Subscription Receipts for gross proceeds of US$84.8 million (CA$108 million) (ii) the second tranche of the Non-Brokered Private Placement closed on March 29, 2022 issuing 9,365,689 Non-Brokered Subscription Receipts for gross proceeds of US$32.8 million (CA$41.8 million), and (iii) the third tranche of the Non-Brokered Private Placement closed on April 21, 2022 issuing 512,980 Non-Brokered Subscription Receipts for gross proceeds of US$1.8 million (CA$2.3 million), on a pre-share consolidation basis.
On May 27, 2022, each Non-Brokered Subscription Receipt holder received one Unit, upon the listing of Osisko Development’s common shares on the NYSE (the “Non-Brokered Escrow Release condition”). Each Unit is comprised of one common share and one common share purchase warrant, with each warrant entitling the holder to purchase one additional common share at a price of USD$18.00 (USD$6.00 pre-share consolidation) per common share for a period of 5 years from the date of issue. Total common share and warrants issued under the Non-Brokered Private Placement on a post share consolidation basis amounts 11,363,933 respectively.
These warrants include an embedded derivative as they are exercisable in U.S. dollars and, therefore, fail the “fixed for fixed” requirements prescribed in IAS 32 Financial Instruments: presentation . As a result, they are classified as a liability and measured at fair value. Their value was estimated at $39.8 million on the issue date using the Black-Scholes model and they are presented as a non-current liability on the consolidated statement of financial position. The liability is revalued at its estimated fair value using the Black-Scholes model at the end of each reporting period, and the variation in the fair value is recognized on the consolidated statements of loss under other gains (losses), net . All securities issued under the Nonbrokered Private Placement are subject to a hold period expiring four months and one day from the closing date.
For the three and nine months ended September 30, 2022, the Company recognized an unrealized gain of $2.6 million and $22 million on the fair value adjustment of the warrant liability respectively. Issuance costs allocated to common shares amounted to $2.8 million. For the three and nine months ended September 30, 2022, the Company recorded in other income in the consolidated statement of loss $Nil and $1 million of issuance costs allocated to the warrants.
In absence of quoted market prices, the valuation of the warrants exercisable in USD, when granted and re-measured at fair value is determined by the Black-Scholes option pricing model based on the following range of assumptions:
19
Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
17. Share Capital and warrants (continued)
| 2022 | ||
|---|---|---|
Dividend per share |
- | |
| Expected volatility | 69% | |
| Risk-free interest rate | 2.7% - 3% | |
| Expected life | 4.7 - 5 years | |
| Share price USD | $4.80 - $7.15 |
2021 Non-brokered private placement
In January and February 2021, Osisko Development closed the first and final tranches respectively of a non-brokered private placement for 3,620,732 units of Osisko Development at a price of $7.50 per unit (or the Canadian dollar equivalent of US$5.75 per unit) for aggregate gross proceeds of approximately $79.8 million, on a pre-share consolidation basis. Each unit consists of one common share of Osisko Development and one-half of one common share purchase warrant of Osisko Development, with each whole warrant entitling the holder thereof to acquire one common share of Osisko Development at a price of $30.00 per share ($10.00 per share pre-consolidation) (or the prevailing U.S. dollar equivalent at the time of exercise) on or prior to December 1, 2023. Share issue expenses related to this private placement amounted to $1.1 million.
2021 Flow-Through and Charity Flow-Through financing
In March 2021, the Company closed a bought deal private placement of: (i) 2,055,742 flow-through shares (“ FT Shares ”) of the Company at a price of $9.05 per FT Shares; and (ii) 1,334,500 charity flow-through shares of the Company (“ Charity FT Shares ”) at a price of $11.24 per Charity FT Share, for aggregate gross proceeds of $33.6 million, on a pre-share consolidation basis. The carrying value of the FT shares and the Charity FT shares is presented net of the liability related to the premium on FT shares of $7.9 million, which was recorded at the date of the issuance of the FT shares and the Charity FT shares. Share issue expenses related to this private placement amounted to $1.5 million.
Employee Share Purchase Plan
The Company offers an employee share purchase plan to its employees. Under the terms of the plan, the Company contributes an amount equal to 60% of the eligible employee’s contribution towards the acquisition of common shares from treasury on a quarterly basis. Under this plan, no employee shall acquire common shares which exceed 10% of the issued and outstanding common shares of the issuer at the time of the purchase of the common shares.
20
Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
17. Share Capital and warrants (continued)
Warrants
The following table summarizes the Company’s movements for the warrants outstanding:
| September 30, 2022 December 31, 2021 |
September 30, 2022 December 31, 2021 |
|
|---|---|---|
| Weighted | Weighted | |
| Number of Warrants(i) average exercise price Number of Warrants average exercise price |
||
| $ $ |
||
Balance – Beginning of period Issued – Brokered private placement Issued– Non-brokered private placement(ii) |
4,929,791 30.00 3,119,508 30.00 7,752,917 22.80 - - 11,363,932 13.53 1,810,283 30.00 |
|
| 7,752,917 22.80 |
||
| 11,363,932 13.53 |
||
Balance – End of period |
24,046,640 19.90 4,929,791 30.00 |
The warrants have a maturity date of December 1, 2023 and March 2, 2027.
(i) The number of warrants presented have been adjusted to reflect the effect of the 3:1 share consolidation that took place on May 4, 2022.
(ii) Exercise price of warrants issued in non-brokered private placement is in USD.
18. Share-based compensation
Share options
The Company offers a share option plan to directors, officers, management, employees and consultants.
The following table summarizes information about the movement of the share options outstanding under the Company’s plan:
| September 30, 2022 | December 31, 2021 | December 31, 2021 | |
|---|---|---|---|
| Weighted Number of average options(i) exercise price |
Weighted average exercise price |
||
Number of |
|||
| options | |||
| $ 697,841 21.21 399,697 901,900 6.49 335,176 (52,793) 18.74 (37,032) |
$ | ||
| Balance – Beginning of period | 22.86 | ||
| 19.4 | |||
| Granted | 0 | ||
| 22.6 | |||
| Forfeited | 6 | ||
| Balance – End of period Options exercisable – End of period |
1,546,948 12.71 697,841 |
||
| 21.21 | |||
| 75,168 21.32 - |
|||
| - |
(i) The number of options presented have been adjusted to reflect the effect of the 3:1 share consolidation that took place on May 4, 2022.
21
Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
18. Share-based compensation (continued)
The following table summarizes the share options outstanding as at September 30, 2022:
| Options outstanding | |||
|---|---|---|---|
| Weighted | |||
| average | |||
| Exercise | remaining contractual | ||
| Grant date | Number(i) | price | life (years) |
| $ | |||
| December 22, 2020 | 353,964 | 22.86 | 3.23 |
| February 5, 2021 | 10,533 | 24.30 | 3.35 |
| June 23, 2021 | 173,529 | 21.30 | 3.73 |
| August 16, 2021 | 49,898 | 16.89 | 3.88 |
| November 12, 2021 | 57,124 | 16.20 | 4.12 |
| June 30,2022 | 901,900 |
6.49 | 4.75 |
| 1,546,948 | 12.71 | 4.22 |
The number of options presented have been adjusted to reflect the effect of the 3:1 share consolidation that took place on May 4, 2022.
The options, when granted, are accounted for at their fair value determined by the Black-Scholes option pricing model based on the vesting period and on the following weighted average assumptions:
Dividend per share Expected volatility Risk-free interest rate Expected life Weighted average share price Weighted average fair value of options granted |
Nine months ended September 30, 2022 Year ended December 31, 2021 - - 64% 66% 3.2% 0.9% 48 months 45 months $6.49 $19.40 $3.30 $9.49 |
|---|---|
The expected volatility is estimated by benchmarking with companies having businesses similar to Osisko Development. The historical volatility of the common share price of these companies was used for benchmarking back from the date of grant and for a period corresponding to the expected life of the options.
The fair value of the share options is recognized as compensation expense over the vesting period. During the three and nine months ended September 30, 2022, the total share-based compensation related to share options granted under the Osisko Development’s plan amounted to $0.95 million and $2.2 million, respectively ($0.7 million and $1.5 million for the three and nine months ended September 30, 2021, respectively)
22
Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
18. Share-based compensation (continued)
Deferred and restricted share units (“DSU” and “RSU”)
The Company offers a DSU plan and a RSU plan, which allow DSU and RSU to be granted to directors, officers and employees as part of their long-term compensation package. All such plans are classified as equity-settled plans.
The following table summarizes information about the DSU and RSU movements:
| e following table summarizes information | about the DSU and RSU movements: | |
|---|---|---|
| September 30, 2022 | ||
| December 31, 2021 | ||
| DSU(i) RSU |
DSU(i) RSU |
|
| Balance – Beginning of period Granted Replacement RSU granted(ii) Settled Forfeited Balance – End of period(iii) Balance – Vested |
||
| 79,781 345,377 101,750 681,000 - - (10,883) (49,118) - (14,127) 170,648 963,132 68,898 - |
56,873 - |
|
| 22,908 199,649 - 152,816 - - - (7,088) |
||
| 79,781 345,377 |
||
| - - |
-
(i) Unless otherwise decided by the board of directors of the Company, the DSU vest the day prior to the next annual general meeting and are payable in common shares, cash or a combination of common shares and cash, at the sole discretion of the Company, to each director when he or she leaves the board or is not re-elected. The value of the payout is determined by multiplying the number of DSU expected to be vested at the payout date by the closing price of the Company’s shares on the day prior to the grant date. The fair value is recognized over the vesting period. On the settlement date, one common share will be issued for each DSU, after deducting any income taxes payable on the benefit earned by the director that must be remitted by the Company to the tax authorities.
-
(ii) Following the launch of Osisko Development, Osisko Gold Royalties and Osisko Development mutually agreed that a pro-rata portion of the outstanding long-term equity incentive compensation awarded by Osisko Gold Royalties to their employees that transferred to Osisko Development would be exchanged for restricted shares units of Osisko Development (“ Replacement RSU ”) and the related Osisko Gold Royalties RSUs would be cancelled. Accordingly, on June 1, 2021, 458,450 Replacement RSU were granted to officers and employees who held Osisko Gold Royalties RSUs that were cancelled. The maturity date is the same as the maturity date of the corresponding Osisko Gold Royalties RSUs cancelled. Replacement RSUs are payable in common shares, cash or a combination of common shares and cash, at the sole discretion of the Company.
-
The remaining RSUs granted vest and are payable in common shares, cash or a combination of common shares and cash, at the sole discretion of the Company, three years after the grant date, one half of which depends on the achievement of certain performance measures
-
(iii) The number of DSU/RSU presented have been adjusted to reflect the effect of the 3:1 share consolidation that took place on May 4, 2022.
The total share-based compensation expense related to the Osisko Development’s DSU and RSU plans for the three and nine months ended September 30, 2022 amounted to $1.2 million and $3 million, respectively ($1.3 million and $2 million for the three and nine months ended September 30, 2021, respectively).
Based on the closing price of the common shares at September 30, 2022 ($6.21), and considering a marginal income tax rate of 53.3%, the estimated amount that Osisko Development is expected to transfer to the tax authorities to settle the employees’ tax obligations related to the vested RSU and DSU to be settled in equity amounts to $0.2 million (nil as at December 31, 2021) and to $3.7 million based on all RSU and DSU outstanding ($2.8 million as at December 31, 2021).
23
Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
19. Cost of sales and other operating costs
| Three months ended September 30, Nine months ended September 30, |
Three months ended September 30, Nine months ended September 30, |
|
|---|---|---|
| 2022 2021 |
2021 | |
Salaries and benefits Share-based compensation Royalties Contract Services Raw materials and consumables Operational overhead and write-downs Depreciation |
($) 605 15 233 1,647 396 1,455 330 |
|
| 44,879 3,906 102,103 |
4,681 |
20. General and administrative expenses
| Three months ended September 30, Nine months ended September 30, |
Three months ended September 30, Nine months ended September 30, |
Three months ended September 30, Nine months ended September 30, |
|
|---|---|---|---|
| 2022 2021 |
2022 | 2021 | |
Salaries and benefits Share-based compensation Insurance Depreciation Transaction costs (Note 3) Other administrative expenses |
($) ($) ($) ($) 2,517 2,493 6,670 5,917 2,176 1,926 5,163 3,601 887 301 1,841 601 41 16 121 80 1,046 - 5,598 - 2,043 2,126 7,058 5,334 |
**($) ** | |
| 8,710 6,862 26,451 15,533 |
24
Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
21. Other income, net
| Three months ended September 30, Nine months ended September 30, |
Three months ended September 30, Nine months ended September 30, |
Three months ended September 30, Nine months ended September 30, |
|
|---|---|---|---|
| 2022 2021 |
2022 | 2021 | |
Interest income, net Foreign exchange gain (loss) Premium on flow-through shares Gain on disposal of assets Gain on deemed disposal of investment Other |
($) ($) ($) ($) 443 150 960 733 6,267 1,038 8,327 (546) - 2,600 914 5,868 - 153 - 153 - - 11,854 - 394 1,341 (775) 2,847 |
**($) ** | |
| 7,104 5,282 21,280 9,055 |
22. Loss per share
| Three months ended September 30, |
Three months ended September 30, |
Nine months ended September 30, |
|
|---|---|---|---|
| 2022 | 2021 | 2022 2021 |
|
| Net loss attributable to shareholders of the Company |
(103,731) | (31,745) | (127,563) (76,849) |
| Basic and diluted weighted average number of common shares outstanding |
75,615,861 | 44,401,077 | 59,810,489 46,096,908 |
| Net loss per share, basic and diluted |
(1.37) | (0.71) | (2.13) (1.68) |
The weighted average basic and diluted shares outstanding for all the periods presented have been adjusted to reflect the effect of the 3:1 share consolidation that took place on May 4, 2022.
Excluded from the calculation of the diluted loss per share are all common share purchase warrants and stock options, as their effect would be anti-dilutive.
25
Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
23. Supplementary cash flows information
| 23. Supplementary cash flows information | |||
|---|---|---|---|
| Three months ended September 30, Nine months ended September 30, |
|||
| 2022 2021 |
2022 | 2021 | |
Changes in non-cash working capital items Decrease (increase) in amounts receivable Decrease (Increase) in inventory Increase in other current assets Decrease in accounts payable and accrued liabilities |
($) ($) ($) ($) 1,675 2,549 870 (2,494) 15,383 762 9,438 (8,357) (5,694) 828 (8,723) (3,096) 1,996 (7,104) 1,881 2,070 |
**($) ** | |
| 13,360 (2,965) 3,466 (11,877) |
24. Fair value of financial instruments
The following table provides information about financial assets and liabilities measured at fair value in the consolidated statements of financial position and categorized by level according to the significance of the inputs used in making the measurements.
Level 1– Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2– Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and
Level 3–Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
September 30, 2022 |
||
|---|---|---|
| Level 1 Level 2 Level 3 Total |
||
| $ $ $ $ |
||
| **Recurring measurements ** | ||
| Financial assets at fair value through profit or loss | ||
| Convertible loan receivable | - - - - - - 109 109 - - - - 8,969 - - 8,969 22,408 - - 22,408 |
|
| Warrants on equity securities | ||
Publicly traded mining exploration and development companies Precious metals Other minerals |
||
| Financial assets at fair value through other | ||
comprehensive loss |
||
| Equity securities | ||
Publicly traded mining exploration and development companies Precious metals Other minerals |
||
| 31,377 - 109 31,486 |
26
Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
24. Fair value of financial instruments (continued)
December 31, 2021 |
||
|---|---|---|
| Level 1 Level 2 Level 3 Total |
||
| $ $ $ $ |
||
| **Recurring measurements ** | ||
| Financial assets at fair value through profit or loss | - - 6,339 6,339 - - 571 571 - - 42 42 35,714 - - 35,714 6,850 - - 6,850 |
|
| Convertible loan receivable | ||
| Warrants on equity securities | ||
Publicly traded mining exploration and development companies Precious metals Other minerals |
||
| Financial assets at fair value through other | ||
comprehensive loss |
||
| Equity securities | ||
Publicly traded mining exploration and development companies Precious metals Other minerals |
||
| 42,564 - 6,952 49,516 |
During the period ended September 30, 2022 and 2021 there were no transfers among Level 1, Level 2 and Level 3.
The following table presents the changes in the Level 3 investments (warrants and convertible loan) for the nine months ended September 30, 2022 and the year ended December 31, 2021:
| September 30, 2022 December 31, 2021 |
September 30, 2022 December 31, 2021 |
||
|---|---|---|---|
| $ $ 6,952 1,892 4,438 6,915 (117 ) (1,122) (10,827) - 49 300 (287) (15) (150) (1,018) 51 - |
|||
| Balance – Beginning of period | |||
| Acquisitions Warrants exercised Settlements (note 3) Change in fair value – warrants exercised(i) Change in fair value – expired(i) Change in fair value – held at the end of the year(i) Foreignexchange |
|||
| Balance – End ofperiod | 109 6,952 |
||
| (i) Recognized in the consolidated statements of loss under_other income, net_. |
The fair value of the financial instruments classified as Level 3 depends on the nature of the financial instruments.
27
Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
24. Fair value of financial instruments (continued)
The fair value of the warrants on equity securities of publicly traded mining exploration and development companies and the convertible debentures, classified as Level 3, is determined using the Black-Scholes option pricing model or discounted cash flows. The main non-observable input used in the model is the expected volatility. An increase/decrease in the expected volatility used in the models of 10% would lead to an insignificant variation in the fair value of the warrants as at September 30, 2022 and December 31, 2021.
25. Segmented information
The chief operating decision-maker organizes and manages the business under geographic operating segments, being the acquisition, exploration and development of mineral properties.
The assets related to the exploration, evaluation and development of mining projects are located in Canada, in Mexico, and in the USA and are detailed as follows as at September 30, 2022 and December 31, 2021:
| Other assets (non- current) Mining interest Property, plant and equipment Exploration and evaluation assets Total non-current assets Other assets (non- current) Mining interest Property, plant and equipment Exploration and evaluation assets Total non-current assets |
September 30, 2022 Canada Mexico USA Total |
|---|---|
| $ $ $ $ |
|
| 16,993 16,060 2,846 35,899 414,654 12,770 186,474 613,898 56,059 22,221 21,965 100,245 3,641 - 45,742 49,383 |
|
| 491,347 51,051 257,027 799,425 |
|
| December 31, 2021 Canada Mexico USA Total |
|
| $ $ $ $ |
|
| 3,767 12,484 - 16,251 394,329 81,292 - 475,621 61,520 22,192 - 83,712 3,635 - - 3,635 |
|
| 463,251 115,968 - 579,219 |
28
Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
25. Segmented information (continued)
| Canada Mexico USA Total $ $ $ $ For the three months ended September 30, 2022 Revenues 2,262 12,876 7,653 22,791 Cost of sales (2,262) (12,876) (8,297) (23,435) Other operating costs (19,564) (1,862) (18) (21,444) General and administrative expenses (7,425) (151) (1,134) (8,710) Exploration and evaluation (90) - - (90) Impairment of assets - (81,000) - (81,000) Segment operating loss (27,079) (83,013) (1,796) (111,888) For the three months ended September 30, 2021 Revenues 3,906 - - 3,906 Cost of sales (3,906) - - (3,906) General and administrative expenses (5,267) (1,595) - (6,862) Exploration and evaluation (307) (31) - (338) Impairment of assets (22,365) (10,955) - (33,320) Segment operating loss (27,939) (12,581) - (40,520) For the nine months ended September 30, 2022 Revenues 20,416 12,876 11,529 44,821 Cost of sales (20,416) (12,876) (11,519) (44,811) Other operating costs (43,826) (13,448) (18) (57,292) General and administrative expenses (23,153) (2,059) (1,239) (26,451) Exploration and evaluation (367) - - (367) Impairment of assets - (81,000) - (81,000) Segment operating loss (67,346) (96,507) (1,247) (165,100) For the nine months ended September 30, 2021 Revenues 4,681 - - 4,681 Cost of sales (4,681) - - (4,681) General and administrative expenses (12,617) (2,916) - (15,533) Exploration and evaluation (1,422) (96) - (1,518) Impairment of assets (58,417) (15,382) - (73,799) Segment operating loss (72,456) (18,394) - (90,850) |
Canada Mexico |
Canada Mexico |
USA Total |
|---|---|---|---|
| $ $ |
$ $ |
||
| 7,653 22,791 (8,297) (23,435) (18) (21,444) (1,134) (8,710) - (90) - (81,000) |
|||
| (27,079) (83,013) |
(1,796) (111,888) |
||
- 3,906 - (3,906) - (6,862) - (338) - (33,320) |
|||
| (27,939) (12,581) |
- (40,520) |
||
| 20,416 12,876 11,529 44,821 (20,416) (12,876) (11,519) (44,811) (43,826) (13,448) (18) (57,292) (23,153) (2,059) (1,239) (26,451) (367) - - (367) - (81,000) - (81,000) |
|||
| (67,346) (96,507) (1,247) (165,100) |
|||
4,681 - - 4,681 (4,681) - - (4,681) (12,617) (2,916) - (15,533) (1,422) (96) - (1,518) (58,417) (15,382) - (73,799) (72,456) (18,394) - (90,850) |
During the three and nine months ended September 30, 2021, other operating costs were $nil.
29