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Osisko Development Corp. — Interim / Quarterly Report 2023
Aug 8, 2023
45981_rns_2023-08-08_778d4059-730d-4092-8ade-e8ac54e69fbf.pdf
Interim / Quarterly Report
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OSISKO DEVELOPMENT CORP.
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Condensed Consolidated Financial Statements
For the three and six months ended June 30, 2023
Osisko Development Corp. Consolidated Statements of Financial Position As at June 30, 2023 and December 31, 2022 (Unaudited)
(Expressed in thousands of Canadian dollars)
| Notes Assets Current assets Cash and cash equivalents 4 Amounts receivable 5 Inventories 6 Other current assets Non-current assets Investments in associates 7 Other investments 7 Mining interests 8 Property, plant and equipment 9 Exploration and evaluation 10 Other assets 25 Liabilities Current liabilities Accounts payable and accrued liabilities 11 Lease liabilities Contract liability 14 Current portion of long-term debt 12 Environmental rehabilitation provision 15 Deferred consideration and contingent payments 13 Non-current liabilities Long term debt 12 Lease liabilities Contract liability 14 Environmental rehabilitation provision 15 Warrant liability 16 Deferred Consideration and contingent payments 13 Deferred income taxes Equity Share capital 17 Warrants 17 Contributed surplus Accumulated other comprehensive income Deficit |
June 30, 2023 $ 86,904 5,223 14 623 6,893 113,643 8,645 25,787 596,499 115,570 63,155 44,572 967,871 22,273 576 811 12,833 11,955 6,289 54,737 6,942 753 60,905 63,296 21,838 10,123 22,112 240,706 1,076,571 11,859 15,362 (12,304) (364,323) 727,165 967,871 |
December 31, 2022 |
|---|---|---|
| $ 105,944 11,046 17,641 6,621 |
||
| 141,252 8,833 33,819 580,479 111,696 55,126 36,994 |
||
| 968,199 | ||
| 31,106 1,208 941 4,663 9,738 3,386 |
||
| 51,042 12,256 962 54,252 66,032 16,395 13,252 23,574 |
||
| 237,765 | ||
| 1,032,786 1,573 12,857 7,166 (323,948) |
||
| 730,434 | ||
| 968,199 |
Going concern (Note 1)
APPROVED ON BEHALF OF THE BOARD
(signed) Sean Roosen, Director
(signed) , Charles Page, Director
The notes are an integral part of these condensed consolidated financial statements
2
Osisko Development Corp. Consolidated Statements of Loss For the three and six months ended June 30, 2023 and 2022 (Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
| Notes Revenues Operating expenses Cost of sales 19 Other operating costs 19 General and administrative 20 Exploration and evaluation, net of tax credits Operating loss Finance costs Share of loss of associates Change in fair value of warrant liability 16 Other income, net 21 Income (loss) before income taxes Income tax recovery (expense) Net loss Basic and diluted loss per share Weighted average number of shares outstanding-basic and diluted 22 |
Three months ended June 30, 2023 2022 $ $ 10,847 12,863 (11,407) (12,209) (3,476) (20,602) (10,548) (9,934) (233) (157) (14,817) (30,039) (5,562) (1,768) (76) (141) 3,164 19,381 3,751 12,588 (13,540) 21 222 (1,521) (13,318) (1,500) (0.16) (0.03) |
Three months ended June 30, 2023 2022 $ $ 10,847 12,863 (11,407) (12,209) (3,476) (20,602) (10,548) (9,934) (233) (157) (14,817) (30,039) (5,562) (1,768) (76) (141) 3,164 19,381 3,751 12,588 (13,540) 21 222 (1,521) (13,318) (1,500) (0.16) (0.03) |
Three months ended June 30, 2023 2022 $ $ 10,847 12,863 (11,407) (12,209) (3,476) (20,602) (10,548) (9,934) (233) (157) (14,817) (30,039) (5,562) (1,768) (76) (141) 3,164 19,381 3,751 12,588 (13,540) 21 222 (1,521) (13,318) (1,500) (0.16) (0.03) |
Six months ended June 30, 2023 2022 $ $ 14,299 22,030 (15,814) (21,376) (14,029) (35,848) (20,544) (17,739) (1,040) (277) (37,128) (53,210) (6,846) (2,215) (189) (472) (6,010) 19,381 12,567 14,174 (37,606) (22,342) 951 (1,490) (36,655) (23,832) (0.45) (0.46) |
Six months ended June 30, 2023 2022 $ $ 14,299 22,030 (15,814) (21,376) (14,029) (35,848) (20,544) (17,739) (1,040) (277) (37,128) (53,210) (6,846) (2,215) (189) (472) (6,010) 19,381 12,567 14,174 (37,606) (22,342) 951 (1,490) (36,655) (23,832) (0.45) (0.46) |
Six months ended June 30, 2023 2022 $ $ 14,299 22,030 (15,814) (21,376) (14,029) (35,848) (20,544) (17,739) (1,040) (277) (37,128) (53,210) (6,846) (2,215) (189) (472) (6,010) 19,381 12,567 14,174 (37,606) (22,342) 951 (1,490) (36,655) (23,832) (0.45) (0.46) |
|
|---|---|---|---|---|---|---|---|
| (30,039) (1,768) (141) 19,381 12,588 |
(37,128) (6,846) (189) (6,010) 12,567 |
||||||
| 21 (1,521) |
(37,606) 951 |
(22,342) (1,490) (23,832) (0.46) |
|||||
| (1,500) | (36,655) | ||||||
(0.03) |
(0.45) |
The notes are an integral part of these condensed consolidated financial statements.
3
Osisko Development Corp. Consolidated Statements of Comprehensive Loss For the three and six months ended June 30, 2023 and 2022 (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 (loss) 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 June 30, 2023 2022 $ $ (13,318) (1,500) (2,817) (1,513) - 12 - (294) (7,162) 2,860 (9,979) 1,065 (23,297) (435) |
Six months ended June 30, 2023 2022 $ $ (36,655) (23,832) (7,061) (1,874) - 33 - (294) (12,425) 3,244 (19,486) 1,109 (56,141) (22,723) |
|---|---|---|
The notes are an integral part of these condensed consolidated financial statements
4
Osisko Development Corp. Consolidated Statements of Cash Flows For the three and six months ended June 30, 2023 and 2022 (Unaudited)
(Expressed in thousands of Canadian dollars)
| Notes Operating activities Net loss Adjustments for: Share-based compensation Depreciation 18,19 Finance Costs Gain on deemed disposal of associate Share of loss of associates 7 Change in fair value of financial assets at fair value through profit and loss 7 Change in fair value of warrant liability Unrealized Foreign exchange gain Deferred income tax expense (recovery) Premium on flow-through shares Cumulative catch-up adjustment on contract liability Proceeds from contract liability Other Environmental rehabilitation obligations paid 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 Additions to Property, plant and equipment Additions to Exploration and evaluation expenses Proceeds on disposals of investments 7 Cash payments on deferred consideration and contingent payments Acquisition of Tintic, net of cash acquired Reclamation deposit Other Net cash flows used in investing activities Financing activities Proceeds from equity financings 17 Other issuance of common shares Share issue expense Capital payments on lease liabilities Long term debt 12 Repayment of long–term debt 12 Withholding taxes on settlement of restricted units Net cash flows (used) provided by financing activities Increase (decrease) in cash and cash equivalents before impact of exchange rate Effects of exchange rate changes on cash and cash equivalents Increase (decrease) in cash and cash equivalents Cash and cash equivalents – Beginning of period Cash and cash equivalents – end of period |
Three months ended June 30, 2023 2022 $ $ (13,318) (1,500) 2,322 1,316 2,833 3,867 5,562 767 - (11,854) 76 141 (31) 157 (3,164) (19,381) (3,750) (1,573) (222) 1,521 - (573) 82 - (1,100) - 1,625 2,188 (448) - (9,533) (24,924) (2,196) (10,266) (11,729) (35,190) (13,972) (15,265) (3,392) (5,705) (4,695) (681) 417 226 (334) - - (62,189) (24) (13,371) - (774) (22,000) (97,759) - 213,153 31 - (501) (3,712) (413) (907) 1,158 3,666 (1,520) (1,975) (337) - (1,582) 210,225 (35,311) 77,276 50 2,225 (35,261) 79,501 122,165 56,801 86,904 136,302 |
Six months ended June 30, 2023 2022 $ $ (36,655) (23,832) 4,398 3,197 6,404 7,314 6,846 1,214 - (11,854) 189 472 (31) 384 6,010 (19,381) (10,225) (2,097) (951) 1,490 - (914) 264 - (1,440) - 144 1,815 (953) - (26,000) (42,192) 1,432 (9,894) (24,568) (52,086) (24,585) (24,926) (11,434) (9,078) (9,710) (686) 1,002 21,281 (334) - - (66,627) (24) (13,371) - (1,038) (45,085) (94,445) 51,756 255,543 69 - (3,274) (7,238) (822) (5,899) 5,878 7,536 (2,798) (2,580) (337) - 50,472 247,362 (19,181) (100,831) 141 2,064 (19,040) 102,895 105,944 33,407 86,904 136,302 |
Six months ended June 30, 2023 2022 $ $ (36,655) (23,832) 4,398 3,197 6,404 7,314 6,846 1,214 - (11,854) 189 472 (31) 384 6,010 (19,381) (10,225) (2,097) (951) 1,490 - (914) 264 - (1,440) - 144 1,815 (953) - (26,000) (42,192) 1,432 (9,894) (24,568) (52,086) (24,585) (24,926) (11,434) (9,078) (9,710) (686) 1,002 21,281 (334) - - (66,627) (24) (13,371) - (1,038) (45,085) (94,445) 51,756 255,543 69 - (3,274) (7,238) (822) (5,899) 5,878 7,536 (2,798) (2,580) (337) - 50,472 247,362 (19,181) (100,831) 141 2,064 (19,040) 102,895 105,944 33,407 86,904 136,302 |
|---|---|---|---|
| $ (23,832) 3,197 7,314 1,214 (11,854) 472 384 (19,381) (2,097) 1,490 (914) - - 1,815 - |
|||
| (42,192) (9,894) |
|||
| (52,086) | |||
| (24,926) (9,078) (686) 21,281 - (66,627) (13,371) (1,038) |
|||
| (94,445) | |||
| 255,543 - (7,238) (5,899) 7,536 (2,580) - |
|||
| 247,362 | |||
| (100,831) | |||
| 2,064 | |||
| 102,895 33,407 |
|||
| 136,302 |
The notes are an integral part of these condensed consolidated financial statements
5
Osisko Development Corp. Consolidated Statements of Changes in Equity For the six months ended June 30, 2023 (Unaudited)
(Expressed in thousands of Canadian dollars except number of shares)
| Number of | Number of | **Accumulated ** |
|---|---|---|
| common | **other ** | |
| shares | Share Contributed **comprehensive ** |
|
| Notes outstanding |
capital Warrants surplus income(loss) Deficit Total |
|
| ($) ($) ($) ($) ($) ($) |
||
| Balance – January 1, 2023 17 |
75,629,849 - - - - 7,841,850 10,000 - - - - 29,693 44,466 83,555,858 |
1,032,786 1,573 12,857 7,166 (323,948) 730,434 - - - - (36,655) (36,655) - - - (19,486) - (19,486) |
| Net loss | ||
| Other comprehensive loss, net | ||
| Comprehensive loss | - - - (19,486) (36,655) (56,141) - - - 16 (16) - 45,545 6,211 - - - 51,756 75 - - - - 75 (2,988) (408) - - - (3,396) - 4,483 - - (4,483) - - - 2,197 - - 2,197 - - 2,397 - - 2,397 180 - - - - 180 973 - (2,089) - 779 (337) |
|
| Transfer of realized loss on financial assets at fair value through other comprehensive loss, net of taxes |
||
| Bought deal financing 17 |
||
| Shares issued to Williams Lake First Nation 17 |
||
| Share issue expense 17 |
||
| Change in fair value related to warrants modification 17 |
||
| Share-based compensation | ||
| −Share options | ||
| −Restricted and deferred share units |
||
| Shares issued - employee share purchase plan |
||
| Share issued from RSU/DSU redemption |
||
| Balance – June 30, 2023 | 1,076,571 11,859 15,362 (12,304) (364,323) 727,165 |
6
The notes are an integral part of these consolidated financial statements.
Osisko Development Corp. Consolidated Statements of Changes in Equity For the six months ended June 30, 2022 (Unaudited)
(Expressed in thousands of Canadian dollars except number of shares)
| Number of | **Accumulated ** | |
|---|---|---|
| common | **other ** | |
| shares | Share Contributed **comprehensive ** |
|
| outstanding | capital Warrants surplus income (loss) Deficit Total |
|
| ($) ($) ($) ($) ($) ($) |
||
| Balance – January 1, 2022 | 44,400,854 | 714,373 6,436 6,764 (143,371) 584,202 |
| Net loss | - | - - - - (23,832) (23,832) |
| Other comprehensive loss | - | - - - 1,109 - 1,109 |
| Comprehensive income | - | - - - 1,109 (23,832) (22,723) |
| Transfer of realized loss on financial assets at fair value through other comprehensive income, net of taxes |
- - - (11,752) 11,752 - |
|
| - | ||
| Private placements – Brokered | 7,752,917 | 101,873 1,628 - - - 103,501 |
| Private placements – Non-Brokered | 11,363,933 | 112,201 - - - - 112,201 |
| Share-issue costs | - | (6,182) (55) - - - (6,237) |
| Share-based compensation | ||
| −Share options | - | - - 1,399 - - 1,399 - - 2,029 - - 2,029 254 - - - - 254 109,657 - - - - 109,657 608 - (1,320) - 406 (306) |
| −Restricted and deferred share units | - | |
| Shares issued - employee share purchase plan | ||
| 17,113 | ||
| Shares issued on Acquisition of Tintic | ||
| 12,049,449 | ||
| Share issued from RSU/DSU Redemption |
- | |
| Balance – June 30, 2022 | 75,584,266 | 1,032,784 1,573 8,544 (3,879) (155,045) 883,977 |
7
The notes are an integral part of these consolidated financial statements.
Osisko Development Corp. Notes to the Condensed Consolidated Financial Statements For the three and six months ended June 30, 2023 and 2022 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
1. Nature of operations and going concern
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 America. The common shares of Osisko Development began trading under the symbol ODV on the TSX Venture Exchange (“ TSX-V ”) on December 2, 2020 and on the New York Stock Exchange (“ NYSE ”) on May 27, 2022. 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 the Trixie test mine in the USA.
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 retroactively 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 retroactively for the 3:1 share consolidation unless noted otherwise.
On June 30, 2023, the former parent Company, Osisko Gold Royalties ( OGR ) held an interest of 44.1% (compared to 44.1% as at December 31, 2022) in Osisko Development Corp. Effective September 30, 2022, following certain changes made to OGR’s investment agreement with Osisko Development, it was determined that OGR no longer controlled Osisko Development.
The principal subsidiaries of the Company and their geographic locations at June 30, 2023 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% |
These condensed consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due. In assessing whether the going concern assumption is appropriate, Management takes into account all available information about the future, which is at least, but not limited to twelve months from the end of the reporting period. As at June 30, 2023, the Company’s working capital was $58.9 million, which included cash and cash equivalent balance of $86.9 million. The Company also has an accumulated deficit of $364.3 million and incurred a loss of $36.7 million for the six month period ending June 30, 2023.
The working capital position as at June 30, 2023 will not be sufficient to meet the Company’s obligations, commitments and forecasted expenditures up to the period ending June 30, 2024. Management is aware, in making its assessment, of material uncertainties related to events and conditions that may cast a substantial doubt upon the Company's ability to continue as a going concern as described in the preceding paragraph, and accordingly, the appropriateness of the use of accounting principles applicable to a going concern. These condensed consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities, expenses and financial position classifications that would be necessary if the going concern assumption was not appropriate. These adjustments could be material.
The Company’s ability to continue future operations and fund its planned activities is dependent on Management’s ability 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. While Management has been successful in securing financing in the past, there can be no assurance that it will be able to do so in the future or that these sources of funding or initiatives will be available to the Company or that they will be available on terms which are acceptable to the Company. If Management is unable to obtain new funding, the Company may be unable to continue its operations, and amounts realized for assets might be less than the amounts reflected in these condensed consolidated financial statements.
8
Osisko Development Corp. Notes to the Condensed Consolidated Financial Statements For the three and six months ended June 30, 2023 and 2022 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
2. Basis of presentation and Statement of compliance
These condensed interim consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board (“ IASB ”) (“ IFRS ”) and as applicable to the preparation of interim financial statements, including IAS 34 Interim Financial Reporting . Accordingly, certain disclosures included in the annual financial statements prepared in accordance with IFRS have been condensed or omitted and these condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2022. The accounting policies, methods of computation and presentation applied in the preparation of these 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 August 8, 2023.
3. New accounting standards and policies
New accounting policy
Cash and cash equivalents include cash on hand and short-term highly liquid investments with an initial maturity of three months or less that are readily convertible to known amounts of cash and which are exposed to an insignificant risk of changes in value.
New accounting standards and amendments
The following pronouncements to existing accounting standards were effective on January 1, 2023:
-
Amendment to IAS 12 Income taxes requires companies to recognize deferred tax on particular transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences.
-
Narrow scope amendment to IAS 1 Presentation of Financial Statements to improve accounting policy disclosures.
-
Narrow scope amendment to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors to distinguish changes in accounting estimates from changes in accounting policies.
No material impact was identified in connection with the adoption of these amendments.
New accounting standards, amendments and interpretations not yet adopted
The Company has not yet adopted certain standards, interpretations to existing standards and amendments which have been issued but have an effective date of later than December 31, 2023. Some of these updates are not expected to have any significant impact on the Company and are therefore not discussed herein.
Classification of liabilities as current or non-current (Amendments to IAS 1)
The IASB has published amendments to IAS 1 ( Classification of liabilities as current or non- current and non-current liabilities with covenants ) which clarify the guidance on whether a liability should be classifies as either current or non-current. The amendments:
-
Clarify that the classification of liabilities as current or non-current should only be based on rights that are in place “at the end of the reporting period”;
-
Clarify that classification is unaffected by intentions or expectations about whether an entity will exercise its right to defer settlement of a liability; and
-
Make clear that settlement includes transfers to the counterparty of cash, equity instruments, other assets or services that result in extinguishment of the liability.
In addition, the IASB confirmed that only covenants with which an entity must comply on or before the reporting date affect the classification of a liability as current or non-current. Covenants with which an entity must comply within twelve months of the reporting date (“ Future Covenants ”) do not affect a liability’s classification at the reporting date. However, when non-current liabilities are subject to Future Covenants, entities will need to disclose information in the notes that enables users of the
9
Osisko Development Corp. Notes to the Condensed Consolidated Financial Statements For the three and six months ended June 30, 2023 and 2022 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
condensed consolidated financial statements to understand the risk that the liability could become repayable within twelve months of the reporting date.
The amendments to IAS 1 are effective for annual periods beginning on or after January 1, 2024 and should be applied retrospectively in accordance with IAS 8. The adoption of the amendments to IAS 1 is expected to impact the classification of the Warrant liability from non-current to current liability.
4. Cash and cash equivalents
As at June 30, 2023 and December 31 2022, the consolidated cash and cash equivalents position was as follows:
| June 30, 2023 December 31, 2022 |
June 30, 2023 December 31, 2022 |
|
|---|---|---|
| $ | $ | |
| Cash and cash equivalents held in Canadian dollars Cash and cash equivalents held in U.S. dollars Cash and cash equivalents held in U.S. dollars (Canadian equivalent) Cash held and cash equivalents in Mexican Pesos Cash held and cash equivalents in Mexican Pesos (Canadian equivalent) Total cash and cash equivalents |
31,545 32,444 41,798 54,242 55,341 73,465 234 565 18 35 |
|
| 86,904 105,944 |
5. Amounts receivable
| June 30, 2023 December 31, 2022 |
||
|---|---|---|
| $ $ 2,833 1,777 1,578 8,360 420 889 185 20 207 - |
||
| Trade receivables | ||
| Exploration tax credits | ||
| Sales taxes | ||
| Interest income receivable | ||
| Other | ||
| 5,223 11,046 |
10
Osisko Development Corp. Notes to the Condensed Consolidated Financial Statements For the three and six months ended June 30, 2023 and 2022 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
6. Inventories
| June 30, 2023 December 31, 2022 |
|||
|---|---|---|---|
| $ $ 3,792 5,943 3,413 2,616 2,607 4,451 414 37 4,397 4,594 |
|||
| Ore in stockpiles | |||
| Tailings | |||
| Gold-in-circuit inventory | |||
| Refined precious metals | |||
| Supplies and other | |||
| 14,623 17,641 |
|||
| **Total 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.
7. Investments in associates and other investments
Investments in associates
| Investments in associates | |
|---|---|
| June 30, 2023 December 31, 2022 |
|
| $ $ |
|
| Balance – Beginning of period | 8,833 12,964 |
| Transfer to Other investments | - (15,344) |
| Share of loss and comprehensive loss, net | (188) (641) |
| Gainondeemed disposal(i) | - 11,854 |
| Balance – End of period | 8,645 8,833 |
(i) In 2022, the gain on deemed disposal is related to an investment in an associate that was transferred to other assets as the Company has considered that it has lost its significant influence over the investee.
11
Osisko Development Corp. Notes to the Condensed Consolidated Financial Statements For the three and six months ended June 30, 2023 and 2022 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
Other investments
| Other investments | Other investments | |
|---|---|---|
| June 30, 2023 December 31, 2022 |
||
| Fair value through profit or loss (warrants & convertible loan) Balance – Beginning of period Acquisitions Exercises |
$ $ 18 6,952 - 4,438 - (117) - (10,827) 31 (480) - 52 |
|
| Balance – Beginning of period | ||
| Acquisitions Exercises |
||
| Acquisition of Tintic | ||
| Change in fair value Foreignexchange |
||
| 49 18 |
||
| Balance–End of period | ||
| Fair value through other comprehensive income (shares) | 33,801 42,564 - 329 (1,002) (22,585) (7,061) (1,849) - 15,342 |
|
| Balance – Beginning of period | ||
| Acquisitions Disposals Change in fair value Transfer from associates |
||
| Balance–End of period | 25,738 33,801 |
|
| Total | 25,787 33,819 |
Other investments comprise of common shares and warrants, almost exclusively from publicly traded companies.
12
Osisko Development Corp. Notes to the Condensed Consolidated Financial Statements For the three and six months ended June 30, 2023 and 2022 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
8. Mining interests
| June 30, 2023 December 31, 2022 |
June 30, 2023 December 31, 2022 |
||
|---|---|---|---|
| $ | $ | ||
| Cost – Beginning of period Acquisition of Tintic Additions Mining tax credit Asset retirement obligation Depreciation capitalized Share-based compensation capitalized Impairment Other adjustments Currency translation adjustments |
583,669 | 475,621 | |
| - | 169,175 | ||
| 17,223 | 49,297 | ||
| 152 | (6,404) | ||
| (586) | 9,248 | ||
| 2,224 | 1,141 | ||
| 154 530 |
|||
| - | (140,000) | ||
| - | 5,579 | ||
| (1,994) | 19,482 | ||
| Cost – End of period | 600,842 583,669 |
||
| 3,190 - 697 2,964 456 226 4,343 3,190 600,842 583,669 (4,343) (3,190) |
|||
| Accumulated depreciation – Beginning of period | 3,190 | ||
| Depreciation | 697 | ||
| Currencytranslation adjustments | 456 | ||
| Accumulated depreciation – End of period | |||
| Cost | |||
| Accumulated depreciation | |||
| 596,499 580,479 |
|||
| Net book value |
OGR and through its wholly owned subsidiaries, 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 and Tintic properties. 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.
==> picture [503 x 146] intentionally omitted <==
13
Osisko Development Corp. Notes to the Condensed Consolidated Financial Statements For the three and six months ended June 30, 2023 and 2022 (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 |
June 30, 2023 |
December 31, 2022 |
|
|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | |
| Cost– Beginning of period | 27,980 | 80,208 |
23,721 |
131,909 |
93,241 |
| Acquisition of Tintic | - | - | - | - | 13,054 |
| Additions | 608 | 6,859 |
3,175 |
10,642 | 29,409 |
| Disposals | - | (127) | (101) | (228) | (1,351) |
| Write-off | (108) | (31) | - | (139) | (5,455) |
| Other adjustments | (220) | (92) | - |
(312) | (896) |
| Transfers | 1,923 | 690 | (2,613) |
- | - |
| Currency translation | |||||
| adjustments | (176) | 1,395 | 1,083 | 2,302 | 3,907 |
| Cost – End ofperiod | 30,007 | 88,902 |
25,265 |
144,174 |
131,909 |
| Accumulated depreciation – | |||||
| Beginning of period | 4,468 | 15,745 |
- |
20,213 | 9,529 |
| Depreciation | 1,508 | 6,249 |
- |
7,757 | 12,869 |
| Disposal | - | (19) | - | (19) | (192) |
| Write-off | (13) | (19) |
- | (32) | (2,687) |
| Currency translation | |||||
| adjustments | 19 | 666 |
- |
685 | 694 |
| Accumulated depreciation – | |||||
| End ofperiod | 5,982 | 22,622 |
- |
28,604 | 20,213 |
| Net book value | 24,025 | 66,280 | 25,265 | 115,570 | 111,696 |
Property, plant and equipment includes right-of-use assets with a net carrying value of $3.5 million as at June 30, 2023 ($3.8 million as at December 31, 2022).
14
Osisko Development Corp. Notes to the Condensed Consolidated Financial Statements For the three and six months ended June 30, 2023 and 2022 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
10. Exploration and evaluation
| 10. Exploration and evaluation | |
|---|---|
June 30, 2023 December 31, 2022 |
|
| Net book value - Beginning of period | ($) ($) 55,126 3,635 - 38,508 9,052 10,786 300 80 - (460) (1,323) 2,577 |
| Acquisition of Tintic | |
| Additions | |
| Depreciation capitalized | |
| Other adjustments | |
| Currency translationadjustments | |
| Net book value – End ofperiod | 63,155 55,126 |
| Cost | 163,362 155,333 |
| Accumulated impairment | (100,207) (100,207) |
| Net book value – End of period | 63,155 55,126 |
11. Accounts payable and accrued liabilities
| June 30, 2023 |
December 31, 2022 |
|
|---|---|---|
| $ 12,265 4,034 - 5,974 |
$ 18,057 5,005 716 7,328 |
|
| Trade payables | ||
| Other payables | ||
| Income taxes payable | ||
| Accruedliabilities | ||
| 22,273 | 31,106 | |
15
Osisko Development Corp. Notes to the Condensed Consolidated Financial Statements For the three and six months ended June 30, 2023 and 2022 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
12. Long-term debt
| ong-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 |
June 30, 2023 |
December 31, 2022 ($ ) |
|
| ($ ) 16,919 5,878 (2,798) (224) |
|||
| 3,764 | |||
| 17,772 | |||
| (4,860) | |||
| 243 | |||
| 19,775 | 16,919 | ||
| 12,833 6,942 |
|||
| 4,663 | |||
| 12,256 | |||
| 19,775 | 16,919 |
13. Deferred consideration and contingent payments
| Deferred consideration and contingent payments | |||
|---|---|---|---|
| Balance – Beginning of period Additions Interest Repayment Foreign exchange Balance – End of period Current portion of deferred consideration and contingent payments Non-current portion of deferred consideration and contingent payments |
June 30, 2023 |
December 31, 2022 ($ ) |
|
| ($ ) 16,638 - 483 (334) (375) |
|||
| - | |||
| 15,209 | |||
| 577 | |||
| - | |||
| 952 | |||
| 16,412 | 16,638 | ||
| 6,289 10,123 |
|||
| 3,386 | |||
| 13,252 | |||
| 16,412 | 16,638 |
16
Osisko Development Corp. Notes to the Condensed Consolidated Financial Statements For the three and six months ended June 30, 2023 and 2022 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
14. Contract liability
On November 20, 2020, the Company’s wholly owned subsidiary Sapuchi completed a gold and silver stream agreement with Osisko Bermuda Ltd, a subsidiary of OGR, 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 September 26, 2022, Tintic completed a metals stream agreement with Osisko Bermuda Ltd, for US$20 million ($26.1 million).
Under the terms of the stream agreement, Osisko Bermuda Ltd will receive 2.5% of the refined metal production from Tintic until 27,150 ounces of refined gold have been delivered, and thereafter Osisko Bermuda Ltd will receive 2.0% of the refined metal production from Tintic. Osisko Bermuda Ltd will make ongoing cash payments to Tintic equal to 25% of the applicable spot metal price on the business day immediately preceding the date of delivery for each ounce of refined metal delivered pursuant to the stream agreement. The interest rate used to calculate the accretion on the contract liability’s financing component is 5%.
The movement of the contract liability is as follows:
June 30, 2023 |
December 31, 2022 |
|
|---|---|---|
| Balance – Beginning of period | ($) 55,193 |
($) 24,820 26,112 (2,792) 7,377 (4,362) 4,038 55,193 941 54,252 55,193 |
| Deposits | - | |
| Proceeds from contract liability | (1,474) | |
| Accretion on the contract liability’s financing component | 4,926 | |
| Cumulative catch-up adjustment | 255 | |
| Currencytranslation adjustment | 2,796 | |
| Balance – End ofperiod | 61,716 | |
| Current liabilities | 811 | |
| Non-currentliabilities | 60,905 | |
| 61,716 |
Under IFRS 15, the stream agreements are considered to have a significant financing component. The Company therefore records notional non-cash interest.
17
Osisko Development Corp. Notes to the Condensed Consolidated Financial Statements For the three and six months ended June 30, 2023 and 2022 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
15. Environmental rehabilitation provision
| June 30, 2023 December 31, 2022 ($) ($) 75,770 53,236 - 4,599 489 22,353 (2,425) (5,637) 1,440 3,223 (956) (3,409) 933 1,405 75,251 75,770 11,955 9,738 63,296 66,032 75,251 75,770 |
June 30, 2023 December 31, 2022 ($) ($) 75,770 53,236 - 4,599 489 22,353 (2,425) (5,637) 1,440 3,223 (956) (3,409) 933 1,405 75,251 75,770 11,955 9,738 63,296 66,032 75,251 75,770 |
||
|---|---|---|---|
| Balance – Beginning of period | |||
Acquisition of Tintic |
|||
| New liabilities | |||
| Revision of estimates | |||
| Accretion expense | |||
| Settlement of liabilities / payment of liabilities | |||
| Currency translationadjustment | |||
| Balance – End ofperiod | |||
| 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 June 30, 2023, the estimated inflation-adjusted undiscounted cash flows required to settle the environmental rehabilitation amounts to $88.2 million. The weighted average actualization rate used is 4.50% and the disbursements are expected to be made between 2023 and 2030 as per the current closure plans.
16. Warrant Liability
The Company completed a non-brokered private placement, issuing non-brokered subscription receipts on May 27, 2022, each non-brokered subscription receipt holder received one unit comprised of one common share and one common share purchase warrant, upon the listing of Osisko Development’s common shares on the NYSE. Each warrant entitling the holder to purchase one additional common share at a price of USD$18.00 per common share for a period of 5 years from the date of issue. On March 17, 2023, the Company received the required approvals to reduce the exercise price of the common share purchase warrants issued in 2022 under the non-brokered private placements from US$18.00 to US$10.70.
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. 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 .
18
Osisko Development Corp. Notes to the Condensed Consolidated Financial Statements For the three and six months ended June 30, 2023 and 2022 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
| June 30, | December 31, |
||
|---|---|---|---|
| 2023 | 2022 |
||
| $ | $ | ||
| Fair value through profit or loss (warrants) | |||
| Balance – Beginning of period | 16,395 | - |
|
| Additions | - | 39,841 |
|
| Change in fair value | 6,010 | (25,008) |
|
| Foreign exchange | (567) | 1,562 | |
| Balance–End of period | 21,838 | 16,395 |
|
| For the period ended June 30, 2023, the Company recognized an unrealized gain of $3.2 million on the fair value adjustment | |||
| of the warrant liability. |
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:
| June 30, | December 31, | |
|---|---|---|
| 2023 | 2022 | |
| Dividend per share | - | - |
| Expected volatility | 66.3% | 69.0% |
| Risk-free interest rate | 4.16% | 4.00% |
| Expected life | 3.9 years | 4.4 years |
| Exercise price (USD) | $10.70 | $18.00 |
| Share price (USD) | $4.59 | $4.30 |
17. Share capital and warrants
Shares
Authorized: unlimited number of common shares, without par value
Issued and fully paid: 83,555,858 common shares
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.
2023 Bought Deal Financing
On March 2, 2023, the Company completed a public offering on a bought deal basis issuing 7,841,850 units at a price of $6.60 per unit for aggregate gross proceeds of $51.8 million (the “Bought Deal Financing”). Each 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 $8.55 per common share for a period of 3 years following the closing date of the Bought Deal Financing. The fair value of the warrants issued was evaluated using the residual method and were valued at $6.2 million. Share issue expense
related to the Bought Deal Financing amounted to $3.4 million of which $3.2 million were paid during the six months ended June 30, 2023 and have been allocated against the common shares and warrants issued.
19
Osisko Development Corp. Notes to the Condensed Consolidated Financial Statements For the three and six months ended June 30, 2023 and 2022 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
Participation Agreement with Williams Lake First Nation
On March 2, 2023, the Company issued 10,000 common shares in accordance with the terms of a participation agreement dated June 10, 2022 with Williams Lake First Nation relating to the Company’s Cariboo Gold Project. The fair value of the common shares issued is calculated with reference to the share price of the Company’s common shares.
Warrants
The following table summarizes the Company’s movements for the warrants outstanding:
| June 30, 2023 December 31, 2022 |
June 30, 2023 December 31, 2022 |
|
|---|---|---|
| Weighted | Weighted | |
| Number of Warrants average exerciseprice Number of Warrants(iii) average exerciseprice |
||
| $ $ |
||
| Balance – Beginning of period Issued – Brokered private placement Issued – Non-brokered private placement(i) Issued– Bought deal financing(ii) |
24,046,640 17.86 4,929,791 30.00 - - 7,752,917 22.80 - - 11,363,932 13.53 7,841,850 8.55 |
|
| - - |
||
| - - |
||
| 7,841,850 8.55 |
||
| Balance – End of period | 31,888,490 15.57 24,046,640 17.86 |
The warrants have a maturity date of Dec 1, 2023, March 2, 2026 and March 2, 2027
(i) Exercise price of warrants issued in non-brokered private placement is in USD.
(ii) On March 17, 2023, the Company received the required approvals to reduce the exercise price of the common share purchase warrants issued in 2022 under the brokered and non-brokered private placements. The exercise price to purchase one additional common share was reduced from $22.80 to $14.75 for the brokered private placement and from US$18.00 to US$10.70 for the non-brokered private placements.
The increase in fair value of the amended share purchase warrants classified as equity instruments was estimated to $4.5 million and recorded directly in the Deficit, considering the fair value of the original warrants left at the date of the modification, using the Black-Scholes option pricing model based on the following assumptions:
Dividend per share - Expected volatility 66% Risk-free interest rate 2.9% Expected life 4 years Share price $6.20
(iii) The number of options presented for 2022 have been adjusted to reflect the effect of the 3:1 share consolidation that took place on May 4, 2022
20
Osisko Development Corp. Notes to the Condensed Consolidated Financial Statements For the three and six months ended June 30, 2023 and 2022 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
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:
June 30, 2023 |
|||
|---|---|---|---|
| December 31, 2022 | |||
| Weighted average Number of options exercise price |
Weighted | ||
| average | |||
| Number of | exercise |
||
| options(i) | price | ||
| $ 1,812,450 11.52 697,841 1,202,400 6.59 1,245,400 (130,219) 9.56 (130,791) |
$ | ||
| Balance – Beginning of period | 21.21 | ||
| Granted | 6.43 |
||
| Forfeited | 14.74 |
||
| Balance – End of period Options exercisable – End of period |
2,884,631 9.56 1,812,450 |
||
| 11.52 | |||
| 522,507 13.70 205,229 |
|||
| 21.32 |
(i) The number of options presented for 2022 have been adjusted to reflect the effect of the 3:1 share consolidation that took place on May 4, 2022.
The following table summarizes the share options outstanding as at June 30, 2023:
| Grant date Exerciseprice |
Options outstanding Number Weighted average remaining contractual life (years) |
Options exercisable |
|---|---|---|
| Number Weighted average remaining contractual life (years) |
||
| $ December 22, 2020 22.86 February 5, 2021 24.30 June 23, 2021 21.30 August 16, 2021 16.89 November 12, 2021 16.20 June 30, 2022 6.49 November 18, 2022 6.28 April 3, 2023 6.59 |
331,665 2.48 10,533 2.60 160,952 2.98 36,199 3.13 42,082 3.37 815,500 4.00 298,700 4.39 1,189,000 4.76 |
112,051 2.48 3,511 2.60 108,001 2.98 12,067 3.13 15,044 3.37 271,833 4.00 - - - - |
| 9.56 | 2,884,631 4.10 |
522,507 3.42 |
21
Osisko Development Corp. Notes to the Condensed Consolidated Financial Statements For the three and six months ended June 30, 2023 and 2022 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
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 |
June 30, 2023 - 66% 3.2% 48 months $6.59 $3.43 |
December 31, 2022 |
|---|---|---|
| - | ||
| 64% | ||
| 3.3% | ||
| 47 months | ||
| $6.43 | ||
| $3.27 |
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 six months ended June 30, 2023, the total share-based compensation related to share options granted under the Osisko Development’s plan amounted to $1.4 million and $2.2 million, respectively ($0.6 million and $1.5 million for the three and six months ended June 30, 2022, respectively)
Deferred and restricted share units (“DSU” and “RSU”)
The following table summarizes information about the DSU and RSU movements:
| June 30, 2023 | ||
|---|---|---|
| December 31, 2022 | ||
| DSU RSU |
DSU(i) RSU |
|
| Balance – Beginning of period Granted Settled Forfeited Balance – End of period(iii) Balance – Vested |
||
| 206,426 1,054,194 99,170 261,900 - (95,459) - (48,930) 305,596 1,171,705 206,426 - |
79,781 345,377 |
|
| 137,528 794,500 (10,883) (49,118) - (36,565) |
||
| 206,426 1,054,194 |
||
| 68,898 - |
(i) The number of DSU/RSU presented for 2022 have been adjusted to reflect the effect of the 3:1 share consolidation that took place on May 4, 2022.
(ii) 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.
22
Osisko Development Corp. Notes to the Condensed Consolidated Financial Statements For the three and six months ended June 30, 2023 and 2022 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
The total share-based compensation expense related to the Osisko Development’s DSU and RSU plans for the three and six months ended June 30, 2023 amounted to $2.3 million ($0.8 million and $2.0 million for the three and six months ended June 30, 2022, respectively).
Based on the closing price of the common shares at June 30, 2023 ($6.11), 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 $ .06 million ($.02 million as at December 31, 2022) and to $4.8 million based on all RSU and DSU outstanding ($3.9 million as at December 31, 2022)
19. Cost of sales and other operating costs
| 19. Cost of sales and other operating costs | |||
|---|---|---|---|
| Three months ended June 30, Six months ended June 30, |
|||
| 2023 2022 |
2023 | 2022 | |
| Salaries and benefits Share-based compensation Royalties Contract Services Raw materials and consumables Operational overhead and write-downs Depreciation |
($) ($) ($) ($) 3,974 5,321 5,705 9,005 91 87 174 198 108 522 413 980 2,560 11,226 5,965 21,083 2,158 4,764 5,313 9,391 3,188 7,072 5,996 9,367 2,804 3,819 6,277 7,200 |
**($) ** | |
| 14,883 32,811 29,843 57,224 |
23
Osisko Development Corp. Notes to the Condensed Consolidated Financial Statements For the three and six months ended June 30, 2023 and 2022 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
20. General and administrative expenses
| Three months ended June 30, Six months ended June 30, |
Three months ended June 30, Six months ended June 30, |
|
|---|---|---|
| 2023 2022 2023 |
2022 | |
| Salaries and benefits Share-based compensation Insurance Depreciation |
($) ($) ($) ($) 3,674 2,785 7,252 4,153 2,219 1,231 4,212 2,987 1,606 724 3,043 956 48 40 127 80 - 2,664 - 4,727 1,804 1,552 3,566 2,190 492 47 820 66 705 892 1,524 2,580 |
|
| Transaction costs | ||
| Legal and other Consulting fees NYSE and TSX Other administrative expenses |
||
| 10,548 9,934 20,544 17,739 |
21. Other income, net
| Three months ended June 30, Six months ended June 30, |
Three months ended June 30, Six months ended June 30, |
|
|---|---|---|
| 2023 2022 2023 |
2022 | |
| Interest income, net Foreign exchange gain (loss) Premium on flow-through shares Gain on deemed disposal of investment Other |
($) ($) ($) ($) 1,113 434 2,371 517 2,520 1,691 9,077 2,059 - 573 - 914 - 11,854 - 11,854 118 (1,964) 1,119 (1,170) |
|
| 3,751 12,588 12,567 14,174 |
24
Osisko Development Corp. Notes to the Condensed Consolidated Financial Statements For the three and six months ended June 30, 2023 and 2022 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
22. Loss per share
| Three months ended | Six months ended | ||
|---|---|---|---|
| June 30, | June 30, | ||
| 2023 2022 |
2023 2022 |
||
| Net loss attributable to shareholders of the Company |
(13,318) (1,500) |
(36,655) (23,832) |
|
| Basic and diluted weighted average number of |
82,612,806 58,050,887 |
80,862,552 51,776,819 |
|
| common shares outstanding | |||
| Net loss per share, basic and diluted |
(0.16) (0.03) |
(0.45) (0.46) |
The weighted average basic and diluted shares outstanding for 2022 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.
23. Supplementary cash flows information
| Three months ended June 30, Six months ended June 30, |
Three months ended June 30, Six months ended June 30, |
Three months ended June 30, Six months ended June 30, |
|
|---|---|---|---|
| 2023 2022 |
2023 | 2022 | |
| 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 |
($) ($) ($) ($) (510) (1,019) 7,089 (805) 629 472 1,322 (5,945) (817) (2,024) 158 (3,029) (1,498) (7,695) (7,137) (115) |
**($) ** | |
| (2,196) (10,266) 1,432 (9,894) |
25
Osisko Development Corp. Notes to the Condensed Consolidated Financial Statements For the three and six months ended June 30, 2023 and 2022 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
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).
| June 30, 2023 | ||
|---|---|---|
| Level 1 Level 2 Level 3 Total |
||
| $ $ $ $ |
||
| **Recurring measurements ** | ||
| Financial assets at fair value through profit or loss | - - - - - - 49 49 - - - - 8,928 - - 8,928 16,810 - - 16,810 |
|
| 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 |
||
| 25,738 - 49 25,787 |
26
Osisko Development Corp. Notes to the Condensed Consolidated Financial Statements For the three and six months ended June 30, 2023 and 2022 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
December 31, 2022 |
December 31, 2022 |
|
|---|---|---|
Level 1 Level 2 Level 3 Total |
||
$ $ $ $ **Recurring measurements ** |
||
| Financial assets at fair value through profit or loss Convertible loan receivable - - - - Warrants on equity securities Publicly traded mining exploration and development companies Precious metals - - 18 18 Other minerals - - - - Financial assets at fair value through other comprehensive loss Equity securities Publicly traded mining exploration and development companies Precious metals 9,537 - - 9,537 Other minerals 24,264 - - 24,264 |
||
| 33,801 - 18 33,819 |
During the period ended June 30, 2023 and 2022 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 three months ended June 30, 2023 and the year ended December 31, 2022:
June 30, 2023 and the year ended December 31, 2022: |
June 30, 2023 and the year ended December 31, 2022: |
||
|---|---|---|---|
| June 30, 2023 December 31, 2022 |
|||
| $ $ 18 6,952 - 4,438 - (117) - (10,827) 31 49 - (287) - (241) - 51 |
|||
| Balance – Beginning of period | |||
| Acquisitions Warrants exercised Acquisition of Tintic 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) Foreign exchange |
|||
| Balance – End ofperiod | 49 18 |
||
| (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.
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Osisko Development Corp. Notes to the Condensed Consolidated Financial Statements For the three and six months ended June 30, 2023 and 2022 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
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 June 30, 2023 and December 31, 2022.
Financial instruments not measured at fair value on the consolidated statements of financial position
Financial instruments that are not measured at fair value on the consolidated statement of financial position are represented by cash and cash equivalents, trade receivables, amounts receivable from associates and other receivables, notes receivable, accounts payable and accrued liabilities and long-term debt. The fair values of cash and cash equivalents, trade receivables, amounts receivable from associates and other receivables, accounts payable and accrued liabilities and short-term debt approximate their carrying values due to their short-term nature. The carrying value of the long-term debt approximates its fair value given that its interest rates are similar to the rates the Company would obtain under similar conditions at the reporting date.
25. Segmented information
The chief operating decision-maker organizes and manages the business under geographic 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 June 30, 2023 and December 31, 2022:
June 30, 2023
| Other assets (non-current) Mining interest Property, plant and equipment Exploration and evaluation assets Total non-current assets (Excluding investments) |
Canada Mexico USA Total |
|---|---|
| $ $ $ $ |
|
| 20,604 20,174 3,794 44,572 382,437 20,161 193,901 596,499 61,174 22,086 32,310 115,570 3,653 - 59,502 63,155 |
|
| 467,868 62,421 289,507 819,796 |
| Other assets (non-current) Mining interest Property, plant and equipment Exploration and evaluation assets Total non-current assets (Excluding investments) |
December 31, 2022 Canada Mexico USA Total |
|---|---|
| $ $ $ $ |
|
| 16,252 17,485 3,257 36,994 372,061 16,822 191,596 580,479 63,655 21,688 26,353 111,696 3,653 - 51,473 55,126 |
|
| 455,621 55,995 272,679 784,295 |
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Osisko Development Corp. Notes to the Condensed Consolidated Financial Statements For the three and six months ended June 30, 2023 and 2022 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
| For the three months ended June 30, 2023 Revenues Cost of Sales Other operating costs General and administrative expenses Exploration and evaluation Operating Gain (Loss) For the three months ended June 30, 2022 Revenues Cost of Sales Other operating costs General and administrative expenses Exploration and evaluation Operating Gain (Loss) |
Canada Mexico USA Total $ $ $ $ 2,462 3,288 5,097 10,847 (1,959) (4,558) (4,890) (11,407) (5,849) 2,400 (27) (3,476) (8,491) (639) (1,418) (10,548) (204) (29) - (233) |
|---|---|
| (14,041) 462 (1,238) (14,817) |
|
| 8,987 - 3,876 12,863 (8,987) - (3,222) (12,209) (16,890) (3,712) - (20,602) (9,069) (758) (107) (9,934) (128) (29) - (157) (26,087) (4,499) 547 (30,039) |
| For the six months ended June 30, 2023 Revenues Cost of Sales Other operating costs General and administrative expenses Exploration and evaluation Operating Gain (Loss) For the six months ended June 30, 2022 Revenues Cost of Sales Other operating costs General and administrative expenses Exploration and evaluation Operating Gain (Loss) |
Canada Mexico USA Total $ $ $ $ 3,137 5,977 5,185 14,299 (2,633) (7,079) (6,102) (15,814) (13,323) (406) (300) (14,029) (16,344) (1,363) (2,837) (20,544) (945) (95) - (1,040) (30,108) (2,966) (4,054) (37,128) 18,154 - 3,876 22,030 (18,154) - (3,222) (21,376) (24,262) (11,586) - (35,848) (15,726) (1,908) (105) (17,739) (212) (65) - (277) |
|---|---|
| (40,200) (13,559) 549 (53,210) |
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Osisko Development Corp. Notes to the Condensed Consolidated Financial Statements For the three and six months ended June 30, 2023 and 2022 (Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
26. Subsequent event
On July 6, 2023, the Company announced that in connection with the terms of the Company’s previously-completed acquisition in May 2022 of a 100% ownership interest in the Tintic project, it has satisfied the first of five deferred payments to the sellers. Deferred consideration of US$2,5000,000 was satisfied by an amount of US$250,000 ($334,400) paid in cash in June 2023 and an amount of US$2,250,000 ($2,986,425) settled by the issuance of 454,026 common shares on July 5, 2023.
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