0001102624-15-001296.txt : 20150814 0001102624-15-001296.hdr.sgml : 20150814 20150813191254 ACCESSION NUMBER: 0001102624-15-001296 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20150630 FILED AS OF DATE: 20150814 DATE AS OF CHANGE: 20150813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Jaguar Mining Inc CENTRAL INDEX KEY: 0001333849 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 980396253 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33548 FILM NUMBER: 151052125 BUSINESS ADDRESS: STREET 1: 67 YONGE STREET STREET 2: SUITE 1203 CITY: TORONTO STATE: A6 ZIP: M5E 1J8 BUSINESS PHONE: 647-494-5524 MAIL ADDRESS: STREET 1: 67 YONGE STREET STREET 2: SUITE 1203 CITY: TORONTO STATE: A6 ZIP: M5E 1J8 6-K 1 jaguar6k.htm JAGUAR MINING INC. 6-K jaguar6k.htm
 


 

 
FORM 6-K
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under the
Securities Exchange Act of 1934
 
 
For the month of August 2015
 
Commission File Number 001-33548
 
 
JAGUAR MINING INC.
 
 
67 Yonge Street, Suite 1203
Toronto, Ontario, Canada M5E 1J8
(Address of principal executive offices.)
 
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
 
Form 20-F x
Form 40-F o
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
 
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
 
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
 
 

 
 

 
 
 
EXHIBIT INDEX
 
Exhibit Number
 
Description of Exhibit
     
 
Interim Financial Statements/Report
 
MD&A
 
52-109FV2 - Certification of Interim Filings - CEO
 
52-109FV2 - Certification of Interim Filings - CFO
 

 
 
 

 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
JAGUAR MINING INC.
 
       
Date: August 13, 2015
By:
/s/ Derrick Weyrauch                                                       
 
   
Name: Derrick Weyrauch
 
   
Title: Chief Financial Officer
 
       
 

 


EX-99.1 2 exh99_1.htm EXHIBIT 99.1 exh99_1.htm
 


Exhibit 99.1
 


 


Logo


Jaguar Mining Inc.

Condensed Interim Consolidated Financial Statements

For the three and six months ended

June 30, 2015 and 2014

(Unaudited)
 

 

 
 

 

 
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Unaudited and expressed in thousands of US dollars)
 
Consolidated Statement of Financial Position
           
         
     
June 30,
   
December 31,
 
     
2015
   
2014
 
ASSETS
             
Current assets
             
Cash and cash equivalents
    $ 4,776     $ 7,161  
Inventory
Note 4
    14,155       19,175  
Recoverable taxes
Note 5
    3,570       10,614  
Other accounts receivable
      810       747  
Prepaid expenses and advances
      2,542       1,639  
Derivatives
      598       -  
Total Current Assets
      26,451       39,336  
Non-current assets
                 
Property, plant and equipment
Note 6
    64,666       63,773  
Mineral exploration projects
Note 7
    68,781       68,544  
Recoverable taxes
Note 5
    16,629       21,368  
Other assets
      2,968       2,243  
Total assets
    $ 179,496     $ 195,264  
                   
LIABILITIES AND SHAREHOLDERS' EQUITY
                 
Current liabilities
                 
Accounts payable and accrued liabilities
Note 8
  $ 16,403     $ 16,049  
Notes payable
Note 9
    23,522       29,413  
Reclamation provisions
Note 10
    2,430       1,202  
Derivatives
      -       197  
Other provisions and liabilities
Note 11
    22,418       16,605  
Total Current Liabilities
      64,773       63,466  
Non-current liabilities
                 
Notes payable
Note 9
    1,403       1,538  
Deferred income taxes
      9,834       8,338  
Other taxes payable
      102       101  
Reclamation provisions
      17,916       20,172  
Other liabilities
      49       61  
Total liabilities
    $ 94,077     $ 93,676  
                   
SHAREHOLDERS' EQUITY
                 
Capital Stock
Note 12
    434,469       434,465  
Stock options
Note 12
    620       525  
Deferred shares units
Note 12
    1,128       965  
Contributed surplus
      18,768       18,666  
Deficit
      (370,164 )     (352,836 )
Hedging Reserve
Note 12
    598       (197 )
Total shareholders' equity
      85,419       101,588  
Financial liabilities and other commitments
                 
Total liabilities and shareholders' equity
    $ 179,496     $ 195,264  

 
Going Concern
Note 2
 
       
 
On behalf of the Board:
   
   (signed) “Richard Falconer” (signed) “George M. Bee”  
 
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
 

 
1

 
 
 
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the three and six months ended June 30, 2015 and 2014
(Unaudited and expressed in thousands of US dollars)
 
Consolidated Statement of Income
                         
     
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
     
2015
   
2014
   
2015
   
2014
 
                           
Gold Sales
    $ 22,820     $ 31,044     $ 51,567     $ 62,143  
Cost of sales
Note 14
    (16,808 )     (23,274 )     (36,941 )     (44,610 )
Depletion and amortization
      (3,233 )     (7,339 )     (9,637 )     (16,015 )
Gross profit
      2,779       431       4,989       1,518  
                                   
Exploration and evaluation costs
      29       81       78       120  
Care and maintenance costs (Paciencia mine)
      292       520       576       1,126  
Stock-based compensation
      180       697       364       742  
General and administration expenses
      3,067       3,037       5,348       7,074  
Restructuring fees
      -       7,059       -       9,966  
Amortization
      238       268       481       538  
Adjustment to legal and VAT provisions
Note 15
    1,075       3,704       8,845       7,724  
Other operating expenses
      429       1,504       1,355       2,753  
Operating loss
      (2,531 )     (16,439 )     (12,058 )     (28,525 )
                                   
Foreign exchange loss (gain)
      1,708       (837 )     (216 )     (1,819 )
Financial instruments gain
      (618 )     (265,293 )     (38 )     (265,293 )
Finance costs
      1,059       2,382       2,183       7,201  
Other non-operating expenses (recoveries)
      (13 )     (104 )     (40 )     (262 )
Loss before income taxes
      (4,667 )     247,413       (13,947 )     231,648  
Current income tax expense
      13       983       685       1,331  
Deferred income tax expense (recovery)
      (297 )     (216 )     2,696       (571 )
Total income tax expense (recovery)
      (284 )     767       3,381       760  
Net income (loss)
      (4,383 )     246,646       (17,328 )     230,888  
Other comprehensive income (loss)
      138       (495 )     795       (808 )
Total comprehensive income (loss)
      (4,245 )     246,151       (16,533 )     230,080  
                                   
Earnings per share
                                 
Income (loss) per share
                                 
Basic
Note 13
  $ (0.04 )   $ 2.92     $ (0.16 )   $ 5.37  
Diluted
Note 13
  $ (0.04 )   $ 2.91     $ (0.16 )   $ 5.35  
Weighted average shares outstanding
                                 
Basic
      111,115,182       84,490,087       111,115,182       42,975,643  
Diluted
      111,115,182       84,875,160       111,115,182       43,169,243  
                                   
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
                                 

 
 
2

 

 
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three and six months ended June 30, 2015 and 2014
(Unaudited and expressed in thousands of US dollars)
 
Consolidated Statement of Cash Flows
                       
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2015
   
2014
   
2015
   
2014
 
OPERATING ACTIVITIES
                       
Net income (loss) for the period
  $ (4,383 )   $ 246,646     $ (17,328 )   $ 230,887  
Adjusted for non-cash items
                               
Unrealized foreign exchange gain
    (614 )     (963 )     (2,497 )     (3,266 )
Stock-based compensation expense
    180       697       364       742  
Interest expense
    673       1,939       1,472       6,302  
Accretion of interest expense
    386       443       711       899  
Deferred income tax expense (recovery)
    (297 )     (216 )     2,696       (571 )
Depletion and amortization
    3,471       7,607       10,118       16,553  
Loss on disposition of property, plant and equipment
    1       45       23       53  
Write-down of inventory
    -       1,483       32       2,387  
Provision for VAT and other taxes
    (465 )     2,026       645       4,764  
Legal provisions
    1,540       (1,678 )     8,200       (2,960 )
Gain on debt forgiveness
    -       (265,566 )     -       (265,566 )
Loss on Renvest ammendment
    -       400       -       400  
Unrealized gain on derivatives and option component of notes
    -       (8 )     -       (8 )
Reclamation expenditure
    (85 )     (96 )     (244 )     (331 )
      407       (7,241 )     4,192       (9,715 )
Adjusted for changes in non-cash operating assets and liabilities
                               
Inventory
    (570 )     (1,569 )     2,379       (3,078 )
Other accounts receivable
    723       690       826       2,505  
Recoverable taxes
    1,221       (449 )     10,906       (779 )
Prepaid expenses and other assets
    (2,878 )     (1,185 )     (2,517 )     (630 )
Accounts payable and accrued liabilities
    2,377       (1,546 )     416       986  
Taxes payable
    (1 )     172       -       517  
Other provisions
    359       3,083       (2,387 )     4,754  
Net cash provided by operating activities
    1,638       (8,045 )     13,815       (5,440 )
                                 
FINANCING ACTIVITIES
                               
Share issuance
    -       50,000       -       50,000  
Repayment of debt
    (4,500 )     (10,600 )     (7,700 )     (10,600 )
Increase in debt
    1,300       -       1,300       -  
Decrease in restricted cash
    -       -       -       109  
Interest paid
    (555 )     (1,703 )     (1,273 )     (2,517 )
Other liabilities
    14       8       (12 )     18  
Net cash used in financing activities
    (3,741 )     37,705       (7,685 )     37,010  
                                 
INVESTING ACTIVITIES
                               
Mineral exploration projects
    (136 )     (220 )     (237 )     (408 )
Purchase of property, plant and equipment
    (3,060 )     (5,015 )     (8,340 )     (9,151 )
Proceeds from disposition of property, plant and equipment
    4       225       41       256  
Net cash used in investing activities
    (3,192 )     (5,010 )     (8,536 )     (9,303 )
                                 
Effect of exchange rate changes on cash and cash equivalents
    (187 )     (345 )     21       32  
Net increase (decrease) in cash and cash equivalents
    (5,482 )     24,305       (2,385 )     22,299  
Cash and cash equivalents at the beginning of the period
    10,258       7,009       7,161       9,015  
Cash and cash equivalents at the end of the period
  $ 4,776     $ 31,314     $ 4,776     $ 31,314  
                                 
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
                               

 
 
3

 
 
 
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For the six months ended June 30, 2015 and 2014
(Unaudited and expressed in thousands of US dollars)
 
 
   
Common Shares
   
Stock Options
   
Deferred Shares Units
                         
   
Shares
   
Amount
   
Options
   
Amount
   
Units
   
Amount
   
Contributed Surplus
   
Deficit
   
Hedging Reserve1
   
Total Equity (Deficiency)
 
                                                             
Balance as at January 1, 2014
    86,396,356     $ 371,077       1,604,028     $ 917       -       -     $ 17,638       (483,699 )     508     $ (93,559 )
Share consolidation
    (85,396,429 )     -       -       -       -       -       -       -       -       -  
Shares issued
    110,111,111       77,591       -       -       -       -       -       -       -       77,591  
Shares issued cost
    -       (14,203 )     -       -       -       -       -       -       -       (14,203 )
Options cancelled
    -       -       (1,604,028 )     (917 )     -       -       1,028       -       -       111  
Stock options
    -       -       1,994,735       106       -       -       -       -       -       106  
Deferred shares units
    -       -       -       -       1,500,566       573       -       -       -       573  
Other comprehensive income
    -       -       -       -       -       -       -       -       (808 )     (808 )
Net loss
    -       -       -       -       -       -       -       230,887       -       230,887  
Balance as at June 30, 2014
    111,111,038     $ 434,465       1,994,735     $ 106       1,500,566     $ 573     $ 18,666     $ (252,812 )   $ (300 )   $ 200,698  
                                                                                 
Balance as at January 1, 2015
    111,111,038     $ 434,465       2,679,735     $ 525       1,600,566     $ 965     $ 18,666     $ (352,836 )   $ (197 )   $ 101,588  
Shares issued
    25,000       4       -       -       -       -       (4 )     -       -       -  
Stock options
    -       -       -       137       -       -       -       -       -       137  
Options cancelled
    -       -       (400,000 )     (42 )     -       -       42       -       -       -  
Deferred shares cancelled
    -       -       -       -       (100,000 )     (64 )     64       -       -       -  
Deferred shares units
    -       -       -       -       -       227       -       -       -       227  
Realized gain on statement of operations
    -       -       -       -       -       -       -       -       -       -  
Other comprehensive loss
    -       -       -       -       -       -       -       -       795       795  
Net loss
    -       -       -       -       -       -       -       (17,328 )     -       (17,328 )
Balance as at June 30, 2015
    111,136,038     $ 434,469       2,279,735     $ 620       1,500,566     $ 1,128     $ 18,768     $ (370,164 )   $ 598     $ 85,419  

1. Hedging reserve Note 12(d)
 
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
 
 
 
4

 
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2015 and 2014
 
(Unaudited and expressed in thousands of US dollars)

1.
Nature of business and basis of preparation:

Jaguar Mining Inc. (the “Company” or “Jaguar”) is a corporation continued under the Business Corporations Act (Ontario) engaged in the acquisition, exploration, development and operation of gold producing properties in Brazil. The address of the Company’s registered office is 67 Yonge Street, Suite 1203, Toronto, Ontario, M5E 1J8, Canada.

These condensed interim consolidated financial statements of the Company as at and for the three and six months ended June 30, 2015 include the accounts of the Company and its wholly-owned subsidiaries: Mineração Serras do Oeste Ltda. (“MSOL”), Mineração Turmalina Ltda. (“MTL”) and MCT Mineração Ltda. (“MCT”). All significant intercompany accounts and transactions have been eliminated on consolidation.

These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting (“IAS 34”) as issued by the International Accounting Standards Board (“IASB”).  These condensed interim consolidated financial statements do not include all annual disclosures as required by International Financial Reporting Standards (“IFRS”) and should be read in connection with the Company’s December 31, 2014 audited annual financial statements.

The condensed interim consolidated financial statements were authorized for issue by the Board of Directors on August 13, 2015.
 
2.
Going Concern
 
These condensed interim consolidated financial statements have been prepared on a going concern basis which assumes that the Company will continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business as they become due.

The Company has reported an operating loss for the three and six months ended June 30, 2015. The Company considers that the near term economic outlook presents challenges in terms of commodity prices as well as input costs. Whilst the Company has instituted measures to preserve cash, improve operations and is seeking to secure additional financing, these circumstances create uncertainties over future results and cash flows.

The Company had a working capital deficiency of $38.3 million as at June 30, 2015.  As per the terms of the senior secured credit agreement with Global Resource Fund (“Renvest”), the Company was obligated to make a scheduled $1.0 million principal payment on July 28, 2015, which has been, upon agreement between the parties, postponed to August 28, 2015. The Company has engaged in and continues to be in discussions with Renvest about financing and Credit Agreement matters.

The Company will need to obtain additional financing in order to meet its near-term operating cash requirements, debt payments and sustaining capital expenditures.  There is no assurance that the Company’s financing initiatives will be successful or sufficient.

The business of mining and exploring for minerals involves a high degree of risk and there can be no assurance that current operations or exploration programs will result in profitable mining operations. This fact, along with the factors discussed in the preceding paragraphs results in a material uncertainty that casts substantial doubt as to the Company’s ability to continue to operate as a going concern. The recoverability of the carrying value of property, plant and equipment and mineral exploration projects is dependent upon the success of the above operating, exploration and financing activities and the future gold price. Changes in future conditions could require material write-downs of the carrying value of property, plant and equipment and mineral exploration projects.

If the going concern assumption was not appropriate for these consolidated financial statements, then adjustments would be necessary to the carrying value of assets and liabilities, the reported expenses, and the statement of financial position classifications used, and such adjustments could be material.
 
 
 
5

 
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2015 and 2014
 
(Unaudited and expressed in thousands of US dollars)
 

3.
Significant accounting policies:

The accounting policies applied in these condensed interim consolidated financial statements are consistent with those used in the Company’s annual audited consolidated financial statements for the year ended December 31, 2014.

 
a)
Future accounting policy changes issued but not yet in effect:

The following are new pronouncements approved by the IASB. The following new standards are not yet effective and have not been applied in preparing these financial statements, however, they may impact future periods.

IFRS 9 Financial Instruments - In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments, bringing together the classification and measurement, impairment and hedge accounting phases of the IASB’s project to replace IAS 39 Financial Instruments: Recognition and Measurement. The mandatory effective date of IFRS 9 would be annual periods beginning on or after January 1, 2018, with early adoption permitted. The impact of IFRS 9 on the Company’s financial instruments has not yet been determined.

IFRS 15 Revenue from Contracts with Customers was issued by IASB in May 2014.  It specifies how and when an IFRS reporter will recognize revenue as well as requiring such entities to provide users of financial statements with more informative, relevant disclosures. The standard provides a single, principles based five-step model to be applied to all contracts with customers. IFRS 15 is effective for annual reporting periods beginning on or after January 1, 2018. The impact of IFRS 15 on the Company’s consolidated financial statements has not yet been determined.
 
4.
Inventory:

Inventory is composed of the following:
 
   
June 30,
   
December 31,
 
 
 
2015
   
2014
 
Raw material
  $ 2,574     $ 2,524  
Mine operating supplies
    5,339       6,472  
Ore in stockpiles
    70       258  
Gold in process
    2,411       3,664  
Unrefined gold at refinery
    2,137       4,456  
Finished goods (gold bullion)
    1,624       1,801  
Total Inventory
  $ 14,155     $ 19,175  
 
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2015
   
2014
   
2015
   
2014
 
Inventory amounts recorded in production costs
  $ 16,843     $ 23,435     $ 36,968     $ 46,724  
Inventory amounts recorded in depletion and amortization
    3,233       7,339       9,637       16,015  
 
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2015
   
2014
   
2015
   
2014
 
Inventory write down
  $ -     $ 1,483     $ 32     $ 2,387  
 
 
 
6

 
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2015 and 2014
 
(Unaudited and expressed in thousands of US dollars)
 
 
5.
Recoverable taxes:

   
December 31, 2014
   
Additions/Reversals
   
Accretion
   
Tax refunded
   
Applied to taxes payable
   
Foreign exchange
   
June 30,
2015
 
Value added taxes and other1
  $ 26,659     $ 3,346     $ -     $ (7,378 )   $ (3,663 )   $ (4,716 )   $ 14,248  
Provision for VAT and other2
    (7,515 )     (646 )     537       -       -       1,260       (6,364 )
Net VAT and other taxes
  $ 19,144     $ 2,700     $ 537     $ (7,378 )   $ (3,663 )   $ (3,456 )   $ 7,884  
                                                         
ICMS3
  $ 15,086     $ 1,930     $ -     $ -     $ (58 )   $ (2,478 )   $ 14,480  
Reserve for ICMS3
    (2,248 )     (123 )     -       -       -       206       (2,165 )
Net ICMS
  $ 12,838     $ 1,807     $ -     $ -     $ (58 )   $ (2,272 )   $ 12,315  
Total recoverable taxes
  $ 31,982     $ 4,507     $ 537     $ (7,378 )   $ (3,721 )   $ (5,728 )   $ 20,199  
                                                         
Less: current portion
    10,614                                               3,570  
Non-current portion
  $ 21,368                                             $ 16,629  
                                                         
Receivable from sales of
 ICMS tax credits 4
  $ 889                                             $ 872  
 
1)
The Company is required to pay certain taxes in Brazil that are based on purchases of consumables and property, plant and equipment. These taxes are recoverable from the Brazilian tax authorities through various methods, including as cash refund or as a credit against current taxes payable.
 
2)
The Company records a provision against its recoverable taxes given limited methods available to recover such taxes and the length of time it will take to recover such taxes. The provision reduces the net carrying amount of value added taxes and other taxes to their estimated present value based on the manner and timing of expected recovery, discounted at the Brazilian Central Bank’s Selic rate.
 
During 2014, the Company initiated procedures to obtain approval and/or refund of R$29.1 million of Federal VAT (‘Value Added Tax’) input tax credits with respect to the years 2009 through 2011 for MTL. Following an extensive audit process, in February 2015, 81.6% of the input tax credits were approved for refund. 29.7% of the approved amount was applied as a credit to reduce other federal taxes payable for prior years, while R$16.7 million (approximately $6.0 million) was refunded in cash.
 
3)
ICMS – Imposto sobre circulação de mercadorias e prestação de serviços is a type of value added tax which can either be sold to other companies (usually at a discount rate of approximately 13%) or be used to purchase specified machinery and equipment. The ICMS credits can only be realized in the state where they were generated; in the case of Jaguar, in the State of Minas Gerais, Brazil.
 
4)
Recorded as part of Other aseets is $872,000 related to ICMS tax credits sold to and still receivable from other companies (December 31, 2014 - $889,000).

 
 
7

 
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2015 and 2014
 
(Unaudited and expressed in thousands of US dollars)

 
6.
Property, plant and equipment (“PP&E”):
 
   
Plant
   
Vehicles
   
Equipment
   
Leasehold1
   
CIP2
   
Mining properties
   
Total
 
Cost
                                         
Balance as at January 1, 2015
  $ 13,495     $ 11,522     $ 229,701     $ 2,380     $ 2,476     $ 353,616     $ 613,190  
Additions
    -       3       1,114       -       203       7,142       8,462  
Disposals
    -       -       (94 )     -       -       (319 )     (413 )
Reclassify within PP&E
    (30 )     -       -       -       30       -       -  
Balance as at June 30, 2015
  $ 13,465     $ 11,525     $ 230,721     $ 2,380     $ 2,709     $ 360,439     $ 621,239  
                                                         
Balance as at January 1, 2014
  $ 15,717     $ 13,793     $ 230,879     $ 2,380     $ 3,150     $ 333,731     $ 599,650  
Additions
    -       449       3,182       -       2,351       21,667       27,649  
Disposals
    (3,755 )     (2,797 )     (5,429 )     -       (346 )     -       (12,327 )
Transfer from assets held for sale
    1,533       77       1,069       -       (2,679 )     -       -  
Reclassify within PP&E
    -       -       -       -       -       (1,782 )     (1,782 )
Balance as at December 31, 2014
  $ 13,495     $ 11,522     $ 229,701     $ 2,380     $ 2,476     $ 353,616     $ 613,190  
                                                         
Accumulated amortization and impairment
                                                 
Balance as at January 1, 2015
  $ 11,277     $ 9,234     $ 202,443     $ 1,923     $ 1,142     $ 323,398     $ 549,417  
Amortization for the period
    342       350       3,260       232       -       3,321       7,505  
Impairment loss
    -       -       -       -       -       -       -  
Disposals
    -       -       (29 )     -       -       (320 )     (349 )
Balance as at June 30, 2015
  $ 11,619     $ 9,584     $ 205,674     $ 2,155     $ 1,142     $ 326,399     $ 556,573  
                                                         
Balance as at January 1, 2014
  $ 10,891     $ 9,575     $ 132,766     $ 1,459     $ -     $ 289,007     $ 443,698  
Amortization for the year
    923       1,842       16,308       464       -       10,756       30,293  
Impairment loss
    3,275       50       58,740       -       1,142       23,635       86,842  
Disposals
    (3,812 )     (2,233 )     (5,371 )     -       -       -       (11,416 )
Balance as at December 31, 2014
  $ 11,277     $ 9,234     $ 202,443     $ 1,923     $ 1,142     $ 323,398     $ 549,417  
                                                         
Carrying amounts
                                                       
As at June 30, 2015
  $ 1,846     $ 1,941     $ 25,047     $ 225     $ 1,567     $ 34,040     $ 64,666  
As at December 31, 2014
  $ 2,218     $ 2,288     $ 27,258     $ 457     $ 1,334     $ 30,218     $ 63,773  
Refers to leasehold improvements in corporate office in Brazil.
                                         
Refers to Construction in progress.
                                         

 
 
8

 
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2015 and 2014
 
(Unaudited and expressed in thousands of US dollars)


7.
Mineral exploration projects:

   
Gurupi
   
Turmalina
   
Caeté
   
Pedra Branca
   
Total
 
Balance as at January 1, 2015
  $ 68,139     $ -     $ -     $ 405     $ 68,544  
Additions
    237       -       -       -       237  
Balance as at June 30, 2015
  $ 68,376     $ -     $ -     $ 405     $ 68,781  
                                         
Balance as at January 1, 2014
  $ 67,494     $ -     $ -     $ 391     $ 67,885  
Additions
    645       -       314       14       973  
Reclass from PP&E
    -       -       1,782       -       1,782  
Impairment loss
    -       -       (2,096 )     -       (2,096 )
Balance as at December 31, 2014
  $ 68,139     $ -     $ -     $ 405     $ 68,544  
 
8.
Accounts payable and accrued liabilities:
 
   
June 30,
   
December 31,
 
   
2015
   
2014
 
Accounts payable (suppliers)
  $ 10,023     $ 9,212  
Accrued payroll
    6,157       6,483  
Interest payable
    10       72  
Other
    213       282  
Total accounts payable and accrued liabilities
  $ 16,403     $ 16,049  
 
9.
Notes payable:

   
June 30,
2015
   
December 31,
2014
 
Notes payable - current portion
           
Bank indebtedness
  $ 14,553     $ 14,954  
Vale note (a)
    706       458  
Renvest credit facility (b)
    8,263       14,001  
      23,522       29,413  
Notes payable - non-current portion
               
Vale note (a)
    1,403       1,538  
      1,403       1,538  
                 
Total notes payable
  $ 24,925     $ 30,951  

 
 
9

 
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2015 and 2014
 
(Unaudited and expressed in thousands of US dollars)

 
a)
Vale note

The Vale note was generated in 2008, by the purchase of mineral rights regarding the Caeté Project for $13.3 million (“Vale Purchase Agreement”). Payment under the Vale Purchase Agreement was subject to satisfaction of certain conditions including perfection of the transfer of the mineral rights before the Departamento Nacional de Produção Mineral (“DNPM”).  During 2010, the Company paid $3.2 million.  In November 2014 the agreement was amended whereby the Company agreed to waive certain mineral rights expected to be transferred under the purchase agreement as they had not been duly conveyed.  Accordingly, the outstanding indebtedness amount was reduced from $9.0 million to $3.0 million, payable in twelve installments of $250,000, maturing December and July of every year, until fully paid in 2020.  The first installment was paid in December 2014. The balance outstanding as at June 30, 2015 was $2.8 million ($2.8 million as at December 31, 2014).
 
b)
Renvest Credit Facility:

The features of the Renvest credit facility A and B are as follows:

Facility A:

This facility, in the amount of $5.0 million, includes a conversion feature whereby the holder can convert the debt into common shares of the Company at the greater of $200.0 million divided by the total number of fully diluted issued and outstanding common shares and Cdn$0.91. This conversion feature meets the accounting definition of a derivative instrument.

The Company performed a valuation of this feature to determine its fair value at inception and subsequently revalued it on June 30, 2015.  As at June 30, 2015 there is $nil recorded as current liability ($3,000 as at December 31, 2014). The change in the fair value for the three and six months ended June 30, 2015, in the amount of $nil and 3,000, respectively, was recorded as a gain on conversion option embedded in convertible debt as financial instruments gain in the consolidated statements of operations and comprehensive income (loss) (three and six months ended June 30, 2014 - $8,000).

The estimated fair value of the derivative liability is classified as level 2 and was determined using the Black-Scholes model, with the following assumptions:

Black-Scholes model
 
Assumptions
 
Remaining contractual life
 
0.5 year
 
Interest rate
    11 %
Volatililty
    70 %
Risk free rate
    0.64 %
Share price
  $ 0.15  
Conversion price
  $ 1.78  
 
This facility bears interest at 11% per annum and matures on December 31, 2015.

Facility B:

This non-revolving facility was originally in the amount of $25.0 million of which $10.0 million was repaid in April 2014.

This facility bears interest at 11% per annum, repayable $1.0 million plus accrued interest per month, commencing July 2014 and matures on December 31, 2015.

Security for Facility A and Facility B is provided by security agreements comprising all the Company’s and its subsidiaries’ present and future assets, the shares of the Company’s subsidiaries and loan guarantees by the Company’s subsidiaries. Facility A and Facility B require among other things that the Company adhere to specific financial covenants.  As at June 30, 2015, the Company was in compliance with these covenants.

 
 
10

 
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2015 and 2014
 
(Unaudited and expressed in thousands of US dollars)
 

10.
Reclamation provision

   
December 31,
2014
   
Additions (Reversals)
   
Accretion
   
Payments
   
Foreign exchange
   
June 30,
 2015
 
Reclamation provision
  $ 21,374     $ 126     $ 1,135     $ (244 )   $ (2,045 )   $ 20,346  
                                                 
Less: current portion
    1,202                                       2,430  
Non-current portion
  $ 20,172                                     $ 17,916  
 
The reclamation provisions relate to the cost to reclaim land that has been disturbed as a result of mining activity. The estimated future cash flows have been discounted using the Brazilian Selic rate of 12.62% and the inflation rate used to determine future expected cost ranges from 4.4% to 9.0% per annum.
 
11.
Other provisions and contingent liabilities:

Various legal, environmental, tax and regulatory matters are outstanding from time to time due to the nature of the Company’s operations. In the event that management’s estimate of the future resolution of these matters changes, the Company will recognize the effects of the changes in its consolidated financial statements on the date such changes occur.

As at June 30, 2015, the Company has recognized a provision of $22.4 million (December 31, 2014 - $16.6 million) representing management’s best estimate of expenditures required to settle present obligations, as noted in the table below.  The ultimate outcome or actual cost of settlement may vary materially from management estimates.

   
December 31,
2014
   
Additions (Reversals)
   
Payments
   
Foreign exchange
   
June 30,
2015
 
Labour litigation
  $ 14,491     $ 8,231     $ (228 )   $ (1,851 )   $ 20,643  
Civil litigation
    1,560       (8 )     -       (229 )     1,323  
Other provisions
    554       (118 )     -       16       452  
    $ 16,605     $ 8,105     $ (228 )   $ (2,064 )   $ 22,418  
 
12.
Capital stock:

a)
Common shares:

The Company is authorized to issue an unlimited number of commons shares.  All issued shares are fully paid and have no par value. Changes in common shares for the six months ended June 30, 2015 and 2014 are as follows:
 
 
 
11

 
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2015 and 2014
 
(Unaudited and expressed in thousands of US dollars)
 
 
             
   
Number of shares
   
Amounts
 
Balance as at January 1, 2015
    111,111,038     $ 434,465  
Shares issued1
    25,000       4  
Balance as at June 30, 2015
    111,136,038     $ 434,469  
                 
Balance as at January 1, 2014
    86,396,356       371,077  
Share consolidation2
    (85,396,429 )     -  
Shares issued in exchange for the Notes2
    19,000,000       13,389  
Offering shares issued2
    70,955,797       50,000  
Accrued interest offering shares issued2
    9,044,203       6,373  
Backstop commitment shares issued2
    11,111,111       7,829  
Share issuance costs2
    -       (14,203 )
Balance as at June 30, 2014
    111,111,038     $ 434,465  
 
1)
On June 30, 2015 the Company issued 25,000 shares for 25,000 vested Deferred Share Units (“DSUs”), valued at $4,000, to a former executive. This issuance was made pursuant to the redemption rules of vested DSUs under the Company’s Deferred Share Unit Plan.

2)
 On December 23, 2013, the Company filed for creditor protection under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”) in the Ontario Superior Court of Justice. On April 22, 2014, the Company successfully implemented the CCAA Plan.

The CCAA Plan implemented a series of steps leading to an overall capital reorganization of Jaguar. These steps included, among other things:

 
·
The common shares of the Company issued and outstanding immediately prior to the implementation of the CCAA Plan were consolidated at a ratio of one (1) post-consolidation common share for each 86.39636 pre-consolidation common shares (the “Consolidation”).
 
 
·
The Noteholders and certain other Affected Unsecured Creditors of the Company with proven claims received their pro-rata share of 14,000,000 common shares of the Company in exchange for their Notes and in satisfaction of their claims, respectively, and Noteholders who signed the Support Agreement received their pro rata share of an additional 5,000,000 common shares of the Company in exchange for their Notes.  Pursuant to the CCAA Plan, the Notes (and the indentures under which such Notes were issued) have been irrevocably and finally cancelled and all unsecured claims of certain affected unsecured creditors of the Company are fully and finally released.
 
 
·
Noteholders who participated in the Share Offering purchased up to their pro rata share of 70,955,797 common shares of the Company (collectively, the “Offering Shares”) and such Noteholders received their pro-rata share of 9,044,203 common shares of the Company (the “Accrued Interest Offering Shares”) in exchange for their Notes.
 
 
·
Noteholders who backstopped the Share Offering pursuant to the Backstop Agreement purchased their pro-rata share (based on their backstop commitments) of the Offering Shares not subscribed for under the Share Offering and received their pro rata share of an additional 11,111,111 common shares of the Company (the “Backstopped Commitment Shares”) in exchange for their Notes.


 
12

 
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2015 and 2014
 
(Unaudited and expressed in thousands of US dollars)

 
b)
Stock options:

In connection with the implementation of the CCAA Plan in April 2014, equity based compensation arrangements existing immediately prior to the implementation of the CCAA Plan, including the stock options, were forfeited. The following tables shows the roll-forward and the stock options as at June 30, 2015:

             
Common Share Options
 
Number of options
   
Weighted Average Exercise Price (Cdn$)
 
Balance as at January 1, 2015
    2,679,735     $ 1.35  
Options forfeited1
    (400,000 )     1.35  
Balance as at June 30, 2015
    2,279,735     $ 1.35  
                 
Balance as at January 1, 2014
    1,604,028     $ 0.98  
Options cancelled
    (1,604,028 )     0.98  
Issued during the period
    1,994,735       1.35  
Balance as at June 30, 2014
    1,994,735     $ 1.35  
 
1) Relates to the forfeiture of the options of a former executive, upon resignation in April 2015.

The following table is a summary of stock options outstanding during the six month period ended June 30, 2015 and 2014, the fair values and the assumptions used in the Black-Scholes option pricing formula:

                                                 
   
Number of options
   
Exercise Price (Cdn$)
   
Dividend yield
   
Risk-free interest rate
   
Forfeiture rate
   
Expected life (years)
   
Volatility factor
   
Fair value
 
Stock options 2015
    2,279,735     $ 1.35       -       1.47 %     0 %     3.05       53 %   $ 0.19  
Stock options 2014
    1,994,735     $ 1.35       -       1.47 %     0 %     4.00       50 %   $ 0.24  
 
For the three and six months ended June 30, 2015 the Company had recognized $71,000 and $137,000, respectively in the condensed interim consolidated statements of operations and comprehensive income (loss) (three and six months ended June 30, 2014 - $171,000 and $216,000 respectively).
 
c)
Deferred share units – “DSUs”:

In connection with the implementation of the CCAA Plan in April 2014, equity based compensation arrangements existing immediately prior to the implementation of the CCAA Plan, including the DSU plan, which had been accounted for as cash-settled awards, were cancelled.

On June 30, 2015 the Company issued 25,000 shares for 25,000 vested DSUs to a former executive. This issuance was made pursuant to the redemption rules of vested DSUs under the Company’s Deferred Share Unit Plan. The unvested DSUs were cancelled upon resignation.

For the three and six months ended June 30, 2015 the Company had recognized $109,000 and $226,000, respectively in the condensed interim consolidated statements of operations and comprehensive income (loss) (three and six months ended June 30, 2014 - $526,000).

 
 
13

 
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2015 and 2014
 
(Unaudited and expressed in thousands of US dollars)

 
d)
Hedging reserve:

The hedging reserve represents hedging gains and losses recognized on the effective portion of cash flow hedges. The cumulative deferred gain or loss on the hedge is recognized in other comprehensive income until the transaction is settled at which time the gain or loss is recognized in the consolidated statements of operations.

Included in the hedging reserve, in the consolidated statements of changes in shareholders’ equity for the period ended June 30, 2015 is an unrealized gain of $598,000 (December 31, 2014 – unrealized loss of $197,000). An aggregate realized gain in the amount of $618,000 and $35,000 has been recorded in the consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2015, respectively (three and six months ended June 30, 2014 – $281,000 loss).

The following are the outstanding contracts as at June 30, 2015:

Settlement Date
 
Ounces Hedged
   
Average US$ per ounce
   
Unrealized gain
 
August 27, 2015
    10,593     $ 1,227     $ 598  
 
13)
Basic and diluted earnings per share:

Dollar amounts are in thousands.

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2015
   
2014
   
2015
   
2014
 
Numerator
                       
Net income (loss)
  $ (4,383 )   $ 246,646     $ (17,328 )   $ 230,888  
Denominator
                               
Weighted average number of common shares outstanding - basic and diluted
    111,119,280       84,490,087       111,115,182       42,975,643  
Basic and diluted loss per share
  $ (0.04 )   $ 2.92     $ (0.16 )   $ 5.37  
 
The determination of the weighted average number of common shares outstanding for the calculation of diluted earnings per share does not include effect of the following options and convertible notes since they are anti-dilutive:

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2015
   
2014
   
2015
   
2014
 
Options
    2,378,636       1,813,523       2,528,354       1,709,354  
Convertible option Renvest Credit Facility
    2,824,859       2,117,229       2,824,859       1,064,463  
Deferred share units
    1,525,291       385,073       1,562,721       193,600  
Antidilutive shares
    6,728,786       4,315,825       6,915,933       2,967,417  

 
 
14

 
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2015 and 2014
 
(Unaudited and expressed in thousands of US dollars)

 
14)
Production costs:

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2015
   
2014
   
2015
   
2014
 
Direct mining and processing costs
  $ (16,230 )   $ (22,563 )     (35,375 )   $ (44,835 )
Royalty expense and CFEM taxes
    (613 )     (872 )     (1,593 )     (1,889 )
Inventory write-down
    -       (579 )     (32 )     1,976  
Other
    35       740       59       138  
Total cost of production
  $ (16,808 )   $ (23,274 )   $ (36,941 )   $ (44,610 )
 
15)
Adjustment to legal and VAT provisions:

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2015
   
2014
   
2015
   
2014
 
Legal provisions
  $ 1,540     $ 1,678     $ 8,200     $ 2,960  
Changes in provision against recoverability of VAT and other taxes
    (465 )   $ 2,026       645       4,764  
Total adjustment to legal provisions and VAT taxes
  $ 1,075     $ 3,704     $ 8,845     $ 7,724  
 
 
 
15

 
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2015 and 2014
 
(Unaudited and expressed in thousands of US dollars)
 
 
16)
Commitments:

In the normal course of business, the Company enters into contracts that give rise to commitments for future minimum payments. The following table summarizes the remaining undiscounted contractual maturities of the Company’s financial liabilities and other commitments:

As at June 30, 2015
 
Less than 1 year
   
1 - 3 years
   
3 - 5 years
   
More than 5 years
   
Total
 
Financial Liabilities
                             
Accounts payable and accrued liabilities
  $ 16,403     $ -     $ -     $ -     $ 16,403  
Notes payable
                                    -  
   Principal
    23,453       1,000       1,000       250       25,703  
Bank indebtedness
    14,553       -       -       -       14,553  
Vale Note
    500       1,000       1,000       250       2,750  
Renvest credit facility
    8,400       -       -       -       8,400  
   Interest
    1,110       -       -       -       1,110  
Other liabilities
    49       -       -       -       49  
Total financial liabilities
  $ 41,015     $ 1,000     $ 1,000     $ 250     $ 43,265  
Other Commitments
                                       
Operating lease agreements
  $ 195     $ 53     $ -     $ -     $ 248  
Suppliers' agreements
                                    -  
   Mine operations1
    788       -       -       -       788  
Other provisions and liabilities
    22,418       -       -       -       22,418  
Reclamation provisions2
    2,429       13,174       1,127       10,739       27,469  
Total other commitments
  $ 25,830     $ 13,227     $ 1,127     $ 10,739     $ 50,923  
Total
  $ 66,845     $ 14,227     $ 2,127     $ 10,989     $ 94,188  
1 The Company has the contractual right to cancel the mine operation contracts with 30 days advance notice. The amount included in the commitments table represents the contractual amount due within 30 days.
 
2 Reclamation provisions are not adjusted for inflation and are not discounted.  
 
17)
Financial risk management and financial instruments:

The Company’s activities expose it to a variety of financial risks, including but not limited to: credit risk, liquidity risk, currency risk, interest rate risk and price risk. The condensed interim consolidated financial statements do not include all financial risk management information and disclosures required in the annual financial statements; they should be read in connection with the Company’s annual financial statements as at December 31, 2014.
 
 
a)
Liquidity risk:
 
The Company had a working capital deficiency of $38.3 million and an accumulated deficit of $370.2 million as at June 30, 2015. The Company will need to refinance/restructure its current debt and obtain additional financing in order to meet its near-term operating cash requirements, debt payments and sustaining capital expenditures. See Note 2.
 
The Company’s financial liabilities and other commitments are listed in Note 16.
 
 
b)
Derivative financial instruments:

The Company assesses its financial instruments and non-financial contracts on a regular basis to determine the existence of any embedded derivatives which would be required to be accounted for separately at fair value and to ensure that any embedded derivatives are accounted for in accordance with the Company’s policy.


 
16

 
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2015 and 2014
 
(Unaudited and expressed in thousands of US dollars)

 
·
Forward sales:

See Note 12(d).

 
c)
Financial instruments:

The fair value of the following financial assets and liabilities approximate their carrying amounts due to the short term to maturity of these instruments:

a.       Cash and cash equivalents
b.       Other accounts receivable
c.       Accounts payable and accrued liabilities
d.       Notes payable
 
Fair value estimation:

IFRS 7 Financial Instruments - Disclosures prescribes the following three-level fair value hierarchy for disclosure purposes based on the transparency of the inputs used to measure the fair values of financial assets and liabilities:

a.     Level 1 – quoted prices (unadjusted) of identical instruments in active markets that the reporting entity has the ability to access at the measurement date.

b.     Level 2 – inputs are quoted prices of similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; inputs other than quoted prices used in a valuation model that are observable for that instrument; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

c.     Level 3 – one or more significant inputs used in a valuation technique that are unobservable for the instruments.

 
 
17

 
 
 
The fair value of the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis as at June 30, 2015 and December 31, 2014 are as follows:

   
Level 1
   
Level 2
   
Level 3
 
June 30, 2015
                 
Derivative assets
    -       598       -  
December 31, 2014
                       
Derivative liabilities
  $ -     $ 197     $ -  
 
18)
Related party transactions:
 
The Company incurred legal fees from Azevedo Sette Advogados (“ASA”), a law firm whose partner is Luis Miraglia, a director of Jaguar.  Fees paid to ASA are recorded at the exchange amount – being the amount agreed to by the parties and included in administration expenses in the statements of operations and comprehensive loss – and amount to $16,000 and $39,000 for the three and six months ended June 30, 2015, respectively ($6,000 and $22,000 for the three and six months ended June 30, 2014, respectively).
 
The Company also incurred legal fees from Goodmans LLP (“Goodmans”), a law firm where Robert Chadwick, a director of Jaguar is a partner.  Fees paid to Goodmans are recorded at the exchange amount – being the amount agreed to by the parties and included in administration expenses in the statements of operations and comprehensive loss  – and amount to $2,000 for the three and six months ended June 30, 2015 ($nil for the three and six months ended June 30, 2014).

 
18


EX-99.2 3 exh99_2.htm EXHIBIT 99.2 exh99_2.htm


Exhibit 99.2
 
 
 
 
 
 
 
 
 
Logo
 
 
 
 
 
MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE SECOND QUARTER ENDED
JUNE 30, 2015
 
 
 
 
 
 
 
 
 
 

 
 
TABLE OF CONTENTS
 
 
 CORE BUSINESS  2
 Q2 2015 FINANCIAL & OPERATING HIGHLIGHTS
 3
 BACKGROUND
 7
 REVIEW OF OPERATING AND FINANCIAL RESULTS  12
 TAXES  18
 REVIEW OF FINANCIAL CONDITION  20
 FINANCIAL RESTRUCTURING PLAN-CCAA PROCEEDINGS  23
 LITIGATION AND CONTINGENCIES  25
 RISKS AND UNCERTAINTIES  27
 QUALIFIED PERSON  29
 OUTSTANDING SHARE DATA  29
 NON-IFRS PERFORMANCE MEASURES  30
 CRITICAL ACCOUNTING ESTIMATES  33
 CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION  33
 GLOSSARY OF TERMS  34
 DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING  34
 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS  35
 CAUTIONARY NOTE TO U.S. INVESTORS  35
 CORPORATE DIRECTORY  37
 
 
1

 
 
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE SECOND QUARTER ENDED JUNE 30, 2015
 
This Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the condensed interim consolidated financial statements for the three and six months ended June 30, 2015, and the annual audited consolidated financial statements and MD&A for the year ended December 31, 2014 and related notes thereto which have been prepared in accordance with International Financial Reporting Standards (“IFRS”).  For further information on Jaguar Mining Inc., reference should be made to its public filings (including its most recently filed annual information form (“AIF”) which is available on SEDAR at www.sedar.com).  Information on risks associated with investing in the Company’s securities and technical and scientific information under National Instrument 43-101 concerning the Company’s material property, including information about mineral resources and reserves, are contained in the Company’s most recently filed AIF and technical reports.

All amounts included in this MD&A are in United States dollars (“$”), unless otherwise specified.  References to Cdn$ are to Canadian dollars and R$ are to Brazilian Reais.  This report is dated as at August 13, 2015.

Where we say “we”, “us”, “our”, the “Company” or “Jaguar”, we mean Jaguar Mining Inc. or Jaguar Mining Inc. and/or  one or more or all of its subsidiaries, as it may apply.

The following abbreviations are used to describe the periods under review throughout this MD&A:
 
Abbreviation
Period
Abbreviation
Period
YTD 2015
January 1, 2015 – June 30, 2015
YTD 2014
January 1, 2014 – June 30, 2014
Q1 2015
January 1, 2015 – March 31, 2015
Q1 2014
January 1, 2014 – March 31, 2014
Q2 2015
April 1, 2015 – June 30, 2015
Q2 2014
April 1, 2014 – June 30, 2014
 
CORE BUSINESS

Jaguar Mining Inc. (“Jaguar” or the “Company”) is engaged in the acquisition, exploration, development and operation of gold producing properties in Brazil. The Company holds mineral concessions comprising 23,777 hectares in the Iron Quadrangle mining district of Brazil, a prolific greenstone belt located near the city of Belo Horizonte in the State of Minas Gerais, where the Company’s current operating mines are located. In addition, Jaguar holds mineral concessions totaling 131,332 hectares in the State of Maranhão, where the Company’s Gurupi Project is located and 34,223 hectares in the State of Ceará, where the Company’s Pedra Branca Project is located. The Company may consider the acquisition, exploration, development and operation of other gold properties.
 
The Company currently produces gold at its Turmalina and Caeté operations in Minas Gerais, while the Company’s Paciência operation, also located in Minas Gerais, has been on care and maintenance since 2012.

Potential for an increase in gold production exists through further exploration and development of the Company’s existing brownfield land package around its existing mines and through the development of the Company’s Gurupi Project, with potential for an open-pit gold mining operation.

The Company is led by a proven executive management team with extensive gold operations and development experience in South America.
 
 
2

 
 
Trading of common shares
 
Jaguar is a public company with its common shares listed on the TSX Venture Exchange (the “TSX-V”).  The common shares of the Company were delisted from the Toronto Stock Exchange (“TSX”) effective at the close of market on April 30, 2014. In connection with the implementation of its amended and restated plan of compromise and arrangement pursuant to the Companies’ Creditors Arrangement Act (Canada) (the “Plan”) on April 22, 2014, the common shares of Jaguar that existed immediately prior to the implementation of the Plan were consolidated at a ratio of one (1) post-consolidation common share for each 86.39636 pre-consolidation common shares. Effective May 1st, 2014, the common shares of Jaguar commenced trading on the TSX-V on a post-consolidated basis. There are currently 111,136,038 common shares of the Company issued and outstanding.

Q2 2015 FINANCIAL & OPERATING HIGHLIGHTS
 
($ thousands, except where indicated)
 
For the three months ended
June 30,
   
For the six months ended
June 30,
 
   
2015
   
2014
   
2015
   
2014
 
Financial Data
                       
Revenue
  $ 22,820     $ 31,044     $ 51,567     $ 62,143  
Cost of sales (excluding depreciation)1
    16,808       23,274       36,941       44,610  
Gross margin (excluding depreciation)1
    6,012       7,770       14,626       17,533  
Net (loss) income
    (4,383 )     246,646       (17,328 )     230,888  
    Per share (“EPS”)
    (0.04 )     2.92       (0.16 )     5.37  
EBITDA1
    (137 )     257,402       (1,646 )     255,402  
Adjusted EBITDA2
    500       (2,911 )     7,557       (3,401 )
Sustaining capital expenditures1
    3,052       4,830       8,327       8,653  
Non-sustaining capital expenditures1
    144       180       250       650  
Total Capital Expenditures3
    3,196       5,010       8,577       9,303  
Operating Data
                               
Average realized gold price ($ per ounce)1
  $ 1,190     $ 1,280     $ 1,188     $ 1,290  
Gold sold (ounces)
    19,184       24,002       43,412       48,183  
Gold produced (ounces)
    20,682       23,867       42,018       47,226  
Definition drilling (meters)
    11,416       10,121       20,384       17,536  
Cash operating costs (per ounce produced)1
  $ 796     $ 958     $ 802     $ 941  
Cash operating costs (per ounce sold)1
  $ 876     $ 970     $ 851     $ 926  
All-in sustaining costs (per ounce sold)1
  $ 1,231     $ 1,337     $ 1,198     $ 1,276  
1 Average realized gold price, sustaining and non-sustaining capital expenditures, cash operating costs and all-in sustaining costs, EBITDA and Adjusted EBITDA, cost of sales (excluding depreciation) and gross margin (excluding depreciation) are non-gaap financial performance measures with no standard definition under IFRS. Refer to the Non-IFRS Financial Performance Measures section of the MD&A.
 
2 Adjusted EBITDA excludes non-cash items such as impairment and write downs. For more details refer to the Non-IFRS Performance Measures section of the MD&A.
 
3 These amounts are presented on accrual basis. Capital expenditures are included in our calculation of all-in sustaining costs.
 
 
Cash and Gold Bullion
($ thousands)
 
June 30,
2015
   
December 31,
2014
 
Cash and equivalents
  $ 4,776     $ 7,161  
Gold bullion
    1,624       1,801  
Total cash and gold bullion
  $ 6,400     $ 8,962  
 
 
3

 
 
Financial Highlights

 
·
Revenues during the second quarter and first half of 2015 were $22.8 million and $51.6 million respectively, compared with revenues of $31.0 million and 62.1 for the corresponding 2014 periods;
 
o
The average realized gold price per ounce during the second quarter of 2015 was $1,190, compared to $1,280 for the corresponding 2014 period;
 
·
Sales of gold during the second quarter and first half of 2015 were 19,184 and 43,412 ounces respectively, compared to sales of 24,002 and 48,183 ounces during the corresponding 2014 periods;
 
·
Adjusted EBITDA for the second quarter and first half of 2015 was $0.5 million and $7.6 million respectively, compared to negative $2.9 million and negative $3.4 million for the same periods in 2014;
 
·
In addition to the $6.0 million federal tax cash refund in the first quarter of 2015, the Company received another cash refund of $1.3 million (approximately R$4.0 million) in the second quarter in respect of Federal Taxes for its Mineração Serras do Oeste Ltda ("MSOL") operating subsidiary;
 
·
Total debt outstanding as at June 30, 2015 was $24.9 million (of which $8.4 million is senior secured facility), compared to $31.0 million as at December 31, 2014;
 
·
As per the terms of the senior secured credit agreement with Global Resource Fund (“Renvest”), the Company was obligated to make a scheduled $1.0 million principal payment on July 28, 2015 which has been, upon agreement between the parties, postponed to August 28, 2015. The Company has engaged in and continues to be in discussions with Renvest about financing and Credit Agreement matters;
 
·
The results of our operations are affected by the foreign currency movements of the Brazilian Reais and Canadian dollar, versus the US dollar. Approximately 90% of our expenditures in Brazil and 95% of our expenditures for the head office in Toronto are denominated in Brazilian Reais and Canadian dollars, respectively. Therefore cash flows are sensitive to any movements in Brazilian Reais and Canadian dollar, as compared to the US dollar. Since the Company reports it’s earnings in US dollars, any weakening of the Brazilian Reais and Canadian dollar results in a reduction in US dollar denominated costs, while revenues are unaffected given all revenue is earned in US dollars. The Brazilian Reais averaged at R$3.07 per US$ in the second quarter of 2015 compared to R$2.23 per US$ in the same period last year;
 
·
As at June 30, 2015 the Company had cash and unsold gold bullion on hand of $6.4 million ($9.0 million as at December 31, 2014).

Cash Operating Costs, Capital Expenditures and All-in-sustaining Costs

 
·
During second quarter of 2015, cash operating costs per ounce of gold produced were $796 compared to $958 during the same period in 2014, a decrease of $162 per ounce or 17%;
 
·
For the first half of 2015, cash operating costs per ounce of gold produced was $802 compared to $941 during the same period in 2014, a decrease of $139 per ounce or 15%;
 
·
During the second quarter of 2015, all-in sustaining costs per ounce sold (AISC) were $1,231 compared to $1,337 per ounce during for the corresponding 2014 period, a decrease of $106 per ounce or 8%;
 
·
AISC for the first half of 2015 were $1,198 per ounce sold, which was 6% or $78 per ounce lower as compared to 1,276 for the same period in 2014;
 
·
In the second quarter of 2015, sustaining capital expenditures decreased $1.7 million or 37% to $3.1 million compared to $4.8 million during the corresponding 2014 period, primarily due to the suspension of primary development at the Caeté Complex and lower capital expenditures on machinery and equipment. Capital expenditures for the first half of 2015 were marginally lower than the same 2014 period.
 
 
4

 
 
Operational Highlights

Production
 
 
·
Production of gold during the second quarter and first half of 2015 was 20,682 ounces 42,018 ounces respectively,  compared to 23,867 ounces and 47,226 ounces in the corresponding 2014 periods:
 
o
Turmalina produced 10,420 ounces of gold in the second quarter of 2015 compared to 13,190 ounces in the 2014 corresponding period,
 
o
Caeté produced 10,262 ounces of gold in the second quarter of 2015 compared to 10,677 in the 2014 corresponding period.
 
·
A total of 210,000 tonnes was processed in the second quarter of 2015 (second quarter of 2014: 263,000 tonnes) at an average head grade of 3.41 grams per tonne (second quarter of 2014 – 3.11 grams per tonne), a 10% increase compared to the same period in 2014:
 
o
Turmalina processed 94,000 tonnes (second quarter of 2014: 107,000 tonnes) at an average head grade of 3.91 grams per tonne (second quarter of 2014: 4.14 grams per tonne)
 
o
Caeté processed 116,000 tonnes (second quarter of 2014: 156,000 tonnes) at an average head grade of 3.0 grams per tonne (second quarter of 2014: 2.4 grams per tonne)
 
·
A total of 436,000 tonnes was processed during the first half of 2015 (YTD 2014: 531,000 tonnes) at an average head grade of 3.34 grams per tonne (YTD 2014 – 3.0 grams per tonne), an increase of 11% compared to the second quarter of 2014.
 
·
Total tonnes mined decreased in the second quarter and first half of 2015 by 20% and 18% respectively, compared to the same periods in 2014, primarily due to focus on higher grade.
 
·
For the second quarter and first half of 2015, the average gold recovery rate was 90%, compared to 88% for the comparable 2014 periods.
 
Exploration Drilling and Turmalina Reserve Update

 
·
During the second quarter of 2015, 11,416 meters of exploration and definition drilling was conducted at both the Turmalina and Pilar mines, compared to 10,121 meters drilled in the corresponding 2014 period.
 
·
In April 2015, the Company announced the initial results from its ongoing exploration drilling campaign:
 
o
Turmalina: On April 8, 2015, the Company announced multiple high-grade drill intercepts generated within the current indicated resource envelope. Significant drill intercepts include 23.71 grams per tonne Au ("g/t Gold") over 14 meters, including 41.27 grams per tonne Au over 7.6 meters, 23.62 grams per tonne Au over 8.8 meters and 20.15 grams per tonne Au over 8.7 meters.
 
o
Pilar: On April 27, 2015, the Company announced multiple high-grade drill intercepts, including 18.22 grams per tonne Au ("g/t Gold") over 7.4 meters, 14.04 grams per tonne Au over 8.7 meters, 10.63 grams per tonne Au over 13.6 meters, 20.98 grams per tonne Au over 3.7 meters and 18.22 grams per tonne Au over 7.4 meters, including 27.19 grams per tonne Au over 4.3 meters.
 
·
In April 2015, the Company filed the National Instrument 43-101 (“NI 43-101”) compliant reserve and resource estimate for the Turmalina mine. The reserves increased by 51% to 217,000 ounces. The drill data base cut-off date for the reserve estimate was June 30, 2014. Reserves were calculated at $1,200 per ounce and at R$ 2.5 to US$ 1 exchange rate.
 
Strategic review process

During the first quarter of 2015, Jaguar announced that its board of directors (the "Board") formed a special committee ("Special Committee") to initiate a strategic review process to explore alternatives for the financing and enhancement of shareholder value.
 
 
5

 
 
2015 Guidance compared to 2015 Actual YTD
   
2015 Guidance
   
Actual
 
   
Low
   
High
   
YTD 2015
 
Consolidated
                 
Brazilian Reais vs US dollar foreign exchange rate
    2.5       2.5       3.0  
Gold production (ounces)
    92,000       102,000       42,018  
Milling grade (grams per tonne)
    3.30       3.75       3.33  
Tonnes Processed
    925,000       1,025,000       436,000  
Recovery rate
    89 %     90 %     90 %
Cash operating costs (per ounce produced)1
  $ 800     $ 900     $ 802  
All-in sustaining costs (per ounce sold)1
  $ 1,100     $ 1,200     $ 1,198  
Definition/delineation drilling
    34,000       34,000       20,384  
Turmalina
                       
Gold production (ounces)
    56,000       62,000       22,216  
Milling grade (grams per tonne)
    4.00       4.25       3.74  
Tonnes Processed
    475,000       525,000       205,000  
Recovery rate
    90 %     91 %     90 %
Cash operating costs (per ounce produced)1
  $ 640     $ 700     $ 652  
All-in sustaining costs (per ounce sold)1
  $ 900     $ 1,000     $ 979  
Definition/delineation drilling
    25,000       25,000       10,469  
Caeté
                       
Gold production (ounces)
    36,000       40,000       19,802  
Milling grade (grams per tonne)
    2.40       2.90       2.96  
Tonnes Processed
    450,000       500,000       231,000  
Recovery rate
    89 %     90 %     89 %
Cash operating costs (per ounce produced)1
  $ 1,075     $ 1,175     $ 970  
All-in sustaining costs (per ounce sold)1
  $ 1,200     $ 1,300     $ 1,113  
Definition/delineation drilling
    9,000       9,000       9,915  
1 Cash operating costs and all-in sustaining costs are non-gaap financial performance measures with no standard definition under IFRS. Refer to the Non-IFRS Financial Performance Measures section of the MD&A.
 
 
 
6

 
 
BACKGROUND

Jaguar is a gold producer focused on the operation and development of gold assets in Brazil. The Company has two operating units being Turmalina and Caeté. Jaguar also has one process facility and mine complex on care and maintenance (Paciência), along with the advanced Gurupi development project. The Company holds mineral rights over approximately 189,332 ha.

As a result of substantial capital investment, accumulated operating losses and accumulating unserviceable debt, in late 2013 the Company entered into a pre-negotiated plan of compromise with its bondholders, which included  a $50.0 million back-stopped financing and a Support Agreement. In conjunction with those agreements, the Company declared insolvency in December 2013 and on April 22, 2014, it emerged from insolvency with almost 83% of its debt eliminated, 9% restructured, a recapitalized balance sheet and a new executive team (refer to the section on Financial restructuring plan – CCAA proceedings).

The new executive team, appointed on April 22, 2014 being, Mr. George Bee, CEO and Mr. Derrick Weyrauch, CFO, joined Jaguar’s board of directors in June 2013 to assist with the restructuring and turnaround of the Company. Mr. Weyrauch was the Chairman of the Company’s Special Committees for Restructuring & Recapitalization and Legacy Issues. The executive team initially focused on gaining a deep understanding of the strengths, weaknesses and opportunities of the business, followed by defining measures that with proper execution could turn around and optimize the Company’s operations.

Management believes there is excellent potential to decrease the operating cost profile of Jaguar in a reasonable timeframe; however, success is dependent on the prudent deployment of catch-up capital spending to advance drilling and development ahead of operations – a process that, is dependent on adequate financing. Management’s belief is supported by confidence in the geological endowment of the Company’s existing land positions surrounding its current mining operations.

The Company aims to leave behind a past where, by 2012 over $672 million of funding was raised, approximately $560 million was spent on property, plant and equipment and mineral rights, over 210,000 hectares of land was accumulated, while accumulated operating losses amounted to over $150 million.

To change the fortunes of the Company, management’s focus is on optimizing existing mining operations, by focusing on increasing the average ore grade mined and mining profitable ore rather than pushing the operations teams to fill underutilized processing capacity. Over time and through exploration of the under explored brownfield assets, management will focus on prudently increasing production, so that it can amortize fixed costs over a larger production base, and thereby reduce costs on a per ounce basis.
 
The Turmalina Complex
 
Turmalina is the Company’s flagship mining complex and produced approximately 48,000 ounces of gold in 2014 from an underground mine and process facility. Ideally, the mine would have extensive development and drilling ahead of current operations to give clear visibility for future mining. Historical financial constraints however, only allowed limited expenditures and thus limited visibility of ore zones ahead of mining and limited pre-developed resources. This has in the past led to difficulty in achieving forecasts as the lack of pre-developed resources meant absence of flexibility and delays in ore mining from one area could not be readily replaced from alternate areas. The overall focus in 2015 is to advance resource drilling well ahead of production and to get sufficient pre-developed resources ahead of mining to provide greater ore schedule flexibility.
 
 
7

 
 
Exploration and resource drilling

In a news release dated October 9, 2014, the Company disclosed exploration results, which were focused on the continuity of the Turmalina Ore Body A beyond current mine workings. The positive results were suplimented with initial results from the 2015, 25,000 meter exploration program (see news release dated April 8, 2015).

On April 8, 2015, the Company announced multiple high-grade drill intercepts generated within the current indicated resource envelope at Turmalina mine. Significant drill intercepts include 23.71 grams per tonne Au ("g/t Gold") over 14 meters, including 41.27 grams per tonne Au over 7.6 meters, 23.62 grams per tonne Au over 8.8 meters and 20.15 grams per tonne Au over 8.7 meters.

A total of 6,104 meters of infill drilling was achieved at Turmalina during the second quarter of 2015. Most of the drilling was directed to upgrade the inferred and indicated resources at Orebody A, level 9.

During the second quarter, deep exploration drilling was initiated from the hanging wall situated on level 8 to test the ore body A and B plunge continuities down to level 12. At present, 8 holes have been completed and initial assay results have not yet been received from the third party lab that has been retained for the 2015 exploration program.
 
Mining

Our current focus is to reduce costs inpart by focucing on ore grade control, minimizing dilution and leaving behind non-profitable or marginal material. In previous years there has been an emphasis to maximize ore tonnage, at the detriment of grade. The focus on grade control, along with a number of mining and process initiatives is intended to lower cash operating costs per ounce and improve the overall operating performance.  Some initiatives to reduce costs include decreasing the length of development needed from the primary ramp to access ore, postponing the mining of low grade narrow ore bodies that may require additional development, and extraction of high-grade ore by the selective removal of pillars.

In the first quarter of 2015, the first primary stopes with footwall drive access were mined on the lower sublevel of Level 8. However, the existing large dimension crosscuts above Level 8 started to experience stability problems related to some extent by mining induced stress, but also due to more lose ground associated with the high grade ore. Repeated interruptions to install support led to significant production delays in the high grade primary stopes on the lowest sublevels of Level 8. Jaguar has designed and implemented solutions to stabilize the ground in the problem areas above Level 8.
These measures include:
 
·
Nut-cage type cable bolts on a grid pattern with straps between the cable bolts;
 
·
Fiber-reinforced shotcrete in the medium term (contractors);
 
·
Mesh installed by mesh handler on newly commissioned roofbolter in the short term;
 
·
Where the conditions are particularly bad, footwall drifts are being installed;
 
·
Reduced dimension (4-m by 4-m) of cross-cut as the excavation encounters the weaker ground in the ore body.

In the second quarter of 2015, the Company also experiencing unplanned delays in the completion of raise bore ventilation required for ramp development at the Turmalina mine.  This work is required to provide the necessary air volumes for new development at A Orebody.  The reaming of the vent raise is now expected to be complete in October.

A specialized development contractor has been engaged to accelerate the mining of both the C orebody ramp to surface and the lower A Orebody ramp to open up additional resources. It is anticipated that this contractor will be on site during the third quarter of 2015. This is intended to allow in-house development crews the ability to advance the developed state of mining areas to improve flexibility in the mining program. During the second quarter a lack of advanced development combined with stability issues, now corrected, in key mining areas resulted in poorer than expected production. The emphasis on advancing development will serve to give the mine greater certainty of meeting its goals.
 
 
8

 
 
In the third quarter of 2015, major rebuilds are planned for several pieces of the underground mining fleet. The jumbo drilling fleet needs particular attention due to low availability and high maintenance costs that leads to high unit costs per metre drilled. As a more efficient use of our maintenance resources, it has been decided to retire two low availability jumbos that had high maintenance requirement and replace with a rented jumbo from Atlas Copco. This will complement an existing rented jumbo from Atlas Copco that has excellent availability and low unit costs.

The Company is planning to rent two teletram 26 ton trucks from Atlas Copco starting August 2015, which will replace five low availability Iveco surface trucks that are currently being used to haul development waste underground and deposit it near stopes for backfill. These teletram trucks are not only lower profile and designed for underground hauling, but also have a pusher plate that ejects the waste direct from the back, as compared to requiring more height to tip like the Ivecos trucks. This aspect is extremely important as the waste from the extra development increases and the mine needs more areas to store this waste.  The low height tipping capability allows the mine to use old drives that are of conventional height.

Processing

Turmalina processing facility has three lines of grinding mills, only one of which (Mill #2) is operated for current production volumes of 1,200 tpd. A second mill is fully operational (Mill #1) and is able to process 700 tpd. The other mill is for backup when the mine has extra mill feed or when Mill #2 is shut down for maintenance. From 22 April until 7 May, 2015, the 1,200 tpd Mill #2 was down for a scheduled maintenance of two weeks to install new bearings and to carry out certain improvements in design. With the modifications carried out and the new bearings installed, we expect future bearing changes only once every three years. While the Mill #2 was down for maintenance, the team carried out various preventive maintenance tasks. During this downtime, the 700tpd throughput of Mill #1 reduced the impact of the downtime.
 
The Caeté Complex

The Caeté mining complex includes two underground mines, the Roça Grande mine (“RG”) and the Pilar mine, in addition to the Caeté processing plant.  The Pilar mine is located approximately 50 kilometers by road from the Caeté plant.

Ore from the Pilar mine is hauled to the Caeté plant. At historical low mining grades, historical transportation costs account for approximately $250 per ounce. This is a significant cost and sustainable improvement in grades mined is required in order to make Pilar economically viable at current gold prices. Pilar currently accounts for approximately 75% of the ore processed at the Caeté plant. The past financial position of the Company resulted in a lack of exploration ahead of operations. This situation will continue to result in lower than desired ore grade and higher production costs, until exploration reveals better grade areas ahead of mining and these areas are developed.

Exploration and resource drilling

The geological setting at Pilar is believed to be excellent and the mine is only a few kilometers from Anglo Ashanti’s São Bento and Córrego do Sítio mines that continue to be significant producing gold mines at depths significantly deeper than Pilar. The focus at Pilar is to explore down dip beyond the current working levels and to prove up the postulated gold zones seen on newly interpreted grade maps. While exploration is taking place, the remaining lower grade developed ore is planned to be mined, high-grade remnants taken, and other brownfield exploration conducted. Near mine exploration will focus on an unexplored magnetic anomaly some two hundred meters from existing workings that shows a magnetic signature similar to that of São Bento and Pilar mines.

During the second quarter of 2015, underground diamond drilling at Pilar was 3,804 meters with the objective to extend the pay shoot continuities as part of the exploration effort to identify mineable resources down to level nine. In addition, a total of 254 meters of drilling was executed to confirm the grades and weathering profile of the remaining resources above level 1.
 
 
9

 
 
On April 27, 2015, the Company announced multiple high-grade drill intercepts at Pilar, including 18.22 grams per tonne Au ("g/t Gold") over 7.4 meters, 14.04 grams per tonne Au over 8.7 meters, 10.63 grams per tonne Au over 13.6 meters, 20.98 grams per tonne Au over 3.7 meters and 18.22 grams per tonne Au over 7.4 meters, including 27.19 grams per tonne Au over 4.3 meters.

At Roça Grande a total of 799 meters underground drilling was achieved during the second quarter of 2015. The first phase exploration drilling at Roça Grande failed to identify economic mineralization on the western extremity of the orebody continuity, however higher grade in narrow veins were identified in the initial holes targeting the central portion of the RG1 orebody. The mine is looking to establish more effective methods to mine the 1.0 to 2.0 meter wide veins without excessive dilution from what has been a frontal attack mechanised cut and fill mining method. A resue mine method is under evaluation to improve head grades at the mill.

Mining

Development at both Pilar and Roça Grande was suspended towards the end of 2014 until a compelling reason can be found through exploration, to restart development. Capital expenditures on equipment relate mainly to catch up capital repairs and rebuilds, which were deferred in 2014, in order to preserve cash. Surface exploration spending is restricted to brownfield exploration in the immediate surroundings of the Pilar mine.

The Pilar mine provides 1,000 tonnes per day or two-thirds of the Caeté complex production capacity, while the RG mine provides 500 tonnes per day from the underground RG-1 deposit. The RG mining activity has historically focused on surface exposures of gold deposits, mostly in the RG-2, RG-3, RG-6 and RG-7 outcrops. These outcrops, mined using open-pit mining techniques have had limited exploration, focusing solely on down-dip projection of gold mineralization. RG-2, RG-3 and RG-6 all sit in the hanging wall of the banded iron formation that runs through the area and is associated with gold mineral deposition. RG-1, however, sits on the footwall side of the iron formation and is the only deposit identified on this side of the iron formation and currently hosts all RG production. Potential exists for continuity of gold deposition along both the hanging and footwall in the RG area. The lack of exploration undertaken to date creates opportunity to add resources and reserves through continued exploration.

Production from RG-1 orebody, closer to the Caeté plant, can be mined at lower grade economically when compared to Pilar, due to Pilar’s higher ore transportation costs. Still un-mined is the RG-2 higher-grade underground ore that sits partially developed. Near-mine exploration is planned to focus on better grade areas observed through the newly interpreted geology maps.

Processing

The Caeté plant gold recovery is approximately 89% utilizing gravity, flotation and Carbon-In-Leach (CIL) treatment of flotation concentrate. Optimization of the plant offers opportunities for both increased gold extraction and reduced unit processing costs. Avenues are being explored to better use the currently underutilized processing facility. The plant is in good condition and there is sufficient space in the tailings pond for the detoxified flotation concentrate tailings for the medium term.

The average head grade processed at Caeté complex was higher in the second quarter of 2015 as compared to 2014. This was due to the suspension of primary development and discontinuing mining of ore below the marginal cut-off grade that in the past had provided higher tonnage to the plant but had a diluting effect on the grade. The lower tonnage at Caeté plant has allowed the shift system in the crushing and grinding area to be modified to provide further cost savings. There has been additional improvement in grade at Pilar by modifying the shape of the sub level open stopes to minimize the inclusion of waste at the edge of the plunging ore-shoots. In previous months the initiatives to reduce dilution from overbreak have proven successful and there have been some gains from update of the geological model.
 
 
10

 
 
The Paciência Complex

The 1,600 tonnes per day Paciência plant along with a workshop and office complex remain on care and maintenance. The well-built facilities remain functional. However, it is clear that, based on the defined resources, the underground mine cannot support a start-up of the facility at this time. To restart operations, exploration and development of the mines and mineral deposits that surround the facility, the Company would need to identify sufficient feed for a sustained operation. Delineated reserves available for mining exist but these reserves will not sustain an economic plant start-up.

Paciência has not been a focus of attention for management during 2015. Ultimately, the Company may startup, redeploy, sell, joint-venture or otherwise monetize the Paciência processing facility.

Gurupi Development Opportunity

The Gurupi Project, wholly owned by the Company through its Brazilian subsidiary MCT Mineração LTDA (“MCT”), is located in the State of Maranhão, Brazil, and comprises a total area of 131,332 hectares made of 32 mineral claims. During the second quarter of 2015 Jaguar continued desktop mine engineering and metallurgical studies to evaluate project implementation in progressive stages. This study suggests that a small milling operation may be a more feasible development alternative, compared to the 15,000 tpd whole ore milling plan, as envisioned in the 2011 feasibility study by Technomine. Additional work is planned in order to finalize management’s views.

During the second quarter, DNPM (National Department of Mineral Production) officially published information regarding 8 mineral rights belonging to Jaguar. The publishing of these documents gives Jaguar three years to complete mineral exploration and to deliver a final positive or negative exploration report to DNPM. If the final exploration report is positive, the next step is a Preliminary Economic Assessment that must be delivered to DNPM one year after the positive final exploration report.  Based on the publishing of these mineral rights Jaguar is planning on the resumption of limited mineral exploration at the Gurupi Project with the potential of increasing resources. During the second quarter, Jaguar also increased its interactions and engagement with all stakeholders at Gurupi including senior government officials. Recent elections in the province swept in a new cadre of elected officials into office and to date discussions have been very positive and in supportive of advancing economic activity, importantly including mining, in the province.
 
Greenfield Exploration

Jaguar acquired over 210,000 hectares of mineral rights in its history and currently holds approximately 189,332 hectares. New mining legislation in Brazil has been tabled and the outcome of any mining law reform is, as of yet, unknown. The Company intends to assess its holdings in due course, to establish the disposition plan of the assets in the context of any change to holding cost, which is currently minimal.

Apart from properties in relative close proximity to the existing mining operations, the only significant greenfield asset within the exploration portfolio is the Pedra Branca target where good grade surface expressions were identified by mapping and channel samples and have led to some 8,000 meters of exploration drilling to date. Again, due to prior financial constraints this prospect has remained dormant and now offers opportunity for further exploration should funds be available.
 
 
11

 
 
REVIEW OF OPERATING AND FINANCIAL RESULTS

Selected Quarterly Financial Information1
($ thousands, except where indicated)
    Q2 2015       Q1 2015       Q4 2014       Q3 2014       Q2 2014       Q1 2014       Q4 2013       Q3 2013  
Revenues
  $ 22,820     $ 28,747     $ 25,766     $ 29,015     $ 30,481     $ 31,100     $ 28,461     $ 32,082  
Cost of sales (excluding depreciation)2
    (16,808 )     (20,133 )     (23,508 )     (22,312 )     (23,274 )     (21,337 )     (22,073 )     (20,451 )
Gross margin (excluding depreciation)2
    6,012       8,614       2,258       6,703       7,207       9,763       6,388       11,631  
Net income (loss)
    (4,383 )     (12,946 )     (90,530 )     (9,491 )     246,646       (15,755 )     (166,472 )     (13,192 )
Cashflows from operating activities
    1,638       12,177       (1,156 )     (253 )     (8,045 )     2,609       (3,199 )     5,072  
Total assets
    179,496       181,131       195,264       293,356       308,220       285,372       294,788       441,659  
Total liabilities
    94,077       91,648       93,676       101,325       107,522       394,954       388,347       369,297  
Average realized gold price (per ounce)2
  $ 1,190     $ 1,187     $ 1,204     $ 1,279     $ 1,280     $ 1,288     $ 1,261     $ 1,331  
Cash operating cost per oz produced2
  $ 796     $ 808     $ 894     $ 969     $ 958     $ 923     $ 889     $ 847  
1 Sum of all the quarters may not add up to the annual total due to rounding.
                 
2 Average realized gold price, gross margin (excluding depreciation) and cash operating costs are all non-gaap financial performance measures with no standard definition under IFRS. For further information, refer to the Non-IFRS Financial Performance Measures section of the MD&A.
 
 
Revenue
($ thousands, except where indicated)
 
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2015
   
2014
   
Change
   
2015
   
2014
   
Change
 
Revenue
  $ 22,820     $ 31,044       (26 %)   $ 51,567     $ 62,143       (17 %)
Ounces sold
    19,184       24,002       (20 %)     43,412       48,183       (10 %)
Average realized gold price1
  $ 1,190     $ 1,280       (7 %)   $ 1,188     $ 1,290       (8 %)
1 Average realized gold price is a non-gaap financial performance measure with no standard definition under IFRS. For further information, refer to the Non-IFRS Financial Performance Measures section of the MD&A.
 
 
Revenue for the second quarter and the first half of 2015 was 26% and 17% lower, respectively, as compared to the same periods in 2014. The reduction in revenue was due to 7% reduction in gold price and fewer ounces produced in the second quarter of 2015. Additionally, revenues for both the three and six months ended June 30, 2015 were also negatively affected by unsold ounces of gold bullion, valued at $1.6 million, that were held in inventory and not sold at June 30, 2015 (December 31, 2013: $1.8 million).

Average realized prices decreased by $90 per ounce in the second quarter of 2015 compared to the second quarter of 2014, thereby reducing the revenue by approximately $4.4 million year-over-year.

The market price of gold is the primary driver of our profitability and our ability to generate free cash flow. During the three months ended June 30, 2015, the market price of gold (London PM Fix) traded in a range from $1,165 to $1,225 and averaged $1,192 per ounce. The price of gold closed at $1,171 per ounce on June 30, 2015, while the average price during the second quarter of 2015 reflected a $96 per ounce or 7% reduction as compared to the average market price of $1,288 per ounce in the comparable 2014 period.
 
 
12

 
 
Production
 
Jaguar Mining produces gold at its Turmalina and Caeté operations, while the Company’s Paciência operation is on temporary care and maintenance. The Caeté plant processes ore from the two underground mines, Pilar and Roça Grande, while the Turmalina plant processes ore from the adjacent Turmalina mine.

A total of 210,000 tonnes was processed in the second quarter of 2015 (second quarter of 2014: 263,000 tonnes) at an average head grade of 3.41 grams per tonne (second quarter of 2014 – 3.11 grams per tonne).  A total of 436,000 tonnes was processed during the first half of 2015 (first half of 2014: 531,000 tonnes) at an average head grade of 3.34 grams per tonne (first half of 2014 – 3.0 grams per tonne). Total tonnes mined decreased in the second quarter and first half of 2015 by 20% and 18%, respectively, compared to the same periods in 2014. The higher grades, the lower tonnes milled and the devaluation of the Brazilian Real as compared to the US dollar resulted in an overall reduction in the cash operating costs per ounce as compared to the same periods in 2014.

Consolidated Production
 
($ thousands, except where indicated)
 
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2015
   
2014
   
Change
   
2015
   
2014
   
Change
 
Direct mining and processing cost
  $ 16,230     $ 22,563       (28 %)   $ 35,375     $ 44,835       (21 %)
Mining
    9,876       14,504       (32 %)     22,060       28,391       (22 %)
Processing
    6,354       8,059       (21 %)     13,315       16,444       (19 %)
Royalties, production taxes and others
    578       711       (19 %)     1,566       (225 )     (796 %)
Royalty expense and CFEM taxes
    613       872       (30 %)     1,593       1,889       (16 %)
NRV adjustment and others
    (35 )     (161 )     (78 %)     (27 )     (2,114 )     (99 %)
Cost of sales (excluding depreciation)1
  $ 16,808     $ 23,274       (28 %)   $ 36,941     $ 44,610       (17 %)
Cash operating costs (per ounce produced)1
  $ 796     $ 958       (17 %)   $ 802     $ 941       (15 %)
1 Cash operating costs is a non-gaap financial performance measure with no standard definition under IFRS. Refer to the Non-IFRS Financial Performance Measures section of the MD&A.
 
 
Consolidated Quarterly Production

Cash-operating-costs per ounce of gold produced during the second quarter of 2015 were at $796 compared to $958 during the second quarter of 2014, a decrease of $162 per ounce or 17%. The per ounce cash operating cost decrease was due to improvement in average head grade by 10% or $68 per ounce, and favorable foreign exchange movements as a result of 38% devaluation of the Brazilian Reais (average exchange rate: Q2 2015: R$3.07 per US$ compared to Q2 2014: R$2.23 per US$) which had an impact of $252 per ounce.

This decreases in cash operating costs per ounces above were partially offset by lower ounces produced impacting $68 per ounce and other cost increases of $90 per ounce, mainly due to higher corrective maintenance for mining equipment, and all mine-site fixed overheads allocated to mining activity at Caeté due to suspension of primary development at Pilar and RG.
 
Turmalina Mine Complex
 
The primary mining method utilized at the Turmalina underground mine is sublevel open stoping with unconsolidated backfill.  Ore produced at the Turmalina mine is transported to the adjacent 3,000 tonnes per day CIL processing plant. The Turmalina plant consists of three ball mills of which currently only one is operating at 1,200 tonnes per day.
 
 
13

 
 
Turmalina Quarterly Production

($ thousands, except where indicated)
    Q2 2015       Q1 2015       Q4 2014       Q3 2014       Q2 2014       Q1 2014       Q4 2013       Q3 2013  
Tonnes of ore processed ('000)
    94,000       111,000       117,000       107,000       107,000       111,000       114,000       122,000  
Average head grade (g/t)1
    3.91       3.59       3.60       3.69       4.14       3.24       3.13       3.46  
Average recovery rate (%)
    90 %     90 %     90 %     91 %     91 %     88 %     89 %     89 %
Gold (ozs)
                                                               
Produced
    10,420       11,796       12,067       11,336       13,190       11,374       10,451       12,308  
Sold
    9,610       13,196       11,243       11,710       13,481       11,513       10,850       10,850  
Cash operating cost (per oz produced)2
  $ 656     $ 649     $ 656     $ 750     $ 696     $ 857     $ 822     $ 758  
Cash operating cost (per ton)2
  $ 73     $ 69     $ 68     $ 79     $ 86     $ 88     $ 75     $ 76  
1The 'average head grade' represents the recalculated head-grade milled.
                                 
2 Cash operating costs is a non-gaap financial performance measure with no standard definition under IFRS. Refer to the Non-IFRS Financial Performance Measures section of the MD&A.
 
 
During the second quarter of 2015, Turmalina produced 10,420 ounces of gold, which was 21% less when compared to the same period in 2014. The decrease in production in the second quarter of 2015 as compared to the same period in 2014 is primarily due to 6% lower average head grade and 12% lower tonnes milled.

The cash operating cost per ounce produced for the second quarter of 2015 decreased by 6% or $40 per ounce as compared to the same period in prior year, primarily due to favorable foreign exchange movements as a result of 38% devaluation of the Brazilian Reais (average exchange rate: Q2 2015: R$3.07 per US$ compared to Q2 2014: R$2.23 per US$) which had an impact of $187 per ounce. This decrease was offset by overall lower production which had an impact of $90 per ounce and cost increases of $57 per ounce.

Turmalina Sustaining Capital
 
($ thousands)
 
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2015
   
2014
   
2015
   
2014
 
Sustaining Capital1
                       
Primary development
  $ 1,995     $ 1,775     $ 3,692     $ 2,972  
Exploration - Brownfield
    131       86       422       114  
Minesite sustaining
    9       179       1,325       67  
Total sustaining capital1
    2,135       2,040       5,439       3,153  
Total non-sustaining capital1
    -       -       -       162  
Total capital expenditures
  $ 2,135     $ 2,040     $ 5,439     $ 3,315  
1Sustaining and non-sustaining capital are non-gaap financial measures with no standard definition under IFRS. Refer to the Non-IFRS Financial Performance Measures section of the MD&A. Capital expenditures are in included in our calculation of all-in sustaining costs and all-in costs.
 
 
Primary development at the Turmalina mine totaled 885 meters for the second quarter of 2015, compared to 664 meters for the same period in the prior year. On a per meter basis, this led to a 19% decrease in the unit cost to $2,254 per meter from $2,673 per meter in the comparable 2014 period.

Caeté Mine Complex

The Caeté mining complex has two underground mines (Roça Grande and Pilar). Roça Grande exclusively uses the mechanized horizontal cut and fill mining method, while Pilar primarily uses sublevel open stoping with backfill. Ore produced from these mines is transported to the 2,200 tonnes per day gravity, flotation and CIL treatment of flotation concentrate processing plant adjacent to the Roça Grande mine, a total distance of approximately 50 kilometers by paved road from the Pilar mine.
 
 
14

 
 
Caeté Quarterly Production
 
($ thousands, except where indicated)
    Q2 2015       Q1 2015       Q4 2014       Q3 2014       Q2 2014       Q1 2014       Q4 2013       Q3 2013  
Caeté - Tonnes of ore processed (t)
    116,000       115,000       141,000       142,000       156,000       157,000       144,000       176,000  
Caeté - Average head grade (g/t)1
    3.00       3.16       2.57       2.71       2.40       2.65       2.82       2.78  
Average recovery rate (%)
    90 %     89 %     88 %     88 %     88 %     88 %     88 %     88 %
Gold (ozs)
                                                               
Produced
    10,262       9,540       10,389       11,038       10,677       11,985       11,505       13,992  
Sold
    9,574       11,032       10,157       10,971       10,521       12,668       11,653       13,261  
Cash operating cost (per oz produced)2
  $ 937     $ 1,005     $ 1,170     $ 1,195     $ 1,281     $ 986     $ 950     $ 925  
Cash operating cost (per ton)2
  $ 83     $ 83     $ 86     $ 93     $ 88     $ 75     $ 76     $ 74  
1The 'average head grade' represents the recalculated head-grade milled.
 
2 Cash operating costs is a non-gaap financial performance measure with no standard definition under IFRS. Refer to the Non-IFRS Financial Performance Measures section of the MD&A.
 
 
During the second quarter of 2015, Caeté produced 10,262 ounces of gold, which was 4% less than the amount produced during the same period in 2014. This marginal decrease in production is due to 26% lower tonnes milled offset by 25% higher grade.

Cash operating costs decreased $344 per ounce or 27% in the second quarter of 2015 to $937 per ounce as compared to $1,281 per ounce for the same period in 2014, mainly due to favorable foreign exchange movements as a result of 38% devaluation of the Brazilian Reais (average exchange rate: Q2 2015: R$3.07 per US$ compared to Q2 2014: R$2.23 per US$) which had an impact of $331 per ounce and higher grade which reduced costs by $75 per ounce. This decrease was partially offset by various cost increases of $62 per ounce.

Caeté Sustaining Capital  
 
($ thousands, except where indicated)
 
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2015
   
2014
   
2015
   
2014
 
Sustaining Capital1
                       
Primary development
  $ 187     $ 2,150     $ 577     $ 3,600  
Exploration - Brownfield
    595       337       2,057       600  
Minesite sustaining
    135       303       254       1,300  
Total sustaining capital1
    917       2,790       2,888       5,500  
Total non-sustaining capital1
    -       -       -       -  
Total capital expenditures
  $ 917     $ 2,790     $ 2,888     $ 5,500  
1Sustaining and non-sustaining capital are non-gaap financial measures with no standard definition under IFRS. Refer to the Non-IFRS Financial Performance Measures section of the MD&A. Capital expenditures are in included in our calculation of all-in sustaining costs and all-in costs.
 
 
Primary development at Roça Grande and Pilar remained mainly suspended during the second quarter of 2015. Minor development activity totaling 66 meters was carried out in the second quarter of 2015, compared to 597 meters for the same period in the prior year. During the second quarter of 2015, 5,312 meters of definition and brownfield drilling was conducted at the Pilar mine in the resource area, thus resulting in higher brownfield expenditures.
 
 
15

 
 
Operating expenses

($ thousands)
 
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2015
   
2014
   
Change
   
2015
   
2014
   
Change
 
Exploration and evaluation costs
  $ 29     $ 81       (64 %)   $ 78     $ 120       (35 %)
Care & maintenance costs (Paciência mine)
    292       520       (44 %)     576       1,126       (49 %)
Stock-based compensation
    180       697       (74 %)     364       742       (51 %)
General and administration expenses
    3,067       3,037       1 %     5,348       7,074       (24 %)
Restructuring costs
    -       7,059       (100 %)     -       9,966       (100 %)
Amortization
    238       268       (11 %)     481       538       (11 %)
Changes to legal provisions and Recoverable VAT
    1,075       3,704       (71 %)     8,845       7,724       15 %
Other expenses
    429       1,504       (71 %)     1,355       2,753       (51 %)
Total operating expenses
  $ 5,310     $ 16,870       (69 %)   $ 17,047     $ 30,043       (43 %)
 
Care & maintenance Costs – Paciência mine

Paciência mining complex continued on care and maintenance during the second quarter of 2015. No gold has been produced since the second quarter of 2012 when the mine was put on care and maintenance. No underground development or drilling work was carried out by the Company at Paciência mine during the second quarter of 2015. The Complex has been secured and the facilities are preserved and patrolled. A limited maintenance staff periodically turns the mills and equipment to maintain the plant in working order.

General and administrative expenses
 
The ‘General and Administration’ (G&A) expenses, exclude mine-site administrative costs which are charged directly to operations and include legal, accounting, costs to maintain offices and personnel in Belo Horizonte, Brazil and Toronto, Canada and other costs associated with being a publicly-traded company.

($ thousands)
 
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2015
   
2014
   
Change
   
2015
   
2014
   
Change
 
Corporate office (Toronto)
  $ 1,134     $ 950       19 %   $ 2,307     $ 2,662       (13 %)
Brazil office (Belo Horizonte)
    1,801       2,002       (10 %)     2,771       4,174       (34 %)
Other
    132       85       55 %     270       238       13 %
Total G&A expenses
  $ 3,067     $ 3,037       1 %   $ 5,348     $ 7,074       (24 %)
 
For the second quarter of 2015, the total G&A expenses (Toronto and Belo Horizonte offices) remained substantially unchanged as compared to the same period in 2014. Head office costs in Belo Horizonte were 10% lower in the second quarter of 2015, as compared to the same period in 2014. The Toronto Corporate office expenditures were higher mainly due to the legal and advisory fees in relation to the ongoing financing and strategic initiatives.

On a year to date basis, the overall G&A expenses were 24% lower at $5.3 million in the first half of the year of 2015, compared to $7.1 million for the same period in 2014, which was due to headcount reductions as part of the ongoing organizational restructuring, lower spending in US dollars due to devaluation of Brazilian Reais and the general cost cutting measures adopted by management.
 
 
16

 
 
Restructuring costs

($ thousands)
 
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2015
   
2014
   
Change
   
2015
   
2014
   
Change
 
Restructuring costs
  $ -     $ 7,059       (100 %)   $ -     $ 9,966       (100 %)
                                                 
 
No restructuring costs were incurred during the second quarter and first half of the year 2015. Restructuring costs in 2014 were primarily related to fees for the capitalization and financing under the CCAA Plan, mainly legal fees, financial consulting expenses and severance costs.

Changes to legal and recoverable taxes provisions
 
($ thousands)
 
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2015
   
2014
   
Change
   
2015
   
2014
   
Change
 
Changes to legal provisions
  $ 1,540     $ 1,678       (8 %)   $ 8,200     $ 2,960       177 %
Changes to recoverable taxes provision
    (465 )     2,026       (123 %)     645       4,764       (86 %)
Changes to legal and recoverable taxes provisions
  $ 1,075     $ 3,704       (71 %)   $ 8,845     $ 7,724       15 %
 
Legal Provisions (also see Litigation and Contingencies below)
 
As at June 30, 2015, the Company is a defendant in approximately 466 outstanding legal labour claims. For the second quarter of 2015, the Company recorded a net legal provision for $1.5 million (second quarter of 2014: $1.6 million) representing management’s best estimate of expenditures required to settle existing claims. The ultimate outcome or actual cost of settlement may vary materially from management estimates.

Recoverable Taxes Provision

Certain taxes paid in Brazil on consumables and property, plant and equipment generate tax credits through various mechanisms. The Company is currently working on several initiatives to ensure optimum utilization of those tax credits, which includes assessment of the tax credits for offset against taxes otherwise payable and restitution in cash.
 
A valuation provision for recoverable taxes is prepared on a quarterly basis. The calculation takes into account various factors including the limited methods to recover such taxes, the length of time it will take to recover such taxes and the estimated operating tenure of the Company. Any provision reduces the net carrying value of recoverable taxes to their estimated present value based on the manner and timing of expected recovery, discounted at Brazilian Selic rate as at the quarter end.
 
In 2014, the Company initiated procedures in respect of recovery of its Federal VAT (‘Value Added Tax’) input tax credits with respect to the years 2009 to 2011. As a result of these efforts, during the first quarter of 2015, the Company obtained a VAT cash refund of R$16.7 million (approximately $6.0 million) for its Mineração Turmalina Ltda. ("MTL") operating subsidiary. In the second quarter of 2015, the Company received an additional cash refund of R$4.0 million (approximately US$1.3 million) in respect of Federal Taxes for its Mineração Serras do Oeste Ltda ("MSOL") operating subsidiary. The movement in the provision for recoverable taxes during the second quarter and the first half of 2015 considers these refunds and possibility of additional refunds, offsets of certain income taxes payable and the impact of changes in the discount rate.

Through 2014, the Company also filed an administrative application to certify tax credits in relation to ICMS (Imposto sobre circulação de mercadorias e prestação de serviços) in the amount of approximately $4.5 million which, upon certification, may be freely used to offset future ICMS taxes owed for equipment and assets purchases, where those items are manufactured in the state of Minas Gerais.
 
 
17

 
 
As at June 30, 2015, gross recoverable taxes (which are primarily denominated in Brazilian Reais) and also include Canadian HST recoverable of $1.2 million, amounted to $28.7 million (June 30, 2014 - $63.5 million). Also as at June 30, 2015, the provision for recoverable taxes was approximately $8.5 million (June 30, 2014 - $33.6 million). Consequently, the book value of recoverable taxes as at June 30, 2015 was $20.2 million (June 30, 2014 - $29.9 million).
 
Non-operating expenses
 
($ thousands)
 
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2015
   
2014
   
Change
   
2015
   
2014
   
Change
 
Foreign exchange loss (gain)
  $ 1,708     $ (837 )     (304 %)   $ (216 )   $ (1,819 )     (88 %)
Financial instruments loss (gain)
    (618 )     (265,293 )     (100 %)     (38 )     (265,293 )     100 %
Finance costs
    1,059       2,382       (56 %)     2,183       7,201       (70 %)
Other non-operating expenses (recoveries)
    (13 )     (104 )     (88 %)     (40 )     (262 )     (85 %)
Non Operating expenses (income)
  $ 2,136     $ (263,852 )     (101 %)   $ 1,889     $ (260,173 )     (101 %)
 
During the second quarter of 2015, finance costs primarily represent interest on debt, amortization of discount and transaction costs on debt and accretion expense. The decrease in interest expense and amortization of borrowing costs for the second quarter and first half of 2015 compared to the same periods in 2014 is due to the implementation of the CCAA plan and the overall reduction of the debt.
 
($ thousands)
 
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2015
   
2014
   
Change
   
2015
   
2014
   
Change
 
Interest expense
  $ 673     $ 1,939       (65 %)   $ 1,472     $ 6,302       (77 %)
Accretion
    386       443       (13 %)     711       899       (21 %)
Total finance cost
  $ 1,059     $ 2,382       (56 %)   $ 2,183     $ 7,201       (70 %)
 
TAXES

Brazilian taxes
 
Brazilian tax regulation involves three jurisdictions and tax collection levels: the Federal, State and Municipal levels.  The main taxes levied are: corporate income tax with companies generally subject to income tax at a rate of 25% and social contribution tax on the net profit at a current rate of 9%. There are several government incentives for start-up projects in Brazil, such as subsidized loan financing and tax exemptions or reductions, which vary according to the characteristics and location of each project. International investors have equal access to these incentives along with local investors.

Government royalty
 
A federal 1% royalty, Compensação Financeira pela Exploração de Recursos Minerais (“CFEM”), is levied on gold production. The rate is calculated on the gross gold sale proceeds less refining charges and insurance, as well as any applicable sales taxes.
 
 
18

 
 
Income and deferred taxes expenses

($ thousands)
 
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2015
   
2014
   
Change
   
2015
   
2014
   
Change
 
Current income tax expense
  $ 13     $ 983       (99 %)   $ 685     $ 1,331       (49 %)
Deferred income tax expense
    (297 )     (216 )     38 %     2,696       (571 )     100 %
Income tax expense
  $ (284 )   $ 767       -137 %   $ 3,381     $ 760       100 %
 
The income tax recovery of $0.3 million for the second quarter of 2015 primarily relates to the deferred tax impact of the weakening of the US dollar during the quarter offset by a current income tax expense in MTL. The current tax liability of $3.3 million and a non-current tax liability of $8.3 million as at June 30, 2015 was net off against the recoverable tax balance. The balance sheet reflects a deferred income tax liability of $9.8 million as at June 30, 2015 (December 31, 2014 - $8.3 million).
 
The income tax provision is subject to a number of factors, including the allocation of income between different countries, different tax rates in various jurisdictions, the non-recognition of tax assets, foreign currency exchange rate movements, changes in tax laws and the impact of specific transactions and assessments. Due to the number of factors that can potentially impact the effective tax rate and the sensitivity of the tax provision to these factors as discussed above, it is expected that the Company’s effective tax rate will fluctuate in future periods.
 
 
19

 
 
REVIEW OF FINANCIAL CONDITION

Senior Secured Credit Agreement with Global Resouce Fund (“Renvest”)

As at June 30, 2015, the outstanding balance of the senior secured debt with Renvest was $8.4 million ($14.4 million as at December 31, 2014).

As per the terms of the senior secured credit agreement with Renvest, the Company was obligated to make a scheduled $1.0 million principal payment on July 28, 2015 which has been, upon agreement between the parties, postponed to August 28, 2015.  The Company has engaged in and continues to be in discussions with Renvest about financing and Credit Agreement matters.  
 
Liquidity and cash flow

The Company’s financial statements were prepared on a going concern basis (see Note 2 to the condensed interim consolidated financial statements), which assumes that the Company will continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business as they become due.

The Company has reported an operating loss for the quarter ended June 30, 2015. The Company considers that the near term economic outlook presents challenges in terms of commodity prices. Whilst the Company has instituted measures to preserve cash, improve operations and is seeking to secure additional financing, these circumstances create uncertainties over future results and cash flows. The Company had a working capital deficiency of $38.3 million as at June 30, 2015. The Company will need to obtain additional financing in order to meet its near‐term operating cash requirements, debt payments and sustaining capital expenditures. There is no assurance that the Company’s financing initiatives will be successful or sufficient. As at June 30, 2015, the Company had cash and cash equivalents of $6.4 million compared to cash and gold bullion of $8.9 million as at December 31, 2014.
 
   
June 30,
 2015
   
December 31,
2014
 
             
Cash and cash equivalents
  $ 4,776     $ 7,161  
Gold bullion
    1,624       1,801  
Cash and gold bullion
  $ 6,400     $ 8,962  
Non-cash working capital
               
Other current assets
    20,051       30,374  
Current liabilities
    (64,773 )     (63,466 )
Working capital deficiency
  $ (38,322 )   $ (24,130 )
 
 
20

 
 
The use of funds during the second quarter of 2015 is explained below.
 
($ thousands)
 
Three months ended
June 30,
   
Six months ended
June 30,
 
 
 
2015
   
2014
   
2015
   
2014
 
Operating inflows (outflows)
  $ 1,638     $ (8,045 )   $ 13,815     $ (5,440 )
Financing activities
                               
Share issuance
  $ -     $ 50,000     $ -     $ 50,000  
Net change in debt
    (3,200 )     (10,600 )     (6,400 )     (10,600 )
Interest paid
    (555 )     (1,703 )     (1,273 )     (2,517 )
Other
    14       8       (12 )     127  
Total financing inflows (outflows)
  $ (3,741 )   $ 37,705     $ (7,685 )   $ 37,010  
Investing activities
                               
Capital expenditures on equipment and brownfield exploration
    (3,196 )     (5,235 )     (8,577 )     (9,559 )
Mineral exploration projects
    (136 )     (220 )     (237 )     (408 )
Purchase of property, plant and equipment
    (3,060 )     (5,015 )     (8,340 )     (9,151 )
Net proceeds from asset sales
    4       225       41       256  
Total investing outflows
    (3,192 )     (5,010 )     (8,536 )     (9,303 )
Effect of exchange rate
    (187 )     (345 )     21       32  
Increase/(decrease) in cash and equivalents
  $ (5,482 )   $ 24,305     $ (2,385 )   $ 22,299  
 
 
21

 
 
The improvement of $9.7 million in operating cash flow for the second quarter of 2015 compared to the same period in 2014 is mainly due to lower costs due to improved grade, lower tonnage and benefit of decline in the value of Brazilian Reais as compared to the US dollar.
 
The decrease in investing activities for the second quarter of 2015 compared to the same period in 2014 is primarily due to suspension of primary development at Pilar and Roça Grande and lower equipment capital spending to preserve cash.

A brief summary of capital spending is outlined below:
 
($ thousands)
 
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2015
   
2014
   
2015
   
2014
 
Sustaining Capital1
                       
Primary development
  $ 2,182     $ 3,925     $ 4,269     $ 6,572  
Exploration - Brownfield
    726       423       2,479       714  
Minesite sustaining
                               
Engineering
    19       386       24       359  
Equipment
    125       96       1,555       1,008  
Total sustaining capital
    3,052       4,830       8,327       8,653  
Non-sustaining Capital (including Capital Projects)1
                               
Gurupi
    141       180       242       313  
Others
    3       -       8       337  
Total non-sustaining capital1
    144       180       250       650  
Total capital expenditures
  $ 3,196     $ 5,010     $ 8,577     $ 9,303  
1Sustaining and non-sustaining capital are non-gaap financial measures with no standard definition under IFRS. Refer to the Non-IFRS Financial Performance Measures section of the MD&A. Capital expenditures are in included in our calculation of all-in sustaining costs and all-in costs.
 
 
 
22

 
 
Contractual Obligations and Commitments

The Company’s contractual obligations as at June 30, 2015 are summarized as follows:
 
As at June 30, 2015
($ thousands, except where indicated)
 
Less than 1 year1
   
1 - 3 years
   
3 - 5 years
   
More than 5 years
   
Total
 
Financial Liabilities
                             
Notes payable
                             
   Principal
    23,453       1,000       1,000       250       25,703  
Bank indebtedness
    14,553       -       -       -       14,553  
Vale Note
    500       1,000       1,000       250       2,750  
Renvest credit facility
    8,400       -       -       -       8,400  
   Interest
    1,110       -       -       -       1,110  
Total financial liabilities
  $ 24,563     $ 1,000     $ 1,000     $ 250     $ 26,813  
Other Commitments
                                       
Operating lease agreements
  $ 195     $ 53     $ -     $ -     $ 248  
Suppliers' agreements 2,3
    788       -       -       -       788  
Other provisions and liabilities
    22,418       -       -       -       22,418  
Reclamation provisions4
    2,429       13,174       1,127       10,739       27,469  
Total other commitments
  $ 25,830     $ 13,227     $ 1,127     $ 10,739     $ 50,923  
Total
  $ 50,393     $ 14,227     $ 2,127     $ 10,989     $ 77,736  
1 Represents the obligations and commitments for the remainder of the year.
2 The Company has the contractual right to cancel the mine operation contracts with 30 days advance notice. The amount included in the commitments table represents the contractual amount due within 30 days.
3 Purchase obligations for supplies and consumables - includes commitments related to new purchase obligations to secure a supply of cyanide, reagents, mill balls and other spares.
4 Reclamation provisions - amounts presented in the table represent the undiscounted uninflated future payments for the expected cost of reclamation.
 
 
Derivative financial instruments – Hedging

The Company assesses its financial instruments and non‐financial contracts on a regular basis to determine the existence of any embedded derivatives which would be required to be accounted for separately at fair value and to ensure that any embedded derivatives are accounted for in accordance with the Company’s policy. The Company entered into forward contracts to hedge against the risk of declining gold prices for a portion of its forecasted gold sales.

As at June 30, 2015, the Company had the following outstanding gold forward contracts:
 
Settlement Date
 
Ounces Hedged
   
Average US$ per ounce
   
Spot price on June 30, 2015
   
Unrealized gain
 
August 27, 2015
    10,593     $ 1,227     $ 1,171     $ 598  
 
The Company enters into gold forward contracts to hedge against the risk of a declining US dollar denominated gold prices for a portion of its forecasted gold sales. The Company closely monitors the changes in gold price and, as deemed appropriate, may enter into gold forward contracts with the aim of minimizing the impact of adverse changes to the US dollar denominated price of gold.

Forward exchange contracts are derivative financial instruments and are used for risk management purposes and not for generating trading profits. The Company closely monitors exchange rates and, as deemed appropriate, may enter into forward currency contracts (to the extent that credit facilities are available) with the aim of minimizing the impact of adverse changes of the R$ and US$ relationship. As at June 30, 2015, the Company did not have any outstanding forward foreign exchange contracts.
 
 
23

 
 
To the extent that derivative instruments are in assets or unrealized gain position, the Company is exposed to credit-related losses in the event of non-performance by its financial counterparties to the derivative financial instruments, but does not expect these counterparties to fail to meet their obligations.

Hedge accounting is applied to cash flow hedges that qualify under the hedging requirements of IAS 39 Financial Instruments: Recognition and Measurement (“IAS39”). Under hedge accounting, derivative instruments are recorded on the statement of financial position at fair value.  The effective portion of any gain or loss on the hedging instrument, net of any tax effects, is recognized in other comprehensive income (“OCI”) and recycled into earnings when the hedge item affects earnings. The ineffective portion is reported as an unrealized gain (loss) on derivatives contracts in the statements of operations and comprehensive loss.

Unrealized gains and losses on forward sales contracts are a result of the difference between the forward spot price of the gold and the forward sales contract price. Unrealized gains and losses on forward foreign exchange contracts are primarily a result of the difference between the forward currency contract price and the spot price of the Brazilian Reais.
 
FINANCIAL RESTRUCTURING PLAN– CCAA PROCEEDINGS

On November 13, 2013, the Company and its subsidiaries entered into a support agreement (as amended, the “Support Agreement”) with holders (the “Noteholders”) of approximately 81% of its $165.0 million 4.5% Senior Unsecured Convertible Notes due November 1, 2014 (“4.5% Convertible Notes”) and 82% of its $103.5 million 5.5% Senior Unsecured Convertible Notes due March 31, 2016 (together with the 4.5% Convertible Notes, the “Notes” – see Note 9) to effect a recapitalization and financing transaction that would eliminate approximately $268.5 million of the Company’s outstanding indebtedness by exchanging the Notes for common shares of Jaguar and inject approximately $50.0 million into the Company by way of a backstopped share offering (the “Share Offering”) by the Noteholders pursuant to a backstop agreement dated November 13, 2013 (as amended, the “Backstop Agreement”) between the Company, its subsidiaries and certain Noteholders. Additional Noteholders signed consent agreements to the Support Agreement such that as of November 26, 2013, holders of approximately 93% of the Notes had signed the Support Agreement or a consent agreement thereto.
 
On December 23, 2013, the Company filed for creditor protection (the “CCAA Proceedings”) under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”) in the Ontario Superior Court of Justice (Commercial List) (the “Court”).  The CCAA Proceedings were commenced in order to implement a recapitalization transaction as contemplated in the Support Agreement through a plan of compromise and arrangement (as amended, supplemented or restated from time to time, the “CCAA Plan”). The Court granted an Initial Order, Claims Procedure Order and Meeting Order, each dated December 23, 2013.

The Claims Procedure Order provided for, among other things, the establishment of a claims procedure for the identification, quantification and determination of certain claims against the Company. Pursuant to the Meeting Order, Jaguar was authorized to call a meeting (the “Meeting”) of Affected Unsecured Creditors (as defined in the CCAA Plan) to consider and, if deemed advisable, to pass a resolution approving the CCAA Plan. The Meeting was held on January 31, 2014 and the CCAA Plan was approved by 100% of the Affected Unsecured Creditors that voted, in person or by proxy, at the Meeting. Following the Meeting, Jaguar obtained an order from the Court on February 6, 2014 sanctioning the CCAA Plan.
 
 
24

 
 
Thereafter, on April 22, 2014, the Company successfully implemented the CCAA Plan.  Based on the CCAA Plan a series of steps leading to an overall capital reorganization of Jaguar were implemented. These steps included:

·
The common shares of the Company issued and outstanding immediately prior to the implementation of the CCAA Plan were consolidated at a ratio of one (1) post-consolidation common share for each 86.39636 pre-consolidation common shares (the “Consolidation”);
·
The Noteholders and certain other Affected Unsecured Creditors of the Company with proven claims received their pro-rata share of 14,000,000 common shares of the Company in exchange for their Notes and in satisfaction of their claims, respectively, and Noteholders who signed the Support Agreement, or a consent agreement thereto, as of November 26, 2013, received their pro rata share of an additional 5,000,000 common shares of the Company in exchange for their Notes.  Pursuant to the CCAA Plan, the Notes (and the indentures under which such Notes were issued) have been irrevocably and finally cancelled and all unsecured claims of certain affected unsecured creditors of the Company are fully and finally released;
·
Noteholders who participated in the Share Offering purchased up to their pro rata share of 70,955,797 common shares of the Company (collectively, the “Offering Shares”) and such Noteholders received their pro-rata share of 9,044,203 common shares of the Company (the “Accrued Interest Offering Shares”) in exchange for their Notes;
·
Noteholders who backstopped the Share Offering pursuant to the Backstop Agreement purchased their pro-rata share (based on their backstop commitments) of the Offering Shares not subscribed for under the Share Offering and received their pro rata share of an additional 11,111,111 common shares of the Company (the “Backstopped Commitment Shares”) in exchange for their Notes.

The gain on debt extinguishment resulting from implementing the CCAA Plan is summarized as follows:
 
Extinguishment of principal portion of the Notes
  $ 268,500  
Extinguishment of interest accrued on the Notes
    10,454  
Fair value of 19,000,000 common shares issued in exchange for extinguishment of the Notes
    (13,388 )
Gain on debt extinguishment
  $ 265,566  
 
In connection with the CCAA Plan, the Company negotiated amendments to certain terms of the Renvest Credit Facility (as defined in Note 9(b) of the condensed interim consolidated financial statements for the period ended June 30, 2015). The Facility amendments provide among other things the following key changes:

·
the maturity date of the Facility was extended to December 31, 2015 from July 25, 2014;
·
mandatory repayments of $1.0 million of principal amount plus accrued and unpaid interest shall be made each month from and including July 2014 to and including November 2015, with the balance of all outstanding obligations to be repaid on December 31, 2015;
·
the Lender shall have a right to convert up to $5.0 million of the outstanding obligations under the Facility into equity at a specified conversion price (subject to certain anti-dilution protections); and
·
existing breaches, defaults and events of default under the Facility were waived by the Lender.
 
 
25

 
 
In connection with the above amendments, the Company agreed to repay immediately to the Lender $10.0 million on account of the outstanding obligations under the Facility and the Lender waived its rights under the Facility to receive any portion of the net proceeds of the Share Offering, with the exception of the agreed upon $10.0 million repayment described above. The capital structure of the Company as at June 30, 2015 is outlined below:

All amounts in US$ millions, except number of common shares
 
As at June 30, 2015
 
Bank Indebtedness
  $ 14.6  
Renvest Facility
    8.3  
Vale Note
    2.1  
Total Debt
  $ 24.9  
Less: Cash and Cash Equivalents
    (4.8 )
Total Net Debt1
  $ 20.1  
Number of Common Shares Outstanding
 
111.1 million
 
1 Net debt is a Non-IFRS Performance Measure and is defined as total indebtedness excluding unamortized transaction costs and premiums or discounts associated with debt, less cash and cash equivalents. Net debt provides a measure of indebtedness in excess of the current cash available. We reduce gross indebtedness by cash and cash equivalents on the basis that they could be used to pay down debt.
 
 
Health and Safety

During the second quarter of 2015, the Lost Time Incidents (‘LTIs’) increased to three as compared to zero incidents during the same period in 2014. For each incident, management identifies the likely causes and develops remediation plans to prevent future recurrences. The overall LTI frequency rate is calculated as number of lost-time injuries per million hours worked.  The number of injuries without lost time in the second quarter of 2015 has increased to 13 compared to 11 in second quarter of 2014.

Jaguar is planning to start the process of being accredited for OHSAS 18001, which the Company expects to achieve during the next few years. The Loss Control Management (‘LCM’) system already in place has many of the key elements required. LCM main elements are based on checking of procedures, facilities and equipment, human behavior and response to accidental scenarios whereas OHSAS as a management system, considers other key prevention elements like objectives/goals, legal and regulatory requirements, operational controls, personnel competence, training & awareness and internal audits.
 
Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet investment or debt arrangements.
 
Related-Party Transactions

The Company incurred legal fees from Azevedo Sette Advogados (“ASA”), a law firm whose partner is Luis Miraglia, a director of Jaguar.  Fees paid to ASA are recorded at the exchange amount – being the amount agreed to by the parties and included in administration expenses in the statements of operations and comprehensive loss – and amounted to $16,000 and $39,000 for the three and six months ended June 30, 2015, respectively ($6,000 and $22,000 for the three and six months ended June 30, 2014, respectively).

The Company also incurred legal fees from Goodmans LLP (“Goodmans”), a law firm where Robert Chadwick, a director of Jaguar is a partner.  Fees paid to Goodmans are recorded at the exchange amount – being the amount agreed to by the parties and included in administration expenses in the statements of operations and comprehensive loss  – and amount to $2,000 for the three and six months ended June 30, 2015 ($nil for the three and six months ended June 30, 2014).
 
 
26

 
 
LITIGATION AND CONTINGENCIES

Labour Practices

Brazilian labour law is a complex system of statutes and regulations. Labour claims initiated by employees are quite common practice in Brazil and one which are endemic for companies operating in Brazil. Labour lawsuits are inexpensive and represent minimum risk for employees. Also, in most of the cases, the burden of proof will lie on the defendant Company to disprove the plaintiff’s allegations. That, coupled with an overall hyper-sensitivity of the Labour Courts to a perceived imbalance in the employer-employee relationship, has historically led courts to overcompensate with an overall employee protectionist approach. As such, corporate labour compliance is a key point in Brazilian-based operations to minimize the impact of labour claims. Strict compliance and, more importantly, properly documented procedures to support compliance are extremely important. The Company has historically not been in full compliance of labour regulations nor did it have the proper procedures or documentation in place to support labour claims defences, which led to the bulk of the litigation contingencies recorded.

In March 2013, Management retained external counsel to review the Company’s labour practices in Brazil to determine areas of improvement. As a result, management received a report which identified areas of concern and potential labour liability (the “Report”). The final Report identified at least 47 labour law violations in the Company’s legacy human resource practices capable of generating financial liability and an additional violation was identified by management, totaling 48 labour law violations.  Management has been tracking the 48 violations and has since implemented changes in procedures to eliminate those issues going forward and made significant progress during 2014, in addressing the deficiencies. The Human Resource Department continues to monitor the implementation of those deficiencies. The Company continues to monitor its compliance practices and makes an ongoing reassessment of such practices. Where the Company may see certain improvements at one point in time, occasional flaws continue to be identified and addressed. Currently, 76% of the identified violations are considered in compliance, while 20% are being addressed and the remaining 4% are in risk. Going forward the Company expects to strengthen such compliance procedures by reassessing key controls which includes the assessment of such initiatives in conjunction with the legal department.
 
Labour Lawsuits

As of June 30, 2015, there were 466 employee-initiated lawsuits active against the Company, largely related to wages.  Based on management's assessment of the likelihood of loss related to 361 lawsuits, the Company has recorded approximately $20.6 million as legal contingencies as at June 30, 2015, of which $4.1 are likely to be incurred within the next 12 months. The aggregate court deposits are of approximately $2.0 million and the settlement costs during the second quarter of 2015 total approximately $100,000. There can be no assurance that additional lawsuits will not be filed against the Company in the future with respect to past practices.

Litigation with Former Directors and Officers

On July 30, 2013, Daniel R. Titcomb (“Titcomb”), the Company’s former President and Chief Executive Officer, and a group of former officers, a former Director and a former related party (Brazilian Resources Inc. -“BZI”, a company of which Titcomb is a Director) (“Plaintiffs”), filed a complaint (the “Complaint”) in New Hampshire against the Company and selected current and former directors (the “Named Directors”) of the Company.  Among other items, the Complaint alleges wrongful termination of Titcomb on December 6, 2011 and mismanagement of the strategic review process regarding the possible change of control of Jaguar which ended May 8, 2012.

On November 21, 2013, the Company and the named directors filed motions to dismiss various aspects of the Complaint on a number of grounds (the “Motions to Dismiss”).
 
 
27

 
 
On December 27, 2013, the Plaintiffs filed a motion to (i) stay the Complaint until the Ontario Superior Court of Justice (Commercial List) lifts the stay in the CCAA proceeding or the CCAA proceeding  is concluded; and (ii) stay and suspend the deadline for the Plaintiffs to respond to the Motions to Dismiss.  The Company and the Named Directors did not object to this motion.  An order granting the requested stay was issued by the U.S. District Court for the District of New Hampshire on December 30, 2013.

On February 5, 2014, the Company entered into an agreement with the plaintiffs providing, among other things, that upon implementation of the CCAA Plan, the plaintiffs shall have no right to, and shall not, make any claim or seek any recoveries under the Complaint, other than enforcing such Plaintiffs’ rights, if any, to be paid from the proceeds of an enumerated company or director and officer insurance policy by the applicable insurers.  The Company agreed that, upon implementation of the CCAA Plan and if requested by the plaintiffs in the Complaint, it would withdraw its counterclaims against the plaintiffs in the Complaint.

On April 22, 2014, the CCAA Plan was implemented, thereby giving effect to the February 5, 2014 agreement between the Company and the Plaintiffs.  The Plaintiffs have not at this time requested that the Company withdraw its counterclaims against them.

On August 15, 2014, Titcomb filed an amended complaint against the Company and the former directors named in the original suit in the federal court in New Hampshire.  That claim was intended to be limited to Titcomb’s employment claims, but Titcomb also included aspects of the claims relating to the strategic review process.  The Company will move to dismiss those additional claims.  On September 30, 2014, the Company filed an amended answer for the Company and the directors. This claim was intended to be dropped, which it was, as at the date of filing.  No discovery has been taken in that action as of this date. Trial before the District Court was scheduled for July 2016 but has been stayed pending resolution of the issues of insurance coverage. The Company has been informed that the Plaintiffs filed a Notice of Action with the Ontario Superior Court of Justice (Commercial List) on May 7, 2014.  The Notice of Action is subject to the terms of the February 5, 2014 agreement and the CCAA Plan. The Complaint in the Canadian action was served in late 2014. No accrual has been recorded with respect to the Complaint or the Notice of Action.

MSOL vs. Brazilian Resources, Inc.

BZI failed to pay to the Company on December 31, 2012 and December 31, 2013, an amount of $197,872 for each year, totaling the amount of $395,744 by way of a note payable.  The Company is pursuing redress through court action in Brazil and had a lien on real estate in Concord, New Hampshire to ensure the protection of its interests against BZI.  Subsequent to the year end, after the sale of the above mentioned real estate, an amount was deposited in an escrow account with the Company’s law firm for release upon definition of the outcome of the claim.

BZI also has yet to pay approximately $198,000 in respect of a Brazilian labour court settlement.  By way of background, in 2008, a Brazilian labour claim settlement for R$378,108 was awarded against a BZI subsidiary in Brazil known as BW Mineração Ltda. (“BZI BW”).  As BZI BW failed to pay the court ordered claim and the Brazilian labour court considered MSOL, MTL and BZI BW, to be an economic group, and MSOL and MTL had funds taken directly from their Brazilian bank accounts by the court to settle the R$378,108 claim on BZI BW’s behalf.  BZI subsequently agreed to repay the amount awarded by the court to MSOL and MTL. The BZI liability is denominated in Brazilian Reais in the amount of 378,108, bears interest at U.S. LIBOR payable quarterly. No payment of interest, accrued interest or principal has been made to date, nor has BZI confirmed a date when it intends to pay its debt outstanding. The Company is pursuing court action in the Merrimack Superior Court of New Hampshire, USA, to obtain repayment in full.
 
 
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Environmental Issues

Jaguar’s operations are subject to environmental regulation in Brazil.  The Company has not been in full compliance with all environmental laws and regulations or held, or been in full compliance with, all required environmental and health and safety permits at all times.  The Company is currently subject to a number of reclamation and remediation liabilities and may have civil or criminal fines or penalties imposed for alleged violations of applicable laws or regulations in Brazil. The Company has implemented and prioritized control structures and monitoring programs to address environmental non-compliance, and a reclamation plan for its mining/project sites is being prepared.

The environment team was restructured in the last quarter of 2014, including hiring experts in the areas of hydrogeology, environmental liabilities and environmental licensing. The new team has begun a process of identifying critical aspects of compliance and assessing costs to address unconformities. Management’s plan is to resume reclamation activities and remediate violations in 2015.

RISKS AND UNCERTAINTIES

The business of Jaguar involves significant risk due to the nature of mining, exploration, and development activities.  Certain risk factors are related to the mining industry in general while others are specific to Jaguar.  The Company’s exposure to risks and other uncertainties are particularly described in the Company’s Annual Information Form for the period ended December 31, 2014.  Such risk factors could materially affect the future operating results of the Company and could cause actual events to differ materially from those described in forward-looking statements relating to the Company.
 
DEVELOPMENT AND EXPLORATION
 
Gurupi Project

The Gurupi Project, wholly owned by the Company through its Brazilian subsidiary MCT, is located in the State of Maranhão, Brazil, and comprises a total area of 131,332 hectares. Jaguar received the Preliminary License (“LP”) in June 2011. After the LP was granted, Jaguar completed part of the detailed engineering required to obtain the Installation License (“LI”). In January 2012, Jaguar received the LI, which authorizes the construction of Gurupi’s processing plant. On November 20, 2013, Jaguar became aware that the Public Prosecutor in Brazil filed a lawsuit against MCT aiming at suspending the environmental licenses based on a number of unsupported allegations. In the preliminary decision, the judge decided to: (i) suspend the environmental licenses granted to MCT, (ii) prohibit any construction at the gold beneficiation plant, and (iii) stop any kind of negotiation with settlers without the participation of INCRA. MCT has not been served yet with the formal notice relating to the judge’s decision. The Company has retained the services of a legal firm to vigorously defend the case.

The Company continues to perform low cost investigations and studies including metallurgical test work and mine planning work to evaluate all options focusing on development alternatives that might lower the projected capital expenditure and diminishing the time of development of the Gurupi Project.

Pedra Branca Project

The Pedra Branca Project is located in the State of Ceará in northeastern Brazil and is currently comprised of 21 exploration licenses, totaling 34,223 hectares covering a 38-kilometer section of a regional shear zone. Final exploration reports and a PEA (Preliminary Economic Analysis) have been delivered to DNPM for three of these licenses. The concessions are located in and around municipal areas with good infrastructure. The mineralized structures are open along strike with potential for significant gold mineralization.

Further work on the Pedra Branca Project, has been delayed as the Company focuses its efforts on the operating projects, Turmalina and Caeté operations.  Consequently, the Company made only those expenditures required to maintain the claims and land tenure in good standing.
 
 
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The Pedra Branca Project is 100% owned by Jaguar through its wholly owned subsidiary MSOL.  Based on the acquisition agreement of the project entered into with Glencore Xstrata plc. (“Glencore”), Glencore holds rights to a Net Smelter Royalty of one percent (1%) on future gold production and rights of first refusal on any Base Metal Dominant Deposit (as defined in the amendment) discovered, which if exercised, would allow Glencore to hold 70% of equity in a newly formed legal entity to hold such rights upon payment of three hundred percent (300%) of the Company’s exploration expenditures incurred exclusively on the relevant Base Metal Dominant Area of the property.

Turmalina - Zona Basal Project

During 2013, the Company completed the final exploration report on the southeastern portion of the Zona Basal target, located 3 kilometers west of the Turmalina plant facility and filed it with the DNPM. The Company has subsequently applied for the mining permit.

Palmital and Bocaina

The Company has applied for permits for iron minerals in its Palmital and Bocaina gold exploration permits, located 26 km from Itabirito, state of Minas Gerais, Brazil. Jaguar has filed a communication to DNPM declaring the existence of a mineral deposit containing iron, on its gold exploration permits in the Bocaina and Palmital areas, located at approximately 130 meters from the gate to the Corporation’s Palmital gold mine, now under care and maintenance. The access to the area is the same as to the Palmital gold mine.

Jaguar applied for a Guia de Utilização (a mining authorization) with DNPM in April 2014, and a LOP (Licença de Operação para Pesquisa or Exploration License) with SUPRAM (Superintendência de Regularização Ambiental de Minas Gerais), the state environmental agency in July 2014. Based on the initial exploration activities conducted to date, a talus type of iron minerals deposit, containing hematite, itabirite, and quartz fragments, cemented by limonite, goethite and other iron and clay minerals, has been mapped and surveyed by Jaguar.
 
QUALIFIED PERSON

Scientific and technical information contained in this MD&A has been reviewed and approved by Marcos Dias Alvim, BSc Geo., MAusIMM (CP), Project Development Manager, who is an employee of Jaguar Mining Inc., and is a ‘qualified person’ as defined by National Instrument 43-101- Standards of Disclosure for Mineral Projects (“NI 43-101”).
 
OUTSTANDING SHARE DATA
 
   
As at Aug 11, 2015
 
       
Issued and outstanding common shares
    111,136,038  
Stock options
    2,279,735  
Deferred Shares Units
    1,500,566  
Total
    114,916,339  
 
 
30

 
 
NON-IFRS PERFORMANCE MEASURES

The Company has included the following non-IFRS performance measures: cash operating margin per ounce of gold produced, cash operating cost per tonne of ore processed, and cash operating cost per ounce of gold produced, all-in costs per ounce of gold sold and earnings before tax, depreciation and amortization (“EBITDA”) in this document.  These non-IFRS performance measures do not have any standardized meaning prescribed by IFRS and, therefore, may not be comparable to similar measures presented by other companies.  The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate the Company’s performance.  Accordingly, they are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.  More specifically, management believes that these figures are a useful indicator to investors and management of a mine’s performance as they provide: (i) a measure of the mine’s cash margin per ounce, by comparison of the cash operating costs per ounce to the price of gold; (ii) the trend in costs as the mine matures; and (iii) an internal benchmark of performance to allow for comparison against other mines. The definitions of these performance measures and reconciliation of the non-IFRS measures to reported IFRS measures are as follows:

Reconciliation of cash operating costs per ounce sold, all-in sustaining costs, all-in costs per ounce sold
 
($ thousands, except where indicated)
 
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
 
 
2015
   
2014
   
2015
   
2014
 
Cost of production (per statement of operations)
  $ 16,808     $ 23,274     $ 36,941     $ 44,610  
Cost Adjustment1
    -       -       -       -  
Adjusted cost of production
    16,808       23,274       36,941       44,610  
General & Administration Expenses
    3,067       3,037       5,348       7,074  
Corporate stock-based compensation
    180       697       364       742  
Sustaining capital expenditures1
    3,052       4,830       8,327       8,653  
All-in sustaining cash costs
    23,107       31,838       50,980       61,079  
Reclamation - accretion (operating sites)
    504       254       1,038       406  
All-in sustaining costs1,2
  $ 23,611     $ 32,092     $ 52,018     $ 61,485  
Non-sustaining capital expenditures1
    144       180       250       650  
Exploration and evaluation costs (greenfield)
    29       81       78       120  
Reclamation - accretion (non-operating sites)
    189       -       102       177  
Care and maintenance (non-operating sites)
    292       520       576       1,126  
All-in costs 1,2
  $ 24,265     $ 32,873     $ 53,024     $ 63,558  
Ounces of gold sold
    19,184       24,002       43,412       48,183  
Cash operating costs per ounce sold1
  $ 876     $ 970     $ 851     $ 926  
All-in sustaining cash cost per ounce sold1
  $ 1,204     $ 1,326     $ 1,174     $ 1,268  
All-in sustaining cost per ounce sold1
  $ 1,231     $ 1,337     $ 1,198     $ 1,276  
All-in cost per ounce sold1
  $ 1,265     $ 1,370     $ 1,221     $ 1,319  
1 Cash operating costs, all-in sustaining costs and all-in costs are all non-gaap financial performance measures with no standard definition under IFRS. Result may not calculate due to rounding.
 
2 Capital expenditures are in included in our calculation of all-in sustaining costs and all-in costs.
 
 
 
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Cash operating costs per ounce sold, all-in sustaining costs (by mine)
 
($ thousands, except where indicated)
 
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
 
 
2015
   
2014
   
2015
   
2014
 
Turmalina
                       
Cost of production
  $ 6,891     $ 10,258     $ 16,888     $ 20,839  
Sustaining capital expenditures
    2,135       2,040       5,439       3,153  
All-in sustaining costs1
  $ 9,026     $ 12,298     $ 22,327     $ 23,992  
Ounces of gold sold
    9,610       13,481       22,806       24,994  
Cash operating costs per ounce sold1
  $ 717     $ 761     $ 741     $ 834  
All-in sustaining cost per ounce sold1
  $ 939     $ 912     $ 979     $ 960  
                                 
Caeté Complex
                               
Cost of production
  $ 9,917     $ 13,016     $ 20,053     $ 23,771  
Cost Adjustment1
    -       -       -       -  
Adjusted cost of production
    9,917       13,016       20,053       23,771  
Sustaining capital expenditures
    917       2,790       2,888       5,500  
All-in sustaining costs1
  $ 10,834     $ 15,806     $ 22,941     $ 29,271  
Ounces of gold sold
    9,574       10,521       20,606       23,189  
Cash operating costs per ounce sold1
  $ 1,036     $ 1,237     $ 973     $ 1,025  
All-in sustaining cost per ounce sold1
  $ 1,132     $ 1,502     $ 1,113     $ 1,262  
1 Cash operating costs and all-in sustaining costs are all non-gaap financial performance measures with no standard definition under IFRS. Results of individual mines may not add up to the consolidated numbers due to rounding.
 
                                 
 
Reconciliation of Net Income (Loss) to EBITDA
 
($ thousands, except where indicated)
 
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
 
 
2015
   
2014
   
2015
   
2014
 
Net income (loss)
  $ (4,383 )   $ 246,646     $ (17,328 )   $ 230,888  
Income tax expense
    (284 )     767       3,381       760  
Finance costs
    1,059       2,382       2,183       7,201  
Depreciation and Amortization
    3,471       7,607       10,118       16,553  
EBITDA
  $ (137 )   $ 257,402     $ (1,646 )   $ 255,402  
Changes to legal provisions and Recoverable VAT
    1,075       3,704       8,845       7,724  
Stock based compensation
    180       697       364       742  
Net Realizable Value Adjustment
    -       579       32       (1,976 )
Financial instruments gain
    (618 )     (265,293 )     (38 )     (265,293 )
Adjusted EBITDA
  $ 500     $ (2,911 )   $ 7,557     $ (3,401 )
1 This is a non-gaap financial performance measures with no standard definition under IFRS.
 
 
 
32

 
 
Calculation of cash operating cost per ounce produced
 
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
($ thousands, except where indicated)
 
2015
   
2014
   
2015
   
2014
 
Consolidated
                       
Production costs per income statement
  $ 16,808     $ 23,274     $ 36,941     $ 44,610  
Royalty and CFEM
    (613 )     (872 )     (1,593 )     (1,889 )
Others Adjustments
    35       161       27       (1,346 )
Change in inventory
    228       302       (1,680 )     3,058  
Operational cost of gold produced
  $ 16,458     $ 22,865     $ 33,695     $ 44,434  
Gold produced (ounces)
    20,682       23,867       42,018       47,226  
Cash operating costs (per ounce produced)
  $ 796     $ 958     $ 802     $ 941  
                                 
Turmalina Plant
                               
Production costs per income statement
  $ 6,891     $ 10,258     $ 16,888     $ 20,839  
Royalty and CFEM
    (457 )     (687 )     (1,263 )     (1,478 )
Others Adjustments
    11       (10 )     43       222  
Change in inventory
    393       (377 )     (1,183 )     (644 )
Operational cost of gold produced
  $ 6,838     $ 9,184     $ 14,485     $ 18,939  
Gold produced (ounces)
    10,420       13,190       22,216       24,564  
Cash operating costs (per ounce produced)
  $ 656     $ 696     $ 652     $ 771  
                                 
Caeté Plant
                               
Production costs per income statement
  $ 9,917     $ 13,016     $ 20,053     $ 23,772  
Royalty and CFEM
    (156 )     (185 )     (330 )     (411 )
Others Adjustments
    24       171       (16 )     (1,568 )
Change in inventory
    (165 )     679       (497 )     3,702  
Operational cost of gold produced
  $ 9,620     $ 13,681     $ 19,210     $ 25,495  
Gold produced (ounces)
    10,262       10,677       19,802       22,662  
Cash operating costs (per ounce produced)
  $ 937     $ 1,281     $ 970     $ 1,125  
 
 
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CRITICAL ACCOUNTING ESTIMATES

The preparation of condensed interim consolidated financial statements in conformity with IFRS requires management to make estimates, judgments and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period.  Actual results could differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis.  Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Certain estimates, such as those related to the assessment of recoverability of the carrying amount of property, plant, and equipment and mineral exploration projects, valuation of recoverable taxes, deferred tax assets and liabilities, reclamation provisions, derivatives, liabilities associated with certain long-term incentive plans, measurement of inventory, provisions for legal actions and contingencies and disclosure of contingent assets and liabilities depend on subjective or complex judgments about matters that may be uncertain. Changes in these estimates could materially impact the Company’s condensed interim consolidated financial statements.


CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

The accounting policies applied in the interim consolidated financial statements as at June 30, 2015 are consistent with those used in the Company’s annual audited consolidated financial statements for the year ended December 31, 2014. The following are new pronouncements approved by the IASB. These new standards are not yet effective and have not been applied in preparing these financial statements, however, they may impact future periods:

 
 
·
IFRS 9 Financial Instruments - In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments, bringing together the classification and measurement, impairment and hedge accounting phases of the IASB’s project to replace IAS 39 Financial Instruments: Recognition and Measurement. The mandatory effective date of IFRS 9 would be annual periods beginning on or after January 1, 2018, with early adoption permitted. The impact of IFRS 9 on the Company’s financial instruments has not yet been determined.
 

 
 
·
IFRS 15 Revenue from Contracts with Customers was issued by IASB in May 2014.  It specifies how and when an IFRS reporter will recognize revenue as well as requiring such entities to provide users of financial statements with more informative, relevant disclosures. The standard provides a single, principles based five-step model to be applied to all contracts with customers. IFRS 15 is effective for annual reporting periods beginning on or after January 1, 2018. The impact of IFRS 15 on the Company’s condensed interim consolidated financial statements has not yet been determined.
 
 
34

 
 
GLOSSARY OF TERMS

DEVELOPMENT: Work carried out for the purposes of opening up a mineral deposit.  In an underground mine this includes shaft sinking, crosscutting, drifting and raising.

DILUTION: The effect of waste or low-grade ore which is unavoidably included in the mined ore, lowering the recovered grade.

DRILLING:
Core: drilling with a hollow bit with a diamond cutting rim to produce a cylindrical core that is used for geological study and assays.  This is used in mineral exploration.
In-fill/definition: method of drilling intervals between existing holes used to provide greater geological detail and to establish reserves estimates.

EXPLORATION: Prospecting, sampling, mapping, diamond-drilling and other work in search of a new ore body.

GRADE: The amount of metal in each tonne of ore, expressed as troy ounces per ton or grams per tonne for precious metals and as a percentage for most other metals.
Cut-off grade: the minimum metal grade at which an ore body can be economically mined (used in the calculation of ore reserves).
Mill-head grade: metal content of mined ore going into a mill for processing.
Average head grade: adjusted mill-head grade i.e. actual metal content of ore determined after final processing.

MILL: a processing facility where ore is finely ground and undergoes physical or chemical treatment to extract valuable metals.

ORE: Rock containing metallic or non-metallic minerals which can be processed for recovery.

RECOVERY RATE: A term used in process metallurgy to indicate the proportion of valuable material physically recovered in the processing of ore.  It is generally stated as a percentage of the material recovered compared to the total material originally present.

TAILINGS: The material that remains after all economic recoverable metals have been removed from the ore during processing.

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING

Management of the Company is responsible for establishing and maintaining a system of disclosure controls and procedures to provide reasonable assurance that all material information relating to the Company is gathered and reported to senior management on a timely basis so that appropriate decisions can be made regarding public disclosure.

Management is also responsible for establishing and maintaining adequate internal controls over financial reporting (as such term is defined under rules adopted by the U.S. Securities Exchange Commission and National Instrument 52-109 as issued by the Canadian Securities Administrator).  Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

There have been no changes during the quarter ended June 30, 2015 that, in management’s view, would have materially affected, or that are reasonably likely to materially affect, the Company’s internal controls over financial reporting. The Company’s management has attested to its internal controls over financial reporting for the quarter ended June 30, 2015.
 
 
35

 
 
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this MD&A constitute “Forward-Looking Statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Canadian securities legislation.  These Forward-Looking Statements include, but are not limited to, statements concerning the Company’s future objectives, Measured and Indicated Mineral Resources, Proven and Probable Mineral reserves, their average grade, the commencement period of production, cash operating costs per ounce and completion dates of feasibility studies, gold production and sales targets, capital expenditure costs, future profitability and growth in mineral reserves.  Forward-Looking Statements can be identified by the use of words such as, “are expected”, “is forecast”, “is targeted”, “approximately” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, or “will” be taken, occur or be achieved.  Forward-Looking Statements involve known and unknown risks, uncertainties and other factors which may cause the actual results or performance to be materially different from any future results or performance expressed or implied by the Forward-Looking Statements.

These factors include the inherent risks involved in the exploration and development of mineral properties, the uncertainties involved in interpreting drilling results and other geological data, fluctuating gold prices and monetary exchange rates, the possibility of project delays and cost overruns or unanticipated costs and expenses, uncertainties relating to the availability and costs of financing needed in the future, uncertainties related to production rates, timing of production and the cash and total costs of production, changes in applicable laws including laws related to mining development, environmental protection, and the protection of the health and safety of mine workers, the availability of labour and equipment, the possibility of civil insurrection, labour strikes and work stoppages and changes in general economic conditions.  Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in the Forward-Looking Statements, there may be other factors that could cause actions, events or results to differ from those anticipated, estimated or intended.

These Forward-Looking Statements represent the Company’s views as of the date of this MD&A.  The Company anticipates that subsequent events and developments may cause the Company’s views to change.  The Company does not undertake to update any Forward-Looking Statements, either written or oral, that may be made from time to time by, or on behalf of the Company, subsequent to the date of this discussion, other than as required by law.  For a discussion of important factors affecting the Company, including fluctuations in the price of gold and exchange rates, uncertainty in the calculation of mineral resources, competition, uncertainty concerning geological conditions and governmental regulations and assumptions underlying the Company’s Forward-Looking Statements, see “CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS” and “RISK FACTORS” in the Company’s Annual Information Form for the year ended December 31, 2014, filed on SEDAR and available at www.sedar.com.  Further information about the Company is available on its corporate website at www.jaguarmining.com.
 
 
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CAUTIONARY NOTE TO U.S. INVESTORS

The disclosure in this MD&A and documents incorporated by reference has been prepared in accordance with the requirements of Canadian securities laws, which differ from the requirements of United States securities laws.

Unless otherwise indicated, all mineral reserves and mineral resources estimates included in this MD&A have been prepared in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) and the CIM classification system.  NI 43-101 is a rule developed by the Canadian Securities Administrators (“CSA”) that establishes standards for all public disclosure a Canadian issuer makes of scientific and technical information concerning mineral projects.

Canadian standards, including NI 43-101, differ significantly from the requirements of the Securities and Exchange Commission (the “SEC”), and mineral reserve and mineral resource information contained in this Annual Information Form may not be comparable to similar information disclosed by U.S. companies. In particular, and without limiting the generality of the foregoing, this Annual Information Form uses the terms “Measured Mineral Resources,” “Indicated Mineral Resources” and “Inferred Mineral Resources.” U.S. investors are advised that, while such terms are recognized and required by Canadian securities laws, the SEC does not recognize them.  Under U.S. standards, mineralization may not be classified as a “Mineral Reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the mineral reserve determination is made. U.S. investors are cautioned not to assume that any part of the “Measured Mineral Resource” or “Indicated Mineral Resource” will ever be converted into a “Mineral Reserve.”  U.S. investors should also understand that “Inferred Mineral Resources” have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility.  It cannot be assumed that all or any part of “Inferred Mineral Resources” exist, are economically or legally mineable or will ever be upgraded to a higher category. Under Canadian securities laws, estimated “Inferred Mineral Resources” may not form the basis of feasibility or pre-feasibility studies except in rare cases.  Disclosure of “contained ounces” in a Mineral Resource is also permitted disclosure under Canadian securities laws.  However, the SEC normally only permits issuers to report mineralization that does not constitute “Mineral Reserves” by SEC standards as in-place tonnage and grade, without reference to unit measures.  The requirements of NI 43-101 for identification of “Mineral Reserves” are also not the same as those of the SEC, and Mineral Reserves reported in compliance with NI 43-101 may not qualify as “Mineral Reserves” under SEC standards. Accordingly, information concerning mineral deposits set forth may not be comparable with information made public by companies that report in accordance with U.S. standards.
 
 
37

 

CORPORATE DIRECTORY
 
BOARD OF DIRECTORS
 
Richard D. Falconer(1)(3) Chairman
George M. Bee
Edward V. Reeser(1)(2)(3)(4)
Luis R. Miraglia(2)(4)
Stephen Hope(1)(2)(4)
Jared Hardner(3)
Robert J. Chadwick (4)
 
(1).  Audit & Risk Committee
    (2)  Governance, Compensation and Nominating Committee
(3)  Safety, Environmental, Technical & Reserves Committee
(4) Special Committee
 
OFFICERS AND SENIOR MANAGEMENT
 
 
George M. Bee
Chief Executive Officer
 
Derrick H. Weyrauch
Chief Financial Officer
 
Jim Healy
Executive Vice President, Development
 
Ubiratã Oliveira
Executive Vice President, Operations
 
Hashim Ahmed
Vice President, Controller
 
Cintia Zanellato
Corporate Secretary and General Counsel
 
PRINCIPAL EXECUTIVE OFFICE
 
67 Yonge Street, Suite 1203
Toronto, ON  M5E 1J8
Canada
 
Phone: (416) 628-9601
Fax: (647) 494-8885
Website: www.jaguarmining.com
 
ADMINISTRATIVE OFFICES
 
Rua Levindo Lopes, 323 - Funcionários
CEP 30140-170 - Belo Horizonte
Brazil
REGISTERED OFFICE
 
67 Yonge Street, Suite 1203
Toronto, ON   M5E 1J8
Canada
 
AUDITORS
 
KPMG LLP
Toronto, ON, Canada
 
LEGAL COUNSEL
 
Bennett Jones LLP
Toronto, ON, Canada
 
Azevedo Sette Advogados
Belo Horizonte, MG, Brazil
 
BANKS
 
HSBC
Toronto, ON, Canada
 
Royal Bank of Canada
Toronto, ON, Canada
 
STOCK TRANSFER AGENT
 
Computershare Investor Services Inc.
100 University Avenue, 9th Floor
Toronto, ON  M5J 2Y1
Canada
Phone: 1 (800) 564-6253
Fax: 1 (866) 249-7775
Email: service@computershare.com
 
EXCHANGE LISTING
 
TSX-V: “JAG”
 
 


EX-99.3 4 exh99_3.htm EXHIBIT 99.3 exh99_3.htm
 


Exhibit 99.3
 
 
FORM 52-109FV2
CERTIFICATION OF INTERIM FILINGS
VENTURE ISSUER BASIC CERTIFICATE


I, George Michael Bee, Chief Executive Officer of Jaguar Mining Inc., certify the following:

1.
Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Jaguar Mining Inc. (the “issuer”) for the interim period ended June 30, 2015.

2.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.


Date:           August 13, 2015

/signed/
_______________________________
George Michael Bee
Chief Executive Officer
 
       
       
    NOTE TO READER  
       
   In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of   
       
  i)
controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
 
       
  ii)
a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
 
       
   The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.  
     
 

 


EX-99.4 5 exh99_4.htm EXHIBIT 99.4 exh99_4.htm
 


Exhibit 99.4
 
 
FORM 52-109FV2
CERTIFICATION OF INTERIM FILINGS
VENTURE ISSUER BASIC CERTIFICATE


I, Derrick Weyrauch, Chief Financial Officer of Jaguar Mining Inc., certify the following:

1.
Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Jaguar Mining Inc. (the “issuer”) for the interim period ended June 30, 2015.

2.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.


Date:           August 13, 2015

/signed/
_______________________________
Derrick Weyrauch
Chief Financial Officer
 
       
       
    NOTE TO READER  
       
 
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
 
       
  i)
controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
 
       
  ii)
a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
 
       
 
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
 
     
 
 
 


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