EX-99.1 2 exhibit_99-1.htm CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2016 exhibit_99-1.htm

EXHIBIT 99.1
 

 
 












PRETIUM RESOURCES INC.





CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2016 AND 2015
(Expressed in Canadian Dollars)













Suite 2300, Four Bentall Centre
1055 Dunsmuir Street, PO Box 49334
Vancouver, BC V7X 1L4

Phone: 604-558-1784
Email: invest@pretivm.com



 
1

 

PRETIUM RESOURCES INC.
 
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
 
(Unaudited - Expressed in thousands of Canadian dollars)
 
                   
         
March 31,
   
December 31,
 
   
Note
   
2016
   
2015
 
                   
ASSETS
                 
                   
Current assets
                 
Cash and cash equivalents
        $ 479,994     $ 387,925  
Receivables and other
  3       17,154       20,406  
            497,148       408,331  
Non-current assets
                     
Mineral properties, plant and equipment
  4       1,118,368       1,021,415  
Other assets
  6       39,559       41,504  
Restricted cash
          8,495       8,495  
            1,166,422       1,071,414  
Total assets
        $ 1,663,570     $ 1,479,745  
                       
LIABILITIES
                     
                       
Current liabilities
                     
Accounts payable and accrued liabilities
  5     $ 41,304     $ 48,004  
            41,304       48,004  
Non-current liabilities
                     
Long-term debt
  6       451,610       428,829  
Decommissioning and restoration provision
  7       7,348       7,253  
Deferred income tax
          19,189       28,018  
            519,451       512,104  
                       
EQUITY
                     
                       
Share capital
  8       1,176,230       986,579  
Contributed surplus
  8       59,114       57,369  
Deficit
          (91,225 )     (76,307 )
            1,144,119       967,641  
Total liabilities and equity
        $ 1,663,570     $ 1,479,745  
                       
Contingencies
  11                  


On behalf of the Board:
     
 
“Ross A. Mitchell”
 
 
“George N. Paspalas”
 
Ross A. Mitchell
(Chairman of Audit Committee)
 
George N. Paspalas
(Director)
 


The accompanying notes are an integral part of these consolidated financial statements.

2

 
2

 

PRETIUM RESOURCES INC.
                 
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
 
(Unaudited - Expressed in thousands of Canadian dollars, except for share data)
             
                   
         
For the three months ended
 
         
March 31,
   
March 31,
 
   
Note
   
2016
   
2015
 
                   
EXPENSES
                 
                   
Share-based compensation
  8     $ 1,206     $ 2,388  
Salaries
          837       902  
Investor relations
          470       272  
Office
          403       302  
Listing and filing fees
          170       264  
Professional fees
          157       158  
Insurance
          131       130  
Travel and accommodation
          75       119  
Amortization
  4       34       15  
Consulting
          12       12  
                       
Operating loss
          (3,495 )     (4,562 )
                       
Foreign exchange gain
          6,280       603  
Interest income
          271       274  
Financing and interest costs
          (18 )     -  
Accretion of decommissioning and restoration provision
  7       (56 )     (9 )
Loss on financial instruments at fair value
  6       (23,894 )     -  
                       
Loss before taxes
          (20,912 )     (3,694 )
                       
Deferred income tax recovery
          5,994       164  
                       
Net loss and comprehensive loss for the period
        $ (14,918 )   $ (3,530 )
                       
                       
Basic and diluted loss per common share
        $ (0.10 )   $ (0.03 )
                       
Weighted average number of common shares outstanding
          154,470,603       129,615,991  



 







The accompanying notes are an integral part of these consolidated financial statements.

3

 
3

 

PRETIUM RESOURCES INC.
                 
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
             
(Unaudited - Expressed in thousands of Canadian dollars)
                 
                   
         
For the three months ended
 
         
March 31,
   
March 31,
 
   
Note
   
2016
   
2015
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net loss for the period
        $ (14,918 )   $ (3,530 )
Items not affecting cash:
                     
Accretion of decommissioning and restoration provision
          56       9  
Amortization
          34       15  
Loss on financial instruments at fair value
  6       23,894       -  
Deferred income tax recovery
          (5,994 )     (164 )
Share-based compensation
  8       1,206       2,388  
Unrealized foreign exchange gain
          (6,483 )     -  
Changes in non-cash working capital items:
                     
Receivables and other
          290       (512 )
Accounts payable and accrued liabilities
          (1,542 )     (301 )
Net cash used in operating activities
          (3,457 )     (2,095 )
                       
CASH FLOWS FROM FINANCING ACTIVITIES
                     
Common shares issued
  8       195,318       99,126  
Share issue costs
          (10,395 )     (3,470 )
Proceeds from exercise of stock options
          1,659       120  
Net cash generated by financing activities
          186,582       95,776  
                       
CASH FLOWS FROM INVESTING ACTIVITIES
                     
Expenditures on mineral properties, plant and equipment
  4       (86,074 )     (23,759 )
Restricted cash
          -       (1,006 )
Net cash used in investing activities
          (86,074 )     (24,765 )
                       
Change in cash and cash equivalents for the period
          97,051       68,916  
                       
Cash and cash equivalents, beginning of the period
          387,925       34,495  
Effect of foreign exchange rate changes on cash and cash equivalents
                 
            (4,982 )     -  
Cash and cash equivalents, end of the period
        $ 479,994     $ 103,411  










The accompanying notes are an integral part of these consolidated financial statements.

 
 
4

 
 
PRETIUM RESOURCES INC.
                                   
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY
       
(Unaudited - Expressed in thousands of Canadian dollars, except for share data)
             
                                     
                                     
   
Note
   
Number of common shares
   
Share capital
   
Contributed surplus
   
Deficit
   
Total
 
Balance - December 31, 2014
          116,828,081     $ 795,034     $ 59,970     $ (75,773 )   $ 779,231  
                                               
Shares issued under private placement
    15,734,316       99,126       -       -       99,126  
                                               
Share issue costs
          -       (3,470 )     -       -       (3,470 )
                                               
Deferred income tax on share issue costs
    -       902       -       -       902  
                                               
Shares issued upon exercise of options
    20,000       186       (66 )     -       120  
                                               
Value assigned to options vested
      -       -       4,068       -       4,068  
                                               
Loss for the period
          -       -       -       (3,530 )     (3,530 )
                                               
Balance - March 31, 2015
          132,582,397     $ 891,778     $ 63,972     $ (79,303 )   $ 876,447  
                                               
Balance - December 31, 2015
          145,068,405     $ 986,579     $ 57,369     $ (76,307 )   $ 967,641  
                                               
Shares issued under marketed offering
  8       31,923,755       195,318       -       -       195,318  
                                               
Share issue costs
  8       -       (10,967 )     -       -       (10,967 )
                                               
Deferred income tax on share issue costs
    -       2,835       -       -       2,835  
                                               
Shares issued upon exercise of options
  8       272,000       2,465       (806 )     -       1,659  
                                               
Value assigned to options vested
  8       -       -       2,551       -       2,551  
                                               
Loss for the period
          -       -       -       (14,918 )     (14,918 )
                                               
Balance - March 31, 2016
          177,264,160     $ 1,176,230     $ 59,114     $ (91,225 )   $ 1,144,119  










 


The accompanying notes are an integral part of these consolidated financial statements.

7

 
5

 
PRETIUM RESOURCES INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the three months ended March 31, 2016 and 2015
(Expressed in thousands of Canadian dollars, except for share data)
 
 
 
1.             NATURE OF OPERATIONS

Pretium Resources Inc. (the "Company") was incorporated under the laws of the Province of British Columbia, Canada on October 22, 2010. The address of the Company’s registered office is Suite 2300, Four Bentall Centre, 1055 Dunsmuir Street, PO Box 49334, Vancouver, BC, V7X 1L4.

The Company is in the business of acquiring, owning, evaluating and developing gold/silver/copper mineral interests and owns the Brucejack and Snowfield Projects located in Northwest British Columbia, Canada. The Company is in the process of developing the Brucejack Project and exploring the Snowfield Project.

The Company’s continuing operations and the underlying value and recoverability of the amount shown for mineral properties, plant and equipment is entirely dependent upon the existence of economically recoverable mineral reserves and resources, the ability of the Company to obtain the necessary financing to complete exploration and development, the ability to obtain the necessary permits to mine for exploration and evaluation assets, and future profitable production or proceeds from the disposition of the projects.

2.            SIGNIFICANT ACCOUNTING POLICIES

Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). The accounting policies and methods of application in these financial statements are consistent with those applied by the Company in its most recent annual consolidated financial statements. Accordingly, these financial statements should be read in conjunction with the Company’s annual consolidated financial statements for the year ended December 31, 2015, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the IASB.

These condensed consolidated interim financial statements are expressed in thousands of Canadian dollars (unless otherwise stated) which is the Company’s functional currency.

These condensed consolidated interim financial statements were authorized for issue by the Board of Directors on May 12, 2016.

Critical accounting estimates and judgments

The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying its accounting policies. Estimates and other judgments are regularly evaluated and are based on management’s experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. The following discusses the most significant accounting judgments and estimates that the Company has made in the preparation of these condensed consolidated interim financial statements that could result in a material effect in the next financial year on the carrying amounts of assets and liabilities:



7

 
6

 
PRETIUM RESOURCES INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the three months ended March 31, 2016 and 2015
(Expressed in thousands of Canadian dollars, except for share data)
 
 
 
2.             SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

 
·
Impairment of exploration and evaluation assets

The application of the Company’s accounting policy for impairment of exploration and evaluation assets requires judgment to determine whether indicators of impairment exist including factors such as, the period for which the Company has the right to explore, expected renewals of exploration rights, whether substantive expenditures on further exploration and evaluation of resource properties are budgeted and results of exploration and evaluation activities up to the reporting date. Management has assessed impairment indicators on the Company’s exploration and evaluation assets and has concluded that no impairment indicators exist as of March 31, 2016.

 
·
Impairment of mineral properties, plant and equipment

The application of the Company’s accounting policy for impairment of mineral properties, plant and equipment requires judgment to determine whether indicators of impairment exist. The review of impairment indicators includes consideration of both external and internal sources of information, including factors such as market and economic conditions, metal prices and forecasts, commercial viability and technical feasibility and estimated project economics. Management has assessed impairment indicators on the Company’s mineral properties, plant and equipment and has concluded that no impairment indicators exist as of March 31, 2016.

 
·
Fair value of derivatives and other financial liabilities

The fair value of financial instruments that are not traded in an active market are determined using valuation techniques. Management uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period. Refer to Note 10 for further details on the methods and assumptions associated with the construction financing.

3.             RECEIVABLES AND OTHER
 
   
March 31,
   
December 31,
 
   
2016
   
2015
 
             
Taxes receivable
  $ 8,634     $ 4,790  
BC Mineral Exploration Tax Credit receivable
    6,406       13,207  
Prepayments and deposits
    2,087       2,386  
Other receivables
    27       23  
    $ 17,154     $ 20,406  




7

 
7

 
PRETIUM RESOURCES INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the three months ended March 31, 2016 and 2015
(Expressed in thousands of Canadian dollars, except for share data)
 
 

4.             MINERAL PROPERTIES, PLANT AND EQUIPMENT
 
   
Mineral properties
   
Construction in progress
   
Plant and equipment
   
Exploration and evaluation assets
   
Total
 
Cost
                             
Balance, beginning of period
  $ 513,306     $ 175,247     $ 20,337     $ 319,216     $ 1,028,106  
Additions
    -       95,835       2,284       62       98,181  
Transfer from construction in
                                       
progress to plant and equipment
    -       (3,900 )     3,900       -       -  
Balance, end of period
  $ 513,306     $ 267,182     $ 26,521     $ 319,278     $ 1,126,287  
                                         
Accumulated depreciation and depletion
                                 
Balance, beginning of period
  $ -     $ -     $ 6,691     $ -     $ 6,691  
Amortization and depletion
    -       -       1,228       -       1,228  
Balance, end of period
  $ -     $ -     $ 7,919     $ -     $ 7,919  
                                         
Net book value - March 31, 2016
  $ 513,306     $ 267,182     $ 18,602     $ 319,278     $ 1,118,368  

Mineral properties

Mineral properties consist solely of the Brucejack Project. The Company and the Nisga’a Nation have entered into a comprehensive Cooperation and Benefits Agreement in respect of the Brucejack Project. Under the terms of the Agreement, the Nisga’a Nation will provide ongoing support for the development and operation of Brucejack with participation in its economic benefits.

The Brucejack Project is subject to a 1.2% net smelter returns royalty on production in excess of 503,386 ounces of gold and 17,907,080 ounces of silver.

Plant and equipment

During the three months ended March 31, 2016, $34 (2015 - $15) of amortization was recognized in the statement of loss and $1,194 (2015 - $414) was capitalized within construction in progress.

5.             ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
 
   
March 31,
   
December 31,
 
   
2016
   
2015
 
             
Accrued liabilities
  $ 24,881     $ 20,501  
Trade payables
    16,204       27,436  
Restricted share unit liability
    219       67  
    $ 41,304     $ 48,004  






7

 
8

 
PRETIUM RESOURCES INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the three months ended March 31, 2016 and 2015
(Expressed in thousands of Canadian dollars, except for share data)
 
 
 
6.             LONG-TERM DEBT

As at March 31, 2016, the Company’s long-term debt consisted of the following:
 
   
Senior secured term credit facility
   
Offtake obligation
   
Stream obligation
   
Total long-term debt
 
Balance, December 31, 2015
  $ 177,301     $ 64,706     $ 186,822     $ 428,829  
Interest expense including amortization of discount
    6,013       -       -       6,013  
Loss on financial instruments at fair value
    -       7,381       20,853       28,234  
Foreign exchange gain
    (11,466 )     -       -       (11,466 )
Balance, March 31, 2016
  $ 171,848     $ 72,087     $ 207,675     $ 451,610  
 
 
(a)
Senior secured term credit facility

Pursuant to the terms of the senior secured term credit facility, the Company can borrow up to US$350,000, which bears interest at a stated rate of 7.5%, compounded quarterly and payable upon maturity. The credit facility is secured by substantially all of the assets of the Company and its subsidiaries.

Subsequent advances are available starting six months following the September 21, 2015 closing date and ending 18 months following the closing date. Each subsequent advance shall be for a minimum of US$5,000 and a maximum of US$50,000 and is subject to a 3% arrangement fee at the time of draw. The undrawn portion of the credit facility at March 31, 2016 was US$200,000.

The credit facility matures December 31, 2018 and is subject to an extension for one year, at the Company’s option upon payment of an extension fee of 2.5% of the principal amount, including accumulated interest. The Company has the right to repay at par plus accrued interest after the second anniversary of closing and upon payment of 2.5% of principal prior to the second anniversary.

The embedded derivatives associated with the prepayment and extension options are recorded on the statement of financial position as other assets. For the three months ended March 31, 2016, the change in fair value of these embedded derivatives was a fair value loss of $1,945.

The credit facility, excluding the embedded derivative, is recorded at amortized cost. For the three months ended March 31, 2016, the Company capitalized $6,013 of interest on the credit facility to mineral properties, plant and equipment.

 
(b)
Offtake obligation

The Company has entered into an agreement pursuant to which it will sell 100% of refined gold (in excess of any delivered ounces pursuant to the stream obligation) up to 7,067,000 ounces. The final purchase price to be paid by the purchaser will be, at the purchaser’s option, a market referenced gold price in US dollars per ounce during a defined pricing period before and after the date of each sale.

The Company has the option to reduce the Offtake obligation by up to 75% by paying (a) US$11 per remaining ounce effective December 31, 2018 or (b) US$13 per ounce effective December 31, 2019 on the then remaining undelivered gold ounces.


7

 
9

 
PRETIUM RESOURCES INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the three months ended March 31, 2016 and 2015
(Expressed in thousands of Canadian dollars, except for share data)
 
 
 
6.             LONG-TERM DEBT (Cont’d)
 
The Offtake obligation is recorded at fair value at each statement of financial position date. For the three months ended March 31, 2016, the change in fair value of the Offtake obligation was a fair value loss of $7,381.

 
(c)
Stream obligation

Pursuant to the stream, the Company is obligated to deliver, subject to prepayment options, 8% of up to 7,067,000 ounces of refined gold and 8% of up to 26,297,000 ounces of refined silver commencing on January 1, 2020 (less gold and silver sold to date) and a payment of US$20,000. Upon delivery, the Company is entitled to (a) for gold, the lesser of US$400 per ounce and the gold market price and (b) for silver, the lesser of US$4 per ounce and the silver market price. Any excess of market over the fixed prices above are credited against the deposit. Any remaining uncredited balance of the deposit is repayable, without interest, upon the earlier of the date (i) the aggregate stated gold and silver quantities have been delivered and (ii) 40 years.

The Company has the option to repurchase the stream obligation for US$237,000 on December 31, 2018 or US$272,000 on December 31, 2019. Alternatively, the Company may reduce the stream obligation to (a) 3% on December 31, 2018 (and accelerate deliveries under the stream to January 1, 2019) or (b) 4% on December 31, 2019 (in which case deliveries will commence on January 1, 2020) on payment of US$150,000.

The stream obligation is recorded at fair value at each statement of financial position date. For the three months ended March 31, 2016, the change in fair value of the stream obligation was a fair value loss of $20,853.

As the stream is in substance a debt instrument, the effective interest on the debt host is capitalized as a borrowing cost during the development of the Brucejack Project. For the three months ended March 31, 2016, the Company capitalized $6,285 of interest on the stream debt to mineral properties, plant and equipment. The capitalized interest was reclassified from the loss on financial instruments at fair value recorded in the statement of loss.

7.             DECOMMISSIONING AND RESTORATION PROVISION

The Company has a liability for remediation of current and past disturbances associated with the exploration and development activities at the Brucejack and Snowfield Projects. The decommissioning and restoration provision is as follows:
 
   
March 31,
   
December 31,
 
   
2016
   
2015
 
Opening balance
  $ 7,253     $ 2,096  
Change in discount rate
    39       (696 )
Change in amount and timing of cash flows
    -       5,768  
Accretion of decommissioning and restoration provision
    56       85  
Ending balance
  $ 7,348     $ 7,253  

For the three months ended March 31, 2016, the provision increased due to a change in discount rate and the passage of time. The Company used an inflation rate of 1.9% (2015 – 1.9%) and a discount rate of 2.3% (2015 – 2.4%) in calculating the estimated obligation. The liability for retirement and remediation on an undiscounted basis before inflation is $8,062 (2015 - $8,062).
 

7

 
10

 
PRETIUM RESOURCES INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the three months ended March 31, 2016 and 2015
(Expressed in thousands of Canadian dollars, except for share data)
 
 
 
8.             CAPITAL AND RESERVES

 
(a)
Authorized share capital

At March 31, 2016, the authorized share capital consisted of an unlimited number of common shares without par value and an unlimited number of preferred shares with no par value.

On March 1, 2016, the Company completed a marketed offering of 28,384,000 common shares at a price of US$4.58 per common share for aggregate gross proceeds of $174,289 (US$129,999) which includes the exercise of the full amount of the over-allotment option of 2,174,000 common shares. As a result of this offering, the Company entered into additional subscription agreements with shareholders who wished to maintain their respective pro-rata interest in the Company. Thus, on March 31, 2016, the Company issued an additional 3,539,755 common shares at US$4.58 per share for gross proceeds of $21,029 (US$16,212). The combined gross proceeds of these two offerings was $195,318 (US$146,211), before share issue costs of $10,967.

 
(b)
Share Option Plan

The following table summarizes the changes in stock options for the three months ended March 31:
 
   
2016
   
2015
 
   
Number of options
   
Weighted average exercise price
   
Number of options
   
Weighted average exercise price
 
Outstanding, January 1,
    9,442,950     $ 8.48       10,810,950     $ 8.48  
Granted
    710,000       6.75       1,556,000       8.23  
Exercised
    (272,000 )     6.10       (20,000 )     6.00  
Forfeited
    (795,000 )     10.44       -       -  
Outstanding, March 31,
    9,085,950     $ 9.03       12,346,950     $ 8.45  

The following table summarizes information about stock options outstanding and exercisable at March 31, 2016:
 
     
Stock options outstanding
   
Stock options exercisable
 
Exercise prices
   
Number of options outstanding
   
Weighted average years to expiry
   
Number of options exercisable
   
Weighted average exercise price
 
$5.85 - $7.99       4,580,000       3.73       3,037,500     $ 6.55  
$8.00 - $9.99       1,705,250       3.04       1,343,000       8.97  
$10.00 - $11.99       1,330,700       0.73       1,330,700       11.78  
$12.00 - $13.99       1,325,000       1.66       1,325,000       13.69  
$14.00 - $15.99       20,000       1.02       20,000       14.67  
$16.00 - $17.99       125,000       0.83       125,000       16.48  
Outstanding, March 31, 2016
      9,085,950       2.81       7,181,200     $ 9.48  

The total share option compensation expense for the three months ended March 31, 2016 was $2,227 (2015 - $4,068) of which $900 (2015 - $2,312) has been expensed in the statement of loss and $1,327 (2015 - $1,756) has been capitalized to mineral properties, plant and equipment.
 

7

 
11

 
PRETIUM RESOURCES INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the three months ended March 31, 2016 and 2015
(Expressed in thousands of Canadian dollars, except for share data)
 
 
 
8.             CAPITAL AND RESERVES (Cont’d)

The following are the weighted average assumptions employed to estimate the fair value of options granted for the three months ended March 31, 2016 and 2015 using the Black-Scholes option pricing model:
 
   
For the three months ended
 
   
March 31,
2016
   
March 31,
2015
 
Risk-free interest rate
    0.51 %     1.02 %
Expected volatility
    63.58 %     66.80 %
Expected life
 
5 years
   
5 years
 
Expected dividend yield
 
Nil
   
Nil
 

Option pricing models require the input of subjective assumptions including the expected price volatility, and expected option life. Changes in these assumptions may have a significant impact on the fair value calculation.

 
(c)
Restricted Share Unit (“RSU”) Plans

2014 RSU Plan

The following table summarizes the changes in the 2014 RSU’s for the three months ended March 31, 2016 and 2015:
 
   
2016
   
2015
 
   
Number of RSU's
   
Weighted average fair value
   
Number of RSU's
   
Weighted average fair value
 
Outstanding, January 1,
    215,698     $ 7.01       330,992     $ 6.84  
Granted
    -       -       -       -  
Settled
    -       -       (1,433 )     8.24  
Forfeited / expired
    (30,356 )     6.92       (5,146 )     8.24  
Outstanding, March 31,
    185,342     $ 6.97       324,413     $ 6.38  

At March 31, 2016, a liability of $219 (2015 - $223) was outstanding and included in accounts payable and accrued liabilities. For the three months ended March 31, 2016, $83 (2015 - $76) has been recorded to share-based compensation expense and $69 (2015 - $97) has been capitalized to mineral properties, plant and equipment.



7

 
12

 
PRETIUM RESOURCES INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the three months ended March 31, 2016 and 2015
(Expressed in thousands of Canadian dollars, except for share data)
 
 

8.             CAPITAL AND RESERVES (Cont’d)

2015 RSU Plan

Under the 2015 RSU Plan, subject to shareholder approval, the awards will be treated as equity-settled transactions. The following table summarizes the changes in the 2015 RSU’s for the three months ended March 31:
 
   
2016
   
2015
 
   
Number of RSU's
   
Weighted average fair value
   
Number of RSU's
   
Weighted average fair value
 
Outstanding, January 1,
    861,344     $ 7.01       -     $ -  
Granted
    -       -       -       -  
Settled
    -       -       -       -  
Forfeited / expired
    (100,000 )     6.85       -       -  
Outstanding, March 31,
    761,344     $ 6.97       -     $ -  

For the three months ended March 31, 2016, $223 (2015 - nil) has been recorded to share-based compensation expense and $101 (2015 - nil) has been capitalized to mineral properties, plant and equipment.

9.
RELATED PARTIES

 
Transactions with key management

Key management includes the Company’s directors (executive and non-executive) and executive officers including its Chairman and CEO, its President, its Chief Operating Officer (its “COO”) and Vice President, its Chief Financial Officer and Chief Exploration Officer and Vice President. On February 16, 2016, the COO left the Company.

Directors and key management compensation:
 
   
For the three months ended
 
   
March 31,
   
March 31,
 
   
2016
   
2015
 
Salaries, benefits and management fees
  $ 1,999     $ 547  
Share-based compensation
    1,013       2,828  
    $ 3,012     $ 3,375  



7

 
13

 
PRETIUM RESOURCES INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the three months ended March 31, 2016 and 2015
(Expressed in thousands of Canadian dollars, except for share data)
 
 
 
10.
FAIR VALUE MEASUREMENTS

The Company’s financial assets and liabilities are measured and recognized according to a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy are as follows:

 
Level 1:
Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
     
 
Level 2:
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
     
 
Level 3:
Inputs for the asset or liability that are not based on observable market data

The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy. Each of these financial instruments are classified as Level 3 as their valuation includes significant unobservable inputs.
 
   
March 31,
   
December 31,
 
   
2016
   
2015
 
Assets
           
Financial assets at fair value through profit or loss
           
Embedded derivatives under the senior secured term credit facility
  $ 8,029     $ 9,974  
    $ 8,029     $ 9,974  
                 
Liabilities
               
Financial liabilities at fair value through profit or loss
               
Offtake obligation
  $ 72,087     $ 64,706  
Stream obligation
    207,675       186,822  
    $ 279,762     $ 251,528  

The embedded derivative assets were valued using Monte Carlo simulation valuation models with principal inputs related to the credit facility including the risk-free interest rate, the Company’s and lender’s credit spread and foreign exchange rates.

The offtake and stream obligations were valued using Monte Carlo simulation valuation models. The key inputs used by the Monte Carlo simulation in valuing both the offtake and stream obligations include: the gold forward curve based on Comex futures, long-term gold volatility, call option exercise prices, risk-free rate of return and spot USD/CAD foreign exchange rates.

In addition, in valuing the stream obligation, management used the following significant observable inputs: the silver forward curve based on Comex futures and the long-term silver volatility and gold/silver correlation.

The valuation of the offtake and stream obligations also require estimation of the Company’s non-performance or credit risk and the anticipated production schedule of gold and silver ounces delivered over the life of mine.



7

 
14

 
PRETIUM RESOURCES INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the three months ended March 31, 2016 and 2015
(Expressed in thousands of Canadian dollars, except for share data)
 
 
 
11.
CONTINGENCIES
 
 
a) Canadian Class Actions

On October 29, 2013, David Wong, a shareholder of the Company, filed a proposed class action against the Company, Robert Quartermain (a director, the President and the CEO of the Company) and Snowden Mining Industry Consultants Ltd. (the “Wong Action”).

A similar proposed class action was filed by Roksana Tahzibi, a shareholder of the Company, on November 1, 2013 (the “Tahzibi Action”). The defendants in the Tahzibi Action are the Company, Mr. Quartermain, Joseph Ovsenek (an officer and director of the Company), Kenneth McNaughton (an officer of the Company), Ian Chang (an officer of the Company) and Snowden Mining Industry Consultants Ltd. 

The Wong Action and Tahzibi Action (together, the “Ontario Actions”) were filed in the Ontario Superior Court of Justice.

The plaintiffs in the Ontario Actions seek certification of a class action on behalf of a class of persons, wherever they reside, who acquired the Company’s securities. In the Wong Action, the class period is between November 22, 2012 and October 22, 2013. In the Tahzibi Action, the class period is between July 23, 2013 and October 22, 2013. 

The plaintiffs in the Ontario Actions allege that certain of the Company’s disclosures contained material misrepresentations or omissions regarding Brucejack, including statements with respect to probable mineral reserves and future gold production at Brucejack. The plaintiffs further allege that until October 22, 2013 the Company failed to disclose alleged reasons provided by Strathcona Mineral Services Ltd. for its resignation as an independent qualified person overseeing the bulk sample program. According to the plaintiffs in the Ontario Actions, these misrepresentations and omissions are actionable under Ontario’s Securities Act, other provincial securities legislation and the common law. 

The Wong Action claims $60 million in general damages. The Tahzibi Action claims $250 million in general damages. The plaintiffs in the Ontario Actions have asked for the appointment of a case management judge. There have been no further steps in the Ontario Actions.

The Company believes that the allegations made against it in Ontario Actions are meritless and will vigorously defend them, although no assurance can be given with respect to the ultimate outcome of the Ontario Actions. The Company has not accrued any amounts for these class actions.
 
 
b) United States Class Actions

Between October 25, 2013 and November 18, 2013, five putative class action complaints were filed in the United States against the Company and certain of its officers and directors, alleging that defendants violated the United States securities laws by misrepresenting or failing to disclose material information concerning the Brucejack Project. All five actions were filed in the United States District Court for the Southern District of New York.

In January 2014, the Court ordered that these actions be consolidated into a single action, styled In re Pretium Resources Inc. Securities Litigation, Case No. 13-CV-7552 (PGG). The Court has appointed as lead plaintiffs in the consolidated action three individuals who are suing on behalf of a putative class of shareholders who purchased or otherwise acquired the Company’s common shares between June 11, 2013 and October 21, 2013.



7

 
15

 
PRETIUM RESOURCES INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the three months ended March 31, 2016 and 2015
(Expressed in thousands of Canadian dollars, except for share data)
 
 
 
11.
CONTINGENCIES (Cont’d)

In March 2014, the plaintiffs filed a consolidated amended class action complaint, which the Company moved to dismiss in May 2014. In July 2014, the plaintiffs filed a second consolidated amended class action complaint (“Second Amended Complaint”). The Company moved to dismiss the Second Amended Complaint on September 5, 2014. Plaintiffs filed their Opposition to the Company’s Motion to Dismiss on October 20, 2014, and the Company filed a reply brief on November 19, 2014. The Court has not yet issued a decision on the motion.

The Company believes that the allegations made against it in these actions are meritless and will vigorously defend the matter, although no assurance can be given with respect to the ultimate outcome of such proceedings. The Company has not accrued any amounts for these class actions.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
16