0001062993-20-001509.txt : 20200326 0001062993-20-001509.hdr.sgml : 20200326 20200326152424 ACCESSION NUMBER: 0001062993-20-001509 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20191231 FILED AS OF DATE: 20200326 DATE AS OF CHANGE: 20200326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SilverCrest Metals Inc. CENTRAL INDEX KEY: 0001659520 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38628 FILM NUMBER: 20745965 BUSINESS ADDRESS: STREET 1: SUITE 501 STREET 2: 570 GRANVILLE STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 3P1 BUSINESS PHONE: (604) 694-1730 MAIL ADDRESS: STREET 1: SUITE 501 STREET 2: 570 GRANVILLE STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 3P1 6-K 1 form6k.htm FORM 6-K SilverCrest Metals Inc.: Form 6-K - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934

For the month of March, 2020.

Commission File Number 001-38628

SILVERCREST METALS INC.
(Translation of registrant’s name into English)

570 Granville Street, Suite 501
Vancouver, British Columbia V6C 3P1
Canada
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

Form 20-F [   ]       Form 40-F [X]

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.


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.

  SILVERCREST METALS INC.
   
  /s/ Anne Yong                                                       
Date: March 26, 2020 Anne Yong
  Chief Financial Officer

-2-


INDEX TO EXHIBITS

99.1

Consolidated Financial Statements and Notes for the Year Ended December 31, 2019

99.2

Management's Discussion and Analysis for the Year Ended December 31, 2019

99.3

Certification of Annual Filings - CEO

99.4

Certification of Annual Filings - CFO

-3-


EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 SilverCrest Metals Inc.: Exhibit 99.1 - Filed by newsfilecorp.com

CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

FOR THE YEAR ENDED DECEMBER 31, 2019

(Expressed in Canadian Dollars)




 

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of SilverCrest Metals Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated statement of financial position of SilverCrest Metals Inc. and its subsidiaries (together, the Company) as of December 31, 2019, and the related consolidated statement of loss and comprehensive loss, cash flows and shareholders’ equity for the year ended December 31, 2019, including the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019, and its financial performance and its cash flows for the year ended December 31, 2019 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

The consolidated financial statements of the Company as of December 31, 2018 and for the years ended December 31, 2018 and 2017 (not presented herein, but from which the comparative information as at January 1, 2018 has been derived), prior to the retrospective application of the change in accounting for exploration and evaluation assets, as described in Note 3, were audited by other auditors whose report, dated March 11, 2019, expressed an unqualified opinion on those financial statements.

We also have audited the adjustments to retrospectively apply the change in accounting for exploration and evaluation assets, as described in Note 3, for the year ended December 31, 2018 and to derive the statement of financial position as at January 1, 2018. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the financial statements of the Company for the years ended December 31, 2018 or 2017, or to the statement of financial position dated January 1, 2018, other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on those financial statements taken as a whole.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

PricewaterhouseCoopers Place, 250 Howe Street, Suite 1400, Vancouver, British Columbia, Canada V6C 3S7 T: +1 604 806 7000, F: +1 604 806 7806

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.


/s/PricewaterhouseCoopers LLP

Chartered Professional Accountants

Vancouver, Canada

March 24, 2020

We have served as the Company’s auditor since 2019.


SILVERCREST METALS INC.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(EXPRESSED IN CANADIAN DOLLARS)

AS AT

    December 31, 2019     December 31, 2018     January 1, 2018  
          Restated - Note 3     Restated - Note 3  
ASSETS                  
Current assets                  
Cash and cash equivalents $ 110,383,793   $ 44,013,742   $ 10,116,324  
Amounts receivable (note 7)   617,873     170,574     68,636  
Taxes receivable   1,566,739     36,519     19,500  
Prepaids   614,633     353,095     108,195  
Total current assets   113,183,038     44,573,930     10,312,655  
                   
Non-current assets                  
Taxes receivable   6,461,327     3,877,934     1,526,702  
Deposits   93,553     70,553     58,076  
Property and equipment (notes 3 and 6)   2,796,894     1,302,884     1,001,038  
Exploration and evaluation assets (note 5)   5,489,773     5,188,375     1,620,466  
Total non-current assets   14,841,547     10,439,746     4,206,282  
                   
TOTAL ASSETS $ 128,024,585   $ 55,013,676   $ 14,518,937  
                   
LIABILITIES AND SHAREHOLDERS' EQUITY                  
                   
Current liabilities                  
Accounts payable and accrued liabilities (notes 7 and 8) $ 4,962,001   $ 1,462,538   $ 906,291  
Lease liabilites (note 3)   175,620     -     -  
Total current liabilities   5,137,621     1,462,538     906,291  
                   
Non-current liabilities                  
Lease liabilites (note 3)   356,728     -     -  
Total liabilities   5,494,349     1,462,538     906,291  
                   
Shareholders' equity                  
Capital stock (note 8)   209,736,401     86,745,544     29,899,525  
Share-based payment reserve (note 8)   11,369,296     6,196,165     3,278,378  
Deficit   (98,575,461 )   (39,390,571 )   (19,565,257 )
Total shareholders' equity   122,530,236     53,551,138     13,612,646  
                   
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 128,024,585   $ 55,013,676   $ 14,518,937  
                   
Nature of operations (note 1)                  
Subsequent events (note 13)                  

Approved by the Board and authorized for issue on March 24, 2020:

"N. Eric Fier”

Director

“Graham C. Thody”

Director



SILVERCREST METALS INC.

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(EXPRESSED IN CANADIAN DOLLARS)

FOR THE YEARS ENDED DECEMBER 31,

    2019     2018  
          Restated - Note 3  
             
Operating expenses            
Depreciation (note 6) $ (155,990 ) $ (3,971 )
Exploration and evaluation expenditures (note 5)   (50,282,615 )   (14,403,711 )
General exploration expenditures   (229,536 )   (139,659 )
General and administrative expenses   (889,632 )   (702,389 )
Management and director fees (note 7)   (478,870 )   (524,289 )
Marketing   (913,792 )   (680,176 )
Professional fees (note 7)   (412,842 )   (315,049 )
Remuneration (note 7)   (1,626,721 )   (1,466,109 )
Share-based compensation (notes 7 and 8)   (3,775,370 )   (2,544,834 )
    (58,765,368 )   (20,780,187 )
Other income (expense)            
Gain on disposal of mineral property (note 5)   65,651     -  
Foreign exchange (loss) gain   (1,368,635 )   912,045  
Impairment (note 5)   -     (292,336 )
Interest expense (note 3)   (58,028 )   -  
Interest income   1,007,521     335,164  
Loss before income taxes   (59,118,859 )   (19,825,314 )
Income tax expense (note 9)   (150,000 )   -  
Loss and comprehensive loss for the year $ (59,268,859 ) $ (19,825,314 )
             
Basic and diluted comprehensive loss per common share $ (0.67 ) $ (0.28 )
             
Weighted average number of common shares outstanding   88,617,331     70,910,735  




SILVERCREST METALS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN CANADIAN DOLLARS)

FOR THE YEARS ENDED DECEMBER 31,

    2019     2018  
          Restated - Note 3  
CASH FLOWS FROM OPERATING ACTIVITIES            
Net loss for the year $ (59,268,859 ) $ (19,825,314 )
Adjustments for:            
Depreciation (note 6)   281,117     58,733  
Foreign exchange loss, unrealized   1,169,365     -  
Gain on disposal of mineral property   (65,651 )   -  
Impairment   -     292,336  
Income tax expense   150,000     -  
Income taxes paid   (78,499 )   -  
Interest expense   58,028     -  
Interest income   (1,007,521 )   (335,164 )
Share-based compensation   6,133,632     2,981,855  
Changes in non-cash working capital items:            
Amounts receivable   (232,896 )   (55,052 )
Taxes receivable   (4,154,080 )   (2,368,251 )
Prepaids and deposits   (284,538 )   (257,377 )
Accounts payable and accrued liabilities   3,073,632     471,876  
Net cash used in operating activities   (54,226,270 )   (19,036,358 )
             
CASH FLOWS FROM INVESTING ACTIVITIES            
Interest received   791,017     288,278  
Exploration and evaluation assets   (692,591 )   (3,303,260 )
Option payment received   456,844     126,007  
Purchase of property and equipment   (1,119,623 )   (360,579 )
Net cash used in investing activities   (564,353 )   (3,249,554 )
             
CASH FLOWS FROM FINANCING ACTIVITIES            
Capital stock issued   129,244,926     57,674,819  
Capital stock issuance costs   (6,699,738 )   (1,491,489 )
Payment of lease liabilities   (181,184 )   -  
Net cash provided by financing activities   122,364,004     56,183,330  
             
Effect of foreign exchange on cash and cash equivalents   (1,203,330 )   -  
             
Change in cash and cash equivalents, during the year   66,370,051     33,897,418  
Cash and cash equivalents, beginning of the year   44,013,742     10,116,324  
Cash and cash equivalents, end of the year $ 110,383,793   $ 44,013,742  
             
Cash and cash equivalents is represented by:            
Cash $ 88,644,993   $ 39,614,197  
Cash equivalents   21,738,800     4,399,545  
Total cash and cash equivalents $ 110,383,793   $ 44,013,742  
             
Non-cash investing activities            
Capitalized to exploration and evaluation assets            
Fair value of shares issued for mineral property $ -   $ 682,992  
Capitalized to property and equipment            
Right of use asset recognized upon accounting policy change $ 655,504   $ -  
Non-cash financing activities            
Capital stock issuance costs in accounts payable and accrued liabilities $ 374,335   $ 184,647  



SILVERCREST METALS INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
(EXPRESSED IN CANADIAN DOLLARS)

    Capital stock     Share-based              
                payment              
    Number     Amount     reserve     Deficit     Total  
                               
Balance at December 31, 2017 (Restated - Note 3)   63,602,903   $ 29,899,525   $ 3,278,378   $ (19,565,257 ) $ 13,612,646  
                               
Capital stock issued (note 8)   16,886,895     48,663,339     -     -     48,663,339  
Capital stock issuance costs, net of recovery (note 8)   -     (1,575,860 )   -     -     (1,575,860 )
Shares issued for mineral property (notes 5 and 8)   236,750     682,992     -     -     682,992  
Warrants exercised (note 8)   3,511,085     8,901,880     -     -     8,901,880  
Stock options exercised (note 8)   685,000     173,668     (64,068 )   -     109,600  
Share-based compensation (note 8)   -     -     2,981,855     -     2,981,855  
Net loss and comprehensive loss for the year   -     -     -     (19,825,314 )   (19,825,314 )
                               
Balance at December 31, 2018 (Restated - Note 3)   84,922,633     86,745,544     6,196,165     (39,390,571 )   53,551,138  
                               
Capital stock issued (note 8)   17,856,300     122,255,855     -     -     122,255,855  
Capital stock issuance costs (note 8)   -     (6,889,426 )   -     -     (6,889,426 )
Shares cancell ed and returned to treasury (note 8)   (62,722 )   -     -     -     -  
Warrants exercised (note 8)   3,959,804     5,931,471     -     -     5,931,471  
Stock options exercised (note 8)   795,000     1,692,957     (635,357 )   -     1,057,600  
Stock options forfeited (note 8)   -     -     (83,969 )   83,969     -  
Share-based compensation, stock options (note 8)   -     -     5,892,457     -     5,892,457  
Net loss and comprehensive loss for the year   -     -     -     (59,268,859 )   (59,268,859 )
                               
Balance at December 31, 2019   107,471,015   $ 209,736,401   $ 11,369,296   $ (98,575,461 ) $ 122,530,236  

 


SILVERCREST METALS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
YEAR ENDED DECEMBER 31, 2019

1. NATURE OF OPERATIONS

SilverCrest Metals Inc. (the “Company” or “SilverCrest”) is a Canadian precious metals exploration company headquartered in Vancouver, BC. The Company was incorporated under the Business Corporations Act (British Columbia). The common shares of the Company trade on the Toronto Stock Exchange under the symbol “SIL” and on the NYSE-American under the symbol “SILV”. The head office and principal address of the Company is 501-570 Granville Street, Vancouver, BC, Canada, V6C 3P1. The address of the Company’s registered and records office is 19th Floor, 885 West Georgia Street, Vancouver, BC, Canada, V6C 3H4.

The Company’s primary exploration and evaluation asset is the Las Chispas Project, located in Sonora, Mexico, which is in an advanced exploration stage.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation and measurement

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.

These consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments which are measured at fair value. Additionally, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

These consolidated financial statements were approved for issuance by the Board of Directors on March 24, 2020.

Basis of consolidation

These consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. Material subsidiaries include NorCrest Metals Inc., a Canadian corporation, Minera La Llamarada, S.A. de C.V., a Mexican corporation, and Babicanora Agricola del Noroeste S.A. de C.V., a Mexican corporation. The Company consolidates subsidiaries where the Company can exercise control. Control is achieved when the Company is exposed to variable returns from involvement with an investee and can affect the returns through power over the investee. Control is normally achieved through ownership, directly or indirectly, of more than 50 percent of the voting power. Control can also be achieved through power over more than half of the voting rights by virtue of an agreement with other investors or through the exercise of de facto control. All intercompany balances, transactions, income and expenses, and profits or losses have been eliminated on consolidation.

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand and highly liquid investments that are readily convertible to known amounts of cash with a term to maturity at the date of purchase of 90 days or less which are subject to an insignificant risk of change in value.

Taxes receivable

Current taxes receivable includes Goods and Services Tax receivables generated on the purchase of supplies and services and are refundable from the Canadian government. Current and non-current taxes receivable includes Value Added Tax (“VAT”) receivables generated on the purchase of supplies and services and are receivable from the Mexican government. The Company classifies the majority of VAT receivables as non-current as it does not expect collection of certain amounts to occur within the next year. The recovery of VAT involves a complex application process and the timing of collection of VAT receivables is uncertain. The Company has not recognized a loss allowance for expected credit losses as VAT receivables are not contract assets and therefore outside the scope of IFRS 9.

Property and equipment

Equipment is recorded at historical cost less accumulated depreciation and impairment charges.

The cost of an item of plant and equipment includes the purchase price or construction cost, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use, an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located, and for qualifying assets, the associated borrowing costs.


SILVERCREST METALS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
YEAR ENDED DECEMBER 31, 2019

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Property and equipment (continued)

Where an item of plant and equipment is comprised of major components with different useful lives, the components are accounted for as separate items of plant and equipment.

Costs incurred for leasehold improvements are capitalized as plant and equipment and are subject to depreciation once they are available for use. Once available for use, the leasehold improvement costs incurred will be amortized on a straight-line basis, over the term of the underlying lease.

Equipment is depreciated to its estimated residual value using the straight-line method over the estimated useful lives of the individual assets. The significant classes of equipment and their useful lives are as follows:

Computer equipment

3-4 years

Office equipment and furniture

5-10 years

Computer software

1 year

Vehicles

4 years

An item of equipment is derecognized upon disposal, when held for sale, or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on disposal of the asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in profit or loss.

Non-depreciable property, such as land, is recorded at historical cost, less any impairment charges.

Exploration and evaluation assets and expenditures

Acquisition costs

The costs of acquiring exploration properties, including transaction costs, are capitalized as exploration and evaluation assets. Costs incurred prior to the legal right to explore is obtained, are expensed in the period in which they are incurred.

Acquisition costs for each exploration property are carried forward as an asset provided that one of the following conditions is met:

  • Such costs are expected to be recouped in full through the successful exploration and development of the exploration property or alternatively, by sale; or
  • Exploration and evaluation activities in the property have not reached a stage which permits a reasonable assessment of the existence of economically recoverable reserves, but active and significant operations in relation to the exploration property are continuing or planned.

The Company performs an assessment for impairment of capitalized amounts whenever the facts and circumstances indicate that the asset may exceed its recoverable amount. In the case of undeveloped properties, there may be only inferred resources to allow management to form a basis for the impairment review. The review is based on the Company’s intentions for the development of such an exploration property. If an exploration property does not prove viable, all unrecoverable costs associated with the property are charged to the consolidated statement of loss and comprehensive loss at the time the determination is made. For the purposes of impairment testing, exploration and evaluation assets are allocated to cash-generating units to which the exploration activity relates. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in the statement of loss and comprehensive loss.


SILVERCREST METALS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
YEAR ENDED DECEMBER 31, 2019

 

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Exploration and evaluation assets and expenditures (continued)

Exploration and evaluation expenditures

Exploration and evaluation costs, net of incidental revenues, are charged to the statement of loss and comprehensive loss in the year incurred until the technical feasibility and commercial viability of the extraction of mineral reserves or resources from a particular mineral property has been determined, in which case subsequent exploration costs and the costs incurred to develop a property are capitalized into property and equipment. The establishment of technical feasibility and commercial viability of a mineral property is assessed based on a combination of factors, such as but not limited to: the extent to which mineral reserves or mineral resources have been identified through a feasibility study or similar level document; the results of optimization studies and further technical evaluation carried out to mitigate project risks identified in the feasibility study; the status of environmental permits, and the status of mining leases or permits.

During 2019, on a retrospective basis, the Company changed its accounting policy relating to exploration and evaluation expenditures (note 3).

Transition from exploration and evaluation to development and production phases

Once the technical feasibility and commercial viability of an exploration property has been determined, it is then considered to be a mine under development and is reclassified as a “mineral property”, within property and equipment. The carrying value of capitalized exploration and evaluation acquisition costs are tested for impairment before they are transferred to property and equipment.

All costs relating to the construction, installation, or completion of a mine that are incurred subsequent to the exploration and evaluation stage are capitalized to mineral property. Development expenditure is net of proceeds from the sale of ore extracted during the development phase.

The Company assesses the stage of each mine under development to determine when a property reaches the stage when it is in the condition for it to be capable of operating in a manner intended by management (“commercial production”). Determining when a mine has achieved commercial production is a matter of judgement. Depending on the specific facts and circumstances, the following factors may indicate that commercial production has commenced:

  • all major capital expenditures to bring the mine to the condition necessary for it to be capable of operating in the manner intended by management have been completed;
  • the completion of a reasonable period of testing of the mine plant and equipment;
  • the ability to produce saleable product (e.g., the ability to produce ore within specifications);
  • the mine has been transferred to operating personnel from internal development groups or external contractors;
  • the mine or mill has reached a pre-determines percentage of design capacity;
  • mineral recoveries are at or near the expected production level; and
  • the ability to sustain ongoing production of ore (i.e., the ability to continue to produce or at a steady or increasing level).

When management determines that a property is capable of commercial production, costs capitalized during development are amortized.

Once a mineral property has been brought into commercial production, costs of any additional work on that property are expensed as incurred, except for development programs which constitute a betterment, which will be deferred and depleted over the remaining useful life of the related assets. Mine properties include decommissioning and restoration costs related to the reclamation of mine properties. Mine properties are derecognized upon disposal, or impaired when no future economic benefits are expected to arise from continued use of the asset. Any gain or loss on disposal of the asset, determined as the difference between the proceeds received and the carrying amount of the asset is recognized in the statement of loss and comprehensive loss.

Mine properties are depreciated and depleted on the unit-of-production basis using the mineable ounces extracted from the mine in the period as a percentage of the total mineable ounces to be extracted in current and future periods based on mineral resources. Mine properties are recorded at cost, net of accumulated depreciation and depletion and accumulated impairment losses and are not intended to represent future values. Recovery of capitalized costs is dependent on successful development of economic mining operations or the disposition of the related mineral property.


SILVERCREST METALS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
YEAR ENDED DECEMBER 31, 2019

 

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Asset retirement obligations

The Company recognizes liabilities for statutory, contractual, constructive, or legal obligations, including those associated with the reclamation of exploration and evaluation assets and equipment, when those obligations result from the acquisition, construction, development or normal operation of the assets. Initially, a liability for an environmental rehabilitation obligation is recognized at its fair value in the period in which it is incurred if a reasonable estimate of cost can be made. The Company records the present value of estimated future cash flows, adjusted for inflation, associated with reclamation as a liability, at a risk-free rate, when the liability is incurred and increases the carrying value of the related assets for that amount. Subsequently, these capitalized asset retirement costs are amortized over the life of the related assets. At the end of each period, the liability is increased to reflect the passage of time (accretion expense) and changes in the estimated future cash flows underlying any initial estimates (additional rehabilitation costs). The Company recognizes its environmental liability on a site-by-site basis when it can be reliably estimated. Environmental expenditures related to existing conditions resulting from past or current operations and from which no current or future benefit is discernible are charged to the statement of loss and comprehensive loss.

Foreign currency translation

The presentation currency of the Company is the Canadian dollar. The functional currency is the currency of the primary economic environment in which the entity operates and has been determined for each entity within the Company. The Company considers the functional currency for its parent entity and subsidiaries to be the Canadian dollar. The functional currency determinations were conducted through an analysis of the consideration factors identified in International Accounting Standard (“IAS”) 21, The Effects of Changes in Foreign Exchange Rates.

Transactions in currencies other than the Canadian dollar are recorded at exchange rates prevailing on the dates of the transactions. At the end of each reporting period, the monetary assets and liabilities of the Company that are denominated in foreign currencies are translated at the rate of exchange at the statement of financial position date, while non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Exchange gains and losses arising on translation are included in profit or loss.

Share-based compensation and payments

The Company grants stock options to buy common shares of the Company to directors, officers, employees, and consultants. The cost of stock options granted is recorded based on the estimated fair-value at the grant date and charged to the consolidated statement of comprehensive loss over the vesting period. Where stock options are subject to vesting, each vesting tranche is considered a separate award with its own vesting period and grant date fair value. The fair value of each tranche is measured at the date of grant using the Black- Scholes Option Pricing Model. Compensation expense is recognized over the tranche’s vesting period by a charge to the statement of comprehensive loss, with a corresponding increase to reserves based on the number of options expected to vest. Consideration paid for the shares on the exercise of stock options is credited to capital stock. When vested options are forfeited or are not exercised at the expiry date the amount previously recognized in share-based compensation is transferred to deficit. The number of options expected to vest is reviewed at least annually, with any impact being recognized immediately.

In situations where equity instruments are issued to non-employees and some or all the goods or services received by the entity as consideration cannot be specifically identified, they are measured at fair value of the share-based payment. Otherwise, share-based payments are measured at the fair value of goods or services received.

Warrants issued in equity financing transactions

The Company engages in equity financing transactions to obtain the funds necessary to continue operations and explore and evaluate mineral properties. These equity financing transactions may involve issuance of common shares or units. A unit comprises a certain number of common shares and a certain number of share purchase warrants. Depending on the terms and conditions of each equity financing agreement, the warrants are exercisable into additional common shares prior to expiry at a price stipulated by the agreement. Warrants that are part of units are valued based on the residual value method and included in share capital with the common shares that were concurrently issued. Warrants that are issued as payment for an agency fee or other transactions costs are accounted for as share-based payments.


SILVERCREST METALS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
YEAR ENDED DECEMBER 31, 2019

 

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Related party transactions

Parties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control, and related parties may be individuals, including immediate family members of the individual, or corporate entities, including the Company’s wholly owned subsidiaries. A transaction is a related party transaction when there is a transfer of resources or obligations between related parties.

Loss per share

Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of shares outstanding during the reporting period. Diluted loss per share is computed similarly to basic loss per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the reporting periods.

Taxation

Income tax expense comprises current and deferred income taxes. Current and deferred income taxes are recognized in profit or loss except to the extent that they relate to items recognized directly in equity. Current income tax expense is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted at year end, adjusted for amendments to tax payable with regards to previous years.

The Company follows the asset and liability method of accounting for income taxes whereby deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted or substantively enacted tax rates and laws expected to apply in the years in which temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred income tax assets and liabilities is recognized in operations in the period of substantive enactment.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, the deferred tax asset is not recorded. Deferred income tax assets and liabilities are presented as non-current in the financial statements.

Financial instruments

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”), or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or the Company has opted to measure them at FVTPL.

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are recognized in profit or loss for the period.

An ‘expected credit loss’ impairment model applies which requires a loss allowance to be recognized based on expected credit losses. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted at the financial asset’s original effective interest rate, either directly or through the use of an allowance account and the resulting loss is recognized in profit or loss for the period.


SILVERCREST METALS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
YEAR ENDED DECEMBER 31, 2019

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial instruments (continued)

In a subsequent period, if the amount of the impairment loss related to financial assets measured at amortized cost decreases, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the consolidated statements of comprehensive loss.

3. CHANGES IN ACCOUNTING POLICIES

Exploration and evaluation expenditures

The Company has voluntarily adopted a new accounting policy with respect to exploration and evaluation expenditures. In prior years, the Company’s policy was to capitalize all costs directly related to the exploration and evaluation of mineral properties into exploration and evaluation assets. The Company has changed this accounting policy to expense exploration and evaluation expenditures as incurred, effective with the presentation of these financial statements on a retrospective basis. The Company has determined that this change in accounting policy increases the comparability to peer companies and enhances the relevance of the financial statements for users.

In preparing its opening statement of financial position, the Company has adjusted the amounts reported previously. This change in policy affected the Company’s financial position, financial performance, and cash flows and is set out below:

Consolidated statement of financial position as at January 1, 2018


                 As restated under  
    As previously     Effect of change in     new accounting  
    reported     accounting policy     policy  
                   
Non-current assets                  
Exploration and evaluation assets $ 13,994,090   $ (12,373,624 ) $ 1,620,466  
                   
Shareholders' equity                  
Deficit $ (7,191,633 ) $ (12,373,624 ) $ (19,565,257 )

Consolidated statement of financial position as at December 31, 2018

                As restated under  
    As previously     Effect of change in     new accounting  
    reported     accounting policy     policy  
                   
Non-current assets                  
Exploration and evaluation assets $ 31,615,763   $ (26,427,388 ) $ 5,188,375  
                   
Shareholders' equity                  
Deficit $ (12,963,183 ) $ (26,427,388 ) $ (39,390,571 )

 


SILVERCREST METALS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
YEAR ENDED DECEMBER 31, 2019

 

3. CHANGES IN ACCOUNTING POLICIES

Exploration and evaluation expenditures (continued)

Consolidated statement of loss and comprehensive loss for the year ended December 31, 2018

          Effect of change     As restated under  
    As previously     in accounting     new accounting  
    reported     policy     policy  
                   
Exploration and evaluation expenditures $ -   $ 14,403,711   $ 14,403,711  
Impairment $ 642,283   $ (349,947 ) $ 292,336  
                   
Loss and comprehensive loss for the year $ (5,771,550 ) $ (14,053,764 ) $ (19,825,314 )
                   
Basic and diluted comprehensive loss per common share $ (0.08 )       $ (0.28 )

The change in the accounting policy had no effect on the Company’s statement of changes in shareholders’ equity, other than the changes to deficit, as already shown and described above. Accordingly, no separate statement of changes in shareholders’ equity is shown.

Consolidated statement of cash flows for the year ended December 31, 2018

                As restated under  
    As previously     Effect of change in     new accounting  
    reported     accounting policy     policy  
                   
Cash flows from operating activities                  
Loss and comprehensive loss for the year $ (5,771,550 ) $ (14,053,764 ) $ (19,825,314 )
Items not affecting cash:                  
Depreciation   3,971     54,762     58,733  
Impairment   642,283     (349,947 )   292,336  
Share-based compensation   2,544,834     437,021     2,981,855  
                   
Accounts payable and accrued liabilities   266,882     204,994     471,876  
                   
Net cash used in operating activities   (5,329,424 )   (13,706,934 )   (19,036,358, )
                   
Cash flows from investing activities                  
Exploration and evaluation assets   (17,010,194 )   13,706,934     (3,303,250 )
                   
Net cash used in investing activities   (16,956,488 )   13,706,934     (3,249,554 )
                   
Change in cash and cash equivalents, during the year $ 33,897,418   $ -   $ 33,897,418  

Adoption of new accounting policy - leases

Impact of application of IFRS 16 Leases

Effective January 1, 2019, the Company adopted IFRS 16 using the modified retrospective application method, where the 2018 comparatives are not restated and the cumulative effect of initially applying IFRS 16 has been recorded on January 1, 2019 for any differences identified. The Company has determined that the adoption of IFRS 16 resulted in no adjustments to the opening balance of accumulated deficit.

IFRS 16 introduces significant changes to the lessee accounting by removing the distinction between operating and finance leases under IFRS 17 and requiring the recognition of a right-of-use asset (“ROU asset”) and a lease liability at the lease commencement for all leases, except for short-term leases (lease terms of 12 months or less) and leases of low value assets.


SILVERCREST METALS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
YEAR ENDED DECEMBER 31, 2019

3. CHANGE IN ACCOUNTING POLICY (continued)

Adoption of new accounting policy – leases (continued)

Impact of application of IFRS 16 Leases (continued)

In applying IFRS 16 for all leases, except as noted above, the Company (i) recognizes the ROU asset and lease liabilities in the statement of financial position, initially measured at the present value of future lease payments; (ii) recognizes the depreciation of ROU assets and interest on lease liabilities in the consolidated statement of loss and comprehensive loss; and (iii) separates the total amount of cash paid into a principal portion (presented in financing activities) and interest (presented within operating activities) in the consolidated statement of cash flows. For short-term leases and leases of low value assets, the Company has opted to recognize a lease expense on a straight-line basis, and this expense is presented within office and miscellaneous in the consolidated statement of loss and comprehensive loss.

The Company has made use of the following practical expedients available on transition to IFRS 16:

  • Measure the ROU assets equal to the lease liability calculated for each lease;
  • Apply the recognition exemptions for low value leases and leases that end within 12 months of the date of initial application, and account for them as low value and short-term leases, respectively; and
  • Accounting for non-lease components and lease components as a single lease component.

In transitioning to IFRS 16, the Company analyzed its contracts to identify whether they are or contain a lease arrangement. This analysis identified a contract containing a lease that had an equivalent increase to both the Company’s ROU assets and lease liabilities, which resulted in a $645,052 adjustment. The incremental borrowing rate of the lease initially recognized on adoption of IFRS 16 was 10.10%.

The cumulative effect of the changes made to the consolidated statement of financial position as at January 1, 2019 for the adoption of IFRS 16 is as follows:

                As reported under  
    As previously     Effect of change in     new accounting  
    reported     accounting policy     policy  
                   
Property and equipment $ 1,302,884   $ 645,052   $ 1,947,936  
Lease liability (current)   -     (173,093 )   (173,093 )
Lease liability (non-current)   -     (471,959 )   (471,959 )
  $ 1,302,884   $ -   $ 1,302,884  

The operating lease obligation as at December 31, 2018 is reconciled as follows to the recognized lease liabilities as at January 1, 2019:

       
Operating lease obligations as at December 31, 2018 $ 830,425  
Low value lease   (3,390 )
Effect from discounting at the incremental borrowing rate as at January 1, 2019   (181,983 )
Lease liability due to initial application of IFRS 16 at January 1, 2019 $ 645,052  

New accounting policy for leases under IFRS 16

The Company assesses whether a contract is or contains a lease, at the inception of a contract. The Company recognizes a ROU asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, at the commencement of the lease, with the following exceptions: (i) the Company has elected not to recognize ROU assets and liabilities for leases where the total lease term is less than or equal to 12 months, or (ii) for leases of low value. The payments for such leases are recognized in the consolidated statement of comprehensive loss on a straight-line basis over the lease term.

The ROU asset is initially measured based on the present value of lease payments, lease payments made at or before the commencement day, and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. The ROU asset is depreciated over the shorter of the lease term or the useful life of the underlying asset. The ROU asset is subject to testing for impairment if there is an indicator of impairment.


SILVERCREST METALS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
YEAR ENDED DECEMBER 31, 2019

3. CHANGE IN ACCOUNTING POLICY (continued)

Adoption of new accounting policy – leases (continued)

New accounting policy for leases under IFRS 16 (continued)

The lease liability is initially measured at the present value of lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. Lease payments include fixed payments less any lease incentives, and any variable lease payments where variability depends on an index or rate. When the lease contains an extension or purchase option that the Company considers reasonably certain to be exercised, the cost of the option is included in the lease payments.

ROU assets are included in property and equipment, and the lease liability is presented as a separate line in the consolidated statement of financial position. Variable lease payments that do not depend on an index or rate are not included in the measurement of the ROU asset and lease liability. The related payments are recognized as an expense in the period in which the triggering event occurs and are included in the consolidated statement of comprehensive loss.

Lease liabilities

The Company leases office space and equipment. Interest expense on the lease liabilities amounted to $58,028 for 2019. The Company did not incur any variable lease payments and there were no leases with residual value guarantees or leases not yet commenced to which the Company is committed.

Lease liabilities   December 31, 2019  
Lease liabilities $ 532,348  
Less: current portion   (175,620 )
Long-term portion $ 356,728  
       
Undiscounted lease payments   December 31, 2019  
Not later than 1 year $ 189,050  
Later than 1 year and not later than 5 years   437,249  
  $ 626,299  

4. CRITICAL JUDGMENTS AND ESTIMATES

The preparation of these consolidated financial statements in accordance with IFRS requires management to make judgments, estimates, and assumptions that affect the reported amounts and the valuation of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenditures during the year.

These judgments and estimates are continuously evaluated and are based on management’s experience and knowledge of the relevant facts and circumstances. Actual results may differ from the estimates. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively. Information about such judgments and estimates is contained in the description of accounting policies (note 2) and/or other notes to the financial statements. Management has made the following critical judgments and estimates:

Critical judgments in applying accounting policies

The critical judgments that the Company’s management has made in the process of applying the Company’s accounting policies, apart from those involving estimations, that have the most significant effect on the amounts recognized in the Company’s consolidated financial statements are as follows:


SILVERCREST METALS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
YEAR ENDED DECEMBER 31, 2019

4. CRITICAL JUDGMENTS AND ESTIMATES (continued)

Critical judgments in applying accounting policies (continued)

Exploration and evaluation assets

The application of the Company’s accounting policy for exploration and evaluation assets requires judgment in determining if indicators of impairment over exploration and evaluation assets exist, in accordance with IFRS 6 Exploration for and evaluation of mineral resources.

Functional currency

The functional currency for the Company is the currency of the primary economic environment in which the entity operates. The Company had determined the functional currency of its Canadian and Mexican entities to be the Canadian dollar. Determination of functional currency may involve certain judgments to determine the primary economic environment, and the Company reconsiders the functional currency of its entities if there is a change in events and conditions which determined the primary economic environment.

Rehabilitation and restoration provision

The Company has obligations for the future restoration of its mining tenements. In most instances, removal of assets and restoration of the surrounding area occurs many years into the future. This requires judgmental assumptions regarding removal date, the extent of reclamation activities required, the engineering methodology for estimating cost, future removal technologies in determining removal cost, and asset specific discount rates to determine the present value of these cash flows.

Collectability and Classification of VAT Recoverable

VAT recoverable is collectible from the government of Mexico. The collection of VAT is subject to risk due to the complex application and collection process and therefore, risk related to the collectability and timing of payment from the Mexican government. The Company uses its best estimates based on the facts known at the time and its experience to determine its best estimate of the collectability and timing of these recoveries. Changes in the assumptions regarding collectability and the timing of collection could impact the valuation and classification of VAT recoverable. At December 31, 2019, the current portion of VAT recoverable was estimated to be $1,464,767.

Key sources of estimation uncertainty

The significant assumptions about the future and other major sources of estimation uncertainty as at the end of the reporting period that have a significant risk of resulting in a material adjustment to the carrying amounts of the Company’s assets and liabilities in the next 12 months are as follows:

Impairment of non-current assets

Non-current assets are tested for impairment when indicators of impairment are present. Calculating the estimated fair values of cash generating units for non-current asset impairment tests requires management to make estimates and assumptions with respect to metal selling prices; future capital expenditures; reductions in the amount of recoverable resources, and exploration potential; future production cost estimates; discount rates; and exchange rates. Reductions in metal price forecasts; increases in estimated future costs of production; increases in estimated future non-expansionary capital expenditures; reductions in the amount of recoverable resources, and exploration potential; and/or adverse current economics can result in a write-down of the carrying amounts of the Company’s non-current assets.

Income taxes

Management is required to make estimations regarding the tax basis of assets and liabilities and related deferred income tax assets and liabilities, the measurement of income tax expense, and indirect taxes. The Company is subject to assessments by tax authorities who may interpret tax law differently. These factors may affect the final amount or the timing of tax payments.


SILVERCREST METALS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
YEAR ENDED DECEMBER 31, 2019

5. EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES

A summary of acquisition costs capitalized as exploration and evaluation assets is as follows:

    Las Chispas     Guadalupe     Others     Total  
Balance at December 31, 2017 $ 935,592   $ 517,200   $ 167,674   $ 1,620,466  
Additions during the year   3,861,590     -     124,662     3,986,252  
Recovery of exploration and evaluation assets   -     (126,007 )   -     (126,007 )
Impairment   -     -     (292,336 )   (292,336 )
Balance at December 31, 2018   4,797,182     391,193     -     5,188,375  
Additions during the year   692,591     -     -     692,591  
Recovery of exploration and evaluation assets   -     (391,193 )   -     (391,193 )
Balance at December 31, 2019 $ 5,489,773   $ -   $ -   $ 5,489,773  

Las Chispas Property, Sonora, Mexico

The following table details the cumulative exploration and evaluation expenditures at the Company’s Las Chispas Property:

    Cumulative to     Expenditures     Cumulative to     Expenditures     Cumulative to  
    December 31,     during the     December 31,     during the     December 31,  
    2017     year     2018     year     2019  
Exploration and evaluation expenditures:                              
Assays   1,390,283     1,422,284     2,812,567     2,842,241     5,654,808  
Decline construction and underground workings   -     -     -     11,355,564     11,355,564  
Depreciation (note 6)   38,305     54,762     93,067     125,127     218,194  
Drilling   7,468,232     10,044,369     17,512,601     24,024,913     41,537,514  
Field and administrative costs   1,210,101     636,955     1,847,056     2,666,820     4,513,876  
Metallurgy   -     -     -     588,269     588,269  
Salaries and remuneration (notes 7)   1,128,811     1,344,513     2,473,324     3,465,149     5,938,473  
Share-based compensation (notes 7 and 8)   313,820     437,021     750,841     2,358,262     3,109,103  
Technical consulting services and studies   251,306     393,109     644,415     2,440,061     3,084,476  
Travel and lodging   204,474     70,698     275,172     416,209     691,381  
TOTAL $ 12,005,332   $ 14,403,711   $ 26,409,043   $ 50,282,615   $ 76,691,658  

SILVERCREST METALS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
YEAR ENDED DECEMBER 31, 2019

5. EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES (continued)

Las Chispas Property, Sonora, Mexico (continued)

The Las Chispas Property consists of 28 concessions. The following table summarizes the option payments for these mineral concessions. Except as disclosed below, the Company has either 100% ownership of or the rights to purchase 100% ownership of these concessions.

                Future option                 Prior option     Total option  
    # of           payments     Paid in 2019     Paid in 2018     payments     payments  
Property   concessions     Title %     (US$)     (US$)     (US$)     (US$)     (US$)  
                                           
Las Chispas   25     100%   $ -   $ 455,000   $ 2,771,400   $ 595,000   $ 3,821,400  

The Company, through staking and various option agreements, owns 100% of 25 concessions . During 2019, the Company paid $603,810 (US$455,000) (2018 – $3,654,045 (US$2,803,097)) to exercise option agreements . Accordingly, there are no further payments required. During 2018, in connection with an option agreement, the Company issued 236,750 common shares with a fair value of $682,992 (note 8), which was recorded as an acquisition cost. For one of the concessions, a 2% net smelter return royalty is payable for material from this concession that has processed grades greater than or equal to 40 ounces per tonne of silver and 0.5 ounces per tonne of gold, combined.

Las Chispas   1     67%   $ -   $ -   $ 5,000   $ -   $ 5,000  

The remaining 33% of this concession is owned by a local Mexican family and not optioned to SilverCrest. None of the Company's Mineral Resource is located on this concession.

Las Chispas   2     0%   $ 150,000   $ -   $ 26,697   $ -   $ 176,697  

During 2018, the Company paid $26,697 to purchase the rights to mining concession applications from a local Mexican company. Once the applications are accepted and mining concessions are issued by the mining registry, the Company has agreed to pay US$150,000 to recieve a 100% title to the concessions .

Total Las Chispas Concessions   28         $ 150,000   $ 455,000   $ 2,803,097   $ 595,000   $ 4,003,097  

Guadalupe Property, Durango, Mexico

The Company also had a 100% interest in the Guadalupe property. On February 28, 2018, the Company entered into an option agreement whereby the optionee could earn a 100% interest in the Guadalupe property by making staged payments of $126,007 (US$100,000) upon signing (received), $132,704 (US$100,000) on February 28, 2019 (received), and US$300,000 on February 28, 2020. During 2019, the Company agreed to discount the final payment to US$250,000 in exchange for an accelerated payment from the optionee. Accordingly, the Company received $324,140 (US$250,000) and the optionee exercised its option to earn 100% title to the property. The Company recorded option payments and the reimbursement of concession taxes as a recovery and credited it against the carrying value of the Guadalupe property. As a result, during 2019, the Company recorded a gain on disposal of the Guadalupe property of $65,651.

Other exploration properties in Mexico

The Company’s other Mexican exploration properties include Cruz de Mayo, Angel de Plata, and Estacion Llano. While the Company continues to have a 100% interest in these properties, no substantive exploration expenditures are currently budgeted nor planned. During 2018, the Company recorded a $292,336 impairment expense for all previously capitalized costs related to these properties.

Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral properties. The Company has investigated title to all its mineral properties and, to the best of its knowledge, titles to all its properties are in good standing except as otherwise disclosed. However, this should not be considered as a guarantee of title. The mineral properties may be subject to prior claims or agreements, or transfers, and rights of ownership may be affected by undetected defects.


SILVERCREST METALS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
YEAR ENDED DECEMBER 31, 2019

6. PROPERTY AND EQUIPMENT

                      Right of                    
    Building     Computer     Equipment     use assets     Vehicle     Land     Total  
Cost                                          
Balance at December 31, 2017 $ -   $ 32,432   $ 78,446   $ -   $ 107,426   $ 854,974   $ 1,073,278  
Additions   -     9,664     629     -     111,756     238,530     360,579  
As at December 31, 2018   -     42,096     79,075     -     219,182     1,093,504     1,433,857  
                                           
Recognition of right of use asset                                          
upon initial adoption of                                          
accounting policy (note 3)   -     -     -     645,052     -     -     645,052  
Additions   328,316     84,015     385,912     10,452     321,380     -     1,130,075  
As at December 31, 2019 $ 328,316   $ 126,111   $ 464,987   $ 655,504   $ 540,562   $ 1,093,504   $ 3,208,984  
                                           
Accumulated depreciation                                          
Balance at December 31, 2017 $ -   $ 17,862   $ 17,143   $ -   $ 37,235   $ -   $ 72,240  
Depreciation for the year   -     8,370     8,009     -     42,354     -     58,733  
As at December 31, 2018   -     26,232     25,152     -     79,589     -     130,973  
Depreciation for the year   13,450     24,294     14,320     140,739     88,314     -     281,117  
As at December 31, 2019 $ 13,450   $ 50,526   $ 39,472   $ 140,739   $ 167,903   $ -   $ 412,090  
                                           
Carrying amounts                                          
As at December 31, 2018 $ -   $ 15,864   $ 53,923   $ -   $ 139,593   $ 1,093,504   $ 1,302,884  
As at December 31, 2019 $ 314,866   $ 75,585   $ 425,515   $ 514,765   $ 372,659   $ 1,093,504   $ 2,796,894  

7. RELATED PARTY TRANSACTIONS

Professional fees

During 2019, the Company paid or accrued professional fees of $165,970 (2018 – $79,804) and capital stock issuance costs of $313,193 (2018 – $259,081), to Koffman Kalef LLP, a law firm of which the Company’s Corporate Secretary is a partner. At December 31, 2019, $128,821 (2018 – $105,375) was payable to Koffman Kalef LLP.

Key management compensation

The Company’s key management personnel have authority and responsibility for planning, directing, and controlling the activities of the Company and include the Company’s Chief Executive Officer (“CEO”), President, Chief Financial Officer (“CFO”), Chief Operating Officer (“COO”), and directors. Key management personnel compensation is summarized as follows:

    2019     2018  
Management fees (1) $ 585,916   $ 431,250  
Management remuneration(2)   1,157,801     612,880  
Director fees   173,370     69,039  
Share-based compensation(3), (4)   4,785,651     2,471,541  
  $ 6,702,738   $ 3,584,710  

(1) Total management fees of $585,916 were paid to a company controlled by the CEO of which $298,416 (2018 – $Nil) was recorded as exploration and evaluation expenditures (note 5).

(2) Remuneration and short-term benefits were paid to the President, CFO, and COO, of which $432,845 (2018 – $32,190) was recorded as exploration and evaluation expenditures (note 5).

(3) Share-based compensation is the vested portion of the fair value at grant date of stock options awarded to all directors and officers of the Company.

(4) During 2019, the Company recorded share-based compensation of $2,511,804 (2018 – $912,550) for the vested portion of options granted to the CEO,CFO, COO, and the Company’s VP of Exploration and Technical Services , of which $1,647,417 (2018 – $138,803) was recorded as exploration and evaluation expenditures (note 5) and $864,387 (2018 – $773,747) was expensed.


SILVERCREST METALS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
YEAR ENDED DECEMBER 31, 2019

7. RELATED PARTY TRANSACTIONS (continued)

Other transactions

During 2019, the Company:

  • paid remuneration of $156,037 (2018 – $127,171) to an employee providing technical services who is an immediate family member of the CEO, of which $151,006 (2018 – $81,799) was recorded as exploration and evaluation expenditures (note 5) and $5,031 (2018 – $45,372) was expensed. The Company also recorded share-based compensation of $131,865 (2018 – $40,397) for the vested portion of stock options granted to this employee, of which $125,272 (2018 – $27,237) was recorded as exploration and evaluation expenditures (note 5) and $6,593 (2018 – $13,160) was expensed;

  • paid remuneration of $20,609 (2018 – $Nil) to an employee providing technical services who is an immediate family member of the COO which was recorded as exploration and evaluation expenditures (note 5); and

  • recorded loans receivable at December 31, 2019 of $341,294 (2018 – $40,499) due from officers of the Company. The loans accrue interest at a rate of 2% per annum and are due at December 31, 2020.

The Company has an allocation of costs agreement with Goldsource Mines Inc. (“Goldsource”), a company related by common directors and officers, whereby the Company shares salaries, administrative services, and other expenses. During 2019, the Company allocated to Goldsource $210,639 (2018 – $138,541) for its share of these expenses, of which $36,428 (2018 – $79,105) was receivable from Goldsource at December 31, 2019. Amounts allocated to Goldsource are due at the end of each fiscal quarter and accrue interest at a rate of 1% per month, if in arrears for greater than 30 days.

8. CAPITAL STOCK

Authorized shares

The Company’s authorized capital stock consists of an unlimited number of common shares and an unlimited number of preferred shares without nominal or par value.

Issued and outstanding

At December 31, 2019, the Company had 107,471,015 common shares and no preferred shares outstanding.

2019

On January 11, 2019, the Company completed a private placement, with the new COO of the Company, of 100,000 units at a price of $2.92 per unit for gross proceeds of $292,000. Each unit consisted of one common share and one half-warrant. Each whole warrant entitles the holder to purchase one common share at a price of $4.03 per share until January 11, 2021. The Company determined that the warrants did not have any residual value. The Company did not pay a finder’s fee in connection with the private placement and incurred $13,998 of capital stock issuance costs.

The Company cancelled and returned to treasury 62,722 shares pursuant to a depositary agreement dated September 15, 2015 between the Company and Computershare Trust Company of Canada (“Computershare”). Computershare was appointed to act as depositary for common shares of the Company to be distributed to former shareholders of SilverCrest Mines Inc. by a plan of arrangement agreement (“the Arrangement”) dated July 26, 2015. Any shares not distributed on or before October 1, 2018, the third anniversary of the date of completion of the Arrangement, were returned to the Company for cancellation.

On August 15, 2019, the Company completed a short-form prospectus offering of 4,326,300 common shares at a price of $5.85 per common share for gross proceeds of $25,308,855. The Company incurred $1,560,010 of related capital stock issue costs.

On August 16, 2019, the Company completed a private placement with SSR Mining Inc. (“SSR Mining”) of 780,000 common shares at a price of $5.85 per common share for gross proceeds of $4,563,000. SSR Mining exercised its right to maintain its pro rata ownership interest of up to 9.9% of the outstanding common shares of the Company pursuant to an agreement between the Company and SSR Mining dated November 28, 2018. The Company incurred $54,923 of related capital stock issue costs.


SILVERCREST METALS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
YEAR ENDED DECEMBER 31, 2019

8. CAPITAL STOCK (continued)

Issued and outstanding (continued)

2019 (continued)

The Company issued 3,959,804 common shares at prices ranging from $1.45 to $2.29 per common share for gross proceeds of $5,931,471 upon the exercise of warrants. The Company incurred $6,183 of related capital stock issue costs. The Company also issued 795,000 common shares at prices ranging from $0.16 to $3.24 per common share for gross proceeds of $1,057,600 upon the exercise of stock options. Accordingly, the Company reallocated $635,357 from reserves to capital stock.

On December 18, 2019, the Company completed a short-form prospectus offering of 12,650,000 common shares at a price of $7.28 per common share for gross proceeds of $92,092,000. The Company incurred $5,254,312 of related capital stock issuance costs.

2018

On January 17, 2018, the Company completed a private placement, with the President of the Company, of 451,800 units at a price of $1.66 per unit for gross proceeds of $749,988. Each unit consisted of one common share and one half-warrant. Each whole warrant entitles the holder to purchase one common share at a price of $2.29 per share until January 17, 2020. The Company determined that the warrants did not have any residual value. The Company did not pay a finder’s fee in connection with the private placement and incurred $15,817 of capital stock issuance costs.

On May 17, 2018, the Company completed a short-form prospectus offering of 8,214,450 common shares at a price of $2.10 per common share for gross proceeds of $17,250,345. The Company incurred $1,313,612 of related capital stock issuance costs.

On December 7, 2018, the Company completed a private placement with SSR Mining of 8,220,645 common shares at a price of $3.73 per common share for gross proceeds of $30,663,006. The Company incurred $245,823 of capital stock issuance costs.

The Company issued an aggregate of 236,750 common shares to a mineral property concession holder pursuant to a mineral property option agreement (note 5). The fair value of the shares was $682,992 and the Company incurred $10,007 in related capital stock issuance costs.

The Company issued 1,052,500 common shares at $1.45 per common share and 2,458,585 common shares at $3.00 per common share for total gross proceeds of $8,901,880 on the exercise of warrants. The Company incurred $2,257 of related capital stock issuance costs. The Company also issued 685,000 common shares at $0.16 per common share for gross proceeds of $109,600 on the exercise of options. Accordingly, the Company reallocated $64,068 from reserves to capital stock.

The Company recovered $11,656 of capital stock issuance costs for shares issued in prior years.

Warrants

Warrant transactions during the year are as follows:

    2019     2018  
    Number of     Weighted average     Number of     Weighted average  
    warrants     exercise price     warrants     exercise price  
Outstanding, beginning of year   3,959,804   $ 1.50     7,402,654   $ 2.00  
Issued   50,000     4.03     225,900     2.29  
Exercised   (3,959,804 )   1.50     (3,511,085 )   2.54  
Expired   -     -     (157,665 )   3.00  
Outstanding, end of year   50,000   $ 4.03     3,959,804   $ 1.50  

SILVERCREST METALS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
YEAR ENDED DECEMBER 31, 2019

8. CAPITAL STOCK (continued)

Warrants (continued)

The warrants outstanding at December 31, 2019 are as follows:

          Remaining life     Number  
Expiry date   Exercise price     (years)     of warrants  
January 11, 2021 $ 4.03     1.03     50,000  

Stock options

The Company has a “rolling 10%” Stock Option Plan which authorizes the grant of stock options to directors, officers, employees, and consultants, enabling them to acquire common shares of the Company to a maximum of 10% of the then issued and outstanding common shares. The exercise price of any option will be the market price of the Company’s stock as at the date of the grant. The options can be granted for a maximum term of ten years with vesting determined by the Board of Directors.

A summary of the Company’s stock option transactions during the year is as follows:

    2019     2018  
    Number of     Weighted average     Number of     Weighted average  
    options     exercised price     options     exercised price  
Outstanding, beginning of year   7,627,500   $ 1.99     4,825,000   $ 1.24  
Issued   1,976,250     7.94     3,487,500     2.66  
Exercised*   (795,000 )   1.33     (685,000 )   0.16  
Forfeited   (50,000 )   3.24     -     -  
Outstanding, end of year   8,758,750   $ 3.38     7,627,500   $ 1.99  

*The weighted average market value of the Company’s shares at the dates of exercise was $5.96.

During 2019, the Company granted:

  • 150,000 stock options to a new director and employees that can be exercised at a price of $4.54 per share until May 30, 2024;
  • 975,000 stock options to directors, officers, employees, and consultants that can be exercised at a price of $8.21 per share until September 4, 2024.
  • 7,500 stock options to an employee that can be exercised at a price of $7.89 per share until October 17, 2024;
  • 843,750 stock options to directors, officers, employees, and consultants that can be exercised at a price of $8.24 per share until December 19, 2024. These options vest over a 3-year period with 33% vesting after each of one year, two years, and three years after the grant date, respectively.

During 2018, the Company granted:

  • 500,000 stock options, on January 2, 2018, to the President of the Company that can be exercised at a price of $1.84 per share until January 2, 2023;
  • 955,000 stock options to directors, officers, employees, and consultants that can be exercised at a price of $1.94 per share until January 4, 2023;
  • 50,000 stock options to an employee that can be exercised at a price of $2.37 per share until March 1, 2023;
  • 100,000 stock options to a director that can be exercised at a price of $2.69 per share until May 31, 2023;
  • 100,000 stock options to a director that can be exercised at a price of $3.41 per share until November 11, 2023;
  • 200,000 stock options to the COO that can be exercised at a price of $3.30 per share until November 13, 2023; and
  • 1,582,500 stock options to directors, officers, employees, and consultants that can be exercised at a price of $3.24 per share until December 14, 2023.

Except as noted above, options granted during 2019 and 2018 vest over a one-year period, with 25% vesting after each of three months, six months, nine months, and twelve months after the grant date, respectively.


SILVERCREST METALS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
YEAR ENDED DECEMBER 31, 2019

8. CAPITAL STOCK (continued)

Stock options (continued)

Stock options outstanding and exercisable at December 31, 2019 are as follows:

 

 

Options outstanding

 

Options exerciseable

 

 

Number of shares

Remaining life

 

Number of shares

Expiry date

Exercise price

issuable on exercise

(years)

 

issuable on exercise

June 30, 2020*

$1.88 - $3.24

55,000

0.50

 

55,000

December 9, 2020

$             0.16

1,225,000

0.94

 

1,225,000

October 17, 2021

$             2.56

100,000

1.80

 

100,000

December 9, 2021

$             2.30

1,240,000

1.94

 

1,240,000

January 3, 2022

$             2.55

100,000

2.01

 

100,000

August 4, 2022

$             1.88

765,000

2.59

 

765,000

January 2, 2023

$             1.84

500,000

3.01

 

500,000

January 4, 2023

$             1.94

877,500

3.01

 

877,500

May 31, 2023

$             2.69

100,000

3.42

 

100,000

November 11, 2023

$             3.41

100,000

3.87

 

100,000

November 13, 2023

$             3.30

200,000

3.87

 

200,000

December 14, 2023

$             3.24

1,520,000

3.96

 

1,520,000

May 30, 2024

$             4.54

150,000

4.42

 

75,000

September 4, 2024

$             8.21

975,000

4.68

 

243,750

October 17, 2024

$             7.89

7,500

4.80

 

-

December 19, 2024

$             8.24

843,750

4.97

 

-

 

 

8,758,750

 

 

7,101,250

*Note: the expiry date of these options was modified during 2019. See “Share-based compensation”, below.

The weighted average remaining life of options outstanding is 3.09 years.

Share-based compensation

The fair value of options granted during 2019 and 2018 was estimated using the Black-Scholes Option Pricing Model using the following weighted average assumptions:

    2019     2018  
Expected option life (years)   3.70     4.67  
Expected volatility   58.82%     88.62%  
Expected dividend yield   -     -  
Risk-free interest rate   1.42%     2.00%  
Expected forfeiture rate   1.00%     1.00%  
Fair value per option $ 3.48   $ 1.74  
Total fair value $ 6,877,363   $ 6,069,960  

During 2019, the Company recognized share-based compensation of $2,422,738 for the vested portion of options granted during the year of which $1,457,438 was expensed and $965,300 was recorded as exploration and evaluation expenditures (note 5). The Company also recognized share-based compensation of $3,369,067 for the vested portion of options granted during 2018, for which $1,976,105 was expensed and $1,392,962 was recorded as exploration and evaluation expenditures (note 5).

During 2019, the Company modified the expiry date of 55,000 options, with exercise prices ranging from $1.88 to $3.24 per share, to June 30, 2020. The original expiry dates ranged from December 9, 2020 to December 13, 2023. As a result of this modification, the Company recognized the incremental fair value of the options of $100,652 as stock-based compensation expense.



SILVERCREST METALS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
YEAR ENDED DECEMBER 31, 2019

8. CAPITAL STOCK (continued)

Share-based compensation (continued)

During 2018, the Company recognized share-based compensation expense of $2,700,894 for the vested portion of stock options granted during that period, of which $2,298,407 was expensed and $402,487 was recorded as exploration and evaluation expenditures (note 5). The Company also recognized share-based compensation of $280,961 for the vested portion of stock options previously granted during 2017, of which $246,427 was expensed and $34,534 was recorded as exploration and evaluation expenditures (note 5).

Share-based payment reserve

The share-based payment reserve records items recognized as share-based compensation and the fair value of private placement warrants issued based on the residual method. At the time that stock options or warrants are exercised, the corresponding amount is reallocated to share capital or, if cancelled or expired, the corresponding amount is reallocated to deficit.

A summary of share-based payment reserve transactions is as follows:

    2019     2018  
Balance, beginning of year $ 6,196,165   $ 3,278,378  
Share-based compensation, stock options   5,892,457     2,981,855  
Stock options exercised, reallocated to capital stock   (635,357 )   (64,068 )
Stock options forfeited, reallocated to deficit   (83,969 )   -  
Balance, end of year $ 11,369,296   $ 6,196,165  

Deferred share units

During 2019, the Board of Directors approved a Deferred Share Unit (“DSU”) plan. Each DSU entitles the holder to receive cash equal to the current market value of the equivalent number of common shares of the Company. DSUs vest immediately and become payable upon the retirement of the holder. The share-based compensation expense related to the DSUs was calculated using the fair value method based on the market price of the Company's shares at the end of each reporting period. As DSUs are cash settled, the Company recorded a corresponding liability in accounts payable and accrued liabilities.

During 2019, the Company issued 27,500 DSUs. At December 31, 2019, the market value of the Company’s common shares was $8.77. Accordingly, the Company recorded share-based compensation expense and an accrued liability of $241,175.

A summary of DSU transactions during the year is as follows:

    2019  
Outstanding, beginning of year   -  
Issued   27,500  
Outstanding, end of year   27,500  

The following table summarizes the change in the accrued DSU liability:

    2019  
Outstanding, beginning of year $ -  
Change in accrued DSU liability   241,175  
Outstanding, end of year $ 241,175  


SILVERCREST METALS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
YEAR ENDED DECEMBER 31, 2019

9. INCOME TAXES

The income taxes recognized in loss and comprehensive loss are as follows:

    2019     2018  
Current tax (recovery) expense $ 150,000   $ -  

The provision for income taxes reported differs from the amounts computed by applying statutory Canadian federal and provincial tax rates to the loss before tax due to the following:

    2019     2018  
Loss for the year, before income taxes $ (59,118,859 ) $ (19,825,314 )
Statutory tax rate   27%     27%  
Recovery of income taxes computed at statutory rates   (15,961,000 )   (5,353,000 )
Share based payments   1,656,000     700,000  
Mexican inflationary adjustments   139,000     -  
Differing effective tax rate on loss in foreign jurisdiction   (1,610,000 )   (433,000 )
Impact of share issuance costs   (1,809,000 )   (425,000 )
Unrecognized deferred tax assets   15,208,000     6,111,000  
Impact of foreign exchange and other   2,527,000     (600,000 )
Total income tax expense $ 150,000   $ -  

The approximate tax effect of each item that gives rise to the Company's recognized deferred tax assets and liabilities as at December 31, 2019 and 2018 is as follows:

    2019     2018  
Deferred income tax assets            
Non-capital losses $ 559,000   $ -  
Deferred income tax liabilities            
Property, plant and equipment   (559,000 )   -  
Net deferred income tax asset (liability) $ -   $ -  

The Company has the following deductible temporary differences for which no deferred tax assets have been recognized:

    2019     2018  
Non-capital losses $ 13,755,000   $ 7,378,000  
Exploration and evaluation assets   67,995,000     28,112,000  
Financing fees   6,813,000     2,132,000  
Other   533,000     139,000  
Total $ 89,096,000   $ 37,761,000  

At December 31, 2019, the Company had non-capital loss carry forwards of approximately $9,036,000 (2018 – $7,295,000), which expire between 2035 and 2039, available to offset future taxable income in Canada. The Company also had non-capital loss carry forward of approximately $6,568,000 (2018 – $83,000), which expire between 2028 and 2029, available to offset future taxable income in Mexico.


SILVERCREST METALS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
YEAR ENDED DECEMBER 31, 2019

10. SEGMENTED INFORMATION

The Company operates in one reportable segment, being the acquisition and exploration of mineral property interests in Mexico.

Geographical segmented information is presented as follows:

    Canada     Mexico     Total  
Comprehensive loss                  
                   
2019                  
Net loss for the year $ 3,112,075   $ 56,156,784   $ 59,268,859  
                   
2018 - Restated (note 3)                  
Net loss for the year $ 5,395,830   $ 14,429,484   $ 19,825,314  
                   
Non-current assets and liabilities                  
                   
December 31, 2019                  
Taxes receivable $ -   $ 6,461,327   $ 6,461,327  
Deposits $ 93,553   $ -   $ 93,553  
Property and equipment $ 535,159   $ 2,261,735   $ 2,796,894  
Exploration and evaluation assets $ -   $ 5,489,773   $ 5,489,773  
                   
December 31, 2018 - Restated (note 3)                  
Taxes receivable $ -   $ 3,877,934   $ 3,877,934  
Deposits $ 70,553   $ -   $ 70,553  
Property and equipment $ 10,053   $ 1,292,831   $ 1,302,884  
Exploration and evaluation assets $ -   $ 5,188,375   $ 5,188,375  

11. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

The Company is exposed to various financial instrument risks and assesses the impact and likelihood of this exposure. These risks include liquidity, foreign currency, and credit and interest rate risks. Where material, these risks are reviewed and monitored by the Board of Directors.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has in place a planning and budgeting process to help determine the funds required to ensure the Company has the appropriate liquidity to meet its operating and growth objectives. The Company’s cash and cash equivalents are invested in business accounts with quality financial institutions and are available on demand for the Company’s programs.

Foreign currency risk

The Company operates in Canada and Mexico and is therefore exposed to foreign exchange risk arising from transactions denominated in foreign currencies. The operating results and the financial position of the Company are reported in Canadian dollars. The functional currency of the Company and its subsidiaries is the Canadian dollar. Foreign currency risk is related to the exposure of financial instruments denominated in currencies other than Canadian dollars.


SILVERCREST METALS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
YEAR ENDED DECEMBER 31, 2019

11. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (continued)

Foreign currency risk (continued)

The Company is exposed to foreign currency risk through the following financial assets and liabilities, expressed in Canadian dollars:

    US Dollar     Mexican Peso     Total  
2019                  
Cash and cash equivalents $ 14,529,280   $ 432,952   $ 14,962,232  
Amounts receivable   -     8,003     8,003  
Taxes receivable   -     6,461,327     6,461,327  
Total financial assets   14,529,280     6,902,282     21,431,562  
Less: accounts payable and accrued liabilities   (2,684,538 )   (486,156 )   (3,170,694 )
Net financial assets $ 11,844,742   $ 6,416,126   $ 18,260,868  
                   
2018                  
Cash and cash equivalents $ 32,359,542   $ 345,809   $ 32,705,351  
Amounts receivable   -     1,125     1,125  
Taxes receivable   -     3,877,934     3,877,934  
Total financial assets   32,359,542     4,224,868     36,584,410  
Less: accounts payable and accrued liabilities   (731,593 )   (362 )   (731,955 )
Net financial assets $ 31,627,949   $ 4,224,506   $ 35,852,455  

At December 31, 2019, a 10% appreciation (depreciation) in the value of the US dollar and Mexican peso against the Canadian dollar, with all other variables held constant, would result in approximately a $1.9 million increase (decrease) in the Company’s net loss for the year.

Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to its liquid financial assets including cash and cash equivalents and amounts receivable. The Company limits exposure to credit risk on liquid financial assets through maintaining its cash and cash equivalents with high-credit quality financial institutions. At December 31, 2019, the amounts receivable balance of $617,873 (2018 – $170,574) consisted primarily of $341,294 (2018 – $40,499) due from related parties (note 7) and interest receivable of $216,504 (2018 – $46,886). The carrying amount of financial assets, as stated in the consolidated statement of financial position, represents the Company’s maximum credit exposure.

Interest rate risk

The Company’s exposure to interest rate risk arises from the interest rate impact on its cash and cash equivalents. The Company’s practice has been to invest cash at floating rates of interest in cash equivalents, in order to maintain liquidity, while achieving a satisfactory return for shareholders. There is minimal risk that the Company would recognize any loss as a result of a decrease in the fair value of any term deposit or guaranteed bank investment certificates, as they are held with large and stable financial institutions and are reported at amortized cost. At December 31, 2019, with all other variables unchanged, a one percentage point change in interest rates would result in approximately a $1.1 million increase (decrease) in the Company’s net and comprehensive loss for the year.

Financial instruments carrying value and fair value

The Company’s financial instruments consist of cash and cash equivalents, amounts receivable, and accounts payable and accrued liabilities. The carrying value of amounts receivable and accounts payable and accrued liabilities (except as noted) approximate their fair values due to the short-term nature of these instruments. In relation to the Company’s DSU plan (note 8), the Company recorded the fair value of DSUs in accounts payable and accrued liabilities.


SILVERCREST METALS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
YEAR ENDED DECEMBER 31, 2019

11. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (continued)

Financial instruments carrying value and fair value (continued)

The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts and volatility measurements used to value option contracts), or inputs that are derived principally from or corroborated by observable market data or other means. Level 3 inputs are unobservable (supported by little or no market activity). The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. The Company’s accounts payable and accrued liabilities (related to DSUs) are measured using level 1 inputs.

The following table summarizes the classification and carrying values of the Company’s financial instruments:

    FVTPL     Amortized cost     Amortized cost     Total  
          (financial assets)     (financial liabilities)        
December 31, 2019                        
Financial assets                        
Amounts receivable $ -   $ 617,873   $ -   $ 617,873  
                         
Financial liabilities                        
Accounts payable and accrued liabilities $ 241,175   $ -   $ 4,720,826   $ 4,962,001  
Lease liability   -     -     532,348     532,348  
Total financial liabilities $ 241,175   $ -   $ 5,253,174   $ 5,494,349  
                         
December 31, 2018                        
Financial assets                        
Amounts receivable $ -   $ 170,574   $ -   $ 170,574  
                         
Financial liabilities                        
Accounts payable and accrued liabilities $ -   $ -   $ 1,462,538   $ 1,462,538  

12. MANAGEMENT OF CAPITAL

The Company’s objective when managing capital is to safeguard the Company’s ability to continue as a going concern in order to support the exploration and evaluation of its mineral properties. The capital of the Company consists of items included in shareholders’ equity. The Company manages and adjusts its capital structure when changes to the risk characteristics of the underlying assets or changes in economic conditions occur. To maintain or adjust the capital structure, the Company may attempt to raise new funds.

In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets which are revised periodically based on the results of its exploration programs, the availability of financing, and industry conditions. There are no external restrictions placed on the management of capital.

The Company’s investment policy is to invest any excess cash in liquid short-term interest-bearing instruments. When utilized, these instruments are selected with regard to the expected timing of expenditures from continuing operations. The Company expects to have sufficient capital resources to meet its planned administrative overhead expenses and exploration plans for 2020. Actual funding requirements may vary from those planned due to several factors, including the progress and results of exploration and drilling activities. The exploration and development of the Company’s properties may be dependent upon the Company’s ability to obtain financing through equity or debt, and there can be no assurance that it will be able to obtain adequate financing in the future or that the terms of such financing will be favourable to the Company.


SILVERCREST METALS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
YEAR ENDED DECEMBER 31, 2019

13. SUBSEQUENT EVENTS

Subsequent to December 31, 2019, the following events occurred:

  • The Company’s business could be adversely affected by the effects of the recent outbreak of respiratory illness caused by the novel coronavirus (“COVID‑19”). Since early March 2020, several significant measures have been implemented in Canada, Mexico and the rest of the world by authorities in response to the increased impact from COVID-19. The Company cannot accurately predict the impact COVID‑19 will have on the ability of third parties to meet their obligations with the Company, including due to uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In particular, the continued spread of the COVID-19 globally could materially and adversely impact the Company’s business including without limitation, employee health, limitations on travel, the availability of industry experts and personnel, restrictions on planned drill programs and other factors that depend on future developments beyond the Company’s control. In addition, the significant outbreak of a contagious disease has resulted in a widespread health crisis that has adversely affected the economies and financial markets of many countries (including Canada and Mexico), resulting in a potential economic downturn that may negatively impact the Company’s financial position, financial performance, cash flows, and its ability to raise capital, in 2020. The Company continues to operate its business and move its Las Chispas property forward at this time. While the impact of COVID-19 is expected to be temporary, the current circumstances are dynamic and the impacts of COVID-19 on the Company’s exploration activities, including the duration and impact on its planned feasibility study, cannot be reasonably estimated at this time.

  • On January 10, 2020, the Company completed a private placement with SSR Mining of 1,819,074 common shares at a price of $7.28 per common share for gross proceeds of $13,242,859. SSR Mining exercised its right to maintain its pro rata ownership interest of up to 9.9% of the outstanding common shares of the Company pursuant to an agreement between the Company and SSR Mining dated November 28, 2018.

  • On March 11, 2020, the Company entered into an agreement with National Bank Financial (“NBF”) on behalf of a syndicate of underwriters for a prospectus offering, pursuant to which the underwriters agreed to purchase, on a bought-deal basis, 9,100,000 common shares of the Company at a price of $8.25 per common share for aggregate gross proceeds to the Company of $75.1 million. On March 17, 2020, NBF, on behalf of the syndicate of underwriters, served notice on the Company purporting to terminate their obligations under the agreement on the basis of the COVID-19 pandemic and its adverse effect on financial markets. The Company’s position is that the underwriters had no basis for terminating the agreement and intends to pursue its legal remedies against NBF for breach of its obligations under the agreement.

  • The Company issued 874,500 common shares at prices ranging from $0.16 to $4.54 per share for gross proceeds of $740,610 upon the exercise of stock options.

  • The Company cancelled 25,000 forfeited stock options with an exercise price of $8.21 per share.

 


EX-99.2 3 exhibit99-2.htm EXHIBIT 99.2 SilverCrest Metals Inc.: Exhibit 99.2 - Filed by newsfilecorp.com

MANAGEMENT’S DISCUSSION & ANALYSIS

DECEMBER 31, 2019


SILVERCREST METALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEAR ENDED DECEMBER 31, 2019

TSX: SIL | NYSE American: SILV

This Management’s Discussion and Analysis (“MD&A”) is an overview of all material information about SilverCrest Metals Inc.’s (the “Company” or “SilverCrest”) operations, liquidity, and capital resources for the three months and year ended December 31, 2019. The MD&A should be read in conjunction with the audited consolidated financial statements for the years ended December 31, 2019 and 2018, and the related notes contained therein which have been prepared under International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. Additional information relating to the Company, including the Company’s Annual Information Form for the year ended December 31, 2019 (the “AIF”), is available on SEDAR at www.sedar.com and on the Company’s website www.silvercrestmetals.com.

The first, second, third, and fourth quarters of the Company’s fiscal years are referred to as “Q1”, “Q2”, “Q3”, and “Q4”, respectively, and the first and second half of the Company’s fiscal years are referred to as “H1” and “H2”, respectively. All amounts are stated in Canadian dollars unless otherwise indicated.

The effective date of this MD&A is March 24, 2020. This MD&A contains forward-looking information.

FORWARD-LOOKING STATEMENTS

This MD&A contains “forward-looking statements” and “forward-looking information” (collectively, “forward-looking statements”) within the meaning of Canadian and United States securities legislation. Such forward-looking statements concern the Company’s anticipated results and developments in the Company’s operations in future periods, planned exploration and development of its properties, planned expenditures and plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on expectations of future performance, including silver and gold production and planned work programs. In addition, these statements include, but are not limited to the future price of commodities, the estimation of mineral resources, the realization of mineral resource estimates, the timing and amount of estimated future production, costs of production, capital expenditures, costs and timing of the development of new deposits, timing of completion of exploration programs, technical reports and studies (including the expectation that a feasibility study for the Company’s Las Chispas property will be completed by H2, 2020, subject to resolution of the novel coronavirus (“COVID-19”) pandemic), success of exploration and development activities and mining operations, the timing of construction and mine operation activities, permitting timelines, currency fluctuations, requirements for additional capital, government regulation of exploration and production operations, environmental risks, unanticipated reclamation expenses, title disputes or claims, completion of acquisitions and their potential impact on the Company and its operations, limitations on insurance coverage; maintenance of adequate internal control over financial reporting; and the timing and possible outcome of litigation.

Forward-looking statements are made based upon certain assumptions and other important factors that, while considered reasonable by the Company, are inherently subject to significant business economic, competitive, political and social uncertainties and contingencies. The Company has made assumptions based on many of these factors which include, without limitation, present and future business strategies, the environment in which the Company will operate in the future, including the price of silver and gold, anticipated cost and the ability to achieve goals. Certain important factors that could cause actual results, performances or achievements to differ materially from those in the forward-looking statements include, among others, volatility in the price of silver and gold, discrepancies between actual estimated production, mineral resources and metallurgical recovery, mining operational and development risks, regulatory restrictions, activities by governmental authorities and changes in legislation, community relations, the speculative nature of mineral exploration, the global economic climate, loss of key employees, additional funding requirements and defective title to mineral claims or property. While the Company has attempted to identify important factors that could cause actual actions, events or results to differ from those described in forward-looking statements, there may be factors that cause actions, events or results not to be as anticipated, estimated or intended.

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements, including, without limitation: the timing and content of work programs; results of exploration activities; the interpretation of drilling results and other geological data; reliability of mineral resource estimates; receipt, maintenance and security of permits and mineral property titles; enforceability of contractual interests in mineral properties; environmental and other regulatory risks; compliance with changing environmental regulations; dependence on local community relationships; risks of local violence; risks related to natural disasters, terrorism, civil unrest, public health concerns (including health epidemics or outbreaks of communicable diseases such as the coronavirus) and other geopolitical uncertainties; reliability of costs estimates; project cost overruns or unanticipated costs and expenses; precious metals price fluctuations; fluctuations in the foreign exchange rate (particularly the Mexican peso, Canadian dollar and United States dollar); uncertainty in the Company’s ability to fund the exploration and development of its mineral properties or the completion of further exploration programs; uncertainty as to whether the Company’s exploration programs will result in the discovery, development or production of commercially viable ore bodies or yield reserves; risks related to mineral properties being subject to prior unregistered agreements, transfers, claims and other defects in title; uncertainty in the ability to obtain financing if required; maintaining adequate internal control over financial reporting; dependence on key personnel; and general market and industry conditions. This list is not exhaustive of the factors that may affect the Company’s forward-looking statements. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking statements.

2


SILVERCREST METALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEAR ENDED DECEMBER 31, 2019

TSX: SIL | NYSE American: SILV

The Company’s forward-looking statements are based on beliefs, expectations and opinions of management on the date the statements are made. The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made. The Company undertakes no obligation to update or revise any forward-looking statements included in this MD&A if these beliefs, expectations and opinions or other circumstances should change, except as otherwise required by applicable law.

QUALIFIED PERSON

Technical information contained in this MD&A has been prepared by or under the supervision of N. Eric Fier, CPG, P.Eng, and Chief Executive Officer of the Company, who is a ‘Qualified Person’ for the purpose of National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).

CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF MINERAL RESOURCES

This MD&A has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. The terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under the United States Securities and Exchange Commission (“SEC”) Industry Guide 7 under the United States Securities Act of 1933, as amended, and historically have not been permitted to be used in reports and registration statements filed with the SEC pursuant to Industry Guide 7. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration. Under Canadian rules, estimates of inferred mineral resources may not be converted to mineral reserves; they may be included in feasibility or pre-feasibility studies but are normally treated as waste. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, SEC Industry Guide 7 historically only permitted issuers to report mineralization that does not constitute “reserves” as in-place tonnage and grade without reference to unit measures.

Accordingly, information contained in this MD&A contain descriptions of our mineral deposits that may not be comparable to similar information made public by U.S. companies who prepare their disclosure in accordance with SEC Industry Guide 7.

3


SILVERCREST METALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEAR ENDED DECEMBER 31, 2019

TSX: SIL | NYSE American: SILV


SILVERCREST METALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEAR ENDED DECEMBER 31, 2019

TSX: SIL | NYSE American: SILV


1.      DESCRIPTION OF BUSINESS

SilverCrest is a Canadian precious metals exploration company headquartered in Vancouver, BC, that is focused on new discoveries, value- added acquisitions, and targeting production in Mexico’s historic precious metal districts. The Company’s ongoing initiative is to increase its asset base by acquiring and developing substantial precious metal resources, and ultimately operating silver/gold mines in the Americas.

At December 31, 2019, the Company had a total of four Mexican exploration properties: Las Chispas, Cruz de Mayo, Angel de Plata, and Estacion Llano. The Company’s current focus is the Las Chispas Property (or the “Property”), which is located approximately 180 kilometres northeast of Hermosillo, Sonora, Mexico. The Property is in a prolific mining area with nearby precious metal producers and consists of 28 concessions totaling approximately 1,400 hectares. The Company has now identified 42 epithermal veins (increased from 36 veins as previously disclosed) on the Property. Only 10 of these 42 veins were included in the preliminary economic assessment described below. It is anticipated that between 13 to 18 of the 42 veins will be incorporated into the reserve estimation, with additional veins to be recorded in the Company’s resource, for the feasibility study scheduled for completion during H2, 2020, subject to resolution of the COVID-19 pandemic.

The 42 veins identified on the Property are low to intermediate sulfidation epithermal veins ranging from 0.5 to 11 metres wide. Veins consist of quartz with calcite veining, stockwork, and or breccia. The in-situ precious metal value within the discovered veins to date is approximately 50/50 silver and gold and contains minor base metals. High-grade areas or zones in a vein are controlled by structures, bedding contacts, proximity to intrusive dykes, and geochemical characteristics. A majority of the defined veins are exposed at the surface with many having historic shallow workings. High-grade discoveries are being made on faulted extensions of unmined veins and down plunge high-grade extensions away from historic workings. To the Company’s knowledge, all discoveries to date had not been drill-tested until SilverCrest initiated its program in 2016.

Details of the Company’s other properties are available in the AIF and on the Company’s website, www.silvercrestmetals.com.

2.    HIGHLIGHTS

During 2019, the Company incurred an additional $50.3 million of expenses on the Las Chispas Project, for total project-to-date expenditures of $76.7 million as of December 31, 2019. The Company’s key events and highlights from 2019 and from January 1, 2020 to the date of this MD&A, include the following:

Las Chispas Project Exploration Program

Preliminary Economic Assessment (“PEA”)

The Company filed a technical report entitled “Technical Report and Preliminary Economic Assessment for the Las Chispas Property, Sonora, Mexico”, effective May 15, 2019, as amended and dated July 19, 2019 (the “PEA”), available on SEDAR (www.sedar.com) or the Company’s website (www.silvercrestmetals.com). The Company cautions that the results of the PEA are preliminary in nature and include inferred mineral resources that are considered too speculative geologically to have economic consideration applied to them to be classified as mineral reserves. There is no certainty that the results of the PEA will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

The PEA is the first economic assessment of a potential underground mining operation and has taken into account the combined geological, mining, metallurgical, processing, and permitting considerations into a financial assessment. The work is based largely on exploration work completed by SilverCrest and is an early-stage snapshot of a conceptual mining operation which lacks the detailed investigations and engineering required to advance the project towards production. Conclusions drawn from this work provide an estimate for the time and work needed to move the Las Chispas Project from the current PEA level to a feasibility study level. As recommended in the PEA, the Company plans to complete a feasibility study with site work for approximately US$20.6 million, including US$9.0 million for 55,000 metres of expansion and infill drilling, US$3.0 million for 1,500 metres of development for the Area 51 decline and exploration and US$1.0 million for drifting along the vein. From the effective date of the PEA to February 29, 2020, the Company completed approximately 230,000 metres of drilling for an estimated $22.2 million, 3,700 metres of development together with other underground workings for $13.0 million, and $2.5 million related to other feasibility study work. Site work, which commenced mid-May 2019, includes metallurgical testing, geotechnical work and analysis, hydrogeology, trade-off mining studies, ongoing environmental baseline work, tailings characterization and additional survey work. The Company anticipates completing the feasibility study and site work by H2, 2020, if practicable and subject to the resolution of the COVID-19 pandemic.

5


SILVERCREST METALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEAR ENDED DECEMBER 31, 2019

TSX: SIL | NYSE American: SILV

Dollar amounts in this section (PEA) of the MD&A are USD. The PEA Base Case uses a 5% discount rate, metal prices of $16.68/oz silver (Ag) and $1,269/oz Gold (Au) (~3-year historical average) and Mexico Peso/US$ exchange rate of 20:1.

Highlights of the Base Case economic estimates used for the PEA are as follows:


Abbreviations and assumptions

Tonnes per day (“tpd”)

Life of mine (“LOM”)

Grams per tonne (“gpt”)

Dollar amount per tonne (“$/t”)

Ounces (“oz”)

All in sustaining costs (“AISC”)

Silver equivalent (“AgEq”)

Internal rate of return (“IRR”)


Las Chispas PEA Summary (Base Case)

Throughput (tpd)

1,250

Mine Life

8.5 years

Diluted Resource (Tonnes)

3,861,000

 

Average Diluted Silver Grade (gpt)

411.0

Average Diluted Gold Grade (gpt)

4.05

Average Diluted AgEq(1) Grade (gpt)

714

 

Contained Silver oz(3)

51,004,000

Contained Gold oz (3)

502,200

Contained AgEq oz(1)(3)

88,666,000

 

Silver Recovery

89.9%

Gold Recovery

94.4%

 

Payable Silver oz (LOM)

45,765,000

Payable Gold oz (LOM)

473,100

Total AgEq(1) oz

81,247,000

 

Average Annual Production (LOM)

 

-Silver oz

5,384,000

-Gold oz

55,700

-AgEq(1) oz

9,559,000

 

Average Annual Production (Years 1-4)

 

-Silver oz

7,575,000

-Gold oz

81,600

-AgEq(1) oz

13,694,000

 

Mining Cost ($/t) (2)

$50.91

Processing Cost ($/t)

$32.61

G&A Cost ($/t)

$15.14

Total Operating Cost ($/t)

$98.66

Initial Capital Cost ($ million)

$100.5

LOM Sustaining Capital Cost ($ million)

$50.3

 

LOM AISC ($/oz AgEq(1))

$7.52

Years 1-4 AISC ($/oz AgEq(1))

$4.89

 

After-Tax IRR

78%

NPV (5%, $ million)

$406.9

Undiscounted LOM net free cash flow ($ million)

$522.5

Payback period

9 months

(1) AgEq based on 75 (Ag):1 (Au), calculated using long-term silver and gold prices of $17 per ounce silver and $1,225 per ounce gold with average metallurgical recoveries of 90% silver and 95% gold.

(2) Includes expensed lateral development but excludes capitalized ramp and vertical development.

(3) Contained ounces for gold and silver are estimated to include 29% indicated resources and 71% inferred resources.

6


SILVERCREST METALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEAR ENDED DECEMBER 31, 2019

TSX: SIL | NYSE American: SILV

Exploration Drilling
The Company completed 189,000 metres of infill and expansion drilling during 2019 (142,000 metres infill and 47,000 metres expansion) and plans for 75,000 to 80,000 metres of infill and expansion drilling for H1, 2020 As of December 31, 2019, the Company had drilled a cumulative 1,132 holes for 302,000 metres since inception. In the first two months of 2020, the Company drilled 57,000 metres for a cumulative 1,351 holes for 359,000 metres from inception to February 29, 2020. Results from February 2019 to March 1, 2020 are expected to be presented in a sixth technical report, the feasibility study, anticipated in H2, 2020, subject to resolution of the COVID-19 pandemic.

From February 2019 (drilling cut-off date for the PEA), the Company announced further in-fill and expansion drill results, which included:

  • Discovery and expansion of the Babi Vista Vein (news releases dated June 27 and November 14, 2019 and March 9, 2020);
  • Discovery of Area 200 zone and additional drill results from the Babicanora Norte Vein (news release dated February 18, 2020);
  • Expansion of the Babi Sur Vein (news release dated January 20, 2020);
  • Newly defined Area 118 of the Las Chispas Vein (news release dated November 21, 2019); and
  • Discovery of new vein, La Blanquita Dos and expansion drill results for three veins; Giovanni, La Blanquita and Las Chispas, in the Las Chispas Area (October 9, 2019).

Other ongoing site work includes feasibility assessment work, vein drifting and stockpiling of the Babicanora Vein material (see below), an extensive metallurgical test program (see news release dated March 5, 2020), drilling a large diameter well for site water, and permitting for various additional work (see below).

During 2019, the Company incurred $50.3 million of expenses at Las Chispas (refer to “7. Financings – Use of Proceeds”), and a cumulative of $76.7 million since inception. Given the current global outbreak of COVID-19, the Company is currently re-assessing its 2020 budget for the Las Chispas property.

Underground work and stockpile

During 2019, the Company completed approximately 2,800 metres of underground development, including 650 metres of in-vein development, and stockpiled an estimated 23,500 tonnes of mineralized material. By the end of February 2020, cumulatively, the Company had completed approximately 3,700 metres of underground development, including 800 metres of in-vein development, and stockpiled approximately 29,000 tonnes of mineralized material.

The Company had originally anticipated to complete 5,400 metres of development in 2020, including in-vein drifting, and adding an additional 52,000 tonnes of mineralized material to its stockpile. This projection is now subject to change. With the finalization of the feasibility study, anticipated in H2, 2020 and subject to the resolution of the COVID-19 pandemic, the Company expects to update its development plans.

On October 16, 2019, the Company announced positive reconciliation results for the Babicanora Vein in the 180-metres of mined vein strike length compared to the grades assumed in the PEA. Please refer to the news release dated October 16, 2019 for additional detail.

Permits

On July 17, 2019, the Company received its operating permit (“MIA”) for Las Chispas for development, construction and operation of a 3,000 tpd (maximum capacity) underground mine, conventional processing plant and subsequent dry stack tailings. The Company’s plan is to design and build a 1,250 tpd plant, with an expandable capacity. The MIA is conditional on several standard requirements by the Secretaria de Medio Ambiente y Recuros Naturales (“SEMARNAT”) designed to protect and monitor the environment, use of best management practices with respect to the environment, which requirements must be completed before construction and for the life-of-mine. Work related to these requirements is underway.

On August 22, 2019, the Company received its general explosives permit for the operational storage and use of explosives at the Las Chispas Project. Previously, the Company held a temporary explosives permit for construction.

On December 19, 2019, the Company made a payment of $363,967 (MEX$5.3 million) towards the application for the change of use of soil (“CUS”) permit for Las Chispas required for above-ground works and construction such as conventional processing plant, offices, warehousing, water works and road access improvements. The Company anticipates to receive an official resolution from SEMARNAT in due course.

As outlined in the PEA, there are several standard permits and requirements necessary to start operations. Three of these permits, including the MIA (which is the most significant permit), have been obtained. The remaining construction and operating permits should be obtained over the next two years, some before anticipated construction, and the remainder subsequently. Please refer to the news release dated July 18, 2019 for additional detail.

Concessions

During 2019, the Company made the remaining option payments and exercised its option on five mining concessions at Las Chispas resulting in 100% ownership of these concessions.

 

7


SILVERCREST METALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEAR ENDED DECEMBER 31, 2019

TSX: SIL | NYSE American: SILV

Other Properties in Mexico

In late February 2018, the Company’s subsidiary, Minera La Llamarada, S.A. de C.V. (“Llamarada”), and Oro Gold de Mexico S.A. de C.V., a subsidiary of Marlin Gold Mining Ltd., entered into an assignment of mining concession agreement for the sale and purchase of 100% title of the Guadalupe Mining Concession. The price agreed upon by the parties was US$500,000 to be paid as follows: US$100,000 on signing of the agreement (received); US$100,000 no later than 12 months from the date of signing the agreement (received); and US$300,000 on February 28, 2020. During 2019, the Company agreed to discount the remaining amount to US$250,000 in exchange for an accelerated payment from the optionee. Accordingly, the Company received US$250,000 and the optionee exercised its option to earn 100% title to the property.

During 2019, the Company formally disposed of its interest in the Huasabas Property located in Sonora, Mexico. The cancellation process for this property began in 2018 and the Company recorded the minor impairment of this property during Q3, 2018.

During 2019, the Company delivered a notice of termination to the owner of the El Gueriguito mining concession, one of the two concessions that make up the Cruz de Mayo Property.

Corporate Update

During 2019, corporate highlights included the following:

  • In connection with Pierre Beaudoin being appointed Chief Operating Officer (“COO”) of SilverCrest effective November 13, 2018, the Company completed a January 2019 private placement with Mr. Beaudoin and his nominees of 100,000 units at $2.92 per unit for gross proceeds of $292,000. Each unit consisted of one common share of the Company and a half warrant, with each whole warrant being exercisable to purchase one common share of the Company at $4.03 per share until January 11, 2021. Net proceeds from this private placement were used for general working capital purposes.

  • The Company cancelled and returned to treasury 62,722 shares pursuant to a depositary agreement dated September 15, 2015 entered into between the Company and Computershare Trust Company of Canada (“Computershare”). Computershare was appointed to act as depositary for common shares of the Company to be distributed to former shareholders of SilverCrest Mines Inc. by a plan of arrangement agreement (“the Arrangement”) dated July 26, 2015. Any shares not distributed on or before October 1, 2018, the third anniversary of the date of completion of the Arrangement, were returned to the Company for cancellation.

  • On May 30, 2019, SilverCrest held its Annual General Meeting of Shareholders (“AGM”) in Vancouver, BC. Shareholders voted in favour of all items of business, including fixing the number of directors at six and the election of each of the director nominees: N. Eric Fier, Ross O. Glanville, Graham C. Thody, John H. Wright, Hannes P. Portmann and Ani Markova. In addition, shareholders approved the Company’s “rolling 10%” Stock Option Plan.

  • At the Board of Directors meeting following the AGM, the Board re-appointed Mr. Thody as Chairman of the Board; Mr. Fier as Chief Executive Office (“CEO”); Christopher Ritchie as President; Mr. Beaudoin as COO, Anne Yong as Chief Financial Officer (“CFO”); Nicholas Campbell as Executive Vice President, Business Development, S. Rosy Fier as Vice President, Exploration and Technical Services (“VP, Exploration”) and Bernard Poznanski as Corporate Secretary.

  • On July 17, 2019, SEMARNAT granted the Company approval of its Operating Permit for the development of its Las Chispas Project (see “2. Highlights - Las Chispas Project Exploration Program - Permits”).

  • On August 15, 2019, the Company completed a short-form prospectus offering of 4,326,300 common shares at a price of $5.85 per common share for gross proceeds of $25.3 million. The Company incurred $1.6 million of related capital stock issue costs.

  • On August 16, 2019, the Company completed a private placement with SSR Mining Inc. (“SSR Mining”) of 780,000 common shares at a price of $5.85 per common share for gross proceeds of $4.6 million. SSR Mining exercised its right to maintain its pro rata ownership interest of up to 9.9% of the outstanding common shares of the Company pursuant to an agreement between the Company and SSR Mining dated November 28, 2018. The Company incurred $54,923 of related capital stock issue costs.

  • On August 29, 2019, the Company began trading on the Toronto Stock Exchange (“TSX”) following its graduation from the TSX Venture Exchange.

  • On December 18, 2019, the Company completed a short-form prospectus offering of 12,650,000 common shares at a price of $7.28 per common share for gross proceeds of $92.1 million. The Company incurred $5.3 million of related capital stock issuance costs.

  • During 2019, the Board of Directors approved a cash-settled Deferred Share Unit (“DSU”) plan. Each DSU entitles the holder to receive cash equal to the current market value of the equivalent number of common shares of the Company. DSUs vest immediately and become payable upon the retirement of the holder. On December 19, 2019, the Company issued 27,500 DSUs to independent directors of the Company.

8


SILVERCREST METALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEAR ENDED DECEMBER 31, 2019

TSX: SIL | NYSE American: SILV


  • During 2019, the Company granted 1,976,250 stock options to directors, officers, employees and consultants of the Company. The stock options had exercise prices ranging from $4.54 to $8.24 and expiry dates 5 years from date of grant. Stock options granted prior to November 2019 vest over a one-year period, with 25% vesting after each of three months, six months, nine months and twelve months after the grant date, respectively. The stock options granted in December 2019 vest over a three-year period, with 33% vesting after each of one year, two years and three years after the grant date, respectively.

  • The Company issued a total of 3,959,804 common shares at prices ranging from $1.45 to $2.29 per common share for gross proceeds of $5.9 million upon the exercise of warrants. The Company also issued 795,000 common shares at prices ranging from $0.16 to $3.24 per common share for gross proceeds of $1.1 million upon the exercise of stock options.

Subsequent events

Corporate developments after December 31, 2019 include:

  • The Company’s business could be adversely affected by the effects of the recent outbreak of respiratory illness caused by COVID‑19. Since early March 2020, several significant measures have been implemented in Canada, Mexico and the rest of the world by authorities in response to the increased impact from COVID-19. The Company cannot accurately predict the impact COVID‑19 will have on the ability of third parties to meet their obligations with the Company, including due to uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In particular, the continued spread of the COVID-19 globally could materially and adversely impact the Company’s business including without limitation, employee health, limitations on travel, the availability of industry experts and personnel, restrictions on planned drill programs and other factors that depend on future developments beyond the Company’s control. In addition, the significant outbreak of a contagious disease has resulted in a widespread health crisis that has adversely affected the economies and financial markets of many countries (including Canada and Mexico), resulting in a potential economic downturn that may negatively impact the Company’s financial position, financial performance, cash flows, and its ability to raise capital, in 2020. The Company continues to operate its business and move its Las Chispas property forward at this time. While the impact of COVID-19 is expected to be temporary, the current circumstances are dynamic and the impact of COVID-19 on the Company’s exploration activities, including the duration and impact on its planned feasibility study, cannot be reasonably estimated at this time.
  • On January 10, 2020, completion of a private placement with SSR Mining of 1,819,074 common shares at a price of $7.28 per common share for gross proceeds of $13.2 million.

  • Issuance of 874,500 common shares at prices ranging from $0.16 to $4.54 per share for gross proceeds of $740,610 upon the exercise of stock options.

  • On March 11, 2020, the Company entered into an agreement with National Bank Financial (“NBF”) on behalf of a syndicate of underwriters for a prospectus offering, pursuant to which the underwriters agreed to purchase, on a bought-deal basis, 9,100,000 common shares of the Company at a price of $8.25 per common share for aggregate gross proceeds to the Company of $75.1 million. On March 17, 2020, NBF, on behalf of the syndicate of underwriters, served notice on the Company purporting to terminate their obligations under the agreement on the basis of the COVID-19 pandemic and its adverse effect on financial markets. The Company’s position is that the underwriters had no basis for terminating the agreement and intends to pursue its legal remedies against NBF for breach of its obligations under the agreement.

3.    SELECTED ANNUAL FINANCIAL INFORMATION

During 2019, the Company voluntarily adopted a new accounting policy change retrospectively in which exploration and evaluation expenditures, other than acquisition costs, are expensed as incurred rather than being recorded as exploration and evaluation assets. Please refer to note 3 of the audited consolidated financial statements for the year ended December 31, 2019. As such, certain prior period figures contained in this MD&A have been restated under this retrospective accounting policy change.

The following table sets out selected annual financial information derived from the Company’s audited annual financial statements for each of the three most recently completed financial years of the Company:

    2019     2018     2017  
          Restated     Restated  
Loss and comprehensive loss for the year $ (59,268,859 ) $ (19,825,314 ) $ (14,063,486 )
Loss per share - basic and diluted $ (0.67 ) $ (0.28 ) $ (0.28 )
Total assets $ 128,024,585   $ 55,013,676   $ 14,518,937  

*Please see “4. Summary of Quarterly Results”, below, for a reconciliation of restated amounts.

In 2019, the Company focused on its exploration program at Las Chispas, drilling over 189,000 metres (2018 – 71,000 metres, 2017 – 32,000 metres), completing underground work of 2,818 metres (2018 – Nil metres, 2017 – Nil metres), and incurring $51.2 million (2018 – $18.3 million, 2017 – $9.8 million) of direct costs, the majority of which were expensed as exploration and evaluation expenditures on the consolidated statement of comprehensive loss, with the remaining portion of acquisition costs being recorded  capitalized as exploration and evaluation assets on the consolidated statement of financial position. In 2019, the increase in total assets was attributable to the completion of a short form prospectus offering in December 2019 for total net proceeds of $86.8 million. In 2018, the increase in total assets was attributable to the completion of a private placement financing of $30.7 million with SSR Mining Inc. in December 2018.

9


SILVERCREST METALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEAR ENDED DECEMBER 31, 2019

TSX: SIL | NYSE American: SILV

4.   SUMMARY OF QUARTERLY RESULTS

The following table sets out information, derived from the Company’s unaudited condensed consolidated interim financial statements, for each of the eight most recently completed financial quarters:

    Q4     Q3     Q2     Q1     Q4     Q3     Q2     Q1  
    Dec 31,     Sep 30,     Jun 30,     Mar 31,     Dec 31,     Sep 30,     Jun 30,     Mar 31,  
    2019     2019     2019     2019     2018     2018     2018     2018  
          Restated     Restated     Restated     Restated     Restated     Restated     Restated  
Comprehensive loss for the period   (20,865,233 )   (14,866,541 )   (14,063,488 )   (9,473,597 )   (5,522,035 )   (5,258,146 )   (4,852,961 )   (4,192,172 )
Loss per share - basic and diluted   (0.23 )   (0.17 )   (0.16 )   (0.11 )   (0.07 )   (0.07 )   (0.07 )   (0.07 )

Comprehensive losses in 2019 included exploration and evaluation expenditures at the Las Chispas project, which increased significantly due to a greater number of drill rigs operating, the commencement of underground work, and costs relating to technical studies such as the PEA and planned feasibility study. In addition, during and after Q2, 2019, comprehensive losses included significant share-based compensation expenses recorded on the vesting of stock options and the added costs associated with the Company graduation to the TSX in August 2019. The increase in comprehensive loss in Q1, 2019 was a result of foreign exchange loss and share-based compensation on the vesting of stock options. The overall increase in comprehensive loss for Q3, 2018 was primarily the result of the added costs associated with the Company’s NYSE American listing in August 2018 and impairment of four of the Company’s non-core mineral properties in September 2018.

The Company’s change in accounting policy impacted the unaudited condensed consolidated interim financial statements for Q1, Q2, and Q3, 2019. The reconciliation of the balances, as previously reported, to the restated amounts, is presented below by extracting the relevant financial statement elements from those quarters.

Three months ended March 31, 2019:

Consolidated statement of financial position as at March 31, 2019

                As restated under  
    As previously     Effect of change in     new accounting  
    reported     accounting policy     policy  
Non-current assets                  
Exploration and evaluation assets $ 37,930,916   $ (32,869,090 ) $ 5,061,826  
                   
Shareholders' equity                  
Deficit $ (15,995,078 ) $ (32,869,090 ) $ (48,864,168 )

Consolidated statement of loss and comprehensive loss for the three months ended March 31, 2019

                As restated under  
    As previously     Effect of change in     new accounting  
    reported     accounting policy     policy  
Exploration and evaluation expenditures $ -   $ 6,441,702   $ 6,441,702  
                   
Loss and comprehensive loss for the period $ (3,031,895 ) $ (6,441,702 ) $ (9,473,597 )
                   
Basic and diluted comprehensive loss per common share $ (0.04 )       $ (0.11 )

10


SILVERCREST METALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEAR ENDED DECEMBER 31, 2019

TSX: SIL | NYSE American: SILV

Consolidated statement of cash flows for the three months ended March 31, 2019

                As restated under  
    As previously     Effect of change in     new accounting  
    reported     accounting policy     policy  
Cash flows from operating activities                  
Loss and comprehensive loss for the period $ (3,031,895 ) $ (6,441,702 ) $ (9,473,597 )
Items not affecting cash:                  
Depreciation   36,865     18,851     55,716  
Share-based compensation   1,234,024     538,130     1,772,154  
                   
Accounts payable and accrued liabilities   143,492     1,015,495     1,158,987  
                   
Net cash used in operating activities   (2,265,693 )   (4,869,226 )   (7,134,919 )
                   
Cash flows from investing activities                  
Exploration and evaluation assets   (4,875,381 )   4,869,226     (6,155 )
                   
Net cash used in investing activities   (5,328,991 )   4,869,226     (459,765 )
                   
Change in cash and cash equivalents, during the period $ (6,867,038 ) $ -   $ (6,867,038 )

Three and six months ended June 30, 2019:

Consolidated statement of financial position as at June 30, 2019

                As restated under  
    As previously     Effect of change in     new accounting  
    reported     accounting policy     policy  
Non-current assets                  
Exploration and evaluation assets $ 50,351,624   $ (45,045,918 ) $ 5,305,706  
                   
Shareholders' equity                  
Deficit $ (17,881,738 ) $ (45,045,918 ) $ (62,927,656 )

Consolidated statement of loss and comprehensive loss for the three months ended June 30, 2019

                As restated under  
    As previously     Effect of change in     new accounting  
    reported     accounting policy     policy  
                   
Exploration and evaluation expenditures $ -   $ 12,176,828   $ 12,176,828  
                   
Loss and comprehensive loss for the period $ (1,886,660 ) $ (12,176,828 ) $ (14,063,488 )
                   
Basic and diluted comprehensive loss per common share $ (0.02 )       $ (0.16 )

11


SILVERCREST METALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEAR ENDED DECEMBER 31, 2019

TSX: SIL | NYSE American: SILV

Consolidated statement of loss and comprehensive loss for the six months ended June 30, 2019

                As restated under  
    As previously     Effect of change in     new accounting  
    reported     accounting policy     policy  
                   
Exploration and evaluation expenditures $ -   $ 18,618,530   $ 18,618,530  
                   
Loss and comprehensive loss for the period $ (4,918,555 ) $ (18,618,530 ) $ (23,537,085 )
                   
Basic and diluted comprehensive loss per common share $ (0.06 )       $ (0.28 )

Consolidated statement of cash flows for the six months ended June 30, 2019

                As restated under  
    As previously     Effect of change in     new accounting  
    reported     accounting policy     policy  
                   
Cash flows from operating activities                  
Loss and comprehensive loss for the period $ (4,918,555 ) $ (18,618,530 ) $ (23,537,085 )
Items not affecting cash:                  
Depreciation   76,000     44,288     120,288  
Share-based compensation   1,964,510     802,698     2,767,208  
                   
Accounts payable and accrued liabilities   170,454     3,534,634     3,705,088  
                   
Net cash used in operating activities   (4,925,993 )   (14,236,910 )   (19,162,903 )
                   
Cash flows from investing activities                  
Exploration and evaluation assets   (14,486,945 )   14,236,910     (250,035 )
                   
Net cash used in investing activities   (14,566,695 )   14,236,910     (329,785 )
                   
Change in cash and cash equivalents, during the period $ (18,319,290 ) $ -   $ (18,319,290 )

Three and nine months ended September 30, 2019:

Consolidated statement of financial position as at September 30, 2019

                As restated under  
    As previously     Effect of change in     new accounting  
    reported     accounting policy     policy  
                   
Non-current assets                  
Exploration and evaluation assets $ 62,924,543   $ (57,496,834 ) $ 5,427,709  
                   
Shareholders' equity                  
Deficit $ (20,279,018 ) $ (57,496,834 ) $ (77,775,852 )

12


SILVERCREST METALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEAR ENDED DECEMBER 31, 2019

TSX: SIL | NYSE American: SILV

Consolidated statement of loss and comprehensive loss for the three months ended September 30, 2019

                As restated under  
    As previously     Effect of change in     new accounting  
    reported     accounting policy     policy  
                   
Exploration and evaluation expenditures $ -   $ 12,469,261   $ 12,469,261  
                   
Loss and comprehensive loss for the period $ (2,397,280 ) $ (12,469,261 ) $ (14,866,541 )
                   
Basic and diluted comprehensive loss per common share $ (0.03 )       $ (0.17 )

Consolidated statement of loss and comprehensive loss for the nine months ended September 30, 2019


                As restated under  
    As previously     Effect of change in     new accounting  
    reported     accounting policy     policy  
                   
Exploration and evaluation expenditures $ -   $ 31,087,791   $ 31,087,791  
                   
Loss and comprehensive loss for the period $ (7,315,835 ) $ (31,087,791 ) $ (38,403,626 )
                   
Basic and diluted comprehensive loss per common share $ (0.08 )       $ (0.44 )

Consolidated statement of cash flows for the nine months ended September 30, 2019


                As restated under  
    As previously     Effect of change in     new accounting  
    reported     accounting policy     policy  
                   
Cash flows from operating activities                  
Loss and comprehensive loss for the period $ (7,315,835 ) $ (31,087,791 ) $ (38,403,626 )
Items not affecting cash:                  
Depreciation   115,954     71,850     187,804  
Share-based compensation   3,071,207     1,103,740     4,174,947  
                   
Accounts payable and accrued liabilities   (126,771 )   5,886,194     5,759,423  
                   
Net cash used in operating activities   (7,923,708 )   (24,026,007 )   (31,949,715 )
                   
Cash flows from investing activities                  
Exploration and evaluation assets   (24,656,534 )   24,026,007     (630,527 )
                   
Net cash used in investing activities   (14,566,695 )   24,026,007     9,459,312  
                   
Change in cash and cash equivalents, during the period $ (18,319,290 ) $ -   $ (18,319,290 )

13


SILVERCREST METALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEAR ENDED DECEMBER 31, 2019

TSX: SIL | NYSE American: SILV

5.     RESULTS OF OPERATIONS AND FINANCIAL CONDITION

During the three months and year ended December 31, 2019, comprehensive losses were $20,865,233 and $59,268,859, respectively, compared to $5,522,035 and $19,825,314 for the three and year ended December 31, 2018. The significant variations between these periods included the following:

 

Three Months Ending 

 

Year Ending

 

 

 

December 31,

 

December 31, 

 

 

 

2019

2018

Variance

2019

2018

Variance

 

Variance Explanation

Exploration and evaluation expenditures

19,194,824

4,508,770

14,686,054

 

50,282,615

14,403,711

35,878,904

 

Increased exploration and evaluation activity at the Las Chispas project during 2019 including additional drill rigs and beginning of the decline construction.

Foreign exchange loss (gain)

101,203

(545,097)

646,300

 

1,368,635

(912,045)

2,280,680

 

Changes in the value of the Canadian dollar compared to the US dollar and Mexican peso since Q1, 2018. As at December 31, 2019, the Company is primarily exposed to foreign currency risks through holding US dollar cash and cash equivalents of $14.5 million (2018 – $32.4 million) and Mexican peso cash and cash equivalents of $432,952 (2018 – $345,809), both presented in Canadian dollar equivalents.

Share-based compensation

704,163

490,974

213,189

 

3,775,370

2,544,834

1,230,536

 

Greater fair value of options vesting in 2019 primarily due to 7.6 million stock options being granted in 2019. During 2018, the Company granted 4.8 million stock options.

Interest income

(253,925)

(157,361)

(96,564)

 

(1,007,521)

(335,164)

(672,357)

 

Held a greater amount of interest-bearing cash and cash equivalents. Interest rates also increased from the prior year.

Marketing

193,351

153,045

40,306

 

913,792

680,176

233,616

 

Increased travel activities to have personnel attend trade and road shows in North America and Europe. In addition the Company held more investor and analyst site tours during 2019.

General and administration

188,057

203,077

(15,020)

 

889,632

702,389

187,243

 

Obtained increased insurance coverage and increased regulatory costs related to listing on the NYSE American exchange during Q3, 2018.

(Recovery of) general exploration expenditures

(11,953)

131,157

(143,110)

 

229,536

139,659

89,877

 

One-time recovery of certain costs during 2019. In addition, subsequent to the impairment of the Company’s four non-material properties in Q3, 2018, some costs related to these properties (such as concession taxes) were expensed during Q4, 2018.

Remuneration

616,441

728,586

(112,145)

 

1,626,721

1,466,109

160,612

 

Higher head-count compared to 2018 and due to increased compensation packages as a result of performance reviews in Q4, 2018. Certain costs were reclassified from remuneration to exploration and evaluation expenditures during Q4, 2019.

Depreciation

40,036

1,429

38,607

 

155,990

3,971

152,019

 

Recognition of a right of use asset on January 1, 2019 upon initial adoption of an accounting policy in regards to leases.

Professional fees

(145,770)

87,298

(233,068)

 

412,842

315,049

97,793

 

Increased legal services in both Canada and Mexico, as well as increased overall legal and accounting services to assist with ongoing continuous disclosure filings. Professional fees of $299,591 were reclassified from professional fees to exploration and evaluation expenditures during Q4, 2019.

Management and director fees

93,815

270,104

(176,289)

 

478,870

500,289

(21,419)

 

Increased management fees to key management personnel for performance and increased compensation packages for its directors. However, management fees of $298,416 were reclassified to exploration and evaluation expenditures during Q4, 2019.

14


SILVERCREST METALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEAR ENDED DECEMBER 31, 2019

TSX: SIL | NYSE American: SILV

During 2019 and 2018, exploration and evaluation expenditures were $50,282,615 and $14,403,711, respectively. The significant variations between these years included the following:

Exploration and evaluation   Expenditures     Expenditures          
expenditures   during 2019     during 2018     Variance   Explanation of variance
Assays $ 2,842,241   $ 1,422,284   $ 1,419,957   As the Company drilled significantly more exploration holes during 2019, a much larger number of core samples were sent for assaying.
Decline construction and underground workings   11,355,564     -     11,355,564   The Company completed the construction of an exploration decline during 2019, began to drift along the vein, and built related underground infrastructure.
Drilling   24,024,913     10,044,369     13,980,544   During 2019, the Company greatly increased the number of drill rigs active at site to ensure a sufficient number of in-fill drill holes were completed to target the conversion of inferred to measured and indicated resources. A large number of expansion holes were also drilled bringing the total number of metres completed to 189,000 (2018 - 71,000 metres).
Field and administrative costs   2,666,820     636,955     2,029,865   Given the large increase in activity at Las Chispas during 2019, there was an increase in associated administrative costs as well as an increase in the amount of supplies and other consumeables used at site.
Metallurgy   588,269     -     588,269   In relation to the preparation of the PEA and Feasibility Study, the Company undertook significant metallurgical test work during 2019.
Salaries and remuneration   3,465,149     1,344,513     2,120,636   Due to the significant increase in activity at Las Chispas, the Company underwent a large workforce ramp-up during 2019.
Share-based compensation   2,358,262     437,021     1,921,241   A greater portion of share-based compensation was allocated to exploration and evaluation expenditures during 2019 as more personnel were engaged in work on the project.
Technical consulting services and studies   2,440,061     393,109     2,046,952   During 2019, the Company completed the PEA and began work on the Feasibilty Study. As a result, it engaged a number of technical consultants
Travel and lodging   416,209     70,698     345,511   There was a significant increase in the number of personnel, consultants, and others travelling to the project during 2019.
TOTAL $ 50,282,615   $ 14,403,711   $ 35,878,904    

15

SILVERCREST METALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEAR ENDED DECEMBER 31, 2019

TSX: SIL | NYSE American: SILV

6.    LIQUIDITY AND CAPITAL RESOURCES OUTLOOK

The Company has financed its operations to date through the issuance of common shares. The Company currently has no operations from which to derive revenues.

Assets

At December 31, 2019, the Company held $110.4 million (2018 – $44.0 million) as cash and cash equivalents. The significant factors for the increase in cash and cash equivalents from December 31, 2018 to December 31, 2019 include:

  • $54.2 million (2018 – $19.0 million) used in operating activities (see “5. Results of Operations and Financial Condition”); and

  • $122.4 million (2018 – $56.2 million) generated by financing activities, primarily from the completion of the two short-form prospectus offerings and the exercise of options and warrants. See “2. Highlights – Corporate Update”;

The amounts receivable balance of $617,873 (2018 – $170,574) as of December 31, 2019, consisted primarily of $36,428 (2018 – $79,105) due from Goldsource Mines Inc. (“Goldsource”, see “9. Related Party Transactions”), interest receivable of $216,504 (2018 – $46,886), and $341,294 (2018 – $40,499) due from related parties.

Taxes receivable increased to $8.0 million (2018 – $3.9 million) as of December 31, 2019, which consisted of value added taxes (“IVA”) in Mexico of $7.9 million (2018 – $3.9 million) and goods and services taxes in Canada of $101,972 (2018 – $36,519) that the Company has paid and is due to be refunded. The Company believes the balance is fully recoverable and has not provided an allowance. As the Company is uncertain of the timing of the recovery of IVA, it has recorded the majority of the receivable as non-current.

Property and equipment increased to $2.8 million (2018 – $1.3 million) primarily due to the construction of buildings and the purchase of equipment and vehicles for use at Las Chispas and the recognition of a Right of Use Asset cost of $645,052 related to the adoption of IFRS 16.

Exploration and evaluation assets increased to $5.5 million (2018 – $5.2 million) as of December 31, 2019, due to acquisitions costs during 2019 which were partially offset by the recovery of funds received related to the Guadalupe property (see “2. Highlights – Other Properties in Mexico”).

Liabilities

As at December 31, 2019, accounts payable and accrued liabilities amounted to $5.0 million (2018 – $1.5 million), which relates to various contractual commitments in the normal course of business. In addition, due to the adoption of IFRS 16 effective January 1, 2019, lease liabilities amounted to $532,348 as at December 31, 2019.

Liquidity outlook and risks

While the Company currently has no source of revenue, management believes its cash and cash equivalents of $110.4 million (as of December 31, 2019), will be sufficient to fund its minimum exploration activities and general working capital for the next 12 months. At February 29, 2020, the Company had cash and cash equivalents of $116.2 million, of which $94.1 million (US$70.0 million) was in U.S. dollars. The Company’s financial success is dependent on its ability to discover economically viable mineral deposits. To advance beyond the currently planned underground and surface exploration programs at Las Chispas, the Company will require additional financing, which is subject to several factors, many of which are beyond the Company’s control. There is no assurance that future equity capital will be available to the Company in the amounts or at the times desired by the Company or on terms that are acceptable to it, if at all. In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets which are revised periodically based on the results of its exploration programs, availability of financing, and industry conditions.

Commitments
The Company leases its head office under a non- cancellable lease expiring within five years. On renewal, the terms of the lease are renegotiated. The Company also leases equipment and has one other lease which is considered a low value lease and as such is included in the consolidated statement of comprehensive loss and not the consolidated statement of financial position. Commitments for minimum lease payments in relation to non-cancellable leases are payable as follows:

Lease liabilities   December 31, 2019  
Lease liabilities $ 532,348  
Less: current portion   (175,620 )
Long-term portion $ 356,728  

16


SILVERCREST METALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEAR ENDED DECEMBER 31, 2019

TSX: SIL | NYSE American: SILV


Undiscounted lease payments   December 31, 2019  
Not later than 1 year $ 189,050  
Later than 1 year and not later than 5 years   437,249  
  $ 626,299  

7.     FINANCINGS & USE OF PROCEEDS

December 7, 2018 Financing

On December 7, 2018, the Company completed a private placement with SSR Mining for gross proceeds of $30.7 million ($30.4 million net proceeds). During 2019, the Company fully used these funds as part of the $50.6 million of expenditures at Las Chispas (see “2. Highlights – Las Chispas Project Exploration Program – Exploration Drilling”).

August 2019 Financings

On August 15, 2019, the Company completed a short-form prospectus offering of 4,326,300 common shares at a price of $5.85 per common share for gross proceeds of $25.3 million ($23.7 million net proceeds).

The following table compares the estimated and actual use of net proceeds from the August 2019 Prospectus Offering (other than working capital) to February 29, 2020:

                Actual and accrued     Actual and accrued  
                expenditures to     expenditures to  
Description of expenditure   Estimated cost      Estimated cost     February 29, 2020     February 29, 2020  
    (Cdn.$)(1)     (U.S.$)     (Cdn.$)(2)     (U.S.$)  
Feasibility study   4,638,550     3,500,000     1,526,519     1,157,067  
In‑fill and expansion drilling   5,301,200     4,000,000     5,277,200     4,000,000  
Underground exploration and development   5,963,850     4,500,000     5,936,850     4,500,000  
Permitting and water rights   1,325,300     1,000,000     405,059     307,026  

(1) Based on the exchange rate of U.S.$1.00 = $1.3253 as at August 6, 2019 used in the prospectus for the August 2019 Prospectus Offering.

(2) Expenditures were made or accrued in U.S. dollars. Based on the exchange rate of U.S.$1.00 = $1.3193, the average rate from October 1, 2019 to February 29, 2020.

On August 16, 2019, the Company completed a private placement with SSR Mining of 780,000 common shares at a price of $5.85 per common share for gross proceeds of $4.6 million ($4.5 million net proceeds). SSR Mining exercised its right to maintain its pro rata ownership interest of up to 9.9% of the outstanding common shares of the Company pursuant to an agreement between the Company and SSR Mining dated November 28, 2018. The Company intends to use these proceeds for general working capital.

December 18, 2019 Financing

On December 18, 2019, the Company completed a short form prospectus offering for gross proceeds of $92.0 million ($86.8 million net proceeds).

The following table compares the estimated and actual use of net proceeds from the December 2019 Prospectus Offering (other than working capital) to February 29, 2020:

                Actual and accrued     Actual and accrued  
                expenditures to     expenditures to  
Description of expenditure   Estimated cost     Estimated cost     February 29, 2020     February 29, 2020  
    (Cdn.$)(1)     (U.S.$)     (Cdn.$)(2)     (U.S.$)  
For Las Chispas Property                        
Exploration infill and expansion drilling   30,000,000     22,671,000     5,029,496     3,812,246  
Underground exploration and development   30,000,000     22,671,000     1,670,374     1,266,106  
Surface infrastructure, permitting and development work   3,000,000     2,267,100     847,149     642,120  
Road construction and access   1,000,000     755,700     -     -  
Geophysics, environmental and sustainability   1,000,000     755,700     -     -  
Prospective local property acquisitions and related exploration work   4,000,000     3,022,800     -     -  

(1) Based on the exchange rate of U.S.$1.00 = $1.3233 as at December 10, 2019 used in the prospectus for the December 2019 Prospectus Offering.

(2) Expenditures were made or accrued in U.S. dollars. Based on the exchange rate of U.S.$1.00 = $1.3193, the average rate from October 1, 2019 to February 29, 2020.

17


SILVERCREST METALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEAR ENDED DECEMBER 31, 2019

TSX: SIL | NYSE American: SILV

8.    FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company’s financial instruments consist of cash and cash equivalents, amounts receivable, accounts payable and accrued liabilities, and lease liability. The carrying value of amounts receivable and accounts payable and accrued liabilities (except as noted) approximate their fair values due to the short periods until settlement. The Company’s accounts payable and accrued liabilities (related to DSUs) are measured using level 1 inputs. The Company is exposed to various financial instrument risks and assesses the impact and likelihood of this exposure. These risks include liquidity risk, foreign currency risk, credit risk, and interest rate risk. Please refer to note 11 of the audited consolidated financial statements. Where material, these risks are reviewed and monitored by the Board of Directors.

9.    RELATED PARTY TRANSACTIONS

Professional fees

During 2019, the Company paid or accrued professional fees of $165,970 (2018 – $79,804) and capital stock issuance costs of $313,193 (2018 – $259,081), to Koffman Kalef LLP, a law firm of which the Company’s Corporate Secretary is a partner. As of December 31, 2019, $128,821 (2018 – $105,375) was payable to Koffman Kalef LLP.

Key management compensation

The Company’s key management personnel have authority and responsibility for planning, directing, and controlling the activities of the Company and include the Company’s CEO, President, CFO, COO, and directors. Key management personnel compensation is summarized as follows:

    2019     2018  
Management fees(1) $ 585,916   $ 431,250  
Management remuneration(2)   1,157,801     612,880  
Director fees   173,370     69,039  
Share-based compensation(3), (4)   4,785,651     2,471,541  
  $ 6,702,738   $ 3,584,710  

(1) Total management fees of $585,916 were paid to Maverick Mining Consultants Ltd., a company controlled by the CEO, of which $298,416 (2018 – $Nil) was recorded as exploration and evaluation expenditures.

(2) Remuneration and short-term benefits were paid to the President, CFO, and COO, of which $432,845 (2018 – $32,190) was recorded as exploration and evaluation expenditures.

(3) Share-based compensation is the vested portion of the fair value at grant date of stock options awarded to all directors and officers of the Company.

(4) During 2019, the Company recorded share-based compensation of $2,511,804 (2018 – $912,550) for the vested portion of options granted to the CEO,CFO, COO, and the VP, Exploration, of which $1,647,417 (2018 – $138,803) was recorded as exploration and evaluation expenditures and $864,387 (2018 – $773,747) was expensed.

Other transactions

During 2019, the Company:

  • paid remuneration of $156,037 (2018 – $127,171) to Nathan Fier (an employee providing technical services and a son of the CEO), of which $151,006 (2018 – $81,799) was recorded as exploration and evaluation expenditures and $5,031 (2018 – $45,372) was expensed. The Company also recorded share-based compensation of $131,865 (2018 – $40,397) for the vested portion of stock options granted to this employee, of which $125,272 (2018 – $27,237) was recorded as exploration and evaluation expenditures and $6,593 (2018 – $13,160) was expensed;

  • paid remuneration of $20,609 (2018 – $Nil) to Emile Beaudoin (an employee providing technical services and son of the COO) which was recorded as exploration and evaluation expenditures; and

  • recorded loans receivable at December 31, 2019 of $341,294 (2018 – $40,499) due from officers of the Company. The loans accrue interest at a rate of 2% per annum and are due at December 31, 2020.

The Company has an allocation of costs agreement with Goldsource, a company related by directors and officers in common, whereby the Company shares salaries, administrative services, and other expenses. During 2019, the Company allocated to Goldsource $210,639 (2018 – $138,541) for its share of these expenses, of which $36,428 (2018 – $79,105) was receivable from Goldsource at December 31, 2019. Amounts allocated to Goldsource are due at the end of each fiscal quarter and accrue interest at a rate of 1% per month, if in arrears for greater than 30 days.

18


SILVERCREST METALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEAR ENDED DECEMBER 31, 2019

TSX: SIL | NYSE American: SILV

10.   OUTSTANDING SHARE CAPITAL

As of March 24, 2020, the Company had the following common shares, share purchase warrants and options issued and outstanding:

         

Issued & Outstanding Shares:

.

 

 

110,164,589

 

$ per share

 

Expiry

 

Warrants:

$4.03

 

Jan 11, 2021

50,000

Options:

$0.16 - $8.24

 

Jun 30, 2020 - Dec 19, 2024

7,859,250

Fully Diluted

 

 

 

118,073,839

11.   OFF-BALANCE SHEET ARRANGEMENTS

As at December 31, 2019, the Company had no off-balance sheet arrangements, such as guarantee contracts, contingent interest in assets transferred to an entity, derivative instrument obligations, or any obligations that trigger financing, liquidity, market, or credit risk to the Company.

12.   PROPOSED TRANSACTION

As at December 31, 2019, and the date hereof, the Company had no disclosable proposed transaction. It is the Company’s policy not to disclose transactions until they are fully executed.

13.   CHANGES IN ACCOUNTING POLICIES

During 2019, the Company voluntarily changed its accounting policy regarding exploration and evaluation expenditures. The Company also adopted IFRS 16 which occurred in Q1, 2019. Please refer to note 3 of the audited consolidated financial statements for information on these changes. See “4. Summary of Quarterly Results” for the impact on the Company’s Q1, Q2, and Q3, 2019 financial statements.

14.   RISK FACTORS

Besides the risks discussed elsewhere in this MD&A, the following are risks and uncertainties that have affected the Company’s financial statements or that may reasonably likely affect them in the future. See “Risk Factors” in the Company’s Annual Information Form for other risks affecting the Company generally.

Activities of the Company may be impacted by the spread of COVID-19.

The Company’s business could be significantly adversely affected by the effects of a widespread global outbreak of contagious disease, including the recent outbreak of respiratory illness caused by COVID‑19. The Company cannot accurately predict the impact COVID‑19 will have on third parties’ ability to meet their obligations with the Company, including due to uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In particular, the continued spread of the COVID-19 globally could materially and adversely impact the Company’s business including without limitation, employee health, limitations on travel, the availability of industry experts and personnel, restrictions to planned drill programs and other factors that will depend on future developments beyond the Company’s control. In addition, the significant outbreak of contagious disease in the human population has resulted in a widespread health crisis that has adversely affected the economies and financial markets of many countries (including those in which the Company operates), resulting in an economic downturn that could negatively impact the Company’s operating results and ability to raise capital.

The Company has a history of losses and may not be able to generate sufficient revenue to be profitable or to generate positive cash flow on a sustained basis.

The Company has no history of revenue or earnings from operations. The Company is an exploration stage company and no cash flow or operating revenues are anticipated until one of the Company’s projects comes into production, which may or may not occur. As such, the Company has had negative cash flow since the date of its incorporation and is subject to many risks common to such enterprises, including undercapitalization, cash shortages, limitations with respect to personnel, financial and other resources, and lack of revenues. The Company expects to continue to expend substantial financial and other resources on exploration and development of Las Chispas. These investments may not result in revenue or growth in the business. If the Company cannot eventually earn revenue at a rate that exceeds the costs associated with its business, it will not be able to achieve or sustain profitability or generate positive cash flow on a sustained basis and its revenue growth rate may decline. If the Company fails to eventually earn revenue, its business, results of operations, financial condition and prospects could be materially adversely affected.

19


SILVERCREST METALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEAR ENDED DECEMBER 31, 2019

TSX: SIL | NYSE American: SILV

The Company may be unable to raise the capital necessary for it to execute its strategy on favourable terms or at all.

The Company will require additional financing to advance beyond the currently planned surface and underground exploration programs at Las Chispas in order to develop Las Chispas and achieve commercial production. Additional funds may not be available when the Company needs them, on terms that are acceptable, or at all. If adequate funds are not available to the Company on a timely basis, it may be unable to proceed with future exploration and development of Las Chispas or with other exploration, development or acquisition of property interests to carry out its business plan, as desired, which could materially affect the Company’s business, results of operations, financial condition and prospects.

There is no assurance that the Company’s exploration and development programs and properties will result in the discovery, development or production of a commercially viable ore body or develop new resources.

The business of exploration for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. At this time, apart from the mineral resources on Las Chispas, the Company does not have any properties with mineral resources.

The economics of developing silver, gold and other mineral properties are affected by many factors including capital and operating costs, variations of the tonnage and grade of ore mined, fluctuating mineral markets, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. Depending on the prices of silver, gold or other minerals produced, the Company may determine that it is impractical to commence or continue commercial production. Substantial expenditures are required to discover an ore-body, to establish reserves, to identify the appropriate metallurgical processes to extract metal from ore, and to develop the mining and processing facilities and infrastructure. The marketability of any minerals acquired or discovered may be affected by numerous factors which are beyond the Company’s control and which cannot be accurately foreseen or predicted, such as market fluctuations, conditions for precious and base metals, the proximity and capacity of milling and smelting facilities, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting minerals, and environmental protection. In order to commence exploitation of certain properties presently held under exploration concessions, it is necessary for the Company to apply for an exploitation concession. There can be no guarantee that such a concession will be granted. Unsuccessful exploration or development programs could have a material adverse impact on the Company’s operations and profitability.

Mineral resources estimates are based on interpretations and assumptions that may not be accurate.

There are numerous uncertainties inherent in estimating quantities of mineral resources and grades of mineralization, including many factors beyond the Company’s control. In making determinations about whether to advance a project to development, mineral resources and grades of mineralization must be considered as estimates only. These estimates are imprecise and depend upon geological interpretation and statistical inferences drawn from drilling and sampling which may prove to be unreliable. Mineral resources or other mineralization estimates may not be accurate.

Any material changes in mineral resources estimates and grades of mineralization will affect the economic viability of placing a property into production and a property’s return on capital. Estimates of mineral resources have been determined and valued based on assumed future prices, cut-off grades and operating costs that may prove to be inaccurate. Extended declines in market prices for gold, silver and other precious metals may render portions of the Company’s resources uneconomic.

Development plans and cost estimates for Las Chispas may vary or not be achieved.

The Las Chispas Preliminary Economic Assessment includes estimates of future production, development plans, operating costs and capital costs and other economic and technical estimates for Las Chispas. These estimates are based on a variety of factors and assumptions and there is no assurance that such production plans, costs or other estimates will be achieved. Actual production, costs and financial returns may vary significantly from the estimates depending on a variety of factors, many of which are not within the Company’s control.

The Las Chispas Preliminary Economic Assessment is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. Consequently, there is no certainty that the results set out in the Las Chispas Preliminary Economic Assessment would be realized.

The Company may be involved in disputes related to its contractual interests in certain properties.

The Company is a party to agreements pursuant to which it may earn interests in certain properties. Title to such properties may be held in the names of parties other than the Company. Any of such properties may become the subject of an agreement which conflicts with the agreement pursuant to which the Company may earn its interest, in which case the Company may incur expenses in resolving any dispute relating to its interest in such property and such a dispute could result in the delay, indefinite postponement of further exploration and development of properties or the possible loss of such properties.

20


SILVERCREST METALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEAR ENDED DECEMBER 31, 2019

TSX: SIL | NYSE American: SILV


The Company’s operations are subject to extensive environmental, health and safety regulations.

The Company’s operations are subject to extensive laws and regulations governing environmental protection and employee health and safety promulgated by governments and government agencies. Environmental regulation provides for restrictions on, and the prohibition of, spills and the release and emission of various substances related to mining industry operations which could result in environmental pollution.

Environmental laws and regulations are complex and have become more stringent over time. The Company is required to obtain governmental permits and in some instances air, water quality, waste disposal, hazardous substances and mine reclamation permits. Although the Company makes provisions for reclamation costs, it cannot be assured that these provisions will be adequate to discharge the Company’s future obligations for these costs. Failure to comply with applicable environmental and health and safety laws may result in injunctions, damages, suspension or revocation of permits and imposition of penalties. Environmental regulation is evolving in a manner resulting in stricter standards and the enforcement of, and fines and penalties for, non-compliance are becoming more stringent. In addition, certain types of operations require environmental impact assessments. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees.

Climate change regulations may become more onerous over time as governments implement policies to further reduce carbon emissions, including the implementation of taxation regimes based on aggregate carbon emissions. Some of the costs associated with reducing emissions can be offset by increased energy efficiency and technological innovation. However, the cost of compliance with environmental regulation and changes in environmental regulation have the potential to result in increased cost of operations, reducing the profitability of the Company’s operations.

There has been increased global attention and the introduction of regulations restricting or prohibiting the use of cyanide and other hazardous substances in mineral processing activities. If legislation restricting or prohibiting the use of cyanide techniques were to be adopted in a region in which the Company relies on the use of cyanide, it would have a significant adverse impact on the Company’s results of operations and financial condition as there are few, if any, substitutes for cyanide in extracting metals from certain types of ore. The Company intends to, and attempts to, fully comply with all applicable environmental regulations. While the health and safety of its people and responsible environmental stewardship are top priorities for the Company, there can be no assurance that the Company has been or will be at all times in complete compliance with such laws, regulations and permits, or that the costs of complying with current and future environmental and health and safety laws and permits will not materially and adversely affect the Company’s business, results of operations or financial condition.

Violence and other criminal activities in Mexico could have an adverse effect on the results and the financial condition of the Company.
Certain areas of Mexico have experienced outbreaks of localized violence, thefts, kidnappings and extortion associated with drug cartels and other criminal organizations in various regions. Any increase in the level of violence, or a concentration of violence in areas where the projects and properties of the Company are located, could have an adverse effect on the results and the financial condition of the Company.

The Company may not be able to complete acquisitions it pursues and any completed acquisitions or business arrangements may ultimately not benefit its business.

As part of the Company’s business strategy, it has sought and will continue to seek new mining and development opportunities in the mining industry. In pursuit of such opportunities, it may fail to select appropriate acquisition candidates, negotiate appropriate acquisition terms, conduct sufficient due diligence to determine all related liabilities or to negotiate favourable financing terms. The Company may encounter difficulties in transitioning the business, including issues with the integration of the acquired businesses or its personnel into the Company. The Company cannot assure that it can complete any acquisition or business arrangement that it pursues, or is pursuing, on favourable terms, or that any acquisitions or business arrangements completed will ultimately benefit its business.

21


SILVERCREST METALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEAR ENDED DECEMBER 31, 2019

TSX: SIL | NYSE American: SILV

The mining industry is very competitive.

The Company competes with other exploration and production companies, many of which are better capitalized, have greater financial resources, operational experience and technical capabilities, or are further advanced in their development or are significantly larger and have access to greater mineral resources than the Company, for the acquisition of mineral claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees and other personnel. If the Company is unsuccessful in acquiring additional mineral properties or qualified personnel, it may not be able to grow at the rate it desires, or at all.

The Company’s competitors may be able to devote greater resources to the expansion and efficiency of their operations or respond more quickly to new laws and regulations or emerging technologies than the Company. The Company may not be able to compete successfully against current and future competitors, and any failure to do so could have a material adverse effect on the Company’s business, financial condition or results of operations.

Reputational damage could adversely affect the Company’s operations and profitability.

Damage to the Company’s reputation can be the result of the actual or perceived occurrence of any number of events, and could include negative publicity (for example, with respect to the Company’s handling of environmental matters or dealings with community groups). The increased use of social media and other web-based tools used to generate, publish and discuss user-generated content and to connect with other users has made it increasingly easier for individuals and groups to communicate and share opinions and views regarding the Company and its activities. The Company does not ultimately have direct control over how it is perceived by others and reputational damage could adversely affect the Company’s operations and profitability.

Lack or delay of necessary infrastructure could adversely affect the Company’s operations and profitability.

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. The lack of availability on acceptable terms or the delay in the availability of any one or more of these items could prevent or delay exploration or development of the Company’s projects. If adequate infrastructure is not available in a timely manner, there can be no assurance that the exploration or development of the Company’s projects will be commenced or completed on a timely basis, if at all, that the resulting operations will achieve the anticipated production volume, or that the construction costs and ongoing operating costs associated with the exploration and/or development of the Company’s projects will not be higher than anticipated. In addition, unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Company’s operations and profitability.

The Company is subject to government regulation and failure to comply could have an adverse effect on the Company’s operations. The Company’s operations, exploration and development activities are subject to extensive foreign federal, state and local laws and regulations governing such matters as environmental protection, management and use of toxic substances and explosives, management of natural resources, health, exploration and development of mines, production and post-closure reclamation, safety and labour, mining law reform, price controls, import and export laws, taxation, maintenance of claims, tenure, government royalties and expropriation of property. There is no assurance that future changes in such regulation, if any, will not adversely affect the Company’s operations. The activities of the Company require licenses and permits from various governmental authorities.

The costs associated with compliance with these laws and regulations are substantial and possible future laws and regulations, changes to existing laws and regulations and more stringent enforcement of current laws and regulations by governmental authorities could cause additional expenses, capital expenditures, restrictions on or suspensions of the Company’s operations and delays in the development of its properties. Moreover, these laws and regulations may allow governmental authorities and private parties to bring lawsuits based upon damages to property and injury to persons resulting from the environmental, health and safety practices of the Company’s past and current operations, or possibly even those actions of parties from whom the Company acquired its mines or properties, and could lead to the imposition of substantial fines, penalties or other civil or criminal sanctions. The Company retains competent and well trained individuals and consultants in jurisdictions in which it does business; however, even with the application of considerable skill, the Company may inadvertently fail to comply with certain laws. Such events can lead to financial restatements, fines, penalties, and other material negative impacts on the Company.

The Company may not be successful in obtaining and renewing government permits.

In the ordinary course of business, the Company is required to obtain and renew government permits for the operation and expansion of existing operations or for the development, construction and commencement of new operations. Obtaining or renewing the necessary governmental permits is a complex and time-consuming process involving numerous jurisdictions and possibly involving public hearings and costly undertakings on the Company’s part. The duration and success of the Company’s efforts to obtain and renew permits are contingent upon many variables not within its control, including the interpretation of applicable requirements implemented by the permitting authority. The Company may not be able to obtain or renew permits that are necessary to its operations, or the cost to obtain or renew permits may exceed what the Company believes it can recover from a given property once in production. Any unexpected delays or costs associated with the permitting process could delay the development or impede the operation of a mine, which could adversely impact the Company’s operations and profitability.

22


SILVERCREST METALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEAR ENDED DECEMBER 31, 2019

TSX: SIL | NYSE American: SILV


The Company’s exploration activities are subject to foreign currency exchange fluctuations which could result in foreign exchange losses.

Exploration activities in Canada and Mexico are subject to foreign currency exchange fluctuations. The Company raises its funds through equity issues, which are priced in Canadian dollars, cash flow from exploration activities is received in U.S. dollars and the majority of the exploration costs of the Company are denominated in United States dollars or Mexican Pesos. The Company may suffer losses due to adverse foreign currency fluctuations.

The Company may not be successful in maintaining internal control over financial reporting.

The Company documents and tests its internal control procedures in order to maintain adequate internal control over our financial reporting and satisfy the requirements of applicable regulations, including Section 404 of the Sarbanes Oxley Act of 2002 (the “Sarbanes Oxley Act”) in the United States. The Sarbanes Oxley Act requires, among other things, an annual assessment by management of the effectiveness of the Company’s internal control over financial reporting. The Company may fail to maintain the adequacy of its internal control over financial reporting as such standards are modified, supplemented or amended from time to time, and management may not be able to conclude, on an ongoing basis, that the Company has effective internal control over financial reporting in accordance with applicable regulations. The Company’s failure to satisfy the requirements of applicable regulations on an ongoing, timely basis could result in the loss of investor confidence in the reliability of the Company’s financial statements which, in turn, could harm the Company’s business and negatively impact the trading price or the market value of the Company’s securities. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could cause the Company to fail to meet its reporting obligations. Future acquisitions of companies, if any, may provide the Company with challenges in implementing the required processes, procedures and controls in the Company’s acquired operations. No evaluation can provide complete assurance that the Company’s internal control over financial reporting will detect or uncover all failures of persons within the Company to disclose material information otherwise required to be reported. The effectiveness of the Company’s processes, procedures and controls could also be limited by simple errors or faulty judgments. In addition, as the Company expands, the challenges involved in implementing appropriate internal control over financial reporting will increase and will require the Company to continue to monitor its internal control over financial reporting. Although the Company intends to expend substantial time and incur substantial costs, as necessary, to ensure ongoing compliance, the Company cannot be certain that it will be successful.

The Company may be involved in litigation which may have a material adverse impact on the Company’s operations and financial condition.

The Company is subject to various claims and legal proceedings, including adverse rulings in current or future litigation against it or its directors or officers. These claims may be subject to various uncertainties and it is possible that some of these claims may be resolved unfavourably. The Company carries liability insurance coverage and establishes reserves for matters that are probable and can be reasonably estimated. In addition, the Company may be involved in disputes with other parties in the future that may result in litigation, which may have a material adverse impact on the Company’s operations and financial condition.

The Company may use certain financial instruments that subject it to a number of inherent risks.

From time to time, the Company may use certain financial instruments to manage the risks associated with changes in gold and silver prices, interest rates and foreign currency exchange rates. The use of financial instruments involves certain inherent risks including, among other things: (i) credit risk, the risk of default on amounts owing to the Company by the counterparties with which Company has entered into such transaction; (ii) market liquidity risk, the risk that the Company has entered into a position that cannot be closed out quickly, either by liquidating such financial instrument or by establishing an offsetting position; (iii) unrealized mark-to-market risk, the risk that, in respect of certain financial instruments, an adverse change in market prices for commodities, currencies or interest rates will result in the Company incurring an unrealized mark-to-market loss in respect of such derivative products.

The Company may be unable to obtain adequate insurance to cover risks.

The Company’s business is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground or slope failures, cave ins, changes in the regulatory environment, natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties, personal injury or death, environmental damage to the Company’s properties or the properties of others, delays in the ability to undertake exploration, monetary losses and possible legal liability.

The Company may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to the Company or to other companies in the mining industry on acceptable terms. The Company might also become subject to liability for pollution or other hazards which it may not be insured against or which the Company may elect not to insure against because of premium costs or other reasons. Losses from these events may cause the Company to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

23


SILVERCREST METALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEAR ENDED DECEMBER 31, 2019

TSX: SIL | NYSE American: SILV

Loss of key personnel could materially affect the Company’s operations and financial condition.

The Company depends on the business and technical expertise of a number of key personnel, including its directors and executive officers and key personnel working full-time in management and administrative capacities or as consultants. The number of persons skilled in the acquisition, exploration and development of mining properties is limited and competition for such persons is intense. As the Company’s exploration and development activities expand, it will require additional key personnel. The Company does not maintain life insurance for such personnel. The loss of any key personnel, or the failure to retain such personnel, could have a material adverse effect on the Company’s future operations and financial condition.

The Company may not be able to acquire surface rights to its mineral concessions.

A mineral concession in Mexico does not confer any ownership of surface rights. The majority of the Company’s mineral properties are located in remote and relatively uninhabited areas. There are currently no areas of interest within the Company’s mineral concessions that are overlain by significant habitation or industrial users, however there are potential overlapping surface usage issues in some areas. Some surface rights are owned by local communities or “Ejidos”, and some surface rights are owned by private ranching or residential interests. The Company will be required to negotiate the acquisition of surface rights in those areas where it may wish to develop mining operations. The Company’s mineral interests are located on community or private land, and it is necessary to deal with the owners for access and any potential development or exploitation rights. There can be no assurance that the Company will be able to negotiate and acquire surface access rights on terms acceptable to the Company or at all.

Security breaches of the Company’s information systems could adversely affect the Company.

The Company’s operations depend, in part, upon information technology systems. The Company’s information technology systems are subject to disruption, damage or failure from a number of sources, including, but not limited to, hacking, computer viruses, security breaches, natural disasters, power loss, vandalism, theft and defects in design. Any of these and other events could result in information technology systems failures, operational delays, production downtimes, destruction or corruption of data, security breaches or other manipulation or improper use of our data, systems and networks, any of which could have adverse effects on our reputation, business, results of operations, financial condition and share price.

The Company’s risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect our systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

24


SILVERCREST METALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEAR ENDED DECEMBER 31, 2019

TSX: SIL | NYSE American: SILV


15.   CRITICAL ACCOUNTING ESTIMATES

The preparation of the consolidated financial statements in accordance with IFRS requires management to make estimates that affect the reported amounts and the valuation of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenditures during the year.

These estimates are continuously evaluated and are based on management’s experience and knowledge of the relevant facts and circumstances. Actual results may differ from the estimates. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively. Information about such estimates is contained in the description of accounting policies (note 2 to the audited consolidated financial statements for the year ended December 31, 2019) and/or other notes to the financial statements. Management has made the following critical estimates:

Recoverable value of and impairment of non-current assets

Management must estimate the recoverable value of the Company’s non-current assets and determine whether or not indicators of impairment are present. Calculating the estimated fair values of cash generating units for non-current asset impairment tests requires management to make estimates and assumptions with respect to metal selling prices; future capital expenditures; reductions in the amount of recoverable resources, and exploration potential; future production cost estimates; discount rates; and exchange rates. Reductions in metal price forecasts; increases in estimated future costs of production; increases in estimated future non-expansionary capital expenditures; reductions in the amount of recoverable resources, and exploration potential; and/or adverse current economics can result in a write-down of the carrying amounts of the Company’s non-current assets including exploration and evaluation assets and property and equipment.

Share-based payments

The Company uses the Black-Scholes model to value share-based payments. The option valuation model requires the input of highly subjective assumptions including the expected stock price volatility. Because the Company’s stock options have characteristics significantly different from those of traded options and because the subjective input assumptions can materially affect the calculated fair value, such value is subject to measurement uncertainty. Any changes in assumptions related to share-based payments could affect the amount of share-based payment reserve and compensation.

Income taxes

Management is required to make estimations regarding the tax basis of assets and liabilities and related deferred income tax assets and liabilities, the measurement of income tax expense, and indirect taxes. A number of these estimates require management to make estimates of future taxable profit, and if actual results are significantly different than estimates, the ability to realize the deferred tax assets recorded on the statement of financial position could be impacted. The Company is subject to assessments by tax authorities who may interpret tax law differently. These factors may affect the final amount or the timing of tax payments.

25


SILVERCREST METALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEAR ENDED DECEMBER 31, 2019

TSX: SIL | NYSE American: SILV

Collectability and Classification of IVA Recoverable

IVA recoverable is collectible from the government of Mexico. The collection of IVA is subject to risk due to the complex application and collection process and therefore, risk related to the collectability and timing of payment from the Mexican government. The Company uses its best estimates based on the facts known at the time and its experience to determine its best estimate of the collectability and timing of these recoveries. Changes in the assumptions regarding collectability and the timing of collection could impact the valuation and classification of IVA recoverable.

There have been no material changes to critical accounting estimates in the past two years that have resulted in changes to the Company’s overall financial performance.

16.   DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of the Company, under the supervision of the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate disclosure controls and procedures. Disclosure controls and procedures are designed to provide reasonable assurance that material information related to the Company, including its consolidated subsidiaries, is made known to the Company’s certifying officers. The Company’s Chief Executive Officer and Chief Financial Officer believe that the Company’s disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed under applicable securities regulations is recorded, processed, summarized and reported within the time periods specified. Management regularly reviews the Company’s disclosure controls and procedures; however, they cannot provide an absolute level of assurance because of the inherent limitations in cost effective control systems to prevent or detect all misstatements due to error or fraud.

Management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with IFRS. During 2018, the Company adopted the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") internal control framework (2013) to design internal controls over financial reporting. The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

As at December 31, 2019, management assessed the design and operation of our internal control over financial reporting and disclosure controls and procedures and concluded that such internal control over financial reporting and disclosure controls and procedures were effective and that there were no material weaknesses in our internal control over financial reporting.

There has been no change in the Company’s internal control over financial reporting during 2019 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

26


EX-99.3 4 exhibit99-3.htm EXHIBIT 99.3 SilverCrest Metals Inc.: Exhibit 99.3 - Filed by newsfilecorp.com

Form 52-109F1

Certification of Annual Filings

Full Certificate

I, N. Eric Fier, Chief Executive Officer of SilverCrest Metals Inc., certify the following:

1.  Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the "annual filings") of SilverCrest Metals Inc. (the "issuer") for the financial year ended December 31, 2019.

2.  No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual 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, for the period covered by the annual filings.

3.  Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual 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 annual filings.

4.  Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer. 

5.  Design:  Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the financial year end

(a)  designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)  designed ICFR, or caused it to be designed under our supervision, 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.

5.1 Control framework:  The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Internal Control - Integrated Framework (2013) (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 ICFR - material weakness relating to design:  N/A



5.3 Limitation on scope of design:  N/A

6.  Evaluation: The issuer's other certifying officer(s) and I have

(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's ICFR at the financial year end and the issuer has disclosed in its annual MD&A

(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

(ii) N/A.

7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer's ICFR that occurred during the period beginning on October 1, 2019 and ended on December 31, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

8. Reporting to the issuer's auditors and board of directors or audit committee: The issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer's auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer's ICFR. 

Date: March 25, 2020

"N. Eric Fier"

_______________________

N. Eric Fier

Chief Executive Officer

2


EX-99.4 5 exhibit99-4.htm EXHIBIT 99.4 SilverCrest Metals Inc.: Exhibit 99.4 - Filed by newsfilecorp.com

Form 52-109F1

Certification of Annual Filings

Full Certificate

I, Anne Yong, Chief Financial Officer of SilverCrest Metals Inc., certify the following:

1.  Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the "annual filings") of SilverCrest Metals Inc. (the "issuer") for the financial year ended December 31, 2019.

2.  No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual 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, for the period covered by the annual filings.

3.  Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual 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 annual filings.

4.  Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer. 

5.  Design:  Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the financial year end

(a)  designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)  designed ICFR, or caused it to be designed under our supervision, 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.

5.1 Control framework:  The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Internal Control - Integrated Framework (2013) (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 ICFR - material weakness relating to design:  N/A



5.3 Limitation on scope of design:  N/A

6.  Evaluation: The issuer's other certifying officer(s) and I have

(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's ICFR at the financial year end and the issuer has disclosed in its annual MD&A

(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

(ii) N/A.

7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer's ICFR that occurred during the period beginning on October 1, 2019 and ended on December 31, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

8. Reporting to the issuer's auditors and board of directors or audit committee: The issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer's auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer's ICFR. 

Date: March 25, 2020

"Anne Yong"

_______________________

Anne Yong

Chief Financial Officer

2


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