EX-99.1 2 ex991.htm Q2 INTERIM FINANCIAL STATEMENTS

EXHIBIT 99.1

 

 

 

 

Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2021 and 2020

(Unaudited, expressed in thousands of United States dollars, unless otherwise stated)

 

 

 

 

 
 

 

 

Condensed Consolidated Interim Statements of Financial Position

(Unaudited, expressed in thousands of United States dollars)

    June 30, December 31,
  Note   2021   2020
           
Assets          
Current assets          
Cash and cash equivalents   $ 333,923 $ 344,926
Restricted cash     -   1,206
Marketable securities 4(d)   179,983   3,120
Trade and other receivables     82,819   55,872
Inventory 5   201,838   208,290
Other current assets     38,352   32,610
      836,915   646,024
Non-current assets          
Restricted cash     12,562   2,004
Inventory 5   128,605   130,888
Mineral properties, plant and equipment 6   2,470,287   1,844,973
Exploration and evaluation assets 4(a)   52,469   13,750
Investment in associate 4(d), 7   110,307   22,287
Derivative assets 9(a)   86,715   -
Other assets     11,135   13,474
Total assets   $ 3,708,995 $ 2,673,400
           
Liabilities and Equity        
           
Current liabilities          
Accounts payable and accrued liabilities   $ 144,818 $ 130,543
Current portion of loans and borrowings 8   26,667   13,333
Derivative liabilities - current 9(b)   68,720   63,993
Other current liabilities     27,388   14,795
      267,593   222,664
Non-current liabilities          
Loans and borrowings 8   522,862   531,908
Reclamation obligations     126,698   117,103
Derivative liabilities 9(b)   45,696   90,573
Other long-term liabilities     61,083   32,769
Deferred tax liabilities     335,266   229,860
             
Total liabilities     1,359,198   1,224,877
           
Shareholders’ equity          
Share capital 11   2,003,371   1,518,042
Reserves     45,427   38,779
Accumulated other comprehensive income (“AOCI”)     33,244   -
Retained earnings (deficit)     267,755   (108,298)
             
Total equity     2,349,797   1,448,523
Total liabilities and equity   $ 3,708,995 $ 2,673,400
           
Commitments and contingencies (notes 4(b), 6, 12 and 22)        
     
The accompanying notes form an integral part of these condensed consolidated interim financial statements.

 

  2 

 

 

Condensed Consolidated Interim Statements of Income (Loss)

(Unaudited, expressed in thousands of United States dollars, except share and per share amounts)

   

Three months ended

June 30,

Six months ended

June 30,

  Note   2021   2020   2021   2020
          Note 2(c)(v)       Note 2(c)(v)
                   
Revenue 12 $ 226,223 $ 215,387 $ 455,925 $ 345,422
Operating expenses 13   (139,843)   (113,029)   (286,642)   (189,518)
Depreciation and depletion     (40,803)   (35,200)   (79,462)   (52,120)
Earnings from mine operations     45,577   67,158   89,821   103,784
                   
Care and maintenance 14   (7,166)   (21,561)   (9,178)   (22,505)
Exploration     (4,722)   (3,949)   (7,689)   (6,593)
General and administration 15   (15,490)   (9,558)   (22,849)   (16,193)
Income from operations     18,199   32,090   50,105   58,493
                   
Finance expense     (11,839)   (11,439)   (20,520)   (18,331)
Finance income     246   363   620   637
Other income (expense) 16   304,112   (93,530)   350,787   (77,914)
Net income (loss) before taxes     310,718   (72,516)   380,992   (37,115)
                   
Current tax expense     (3,852)   (8,171)   (15,170)   (16,066)
Deferred tax recovery (expense)     18,870   2,919   10,231   (19,005)
Net income (loss)   $ 325,736 $ (77,768) $ 376,053 $ (72,186)
                   
                   
Net income (loss) per share                  
Basic 18 $ 1.10 $ (0.34) $ 1.40 $ (0.39)
Diluted 18 $ 0.96 $ (0.34) $ 1.19 $ (0.39)
                   
Weighted average shares outstanding                  
Basic 18   295,027,749   227,940,632   268,946,914   182,970,592
Diluted 18   343,632,881   227,940,632   317,762,548   182,970,592
                   
                   
The accompanying notes form an integral part of these condensed consolidated interim financial statements.

 

 

  3 

 

 

Condensed Consolidated Interim Statements of Comprehensive Income (Loss)

(Unaudited, expressed in thousands of United States dollars)

   

Three months ended

June 30,

Six months ended

June 30,

  Note   2021   2020   2021   2020
          Note 2(c)(v)       Note 2(c)(v)
                   
Net income (loss)   $ 325,736 $ (77,768) $ 376,053 $ (72,186)
                   
Other comprehensive income (“OCI”), net of tax                
Foreign currency translation     874   -   874   -
Changes in fair value of marketable securities, net of tax expense of $5.1 million 4(d)   32,370   -   32,370   -
    $ 33,244 $ - $ 33,244 $ -
Net comprehensive income (loss)   $ 358,980 $ (77,768) $ 409,297 $ (72,186)
 
The accompanying notes form an integral part of these condensed consolidated interim financial statements.

 

  4 

 

 

Condensed Consolidated Interim Statements of Cash Flows

(Unaudited, expressed in thousands of United States dollars)

   

Three months ended

June 30,

Six months ended

June 30,

  Note   2021   2020   2021   2020
        Note 2(c)(v)     Note 2(c)(v)
Cash provided by (used in):                  
                   
Operations                  
Net income (loss) for the period   $ 325,736 $ (77,768) $ 376,053 $ (72,186)
Adjustments for:                  
Depreciation and depletion     41,598   44,130   81,377   61,234
Tax expense     (15,018)   5,252   4,939   35,071
Unrealized (gain) loss on foreign exchange contracts 9(b)   (18,954)   4,050   (7,610)   22,557
Unrealized (gain) loss on gold contracts 9(b)   (647)   37,599   (42,715)   13,923
Change in fair value of warrants 9(a), (b)   (24,016)   48,838   (57,316)   38,738
Gain on sale of investments 4(d)   (50,300)   -   (50,300)   -
Gain on reclassification of investment in Solaris Resources Inc. 4(d)   (186,067)   -   (186,067)   -
Unrealized foreign exchange loss (gain)     2,939   (8,835)   5,831   (18,701)
Finance expense     11,839   11,439   20,520   18,331
Non-cash share-based compensation     3,942   3,392   3,832   3,508
Income taxes paid     (14,180)   (5,508)   (15,140)   (13,125)
Gain on disposal of subsidiary 4(c)   (45,419)   -   (45,419)   -
Other     196   (2,997)   5,626   1,516
                     
Operating cash flow before non-cash changes in working capital     31,649   59,592   93,611   90,866
                   
Changes in non-cash working capital 19   (11,476)   34,018   6,991   6,227
                     
      20,173   93,610   100,602   97,093
Investing                  
Capital expenditures     (94,408)   (39,887)   (165,282)   (74,324)
Investment in Greenstone Gold Mines 4(b)   (51,000)   -   (51,000)   -
Investment in i-80 Gold Corp 7   (10,208)   -   (30,957)   -
Net proceeds on disposal of assets 4(c), (d)   88,945   1,000   91,945   1,000
Acquisition of Premier Gold Mines Limited 4(a)   8,267   -   8,267   -
Acquisition of Leagold Mining Corporation     -   -   -   55,252
Other     1,327   (5,656)   (982)   (8,292)
                     
      (57,077)   (44,543)   (148,009)   (26,364)
Financing                  
Net proceeds from private placement 11(b)   59,498   -   59,498   39,938
Proceeds from option and warrant exercises     14,465   157,500   15,675   163,392
Draw down of loans and borrowings 8   -   9,278   -   518,958
Repayment of loans and borrowings 8   (17,649)   (22,404)   (17,649)   (346,274)
Finance fees paid 2(c)(iii)   (6,120)   (9,863)   (11,420)   (24,839)
Lease payments     (5,184)   (1,856)   (8,950)   (2,387)
Other     -   8,894   -   8,876
                     
      45,010   141,549   37,154   357,664
                   
Effect of foreign exchange on cash and cash equivalents   4,422   389   (750)   (2,047)
                   
Increase (decrease) in cash and cash equivalents     12,528   191,005   (11,003)   426,346
                   
Cash and cash equivalents, beginning of period     321,395   303,057   344,926   67,716
Cash and cash equivalents, end of period   $ 333,923 $ 494,062 $ 333,923 $ 494,062
                   
Supplemental cash flow information (note 19)
 
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
                         

 

  5 

 

 

Condensed Consolidated Interim Statements of Changes in Equity

(Unaudited, expressed in thousands of United States dollars, except share amounts)

    Share Capital        
    Shares Amount Reserves AOCI Retained earnings Total
December 31, 2020 (as reported)   242,354,406 $ 1,518,042 $ 38,779 $ - $ (109,866) $ 1,446,955
Adjustment on initial application of IAS 16 amendment (note 2(c)(ii))   -   -   -   -   1,568   1,568
December 31, 2020   242,354,406   1,518,042   38,779   -   (108,298)   1,448,523
Shares and options issued to acquire Premier Gold Mines Limited (note 4(a))   47,373,723   399,613   8,155   -   -   407,768
Shares issued in private placement (note 11(b))   7,489,000   59,595       -       59,595
Shares issued on exercise of warrants, stock options and RSUs (note 11)   3,220,801   26,218   (6,446)   -   -   19,772
Share-based compensation   -   -   4,939   -   -   4,939
Share issue costs   -   (97)   -   -   -   (97)
Net income and comprehensive income   -   -   -   33,244   376,053   409,297
Balance June 30, 2021   300,437,930 $ 2,003,371 $ 45,427 $ 33,244 $ 267,755 $ 2,349,797

 

      Share Capital      
      Shares Amount Reserves Deficit Total
December 31, 2019       113,452,363 $ 505,686 $ 27,959 $ (130,586) $ 403,059
Shares and options issued to acquire Leagold Mining Corporation       94,635,765   732,042   19,777   -   751,819
Shares issued in financings       6,472,491   40,000   -   -   40,000
Shares issued on exercise of shareholder anti-dilution right       461,947   2,855   -   -   2,855
Equity component of Convertible Notes       -   -   8,322   -   8,322
Shares issued on exercise of warrants, stock options and RSUs       24,756,466   214,362   (9,217)   -   205,145
Share-based compensation       -   -   2,041   -   2,041
Share issue costs       -   (62)   -   -   (62)
Net income and comprehensive income       -   -   -   (72,186)   (72,186)
Balance June 30, 2020       239,779,032 $ 1,494,883 $ 48,882 $ (202,772) $ 1,340,993
                         
The accompanying notes form an integral part of these condensed consolidated interim financial statements.

 

 

  6 

 

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, tables expressed in thousands of United States dollars, except share and per share amounts)

For the three and six months ended June 30, 2021 and 2020

 

1.      Nature of operations

Equinox Gold Corp. (the “Company” or “Equinox Gold”) was incorporated under the Business Corporations Act of British Columbia on March 23, 2007. Equinox Gold’s primary listing is on the Toronto Stock Exchange (“TSX”) in Canada where its common shares trade under the symbol “EQX” and its warrants trade under the symbol “EQX.WT”. The Company’s shares also trade on the NYSE American Stock Exchange (“NYSE-A”) in the United States under the symbol “EQX”.

Equinox Gold is a mining company engaged in the operation, acquisition, exploration and development of mineral properties, with a focus on gold.

On April 7, 2021, the Company completed the acquisition of Premier Gold Mines Limited (“Premier” and the “Premier Acquisition”) (note 4(a)). The results of operations of Premier are included in these financial statements from April 7, 2021 onward.

All of the Company’s principal properties are located in the Americas. At June 30, 2021, the Company had two properties in the United States, two properties in Mexico, four in Brazil and one in Canada. The Company’s producing assets at June 30, 2021 were the Mesquite Mine (“Mesquite”) and Castle Mountain Mine (“Castle Mountain”) in the United States, the Los Filos Mine Complex (“Los Filos”) and the Mercedes Mine (“Mercedes”) in Mexico, and the Aurizona Mine (“Aurizona”), Fazenda Mine (“Fazenda”) and the RDM Mine (“RDM”) in Brazil. The Company’s Santa Luz project (“Santa Luz”) in Brazil is in construction. The Company has a 60% interest in the Greenstone Project (“Greenstone”) in Canada, a feasibility stage development project that is expected to advance to construction in the near term.

 

 

2.      Basis of preparation
(a)     Basis of presentation

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, and do not include all of the information required for full annual financial statements prepared using International Financial Reporting Standards (“IFRS”). These condensed consolidated interim financial statements should be read in conjunction with the Company’s most recent annual audited financial statements for the year ended December 31, 2020. Except as described in note 2(c) the accounting policies applied in these condensed consolidated interim financial statements are the same as those applied in the Company’s annual audited consolidated financial statements for the year ended December 31, 2020.

These condensed consolidated interim financial statements were approved and authorized for issuance by the Company’s Board of Directors on August 4, 2021.

(b)    Basis of consolidation
These condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries.  Subsidiaries are entities controlled by the Company. Control is defined as Equinox Gold having power over the entity, rights to variable returns from its involvement with the entity, and the ability to use its power to affect the amount of returns. All intercompany transactions and balances are eliminated on consolidation.  

 

  7 

 

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, tables expressed in thousands of United States dollars, except share and per share amounts)

For the three and six months ended June 30, 2021 and 2020

 

2.     Basis of preparation (continued)
At June 30, 2021, the Company’s material subsidiaries include the following:
  Company Location Principal Activity Ownership Interest
  Castle Mountain Venture, GP USA Production 100%
  Western Mesquite Mines, Inc. USA Production 100%
  Desarrollos Mineros San Luis S.A. de C.V. Mexico Production 100%
  Minera Mercedes Minerales, S. de. R.L. de C.V. Mexico Production 100%
  Fazenda Brasileiro Desenvolvimento Mineral Ltda Brazil Production 100%
  Mineração Aurizona S.A. Brazil Production 100%
  Mineração Riacho Dos Machados Ltda Brazil Production 100%
  Santa Luz Desenvolvimento Mineral Ltda Brazil Development 100%
At June 30, 2021, the Company has a 60% interest in Greenstone Gold Mines Limited Partnership which is a joint operation.
(c) Significant accounting policies
(i)      Foreign currency translation

The functional currency for each entity consolidated within the Company’s financial statements is determined by the currency of the primary economic environment in which it operates (the “functional currency”). Prior to the acquisition of Premier, the functional currency for all entities in the consolidated group was the United States dollar (“US dollar”). Certain of the subsidiaries and joint operations acquired in the Premier Acquisition, including Greenstone use the Canadian dollar.

For such subsidiaries or joint operation, foreign currency balances and transactions are translated into the US dollar presentation currency as follows:

      Assets and liabilities are translated at the exchange rate prevailing at the date of the statement of financial position;

      Revenues and expenses are translated as average exchange rates throughout the reporting period or at rates that approximate the actual exchange rates; and

      Exchange gains and losses on translation are included in OCI.

(ii)      IAS 16, Property, Plant and Equipment - Proceeds before Intended Use

On May 14, 2020, the IASB published a narrow scope amendment to IAS 16, Property, Plant and Equipment - Proceeds before Intended Use. The amendment prohibits deducting from the cost of property, plant and equipment amounts received from selling items produced while preparing the asset for its intended use. Instead, amounts received will be recognized as sales proceeds and related cost in profit or loss.

The effective date is for annual periods beginning on or after January 1, 2022. Earlier application is permitted. The amendment applies retrospectively, but only to items of property, plant and equipment made available for use in the earliest period presented in the financial statements in the year of adoption.

The Company adopted the amendment in its financial statements for the annual period beginning on January 1, 2021. On adoption, the Company reclassified $1.6 million of pre-commercial production net income earned in the fourth quarter from property, plant and equipment to the income statement for the year ended December 31, 2020, comprising $2.9 million in revenue, $1.0 million in production costs and $0.3 million in depreciation.

 

  8 

 

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, tables expressed in thousands of United States dollars, except share and per share amounts)

For the three and six months ended June 30, 2021 and 2020

 

2.     Basis of preparation (continued)
(iii)   Presentation of finance fees and interest paid in statement of cash flows
Effective January 1, 2021, the Company made an accounting policy change to classify cash interest paid within the condensed consolidated statement of cash flows for the three and six months ended June 30, 2021 as a financing activity rather than an operating activity, which more appropriately reflects the nature of these cash flows. Comparative figures for the three and six month periods have been reclassified to conform with this change in accounting policy.
(iv)    Joint arrangements

A joint arrangement is defined as one over which two or more parties have joint control, which is the contractually agreed sharing of control over an arrangement. This exists only when the decisions about the relevant activities (being those that significantly affect the returns of the arrangement) require the unanimous consent of the parties sharing control. There are two types of joint arrangements, joint operations (“JO”) and joint ventures (“JV”).

The Company’s interest in Greenstone (note 4(b)) is classified as a JO, whereby the parties that have joint control of the arrangement have rights to the assets and obligations for the liabilities relating to the arrangement. The Company consolidates its proportionate share of the JO’s assets, liabilities, revenues and expenses.

(v)     Purchase price accounting measurement period adjustments

On March 10, 2020, the Company completed the acquisition of Leagold Mining Corporation (“Leagold” and the “Leagold Acquisition”).

As of December 31, 2020, the Company completed its allocation of the purchase price to the fair value of assets acquired and liabilities assumed. Comparative figures for the three and six months ended June 30, 2020 have been recast to reflect measurement period adjustments to inventories, mineral properties, plant and equipment, reclamation obligations and deferred tax liabilities. As a result of these measurement period adjustments, the Company recognized an additional $16.7 million in operating expenses, $1.2 million in depreciation, and $2.8 million in tax expense for the three months ended June 30, 2020 compared to previously reported figures. For the six months ended June 30, 2020, the Company recognized an additional $23.6 million in operating expenses, $0.9 million in depreciation, and $3.4 million in tax expense from previously reported figures.

 

 

 

 

  9 

 

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, tables expressed in thousands of United States dollars, except share and per share amounts)

For the three and six months ended June 30, 2021 and 2020

 

3.    Use of judgements and estimates
In preparing these condensed consolidated interim financial statements, management has made judgements, estimates and assumptions that affect the application of the Company’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ. Significant judgements made by management in applying the Company’s accounting policies and key sources of estimation uncertainty were the same as those applied in the most recent annual audited consolidated financial statements for the year ended December 31, 2020 except as follows:
Investments

Management applies judgement in assessing whether the facts and circumstances pertaining to each investment result in the Company having control, joint control or significant influence over an investee. Upon completion of the acquisition of Premier, the Company determined that its 50% interest in Greenstone was a JO due to provisions in the limited partnership agreement which required unanimous approval of the partners regarding the relevant activities of Greenstone, and the fact that the partners have rights to the assets and obligations for the liabilities of Greenstone.

On April 16, 2021, upon acquisition of an incremental 10% interest in Greenstone, bringing the Company’s total interest in the project to 60%, the Company reassessed its conclusion on joint control. The Company determined that due to contractual sharing of control through the unanimous approval required of the partners, the Company’s investment in Greenstone remained a JO.

On April 28, 2021, upon sale of a portion of the Company’s shareholdings in Solaris Resources Inc. (“Solaris”), the Company’s interest in Solaris decreased to 19.9%. The Company determined that due to the reduction of its interest, the Company no longer had significant influence and discontinued accounting for its interest using the equity method.

 

 

 

 

 

 

 

 

 

 

  10 

 

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, tables expressed in thousands of United States dollars, except share and per share amounts)

For the three and six months ended June 30, 2021 and 2020

  

4. Corporate Trasactions
(a)  Acquisition of Premier

On April 7, 2021, the Company completed the acquisition of Premier. Premier’s principal assets acquired include a 50% interest in the Greenstone project in Ontario, Canada and the producing Mercedes Mine in Mexico.

The Company acquired 100% of the issued and outstanding shares of Premier at an exchange ratio of 0.1967 Equinox Gold common shares for each Premier share held (the “Exchange Ratio”). All outstanding options and warrants of Premier that were not exercised prior to the acquisition date were replaced with Equinox Gold options and warrants, as adjusted in accordance with the Exchange Ratio. Premier retained a 30% interest in i-80 Gold which the Company acquired (note 7).

The Company determined that the Premier Acquisition represents a business combination, with Equinox Gold identified as the acquirer. Transaction costs incurred in respect of the acquisition totaling $2.7 million, of which $0.8 million were incurred in 2020, were expensed and presented within professional fees in general and administration expense.

The acquisition date fair value of the consideration transferred consisted of the following:
  Share consideration(1)         $ 399,613
  Option consideration(2)           8,155
  Warrant consideration(3)           505
  Total consideration         $ 408,273

(1)   The fair value of 47,373,723 common shares issued to Premier shareholders was determined using the Company’s share price of C$10.64 per share on the acquisition date.

(2)   The fair value of 2,813,747 replacement options issued was determined using the Black-Scholes option pricing method with the following weighted average assumptions: exercise price of C$7.27, expected life of 2.07 years, annualized volatility of 41.3%, dividend yield of 0.0%, and discount rate of 0.37%.

(3)   The fair value of 393,400 replacement warrants issued was determined using the Black-Scholes option pricing method with the following weighted average assumptions: exercise price of C$10.42, expected life of 0.82 years, annualized volatility of 39.7%, dividend yield of 0.0%, and discount rate of 0.15%.

In accordance with the acquisition method of accounting, the acquisition cost was allocated to the underlying assets acquired and liabilities assumed, based upon their estimated fair values at the date of acquisition. The table below presents the preliminary fair values of the assets acquired and liabilities assumed at the date of acquisition. The allocation is preliminary and the fair values are subject to change as there has not been sufficient time to complete the valuation process, the valuation work must be finalized within twelve months following the acquisition date. Mineral properties, plant and equipment, exploration and evaluation assets, reclamation obligations, lease liabilities and deferred taxes are all subject to change. Any adjustments made will be recognized retrospectively and comparative information will be revised.

 

  11 

 

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, tables expressed in thousands of United States dollars, except share and per share amounts)

For the three and six months ended June 30, 2021 and 2020

 

4. Corporate Trasactions (CONTINUED)
  Net assets (liabilities) acquired:      
  Cash and cash equivalents         $ 8,267
  Trade and other receivables           13,165
  Inventory           11,937
  Investment in associate           79,001
  Mineral properties, plant and equipment           444,771
  Exploration and evaluation assets           36,950
  Other assets           12,731
  Accounts payable and accrued liabilities           (15,369)
  Stream arrangement           (40,369)
  Loans and borrowings and accrued interest           (17,649)
  Reclamation obligations           (14,770)
  Deferred tax liabilities           (109,604)
  Other liabilities           (788)
  Fair value of net assets acquired         $ 408,273
               

The fair value of mineral properties, plant and equipment, the stream arrangement and reclamation obligations were estimated using discounted cash flow models, comparable transactions and other market-based information. Expected future cash flows are based on estimates of future gold and silver prices and projected revenues, estimated quantities of mineral reserves and mineral resources, expected future production costs and capital expenditures based on life-of-mine plans at the acquisition date. The fair value of the investment in associate was based on the quoted market price of related common shares. The fair value of inventory was based on forward gold prices and the cost to complete in determining the net realizable value.

Consolidated revenue for the three and six months ended June 30, 2021 includes revenue from the properties acquired in the Premier Acquisition of $19.3 million. Consolidated net income for the three and six months ended June 30, 2021 includes net income before tax from Premier of $4.7 million. Had the transaction occurred on January 1, 2021, pro-forma unaudited consolidated revenue and net loss before tax for the six months ended June 30, 2021 would have been approximately $488 million and $389 million, respectively.

(b)  Acquisition of additional interest in Greenstone

On April 16, 2021, the Company completed the acquisition of an additional 10% interest in Greenstone, bringing the Company’s total interest in the project to 60%, for aggregate consideration of $59.9 million, consisting of a cash payment of $51.0 million on closing and the assumption of the following contingent payment obligations:

      a $5 million cash payment 24 months after a positive mine construction decision for Greenstone; and

      the delivery of approximately 2,200 ounces of refined gold, the cash equivalent value of such refined gold, or a combination thereof, after production milestones of 250,000 ounces, 500,000 ounces and 700,000 ounces from Greenstone.

The contingent consideration was measured at its fair value of $8.9 million at the date of acquisition based on the projected cash outflows associated with the contingent payments at the milestone dates, adjusted for the time value of money using an appropriate market-based discount rate that reflects the risk associated with the delivery of the contingent consideration.

 

  12 

 

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, tables expressed in thousands of United States dollars, except share and per share amounts)

For the three and six months ended June 30, 2021 and 2020

 

4.      Corporate Trasactions (CONTINUED)
The Company concluded that Greenstone was not a business and accordingly accounted for the acquisition of the additional 10% interest as an asset acquisition. The total consideration was allocated to the assets acquired and liabilities assumed as follows:
  Net assets acquired:      
  Cash and cash equivalents     $ 95
  Restricted cash       1,043
  Trade and other receivables       21
  Other assets       10
  Mineral properties, plant and equipment       57,455
  Exploration and evaluation assets       1,623
  Accounts payable       (287)
  Other liabilities           (27)
  Fair value of net assets acquired         $ 59,933
 
The contingent payment obligations are classified as financial liabilities and measured at fair value at the end of each reporting period. At June 30, 2021, the fair value of the contingent obligation was $9.2 million.  During the period from the acquisition of the 10% interest in Greenstone in April 2021 through to June 30, 2021, the Company recognized a loss of $0.3 million on revaluation of the contingent obligation in other income (expense).
(c)   Sale of Pilar

On April 16, 2021, the Company completed the sale of its Pilar mine in Brazil to Pilar Gold Inc. for gross consideration of:

a $10.5 million cash payment on closing of the sale;

a $27.5 million promissory note payable as follows:

$10.0 million payable on or before May 31, 2021 (received); and

$17.5 million payable on or before November 30, 2021

a 9.9% equity interest in Pilar Gold Inc.; and a

a 1% net smelter returns (“NSR”) royalty on production from Pilar.

The fair value of the net consideration totaled $47.0 million which includes the fair values of the promissory note payable of $27.5 million, the investment in Pilar Gold Inc. of $4.8 million and the 1% NSR on production from Pilar of $5.8 million.

The Company recognized a gain of $45.4 million in connection with the sale, which is presented within other income (expense) (note 16).

(d)   Sale of interest in Solaris Resources

On April 28, 2021, the Company sold a portion of its shareholdings in Solaris totaling ten million units, including one common share and one-half common share purchase warrant, for gross proceeds of $66.7 million (C$82.5 million). Each whole warrant entitles the holder to acquire one common share of Solaris from the Company at a price of C$10.00 until April 28, 2022. Of the gross proceeds of $66.7 million, $57.6 million was allocated to the shares and $9.1 million was allocated to the warrants.

On disposition of the ten million common shares, the Company’s interest in Solaris was reduced to 19.9%. As a result, the Company determined it no longer had significant influence over Solaris and, therefore, equity accounting for the investment was discontinued. As a result, the carrying value of the Company’s investment in associate was derecognized and the Company’s interest retained was recognized at fair value.

 

  13 

 

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, tables expressed in thousands of United States dollars, except share and per share amounts)

For the three and six months ended June 30, 2021 and 2020

 

4.      Corporate Trasactions (CONTINUED)
The following is a summary of the changes in the Company’s investment in Solaris for the six months ended June 30, 2021:
       
  Balance - December 31, 2020 $ 22,287
  Share of net loss for the period of January 1 to April 28, 2021   (3,399)
  Carrying value of investment sold   (7,318)
  Reclassification of retained interest in Solaris   (11,570)
  Balance - June 30, 2021 $ -

For the three and six months ended June 30, 2021, the Company recognized a gain on sale of Solaris shares of $50.3 million in other income (expense). The fair value of the warrants granted (the “Solaris warrant liability”) was recognized as a current derivative liability with changes in fair value at period end recognized in other income (expense). At June 30, 2021, the fair value of the Solaris warrant liability was $14.3 million. During the three and six months ended June 30, 2021, the Company recognized a loss of $5.2 million on revaluation of the warrants in other income (expense).

Upon disposition of the Company’s partial interest in Solaris, the fair value of the Company’s retained investment was $197.6 million, consisting of shares (“Solaris Shares”) with a fair value of $136.0 million, recognized as marketable securities, and warrants (“Solaris Warrants”) with a fair value of $61.6 million, recognized as a derivative asset. For the three and six months ended June 30, 2021, the Company recognized a gain on reclassification of the investment in Solaris of $186.1 million in other income (expense). Subsequent changes in the fair value of the Solaris Shares are recognized in other comprehensive income while subsequent changes in the fair value of the Solaris Warrants, as they are a derivative asset, are recognized in net income (note 9(a)(i)).

 

 

5.      Inventory
      June 30,
2021
  December 31,
2020
  Heap leach ore (current and non-current) $ 248,906 $ 268,703
  Less: Non-current portion of heap leach ore   (128,605)   (130,888)
           
  Current portion of heap leach ore   120,301   137,815
  Stockpiles   5,421   13,514
  Work-in-process   25,609   14,988
  Supplies   45,003   37,473
  Finished goods   5,504   4,500
  Current inventory $ 201,838 $ 208,290

Non-current inventory relates to heap leach ore at Mesquite and Castle Mountain not expected to be recovered in the next twelve months.

At June 30, 2021, impairment charges of $3.3 million, $0.1 million and $0.2 million, respectively, were recognized to adjust heap leach ore, work-in-process and stockpiles at Los Filos.

Impairment charges of $0.8 million, $1.7 million and $0.4 million, respectively, were recognized to adjust stockpiles, work-in-process and finished goods at Pilar. Impairment charges recognized are included in operating expenses.

 

 

 

 

 

 

  14 

 

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, tables expressed in thousands of United States dollars, except share and per share amounts)

For the three and six months ended June 30, 2021 and 2020

 

6.      Mineral properties, plant and equipment
      Mineral properties

Plant and

equipment

Construction in-progress Other   Total
  Cost                        
                           
  Balance - December 31, 2020     $ 1,372,327 $ 641,303 $ 35,642 $ 2,758 $ 2,052,030
  Acquisition of Premier (note 4(a))       371,944   72,348   -   479   444,771
  Investment in Greenstone (note 4(b))   57,455   -   -   -   57,455
  Additions       107,365   70,229   42,014   565   220,173
  Disposals       (5,925)   (85,464)   -   (150)   (91,539)
  Change in reclamation cost asset       2,417   -   -   -   2,417
  Foreign currency adjustment       565   16   -   6   587
  Balance - June 30, 2021     $ 1,906,148 $ 698,432 $ 77,656 $ 3,658 $ 2,685,894
                           
  Accumulated depreciation                        
                           
  Balance - December 31, 2020     $ 90,734 $ 115,270 $ - $ 1,053 $ 207,057
  Additions       38,751   49,803   -   447   89,001
  Disposals       (4,758)   (75,706)   -   -   (80,464)
  Foreign currency adjustment       -   8   -   5   13
  Balance - June 30, 2021     $ 124,727 $ 89,375 $ - $ 1,505 $ 215,607
                           
  Net book value:                        
  At December 31, 2020     $ 1,281,593 $ 526,033 $ 35,642 $ 1,705 $ 1,844,973
  At June 30, 2021     $ 1,781,421 $ 609,057 $ 77,656 $ 2,153 $ 2,470,287
 

During the six months ended June 30, 2021, the Company capitalized to construction-in-progress $24.1 million (December 31, 2020 - $3.5 million) of costs at Santa Luz.

Mineral properties at June 30, 2021 includes $63.4 million (December 31, 2020 - $63.4 million) allocated to the mineral interest at Los Filos and $374.3 million (December 31, 2020 - $nil) allocated to the mineral interest at Greenstone, which is not currently subject to depletion.

Certain of the Company’s mining properties are subject to royalty arrangements based on their NSRs or gross revenues.  At June 30, 2021, the Company’s significant royalty arrangements were as follows:
  Mineral property Royalty arrangements
  Mesquite Weighted average life of mine NSR of 2.0%
  Castle Mountain 2.65% NSR
  Los Filos 3% of gross sales at Xochipala concession; 1.5% EBITDA; 0.5% gross revenues
  Mercedes 1%-2% NSR
  Aurizona 1.5% of gross sales; 3-5% sliding scale NSR based on gold price
  Fazenda 0.75-1.5% of gross sales
  RDM 1-1.5% of gross sales
                             

 

 

  15 

 

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, tables expressed in thousands of United States dollars, except share and per share amounts)

For the three and six months ended June 30, 2021 and 2020

 

7. Investment in associateS
Details of the Company’s investment in associates as at June 30, 2021 and December 31, 2020 are as follows:
 

Equity

accounted for

investee

Principal

Activity

Principal

place of

business

Ownership interest (%) Fair value(1) Carrying amount
  2021 2020 2021 2020 2021 2020
  Solaris(2) Exploration Ecuador - 26.5 $ - $ 132,026 $ - $ 22,287
  i-80 Gold Corp. Producing USA 30.0 -   113,536   -   110,307   -

(1)   The fair value of the Company’s interest in i-80 Gold includes the fair value of 56.0 million common shares. The common shares were valued based on the quoted market price per share at June 30, 2021 of C$2.51 per share, which is a Level 1 input in terms of IFRS 13.

(2)   At June 30, 2021, the Company’s investment in Solaris Shares is recognized within marketable securities and the Solaris Warrants in derivative assets (note 4(d)).

The following table summarizes the change in carrying amount of the Company’s investment in i-80 Gold:
       
  Balance - December 31, 2020     $ -
  Acquired in Premier Acquisition       79,001
  Shares acquired       30,211
  Share of net income       1,095
  Balance - June 30, 2021     $ 110,307
           

Immediately prior to the Premier Acquisition (note 4(a)), Premier completed the spin-out of i-80 Gold, a US-focused gold production and development company. The Company received 41.3 million shares in i-80 Gold through the Premier Acquisition, representing a 30% interest in i-80 Gold.

On April 7, 2021, the Company participated in the i-80 Gold private placement financing, purchasing 9,274,384 units at a price of C$2.60 per unit, for a total investment of $19.2 million (C$24.1 million). Each unit comprises one common share of i-80 Gold and one quarter of one common share purchase warrant. Each whole warrant entitles the Company to acquire one common share of i-80 Gold at a price of C$3.64 until September 18, 2022 (note 9(a)(ii)). Of the $19.2 million investment, the Company allocated $18.4 million to the shares and $0.8 million to the warrants.

During the three months ended March 31, 2021, the Company advanced $20.7 million to i-80 Gold as a loan. The loan was settled in exchange for the shares and warrants received in the private placement financing and a repayment by i-80 Gold of the remaining $1.5 million.

On May 27, 2021, the Company exercised its anti-dilution right under a support agreement dated April 7, 2021 between the Company and i-80 Gold to maintain its 30% ownership of i-80 Gold. The Company subscribed for 5,479,536 common shares of i-80 Gold at a price of C$2.60 per common share, for a total investment of $11.8 million (C$14.2 million).

 
                                   

 

 

  16 

 

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, tables expressed in thousands of United States dollars, except share and per share amounts)

For the three and six months ended June 30, 2021 and 2020

 

8.     Loans and borrowings
    Note  

June 30, 2021

 

 

December 31, 2020
  Credit Facility 8(a) $ 291,410 $ 289,910
  2020 Convertible Notes 8(b)   127,947   126,645
  2019 Convertible Notes 8(b)   130,172   128,686
             
        549,529   545,241
  Less: Current portion of loans and borrowings     (26,667)   (13,333)
  Non-current portion of loans and borrowings   $ 522,862 $ 531,908
 
(a)    Credit Facility

In March 2020, the Company amended its corporate revolving credit facility with a syndicate of lenders led by The Bank of Nova Scotia, Société Générale, Bank of Montreal and ING Capital LLC. The amended credit facility is comprised of a $400 million revolving loan (the “Revolving Facility”) and $100 million amortizing term loan (the “Term Loan”) (together, the “Credit Facility”). At June 30, 2021, the Company had drawn the full amount of the Term Loan and $200 million from the Revolving Facility.

The Credit Facility bears interest at an annual rate of LIBOR plus 2.5% to 3.75%, subject to certain leverage ratios. The Revolving Facility matures on March 8, 2024, at which date it must be repaid in full and the Term Loan matures on March 10, 2025 with quarterly repayments equal to 6.67% of principal beginning September 30, 2021 through to maturity.

The Credit Facility is secured by first-ranking security over all present and future property and assets of the Company. The Credit Facility is subject to standard conditions and covenants, including maintenance of a debt service coverage ratio, leverage ratio and minimum liquidity of $50 million. As at June 30, 2021, the Company is in compliance with these covenants.

(b)    Convertible Notes

In April 2019, the Company issued $139.7 million in Convertible Notes (the “2019 Notes”) to Mubadala Investment Company (“Mubadala”) and Pacific Road Resources Funds (“Pacific Road”). The 2019 Notes mature on March 10, 2024 and bear interest at a fixed rate of 5% per year payable quarterly in arrears. The 2019 Notes are convertible at the holder’s option into common shares of the Company at a fixed conversion price of $5.25 per share.

In March 2020, the Company issued $139.3 million in Convertible Notes (the “2020 Notes”) to Mubadala and Pacific Road. The 2020 Notes mature on March 10, 2025 and bear interest at a fixed rate of 4.75% per year payable quarterly in arrears. The 2020 Notes are convertible at the holder’s option into common shares of the Company at a fixed conversion price of $7.80 per share.

Holders may exercise their conversion option at any time, provided that the holder owns less than 20% of the outstanding common shares of the Company.

Security for the 2019 Notes and 2020 Notes includes a charge over all present and future property and assets of the Company and is subordinate to the Credit Facility.

 

  17 

 

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, tables expressed in thousands of United States dollars, except share and per share amounts)

For the three and six months ended June 30, 2021 and 2020

 

8.      Loans and borrowings (continued)
(c)     Loans and borrowings continuity
The following is a summary of the changes in loans and borrowings arising from investing and financing activities for the six months ended June 30, 2021:
       
  Balance - December 31, 2019   $ 264,049
  Debt assumed in Leagold Acquisition, including accrued interest     323,870
  $380 million draw from Credit Facility, net of deferred financing costs     372,682
  Debt component of Convertible Notes, net of deferred financing costs     124,622
  Repayment of debt and accrued interest     (547,463)
  Modification gain and transaction costs incurred on Credit Facility     (4,839)
  Accretion and accrued interest     12,320
  Balance - December 31, 2020   $ 545,241
  Debt assumed in Premier Acquisition     17,649
  Repayment of debt     (17,649)
  Interest paid     (10,745)
  Accretion and accrued interest     15,033
  Balance - June 30, 2021   $ 549,529
       
           

 

9.          Derivative instruments
(a)          Derivative assets  
The following is a summary of the Company’s derivative assets at June 30, 2021:
      Note

June 30,

2021

  Solaris Warrants     9(a)(i) $ 86,084
  i-80 Gold warrants     9(a)(ii)   631
          $ 86,715
(i)     Solaris Warrants
The Company holds 10,218,750 warrants that are each exercisable into one common share of Solaris, with exercise prices ranging from C$1.20 - C$6.75 per share, and with expiry dates ranging between November 2022 and May 2023. The fair value of the Solaris Warrants is determined using the Black Scholes option pricing model with the following weighted average assumptions:
        June 30,
2021
  Risk-free rate       0.34%
  Warrant expected life       1.78 years
  Expected volatility       71.4%
  Expected dividend       0.0%
  Strike price (C$)       $1.74
  Share price (C$)       $12.05
The fair value of the Solaris Warrants at June 30, 2021 was $86.1 million and was recognized as a non-current derivative asset. During the three and six months ended June 30, 2021, the Company recognized a gain of $21.4 million and $24.7 million (three and six months ended June 30, 2020 - nil), respectively, on revaluation of the Solaris Warrants in other income (expense).
                   

 

  18 

 

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, tables expressed in thousands of United States dollars, except share and per share amounts)

For the three and six months ended June 30, 2021 and 2020

 

9. Derivative instruments (continued)
(ii)         i-80 Gold warrants
The Company holds 2,318,596 warrants exercisable into one common share of i-80 Gold until September 18, 2022 (note 7). The fair value of the warrants is determined using the Black Scholes option pricing model with the following assumptions:
        June 30,
2021
  Risk-free rate       0.25%
  Warrant expected life       1.2 years
  Expected volatility       59.2%
  Expected dividend       0.0%
  Strike price (C$)       3.64
  Share price (C$)       2.51
The fair value of the i-80 Gold warrants at June 30, 2021 was $0.6 million and was recognized as a non-current derivative asset. During the three and six months ended June 30, 2021, the Company recognized a loss of $0.1 million (three and six months ended June 30, 2020 - nil), on revaluation of the i-80 Gold warrants in other income (expense).
(b)   Derivative liabilities
The following is a summary of the Company’s derivative liabilities at June 30, 2021 and December 31, 2020:
    Note

June 30,

2021

December 31,

2020

  Gold collars and forward contracts 9(b)(i) $ 48,679 $ 91,393
  Foreign exchange contracts 9(b)(ii)   4,897   12,507
  Equinox Gold warrant liability 9(b)(iii)   8,978   50,666
  Solaris warrant liability 4(d), 9(b)(iv)   14,314   -
  Stream Arrangement 9(b)(v)   37,548   -
        114,416   154,566
  Less: Current portion of derivative liabilities     (68,720)   (63,993)
  Non-current derivative liabilities   $ 45,696 $ 90,573
 
    (i)  Gold collars and forward contracts

As part of the Leagold Acquisition, the Company assumed gold collar contracts with put and call strike prices of $1,325 and $1,430 per ounce, respectively, for 3,750 ounces per month to September 2022. The Company also assumed forward contracts with an average fixed gold price of $1,350 per ounce for 4,583 ounces per month to September 2022. As of June 30, 2021, the Company had 56,260 ounces and 68,738 ounces remaining to be delivered under its gold collars and forward contracts, respectively.

The gold collars and forward contracts have not been designated as hedges and are recognized at fair value at the end of each reporting period with changes in fair value recognized in other expense.

                   

 

  19 

 

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, tables expressed in thousands of United States dollars, except share and per share amounts)

For the three and six months ended June 30, 2021 and 2020

 

9. Derivative instruments (continued)
The fair value of gold collars and forward contracts at June 30, 2021 was a liability of $48.7 million (December 31, 2020 - $91.4 million), of which $38.1 million was recognized as current derivative liabilities. For the six months ended June 30, 2021 and 2020, the Company recognized the following in other income (expense) (note 16):  
     

Three months ended

June 30,

 

Six months ended

June 30,

      2021   2020   2021   2020
  Realized loss on settlement of gold contracts $ 10,786 $ 7,021 $ 21,104 $ 9,621
  Unrealized (gain) loss on revaluation of gold contracts   (647)   37,599   (42,715)   13,923
    $ 10,139 $ 44,620 $ (21,611) $ 23,544
(ii)    Foreign exchange contracts
Certain of the Company’s expenditures at its Brazilian and Mexican operations are denominated in the Brazilian Réal (“BRL”) and the Mexican Peso (“MXP”), respectively. The Company has implemented a foreign currency exchange risk management program to reduce its exposure to fluctuations in the value of the BRL and MXP relative to the US dollar.
As at June 30, 2021, the Company had in place USD:BRL and USD:MXP put and call options with the following notional amounts, weighted average rates and maturity dates:
    USD notional amount

Call options’

weighted average

strike price

Put options’

weighted average

strike price

  Currency   Within 1 year   1-2 years
  BRL $ 188,190 $ 8,297 4.68 5.42
  MXP   62,000   3,000 20.64 23.83

The foreign exchange contracts have not been designated as hedges and are recognized at fair value at the end of each reporting period with changes in fair value recognized in other expense. The Company entered into these contracts at no premium and therefore incurred no investment costs at inception.

The fair value of foreign exchange contracts at June 30, 2021 was a liability of $4.9 million (December 31, 2020 - $12.5 million), of which $4.5 million was recorded as current derivative liabilities. For the three and six months ended June 30, 2021, the Company recognized the following in other income (expense) (note 16):

     

Three months ended

June 30,

 

Six months ended

June 30,

      2021   2020   2021   2020
  Realized loss on settlement of foreign exchange contracts $ - $ - $ - $ 251
  Unrealized (gain) loss on revaluation of foreign exchange contracts   (18,954)   4,050   (7,610)   22,557
    $ (18,954) $ 4,050 $ (7,610) $ 22,808
                               

 

  20 

 

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, tables expressed in thousands of United States dollars, except share and per share amounts)

For the three and six months ended June 30, 2021 and 2020

 

9. Derivative instruments (continued)
(iii)    Equinox Gold warrant liability

The Equinox Gold warrants were not issued for goods or services rendered and the functional currency of the Company is the US dollar. As the exercise price of the Company’s share purchase warrants is fixed in Canadian dollars, these warrants are considered a derivative since a variable amount of cash in the Company’s functional currency will be received on exercise. Accordingly, the Equinox Gold warrants are classified and accounted for as a derivative liability at fair value through net income or loss.

The fair value of the warrants is determined using the Black Scholes option pricing model at the period-end date or the market price on the TSX for warrants that are trading.

    Note    
  Balance - December 31, 2020   $ 50,666
  Issued in Premier Acquisition 4(a)   505
  Warrants exercised     (4,097)
  Change in fair value 16   (38,096)
  Balance - June 30, 2021   $ 8,978
 
The fair value of non-traded warrants was calculated with the following weighted average assumptions:
    June 30,
2021
  December 31,
2020
  Risk-free rate   0.21%   0.2%
  Warrant expected life   0.9 years   1.0 years
  Expected volatility   42.7%   47.1%
  Expected dividend   0.0%   0.0%
  Share price (C$)   $11.08   $14.02
The fair value of traded warrants was based on the market price of C$0.06 per warrant on June 30, 2021 (December 31, 2020 - C$0.58).
(iv)   Solaris warrant liability
The fair value of the Solaris warrant liability is determined using the Black Scholes option pricing model at the period-end date, using the following weighted average assumptions:
        June 30,
2021
  Risk-free rate       0.2%
  Warrant expected life       0.8 years
  Expected volatility       60.3%
  Expected dividend       0.0%
  Share price (C$)       $12.05
 
             

 

  21 

 

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, tables expressed in thousands of United States dollars, except share and per share amounts)

For the three and six months ended June 30, 2021 and 2020

 

9. Derivative instruments (continued)
(v)      Stream Arrangement

In connection with the acquisition of Premier (note 4(a)), the Company assumed obligations under a gold prepay and silver stream arrangement with a third party (the “Stream Arrangement”).

Under the terms of the agreement, the Company is required to deliver 1,000 troy ounces of gold quarterly, subject to adjustment based on the market price of gold, until the Company has delivered a total of 9,000 ounces. At June 30, 2021, the Company has delivered 959 troy ounces of gold towards the Stream Arrangement.

In addition, under the terms of the Stream Arrangement, the Company is required to deliver 100% of the silver production from the Mercedes Mine until the delivery of 3.75 million ounces, and 30% of silver production thereafter at a price equal to 20% of the prevailing silver price at the time of delivery. The Company is required to deliver a minimum of 300,000 ounces of silver in each calendar year until 2.1 million ounces of silver in aggregate have been delivered. At June 30, 2021, the Company has delivered 28,272 ounces of silver towards the Stream Arrangement.

The Stream Arrangement was determined to be a derivative liability. At June 30, 2021, the fair value of the derivative liability associated with the Stream Arrangement was as follows:

    Note    
  Balance - December 31, 2020   $ -
  Assumed in Premier Acquisition 4(a)   40,369
  Gold and silver delivered     (2,397)
  Change in fair value 16   (424)
  Balance - June 30, 2021   $ 37,548
 
At June 30, 2021, $9.7 million has been recognized as a current derivative liability.

 

 

10. Leases
(a)      Right-of-use assets  
      Plant and equipment   Other
  Balance - December 31, 2020 $ 16,383 $ 586
  Additions   39,763   -
  Depreciation   (5,426)   (276)
  Balance - June 30, 2021 $ 50,720 $ 310
 
(a)    Lease liabilities
     

June 30,

2021

 

December 31,

2020

  Current lease liabilities included in other current liabilities $ 18,088 $ 8,935
  Non-current lease liabilities included in other long-term liabilities   31,388   9,949
    $ 49,476 $ 18,884
 

 

  22 

 

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, tables expressed in thousands of United States dollars, except share and per share amounts)

For the three and six months ended June 30, 2021 and 2020

 

10. Leases (CONTINUED)
In February 2021, the Company entered into a new three-year lease agreement for the use of mining equipment to replace part of the Company’s mining fleet at Mesquite. The equipment was delivered between February and May 2021. The Company makes quarterly fixed payments for the usage of the assets during the contract period. On delivery of the trucks, the Company recognized a total of $39.8 million as a right-of-use asset and related lease liability.

 

 

 

 

 

 

 

 

11. SHARE Capital

 

 

 

 

 

 

    (a)   Authorized and issued  
The Company is authorized to issue an unlimited number of common shares with no par value.
(b)   Share issuances
On April 7, 2021, the Company completed a non-brokered private placement issuing 7,489,000 common shares of the Company at a price of C$10.00 per share for gross proceeds of C$75.0 million. Certain of the Company’s executives and directors subscribed for C$40.4 million in common shares, which is a related party transaction.  
(c)   Share based compensation plans
(i)  Share purchase options
     A summary of the Company’s share purchase options is as follows:
      Shares issuable on exercise of options Weighted
average exercise
price (C$)
  Outstanding - December 31, 2020   2,919,070 $ 7.09
  Issued in Premier Acquisition   2,813,747   7.27
  Exercised   (1,652,721)   5.81
  Expired/forfeited   (70,900)   10.23
  Outstanding - June 30, 2021   4,009,196 $ 7.65
     At June 30, 2021, the Company had the following options issued and outstanding:
  Options Outstanding   Options Exercisable
  Range of exercise price (C$) Number of options   Weighted
average
exercise price
(C$)
Weighted
average
remaining
contractual
life (years)
  Number of options   Weighted
average
exercise
price (C$)
  $1.89 - $2.99 33,100 $ 1.89 5.03   33,100 $ 1.89
  $3.00 - $4.99 523,380   4.56 3.69   523,380   4.56
  $5.00 - $6.99 1,724,939   5.55 1.94   1,719,485   5.55
  $7.00 - $8.99 640,284   8.61 0.84   640,284   8.61
  $9.00 - $17.15 1,087,493   12.08 1.32   1,009,393   12.10
    4,009,196         3,925,642    
     The weighted average exercise price of options exercisable at June 30, 2021, was C$7.57.
                       

 

  23 

 

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, tables expressed in thousands of United States dollars, except share and per share amounts)

For the three and six months ended June 30, 2021 and 2020

 

11. SHARE CAPITAL (CONTINUED)

 

(ii) Restricted share units
   
  Equity settled RSUs
   
 

During the six months ended June 30, 2021, the Company granted 0.5 million Restricted Share Units (“RSUs”) (six months ended June 30, 2020 - 0.4 million) and 0.2 million Performance Restricted Share Units (“pRSUs”) (six months ended June 30, 2020 - 0.2 million) to directors, officers and employees. The Company does not issue pRSUs to independent directors. The fair value of RSUs was determined based on the Company’s share price on the date of grant. The weighted average share price for RSUs granted during the six months ended June 30, 2021 was C$12.80 (six months ended June 30, 2020 - C$11.17).  

 

  The pRSUs vest in two tranches and the number of shares issued will range from 0% to 200% of the grant based on the achievement of gold production targets and total shareholder return compared to the S&P Gold Miners Index over a three-year period. Compensation expense related to the pRSUs with the gold production performance condition is recorded over the three-year vesting period and the amount is adjusted at each reporting period to reflect the change in quoted market value of the Company’s common shares, the number of pRSUs expected to vest, and the expected performance factor. Compensation expense for the pRSUs which vest based on the market condition is recorded over the three year vesting period based on the fair value on the grant date.
   
  A continuity table of the equity settled RSUs and pRSUs outstanding is as follows:
    RSUs pRSUs  
  Outstanding - December 31, 2020 709,706 1,145,300  
  Granted 514,546 251,155  
  Settled (353,030) -  
  Forfeited (36,436) (1,100)  
  Outstanding - June 30, 2021 834,786 1,395,355  
           

 

 

Cash settled RSUs

 

During the six months ended June 30, 2021, the Company granted 0.1 million cash-settled RSUs (six months ended June 30, 2020 - 0.1 million) with a weighted average grant date fair value of C$12.80 (six months ended June 30, 2020 - C$15.18).

 

A continuity table of the cash settled RSUs outstanding is as follows:


 

    RSUs pRSUs  
  Outstanding - December 31, 2020 144,800 -  
  Granted 67,800 7,700  
  Settled (99,350) -  
  Outstanding - June 30, 2021 113,250 7,700  
  The total fair value of cash settled RSUs outstanding as at June 30, 2021 was $0.4 million (December 31, 2020 - $1.2 million) and is included in other liabilities.

 

 

  24 

 

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, tables expressed in thousands of United States dollars, except share and per share amounts)

For the three and six months ended June 30, 2021 and 2020

 

11. SHARE CAPITAL (CONTINUED)

 

(iii) Performance share units
   
  In March 2020, the Company issued 369,915 replacement PSUs in the Leagold Acquisition, which are settled in cash. The PSUs vest in one tranche and the number of shares issued will range from 50% to 150% of the grant based on the achievement of total shareholder return compared to the VanEck Vectors Junior Gold Miners ETF (“GDXJ”) Index over a three-year period. Compensation expense related to the PSUs is recognized over the remaining vesting period and the amount is adjusted at each reporting period to reflect the change in quoted market value of the Company’s common shares, the number of PSUs expected to vest, and the expected performance factor. All unvested PSUs expire on December 31, 2021.
   
  A continuity table of the PSUs outstanding is as follows:

      PSUs outstanding
  Outstanding - December 31, 2020   273,205
  Settled   (48,355)
  Outstanding - June 30, 2021   224,850

 

  The total fair value of PSUs outstanding as at June 30, 2021 was $1.5 million (December 31, 2020 - $2.3 million) and is included in other current liabilities.
   
(iv) Deferred share units
   
  Under the terms of the Equinox Gold DSU Plan (“DSU Plan”), non-executive directors may elect to receive all or a portion of their annual compensation in the form of deferred share units (“DSUs”) which are linked to the value of the Company’s common shares. DSUs are issued on a quarterly basis under the terms of the DSU Plan, based on the five-day volume weighted average trading price of the Company’s common shares at the date of grant. DSUs vest immediately and are redeemable in cash for 90 days from the date a director ceases to be a member of the Board.
   
  During the six months ended June 30, 2021, the Company granted 0.1 million (six months ended June 30, 2020 - 0.3 million) DSUs with a weighted average grant date fair value of C$11.28 (June 30, 2020 grants - weighted average grant date fair value of C$10.51).
   
  A continuity table of the DSUs outstanding is as follows:

 

      DSUs outstanding
  Outstanding - December 31, 2020   125,437
  Granted   19,384
  Outstanding - June 30, 2021   144,821

 

  The total fair value of DSUs outstanding as at June 30, 2021 was $1.0 million (December 31, 2020 - $1.3 million) and is included in other liabilities.

 

 

 

 

 

  25 

 

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, tables expressed in thousands of United States dollars, except share and per share amounts)

For the three and six months ended June 30, 2021 and 2020

 

11. SHARE CAPITAL (CONTINUED)

 

(v) Share purchase warrants
  A continuity of the Company’s share purchase warrants is as follows:

 

      Shares issuable on exercise of warrants Weighted average exercise price (C$)
  Outstanding - December 31, 2020   19,025,158 $ 14.00
  Issued in Premier Acquisition   393,400   10.42
  Exercised   (1,215,050)   8.07
  Expired   (10,520)   12.17
  Outstanding - June 30, 2021   18,192,988 $ 14.32

 

  At June 30, 2021, the Company had the following share purchase warrants issued and outstanding:

 

  Range of exercise price (C$)(1)

Shares issuable on exercise

of warrants

Weighted average exercise price (C$)(1) Expiry dates
  $5.05 - $9.99 614,117   5.30 December 2022 - May 2023
  $10.00 - $14.99 1,562,212   10.87 August 2021 - March 2022
  $15.00 16,016,659   15.00 October 2021
    18,192,988      

(1) 17,137,588 warrants with a weighted average exercise price of $14.54 are exercisable into one common share of Equinox Gold and one-quarter of a share of Solaris. Equinox Gold will receive six-tenths of the proceeds from the exercise of each of these warrants and the remaining proceeds will be paid to Solaris.
   

 

(vi) Share based compensation plans
   
  The following table summarizes share-based compensation expense for the period:

 

   

Three months ended

June 30,

Six months ended

June 30,

      2021   2020   2021   2020
  Share purchase option expense $ 1,436 $ 135 $ 1,586 $ 244
  RSU expense   1,262   638   2,553   1,138
  PSU expense   1,513   2,011   506   1,881
  DSU (recovery) expense   (147)   1,155   (463)   792
                   
  Total compensation expense $ 4,064 $ 3,939 $ 4,182 $ 4,055
                   
  Compensation expense included in:                
  General and administration $ 3,751 $ 3,207 $ 3,648 $ 3,306
  Operating expenses   273   576   485   551
  Exploration   (1)   156   8   198
  Construction-in-progress   41   -   41   -
    $ 4,064 $ 3,939 $ 4,182 $ 4,055

 

 

 

  26 

 

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, tables expressed in thousands of United States dollars, except share and per share amounts)

For the three and six months ended June 30, 2021 and 2020

 

12. REvenue
(a)   Gold offtake arrangement  
As part of the Leagold Acquisition, the Company assumed offtake arrangements with Orion Mine Finance (“Orion”) that provide for gold offtake of 50% of the gold production from Los Filos and 35% of the gold production from the Fazenda, RDM and Santa Luz mines at market prices, until a cumulative delivery of 1.1 million ounces and 0.7 million ounces, respectively, to Orion has been achieved. As at June 30, 2021, a total of 0.4 million ounces had been delivered to Orion under the terms of the offtake arrangements.
(b)   Silver streaming arrangement
As part of the Leagold Acquisition, the Company assumed a silver streaming agreement with Wheaton Precious Metals Corp. (“WPM”) under which the Company must sell to WPM a minimum of 5 million payable silver ounces produced by Los Filos from August 5, 2010 to the earlier of the termination of the agreement and October 15, 2029 at the lesser of $3.90 per ounce and the prevailing market price, subject to an inflationary adjustment.  The contract price is revised each year on the anniversary date of the contract and at June 30, 2021 was $4.46 per ounce. As at June 30, 2021, a total of 2.0 million ounces had been delivered to WPM under the terms of the streaming agreement.

 

13.    operating expenses
Operating expenses consist of the following components by nature:
   

Three months ended

June 30,

Six months ended

June 30,

      2021   2020   2021   2020
  Raw materials and consumables $ 54,225 $ 47,589 $ 118,544 $ 79,477
  Salaries and employee benefits   43,683   24,406   57,419   37,914
  Contractors   22,867   20,051   48,357   32,587
  Repairs and maintenance   13,047   9,218   24,320   14,830
  Site administration   6,795   5,969   32,159   19,753
  Royalties   5,213   5,355   10,940   9,647
                   
    $ 145,830 $ 112,588 $ 291,739 $ 194,208
  Change in inventories   (5,987)   441   (5,097)   (4,690)
  Total operating expenses $ 139,843 $ 113,029 $ 286,642 $ 189,518
                   

 

14.     Care and Maintenance

Care and maintenance costs for the three and six months ended June 30, 2021 includes $7.2 million and $9.2 million, respectively, of costs incurred at Los Filos relating to a delayed restart in the first quarter of 2021 after a community blockade was lifted in December 2020 and the temporary suspension of operations at Los Filos as the result of a community blockade in June 2021.

Included in care and maintenance for the three and six months ended June 30, 2020, was $16.0 million and $16.9 million, respectively, in mine standby costs resulting from government mandated shutdowns due to the COVID-19 pandemic at its operations in Mexico (three and six months ended June 30, 2020 - $14.4 million) and certain of those in Brazil (three months ended June 30, 2020 - $1.6 million; six months ended June 30, 2020 - $2.5 million).

In addition, the Company’s Santa Luz mine incurred $0.8 million and $0.9 million in care and maintenance costs for the three and six months ended June 30, 2020, prior to approval of construction by the Board of Directors in November 2020.

 

 

  27 

 

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, tables expressed in thousands of United States dollars, except share and per share amounts)

For the three and six months ended June 30, 2021 and 2020

 

15.    General and administration
General and administration expenses for the Company consists of the following components by nature:
     

Three months ended

June 30,

Six months ended

June 30,

    Note   2021   2020   2021   2020
  Salaries and benefits   $ 3,470 $ 1,801 $ 5,894 $ 3,365
  Share-based compensation 11(c)(vi)   3,751   3,207   3,648   3,306
  Professional fees 4(a)   4,533   2,065   6,910   5,156
  Office and other expenses     3,368   2,254   5,860   3,950
  Amortization     368   231   537   416
  Total general and administration   $ 15,490 $ 9,558 $ 22,849 $ 16,193

 

16.   Other income (Expense)
Other income (expense) consists of the following components:
     

Three months ended

June 30,

Six months ended

June 30,

    Note   2021   2020   2021   2020
  Foreign exchange (loss) gain   $ (5,652) $ 5,664 $ (4,497) $ 13,392
  Realized and unrealized (loss) gain on gold contracts 9(b)(i)   (10,139)   (44,620)   21,611   (23,544)
  Realized and unrealized gain (loss) on foreign exchange contracts 9(b)(ii)   18,954   (4,050)   7,610   (22,808)
  Change in fair value of warrants 4(d), 9   24,016   (48,838)   57,316   (38,738)
  Gain on sale of investments 4(d)   50,300   -   50,300   -
  Gain on reclassification of investment in Solaris 4(d)   186,067   -   186,067   -
  Gain on disposal of subsidiary 4(c)   45,419   -   45,419   -
  Loss on disposal of mineral properties, plant and equipment     (2,721)   -   (4,371)   -
  Income (loss) from investment in associate     356   (422)   (2,304)   (1,426)
  Other expense     (2,488)   (1,264)   (6,364)   (4,790)
  Total other income (expense)   $ 304,112 $ (93,530) $ 350,787 $ (77,914)

 

 

  28 

 

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, tables expressed in thousands of United States dollars, except share and per share amounts)

For the three and six months ended June 30, 2021 and 2020

 

17. SEGMENT INFORMATION

 

  Three months ended June 30, 2021
    Revenue

Operating

expenses

Depreciation

and depletion

Exploration

expenses

Other

Income

(loss) from

operations

  Mesquite $ 44,760 $ (27,844) $ (4,536) $ (3) $ - $ 12,377
  Aurizona   49,912   (25,331)   (7,702)   (909)   -   15,970
  Los Filos   50,604   (49,389)   (8,121)   (85)   (7,137)   (14,128)
  Fazenda   23,608   (12,541)   (6,690)   (1,665)   -   2,712
  RDM   24,982   (13,007)   (3,823)   (10)   -   8,142
  Other operating mines(1)   32,357   (11,731)   (9,931)   (246)   (1)   10,448
  Greenstone   -   -   -   -   (1,032)   (1,032)
  Development projects(2)   -   -       (1,701)   -   (1,701)
  Corporate and other   -   -   -   (103)   (14,486)   (14,589)
    $ 226,223 $ (139,843) $ (40,803) $ (4,722) $ (22,656) $ 18,199

(1)       Includes Castle Mountain, Pilar and Mercedes, which was acquired on April 7, 2021.

(2)       Includes Santa Luz, which was acquired on March 10, 2020.

  Three months ended June 30, 2020
    Revenue

Operating

expenses

Depreciation

and depletion

Exploration

expenses

Other

Income

(loss) from

operations

  Mesquite $ 67,298 $ (36,223) $ (5,875) $ - $ - $ 25,200
  Aurizona   45,846   (21,395)   (10,013)   (1,401)   -   13,037
  Los Filos   30,687   (22,693)   (1,538)   (83)   (18,667)   (12,294)
  Fazenda   24,103   (11,845)   (5,879)   -   -   6,379
  RDM   32,455   (12,932)   (8,461)   -   -   11,062
  Other operating mines(1)   14,998   (7,941)   (3,434)   -   (1,945)   1,678
  Development projects(2)   -   -   -   (2,465)   (949)   (3,414)
  Corporate and other   -   -   -   -   (9,558)   (9,558)
    $ 215,387 $ (113,029) $ (35,200) $ (3,949) $ (31,119) $ 32,090

(1)       Includes Pilar, which was acquired March 10, 2020.

(2)       Includes Castle Mountain and also Santa Luz, which was acquired on March 10, 2020.

 

  29 

 

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, tables expressed in thousands of United States dollars, except share and per share amounts)

For the three and six months ended June 30, 2021 and 2020

 

17. SEGMENT INFORMATION (CONTINUED)

 

  Six months ended June 30, 2021
    Revenue

Operating

expenses

Depreciation

and depletion

Exploration

expenses

Other

Income

(loss) from

operations

  Mesquite $ 86,189 $ (52,795) $ (8,633) $ - $ - $ 24,761
  Aurizona   108,074   (48,117)   (17,369)   (1,650)   -   40,938
  Los Filos   101,340   (106,327)   (15,658)   (170)   (8,226)   (29,041)
  Fazenda   54,370   (25,046)   (15,571)   (2,945)   -   10,808
  RDM   53,041   (27,846)   (9,774)   (74)   -   15,347
  Other operating mines(1)   52,911   (26,511)   (12,457)   (814)   (924)   12,205
  Greenstone   -   -   -   -   (1,032)   (1,032)
  Development projects(2)   -   -   -   (1,933)   (397)   (2,330)
  Corporate and other   -   -   -   (103)   (21,448)   (21,551)
    $ 455,925 $ (286,642) $ (79,462) $ (7,689) $ (32,027) $ 50,105

(1)       Includes Castle Mountain, Pilar and Mercedes, which was acquired on April 7, 2021.

(2)       Includes Santa Luz, which was acquired on March 10, 2020.

  Six months ended June 30, 2020
    Revenue

Operating

expenses

Depreciation

and depletion

Exploration

expenses

Other

Income

(loss) from

operations

  Mesquite $ 124,819 $ (68,336) $ (10,269) $ (3) $ - $ 46,211
  Aurizona   94,554   (46,616)   (19,313)   (1,978)   -   26,647
  Los Filos   42,244   (34,323)   (4,163)   (104)   (18,667)   (15,013)
  Fazenda   29,206   (15,939)   (6,930)   -   -   6,337
  RDM   36,751   (14,746)   (8,288)   -   (944)   12,773
  Other operating mines(1)   17,848   (9,558)   (3,157)   -   (1,945)   3,188
  Development projects(2)   -   -   -   (4,508)   (949)   (5,457)
  Corporate and other   -   -   -   -   (16,193)   (16,193)
    $ 345,422 $ (189,518) $ (52,120) $ (6,593) $ (38,698) $ 58,493

(1)       Includes Pilar, which was both acquired March 10, 2020.

(2)       Includes Castle Mountain and also Santa Luz, which was acquired on March 10, 2020.

Information about the carrying amount of the Company’s assets and liabilities by operating segment is detailed below:
      Total assets   Total liabilities
      June 30, December 31,   June 30, December 31,
      2021   2020   2021   2020
  Los Filos $ 1,109,875 $ 1,066,378 $ (285,866) $ (271,712)
  Aurizona   353,383   338,792   (39,573)   (49,261)
  Mesquite   306,726   262,758   (71,565)   (36,032)
  Fazenda   190,041   180,397   (41,603)   (52,261)
  RDM   121,128   144,025   (40,635)   (42,146)
  Other operating mines   365,124   268,275   (88,936)   (45,059)
  Greenstone   425,607   -   (107,230)   -
  Santa Luz   209,779   209,215   (14,980)   (10,605)
  Corporate and other   627,332   203,560   (669,410)   (717,801)
    $ 3,708,995 $ 2,673,400 $ (1,359,198) $ (1,224,877)
Information about the Company’s non-current assets by jurisdiction is detailed below:
              June 30, December 31,
              2021   2020
  Mexico         $ 1,039,159 $ 919,464
  Brazil           697,989   686,804
  Canada           673,146   28,014
  United States           461,786   393,094
            $ 2,872,080 $ 2,027,376
                                         

 

 

 

  30 

 

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, tables expressed in thousands of United States dollars, except share and per share amounts)

For the three and six months ended June 30, 2021 and 2020

 

18. BASIC AND DILUTED EARNINGS PER SHARE

 

  Information about the Company’s earnings per share (“EPS”), calculated on a basic and diluted basis, is detailed below:

 

    Three months ended
    June 30, 2021   June 30, 2020
    Weighted average shares outstanding Net income Earnings per share   Weighted average shares outstanding Net Income (loss) Earnings (loss) per share
  Basic EPS 295,027,749 $ 325,736 $ 1.10   227,940,632 $ (77,768) $ (0.34)
  Dilutive share options 1,453,424   -       -   -    
  Dilutive RSUs 1,707,062   -       -   -    
  Dilutive convertible notes 44,458,210   4,318       -   -    
  Dilutive warrants 986,436   (336)       -   -    
  Diluted EPS 343,632,881 $ 329,718 $ 0.96   227,940,632 $ (77,768) $ (0.34)
                         

 

  For the three months ended June 30, 2021, 17.9 million warrants and 0.4 million options (three months ended June 30, 2020 - 16.2 million warrants, 0.3 million options and 44.4 million shares issuable for convertible notes) were anti-dilutive.

 

    Six months ended
    June 30, 2021   June 30, 2020
    Weighted average shares outstanding Net income Earnings per share   Weighted average shares outstanding Net Income (loss) Earnings (loss) per share
  Basic EPS 268,946,914 $ 376,053 $ 1.40   182,970,592 $ (72,186) $ (0.39)
  Dilutive share options 1,381,982   -       -   -    
  Dilutive RSUs 1,743,483   -       -   -    
  Dilutive convertible notes 44,458,210   8,635       -   -    
  Dilutive warrants 1,231,959   (5,859)       -   -    
  Diluted EPS 317,762,548 $ 378,829 $ 1.19   182,970,592 $ (72,186) $ (0.39)
                       
                               

 

  For the six months ended June 30, 2021, 16.5 million warrants and 0.4 million options (six months ended June 30, 2020 - 16.2 million warrants, 0.4 million options and 37.6 million shares issuable for convertible notes) were anti-dilutive.

 

 

 

  31 

 

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, tables expressed in thousands of United States dollars, except share and per share amounts)

For the three and six months ended June 30, 2021 and 2020

 

19.   Supplemental Cash Flow Information
 
Changes in non-cash working capital for the three and six months ended June 30, are as follows:  
   

Three months ended

June 30,

Six months ended

June 30,

 
      2021   2020   2021   2020  
  Accounts receivable and other assets $ (11,282) $ 10,676 $ (7,560) $ 6,700  
  Inventory   (4,185)   13,753   11,517   17,402  
  Accounts payable and accrued liabilities   3,991   9,589   3,034   (17,875)  
  Net change in working capital $ (11,476) $ 34,018 $ 6,991 $ 6,227  
 
During the three and six months ended June 30, the Company conducted the following non-cash investing and financing transactions:
   

Three months ended

June 30,

Six months ended

June 30,

 
      2021   2020   2021   2020  
  Non-cash changes in accounts payable in relation to capital expenditures $ 6,070 $ 150 $ 615 $ (4,055)  
  Right-of-use assets recognized (note 10(a))   11,919   13,446   39,763   13,446  
  Shares, options, warrants, DSUs and PSUs issued in business combinations   408,273   -   408,273   764,083  

 

20. Financial Instrument Risk Exposure and Risk Management

Market risk is the risk that changes in market factors, such as foreign exchange, commodity prices or interest rates will affect the value of the Company’s financial instruments. Market risks are managed by either accepting the risk or mitigating it through the use of derivatives and other economic hedges. As at June 30, 2021, there are no substantial changes to the market risk described in Note 28: Financial Instrument Risk Exposure and Risk Management to the Company’s Consolidated Annual Financial Statements, except for those described below:

The Company’s functional currency is the US dollar. The acquisition of Premier on April 7, 2021 (note 4(a)) included assets and liabilities denominated in the Canadian Dollar and Mexican Peso, which increased the Company’s exposure to currency risk on the related transactions and balances.

The Company manages its exposure to fluctuations in commodity prices, and foreign exchange rates by entering into derivative financial instruments from time to time, in accordance with the Company's risk management policy. Details of these contracts are included in Note 9.

 

 

  32 

 

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, tables expressed in thousands of United States dollars, except share and per share amounts)

For the three and six months ended June 30, 2021 and 2020

 

21.   Fair value measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The fair value hierarchy establishes three levels in which to classify the inputs of valuation techniques used to measure fair values. 

Level 1 - quoted market prices (unadjusted) in active markets for identical assets or liabilities. 

Level 2 - inputs other than quoted market prices included in Level 1 that are observable for the asset or liability, either directly, such as prices, or indirectly (derived from prices). 

Level 3 - inputs are unobservable (supported by little or no market activity) such as non-corroborative indicative prices for a particular instrument provided by a third party. 

As at June 30, 2021, marketable securities and listed Equinox Gold warrants of the Company are measured at fair value using Level 1 inputs. The fair value of the investment in i-80 Gold for disclosure purposes also uses Level 1 inputs. Non-listed Equinox Gold warrants, Solaris Warrants, i-80 Gold warrants, Solaris warrant liability, gold collars and forward contracts and foreign exchange collars are measured at fair value using Level 2 inputs. The fair value of the long-term receivables, Convertible Notes and Revolving Facility, for disclosure purposes, are determined using Level 2 inputs. The fair value of the Stream Arrangement and contingent obligation are measured at fair value using Level 3 inputs. There were no transfers between fair value levels during the six months ended June 30, 2021.

The carrying values of cash and cash equivalents, accounts receivable, reclamation bond, and accounts payable and accrued liabilities approximate fair value due to their short terms to maturity.

The fair value of marketable securities and the investment in i-80 Gold is measured based on the quoted market price of the related common shares at each reporting date.

The fair value of the listed Equinox Gold warrants is measured based on the quoted market price of the warrants at each reporting date. The fair values of the non-listed Equinox Gold warrants, Solaris Warrants, i-80 Gold warrants and Solaris warrant liability are determined using an option pricing formula (note 9).

The fair value of gold collars and forwards swap contracts is measured based on forward gold prices and the fair value of foreign exchange contracts is measured based on forward foreign exchange rates.

The fair value of the long-term receivables, Convertible Notes and Credit Facility for disclosure purposes is determined using discounted cash flows based on the expected amounts and timing of the cash flows discounted using a market rate of interest adjusted for appropriate credit risk. The fair value of Convertible Notes includes the fair value of the conversion option (note 8(b)) determined using an option pricing formula.

The fair value of the Stream Arrangement is determined based on the net present value of the expected future cash flows and a discount rate that includes the risk premium that market participants require (note 9(b)(v)).

The fair value of the contingent obligation is determined based on the net present value of the projected cash outflows associated with the contingent payments at the milestone dates using a market-based discount rate that reflects the risk associated with the delivery of the contingent consideration.

 

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Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, tables expressed in thousands of United States dollars, except share and per share amounts)

For the three and six months ended June 30, 2021 and 2020

 

21. FAIR VALUE MEASUREMENTS (CONTINUED)
The following table provides the fair value of each classification of financial instrument:
      June 30,   December 31,
      2021   2020
           
  Loans and receivables:        
  Cash and cash equivalents $ 333,923 $ 344,926
  Restricted cash   12,562   3,210
  Trade receivables   6,360   17,212
  Receivable from asset sales   17,265   6,429
  Long-term receivables   4,219   5,768
  Reclamation bonds and other receivables   136   136
  Financial assets at FVTPL:        
  Marketable securities   2,067   3,121
  Derivative assets   86,715   -
  Financial assets at FVOCI:        
  Marketable securities   177,916   -
  Total financial assets $ 641,163 $ 380,802
           
  Financial liabilities at FVTPL:        
  Traded warrants $ 3,879 $ 36,455
  Non-listed warrants   5,099   14,211
  Gold collars and forward contracts   48,679   91,393
  Foreign exchange contracts   4,897   12,507
  Cash settled equity awards   1,370   4,831
  Stream arrangement   37,548   -
  Contingent obligation   9,235   -
  Other:        
  Accounts payable and accrued liabilities   129,002   119,641
  Convertible Notes(1)   394,419   521,873
  Credit Facility   301,031   300,599
  Total financial liabilities $ 935,159 $ 1,101,510
(1)    At June 30, 2021, the fair value of Convertible Notes represents the fair value of the debt component of $278.8 million (December 31, 2020 - $281.5 million) and the fair value of the equity component of $115.6 million (December 31, 2020 - $240.4 million).

 

 

 

 

  34 

 

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, tables expressed in thousands of United States dollars, except share and per share amounts)

For the three and six months ended June 30, 2021 and 2020

 

22. Commitments and contingencies
At June 30, 2021, the Company had the following contractual obligations outstanding which are expected to be settled in the time periods indicated:  
      Total   Within 1
year
  1-2 years   2-3 years   3-4
years
  4-5 years   Thereafter
  Loans and borrowings and accrued interest $ 644,225 $ 49,075 $ 47,849 $ 383,167 $ 164,134 $ - $ -
  Accounts payable and accrued liabilities   129,002   129,002   -   -   -   -   -
  Reclamation obligations(1)   186,745   5,161   10,005   11,971   15,698   19,981   123,929
  Purchase commitments   96,126   88,777   6,459   867   9   8   6
  Gold contracts   48,679   38,147   10,532   -   -   -   -
  Foreign exchange contracts   4,897   4,539   358   -   -   -   -
  Lease commitments   54,948   22,128   16,625   15,450   723   6   16
  Total $ 1,164,622 $ 336,829 $ 91,828 $ 411,455 $ 180,564 $ 19,995 $ 123,951
(1) Amount represents undiscounted future cash flows.

Due to the nature of the Company’s operations, various legal, tax, environmental and regulatory matters are outstanding from time to time. By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. The assessment of contingencies inherently involves the exercise of significant judgement and estimates of the outcome of future events. While the outcomes of these matters are uncertain, based upon the information currently available, the Company does not believe that these matters in aggregate will have a material adverse effect on its consolidated financial statements. In the event that management’s estimate of the future resolution of these matters changes, the Company will recognize the effect of these changes in its consolidated financial statements in the period in which such changes occur.

The Company is a defendant in various lawsuits and legal actions, including for alleged fines, taxes and labour related matters in the jurisdictions in which it operates. Management regularly reviews these lawsuits and legal actions with outside counsel to assess the likelihood that the Company will ultimately incur a material cash outflow to settle the claim. To the extent management believes it is probable that a cash outflow will be incurred to settle the claim, a provision for the estimated settlement amount is recorded. At June 30, 2021, the Company recognized a legal provision for these items totaling $12.3 million (December 31, 2020 - $13.2 million) which is included in other long-term liabilities.

The Company is contesting federal income and municipal VAT assessments in Brazil. Brazilian courts often require a taxpayer to post cash or a guarantee for the disputed amount before hearing a case. It can take up to five years to complete an appeals process and receive a final verdict. The Company may in the future have to post security, by way of cash, insurance bonds or equipment pledges, with respect to certain federal income and municipal tax assessments being contested, the amounts and timing of which are uncertain. The Company and its advisor believe the federal income and municipal tax assessments under appeal are wholly without merit and no provision has been recorded with respect to these matters.

In certain jurisdictions where the Company operates, entities that are exporters are permitted to maintain offshore bank accounts and are required to register all transactions resulting in deposits into and payments out of those accounts. The Company has identified that in certain instances it has not registered all transactions prior to 2017. The Company has been advised by its tax and foreign trade legal advisors that material fines that could result from non-compliance are imposable under statute with a five-year statute of limitations.

 

 

 

 

  35 

 

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited, tables expressed in thousands of United States dollars, except share and per share amounts)

For the three and six months ended June 30, 2021 and 2020

 

22. Commitments and contingencies (continued)

In March and April 2021, the Company received notices from the Brazilian government of environmental infractions related to turbidity in the local water supply at Aurizona with associated fines totaling $8.0 million. An historic rain event caused widespread flooding in the Aurizona region in late March 2021 and a fresh water pond on the Aurizona site overflowed during the rain event. The tailings facility and other infrastructure at the Aurizona site remained operational. The Company and its advisors believe the fines are without merit. No amount has been recognized in the financial statements in relation to the fines.

If the Company is unable to resolve all these matters favorably, there may be an adverse impact on the Company’s financial performance, cash flows and results of operations.

The Company continues to closely monitor the COVID-19 situation. Should the duration, spread or intensity of the pandemic further develop in 2021, the Company’s supply chain, market pricing, operations and customer demand could be affected. These factors may further impact the Company’s operating plan, its liquidity and cash flows, and the valuation of its long-lived assets. The COVID-19 situation continues to evolve. The magnitude of its effects on the economy, and on the Company’s financial and operational performance, is uncertain at this time.

                               

 

 

 

 

 

 

 

 

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