CDE 8-K/A
Coeur Mining, Inc. (CDE)
8-K/A
2025-03-26
For: 2025-02-13
View Original
Added on
April 11, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 13, 2025
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)
(312 ) 489-5800
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.01. |
Completion of Acquisition or Disposition of Assets.
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As previously announced, on October 3, 2024, Coeur Mining, Inc., a Delaware corporation (“Coeur”), SilverCrest Metals Inc., a corporation existing under the
laws of the Province of British Columbia, Canada (“SilverCrest”), 1504648 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws of the Province of British Columbia, Canada and a wholly-owned subsidiary of Coeur
(“Canadian Sub”), Coeur Rochester, Inc., a Delaware corporation, and Compañía Minera La Llamarada, S.A. de C.V., a company existing under the laws of Mexico, agreed to a strategic business combination transaction (the “Arrangement”). On February 14,
2025 pursuant to the terms and conditions set forth in the Arrangement Agreement, Coeur (through the Canadian Sub) acquired all of the issued and outstanding common shares of SilverCrest pursuant to a Plan of Arrangement with SilverCrest becoming a
wholly-owned subsidiary of Coeur.
The foregoing descriptions of the Arrangement and Arrangement Agreement do not purport to be complete and are qualified in their entirety by reference to
the full text of the Arrangement Agreement, which is included as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Coeur on October 4, 2024 and is incorporated by reference herein.
This Amendment No. 1 on Form 8-K/A is being filed by Coeur to amend its Current Report on Form 8-K filed with the SEC on February 14, 2025 (the “Original
Form 8-K”), solely to provide the disclosures required by Item 9.01 of Form 8-K that were omitted from the Original Form 8-K, including the required financial statements of SilverCrest and the required pro forma financial information. This amendment
should be read in conjunction with the Original Form 8-K. No other disclosure from the Original Form 8-K is changed by this amendment.
| Item 9.01. |
Financial Statements and Exhibits.
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(a) Financial Statements of Business Acquired.
The historical audited consolidated financial statements of SilverCrest as of December 31, 2024 and 2023 and for the years ended December 31, 2024 and 2023
and the related notes thereto, together with the report of PricewaterhouseCoopers LLP, independent auditors, concerning those financial statements and related notes, are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated
herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined balance sheet of Coeur and SilverCrest as of December 31, 2024, and the unaudited pro forma condensed combined
statements of operations of Coeur and SilverCrest for the year ended December 31, 2024, including the related notes thereto, giving effect to the Arrangement, are filed as Exhibit 99.3 to this Current Report on Form 8-K/A and are incorporated herein
by reference. The unaudited pro forma financial information gives effect to the Arrangement on the basis of, and subject to, the assumptions set forth in accordance with Article 11 of Regulation S-X.
(d) Exhibits.
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Exhibit
No.
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Description
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Arrangement Agreement, dated as of October 3, 2024 by and among Coeur Mining, Inc., SilverCrest Metals Inc., 1504648 B.C. Unlimited Liability Company, Coeur
Rochester, Inc. and Compañía Minera La Llamarada, S.A. de C.V. (incorporated by reference to Exhibit 2.1 of Coeur’s Current Report on Form 8-K filed with the SEC on October 4, 2024)
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Amendment to the Certificate of Incorporation of Coeur Mining, Inc., dated February 13, 2025 (incorporated by reference to Exhibit 3.1 of Coeur’s Current Report
on Form 8-K filed with the SEC on February 13, 2025)
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Consent of PricewaterhouseCoopers LLP
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Press release, dated February 14, 2025 (incorporated by reference to Exhibit 99.1 of Coeur’s Current Report on Form 8-K filed with the SEC on February 13, 2025)
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Consolidated financial statements of SilverCrest as at and for the years ending December 31, 2024 and December 31, 2023
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Unaudited pro forma condensed combined financial information of Coeur and SilverCrest as of and for the year ended December 31, 2024
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Coeur hereby undertakes to furnish supplemental copies of any of
the omitted schedules and exhibits upon request by the SEC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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COEUR MINING, INC.
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Date: March 25, 2025
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By:
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/s/ Thomas S. Whelan
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Name: Thomas S. Whelan
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Title: Senior Vice President and Chief Financial Officer
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Exhibit 23.1
Consent of Independent Auditor
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-284568) and Form S-8 (Nos. 033-60163, 033-72524, 333-112253, 333-125903, 333-166907, 333-204142, 333-224751,
333-256016 and 333-285693) of Coeur Mining, Inc. of our report dated March 25, 2025 relating to the financial statements of SilverCrest Metals Inc., which appears in this Current Report on Form 8-K/A.
/s/ PricewaterhouseCoopers LLP
Chartered Professional Accountants
Vancouver, Canada
March 25, 2025
Exhibit 99.2
FOR THE YEARS ENDING DECEMBER 31, 2024 AND DECEMBER 31, 2023
Report of Independent Auditors
To the Board of Directors of Coeur Mining, Inc.
Opinion
We have audited the accompanying consolidated financial statements of SilverCrest Metals Inc. and its subsidiaries (the “Company”), which comprise the consolidated
statements of financial position as of December 31, 2024 and 2023, and the related consolidated statements of earnings and comprehensive earnings, of changes in equity and of cash flows for the years then ended, including the related notes
(collectively referred to as the “consolidated financial statements”).
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards as
issued by the International Accounting Standards Board (“IFRS Accounting Standards”).
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our
audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards, and for the
design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern for at least, but not
limited to, twelve months from the end of the reporting period, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated
financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.
Reasonable assurance is a high level of assurance but is not absolute
PricewaterhouseCoopers LLP
PwC Place, 250 Howe Street, Suite 1400, Vancouver, British Columbia, Canada V6C 3S7
T.: +1 604 806 7000, F.: +1 604 806 7806, Fax to mail: [email protected]
“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.
assurance and therefore is not a guarantee that an audit conducted in accordance
with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user
based on the consolidated financial statements.
In performing an audit in accordance with US GAAS, we:
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Exercise professional judgment and maintain professional skepticism throughout the audit.
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit
procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.
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Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate
the overall presentation of the consolidated financial statements.
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Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the
Company’s ability to continue as a going concern for a reasonable period of time.
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We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit,
significant audit findings, and certain internal control-related matters that we identified during the audit.
/s/PricewaterhouseCoopers LLP
Vancouver, Canada
March 25, 2025
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Consolidated Statements of
Financial Position
(in thousands of U.S. dollars)
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December 31,
2024
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December 31,
2023
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Assets
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Current assets
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Cash and cash equivalents
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$
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153,417
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$
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85,964
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Bullion (Note 9)
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39,992
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19,191
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Trade and other receivables
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2,512
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114
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Value-added tax receivables
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17,331
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16,250
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Inventories (Note 10)
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63,195
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49,798
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Prepaids and other assets
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7,973
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7,216
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284,420
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178,533
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Non-current assets
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Mineral properties, plant and equipment (Note 11)
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261,862
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246,728
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Deferred tax assets (Note 20)
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—
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22,723
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Long-term value-added tax receivables
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7,350
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12,190
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Prepaids and other long-term assets
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5,965
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—
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Total assets
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$
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559,597
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$
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460,174
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Liabilities
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Current liabilities
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Accounts payable and accrued liabilities (Note 12, 8(a))
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$
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26,411
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$
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17,924
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Tax liabilities
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25,030
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33,614
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Derivative liabilities (Note 8(c))
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8,522
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168
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Lease obligations
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341
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67
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60,304
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51,773
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Non-current liabilities
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Long-term lease obligations
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548
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221
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Deferred tax liabilities (Note 20)
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5,015
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—
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Reclamation provision (Note 14)
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6,314
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5,855
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Total liabilities
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72,181
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57,849
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Equity (Note 15)
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Issued capital
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427,001
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406,890
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Share option reserve
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6,982
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11,338
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Currency translation reserve
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(3,538
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)
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(3,538
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)
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Retained earnings
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56,971
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(12,365
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)
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Total equity
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487,416
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402,325
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Total liabilities and equity
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$
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559,597
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$
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460,174
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Approved by the Audit Committee on March 25, 2025
/s/ Thomas S. Whelan,
Senior Vice President and Chief Financial Officer
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Consolidated Statements of Earnings and
Comprehensive Earnings
(in thousands of U.S. dollars except per share amounts)
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2023
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Revenue (Note 16)
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$
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301,928
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$
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245,130
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Cost of sales
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||||||||
| Production costs (Note 17) |
(87,508
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)
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(74,108
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)
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||||
| Depreciation (Note 11) |
(36,576
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)
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(21,348
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)
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||||
| Government royalties |
(1,372
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)
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(1,368
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)
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||||
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(125,456
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)
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(96,824
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)
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|||||
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Mine operating earnings
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176,472
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148,306
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| General and administrative expenses (Note 18) |
(19,978
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)
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(15,756
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)
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| Exploration and project expenses |
(1,609
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)
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(726
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)
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| Foreign exchange gains (losses) |
(3,554
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)
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(7,247
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)
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| Transaction costs |
(6,737
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)
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— | |||||
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Earnings from operations
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144,594
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124,577
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||||||
| Interest income |
6,917
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4,035
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||||||
| Interest and finance expense (Note 19) |
(1,229
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)
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(2,713
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)
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||||
| Other expense (Note 25) |
(6,964
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)
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(2,653
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)
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Earnings before income taxes
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143,318
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123,246
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||||||
| Income tax (expense) recovery (Note 20) |
(73,982
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)
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(6,526
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)
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Net earnings
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$
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69,336
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$
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116,720
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Other comprehensive income
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||||||||
| Currency translation adjustment |
—
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10,255
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Total comprehensive earnings
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$
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69,336
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$
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126,975
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| Net earnings attributable to common shareholders | ||||||||
| Basic earnings per share | $ |
0.47
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$ |
0.79
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| Diluted earnings per share | $ |
0.46
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$ |
0.79
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| Weighted average shares outstanding (in 000’s) Basic |
148,037
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146,882
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| Weighted average shares outstanding (in 000’s) Diluted |
149,374
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147,539
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See accompanying notes to the consolidated financial statements
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Consolidated Statements of Cash Flows
(in thousands of U.S. dollars)
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2024
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2023
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Operating activities
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Net earnings for the year
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$
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69,336
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$
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116,720
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Income tax expense (recovery) (Note 20)
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73,982
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6,526
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||||||
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Depreciation (Note 11)
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36,576
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21,348
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||||||
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Share-based compensation expense
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5,936
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4,190
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Unrealized foreign exchange (gains) losses
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1,596
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7,942
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||||||
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Interest income
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(6,917
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)
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(4,035
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)
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Interest expense (Note 19)
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590
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1,461
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||||||
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Interest paid
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(590
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)
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(1,461
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)
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Interest received
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6,726
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4,035
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Income taxes paid
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(58,413
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)
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(977
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)
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Other operating activities (Note 21)
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7,467
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(242
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)
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Change in working capital (Note 21)
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(5,572
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)
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2,754
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|||||
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$
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130,717
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$
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158,261
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|||||
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Investing activities
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||||||||
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Payments for mineral properties, plant and equipment
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(56,140
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)
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(51,257
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)
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Proceeds from sale of mineral properties, plant and equipment
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259
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—
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||||||
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Purchase of bullion
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(16,173
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)
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(18,674
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)
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||||
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(Payments for) proceeds from derivatives
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(3,176
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)
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264
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|||||
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$
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(75,230
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)
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$
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(69,667
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)
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|||
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Financing activities
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||||||||
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Common share proceeds
|
14,096
|
3,131
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||||||
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Common share repurchases
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—
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(7,145
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)
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|||||
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Repayment of debt (Note 13)
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—
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(50,000
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)
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|||||
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Payments of equipment leases
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(185
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)
|
(112
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)
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||||
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$
|
13,911
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$
|
(54,126
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)
|
||||
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Effects of exchange rate changes on cash and cash equivalents
|
(1,945
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)
|
735
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|||||
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Increase in cash and cash equivalents
|
67,453
|
35,203
|
||||||
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Cash and cash equivalents at the beginning of the year
|
85,964
|
50,761
|
||||||
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Cash and cash equivalents at the end of the year
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$
|
153,417
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$
|
85,964
|
||||
Supplemental cash flow information (Note 21)
See accompanying notes to the consolidated financial statements
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Consolidated Statements of Changes in Equity
(in thousands of U.S. dollars except for number of shares)
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| Attributable to equity holders of the Company | ||||||||||||||||||||||||
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Issued
shares
|
Issued
capital |
Share
option reserve
|
Currency translation reserve
|
Retained earnings
|
Total
|
||||||||||||||||||
|
Balance, December 31, 2022
|
147,156
|
$
|
405,811
|
$
|
10,945
|
$
|
(13,793
|
)
|
$
|
(125,969
|
)$
|
276,994
|
||||||||||||
|
Total comprehensive earnings
|
||||||||||||||||||||||||
|
Net earnings for the year
|
—
|
—
|
—
|
—
|
116,720
|
116,720
|
||||||||||||||||||
|
Foreign exchange translation
|
—
|
—
|
—
|
10,255
|
—
|
10,255
|
||||||||||||||||||
|
|
—
|
—
|
—
|
10,255
|
116,720
|
126,975
|
||||||||||||||||||
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Shares issued on the exercise of stock options
|
1,283
|
5,108
|
(1,977
|
)
|
—
|
—
|
3,131
|
|||||||||||||||||
|
Share-based compensation on option grants
|
—
|
—
|
2,370
|
—
|
—
|
2,370
|
||||||||||||||||||
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Shares repurchased and cancelled
|
(1,504
|
)
|
(4,029
|
)
|
—
|
—
|
(3,116
|
)
|
(7,145
|
)
|
||||||||||||||
|
Balance, December 31, 2023
|
146,935
|
406,890
|
11,338
|
(3,538
|
)
|
(12,365
|
)
|
402,325
|
||||||||||||||||
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Total comprehensive earnings
|
||||||||||||||||||||||||
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Net earnings for the year
|
—
|
—
|
—
|
—
|
69,336
|
69,336
|
||||||||||||||||||
|
|
—
|
—
|
—
|
—
|
69,336
|
69,336
|
||||||||||||||||||
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Shares issued on the exercise of stock
|
||||||||||||||||||||||||
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options
|
2,251
|
20,092
|
(5,996
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)
|
—
|
—
|
14,096
|
|||||||||||||||||
|
Shares issued on the settlement of share
|
||||||||||||||||||||||||
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units
|
3
|
19
|
—
|
—
|
—
|
19
|
||||||||||||||||||
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Share-based compensation on option grants
|
—
|
—
|
1,640
|
—
|
—
|
1,640
|
||||||||||||||||||
|
Balance, December 31, 2024
|
149,189
|
427,001
|
6,982
|
(3,538
|
)
|
56,971
|
487,416
|
|||||||||||||||||
See accompanying notes to the consolidated financial statements
 |
Notes to the Consolidated Financial Statements
|
|
As at December 31, 2024 and December 31, 2023, and
for the years ended December 31, 2024 and 2023 (tabular amounts are in thousands of USD$ except number of shares, options and per share amounts, unless otherwise noted) |
|
1.
|
Nature of Operations
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SilverCrest Metals Inc. (the "Company" or "SilverCrest") is a corporation governed by the Business Corporations Act (British Columbia). The
Company’s corporate office and principal address is located at 501-570 Granville Street, Vancouver, British Columbia, Canada, V6C 3P1. The Company’s registered office is 19th Floor, 885 West Georgia Street, Vancouver, BC, Canada, V6C 3H4. Prior to
the completion of the acquisition of SilverCrest by Coeur Mining Inc. on February 14, 2025, SilverCrest shares traded on the Toronto Stock Exchange under the symbol SIL and the NYSE-American under the symbol SILV.
SilverCrest engages in silver and gold mining and related activities, including exploration and mine development from its Las Chispas mine located
in Sonora, Mexico.
On October 3, 2024, the Company and Coeur Mining, Inc. ("Coeur") entered into a definitive agreement whereby Coeur agreed to acquire all of the
issued and outstanding shares of SilverCrest pursuant to a plan of arrangement (the "Transaction"). Following regulatory and shareholder approvals Coeur acquired all of the issued and outstanding shares of SilverCrest on February 14, 2025, please
refer to Note 26 for further details.
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2.
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Basis of Preparation
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These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the
International Accounting Standards Board (“IFRS Accounting Standards”).
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3.
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Material Accounting Policies
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a)
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Presentation currency
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The functional currency of the Company and each of its subsidiaries is the United States dollar ("USD"). The Company's
presentation currency is also USD.
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b)
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Basis of measurement
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These consolidated financial statements have been prepared on an historical cost basis, except for those assets and liabilities
that are measured at revalued amounts or fair values at the end of each reporting period.
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c)
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Basis of consolidation
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The accounts of the Company and its subsidiaries, which are controlled by the Company, have been included in these consolidated
financial statements. Control is achieved when the Company is exposed, or has rights, to variable returns from the investee and when the Company has the ability to affect those returns through its power over the investee. Subsidiaries are included in
the consolidated financial results of the Company from the effective date of acquisition up to the effective date of disposition or loss of control.
The Company's principal subsidiary at December 31, 2024 was the wholly-owned Compañía Minera La Llamarada, S.A. de C.V. located
in Mexico whose principal project and purpose is ownership and operation of the Las Chispas Operation.
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d)
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Foreign currencies
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The functional currency is the currency of the primary economic environment in which the entity operates and has been determined
for each entity within the Company. The Company considered the functional currency of the parent entity to be the Canadian Dollar (“CAD”) until June 30, 2023, after which the functional currency changed to USD. The functional currency was determined
and treated in accordance with IAS 21 The effects of changes in foreign exchange rates which includes accounting for the functional currency change on a prospective basis.The
Company considers the functional currency for its Mexican operations to be USD.
Foreign currency transactions
Foreign currency balances and transactions are translated into the respective functional currencies of each entity as follows:
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Monetary assets and liabilities are translated at period end exchange rates;
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Non-monetary assets and liabilities are translated at historical exchange rates in effect on the date transactions occurred;
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Revenue and expenses are translated using exchange rates approximating those in effect on the date transactions occurred; and
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Exchange gains and losses are included in profit or loss.
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e)
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Cash and cash equivalents
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Cash and cash equivalents consist of cash on hand and highly liquid investments that are readily convertible to known amounts of
cash with a term to maturity at the date of purchase of 90 days or less which are subject to an insignificant risk of change in value.
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f)
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Bullion and bullion options
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Bullion includes gold and silver bullion which the Company purchases from bullion banks to hold as treasury assets in accordance
with its liquidity management policies. Bullion is initially recorded at cost on acquisition and subsequently measured at fair value at the end of each reporting period. Changes in the fair value are recognized in the period the changes occur. These
changes are recorded to other expense in the consolidated statements of earnings and comprehensive earnings.
Bullion options include sold call options and purchased put options. Call options are instruments that give the option holder the
right, but not the obligation, to purchase gold or silver at an agreed upon price in the future. Put options are instruments that give the option holder the right, but not the obligation, to sell gold or silver at an agreed upon price in the future.
The Company receives an option premium in cash on selling the option, which is recorded as either an asset or a liability. The value of the option is remeasured using the Black-Scholes option pricing model at each reporting date, with gains or losses
recorded to other expense, along with a corresponding increase to the derivative liability which is included in derivative liabilities.
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g)
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Value-added tax receivable
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Value-added tax receivables includes Goods and Services Tax receivables generated on the purchase of supplies and services and
are refundable from the Canadian government. Value-added tax receivables and Long-term value-added tax receivables includes value-added taxes ("VAT") receivables generated on the purchase of supplies and services and are receivable from the Mexican
government. The Company classifies VAT receivables as non-current if it does not expect collection of certain amounts to occur within the next year. The recovery of VAT involves a complex application process and the timing of collection of VAT
receivables is uncertain. The Company has not recognized a loss allowance for expected credit losses as VAT receivables are not contract assets and therefore outside the scope of IFRS 9 Financial Instruments.
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h)
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Inventories
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Inventories include stockpile, in process, finished and materials and supplies, and are measured at the lower of weighted average
cost or net realizable value ("NRV"). For in process and finished inventories, cost includes all direct costs incurred in production, including direct labour and materials, depreciation and depletion, and directly attributable overhead costs. NRV is
calculated as the estimated price at the time of sale based on prevailing and long-term metal prices less estimated future costs to convert the inventories into saleable form, transportation costs, and estimated costs to sell.
Stockpile represents ore that has been extracted from the mine and is available for further processing. Costs added to stockpiled
ore inventory is based on current mining cost per ounce incurred up to the point of stockpiling the ore and are removed at the weighted average cost per ounce. Costs are included in in process inventory based on current costs incurred up to the point
prior to the refining process, including applicable depletion of mining interests, and removed at the weighted average cost per recoverable ounce of silver equivalent. The average costs of finished inventories represent the average costs of in
process inventory incurred prior to the refining process, plus applicable refining and transportation costs.
In process inventory includes inventory in the milling process, in tanks, and precipitates. Finished inventory includes metals in
their final stage of production prior to sale, primarily doré at the mine site or in transit, and refined metal held at a refinery.
Any write-downs of inventories to NRV are recorded as cost of sales. If there is a subsequent increase in the value of
inventories, the previous write-downs to NRV are reversed to the extent that the related inventories have not been sold.
Materials and supplies are measured at weighted average cost. Cost includes acquisition, freight, and other directly attributable
costs. In the event that the NRV of the finished inventories, the production of which the materials and supplies are held for use in, is lower than the expected cost of the finished product, the material and supplies are written down to their NRV.
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i)
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Mineral property, plant, and equipment
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Exploration and evaluation assets - acquisition costs
The costs of acquiring exploration properties, including transaction costs, are capitalized as exploration and evaluation assets.
All other exploration and evaluation expenditures are expensed in the period in which they are incurred.
Acquisition costs for each exploration property are carried forward as an asset provided that one of the following conditions is
met:
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Such costs are expected to be recouped in full through the successful exploration and development of the exploration property or alternatively, by sale; or
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Exploration and evaluation activities in the property have not reached a stage which permits a reasonable assessment of the existence of economically recoverable reserves, but active and significant
operations in relation to the exploration property are continuing or planned.
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The Company performs an assessment for impairment of capitalized amounts whenever the facts and circumstances indicate that the
asset may exceed its recoverable amount. In the case of undeveloped properties, there may be only inferred resources to allow management to form a basis for the impairment review. The review is based on the Company's intentions for the development of
such an exploration property and management's determination that the exploration property is not viable. If an exploration property is considered to be impaired, all unrecoverable costs associated with the property are charged to the consolidated
statement of earnings and comprehensive earnings at the time the determination is made. For the purposes of impairment testing, exploration and evaluation assets are allocated to cash-generating units to which the exploration activity relates. If the
recoverable amount of an individual asset cannot be determined, the recoverable amount is determined for the cash generating unit ("CGU") to which the asset belongs. Where an impairment loss subsequently reverses, the carrying amount of the asset (or
CGU) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or CGU) in prior
years. A reversal of an impairment loss is recognized immediately in the consolidated statement of earnings and comprehensive earnings.
Exploration and evaluation expenditures
Exploration and evaluation costs, net of incidental revenues, are charged to the consolidated statement of earnings and
comprehensive earnings in the year incurred until the technical feasibility and commercial viability of the extraction of mineral reserves or resources from a particular mineral property has been determined, in which case subsequent exploration costs
and the costs incurred to develop a property are capitalized into mineral property, plant, and equipment. The establishment of technical feasibility and commercial viability of a mineral property is assessed based on a combination of factors, such as
but not limited to: the extent to which mineral reserves or mineral resources have been identified through a feasibility study or similar level document; the results of optimization studies and further technical evaluation carried out to mitigate
project risks identified in the feasibility study; the status of environmental permits, and the status of mining leases or permits.
Mineral property - development phase
Once the technical feasibility and commercial viability of an exploration property has been determined, it is then considered to be a mine under development and is reclassified to mineral property. The carrying value of capitalized exploration and evaluation acquisition costs are tested for impairment before they are
transferred to mineral property.
All costs relating to the construction, installation, or completion of a mine that are incurred subsequent to the exploration and
evaluation stage are capitalized to mineral property.
The Company assesses the stage of each mine under development to determine when an asset reaches the stage when it is in the
condition for it to be capable of operating in a manner intended by management ("commercial production"). Determining when an asset has achieved commercial production is a matter of judgement. Depending on the specific facts and circumstances, the
following factors may indicate that commercial production has commenced:
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all major capital expenditures to bring the mine to the condition necessary for it to be capable of operating in the manner intended by management have been completed;
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the completion of a reasonable period of testing of the mine plant and equipment;
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the ability to produce saleable product (e.g., the ability to produce ore within specifications);
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the mine has been transferred to operating personnel from internal development groups or external contractors;
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the mine or mill has reached a predetermined percentage of design capacity;
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mineral recoveries are at or near the expected production level; and
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the ability to sustain ongoing production of ore (i.e., the ability to continue to produce ore at a steady or increasing level).
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Proceeds before intended use
Revenue from the sale of gold and silver ounces recovered before items of mineral property, plant, and equipment, such as the
mine or process plant, are operating in the manner intended by management are recognized, along with related costs, in the consolidated statement of earnings and comprehensive earnings.
Mineral property - production phase
When management determines that a property is capable of commercial production, depletion of costs capitalized during development
begins.
Once a mineral property has been brought into commercial production, the costs of any additional work on that property are
expensed as incurred, except for exploration and development programs which constitute a betterment, which will be deferred and depleted over the remaining useful life of the related assets. Mineral properties include reclamation and closure
provision costs related to the reclamation of mineral properties. Mineral properties are derecognized upon disposal, or impaired when no future economic benefits are expected to arise from continued use of the asset or the carrying value of the CGU
exceeds its recoverable amount. Any gain or loss on disposal of the asset, determined as the difference between the proceeds received and the carrying amount of the asset is recognized in the consolidated statement of earnings and comprehensive
earnings.
Mineral properties are depleted on the unit-of-production basis using the mineable tonnes extracted from the mine in the period
as a percentage of the total mineable tonnes to be extracted in current and future periods based on mineral reserves. Mineral properties are recorded at cost, net of accumulated depletion and accumulated impairment losses and are not intended to
represent future values. Recovery of capitalized costs is dependent on successful development of economic mining operations or the disposition of the related mineral property.
Property, plant, and equipment
Property, plant, and equipment is recorded at historical cost less accumulated depreciation and impairment charges.
The cost of an item of property, plant, and equipment includes the purchase price or construction cost, any costs directly
attributable to bringing the asset to the location and condition necessary for its intended use, an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located, and for qualifying assets, the
associated borrowing costs.
Where an item of plant and equipment is comprised of major components with different useful lives, the components are accounted
for as separate items of plant and equipment.
Plant and equipment is depreciated to its estimated residual value using either the straight-line or the units-of- production
method over the estimated useful lives of the individual assets. The major categories of plant and equipment and their useful lives and depreciation method are as follows:
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Category
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Estimated life
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Depreciation method
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Computer equipment
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3-4 years
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Straight-line
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Mining equipment
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5-15 years
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Straight-line
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Vehicles
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4 years
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Straight-line
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Buildings
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Life-of-mine
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Straight-line
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Mine plant and related equipment
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Life-of-mine
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Straight-line
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Underground infrastructure
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Life-of-mine
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Straight-line
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Assets under construction are not depreciated until available for their intended use. Non-depreciable property, such as land, is
recorded at historical cost, less any impairment charges.
The Company conducts a review of residual values, useful lives, and depreciation methods annually and when events and
circumstances indicate such a review should be made. Any changes in estimates that arise from this review are accounted for prospectively.
An item of property, plant, and equipment is derecognized upon disposal or when no future economic benefits are expected to arise
from the continued use of the asset. Any gain or loss arising on disposal of the asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in the statement of consolidated income (loss)
and comprehensive income (loss).
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j)
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Reclamation and closure provision
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The Company recognizes liabilities for statutory, contractual, constructive, or legal obligations, including those associated
with the reclamation and closure of exploration and evaluation assets, mineral properties, plant, and equipment, when those obligations result from the acquisition, construction, development or normal operation of the assets. Initially, a liability
for an environmental rehabilitation obligation is recognized at its present value if a reasonable estimate of cost can be made. The Company records the present value of estimated future cash flows, adjusted for inflation, associated with reclamation
as a liability, at a risk-free rate, when the liability is incurred and increases the carrying value of the related assets for that amount. Subsequently, these capitalized reclamation and closure costs are amortized over the life of the related
assets. At the end of each period, the liability is increased to reflect the passage of time (accretion expense) and changes in the estimated future cash flows underlying any initial estimates (additional reclamation and closure costs). The Company
recognizes its environmental liability on a site-by-site basis when it can be reliably estimated. Environmental expenditures related to existing conditions resulting from past or current operations and from which no current or future benefit is
discernible are charged to the consolidated statement of earnings and comprehensive earnings.
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k)
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Share-based compensation and payments
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The Company grants stock options to buy common shares of the Company to directors, officers, employees, and consultants. The cost
of stock options granted is recorded based on the estimated fair-value at the grant date and is either capitalized to the consolidated statement of financial position or charged to the consolidated statement of earnings and comprehensive earnings
over the vesting period. Where stock options are subject to vesting, each vesting tranche is considered a separate award with its own vesting period and grant date fair value. The fair value of each tranche is measured at the date of grant using the
Black-Scholes Option Pricing Model. Compensation expense is recognized over the tranche's vesting period by either capitalization to the consolidated statement of financial position or a charge to the consolidated statement of earnings and
comprehensive earnings, with a corresponding increase to reserves based on the number of options expected to vest. Consideration paid for the shares on the exercise of stock options is credited to capital stock. The number of options expected to vest
is reviewed at least annually, with any impact being recognized immediately.
In situations where equity instruments are issued to non-employees and some or all the goods or services received by the entity
as consideration cannot be specifically identified, they are measured at fair value of the share-based payment. Otherwise, share-based payments to non-employees are measured at the fair value of goods or services received.
Share unit plan
On June 15, 2021, the shareholders of the Company approved the adoption of a Equity Share Unit Plan for the Company (the "SU
Plan") pursuant to which the Company may grant share units ("SUs"), including restricted share units ("RSUs"), performance share units ("PSUs") and deferred share units ("DSUs"). The SU Plan provides for up to 1.5% of the outstanding common shares of the Company from time to time to be issuable to settle share units granted under the SU Plan.
The SUs will be subject to any combination of time-based vesting and performance-based vesting conditions as the Board of
Directors shall determine from time to time. Unless set forth in the particular award agreement, the Board of Directors may elect one or any combination of the following settlement methods for the settlement of SUs: issuing shares from treasury,
causing a broker to purchase shares on the TSX; and/or paying cash. While the SUs issued during 2024 and 2023 did not specify a method of settlement, the Company determined that at least a portion would be settled by a brokered purchase or cash.
Accordingly, the Company recorded the value of SUs issued and vested as an accrued liability.
DSUs
DSUs vest immediately and become payable upon the retirement of the holder. The share-based compensation expense related to these
DSUs was calculated using the fair value method based on the market price of the Company's shares at the end of each reporting period and the Company records a corresponding liability in accounts payable and accrued liabilities.
RSUs
Share-based compensation of RSUs is calculated using the fair-value method based on the market price of the Company's shares at
the grant date and is recorded over the vesting period. Where RSUs are subject to vesting, each vesting tranche is considered a separate award with its own vesting period and grant date fair value. Share-based compensation is recognized over the
tranche's vesting period as either an expense, inventories, exploration and evaluation expenditure, or capitalized as mineral property, plant, and equipment, with a corresponding change in accrued liabilities. The value of vested RSUs is remeasured
at each reporting date to the current market price of the Company's shares.
PSUs
Share-based compensation of PSUs is calculated using the fair-value method based on the market price of the Company's shares at
the grant date and is recorded over the vesting period. Share-based compensation is recognized on a straight-line method basis, over the PSU's vesting period as either an expense, inventories, or capitalized as mineral property, plant, and equipment,
with a corresponding change in accrued liabilities. The value of vested PSUs is remeasured at each reporting date to the current market price of the Company's shares.
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l)
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Earnings per share
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Basic earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of
shares outstanding during the reporting period. Diluted earnings per share is computed similarly to basic earnings per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of
stock options and share units, if dilutive.
The number of additional shares is calculated by assuming that outstanding stock options and share units were exercised and that
the proceeds from such exercises were used to acquire common stock at the average market price during the reporting periods.
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m)
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Revenue recognition
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The Company's primary source of revenue is the sale of refined gold and silver and its performance obligations are the delivery
of refined gold and silver to its customers.
Revenue from the sale of metal is recognized when the buyer obtains control of the metal. When considering whether the Company
has satisfied its performance obligations, it considers the indicators of the transfer of control, which include, but are not limited to, whether: the Company has a present right to payment; the customer has legal title to the metal; the Company has
transferred physical possession of the metal to the customer; and, the customer has the significant risks and rewards of ownership of the metal. Revenue is recognized at the time when the risks and rewards of ownership and title transfers to the
customer, which is when the Company irrevocably transfers the metals to the customer.
The Company sells gold and silver to bullion banks who are members of the London Bullion Market Association. The sales price is
fixed on the date of sale based on spot price or by mutual agreement.
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n)
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Taxation
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Income tax expense comprises current and deferred income taxes. Current and deferred income taxes are recognized in profit or
loss except to the extent that they relate to items recognized directly in equity. Current income tax expense is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted at year end, adjusted for
amendments to tax payable with regards to previous years.
The Company follows the asset and liability method of accounting for income taxes whereby deferred income tax assets and
liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are
measured using enacted or substantively enacted tax rates and laws expected to apply in the years in which temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred income tax assets and
liabilities is recognized in operations in the period of substantive enactment.
A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against
which the asset can be utilized. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, the deferred tax asset is not recorded. Deferred income tax assets and liabilities are presented as non-current
in the financial statements.
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o)
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Financial instruments
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The Company classifies its financial instruments in the following categories: at fair value through profit and loss ("FVTPL"), at
fair value through other comprehensive income (loss) ("FVTOCI"), or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company's business
model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable
election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or the
Company has opted to measure them at FVTPL.
Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs,
respectively, and subsequently carried at amortized cost less any impairment.
Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in
profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are recognized in profit or loss for the period.
An 'expected credit loss' impairment model applies which requires a loss allowance to be recognized based on expected credit
losses. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is
reduced to the present value of estimated future cash flows associated with the asset, discounted at the financial asset's original effective interest rate, either directly or through the use of an allowance account and the resulting loss is
recognized in profit or loss for the period.
The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or
when it transfers the financial assets and substantially all the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the consolidated statement of earnings and comprehensive
earnings.
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4.
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Changes in Accounting Standards
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Application of New and Revised Accounting Standards
Presentation of Financial Statements (Amendments to IAS 1)
We have adopted the amendments to IAS 1 Presentation of Financial Statements regarding the classification of liabilities as current or non-current
based on contractual rights that are in existence at the end of the reporting period. A liability not due over the next twelve months is classified as non-current even if management intends or expects to settle the liability within twelve months. The
amendment also introduces a definition of ‘settlement’ to make clear that settlement refers to the transfer of cash, equity instruments, other assets, or services to the counterparty. The amendment issued in October 2022 also clarifies how conditions
with which an entity must comply within twelve months after the reporting period affect the classification of a liability. Covenants to be compiled with after the reporting date do not affect the classification of debt as current or non-current at
the reporting date. The amendments are effective for annual reporting periods beginning on or after January 1, 2024. These amendments did not have a material impact on the Company.
There are no other standards or amendments or interpretations to existing standards issued but not yet effective that are expected to have a material
impact on the Company.
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5.
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Significant Judgments and Estimates
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The preparation of these consolidated financial statements in accordance with IFRS Accounting Standards requires management to make judgments,
estimates, and assumptions that affect the reported amounts and the valuation of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues
and expenditures during the year.
These judgments and estimates are continuously evaluated and are based on management's experience and knowledge of the relevant facts and
circumstances. Actual results may differ from the estimates. Revisions to estimates and the resulting effects on the carrying amounts of the Company's assets and liabilities are accounted for prospectively. Information about such judgments and
estimates is contained in the description of accounting policies (note 3) and/or other notes to the financial statements. Management has made the following critical judgments and estimates:
Critical judgments in applying accounting policies
The critical judgments that the Company's management has made in the process of applying the Company's accounting policies, apart from those
involving estimations, that have the most significant effect on the amounts recognized in the Company's consolidated financial statements are as follows:
Assessment of impairment indicators of non-current assets
Management assesses whether any indication of impairment exists at the end of each reporting period. Judgment is required in assessing whether
certain factors would be considered an indicator of impairment. The Company considers both internal and external information to determine whether there is an indicator of impairment and, accordingly, whether impairment testing is required. The
information the Company considers in assessing whether there is an indicator of impairment includes, but is not limited to, significant decreases in future gold and silver prices, increases in operating cost and future capital costs estimates,
decreases in estimated mineral reserves, decreases in estimated production and increases in the discount rate. No impairment indicators were identified by management as of December 31, 2024.
Functional currency
The functional currency for an entity is the currency of the primary economic environment in which the entity operates. The Company has determined
the functional currency of the parent entity and its subsidiaries to be USD. Previously, the functional currency of the parent entity was CAD but effective July 1, 2023, the Company determined it was USD. Determination of functional currency may
involve certain judgments to determine the primary economic environment, and the Company reconsiders the functional currency of its entities if there is a change in events and conditions which determine the primary economic environment.
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6.
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Key Sources of Estimation Uncertainty
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The significant assumptions about the future and other major sources of estimation uncertainty as at the end of the reporting period that have a
significant risk of resulting in a material adjustment to the carrying amounts of the Company's assets and liabilities in the next 12 months are as follows:
Mineral reserves and the life of mine plan
The Company estimates its mineral reserves in accordance with the requirements of National Instrument 43-101. Estimates of the quantities of the
mineral reserves form the basis for the Company's life of mine plans, which are used for the calculation of depletion expense under the units of production method, impairment tests, and forecasting the timing of the payments related to the
environmental reclamation provision.
Significant estimation is involved in determining the reserves and resources included within the Company's life of mine plans. Changes in forecast
prices of commodities, exchange rates, production costs, or recovery rates may result in the Company's life of mine plan being revised and such changes could impact depletion rates, asset carrying values, and our environmental reclamation provision.
Collectability and classification of VAT recoverable
VAT recoverable is collectible from the government of Mexico. The collection of VAT is subject to a complex application and collection process and
therefore, there is risk related to the collectability and timing of payment from the Mexican government. The Company uses its best estimates based on the facts known at the time and its experience to determine its best estimate of the collectability
and timing of these recoveries. Changes in the assumptions regarding collectability and the timing of collection could impact the valuation and classification as a current or non-current asset associated with VAT recoverable.
Estimate of reclamation and closure cost provision
The Company’s provision for reclamation and closure costs represents management’s best estimate of the present value of the future cash outflows
required to settle the liability which reflects estimates of future costs, the timing of the cash flows associated with the future costs, inflation, and movements in foreign exchange rates when liabilities are anticipated to be settled in a currency
other than USD. Cost estimates can vary in response to many factors including changes to the relevant legal requirements, whether closure plans achieve intended reclamation goals, the emergence of new restoration techniques, or experience at other
mine sites, local inflation rates, and foreign exchange rates. Future changes to environmental laws and regulations could increase the extent of reclamation and rehabilitation work required to be performed by the Company. Increase in future costs
could materially impact the amounts charged to operations for reclamation and closure. The expected timing of expenditures can also change, for example, in response to changes in Mineral Reserve Estimate, production rates, or economic conditions. The
Company’s assumptions are reviewed at the end of each reporting period and adjusted to reflect management’s current best estimate and changes in any of the aforementioned factors can result in a material change to the provision recognized by the
Company.
Inventories valuation and cost
The value of the stockpiles at Las Chispas includes estimates of tonnages, grades, and the recoverability of ore in these stockpiles. The ultimate
amount of metal recovered from the stockpiles will not be known until the ore has be refined. Changes in these estimates can result in a change in carrying amounts of inventory, which could result in charges to cost of sales.
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7.
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Management of Capital
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The Company’s objective when managing its capital is to maintain its ability to continue as a going concern while at the same time maximizing the
growth of its business and providing returns to its shareholders. The Company’s capital structure consists of shareholders’ equity (comprising issued capital plus share option reserve plus currency translation reserve, plus deficit) with a balance of
$487 million as at December 31, 2024 (December 31, 2023 - $402 million).
The Company manages its capital structure and makes adjustments based on changes to its economic environment and the risk characteristics of the
Company’s assets. The Company’s capital requirements are managed based on the Company having a thorough reporting, planning and forecasting process to help identify the funds required to ensure the Company is able to meet its operating and growth
objectives. The Company is not subject to externally imposed capital requirements and the Company’s overall objective with respect to capital risk management remains unchanged from the year ended December 31, 2023.
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8.
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Financial Instruments
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a)
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Carrying Values and Measurement of Financial Assets and Liabilities at Amortized Cost or Fair Value through Profit and Loss ("FVTPL")
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|
December 31, 2024
|
Amortized cost
|
FVTPL
|
Total
|
|||||||||
|
Financial assets
|
||||||||||||
|
Cash and cash equivalents
|
$
|
153,417
|
$
|
—
|
$
|
153,417
|
||||||
|
Trade and other receivables
|
2,512
|
—
|
2,512
|
|||||||||
|
Financial liabilities
|
||||||||||||
|
Accounts payable and accrued liabilities
|
19,865
|
6,546
|
26,411
|
|||||||||
|
Derivative liabilities
|
—
|
8,522
|
8,522
|
|||||||||
|
December 31, 2023
|
Amortized cost
|
FVTPL
|
Total
|
|||||||||
|
Financial assets
Cash and cash equivalents
|
$
|
85,964
|
$
|
—
|
$
|
85,964
|
||||||
|
Trade and other receivables
|
114
|
—
|
114
|
|||||||||
|
Financial liabilities
Accounts payable and accrued liabilities
|
14,080
|
3,844
|
17,924
|
|||||||||
|
Derivative liabilities
|
—
|
168
|
168
|
|||||||||
| b) |
Derivative Instruments
|
The Company's derivatives are comprised of bullion contracts and foreign currency contracts. During the year ended December 31, 2024, the Company sold call options and purchased put options on
bullion and foreign currency contracts. Cash premiums received from the sale of contracts are initially recorded as a liability. The value of the options is remeasured using pricing models at each reporting date, with gains or losses recorded as
other expense, along with a corresponding increase or decrease to the derivative assets or liabilities. Such pricing models require a variety of inputs, including contractual cash flows, quoted market prices, applicable yield curves and credit
spreads and therefore derivative contracts are classified within Level 2 of the fair value hierarchy.
The derivative losses, which are recorded in other expense (Note 25), for the years ended December 31, 2024 and 2023 were as follows:
|
2024
|
2023
|
|||||||
|
Realized foreign currency contract losses
|
$
|
2,719
|
$
|
—
|
||||
|
Realized bullion contract losses
|
389
|
—
|
||||||
|
Realized derivative losses
|
$
|
3,108
|
$
|
—
|
||||
|
Unrealized foreign currency contract losses (gains)
|
8,342
|
(95
|
)
|
|||||
|
Unrealized bullion contract losses
|
80
|
—
|
||||||
|
Unrealized derivative losses (gains)
|
$
|
8,422
|
$
|
(95
|
)
|
|||
|
Total derivative losses (gains)
|
$
|
11,530
|
$
|
(95
|
)
|
|||
| c) |
Fair Value Information
|
| i. |
Fair Value Measurement
|
The categories of the fair value hierarchy of inputs used in the valuation techniques are as follows:
Level 1: Quoted prices in active markets for identical assets or liabilities;
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
Level 3: Inputs for the asset or liability based on unobservable market data
The levels in the fair value hierarchy into which the Company’s financial assets and liabilities that are measured and recognized on the Consolidated Statements of Financial Position at fair
value on a recurring basis were categorized as follows:
| At December 31, 2024 | At December 31, 2023 | |||||||||||||||
|
Level 1
|
Level 2 |
Level 1
|
Level 2 | |||||||||||||
|
Assets and Liabilities:
|
||||||||||||||||
| Derivative liabilities | — |
8,522 | — |
168 | ||||||||||||
The methodology and assessment of inputs for determining the fair value of financial assets and liabilities as well as the levels of hierarchy for the Company’s financial assets and liabilities
measured at fair value remain unchanged from that at December 31, 2023.
Derivative liabilities are composed of bullion and currency contracts as at December 31, 2024 (2023 - bullion contracts).
The amortized cost of the Company's Receivables and Accounts Payable financial instruments approximates their fair values due to their short terms to maturity.
| ii. |
Valuation Techniques for Derivative assets and liabilities
|
The Company’s derivative assets and liabilities were comprised of foreign currency and commodity contracts, which are classified within Level 2 of the fair value hierarchy
and valued using observable market prices.
| d) |
Financial Instruments and Related Risks
|
The Company has exposure to risks of varying degrees of significance which could affect its ability to achieve its strategic objectives for growth and shareholder returns. The principal financial
risks to which the Company is exposed are:
| i) |
Credit risk
|
| ii) |
Liquidity risk
|
| iii) |
Market risk
|
| 1. |
Currency risk
|
| 2. |
Interest rate risk
|
| 3. |
Price risk
|
The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework and reviews the Company’s policies on an ongoing basis.
| i. |
Credit Risk
|
Credit risk is the risk that a counterparty may fail to satisfy its performance obligations under the terms of a financial instrument. Credit risk results from cash and cash equivalents and trade
and other receivables. The Company maintains policies to limit the concentration of credit risk.
The Company manages credit risk on its cash and cash equivalents by diversifying these asset holdings with multiple highly rated financial institutions, including the Bank of Montreal ("BMO") and
the Bank of Nova Scotia (“BNS”) in Canada and BNS in Mexico. Substantially, all of our cash and cash equivalents held with financial institutions exceeds government-insured limits. Credit risk on trade and other receivables is managed by ensuring
amounts are receivable from highly rated financial institutions. The Company has recognized nominal amount of credit losses with respect to trade and other receivables. For cash and cash equivalents and trade and other receivables, credit risk
exposure equals the carrying amount on the balance sheet.
| ii. |
Liquidity Risk
|
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has in place a planning and budgeting process to help determine the
funds required to ensure the Company has the appropriate liquidity to meet its operating and growth objectives. The Company ensures that sufficient committed loan facilities exist to meet its short-term business requirements, taking into account
its anticipated cash flows from operations and its holdings of cash and cash equivalents.
In the normal course of business, the Company enters into contracts that give rise to commitments for future minimum payments. The following tables summarize the remaining contractual maturities
of the Company's financial liabilities and operating and capital commitments on an undiscounted basis:
|
Payments due by period 2024
|
||||||||||||||||||||
|
Less than
1 year
|
Between
1 - 3 years
|
Between
4 - 5 years
|
After 5
years
|
Total
|
||||||||||||||||
|
Accounts payable and accrued liabilities
|
$
|
26,411
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
26,411
|
||||||||||
|
Tax liabilities
|
25,030
|
-
|
-
|
-
|
25,030
|
|||||||||||||||
|
Derivative liabilities
|
8,522
|
-
|
-
|
-
|
8,522
|
|||||||||||||||
|
Lease liabilities
|
353
|
542
|
65
|
51
|
1,011
|
|||||||||||||||
|
Reclamation and closure provision(1)
|
-
|
-
|
-
|
9,630
|
9,630
|
|||||||||||||||
|
$
|
60,317
|
$
|
542
|
$
|
65
|
$
|
9,681
|
$
|
70,604
|
|||||||||||
(1) Represents undiscounted uninflated future payments for the expected cost of mine reclamation and closure.
| Payments due by period 2023 | ||||||||||||||||||||
|
Less than
1 year
|
Between
1 - 3 years
|
Between
4 - 5 years
|
After 5
years
|
Total
|
||||||||||||||||
|
Accounts payable and accrued liabilities
|
$
|
17,924
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
17,924
|
||||||||||
|
Tax liabilities
|
33,614
|
-
|
-
|
-
|
33,614
|
|||||||||||||||
|
Derivative liabilities
|
168
|
-
|
-
|
-
|
168
|
|||||||||||||||
|
Lease liabilities
|
69
|
134
|
80
|
84
|
367
|
|||||||||||||||
|
Reclamation and closure provision(1)
|
-
|
-
|
-
|
8,696
|
8,696
|
|||||||||||||||
|
$
|
51,775
|
$
|
134
|
$
|
80
|
$
|
8,780
|
$
|
60,769
|
|||||||||||
(1) Represents undiscounted uninflated future payments for the expected cost of mine reclamation and closure.
As at December 31, 2024, the Company continues to maintain its ability to meet its financial obligations as they come due.
| iii. |
Market Risk
|
| 1. |
Currency Risk
|
The functional and reporting currency of the Company including its subsidiaries is the United States dollar ("USD") and the Company reports results using USD; however, the Company operates in
jurisdictions that utilize the Canadian dollar ("CAD") and Mexican peso ("MXN"). As a consequence, the financial results of the Company’s operations as reported in USD are subject to changes in the value of the USD relative to these local
currencies. Since the Company’s sales are denominated in USD and a portion of the Company’s operating costs and capital spending are in local currencies, the Company is negatively impacted by strengthening local currencies relative to the USD and
positively impacted by the inverse.
In order to mitigate its exposure to currency risk, the Company entered into option contracts designed to limit the effective exchange rate between the Mexican peso and US dollar. The notional
value of open contracts as at December 31, 2024 totaled $60.7 million, with maturities from January 2025 until June 2025 and exchange rates between $17.13 and $18.52. During the year ended December 31, 2024, the Company recorded derivative losses
of $11.5 million (2023 - gains of $0.1 million) (Note 8b and 25).
The Company’s net earnings are affected by the revaluation of its monetary assets and monetary liabilities at each balance sheet date. The Company has reviewed its monetary assets and monetary
liabilities and is exposed to foreign exchange risk through financial assets and liabilities and deferred tax assets and liabilities denominated in currencies other than USD, as shown in the tables below. The Company estimates that a 1% change in
the exchange rate of the foreign currencies in which its December 31, 2024 net financial assets were denominated would result in an income before taxes change of about $0.3 million (2023 - $0.3 million).
| CAD |
MXN |
Total | ||||||||||
|
December 31, 2024
|
||||||||||||
|
Cash and cash equivalents
|
$ | 9,975 | $ | 13,684 | $ | 23,659 | ||||||
|
Accounts receivable
|
3 | 61 |
64 | |||||||||
|
Value-added taxes receivable
|
141 |
24,540 |
24,681 | |||||||||
|
Total financial assets
|
10,119 |
38,285 |
48,404 | |||||||||
|
Less: accounts payable and accrued liabilities
|
(10,394 | ) | (5,750 | ) | (16,144 | ) | ||||||
|
Net financial assets
|
$ | (275 | ) | $ | 32,535 | $ | 32,260 | |||||
|
CAD
|
MXN
|
Total
|
||||||||||
| December 31, 2023 | ||||||||||||
|
Cash and cash equivalents
|
$
|
9,502
|
$
|
6,421
|
$
|
15,923
|
||||||
|
Accounts receivable
|
6
|
70
|
76
|
|||||||||
|
Value-added taxes receivable
|
47
|
28,393
|
28,440
|
|||||||||
|
Total financial assets
|
9,555
|
34,884
|
44,439
|
|||||||||
|
Less: accounts payable and accrued liabilities
|
(6,445
|
)
|
(5,578
|
)
|
(12,023
|
)
|
||||||
|
Net financial assets
|
$
|
3,110
|
$
|
29,306
|
$
|
32,416
|
||||||
| 2. |
Interest Rate Risk
|
Interest rate risk is the risk that the fair values or future cash flows of the Company will fluctuate because of changes in market interest rates. The average interest rate
earned by the Company during the year ended December 31, 2024 on its cash and cash equivalents was 4.4% (2023 - 5.3%). A 100 basis point increase or decrease in the interest rate earned from financial institutions on cash and short-term
investments would result in approximately a $1.4 million change in the Company’s earnings before income taxes (2023 – $0.8 million).
On November 29, 2022, the Company's entered into a $120 million senior secured credit facility (the "Credit Facility") comprised of a $50 million term facility (the "Term
Facility") and a $70 million revolving facility (the "Revolving Facility") (Note 11). The Company repaid the Term Facility during the first five months of 2023 and incurred a weighted average interest rate of 7.8% during that time. There were no
amounts drawn on the Revolving Facility during the year ended December 31, 2024 or comparative period.
| 3. |
Price Risk
|
The Company is exposed to price risk on precious metals that impact the valuation of the Company’s derivative positions, comprised of gold and silver call options written,
which has a direct and immediate impact on net earnings. The prices of precious metals are volatile and affected by many factors beyond the Company’s control, and there can be no assurance that precious metal prices will not be subject to wide
fluctuations in the future. A substantial or extended change in precious metal prices could have an adverse effect on the Company’s financial position, income, and cash flows.
| 9. |
Bullion
|
The Company purchases gold and silver bullion from a bullion bank as part of its liquidity management program.
Bullion held by the Company was comprised of the following:
|
December 31, 2024
|
December 31, 2023
|
|||||||||||||||||||||||
|
Ounces
|
Cost
|
Fair value
|
Ounces
|
Cost
|
Fair value
|
|||||||||||||||||||
|
Gold bullion
|
4,781
|
$
|
10,677
|
$
|
12,484
|
2,784
|
$
|
5,535
|
$
|
5,743
|
||||||||||||||
|
Silver bullion
|
951,673
|
24,687
|
27,508
|
565,619
|
13,139
|
13,448
|
||||||||||||||||||
|
$
|
35,364
|
$
|
39,992
|
$
|
18,674
|
$
|
19,191
|
|||||||||||||||||
The Company records bullion at fair value with gains of $4.6 million and $0.6 million respectively, included in other expense (Note 25) for the years ended December 31, 2024 and 2023.
| 10. |
Inventories
|
The Company’s inventories were comprised of the following:
|
December 31,
2024
|
December 31,
2023
|
|||||||
|
Stockpile
|
$
|
37,893
|
$
|
27,115
|
||||
|
In-process
|
2,634
|
2,055
|
||||||
|
Finished
|
13,222
|
11,496
|
||||||
|
Materials and supplies
|
9,446
|
9,132
|
||||||
|
$
|
63,195
|
$
|
49,798
|
|||||
For the year ended December 31, 2024, the Company recognized $1.0 million impairment of materials and supplies inventories in production costs (2023 - nil) (Note 17).
| 11. |
Mineral Properties, Plant, and Equipment
|
|
December 31, 2024
|
December 31, 2023
|
||||||||||||||||||||||||
|
Cost
|
Accumulated Depreciation
|
Carrying Value
|
Cost
|
Accumulated Depreciation
|
Carrying Value
|
||||||||||||||||||||
|
Producing:
|
|||||||||||||||||||||||||
|
Mexico
|
Las Chispas
|
$
|
339,589
|
$
|
(80,667
|
)
|
$
|
258,922
|
$
|
281,371
|
$
|
(37,130
|
)
|
$
|
244,241
|
||||||||||
|
Non-Producing:
|
|||||||||||||||||||||||||
|
Mexico
|
Other
|
2,773
|
(263
|
)
|
$
|
2,510
|
2,748
|
(261
|
)
|
$
|
2,487
|
||||||||||||||
|
Canada
|
Other
|
558
|
(128
|
)
|
$
|
430
|
58
|
(58
|
)
|
$
|
—
|
||||||||||||||
|
3,331
|
(391
|
)
|
2,940
|
2,806
|
(319
|
)
|
2,487
|
||||||||||||||||||
|
Total
|
$
|
342,920
|
$
|
(81,058
|
)
|
$
|
261,862
|
$
|
284,177
|
$
|
(37,449
|
)
|
$
|
246,728
|
|||||||||||
|
Mining Properties
|
||||||||||||||||
|
Depletable
|
Non-depletable
|
|||||||||||||||
|
Reserves and Resources
|
Exploration and Evaluation
|
Plant and Equipment
|
Total
|
|||||||||||||
|
Cost
|
||||||||||||||||
|
At December 31, 2022
|
$
|
106,636
|
$
|
2,488
|
$
|
127,815
|
$
|
236,939
|
||||||||
|
Additions
|
37,518
|
-
|
11,791
|
49,309
|
||||||||||||
|
Disposals
|
-
|
-
|
(2,071
|
)
|
(2,071
|
)
|
||||||||||
|
Transfers
|
152
|
(152
|
)
|
-
|
-
|
|||||||||||
|
At December 31, 2023
|
144,306
|
2,336
|
137,535
|
284,177
|
||||||||||||
|
Additions
|
45,570
|
-
|
13,508
|
59,078
|
||||||||||||
|
Disposals
|
-
|
-
|
(335
|
)
|
(335
|
)
|
||||||||||
|
At December 31, 2024
|
$
|
189,876
|
$
|
2,336
|
$
|
150,708
|
$
|
342,920
|
||||||||
|
Accumulated depreciation and depletion
|
||||||||||||||||
|
At December 31, 2022
|
$
|
(1,536
|
)
|
$
|
-
|
$
|
(7,305
|
)
|
$
|
(8,841
|
)
|
|||||
|
Depreciation, depletion and amortization
|
(13,063
|
)
|
-
|
(16,251
|
)
|
(29,314
|
)
|
|||||||||
|
Disposals
|
221
|
-
|
485
|
706
|
||||||||||||
|
At December 31, 2023
|
(14,378
|
)
|
-
|
(23,071
|
)
|
(37,449
|
)
|
|||||||||
|
Depreciation, depletion and amortization
|
(25,778
|
)
|
-
|
(17,901
|
)
|
(43,679
|
)
|
|||||||||
|
Disposals
|
-
|
-
|
70
|
70
|
||||||||||||
|
At December 31, 2024
|
$
|
(40,156
|
)
|
$
|
-
|
$
|
(40,902
|
)
|
$
|
(81,058
|
)
|
|||||
|
Carrying amounts
|
||||||||||||||||
|
At December 31, 2023
|
$
|
129,928
|
$
|
2,336
|
$
|
114,464
|
$
|
246,728
|
||||||||
|
At December 31, 2024
|
$
|
149,720
|
$
|
2,336
|
$
|
109,806
|
$
|
261,862
|
||||||||
|
12.
|
Accounts Payable and Accrued Liabilities
|
Accounts payable and accrued liabilities consist of:
|
December 31,
2024
|
December 31,
2023
|
|||||||
|
Trade payables
|
$
|
5,891
|
$
|
2,938
|
||||
|
Accrued liabilities
|
11,410
|
9,890
|
||||||
|
Payroll related liabilities
|
2,564
|
1,957
|
||||||
|
Share unit accrued liabilities
|
6,546
|
3,139
|
||||||
|
$
|
26,411
|
$
|
17,924
|
|||||
| 13. |
Debt
|
Revolving Facility
On November 29, 2022, the Company entered into a $120 million Credit Facility comprised of a $50 million Term Facility, maturing November 28, 2025, and a $70 million Revolving Facility, maturing November 27, 2026.
On closing the Credit Facility, the Company drew $50 million from the Term Facility and used $40 million of available cash to repay its $92.9 million secured project financing facility.
The Company fully repaid the Term Facility during the first five months of 2023 and has not drawn from the Revolving Facility in 2024 or 2023. As of December 31, 2024, the Company was in compliance with all
covenants under the $70 million Revolving Facility.
The Revolving Facility bears interest, and the Term Facility when outstanding bore interest, at a rate based initially on an adjusted Term secured overnight financing rate ("SOFR") as administered by the Federal
Reserve Bank of New York, plus an applicable margin ranging from 2.50% to 3.75%. The undrawn portion of the Revolving Facility is subject to a standby fee ranging from 0.5625% to 0.8428% per annum. During the years ended December 31, 2024 and
2023, $0.4 million and $0.6 million, respectively, of standby fees and interest were recorded as interest and finance expense.
| 14. |
Reclamation Provision
|
Changes to the reclamation and closure provision for the years ended December 31, 2024 and December 31, 2023 is as follows:
|
December 31,
2024
|
December 31,
2023
|
|||||||
|
Balance, beginning of period
|
$
|
5,855
|
$
|
4,590
|
||||
|
Accretion of reclamation provision (Note 19)
|
558
|
493
|
||||||
|
Revisions in estimates and obligations
|
(99
|
)
|
772
|
|||||
|
Balance, end of period
|
$
|
6,314
|
$
|
5,855
|
||||
The inflated and discounted provisions on the statement of financial position as at December 31, 2024, using an inflation rate of 4.7% (2023 – 4.7%) and a discount rate of 10.4% (2023 - 9.4%) being the risk-free rate based on the Bank of
Mexico's 10 year bond rate, was $6.3 million (2023 - $5.9 million). Revisions made to the reclamation obligations in 2024 were primarily a result of revisions to the estimate based on periodic reviews of closure plans. The majority of reclamation
expenditures are expected to be incurred in 2031 and 2032.
The accretion expense charged to 2024 earnings as finance expense was $0.6 million (2023 - $0.5 million). There were no reclamation expenditures paid during the current or comparative year.
| 15. |
Share Capital and Employee Compensation Plans
|
The Company grants stock options, cash-settled Performance Share Units ("PSUs"), Restricted Share Units ("RSUs"), and Deferred Share Units ("DSUs") to eligible employees, officers, and directors. The associated
expenses are recognized over the vesting period, generally within three years.
| a) |
Stock Options
|
For the years ended December 31, 2024 and 2023, the total share-based compensation expense relating to stock options was $1.6 million and $2.3 million, respectively and is
presented as a component of general and administrative expense (Note 18).
During the year ended December 31, 2024, the Company granted 634,300 stock options (2023 - 65,000) and the Company issued 2,250,779 common shares (2023 - 1,282,750), in
connection with the exercise of stock options.
The following table summarizes changes in stock options for the years ended December 31, 2024 and 2023:
|
2024
|
2023
|
|||||||||||||||
|
Number of
options
|
Weighted average
exercised price CAD
|
Number of
options
|
Weighted average
exercised price CAD
|
|||||||||||||
|
Outstanding, beginning of period
|
4,105
|
$
|
9.16
|
5,560
|
$
|
7.87
|
||||||||||
|
Granted
|
634
|
7.51
|
65
|
7.13
|
||||||||||||
|
Exercised
|
(2,251
|
)
|
8.61
|
(1,283
|
)
|
3.34
|
||||||||||
|
Forfeited
|
(123
|
)
|
9.42
|
(238
|
)
|
9.80
|
||||||||||
|
Outstanding, end of period
|
2,365
|
$
|
9.23
|
4,104
|
$
|
9.16
|
||||||||||
The following table summarizes information about the Company's stock options outstanding at December 31, 2024:
|
Options Outstanding
|
Options Exercisable
|
|||||||||||||||||||||
|
Range of Exercise Prices CAD
|
Number
Outstanding
as at
December 31,
2024
|
Weighted Average Remaining Contractual Life (years)
|
Weighted Average Exercise Price CAD
|
Number
Outstanding
as at
December 31,
2024
|
Weighted Average Exercise Price CAD
|
|||||||||||||||||
|
$
|
7.13 - $8.21
|
668
|
4.0
|
$
|
7.41
|
17
|
$
|
7.31
|
||||||||||||||
|
$
|
8.22 - $8.50
|
558
|
3.0
|
8.50
|
351
|
8.50
|
||||||||||||||||
|
$
|
8.51 - $10.80
|
492
|
1.9
|
9.80
|
492
|
9.80
|
||||||||||||||||
|
$
|
10.81 - $12.63
|
647
|
1.2
|
11.27
|
622
|
11.27
|
||||||||||||||||
|
2,365
|
2.6
|
$
|
9.23
|
1,482
|
$
|
10.08
|
||||||||||||||||
The following assumptions were used in the Black-Scholes option pricing model in determining the fair value of options granted during the year ended December 31:
|
2024
|
2023
|
|||||||
|
Expected life (years)
|
3.7
|
4.0
|
||||||
|
Expected volatility
|
55.9
|
%
|
55.9
|
%
|
||||
|
Expected dividend yield
|
—
|
%
|
—
|
%
|
||||
|
Risk-free interest rate
|
3.8
|
%
|
4.0
|
%
|
||||
|
Expected forfeiture rate
|
1.0
|
%
|
1.0
|
%
|
||||
| b) |
PSUs
|
PSUs are granted to select personnel where each PSU has a value equivalent to one SilverCrest common share. PSU grants outstanding will vest on the date that is three years from the date of grant subject to certain
exceptions. Performance results at the end of the performance period relative to predetermined performance criteria and the application of the corresponding performance multiplier determine how many PSUs vest for each participant. The number of
PSUs that will vest ranges from 0% to 200% of the notional number of common shares, with settlement occurring either in cash or common shares, determined at the discretion of the Board.
The Board of Directors approved the issuance of 96,900 PSUs for the year ended December 31, 2024 with a share price of CAD $7.57 (2023 - 61,875 PSUs approved at a share price of CAD $7.29).
The Company recorded a $0.9 million expense for PSUs for the year ended December 31, 2024 (2023 - $0.5 million) which is included in general and administrative expense (Note 18).
The following table summarizes changes in PSUs for the years ended December 31, 2024 and 2023:
|
2024
|
2023
|
|||||||||||||||
|
Number outstanding
|
Fair value
|
Number outstanding
|
Fair value
|
|||||||||||||
|
Outstanding, beginning of period
|
153
|
$
|
705
|
174
|
$
|
764
|
||||||||||
|
Granted
|
97
|
377
|
62
|
451
|
||||||||||||
|
Settled for cash
|
(62
|
)
|
(405
|
)
|
(83
|
)
|
(535
|
)
|
||||||||
|
Change in value
|
—
|
491
|
—
|
25
|
||||||||||||
|
Outstanding, end of period
|
188
|
1,168
|
153
|
705
|
||||||||||||
| c) |
RSUs
|
RSUs are granted to select personnel where each RSU has a value equivalent to one SilverCrest common share. The RSUs vest in 1/3 installments at the first, second and third
anniversary date of the grant, with settlement occurring either in cash or common shares, determined at the discretion of the Board.
The Company recorded a $2.1 million expense for RSUs for the year ended December 31, 2024 (2023 - $0.8 million) which is included in general and administrative expense (Note
18).
The following table summarizes changes in RSUs for the years ended December 31, 2024 and 2023:
|
2024
|
2023
|
|||||||||||||||
|
Number outstanding
|
Fair value
|
Number outstanding
|
Fair value
|
|||||||||||||
|
Outstanding, beginning of period
|
235
|
$
|
1,055
|
249
|
$
|
254
|
||||||||||
|
Granted
|
387
|
1,833
|
—
|
—
|
||||||||||||
|
Settled for cash
|
(169
|
)
|
(1,406
|
)
|
—
|
—
|
||||||||||
|
Settled for shares
|
(3
|
)
|
(16
|
)
|
—
|
—
|
||||||||||
|
Forfeited
|
(30
|
)
|
—
|
(14
|
)
|
(20
|
)
|
|||||||||
|
Change in value
|
—
|
753
|
—
|
821
|
||||||||||||
|
Outstanding, end of period
|
420
|
2,219
|
235
|
1,055
|
||||||||||||
| d) |
DSUs
|
DSUs are granted to non-executive directors where each DSU has a value equivalent to one SilverCrest common share which vest on grant date. DSUs must be retained until the
director leaves the Board, with settlement occurring either in cash or common shares, determined at the discretion of the Board.
The Company recorded a $1.3 million expense for DSUs for the year ended December 31, 2024 (2023 - $0.7 million) which is included in general and administrative expense (Note
18).
The following table summarizes changes in DSUs for the years ended December 31, 2024 and 2023:
|
2024
|
2023
|
|||||||||||||||
|
Number outstanding
|
Fair value
|
Number outstanding
|
Fair value
|
|||||||||||||
|
Outstanding, beginning of period
|
228
|
$
|
1,498
|
228
|
$
|
1,364
|
||||||||||
|
Granted
|
119
|
1,082
|
—
|
—
|
||||||||||||
|
Change in value
|
—
|
579
|
—
|
134
|
||||||||||||
|
Outstanding, end of period
|
347
|
3,159
|
228
|
1,498
|
||||||||||||
| e) |
Authorized Shares
|
The Company's authorized capital stock consists of an unlimited number of common shares and an unlimited number of preferred shares without nominal or par value.
| f) |
Normal Course Issuer Bid ("NCIB") - Share repurchase program and share cancellation
|
During 2023, the Company received TSX acceptance of an NCIB permitting the Company to purchase up to 7,361,563 common shares of the Company over a 12-month period beginning
on August 14, 2023. Under the NCIB, the Company may purchase up to a maximum of 80,376 common shares on the TSX during any trading day. All common shares, if any, purchased pursuant to the NCIB will be cancelled.
Share repurchases and cancellations are recorded by allocating any excess consideration over book value to deficit.
No shares were repurchased under the NCIB during the year ended December 31, 2024 and the program expired on August 14, 2024. During the year ended December 31, 2023, 1.5
million common shares were repurchased at an average price of CAD $6.44 per share for a total purchase of $7.1 million. As a result, the Company allocated $4.0 million to capital stock and $3.1 million to deficit.
| 16. |
Revenue
|
During 2024, the Company had revenue of $301.9 million (2023 ‐ $245.1 million) from the sale of 59.8 thousand (2023 – 58.2 thousand) gold ounces and 5.7 million (2023 – 5.6 million) silver ounces to four (2023 –
three) customers.
The Company has four customers that account for 39%, 43%, 5%, and 13% respectively, of total gold and silver revenue (2023 - 3 customers of 51%, 44%, and 5%, respectively). The loss of certain of these customers or
curtailment of purchases by such customers could have a material adverse effect on the Company’s financial performance, financial position, and cash flows.
|
2024
|
2023
|
|||||||
|
Gold
|
$
|
140,900
|
$
|
113,263
|
||||
|
Silver
|
161,028
|
131,867
|
||||||
|
Revenue
|
$
|
301,928
|
$
|
245,130
|
||||
| 17. |
Production Costs
|
|
2024
|
2023
|
|||||||
|
Materials and consumables
|
$
|
48,938
|
$
|
36,550
|
||||
|
Salaries and benefits
|
11,675
|
10,726
|
||||||
|
Contractors
|
28,769
|
20,681
|
||||||
|
Refining and transportation
|
1,910
|
2,093
|
||||||
|
Other
|
2,599
|
2,387
|
||||||
|
Changes in inventories
|
(6,383
|
)
|
1,671
|
|||||
|
$
|
87,508
|
$
|
74,108
|
|||||
| 18. |
General and Administrative Expenses
|
|
2024
|
2023
|
|||||||
|
Corporate administration
|
$
|
14,042
|
$
|
11,566
|
||||
|
Share-based compensation
|
5,936
|
4,190
|
||||||
|
$
|
19,978
|
$
|
15,756
|
|||||
| 19. |
Interest and Finance Expense
|
|
2024
|
2023
|
|||||||
|
Interest expense
|
$
|
590
|
$
|
1,461
|
||||
|
Reclamation accretion expense (Note 14)
|
558
|
493
|
||||||
|
Other financing costs
|
81
|
759
|
||||||
|
$
|
1,229
|
$
|
2,713
|
|||||
| 20. |
Income Taxes
|
The income taxes recognized in net earnings and comprehensive earnings are as follows:
|
2024
|
2023
|
|||||||
|
Current tax expense
|
$
|
46,244
|
$
|
29,631
|
||||
|
Deferred tax expense (recovery)
|
27,738
|
(23,105
|
)
|
|||||
|
$
|
73,982
|
$
|
6,526
|
|||||
Reconciliation of effective income tax rate:
|
2024
|
2023
|
|||||||
|
Earnings for the year before income taxes
|
$
|
143,318
|
$
|
123,246
|
||||
|
Statutory tax rate
|
27
|
%
|
27
|
%
|
||||
|
Income taxes computed at statutory rates
|
38,696
|
33,276
|
||||||
|
Increase (decrease) due to:
|
||||||||
|
Share based payments
|
443
|
441
|
||||||
|
Mexican inflationary adjustments
|
(3,247
|
)
|
(4,893
|
)
|
||||
|
Permanent differences
|
286
|
334
|
||||||
|
Differing effective tax rate on loss in foreign jurisdiction
|
5,797
|
3,455
|
||||||
|
Impact of share issuance costs
|
—
|
(110
|
)
|
|||||
|
Impact of foreign exchange and other
|
18,841
|
(12,856
|
)
|
|||||
|
Recognition of previously unrecognized tax benefit
|
(3,115
|
)
|
(25,589
|
)
|
||||
|
Effect of other taxes (recovered) paid, mining and withholding
|
8,988
|
8,725
|
||||||
|
Unrecognized deferred tax assets
|
4,597
|
4,836
|
||||||
|
Change in unrecognized temporary differences and other
|
2,696
|
(1,093
|
)
|
|||||
|
$
|
73,982
|
$
|
6,526
|
|||||
The approximate tax effect of each item that gives rise to the Company's recognized deferred tax assets and liabilities as at December 31, 2024 and 2023 is as follows:
|
2024
|
2023
|
|||||||
|
Deferred income tax assets
|
||||||||
|
Mineral properties, plant and equipment
|
$
|
-
|
$
|
15,031
|
||||
|
Non-capital losses
|
530
|
2,411
|
||||||
|
Reclamation & closure provision
|
1,894
|
1,756
|
||||||
|
Special mining duties
|
4,370
|
3,623
|
||||||
|
Withholding tax
|
-
|
1,536
|
||||||
|
Other
|
995
|
1,429
|
||||||
|
7,789
|
25,786
|
|||||||
|
Deferred income tax liabilities
|
||||||||
|
Inventory
|
(2,636
|
)
|
-
|
|||||
|
Mineral properties, plant, and equipment
|
(8,922
|
)
|
-
|
|||||
|
Debt
|
(283
|
)
|
(1,557
|
)
|
||||
|
Special mining duties
|
(847
|
)
|
(1,506
|
)
|
||||
|
(12,688
|
)
|
(3,063
|
)
|
|||||
|
Net deferred tax asset (liability)
|
$
|
(4,899
|
)
|
$
|
22,723
|
|||
|
Deferred tax assets
|
$
|
-
|
$
|
22,723
|
||||
|
Deferred tax liabilities
|
$
|
(5,015
|
)
|
$
|
-
|
|||
The approximate tax effect of each item that gives rise to the Company's unrecognized deferred tax assets and liabilities are as follows:
|
2024
|
2023
|
|||||||
|
Non-capital losses
|
$
|
8,801
|
$
|
4,140
|
||||
|
Mineral properties, plant and equipment
|
6
|
35
|
||||||
|
Financing fees
|
386
|
1,047
|
||||||
|
Foreign Exchange
|
2,417
|
-
|
||||||
|
Share Based Compensation
|
1,612
|
-
|
||||||
|
Withholding tax
|
3,800
|
2,264
|
||||||
|
Unrecognized deferred tax assets
|
(16,735
|
)
|
(7,491
|
)
|
||||
|
Other
|
(287
|
)
|
5
|
|||||
|
$
|
-
|
$
|
-
|
|||||
The Company has the following deductible temporary differences for which no deferred tax assets have been recognized:
|
Expiry Dates
|
2024
|
2023
|
||||||||||
|
Non-capital losses
|
2027-2044
|
$
|
32,596
|
$
|
15,295
|
|||||||
|
Mineral properties, plant and equipment
|
No Expiry
|
23
|
114
|
|||||||||
|
Financing fees
|
2044-2047
|
1,431
|
3,875
|
|||||||||
|
Foreign Exchange
|
No Expiry
|
9,559
|
-
|
|||||||||
|
Share Based Compensation
|
No Expiry
|
5,969
|
-
|
|||||||||
|
Withholding tax
|
No Expiry
|
3,800
|
6,182
|
|||||||||
|
Other
|
No Expiry
|
426
|
17
|
|||||||||
|
$
|
53,804
|
$
|
25,483
|
|||||||||
At December 31, 2024, the Company had unrecognized non-capital loss carry forwards of approximately $32.2 million (2023 - $14.9 million unrecognized), which expire between 2040 and 2044, available to offset future
taxable income in Canada. The Company also had unrecognized non-capital loss carry forwards of approximately $0.4 million (2023 - $0.4 million unrecognized), which expire between 2027 and 2034, available to offset future taxable income in Mexico.
| 21. |
Supplemental Cash Flow
|
The following table summarizes other operating activities adjustments for non-cash income statement items in operating activities:
|
Other operating activities
|
2024
|
2023
|
||||||
|
Adjustments for non-cash income statement items:
|
||||||||
|
Reclamation accretion expense (Note 14)
|
$
|
558
|
$
|
493
|
||||
|
Bullion gains (Note 9, 25)
|
(4,628
|
)
|
(640
|
)
|
||||
|
Derivative losses (gains) (Note 8, 25)
|
11,530
|
(95
|
)
|
|||||
|
Losses on sale of mineral properties, plant and equipment (Note 11)
|
7
|
—
|
||||||
|
$
|
7,467
|
$
|
(242
|
)
|
||||
The following table summarizes the change in working capital in operating activities:
|
Change in working capital
|
2024
|
2023
|
||||||
|
Trade and other receivables
|
$
|
3,725
|
$
|
3,041
|
||||
|
Inventories
|
(6,698
|
)
|
(1,449
|
)
|
||||
|
Prepaid expenses
|
(6,805
|
)
|
(2,527
|
)
|
||||
|
Accounts payable
|
4,206
|
4,544
|
||||||
|
Provisions
|
—
|
(855
|
)
|
|||||
|
$
|
(5,572
|
)
|
$
|
2,754
|
||||
| 22. |
Segmented Information
|
The Company’s reportable segments are assessed regularly for performance by the Company’s Chief Executive Officer, who is the Company’s chief operating decision maker ("CODM"). The Company has concluded that it has
a single operating segment: Las Chispas Mine, which includes Picacho. Other business activities, including those related to the corporate office, that are not reportable are combined and presented as "all other" to reconcile with the Company's
consolidated results.
Segments and their performance measures are listed below:
|
For the year ended December 31, 2024
|
||||||||||||||||||||
|
Segment
|
Revenue
|
Production costs
and government
royalties
|
Depreciation
|
Mine operating
earnings
|
Capital expenditures
|
|||||||||||||||
|
Las Chispas
|
$
|
301,928
|
$
|
88,880
|
$
|
36,576
|
$
|
176,472
|
$
|
56,116
|
||||||||||
|
All other
|
—
|
—
|
—
|
—
|
24
|
|||||||||||||||
|
$
|
301,928
|
$
|
88,880
|
$
|
36,576
|
$
|
176,472
|
$
|
56,140
|
|||||||||||
|
For the year ended December 31, 2023
|
||||||||||||||||||||
|
Segment
|
Revenue
|
Production costs
and government
royalties
|
Depreciation
|
Mine operating
earnings
|
Capital expenditures
|
|||||||||||||||
|
Las Chispas
|
$
|
245,130
|
$
|
75,476
|
$
|
21,348
|
$
|
148,306
|
$
|
51,118
|
||||||||||
|
All other
|
—
|
—
|
—
|
—
|
139
|
|||||||||||||||
|
$
|
245,130
|
$
|
75,476
|
$
|
21,348
|
$
|
148,306
|
$
|
51,257
|
|||||||||||
|
At December 31, 2024
|
||||||||||||
|
Segment
|
Assets
|
Liabilities
|
Net assets
|
|||||||||
|
Las Chispas
|
$
|
435,036
|
$
|
48,724
|
$
|
386,312
|
||||||
|
All other
|
124,561
|
23,457
|
101,104
|
|||||||||
|
$
|
559,597
|
$
|
72,181
|
$
|
487,416
|
|||||||
|
At December 31, 2023
|
||||||||||||
|
Segment
|
Assets
|
Liabilities
|
Net assets
|
|||||||||
|
Las Chispas
|
$
|
420,613
|
$
|
43,899
|
$
|
376,714
|
||||||
|
All other
|
39,561
|
13,950
|
25,611
|
|||||||||
|
$
|
460,174
|
$
|
57,849
|
$
|
402,325
|
|||||||
|
23.
|
Contingencies
|
The Company is subject to various investigations, claims and legal and tax proceedings covering matters that arise in the ordinary course of business activities. These matters are inherently uncertain, and there is
a potential for some of them to be resolved unfavorably for the Company. It is management's opinion that none of these matters are anticipated to have a material impact on the Company's results of operations or financial condition.
The following is a summary of the contingent matters and obligations relating to the Company as at December 31, 2024.
General
The Company is subject to various investigations, claims and legal and tax proceedings covering matters that arise in the ordinary course of business activities. These matters are inherently uncertain, and there is
a potential for some of them to be resolved unfavorably for the Company. As of the date of the financial statements, specific conditions may be present that could lead to a financial loss for the Company.
It is management's opinion that none of these matters are anticipated to have a material impact on the Company's results of operations or financial condition.
Legal Proceedings
SilverCrest faces various claims and legal proceedings spanning a broad spectrum of issues arising in the routine course of our business activities. The Company is subject to claims initiated by current or former
employees and proceedings in its commercial relationships. While SilverCrest would, when appropriate, defend against any such allegations, the possibility of incurring losses exists if our defense against these claims proves unsuccessful. In the
opinion of management, these matters are not expected to have a material impact on the Company.
| 24. |
Related Party Transactions
|
The Company’s related parties include its subsidiaries, and key management personnel, which primarily consists of short- term employee benefits and share-based compensation. There were no transactions with related
parties outside of the ordinary course of business during the year ended December 31, 2024.
Compensation of key management personnel
Key management personnel compensation is summarized as follows:
|
2024
|
2023
|
|||||||
|
Short-term employee benefits(1)
|
$
|
3,364
|
$
|
3,257
|
||||
|
Share-based compensation(2)
|
1,881
|
2,552
|
||||||
|
$
|
5,245
|
$
|
5,809
|
|||||
| (1) |
Includes annual salaries and short-term incentives.
|
| (2) |
Includes annual stock option grants, DSUs, RSUs, and PSUs.
|
| 25. |
Other Expense
|
|
2024
|
2023
|
|||||||
|
Derivative (losses) gains (Note 8(b))
|
$
|
(11,530
|
)
|
$
|
95
|
|||
|
Bullion (losses) gains
|
4,628
|
640
|
||||||
|
Mineral properties, plant and equipment losses (Note 11)
|
(7
|
)
|
—
|
|||||
|
Miscellaneous expense
|
(55
|
)
|
(3,388
|
)
|
||||
|
$
|
(6,964
|
)
|
$
|
(2,653
|
)
|
|||
| 26. |
Acquisition by Coeur Mining, Inc.
|
On October 3, 2024, the Company and Coeur entered into a definitive agreement whereby Coeur agreed to acquire all of the issued and outstanding shares of SilverCrest pursuant to a plan of arrangement (Note 1). The
transaction closed on February 14, 2025. Pursuant to the Transaction, SilverCrest shareholders received 1.6022 Coeur common shares for each SilverCrest common share for total consideration of approximately $1.6 billion, based on the closing price
of Coeur common shares on February 14, 2025.
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information (“Unaudited Pro Forma Financial Information”) has been
prepared based on the historical audited consolidated financial statements of Coeur Mining, Inc., a Delaware corporation (“Coeur”) and SilverCrest Metals Inc., a corporation existing under the laws of the Province of British Columbia, Canada
(“SilverCrest”), as indicated below, after giving effect to the acquisition by Coeur of all of the issued and outstanding common shares of SilverCrest (the “Arrangement”) and is intended to provide information about how the Arrangement might have
affected Coeur’s historical financial statements.
The unaudited pro forma condensed combined statements of operations (“Unaudited Pro Forma Statement of Operations”) for the year ended December 31,
2024, combines the historical audited consolidated statements of operations of Coeur for the corresponding periods, with the respective historical audited consolidated income statements of SilverCrest, as if the Arrangement had occurred on January
1, 2024. The unaudited pro forma condensed combined balance sheet (“Unaudited Pro Forma Balance Sheet”) as of December 31, 2024, combines the historical audited consolidated balance sheet of Coeur and the historical audited consolidated statement
of financial position of SilverCrest each as of December 31, 2024, as if the Arrangement had occurred on December 31, 2024.
The Unaudited Pro Forma Financial Information has been developed from and should be read in conjunction with:
| • |
the accompanying notes to the Unaudited Pro Forma Financial Information;
|
| • |
the historical audited consolidated financial statements of Coeur for the year ended December 31, 2024, included in Coeur’s annual report on Form 10-K, filed with
the SEC on February 19, 2025;
|
| • |
the historical audited consolidated financial statements of SilverCrest for the year ended December 31, 2024, included as Exhibit 99.2; and
|
| • |
other information relating to Coeur and SilverCrest contained in or incorporated by reference into this document.
|
The Unaudited Pro Forma Financial Information is presented using the acquisition method of accounting, as further described in Note 1,
with Coeur as the acquirer of SilverCrest. Under the acquisition method of accounting, the purchase price is allocated to the underlying tangible and intangible assets acquired and liabilities assumed of SilverCrest based on their respective fair
market values with any excess purchase price allocated to goodwill.
The Unaudited Pro Forma Financial Information is presented for informational purposes only. The information has been prepared in
accordance with Article 11 of Regulation S-X of the SEC as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” using the assumptions set forth in the notes to the Unaudited Pro
Forma Financial Information. The information has been adjusted to include estimated Arrangement accounting adjustments, which reflect the application of the accounting required by U.S. GAAP.
The information is not necessarily indicative of the financial position and results of operations that
actually would have been achieved had the Arrangement occurred as of the dates indicated herein, nor do they purport to project the future financial position and operating results of the combined company. The Unaudited Pro Forma Financial
Information also does not reflect the costs of any integration activities or cost savings or synergies expected to be achieved as a result of the Arrangement and, accordingly, do not attempt to predict or suggest future results.
1
Coeur Mining, Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet
As of December 31, 2024
|
Historical
Coeur |
Reclassified
Historical SilverCrest (Note 3) |
IFRS to U.S.
GAAP and Accounting Policy Adjustments (Note 4) |
(Note)
|
Arrangement Accounting Adjustments (Note 5)
|
(Note)
|
Pro Forma
Combined |
||||||||||||||||
|
In thousands, except share data
ASSETS
|
||||||||||||||||||||||
|
CURRENT ASSETS
|
||||||||||||||||||||||
|
Cash and cash equivalents
|
$
|
55,087
|
$
|
153,417
|
$
|
—
|
$
|
—
|
$
|
208,504
|
||||||||||||
|
Receivables
|
29,930
|
19,843
|
—
|
—
|
49,773
|
|||||||||||||||||
|
Inventory
|
78,617
|
63,195
|
—
|
78,688
|
5(b)
|
220,500
|
||||||||||||||||
|
Ore on leach pads
|
92,724
|
—
|
—
|
—
|
92,724
|
|||||||||||||||||
|
Bullion
|
—
|
39,992
|
—
|
—
|
39,992
|
|||||||||||||||||
|
Prepaid expenses and other
|
16,741
|
7,973
|
—
|
—
|
24,714
|
|||||||||||||||||
|
|
273,099
|
284,420
|
—
|
78,688
|
636,207
|
|||||||||||||||||
|
NON-CURRENT ASSETS
|
||||||||||||||||||||||
|
Property, plant and equipment and mining properties, net
|
1,817,616
|
261,862
|
(5,341
|
)
|
4(a)(b)
|
752,983
|
5(c)
|
2,827,120
|
||||||||||||||
|
Goodwill
|
—
|
—
|
—
|
570,101
|
5(g)
|
570,101
|
||||||||||||||||
|
Ore on leach pads
|
106,670
|
—
|
—
|
—
|
106,670
|
|||||||||||||||||
|
Restricted assets
|
8,512
|
—
|
—
|
—
|
8,512
|
|||||||||||||||||
|
Receivables
|
19,583
|
7,350
|
—
|
—
|
26,933
|
|||||||||||||||||
|
Other
|
76,267
|
5,965
|
—
|
—
|
82,232
|
|||||||||||||||||
|
TOTAL ASSETS
|
$
|
2,301,747
|
$ | 559,597 | $ | (5,341 | ) | $ | 1,401,772 | $ | 4,257,775 | |||||||||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||||||||||||||||
|
|
||||||||||||||||||||||
|
CURRENT LIABILITIES
|
||||||||||||||||||||||
|
Accounts payable
|
$
|
125,877
|
$
|
4,896
|
$
|
—
|
$
|
—
|
$
|
130,773
|
||||||||||||
|
Accrued liabilities and other
|
156,609
|
55,067
|
—
|
18,915
|
5(a)(d)(e)
|
230,591
|
||||||||||||||||
|
Debt
|
31,380
|
341
|
—
|
—
|
31,721
|
|||||||||||||||||
|
Reclamation
|
16,954
|
—
|
—
|
—
|
16,954
|
|||||||||||||||||
|
|
330,820
|
60,304
|
—
|
18,915
|
410,039
|
|||||||||||||||||
|
NON-CURRENT LIABILITIES
|
||||||||||||||||||||||
|
Debt
|
558,678
|
548
|
—
|
—
|
559,226
|
|||||||||||||||||
|
Reclamation
|
243,538
|
5,015
|
3,825
|
4(b)
|
—
|
252,378
|
||||||||||||||||
|
Deferred tax liabilities
|
7,258
|
6,314
|
(2,958
|
) |
4(a)(c) |
278,703
|
5(e)
|
289,317
|
||||||||||||||
|
Other long-term liabilities
|
38,201
|
—
|
590
|
4(c)
|
—
|
38,791
|
||||||||||||||||
|
|
847,675
|
11,877
|
1,457
|
278,703
|
1,139,712
|
|||||||||||||||||
|
COMMITMENTS AND CONTINGENCIES
|
||||||||||||||||||||||
|
STOCKHOLDERS’ EQUITY
|
||||||||||||||||||||||
|
Common stock, par value $0.01 per share
|
3,992
|
—
|
—
|
242
|
5(f)
|
4,234
|
||||||||||||||||
|
Additional paid-in capital
|
4,181,521
|
433,983
|
—
|
1,156,530
|
5(f)
|
5,772,034
|
||||||||||||||||
|
Currency translation adjustment
|
—
|
(3,538
|
)
|
—
|
3,538
|
5(f)
|
—
|
|||||||||||||||
|
Accumulated other comprehensive income (loss)
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||
|
Accumulated deficit
|
(3,062,261
|
)
|
56,971
|
(6,798
|
)
|
(56,156
|
)
|
5(f)
|
(3,068,244
|
)
|
||||||||||||
|
|
1,123,252
|
487,416
|
(6,798
|
)
|
1,104,154
|
2,708,024
|
||||||||||||||||
|
|
||||||||||||||||||||||
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$ | 2,301,747 | $ | 559,597 | $ | (5,341 | ) | $ | 1,401,772 | $ | 4,257,775 | |||||||||||
2
Coeur Mining, Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2024
|
In thousands
|
Historical
Coeur
|
Reclassified
Historical
SilverCrest
(Note 3)
|
IFRS to U.S.
GAAP and
Accounting
Policy
Adjustments
(Note 4)
|
(Note)
|
Arrangement Accounting Adjustments (Note 5)
|
(Note)
|
Pro Forma
Combined
|
|||||||||||||||
|
Revenue
|
$
|
1,054,006
|
$
|
301,928
|
$
|
—
|
$
|
—
|
$
|
1,355,934
|
||||||||||||
|
COSTS AND EXPENSES
|
||||||||||||||||||||||
|
Costs applicable to sales(1)
|
606,192
|
93,398
|
187
|
4(c)
|
78,688 | 5(b) |
778,465 | |||||||||||||||
|
Amortization
|
124,974
|
36,729
|
5,428
|
4(a)(b)
|
|
98,356
|
5(c)
|
265,487
|
||||||||||||||
|
General and administrative
|
47,727
|
15,266
|
—
|
—
|
62,993
|
|||||||||||||||||
|
Exploration
|
59,658
|
1,609
|
—
|
—
|
61,267
|
|||||||||||||||||
|
Pre-development, reclamation, and other
|
51,273
|
7,343
|
531
|
4(b)
|
5,983 | 5(a) |
65,130
|
|||||||||||||||
|
Total costs and expenses
|
889,824
|
154,345
|
6,146
|
183,027
|
1,233,342
|
|||||||||||||||||
|
Income (loss) from operations
|
164,182
|
122,592
|
||||||||||||||||||||
|
OTHER INCOME (EXPENSE), NET
|
||||||||||||||||||||||
|
Gain (loss) on debt extinguishment
|
417
|
—
|
—
|
—
|
417
|
|||||||||||||||||
|
Fair value adjustments, net
|
—
|
(6,902
|
)
|
—
|
—
|
(6,902
|
)
|
|||||||||||||||
|
Interest expense, net of capitalized interest
|
(51,276
|
)
|
(671
|
)
|
—
|
—
|
(51,947
|
)
|
||||||||||||||
|
Other, net
|
13,027
|
3,308
|
—
|
—
|
16,335
|
|||||||||||||||||
|
Total other income (expense), net
|
(37,832
|
)
|
(4,265
|
)
|
—
|
—
|
(42,097
|
)
|
||||||||||||||
|
Income (loss) before income and mining taxes
|
126,350
|
143,318
|
(6,146
|
)
|
(183,027
|
)
|
80,495
|
|||||||||||||||
|
Income and mining tax (expense) benefit
|
(67,450
|
)
|
(73,982
|
)
|
1,783
|
4(a)(b)(c)
|
46,110
|
5(e)
|
(93,539
|
)
|
||||||||||||
|
NET INCOME (LOSS)
|
$
|
58,900
|
$
|
69,336
|
$
|
(4,363
|
)
|
$
|
(136,917
|
)
|
$
|
(13,044 | ) |
|||||||||
|
OTHER COMPREHENSIVE INCOME (LOSS):
|
||||||||||||||||||||||
|
Change in fair value of derivative contracts designated as cash flow hedges
|
(18,507
|
)
|
—
|
—
|
—
|
(18,507
|
)
|
|||||||||||||||
|
Reclassification adjustments for realized (gain) loss on cash flow hedges
|
17,176
|
—
|
—
|
—
|
17,176
|
|||||||||||||||||
|
Other comprehensive income (loss)
|
(1,331
|
)
|
—
|
—
|
—
|
(1,331
|
)
|
|||||||||||||||
|
COMPREHENSIVE INCOME (LOSS)
|
$
|
57,569
|
$
|
69,336
|
$
|
(4,363
|
)
|
$
|
(136,917
|
)
|
$
|
(14,375 | ) |
|||||||||
|
|
||||||||||||||||||||||
|
NET INCOME (LOSS) PER SHARE
|
||||||||||||||||||||||
|
Basic income (loss) per share:
|
||||||||||||||||||||||
|
Basic
|
$
|
0.15
|
5(h)
|
$
|
(0.02
|
) |
||||||||||||||||
|
|
||||||||||||||||||||||
|
Diluted
|
$
|
0.15
|
5(h)
|
$
|
(0.02
|
) |
||||||||||||||||
3
1. Description of the Transaction
On October 3, 2024, Coeur, SilverCrest, 1504648 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws of the
Province of British Columbia, Canada and a wholly-owned subsidiary of Coeur (“Canadian Sub”), Coeur Rochester, Inc., a Delaware corporation, and Compañía Minera La Llamarada, S.A. de C.V., a company existing under the laws of Mexico, agreed to the
Arrangement. On February 14, 2025 (the “Closing Date”), pursuant to the terms and conditions set forth in the Arrangement Agreement, Coeur (through the Canadian Sub) acquired all of the issued and outstanding common shares of SilverCrest (each, a
“SilverCrest Common Share”) pursuant to a Plan of Arrangement with SilverCrest becoming a wholly-owned subsidiary of Coeur. In connection with the closing of the Arrangement, Coeur issued 239,331,799 shares of Coeur common stock, par value $0.01 per
share (“Coeur common stock”).
4
2. Basis of Presentation
The accompanying Unaudited Pro Forma Financial Information presents the Unaudited Pro Forma Statements of Operations and Unaudited Pro Forma Balance
Sheet of Coeur prepared in accordance with Article 11 of SEC Regulation S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”. Coeur and SilverCrest prepare their
consolidated financial statements on the basis of a fiscal year ended December 31, 2024. The unaudited pro forma statements of operations were prepared using:
| • |
the historical audited consolidated statement of operations of Coeur for the year ended December 31, 2024; and
|
| • |
the historical audited consolidated statement of earnings of SilverCrest for the year ended December 31, 2024
|
The historical audited consolidated financial statements of Coeur are prepared in accordance with U.S. GAAP and are reported in U.S. dollars. The
historical audited consolidated financial statements of SilverCrest are prepared in accordance with IFRS as issued by the IASB are reported in U.S. dollars.
The unaudited pro forma statements of operations and the Unaudited Pro Forma Balance Sheet give effect to the Arrangement as if it had occurred on
January 1, 2024, and December 31, 2024, respectively.
The Arrangement will be accounted for using the acquisition method of accounting, as prescribed in Accounting Standards Codification 805, Business
Combinations, (“ASC 805”), under U.S. GAAP, which requires an allocation of the purchase price to the assets acquired and liabilities assumed, based on their fair values as of the date of the Arrangement. As of the date of this filing, Coeur has not
completed the detailed valuation study necessary to arrive at the required final estimates of the fair value of SilverCrest’s assets to be acquired and liabilities to be assumed and the related allocations of purchase price.
Material adjustments have been made to reflect SilverCrest’s historical audited consolidated financial statements on a U.S. GAAP basis for purposes of
Unaudited Pro Forma Financial Information and to align SilverCrest’s historical significant accounting policies under IFRS to Coeur’s significant accounting policies under U.S. GAAP. As of the date of this filing, Coeur has not identified all
adjustments necessary to convert SilverCrest’s historical audited financial statements prepared in accordance with IFRS to U.S. GAAP and to conform SilverCrest’s accounting policies to Coeur’s accounting policies.
A final determination of the fair value of SilverCrest’s assets and liabilities, including property, plant and mine development, will be based on the
actual property, plant and mine development of SilverCrest that exist as of the closing date of the Arrangement. As a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes
available and as additional analysis is performed. The preliminary pro forma adjustments have been made solely for the purpose of providing the Unaudited Pro Forma Financial Information presented herein. Coeur has estimated the fair value of
SilverCrest’s assets and liabilities based on discussions with SilverCrest’s management, preliminary valuation studies, due diligence and information presented in SilverCrest’s filings with the Canadian securities authorities.
A final determination of fair value of SilverCrest’s assets and liabilities has not been finalized as of the date of filing. Any increases or
decreases in the fair value of assets acquired and liabilities assumed upon completion of the final valuations will result in adjustments to the unaudited pro forma balance sheet and unaudited pro forma statements of operations. The final purchase
price allocation may be materially different than that reflected in the pro forma purchase price allocation presented herein.
5
Purchase Consideration
On the Closing Date, pursuant to the terms and conditions set forth in the Arrangement Agreement, Coeur (through the Canadian Sub) acquired all of the
SilverCrest Common Share pursuant to a Plan of Arrangement with SilverCrest becoming a wholly-owned subsidiary of Coeur.
At the effective time of the Arrangement (the “Effective Time”), among other things:
• each SilverCrest shareholder received 1.6022 shares of
common stock (the “Exchange Ratio”), par value $0.01 per share, of Coeur (the “Coeur Common Stock”), in exchange for each SilverCrest Common Share they held; and
• each option to purchase SilverCrest Common Shares (a
“SilverCrest Option”) outstanding immediately prior to the Effective Time was exchanged for an option to acquire shares of Coeur Common Stock (a “Coeur Option”), exercisable to purchase from Coeur the number of shares of Coeur Common Stock equal to
the product of (1) the number of SilverCrest Common Shares subject to the SilverCrest Option immediately before the Effective Time multiplied by (2) the Exchange Ratio (rounded down to the nearest whole number of shares of Coeur Common Stock).
The total purchase consideration of approximately $1,518
million was determined as of the acquisition and is further discussed in the following table
|
(in thousands, except for share and per share data)
|
Shares
|
Per Share
|
Preliminary Purchase Consideration
|
|||||||||
|
Shares of Coeur exchanged for SilverCrest issued and outstanding common shares
|
239,331,799
|
$
|
6.61
|
$
|
1,581,983
|
|||||||
|
Fair value of replacement stock-based compensation awarded 1
|
8,772
|
|||||||||||
|
Fair value of Coeur payable to SilverCrest repurchased
|
(72,311
|
)
|
||||||||||
|
Total Preliminary Purchase Consideration
|
$
|
1,518,444
|
||||||||||
1 - Represents 3.3 million shares of Coeur Options granted as replacement awards for SilverCrest Options that are fully vested and are exercisable
at acquisition date.
6
Preliminary Purchase Price Allocation
The table below summarizes the preliminary allocation of purchase price to the assets acquired and liabilities assumed of SilverCrest
for the purposes of the Unaudited Pro Forma Financial Information as if the Arrangement had occurred on December 31, 2024:
|
(in thousands)
|
||||
|
Preliminary Purchase Price Allocation
|
||||
|
Cash and Cash equivalents
|
$
|
153,417
|
||
|
Receivables
|
19,843
|
|||
|
Inventory
|
141,883
|
|||
|
Bullion
|
39,992
|
|||
|
Prepaid expenses and other
|
7,973
|
|||
|
Property, plant and equipment and mining properties, net
|
1,009,504
|
|||
|
Goodwill
|
570,101
|
|||
|
Receivables
|
7,350
|
|||
|
Other
|
5,965
|
|||
|
Total Assets
|
1,956,028
|
|||
|
Accounts payable
|
4,896
|
|||
|
Accrued liabilities and other
|
67,999
|
|||
|
Debt
|
889
|
|||
|
Reclamation
|
8,840
|
|||
|
Deferred tax liabilities
|
282,059
|
|||
|
Other long-term liabilities
|
590
|
|||
|
Total liabilities
|
365,273
|
|||
|
Less: Coeur payable repurchased
|
(72,311
|
)
|
||
|
Total Preliminary Purchase Consideration
|
$
|
1,518,444
|
||
The Goodwill balance is comprised of amounts attributable to the assembled workforce, potential strategic and financial benefits, including the
financial flexibility to execute capital priorities, and new book to tax basis differences of assets acquired and liabilities assumed.
7
3. SilverCrest Historical Financial Statements
SilverCrest’s historical audited consolidated financial statements as described above and are presented under IFRS and are in U.S. dollars. The
historical balances reflect certain reclassifications of SilverCrest’s consolidated income statements and consolidated statement of financial position categories to conform to Coeur’s presentation in its consolidated statement of operations and
consolidated balance sheet. In addition, material adjustments have been made to align SilverCrest’s historical significant accounting policies under IFRS to Coeur’s significant accounting policies under U.S. GAAP. Further review may identify
additional reclassifications that could have a material impact on the Unaudited Pro Forma Financial Information of the combined group. The reclassifications identified and presented in the Unaudited Pro Forma Financial Information are based on
discussions with SilverCrest’s management, due diligence and information presented in SilverCrest’s filings with Canadian securities authorities.
8
The reclassifications are summarized below:
Balance Sheet as of December 31, 2024
|
SilverCrest Financial Statement Line
|
SilverCrest
Historical
Amount
|
Reclassification
|
Notes
|
SilverCrest
Historical
Reclassified
Amount
|
Coeur Financial Statement Line
|
||||||||||||
|
(in thousands)
|
|||||||||||||||||
|
Assets
|
|||||||||||||||||
|
Current Assets
|
|||||||||||||||||
|
Cash and cash equivalents
|
$
|
153,417
|
$
|
—
|
$
|
153,417
|
Cash and cash equivalents
|
||||||||||
|
Bullion
|
39,992
|
—
|
39,992
|
Bullion
|
|||||||||||||
|
Trade and other receivables
|
2,512
|
17,331
|
1
|
19,843
|
Receivables
|
||||||||||||
|
Value-added tax receivables
|
17,331
|
(17,331
|
)
|
1
|
|||||||||||||
|
Inventories
|
63,195
|
—
|
63,195
|
Inventory
|
|||||||||||||
|
Prepaid expenses and other
|
7,973
|
—
|
7,973
|
Other
|
|||||||||||||
|
Non-current assets
|
|||||||||||||||||
|
Mineral properties, plant and equipment
|
261,862
|
—
|
261,862
|
Property, plant and equipment and mining properties, net
|
|||||||||||||
|
Long-term value-added tax receivables
|
7,350
|
—
|
7,350
|
Receivables
|
|||||||||||||
|
Prepaids and other long-term assets
|
5,965
|
—
|
5,965
|
Other
|
|||||||||||||
|
Total Assets
|
$
|
559,597
|
$
|
—
|
$
|
559,597
|
|||||||||||
|
Liabilities
|
|||||||||||||||||
|
Current liabilities
|
|||||||||||||||||
|
Accounts payable and accrued liabilities
|
$
|
26,411
|
$
|
(21,515
|
)
|
2
|
$
|
4,896
|
Accounts payable
|
||||||||
|
55,067
|
2,3,4
|
55,067
|
Accrued liabilities and other
|
||||||||||||||
|
Tax liabilities
|
25,030
|
(25,030
|
)
|
3
|
—
|
||||||||||||
|
Derivative liabilities
|
8,522
|
(8,522
|
)
|
4
|
—
|
||||||||||||
|
Lease obligations
|
341
|
—
|
341
|
Debt
|
|||||||||||||
|
Non-current liabilities
|
|||||||||||||||||
|
Long-term lease obligations
|
548
|
—
|
548
|
Debt
|
|||||||||||||
|
Deferred tax liabilities
|
6,314
|
—
|
6,314 |
Deferred tax liabilities
|
|||||||||||||
|
Reclamation provision
|
5,015 |
—
|
5,015
|
Reclamation
|
|||||||||||||
|
Total Liabilities
|
$
|
72,181
|
$
|
—
|
$
|
72,181
|
|||||||||||
|
Equity
|
—
|
||||||||||||||||
|
Issued capital
|
$
|
427,001
|
$
|
6,982
|
5
|
$
|
433,983
|
Additional paid-in capital
|
|||||||||
|
Share option reserve
|
6,982
|
(6,982
|
)
|
5
|
|||||||||||||
|
Currency translation reserve
|
(3,538
|
)
|
—
|
(3,538
|
)
|
Currency translation adjustment
|
|||||||||||
|
Retained earnings
|
56,971
|
—
|
56,971
|
Accumulated deficit
|
|||||||||||||
|
Total equity
|
$
|
487,416
|
$
|
—
|
$
|
487,416
|
|||||||||||
1 - Represents a reclassification of SilverCrest value-added tax receivables, historically included in Value-added tax receivables, to Receivables at Coeur.
2 - Represents a reclassification of SilverCrest employee-related benefit and accrued operating liabilities, historically included in Accounts payable and accrued liabilities, to Accrued liabilities and other at
Coeur.
3 - Represents a reclassification of SilverCrest tax liabilities, historically included in Tax liabilities, to Accrued liabilities and other at Coeur.
4 - Represents a reclassification of SilverCrest derivative liabilities, historically included in Derivative liabilities, to Accrued liabilities and other at Coeur.
5 - Represents a reclassification of SilverCrest option share reserve, historically included in Share option reserve, to Additional paid-in capital at Coeur.
9
Income Statement for the year ended December 31, 2024
|
SilverCrest Financial Statement Line
|
Historical SilverCrest
|
Reclassifications
|
Notes
|
Reclassified Historical SilverCrest
|
Coeur Financial Statement Line
|
||||||||||||
|
(in thousands)
|
|
|
|
||||||||||||||
|
Revenue
|
$
|
301,928
|
$
|
—
|
$
|
301,928
|
Revenue
|
||||||||||
|
Cost of sales
|
|||||||||||||||||
|
Production costs
|
(87,508
|
)
|
(5,890
|
)
|
1,2,9
|
(93,398
|
)
|
Cost applicable to sales
|
|||||||||
|
Depreciation
|
(36,576
|
)
|
(153
|
)
|
2
|
(36,729
|
)
|
Amortization
|
|||||||||
|
Government royalties
|
(1,372
|
)
|
1,372
|
1
|
—
|
||||||||||||
|
General and administrative
expenses
|
(19,978
|
)
|
4,712
|
2
|
(15,266
|
)
|
General and administrative
|
||||||||||
|
Exploration and project expenses
|
(1,609
|
)
|
—
|
(1,609
|
)
|
Exploration
|
|||||||||||
|
(7,343
|
)
|
3,8
|
(7,343
|
)
|
Pre-development, reclamation, and other
|
||||||||||||
|
Foreign exchange losses
|
(3,554
|
)
|
3,554
|
4
|
—
|
||||||||||||
|
(6,902
|
)
|
5,6
|
(6,902
|
)
|
Fair value adjustments, net
|
||||||||||||
|
Transaction costs
|
(6,737
|
)
|
6,737
|
8
|
—
|
||||||||||||
|
Interest income
|
6,917
|
(6,917
|
)
|
7
|
—
|
||||||||||||
|
Interest and finance expense
|
(1,229
|
)
|
558
|
3
|
(671
|
)
|
Interest expense, net of capitalized interest
|
||||||||||
|
Other expense
|
(6,964
|
)
|
10,272
|
4,5,6,7
|
3,308
|
Other, net
|
|||||||||||
|
Earnings before income taxes
|
143,318
|
—
|
143,318
|
Income (loss) before income and mining taxes
|
|||||||||||||
|
Income tax expense
|
(73,982
|
)
|
—
|
(73,982
|
)
|
Income and mining tax (expense) benefit
|
|||||||||||
|
Net earnings
|
$
|
69,336
|
$
|
—
|
$
|
69,336
|
NET INCOME (LOSS)
|
||||||||||
1 - Represents a reclassification of SilverCrest royalties, historically included in Government royalties, to Cost applicable to sales at Coeur.
2 - Represents a reclassification of SilverCrest operational site support and depreciation expense, historically included in General and administrative expense, to Cost of sales and Amortization at Coeur.
3 - Represents a reclassification of SilverCrest accretion expense, historically included in Interest and finance expense, to Pre-development, reclamation, and other at Coeur.
4 - Represents a reclassification of SilverCrest foreign exchange losses, historically included in Foreign exchange loss, to Other, net at Coeur.
5 - Represents a reclassification of SilverCrest derivative gains (losses), historically included in Other expense, to Fair value adjustments, net at Coeur.
6 - Represents a reclassification of SilverCrest bullion gains (losses), historically included in Other expense, to Fair value adjustments, net at Coeur.
7 - Represents a reclassification of SilverCrest interest income, historically included in Interest income, to Other, net at Coeur.
8 - Represents a reclassification of SilverCrest Transaction costs, historically included in Pre-development, reclamation, and other at Coeur.
9 - Represents a reclassification of SilverCrest non-operating site costs, historically included in General and administrative expense, to Pre-development, reclamation, and other at Coeur.
10
4. IFRS to U.S. GAAP and Accounting Policy Alignment Adjustments
IFRS differs in certain material respects from U.S. GAAP. The following material adjustments have been made to reflect SilverCrest’s
historical audited consolidated income statements and consolidated statement of financial position on a U.S. GAAP basis for the purposes of the Unaudited Pro Forma Financial Information. In addition, material adjustments have also been made
to align SilverCrest’s significant accounting policies under IFRS to Coeur’s significant accounting policies under U.S. GAAP when there is no specific difference between IFRS and U.S. GAAP.
|
(a)
|
Depreciation and amortization
|
Under U.S. GAAP, Coeur’s accounting policy amortizes certain mine development costs using the units-of-production method over the estimated
life of the ore body, generally based on recoverable ounces to be mined from proven and probable reserves.
Under IFRS, SilverCrest includes estimated recoverable ounces using the mineable tonnes extracted from the mine in the period as a percentage
of the total mineable tonnes to be extracted in current and future periods based on mineral reserves.
The following table reflect the impacts of converting the calculation of depletion on a units-of-production method from mineable tonnes to
recoverable ounces:
|
(in thousands)
|
As of December 31, 2024
|
For the year ended
December 31, 2024
|
||||||
|
Condensed Balance Sheet
|
||||||||
|
Decrease to property, plant and equipment and mine development, net
|
$
|
(9,166
|
)
|
|||||
|
Decrease to deferred tax liabilities
|
$
|
(2,750
|
) |
|||||
|
Condensed Statements of Operations
|
||||||||
|
Increase to amortization
|
$
|
4,791
|
||||||
|
Increase to income and mining tax benefit (expense)
|
$
|
1,437
|
||||||
| (b) |
Reclamation and remediation liabilities
|
Under U.S. GAAP, the initial recognition of the reclamation and remediation liability is recognized at fair value, generally utilizing a present value technique to estimate
the liability discounted at a credit-adjusted risk-free interest rate, and further adjusted for inflation and market risk premium. Subsequently, period-to-period revisions to either the timing or amount of the original estimate of
undiscounted cash flows are treated as separate layers of the obligation.
Under IFRS, reclamation and remediation liabilities are generally measured as the best estimate of the expenditure to settle the obligation
utilizing a present value technique to estimate the liability, adjusted for inflation, associated with reclamation as a liability, at a risk-free rate, when the liability is incurred. Subsequently, period-to-period revisions for changes in
the estimate of expected undiscounted cash flows or discount rate are re-measured for the entire obligation by using an updated discount rate that reflects current market conditions as of the balance sheet date.
11
The following table reflects the impacts of changes made to the reclamations and remediation liabilities:
|
(in thousands)
|
As of December 31, 2024
|
For the year ended
December 31, 2024
|
||||||
|
Condensed Balance Sheet
|
||||||||
|
Increase to property, plant and equipment and mine development, net
|
$
|
3,825
|
||||||
|
Increase to reclamation liabilities
|
$
|
3,825
|
||||||
|
Condensed Statements of Operations
|
||||||||
|
Increase to amortization
|
$
|
638
|
||||||
|
Increase to Pre-development, reclamation and other
|
$
|
531
|
||||||
|
Increase to income and mining tax benefit (expense)
|
$
|
412
|
||||||
| (c) |
Employee-related benefits
|
Under U.S. GAAP, an entity uses the service period approach to account for termination benefits when certain conditions are met. Benefits accumulate over time based on length
of service. Under this approach, the benefit cost is accrued over an employee’s service period.
Under IFRS, an entity recognizes termination benefits as a liability and an expense only when an entity is demonstrably committed to the
redundancies by having (i) a detailed plan for the terminations and (ii) when it can no longer withdraw the offer made in relation to termination benefits. This generally results in termination benefits being recognized when the closure
date for a mine site has been announced and other recognition criteria have been met.
The following table reflects the accrual of employee severance for, as well as the impact of, revaluation of the accrual for the periods presented:
| (in thousands) |
As of December 31, 2024
|
For the year ended
December 31, 2024 |
||||||
| Condensed Balance Sheet | ||||||||
|
Increase to employee-related benefits
|
$ | 590 | ||||||
|
Decrease to deferred tax liabilities
|
$ | (208 | ) |
|||||
| Condensed Statements of Operations | ||||||||
| Increase to costs applicable to sales | $ | 187 | ||||||
| Decrease to income and mining tax benefit (expense) | $ | (66 | ) | |||||
12
5. Arrangement Accounting Adjustments
The following adjustments have been made to the Unaudited Pro Forma Financial Information to reflect certain preliminary purchase price accounting and other pro forma
adjustments. Further review may identify additional adjustments that could have a material impact on the Unaudited Pro Forma Financial Information of the combined group. At this time, Coeur is not aware of any additional arrangement-related
adjustments that would have a material impact on the Unaudited Pro Forma Financial Information that are not reflected or disclosed in the pro forma adjustments.
| (a) |
Arrangement costs and other one-time charges
|
The increase in Pre-development, reclamation, and other of $6.0
million for the year ended December 31, 2024 and the corresponding increase in Accrued liabilities and other of $6.0 million, of which $14.5
million relates to financial advisory services fees, reflects the adjustment to recognize transaction costs and other non-recurring charges expected to be incurred in connection with the Arrangement. For the year ended December 31, 2024, $8.5 million and $6.7 million were recognized in Pre-development, reclamation, and other and Transaction costs by Coeur and SilverCrest within their
historical financial information, respectively, relating to transaction costs and non-recurring charges incurred.
| (b) |
Inventories
|
The adjustment to increase in Inventories by $78.7 million reflects the adjustments to step up the pro forma balance for SilverCrest’s finished goods, work-in-process and
stockpile inventory to estimated fair value as of December 31, 2024. The fair value was determined based on estimated selling price of the inventory, less the remaining processing and selling costs and a normal profit margin on those
processing and selling efforts. As a result of the increase, there was an increase to Costs applicable to sales of $78.7 million for the year ended December 31, 2024.
| (c) |
Property, plant and equipment and mine development, net
|
The adjustment to increase Property, plant and equipment and mine development, net by $753.0 million reflects the fair value estimate of property, plant, and equipment and mine development as of December 31, 2024,
and the related increase to Amortization of $98.4 million for the year
ended December 31, 2024.
| (d) |
Share-based compensation
|
The adjustment for the settlement of certain outstanding share-based compensation awards prior to the close of the Arrangement.
| (e) |
Income taxes
|
Deferred income taxes have been recognized based on pro forma IFRS to U.S. GAAP accounting, policy alignment, and fair
value adjustments to identifiable assets acquired and liabilities assumed of SilverCrest using the statutory tax rate on a jurisdictional basis. The $278.7 million and $18.9 million increase in Deferred tax liabilities and Accrued
liabilities and other, respectively, reflects the preliminary estimate of deferred tax assets and liabilities recognized on the new book to tax basis differences of assets acquired and liabilities assumed, and have been recognized as part
of the Goodwill.
The estimated income and mining tax expense impact of the pro forma adjustments (except for the impact of certain transaction costs for which no tax benefit is expected due to
a valuation allowance) has been recognized based upon the statutory tax rates applicable on a jurisdictional basis.
13
|
(f)
|
SilverCrest shareholders’ equity
|
The adjustment reflects the elimination of $480.6 million of SilverCrest’s shareholders’ equity, which represents the historical book value of SilverCrest’s net assets
including IFRS to U.S. GAAP and accounting policy adjustments of $(6.8) million, as a result of the application of purchase price accounting. The adjustment reflects an increase of $0.2 million and $1,582.0 million to Common stock and
Additional paid-in capital, respectively, to reflect the issuance of 239.3 million shares of Coeur common stock with a par value of $0.01 per share to satisfy the issuance of 1.6022 shares of Coeur common stock for each SilverCrest common
shares outstanding pursuant to the Arrangement Agreement, assuming a closing price of Coeur common stock on February 14, 2025 of $6.61 per share.
The table below reflects elimination of SilverCrest’s shareholders’ equity after adjustments for IFRS to U.S. GAAP
differences and purchase price accounting and other pro forma adjustments as of December 31, 2024:
|
(in thousands)
|
Reclassified Historical SilverCrest
|
IFRS to U.S. GAAP
and Accounting
Policy Adjustments
|
Arrangement Accounting Adjustments
|
Equity Adjustments
|
Notes
|
Pro Forma
|
||||||||||||||||||
|
Common stock
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
242
|
1
|
$
|
242
|
|||||||||||||
|
Additional paid-in capital
|
433,983
|
—
|
—
|
1,156,530
|
2
|
1,590,513
|
||||||||||||||||||
|
Current translation adjustments
|
(3,538
|
)
|
—
|
—
|
3,538
|
3
|
—
|
|||||||||||||||||
|
Retained earnings (accumulated deficit)
|
56,971
|
(6,798
|
)
|
(5,983
|
)
|
(50,173
|
)
|
4
|
(5,983
|
)
|
||||||||||||||
|
Total SilverCrest Equity
|
$
|
487,416
|
$
|
(6,798
|
)
|
$
|
(5,983
|
)
|
$
|
1,110,137
|
$
|
1,584,772
|
||||||||||||
1 - Represents issuance of 239.3 million shares of Coeur common stock with a par value of $0.01 per share in exchange of 149.4 million shares of SilverCrest outstanding and 3.3 million
shares of Coeur common stock as replacement stock-based compensation awarded.
2 - Represents adjustments to Additional paid-in capital, to record issuance of 239.3 million shares for $1,581.8 million,calculated by deducting the $0.2 million included in Common stock
from the common stock portion of the purchase price consideration of $1,582.0 million and 3.3 million shares valued at $8.8 million for replacement stock-based compensation awarded
3 - Represents adjustment to write-off SilverCrest’s historical Current translation adjustments.
4 - Represents adjustments to write-off SilverCrest’s historical Retained earnings of $57.0 million, net of $(6.8) million of IFRS to U.S. GAAP and accounting policy adjustments. The
remaining $(6.0) million represents transaction costs, as discussed in Note 5(a).
|
(g)
|
Goodwill
|
Goodwill is calculated as the difference between the preliminary estimated purchase price and the fair values assigned to the identifiable tangible and intangible assets
acquired and liabilities assumed of SilverCrest. The fair value of assets acquired and liabilities assumed is preliminary and will be finalized upon completion of the Arrangement. Based on the preliminary purchase price allocation, Coeur
has recognized $570.1 million of Goodwill. This amount may increase or decrease based on the final purchase price allocation. Goodwill recorded in connection with the acquisition is not deductible for income tax purposes.
14
|
(h)
|
Earnings per share
|
The pro forma combined diluted earnings per share presented below reflects the adjustment to weighted average number of shares outstanding based on 1.6022 shares of Coeur
common stock for each SilverCrest share outstanding of 149.4 million as of December 31, 2024 as follows:
|
(in thousands, except per share
|
For the year ended
December 31, 2024
|
|||
|
Pro forma net income (loss) from continuing operations attributable to
Coeur stockholders
|
$
|
(13,044
|
)
|
|
|
Pro forma basic weighted average Coeur shares outstanding1
|
631,041
|
|||
|
Pro forma basic earnings (loss) per share
|
$
|
(0.02
|
)
|
|
|
Pro forma diluted weighted average Coeur shares outstanding1, 2
|
640,093
|
|||
|
Pro forma diluted earnings (loss) per share
|
$
|
(0.02
|
)
|
|
1 - For the year ended December 31, 2024, basic and diluted weighted average shares outstanding of 631.0 million and 640.1 million, respectively, is comprised of 391.7 million and 397.4
million basic and diluted shares, respectively, of Coeur common shares and 239.3 million shares of Coeur common shares to be exchanged for 149.4 million shares of issued and outstanding SilverCrest shares of common stock as of December 31,
2024.
2 - Dilutive shares include of 3.3 million shares of Coeur options granted as replacement awards for SilverCrest Options that are fully vested and are exercisable at acquisition date were
included in the computation of diluted earnings per share for the year ended December 31, 2024.
15