Ero Copper Corp 6-K, filed Mar 7, 2023
Ero Copper Corp. (ERO)
6-K
2023-03-07
For: 2022-12-31
View Original
Added on
April 10, 2026
About this 6-K
Ero Copper Corp filed this 6-K on March 7, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of March 2023
Commission File Number 001-40459
ERO COPPER CORP.
(Translation of registrant's name into English)
625 Howe Street, Suite 1050
Vancouver, British Columbia V6C 2T6
Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Ero Copper Corp. | ||||||||
| By: | /s/ Deepk Hundal | |||||||
| Name: Deepk Hundal | ||||||||
| Title: SVP, General Counsel and Corporate Secretary | ||||||||
Date: March 7, 2023 | ||||||||
Exhibit Index
| Exhibit Number | Description of Document | |||||||
MANAGEMENT’S DISCUSSION
AND ANALYSIS
FOR THE YEAR ENDED
DECEMBER 31, 2022
1050 – 625 Howe Street, Vancouver, B.C., Canada V6C 2T6
Phone: 604-449-9244 | Website: www.erocopper.com | Email: info@erocopper.com
| TABLE OF CONTENTS | |||||
| BUSINESS OVERVIEW | |||||
| HIGHLIGHTS | |||||
| REVIEW OF OPERATIONS | |||||
| The Caraíba Operations | |||||
| The Xavantina Operations | |||||
| 2023 GUIDANCE | |||||
| REVIEW OF FINANCIAL RESULTS | |||||
| Review of quarterly results | |||||
| Review of annual results | |||||
| Summary of quarterly results for most recent eight quarters | |||||
| OTHER DISCLOSURES | |||||
| Liquidity, Capital Resources, and Contractual Obligations | |||||
| Management of Risks and Uncertainties | |||||
| Other Financial Information | |||||
| Accounting Policies, Judgments and Estimates | |||||
| Capital Expenditures | |||||
| Alternative Performance (NON-IFRS) Measures | |||||
| Disclosure Controls and Procedures and Internal Control over Financial Reporting | |||||
| Notes and Cautionary Statements | |||||
Ero Copper Corp. December 31, 2022 MD&A
MANAGEMENT’S DISCUSSION AND ANALYSIS
This Management’s Discussion and Analysis (“MD&A”) has been prepared as at March 7, 2023 and should be read in conjunction with the audited consolidated financial statements of Ero Copper Corp. (“Ero”, the “Company”, or “we”) as at, and for the year ended December 31, 2022, and related notes thereto, which are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (the “IASB”). All references in this MD&A to “Q4 2022” and “Q4 2021” are to the three months ended December 31, 2022 and December 31, 2021, respectively, and all references to "Fiscal 2022" and "Fiscal 2021" are to the years ended December 31, 2022 and December 31, 2021, respectively. All dollar amounts are expressed in United States (“US”) dollars and tabular amounts are expressed in thousands of US dollars, unless otherwise indicated. References to “$”, “US$”, “dollars”, or “USD” are to US dollars, references to “C$” are to Canadian dollars, and references to “R$” or “BRL” are to Brazilian Reais.
This MD&A refers to various alternative performance (Non-IFRS) measures, including C1 cash cost of copper produced (per lb), C1 cash cost of gold produced (per ounce), all-in sustaining cost (“AISC”) of gold produced (per ounce), realized gold price (per ounce), EBITDA, Adjusted EBITDA, Adjusted net income attributable to owners of the Company, Adjusted net income per share attributable to owners of the Company, Net (Cash) Debt, Working Capital and Available Liquidity. Please refer to the section titled "Alternative Performance (Non-IFRS) Measures" for a discussion of non-IFRS measures.
This MD&A contains “forward‐looking statements” that are subject to risk factors set out in a cautionary note contained at the end of this MD&A. The Company cannot assure investors that such statements will prove to be accurate, and actual results and future events may differ materially from those anticipated in such statements. The results for the periods presented are not necessarily indicative of the results that may be expected for any future period. Investors are cautioned not to place undue reliance on such forward-looking statements. All information contained in this MD&A is current and has been approved by the Board of Directors of the Company (the “Board”) as of March 7, 2023, unless otherwise stated.
BUSINESS OVERVIEW
Ero is a high-margin, high-growth, clean copper producer with operations in Brazil and corporate headquarters in Vancouver, B.C. The Company's primary asset is a 99.6% interest in the Brazilian copper mining company, Mineração Caraíba S.A. ("MCSA"), 100% owner of the Company's Caraíba Operations (formerly known as the MCSA Mining Complex), which are located in the Curaçá Valley, Bahia State, Brazil, and the Tucumã Project (formerly known as Boa Esperança), an IOCG-type copper project located in Pará, Brazil. The Company also owns 97.6% of NX Gold S.A. ("NX Gold") which owns the Xavantina Operations (formerly known as the NX Gold Mine), comprised of an operating gold and silver mine located in Mato Grosso, Brazil. Additional information on the Company and its operations, including technical reports on the Caraíba Operations, Xavantina Operations and Tucumã Project, can be found on the Company's website (www.erocopper.com), on SEDAR (www.sedar.com), and on EDGAR (www.sec.gov). The Company’s shares are publicly traded on the Toronto Stock Exchange and the New York Stock Exchange under the symbol “ERO”.
Ero Copper Corp. December 31, 2022 MD&A | Page 1
HIGHLIGHTS
| 2022 - Q4 | 2022 - Q3 | 2021 - Q4 | 2022 | 2021 | |||||||||||||||||||||||||||||||
Operating Information | |||||||||||||||||||||||||||||||||||
| Copper (Caraíba Operations) | |||||||||||||||||||||||||||||||||||
| Ore Processed (tonnes) | 745,850 | 720,725 | 646,319 | 2,864,230 | 2,370,571 | ||||||||||||||||||||||||||||||
| Grade (% Cu) | 1.84 | 1.68 | 2.01 | 1.76 | 2.08 | ||||||||||||||||||||||||||||||
| Cu Production (tonnes) | 12,664 | 11,189 | 11,918 | 46,371 | 45,511 | ||||||||||||||||||||||||||||||
| Cu Production (lbs) | 27,918,071 | 24,668,985 | 26,274,572 | 102,229,718 | 100,333,448 | ||||||||||||||||||||||||||||||
Cu Sold in Concentrate (tonnes)(1) | 13,301 | 10,522 | 12,393 | 46,816 | 45,717 | ||||||||||||||||||||||||||||||
Cu Sold in Concentrate (lbs)(1) | 29,323,118 | 23,197,347 | 27,320,802 | 103,211,464 | 100,788,419 | ||||||||||||||||||||||||||||||
C1 Cash Cost of Cu Produced (per lb)(2) | $ | 1.41 | $ | 1.46 | $ | 0.96 | $ | 1.36 | $ | 0.77 | |||||||||||||||||||||||||
| Gold (Xavantina Operations) | |||||||||||||||||||||||||||||||||||
| Ore Processed (tonnes) | 39,715 | 42,747 | 47,159 | 189,743 | 171,581 | ||||||||||||||||||||||||||||||
| Au Production (oz) | 11,786 | 10,965 | 8,544 | 42,669 | 37,798 | ||||||||||||||||||||||||||||||
Realized Au price (per oz)(2)(3) | $ | 1,750 | $ | 1,739 | $ | 1,784 | $ | 1,807 | $ | 1,783 | |||||||||||||||||||||||||
C1 Cash Cost of Au Produced (per oz)(2) | $ | 445 | $ | 537 | $ | 582 | $ | 560 | $ | 525 | |||||||||||||||||||||||||
AISC of Au produced (per oz)(2) | $ | 1,096 | $ | 1,135 | $ | 910 | $ | 1,124 | $ | 732 | |||||||||||||||||||||||||
| Financial information ($ in millions, except per share amounts) | |||||||||||||||||||||||||||||||||||
| Revenues | $ | 116.7 | $ | 85.9 | $ | 134.9 | $ | 426.4 | $ | 489.9 | |||||||||||||||||||||||||
| Gross profit | 52.7 | 22.8 | 84.4 | 187.2 | 318.9 | ||||||||||||||||||||||||||||||
EBITDA(2) | 58.7 | 27.9 | 80.7 | 218.6 | 296.4 | ||||||||||||||||||||||||||||||
Adjusted EBITDA(2) | 58.2 | 32.1 | 86.8 | 208.6 | 331.9 | ||||||||||||||||||||||||||||||
Cash flow from operations | 34.0 | 43.0 | 66.7 | 143.4 | 364.6 | ||||||||||||||||||||||||||||||
Net income | 22.5 | 4.0 | 60.2 | 103.1 | 202.6 | ||||||||||||||||||||||||||||||
Net income attributable to owners of the Company | 22.2 | 3.7 | 59.8 | 101.8 | 201.1 | ||||||||||||||||||||||||||||||
| - Per share (Basic) | 0.24 | 0.04 | 0.67 | 1.12 | 2.27 | ||||||||||||||||||||||||||||||
| - Per share (Diluted) | 0.24 | 0.04 | 0.65 | 1.10 | 2.21 | ||||||||||||||||||||||||||||||
Adjusted net income attributable to owners of the Company(2) | 22.2 | 4.0 | 59.7 | 83.5 | 215.4 | ||||||||||||||||||||||||||||||
| - Per share (Basic) | 0.24 | 0.04 | 0.67 | 0.92 | 2.43 | ||||||||||||||||||||||||||||||
| - Per share (Diluted) | 0.24 | 0.04 | 0.65 | 0.91 | 2.37 | ||||||||||||||||||||||||||||||
| Cash, cash equivalents and short-term investments | 317.4 | 359.8 | 130.1 | 317.4 | 130.1 | ||||||||||||||||||||||||||||||
Working capital(2) | 263.3 | 343.2 | 86.0 | 263.3 | 86.0 | ||||||||||||||||||||||||||||||
Net debt (cash)(2) | 100.7 | 51.5 | (70.9) | 100.7 | (70.9) | ||||||||||||||||||||||||||||||
(1) Copper sold in 2022 includes 905 tonnes or 1,996,065 lbs of copper from concentrates acquired from one of the Company's customers to settle accounts receivables in arrears.
(2) Please refer to the section titled "Alternative Performance (Non-IFRS) Measures" within this MD&A.
(3) Realized Au price includes the effect of ounces sold under the stream arrangement with Royal Gold. See "Realized Gold Price" section of "Alternative Performance (Non-IFRS) Measures" for detail.
Ero Copper Corp. December 31, 2022 MD&A | Page 2
Fourth Quarter and Full-Year 2022 Highlights
Strong Q4 2022 operating performance resulted in record full-year copper and gold production and 2022 production guidance beat
•The Caraíba Operations achieved record full-year production of 46,371 tonnes of copper in concentrate, following strong year-end operating performance driven by the addition of high-grade Project Honeypot stopes to the Q4 2022 production plan
◦Higher mined and processed copper grades during Q4 2022 resulted in copper production of 12,664 tonnes in concentrate, representing an increase of approximately 13% compared to the third quarter
◦Full-year copper production, which exceeded 2022 copper production guidance range of 43,000 to 46,000 tonnes, reflect a year-on-year increase to mill throughput of nearly 500,000 tonnes of ore
•Q4 2022 C1 cash costs(1) at the Caraíba Operations were $1.41 per pound of copper produced, bringing full-year copper C1 cash costs(1) to $1.36 per pound
•The Xavantina Operations delivered record quarterly and full-year gold production of 11,786 and 42,669 ounces, respectively
◦Q4 2022 gold production benefited from higher processed gold grades of 10.17 grams per tonne ("gpt"), representing an increase in grade of nearly 20% compared to Q3
◦Full-year gold production, which surpassed 2022 gold production guidance range of 39,000 to 42,000 ounces, increased approximately 13% year-on-year due to higher mill throughput as well as higher mined and processed gold grades
•Q4 2022 C1 cash costs(1) and AISC(1) at the Xavantina Operations were $445 and $1,096, respectively, per ounce of gold produced, resulting in full-year gold C1 cash costs(1) and AISC(1) of $560 and $1,124, respectively, per ounce
•Financial results for the quarter and full-year reflect (i) continued copper price weakness, (ii) inflation in the cost of key consumables and (iii) an elevated allocation of copper concentrate sales to the international market
◦Net earnings of $22.5 million in Q4 2022 and $103.1 million for the full-year 2022
◦Adjusted net income attributable to owners of the Company(1) of $22.2 million ($0.24 per share on a diluted basis) and $83.5 million ($0.91 per share on a diluted basis) for the full-year 2022
◦Full-year adjusted EBITDA(1) of $208.6 million includes $58.2 million of adjusted EBITDA(1) generated during Q4 2022
◦Q4 2022 cash flow from operations of $34.0 million brought full-year cash flow from operations to $143.4 million
•Capital expenditures were approximately $87 million during Q4 2022 as construction activity related to the Company's strategic growth initiatives ramped up. Full-year capital expenditures, including deposits on contracts, were just under $300 million, below revised 2022 capital expenditure guidance of $308 million to $354 million, primarily due to the success of Project Honeypot and subsequent deferral of the new external shaft delivery date for the Pilar Mine
(1) Please refer to the section titled "Alternative Performance (Non-IFRS) Measures" within this MD&A.
Ero Copper Corp. December 31, 2022 MD&A | Page 3
•Available liquidity at year-end was $392.4 million, including cash and cash equivalents of $177.7 million, short-term investments of $139.7 million, and $75.0 million of undrawn availability under the Company's senior secured revolving credit facility. Subsequent to year-end, the Company extended the maturity and increased the size of its senior secured revolving credit facility to $150.0 million, resulting in pro forma year-end liquidity of $467.4 million
Strategic growth initiatives gather momentum
•The Company continued to make strong progress on the construction of the Tucumã Project, which is advancing on schedule with over 20% physical completion achieved as of year-end
◦Mine pre-stripping accelerated during Q4 2022 with 1.6 million tonnes of pre-stripping volume, or approximately 12% of total, completed as of year-end. Waste and tailings dump construction is progressing on schedule with completion expected in Q3 2023
◦Completion of the on-site concrete batch plant and mobilization of the civil works contractor occurred subsequent to year-end with first foundations poured in February 2023
◦Approximately 55% of planned capital expenditures were under contract as of year-end, up from approximately 30% at the end of Q3 2022. An additional 25% of Feasibility Study capital expenditures remain in various stages of tendering or negotiation. Consistent with Q3 2022 project capital forecasts, total planned capital expenditures remain within 12% of pre-contingency Feasibility Study as of year-end
◦In partnership with The National Service for Industrial Training, a Brazilian non-profit organization focused on improving the competitiveness of Brazil's manufacturing sector through technical and vocational education, the Company commenced comprehensive training programs within the city of Tucumã and surrounding communities to further develop skills within the local community that are expected to support the development and operation of the Tucumã Project
•During the quarter, the Company's Pilar 3.0 initiative was significantly bolstered by the success of Project Honeypot as reflected in the Caraíba Operations' 2022 Strategic Life-of-Mine ("LOM") Plan (the "2022 LOM Plan") (please refer to press release dated November 7, 2022). Project Honeypot, an engineering initiative focused on recovering higher-grade material in the upper levels of the Pilar Mine, is one of three projects that together are expected to enable the creation of a two-mine system at the Pilar Mine. The other two components of Pilar 3.0 include (i) construction of a new external shaft to access the Deepening Extension Zone and (ii) an expansion of the Caraíba mill to 4.2 million tonnes per annum
◦The addition of Project Honeypot into the LOM Plan drove a significant increase to the Caraíba Operations' estimated mineral resources, mineral reserves and mine life, allowing the Company to defer the delivery date of the new external shaft by approximately nine months without impacting expected copper production
◦Construction of the new external shaft continued to advance well against the revised timeline with physical completion at approximately 20% as of year-end and approximately 35% of planned capital expenditures under contract or in the final stages of negotiation. Based upon current capital expenditure forecasts which reflect additional supplier and contractor quotes, construction of the new external shaft remains within 5% of budget
◦The Caraíba mill expansion remains on schedule with completion expected in Q4 2023
Ero Copper Corp. December 31, 2022 MD&A | Page 4
Events subsequent to year-end 2022 continue to bolster the Company's financial position
•Subsequent to year-end, the Company entered into a zero-cost collar program on 3,000 tonnes of copper per month for February through December of 2023. The collars establish a floor price at $3.50 per pound of copper on total hedged volumes of 33,000 tonnes of copper, representing approximately 75% of full-year production volumes. The program protects a meaningful portion of the Company's revenue at the Company's 2023 budget copper price which was used for capital, cash flow and liquidity planning purposes, while providing upside to increases in the copper price up to a cap of $4.76 per pound - within 5% of the all-time high copper price. The hedge contracts are financially settled on a monthly basis.
•In January 2023, the Company closed its amended senior secured revolving credit facility (the "Amended Senior Credit Facility"), increasing its capacity from $75.0 million to $150.0 million and extending the maturity from March 2025 to December 2026. The Company also achieved improved terms on the Amended Credit Facility, including a 25 basis point reduction to the applicable margin on drawn funds and reduced standby fees on undrawn commitments.
Ero Copper Corp. December 31, 2022 MD&A | Page 5
REVIEW OF OPERATIONS
The Caraíba Operations
Copper | 2022 - Q4 | 2022 - Q3 | 2021 - Q4 | 2022 | 2021 | |||||||||||||||||||||||||||
| Ore processed (tonnes) | 745,850 | 720,725 | 646,319 | 2,864,230 | 2,370,571 | |||||||||||||||||||||||||||
| Grade (% Cu) | 1.84 | 1.68 | 2.01 | 1.76 | 2.08 | |||||||||||||||||||||||||||
| Recovery (%) | 92.3 | 92.2 | 92.7 | 91.9 | 92.4 | |||||||||||||||||||||||||||
| Cu Production (tonnes) | 12,664 | 11,189 | 11,918 | 46,371 | 45,511 | |||||||||||||||||||||||||||
| Cu Production (lbs) | 27,918,071 | 24,668,985 | 26,274,572 | 102,229,718 | 100,333,448 | |||||||||||||||||||||||||||
| Concentrate grade (% Cu) | 33.9 | 33.6 | 33.2 | 33.4 | 34.0 | |||||||||||||||||||||||||||
| Concentrate sales (tonnes) | 36,865 | 32,143 | 35,996 | 140,133 | 133,122 | |||||||||||||||||||||||||||
| Cu Sold in concentrate (tonnes) | 13,301 | 10,522 | 12,393 | 46,816 | 45,717 | |||||||||||||||||||||||||||
| Cu Sold in concentrate (lbs) | 29,323,118 | 23,197,347 | 27,320,802 | 103,211,464 | 100,788,419 | |||||||||||||||||||||||||||
| C1 cash cost of copper produced (per lb) | $ | 1.41 | $ | 1.46 | $ | 0.96 | $ | 1.36 | $ | 0.77 | ||||||||||||||||||||||
The Caraíba Operations delivered record full-year copper production of 46,371 tonnes in concentrate following strong year-end operating performance driven by the addition of high-grade Project Honeypot stopes to the Q4 2022 production plan. Higher mined and processed grades during Q4 2022 resulted in copper production for the period of 12,664 tonnes, representing a quarter-on-quarter increase of approximately 13%. Processed tonnage also increased during the quarter following the completion of planned maintenance on the Pilar Mine's material handling and transport system, contributing to a year-on-year increase in mill throughput for the full-year of nearly 500,000 tonnes of ore.
Mined ore production in Q4 2022 included:
•Pilar: 454,497 tonnes grading 1.77% copper (vs. 433,245 tonnes grading 1.74% copper in Q3 2022)
•Vermelhos: 234,778 tonnes grading 2.21% copper (vs. 238,217 tonnes grading 1.96% copper in Q3 2022)
•Surubim: 99,870 tonnes grading 0.43% copper (vs. 24,119 tonnes grading 0.68% copper in Q3 2022)
Contributions from the three mines resulted in total ore mined during the period of 802,466 tonnes grading 1.71% copper (as compared to 695,581 tonnes grading 1.77% copper in Q3 2022). During Q4 2022, 745,850 tonnes of ore grading 1.84% copper were processed, resulting in production of 12,664 tonnes of copper after average metallurgical recoveries of 92.3%. Total 2022 processed volumes of 2,864,230 tonnes grading 1.76% copper resulted in record copper production of 46,371 tonnes after average metallurgical recoveries of 91.9%.
C1 cash costs at the Caraíba Operations during the quarter were $1.41 per pound of copper produced, bringing full-year C1 cash costs to $1.36 per pound of copper produced. Lower Q4 2022 C1 cash costs compared to the prior period reflect (i) the impact of higher processed copper grades and (ii) the completion of planned maintenance on the Pilar Mine's material handling and transport system which drove increased trucking of ore and waste to accommodate temporarily reduced shaft availability
Ero Copper Corp. December 31, 2022 MD&A | Page 6
during Q3 2022. Despite improved Q4 2022 operating cost performance, C1 cash costs for the quarter and full-year continued to be impacted by (i) inflation in the cost of key consumables and (ii) a higher allocation of concentrate sales to the international market.
In 2023, the Caraíba Operations are expected to produce 44,000 to 47,000 tonnes of copper in concentrate with higher mill throughput levels expected towards the end of the year following the anticipated completion of the Caraíba mill expansion in Q4 2023. As a result, copper production is expected to be slightly weighted towards H2 2023 with Q1 2023 expected to contribute the lowest amount of production of the year due to planned stope sequencing driving lower anticipated processed copper grades.
The Company's 2023 C1 cash cost guidance range for the Caraíba Operations of $1.40 to $1.60 per pound of copper produced reflects (i) sales allocation of 100% of copper concentrate produced to the international market and (ii) elevated consumable cost input assumptions based on Q4 2022 consumable pricing. Q1 2023 C1 cash costs are expected to be slightly above the full-year guidance range due to the impact of lower anticipated copper grades and production during the quarter.
The Company will continue to review sales channel allocations throughout the year as its domestic customer progresses through a financial restructuring that commenced in Q4 2022. A resumption of domestic sales has the potential to lower concentrate sales costs.
Exploration activities during Q4 2022 continued to focus on infill drilling and resource conversion programs as well as the identification and testing of (i) in-mine extensions of mineralization within the Pilar and Vermelhos Mines, (ii) extensions of nickel mineralization identified within the Umburana System and (iii) regional copper exploration target testing. For additional information on the Company's nickel program, including recent Umburana System drill results, please see the Company's press release dated September 29, 2022.
The Xavantina Operations
Gold | 2022 - Q4 | 2022 - Q3 | 2021 - Q4 | 2022 | 2021 | |||||||||||||||||||||||||||
| Ore mined (tonnes) | 39,755 | 42,747 | 47,159 | 189,783 | 171,581 | |||||||||||||||||||||||||||
| Ore processed (tonnes) | 39,715 | 42,747 | 47,159 | 189,743 | 171,581 | |||||||||||||||||||||||||||
| Head grade (grams per tonne Au) | 10.17 | 8.55 | 6.24 | 7.61 | 7.27 | |||||||||||||||||||||||||||
| Recovery (%) | 90.7 | 93.3 | 90.3 | 92.0 | 94.2 | |||||||||||||||||||||||||||
| Gold ounces produced (oz) | 11,786 | 10,965 | 8,544 | 42,669 | 37,798 | |||||||||||||||||||||||||||
| Silver ounces produced (oz) | 7,050 | 7,487 | 5,859 | 27,885 | 25,031 | |||||||||||||||||||||||||||
| Gold sold (oz) | 10,583 | 12,907 | 7,779 | 41,951 | 37,437 | |||||||||||||||||||||||||||
| Silver sold (oz) | 7,123 | 8,246 | 5,938 | 27,876 | 25,285 | |||||||||||||||||||||||||||
Realized gold price (per oz)(1) | $ | 1,750 | $ | 1,739 | $ | 1,784 | $ | 1,807 | $ | 1,783 | ||||||||||||||||||||||
| C1 cash cost of gold produced (per oz) | $ | 445 | $ | 537 | $ | 582 | $ | 560 | $ | 525 | ||||||||||||||||||||||
| AISC of gold produced (per oz) | $ | 1,096 | $ | 1,135 | $ | 910 | $ | 1,124 | $ | 732 | ||||||||||||||||||||||
(1) Realized Au price includes the effect of ounces sold under the stream arrangement with Royal Gold. See "Realized Gold Price" section of "Non-IFRS Measures" for detail.
Ero Copper Corp. December 31, 2022 MD&A | Page 7
The Xavantina Operations achieved record quarterly and full-year production of 11,786 and 42,669 ounces of gold, respectively, surpassing 2022 production guidance of 39,000 to 42,000 ounces. Higher processed gold grades of 10.17 grams per tonne during Q4 2022, representing an increase in processed grades of approximately 20% compared to Q3 2022, resulted in production of 11,786 ounces of gold and 7,050 ounces of silver (as by-product) from total mill feed of 39,715 tonnes and after metallurgical recoveries of 90.7%. Full-year gold production increased approximately 13% compared to 2021 due to higher mill throughput as well as higher mined and processed gold grades. Tonnes processed in 2022 totaled 189,743 at an average grade of 7.61 grams per tonne, producing 42,669 ounces of gold and 27,885 ounces of silver produced as by-product after metallurgical recoveries of 92.0%.
C1 cash costs and AISC at the Xavantina Operations Q4 2022 were $445 and $1,096, respectively, per ounce of gold produced, bringing full-year C1 cash costs and AISC to $560 and $1,124, respectively, per ounce of gold produced (see Non-IFRS Measures).
The Company expects to produce 50,000 to 53,000 ounces of gold at the Xavantina Operations in 2023 with production expected to be lowest in Q1 2023 and slightly weighted towards H2 2023 due to higher mill throughput levels following the expected commencement of production from the Matinha vein during H2 2023.
The Xavantina Operations' 2023 C1 cash cost guidance range of $475 to $575 per ounce of gold produced reflects the impact of significantly higher anticipated mined and processed gold grades in 2023 compared to 2022, partially offset by elevated consumable cost assumptions reflecting Q4 2022 consumable pricing. The Company's AISC guidance range for 2023 is $725 to $825 per ounce of gold produced.
Exploration activities at the Xavantina Operations during the quarter continued to focus on testing extensions of the Matinha and Santo Antônio veins, which remain open for further extension. Infill drilling during the quarter also confirmed continuity of high grades within mining areas planned for the next three years.
Ero Copper Corp. December 31, 2022 MD&A | Page 8
2023 Guidance
The Caraíba Operations
The Company expects to produce 44,000 to 47,000 tonnes of copper in concentrate at the Caraíba Operations at an average C1 cash cost between $1.40 and $1.60 per pound of copper produced. The guidance is based on total ore processed of approximately 3.3 million tonnes, average processed copper grades of approximately 1.50% and an average metallurgical recovery of 91.5%. Processed totals are expected to be comprised of:
•1.9 million tonnes grading 1.60% copper from the Pilar Mine;
•850,000 tonnes grading 1.75% copper from the Vermelhos Mine; and
•550,000 tonnes grading 0.70% copper from the Surubim Mine.
For the full year, copper production is expected to be slightly weighted towards H2 2023 due to higher mill throughput levels at the end of the year following the completion of the Caraíba mill expansion, expected in Q4 2023. Copper production in Q1 2023 is expected to be the lowest of the year driven by planned stope sequencing.
The Company's 2023 C1 cash cost guidance range for the Caraíba Operations of $1.40 to $1.60 per pound of copper produced reflects (i) sales allocation of 100% of copper concentrate produced to the international market and (ii) elevated consumable cost input assumptions based on Q4 2022 consumable pricing. Q1 2023 C1 cash costs are expected to be slightly above the full-year guidance range due to the impact of lower anticipated copper grades and production during the quarter.
The Company will continue to review sales channel allocations throughout the year as its domestic customer progresses through a financial restructuring that commenced in Q4 2022. A resumption of domestic sales has the potential to lower concentrate sales costs.
The Xavantina Operations
2023 gold production at the Xavantina Operations is expected to be 50,000 to 53,000 ounces at average C1 cash costs between $475 to $575 per ounce of gold produced and all-in sustaining costs ("AISC") between $725 and $825 per ounce of gold produced assuming key consumables remain at elevated Q4 2022 levels for the duration of 2023.
The Xavantina Operations is expected to process approximately 175,000 tonnes of ore, average gold grades of approximately 10.00 gpt and average metallurgical recoveries of 92.0%. Gold production is also expected to be lowest in Q1 2023 with full-year gold production expected to be slightly weighted towards H2 2023 due to higher mill throughput levels following the expected commencement of production from the Matinha vein during H2 2023.
2023 Exploration Objectives
The Company expects to spend a consolidated $31 to $41 million on exploration across its operations for the full year. The primary objectives of these programs are:
•At the Caraíba Operations, the Company expects to spend a total of $22 to $27 million during the full year. Exploration objectives include (i) delineating extensions of nickel mineralization identified within the Umburana system, (ii) drill testing additional regional nickel and copper
Ero Copper Corp. December 31, 2022 MD&A | Page 9
targets throughout the Curaçá Valley and (iii) extending high-grade mineralization within the Pilar and Vermelhos Mines.
•At the Xavantina Operations, the Company expects to spend a total of $6 to $7 million during the full year. Exploration objectives include testing extensions of the Santo Antonio and Matinha veins to depth and drill testing extensions of the primary shear-zone that hosts the Xavantina Mine.
•At the Tucumã Project, the Company expects to spend less than $1 million during the year to further test extensions of near-mine mineralization.
•The Company has several ongoing strategic exploration initiatives throughout Brazil and is actively pursuing exploration-stage opportunities in the states of Mato Grosso and Pará. In 2023, the Company expects to spend between $3 and $5 million on these initiatives.
2023 Production and Cost Guidance
The Company's cost guidance for 2023 assumes a USD:BRL foreign exchange rate of 5.30, a gold price of $1,725 per ounce and a silver price of $20.00 per ounce.
| 2023 Guidance | ||||||||||||||||||||
The Caraíba Operations | ||||||||||||||||||||
| Copper Production (tonnes) | 44,000 - 47,000 | |||||||||||||||||||
C1 Cash Cost Guidance (US$/lb)(1) | $1.40 - $1.60 | |||||||||||||||||||
The Xavantina Operations | ||||||||||||||||||||
| Au Production (ounces) | 50,000 - 53,000 | |||||||||||||||||||
C1 Cash Cost Guidance (US$/oz)(1) | $475 - $575 | |||||||||||||||||||
All-in Sustaining Cost (AISC) Guidance (US$/oz)(1) | $725 - $825 | |||||||||||||||||||
Note: Guidance is based on certain estimates and assumptions, including but not limited to, mineral reserve estimates, grade and continuity of interpreted geological formations and metallurgical performance. Please refer to the Company’s Annual Information Form for the year ended December 31, 2022 (the "AIF") and Management of Risks and Uncertainties in this MD&A for complete risk factors.
(1) C1 cash costs of copper produced (per lb), C1 cash costs of gold produced (per ounce), and AISC are non-IFRS measures – Please refer to the section titled "Alternative Performance (Non-IFRS) Measures" within this MD&A for a discussion of non-IFRS measures. Guidance is based on certain estimates and assumptions, including but not limited to, mineral reserve estimates, grade and continuity of interpreted geological formations and metallurgical performance.
Ero Copper Corp. December 31, 2022 MD&A | Page 10
2023 Capital Expenditure Guidance
The Company's capital expenditure guidance for 2023 assumes a USD:BRL foreign exchange rate of 5.30 and has been presented below in USD millions.
| 2023 Guidance | ||||||||||||||||||||||||||||||||||||||
Caraíba Operations | ||||||||||||||||||||||||||||||||||||||
| Growth | $80 - $90 | |||||||||||||||||||||||||||||||||||||
| Sustaining | $65 - $75 | |||||||||||||||||||||||||||||||||||||
| Exploration | $22 - $27 | |||||||||||||||||||||||||||||||||||||
Total, Caraíba Operations | $167 - $192 | |||||||||||||||||||||||||||||||||||||
| Tucumã Project | ||||||||||||||||||||||||||||||||||||||
| Growth | $150 - $165 | |||||||||||||||||||||||||||||||||||||
| Sustaining | $0 | |||||||||||||||||||||||||||||||||||||
| Exploration | $0 - $1 | |||||||||||||||||||||||||||||||||||||
| Total, Tucumã Project | $150 - $166 | |||||||||||||||||||||||||||||||||||||
| Xavantina Operations | ||||||||||||||||||||||||||||||||||||||
| Growth | $4 - $5 | |||||||||||||||||||||||||||||||||||||
| Sustaining | $12 - $14 | |||||||||||||||||||||||||||||||||||||
| Exploration | $6 - $7 | |||||||||||||||||||||||||||||||||||||
| Total, Xavantina Operations | $22 - $26 | |||||||||||||||||||||||||||||||||||||
| Other Exploration Projects | $3 - $5 | |||||||||||||||||||||||||||||||||||||
| Company Total | ||||||||||||||||||||||||||||||||||||||
| Growth | $234 - $260 | |||||||||||||||||||||||||||||||||||||
| Sustaining | $77 - $89 | |||||||||||||||||||||||||||||||||||||
| Exploration | $31 - $40 | |||||||||||||||||||||||||||||||||||||
| Total, Company | $342 - $389 | |||||||||||||||||||||||||||||||||||||
Ero Copper Corp. December 31, 2022 MD&A | Page 11
REVIEW OF FINANCIAL RESULTS
The following table provides a summary of the financial results of the Company for Q4 2022 and Q4 2021. Tabular amounts are in thousands of US dollars, except share and per share amounts.
Three months ended December 31, | |||||||||||||||||
| Notes | 2022 | 2021 | |||||||||||||||
| Revenue | 1 | $ | 116,667 | $ | 134,869 | ||||||||||||
| Cost of sales | 2 | (63,953) | (50,506) | ||||||||||||||
| Gross profit | 52,714 | 84,363 | |||||||||||||||
| Expenses | |||||||||||||||||
| General and administrative | 3 | (14,049) | (12,252) | ||||||||||||||
| Share-based compensation | (4,123) | (981) | |||||||||||||||
Income before the undernoted | 34,542 | 71,130 | |||||||||||||||
| Finance income | 5,041 | 964 | |||||||||||||||
| Finance expense | 4 | (12,290) | (2,296) | ||||||||||||||
Foreign exchange gain (loss) | 5 | 4,569 | (4,419) | ||||||||||||||
Other expenses | (1,850) | (639) | |||||||||||||||
Income before income taxes | 30,012 | 64,740 | |||||||||||||||
Income tax expense | |||||||||||||||||
| Current | (7,146) | (6,372) | |||||||||||||||
| Deferred | (394) | 1,844 | |||||||||||||||
| 6 | (7,540) | (4,528) | |||||||||||||||
Net income for the period | $ | 22,472 | $ | 60,212 | |||||||||||||
Other comprehensive gain (loss) | |||||||||||||||||
Foreign currency translation gain (loss) | 7 | 23,398 | (10,474) | ||||||||||||||
Comprehensive income | $ | 45,870 | $ | 49,738 | |||||||||||||
Net income per share attributable to owners of the Company | |||||||||||||||||
| Basic | $ | 0.24 | $ | 0.67 | |||||||||||||
| Diluted | $ | 0.24 | $ | 0.65 | |||||||||||||
| Weighted average number of common shares outstanding | |||||||||||||||||
| Basic | 91,522,358 | 89,637,768 | |||||||||||||||
| Diluted | 92,551,916 | 91,727,452 | |||||||||||||||
Ero Copper Corp. December 31, 2022 MD&A | Page 12
Notes:
1. Revenues from copper sales in Q4 2022 was $98.3 million (Q4 2021 - $119.9 million) on sale of 29.3 million lbs of copper (Q4 2021 - 27.3 million lbs). The decrease in revenues was primarily attributed to lower coppers prices.
Revenues from gold sales in Q4 2022 was $18.4 million (Q4 2021 - $14.9 million) on sale of 10,583 ounces of gold (Q4 2021 - 7,779 ounces) at an average realized price of $1,750 per ounce (Q4 2021 - $1,784 per ounce). The increase in revenues was primarily attributable to higher sales volume, partially offset by lower realized prices than in the comparative quarter.
2. Cost of sales for Q4 2022 from copper sales was $55.5 million (Q4 2021 - $43.6 million) which primarily comprised of $12.8 million (Q4 2021 - $11.6 million) in depreciation and depletion, $11.7 million (Q4 2021 - $11.2 million) in salaries and benefits, $10.7 million (Q4 2021 - $6.8 million) in materials and consumables, $7.7 million (Q4 2021 - $4.7 million) in contracted services, $7.0 million (Q4 2021 - $4.8 million) in maintenance costs, $2.7 million (Q4 2021 - $2.3 million) in utilities, and $2.6 million (Q4 2021 - $2.0 million) in sales expenses. The increase in cost of sales in Q4 2022 as compared to Q4 2021 was primarily attributable to overall inflationary pressure on materials and consumables, such as fuel, steel and concrete costs, spare parts, as well as higher depreciation and depletion due to an increase in asset base compared to the same quarter of the prior year.
Cost of sales for Q4 2022 from gold sales was $8.5 million (Q4 2021 - $6.9 million) which primarily comprised of $3.5 million (Q4 2021 - $2.0 million) in depreciation and depletion, $1.5 million (Q4 2021 - $1.6 million) in salaries and benefits, $1.4 million (Q4 2021 - $1.3 million) in contracted services, $1.0 million (Q4 2021 - $0.8 million) in materials and consumables, $0.5 million (Q4 2021 - $0.5 million) in utilities, and $0.3 million (Q4 2021 - $0.4 million) in maintenance costs. The increase in cost of sales in Q4 2022 as compared to Q4 2021 is primarily attributable to a 36% increase in gold ounces sold, overall inflationary pressure on costs, as well as higher depreciation and depletion attributed to an increase in depreciable asset base.
3. General and administrative expenses for Q4 2022 was primarily comprised of $6.3 million (Q4 2021 - $6.0 million) in salaries and consulting fees, $2.5 million (Q4 2021 - $1.9 million) in office and administration expenses, $3.3 million (Q4 2021 - $3.0 million) in incentive payments, $0.7 million (Q4 2021 - $0.4 million) in accounting and legal costs, and $1.2 million (Q4 2021 - $0.9 million) in other costs. The increase in general and administrative expenses was mainly attributed to an increase in salaries and consulting fees, travelling and administrative activities to support overall growth in operations.
4. Finance expense for Q4 2022 was $12.3 million (Q4 2021 - $2.3 million) and is primarily comprised of interest on loans and borrowings of $5.2 million (Q4 2021 - $0.6 million), accretion of deferred revenue of $0.8 million (Q4 2021 - $0.9 million), accretion of asset retirement obligations of $0.5 million (Q4 2021 - $0.4 million), lease interest of $0.2 million (Q4 2021 - $0.1 million), and other finance expense of $5.5 million (Q4 2021 - $0.9 million), which included a $3.3 million expected credit loss provision in relation to payment arrangement with one of the Company's customers in Brazil, Paranapanema S/A ("PMA"). In addition, $1.9 million (Q4 2021 - $nil) in interest was capitalized to projects in progress. The overall increase in finance expense in Q4 2022 as compared to Q4 2021 is primarily attributable to overall higher debt levels with the issuance of Senior Notes (as defined below) in February 2022.
5. Foreign exchange gain for Q4 2022 was $4.6 million (Q4 2021 - $4.4 million loss). This amount is primarily comprised of unrealized foreign exchange gain on derivative contracts of $3.0 million (Q4 2021 - $3.3 million gain), foreign exchange gain on USD denominated debt of $1.0 million (Q4 2021 - $1.6 million loss) in MCSA for which the functional currency is the BRL, other foreign exchange gains of $0.5 million (Q4 2021 - $0.1 million gains), and realized foreign exchange gain on derivative contracts of $0.1 million (Q4 2021 - $6.2 million loss). The foreign exchange gains were primarily a result of a strengthening of BRL against USD at the end of Q4 2022 as compared to the prior quarter. The foreign exchange gain on unrealized derivative contracts are a result of mark-to-market calculations at period end.
6. In Q4 2022, the Company recognized $7.5 million in income tax expense (Q4 2021 - $4.5 million), primarily as a result of increase in non-deductible expenses and increase in withholding tax on intercompany interest and dividends.
7. The foreign currency translation gain is a result of a strengthening of the BRL against the USD during Q4 2022, which strengthened from approximately 5.41 BRL per US dollar at the beginning of Q4 2022 to approximately 5.22 BRL per US dollar by the end of the quarter, when translating the net assets of the Company’s Brazilian subsidiaries to USD for presentation in the Company’s consolidated financial statements.
Ero Copper Corp. December 31, 2022 MD&A | Page 13
The following table provides a summary of the financial results of the Company for Fiscal 2022 and 2021. Tabular amounts are in thousands of US dollars, except share and per share amounts.
| Year ended December 31, | |||||||||||||||||||||||
| Notes | 2022 | 2021 | 2020 | ||||||||||||||||||||
| Revenue | 1 | $ | 426,392 | $ | 489,915 | $ | 324,076 | ||||||||||||||||
| Cost of sales | 2 | (239,217) | (171,057) | (135,939) | |||||||||||||||||||
| Gross profit | 187,175 | 318,858 | 188,137 | ||||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| General and administrative | 3 | (49,459) | (38,846) | (27,927) | |||||||||||||||||||
| Share-based compensation | (7,931) | (7,848) | (9,064) | ||||||||||||||||||||
Income before the undernoted | 129,785 | 272,164 | 151,146 | ||||||||||||||||||||
| Finance income | 10,295 | 2,991 | 1,346 | ||||||||||||||||||||
| Finance expense | 4 | (33,223) | (12,159) | (15,449) | |||||||||||||||||||
Foreign exchange gain (loss) | 5 | 19,910 | (21,968) | (79,805) | |||||||||||||||||||
| NX Gold stream transaction fees | — | (1,219) | — | ||||||||||||||||||||
| Recovery of value added taxes | 6 | — | — | 8,886 | |||||||||||||||||||
Other expenses | (384) | (2,889) | (4,701) | ||||||||||||||||||||
Income before income taxes | 126,383 | 236,920 | 61,423 | ||||||||||||||||||||
Income tax expense | |||||||||||||||||||||||
| Current | (15,043) | (22,428) | (9,675) | ||||||||||||||||||||
| Deferred | (8,273) | (11,860) | 750 | ||||||||||||||||||||
| 6 | (23,316) | (34,288) | (8,925) | ||||||||||||||||||||
Net income for the period | $ | 103,067 | $ | 202,632 | $ | 52,498 | |||||||||||||||||
Other comprehensive gain (loss) | |||||||||||||||||||||||
Foreign currency translation gain (loss) | 7 | 29,897 | (24,252) | (49,553) | |||||||||||||||||||
Comprehensive income | $ | 132,964 | $ | 178,380 | $ | 2,945 | |||||||||||||||||
Net income per share attributable to owners of the Company | |||||||||||||||||||||||
| Basic | $ | 1.12 | $ | 2.27 | $ | 0.60 | |||||||||||||||||
| Diluted | $ | 1.10 | $ | 2.21 | $ | 0.56 | |||||||||||||||||
| Weighted average number of common shares outstanding | |||||||||||||||||||||||
| Basic | 90,789,925 | 88,602,367 | 86,368,535 | ||||||||||||||||||||
| Diluted | 92,170,656 | 90,963,452 | 92,213,628 | ||||||||||||||||||||
Ero Copper Corp. December 31, 2022 MD&A | Page 14
Notes:
1. Revenues from copper sales in Fiscal 2022 was $351.4 million (Fiscal 2021 - $424.0 million), which included the sale of 103,211,464 lbs of copper compared to 100,788,419 lbs of copper for Fiscal 2021. The decrease in revenues is primarily attributed to lower copper prices. Revenue in YTD 2022 also included $6.0 million of copper concentrates acquired from one of the Company's customers to settle accounts receivables in arrears and sold to a different customer.
Revenues from gold sales in Fiscal 2022 was $75.0 million (Fiscal 2021 - $66.0 million), which included the sale of 41,951 ounces of gold at a realized price of $1,807 per ounce, compared to 37,437 ounces of gold sold at a realized price of $1,783 per ounce in for Fiscal 2021. The increase in revenues was attributable to both higher sales volume and higher realized prices compared to the prior year.
2. Cost of sales for Fiscal 2022 from copper sales was $202.3 million (Fiscal 2021 - $142.9 million) which primarily consisted of $47.1 million (Fiscal 2021 - $39.2 million) in depreciation and depletion, $42.2 million (Fiscal 2021 - $33.2 million) in salaries and benefits, $36.0 million (Fiscal 2021 - $22.8 million) in materials and consumables, $25.9 million (Fiscal 2021 - $15.5 million) in contracted services, $24.3 million (Fiscal 2021 - $16.4 million) in maintenance costs, $10.6 million (Fiscal 2021 - $8.5 million) in utilities and $8.9 million (Fiscal 2021 - $6.7 million) in sales expenses. The increase in cost of sales was primarily attributed to a 21% increase in tonnes milled, a 4.5% stronger BRL against the USD compared to last year, as well as overall inflationary pressure on costs such as labour, materials and consumables. Cost of sales in YTD 2022 also included $6.1 million of copper concentrates acquired from one of the Company's customers to settle accounts receivables in arrears.
Cost of sales for Fiscal 2022 from gold sales was $36.9 million (Fiscal 2021- $28.2 million) which primarily comprised of $11.6 million (Fiscal 2021 - $7.8 million) in depreciation and depletion, $8.0 million (Fiscal 2021 - $6.3 million) in salaries and benefits, $6.3 million (Fiscal 2021 - $5.8 million) in contracted services, $5.9 million (Fiscal 2021 - $3.6 million) in materials and consumables, $2.4 million (Fiscal 2021 - $2.2 million) in utilities, and $2.0 million (Fiscal 2021 - $1.7 million) in maintenance costs. The increase in cost of sales was primarily attributed to strengthening of the BRL against the USD and overall inflationary pressure on costs.
3. General and administrative expenses for Fiscal 2022 was primarily comprised of $24.3 million (Fiscal 2021 - $20.2 million) with respect to salaries and consulting fees, $9.3 million (Fiscal 2021 - $5.9 million) in office and administrative expenses, $8.2 million (Fiscal 2021 - $7.1 million) in incentive payments, $4.9 million (Fiscal 2021 - $3.7 million) in other general and administrative expenses, and $2.4 million (Fiscal 2021 - $1.6 million) in accounting and legal fees. The increase in general and administrative expenses in Fiscal 2022 was primarily attributable to increases in salaries, consulting fees and administrative activities to support overall growth in operations.
4. Finance expense for Fiscal 2022 was $33.2 million (Fiscal 2021 - $12.2 million) and was primarily comprised of interest on loans at the corporate head office of $20.4 million (Fiscal 2021 - $5.2 million), accretion of deferred revenue of $3.4 million (Fiscal 2021 - $1.5 million), accretion of the asset retirement obligations of $2.2 million (Fiscal 2021 - $1.1 million), other finance expense of $7.4 million (Fiscal 2021 - $4.5 million), and lease interest of $0.7 million (Fiscal 2021 - $0.4 million), partially offset by gain on interest rate swap derivatives of $0.9 million (Fiscal 2021 - $0.5 million gain). In addition, $6.2 million (Fiscal 2021 - nil) in interest was capitalized to projects in progress. The overall increase in finance expense was primarily attributable to overall higher debt levels with the issuance of Senior Notes in February 2022, as well as a $3.3 million expected credit loss provision recognized in other finance expense in relation to payment arrangement with PMA.
5. Foreign exchange gain for Fiscal 2022 was $19.9 million (Fiscal 2021 - $22.0 million loss). This amount was primarily comprised of a foreign exchange gain on unrealized derivative contracts of $33.1 million (Fiscal 2021 - $3.9 million) and a foreign exchange gain on USD denominated debt of $3.9 million (Fiscal 2021 - $5.4 million loss) in MCSA for which the functional currency is the BRL, partially offset by realized foreign exchange loss on derivative contracts of $12.5 million (Fiscal 2021 - $22.2 million) and other foreign exchange losses of $4.6 million (Fiscal 2021 - $1.7 million gains). The fluctuation in foreign exchange gains/losses were primarily a result of increased volatility of the USD/BRL foreign exchange rates. During Fiscal 2022, the BRL strengthened 7.0% against the USD. The foreign exchange gains/losses on unrealized derivative contracts are a result of mark-to-market calculations at period end and may not represent the amount that will ultimately be realized, which will depend on future changes to the USD/BRL foreign exchange rates.
6. In Fiscal 2022, the Company recognized a $23.3 million income tax expense (Fiscal 2021 - income tax expense of $34.3 million), The decrease was primarily as a result of a decrease in income before income taxes, partially offset by increase in non-deductible expenses and increase in withholding tax on intercompany interest and dividends.
Ero Copper Corp. December 31, 2022 MD&A | Page 15
7. The foreign currency translation income is a result of the strengthening of the BRL against the USD during Fiscal 2022 when translating the net assets of the Company’s Brazilian subsidiaries to USD for presentation in the Company’s consolidated financial statements.
SUMMARY OF QUARTERLY RESULTS
The following table presents selected financial information for each of the most recent eight quarters. Tabular amounts are in millions of US Dollars, except share and per share amounts.
| Selected Financial Information | Dec. 31,(1) | Sep. 30,(2) | Jun. 30,(3) | Mar. 31,(4) | Dec. 31,(5) | Sep. 30,(6) | Jun. 30,(7) | Mar. 31, | ||||||||||||||||||||||||||||||||||||||||||
| 2022 | 2022 | 2022 | 2022 | 2021 | 2021 | 2021 | 2021 | |||||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 116.7 | $ | 85.9 | $ | 114.9 | $ | 108.9 | $ | 134.9 | $ | 111.8 | $ | 120.7 | $ | 122.5 | ||||||||||||||||||||||||||||||||||
Cost of sales | $ | (64.0) | $ | (63.1) | $ | (64.3) | $ | (47.9) | $ | (50.5) | $ | (37.0) | $ | (35.3) | $ | (39.7) | ||||||||||||||||||||||||||||||||||
Gross profit | $ | 52.7 | $ | 22.8 | $ | 50.7 | $ | 61.0 | $ | 84.4 | $ | 68.0 | $ | 83.7 | $ | 82.8 | ||||||||||||||||||||||||||||||||||
Net income for period | $ | 22.5 | $ | 4.0 | $ | 24.1 | $ | 52.5 | $ | 60.2 | $ | 26.4 | $ | 84.0 | $ | 32.1 | ||||||||||||||||||||||||||||||||||
Income per share attributable to the owners of the Company | ||||||||||||||||||||||||||||||||||||||||||||||||||
| - Basic | $ | 0.24 | $ | 0.04 | $ | 0.26 | $ | 0.58 | $ | 0.67 | $ | 0.29 | $ | 0.95 | $ | 0.36 | ||||||||||||||||||||||||||||||||||
| - Diluted | $ | 0.24 | $ | 0.04 | $ | 0.26 | $ | 0.57 | $ | 0.65 | $ | 0.28 | $ | 0.89 | $ | 0.34 | ||||||||||||||||||||||||||||||||||
| Weighted average number of common shares outstanding | ||||||||||||||||||||||||||||||||||||||||||||||||||
| - Basic | 91,522,358 | 90,845,229 | 90,539,647 | 90,238,008 | 89,637,768 | 88,449,567 | 88,251,995 | 88,064,312 | ||||||||||||||||||||||||||||||||||||||||||
| - Diluted | 92,551,916 | 91,797,437 | 91,850,321 | 92,050,104 | 91,727,452 | 93,255,615 | 93,314,274 | 92,902,306 | ||||||||||||||||||||||||||||||||||||||||||
Notes:
1.During Q4 2022, the Company recognized net income of $22.5 million compared to $4.0 million in the preceding quarter. The increase was primarily attributable to a $29.9 million increase in gross profit as a result of 13% increase in copper production, partially offset by higher share-based payment expenses and a $3.3 million expected credit loss provision recognized in relation to payment arrangement with PMA.
2.During Q3 2022, the Company recognized net income of $4.0 million compared to $24.1 million in the preceding quarter. The decrease was primarily attributable to a $27.9 million decrease in gross profit as a result of 12% lower production, reduced copper and gold realized prices, and provisional pricing adjustments on copper concentrate sold in the prior quarter.
3.During Q2 2022, the Company recognized net income of $24.1 million compared to $52.5 million in the preceding quarter. The decrease was primarily attributable to volatility in foreign exchange gains or losses driven by the strengthening of the BRL against the USD in the quarter, which resulted in $3.3 million of foreign exchange losses compared to $18.7 million of foreign exchange gains in the preceding quarter and a $10.3 million decrease in gross profit as a result of reduced copper and gold realized prices and overall inflationary pressure on cost of sales. The increase in copper produced and sold was mostly offset by a provisional pricing adjustment.
4.During Q1 2022, the Company recognized net income of $52.5 million compared to $60.2 million in the preceding quarter. The decrease was primarily attributable to a $23.4 million decrease in gross profit as a result of reduced copper and gold sales volume, and overall inflationary pressure on cost of sales. Production and throughput for the quarter was adversely impacted by employee absenteeism due to COVID-19 and the seasonal influenza virus. The decrease in gross profit was partially offset by foreign exchange gains driven by the strengthening of the BRL against the USD in the
Ero Copper Corp. December 31, 2022 MD&A | Page 16
quarter, which resulted in $18.7 million of foreign exchange gains compared to $4.4 million of foreign exchange losses in the preceding quarter.
5.During Q4 2021, the Company recognized net income of $60.2 million compared to $26.4 million in the preceding quarter. The increase was primarily attributable to a $16.4 million increase in gross profit as a result of increased copper sales volume, as well as a $15.2 million decrease in foreign exchange losses as the BRL depreciation against the USD was relatively less than the preceding quarter.
6.During Q3 2021, the Company recognized net income of $26.4 million compared to $84.0 million in the preceding quarter, a decrease of $58.7 million primarily due to volatility in foreign exchange gains or losses driven by the weakening of the BRL against the USD in the quarter, resulting in $19.6 million of foreign exchange losses compared to foreign exchange gains of $30.7 million in the preceding quarter.
7.During Q2 2021, the Company recognized $30.7 million in foreign exchange gains. This amount is primarily comprised of foreign exchange gain on unrealized derivative contracts of $29.9 million, foreign exchange gain on USD denominated debt of $10.0 million in MCSA for which the functional currency is the BRL, partially offset by realized foreign exchange loss on derivative contracts of $6.0 million, and other foreign exchange losses of $3.2 million. The foreign exchange gains were primarily a result of a strengthening of BRL against USD in Q2 2021 as compared to the prior quarter. The foreign exchange gains on unrealized derivative contracts are a result of mark-to-market calculations at period end and may not represent the amount that will ultimately be realized, which will depend on future changes to the USD/BRL foreign exchange rates.
LIQUIDITY, CAPITAL RESOURCES, AND CONTRACTUAL OBLIGATIONS
Liquidity
As at December 31, 2022, the Company held cash and cash equivalents of $177.7 million which were primarily comprised of cash held with reputable financial institutions and are invested in highly liquid short-term investments with maturities of three months or less. In addition, the Company held short-term investments of $139.7 million with reputable financial institutions with maturities greater than three months and less than one year. The funds are not exposed to liquidity risk and there are no restrictions on the ability of the Company to use these funds to meet its obligations.
Cash and cash equivalents have increased by $47.6 million since December 31, 2021. The Company’s cash flows from operating, investing, and financing activities during 2022 are summarized as follows:
•Cash from financing activities of $327.3 million, primarily consists of:
◦$392.0 million of net proceeds from the issuance of $400.0 million in Senior Notes (as defined below) and other loans;
◦$9.5 million of proceeds from equipment financings;
net of:
◦$55.7 million of repayment in Senior Credit Facility (as defined below); and
◦$15.4 million of interest paid on loans and borrowings;
•Cash from operating activities of $143.4 million, primarily consists of:
◦$218.6 million of EBITDA (see Non-IFRS Measures);
◦$3.2 million of additional advances from the NX Gold Precious Metal Purchase Agreement;
Ero Copper Corp. December 31, 2022 MD&A | Page 17
net of:
◦$33.1 million of unrealized gain on foreign exchange hedges;
◦$12.0 million of derivative contract settlements;
◦$5.4 million of income taxes paid; and
◦$18.0 million of net change in non-cash working capital items.
Partially offset by:
•Cash used in investing activities of $425.8 million, including:
◦$282.8 million of additions to mineral property, plant and equipment;
◦$130.0 million in short-term investments, net of interest received; and
◦$13.0 million of additions to exploration and evaluation assets.
In February 2022, the Company issued $400 million aggregate principal amount of senior unsecured notes (the "Senior Notes"). The Company received net proceeds of $392.0 million after transaction costs of $8.0 million. The Senior Notes mature on February 15, 2030 and bear annual interest at 6.5%, payable semi-annually in February and August of each year.
As at December 31, 2022, the Company had working capital of $263.3 million and available liquidity of $392.4 million.
Capital Resources
The Company’s primary sources of capital are comprised of cash from operations, cash and cash equivalents on hand and short-term investments. The Company continuously monitors its liquidity position and capital structure and, based on changes in operations and economic conditions, may adjust such structure by issuing new common shares or new debt as necessary. Taking into consideration cash flow from existing operations, management believes that the Company has sufficient working capital and financial resources to maintain its planned operations and activities for the foreseeable future.
At December 31, 2022, the Company had available liquidity of $392.4 million, including $177.7 million in cash and cash equivalents, $139.7 million in short-term investments and $75.0 million of undrawn availability under its senior secured revolving credit facility ("Senior Credit Facility").
At December 31, 2022, the Senior Credit Facility had a maturity date of March 31, 2025 and included an accordion feature to increase limit from $75.0 million to $100.0 million. The Senior Credit Facility bore interest on a sliding scale at a rate of LIBOR plus 2.25% to 4.25% depending on the Company’s consolidated leverage ratio. Commitment fees for any undrawn portion of the Senior Credit Facility were on a sliding scale between 0.56% to 1.06%.
In January 2023, the Senior Credit Facility was further amended to increase its limit from $75.0 million to $150.0 million with maturity extended from March 2025 to December 2026. The Amended Senior Credit Facility will bear interest on a sliding scale of SOFR plus an applicable margin of 2.00% to 4.00% depending on the Company's consolidated leverage ratio. Commitment fees for the undrawn portion of the Amended Senior Credit Facility will also be based on a sliding scale ranging from 0.45% to 0.90%.
Ero Copper Corp. December 31, 2022 MD&A | Page 18
In relation to its loans and borrowings, the Company is required to comply with certain financial covenants. As of the date of the consolidated financial statements, the Company is in compliance with these covenants. The loan agreements also contain covenants that could restrict the ability of the Company and its subsidiaries, MCSA, Ero Gold, and NX Gold, to, among other things, incur additional indebtedness needed to fund its respective operations, pay dividends or make other distributions, make investments, create liens, sell or transfer assets or enter into transactions with affiliates. There are no other restrictions or externally imposed capital requirements of the Company.
Contractual Obligations and Commitments
The Company has a precious metals purchase agreement with RGLD Gold AG ("Royal Gold"), a wholly-owned subsidiary of Royal Gold, Inc., whereby the Company is obligated to sell a portion of its gold production from the Xavantina Operations at contract prices.
MANAGEMENT OF RISKS AND UNCERTAINTIES
The Company thoroughly examines the various financial instruments and risks to which it is exposed and assesses the impact and likelihood of those risks. These risks may include credit risk, liquidity risk, currency risk, commodity price risk and interest rate risk. Where material, these risks are reviewed and monitored by the Board.
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s receivables from customers. The carrying amount of the financial assets below represents the maximum credit risk exposure as at December 31, 2022 and December 31, 2021:
| December 31, 2022 | December 31, 2021 | ||||||||||
| Cash and cash equivalents | $ | 177,702 | $ | 130,129 | |||||||
| Short-term investments | 139,700 | — | |||||||||
| Accounts receivable | 10,289 | 30,704 | |||||||||
| Note receivable | 20,630 | — | |||||||||
| Deposits and other non-current assets | 3,985 | 1,295 | |||||||||
| $ | 352,306 | $ | 162,128 | ||||||||
The Company invests cash and cash equivalents and short-term investments with financial institutions that are financially sound based on their credit rating.
The Company’s exposure to credit risk associated with accounts receivable is influenced mainly by the individual characteristics of each customer. On November 30, 2022, one of the Company's customers in Brazil, PMA, filed for bankruptcy protection due to working capital difficulties after an operational incident in June which resulted in one of their plants being shutdown for 38 days. Preceding the announcement, the Company agreed to restructure PMA's outstanding accounts receivable balance of $23.9 million into a note receivable, guaranteed by certain assets of PMA, with payment terms over
Ero Copper Corp. December 31, 2022 MD&A | Page 19
24 monthly installments beginning in February 2023. The loan bears an annual interest rate equivalent to Brazil's CDI rate of approx. 13%. As a result of the arrangement, the Company recognized a credit loss provision of $3.3 million (2021 - $nil) in other finance expense during the year ended December 31, 2022. The amortized cost of the note receivable, net of the expected credit loss, at December 31, 2022 was $20.6 million, of which $10.2 million is classified as current and $10.4 million as non-current.
Liquidity risk
Liquidity risk is the risk associated with the difficulties that the Company may have meeting the obligations associated with financial liabilities that are settled with cash payments or with another financial asset. The Company's approach to liquidity management is to ensure as much as possible that sufficient liquidity exists to meet their maturity obligations on the expiration dates, under normal and stressful conditions, without causing unacceptable losses or with risk of undermining the normal operation of the Company.
The table below shows the Company's maturity of non-derivative financial liabilities on December 31, 2022:
| Non-derivative financial liabilities | Carrying value | Contractual cash flows | Up to 12 months | 1 - 2 years | 3 - 5 years | More than 5 years | ||||||||||||||||||||||||||||||||
| Loans and borrowings (including interest) | $ | 418,057 | $ | 612,040 | $ | 33,366 | $ | 31,112 | $ | 82,562 | $ | 465,000 | ||||||||||||||||||||||||||
| Accounts payable and accrued liabilities | 84,603 | 84,603 | 84,603 | — | — | — | ||||||||||||||||||||||||||||||||
| Other non-current liabilities | 4,618 | 15,632 | — | 6,295 | 8,768 | 569 | ||||||||||||||||||||||||||||||||
| Leases | 10,963 | 10,963 | 9,390 | 667 | 628 | — | ||||||||||||||||||||||||||||||||
| Total | $ | 518,241 | $ | 723,238 | $ | 127,359 | $ | 38,074 | $ | 91,958 | $ | 465,569 | ||||||||||||||||||||||||||
As at December 31, 2022, the Company has made commitments for capital expenditures through contracts and purchase orders amounting to $184.7 million, which are expected to be incurred over a six-year period. In the normal course of operations, the Company may also enter into long-term contracts which can be cancelled with certain agreed customary notice periods without material penalties.
The Company also has derivative financial liabilities for foreign exchange collar contracts whose notional amounts and maturity information is disclosed below under foreign exchange currency risk and interest rate risk.
The Company also has derivative financial liabilities for foreign exchange collar contracts whose notional amounts and maturity information is disclosed below under foreign exchange currency risk and interest rate risk.
Foreign exchange currency risk
The Company’s subsidiaries in Brazil are exposed to exchange risks primarily related to the US dollar. In order to minimize currency mismatches, the Company monitors its cash flow projections considering future sales expectations indexed to US dollar variation in relation to the cash requirement to settle the existing financings.
Ero Copper Corp. December 31, 2022 MD&A | Page 20
The Company's exposure to foreign exchange currency risk at December 31, 2022 relates to $11.7 million (December 31, 2021 – $7.8 million) in loans and borrowings of MCSA denominated in US dollars and Euros. In addition, the Company is also exposed to foreign exchange currency risk at December 31, 2022 on $44.6 million of intercompany loan balances (December 31, 2021 - $63.8 million) which have contractual repayment terms. Strengthening (weakening) in the Brazilian Real against the US dollar at December 31, 2022 by 10% and 20%, would have increased (decreased) pre-tax net income by $5.5 million and $11.0 million, respectively (December 31, 2021 – $7.0 million and $13.9 million. This analysis is based on the foreign currency exchange variation rate that the Company considered to be reasonably possible at the end of the year. The analysis assumes that all other variables, especially interest rates, are held constant.
The Company may use derivatives, including forward contracts, collars and swap contracts, to manage market risks. At December 31, 2022, the Company has entered into foreign exchange collar contracts at zero cost for notional amounts of $270.0 million (December 31, 2021 - notional amount of $179.5 million) with an average floor rate of 5.12 BRL to US Dollar and an average cap rate of 6.29 BRL to US Dollar. The maturity dates of these contracts are from January 27, 2023 to December 29, 2023 and are financially settled on a net basis. As of December 31, 2022 the Company had contracts with three different counterparties and the fair value of these contracts was a net asset of $3.2 million (December 31, 2021 - $28.7 million), consisting of an asset of $3.1 million included in other current assets and a asset of $0.1 million, included in deposits and other non-current assets in the statement of financial position. The fair value of foreign exchange contracts was determined based on option pricing models, forward foreign exchange rates and information provided by the counter party.
The change in fair value of foreign exchange collar contracts was a gain of $33.1 million for the year ended December 31, 2022 (a gain of $3.9 million for the year ended December 31, 2021) and has been recognized in foreign exchange gain (loss). In addition, during the year ended December 31, 2022, the Company recognized a realized loss of $12.5 million (realized loss of $22.2 million for the year ended December 31, 2021) related to the settlement of foreign currency forward collar contracts.
Interest rate risk
The Company is principally exposed to the variation in interest rates on loans and borrowings with variable rates of interest. Management reduces interest rate risk exposure by entering into loans and borrowings with fixed rates of interest or by entering into derivative instruments that fix the ultimate interest rate paid.
The Company is principally exposed to interest rate risk through Brazilian Real denominated bank loans of $2.9 million. Based on the Company’s net exposure at December 31, 2022, a 1% change in the variable rates would not materially impact its pre-tax annual net income.
Price risk
The Company may use derivatives, including forward contracts, collars and swap contracts, to manage commodity price risks. During the year ended December 31, 2022, the Company entered into various swap contracts to mitigate its copper price exposure during the quotational period on provisionally priced sales, resulting in a realized loss of $0.1 million (2021 - $nil) recognized in other expenses.
At December 31, 2022, the Company has provisionally priced sales that are exposed to commodity price changes. Based on the Company’s net exposure at December 31, 2022, a 10% change in the price of copper would have an impact of $0.8 million on pre-tax net income.
At December 31, 2022, the Company has provisionally priced sales that are exposed to commodity price changes. Based on the Company’s net exposure at December 31, 2022, a 10% change in the price of copper would have an impact of $0.8 million on pre-tax net income.
Ero Copper Corp. December 31, 2022 MD&A | Page 21
In January 2023, the Company entered into a copper contracts at zero-cost on 3,000 tonnes of copper per month for February through December of 2023. These copper derivative contracts establish a floor price at $3.50 per pound of copper and a cap price of $4.76 per pound on total hedged volumes of 33,000 tonnes of copper, representing approximately 75% of estimated full-year production volumes.
For a discussion of additional risks applicable to the Company and its business and operations, including risks related to the Company’s foreign operations, the environment and legal proceedings, see “Risk Factors” in the Company’s AIF.
OTHER FINANCIAL INFORMATION
Off-Balance Sheet Arrangements
As at December 31, 2022, the Company had no material off-balance sheet arrangements.
Outstanding Share Data
As of March 7, 2023, the Company had 92,260,300 common shares issued and outstanding.
ACCOUNTING POLICIES, JUDGMENTS AND ESTIMATES
Critical Accounting Judgments and Estimates
The preparation of consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions about future events that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Although these estimates are based on management’s best knowledge of the amount, events or actions, actual results may differ from these estimates.
The Company’s significant accounting policies and accounting estimates are contained in the Company’s consolidated financial statements for the year ended December 31, 2022. Certain of these policies, such as derivative instruments, deferred revenue, capitalization and depreciation of property, plant and equipment and mining interests, provision for rehabilitation and closure costs, and recovery of income taxes involve critical accounting estimates. Certain of these estimates are dependent on mineral reserves and resource estimates and require management of the Company to make subjective or complex judgments about matters that are inherently uncertain, and because of the likelihood that materially different amounts could be reported under different conditions or using different assumptions. Actual results may differ from these estimates.
Management continuously reviews its estimates, judgments and assumptions on an ongoing basis using the most current information available. Revisions to estimates are recognized prospectively.
Ero Copper Corp. December 31, 2022 MD&A | Page 22
Capital Expenditures
The following table presents capital expenditures at the Company’s operations.
| Actual | |||||||||||||||||||||||||||||
| 2022 | |||||||||||||||||||||||||||||
Caraíba Operations | |||||||||||||||||||||||||||||
| Growth | $ | 63,477 | |||||||||||||||||||||||||||
| Sustaining | 88,356 | ||||||||||||||||||||||||||||
| Exploration | 34,786 | ||||||||||||||||||||||||||||
| Deposit on Projects | 22,524 | ||||||||||||||||||||||||||||
Total, Caraíba Operations | $ | 209,143 | |||||||||||||||||||||||||||
Tucumã Project | |||||||||||||||||||||||||||||
| Growth | 47,382 | ||||||||||||||||||||||||||||
| Exploration | 6,108 | ||||||||||||||||||||||||||||
| Deposit on Projects | 5,938 | ||||||||||||||||||||||||||||
Total, Tucumã Project | $ | 59,428 | |||||||||||||||||||||||||||
Xavantina Operations | |||||||||||||||||||||||||||||
| Growth | 3,248 | ||||||||||||||||||||||||||||
| Sustaining | 14,487 | ||||||||||||||||||||||||||||
| Exploration | 13,038 | ||||||||||||||||||||||||||||
Total, Xavantina Operations | $ | 30,773 | |||||||||||||||||||||||||||
| Corporate and Other | |||||||||||||||||||||||||||||
| Exploration | 7,149 | ||||||||||||||||||||||||||||
| Deposit on Projects | 6 | ||||||||||||||||||||||||||||
| Total, Corporate and Other | $ | 7,155 | |||||||||||||||||||||||||||
| Consolidated | |||||||||||||||||||||||||||||
| Growth | $ | 114,107 | |||||||||||||||||||||||||||
| Sustaining | 102,843 | ||||||||||||||||||||||||||||
| Exploration | 61,081 | ||||||||||||||||||||||||||||
| Deposit on Projects | 28,468 | ||||||||||||||||||||||||||||
| Total, Consolidated | $ | 306,499 | |||||||||||||||||||||||||||
Ero Copper Corp. December 31, 2022 MD&A | Page 23
ALTERNATIVE PERFORMANCE (NON-IFRS) MEASURES
The Company utilizes certain alternative performance (non-IFRS) measures to monitor its performance, including C1 cash cost of copper produced (per lb), C1 cash cost of gold produced (per ounce), AISC of gold produced (per ounce), realized gold price (per ounce), EBITDA, adjusted EBITDA, adjusted net income attributable to owners of the Company, adjusted net income per share, net (cash) debt, working capital and available liquidity. These performance measures have no standardized meaning prescribed within generally accepted accounting principles under IFRS and, therefore, amounts presented may not be comparable to similar measures presented by other mining companies. These non-IFRS measures are intended to provide supplemental information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The tables below provide reconciliations of these non-IFRS measures to the most directly comparable IFRS measures as contained in the Company’s financial statements.
Unless otherwise noted, the non-IFRS measures presented below have been calculated on a consistent basis for the periods presented.
C1 Cash Cost of Copper Produced (per lb)
C1 cash cost of copper produced (per lb) is a non-IFRS performance measure used by the Company to manage and evaluate the operating performance of its copper mining segment and is calculated as C1 cash costs divided by total pounds of copper produced during the period. C1 cash costs includes total cost of production, transportation, treatment and refining charges, and certain tax credits relating to sales invoiced to the Company's Brazilian customer on sales, net of by-product credits and incentive payments. C1 cash cost of copper produced per pound is widely reported in the mining industry as benchmarks for performance but does not have a standardized meaning and is disclosed in supplement to IFRS measures.
The following table provides a reconciliation of C1 cash cost of copper produced per pound to cost of production, its most directly comparable IFRS measure.
| Reconciliation: | 2022 - Q4 | 2022 - Q3 | 2021 - Q4 | 2022 | 2021 | |||||||||||||||||||||||||||
Cost of production | $ | 40,067 | $ | 39,047 | $ | 30,016 | $ | 146,292 | $ | 96,975 | ||||||||||||||||||||||
Add (less): | ||||||||||||||||||||||||||||||||
| Transportation costs & other | 2,362 | 2,209 | 1,998 | 9,019 | 6,331 | |||||||||||||||||||||||||||
| Treatment, refining, and other | 4,949 | 4,198 | 2,645 | 15,086 | 4,093 | |||||||||||||||||||||||||||
| By-product credits | (6,103) | (4,929) | (6,250) | (22,282) | (22,983) | |||||||||||||||||||||||||||
| Incentive payments | (1,092) | (902) | (3,482) | (3,914) | (5,527) | |||||||||||||||||||||||||||
Net change in inventory(1) | (861) | (3,849) | 654 | (6,040) | (1,697) | |||||||||||||||||||||||||||
Foreign exchange translation and other | (47) | 212 | (293) | 373 | (97) | |||||||||||||||||||||||||||
| C1 cash costs | $ | 39,275 | $ | 35,986 | $ | 25,288 | $ | 138,534 | $ | 77,095 | ||||||||||||||||||||||
(1) Net change in inventory in the three months ended September 30, 2022 and the year ended December 31, 2022 included $6.1 million of copper concentrates acquired from one of the Company's customers to settle accounts receivables in arrears.
Ero Copper Corp. December 31, 2022 MD&A | Page 24
| 2022 - Q4 | 2022 - Q3 | 2021 - Q4 | 2022 | 2021 | ||||||||||||||||||||||||||||
| Costs | ||||||||||||||||||||||||||||||||
Mining | $ | 26,433 | $ | 23,594 | $ | 18,560 | $ | 94,086 | $ | 59,867 | ||||||||||||||||||||||
| Processing | 8,033 | 7,687 | 6,365 | 30,155 | 21,585 | |||||||||||||||||||||||||||
| Indirect | 5,963 | 5,436 | 3,968 | 21,489 | 14,533 | |||||||||||||||||||||||||||
| Production costs | 40,429 | 36,717 | 28,893 | 145,730 | 95,985 | |||||||||||||||||||||||||||
| By-product credits | (6,103) | (4,929) | (6,250) | (22,282) | (22,983) | |||||||||||||||||||||||||||
| Treatment, refining and other | 4,949 | 4,198 | 2,645 | 15,086 | 4,093 | |||||||||||||||||||||||||||
| C1 cash costs | $ | 39,275 | $ | 35,986 | $ | 25,288 | $ | 138,534 | $ | 77,095 | ||||||||||||||||||||||
| Costs per pound | ||||||||||||||||||||||||||||||||
| Payable copper produced (lb, 000) | 27,918 | 24,669 | 26,275 | 102,230 | 100,333 | |||||||||||||||||||||||||||
| Mining | $ | 0.95 | $ | 0.96 | $ | 0.71 | $ | 0.92 | $ | 0.60 | ||||||||||||||||||||||
| Processing | $ | 0.29 | $ | 0.31 | $ | 0.24 | $ | 0.29 | $ | 0.22 | ||||||||||||||||||||||
| Indirect | $ | 0.21 | $ | 0.22 | $ | 0.15 | $ | 0.21 | $ | 0.14 | ||||||||||||||||||||||
| By-product credits | $ | (0.22) | $ | (0.20) | $ | (0.24) | $ | (0.22) | $ | (0.23) | ||||||||||||||||||||||
| Treatment, refining and other | $ | 0.18 | $ | 0.17 | $ | 0.10 | $ | 0.16 | $ | 0.04 | ||||||||||||||||||||||
| C1 cash costs of copper produced (per lb) | $ | 1.41 | $ | 1.46 | $ | 0.96 | $ | 1.36 | $ | 0.77 | ||||||||||||||||||||||
C1 Cash Cost of Gold produced (per ounce) and AISC of Gold produced (per ounce)
C1 cash cost of gold produced (per ounce) is a non-IFRS performance measure used by the Company to manage and evaluate the operating performance of its gold mining segment and is calculated as C1 cash costs divided by total ounces of gold produced during the period. C1 cash cost includes total cost of production, net of by-product credits and incentive payments. C1 cash cost of gold produced per ounce is widely reported in the mining industry as benchmarks for performance but does not have a standardized meaning and is disclosed in supplemental to IFRS measures.
AISC of gold produced (per ounce) is an extension of C1 cash cost of gold produced (per ounce) discussed above and is also a key performance measure used by management to evaluate operating performance of its gold mining segment. AISC of gold produced (per ounce) is calculated as AISC divided by total ounces of gold produced during the period. AISC includes C1 cash costs, site general and administrative costs, accretion of mine closure and rehabilitation provision, sustaining capital expenditures, sustaining leases, and royalties and production taxes. AISC of gold produced (per ounce) is widely reported in the mining industry as benchmarks for performance but does not have a standardized meaning and is disclosed in supplement to IFRS measures.
The following table provides a reconciliation of C1 cash cost of gold produced per ounce and AISC of gold produced per ounce to cost of production, its most directly comparable IFRS measure.
Ero Copper Corp. December 31, 2022 MD&A | Page 25
Reconciliation: | 2022 - Q4 | 2022 - Q3 | 2021 - Q4 | 2022 | 2021 | |||||||||||||||||||||||||||
Cost of production | $ | 4,834 | $ | 7,317 | $ | 4,737 | $ | 24,768 | $ | 19,837 | ||||||||||||||||||||||
Add (less): | ||||||||||||||||||||||||||||||||
| Incentive payments | (167) | (177) | (150) | (1,117) | (788) | |||||||||||||||||||||||||||
| Net change in inventory | 258 | (1,031) | (16) | (119) | (27) | |||||||||||||||||||||||||||
| By-product credits | (199) | (145) | (128) | (613) | (586) | |||||||||||||||||||||||||||
Foreign exchange translation and other | 523 | (80) | 533 | 976 | 1,398 | |||||||||||||||||||||||||||
| C1 cash costs | $ | 5,249 | $ | 5,884 | $ | 4,976 | $ | 23,895 | $ | 19,834 | ||||||||||||||||||||||
| Site general and administrative | 1,196 | 1,011 | 699 | 3,648 | 1,976 | |||||||||||||||||||||||||||
| Accretion of mine closure and rehabilitation provision | 106 | 106 | 42 | 436 | 215 | |||||||||||||||||||||||||||
| Sustaining capital expenditure | 4,547 | 4,105 | 736 | 14,638 | 2,300 | |||||||||||||||||||||||||||
| Sustaining leases | 1,559 | 1,036 | 1,083 | 4,311 | 2,326 | |||||||||||||||||||||||||||
| Royalties and production taxes | 262 | 298 | 235 | 1,041 | 1,036 | |||||||||||||||||||||||||||
| AISC | $ | 12,919 | $ | 12,440 | $ | 7,771 | $ | 47,969 | $ | 27,687 | ||||||||||||||||||||||
Ero Copper Corp. December 31, 2022 MD&A | Page 26
| 2022 - Q4 | 2022 - Q3 | 2021 - Q4 | 2022 | 2021 | ||||||||||||||||||||||||||||
| Costs | ||||||||||||||||||||||||||||||||
Mining | $ | 2,311 | $ | 3,071 | $ | 2,403 | $ | 12,529 | $ | 9,394 | ||||||||||||||||||||||
| Processing | 2,067 | 1,867 | 1,843 | 7,917 | 7,465 | |||||||||||||||||||||||||||
| Indirect | 1,070 | 1,091 | 858 | 4,062 | 3,561 | |||||||||||||||||||||||||||
| Production costs | 5,448 | 6,029 | 5,104 | 24,508 | 20,420 | |||||||||||||||||||||||||||
| By-product credits | (199) | (145) | (128) | (613) | (586) | |||||||||||||||||||||||||||
| C1 cash costs | $ | 5,249 | $ | 5,884 | $ | 4,976 | $ | 23,895 | $ | 19,834 | ||||||||||||||||||||||
| Site general and administrative | 1,196 | 1,011 | 699 | 3,648 | 1,976 | |||||||||||||||||||||||||||
| Accretion of mine closure and rehabilitation provision | 106 | 106 | 42 | 436 | 215 | |||||||||||||||||||||||||||
| Sustaining capital expenditure | 4,547 | 4,105 | 736 | 14,638 | 2,300 | |||||||||||||||||||||||||||
| Sustaining leases | 1,559 | 1,036 | 1,083 | 4,311 | 2,326 | |||||||||||||||||||||||||||
| Royalties and production taxes | 262 | 298 | 235 | 1,041 | 1,036 | |||||||||||||||||||||||||||
| AISC | $ | 12,919 | $ | 12,440 | $ | 7,771 | $ | 47,969 | $ | 27,687 | ||||||||||||||||||||||
| Costs per ounce | ||||||||||||||||||||||||||||||||
| Payable gold produced (ounces) | 11,786 | 10,965 | 8,544 | 42,669 | 37,798 | |||||||||||||||||||||||||||
| Mining | $ | 196 | $ | 280 | $ | 281 | $ | 294 | $ | 249 | ||||||||||||||||||||||
| Processing | $ | 175 | $ | 170 | $ | 216 | $ | 186 | $ | 197 | ||||||||||||||||||||||
| Indirect | $ | 91 | $ | 99 | $ | 100 | $ | 95 | $ | 94 | ||||||||||||||||||||||
| By-product credits | $ | (17) | $ | (12) | $ | (15) | $ | (15) | $ | (15) | ||||||||||||||||||||||
| C1 cash costs of gold produced (per ounce) | $ | 445 | $ | 537 | $ | 582 | $ | 560 | $ | 525 | ||||||||||||||||||||||
| AISC of gold produced (per ounce) | $ | 1,096 | $ | 1,135 | $ | 910 | $ | 1,124 | $ | 732 | ||||||||||||||||||||||
Ero Copper Corp. December 31, 2022 MD&A | Page 27
Realized Gold Price (per ounce)
Realized Gold Price (per ounce) is a non-IFRS ratio that is calculated as gross gold revenue divided by ounces of gold sold during the period. Management believes measuring Realized Gold Price (per ounce) enables investors to better understand performance based on the realized gold sales in each reporting period. The following table provides a calculation of Realized Gold Price (per ounce) and a reconciliation to gold segment revenues, its most directly comparable IFRS measure.
| (in '000s except for ounces and price per ounce) | 2022 - Q4 | 2022 - Q3 | 2021 - Q4 | 2022 | 2021 | |||||||||||||||||||||||||||
NX Gold revenue | $ | 18,352 | $ | 22,172 | $ | 14,924 | $ | 74,988 | $ | 65,961 | ||||||||||||||||||||||
| less: by-product credits | (199) | (145) | (128) | (613) | (586) | |||||||||||||||||||||||||||
| Gold revenue, net | $ | 18,153 | $ | 22,027 | $ | 14,796 | $ | 74,375 | $ | 65,375 | ||||||||||||||||||||||
| add: smelting, refining, and other charges | 365 | 416 | 256 | 1,443 | 1,386 | |||||||||||||||||||||||||||
| Gold revenue, gross | $ | 18,518 | $ | 22,443 | $ | 15,052 | $ | 75,818 | $ | 66,761 | ||||||||||||||||||||||
| - spot (cash) | $ | 14,391 | $ | 16,572 | $ | 11,649 | $ | 57,416 | $ | 57,657 | ||||||||||||||||||||||
| - stream (cash) | $ | 785 | $ | 1,169 | $ | 682 | $ | 3,621 | $ | 1,825 | ||||||||||||||||||||||
| - stream (amortization of deferred revenue) | $ | 3,342 | $ | 4,702 | $ | 2,721 | $ | 14,781 | $ | 7,279 | ||||||||||||||||||||||
| Total gold ounces sold | 10,583 | 12,907 | 8,437 | 41,951 | 37,437 | |||||||||||||||||||||||||||
| - spot | 8,321 | 9,532 | 6,517 | 31,869 | 32,264 | |||||||||||||||||||||||||||
| - stream | 2,262 | 3,375 | 1,920 | 10,082 | 5,173 | |||||||||||||||||||||||||||
| Realized gold price (per ounce) | $ | 1,750 | $ | 1,739 | $ | 1,784 | $ | 1,807 | $ | 1,783 | ||||||||||||||||||||||
| - spot | $ | 1,729 | $ | 1,739 | $ | 1,787 | $ | 1,802 | $ | 1,787 | ||||||||||||||||||||||
| - stream (cash + amort. of deferred revenue) | $ | 1,824 | $ | 1,740 | $ | 1,772 | $ | 1,825 | $ | 1,760 | ||||||||||||||||||||||
| - cash (spot cash + stream cash) | $ | 1,434 | $ | 1,375 | $ | 1,462 | $ | 1,455 | $ | 1,589 | ||||||||||||||||||||||
Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and Adjusted EBITDA
EBITDA and adjusted EBITDA are non-IFRS performance measures used by management to evaluate its debt service capacity and performance of its operations. EBITDA represents earnings before finance expense, income taxes, depreciation and amortization. Adjusted EBITDA is EBITDA before the pre-tax effect of adjustments for non-cash and/or non-recurring items required in determination of EBITDA for covenant calculation purposes.
The following table provides a reconciliation of EBITDA and Adjusted EBITDA to net income, its most directly comparable IFRS measure.
Ero Copper Corp. December 31, 2022 MD&A | Page 28
Reconciliation: | 2022 - Q4 | 2022 - Q3 | 2021 - Q4 | 2022 | 2021 | |||||||||||||||||||||||||||
Net Income | $ | 22,472 | $ | 3,999 | $ | 60,212 | $ | 103,067 | $ | 202,632 | ||||||||||||||||||||||
Adjustments: | ||||||||||||||||||||||||||||||||
Finance expense | 12,290 | 7,283 | 2,296 | 33,223 | 12,159 | |||||||||||||||||||||||||||
Income tax expense | 7,540 | 1,887 | 4,528 | 23,316 | 34,288 | |||||||||||||||||||||||||||
Amortization and depreciation | 16,361 | 14,743 | 13,675 | 58,969 | 47,291 | |||||||||||||||||||||||||||
| EBITDA | $ | 58,663 | $ | 27,912 | $ | 80,711 | $ | 218,575 | $ | 296,370 | ||||||||||||||||||||||
Foreign exchange (gain) loss | (4,569) | 65 | 4,419 | (19,910) | 21,968 | |||||||||||||||||||||||||||
| Share based compensation | 4,123 | 4,151 | 981 | 7,931 | 7,848 | |||||||||||||||||||||||||||
| Incremental COVID-19 costs | — | — | 669 | 1,956 | 4,459 | |||||||||||||||||||||||||||
| NX Gold stream transaction fees | — | — | — | — | 1,219 | |||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 58,217 | $ | 32,128 | $ | 86,780 | $ | 208,552 | $ | 331,864 | ||||||||||||||||||||||
Adjusted net income attributable to owners of the Company and Adjusted net income per share attributable to owners of the Company
“Adjusted net income attributable to owners of the Company” is net income attributed to shareholders as reported, adjusted for certain types of transactions that, in management's judgment, are not indicative of our normal operating activities or do not necessarily occur on a recurring basis. “Adjusted net income per share attributable to owners of the Company” (“Adjusted EPS”) is calculated as "adjusted net income attributable to owners of the Company" divided by weighted average number of outstanding common shares in the period. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, the Company and certain investor and analysts use these supplemental non-IFRS performance measures to evaluate the normalized performance of the Company. The presentation of Adjusted EPS is not meant to substitute the net income (loss) per share attributable to owners of the Company (“EPS”) presented in accordance with IFRS, but rather it should be evaluated in conjunction with such IFRS measures.
The following table provides a reconciliation of Adjusted net income attributable to owners of the Company and Adjusted EPS to net income attributable to the owners of the Company, its most directly comparable IFRS measure.
Ero Copper Corp. December 31, 2022 MD&A | Page 29
Reconciliation: | 2022 - Q4 | 2022 - Q3 | 2021 - Q4 | 2022 | 2021 | |||||||||||||||||||||||||||
Net income as reported attributable to the owners of the Company | $ | 22,159 | $ | 3,745 | $ | 59,804 | $ | 101,831 | $ | 201,053 | ||||||||||||||||||||||
Adjustments: | ||||||||||||||||||||||||||||||||
| Share based compensation | 4,123 | 4,151 | 981 | 7,931 | 7,848 | |||||||||||||||||||||||||||
Unrealized foreign exchange (gain) loss on USD denominated balances in MCSA | (1,782) | 2,106 | 1,642 | 25 | 5,348 | |||||||||||||||||||||||||||
Unrealized foreign exchange gain on foreign exchange derivative contracts | (3,017) | (6,733) | (3,125) | (32,960) | (3,762) | |||||||||||||||||||||||||||
| Incremental COVID-19 costs | — | — | 664 | 1,944 | 4,434 | |||||||||||||||||||||||||||
NX Gold stream transaction fees | — | — | — | — | 1,219 | |||||||||||||||||||||||||||
Unrealized gain on interest rate derivative contracts | — | — | (714) | — | (1,270) | |||||||||||||||||||||||||||
| Tax effect on the above adjustments | 731 | 706 | 477 | 4,726 | 574 | |||||||||||||||||||||||||||
| Adjusted net income attributable to owners of the Company | $ | 22,214 | $ | 3,975 | $ | 59,729 | $ | 83,497 | $ | 215,444 | ||||||||||||||||||||||
| Weighted average number of common shares | ||||||||||||||||||||||||||||||||
| Basic | 91,522,358 | 90,845,229 | 89,637,768 | 90,789,925 | 88,602,367 | |||||||||||||||||||||||||||
| Diluted | 92,551,916 | 91,797,437 | 91,727,452 | 92,170,656 | 90,963,452 | |||||||||||||||||||||||||||
| Adjusted EPS | ||||||||||||||||||||||||||||||||
| Basic | $ | 0.24 | $ | 0.04 | $ | 0.67 | $ | 0.92 | $ | 2.43 | ||||||||||||||||||||||
| Diluted | $ | 0.24 | $ | 0.04 | $ | 0.65 | $ | 0.91 | $ | 2.37 | ||||||||||||||||||||||
Net (Cash) Debt
Net (cash) debt is a performance measure used by the Company to assess its financial position and ability to pay down its debt. Net (cash) debt is determined based on cash and cash equivalents, short-term investments, net of loans and borrowings as reported in the Company’s consolidated financial statements. The following table provides a calculation of net (cash) debt based on amounts presented in the Company’s consolidated financial statements as at the periods presented.
| December 31, 2022 | September 30, 2022 | December 31, 2021 | |||||||||||||||||||||
| Current portion of loans and borrowings | $ | 15,703 | $ | 9,049 | $ | 4,344 | |||||||||||||||||
| Long-term portion of loans and borrowings | 402,354 | 402,275 | 54,906 | ||||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Cash and cash equivalents | (177,702) | (210,244) | (130,129) | ||||||||||||||||||||
| Short-term investments | (139,700) | (149,554) | — | ||||||||||||||||||||
| Net debt (cash) | $ | 100,655 | $ | 51,526 | $ | (70,879) | |||||||||||||||||
Ero Copper Corp. December 31, 2022 MD&A | Page 30
Working Capital and Available Liquidity
Working capital is calculated as current assets less current liabilities as reported in the Company’s consolidated financial statements. The Company uses working capital as a measure of the Company’s short-term financial health and ability to meet its current obligations using its current assets. Available liquidity is calculated as the sum of cash and cash equivalents, short-term investments and the undrawn amount available on its revolving credit facilities. The Company uses this information to evaluate the liquid assets available. The following table provides a calculation for these based on amounts presented in the Company’s consolidated financial statements as at the periods presented.
| December 31, 2022 | September 30, 2022 | December 31, 2021 | |||||||||||||||||||||
| Current assets | $ | 392,427 | $ | 444,188 | $ | 208,686 | |||||||||||||||||
| Less: Current liabilities | (129,121) | (100,943) | (122,660) | ||||||||||||||||||||
Working capital | $ | 263,306 | $ | 343,245 | $ | 86,026 | |||||||||||||||||
| Cash and cash equivalents | 177,702 | 210,244 | 130,129 | ||||||||||||||||||||
| Short-term investments | 139,700 | 149,554 | — | ||||||||||||||||||||
Available undrawn revolving credit facilities(1) | 75,000 | 75,000 | 100,000 | ||||||||||||||||||||
| Available liquidity | $ | 392,402 | $ | 434,798 | $ | 230,129 | |||||||||||||||||
(1) In January 2023, the Company amended its Senior Credit Facility to increase its limit from $75.0 million to $150.0 million and extended the maturity from March 2025 to December 2026.
Disclosure Controls and Procedures and Internal Control over Financial Reporting
The Company’s management, with the participation of the CEO and CFO, is responsible for establishing and maintaining adequate disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”) using Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") as its internal control framework.
The Company’s DC&P are designed to provide reasonable assurance that material information related to the Company is identified and communicated on a timely basis.
The Company’s ICFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Any system of ICFR, no matter how well designed, has inherent limitations and cannot provide absolute assurance that all misstatements and instances of fraud, if any, within the Company have been prevented or detected. The Company’s ICFR is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
As required by National Instrument 52-109, Certification of Disclosure in Issuers' Annual and Interim Filings, the Company’s management, including the CEO and CFO, has evaluated the design and
Ero Copper Corp. December 31, 2022 MD&A | Page 31
operating effectiveness of the Company’s DC&P and ICFR and concluded that the Company’s DC&P and ICFR were effective as of December 31, 2022.
There were no changes in the Company’s DC&P and ICFR that materially affected, or are reasonably likely to materially affect, ICFR during the year ended December 31, 2022.
NOTE REGARDING SCIENTIFIC AND TECHNICAL INFORMATION
Unless otherwise indicated, scientific and technical information in this MD&A relating to Ero’s properties (“Technical Information”) is based on information contained in the following:
The report prepared in accordance with National Instrument 43-101, Standards of Disclosure for Mineral Projects (“NI 43-101”) and entitled “2022 Mineral Resources and Mineral Reserves of the Caraíba Operations, Curaçá Valley, Bahia, Brazil”, dated December 22, 2022 with an effective date of September 30, 2022, prepared by Porfirio Cabaleiro Rodrigues, FAIG, Bernardo Horta de Cerqueira Viana, FAIG, Fábio Valério Câmara Xavier, MAIG and Ednie Rafael Moreira de Carvalho Fernandes, MAIG all of GE21 Consultoria Mineral Ltda. (“GE21”), Dr. Beck Nader, FAIG of BNA Mining Solutions (“BNA”) and Alejandro Sepulveda, Registered Member (#0293) (Chilean Mining Commission) of NCL Ingeniería y Construcción SpA (“NCL”) (the “Caraíba Operations Technical Report”). Each a “qualified person” and “independent” of the Company within the meanings of NI 43-101.
The report prepared in accordance with NI 43-101 and entitled “Mineral Resource and Mineral Reserve Estimate of the NX Gold Mine, Nova Xavantina”, dated January 8, 2021 with an effective date of September 30, 2020, prepared by Porfirio Cabaleiro Rodrigues, FAIG, Leonardo de Moraes Soares, MAIG, Bernardo Horta de Cerqueira Viana, FAIG, and Paulo Roberto Bergmann, FAusIMM, each of GE21 and a “qualified person” and “independent” of the Company within the meanings of NI 43-101 (the “Xavantina Operations Technical Report”).
The report prepared in accordance with NI 43-101 and entitled “Boa Esperança Project NI 43-101 Technical Report on Feasibility Study Update”, dated November 12, 2021 with an effective date of August 31, 2021, prepared by Kevin Murray, P. Eng., Erin L. Patterson, P.E. and Scott C. Elfen, P.E. all of Ausenco Engineering Canada Inc. (or its affiliate Ausenco Engineering USA South Inc. in the case of Ms. Patterson), Carlos Guzmán, FAusIMM RM CMC of NCL and Emerson Ricardo Re, MSc, MBA, MAusIMM (CP) (No. 305892), Registered Member (No. 0138) (Chilean Mining Commission) and Resource Manager of the Company on the date of the report (now of HCM Consultoria Geologica Eireli (“HCM”)) (the “Tucumã Project Technical Report”). Each of Kevin Murray, P. Eng., Erin L. Patterson, P.E. and Scott C. Elfen, P.E., Carlos Guzmán, FAusIMM RM CMC and Emerson Ricardo Re, MAusIMM (CP), is a “qualified person” of the Company within the meanings of NI 43-101. Each of Kevin Murray, P. Eng., Erin L. Patterson, P.E. and Scott C. Elfen, P.E., and Carlos Guzmán, FAusIMM RM CMC are “independent” of the Company within the meaning of NI 43-101. Emerson Ricardo Re, MAusIMM (CP), as Resource Manager of the Company (on the date of the report and now of HCM), was not “independent” of the Company on the date of the report, within the meaning of NI 43-101.
Reference should be made to the full text of the Caraíba Operations Technical Report, the Xavantina Operations Technical Report and the Tucumã Project Technical Report, each of which is available for review on the Company's website at www.erocopper.com and under the Company’s profile on SEDAR at www.sedar.com, and EDGAR at www.sec.gov.
Ero Copper Corp. December 31, 2022 MD&A | Page 32
The disclosure of Technical Information in this MD&A has been reviewed and approved by Cid Gonçalves Monteiro Filho, SME RM (04317974), MAIG (No. 8444), MAusIMM (No. 3219148) and Resource Manager of the Company who is a “qualified person” within the meanings of NI 43-101.
Cautionary Note Regarding Forward-Looking Statements
This MD&A contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities legislation (collectively, “forward-looking statements”). Forward-looking statements include statements that use forward-looking terminology such as “may”, “could”, “would”, “will”, “should”, “intend”, “target”, “plan”, “expect”, “budget”, “estimate”, “forecast”, “schedule”, “anticipate”, “believe”, “continue”, “potential”, “view” or the negative or grammatical variation thereof or other variations thereof or comparable terminology. Forward-looking statements may include, but are not limited to, statements with respect to the Company’s production, operating cost and capital expenditure guidance, mineral reserve and mineral resource estimates; targeting additional mineral resources and expansion of deposits; capital and operating cost estimates and economic analyses (including cash flow projections), including those from the Caraíba Operations Technical Report, the Xavantina Operations Technical Report and the Tucumã Project Technical Report; the Company’s expectations, strategies and plans for the Caraíba Operations, the Xavantina Operations and the Tucumã Project, including the Company’s planned exploration, development, construction and production activities; the results of future exploration and drilling; estimated completion dates for certain milestones; successfully adding or upgrading mineral resources and successfully developing new deposits; the costs and timing of future exploration, development and construction including but not limited to the Deepening Extension Project at the Caraíba Operations and the Tucumã Project; the timing and amount of future production at the Caraíba Operations, the Xavantina Operations and the Tucumã Project; the timing, receipt and maintenance of necessary approvals, licenses and permits from applicable governments, regulators or third parties; the Company's expectations regarding planned capital expenditures for the Tucumã Project, the Deepening Extension Project and/or the Caraíba Mill expansion project falling within contingency levels; expectations regarding the Company's ability to manage risks related to future copper price fluctuations and volatility; future financial or operating performance and condition of the Company and its business, operations and properties, including expectations regarding liquidity, capital structure, competitive position and payment of dividends; expectations regarding future currency exchange rates; and any other statement that may predict, forecast, indicate or imply future plans, intentions, levels of activity, results, performance or achievements.
Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual results, actions, events, conditions, performance or achievements to materially differ from those expressed or implied by the forward-looking statements, including, without limitation, risks discussed in this MD&A and in the AIF under the heading “Risk Factors”. The risks discussed in this MD&A and in the AIF are not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Although the Company has attempted to identify important factors that could cause actual results, actions, events, conditions, performance or achievements to differ materially from those contained in forward-looking statements, there may be other factors that cause results, actions, events, conditions, performance or achievements to differ from those anticipated, estimated or intended.
Forward-looking statements are not a guarantee of future performance. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could
Ero Copper Corp. December 31, 2022 MD&A | Page 33
differ materially from those anticipated in such statements. Forward-looking statements involves statements about the future and are inherently uncertain, and the Company’s actual results, achievements or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to herein and in the AIF under the heading “Risk Factors”.
The Company’s forward-looking statements are based on the assumptions, beliefs, expectations and opinions of management on the date the statements are made, many of which may be difficult to predict and beyond the Company’s control. In connection with the forward-looking statements contained in this MD&A and in the AIF, the Company has made certain assumptions about, among other things: favourable equity and debt capital markets; the ability to raise any necessary additional capital on reasonable terms to advance the production, development and exploration of the Company’s properties and assets; future prices of copper, gold and other metal prices; the timing and results of exploration and drilling programs; the accuracy of any mineral reserve and mineral resource estimates; the geology of the Caraíba Operations, the Xavantina Operations and the Tucumã Project being as described in the respective technical report for each property; production costs; the accuracy of budgeted exploration, development and construction costs and expenditures; the price of other commodities such as fuel; future currency exchange rates and interest rates; operating conditions being favourable such that the Company is able to operate in a safe, efficient and effective manner; work force continuing to remain healthy in the face of prevailing epidemics, pandemics or other health risks (including COVID-19), political and regulatory stability; the receipt of governmental, regulatory and third party approvals, licenses and permits on favourable terms; obtaining required renewals for existing approvals, licenses and permits on favourable terms; requirements under applicable laws; sustained labour stability; stability in financial and capital goods markets; availability of equipment; positive relations with local groups and the Company’s ability to meet its obligations under its agreements with such groups; and satisfying the terms and conditions of the Company’s current loan arrangements. Although the Company believes that the assumptions inherent in forward-looking statements are reasonable as of the date of this MD&A, these assumptions are subject to significant business, social, economic, political, regulatory, competitive and other risks and uncertainties, contingencies and other factors that could cause actual actions, events, conditions, results, performance or achievements to be materially different from those projected in the forward-looking statements. The Company cautions that the foregoing list of assumptions is not exhaustive. Other events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward-looking statements contained in this MD&A.
Forward-looking statements contained herein are made as of the date of this MD&A and the Company disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or results or otherwise, except as and to the extent required by applicable securities laws.
Cautionary Notes Regarding Mineral Resource and Reserve Estimates
Unless otherwise indicated, all reserve and resource estimates included in this MD&A and the documents incorporated by reference herein have been prepared in accordance with Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) — CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (the “CIM Standards”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Canadian standards, including NI 43-101, differ significantly from the requirements
Ero Copper Corp. December 31, 2022 MD&A | Page 34
of the United States Securities and Exchange Commission (the “SEC”), and reserve and resource information included herein may not be comparable to similar information disclosed by U.S. companies. In particular, and without limiting the generality of the foregoing, this MD&A and the documents incorporated by reference herein use the terms “measured resources,” “indicated resources” and “inferred resources” as defined in accordance with NI 43-101 and the CIM Standards.
Further to recent amendments, mineral property disclosure requirements in the United States (the “U.S. Rules”) are governed by subpart 1300 of Regulation S-K of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) which differ from the CIM Standards. As a foreign private issuer that is eligible to file reports with the SEC pursuant to the multi-jurisdictional disclosure system (the “MJDS”), Ero is not required to provide disclosure on its mineral properties under the U.S. Rules and will continue to provide disclosure under NI 43-101 and the CIM Standards. If Ero ceases to be a foreign private issuer or loses its eligibility to file its annual report on Form 40-F pursuant to the MJDS, then Ero will be subject to the U.S. Rules, which differ from the requirements of NI 43-101 and the CIM Standards.
Pursuant to the new U.S. Rules, the SEC recognizes estimates of “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources.” In addition, the definitions of “proven mineral reserves” and “probable mineral reserves” under the U.S. Rules are now “substantially similar” to the corresponding standards under NI 43-101. Mineralization described using these terms has a greater amount of uncertainty as to its existence and feasibility than mineralization that has been characterized as reserves. Accordingly, U.S. investors are cautioned not to assume that any measured mineral resources, indicated mineral resources, or inferred mineral resources that Ero reports are or will be economically or legally mineable. Further, “inferred mineral resources” have a greater amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Under Canadian securities laws, estimates of “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies, except in rare cases. While the above terms under the U.S. Rules are “substantially similar” to the standards under NI 43-101 and CIM Standards, there are differences in the definitions under the U.S. Rules and CIM Standards. Accordingly, there is no assurance any mineral reserves or mineral resources that Ero may report as “proven mineral reserves”, “probable mineral reserves”, “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had Ero prepared the reserve or resource estimates under the standards adopted under the U.S. Rules.
ADDITIONAL INFORMATION
Additional information about Ero and its business activities, including the AIF, is available under the Company’s profile at www.sedar.com and www.sec.gov.
Ero Copper Corp. December 31, 2022 MD&A | Page 35
CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 2022 AND 2021
KPMG LLP Chartered Professional Accountants PO Box 10426 777 Dunsmuir Street Vancouver BC V7Y 1K3 Canada | Telephone Fax Internet | (604) 691-3000 (604) 691-3031 www.kpmg.ca | |||||||||
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Ero Copper Corp.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of Ero Copper Corp. (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive income, cash flow and changes in shareholders’ equity for the years then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and its financial performance and its cash flows for the years then ended, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 7, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a
| Ero Copper Corp. | ||||||||
| Page 2 | ||||||||
whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Assessment of recognition of uncertainties over income tax treatments in Brazil
As discussed in note 3(e) to the consolidated financial statements, uncertainties over income tax treatments are evaluated on the basis of whether it is probable that they will be accepted upon examination by the relevant taxing authorities in Brazil. These uncertainties impact the amount of income taxes recognized. As discussed in notes 2(d) and 26(d), the Company operates in Brazil where tax authorities may audit income tax treatments and the resolution of such audits may span multiple years. Tax law in Brazil is complex and often subject to changes and to varied interpretations; accordingly, the ultimate outcome with respect to income tax treatments may differ from the amounts recognized.
We identified the assessment of recognition of uncertainties over income tax treatments in Brazil as a critical audit matter. A high degree of subjective auditor judgment and specialized skills and knowledge was required in assessing the Company’s judgments and estimates relating to interpretation and application of income tax law that were used to determine these uncertain tax positions.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of an internal control related to the Company’s process to assess uncertain tax positions. We involved tax professionals with specialist skills and knowledge who assisted in evaluating the Company’s application of tax law and assessing its uncertain tax positions by inspecting internally and externally prepared documentation, including correspondence with the Brazilian tax authorities and third-party legal and tax advice received by the Company.
/s/ KPMG LLP
Chartered Professional Accountants
We have served as the Company’s auditor since 2017.
Vancouver, Canada
March 7, 2023
KPMG LLP Chartered Professional Accountants PO Box 10426 777 Dunsmuir Street Vancouver BC V7Y 1K3 Canada | Telephone Fax Internet | (604) 691-3000 (604) 691-3031 www.kpmg.ca | |||||||||
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Ero Copper Corp.
Opinion on Internal Control Over Financial Reporting
We have audited Ero Copper Corp.’s (the Company) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company has maintained effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive income, cash flow and changes in shareholders’ equity, for the years then ended, and the related notes (collectively, the consolidated financial statements), and our report dated March 7, 2023 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Discussion Analysis under the heading “Disclosure Controls and Procedures and Internal Control over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)
| Ero Copper Corp. | ||||||||
| Page 2 | ||||||||
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Chartered Professional Accountants
Vancouver, Canada
March 7, 2023
| Ero Copper Corp. | ||
| Table of Contents | ||
| CONSOLIDATED FINANCIAL STATEMENTS | |||||
Consolidated Statements of Financial Position | |||||
Consolidated Statements of Operations and Comprehensive Income | |||||
Consolidated Statements of Cash Flow | |||||
Consolidated Statements of Changes in Shareholders' Equity | |||||
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |||||
| General | |||||
| Note 1. Nature of Operations | |||||
| Note 2. Basis of Preparation | |||||
| Note 3. Significant Accounting Policies | |||||
| Note 4. Segment Disclosure | |||||
| Statements of Financial Position | |||||
| Note 5. Inventories | |||||
| Note 6. Other Current Assets | |||||
| Note 7. Mineral Property, Plant and Equipment | |||||
| Note 8. Exploration and Evaluation Assets | |||||
| Note 9. Deposits and Other Non-current Assets | |||||
| Note 10. Accounts Payable and Accrued Liabilities | |||||
| Note 11. Loans and Borrowings | |||||
| Note 12. Deferred Revenue | |||||
| Note 13. Provision for rehabilitation and closure costs | |||||
| Note 14. Other Non-current Liabilities | |||||
| Note 15. Share Capital | |||||
| Statements of Earnings | |||||
| Note 16. Revenue | |||||
| Note 17. Cost of Sales | |||||
| Note 18. General and Administrative Expenses | |||||
| Note 19. Finance Expense | |||||
| Note 20. Foreign Exchange Gain (Loss) | |||||
| Note 21. Income Taxes | |||||
| Other Items | |||||
| Note 22. Related Party Transactions | |||||
| Note 23. Financial Instruments | |||||
| Note 24. Capital Management | |||||
| Note 25. Supplemental Cash Flow Information | |||||
| Note 26. Contingencies | |||||
| Ero Copper Corp. | ||
Consolidated Statements of Financial Position | ||
| (Amounts in thousands of US Dollars) | ||
| Notes | December 31, 2022 | December 31, 2021 | |||||||||||||||
| ASSETS | |||||||||||||||||
| Current | |||||||||||||||||
| Cash and cash equivalents | $ | 177,702 | $ | 130,129 | |||||||||||||
| Short-term investments | 139,700 | — | |||||||||||||||
| Accounts receivable | 10,289 | 30,704 | |||||||||||||||
| Inventories | 5 | 30,955 | 26,019 | ||||||||||||||
| Other current assets | 6 | 33,781 | 21,834 | ||||||||||||||
| 392,427 | 208,686 | ||||||||||||||||
| Non-Current | |||||||||||||||||
| Mineral property, plant and equipment | 7 | 755,274 | 445,428 | ||||||||||||||
| Exploration and evaluation assets | 8 | 15,686 | 32,038 | ||||||||||||||
| Deferred income tax assets | 21 | — | 2,315 | ||||||||||||||
| Deposits and other non-current assets | 9 | 24,689 | 1,295 | ||||||||||||||
| 795,649 | 481,076 | ||||||||||||||||
| Total Assets | $ | 1,188,076 | $ | 689,762 | |||||||||||||
| LIABILITIES | |||||||||||||||||
| Current | |||||||||||||||||
| Accounts payable and accrued liabilities | 10 | $ | 84,603 | $ | 66,384 | ||||||||||||
| Current portion of loans and borrowings | 11 | 15,703 | 4,344 | ||||||||||||||
| Current portion of deferred revenue | 12 | 16,580 | 10,511 | ||||||||||||||
| Income taxes payable | 5,435 | 7,353 | |||||||||||||||
| Current portion of derivatives | 23 | 577 | 29,357 | ||||||||||||||
| Current portion of lease liabilities | 6,223 | 4,711 | |||||||||||||||
| 129,121 | 122,660 | ||||||||||||||||
| Non-Current | |||||||||||||||||
| Loans and borrowings | 11 | 402,354 | 54,906 | ||||||||||||||
| Deferred revenue | 12 | 69,476 | 83,711 | ||||||||||||||
| Provision for rehabilitation and closure costs | 13 | 22,172 | 19,037 | ||||||||||||||
| Deferred income tax liabilities | 21 | 6,229 | — | ||||||||||||||
| Lease liabilities | 4,740 | 2,399 | |||||||||||||||
| Other non-current liabilities | 14 | 11,819 | 11,559 | ||||||||||||||
| 516,790 | 171,612 | ||||||||||||||||
| Total Liabilities | 645,911 | 294,272 | |||||||||||||||
| SHAREHOLDERS’ EQUITY | |||||||||||||||||
| Share capital | 15 | 148,055 | 133,072 | ||||||||||||||
| Equity reserves | (66,189) | (94,910) | |||||||||||||||
| Retained earnings | 456,726 | 354,895 | |||||||||||||||
| Equity attributable to owners of the Company | 538,592 | 393,057 | |||||||||||||||
| Non-controlling interests | 3,573 | 2,433 | |||||||||||||||
| 542,165 | 395,490 | ||||||||||||||||
| Total Liabilities and Equity | $ | 1,188,076 | $ | 689,762 | |||||||||||||
Commitments (Notes 8 and 12); Contingencies (Note 26); Subsequent events (Notes 11 and 23) | ||||||||||||||||||||
| APPROVED ON BEHALF OF THE BOARD: | ||||||||||||||||||||
| "David Strang" | , CEO and Director | "Matthew Wubs" | , Director | |||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements Page 1
| Ero Copper Corp. | ||
Consolidated Statements of Operations and Comprehensive Income | ||
| (Amounts in thousands of US Dollars, except share and per share amounts) | ||
| Year ended December 31, | |||||||||||||||||||||||||||||
| Notes | 2022 | 2021 | |||||||||||||||||||||||||||
| Revenue | 16 | $ | 426,392 | $ | 489,915 | ||||||||||||||||||||||||
| Cost of sales | 17 | (239,217) | (171,057) | ||||||||||||||||||||||||||
Gross profit | 187,175 | 318,858 | |||||||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||||||||
| General and administrative | 18 | (49,459) | (38,846) | ||||||||||||||||||||||||||
| Share-based compensation | 15 (e) | (7,931) | (7,848) | ||||||||||||||||||||||||||
Income before the undernoted | 129,785 | 272,164 | |||||||||||||||||||||||||||
| Finance income | 10,295 | 2,991 | |||||||||||||||||||||||||||
| Finance expense | 19 | (33,223) | (12,159) | ||||||||||||||||||||||||||
Foreign exchange gain (loss) | 20 | 19,910 | (21,968) | ||||||||||||||||||||||||||
| NX Gold PMPA transaction fees | 12 | — | (1,219) | ||||||||||||||||||||||||||
Other expenses | (384) | (2,889) | |||||||||||||||||||||||||||
Income before income taxes | 126,383 | 236,920 | |||||||||||||||||||||||||||
Income tax expense | |||||||||||||||||||||||||||||
| Current | (15,043) | (22,428) | |||||||||||||||||||||||||||
| Deferred | (8,273) | (11,860) | |||||||||||||||||||||||||||
| 21 | (23,316) | (34,288) | |||||||||||||||||||||||||||
Net income for the year | $ | 103,067 | $ | 202,632 | |||||||||||||||||||||||||
Other comprehensive gain (loss) | |||||||||||||||||||||||||||||
Foreign currency translation gain (loss) | 29,897 | (24,252) | |||||||||||||||||||||||||||
Comprehensive income | $ | 132,964 | $ | 178,380 | |||||||||||||||||||||||||
Net income attributable to: | |||||||||||||||||||||||||||||
| Owners of the Company | 101,831 | 201,053 | |||||||||||||||||||||||||||
| Non-controlling interests | 1,236 | 1,579 | |||||||||||||||||||||||||||
| $ | 103,067 | $ | 202,632 | ||||||||||||||||||||||||||
Comprehensive income attributable to: | |||||||||||||||||||||||||||||
| Owners of the Company | 131,540 | 176,898 | |||||||||||||||||||||||||||
| Non-controlling interests | 1,424 | 1,482 | |||||||||||||||||||||||||||
| $ | 132,964 | $ | 178,380 | ||||||||||||||||||||||||||
Net income per share attributable to owners of the Company | |||||||||||||||||||||||||||||
| Basic | 15 (f) | $ | 1.12 | $ | 2.27 | ||||||||||||||||||||||||
| Diluted | 15 (f) | $ | 1.10 | $ | 2.21 | ||||||||||||||||||||||||
| Weighted average number of common shares outstanding | |||||||||||||||||||||||||||||
| Basic | 15 (f) | 90,789,925 | 88,602,367 | ||||||||||||||||||||||||||
| Diluted | 15 (f) | 92,170,656 | 90,963,452 | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements Page 2
| Ero Copper Corp. | ||
Consolidated Statements of Cash Flow | ||
| (Amounts in thousands of US Dollars) | ||
| Year ended December 31, | ||||||||||||||||||||||||||
| Notes | 2022 | 2021 | ||||||||||||||||||||||||
| Cash Flows from Operating Activities | ||||||||||||||||||||||||||
Net income for the year | $ | 103,067 | $ | 202,632 | ||||||||||||||||||||||
| Adjustments for: | ||||||||||||||||||||||||||
| Amortization and depreciation | 58,969 | 47,290 | ||||||||||||||||||||||||
Income tax expense | 23,316 | 34,288 | ||||||||||||||||||||||||
| Amortization of deferred revenue | 16 | (14,781) | (7,279) | |||||||||||||||||||||||
| Share-based compensation | 15 (e) | 7,931 | 7,848 | |||||||||||||||||||||||
| Finance income | (10,295) | (2,991) | ||||||||||||||||||||||||
| Finance expenses | 19 | 33,223 | 12,159 | |||||||||||||||||||||||
Foreign exchange (gain) loss | (23,095) | 20,277 | ||||||||||||||||||||||||
| Other | (490) | (1,164) | ||||||||||||||||||||||||
| Changes in non-cash working capital items | 25 | (18,029) | (15,098) | |||||||||||||||||||||||
| 159,816 | 297,962 | |||||||||||||||||||||||||
| Advance from NX Gold PMPA | 12 | 3,207 | 100,000 | |||||||||||||||||||||||
| Derivative contract settlements | 20 | (11,983) | (22,240) | |||||||||||||||||||||||
| Provision settlements | (2,238) | (2,039) | ||||||||||||||||||||||||
| Income taxes paid | (5,416) | (9,094) | ||||||||||||||||||||||||
| 143,386 | 364,589 | |||||||||||||||||||||||||
| Cash Flows used in Investing Activities | ||||||||||||||||||||||||||
| Additions to mineral property, plant and equipment | (282,775) | (169,159) | ||||||||||||||||||||||||
| Additions to exploration and evaluation assets | (13,044) | (12,672) | ||||||||||||||||||||||||
| Other investments, net of interest received | (129,987) | 2,305 | ||||||||||||||||||||||||
| (425,806) | (179,526) | |||||||||||||||||||||||||
| Cash Flows (used in) / from Financing Activities | ||||||||||||||||||||||||||
| Lease liability payments | (7,426) | (4,843) | ||||||||||||||||||||||||
| New loans and borrowings, net of finance costs | 401,495 | 5,471 | ||||||||||||||||||||||||
| Loans and borrowings repaid | (55,650) | (113,240) | ||||||||||||||||||||||||
| Interest paid on loans and borrowings | (15,383) | (4,164) | ||||||||||||||||||||||||
| Other finance expenses paid | (4,542) | (4,204) | ||||||||||||||||||||||||
| Proceeds from exercise of stock options and warrants | 8,805 | 5,550 | ||||||||||||||||||||||||
| 327,299 | (115,430) | |||||||||||||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | 2,694 | (2,012) | ||||||||||||||||||||||||
Net increase in cash and cash equivalents | 47,573 | 67,621 | ||||||||||||||||||||||||
Cash and cash equivalents - beginning of year | 130,129 | 62,508 | ||||||||||||||||||||||||
Cash and cash equivalents - end of year | $ | 177,702 | $ | 130,129 | ||||||||||||||||||||||
Supplemental cash flow information (note 25)
The accompanying notes are an integral part of these consolidated financial statements Page 3
| Ero Copper Corp. | ||
Consolidated Statements of Changes in Shareholders' Equity | ||
| (Amounts in thousands of US Dollars, except share and per share amounts) | ||
| Share Capital | Equity Reserves | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Notes | Number of shares | Amount | Contributed Surplus | Foreign Exchange | Retained Earnings | Total | Non-controlling interest | Total equity | |||||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2020 | 87,879,261 | $ | 126,152 | $ | 15,637 | $ | (82,928) | $ | 153,842 | $ | 212,703 | $ | 1,372 | $ | 214,075 | ||||||||||||||||||||||||||||||||||||||
Income for the year | — | — | — | — | 201,053 | 201,053 | 1,579 | 202,632 | |||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss for the year | — | — | — | (24,155) | — | (24,155) | (97) | (24,252) | |||||||||||||||||||||||||||||||||||||||||||||
Total comprehensive income (loss) for the year | — | — | — | (24,155) | 201,053 | 176,898 | 1,482 | 178,380 | |||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of options and warrants | 2,325,117 | 6,920 | (1,370) | — | — | 5,550 | — | 5,550 | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | 15 (e) | — | — | 7,295 | — | — | 7,295 | — | 7,295 | ||||||||||||||||||||||||||||||||||||||||||||
| Reclassified as cash-based equity awards | — | — | (9,389) | — | — | (9,389) | — | (9,389) | |||||||||||||||||||||||||||||||||||||||||||||
| Dividends to non-controlling interest | — | — | — | — | — | — | (421) | (421) | |||||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2021 | 90,204,378 | $ | 133,072 | $ | 12,173 | $ | (107,083) | $ | 354,895 | $ | 393,057 | $ | 2,433 | $ | 395,490 | ||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2021 | 90,204,378 | $ | 133,072 | $ | 12,173 | $ | (107,083) | $ | 354,895 | $ | 393,057 | $ | 2,433 | $ | 395,490 | ||||||||||||||||||||||||||||||||||||||
Income for the year | — | — | — | — | 101,831 | 101,831 | 1,236 | 103,067 | |||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income for the year | — | — | — | 29,709 | — | 29,709 | 188 | 29,897 | |||||||||||||||||||||||||||||||||||||||||||||
Total comprehensive income for the year | — | — | — | 29,709 | 101,831 | 131,540 | 1,424 | 132,964 | |||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of options | 1,812,558 | 12,618 | (3,813) | — | — | 8,805 | — | 8,805 | |||||||||||||||||||||||||||||||||||||||||||||
| Settlement of restricted share units | 37,099 | 529 | (861) | — | — | (332) | — | (332) | |||||||||||||||||||||||||||||||||||||||||||||
| Settlement of performance share units | 128,598 | 1,836 | — | — | — | 1,836 | — | 1,836 | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | 15 (e) | — | — | 3,686 | — | — | 3,686 | — | 3,686 | ||||||||||||||||||||||||||||||||||||||||||||
| Dividends to non-controlling interest | — | — | — | — | — | — | (284) | (284) | |||||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2022 | 92,182,633 | $ | 148,055 | $ | 11,185 | $ | (77,374) | $ | 456,726 | $ | 538,592 | $ | 3,573 | $ | 542,165 | ||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements Page 4
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
1. Nature of Operations
Ero Copper Corp. (“Ero" or the "Company") was incorporated on May 16, 2016 under the Business Corporations Act (British Columbia) and maintains its head office at Suite 1050, 625 Howe Street, Vancouver, BC, V6C 2T6. The Company’s shares are publicly traded on the Toronto Stock Exchange and the New York Stock Exchange under the symbol “ERO”.
The Company’s principal asset is its 99.6% ownership interest in Mineração Caraíba S.A. (“MCSA”). The Company also currently owns a 97.6% ownership interest in NX Gold S.A. (“NX Gold”) indirectly through its wholly-owned subsidiary, Ero Gold Corp. (“Ero Gold”).
MCSA is a Brazilian copper company which holds a 100% interest in the Caraíba Operations (formerly known as the MCSA Mining Complex) and the Tucumã Project (formerly known as the Boa Esperança Project). MCSA’s predominant activity is the production and sale of copper concentrate from the Caraíba Operations, located in Bahia, Brazil, with gold and silver produced and sold as by-products. The Tucumã Project is located within the municipality of Tucumã in the southeastern part of the state of Pará, Brazil. In February 2022, the Board of Directors of the Company approved the construction of the Tucumã Project.
NX Gold is a Brazilian gold mining company which holds a 100% interest in the Xavantina Operations (formerly known as the NX Gold Mine) and is focused on the production and sale of gold as its main product and silver as its by-product. The Xavantina Operations is located approximately 18 kilometers west of the town of Nova Xavantina, in southeastern Mato Grosso State, Brazil.
2. Basis of Preparation
(a) Statement of Compliance
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee.
These consolidated financial statements were authorized for issue by the Board of Directors of the Company (the “Board”) on March 7, 2023.
(b) Basis of Presentation and Principles of Consolidation
These consolidated financial statements have been prepared on a historical cost basis except for fair-value through-profit-or-loss and derivative financial instruments, which are measured at fair value.
These consolidated financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are entities controlled by the Company. Control over a subsidiary is defined to exist when the Company is exposed to variable returns from involvement with an investee and has the ability to affect the returns through power over the investee. All intercompany balances and transactions are eliminated upon consolidation.
Since the Company does not own 100% of its interests in MCSA and NX Gold, the interest attributable to non-controlling shareholders is reflected in non-controlling interests. Adjustments to non-controlling interests that do not involve the loss of control are accounted for as equity transactions and adjustments are based on a proportionate amount of the net assets of the subsidiary.
Certain comparative amounts have been reclassified to conform with the current year’s financial statement presentation. Such reclassifications were not considered material.
Notes to Financial Statements | Page 5
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
(c) Foreign Currency Translation
The functional currency and presentation currency of the Company is the US dollar. The monetary assets and liabilities of the Company that are denominated in foreign currencies are translated at the rate of exchange at the statement of financial position date while non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Exchange gains and losses arising on translation are included in profit or loss.
The functional currency of MCSA and NX Gold is the Brazilian Real (“BRL”). The assets and liabilities of MCSA and NX Gold are translated into the US dollar presentation currency using the rate of exchange at the statement of financial position date while revenues and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Exchange gains and losses arising on translation are included in a separate component of shareholders’ equity.
(d) Use of Estimates and Judgments
In preparing these financial statements, management has made judgments, estimates and assumptions that affect the application of the Company’s accounting policies and the reported amounts of the assets, liabilities, revenues and expenses.
The estimates and assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively.
Critical Judgments
Functional currency
The functional currency of the Company and each of its subsidiaries is the currency of the primary economic environment in which the entities operate. The Company has determined that the functional currency for the Company is the US dollar while the functional currency for MCSA and NX Gold is the BRL. Assessment of functional currency involves certain judgments to determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions which determined the primary economic environment.
Legal claims and contingent liabilities
The recognition of legal provisions and contingent liabilities involves the assessment of claims made against the Company and each of its subsidiaries. The recognition of a legal provision, or disclosure of a contingent liability, involves certain judgments to determine the probability of whether a cash outflow will occur. In making this judgment, management has assessed various criteria and also relies on the opinions of its legal advisers to assist in making this assessment.
Key Sources of Estimation Uncertainty
The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates and such differences could be significant. Significant estimates made by management affecting the consolidated financial statements include:
Notes to Financial Statements | Page 6
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
Derivative instruments
The fair value of derivative instruments is determined using either present value techniques or option pricing models that utilize a variety of inputs that are a combination of quoted prices and market-corroborated inputs, including assumptions for forward interest and foreign exchange rates, volatilities and discount rates. The fair value of the Company’s derivative contracts includes an adjustment for credit risk for either the Company or the counter party as applicable. Changes in the assumptions for inputs into the models affect the fair value of the derivatives recognized in the statement of financial position as well as the unrealized gains or losses recognized in net income.
Mineral reserve and resource estimates including life of mine plan
The Company estimates its mineral reserves and resources based on information compiled by competent individuals. Mineral reserves are used in the calculation of depreciation, impairment assessments, for forecasting the timing of payment of mine closure and rehabilitation costs, as well as amortization of deferred revenues.
There are numerous uncertainties inherent in estimating mineral reserves, and assumptions that are valid at the time of estimation may change significantly when new information becomes available. Changes in the estimation methodology, forecasted prices of commodities, exchange rates, production costs or recovery rates may change the economic status of mineral reserves and may, ultimately, result in changes in the mineral reserves.
The carrying amounts of the Company’s mineral property, plant and equipment are depleted in part based on recoverable mineral reserve tonnes processed, depending on the use of the asset. Changes to estimates of recoverable quantities of metals, mineral reserve tonnes and depletable costs, including changes resulting from revisions to the Company’s mine plans and changes in metals prices forecasts, can result in a change to future depreciation and depletion rates, amortization of deferred revenue, and may also result in impairment charges of non-current assets.
Mine closure and reclamation costs
Significant estimates and assumptions are made in determining the provision for mine closure and reclamation costs as there are numerous factors that will affect the ultimate liability payable. These factors include estimation of the extent and cost of rehabilitation activities, timing of future cash flows, discount rates, inflation rate, and regulatory requirements.
Changes in the above factors can result in a change to the provision recognized by the Company. Changes to mine closure and rehabilitation costs are recorded with a corresponding change to the carrying amounts of related mineral property, plant and equipment. Adjustments to the carrying amounts of related mineral property, plant and equipment can result in a change to future depreciation and depletion expense.
Income taxes
The determination of the Company’s tax expense for the period and deferred tax assets and liabilities involves significant estimation and judgment by management. In determining these amounts, management interprets tax legislation in a variety of jurisdictions and makes estimates of the expected timing of the reversal of deferred tax assets and liabilities. Management also makes estimates of future earnings, which affect the extent to which potential future tax benefits may be used. The Company is subject to assessments by various taxation authorities, which may interpret legislation differently. These differences may affect the final amount or the timing of the payment of taxes. The Company provides for such differences where known based on management’s best estimate of the probable outcome of these matters.
Notes to Financial Statements | Page 7
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
The Company operates in Brazil where tax authorities may audit income tax treatments and the resolution of such audits may span multiple years. Tax law in Brazil is complex and often subject to changes and to varied interpretations; accordingly, the ultimate outcome with respect to income tax treatments may differ from the amounts recognized. The Company’s assessment of whether it is probable that uncertain income tax treatments will be accepted by tax authorities in Brazil is a significant management judgment.
Deferred Revenue
Judgment and estimates were required in determining the accounting for the precious metal purchase agreement with RGLD Gold AG, a subsidiary of Royal Gold Inc. (collectively "Royal Gold"), which is accounted for as deferred revenue in accordance with IFRS 15 Revenue from Contracts with Customers (“IFRS 15”). As the Company’s obligation under the precious metal purchase agreement will be satisfied through deliveries of a non-financial item (i.e. deliveries of gold ounces), rather than cash or other financial assets, it was determined to be entered into and continued to be held for the purpose of the delivery of a non-financial item in accordance with the Company’s expected sale or usage requirements and thus not within the scope of IFRS 9 Financial Instruments (“own use exemption”). The determination of whether the own use exemption applies requires management’s judgements.
Each period management estimates the cumulative amount of the deferred revenue obligation that has been satisfied and, therefore, recognized as revenue. Key inputs into the estimate of the amount of deferred revenue that should be recognized include the following:
a.Future gold prices were used at inception of the contract to estimate the expected total consideration to be received under the contract including variable consideration and is used as the stand alone selling price to allocate the consideration to each ounce of gold to be delivered to Royal Gold, and
b.Expected life of mine gold production and the timing thereof, which is estimated based on the approved life of mine for the NX Gold mine and the portion of mineral resources anticipated to be converted to mineral reserves
(e) Future Changes in Accounting Policies Not Yet Effective as of December 31, 2022
The following amendments to accounting standards have been issued but not yet adopted in the financial statements:
•In September 2019, the IASB issued first phase amendments IFRS 9 Financial Instruments, IAS 39 Financial Instruments: Recognition and Hedging, and IFRS 7 Financial Instrument Disclosures to address the financial reporting impact of the reform on interest rate benchmarks, including the replacement of some interbank offered rates (“LIBOR”) with alternative benchmark rates.
In January 2023, the Company amended its existing senior secured revolving credit facility (the "Amended Senior Credit Facility") to increase the aggregate commitments from $75 million to $150 million and extend the maturity from March 2025 to December 2026. The Amended Senior Credit Facility will bear interest on a sliding scale of Secured Overnight Financing Rate ("SOFR") plus an applicable margin of 2.00% to 4.00%, compared to LIBOR plus 2.25% to 4.25% previously. The switch to SOFR does not have a significant impact on the consolidated financial statements.
•In May 2021, the IASB issued Deferred Tax related to Assets and Liabilities Arising from a Single Transaction which amended IAS 12, Income Taxes ("IAS 12"). The amendments narrowed the scope of the recognition exemption in IAS 12, relating to the recognition of deferred tax assets and liabilities, so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences such as leases and reclamation and closure cost provisions. The amendments are effective for annual reporting periods beginning on or after
Notes to Financial Statements | Page 8
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
January 1, 2023 to transactions that occur on or after the beginning of the earliest comparative period presented. Earlier application is permitted. The Company does not expect the adoption of this amendment to have a material impact on its consolidated financial statements.
•In October 2022, the IASB published amendments to IAS 1 Presentation of Financial Statements to clarify whether, in the statement of financial position, debt and other liabilities with an uncertain settlement date should be classified as current or non-current (based on a substantive right to defer settlement). This amendment is in effect January 1, 2024 with early adoption permitted. The Company has not yet determined the effect of adoption of this amendment on its consolidated financial statements.
3. Significant Accounting Policies
(a)Revenue
Revenue relating to the sale of metals is recognized at the point the customer obtains control of the product and when the Company has satisfied its performance obligations. Control is transferred when title has passed to the purchaser, the product is physically delivered to the customer, the customer controls the risks and rewards of ownership and the Company has a present right to payment for the product, which is generally when the concentrate or doré is delivered to a location designated by the customer, or when gold credits are transferred to the customer. Revenue from the sale of metals is recognized on a net basis, after metal deductions, smelting, refining and other charges.
The sales amount is typically based on quoted market and contractual prices which are fixed at the time the shipment is received at the customers’ premises. In certain circumstances the sales price of metals in concentrate may be determined in a period subsequent to the date of sale (provisionally priced sales) based on the terms of specific copper concentrate contracts. Provisionally priced sales are recognized based on an estimate of metal contained using forward market prices corresponding with the expected date that final sales prices will be fixed. The period between provisional pricing and final settlement can be up to one month. The settlement receivable is recorded at fair value each reporting period by reference to forward market prices until the date of final pricing, with the changes in fair value recorded as an adjustment to revenue.
In August 2021, the Company received an upfront cash deposit in connection with a precious metal purchase agreement with Royal Gold, which is accounted for as deferred revenue in accordance with IFRS 15. Deferred revenue consists of payments received by the Company in consideration for future commitments to deliver an amount of gold equivalent to a percentage of the gold produced from its NX Gold operations. As gold deliveries are made, the Company recognizes a portion of the deferred revenue as revenue, calculated on a per unit basis using the total number of gold ounces expected to be delivered over the life of the mine. The current portion of deferred revenue is based on deliveries anticipated over the next twelve months.
Interest expense on deferred revenue is recognized in finance costs as there is a significant financing component related to the precious metal purchase agreement, resulting from a difference in the timing of the upfront consideration received and delivery of the gold. The interest rate is determined based on the rate implicit in the precious metal purchase agreement at the date of inception.
Revenue to be recognized from the initial consideration received from the precious metal purchase agreement is considered variable, subject to changes in the total gold ounces to be delivered. Changes to variable consideration are reflected in revenue in profit or loss. The additional consideration to be received under the precious metal purchase agreement is considered variable, subject to changes in the total
Notes to Financial Statements | Page 9
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
estimated gold ounces to be delivered and gold prices. Changes to variable consideration are accounted for prospectively as a cumulative catch-up and are recorded in revenue in profit or loss.
(b)Tax Incentives
The Company receives certain tax incentives in Brazil. These tax incentives are recognized in profit or loss in the period the incentives are received or receivable and recorded against the expenditure that they are intended to compensate.
(c)Finance Income and Finance Expense
Finance income includes interest on cash and cash equivalents, restricted cash and financial investments, and gains related to changes in the fair value of financial assets measured at fair value through profit or loss. Interest income is recognized as it accrues in profit or loss, using the effective interest method.
Finance expense comprises of interest expense on loans and borrowings, accretion expense on provisions, leases and deferred revenue, commitment fees and losses related to changes in the fair value of financial assets measured at fair value through profit or loss and expected credit losses. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in profit or loss using the effective interest method.
(d)Employee Benefits
Short-term employee benefit obligations are recognized as personnel expenses as the corresponding service is provided. Liabilities are recognized at the amount that is expected to be paid if the Company has a present legal or constructive obligation to pay that amount based on past services rendered by the employee, and the obligation can be estimated reliably. There are no long-term employee benefit plans.
(e)Taxation
Income tax expense comprises current and deferred tax. Current income tax is the expected tax payable or receivable on the taxable income or loss for the year using tax rates enacted or substantively enacted at the reporting date.
Deferred income tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred income tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the tax laws that have been enacted or substantively enacted at the reporting date. Deferred income tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity. Deferred income tax is not recognized for the initial recognition of assets or liabilities in a transaction that is not a business combination and that effects neither accounting nor taxable income or loss, differences related to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future and taxable differences arising from the initial recognition of goodwill.
A deferred income tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred income tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
Uncertainties over income tax treatments are evaluated on the basis of whether it is probable that they will be accepted upon examination by the relevant taxing authorities including Brazil. These uncertainties impact the amount of income taxes recognized. If it is determined that an uncertain income tax treatment is not
Notes to Financial Statements | Page 10
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
probable of being accepted, the effect of the uncertain income tax treatment is reflected in the determination of income taxes based the most likely amount or, if there are a wide range of possible outcomes, the expected value.
(f)Inventories
Inventories are measured at the lower of cost and net realizable value. The cost of consumable inventory is determined on a weighted average acquisition cost basis. Cost of stockpile inventory, products in progress and finished goods is determined based on a weighted average production cost basis and includes the cost of mining and processing ore including direct labour and materials; depreciation and amortization; and an appropriate share of production overheads based on normal operating capacity.
Net realizable value of stockpile inventory, products in progress and finished goods is the estimated selling price in the ordinary course of business, less estimated completion costs and selling expenses. Write-downs of inventories to net realizable value are included in the cost of sales in the period of the write-down. A write-down of inventories is reversed in a subsequent period if there is a subsequent increase in the net realizable value of the related inventories.
Provisions for low turnover or obsolete supplies and consumables inventory are established by management as deemed necessary and is included in cost of sales.
(g)Mineral Property, Plant and Equipment
Mineral property, plant and equipment is measured at acquisition or construction cost, including capitalized borrowing costs, less accumulated depreciation and accumulated impairment losses.
(i)Acquisition and disposal
The cost of mineral property, plant and equipment include expenditures directly attributable to an asset’s acquisition. The cost of assets constructed by Company includes the cost of materials and direct labor, any other costs to bring the asset in the place and conditions required to be operated in the manner intended by management, costs of disassembly and restoration of the site and borrowing costs on qualifying assets.
When parts of mineral property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of mineral property, plant and equipment.
Gains and losses on disposal of mineral property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of equipment and are recognized net within other income.
(ii)Subsequent costs
The cost of replacing plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the item will flow to the Company and its cost can be measured reliably. The carrying amount of the replaced item is derecognized. The maintenance service costs of equipment are included in profit or loss.
Notes to Financial Statements | Page 11
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
(iii)Development and construction-in-progress
When economically viable mineral reserves have been determined and the decision to proceed with development has been approved, exploration and evaluation assets are first assessed for impairment, then reclassified to construction-in-progress or mineral properties. The expenditures related to development and construction are capitalized as construction-in-progress and are included within mineral property, plant and equipment. Construction-in-progress includes the purchase price and any costs directly attributable to bringing the asset to the location and condition necessary for its intended use including advances on long-lead items. Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset that takes a substantial period of time to get ready for its intended use are capitalized as part of construction-in-progress until the asset is substantially ready for its intended use. Construction-in-progress is not depreciated.
Once an asset is available for use, construction-in-progress costs are reclassified to mineral properties or plant and equipment.
Pre-production costs of removing overburden to access ore in the open pit mines and developing access headings in the underground mines are capitalized as pre-production stripping or development costs respectively and are included within mineral property, plant and equipment.
(iv)Mineral properties
Mineral properties consist of the cost of acquiring and developing mineral properties. Once in production, mineral properties are amortized on a units-of-production basis over the component of the ore body to which they relate.
(v)Stripping costs and development in the production phase
Where open pit production stripping or underground development activities do not result in inventory produced, but does provide improved access to the ore body, the costs are classified as mineral properties when these activities meet all of the following criteria: (1) it is probable that the future economic benefit associated with the activity will flow to the Company; (2) the Company can estimate the mineral reserve of the ore body for which access has been improved; and (3) the costs relating to the activity associated with that mineral reserve can be measured reliably.
For underground mines, costs incurred to access a mineral reserve of the ore body are capitalized to mineral properties or construction-in-progress and are depreciated on a units-of-production basis over the expected useful life of the identified mineral reserve of the ore body to which access has been improved as a result of the development activity. For open pit mines, stripping costs above average life of mine strip ratio (waste/ore) are capitalized to mineral properties or construction-in-progress and are depreciated over the related mineral reserves accessed by the stripping activity.
(vi)Mine closure and rehabilitation costs
The Company’s provision for mine closure and rehabilitation liabilities represents management’s best estimate of the present value of the future cash outflows required to settle estimated reclamation and closure costs at the end of a mine’s life. The provision reflects estimates of future costs, inflation, movements in foreign exchange rates and assumptions of risks associated with the future cash outflows, and the applicable risk-free interest rates for discounting the future cash outflows. Changes in the above factors can result in a change to the provision recognized by the Company.
Notes to Financial Statements | Page 12
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
(vii)Depreciation
Items of mineral properties, plant and equipment are depreciated based on the estimated economic useful life of each component as follows:
| Buildings | Lessor of life of mine or up to 25 years | ||||
| Mining equipment | 4 years | ||||
| Mobile equipment & other assets | 5 years | ||||
| Mineral properties | Units of production | ||||
| Mine closure and rehabilitation costs | Units of production or period until remediation | ||||
| Right of use assets | Shorter of the term of lease and life of asset | ||||
The depletion of mineral properties and mine closure and rehabilitation costs is determined based on the ratio of tonnes of copper/kg of gold contained in the ore mined and total proven and probable mineral reserve tonnes of contained copper/kg of contained gold.
Depreciation methods, useful lives and residual values are reviewed at each financial year end and adjusted if appropriate.
(h)Exploration and Evaluation Assets
Exploration and evaluation costs relate to the initial search for a mineral deposit, the cost of acquisition of a mineral property interest or exploration rights and the subsequent evaluation to determine the economic potential of the mineral deposit. The exploration and evaluation stage commences when the Company obtains the legal right or license to begin exploration. Once the legal rights or license is obtained, exploration and evaluation expenses are capitalized as exploration and evaluation assets. Costs incurred prior to the Company obtaining the legal rights are expensed.
When the exploration and evaluation of a mineral property indicates that development of the mineral property is technically and commercially feasible, the future economic benefits are probable, and the Company has the intention and sufficient resources to complete the development and use or sell the asset, the related costs are transferred from exploration and evaluation assets to mineral property, plant and equipment.
Management reviews the carrying value of capitalized exploration costs for indicators that the carrying value is impaired at least annually and when facts and circumstances suggest that the carrying amount may exceed the recoverable amount. The review is based on the Company’s intentions for further exploration and development of the undeveloped property, results of drilling, commodity prices and other economic and geological factors. Subsequent recovery of the resulting carrying value depends on successful development or sale of the undeveloped project. If a property does not prove viable, all non-recoverable costs associated with the project, net of any previous impairment provisions, are written off.
(i)Financial Instruments
Non-derivative financial assets
The Company classifies its financial assets in the following categories: at fair value through profit or loss (“FVTPL”), at fair value through other comprehensive income (“FVTOCI”) or at amortized cost. The classification depends on the purpose for which the financial assets were acquired. Management
Notes to Financial Statements | Page 13
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
determines the classification of its financial assets at initial recognition. Measurement and classification of financial assets is dependent on the Company’s business model for managing the financial assets and the contractual cash flow characteristics of the financial asset. Financial assets are derecognized when they mature or are sold, and substantially all the risks and rewards of ownership have been transferred.
Fair values
A number of the Company’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.
When measuring the fair value of an asset or liability, the Company uses observable market data, as much as possible. Fair values are classified into different levels in a hierarchy based on the inputs used in the valuation techniques, as follows:
•Level 1: quoted prices (without adjustments) in active markets for identical assets or liabilities.
•Level 2: inputs other than Level 1 quoted prices, that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
•Level 3: inputs, for assets or liabilities, that are not based on observable market information (non-observable inputs).
The Company recognizes transfers between levels of the hierarchy of fair value at the end of the reporting period during which the change occurred.
When applicable, additional information on the assumptions used in the fair value calculations are disclosed in the specific notes of the corresponding asset or liability.
Financial assets at FVTPL
Financial assets carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the income statement. Realized and unrealized gains and losses arising from changes in the fair value of the financial asset held at FVTPL are included in profit or loss in the period in which they arise. Derivatives are also categorized as FVTPL unless they are designated as hedges.
Financial assets at FVTOCI
Investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income. Gains or losses on financial assets classified as FVTOCI remain within accumulated other comprehensive income following the derecognition of the investment.
Financial assets at amortized cost
Financial assets at amortized cost are initially recognized at fair value and subsequently carried at amortized cost less any impairment. They are classified as current assets or non-current assets based on their maturity date. Gains and losses on derecognition of financial assets classified amortized cost are recognized in profit or loss.
Notes to Financial Statements | Page 14
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
Financial liabilities
Financial liabilities, other than derivative instruments, are recognized initially at fair value, net of transaction costs incurred, and are subsequently measured at amortized cost. Any difference between the amounts originally received, net of transaction costs, and the redemption value is recognized in profit and loss over the period to maturity using the effective interest method.
Derivative instruments
Derivative instruments, including embedded derivatives in executory contracts or financial liability contracts, are classified as at FVTPL and, accordingly, are recorded in the statement of financial position at fair value. Unrealized gains and losses on derivatives not designated in a hedging relationship are recorded as part of the revenue or expense item to which the derivative relates, depending on the nature of the derivative. Fair values for derivative instruments are determined using inputs based on market conditions existing at the balance sheet date or settlement date of the derivative. Derivatives embedded in non-derivative contracts are recognized separately unless they are closely related to the host contract.
Compound instruments
Equity components of compound instruments, such as convertible debt, are separated from the debt host contract using the residual method. The Company determines the fair value of the debt component by discounting the expected principal and interest payments using an appropriate discount rate reflective of debt instruments with similar risks but without the equity component. The difference between the proceeds received and the amount assigned to the debt component is allocated to the equity component.
Classification and measurement
The Company has assessed the classification and measurement of its financial assets and financial liabilities under IFRS 9 in the following table:
| Measurement Category | |||||
| Financial Assets | |||||
| Cash and cash equivalents | Amortized Cost | ||||
| Short-term investments | Amortized Cost | ||||
| Trade receivables related to provisional priced sales | Fair value through profit or loss | ||||
| Derivatives | Fair value through profit or loss | ||||
| Notes and other receivables | Amortized Cost | ||||
| Deposits | Amortized Cost | ||||
| Financial Liabilities | |||||
| Trade payables | Amortized Cost | ||||
| Loans and borrowings | Amortized Cost | ||||
| Derivatives | Fair value through profit or loss | ||||
Notes to Financial Statements | Page 15
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
Cash and cash equivalents
Cash is comprised of cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in fair value.
Short-term investments
Short-term investments are investments with original maturities of less than one year that are readily convertible into cash. Short-term investments are not subject to significant risk of change in fair value.
Trade receivables
Trade receivables relate to amounts receivable from sales with fixed or determinable payments that are not quoted in an active market. These receivables are non-interest bearing and are recognized at face amount, except when fair value is materially different, and are subsequently measured at amortized cost. Trade receivables recorded are net of lifetime expected credit losses.
(j)Impairment
i)Financial assets
The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the loss allowance for the financial asset is measured at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the loss allowance is measured for the financial asset at an amount equal to twelve months’ expected credit losses. For trade receivables the Company applies the simplified approach to providing for expected credit losses, which allows the use of a lifetime expected loss provision. Impairment losses on financial assets carried at amortized cost are reversed in subsequent periods if the amount of the loss decreases and the decrease can be objectively related to an event occurring after the impairment was recognized. The expected lifetime credit loss provision for trade receivables is based on historical counterparty default rates and adjusted for relevant forward-looking information, when required. As at December 31, 2022, the Company has recognized a $3.3 million provision (note 23) for expected credit losses in relation to trade receivables from one of its six significant customers.
ii)Non-Financial assets
At each reporting date, the carrying amounts of the Company’s mineral property, plant and equipment and exploration and evaluation assets are reviewed to determine whether there is any indication that those assets are impaired. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use, which is the present value of future cash flows expected to be derived from the asset or its related cash generating unit. For purposes of impairment testing, assets are grouped at the lowest levels that generate cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”).
If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the associated assets are reduced to their recoverable amount and the impairment loss is recognized in the profit or loss for the period.
Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment charge is reversed through profit or loss only to
Notes to Financial Statements | Page 16
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of any applicable depreciation, if no impairment loss had been recognized.
(k)Provisions
i)Mine closure and rehabilitation provision
The Company records the present value of estimated costs of legal and constructive obligations related to mine closure and rehabilitation in the period in which the obligation occurs. Mine closure and rehabilitation activities include facility decommissioning and dismantling; removal and treatment of waste materials; site and land rehabilitation, including compliance with and monitoring of environmental regulations; and related costs required to perform this work and/or operate equipment designed to reduce or eliminate environmental effects. The provision is adjusted each period for new disturbances, and changes in regulatory requirements, the estimated amount of future cash flows required to discharge the obligation, the timing of such cash flows and the pre-tax discount rate specific to the liability. The unwinding of the discount is recognized in profit or loss as a finance expense.
When the provision is initially recognized, the corresponding cost is included in the carrying amount of the related asset and is amortized to profit or loss on a unit-of-production basis.
ii)Other provisions
Other provisions are recognized, based on a past event, when the Company has a legal or constructive obligation that can be estimated reliably, and it is probable that an economic mineral resource will be required to settle the obligation. Provisions are measured by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and specific risks for the liability. The discount is unwound over the period over which the cash flows are expected to be incurred with the related expense included in finance expense.
(l)Share-Based Compensation
The grant date fair value of equity settled share-based payment awards granted to employees and consultants, including directors and officers, is recognized as share-based compensation, with a corresponding increase in equity, over the period that the optionee unconditionally become entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be performed or satisfied such that the amount ultimately recognized as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. Performance share units and deferred share units are liability awards settled in cash and measured at the quoted market price at the grant date with the corresponding expense recognized over the period that the employees unconditionally become entitled to the awards. The corresponding liability is adjusted for changes in fair value at each subsequent reporting date until the awards are settled.
(m)Leases
A contract is or contains a lease when the contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration.
The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, and subsequently at cost less any accumulated depreciation and impairment losses, and adjusted for certain re-measurements of the lease liability. The cost of the right-of-use asset includes the amount of the initial measurement of the lease liability, any lease payments made at or before the commencement date, less any lease incentives received, any initial direct costs; and if
Notes to Financial Statements | Page 17
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
applicable, an estimate of costs to be incurred by the Company in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. The incremental borrowing rate reflects the rate of interest that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions. Generally, the Company uses its incremental borrowing rate as the discount rate.
The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, a change in the estimate of the amount expected to be payable under a residual value guarantee, or as appropriate, changes in the assessment of whether a purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised.
The Company does not recognize right-of-use assets and lease liabilities for leases of low-value assets and leases with lease terms that are less than 12 months. Lease payments associated with these leases are instead recognized as an expense over the lease term on either a straight-line basis, or another systematic basis if more representative of the pattern of benefit.
The Company has applied judgement to determine the lease term for some lease contracts in which it is a lessee that include renewal options. The assessment of whether the Company is reasonably certain to exercise such options impacts the lease term, which significantly affects the amount of lease liabilities and right-of-use assets recognized.
(n)Share Capital
Common shares are classified as equity. Incremental costs directly attributable to the issuance of common shares and share options are recognized as a deduction from equity, net of any tax effects. The Company includes the value of share purchase warrants included in the issuance of equity units, which consist of common shares and warrants, in share capital.
(o)Income per Share
Basic income per share is calculated by dividing the net income attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted income per common share is calculated by adjusting the weighted average number of common shares outstanding for the effect of conversion of all potentially dilutive share equivalents, such as stock options, share units and warrants. The dilutive effect of share options and warrants assumes that the receipt of proceeds upon exercise of the options are used to repurchase common shares at the average market price during the period. The net effect of the shares issued less the shares assumed to be repurchased is added to the basic weighted average shares outstanding. For convertible instruments, the common shares to be included in the diluted per share calculation assumes that the instrument is converted at the beginning of the period (or the issue date if later). For equity-settled share units (as defined herein, see note 15(d)), the common shares to be included in the diluted per share calculation is based on the number of shares that would be issuable if the reporting date were the end of the vesting period. The net income attributable to common shareholders is adjusted to eliminate related interest costs of dilutive securities recognized in net income for the period.
Notes to Financial Statements | Page 18
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
4. Segment Disclosure
Operating segments are determined by the way information is reported and used by the Company's Chief Operating Decision Maker ("CODM") to review operating performance. The Company monitors the operating results of its operating segments independently for the purpose of making decisions about resource allocation and performance assessment.
Following the formal approval by the Company's Board of Directors to proceed with construction of the Tucumã Project, the Company considers the Tucumã Project to be a significant reporting segment. For the year ended December 31, 2022, the Company’s reporting segments include its two operating mines in Brazil, the Caraíba Operations and the Xavantina Operations, its development project, the Tucumã Project in Brazil, and its corporate head office in Canada. The segmented information for the comparative periods have been adjusted to reflect the Company's reporting segments for the reporting year ended December 31, 2022 for consistency.
Significant information relating to the Company's reportable segments is summarized in the tables below:
Notes to Financial Statements | Page 19
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
Year ended December 31, 2022 | Caraíba (Brazil) | Xavantina (Brazil) | Tucumã (Brazil) | Corporate and Other | Consolidated | |||||||||||||||||||||||||||
| Revenue | $ | 351,405 | $ | 74,987 | $ | — | $ | — | $ | 426,392 | ||||||||||||||||||||||
| Cost of production | (146,292) | (24,768) | — | — | (171,060) | |||||||||||||||||||||||||||
| Depreciation and depletion | (47,051) | (11,605) | — | — | (58,656) | |||||||||||||||||||||||||||
| Sales expense | (8,941) | (560) | — | — | (9,501) | |||||||||||||||||||||||||||
| Cost of sales | (202,284) | (36,933) | — | — | (239,217) | |||||||||||||||||||||||||||
| Gross profit | 149,121 | 38,054 | — | — | 187,175 | |||||||||||||||||||||||||||
| Expenses | ||||||||||||||||||||||||||||||||
| General and administrative | (28,123) | (4,062) | — | (17,274) | (49,459) | |||||||||||||||||||||||||||
| Share-based compensation | — | — | — | (7,931) | (7,931) | |||||||||||||||||||||||||||
| Finance income | 4,310 | 1,451 | — | 4,534 | 10,295 | |||||||||||||||||||||||||||
| Finance expenses | (9,044) | (4,244) | — | (19,935) | (33,223) | |||||||||||||||||||||||||||
Foreign exchange gain (loss) | 19,812 | 232 | — | (134) | 19,910 | |||||||||||||||||||||||||||
Other expenses | (75) | (292) | — | (17) | (384) | |||||||||||||||||||||||||||
Income (loss) before taxes | 136,001 | 31,139 | — | (40,757) | 126,383 | |||||||||||||||||||||||||||
Current tax expense | (8,463) | (2,413) | — | (4,167) | (15,043) | |||||||||||||||||||||||||||
Deferred tax (expense) recovery | (8,378) | 105 | — | — | (8,273) | |||||||||||||||||||||||||||
Net income (loss) | $ | 119,160 | $ | 28,831 | $ | — | $ | (44,924) | $ | 103,067 | ||||||||||||||||||||||
Capital expenditures(1) | 209,143 | 30,773 | 59,428 | 7,155 | 306,499 | |||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||
| Current | $ | 114,374 | $ | 50,447 | $ | 144 | $ | 227,462 | 392,427 | |||||||||||||||||||||||
| Non-current | 623,731 | 74,874 | 88,245 | 8,799 | 795,649 | |||||||||||||||||||||||||||
| Total Assets | $ | 738,105 | $ | 125,321 | $ | 88,389 | $ | 236,261 | $ | 1,188,076 | ||||||||||||||||||||||
| Total Liabilities | $ | 98,904 | $ | 106,266 | $ | 9,595 | $ | 431,146 | 645,911 | |||||||||||||||||||||||
(1) Capital expenditures include additions to mineral property, plant and equipment and additions to exploration and evaluation asset, net of non-cash additions such as change in estimates to mine closure costs and additions of right-of-use assets.
During the year ended December 31, 2022, Caraíba earned revenues from four customers (December 31, 2021 - three) while Xavantina earned revenues from two customers (December 31, 2021 - two).
Notes to Financial Statements | Page 20
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
Year ended December 31, 2021 | Caraíba (Brazil) | Xavantina (Brazil) | Tucumã (Brazil) | Corporate and Other | Consolidated | |||||||||||||||||||||||||||
| Revenue | $ | 423,954 | $ | 65,961 | $ | — | $ | — | $ | 489,915 | ||||||||||||||||||||||
| Cost of production | (96,975) | (19,837) | — | — | (116,812) | |||||||||||||||||||||||||||
| Depreciation and depletion | (39,202) | (7,800) | — | — | (47,002) | |||||||||||||||||||||||||||
| Sales expenses | (6,726) | (517) | — | — | (7,243) | |||||||||||||||||||||||||||
| Cost of sales | (142,903) | (28,154) | — | — | (171,057) | |||||||||||||||||||||||||||
| Gross profit | 281,051 | 37,807 | — | — | 318,858 | |||||||||||||||||||||||||||
| Expenses | ||||||||||||||||||||||||||||||||
| General and administrative | (20,444) | (2,560) | — | (15,842) | (38,846) | |||||||||||||||||||||||||||
| Share-based compensation | — | — | — | (7,848) | (7,848) | |||||||||||||||||||||||||||
| Finance income | 1,031 | 1,092 | — | 868 | 2,991 | |||||||||||||||||||||||||||
| Finance expenses | (5,622) | (889) | — | (5,648) | (12,159) | |||||||||||||||||||||||||||
Foreign exchange loss | (21,225) | (360) | — | (383) | (21,968) | |||||||||||||||||||||||||||
| NX Gold PMPA transaction fees | — | (1,219) | — | — | (1,219) | |||||||||||||||||||||||||||
Other expenses | (2,382) | (507) | — | — | (2,889) | |||||||||||||||||||||||||||
Income (loss) before taxes | 232,409 | 33,364 | — | (28,853) | 236,920 | |||||||||||||||||||||||||||
Current tax expense | (15,087) | (4,406) | — | (2,935) | (22,428) | |||||||||||||||||||||||||||
Deferred tax expense | (11,482) | (378) | — | — | (11,860) | |||||||||||||||||||||||||||
Net income (loss) | $ | 205,840 | $ | 28,580 | $ | — | $ | (31,788) | $ | 202,632 | ||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||
| Current | $ | 152,340 | $ | 35,734 | $ | 363 | $ | 20,249 | 208,686 | |||||||||||||||||||||||
| Non-current | 411,315 | 45,791 | 23,950 | 20 | 481,076 | |||||||||||||||||||||||||||
| Total Assets | $ | 563,655 | $ | 81,525 | $ | 24,313 | $ | 20,269 | $ | 689,762 | ||||||||||||||||||||||
| Total Liabilities | $ | 115,768 | $ | 109,679 | $ | 1,137 | $ | 67,688 | 294,272 | |||||||||||||||||||||||
Notes to Financial Statements | Page 21
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
5. Inventories
| December 31, 2022 | December 31, 2021 | ||||||||||
| Supplies and consumables | $ | 23,043 | $ | 19,144 | |||||||
| Stockpiles | 2,125 | 2,880 | |||||||||
| Work in progress | 1,234 | 1,658 | |||||||||
| Finished goods | 4,553 | 2,337 | |||||||||
| $ | 30,955 | $ | 26,019 | ||||||||
6. Other Current Assets
| December 31, 2022 | December 31, 2021 | ||||||||||
| Advances to suppliers | $ | 715 | $ | 402 | |||||||
| Prepaid expenses and other | 6,673 | 5,865 | |||||||||
Derivatives (Note 23) | 3,237 | — | |||||||||
Note receivable (Note 23) | 10,243 | — | |||||||||
| Advances to employees | 667 | 458 | |||||||||
| Value added taxes recoverable | 12,246 | 15,109 | |||||||||
| $ | 33,781 | $ | 21,834 | ||||||||
Notes to Financial Statements | Page 22
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
7. Mineral Property, Plant and Equipment
| Buildings | Mining Equipment | Mineral Properties(1) | Projects in Progress(2) | Equipment & Other Assets | Deposit on Projects | Mine Closure Costs | Right-of-Use Assets | Total | |||||||||||||||||||||||||||||||||||||||||||||
| Cost: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2020 | $ | 14,882 | $ | 92,702 | $ | 313,762 | $ | 8,322 | $ | 8,478 | $ | 4,326 | $ | 7,536 | $ | 8,322 | $ | 458,330 | |||||||||||||||||||||||||||||||||||
| Additions | 19 | 7,538 | 37,719 | 100,682 | 1,130 | 25,696 | 5,162 | 10,425 | 188,371 | ||||||||||||||||||||||||||||||||||||||||||||
| Disposals | — | (1,004) | — | (1,821) | (3) | (7) | — | (575) | (3,410) | ||||||||||||||||||||||||||||||||||||||||||||
| Transfers | 4,626 | 33,217 | 67,556 | (87,204) | 814 | (19,009) | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign exchange | (1,175) | (7,678) | (25,020) | (789) | (600) | (518) | (688) | (874) | (37,342) | ||||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2021 | 18,352 | 124,775 | 394,017 | 19,190 | 9,819 | 10,488 | 12,010 | 17,298 | 605,949 | ||||||||||||||||||||||||||||||||||||||||||||
| Additions | 885 | 62,081 | 125,004 | 64,779 | 8,722 | 31,984 | 1,354 | 11,666 | 306,475 | ||||||||||||||||||||||||||||||||||||||||||||
| Capitalized borrowing costs | — | — | — | 6,246 | — | — | — | — | 6,246 | ||||||||||||||||||||||||||||||||||||||||||||
| Disposals | (736) | (1,917) | — | (2,241) | (9) | (2) | — | (1,541) | (6,446) | ||||||||||||||||||||||||||||||||||||||||||||
| Transfers | 2,280 | 1,512 | 8,453 | 26,303 | 185 | (3,650) | — | — | 35,083 | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign exchange | 1,257 | 8,004 | 26,213 | (2,456) | 545 | 454 | 824 | 1,026 | 35,867 | ||||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2022 | $ | 22,038 | $ | 194,455 | $ | 553,687 | $ | 111,821 | $ | 19,262 | $ | 39,274 | $ | 14,188 | $ | 28,449 | $ | 983,174 | |||||||||||||||||||||||||||||||||||
| Accumulated depreciation: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2020 | $ | (3,916) | $ | (15,655) | $ | (90,539) | $ | — | $ | (4,583) | $ | — | $ | (3,315) | $ | (6,620) | $ | (124,628) | |||||||||||||||||||||||||||||||||||
| Depreciation expense | (808) | (12,664) | (26,475) | — | (1,489) | — | (985) | (4,869) | $ | (47,290) | |||||||||||||||||||||||||||||||||||||||||||
| Disposals | — | 913 | — | — | 3 | — | — | 413 | $ | 1,329 | |||||||||||||||||||||||||||||||||||||||||||
| Foreign exchange | 296 | 1,463 | 7,125 | — | 336 | — | 260 | 588 | $ | 10,068 | |||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2021 | (4,428) | (25,943) | (109,889) | — | (5,733) | — | (4,040) | (10,488) | (160,521) | ||||||||||||||||||||||||||||||||||||||||||||
| Depreciation expense | (1,047) | (16,373) | (33,378) | — | (973) | — | (914) | (7,530) | (60,215) | ||||||||||||||||||||||||||||||||||||||||||||
| Disposals | 734 | 1,672 | 60 | — | 70 | — | — | 913 | 3,449 | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign exchange | (306) | (1,666) | (7,352) | — | (354) | — | (273) | (662) | (10,613) | ||||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2022 | $ | (5,047) | $ | (42,310) | $ | (150,559) | $ | — | $ | (6,990) | $ | — | $ | (5,227) | $ | (17,767) | $ | (227,900) | |||||||||||||||||||||||||||||||||||
Net book value, December 31, 2021 | $ | 13,924 | $ | 98,832 | $ | 284,128 | $ | 19,190 | $ | 4,086 | $ | 10,488 | $ | 7,970 | $ | 6,810 | $ | 445,428 | |||||||||||||||||||||||||||||||||||
Net book value, December 31, 2022 | $ | 16,991 | $ | 152,145 | $ | 403,128 | $ | 111,821 | $ | 12,272 | $ | 39,274 | $ | 8,961 | $ | 10,682 | $ | 755,274 | |||||||||||||||||||||||||||||||||||
(1) Mineral properties include $69.4 million (2021 - $67.1 million) of development costs which are not currently being depreciated.
(2) A total of $35.1 million of exploration and evaluation assets related to the Tucumã Project were reclassified to mineral property, plant and equipment in 2022.
Page 23
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
8. Exploration and Evaluation Assets
In February 2022, the Board approved the construction of the Tucumã Project located in Tucumã, State of Pará, Brazil. Accordingly, $35.1 million of costs related to the project was reclassified from exploration and evaluation assets to mineral property, plant and equipment during the year ended December 31, 2022.
During the year ended December 31, 2022, the Company also paid $3.1 million in relation to two property option agreements. In order for the Company to acquire 100% of these properties, the Company will be required to complete certain drill programs, including a minimum of $7.2 million in exploration costs before the end of 2023 and, depending on results of these exploration programs, further option payments to complete the acquisitions is required. In the event that the Company exercises its option to acquire 100% interest in these properties, the optioners are expected to retain net smelter royalties of up to 1.5%.
9. Deposits and Other Non-current Assets
| December 31, 2022 | December 31, 2021 | ||||||||||
| Value added taxes recoverable | $ | 10,317 | $ | — | |||||||
Note receivable (Note 23) | 10,387 | — | |||||||||
| Deposits and others | 3,985 | 1,295 | |||||||||
| $ | 24,689 | $ | 1,295 | ||||||||
10. Accounts Payable and Accrued Liabilities
| December 31, 2022 | December 31, 2021 | ||||||||||
| Trade suppliers | $ | 42,931 | $ | 25,404 | |||||||
| Payroll and labour related liabilities | 21,008 | 22,950 | |||||||||
| Value added tax and other tax payable | 8,040 | 9,502 | |||||||||
Cash-settled equity awards (Note 15(b) and (c)) | 6,684 | 5,285 | |||||||||
| Other accrued liabilities | 5,940 | 3,243 | |||||||||
| $ | 84,603 | $ | 66,384 | ||||||||
Notes to Financial Statements | Page 24
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
11. Loans and Borrowings
| Carrying value, including accrued interest | ||||||||||||||||||||||||||||||||||||||||||||
| Description | Currency | Security | Time to Maturity (Months) | Coupon rate | Principal to be repaid | December 31, 2022 | December 31, 2021 | |||||||||||||||||||||||||||||||||||||
| Senior Note | USD | Unsecured | 85 | 6.50% | $ | 400,000 | $ | 402,453 | $ | — | ||||||||||||||||||||||||||||||||||
| Senior credit facility | USD | Secured | 30 | LIBOR plus 2.25% - 4.25% | — | — | 48,303 | |||||||||||||||||||||||||||||||||||||
| Equipment finance loans | USD | Secured | 2 - 46 | 5.00% - 7.95% | 10,237 | 10,322 | 5,805 | |||||||||||||||||||||||||||||||||||||
| Equipment finance loans | EUR | Secured | 38 - 42 | 5.25% | 1,369 | 1,372 | 2,005 | |||||||||||||||||||||||||||||||||||||
| Equipment finance loans | BRL | Unsecured | 26 | 13.89% - 15.12% | 867 | 947 | — | |||||||||||||||||||||||||||||||||||||
| Bank loan (MCSA) | BRL | Unsecured | 47 | CDI + 0.50% | 2,947 | 2,963 | 3,137 | |||||||||||||||||||||||||||||||||||||
| Total | $ | 415,420 | $ | 418,057 | $ | 59,250 | ||||||||||||||||||||||||||||||||||||||
| Current portion | $ | 15,703 | $ | 4,344 | ||||||||||||||||||||||||||||||||||||||||
| Non-current portion | $ | 402,354 | $ | 54,906 | ||||||||||||||||||||||||||||||||||||||||
The movements in loans and borrowings are comprised of the following:
Year ended December 31, 2022 | Year ended December 31, 2021 | ||||||||||
Balance, beginning of year | $ | 59,250 | $ | 168,102 | |||||||
| Proceeds from issuance of Senior Notes, net | 392,006 | — | |||||||||
| Proceeds from new equipment finance loans | 9,489 | 4,826 | |||||||||
| Proceeds from new lines of credit | — | 645 | |||||||||
| Principal and interest payments | (71,033) | (117,404) | |||||||||
| Interest costs, including interest capitalized | 26,666 | 5,177 | |||||||||
| Loss on debt modification | 1,351 | — | |||||||||
| Foreign exchange | 328 | (2,096) | |||||||||
Balance, end of year | $ | 418,057 | $ | 59,250 | |||||||
(a) Senior Notes
In February 2022, the Company issued $400 million aggregate principal amount of senior unsecured notes (the “Senior Notes”). The Company received net proceeds of $392.0 million after transaction costs of $8.0 million. The Senior Notes mature on February 15, 2030 and bear annual interest at 6.5%, payable semi-annually in February and August of each year.
MCSA has provided a guarantee of the Senior Notes on a senior unsecured basis. The Senior Notes are direct, senior obligations of the Company and MCSA, and are not secured by any mortgage, pledge or charge.
The Senior Notes are subject to the following early redemption options by the Company:
Notes to Financial Statements | Page 25
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
•On or after February 15, 2025, the Company has the option, in whole or in part, to redeem the Senior Notes at a price ranging from 103.25% to 100% of the principal amount together with accrued and unpaid interest, if any, to the date of redemption, with the rate decreasing based on the length of time the Senior Notes are outstanding;
•Before February 15, 2025, the Company may redeem some or all of the Senior Notes at 100% of the principal amount plus a “make whole” premium, plus accrued and unpaid interest, if any, to the date of redemption; and
•At any time before February 15, 2025, the Company may redeem up to 40% of the original principal amount of the Senior Notes with the proceeds of certain equity offerings at a redemption price of 106.50% of the principal amount of the Senior Notes, together with accrued and unpaid interest, if any, to the date of redemption.
Upon the occurrence of specific kinds of changes of control triggering events, each holder of the Senior Notes will have the right to cause the Company to repurchase some or all of its Senior Notes at 101% of their principal amount, plus accrued and unpaid interest to, but not including, the repurchase date.
The Senior Notes are recognized as financial liabilities, net of unamortized transaction costs, and measured at amortized cost using an effective interest rate of 6.7%.
(b) Senior Credit Facility
At December 31, 2021, the Company had a $150.0 million senior secured revolving credit facility ("Senior Credit Facility"), of which $50.0 million was drawn, with a syndicate of Canadian financial institutions with a maturity date of March 31, 2025. The Senior Credit Facility bears interest on a sliding scale at a rate of LIBOR plus 2.25% to 4.25% depending on the Company’s consolidated leverage ratio. Commitment fees for any undrawn portion of the Senior Credit Facility were on a sliding scale between 0.56% to 1.06%.
During the year ended December 31, 2022, following the issuance of Senior Notes, the Company paid off the remaining $50.0 million balance on its Senior Credit Facility and terminated its interest rate swap contracts for nominal consideration. The Senior Credit Facility was amended to reduce its limit from $150.0 million to $75.0 million, with an accordion option to increase the limit to $100.0 million at the election of the Company.
The Senior Credit Facility is secured by the shares of MCSA, NX Gold and Ero Gold. The Company is required to comply with certain financial covenants. As December 31, 2022, the Senior Credit Facility remains undrawn and the Company is in compliance with the financial covenants therein.
In January 2023, the Senior Credit Facility was further amended ("Amended Senior Credit Facility") to increase its limit from $75.0 million to $150.0 million and extended the maturity from March 2025 to December 2026. Amounts drawn on the Amended Senior Credit Facility will bear interest on a sliding scale of SOFR plus an applicable margin of 2.00% to 4.00% depending on the Company's consolidated leverage ratio. Commitment fees for the undrawn portion of the Amended Credit Facility will also be based on a sliding scale ranging from 0.45% to 0.90%.
12. Deferred Revenue
In August 2021, the Company entered into a precious metals purchase agreement (the “NX Gold PMPA”) with RGLD Gold AG ("Royal Gold"), a wholly-owned subsidiary of Royal Gold, Inc., in relation to gold production from the Xavantina Operations. The Company received upfront cash consideration of $100.0 million for the purchase of 25% of an equivalent amount of gold to be produced from the NX Gold mine until 93,000 ounces of gold have been delivered and thereafter decreasing to 10% of gold produced over the remaining life of the mine. The contract will be settled by the Company delivering gold to Royal Gold. Royal Gold will make ongoing payments equal to 20% of the then prevailing spot gold price for each ounce of gold delivered until 49,000 ounces of gold
Notes to Financial Statements | Page 26
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
have been received and 40% of the prevailing spot gold price for each ounce of gold delivered thereafter. Additional advances may be made by Royal Gold based on the Company achieving certain milestones as set out in the NX Gold PMPA. The Company incurred $1.2 million of transaction fees related to the contract which was recognized in net income.
The movements in deferred revenue during year December 31, 2022 are comprised of the following:
| December 31, 2022 | December 31, 2021 | ||||||||||
Gold ounces delivered(1) | 10,082 | 5,173 | |||||||||
Balance, beginning of year | $ | 94,222 | $ | — | |||||||
Advances received(2) | 3,207 | 100,000 | |||||||||
| Accretion expense | 3,407 | 1,501 | |||||||||
Amortization of deferred revenue(3) | (14,781) | (7,279) | |||||||||
Balance, end of year | $ | 86,055 | $ | 94,222 | |||||||
| Current portion | $ | 16,580 | $ | 10,511 | |||||||
| Non-current portion | 69,476 | 83,711 | |||||||||
(1) During the year ended December 31, 2022, the Company delivered 10,082 ounces of gold to Royal Gold for average consideration of $359 per ounce. At December 31, 2022, a cumulative 15,255 ounces of gold have been delivered under the PMPA.
(2) During the year ended December 31, 2022, the Company received $1.7 million in Resource Growth Advance and $1.5 million in Exploration Advance, which were recognized as deferred revenue during the period.
(3) Amortization of deferred revenue during the year ended December 31, 2022 includes $0.3 million for change in estimate in relation to additional advances received and the related change in life-of-mine production ounces.
As part of the NX Gold PMPA, the Company pledged its equity interest in Ero Gold and NX Gold to Royal Gold as collateral and provided unsecured limited recourse guarantees from Ero and NX Gold.
13. Provision for rehabilitation and closure costs
| December 31, 2022 | December 31, 2021 | ||||||||||
Balance, beginning of year | 19,037 | $ | 18,970 | ||||||||
| Change in estimates | 1,854 | 2,225 | |||||||||
| Accretion expense | 2,191 | 1,077 | |||||||||
| Settled | (2,238) | (2,039) | |||||||||
| Foreign exchange | 1,328 | (1,196) | |||||||||
Balance, end of year | $ | 22,172 | 19,037 | ||||||||
Provision for rehabilitation and closure costs is measured using management’s assumptions and estimates for future cash outflows in relation to mine closure and rehabilitation activities based on known disturbances as at the reporting date, known legal requirements and cost estimates prepared by a third-party specialist.
Management used a pre-tax discount rates in the range of 8.50% – 11.86% (2021 – 8.23% - 8.81%) and an inflation factor in the range of 3.25% - 5.31% (2021 – 3.00% - 5.03%) in preparing the Company’s provision for
Notes to Financial Statements | Page 27
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
rehabilitation and closure costs. Although the ultimate amount to be incurred is uncertain, based on development, legal requirements and estimated costs as at December 31, 2022, the undiscounted inflation-adjusted liability for provision for rehabilitation and closure costs is estimated to be approximately $72.5 million (2021 - $65.5 million), of which $64.0 million (2021 - $59.4 million) relates to the Caraíba Operations, $8.5 million (2021 - $6.1 million) relates to the Xavantina Operations, and $2.1 million (2021 - nil) relates to the Tucumã Project. The cash expenditures are expected to commence upon projected closure and occur over a period of time, which for the Caraíba Operations is in a range from 2023 to 2047, for the Xavantina Operations is 2027 to 2035, and for the Tucumã Project is from 2036 to 2041.
14. Other Non-current Liabilities
| December 31, 2022 | December 31, 2021 | ||||||||||
Cash-settled equity awards (Note 15(b)) | $ | 2,256 | $ | 2,524 | |||||||
| Value added tax and other taxes payable | 1,352 | 861 | |||||||||
| Withholding and taxes payable | 3,902 | 2,935 | |||||||||
Provision for legal and tax matters (Note 26) | 1,578 | 2,331 | |||||||||
| Other liabilities | 2,731 | 2,908 | |||||||||
| $ | 11,819 | $ | 11,559 | ||||||||
15. Share Capital
As at December 31, 2022, the Company’s authorized share capital consists of an unlimited number of common shares without par value. As at December 31, 2022, 92,182,633 common shares were outstanding.
(a) Options
During the year ended December 31, 2022, the Company granted 449,248 (year ended December 31, 2021 - 316,910) options to employees of the Company at weighted average exercise price of $13.14 per share (year ended December 31, 2021 - $15.66) with a term to expiry of five years. These stock options vest in three equal installments on each annual anniversary date from the date of grant. The total fair value of these options on the grant date was $2.8 million (year ended December 31, 2021 - $1.8 million), which is recognized over the vesting period.
A continuity of the issued and outstanding options is as follows:
Notes to Financial Statements | Page 28
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
| Year Ended December 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Number of Stock Options | Weighted Average Exercise Price | Number of Stock Options | Weighted Average Exercise Price | ||||||||||||||||||||
Outstanding stock options, beginning of year | 4,202,389 | $ | 8.98 | 4,641,763 | $ | 7.91 | |||||||||||||||||
| Issued | 449,248 | 13.14 | 316,910 | 15.66 | |||||||||||||||||||
| Exercised | (1,812,558) | 4.69 | (725,121) | 4.64 | |||||||||||||||||||
| Cancelled | (58,005) | 14.46 | (31,163) | 15.78 | |||||||||||||||||||
Outstanding stock options, end of year | 2,781,074 | $ | 11.44 | 4,202,389 | $ | 8.98 | |||||||||||||||||
The weighted average share price on the date of exercise for options exercised during the year ended December 31, 2022 was $12.44 (year ended December 31, 2021 - $19.01).
As at December 31, 2022, the following stock options were outstanding:
| Weighted Average Exercise Prices | Number of Stock Options | Vested and Exercisable Number of Stock Options | Weighted Average Remaining Life in Years | |||||||||||||||||
$9.01 to $10.00 CAD | 1,083,105 | 1,083,105 | 0.99 | |||||||||||||||||
$10.01 to $20.00 CAD | 1,117,823 | 468,737 | 3.84 | |||||||||||||||||
$20.01 to $24.45 CAD | 580,146 | 529,029 | 2.09 | |||||||||||||||||
$15.49 CAD ($11.44 USD) | 2,781,074 | 2,080,871 | 1.91 | |||||||||||||||||
In determining the weighted average exercise price of all outstanding options in the tables above and below, the CAD prices were converted to USD at the December 31, 2022 exchange rate of 1.3544.
The fair value of options granted in the years ended December 31, 2022 and 2021 was determined using the Black-Scholes option pricing model. The weighted average inputs used in the measurement of fair values at grant date of the options are the following:
Year Ended December 31, | ||||||||||||||
| 2022 | 2021 | |||||||||||||
| Expected term (years) | 3.0 | 3.0 | ||||||||||||
| Forfeiture rate | — | % | — | % | ||||||||||
| Volatility | 60 | % | 56 | % | ||||||||||
| Dividend yield | — | % | — | % | ||||||||||
| Risk-free interest rate | 3.86 | % | 1.10 | % | ||||||||||
| Weighted-average fair value per option | $ | 6.16 | $ | 5.57 | ||||||||||
Notes to Financial Statements | Page 29
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
(b) Performance Share Unit Plan
The Company has a performance share unit ("PSU") plan pursuant to which the Compensation Committee may grant PSUs to any director, officer, employee, or consultant of the Company or its subsidiaries. At the time of grant of PSUs, the Compensation Committee, may establish performance conditions for the vesting of the PSUs. The performance conditions may be graduated such that different percentages (which may be greater or lower than 100%) of the PSUs in a grant become vested depending on the satisfaction of one or more performance conditions. Performance conditions may include terms or conditions relating to: (i) the market price of the common shares; (ii) the return to holders of common shares, with or without reference to other comparable companies; (iii) the financial performance or results of the Company or its subsidiaries; (iv) the achievement of performance conditions or other performance criteria relating to the Company or its subsidiaries; (v) any other terms and conditions the Compensation Committee may in its sole discretion determine with respect to vesting or the acceleration of vesting; and (vi) the vesting date of the PSUs. The Compensation Committee may, in its discretion, subsequent to the grant of a PSU, waive any such performance condition or determine that it has been satisfied subject to applicable law, as well as determine the settlement of PSUs in shares or in cash. Each PSU entitles the holder thereof to receive one common share, or its equivalent cash value, on the redemption date selected by the Compensation Committee.
The continuity of PSUs issued and outstanding is as follows:
| Year Ended December 31, | |||||||||||
| 2022 | 2021 | ||||||||||
Outstanding balance, beginning of year | 793,043 | 727,761 | |||||||||
| Issued | 344,549 | 310,287 | |||||||||
| Settled | (212,765) | (223,231) | |||||||||
| Cancelled | (43,039) | (21,774) | |||||||||
Outstanding balance, end of year | 881,788 | 793,043 | |||||||||
These PSUs will vest three years from the date of grant by the Compensation Committee and the number of PSUs that will vest may range from 0% to 200% of the number granted, subject to the satisfaction of certain market and non-market performance conditions. Each vested PSU entitles the holder thereof to receive on or about the applicable date of vesting of such share unit (i) one common share; (ii) a cash amount equal to the fair market value of one common share as at the applicable date of vesting; or (iii) a combination of (i) and (ii), as determined by the Compensation Committee in its sole discretion. The Company has elected to settle its PSUs using a combination of cash and common shares in the past. As such, based on its history of past settlements, PSUs are classified as liabilities.
For PSUs with non-market performance conditions, the fair value of the share units granted was initially recognized at the fair value using the share price at the date of grant, and subsequently remeasured at fair value on each balance sheet date. For PSUs with market performance conditions, the fair value was determined using a Geometric Brownian Motion model. As at December 31, 2022, the fair value of the PSU liability was $5.9 million (December 31, 2021 -$5.8 million).
Notes to Financial Statements | Page 30
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
(c) Deferred Share Unit Plan
The Deferred Share Unit ("DSU") plan was established by the Board as a component of compensation for the Company's independent directors. Only independent directors are eligible to participate and to receive DSUs under the DSU Plan. DSUs may be awarded by the Board from time to time to provide independent directors with appropriate equity-based compensation for the services they render to the Company and may be subject to terms and conditions with respect to vesting of such DSUs. In addition, independent directors may elect to receive a portion or all of their respective annual cash remuneration in the form of DSUs, which will be fully vested upon such grant. The number of DSUs to be awarded to a participant under the DSU Plan is determined by dividing the portion of that participant’s annual cash remuneration by the fair market value of a common share on the last day of the quarter in which such portion of the annual cash remuneration was earned. Pursuant to the DSU Plan, DSUs may only be settled by way of cash payment. A participant is not entitled to payment in respect of the DSUs until his or her death, retirement or removal from the Board. The settlement amount of each DSU is based on the fair market value of a common share on the DSU redemption date multiplied by the number of DSUs being redeemed.
The continuity of DSUs issued and outstanding is as follows:
| Year ended December 31, | |||||||||||
| 2022 | 2021 | ||||||||||
Outstanding balance, beginning of year | 131,085 | 79,230 | |||||||||
| Issued | 88,876 | 51,855 | |||||||||
Outstanding balance, end of year | 219,961 | 131,085 | |||||||||
At December 31, 2022, DSU liabilities had a fair value of $3.0 million (December 31, 2021 - $2.0 million) which has been recognized in accounts payable and accrued liabilities.
(d) Restricted Share Unit Plan
The Company has a restricted share unit ("RSU") plan pursuant to which the Compensation Committee may grant share units to any officer, employee, or consultant of the Company or its subsidiaries. RSUs issued under the plan entitles the holder thereof to receive one common share, without payment of additional consideration, on the redemption date selected by the Compensation Committee following the date of vesting of such share unit, which will be within 30 days of the date of vesting, or at a later deferred date, subject to certain exception and restrictions. RSUs granted will vest in three equal installments on each anniversary date from the date of grant. The fair value of these restricted share units is determined on the date of grant using the market price of the Company’s shares. Each RSU entitles the holder thereof to receive one common share, or its equivalent cash value, on the redemption date selected by the Compensation Committee.
During the year ended December 31, 2022, the Company granted 160,320 (year ended December 31, 2021 - 171,106) RSUs to employees of the Company at weighted average fair value of $13.86 per share (year ended December 31, 2021 - $14.26). The total fair value of these RSUs on the grant date was $2.2 million (year ended December 31, 2021 - $2.4 million), which is recognized over the vesting period.
Notes to Financial Statements | Page 31
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
The continuity of RSUs issued and outstanding is as follows:
| Year ended December 31, | |||||||||||
| 2022 | 2021 | ||||||||||
Outstanding balance, beginning of year | 171,106 | — | |||||||||
| Issued | 160,320 | 171,106 | |||||||||
| Settled | (59,795) | — | |||||||||
| Cancelled | (8,429) | — | |||||||||
Outstanding balance, end of year | 263,202 | 171,106 | |||||||||
(e) Share-based compensation
| Year ended December 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Stock options | $ | 2,091 | $ | 2,925 | |||||||||||||||||||
| Performance share unit plan | 3,158 | 4,124 | |||||||||||||||||||||
| Deferred share unit plan | 1,087 | 734 | |||||||||||||||||||||
| Restricted share unit plan | 1,595 | 65 | |||||||||||||||||||||
Share-based compensation(1) | $ | 7,931 | $ | 7,848 | |||||||||||||||||||
(1) For the year ended December 31, 2022, the Company recorded $3.7 million (year ended December 31, 2021 - $7.3 million) of share-based compensation in contributed surplus, and the remaining share-based compensation was recorded in liabilities.
(f) Net Income per Share
| Year ended December 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Weighted average number of common shares outstanding | 90,789,925 | 88,602,367 | |||||||||||||||||||||
| Dilutive effects of: | |||||||||||||||||||||||
| Stock options | 1,117,529 | 2,353,584 | |||||||||||||||||||||
| Share units | 263,202 | 7,501 | |||||||||||||||||||||
Weighted average number of diluted common shares outstanding(1) | 92,170,656 | 90,963,452 | |||||||||||||||||||||
Net income attributable to owners of the Company | $ | 101,831 | $ | 201,053 | |||||||||||||||||||
Basic net income per share | 1.12 | 2.27 | |||||||||||||||||||||
Diluted net income per share | 1.10 | 2.21 | |||||||||||||||||||||
(1) Weighted average number of diluted common shares outstanding for the year ended December 31, 2022 excluded 1,647,969 (year ended December 31, 2021 - 390,366) stock options that were anti-dilutive.
Notes to Financial Statements | Page 32
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
16. Revenue
| Year ended December 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Copper | |||||||||||||||||||||||
| Sales within Brazil | $ | 51,373 | $ | 131,595 | |||||||||||||||||||
| Export sales | 313,589 | 295,682 | |||||||||||||||||||||
Adjustments on provisionally priced sales(1) | (13,558) | (3,323) | |||||||||||||||||||||
| 351,404 | 423,954 | ||||||||||||||||||||||
| Gold | |||||||||||||||||||||||
| Export sales | 60,207 | 58,682 | |||||||||||||||||||||
Amortization of deferred revenue(2) | 14,781 | 7,279 | |||||||||||||||||||||
| $ | 74,988 | $ | 65,961 | ||||||||||||||||||||
| $ | 426,392 | $ | 489,915 | ||||||||||||||||||||
(1) Under the terms of the Company’s contract with its Brazilian domestic customer, sales are provisionally priced on the date of sale based on the previous month’s average copper price and subsequently settled based on the average copper price in the month of shipment. Provisionally priced sales to the Company's international customers are settled with a final sales price between zero to four months after shipment takes place and, therefore, are exposed to commodity price changes.
(2) During the year ended December 31, 2022, the Company delivered 10,082 ounces of gold under a precious metals purchase agreement with Royal Gold (note 12) for average cash consideration of $359 per ounce and recognized $14.8 million in amortization of deferred revenue.
17. Cost of Sales
| Year ended December 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Materials | $ | 41,848 | $ | 26,343 | |||||||||||||||||||
| Salaries and benefits | 50,216 | 39,497 | |||||||||||||||||||||
| Depreciation and depletion | 58,656 | 47,002 | |||||||||||||||||||||
| Contracted services | 32,239 | 21,373 | |||||||||||||||||||||
| Maintenance costs | 26,373 | 18,162 | |||||||||||||||||||||
| Utilities | 13,034 | 10,721 | |||||||||||||||||||||
| Sales expense | 9,501 | 7,243 | |||||||||||||||||||||
Other costs(1) | 7,350 | 716 | |||||||||||||||||||||
| $ | 239,217 | $ | 171,057 | ||||||||||||||||||||
(1) Other costs in the year ended December 31, 2022 included $6.1 million of copper concentrates acquired from one of the Company's customers to settle accounts receivables in arrears. This concentrate was subsequently sold to a different customer for $6.0 million included in revenues.
Notes to Financial Statements | Page 33
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
18. General and Administrative Expenses
| Year ended December 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Accounting and legal | $ | 2,397 | $ | 1,625 | |||||||||||||||||||
| Amortization and depreciation | 313 | 288 | |||||||||||||||||||||
| Office and administration | 9,293 | 5,890 | |||||||||||||||||||||
| Salaries and consulting fees | 24,343 | 20,215 | |||||||||||||||||||||
| Incentive payments | 8,213 | 7,126 | |||||||||||||||||||||
| Other | 4,900 | 3,702 | |||||||||||||||||||||
| $ | 49,459 | $ | 38,846 | ||||||||||||||||||||
19. Finance Expense
| Year ended December 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
Interest on loans and borrowings(1) | $ | 20,420 | $ | 5,177 | |||||||||||||||||||
| Gain on interest rate swap derivatives | (896) | (469) | |||||||||||||||||||||
| Accretion of deferred revenue | 3,407 | 1,501 | |||||||||||||||||||||
| Accretion of mine closures and rehabilitation provisions | 2,191 | 1,077 | |||||||||||||||||||||
| Interest on lease liabilities | 706 | 413 | |||||||||||||||||||||
Other finance expenses(2) | 7,395 | 4,460 | |||||||||||||||||||||
| $ | 33,223 | $ | 12,159 | ||||||||||||||||||||
(1) During the year ended December 31, 2022, the Company capitalized $6.2 million (2021 - $nil) of borrowing costs to projects in progress.
(2) Other finance expenses during the year ended December 31, 2022 included $3.3 million credit loss provision on certain accounts receivable (see Note 23).
20. Foreign Exchange Gain (Loss)
The following foreign exchange gains (losses) arise as a result of balances and transactions in the Company’s Brazilian subsidiaries that are denominated in currencies other than the Brazilian Reals (BRL$), which is their functional currency.
Notes to Financial Statements | Page 34
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
| Year ended December 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Foreign exchange gain (loss) on USD denominated debt in Brazil | $ | 3,890 | $ | (5,370) | |||||||||||||||||||
Realized foreign exchange loss on derivative contracts (note 23) | (12,498) | (22,240) | |||||||||||||||||||||
Unrealized foreign exchange gain on derivative contracts (note 23) | 33,092 | 3,911 | |||||||||||||||||||||
| Foreign exchange (loss) gain on other financial assets and liabilities | (4,574) | 1,731 | |||||||||||||||||||||
| $ | 19,910 | $ | (21,968) | ||||||||||||||||||||
21. Income Taxes
(a)Reconciliation of income taxes
A reconciliation of the income tax expense to the amount calculated using the Company’s combined Canadian federal and provincial statutory income tax rate of 27% (2021 – 27%) is as follows:
| Year ended December 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Net income in the year before tax | $ | 126,383 | $ | 236,920 | |||||||
| Tax rate | 27 | % | 27 | % | |||||||
| Income tax expense at statutory rate | $ | 34,123 | $ | 63,968 | |||||||
| Tax effect of: | |||||||||||
| Difference in tax rate of foreign jurisdictions | (15,858) | (29,888) | |||||||||
| Non-taxable items | (5,618) | (7,465) | |||||||||
| Change in temporary differences not previously recognized | 8,762 | 6,618 | |||||||||
| Other | 1,907 | 1,055 | |||||||||
Income tax expense | $ | 23,316 | $ | 34,288 | |||||||
| Year ended December 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Current income tax: | |||||||||||
| Relating to current income tax charge | $ | 15,043 | $ | 22,428 | |||||||
| Deferred income tax: | |||||||||||
| Relating to origination and reversal of temporary differences | 8,273 | 11,860 | |||||||||
Income tax expense recognized in net income | $ | 23,316 | $ | 34,288 | |||||||
Income tax expense recognized in other comprehensive income | 523 | 576 | |||||||||
Total income tax expense | $ | 23,839 | $ | 34,864 | |||||||
Notes to Financial Statements | Page 35
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
(b)Deferred income tax liabilities
The general movement in the deferred income tax liabilities is as follows:
| Year ended December 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| At the beginning of the year | $ | 2,315 | $ | 14,223 | |||||||
Deferred income tax expense | (8,273) | (11,860) | |||||||||
Income tax expense recognized in OCI | (523) | (576) | |||||||||
| Foreign exchange | 252 | 528 | |||||||||
| At the end of the year | $ | (6,229) | $ | 2,315 | |||||||
Recognized deferred tax and assets and liabilities consist of the following:
December 31, 2022 | December 31, 2021 | ||||||||||
| Deferred tax assets: | |||||||||||
| Non-capital losses | $ | 2,546 | $ | 2,905 | |||||||
| Foreign exchange | 2,087 | 8,458 | |||||||||
| Other | 5,407 | 3,698 | |||||||||
| Mine closure and rehabilitation provision | 3,381 | 2,903 | |||||||||
| 13,421 | 17,964 | ||||||||||
| Deferred tax liabilities: | |||||||||||
| Mineral property, plant and equipment | (6,599) | (4,986) | |||||||||
| Loans and borrowings | (9,321) | (8,775) | |||||||||
| Other | (1,199) | (618) | |||||||||
| Loans and borrowings | (2,531) | (1,270) | |||||||||
| (19,650) | (15,649) | ||||||||||
Net deferred income tax (liabilities) assets | $ | (6,229) | $ | 2,315 | |||||||
Notes to Financial Statements | Page 36
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
Deferred tax assets of $30.4 million (December 31, 2021 - $21.4 million) have not been recognized for the following deductible temporary differences as it is not probable that the benefits of these temporary differences will be realized:
Year ended December 31, 2022 | Year ended December 31, 2021 | ||||||||||||||||||||||
| Brazil | Canada | Brazil | Canada | ||||||||||||||||||||
| Exploration and evaluation assets | $ | 37,077 | $ | — | $ | 34,660 | $ | — | |||||||||||||||
| Mineral property, plant and equipment | — | 969 | — | 922 | |||||||||||||||||||
| Non-capital losses | — | 72,535 | — | 44,521 | |||||||||||||||||||
| Other | — | 18,100 | — | 16,213 | |||||||||||||||||||
| $ | 37,077 | $ | 91,604 | $ | 34,660 | $ | 61,656 | ||||||||||||||||
At December 31, 2022, the Company had no loss carry forwards in Brazil (December 31, 2021 - $7.7 million) which can be carried forward indefinitely to offset future taxable income in Brazil. Use of losses carry forwards is limited to 30% of taxable income annually. The Company also had loss carry forwards in Canada totaling $82.0 million (December 31, 2021 - $48.0 million) which may be carried forward for 20 years to offset future taxable income, which expire between 2036 and 2042.
22. Related Party Transactions
Key management personnel consist of the Company’s directors and officers. The remuneration of key management personnel during the year was as follows:
| Year ended December 31, | ||||||||||||||
| 2022 | 2021 | |||||||||||||
Salaries and short-term benefits(1) | $ | 11,058 | $ | 10,715 | ||||||||||
Share-based payments(2) | 6,478 | 6,800 | ||||||||||||
| $ | 17,536 | $ | 17,515 | |||||||||||
(1) Includes annual salary and short-term incentives or bonuses earned in the year.
(2) Includes PSUs, RSUs, DSUs and stock option grants.
(3) Effective January 1, 2022, key management compensation includes senior management in Brazil and amounts in the comparative period have been updated to reflect the change.
23. Financial Instruments
Fair value
Fair values of financial assets and liabilities are determined based on available market information and valuation methodologies appropriate to each situation. Judgments are required in the interpretation of the market data to produce the most appropriate fair value estimates. The use of different market information and/or evaluation methodologies may have a material effect on the fair value amounts.
As at December 31, 2022, derivatives were measured at fair value based on Level 2 inputs.
Notes to Financial Statements | Page 37
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
The carrying values of cash and cash equivalents, short-term investments, accounts receivable, deposits, and accounts payable and accrued liabilities approximate their fair values due to their short terms to maturity or market rates of interest used to discount amounts. At December 31, 2022, the carrying value of loans and borrowings, including accrued interest, was $418.1 million while the fair value is approximately $338.2 million. At December 31, 2022, the carrying value of notes receivable, including accrued interest, was $20.6 million and the fair value is also approximately $20.6 million.
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s receivables from customers. The carrying amount of the financial assets below represents the maximum credit risk exposure as at December 31, 2022 and December 31, 2021:
| December 31, 2022 | December 31, 2021 | ||||||||||
| Cash and cash equivalents | $ | 177,702 | $ | 130,129 | |||||||
| Short-term investments | 139,700 | — | |||||||||
| Accounts receivable | 10,289 | 30,704 | |||||||||
| Note receivable | 20,630 | — | |||||||||
| Deposits and other non-current assets | 3,985 | 1,295 | |||||||||
| $ | 352,306 | $ | 162,128 | ||||||||
The Company invests cash and cash equivalents and short-term investments with financial institutions that are financially sound based on their credit rating.
The Company’s exposure to credit risk associated with accounts receivable is influenced mainly by the individual characteristics of each customer. On November 30, 2022, one of the Company's customers in Brazil, Paranapanema S/A ("PMA"), filed for bankruptcy protection due to working capital difficulties after an operational incident in June which resulted in one of their plants being shutdown for 38 days. Preceding the announcement, the Company agreed to restructure PMA's outstanding accounts receivable balance of $23.9 million into a note receivable, guaranteed by certain assets of PMA, with payment terms over 24 monthly installments beginning in February 2023. The loan bears an annual interest rate equivalent to Brazil's CDI rate of approx. 13%. As a result of the arrangement, the Company recognized a credit loss provision of $3.3 million (2021 - $nil) in other finance expense during the year ended December 31, 2022. The amortized cost of the note receivable, net of the expected credit loss, at December 31, 2022 was $20.6 million, of which $10.2 million is classified as current and $10.4 million as non-current.
Liquidity risk
Liquidity risk is the risk associated with the difficulties that the Company may have meeting the obligations associated with financial liabilities that are settled with cash payments or with another financial asset. The Company's approach to liquidity management is to ensure as much as possible that sufficient liquidity exists to meet their maturity obligations on the expiration dates, under normal and stressful conditions, without causing unacceptable losses or with risk of undermining the normal operation of the Company.
The table below shows the Company's maturity of non-derivative financial liabilities on December 31, 2022:
Notes to Financial Statements | Page 38
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
| Non-derivative financial liabilities | Carrying value | Contractual cash flows | Up to 12 months | 1 - 2 years | 3 - 5 years | More than 5 years | ||||||||||||||||||||||||||||||||
| Loans and borrowings (including interest) | $ | 418,057 | $ | 612,040 | $ | 33,366 | $ | 31,112 | $ | 82,562 | $ | 465,000 | ||||||||||||||||||||||||||
| Accounts payable and accrued liabilities | 84,603 | 84,603 | 84,603 | — | — | — | ||||||||||||||||||||||||||||||||
| Other non-current liabilities | 4,618 | 15,632 | — | 6,295 | 8,768 | 569 | ||||||||||||||||||||||||||||||||
| Leases | 10,963 | 10,963 | 9,390 | 667 | 628 | — | ||||||||||||||||||||||||||||||||
| Total | $ | 518,241 | $ | 723,238 | $ | 127,359 | $ | 38,074 | $ | 91,958 | $ | 465,569 | ||||||||||||||||||||||||||
As at December 31, 2022, the Company has made commitments for capital expenditures through contracts and purchase orders amounting to $184.7 million, which are expected to be incurred over a six-year period. In the normal course of operations, the Company may also enter into long-term contracts which can be cancelled with certain agreed customary notice periods without material penalties.
The Company also has derivative financial liabilities for foreign exchange collar contracts whose notional amounts and maturity information is disclosed below under foreign exchange currency risk and interest rate risk.
Market risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity prices. The purpose of market risk management is to manage and control exposures to market risks, within acceptable parameters, while optimizing return.
The Company may use derivatives, including forward contracts and swap contracts, to manage market risks.
(i) Foreign exchange currency risk
The Company’s subsidiaries in Brazil are exposed to exchange risks primarily related to the US dollar. In order to minimize currency mismatches, the Company monitors its cash flow projections considering future sales expectations indexed to US dollar variation in relation to the cash requirement to settle the existing financings.
The Company's exposure to foreign exchange currency risk at December 31, 2022 relates to $11.7 million (December 31, 2021 – $7.8 million) in loans and borrowings of MCSA denominated in US dollars and Euros. In addition, the Company is also exposed to foreign exchange currency risk at December 31, 2022 on $44.6 million of intercompany loan balances (December 31, 2021 - $63.8 million) which have contractual repayment terms. Strengthening (weakening) in the Brazilian Real against the US dollar at December 31, 2022 by 10% and 20%, would have increased (decreased) pre-tax net income by $5.5 million and $11.0 million, respectively (December 31, 2021 – $7.0 million and $13.9 million). This analysis is based on the foreign currency exchange variation rate that the Company considered to be reasonably possible at the end of the year and excluding the impact of the derivatives below. The analysis assumes that all other variables, especially interest rates, are held constant.
The Company may use derivatives, including forward contracts, collars and swap contracts, to manage market risks. At December 31, 2022, the Company has entered into foreign exchange collar contracts at zero cost for notional amounts of $270.0 million (December 31, 2021 - notional amount of $179.5 million) with an average floor rate of 5.12 BRL to US Dollar and an average cap rate of 6.29 BRL to US Dollar. The maturity dates of these contracts are from January 27, 2023 to December 29, 2023 and are financially settled on a net basis. As of December 31, 2022, the Company had contracts with three different counterparties and the fair value of these contracts was a net asset of $3.2 million (December 31, 2021 - liability of $28.7 million), consisting of an asset of $3.1 million included in other current assets, and an asset of $0.1 million included in deposits and other non-
Notes to Financial Statements | Page 39
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
current assets in the statement of financial position. The fair value of foreign exchange contracts was determined based on option pricing models, forward foreign exchange rates and information provided by the counter party.
The change in fair value of foreign exchange collar contracts was a gain of $33.1 million for the year ended December 31, 2022 (a gain of $3.9 million for the year ended December 31, 2021) and has been recognized in foreign exchange gain (loss). In addition, during the year ended December 31, 2022, the Company recognized a realized loss of $12.5 million (realized loss of $22.2 million for the year ended December 31, 2021) related to the settlement of foreign currency forward collar contracts.
(ii) Interest rate risk
The Company is principally exposed to the variation in interest rates on loans and borrowings with variable rates of interest. Management reduces interest rate risk exposure by entering into loans and borrowings with fixed rates of interest or by entering into derivative instruments that fix the ultimate interest rate paid.
The Company is principally exposed to interest rate risk through Brazilian Real denominated bank loans of $2.9 million. Based on the Company’s net exposure at December 31, 2022, a 1% change in the variable rates would not materially impact its pre-tax annual net income.
(iii) Price risk
The Company may use derivatives, including forward contracts, collars and swap contracts, to manage commodity price risks. During the year ended December 31, 2022, the Company entered into various swap contracts to mitigate its copper price exposure during the quotational period on provisionally priced sales, resulting in a realized loss of $0.1 million (2021 - $nil) recognized in other expenses.
At December 31, 2022, the Company has provisionally priced sales that are exposed to commodity price changes (note 16). Based on the Company’s net exposure at December 31, 2022, a 10% change in the price of copper would have an impact of $0.8 million on pre-tax net income.
In January 2023, the Company entered into a copper contracts at zero-cost on 3,000 tonnes of copper per month for February through December of 2023. These copper derivative contracts establish a floor price at $3.50 per pound of copper and a cap price of $4.76 per pound on total hedged volumes of 33,000 tonnes of copper, representing approximately 75% of estimated full-year production volumes.
24. Capital Management
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development and production of its mine properties and to maintain a flexible capital structure for its projects for the benefit of its stakeholders.
The Company's capital consists of items included in shareholders’ equity, debt facilities net of cash and cash equivalents and short-term investments.
Management reviews the capital structure on a regular basis to ensure that the above-noted objectives are met. The Company manages the capital structure and makes adjustments to it considering changes in the economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new loans and borrowings, common shares, or acquire or dispose of assets.
Certain loan agreements contain operating and financial covenants that could restrict the ability of the Company and its subsidiaries. MCSA, Ero Gold, and NX Gold, to, among other things, incur additional indebtedness
Notes to Financial Statements | Page 40
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
needed to fund its respective operations, pay dividends or make other distributions, make investments, create liens, sell or transfer assets or enter into transactions with affiliates. There are no other restrictions or externally imposed capital requirements of the Company.
25. Supplemental Cash Flow Information
| Year ended December 31, | |||||||||||||||||||||||
| Net change in non-cash working capital items: | 2022 | 2021 | |||||||||||||||||||||
| Accounts receivable | $ | (1,870) | $ | (12,180) | |||||||||||||||||||
| Inventories | (1,709) | (2,325) | |||||||||||||||||||||
| Other assets | (13,836) | (8,297) | |||||||||||||||||||||
| Accounts payable and accrued liabilities | (614) | 7,704 | |||||||||||||||||||||
| $ | (18,029) | $ | (15,098) | ||||||||||||||||||||
| Non-cash investing and financing activities: | |||||||||||||||||||||||
| Change in mineral property, plant and equipment from change in estimates for provision for rehabilitation and closure costs | $ | 1,354 | $ | 2,225 | |||||||||||||||||||
| Additions to property, plant and equipment by leases | 11,666 | 10,205 | |||||||||||||||||||||
Non-cash increase in accounts payable in relation to capital expenditures | 10,311 | 3,551 | |||||||||||||||||||||
| Transfer of PSU from equity reserves to liabilities | — | 9,389 | |||||||||||||||||||||
26. Contingencies
Due to the nature of the Company’s operations, various legal, tax, environmental and regulatory matters are outstanding from time to time. By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. The assessment of contingencies inherently involves the exercise of significant judgement and estimates of the outcome of future events. While the outcomes of these matters are uncertain, based upon the information currently available, the Company does not believe that these matters will have a material adverse effect on its consolidated financial statements. In the event that management’s estimate of the future resolution of these matters changes, the Company will recognize the effect of these changes in its consolidated financial statements in the period in which such changes occur.
As of December 31, 2022, based on the opinion of its legal advisers, the Company has not recognized provisions for the following claims as it is not probable that a cash outflow will occur:
Notes to Financial Statements | Page 41
| Ero Copper Corp. | ||
Notes to Consolidated Financial Statements | ||
| (Tabular amounts in thousands of US Dollars, except share and per share amounts) | ||
| December 31, 2022 | December 31, 2021 | ||||||||||
| Social security tax (a) | $ | 3,849 | $ | 3,415 | |||||||
| Taxes (b) | 12,008 | 9,531 | |||||||||
| Labour | 2,089 | 1,219 | |||||||||
| Mining and other (c) | 7,641 | 6,791 | |||||||||
| $ | 25,587 | $ | 20,956 | ||||||||
(a) Social security tax
Social security claims relate to potential social security tax payments related to past payments to employees, including profit sharing, and payments made to external contractors. The Company strongly believes, based on precedent court case rulings, that these claims will be cancelled after administrative and judicial discussions.
(b) Tax
The Company evaluates tax uncertainties as described in note (3)(e). There are 120 tax claims (2021 – 122 claims) against MCSA which were evaluated as possible, but not probable, losses. The main subjects under discussion for the tax claims involve the validity of tax credits used to offset federal taxes.
(c) Mining
There are five administrative claims (2021 – five claims) filed by the Nacional Mining Agency regarding alleged differences in the calculation of certain sales taxes on mining revenue by MCSA. The Company, based on the opinion of its legal advisors, does not believe such claims will result in a probable cash outflow.
Notes to Financial Statements | Page 42
 | TSX: ERO | ||||
| NYSE: ERO | |||||
March 7, 2023
Ero Copper Reports Fourth Quarter and Full Year 2022 Operating and Financial Results
(all amounts in US dollars, unless otherwise noted)
Vancouver, British Columbia – Ero Copper Corp. (TSX: ERO, NYSE: ERO) (“Ero” or the “Company”) is pleased to announce its operating and financial results for the three and twelve months ended December 31, 2022. Management will host a conference call tomorrow, Wednesday, March 8, 2023, at 11:30 a.m. Eastern time to discuss the results. Dial-in details for the call can be found near the end of this press release.
HIGHLIGHTS
•Record full-year copper production of 46,371 tonnes, including 12,664 tonnes produced in the fourth quarter, surpassed the Company's 2022 production guidance range of 43,000 to 46,000 tonnes
•Copper C1 cash costs(*) for the fourth quarter and full-year were $1.41 and $1.36, respectively, per pound of copper produced
•Gold production also marked a record 42,669 ounces in 2022, including 11,786 ounces produced in the fourth quarter, and exceeded the full-year guidance range of 39,000 to 42,000 ounces
•Gold C1 cash costs(*) for the fourth quarter and full-year were $445 and $560, respectively, per ounce of gold produced. All-in Sustaining Costs ("AISC")(*) for the same periods were $1,096 and $1,124, respectively, per ounce of gold produced
•Fourth quarter and full-year cash flows from operations were $34.0 million and $143.4 million, respectively
•Fourth quarter and full-year adjusted EBITDA(*) were $58.2 million and $208.6 million, respectively
•Fourth quarter and full-year adjusted net income attributable to owners of the Company(*) were $22.2 million ($0.24 per share on a diluted basis) and $83.5 million ($0.91 per share on a diluted basis), respectively
•Capital expenditures were nearly $90 million in the fourth quarter as construction activity related to the Company's strategic growth initiatives ramped up. Full-year capital expenditures, including deposits on contracts, were just under $300 million, below 2022 capital expenditure guidance of $308 million to $354 million, primarily
1 | Ero Copper Corp | ||||
625 Howe Street | Suite 1050 | Vancouver | BC | V6C 2T6 | Canada | |||||
| TSX: ERO | |||||
| NYSE: ERO | |||||
due to the success of Project Honeypot and subsequent deferral of the delivery date for the new external shaft of Pilar Mine
•Available liquidity at year-end was $392.4 million, including cash and cash equivalents of $177.7 million, short-term investments of $139.7 million, and $75.0 million of undrawn availability under the Company's senior secured revolving credit facility. Subsequent to year-end, the Company extended the maturity and increased the size of its senior secured revolving credit facility to $150.0 million, resulting in pro forma year-end liquidity of $467.4 million
•2023 production, operating cost, and capital expenditure guidance reaffirmed
*These are non-IFRS measures and do not have a standardized meaning prescribed by IFRS and might not be comparable to similar financial measures disclosed by other issuers. Please refer to the Company’s discussion of Non-IFRS measures in its Management’s Discussion and Analysis for the year ended December 31, 2022 and the Reconciliation of Non-IFRS Measures section at the end of this press release.
2 | Ero Copper Corp | ||||
625 Howe Street | Suite 1050 | Vancouver | BC | V6C 2T6 | Canada | |||||
| TSX: ERO | |||||
| NYSE: ERO | |||||
“Our 2022 financial results showcase record production levels amidst a backdrop of inflationary pressures experienced across the global mining industry over the past year,” said David Strang, Chief Executive Officer. “Despite encountering some unique obstacles related to our domestic smelter that necessitated a higher allocation of copper concentrate sales to the export market, resulting in reduced tax benefits during the year, we resumed domestic sales on a limited basis subsequent to year-end. With the added benefit of higher metal prices, we are witnessing stronger-than-expected operating margins as we enter 2023 and are well-positioned to execute on our growth strategy.
"At our Tucumã Project, road upgrade and drainage infrastructure completed at the end of the third quarter allowed us to build momentum during the rainy season with minimal down-time. As of year-end, we reached just over 20% physical completion and are ahead of schedule on pre-stripping activities. As a result of these efforts, we were able to commence concrete pours for the plant foundation subsequent to year-end.
"At the Pilar Mine, we revised our timeline for the new external shaft following the success of Project Honeypot and updates to Caraíba's Strategic Life-of-Mine Plan. The Project Honeypot stopes added to our production plan have allowed us to maintain high margins while smoothing our capital profile during construction of the shaft, for which the delivery date has been deferred by approximately nine months.
"Given the scarcity of new copper development projects and extraordinary demand anticipated from global decarbonization efforts, the timing of our near-term growth plans is highly favorable. With these unprecedented market conditions as well as nearly $470 million in balance sheet liquidity as of February 2023, we remain focused on delivering peer-leading growth."
3 | Ero Copper Corp | ||||
625 Howe Street | Suite 1050 | Vancouver | BC | V6C 2T6 | Canada | |||||
| TSX: ERO | |||||
| NYSE: ERO | |||||
FOURTH QUARTER & FULL-YEAR REVIEW
•Mining & Milling Operations
◦The Caraíba Operations achieved record full-year production of 46,371 tonnes of copper in concentrate, following strong year-end operating performance driven by the addition of high-grade Project Honeypot stopes to the fourth quarter production plan
–Higher mined and process copper grades during the fourth quarter resulted in copper production of 12,664 tonnes in concentrate, representing an increase of approximately 13% compared to the third quarter
–Full-year copper production exceeded 2022 copper production guidance range of 43,000 to 46,000 tonnes and reflect a year-on-year increase to mill throughput of nearly 500,000 tonnes of ore
◦The Xavantina Operations delivered record quarterly and full-year gold production of 11,786 and 42,669 ounces, respectively
–Fourth quarter gold production benefited from higher processed gold grades of 10.17 grams per tonne ("gpt"), representing an increase in grade of nearly 20% compared to the prior quarter
–Full-year gold production, which surpassed 2022 gold production guidance range of 39,000 to 42,000 ounces, increased approximately 13% year-on-year due to higher mill throughput as well as higher mined and processed gold grades
•Organic Growth Projects
◦The Company continued to progress the construction of the Tucumã Project, which is advancing on schedule with over 20% physical completion achieved as of year-end
–Mine pre-stripping accelerated during Q4 2022 with approximately 1.6 million tonnes of pre-stripping completed as of year-end, or approximately 12% of total. Waste dump construction is progressing on schedule with completion expected in Q3 2023
–Completion of the on-site concrete batch plant and mobilization of the civil works contractor occurred subsequent to year-end with first foundations poured in February 2023
–Approximately 55% of planned capital expenditures were under contract as of year-end, up from approximately 30% at the end of Q3 2022. An additional 25% of Feasibility Study capital expenditures remain in various stages of tendering or negotiation. Consistent with Q3 2022 project capital forecasts, total planned capital expenditures remain within 12% of pre-contingency Feasibility Study as of year-end
4 | Ero Copper Corp | ||||
625 Howe Street | Suite 1050 | Vancouver | BC | V6C 2T6 | Canada | |||||
| TSX: ERO | |||||
| NYSE: ERO | |||||
–In partnership with The National Service for Industrial Training, a Brazilian non-profit organization focused on improving the competitiveness of Brazil's manufacturing sector through technical and vocational education, the Company commenced comprehensive training programs within the city of Tucumã and surrounding communities to further develop skills within the local community that are expected to support the development and operation of the Tucumã Project
◦During the quarter, the Company's Pilar 3.0 initiative was significantly bolstered by the success of Project Honeypot as reflected in the Caraíba Operations' 2022 Strategic Life-of-Mine ("LOM") Plan (please refer to press release dated November 7, 2022). Project Honeypot, an engineering initiative focused on recovering higher-grade material in the upper levels of the Pilar Mine, is one of three projects that together are expected to enable the creation of a two-mine system at the Pilar Mine. The other two components of Pilar 3.0 include (i) construction of a new external shaft to access the Deepening Extension Zone and (ii) an expansion of the Caraíba mill to 4.2 million tonnes per annum
–The addition of Project Honeypot into the LOM Plan drove a significant increase to the Caraíba Operations' estimated mineral resources, mineral reserves and mine life, allowing the Company to defer the delivery date of the new external shaft by approximately nine months without impacting expected copper production
–Construction of the new external shaft continued to advance well against the revised timeline with physical completion at approximately 20% as of year-end and approximately 35% of planned capital expenditures under contract or in the final stages of negotiation. Based upon current capital expenditure forecasts which reflect additional supplier and contractor quotes, construction of the new external shaft remains on budget
–The Caraíba mill expansion remains on schedule with completion expected in Q4 2023
5 | Ero Copper Corp | ||||
625 Howe Street | Suite 1050 | Vancouver | BC | V6C 2T6 | Canada | |||||
| TSX: ERO | |||||
| NYSE: ERO | |||||
Figure 1: Tucumã Project pre-stripping progress (February 2023).
Figure 2: Aerial view of future Tucumã Project processing areas, including (A) primary crushing, (B) secondary and tertiary crushing, and (C) plant and administrative buildings.
6 | Ero Copper Corp | ||||
625 Howe Street | Suite 1050 | Vancouver | BC | V6C 2T6 | Canada | |||||
| TSX: ERO | |||||
| NYSE: ERO | |||||
•Subsequent Events
◦In January 2023, the Company entered into a zero-cost collar program on 3,000 tonnes of copper per month for February through December of 2023. The collars establish a floor price at $3.50 per pound of copper on total hedged volumes of 33,000 tonnes of copper, representing approximately 75% of full-year production volumes. The program protects a meaningful portion of the Company's revenue at the Company's 2023 budget copper price which was used for capital, cash flow and liquidity planning purposes, while providing upside to increases in the copper price up to a cap of $4.76 per pound - within 5% of the all-time high copper price. The hedge contracts are financially settled on a monthly basis.
◦Subsequent to year-end, the Company also closed its amended senior secured revolving credit facility (the "Amended Senior Credit Facility"), increasing its capacity from $75.0 million to $150.0 million and extending the maturity from March 2025 to December 2026. The Company also achieved improved terms on the Amended Credit Facility, including a 25 basis point reduction to the applicable margin on drawn funds and reduced standby fees on undrawn commitments.
7 | Ero Copper Corp | ||||
625 Howe Street | Suite 1050 | Vancouver | BC | V6C 2T6 | Canada | |||||
| TSX: ERO | |||||
| NYSE: ERO | |||||
OPERATING AND FINANCIAL HIGHLIGHTS
3 months ended Dec. 31, 2022 | 3 months ended Sep. 30, 2022 | 3 months ended Dec. 31, 2021 | 12 months ended Dec. 31, 2022 | 12 months ended Dec. 31, 2021 | ||||||||||||||||||||||||||||
| Operating Highlights | ||||||||||||||||||||||||||||||||
Copper (Caraíba Operations) | ||||||||||||||||||||||||||||||||
| Ore Processed (tonnes) | 745,850 | 720,725 | 646,319 | 2,864,230 | 2,370,571 | |||||||||||||||||||||||||||
| Grade (% Cu) | 1.84 | 1.68 | 2.01 | 1.76 | 2.08 | |||||||||||||||||||||||||||
| Cu Production (tonnes) | 12,664 | 11,189 | 11,918 | 46,371 | 45,511 | |||||||||||||||||||||||||||
| Cu Production (000 lbs) | 27,918 | 24,669 | 26,275 | 102,230 | 100,333 | |||||||||||||||||||||||||||
| Cu Sold in Concentrate (tonnes) | 13,301 | 10,522 | 12,393 | 46,816 | 45,717 | |||||||||||||||||||||||||||
| Cu Sold in Concentrate (000 lbs) | 29,323 | 23,197 | 27,321 | 103,211 | 100,788 | |||||||||||||||||||||||||||
C1 cash cost of Cu produced (per lb)(1) | $ | 1.41 | $ | 1.46 | $ | 0.96 | $ | 1.36 | $ | 0.77 | ||||||||||||||||||||||
Gold (Xavantina Operations) | ||||||||||||||||||||||||||||||||
| Au Production (oz) | 11,786 | 10,965 | 8,544 | 42,669 | 37,798 | |||||||||||||||||||||||||||
C1 cash cost of Au Produced (per oz)(1) | $ | 445 | $ | 537 | $ | 582 | $ | 560 | $ | 525 | ||||||||||||||||||||||
AISC of Au produced (per oz)(1) | $ | 1,096 | $ | 1,135 | $ | 910 | $ | 1,124 | $ | 732 | ||||||||||||||||||||||
| Financial Highlights ($ in millions, except per share amounts) | ||||||||||||||||||||||||||||||||
| Revenues | $ | 116.7 | $ | 85.9 | $ | 134.9 | $ | 426.4 | $ | 489.9 | ||||||||||||||||||||||
| Gross profit | 52.7 | 22.8 | 84.4 | 187.2 | 318.9 | |||||||||||||||||||||||||||
EBITDA(1) | 58.7 | 27.9 | 80.7 | 218.6 | 296.4 | |||||||||||||||||||||||||||
Adjusted EBITDA(1) | 58.2 | 32.1 | 86.8 | 208.6 | 331.9 | |||||||||||||||||||||||||||
Cash flow from operations | 34.0 | 43.0 | 66.7 | 143.4 | 364.6 | |||||||||||||||||||||||||||
Net income | 22.5 | 4.0 | 60.2 | 103.1 | 202.6 | |||||||||||||||||||||||||||
Net income attributable to owners of the Company | 22.2 | 3.7 | 59.8 | 101.8 | 201.1 | |||||||||||||||||||||||||||
| Per share (basic) | 0.24 | 0.04 | 0.67 | 1.12 | 2.27 | |||||||||||||||||||||||||||
| Per share (diluted) | 0.24 | 0.04 | 0.65 | 1.10 | 2.21 | |||||||||||||||||||||||||||
Adjusted net income attributable to owners of the Company(1) | 22.2 | 4.0 | 59.7 | 83.5 | 215.4 | |||||||||||||||||||||||||||
| Per share (basic) | 0.24 | 0.04 | 0.67 | 0.92 | 2.43 | |||||||||||||||||||||||||||
| Per share (diluted) | 0.24 | 0.04 | 0.65 | 0.91 | 2.37 | |||||||||||||||||||||||||||
| Cash, cash equivalents, and short-term investments | 317.4 | 359.8 | 130.1 | 317.4 | 130.1 | |||||||||||||||||||||||||||
Working capital(1) | 263.3 | 343.2 | 86.0 | 263.3 | 86.0 | |||||||||||||||||||||||||||
Net (cash) debt(1) | 100.7 | 51.5 | (70.9) | 100.7 | (70.9) | |||||||||||||||||||||||||||
(1) EBITDA, Adjusted EBITDA, Adjusted net income (loss) attributable to owners of the Company, Adjusted net income (loss) per share attributable to owners of the Company, Net (Cash) Debt, Working Capital, C1 cash cost of copper produced (per lb), C1 cash cost of gold produced (per ounce) and AISC of gold produced (per ounce) are non-IFRS measures. These measures do not have a standardized meaning prescribed by IFRS and might not be comparable to similar financial measures disclosed by other issuers. Please refer to the Company’s discussion of Non-IFRS measures in its Management’s Discussion and Analysis for the year ended December 31, 2022 and the Reconciliation of Non-IFRS Measures section at the end of this press release.
8 | Ero Copper Corp | ||||
625 Howe Street | Suite 1050 | Vancouver | BC | V6C 2T6 | Canada | |||||
| TSX: ERO | |||||
| NYSE: ERO | |||||
2023 PRODUCTION AND COST GUIDANCE(*)
In 2023, the Caraíba Operations are expected to produce 44,000 to 47,000 tonnes of copper in concentrate with higher mill throughput levels expected towards the end of the year following the anticipated completion of the Caraíba mill expansion in Q4 2023. As a result, copper production is expected to be slightly weighted towards H2 2023 with Q1 2023 expected to contribute the lowest amount of production of the year due to planned stope sequencing driving lower anticipated processed copper grades.
The Company's 2023 C1 cash cost guidance range for the Caraíba Operations of $1.40 to $1.60 per pound of copper produced reflects (i) sales allocation of 100% of copper concentrate produced to the international market and (ii) elevated consumable cost input assumptions based on Q4 2022 consumable pricing. Q1 2023 C1 cash costs are expected to be slightly above the full-year guidance range due to the impact of lower anticipated copper grades and production during the quarter.
At the Xavantina Operations, the Company expects to produce 50,000 to 53,000 ounces of gold in 2023 with production expected to be lowest in Q1 2023 and slightly weighted towards H2 2023 due to higher mill throughput levels following the expected commencement of production from the Matinha vein during H2 2023.
The Xavantina Operations' 2023 C1 cash cost guidance range of $475 to $575 per ounce of gold produced reflects the impact of significantly higher anticipated mined and processed gold grades in 2023 compared to 2022, partially offset by elevated consumable cost assumptions reflecting Q4 2022 consumable pricing. The Company's AISC guidance range for 2023 is $725 to $825 per ounce of gold produced.
The Company's cost guidance for 2023 assumes a USD:BRL foreign exchange rate of 5.30, a gold price of $1,725 per ounce and a silver price of $20.00 per ounce.
| 2023 Guidance | ||||||||||||||||||||||||||||||||||||||
Caraíba Operations | ||||||||||||||||||||||||||||||||||||||
| Copper Production (tonnes) | 44,000 - 47,000 | |||||||||||||||||||||||||||||||||||||
C1 Cash Cost (US$/lb)(1) | $1.40 - $1.60 | |||||||||||||||||||||||||||||||||||||
Xavantina Operations | ||||||||||||||||||||||||||||||||||||||
| Gold Production (ounces) | 50,000 - 53,000 | |||||||||||||||||||||||||||||||||||||
C1 Cash Cost (US$/oz)(1) | $475 - $575 | |||||||||||||||||||||||||||||||||||||
All-in Sustaining Cost (AISC) (US$/oz)(1) | $725 - $825 | |||||||||||||||||||||||||||||||||||||
(1) These are non-IFRS measures and do not have a standardized meaning prescribed by IFRS and might not be comparable to similar financial measures disclosed by other issuers. See the Reconciliation of Non-IFRS Measures section at the end of this press release for additional information.
9 | Ero Copper Corp | ||||
625 Howe Street | Suite 1050 | Vancouver | BC | V6C 2T6 | Canada | |||||
| TSX: ERO | |||||
| NYSE: ERO | |||||
2023 CAPITAL EXPENDITURE GUIDANCE(*)
The Company's capital expenditure guidance for 2023 assumes a USD:BRL foreign exchange rate of 5.30 and has been presented below in USD millions.
| 2023 Guidance | ||||||||||||||||||||||||||||||||||||||
| Caraíba Operations | ||||||||||||||||||||||||||||||||||||||
| Growth | $80 - $90 | |||||||||||||||||||||||||||||||||||||
| Sustaining | $65 - $75 | |||||||||||||||||||||||||||||||||||||
| Exploration | $22 - $27 | |||||||||||||||||||||||||||||||||||||
| Total, Caraíba Operations | $167 - $192 | |||||||||||||||||||||||||||||||||||||
| Tucumã Project | ||||||||||||||||||||||||||||||||||||||
| Growth | $150 - $165 | |||||||||||||||||||||||||||||||||||||
| Exploration | $0 - $1 | |||||||||||||||||||||||||||||||||||||
| Total, Tucumã Project | $150 - $166 | |||||||||||||||||||||||||||||||||||||
| Xavantina Operations | ||||||||||||||||||||||||||||||||||||||
| Growth | $4 - $5 | |||||||||||||||||||||||||||||||||||||
| Sustaining | $12 - $14 | |||||||||||||||||||||||||||||||||||||
| Exploration | $6 - $7 | |||||||||||||||||||||||||||||||||||||
| Total, Xavantina Operations | $22 - $26 | |||||||||||||||||||||||||||||||||||||
| Company Total | ||||||||||||||||||||||||||||||||||||||
| Growth | $234 - $260 | |||||||||||||||||||||||||||||||||||||
| Sustaining | $77 - $89 | |||||||||||||||||||||||||||||||||||||
| Exploration | $31 - $40 | |||||||||||||||||||||||||||||||||||||
| Total, Company | $342 - $389 | |||||||||||||||||||||||||||||||||||||
(*) Guidance is based on certain estimates and assumptions, including but not limited to, mineral reserve estimates, grade and continuity of interpreted geological formations and metallurgical performance. Please refer to the Company’s SEDAR and EDGAR filings, including the recent Annual Information Form for the year ended December 31, 2022 and dated March 7, 2023 (the "AIF"), for complete risk factors.
10 | Ero Copper Corp | ||||
625 Howe Street | Suite 1050 | Vancouver | BC | V6C 2T6 | Canada | |||||
| TSX: ERO | |||||
| NYSE: ERO | |||||
CONFERENCE CALL DETAILS
The Company will hold a conference call on Wednesday, March 8, 2023 at 11:30 am Eastern time (8:30 am Pacific time) to discuss these results.
| Date: | Wednesday, March 8, 2023 | ||||
| Time: | 11:30 am Eastern time (8:30 am Pacific time) | ||||
| Dial in: | North America: 1-800-319-4610, International: +1-604-638-5340 please dial in 5-10 minutes prior and ask to join the call | ||||
| Replay: | North America: 1-800-319-6413, International: +1-604-638-9010 | ||||
| Replay Passcode: | 9896 | ||||
Reconciliation of Non-IFRS Measures
Financial results of the Company are presented in accordance with IFRS. The Company utilizes certain alternative performance (non-IFRS) measures to monitor its performance, including C1 cash cost of copper produced (per lb), C1 cash cost of gold produced (per ounce), AISC of gold produced (per ounce), EBITDA, adjusted EBITDA, adjusted net income attributable to owners of the Company, adjusted net income per share, net (cash) debt, working capital and available liquidity. These performance measures have no standardized meaning prescribed within generally accepted accounting principles under IFRS and, therefore, amounts presented may not be comparable to similar measures presented by other mining companies. These non-IFRS measures are intended to provide supplemental information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
For additional details please refer to the Company’s discussion of non-IFRS and other performance measures in its Management’s Discussion and Analysis for the year ended December 31, 2022 which is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
11 | Ero Copper Corp | ||||
625 Howe Street | Suite 1050 | Vancouver | BC | V6C 2T6 | Canada | |||||
| TSX: ERO | |||||
| NYSE: ERO | |||||
C1 cash cost of copper produced (per lb.)
The following table provides a reconciliation of C1 cash cost of copper produced per pound to cost of production, its most directly comparable IFRS measure.
| Reconciliation: | 2022 - Q4 | 2022 - Q3 | 2021 - Q4 | 2022 | 2021 | |||||||||||||||||||||||||||
Cost of production | $ | 40,067 | $ | 39,047 | $ | 30,016 | $ | 146,292 | $ | 96,975 | ||||||||||||||||||||||
Add (less): | ||||||||||||||||||||||||||||||||
| Transportation costs & other | 2,362 | 2,209 | 1,998 | 9,019 | 6,331 | |||||||||||||||||||||||||||
| Treatment, refining, and other | 4,949 | 4,198 | 2,645 | 15,086 | 4,093 | |||||||||||||||||||||||||||
| By-product credits | (6,103) | (4,929) | (6,250) | (22,282) | (22,983) | |||||||||||||||||||||||||||
| Incentive payments | (1,092) | (902) | (3,482) | (3,914) | (5,527) | |||||||||||||||||||||||||||
| Net change in inventory | (861) | (3,849) | 654 | (6,040) | (1,697) | |||||||||||||||||||||||||||
Foreign exchange translation and other | (47) | 212 | (293) | 373 | (97) | |||||||||||||||||||||||||||
| C1 cash costs | $ | 39,275 | $ | 35,986 | $ | 25,288 | $ | 138,534 | $ | 77,095 | ||||||||||||||||||||||
Mining | $ | 26,433 | $ | 23,594 | $ | 18,560 | $ | 94,086 | $ | 59,867 | ||||||||||||||||||||||
| Processing | 8,033 | 7,687 | 6,365 | 30,155 | 21,585 | |||||||||||||||||||||||||||
| Indirect | 5,963 | 5,436 | 3,968 | 21,489 | 14,533 | |||||||||||||||||||||||||||
| Production costs | 40,429 | 36,717 | 28,893 | 145,730 | 95,985 | |||||||||||||||||||||||||||
| By-product credits | (6,103) | (4,929) | (6,250) | (22,282) | (22,983) | |||||||||||||||||||||||||||
| Treatment, refining and other | 4,949 | 4,198 | 2,645 | 15,086 | 4,093 | |||||||||||||||||||||||||||
| C1 cash costs | $ | 39,275 | $ | 35,986 | $ | 25,288 | $ | 138,534 | $ | 77,095 | ||||||||||||||||||||||
| Payable copper produced (lb, 000) | 27,918 | 24,669 | 26,275 | 102,230 | 100,333 | |||||||||||||||||||||||||||
| Mining | $ | 0.95 | $ | 0.96 | $ | 0.71 | $ | 0.92 | $ | 0.60 | ||||||||||||||||||||||
| Processing | $ | 0.29 | $ | 0.31 | $ | 0.24 | $ | 0.29 | $ | 0.22 | ||||||||||||||||||||||
| Indirect | $ | 0.21 | $ | 0.22 | $ | 0.15 | $ | 0.21 | $ | 0.14 | ||||||||||||||||||||||
| By-product credits | $ | (0.22) | $ | (0.20) | $ | (0.24) | $ | (0.22) | $ | (0.23) | ||||||||||||||||||||||
| Treatment, refining and other | $ | 0.18 | $ | 0.17 | $ | 0.10 | $ | 0.16 | $ | 0.04 | ||||||||||||||||||||||
| C1 cash costs of copper produced (per lb) | $ | 1.41 | $ | 1.46 | $ | 0.96 | $ | 1.36 | $ | 0.77 | ||||||||||||||||||||||
12 | Ero Copper Corp | ||||
625 Howe Street | Suite 1050 | Vancouver | BC | V6C 2T6 | Canada | |||||
| TSX: ERO | |||||
| NYSE: ERO | |||||
C1 cash cost of gold produced and All-in Sustaining Cost of gold produced (per ounce)
The following table provides a reconciliation of C1 cash cost of gold produced per ounce and AISC of gold produced per ounce to cost of production, its most directly comparable IFRS measure.
Reconciliation: | 2022 - Q4 | 2022 - Q3 | 2021 - Q4 | 2022 | 2021 | |||||||||||||||||||||||||||
Cost of production | $ | 4,834 | $ | 7,317 | $ | 4,737 | $ | 24,768 | $ | 19,837 | ||||||||||||||||||||||
Add (less): | ||||||||||||||||||||||||||||||||
| Incentive payments | (167) | (177) | (150) | (1,117) | (788) | |||||||||||||||||||||||||||
| Net change in inventory | 258 | (1,031) | (16) | (119) | (27) | |||||||||||||||||||||||||||
| By-product credits | (199) | (145) | (128) | (613) | (586) | |||||||||||||||||||||||||||
Foreign exchange translation and other | 523 | (80) | 533 | 976 | 1,398 | |||||||||||||||||||||||||||
| C1 cash costs | $ | 5,249 | $ | 5,884 | $ | 4,976 | $ | 23,895 | $ | 19,834 | ||||||||||||||||||||||
| Site general and administrative | 1,196 | 1,011 | 699 | 3,648 | 1,976 | |||||||||||||||||||||||||||
| Accretion of mine closure and rehabilitation provision | 106 | 106 | 42 | 436 | 215 | |||||||||||||||||||||||||||
| Sustaining capital expenditure | 4,547 | 4,105 | 736 | 14,638 | 2,300 | |||||||||||||||||||||||||||
| Sustaining leases | 1,559 | 1,036 | 1,083 | 4,311 | 2,326 | |||||||||||||||||||||||||||
| Royalties and production taxes | 262 | 298 | 235 | 1,041 | 1,036 | |||||||||||||||||||||||||||
| AISC | $ | 12,919 | $ | 12,440 | $ | 7,771 | $ | 47,969 | $ | 27,687 | ||||||||||||||||||||||
| 2022 - Q4 | 2022 - Q3 | 2021 - Q4 | 2022 | 2021 | ||||||||||||||||||||||||||||
| Costs | ||||||||||||||||||||||||||||||||
Mining | $ | 2,311 | $ | 3,071 | $ | 2,403 | $ | 12,529 | $ | 9,394 | ||||||||||||||||||||||
| Processing | 2,067 | 1,867 | 1,843 | 7,917 | 7,465 | |||||||||||||||||||||||||||
| Indirect | 1,070 | 1,091 | 858 | 4,062 | 3,561 | |||||||||||||||||||||||||||
| Production costs | 5,448 | 6,029 | 5,104 | 24,508 | 20,420 | |||||||||||||||||||||||||||
| By-product credits | (199) | (145) | (128) | (613) | (586) | |||||||||||||||||||||||||||
| C1 cash costs | $ | 5,249 | $ | 5,884 | $ | 4,976 | $ | 23,895 | $ | 19,834 | ||||||||||||||||||||||
| Site general and administrative | 1,196 | 1,011 | 699 | 3,648 | 1,976 | |||||||||||||||||||||||||||
| Accretion of mine closure and rehabilitation provision | 106 | 106 | 42 | 436 | 215 | |||||||||||||||||||||||||||
| Sustaining capital expenditure | 4,547 | 4,105 | 736 | 14,638 | 2,300 | |||||||||||||||||||||||||||
| Sustaining leases | 1,559 | 1,036 | 1,083 | 4,311 | 2,326 | |||||||||||||||||||||||||||
| Royalties and production taxes | 262 | 298 | 235 | 1,041 | 1,036 | |||||||||||||||||||||||||||
| AISC | $ | 12,919 | $ | 12,440 | $ | 7,771 | $ | 47,969 | $ | 27,687 | ||||||||||||||||||||||
| Costs per ounce | ||||||||||||||||||||||||||||||||
| Payable gold produced (ounces) | 11,786 | 10,965 | 8,544 | 42,669 | 37,798 | |||||||||||||||||||||||||||
| Mining | $ | 196 | $ | 280 | $ | 281 | $ | 294 | $ | 249 | ||||||||||||||||||||||
| Processing | $ | 175 | $ | 170 | $ | 216 | $ | 186 | $ | 197 | ||||||||||||||||||||||
| Indirect | $ | 91 | $ | 99 | $ | 100 | $ | 95 | $ | 94 | ||||||||||||||||||||||
| By-product credits | $ | (17) | $ | (12) | $ | (15) | $ | (15) | $ | (15) | ||||||||||||||||||||||
| C1 cash costs of gold produced (per ounce) | $ | 445 | $ | 537 | $ | 582 | $ | 560 | $ | 525 | ||||||||||||||||||||||
| AISC of gold produced (per ounce) | $ | 1,096 | $ | 1,135 | $ | 910 | $ | 1,124 | $ | 732 | ||||||||||||||||||||||
13 | Ero Copper Corp | ||||
625 Howe Street | Suite 1050 | Vancouver | BC | V6C 2T6 | Canada | |||||
| TSX: ERO | |||||
| NYSE: ERO | |||||
Earnings before interest, taxes, depreciation and amortization (EBITDA) and Adjusted EBITDA
The following table provides a reconciliation of EBITDA and Adjusted EBITDA to net income, its most directly comparable IFRS measure.
Reconciliation: | 2022 - Q4 | 2022 - Q3 | 2021 - Q4 | 2022 | 2021 | |||||||||||||||||||||||||||
Net Income | $ | 22,472 | $ | 3,999 | $ | 60,212 | $ | 103,067 | $ | 202,632 | ||||||||||||||||||||||
Adjustments: | ||||||||||||||||||||||||||||||||
Finance expense | 12,290 | 7,283 | 2,296 | 33,223 | 12,159 | |||||||||||||||||||||||||||
Income tax expense | 7,540 | 1,887 | 4,528 | 23,316 | 34,288 | |||||||||||||||||||||||||||
Amortization and depreciation | 16,361 | 14,743 | 13,675 | 58,969 | 47,291 | |||||||||||||||||||||||||||
| EBITDA | $ | 58,663 | $ | 27,912 | $ | 80,711 | $ | 218,575 | $ | 296,370 | ||||||||||||||||||||||
Foreign exchange (gain) loss | (4,569) | 65 | 4,419 | (19,910) | 21,968 | |||||||||||||||||||||||||||
| Share based compensation | 4,123 | 4,151 | 981 | 7,931 | 7,848 | |||||||||||||||||||||||||||
| Incremental COVID-19 costs | — | — | 669 | 1,956 | 4,459 | |||||||||||||||||||||||||||
| NX Gold stream transaction fees | — | — | — | — | 1,219 | |||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 58,217 | $ | 32,128 | $ | 86,780 | $ | 208,552 | $ | 331,864 | ||||||||||||||||||||||
14 | Ero Copper Corp | ||||
625 Howe Street | Suite 1050 | Vancouver | BC | V6C 2T6 | Canada | |||||
| TSX: ERO | |||||
| NYSE: ERO | |||||
Adjusted net income attributable to owners of the Company and Adjusted net income per share attributable to owners of the Company
The following table provides a reconciliation of Adjusted net income attributable to owners of the Company and Adjusted EPS to net income attributable to the owners of the Company, its most directly comparable IFRS measure.
Reconciliation: | 2022 - Q4 | 2022 - Q3 | 2021 - Q4 | 2022 | 2021 | |||||||||||||||||||||||||||
Net income as reported attributable to the owners of the Company | $ | 22,159 | $ | 3,745 | $ | 59,804 | $ | 101,831 | $ | 201,053 | ||||||||||||||||||||||
Adjustments: | ||||||||||||||||||||||||||||||||
| Share based compensation | 4,123 | 4,151 | 981 | 7,931 | 7,848 | |||||||||||||||||||||||||||
Unrealized foreign exchange (gain) loss on USD denominated balances in MCSA | (1,782) | 2,106 | 1,642 | 25 | 5,348 | |||||||||||||||||||||||||||
Unrealized foreign exchange gain on foreign exchange derivative contracts | (3,017) | (6,733) | (3,125) | (32,960) | (3,762) | |||||||||||||||||||||||||||
| Incremental COVID-19 costs | — | — | 664 | 1,944 | 4,434 | |||||||||||||||||||||||||||
NX Gold stream transaction fees | — | — | — | — | 1,219 | |||||||||||||||||||||||||||
Unrealized gain on interest rate derivative contracts | — | — | (714) | — | (1,270) | |||||||||||||||||||||||||||
Tax effect on the above adjustments | 731 | 706 | 477 | 4,726 | 574 | |||||||||||||||||||||||||||
| Adjusted net income attributable to owners of the Company | $ | 22,214 | $ | 3,975 | $ | 59,729 | $ | 83,497 | $ | 215,444 | ||||||||||||||||||||||
| Weighted average number of common shares | ||||||||||||||||||||||||||||||||
| Basic | 91,522,358 | 90,845,229 | 89,637,768 | 90,789,925 | 88,602,367 | |||||||||||||||||||||||||||
| Diluted | 92,551,916 | 91,797,437 | 91,727,452 | 92,170,656 | 90,963,452 | |||||||||||||||||||||||||||
| Adjusted EPS | ||||||||||||||||||||||||||||||||
| Basic | $ | 0.24 | $ | 0.04 | $ | 0.67 | $ | 0.92 | $ | 2.43 | ||||||||||||||||||||||
| Diluted | $ | 0.24 | $ | 0.04 | $ | 0.65 | $ | 0.91 | $ | 2.37 | ||||||||||||||||||||||
15 | Ero Copper Corp | ||||
625 Howe Street | Suite 1050 | Vancouver | BC | V6C 2T6 | Canada | |||||
| TSX: ERO | |||||
| NYSE: ERO | |||||
Net (Cash) Debt
The following table provides a calculation of net (cash) debt based on amounts presented in the Company’s consolidated financial statements as at the periods presented.
| December 31, 2022 | September 30, 2022 | December 31, 2021 | |||||||||||||||||||||
| Current portion of loans and borrowings | $ | 15,703 | $ | 9,049 | $ | 4,344 | |||||||||||||||||
| Long-term portion of loans and borrowings | 402,354 | 402,275 | 54,906 | ||||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Cash and cash equivalents | (177,702) | (210,244) | (130,129) | ||||||||||||||||||||
| Short-term investments | (139,700) | (149,554) | — | ||||||||||||||||||||
| Net (cash) debt | $ | 100,655 | $ | 51,526 | $ | (70,879) | |||||||||||||||||
Working capital and Available liquidity
The following table provides a calculation for these based on amounts presented in the Company’s consolidated financial statements as at the periods presented.
| December 31, 2022 | September 30, 2022 | December 31, 2021 | |||||||||||||||||||||
| Current assets | $ | 392,427 | $ | 444,188 | $ | 208,686 | |||||||||||||||||
| Less: Current liabilities | (129,121) | (100,943) | (122,660) | ||||||||||||||||||||
Working capital | $ | 263,306 | $ | 343,245 | $ | 86,026 | |||||||||||||||||
| Cash and cash equivalents | 177,702 | 210,244 | 130,129 | ||||||||||||||||||||
| Short-term investments | 139,700 | 149,554 | — | ||||||||||||||||||||
| Available undrawn revolving credit facilities | 75,000 | 75,000 | 100,000 | ||||||||||||||||||||
| Available liquidity | $ | 392,402 | $ | 434,798 | $ | 230,129 | |||||||||||||||||
16 | Ero Copper Corp | ||||
625 Howe Street | Suite 1050 | Vancouver | BC | V6C 2T6 | Canada | |||||
| TSX: ERO | |||||
| NYSE: ERO | |||||
ABOUT ERO COPPER CORP
Ero is a high-margin, high-growth, clean copper producer with operations in Brazil and corporate headquarters in Vancouver, B.C. The Company's primary asset is a 99.6% interest in the Brazilian copper mining company, Mineração Caraíba S.A. ("MCSA"), 100% owner of the Company's Caraíba Operations (formerly known as the MCSA Mining Complex), which are located in the Curaçá Valley, Bahia State, Brazil and include the Pilar and Vermelhos underground mines and the Surubim open pit mine, and the Tucumã Project (formerly known as Boa Esperança), an IOCG-type copper project located in Pará, Brazil. The Company also owns 97.6% of NX Gold S.A. ("NX Gold") which owns the Xavantina Operations (formerly known as the NX Gold Mine), comprised of an operating gold and silver mine located in Mato Grosso, Brazil. Additional information on the Company and its operations, including technical reports on the Caraíba Operations, Xavantina Operations and Tucumã Project, can be found on the Company's website (www.erocopper.com), on SEDAR (www.sedar.com), and on EDGAR (www.sec.gov). The Company’s shares are publicly traded on the Toronto Stock Exchange and the New York Stock Exchange under the symbol “ERO”.
FOR MORE INFORMATION, PLEASE CONTACT
Courtney Lynn, VP, Corporate Development & Investor Relations
(604) 335-7504
info@erocopper.com
17 | Ero Copper Corp | ||||
625 Howe Street | Suite 1050 | Vancouver | BC | V6C 2T6 | Canada | |||||
| TSX: ERO | |||||
| NYSE: ERO | |||||
CAUTION REGARDING FORWARD LOOKING INFORMATION AND STATEMENTS
This press release contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities legislation (collectively, “forward-looking statements”). Forward-looking statements include statements that use forward-looking terminology such as “may”, “could”, “would”, “will”, “should”, “intend”, “target”, “plan”, “expect”, “budget”, “estimate”, “forecast”, “schedule”, “anticipate”, “believe”, “continue”, “potential”, “view” or the negative or grammatical variation thereof or other variations thereof or comparable terminology. Forward-looking statements may include, but are not limited to, statements with respect to the Company's expected production, operating costs and capital expenditures at the Caraíba Operations, the Tucumã Project and the Xavantina Operations; the ability of the Company to execute on its growth initiatives according to the timeline and budget currently envisioned; estimated completion dates for certain milestones, including construction of the Tucumã Project, and completion of the projects that comprise the Pilar 3.0 initiative, including the Caraíba mill expansion and construction of the new external shaft to access the Deepening Extension Zone; the ability of the Company to realize benefits associated with Project Honeypot; the ability of the Company to sell future copper concentrate production to its domestic customer; and any other statement that may predict, forecast, indicate or imply future plans, intentions, levels of activity, results, performance or achievements.
Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual results, actions, events, conditions, performance or achievements to materially differ from those expressed or implied by the forward-looking statements, including, without limitation, risks discussed in this press release and in the AIF under the heading “Risk Factors”. The risks discussed in this press release and in the AIF are not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Although the Company has attempted to identify important factors that could cause actual results, actions, events, conditions, performance or achievements to differ materially from those contained in forward-looking statements, there may be other factors that cause results, actions, events, conditions, performance or achievements to differ from those anticipated, estimated or intended.
Forward-looking statements are not a guarantee of future performance. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements involve statements about the future and are inherently uncertain, and the Company’s actual results, achievements or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to herein and in the AIF under the heading “Risk Factors”.
The Company’s forward-looking statements are based on the assumptions, beliefs, expectations and opinions of management on the date the statements are made, many of which may be difficult to predict and beyond the Company’s control. In connection with the forward-looking statements contained in this press release and in the AIF, the Company has made certain assumptions about, among other things: continued effectiveness of the measures taken by the Company to mitigate the possible impact of COVID-19 on its workforce and operations; favourable equity and debt capital markets; the ability to raise any necessary additional capital on reasonable terms to advance the production, development and exploration of the Company’s properties and assets; future prices of copper, gold and other metal prices; the timing and results of exploration and drilling programs; the accuracy of any mineral reserve and mineral resource estimates; the geology of the Caraíba Operations, the Xavantina Operations and the Tucumã Project being as described in the respective technical report for each property; production costs; the accuracy of budgeted exploration, development and construction costs and expenditures; the price of other commodities such as fuel; future currency exchange rates and interest rates; operating conditions being favourable such that the Company is able to operate in a safe, efficient and effective manner; work force continuing to remain healthy in the face of prevailing epidemics, pandemics or other health risks (including COVID-19), political and regulatory stability; the receipt of governmental, regulatory and third party approvals, licenses and permits on favourable terms; obtaining required renewals for existing approvals, licenses and permits on favourable terms; requirements under applicable laws; sustained labour stability; stability in financial and capital goods markets; availability of equipment; positive relations with local groups and the Company’s ability to meet its obligations under its agreements with such groups; and satisfying the terms and conditions of the Company’s current loan arrangements. Although the Company believes that the assumptions inherent in forward-looking statements are reasonable as of the date of this press release, these assumptions are subject to significant business, social, economic, political, regulatory, competitive and other risks and uncertainties, contingencies and other factors that could cause actual actions, events, conditions, results, performance or achievements to be materially different from those projected in the forward-looking statements. The Company cautions that the foregoing list of assumptions is not exhaustive. Other events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward-looking statements contained in this press release. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
Forward-looking statements contained herein are made as of the date of this press release and the Company disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or results or otherwise, except as and to the extent required by applicable securities laws.
CAUTIONARY NOTES REGARDING MINERAL RESOURCE AND MINERAL RESERVE ESTIMATES
Unless otherwise indicated, all reserve and resource estimates included in this press release and the documents incorporated by reference herein have been prepared in accordance with 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) — CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (the “CIM Standards”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Canadian standards, including NI 43-101, differ significantly from the requirements of the United States Securities and Exchange Commission (the “SEC”), and reserve and resource information included herein may not be comparable to similar information disclosed by U.S. companies. In particular, and without limiting the generality of the foregoing, this press release and the documents incorporated by reference herein use the terms “measured resources,” “indicated resources” and “inferred resources” as defined in accordance with NI 43-101 and the CIM Standards.
Further to recent amendments, mineral property disclosure requirements in the United States (the “U.S. Rules”) are governed by subpart 1300 of Regulation S-K of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) which differ from the CIM Standards. As a foreign private issuer that is eligible to file reports with the SEC pursuant to the multi-jurisdictional disclosure system (the “MJDS”), Ero is not required to provide disclosure on its mineral properties under the U.S. Rules and will continue to provide disclosure under NI 43-101 and the CIM Standards. If Ero ceases to be a foreign private issuer or loses its eligibility to file its annual report on Form 40-F pursuant to the MJDS, then Ero will be subject to the U.S. Rules, which differ from the requirements of NI 43-101 and the CIM Standards.
Pursuant to the new U.S. Rules, the SEC recognizes estimates of “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources.” In addition, the definitions of “proven mineral reserves” and “probable mineral reserves” under the U.S. Rules are now “substantially similar” to the corresponding standards under NI 43-101. Mineralization described using these terms has a greater amount of uncertainty as to its existence and feasibility than mineralization that has been characterized as reserves. Accordingly, U.S. investors are cautioned not to assume that any measured mineral resources, indicated mineral resources, or inferred mineral resources that Ero reports are or will be economically or legally mineable. Further, “inferred mineral resources” have a greater amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Under Canadian securities laws, estimates of “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies, except in rare cases. While the above terms under the U.S. Rules are “substantially similar” to the standards under NI 43-101 and CIM Standards, there are differences in the definitions under the U.S. Rules and CIM Standards. Accordingly, there is no assurance any mineral reserves or mineral resources that Ero may report as “proven mineral reserves”, “probable mineral reserves”, “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had Ero prepared the reserve or resource estimates under the standards adopted under the U.S. Rules.
18 | Ero Copper Corp | ||||
625 Howe Street | Suite 1050 | Vancouver | BC | V6C 2T6 | Canada | |||||