OR Royalties Inc 6-K, filed Feb 20, 2020
OR Royalties Inc. (OR)
About this 6-K
OR Royalties Inc filed this 6-K on February 20, 2020.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2020
Commission File Number: 001-37814
OSISKO GOLD ROYALTIESLTD (Translation of registrant's name into English)
1100 Avenue des Canadiens-de-Montréal, Suite 300,Montréal, Qc H3B 2S2 (Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
[ ] Form 20-F [X] 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): [ ]
SUBMITTED HEREWITH
Exhibits
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.
| OSISKO GOLD ROYALTIES LTD | ||
|---|---|---|
| (Registrant) | ||
| Date: February 19, 2020 | By: | /s/<br> Sandeep Singh |
| --- | --- | --- |
| Sandeep Singh | ||
| Title: | President |
Osisko Gold Royalties Ltd.: Exhibit 99.1 - Filed by newsfilecorp.com

OSISKO GOLD ROYALTIES LTD
. . . . . . . . . . . . . . . . . .
Consolidated Financial Statements
For the years
ended
December 31, 2019 and 2018
Osisko Gold Royalties LtdConsolidated Financial Statements
Management's Report on Internal Control over Financial Reporting
Osisko Gold Royalties Ltd's (the "Company's") management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (United States), as amended.
The Company's management assessed the effectiveness of the Company's internal control over financial reporting as at December 31, 2019. The Company's management conducted an evaluation of the Company's internal control over financial reporting based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the Company's management's assessment, the Company's internal control over financial reporting is effective as at December 31, 2019.
On November 21, 2019, the Company completed its acquisition of Barkerville Gold Mines Ltd. ("Barkerville"). Accordingly, the acquired assets and liabilities of Barkerville are included in our consolidated balance sheet as at December 31, 2019 and the results of its operations and cash flows are reported in our consolidated statements of loss and cash flows from November 21, 2019 to December 31, 2019. We have elected to exclude Barkerville from the Company's assessment of internal control over financial reporting as of December 31, 2019. Barkerville represented approximately 9.9% of the consolidation total assets and had no revenues for the year ended December 31, 2019.
The effectiveness of the Company's internal control over financial reporting as at December 31, 2019 has been audited by PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, as stated in their report which is located on the next pages.
| (signed) Sean Roosen, Chief Executive Officer | (signed) Elif Lévesque, Chief Financial Officer |
|---|
February 19, 2020

Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Osisko Gold Royalties Ltd
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Osisko Gold Royalties Ltd and its subsidiaries (together, the Company) as of December 31, 2019 and 2018, and the related consolidated statements of loss, comprehensive loss, cash flows and changes in equity for the years then ended, including the related notes (collectively referred to as the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, 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. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, 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 Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements 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.
PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l.
1250 René-Lévesque Boulevard West, Suite 2500, Montréal, Quebec, Canada H3B 4Y1 T: +1 514 205 5000, F: +1 514 876 1502, www.pwc.com/ca
“PwC” refers to PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l., an Ontario limited liability partnership.

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. 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 audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
As described in Management's Report on Internal Control over Financial Reporting, management has excluded Barkerville Gold Mines Ltd. from its assessment of internal control over financial reporting as of December 31, 2019, because it was acquired by the Company during the year ended December 31, 2019. We have also excluded Barkerville Gold Mines Ltd. from our audit of internal control over financial reporting. Barkerville Gold Mines Ltd. is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 9.9% and 0%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2019.
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 (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) 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 (iii) 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.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Assessment of impairment indicators of royalty, stream and other interests
As described in Notes 4, 6 and 14 to the consolidated financial statements, the Company’s royalty, stream and other interests carrying amount was $1,130.5 million as of December 31, 2019. Management assesses at each reporting date whether there are indicators that the carrying amount may not be recoverable which give rise to the requirement to conduct a formal impairment test. Impairment is assessed at the cash- generating unit (CGU) level, which is usually at the individual royalty, stream and other interest level for each property from which cash inflows are generated. Management uses judgement when assessing whether there are indicators of impairment, including a significant reduction in mineral reserve and resources, significant negative industry or economic trends, significantly lower production than expected, a significant drop in current or forecast commodity prices and other relevant operator and financial information.
The principal considerations for our determination that performing procedures relating to the assessment of impairment indicators of royalty, stream and other interests is a critical audit matter are (i) there was judgement by management when assessing whether there were indicators of impairment which would require a formal impairment test to be performed; which in turn led to (ii) a high degree of auditor judgement, subjectivity and effort in performing procedures to evaluate audit evidence relating to management’s assessment of impairment indicators, including a significant reduction in mineral reserve and resources, significant negative industry or economic trends, significantly lower production than expected, a significant drop in current or forecast commodity prices and other relevant operator and financial information.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s assessment of impairment indicators of royalty, stream and other interests. These procedures also included, among others, evaluating the reasonableness of management’s assessment of impairment indicators for a sample of royalty, stream and other interests, including a significant reduction in mineral reserve and resources, significant negative industry or economic trends, significantly lower production than expected, a significant drop in current or forecast commodity prices and other relevant operator and financial information by considering (i) the current and past performance of royalty, stream and other interests; (ii) the consistency with external market and industry data; (iii) the publicly disclosed information by operators of royalty, stream and other interests; and (iv) whether management’s assessment of impairment indicators of royalty, stream and other interests was consistent with evidence obtained in other areas of the audit.
Impairment of royalty, stream and other interests – Renard diamond stream
As described in Notes 4, 6 and 14 to the consolidated financial statements, the Company’s royalty, stream and other interests carrying amount was $1,130.5 million as of December 31, 2019. In March 2019, the operator of the Renard diamond mine announced a significant impairment charge on its Renard diamond mine reflecting an outlook of lower than expected diamond pricing. Further, in September 2019, the operator of the Renard diamond mine announced that it had applied to the Superior Court of Québec (Commercial Division) for protection under the Companies’ Creditors Arrangement Act (CCAA) in order to restructure its business and financial affairs. These were considered indicators of impairment among other facts and circumstances and, accordingly, management performed two impairment tests of the Renard diamond stream during 2019. An impairment loss is recognized for the amount by which the

CGU’s carrying amount exceeds its recoverable amount. On September 30, 2019, the Company wrote down the Renard diamond stream to its recoverable amount of $70.2 million which resulted in a cumulative impairment charge of $86.1 million for the year ended December 31, 2019. For each impairment test, management estimated the recoverable amount as fair value less cost of disposal using a discounted cash-flows approach. Management used significant judgement and assumptions when estimating cash flow projections for the Renard diamond stream, including expected sale of diamonds from the Renard diamond stream over the estimated life of the Renard diamond mine, based on expected long-term diamond prices and discount rates.
The principal considerations for our determination that performing procedures relating to the impairment of the Company’s Renard diamond stream is a critical audit matter are (i) there was significant judgement by management when developing the recoverable amount estimates of the Renard diamond stream; which in turn led to (ii) a high degree of auditor judgement, subjectivity and effort in performing procedures to evaluate the reasonability of management’s cash flow projections for the Renard diamond stream and significant assumptions, including expected sale of diamonds from the Renard diamond stream over the estimated life of the Renard diamond mine, based on expected long-term diamond prices and discount rates. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s recoverable amount estimates of the Company’s Renard diamond stream, including controls over the significant assumptions used in the recoverable amount estimates. These procedures also included, among others, (i) testing management’s process for developing the recoverable amount estimates of the Renard diamond stream; (ii) evaluating the appropriateness of the discounted cash flow models; testing the completeness, accuracy and relevance of underlying data used in the models; and evaluating the reasonableness of significant assumptions used by management. Evaluating the reasonableness of the significant assumptions used by management related to expected sale of diamonds from the Renard diamond stream over the estimated life of the Renard diamond mine, based on expected long-term diamond prices involved considering the current and past performance of the Renard diamond mine, consistency with external market and industry data, information provided by the operator of the Renard diamond mine, whether these assumptions were consistent with evidence obtained in other areas of the audit and by performing sensitivity analyses. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow models and certain significant assumptions, such as the discount rates.
Impairment of royalty, stream and other interests – Amulsar stream and offtake
As described in Notes 4, 6 and 14 to the consolidated financial statements, the Company’s royalty, stream and other interests carrying amount was $1,130.5 million as of December 31, 2019. As of December 31, 2019, the Company wrote down the Amulsar stream and offtake to its recoverable amount of $29.0 million which resulted in a cumulative impairment charge of $79.8 million for the year ended December 31, 2019. In September 2019, the operator of the Amulsar mine announced a delay in the timing of the construction activities, expected first gold pour and ramp up to full production as a result of the 15-month blockade on construction as well as changes to the expected life of mine and annual production for the Amulsar project. Further, in December 2019, the operator of the Amulsar mine announced that it had applied to the

Ontario Superior Court of Justice for protection under the CCAA in order to restructure its business and financial affairs. These were considered indicators of impairment among other facts and circumstances and, accordingly, management performed two impairment tests of the Amulsar stream and offtake during 2019. An impairment loss is recognized for the amount by which the CGU’s carrying amount exceeds its recoverable amount. For each impairment test, management estimated the recoverable amount as fair value less cost of disposal using a discounted cash-flows approach. Management used significant judgement and assumptions when estimating cash flow projections for the Amulsar stream and offtake, including expected sale of gold and silver from the Amulsar stream and offtake over the estimated life of the Amulsar mine, based on expected long-term gold and silver prices and discount rates, and in addition for the second impairment test, management used significant assumptions with respect to the potential amendment of the Amulsar stream agreement resulting from probability weighted exit scenarios from the CCAA process.
The principal considerations for our determination that performing procedures relating to the impairment of the Company’s Amulsar stream and offtake is a critical audit matter are (i) there was significant judgement by management, including the use of specialists, when developing the recoverable amount estimates of the Amulsar stream and offtake; which in turn led to (ii) a high degree of auditor judgement, subjectivity and effort in performing procedures to evaluate the reasonability of management’s cash flow projections for the Amulsar stream and offtake and significant assumptions, including expected sale of gold and silver from the Amulsar stream and offtake over the estimated life of the Amulsar mine, based on expected long-term gold and silver prices, discount rates, and the potential amendment of the Amulsar stream agreement resulting from probability weighted exit scenarios from the CCAA process. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s recoverable amount estimates of the Company’s Amulsar stream and offtake, including controls over the significant assumptions used in the recoverable amount estimates. These procedures also included, among others, (i) testing management’s process for developing the recoverable amount estimates of the Amulsar stream and offtake; (ii) evaluating the appropriateness of the discounted cash flow models; testing the completeness, accuracy and relevance of underlying data used in the models; and evaluating the reasonableness of significant assumptions used by management. The work of management’s specialists was used in performing the procedures to evaluate the reasonableness of the estimated life of the Amulsar mine. As a basis for using this work, the specialists’ qualifications and objectivity were understood, as well as their methods and assumptions. The procedures performed also included an evaluation of their conclusions. Evaluating the reasonableness of the significant assumptions used by management related to the expected sale of gold and silver from the Amulsar stream and offtake over the estimated life of the Amulsar mine, based on expected long-term gold and silver prices involved considering the recent developments related to the construction of the Amulsar mine, consistency with external market and industry data, information provided by the operator of the Amulsar mine, whether these assumptions were consistent with evidence obtained in other areas of the audit and by performing sensitivity analyses. Evaluating the reasonableness of the significant assumption used by management related to the potential amendment of the Amulsar stream agreement resulting from probability weighted exit scenarios from the CCAA process involved reviewing correspondence between

the Company and the operator advisor. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow models and certain significant assumptions, such as the discount rates.
Impairment of royalty, stream and other interests – Éléonore net smelter return (NSR) royalty
As described in Notes 4, 6 and 14 to the consolidated financial statements, the Company’s royalty, stream and other interests carrying amount was $1,130.5 million as of December 31, 2019. As of December 31, 2019, the Company wrote down the Éléonore NSR royalty to its recoverable amount of $101.3 million which resulted in an impairment charge of $27.2 million for the year ended December 31, 2019. In February 2020, the operator of the Éléonore gold mine announced that it has updated its mineral reserves and resources estimate for the Éléonore mine as of December 31, 2019. As a result of the update, mineral reserves and resources decreased by 50%. This was considered an indicator of impairment among other facts and circumstances and, accordingly, management performed an impairment test of the Éléonore NSR royalty. An impairment loss is recognized for the amount by which the CGU’s carrying amount exceeds its recoverable amount. For the impairment test, management estimated the recoverable amount as fair value less cost of disposal using a discounted cash-flows approach. Management used significant judgement and assumptions when estimating cash flow projections for the Éléonore NSR royalty, including expected sale of gold received from the Éléonore NSR royalty, based on the long-term annual gold production over the estimated life of the Éléonore mine, expected long-term gold price, mineral reserves and resources and the discount rate.
The principal considerations for our determination that performing procedures relating to the impairment of the Company’s Éléonore NSR royalty is a critical audit matter are (i) there was significant judgement by management, including the use of specialists, when developing the recoverable amount estimate of the Éléonore NSR royalty; which in turn led to (ii) a high degree of auditor judgement, subjectivity and effort in performing procedures to evaluate the reasonability of management’s cash flow projections for the Éléonore NSR royalty and significant assumptions, including expected sale of gold received from the Éléonore NSR royalty, based on the long-term annual gold production over the estimated life of the Éléonore mine, expected long-term gold price, mineral reserves and resources and the discount rate. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s recoverable amount estimate of the Company’s Éléonore NSR royalty, including controls over the significant assumptions used in the recoverable amount estimate. These procedures also included, among others, (i) testing management’s process for developing the recoverable amount estimate of the Éléonore NSR royalty; (ii) evaluating the appropriateness of the discounted cash flow model; testing the completeness, accuracy and relevance of underlying data used in the model; and evaluating the reasonableness of significant assumptions used by management. The work of management’s specialists was used in performing the procedures to evaluate the reasonableness of the mineral reserves and resources. As a basis for using this work, the specialists’ qualifications and objectivity were understood, as well as their methods and assumptions. The procedures performed also included an evaluation of their conclusions. Evaluating the reasonableness of the significant assumptions used by management related to the expected sale of gold received from the

Éléonore NSR royalty, based on the long-term annual gold production over the estimated life of the Éléonore mine, expected long-term gold price and mineral reserves and resources involved considering the current and past performance of the Éléonore mine, consistency with external market and industry data, information provided by the operator of the Éléonore mine, whether these assumptions were consistent with evidence obtained in other areas of the audit and by performing sensitivity analyses. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow model and certain significant assumptions, such as the discount rate.
Impairment of exploration and evaluation assets – Coulon zinc project
As described in Notes 4, 6 and 16 to the consolidated financial statements, the Company’s exploration and evaluation assets carrying amount was $42.9 million as of December 31, 2019. As of December 31, 2019, the Company wrote down the exploration and evaluation asset related to the Coulon zinc project (Coulon zinc project) to its recoverable amount of $10.0 million which resulted in an impairment charge of $50.0 million for the year ended December 31, 2019. In 2019, management determined that further exploration and evaluation expenditures are no longer planned in the near term and that the carrying amount of the asset is unlikely to be recovered in full from a sale of the project at the current time. This was considered an indicator of impairment among other facts and circumstances and, accordingly, management performed an impairment test of the Coulon zinc project. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. Management used judgement and assumptions when estimating the recoverable amount as fair value less cost of disposal using a market approach, based on a dollar value per thousand pounds of mineral reserve/resource of zinc equivalent for comparable sales transactions realized.
The principal considerations for our determination that performing procedures relating to the impairment of the Company’s Coulon zinc project is a critical audit matter are (i) there was judgement by management when developing the recoverable amount estimate of the Coulon zinc project; which in turn led to (ii) a high degree of auditor judgement, subjectivity and effort in performing procedures to evaluate the reasonability of management’s recoverable amount estimate for the Coulon zinc project and assumptions, including a dollar value per thousand pounds of mineral reserve/resource of zinc equivalent for comparable sales transactions realized. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s recoverable amount estimate of the Company’s Coulon zinc project, including controls over the assumptions used in the recoverable amount estimate. These procedures also included, among others, (i) testing management’s process for developing the recoverable amount estimate of the Coulon zinc project; (ii) evaluating the appropriateness of the market approach; and evaluating the reasonableness of assumptions used by management, including a dollar value per thousand pounds of mineral reserve/resource of zinc equivalent for comparable sales transactions realized. Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of the assumptions used by management related to the dollar value per thousand pounds of mineral reserve/resource of zinc equivalent for comparable sales transactions realized by comparing this value to external market and industry data for comparable sales transactions realized.

/s/ PricewaterhouseCoopers LLP^1^
Montréal, Canada
February 19, 2020
We have served as the Company’s auditor since 2006.
1 CPA auditor, CA, public accountancy permit No. A123475
| Osisko Gold Royalties Ltd | |||||
|---|---|---|---|---|---|
| Consolidated Balance Sheets | |||||
| As at December 31, 2019 and 2018 | |||||
| (tabular amounts expressed in thousands of Canadian dollars) | |||||
| **** | **** | **** | December 31, | December 31, | |
| --- | --- | --- | --- | --- | |
| **** | **** | 2019 | 2018 | ||
| **** | Notes | $ | |||
| **** | |||||
| Assets | |||||
| **** | |||||
| Current assets | |||||
| **** | |||||
| Cash | 8 | 108,223 | 174,265 | ||
| Short-term investments | 9 | 20,704 | 10,000 | ||
| Amounts receivable | 10 | 6,330 | 12,321 | ||
| Other assets | 11 | 5,172 | 1,015 | ||
| 140,429 | 197,601 | ||||
| Non-current assets | |||||
| Investments in associates | 12 | 103,640 | 304,911 | ||
| Other investments | 13 | 67,886 | 109,603 | ||
| Royalty, stream and other interests | 14 | 1,130,512 | 1,414,668 | ||
| Mining interests and plant and equipment | 15 | 343,693 | 189 | ||
| Exploration and evaluation | 16 | 42,949 | 95,002 | ||
| Goodwill | 17 | 111,204 | 111,204 | ||
| Other assets | 11 | 6,940 | 1,468 | ||
| 1,947,253 | 2,234,646 | ||||
| **** | |||||
| Liabilities | |||||
| **** | |||||
| Current liabilities | |||||
| Accounts payable and accrued liabilities | 18 | 18,772 | 11,732 | ||
| Dividends payable | 21 | 7,874 | 7,779 | ||
| Provisions and other liabilities | 19 | 1,289 | 3,494 | ||
| 27,935 | 23,005 | ||||
| Non-current liabilities | |||||
| **** | |||||
| Long-term debt | 20 | 349,042 | 352,769 | ||
| Provisions and other liabilities | 19 | 29,365 | - | ||
| Deferred income taxes | 24 | 47,465 | 87,277 | ||
| 453,807 | 463,051 | ||||
| Equity | |||||
| Share capital | 21 | 1,656,350 | 1,609,162 | ||
| Warrants | 22 | 18,072 | 30,901 | ||
| Contributed surplus | 37,642 | 21,230 | |||
| Equity component of convertible debentures | 20 | 17,601 | 17,601 | ||
| Accumulated other comprehensive income | 13,469 | 23,499 | |||
| Retained earnings (deficit) | (249,688 | ) | 69,202 | ||
| 1,493,446 | 1,771,595 | ||||
| 1,947,253 | 2,234,646 |
All values are in US Dollars.
APPROVED ON BEHALF OF THE BOARD
| (signed) Sean Roosen, Director | (signed) Joanne Ferstman, Director | ||||
|---|---|---|---|---|---|
| The notes are an integral part of these consolidated financial statements. | |||||
| --- | |||||
| Osisko Gold Royalties Ltd | |||||
| --- | |||||
| Consolidated Statements of Loss | |||||
| For the years ended December 31, 2019 and 2018 | |||||
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) | |||||
| **** | **** | **** | |||
| --- | --- | --- | --- | --- | --- |
| **** | **** | 2019 | 2018 | ||
| **** | Notes | ||||
| **** | |||||
| Revenues | 25 | 392,599 | 490,472 | ||
| **** | |||||
| Cost of sales | 25 | (262,881 | ) | (371,305 | ) |
| Depletion of royalty, stream and other interests | 14 | (47,009 | ) | (52,612 | ) |
| Gross profit | **** | 82,709 | 66,555 | ||
| **** | |||||
| Other operating expenses | |||||
| General and administrative | 25 | (23,682 | ) | (18,156 | ) |
| Business development | 25 | (6,122 | ) | (4,525 | ) |
| Exploration and evaluation, net of tax credits | 25 | (191 | ) | (183 | ) |
| Gain on disposal of stream and offtake interests | 14 | 7,636 | 9,094 | ||
| Impairment of assets | 14,16 | (243,576 | ) | (166,316 | ) |
| Operating loss | **** | (183,226 | ) | (113,531 | ) |
| Interest and dividend income | 4,632 | 4,756 | |||
| Finance costs | (23,548 | ) | (25,999 | ) | |
| Foreign exchange gain (loss) | (1,859 | ) | 454 | ||
| Share of loss of associates | 12 | (22,209 | ) | (9,013 | ) |
| Other gains (losses), net | 25 | (48,385 | ) | 2,598 | |
| Loss before income taxes | (274,595 | ) | (140,735 | ) | |
| Income tax recovery | 24 | 40,400 | 35,148 | ||
| Net loss | (234,195 | ) | (105,587 | ) | |
| Net loss per share | 27 | ||||
| Basic and diluted | (1.55 | ) | (0.67 | ) |
All values are in US Dollars.
| The notes are an integral part of these consolidated financial statements. | ||||
|---|---|---|---|---|
| Osisko Gold Royalties Ltd | ||||
| --- | ||||
| Consolidated Statements of Comprehensive Loss | ||||
| For the years ended December 31, 2019 and 2018 | ||||
| (tabular amounts expressed in thousands of Canadian dollars) | ||||
| **** | 2019 | 2018 | ||
| --- | --- | --- | ||
| **** | ||||
| **** | **** | **** | ||
| **** | **** | **** | ||
| Net loss | (234,195 | ) | (105,587 | ) |
| **** | ||||
| Other comprehensive income (loss) | ||||
| Items that will not be reclassified to the consolidated statement of loss | ||||
| Changes in fair value of financial assets at fair value through <br>comprehensive income | 13,285 | (29,773 | ) | |
| Income tax effect | (1,728 | ) | 3,926 | |
| Share of other comprehensive income (loss) of associates | (352 | ) | 433 | |
| Items that may be reclassified to the consolidated statement of loss | ||||
| Currency translation adjustments | (29,164 | ) | 60,305 | |
| Disposal of an investment in an associate | ||||
| Reclassification to the statements of loss <br> of the other comprehensive loss | 695 | - | ||
| Income tax effect | (92 | ) | - | |
| Other comprehensive income (loss) | (17,356 | ) | 34,891 | |
| Comprehensive loss | (251,551 | ) | (70,696 | ) |
All values are in US Dollars.
| Osisko Gold Royalties Ltd | |||||
|---|---|---|---|---|---|
| Consolidated Statements of Cash Flows | |||||
| For the years ended December 31, 2019 and 2018 | |||||
| (tabular amounts expressed in thousands of Canadian dollars) | |||||
| **** | **** | 2019 | 2018 | ||
| --- | --- | --- | --- | ||
| **** | Notes | ||||
| **** | |||||
| Operating activities | |||||
| Net loss | (234,195 | ) | (105,587 | ) | |
| Adjustments for: | |||||
| Share-based compensation | 8,320 | 5,791 | |||
| Depletion and amortization | 48,270 | 52,786 | |||
| Finance costs | 7,161 | 6,864 | |||
| Gain on disposal of stream and offtake interests | 14 | (7,636 | ) | (9,094 | ) |
| Impairment of assets | 14,16 | 248,300 | 166,316 | ||
| Impairment of an investment in associate | 12 | 12,500 | |||
| Share of loss of associates | 22,209 | 9,013 | |||
| Net gain on acquisition of investments | (1,006 | ) | (1,934 | ) | |
| Net loss (gain) on disposal of investments | 7 | 27,391 | (6,956 | ) | |
| Net loss (gain) on dilution of investments in associates | 3,687 | (1,545 | ) | ||
| Change in fair value of financial assets at fair value through profit and loss | 1,089 | 7,837 | |||
| Deferred income tax recovery | (41,197 | ) | (35,970 | ) | |
| Foreign exchange loss | 1,901 | 179 | |||
| Settlement of deferred and restricted share units | (589 | ) | (3,117 | ) | |
| Other | 173 | 194 | |||
| Net cash flows provided by operating activities<br> before changes in non-cash working capital items | 96,378 | 84,777 | |||
| Changes in non-cash working capital items | 28 | (4,780 | ) | (2,619 | ) |
| Net cash flows provided by operating activities | 91,598 | 82,158 | |||
| **** | |||||
| Investing activities | |||||
| Acquisition of short-term investments | (39,597 | ) | (10,000 | ) | |
| Cash acquired through the acquisition of Barkerville | 7 | 8,312 | - | ||
| Transaction fees paid on acquisition of Barkerville | 7 | (1,513 | ) | - | |
| Acquisition of investments | (62,815 | ) | (104,746 | ) | |
| Proceeds on disposal of investments | 130,128 | 27,043 | |||
| Acquisition of royalty and stream interests | (77,814 | ) | (141,101 | ) | |
| Proceeds on sale of royalty and stream interests | 57,016 | 159,383 | |||
| Mining interests and plant and equipment | (6,321 | ) | (105 | ) | |
| Exploration and evaluation tax credits, net of expenses | 166 | 3,891 | |||
| Net cash flows provided by (used in) investing activities | 7,562 | (65,635 | ) | ||
| **** | |||||
| Financing activities | |||||
| Exercise of share options and shares issued under the share purchase plan | 21,783 | 358 | |||
| Increase in long-term debt | 19,772 | - | |||
| Repayment of long-term debt | (30,000 | ) | (123,475 | ) | |
| Common shares acquired and cancelled through a share repurchase | (129,486 | ) | - | ||
| Normal course issuer bid purchase of common shares | (13,533 | ) | (31,243 | ) | |
| Dividends paid | (27,455 | ) | (27,809 | ) | |
| Other | (2,991 | ) | (977 | ) | |
| Net cash flows used in financing activities | (161,910 | ) | (183,146 | ) | |
| Decrease in cash before effects of exchange rate changes on cash | (62,750 | ) | (166,623 | ) | |
| Effects of exchange rate changes on cash | (3,292 | ) | 7,183 | ||
| Decrease in cash | (66,042 | ) | (159,440 | ) | |
| Cash - January 1 | 174,265 | 333,705 | |||
| Cash - December 31 | 8 | 108,223 | 174,265 |
All values are in US Dollars.
Additional information related to the consolidated statements of cash flows is presented in Note 26.
| Osisko Gold Royalties Ltd | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated Statement of Changes in Equity | ||||||||||||||||
| For the year ended December 31, 2019 | ||||||||||||||||
| (tabular amounts expressed in thousands of Canadian dollars) | ||||||||||||||||
| **** | Number of | Equity | Accumulated | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| common | Warrants | **** | component of | other | Retained | **** | ||||||||||
| shares | Share | Contributed | convertible | comprehensive | earnings | **** | ||||||||||
| Notes | outstanding | capital | surplus | debentures | income(i) | (deficit) | Total | |||||||||
| $ | ||||||||||||||||
| Balance - January 1, 2019 | **** | 155,443,351 | 1,609,162 | 30,901 | 21,230 | 17,601 | 23,499 | 69,202 | 1,771,595 | |||||||
| Adoption of IFRS 16 | 4 | - | - | - | - | - | - | (383 | ) | (383 | ) | |||||
| Net loss | - | - | - | - | - | - | (234,195 | ) | (234,195 | ) | ||||||
| Other comprehensive loss | - | - | - | - | - | (17,356 | ) | - | (17,356 | ) | ||||||
| Comprehensive loss | - | - | - | - | - | (17,356 | ) | (234,195 | ) | (251,551 | ) | |||||
| Acquisition of Barkerville | 7 | 13,560,832 | 160,564 | - | 1,912 | - | - | - | 162,476 | |||||||
| Deemed repurchase of shares held by an associate | (517,409 | ) | (6,100 | ) | - | - | - | - | - | (6,100 | ) | |||||
| Dividends declared | 21 | - | - | - | - | - | - | (29,977 | ) | (29,977 | ) | |||||
| Shares issued - Dividends reinvestment plan | 198,609 | 2,427 | - | - | - | - | - | 2,427 | ||||||||
| Shares issued - Employee share purchase plan | 34,550 | 466 | - | - | - | - | - | 466 | ||||||||
| Share options: | ^^ | |||||||||||||||
| Shared-based compensation | - | - | - | 2,899 | - | - | - | 2,899 | ||||||||
| Exercised | 1,355,531 | 25,119 | - | (5,343 | ) | - | - | - | 19,776 | |||||||
| Replacement share options exercised | 148,984 | 2,632 | - | (917 | ) | - | - | - | 1,715 | |||||||
| Restricted share units to be settled in common shares: | ||||||||||||||||
| Share-based compensation | - | - | - | 4,059 | - | - | - | 4,059 | ||||||||
| Settlement | 89,246 | 874 | - | (1,872 | ) | - | - | (346 | ) | (1,344 | ) | |||||
| Income tax impact | - | - | - | (57 | ) | - | - | - | (57 | ) | ||||||
| Deferred share units to be settled in common shares: | 23 | |||||||||||||||
| Transfer of units from cash-settled to equity-settled | - | - | - | 3,722 | - | - | - | 3,722 | ||||||||
| Share-based compensation | - | - | - | 545 | - | - | - | 545 | ||||||||
| Settlement | 7,875 | 104 | - | (222 | ) | - | - | - | (118 | ) | ||||||
| Income tax impact | - | - | - | (50 | ) | - | - | - | (50 | ) | ||||||
| Normal course issuer bid purchase of common shares | 21 | (983,900 | ) | (10,198 | ) | - | - | - | - | (1,633 | ) | (11,831 | ) | |||
| Common shares acquired and cancelled through a share repurchase | 21 | (12,385,717 | ) | (128,516 | ) | - | (1,093 | ) | - | - | (45,030 | ) | (174,639 | ) | ||
| Issue costs, net of income taxes of 0.1 million | - | (184 | ) | - | - | - | - | - | (184 | ) | ||||||
| Warrants expired | 22 | - | - | (12,829 | ) | 12,829 | - | - | - | - | ||||||
| Transfer of realized gain on financial assets at fair value through other comprehensive income | - | - | - | - | - | 7,326 | (7,326 | ) | - | |||||||
| Balance - December 31, 2019(ii) | **** | 156,951,952 | 1,656,350 | 18,072 | 37,642 | 17,601 | 13,469 | (249,688 | ) | 1,493,446 |
All values are in US Dollars.
(i) As at December 31, 2019, accumulated other comprehensive income comprises items that will not be recycled to the consolidated statement of loss amounting to ($19.2 million) and items that may be recycled to the consolidated statement of loss amounting to $32.7 million.
(ii) As at December 31, 2019, there are 157,469,361 common shares issued, of which 517,409 are deemed to have been repurchased given that one of the Company's associates owns some the Company's common shares.
| Osisko Gold Royalties Ltd | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated Statement of Changes in Equity | ||||||||||||||||
| For the year ended December 31, 2018 | ||||||||||||||||
| (tabular amounts expressed in thousands of Canadian dollars) | ||||||||||||||||
| Number of | Equity | Accumulated | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| common | **** | component of | other | ^****^ | **** | |||||||||||
| shares | Share | Contributed | convertible | comprehensive | Retained | **** | ||||||||||
| Notes | outstanding | capital | Warrants | surplus | debentures | income (loss)(i) | earnings | Total | ||||||||
| $ | $ | |||||||||||||||
| Balance - January 1, 2018 | **** | 157,797,193 | 1,633,013 | 30,901 | 13,265 | 17,601 | (2,878 | ) | 202,503 | 1,894,405 | ||||||
| Net loss | - | - | - | - | - | - | (105,587 | ) | (105,587 | ) | ||||||
| Other comprehensive income | - | - | - | - | - | 34,891 | - | 34,891 | ||||||||
| Comprehensive income (loss) | - | - | - | - | - | 34,891 | (105,587 | ) | (70,696 | ) | ||||||
| Dividends declared | 21 | - | - | - | - | - | - | (31,213 | ) | (31,213 | ) | |||||
| Shares issued - Dividends reinvestment plan | 310,492 | 3,516 | - | - | - | - | - | 3,516 | ||||||||
| Shares issued - Employee share purchase plan | 42,735 | 513 | - | - | - | - | - | 513 | ||||||||
| Share options: | ^^ | |||||||||||||||
| Shared-based compensation | - | - | - | 3,106 | - | - | - | 3,106 | ||||||||
| Replacement share options: | ||||||||||||||||
| Fair value of options exercised | - | 13 | - | (13 | ) | - | - | - | - | |||||||
| Proceeds from exercise of options | 2,710 | 38 | - | - | - | - | - | 38 | ||||||||
| Restricted share units to be settled in common shares: | 23 | |||||||||||||||
| Units granted as payment of a 2017 bonus | - | - | - | 990 | - | - | - | 990 | ||||||||
| Transfer of units from cash-settled to equity-settled | - | - | - | 2,426 | - | - | - | 2,426 | ||||||||
| Share-based compensation | - | - | - | 1,316 | - | - | - | 1,316 | ||||||||
| Income tax impact | - | - | - | 140 | - | - | - | 140 | ||||||||
| Normal course issuer bid purchase of common shares | 21 | (2,709,779 | ) | (27,931 | ) | - | - | - | - | (5,015 | ) | (32,946 | ) | |||
| Transfer of realized gain on financial assets at fair value through other<br> comprehensive income (loss) | - | - | - | - | - | (8,514 | ) | 8,514 | - | |||||||
| Balance - December 31, 2018 | **** | 155,443,351 | 1,609,162 | 30,901 | 21,230 | 17,601 | 23,499 | 69,202 | 1,771,595 |
All values are in US Dollars.
(i) As at December 31, 2018, accumulated other comprehensive income comprises items that will not be recycled to the consolidated statement of loss amounting to ($37.6 million) and items that may be recycled to the consolidated statement of loss amounting to $61.1 million.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
1. Nature of activities
Osisko Gold Royalties Ltd and its subsidiaries (together "Osisko" or the "Company") are engaged in the business of acquiring and managing precious metal and other high-quality royalties, streams and similar interests in Canada and worldwide. Osisko is a public company traded on the Toronto Stock Exchange and the New York Stock Exchange constituted under the Business Corporations Act (Québec) and is domiciled in the Province of Québec, Canada. The address of its registered office is 1100, avenue des Canadiens-de-Montréal, Suite 300, Montréal, Québec.
The Company owns a portfolio of royalties, streams, offtakes, options on royalty/stream financings and exclusive rights to participate in future royalty/stream financings on various projects mainly in Canada. The cornerstone asset is a 5% net smelter return ("NSR") royalty on the Canadian Malartic mine, located in Canada. In addition, the Company owns the Cariboo gold project in Canada and invests in equities of exploration and development companies.
2. Basis of presentation
The accompanying consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The accounting policies, methods of computation and presentation applied in these consolidated financial statements are consistent with those of the previous financial year, except for the adoption of new accounting standards as further described in Note 3.
The Board of Directors approved the audited consolidated financial statements for issue on February 19, 2020.
3. New accounting standards
Amendments to IFRS 3 Business Combinations
On October 22, 2018, the IASB issued amendments to the guidance in IFRS 3 Business Combinations. Under the amendments, the definition of a business is amended and requires an acquisition to include an input and a substantive process that together significantly contribute to the ability to create outputs. The definition of the term "outputs" is also amended to focus on goods and services provided to customers, generating investment income and other income, and it excludes returns in the form of lower costs and other economic benefits. IFRS 3 also introduces an optional fair value concentration test. The amendments, which were effective at the latest for acquisitions completed by the Company after January 1, 2020, were early adopted on January 1, 2019.
IFRS 16 Leases
On January 1, 2019, the Company adopted IFRS 16 Leases. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract, which is the customer ("lessee") and the supplier ("lessor"). IFRS 16 replaces IAS 17 Leases, and related interpretations. All leases result in the lessee obtaining the right to use an asset at the start of the lease and incurring a financing obligation corresponding to the lease payments to be made over time. Accordingly, for lessees, IFRS 16 eliminates the classification of leases as either operating leases or finance leases as was required by IAS 17 and, instead, introduces a single lessee accounting model.
Applying that model, a lessee is required to recognize:
i) assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value; and
ii) amortization of lease assets separately from interest on lease liabilities in the statement of loss.
Management has reviewed all of the Company's leasing arrangements in light of the requirements of IFRS 16. The standard affects primarily the accounting for the Company's operating leases.
The Company applied the simplified transition approach and, consequently, did not restate comparative figures for 2018. Right-of-use assets and related lease liabilities were recognized on January 1, 2019 for non-cancellable operating lease commitments that amounted to $13.0 million.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
3. New accounting standards (continued)
IFRS 16 Leases (continued)
The Company applies the exceptions for short-term leases and, as such, short-term leases for which commitments amounted to approximately $0.6 million as at December 31, 2018 continue to be recognized on a straight-line basis as general and administrative expense in the consolidated statement of loss.
Right-of-use assets for property leases were measured on transition as if the new standard had been applied since the respective leases' commencement date but using the Company's incremental borrowing rate of 4.79% as at January 1, 2019.
The Company recognized right-of-use assets of $9.4 million on January 1, 2019 (presented under mining interests and plant and equipment on the consolidated balance sheet), lease liabilities of $10.0 million and deferred tax assets of $0.1 million. Overall, net assets were approximately $0.4 million lower, and net current assets were $0.7 million lower due to the presentation of a portion of the lease liability as a current liability. Since January 1, 2019, payments attributed to the principal portion of the lease liabilities are classified as cash flows from financing activities.
The Company's activities as a lessor are not material.
IFRIC 23 Uncertainty over Income Tax Treatments
On January 1, 2019, the Company adopted IFRIC 23 Uncertainty over Income Tax Treatments. IFRIC 23 explains how to recognize and measure deferred and current income tax assets and liabilities where there is uncertainty over a tax treatment. In particular, it discusses how to determine the appropriate unit of account, and that each uncertain tax treatment should be considered separately or together as a group, depending on which approach better predicts the resolution of the uncertainty, that the entity should assume a tax authority will examine the uncertain tax treatments and have full knowledge of all related information, ie that detection risk should be ignored, that the entity should reflect the effect of the uncertainty in its income tax accounting when it is not probable that the tax authorities will accept the treatment, that the impact of the uncertainty should be measured using either the most likely amount or the expected value method, depending on which method better predicts the resolution of the uncertainty, and that the judgements and estimates made must be reassessed whenever circumstances have changed or there is new information that affects the judgements. The adoption of IFRIC 23 had no impact on the consolidated financial statements for the year ended December 31, 2019.
4. Significant accounting policies
The significant accounting policies applied in the preparation of the consolidated financial statements are described below.
a) Basis of measurement
The consolidated financial statements are prepared under the historical cost convention, except for the revaluation of certain financial assets at fair value (including derivative instruments).
b) Business combinations
On the acquisition of a business, the acquisition method of accounting is used whereby the purchase consideration is allocated to the identifiable assets, liabilities and contingent liabilities (identifiable net assets) of the business on the basis of the fair value at the date of acquisition. Provisional fair values allocated at a reporting date are finalized as soon as the relevant information is available, which period shall not exceed twelve months from the acquisition date and are adjusted to reflect the transaction as of the acquisition date. Any excess is treated as goodwill, and any discount is immediately recognized in the consolidated statement of loss and comprehensive loss. If control is obtained or lost as a result of a transaction, the identifiable net assets retained are recognized on the balance sheet at fair value and the difference between the fair value recognized and the carrying value as at the date of the transaction is recognized in the consolidated statement of loss. Acquisition costs are expensed as incurred.
The Company recognizes any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognized amounts of acquiree's identifiable net assets.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
4. Significant accounting policies (continued)
b) Business Combinations (continued)
The results of businesses acquired during the period are consolidated into the consolidated financial statements from the date on which control commences (generally at the closing date when the acquirer legally transfers the consideration).
c) Consolidation
The Company's financial statements consolidate the accounts of Osisko Gold Royalties Ltd and its subsidiaries. All intercompany transactions, balances and unrealized gains or losses from intercompany transactions are eliminated on consolidation. Subsidiaries are all entities over which the Company has the ability to exercise control. The Company controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to Osisko and are de-consolidated from the date that control ceases. Accounting policies of subsidiaries are consistent with the policies adopted by Osisko.
The principal subsidiaries of the Company, all of which are wholly-owned, and their geographic locations at December 31, 2019 and 2018 were as follows:
| Entity | Jurisdiction |
|---|---|
| Osisko Bermuda Limited | Bermuda |
| Barkerville Gold Mines Ltd.^(i)^ | British Columbia |
| Coulon Mines Inc. | Canada |
| General Partnership Osisko James Bay | Québec |
| Osisko Mining (USA) Inc. | Delaware |
(i) From November 21, 2019 (Note 7).
d) Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each consolidated entity and associate of the Company are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The consolidated financial statements are presented in Canadian dollars, which is the functional currency of the parent Company.
Assets and liabilities of the subsidiaries that have a functional currency other than the Canadian dollar are translated into Canadian dollars at the exchange rate in effect on the consolidated balance sheet date and revenues and expenses are translated at the average exchange rate over the reporting period. Gains and losses from these translations are recognized as currency translation adjustment in other comprehensive income or loss.
(ii) Transactions and balances
Foreign currency transactions, including revenues and expenses, are translated into the functional currency at the rate of exchange prevailing on the date of each transaction or valuation when items are re-measured. Monetary assets and liabilities denominated in currencies other than the operation's functional currencies are translated into the functional currency at exchange rates in effect at the balance sheet date. Foreign exchange gains and losses resulting from the settlement of those transactions and from period-end translations are recognized in the consolidated statement of loss.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
4. Significant accounting policies (continued)
d) Foreign currency translation (continued)
(ii) Transactions and balances (continued)
Non-monetary assets and liabilities are translated at historical rates, unless such assets and liabilities are carried at fair value, in which case, they are translated at the exchange rate in effect at the date of the fair value measurement. Changes in fair value attributable to currency fluctuations of non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognized in the consolidated statement of loss as part of the fair value gain or loss. Such changes in fair value of non-monetary financial assets, such as equities classified at fair value through other comprehensive income, are included in other comprehensive income or loss.
e) Financial instruments
Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership.
Financial assets and liabilities are offset and the net amount is reported in the balance sheet when there is an unconditional and legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously.
All financial instruments are required to be measured at fair value on initial recognition. The fair value is based on quoted market prices, unless the financial instruments are not traded in an active market. In this case, the fair value is determined by using valuation techniques like the Black-Scholes option pricing model or other valuation techniques.
Measurement after initial recognition depends on the classification of the financial instrument. The Company has classified its financial instruments in the following categories depending on the purpose for which the instruments were acquired and their characteristics.
(i) Financial assets
Debt instruments
Investments in debt instruments are subsequently measured at amortized cost when the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows and when the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Investments in debt instruments are subsequently measured at fair value when they do not qualify for measurement at amortized cost. Financial instruments subsequently measured at fair value, including derivatives that are assets, are carried at fair value with changes in fair value recorded in net income or loss unless they are held within a business model whose objective is to hold assets in order to collect contractual cash flows or sell the assets and when the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding, in which case unrealized gains and losses are initially recognized in other comprehensive income or loss for subsequent reclassification to net income or loss through amortization of premiums and discounts, impairment or derecognition.
Equity instruments
Investments in equity instruments are subsequently measured at fair value with changes recorded in net income or loss. Equity instruments that are not held for trading can be irrevocably designated at fair value through other comprehensive income or loss on initial recognition without subsequent reclassification to net income. Cumulative gains and losses are transferred from accumulated other comprehensive income (loss) to retained earnings upon derecognition of the investment. Dividend income on equity instruments measured at fair value through other comprehensive income (loss) is recognized in the statement of loss on the ex-dividend date.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
4. Significant accounting policies (continued)
e) Financial instruments (continued)
(ii) Financial liabilities
Financial liabilities are subsequently measured at amortized cost using the effective interest method, except for financial liabilities at fair value through profit or loss. Such liabilities, including derivatives that are liabilities, are subsequently measured at fair value.
The Company has classified its financial instruments as follows:
| Category | Financial instrument |
|---|---|
| Financial assets at amortized cost | Bank balances and cash on hand |
| Short-term debt securities | |
| Notes and loans receivable | |
| Trade receivables | |
| Interest and dividend income receivable | |
| Amounts receivable from associates and other receivables | |
| Reclamation deposits (term deposits) | |
| Financial assets at fair value through profit or loss | Investments in derivatives and convertible debentures |
| Financial assets at fair value through other comprehensive income or loss | Investments in shares and equity instruments, other than in derivatives |
| Financial liabilities at amortized cost | Accounts payable and accrued liabilities |
| Liability component of convertible debentures | |
| Borrowings under revolving credit facilities |
Derivatives
Derivatives, other than warrants held in mining exploration and development companies, are only used for economic hedging purposes and not as speculative investments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently measured to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.
f) Impairment of financial assets
At each reporting date, the Company assesses, on a forward-looking basis, the expected credit losses associated with its financial assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in the credit risk or if a simplified approach has been selected.
The Company has two principal types of financial assets subject to the expected credit loss model:
- Trade receivables; and
- Investments in debt instruments measured at amortized cost.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
4. Significant accounting policies (continued)
f) Impairment of financial assets (continued)
Amounts receivable
The Company applies the simplified approach permitted by IFRS 9 for trade receivables (including amounts receivable from associates and other receivables), which requires lifetime expected credit losses to be recognized from initial recognition of the receivables.
Investments in debt instruments
To the extent that a debt instrument at amortized cost is considered to have low credit risk, which corresponds to a credit rating within the investment grade category and the credit risk has not increased significantly, the loss allowance is determined on the basis of 12-month expected credit losses. If the credit risk has increased significantly, the lifetime expected credit losses are recognized.
g) Cash and cash equivalents
Cash includes cash on hand and deposits held with banks. Cash equivalents include other highly liquid short-term investments with original maturities of three months or less or that can be redeemed at any time without penalties.
h) Refundable tax credits for mining exploration expenses
The Company is entitled to refundable tax credits on qualified mining exploration and evaluation expenses incurred in the province of Québec. The credits are accounted for against the exploration and evaluation expenses incurred.
i) Inventories
Inventories are mainly comprised of gold and silver bullions and diamonds in saleable form that have not yet been sold. Inventories are valued at the lower of cost and net realizable value. Cost is determined on a weighted average basis.
j) Investments in associates
Associates are entities over which the Company has significant influence, but not control. The financial results of the Company's investments in its associates are included in the Company's results according to the equity method. Under the equity method, the investment is initially recognized at cost, and the carrying amount is increased or decreased to recognize the Company's share of profits or losses of associates after the date of acquisition. The Company's share of profits or losses is recognized in the consolidated statement of loss and its share of other comprehensive income or loss of associates is included in other comprehensive income or loss.
Unrealized gains on transactions between the Company and an associate are eliminated to the extent of the Company's interest in the associate. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Dilution gains and losses arising from changes in interests in investments in associates are recognized in the consolidated statement of loss.
The Company assesses at each reporting date whether there is any objective evidence that its investments in associates are impaired. If impaired, the carrying value of the Company's share of the underlying assets of associates is written down to its estimated recoverable amount (being the higher of fair value less costs of disposal and value-in-use) and charged to the consolidated statement of loss.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
4. Significant accounting policies (continued)
k) Royalty, stream and other interests
Royalty, stream and other interests consist of acquired royalty, stream and other interests in producing, development and exploration and evaluation stage properties. Royalty, stream and other interests are recorded at cost and capitalized as tangible assets. They are subsequently measured at cost less accumulated depletion and depreciation and accumulated impairment losses. The major categories of the Company's interests are producing, development and exploration and evaluation. Producing assets are those that have generated revenue from steady-state operations for the Company. Development assets are interests in projects that are under development, in permitting or feasibility stage and that in management's view, can be reasonably expected to generate steady-state revenue for the Company in the near future. Exploration and evaluation assets represent properties that are not yet in development, permitting or feasibility stage or that are speculative in nature and are expected to require several years to generate revenue, if ever, or are currently not active.
Producing and development royalty, stream and other interests are recorded at cost and capitalized in accordance with IAS 16 Property, Plant and Equipment. Producing royalty, stream and other interests are depleted using the units-of-production method over the life of the property to which the interest relates, which is estimated using available estimates of proven and probable mineral reserves specifically associated with the properties and may include a portion of resources expected to be converted into mineral reserves. Management relies on information available to it under contracts with the operators and / or public disclosures for information on proven and probable mineral reserves and resources from the operators of the producing royalty, stream and other interests.
On acquisition of a producing or a development royalty, stream and other interest, an allocation of the acquisition cost is made for the exploration potential based on its fair value. The estimated fair value of this acquired exploration potential is recorded as an asset (non-depreciable interest) on the acquisition date. Updated mineral reserve and resource information obtained from the operators of the properties is used to determine the amount to be converted from non-depreciable interest to depreciable interest.
Royalty, stream and other interests for exploration and evaluation assets are recorded at cost and capitalized in accordance with IFRS 6 Exploration for and Evaluation of Mineral Resources. Acquisition costs of exploration and evaluation royalty, stream and other interests are capitalized and are not depleted until such time as revenue-generating activities begin.
Producing and development royalty, stream and other interests are reviewed for impairment at each reporting date if there is any indication that the carrying amount may not be recoverable. Impairment is assessed at the level of Cash-Generating Units (''CGU'') which, in accordance with IAS 36 Impairment of Assets, are identified as the smallest identifiable group of assets that generates cash inflows, which are largely independent of the cash inflows from other assets. This is usually at the individual royalty, stream and other interest level for each property from which cash inflows are generated.
Royalty, stream and other interests for exploration and evaluation assets are assessed for impairment whenever indicators of impairment exist in accordance with IFRS 6. An impairment loss is recognized for the amount by which the asset's carrying value exceeds its recoverable amount, which is the higher of fair value less costs of disposal and value-in-use. An interest that has previously been classified as exploration and evaluation is also assessed for impairment before reclassification to development or producing, and the impairment loss, if any, is recognized in net income.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
4. Significant accounting policies (continued)
l) Property and equipment
Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of an asset. Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefit associated with the item will flow to the Company and the cost can be measured reliably. The carrying amount of a replaced asset is derecognized when replaced.
Depreciation is calculated to amortize the cost of the property and equipment less their residual values over their estimated useful lives using the straight-line method and following periods by major categories:
Leasehold improvements Lease term
Furniture and office equipment 3-5 years
Exploration equipment and facilities 3-20 years
Mining plant and equipment (development) 5-20 years
Residual values, method of depreciation and useful lives of the assets are reviewed annually and adjusted if appropriate.
Gains and losses on disposals of property and equipment are determined by comparing the proceeds with the carrying amount of the asset and are included as part of other gains (losses), net in the consolidated statement of loss.
m) Exploration and evaluation expenditures
Exploration and evaluation assets are comprised of exploration and evaluation expenditures and mining properties acquisition costs for exploration and evaluation assets. Expenditures incurred on activities that precede exploration and evaluation, being all expenditures incurred prior to securing the legal rights to explore an area, are expensed immediately. Exploration and evaluation assets include rights in mining properties, paid or acquired through a business combination or an acquisition of assets, and costs related to the initial search for mineral deposits with economic potential or to obtain more information about existing mineral deposits. Mining rights are recorded at acquisition cost less accumulated impairment losses. Mining rights and options to acquire undivided interests in mining rights are depreciated only as these properties are put into commercial production.
Exploration and evaluation expenditures for each separate area of interest are capitalized and include costs associated with prospecting, sampling, trenching, drilling and other work involved in searching for ore like topographical, geological, geochemical and geophysical studies. They also reflect costs related to establishing the technical and commercial viability of extracting a mineral resource identified through exploration and evaluation or acquired through a business combination or asset acquisition.
Exploration and evaluation expenditures include the cost of:
(i) establishing the volume and grade of deposits through drilling of core samples, trenching and sampling activities;
(ii) determining the optimal methods of extraction and metallurgical and treatment processes;
(iii) studies related to surveying, transportation and infrastructure requirements;
(iv) permitting activities; and
(v) economic evaluations to determine whether development of the mineralized material is commercially justified, including scoping, prefeasibility and final feasibility studies.
Exploration and evaluation expenditures include overhead expenses directly attributable to the related activities.
Cash flows attributable to capitalized exploration and evaluation costs are classified as investing activities in the consolidated statement of cash flows under the heading exploration and evaluation.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
4. Significant accounting policies (continued)
m) Exploration and evaluation expenditures (continued)
Exploration and evaluation assets under a farm-out arrangement (where a farmee incurs certain expenditures in a property to earn an interest in that property) are accounted as follows:
(i) the Company uses the carrying value of the interest before the farm-out arrangement as the carrying value for the portion of the interest retained;
(ii) the Company credits any cash consideration received against the carrying amount of the portion of the interest retained, with an excess included as a gain in profit or loss;
(iii) in the situation where a royalty interest is retained by the Company as a result of an interest earned by the farmee, the Company records the royalty interest received at an amount corresponding to the carrying value of the exploration and evaluation property at the time of the transfer in ownership; and
(iv) the Company does not record exploration expenditures made by the farmee on the property.
n) Goodwill
Goodwill is recognized in a business combination if the cost of the acquisition exceeds the fair value of the identifiable net assets acquired. Goodwill is then allocated to the CGU or group of CGUs that are expected to benefit from the synergies of the combination. The Company performs goodwill impairment tests on an annual basis as at December 31 of each year. In addition, the Company assesses for indicators of impairment at each reporting date and, if an indicator of impairment is identified, goodwill is tested for impairment at that time. If the carrying value of the CGU or group of CGUs to which goodwill is assigned exceeds its recoverable amount, an impairment loss is recognized. Goodwill impairment losses are not reversed.
The recoverable amount of a CGU or group of CGUs is measured as the higher of value-in-use and fair value less costs of disposal.
o) Provision for environmental rehabilitation
Provision for environmental rehabilitation, restructuring costs and legal claims, where applicable, is recognized when:
(i) The Company has a present legal or constructive obligation as a result of past events.
(ii) It is probable that an outflow of resources will be required to settle the obligation.
(iii) The amount can be reliably estimated.
The provision is measured at management's best estimate of the expenditure required to settle the obligation at the end of the reporting period, and are discounted to present value where the effect is material. The increase in the provision due to passage of time is recognized as finance costs. Changes in assumptions or estimates are reflected in the period in which they occur.
Provision for environmental rehabilitation represents the legal and constructive obligations associated with the eventual closure of the Company's property, plant and equipment. These obligations consist of costs associated with reclamation and monitoring of activities and the removal of tangible assets. The discount rate used is based on a pretax rate that reflects current market assessments of the time value of money and the risks specific to the obligation, excluding the risks for which future cash flow estimates have already been adjusted.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
4. Significant accounting policies (continued)
o) Provision for environmental rehabilitation (continued)
Reclamation deposits
Reclamation deposits are term deposits held on behalf of the Government of the Province of British Columbia as collateral for possible rehabilitation activities on the Company's mineral properties in connection with permits required for exploration activities. Reclamation deposits are released once the property is restored to satisfactory condition, or as released under the surety bond agreement. As they are restricted from general use, they are included under non-current other assets on the consolidated balance sheets.
p) Current and deferred income tax
The tax expense for the period comprises current and deferred tax. Tax is recognized in the consolidated statement of loss, except to the extent that it relates to items recognized in other comprehensive income or loss or directly in equity. In this case, the tax is also recognized in other comprehensive income or loss or directly in equity, respectively.
Current income taxes
The current income tax charge is the expected tax payable on the taxable income for the year, using the tax laws enacted or substantively enacted at the balance sheet date in the jurisdictions where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income taxes
The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax assets and liabilities are measured using enacted or substantively enacted tax rates (and laws) that apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets and liabilities are presented as non-current and are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
q) Convertible debentures
The liability and equity components of convertible debentures are presented separately on the consolidated balance sheet starting from initial recognition.
The liability component is recognized initially at the fair value, by discounting the stream of future payments of interest and principal at the prevailing market rate for a similar liability of comparable credit status and providing substantially the same cash flows that do not have an associated conversion option. Subsequent to initial recognition, the liability component is measured at amortized cost using the effective interest method; the liability component is increased by accretion of the discounted amounts to reach the nominal value of the debentures at maturity.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
4. Significant accounting policies (continued)
q) Convertible debentures (continued)
The carrying amount of the equity component is calculated by deducting the carrying amount of the financial liability from the amount of the debentures and is presented in shareholders' equity as equity component of convertible debenture. The equity component is not re-measured subsequent to initial recognition except on conversion or expiry. A deferred tax liability is recognized with respect to any temporary difference that arises from the initial recognition of the equity component separately from the liability component. The deferred tax is charged directly to the carrying amount of the equity component. Subsequent changes in the deferred tax liability are recognized through the consolidated statement of loss.
Transaction costs are distributed between liability and equity on a pro-rata basis of their carrying amounts.
r) Share capital
Common shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from the proceeds in equity in the period where the transaction occurs.
s) Warrants
Warrants are classified as equity. Incremental costs directly attributable to the issuance of warrants are recognized as a deduction from the proceeds in equity in the period where the transaction occurs.
t) Revenue recognition
Revenue comprises revenues from the sale of commodities received and revenues directly earned from royalty, stream and other interests.
For royalty and stream agreements paid in-kind and for offtake agreements, the Company's performance obligations relate primarily to the delivery of gold, silver or other products to the customers. Revenue is recognized when control is transferred to the customers, which is achieved when a product is delivered, the customer has full discretion over the product and there is no unfulfilled obligation that could affect the customer's acceptance of the product. Control over the refined gold, silver and other products is transferred to the customers when the relevant product received (or purchased) from the operator is physically delivered and sold by the Company (or its agent) to the third party customers. For royalty and stream agreements paid in cash, revenue recognition will depend on the related agreement.
Revenue is measured at fair value of the consideration received or receivable when management can reliably estimate the amount, pursuant to the terms of the royalty, stream and other interest agreements. In some instances, the Company will not have access to sufficient information to make a reasonable estimate of revenue and, accordingly, revenue recognition is deferred until management can make a reasonable estimate. Differences between estimates and actual amounts are adjusted and recorded in the period that the actual amounts are known.
u) Leases
The Company is committed to long-term lease agreements, mainly for office space. Until December 31 2018, payments made under operating lease agreements were recognized in profit or loss on a straight-line basis over the term of the lease. Operating leases were leases in which a significant portion of the risks and rewards of ownership was retained by the lessor.
From January 1, 2019, leases are recognized as a right-of-use asset (presented under non-current other assets on the consolidated balance sheet) and a corresponding liability at the date at which the leased asset is available for use by the Company. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
4. Significant accounting policies (continued)
u) Leases (continued)
Assets and liabilities arising from a lease are initially measured on a present value basis. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the Company's incremental borrowing rate is used, being the rate that the Company 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.
Payments associated with short-term leases (12 months or less) and leases of low-value assets are recognized on a straight-line basis as an expense in profit or loss.
v) Share-based compensation
Share option plan
The Company offers a share option plan for its directors, officers, employees and consultants. Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. Fair value of each tranche is measured at the date of grant using the Black-Scholes option pricing model. Compensation expense is recognized over the tranche's vesting period by increasing contributed surplus based on the number of awards expected to vest. The number of awards expected to vest is reviewed at least annually, with any impact being recognized immediately.
Any consideration paid on exercise of share options is credited to share capital. The contributed surplus resulting from share-based compensation is transferred to share capital when the options are exercised.
Deferred and restricted share units
Deferred share units ("DSU") may be granted to directors and restricted share units ("RSU") may be granted to employees, directors and officers as part of their long-term compensation package, entitling them to receive a payment in the form of common shares, cash (based on the Company's share price at the relevant time) or a combination of common shares and cash, at the sole discretion of the Company. The fair value of the DSU and RSU to be settled in common shares is measured on the grant date and is recognized over the vesting period under contributed surplus with a corresponding charge to share-based compensation. A liability for the DSU and RSU to be settled in cash is measured at fair value on the grant date and is subsequently adjusted at each balance sheet date for changes in fair value. The liability is recognized over the vesting period with a corresponding charge to share-based compensation.
w) Earnings per share
The calculation of earnings per share ("EPS") is based on the weighted average number of shares outstanding for each period. The basic EPS is calculated by dividing the profit or loss attributable to the equity owners of Osisko by the weighted average number of common shares outstanding during the period.
The computation of diluted EPS assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on the income per share. The treasury stock method is used to determine the dilutive effect of the warrants, share options, DSU and RSU and the if-converted method is used for convertible debentures. When the Company reports a loss, the diluted net loss per common share is equal to the basic net loss per common share due to the anti-dilutive effect of the outstanding warrants, share options, DSU and RSU and convertible debentures.
x) Segment reporting
The operating segments are reported in a manner consistent with the internal reporting provided to the Chief Executive Officer ("CEO") who fulfills the role of the chief operating decision-maker. The CEO is responsible for allocating resources and assessing performance of the Company's operating segments. Following the acquisition of Barkerville (Note 7) in November 2019, the Company manages its business under two operating segments: (i) acquiring and managing precious metal and other royalties, streams and similar interests, and (ii) the exploration, evaluation and development of mining projects. Prior to the acquisition of Barkerville, the Company had only one operating segment, which was acquiring and managing precious metal and other royalties, streams and similar interests. The comparative figures have been restated to conform to the current segments.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
5. Accounting standards issued but not yet effective
The Company has not yet adopted certain standards, interpretations to existing standards and amendments which have been issued but have an effective date of later than December 31, 2019. Many of these updates are not expected to have any significant impact on the Company and are therefore not discussed herein.
Amendments to IAS 1 Presentation of Financial Statements
The IASB has made amendments to IAS 1 Presentation of Financial Statements which use a consistent definition of materiality throughout IFRS and the Conceptual Framework for Financial Reporting, clarify when information is material and incorporate some of the guidance in IAS 1 about immaterial information. In particular, the amendments clarify that information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity. Materiality depends on the nature or magnitude of information, or both. An entity assesses whether information, either individually or in combination with other information, is material in the context of its financial statements taken as a whole. The amendments to IAS 1 are effective for financial years beginning on or after January 1, 2020 and will not have a significant impact on the consolidated financial statements disclosures.
6. Critical accounting estimates and judgements
The preparation of financial statements in conformity with IFRS requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company also makes estimates and assumptions concerning the future. The determination of estimates requires the exercise of judgement based on various assumptions and other factors such as historical experience and current and expected economic conditions. Actual results could differ from those estimates.
Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Critical accounting estimates and assumptions
Mineral reserves and resources - Royalties, streams and other assets
Royalty, stream and other interests comprise a large component of the Company's assets and as such, the mineral reserves and resources of the properties to which the interests relate have a significant effect on the Company's consolidated financial statements. These estimates are applied in determining the depletion of the Company's royalty, stream and other interests and assessing the recoverability of the carrying value of royalty, stream and other interests. For royalty, stream and other interests, the public disclosures of mineral reserves and resources that are released by the operators of the properties involve assessments of geological and geophysical studies and economic data and the reliance on a number of assumptions, including commodity prices and production costs. These assumptions are, by their very nature, subject to interpretation and uncertainty. The estimates of mineral reserves and resources may change based on additional knowledge gained subsequent to the initial assessment, adjusted by the Company's internal geological specialists, as deemed necessary. Changes in the estimates of mineral reserves and resources may materially affect the recorded amounts of depletion and the assessed recoverability of the carrying value of royalty, stream and other interests.
Mineral reserves and resources - Exploration and development projects
Mineral reserves are estimates of the amount of ore that can be economically and legally extracted from the Company's mining properties. The Company estimates its mineral reserve and mineral resources based on information compiled by Qualified Persons as defined by Canadian Securities Administrators National Instrument 43-101, Standards for Disclosure of Mineral Projects. Such information includes geological data on the size, depth and shape of the mineral deposit, and requires complex geological judgments to interpret the data. The estimation of recoverable reserves is based upon factors such as estimates of commodity prices, future capital requirements, and production costs along with geological assumptions and judgments made in estimating the size and grade that comprise the mineral reserves. Changes in the mineral reserve or mineral resource estimates may impact the carrying value of mineral properties and deferred development costs, property, plant and equipment, provision for site reclamation and closure, recognition of deferred income tax assets and depreciation and amortization charges.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
6. Critical accounting estimates and judgements (continued)
Critical accounting estimates and assumptions (continued)
Impairment of royalty, stream and other interests
The assessment of the fair values of royalty, stream and other interests requires the use of estimates and assumptions for recoverable production, long-term commodity prices, discount rates, mineral reserve/resource conversion, net asset value multiples, foreign exchange rates, future capital expansion plans and the associated production implications. In addition, the Company may use other approaches in determining fair value which may include estimates related to (i) dollar value per ounce of mineral reserve/resource; (ii) cash-flow multiples; and (iii) market capitalization of comparable assets. Changes in any of the estimates used in determining the fair value of the royalty, stream and other interests could impact the impairment analysis.
Impairment of exploration and evaluation assets, mining interests and plant and equipment
The Company's accounting policy for exploration and evaluation expenditure results in certain items of expenditure being capitalized. This policy requires management to make certain estimates and assumptions as to future events and circumstances, in particular whether an economically viable extraction operation can be established. Any such estimates and assumptions may change as new information becomes available. If, after having capitalized the expenditure, a judgement is made that recovery of the expenditure is unlikely, the relevant capitalized amount will be written off to the consolidated statement of loss.
Development activities commence after project sanctioning by senior management. Judgement is applied by management in determining when a project has reached a stage at which economically recoverable reserves exist such that development may be sanctioned. In exercising this judgement, management is required to make certain estimates and assumptions similar to those described above for capitalized exploration and evaluation expenditure. Such estimates and assumptions may change as new information becomes available. If, after having started the development activity, a judgement is made that a development asset is impaired, the appropriate amount will be written off to the consolidated statement of loss.
The Company's recoverability of its recorded value of its exploration and evaluation assets, mining interests and plant and equipment is based on market conditions for metals, underlying mineral resources associated with the properties and future costs that may be required for ultimate realization through mining operations or by sale.
At each reporting date, the Company evaluates each mining property and project on results to date to determine the nature of exploration, other assessment and development work that is warranted in the future. If there is little prospect of future work on a property or project being carried out within a prolonged period from completion of previous activities, the deferred expenditures related to that property or project are written off or written down to the estimated amount recoverable unless there is persuasive evidence that an impairment allowance is not required.
The recoverable amounts of exploration and evaluation assets, mining interests and plant and equipment are determined using the higher of value in use or fair value less costs of disposal. Value in use consists of the net present value of future cash flows expected to be derived from the asset in its current condition based on observable data. The calculations use cash flow projections based on financial budgets approved by management. These cash flow projections are based on expected recoverable ore reserves, selling prices of metals and operating costs. Fair value less costs of disposal consists of the expected sale price (the amount that a market participant would pay for the asset) of the asset net of transaction costs. The Company may use other approaches in determining the fair value which may include estimates related to (i) dollar value per ounce of mineral reserve/resource; (ii) cash-flow multiples; (iii) market capitalization of comparable assets; and (iv) comparable sales transactions. Any changes in the quality and quantity of recoverable ore reserves, expected selling prices and operating costs could materially affect the estimated fair value of mining interests, which could result in material write-downs or write-offs in the future.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
6. Critical accounting estimates and judgements (continued)
Critical accounting estimates and assumptions (continued)
Impairment of goodwill
The Company performs goodwill impairment tests on an annual basis as at December 31 of each year. In addition, the Company assesses for indicators of impairment at each reporting period date and, if an indicator of impairment is identified, goodwill is tested for impairment at that time. For the purpose of impairment testing, goodwill is allocated to each CGU or group of CGUs expected to benefit from the synergies of the combination. When completing an impairment test, the Company calculates the estimated recoverable amount of CGU or group of CGUs, which requires management to make estimates and assumptions with respect to items such as future production levels, long-term commodity prices, foreign exchange rates, discount rates and exploration potential.
These estimates and assumptions are subject to risk and uncertainty. Therefore, there is a possibility that changes in circumstances will have an impact on these projections, which may impact the recoverable amount of the CGU or group of CGUs. Accordingly, it is possible that some or the entire carrying amount of the goodwill may be further impaired with the impact recognized in the consolidated statement of loss.
The Company performs annual impairment tests using the fair value less cost of disposal of the group of CGUs supporting the goodwill and using discounted cash flows with the most recent budgets and forecasts available, including information from external sources. The periods to be used for the projections are based on the expected production from the mines, the proven and probable mineral reserves and a portion of the resources. The discount rate to be used takes into consideration the different risk factors of the Company.
Provision for environmental rehabilitation
Provision for environmental rehabilitation is based on management best estimates and assumptions, which management believes are a reasonable basis upon which to estimate the future liability, based on the current economic environment. These estimates take into account any material changes to the assumptions that occur when reviewed regularly by management and are based on current regulatory requirements. Significant changes in estimates of discount rate, contamination, rehabilitation standards and techniques will result in changes to the provision from period to period. Actual reclamation and closure costs will ultimately depend on future market prices for the costs which will reflect the market condition at the time the costs are actually incurred. The final cost of the rehabilitation provision may be higher or lower than currently provided for.
Critical judgements in applying the Company's accounting policies
Business combinations
The assessment of whether an acquisition meets the definition of a business, or whether assets are acquired is an area of key judgement. The assumptions and estimates with respect to determining the fair value of assets acquired and liabilities assumed, and of royalty, stream and other interests and exploration and evaluation properties in particular, generally requires a high degree of judgement. Changes in the judgements made could impact the amounts assigned to assets and liabilities.
Investee - significant influence
The assessment of whether the Company has a significant influence over an investee requires the use of judgements when assessing factors that could give rise to a significant influence. Factors which could lead to the conclusion of having a significant influence over an investee include, but are not limited to, ownership percentage; representation on the board of directors; participation in the policy-making process; material transactions between the investor and the investee; interchange of managerial personnel; provision of essential technical information; and potential voting rights.
Changes in the judgements used in determining if the Company has a significant influence over an investee would impact the accounting treatment of the investment in the investee.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
6. Critical accounting estimates and judgements (continued)
Critical judgements in applying the Company's accounting policies (continued)
Impairment of investments in associates
The Company follows the guidance of IAS 28 Investments in Associates and Joint Ventures to assess whether there are impairment indicators which may lead to the recognition of an impairment loss with respect to its net investment in an associate. This determination requires significant judgement in evaluating if a decline in fair value is significant or prolonged, which triggers a formal impairment test. In making this judgement, the Company's management evaluates, among other factors, the duration and extent to which the fair value of an investment is less than its carrying amount, the volatility of the investment and the financial health and business outlook for the investee, including factors such as the current and expected status of the investee's exploration projects and changes in financing cash flows.
Impairment of exploration and evaluation assets and royalty, stream and other interests on exploration and evaluation properties
Assessment of impairment of exploration and evaluation assets (including exploration and evaluation assets under a farm-out agreement) and royalty, stream and other interests on exploration and evaluation properties requires the use of judgements when assessing whether there are any indicators that could give rise to the requirement to conduct a formal impairment test on the Company's exploration and evaluation assets and royalty, stream and other interests on exploration and evaluation properties. Factors which could trigger an impairment review include, but are not limited to, an expiry of the right to explore in the specific area during the period or will expire in the near future and is not expected to be renewed; substantive exploration and evaluation expenditures in a specific area, taking into consideration such expenditures to be incurred by a farmee, is neither budgeted nor planned; exploration for and evaluation of mineral resources in a specific area have not led to the discovery of commercially viable quantities of mineral resources and the Company has decided to discontinue such activities in the specific area; sufficient data exists to indicate that, although a development in a specific area is likely to proceed, the carrying amount of the assets is unlikely to be recovered in full from successful development or by sale; significant negative industry or economic trends; interruptions in exploration and evaluation activities by the Company or its farmee; and a significant drop in current or forecast commodity prices.
Changes in the judgements used in determining the fair value of the exploration and evaluation assets and royalty, stream and other interests on exploration and evaluation properties could impact the impairment analysis.
Impairment of development and producing royalty, stream and other interests and goodwill
Assessment of impairment of development and producing royalty, stream and other interests and goodwill requires the use of judgement when assessing whether there are any indicators that could give rise to the requirement to conduct a formal impairment test on the Company's development and producing royalty, stream and other interests or goodwill. Factors which could trigger an impairment review include, but are not limited to, a significant market value decline; net assets higher than the market capitalization; a significant reduction in mineral reserve and resources; significant negative industry or economic trends; interruptions in production activities; significantly lower production than expected; and a significant drop in current or forecast commodity prices.
Changes in the judgements used in determining the fair value of the producing royalty, stream and other interests or goodwill could impact the impairment analysis.
Deferred income tax assets
Management continually evaluates the likelihood that it is probable that its deferred tax assets will be realized. This requires management to assess whether it is probable that sufficient taxable income will exist in the future to utilize these losses within the carry-forward period. By its nature, this assessment requires significant judgement.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
7. Acquisition of Barkerville Gold Mines Ltd.
On November 21, 2019, the Company acquired all of the outstanding common shares of Barkerville that it did not already own at the date of the transaction. Barkerville is a Canadian exploration and development company focused on the development of its extensive land package located in the historical Cariboo Mining District of central British Columbia, Canada.
For each common share of Barkerville, shareholders received 0.0357 common share of Osisko. All of Barkerville's outstanding common share options have been exchanged for common share options ("Barkerville replacement share options") of Osisko using the same share exchange ratio as for the common shares valued at $1.9 million using the Black-Sholes option pricing model.
A total of 13,560,832 Osisko common shares were issued and valued at $160.6 million, based on the closing price of the Company's common shares on the transaction date. A total of 1,005,478 Barkerville replacement share options were issued and valued at $1.9 million, based on the Black-Sholes option pricing model. The fair value of the 10,000,000 Barkerville common share warrants already held by the Company and cancelled was estimated at $0.6 million, using the Black-Sholes option pricing model. Transaction costs amounted to $1.5 million and cash and cash equivalents acquired amounted to $8.3 million.
Prior to the acquisition date, Osisko held an initial investment of 183,625,585 common shares in Barkerville, which was considered as an investment in an associate, having a net book value of $101.4 million. On November 21, 2019, the date of acquisition of Barkerville, the fair value of the initial investment was $77.1 million and has been included as part of consideration for the transaction, resulting in a loss of $24.3 million recorded in the consolidated statements of loss under other (gains) losses, net. Osisko also held a 4% NSR royalty on the Cariboo gold project prior to the acquisition of Barkerville having a net book value of $56.1 million, which was transferred from royalty, stream and other interests to mining interests and plant and equipment on the consolidated balance sheets.
In accordance with the early adoption of the amendments to IFRS 3 Business Combinations, the transaction has been recorded as an acquisition of assets as the acquired assets and assumed liabilities did not constitute a business. IFRS 3 proposes a screening test that determines that a set of activities and assets is not a business if substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.
The total purchase price of $241.7 million was allocated to the assets acquired and the liabilities assumed based on the fair value of the total consideration at the closing date of the transaction. All financial assets acquired and financial liabilities assumed were recorded at fair value.
The purchase price was calculated as follows:
| Consideration paid | ||||
|---|---|---|---|---|
| **** | **** | **** | ||
| Issuance of 13,560,832 common shares | 160,564 | |||
| Fair value of 183,625,585 Barkerville common shares already held | 77,123 | |||
| Fair value of 1,005,478 Barkerville replacement share options issued | 1,912 | |||
| Fair value of 10,000,000 warrants of Barkerville already held by Osisko and cancelled | 589 | |||
| Osisko's transaction costs | 1,513 | |||
| 241,700 | ||||
| Net assets acquired | ||||
| **** | **** | **** | ||
| Cash and cash equivalents | 8,312 | |||
| Other current assets | 4,565 | |||
| Reclamation deposits | 5,361 | |||
| Plant and equipment | 13,968 | |||
| Mineral properties | 247,054 | |||
| Accounts payable and accrued liabilities | (16,320 | ) | ||
| Provision and other liabilities | (21,239 | ) | ||
| 241,700 |
All values are in US Dollars.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
8. Cash
As at December 31, 2019 and 2018, cash held in U.S. dollars amounted respectively to US$73.5 million ($95.5 million) and US$52.7 million ($71.9 million).
9. Short-term investments
As at December 31, 2019, short-term investments are comprised of a $15.9 million secured senior loan ($10.0 million as at December 31, 2018) (Note 12) with Falco Resources Ltd. ("Falco"), an associate of Osisko, bearing interest at a rate of 7%, compounded quarterly, and payable on December 31, 2020. As at December 31, 2019, short-term investments also included three other notes receivable from exploration and development mining companies for an aggregate amount of $4.8 million, bearing interest rates ranging from 10.5% to 12.0% and having maturity dates in May and June 2020.
10. Amounts receivable
| December 31, | December 31, | |
|---|---|---|
| 2019 | 2018 | |
| $ | $ | |
| **** | **** | |
| Revenues receivable from royalty, stream and other interests | 1,257 | 6,643 |
| Interest income receivable | 2,133 | 1,991 |
| Amounts receivable from associates^(i)^ | 641 | 3,225 |
| Sales taxes, tax credits and other receivables | 2,299 | 462 |
| 6,330 | 12,321 |
(i) Amounts receivable from associates for cost recoveries are mainly related to professional services and office rent.
11. Other assets
| December 31, | December 31, | |
|---|---|---|
| 2019 | 2018 | |
| $ | $ | |
| Current | **** | **** |
| Prepaid expenses | 3,516 | 1,015 |
| Inventories | 1,656 | - |
| 5,172 | 1,015 | |
| Non-current | **** | **** |
| Reclamation deposits | 5,361 | - |
| Deferred financing fees | 1,579 | 1,468 |
| 6,940 | 1,468 | |
| Osisko Gold Royalties Ltd | ||
| --- | ||
| Notes to the Consolidated Financial Statements | ||
| For the years ended December 31, 2019 and 2018 | ||
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
12. Investments in associates
| 2019 | 2018 | ||||
|---|---|---|---|---|---|
| Balance - January 1 | 304,911 | 257,433 | |||
| Acquisitions | 37,335 | 87,134 | |||
| Interests receivable paid in shares | 1,820 | - | |||
| Exercise of warrants | 2,209 | - | |||
| Transfers from other investments | - | 7,048 | |||
| Share of loss, net | (22,209 | ) | (9,013 | ) | |
| Share of other comprehensive income (loss), net | (352 | ) | 433 | ||
| Net gain (loss) on ownership dilution | (3,687 | ) | 1,545 | ||
| Disposals (Note 22) | (84,293 | ) | - | ||
| Loss on disposals | (2,440 | ) | - | ||
| Deemed disposal (Note 7) | (77,123 | ) | - | ||
| Gain (loss) on deemed disposals ^(i)^ | (24,255 | ) | 6,956 | ||
| Impairment ^(ii)^ | (12,500 | ) | - | ||
| Transfers to other investments | (9,676 | ) | (46,625 | ) | |
| Deemed repurchase of Osisko common shares held by an associate ^(^^i^^ii)^ | (6,100 | ) | - | ||
| Balance - December 31 | 103,640 | 304,911 |
All values are in US Dollars.
(i) Refer to Note 7 for the 2019 loss on deemed disposals.
On September 7, 2018, Orion announced the completion of the acquisition and privatization of Dalradian Resources Inc. ("Dalradian"), an associate of Osisko, for cash consideration of $1.47 per common share. The common shares held by Osisko were not acquired in the transaction. Following the transaction, Osisko had a put right on its Dalradian shares, which was exercised in 2019 (Note 21), allowing Osisko to sell them at a price of $1.47 per share. Following the 2018 transaction, management had concluded that it had lost its significant influence over Dalradian and had transferred its investments from associates to other investments. This transfer from investments from associates to other investments resulted in a deemed disposal of the shares and the recognition of the difference between the carrying amount of the Dalradian investment under the equity method before the transaction and the fair value of the other investment after the transaction.
(ii) On September 30, 2019, the Company determined that its net investment in Falco was impaired. This determination was made considering, among other factors, the duration and extent to which the fair value of an investment is less than its carrying amount, the volatility of the share price and the business outlook for the investee, including factors such as the current and expected status of the investee's development projects. The net investment in Falco was written down to its estimated fair value and, therefore, an impairment charge of $12.5 million ($10.8 million, net of income taxes) was recorded during the three months ended September 30, 2019.
(iii) Osisko Mining Inc. ("Osisko Mining"), an associate of Osisko, held common shares of Barkerville prior to the acquisition (Note 7). Following the acquisition of Barkerville, Osisko Mining has received common shares of Osisko, which resulted in a deemed repurchase of common shares by the Company and a related reduction in the net investment in Osisko Mining, based on the 15.9% interest held in Osisko Mining.
Material investments
Osisko Mining Inc.
Osisko Mining is a Canadian gold exploration and development company focused on its Windfall Lake gold project. Osisko holds a 2.0% - 3.0% NSR royalty on the Windfall Lake gold project, for which a positive preliminary economic assessment was released in July 2019, and a 1% NSR royalty on other properties held by Osisko Mining. The Company invested $18.0 million in Osisko Mining in 2018 and an additional $7.7 million in 2019.
As at December 31, 2019, the Company holds 45,969,569 common shares representing a 15.9% interest in Osisko Mining (16.7% as at December 31, 2018). Based on the fact that some directors of Osisko are also directors of Osisko Mining, and because of other facts and circumstances, the Company concluded that it exercises significant influence over Osisko Mining and accounts for its investment using the equity method.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
12. Investments in associates (continued)
Material investments (continued)
Osisko Metals Incorporated
Osisko Metals Incorporated ("Osisko Metals") is a Canadian base metal exploration and development company with a focus on zinc mineral assets. The company's flagship properties are the Pine Point mining camp, located in the Northwest Territories and the Bathurst mining camp, located in northern New Brunswick. The Company owns a 1.5% NSR royalty on the Pine Point mining camp (acquired in January 2020 for $6.5 million) and a 1% NSR royalty on the Bathurst mining camp. The Company invested $3.0 million in Osisko Metals in 2018 and an additional $7.8 million in 2019.
As at December 31, 2019, the Company holds 29,877,397 common shares representing a 17.9% interest in Osisko Metals (12.7% as at December 31, 2018). Based on the fact that some officers and directors of Osisko are also directors of Osisko Metals, and because of other facts and circumstances, the Company concluded that it exercises significant influence over Osisko Metals and accounts for its investment using the equity method.
The financial information of the individually material associates is as follows and includes adjustments to the accounting policies of the associates to conform to those of Osisko (in thousands of dollars):
| Osisko Mining | Osisko Metals | Barkerville | Victoria | Falco | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019(i) | 2018(ii) | 2019(i) | 2018(ii),(vii) | 2019(iii) | 2018(ii) | 2019(iv) | 2018(v) | 2019(vi) | 2018(ii) | ||||||||||
| Current assets | 130,495 | 121,424 | 13,166 | 27,397 | n/a | 32,533 | n/a | 50,084 | n/a | 9,209 | |||||||||
| Non-current assets | 526,926 | 411,548 | 81,337 | 59,827 | n/a | 166,995 | n/a | 427,529 | n/a | 132,255 | |||||||||
| Current liabilities | 25,833 | 13,540 | 6,139 | 10,867 | n/a | 17,196 | n/a | 90,527 | n/a | 40,415 | |||||||||
| Non-current liabilities | 68,773 | 29,434 | 3,246 | 500 | n/a | 14,172 | n/a | 87,811 | n/a | 9,758 | |||||||||
| Revenues | - | - | - | - | - | - | - | - | - | - | |||||||||
| Net earnings (loss) from continuing<br> operations and net income (loss) | (82,554 | ) | (19,022 | ) | (4,280 | ) | (2,819 | ) | (842 | ) | 8,907 | (8,587 | ) | (1,278 | ) | (8,589 | ) | (6,713 | ) |
| Other comprehensive income (loss) | (4,453 | ) | (7,843 | ) | (327 | ) | 837 | 10 | (181 | ) | (81 | ) | (307 | ) | - | - | |||
| Comprehensive income (loss) | (87,007 | ) | (26,865 | ) | (4,607 | ) | (1,982 | ) | (832 | ) | 8,726 | (8,668 | ) | (1,585 | ) | (8,589 | ) | (6,713 | ) |
| Carrying value of investment^(v^^ii^^i)^ | 73,967 | 89,766 | 15,389 | 8,625 | n/a | 95,695 | n/a | 56,972 | n/a | 21,128 | |||||||||
| Fair value of investment^(v^^ii^^i)^ | 186,177 | 131,673 | 12,698 | 7,510 | n/a | 65,146 | n/a | 44,558 | n/a | 10,449 |
All values are in US Dollars.
(i) Information is for the reconstructed twelve months ended September 30, 2019 and as at September 30, 2019.
(ii) Information is for the reconstructed twelve months ended September 30, 2018 and as at September 30, 2018.
(iii) Information is for the reconstructed twelve months ended September 30, 2019. Following the acquisition of Barkerville on November 21, 2019 (Note 7), Barkerville became a wholly-owned subsidiary of Osisko.
(iv) Information is for the reconstructed six months ended May 31, 2019. The Victoria investment was disposed on July 15, 2019 (Note 21).
(v) Information is for the reconstructed twelve months ended November 30, 2018 and as at November 30, 2018.
(vi) Information is for the reconstructed twelve months ended September 30, 2019. Falco is not considered an individually material associate since October 1, 2019, following an impairment charge on the net investment of $12.5 million.
(vii) Osisko Metals became an individually material associate during the three months period ended December 31, 2019.
(viii) As at December 31, 2019 and 2018.
Investments in immaterial associates
The Company has interests in a number of individually immaterial associates that are accounted for using the equity method. The aggregate financial information on these associates is as follows:
| 2019 | 2018 | |||
|---|---|---|---|---|
| Aggregate amount of the Company's share of net loss | (2,058 | ) | (4,194 | ) |
| Aggregate amount of the Company's share of other comprehensive income | - | 897 | ||
| Aggregate carrying value of investments | 14,284 | 41,351 | ||
| Aggregate fair value of investments | 21,166 | 41,198 |
All values are in US Dollars.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
13. Other investments
| 2019 | **** | 2018 | **** | |||||
|---|---|---|---|---|---|---|---|---|
| **** | **** | |||||||
| Fair value through profit or loss (warrants) | **** | |||||||
| Balance - January 1 | 3,348 | 8,092 | ||||||
| Acquisitions | 1,085 | 3,093 | ||||||
| Exercise | (1,055 | ) | - | |||||
| Change in fair value | (1,089 | ) | (7,837 | ) | ||||
| Deemed disposal (Note 7) | (589 | ) | - | |||||
| 1,700 | 3,348 | |||||||
| **** | **** | **** | **** | |||||
| Fair value through other comprehensive income (shares) | ||||||||
| Balance - January 1 | 104,055 | 106,841 | ||||||
| Acquisitions | 27,259 | 14,453 | ||||||
| Transfer from associates (Note 12) | 9,676 | 46,625 | ||||||
| Change in fair value | 13,287 | (29,773 | ) | |||||
| Transfer to associates (Note 12) | - | (7,048 | ) | |||||
| Disposals - Share Repurchase (Note 21) | (90,546 | ) | - | |||||
| Disposals ^(i)^ | (6,322 | ) | (27,043 | ) | ||||
| Balance - December 31 | 57,409 | 104,055 | ||||||
| **** | **** | **** | **** | |||||
| Amortized cost | ||||||||
| Balance - January 1 | 2,200 | 200 | ||||||
| Acquisition (Note 14) | 8,778 | 2,000 | ||||||
| Transfer to short-term investments | (2,200 | ) | - | |||||
| Balance - December 31 | 8,778 | 2,200 | ||||||
| Total | 67,886 | 109,603 |
All values are in US Dollars.
(i) In 2019, an investment in a company classified as an investment at fair value through other comprehensive income was acquired by way of a share exchange. This non-cash transaction resulted in the disposal of the investment in the acquiree and the acquisition of an investment in the acquirer for an amount of $5.7 million.
Other investments comprise common shares, warrants, notes receivable and credit facilities, mostly from Canadian publicly traded companies. As at December 31, 2018, other investments also comprised the common shares held in Dalradian, which was a private company from September 7, 2018 up to its disposal in June 2019 (Note 12).
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
14. Royalty, stream and other interests
| **** | 2019 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Royalty interests | Stream interests | Offtake interests | Total | ||||||||
| Balance - January 1 | 707,723 | 606,410 | 100,535 | 1,414,668 | |||||||
| Acquisitions | 41,529 | 48,573 | - | 90,102 | |||||||
| NSR royalty on the Cariboo properties owned prior<br> to the acquisition of Barkerville (Note 7) | (56,070 | ) | - | - | (56,070 | ) | |||||
| Transfer | (10,000 | ) | 10,000 | - | - | ||||||
| Disposal | (2,277 | ) | - | (47,116 | ) | (49,393 | ) | ||||
| Depletion | (20,908 | ) | (23,335 | ) | (2,766 | ) | (47,009 | ) | |||
| Impairment | (27,689 | ) | (138,689 | ) | (27,213 | ) | (193,591 | ) | |||
| Translation adjustments | (4,741 | ) | (19,795 | ) | (3,659 | ) | (28,195 | ) | |||
| Balance - December 31 | 627,567 | 483,164 | 19,781 | 1,130,512 | |||||||
| Producing | |||||||||||
| Cost | 604,950 | 509,179 | 18,792 | 1,132,921 | |||||||
| Accumulated depletion and impairment | (345,521 | ) | (141,826 | ) | (13,001 | ) | (500,348 | ) | |||
| Net book value - December 31 | 259,429 | 367,353 | 5,791 | 632,573 | |||||||
| Development | |||||||||||
| Cost | 185,636 | 168,290 | 31,881 | 385,807 | |||||||
| Accumulated depletion and impairment | - | (52,479 | ) | (27,070 | ) | (79,549 | ) | ||||
| Net book value - December 31 | 185,636 | 115,811 | 4,811 | 306,258 | |||||||
| Exploration and evaluation | |||||||||||
| Cost | 182,502 | - | 9,179 | 191,681 | |||||||
| Accumulated depletion | - | - | - | - | |||||||
| Net book value - December 31 | 182,502 | - | 9,179 | 191,681 | |||||||
| Total net book value - December 31 | 627,567 | 483,164 | 19,781 | 1,130,512 |
All values are in US Dollars.
Main acquisitions - 2019
Horne 5 property - silver stream (Falco Resources Ltd.)
In 2018, Osisko entered into a binding term sheet to provide Falco with a senior secured silver stream credit facility ("Falco Silver Stream") with reference to up to 100% of the future silver produced from the Horne 5 property located in Rouyn-Noranda, Québec. As part of the Falco Silver Stream, Osisko will make staged upfront cash deposits to Falco of up to $180.0 million and will make ongoing payments equal to 20% of the spot price of silver, to a maximum of US$6 per ounce. The Falco Silver Stream is secured by a first priority lien on the project and all assets of Falco. The Falco Silver Stream was closed in February 2019, which triggered the payment of the first installment of $25.0 million to Falco. Two previously outstanding notes receivable amounting to $20.0 million were applied against the first installment ($10.0 million was included under Short-term investment on the consolidated balance sheet and $10.0 million was under Royalty, stream and other interests as the note was convertible into a 1% NSR royalty at the sole discretion of Osisko) and the remaining balance of $5.0 million was paid to Falco.
Dublin Gulch property - NSR royalty (Victoria Gold Corp.)
In 2018, Osisko acquired from Victoria Gold Corp. ("Victoria"), an associate of the Company at the time, a 5% NSR royalty for $98.0 million on the Dublin Gulch property which hosts the Eagle Gold project located in Yukon, Canada. During the year ended December 31, 2018, payments totaling $78.4 million were made under the royalty agreement. The remaining balance of $19.6 million was paid during the three months ended March 31, 2019.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
14. Royalty, stream and other interests (continued)
Main acquisitions - 2019 (continued)
Mantos Blancos - silver stream (Mantos Copper S.A.)
In September 2019, Osisko invested an additional US$25.0 million ($33.4 million) on its existing silver stream with Mantos Copper S.A. with respect to 100% of the silver produced from the Mantos Blancos copper mine located in Chile. Under the terms of the stream amendments, the ongoing transfer price payment per ounce were reduced from 25% to 8% of the spot silver price on the date of delivery and the tail stream was increased from 30% to 40% of payable silver after 19.3 million ounces of refined silver have been delivered. In addition, Mantos Copper S.A.'s right to buy back 50% of the silver stream in September 2019 or 2020 has been terminated.
Main disposal - 2019
Brucejack offtake
In September 2019, Osisko Bermuda Limited ("OBL"), a wholly owned subsidiary of Osisko, has entered into an agreement with Pretium Exploration Inc., a subsidiary of Pretium Resources Inc. in regards to the sale of OBL's interest in the Brucejack gold offtake contract for a cash purchase price of US$41.3 million ($54.7 million). An amount of US$31.2 million ($41.3 million) was paid on September 30, 2019 and the remaining US$10.1 million ($13.4 million) was paid on November 30, 2019. The disposal generated a gain of US$5.8 million ($7.6 million).
Update on the Renard mine diamond stream (Credit bid transaction for Stornoway Diamond Corporation)
On September 9, 2019, Osisko announced that it had entered into a letter of intent ("LOI") with Stornoway Diamond Corporation ("Stornoway") and certain of its subsidiaries alongside other secured creditors under the bridge financing agreement entered into with Stornoway on June 10, 2019, including Diaquem Inc., a wholly-owned subsidiary of Ressources Québec Inc. (collectively the "Secured Creditors").
Under the terms of the LOI, Osisko and the Secured Creditors have confirmed their intention to form an entity which will acquire by way of a credit bid transaction all or substantially all of the assets and properties of Stornoway, and assume the debts and liabilities owing to the Secured Creditors as well as the ongoing obligations relating to the operation of the Renard mine, subject to certain limited exceptions ("Credit Bid Transaction").
Pursuant to the Credit Bid Transaction, Osisko will maintain its 9.6% diamond stream on the Renard mine and will continue to receive stream deliveries, and has agreed to continue to reinvest its proceeds from the stream for a period of one year from the date of closing of the Credit Bid Transaction. As of December 31, 2019, an amount of $6.3 million was advanced from the proceeds of the stream deliveries and is included in short-term investments.
In connection with the Credit Bid Transaction, Stornoway had applied on September 9, 2019 to the Superior Court of Québec (Commercial Division) for protection under the CCAA in order to restructure its business and financial affairs.
Concurrently with entering into the LOI, Osisko and certain of the Secured Creditors have entered into a definitive and binding working capital facility agreement with Stornoway providing for a working capital facility in an initial amount of $20.0 million, which facility is secured by a priority charge over the assets of Stornoway. Osisko's attributable portion of the working capital facility will be approximately $7.0 million, of which $2.5 million was advanced as of December 31, 2019. The working capital facility provides the financing and liquidity required to ensure that the Renard mine continues to operate in an uninterrupted manner.
The Credit Bid Transaction was closed on November 1, 2019 and Osisko became a 35.1% shareholder of the company now holding the Renard diamond mine, which is considered as an associate from that date.
Main impairments - 2019
Renard mine diamond stream (Stornoway Diamond Corporation)
In March 2019, the operator of the Renard diamond mine in Québec, Canada, announced a significant impairment charge of $83.2 million on its Renard diamond mine reflecting an outlook of lower than expected diamond pricing. This was considered an indicator of impairment among other facts and circumstances and, accordingly, management performed an impairment assessment as at March 31, 2019. The Company recorded an impairment charge of $38.9 million ($28.6 million, net of income taxes) on the Renard diamond stream.
On March 31, 2019, the Renard diamond stream was written down to its estimated recoverable amount of $122.4 million, which was determined by the fair value less cost of disposal using a discounted cash-flows approach. The fair value of the Renard diamond stream is classified as level 3 of the fair value hierarchy because the main valuation inputs used are significant unobservable inputs. The main valuation inputs used were the cash flows expected to be generated by the sale of diamonds from the Renard diamond stream over the estimated life of the Renard diamond mine, based on expected long-term diamond prices per carat and a post-tax real discount rate of 4.7%.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
14. Royalty, stream and other interests (continued)
Main impairments - 2019 (continued)
Renard mine diamond stream (Stornoway Diamond Corporation) (continued)
In September 2019, the operator of the Renard diamond mine, Stornoway Diamond Corporation, announced that it had applied to the Superior Court of Québec (Commercial Division) for protection under the Companies' Creditors Arrangement Act (Canada) ("CCAA") in order to restructure its business and financial affairs. This was considered an indicator of impairment among other facts and circumstances and, accordingly, management performed an impairment assessment as at September 30, 2019. The Company recorded an impairment charge of $47.2 million ($34.6 million, net of income taxes) on the Renard diamond stream.
On September 30, 2019, the Renard diamond stream was written down to its estimated recoverable amount of $70.2 million, which was determined by the fair value less cost of disposal using a discounted cash-flows approach. The fair value of the Renard diamond stream is classified as level 3 of the fair value hierarchy because the main valuation inputs used are significant unobservable inputs. The main valuation inputs used were the cash flows expected to be generated by the sale of diamonds from the Renard diamond stream over the estimated life of the Renard diamond mine, based on expected long-term diamond prices per carat and a post-tax real discount rate of 4.6%.
A sensitivity analysis was performed by management for the long-term diamond price and the post-tax real discount rate (in isolation). If the long-term diamond price per carat applied to the cash flow projections had been 10% lower than management's estimates, the Company would have recognized an additional impairment charge of $7.0 million ($5.1 million, net of income taxes). If the post-tax real discount rate applied to the cash flow projections had been 100 basis points higher than management's estimates, the Company would have recognized an additional impairment charge of $3.0 million ($2.2 million, net of income taxes).
Amulsar stream and offtake (Lydian International Limited)
In September 2019, Lydian International Limited announced a delay in the timing of the construction activities, expected first gold pour and ramp up to full production as a result of the 15-month blockade on construction as well as changes to the expected life of mine and annual production for the Amulsar project in Armenia. This was considered an indicator of impairment among other facts and circumstances and, accordingly, management performed an impairment assessment as at September 30, 2019. The Company recorded an impairment charge of US$9.9 million ($13.1 million) on the Amulsar stream and offtake.
On September 30, 2019, the Amulsar stream and offtake were written down to their estimated recoverable amount of US$73.7 million ($97.0 million), which was determined by the fair value less cost of disposal using a discounted cash-flows approach. The fair value of the Amulsar stream and offtake is classified as level 3 of the fair value hierarchy because the main valuation inputs used are significant unobservable inputs. The main valuation inputs used were the cash flows expected to be generated by the sale of gold and silver from the Amulsar stream and offtake over the estimated life of the Amulsar mine, based on expected long-term gold and silver prices per ounce of US$1,350 and US$17.75, respectively, and a post-tax real discount rate of 6.1%.
In December 2019, Lydian International Limited announced that it had applied to the Ontario Superior Court of Justice for protection under the CCAA in order to restructure its business and financial affairs. This was considered an indicator of impairment among other facts and circumstances and, accordingly, management performed an impairment assessment as at December 31, 2019. The Company recorded an impairment charge of US$51.3 million ($66.7 million) on the Amulsar stream and offtake.
On December 31, 2019, the Amulsar stream and offtake were written down to their estimated recoverable amount of US$22.3 million ($29.0 million), which was determined by the fair value less cost of disposal using discounted cash-flows approaches and estimated probabilities of different exit scenarios from CCAA. The fair value of the Amulsar stream and offtake is classified as level 3 of the fair value hierarchy because the main valuation inputs used are significant unobservable inputs. The main valuation inputs used were the cash flows expected to be generated by the sale of gold and silver from the potential amendment of the Amulsar stream over the estimated life of the Amulsar mine, based on expected long-term gold and silver prices per ounce of US$1,400 and US$17.50, respectively, a post-tax real discount rate of 10.1% and potential amendments of the Amulsar stream agreement resulting from probability weighted exit scenarios from the CCAA process.
A sensitivity analysis was performed by management for the long-term gold and silver prices and the post-tax real discount rate (in isolation). If the long-term gold and silver prices per ounce applied to the cash flow projections had been 10% lower than management's estimates, the Company would have recognized an additional impairment charge of US$2.0 million ($2.6 million). If the probabilities of the different scenarios had been 10% lower (negative) than management's estimates, the Company would have recognized an additional impairment charge of US$4.5 million ($5.8 million). If the post-tax real discount rate applied to the cash flow projections had been 100 basis points higher than management's estimates, the Company would have recognized an additional impairment charge of US$1.6 million ($2.1 million).
In addition, an impairment of US$3.6 million ($4.7 million) was taken on a note receivable and amounts receivable from Lydian.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
14. Royalty, stream and other interests (continued)
Main impairments - 2019 (continued)
Éléonore royalty (Newmont Corporation)
In February 2020, the operator of the Éléonore gold mine in Québec, Canada, announced that it has updated its mineral reserve and resource estimates for the Éléonore mine as at December 31, 2019. As a result of the update, proven and probable gold mineral reserves and resources decreased by approximately 50%. This was considered an indicator of impairment among other facts and circumstances and, accordingly, management performed an impairment assessment as at December 31, 2019. The Company recorded an impairment charge of $27.2 million ($20.0 million, net of income taxes) on the Éléonore NSR royalty for the year ended December 31, 2019.
On December 31, 2019, the Éléonore NSR royalty was written down to its estimated recoverable amount of $101.3 million, which was determined by the fair value less cost of disposal using a discounted cash-flows approach. The fair value of the Éléonore NSR royalty is classified as level 3 of the fair value hierarchy because the main valuation inputs used are significant unobservable inputs. The main valuation inputs used were the cash flows expected to be generated by the sale of gold received from the Éléonore NSR royalty based on the long-term annual gold production of 355,000 ounces over the estimated life of the Éléonore mine, the long-term gold price of US$1,400 per ounce and a post-tax real discount rate of 4.1%, adjusted for the decrease in reserves and resources.
A sensitivity analysis was performed by management for the long-term gold price and the post-tax real discount rate (in isolation). If the long-term gold price applied to the cash flow projections had been 10% lower than management's estimates (US$1,260 per ounce instead of US$1,400 per ounce), the Company would have recognized an additional impairment charge of $10.1 million. If the post-tax real discount rate applied to the cash flow projections had been 100 basis points higher than management's estimates (5.1% instead of 4.1%), the Company would have recognized an additional impairment charge of $4.2 million.
| **** | 2018 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Royalty interests | Stream interests | Offtake interests | Total | ||||||||
| Balance - January 1 | 770,530 | 700,078 | 105,164 | 1,575,772 | |||||||
| Acquisitions | 109,670 | 31,431 | - | 141,101 | |||||||
| Conversion | - | 4,278 | (4,278 | ) | - | ||||||
| Disposal | - | (150,289 | ) | - | (150,289 | ) | |||||
| Depletion | (26,972 | ) | (21,217 | ) | (4,423 | ) | (52,612 | ) | |||
| Impairment | (153,639 | ) | - | (4,561 | ) | (158,200 | ) | ||||
| Translation adjustments | 8,134 | 42,129 | 8,633 | 58,896 | |||||||
| Balance - December 31 | 707,723 | 606,410 | 100,535 | 1,414,668 | |||||||
| Producing | |||||||||||
| Cost | 510,738 | 489,407 | 68,072 | 1,068,217 | |||||||
| Accumulated depletion and impairment | (297,137 | ) | (33,502 | ) | (10,665 | ) | (341,304 | ) | |||
| Net book value - December 31 | 213,601 | 455,905 | 57,407 | 726,913 | |||||||
| Development | |||||||||||
| Cost | 270,066 | 150,505 | 33,486 | 454,057 | |||||||
| Accumulated depletion | - | - | - | - | |||||||
| Net book value - December | 270,066 | 150,505 | 33,486 | 454,057 | |||||||
| Exploration and evaluation | |||||||||||
| Cost | 224,056 | - | 9,642 | 233,698 | |||||||
| Accumulated depletion | - | - | - | - | |||||||
| Net book value - December 31 | 224,056 | - | 9,642 | 233,698 | |||||||
| Total net book value - December 31 | 707,723 | 606,410 | 100,535 | 1,414,668 |
All values are in US Dollars.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
14. Royalty, stream and other interests (continued)
Main acquisitions - 2018
Dublin Gulch property NSR royalty (Victoria)
In April 2018, Osisko completed a $148.0 million financing transaction with Victoria, pursuant to which Osisko acquired from Victoria a 5% NSR royalty for $98.0 million on the Dublin Gulch property which hosts the Eagle Gold project located in Yukon, Canada, and acquired common shares of Victoria for $50.0 million. The 5% NSR royalty applies to all metals and minerals produced from the Dublin Gulch property, until an aggregate of 97,500 ounces of refined gold has been delivered to Osisko, and a 3% NSR royalty thereafter. The first tranche of the $98.0 million purchase price, representing $49.0 million, was paid on the closing of the transaction and the second tranche of $49.0 million will be funded pro rata to drawdowns under the subordinated debt facilities provided by Orion (or a third party). In 2018, two payments of $14.7 million were made to Victoria as part of the second tranche of the royalty purchase price, and the remaining commitment of $19.6 million was paid in 2019. The common shares of Victoria were disposed in 2019 (Note 21).
Cariboo property NSR royalty (Barkerville)
In September 2018, Osisko entered into a second amended and restated royalty purchase agreement with Barkerville pursuant to which it has acquired an additional 1.75% NSR royalty for the aggregate purchase price of $20.0 million on the Cariboo property, increasing the total NSR royalty held by Osisko to 4%. Osisko acquired Barkerville in November 2019, which became a wholly-owned subsidiary (Note 7).
Renard mine diamond stream (Stornoway Diamond Corporation)
In October 2018, Osisko announced that it has entered into an amended and restated purchase and sale agreement (the "Amended Renard Streaming Agreement") with Stornoway in relation to the Renard stream ("Renard Stream Amendment"). As part of the Amended Renard Streaming Agreement, Osisko, along with Caisse de dépôt et placement du Québec, Triple Flag Mining Finance Bermuda Ltd., Albion Exploration Fund, LLC and Washington State Investment Board (collectively, the "Streamers"), which collectively own a 20% diamond stream on the Renard mine (9.6% stream attributable to Osisko) (the "Renard Stream"), paid Stornoway the U.S. dollar equivalent of $45.0 million in cash ($21.4 million attributable to Osisko) as an additional up-front deposit to Stornoway.
The terms of the Amended Renard Streaming Agreement provide that the Streamers shall continue to hold a 20% undivided interest (9.6% stream attributable to Osisko) in all diamonds produced from the Renard mining property for the life of the mine (prior to the amendment, the stream was applicable to all diamonds produced from the first 5 project kimberlites to be mined at Renard for the life of mine, and the first 30 million carats from the property overall). Upon the completion of a sale of diamonds, the Streamers will remit to Stornoway a cash transfer payment which shall be the lesser of 40% of achieved sales price and US$40 per carat (prior to the amendment, the cash transfer was a fixed amount of US$50 per carat escalating at 1% per annum).
In addition, for the purpose of calculating stream remittances, Stornoway shall separately sell any diamonds smaller than the +7 DTC sieve size that are recovered in excess of the maximum agreed-upon proportion within a sale of run of mine ("ROM") diamonds (the excess small diamonds or incidentals). In this manner, Stornoway shall restrict the proportion of small diamonds contained in a ROM sale such that the Streamers and Stornoway will be fully aligned on upside price exposure with downside protection on price and product mix.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
14. Royalty, stream and other interests (continued)
Disposal - 2018
Brucejack gold and silver stream (Pretium Resources Inc.)
In September 2018, Osisko announced that Osisko Bermuda Limited ("OBL"), a wholly-owned subsidiary of Osisko, had received a notice from Pretium Resources Inc. ("Pretium") in regards to its election to exercise its option to fully repurchase OBL's interest in the Brucejack gold and silver stream, as provided for in the purchase and sale agreement between the parties dated September 15, 2015 (the "Stream Agreement"). Under the Stream Agreement, Pretium had an option to repurchase 100% of OBL's share of the Brucejack gold and silver stream by making a payment of US$118.5 million to OBL on December 31, 2018. In order to exercise this option, Pretium had to provide 90 days' prior written notice to OBL.
In December 2018, OBL received the proceeds of US$118.5 million ($159.4 million) from Pretium. The book value of the Brucejack gold and silver stream was US$111.7 million ($150.3 million), which resulted in a gain on disposal of a stream interest of US$6.8 million ($9.1 million) presented on the consolidated statement of loss for the year ended December 31, 2018.
Impairments - 2018
In 2018, the Company recorded impairment charges of $159.0 million ($118.3 million, net of income taxes), including $158.2 million ($117.5 million, net of income taxes) on royalty, stream and other interests and $0.8 million to write-off an amount receivable from the operator of an impaired asset.
Éléonore NSR royalty
In October 2018, the operator of the Éléonore gold mine in Québec, Canada, announced that it has updated its mineral reserve and resource estimates for the Éléonore mine as at June 30, 2018. As a result of the update, proven and probable gold mineral reserves and resources decreased by 21%. This was considered an indicator of impairment among other facts and circumstances and, accordingly, management performed an impairment assessment as at December 31, 2018. The Company recorded an impairment charge of $148.5 million ($109.1 million, net of income taxes) on the Éléonore NSR royalty for the year ended December 31, 2018.
On December 31, 2018, the Éléonore NSR royalty was written down to its estimated recoverable amount of $138.6 million, which was determined by the fair value less cost of disposal using a discounted cash-flows approach. The fair value of the Éléonore NSR royalty is classified as level 3 of the fair value hierarchy because the main valuation inputs used are significant unobservable inputs. The main valuation inputs used were the cash flows expected to be generated by the sale of gold received from the Éléonore NSR royalty based on the long-term annual gold production of 400,000 ounces over the estimated life of the Éléonore mine, the long-term gold price of US$1,300 per ounce and a post-tax real discount rate of 5.1%, adjusted for the decrease in reserves and resources.
A sensitivity analysis was performed by management for the long-term gold price and the post-tax real discount rate (in isolation). If the long-term gold price applied to the cash flow projections had been 10% lower than management's estimates (US$1,170 per ounce instead of US$1,300 per ounce), the Company would have recognized an additional impairment charge of $13.9 million. If the post-tax real discount rate applied to the cash flow projections had been 100 basis points higher than management's estimates (6.1% instead of 5.1%), the Company would have recognized an additional impairment charge of $7.8 million.
Other assets impaired
The Company recorded additional impairment charges on royalty and offtake interests of $9.7 million ($8.3 million net of income taxes) on assets for which the Company does not expect to receive future revenues, and on assets held by companies that have ceased or are expected to cease production or are in bankruptcy.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
15. Mining interests and plant and equipment
| 2019 | 2018 | |||||||
|---|---|---|---|---|---|---|---|---|
| Mining<br>interests | Plant and equipment | Total | Plant and equipment | |||||
| $ | ||||||||
| Net book value - January 1 | - | 189 | 189 | 258 | ||||
| Adoption of IFRS 16 (Note 4) | - | 9,432 | 9,432 | - | ||||
| Acquisition of Barkerville (Note 7) | 258,153 | 13,968 | 272,121 | - | ||||
| NSR royalty held on the Cariboo property prior<br> to the acquisition of Barkerville (Note 7) | 56,070 | - | 56,070 | - | ||||
| Additions | 5,555 | 1,595 | 7,150 | 105 | ||||
| Depreciation | - | (1,499 | ) | (1,499 | ) | (174 | ) | |
| Depreciation capitalized | 230 | - | 230 | - | ||||
| Net book value - December 31 | 320,008 | 23,685 | 343,693 | 189 | ||||
| Closing balance | ||||||||
| Cost | 320,008 | 25,681 | 345,689 | 684 | ||||
| Accumulated depreciation | - | (1,996 | ) | (1,996 | ) | (495 | ) | |
| Net book value | 320,008 | 23,685 | 343,693 | 189 |
All values are in US Dollars.
16. Exploration and evaluation
| 2019 | 2018 | ||||
|---|---|---|---|---|---|
| Net book value - January 1 | 95,002 | 102,182 | |||
| Additions | 221 | 257 | |||
| Investments tax credits | - | (93 | ) | ||
| Transfer to royalty, stream and other interests ^(i)^ | (2,288 | ) | - | ||
| Impairments ^(^^i^^i)^ | (49,986 | ) | (7,344 | ) | |
| Net book value - December 31^(^^i^^ii)^ | 42,949 | 95,002 | |||
| Balance - December 31 | |||||
| Cost | 101,139 | 103,206 | |||
| Accumulated impairment | (58,190 | ) | (8,204 | ) | |
| Net book value - December 31^(ii^^i^^)^ | 42,949 | 95,002 |
All values are in US Dollars.
(i) In 2016, Osisko entered into an earn-in agreement with Osisko Mining on the Kan property. In 2019, Osisko Mining reached the minimal investment threshold on the Kan property. Therefore, a 100% interest in the Kan property was transferred to Osisko Mining (now held by O3 Mining Inc.) and Osisko holds an escalating NSR royalty ranging from 1.5% to 3.5% on precious metals and a 2.0% NSR royalty on other metals and minerals produced from the Kan property.
(ii) In 2019, the Company incurred an impairment charge of $50.0 million ($37.6 million, net of income taxes) on its Coulon zinc project in Canada for which the Company determined that further exploration and evaluation expenditures are no longer planned in the near term and that the carrying amount of the asset is unlikely to be recovered in full from a sale of the project at the current time. On December 31, 2019, the Coulon project was written down to its estimated recoverable amount of $10.0 million, which was determined by the fair value less cost of disposal using a market approach, based on a dollar value per thousand pounds of mineral reserve/resource of zinc equivalent for comparable sales transactions realized. In 2018, the Company had incurred an impairment charge of $7.3 million ($5.4 million, net of income taxes) on certain exploration and evaluation properties in Canada for which substantive exploration and evaluation expenditures (taking into consideration such expenditures to be incurred by a farmee) is neither budgeted nor planned or for which the Company (or the farmee) has decided to discontinue such activities.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
16. Exploration and evaluation (continued)
(iii) Exploration and evaluation assets having a net book value of $31.7 million as at December 31, 2019 ($34.0 million as at December 31, 2018) are subject to different earn-in agreements with O3 Mining Inc. ("O3 Mining"), an associate of the Company. Under the earn-in agreements (originally signed in 2016 with Osisko Mining, which has transferred them to O3 Mining in 2019), O3 Mining may earn a 100% interest in most of Osisko's exploration properties located in the James Bay area and Labrador Trough (excluding the Coulon copper-zinc project) upon completing expenditures of $26.0 million over an initial 7-year period; O3 Mining may earn a first 50% interest upon completing expenditures totaling $15.6 million over an initial 4-year period. Osisko will retain an escalating NSR royalty ranging from 1.5% to 3.5% on precious metals and a 2.0% NSR royalty on other metals and minerals produced from the properties. In 2019, investments on the properties by the farmee amounted to approximately $2.0 million for a total to date of $6.6 million.
17. Goodwill
The Company's goodwill is allocated to a group of cash generating units: the Éléonore NSR royalty and the Canadian Malartic NSR royalty ("CGUs").
The Company tests whether goodwill has suffered any impairment on an annual basis. The recoverable amount of the CGUs is determined based on the fair value less costs of disposal calculations using a discounted cash-flows approach, which require the use of assumptions and unobservable inputs, and therefore is classified as level 3 of the fair value hierarchy. The calculations use cash flow projections expected to be generated by the sale of gold and silver received from the CGUs based on annual gold and silver production over their estimated life from publicly released technical information by the operators to predict future performance.
The following table sets out the key assumptions for the CGUs in addition to annual gold and silver production over the estimated life of the Éléonore and Canadian Malartic mines:
| 2019 | 2018 | |
|---|---|---|
| Long-term gold price (per ounce) | US$1,400 | US$1,300 |
| Long-term silver price (per ounce) | US$18 | US$18 |
| Post-tax real discount rate | 4.1% | 5.1% |
Management has determined the values assigned to each of the above key assumptions as follows:
| Assumption | Approach used to determine values |
|---|---|
| Long-term gold price | Based on current gold market trends consistent with external sources of information, such as long-term gold price consensus. |
| Long-term silver price | Based on current silver market trends consistent with external sources of information, such as long-term silver price consensus. |
| Post-tax real discount rate | Reflects specific risks relating to gold mines operating in Québec, Canada. |
The Company's management has considered and assessed reasonably possible changes for key assumptions and has not identified any instances that could cause the carrying amount of the CGUs to exceed their recoverable amounts.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
18. Accounts payable and accrued liabilities
| December 31, | December 31, | |
|---|---|---|
| 2019 | 2018 | |
| $ | $ | |
| Payables on metals received from offtakes | - | 5,190 |
| Trade payables | 6,836 | 217 |
| Other payables | 6,044 | 5,246 |
| Accrued interests on long-term debt | 265 | 46 |
| Other accrued liabilities | 5,627 | 1,033 |
| 18,772 | 11,732 |
19. Provisions and other liabilities
| **** | **** | 2019 | 2018 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted share units(i) | Deferred share units(i) | Environmental rehabilitation(iii) | Lease liabilities(iii) | Total | Restricted share units | Deferred share units | Total | |||||||||
| Balance - Beginning of period | 32 | 3,462 | - | - | 3,494 | 4,343 | 3,325 | 7,668 | ||||||||
| Acquisition of Barkerville (Note 7) | - | - | 20,549 | - | 20,549 | - | - | - | ||||||||
| Adoption of IFRS 16 (Note 4) | - | - | - | 10,893 | 10,893 | - | - | - | ||||||||
| New liabilities | 11 | 416 | - | - | 427 | 1,906 | 1,323 | 3,229 | ||||||||
| Accretion | - | - | 89 | - | 89 | - | - | - | ||||||||
| Settlement of liabilities | (45 | ) | (544 | ) | - | (766 | ) | (1,355 | ) | (2,618 | ) | (499 | ) | (3,117 | ) | |
| RSU to be settled in equity | - | - | - | - | - | (2,426 | ) | - | (2,426 | ) | ||||||
| DSU to be settled in equity | - | (3,722 | ) | - | - | (3,722 | ) | - | - | - | ||||||
| Revision of estimates | 2 | 388 | (111 | ) | - | 279 | (1,173 | ) | (687 | ) | (1,860 | ) | ||||
| Balance - End of period | - | - | 20,527 | 10,127 | 30,654 | 32 | 3,462 | 3,494 | ||||||||
| Current portion | - | - | 493 | 796 | 1,289 | 32 | 3,462 | 3,494 | ||||||||
| Non-current portion | - | - | 20,034 | 9,331 | 29,365 | - | - | - | ||||||||
| - | - | 20,527 | 10,127 | 30,654 | 32 | 3,462 | 3,494 |
All values are in US Dollars.
(i) Additional information on the Deferred Share Units ("DSU") and Restricted Share Units ("RSU") are presented in Note 21.
(ii) The environmental rehabilitation provision represents the legal and contractual obligations associated with the eventual closure of the Company's mining interests, plant and equipment and exploration and evaluation assets. As at December 31, 2019, the estimated inflation-adjusted undiscounted cash flows required to settle the environmental rehabilitation amounts to $23.4 million. The weighted average actualization rate used is 4.2% and the disbursements are expected to be made between 2020 and 2024 as per the current closure plans.
(iii) The lease liabilities are described in Note 4.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
20. Long-term debt
The movements in the long-term debt are as follows:
| 2019 | 2018 | ||||
|---|---|---|---|---|---|
| Balance - January 1 | 352,769 | 464,308 | |||
| Increase in revolving credit facility | 19,772 | - | |||
| Decrease in revolving credit facility | (30,000 | ) | (123,475 | ) | |
| Amortization of transaction costs | 2,134 | 2,036 | |||
| Accretion expense | 4,657 | 4,456 | |||
| Foreign exchange revaluation impact | (290 | ) | 5,444 | ||
| Balance - December 31 | 349,042 | 352,769 |
All values are in US Dollars.
The summary of the long-term debt is as follows:
| December 31, | December 31, | ||||
|---|---|---|---|---|---|
| 2019 | 2018 | ||||
| Convertible debentures^(i)^^,(ii)^ | 350,000 | 350,000 | |||
| Revolving credit facility^(iii)^ | 19,482 | 30,000 | |||
| Long-term debt | 369,482 | 380,000 | |||
| Unamortized debt issuance costs | (6,733) | (8,867) | |||
| Unamortized accretion on convertible debentures | (13,707) | (18,364) | |||
| Long-term debt, net of issuance costs | 349,042 | 352,769 | |||
| Current portion | - | - | |||
| Non-current portion | 349,042 | 352,769 | |||
| 349,042 | 352,769 |
All values are in US Dollars.
(i) Convertible debenture (2016)
The $50.0 million convertible debenture held by Ressources Québec, a wholly-owned subsidiary of Investissement Québec, bears interest at a rate of 4.0% per annum payable on a quarterly basis and has a five-year term maturing on February 12, 2021. Ressources Québec is entitled, at its option, to convert the debenture into common shares of the Company at a price of $19.08 at any time during the term of the debenture.
(ii) Convertible debentures (2017)
The $300.0 million convertible debentures bear interest at a rate of 4.0% per annum, payable semi-annually on June 30 and December 31 of each year, commencing on June 30, 2018. The convertible debentures are convertible at the holder's option into common shares of the Company at a conversion price equal to $22.89 per common share. The convertible debentures will mature on December 31, 2022 and may be redeemed by Osisko, in certain circumstances, on or after December 31, 2020. The Debentures are listed for trading on the TSX under the symbol "OR.DB".
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
20. Long-term debt (continued)
(iii) Revolving credit facility
In September 2019, the Company amended its Facility increasing the amount from $350.0 million to $400.0 million, with an additional uncommitted accordion of up to $100.0 million (for a total availability of up to $500.0 million), and extended its maturity date by one year to November 14, 2023.
The uncommitted accordion is subject to standard due diligence procedures and acceptance of the lenders. The Facility is to be used for general corporate purposes and investments in the mineral industry, including the acquisition of royalty, stream and other interests. The Facility is secured by the Company's assets, present and future (including the royalty, stream and other interests).
The Facility is subject to standby fees. Funds drawn bear interest based on the base rate, prime rate or London Inter-Bank Offer Rate ("LIBOR") plus an applicable margin depending on the Company's leverage ratio. As at December 31, 2019, the Facility was drawn for US$15.0 million ($19.5 million) and the effective interest rate was 4.22%, including the applicable margin. The Facility includes covenants that require the Company to maintain certain financial ratios, including the Company's leverage ratios and meet certain non-financial requirements. As at December 31, 2019, all such ratios and requirements were met.
21. Share capital
Shares
Authorized
Unlimited number of common shares, without par value
Unlimited number of preferred shares, issuable in series
Issued and fully paid
157,469,361 common shares
Share repurchase and secondary offering
On June 25, 2019, Osisko announced that Betelgeuse LLC ("Orion"), a jointly owned subsidiary of certain investment funds managed by Orion Resource Partners, had entered into an agreement with a syndicate of underwriters pursuant to which the underwriters have agreed to purchase, on a bought deal basis, an aggregate of 7,850,000 common shares of the Company held by Orion (the "Secondary Offering") at an offering price of $14.10 per common share (the "Secondary Offering Price"). Osisko has not received any of the proceeds of the Secondary Offering. Orion has granted the underwriters an over-allotment option (the "Over-Allotment Option"), exercisable at any time up to 30 days from and including the date of closing of the Secondary Offering, to purchase up to 1,177,500 additional common shares, at the Secondary Offering Price. The Secondary Offering closed on July 11, 2019 and the Over-Allotment Option was exercised in full by the underwriters on July 18, 2019.
In a concurrent transaction, Osisko purchased for cancellation 12,385,717 of its common shares from Orion (the "Share Repurchase"), for an aggregate purchase price paid by Osisko to Orion of $174.6 million. The purchase price per common share to be paid by Osisko under the Share Repurchase was determined to be the Secondary Offering Price. Payment from Osisko to Orion consists of a combination of cash ($129.5 million) and the direct transfer of investments in associates and other investments held by Osisko ($45.1 million). In a concurrent transaction, Osisko has also sold to separate entities managed by Orion Resource Partners certain other equity securities held by Osisko for cash. The Share Repurchase resulted in an 8% reduction in basic common shares outstanding following the Share Repurchase.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
21. Share capital (continued)
Shares (continued)
Share repurchase and secondary offering (continued)
On June 28, 2019, Osisko and Orion completed the first tranche of the Share Repurchase. A total of 7,319,499 common shares of Osisko were acquired from Orion and subsequently cancelled. A portion of the purchase price of $103.2 million for the first tranche of the Share Repurchase was paid in cash (from the sale of all of the common shares held by Osisko in Dalradian to another entity managed by Orion Resource Partners) and a portion was paid in the form of the transfer from Osisko to Orion of investments in associates and other investments.
On July 15, 2019, Osisko and Orion closed the second tranche of the Share Repurchase for the acquisition and cancellation of 5,066,218 common shares of Osisko. The purchase price of $71.4 million was paid in cash (from the sale of all of the common shares held by Osisko in Victoria to another entity managed by Orion Resource Partners for a cash consideration of $71.4 million).
| Company | Settlement | Quarter | Value | |||
|---|---|---|---|---|---|---|
| Victoria Gold Corp. (associate) | Cash | Third | $71.4 million | |||
| Dalradian Resources Inc. (other investment) | Cash | Second | $58.1 million | |||
| Aquila Resources Inc. (associate) | Transfer | Second | $9.7 million | |||
| Highland Copper Company Inc. (associate) | Transfer | Second | $3.0 million | |||
| Other investments | Transfer | Second | $32.4 million | |||
| $174.6 million |
The transaction costs related to the Share Repurchase and Secondary Offering were reimbursed by Orion.
Employee Share Purchase Plan
In October 2015, the Company established an employee share purchase plan. Under the terms of the plan, the Company contributes an amount equal to 60% of the eligible employee's contribution towards the acquisition of common shares from treasury on a quarterly basis. A maximum of 1.0% of the issued and outstanding common shares are reserved for issuance under the current plan.
Normal Course Issuer Bid
In December 2018, Osisko renewed its normal course issuer bid ("NCIB") program. Under the terms of the 2018 NCIB program, Osisko could acquire up to 10,459,829 of its common shares from time to time in accordance with the normal course issuer bid procedures of the TSX. Repurchases under the 2018 NCIB program were authorized until December 11, 2019. Daily purchases were limited to 71,940 common shares, other than block purchase exemptions, representing 25% of the average daily trading volume of the common shares on the TSX for the six-month period ending November 30, 2018, being 287,760 common shares.
In December 2019, Osisko renewed its normal course issuer bid ("NCIB") program. Under the terms of the 2019 NCIB program, Osisko may acquire up to 13,681,732 of its common shares from time to time in accordance with the normal course issuer bid procedures of the TSX. Repurchases under the 2019 NCIB program are authorized until December 11, 2020. Daily purchases will be limited to 126,674 common shares, other than block purchase exemptions, representing 25% of the average daily trading volume of the common shares on the TSX for the six-month period ending November 30, 2019, being 506,698 common shares.
During the year ended December 31, 2019, the Company purchased for cancellation a total of 983,900 common shares under the 2018 NCIB program for $11.8 million (average acquisition price per share of $12.02).
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
21. Share capital (continued)
Shares (continued)
Normal Course Issuer Bid (continued)
During the year ended December 31, 2018, the Company purchased for cancellation a total of 1,860,299 common shares under the 2017 NCIB Program for $23.1 million and a total of 849,480 common shares under the 2018 NCIB Program for $9.8 million (for a total of 2,709,779 common shares acquired for $32.9 million, for an average acquisition price per share of $12.16), of which an amount of $1.7 million was included in accounts payable and accrued liabilities on the consolidated balance sheet at December 31, 2018 (paid in January 2019).
Dividends
The following table provides details on the dividends declared for the years ended December 31, 2019 and 2018:
| Declaration date | Dividend<br> per share | Record date | Payment date | Dividend payable | Dividend reinvestment plan^(i)^ | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| February 20, 2019 | 0.05 | March 29, 2019 | April 15, 2019 | 7,757,000 | 5,087,058 | |||||
| May 1, 2019 | 0.05 | June 28, 2019 | July 15, 2019 | 7,145,000 | 8,157,756 | |||||
| July 31, 2019 | 0.05 | September 30, 2019 | October 15, 2019 | 7,200,000 | 5,672,755 | |||||
| November 6, 2019 | 0.05 | December 31, 2019 | January 15, 2020 | 7,874,000 | 6,666,723 | |||||
| 0.20 | 29,976,000 | |||||||||
| February 16, 2018 | 0.05 | March 30, 2018 | April 16, 2018 | 7,811,000 | 27,302,917 | |||||
| May 3, 2018 | 0.05 | June 29, 2018 | July 16, 2018 | 7,811,000 | 8,097,787 | |||||
| August 2, 2018 | 0.05 | September 28, 2018 | October 15, 2018 | 7,812,000 | 28,065,085 | |||||
| November 6, 2018 | 0.05 | December 31, 2018 | January 15, 2019 | 7,779,000 | 29,627,597 | |||||
| Year 2018 | 0.20 | 31,213,000 |
All values are in US Dollars.
(i) Number of common shares held by shareholders participating to the dividend reinvestment plan described below.
Dividend reinvestment plan
The Company has a dividend reinvestment plan ("DRIP") that allows Canadian and U. S. shareholders to reinvest their cash dividends into additional common shares either purchased on the open market through the facilities of the TSX or the NYSE, or issued directly from treasury by the Company, or acquired by a combination thereof. In the case of a treasury issuance, the price will be the weighted average price of the common shares on the TSX or the NYSE during the five trading days immediately preceding the dividend payment date, less a discount, if any, of up to 5%, at the Company's sole election.
As at December 31, 2019, the holders of 6,666,723 common shares had elected to participate in the DRIP, representing dividends payable of $0.3 million. During the year ended December 31, 2019, the Company issued 198,609 common shares under the DRIP, at a discount rate of 3% (310,492 common shares in 2018 at a discount rate of 3%). On January 15, 2020, 28,351 common shares were issued under the DRIP at a discount rate of 3%.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
21. Share capital (continued)
Capital management
The Company's primary objective when managing capital is to maximize returns for its shareholders by growing its asset base, both organically through strategic investments in exploration and development companies and through accretive acquisitions of high-quality royalties, streams and other similar interests, while ensuring capital protection. The Company defines capital as long-term debt and total equity, including the undrawn portion of the revolving credit facility. Capital is managed by the Company's management and governed by the Board of Directors.
| December 31, | December 31, | |
|---|---|---|
| 2019 | 2018 | |
| $ | $ | |
| Long-term debt | 349,042 | 352,769 |
| Total equity | 1,493,446 | 1,771,595 |
| Undrawn revolving credit facility^(i)^ | 380,518 | 320,000 |
| 2,223,006 | 2,444,364 |
(i) Excluding the potential additional available credit (accordion) of $100.0 million as at December 31, 2019 and 2018 (Note 19).
There were no changes in the Company's approach to capital management during the year ended December 31, 2019, compared to the prior year. The Company is not subject to material externally imposed capital requirements and is in compliance with all its covenants under its revolving credit facility (Note 20) as at December 31, 2019.
22. Warrants
The following table summarizes the Company's movements for the warrants outstanding:
| 2019 | 2018 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Weighted | Weighted | ||||||||
| average | average | ||||||||
| Number of | exercise | Number of | exercise | ||||||
| Warrants^(i)^^,(ii)^ **** | Amount | price | Warrants^(i)^^,(ii)^ | Amount | price | ||||
| **** | $ | $ | |||||||
| Balance - January 1 | 11,195,500 | 30,901 | 27.61 | 11,195,500 | 30,901 | 27.61 | |||
| Expired ^(i)^ | (5,715,500 | ) | (12,829 | ) | 19.08 | - | - | - | |
| Balance - December 31 | 5,480,000 | 18,072 | 36.50 | 11,195,500 | 30,901 | 27.61 |
All values are in US Dollars.
(i) 5,715,500 warrants entitling the holder to purchase one common share of Osisko at a price of $19.08 expired unexercised on February 26, 2019.
(ii) 5,480,000 warrants entitling the holder to purchase one common share of Osisko at a price of $36.50 until March 5, 2022.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
23. Share-based compensation
Share options
The Company offers a share option plan (the "Plan") to its directors, officers, management, employees and consultants. Options may be granted at an exercise price determined by the Board of Directors but shall not be less than the closing market price of the common shares of the Company on the TSX on the day prior to their grant. No participant shall be granted an option which exceeds 5% of the issued and outstanding shares of the Company at the time of granting of the option. The number of common shares issued to insiders of the Company within one year and issuable to the insiders of the Company at any time under the Plan or combined with all other share compensation arrangements, cannot exceed 8% of the issued and outstanding common shares. The duration and the vesting period are determined by the Board of Directors. However, the expiry date may not exceed 7 years after the date of granting.
The following table summarizes information about the movement of the share options outstanding:
| **** | |||||||
|---|---|---|---|---|---|---|---|
| 2019 | 2018 | ||||||
| Weighted | Weighted | ||||||
| Number of | average | Number of | average | ||||
| options | exercise price | options | exercise price | ||||
| **** | $ | ||||||
| Balance - January 1 | 4,305,980 | 14.49 | 3,537,123 | 14.90 | |||
| Granted^(i)^ | 1,292,200 | 13.51 | 886,900 | 12.85 | |||
| Issued - Barkerville replacement share options^(ii)^ | 1,005,478 | 14.89 | - | - | |||
| Exercised | (1,355,531 | ) | 14.59 | - | - | ||
| Exercised - Virginia replacement share options^(i^^i^^i)^ | (148,984 | ) | 11.51 | (2,710 | ) | 13.93 | |
| Forfeited | (151,800 | ) | 13.74 | (70,467 | ) | 14.43 | |
| Expired | (7,999 | ) | 15.80 | (44,866 | ) | 15.15 | |
| Balance - December 31 | 4,939,344 | 14.40 | 4,305,980 | 14.49 | |||
| Options exercisable - December 31 | 2,988,713 | 14.87 | 2,720,879 | 14.72 |
All values are in US Dollars.
(i) Options were granted to officers, management, employees and/or consultants.
(ii) Share options issued as replacement share options following the acquisition of Barkerville (Note 7).
(iii) Share options issued as replacement share options following the acquisition of Virginia Mines Inc. in 2015.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
23. Share-based compensation (continued)
Share options (continued)
The weighted average share price when share options were exercised during the year ended December 31, 2019 was $16.24 ($14.71 for the year ended December 31, 2018).
The following table summarizes the Company's share options outstanding as at December 31, 2019:
| Options outstanding | Options exercisable | |||||
|---|---|---|---|---|---|---|
| Weighted | ||||||
| average | ||||||
| Weighted | remaining | Weighted | ||||
| Exercise | average | contractual | average | |||
| price range | Number | exercise price | life (years) | Number | exercise price | |
| $ | ||||||
| 6.94 - 9.98 | 212,708 | 7.80 | 0.7 | 212,708 | 7.80 | |
| 10.58 - 12.97 | 1,187,408 | 12.65 | 4.2 | 410,076 | 12.39 | |
| 13.10 - 14.78 | 1,815,139 | 13.53 | 2.9 | 897,039 | 13.44 | |
| 15.80 - 18.07 | 1,570,579 | 16.41 | 1.8 | 1,315,380 | 16.39 | |
| 24.72 - 27.77 | 153,510 | 26.60 | 2.4 | 153,510 | 26.60 | |
| 4,939,344 | 14.40 | 2.8 | 2,988,713 | 14.87 |
All values are in US Dollars.
Share options - Fair value
The options, when granted, are accounted for at their fair value determined by the Black-Scholes option pricing model based on the vesting period and on the following weighted average assumptions:
| 2019 | 2018 | |||
|---|---|---|---|---|
| Dividend per share | 1% | 1% | ||
| Expected volatility | 34% | 35% | ||
| Risk-free interest rate | 2% | 2% | ||
| Expected life | 49 months | 46 months | ||
| Weighted average share price | $ | 13.51 | $ | 12.85 |
| Weighted average fair value of options granted | $ | 3.41 | $ | 3.37 |
The expected volatility was estimated using Osisko's historical data from the date of grant and for a period corresponding to the expected life of the options. Share options are exercisable at the closing market price of the common shares of the Company on the day prior to their grant.
The fair value of the share options is recognized as compensation expense over the vesting period. In 2019, the total share-based compensation related to share options on the consolidated statement of loss amounted to $2.9 million ($3.1 million in 2018).
Deferred and restricted share units
The Company has a Deferred Share Unit Plan and a Restricted Share Unit Plan, which allow DSU and RSU to be granted to directors, officers and employees as part of their long-term compensation package and entitling them to receive payout in cash. In 2018 and 2019 respectively, the RSU and DSU plans were amended to provide for the right of the Company to settle a payment in the form of common shares, cash or a combination of common shares and cash (the "Amended RSU Plan").
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
23. Share-based compensation (continued)
Deferred and restricted share units (continued)
The following table summarizes information about the DSU and RSU movements:
| **** | 2019 | 2018 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| DSU^(i)^<br>(cash) | DSU^(i)^<br>(equity) | RSU <br>(cash) | RSU^(ii)^<br>(equity) | DSU **** <br>(cash) | RSU^(i^^i^^i)^<br>(cash) | RSU^(iii)^<br>(equity) | ||||||||||
| **** | **** | **** | **** | **** | **** | **** | ||||||||||
| Balance - Beginning of period | 317,209 | - | 3,046 | 848,759 | 266,442 | 600,627 | - | |||||||||
| Granted | - | 66,000 | - | 592,300 | 82,600 | 23,700 | 429,262 | |||||||||
| Reinvested (dividends on<br> common shares) | 2,352 | 2,529 | 23 | 14,600 | 4,696 | 7,064 | 6,277 | |||||||||
| Settled | (37,185 | ) | (16,866 | ) | (3,069 | ) | (176,704 | ) | (36,529 | ) | (192,719 | ) | - | |||
| Transfer from cash-settled to<br> equity-settled | (282,376 | ) | 282,376 | - | - | - | (428,090 | ) | 428,090 | |||||||
| Forfeited | - | (8,832 | ) | - | (88,917 | ) | - | (7,536 | ) | (14,870 | ) | |||||
| Balance - End of period | - | 325,207 | - | 1,190,038 | 317,209 | 3,046 | 848,759 | |||||||||
| Balance - Vested | - | 267,565 | - | 70,320 | 233,883 | - | 69,257 |
(i) In May 2019, following an amendment to the DSU Plan, all outstanding DSU were transferred from cash-settled to equity-settled as the Company now intends to settle these DSU in equity instead of cash. The Company has reclassified the fair value at the date of transfer from provisions and other liabilities to contributed surplus.
The DSU vest the day prior to the next annual general meeting and are payable in common shares, cash or a combination of common shares and cash, at the sole discretion of the Company, to each director when he or she leaves the board or is not re-elected. The value of the payout is determined by multiplying the number of DSU expected to be vested at the payout date by the closing price of the Company's shares on the day prior to the grant date. The fair value is recognized over the vesting period. On the settlement date, one common share will be issued for each DSU, after deducting any income taxes payable on the benefit earned by the director that must be remitted by the Company to the tax authorities. The DSU granted in 2019 have a weighted average value of $13.61 per DSU ($13.18 per DSU in 2018).
(ii) 68,162 RSU were granted to management in 2018 as part of the 2017 short-term incentive plan (70,320 RSU after reinvestment of dividends), representing a value of $1.0 million. These RSU vested on December 31, 2019 and a total of 32,492 common shares were issued in January 2020 (after deducting the income taxes payable on the benefit earned by the employee that must be remitted by the Company to the tax authorities).
On December 31, 2019, 150,000 RSU were granted to an officer (with a value of $12.70 per RSU) and will vest and be payable in equal tranches over a three-year period (1/3 per year), in common shares, cash or a combination of common shares and cash, at the sole discretion of the Company. An additional 75,000 RSU were also granted (with a value of $12.70 per RSU) and will vest upon the officer buying a total of 75,000 common shares of the Company by December 31, 2020. The common shares were acquired in January 2020, which triggered the vesting of the RSU and a total of 34,852 common shares were issued to the officer (after deducting the income taxes payable on the benefit earned by the employee that must be remitted by the Company to the tax authorities).
The remaining RSU vest and are payable in common shares, cash or a combination of common shares and cash, at the sole discretion of the Company, three years after the grant date, one half of which depends on the achievement of certain performance measures. The weighted average value of the RSU granted in 2019 was $13.61 per RSU ($12.97 per RSU in 2018).
The value of the payout is determined by multiplying the number of RSU expected to be vested at the payout date by the closing price of the Company's shares on the day prior to the grant date. The fair value is recognized over the vesting period and is adjusted in function of the applicable terms for the performance based components, when applicable. On the settlement date, one common share is issued for each RSU, after deducting any income taxes payable on the benefit earned by the employee that must be remitted by the Company to the tax authorities.
(iii) In October 2018, following the approval of the Amended RSU Plan, 428,090 outstanding RSU have been transferred from cash-settled to equity-settled as the Company now intends to settle these RSU in equity instead of cash. The Company has reclassified the fair value at the date of transfer from provisions and other liabilities to contributed surplus.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
The total share-based compensation expense related to the DSU and RSU plans in 2019 amounted to $5.4 million ($2.7 million in 2018).
23. Share-based compensation (continued)
Deferred and restricted share units - Fair value
The following table summarizes the carrying value of the outstanding DSU and RSU (cash) and the fair value of the vested DSU and RSU (cash) as at December 31, 2019 and 2018:
| December 31, 2019 | December 31, 2018 | |||
|---|---|---|---|---|
| Carrying | Intrinsic value | Carrying | Intrinsic value | |
| value | of vested units | value | of vested units | |
| $ | $ | $ | $ | |
| Current portion | - | - | 3,494 | 2,800 |
| Non-current portion | - | - | - | - |
| - | - | 3,494 | 2,800 |
The carrying value of the DSU and RSU (cash) was included in provisions and other liabilities on the consolidated balance sheets (Note 19).
Based on the closing price of the common shares at December 31, 2019 ($12.62), and considering a marginal income tax rate of 53.3%, the estimated amount that the Company is expected to transfer to the tax authorities to settle the employees' tax obligations related to the vested RSU and DSU to be settled in equity amounts to $2.3 million ($0.4 million as at December 31, 2018) and to $10.2 million based on all RSU and DSU outstanding ($5.4 million as at December 31, 2018).
24. Income taxes
(a) Income tax expense
The income tax recorded in the consolidated statements of loss for the years ended December 31, 2019 and 2018 is presented as follows:
| 2019 | 2018 | ||||
|---|---|---|---|---|---|
| **** | **** | ||||
| Current income tax | |||||
| Expense for the year | 797 | 797 | |||
| Adjustment in respect of prior years | - | 25 | |||
| Current income tax expense | 797 | 822 | |||
| **** | **** | ||||
| Deferred income tax (Note 24 (b)): | |||||
| Origination and reversal of temporary differences | (45,186 | ) | (36,471 | ) | |
| Impact of changes in tax rates | 98 | 253 | |||
| Change in unrecognized deductible temporary differences | 3,891 | 25 | |||
| Adjustments in respect of prior years | - | 223 | |||
| Deferred income tax recovery | (41,197 | ) | (35,970 | ) | |
| Income tax recovery | (40,400 | ) | (35,148 | ) |
All values are in US Dollars.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
24. Income taxes (continued)
(a) Income tax expense (continued)
The provision for income taxes presented in the consolidated statements of loss differs from the amount that would arise using the statutory income tax rate applicable to income of the consolidated entities, as a result of the following:
| 2019 | 2018 | |||||
|---|---|---|---|---|---|---|
| Loss before income taxes | (274,595 | ) | (140,735 | ) | ||
| Income tax provision calculated using the combined Canadian federal | ||||||
| and provincial statutory income tax rate | (73,042 | ) | (37,576 | ) | ||
| Increase (decrease) in income taxes resulting from: | ||||||
| Non-deductible expenses, net | 738 | 719 | ||||
| Non-deductible portion of capital losses, net | 4,877 | 856 | ||||
| Non-deductible (non-taxable) foreign exchange loss (gain) | (357 | ) | 787 | |||
| Tax rate changes of deferred income taxes | 98 | 253 | ||||
| Differences in foreign statutory tax rates | 19,758 | (1,043 | ) | |||
| Foreign withholding taxes | 584 | 583 | ||||
| Share of equity loss of associates | 2,954 | - | ||||
| Tax benefits not recognized | 3,891 | 25 | ||||
| Other, net | 99 | 248 | ||||
| Total income tax recovery | (40,400 | ) | (35,148 | ) |
All values are in US Dollars.
The 2019 Canadian federal and provincial statutory income tax rate is 26.6% (26.7% in 2018). The 2019 effective tax rate reflects an income tax expense of $0.1 million relating to the reduction of the Québec tax rate from 11.6% to 11.5% in 2020. The 2018 effective tax rate reflects an income tax expense of $0.3 million relating to the reduction of the Québec tax rate from 11.7% to 11.5% in 2020. .
(b) Deferred income taxes
The components that give rise to deferred income tax assets and liabilities are as follows:
| December 31, | December 31, | ||||
|---|---|---|---|---|---|
| 2019 | 2018 | ||||
| Deferred tax assets: | |||||
| Stream interests | 28,826 | 7,133 | |||
| Deferred and restricted share units | 2,865 | 2,032 | |||
| Share and debt issue expenses | (113 | ) | 989 | ||
| Other assets | 149 | 120 | |||
| Non-capital losses | 170 | - | |||
| 31,897 | 10,274 | ||||
| Deferred tax liabilities: | |||||
| Royalty interests and exploration and evaluation assets | (77,641 | ) | (88,787 | ) | |
| Convertible debentures | (3,632 | ) | (4,866 | ) | |
| Investments | 1,911 | (3,898 | ) | ||
| (79,362 | ) | (97,551 | ) | ||
| Deferred tax liability, net | (47,465 | ) | (87,277 | ) |
All values are in US Dollars.
Deferred tax assets and liabilities have been offset in the balance sheets where they relate to income taxes levied by the same taxation authority and the Company has the legal right and intent to offset.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
24. Income taxes (continued)
(b) Deferred income taxes (continued)
The 2019 movement for deferred tax assets and deferred tax liabilities may be summarized as follows:
| Dec. 31,2018 | Statement of loss | Equity | Other comprehen-sive income | Translation adjustments | Dec. 31,2019 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| $ | |||||||||||
| Deferred tax assets: | |||||||||||
| Stream interests | 7,133 | 21,693 | - | - | - | 28,826 | |||||
| Share and debt issue expenses | 989 | (1,036 | ) | (66 | ) | - | - | (113 | ) | ||
| Deferred and restricted share units | 2,032 | 726 | 107 | - | - | 2,865 | |||||
| Non-capital losses | - | 170 | - | - | - | 170 | |||||
| Other assets | 120 | 29 | - | - | - | 149 | |||||
| Deferred tax liabilities: | |||||||||||
| Royalty interests and exploration<br> and evaluation assets | (88,787 | ) | 11,769 | - | (949 | ) | 326 | (77,641 | ) | ||
| Investments | (3,898 | ) | 6,612 | - | (803 | ) | - | 1,911 | |||
| Convertible debentures | (4,866 | ) | 1,234 | - | - | - | (3,632 | ) | |||
| (87,277 | ) | 41,197 | 41 | (1,752 | ) | 326 | (47,465 | ) |
All values are in US Dollars.
The 2018 movement for deferred tax assets and deferred tax liabilities may be summarized as follows:
| Dec. 31,2017 | Statement of loss | Equity | Other comprehen-sive income | Translation adjustments | Dec. 31,2018 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| $ | |||||||||||
| Deferred tax assets: | |||||||||||
| Stream interests | 7,793 | (660 | ) | - | - | - | 7,133 | ||||
| Share and debt issue expenses | 2,286 | (1,297 | ) | - | - | - | 989 | ||||
| Deferred and restricted share units | 2,032 | (140 | ) | 140 | - | - | 2,032 | ||||
| Non-capital losses | 1,015 | (1,015 | ) | - | - | - | - | ||||
| Other assets | 223 | (103 | ) | - | - | - | 120 | ||||
| Deferred tax liabilities: | |||||||||||
| Royalty interests and exploration<br> and evaluation assets | (123,772 | ) | 37,574 | - | (2,038 | ) | (551 | ) | (88,787 | ) | |
| Investments | (10,054 | ) | 192 | - | 5,964 | - | (3,898 | ) | |||
| Convertible debentures | (6,047 | ) | 1,181 | - | - | - | (4,866 | ) | |||
| Other liabilities | (238 | ) | 238 | - | - | - | - | ||||
| (126,762 | ) | 35,970 | 140 | 3,926 | (551 | ) | (87,277 | ) |
All values are in US Dollars.
(c) Unrecognized deferred tax liabilities
The aggregate amount of taxable temporary differences associated with investments in subsidiaries, for which deferred tax liabilities have not been recognized as at December 31, 2019, is $39.1 million ($76.8 million as at December 31, 2018). No deferred tax liabilities are recognized on the temporary differences associated with investments in subsidiaries because the Company controls the timing of reversal and it is not probable that they will reverse in the foreseeable future.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
25. Additional information on the consolidated statements of loss
| 2019 | 2018 | |||
|---|---|---|---|---|
| $ | $ | |||
| Revenues | ||||
| Royalty interests | 97,146 | 92,110 | ||
| Stream interests | 42,976 | 35,457 | ||
| Offtake interests | 252,477 | 362,905 | ||
| 392,599 | 490,472 | |||
| **** | **** | |||
| Cost of sales | ||||
| Royalty interests | 272 | 245 | ||
| Stream interests | 13,437 | 13,181 | ||
| Offtake interests | 249,172 | 357,879 | ||
| 262,881 | 371,305 | |||
| Operating expenses by nature | ||||
| --- | --- | --- | --- | --- |
| Impairment of assets | 243,576 | 166,316 | ||
| Depletion and depreciation | 48,270 | 52,786 | ||
| Employee benefit expenses (see next page) | 20,701 | 14,015 | ||
| Professional fees | 3,453 | 3,827 | ||
| Travel expenses | 1,108 | 1,363 | ||
| Communication and promotional expenses | 1,006 | 1,166 | ||
| Rent and office expenses | 828 | 1,704 | ||
| Public company expenses | 822 | 639 | ||
| Gain on disposal of stream and offtake interests | (7,636 | ) | (9,094 | ) |
| Cost recoveries from associates | (595 | ) | (677 | ) |
| Other expenses | 1,411 | 653 | ||
| 312,944 | 232,698 | |||
| Employee benefit expenses | ||||
| **** | **** | |||
| Salaries and wages | 15,122 | 12,705 | ||
| Share-based compensation | 8,328 | 5,791 | ||
| Cost recoveries from associates | (2,749 | ) | (4,481 | ) |
| 20,701 | 14,015 | |||
| Osisko Gold Royalties Ltd | ||||
| --- | ||||
| Notes to the Consolidated Financial Statements | ||||
| For the years ended December 31, 2019 and 2018 | ||||
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
25. Additional information on the consolidated statements of loss (continued)
| 2019 | 2018 | |||
|---|---|---|---|---|
| Other gains (losses), net | **** | |||
| Change in fair value of financial assets at fair value through profit and loss | (1,089 | ) | (7,837 | ) |
| Net gain (loss) on dilution of investments in associates | (3,687 | ) | 1,545 | |
| Net gain on acquisition of investments^(i)^ | 1,006 | 1,934 | ||
| Net gain (loss) on disposal of investments^(ii)^ | (27,391 | ) | 6,956 | |
| Impairment of an investment in an associate (Note 12) | (12,500 | ) | - | |
| Impairment of other assets | (4,724 | ) | - | |
| (48,385 | ) | 2,598 |
All values are in US Dollars.
(i) Represents changes in the fair value of the underlying investments between the respective subscription dates and the closing dates.
(ii) In 2019, the net loss on disposal of investments includes the net losses realized on the deemed disposal of associates (Note 12). In 2018, the net gain on disposal of investments includes the gain realized on the deemed disposal of the Dalradian shares (Note 13).
26. Key management
Key management includes directors (executive and non-executive) and the executive management team. The compensation paid or payable to key management for employee services is presented below:
| 2019 | 2018 | |||
|---|---|---|---|---|
| Salaries and short-term employee benefits | 6,182 | 4,416 | ||
| Share-based compensation | 5,151 | 3,086 | ||
| Cost recoveries from associates | (600 | ) | (490 | ) |
| 10,733 | 7,012 |
All values are in US Dollars.
Key management employees are subject to employment agreements which provide for payments on termination of employment without cause or following a change of control providing for payments of between once to twice base salary and bonus and certain vesting acceleration clauses on restricted and deferred share units and share options.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
27. Net loss per share
| 2019 | 2018 | ||||
|---|---|---|---|---|---|
| **** | **** | ||||
| Net loss | (234,195 | ) | (105,587 | ) | |
| Basic weighted average number of common shares outstanding (in thousands) | 151,266 | 156,617 | |||
| Dilutive effect of share options | - | - | |||
| Diluted weighted average number of common shares | 151,266 | 156,617 | |||
| Net loss per share | ^^ | ||||
| Basic and diluted | (1.55 | ) | (0.67 | ) |
All values are in US Dollars.
As a result of the net loss for the years ended December 31, 2019 and 2018, all potentially dilutive common shares are deemed to be antidilutive and thus diluted net loss per share is equal to the basic net loss per share.
28. Additional information on the consolidated statements of cash flows
| 2019 | 2018 | |||||
|---|---|---|---|---|---|---|
| **** | **** | |||||
| Interests received measured using the effective rate method | 2,583 | 3,944 | ||||
| Interests paid on long-term debt | 15,680 | 21,126 | ||||
| Dividends received | 150 | 328 | ||||
| Income taxes paid | 797 | 822 | ||||
| Changes in non-cash working capital items | ||||||
| Decrease (increase) in amounts receivable | 4,929 | (8,613 | ) | |||
| Decrease (increase) in other current assets | (1,449 | ) | 9,828 | |||
| Increase (decrease) in accounts payable and accrued liabilities | (8,260 | ) | (3,834 | ) | ||
| (4,780 | ) | (2,619 | ) | |||
| Tax credits receivable related to exploration and evaluation assets | ||||||
| Beginning of year | 281 | 4,091 | ||||
| End of year ^(i)^ | 936 | 281 |
All values are in US Dollars.
(i) Balance as at December 31, 2019 from the acquisition of Barkerville (Note 7).
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
29. Financial risks
The Company's activities expose it to a variety of financial risks: market risks (including interest rate risk, foreign currency risk and other price risk), credit risk and liquidity risk. The Company's overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company's performance.
Risk management is carried out under policies approved by the Board of Directors. The Board of Directors provides principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, the use of derivative financial instruments and non-derivative financial instruments, and investment in excess liquidities.
(a) Market risks
(i) Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate as a result of changes in market interest rates.
The Company's interest rate risk on financial assets is primarily related to cash, which bear interest at variable rates. However, as these investments come to maturity within a short period of time, the impact would likely be not significant. Short-term investments and other financial assets are not exposed to interest rate risk because they are mostly non-interest bearing or bear interest at fixed rates, except for derivative financial instruments (warrants). Short-term investments bearing interest at variable rates are not significant, and therefore, a 0.5% increase (decrease) in interest rates would have resulted in an immaterial impact on net earnings for 2019 and 2018.
Financial liabilities are not exposed to interest rate risk because they are non-interest bearing or bear a fixed interest rate, except for the revolving credit facility which bears a variable interest rate. An increase (decrease) of 0.5% in the interest rates would have resulted in an insignificant variation of the net loss in 2019 and 2018. The Company does not use derivatives to mitigate its exposure to interest rate risk.
(ii) Foreign exchange risk
The Company is exposed to foreign exchange risk arising from currency volatility, primarily with respect to the US dollar. The Company holds balances in cash denominated in U.S. dollars and can draw on its credit facility in U.S. dollars and is therefore exposed to gains or losses on foreign exchange.
As at December 31, 2019 and 2018, the balances in U.S. dollars held by entities having the Canadian dollar as their functional currency were as follows:
| December 31, | ||||
|---|---|---|---|---|
| 2019 | 2018 | |||
| Cash and cash equivalents | 46,267 | 38,677 | ||
| Amounts receivable | - | 1,011 | ||
| Other assets | 567 | 641 | ||
| Accounts payable and accrued liabilities | (86 | ) | (22 | ) |
| Revolving credit facility | (15,000 | ) | - | |
| Net exposure, in US dollars | 31,748 | 40,307 | ||
| Equivalent in Canadian dollars | 41,234 | 54,987 |
All values are in US Dollars.
Based on the balances as at December 31, 2019, a 5% fluctuation in the exchange rates on that date (with all other variables being constant) would have resulted in a variation of net earnings of approximately $1.3 million in 2019 ($2.1 million in 2018).
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
29. Financial risks (continued)
(a) Market risks (continued)
(iii) Other price risk
The Company is exposed to equity price risk as a result of holding long-term investments in other exploration and development mining companies. The equity prices of long-term investments are impacted by various underlying factors including commodity prices. Based on the Company's long-term investments held as at December 31, 2019, a 10% increase (decrease) in the equity prices of these investments would increase (decrease) the net loss by $0.4 million and the other comprehensive loss by $5.7 million for the year ended December 31, 2019. Based on the Company's long-term investments held as at December 31, 2018, a 10% increase (decrease) in the equity prices of these investments would have decreased (increased) the net loss by $0.5 million and would have increased (decreased) the other comprehensive loss by $9.0 million for the year ended December 31, 2018.
(b) Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge its obligation and cause the other party to incur a financial loss. Financial instruments that potentially subject the Company to credit risk consist of cash, short-term investments, amounts receivable, notes receivable, other financing facilities receivable and reclamation deposits. The Company reduces its credit risk by investing its cash in high interest savings accounts with Canadian and U.S. recognized financial institutions and its reclamation deposits in guaranteed investments certificates issued by Canadian chartered banks. In the case of amounts receivable, notes receivable and other financing facilities, the Company performs either a credit analysis or ensures that is has sufficient guaranties in case of a non-payment by the third party to cover the net book value of the note. In some cases, the loans receivable could be applied against stream deposits due by the Company or converted into a royalty if the third party is not able to reimburse its loan.
The maximum credit exposure of the Company corresponds to the respective instrument's carrying amount.
(c) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet the obligations associated with its financial liabilities. The Company manages the liquidity risk by continuously monitoring actual and projected cash flows, taking into account the requirements related to its investment commitments, mining properties and exploration and evaluation assets and matching the maturity profile of financial assets and liabilities. The Board of Directors reviews and approves any material transaction out of the ordinary course of business, including proposals on mergers, acquisitions or other major investment or divestitures. The Company also manages liquidity risk through the management of its capital structure and financial leverage as outlined in Note 22. As at December 31, 2019, cash is invested in high interest savings accounts held with Canadian and U.S. recognized financial institutions.
As at December 31, 2019, all financial liabilities to be settled in cash or by the transfer of other financial assets mature within 90 days, except for the convertible debentures, the revolving credit facility and the lease liabilities, which are described below:
| As at December 31, 2019 | ||||||||
|---|---|---|---|---|---|---|---|---|
| **** | Amount<br> payable | Estimated annual payments | ||||||
| **** | at maturity | Maturity | 2020 | 2021 | 2022 | 2023 | 2024 | 2025-2029 |
| $ | $ | $ | $ | |||||
| **** | **** | **** | **** | **** | **** | **** | **** | |
| Conv. debenture (2016) | 50,000 | February 12, 2021 | 2,005 | 50,236 | - | - | - | - |
| Conv. debentures (2018) | 300,000 | December 31, 2022 | 12,000 | 12,000 | 312,000 | - | - | - |
| Lease liabilities | 10,126 | December 31, 2029 | 1,256 | 1,256 | 1,256 | 1,261 | 1,284 | 6,422 |
| Revolving credit facility^(^^i^^)^ | 19,482 | November 14, 2023 | 2,630 | 2,630 | 2,630 | 21,773 | - | - |
| 379,608 | 17,891 | 66,122 | 315,886 | 23,034 | 1,284 | 6,422 |
All values are in US Dollars.
(i) The interest payable is based on the actual interest rate as at December 31, 2019.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
30. Fair value of financial instruments
The following table provides information about financial assets and liabilities measured at fair value in the consolidated balance sheets and categorized by level according to the significance of the inputs used in making the measurements.
Level 1- Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2- Inputs other than quoted prices included in Level 1 that are observable for the asset or
liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and
Level 3- Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
| **** | **** | December 31, 2019 | |||
|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | ||
| $ | $ | $ | $ | ||
| Recurring measurements **** | |||||
| **** | |||||
| Financial assets at fair value through profit or loss^(i)^ | |||||
| Warrants on equity securities | |||||
| **** | Publicly traded mining exploration and development companies | ^^ | |||
| **** | Precious metals | - | - | 1,067 | 1,067 |
| Other minerals | - | - | 633 | 633 | |
| Financial assets at fair value through other | |||||
| **** | comprehensive income (loss)^(i)^ | ||||
| Equity securities | |||||
| **** | Publicly traded mining exploration and development companies | ^^ | |||
| Precious metals | 48,295 | - | - | 48,295 | |
| Other minerals | 9,114 | - | - | 9,114 | |
| **** | **** | 57,409 | - | 1,700 | 59,109 |
| **** | **** | December 31, 2018 | |||
| --- | --- | --- | --- | --- | --- |
| Level 1 | Level 2 | Level 3 | Total | ||
| $ | $ | $ | $ | ||
| Recurring measurements **** | |||||
| **** | |||||
| Financial assets at fair value through profit or loss^(i)^ | |||||
| Warrants on equity securities | |||||
| **** | Publicly traded mining exploration and development companies | ^^ | |||
| **** | Precious metals | - | - | 3,322 | 3,322 |
| **** | Other minerals | - | - | 26 | 26 |
| Financial assets at fair value through other | |||||
| **** | comprehensive income (loss)^(i)^ | ||||
| Equity securities | |||||
| **** | Private mining exploration and development<br> companies - precious metals | - | - | 56,252 | 56,252 |
| **** | Publicly traded mining exploration and development <br>companies | ^^ | |||
| Precious metals | 35,544 | - | - | 35,544 | |
| Other minerals | 12,259 | - | - | 12,259 | |
| **** | **** | 47,803 | - | 59,600 | 107,403 |
(i) On the basis of its analysis of the nature, characteristics and risks of equity securities, the Company has determined that presenting them by industry and type of investment is appropriate.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
30. Fair value of financial instruments (continued)
During the years ended December 31, 2019 and 2018, there were no transfers among Level 1, Level 2 and Level 3.
Financial instruments in Level 1
The fair value of financial instruments traded in active markets is based on quoted market prices on a recognized securities exchange at the balance sheet dates. The quoted market price used for financial assets held by the Company is the last transaction price. Instruments included in Level 1 consist primarily of common shares trading on recognized securities exchanges, such as the TSX or the TSX Venture.
Financial instruments in Level 2
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on the Company's specific estimates. If all significant inputs required to measure the fair value of an instrument are observable, the instrument is included in Level 2. Instruments included in Level 2 consist of notes receivable and the liability related to share exchange rights. If one or more of the significant inputs are not based on observable market data, the instrument is included in Level 3.
Financial instruments in Level 3
Financial instruments classified in Level 3 include investments in private companies and warrants held by the Company that are not traded on a recognized securities exchange. At each balance sheet date, the fair value of investments held in private companies is evaluated using a discounted cash-flows approach. The main valuation inputs used in the cash-flows models being significant unobservable inputs, these investments are classified in Level 3. The fair value of the investments in warrants is determined using the Black-Scholes option pricing model which includes significant inputs not based on observable market data. Therefore, investments in warrants are included in Level 3.
The following table presents the changes in the Level 3 investments (warrants and investments in private companies) for the years ended December 31, 2019 and 2018:
| 2019 | 2018 | ||||
|---|---|---|---|---|---|
| **** | **** | ||||
| Balance - January 1 | 59,600 | 8,092 | |||
| Acquisitions | 2,885 | 3,093 | |||
| Deemed acquisition (Note 13) | - | 46,625 | |||
| Disposal (Note 21) | (58,641 | ) | - | ||
| Warrants exercised | (1,055 | ) | - | ||
| Change in fair value - warrants exercised^(i)^ | (250 | ) | - | ||
| Change in fair value - warrants expired^(i)^ | (165 | ) | (1,180 | ) | |
| Change in fair value - investments held at the end of the period^(i)^ | (674 | ) | 2,970 | ||
| Balance - December 31 | 1,700 | 59,600 |
All values are in US Dollars.
(i) Recognized in the consolidated statements of loss under other losses, net for the warrants and in the consolidated statements of other comprehensive loss under changes in fair value of financial assets at fair value through comprehensive income (loss) for the investments in common shares in private companies.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
30. Fair value of financial instruments (continued)
Financial instruments in Level 3 (continued)
The fair value of the financial instruments classified as Level 3 depends on the nature of the financial instruments.
The fair value of the warrants on equity securities of publicly traded mining exploration and development companies, classified as Level 3, is determined using the Black-Scholes option pricing model. The main non-observable input used in the model is the expected volatility. An increase/decrease in the expected volatility used in the models of 10% would lead to an increase/decrease in the fair value of the warrants of $0.3 million as at December 31, 2019 and $0.4 million as at December 31, 2018.
As at December 31, 2018, the fair value of the equity securities of private mining exploration and development companies was determined using a discounted cash flows. The main non-observable inputs used in the models were the expected price of metals and the discount rate. An increase (decrease) in the long-term gold price of 10%, (base price used in the discounted cash flow model is US$1,300 per ounce) would lead to an increase (decrease) in the fair value of the investments in private companies of $6.7 million in 2018 and an increase (decrease) of 100 basis points in the discount rate (the base discount rate used in the discounted cash flow model is 5.1%) would lead to an increase (decrease) in the fair value of the investment of $6.7 million. There was no significant investment in private companies as at December 31, 2019.
Foreign exchange contracts
In 2019, the Company entered into foreign exchange contracts (collar options) to sell U.S. dollars and buy Canadian dollars for a total nominal amount of US$12.0 million. The contracts were put in place to protect revenues in Canadian dollars (from the sale of gold ounces received from royalty interests which are denominated in U.S. dollars) from a stronger Canadian dollar. The fair value of the contracts is booked at each reporting period on the consolidated balance sheets. As at December 31, 2019, there were no foreign exchange contracts outstanding.
Financial instruments not measured at fair value on the consolidated balance sheets
Financial instruments that are not measured at fair value on the consolidated balance sheets are represented by cash, short-term investments, trade receivables, amounts receivable from associates and other receivables, notes receivable, other financing facilities receivable, accounts payable and accrued liabilities and the long-term debt. The fair values of cash, short-term investments, trade receivables, amounts receivable from associates and other receivables and accounts payable and accrued liabilities approximate their carrying values due to their short-term nature. The fair value of the non-current notes receivable and other financing credit facilities receivable approximate their carrying value as there were no significant changes in economic and risks parameters since the issuance/acquisition or assumptions of those financial instruments.
The following table presents the carrying amount and the fair value of long-term debt, categorized under Levels 1 and 2, as at December 31, 2019:
| December 31, 2019 | ||
|---|---|---|
| Fair <br>value | Carrying amount | |
| $ | $ | |
| **** | **** | |
| Long-term debt - Level 1 | 303,240 | 280,807 |
| Long-term debt - Level 2 | 68,585 | 68,235 |
| Balance - December 31 | 371,825 | 349,042 |
| Osisko Gold Royalties Ltd | ||
| --- | ||
| Notes to the Consolidated Financial Statements | ||
| For the years ended December 31, 2019 and 2018 | ||
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
31. Segment disclosure
Following the acquisition of Barkerville in November 2019, the chief operating decision-maker organizes and manages the business under two operating segments: (i) acquiring and managing precious metal and other royalties, streams and similar interests, and (ii) the exploration, evaluation and development of mining projects. All of the Company's assets and revenues are attributable to the precious metal and other royalties, streams and similar interests operating segment, with the exception of mining interests, plant and equipment, and exploration and evaluation assets, which are attributable to the exploration and development of mining projects operating segment. Prior to the acquisition of Barkerville, the Company had only one operating segment, which was the acquiring and managing precious metal and other royalties, streams and similar interests. The comparative figures have been restated to conform to the actual segments.
Royalty, stream and other interests - Geographic revenues
All of the Company's revenues are attributable to the precious metal and other royalties, streams and similar interests operating segment. Geographic revenues from the sale of metals and diamonds received or acquired from in-kind royalties, streams and other interests are determined by the location of the mining operations giving rise to the royalty, stream or other interest. For the years ended December 31, 2019 and 2018, royalty, stream and other interest revenues were mainly earned from the following jurisdictions:
| **** | North America^(i)^ | South America | **** <br>Australia | **** <br>Africa | **** <br>Europe | **** <br>Total | |
|---|---|---|---|---|---|---|---|
| **** | $ | $ | $ | $ | $ | $ | |
| 2019 | |||||||
| Royalties | 93,092 | 330 | 59 | 3,665 | - | 97,146 | |
| Streams | 21,588 | 11,849 | 2,005 | - | 7,535 | 42,976 | |
| Offtakes | 252,476 | - | - | - | - | 252,477 | |
| 367,156 | 12,179 | 2,064 | 3,665 | 7,535 | 392,599 | ||
| 2018 | |||||||
| Royalties | 87,141 | 538 | 31 | 4,400 | - | 92,110 | |
| Streams | 16,761 | 9,696 | 1,332 | - | 7,668 | 35,457 | |
| Offtakes | 339,074 | 943 | 22,888 | - | - | 362,905 | |
| 442,976 | 11,177 | 24,251 | 4,400 | 7,668 | 490,472 | ||
| (i) 89% of revenues from North America were generated from Canada and the United States in 2019 (94% in 2018). |
For the year ended December 31, 2019, one royalty interest generated revenues of $61.1 million ($58.5 million for the year ended December 31, 2018), which represented 44% of revenues (46% of revenues for the year ended December 31, 2018) (excluding revenues generated from the offtake interests).
For the year ended December 31, 2019, revenues generated from precious metals and diamonds represented 94% and 5%, respectively, of total revenues (84% and 13% excluding offtakes, respectively). For the year ended December 31, 2018, revenues generated from precious metals and diamonds represented 96% and 3%, respectively, of total revenues (85% and 11% excluding offtakes, respectively).
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
31. Segment disclosure (continued)
Royalty, stream and other interests - Geographic net assets
The following table summarizes the royalty, stream and other interests by country, as at December 31, 2019 and 2018, which is based on the location of the property related to the royalty, stream or other interests:
| **** | North America(i) | South America | Australia | Africa | Asia | Europe | **** <br>Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | $ | |||||||||||||
| December 31, 2019 | **** | **** | **** | **** | **** | |||||||||
| Royalties | 560,246 | 31,657 | 9,961 | 10,488 | - | 15,215 | 627,567 | |||||||
| Streams | 194,344 | 198,021 | 2,435 | - | 28,963 | 59,401 | 483,164 | |||||||
| Offtakes | 6,689 | - | 8,282 | - | 4,810 | - | 19,781 | |||||||
| 761,279 | 229,678 | 20,678 | 10,488 | 33,773 | 74,616 | 1,130,512 | ||||||||
| **** | **** | **** | **** | **** | **** | **** | ||||||||
| December 31, 2018 | **** | **** | **** | **** | **** | |||||||||
| Royalties | 643,193 | 27,133 | 10,002 | 12,180 | - | 15,215 | 707,723 | |||||||
| Streams | 269,257 | 181,681 | 3,524 | - | 85,544 | 66,404 | 606,410 | |||||||
| Offtakes | 58,145 | - | 8,904 | - | 33,486 | - | 100,535 | |||||||
| 970,595 | 208,814 | 22,430 | 12,180 | 119,030 | 81,619 | 1,414,668 | ||||||||
| (i) 96% of net interests from North America are located in Canada and the United States as at December 31, 2019 (97% as at December 31, 2018). |
All values are in US Dollars.
Exploration, evaluation and development of mining projects
The assets and expenses related to the exploration, evaluation and development of mining projects are almost exclusively located in Canada, and are detailed as follow as at and for the years ended December 31, 2019 and 2018:
| 2019 | 2018 | |
|---|---|---|
| $ | $ | |
| Net assets (as at December 31) | ||
| Mining interests, plant and equipment | 333,778 | - |
| Exploration and evaluation assets | 42,949 | 95,002 |
| 376,727 | 95,002 | |
| Expenses (for the years ended December 31) | ||
| Exploration and evaluation | 191 | 183 |
| Impairment of exploration and evaluation assets | 49,985 | - |
| 50,176 | 183 | |
| Osisko Gold Royalties Ltd | ||
| --- | ||
| Notes to the Consolidated Financial Statements | ||
| For the years ended December 31, 2019 and 2018 | ||
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
32. Related party transactions
During the years ended December 31, 2019 and 2018, the following amounts were invoiced by Osisko to associates for recoveries of costs related to professional services and rental of offices and are reflected as a reduction of general and administrative expenses and business development expenses in the consolidated statements of loss:
| 2019 | 2018 | |
|---|---|---|
| $ | $ | |
| Amounts invoiced to associates as a reduction of: | ||
| General and administrative expenses | 973 | 1,409 |
| Business development expenses | 2,371 | 3,749 |
| Total amounts invoiced to associates | 3,344 | 5,158 |
An amount of $0.5 million (including sales taxes) is receivable from associates and included in amounts receivable as at December 31, 2019 ($3.2 million as at December 31, 2018).
As at December 31, 2019, the Company has a total of $8.8 million receivable from an associate (Note 14) for a bridge loan financing (interest rate of 8.25%) and a working capital facility (interest rate of 12.5%) with a maturity date of June 30, 2020. The amounts receivable are included in other investments on the consolidated balance sheets.
In 2019, interest revenues of $0.9 million ($0.5 million in 2018) were accounted for with regards to notes receivable from associates. As at December 31, 2019, interests receivable from associates of $0.9 million are included in amounts receivable ($1.7 million as at December 31, 2018). In 2019, interests receivable of $1.8 million from two notes issued to Falco were converted into common shares of Falco.
In 2019, two notes receivable from Falco amounting to $20.0 million were applied against the first installment of a secured silver stream credit facility (Note 14).
Additional transactions with related parties are described under Notes 9, 12, 14, 16, 21 and 26.
33. Commitments
Offtake and stream purchase agreements
The following table summarizes the significant commitments to pay for gold, silver and diamonds to which Osisko has the contractual right pursuant to the associated precious metals and diamond purchase agreements:
| **** | Attributable payable production <br>to be purchased | Per ounce/carat cash payment (US) | **** <br>Term of<br>agreement | **** <br>Date of contract | ||||
|---|---|---|---|---|---|---|---|---|
| Interest | Gold | Silver | Diamond | Gold | Silver | Diamond | ||
| Amulsar stream^(1)^^,(8)^ | 4.22% | 62.5% | $400 | 4 | 40 years | November 2015 | ||
| Amulsar offtake^(2)^^,(^^8^^)^ | 81.91% | Based on quotational period | Until delivery of<br>2,110,425 ounces Au | November 2015 | ||||
| Back Forty stream | 18.5%^(3)^ | 75% | 30% spot price<br>(max $600) | 4 | Life of mine | March 2015 | ||
| Mantos Blancos<br> stream^(^^4^^)^ | 100% | 8% spot | Life of mine | September 2015<br>Amended Aug. 2019 | ||||
| Renard stream^(^^5^^)^ | 9.6% | Lesser of 40% of sales price or $40 | 40 years | July 2014<br>Amended Oct. 2018 | ||||
| Sasa stream^(^^6^^)^ | 100% | 5 | 40 years | November 2015 | ||||
| Gibraltar stream^(^^7^^)^ | 75% | 2.75 | Life of mine | March 2018 |
All values are in US Dollars.
| Osisko Gold Royalties Ltd |
|---|
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2019 and 2018 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
33. Commitments (continued)
Offtake and stream purchase agreements (continued)
(1) Stream capped at 89,034 ounces of gold and 434,093 ounces of silver delivered. Subject to multiple buy-down options: 50% for $34.4 million and $31.3 million on 2^nd^ and 3^rd^ anniversary of commercial production, respectively.
(2) Offtake percentage will increase to 84.87% if Lydian elects to reduce the gold stream as outlined above. The Amulsar offtake applies to the sales from the first 2,110,425 ounces of refined gold, of which 1,853,751 ounces are attributable to OBL (less any ounces delivered pursuant to the Amulsar stream).
(3) The gold stream will be reduced to 9.25% after the delivery of 105,000 gold ounces.
(4) The stream percentage shall be payable on 100% of silver until 19,300,000 ounces have been delivered, after which the stream percentage will be 40%.
(5) The stream term shall be automatically extended beyond the initial term for successive 10-year periods. The Renard stream was amended in October 2018 (Note 14).
(6) The stream term shall be automatically extended beyond initial term for successive 10-year periods. 3% or consumer price index (CPI) per ounce price escalation after 2016.
(7) Under the silver stream, Osisko will make ongoing payments of US$2.75 per ounce of silver delivered. Osisko will receive from Taseko an amount equal to 100% of Gibco's share of silver production, which represents 75% of Gibraltar mine's production, until reaching the delivery to Osisko of 5.9 million ounces of silver, and 35% of Gibco's share of silver production thereafter.
(8) As at December 31, 2019, Lydian, the owner of the Amulsar project, was granted protection under the CCAA.
Investments in royalty and stream interests
As at December 31, 2019, significant commitments related to the acquisition of royalties and streams as detailed in the following table:
| Company | Project (asset) | Installments | Triggering events |
|---|---|---|---|
| Aquila Resources Inc. | Back Forty project | US$10.0 million | Positive construction decision. |
| (gold stream) | US$30.0 million | First drawdown on debt finance facility. | |
| Falco Resources Ltd. | Horne 5 project<br><br> <br>(silver stream) | $20.0 million | Receipt of all necessary material third-party approvals, licenses, rights of way and surface rights on the property. |
| $35.0 million | Receipt of all material construction permits, positive construction decision, and raising a minimum of $100.0 million in non-debt financing. | ||
| $60.0 million | Upon total projected capital expenditure having been demonstrated to be financed. | ||
| $40.0 million<br><br> <br>(optional) | Payable with fourth installment, at sole election of Osisko, to increase the silver stream to 100% of payable silver (from 90%). | ||
34. Subsequent event
Dividend
On February 19, 2020, the Board of Directors declared a quarterly dividend of $0.05 per common share payable on April 15, 2020 to shareholders of record as of the close of business on March 31, 2020.
Osisko Gold Royalties Ltd.: Exhibit 99.2 - Filed by newsfilecorp.com

Management's Discussion and Analysis
For the year ended December 31, 2019
The following management discussion and analysis ("MD&A") of the consolidated operations and financial position of Osisko Gold Royalties Ltd ("Osisko" or the "Company") and its subsidiaries for the year ended December 31, 2019 should be read in conjunction with the Company's audited consolidated financial statements and related notes for the year ended December 31, 2019. The audited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). Management is responsible for the preparation of the consolidated financial statements and other financial information relating to the Company included in this report. The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting. In furtherance of the foregoing, the Board of Directors has appointed an Audit Committee composed of independent directors. The Audit Committee meets with management and the auditors in order to discuss results of operations and the financial condition of the Company prior to making recommendations and submitting the consolidated financial statements to the Board of Directors for its consideration and approval for issuance to shareholders. The information included in this MD&A is as of February 19, 2020, the date when the Board of Directors has approved the Company's audited consolidated financial statements for the year ended December 31, 2019 following the recommendation of the Audit Committee. All monetary amounts included in this report are expressed in Canadian dollars, the Company's reporting and functional currency, unless otherwise noted. Assets and liabilities of the subsidiaries that have a functional currency other than the Canadian dollar are translated into Canadian dollars at the exchange rate in effect on the consolidated balance sheet date and revenues and expenses are translated at the average exchange rate over the reporting period. This MD&A contains forward-looking statements and should be read in conjunction with the risk factors described in the "Forward-Looking Statements" section.
Table of Contents
| Description of the Business | 2 |
|---|---|
| Business Model and Strategy | 2 |
| Highlights -2019 | 2 |
| Highlights - Subsequent to December 31, 2019 | 3 |
| Acquisition of Barkerville and Creation of North Spirit Discovery Group | 3 |
| Credit Bid Transaction - Renard Diamond Mine | 4 |
| Orion Transaction | 5 |
| Portfolio of Royalty, Stream and Other Interests | 6 |
| Impairment of assets | 16 |
| Equity Investments | 18 |
| Sustainability Activities | 21 |
| Mining Exploration and Evaluation / Development Activities | 21 |
| Quarterly Dividends | 22 |
| Normal Course Issuer Bid | 23 |
| Gold Market and Currency | 23 |
| Selected Financial Information | 25 |
| Overview of Financial Results | 26 |
| Liquidity and Capital Resources | 30 |
| Cash Flows | 30 |
| Quarterly Information | 32 |
| Fourth Quarter Results | 33 |
| Outlook | 37 |
| Corporate Update | 37 |
| Segment disclosure | 37 |
| Related Party Transactions | 40 |
| Contractual Obligations and Commitments | 40 |
| Off-balance Sheet Items | 42 |
| Outstanding Share Data | 42 |
| Subsequent Events to December 31, 2019 | 42 |
| Risks and Uncertainties | 42 |
| Disclosure Controls and Procedures and Internal Control over Financial Reporting | 43 |
| Basis of Presentation of Consolidated Financial Statements | 44 |
| Critical Accounting Estimates and Judgements | 45 |
| Financial Instruments | 45 |
| Non-IFRS Financial Performance Measures | 46 |
| Forward-looking Statements | 47 |
| Cautionary Note to U.S. Investors Regarding the Use of Mineral Reserve and Mineral Resource Estimates | 48 |
| Corporate Information | 49 |
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
| --- | --- |
| 2019 – Annual Report |
Description of the Business
Osisko Gold Royalties Ltd is incorporated under the Business Corporations Act (Québec) and is focused on acquiring and managing precious metal and other high-quality royalties, streams and similar interests in Canada and worldwide. The Company owns a portfolio of royalties, streams, offtakes, options on royalty/stream financings and exclusive rights to participate in future royalty/stream financings on various projects, mainly in Canada. The Company owns a North American focused portfolio of over 135 royalty, stream and offtake interests, including its cornerstone asset, a 5% net smelter return ("NSR") royalty on the Canadian Malartic mine, located in Canada. Furthermore, the Company invests in equities of exploration and development companies. The Company has recently completed the acquisition of Barkerville Gold Mines Ltd. ("Barkerville"), which owns the Cariboo Gold project in British Columbia, Canada.
Business Model and Strategy
Osisko is a growth-oriented and Canadian-focused precious metal royalty and streaming company that is focused on maximizing returns for its shareholders by growing its asset base, both organically and through accretive acquisitions of precious metal and other high-quality royalties, streams and similar interests, and by returning capital to its shareholders through a quarterly dividend payment and share repurchases. Osisko has a unique growth strategy that consists not only of acquiring and structuring both producing and late-stage development royalty and stream products, but also of investing in longer term assets where the Company feels it is uniquely positioned to create value and realize returns through the development of these assets. The Company has a successful track-record of strong technical capabilities, which it puts to work creating its own pipeline of organic growth opportunities that provide exposure to the upside of commodity prices and to the optionality of mineral reserve and resource growth.
Osisko's main focus is on high quality, long-life precious metals assets located in favourable jurisdictions and operated by established mining companies, as these assets provide the best risk/return profile. The Company also evaluates and invests in opportunities in other commodities and jurisdictions. Given that a core aspect of the Company's business is the ability to compete for investment opportunities, Osisko plans to maintain a strong balance sheet and ability to deploy capital.
Highlights - 2019
Gold equivalent ounces ("GEOs^1^") earned of 78,006 (compared to 80,553 in 2018);
Record cash flows provided by operating activities of $91.6 million (compared to $82.2 million in 2018);
Record revenues from royalties and streams of $140.1 million (compared to $127.6 million in 2018);
Net loss of $234.2 million, $1.55 per basic share (compared to $105.6 million, $0.67 per basic share in 2018), reflecting impairment of royalty, stream and offtake interests of $193.6 million, impairment of exploration and evaluation assets of $50.0 million, impairment of net investment in an associate of $12.5 million and other impairments of $4.7 million, for total impairment charges of $260.8 million ($216.5 million, net of income taxes);
Adjusted earnings^2^ of $41.9 million, $0.28 per basic share (compared to $31.4 million, $0.20 per basic share in 2018);
Closed the acquisition of Barkerville, owner of the Cariboo gold project, and created the North Spirit Discovery Group;
Completed the share repurchase with Betelgeuse LLC ("Orion") (12,385,717 common shares acquired for $174.6 million and subsequently cancelled), reducing Orion's ownership of Osisko's issued and outstanding common shares to 5.6% at December 31, 2019;
Closed the senior secured silver stream facility with reference to up to 100% of the future silver produced from the Horne 5 property owned by Falco Resources Ltd.("Falco");
Enhanced its silver stream on the Mantos Blancos mine by investing US$25.0 million and reducing the ongoing transfer price payments per ounce from 25% to 8% of the spot silver price, cancelling the buy-down option and increasing the tail stream from 30% to 40% of payable silver after 19.3 million ounces of refined silver have been delivered;
Sold the Brucejack gold offtake to Pretium Exploration Inc. ("Pretium") for US$41.3 million;
Completed a credit bid transaction for Stornoway Diamond Corporation ("Stornoway") alongside other secured creditors, allowing Osisko to maintain its 9.6% diamond stream on the Renard mine;
Increased its credit facility from $350.0 million to $400.0 million and extended the maturity date by one year to November 14, 2023;
The Eagle gold mine operated by Victoria Gold Corp. and on which Osisko holds a 5% net smelter return ("NSR") royalty announced its first gold pour in September;
Acquired for cancellation through its normal course issuer bid 983,900 of its common shares for $11.8 million (average acquisition cost of $12.02 per share); and
Declared quarterly dividends totaling $0.20 per common share for 2019.
_______________________________
^1^ GEOs are calculated on a quarterly basis and include royalties, streams and offtakes. Silver earned from royalty and stream agreements was converted to gold equivalent ounces by multiplying the silver ounces by the average silver price for the period and dividing by the average gold price for the period. Diamonds, other metals and cash royalties were converted into gold equivalent ounces by dividing the associated revenue by the average gold price for the period. Offtake agreements were converted using the financial settlement equivalent divided by the average gold price for the period. Refer to the Portfolio of Royalty, Stream and Other Interests section for average metal prices used. ^2^ “Adjusted earnings” and “Adjusted earnings per basic share” are non-IFRS financial performance measures which have no standard definition under IFRS. Refer to the non-IFRS measures provided under the Non-IFRS Financial Performance Measures section of this Management’s Discussion and Analysis.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
Highlights - Subsequent to December 31, 2019
- Declared a quarterly dividend of $0.05 per common share payable on April 15, 2020 to shareholders of record as of the close of business on March 31, 2020.
Acquisition of Barkerville and Creation of North Spirit Discovery Group
On November 21, 2019, the Company acquired all of the outstanding common shares of Barkerville that it did not already own at the date of the transaction through a court approved plan of arrangement (the "Arrangement"). Barkerville is a Canadian exploration and development company focused on the development of its extensive land package located in the historical Cariboo Mining District of central British Columbia, Canada.
For each common share of Barkerville, shareholders received 0.0357 common share of Osisko. All of Barkerville's outstanding common share options have been exchanged for common share options ("Barkerville replacement share options") of Osisko using the same share exchange ratio as for the common shares.
A total of 13,560,832 Osisko common shares were issued and valued at $160.6 million, based on the closing price of the Company's common shares on the transaction date. A total of 1,005,478 Barkerville replacement share options were issued and valued at $1.9 million, based on the Black-Sholes option pricing model. The fair value of the 10,000,000 Barkerville common share warrants already held by the Company and cancelled was estimated at $0.6 million, using the Black-Sholes option pricing model. Transaction costs amounted to $1.5 million and cash and cash equivalents acquired amounted to $8.3 million.
Prior to the acquisition date, Osisko held an initial investment of 183,625,585 common shares in Barkerville, which was considered as an investment in an associate, having a net book value of $101.4 million. On November 21, 2019, the date of acquisition of Barkerville, the fair value of the initial investment was $77.1 million and has been included as part of consideration for the transaction, resulting in a loss of $24.3 million recorded in the consolidated statements of loss under other gains (losses), net. Osisko also held a 4% NSR royalty on the Cariboo project prior to the acquisition of Barkerville having a net book value of $56.1 million, which was transferred from royalty, stream and other interests to mining interests and plant and equipment on the consolidated balance sheets.
In accordance with the early adoption of the amendments to IFRS 3, Business Combinations, the transaction has been recorded as an acquisition of assets as the acquired assets and assumed liabilities did not constitute a business.
The total purchase price of $241.7 million was allocated to the assets acquired and the liabilities assumed based on the fair value of the total consideration at the closing date of the transaction. All financial assets acquired and financial liabilities assumed were recorded at fair value.
The purchase price was calculated as follows:
| Consideration paid | 000 | ||
|---|---|---|---|
| **** | **** | **** | |
| Issuance of 13,560,832 common shares | 160,564 | ||
| Fair value of 183,625,585 Barkerville common shares already held | 77,123 | ||
| Fair value of 1,005,478 Barkerville replacement share options issued | 1,912 | ||
| Fair value of 10,000,000 warrants of Barkerville held by Osisko and cancelled | 589 | ||
| Osisko's transaction costs | 1,513 | ||
| 241,700 | |||
| Net assets acquired | 000 | ||
| **** | **** | **** | |
| Cash and cash equivalents | 8,312 | ||
| Other current assets | 4,565 | ||
| Reclamation deposits | 5,361 | ||
| Plant and equipment | 13,968 | ||
| Mineral properties | 247,054 | ||
| Accounts payable and accrued liabilities | (16,320 | ) | |
| Provision and other liabilities | (21,239 | ) | |
| 241,700 |
All values are in US Dollars.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
The acquisition of Barkerville is expected to bring the main following benefits to Osisko shareholders:
- Greater exposure to a unique, high quality, advanced development project in Canada with world-class potential;
- Allows Osisko, through the creation of the North Spririt Discovery Group, to advance the development strategy and provides greater certainty with respect to the timeline to production for the Cariboo project;
- Ability to achieve stronger shareholder returns, as compared to Osisko's equity position in a Barkerville stand-alone development scenario;
- Meaningfully accretive on a net asset value basis for Osisko;
- Further enhances Osisko's peer leading growth profile; and
- Substantially increases net asset value contribution from Canada.
Concurrent to the Arrangement, Osisko announced the creation of North Spirit Discovery Group, its new project development platform. North Spirit Discovery Group is the next step in the evolution of Osisko's accelerator business that Osisko pioneered over the last five years, with the goal of privatizing and surfacing value in resource development projects. Through this platform, Osisko will leverage its industry-leading technical team with a proven track record of creating value through resource discovery, project development and mine operation. Osisko's ownership of North Spirit Discovery Group will eventually be reduced as external funds are expected to be raised. It aims to become a leading resource development and finance company with the assistance of joint venture partners and/or private equity capital.
Over the next two years, Osisko will carry on site activities on the Cariboo gold property, invest in exploration activities (approximately $12.0 million planned in 2020), reclaim certain historical sites, install preproduction water treatment facilities and advance technical studies towards a feasibility study.
Credit Bid Transaction - Renard Diamond Mine
On September 9, 2019, Osisko announced that it had entered into a letter of intent ("LOI") with Stornoway and certain of its subsidiaries alongside other secured creditors under the bridge financing agreement entered into with Stornoway on June 10, 2019, including Diaquem Inc., a wholly-owned subsidiary of Ressources Québec Inc. (collectively the "Secured Creditors").
Under the terms of the LOI, Osisko and the Secured Creditors have confirmed their intention to form an entity which will acquire by way of a credit bid transaction all or substantially all of the assets and properties of Stornoway, and assume the debts and liabilities owing to the Secured Creditors as well as the ongoing obligations relating to the operation of the Renard mine, subject to certain limited exceptions ("Credit Bid Transaction").
Pursuant to the Credit Bid Transaction, Osisko will maintain its 9.6% diamond stream on the Renard mine and will continue to receive stream deliveries, and has agreed to continue to reinvest its proceeds from the stream for a period of one year from the date of closing of the Credit Bid Transaction. As of December 31, 2019, an amount of $6.3 million was advanced from the proceeds of the stream deliveries and is included in short-term investments.
In connection with the Credit Bid Transaction, Stornoway had applied on September 9, 2019 to the Superior Court of Québec (Commercial Division) for protection under the Companies' Creditors Arrangement Act in order to restructure its business and financial affairs.
Concurrently with entering into the LOI, Osisko and certain of the Secured Creditors have entered into a definitive and binding working capital facility agreement with Stornoway providing for a working capital facility in an initial amount of $20.0 million, which facility is secured by a priority charge over the assets of Stornoway. Osisko's attributable portion of the working capital facility will be approximately $7.0 million, of which $2.5 million was advanced as of December 31, 2019. The working capital facility provides the financing and liquidity required to ensure that the Renard mine continues to operate in an uninterrupted manner.
The Credit Bid Transaction was closed on November 1, 2019 and Osisko became a 35.1% shareholder of the company now holding the Renard diamond mine, which is considered as an associate from that date.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
Orion Transaction
On June 25, 2019, Osisko announced that Betelgeuse LLC, a jointly owned subsidiary of certain investment funds managed by Orion Resource Partners, had entered into an agreement with a syndicate of underwriters pursuant to which the underwriters have agreed to purchase, on a bought deal basis, an aggregate of 7,850,000 common shares of the Company held by Orion (the "Secondary Offering") at an offering price of $14.10 per common share (the "Secondary Offering Price"). Osisko did not receive any of the proceeds of the Secondary Offering. Orion had granted the underwriters an over-allotment option (the "Over-Allotment Option"), exercisable at any time up to 30 days from and including the date of closing of the Secondary Offering, to purchase up to 1,177,500 additional common shares, at the Secondary Offering Price. The Secondary Offering was closed on July 11, 2019 and the Over-Allotment Option was exercised in full by the underwriters on July 18, 2019.
In a concurrent transaction, Osisko has agreed to purchase for cancellation 12,385,717 of its common shares from Orion (the "Share Repurchase"), for an aggregate purchase price paid by Osisko to Orion of $174.6 million. The purchase price per common share to be paid by Osisko under the Share Repurchase was determined to be the Secondary Offering Price. Payment from Osisko to Orion consisted of a combination of cash ($129.5 million) and the direct transfer of investments in associates and other investments held by Osisko ($45.1 million). In a concurrent transaction, Osisko has also agreed to sell to separate entities managed by Orion Resource Partners certain other equity securities held by Osisko for cash. The Share Repurchase resulted in an 8% reduction in basic common shares outstanding.
The main benefits of the Share Repurchase transaction are:
- An 8% reduction in the number of Osisko's issued and outstanding common shares at an attractive price, resulting in an immediate positive impact on Osisko's earnings per share and cash flow per share;
- Monetization of certain less liquid equity positions held by Osisko;
- Overall reduction in the weight of Osisko's equity portfolio in relation to the overall size of the business; and
- Reduction in expected annual dividend payments by $2.5 million.
On June 28, 2019, Osisko and Orion completed the first tranche of the Share Repurchase. A total of 7,319,499 common shares of Osisko were acquired from Orion and subsequently cancelled. A portion of the purchase price of $103.2 million for the first tranche of the Share Repurchase was paid in cash (from the sale of all of the common shares held by Osisko in Dalradian Resources Inc. ("Dalradian") to another entity managed by Orion Resource Partners) and a portion was paid in the form of the transfer from Osisko to Orion of investments in associates and other investments.
The second tranche of the Share Repurchase closed on July 15, 2019 for the acquisition and cancellation of 5,066,218 common shares of Osisko. The purchase price of $71.4 million was paid in cash (from the sale of all of the common shares held by Osisko in Victoria Gold Corp. ("Victoria") to another entity managed by Orion Resource Partners). Upon closing of the transactions, Orion's ownership of Osisko's issued and outstanding common shares was reduced to 6.2%.The transaction costs related to the Share Repurchase and Secondary Offering were reimbursed by Orion.
| Company | Settlement | First Tranche<br> Value | Second Tranche<br><br> <br>Value | |||
|---|---|---|---|---|---|---|
| Dalradian Resources Inc. (other investment) | Cash | 58.1 million | - | |||
| Victoria Gold Corp. (associate) | Cash | - | $71.4 million | |||
| Aquila Resources Inc. (associate) | Transfer | 9.7 million | - | |||
| Highland Copper Company Inc. (associate) | Transfer | 3.0 million | - | |||
| Other investments | Transfer | 32.4 million | - | |||
| 103.2 million | $71.4 million |
All values are in US Dollars.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
Portfolio of Royalty, Stream and Other Interests
The following table details the GEOs earned from Osisko's producing royalty, stream and other interests:
| Three months ended<br>December 31, | Years ended<br>December 31, | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| Gold | ||||
| Canadian Malartic royalty | 8,382 | 8,835 | 33,048 | 34,853 |
| Éléonore royalty | 2,115 | 2,103 | 7,699 | 7,540 |
| Seabee royalty^(1)^ | 712 | 789 | 3,130 | 3,299 |
| Island Gold royalty | 509 | 301 | 1,947 | 1,406 |
| Pan royalty | 369 | 178 | 1,537 | 780 |
| Brucejack offtake^(^^2^^)^ | - | 521 | 1,216 | 1,783 |
| Matilda stream/offtake^(^^3^^)^ | 391 | 353 | 1,069 | 1,102 |
| Lamaque royalty^(4^^)^ | 229 | 91 | 1,053 | 308 |
| Eagle Gold royalty^(^^5^^)^ | 646 | - | 646 | - |
| Vezza royalty^(6)^ | 24 | 337 | 623 | 1,357 |
| Bald Mountain royalty | 140 | 467 | 466 | 1,771 |
| Others | 54 | 309 | 316 | 1,649 |
| 13,571 | 14,284 | 52,750 | 55,848 | |
| Silver | ||||
| Mantos Blancos stream | 1,970 | 1,125 | 6,329 | 5,962 |
| Sasa stream | 1,031 | 1,201 | 4,023 | 4,707 |
| Gibraltar stream | 551 | 527 | 1,969 | 1,769 |
| Canadian Malartic royalty | 130 | 129 | 465 | 533 |
| Others | 157 | 32 | 457 | 287 |
| 3,839 | 3,014 | 13,243 | 13,258 | |
| Diamonds | **** | **** | **** | **** |
| Renard stream | 2,574 | 1,902 | 9,725 | 8,425 |
| Others | 53 | 104 | 224 | 326 |
| 2,627 | 2,006 | 9,949 | 8,751 | |
| Other metals | **** | **** | **** | **** |
| Kwale royalty | 436 | 701 | 2,031 | 2,678 |
| Others | 6 | - | 33 | 18 |
| 442 | 701 | 2,064 | 2,696 | |
| **** | **** | **** | **** | |
| Total GEOs | 20,479 | 20,005 | 78,006 | 80,553 |
(1) The Seabee royalty was paid in cash up to the first quarter of 2018.
(2) The Brucejack offtake was sold on September 15, 2019.
(3) The Matilda offtake was converted in a stream effective April 1, 2018.
(4) The Lamaque royalty was reduced from 1.7% to 0.85% in July 2019 following the buy-back of 50% of the royalty by the operator.
(5) The Company received its first royalty from the Eagle Gold mine in October 2019.
(6) The Vezza mine has ceased its operations in 2019.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
GEOs by Product

The following table details the gold and silver ounces and the diamond carats attributable to Osisko for its main producing royalty, stream and other interests:
| Three months ended<br>December 31, | Year ended<br>December 31, | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| Royalties and streams - Gold<br>(in ounces) | ||||
| Canadian Malartic royalty | 8,382 | 8,835 | 33,048 | 34,853 |
| Éléonore royalty | 2,115 | 2,103 | 7,699 | 7,540 |
| Seabee royalty^(1)^ | 712 | 789 | 3,130 | 3,299 |
| Island Gold royalty | 509 | 301 | 1,947 | 1,406 |
| Pan royalty | 369 | 178 | 1,537 | 780 |
| Matilda stream/offtake^(^^2^^)^ | 391 | 353 | 1,069 | 1,102 |
| Lamaque royalty^(^^3)^ | 229 | 91 | 1,053 | 308 |
| Eagle Gold royalty^(^^4^^)^ | 646 | - | 646 | - |
| Royalties and streams - Silver | ||||
| (in ounces) | ||||
| Mantos Blancos stream | 168,475 | 94,839 | 544,343 | 480,339 |
| Sasa stream | 88,190 | 101,287 | 345,678 | 380,671 |
| Gibraltar stream | 47,142 | 44,448 | 169,122 | 143,399 |
| Canadian Malartic royalty | 11,123 | 10,894 | 40,795 | 43,082 |
| Streams - Diamonds<br>(in carats) | **** | **** | **** | **** |
| Renard stream | 53,238 | 29,975 | 179,571 | 115,516 |
(1) The Seabee royalty was paid in cash up to the first quarter of 2018.
(2) The Matilda offtake was converted in a stream effective April 1, 2018.
(3) The Lamaque royalty was reduced by from 1.7% to 0.85% in July 2019 following the buy-back of 50% of the royalty by the operator.
(4) The Company received its first royalty from the Eagle Gold mine in October 2019.
Average Metal Prices and Exchange Rate
| Three months ended<br>December 31, | Year ended<br>December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |||||
| Gold^(1)^ | $ | 1,481 | $ | 1,226 | $ | 1,393 | $ | 1,268 |
| Silver^(2)^ | $ | 17.32 | $ | 14.54 | $ | 16.21 | $ | 15.70 |
| Exchange rate (US/Can)(3) | 1.3200 | 1.3204 | 1.3269 | 1.2957 |
All values are in US Dollars.
(1) The London Bullion Market Association's pm price in U.S. dollars.
(2) The London Bullion Market Association's price in U.S. dollars.
(3) Bank of Canada daily rate.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
Royalty, Stream and Other Interests Portfolio Overview
Osisko owns a portfolio of 136 royalties, streams and offtakes assets, as well as 38 royalty options. The portfolio consists of 123 royalties, 9 streams and 4 offtakes. Currently, the Company has 16 producing assets.
Portfolio by asset stage
| Asset stage | Royalties | Streams | Offtakes | Total number<br> of assets |
|---|---|---|---|---|
| **** | **** | **** | **** | **** |
| Producing | 10 | 5 | 1 | 16 |
| Development (construction) | 6 | 4 | 2 | 12 |
| Exploration and evaluation | 107 | - | 1 | 108 |
| 123 | 9 | 4 | 136 |
Producing assets
| Asset | Operator | Interest | Commodity | Jurisdiction |
|---|---|---|---|---|
| **** | **** | **** | **** | **** |
| North America | **** | **** | **** | **** |
| Canadian Malartic | Agnico Eagle Mines Limited Yamana Gold Inc. | 5% NSR royalty | Au | Canada |
| Éléonore | Newmont Corporation | 2.0-3.5% NSR royalty | Au | Canada |
| Eagle ^(1)^ | Victoria Gold Corp. | 5% NSR royalty | Au | Canada |
| Renard^(2)^ | Stornoway Diamond Corporation | 9.6% stream | Diamonds | Canada |
| Gibraltar | Taseko Mines Limited | 75% stream | Ag | Canada |
| Seabee | SSR Mining Inc. | 3% NSR royalty | Au | Canada |
| Island Gold | Alamos Gold Inc. | 1.38-2.55% NSR royalty | Au | Canada |
| Bald Mtn. Alligator Ridge /<br><br> <br>Duke & Trapper | Kinross Gold Corporation | 1% / 4% NSR royalty | Au | USA |
| Pan | Fiore Gold Ltd. | 4% NSR royalty | Au | USA |
| Parral | GoGold Resources Inc. | 100% offtake | Au, Ag | Mexico |
| Lamaque South | Eldorado Gold Corporation | 0.85% NSR royalty^(^^3^^)^ | Au | Canada |
| Outside of North America | ||||
| Mantos Blancos | Mantos Copper S.A. | 100% stream | Ag | Chile |
| Sasa | Central Asia Metals plc | 100% stream | Ag | Macedonia |
| Kwale | Base Resources Limited | 1.5% GRR^(^^4^^)^ | Rutile, Ilmenite, Zircon | Kenya |
| Brauna | Lipari Mineração Ltda | 1% GRR^(^^4^^)^ | Diamonds | Brazil |
| Matilda | Blackham Resources Limited | 1.65% stream | Au | Australia |
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis | |||
| --- | --- | |||
| 2019 – Annual Report |
Key development / exploration and evaluation assets
| Asset | Operator | Interest | Commodities | Jurisdiction |
|---|---|---|---|---|
| **** | **** | **** | **** | **** |
| Amulsar | Lydian International Ltd. | 4.22% Au / 62.5% Ag stream | Au, Ag | Armenia |
| Amulsar | Lydian International Ltd. | 81.9% offtake | Au | Armenia |
| Back Forty | Aquila Resources Inc. | 18.5% Au / 75% Ag streams | Au, Ag | USA |
| Horne 5 | Falco Resources Ltd. | 90%-100% stream | Ag | Canada |
| Malartic - Odyssey South | Agnico Eagle Mines Limited Yamana Gold Inc. | 5% NSR royalty | Au | Canada |
| Malartic - Odyssey North | Agnico Eagle Mines Limited Yamana Gold Inc. | 3% NSR royalty | Au | Canada |
| Malartic - East Gouldie | Agnico Eagle Mines Limited Yamana Gold Inc. | 5% NSR royalty | Au | Canada |
| Windfall Lake | Osisko Mining Inc. | 2.0%-3.0% NSR royalty | Au | Canada |
| Hermosa | South 32 Limited | 1% NSR royalty | Zn, Pb, Ag | USA |
| Spring Valley | Waterton Global Resource Management | 0.5% NSR royalty | Au | USA |
| Upper Beaver | Agnico Eagle Mines Limited | 2% NSR royalty | Au, Cu | Canada |
| Copperwood | Highland Copper Company Inc. | 3% NSR royalty^(^^5^^)^ | Ag, Cu | USA |
| Marban | O3 Mining Inc. | 0.425% NSR royalty | Au | Canada |
| Ollachea | Kuri Kullu / Minera IRL | 1% NSR royalty | Au | Peru |
| Casino | Western Copper & Gold Corporation | 2.75% NSR royalty | Au, Ag, Cu | Canada |
| Altar | Sibanye-Stillwater | 1% NSR royalty | Cu, Au | Argentina |
(1) The Eagle gold mine poured its first gold bar in September 2019.
(2) Osisko became a 35.1% shareholder of the Renard diamond mine on November 1, 2019 (refer to section Credit Bid Transaction - Renard Diamond Mine).
(3) Eldorado Gold Corporation had an option to buy back 50% of the Lamaque South NSR royalty for $1.7 million within one year of the commencement of commercial production, which was exercised and paid in July 2019, resulting in a remaining NSR royalty of 0.85% to Osisko.
(4) Gross revenue royalty ("GRR").
(5) 3.0% NSR royalty on the Copperwood project. Upon closing of the acquisition of the White Pine project, Highland Copper Company will grant Osisko a 1.5% NSR royalty on all metals produced from the White Pine project, and Osisko's royalty on Copperwood will be reduced to 1.5%.
(6) The 4% NSR royalty held by Osisko on the Cariboo gold project is not presented as Osisko is now the owner of the project following the acquisition of Barkerville on November 21, 2019.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
Producing Assets

Geographical Distribution of Assets

| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
Canadian Malartic Royalty (Agnico Eagle Mines Limited and Yamana Gold Inc.)
The Company's cornerstone asset is a 5% NSR royalty on the Canadian Malartic property which is located in Malartic, Québec, and operated by the Canadian Malartic General Partnership (the "Partnership") formed by Agnico Eagle Mines Limited ("Agnico Eagle") and Yamana Gold Inc. ("Yamana") (together the "Partners"). Canadian Malartic is Canada's largest and the world's 14^th^ largest producing gold mine.
Osisko also holds a 3% NSR royalty on the Odyssey North zone and a 5% NSR royalty on the Odyssey South and East Gouldie zones, which are located adjacent to the Canadian Malartic mine on Osisko's royalty ground.
Update on operations
On February 13, 2020, Agnico provided a forecast for Canadian Malartic of 660,000 ounces of gold in 2020 (including 15,500 gold ounces related to the Barnat pit), 690,000-710,000 in 2021 and 650,000-670,000 in 2022.
Agnico reported gold production of 163,810 ounces at Canadian Malartic for the fourth quarter of 2019, for a total of 669,192 ounces in 2019, higher than the guidance of 660,000 ounces.
Agnico announced that in the fourth quarter of 2019, pre-commercial production began at the Barnat extension project as the new Highway 117 deviation opened for traffic in early October. Mining activities at the Barnat pit are expected to continue to ramp up during 2020. Approximately 15,500 ounces of pre-commercial gold production are expected from the Barnat pit during the first nine months of 2020.
Agnico also reported a first inferred mineral resource of 2.8 million ounces of gold at the East Gouldie zone (25.6 million tonnes grading 3.34 g/t gold) at December 31, 2019. At East Malartic, inferred mineral resources of 2.4 million ounces of gold were added with the inclusion of deeper portions of the deposit between 1,000 metres to 1,800 metres depth, increasing total inferred mineral resources at East Malartic to 5.2 million ounces of gold (78.8 million tonnes grading 2.05 g/t gold). At the Canadian Malartic mine, the Partnership is expected to spend $15.0 million for 90,000 metres of exploration and conversion drilling primarily focused on declaring new inferred mineral resources at the East Gouldie zone and infilling the current inferred mineral resources in the zone to convert them into indicated mineral resources by year-end 2020. In addition to the drilling at East Gouldie, the Partnership is planning to spend another $10.0 million on 22,000 metres of exploration drilling to test other regional targets at Canadian Malartic and on studies.
The substantial increases in mineral resources, particularly at the East Gouldie and East Malartic zones, have the potential to eventually replace mineral reserves currently being mined at the adjacent Canadian Malartic pit. The Partnership continues to evaluate the Odyssey project with consideration being given to potential new development synergies between the various zones at East Gouldie, Odyssey, East Malartic and Canadian Malartic. Subject to a positive development decision, initial production could potentially start in 2023. The Partnership is evaluating scenarios to optimize the project.
For more information, refer to Agnico's press release dated February 13, 2020 entitled "Agnico Eagle Reports Fourth Quarter And Full Year 2019 Results - Record Annual And Quarterly Gold Production; Production Guidance Outlines 18% Growth Through 2022 With Declining Unit Costs In 2021 And 2022; Pipeline Projects Continue To Advance; Quarterly Dividend Increased" and filed on www.sedar.com.
Éléonore Royalty (Newmont Corporation)
Osisko owns a sliding scale 2.0% to 3.5% NSR royalty on the Éléonore gold property located in the Province of Québec and operated by Newmont Corporation ("Newmont"), following the combination of Newmont Mining Corporation and Goldcorp Inc. ("Goldcorp") completed in April 2019. Osisko currently receives an NSR royalty of 2.2% on production at Éléonore.
Update on operations
On December 2, 2019, Newmont provided 2020 guidance on the Éléonore mine of 355,000 ounces of gold.
On February 13, 2020, Newmont updated its mineral reserve and resource estimates for the Éléonore mine as at December 31, 2019. Proven and probable gold mineral reserves and resources were reduced by approximately 50% compared to the last update (June 30, 2018) from Goldcorp, after depletion. Proven and probable gold mineral reserves as of December 31, 2019 totaled 1.3 million ounces (7.4 million tonnes grading 5.31 g/t Au). Measured and indicated gold mineral resources as of December 31, 2019 were estimated at 0.4 million ounces (2.8 million tonnes grading 4.55 g/t Au). Inferred gold mineral resources as of December 31, 2019 were estimated at 0.6 million ounces (3.4 million tonnes grading 5.21 g/t Au).
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
In 2019, Osisko incurred impairment charges of $27.2 million ($20.0 million, net of income taxes) on its Éléonore NSR royalty (refer to section Impairment of Assets of this MD&A).
For additional information, please refer to Newmont's press release dated December 2, 2019 entitled "Newmont Provides 2020 and Longer-term Outlook" and Newmont press release dated February 13, 2029 entitled "Newmont Reports 2019 Gold Mineral Reserves of 100 Million Ounces, Largest in Company History ", filed on www.sedar.com.
Renard Stream (Stornoway Diamond Corporation)
Osisko owns a 9.6% diamond stream on the Renard diamond mine operated by Stornoway and located approximately 350 kilometres north of Chibougamau in the James Bay region of north-central Québec. The Renard stream is secured by a first-ranking security interest over all assets and properties of Stornoway.
Under the stream agreement, upon the completion of a sale of diamonds, Osisko remits to Stornoway a cash transfer payment which equals to the lesser of 40% of achieved sales price and US$40 per carat. For the purpose of calculating stream remittances, Stornoway shall separately sell any diamonds smaller than the +7 DTC sieve size that are recovered in excess of the maximum agreed-upon proportion within a sale of run of mine ("ROM") diamonds (the excess small diamonds, or incidentals). In this manner, Stornoway shall restrict the proportion of small diamonds contained in a ROM sale such that the streamers and Stornoway will be fully aligned on upside price exposure with downside protection on price and product mix.
Credit Bid Transaction
The Credit Bid Transaction was closed on November 1, 2019 and Osisko became a 35.1% shareholder of the company now holding the Renard diamond mine, which is considered as an associate from that date. The transaction is described in the section Credit bid transaction - Renard diamond mine of this MD&A.
Update on operations
In 2019, Stornoway recovered 1.9 million carats from the processing of 2.55 million tonnes of ore, in line with the revised guidance. Total sales for 2019 were 1.9 million carats sold at an average price of US$75 per carat.
In 2019, Osisko incurred an impairment charge of $86.1 million ($63.2 million, net of income taxes) on its Renard diamond stream (refer to section Impairment of Assets).
Eagle Gold Royalty (Victoria Gold Corp.)
Osisko owns a 5% NSR royalty on the Dublin Gulch property, which hosts the Eagle Gold mine, owned and operated by Victoria. The Dublin Gulch gold property is situated in central Yukon Territory, Canada, approximately 375 kilometres north of the capital city of Whitehorse, and approximately 85 kilometres from the town of Mayo. The property is accessible by road year-round, and is linked to Yukon Energy's electrical grid. The property covers an area of approximately 555 km^2^ and is the site of the company's Eagle Gold deposit. The Eagle Gold mine poured its first gold on September 18, 2019. The Eagle and Olive deposits include proven and probable reserves of 3.3 million ounces of gold at July 1, 2019, from 155 million tonnes of ore with an average grade of 0.65 g/t Au, as outlined in a new Technical Report, prepared to a Feasibility Study level, and dated December 6, 2019. At July 1, 2019, the Eagle pit is estimated to contain 4.4 million ounces of gold in the measured and indicated category (217 million tonnes averaging 0.63 g/t Au), inclusive of proven and probable reserves, and a further 0.4 million ounces in the inferred category (21 million tonnes averaging 0.52 g/t Au). The Olive pit is estimated to contain 0.3 million ounces of gold in the measured and indicated category (10 million tonnes averaging 1.07 g/t Au), inclusive of proven and probable reserves, and a further 0.2 million ounces in the inferred category (7 million tonnes averaging 0.89 g/t Au).
On October 8, 2019, Victoria made its first shipment of doré from the Eagle Gold mine to be delivered to the Royal Canadian Mint for refining and Osisko received its first delivery under the royalty agreement in October 2019.
Mantos Blancos Stream (Mantos Copper S.A.)
Osisko owns a 100% silver stream on the Mantos Blancos mine, which is owned and operated by Mantos Copper S.A. ("Mantos"), a private mining company focused on the extraction and sale of copper. The company owns and operates the Mantos Blancos mine and Mantoverde project, located in the Antofagasta and Atacama regions in northern Chile.
On September 3, 2019, Osisko announced a definitive agreement with Mantos to enhance its existing silver purchase agreement (the "Amended Stream Agreement") with respect to 100% of the silver produced from the Mantos Blancos copper mine by investing an additional US$25.0 million ($33.4 million). The stream amendment transaction is part of a comprehensive US$250.0 million financing package entered into by Mantos to expand the project's sulphide concentrator plant. Under the Amended Stream Agreement, Osisko will receive 100% of the payable silver from the Mantos Blancos copper mine until 19.3 million ounces have been delivered (1.3 million ounces have been delivered at December 31, 2019), after which the stream percentage will be 40% (30% prior to the amendment). The purchase price for the silver under the Mantos Blancos stream is 8% (25% prior to the amendment) of the monthly average silver market price for each ounce of refined silver sold and delivered and/or credited by Mantos to Osisko Bermuda Limited ("OBL"), a wholly-owned subsidiary of Osisko. Mantos had the option to reduce the amount of refined silver to be delivered and sold to OBL by 50% in September 2020, which was cancelled as part of the amendment.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
Update on operations
As per Mantos, production of silver at the Mantos Blancos mine and concentrator plant for the fourth quarter of 2019 was higher than the third quarter at 248,893 ounces of payable silver versus 221,164 ounces in the third quarter, due to higher grades (8,37g/t compared to 8,13g/t), higher recovery (81.8% compared to 77.9%) and also more material milled.
Work on the Mantos Blancos Concentrator Debottlenecking Project ("MB-CDP") commenced during the third quarter of 2019, after the financing was finalized. The engineering, procurement and construction activities commenced with detailed engineering, submission of purchase orders for key equipment, and construction activities for the project execution. All main subcontracts have been awarded and work is currently advancing according to the plan. The MB-CDP project should increase processing capacity at the concentrator by approximately 70%. The key environmental permits are in place.
Brucejack Offtake (Pretium Resources Inc.)
Osisko, through OBL, owned a 50% gold offtake on the Brucejack gold mine. The Brucejack offtake agreement applied to the sales from the first 7,067,000 ounces (of which 3,533,500 ounces were attributable to OBL) of refined gold. OBL was required to pay for refined gold based on a market referenced gold price in U.S. dollars per ounce during a defined pricing period before and after the date of each sale. The offtake obligation applied to 100% (50% attributable to OBL) of refined gold produced at the Brucejack mine, subject to the following reduction election: on December 31, 2019, Pretium had the option to reduce the offtake obligation to either (i) 50% (25% attributable to OBL) by paying US$13 per ounce multiplied by 0.50, on the remaining undelivered gold ounces, or (ii) 25% (12.5% attributable to OBL) by paying US$13 per ounce multiplied by 0.75, on the remaining undelivered gold ounces.
On September 15, 2019, OBL sold back its Brucejack offtake to the operator of the mine for US$41.3 million ($54.8 million) and generated a gain on the sale of US$5.8 million ($7.6 million).
Sasa Stream (Central Asia Metals plc)
Osisko, through OBL, owns a 100% silver stream on the Sasa mine, operated by Central Asia Metals plc ("Central Asia") and located in Macedonia. The Sasa mine is one of the largest zinc, lead and silver mines in Europe, producing approximately 30,000 tonnes of lead, 22,000 tonnes of zinc and 400,000 ounces of silver in concentrates per annum. OBL's entitlement under the Sasa stream applies to 100% of the payable silver production in exchange for US$5 per ounce (plus refining costs) of refined silver increased annually from 2017, based on inflation.
Update on operations
On January 9, 2020, Central Asia reported sales of 346,258 ounces of payable silver in 2019, including 91,671 ounces in the fourth quarter of 2019.
For more information on the Sasa mine, refer to Central Asia's press release dated January 9, 2020, entitled "2019 Operations Update" available on their website at www.centralasiametals.com.
Seabee Royalty (SSR Mining Inc.)
Osisko holds a 3% NSR royalty on the Seabee gold operations operated by SSR Mining Inc. ("SSR Mining") and located in Saskatchewan, Canada.
Update on operations
On January 15, 2020, SSR Mining reported that the Seabee gold operations achieved its fourth consecutive annual production record of 112,137 ounces of gold, exceeding the top end of guidance, as a result of higher gold grade, improved recoveries and drawdown of in-process inventories.
In 2019, the operation milled 344,040 tonnes of ore, a 2% decrease compared to 2018. During the year, average gold mill feed grade was 9.56 g/t, 4% higher compared to the average gold grade milled in 2018. In the fourth quarter of 2019, the operation produced 22,069 ounces of gold, a 32% decrease from the third quarter primarily due to lower gold grades more than offsetting higher milling rates. During the fourth quarter, 87,394 tonnes of ore were milled at an average gold grade of 7.89 g/t and recovery of 97.9%. This compares to 77,465 tonnes of ore milled at an average gold grade of 12.39 g/t and recovery of 98.8% in the third quarter of 2019.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
SSR Mining's guidance for gold production in 2020 is estimated between 110,000 to 120,000 ounces. Exploration expenditures at Seabee are estimated to total $12.0 million with a focus on expansion and definition of Santoy Gap Hanging Wall and surface drill programs at the Seabee and Fisher properties following up on targets identified in 2019.
For more information, refer to SSR Mining's press release dated January 15, 2020 entitled SSR Mining Reports Fourth Quarter 2019 and Full Year 2019 Production Results and 2020 Operating Guidance", filed on www.sedar.com.
Kwale Royalty (Base Resources Limited)
Osisko holds a 1.5% gross revenue royalty on the rutile, ilmenite and zircon produced from the Kwale mine (Central and South Dunes orebodies), operated by Base Resources Limited ("Base Resources") and located 10 kilometres inland from the Kenyan coast and 50 kilometres south of Mombasa.
Update on operations
On January 23, 2020, Base Resources reported highlights of its fourth quarter operations. Kwale operations steadily increased production following a ramp up in mining operations last quarter after the successful transition of mining operations to the South Dune orebody. As expected, heavy mineral grades increased as mining advanced from the lower grade fringes towards the centre of the orebody. Production in the fourth quarter reached 91,406 tonnes of ilmenite, 19,812 tonnes of rutile and 7,923 tonnes of zircon.
Base Resources reported increased production guidance for financial year ending June 30, 2020, now estimated to 335,000-355,000 tonnes of ilmenite, 75,000-81,000 tonnes of rutile and 29,000-32,000 tonnes of zircon.
For more information on the Kwale mine, refer to Base Resources' quarterly activities report dated January 23, 2020 available on their website at www.baseresources.com.au.
Gibraltar Stream (Taseko Mines Limited)
Osisko owns a 100% silver stream on Taseko Mines Limited's ("Taseko") attributable portion of the Gibraltar copper mine ("Gibraltar"), held by Gibraltar Mines Ltd. ("Gibco") and located in British Columbia, Canada. Under the stream agreement, Osisko will receive from Taseko an amount equal to 100% of Gibco's share of silver production until the delivery to Osisko of 5.9 million ounces of silver and 35% of Gibco's share of silver production thereafter. Osisko will make ongoing payments under the stream of US$2.75 per ounce of silver delivered. Gibraltar is the second largest open pit copper mine in Canada and fourth largest in North America. As of December 31, 2019, a total of 0.5 million ounces of silver have been delivered under the stream agreement.
Island Gold Royalty (Alamos Gold Inc.)
Osisko owns NSR royalties ranging from 1.38% to 2.55% on the Island Gold mine, operated by Alamos Gold Inc. ("Alamos") and located in Ontario, Canada.
On December 11, 2019, Alamos provided its 2020 guidance for Island Gold of 130,000 to 145,000 ounces of gold compared to the updated 2019 guidance of 135,000 to 145,000 gold ounces.
Alamos reported that the Phase III expansion study of the operation beyond 1,200 tonnes per day is expected to be completed during the second quarter of 2020. This study will incorporate the 2019 year-end mineral reserve and resource update for Island Gold.
Alamos also reported that a total of $21 million has been budgeted in 2020 for surface and underground exploration at Island Gold, an increase from the 2019 budget of $19 million. The focus remains on continuing to define new near mine mineral resources. The 2020 budget includes 46,000 meters of surface directional drilling, 30,000 meters of underground exploration drilling, and 900 meters of underground exploration development to extend drill platforms on the 340, 620, 790, and 840 levels. A regional exploration program which includes 10,000 meters of drilling is also planned in 2020, focused on evaluating and advancing exploration targets outside the main Island Gold mine area on the 9,750-hectare Island Gold Property.
For more information, refer to Alamos' press release dated December 11, 2019 entitled "Alamos Gold Provides 2020 Production and Operating Guidance" and filed on www.sedar.com.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
Amulsar Stream (Lydian International Ltd.)
Osisko, through OBL, owns a 4.22% gold stream and 62.5% silver stream on the Amulsar project, owned by Lydian International Ltd. ("Lydian") and located in southern Armenia. The Amulsar project is in the development and construction stage and Amulsar is expected to be Armenia's largest gold mine, with estimated mineral resources containing 3.5 million measured and indicated gold ounces and 1.3 million inferred gold ounces. The details of the mineral inventory can be found under Lydian International Ltd.'s profile on SEDAR at www.sedar.com. Gold production is targeted to average approximately 225,000 ounces annually over an initial 10-year mine life. OBL's entitlement under the Amulsar stream applies to 4.22% of refined gold production and 62.5% of refined silver until 89,034 ounces of refined gold and 434,093 ounces of refined silver are delivered to OBL. The stream agreement includes ongoing transfer payments by OBL to Lydian of US$400 per ounce of refined gold and US$4.00 per ounce of refined silver delivered under the stream subject to a 1% annual increase starting on the third anniversary of commercial production. Lydian has the option to buy back a portion of the stream by one of the following options:
(i) the stream percentage may be reduced by 50% on the second anniversary of commercial production for US$55.0 million (US$34.4 million attributable to OBL); or
(ii) the stream percentage may be reduced by 50% on the third anniversary of commercial production for US$50.0 million (US$31.3 million attributable to OBL).
Update on corporate activities
In December 2019, Lydian announced that it had applied to the Ontario Superior Court of Justice for protection under the Companies' Creditors Arrangement Act ("CCAA") in order to restructure its business and financial affairs. In January 2020, the court has extended the protection until March 2, 2020.
Since June 2018, illegal blockades have prevented access to the company's Amulsar project in Armenia. Despite its many public statements that there is no legal basis on which to prevent the company's development of the Amulsar project, the Government of Armenia has failed to remove the illegal blockades. As a result, the company's lenders were not prepared to further extend a previously announced forbearance agreement, which expired on December 20, 2019.
While under CCAA protection, Lydian intends to continue discussions with its lenders and others, including the Government of Armenia, to seek to maximize the outcome for all stakeholders including the hundreds of employees, contractors and suppliers affected by the ongoing illegal blockades. Lydian also intends to pursue: (a) an end to the illegal actions which have resulted in Lydian's inability to access the Amulsar project; (b) financing and/or sale options for the Amulsar project; and (c) finalizing financing discussions with respect to potential foreign investment arbitration proceedings against the Government of Armenia.
In 2019, Osisko incurred impairment charges of US$61.2 million ($79.8 million) on its Amulsar stream and offtake interests (refer to section Impairment of Assets of this MD&A).
For more information on the CCAA proceedings and the Amulsar project, refer to Lydian's press releases available on their website (www.lydianinternational.co.uk) and filed on www.sedar.com.
Back Forty Stream (Aquila Resources Inc.)
Osisko owns an 18.5% gold stream (to be reduced to 9.25% after the delivery of 105,000 gold ounces) and a 75% silver stream on the Back Forty project, owned by Aquila Resources Inc. ("Aquila"), and located along the mineral-rich Penokean Volcanic Belt in Michigan's Upper Peninsula, USA. Aquila has completed a preliminary economic assessment in 2014 that demonstrated strong economics and has published results of an open pit feasibility study on August 1, 2018. Aquila has been granted all final permits by the Michigan's Department of Environmental Quality and has received all State and Federal permissions required for the construction and commencement of operations at the Back Forty project. Gold production is targeted to reach a total of 468,000 ounces over the seven-year mine life, including 135,000 ounces in the first year. The stream agreement includes ongoing transfer payments to Aquila of 30% of the gold spot price (with a maximum of US$600 per ounce) and US$4 per ounce of silver.
For more information on the Back Forty project, refer to Aquila's web site (aquilaresources.com) and press releases filed on www.sedar.com.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
Impairment of assets
Renard mine diamond stream (Stornoway Diamond Corporation)
In March 2019, the operator of the Renard diamond mine in Québec, Canada, announced a significant impairment charge of $83.2 million on its Renard diamond mine reflecting an outlook of lower than expected diamond pricing. This was considered an indicator of impairment among other facts and circumstances and, accordingly, management performed an impairment assessment as at March 31, 2019. The Company recorded an impairment charge of $38.9 million ($28.6 million, net of income taxes) on the Renard diamond stream.
On March 31, 2019, the Renard diamond stream was written down to its estimated recoverable amount of $122.4 million, which was determined by the fair value less cost of disposal using a discounted cash-flows approach. The fair value of the Renard diamond stream is classified as level 3 of the fair value hierarchy because the main valuation inputs used are significant unobservable inputs. The main valuation inputs used were the cash flows expected to be generated by the sale of diamonds from the Renard diamond stream over the estimated life of the Renard diamond mine, based on expected long-term diamond prices per carat and a post-tax real discount rate of 4.7%.
In September 2019, the operator of the Renard diamond mine, Stornoway Diamond Corporation, announced that it had applied to the Superior Court of Québec (Commercial Division) for protection under the CCAA in order to restructure its business and financial affairs. This was considered an indicator of impairment among other facts and circumstances and, accordingly, management performed an impairment assessment as at September 30, 2019. The Company recorded an impairment charge of $47.2 million ($34.6 million, net of income taxes) on the Renard diamond stream.
On September 30, 2019, the Renard diamond stream was written down to its estimated recoverable amount of $70.2 million, which was determined by the fair value less cost of disposal using a discounted cash-flows approach. The fair value of the Renard diamond stream is classified as level 3 of the fair value hierarchy because the main valuation inputs used are significant unobservable inputs. The main valuation inputs used were the cash flows expected to be generated by the sale of diamonds from the Renard diamond stream over the estimated life of the Renard diamond mine, based on expected long-term diamond prices per carat and a post-tax real discount rate of 4.6%.
A sensitivity analysis was performed by management for the long-term diamond price and the post-tax real discount rate (in isolation). If the long-term diamond price per carat applied to the cash flow projections had been 10% lower than management's estimates, the Company would have recognized an additional impairment charge of $7.0 million ($5.1 million, net of income taxes). If the post-tax real discount rate applied to the cash flow projections had been 100 basis points higher than management's estimates, the Company would have recognized an additional impairment charge of $3.0 million ($2.2 million, net of income taxes).
Amulsar stream and offtake (Lydian International Limited)
In September 2019, Lydian International Limited announced a delay in the timing of the construction activities, expected first gold pour and ramp up to full production as a result of the 15-month blockade on construction as well as changes to the expected life of mine and annual production for the Amulsar project in Armenia. This was considered an indicator of impairment among other facts and circumstances and, accordingly, management performed an impairment assessment as at September 30, 2019. The Company recorded an impairment charge of US$9.9 million ($13.1 million) on the Amulsar stream and offtake.
On September 30, 2019, the Amulsar stream and offtake were written down to their estimated recoverable amount of US$73.7 million ($97.0 million), which was determined by the fair value less cost of disposal using a discounted cash-flows approach. The fair value of the Amulsar stream and offtake is classified as level 3 of the fair value hierarchy because the main valuation inputs used are significant unobservable inputs. The main valuation inputs used were the cash flows expected to be generated by the sale of gold and silver from the Amulsar stream and offtake over the estimated life of the Amulsar mine, based on expected long-term gold and silver prices per ounce of US$1,350 and US$17.75, respectively, and a post-tax real discount rate of 6.1%.
In December 2019, Lydian International Limited announced that it had applied to the Ontario Superior Court for protection under the CCAA in order to restructure its business and financial affairs. This was considered an indicator of impairment among other facts and circumstances and, accordingly, management performed an impairment assessment as at December 31, 2019. The Company recorded an impairment charge of US$51.3 million ($66.7 million) on the Amulsar stream and offtake.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
On December 31, 2019, the Amulsar stream and offtake were written down to their estimated recoverable amount of US$22.3 million ($29.0 million), which was determined by the fair value less cost of disposal using discounted cash-flows approaches and estimated probabilities of different exit scenarios from CCAA. The fair value of the Amulsar stream and offtake is classified as level 3 of the fair value hierarchy because the main valuation inputs used are significant unobservable inputs. The main valuation inputs used were the cash flows expected to be generated by the sale of gold and silver from the potential amendment of the Amulsar stream over the estimated life of the Amulsar mine, based on expected long-term gold and silver prices per ounce of US$1,400 and US$17.50, respectively, a post-tax real discount rate of 10.1% and potential amendments of the Amulsar stream agreement resulting from probability weighted exit scenarios from the CCAA process. .
A sensitivity analysis was performed by management for the long-term gold and silver prices and the post-tax real discount rate (in isolation). If the long-term gold and silver prices per ounce applied to the cash flow projections had been 10% lower than management's estimates, the Company would have recognized an additional impairment charge of US$2.0 million ($2.6 million). If the probabilities of the different scenarios had been 10% lower (negative) than management's estimates, the Company would have recognized an additional impairment charge of US$4.5 million ($5.8 million). If the post-tax real discount rate applied to the cash flow projections had been 100 basis points higher than management's estimates, the Company would have recognized an additional impairment charge of US$1.6 million ($2.1 million).
In addition, an impairment of US$3.6 million ($4.7 million) was taken on a note receivable and amounts receivable from Lydian.
Éléonore royalty (Newmont Corporation)
In February 2020, the operator of the Éléonore gold mine in Québec, Canada, announced that it has updated its mineral reserve and resource estimates for the Éléonore mine as at December 31, 2019. As a result of the update, proven and probable gold mineral reserves and resources decreased by approximately 50%. This was considered an indicator of impairment among other facts and circumstances and, accordingly, management performed an impairment assessment as at December 31, 2019. The Company recorded an impairment charge of $27.2 million ($20.0 million, net of income taxes) on the Éléonore NSR royalty for the year ended December 31, 2019.
On December 31, 2019, the Éléonore NSR royalty was written down to its estimated recoverable amount of $101.3 million, which was determined by the fair value less cost of disposal using a discounted cash-flows approach. The fair value of the Éléonore NSR royalty is classified as level 3 of the fair value hierarchy because the main valuation inputs used are significant unobservable inputs. The main valuation inputs used were the cash flows expected to be generated by the sale of gold received from the Éléonore NSR royalty based on the long-term annual gold production of 355,000 ounces over the estimated life of the Éléonore mine, the long-term gold price of US$1,400 per ounce and a post-tax real discount rate of 4.1%, adjusted for the decrease in reserves and resources.
A sensitivity analysis was performed by management for the long-term gold price and the post-tax real discount rate (in isolation). If the long-term gold price applied to the cash flow projections had been 10% lower than management's estimates, the Company would have recognized an additional impairment charge of $10.1 million. If the post-tax real discount rate applied to the cash flow projections had been 100 basis points higher than management's estimates, the Company would have recognized an additional impairment charge of $4.2 million.
Coulon zinc project (exploration and evaluation assets)
On December 31, 2019, the Company incurred an impairment charge of $50.0 million ($37.6 million, net of income taxes) on its Coulon zinc project in Canada for which the Company determined that further exploration and evaluation expenditures are no longer planned in the near term and that the carrying amount of the asset is unlikely to be recovered in full from a sale of the project at the current time. On December 31, 2019, the Coulon project was written down to its estimated recoverable amount of $10.0 million, which was determined by the fair value less cost of disposal using a market approach, based on a dollar value per thousand pounds of mineral reserve/resource of zinc equivalent for comparable sales transactions realized.
Net investment in Falco Resources Ltd.
On September 30, 2019, the Company determined that its net investment in Falco, an associate, was impaired. This determination was made considering, among other factors, the duration and extent to which the fair value of an investment is less than its carrying amount, the volatility of the share price and the business outlook for the investee, including factors such as the current and expected status of the investee's development projects. The net investment in Falco was written down to its estimated fair value and, therefore, an impairment charge of $12.5 million ($10.8 million, net of income taxes) was recorded under other gains (losses), net on the consolidated statements of loss for the year ended December 31, 2019.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
Equity Investments
The Company's assets include a portfolio of shares, mainly of publicly traded exploration and development mining companies. Osisko invests, and intends to continue to invest, from time to time in companies where it holds a royalty, stream or similar interest and in various companies within the mining industry for investment purposes and with the objective of improving its ability to acquire future royalties, streams or similar interests. In addition to investment objectives, in some cases, the Company may decide to take a more active role, including providing management personnel, technical and/or administrative support, as well as nominating individuals to the investee's board of directors. These investments are reflected in investments in associates in the consolidated financial statements and include mainly Osisko Mining Inc. ("Osisko Mining"), Osisko Metals Inc. ("Osisko Metals") and Falco.
Osisko may, from time to time and without further notice except as required by law or regulations, increase or decrease its investments at its discretion.
During the year ended December 31, 2019, Osisko acquired investments for $59.9 million and disposed investments for $130.1 million, respectively.
Fair value of marketable securities
The following table presents the carrying value and fair value of the investments in marketable securities (excluding notes and warrants) as at December 31, 2019 (in thousands of dollars):
| Investments | Carrying value^(i)^ | Fair value^(ii)^ |
|---|---|---|
| $ | $ | |
| Associates | 103,640 | 220,040 |
| Other | 57,409 | 57,409 |
| 161,049 | 277,449 |
(i) The carrying value corresponds to the amount recorded on the consolidated balance sheet, which is the equity method for investments in associates and the fair value for the other investments, as per IFRS 9, Financial Instruments.
(ii) The fair value corresponds to the quoted price of the investments in a recognized stock exchange as at December 31, 2019.
Main Strategic Investments
The following table presents the main strategic investments of the Company in marketable securities as at December 31, 2019 (in thousands of dollars):
| Company | Number of<br>Shares Held | Ownership |
|---|---|---|
| % | ||
| Osisko Mining | 45,969,569 | 15.9 |
| Osisko Metals | 29,877,397 | 17.9 |
| Falco | 41,385,240 | 19.9 |
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis | |
| --- | --- | |
| 2019 – Annual Report |
Osisko Mining Inc.
Osisko Mining is a Canadian gold exploration and development company focused on its Windfall Lake gold project. Osisko holds a 2.0% - 3.0% NSR royalty on the Windfall Lake gold project, for which a positive preliminary economic assessment was released in July 2018, and a 1% NSR royalty on other properties held by Osisko Mining. A feasibility study on the Windfall Lake property is expected in 2020.
In May 2018, Osisko Mining released a first mineral resources estimate on Windfall Lake gold deposit. Osisko Mining indicated that mineral resources were estimated at 601,000 ounces of gold in the measured and indicated category (2,382,000 tonnes grading 7.85 g/t Au) and 2,284,000 ounces of gold in the inferred category (10,605,000 tonnes grading 6.70 g/t Au). In November 2018, Osisko Mining released a mineral resource update including the mineral resource update for the Lynx zone. Estimated measured and indicated resources were increased to 754,000 ounces of gold (2,874,000 tonnes grading 8.17 g/t Au) and inferred mineral resources were increased to 2,366,000 ounces of gold (10,352,000 tonnes grading 7.11 g/t Au).
For more information, refer to Osisko Mining's press release dated May 14, 2018 entitled: "Osisko Releases Its First Mineral Resource Estimate for Windfall Gold Deposit" and Osisko Mining's press release dated November 27, 2018 entitled "Osisko Releases Mineral Resource Update for Lynx", both filed on www.sedar.com.
In addition, a positive preliminary economic assessment on the Windfall Lake project was released in July 2018 with an after-tax internal rate of return of 33%. Osisko Mining is also pursuing a 1,000,000 meter drilling program on the Windfall Lake property as well as a metallurgical program. In October 2018, through the construction of an exploration ramp, Osisko Mining achieved access to Zone 27, wireframe 115, which was selected for the initial 5,000 tonne bulk sample to be processed in the fourth quarter of 2018. In December 2018, Osisko Mining released preliminary results from the first 2,078 tonnes mined. Results from processing 5,500 tonnes mined from Zone 27 bulk sample returned an average grade of 8.53 g/t Au. The bulk sample average grade was 26% higher than predicted by infill drilling on the resource block model. In December 2019, Osisko Mining announced results from processing 5,716 tonnes mined from the Lynx Zone exceeded expectations, returning an average grade of 17.8 g/t Au. For more information, refer to Osisko Mining's press release dated July 17, 2018 entitled: "Osisko Delivers Positive PEA For Windfall Project", Osisko Mining's press release dated June 11, 2019 entitled "Osisko Windfall Zone 27 Bulk Sample Returns 8.53 g/t reconciled" and Osisko Mining's press release dated December 11, 2019 entitled "Osisko Lynx Bulk Sample Returns 17.8g/t Au reconciled head grade, all filed on www.sedar.com.
The Company invested $18.0 million in Osisko Mining in 2018 and an additional $7.7 million in 2019. As at December 31, 2019, the Company holds 45,969,569 common shares representing a 15.9% interest in Osisko Mining (16.7% as at December 31, 2018). The Company concluded that it exercises significant influence over Osisko Mining and accounts for its investment using the equity method.
Osisko Metals Incorporated
Osisko Metals is a Canadian base metal exploration and development company with a focus on zinc mineral assets. The Company's flagship properties are the Pine Point mining camp, located in the Northwest Territories and the Bathurst mining camp, located in northern New Brunswick. The Company owns a 1.5% NSR royalty on the Pine Point mining camp (acquired in January 2020) and a 1% NSR royalty on the Bathurst mining camp. The Company invested $3.0 million in Osisko Metals in 2018 and an additional $7.8 million in 2019.
The Pine Point mining camp, has an inferred mineral resource of 52.4 million tonnes grading 4.64% zinc and 1.83% lead (6.47% zinc equivalent ("ZnEq"), making it the largest pit-constrained zinc deposit in Canada. Please refer to the NI 43-101 Technical Report entitled "Mineral Resource Estimate Update Pine Point Lead-Zinc Project" dated December 19, 2019 and filed on www.sedar.com for further information.
The Bathurst mining camp has indicated mineral resources of 1.96 million tonnes grading 5.77% zinc, 2.38% lead, 0.22% copper and 68.9 g/t silver (9.00% ZnEq) and inferred mineral resources of 3.85 million tonnes grading 5.34% zinc, 1.49% lead, 0.32% copper and 47.7 g/t silver (7.96% ZnEq) in the Key Anacon and Gilmour South deposits. Please refer to the Technical Report entitled "NI 43-101 Maiden Resource Estimate for the Bathurst Mining Camp, New Brunswick, Canada" dated April 4, 2019 and filed on www.sedar.com for further information.
As at December 31, 2019, the Company holds 29,877,397 common shares representing a 17.9% interest in Osisko Metals (10.6% as at December 31, 2018). The Company concluded that it exercises significant influence over Osisko Metals and accounts for its investment using the equity method.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
Falco Resources Ltd.
Falco's main asset is the Horne 5 gold project, for which a positive feasibility study was released in October 2017. For more information, refer to Falco's press release dated October 16, 2017 and entitled: "Falco Announces Positive Feasibility Study Results on Horne 5 Gold Project" and filed on www.sedar.com.
In 2018, Osisko entered into a binding term sheet to provide Falco with a senior secured silver stream credit facility ("Falco Silver Stream") with reference to up to 100% of the future silver produced from the Horne 5 property ("Horne 5") located in Rouyn-Noranda, Québec. As part of the Falco Silver Stream, Osisko will make staged upfront cash deposits to Falco of up to $180.0 million and will make ongoing payments equal to 20% of the spot price of silver, to a maximum of US$6 per ounce. The Falco Silver Stream will be secured by a first priority lien on the Project and all assets of Falco.
The Falco Silver Stream was closed in February 2019, which triggered the payment of the first installment of $25.0 million to Falco. Two previously outstanding notes receivable amounting to $20.0 million were applied against the first installment and the remaining balance of $5.0 million was paid to Falco. Interests receivable amounting of $1.8 million related to these loans were settled in exchange for 5,353,791 additional common shares of Falco.
On February 22, 2019, Osisko entered into an agreement to provide Falco with a secured senior loan of $10.0 million. The loan bears interests at a rate of 7%, compounded quarterly. The principal amount and accrued interests shall be payable on December 31, 2020. The loan will be used for the advancement of the Horne 5 Project and for general corporate purposes.
On August 16, 2019 Falco provided an update on the development of the project. As part of the risk assessment for the dewatering phase, Falco has collaborated with its principal neighbor (the "Neighbor"), the owner of the mining concessions, on an initial geotechnical program to gather information and analyze the risks associated with the development of the Horne 5 project. Both parties met in July and agreed to continue collaborating by sharing information and initiate a second phase of geotechnical work which will be conducted by Falco and will include the Quemont area. The objective is to collect and analyze geotechnical information in order to assess the risks inherent to the eventual dewatering phase of the Horne 5 project and then develop adequate mitigation measures that will protect the integrity of the Neighbor's operation.
In addition to being subject to the applicable legal framework, the development of the Horne 5 project is subject to a contractual framework whereby the obtaining of the required license to operate from its Neighbor is subordinated to the entering into a comprehensive financial guarantee arrangement with the Neighbor in order to provide adequate financial protection to this operation. Once this condition precedent will be achieved, Falco and its Neighbor will establish a work plan for the further development of the Horne 5 project, including operational parameters to be complied with by Falco in order to maintain the primacy of the Neighbor's operation, the whole, in accordance with the agreed upon contractual framework. Based on the foregoing, Falco will not be carrying any dewatering activities prior to finalizing a satisfactory comprehensive financial guarantee framework with its Neighbor and thereafter agreeing on a mutually satisfactory work plan for the conduct of such activities. A comprehensive financial guarantee framework has been submitted to its Neighbor, but needs to be finalized.
For more information, refer to Falco's press release dated August 19, 2019 entitled: "Falco provides Horne 5 project development update" and filed on www.sedar.com.
On February 11, 2020, Falco announced the acquisition of Golden Queen Mining Consolidated Ltd. ("Golden Queen"). Through this non-cash transaction, Falco is offering a 15% premium on the forecasted net cash balance of Golden Queen of $4.2 million at the closing of the transaction, in consideration for the issuance of 15,968,075 common shares of Falco to holders of Golden Queen shares.
For more information, refer to Falco's press release dated February 11, 2020 entitled: "Falco Resources Ltd. to acquire Gold Queen Mining Consolidated Ltd." and filed on www.sedar.com.
As at December 31, 2019, the Company holds 41,385,240 common shares representing a 19.9% interest in Falco (17.8% as at December 31, 2018). The Company concluded that it exercises significant influence over Falco and accounts for its investment using the equity method.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
Sustainability Activities
Osisko views sustainability as a key part of its strategy to create value for its shareholders and other stakeholders.
The Company focuses on the following key areas:
- Promoting the mining industry and its benefits to society;
- Maintaining strong relationships with the Federal government and the Provincial, Municipal and First Nations governments in Québec;
- Supporting the economic development of regions where Osisko operates (directly or indirectly through its interests);
- Supporting university education in mining fields and employee development;
- Promoting diversity throughout the organization and the mining industry; and
- Encouraging investee companies to adhere to the same areas of focus in sustainability.
As part of its investment analysis process, the Company evaluates the risk and performance of the investee companies in the sustainability areas on projects where Osisko has a direct or indirect interest.
Mining Exploration and Evaluation / Development Activities
As a result of the 2016 earn-in agreements with O3 Mining Inc. ("O3 Mining") (see below), the exploration and evaluation activities had been significantly reduced. During the year ended December 31, 2019, investments in mining assets and plant and equipment amounted to $6.3 million, mostly on the Cariboo gold project and the Bonanza Ledge Phase 2 project, and the Company received previously claimed tax credits of $0.3 million.
Cariboo gold project.
On November 21, 2019, Osisko acquired the Cariboo gold project located in the historical Cariboo Mining District of central British Columbia, Canada, through the acquisition of Barkerville (refer to the section Acquisition of Barkerville and Creation of North Spirit Discovery Group of this MD&A). Osisko plans to advance the Cariboo gold project through its North Spirit Discovery Group platform.
In September 2019, Barkerville filed an independent preliminary economic assessment ("PEA") prepared in accordance with National Instrument 43-101 for its 100% owned Cariboo gold project. The PEA provides a base case assessment of developing the project as an underground ramp-access mine with a gold pre-concentration plant in Wells and gold processing in its existing upgraded Quesnel River mill, for an after-tax internal rate of return of 28%. For more information, refer to Barkerville's NI 43-101 Technical Report dated September 17, 2019 and entitled "Preliminary Economic Assessment of the Cariboo Gold Project", filed on www.sedar.com under Barkerville's profile.
In July 2019, Barkerville filed a mineral resource estimate update for the Cariboo gold project, including the Cow, Island and Barkerville Mountain deposits. Measured and indicated mineral resources are estimated at 2.4 million ounces of gold (13.2 million tonnes grading 5.6 g/t Au), a 50% increase from the 2018 resource. Inferred mineral resources are estimated at 1.9 million ounces of gold (12.0 million tonnes grading 5.0 g/t Au). The mineral resource estimate incorporates the Cow and Valley Zones on Cow Mountain, Shaft and Mosquito Creek Zones on Island Mountain and BC Vein and Bonanza Ledge on Barkerville Mountain at a cut-off grade of 3.0 g/t Au. The resource is defined over 6 kilometres of Barkerville's 67-kilometer-long land package. Osisko plans a $10.0 million infill and exploration program in 2020 at Cariboo. For more information, refer to Barkerville's NI 43-101 Technical Report dated July 11, 2019 and entitled "NI 43-101 Technical Report and Mineral Resource Estimate Update for the Cariboo Gold Project, British Columbia, Canada, filed on www.sedar.com under Barkerville's profile.
Over the next two years, Osisko will carry on site activities on the Cariboo gold property, invest in exploration activities (approximately $12.0 million planned in 2020), reclaim certain historical sites and advance technical studies towards a feasilbity study.
Coulon zinc project
On December 31, 2019, the Company incurred an impairment charge of $50.0 million ($37.6 million, net of income taxes) on its Coulon zinc project in Canada for which the Company determined that further exploration and evaluation expenditures are no longer planned in the near term and that the carrying amount of the asset is unlikely to be recovered in full from a sale of the project at the current time. On December 31, 2019, the Coulon project was written down to its estimated recoverable amount of $10.0 million, which was determined by the fair value less cost of disposal using comparable transactions realized, based on a dollar value per thousand pounds of mineral reserve/resource of zinc equivalent.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
Properties under earn-in agreements (James Bay area)
In 2016, Osisko entered into earn-in agreements with Osisko Mining. On July 5, 2019, Osisko Mining completed a spinout transaction, which resulted in, among other things, Osisko Mining transferring certain assets to O3 Mining, including properties under earn-in agreements with Osisko.
Under the Kan earn-in agreement, Osisko Mining had the option to earn a 100% interest in the Kan property (comprised of the Kan and Fosse Au properties) upon completing expenditures totaling $6.0 million over a 7-year period. The Company received notice from Osisko Mining in the first quarter of 2019 that the threshold had been reached. Therefore, a 100% interest in the Kan property was transferred to Osisko Mining (now held by O3 Mining) and Osisko holds an escalating NSR royalty ranging from 1.5% to 3.5% on precious metals and a 2.0% NSR royalty on other metals and minerals produced from the Kan property.
Under other earn-in agreements, O3 Mining may earn a 100% interest in most of Osisko's exploration properties located in the James Bay area and Labrador Trough (excluding the Coulon copper-zinc project) upon completing expenditures of $26.0 million over the initial 7-year period; O3 Mining may earn a first 50% interest upon completing expenditures totaling $15.6 million over the initial 4-year period. Osisko will retain an escalating NSR royalty ranging from 1.5% to 3.5% on precious metals and a 2.0% NSR royalty on other metals and minerals produced from the 26 properties. During the year ended December 31, 2019, Osisko Mining and O3 Mining invested approximately $2.0 million on these properties for a total to date of $6.6 million (excluding the Kan property).
New properties acquired by O3 Mining in a designated area during the remaining of the 7-year term will be subject to a royalty agreement in favour of Osisko with similar terms.
As at December 31, 2019, the net book value of the properties under the earn-in agreements amounted to $31.7 million.
Quarterly Dividends
The Board of Directors has approved the initiation of the Company's quarterly dividend program on November 17, 2014.
The following table provides details on the dividends declared and paid or payable:
| Declaration date | Dividend<br>per share | Record date^(i)^ | Payment date^(i)^ | Dividends paid or payable |
|---|---|---|---|---|
| $ | ||||
| Year 2014 | 0.03 | n/a | n/a | 1,551,000 |
| Year 2015 | 0.13 | n/a | n/a | 12,229,000 |
| Year 2016 | 0.16 | n/a | n/a | 17,037,000 |
| Year 2017 | 0.18 | n/a | n/a | 24,275,000 |
| Year 2018 | 0.20 | n/a | n/a | 31,213,000 |
| February 20, 2019 | 0.05 | March 29, 2019 | April 15, 2019 | 7,757,000 |
| May 1, 2019 | 0.05 | June 28, 2019 | July 15, 2019 | 7,145,000 |
| July 31, 2019 | 0.05 | September 30, 2019 | October 15, 2019 | 7,200,000 |
| November 6, 2019 | 0.05 | December 31, 2019 | January 15, 2020 | 7,874,000 |
| Year 2019 | 0.20 | 29,976,000 | ||
| February 19, 2020 | 0.05 | March 31, 2020 | April 15, 2020 | tbd^(ii)^ |
All values are in US Dollars.
(i) Not applicable ("n/a") for annual summaries.
(ii) To be determined ("tbd") on March 31, 2020 based on the number of shares outstanding and the number of shares participating in the dividend reinvestment plan on the record date.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
Dividend Reinvestment Plan
The Company has a dividend reinvestment plan ("DRIP") that allows Canadian and U.S. shareholders to reinvest their cash dividends into additional common shares either purchased on the open market through the facilities of the TSX or the NYSE, or issued directly from treasury by the Company, or acquired by a combination thereof. In the case of a treasury issuance, the price will be the weighted average price of the common shares on the TSX or the NYSE during the five trading days immediately preceding the dividend payment date, less a discount, if any, of up to 5%, at the Company's sole election.
As at December 31, 2019, the holders of 6,666,723 common shares had elected to participate in the DRIP, representing dividends payable of $0.3 million. During the year ended December 31, 2019, the Company issued 198,609 common shares under the DRIP, at a discount rate of 3% (310,492 common shares in 2018 at a discount rate of 3%). On January 15, 2020, 28,351 common shares were issued under the DRIP at a discount rate of 3%.
Normal Course Issuer Bid
In December 2018, Osisko renewed its normal course issuer bid ("NCIB") program. Under the terms of the 2018 NCIB program, Osisko could acquire up to 10,459,829 of its common shares from time to time in accordance with the normal course issuer bid procedures of the TSX. Repurchases under the 2018 NCIB program were authorized until December 11, 2019. Daily purchases were limited to 71,940 common shares, other than block purchase exemptions, representing 25% of the average daily trading volume of the common shares on the TSX for the six-month period ending November 30, 2018, being 287,760 common shares.
In December 2019, Osisko renewed its normal course issuer bid ("NCIB") program. Under the terms of the 2019 NCIB program, Osisko may acquire up to 13,681,732 of its common shares from time to time in accordance with the normal course issuer bid procedures of the TSX. Repurchases under the 2019 NCIB program are authorized until December 11, 2020. Daily purchases will be limited to 126,674 common shares, other than block purchase exemptions, representing 25% of the average daily trading volume of the common shares on the TSX for the six-month period ending November 30, 2019, being 506,698 common shares.
During the year ended December 31, 2019, the Company purchased for cancellation a total of 983,900 common shares under the 2018 NCIB program for $11.8 million (average acquisition price per share of $12.02).
During the year ended December 31, 2018, the Company purchased for cancellation a total of 1,860,299 common shares under the 2017 NCIB Program for $23.1 million and a total of 849,480 common shares under the 2018 NCIB Program for $9.8 million (for a total of 2,709,779 common shares acquired for $32.9 million, for an average acquisition price per share of $12.16), of which an amount of $1.7 million was included in accounts payable and accrued liabilities on the consolidated balance sheet at December 31, 2018 (paid in January 2019).
Gold Market and Currency
Gold Market
Gold prices gained 18% in 2019, the biggest annual increase since 2010. Prices have posted a major increase closing 2019 at US$1515 per ounce compared to the last pm fix of the previous year of US$1279 per ounce. The average price for the year was nearly US$125 per ounce higher at US$1,393 per ounce compared to US$1,268 per ounce in 2018. Gold had started the year on a steady note but a strong rally was initiated during the second quarter of 2019 from a low of U$$1266 per ounce in early May to a high of US$1565 per ounce in September, hitting a six-year high. Gold started 2020 on a bullish note and broke the US$1600 per ounce for the first time in seven years after a surge in tensions in the Middle East, driven by the U.S.-Iran confrontation, before retreating slightly. Gold was up in 2019 mainly driven by a tariff war between the United States and China, which triggered monetary policy easing by major central banks. Deteriorating global economic outlook, ongoing uncertainties with political tensions and trade wars boosted sentiment towards gold.
During the fourth quarter of 2019, the gold price gained 2.0% in U.S. dollars, or US$30 per ounce on the London pm fix, to close at US$1,515 per ounce. The average price amounted to US$1,481 per ounce, up from the previous quarter average price of US$1,472 and US$255 higher on a year-over-year basis.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
The historical price is as follows:
| (US/ounce of gold) | High | Low | Average | Close | ||||
|---|---|---|---|---|---|---|---|---|
| 2019 | $ | 1,545 | $ | 1,270 | $ | 1,393 | $ | 1,515 |
| 2018 | 1,355 | 1,178 | 1,268 | 1,279 | ||||
| 2017 | 1,346 | 1,151 | 1,257 | 1,291 | ||||
| 2016 | 1,366 | 1,077 | 1,251 | 1,146 | ||||
| 2015 | 1,296 | 1,049 | 1,160 | 1,060 |
All values are in US Dollars.
In Canadian dollar terms, the average price per ounce of gold averaged $1,955 in the fourth quarter of 2019, compared to $1,944 in the third quarter, $1,752 in the second quarter and $1,733 in the first quarter. The gold price closed 2019 at $1,967 per ounce, unchanged from September 30, 2019.
Currency
After ending 2018 on a weaker tone, the Canadian dollar rebounded in January 2019 following a recovery in oil prices and other commodities. The Canadian dollar lost its momentum later in February and March as domestic demand has been weaker than expected. From March to May, the dollar was locked in a narrow range of 1.3250-1.3530, but in June, the Canadian dollar saw its biggest gain against the U.S. dollar with an appreciation of 4%. The Canadian dollar remained relatively stable during the third and fourth quarters of 2019, but established strong gains by late December.
The Canadian dollar was the best performing major currency in 2019 gaining 5% against the U.S. dollar. Foreign-exchange volatility dropped to record lows and the Canadian dollar was locked in a narrow range of 1.3000 to 1.3600. The Canadian dollar traded between a range of 1.2988 and 1.3330 in the fourth quarter of 2019 to close at 1.2988 on December 31, 2019. The Canadian dollar averaged 1.3200 in the fourth quarter of 2019 compared to 1.3204 in the fourth quarter of 2018.
As expected, the Bank of Canada kept the overnight rate unchanged to a target of 1.75% at its October and December meetings.
The exchange rate for the U.S./Canadian dollar is outlined below:
| High | Low | Average | Close | |
|---|---|---|---|---|
| 2019 | 1.3600 | 1.2988 | 1.3269 | 1.2988 |
| 2018 | 1.3642 | 1.2288 | 1.2957 | 1.3642 |
| 2017 | 1.3743 | 1.2128 | 1.2986 | 1.2545 |
| 2016 | 1.4589 | 1.2544 | 1.3248 | 1.3427 |
| 2015 | 1.3990 | 1.1728 | 1.2787 | 1.3840 |
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis | |||
| --- | --- | |||
| 2019 – Annual Report |
Selected Financial Information
(in thousands of dollars, except figures for ounces and amounts per ounce and per share)^(1)^
| 2019 | 2018 | 2017 | ||||
|---|---|---|---|---|---|---|
| **** | ||||||
| Revenues | 392,599 | 490,472 | 213,216 | |||
| Cash margin^(2)^ | 129,718 | 119,167 | 87,571 | |||
| Gross profit | 82,709 | 66,555 | 59,506 | |||
| Impairment of assets | (260,800 | ) | (166,316 | ) | (89,000 | ) |
| Operating loss | (183,226 | ) | (113,531 | ) | (70,435 | ) |
| Net loss | (234,195 | ) | (105,587 | ) | (42,501 | ) |
| Basic and diluted net loss per share^(3)^ | (1.55 | ) | (0.67 | ) | (0.33 | ) |
| Total assets | 1,947,253 | 2,234,646 | 2,516,343 | |||
| Total long-term debt | 349,042 | 352,769 | 464,308 | |||
| Average selling price of gold (per ounce sold) | ||||||
| In C$^(^^4^^)^ | 1,817 | 1,649 | 1,627 | |||
| In US$ | 1,371 | 1,273 | 1,277 | |||
| Operating cash flows | 91,598 | 82,158 | 48,761 | |||
| Dividend per common share | 0.20 | 0.20 | 0.18 | |||
| Weighted average shares outstanding (in thousands) | ||||||
| Basic and diluted^(^^4^^)^ | 151,266 | 156,617 | 127,939 | |||
| **** |
All values are in US Dollars.
(1) Unless otherwise noted, financial information is in Canadian dollars and prepared in accordance with IFRS.
(2) Cash margin is a non-IFRS financial performance measure which has no standard definition under IFRS. It is calculated by deducting the cost of sales from the revenues. Please refer to the Overview of Financial Results section of this MD&A for a reconciliation of the cash margin per interest.
(3) As a result of the net loss, all potentially dilutive common shares are deemed to be antidilutive and thus diluted net loss per share is equal to the basic net loss per share.
(4) Using actual exchange rates at the date of the transactions.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
Overview of Financial Results
Financial Summary -2019
- Record revenues from royalties and streams of $140.1 million ($392.6 million including offtakes) compared to $127.6 million ($490.5 million including offtakes) in 2018;
- Record gross profit of $82.7 million compared to $66.6 million in 2018;
- Impairment charge on royalty, stream and other interests of $193.6 million ($163.4 million, net of income taxes), mainly on the Renard stream, Amulsar stream and offtake and the Éléonore royalty, compared to $166.3 million ($123.7 million, net of income taxes) in 2018;
- Impairment charge of $50.0 million ($37.6 million, net of income taxes) on the Coulon zinc project;
- Operating loss of $183.2 million compared to $113.5 million in 2018;
- Impairment charge of $12.5 million ($10.8 million net of income taxes) on the net investment in Falco;
- Net loss of $234.2 million or $1.55 per basic and diluted share, compared to $105.6 million or $0.67 per basic and diluted share in 2018;
- Adjusted earnings^1^ of $41.9 million or $0.28 per basic share^1^ compared to $31.4 million or $0.20 per basic share in 2018; and
- Record cash flows provided by operating activities of $91.6 million compared to $82.2 million in 2018.
Revenues from royalties and streams increased by $12.5 million in 2019 compared to 2018 as a result of higher gold and silver prices. Total revenues, including offtakes, decreased, mainly as a result of the sale of the Brucejack gold offtake on September 15, 2019 and the conversion of the Matilda gold offtake to a stream on April 1, 2018. Under the offtake agreements, the metal is acquired from the producers at the lowest market price over a certain period of time (quotational period), and is subsequently sold by OBL, resulting in a net profit that will usually vary between 0% and 5% of the sales proceeds. The profit margin is highly impacted by the volatility of commodity prices during the quotational period.
Gross profit amounted to $82.7 million in 2019 compared to $66.6 million in 2018. The increase is mainly due to the increase in the gold and silver prices in 2019, which increased the cash margins. Depletion expense decreased by $5.6 million mainly as a result of the mix of sales in 2019 compared to 2018 as well as the impairment on the royalty, stream and offtake interests that decreased the carrying value of the assets to be depleted.
In 2019, the Company incurred an operating loss as a result of impairment charges on royalty, stream and other interests of $193.6 million, including impairment charges of $86.1 million on the Renard diamond stream interest, an impairment charge of $79.8 million on the Amulsar stream and offtake interests, an impairment charge of $27.2 million on the Éléonore royalty and an impairment charge of $50.0 million on the Coulon zinc project. Excluding the impairment charges, operating income would have been 60.4 million compared to $52.8 million in 2018. The increase in operating income in 2019 of $7.6 million (excluding the impairment charges) is mainly the result of a higher gold price, which generated a higher gross margin. The increase in G&A expenses and business development expenses is mainly due to a higher share-based compensation expense, mainly related to the restricted and deferred share units, higher amortization from the right-of-use assets, lower costs recovery from associates and severance payments.
In 2019, the Company incurred a net loss of $234.2 million compared to 105.6 million in 2018. The variance is mainly due to the operating loss in 2019 and the impairment charge of $10.8 million (net of income taxes) on the net investment in Falco. Excluding the impact of the impairment charges (net of income taxes), the net loss in 2019 would have been $17.7 million.
Adjusted earnings were $41.9 million in 2019 compared to $31.4 million in 2018. The increase was mainly the result of a higher gross profit, partially offset by higher G&A expenses and business development expenses.
Net cash flows provided by operating activities in 2019 was higher at $91.6 million compared to $82.2 million in 2018, mainly as a result of higher cash margins in 2019 and higher payments of $2.5 million for settlement of restricted and deferred shares units in 2018.
______________________ ^1^ “Adjusted earnings” and “Adjusted earnings per basic share” are non-IFRS financial performance measures which have no standard definition under IFRS. Refer to the non-IFRS measures provided under the Non-IFRS Financial Performance Measures section of this Management and Discussion Analysis.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
Consolidated Statements of Loss
The following table presents summarized consolidated statements of loss for the year ended December 31, 2019 and 2018 (in thousands of dollars, except amounts per share):
| **** | **** | 2019 | 2018 | |||
|---|---|---|---|---|---|---|
| **** | **** | |||||
| **** | **** | **** | **** | |||
| Revenues | (a) | **** | 392,599 | 490,472 | ||
| **** | **** | |||||
| Cost of sales | (b) | **** | (262,881 | ) | (371,305 | ) |
| Depletion of royalty, stream and other interests | (c) | **** | (47,009 | ) | (52,612 | ) |
| **** | **** | |||||
| Gross profit | (d) | **** | 82,709 | 66,555 | ||
| **** | **** | |||||
| Other operating expenses | **** | |||||
| General and administrative | (e) | (23,683 | ) | (18,156 | ) | |
| Business development | (f) | (6,122 | ) | (4,525 | ) | |
| Exploration and evaluation | (191 | ) | (183 | ) | ||
| Gain on disposal of stream and offtake interests | (g) | 7,636 | 9,094 | |||
| Impairment of assets | (h) | (243,576 | ) | (166,316 | ) | |
| **** | ||||||
| Operating loss | **** | **** | (183,226 | ) | (113,531 | ) |
| **** | ||||||
| Other expenses, net | (i) | (91,369 | ) | (27,204 | ) | |
| **** | ||||||
| Loss before income taxes | **** | **** | (274,595 | ) | (140,735 | ) |
| **** | ||||||
| Income tax recovery | (j) | 40,400 | 35,148 | |||
| **** | **** | **** | ||||
| Net loss | **** | (234,195 | ) | (105,587 | ) | |
| **** | **** | **** | ||||
| Net loss per share | **** | |||||
| Basic and diluted | **** | (1.55 | ) | (0.67 | ) |
All values are in US Dollars.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
(a) Revenues are comprised of the following:
| **** | Years ended December 31, | |||||
|---|---|---|---|---|---|---|
| **** | 2019 | 2018 | ||||
| Average selling price<br>per ounce / carat ($) | Ounces / carats sold | Total revenues<br>($000's) | Average selling price per ounce /<br>carat ($) | Ounces /<br>Carats sold | Total revenues<br>($000's) | |
| Gold sold | 1,817 | 174,185 | 316,549 | 1,649 | 260,286 | 429,243 |
| Silver sold | 22 | 2,228,306 | 48,124 | 20 | 1,729,433 | 35,307 |
| Diamonds sold^(i)^ | 100 | 179,571 | 17,967 | 120 | 115,516 | 13,907 |
| Other (paid in cash) | - | - | 9,959 | - | - | 12,015 |
| 392,599 | 490,472 |
(i) The diamonds were sold by an agent for Osisko for a blended selling price of $100 (US$75) per carat in 2019 ($120 (US$93) in 2018). The average selling price includes 29,991 incidental carats sold outside of the run of mine sales at an average price of $18 (US$13) per carat in 2019 (15,775 incidental carats at an average price of $21 (US$16) per carat in 2018). Excluding the incidental carats, 149,580 carats were sold at an average price of $116 (US$88) per carat in 2019 (99,741 carats at an average price of $136 (US$105) per carat in 2018).
The decrease in gold ounces sold in 2019 is mainly the result of the sale of the Brucejack offtake on September 15, 2019 and the conversion of the Matilda offtake into a stream on April 1, 2018. The increase in silver ounces sold in 2019 is mainly the result of higher silver ounces acquired under the offtake agreements. The increase in diamonds sold in 2019 is mainly the result of a higher number of diamonds acquired and sold under the Renard stream.
(b) Cost of sales represents mainly the acquisition price of the metals and diamonds under the offtake and stream agreements, as well as minimal refining, insurance and transportation costs related to the metals received under royalty agreements. The decrease in 2019 is mainly the result of sale of the Brucejack offtake on September 15, 2019 and the conversion of the Matilda offtake into a stream on April 1, 2018.
(c) The royalty, stream and other interests are depleted using the units-of-production method over the estimated life of the properties or the life of the agreement. The decrease is due to the mix of sales in 2019 compared to 2018 as well as the impairment on the royalty, stream and offtake interests that decreased the carrying value of the assets to be depleted.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
(d) The breakdown of gross profit per nature of interest is as follows (in $000's):
| Years endedDecember 31, | ||||
|---|---|---|---|---|
| 2019 | 2018 | |||
| **** | **** | |||
| Royalty interests | **** | **** | ||
| Revenues | 97,146 | 92,110 | ||
| Cost of sales | (272 | ) | (245 | ) |
| Cash margin | 96,874 | 91,865 | ||
| Depletion | (20,908 | ) | (26,972 | ) |
| Gross profit | 75,966 | 64,893 | ||
| **** | **** | |||
| Stream interests | **** | **** | ||
| Revenues | 42,976 | 35,457 | ||
| Cost of sales | (13,437 | ) | (13,181 | ) |
| Cash margin | 29,539 | 22,276 | ||
| Depletion | (23,533 | ) | (21,218 | ) |
| Gross profit | 6,006 | 1,058 | ||
| **** | **** | |||
| Royalty and stream interests<br>Cash margin | 126,413 | 114,141 | ||
| **** | 90.2% | 89.5% | ||
| **** | **** | |||
| Offtake interests | **** | **** | ||
| Revenues | 252,477 | 362,905 | ||
| Cost of sales | (249,172 | ) | (357,879 | ) |
| Cash margin | 3,305 | 5,026 | ||
| **** | 1.3% | 1.4% | ||
| Depletion | (2,568 | ) | (4,422 | ) |
| Gross profit | 737 | 604 | ||
| **** | **** | |||
| Total - Gross profit | 82,709 | 66,555 |
All values are in US Dollars.
(e) G&A increased to $23.7 million in 2019 compared to $18.2 million in 2018. The increase in G&A expenses is mainly due to a higher share-based compensation expense, mainly related to the restricted and deferred share units, higher amortization from the right-of-use assets, lower costs recovery from associates and severance payments.
(f) Business development expenses increased to $6.1 million in 2019 compared to $4.5 million in 2018. The increase is mainly due to higher share-based compensation expense related to the restricted share units and lower cost recoveries from associates.
(g) In 2019, the Company sold back its Brucejack offtake to the operator of the mine for US$41.3 million ($54.8 million) and generated a gain on the sale of US$5.8 million ($7.6 million). In 2018, the Company received the proceeds of US$118.5 million ($159.4 million) from the operator in regards to its election to exercise its option to fully repurchase the Brucejack gold and silver stream, which resulted in a gain on disposal of a stream interest of US$6.8 million ($9.1 million).
(h) In 2019, the Company recorded impairment charges of $86.1 million ($63.2 million, net of income taxes) on its Renard diamond stream, US$61.2 million ($79.8 million) on its Amulsar stream and offtake interests, $27.2 million ($20.0 million, net of income taxes) on its Éléonore royalty and $50.0 million ($37.6 million, net of income taxes) on its Coulon zinc project. The impairment charges are explained in the Impairment of assets section of this MD&A.
In 2018, the Company recorded impairment charges of $166.3 million ($123.7 million, net of income taxes), including $158.2 million ($117.5 million, net of income taxes) on royalty, stream and other interests, $0.8 million to write-off an amount receivable from the operator of an impaired asset and $7.3 million ($5.4 million, net of income taxes) on exploration and evaluation assets.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
(i) Other expenses, net, of $91.4 million in 2019 include finance costs of $23.5 million, a share of loss of associates of $22.2 million and losses on investments of $48.4 million (mainly from a net loss on disposal of investments (related to the Barkerville shares held prior to the acquisition)) and an impairment charge of $12.5 million ($10.8 million, net of income taxes) on its net investment in Falco), partially offset by interest and dividend income of $4.6 million.
Other expenses, net, of $27.2 million in 2018 include finance costs of $26.0 million and a share of loss of associates of $9.0 million, partially offset by interest income of $4.4 million and a net gain on investments of $2.6 million.
(j) The effective income tax rate for 2019 is 14.7% compared to 25.0% in 2018. The statutory rate is 26.6% in 2019 and 26.7% in 2018. The elements that impacted the effective income taxes are the non-taxable (or deductible) part of capital gains (or losses) (50%) and non-deductible expenses. Cash taxes of $0.8 million were paid in 2019 and 2018 million and were related to taxes on royalties earned in foreign jurisdictions.
Liquidity and Capital Resources
As at December 31, 2019, the Company's cash position amounted to $108.2 million compared to $174.3 million as at December 31, 2018. Significant variations in the liquidity and capital resources in 2019 are explained below under the Cash Flows section.
In September 2019, the Company amended its revolving credit facility (the "Facility") increasing the amount from $350.0 million to $400.0 million, with an additional uncommitted accordion of up to $100.0 million (for a total availability of up to $500.0 million), and extended its maturity date by one year to November 14, 2023. The uncommitted accordion is subject to standard due diligence procedures and acceptance of the lenders. The Facility is to be used for general corporate purposes and investments in the mineral industry, including the acquisition of royalty, stream and other interests. The Facility is secured by the Company's assets, present and future (including the royalty, stream and other interests).
Cash Flows
The following table summarizes the cash flows (in thousands of dollars):
| Years endedDecember 31, | ||||
|---|---|---|---|---|
| 2019 | 2018 | |||
| Cash flows | **** | **** | ||
| Operations | 96,378 | 84,777 | ||
| Working capital items | (4,780 | ) | (2,619 | ) |
| Operating activities | 91,598 | 82,158 | ||
| Investing activities | 7,562 | (65,635 | ) | |
| Financing activities | (161,910 | ) | (183,146 | ) |
| Effects of exchange rate changes on cash and cash equivalents | (3,292 | ) | 7,183 | |
| Decrease in cash | (66,042 | ) | (159,440 | ) |
| Cash - beginning of period | 174,265 | 333,705 | ||
| Cash - end of period | 108,223 | 174,265 |
All values are in US Dollars.
Operating Activities
Cash flows provided by operating activities in 2019 amounted to $91.6 million compared to $82.2 million in 2018. The increase is mainly the result of higher cash margins (revenues less cost of sales) in 2019 resulting from higher gold and silver prices.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
Investing Activities
Cash flows provided by investing activities amounted to $7.6 million in 2019 compared to cash used in investing activities of $65.6 million in 2018.
In 2019, Osisko invested $62.8 million to acquire investments, including $15.0 million in Victoria, $7.8 million in Osisko Metals, $7.7 million in Osisko Mining and $7.5 million in Barkerville. The Company also invested $77.8 million in acquisitions of royalty and stream interests, including US$25.0 million ($33.4 million) to improve its Mantos Blancos silver stream, the last payments totalling $19.6 million on the Dublin Gulch property NSR royalty (hosting the Eagle Gold project which started production in the third quarter of 2019) and a net payment of $5.0 million on the Falco Silver Stream. The Company also disbursed $39.6 million in short-term investments, including a $15.9 million loan to Falco. Proceeds on disposal of investments generated $130.1 million (mainly for the disposal of the investments in Dalradian and Victoria) (refer to section Orion Transaction for more details) and proceeds from disposal of royalty and offtake interests generated $57.0 million, mainly from the sale of the Brucejack offtake. Cash acquired through the acquisition of Barkerville amounted to $8.3 million and investments in mining interests, plant and equipment and exploration and evaluation assets were $6.2 million, net of tax credits received.
In 2018, Osisko invested $104.7 million in marketable securities and notes receivable, including $50.0 million for additional shares of Victoria, $18.0 million for additional shares of Osisko Mining, $7.0 million for additional shares of Barkerville and an additional $7.0 million for a convertible debenture with Falco (which was converted in shares in November 2018), $141.1 million in royalty and stream interests, including $78.6 million to acquire a 5% NSR royalty on the Dublin Gulch property (Victoria), $21.6 million to amend the Renard stream with Stornoway, $20.0 million to increase the NSR royalty on the Cariboo gold property held by Barkerville, and $10.0 million in short-term investments for a secured senior note with Falco. Proceeds from the repurchase by Pretium of the Brucejack gold and silver stream generated $159.4 million (US$118.5 million). Proceeds on the sale of investments generated $27.0 million, mainly from the disposal of the AuRico Metals Inc. shares to Centerra Gold Inc. for a $1.80 cash consideration per share for proceeds of $25.5 million. Exploration and evaluation activities generated $3.9 million as the Company received payments of previously claimed governmental tax credits.
Financing Activities
In 2019, cash flows used in financing activities amounted to $161.9 million compared to $183.1 million in 2018.
In 2019, Osisko repaid its revolving credit facility by a net amount of $10.2 million, paid $129.5 million to acquire and cancel common shares held by Orion (refer to section Orion Transaction for more details), $13.5 million under the NCIB program and $27.5 million in dividends to its shareholders. The exercise of share options and shares issued under the share purchase plan generated $21.8 million.
In 2018, the Company repaid $123.5 million on its revolving credit facility, paid $27.8 million in dividends to its shareholders and acquired common shares under the 2017 and 2018 NCIB Programs for $31.2 million to acquire for cancellation 2,709,779 common shares at an average costs of $12.16.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
Quarterly Information
The selected quarterly financial information^(1)^ for the past eight financial quarters is outlined below:
(in thousands of dollars, except for amounts per share)
| **** 2019 | **** | 2018 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Q4 | Q3 | Q2 | Q1 | **** | Q4 | Q3 | Q2 | Q1 | ||||||
| GEOs | 20,479 | 18,123 | 19,651 | 19,753 | 20,005 | 20,006 | 20,506 | 20,036 | ||||||
| Cash and cash equivalents | 108,223 | 123,702 | 83,589 | 108,497 | 174,265 | 137,188 | 188,631 | 332,617 | ||||||
| Short-term investments | 20,704 | 25,844 | 16,165 | 13,119 | 10,000 | 10,000 | 1,000 | 500 | ||||||
| Working capital | 112,494 | 150,845 | 89,668 | 107,328 | 174,596 | 281,858 | 180,605 | 325,206 | ||||||
| Total assets | 1,947,253 | 1,948,355 | 2,042,960 | 2,160,816 | 2,234,646 | 2,441,668 | 2,458,641 | 2,502,233 | ||||||
| Total long-term debt | 349,042 | 347,638 | 326,050 | 324,355 | 352,769 | 419,680 | 419,228 | 467,483 | ||||||
| Equity | 1,493,446 | 1,506,287 | 1,534,872 | 1,727,396 | 1,771,595 | 1,868,196 | 1,884,101 | 1,878,405 | ||||||
| Revenues | 51,032 | 109,235 | 131,606 | 100,726 | 115,337 | 111,702 | 137,819 | 125,614 | ||||||
| Net cash flows from operating<br> activities | 17,204 | 28,294 | 21,350 | 24,750 | 18,559 | 20,636 | 19,660 | 23,303 | ||||||
| Impairment of assets,<br> net of income taxes | (148,600 | ) | (58,952 | ) | - | (28,600 | ) | (123,655 | ) | - | - | - | ||
| Net earnings (loss) | (155,175 | ) | (45,924 | ) | (6,547 | ) | (26,549 | ) | (113,882 | ) | 5,474 | 511 | 2,310 | |
| Basic and diluted net earnings <br> (loss) per share | (1.04 | ) | (0.32 | ) | (0.04 | ) | (0.17 | ) | (0.73 | ) | 0.04 | - | 0.01 | |
| Weighted average shares outstanding (000's) | ||||||||||||||
| - Basic | 149,912 | 144,446 | 154,988 | 155,059 | 156,336 | 156,252 | 156,232 | 157,665 | ||||||
| - Diluted | 149,912 | 144,446 | 154,988 | 155,059 | 156,336 | 156,263 | 156,257 | 157,695 | ||||||
| Share price - TSX - closing | 12.62 | 12.31 | 13.65 | 15.01 | 11.97 | 9.80 | 12.45 | 12.44 | ||||||
| Share price - NYSE - closing | 9.71 | 9.30 | 10.44 | 11.24 | 8.78 | 7.59 | 9.47 | 9.67 | ||||||
| Warrant price - TSX - closing | ||||||||||||||
| OR.WT | 0.25 | 0.445 | 0.51 | 0.80 | 0.37 | 0.70 | 1.06 | 1.50 | ||||||
| OR.WT.A^(2)^ | n/a | n/a | n/a | n/a | 0.01 | 0.10 | 0.39 | 0.61 | ||||||
| Debenture price - TSX - closing(3) | ||||||||||||||
| OR.DB | 101.08 | 101.75 | 102.90 | 103.00 | 98.99 | 99.00 | 100.25 | 100.00 | ||||||
| Price of gold (average US$) | 1,481 | 1,485 | 1,309 | 1,304 | 1,226 | 1,213 | 1,306 | 1,329 | ||||||
| Closing exchange rate(4) (US/Can) | ||||||||||||||
| 1.2988 | 1.3243 | 1.3087 | 1.3363 | 1.3642 | 1.2945 | 1.3168 | 1.2894 |
All values are in US Dollars.
(1) Unless otherwise noted, financial information in Canadian dollars and prepared in accordance with IFRS.
(2) The warrants expired unexercised on February 26, 2019.
(3) Osisko 4% convertible debentures began trading on November 3, 2017 by tranche of nominal value of $100.00.
(4) Bank of Canada Daily Rate.
During the fourth quarter of 2019, the Company acquired Barkerville for $241.7 million, paid in shares. The Company also incurred impairment charges on assets of $148.6 million ($129.0 million, net of income taxes)
During the third quarter of 2019, the Company repurchased 5,066,218 of its common shares from Orion for $71.4 million, paid in cash (from the sale of all common shares held by Osisko in Victoria). The Company sold its Brucejack offtake for US$41.3 million, of which US$31.2 million ($41.3 million) were received on September 30, 2019. The Company also incurred impairment charges of $48.1 million (net of income taxes) on its royalty, stream and other interests and an impairment charge of $10.8 million (net of income taxes) on a net investment in an associate.
During the second quarter of 2019, the Company repurchased 7,319,499 of its common shares from Orion for $103.2 million, paid in cash (from the sale of all of the common shares held by Osisko in Dalradian) and in the form of the transfer of investments in associates and other investments.
During the first quarter of 2019, the Company recorded an impairment charge of $38.9 million ($28.6 million, net of income taxes) on the Renard diamond stream and fully reimbursed the outstanding amount of $30.0 million under its revolving credit facility.
During the fourth quarter of 2018, Osisko received the payment of US$118.5 million ($159.4 million) from Pretium in regards to its election to exercise its option to fully repurchase by December 31, 2018 OBL's interest in the Brucejack gold and silver stream. The Company recorded impairment charges of $166.3 million ($123.7 million, net of income taxes) including $148.5 million on the Éléonore NSR royalty ($109.1 million, net of income taxes) and reimbursed $71.7 million on its credit facility.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
During the second quarter of 2018, Osisko acquired from Victoria a 5% NSR royalty for $98.0 million on the Dublin Gulch property, of which a first $48.0 million was paid in the second quarter and $14.7 million in the third quarter, and acquired common shares of Victoria for $50.0 million.
Fourth Quarter Results
- Revenues from royalties and streams of $38.9 million ($51.0 million including offtakes) compared to $30.7 million ($115.3 million including offtakes) in the fourth quarter of 2018;
- Gross profit of $23.9 million compared to $15.8 million in the fourth quarter of 2018;
- Impairment charge on royalty, stream and other interests of $93.9 million ($86.7 million, net of income taxes), including US$51.3 million ($66.7 million) on the Amulsar stream and offtake interests and $27.2 million ($20.0 million) on the Éléonore royalty, compared to impairment charges of $166.3 million ($123.7 million, net of income taxes) in the fourth quarter of 2018;
- Impairment charge of $50.0 million ($37.6 million, net of income taxes) on the Coulon zinc project;
- Operating loss of $129.9 million compared to $147.2 million in the fourth quarter of 2018;
- Net loss of $155.2 million or $1.04 per basic and diluted share, compared to $113.9 million or $0.73 per basic and diluted share in the fourth quarter of 2018;
- Adjusted earnings^1^ of $10.3 million or $0.07 per basic share^1^ compared to $13.0 million or $0.08 in the fourth quarter of 2018; and
- Cash flows provided by operating activities of $17.2 million compared to $18.6 million in the fourth quarter of 2018.
Revenues from royalties and streams increased by $8.2 million in the fourth quarter of 2019 compared to the fourth quarter of 2018 as a result of higher gold and silver prices. Total revenues, including offtakes, decreased, mainly as a result of the sale of the Brucejack gold offtake on September 15, 2019.
Gross profit amounted to $23.9 million in the fourth quarter of 2019 compared to $15.8 million in the corresponding period of 2018. The increase is mainly due to the increase in the gold and silver prices in 2019, which increased the cash margins. Depletion expense decreased by $1.1 million mainly as a result of the impairment on the royalty, stream and offtake interests that decreased the carrying value of the assets to be depleted.
In the fourth quarter of 2019, the Company incurred an operating loss as a result of impairment charges on royalty, stream and other interests of $93.9 million, including impairment charges of US$51.3 million ($66.7 million) on the Amulsar stream and offtake interests, $27.2 million on the Éléonore royalty and an impairment charge of $50.0 million on the Coulon zinc project. Excluding the impairment charges, operating income would have been $14.0 million compared to $19.1 million in the fourth quarter of 2018. The decrease in operating income in 2019 of $5.1 million (excluding the impairment charges) is mainly the result of higher G&A expenses and business development expenses. The increase in G&A expenses and business development expenses is mainly due to lower costs recovery from associates and severance payments.
During the fourth quarter of 2019, the Company incurred a net loss of $155.2 million compared to $113.9 million in the corresponding period of 2018. The variance is mainly due to the higher operating loss in 2019 as well as a higher share of loss of associates and a net loss on disposal of investments (related to the Barkerville shares held prior to the acquisition). Excluding the impact of the impairment charges (net of income taxes), the net loss in 2019 would have been $26.2 million.
Adjusted earnings were $10.3 million in the fourth quarter of 2019 compared to $13.0 million in the fourth quarter of 2018. The decrease was mainly the result of a gain on disposal of a stream interest in 2018, higher G&A and business development expenses, partially offset by higher gross profit.
Net cash flows provided by operating activities in 2019 was $17.2 million compared to $18.6 million in 2018.
___________________________ ^1^ “Adjusted earnings” and “Adjusted earnings per basic share” are non-IFRS financial performance measures which have no standard definition under IFRS. Refer to the non-IFRS measures provided under the Non-IFRS Financial Performance Measures section of this Management and Discussion Analysis.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
Consolidated Statements of Loss
The following table presents summarized consolidated statements of income (loss) for the fourth quarters of 2019 and 2018 (in thousands of dollars, except amounts per share):
| **** | **** | Three months endedDecember 31, | ||||
|---|---|---|---|---|---|---|
| **** | **** | 2019 | 2018 | |||
| **** | **** | |||||
| **** | **** | **** | **** | |||
| Revenues | (a) | **** | 51,032 | 115,337 | ||
| **** | **** | |||||
| Cost of sales | (b) | **** | (15,265 | ) | (86,600 | ) |
| Depletion of royalty, stream and other interests | (c) | **** | (11,843 | ) | (12,975 | ) |
| **** | **** | |||||
| Gross profit | (d) | **** | 23,924 | 15,762 | ||
| **** | **** | |||||
| Other operating expenses | **** | |||||
| General and administrative | (e) | (8,649 | ) | (4,912 | ) | |
| Business development | (f) | (1,223 | ) | (805 | ) | |
| Exploration and evaluation | (52 | ) | (55 | ) | ||
| Gain on disposal of stream and offtake interests | (g) | - | 9,094 | |||
| Impairment of assets | (h) | (143,876 | ) | (166,316 | ) | |
| **** | ||||||
| Operating loss | **** | **** | (129,875 | ) | (147,232 | ) |
| **** | ||||||
| Other expenses, net | (i) | (45,074 | ) | (6,886 | ) | |
| **** | ||||||
| Loss before income taxes | **** | **** | (174,949 | ) | (154,118 | ) |
| **** | ||||||
| Income tax recovery | (j) | 19,774 | 40,236 | |||
| **** | **** | **** | ||||
| Net loss | **** | (155,175 | ) | (113,882 | ) | |
| **** | **** | **** | ||||
| Net loss per share | **** | |||||
| Basic and diluted | **** | (1.04 | ) | (0.73 | ) |
All values are in US Dollars.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
(a) Revenues are comprised of the following:
| **** | Three months ended December 31, | |||||
|---|---|---|---|---|---|---|
| **** | 2019 | 2018 | ||||
| Average selling price<br>per ounce / carat ($) | Ounces / carats sold | Total revenues<br>($000's) | Average selling price per ounce /<br>carat ($) | Ounces /<br>Carats sold | Total revenues<br>($000's) | |
| Gold sold | 1,945 | 14,872 | 28,920 | 1,638 | 63,065 | 103,298 |
| Silver sold | 23 | 645,497 | 14,657 | 19 | 337,325 | 6,477 |
| Diamonds sold^(i)^ | 95 | 53,238 | 5,031 | 103 | 29,975 | 3,078 |
| Other (paid in cash) | - | - | 2,424 | - | - | 2,484 |
| 51,032 | 115,337 |
(ii) The diamonds were sold by an agent for Osisko for a blended selling price of $95 (US$72) per carat in the fourth quarter of 2019 ($103 (US$77) in the fourth quarter of 2018). The average selling price includes 9,881 incidental carats sold outside of the run of mine sales at an average price of $17 (US$13) per carat in the fourth quarter of 2019 (5,598 incidental carats at an average price of $19 (US$14) per carat in the fourth quarter of 2018). Excluding the incidental carats, 43,356 carats were sold at an average price of $112 (US$85) per carat in the fourth quarter of 2019 (24,377 carats at an average price of $122 (US$192) per carat in the fourth quarter of 2018).
The decrease in gold ounces sold in the fourth quarter of 2019 is mainly the result of the sale of the Brucejack offtake on September 15, 2019. The increase in silver ounces sold in 2019 is mainly the result of higher silver ounces acquired under the offtake agreements. The increase in diamonds sold in 2019 is mainly the result of a higher number of diamonds acquired and sold under the Renard stream.
(b) Cost of sales represents mainly the acquisition price of the metals and diamonds under the offtake and stream agreements, as well as minimal refining, insurance and transportation costs related to the metals received under royalty agreements. The decrease in the fourth quarter of 2019 is mainly the result of sale of the Brucejack offtake on September 15, 2019.
(c) The royalty, stream and other interests are depleted using the units-of-production method over the estimated life of the properties or the life of the agreement. The decrease in the fourth quarter of 2019 is mainly to the impairment on the royalty, stream and offtake interests that decreased the carrying value of the assets to be depleted.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
(d) The breakdown of gross profit per nature of interest is as follows (in $000's):
| Three months endedDecember 31, | ||||
|---|---|---|---|---|
| 2019 | 2018 | |||
| **** | **** | |||
| Royalty interests | **** | **** | ||
| Revenues | 26,327 | 22,456 | ||
| Cost of sales | (18 | ) | (118 | ) |
| Cash margin | 26,309 | 22,338 | ||
| Depletion | (5,614 | ) | (6,799 | ) |
| Gross profit | 20,695 | 15,539 | ||
| **** | **** | |||
| Stream interests | **** | **** | ||
| Revenues | 12,593 | 8,282 | ||
| Cost of sales | (3,527 | ) | (2,823 | ) |
| Cash margin | 9,066 | 5,459 | ||
| Depletion | (5,996 | ) | (5,365 | ) |
| Gross profit | 3,070 | 94 | ||
| **** | **** | |||
| Royalty and stream interests<br>Cash margin | 35,375 | 27,797 | ||
| **** | 90.9% | 90.4% | ||
| **** | **** | |||
| Offtake interests | **** | **** | ||
| Revenues | 12,112 | 84,599 | ||
| Cost of sales | (11,720 | ) | (83,659 | ) |
| Cash margin | 392 | 940 | ||
| **** | 3.2% | 1.1% | ||
| Depletion | (233 | ) | (811 | ) |
| Gross profit | 159 | 129 | ||
| **** | **** | |||
| Total - Gross profit | 23,924 | 15,762 |
All values are in US Dollars.
(e) G&A increased to $8.6 million in the fourth quarter of 2019 compared to $4.9 million in the fourth quarter of 2018. The increase in G&A expenses is mainly due to severance payments.
(f) Business development expenses increased to $1.2 million in the fourth quarter of 2019 compared to $0.8 million in the fourth quarter of 2018. The increase is mainly due to lower costs recovery from associates.
(g) In 2018, the Company received the proceeds of US$118.5 million ($159.4 million) from the operator in regards to its election to exercise its option to fully repurchase the Brucejack gold and silver stream, which resulted in a gain on disposal of a stream interest of US$6.8 million ($9.1 million).
(h) In the fourth quarter of 2019, the Company recorded impairment charges of $US51.3 million ($66.7 million) on its Amulsar stream and offtake interests, $27.2 million ($20.0 million, net of income taxes) on its Éléonore royalty and $50.0 million ($37.6 million, net of income taxes) on its Coulon zinc project. The impairment charges are explained in the Impairment of assets section of this MD&A.
In the fourth quarter of 2018, the Company recorded impairment charges of $166.3 million ($123.7 million, net of income taxes), including $158.2 million ($117.5 million, net of income taxes) on royalty, stream and other interests, $0.8 million to write-off an amount receivable from the operator of an impaired asset and $7.3 million ($5.4 million, net of income taxes) on exploration and evaluation assets.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
(i) Other expenses, net, of $45.1 million in the fourth quarter of 2019 include finance costs of $6.2 million, a share of loss of associates of $7.5 million and losses on investments of $32.1 million (mainly from a net loss on disposal of investments related to the shares of Barkerville held prior to the acquisition), partially offset by interest income of $1.4 million.
Other expenses, net, of $6.9 million in the fourth quarter of 2018 include finance costs of $6.7 million and a share of loss of associates of $2.5 million, partially offset by interest income of $0.8 million and a net gain on investments of $1.0 million.
(j) The effective income tax rate for the fourth quarter of 2019 is 11.3% compared to 26.1% in the fourth quarter of 2018. The statutory rate is 26.6% in 2019 and 26.7% in 2018. The elements that impacted the effective income taxes are the non-taxable (or deductible) part of capital gains (or losses) (50%) and non-deductible expenses. Cash taxes of $0.2 million were paid in the fourth quarters of 2019 and 2018 million and were related to taxes on royalties earned in foreign jurisdictions.
Outlook
Osisko's 2020 outlook on royalty, stream and offtake interests is based on publicly available forecasts, in particular the forecasts for the Canadian Malartic mine published by Yamana and Agnico Eagle and for the Éléonore mine published by Newmont. When publicly available forecasts on properties are not available, Osisko obtains internal forecasts from the producers, which is the case for the Renard mine and the Mantos Blancos mine, or uses management's best estimate.
GEOs and cash margin by interest are estimated as follows for 2020:
| **** <br> **** | Low | High | Cash margin |
|---|---|---|---|
| **** | (GEOs) | (GEOs) | (%) |
| Royalty interests | 57,500 | 61,700 | 100 |
| Stream interests | 23,800 | 25,500 | 68 |
| Offtake interests | 700 | 800 | 3 |
| 82,000 | 88,000 |
For the 2020 guidance, silver, diamonds and cash royalties have been converted to GEOs using commodity prices of US$1,450 per ounce of gold, US$17.00 per ounce of silver and US$70 per carat for diamonds from the Renard mine (blended sales price) and an exchange rate (US$/C$) of 1.30.
Corporate Update
On December 4, 2019, the Company announced that Bryan A. Coates was stepping down as President of the Company and Sandeep Singh was appointed President of the Company, effective December 31, 2019. The Company also announced that Elif Lévesque, Chief Financial Officer and Vice President, Finance of Osisko, had decided to leave the Company by the end of February 2020 to pursue other opportunities.
On February 11, 2020, the Company announced that the board of directors has appointed Mr. Frédéric Ruel as Chief Financial Officer and Vice President, Finance, Mr. Iain Farmer as Vice President, Corporate Development and Mr. Benoit Brunet as Vice President, Business Strategy, effective February 20, 2020.
Segment disclosure
Following the acquisition of Barkerville in November 2019, the chief operating decision-maker organizes and manages the business under two operating segments: (i) acquiring and managing precious metal and other royalties, streams and similar interests, and (ii) the exploration, evaluation and development of mining projects. All of the Company's assets and revenues are attributable to the precious metal and other royalties, streams and similar interests operating segment, with the exception of mining interests, plant and equipment, and exploration and evaluation assets, which are attributable to the exploration and development of mining projects operating segment. Prior to the acquisition of Barkerville, the Company had only one operating segment, which was the acquiring and managing precious metal and other royalties, streams and similar interests. The comparative figures have been restated to conform to the actual segments.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
Royalty, stream and other interests - Geographic revenues
All of the Company's revenues are attributable to the precious metal and other royalties, streams and similar interests operating segment. Geographic revenues from the sale of metals and diamonds received or acquired from in-kind royalties, streams and other interests are determined by the location of the mining operations giving rise to the royalty, stream or other interest. For the years ended December 31, 2019 and 2018, royalty, stream and other interest revenues were mainly earned from the following jurisdictions:
| **** | North America^(i)^ | South America | **** <br>Australia | **** <br>Africa | **** <br>Europe | **** <br>Total | |
|---|---|---|---|---|---|---|---|
| **** | $ | $ | $ | $ | $ | $ | |
| 2019 | |||||||
| Royalties | 93,092 | 330 | 59 | 3,665 | - | 97,146 | |
| Streams | 21,588 | 11,849 | 2,005 | - | 7,535 | 42,976 | |
| Offtakes | 252,476 | - | - | - | - | 252,477 | |
| 367,156 | 12,179 | 2,064 | 3,665 | 7,535 | 392,599 | ||
| 2018 | |||||||
| Royalties | 87,141 | 538 | 31 | 4,400 | - | 92,110 | |
| Streams | 16,761 | 9,696 | 1,332 | - | 7,668 | 35,457 | |
| Offtakes | 339,074 | 943 | 22,888 | - | - | 362,905 | |
| 442,976 | 11,177 | 24,251 | 4,400 | 7,668 | 490,472 | ||
| (i) 89% of revenues from North America were generated from Canada and the United States in 2019 (94% in 2018). |
For the year ended December 31, 2019, one royalty interest generated revenues of $61.1 million ($58.5 million for the year ended December 31, 2018), which represented 44% of revenues (46% of revenues for the year ended December 31, 2018) (excluding revenues generated from the offtake interests).
For the year ended December 31, 2019, revenues generated from precious metals and diamonds represented 94% and 5%, respectively, of total revenues (84% and 13% excluding offtakes, respectively). For the year ended December 31, 2018, revenues generated from precious metals and diamonds represented 96% and 3%, respectively, of total revenues (85% and 11% excluding offtakes, respectively).
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
Royalty, stream and other interests - Geographic net assets
The following table summarizes the royalty, stream and other interests by country, as at December 31, 2019 and 2018, which is based on the location of the property related to the royalty, stream or other interests:
| **** | North America^(i)^ | South America | Australia | Africa | Asia | Europe | **** <br>Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | $ | $ | |||||||||||
| December 31, 2019 | **** | **** | **** | **** | **** | ||||||||
| Royalties | 560,246 | 31,657 | 9,961 | 10,488 | - | 15,215 | 627,567 | ||||||
| Streams | 194,344 | 198,021 | 2,435 | - | 28,963 | 59,401 | 483,164 | ||||||
| Offtakes | 6,689 | - | 8,282 | - | 4,810 | - | 19,781 | ||||||
| 761,279 | 229,678 | 20,678 | 10,488 | 33,773 | 74,616 | 1,130,512 | |||||||
| December 31, 2018 | **** | **** | **** | **** | **** | ||||||||
| Royalties | 643,193 | 27,133 | 10,002 | 12,180 | - | 15,215 | 707,723 | ||||||
| Streams | 269,257 | 181,681 | 3,524 | - | 85,544 | 66,404 | 606,410 | ||||||
| Offtakes | 58,145 | - | 8,904 | - | 33,486 | - | 100,535 | ||||||
| 970,595 | 208,814 | 22,430 | 12,180 | 119,030 | 81,619 | 1,414,668 | |||||||
| (i) 96% of net interests from North America are located in Canada and the United States as at December 31, 2019 (97% as at December 31, 2018). |
All values are in US Dollars.
Exploration, evaluation and development of mining projects
The assets and expenses related to the exploration, evaluation and development of mining projects are almost exclusively located in Canada, and are detailed as follow as at and for the years ended December 31, 2019 and 2018:
| 2019 | 2018 | |
|---|---|---|
| $ | $ | |
| Net assets (as at December 31) | ||
| Mining interests, plant and equipment | 333,778 | - |
| Exploration and evaluation assets | 42,949 | 95,002 |
| 376,727 | 95,002 | |
| Expenses (for the years ended December 31) | ||
| Exploration and evaluation | 191 | 183 |
| Impairment of exploration and evaluation assets | 49,985 | - |
| 50,176 | 183 | |
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis | |
| --- | --- | |
| 2019 – Annual Report |
Related Party Transactions
During the years ended December 31, 2019 and 2018, the following amounts were invoiced by Osisko to associates for recoveries of costs related to professional services and rental of offices and are reflected as a reduction of general and administrative expenses and business development expenses in the consolidated statements of loss:
| 2019 | 2018 | |
|---|---|---|
| $ | $ | |
| Amounts invoiced to associates as a reduction of: | ||
| General and administrative expenses | 973 | 1,409 |
| Business development expenses | 2,371 | 3,749 |
| Total amounts invoiced to associates | 3,344 | 5,158 |
An amount of $0.5 million (including sales taxes) is receivable from associates and included in amounts receivable as at December 31, 2019 ($3.2 million as at December 31, 2018).
As at December 31, 2019, the Company has a total of $8.8 million receivable from an associate for a bridge loan financing (interest rate of 8.25%) and a working capital facility (interest rate of 12.5%) with a maturity date of June 30, 2020. The amounts receivable are included in other investments on the consolidated balance sheets.
In 2019, interest revenues of $0.9 million ($0.5 million in 2018) were accounted for with regards to notes receivable from associates. As at December 31, 2019, interests receivable from associates of $0.9 million are included in amounts receivable ($1.7 million as at December 31, 2018). In 2019, interests receivable of $1.8 million from two notes issued to Falco were converted into common shares of Falco.
In 2019, two notes receivable from Falco amounting to $20.0 million were applied against the first installment of a secured silver stream credit facility.
Additional transactions with related parties are described under the sections: Acquisition of Barkerville Gold Mines; Credit bid transaction - Renard diamond mine; Orion Transaction, Portfolio of Royalty, Stream and Other Interests; and Equity Investments.
Contractual Obligations and Commitments
Investments in royalty and stream interests
| Company | Project (asset) | Installments | Triggering events |
|---|---|---|---|
| Aquila Resources Inc. | Back Forty project | US$10.0 million | Positive construction decision. |
| (gold stream) | US$30.0 million | First drawdown on debt finance facility. | |
| Falco Resources Ltd. | Horne 5 project<br><br> <br>(silver stream) | $20.0 million | Receipt of all necessary material third-party approvals, licenses, rights of way and surface rights on the property. |
| $35.0 million | Receipt of all material construction permits, positive construction decision, and raising a minimum of $100.0 million in non-debt financing. | ||
| $60.0 million | Upon total projected capital expenditure having been demonstrated to be financed. | ||
| $40.0 million<br><br> <br>(optional) | Payable with fourth installment, at sole election of Osisko, to increase the silver stream to 100% of payable silver (from 90%). | ||
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis | ||
| --- | --- | ||
| 2019 – Annual Report |
Offtake and stream purchase agreements
The following table summarizes the significant commitments to pay for gold, silver and diamonds to which Osisko has the contractual right pursuant to the associated precious metals and diamond purchase agreements:
| **** | Attributable payable production <br>to be purchased | Per ounce/carat cash payment (US) | **** <br>Term of<br>agreement | **** <br>Date of contract | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Interest | Gold | Silver | Diamond | Gold | Silver | Diamond | ||||
| Amulsar stream^(1),(8)^ | 4.22% | 62.5% | $ | 400 | $ | 4 | 40 years | November 2015 | ||
| Amulsar offtake^(2),(8)^ | 81.91% | Based on quotational period | Until delivery of<br>2,110,425 ounces Au | November 2015 | ||||||
| Back Forty stream | 18.5%^(3)^ | 75% | 30% spot price<br>(max $600) | $ | 4 | Life of mine | March 2015 | |||
| Mantos Blancos<br> stream^(4)^ | 100% | 8% spot | Life of mine | September 2015<br>Amended Aug. 2019 | ||||||
| Renard stream^(5)^ | 9.6% | Lesser of 40% of sales price or $40 | 40 years | July 2014<br>Amended Oct. 2018 | ||||||
| Sasa stream^(6)^ | 100% | $ | 5 | 40 years | November 2015 | |||||
| Gibraltar stream^(7)^ | 75% | $ | 2.75 | Life of mine | March 2018 |
All values are in US Dollars.
(1) Stream capped at 89,034 ounces of gold and 434,093 ounces of silver delivered. Subject to multiple buy-down options: 50% for $34.4 million and $31.3 million on 2^nd^ and 3^rd^ anniversary of commercial production, respectively.
(2) Offtake percentage will increase to 84.87% if Lydian elects to reduce the gold stream as outlined above. The Amulsar offtake applies to the sales from the first 2,110,425 ounces of refined gold, of which 1,853,751 ounces are attributable to OBL (less any ounces delivered pursuant to the Amulsar stream).
(3) The gold stream will be reduced to 9.25% after the delivery of 105,000 gold ounces.
(4) The stream percentage shall be payable on 100% of silver until 19,300,000 ounces have been delivered, after which the stream percentage will be 40%.
(5) The stream term shall be automatically extended beyond the initial term for successive 10-year periods. The Renard stream was amended in October 2018.
(6) The stream term shall be automatically extended beyond initial term for successive 10-year periods. 3% or consumer price index (CPI) per ounce price escalation after 2016.
(7) Under the silver stream, Osisko will make ongoing payments of US$2.75 per ounce of silver delivered. Osisko will receive from Taseko an amount equal to 100% of Gibco's share of silver production, which represents 75% of Gibraltar mine's production, until reaching the delivery to Osisko of 5.9 million ounces of silver, and 35% of Gibco's share of silver production thereafter.
(8) As at December 31, 2019, Lydian International Limited, the owner of the Amulsar project, was granted protection under the Companies' Creditors Arrangement Act.
Financial liabilities
As at December 31, 2019, all financial liabilities to be settled in cash or by the transfer of other financial assets mature within 90 days, except for the convertible debentures, the revolving credit facility and the lease liabilities, which are described below:
| **** | Amountpayable | Estimated annual payments | ||||||
|---|---|---|---|---|---|---|---|---|
| **** | at maturity | Maturity | 2020 | 2021 | 2022 | 2023 | 2024 | 2025-2029 |
| $ | $ | $ | $ | |||||
| **** | **** | **** | **** | **** | **** | **** | **** | |
| Conv. debenture (2016) | 50,000 | February 12, 2021 | 2,005 | 50,236 | - | - | - | - |
| Conv. debentures (2018) | 300,000 | December 31, 2022 | 12,000 | 12,000 | 312,000 | - | - | - |
| Lease liabilities | 10,126 | December 31, 2029 | 1,256 | 1,256 | 1,256 | 1,261 | 1,284 | 6,422 |
| Revolving credit facility^(i)^ | 19,482 | November 14, 2023 | 2,630 | 2,630 | 2,630 | 21,773 | - | - |
| 379,608 | 17,891 | 66,122 | 315,886 | 23,034 | 1,284 | 6,422 |
All values are in US Dollars.
(i) The interest payable is based on the actual interest rate as at December 31, 2019.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
Foreign exchange contracts
During the year December 31, 2019, the Company entered into foreign exchange contracts (collar options) to sell U.S. dollars and buy Canadian dollars for a total nominal amount of US$12.0 million. The contracts were put in place to protect revenues in Canadian dollars (from the sale of gold ounces received from royalty interests which are denominated in U.S. dollars) from a stronger Canadian dollar. The fair value of the contracts is booked at each reporting period on the consolidated balance sheets. As at December 31, 2019, there were no foreign exchange contracts outstanding.
Off-balance Sheet Items
There are no significant off-balance sheet arrangements.
Outstanding Share Data
As of February 19, 2020, 157,595,427 common shares were issued and outstanding. A total of 4,917,924 share options and 5,480,000 warrants were outstanding to purchase common shares. A convertible debenture of $50.0 million with Ressources Québec entitles the holder to convert the debenture, at its option, into 2,620,545 common shares of the Company (conversion price of $19.08) at any time during the term of the debenture. Convertible senior unsecured debentures of $300.0 million are outstanding and convertible at the holder's option into Osisko common shares at a conversion price of $22.89 per common share, representing a total of 13,106,160 common shares if all the debentures were converted.
Subsequent Events to December 31, 2019
Dividends
On February 19, 2020, the Board of Directors declared a quarterly dividend of $0.05 per common share payable on April 15, 2020 to shareholders of record as of the close of business on March 31, 2020.
Risks and Uncertainties
The Company is a royalty, stream, and offtake interests holder and investor that operates in an industry that is dependent on a number of factors that include environmental, legal and political risks, the discovery of economically recoverable resources and the conversion of these mineral resources to mineral reserves and the ability of third-party partners to maintain an economic production. An investment in the Company's securities is subject to a number of risks and uncertainties. An investor should carefully consider the risks described in Osisko's most recent Annual Information Form and the other information filed with the Canadian securities regulators and the U.S Securities and Exchange Commission ("SEC") as well as the additional risks listed below before investing in the Company's securities. If any of such described risks occur, or if others occur, the Company's business, operating results and financial condition could be seriously harmed and investors may lose a significant proportion of their investment.
There are important risks which management believes could impact the Company's business. For information on risks and uncertainties, please also refer to the Risk Factors section of Osisko's most recent Annual Information Form filed on SEDAR at www.sedar.com and on EDGAR at www.sec.gov and the additional risks listed below.
Osisko may be unable to successfully integrate the businesses of Osisko and Barkerville and realize the anticipated benefits of the Arrangement.
The acquisition of Barkerville is expected to strengthen the position of each entity in the mining exploration industry and to, among other things, combine the assets of both companies to realize certain benefits. Achieving the benefits of the transaction depends in part on the ability of the Osisko to (i) effectively fund and develop its mining projects even as market
conditions remain challenging for gold exploration and development companies, (ii) capitalize on its scale, (iii) realize the anticipated capital and operating synergies, (iv) profitably sequence the growth prospects of its asset base, (v) maximize the potential of its improved growth opportunities, and (vi) maximize capital funding opportunities. A variety of factors, including those risk factors set forth in Barkerville's Management Information Circular dated October 15, 2019 (filed on www.sedar.com) may adversely affect the ability of Osisko and Barkerville to achieve the anticipated benefits of the transaction which could adversely affect the share price of Osisko shares.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
There are risks related to the integration of the existing businesses of Osisko and Barkerville.
The ability to realize the benefits of the acquisition of Barkerville including, among other things, those set forth in Barkerville's Management Information Circular dated October 15, 2019 (filed on www.sedar.com) under the heading "The Arrangement - Reasons for the Osisko Board and Barkerville Board Recommendations", will depend in part on successfully consolidating functions and integrating operations, procedures and personnel in a timely and efficient manner. This integration will require the dedication of substantial management effort, time and resources which may divert management's focus and resources from other strategic opportunities of Osisko following completion of the acquisition, and from operational matters during this process which may result in a material adverse effect on the profitability, results of operations and financial condition of Osisko.
The Company’s Cariboo Gold project is subject to risks associated with mine development, which may result in delays in advancement of the project and unanticipated costs.
Risks and uncertainties inherent in all mining projects include the accuracy of mineral reserve and resource estimates, metallurgical recoveries, geotechnical and other technical assumptions, capital and operating costs and future commodity prices. Unforeseen circumstances, including those related to the size and grade of the mineralization at the development site, technological impediments to extraction and processing, legal requirements, governmental intervention, infrastructure limitations, environmental issues, local community relations or other events, could result in Cariboo Gold project becoming uneconomic. Also, actual costs and economic returns may differ materially from the Company’s estimates or the Company could fail or be delayed in obtaining the governmental permits and approvals necessary for execution of a project, in which case, the project may not proceed either on its original timing or at all.
Disclosure Controls and Procedures and Internal Control over Financial Reporting
Disclosure Controls and Procedures
The Chief Executive Officer (the "CEO") and the Chief Financial Officer (the "CFO") of the Company are responsible for establishing and maintaining the Company's disclosure controls and procedures ("DCP") including adherence to the Disclosure Policy adopted by the Company. The Disclosure Policy requires all staff to keep senior management fully apprised of all material information affecting the Company so that they may evaluate and discuss this information and determine the appropriateness and timing for public disclosure.
The Company maintains DCP designed to ensure that information required to be disclosed in reports filed under applicable Canadian securities laws and the U.S. Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the appropriate time periods and that such information is accumulated and communicated to the Company's management, including the CEO and CFO, to allow for timely decisions regarding required disclosure.
In designing and evaluating DCP, the Company recognizes that any disclosure controls and procedures, no matter how well conceived or operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met, and management is required to exercise its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
The CEO and CFO have evaluated whether there were changes to the DCP during the year ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, the DCP. No such changes were identified through their evaluation.
Internal Control over Financial Reporting
The Company's management, including the CEO and the CFO, are responsible for establishing and maintaining adequate internal control over financial reporting ("ICFR") for the Company to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The fundamental issue is ensuring all transactions are properly authorized and identified and entered into a well-designed, robust and clearly understood accounting system on a timely basis to minimize risk of inaccuracy, failure to fairly reflect transactions, failure to fairly record transactions necessary to present financial statements in accordance with IFRS, unauthorized receipts and expenditures, or the inability to provide assurance that unauthorized acquisitions or dispositions of assets can be detected.
The CEO and CFO have also evaluated the effectiveness of the Company's ICFR as required by National Instrument 52-109 issued by the Canadian Securities Administrators and rules 13a-15 and 15d-15 under the Exchange Act based on the framework and criteria established in Internal Control - Integrated Framework (2013) as issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on this evaluation, the CEO and CFO concluded that the Company's ICFR was effective as of December 31, 2019.
On November 21, 2019, the Company completed its acquisition of Barkerville. Accordingly, the acquired assets and liabilities of Barkerville are included in our consolidated balance sheet as of December 31, 2019 and the results of its operations and cash flows are reported in our consolidated statements of loss and cash flows from November 21, 2019 to December 31, 2019. We have elected to exclude Barkerville from the Company's assessment of internal control over financial reporting as of December 31, 2019. Barkerville represented approximately 9.9% of the consolidation total assets and had no revenues for the year ended December 31, 2019.
The Company's ICFR may not prevent or detect all misstatements because of inherent limitations. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because changes in conditions or deterioration in the degree of compliance with the Company's policies and procedures.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
The CEO and CFO have evaluated whether there were changes to the ICFR during the year ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, the ICFR. No such changes were identified through their evaluation.
The Company's independent registered public accounting firm, PricewaterhouseCoopers LLP, have audited the Company's consolidated financial statements for the year ended December 31, 2019 and have issued an audit report dated February 19, 2020 on the Company's ICFR based on the framework and criteria established in Internal Control - Integrated Framework (2013) as issued by COSO of the Treadway Commission.
Basis of Presentation of Consolidated Financial Statements
The consolidated financial statements for the year ended December 31, 2019 have been prepared in accordance with the IFRS as issued by the IASB. The accounting policies, methods of computation and presentation applied in the consolidated financial statements are consistent with those of the previous financial year, except for the adoption of amendments to accounting standards and new accounting standards, which are presented below.
The significant accounting policies of Osisko are detailed in the notes to the audited consolidated financial statements for the year ended December 31, 2019, filed on SEDAR at www.sedar.com, EDGAR at www.sec.gov and on Osisko's website at www.osiskogr.com.
Amendments to IFRS 3 Business Combinations
On October 22, 2018, the IASB issued amendments to the guidance in IFRS 3 Business Combinations. Under the amendments, the definition of a business is amended and requires an acquisition to include an input and a substantive process that together significantly contribute to the ability to create outputs. The definition of the term "outputs" is also amended to focus on goods and services provided to customers, generating investment income and other income, and it excludes returns in the form of lower costs and other economic benefits. IFRS 3 also introduces an optional fair value concentration test. The amendments, which were effective at the latest for acquisitions completed by the Company after January 1, 2020, were early adopted on January 1, 2019.
New accounting standard - IFRS 16 Leases
On January 1, 2019, the Company adopted IFRS 16 Leases. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract, which is the customer ("lessee") and the supplier ("lessor"). IFRS 16 replaces IAS 17 Leases, and related interpretations. All leases result in the lessee obtaining the right to use an asset at the start of the lease and incurring a financing obligation corresponding to the lease payments to be made over time. Accordingly, for lessees, IFRS 16 eliminates the classification of leases as either operating leases or finance leases as was required by IAS 17 and, instead, introduces a single lessee accounting model.
Applying that model, a lessee is required to recognize:
i) assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value; and
ii) amortization of lease assets separately from interest on lease liabilities in the statement of loss.
Management has reviewed all of the Company's leasing arrangements in light of the requirements of IFRS 16. The standard affects primarily the accounting for the Company's operating leases.
The Company applied the simplified transition approach and, consequently, did not restate comparative figures for 2018. Right-of-use assets and related lease liabilities were recognized on January 1, 2019 for non-cancellable operating lease commitments that amounted to $13.0 million.
The Company applies the exceptions for short-term leases and, as such, short-term leases for which commitments amounted to approximately $0.6 million as at December 31, 2018 continue to be recognized on a straight-line basis as general and administrative expense in the consolidated statement of loss.
Right-of-use assets for property leases were measured on transition as if the new standard had been applied since the respective leases' commencement date but using the Company's incremental borrowing rate of 4.79% as at January 1, 2019.
The Company recognized right-of-use assets of $9.4 million on January 1, 2019 (presented under mining interests and plant and equipment on the consolidated balance sheet), lease liabilities of $10.0 million and deferred tax assets of $0.1 million. Overall, net assets were approximately $0.4 million lower, and net current assets were $0.7 million lower due to the presentation of a portion of the lease liability as a current liability. Since January 1, 2019, payments attributed to the principal portion of the lease liabilities are classified as cash flows from financing activities.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
The Company's activities as a lessor are not material.
New accounting standard - IFRIC 23, Uncertainty over Income Tax Treatments
On January 1, 2019, the Company adopted IFRIC 23, Uncertainty over Income Tax Treatments. IFRIC 23 explains how to recognize and measure deferred and current income tax assets and liabilities where there is uncertainty over a tax treatment. In particular, it discusses how to determine the appropriate unit of account, and that each uncertain tax treatment should be considered separately or together as a group, depending on which approach better predicts the resolution of the uncertainty, that the entity should assume a tax authority will examine the uncertain tax treatments and have full knowledge of all related information, ie that detection risk should be ignored, that the entity should reflect the effect of the uncertainty in its income tax accounting when it is not probable that the tax authorities will accept the treatment, that the impact of the uncertainty should be measured using either the most likely amount or the expected value method, depending on which method better predicts the resolution of the uncertainty, and that the judgements and estimates made must be reassessed whenever circumstances have changed or there is new information that affects the judgements. The adoption of IFRIC 23 had no impact on the consolidated financial statements for the year ended December 31, 2019.
Critical Accounting Estimates and Judgements
Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The determination of estimates requires the exercise of judgement based on various assumptions and other factors such as historical experience and current and expected economic conditions. Actual results could differ from those estimates.
Critical accounting estimates and assumptions as well as critical judgements in applying the Company's accounting policies are detailed in the audited consolidated financial statements for the year ended December 31, 2019, filed on SEDAR at www.sedar.com, EDGAR at www.sec.gov and on Osisko's website at www.osiskogr.com.
Financial Instruments
All financial instruments are required to be measured at fair value on initial recognition. The fair value is based on quoted market prices, unless the financial instruments are not traded in an active market. In this case, the fair value is determined by using valuation techniques like discounted cash flows, the Black-Scholes option pricing model or other valuation techniques. Measurement in subsequent periods depends on the classification of the financial instrument. A description of financial instruments and their fair value is included in the audited consolidated financial statements for the year ended December 31, 2019, filed on SEDAR at www.sedar.com, EDGAR at www.sec.gov and on Osisko's website at www.osiskogr.com.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
Non-IFRS Financial Performance Measures
The Company has included certain non-IFRS measures including "Adjusted Earnings" and "Adjusted Earnings per basic share" to supplement its consolidated financial statements, which are presented in accordance with IFRS.
The Company believes that these measures, together with measures determined in accordance with IFRS, provide investors with an improved ability to evaluate the underlying performance of the Company. Non-IFRS measures do not have any standardized meaning prescribed under IFRS, and therefore they may not be comparable to similar measures employed by other companies. The data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
Adjusted Earnings and Adjusted Earnings per Basic Share
"Adjusted earnings" is defined as "Net loss" adjusted for certain items: "Foreign exchange gain (loss)", "Impairment of assets", "Gains (losses) on disposal of exploration and evaluation assets", "Unrealized gain (loss) on investments", "Impairment on financial assets and investments in associates", "Share of loss of associates", "Deferred income tax expense (recovery)" and other unusual items such as transaction costs.
Adjusted earnings per basic share is obtained from the "adjusted earnings" divided by the "Weighted average number of common shares outstanding" for the period.
| **** | Three months ended December 31, | Years ended December 31, | ||||||
|---|---|---|---|---|---|---|---|---|
| **** | 2019 | 2018 | 2019 | 2018 | ||||
| (in thousands of dollars, except per share amounts) | ||||||||
| **** | ||||||||
| Net loss | (155,175 | ) | (113,882 | ) | (234,195 | ) | (105,587 | ) |
| Adjustments: | ||||||||
| Impairment of assets | 148,600 | 166,316 | 248,300 | 166,316 | ||||
| Impairment of an investment in associate | - | - | 12,500 | - | ||||
| Foreign exchange loss (gain) | 756 | (385 | ) | 1,901 | 179 | |||
| Unrealized loss (gain) on investments | 27,357 | (1,018 | ) | 31,161 | (2,598 | ) | ||
| Share of loss of associates | 7,521 | 2,455 | 22,209 | 9,013 | ||||
| Deferred income tax recovery | (19,930 | ) | (40,454 | ) | (41,197 | ) | (35,970 | ) |
| Costs related to the acquisition of Barkerville | 1,216 | - | 1,216 | - | ||||
| Adjusted earnings | 10,345 | 13,032 | 41,895 | 31,353 | ||||
| Weighted average number of<br> common shares outstanding (000's) | 149,912 | 156,336 | 151,266 | 156,617 | ||||
| Adjusted earnings per basic share | 0.07 | 0.08 | 0.28 | 0.20 |
All values are in US Dollars.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
Forward-looking Statements
Certain statements contained in this MD&A may be deemed "forward-looking statements" within the meaning of applicable Canadian and U.S. securities laws. All statements in this MD&A, other than statements of historical fact, that address future events, developments or performance that Osisko expects to occur including management's expectations regarding Osisko's growth, results of operations, estimated future revenues, carrying value of assets, requirements for additional capital, mineral reserve and mineral resource estimates, production estimates, production costs and revenue estimates, future demand for and prices of commodities, business prospects and opportunities and outlook on gold, silver, diamonds, other commodities and currency markets are forward-looking statements. In addition, statements (including data in tables) relating to mineral reserves and resources and gold equivalent ounces are forward-looking statements, as they involve implied assessment, based on certain estimates and assumptions, and no assurance can be given that the estimates will be realized. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential", "scheduled" and similar expressions or variations (including negative variations), or that events or conditions "will", "would", "may", "could" or "should" occur including, without limitation, the performance of the assets of Osisko, the estimate of gold equivalent ounces to be received in 2020, the realization of the anticipated benefits deriving from Osisko's investments and transactions, and Osisko's ability to seize future opportunities. Although Osisko believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements involve known and unknown risks, uncertainties and other factors, most of which are beyond the control of Osisko, and are not guarantees of future performance and actual results may accordingly differ materially from those in forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include, without limitation: fluctuations in the prices of the commodities that drive royalties, streams, offtakes and investments held by Osisko; fluctuations in the value of the Canadian dollar relative to the U.S. dollar; regulatory changes by national and local governments, including permitting and licensing regimes and taxation policies; regulations and political or economic developments in any of the countries where properties in which Osisko holds a royalty, stream or other interest are located or through which they are held; risks related to the operators of the properties in which Osisko holds a royalty, stream or other interests; the unfavorable outcome of litigation relating to any of the properties in which Osisko holds a royalty, stream or other interests; business opportunities that become available to, or are pursued by Osisko; continued availability of capital and financing and general economic, market or business conditions; litigation; title, permit or license disputes related to interests on any of the properties in which Osisko holds a royalty, stream or other interest; development, permitting, infrastructure, operating or technical difficulties on any of the properties in which Osisko holds a royalty, stream or other interest; rate and timing of production differences from resource estimates or production forecasts by operators of properties in which Osisko holds a royalty, stream or other interest; risks and hazards associated with the business of exploring, development and mining on any of the properties in which Osisko holds a royalty, stream or other interest, including, but not limited to unusual or unexpected geological and metallurgical conditions, slope failures or cave-ins, flooding and other natural disasters or civil unrest or other uninsured risks, and the integration of acquired assets. The forward-looking statements contained in this MD&A are based upon assumptions management believes to be reasonable, including, without limitation: the ongoing operation of the properties in which Osisko holds a royalty, stream or other interest by the owners or operators of such properties in a manner consistent with past practice; the accuracy of public statements and disclosures made by the owners or operators of such underlying properties; no material adverse change in the market price of the commodities that underlie the asset portfolio; the Company's ongoing income and assets relating to determination of its PFIC status; no adverse development in respect of any significant property in which Osisko holds a royalty, stream or other interest; the accuracy of publicly disclosed expectations for the development of underlying properties that are not yet in production; integration of acquired assets; and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended. For additional information on risks, uncertainties and assumptions, please refer to the Annual Information Form of Osisko filed on SEDAR at www.sedar.com and EDGAR at www.sec.gov which also provides additional general assumptions in connection with these statements. Osisko cautions that the foregoing list of risk and uncertainties is not exhaustive. Investors and others should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. Osisko believes that the assumptions reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this MD&A should not be unduly relied upon. These statements speak only as of the date of this MD&A. Osisko undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable law.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|---|---|
| 2019 – Annual Report |
Cautionary Note to U.S. Investors Regarding the Use of Mineral Reserve and Mineral Resource Estimates
Osisko is subject to the reporting requirements of the applicable Canadian securities laws, and as a result reports its mineral reserves according to Canadian standards. Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101, Standards of Disclosure for Mineral Properties ("NI 43-101"). The definitions of NI 43-101 are adopted from those given by the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM"). U.S. reporting requirements are currently governed by the SEC's Industry Guide 7 ("Guide 7"). This MD&A includes estimates of mineral reserves and mineral resources reported in accordance with NI 43-101. These reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but embody different approaches and definitions. For example, under Guide 7, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Consequently, the definitions of "Proven Mineral Reserves" and "Probable Mineral Reserves" under CIM standards differ in certain respects from the standards of Guide 7. Osisko also reports estimates of "mineral resources" in accordance with NI 43-101. While the terms "Mineral Resource," "Measured Mineral Resource," "Indicated Mineral Resource" and "Inferred Mineral Resource" are recognized by NI 43-101, they are not defined terms under Guide 7 and, generally, U.S. companies reporting pursuant to Guide 7 are not permitted to report estimates of mineral resources of any category in documents filed with the SEC. As such, certain information contained in this MD&A concerning descriptions of mineralization and estimates of mineral reserves and mineral resources under Canadian standards is not comparable to similar information made public by United States companies subject to the reporting and disclosure requirements of the SEC pursuant to Guide 7. Readers are cautioned not to assume that all or any part of Measured Mineral Resources or Indicated Mineral Resources will ever be converted into Mineral Reserves. Readers are also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable. Further, an "Inferred Mineral Resource" has a great amount of uncertainty as to its existence and as to its economic and legal feasibility, and a reader cannot assume that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies.
| (Signed) Sean Roosen<br><br> <br>Sean Roosen<br><br> <br>Chair and Chief Executive Officer<br><br> <br>February 19, 2020 | (Signed) Elif Lévesque<br><br> <br>Elif Lévesque<br><br> <br>Vice President, Finance and Chief Financial Officer |
|---|---|
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
| --- | --- |
| 2019 – Annual Report |
Corporate Information
| Corporate Office | Osisko Bermuda Limited |
|---|---|
| 1100 av. des Canadiens-de-Montréal | Cumberland House |
| Suite 300 | 1 Victoria Street |
| Montréal, Québec, Canada H3B 2S2 | Hamilton HM11 |
| Tel.: (514) 940-0670 | Bermuda |
| Fax: (514) 940-0669 | Tel.: (441) 824-7474 |
| Email: info@osiskogr.com | Fax: (441) 292-6140 |
| Web site: www.osiskogr.com | |
| Michael Spencer, Managing Director | |
| Directors | Officers |
| --- | --- |
| Sean Roosen, Chair and Chief Executive Officer | Sean Roosen, Chair and Chief Executive Officer |
| Joanne Ferstman, Lead Director | Sandeep Singh, President |
| Françoise Bertrand | Luc Lessard, Senior Vice President, Technical Services |
| John Burzynski | Elif Lévesque, Vice President, Finance and Chief |
| Christopher C. Curfman | Financial Officer |
| Pierre Labbé | André Le Bel, Vice President, Legal Affairs and |
| Charles E. Page | Corporate Secretary |
| Frédéric Ruel, Vice President and Corporate Controller | |
| François Vézina, Vice President, Technical Services | |
| ^^ | |
| **** | **** |
| Qualified Person (as defined by NI 43-101) | |
| Guy Desharnais, Director of Mineral Resources Evaluation | |
| **** |
Exchange listings
Toronto Stock Exchange
Common shares: OR
Warrants: OR.WT (Exercise price: $36.50 / Expiry date: March 5, 2022)
Convertible debentures: OR.DB (Conversion price: $22.89 / Maturity date: December 31, 2022)
New York Stock Exchange
- Common shares: OR
Dividend Reinvestment Plan
Information available at http://osiskogr.com/en/dividends/drip/
Transfer Agents
Canada: AST Trust Company (Canada)
United States of America: American Stock Transfer & Trust Company, LLC
Auditors
PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l.
Osisko Gold Royalties Ltd.: Exhibit 99.3 - Filed by newsfilecorp.com
FORM 52-109F1 CERTIFICATION OF ANNUAL FILINGS FULL
CERTIFICATE
I, Sean Roosen, Chair and Chief Executive Officer of Osisko Gold Royalties Ltd, certify the following:
Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the "annual filings") of Osisko Gold Royalties Ltd ****** (the "issuer") for the financial year ended December 31, 2019.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.
Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers' Annual and Interim Filings (c. V-1.1, r. 27), for the issuer.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the financial year end
(a) designed DC&P, or caused it to be designed under our supervision, to provide
reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Internal Control-Integrated Framework (2013) (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2 ICFR - material weakness relating to design: N/A
5.3 Limitation on scope of design: N/A
- Evaluation: The issuer's other certifying officer(s) and I have
(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and
(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's ICFR at the financial year end and the issuer has disclosed in its annual MD&A
(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and
(ii) N/A
Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer's ICFR that occurred during the period beginning on October 1^st^, 2019 ****** and ended on December 31, 2019 ****** that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Reporting to the issuer's auditors and board of directors or audit committee: The issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer's auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer's ICFR.
| Date: February 19, 2020 |
|---|
| /s/ Sean Roosen |
| Sean Roosen<br><br> <br>Chair and Chief Executive Officer |
Osisko Gold Royalties Ltd.: Exhibit 99.4 - Filed by newsfilecorp.com
FORM 52-109F1 CERTIFICATION OF ANNUAL FILINGS FULL
CERTIFICATE
I, Elif Lévesque, Chief Financial Officer and Vice President, Finance of Osisko Gold Royalties Ltd, certify the following:
Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the "annual filings") of Osisko Gold Royalties Ltd ****** (the "issuer") for the financial year ended December 31, 2019.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.
Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers' Annual and Interim Filings (c. V-1.1, r. 27), for the issuer.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the financial year end
(a) designed DC&P, or caused it to be designed under our supervision, to provide
reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Internal Control-Integrated Framework (2013) (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2 ICFR - material weakness relating to design: N/A
5.3 Limitation on scope of design: N/A
- Evaluation: The issuer's other certifying officer(s) and I have
(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and
(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's ICFR at the financial year end and the issuer has disclosed in its annual MD&A
(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and
(ii) N/A
Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer's ICFR that occurred during the period beginning on October 1^st^, 2019 ****** and ended on December 31, 2019 ****** that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Reporting to the issuer's auditors and board of directors or audit committee: The issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer's auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer's ICFR.
| Date: February 19, 2020 |
|---|
| /s/ Elif Lévesque |
| Elif Lévesque<br><br> <br>Chief Financial Officer and Vice President, Finance |
Osisko Gold Royalties Ltd.: Exhibit 99.5 - Filed by newsfilecorp.com

OSISKO DECLARES FIRST QUARTER DIVIDEND
(Montreal, February 19, 2020) Osisko Gold Royalties Ltd (the "Company" or "Osisko") (OR: TSX & NYSE) is pleased to announce a first quarter 2020 dividend of C$0.05 per common share. The dividend will be paid on April 15, 2020 to shareholders of record as of the close of business on March 31, 2020.
For shareholders residing in the United States, the U.S. dollar equivalent will be determined based on the daily rate published by the Bank of Canada on March 31, 2020. This dividend is an "eligible dividend" as defined in the Income Tax Act (Canada).
The Company also wishes to remind its shareholders that it has implemented a dividend reinvestment plan (the "Plan"). Shareholders who are residents of Canada and the United States may elect to participate in the Plan in connection with the dividend to be paid on April 15, 2020 to shareholders on record as of March 31, 2020. If a shareholder elects to participate in the Plan, the Company will issue to the shareholder, in lieu of a cash dividend, common shares from treasury at a 3% discount to the weighted average price of the common shares during the five (5) trading days immediately preceding the dividend payment date. Participation in the Plan is optional and will not affect a shareholders' cash dividends if the shareholder elects not to participate in the Plan. Quarterly dividends are only payable as and when declared by Osisko's Board of Directors.
A complete copy of the Plan and the enrolment form are available on Osisko's website at http://osiskogr.com/en/dividends/drip/. Shareholders should carefully read the complete text of the Plan before making any decisions regarding their participation in the Plan.
Non-registered beneficial shareholders who wish to participate in the Plan should contact their financial advisor, broker, investment dealer, bank or other financial institution that holds their common shares to inquire about the applicable enrolment deadline and to request enrolment in the Plan. For more information on how to enroll or any other inquiries, contact the Agent at 1-800-387-0825 (toll-free in Canada) or inquiries@canstockta.com.
Participation in the Plan does not relieve shareholders of any liability for taxes that may be payable in respect of dividends that are reinvested in common shares under the Plan. Shareholders should consult their tax advisors concerning the tax implications of their participation in the Plan having regard to their particular circumstances.
This press release is not an offer or a solicitation of an offer of securities.
About Osisko Gold Royalties Ltd
Osisko Gold Royalties Ltd is an intermediate precious metal royalty company focused on the Americas that commenced activities in June 2014. Osisko holds a North American focused portfolio of over 135 royalties, streams and precious metal offtakes. Osisko's portfolio is anchored by its cornerstone asset, a 5% net smelter return royalty on the Canadian Malartic mine, which is the largest gold mine in Canada. Osisko also owns the Cariboo gold project in Canada as well as a portfolio of publicly held resource companies, including a 15.9% interest in Osisko Mining Inc., 17.9% interest in Osisko Metals Incorporated and a 19.9% interest in Falco Resources Ltd.
Osisko's head office is located at 1100 Avenue des Canadiens-de Montréal, Suite 300, Montréal, Québec, H3B 2S2.
Forward-looking statements
Certain statements contained in this press release may be deemed "forward-looking statements" within the meaning of applicable Canadian and U.S. securities laws. These forward-looking statements, by their nature, require the Company to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Forward-looking statements are not guarantees of performance. In this news release, these forward-looking statements may involve, but are not limited to, comments with respect to the directors and officers of the Company, information pertaining to the fact that all conditions for payment of the dividend will be met and that such dividend will continue to be an "eligible dividend" as defined in the Income Tax Act (Canada). Words such as "may", "will", "would", "could", "expect", "believe", "plan", "anticipate", "intend", "estimate", "continue", or the negative or comparable terminology, as well as terms usually used in the future and the conditional, are intended to identify forward-looking statements. Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including that the financial situation of the Company will remain favourable. The Company considers its assumptions to be reasonable based on information currently available, but cautions the reader that its assumptions regarding future events, many of which are beyond the control of the Company, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect the Company and its business.
For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this press release, see the section entitled "Risk Factors" in the most recent Annual Information Form of Osisko which is filed with the Canadian securities commissions and available electronically under Osisko's issuer profile on SEDAR at www.sedar.com and with the U.S. Securities and Exchange Commission and available electronically under Osisko's issuer profile on EDGAR at www.sec.gov*. The forward-looking information set forth herein reflects Osisko's expectations as at the date of this press release and is subject to change after such date. Osisko disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.*
For further information, please contact Osisko Gold Royalties Ltd:
Sandeep Singh
President
Tel. (514) 940-0670
ssingh@osiskogr.com
Osisko Gold Royalties Ltd.: Exhibit 99.6 - Filed by newsfilecorp.com

OSISKO REPORTS 2019 RESULTS AND PROVIDES 2020 GUIDANCE
Record Annual Cash Flows from Operating Activities of $91.6 Million
Montréal, February 19, 2020 - Osisko Gold Royalties Ltd (the "Company" or "Osisko") (OR: TSX & NYSE) today announced its consolidated financial results for the fourth quarter and full year ended December 31, 2019 and provides guidance for 2020.
Highlights
Generated cash flows from operating activities of $17.2 million in the fourth quarter of 2019 for a record of $91.6 million for the year 2019, an increase of 11% compared to the year 2018;
Record revenues from royalties and streams of $38.9 million for the fourth quarter of 2019 for a record of $140.1 million for the year 2019, compared to $127.6 million for the year 2018;
Earned 20,479 gold equivalent ounces^1^ ("GEOs") in the fourth quarter of 2019, for a total of 78,006 GEOs for the year 2019 which met the Company's revised guidance, compared to 80,553 for the year 2018, reflecting the sale of the Brucejack gold offtake in September 2019 and weakness in diamond prices for the Renard mine;
Cash on hand of $108.2 million and up to $480 million availability under its credit facility as at December 31, 2019;
Incurred non-cash impairment charges in the fourth quarter of 2019 on stream and offtake interests of $93.9 million ($86.7 million, net of income taxes), $50.0 million on the Coulon zinc project ($37.6 million, net of income taxes) and other impairment charges of $4.7 million on other assets;
Net loss of $155.2 million in the fourth quarter of 2019, $1.04 per basic share ($113.9 million in the fourth quarter of 2018, $0.73 per basic share) for a net loss of $234.2 million for the year 2019, $1.55 per basic share ($105.6 million for the year 2018, $0.67 per basic share);
Adjusted earnings^2^ of $10.3 million, $0.07 per basic share^2^, for the fourth quarter of 2019 and $41.9 million for the year 2019, $0.28 per basic share, compared to $13.0 million, $0.08 per basic share in the fourth quarter of 2018 and $31.4 million for the year 2018, $0.20 per basic share;
Recorded cash operating margins^3^ of 90% in 2019 from royalty and stream interests, generating $126.4 million in operating cash flow, in addition to a cash operating margin of $3.3 million from offtake interests;
Closed the acquisition of Barkervile Gold Mines Ltd. ("Barkerville"), owner of the Cariboo gold project, and created the North Spirit Discovery Group;
Completed a credit bid transaction for Stornoway Diamond Corporation ("Stornoway") alongside other secured creditors, allowing Osisko to maintain its 9.6% diamond stream on the Renard mine. Osisko became a 35.1% shareholder of the company now holding the Renard diamond mine, which will continue to operate in the normal course;
The Canadian Malartic Partnership announced the expansion of underground mineral resources at Canadian Malartic with an initial inferred mineral resource on the East Gouldie Zone, which was discovered in late 2018. Osisko holds a 5% NSR royalty on East Gouldie, a 3% NSR royalty on North Odyssey and East Malartic and a 5% NSR royalty on South Odyssey; and
Declared a quarterly dividend of $0.05 per common share paid on January 15, 2020 to shareholders of record as of the close of business on December 31, 2019.
Recent Performance
Sean Roosen, Chair and Chief Executive Officer, commented on the activities of the fourth quarter of 2019: "Our royalty and stream business continues to be strong with record cash flows from operating activities of $91.6 million for the year 2019. Going forward in 2020, we welcome the addition of royalty production from the newly commissioned Eagle mine operated by Victoria Gold Corp. The addition of the Cariboo Gold project to our portfolio adds a potentially world-class asset in Canada in an impacted brownfield site with significant infrastructure in place. Our goal is to create significant value at Cariboo within the North Spirit Discovery Group."
Impairment of Assets
The non-cash impairment charges in the fourth quarter of 2019 on stream and offtake interests of $93.9 million ($86.7 million, net of income taxes) included $66.7 million on the Amulsar gold/silver stream and offtake (Lydian International Ltd. applied for protection under the Companies' Creditors Arrangement Act in December 2019) and $27.2 million ($20.0 million net of income taxes) on the Éléonore royalty (Newmont Corporation released a decrease in reserves and resources of approximately 50% in February 2020). In addition, the Company incurred a non-cash impairment charge of $50.0 million on the Coulon zinc project ($37.6 million, net of income taxes) (the Company has decided not to pursue the development of the project in the near term).
Board Appointment
Osisko is pleased to announce the appointment of Mr. Murray John to its Board of Directors. Mr. John currently serves as a director of O3 Mining Inc. and has been a director of Osisko Mining Inc. from August 2015 to June 2018. Prior to his retirement in December 2015, Mr. John was the President and Chief Executive Officer of Dundee Resources Limited, a private resource-focused investment company, and Managing Director and a Portfolio Manager with Goodman & Company, Investment Counsel Inc. Mr. John was also the former President and Chief Executive Officer of Corona Gold Corporation and Ryan Gold Corporation up to 2015. He has been involved with the resource investment industry since 1992 and has worked as an investment banker, buy-side mining analyst, sell-side mining analyst, and portfolio manager. Mr. John graduated from the Camborne School of Mines in 1980. He also received a Master of Business Administration from the University of Toronto in 1992. Sean Roosen commented: "We are pleased to welcome Murray to the Board of Directors and we look forward to benefiting from his extensive experience in the global resource sector."
Outlook
Osisko's 2020 outlook on royalty, stream and offtake interests is based on publicly available forecasts, in particular the forecasts for the Canadian Malartic mine published by Yamana Gold Inc. and Agnico Eagle Mines Limited and for the Éléonore mine published by Newmont Corporation. When publicly available forecasts on properties are not available, Osisko obtains internal forecasts from the producers, which is the case for the Renard mine and the Mantos Blancos mine, or uses management's best estimate.
GEOs and cash margin by interest are estimated as follows for 2020:
| <br><br> <br> | **** | Low | **** | High | **** | Cash margin | **** | **** |
|---|---|---|---|---|---|---|---|---|
| **** | **** | (GEOs) | **** | (GEOs) | **** | (%) | **** | **** |
| Royalty interests | 57,500 | 61,700 | 100 | |||||
| Stream interests | 23,800 | 25,500 | 68 | |||||
| Offtake interests | 700 | 800 | 3 | |||||
| 82,000 | 88,000 | 90* |
* Excluding the offtake interests
For the 2020 guidance, silver, diamonds and cash royalties have been converted to GEOs using commodity prices of US$1,450 per ounce of gold, US$17.00 per ounce of silver and US$70 per carat for diamonds from the Renard mine (blended sales price) and an exchange rate (US$/C$) of 1.30.
Q4 and Full Year 2019 Results Conference Call
Osisko will host a conference call on Thursday, February 20, 2020 at 10:00 am EST to review and discuss its fourth quarter and full year 2019 results and its 2020 guidance.
Those interested in participating in the conference call should dial in at 1-(617) 826-1698 (international), or 1-(877) 648-7976 (North American toll free). An operator will direct participants to the call.
The conference call replay will be available from 1:00 pm EST on February 20, 2020 until 11:59 pm EST on February 28, 2020 with the following dial in numbers: 1-(855) 859-2056 (North American toll free) or 1-(404) 537-3406, access code 1189268. The replay will also be available on our website at www.osiskogr.com.
About Osisko Gold Royalties Ltd
Osisko Gold Royalties Ltd is an intermediate precious metal royalty company focused on the Americas that commenced activities in June 2014. Osisko holds a North American focused portfolio of over 135 royalties, streams and precious metal offtakes. Osisko's portfolio is anchored by its cornerstone asset, a 5% net smelter return royalty on the Canadian Malartic mine, which is the largest gold mine in Canada. Osisko also owns the Cariboo gold project in Canada as well as a portfolio of publicly held resource companies, including a 15.9% interest in Osisko Mining Inc., 17.9% interest in Osisko Metals Incorporated and a 19.9% interest in Falco Resources Ltd.
Osisko's head office is located at 1100 Avenue des Canadiens-de Montréal, Suite 300, Montréal, Québec, H3B 2S2.
For further information, please contact Osisko Gold Royalties Ltd:
Sandeep Singh
President
Tel. (514) 940-0670
ssingh@osiskogr.com
Notes:
(1) GEOs are calculated on a quarterly basis and include royalties, streams and offtakes. Silver earned from royalty and stream agreements was converted to gold equivalent ounces by multiplying the silver ounces by the average silver price for the period and dividing by the average gold price for the period. Diamonds, other metals and cash royalties were converted into gold equivalent ounces by dividing the associated revenue by the average gold price for the period. Offtake agreements were converted using the financial settlement equivalent divided by the average gold price for the period.
Average Metal Prices and Exchange Rate
| Three months ended<br><br> <br>December 31, | Year ended<br><br> <br>December 31, | ||||
|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | ||
| Gold^(i)^ | $1,481 | 1,226 | $1,393 | $1,268 | |
| Silver^(ii)^ | $17.32 | 14.54 | $16.21 | $15.70 | |
| Exchange rate (US$/Can$)^(iii)^ | 1.3200 | 1.3204 | 1.3269 | 1.2957 |
All values are in US Dollars.
(i) The London Bullion Market Association's pm price in U.S. dollars.
(ii) The London Bullion Market Association's price in U.S. dollars.
(iii) Bank of Canada daily rate.
(2) "Adjusted earnings" and "Adjusted earnings per basic share" are not recognized measures under the International Financial Reporting Standards ("IFRS"). Refer to the non-IFRS measures provided under the Non-IFRS Financial Performance Measures section of the Management's Discussion and Analysis for the year ended December 31, 2019.
(3) Cash operating margin, which represents revenues less cost of sales, is a non-IFRS measure. The Company believes that this non-IFRS generally accepted industry measure provides a realistic indication of operating performance and provides a useful comparison with its peers. The following table reconciles the cash margin to the revenues and cost of sales presented in the consolidated statements of income and related notes:
| (In thousands of dollars) | Three months ended December 31, | Years endedDecember 31, | ||||||
|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |||||
| **** | **** | **** | **** | |||||
| Revenues | 51,032 | 115,337 | 392,599 | 490,472 | ||||
| Less: Revenues from offtake interests | (12,112 | ) | (84,599 | ) | (252,477 | ) | (362,905 | ) |
| Revenues from royalty and stream interests | 38,920 | 30,738 | 140,122 | 127,567 | ||||
| Cost of sales | (15,265 | ) | (86,600 | ) | (262,881 | ) | (371,305 | ) |
| Less: Cost of sales of offtake interests | 11,720 | 83,659 | 249,172 | 357,879 | ||||
| Cost of sales of royalty and stream interests | (3,545 | ) | (2,941 | ) | (13,709 | ) | (13,426 | ) |
| Revenues from royalty and stream interests | 38,920 | 30,738 | 140,122 | 127,567 | ||||
| Less: Cost of sales of royalty and stream interests | (3,545 | ) | (2,941 | ) | (13,709 | ) | (13,426 | ) |
| Cash margin from royalty and stream interests | 35,375 | 27,797 | 126,413 | 114,141 | ||||
| **** | **** | **** | **** | **** | ||||
| **** | 90.9% | 90.4% | 90.2% | 89.5% | ||||
| **** | **** | **** | **** | **** | ||||
| Revenues from offtake interests | 12,112 | 84,599 | 252,477 | 362,905 | ||||
| Less: Cost of sales of offtake interests | (11,720 | ) | (83,659 | ) | (249,172 | ) | (357,879 | ) |
| Cash margin from offtake interests | 392 | 940 | 3,305 | 5,026 | ||||
| **** | **** | **** | **** | **** | ||||
| **** | 3.2% | 1.1% | 1.3% | 1.4% |
All values are in US Dollars.
Forward-looking Statements
This news release contains forward-looking information and forward-looking statements (together, "forward-looking statements") within the meaning of applicable Canadian securities laws and the United States Private Securities Litigation Reform Act of 1995. All statements in this release, other than statements of historical fact, that address future events, developments or performance that Osisko expects to occur including management's expectations regarding Osisko's growth, results of operations, estimated future revenue, requirements for additional capital, production estimates, production costs and revenue, business prospects and opportunities are forward-looking statements. In addition, statements relating to gold equivalent ounces ("GEOs") are forward-looking statements, as they involve implied assessment, based on certain estimates and assumptions, and no assurance can be given that the GEOs will be realized. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "is expected" "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential", "scheduled" and similar expressions or variations (including negative variations of such words and phrases), or may be identified by statements to the effect that certain actions, events or conditions "will", "would", "may", "could" or "should" occur including, without limitation, the performance of the assets of Osisko, the estimate of GEOs to be received in 2020, that sufficient funding will be available to fund work at the Cariboo Project, that significant value will be created within the accelerator group of companies and Osisko's ability to seize future opportunities. Although Osisko believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements involve known and unknown risks, uncertainties and other factors and are not guarantees of future performance and actual results may accordingly differ materially from those in forward-looking statements. Factors that could cause the actual results deriving from Osisko's royalties, streams and other interests to differ materially from those in forward-looking statements include, without limitation: influence of political or economic factors including fluctuations in the prices of the commodities and in value of the Canadian dollar relative to the U.S. dollar, continued availability of capital and financing and general economic, market or business conditions; regulations and regulatory changes in national and local government, including permitting and licensing regimes and taxation policies; whether or not Osisko is determined to have "passive foreign investment company" ("PFIC") status as defined in Section 1297 of the United States Internal Revenue Code of 1986, as amended; potential changes in Canadian tax treatments of offshore streams or other interests, litigation, title, permit or license disputes; risks and hazards associated with the business of exploring, development and mining on the properties in which Osisko holds a royalty, stream or other interest including, but not limited to development, permitting, infrastructure, operating or technical difficulties, unusual or unexpected geological and metallurgical conditions, slope failures or cave-ins, flooding and other natural disasters or civil unrest, rate, grade and timing of production differences from mineral resource estimates or production forecasts or other uninsured risks; risk related to business opportunities that become available to, or are pursued by Osisko and exercise of third party rights affecting proposed investments. The forward-looking statements contained in this press release are based upon assumptions management believes to be reasonable, including, without limitation: the ongoing operation of the properties in which Osisko holds a royalty, stream or other interest by the owners or operators of such properties in a manner consistent with past practice; the accuracy of public statements and disclosures made by the owners or operators of such underlying properties; no material adverse change in the market price of the commodities that underlie the asset portfolio; Osisko's ongoing income and assets relating to the determination of its PFIC status, no material changes to existing tax treatments; no adverse development in respect of any significant property in which Osisko holds a royalty, stream or other interest; the accuracy of publicly disclosed expectations for the development of underlying properties that are not yet in production; and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended. However, 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. Investors are cautioned that forward-looking statements are not guarantees of future performance. Osisko cannot assure investors that actual results will be consistent with these forward-looking statements and investors should not place undue reliance on forward-looking statements due to the inherent uncertainty therein.
For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this press release, see the section entitled "Risk Factors" in the most recent Annual Information Form of Osisko which is filed with the Canadian securities commissions and available electronically under Osisko's issuer profile on SEDAR at www.sedar.com and with the U.S. Securities and Exchange Commission on EDGAR at www.sec.gov*. The forward-looking information set forth herein reflects Osisko's expectations as at the date of this press release and is subject to change after such date. Osisko disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.*
| **** | December 31, | December 31, | |
|---|---|---|---|
| **** | 2019 | 2018 | |
| **** | $ | ||
| **** | |||
| Assets | |||
| **** | |||
| Current assets | |||
| **** | |||
| Cash | 108,223 | 174,265 | |
| Short-term investments | 20,704 | 10,000 | |
| Amounts receivable | 6,330 | 12,321 | |
| Other assets | 5,172 | 1,015 | |
| 140,429 | 197,601 | ||
| Non-current assets | |||
| Investments in associates | 103,640 | 304,911 | |
| Other investments | 67,886 | 109,603 | |
| Royalty, stream and other interests | 1,130,512 | 1,414,668 | |
| Mining interests and plant and equipment | 343,693 | 189 | |
| Exploration and evaluation | 42,949 | 95,002 | |
| Goodwill | 111,204 | 111,204 | |
| Other assets | 6,940 | 1,468 | |
| 1,947,253 | 2,234,646 | ||
| **** | |||
| Liabilities | |||
| **** | |||
| Current liabilities | |||
| Accounts payable and accrued liabilities | 18,772 | 11,732 | |
| Dividends payable | 7,874 | 7,779 | |
| Provisions and other liabilities | 1,289 | 3,494 | |
| 27,935 | 23,005 | ||
| Non-current liabilities | |||
| **** | |||
| Long-term debt | 349,042 | 352,769 | |
| Provisions and other liabilities | 29,365 | - | |
| Deferred income taxes | 47,465 | 87,277 | |
| 453,807 | 463,051 | ||
| Equity | |||
| Share capital | 1,656,350 | 1,609,162 | |
| Warrants | 18,072 | 30,901 | |
| Contributed surplus | 37,642 | 21,230 | |
| Equity component of convertible debentures | 17,601 | 17,601 | |
| Accumulated other comprehensive income | 13,469 | 23,499 | |
| Retained earnings (deficit) | (249,688 | ) | 69,202 |
| 1,493,446 | 1,771,595 | ||
| 1,947,253 | 2,234,646 |
All values are in US Dollars.
| **** | Three months endedDecember 31, | Years endedDecember 31, | ||||||
|---|---|---|---|---|---|---|---|---|
| **** | 2019 | 2018 | 2019 | 2018 | ||||
| **** | ||||||||
| **** | ||||||||
| **** | ||||||||
| Revenues | 51,032 | 115,337 | 392,599 | 490,472 | ||||
| **** | ||||||||
| Cost of sales | (15,265 | ) | (86,600 | ) | (262,881 | ) | (371,305 | ) |
| Depletion of royalty, stream and other interests | (11,843 | ) | (12,975 | ) | (47,009 | ) | (52,612 | ) |
| Gross profit | 23,924 | 15,762 | 82,709 | 66,555 | ||||
| **** | ||||||||
| Other operating expenses | **** | |||||||
| General and administrative | (8,648 | ) | (4,912 | ) | (23,682 | ) | (18,156 | ) |
| Business development | (1,223 | ) | (805 | ) | (6,122 | ) | (4,525 | ) |
| Exploration and evaluation | (52 | ) | (55 | ) | (191 | ) | (183 | ) |
| Gain on disposal of stream and offtake interests | - | 9,094 | 7,636 | 9,094 | ||||
| Impairment of assets | (143,876 | ) | (166,316 | ) | (243,576 | ) | (166,316 | ) |
| Operating loss | (129,875 | ) | (147,232 | ) | (183,226 | ) | (113,531 | ) |
| Interest and dividend income | 1,449 | 897 | 4,632 | 4,756 | ||||
| Finance costs | (6,166 | ) | (6,708 | ) | (23,548 | ) | (25,999 | ) |
| Foreign exchange gain (loss) | (755 | ) | 362 | (1,859 | ) | 454 | ||
| Share of loss of associates | (7,521 | ) | (2,455 | ) | (22,209 | ) | (9,013 | ) |
| Other gains (losses), net | (32,081 | ) | 1,018 | (48,385 | ) | 2,598 | ||
| Loss before income taxes | (174,949 | ) | (154,118 | ) | (274,595 | ) | (140,735 | ) |
| Income tax recovery | 19,774 | 40,236 | 40,400 | 35,148 | ||||
| Net loss | (155,175 | ) | (113,882 | ) | (234,195 | ) | (105,587 | ) |
| **** | ||||||||
| Net loss per share | ||||||||
| Basic and diluted | (1.04 | ) | (0.73 | ) | (1.55 | ) | (0.67 | ) |
All values are in US Dollars.
| **** | Three months ended December 31 | Years endedDecember 31, | ||||||
|---|---|---|---|---|---|---|---|---|
| **** | 2019 | 2018 | 2019 | 2018 | ||||
| **** | ||||||||
| **** | ||||||||
| Operating activities | ||||||||
| Net loss | (155,175 | ) | (113,882 | ) | (234,195 | ) | (105,587 | ) |
| Adjustments for: | ||||||||
| Share-based compensation | 2,047 | 2,241 | 8,320 | 5,791 | ||||
| Depletion and amortization | 12,157 | 13,020 | 48,270 | 52,786 | ||||
| Finance costs | 1,870 | 1,793 | 7,161 | 6,864 | ||||
| Gain on disposal of stream and offtake interests | - | (9,094 | ) | (7,636 | ) | (9,094 | ) | |
| Impairment of assets | 148,600 | 166,316 | 248,300 | 166,316 | ||||
| Impairment of an investment in associate | - | - | 12,500 | - | ||||
| Share of loss of associates | 7,521 | 2,455 | 22,209 | 9,013 | ||||
| Net gain on acquisition of investments | (378 | ) | (26 | ) | (1,006 | ) | (1,934 | ) |
| Net loss (gain) on disposal of investments | 24,255 | - | 27,391 | (6,956 | ) | |||
| Net loss (gain) on dilution of investments in associates | 3,790 | (1,798 | ) | 3,687 | (1,545 | ) | ||
| Change in fair value of financial assets at fair value through profit and loss | (310 | ) | 806 | 1,089 | 7,837 | |||
| Deferred income tax recovery | (19,930 | ) | (40,454 | ) | (41,197 | ) | (35,970 | ) |
| Foreign exchange loss (gain) | 756 | (385 | ) | 1,901 | 179 | |||
| Settlement of deferred and restricted share units | - | (30 | ) | (589 | ) | (3,117 | ) | |
| Other | 40 | 52 | 173 | 194 | ||||
| Net cash flows provided by operating activities before changes in non-cash working capital items | 25,243 | 21,014 | 96,378 | 84,777 | ||||
| Changes in non-cash working capital items | (8,039 | ) | (2,455 | ) | (4,780 | ) | (2,619 | ) |
| Net cash flows provided by operating activities | 17,204 | 18,559 | 91,598 | 82,158 | ||||
| **** | ||||||||
| Investing activities | ||||||||
| Acquisition of short-term investments | (13,753 | ) | - | (39,597 | ) | (10,000 | ) | |
| Cash acquired through the acquisition of Barkerville | 8,312 | - | 8,312 | - | ||||
| Transaction fees paid on acquisition of Barkerville | (1,513 | ) | - | (1,513 | ) | - | ||
| Acquisition of investments | (14,919 | ) | (9,989 | ) | (62,815 | ) | (104,746 | ) |
| Proceeds on disposal of investments | 220 | - | 130,128 | 27,043 | ||||
| Acquisition of royalty and stream interests | (6,344 | ) | (48,131 | ) | (77,814 | ) | (141,101 | ) |
| Proceeds on sale of royalty and stream interests | 13,834 | 159,383 | 57,016 | 159,383 | ||||
| Mining interests and plant and equipment | (5,718 | ) | (13 | ) | (6,321 | ) | (105 | ) |
| Exploration and evaluation tax credits, net of expenses | 85 | 688 | 166 | 3,891 | ||||
| Net cash flows provided by (used in) investing activities | (19,796 | ) | 101,938 | 7,562 | (65,635 | ) | ||
| **** | ||||||||
| Financing activities | ||||||||
| Exercise of share options and shares issued under the share purchase plan | 69 | 86 | 21,783 | 358 | ||||
| Increase in long-term debt | - | - | 19,772 | - | ||||
| Repayment of long-term debt | - | (71,655 | ) | (30,000 | ) | (123,475 | ) | |
| Common shares acquired and cancelled through a share repurchase | - | - | (129,486 | ) | - | |||
| Normal course issuer bid purchase of common shares | (1,632 | ) | (9,257 | ) | (13,533 | ) | (31,243 | ) |
| Dividends paid | (6,917 | ) | (6,410 | ) | (27,455 | ) | (27,809 | ) |
| Other | (2,587 | ) | (412 | ) | (2,991 | ) | (977 | ) |
| Net cash flows used in financing activities | (11,067 | ) | (87,648 | ) | (161,910 | ) | (183,146 | ) |
| Increase (decrease) in cash before effects of exchange rate changes on cash | (13,659 | ) | 32,849 | (62,750 | ) | (166,623 | ) | |
| Effects of exchange rate changes on cash | (1,820 | ) | 4,228 | (3,292 | ) | 7,183 | ||
| Decrease in cash | (15,479 | ) | 37,077 | (66,042 | ) | (159,440 | ) | |
| Cash - Beginning of period | 123,702 | 137,188 | 174,265 | 333,705 | ||||
| Cash - End of period | 108,223 | 174,265 | 108,223 | 174,265 |
All values are in US Dollars.