OR Royalties Inc 6-K, filed Feb 24, 2023
OR Royalties Inc. (OR)
About this 6-K
OR Royalties Inc filed this 6-K on February 24, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2023
Commission File Number: 001-37814
OSISKO GOLD ROYALTIES LTD
(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 23, 2023 | By: | /s/ André Le Bel |
| André Le Bel | ||
| Title: | Vice President, Legal Affairs and Corporate Secretary |
OSISKO GOLD ROYALTIES LTD
. . . . . . . . . . . . . . . . . .
Consolidated Financial Statements
For the years
ended
December 31, 2022 and 2021
|
Osisko Gold Royalties Ltd Consolidated 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, 2022. 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, 2022.
The effectiveness of the Company's internal control over financial reporting as at December 31, 2022 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is located on the next pages.
|
(signed) Sandeep Singh |
(signed) Frédéric Ruel |
|
President, Chief Executive Officer and Director |
Vice President, Finance and Chief Financial Officer |
February 23, 2023
2
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, 2022 and 2021, and the related consolidated statements of loss, comprehensive loss, changes in equity and cash flows 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, 2022, 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, 2022 and 2021, and its financial performance and its cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, 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.
PricewaterhouseCoopers LLP
1250 René-Lévesque Boulevard West, Suite 2500, Montréal, Quebec, Canada H3B 4Y1
T: +1 514 205 5000, F: +1 514 876 1502
"PwC" refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.
3
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. 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.
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 matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
4
Assessment of impairment indicators of royalty, stream and other interests
As described in Notes 3, 5 and 11 to the consolidated financial statements, the Company's royalty, stream and other interests carrying amount was $1,378 million as of December 31, 2022. 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 interests level for each property from which cash inflows are generated. Management uses judgement when assessing whether there are indicators of impairment, including a significant change in mineral reserve and resources, significant negative industry or economic trends, significantly lower production than expected, a significant change 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) the judgement by management when assessing whether there were indicators of impairment which would require a formal impairment test to be performed; and (ii) a high degree of auditor judgement, subjectivity and effort in performing procedures to evaluate audit evidence related to management's assessment of impairment indicators related to a significant change in mineral reserve and resources, significant negative industry or economic trends, significantly lower production than expected, a significant change 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, related to a significant change in mineral reserve and resources, significant negative industry or economic trends, significantly lower production than expected, a significant change in current or forecast commodity prices and other relevant operator and financial information by considering (i) current and past performance of royalty, stream and other interests; (ii) consistency with external market and industry data; (iii) publicly disclosed or other relevant information of operators of royalty, stream and other interests; and (iv) consistency with evidence obtained in other areas of the audit.
/s/PricewaterhouseCoopers LLP1
Montréal, Canada
February 23, 2023
We have served as the Company's auditor since 2006.
1 CPA auditor, public accountancy permit No. A123475
5
|
Osisko Gold Royalties Ltd |
|
(tabular amounts expressed in thousands of Canadian dollars) |
| December 31, | December 31, | ||||||
| 2022 | 2021 | ||||||
| Notes | $ | $ | |||||
| Assets | |||||||
| Current assets | |||||||
| Cash | 6 | 90,548 | 115,698 | ||||
| Amounts receivable | 7 | 11,700 | 14,691 | ||||
| Inventories | 8 | - | 18,596 | ||||
| Other assets | 8 | 2,546 | 3,941 | ||||
| 104,794 | 152,926 | ||||||
| Non-current assets | |||||||
| Investments in associates | 9 | 319,763 | 125,354 | ||||
| Other investments | 10 | 73,504 | 169,010 | ||||
| Royalty, stream and other interests | 11 | 1,378,253 | 1,154,801 | ||||
| Mining interests and plant and equipment | 12 | 6,947 | 635,655 | ||||
| Exploration and evaluation | 13 | - | 3,635 | ||||
| Goodwill | 14 | 111,204 | 111,204 | ||||
| Other assets | 8 | 1,836 | 18,037 | ||||
| 1,996,301 | 2,370,622 | ||||||
| Liabilities | |||||||
| Current liabilities | |||||||
| Accounts payable and accrued liabilities | 15 | 6,825 | 30,049 | ||||
| Dividends payable | 18 | 10,121 | 9,157 | ||||
| Provisions and other liabilities | 16 | 921 | 12,179 | ||||
| Current portion of long-term debt | 17 | - | 294,891 | ||||
| 17,867 | 346,276 | ||||||
| Non-current liabilities | |||||||
| Provisions and other liabilities | 16 | 6,701 | 60,334 | ||||
| Long-term debt | 17 | 147,950 | 115,544 | ||||
| Deferred income taxes | 21 | 86,572 | 68,407 | ||||
| 259,090 | 590,561 | ||||||
| Equity | |||||||
| Share capital | 18 | 2,076,070 | 1,783,689 | ||||
| Warrants | 19 | - | 18,072 | ||||
| Contributed surplus | 77,295 | 42,525 | |||||
| Equity component of convertible debentures | 17 | - | 14,510 | ||||
| Accumulated other comprehensive income | 47,435 | 58,851 | |||||
| Deficit | (463,589 | ) | (283,042 | ) | |||
| Equity attributable to Osisko Gold Royalties Ltd's shareholders | 1,737,211 | 1,634,605 | |||||
| Non-controlling interests | - | 145,456 | |||||
| Total equity | 1,737,211 | 1,780,061 | |||||
| 1,996,301 | 2,370,622 |
APPROVED ON BEHALF OF THE BOARD
| (signed) Sean Roosen, Executive Chair of the Board and Director | (signed) Joanne Ferstman, Director |
6
| Osisko Gold Royalties Ltd Consolidated Statements of Loss For the years ended December 31, 2022 and 2021 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
| 2022 | 2021 | ||||||
| Notes | $ | $ | |||||
| (Note 31) | (Note 31) | ||||||
| Revenues | 22 | 217,809 | 224,877 | ||||
| Cost of sales | 22 | (16,076 | ) | (37,646 | ) | ||
| Depletion | 11, 22 | (51,355 | ) | (48,361 | ) | ||
| Gross profit | 150,378 | 138,870 | |||||
| Other operating expenses | |||||||
| General and administrative | 22 | (20,216 | ) | (19,610 | ) | ||
| Business development | 22 | (5,375 | ) | (4,168 | ) | ||
| Impairment of royalty interests | 22 | (1,818 | ) | (2,938 | ) | ||
| Operating income | 122,969 | 112,154 | |||||
| Interest income | 9,767 | 4,292 | |||||
| Finance costs | (22,339 | ) | (23,838 | ) | |||
| Foreign exchange gain (loss) | 20,146 | (133 | ) | ||||
| Share of loss of associates | (1,863 | ) | (2,246 | ) | |||
| Other (losses) gains, net | 22 | (15,557 | ) | 12,324 | |||
| Earnings before income taxes | 113,123 | 102,553 | |||||
| Income tax expense | 21 | (27,838 | ) | (25,926 | ) | ||
| Net earnings from continuing operations | 85,285 | 76,627 | |||||
| Net loss from discontinued operations | 31 | (268,475 | ) | (133,302 | ) | ||
| Net loss | (183,190 | ) | (56,675 | ) | |||
| Net loss attributable to: | |||||||
| Osisko Gold Royalties Ltd's shareholders | (118,754 | ) | (23,554 | ) | |||
| Non-controlling interests | (64,436 | ) | (33,121 | ) | |||
| Net earnings per share from continuing operations attributable to Osisko Gold Royalties Ltd's shareholders | |||||||
| Basic and diluted | 24 | 0.47 | 0.46 | ||||
| Net loss per share attributable to Osisko Gold Royalties Ltd's shareholders | |||||||
| Basic and diluted | 24 | (0.66 | ) | (0.14 | ) |
7
|
Osisko Gold Royalties Ltd |
|
(tabular amounts expressed in thousands of Canadian dollars) |
| 2022 | 2021 | |||||
| $ | $ | |||||
| (Note 31) | (Note 31) | |||||
| Net loss | (183,190 | ) | (56,675 | ) | ||
| Other comprehensive (loss) income | ||||||
| Items that will not be reclassified to the consolidated statement of loss | ||||||
| Changes in fair value of financial assets at fair value through other comprehensive income | (43,486 | ) | 7,303 | |||
| Income tax effect | 4,324 | (471 | ) | |||
| Share of other comprehensive loss of associates | (1,368 | ) | (1,665 | ) | ||
| Items that may be reclassified to the consolidated statement of loss | ||||||
| Currency translation adjustments | 49,904 | (2,990 | ) | |||
| Deemed disposal of an investment in an associate Reclassification to the statements of loss of the other comprehensive income, net of income tax |
(294 | ) | - | |||
| Other comprehensive income | 9,080 | 2,177 | ||||
| Comprehensive loss | (174,110 | ) | (54,498 | ) | ||
| Comprehensive income (loss) attributable to Osisko Gold Royalties Ltd's shareholders: |
||||||
| From continuing operations | 88,988 | 82,292 | ||||
| From discontinued operations | (204,039 | ) | (100,181 | ) | ||
| Comprehensive loss attributable to: | ||||||
| Osisko Gold Royalties Ltd's shareholders | (115,051 | ) | (17,889 | ) | ||
| Non-controlling interests | (59,059 | ) | (36,609 | ) |
8
|
Osisko Gold Royalties Ltd |
|
(tabular amounts expressed in thousands of Canadian dollars) |
| 2022 | 2021 | ||||||
| Notes | $ | $ | |||||
| (Note 31) | (Note 31) | ||||||
| Operating activities | |||||||
| Net earnings from continuing operations | 85,285 | 76,627 | |||||
| Adjustments for: | |||||||
| Share-based compensation | 7,119 | 7,729 | |||||
| Depletion and amortization | 52,415 | 49,422 | |||||
| Impairment of assets | 4,179 | 5,050 | |||||
| Finance costs | 7,340 | 6,973 | |||||
| Share of loss of associates | 1,863 | 2,246 | |||||
| Net gain on acquisition of investments | (48 | ) | (7,416 | ) | |||
| Change in fair value of financial assets at fair value through profit and loss | 16,848 | (6,987 | ) | ||||
| Net gain on dilution of investments | (3,604 | ) | - | ||||
| Foreign exchange (gain) loss | (19,907 | ) | 186 | ||||
| Deferred income tax expense | 26,688 | 24,695 | |||||
| Other | 116 | 107 | |||||
| Net cash flows provided by operating activities before changes in non-cash working capital items | 178,294 | 158,632 | |||||
| Changes in non-cash working capital items | 25 | (3,231 | ) | (5,413 | ) | ||
| Net operating cash flows provided by continuing operations | 175,063 | 153,219 | |||||
| Net operating cash flows used by discontinued operations | 31 | (65,116 | ) | (47,124 | ) | ||
| Net cash flows provided by operating activities | 109,947 | 106,095 | |||||
| Investing activities | |||||||
| Net proceeds of short-term investments | 2,960 | 3,501 | |||||
| Acquisitions of investments | (12,472 | ) | (35,419 | ) | |||
| Proceeds from disposal of investments | - | 7,882 | |||||
| Acquisitions of royalty and stream interests | (124,209 | ) | (90,980 | ) | |||
| Cash balance of Osisko Development Corp. at the time of deconsolidation | 31 | (133,138 | ) | - | |||
| Other | (18 | ) | (40 | ) | |||
| Net investing cash flows used by continuing operations | (266,877 | ) | (115,056 | ) | |||
| Net investing cash flows used by discontinued operations | 31 | (114,984 | ) | (156,982 | ) | ||
| Net cash flows used in investing activities | (381,861 | ) | (272,038 | ) | |||
| Financing activities | |||||||
| Bought deal equity financing | 18 | 311,962 | - | ||||
| Share issue costs | 18 | (13,941 | ) | - | |||
| Increase in long-term debt | 17 | 147,833 | 50,000 | ||||
| Repayment of long-term debt | 17 | (413,120 | ) | (50,000 | ) | ||
| Exercise of share options and shares issued under the share purchase plan | 4,387 | 14,544 | |||||
| Normal course issuer bid purchase of common shares | 18 | (22,135 | ) | (30,791 | ) | ||
| Dividends paid | (37,929 | ) | (32,464 | ) | |||
| Capital payments on lease liabilities | (874 | ) | (834 | ) | |||
| Withholding taxes on settlement of restricted and deferred share units | (2,224 | ) | (3,715 | ) | |||
| Other | (555 | ) | (1,079 | ) | |||
| Net financing cash flows used by continuing operations | (26,596 | ) | (54,339 | ) | |||
| Net financing cash flows provided by discontinued operations | 31 | 245,833 | 34,738 | ||||
| Net cash flows provided by (used in) financing activities | 219,237 | (19,601 | ) | ||||
| Decrease in cash before effects of exchange rate changes | (52,677 | ) | (185,544 | ) | |||
| Effects of exchange rate changes on cash | |||||||
| Continuing operations | 21,008 | (920 | ) | ||||
| Discontinued operations | 31 | 6,519 | (362 | ) | |||
| Net decrease in cash | (25,150 | ) | (186,826 | ) | |||
| Cash - January 1 | 115,698 | 302,524 | |||||
| Cash - December 31 | 6 | 90,548 | 115,698 |
Additional information on the consolidated statements of cash flows is presented in Note 25.
9
|
Osisko Gold Royalties Ltd |
|
(tabular amounts expressed in thousands of Canadian dollars) |
| Equity attributed to Osisko Gold Royalties Ltd's shareholders | |||||||||||||||||||||||||||||||
| Number of | Equity | Accumulated | |||||||||||||||||||||||||||||
| common | Warrants | component of | other | Non- | |||||||||||||||||||||||||||
| shares | Share | Contributed | convertible | comprehensive | controlling | ||||||||||||||||||||||||||
| Notes | outstanding | capital | surplus | debentures | Income (i) | Deficit | Total | interests | Total | ||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Balance - January 1, 2022 | 166,493,597 | 1,783,689 | 18,072 | 42,525 | 14,510 | 58,851 | (283,042 | ) | 1,634,605 | 145,456 | 1,780,061 | ||||||||||||||||||||
| Net loss | - | - | - | - | - | - | (118,754 | ) | (118,754 | ) | (64,436 | ) | (183,190 | ) | |||||||||||||||||
| Other comprehensive income | - | - | - | - | - | 3,703 | - | 3,703 | 5,377 | 9,080 | |||||||||||||||||||||
| Comprehensive income (loss) | - | - | - | - | - | 3,703 | (118,754 | ) | (115,051 | ) | (59,059 | ) | (174,110 | ) | |||||||||||||||||
| Bought deal financing | 18 | 18,600,000 | 311,962 | - | - | - | - | - | 311,962 | - | 311,962 | ||||||||||||||||||||
| Share issue costs, net of income taxes of $3.7 million | 18 | - | (10,247 | ) | - | - | - | - | - | (10,247 | ) | - | (10,247 | ) | |||||||||||||||||
| Net investments from minority shareholders | 31 | - | - | - | - | - | - | - | - | 210,360 | 210,360 | ||||||||||||||||||||
| Acquisition of Tintic by Osisko Development Corp. | 31 | - | - | - | - | - | - | - | - | 109,657 | 109,657 | ||||||||||||||||||||
| Effect of changes in ownership of a subsidiary on non-controlling interest | - | - | - | - | - | - | (32,184 | ) | (32,184 | ) | 32,184 | - | |||||||||||||||||||
| Dividends declared | - | - | - | - | - | - | (40,573 | ) | (40,573 | ) | - | (40,573 | ) | ||||||||||||||||||
| Shares issued - Dividends reinvestment plan | 118,639 | 1,680 | - | - | - | - | - | 1,680 | - | 1,680 | |||||||||||||||||||||
| Shares issued - Employee share purchase plan | 20,383 | 303 | - | - | - | - | - | 303 | - | 303 | |||||||||||||||||||||
| Share options - Share-based compensation | - | - | - | 2,827 | - | - | - | 2,827 | 2,487 | 5,314 | |||||||||||||||||||||
| Share options exercised | 309,749 | 5,280 | - | (1,080 | ) | - | - | - | 4,200 | - | 4,200 | ||||||||||||||||||||
| Restricted share units to be settled in common shares: | |||||||||||||||||||||||||||||||
| Share-based compensation | - | - | - | 3,361 | - | - | - | 3,361 | 1,383 | 4,744 | |||||||||||||||||||||
| Settlement | 160,043 | 1,919 | - | (3,747 | ) | - | - | (416 | ) | (2,244 | ) | 270 | (1,974 | ) | |||||||||||||||||
| Income tax impact | - | - | - | 76 | - | - | - | 76 | - | 76 | |||||||||||||||||||||
| Deferred share units to be settled in common shares: | |||||||||||||||||||||||||||||||
| Share-based compensation | - | - | - | 1,075 | - | - | - | 1,075 | 462 | 1,537 | |||||||||||||||||||||
| Settlement | 29,975 | 395 | - | (407 | ) | - | - | - | (12 | ) | 95 | 83 | |||||||||||||||||||
| Income tax impact | - | - | - | 83 | - | - | - | 83 | - | 83 | |||||||||||||||||||||
| Normal course issuer bid purchase of common shares | 18 | (1,694,658 | ) | (18,911 | ) | - | - | - | - | (3,224 | ) | (22,135 | ) | - | (22,135 | ) | |||||||||||||||
| Warrants expired unexercised | 19 | - | - | (18,072 | ) | 18,072 | - | - | - | - | - | - | |||||||||||||||||||
| Maturity of convertible debentures - equity component | 17 | - | - | - | 14,510 | (14,510 | ) | - | - | - | - | - | |||||||||||||||||||
| Transfer of realized gain on financial assets at fair value through other comprehensive income, net of income taxes | - | - | - | - | - | (14,604 | ) | 14,604 | - | - | - | ||||||||||||||||||||
| Deconsolidation of Osisko Development Corp. | 31 | - | - | - | - | - | (515 | ) | - | (515 | ) | (443,295 | ) | (443,810 | ) | ||||||||||||||||
| Balance - December 31, 2022 | 184,037,728 | 2,076,070 | - | 77,295 | - | 47,435 | (463,589 | ) | 1,737,211 | - | 1,737,211 | ||||||||||||||||||||
(i) As at December 31, 2022, accumulated other comprehensive income comprises items that will not be recycled to the consolidated statements of loss amounting to ($9.8 million) and items that may be recycled to the consolidated statements of loss amounting to $57.2 million.
10
| Osisko Gold Royalties Ltd Consolidated Statement of Changes in Equity For the year ended December 31, 2021 |
| (tabular amounts expressed in thousands of Canadian dollars) |
| Equity attributed to Osisko Gold Royalties Ltd's shareholders | |||||||||||||||||||||||||||||||
| Number of | Equity | Accumulated | |||||||||||||||||||||||||||||
| common | Warrants | component of | other | Non- | |||||||||||||||||||||||||||
| shares | Share | Contributed | convertible | comprehensive | controlling | ||||||||||||||||||||||||||
| Notes | outstanding | capital | surplus | debentures | Income (i) | Deficit | Total | interests | Total | ||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Balance - January 1, 2021 | 166,647,932 | 1,776,629 | 18,072 | 41,570 | 17,601 | 48,951 | (174,458 | ) | 1,728,365 | 112,667 | 1,841,032 | ||||||||||||||||||||
| Net loss | - | - | - | - | - | - | (23,554 | ) | (23,554 | ) | (33,121 | ) | (56,675 | ) | |||||||||||||||||
| Other comprehensive income (loss) | - | - | - | - | - | 5,665 | - | 5,665 | (3,488 | ) | 2,177 | ||||||||||||||||||||
| Comprehensive income (loss) | - | - | - | - | - | 5,665 | (23,554 | ) | (17,889 | ) | (36,609 | ) | (54,498 | ) | |||||||||||||||||
| Net investments from minority shareholders | 31 | - | - | - | - | - | - | - | - | 27,314 | 27,314 | ||||||||||||||||||||
| Effect of changes in ownership of a subsidiary on non-controlling interest | - | - | - | - | - | - | (36,482 | ) | (36,482 | ) | 36,482 | - | |||||||||||||||||||
| Dividends declared | - | - | - | - | - | - | (35,085 | ) | (35,085 | ) | - | (35,085 | ) | ||||||||||||||||||
| Shares issued - Dividends reinvestment plan | 120,523 | 1,821 | - | - | - | - | - | 1,821 | - | 1,821 | |||||||||||||||||||||
| Shares issued - Employee share purchase plan | 20,496 | 311 | - | - | - | - | - | 311 | - | 311 | |||||||||||||||||||||
| Share options - Share-based compensation | - | - | - | 3,636 | - | - | - | 3,636 | 2,315 | 5,951 | |||||||||||||||||||||
| Share options exercised | 1,043,903 | 18,069 | - | (3,720 | ) | - | - | - | 14,349 | - | 14,349 | ||||||||||||||||||||
| Restricted share units to be settled in common shares: | |||||||||||||||||||||||||||||||
| Share-based compensation | - | - | - | 3,527 | - | - | - | 3,527 | 1,858 | 5,385 | |||||||||||||||||||||
| Settlement | 215,851 | 2,605 | - | (5,113 | ) | - | - | (671 | ) | (3,179 | ) | - | (3,179 | ) | |||||||||||||||||
| Income tax impact | - | - | - | (184 | ) | - | - | - | (184 | ) | 82 | (102 | ) | ||||||||||||||||||
| Deferred share units to be settled in common shares: | |||||||||||||||||||||||||||||||
| Share-based compensation | - | - | - | 1,162 | - | - | - | 1,162 | 1,259 | 2,421 | |||||||||||||||||||||
| Settlement | 30,849 | 625 | - | (1,349 | ) | - | - | (237 | ) | (961 | ) | - | (961 | ) | |||||||||||||||||
| Income tax impact | - | - | - | (95 | ) | - | - | - | (95 | ) | 88 | (7 | ) | ||||||||||||||||||
| Normal course issuer bid purchase of common shares | 18 | (2,103,366 | ) | (22,471 | ) | - | - | - | - | (8,320 | ) | (30,791 | ) | - | (30,791 | ) | |||||||||||||||
| Deemed issuance of Osisko shares | 9 | 517,409 | 6,100 | - | - | - | - | - | 6,100 | - | 6,100 | ||||||||||||||||||||
| Maturity of convertible debenture - equity component | 17 | - | - | - | 3,091 | (3,091 | ) | - | - | - | - | - | |||||||||||||||||||
| Transfer of realized loss on financial assets at fair value through other comprehensive income, net of income taxes | - | - | - | - | - | 4,235 | (4,235 | ) | - | - | - | ||||||||||||||||||||
| Balance - December 31, 2021 | 166,493,597 | 1,783,689 | 18,072 | 42,525 | 14,510 | 58,851 | (283,042 | ) | 1,634,605 | 145,456 | 1,780,061 | ||||||||||||||||||||
(i) As at December 31, 2021, accumulated other comprehensive income comprises items that will not be recycled to the consolidated statements of loss amounting to $33.7 million and items that may be recycled to the consolidated statements of loss amounting to $25.1 million.
11
|
Osisko Gold Royalties Ltd |
|
(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. 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 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. The Company's cornerstone asset is a 5% net smelter return ("NSR") royalty on the Canadian Malartic mine, located in Canada.
2. Basis of presentation
The accompanying consolidated financial statements have been prepared in accordance with 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 the amendments to IAS 16 (Note 4). The Board of Directors approved these consolidated financial statements for issue on February 23, 2023.
3. 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) 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 deconsolidated from the date that control ceases. Accounting policies of subsidiaries are consistent with the policies adopted by Osisko Gold Royalties Ltd.
The principal subsidiaries of the Company, their geographic locations and their related participation at December 31, 2022 and 2021 were as follows:
As at December 31, 2022:
| Entity | Jurisdiction | Participation | Functional currency |
| Osisko Bermuda Limited | Bermuda | 100% | United States dollar |
| Osisko Mining (USA) Inc. | Delaware | 100% | United States dollar |
| As at December 31, 2021: | |||
| Entity | Jurisdiction | Participation | Functional currency |
| Osisko Bermuda Limited | Bermuda | 100% | United States dollar |
| Osisko Mining (USA) Inc. | Delaware | 100% | United States dollar |
| Osisko Development Corp. (i) | Québec | 75.1% | Canadian dollar |
(i) Osisko Development Corp. ("Osisko Development") ceased to be consolidated as of September 30, 2022 (Note 31).
12
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Osisko Gold Royalties Ltd |
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(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
3. Significant accounting policies (continued)
c) 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 and some of its subsidiaries.
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 income or loss.
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 income or 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.
d) 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 acceptable valuation techniques.
13
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Osisko Gold Royalties Ltd |
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(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
3. Significant accounting policies (continued)
(i) Financial assets
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.
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 or loss. Cumulative gains and losses are transferred from accumulated other comprehensive income or loss to retained earnings upon derecognition of the investment.
(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.
14
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Osisko Gold Royalties Ltd |
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(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
3. Significant accounting policies (continued)
d) Financial instruments (continued)
The Company has classified its financial instruments as follows:
| Category | Financial instrument |
| Financial assets at amortized cost | Cash |
| Notes and loans receivable Revenues receivable from royalty, stream and other interests Interest income receivable Amounts receivable from associates and other receivables Reclamation deposits (i) |
|
| 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 Equipment financings (i) |
i) Related exclusively to Osisko Development, which was deconsolidated on September, 30, 2022 (Note 31).
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.
e) 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:
• Revenues receivable from royalty, stream and other interests; and
• Notes and loans receivable measured at amortized cost.
Amounts receivable
The Company applies the simplified approach permitted by IFRS 9 Financial instruments for revenues receivable from royalty, stream and other interests, amounts receivable from associates and other receivables, which requires lifetime expected credit losses to be recognized from initial recognition of the receivables.
15
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Osisko Gold Royalties Ltd |
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(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
3. Significant accounting policies (continued)
e) Impairment of financial assets (continued)
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.
f) Cash
Cash includes demand deposits held with banks.
g) 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. Such share of profits and losses takes into account the attribution of the price paid to the Company's share of the associate's underlying assets and liabilities. The Company's share of profits or losses is recognized in the consolidated statement of income or 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 income or 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 income or loss.
h) 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 accumulated impairment losses. The major categories of the Company's interests are i) producing, ii) development and iii) 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.
16
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Osisko Gold Royalties Ltd |
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(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
3. Significant accounting policies (continued)
h) Royalty, stream and other interests (continued)
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 or net loss.
At the end of each reporting period, royalty, stream and other interests are reviewed for any indicators of potential reversal of impairment previously booked.
i) 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 |
|
Right-of-use assets |
Shorter of useful life and lease term |
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 or losses, net in the consolidated statement of income or loss.
17
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Osisko Gold Royalties Ltd |
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(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
3. Significant accounting policies (continued)
j) 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 period end 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.
k) Current and deferred income tax
The tax expense for the period comprises current and deferred tax. Tax is recognized in the consolidated statement of income or 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.
18
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Osisko Gold Royalties Ltd |
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(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
3. Significant accounting policies (continued)
l) 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.
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 income or loss.
Transaction costs are distributed between liability and equity on a pro-rata basis of their carrying amounts.
m) 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.
n) 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.
o) Revenue recognition
Revenue comprises revenues from the sale of commodities received and revenues directly earned from royalty, stream and other interests.
For commodities received from royalty and stream agreements paid in-kind and subsequently sold, 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.
19
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Osisko Gold Royalties Ltd |
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(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
3. Significant accounting policies (continued)
p) Leases
The Company is committed to long-term lease agreements, mainly for office space (and mining equipment until the deconsolidation of Osisko Development (Note 31)).
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.
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.
q) Share-based compensation
Share option plan
The Company offers a share option plan to 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
The Company offers a deferred share units ("DSU") plan to its non-executive directors and a restricted share units ("RSU") plan to its officers, employees and consultants as part of their long-term compensation package, entitling them to receive a payment in the form of common shares, cash (based on the Osisko'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 granted by Osisko 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.
r) 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.
20
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Osisko Gold Royalties Ltd |
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(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
3. Significant accounting policies (continued)
s) Segment reporting
The operating segments are reported in a manner consistent with the internal reporting provided to the President and Chief Executive Officer (the "President and CEO") who fulfills the role of the chief operating decision-maker. The President and CEO is responsible for allocating resources and assessing performance of the Company's operating segments. Prior to the deconsolidation of Osisko Development on September 30, 2022 (Note 31), the President and CEO organized and managed the business under two operating segments: (i) acquiring and managing precious metals and other royalties, streams and other interests, and (ii) the exploration, evaluation and development of mining projects. Following the deconsolidation of Osisko Development, and the deemed disposal of the exploration, evaluation and development of mining projects segment, the President and CEO organizes and manages the business under a single operating segment, consisting of acquiring and managing precious metals and other royalties, streams and other interests.
Additional significant accounting policies, applicable solely to the discontinued operations, are described under Note 31.
4. New accounting standards and amendments
New accounting standard
Amendments to IAS 16 Property, plant and equipment
The IASB has made amendments to IAS 16 Property, plant and equipment, which are effective for financial years beginning on or after January 1, 2022. Proceeds from selling items before the related item of property, plant and equipment is available for use should be recognized in profit or loss, together with the costs of producing those items. Companies therefore need to distinguish between the costs associated with producing and selling items before the item of property, plant and equipment (pre-production revenue) is available for use and the costs associated with making the item of property, plant and equipment available for its intended use. For the sale of items that are not part of a company's ordinary activities, the amendments require to separately disclose the sales proceeds and related production cost recognized in profit or loss and specify the line items in which such proceeds and costs are included in the statement of comprehensive income or loss. An entity applies the amendments retrospectively only to items of property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after the beginning of the earliest period presented in the financial statements in which the entity first applies the amendments.
The Company has adopted the amendments of IAS 16 on January 1, 2022 and has applied them retroactively. The impacts of the adoption were solely related to the activities of Osisko Development, which were deconsolidated on September 30, 2022 and presented as discontinued operations (Note 31). As a result, the impacts of the adoption are only reflected in certain notes of the consolidated financial statements and are deemed to be immaterial.
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, 2022. These updates are not expected to have any significant impact on the Company and are therefore not discussed herein.
21
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Osisko Gold Royalties Ltd |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
5. Significant 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 judgements 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.
Significant 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.
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 (or reversal of impairment) analysis.
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 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 income or loss.
The Company performs an annual impairment test 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.
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(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
5. Significant accounting estimates and judgements (continued)
Significant judgements in applying the Company's accounting policies
Investee - control and significant influence
The assessment of whether the Company has control or significant influence over an investee requires the use of judgements when assessing factors that could give rise to control or significant influence. Factors which could lead to the conclusion of having control or significant influence over an investee include, but are not limited to, ownership percentage; representation on the board of directors; investment agreements between the investor and the investee; 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 control or significant influence over an investee would impact the accounting treatment of the investment in the investee.
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 royalty, stream and other interests on exploration and evaluation properties
Assessment of impairment and reversal of impairment of royalty, stream and other interests on exploration and evaluation properties requires the use of judgement when assessing whether there are any indicators that could give rise to the requirement to conduct a formal impairment or impairment reversal test on the Company's royalty, stream and other interests on exploration and evaluation properties. Factors which could trigger an impairment or impairment reversal review include, but are not limited to, an expiry of the right of the operator 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 not planned by the operator, 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 operator 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 royalty, stream and other interests 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 operator or its farmee; and a significant change in current or forecast commodity prices.
Changes in the judgements used in determining the fair value of the royalty, stream and other interests on exploration and evaluation properties could impact the impairment or impairment reversal analysis.
Impairment of development and producing royalty, stream and other interests and goodwill
Assessment of impairment and reversal of impairment of development and producing royalty, stream and other interests and goodwill requires the use of judgements when assessing whether there are any indicators that could give rise to the requirement to conduct a formal impairment or impairment reversal test on the Company's development and producing royalty, stream and other interests or goodwill. Factors which could trigger an impairment or impairment reversal review include, but are not limited to, a significant market value decline; net assets higher than the market capitalization; a significant change in mineral reserves and resources; significant negative industry or economic trends; interruptions in production activities; significantly lower production than expected and a significant change in current or forecast commodity prices and interest rates.
Changes in the judgements used in determining the fair value of the producing royalty, stream and other interests or goodwill could impact the impairment or impairment reversal analysis.
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(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
5. Significant accounting estimates and judgements (continued)
Significant judgements in applying the Company's accounting policies (continued)
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.
Additional significant accounting estimates and judgements, applicable solely to the discontinued operations, are described in Note 31.
6. Cash
As at December 31, 2022 and 2021, the consolidated cash position was as follows:
| Osisko Gold Royalties (i) | Osisko Development (ii), (iii) | Total | ||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||
| Cash held in Canadian dollars | 24,192 | 40,121 | - | 13,364 | 24,192 | 53,485 | ||||||||||||
| Cash held in U.S. dollars | 48,993 | 33,262 | - | 15,810 | 48,993 | 49,072 | ||||||||||||
| Cash held in U.S. dollars (Canadian equivalent) | 66,356 | 42,170 | - | 20,043 | 66,356 | 62,213 | ||||||||||||
| Total cash | 90,548 | 82,291 | - | 33,407 | 90,548 | 115,698 | ||||||||||||
(i) Excluding Osisko Development and its subsidiaries.
(ii) Osisko Development and its subsidiaries.
(iii) On September 30, 2022, the Company deconsolidated Osisko Development's cash balance of $133.1 million from its balance sheet (Note 31).
7. Amounts receivable
| December 31, | December 31, | |||||
| 2022 | 2021 | |||||
| $ | $ | |||||
| Revenues receivable from royalty, stream and other interests | 2,008 | 1,378 | ||||
| Interest income receivable | 8,834 | 4,655 | ||||
| Amounts receivable from associates (i) | 388 | 743 | ||||
| Sales taxes and exploration tax credits (ii) | 121 | 7,358 | ||||
| Other receivables | 349 | 557 | ||||
| 11,700 | 14,691 |
(i) Amounts receivable from associates are mainly related to professional services and office rent.
(ii) On December 31, 2021, exploration tax credits amounting to $6.4 million were related to Osisko Development's activities. On September 30, 2022, the Company deconsolidated Osisko Development (Note 31).
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(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
8. Inventories and other assets
| December 31, | December 31, | |||||
| 2022 | 2021 | |||||
| $ | $ | |||||
| Current | ||||||
| Ore in stockpiles (i), (ii) | - | 4,194 | ||||
| Gold-in-circuit and doré bars (i), (ii) | - | 9,751 | ||||
| Supplies and others (i) | - | 4,651 | ||||
| Total current inventories | - | 18,596 | ||||
| Prepaid expenses and deposits | 2,546 | 3,941 | ||||
| Total current other assets | 2,546 | 22,537 | ||||
Non-current |
||||||
| Sales taxes (iii) | - | 11,632 | ||||
| Deposits (reclamation and equipment) (i) | - | 4,619 | ||||
| Deferred financing fees | 1,836 | 1,786 | ||||
| Total non-current other assets | 1,836 | 18,037 |
(i) As at December 31, 2021, inventories and certain other assets were held by subsidiaries of Osisko Development and were related to the Bonanza Ledge Phase 2 and San Antonio projects. On September 30, 2022, the Company deconsolidated Osisko Development (Note 31).
(ii) As at December 31, 2021, the ore in stockpiles, gold-in-circuit and doré bars inventories were recorded at their net realizable value.
(iii) As at December 31, 2021, the non-current sales taxes were related to value added tax of Osisko Development in Mexico, for which the collection period was over one year.
9. Investments in associates
| 2022 | 2021 | |||||
| $ | $ | |||||
| Balance - January 1 | 125,354 | 119,219 | ||||
| Acquisitions | 2,361 | 4,478 | ||||
| Exercises of warrants | - | 1,437 | ||||
| Share of loss | (2,438 | ) | (3,950 | ) | ||
| Share of other comprehensive loss | (1,368 | ) | (1,665 | ) | ||
| Net gain on ownership dilution | 3,604 | 1,847 | ||||
| Gain on deemed disposal (i) | 11,854 | - | ||||
| Transfers to other investments (Note 10) (i) | (15,343 | ) | - | |||
| Deemed issuance of Osisko common shares held by an associate | - | 6,100 | ||||
| Impairments | (2,361 | ) | (2,112 | ) | ||
| Investments in associates held by Osisko Development and deconsolidated on September 30, 2022 (Note 31) |
(8,900 | ) | - | |||
| Reclassification of interest held by the Company in Osisko Development (Note 31) |
207,000 | - | ||||
| Balance - December 31 | 319,763 | 125,354 |
(i) In 2022, the gain on deemed disposal is related to an investment in an associate that was transferred to other investments as the Company has considered that it has lost its significant influence over the investee.
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(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
9. Investments in associates (continued)
Material investments
Osisko Development Corp.
Osisko Development is a Canadian gold exploration and development company focused on the acquisition, exploration and development of precious metals resource properties in North America. The main projects held by Osisko Development are the Cariboo gold project ("Cariboo") in British Columbia, Canada, the San Antonio gold project ("San Antonio") in Sonora, Mexico, and the Trixie property in Utah ("Trixie"), United States. Osisko owns a 5% NSR royalty on the Cariboo gold project, a 15% gold and silver stream on the San Antonio gold project and a 2.5% metals stream on the Trixie property.
As at December 31, 2022, the Company held 33,333,366 common shares representing a 44.1% interest in Osisko Development (75.1% as at December 31, 2021). Following the deconsolidation of Osisko Development as at September 30, 2022, the Company concluded that it exercises significant influence over Osisko Development and accounts for its investment using the equity method since October 1, 2022 (Note 31).
Osisko Mining Inc.
Osisko Mining is a Canadian gold exploration and development company focused on its Windfall gold project in Québec, Canada. Osisko holds a 2.0% - 3.0% NSR royalty on the Windfall gold project and a 1% NSR royalty on other properties held by Osisko Mining.
As at December 31, 2022, the Company holds 50,023,569 common shares representing a 14.4% interest in Osisko Mining (14.4% as at December 31, 2021). The Company concluded that it exercises significant influence over Osisko Development 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 Development (i),(ii) | Osisko Mining (i) | Osisko Metals (i),(iii) | ||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||
| Current assets | 168,104 | 61,425 | 175,012 | 185,307 | n/a | 5,659 | ||||||||||||
| Non-current assets | 839,811 | 641,699 | 796,242 | 664,544 | n/a | 89,006 | ||||||||||||
| Current liabilities | 53,275 | 41,854 | 28,244 | 31,440 | n/a | 2,676 | ||||||||||||
| Non-current liabilities | 160,802 | 77,068 | 230,200 | 109,502 | n/a | 1,607 | ||||||||||||
| Revenues | 47,801 | 4,681 | - | - | n/a | - | ||||||||||||
| Net loss | (184,016 | ) | (84,620 | ) | (2,947 | ) | (8,149 | ) | n/a | (4,618 | ) | |||||||
| Other comprehensive income (loss) | 14,927 | (12,846 | ) | (4,570 | ) | (9,816 | ) | n/a | (36 | ) | ||||||||
| Comprehensive loss | (169,089 | ) | (97,466 | ) | (7,517 | ) | (17,965 | ) | n/a | (4,654 | ) | |||||||
| Carrying value of investment (iv) | 207,000 | n/a | 99,714 | 98,885 | n/a | 13,470 | ||||||||||||
| Fair value of investment (iv) | 192,334 | n/a | 175,082 | 190,590 | n/a | 12,140 | ||||||||||||
(i) Information is for the reconstructed twelve months ended September 30, 2022 and 2021.
(ii) Osisko Development was deconsolidated and became a material associate on September 30, 2022 (Note 31).
(iii) Osisko Metals ceased to be a material associate in 2022.
(iv) As at December 31, 2022 and 2021.
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(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
9. Investments in associates (continued)
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:
| 2022 | 2021 | |||||
| $ | $ | |||||
| Aggregate amount of the Company's share of net loss | 456 | (583 | ) | |||
| Aggregate amount of the Company's share of other comprehensive loss | - | - | ||||
| Aggregate carrying value of investments (i) | 13,049 | 12,999 | ||||
| Aggregate fair value of investments (i) | 6,676 | 45,426 |
(i) As at December 31, 2022 and 2021.
10. Other investments
| 2022 | 2021 | |||||
| $ | $ | |||||
| Fair value through profit or loss (warrants and convertible instruments) | ||||||
| Balance - January 1 | 47,981 | 25,063 | ||||
| Acquisitions | 4,438 | 17,754 | ||||
| Exercises of warrants | (80 | ) | (1,122 | ) | ||
| Change in fair value | (17,236 | ) | 6,286 | |||
| Acquisition of Tintic by Osisko Development (Note 31) | (10,827 | ) | - | |||
| Foreign exchange revaluation impact | 50 | - | ||||
| Investments held by Osisko Development and deconsolidated on September 30, 2022 (Note 31) | (109 | ) | - | |||
| Balance - December 31 | 24,217 | 47,981 | ||||
| Fair value through other comprehensive (loss) income (common shares) | ||||||
| Balance - January 1 | 94,231 | 115,590 | ||||
| Acquisitions | 5,260 | 18,668 | ||||
| Exercises of warrants | - | 600 | ||||
| Transfer from associates (Note 9) | 15,343 | - | ||||
| Change in fair value | (43,486 | ) | 7,303 | |||
| Disposals | (21,634 | ) | (47,930 | ) | ||
| Investments held by Osisko Development deconsolidated on September 30, 2022 (Note 31) | (31,377 | ) | - | |||
| Balance - December 31 | 18,337 | 94,231 | ||||
| Amortized cost (notes) | ||||||
| Balance - January 1 | 26,798 | 16,861 | ||||
| Acquisitions | 5,175 | 12,849 | ||||
| Repayments | (2,960 | ) | (3,007 | ) | ||
| Foreign exchange revaluation impact | 1,937 | 95 | ||||
| Balance - December 31 | 30,950 | 26,798 | ||||
| Total | 73,504 | 169,010 |
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(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
10. Other investments (continued)
Other investments comprise common shares, warrants and convertible instruments, mostly from Canadian publicly traded companies, as well as loan receivables (notes) from two private companies, owning the Renard diamond mine and the Amulsar gold project (the loans related to the Amulsar gold project were written-off in full) (Note 26).
11. Royalty, stream and other interests
| Year ended December 31, 2022 |
||||||||||||
| Royalty interests |
Stream interests |
Offtake interests |
Total | |||||||||
| $ | $ | $ | $ | |||||||||
| Balance - January 1 | 703,113 | 438,032 | 13,656 | 1,154,801 | ||||||||
| Acquisitions | 123,359 | 850 | - | 124,209 | ||||||||
| Depletion | (27,362 | ) | (23,993 | ) | - | (51,355 | ) | |||||
| Impairment | (1,818 | ) | - | - | (1,818 | ) | ||||||
| Currency conversion adjustments | 8,282 | 21,149 | 932 | 30,363 | ||||||||
| Recognition of royalty and stream interests following the deconsolidation of Osisko Development (Note 31) | 73,501 | 48,552 | - | 122,053 | ||||||||
| Balance - December 31 | 879,075 | 484,590 | 14,588 | 1,378,253 | ||||||||
| Producing | ||||||||||||
| Cost | 634,058 | 566,348 | - | 1,200,406 | ||||||||
| Accumulated depletion and impairment | (423,634 | ) | (238,938 | ) | - | (662,572 | ) | |||||
| Net book value - December 31 | 210,424 | 327,410 | - | 537,834 | ||||||||
| Development | ||||||||||||
| Cost | 367,845 | 211,755 | 33,245 | 612,845 | ||||||||
| Accumulated depletion and impairment | (753 | ) | (55,252 | ) | (28,229 | ) | (84,234 | ) | ||||
| Net book value - December 31 | 367,092 | 156,503 | 5,016 | 528,611 | ||||||||
| Exploration and evaluation | ||||||||||||
| Cost | 304,685 | 677 | 9,572 | 314,934 | ||||||||
| Accumulated depletion and impairment | (3,126 | ) | - | - | (3,126 | ) | ||||||
| Net book value - December 31 | 301,559 | 677 | 9,572 | 311,808 | ||||||||
| Total net book value - December 31 | 879,075 | 484,590 | 14,588 | 1,378,253 | ||||||||
Main acquisitions - 2022
Copper NSR royalty - Marimaca copper project
In September 2022, Osisko acquired a 1.0% NSR royalty for US$15.5 million ($20.3 million) covering the currently known mineralization and prospective exploration areas that constitute the Marimaca copper project located in Antofagasta, Chile, owned and operated by Marimaca Copper Corp. As part of the transaction, Osisko has been granted certain rights including a right of first refusal with respect to any royalty, stream, or similar interest in connection with the financing of the Marimaca project.
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(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
11. Royalty, stream and other interests (continued)
Main acquisitions - 2022 (continued)
Copper-gold NSR royalty - Cascabel copper-gold project
In November 2022, Osisko acquired a 0.6% NSR royalty for US$50.0 million ($67.2 million) covering the entire 4,979 hectare Cascabel property, including the Alpala project, located in northeastern Ecuador and operated by SolGold plc ("SolGold"). Beginning in 2030 and until the end of 2039, Osisko will receive minimum annual payments under the royalty of US$4.0 million. SolGold shall have a right to buydown one-third of the NSR royalty percentage for 4 years.
Potential silver stream - CSA mine
In March 2022, Osisko Bermuda Limited ("Osisko Bermuda") entered into an agreement with Metals Acquisition Corp. ("MAC") with respect to a US$90.0 million silver stream (the "CSA Silver Stream") to facilitate MAC's acquisition of the producing CSA mine in New South Wales, Australia ("CSA"). MAC announced in March 2022 that it had entered into an agreement to acquire 100% of the shares of the owner of CSA from a subsidiary of Glencore plc (the "CSA Acquisition Transaction").
In December 2022, Osisko Bermuda entered into a revised binding agreement. Under the revised CSA Silver Stream agreement, the upfront cash payment payable by Osisko Bermuda to MAC has been reduced from US$90.0 million to US$75.0 million (the "Silver Deposit"). In the event the silver price averages at least US$25.50 per ounce over the ten business days immediately prior to the closing of the transaction, the Silver Deposit will be increased by US$15.0 million to a total of US$90.0 million.
The Silver Deposit would be payable in full on closing of the CSA Silver Stream, with proceeds to be used to fund in part the purchase price payable by MAC for the CSA Acquisition Transaction. Osisko Bermuda would be entitled to receive 100% of payable silver produced from CSA for the life of the mine. Osisko Bermuda would make ongoing payments for refined silver delivered equal to 4% of the spot silver price at the time of delivery. MAC and certain of its subsidiaries, including the operating subsidiary, would provide Osisko Bermuda with corporate guarantees and other security over their assets for its obligations under the CSA Silver Stream.
MAC would grant Osisko Bermuda a right of first refusal in respect of the sale, transfer or buy-back of any royalty, stream or similar interest in the products mined or otherwise extracted from any property owned or acquired by MAC or an affiliate between the closing date and the later of the seventh anniversary of the closing date or the date on which Osisko Bermuda or any affiliate ceases to hold or control more than 5% of the issued and outstanding common shares of MAC.
Closing of the CSA Silver Stream is expected in the first half of 2023, and is subject to certain conditions precedent, including, among others, closing of the CSA Acquisition Transaction. Closing of the CSA Acquisition Transaction is subject to, among other things, MAC's closing of the financings to acquire CSA, MAC shareholder's approving the CSA Acquisition Transaction, and certain regulatory approvals. Osisko Bermuda also agreed to subscribe for US$15.0 million in equity of MAC concurrently with the closing of the CSA Silver Stream.
Potential backstop copper stream - CSA mine
Osisko Bermuda entered into a potential backstop financing agreement with MAC where Osisko Bermuda may provide an upfront deposit of up to US$75.0 million in respect of a copper stream on CSA (the "Available Copper Deposit"), which MAC may draw in whole or in part to fund any shortfall in the equity financing required to complete the acquisition of the mine. If the full deposit is drawn, Osisko Bermuda will be entitled to receive 3.0% of payable copper until the 5th anniversary of the closing date (the "First Threshold Stream"), then 4.875% of payable copper until 33,000 metric tonnes have been delivered in aggregate (the "Second Threshold Stream"), and thereafter 2.25% for the remaining life of mine. In conjunction with the potential CSA backstop copper stream, Osisko Bermuda has agreed to subscribe for up to US$25.0 million in equity of MAC as part of its concurrent equity financing (the "Copper Equity Subscription"). The final amount of the Copper Equity Subscription shall be proportional to the percentage of the Available Copper Deposit drawn by MAC.
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(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
11. Royalty, stream and other interests (continued)
Recognition of royalty and stream interests following the deconsolidation of Osisko Development
As a result of the deconsolidation of Osisko Development (Note 31), the Company recognized royalty and stream interests held on properties owned by Osisko Development. Prior to the deconsolidation of Osisko Development, these assets were eliminated upon consolidation of Osisko Development and its subsidiaries.
The following assets were recognized at their historical net book value on September 30, 2022:
- 5% NSR royalty on all metals produced from the Cariboo property in British-Columbia, Canada;
- 15% gold and silver stream on the San Antonio property in Sonora, Mexico, with on-going per-ounce cash payments equal to 15% of the applicable spot metal price on the business day immediately preceding the date of delivery of such refined metal;
- 2.5% stream on all metals produced from the Tintic property in Utah, United States, until 27,150 ounces of refined gold have been delivered, and thereafter 2.0% stream on all metals, with on-going per-ounce cash payments equal to 25% of the applicable spot metal price on the business day immediately preceding the date of delivery of such refined metal; and
- Certain NSR royalties on exploration properties located in Canada and in Mexico.
| Year ended December 31, 2021 |
||||||||||||
| Royalty interests |
Stream interests |
Offtake interests |
Total | |||||||||
| $ | $ | $ | $ | |||||||||
| Balance - January 1 | 656,661 | 440,941 | 18,526 | 1,116,128 | ||||||||
| Acquisitions | 77,702 | 13,234 | - | 90,936 | ||||||||
| Conversion of an offtake into a stream | - | 4,682 | (4,682 | ) | - | |||||||
| Depletion | (28,958 | ) | (19,403 | ) | - | (48,361 | ) | |||||
| Impairment | (2,288 | ) | - | - | (2,288 | ) | ||||||
| Currency conversion adjustments | (4 | ) | (1,422 | ) | (188 | ) | (1,614 | ) | ||||
| Balance - December 31 | 703,113 | 438,032 | 13,656 | 1,154,801 | ||||||||
| Producing | ||||||||||||
| Cost | 626,345 | 518,934 | - | 1,145,279 | ||||||||
| Accumulated depletion and impairment | (395,874 | ) | (210,884 | ) | - | (606,758 | ) | |||||
| Net book value - December 31 | 230,471 | 308,050 | - | 538,521 | ||||||||
| Development | ||||||||||||
| Cost | 226,438 | 181,209 | 31,120 | 438,767 | ||||||||
| Accumulated depletion and impairment | (572 | ) | (51,227 | ) | (26,424 | ) | (78,223 | ) | ||||
| Net book value - December 31 | 225,866 | 129,982 | 4,696 | 360,544 | ||||||||
| Exploration and evaluation | ||||||||||||
| Cost | 247,680 | - | 8,960 | 256,640 | ||||||||
| Accumulated depletion | (904 | ) | - | - | (904 | ) | ||||||
| Net book value - December 31 | 246,776 | - | 8,960 | 255,736 | ||||||||
| Total net book value - December 31 | 703,113 | 438,032 | 13,656 | 1,154,801 | ||||||||
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(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
11. Royalty, stream and other interests (continued)
Main acquisitions - 2021
In April 2021, the Company acquired six royalties and one precious metals offtake, from two private sellers, for total cash consideration of US$26.0 million ($32.6 million). Four of the royalties are on claims overlying the Spring Valley project, located in the United States, and increased the Company's current NSR royalty on Spring Valley from 0.5% to between 2.5% - 3.0% (sliding scale royalty percentages as long as gold prices are above US$700 per ounce). Immediately to the north of Spring Valley lies the Moonlight exploration property, where Osisko also acquired a 1.0% NSR royalty. Osisko also acquired a 0.5% NSR royalty and a 30% gold and silver offtake right covering the Almaden project in western Idaho.
In July 2021, the Company entered into a royalty transfer agreement with Sailfish Royalty Corp. ("Sailfish") pursuant to which Osisko purchased a 0.75% NSR royalty (after the buy-down options exercised by the operator) on the Tocantinzinho gold project ("Tocantinzinho"), located in Brazil, and operated by G Mining Ventures Corp. for cash consideration of US$10 million ($12.6 million).
In August 2021, the Company made an advance payment of $10.0 million under its silver stream agreement with Falco Resources Ltd., an associate of the Company at the date of the transaction. The payment corresponds to half of the $20.0 million second installment payment, which was payable at the receipt of all necessary material third-party approvals, licenses, rights of way and surface rights on the Horne 5 property, located in Canada.
In October 2021, Osisko acquired from Barrick TZ Limited, a subsidiary of Barrick Gold Corporation ("Barrick"), royalties for total cash consideration of US$11.8 million, including a 2% NSR royalty on the AfriOre and Gold Rim licenses comprising the West Kenya project operated by Shanta Gold Limited, a 1% NSR royalty on the Frontier project operated by Metalor SA, a private company, and a 1% NSR royalty on the Central Houndé project operated by Thor Explorations Ltd.
Conversion of the Parral offtake to a gold and silver stream
In April 2021, GoGold Resources Inc. ("GoGold") and Osisko Bermuda entered into an agreement to convert the gold and silver offtake into a gold and silver stream. Under the stream, Osisko Bermuda started receiving, effective April 29, 2021, 2.4% of the gold and silver produced from tailings piles currently owned or acquired by GoGold, with a transfer price of 30% of the gold and silver spot prices.
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Osisko Gold Royalties Ltd |
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(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
12. Mining interests and plant and equipment
| 2022 | 2021 | |||||||||||||||||
| Mining interests |
Plant and equipment (i) |
Total | Mining interests |
Plant and equipment (i) |
Total | |||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||
| (Note 4) | ||||||||||||||||||
| Net book value - January 1 | 543,953 | 91,702 | 635,655 | 459,303 | 30,209 | 489,512 | ||||||||||||
| Acquisition of Tintic by Osisko Development (Note 31) | 169,175 | 13,054 | 182,229 | - | - | - | ||||||||||||
| Additions | 36,754 | 14,232 | 50,986 | 131,908 | 58,192 | 190,100 | ||||||||||||
| Impairments | (81,000 | ) | - | (81,000 | ) | (58,417 | ) | - | (58,417 | ) | ||||||||
| Mining exploration tax credits | (6,275 | ) | - | (6,275 | ) | (1,585 | ) | - | (1,585 | ) | ||||||||
| Change in environmental rehabilitation assets | (3,797 | ) | - | (3,797 | ) | 19,522 | - | 19,522 | ||||||||||
| Depreciation | (2,385 | ) | (10,550 | ) | (12,935 | ) | - | (7,814 | ) | (7,814 | ) | |||||||
| Depreciation capitalized | 896 | - | 896 | 4,136 | - | 4,136 | ||||||||||||
| Share-based compensation capitalized | 388 | - | 388 | 2,127 | - | 2,127 | ||||||||||||
| Transfers | - | - | - | (11,221 | ) | 11,221 | - | |||||||||||
| Disposals and others | (1,559 | ) | (4,632 | ) | (6,191 | ) | - | (213 | ) | (213 | ) | |||||||
| Currency translation adjustments | 21,183 | 3,384 | 24,567 | (1,820 | ) | 107 | (1,713 | ) | ||||||||||
| Deconsolidation of Osisko Development (Note 31) | (677,333 | ) | (100,243 | ) | (777,576 | ) | - | - | - | |||||||||
| Net book value - December 31 | - | 6,947 | 6,947 | 543,953 | 91,702 | 635,655 | ||||||||||||
| Closing balance | ||||||||||||||||||
| Cost | - | 11,889 | 11,889 | 602,370 | 105,112 | 707,482 | ||||||||||||
| Accumulated depreciation and impairment | - | (4,942 | ) | (4,942 | ) | (58,417 | ) | (13,410 | ) | (71,827 | ) | |||||||
| Net book value | - | 6,947 | 6,947 | 543,953 | 91,702 | 635,655 | ||||||||||||
(i) Plant and equipment includes right-of-use assets of $6.8 million as at December 31, 2022 ($20.3 million as at December 31, 2021).
Impairment - 2022
San Antonio gold project
As at September 30, 2022, the market conditions, industry cost pressures and inflationary environment were considered as indicators of impairment, among other facts and circumstances and, accordingly, management of Osisko Development performed an impairment assessment on all of its projects. The impairment assessment resulted in an impairment charge of $81.0 million on the San Antonio gold project for the three months ended September 30, 2022.
On September 30, 2022, the San Antonio gold project was written down to its estimated recoverable amount of $35.0 million, which was determined by the value-in-use using a discounted cash-flows approach. The main valuation inputs used were the cash flows expected to be generated by the production and sale of gold from the San Antonio gold project over the estimated life of the mine, based on the expected long-term gold price per ounce, costs inflation forecast and a pre-tax real discount rate of 19.9% applied to the cash flow projections.
A sensitivity analysis was performed by management of Osisko Development for the long-term gold price and the pre-tax real discount rate (in isolation). If the long-term gold price per ounce applied to the cash flow projections had been 10% lower than management's estimates, Osisko Development would have recognized an additional impairment charge of $35.0 million. If the pre-tax real discount rate applied to the cash flow projections had been 100 basis points higher than management's estimates, Osisko Development would have recognized an additional impairment charge of $5.8 million.
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Osisko Gold Royalties Ltd |
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(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
12. Mining interests and plant and equipment
Impairments - 2021
Bonanza Ledge Phase 2 Project
In March 2021, processing of ore commenced at the Bonanza Ledge Phase 2 project. As a result of operational challenges incurred during the second quarter of 2021, it was determined that total capital and production costs related to the Bonanza Ledge Phase 2 project would be higher than originally planned. These factors were considered indicators of impairment, among other facts and circumstances and, accordingly, management performed an impairment assessment as at June 30, 2021. As a result of the impairment assessment, Osisko Development recorded an impairment charge of $36.1 million on the Bonanza Ledge Phase 2 project during the three months ended June 30, 2021.
On June 30, 2021, the Bonanza Ledge Phase 2 project was written down to its estimated recoverable amount of $12.4 million, which was determined by the value-in-use using a cash-flows approach. The main valuation inputs used were the cash flows expected to be generated by the sale of gold from the Bonanza Ledge Phase 2 project over its estimated life of the mine, based on an average gold price per ounce of US$1,797, the average grade of gold and the average recovery rate for the remaining life of mine. No discount rate was used as the project had a short-term remaining mine life of approximately 18 months.
A sensitivity analysis was performed by management for the gold price, the average grade and the recovery rate (in isolation). If gold price per ounce applied to the cash flow projections had been 10% lower than management's estimates, Osisko Development would have recognized an additional impairment charge of $9.3 million. If the average gold grade or gold recovery applied to the cash flows had been 10% lower, Osisko Development would have recognized an additional impairment charge of $12.4 million.
In September 2021, due to continuing operational challenges, it was determined that total capital and production costs related to the Bonanza Ledge Phase 2 project would be higher than the total revenues expected to be generated for the remaining life of the project. These factors were considered indicators of impairment, among other facts and circumstances and, accordingly, management performed an impairment assessment as at September 30, 2021. As a result of the impairment assessment, Osisko Development recorded an impairment charge of $22.4 million on the Bonanza Ledge Phase 2 project during the three months ended September 30, 2021.
On September 30, 2021, the net book value of the Bonanza Ledge Phase 2 project was written down to zero as it was estimated that the net book value would not be recovered by the expected net profits to be generated from the sale of precious metals. The recoverable amount was determined by the value-in-use using a cash-flows approach. The main valuation inputs used were the cash flows expected to be generated by the sale of gold from the Bonanza Ledge Phase 2 project over its estimated life of the mine, based on an average gold price per ounce of US$1,787, the average grade of gold and the average recovery rate for the remaining life of mine. No discount rate was used as the project had a short-term remaining mine life of approximately 18 months. The project value will be maintained at zero and any excess operating expenses over revenues were recorded under net loss from discontinued operations on the statements of loss from October 1, 2022.
The plant and equipment movements by category of assets for the year ended December 31, 2022 are as follows:
| 2022 | ||||||||||||
| Land and buildings |
Machinery and equipment |
Construction- in-progress |
Total Plant and equipment |
|||||||||
| $ | $ | $ | $ | |||||||||
| Net book value - Beginning of period | 24,332 | 43,121 | 24,249 | 91,702 | ||||||||
| Acquisition of Tintic by Osisko Development (Note 31) | 6,940 | 4,420 | 1,694 | 13,054 | ||||||||
| Additions | 1,418 | 9,592 | 3,222 | 14,232 | ||||||||
| Depreciation | (2,387 | ) | (8,163 | ) | - | (10,550 | ) | |||||
| Transfers | (133 | ) | 5,526 | (5,393 | ) | - | ||||||
| Disposals and others | (964 | ) | (3,668 | ) | - | (4,632 | ) | |||||
| Currency translation adjustments | 550 | 2,060 | 774 | 3,384 | ||||||||
| Deconsolidation of Osisko Development (Note 31) | (22,885 | ) | (52,812 | ) | (24,546 | ) | (100,243 | ) | ||||
| Net book value - End of period | 6,871 | 76 | - | 6,947 | ||||||||
| Closing balance | ||||||||||||
| Cost | 10,877 | 1,012 | - | 11,889 | ||||||||
| Accumulated depreciation and impairment | (4,006 | ) | (936 | ) | - | (4,942 | ) | |||||
| Net book value | 6,871 | 76 | - | 6,947 | ||||||||
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|
Osisko Gold Royalties Ltd |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
13. Exploration and evaluation
| 2022 | 2021 | |||||
| $ | $ | |||||
| Net book value - January 1 | 3,635 | 42,519 | ||||
| Acquisition of Tintic by Osisko Development (Note 31) | 38,508 | - | ||||
| Additions | 4,519 | 3,784 | ||||
| Impairment (i) | - | (42,668 | ) | |||
| Other adjustments | (417 | ) | - | |||
| Currency translation adjustments | 3,138 | - | ||||
| Deconsolidation of Osisko Development (Note 31) | (49,383 | ) | - | |||
| Net book value - December 31 | - | 3,635 | ||||
| Closing balance | ||||||
| Cost | - | 104,492 | ||||
| Accumulated impairments | - | (100,857 | ) | |||
| Net book value | - | 3,635 |
(i) In 2021, Osisko Development incurred an impairment charge of $42.7 million ($34.6 million, net of income taxes) on exploration and evaluation properties, including the James Bay properties and the Coulon zinc project in Canada. Osisko Development determined that further exploration and evaluation expenditures were no longer planned in the near term on these properties and that the carrying amount of these assets was unlikely to be recovered from a sale of these properties at the time. As a result, these properties were written down to zero on December 31, 2021.
14. 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 Canadian Malartic and Éléonore mines:
| 2022 | 2021 | |||||
| Long-term gold price (per ounce) | US$1,645 | US$1,600 | ||||
| Long-term silver price (per ounce) | US$21 | US$21 | ||||
| Post-tax real discount rate | 5.3% | 4.3% |
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|
Osisko Gold Royalties Ltd |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
14. Goodwill (continued)
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.
15. Accounts payable and accrued liabilities
| December 31, | December 31, | |||||
| 2022 | 2021 | |||||
| $ | $ | |||||
| Trade payables (i) | 648 | 9,678 | ||||
| Other payables (i) | 3,745 | 13,568 | ||||
| Accrued interests on long-term debt | 131 | 142 | ||||
| Sales taxes payable | 179 | - | ||||
| Other accrued liabilities (i) | 2,122 | 6,661 | ||||
| 6,825 | 30,049 |
(i) The significant decrease between December 31, 2022 and 2021 is mostly the result of the deconsolidation of Osisko Development on September 30, 2022 (Note 31).
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|
Osisko Gold Royalties Ltd |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
16. Provisions and other liabilities
| Year ended December 31, 2022 (i) |
Year ended Dec. 31, 2021 |
||||||||||||||||||||
| Environ- mental rehabili- tation (ii) |
Lease liabilities (iii) |
Deferred premium on flow-through shares |
Derivative financial instru- ments (iv) |
Deferred consideration and contingent payments (v) |
Total | Total | |||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | |||||||||||||||
| Balance - Beginning of period | 53,237 | 18,362 | 914 | - | - | 72,513 | 45,967 | ||||||||||||||
| Acquisition of Tintic by Osisko Development (Note 31) | 5,370 | 325 | - | - | 15,109 | 20,804 | - | ||||||||||||||
| New liabilities | 261 | 108 | - | 39,841 | - | 40,210 | 34,011 | ||||||||||||||
| Revision of estimates | (4,299 | ) | (2,463 | ) | - | - | - | (6,762 | ) | (1,457 | ) | ||||||||||
| Change in fair value | - | - | - | (21,483 | ) | - | (21,483 | ) | - | ||||||||||||
| Accretion | 2,185 | - | - | - | 333 | 2,518 | 1,192 | ||||||||||||||
| Settlements/payments of liabilities | (2,549 | ) | (7,180 | ) | - | - | - | (9,729 | ) | (7,822 | ) | ||||||||||
| Issuance of flow-through shares | - | - | - | - | - | - | 7,885 | ||||||||||||||
| Recognition of deferred premium on flow-through shares | - | - | (914 | ) | - | - | (914 | ) | (6,971 | ) | |||||||||||
| Currency translation adjustments |
1,193 | 12 | - | 1,333 | 1,149 | 3,687 | (292 | ) | |||||||||||||
| Deconsolidation of Osisko Development (Note 31) | (55,398 | ) | (1,542 | ) | - | (19,691 | ) | (16,591 | ) | (93,222 | ) | - | |||||||||
| Balance - End of period | - | 7,622 | - | - | - | 7,622 | 72,513 | ||||||||||||||
| Current portion | - | 921 | - | - | - | 921 | 12,179 | ||||||||||||||
| Non-current portion | - | 6,701 | - | - | - | 6,701 | 60,334 | ||||||||||||||
| - | 7,622 | - | - | - | 7,622 | 72,513 | |||||||||||||||
(i) On September 30, 2022, the Company deconsolidated Osisko Development (Note 31).
(ii) The environmental rehabilitation provision represented the legal and contractual obligations associated with the eventual closure of Osisko Development's mining interests, plant and equipment and exploration and evaluation assets (mostly for the Cariboo property, Bonanza Ledge Phase 2 and San Antonio projects).
(iii) As at December 31, 2022, the lease liabilities are mainly related to leases for office space. As at December 31, 2021, the lease liabilities were mainly related to leases for mining equipment and for office space.
(iv) Represented the warrants accounted for as derivative liabilities issued by Osisko Development and exercisable in U.S. dollars (Note 31).
(v) Represented the deferred consideration and contingent payments payable by Osisko Development with regards to its acquisition of Tintic (Note 31).
36
|
Osisko Gold Royalties Ltd |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
17. Long-term debt
The movements in the long-term debt are as follows:
| 2022 | 2021 | |||||
| $ | $ | |||||
| Balance - January 1 | 410,435 | 400,429 | ||||
| Increase in revolving credit facility, net of discount | 147,833 | 50,000 | ||||
| Repayment of revolving credit facility | (113,120 | ) | - | |||
| Repayment of convertible debentures (i), (ii) | (300,000 | ) | (50,000 | ) | ||
| Mining equipment financings, net | 5,076 | 3,764 | ||||
| Amortization of transaction costs | 2,291 | 2,204 | ||||
| Amortization of discount on banker's acceptances | 117 | - | ||||
| Accretion expense | 4,427 | 4,308 | ||||
| Foreign exchange revaluation impact | 32 | (270 | ) | |||
| Deconsolidation of Osisko Development (Note 31) | (9,141 | ) | - | |||
| Balance - December 31 | 147,950 | 410,435 |
The summary of the long-term debt is as follows:
| December 31, | December 31, | |||||
| 2022 | 2021 | |||||
| $ | $ | |||||
| Convertible debentures (ii) | - | 300,000 | ||||
| Revolving credit facility (iii) | 150,000 | 113,389 | ||||
| Mining equipment financings (iv) | - | 3,764 | ||||
| Long-term debt | 150,000 | 417,153 | ||||
| Unamortized discount on banker's acceptances | (2,050 | ) | - | |||
| Unamortized debt issuance costs | - | (2,291 | ) | |||
| Unamortized accretion on convertible debentures | - | (4,427 | ) | |||
| Long-term debt, net of issuance costs | (2,050 | ) | 410,435 | |||
| Current portion | - | 294,891 | ||||
| Non-current portion | 147,950 | 115,544 | ||||
| 147,950 | 410,435 |
(i) Convertible debenture (2016)
In February 2016, the Company issued a senior non-guaranteed convertible debenture of $50.0 million to Investissement Québec, which was repaid in full on February 12, 2021.
(ii) Convertible debentures (2017)
In November 2017, the Company closed a bought deal offering of convertible senior unsecured debentures (the "Debentures") in an aggregate principal amount of $300.0 million (the "Offering"). The Offering was comprised of a public offering, by way of a short form prospectus, of $184.0 million aggregate principal amount of Debentures and a private placement offering of $116.0 million aggregate principal amount of Debentures. The Debentures bore interest at a rate of 4.0% per annum, payable semi-annually on June 30 and December 31 of each year. The Debentures were convertible at the holder's option into common shares of the Company at a conversion price equal to $22.89 per common share. The Debentures were fully repaid on maturity on December 31, 2022.
37
|
Osisko Gold Royalties Ltd |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
17. Long-term debt (continued)
(iii) Revolving credit facility
A total amount of $550.0 million is available under the credit facility (the "Facility"), with an additional uncommitted accordion of up to $200.0 million (for a total availability of up to $750.0 million). The additional uncommitted accordion was increased from $100.0 million to $200.0 million in September 2022 and the maturity date was extended from July 30, 2025 to September 29, 2026.
The annual extension of the Facility and the uncommitted accordion are subject to acceptance by 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.
The Facility is subject to standby fees. Funds drawn bear interest based on the base rate, prime rate or secured overnight financing rate ("SOFR"), plus an applicable margin depending on the Company's leverage ratio. In April 2022, the amounts outstanding under the Facility ($113.1 million) were repaid. In December 2022, the Company drew $150.0 million in the form of banker's acceptances to repay part of the outstanding Debentures. As at December 31, 2022, the effective interest rate on the drawn balance was 6.3%, 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, 2022, all such ratios and requirements were met.
(iv) Mining equipment financings
Mining equipment financings were related to acquisitions of equipment by Osisko Development that are financed by third parties. On September 30, 2022, the Company deconsolidated Osisko Development (Note 31).
18. Share capital
Shares
Authorized
Unlimited number of common shares, without par value
Unlimited number of preferred shares, issuable in series
Issued and fully paid
184,037,728 common shares
Bought deal financing (2022)
On March 31, 2022, Osisko closed a bought deal financing with a syndicate of underwriters (the "Underwriters"), pursuant to which the Underwriters purchased, on a bought deal basis, an aggregate of 18,600,000 common shares of Osisko (the "Common Shares") at an offering price of US$13.45 per Common Share (the "Offering Price") for total gross proceeds to the Company of US$250.2 million ($312.0 million). Transaction fees amounted to $13.9 million ($10.2 million net of income taxes of $3.7 million), including a 4% commission fee paid to the Underwriters.
38
|
Osisko Gold Royalties Ltd |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
18. Share capital (continued)
Shares (continued)
Normal Course Issuer Bid
In December 2022, Osisko renewed its normal course issuer bid ("NCIB") program. Under the terms of the 2022 NCIB program, Osisko may acquire up to 18,293,240 of its common shares from time to time in accordance with the normal course issuer bid procedures of the TSX. Repurchases under the 2022 NCIB program are authorized from December 12, 2022 until December 11, 2023. Daily purchases will be limited to 81,963 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, 2022, being 327,853 Common Shares.
Under the terms of the 2021 NCIB program, Osisko was allowed to acquire up to 16,530,688 of its common shares from time to time, from December 12, 2021 to December 11, 2022. Daily purchases were limited to 87,264 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, 2021, being 349,057 common shares.
During the year ended December 31, 2022, the Company purchased for cancellation a total of 1.7 million common shares for $22.1 million (average acquisition price per share of $13.06). During the year ended December 31, 2021, the Company purchased for cancellation a total of 2.1 million common shares for $30.8 million (average acquisition price per share of $14.64).
Dividends
The following table provides details on the dividends declared by the Company for the years ended December 31, 2022 and 2021:
Declaration date |
Dividend per share |
Record date |
Payment date |
Dividends payable |
Dividend reinvestment plan(i) |
|||||||||||
| $ | $ | |||||||||||||||
| February 24, 2022 | 0.055 | March 31, 2022 | April 14, 2022 | 10,167,000 | 7,498,987 | |||||||||||
| May 12, 2022 | 0.055 | June 30, 2022 | July 15, 2022 | 10,177,000 | 7,385,458 | |||||||||||
| August 9, 2022 | 0.055 | September 30, 2022 | October 14, 2022 | 10,109,000 | 7,780,634 | |||||||||||
| November 9, 2022 | 0.055 | December 30, 2022 | January 16, 2023 | 10,121,000 | 6,686,671 | |||||||||||
| Year 2022 | 0.220 | 40,574,000 | ||||||||||||||
| February 21, 2021 | 0.050 | March 31, 2021 | April 15, 2021 | 8,364,000 | 8,989,709 | |||||||||||
| May 11, 2021 | 0.050 | June 30, 2021 | July 15, 2021 | 8,404,000 | 7,102,627 | |||||||||||
| August 8, 2021 | 0.055 | September 30, 2021 | October 15, 2021 | 9,160,000 | 8,005,584 | |||||||||||
| November 9, 2021 | 0.055 | December 31, 2021 | January 14, 2022 | 9,157,000 | 7,891,496 | |||||||||||
| Year 2021 | 0.210 | 35,085,000 |
(i) Number of common shares held by shareholders participating in the dividend reinvestment plan described below.
Dividend reinvestment plan
The Company offers 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, 2022, the holders of 6.7 million common shares had elected to participate in the DRIP, representing dividends payable of $0.4 million. During the year ended December 31, 2022, the Company issued 118,639 common shares under the DRIP, at a discount rate of 3% (120,523 common shares in 2021 at a discount rate of 3%). On January 16, 2023, 22,012 common shares were issued under the DRIP at a discount rate of 3%.
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Osisko Gold Royalties Ltd |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
18. 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, through accretive acquisitions of high-quality royalties, streams and other similar interests, and through strategic investments in exploration and development companies, 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, | |||||
| 2022 | 2021 | |||||
| $ | $ | |||||
| Long-term debt | 147,950 | 410,435 | ||||
| Total equity | 1,737,211 | 1,780,061 | ||||
| Undrawn revolving credit facility(i) | 400,000 | 436,610 | ||||
| 2,285,161 | 2,627,106 |
(i) Excluding the potential additional available credit (accordion) of $200.0 million as at December 31, 2022 and $100.0 million as at December 31, 2021 (Note 17).
There were no changes in the Company's approach to capital management during the year ended December 31, 2022, 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 17) as at December 31, 2022.
19. Warrants
On February 18, 2022, a total of 5,480,000 Osisko warrants that were exercisable at a price of $36.50 expired unexercised.
20. Share-based compensation
Share options
The Company offers a share option plan (the "Option 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 issuer at the time of granting of the option. The number of common shares issued to insiders of the issuer within one year and issuable to the insiders at any time under the Option 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.
40
|
Osisko Gold Royalties Ltd |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
20. Share-based compensation (continued)
Share options (continued)
The following table summarizes information about the movement of the share options outstanding:
| 2022 | 2021 | |||||||||||
| Weighted | Weighted | |||||||||||
| Number of | average | Number of | average | |||||||||
| options | exercise price | options | exercise price | |||||||||
| $ | $ | |||||||||||
| Balance - Beginning of period | 3,730,580 | 14.09 | 4,240,869 | 14.22 | ||||||||
| Granted (i) | 684,100 | 14.25 | 763,700 | 13.27 | ||||||||
| Exercised | (309,749 | ) | 13.56 | (1,043,903 | ) | 13.75 | ||||||
| Forfeited / Cancelled | (35,135 | ) | 13.48 | (58,866 | ) | 13.45 | ||||||
| Expired | (557,874 | ) | 18.02 | (171,220 | ) | 16.04 | ||||||
| Balance - End of period | 3,511,922 | 13.55 | 3,730,580 | 14.09 | ||||||||
| Options exercisable - End of period | 1,916,888 | 13.40 | 1,881,416 | 14.78 | ||||||||
(i) Options were granted to officers, management, employees and/or consultants.
The weighted average share price when share options were exercised during the year ended December 31, 2022 was $16.26 ($16.04 for the year ended December 31, 2021).
The following table summarizes the share options outstanding as at December 31, 2022:
| Options outstanding | Options exercisable | ||||||||||||||||
| Weighted | |||||||||||||||||
| average | |||||||||||||||||
| Weighted | remaining | Weighted | |||||||||||||||
| Exercise | average | contractual | average | ||||||||||||||
| price range | Number | exercise price | life (years) | Number | exercise price | ||||||||||||
| $ | $ | $ | |||||||||||||||
| 10.58 - 12.97 | 1,209,007 | 12.72 | 2.6 | 714,175 | 12.73 | ||||||||||||
| 13.10 - 14.78 | 2,136,101 | 13.77 | 2.8 | 1,106,165 | 13.56 | ||||||||||||
| 15.97 - 17.12 | 166,814 | 16.67 | 2.5 | 96,548 | 16.57 | ||||||||||||
| 3,511,922 | 13.55 | 2.8 | 1,916,888 | 13.40 | |||||||||||||
41
|
Osisko Gold Royalties Ltd |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
20. Share-based compensation (continued)
Share options (continued)
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:
| 2022 | 2021 | |||||
| Dividend per share | 1.5% | 1.5% | ||||
| Expected volatility | 41% | 40% | ||||
| Risk-free interest rate | 2.6% | 0.7% | ||||
| Expected life | 47 months | 46 months | ||||
| Weighted average share price | $14.25 | $13.27 | ||||
| Weighted average fair value of options granted | $4.38 | $3.66 |
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 2022, the total share-based compensation related to share options amounted to $2.7 million ($3.0 million in 2021).
Deferred and restricted share units
The Company offers a DSU plan and a RSU plan, which allow DSU and RSU to be granted to directors, officers and/or employees as part of their long-term compensation package. Under the plans, payments may be settled in the form of common shares, cash or a combination of common shares and cash, at the sole discretion of the Company. The plans are currently classified as equity-settled plans.
The following table summarizes information about the DSU and RSU movements:
| 2022 | 2021 | |||||||||||
| DSU (i) | RSU (ii) | DSU (i) | RSU (ii) | |||||||||
| Balance - Beginning of period | 376,203 | 878,397 | 408,564 | 1,242,902 | ||||||||
| Granted | 78,200 | 275,520 | 64,720 | 293,610 | ||||||||
| Reinvested dividends | 6,018 | 13,483 | 5,185 | 15,102 | ||||||||
| Settled | (30,846 | ) | (278,806 | ) | (102,266 | ) | (398,173 | ) | ||||
| Forfeited (iii) | - | (35,791 | ) | - | (275,044 | ) | ||||||
| Balance - End of period | 429,575 | 852,803 | 376,203 | 878,397 | ||||||||
| Balance - Vested | 350,822 | - | 311,010 | - | ||||||||
(i) Unless otherwise decided by the Board of Directors of the Company, 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 non-executive 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 settled 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 2022 have a weighted average value of $14.71 per DSU ($15.54 per DSU in 2021).
42
|
Osisko Gold Royalties Ltd |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
20. Share-based compensation (continued)
Deferred and restricted share units (continued)
(ii) On December 31, 2019, 150,000 RSU were granted to an officer (with a value of $12.70 per RSU), which vested and were 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 number of 75,000 RSU were also granted (with a value of $12.70 per RSU) and vested in 2021 following the acquisition by the officer of a total of 75,000 common shares of the Company.
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 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 Osisko to the tax authorities. The RSU granted in 2022 have a weighted average value of $14.26 per RSU ($13.24 per RSU in 2021).
(iii) In 2021, 215,812 RSU held by employees and officers of the Company, who were transferred to Osisko Development as of January 1, 2021 were forfeited and new RSU were granted by Osisko Development in an equivalent value to these employees and officers. At the time of the transfer, Osisko Development was a subsidiary of the Company (Note 31).
The total share-based compensation expense related to the DSU and RSU plans in 2022 amounted to $4.5 million ($4.7 million in 2021).
Based on the closing price of the common shares at December 31, 2022 ($16.32), and considering a marginal income tax rate of 53.3%, the estimated amount that Osisko is expected to transfer to the tax authorities to settle the employees' tax obligations related to the vested DSU and RSU to be settled in equity amounts to $3.1 million ($2.6 million as at December 31, 2021) and to $11.2 million based on all DSU and RSU outstanding ($10.4 million as at December 31, 2021).
21. Income taxes
(a) Income tax expense
The income tax recorded for continuing operations in the consolidated statements of loss for the years ended December 31, 2022 and 2021 is presented as follows:
| 2022 | 2021 | |||||
| $ | $ | |||||
| Current income tax on continuing operations | ||||||
| Expense for the year | 1,150 | 1,231 | ||||
| Current income tax expense on continuing operations | 1,150 | 1,231 | ||||
| Deferred income tax (Note 21 (b)) on continuing operations: | ||||||
| Origination and reversal of temporary differences | 29,011 | 24,759 | ||||
| Change in unrecognized deductible temporary differences | (367 | ) | (367 | ) | ||
| Other | (1,956 | ) | 303 | |||
| Deferred income tax expense on continuing operations | 26,688 | 24,695 | ||||
| Income tax expense on continuing operations | 27,838 | 25,926 |
43
|
Osisko Gold Royalties Ltd |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
21. Income taxes (continued)
(a) Income tax expense (continued)
The provision for income taxes for continuing operations 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:
| 2022 | 2021 | |||||
| $ | $ | |||||
| Income from continuing operations before income taxes | 113,123 | 102,553 | ||||
| Income tax provision on continuing operations calculated using the combined Canadian federal and provincial statutory income tax rate | 29,978 | 27,176 | ||||
| Increase (decrease) in income taxes resulting from: | ||||||
| Non-deductible expenses, net | 1,568 | 255 | ||||
| (Non-deductible) non-taxable portion of capital losses, net | 2,189 | (806 | ) | |||
| Differences in foreign statutory tax rates | (4,056 | ) | (2,770 | ) | ||
| Changed in unrecognized deferred tax assets | (367 | ) | (367 | ) | ||
| Foreign withholding taxes | 482 | 864 | ||||
| Other | (1,956 | ) | 1,574 | |||
| Total income tax expense on continuing operations | 27,838 | 25,926 |
The 2022 and 2021 Canadian federal and provincial statutory income tax rate is 26.5%.
(b) Deferred income taxes
The components that give rise to deferred income tax assets and liabilities are as follows:
| December 31, | December 31, | |||||
| 2022 (i) | 2021 | |||||
| $ | $ | |||||
| Deferred tax assets (ii): | ||||||
| Stream interests | 26,756 | 30,100 | ||||
| Non-capital losses | 14,375 | 7,663 | ||||
| Deferred and restricted share units | 3,644 | 3,401 | ||||
| Share and debt issue expenses | 2,720 | 2,935 | ||||
| 47,492 | 44,099 | |||||
| Deferred tax liabilities (ii): | ||||||
| Royalty interests and exploration and evaluation assets (iii) | (133,120 | ) | (102,782 | ) | ||
| Investments | (706 | ) | (8,077 | ) | ||
| Convertible debentures | - | (1,173 | ) | |||
| Other | (238 | ) | (474 | ) | ||
| (134,064 | ) | (112,506 | ) | |||
| Deferred tax liability, net | (86,572 | ) | (68,407 | ) |
(i) On September 30, 2022, the Company deconsolidated Osisko Development (Note 31).
(ii) Deferred tax assets and liabilities have been offset on 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.
(iii) The exploration and evaluation assets were held by Osisko Development.
44
|
Osisko Gold Royalties Ltd |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
21. Income taxes (continued)
(b) Deferred income taxes (continued)
The 2022 movement for deferred tax assets and deferred tax liabilities may be summarized as follows:
| Dec. 31, 2021 |
Statement of loss |
Equity | Other comprehen- sive income |
Conversion adjustments |
Deconsoli- dation of Osisko Development (Note 31) |
Dec. 31, 2022 |
|||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | |||||||||||||||
| Deferred tax assets: | |||||||||||||||||||||
| Stream interests | 30,100 | (3,347 | ) | - | - | - | - | 26,753 | |||||||||||||
| Non-capital losses | 7,663 | 6,712 | - | - | - | - | 14,375 | ||||||||||||||
| Deferred and restricted share units | 3,401 | 84 | 159 | - | - | - | 3,644 | ||||||||||||||
| Share and debt issue expenses | 2,935 | (3,909 | ) | 3,694 | - | - | - | 2,720 | |||||||||||||
| Deferred tax liabilities: | |||||||||||||||||||||
| Royalty interests and exploration and evaluation assets | (102,782 | ) | (29,778 | ) | - | (560 | ) | - | (133,120 | ) | |||||||||||
| Investments | (8,077 | ) | 2,141 | - | 4,025 | - | 1,205 | (706 | ) | ||||||||||||
| Convertible debentures | (1,173 | ) | 1,173 | - | - | - | - | - | |||||||||||||
| Other | (474 | ) | 236 | - | - | - | - | (238 | ) | ||||||||||||
| (68,407 | ) | (26,688 | ) | 3,853 | 4,025 | (560 | ) | 1,205 | (86,572 | ) |
The 2021 movement for deferred tax assets and deferred tax liabilities may be summarized as follows:
| Dec. 31, 2020 |
Statement of loss |
Equity | Other comprehen- sive loss |
Conversion adjustments |
Dec. 31, 2021 |
|||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||
| Deferred tax assets: | ||||||||||||||||||
| Stream interests | 34,278 | (4,178 | ) | - | - | - | 30,100 | |||||||||||
| Non-capital losses | 8,195 | (532 | ) | - | - | - | 7,663 | |||||||||||
| Deferred and restricted share units | 4,008 | (328 | ) | (279 | ) | - | - | 3,401 | ||||||||||
| Share and debt issue expenses | 4,562 | (96 | ) | (1,531 | ) | - | - | 2,935 | ||||||||||
| Deferred tax liabilities: | ||||||||||||||||||
| Royalty interests and exploration and evaluation assets |
(93,266 | ) | (9,543 | ) | - | 27 | (102,782 | ) | ||||||||||
| Investments | (9,437 | ) | 1,831 | - | (471 | ) | - | (8,077 | ) | |||||||||
| Convertible debentures | (2,315 | ) | 1,142 | - | - | - | (1,173 | ) | ||||||||||
| Other | (454 | ) | (20 | ) | - | - | - | (474 | ) | |||||||||
| (54,429 | ) | (11,724 | ) | (1,810 | ) | (471 | ) | 27 | (68,407 | ) |
(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, 2022, is $53.9 million ($114.6 million as at December 31, 2021, which included an amount of $77.0 million related to the discontinued operations (Note 31)). 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.
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Osisko Gold Royalties Ltd |
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(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
21. Income taxes (continued)
(d) Unrecognized deferred tax assets
As at December 31, 2022, the Company had temporary differences with a tax benefit of $4.7 million ($79.5 million as at December 31, 2021, which included an amount of $75.2 million related to the discontinued operations (Note 31)), which are not recognized as deferred tax assets. The Company recognizes the benefit of tax attributes only to the extent of anticipated future taxable income that can be reduced by these attributes.
| December 31, 2022 |
December 31, 2021 |
|||||
| $ | $ | |||||
| Non-capital losses carried forward | - | 64,650 | ||||
| Mineral stream interests - Foreign jurisdictions | - | 7,446 | ||||
| Unrealized losses on investments | 3,310 | 3,598 | ||||
| Capital losses | 1,397 | 2,127 | ||||
| Other | - | 1,694 | ||||
| 4,707 | 79,515 |
22. Additional information on the consolidated statements of loss
| 2022 | 2021 | |||||
| $ | $ | |||||
| Revenues | ||||||
| Royalty interests | 144,066 | 140,279 | ||||
| Stream interests | 73,743 | 59,333 | ||||
| Offtake interests | - | 25,265 | ||||
| 217,809 | 224,877 | |||||
| Cost of sales | ||||||
| Royalty interests | 1,055 | 551 | ||||
| Stream interests | 15,021 | 12,752 | ||||
| Offtake interests | - | 24,343 | ||||
| 16,076 | 37,646 | |||||
| Depletion | ||||||
| Royalty interests | 27,362 | 28,958 | ||||
| Stream interests | 23,993 | 19,135 | ||||
| Offtake interests | - | 268 | ||||
| 51,355 | 48,361 |
46
|
Osisko Gold Royalties Ltd |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
22. Additional information on the consolidated statements of loss (continued)
| 2022 | 2021 | |||||
| $ | $ | |||||
| Other operating expenses | ||||||
| Employee benefit expenses (see below) | 15,186 | 15,253 | ||||
| Professional fees | 4,633 | 3,602 | ||||
| Insurance costs | 2,005 | 2,156 | ||||
| Impairment of assets | 1,818 | 2,948 | ||||
| Amortization | 1,060 | 1,061 | ||||
| Communication and promotional expenses | 842 | 661 | ||||
| Public company expenses | 782 | 632 | ||||
| Travel expenses | 606 | 76 | ||||
| Rent and office expenses | 561 | 477 | ||||
| Cost recoveries | (552 | ) | (552 | ) | ||
| Other expenses | 468 | 402 | ||||
| 27,409 | 26,716 | |||||
| Employee benefit expenses | ||||||
| Salaries and wages | 8,282 | 8,079 | ||||
| Share-based compensation | 7,124 | 7,726 | ||||
| Cost recoveries from associates | (220 | ) | (552 | ) | ||
| 15,186 | 15,253 | |||||
| Other (losses) gains, net | ||||||
| Change in fair value of financial assets at fair value through profit and loss | (16,848 | ) | 6,987 | |||
| Net gain on dilution of investments in associates (Note 9) | 3,604 | - | ||||
| Net gain on acquisition of investments(i) | 48 | 7,416 | ||||
| Impairment of investments | (2,361 | ) | (2,112 | ) | ||
| Other | - | 33 | ||||
| (15,557 | ) | 12,324 |
(i) Represents changes in the fair value of the underlying investments between the respective subscription dates and the closing dates.
47
|
Osisko Gold Royalties Ltd |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
23. 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:
| 2022 | 2021 | |||||
| $ | $ | |||||
| Salaries and short-term employee benefits | 4,374 | 4,309 | ||||
| Share-based compensation | 5,475 | 6,078 | ||||
| Cost recoveries from associates | (538 | ) | (716 | ) | ||
| 9,311 | 9,671 |
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.
24. Net earnings (loss) per share
| 2022 | 2021 | |||||
| $ | $ | |||||
| Net earnings from continuing operations attributable to Osisko Gold Royalties Ltd's shareholders | 85,285 | 76,627 | ||||
| Net loss attributable to Osisko Gold Royalties Ltd's shareholders | (118,754 | ) | (23,554 | ) | ||
| Basic weighted average number of common shares outstanding (in thousands) | 180,398 | 167,628 | ||||
| Dilutive effect of share options | 255 | - | ||||
| Dilutive effect of warrants and convertible debentures | - | - | ||||
| Diluted weighted average number of common shares | 180,653 | 167,628 | ||||
| Net earnings per share from continuing operations | ||||||
| Basic and diluted | 0.47 | 0.46 | ||||
| Net loss per share | ||||||
| Basic and diluted | (0.66 | ) | (0.14 | ) |
For the year ended December 31, 2022, 0.9 million share options and the 13.1 million common shares underlying the convertible debentures (which were repaid on December 31, 2022) were excluded from the computation of diluted earnings per share as their effect was anti-dilutive.
For the year ended December 31, 2021, 0.8 million share options, 5.5 million outstanding warrants and the 15.7 million common shares underlying the convertible debentures were excluded from the computation of diluted earnings per share as their effect was antidilutive.
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|
Osisko Gold Royalties Ltd |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
25. Additional information from continuing operations on the consolidated statements of cash flows
| 2022 | 2021 | |||||
| $ | $ | |||||
| Interests received measured using the effective rate method | 5,689 | 2,118 | ||||
| Interests paid on long-term debt | 14,578 | 16,420 | ||||
| Income taxes paid | 1,150 | 1,231 | ||||
| Changes in non-cash working capital items | ||||||
| Increase in amounts receivable | (4,844 | ) | (57 | ) | ||
| Increase in other current assets | (76 | ) | (275 | ) | ||
| Increase (decrease) in accounts payable and accrued liabilities | 1,689 | (5,081 | ) | |||
| (3,231 | ) | (5,413 | ) |
26. 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 the cash is kept in high-interest saving accounts, the impact would likely be not significant. 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).
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. Based on the revolving credit facility's balance as at December 31, 2022, the impact on net financial expenses over a 12-month horizon of a 1.0% shift in interest rates would amount to approximately $1.5 million ($1.1 million as at December 31, 2021).
49
|
Osisko Gold Royalties Ltd |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
26. Financial risks (continued)
(a) Market risks (continued)
(ii) Foreign exchange risk
The Company is exposed to foreign exchange risk arising from currency volatility, primarily with respect to the U.S. 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, 2022 and 2021, the balances in U.S. dollars held by entities having the Canadian dollar as their functional currency were as follows:
| December 31, | ||||||
| 2022 | 2021 | |||||
| $ | $ | |||||
| Cash | 19,780 | 23,755 | ||||
| Amounts receivable | 4,213 | 2,600 | ||||
| Other assets | 1,194 | 1,319 | ||||
| Accounts payable and accrued liabilities | (37 | ) | (117 | ) | ||
| Revolving credit facility | - | (50,000 | ) | |||
| Net exposure, in U.S. dollars | 25,150 | (22,443 | ) | |||
| Equivalent in Canadian dollars | 34,063 | (28,453 | ) | |||
Based on the balances as at December 31, 2022, 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 $1.4 million in 2022 ($1.8 million in 2021).
(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, 2022, a 10% increase (decrease) in the equity prices of these investments would increase (decrease) net earnings by $0.1 million and other comprehensive income (loss) by $1.6 million for the year ended December 31, 2022. Based on the Company's long-term investments held as at December 31, 2021, a 10% increase (decrease) in the equity prices of these investments would have increased (decreased) net earnings by $2.5 million and other comprehensive income (loss) by $8.2 million for the year ended December 31, 2021.
50
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Osisko Gold Royalties Ltd |
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(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
26. Financial risks (continued)
(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, amounts receivable, notes receivable and other financing facilities receivable. The Company reduces its credit risk by investing its cash in high interest savings accounts with Canadian and U.S. recognized financial institutions. In the case of amounts receivable, notes receivable and other financing facilities, the Company performs either a credit analysis or ensures that it has sufficient guarantees in case of a non-payment by the third-party to cover the net book value of the note. A provision is recorded if there is an expected credit loss based on the analysis. 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. As at December 31, 2022, a provision of $16.9 million ($13.4 million as at December 31, 2021) is recorded as a result of the expected credit loss analysis, mostly on loans made to the company holding the Amulsar gold project (the loans were fully provisioned as the company is not expected to be in a position to reimburse them).
The maximum credit exposure of the Company corresponds to the respective instrument's net 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 18. As at December 31, 2022, cash is invested in high interest savings accounts held with Canadian and U.S. recognized financial institutions.
As at December 31, 2022, all financial liabilities to be settled in cash or by the transfer of other financial assets mature within 90 days, except for the revolving credit facility and the lease liabilities, which are described below:
| As at December 31, 2022 | |||||||||||||||||||||
| Total amount payable |
Estimated annual payments | ||||||||||||||||||||
| Maturity | 2023 | 2024 | 2025 | 2026 | 2027-2029 | ||||||||||||||||
| $ | $ | $ | $ | $ | $ | ||||||||||||||||
| Revolving credit facility(i) | 191,059 | September 29, 2026 | 10,949 | 10,949 | 10,949 | 158,212 | - | ||||||||||||||
| Lease liabilities | 9,999 | December 31, 2029 | 1,408 | 1,432 | 1,432 | 1,432 | 4,295 | ||||||||||||||
| 201,058 | 12,357 | 12,381 | 12,381 | 159,644 | 4,295 | ||||||||||||||||
(i) The interest payable is based on the actual interest rates as at December 31, 2022.
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Osisko Gold Royalties Ltd |
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(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
27. 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, 2022 | ||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||
| $ | $ | $ | $ | |||||||||
| Recurring measurements | ||||||||||||
| Financial assets at fair value through profit or loss(i) | ||||||||||||
| Warrants on equity securities and convertible debentures and notes | ||||||||||||
| Publicly traded mining exploration and development companies | ||||||||||||
| Precious metals | - | - | 18,026 | 18,026 | ||||||||
| Other minerals | 844 | - | 5,347 | 6,191 | ||||||||
| Financial assets at fair value through other comprehensive (loss) income(i) | ||||||||||||
| Equity securities | ||||||||||||
| Publicly traded mining exploration and development companies | ||||||||||||
| Precious metals | 6,288 | - | 3,530 | 9,818 | ||||||||
| Other minerals | 8,519 | - | - | 8,519 | ||||||||
| 15,651 | - | 26,903 | 42,554 | |||||||||
| December 31, 2021 | ||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||
| $ | $ | $ | $ | |||||||||
| Recurring measurements | ||||||||||||
| Financial assets at fair value through profit or loss(i) | ||||||||||||
| Warrants on equity securities and convertible debentures and notes | ||||||||||||
| Publicly traded mining exploration and development companies | ||||||||||||
| Precious metals | - | - | 24,327 | 24,327 | ||||||||
| Other minerals | 13,048 | - | 10,607 | 23,655 | ||||||||
| Financial assets at fair value through other comprehensive (loss) income(i) | ||||||||||||
| Equity securities | ||||||||||||
| Publicly traded mining exploration and development companies | ||||||||||||
| Precious metals | 46,668 | - | - | 46,668 | ||||||||
| Other minerals | 47,562 | - | - | 47,562 | ||||||||
| 107,278 | - | 34,934 | 142,212 | |||||||||
(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.
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Osisko Gold Royalties Ltd |
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(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
27. Fair value of financial instruments (continued)
During the year ended December 31, 2022, there were no transfers among Level 1, Level 2 and Level 3. During the year ended December 31, 2021, warrants having a fair value of $5.1 million were transferred from Level 3 to Level 1 as these warrants began trading on a recognized stock exchange.
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 and warrants trading on recognized securities exchanges, such as the TSX, TSX Venture or NEO.
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. 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 convertible instruments and warrants held by the Company that are not traded on a recognized securities exchange. The fair value of the investments in convertible instruments and warrants is determined directly or indirectly using the Black-Scholes option pricing model which includes significant inputs not based on observable market data.
The following table presents the changes in the Level 3 investments (comprised of warrants and convertible instruments) for the years ended December 31, 2022 and 2021:
| 2022 | 2021 | |||||
| $ | $ | |||||
| Balance - January 1 | 34,934 | 25,063 | ||||
| Acquisitions | 7,968 | 12,754 | ||||
| Warrants exercised | (80 | ) | (1,122 | ) | ||
| Acquisition of Tintic by Osisko Development (Note 31) | (10,827 | ) | - | |||
| Change in fair value - warrants exercised(i) | (322 | ) | 300 | |||
| Change in fair value - warrants expired(i) | (405 | ) | (15 | ) | ||
| Change in fair value - investments held at the end of the period(i) | (4,304 | ) | (2,046 | ) | ||
| Foreign exchange revaluation impact | 49 | - | ||||
| Deconsolidation of Osisko Development (Note 31) | (110 | ) | - | |||
| Balance - December 31 | 26,903 | 34,934 |
(i) Recognized in the consolidated statements of loss under other (losses) gains, net.
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 and the convertible instruments of publicly traded mining exploration and development companies, classified as Level 3, is determined using directly or indirectly 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 have resulted in an insignificant variation of the fair value of the warrants and convertible instruments as at December 31, 2022 and 2021.
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Osisko Gold Royalties Ltd |
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(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
27. Fair value of financial instruments (continued)
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, revenues receivable from royalty, stream and other interests, amounts receivable from associates and other receivables, notes receivable, other financing facilities receivable, accounts payable and accrued liabilities and long-term debt. The fair values of cash, revenues receivable from royalty, stream and other interests, amounts receivable from associates and other receivables and accounts payable and accrued liabilities approximate their carrying values due to their short-term nature. The carrying value of the liability under the revolving credit facility approximates its fair value given that the credit spread is similar to the credit spread the Company would obtain under similar conditions at the reporting date. 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 risk parameters or assumptions related to the instruments since the issuance, acquisition or renewal of those financial instruments.
The following table presents the carrying amount and the fair value of long-term debt (excluding the liability under the revolving credit facility) on December 31, 2022 and 2021:
| December 31, 2022 | December 31, 2021 | |||||||||||
| Fair value |
Carrying amount |
Fair Value |
Carrying amount |
|||||||||
| $ | $ | |||||||||||
| Long-term debt - Level 1 | - | - | 303,000 | 293,281 | ||||||||
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Osisko Gold Royalties Ltd |
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(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
28. Segment disclosure
Prior to the deconsolidation of Osisko Development on September 30, 2022 (Note 31), the President and CEO organized and managed the business under two operating segments: (i) acquiring and managing precious metals and other royalties, streams and other interests, and (ii) the exploration, evaluation and development of mining projects. Following the deconsolidation of Osisko Development, and the deemed disposal of the exploration, evaluation and development of mining projects segment, the President and CEO organizes and manages the business under a single operating segment, consisting of acquiring and managing precious metals and other royalties, streams and other interests. All of the Company's assets, liabilities, revenues, expenses and cash flows from continuing operations are attributable to this single operating segment. The following tables present segmented information for this single segment.
Geographic revenues
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 year ended December 31, 2022 and 2021, royalty, stream and other interest revenues were earned from the following jurisdictions:
| North America (i) |
South America |
Australia |
Africa |
Europe |
Total |
|||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||
| 2022 | ||||||||||||||||||
| Royalties | 140,488 | 1,257 | 69 | 2,252 | - | 144,066 | ||||||||||||
| Streams | 39,701 | 23,948 | 892 | - | 9,202 | 73,743 | ||||||||||||
| 180,189 | 25,205 | 961 | 2,252 | 9,202 | 217,809 | |||||||||||||
| 2021 | ||||||||||||||||||
| Royalties | 134,544 | 1,112 | 6 | 4,617 | - | 140,279 | ||||||||||||
| Streams | 27,624 | 20,284 | 1,548 | - | 9,877 | 59,333 | ||||||||||||
| Offtakes | 25,265 | - | - | - | - | 25,265 | ||||||||||||
| 187,433 | 21,396 | 1,554 | 4,617 | 9,877 | 224,877 |
(i) 91% of North America's revenues are generated from Canada in 2022 (83% in 2021).
In 2022, three royalty/stream interests generated revenues of $132.3 million ($122.4 million in 2021), which represented 61% of revenues (61% of revenues in 2021, excluding revenues generated from the offtake interests), including one royalty interest that generated revenues of $78.8 million ($81.3 million in 2021).
In 2022, revenues generated from precious metals and diamonds represented 85% and 14% of revenues, respectively. In 2021, revenues generated from precious metals and diamonds represented 89% and 9% of revenues, respectively (87% and 11% excluding offtakes, respectively).
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Osisko Gold Royalties Ltd |
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(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
28. Segment disclosure (continued)
Geographic net assets
The following table summarizes the royalty, stream and other interests by jurisdiction, as at December 31, 2022 and December 31, 2021, which is based on the location of the properties related to the royalty, stream or other interests:
| North America (i) |
South America |
Australia |
Africa |
Asia |
Europe |
Total |
|||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | |||||||||||||||
| December 31, 2022 | |||||||||||||||||||||
| Royalties | 664,985 | 157,552 | 17,345 | 24,228 | - | 14,965 | 879,075 | ||||||||||||||
| Streams | 225,517 | 177,853 | - | - | 30,203 | 51,017 | 484,590 | ||||||||||||||
| Offtakes | - | - | 9,572 | - | 5,016 | - | 14,588 | ||||||||||||||
| 890,502 | 335,405 | 26,917 | 24,228 | 35,219 | 65,982 | 1,378,253 | |||||||||||||||
| December 31, 2021 | |||||||||||||||||||||
| Royalties | 595,931 | 57,673 | 13,742 | 20,453 | - | 15,215 | 703,014 | ||||||||||||||
| Streams | 185,031 | 173,773 | - | - | 28,272 | 51,055 | 438,131 | ||||||||||||||
| Offtakes | - | - | 8,960 | - | 4,696 | - | 13,656 | ||||||||||||||
| 780,962 | 231,446 | 22,702 | 20,453 | 32,968 | 66,270 | 1,154,801 | |||||||||||||||
(i) 81% of North America's net interests are located in Canada as at December 31, 2022 (82% as at December 31, 2021).
29. Related party transactions
In 2022, interest revenues of $4.2 million were recorded on notes receivable from associates ($3.6 million in 2021). As at December 31, 2022, interest receivable from associates of $8.0 million are included in amounts receivable ($4.6 million as at December 31, 2021). Loans, notes receivable, and convertible instruments from related parties amounted to $30.9 million as at December 31, 2022 ($42.3 million as at December 31, 2021) and were included in other investments on the consolidated balance sheets. As of December 31, 2022, Osisko acts as a guarantor towards an insurance company that has issued environmental bonds to governmental authorities in the name of Osisko Development valued at approximately $17.9 million.
In January 2023, the convertible secured senior note of $17.6 million held from Falco Resources Ltd. was amended. The accrued interest receivable of $2.8 million was capitalized to the capital of the note, the interest rate was increased from 7% to 8% per annum, the conversion price was reduced from $0.55 to $0.50 per common share and the maturity date of the note was extended to December 31, 2024. In addition, the Company has the ability to apply the loan or a portion of the loan against future stream payments (Note 30).
Additional transactions with related parties are described under Notes 11, 30 and 31.
56
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Osisko Gold Royalties Ltd |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
30. Commitments
Investments in royalty and stream interests
As at December 31, 2022, significant commitments related to the acquisition of royalties and streams are detailed in the following table:
| Company | Project (asset) | Installments | Triggering events |
| Aquila Resources Inc. | Back Forty project (gold stream) |
US$5.0 million | Receipt of all material permits for the construction and operation of the project. |
| US$25.0 million | Pro rata to drawdowns with construction finance facility. | ||
| Falco Resources Ltd. | Horne 5 project (silver stream) |
$45.0 million | Receipt of all necessary material third-party approvals, licenses, rights of way, surface rights on the property and 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 (optional) |
Payable with fourth installment, at sole election of Osisko, to increase the silver stream to 100% of payable silver (from 90%). | ||
| Metals Acquisition Corp. (i) | CSA mine (silver stream) |
US$75.0 million | Closing of the acquisition of the CSA mine by MAC. |
| Metals Acquisition Corp. (i) | CSA mine (copper stream) |
Up to US$75.0 million | Closing of the acquisition of the CSA mine by MAC. |
(i) Refer to Note 11 for details on the proposed transactions.
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Osisko Gold Royalties Ltd |
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(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
30. Commitments (continued)
Offtake and stream purchase agreements
The following table summarizes the significant commitments to pay for gold, silver and diamonds to which Osisko has the contractual right pursuant to the associated precious metals and diamond purchase agreements:
| Attributable payable production to be purchased |
Per ounce/carat cash payment (US$) |
Term of agreement |
Date of contract | |||||
| Interest | Gold | Silver | Diamond | Gold | Silver | Diamond | ||
| Amulsar stream(1),(8),(9) | 4.22% | 62.5% | $400 | $4 | 40 years | November 2015 Amended Jan. 2019 |
||
| Amulsar offtake(2),(8),(9) | 81.91% | Based on quotational period | Until delivery of 2,110,425 ounces Au |
November 2015 Amended Jan. 2019 |
||||
| Back Forty stream(3),(9) | 18.5% | 85% | 30% spot price (max $600) |
$4 | Life of mine | March 2015 (silver) Nov. 2017 (gold) Amended Dec. 2021 |
||
| Gibraltar stream(4) | 75% | nil | Life of mine | March 2018 Amended April 2020 |
||||
| Mantos Blancos stream(5) |
100% | 8% spot | Life of mine | September 2015 Amended Aug. 2019 |
||||
| Renard stream | 9.6% | Lesser of 40% of sales price or $40 | 40 years | July 2014 Amended Oct. 2018 |
||||
| San Antonio stream | 15% | 15% | 15% spot price | 15% spot price | Life of mine | November 2020 | ||
| Sasa stream(6) | 100% | $6.21 | 40 years | November 2015 | ||||
| Tintic stream(7) | 2.5% | 2.5% | 25% spot price | 25% spot price | Life of mine | September 2022 | ||
(1) Stream capped at 89,034 ounces of gold and 434,093 ounces of silver delivered. Subject to multiple buy-down options: 50% for US$34.4 million and US$31.3 million on 2nd and 3rd anniversary of commercial production, respectively.
(2) Offtake percentage will increase to 84.87% if the operator 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 Osisko Bermuda (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) 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. As of September 30, 2022, a total of 1.0 million ounces of silver have been delivered under the stream agreement.
(5) 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%. As of September 30, 2022, a total of 3.4 million ounces of silver have been delivered under the stream agreement.
(6) 3% or consumer price index (CPI) per ounce price escalation after 2016.
(7) 2.5% stream on all metals produced until 27,150 ounces of refined gold have been delivered, and thereafter 2.0% steam on all metals produced.
(8) In December 2019, Lydian International Limited, the owner of the Amulsar project, was granted protection under the Companies' Creditors Arrangement Act. In July 2020, Osisko became a shareholder of Lydian following a credit bid transaction (35.98% as at December 31, 2022).
(9) As of December 31, 2022, these assets were not in production.
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|
Osisko Gold Royalties Ltd |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
31. Deconsolidation of Osisko Development and discontinued operations
Deconsolidation of Osisko Development
On September 30, 2022, Osisko held an interest of 44.1% (compared to 75.1% as at December 31, 2021) in Osisko Development. Effective on September 30, 2022, following certain changes made to Osisko's investment agreement with Osisko Development, Osisko ceased to consolidate Osisko Development as management determined that Osisko was no longer in a position of control over Osisko Development. Immediately after, management determined it was able to exert significant influence on Osisko Development and subsequently accounted for its investment as an associate under the equity method. Accordingly, Osisko deconsolidated Osisko Development on September 30, 2022, and started accounting for its investment in Osisko Development using the equity method.
On September 30, 2022, the Company derecognized the assets and liabilities of Osisko Development from its consolidated balance sheet, recorded its interest in Osisko Development at fair value as an investment in an associate (Note 9) at $207.0 million, recognized royalty and stream interests on assets held by Osisko Development of $122.1 million (Note 11 - these assets were eliminated on consolidation prior to the loss of control) and recognized a net non-cash loss on deconsolidation of $140.9 million. Osisko Development's results of operations and cash flows were consolidated into the Company's financial statements up to September 30, 2022.
The following tables summarize the financial information related to Osisko Development on September 30, 2022, which was immediately prior to deconsolidation. The amounts disclosed are before inter-company adjustments:
Summarized balance sheet
| As at September 30, 2022 |
|||
| $ | |||
| Current assets | 168,092 | ||
| Current liabilities | (51,330 | ) | |
| Current net assets | 116,762 | ||
| Non-current assets | 902,768 | ||
| Non-current liabilities | (105,757 | ) | |
| Non-current net assets | 797,011 | ||
| Total net assets | 913,773 | ||
| Accumulated other comprehensive income | (515 | ) | |
| Non-controlling interest | (443,295 | ) |
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|
Osisko Gold Royalties Ltd |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
31. Deconsolidation of Osisko Development and discontinued operations (continued)
Deconsolidation of Osisko Development (continued)
The activities of Osisko Development represented one of two distinct business segments of the Company, namely the exploration, evaluation and development of mining projects segment (Note 28). This segment was deemed to have been disposed of and its results of operations and cash flows have been reclassified as discontinued operations. The following table summarizes the results of operations included as discontinued operations on the consolidated statements of loss for years ended December 31, 2022 and 2021. The amounts disclosed are before inter-company adjustments:
| 2022 | 2021 | |||||
| $ | $ | |||||
| Results from discontinued operations: | ||||||
| Net loss on deconsolidation | (140,910 | ) | - | |||
| Results of discontinued operations: | ||||||
| Revenues | 44,820 | 7,275 | ||||
| Impairment of assets (Note 12) | (81,000 | ) | (121,600 | ) | ||
| Other expenses, net | (89,895 | ) | (31,948 | ) | ||
| Net loss before income taxes | (126,075 | ) | (146,273 | ) | ||
| Deferred income tax (expense) recovery (see below) | (1,490 | ) | 12,971 | |||
| Net loss | (127,565 | ) | (133,302 | ) | ||
| Net loss from discontinued operations | (268,475 | ) | (133,302 | ) | ||
| Net loss per share from discontinued operations | ||||||
| Basic and diluted | (1.50 | ) | (0.80 | ) |
Equity financing transactions completed by Osisko Development
The following equity financing transactions were completed by Osisko Development in prior periods and prior to the deconsolidation and were presented under Net investments from minority shareholders in the consolidated statements of changes in equity and as discontinued operations on the consolidated statements of cash flows.
Non-brokered private placement (2021)
In January 2021, Osisko Development completed the first tranche of a non-brokered private placement through the issuance of 9,346,464 units of Osisko Development at a price of $7.50 per unit for aggregate gross proceeds of $68.6 million. Each unit consisted of one common share of Osisko Development and one-half of one common share purchase warrant of Osisko Development, which each whole warrant entitling the holder to acquire one common share of Osisko Development at a price of $10.00 per share on or prior to December 1, 2023.
In February 2021, Osisko Development completed the second and final tranche of a non-brokered private placement through the issuance of 1,515,731 units of Osisko Development at a price of $7.50 per unit for aggregate gross proceeds of $11.2 million. Each unit consisted of one common share of Osisko Development and one-half of one common share purchase warrant of Osisko Development, which each whole warrant entitling the holder to acquire one common share of Osisko Development at a price of $10.00 per share on or prior to December 1, 2023.
An amount of $73.9 million from the non-brokered private placement was received by Osisko Development in 2020. The share issue expenses related to the first and second tranches of the private placement amounted to $1.1 million ($0.8 million, net of income taxes).
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|
Osisko Gold Royalties Ltd |
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(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
31. Deconsolidation of Osisko Development and discontinued operations (continued)
Equity financing transactions completed by Osisko Development (continued)
Brokered private placement of flow-through shares (2021)
In March 2021, Osisko Development completed a "bought deal" brokered private placement of 2,055,742 flow-through shares at a price of $9.05 per flow-through share and 1,334,500 charity flow-through shares at a price of $11.24 per charity flow-through share, for aggregate gross proceeds of $33.6 million. Share issue expenses related to this private placement amounted to $1.5 million ($1.1 million, net of income taxes). The shares were issued at a premium to the market price, which was recognized as a current liability under provisions and other liabilities for $7.9 million (net of share issue costs attributed of $0.5 million). The liability was reversed and recognized to the consolidated statements of loss as flow-through premium income (included under net loss from discontinued operations) as the required expenditures were incurred.
Bought deal private placement (2022)
In March 2022, Osisko Development completed a bought deal brokered private placement of an aggregate of (i) 13,732,900 ODV Subscription Receipts and (ii) 9,525,850 ODV Units (together with the ODV Subscription Receipts, the "Offered Securities") at a price of $4.45 per Offered Security, for aggregate gross proceeds of approximately $103.5 million (the "ODV Bought Deal Private Placement"), including the full exercise of the underwriters' option. Each ODV Unit was comprised of one common share of the company (each, an "ODV Common Share") and one common share purchase warrant (each, an "ODV Warrant"), with each ODV Warrant entitling the holder thereof to purchase one additional ODV Common Share at a price of $7.60 per ODV Common Share for a period of 60 months following the date hereof. Each ODV Subscription Receipt entitled the holder thereof to receive one ODV Unit, upon the satisfaction of the Bought Deal Escrow Release Conditions, which were met in May 2022. In consideration for their services, the underwriters were paid a cash commission equal to 5% of the gross proceeds of the ODV Bought Deal Private Placement (other than in respect of subscribers on the President's List for which no commission was paid).
Non-brokered private placement (2022)
In March 2022, Osisko Development closed the first tranche of a non-brokered private placement (the "ODV Non-brokered Private Placement"), pursuant to which a total of 24,215,099 ODV Subscription Receipts were issued at a price of US$3.50 per ODV Subscription Receipt, for gross proceeds of approximately US$84.8 million ($108.1 million). In March 2022, Osisko Development also closed the second tranche of the ODV Non-brokered Private Placement pursuant to which an additional 9,365,689 ODV Subscription Receipts were issued at a price of US$3.50 per ODV Subscription Receipt, for additional gross proceeds of approximately US$32.8 million ($41.0 million). In April 2022, Osisko Development closed the third tranche of the ODV Non-brokered Private Placement pursuant to which an additional 512,980 ODV Subscription Receipts were issued at a price of US$3.50 per ODV Subscription Receipt, for additional gross proceeds of approximately US$1.8 million ($2.2 million).
Each ODV Subscription Receipt entitled the holder thereof to receive one ODV Unit, upon the satisfaction of the Non-brokered Private Placement Escrow Release Conditions, which were met in May 2022. Each ODV Unit was comprised of one ODV Common Share and one ODV Warrant, with each ODV Warrant entitling the holder thereof to purchase one additional ODV Common Share at a price of US$6.00 per ODV Common Share for a period of five years following the date of issue.
Share consolidation
In May 2022, Osisko Development completed a consolidation of its common shares, on a three for one basis (3:1). The equity financing transactions described above are presented prior to the share consolidation.
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Osisko Gold Royalties Ltd |
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(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
31. Deconsolidation of Osisko Development and discontinued operations (continued)
Acquisition of Tintic by Osisko Development
In May 2022, Osisko Development completed the acquisition of Tintic Consolidated Metals LLC ("Tintic"), which owns the Trixie property, as well as mineral claims covering more than 17,000 acres (including over 14,200 acres of which are patented) in Central Utah's historic Tintic Mining District (the "Tintic Transaction").
Under the terms of the Tintic Transaction, Osisko Development funded the acquisition through:
(i) the issuance of 12,049,449 common shares of Osisko Development;
(ii) aggregate cash payments of approximately US$58.7 million ($74.7 million);
(iii) the issuance of an aggregate of 2% NSR royalty, with a 50% buyback right in favour of Osisko Development exercisable within five years;
(iv) US$12.5 million in deferred payments ($15.9 million); and
(v) the granting of certain other contingent payments, rights and obligations.
Transaction costs related to the acquisition were expensed under general and administrative expenses and amounted to approximately $4.7 million. The total consideration paid amounted to approximately US$156.6 million ($199.5 million).
As of the reporting date, Osisko Development has not completed the purchase price allocation over the identifiable net assets of Tintic. Information to confirm the fair value of certain assets, mainly the mining interests and plant and equipment, the exploration and evaluation assets, the fair value of certain liabilities and the deferred income tax liability, are still to be obtained or confirmed.
The table below presents the preliminary purchase price allocation based on the best available information to Osisko Development to date:
| Consideration paid | $ | ||
| Issuance of 12,049,449 common shares of Osisko Development (i) | 109,656 | ||
| Cash | 63,881 | ||
| Convertible instruments (ii) | 10,827 | ||
| Fair value of deferred consideration of US$12.5 million ($15.9 million) | 13,414 | ||
| Fair value of other contingent payments, rights and obligations | 1,695 | ||
| 199,473 | |||
| Net assets acquired | $ | ||
| Current assets | 2,705 | ||
| Mining assets and plant and equipment | 182,229 | ||
| Exploration and evaluation | 38,508 | ||
| Other non-current assets | 1,735 | ||
| Current liabilities | (1,322 | ) | |
| Non-current liabilities | (4,925 | ) | |
| Deferred income tax liability | (19,457 | ) | |
| 199,473 |
(i) Prior to the share consolidation.
(ii) Represent the convertible instruments amounting to US$8.5 million ($10.8 million) issued to the sellers prior to the closing of the Tintic Transaction, which were part of the acquisition price.
For the year ended December 31, 2022, the revenues and net loss of Tintic included in the statement of loss under net loss from discontinued operations amounted respectively to $11.5 million and $1.6 million.
If changes were made to the final purchase price allocation by Osisko Development, these changes would need to be reflected in the purchase price allocation presented above and in the resulting deconsolidation entries.
62
|
Osisko Gold Royalties Ltd |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
31. Deconsolidation of Osisko Development and discontinued operations (continued)
Significant accounting policies applicable to the discontinued operations
(a) Business combinations
On the acquisition of a business, the acquisition method of accounting is used whereby the identifiable assets, liabilities and contingent liabilities (identifiable net assets) of the business are measured at fair value at the date of acquisition. Provisional fair values estimated 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 of the consideration paid is treated as goodwill, and any bargain gain is immediately recognized in the statement of income or loss and comprehensive income or loss. If control is lost as a result of a transaction, the participation retained is 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 statement of income or 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.
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).
(b) Non-controlling interests
Non-controlling interests represent an equity interest in a subsidiary owned by an outside party. The share of net assets of the subsidiary attributable to the non-controlling interests is presented as a component of equity. Their share of net income or loss and comprehensive income or loss is recognized directly in equity. Changes in the Company's ownership interest in the subsidiary that do not result in a loss of control are accounted for as equity transactions.
(c) Refundable tax credits for mining exploration expenses
Osisko Development is entitled to refundable tax credits on qualified mining exploration and evaluation expenses incurred in the provinces of Québec and British-Columbia. The credits are accounted for against the exploration and evaluation expenses incurred.
(d) Inventories
Inventories are valued at the lower of cost and net realizable value. Cost is determined on a weighted average basis.
63
|
Osisko Gold Royalties Ltd |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
31. Deconsolidation of Osisko Development and discontinued operations (continued)
Significant accounting policies applicable to the discontinued operations (continued)
(e) Mining interests and property and equipment
Mining interests
Mining 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 Osisko Development in the near future. Subsequent to completion of a positive economic analysis on a mineral property, capitalized exploration and evaluation assets are transferred into mining interests, or as an item of property and equipment, based on the nature of the underlying asset.
Mining interests are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of an asset, including the purchase price and all expenditures undertaken in the development, construction, installation and/or completion of mine production facilities. All expenditures related to the construction of mine declines and orebody access, including mine shafts and ventilation raises, are considered to be capital development and are capitalized. The development and commissioning phase ceases upon the commencement of commercial production.
Subsequent to the commencement of commercial production, further development expenditures incurred with respect to a mining interest are capitalized as part of the mining interest, when it is probable that additional future economic benefits associated with the expenditure will flow to Osisko Development. Otherwise, such expenditures are classified as other operating costs. Mining interest assets are subject to periodic review for impairment when events or changes in circumstances indicate the project's carrying value may not be recoverable. Upon commencement of commercial production, mining interests are depleted over the life of the mine using the unit-of production method based on the economic life of the related deposit.
Determination of commencement of commercial production is a complex process and requires significant assumptions and estimates. The commencement of commercial production is defined as the date when the mine is capable of operating in the manner intended by management. Osisko Development considers primarily the following factors, among others, when determining the commencement of commercial production:
• All major capital expenditures to achieve a consistent level of production and desired capacity have been incurred;
• A reasonable period of testing of the mine plant and equipment has been completed;
• A predetermined percentage of design capacity of the mine and mill has been reached; and
• Required production levels, grades and recoveries have been achieved.
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 Osisko Development 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 |
2-7 years |
|
Exploration equipment and facilities |
2-20 years |
|
Mining plant and equipment (development) |
3-20 years |
|
Right-of-use assets |
Shorter of useful life and lease term |
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.
64
|
Osisko Gold Royalties Ltd |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
31. Deconsolidation of Osisko Development and discontinued operations (continued)
Significant accounting policies applicable to the discontinued operations (continued)
(f) 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.
65
|
Osisko Gold Royalties Ltd |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
31. Deconsolidation of Osisko Development and discontinued operations (continued)
Significant accounting policies applicable to the discontinued operations (continued)
(g) Provision for environmental rehabilitation
Provision for environmental rehabilitation, restructuring costs and legal claims, where applicable, is recognized when:
(i) Osisko Development 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 is 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 Osisko Development'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.
Reclamation deposits
Reclamation deposits are term deposits held for the benefit of the Government of the Province of British Columbia as collateral for possible rehabilitation activities on Osisko Development'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 other assets on the consolidated balance sheets.
(h) Share-based compensation
Share option plan
Osisko Development offers a share option plan to 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.
Deferred and restricted share units
Osisko Development offers a DSU plan to its non-executive directors and a RSU plan to its officers, employees and consultants as part of their long-term compensation package, entitling them to receive a payment in the form of common shares, cash (based on the Osisko Development's share price at the relevant time) or a combination of common shares and cash, at the sole discretion of Osisko Development. The fair value of the DSU and RSU granted by Osisko Development to be settled in common shares is measured on the grant date and is recognized over the vesting period under non-controlling interests 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.
66
|
Osisko Gold Royalties Ltd |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
31. Deconsolidation of Osisko Development and discontinued operations (continued)
Significant accounting estimates and assumptions applicable to the discontinued operations
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 Osisko Development's mining properties. Osisko Development 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.
Impairment of exploration and evaluation assets, mining interests and plant and equipment
Osisko Development'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 income or 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 income or loss.
Osisko Development'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, Osisko Development 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, operating costs, discount rates and foreign exchange rates. 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.
Osisko Development 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.
67
|
Osisko Gold Royalties Ltd |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
31. Deconsolidation of Osisko Development and discontinued operations (continued)
Significant accounting estimates and assumptions applicable to the discontinued operations (continued)
Provision for environmental rehabilitation
Provision for environmental rehabilitation is based on Osisko Development's 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.
Significant judgements in applying the accounting policies related to the discontinued operations
Business combinations
The assessment of whether an acquisition meets the definition of a business, or whether assets are acquired is an area of judgement. The assumptions and estimates with respect to determining the fair value of assets acquired and liabilities assumed, exploration and evaluation properties and mining interests and property, plant and equipment in particular, generally requires a high degree of judgement. Changes in the judgements made could impact the amounts assigned to assets and liabilities.
Impairment of exploration and evaluation assets, mining interests and plant and equipment
Assessment of impairment of exploration and evaluation assets (including exploration and evaluation assets under a farm-out agreement), mining interests and plant and equipment 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 Osisko Development's exploration and evaluation, mining interests and plant and equipment assets.
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 Osisko Development 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 Osisko Development or its farmee; a significant change in current or forecast commodity prices or in interest rates; and a significant change in expected recoverable ore reserves and operating costs.
Changes in the judgements used in determining the fair value of the exploration and evaluation assets, mining interests and plant and equipment could impact the impairment analysis.
32. Subsequent event
Dividend
On February 23, 2023, the Board of Directors declared a quarterly dividend of $0.055 per common share payable on April 14, 2023 to shareholders of record as of the close of business on March 31, 2023.
68
Management's Discussion and Analysis
For the year ended December 31, 2022
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, 2022 should be read in conjunction with the Company's audited consolidated financial statements and related notes for the year ended December 31, 2022. 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 and Risk 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 23, 2023, the date when the Board of Directors has approved the Company's audited consolidated financial statements for the year ended December 31, 2022 following the recommendation of the Audit and Risk 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
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
Description of the Business
Osisko Gold Royalties Ltd is engaged in the business of investing in high quality mining assets by acquiring and managing royalties, streams and similar interests on precious metals and other commodities that fit Osisko's risk/reward objectives. Osisko is a public company traded on the Toronto Stock Exchange ("TSX") and the New York Stock Exchange ("NYSE") 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. The Company's cornerstone asset is a 5% net smelter return ("NSR") royalty on the Canadian Malartic mine, located in Canada.
As at December 31, 2022 and as of the date of this MD&A, Osisko held an interest of 44.1% in Osisko Development Corp. ("Osisko Development"), a mining exploration, evaluation and development company launched in 2020 through a reverse take-over transaction where Osisko transferred its mining assets and activities to Osisko Development.
On September 30, 2022, following certain changes made to Osisko's investment agreement with Osisko Development, and based on other facts and circumstances, Osisko ceased to consolidate Osisko Development as management determined that Osisko was no longer in a position of control over Osisko Development. Immediately after, management determined that Osisko was able to exert significant influence on Osisko Development and accounted for its investment as an associate under the equity method. Accordingly, Osisko deconsolidated Osisko Development on September 30, 2022, and started accounting for its investment in Osisko Development using the equity method. Please refer to the Deconsolidation of Osisko Development and Discontinued Operations section of this MD&A for more details.
In this MD&A, reference to Osisko is to Osisko Gold Royalties Ltd and its subsidiaries, excluding Osisko Development and its subsidiaries. Reference to Osisko Development is to Osisko Development Corp. and its subsidiaries.
Business Model and Strategy
Osisko's main focus is on making investments in high quality, long-life precious metals royalty and stream 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.
International Situation
International conflicts, geopolitical tensions and significant inflationary environments have historically led to, and may in the future lead to, uncertainty or volatility in global commodity markets, financial markets and supply chains. Russia's invasion of Ukraine has led to sanctions being levied against Russia by the international community and may result in additional sanctions or other international actions, any of which may have a destabilizing effect on commodity prices, supply chains and global economies more broadly, and may generate more inflationary pressures. Volatility in commodity prices, supply chain disruptions, increased interest rates and continued inflationary pressures may adversely affect the Company's business, financial condition and results of operations, directly or indirectly. The extent and duration of the current Russia-Ukraine conflict and related international actions cannot be accurately predicted at this time and the effects of such conflict may magnify the impact of the other risks identified in this MD&A or in the Annual Information Form, including those relating to commodity price volatility, global financial conditions and inflationary pressures.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
Highlights - 2022
- Deconsolidation of Osisko Development as of September 30, 2022 and presentation of its results as discontinued operations on the consolidated statements of loss and the consolidated statements of cash flows;
- 89,367 gold equivalent ounces ("GEOs1") earned (compared to 80,000 GEOs in 2021)2;
- Record revenues from royalties and streams of $217.8 million ($199.6 million in 2021; $224.9 million including offtakes);
- Record cash flows generated by operating activities from continuing operations of $175.1 million ($153.2 million in 2021);
- Net earnings from continuing operations of $85.3 million, $0.47 per basic share ($76.6 million, $0.46 per basic share in 2021);
- Adjusted earnings3 of $111.3 million, $0.62 per basic share ($94.4 million, $0.56 per basic share in 2021);
- Bought deal public offering of 18,600,000 common shares at a price of US$13.45 per common share for total gross proceeds of US$250.2 million;
- Publication of the inaugural Asset Handbook and the second edition of the environmental, social and governance ("ESG") report, Growing Responsibly;
- Osisko Bermuda Limited ("Osisko Bermuda"), a wholly-owned subsidiary of Osisko, entered into a revised binding agreement with Metals Acquisition Corp. ("MAC") with respect to a US$75.0 million silver stream (the "CSA Silver Stream") to facilitate MAC's acquisition of the producing CSA mine in New South Wales, Australia ("CSA"). Osisko Bermuda also entered into a backstop financing agreement with respect to an up to US$75 million copper stream;
- Osisko Bermuda entered into an agreement with Tintic, a subsidiary of Osisko Development, with respect to a metals stream (the "Tintic Stream") on the Trixie property, as well as mineral claims covering more than 17,000 acres in Central Utah's historic Tintic Mining District (including the Trixie property, the "Tintic Property");
- Acquisition of a 1.0% NSR royalty covering the currently known mineralization and prospective exploration areas that constitute the Marimaca copper project located in Antofagasta, Chile, for US$15.5 million ($20.3 million);
- Acquisition of a 0.6% NSR royalty for US$50.0 million ($67.2 million) covering the entire 4,979 hectare Cascabel property, including the Alpala project, located in northeastern Ecuador and operated by SolGold plc ("SolGold").
- Took up 20% participation right in Carbon Streaming Corporation's Magdalena Bay Blue carbon project, expected to be one of the largest blue carbon conservation projects in the world. Osisko has funded US$1.2 million towards the development of the project and will receive a stream of approximately 40,000 carbon credits annually or 4% of annual production;
- Increase of the accordion feature of the revolving credit facility from $100.0 million to $200.0 million and extension of the maturity date to September 29, 2026;
- Repayment of the $300 million convertible debentures that came to maturity, using $150.0 million from the cash balance and the credit facility for the same amount;
- Repurchase of 1.7 million common shares for $22.1 million under the normal course issuer bid (average acquisition price of $13.06);
- Appointment of Ms. Edie Hofmeister and Mr. Rob Krcmarov to the Board of Directors;
- Declaration of quarterly dividends totaling $0.22 per common share in 2022 compared to $0.21 per common share in 2021.
Highlights - Subsequent to December 31, 2022
- Declaration of a quarterly dividend of $0.055 per common share payable on April 14, 2023 to shareholders of record as of the close of business on March 31, 2023.
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. For average metal prices used, refer to the Portfolio of Royalty, Stream and Other Interests section of this MD&A.
2 Osisko had committed to reinvest its net proceeds from the Renard diamond stream through a bridge loan with the operator until April 30, 2022. Repayments under the stream were reinitiated on May 1, 2022. Refer to the Portfolio of Royalty, Stream and Other Interests section of this MD&A.
3 "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 MD&A.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
Portfolio of Royalty, Stream and Other Interests
The following table details the GEOs earned by the Company's producing royalty, stream and other interests:
| Three months ended December 31, |
Years ended December 31, |
|||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Gold | ||||||||||||
| Canadian Malartic royalty | 8,464 | 8,849 | 32,776 | 35,610 | ||||||||
| Eagle Gold royalty | 1,787 | 2,432 | 7,329 | 8,506 | ||||||||
| Éléonore royalty | 1,460 | 1,420 | 4,661 | 5,632 | ||||||||
| Seabee royalty | 1,031 | 771 | 4,398 | 3,452 | ||||||||
| Island Gold royalty | 671 | 471 | 2,487 | 2,189 | ||||||||
| Ermitaño royalty | 471 | - | 1,903 | - | ||||||||
| Lamaque royalty | 417 | 285 | 1,677 | 1,264 | ||||||||
| Pan royalty | 406 | 539 | 1,657 | 1,832 | ||||||||
| San Antonio stream | 1,182 | - | 1,451 | - | ||||||||
| Bald Mountain royalty | 332 | 88 | 922 | 511 | ||||||||
| Matilda stream (i) | - | 104 | 383 | 685 | ||||||||
| Others | 654 | 231 | 1,985 | 1,009 | ||||||||
| 16,875 | 15,190 | 61,629 | 60,690 | |||||||||
| Silver | ||||||||||||
| Mantos Blancos stream | 2,830 | 2,079 | 10,344 | 9,141 | ||||||||
| Sasa stream | 1,005 | 1,043 | 3,936 | 4,441 | ||||||||
| Gibraltar stream | 676 | 828 | 2,205 | 2,676 | ||||||||
| Canadian Malartic royalty | 67 | 90 | 294 | 400 | ||||||||
| Others | 57 | 63 | 246 | 492 | ||||||||
| 4,635 | 4,103 | 17,025 | 17,150 | |||||||||
| Diamonds | ||||||||||||
| Renard stream (ii) | 3,403 | 3,042 | 12,634 | 9,210 | ||||||||
| Others | 17 | 26 | 126 | 107 | ||||||||
| 3,420 | 3,068 | 12,760 | 9,317 | |||||||||
| Other metals | ||||||||||||
| Kwale royalty and others | 93 | 511 | 978 | 2,053 | ||||||||
| Total GEOs | 25,023 | 22,872 | 92,392 | 89,210 | ||||||||
| Total GEOs, excluding GEOs earned on the Renard stream until April 30, 2022 (ii) | 25,023 | 19,830 | 89,367 | 80,000 | ||||||||
(i) In July 2022, Wiluna Mining Corporation Limited announced the appointment of Voluntary Administrators in Australia. Deliveries under the stream agreement were suspended by the Voluntary Administrators in July 2022.
(ii) Until April 30, 2022, GEOs from the Renard diamond stream were subtracted when presenting Osisko's total attributable GEOs because cash flows from the Renard diamond stream were reinvested through a bridge loan with the operator until that date.
The following table compares the actual results with the guidance released in the first quarter of 2022:
| Actual results | Guidance | ||||||||||||||
| |
GEOs |
Cash Margin |
Low | High | Cash margin |
||||||||||
| (%) | (GEOs) | (GEOs) | (%) | ||||||||||||
| Royalty interests | 60,761 | 99.3% | 60,300 | 63,600 | 99.6% | ||||||||||
| Stream interests | 28,606 | 79.6% | 29,700 | 31,400 | 79.6% | ||||||||||
| 89,367 | 92.6% | 90,000 | 95,000 | 92.5% | |||||||||||
GEOs earned, year-over-year, increased by 12% in 2022, but were slightly lower than the low end of the guidance of 90,000 ounces. This was partly due to the Eagle mine still working towards steady-state production and the Mantos mine facing delays in the ramp up of its mill expansion. The higher gold-silver price ratio, experienced mostly in the second and third quarters, also reduced GEOs earned by approximately 1,550 ounces in 2022 versus expectations.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
GEOs by Product
Average Metal Prices and Exchange Rate
| Three months ended December 31, |
Years ended December 31, |
|||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Gold(i) | $1,727 | $1,796 | $1,800 | $1,799 | ||||||||
| Silver(ii) | $21 | $23 | $22 | $25 | ||||||||
| Exchange rate (US$/Can$)(iii) | 1.3578 | 1.2603 | 1.3013 | 1.2535 | ||||||||
(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.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
Royalty, Stream and Other Interests Portfolio Overview
As at December 31, 2022, Osisko owned a portfolio of 169 royalties, 12 streams and 3 offtakes, as well as 7 royalty options. Currently, the Company has 20 producing assets.
Portfolio by asset stage
| Asset stage | Royalties | Streams | Offtakes | Total number of assets |
||||||||
| Producing | 13 | 7 | - | 20 | ||||||||
| Development (construction) | 14 | 5 | 2 | 21 | ||||||||
| Exploration and evaluation | 142 | - | 1 | 143 | ||||||||
| 169 | 12 | 3 | 184 |
Producing assets
| Asset | Operator | Interest | Commodity | Jurisdiction |
| North America | ||||
| Canadian Malartic | Agnico Eagle Mines Limited Yamana Gold Inc. |
3 - 5% NSR royalty | Au, Ag | Canada |
| Eagle Gold | Victoria Gold Corp. | 5% NSR royalty | Au | Canada |
| Éléonore | Newmont Corporation | 2.2 - 3.5% NSR royalty | Au | Canada |
| Seabee | SSR Mining Inc. | 3% NSR royalty | Au | Canada |
| Gibraltar | Taseko Mines Limited | 75% stream | Ag | Canada |
| Island Gold | Alamos Gold Inc. | 1.38 - 3% NSR royalty | Au | Canada |
| Pan | Calibre Mining Corp. | 4% NSR royalty | Au | USA |
| Lamaque | Eldorado Gold Corporation | 1% NSR royalty | Au | Canada |
| Bald Mtn. Alligator Ridge / Duke & Trapper | Kinross Gold Corporation | 1% / 4% GSR(i) royalty | Au | USA |
| Parral(ii) | GoGold Resources Inc. | 2.4% stream | Au, Ag | Mexico |
| Santana | Minera Alamos Inc. | 3% NSR royalty | Au | Mexico |
| Ermitaño | First Majestic Silver Corp. | 2% NSR royalty | Au, Ag | Mexico |
| Renard(iii) | Stornoway Diamonds (Canada) Inc. | 9.6% stream | Diamonds | Canada |
| Tintic | Osisko Development | 2.5% stream | Au, Ag | USA |
| Outside of North America | ||||
| Mantos Blancos | Capstone Copper Corp. | 100% stream | Ag | Chile |
| Sasa | Central Asia Metals plc | 100% stream | Ag | Macedonia |
| Kwale | Base Resources Limited | 1.5% GRR(iv) | Rutile, Ilmenite, Zircon | Kenya |
| Matilda(v) | Wiluna Mining Corporation | 1.65% stream | Au | Australia |
| Fruta del Norte | Lundin Gold Inc. | 0.1% NSR royalty | Au | Ecuador |
| Brauna | Lipari Mineração Ltda | 1% GRR | Diamonds | Brazil |
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
Key development / exploration and evaluation assets(vi)
| Asset | Operator | Interest | Commodities | Jurisdiction |
| Akasaba West | Agnico Eagle Mines Limited | 2.5% NSR royalty | Au | Canada |
| Altar | Aldebaran and Sibanye-Stillwater | 1% NSR royalty | Cu, Au | Argentina |
| Arctic | South 32 / Trilogy Metals Inc. | 1% NSR royalty | Cu | USA |
| Amulsar(vi) | Lydian Canada Ventures Corporation | 4.22% Au / 62.5% Ag stream | Au, Ag | Armenia |
| Amulsar | Lydian Canada Ventures Corporation | 81.9% offtake | Au | Armenia |
| Back Forty | Gold Resources Corporation | 18.5% Au / 85% Ag streams | Au, Ag | USA |
| Canadian Malartic Underground | Agnico Eagle Mines Limited Yamana Gold Inc. |
3 - 5% NSR royalty | Au | Canada |
| Cariboo | Osisko Development | 5% NSR royalty | Au | Canada |
| Cascabel | SolGold plc | 0.6% NSR royalty | Cu, Au | Ecuador |
| Casino | Western Copper & Gold Corporation | 2.75% NSR royalty | Au, Ag, Cu | Canada |
| Cerro del Gallo | Argonaut Gold Inc. | 3% NSR royalty | Au, Ag, Cu | Mexico |
| Copperwood | Highland Copper Company Inc. | 1.5% NSR royalty | Ag, Cu | USA |
| Copperwood/White Pine | Highland Copper Company Inc. | 3/26th NSR royalty | Ag | USA |
| Corvette | Patriot Battery Metals Inc. | 2% NSR royalty | Lithium (Li) | Canada |
| Dolphin Tungsten | King Island Scheelite Limited | 1.5% GRR | Tungsten (W) | Australia |
| Hammond Reef | Agnico Eagle Mines Limited | 2% NSR royalty | Au | Canada |
| Hermosa | South 32 Limited | 1% NSR royalty | Zn, Mn, Pb, Ag | USA |
| Horne 5 | Falco Resources Ltd. | 90% - 100% stream | Ag | Canada |
| Magino | Argonaut Gold Inc. | 3% NSR royalty | Au | Canada |
| Marimaca | Marimaca Copper Corp. | 1% NSR royalty | Cu | Chile |
| Ollachea | Kuri Kullu / Minera IRL | 1% NSR royalty | Au | Peru |
| San Antonio | Osisko Development | 15% stream | Au, Ag | Mexico |
| Spring Valley(vii) | Waterton Global Resource Management | 2.5 - 3% NSR royalty | Au | USA |
| Tocantinzinho(viii) | G Mining Ventures Corp. | 0.75% NSR royalty | Au | Brazil |
| Upper Beaver | Agnico Eagle Mines Limited | 2% NSR royalty | Au, Cu | Canada |
| West Kenya | Shanta Gold Limited | 2% NSR royalty | Au | Kenya |
| Wharekirauponga (WKP) | OceanaGold Corporation | 2% NSR royalty | Au | New Zealand |
| White Pine | Highland Copper Company Inc. | 1.5% NSR royalty | Ag, Cu | USA |
| Windfall | Osisko Mining Inc. | 2.0 - 3.0% NSR royalty | Au | Canada |
(i) Gross smelter return ("GSR").
(ii) Effective April 29, 2021, the Parral offtake was converted into a 2.4% gold and silver stream.
(iii) Osisko became a 35.1% shareholder of the private entity holding the Renard diamond mine on November 1, 2019.
(iv) Gross revenue royalty ("GRR").
(v) In July 2022, Wiluna Mining Corporation Limited announced the appointment of Voluntary Administrators in Australia. Deliveries under the royalty stream were suspended by the Voluntary Administrator in July 2022.
(vi) As at December 31, 2019, Lydian International Limited, the owner of the Amulsar project, was granted protection under the Companies' Creditors Arrangement Act. In July 2020, a credit bid was completed and Osisko became a shareholder of Lydian Canada Ventures Corporation, which is the private entity now holding the Amulsar project in Armenia.
(vii) The 3% NSR royalty is on the core resource area; a separate 1% is applicable on the periphery of the property.
(viii) Duringthe third quarter of 2022, the operator exercised its buy-down option to reduce the royalty by 1% to 0.75%.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
Main Producing Assets
Geographical Distribution of Assets
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
Royalty, stream and offtake interests transactions
Potential silver stream - CSA mine
In March 2022, Osisko Bermuda entered into an agreement with Metals Acquisition Corp. ("MAC") with respect to a US$90.0 million silver stream (the "CSA Silver Stream") to facilitate MAC's acquisition of the producing CSA mine in New South Wales, Australia ("CSA"). MAC announced in March 2022 that it had entered into an agreement to acquire 100% of the shares of the owner of CSA from a subsidiary of Glencore plc (the "CSA Acquisition Transaction").
In December 2022, Osisko Bermuda entered into a revised binding agreement. Under the revised CSA Silver Stream agreement, the upfront cash payment payable by Osisko Bermuda to MAC has been reduced from US$90.0 million to US$75.0 million (the "Silver Deposit"). In the event the silver price averages at least US$25.50 per ounce over the ten business days immediately prior to the closing of the transaction, the Silver Deposit will be increased by US$15.0 million to a total of US$90.0 million.
The Silver Deposit would be payable in full on closing of the Silver Stream, with proceeds to be used to fund in part the purchase price payable by MAC for the CSA Acquisition Transaction. Osisko Bermuda would be entitled to receive 100% of payable silver produced from CSA for the life of the mine. Osisko Bermuda would make ongoing payments for refined silver delivered equal to 4% of the spot silver price at the time of delivery. MAC and certain of its subsidiaries, including the operating subsidiary, would provide Osisko Bermuda with corporate guarantees and other security over their assets for its obligations under the CSA Silver Stream.
MAC would grant Osisko Bermuda a right of first refusal in respect of the sale, transfer or buy-back of any royalty, stream or similar interest in the products mined or otherwise extracted from any property owned or acquired by MAC or an affiliate between the closing date and the later of the seventh anniversary of the closing date or the date on which Osisko Bermuda or any affiliate ceases to hold or control more than 5% of the issued and outstanding common shares of MAC.
Closing of the CSA Silver Stream is expected in the first half of 2023, and is subject to certain conditions precedent, including, among others, closing of the CSA Acquisition Transaction. Closing of the CSA Acquisition Transaction is subject to, among other things, MAC's closing of the financings to acquire CSA, MAC shareholder's approving the CSA Acquisition Transaction, and certain regulatory approvals. Osisko Bermuda also agreed to subscribe for US$15.0 million in equity of MAC concurrently with the closing of the CSA Silver Stream.
Potential backstop copper stream - CSA mine
Osisko Bermuda entered into a potential backstop financing agreement with MAC where Osisko Bermuda may provide an upfront deposit of up to US$75 million in respect of a copper stream on CSA (the "Available Copper Deposit"), which MAC may draw in whole or in part to fund any shortfall in the equity financing required to complete the acquisition of the mine. If the full deposit is drawn, Osisko Bermuda will be entitled to receive 3.0% of payable copper until the 5th anniversary of the closing date (the "First Threshold Stream"), then 4.875% of payable copper until 33,000 metric tonnes have been delivered in aggregate (the "Second Threshold Stream"), and thereafter 2.25% for the remaining life of mine. In conjunction with the potential CSA backstop copper stream, Osisko Bermuda has agreed to subscribe for up to US$25.0 million in equity of MAC as part of its concurrent equity financing (the "Copper Equity Subscription"). The final amount of the Copper Equity Subscription shall be proportional to the percentage of the Available Copper Deposit drawn by MAC.
Metals stream - Tintic property
In September 2022, Osisko Bermuda entered into a definitive agreement with Tintic Consolidated Metals LLC, a subsidiary of Osisko Development, with respect to a metals stream (the "Tintic Stream") covering the producing Trixie property, as well as mineral claims covering more than 17,000 acres (including over 14,200 acres of which are patented) in Central Utah's historic Tintic Mining District.
Osisko Bermuda made an upfront cash payment of US$20.0 million ($27.1 million), which will be used by Osisko Development to fund the development of the Tintic Property. Osisko Bermuda will purchase 2.5% of all metals produced from the Tintic Property until 27,150 ounces of refined gold have been delivered. Thereafter, Osisko Bermuda will purchase 2.0% of all metals produced from the Tintic Property for the remaining life of mine. Osisko Bermuda will make ongoing payments for refined metals delivered to the Tintic Stream equal to 25% of the spot prices on the day prior to the date of delivery. Osisko Development, Tintic Consolidated Metals LLC and certain other subsidiaries provided Osisko Bermuda corporate guarantees and other security over their assets related to the Tintic Property. The economic effective date of the transaction was May 29, 2022 and Osisko Bermuda received its first gold delivery during the third quarter of 2022.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
Copper NSR royalty - Marimaca copper project
In September 2022, Osisko acquired a 1.0% NSR royalty for US$15.5 million ($20.3 million) covering the currently known mineralization and prospective exploration areas that constitute the Marimaca copper project located in Antofagasta, Chile, owned and operated by Marimaca Copper Corp. As part of the transaction, Osisko has been granted certain rights including a right of first refusal with respect to any royalty, stream, or similar interest in connection with financing the Marimaca project.
Copper-gold NSR royalty - Cascabel copper-gold project
In November 2022, Osisko acquired a 0.6% NSR royalty for US$50.0 million ($67.2 million) covering the entire 4,979 hectare Cascabel property, including the Alpala project, located in northeastern Ecuador and operated by SolGold. The Alpala deposit is the main target in the Cascabel concession, located on the northern section of the heavily endowed Andean Copper Belt. The project base is located at 800 metres above sea level in northern Ecuador, an approximately three-hour drive on sealed highway north of Quito, close to water, hydroelectric power supply and Pacific ports. The Cascabel property lies on the margin of the Eocene and Miocene metallogenic belts which are renowned for hosting some of the world's largest porphyry copper and gold deposits. A pre-feasibility study outlined a mill throughput of 25 million tonnes per year fed by a block cave operation. Due to the very efficient mining method and transportation of ore to surface via conveyor belts and access to hydroelectric power, the Alpala mine has the potential to have very low carbon footprint. Beginning in 2030 and until the end of 2039, Osisko will receive minimum annual payments under the royalty of US$4.0 million. SolGold shall have a right to buydown one-third of the NSR royalty percentage for 4 years.
Update on main producing assets
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 mine 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"). On November 4, 2022, Agnico Eagle announced a binding offer to acquire Yamana's interest in its Canadian assets, including the other half of the Canadian Malartic mine. The consolidation of Canadian Malartic, expected to close in the first quarter of 2023, would give Agnico Eagle operational control during the remaining development period of the Odyssey underground project and would provide the opportunity to monetize future additional mill capacity at the mine, given Agnico Eagle's extensive operations and strategic land position in the region.
Osisko also holds a 5.0% NSR royalty on the East Gouldie and Odyssey South deposits, a 3.0% NSR royalty on the Odyssey North deposit and a 3-5% NSR on the East Malartic deposit, which are located adjacent to the Canadian Malartic mine. In addition, a $0.40 per tonne milling fee is payable to Osisko on ore processed from any property that was not part of the Canadian Malartic property at the time of the sale of the mine in 2014.
Guidance - 2023
On February 16, 2023, Agnico Eagle reported production guidance of 657,000 to 680,000 ounces of gold at Canadian Malartic (based on reported guidance of 575,000 to 595,000 ounces of gold, assuming 50% ownership by Agnico Eagle for the first three months of 2023 and 100% ownership by Agnico Eagle for the last nine months of the year) for the year 2023. Production from the Odyssey mine is expected to commence in March 2023, with the mined ore to be processed at the Canadian Malartic mill. The Canadian Malartic mine and the Odyssey mine will now form the Canadian Malartic Complex (the "Canadian Malartic Complex") in 2023.
Update on operations
On February 16, 2023, Agnico Eagle reported gold production in the fourth quarter of 2022 of 172,878 ounces for a total of 658,792 ounces in 2022 . Gold production in the fourth quarter of 2022 decreased when compared to the prior-year period primarily due to lower mill throughput, partially offset by higher gold grades and higher metallurgical recovery. As planned, starting in February 2022, the mill throughput levels were reduced to approximately 51,500 tonnes per day ("tpd") in an effort to optimize the production profile and cash flows during the transition to processing ore from the underground Odyssey project.
In 2023, production is expected to be sourced from the Canadian Malartic pit, the Barnat pit and the Odyssey mine, complemented by ore from the low grade stockpiles. The Canadian Malartic pit is expected to be completed late in the first half of 2023. The Odyssey mine is forecast to gradually ramp-up production in 2023, with an expected start in March 2023. The Odyssey mine is expected to contribute approximately 50,000 ounces of gold in 2023 and 80,000 ounces of gold in 2024 and 2025 to the Canadian Malartic Complex payable production.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
The mill throughput is forecast to remain at approximately 51,500 tpd in 2023. With the depletion of the Canadian Malartic pit in 2023 and the transition to in-pit tailings disposal in the second half of 2024, Agnico Eagle is evaluating opportunities to further increase the mill throughput up to 60,000 tpd.
Agnico Eagle is currently evaluating a number of near surface and underground opportunities on the Canadian Malartic property to leverage anticipated future excess mill capacity and mining infrastructure.
Opportunities on the Canadian Malartic property that could potentially provide additional mill feed include:
- Odyssey South Internal zones and the Jupiter Zone
- The East Gouldie Corridor from surface to a depth of 600 metres
- The East Malartic mine area below 600 metres depth
- East Amphi
- Midway
- Rand Malartic, Camflo and LTA (not covered by an Osisko Royalty)
With the potential excess mill capacity at Canadian Malartic, Agnico Eagle is now evaluating the potential to transport ore from Upper Beaver to Canadian Malartic (approximately 5,000 tpd) starting in 2030. Various scenarios are being evaluated by Agnico Eagle to potentially truck ore to the main rail line (a distance of approximately 7.0 kilometres) and then transport it by train to the Canadian Malartic mill for processing (a distance of approximately 130 kilometres). Agnico Eagle is also evaluating the potential to utilize the excess mill capacity to process ore from other properties in the Kirkland Lake region, including Upper Canada and Anoki-McBean. The Upper Canada property currently hosts 722,000 ounces of gold in Measured and Indicated mineral resources (10.4 million tonnes grading 2.15 g/t Au) and an additional 1.86 million ounces of gold in Inferred mineral resources (18.6 million tonnes grading 3.11 g/t Au). These projects, as well as the AK deposit, which is expected to produce 20,000 to 40,000 ounces of gold per year starting in 2024, are all covered by a 2% NSR royalty in favour of Osisko.
Reserve and resource estimates
On February 16, 2023, Agnico Eagle reported Proven and Probable mineral reserves of 3.20 million ounces of gold at the Canadian Malartic Complex (106.7 million tonnes grading 0.93 g/t Au), Measured and Indicated resources of 6.17 million ounces of gold (64.2 million tonnes grading 2.99 g/t Au) and Inferred resources of 9.37 million ounces of gold (138.0 million tonnes grading 2.11 g/t Au) as at December 31, 2022.
Canadian Malartic exploration update
At Canadian Malartic, Agnico Eagle expects to spend a total of approximately US$21.8 million for 164,000 metres of drilling. Exploration at the Odyssey project includes 102,000 metres of drilling with four objectives: continued drilling into East Gouldie to convert additional Inferred mineral resources to Indicated mineral resources towards the outer portions of the deposit; testing the immediate extensions of East Gouldie to the west and at shallower depths; continued conversion drilling into extensions of the Odyssey South deposit; and further investigation of Odyssey's internal zones.
Approximately 22,000 metres of exploration drilling is planned at the adjacent Camflo property to test its near-surface, bulk-tonnage gold mineralization potential. The remaining 40,000 metres of drilling is planned for what Agnico Eagle believes are highly prospective gold targets along the Barnat and East Gouldie corridors on the Canadian Malartic and Rand Malartic properties.
For additional information, please refer to Agnico Eagle's press release dated February 16, 2023 entitled "Agnico Eagle Reports Fourth Quarter and Full Year 2022 Results - Larger Asset Portfolio Drives Record Annual Gold Production, Operating Cash Flow and Global Mineral Reserves; Updated Three Year Guidance Provided; 2023 Focus on Optimizing Detour Lake and Canadian Malartic and Leveraging Excess Mill Capacity in the Abitibi Region to Advance Key Pipeline Projects", filed on www.sedar.com.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
Mantos Blancos Stream (Capstone Copper Corp.)
Osisko, through Osisko Bermuda, owns a 100% silver stream on the Mantos Blancos mine, an open-pit mine located in the Antofagasta region of Chile, which is owned and operated by Capstone Copper Corp. ("Capstone").
Under the stream, Osisko Bermuda will receive 100% of the payable silver from the Mantos Blancos copper mine until 19.3 million ounces have been delivered (3.6 million ounces have been delivered as at December 31, 2022), after which the stream percentage will be 40%. The purchase price for the silver under the Mantos Blancos stream is 8% of the monthly average silver market price for each ounce of refined silver sold and delivered and/or credited by Capstone to Osisko Bermuda.
Update on operations
Production of silver at the Mantos Blancos mine and concentrator plant for the fourth quarter of 2022 of 311,744 ounces of silver (prior to offtaker deductions) was higher than the 269,671 ounces of silver in the third quarter of 2022, mainly due to higher material milled and higher grades in the fourth quarter of 2022, partially offset by lower recoveries. In the third quarter of 2022, the mine also suffered certain unplanned downtime events, which impacted performance.
Ramp-up in production following the Mantos Blancos concentrator Debottlenecking Project ("MB-CDP") has been slower than initially expected, however, mill throughput continued to improve in the third and fourth quarter. Delivery of refined silver to Osisko Bermuda under the silver stream occurs approximately two months post production at the Mantos Blancos mine. As a result, Osisko Bermuda anticipates starting to benefit from the expansion in early 2023.
Additional studies are ongoing to analyze the potential to further increase throughput at Mantos Blancos (Phase II) from 7.3 million tonnes per year to 10 million tonnes per year using existing underutilized ball mills and processing equipment. A Phase II Feasibility Study is expected to be released in the second half of 2023, and the environmental DIA application was submitted in August 2022.
For additional information, please refer to Capstone's press release dated October 31, 2022 entitled "Capstone Copper Reports Third Quarter 2022 Results", filed on www.sedar.com.
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 Gold Corp. ("Victoria"). The Dublin Gulch gold property is situated in central Yukon Territory, Canada. The Eagle Gold mine poured its first gold in September 2019.
Update on operations
On January 10, 2023, Victoria reported production of 43,741 ounces of gold in the fourth quarter of 2022, for total gold production of 150,182 ounces in 2022. The lower than expected production in the fourth quarter was the result of mechanical availability of the crushing and conveying circuit and a failure of the belt on the overland conveyor late in the third quarter, which resulted in almost three weeks of downtime and lower year-over-year gold production. Management noted improvements in personnel and maintenance staffing and protocols and expect to achieve higher gold production in 2023.
For additional information, please refer to Victoria's press release dated January 10, 2023 entitled Victoria Gold: Eagle Gold Mine Annual and Fourth Quarter 2022 Production Results", all filed on www.sedar.com.
Update on Exploration
On September 7, 2022, Victoria reported drill results expanding the Eagle deposit to the west of the existing pit. Highlights included 72.3 metres of 1.14 g/t Au and 240.3 metres of 0.63 g/t Au. The meaningful intervals of continuous Eagle-style gold mineralization along strike of the Eagle deposit have added over 500 metres of mineralized strike length from the Eagle pit boundary. This year's drill results are expected to be included in an updated Eagle Gold mineral resource in the first quarter of 2023.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
On September 15, 2022, Victoria reported a maiden resource on the Raven deposit located 15 kilometres from the Eagle Gold mine. The Inferred resource includes 20 million tonnes of 1.67 g/t Au for 1.07 million ounces defined within an open pit scenario. Victoria initiated its 2022 Dublin Gulch exploration program in late May and currently has four drills on site with over 20,000 metres of drilling in 76 holes completed. This campaign is heavily focused on Raven where the footprint of mineralized intercepts has been extended approximately 325 metres east of the extents defined by the 2021 drilling. An updated Raven resource estimate is expected to be released in the first quarter of 2023.
For additional information, please refer to Victoria's press release dated September 7, 2022 entitled "Victoria Gold: Eagle Grows Along Strike" and Victoria's press release dated September 15, 2022 entitled "Victoria Gold: Maiden Mineral Resource Estimate at Raven 1.1 Million Gold Ounces at 1.7 g/t", both filed on www.sedar.com.
Éléonore Royalty (Newmont Corporation)
Osisko owns a sliding scale 2.2% to 3.5% NSR royalty on the Éléonore gold mine located in the Province of Québec and operated by Newmont Corporation (“Newmont”). Osisko currently receives a NSR royalty of 2.2% on production at the Éléonore mine.
Guidance – 2023
On February 23, 2023, Newmont provided 2023 guidance for the Éléonore mine of 265,000 to 295,000 ounces of gold.
Update on operations and reserve and resource estimates
On February 23, 2023, Newmont announced sales of 66,000 ounces of gold at Éléonore during the fourth quarter of 2022, compared to 61,000 ounces in the fourth quarter of 2021.
On February 23, 2023, Newmont reported Proven and Probable reserves comprising 9.4 million tonnes grading 5.22 g/t Au for 1.57 million ounces of gold.
For additional information, please refer to Newmont’s press releases dated February 23, 2023 entitled “Newmont Achieves 2022 Guidance; Provides Stable 2023 and Improving Longer-Term Outlook; Declares $0.40 Fourth Quarter Dividend” and “Newmont Announces Increased 2022 Mineral Reserves of 96 Million Gold Ounces and 68 Million Gold Equivalent Ounces”, both filed on www.sedar.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.
Guidance - 2023
On February 9, 2023, SSR Mining reported that it expects to produce between 100,000 to 110,000 ounces of gold at Seabee in 2023 and 95,000 to 105,000 ounces of gold in 2024 and 2025. Production is expected to be 55% weighted to the second half of the year, as processed grades are expected to be lowest in the first and second quarters of 2023 before improving in the second half. In 2023, no contribution is currently expected from the high grade zone mined in the first quarter of 2022. An exploration drive completed late in the third quarter of 2022 is currently testing the potential continuation of this zone for future mining, but delineation efforts are not sufficiently advanced to be incorporated into the 2023 production plan. Seabee's exploration and resource development budget has been increased by approximately 40% in 2023 relative to 2022, with a focus on delivering further mineral resource conversion success to expand and extend the current life of mine plan.
Update on operations
On February 9, 2023, SSR Mining announced record gold production of 136,125 ounces in 2022. In the fourth quarter of 2022, gold production was 24,709 ounces, reflecting lower than expected head grades. Underground mining and mill throughput in the fourth quarter averaged approximately 1,300 tonnes per day, highlighting the ongoing success of continuous improvement initiatives at the mine through 2022.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
Reserve and resource estimates
On February 23, 2022, SSR Mining announced a mine life extension at the Seabee mine to 2028 based on an updated mineral reserve estimate of 2.7 million tonnes grading 6.72 g/t Au for 580,000 ounces of gold. This estimate does not incorporate any of the Measured and Indicated resources totaling 0.87 million tonnes grading 12.85 g/t Au for 359,000 ounces of gold, or the Inferred resources totaling 2.75 million tonnes grading 6.05 g/t Au for 536,000 ounces of gold.
Seabee has been in continuous operation for 30 years and has demonstrated a track record of continued mineral reserve replacement that SSR Mining expects to continue into the future.
On February 9, 2023, SSR Mining noted that the forthcoming mineral reserve and mineral resource update is not expected to incorporate any developments since the December 31, 2021 effective date of SSR Mining's 2021 mineral reserve and mineral resource statement. Accordingly, the 2022 mineral reserve and mineral resource will solely reflect depletion that occurred through 2022 mining activity. Material updates, if any, would be incorporated into new technical report summaries should the ongoing technical work so require.
For more information, refer to SSR Mining's press release dated February 9, 2023 entitled "SSR Mining Achieves Revised 2022 Production Guidance and Updates Three-Year Outlook" and SSR Mining's press release dated February 23, 2022 entitled "SSR Mining Reports Fourth Quarter and Full Year 2021 Results", both filed on www.sedar.com.
Sasa Stream (Central Asia Metals plc)
Osisko, through Osisko Bermuda, 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. Osisko Bermuda'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 for inflation annually from 2017 (currently US$6.21 per ounce).
Update on operations
On January 10, 2023, Central Asia reported sales of 79,120 ounces of payable silver in the fourth quarter of 2022 for a total of 316,757 ounces of silver in 2022.
For more information on the Sasa mine, refer to Central Asia's press release dated January 10, 2023, entitled "2022 Operations Update" available on their website at www.centralasiametals.com.
Island Gold Royalty (Alamos Gold Inc.)
Osisko owns NSR royalties ranging from 1.38% to 3.00% on the Island Gold mine property (all of the current resources and reserves are covered by the royalties), operated by Alamos Gold Inc. ("Alamos") and located in Ontario, Canada.
Guidance - 2023
On January 12, 2023, Alamos reported its 2023 guidance for Island Gold of 120,000 to 135,000 ounces of gold. Production guidance for Island Gold has increased 6% for 2023 and 3% for 2024, relative to previous three-year guidance, reflecting increased grades. Gold production in 2023 is expected to remain at similar levels as 2022 with similar grades and mining and processing rates. As outlined in the Phase 3+ Expansion study released in June 2022, grades mined are expected to increase in 2024, driving production higher. A further increase in grades and increase in mining rates toward the latter part of 2025 are expected to drive another increase in production in 2025. Mining rates are expected to increase in 2026 following the completion of the Phase 3+ Expansion, driving a more significant increase in production.
Update on operations
On January 12, 2023, Alamos reported that Island Gold produced 40,600 ounces of gold in the fourth quarter of 2022, compared to 37,500 in the fourth quarter of 2021. Total production in 2022 reached 133,700 ounces, at the top end of the guidance.
Update on expansions
As reported by Alamos on January 12, 2023, capital spending at Island Gold (excluding exploration) is expected to be between $210 million and $235 million in 2023 as spending on the Phase 3+ Expansion ramps up. The first half of 2023 will be focused on construction of the hoist house and headframe, with the sinking of the shaft expected to commence in the latter part of the year. Capital spending is expected to be weighted earlier in the year with approximately 55% of the full year budget planned to be spent in the first half of the year. Consistent with the Phase 3+ Study, capital spending is expected to remain at similar levels in 2024 and 2025 and then drop considerably in 2026 once the expansion is complete.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
Reserves and resources
On February 21, 2023, Alamos announced that combined mineral reserves and resources at Island Gold increased 4%, net of mining depletion. This marked the seventh consecutive year combined mineral reserves and resources have grown with grades also increasing over that time frame. Mineral reserves increased 9% to 1.5 million ounces (4.2 million tonnes grading 10.78 g/t Au) in 2022, net of mining depletion. Mineral reserve additions totaled 267,000 ounces of gold, which more than offset mining depletion of 142,000 ounces of gold. Mineral reserve grades also increased 6% to 10.78 g/t Au, reflecting the conversion of higher-grade mineral resources in the Island West, Main and East areas. Measured and Indicated mineral resources were estimated at 0.3 million ounces of gold (1.3 million tonnes grading 7.09 g/t Au) and Inferred mineral resources were estimated to 3.5 million ounces of gold (8.1 million tonnes grading 13.61 g/t Au).
Exploration update
On January 12, 2023, Alamos reported that a total of $14 million has been budgeted primarily for underground exploration at Island Gold in 2023. This is down from the 2022 budget of $22 million, reflecting the transition from higher cost surface directional drilling to a more cost effective underground drilling program. For the past several years, the exploration focus has been on adding high-grade Mineral Resources at depth in advance of the Phase 3+ Expansion study, primarily through surface directional drilling. This exploration strategy has been successful in nearly tripling the mineral reserve and resource base since 2017. With an 18-year mine life, and with work on the expansion ramping up, the focus will be shifting to an underground drilling program that will leverage existing underground infrastructure. This drilling is much lower cost on a per metre basis, is less technically challenging, and requires significantly fewer metres per exploration target. The underground exploration drilling program has been expanded from 27,500 metres in 2022 to 45,000 metres in 2023. The program is focused on defining new Mineral Reserves and Resources in proximity to existing production horizons and infrastructure including along strike, and in the hanging-wall and footwall. These potential high-grade mineral reserve and resource additions would be low cost to develop and could be incorporated into the mine plan and mined within the next several years, further increasing the value of the operation.
In addition to the exploration budget, 36,000 metres of underground delineation drilling has been planned and included in sustaining capital for Island Gold. The 2022 exploration program was successful at further extending high-grade gold mineralization laterally and at depth within Island East, Main and West, as well as within newly defined sub-parallel structures adjacent to existing infrastructure.
For more information, refer to Alamos' press release dated January 12, 2023 entitled "Alamos Gold Reports Record Fourth Quarter 2022 Production and Provides Three-Year Production and Operating Guidance" and Alamos' press release dated February 22, 2022 entitled "Alamos Gold Reports Mineral Reserves and Resources for the Year-Ended 2021, both filed on www.sedar.com.
Gibraltar Stream (Taseko Mines Limited)
Osisko owns a 100% silver stream on Taseko Mines Limited ("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 (representing 75% of the Gibraltar mine production) until the delivery to Osisko of 5.9 million ounces of silver and 35% of Gibco's share of silver production thereafter. Since April 2020, there is no transfer price for the silver ounces acquired. As of December 31, 2022, a total of 1.1 million ounces of silver have been delivered under the stream agreement.
On March 31, 2022, Taseko announced a 40% increase to Proven and Probable reserves at its 75%-owned Gibraltar copper mine in central British Columbia. The updated reserve at Gibraltar underpins a 23-year mine life producing on average approximately 129 million pounds of copper and 2.3 million pounds of molybdenum annually. Taseko does not report the silver content of their reserve estimates.
On January 6, 2023, Taseko announced that mill throughput in October and November averaged above design capacity, but production in December was impacted by unplanned mill downtime, including a sitewide power outage late in the month. Although the power outage was only 24 hours in duration, the severe cold temperatures froze a number of essential systems in the mills, which delayed the restart of milling operations for several days. Milling operations returned to full capacity by the end of the month, with no damage to any critical systems, however, mill throughput averaged only 63,000 tons per day in December, compared to 88,000 tons per day in October and November. Mining operations have advanced deeper into the Gibraltar pit and were largely unaffected by the above mentioned severe winter weather and power outage. With milling operations stabilized, Taseko expects improved production in the first quarter of 2023 and a more consistent quarterly production profile through 2023.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
For more information, refer to Taseko's press release dated March 31, 2022 entitled "Taseko Announces a 40% Increase in Gibraltar Proven and Probable Reserves", filed on www.sedar.com.
Renard Stream (Stornoway Diamonds (Canada) Inc.)
Osisko owns a 9.6% diamond stream on the Renard diamond mine operated by Stornoway Diamonds (Canada) Inc. ("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.
A credit bid transaction was closed on November 1, 2019 and Osisko is now a 35.1% shareholder of the company holding the Renard diamond mine, which is considered as an associate since that date.
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.
Update on operations
On April 29, 2022, the diamond stream was reactivated, and the streamers ceased to reinvest proceeds into the Stornoway bridge facility. In 2022, Osisko received US$11.5 million ($15.0 million) in net proceeds from its Renard stream. In 2022, Stornoway sold 1.9 million carats at an average price of US$125 per carat ($163 per carat).
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 equity of companies where it holds a royalty, stream or other 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 other interests. In addition to investment objectives, in some cases, the Company may decide to take a more active role, including providing management personnel 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 Development and Osisko Mining Inc. ("Osisko Mining").
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, 2022, Osisko acquired equity investments for $7.3 million ($17.6 million in 2021). On September 30, 2022, the interest held by the Company in Osisko Development was recognized as an investment in associate at its fair value of $207 million (refer to the Deconsolidation of Osisko Development and Discontinued Operations section of this MD&A for more details).
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
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, 2022 (in thousands of dollars):
| Investments |
Carrying value (i) |
Fair Value (ii) |
|||||
| $ | $ | ||||||
| Associates | 319,763 | 374,092 | |||||
| Other | 18,337 | 18,337 | |||||
| 338,100 | 392,429 |
(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 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, 2022.
Main Investments
The following table presents the main investments of the Company in marketable securities as at December 31, 2022:
| Investments |
Number of Shares Held |
Ownership |
|||||
| % | |||||||
| Osisko Development | 33,333,366 | 44.1 | |||||
| Osisko Mining | 50,023,569 | 14.4 |
Osisko Development Corp.
Osisko Development is a Canadian gold mineral exploration and development company focused on the acquisition, exploration and development of precious metals resource properties in North America. The primary projects held by Osisko Development are the Cariboo gold project ("Cariboo") in British Columbia, Canada, the San Antonio gold project ("San Antonio") in Sonora, Mexico, and the Trixie property in Utah, United States. Osisko owns a 5% NSR royalty on the Cariboo gold project, a 15% gold and silver stream on the San Antonio gold project and a 2.5% metals stream on the Trixie property.
The Cariboo gold project has Probable mineral reserves of 2.03 million ounces of gold (16.7 million tonnes grading 3.78 g/t Au), Measured and Indicated mineral resources of 1.57 million ounces of gold (14.7 million tonnes grading 3.33 g/t Au) and an Inferred mineral resource of 1.71 million ounces of gold (15.5 million tonnes grading 3.44 g/t Au). Osisko Development started an Environmental Assessment Process in the spring of 2019 for the Cariboo gold project. Cariboo has completed several milestones with regards to permitting and receipt of the final permits is anticipated in the fourth quarter of 2023. A 43-101 compliant feasibility study was filed in January 2023, which outlined an average annual gold production of 163,695 ounces over the 12-year mine life, an after-tax net present value of $502 million at a 5% discount rate and an internal rate of return (unlevered) of 20.7% at US$1,700 per ounce of gold.
In January 2023, Osisko Development announced an initial mineral resource estimate for the Trixie deposit, on the Tintic property. Measured and Indicated mineral resources were estimated at 213,000 ounces of gold and 385,000 ounces of silver (236,000 tonnes grading 28.08 g/t Au and 50.77 g/t Ag) and Inferred mineral resources were estimated at 243,000 ounces of gold and 530,000 ounces of silver (385,000 tonnes grading 19.64 g/t Au and 42.82 g/t Ag). Approximately 50% of the 1,390 metre Trixie portal underground decline ramp has been completed to date, on track to reach the 625 level by the second quarter of 2023. The decline will significantly improve access to the underground workings, expand potential underground exploration target areas and provide sufficient flexibility to complete additional programs targeting mineral resource growth potential beyond the 625 level.
While Osisko Development still expects to receive the final permits for full scale operation at San Antonio to be granted in the near-term, the timeline to obtain the permit is not yet defined considering the recent statements made by the Mexican government on open-pit mine permit issuances. On June 30, 2022, Osisko Development announced an initial resource estimate at San Antonio comprising 14.9 million tonnes grading 1.2 g/t Au for 576,000 ounces of gold in the Indicated resource category plus 16.6 million tonnes grading 1.0 g/t Au for 544,000 ounces of gold in the Inferred resource category. San Antonio has the potential to host an open pit heap leach gold project with low strip ratio. On September 30, 2022, Osisko Development recorded an impairment charge of $81.0 million on its San Antonio gold project.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
On February 9, 2023, Osisko Development announced that it has entered into an agreement with a syndicate of underwriters, under which the underwriters have agreed to purchase, on a bought deal basis, an aggregate 6,819,000 units (consisting of one common share and one common share purchase warrant) of Osisko Development for aggregate gross proceeds of $45,005,400 (the "Offering"). In addition, Osisko Development has agreed to grant the underwriters an option to purchase up to an additional 15% of the number of units sold pursuant to the offering. Following the closing of the financing (excluding any potential exercise of the over-allotment option), Osisko’s ownership of Osisko Development is expected to be reduced to approximately 40.4%.
As at December 31, 2022, the Company held 33,333,366 common shares representing a 44.1% interest in Osisko Development (75.1% as at December 31, 2021). Following the deconsolidation of Osisko Development as at September 30, 2022, the Company concluded that it exercises significant influence over Osisko Development and accounts for its investment using the equity method since October 1, 2022 (Refer to the Deconsolidation of Osisko Development and Discontinued Operations section of this MD&A for more details).
For more information, please refer to Osisko Development's press releases and other public documents available on www.sedar.com and on their website (www.osiskodev.com).
Osisko Mining Inc.
Osisko Mining is a Canadian gold exploration and development company focused on its Windfall gold project. Osisko holds a 2.0% - 3.0% NSR royalty on the Windfall gold project.
In December 2022, Osisko Mining announced it had signed a binding term sheet with Miyuukaa Corp. ("Miyuukaa"), a wholly-owned corporation of the Cree First Nation of Waswanipi, with respect to the construction of proposed transmission facilities and the transport of hydroelectric power to the Windfall project. Miyuukaa will finance, build, own and operate a 69 kV dedicated transmission line that will transport hydroelectricity to the Windfall project minimizing the environmental footprint.
In November 2022, Osisko Mining released the feasibility study results on the Windfall gold project highlighting full year average production of 306,000 ounces of gold at an average fully diluted grade of 8.1 g/t Au, an after-tax net present value of $1.2 billion at a 5% discount rate and an internal rate of return of 34%. Osisko Mining anticipates completion of the environmental impact assessment study and commencement of the permitting process in the first quarter of 2023. Project financing plans are expected to be announced in the first half of 2023 with a production decision in early 2024.
In October 2022, Osisko Mining reported production results of the bulk sample extracted from Triple Lynx. The sample produced a positive reconciliation of 169%, returning an average grade of 65.5 g/t Au, exceeding the predicted capped grade based on the 12.5 metres infill model using the same block model parameters as the current mineral resource estimate. Reconciled recoveries are 93.1% for gold and 88.2% for silver. Process recovery was 93.1% for gold including 52.2% in gravity concentrates. Windfall bulk samples processed to date (Zone 27, Lynx 311, and Lynx 600) using flotation processing comprised an aggregate of 16,025 tonnes containing 14,914 ounces of gold and 8,004 ounces of silver, with the average gold recovery for the three samples of 94.1%.
In October 2022, Osisko Mining announced a new regional exploration program on its Urban-Barry gold project located in the Abitibi region in Québec. The program, to begin in early 2023, will focus largely on areas outside the Windfall gold deposit and will start with 10,000 metres of drilling, and induced polarization geophysical surveys. Near deposit exploration targets include a high-potential exploration area identified 1.5 kilometres east-northeast of the Windfall deposit and on previously identified showings, including Golden Bear and Fox, which are parallel to the main Windfall deposit.
In August 2022, Osisko Mining provided an updated mineral resource estimate on the Windfall gold project. Measured and Indicated resources are estimated at 4.1 million ounces of gold, an increase of 26% (11.1 million tonnes at an average grade of 11.4 g/t Au (cut-off grade of 3.5 g/t Au)). Inferred resources are estimated at 3.3 million ounces of gold (12.3 million tonnes at an average grade of 8.4 g/t Au).
For more information, please refer to Osisko Mining's press releases and other public documents available on www.sedar.com and on their website (www.osiskomining.com).
As at December 31, 2022, the Company held 50,023,569 common shares representing a 14.4% interest in Osisko Mining (14.4% as at December 31, 2021). The Company concluded that it exercises significant influence over Osisko Mining and accounts for its investment using the equity method.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
Sustainability Activities
As a capital provider, the Company bears significant responsibility to promote and uphold sustainable business practices to maximize long-term value for all stakeholders.
Throughout 2022, the Company made several advancements on sustainability initiatives. Osisko maintained a leading position with MSCI and Sustainalytics, enhanced and further diversified its Board of Directors with two new independent members, Edie Hofmeister and Robert Krcmarov, announced four high quality royalty/stream transactions with responsible mining partners, some of which included social commitments to host communities, increased its charitable donations over 2021, maintained a zero incident record in both heath and safety and breaches its Code of Conduct, and took up its 20% participation right in Carbon Streaming Corporation's ("Carbon Streaming") Magdalena Bay Blue carbon project ("Magdalena Bay Project").
The Magdalena Bay Project is a mangrove forest and associated marine habitat conservation project operated by Fundación MarVivo Mexico, A.C. and MarVivo Corporation. The Magdalena Bay Project is located in Magdalena Bay in Baja California, Mexico, home to a large diversity of sharks, whales and a variety of other species, many of which are listed as endangered. Once implemented, it is expected to be one of the largest blue carbon conservation projects in the world. The Magdalena Bay Project is expected to reduce greenhouse gas emissions by approximately 25 million tCO2e during its 30-year project life and generate an equivalent amount of blue carbon credits. As part of the transaction, Osisko has funded $1.2 million towards the development of the project and will receive a stream of approximately 40,000 carbon credits annually or 4% of annual production. The Magdalena Bay Project is currently in development and initial credit issuance is expected in 2024.
The Company continuously looks for ways to improve Osisko's sustainability initiatives directly and indirectly via our mining partners.
Dividends
The following table provides details on the dividends declared for year ended December 31, 2022:
| Declaration date |
Dividend per share |
Record date |
Payment date |
Dividends payable |
Dividend reinvestment plan |
|||||||||||
| $ | $ | |||||||||||||||
| February 24, 2022 | 0.055 | March 31, 2022 | April 14, 2022 | 10,167,000 | 7,498,987 | |||||||||||
| May 12, 2022 | 0.055 | June 30, 2022 | July 15, 2022 | 10,177,000 | 7,385,458 | |||||||||||
| August 9, 2022 | 0.055 | September 30, 2022 | October 14, 2022 | 10,109,000 | 7,780,634 | |||||||||||
| November 9, 2022 | 0.055 | December 30, 2022 | January 16, 2023 | 10,121,000 | 6,686,671 | |||||||||||
| 0.220 | 40,574,000 |
Dividend Reinvestment Plan
The Company offers 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, 2022, the holders of 6.7 million common shares had elected to participate in the DRIP, representing dividends payable of $0.4 million. During the year ended December 31, 2022, the Company issued 118,639 common shares under the DRIP, at a discount rate of 3% (120,523 common shares in 2021 at a discount rate of 3%). On January 16, 2023, 22,012 common shares were issued under the DRIP at a discount rate of 3%.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
Normal Course Issuer Bid
In December 2022, Osisko renewed its normal course issuer bid ("NCIB") program. Under the terms of the 2022 NCIB program, Osisko may acquire up to 18,293,240 of its common shares from time to time in accordance with the normal course issuer bid procedures of the TSX. Repurchases under the 2022 NCIB program are authorized from December 12, 2022 until December 11, 2023. Daily purchases will be limited to 81,963 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, 2022, being 327,853 Common Shares.
Under the terms of the 2021 NCIB program, Osisko was allowed to acquire up to 16,530,688 of its common shares from time to time, from December 12, 2021 to December 11, 2022. Daily purchases were limited to 87,264 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, 2021, being 349,057 common shares.
During the year ended December 31, 2022, the Company purchased for cancellation a total of 1.7 million common shares for $22.1 million (average acquisition price per share of $13.06). During the year ended December 31, 2021, the Company purchased for cancellation a total of 2,103,366 common shares for $30.8 million (average acquisition price per share of $14.64).
Gold Market and Currency
Gold Market
The gold price averaged US$1,800 per ounce in 2022 and recorded a volatile price performance, having fluctuated within a US$400 per ounce range. Gold rose to a peak of US$2,039 per ounce in March following Russia's invasion of Ukraine as investors were searching for safe-haven investments during a time of political and financial uncertainty. After the initial shock, gold prices stabilized and dropped in October to a low of US$1,632 per ounce. Gold finished the year at US$1,812 per ounce (based on the LBMA Gold Price AM), down only 0.5% from the close of last year.
Gold prices were also volatile during the fourth quarter, fluctuating in a range of US$195 per ounce. Gold closed the fourth quarter up US$140 per ounce compared to the closing price of the third quarter of 2022. Gold price averaged US$1,877 per ounce in the first quarter of 2022, US$1,871 per ounce in the second quarter, US$1,729 per ounce in the third quarter and $US1,726 per ounce in the fourth quarter, US$70 per ounce lower when compared to the average price of the fourth quarter of 2021.
The historical price is as follows:
| (US$/ounce of gold) | High | Low | Average | Close |
| 2022 | $2,039 | $1,629 | $1,800 | $1,812 |
| 2021 | 1,943 | 1,684 | 1,799 | 1,820 |
| 2020 | 2,067 | 1,474 | 1,770 | 1,888 |
| 2019 | 1,545 | 1,270 | 1,393 | 1,515 |
| 2018 | 1,355 | 1,178 | 1,268 | 1,279 |
In Canadian dollar terms, the average gold price per ounce averaged $2,377 in the first quarter of 2022, $2,388 in the second quarter, $2,257 per ounce in the third quarter and $2,345 per ounce in the fourth quarter, compared to $2,263 in the fourth quarter of 2021. The gold price closed the fourth quarter of 2022 at $2,455 per ounce, up $164 per ounce from September 30, 2022.
Currency
The Canadian dollar traded between 1.3288 and 1.3856 in the fourth quarter of 2022 to close at 1.3544 compared to 1.3707 on September 30, 2022, 1.2886 on June 30, 2022, 1.2496 on March 31, 2022 and 1.2678 on December 31, 2021. The Canadian dollar averaged 1.2662 in the first quarter of 2022, 1.2768 in the second quarter, 1.3056 in the third quarter and 1.3578 in the fourth quarter of 2022, compared to 1.2603 in the fourth quarter of 2021. In March, after keeping key interest rates at their lower bound for two years, the Bank of Canada started to tighten its monetary policy and increased its target for the overnight rate by a cumulative 425 basis points to 4.50%. Canada's Central Bank as well as other central banks around the world are set to continue raising rates as it tries to fight inflation.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
The exchange rate for the U.S./Canadian dollar is outlined below:
| High | Low | Average | Close | |
| 2022 | 1.3856 | 1.2451 | 1.3013 | 1.3544 |
| 2021 | 1.2942 | 1.2040 | 1.2535 | 1.2678 |
| 2020 | 1.4496 | 1.2718 | 1.3415 | 1.2732 |
| 2019 | 1.3600 | 1.2988 | 1.3269 | 1.2988 |
| 2018 | 1.3642 | 1.2288 | 1.2957 | 1.3642 |
Selected Financial Information
(in thousands of dollars, except figures for ounces and amounts per ounce and per share) (1)
| 2022 | 2021 | 2020 | |||||||
| $ | $ | $ | |||||||
| Revenues | 217,809 | 224,877 | 213,630 | ||||||
| Cost of sales | (16,076 | ) | (37,646 | ) | (63,700 | ) | |||
| Depletion | (51,355 | ) | (48,361 | ) | (45,605 | ) | |||
| Gross profit | 150,378 | 138,870 | 104,325 | ||||||
| Operating income | 122,969 | 112,154 | 48,185 | ||||||
| Net earnings from continuing operations | 85,285 | 76,627 | 23,501 | ||||||
| Net loss from discontinued operations (2) | (268,475 | ) | (133,302 | ) | (7,272 | ) | |||
| Net (loss) earnings | (183,190 | ) | (56,675 | ) | 16,229 | ||||
| Net earnings per share from continuing operations | |||||||||
| Basic and diluted | 0.47 | 0.46 | 0.14 | ||||||
| Net (loss) earnings attributable to Osisko Gold Royalties Ltd's shareholders | (118,754 | ) | (23,554 | ) | 16,876 | ||||
| Net (loss) earnings per share (3) | |||||||||
| Basic and diluted | (0.66 | ) | (0.14 | ) | 0.10 | ||||
| Total assets | 1,996,301 | 2,370,622 | 2,397,104 | ||||||
| Total long-term debt | 147,950 | 410,435 | 400,429 | ||||||
| Average selling price of gold (per ounce sold) | |||||||||
| In C$ (4) | 2,345 | 2,261 | 2,373 | ||||||
| In US$ | 1,799 | 1,808 | 1,782 | ||||||
| Operating cash flows from continuing operations | 175,063 | 153,219 | 113,963 | ||||||
| Operating cash flows used by discontinued operations | (65,116 | ) | (47,124 | ) | (5,985 | ) | |||
| Operating cash flows | 109,947 | 106,095 | 107,978 | ||||||
| Dividend per common share | 0.22 | 0.21 | 0.20 | ||||||
| Weighted average shares outstanding (in thousands) | |||||||||
| Basic | 179,095 | 167,628 | 162,303 | ||||||
| Diluted | 179,350 | 167,628 | 162,428 |
(1) Unless otherwise noted, financial information is in Canadian dollars and prepared in accordance with IFRS. Please also refer to the Deconsolidation of Osisko Development and Discontinued Operations section of this MD&A for more details.
(2) The net loss from discontinued operations is related to the activities of Osisko Development. Please also refer to the Deconsolidation of Osisko Development and Discontinued Operations section of this MD&A for more details.
(3) Attributable to Osisko Gold Royalties Ltd's shareholders.
(4) Using actual exchange rates at the date of transactions.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
Overview of Financial Results
Financial Summary - Year 2022
-
Revenues from royalties and streams of $217.8 million compared to $199.6 million ($224.9 million including offtakes) in 2021;
-
Gross profit of $150.4 million compared to $138.9 million in 2021;
-
Operating income of $123.0 million compared to $112.2 million in 2021;
-
Net earnings from continuing operations of $85.3 million or $0.47 per basic share compared to $76.6 million or $0.46 per basic share in 2021;
-
Adjusted earnings4 of $111.3 million or $0.62 per basic share4 compared to $94.4 million or $0.56 per basic share in 2021; and
-
Operating cash flows provided by continuing operations of $175.1 million compared to $153.2 million in 2021.
Revenues from royalties and streams increased to $217.8 million in 2022 compared to $199.6 million in 2021, mostly as a result of higher deliveries and payments under the royalty and stream agreements. There were no revenues from offtake agreements in 2022 ($25.3 million in 2021) as a result of the Parral offtake conversion into a stream in April 2021.
Gross profit amounted to $150.4 million in 2022 compared to $138.9 million in 2021. Cost of sales decreased in 2022 to $16.1 million mostly as a result of the conversion of the Parral offtake into a stream in 2021, partially offset by increased deliveries. Depletion increased from $48.4 million to $51.4 million in 2022, mostly as a result of increased deliveries.
In 2022, the Company generated an operating income of $123.0 million compared to $112.2 million in 2021.
General and administrative ("G&A") expenses increased in 2022 from $19.6 million to $20.2 million, mostly as a result of general inflation in professional services and lower cost recoveries from associates, partially offset by lower share-based compensation.
Business development expenses increased from $4.2 million to $5.4 million in 2022, mostly as a result of increased activities and general inflation in professional services.
In 2022, the Company generated net earnings from continuing operations of $85.3 million compared to $76.6 million in the 2021. The increase in net earnings is mostly the result of a higher gross profit, a gain on foreign exchange and higher interest income, partially offset by a non-cash net loss on investments (mainly on warrants held from public companies). In 2021, the Company had recorded a non-cash net gain on investments.
Adjusted earnings4 were higher at $111.3 million in 2022, compared to $94.4 million in 2021, mostly as a result of a higher gross profit and increased interest income. A reconciliation of adjusted earnings is provided in the Non-IFRS Financial Performance Measures section of this MD&A.
Cash flows provided by operating activities from continuing operations in 2022 were $175.1 million compared to $153.2 million in 2021. The increase was mainly the result of increased revenues from higher deliveries in 2022 and increased interest income.
4 "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 MD&A.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
Consolidated Statements of Loss
The following table presents summarized consolidated statements of loss for the years ended December 31, 2022 and 2021 (in thousands of dollars, except amounts per share):
| 2022 | 2021 | |||||||
| $ | $ | |||||||
| Revenues | (a) | 217,809 | 224,877 | |||||
| Cost of sales | (b) | (16,076 | ) | (37,646 | ) | |||
| Depletion | (c) | (51,355 | ) | (48,361 | ) | |||
| Gross profit | (d) | 150,378 | 138,870 | |||||
| Other operating expenses | ||||||||
| General and administrative | (e) | (20,216 | ) | (19,610 | ) | |||
| Business development | (f) | (5,375 | ) | (4,168 | ) | |||
| Impairment of assets | (1,818 | ) | (2,938 | ) | ||||
| Operating income | 122,969 | 112,154 | ||||||
| Other expenses, net | (g) | (9,846 | ) | (9,601 | ) | |||
| Earnings before income taxes | 113,123 | 102,553 | ||||||
| Income tax expense | (h) | (27,838 | ) | (25,926 | ) | |||
| Net earnings from continuing operations | 85,285 | 76,627 | ||||||
| Net loss from discontinued operations | (i) | (268,475 | ) | (133,302 | ) | |||
| Net loss | (183,190 | ) | (56,675 | ) | ||||
| Net loss attributable to: | ||||||||
| Osisko Gold Royalties Ltd's shareholders | (118,754 | ) | (23,554 | ) | ||||
| Non-controlling interests | (64,436 | ) | (33,121 | ) | ||||
| Net earnings per share from continuing operations | ||||||||
| Basic | 0.47 | 0.46 | ||||||
| Net loss per share attributable to Osisko Gold Royalties Ltd's shareholders | ||||||||
| Basic | (0.66 | ) | (0.14 | ) | ||||
(a) Revenues are comprised of the following:
| 2022 | 2021 | |||||||||||||||||
| Average selling price per ounce / carat ($) |
Ounces / carats sold |
Total revenues ($000's) |
Average selling price per ounce / carat ($) |
Ounces / Carats sold |
Total revenues ($000's) |
|||||||||||||
| Gold sold | 2,345 | 55,085 | 129,918 | 2,265 | 60,621 | 137,215 | ||||||||||||
| Silver sold | 28 | 1,422,006 | 39,629 | 32 | 1,671,791 | 52,682 | ||||||||||||
| Diamonds sold(i) | 163 | 181,812 | 29,863 | 117 | 176,964 | 20,775 | ||||||||||||
| Other (paid in cash) | - | - | 18,399 | - | - | 14,205 | ||||||||||||
| 217,809 | 224,877 | |||||||||||||||||
(i) The diamonds were sold by an agent for Osisko for a blended selling price of $163 (US$125) per carat in 2022. The average selling price includes 31,085 incidental carats sold outside of the run of mine sales at an average price of $46 (US$35) per carat. Excluding the incidental carats, 150,727 carats were sold at an average price of $187 (US$143) per carat.
The decrease in gold and silver ounces sold in 2022 is mainly the result of the conversion of the Parral offtake agreement into a stream in April 2021, partially offset by increased deliveries under the royalty and stream agreements.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
(b) In 2022, cost of sales amounted to $16.1 million compared to $37.6 million in 2021. Cost of sales represents mainly the acquisition price of the metals and diamonds under the stream and offtake agreements, as well as refining, insurance, transportation and other costs related to the metals received under royalty agreements. The decrease in 2022 is mainly the result of the conversion of the Parral offtake into a stream in April 2021, partially offset by increased deliveries under the royalty and stream agreements.
(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 related agreements. The depletion expense in 2022 amounted to $51.4 million compared to $48.4 million in 2021. The increase in 2022 is mostly due to increased deliveries under the royalty and stream agreements and the mix of sales.
(d) The breakdown of cash margin5 and gross profit per type of interest is as follows (in thousands of dollars):
| 2022 | 2021 | |||||
| $ | $ | |||||
| Royalty interests | ||||||
| Revenues | 144,066 | 140,279 | ||||
| Less: cost of sales (excluding depletion) | (1,055 | ) | (551 | ) | ||
| Cash margin (in dollars) | 143,011 | 139,728 | ||||
| Depletion | (27,362 | ) | (28,958 | ) | ||
| Gross profit | 115,649 | 110,770 | ||||
| Stream interests | ||||||
| Revenues | 73,743 | 59,333 | ||||
| Less: cost of sales (excluding depletion) | (15,021 | ) | (12,752 | ) | ||
| Cash margin (in dollars) | 58,722 | 46,581 | ||||
| Depletion | (23,993 | ) | (19,135 | ) | ||
| Gross profit | 34,729 | 27,446 | ||||
| Royalty and stream interests | ||||||
| Total cash margin (in dollars) | 201,733 | 186,309 | ||||
| Divided by: total revenues | 217,809 | 199,612 | ||||
| Cash margin (in percentage of revenues) | 92.6% | 93.3% | ||||
| Offtake interests | ||||||
| Revenues | - | 25,265 | ||||
| Less: cost of sales (excluding depletion) | - | (24,343 | ) | |||
| Cash margin (in dollars) | - | 922 | ||||
| Cash margin (in percentage of revenues) | -% | 3.6% | ||||
| Depletion | - | (268 | ) | |||
| Gross profit | - | 654 | ||||
| Total - Gross profit | 150,378 | 138,870 |
(e) G&A expenses increased in 2022, mostly as a result of general inflation in professional services and lower cost recoveries from associates, partially offset by lower share-based compensation.
(f) Business development expenses increased in 2022, mostly as a result of increased activities and general inflation in professional services.
(g) Other expenses, net of $9.8 million in 2022 include finance costs of $22.3 million, a net loss on investments of $15.6 million (which includes a decrease in the fair value of financial assets at fair value through profit and loss of $16.8 million) and a share of loss of associates of $1.9 million, partially offset by a gain on foreign exchange of $20.1 million and interest income of $9.8 million.
______________________________________
5 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 (excluding depletion) from the revenues. Please refer to the Non-IFRS Financial Performance Measures section of this MD&A.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
Other expenses, net of $9.6 million in 2021 include finance costs of $23.8 million and a share of loss of associates of $2.2 million, partially offset by a net gain on investments of $12.3 million (which includes an increase in the fair value of financial assets at fair value through profit and loss of $7.0 million and a gain on acquisition of investments of $7.4 million) and interest income of $4.3 million.
(h) The effective income tax rate related to the continuing operations in 2022 is 21.7% compared to 25.3% in 2021. The statutory rate is 26.5% in 2022 and 2021. The elements that impacted the effective income tax rates are other income not taxable, other expenses not deductible and revenues taxable at lower rates. Cash taxes of $1.2 million were paid in 2022 and 2021 and were related to taxes on royalties earned in foreign jurisdictions.
(i) The net loss from discontinued operations is related to the activities of Osisko Development. Please also refer to the Deconsolidation of Osisko Development and Discontinued Operations section of this MD&A for more details.
Liquidity and Capital Resources
As at December 31, 2022, the Company's consolidated cash position amounted to $90.5 million compared to $300.5 million as at September 30, 2022 and $115.7 million as at December 31, 2021. On September 30, 2022, Osisko deconsolidated Osisko Development (refer to the Deconsolidation of Osisko Development and Discontinued Operations section of this MD&A for more details) and removed from its consolidated balance at that date the cash balance held by Osisko Development amounting to $133.1 million. On December 31, 2022, Osisko repaid the $300.0 million convertible debentures that came to maturity, using $150.0 million from its cash balance, and drew its credit facility by $150.0 million for the balance.
Significant variations in the liquidity and capital resources for the year ended December 31, 2022 are explained under the Cash Flows section of this MD&A.
Osisko Gold Royalties financing
Bought deal financing
On March 31, 2022, Osisko closed a bought deal financing with a syndicate of underwriters (the "Underwriters"), pursuant to which the Underwriters purchased, on a bought deal basis, an aggregate of 18,600,000 common shares of Osisko (the "Common Shares") at an offering price of US$13.45 per Common Share (the "Offering Price") for total gross proceeds to the Company of US$250.2 million ($312.0 million) (the "Offering"). Transaction fees amounted to $13.9 million ($10.2 million net of income taxes of $3.7 million), including the 4% commission fee paid to the Underwriters. The Company plans to use the net proceeds from the Offering for general corporate purposes, including funding royalty and stream acquisitions, the potential repayment, from time to time, of amounts drawn under the Company's revolving credit facility and other corporate development opportunities.
Credit facility
A total amount of $550.0 million is available under the credit facility (the "Facility"), with an additional uncommitted accordion of up to $200.0 million (for a total availability of up to $750.0 million). The additional uncommitted accordion was increased from $100.0 million to $200.0 million in September 2022 and the maturity date was extended from July 30, 2025 to September 29, 2026.
The annual extension of the Facility and the uncommitted accordion are subject to acceptance by 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.
The Facility is subject to standby fees. Funds drawn bear interest based on the base rate, prime rate or secured overnight financing rate ("SOFR"), plus an applicable margin depending on the Company's leverage ratio. In April 2022, the amounts outstanding under the Facility ($113.1 million) were repaid. In December 2022, the Company drew $150.0 million in the form of banker's acceptances to repay the outstanding debentures. As at December 31, 2022, the effective interest rate on the drawn balance was 6.3%, 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, 2022, all such ratios and requirements were met.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
Cash Flows
The following table summarizes the cash flows for the years ended December 31, 2022 and 2021 (in thousands of dollars):
| 2022 | 2021 | |||||
| $ | $ | |||||
| Cash flows from continuing operations | ||||||
| Operations | 178,294 | 158,632 | ||||
| Working capital items | (3,231 | ) | (5,413 | ) | ||
| Operating activities | 175,063 | 153,219 | ||||
| Investing activities | (133,739 | ) | (115,056 | ) | ||
| Financing activities | (26,596 | ) | (54,339 | ) | ||
| Change in cash from continuing operations | 14,729 | (16,176 | ) | |||
| Change in cash from discontinued operations | 65,733 | (169,368 | ) | |||
| Cash outflow from deconsolidation of Osisko Development | (133,138 | ) | - | |||
| Effects of exchange rate changes on cash | 27,527 | (1,282 | ) | |||
| (Decrease) increase in cash | (25,150 | ) | 186,826 | |||
| Cash - beginning of period | 115,698 | 302,524 | ||||
| Cash - end of period | 90,548 | 115,698 |
Operating Activities
In 2022, cash flows provided by operating activities from continuing operations amounted to $175.1 million compared to $153.2 million in 2021. The increase was the result of increased revenues from higher deliveries in 2022, increased interest income and lower financing costs, partially offset by higher other operating expenses.
Investing Activities
In 2022, cash flows used in investing activities by continuing operations amounted to $133.7 million compared to $115.1 million in 2021.
In 2022, Osisko acquired royalty and stream interests for $151.7 million, including US$50.0 million ($67.2 million) for a 0.6% NSR royalty (acquired by Osisko Bermuda) covering the entire 4,979 hectare Cascabel property, including the Alpala project, $20.5 million for a 1% NSR royalty on the Marimaca copper project and $27.5 million for a 2.5% metals stream on the Tintic property (which is excluded from the continuing activities on the consolidated statement of cash flows as the acquisition, by Osisko Bermuda, was closed prior to the deconsolidation of Osisko Development). Osisko also acquired investments for $12.5 million and received proceeds of $3.0 million from the repayment of a note receivable.
In 2021, Osisko acquired royalty and stream interests for $91.0 million, including $32.6 million for a package or royalties, which comprises certain royalties on the Spring Valley project, $14.4 million to acquire a royalty on the West Kenya project and $12.7 million for a 0.75% NSR royalty on the Tocantinzinho project. Osisko also acquired investments for $35.4 million and received proceeds of $11.4 million from the sale of investments and the repayment of a note receivable.
Financing Activities
In 2022, cash flows used by financing activities from continuing operations amounted to $26.6 million compared to $54.3 million in 2021.
In 2022, Osisko completed a bought deal public offering of 18,600,000 common shares at a price of US$13.45 per common share for total gross proceeds of US$250.2 million ($312.0 million). Transactions costs paid amounted to $13.9 million, including a commission of 4% paid to the underwriters. Osisko also paid $37.9 million in dividends and repaid the amounts outstanding under its revolving credit facility in April 2022 for $113.1 million. In December 2022, Osisko repaid its convertible debentures for $300.0 million using $150.0 million from its cash balance and drew its credit facility by $150.0 million for the remaining balance ($147.8 million, net of the discount on the banker's acceptances). Osisko also acquired common shares under its NCIB program for $22.1 million and received proceeds from the exercise of share options and the share purchase plan for $4.4 million.
In 2021, Osisko repaid a $50.0 million convertible debenture and drew its credit facility by the same amount. Osisko paid $32.5 million in dividends and acquired common shares under its NCIB program for $30.8 million. Osisko also received proceeds from the exercise of share options and the share purchase plan for $14.5 million.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
Discontinued Operations
In 2022, discontinued operations provided $65.7 million in cash flows, including $245.8 million provided by financing cash flows, partially offset by $65.1 million used in operating cash flows and $115.0 million used in investing cash flows. Cash provided by financing activities were related to a bought deal private placement and a non-brokered private placement. Investing activities made by Osisko Development prior to the deconsolidation on September 30, 2022 were mainly related to the acquisition of Tintic as well as investments in mining assets and plant and equipment on the Cariboo gold property and the San Antonio gold project.
In 2021, discontinued operations used $169.4 million in cash flows, including $47.1 million used in operating cash flows and $157.0 million used in investing cash flows, partially offset by $34.7 million provided by financing cash flows. Investing activities made by Osisko Development in 2021 were mainly related to investments in mining assets and plant and equipment on the Cariboo gold property and the San Antonio gold project.
2023 Guidance and 5-Year Outlook
2023 Guidance
Osisko expects GEOs earned to reach 95,000 to 105,000 in 2023 at an average cash margin of 93%.
Osisko's 2023 guidance on royalty and stream interests is largely based on publicly available forecasts from our operating partners. When publicly available forecasts on properties are not available, Osisko obtains internal forecasts from the producers or uses management's best estimate.
For the 2023 guidance, deliveries of silver, diamond, copper, and cash royalties have been converted to GEOs using commodity prices based on consensus prices and a gold/silver price ratio of 80:1. The 2023 guidance also forecasts the closing of the CSA Silver Stream in the second quarter of 2023, with an effective date of February 1, 2023.
5-Year Outlook
Osisko expects its portfolio to generate between 130,000 and 140,000 GEOs in 2027. The outlook assumes the commencement of production at the San Antonio, Cariboo, Windfall and Back Forty projects. It also assumes that Mantos Blancos will have reached its nameplate capacity following the recent expansion of its activities, as well as increased production from certain other operators that have announced planned expansions. Further, the outlook assumes that production from the Renard diamond stream will have ceased by 2027 (while there remain opportunities for mine life extensions under study by the operator), but such GEOs are expected to be largely replaced by initial production from other assets.
Beyond this growth profile, Osisko owns several other growth assets, which have not been factored in the 5-year outlook, as their timelines are either later, or less clear. As the operators provide further clarity on these assets, Osisko will seek to include them in its long-term outlook.
This 5-year outlook is based on publicly available forecasts and other disclosure by the third-party owners and operators of the Company's assets, and could differ materially from actual results . When publicly available forecasts on properties are not available, Osisko obtains internal forecasts from the producers or uses management's best estimate. The commodity price assumptions that were used in the 5-year outlook are based on current long-term consensus and a gold/silver price ratio of 75:1.
This 5-year outlook replaces the 5-year outlook previously released in 2022, which should be considered as withdrawn. Investors should not use this 5-year outlook to extrapolate forecast results to any year within the 5-year period (2023-2027).
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - 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)
| 2022 | 2021 | |||||||||||||||||||||||
| Q4 | Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | |||||||||||||||||
| GEOs(2) | 25,023 | 23,850 | 22,243 | 18,251 | 19,830 | 20,032 | 20,178 | 19,960 | ||||||||||||||||
| Cash | 90,548 | 300,542 | 449,283 | 449,450 | 115,698 | 151,945 | 254,963 | 320,630 | ||||||||||||||||
| Working capital | 86,927 | (5,691 | ) | 153,297 | 137,769 | (193,350 | ) | 117,947 | 236,320 | 300,876 | ||||||||||||||
| Total assets | 1,996,301 | 2,135,607 | 2,923,434 | 2,892,715 | 2,370,622 | 2,390,325 | 2,410,727 | 2,435,861 | ||||||||||||||||
| Total long-term debt | 147,950 | 298,232 | 305,236 | 414,361 | 410,435 | 405,306 | 401,954 | 401,266 | ||||||||||||||||
| Equity | 1,737,211 | 1,727,376 | 2,375,745 | 2,086,419 | 1,780,061 | 1,811,600 | 1,842,230 | 1,875,729 | ||||||||||||||||
| Revenues (3) | 61,914 | 53,661 | 51,545 | 50,689 | 50,673 | 50,035 | 57,246 | 66,923 | ||||||||||||||||
| Net cash flows from operating activities (3) | 48,524 | 51,067 | 34,965 | 40,507 | 35,061 | 44,080 | 37,341 | 36,737 | ||||||||||||||||
| Impairment of assets, net of income taxes (3) | 3,000 | 275 | 384 | 520 | (650 | ) | - | - | (3,794 | ) | ||||||||||||||
| Net earnings (3) | 22,408 | 28,014 | 18,059 | 16,804 | 21,230 | 25,590 | 16,341 | 13,464 | ||||||||||||||||
| Basic and diluted net earnings per share (3) | 0.12 | 0.15 | 0.11 | 0.10 | 0.13 | 0.15 | 0.10 | 0.08 | ||||||||||||||||
| Weighted average shares outstanding (000's) | ||||||||||||||||||||||||
| - Basic | 184,265 | 184,839 | 185,316 | 166,926 | 166,807 | 167,924 | 167,895 | 167,253 | ||||||||||||||||
| - Diluted | 184,682 | 185,850 | 185,630 | 167,278 | 167,073 | 168,220 | 168,291 | 167,711 | ||||||||||||||||
| Share price - TSX - closing | 16.32 | 14.07 | 12.98 | 16.49 | 15.48 | 14.23 | 16.99 | 13.84 | ||||||||||||||||
| Share price - NYSE - closing | 12.07 | 10.10 | 10.10 | 13.19 | 12.25 | 11.23 | 13.70 | 11.02 | ||||||||||||||||
| Debenture price - TSX - closing(4) | ||||||||||||||||||||||||
| OR.DB | n/a | 99.13 | 99.50 | 101.08 | 101.00 | 100.94 | 104.04 | 100.75 | ||||||||||||||||
| Price of gold (average US$) | 1,727 | 1,729 | 1,871 | 1,877 | 1,796 | 1,794 | 1,816 | 1,794 | ||||||||||||||||
| Closing exchange rate(5) (US$/Can$) |
||||||||||||||||||||||||
| 1.3544 | 1.3707 | 1.2886 | 1.2496 | 1.2678 | 1.2741 | 1.2394 | 1.2575 | |||||||||||||||||
(1) Unless otherwise noted, financial information is in Canadian dollars and prepared in accordance with IFRS.
(2) Excluding GEOs from the Renard diamond stream in the first quarter of 2022 and for the year 2021.
(3) The comparative figures have been restated to conform to the actual single segment presentation and the discontinued operations (refer to the Deconsolidation of Osisko Development and Discontinued Operations section of this MD&A for more details). The figures presented are for the continuing operations only.
(4) Osisko 4% convertible debentures is presented by tranche of nominal value of $100.00. The debentures were repaid on maturity on December 31, 2022.
(5) Bank of Canada Daily Rate.
During the fourth quarter of 2022, Osisko repaid its convertible debentures for $300.0 million using $150.0 million from its cash balance and drew on its credit facility for the balance.
During the third quarter of 2022, Osisko deconsolidated Osisko Development. Refer to the Deconsolidation of Osisko Development and Discontinued Operations section of this MD&A for more details.
During the second quarter of 2022, Osisko Development closed equity financings for an aggregate $208.0 million, net of issue costs.
During the first quarter of 2022, Osisko closed a US$250.2 million bought deal equity financing. During the same period, Osisko Development closed a bought deal private placement and issued an aggregate 9,525,850 units for gross proceeds of approximately $42.4 million, with each unit comprised of one common share of Osisko Development and one common share purchase warrant.
During the first quarter of 2021, Osisko Development completed a flow-through equity financing for gross proceeds of $33.6 million.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
Fourth Quarter Results
Financial Summary
-
Revenues from royalties and streams of $61.9 million compared to $50.7 million in the fourth quarter of 2021;
-
Gross profit of $43.1 million compared to $34.8 million in the fourth quarter of 2021;
-
Operating income of $34.6 million compared to $28.3 million in the fourth quarter of 2021;
-
Net earnings from continuing operations of $22.4 million or $0.12 per basic share, compared to $21.2 million or $0.13 per basic share in the fourth quarter of 2021;
-
Adjusted earnings6 of $34.9 million or $0.19 per basic share6 compared to $23.8 million or $0.14 per basic share in the fourth quarter of 2021; and
-
Operating cash flows provided by continuing operations of $48.5 million compared to $35.1 million in the fourth quarter of 2021.
Revenues from royalties and streams increased to $61.9 million in the fourth quarter of 2022 compared to $50.7 million in the fourth quarter of 2021, mostly as a result of higher deliveries and payments under the royalty and stream agreements.
Gross profit amounted to $43.1 million in the fourth quarter of 2022 compared to $34.8 million in the fourth quarter of 2021. Cost of sales and depletion increased in the fourth quarter of 2022 compared to the fourth quarter of 2021, mostly as a result of increased deliveries and the mix of sales.
In the fourth quarter of 2022, the Company generated an operating income of $34.6 million, compared to $28.3 million in the fourth quarter of 2021.
G&A expenses increased in the fourth quarter of 2022 from $4.7 million in the fourth quarter of 2021 to $5.3 million, mostly as a result of general inflation in professional services.
Business development expenses increased from $1.1 million in the fourth quarter of 2021 to $1.5 million in the fourth quarter of 2022, mostly as a result of increased activities and general inflation in professional services.
In the fourth quarter of 2022, the Company generated net earnings from continuing operations of $22.4 million compared to $21.2 million in the fourth quarter of 2021. The increased net earnings is mostly the result of a higher gross profit and higher interest income, partially offset by a loss on foreign exchange and a non-cash net loss on investments (compared to a non-cash net gain on investments in the fourth quarter of 2021).
Adjusted earnings6 were higher at $34.9 million in the fourth quarter of 2022, compared to $23.8 million in the fourth quarter of 2021, mostly as a result of a higher gross profit and increased interest income. A reconciliation of adjusted earnings is provided in the Non-IFRS Financial Performance Measures section of this MD&A.
Cash flows provided by operating activities from continuing operations in the fourth quarter of 2022 was $48.5 million compared to $35.1 million in the fourth quarter of 2021. The increase was mainly the result of increased revenues from higher deliveries in the fourth quarter of 2022 and increased interest income.
______________________________________
6 "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 MD&A.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
Consolidated Statements of Income (Loss)
The following table presents summarized consolidated statements of income (loss) for the three months ended December 31, 2022 and 2021 (in thousands of dollars, except amounts per share):
| Three months ended December 31, |
||||||||
| 2022 | 2021 | |||||||
| $ | $ | |||||||
| Revenues | (a) | 61,914 | 50,673 | |||||
| Cost of sales | (b) | (4,732 | ) | (3,646 | ) | |||
| Depletion | (c) | (14,045 | ) | (12,264 | ) | |||
| Gross profit | (d) | 43,137 | 34,763 | |||||
| Other operating expenses | ||||||||
| General and administrative | (e) | (5,254 | ) | (4,704 | ) | |||
| Business development | (f) | (1,491 | ) | (1,130 | ) | |||
| Impairment of royalty interests | (1,818 | ) | (650 | ) | ||||
| Operating income | 34,574 | 28,279 | ||||||
| Other (expenses) revenues, net | (g) | (8,959 | ) | 461 | ||||
| Earnings before income taxes | 25,615 | 28,740 | ||||||
| Income tax expense | (h) | (3,207 | ) | (7,507 | ) | |||
| Net earnings from continuing operations | 22,408 | 21,233 | ||||||
| Net loss from discontinued operations | (i) | - | (56,456 | ) | ||||
| Net earnings (loss) | 22,408 | (35,223 | ) | |||||
| Net earnings (loss) attributable to: | ||||||||
| Osisko Gold Royalties Ltd's shareholders | 22,408 | (21,184 | ) | |||||
| Non-controlling interests | - | (14,039 | ) | |||||
| Net earnings per share from continuing operations | ||||||||
| Basic | 0.12 | 0.13 | ||||||
| Net earnings (loss) per share attributable to Osisko Gold Royalties Ltd's shareholders |
||||||||
| Basic | 0.12 | (0.13 | ) | |||||
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
(a) Revenues are comprised of the following:
| Three months ended December 31, | ||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||
| Average selling price per ounce / carat ($) |
Ounces / carats sold |
Total revenues ($000's) |
Average selling price per ounce / carat ($) |
Ounces / Carats sold |
Total revenues ($000's) |
|||||||||||||
| Gold sold | 2,361 | 16,019 | 37,823 | 2,270 | 13,697 | 31,125 | ||||||||||||
| Silver sold | 29 | 378,250 | 10,991 | 29 | 316,086 | 9,166 | ||||||||||||
| Diamonds sold(i) | 152 | 52,508 | 8,022 | 146 | 47,141 | 6,884 | ||||||||||||
| Other (paid in cash) | - | - | 5,078 | - | - | 3,498 | ||||||||||||
| 61,914 | 50,673 | |||||||||||||||||
(i) The diamonds were sold by an agent for Osisko for a blended selling price of $152 (US$112) per carat in the fourth quarter of 2022. The average selling price includes 9,065 incidental carats sold outside of the run of mine sales at an average price of $47 (US$35) per carat. Excluding the incidental carats, 43,443 carats were sold at an average price of $174 (US$129) per carat in the fourth quarter of 2022.
The increase in gold and silver ounces sold, as well as in the number of carats sold in the fourth quarter of 2022, is mainly the result of higher deliveries under the other royalty and stream agreements.
(b) In the fourth quarter of 2022, cost of sales amounted to $4.7 million compared to $3.6 million in the fourth quarter of 2021. Cost of sales represents mainly the acquisition price of the metals and diamonds under the stream and offtake agreements, as well as refining, insurance, transportation and other costs related to the metals received under royalty agreements. The increase in the fourth quarter of 2022 is mainly the result of increased deliveries under the royalty and stream agreements.
(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 related agreements. The depletion expense in the fourth quarter of 2022 amounted to $14.0 million compared to $12.3 million in the fourth quarter of 2021. The increase in the fourth quarter of 2022 is mostly due to increased deliveries under the royalty and stream agreements and the mix of sales.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
(d) The breakdown of cash margin7 and gross profit per type of interest is as follows (in thousands of dollars):
| Three months ended December 31 |
||||||
| 2022 | 2021 | |||||
| $ | $ | |||||
| Royalty interests | ||||||
| Revenues | 40,038 | 34,502 | ||||
| Less: cost of sales (excluding depletion) | (283 | ) | (233 | ) | ||
| Cash margin (in dollars) | 39,755 | 34,269 | ||||
| Depletion | (6,993 | ) | (7,324 | ) | ||
| Gross profit | 32,762 | 26,945 | ||||
| Stream interests | ||||||
| Revenues | 21,876 | 16,171 | ||||
| Less: cost of sales (excluding depletion) | (4,449 | ) | (3,413 | ) | ||
| Cash margin (in dollars) | 17,427 | 12,758 | ||||
| Depletion | (7,052 | ) | (4,940 | ) | ||
| Gross profit | 10,375 | 7,818 | ||||
| Royalty and stream interests | ||||||
| Total cash margin (in dollars) | 57,182 | 47,027 | ||||
| Divided by: total revenues | 61,914 | 50,673 | ||||
| Cash margin (in percentage of revenues) | 92.4% | 92.8% | ||||
| Total - Gross profit | 43,137 | 34,763 | ||||
(e) G&A expenses increased in the fourth quarter of 2022, mostly as a result of general inflation in professional services.
(f) Business development expenses increased in the fourth quarter of 2022, mostly as a result of increased activities and general inflation in professional services.
(g) Other expenses, net of $9.0 million in the fourth quarter of 2022 include a loss on foreign exchange of $2.9 million, finance costs of $5.4 million, a net loss on investments of $2.2 million and a share of loss of associates of $2.2 million, partially offset by interest income of $3.7 million.
Other revenues, net of $0.5 million in the fourth quarter of 2021 include a net gain on investments of $6.2 million (increase in the fair value of financial assets at fair value through profit and loss) and interest income of $1.1 million, partially offset by finance costs of $6.0 million and a share of loss of associates of $0.9 million.
(h) The effective income tax rate related to the continuing operations in the fourth quarter of 2022 was 12.5% compared to 26.1% in the fourth quarter of 2021. The statutory rate was 26.5% in 2022 and 2021. The elements that impacted the effective income tax rates are other income not taxable, other expenses not deductible and revenues taxable at lower rates. Cash taxes of $0.3 million were paid in the fourth quarter of 2021 compared to a reimbursement received of $0.2 million in the fourth quarter of 2022, and were related to taxes on royalties earned in foreign jurisdictions.
(i) The net loss from discontinued operations is related to the activities of Osisko Development. Please also refer to the Deconsolidation of Osisko Development and Discontinued Operations section of this MD&A for more details.
7 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 Non-IFRS Financial Performance Measures section of this MD&A.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
Segment Disclosure
Prior to the deconsolidation of Osisko Development on September 30, 2022 (refer to the Deconsolidation of Osisko Development and Discontinued Operations section of this MD&A), the President and Chief Executive Officer organized and managed the business under two operating segments: (i) acquiring and managing precious metals and other royalties, streams and other interests, and (ii) the exploration, evaluation and development of mining projects. Following the deconsolidation of Osisko Development, and the deemed disposal of the exploration, evaluation and development of mining projects segment, the President and Chief Executive Officer organizes and manages the business under a single operating segment, consisting of acquiring and managing precious metals and other royalties, streams and other interests. All of the Company's assets, liabilities, revenues, expenses and cash flows from continuing operations are attributable to this single operating segment. The following tables present segmented information for this single segment.
Geographic revenues
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 year ended December 31, 2022 and 2021, royalty, stream and other interest revenues were earned from the following jurisdictions (in thousands of dollars):
| North America (i) |
South America |
Australia |
Africa |
Europe |
Total |
|||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||
| 2022 | ||||||||||||||||||
| Royalties | 140,488 | 1,257 | 69 | 2,252 | - | 144,066 | ||||||||||||
| Streams | 39,701 | 23,948 | 892 | - | 9,202 | 73,743 | ||||||||||||
| Offtakes | - | - | - | - | - | - | ||||||||||||
| 180,189 | 25,205 | 961 | 2,252 | 9,202 | 217,809 | |||||||||||||
| 2021 | ||||||||||||||||||
| Royalties | 134,544 | 1,112 | 6 | 4,617 | - | 140,279 | ||||||||||||
| Streams | 27,624 | 20,284 | 1,548 | - | 9,877 | 59,333 | ||||||||||||
| Offtakes | 25,265 | - | - | - | - | 25,265 | ||||||||||||
| 187,433 | 21,396 | 1,554 | 4,617 | 9,877 | 224,877 |
(i) 91% of North America's revenues are generated from Canada in 2022 (83% in 2021).
In 2022, three royalty/stream interests generated revenues of $132.3 million ($122.4 million in 2021), which represented 61% of revenues (61% of revenues in 2021, excluding revenues generated from the offtake interests), including one royalty interest that generated revenues of $78.8 million ($81.3 million in 2021).
In 2022, revenues generated from precious metals and diamonds represented 85% and 14% of revenues, respectively. In 2021, revenues generated from precious metals and diamonds represented 89% and 9% of revenues, respectively (87% and 11% excluding offtakes, respectively).
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
Geographic net assets
The following table summarizes the royalty, stream and other interests by jurisdiction, as at December 31, 2022 and December 31, 2021, which is based on the location of the properties related to the royalty, stream or other interests (in thousands of dollars):
| North America (i) |
South America |
Australia |
Africa |
Asia |
Europe |
Total |
|||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| December 31, 2022 | |||||||||||||||||||||||||||
| Royalties | 664,985 | 157,552 | 17,345 | 24,228 | - | 14,965 | 879,075 | ||||||||||||||||||||
| Streams | 225,517 | 177,853 | - | - | 30,203 | 51,017 | 484,590 | ||||||||||||||||||||
| Offtakes | - | - | 9,572 | - | 5,016 | - | 14,588 | ||||||||||||||||||||
| 890,502 | 335,405 | 26,917 | 24,228 | 35,219 | 65,982 | 1,378,253 | |||||||||||||||||||||
| December 31, 2021 | |||||||||||||||||||||
| Royalties | 595,931 | 57,673 | 13,742 | 20,453 | - | 15,215 | 703,014 | ||||||||||||||
| Streams | 185,031 | 173,773 | - | - | 28,272 | 51,055 | 438,131 | ||||||||||||||
| Offtakes | - | - | 8,960 | - | 4,696 | - | 13,656 | ||||||||||||||
| 780,962 | 231,446 | 22,702 | 20,453 | 32,968 | 66,270 | 1,154,801 |
(i) 81% of North America's net interests are located in Canada as at December 31, 2022 (82% as at December 31, 2021).
Related Party Transactions
In 2022, interest revenues of $4.2 million were recorded on notes receivable from associates ($3.6 million in 2021). As at December 31, 2022, interest receivable from associates of $8.0 million are included in amounts receivable ($4.6 million as at December 31, 2021). Loans, notes receivable, and convertible instruments from related parties amounted to $30.9 million as at December 31, 2022 ($42.3 million as at December 31, 2021) and were included in other investments on the consolidated balance sheets. As of December 31, 2022, Osisko acts as a guarantor towards an insurance company that has issued environmental bonds to governmental authorities in the name of Osisko Development valued at approximately $17.9 million.
Additional transactions with related parties are described under the sections Portfolio of Royalty, Stream and Other Interests, Equity Investments and Contractual Obligations and Commitments.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
Contractual Obligations and Commitments
Investments in royalty and stream interests
As at December 31, 2022, significant commitments related to the acquisition of royalties and streams are detailed in the following table. The Company intends to meet these commitments by using its cash balance, the operating cash flows to be generated from its operations and/or drawing on its revolving credit facility.
| Company | Project (asset) | Installments | Triggering events |
| Aquila Resources Inc. | Back Forty project (gold stream) |
US$5.0 million | Receipt of all material permits for the construction and operation of the project. |
| US$25.0 million | Pro rata to drawdowns with construction finance facility. | ||
| Falco Resources Ltd. | Horne 5 project (silver stream) |
$45.0 million | Receipt of all necessary material third-party approvals, licenses, rights of way, surface rights on the property and 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 (optional) |
Payable with fourth installment, at sole election of Osisko, to increase the silver stream to 100% of payable silver (from 90%). | ||
| Metals Acquisition Corp. (i) | CSA mine (silver stream) |
US$75.0 million | Closing of the acquisition of the CSA mine by MAC. |
| Metals Acquisition Corp. (i) | CSA mine (copper stream) |
Up to US$75.0 million | Closing of the acquisition of the CSA mine by MAC. |
(i) Refer to the Portfolio of Royalty, Stream and Other Interests section of this MD&A for details on the proposed transactions.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
Offtake and stream purchase agreements
The following table summarizes the significant commitments to pay for gold, silver and diamonds to which Osisko has the contractual right pursuant to the associated precious metals and diamond purchase agreements:
| Attributable payable production to be purchased |
Per ounce/carat cash payment (US$) |
Term of agreement |
Date of contract |
|||||
| Interest | Gold | Silver | Diamond | Gold | Silver | Diamond | ||
| Amulsar stream(1),(8) | 4.22% | 62.5% | $400 | $4 | 40 years | November 2015 Amended Jan. 2019 |
||
| Amulsar offtake(2),(8) | 81.91% | Based on quotational period | Until delivery of 2,110,425 ounces Au |
November 2015 Amended Jan. 2019 |
||||
| Back Forty stream(3) | 18.5% | 85% | 30% spot price (max $600) |
$4 | Life of mine | March 2015 (silver) Nov. 2017 (gold) Amended Dec. 2021 |
||
| Gibraltar stream(4) | 75% | nil | Life of mine | March 2018 Amended April 2020 |
||||
| Mantos Blancos stream(5) | 100% | 8% spot | Life of mine | September 2015 Amended Aug. 2019 |
||||
| Renard stream | 9.6% | Lesser of 40% of sales price or $40 | 40 years | July 2014 Amended Oct. 2018 |
||||
| San Antonio stream | 15% | 15% | 15% spot price | 15% spot price | Life of mine | November 2020 | ||
| Sasa stream(6) | 100% | $6.21 | 40 years | November 2015 | ||||
| Tintic stream(7) | 2.5% | 2.5% | 25% spot price | 25% spot price | Life of mine | September 2022 | ||
(1) Stream capped at 89,034 ounces of gold and 434,093 ounces of silver delivered. Subject to multiple buy-down options: 50% for US$34.4 million and US$31.3 million on 2nd and 3rd anniversary of commercial production, respectively.
(2) Offtake percentage will increase to 84.87% if the operator 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 Osisko Bermuda (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) 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. As of September 30, 2022, a total of 1.0 million ounces of silver have been delivered under the stream agreement.
(5) 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%. As of September 30, 2022, a total of 3.4 million ounces of silver have been delivered under the stream agreement.
(6) 3% or consumer price index (CPI) per ounce price escalation after 2016.
(7) 2.5% stream on all metals produced until 27,150 ounces of refined gold have been delivered, and thereafter 2.0% steam on all metals produced.
(8) In December 2019, Lydian International Limited, the owner of the Amulsar project, was granted protection under the Companies' Creditors Arrangement Act. In July 2020, Osisko became a shareholder of Lydian following a credit bid transaction (35.98% as at December 31, 2022).
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
Off-balance Sheet Items
There are no significant off-balance sheet arrangements, other than the contractual obligations and commitments mentioned above.
Outstanding Share Data
As of February 23, 2023, 184,187,995 common shares and 3,359,062 share options were issued and outstanding.
Subsequent Event to December 31, 2022
Dividend
On February 23, 2023, the Board of Directors declared a quarterly dividend of $0.055 per common share payable on April 14, 2023 to shareholders of record as of the close of business on March 31, 2023.
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"). 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.
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.
As required by applicable Canadian securities laws and Rule 13a-15(b) under the Exchange Act, the Company conducted an evaluation, under the supervision and with the participation of the management, including the CEO and CFO, of the effectiveness of the design and operation of the Company's DCP as of December 31, 2022. Based on this evaluation, the CEO and CFO concluded that the design and operation of the Company's DCP were effective as of December 31, 2022.
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, 2022 that have materially affected, or are reasonably likely to materially affect, the DCP. No such changes were identified through their evaluation.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
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, 2022.
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.
The CEO and CFO have evaluated whether there were changes to the ICFR during the year ended December 31, 2022 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, 2022 and have issued an audit report dated February 23, 2023 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, 2022 have been prepared in accordance with the IFRS as issued by the IASB. The significant accounting policies of Osisko are detailed in the notes to the audited consolidated financial statements for the years ended December 31, 2022 and 2021, filed on SEDAR at www.sedar.com, EDGAR at www.sec.gov and on Osisko's website at www.osiskogr.com.
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 the amendments to IAS 16, which is described below.
Amendments to IAS 16 Property, plant and equipment
The IASB has made amendments to IAS 16 Property, plant and equipment, which is effective for financial years beginning on or after January 1, 2022. Proceeds from selling items before the related item of property, plant and equipment is available for use should be recognized in profit or loss, together with the costs of producing those items. Companies therefore need to distinguish between the costs associated with producing and selling items before the item of property, plant and equipment (pre-production revenue) is available for use and the costs associated with making the item of property, plant and equipment available for its intended use. For the sale of items that are not part of a company's ordinary activities, the amendments will require to separately disclose the sales proceeds and related production cost recognized in profit or loss and specify the line items in which such proceeds and costs are included in the statement of comprehensive income (loss). An entity applies the amendments retrospectively only to items of property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after the beginning of the earliest period presented in the financial statements in which the entity first applies the amendments.
The Company has adopted the amendments of IAS 16 on January 1, 2022 and has applied them retroactively. The impacts of the adoption were solely related to the activities of Osisko Development, which were deconsolidated on September 30, 2022 and presented as discontinued operations. As a result, the impacts of the adoption are only reflected in certain notes of the consolidated financial statements and are deemed to be immaterial.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
Deconsolidation of Osisko Development and Discontinued Operations
On September 30, 2022, Osisko held an interest of 44.1% (compared to 75.1% as at December 31, 2021) in Osisko Development Corp. Effective on September 30, 2022, following certain changes made to Osisko's investment agreement with Osisko Development, Osisko ceased to consolidate Osisko Development as management determined that Osisko was no longer in a position of control over Osisko Development. Immediately after, management determined it was able to exert significant influence on Osisko Development and subsequently accounted for its investment as an associate under the equity method. Accordingly, Osisko deconsolidated Osisko Development on September 30, 2022, and started accounting for its investment in Osisko Development using the equity method.
On September 30, 2022, the Company derecognized the assets and liabilities of Osisko Development from its consolidated balance sheet, recorded its interest in Osisko Development at fair value as an investment in an associate at $207.0 million, recognized royalty and stream interests on assets held on Osisko Development of $122.1 million (these assets were eliminated on consolidation prior to the loss of control and recognized a net non-cash loss on deconsolidation of $140.9 million. Osisko Development's results of operations and cash flows were consolidated into the Company's financial statements up to September 30, 2022.
The following tables summarize the financial information related to Osisko Development on September 30, 2022, which was immediately prior to deconsolidation. The amounts disclosed (in thousands of dollars) are before inter-company adjustments:
Summarized balance sheet
| As at September 30, 2022 |
|||
| $ | |||
| Current assets | 168,092 | ||
| Current liabilities | (51,330 | ) | |
| Current net assets | 116,762 | ||
| Non-current assets | 902,768 | ||
| Non-current liabilities | (105,757 | ) | |
| Non-current net assets | 797,011 | ||
| Total net assets | 913,773 | ||
| Accumulated other comprehensive income | (515 | ) | |
| Non-controlling interest | (443,295 | ) |
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
The activities of Osisko Development represented one of two distinct business segments of the Company, namely the exploration, evaluation and development of mining projects segment. This segment was deemed to have been disposed of and its results of operations and cash flows have been reclassified as discontinued operations. The following table summarizes the results of operations included as discontinued operations on the consolidated statements of loss for the three months and the years ended December 31, 2022 and 2021 (in thousands of dollars).
| Three months ended December 31, |
Years ended December 31, |
|||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| $ | $ | $ | $ | |||||||||
| Results from discontinued operations: | ||||||||||||
| Net loss on on the fair value remeasurement of the interest as an associate | - | - | (140,910 | ) | - | |||||||
| Results of discontinued operations: | ||||||||||||
| Revenues | - | 2,594 | 44,820 | 7,275 | ||||||||
| Impairment of assets (i),(ii),(iii),(iv) | - | (47,801 | ) | (81,000 | ) | (121,600 | ) | |||||
| Other expenses, net | - | (17,526 | ) | (89,895 | ) | (31,948 | ) | |||||
| Net loss before income taxes | - | (62,733 | ) | (126,075 | ) | (146,273 | ) | |||||
| Deferred income tax recovery | - | 6,277 | (1,490 | ) | 12,971 | |||||||
| Net loss | - | (56,456 | ) | (127,565 | ) | (133,302 | ) | |||||
| Net loss from discontinued operations | - | (56,456 | ) | (268,475 | ) | (133,302 | ) | |||||
| Net loss per share from discontinued operations | ||||||||||||
| Basic and diluted | - | (0.34 | ) | (1.50 | ) | (0.80 | ) | |||||
(i) In 2022, the recent market conditions, industry cost pressures and current inflationary environment were considered as indicators of impairment, among other facts and circumstances and, accordingly, management of Osisko Development performed an impairment assessment on all of its projects as at September 30, 2022. The impairment assessment resulted in an impairment charge of $81.0 million on the San Antonio gold project for the three months ended September 30, 2022. On September 30, 2022, the San Antonio gold project was written down to its estimated recoverable amount of $35.0 million, which was determined by the value-in-use using a discounted cash-flows approach. The main valuation inputs used were the cash flows expected to be generated by the production and sale of gold from the San Antonio gold project over the estimated life of the mine, based on the expected long-term gold price per ounce, costs inflation forecast and a pre-tax real discount rate of 19.9% applied to the cash flow projections.
(ii) In March 2021, processing of ore commenced at the Bonanza Ledge Phase 2 project. As a result of operational challenges incurred during the second quarter of 2021, it was determined that total capital and production costs related to the Bonanza Ledge Phase 2 project would be higher than originally planned. These factors were considered indicators of impairment, among other facts and circumstances and, accordingly, management performed an impairment assessment as at June 30, 2021. As a result of the impairment assessment, Osisko Development recorded an impairment charge of $36.1 million on the Bonanza Ledge Phase 2 project during the three months ended June 30, 2021. On June 30, 2021, the Bonanza Ledge Phase 2 project was written down to its estimated recoverable amount of $12.4 million, which was determined by the value-in-use using a cash-flows approach. The main valuation inputs used were the cash flows expected to be generated by the sale of gold from the Bonanza Ledge Phase 2 project over its estimated life of the mine, based on an average gold price per ounce of US$1,797, the average grade of gold and the average recovery rate for the remaining life of mine. No discount rate was used as the project had a short-term remaining mine life of approximately 18 months.
(iii) In September 2021, due to continuing operational challenges, it was determined that total capital and production costs related to the Bonanza Ledge Phase 2 project would be higher than the total revenues expected to be generated for the remaining life of the project. These factors were considered indicators of impairment, among other facts and circumstances and, accordingly, management performed an impairment assessment as at September 30, 2021. As a result of the impairment assessment, Osisko Development recorded an impairment charge of $22.4 million on the Bonanza Ledge Phase 2 project during the three months ended September 30, 2021.
On September 30, 2021, the net book value of the Bonanza Ledge Phase 2 project was written down to zero as it was estimated that the net book value would not be recovered by the expected net profits to be generated from the sale of precious metals. The recoverable amount was determined by the value-in-use using a cash-flows approach. The main valuation inputs used were the cash flows expected to be generated by the sale of gold from the Bonanza Ledge Phase 2 project over its estimated life of the mine, based on an average gold price per ounce of US$1,787, the average grade of gold and the average recovery rate for the remaining life of mine. No discount rate was used as the project had a short-term remaining mine life of approximately 18 months. The project value will be maintained at zero and any excess operating expenses over revenues were recorded under net loss from discontinued operations on the statements of loss from October 1, 2022.
(iv) In December 2021, Osisko Development incurred an impairment charge of $42.7 million ($34.6 million, net of income taxes) on exploration and evaluation properties, including the James Bay properties and the Coulon zinc project in Canada. Osisko Development determined that further exploration and evaluation expenditures were no longer planned in the near term on these properties and that the carrying amount of these assets was unlikely to be recovered from a sale of these properties at the time. As a result, these properties were written down to zero on December 31, 2021.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
Acquisition of Tintic by Osisko Development
In May 2022, Osisko Development completed the acquisition of Tintic Consolidated Metals LLC, which owns the Trixie property, as well as mineral claims covering more than 17,000 acres (including over 14,200 acres of which are patented) in Central Utah's historic Tintic Mining District.
Under the terms of the Tintic Transaction, Osisko Development funded the acquisition through:
(i) the issuance of 12,049,449 common shares of Osisko Development;
(ii) aggregate cash payments of approximately US$58.7 million ($74.7 million);
(iii) the issuance of an aggregate of 2% NSR royalty, with a 50% buyback right in favour of Osisko Development exercisable within five years;
(iv) US$12.5 million in deferred payments ($15.9 million); and
(v) the granting of certain other contingent payments, rights and obligations.
Transaction costs related to the acquisition were expensed under general and administrative expenses and amounted to approximately $4.7 million. The total consideration paid amounted to approximately US$156.6 million ($199.5 million). As of the reporting date, Osisko Development has not completed the purchase price allocation over the identifiable net assets of Tintic. Information to confirm the fair value of certain assets, mainly the mining interests and plant and equipment, the exploration and evaluation assets, the fair value of certain liabilities and the deferred income tax liability, are still to be obtained or confirmed.
The table below presents the preliminary purchase price allocation based on the best available information to Osisko Development to date (in thousands of dollars):
| Consideration paid | $ | ||
| Issuance of 12,049,449 common shares of Osisko Development (i) | 109,656 | ||
| Cash | 63,881 | ||
| Convertible instruments(ii) | 10,827 | ||
| Fair value of deferred consideration of US$12.5 million ($15.9 million) | 13,414 | ||
| Fair value of other contingent payments, rights and obligations | 1,695 | ||
| 199,473 | |||
| Net assets acquired | $ | ||
| Current assets | 2,705 | ||
| Mining assets and plant and equipment | 182,229 | ||
| Exploration and evaluation | 38,508 | ||
| Other non-current assets | 1,735 | ||
| Current liabilities | (1,322 | ) | |
| Non-current liabilities | (4,925 | ) | |
| Deferred income tax liability | (19,457 | ) | |
| 199,473 |
(i) Prior to the share consolidation.
(ii) Represent the convertible instruments amounting to US$8.5 million ($10.8 million) issued to the sellers prior to the closing of the Tintic Transaction, which were part of the acquisition price.
If changes were made to the final purchase price allocation by Osisko Development, these changes would need to be reflected in the purchase price allocation presented above.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
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.
Significant accounting estimates and assumptions as well as significant judgements in applying the Company's accounting policies are detailed in the notes to the audited consolidated financial statements for the years ended December 31, 2022 and 2021, 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 notes to the audited consolidated financial statements for the years ended December 31, 2022 and 2021, filed on SEDAR at www.sedar.com, EDGAR at www.sec.gov and on Osisko's website at www.osiskogr.com
Technical Information
The scientific and technical information contained in this MD&A has been reviewed and approved by Guy Desharnais, Ph.D., P.Geo, who is a "Qualified Person" ("QP") as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects.
Non-IFRS Financial Performance Measures
The Company has included certain performance measures in this MD&A that do not have any standardized meaning prescribed by IFRS including (i) cash margin (in dollars and in percentage or revenues), (ii) adjusted earnings (loss) and (iii) adjusted earnings (loss) per basic share. The presentation of these non-IFRS measures 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. These measures are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. As Osisko's operations are primarily focused on precious metals, the Company presents cash margins and adjusted earnings as it believes that certain investors use this information, together with measures determined in accordance with IFRS, to evaluate the Company's performance in comparison to other companies in the precious metals mining industry who present results on a similar basis. However, other companies may calculate these non-IFRS measures differently.
Cash margin (in dollars and in percentage of revenues)
Cash margin (in dollars) represents revenues less cost of sales (excluding depletion). Cash margin (in percentage of revenues) represents the cash margin (in dollars) divided by revenues. A reconciliation of the cash margin per type of interests (in dollars and percentage of revenues) is presented under the Overview of Financial Results section of this MD&A.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
Adjusted earnings (loss) and adjusted earnings (loss) per basic share
Adjusted earnings (loss) is defined as: net earnings (loss) adjusted for certain items: foreign exchange gain (loss), impairment of assets (including impairment on financial assets and investments in associates), gains (losses) on disposal of assets, unrealized gain (loss) on investments, share of income (loss) of associates, deferred income tax expense (recovery), transaction costs and other items such as non-cash gains (losses). Adjusted earnings (loss) per basic share is obtained from the adjusted earnings (loss) divided by the weighted average number of common shares outstanding for the period.
| Three months ended December 31, |
Years ended December 31, |
|||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| (in thousands of dollars, except per share amounts) | $ | $ | $ | $ | ||||||||
| Net earnings from continuing operations | 22,408 | 21,233 | 85,285 | 76,627 | ||||||||
| Adjustments: | ||||||||||||
| Impairment of royalty, stream and other interests | 1,818 | 650 | 1,818 | 2,938 | ||||||||
| Impairment of investments | 1,181 | - | 2,361 | 2,112 | ||||||||
| Foreign exchange loss (gain) | 2,822 | 4 | (19,907 | ) | 186 | |||||||
| Unrealized net loss (gain) on investments | 1,024 | (6,143 | ) | 13,196 | (14,403 | ) | ||||||
| Share of loss of associates | 2,246 | 883 | 1,863 | 2,246 | ||||||||
| Deferred income tax expense | 3,427 | 7,181 | 26,688 | 24,695 | ||||||||
| Adjusted earnings | 34,926 | 23,808 | 111,304 | 94,401 | ||||||||
| Weighted average number of common shares outstanding (000's) | 184,265 | 167,924 | 180,398 | 167,786 | ||||||||
| Adjusted earnings per basic share | 0.19 | 0.14 | 0.62 | 0.56 | ||||||||
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
Forward-looking Statements
Certain statements contained in this MD&A may be deemed "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking statements are statements other than statements of historical fact, that address, without limitation, future events, production estimates of Osisko's assets (including increase of production), timely developments of mining properties over which Osisko has royalties, streams, offtakes and investments, management's expectations regarding Osisko's growth, results of operations, estimated future revenues, production costs, carrying value of assets, ability to continue to pay dividends, requirements for additional capital, business prospects and opportunities, future demand for and fluctuation of prices of commodities (including outlook on gold, silver, diamonds, other commodities) currency, markets and general market conditions. In addition, statements and estimates (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. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors, most of which are beyond the control of Osisko, and actual results may accordingly differ materially from those in forward-looking statements. Such risk factors 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; timely development, permitting, construction, commencement of production, ramp-up (including operating and technical challenges) 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; the unfavorable outcome of any challenges or litigation relating title, permit or license with respect to any of the properties in which Osisko holds a royalty, stream or other interests or to Osisko's right thereon; differences in rate and timing of production from resource estimates or production forecasts by operators of properties in which Osisko holds a royalty, stream or other interest, including conversion from resources to reserves and ability to replace resources; business opportunities that become available to, or are pursued by Osisko; continued availability of capital and financing and general economic, market or business conditions; 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, the integration of acquired assets, the responses of relevant governments to the COVID-19 outbreak and the effectiveness of such response and the potential impact of COVID-19 on Osisko's business, operations and financial condition and the impact if international instability on the global economy. 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 and with public disclosure (including forecast of production); the accuracy of public statements and disclosures made by the owners or operators of such underlying properties (including expectations for the development of underlying properties that are not yet in production); no adverse development in respect of any significant property in which Osisko holds a royalty, stream or other interest; that statements and estimates relating to mineral reserves and resources by owners and operators of the properties in which Osisko holds a royalty, stream or other interest are accurate; the Company's ongoing income and assets relating to determination of its PFIC status; 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 accurate as actual results and prospective events could materially differ from those anticipated such the forward looking statements and such forward-looking statements included in this MD&A are not guarantee of future performance and should not be unduly relied upon. In this MD&A, Osisko relies on information publicly disclosed by other issuers and third parties pertaining to its assets and, therefore, assumes no liability for such third party public disclosure. 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 |
| 2022 - 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 resources and reserves according to Canadian standards. Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101 ("NI 43-101"). The definitions of NI 43-101 are adopted from those described by the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM"). In a number of cases Osisko has disclosed resource and reserve estimates covering properties related to the mining assets that are not based on CIM definitions, but instead have been prepared in reliance upon JORC and S-K 1300 (collectively, the "Acceptable Foreign Codes"). Estimates based on Acceptable Foreign Codes are recognized under NI 43-101 in certain circumstances. New mining disclosure rules under Subpart 1300 of Regulation S-K ("S-K 1300") became mandatory for U.S. reporting companies beginning with the first fiscal year commencing on or after January 1, 2021. CIM definitions are not identical to those of the Acceptable Foreign Codes, the resource and reserve definitions and categories are substantively the same as the CIM definitions mandated in NI 43-101 and will typically result in reporting of substantially similar reserve and resource estimates. Nonetheless, readers are cautioned that there are differences between the terms and definitions of the CIM and the Acceptable Foreign Codes, and there is no assurance that mineral reserves or mineral resources would be identical had the owner or operator prepared the reserve or resource estimates under another code. 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 S-K 1300. 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) Sandeep Singh Sandeep Singh President and Chief Executive Officer February 23, 2023 |
|
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2022 - Annual Report |
Corporate Information
|
Osisko Gold Royalties Ltd |
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, Executive Chair |
Sean Roosen, Executive Chair |
|
Joanne Ferstman, Lead Director |
Sandeep Singh, President and Chief Executive Officer |
|
The Hon. John R. Baird |
Guy Desharnais, Vice President, Project Evaluation |
|
Edie Hofmeister |
Iain Farmer, Vice President, Corporate Development |
|
William Murray John |
André Le Bel, Vice President, Legal Affairs and |
|
Robert Krcmarov |
Corporate Secretary |
|
Pierre Labbé |
Grant Moenting, Vice President, Capital Markets |
|
Candace MacGibbon |
Frédéric Ruel, Vice President, Finance and Chief |
|
Charles E. Page |
Financial Officer |
|
Sandeep Singh |
Heather Taylor, Vice President, Investor Relations |
Qualified Person (as defined by NI 43-101)
Guy Desharnais, Ph.D., P.Geo, Vice-President, Project Evaluation
Exchange listings - common shares
Toronto Stock Exchange: OR
New York Stock Exchange: OR
Dividend Reinvestment Plan
Information available at http://osiskogr.com/en/dividends/drip/
Transfer Agents
Canada: TSX Trust Company (Canada)
United States of America: American Stock Transfer & Trust Company, LLC
Auditors
PricewaterhouseCoopers LLP
FORM 52-109F1 CERTIFICATION OF ANNUAL FILINGS FULL
CERTIFICATE
I, Sandeep Singh, President and Chief Executive Officer of Osisko Gold Royalties Ltd, certify the following:
1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the "annual filings") of Osisko Gold Royalties Ltd (the "issuer") for the financial year ended December 31, 2022.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.
4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers' Annual and Interim Filings (c. V-1.1, r. 27), for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the financial year end
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is 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: The issuer has disclosed in its annual MD&A:
(a) The fact that the issuer's other certifying officer and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of:
(i) N/A
(ii) N/A
(iii) a business that the issuer acquired not more than 365 days before the issuer's financial year end;
(b) summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer's financial statements.
6. Evaluation: The issuer's other certifying officer(s) and I have
(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and
(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's ICFR at the financial year end and the issuer has disclosed in its annual MD&A
(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and
(ii) N/A
7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer's ICFR that occurred during the period beginning on October 1st, 2022 and ended on December 31, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
8. Reporting to the issuer's auditors and board of directors or audit committee: The issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer's auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer's ICFR.
| Date: February 23, 2023 | |
| (s) Sandeep Singh | |
| Sandeep Singh President and Chief Executive Officer |
FORM 52-109F1 CERTIFICATION OF ANNUAL FILINGS FULL
CERTIFICATE
I, Frédéric Ruel, Chief Financial Officer and Vice President, Finance of Osisko Gold Royalties Ltd, certify the following:
1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the "annual filings") of Osisko Gold Royalties Ltd (the "issuer") for the financial year ended December 31, 2022.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.
4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers' Annual and Interim Filings (c. V-1.1, r. 27), for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the financial year end
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is 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: The issuer has disclosed in its annual MD&A:
(a) The fact that the issuer's other certifying officer and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of:
(i) N/A
(ii) N/A
(iii) a business that the issuer acquired not more than 365 days before the issuer's financial year end;
(b) summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer's financial statements.
6. Evaluation: The issuer's other certifying officer(s) and I have
(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and
(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's ICFR at the financial year end and the issuer has disclosed in its annual MD&A
(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and
(ii) N/A
7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer's ICFR that occurred during the period beginning on October 1st, 2022 and ended on December 31, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
8. Reporting to the issuer's auditors and board of directors or audit committee: The issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer's auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer's ICFR.
| Date: February 23, 2023 | |
| (s) Frédéric Ruel | |
| Frédéric Ruel Chief Financial Officer and Vice President, Finance |
OSISKO DECLARES FIRST QUARTER 2023 DIVIDEND
(Montreal, February 23, 2023) Osisko Gold Royalties Ltd (the "Company" or "Osisko") (OR: TSX & NYSE) is pleased to announce a first quarter 2023 dividend of C$0.055 per common share. The dividend will be paid on April 14, 2023 to shareholders of record as of the close of business on March 31, 2023. This dividend is an "eligible dividend" as defined in the Income Tax Act (Canada).
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, 2023.
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 14, 2023 to shareholders on record as of March 31, 2023. More details are available on Osisko's website at http://osiskogr.com/en/dividends/drip/
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 our transfer agent at 1-800-387-0825 (toll- free in Canada) or shareholderinquiries@tmx.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 to sell or a solicitation of an offer to buy any securities in the United States or any other jurisdiction.
About Osisko Gold Royalties Ltd
Osisko Gold Royalties Ltd is an intermediate precious metal royalty company which holds a North American focused portfolio of over 180 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'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:
Heather Taylor
Vice President, Investor Relations
Tel. (514) 940-0670 x105
htaylor@osiskogr.com
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.
OSISKO REPORTS RECORD 2022 RESULTS
AND PROVIDES 2023 GUIDANCE AND 5-YEAR OUTLOOK
Record cash margin of $201.7 million
Record operating cash flows from continuing operations of $175.1 million
Montréal, February 23, 2023 - Osisko Gold Royalties Ltd (the "Corporation" or "Osisko") (OR: TSX & NYSE) today announced its consolidated financial results for the fourth quarter and full year 2022, and provided guidance for 2023 as well as its updated 5-year growth outlook. Amounts presented are in Canadian dollars, except where otherwise noted.
2022 Financial Highlights
-
Deconsolidation of Osisko Development Corp. ("Osisko Development") as of September 30, 2022 and presentation of its results as discontinued operations on the consolidated statements of loss and the consolidated statements of cash flows;
-
89,367 GEOs1 earned, an annual record and an increase of 12% over 2021 (80,000 GEOs);
-
Record revenues from royalties and streams of $217.8 million (2021 - $199.6 million; $224.9 million including offtakes);
-
Record cash flows generated by operating activities from continuing operations of $175.1 million (2021 - $153.2 million);
-
Record cash margin2 from royalties and streams of $201.7 million or 93% (2021 - $186.3 million or 93%; $187.2 million including offtakes);
-
Net earnings from continuing operations of $85.3 million, or $0.47 per share (2021 - $76.6 million or $0.46 per basic share); and
-
Record adjusted earnings2 of $111.3 million, or $0.62 per basic share (2021 - $94.4 million, $0.56 per basic share).
Q4 2022 Financial Highlights
-
25,023 GEOs1 earned, a quarterly record (Q4 2021 - 19,830 GEOs);
-
Record quarterly revenues from royalties and streams of $61.9 million (Q4 2021 - $50.7 million);
-
Cash flows generated by operating activities from continuing operations of $48.5 million (Q4 2021 - $35.1 million);
-
Record quarterly cash margin2 from royalties and streams of $57.2 million or 92% (Q4 2021 - $47.0 million or 93%);
-
Net earnings from continuing operations of $22.4 million, or $0.12 per share (Q4 2021 - $21.2 million or $0.13 per basic share); and
-
Record quarterly adjusted earnings2 of $34.9 million, or $0.19 per basic share (Q4 2021 - $23.8 million, $0.14 per basic share).
Sandeep Singh, President and CEO of Osisko commented: "As discussed in our Q4 2022 preliminary results release, Osisko had an exceptional year in 2022. We had successive quarters of record GEO deliveries, revenues and cash margins, we were active on several high-quality transactions, and returned capital to shareholders via dividends and share buy-backs. We continue to benefit from a sustained period of organic growth and we have simplified the business positioning Osisko to unlock significant value in 2023 for shareholders."
Other Highlights
-
Bought deal public offering of 18,600,000 common shares at a price of US$13.45 per common share for total gross proceeds of US$250.2 million;
-
Osisko Bermuda Limited ("Osisko Bermuda"), a wholly-owned subsidiary of Osisko, entered into a revised binding agreement with Metals Acquisition Corp. ("MAC") with respect to a US$75.0 million silver stream to facilitate MAC's acquisition of the producing CSA mine in New South Wales, Australia). Osisko Bermuda also entered into a backstop financing agreement with respect to an up to US$75.0 million copper stream;
-
Osisko Bermuda entered into an agreement with Osisko Development, with respect to a metals stream on the Trixie property, as well as mineral claims covering more than 17,000 acres in Central Utah's historic Tintic Mining District;
-
Acquired a 1.0% net smelter return ("NSR") royalty covering the currently known mineralization and prospective exploration areas that constitute the Marimaca copper project located in Antofagasta, Chile, for US$15.5 million ($20.3 million);
-
Acquired a 0.6% NSR royalty for US$50.0 million ($67.2 million) covering the entire 4,979 hectare Cascabel property, including the Alpala project, located in northeastern Ecuador and operated by SolGold plc;
-
Took up a 20% participation right in Carbon Streaming Corporation's Magdalena Bay Blue carbon project, expected to be one of the largest blue carbon conservation projects in the world. Osisko has funded US$1.2 million towards the development of the project and will receive a stream of approximately 40,000 carbon credits annually or 4% of annual production;
-
Increased the accordion feature of the revolving credit facility from $100.0 million to $200.0 million and extended the maturity date to September 29, 2026;
-
Repaid the $300 million convertible debentures that came to maturity, using $150.0 million from the cash balance and drew the credit facility for the same amount;
-
Repurchased 1.7 million common shares for $22.1 million under the normal course issuer bid (average acquisition price of $13.06);
-
Added Ms. Edie Hofmeister and Mr. Rob Krcmarov to the Board as independent directors; and
-
Declared quarterly dividends totaling $0.22 per common share in 2022 compared to $0.21 per common share in 2021.
Subsequent to December 31, 2022
- Declared a quarterly dividend of $0.055 per common share payable on April 14, 2023 to shareholders of record as of the close of business on March 31, 2023.
2023 Guidance and 5-Year Outlook
2023 Guidance
Osisko expects GEOs earned to range between 95,000 to 105,000 GEOs in 2023 at an average cash margin of 93%.
Osisko's 2023 guidance on royalty and stream interests is largely based on publicly available forecasts from our operating partners. When publicly available forecasts on properties are not available, Osisko obtains internal forecasts from the producers or uses management's best estimate.
For the 2023 guidance, deliveries of silver, diamond, copper, and cash royalties have been converted to GEOs using commodity prices based on consensus prices and a gold/silver price ratio of 80:1. The 2023 guidance also forecasts the closing of the CSA Silver Stream in the second quarter of 2023, with an effective date of February 1, 2023.
5-Year Outlook3
Osisko expects its portfolio to generate between 130,000 and 140,000 GEOs in 2027. The outlook assumes the commencement of production at the San Antonio, Cariboo, Windfall and Back Forty projects. It also assumes that Mantos Blancos will have reached its nameplate capacity following the recent expansion of its activities, as well as increased production from certain other operators that have announced planned expansions. Further, the outlook assumes that production from the Renard diamond stream will have ceased by 2027 (while there remain opportunities for mine life extensions under study by the operator), but such GEOs are expected to be largely replaced by initial production from other assets.
Beyond this growth profile, Osisko owns several other growth assets, which have not been factored in the 5-year outlook, as their timelines are either later, or less clear. As the operators provide further clarity on these assets, Osisko will seek to include them in its long-term outlook.
This 5-year outlook is based on publicly available forecasts and other disclosure by the third-party owners and operators of the Company's assets, and could differ materially from actual results . When publicly available forecasts on properties are not available, Osisko obtains internal forecasts from the producers or uses management's best estimate. The commodity price assumptions that were used in the 5-year outlook are based on current long-term consensus and a gold/silver price ratio of 75:1.
Q4 and Year-end 2022 Results Conference Call Details
| Conference Call: | Friday, February 24th, 2023 at 10:00 am ET |
| Dial-in Numbers: | North American Toll-Free: 1 (888) 886 7786 Local and International: 1 (416) 764 8658 Conference ID: 04967722 |
| Replay (available until Friday, March 24th at 11:59 pm ET): |
North American Toll-Free: 1 (877) 674 7070 Local and International: 1 (416) 764 8692 Playback passcode: 967722# |
| Replay also available on our website at www.osiskogr.com |
Qualified Person
The scientific and technical content of this news release has been reviewed and approved by Guy Desharnais, Ph.D., P.Geo., Vice President, Project Evaluation at Osisko Gold Royalties Ltd, who is a "qualified person" as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101").
About Osisko Gold Royalties Ltd
Osisko Gold Royalties Ltd is an intermediate precious metal royalty company which holds a North American focused portfolio of over 180 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'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:
Heather Taylor
Vice President, Investor Relations
Tel. (514) 940-0670 x105
htaylor@osiskogr.com
Notes:
(1) Gold Equivalent Ounces
GEOs are calculated on a quarterly basis and include royalties, streams and offtakes. Silver earned from royalty and stream agreements are converted to gold equivalent ounces by multiplying the silver ounces earned by the average silver price for the period and dividing by the average gold price for the period. Diamonds, other metals and cash royalties are converted into gold equivalent ounces by dividing the associated revenue earned by the average gold price for the period. Offtake agreements are converted using the financial settlement equivalent divided by the average gold price for the period.
Average Metal Prices and Exchange Rate
| Three months ended December 31, |
Years ended December 31, |
|||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Gold(i) | $ | 1,727 | $ | 1,796 | $ | 1,800 | $ | 1,799 | ||||
| Silver(ii) | $ | 21 | $ | 23 | $ | 22 | $ | 25 | ||||
| Exchange rate (US$/Can$)(iii) | 1.3578 | 1.2603 | 1.3013 | 1.2535 | ||||||||
(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) Non-IFRS Measures
The Corporation has included certain performance measures in this press release that do not have any standardized meaning prescribed by International Financial Reporting Standards (IFRS) including (i) cash margin (in dollars and in percentage), (ii) adjusted earnings (loss) and (iii) adjusted earnings (loss) per share. The presentation of these non-IFRS measures 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. These measures are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. As Osisko's operations are primarily focused on precious metals, the Corporation presents cash margins and adjusted earnings as it believes that certain investors use this information, together with measures determined in accordance with IFRS, to evaluate the Corporation's performance in comparison to other companies in the precious metals mining industry who present results on a similar basis. However, other companies may calculate these non-IFRS measures differently.
Cash Margin (in dollars and in percentage of revenues)
Cash margin (in dollars) represents revenues from continuing operations less cost of sales (excluding depletion). Cash margin (in percentage of revenues) represents the cash margin (in dollars) divided by revenues from continuing operations.
| Three months ended December 31, |
Years ended December 31, |
|||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| $ | $ | $ | $ | |||||||||
| Royalty interests | ||||||||||||
| Revenues | 40,038 | 34,502 | 144,066 | 140,279 | ||||||||
| Less: cost of sales (excluding depletion) | (283 | ) | (233 | ) | (1,055 | ) | (551 | ) | ||||
| Cash margin (in dollars) | 39,755 | 34,269 | 143,011 | 139,728 | ||||||||
| Depletion | (6,993 | ) | (7,324 | ) | (27,362 | ) | (28,958 | ) | ||||
| Gross profit | 32,762 | 26,945 | 115,649 | 110,770 | ||||||||
| Stream interests | ||||||||||||
| Revenues | 21,876 | 16,171 | 73,743 | 59,333 | ||||||||
| Less: cost of sales (excluding depletion) | (4,449 | ) | (3,413 | ) | (15,021 | ) | (12,752 | ) | ||||
| Cash margin (in dollars) | 17,427 | 12,758 | 58,722 | 46,581 | ||||||||
| Depletion | (7,052 | ) | (4,940 | ) | (23,993 | ) | (19,135 | ) | ||||
| Gross profit | 10,375 | 7,818 | 34,729 | 27,446 | ||||||||
| Royalty and stream interests Total cash margin (in dollars) |
57,182 | 47,027 | 201,733 | 186,309 | ||||||||
| Divided by: total revenues | 61,914 | 50,673 | 217,809 | 199,612 | ||||||||
| Cash margin (in percentage of revenues) | 92.4% | 92.8% | 92.6% | 93.3% | ||||||||
| Offtake interests | ||||||||||||
| Revenues | - | - | - | 25,265 | ||||||||
| Less: cost of sales (excluding depletion) | - | - | - | (24,343 | ) | |||||||
| Cash margin (in dollars) | - | - | - | 922 | ||||||||
| Cash margin (in percentage of revenues) | -% | -% | -% | 3.6% | ||||||||
| Depletion | - | - | - | (268 | ) | |||||||
| Gross profit | - | - | - | 654 | ||||||||
| Total - Gross profit | 43,137 | 34,763 | 150,378 | 138,870 | ||||||||
Adjusted earnings (loss) and adjusted earnings (loss) per basic share
Adjusted earnings (loss) is defined as: net earnings (loss) adjusted for certain items: foreign exchange gain (loss), impairment of assets (including impairment on financial assets and investments in associates), gains (losses) on disposal of assets, unrealized gain (loss) on investments, share of income (loss) of associates, deferred income tax expense (recovery), transaction costs and other items such as non-cash gains (losses).
Adjusted earnings (loss) per basic share is obtained from the adjusted earnings (loss) divided by the weighted average number of common shares outstanding for the period.
| Three months ended December 31, |
Years ended December 31, |
|||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| (in thousands of dollars, except per share amounts) | $ | $ | $ | $ | ||||||||
| Net earnings from continuing operations | 22,408 | 21,233 | 85,285 | 76,627 | ||||||||
| Adjustments: | ||||||||||||
| Impairment of royalty, stream and other interests | 1,818 | 650 | 1,818 | 2,938 | ||||||||
| Impairment of investments | 1,181 | - | 2,361 | 2,112 | ||||||||
| Foreign exchange loss (gain) | 2,822 | 4 | (19,907 | ) | 186 | |||||||
| Unrealized net loss (gain) on investments | 1,024 | (6,143 | ) | 13,196 | (14,403 | ) | ||||||
| Share of loss of associates | 2,246 | 883 | 1,863 | 2,246 | ||||||||
| Deferred income tax expense | 3,427 | 7,181 | 26,688 | 24,695 | ||||||||
| Adjusted earnings | 34,926 | 23,808 | 111,304 | 94,401 | ||||||||
| Weighted average number of common shares outstanding (000's) |
184,265 | 167,924 | 180,398 | 167,786 | ||||||||
| Adjusted earnings per basic share | 0.19 | 0.14 | 0.62 | 0.56 | ||||||||
(3) 5-year Outlook
The 5-year outlook presented in this press release replaces the 5-year outlook previously released in 2022. Investors should not use this 5-year outlook to extrapolate forecast results to any year within the 5-year period (2023-2027).
Forward-looking Statements
Certain statements contained in this press release may be deemed "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements in this press release, forward-looking statements are statements other than statements of historical fact, that address, without limitation, future events, production estimates of Osisko's assets (including increase of production), timely developments of mining properties over which Osisko has royalties, streams, offtakes and investments, management's expectations regarding Osisko's growth, results of operations, estimated future revenues, production costs, carrying value of assets, ability to continue to pay dividend, requirements for additional capital, business prospects and opportunities future demand for and fluctuation of prices of commodities (including outlook on gold, silver, diamonds, other commodities) currency markets and general market conditions. In addition, statements and estimates (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. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors, most of which are beyond the control of Osisko, and actual results may accordingly differ materially from those in forward-looking statements. Such risk factors include, without limitation, (i) with respect to properties in which Osisko holds a royalty, stream or other interest; risks related to: (a) the operators of the properties, (b) timely development, permitting, construction, commencement of production, ramp-up (including operating and technical challenges), (c) differences in rate and timing of production from resource estimates or production forecasts by operators, (d) differences in conversion rate from resources to reserves and ability to replace resources, (e) the unfavorable outcome of any challenges or litigation relating title, permit or license, (f) hazards and uncertainty associated with the business of exploring, development and mining 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; with respect to external factors: (a) fluctuations in the prices of the commodities that drive royalties, streams, offtakes and investments held by Osisko, (b) fluctuations in the value of the Canadian dollar relative to the U.S. dollar, (c) 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, (d) continued availability of capital and financing and general economic, market or business conditions, and (e) responses of relevant governments to the COVID-19 outbreak and the effectiveness of such response and the potential impact of COVID-19 on Osisko's business, operations and financial condition; with respect to internal factors: (a) business opportunities that may or not become available to, or are pursued by Osisko or (b) the integration of acquired assets. The forward-looking statements contained in this press release are based upon assumptions management believes to be reasonable, including, without limitation: the absence of significant change in the Corporation's ongoing income and assets relating to determination of its PFIC status; the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended and, with respect to properties in which Osisko holds a royalty, stream or other interest, (i) the ongoing operation of the properties by the owners or operators of such properties in a manner consistent with past practice and with public disclosure (including forecast of production), (ii) the accuracy of public statements and disclosures made by the owners or operators of such underlying properties (including expectations for the development of underlying properties that are not yet in production), (iii) no adverse development in respect of any significant property, (iv) that statements and estimates relating to mineral reserves and resources by owners and operators are accurate and (v) the implementation of an adequate plan for integration of acquired assets.
For additional information on risks, uncertainties and assumptions, please refer to the most recent 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 accurate as actual results and prospective events could materially differ from those anticipated such the forward looking statements and such forward-looking statements included in this press release are not guarantee of future performance and should not be unduly relied upon. These statements speak only as of the date of this press release. 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 |
|
Consolidated Balance Sheets |
|
As at December 31, 2022 and 2021 |
|
(tabular amounts expressed in thousands of Canadian dollars) |
| December 31, | December 31, | |||||
| 2022 | 2021 | |||||
| $ | $ | |||||
| Assets | ||||||
| Current assets | ||||||
| Cash | 90,548 | 115,698 | ||||
| Amounts receivable | 11,700 | 14,691 | ||||
| Inventories | - | 18,596 | ||||
| Other assets | 2,546 | 3,941 | ||||
| 104,794 | 152,926 | |||||
| Non-current assets | ||||||
| Investments in associates | 319,763 | 125,354 | ||||
| Other investments | 73,504 | 169,010 | ||||
| Royalty, stream and other interests | 1,378,253 | 1,154,801 | ||||
| Mining interests and plant and equipment | 6,947 | 635,655 | ||||
| Exploration and evaluation | - | 3,635 | ||||
| Goodwill | 111,204 | 111,204 | ||||
| Other assets | 1,836 | 18,037 | ||||
| 1,996,301 | 2,370,622 | |||||
| Liabilities | ||||||
| Current liabilities | ||||||
| Accounts payable and accrued liabilities | 6,825 | 30,049 | ||||
| Dividends payable | 10,121 | 9,157 | ||||
| Provisions and other liabilities | 921 | 12,179 | ||||
| Current portion of long-term debt | - | 294,891 | ||||
| 17,867 | 346,276 | |||||
| Non-current liabilities | ||||||
| Provisions and other liabilities | 6,701 | 60,334 | ||||
| Long-term debt | 147,950 | 115,544 | ||||
| Deferred income taxes | 86,572 | 68,407 | ||||
| 259,090 | 590,561 | |||||
| Equity | ||||||
| Share capital | 2,076,070 | 1,783,689 | ||||
| Warrants | - | 18,072 | ||||
| Contributed surplus | 77,295 | 42,525 | ||||
| Equity component of convertible debentures | - | 14,510 | ||||
| Accumulated other comprehensive income | 47,435 | 58,851 | ||||
| Deficit | (463,589 | ) | (283,042 | ) | ||
| Equity attributable to Osisko Gold Royalties Ltd's shareholders | 1,737,211 | 1,634,605 | ||||
| Non-controlling interests | - | 145,456 | ||||
| Total equity | 1,737,211 | 1,780,061 | ||||
| 1,996,301 | 2,370,622 |
| Osisko Gold Royalties Ltd |
| Consolidated Statements of Loss |
| For the three months and the years ended December 31, 2022 and 2021 |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
| Three months ended December 31, |
Years ended December 31, |
|||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| $ | $ | $ | $ | |||||||||
| Revenues | 61,914 | 50,673 | 217,809 | 224,877 | ||||||||
| Cost of sales | (4,732 | ) | (3,646 | ) | (16,076 | ) | (37,646 | ) | ||||
| Depletion | (14,045 | ) | (12,264 | ) | (51,355 | ) | (48,361 | ) | ||||
| Gross profit | 43,137 | 34,763 | 150,378 | 138,870 | ||||||||
| Other operating expenses | ||||||||||||
| General and administrative | (5,254 | ) | (4,704 | ) | (20,216 | ) | (19,610 | ) | ||||
| Business development | (1,491 | ) | (1,130 | ) | (5,375 | ) | (4,168 | ) | ||||
| Impairment of royalty interests | (1,818 | ) | (650 | ) | (1,818 | ) | (2,938 | ) | ||||
| Operating income | 34,574 | 28,279 | 122,969 | 112,154 | ||||||||
| Interest income | 3,747 | 1,098 | 9,767 | 4,292 | ||||||||
| Finance costs | (5,390 | ) | (5,989 | ) | (22,339 | ) | (23,838 | ) | ||||
| Foreign exchange (loss) gain | (2,865 | ) | 59 | 20,146 | (133 | ) | ||||||
| Share of loss of associates | (2,246 | ) | (883 | ) | (1,863 | ) | (2,246 | ) | ||||
| Other (losses) gains, net | (2,205 | ) | 6,176 | (15,557 | ) | 12,324 | ||||||
| Earnings before income taxes | 25,615 | 28,740 | 113,123 | 102,553 | ||||||||
| Income tax expense | (3,207 | ) | (7,507 | ) | (27,838 | ) | (25,926 | ) | ||||
| Net earnings from continuing operations | 22,408 | 21,233 | 85,285 | 76,627 | ||||||||
| Net loss from discontinued operations | - | (56,456 | ) | (268,475 | ) | (133,302 | ) | |||||
| Net earnings (loss) | 22,408 | (35,223 | ) | (183,190 | ) | (56,675 | ) | |||||
| Net earnings (loss) attributable to: | ||||||||||||
| Osisko Gold Royalties Ltd's shareholders | 22,408 | (21,184 | ) | (118,754 | ) | (23,554 | ) | |||||
| Non-controlling interests | - | (14,039 | ) | (64,436 | ) | (33,121 | ) | |||||
| Net earnings per share from continuing operations |
||||||||||||
| Basic and diluted | 0.12 | 0.13 | 0.47 | 0.46 | ||||||||
| Net earnings (loss) per share attributable to Osisko Gold Royalties Ltd's shareholders | ||||||||||||
| Basic and diluted | 0.12 | (0.13 | ) | (0.66 | ) | (0.14 | ) | |||||
|
Osisko Gold Royalties Ltd |
|
Consolidated Statements of Cash Flows |
|
For the three months and the years ended December 31, 2022 and 2021 |
|
(tabular amounts expressed in thousands of Canadian dollars) |
| Three months ended December 31, |
Years ended December 31, |
|||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| $ | $ | $ | $ | |||||||||
| Operating activities | ||||||||||||
| Net earnings from continuing operations | 22,408 | 21,233 | 85,285 | 76,627 | ||||||||
| Adjustments for: | ||||||||||||
| Share-based compensation | 2,109 | 2,096 | 7,119 | 7,729 | ||||||||
| Depletion and amortization | 14,307 | 12,553 | 52,415 | 49,422 | ||||||||
| Impairment of assets | 2,999 | 650 | 4,179 | 5,050 | ||||||||
| Finance costs | 2,007 | 1,807 | 7,340 | 6,973 | ||||||||
| Share of loss of associates | 2,246 | 883 | 1,863 | 2,246 | ||||||||
| Net gain on acquisition of investments | - | - | (48 | ) | (7,416 | ) | ||||||
| Change in fair value of financial assets and liabilities at fair value through profit and loss | 1,024 | (6,143 | ) | 16,848 | (6,987 | ) | ||||||
| Net gain on dilution of investments | - | - | (3,604 | ) | - | |||||||
| Foreign exchange loss (gain) | 2,822 | 4 | (19,907 | ) | 186 | |||||||
| Deferred income tax expense | 3,427 | 7,180 | 26,688 | 24,695 | ||||||||
| Other | 32 | 13 | 116 | 107 | ||||||||
| Net cash flows provided by operating activities before changes in non-cash working capital items |
53,381 | 40,276 | 178,294 | 158,632 | ||||||||
| Changes in non-cash working capital items | (4,857 | ) | (5,157 | ) | (3,231 | ) | (5,413 | ) | ||||
| Net operating cash flows provided by continuing operations | 48,524 | 35,119 | 175,063 | 153,219 | ||||||||
| Net operating cash flows used by discontinued operations |
- | (22,348 | ) | (65,116 | ) | (47,124 | ) | |||||
| Net cash flows provided by operating activities | 48,524 | 12,771 | 109,947 | 106,095 | ||||||||
| Investing activities | ||||||||||||
| Net disposal of short-term investments | - | - | 2,960 | 3,501 | ||||||||
| Acquisition of investments | (4,298 | ) | (4,610 | ) | (12,472 | ) | (35,419 | ) | ||||
| Proceeds from disposal of investments | - | 3,007 | - | 7,882 | ||||||||
| Acquisitions of royalty and stream interests | (91,846 | ) | (22,249 | ) | (124,209 | ) | (90,980 | ) | ||||
| Cash balance of Osisko Development Corp. at the time of deconsolidation | - | - | (133,138 | ) | - | |||||||
| Other | - | 80 | (18 | ) | (40 | ) | ||||||
| Net investing cash flows used by continuing operations | (96,144 | ) | (23,772 | ) | (266,877 | ) | (115,056 | ) | ||||
| Net investing cash flows used by discontinued operations |
- | (18,655 | ) | (114,984 | ) | (156,982 | ) | |||||
| Net cash flows used in investing activities | (96,144 | ) | (42,427 | ) | (381,861 | ) | (272,038 | ) | ||||
| Financing activities | ||||||||||||
| Bought deal equity financing | - | - | 311,962 | - | ||||||||
| Share issue costs | - | - | (13,941 | ) | - | |||||||
| Increase in long-term debt | 147,833 | - | 147,833 | 50,000 | ||||||||
| Repayment of long-term debt | (300,000 | ) | - | (413,120 | ) | (50,000 | ) | |||||
| Exercise of share options and shares issued under the share purchase plan | 3,330 | 1,353 | 4,387 | 14,544 | ||||||||
| Normal course issuer bid purchase of common shares | (805 | ) | (290 | ) | (22,135 | ) | (30,791 | ) | ||||
| Dividends paid | (9,681 | ) | (8,719 | ) | (37,929 | ) | (32,464 | ) | ||||
| Capital payments on lease liabilities | (222 | ) | (212 | ) | (874 | ) | (834 | ) | ||||
| Withholding taxes on settlement of restricted and deferred share units | - | (133 | ) | (2,224 | ) | (3,715 | ) | |||||
| Other | - | 3 | (555 | ) | (1,079 | ) | ||||||
| Net financing cash flows used by continuing operations | (159,545 | ) | (7,998 | ) | (26,596 | ) | (54,339 | ) | ||||
| Net financing cash flows provided by discontinued operations |
- | 2,431 | 245,833 | 34,738 | ||||||||
| Net cash flows (used in) provided by financing activities | (159,545 | ) | (5,567 | ) | 219,237 | (19,601 | ) | |||||
| Decrease in cash before effects of exchange rate changes | (207,165 | ) | (35,233 | ) | (52,677 | ) | (185,544 | ) | ||||
| Effects of exchange rate changes on cash | ||||||||||||
| Continuing operations | (2,829 | ) | (852 | ) | 21,008 | (920 | ) | |||||
| Discontinued operations | - | (172 | ) | 6,519 | (362 | ) | ||||||
| Net decrease in cash | (209,994 | ) | (36,247 | ) | (25,150 | ) | (186,826 | ) | ||||
| Cash - beginning of period | 300,542 | 151,945 | 115,698 | 302,524 | ||||||||
| Cash - end of period | 90,548 | 115,698 | 90,548 | 115,698 | ||||||||