OR Royalties Inc 6-K, filed Aug 10, 2021
OR Royalties Inc. (OR)
About this 6-K
OR Royalties Inc filed this 6-K on August 10, 2021.
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 August 2021
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: August 9, 2021 | By: | /s/ André Le Bel |
| André Le Bel | ||
| Title: | Vice President, Legal Affairs and Corporate Secretary |
OSISKO GOLD ROYALTIES LTD
. . . . . . . . . . . . . . . . . .
Unaudited Condensed Interim
Consolidated Financial Statements
For the three and six months
ended
June 30, 2021
|
Osisko Gold Royalties Ltd Consolidated Balance Sheets (Unaudited) |
| (tabular amounts expressed in thousands of Canadian dollars) |
| June 30, | December 31, | ||||||
| 2021 | 2020 | ||||||
| Notes | $ | $ | |||||
| Assets | |||||||
| Current assets | |||||||
| Cash | 3 | 254,963 | 302,524 | ||||
| Short-term investments | 3,408 | 3,501 | |||||
| Amounts receivable | 17,364 | 12,894 | |||||
| Inventories | 4 | 25,839 | 10,025 | ||||
| Other assets | 3,490 | 6,244 | |||||
| 305,064 | 335,188 | ||||||
| Non-current assets | |||||||
| Investments in associates | 5 | 124,454 | 119,219 | ||||
| Other investments | 6 | 135,428 | 157,514 | ||||
| Royalty, stream and other interests | 7 | 1,121,428 | 1,116,128 | ||||
| Mining interests and plant and equipment | 8 | 554,491 | 489,512 | ||||
| Exploration and evaluation | 17 | 45,349 | 42,519 | ||||
| Goodwill | 111,204 | 111,204 | |||||
| Other assets | 4 | 13,309 | 25,820 | ||||
| 2,410,727 | 2,397,104 | ||||||
| Liabilities | |||||||
| Current liabilities | |||||||
| Accounts payable and accrued liabilities | 38,924 | 46,889 | |||||
| Dividends payable | 8,404 | 8,358 | |||||
| Provisions and other liabilities | 9 | 21,416 | 4,431 | ||||
| Current portion of long-term debt | 10 | - | 49,867 | ||||
| 68,744 | 109,545 | ||||||
| Non-current liabilities | |||||||
| Provisions and other liabilities | 9 | 40,200 | 41,536 | ||||
| Long-term debt | 10 | 401,954 | 350,562 | ||||
| Deferred income taxes | 57,599 | 54,429 | |||||
| 568,497 | 556,072 | ||||||
| Equity | |||||||
| Share capital | 11 | 1,797,646 | 1,776,629 | ||||
| Warrants | 11 | 18,072 | 18,072 | ||||
| Contributed surplus | 39,759 | 41,570 | |||||
| Equity component of convertible debentures | 14,510 | 17,601 | |||||
| Accumulated other comprehensive income | 49,688 | 48,951 | |||||
| Deficit | (247,280 | ) | (174,458 | ) | |||
| Equity attributable to Osisko Gold Royalties Ltd's shareholders | 1,672,395 | 1,728,365 | |||||
| Non-controlling interests | 169,835 | 112,667 | |||||
| Total equity | 1,842,230 | 1,841,032 | |||||
| 2,410,727 | 2,397,104 |
Additional information per operating segment is provided in Notes 3 and 17.
|
Osisko Gold Royalties Ltd Consolidated Statements of Income (Loss) For the three and six months ended June 30, 2021 and 2020 (Unaudited) |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
| Three months ended June 30, |
Six months ended June 30, |
||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||
| Notes | $ | $ | $ | $ | |||||||||
| Revenues | 13 | 57,246 | 40,758 | 124,169 | 93,363 | ||||||||
| Cost of sales | 13 | (10,096 | ) | (12,945 | ) | (30,493 | ) | (30,228 | ) | ||||
| Depletion of royalty, stream and other interests | (11,437 | ) | (8,692 | ) | (23,364 | ) | (22,392 | ) | |||||
| Gross profit | 35,713 | 19,121 | 70,312 | 40,743 | |||||||||
| Other operating expenses | |||||||||||||
| General and administrative | (9,171 | ) | (5,818 | ) | (19,077 | ) | (12,102 | ) | |||||
| Business development | (1,118 | ) | (1,634 | ) | (2,105 | ) | (2,772 | ) | |||||
| Exploration and evaluation | (843 | ) | (34 | ) | (1,180 | ) | (76 | ) | |||||
| Impairments - royalty, stream and other interests | - | - | (2,288 | ) | (26,300 | ) | |||||||
| Impairments - mining exploration, evaluation and development | 4,8,17 | (40,479 | ) | - | (40,479 | ) | - | ||||||
| Operating (loss) income | (15,898 | ) | 11,635 | 5,183 | (507 | ) | |||||||
| Interest income | 1,348 | 1,075 | 2,658 | 2,196 | |||||||||
| Finance costs | (5,884 | ) | (6,636 | ) | (12,027 | ) | (13,498 | ) | |||||
| Foreign exchange (loss) gain | (406 | ) | (608 | ) | (1,535 | ) | 1,718 | ||||||
| Share of loss of associates | (1,861 | ) | (1,458 | ) | (1,893 | ) | (3,174 | ) | |||||
| Other gains (losses), net | 13 | 1,629 | 10,806 | (281 | ) | 11,435 | |||||||
| (Loss) earnings before income taxes | (21,072 | ) | 14,814 | (7,895 | ) | (1,830 | ) | ||||||
| Income tax (expense) recovery | (3,991 | ) | (1,766 | ) | (7,405 | ) | 1,560 | ||||||
| Net (loss) earnings | (25,063 | ) | 13,048 | (15,300 | ) | (270 | ) | ||||||
| Net (loss) earnings attributable to: | |||||||||||||
| Osisko Gold Royalties Ltd's shareholders | (14,759 | ) | 13,048 | (4,165 | ) | (270 | ) | ||||||
| Non-controlling interests | (10,304 | ) | - | (11,135 | ) | - | |||||||
| Net (loss) earnings per share | 14 | ||||||||||||
| Basic and diluted | (0.09 | ) | 0.08 | (0.02 | ) | - | |||||||
Additional information per operating segment is provided in Notes 3 and 17.
|
Osisko Gold Royalties Ltd Consolidated Statements of Comprehensive Income (Loss) For the three and six months ended June 30, 2021 and 2020 (Unaudited) |
|
(tabular amounts expressed in thousands of Canadian dollars) |
| Three months ended June 30, |
Six months ended June 30, |
|||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| $ | $ | $ | $ | |||||||||
| Net (loss) earnings | (25,063 | ) | 13,048 | (15,300 | ) | (270 | ) | |||||
| Other comprehensive (loss) income | ||||||||||||
| Items that will not be reclassified to the consolidated statement of income (loss) | ||||||||||||
| Changes in fair value of financial assets at fair value through comprehensive income | (1,384 | ) | 43,788 | (900 | ) | 20,455 | ||||||
| Income tax effect | 138 | (4,019 | ) | 2,843 | (2,718 | ) | ||||||
| Items that may be reclassified to the consolidated statement of income (loss) | ||||||||||||
| Cumulative translation adjustments | (7,294 | ) | (20,327 | ) | (14,345 | ) | 23,741 | |||||
| Other comprehensive (loss) income | (8,540 | ) | 19,442 | (12,402 | ) | 41,478 | ||||||
| Comprehensive (loss) income | (33,603 | ) | 32,490 | (27,702 | ) | 41,208 | ||||||
| Comprehensive (loss) income attributable to: | ||||||||||||
| Osisko Gold Royalties Ltd's shareholders | (22,677 | ) | 32,490 | (15,982 | ) | 41,208 | ||||||
| Non-controlling interests | (10,926 | ) | - | (11,720 | ) | - | ||||||
|
Osisko Gold Royalties Ltd Consolidated Statements of Cash Flows For the three and six months ended June 30, 2021 and 2020 (Unaudited) |
|
(tabular amounts expressed in thousands of Canadian dollars) |
| Three months ended June 30, |
Six months ended June 30, |
||||||||||||
| Notes | 2021 | 2020 | 2021 | 2020 | |||||||||
| $ | $ | $ | $ | ||||||||||
| Operating activities | |||||||||||||
| Net (loss) earnings | (25,063 | ) | 13,048 | (15,300 | ) | (270 | ) | ||||||
| Adjustments for: | |||||||||||||
| Share-based compensation | 2,090 | 1,682 | 5,390 | 4,365 | |||||||||
| Depletion and amortization | 11,794 | 8,981 | 24,055 | 23,113 | |||||||||
| Impairment of assets | 40,479 | 3,117 | 44,879 | 30,323 | |||||||||
| Finance costs | 1,716 | 2,126 | 3,555 | 4,750 | |||||||||
| Share of loss of associates | 1,861 | 1,458 | 1,893 | 3,174 | |||||||||
| Net gain on acquisition of investments | (211 | ) | - | (649 | ) | (2,845 | ) | ||||||
| Change in fair value of financial assets at fair value through profit and loss | 1,777 | (2,316 | ) | 3,685 | (1,006 | ) | |||||||
| Net gain on dilution of investments | - | (10,381 | ) | (1,391 | ) | (10,381 | ) | ||||||
| Net gain on disposal of investments | - | (1,226 | ) | - | (1,226 | ) | |||||||
| Foreign exchange loss (gain) | 622 | 544 | 1,395 | (1,557 | ) | ||||||||
| Flow-through shares premium income | (2,798 | ) | - | (3,268 | ) | - | |||||||
| Deferred income tax expense (recovery) | 3,483 | 1,490 | 6,833 | (2,025 | ) | ||||||||
| Other | (432 | ) | 33 | 493 | 75 | ||||||||
| Net cash flows provided by operating activities before changes in non-cash working capital items |
35,318 | 18,556 | 71,570 | 46,490 | |||||||||
| Changes in non-cash working capital items | 15 | (4,401 | ) | (3,134 | ) | (19,329 | ) | (7,268 | ) | ||||
| Net cash flows provided by operating activities | 30,917 | 15,422 | 52,241 | 39,222 | |||||||||
| Investing activities | |||||||||||||
| Net disposal of short-term investments | - | - | - | (1,069 | ) | ||||||||
| Acquisition of investments | (4,026 | ) | (18,356 | ) | (13,837 | ) | (33,943 | ) | |||||
| Proceeds on disposal of investments | 8,338 | 3,115 | 28,109 | 3,437 | |||||||||
| Acquisition of royalty and stream interests | (39,085 | ) | (16,867 | ) | (42,877 | ) | (24,367 | ) | |||||
| Mining assets and plant and equipment | (53,839 | ) | (11,561 | ) | (89,651 | ) | (26,415 | ) | |||||
| Exploration and evaluation expenses, net | (1,028 | ) | - | (1,163 | ) | (116 | ) | ||||||
| Other | (201 | ) | (5 | ) | (201 | ) | 151 | ||||||
| Net cash flows used in investing activities | (89,841 | ) | (43,674 | ) | (119,620 | ) | (82,322 | ) | |||||
| Financing activities | |||||||||||||
| Private placement of common shares | - | 85,000 | - | 85,000 | |||||||||
| Increase in long-term debt | - | - | 50,000 | 71,660 | |||||||||
| Repayment of long-term debt | - | - | (50,000 | ) | - | ||||||||
| Investments from minority shareholders | - | - | 38,841 | - | |||||||||
| Share issue expenses from investments from minority shareholders | - | - | (2,581 | ) | - | ||||||||
| Exercise of share options and shares issued under the share purchase plan | 8,129 | 773 | 13,107 | 1,133 | |||||||||
| Normal course issuer bid purchase of common shares | - | (977 | ) | (4,464 | ) | (3,933 | ) | ||||||
| Dividends paid | (7,914 | ) | (6,639 | ) | (15,696 | ) | (14,181 | ) | |||||
| Withholding taxes on settlement of restricted and deferred share units | (3,544 | ) | (1,135 | ) | (3,582 | ) | (2,094 | ) | |||||
| Other | (1,931 | ) | (476 | ) | (2,783 | ) | (672 | ) | |||||
| Net cash flows (used in) provided by financing activities | (5,260 | ) | 76,546 | 22,842 | 136,913 | ||||||||
| (Decrease) increase in cash before effects of exchange rate changes on cash | (64,184 | ) | 48,294 | (44,537 | ) | 93,813 | |||||||
| Effects of exchange rate changes on cash | (1,483 | ) | (4,648 | ) | (3,024 | ) | (65 | ) | |||||
| (Decrease) increase in cash | (65,667 | ) | 43,646 | (47,561 | ) | 93,748 | |||||||
| Cash - beginning of period | 320,630 | 158,325 | 302,524 | 108,223 | |||||||||
| Cash - end of period | 254,963 | 201,971 | 254,963 | 201,971 | |||||||||
Additional information per operating segment is provided in Notes 3 and 17.
Additional information on the consolidated statements of cash flows is presented in Note 15.
|
Osisko Gold Royalties Ltd Consolidated Statements of Changes in Equity For the six months ended June 30, 2021 (Unaudited) |
|
(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 | - | - | - | - | - | - | (4,165 | ) | (4,165 | ) | (11,135 | ) | (15,300 | ) | |||||||||||||||||
| Other comprehensive (loss)income | - | - | - | - | - | (11,817 | ) | - | (11,817 | ) | (585 | ) | (12,402 | ) | |||||||||||||||||
| Comprehensive (loss) income | - | - | - | - | - | (11,817 | ) | (4,165 | ) | (15,982 | ) | (11,720 | ) | (27,702 | ) | ||||||||||||||||
| Net investments from minority shareholders | 11 | - | - | - | - | - | - | - | - | 29,532 | 29,532 | ||||||||||||||||||||
| Effect of changes in ownership of a subsidiary on non-controlling interest | - | - | - | - | - | - | (37,816 | ) | (37,816 | ) | 37,816 | - | |||||||||||||||||||
| Dividends declared | 11 | - | - | - | - | - | - | (16,768 | ) | (16,768 | ) | - | (16,768 | ) | |||||||||||||||||
| Shares issued - Dividends reinvestment plan | 11 | 68,181 | 1,026 | - | - | - | - | - | 1,026 | - | 1,026 | ||||||||||||||||||||
| Shares issued - Employee share purchase plan | 11,324 | 170 | - | - | - | - | - | 170 | - | 170 | |||||||||||||||||||||
| Share options - Share-based compensation | - | - | - | 1,997 | - | - | - | 1,997 | 788 | 2,785 | |||||||||||||||||||||
| Share options exercised | 940,282 | 16,442 | - | (3,447 | ) | - | - | - | 12,995 | - | 12,995 | ||||||||||||||||||||
| Restricted share units to be settled in common shares: | |||||||||||||||||||||||||||||||
| Share-based compensation | - | - | - | 1,550 | - | - | - | 1,550 | 216 | 1,766 | |||||||||||||||||||||
| Settlement | 208,437 | 2,144 | - | (4,257 | ) | - | - | (508 | ) | (2,621 | ) | - | (2,621 | ) | |||||||||||||||||
| Income tax impact | - | - | - | (56 | ) | - | - | - | (56 | ) | - | (56 | ) | ||||||||||||||||||
| Deferred share units to be settled in common shares: | |||||||||||||||||||||||||||||||
| Share-based compensation | - | - | - | 636 | - | - | - | 636 | 536 | 1,172 | |||||||||||||||||||||
| Settlement | 30,849 | 625 | - | (1,349 | ) | - | - | (237 | ) | (961 | ) | - | (961 | ) | |||||||||||||||||
| Income tax impact | - | - | - | 24 | - | - | - | 24 | - | 24 | |||||||||||||||||||||
| Normal course issuer bid purchase of common shares | 11 | (347,400 | ) | (3,690 | ) | - | - | - | - | (774 | ) | (4,464 | ) | - | (4,464 | ) | |||||||||||||||
| Deemed issuance of Osisko shares | 5 | 364,731 | 4,300 | - | - | - | - | - | 4,300 | - | 4,300 | ||||||||||||||||||||
| Equity component of convertible debenture | 10 | - | - | - | 3,091 | (3,091 | ) | - | - | - | - | - | |||||||||||||||||||
| Transfer of realized loss on financial assets at fair value through other comprehensive income, net of income taxes |
- | - | - | - | - | 12,554 | (12,554 | ) | - | - | - | ||||||||||||||||||||
| Balance - June 30, 2021 (ii) | 167,924,336 | 1,797,646 | 18,072 | 39,759 | 14,510 | 49,688 | (247,280 | ) | 1,672,395 | 169,835 | 1,842,230 | ||||||||||||||||||||
(i) As at June 30, 2021, accumulated other comprehensive income comprises items that will not be recycled to the consolidated statement of income (loss) amounting to $35.9 million and items that may be recycled to the consolidated statement of income (loss) amounting to $13.8 million.
(ii) As at June 30, 2021, there are 168,077,014 common shares issued, of which 152,678 are deemed to have been repurchased given that one of the Company's associates owns some of the Company's common shares (Note 5).
|
Osisko Gold Royalties Ltd Consolidated Statements of Changes in Equity For the six months ended June 30, 2020 (Unaudited) |
|
(tabular amounts expressed in thousands of Canadian dollars) |
| Number of | Equity | Accumulated | |||||||||||||||||||||||||
| common | Warrants | component of | other | ||||||||||||||||||||||||
| shares | Share | Contributed | convertible | comprehensive | |||||||||||||||||||||||
| Notes | outstanding | capital | surplus | debentures | income(i) | Deficit | Total | ||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Balance - January 1, 2020 | 156,951,952 | 1,656,350 | 18,072 | 37,642 | 17,601 | 13,469 | (249,688 | ) | 1,493,446 | ||||||||||||||||||
| Net loss | - | - | - | - | - | - | (270 | ) | (270 | ) | |||||||||||||||||
| Other comprehensive income | - | - | - | - | - | 41,478 | - | 41,478 | |||||||||||||||||||
| Comprehensive income (loss) | - | - | - | - | - | 41,478 | (270 | ) | 41,208 | ||||||||||||||||||
| Private placement | 12 | 7,727,273 | 85,000 | - | - | - | - | - | 85,000 | ||||||||||||||||||
| Issue costs, net of taxes of $60,000 | - | (166 | ) | - | - | - | - | - | (166 | ) | |||||||||||||||||
| Dividends declared | 12 | - | - | - | - | - | - | (16,140 | ) | (16,140 | ) | ||||||||||||||||
| Shares issued - Dividends reinvestment plan | 12 | 138,295 | 1,574 | - | - | - | - | - | 1,574 | ||||||||||||||||||
| Shares issued - Employee share purchase plan | 17,098 | 200 | - | - | - | - | - | 200 | |||||||||||||||||||
| Share options - Shared-based compensation | - | - | - | 1,327 | - | - | - | 1,327 | |||||||||||||||||||
| Replacement share options exercised | 104,529 | 1,404 | - | (396 | ) | - | - | - | 1,008 | ||||||||||||||||||
| Restricted share units to be settled in common shares: | |||||||||||||||||||||||||||
| Share-based compensation | - | - | - | 2,769 | - | - | - | 2,769 | |||||||||||||||||||
| Settlement | 145,694 | 1,682 | - | (3,599 | ) | - | - | (177 | ) | (2,094 | ) | ||||||||||||||||
| Income tax impact | - | - | - | (29 | ) | - | - | - | (29 | ) | |||||||||||||||||
| Deferred share units to be settled in common shares: | |||||||||||||||||||||||||||
| Share-based compensation | - | - | - | 425 | - | - | - | 425 | |||||||||||||||||||
| Income tax impact | - | - | - | 81 | - | - | - | 81 | |||||||||||||||||||
| Normal course issuer bid purchase of common shares | 12 | (429,722 | ) | (3,933 | ) | - | - | - | - | - | (3,933 | ) | |||||||||||||||
| Transfer of realized loss on financial assets at fair value through other comprehensive income | - | - | - | - | - | 5,765 | (5,765 | ) | - | ||||||||||||||||||
| Balance - June 30, 2020 | 164,655,119 | 1,742,111 | 18,072 | 38,220 | 17,601 | 60,712 | (272,145 | ) | 1,604,676 |
(i) As at June 30, 2020, accumulated other comprehensive loss comprises items that will not be recycled to the consolidated statement of income (loss) amounting to $4.3 million and items that may be recycled to the consolidated statement of income (loss) amounting to $56.4 million.
|
Osisko Gold Royalties Ltd Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited) |
|
(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 metals and other high-quality royalties, streams and similar interests in Canada and worldwide. Osisko is a public company traded on the Toronto Stock Exchange and the New York Stock Exchange constituted under the Business Corporations Act (Québec) and is domiciled in the Province of Québec, Canada. The address of its registered office is 1100, avenue des Canadiens-de-Montréal, Suite 300, Montréal, Québec. The Company owns a portfolio of royalties, streams, offtakes, options on royalty/stream financings and exclusive rights to participate in future royalty/stream financings on various projects. The Company's cornerstone asset is a 5% net smelter return ("NSR") royalty on the Canadian Malartic mine, located in Canada.
As at June 30, 2021, Osisko held an interest of 75.1% in Osisko Development Corp. ("Osisko Development"), a mining exploration, evaluation and development company and, as a result, the assets, liabilities, results of operations and cash flows of the Company consolidate the activities of Osisko Development and its subsidiaries. Osisko Development's main asset is the Cariboo gold project in Canada.
2. Basis of presentation
These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. The condensed interim consolidated financial statements should be read in conjunction with the Company's annual consolidated financial statements for the year ended December 31, 2020, which have been prepared in accordance with IFRS as issued by the IASB. The accounting policies, methods of computation and presentation applied in these unaudited condensed interim consolidated financial statements are consistent with those of the previous financial year. The Board of Directors approved the interim condensed consolidated financial statements on August 9, 2021.
Uncertainty due to COVID-19
The duration and full financial effect of the COVID-19 pandemic is unknown at this time, as are the measures taken by governments, companies and others to attempt to reduce the spread of COVID-19. Any estimate of the length and severity of these developments is therefore subject to significant uncertainty, and accordingly estimates of the extent to which the COVID-19 may materially and adversely affect the Company's operations, financial results and condition in future periods are also subject to significant uncertainty. In the current environment, the assumptions and judgements made by the Company are subject to greater variability than normal, which could in the future significantly affect judgments, estimates and assumptions made by management as they relate to the potential impact of COVID-19 and could lead to a material adjustment to the carrying value of the assets or liabilities affected. The impact of current uncertainty on judgments, estimates and assumptions extends, but is not limited to, the Company's valuation of its long-term assets, including the assessment for impairment and impairment reversal. Actual results may differ materially from these estimates.
|
Osisko Gold Royalties Ltd Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited) |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
3. Cash
As at June 30, 2021 and December 31, 2020, the consolidated cash position was as follows:
| Osisko Gold Royalties (i) | Osisko Development (ii) | Total | ||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | |||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||
| Cash held in Canadian dollars | 47,850 | 29,714 | 93,044 | 137,374 | 140,894 | 167,088 | ||||||||||||
| Cash held in U.S. dollars | 50,420 | 59,208 | 41,615 | 47,167 | 92,035 | 106,375 | ||||||||||||
| Cash held in U.S. dollars (Canadian equivalent) | 62,491 | 75,383 | 51,578 | 60,053 | 114,069 | 135,436 | ||||||||||||
| Total cash | 110,341 | 105,097 | 144,622 | 197,427 | 254,963 | 302,524 | ||||||||||||
(i) Excluding Osisko Development and its subsidiaries.
(ii) Osisko Development and its subsidiaries.
4. Inventories
| June 30, | December 31, | |||||
| 2021 | 2020 | |||||
| $ | $ | |||||
| Current | ||||||
| Ore in stockpiles (i), (ii) | 16,680 | 8,426 | ||||
| Gold-in-circuit and doré bars (i) | 4,828 | - | ||||
| Supplies and others (i) | 4,331 | 1,599 | ||||
| 25,839 | 10,025 | |||||
| Non-current | ||||||
| Ore in stockpiles (i), (ii) | 3,901 | 17,279 |
(i) Inventories are held by subsidiaries of Osisko Development and are related to the Bonanza Ledge Phase II and San Antonio projects.
(ii) The inventory balance associated with the ore that is not expected to be processed within 12 months is classified as non-current and is recorded under other assets on the consolidated balance sheets. During the three months ended June 30, 2021, the Company recorded an impairment of $4.4 million on the ore in stockpiles for the San Antonio exploration and development project to reduce its net book value to its net realizable value following a decrease in the gold price.
5. Investments in associates
| Six months ended | Year ended | ||||||
| June 30, 2021 |
December 31, 2020 |
||||||
| $ | $ | ||||||
| Balance - Beginning of period | 119,219 | 103,640 | |||||
| Acquisitions | - | 14,954 | |||||
| Exercise of warrants | 1,437 | 36 | |||||
| Share of loss | (1,893 | ) | (7,657 | ) | |||
| Share of comprehensive income | - | 1,506 | |||||
| Net gain on ownership dilution | 1,391 | 10,381 | |||||
| Gain on deemed disposals | - | 5,357 | |||||
| Transfers to other investments | - | (8,998 | ) | ||||
| Deemed issuance of Osisko common shares held by an associate (i) | 4,300 | - | |||||
| Balance - End of period | 124,454 | 119,219 | |||||
|
Osisko Gold Royalties Ltd Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited) |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
5. Investments in associates (continued)
(i) Osisko Mining Inc. ("Osisko Mining"), an associate of Osisko, held common shares of Barkerville Gold Mines Limited ("Barkerville") prior to its acquisition by Osisko in 2019. Following the acquisition of Barkerville, Osisko Mining received common shares of Osisko, which resulted in a deemed repurchase of common shares by the Company and a related reduction in the net investment in Osisko Mining, based on the ownership interest held in Osisko Mining. During the six months ended June 30, 2021, Osisko Mining disposed of shares of Osisko, which resulted in a deemed issuance of common shares by the Company and an increase in the net investment in Osisko Mining.
6. Other investments
| Six months ended | Year ended | ||||||
| June 30, 2021 |
December 31, 2020 |
||||||
| $ | $ | ||||||
| Fair value through profit or loss (warrants and convertible instruments) | |||||||
| Balance - Beginning of period | 25,063 | 1,700 | |||||
| Acquisitions | 92 | 4,782 | |||||
| Exercises | (1,122 | ) | (347 | ) | |||
| Change in fair value | (3,685 | ) | 2,387 | ||||
| Amendment of a note receivable | - | 16,541 | |||||
| Balance - End of period | 20,348 | 25,063 | |||||
| Fair value through other comprehensive (loss) income (common shares) | |||||||
| Balance - Beginning of period | 115,590 | 57,409 | |||||
| Acquisitions | 7,158 | 18,602 | |||||
| Exercise of warrants | - | 452 | |||||
| Transfer from associates | - | 8,998 | |||||
| Change in fair value | (901 | ) | 40,993 | ||||
| Disposals | (28,111 | ) | (10,864 | ) | |||
| Balance - End of period | 93,736 | 115,590 | |||||
| Amortized cost (notes) | |||||||
| Balance - Beginning of period | 16,861 | 8,777 | |||||
| Acquisitions | 6,921 | 7,998 | |||||
| Transfer from short-term investments | - | 8,467 | |||||
| Impairments | (2,112 | ) | (7,998 | ) | |||
| Foreign exchange revaluation impact | (326 | ) | (383 | ) | |||
| Balance - End of period | 21,344 | 16,861 | |||||
| Total | 135,428 | 157,514 | |||||
Other investments comprise common shares, warrants, convertible and non-convertible notes receivable, mostly from Canadian publicly traded companies as well as loan receivables 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).
|
Osisko Gold Royalties Ltd Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited) |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
7. Royalty, stream and other interests
| Six months ended June 30, 2021 |
|||||||||||||
| Royalty interests |
Stream interests |
Offtake interests |
Total | ||||||||||
| $ | $ | $ | $ | ||||||||||
| Balance - January 1 | 656,661 | 440,941 | 18,526 | 1,116,128 | |||||||||
| Acquisitions | 42,662 | 215 | - | 42,877 | |||||||||
| Conversion of an offtake into a stream | - | 4,682 | (4,682 | ) | - | ||||||||
| Depletion | (14,004 | ) | (9,360 | ) | - | (23,364 | ) | ||||||
| Impairment | (2,288 | ) | - | - | (2,288 | ) | |||||||
| Translation adjustments | (2,667 | ) | (8,765 | ) | (493 | ) | (11,925 | ) | |||||
| Balance - June 30 | 680,364 | 427,713 | 13,351 | 1,121,428 | |||||||||
| Producing | |||||||||||||
| Cost | 620,665 | 512,430 | 10,082 | 1,143,177 | |||||||||
| Accumulated depletion and impairment | (380,831 | ) | (199,601 | ) | (10,082 | ) | (590,514 | ) | |||||
| Net book value - June 30 | 239,834 | 312,829 | - | 552,663 | |||||||||
| Development | |||||||||||||
| Cost | 217,553 | 164,963 | 30,423 | 412,939 | |||||||||
| Accumulated depletion and impairment | (516 | ) | (50,079 | ) | (25,832 | ) | (76,427 | ) | |||||
| Net book value - June 30 | 217,037 | 114,884 | 4,591 | 336,512 | |||||||||
| Exploration and evaluation | |||||||||||||
| Cost | 224,304 | - | 8,760 | 233,064 | |||||||||
| Accumulated depletion | (811 | ) | - | - | (811 | ) | |||||||
| Net book value - June 30 | 223,493 | - | 8,760 | 232,253 | |||||||||
| Total net book value - June 30 | 680,364 | 427,713 | 13,351 | 1,121,428 | |||||||||
Main acquisitions - 2021
Acquisition of royalty and offtake interests
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, 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.
Conversion of the Parral offtake to a gold and silver stream
In April 2021, GoGold Resources Inc. ("GoGold") and Osisko Bermuda Limited ("Osisko Bermuda"), a subsidiary of Osisko, entered into an agreement to convert the current gold and silver offtake into a gold and silver stream. Under the stream, Osisko Bermuda will receive, 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. Osisko has currently no other offtake agreement in production.
|
Osisko Gold Royalties Ltd Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited) |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
7. Royalty, stream and other interests (continued)
| Year ended December 31, 2020 |
||||||||||||||
| Royalty interests |
Stream interests |
Offtake interests |
Total | |||||||||||
| $ | $ | $ | $ | |||||||||||
| Balance - January 1 | 627,567 | 483,164 | 19,781 | 1,130,512 | ||||||||||
| Additions | 54,276 | 11,917 | - | 66,193 | ||||||||||
| Disposal | (357 | ) | - | - | (357 | ) | ||||||||
| Depletion | (23,159 | ) | (21,532 | ) | (914 | ) | (45,605 | ) | ||||||
| Impairment | - | (26,300 | ) | - | (26,300 | ) | ||||||||
| Translation adjustments | (1,666 | ) | (6,308 | ) | (341 | ) | (8,315 | ) | ||||||
| Balance - December 31 | 656,661 | 440,941 | 18,526 | 1,116,128 | ||||||||||
| Producing | ||||||||||||||
| Cost | 621,503 | 512,019 | 18,422 | 1,151,944 | ||||||||||
| Accumulated depletion and impairment | (367,232 | ) | (188,281 | ) | (13,609 | ) | (569,122 | ) | ||||||
| Net book value - December 31 | 254,271 | 323,738 | 4,813 | 582,822 | ||||||||||
| Development | ||||||||||||||
| Cost | 185,170 | 168,648 | 31,252 | 385,070 | ||||||||||
| Accumulated depletion and impairment | (501 | ) | (51,445 | ) | (26,537 | ) | (78,483 | ) | ||||||
| Net book value - December 31 | 184,669 | 117,203 | 4,715 | 306,587 | ||||||||||
| Exploration and evaluation | ||||||||||||||
| Cost | 218,395 | - | 8,998 | 227,393 | ||||||||||
| Accumulated depletion | (674 | ) | - | - | (674 | ) | ||||||||
| Net book value - December 31 | 217,721 | - | 8,998 | 226,719 | ||||||||||
| Total net book value - December 31 | 656,661 | 440,941 | 18,526 | 1,116,128 | ||||||||||
|
Osisko Gold Royalties Ltd Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited) |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
8. Mining interests and plant and equipment
| Six months ended June 30, 2021 | Year ended December 31, 2020 |
|||||||||||||||||||
| Mining interests |
Plant and equipment (i) |
Total | Mining interests |
Plant and equipment (i) |
Total | |||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||
| Net book value - Beginning of period | 459,303 | 30,209 | 489,512 | 320,008 | 23,685 | 343,693 | ||||||||||||||
| Acquisition of the San Antonio gold project |
- | - | - | 57,038 | 1,330 | 58,368 | ||||||||||||||
| Additions | 70,954 | 34,472 | 105,426 | 75,437 | 10,915 | 86,352 | ||||||||||||||
| Impairment | (36,052 | ) | - | (36,052 | ) | - | - | - | ||||||||||||
| Mining exploration tax credits | (1,585 | ) | - | (1,585 | ) | (4,608 | ) | - | (4,608 | ) | ||||||||||
| Changes in the environmental rehabilitation assets |
- | - | - | 3,414 | - | 3,414 | ||||||||||||||
| Depreciation | - | (2,947 | ) | (2,947 | ) | - | (5,340 | ) | (5,340 | ) | ||||||||||
| Depreciation capitalized | 2,267 | - | 2,267 | 4,019 | - | 4,019 | ||||||||||||||
| Share-based compensation capitalized | 395 | - | 395 | 688 | - | 688 | ||||||||||||||
| Transfers | (11,221 | ) | 11,221 | - | - | - | - | |||||||||||||
| Pre-commercial revenues | (695 | ) | - | (695 | ) | - | - | - | ||||||||||||
| Disposals and others | (293 | ) | (33 | ) | (326 | ) | - | (388 | ) | (388 | ) | |||||||||
| Currency translation adjustments | (1,530 | ) | 26 | (1,504 | ) | 3,307 | 7 | 3,314 | ||||||||||||
| Net book value - End of period | 481,543 | 72,948 | 554,491 | 459,303 | 30,209 | 489,512 | ||||||||||||||
| Closing balance | ||||||||||||||||||||
| Cost | 517,595 | 82,277 | 599,872 | 459,303 | 37,545 | 496,848 | ||||||||||||||
| Accumulated depreciation and impairment | (36,052 | ) | (9,329 | ) | (45,381 | ) | - | (7,336 | ) | (7,336 | ) | |||||||||
| Net book value | 481,543 | 72,948 | 554,491 | 459,303 | 30,209 | 489,512 | ||||||||||||||
(i) Plant and equipment includes right-of-use assets of $22.8 million as at June 30, 2021 ($10.8 million as at December 31, 2020).
Impairment
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 for 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, the Company 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 mine life. No discount rate was used as the project has 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, the Company 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, the Company would have recognized an additional impairment charge of $12.4 million.
|
Osisko Gold Royalties Ltd Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited) |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
9. Provisions and other liabilities
| Six months ended June 30, 2021 |
Year ended December 31, 2020 |
|||||||||||||||||||||
| Environmental rehabilitation(i) |
Lease liabilities(ii) |
Deferred premium on flow-through shares (iii) |
Total | Environmental Rehabilitation(i) |
Lease liabilities(ii) |
Total | ||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||
| Balance - Beginning of period | 34,601 | 11,366 | - | 45,967 | 20,527 | 10,127 | 30,654 | |||||||||||||||
| Acquisition of the San Antonio gold project |
- | - | - | - | 9,301 | - | 9,301 | |||||||||||||||
| New liabilities | 1,520 | 13,034 | - | 14,554 | 4,176 | 2,394 | 6,570 | |||||||||||||||
| Revision of estimates | (962 | ) | - | - | (962 | ) | (310 | ) | - | (310 | ) | |||||||||||
| Accretion | 576 | - | - | 576 | 820 | - | 820 | |||||||||||||||
| Settlement/payments of liabilities |
(293 | ) | (2,586 | ) | - | (2,879 | ) | (500 | ) | (1,155 | ) | (1,655 | ) | |||||||||
| Issuance of flow-through shares | - | - | 7,885 | 7,885 | - | - | - | |||||||||||||||
| Recognition of deferred premium on flow-through shares |
- | - | (3,268 | ) | (3,268 | ) | ||||||||||||||||
| Currency translation adjustments |
(257 | ) | - | - | (257 | ) | 587 | - | 587 | |||||||||||||
| Balance - End of period | 35,185 | 21,814 | 4,617 | 61,616 | 34,601 | 11,366 | 45,967 | |||||||||||||||
| Current portion | 6,477 | 10,322 | 4,617 | 21,416 | 3,019 | 1,412 | 4,431 | |||||||||||||||
| Non-current portion | 28,708 | 11,492 | - | 40,200 | 31,582 | 9,954 | 41,536 | |||||||||||||||
| 35,185 | 21,814 | 4,617 | 61,616 | 34,601 | 11,366 | 45,967 | ||||||||||||||||
(i) The environmental rehabilitation provision represents the legal and contractual obligations associated with the eventual closure of the Company's mining interests, plant and equipment and exploration and evaluation assets (mostly for the Cariboo property, Bonanza Ledge Phase II project and San Antonio project). As at June 30, 2021, the estimated inflation-adjusted undiscounted cash flows required to settle the environmental rehabilitation amounts to $40.6 million. The weighted average actualization rate used is 3.5% and the disbursements are expected to be made from 2021 to 2030 as per the current closure plans.
(ii) The lease liabilities are mainly related to leases for mining equipment and for office space.
(iii) The flow-through shares issuance by Osisko Development is described in Note 11.
10. Long-term debt
The movements in the long-term debt are as follows:
| Six months ended | Year ended | ||||||
| June 30, 2021 |
December 31, 2020 |
||||||
| $ | $ | ||||||
| Balance - Beginning of period | 400,429 | 349,042 | |||||
| Increase in revolving credit facility | 50,000 | 71,660 | |||||
| Decrease in revolving credit facility | - | (19,205 | ) | ||||
| Repayment of convertible debenture | (50,000 | ) | - | ||||
| Amortization of transaction costs | 1,098 | 2,238 | |||||
| Accretion expense | 2,116 | 4,972 | |||||
| Foreign exchange revaluation impact | (1,689 | ) | (8,278 | ) | |||
| Balance - End of period | 401,954 | 400,429 | |||||
|
Osisko Gold Royalties Ltd Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited) |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
10. Long-term debt (continued)
The summary of the long-term debt is as follows:
| June 30, | December 31, | |||||
| 2021 | 2020 | |||||
| $ | $ | |||||
| Convertible debentures(i),(ii) | 300,000 | 350,000 | ||||
| Revolving credit facility(iii) | 111,970 | 63,659 | ||||
| Long-term debt | 411,970 | 413,659 | ||||
| Unamortized debt issuance costs | (3,397 | ) | (4,495 | ) | ||
| Unamortized accretion on convertible debentures | (6,619 | ) | (8,735 | ) | ||
| Long-term debt, net of issuance costs | 401,954 | 400,429 | ||||
| Current portion | - | 49,867 | ||||
| Non-current portion | 401,954 | 350,562 | ||||
| 401,954 | 400,429 |
(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 bear interest at a rate of 4.0% per annum, payable semi-annually on June 30 and December 31 of each year. The Debentures are convertible at the holder's option into common shares of the Company at a conversion price equal to $22.89 per common share. The Debentures will mature on December 31, 2022 and may be redeemed by Osisko, in certain circumstances. The Debentures are listed for trading on the TSX under the symbol "OR.DB".
(iii) Revolving credit facility
In July 2021, the Company amended its revolving credit facility (the "Facility") and increased the amount available by $150.0 million to $550.0 million, with an additional uncommitted accordion of up to $100.0 million (for a total availability of up to $650.0 million). The maturity date of the Facility was extended to July 30, 2025, which can be extended annually.
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 from the royalty, stream and other interests segment (which exclude the assets held by Osisko Development and its subsidiaries).
|
Osisko Gold Royalties Ltd Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited) |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
10. Long-term debt (continued)
(iii) Revolving credit facility (continued)
The Facility is subject to standby fees. Funds drawn bear interest based on the base rate, prime rate, London Inter-Bank Offer Rate ("LIBOR") or a comparable or successor rate, plus an applicable margin depending on the Company's leverage ratio. In February 2021, the Company drew $50.0 million to repay the Investissement Québec convertible debenture. As at June 30, 2021, the Facility was drawn for a total of $112.0 million ($50.0 million and US$50.0 million ($62.0 million)) and the effective interest rate was 2.6%, 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 June 30, 2021, all such ratios and requirements were met.
11. Share capital and warrants
Shares
Osisko Development Corp. - Non-brokered private placement
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 consists 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 consists 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 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).
Osisko Development Corp. - Brokered private placement of flow-through shares
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 will be reversed and recognized to the consolidated statement of income (loss) as flow-through premium income as the required expenditures are incurred. Osisko Development is committed to spending the proceeds on exploration and evaluation activities by December 31, 2022. As at June 30, 2021, the balance remaining to be spent amounted to $19.7 million.
|
Osisko Gold Royalties Ltd Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited) |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
11. Share capital and warrants (continued)
Normal course issuer bid
In December 2020, Osisko renewed its normal course issuer bid ("NCIB") program. Under the terms of the 2021 NCIB program, Osisko may acquire up to 14,610,718 of its common shares from time to time in accordance with the normal course issuer bid procedures of the TSX. Repurchases under the 2021 NCIB program are authorized until December 11, 2021. Daily purchases will be limited to 138,366 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, 2020, being 553,464 Common Shares.
During the three months ended March 31, 2021, the Company purchased for cancellation a total of 347,400 common shares for $4.5 million (average acquisition price per share of $12.85). There were no purchases during the three months ended June 30, 2021.
Dividends
The following table provides details on the dividends declared for the six months ended June 30, 2021:
|
Declaration date |
|
Dividend per share |
|
Record date |
|
Payment date |
|
Dividend |
|
Dividend |
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 21, 2021 |
|
0.05 |
|
March 31, 2021 |
|
April 15, 2021 |
|
8,364,000 |
|
8,989,709 |
|
May 11, 2021 |
|
0.05 |
|
June 30, 2021 |
|
July 15, 2021 |
|
8,404,000 |
|
7,102,627 |
|
|
|
0.10 |
|
|
|
|
|
16,768,000 |
|
|
(i) Number of common shares held by shareholders participating in the dividend reinvestment plan ("DRIP").
During the three and six months ended June 30, 2021, the Company issued respectively 30,643 and 68,181 common shares under the DRIP, at a discount rate of 3%.
As at June 30, 2021, the holders of 7,102,627 common shares had elected to participate in the DRIP, representing dividends payable of $0.4 million. Therefore, 21,747 common shares were issued on July 15, 2021 at a discount rate of 3%.
Warrants
As at June 30, 2021 and December 31, 2020, 5,480,000 warrants were outstanding and entitles the holder to purchase one common share of Osisko at a price of $36.50 until March 5, 2022.
|
Osisko Gold Royalties Ltd Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited) |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
12. Share-based compensation
Share options
The Company and its subsidiary, Osisko Development, offer a share option plan to their respective directors, officers, management, employees and consultants.
Osisko Gold Royalties Ltd
The following table summarizes information about the movement of the share options outstanding under the Osisko's plan:
| Six months ended June 30, 2021 |
Year ended December 31, 2020 |
||||||||||||
| Weighted | Weighted | ||||||||||||
| Number of | average | Number of | average | ||||||||||
| options | exercise price | options | exercise price | ||||||||||
| $ | $ | ||||||||||||
| Balance - Beginning of period | 4,240,869 | 14.22 | 4,939,344 | 14.40 | |||||||||
| Granted(i) | 758,700 | 13.25 | 1,201,100 | 13.51 | |||||||||
| Exercised | (940,282 | ) | 13.82 | (673,470 | ) | 11.27 | |||||||
| Forfeited | (25,400 | ) | 13.51 | (341,300 | ) | 13.61 | |||||||
| Expired | (161,220 | ) | 15.93 | (884,805 | ) | 16.56 | |||||||
| Balance - End of period | 3,872,667 | 14.06 | 4,240,869 | 14.22 | |||||||||
| Options exercisable - End of period | 1,895,971 | 14.79 | 2,208,070 | 14.96 | |||||||||
(i) Options were granted to officers, management, employees and/or consultants.
The weighted average share price when share options were exercised during the six months ended June 30, 2021 was $16.01 ($14.83 for the year ended December 31, 2020).
The following table summarizes the Osisko's share options outstanding as at June 30, 2021:
| Options outstanding | Options exercisable | ||||||||||||||||
| Weighted | |||||||||||||||||
| average | |||||||||||||||||
| Weighted | remaining | Weighted | |||||||||||||||
| Exercise | average | contractual | average | ||||||||||||||
| price range | Number | exercise price | life (years) | Number | exercise price | ||||||||||||
| $ | $ | $ | |||||||||||||||
| 9.83 - 12.97 | 1,342,290 | 12.69 | 3.9 | 472,824 | 12.72 | ||||||||||||
| 13.10 - 14.78 | 1,772,019 | 13.54 | 3.4 | 795,189 | 13.53 | ||||||||||||
| 15.97 - 18.07 | 690,528 | 16.81 | 1.8 | 560,128 | 16.85 | ||||||||||||
| 24.72 - 27.77 | 67,830 | 26.97 | 0.9 | 67,830 | 26.97 | ||||||||||||
| 3,872,667 | 14.06 | 3.2 | 1,895,971 | 14.79 | |||||||||||||
|
Osisko Gold Royalties Ltd Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited) |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
12. Share-based compensation (continued)
Share options (continued)
Osisko Gold Royalties Ltd (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:
| Six months ended June 30, 2021 |
Year ended December 31, 2020 |
|||||
| Dividend per share | 1.5% | 1.5% | ||||
| Expected volatility | 40% | 39% | ||||
| Risk-free interest rate | 0.7% | 0.3% | ||||
| Expected life | 47 months | 46 months | ||||
| Weighted average share price | $ | 13.25 | $ | 13.51 | ||
| Weighted average fair value of options granted | $ | 3.65 | $ | 3.56 |
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. During the three and six months ended June 30, 2021, the total share-based compensation related to share options granted under the Osisko's plan amounted to $1.0 million and $2.0 million, respectively ($0.9 million and $1.3 million during the three and six months ended June 30, 2020, respectively), including $0.1 million capitalized to mining assets and plant and equipment ($0.1 million during the three and six months ended June 30, 2020).
Osisko Development Corp.
The following table summarizes information about the movement of the share options outstanding under the Osisko Development's plan:
| Six months ended June 30, 2021 |
Year ended December 31, 2020 |
||||||||||||
| Weighted | Weighted | ||||||||||||
| Number of | average | Number of | average | ||||||||||
| options | exercise price | options | exercise price | ||||||||||
| $ | $ | ||||||||||||
| Balance - Beginning of period | 1,199,100 | 7.62 | - | - | |||||||||
| Granted(i) | 592,800 | 7.15 | 1,199,100 | 7.62 | |||||||||
| Forfeited | (66,900 | ) | 7.62 | - | - | ||||||||
| Balance - End of period | 1,725,000 | 7.46 | 1,199,100 | 7.62 | |||||||||
| Options exercisable - End of period | - | - | - | - | |||||||||
(i) Options were granted to officers, management, employees and/or consultants.
|
Osisko Gold Royalties Ltd Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited) |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
12. Share-based compensation (continued)
Share options (continued)
Osisko Development Corp. (continued)
The following table summarizes the Osisko Development's share options outstanding as at June 30, 2021:
| Options outstanding | Options exercisable | |||||||||||||||
| Weighted | ||||||||||||||||
| average | ||||||||||||||||
| remaining | Weighted | |||||||||||||||
| Grant | Exercise | contractual | average | |||||||||||||
| Date | Number | price | life (years) | Number | exercise price | |||||||||||
| $ | $ | $ | ||||||||||||||
| December 23, 2020 | 1,132,200 | 7.62 | 4.5 | - | - | |||||||||||
| February 4, 2021 | 31,600 | 8.10 | 4.6 | - | - | |||||||||||
| June 23, 2021 | 561,200 | 7.10 | 5.0 | - | - | |||||||||||
| 1,725,000 | 7.46 | 4.6 | - | - | ||||||||||||
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:
|
|
Six months ended June 30, 2021 |
|
Year ended |
|
Dividend per share |
- |
|
- |
|
Expected volatility |
68% |
|
63% |
|
Risk-free interest rate |
0.8% |
|
0.4% |
|
Expected life |
48 months |
|
48 months |
|
Weighted average share price |
$7.15 |
|
$7.62 |
|
Weighted average fair value of options granted |
$3.64 |
|
$3.64 |
The expected volatility was estimated by benchmarking with companies having businesses similar to Osisko Development. The historical volatility of the common share price of these companies was used for benchmarking back from the date of grant and for a period corresponding to the expected life of the options.
The fair value of the share options is recognized as compensation expense over the vesting period. During the three and six months ended June 30, 2021, the total share-based compensation related to share options granted under the Osisko Development's plan amounted to $0.4 million and $0.8 million, respectively (nil for the three and six months ended June 30, 2020), including $0.1 million and $0.2 million capitalized to mining assets and plant and equipment, respectively (nil for the three and six months ended June 30, 2020).
|
Osisko Gold Royalties Ltd Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited) |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
12. Share-based compensation (continued)
Deferred and restricted share units
The Company and its subsidiary, Osisko Development, offer a DSU plan and a RSU plan, which allow DSU and RSU to be granted to directors, officers and employees as part of their long-term compensation package.
Osisko Gold Royalties Ltd
The following table summarizes information about the DSU and RSU movements:
| Six months ended June 30, 2021 |
Year ended December 31, 2020 |
||||||||||||
| DSU(i) (equity) |
RSU(ii) (equity) |
DSU(i) (equity) |
RSU(ii) (equity) |
||||||||||
| Balance - Beginning of period | 408,564 | 1,242,902 | 325,207 | 1,190,038 | |||||||||
| Granted | 64,720 | 293,610 | 97,995 | 504,560 | |||||||||
| Reinvested dividends | 2,742 | 8,948 | 5,558 | 17,143 | |||||||||
| Settled | (102,266 | ) | (330,802 | ) | (20,196 | ) | (365,399 | ) | |||||
| Forfeited (iii) | - | (272,046 | ) | - | (103,440 | ) | |||||||
| Balance - End of period | 373,760 | 942,612 | 408,564 | 1,242,902 | |||||||||
| Balance - Vested | 308,987 | - | 309,862 | - | |||||||||
(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 director when he or she leaves the board or is not re-elected. The value of the payout is determined by multiplying the number of DSU expected to be vested at the payout date by the closing price of the Company's shares on the day prior to the grant date. The fair value is recognized over the vesting period. On the settlement date, one common share will be issued for each DSU, after deducting any income taxes payable on the benefit earned by the director that must be remitted by the Company to the tax authorities.
(ii) On December 31, 2019, 150,000 RSU were granted to an officer (with a value of $12.70 per RSU) and vest and are 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. 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 the Company to the tax authorities.
(iii) In 2021, 215,812 RSUs were forfeited and were re-granted by Osisko Development in an equivalent value to the employees and officers that were transferred from Osisko to Osisko Development as of January 1, 2021 (refer to the Osisko Development table and notes on restricted share units outstanding presented below).
The total share-based compensation related to the Osisko's DSU and RSU plans for the three and six months ended June 30, 2021 amounted to $0.3 million and $2.2 million, respectively ($0.9 million and $3.2 million for the three and six months ended June 30, 2020, including $0.1 million capitalized to mining assets and plant and equipment).
Based on the closing price of the common shares at June 30, 2021 ($16.99), 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 RSU and DSU to be settled in equity amounts to $2.8 million ($2.7 million as at December 31, 2020) and to $11.9 million based on all RSU and DSU outstanding ($14.2 million as at December 31, 2020).
|
Osisko Gold Royalties Ltd Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited) |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
12. Share-based compensation (continued)
Deferred and restricted share units
Osisko Development Corp.
The following table summarizes information about the DSU and RSU movements:
| Six months ended June 30, 2021 |
Year ended December 31, 2020 |
||||||||||||
| DSU(i) (equity) |
RSU (equity) |
DSU(i) (equity) |
RSU(ii) (equity) |
||||||||||
| Balance - Beginning of period | 170,620 | - | - | - | |||||||||
| Granted - Replacement RSU (ii) | - | 458,450 | - | - | |||||||||
| Granted (iii) | 68,730 | 485,600 | 170,620 | - | |||||||||
| Balance - End of period | 239,350 | 944,050 | 170,620 | - | |||||||||
| Balance - Vested | - | - | - | - | |||||||||
(i) Unless otherwise decided by the board of directors of Osisko Development, 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 Osisko Development, to each director when he or she leaves the board or is not re-elected. The value of the payout is determined by multiplying the number of DSU expected to be vested at the payout date by the closing price of the Osisko Development'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 Osisko Development to the tax authorities.
(ii) Following the closing of the reverse takeover transaction completed on November 25, 2020, which lead to the creation of Osisko Development and the subsequent transfer of certain Osisko employees to Osisko Development on January 1, 2021, Osisko and Osisko Development mutually agreed that a pro-rata portion of the outstanding long-term equity incentive compensation awarded by Osisko to the transferred employees in the form of RSU would be borne by Osisko Development. As a result, a pro-rata portion of the outstanding RSU awarded by Osisko (the "Osisko RSU") to the transferred employees were cancelled, and RSU (the "Replacement RSU") having a relative equivalent value were granted by Osisko Development. Accordingly, in June 2021, 458,450 Replacement RSU were granted to officers and employees who held Osisko RSU that were cancelled. The maturity date of the Replacement RSU is the same as the maturity date of the corresponding Osisko RSU that were cancelled. The replacement RSU are payable in common shares, cash or a combination of common shares and cash, at the sole discretion of Osisko Development.
(iii) The RSU granted vest and are payable in common shares, cash or a combination of common shares and cash, at the sole discretion of Osisko Development, three years after the grant date, one half of which depends on the achievement of certain performance measures.
The total share-based compensation expense related to the Osisko Development's DSU and RSU plans for the three and six months ended June 30, 2021 amounted to $0.5 million and $0.8 million, respectively (nil for the three and six months ended June 30, 2020).
Based on the closing price of the common shares at June 30, 2021 ($7.00) and considering a marginal income tax rate of 53.3%, the estimated amount that Osisko Development is expected to transfer to the tax authorities to settle the employees' tax obligations related to the RSU and DSU outstanding amounts to $4.4 million ($0.7 million as at December 31, 2020).
|
Osisko Gold Royalties Ltd Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited) |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
13. Additional information on the consolidated statements of income (loss)
| Three months ended June 30, |
Six months ended June 30, |
|||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| $ | $ | $ | $ | |||||||||
| Revenues | ||||||||||||
| Royalty interests | 36,437 | 20,819 | 71,348 | 46,623 | ||||||||
| Stream interests | 13,470 | 7,914 | 27,556 | 19,944 | ||||||||
| Offtake interests | 7,339 | 12,025 | 25,265 | 26,796 | ||||||||
| 57,246 | 40,758 | 124,169 | 93,363 | |||||||||
| Cost of sales | ||||||||||||
| Royalty interests | 119 | 99 | 293 | 267 | ||||||||
| Stream interests | 2,873 | 1,392 | 5,857 | 4,585 | ||||||||
| Offtake interests | 7,104 | 11,454 | 24,343 | 25,376 | ||||||||
| 10,096 | 12,945 | 30,493 | 30,228 | |||||||||
| Other gains (losses), net | ||||||||||||
| Change in fair value of financial assets at fair value through profit and loss | (1,777 | ) | 2,316 | (3,685 | ) | 1,006 | ||||||
| Net gain on acquisition of investments(i) | 211 | - | 649 | 2,845 | ||||||||
| Net gain on dilution of investments in associates | - | 10,381 | 1,391 | 10,381 | ||||||||
| Net gain on disposal of investments | - | 1,226 | - | 1,226 | ||||||||
| Impairment of other investments | - | (3,117 | ) | (2,112 | ) | (4,023 | ) | |||||
| Flow-through shares premium income | 2,798 | - | 3,268 | - | ||||||||
| Others | 397 | - | 208 | - | ||||||||
| 1,629 | 10,806 | (281 | ) | 11,435 |
(i) Represents changes in the fair value of the underlying investments between the respective subscription dates and the closing dates.
|
Osisko Gold Royalties Ltd Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited) |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
14. Net earnings (loss) per share
| Three months ended June 30, |
Six months ended June 30, |
|||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| $ | $ | $ | $ | |||||||||
| Net (loss) earnings attributable to Osisko Gold Royalties Ltd's shareholders |
(14,759 | ) | 13,048 | (4,165 | ) | (270 | ) | |||||
| Basic weighted average number of common shares outstanding (in thousands) | 167,895 | 164,733 | 167,696 | 160,067 | ||||||||
| Dilutive effect of share options | - | 82 | - | - | ||||||||
| Diluted weighted average number of common shares |
167,895 | 164,815 | 167,696 | 160,067 | ||||||||
| Net (loss) earnings per share attributable to Osisko Gold Royalties Ltd's shareholders |
||||||||||||
| Basic and diluted | (0.09 | ) | 0.08 | (0.02 | ) | - | ||||||
As a result of the net loss for the three and six months ended June 30, 2021, and for the three months ended March 31, 2020, all potentially dilutive common shares are deemed to be antidilutive for these periods and thus diluted net loss per share is equal to the basic net loss per share.
For the three months ended June 30, 2020, 4,679,222 share options, 5,480,000 outstanding warrants and the 15,726,705 common shares underlying the convertible debentures were excluded from the computation of diluted earnings per share as their effect was anti-dilutive.
15. Additional information on the consolidated statements of cash flows
| Three months ended June 30, | Six months ended June 30, | |||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| $ | $ | $ | $ | |||||||||
| Interests received | 417 | 269 | 841 | 508 | ||||||||
| Interests paid on long-term debt | 7,074 | 7,432 | 8,297 | 8,599 | ||||||||
| Income taxes paid (i) | 5,453 | 277 | 6,368 | 465 | ||||||||
| Changes in non-cash working capital items | ||||||||||||
| Decrease (increase) in accounts receivable | 315 | 442 | (1,974 | ) | (2,169 | ) | ||||||
| Decrease (increase) in inventories | 1,096 | - | (7,595 | ) | - | |||||||
| (Increase) in other current assets | (2,001 | ) | (1,434 | ) | (1,189 | ) | (706 | ) | ||||
| (Decrease) in accounts payable and accrued liabilities | (3,811 | ) | (2,142 | ) | (8,571 | ) | (4,393 | ) | ||||
| (4,401 | ) | (3,134 | ) | (19,329 | ) | (7,268 | ) | |||||
(i) During the three and six months ended June 30, 2021, income taxes of $4.9 million and $5.8 million were respectively paid to the Mexican authorities in relation to the acquisition of a gold and silver stream on the San Antonio project in 2020.
|
Osisko Gold Royalties Ltd Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited) |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
16. 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).
| June 30, 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 | ||||||||||||
| Publicly traded mining exploration and development companies | ||||||||||||
| Precious metals | - | - | 19,820 | 19,820 | ||||||||
| Other minerals | - | - | 528 | 528 | ||||||||
| Financial assets at fair value through other comprehensive (loss) income(i) |
||||||||||||
| Equity securities | ||||||||||||
| Publicly traded mining exploration and development companies | ||||||||||||
| Precious metals | 75,569 | - | - | 75,569 | ||||||||
| Other minerals | 18,167 | - | - | 18,167 | ||||||||
| 93,736 | - | 20,348 | 114,084 | |||||||||
| December 31, 2020 | ||||||||||||
| 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 | ||||||||||||
| Publicly traded mining exploration and development companies | ||||||||||||
| Precious metals | - | - | 23,904 | 23,904 | ||||||||
| Other minerals | - | - | 1,159 | 1,159 | ||||||||
| Financial assets at fair value through other | ||||||||||||
| comprehensive (loss) income (i) | ||||||||||||
| Equity securities | ||||||||||||
| Publicly traded mining exploration and development companies | ||||||||||||
| Precious metals | 95,796 | - | - | 95,796 | ||||||||
| Other minerals | 19,794 | - | - | 19,794 | ||||||||
| 115,590 | - | 25,063 | 140,653 | |||||||||
(i) On the basis of its analysis of the nature, characteristics and risks of equity securities, the Company has determined that presenting them by industry and type of investment is appropriate.
|
Osisko Gold Royalties Ltd Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited) |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
16. Fair value of financial instruments (continued)
During the six months ended June 30, 2021 and 2020, there were no transfers among Level 1, Level 2 and Level 3.
The following table presents the changes in the Level 3 investments (warrants and convertible debentures) for the six months ended June 30, 2021 and 2020:
| 2021 | 2020 | ||||||
| $ | $ | ||||||
| Balance - Beginning of period | 25,063 | 1,700 | |||||
| Acquisitions | 92 | 1,753 | |||||
| Warrants exercised | (1,122 | ) | - | ||||
| Change in fair value - warrants exercised(i) | 300 | - | |||||
| Change in fair value - warrants expired(i) | - | (3 | ) | ||||
| Change in fair value - investments held at the end of the period(i) | (3,985 | ) | 1,009 | ||||
| Balance - End of period | 20,348 | 4,459 | |||||
(i) Recognized in the consolidated statements of income (loss) under other gains (losses), 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 debentures 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 as at June 30, 2021 and December 31, 2020.
Financial instruments not measured at fair value on the balance sheet
Financial instruments that are not measured at fair value on the consolidated balance sheets are represented by cash, short-term investments, trade receivables, amounts receivable from associates and other receivables, notes receivable, other financing facilities receivable, accounts payable and accrued liabilities and long-term debt. The fair values of cash, short-term investments, trade receivables, amounts receivable from associates and other receivables and accounts payable and accrued liabilities approximate their carrying values due to their short-term nature. The 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 risks parameters since the issuance/acquisition or assumptions of those financial instruments.
The following table presents the carrying amount and the fair value of long-term debt (excluding the liability under the revolving credit facility):
| June 30, 2021 | December 31, 2020 | |||||||||||
| Fair value |
Carrying amount |
Fair Value |
Carrying amount |
|||||||||
| $ | $ | |||||||||||
| Long-term debt - Level 1 | 312,120 | 289,984 | 318,000 | 286,903 | ||||||||
| Long-term debt - Level 2 | - | - | 49,928 | 49,866 | ||||||||
| Balance | 312,120 | 289,984 | 367,928 | 336,769 | ||||||||
|
Osisko Gold Royalties Ltd Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited) |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
17. Segment disclosure
The chief operating decision-maker organizes and manages 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. The assets, liabilities, revenues, expenses and cash flows of Osisko and its subsidiaries, other than Osisko Development and its subsidiaries, are attributable to the precious metals and other royalties, streams and other interests operating segment. The assets, liabilities, revenues, expenses and cash flows of Osisko Development and its subsidiaries are attributable to the exploration, evaluation and development of mining projects operating segment.
The following tables present the main assets, liabilities, revenues, expenses and cash flows per operating segment:
| As at June 30, 2021 and December 31, 2020 | ||||||||||||
| Osisko Gold Royalties (i) |
Osisko Development (ii) |
|||||||||||
| (Royalties, streams and other interests) |
(Mining exploration, evaluation and development) |
Intersegment transactions (iii) |
Consolidated |
|||||||||
| $ | $ | $ | $ | |||||||||
| Assets and liabilities | ||||||||||||
| As at June 30, 2021 | ||||||||||||
| Cash | 110,341 | 144,622 | - | 254,963 | ||||||||
| Current assets | 122,719 | 182,461 | (116 | ) | 305,064 | |||||||
| Investments in associates and other investments |
174,020 | 85,862 | - | 259,882 | ||||||||
| Royalty, stream and other interests | 1,214,300 | - | (92,872 | ) | 1,121,428 | |||||||
| Mining interests and plant and equipment | 8,408 | 475,367 | 70,716 | 554,491 | ||||||||
| Exploration and evaluation assets | - | 44,699 | 650 | 45,349 | ||||||||
| Goodwill | 111,204 | - | - | 111,204 | ||||||||
| Total assets | 1,631,612 | 800,737 | (21,622 | ) | 2,410,727 | |||||||
| Total liabilities (excluding long-term debt) | 69,567 | 118,598 | (21,622 | ) | 166,543 | |||||||
| Long-term debt | 401,954 | - | - | 401,954 | ||||||||
| As at December 31, 2020 | ||||||||||||
| Cash | 105,097 | 197,427 | - | 302,524 | ||||||||
| Current assets | 117,592 | 218,478 | (882 | ) | 335,188 | |||||||
| Investments in associates and other investments |
166,589 | 110,144 | - | 276,733 | ||||||||
| Royalty, stream and other interests | 1,203,781 | - | (87,653 | ) | 1,116,128 | |||||||
| Mining interests and plant and equipment | 9,011 | 407,000 | 73,501 | 489,512 | ||||||||
| Exploration and evaluation assets | - | 41,869 | 650 | 42,519 | ||||||||
| Goodwill | 111,204 | - | - | 111,204 | ||||||||
| Total assets | 1,609,344 | 802,144 | (14,384 | ) | 2,397,104 | |||||||
| Total liabilities (excluding long-term debt) | 67,449 | 102,578 | (14,384 | ) | 155,643 | |||||||
| Long-term debt | 400,429 | - | - | 400,429 | ||||||||
|
Osisko Gold Royalties Ltd Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited) |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
17. Segment disclosure (continued)
| For the three and six months ended June 30, 2021 and 2020 | ||||||||||||
| Osisko Gold Royalties (i) |
Osisko Development (ii) |
|||||||||||
| (Royalties, streams and other interests) |
(Mining exploration, evaluation and development) |
Intersegment transactions (iii) |
Consolidated |
|||||||||
| $ | $ | $ | $ | |||||||||
| Revenues, expenses and cash flows | ||||||||||||
| For the three months ended June 30, 2021 | ||||||||||||
| Revenues | 57,246 | 775 | (775 | ) | 57,246 | |||||||
| Gross profit | 35,713 | - | - | 35,713 | ||||||||
| Operating expenses (G&A, bus. dev and exploration) | (6,483 | ) | (4,649 | ) | - | (11,132 | ) | |||||
| Impairments | - | (40,479 | ) | - | (40,479 | ) | ||||||
| Net earnings (loss) | 16,341 | (41,404 | ) | - | (25,063 | ) | ||||||
| Cash flows from operating activities | 37,340 | (6,423 | ) | - | 30,917 | |||||||
| Cash flows from investing activities | (42,377 | ) | (47,464 | ) | - | (89,841 | ) | |||||
| Cash flows from financing activities | (3,542 | ) | (1,718 | ) | - | (5,260 | ) | |||||
| For the six months ended June 30, 2021 | ||||||||||||
| Revenues | 124,169 | 775 | (775 | ) | 124,169 | |||||||
| Gross profit | 70,312 | - | - | 70,312 | ||||||||
| Operating expenses (G&A, bus. dev and exploration) | (12,511 | ) | (9,851 | ) | - | (22,362 | ) | |||||
| Impairments | (4,400 | ) | (40,479 | ) | - | (44,879 | ) | |||||
| Net earnings (loss) | 29,805 | (45,105 | ) | - | (15,300 | ) | ||||||
| Cash flows from operating activities | 74,077 | (16,126 | ) | (5,710 | ) | 52,241 | ||||||
| Cash flows from investing activities | (56,158 | ) | (69,172 | ) | 5,710 | (119,620 | ) | |||||
| Cash flows from financing activities | (11,053 | ) | 33,895 | - | 22,842 | |||||||
| For the three months ended June 30, 2020 | ||||||||||||
| Revenues | 40,758 | - | - | 40,758 | ||||||||
| Gross profit | 19,121 | - | - | 19,121 | ||||||||
| Operating expenses (G&A, bus. dev and exploration) | (6,488 | ) | (998 | ) | - | (7,486 | ) | |||||
| Impairments | - | - | - | - | ||||||||
| Net earnings | 12,781 | 267 | - | 13,048 | ||||||||
| Cash flows from operating activities | 16,802 | (1,380 | ) | - | 15,422 | |||||||
| Cash flows from investing activities | (32,215 | ) | (11,459 | ) | - | (43,674 | ) | |||||
| Cash flows from financing activities | 63,733 | 12,813 | - | 76,546 | ||||||||
| For the six months ended June 30, 2020 | ||||||||||||
| Revenues | 93,363 | - | - | 93,363 | ||||||||
| Gross profit | 40,743 | - | - | 40,743 | ||||||||
| Operating expenses (G&A, bus. dev and exploration) | (12,705 | ) | (2,245 | ) | - | (14,950 | ) | |||||
| Impairments | (30,323 | ) | - | - | (30,323 | ) | ||||||
| Net earnings | (213 | ) | (57 | ) | - | (270 | ) | |||||
| Cash flows from operating activities | 42,538 | (3,316 | ) | - | 39,222 | |||||||
| Cash flows from investing activities | (55,711 | ) | (26,611 | ) | - | (82,322 | ) | |||||
| Cash flows from financing activities | 112,218 | 24,695 | - | 136,913 | ||||||||
(i) Osisko Gold Royalties Ltd and its subsidiaries, excluding Osisko Development Corp. and its subsidiaries.
(ii) Osisko Development Corp. and its subsidiaries (carve-out of the mining activities of Osisko Gold Royalties prior to the reverse take-over transaction completed on November 25, 2020 and creating Osisko Development).
(iii) The adjustments are related to intersegment transactions and to royalties and streams held by Osisko Gold Royalties on assets held by Osisko Development, which are reclassified on consolidation.
|
Osisko Gold Royalties Ltd Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited) |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
17. Segment disclosure (continued)
Royalty, stream and other interests - Geographic revenues
All of the Company's revenues are attributable to the precious metals and other royalties, streams and other interests operating segment. Geographic revenues from the sale of metals and diamonds received or acquired from in-kind royalties, streams and other interests are determined by the location of the mining operations giving rise to the royalty, stream or other interest. For the six months ended June 30, 2021 and 2020, royalty, stream and other interest revenues were earned from the following jurisdictions:
| North America(i) |
South America |
Australia |
Africa |
Europe |
Total |
|||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||
| 2021 | ||||||||||||||||||
| Royalties | 68,544 | 503 | - | 2,301 | - | 71,348 | ||||||||||||
| Streams | 11,284 | 10,616 | 901 | - | 4,755 | 27,556 | ||||||||||||
| Offtakes | 25,265 | - | - | - | - | 25,265 | ||||||||||||
| 105,093 | 11,119 | 901 | 2,301 | 4,755 | 124,169 | |||||||||||||
| 2020 | ||||||||||||||||||
| Royalties | 44,035 | 272 | 42 | 2,274 | - | 46,623 | ||||||||||||
| Streams | 6,827 | 8,235 | 974 | - | 3,908 | 19,944 | ||||||||||||
| Offtakes | 26,796 | - | - | - | - | 26,796 | ||||||||||||
| 77,658 | 8,507 | 1,016 | 2,274 | 3,908 | 93,363 | |||||||||||||
|
(i) 61% of the North America's revenues are generated from Canada for the six months ended June 30, 2021 (62% for the six months ended June 30, 2020). |
||||||||||||||||||
For the six months ended June 30, 2021, one royalty interest generated revenues of $42.7 million ($27.0 million for the six months ended June 30, 2020), which (excluding revenues generated from the offtake interests) represented 43% of revenues (41% of revenues for the six months ended June 30, 2020).
For the six months ended June 30, 2021, revenues generated from precious metals and diamonds represented 91% and 7% of revenues, respectively (89% and 9% excluding offtakes, respectively). For the six months ended June 30, 2020, revenues generated from precious metals and diamonds represented 93% and 5% of revenues, respectively (90% and 7% excluding offtakes, respectively).
|
Osisko Gold Royalties Ltd Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited) |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
17. Segment disclosure (continued)
Royalty, stream and other interests, net - Geographic net assets
The following table summarizes the royalty, stream and other interests by jurisdictions, as at June 30, 2021 and December 31, 2020, which is based on the location of the property related to the royalty, stream or other interests:
| North America(i) |
South America |
Australia |
Africa |
Asia |
Europe |
Total |
|||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | |||||||||||||||
| June 30, 2021 | |||||||||||||||||||||
| Royalties | 598,558 | 45,583 | 13,845 | 7,163 | - | 15,215 | 680,364 | ||||||||||||||
| Streams | 173,878 | 174,375 | 188 | - | 27,639 | 51,633 | 427,713 | ||||||||||||||
| Offtakes | - | - | 8,760 | - | 4,591 | - | 13,351 | ||||||||||||||
| 772,436 | 219,958 | 22,793 | 7,163 | 32,230 | 66,848 | 1,121,428 | |||||||||||||||
| December 31, 2020 | |||||||||||||||||||||
| Royalties | 576,835 | 46,374 | 9,924 | 8,313 | - | 15,215 | 656,661 | ||||||||||||||
| Streams | 172,879 | 183,679 | 1,481 | - | 28,392 | 54,510 | 440,941 | ||||||||||||||
| Offtakes | 5,690 | - | 8,119 | - | 4,717 | - | 18,526 | ||||||||||||||
| 755,404 | 230,053 | 19,524 | 8,313 | 33,109 | 69,725 | 1,116,128 | |||||||||||||||
|
(i) 82% of the North America's net interests are located in Canada as at June 30, 2021 (86% as at December 31, 2020). |
|||||||||||||||||||||
Exploration, evaluation and development of mining projects
The inventories, mining interests, plant and equipment and exploration and evaluation assets related to the exploration, evaluation and development of mining projects (excluding the intersegment transactions) are located in Canada and in Mexico, and are detailed as follow as at June 30, 2021 and December 31, 2020:
| June 30, 2021 | December 31, 2020 | |||||||||||||||||
| Canada | Mexico | Total | Canada | Mexico | Total | |||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||
| Assets | ||||||||||||||||||
| Inventories | 8,418 | 21,322 | 29,740 | 1,599 | 25,705 | 27,304 | ||||||||||||
| Mining interests, plant and equipment | 397,267 | 78,100 | 475,367 | 344,903 | 62,097 | 407,000 | ||||||||||||
| Exploration and evaluation assets | 43,402 | 1,297 | 44,699 | 40,680 | 1,189 | 41,869 | ||||||||||||
| Total assets | 686,301 | 114,436 | 800,737 | 704,998 | 97,146 | 802,144 | ||||||||||||
|
Osisko Gold Royalties Ltd Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited) |
|
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
18. Related party transactions
During the three and six months ended June 30, 2021, interest revenues of $0.8 million and 1.6 million were respectively recorded on notes receivable from associates ($0.7 million and $1.3 million for the three and six months ended June 30, 2020, respectively). As at June 30, 2021, interests receivable from associates of $3.5 million are included in amounts receivable ($1.9 million as at December 31, 2020). Loans, notes receivable, and a convertible debenture from associates amounted to $37.9 million as at June 30, 2021 ($33.4 million as at December 31, 2020) and were included in short-term investments and other investments on the consolidated balance sheets.
19. Subsequent events
Acquisition of a royalty interest
In July 2021, Osisko entered into a royalty transfer agreement with Sailfish Royalty Corp. ("Sailfish") pursuant to which Osisko purchases a 2.75% NSR royalty on the Tocantinzinho gold project ("Tocantinzinho"), located in Brazil, and operated by Eldorado Gold Corporation for cash consideration of US$10 million ($12.6 million). The operator of Tocantinzinho has a one-time buy-down option in relation to the royalty. At the time of project construction the operator may make a payment of US$5.5 million to reduce the royalty percentage by 2% resulting in a royalty of 0.75%. Pursuant to a pre-existing agreement entered into by Sailfish, the buy-down payment is payable to the original royalty owners.
Amendments to revolving credit facility
In July 2021, the Company amended its revolving credit facility and increased the amount available by $150.0 million to $550.0 million, with an additional uncommitted accordion of up to $100.0 million (for a total availability of up to $650.0 million). The maturity date of the Facility was extended to July 30, 2025, which can be extended annually.
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 from the royalty, stream and other interests segment (which exclude the assets held by Osisko Development and its subsidiaries).
Dividend
On August 9, 2021, the Board of Directors declared a quarterly dividend of $0.055 per common share payable on October 15, 2021 to shareholders of record as of the close of business on September 30, 2021.
Management's Discussion and Analysis
For the three and six months ended June 30, 2021
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 three and six months ended June 30, 2021 should be read in conjunction with the Company's unaudited condensed interim consolidated financial statements and related notes for the three and six months ended June 30, 2021. The unaudited condensed interim 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 August 9, 2021, the date when the Board of Directors has approved the Company's unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2021 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 |
| 2021 - Second Quarter Report |
Description of the Business
Osisko Gold Royalties Ltd is engaged in the business of acquiring and managing precious metals and other high-quality royalties, streams and similar interests in Canada and worldwide. Osisko is a public company traded on the Toronto Stock Exchange and the New York Stock Exchange constituted under the Business Corporations Act (Québec) and is domiciled in the Province of Québec, Canada. The address of its registered office is 1100, avenue des Canadiens-de-Montréal, Suite 300, Montréal, Québec. The Company owns a portfolio of royalties, streams, offtakes, options on royalty/stream financings and exclusive rights to participate in future royalty/stream financings on various projects. The Company's cornerstone asset is a 5% net smelter return ("NSR") royalty on the Canadian Malartic mine, located in Canada.
On June 30, 2021 and as of the date of this MD&A, Osisko held an interest of 75.1% in Osisko Development Corp. ("Osisko Development"), a mining exploration, evaluation and development company created in the fourth quarter of 2020 through a reverse take-over transaction where Osisko transferred its mining assets and activities to Osisko Development. As a result, the assets, liabilities, results of operations and cash flows of the Company consolidate the activities of Osisko Development and its subsidiaries. Osisko Development's main asset is the Cariboo gold project in British Columbia, Canada.
In this MD&A, reference to Osisko Gold Royalties is to Osisko Gold Royalties Ltd and its subsidiaries, excluding Osisko Development Corp. and its subsidiaries (royalties and streams segment1). Reference to Osisko Development is to Osisko Development Corp. and its subsidiaries (mining exploration and development segment2).
Business Model and Strategy
Osisko is a growth-oriented and Canadian-focused precious metals royalty and streaming company that is focused on maximizing returns for its shareholders by growing its asset base, both organically and through accretive acquisitions of precious metals and other high-quality royalties, streams and similar interests, and by returning capital to its shareholders through a quarterly dividend payment.
Osisko's main focus is on high quality, long-life precious metals assets located in favourable jurisdictions and operated by established mining companies, as these assets provide the best risk/return profile. The Company also evaluates and invests in opportunities in other commodities and jurisdictions. Given that a core aspect of the Company's business is the ability to compete for investment opportunities, Osisko plans to maintain a strong balance sheet and ability to deploy capital.
Uncertainty due to COVID-19
The duration and full financial effect of the COVID-19 pandemic is unknown at this time, as are the measures taken by governments, companies and others to attempt to reduce the spread of COVID-19. Any estimate of the length and severity of these developments is therefore subject to significant uncertainty, and accordingly estimates of the extent to which the COVID-19 may materially and adversely affect the Company's operations, financial results and condition in future periods are also subject to significant uncertainty. Several of Osisko's operating partners announced temporary operational restrictions during the first and second quarter of 2020 due to the ongoing COVID-19 pandemic, including reduced activities and operations placed on care and maintenance. All operators have restarted their activities and reached their pre-COVID-19 level of operations. However, in the current environment, the assumptions and judgements made by the Company are subject to greater variability than normal, which could in the future significantly affect judgments, estimates and assumptions made by management as they relate to potential impact of the COVID-19 and could lead to a material adjustment to the carrying value of the assets or liabilities affected. The impact of current uncertainty on judgments, estimates and assumptions extends, but is not limited to, the Company's valuation of its long-term assets, including the assessment for impairment and impairment reversal. Actual results may differ materially from these estimates.
As a result of the COVID-19 pandemic, the Company took action to protect its employees, contractors and the communities in which it operates.
__________________________________________
1 The royalties and streams segment refers to the royalty, stream and other interests segment, which corresponds to the activities of Osisko Gold Royalties Ltd and its subsidiaries, excluding Osisko Development.
2 The mining exploration and development segment refers to the mining exploration, evaluation and development segment, which corresponds to the activities of Osisko Development Corp. and its subsidiaries.
2
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
Highlights - Second Quarter of 2021
- Gold equivalent ounces ("GEOs1") earned of 20,178 (excluding 1,957 GEOs earned from the Renard diamond stream2 (compared to 12,245 GEOs in Q2 20203);
- Record revenues from royalties and streams of $49.9 million ($28.7 million in Q2 2020);
- Consolidated cash flows provided by operating activities of $30.9 million ($15.4 million in Q2 2020)
- Record operating cash flows generated by the royalties and streams segment of $37.3 million
- Operating cash flows used by mining exploration and development segment of $6.4 million;
- Net loss attributable to Osisko's shareholders of $14.8 million, $0.09 per basic share (compared to net earnings of $13.0 million, $0.08 per basic share in Q2 2020), as a result of an impairment charge of $36.1 million on the Bonanza Ledge Phase 2 project operated by Osisko Development;
- Adjusted earnings4 of $20.2 million, $0.12 per basic share4 (compared to $5.7 million, $0.03 per basic share in Q2 2020);
- Adjusted earnings4 from the royalties and streams segment of $23.9 million, $0.14 per basic share4
- Adjusted loss4 from the mining exploration and development segment of $3.7 million, $0.02 per basic share4;
- Osisko published its inaugural ESG report and announced its commitment to the United Nations Global Compact ("UN Global Compact");
- 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, 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 April 2021, GoGold Resources Inc. ("GoGold") and Osisko Bermuda Limited ("Osisko Bermuda"), a subsidiary of Osisko, entered into an agreement to convert the current Parral gold and silver offtake into a life-of-mine gold and silver stream. Under the stream, Osisko Bermuda will receive, 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. Osisko currently has no other offtake agreements on producing assets; and
- Osisko declared a quarterly dividend of $0.05 per common share paid on July 15, 2021 to shareholders of record as of the close of business on June 30, 2021.
Highlights - Subsequent to June 30, 2021
- In July 2021, Osisko entered into a royalty transfer agreement to purchase a 2.75% NSR royalty on the Tocantinzinho gold project ("Tocantinzinho") for cash consideration of US$10 million ($12.6 million). The operator of Tocantinzinho has a one-time buy-down option in relation to the royalty. At the time of project construction, the operator may make a payment of US$5.5 million to reduce the royalty percentage by 2% resulting in a royalty of 0.75%. Pursuant to a pre-existing agreement, the buy-down payment is payable to the original royalty owners;
- In July 2021, Osisko amended its revolving credit facility (the "Facility") and increased the amount available by $150.0 million to $550.0 million, with an additional uncommitted accordion of up to $100.0 million (for a total availability of up to $650.0 million). The maturity date of the Facility was extended to July 30, 2025, which can be extended annually; and
- Declared a quarterly dividend of $0.055 per common share payable on October 15, 2021 to shareholders of record as of the close of business on September 30, 2021, a dividend increase of 10%.
1 GEOs are calculated on a quarterly basis and include royalties, streams and offtakes. Silver earned from royalty and stream agreements was converted to gold equivalent ounces by multiplying the silver ounces by the average silver price for the period and dividing by the average gold price for the period. Diamonds, other metals and cash royalties were converted into gold equivalent ounces by dividing the associated revenue by the average gold price for the period. Offtake agreements were converted using the financial settlement equivalent divided by the average gold price for the period. Refer to the Portfolio of Royalty, Stream and Other Interests section for average metal prices used.
2 Osisko committed to reinvest its net proceeds from the Renard diamond stream through a bridge loan with the operator until April 2022.
3 Three months ended June 30, 2020 or second quarter of 2020 ("Q2 2020").
4 "Adjusted earnings (loss)" and "Adjusted earnings (loss) per basic share" are non-IFRS financial performance measures which have no standard definition under IFRS. Refer to the non-IFRS measures provided under the Non-IFRS Financial Performance Measures section of this Management's Discussion and Analysis.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
Summary table - Financial highlights
(in thousands of dollars, except per share amounts)
| For the three and six months ended June 30, | ||||||||||||||||||
| Osisko Gold Royalties (i) | Osisko Development (ii) | Consolidated (vii) | ||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | |||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||
| Cash (June 30, 2021 and Dec. 31, 2020) (iii) | 110,341 | 105,097 | 144,622 | 197,427 | 254,963 | 302,524 | ||||||||||||
| Three months ended June 30, | ||||||||||||||||||
| Revenues | 57,246 | 40,758 | 775 | - | 57,246 | 40,758 | ||||||||||||
| Cash margin (iv) | 47,150 | 27,813 | - | - | 47,150 | 27,813 | ||||||||||||
| Gross profit | 35,713 | 19,121 | - | - | 35,713 | 19,121 | ||||||||||||
| Operating expenses (G&A, bus. dev and exploration) |
(6,483 | ) | (6,488 | ) | (4,649 | ) | (998 | ) | (11,132 | ) | (7,486 | ) | ||||||
| Net earnings (loss) | 16,341 | 12,781 | (41,404 | ) | 267 | (25,063 | ) | 13,048 | ||||||||||
| Net earnings (loss) attributable to Osisko's shareholders |
n/a | n/a | n/a | n/a | (14,759 | ) | 13,048 | |||||||||||
| Net earnings (loss) per share (v) | n/a | n/a | n/a | n/a | (0.09 | ) | 0.08 | |||||||||||
| Adjusted net earnings (loss) (vi) | 23,877 | 6,614 | (3,727 | ) | (881 | ) | 20,150 | 5,733 | ||||||||||
| Adjusted net earnings (loss) per basic share (vi) | 0.14 | 0.04 | (0.02 | ) | (0.01 | ) | 0.12 | 0.03 | ||||||||||
| Cash flows from operating activities (vii) | 37,340 | 16,802 | (6,423 | ) | (1,380 | ) | 30,917 | 15,422 | ||||||||||
| Cash flows from investing activities (vii) | (42,377 | ) | (32,215 | ) | (47,464 | ) | (11,459 | ) | (89,841 | ) | (43,674 | ) | ||||||
| Cash flows from financing activities | (3,542 | ) | 63,733 | (1,718 | ) | 12,813 | (5,260 | ) | 76,546 | |||||||||
| Six months ended June 30, | ||||||||||||||||||
| Revenues | 124,169 | 93,363 | 775 | - | 124,169 | 93,363 | ||||||||||||
| Cash margin (iv) | 93,676 | 63,135 | - | - | 93,676 | 63,135 | ||||||||||||
| Gross profit | 70,312 | 40,743 | - | - | 70,312 | 40,743 | ||||||||||||
| Operating expenses (G&A, bus. dev and exploration) |
(12,511 | ) | (12,705 | ) | (9,851 | ) | (2,245 | ) | (22,362 | ) | (14,950 | ) | ||||||
| Net earnings (loss) | 29,805 | (213 | ) | (45,105 | ) | (57 | ) | (15,300 | ) | (270 | ) | |||||||
| Net earnings (loss) attributable to Osisko's shareholders |
n/a | n/a | n/a | n/a | (4,165 | ) | (270 | ) | ||||||||||
| Net earnings (loss) per share (v) | n/a | n/a | n/a | n/a | (0.02 | ) | (0.00 | ) | ||||||||||
| Adjusted net earnings (loss) (vi) | 47,316 | 17,297 | (9,238 | ) | (3,110 | ) | 38,078 | 14,187 | ||||||||||
| Adjusted net earnings (loss) per basic share (vi) | 0.28 | 0.11 | (0.06 | ) | (0.02 | ) | 0.23 | 0.09 | ||||||||||
| Cash flows from operating activities (vii) | 74,077 | 42,538 | (16,126 | ) | (3,316 | ) | 52,241 | 39,222 | ||||||||||
| Cash flows from investing activities (vii) | (56,158 | ) | (55,711 | ) | (69,172 | ) | (26,611 | ) | (119,620 | ) | (82,322 | ) | ||||||
| Cash flows from financing activities | (11,053 | ) | 112,218 | 33,895 | 24,695 | 22,842 | 136,913 | |||||||||||
(i) Osisko Gold Royalties Ltd and its subsidiaries, excluding Osisko Development Corp. and its subsidiaries. Represents the royalty, stream and other interests segment.
(ii) Osisko Development Corp. and its subsidiaries (carve-out of the mining activities of Osisko Gold Royalties prior to the reverse take-over transaction completed on November 25, 2020 and creating Osisko Development). Represents the mining exploration, evaluation and development segment.
(iii) As at June 30, 2021 and December 30, 2020.
(iv) Cash margin is a non-IFRS financial performance measure which has no standard definition under IFRS. It is calculated by deducting the cost of sales from the revenues. Please refer to the Overview of Financial Results section of this MD&A for a reconciliation of the cash margin per interest.
(v) Attributable to Osisko Gold Royalties Ltd's shareholders.
(vi) Adjusted earnings (loss) and adjusted earnings (loss) per basic share are non-IFRS financial performance measures which have no standard definition under IFRS. Refer to the non-IFRS measures provided under the Non-IFRS Financial Performance Measures section of this Management's Discussion and Analysis.
(vii) Consolidated results are net of the intersegment transactions. Refer to the Segment Disclosure section of this MD&A.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
Portfolio of Royalty, Stream and Other Interests
The following table details the GEOs earned from Osisko Gold Royalties Ltd's producing royalty, stream and other interests:
| Three months ended June 30, |
Six months ended June 30, |
|||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Gold | ||||||||||||
| Canadian Malartic royalty | 9,433 | 4,999 | 18,241 | 11,695 | ||||||||
| Éléonore royalty | 1,612 | 629 | 3,170 | 2,405 | ||||||||
| Seabee royalty | 1,076 | 723 | 1,666 | 1,429 | ||||||||
| Eagle Gold royalty (i) | 1,771 | 911 | 3,435 | 1,523 | ||||||||
| Island Gold royalty | 587 | 518 | 1,207 | 1,053 | ||||||||
| Pan royalty | 431 | 298 | 816 | 788 | ||||||||
| Matilda stream | 185 | 187 | 399 | 432 | ||||||||
| Lamaque royalty | 258 | 162 | 703 | 334 | ||||||||
| Bald Mountain royalty | 41 | 19 | 305 | 31 | ||||||||
| Others | 161 | 125 | 480 | 329 | ||||||||
| 15,555 | 8,571 | 30,422 | 20,019 | |||||||||
| Silver | ||||||||||||
| Mantos Blancos stream | 2,297 | 1,545 | 4,757 | 3,858 | ||||||||
| Sasa stream | 949 | 809 | 2,120 | 1,790 | ||||||||
| Gibraltar stream | 608 | 590 | 1,232 | 1,064 | ||||||||
| Canadian Malartic royalty | 103 | 70 | 216 | 180 | ||||||||
| Others | 114 | 166 | 317 | 486 | ||||||||
| 4,071 | 3,180 | 8,642 | 7,378 | |||||||||
| Diamonds | ||||||||||||
| Renard stream | 1,957 | 141 | 3,716 | 2,055 | ||||||||
| Others | 28 | 36 | 50 | 57 | ||||||||
| 1,985 | 177 | 3,766 | 2,112 | |||||||||
| Other metals | ||||||||||||
| Kwale royalty | 524 | 446 | 1,024 | 1,017 | ||||||||
| Others | - | 12 | - | 19 | ||||||||
| 524 | 458 | 1,024 | 1,036 | |||||||||
| Total GEOs | 22,135 | 12,386 | 43,854 | 30,545 | ||||||||
| Total GEOs, excluding GEOs earned on the Renard stream (ii) |
20,178 | 12,245 | 40,138 | 28,490 | ||||||||
(i) The Company received its first royalty from the Eagle Gold mine in October 2019. The operator declared commercial production on July 1, 2020.
(ii) GEOs from the Renard diamond stream are subtracted when presenting Osisko's total attributable GEOs because cash flows from the Renard diamond stream is reinvested through a bridge loan with the operator until April 2022.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
GEOs by Product
Average Metal Prices and Exchange Rate
| Three months ended June 30, |
Six months ended June 30, |
|||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Gold(1) | $ | 1,816 | $ | 1,711 | $ | 1,805 | $ | 1,645 | ||||
| Silver(2) | $ | 27 | $ | 16 | $ | 26 | $ | 17 | ||||
| Exchange rate (US$/Can$)(3) | 1.2282 | 1.3853 | 1.2471 | 1.3651 | ||||||||
(1) The London Bullion Market Association's pm price in U.S. dollars.
(2) The London Bullion Market Association's price in U.S. dollars.
(3) Bank of Canada daily rate.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
Royalty, Stream and Other Interests Portfolio Overview
As at June 30, 2021, Osisko owned a portfolio of 139 royalties, 10 streams and 3 offtakes, as well as 6 royalty options. Currently, the Company has 17 producing assets. The Cariboo royalty and the San Antonio stream are excluded from the total number of assets, as these assets, held by Osisko, are cancelled on the accounting consolidation of Osisko Development.
Portfolio by asset stage
|
Asset stage |
Royalties |
Streams |
Offtakes |
Total number of assets |
|
|
|
|
|
|
|
Producing |
11 |
6 |
- |
17 |
|
Development (construction) |
9 |
4 |
2 |
15 |
|
Exploration and evaluation |
119 |
- |
1 |
120 |
|
|
139 |
10 |
3 |
152 |
Producing assets
|
Asset |
Operator |
Interest |
Commodity |
Jurisdiction |
|
|
|
|
|
|
|
North America |
|
|
|
|
|
Canadian Malartic |
Agnico Eagle Mines Limited Yamana Gold Inc. |
5% NSR royalty |
Au, Ag |
Canada |
|
Éléonore |
Newmont Corporation |
2.2-3.5% NSR royalty |
Au |
Canada |
|
Eagle Gold |
Victoria Gold Corp. |
5% NSR royalty |
Au |
Canada |
|
Renard(i) |
Stornoway Diamonds (Canada) Inc. |
9.6% stream |
Diamonds |
Canada |
|
Gibraltar |
Taseko Mines Limited |
75% stream |
Ag |
Canada |
|
Seabee |
SSR Mining Inc. |
3% NSR royalty |
Au |
Canada |
|
Island Gold |
Alamos Gold Inc. |
1.38-3% NSR royalty |
Au |
Canada |
|
Bald Mtn. Alligator Ridge / Duke & Trapper |
Kinross Gold Corporation |
1% / 4% GSR royalty |
Au |
USA |
|
Pan |
Fiore Gold Ltd. |
4% NSR royalty |
Au |
USA |
|
Parral(ii) |
GoGold Resources Inc. |
2.4% stream |
Au, Ag |
Mexico |
|
Lamaque South |
Eldorado Gold Corporation |
1% NSR royalty |
Au |
Canada |
|
|
|
|
|
|
|
Outside of North America |
|
|
|
|
|
Mantos Blancos |
Mantos Copper Holding SpA |
100% stream |
Ag |
Chile |
|
Sasa |
Central Asia Metals plc |
100% stream |
Ag |
Macedonia |
|
Kwale |
Base Resources Limited |
1.5% GRR(iii) |
Rutile, Ilmenite, Zircon |
Kenya |
|
Brauna |
Lipari Mineração Ltda |
1% GRR(iii) |
Diamonds |
Brazil |
|
Matilda |
Wiluna Mining Corporation |
1.65% stream |
Au |
Australia |
|
Fruta del Norte |
Lundin Gold Inc. |
0.1% NSR royalty |
Au |
Ecuador |
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
Key development / exploration and evaluation assets)
|
Asset |
Operator |
Interest |
Commodities |
Jurisdiction |
|
|
|
|
|
|
|
Altar |
Aldebaran and Sibanye-Stillwater |
1% NSR royalty |
Cu, Au |
Argentina |
|
Arctic |
South 32 / Trilogy Metals Inc. |
1% NSR royalty |
Cu |
USA |
|
Amulsar(iv) |
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 |
Aquila Resources Inc. |
18.5% Au / 85% Ag streams |
Au, Ag |
USA |
|
Canadian Malartic Underground |
Agnico Eagle Mines Limited Yamana Gold Inc. |
3.0 - 5.0% NSR royalty |
Au |
Canada |
|
Cariboo(v) |
Osisko Development |
5% NSR royalty |
Au |
Canada |
|
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/White Pine(vi) |
Highland Copper Company Inc. |
3% NSR royalty |
Ag, Cu |
USA |
|
Copperwood/White Pine(vi) |
Highland Copper Company Inc. |
3/26e NSR royalty |
Ag |
USA |
|
Ermitaño |
First Majestic Silver Corp. |
2% NSR royalty |
Au, Ag |
Mexico |
|
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 |
|
Ollachea |
Kuri Kullu / Minera IRL |
1% NSR royalty |
Au |
Peru |
|
San Antonio(v) |
Osisko Development |
15% Au stream |
Au, Ag |
Mexico |
|
Santana |
Minera Alamos Inc. |
3% NSR royalty |
Au |
Mexico |
|
Spring Valley(vii) |
Waterton Global Resource Management |
2.5-3% NSR royalty |
Au |
USA |
|
Upper Beaver |
Agnico Eagle Mines Limited |
2% NSR royalty |
Au, Cu |
Canada |
|
Wharekirauponga (WKP) |
OceanaGold Corporation |
2% NSR royalty |
Au |
New Zealand |
|
Windfall |
Osisko Mining Inc. |
2.0 - 3.0% NSR royalty |
Au |
Canada |
(i) Osisko became a 35.1% shareholder of the private entity holding the Renard diamond mine on November 1, 2019. In April 2020, the mine was placed on care and maintenance, given the structural challenges affecting the diamond market as well as the depressed prices for diamonds due to COVID-19. The mine restarted its operations in September 2020.
(ii) Effective April 29, 2021, the Parral offtake was converted into a 2.4% gold and silver stream.
(iii) Gross revenue royalty ("GRR").
(iv) 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 35.6% shareholder of Lydian Canada Ventures Corporation, which is the private entity now holding the Amulsar project in Armenia.
(v) The 5% NSR royalty on the Cariboo gold project and the 15% gold and silver stream on the San Antonio gold project held by Osisko are cancelled on the consolidation of Osisko Development by Osisko. As a result, they are not included in the total number of assets.
(vi) 3.0% NSR royalty on the Copperwood project. Upon closing of the acquisition of the White Pine project, Highland Copper Company will grant Osisko a 1.5% NSR royalty on all metals produced from the White Pine project, and Osisko's royalty on Copperwood will be reduced to 1.5%. Osisko also exercised in June 2021 a portion of its option and acquired a 3/26e NSR royalty on the silver production from Copperwood and White Pine (the remaining option can be exercised by Osisko for US$23.0 million).
(vii) The 3% NSR royalty is on the core resource area; a separate 1% is applicable on the periphery of the property.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
Main Producing Assets
Geographical Distribution of Assets
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
Royalty, stream and offtake interests transactions
Spring Valley royalty portfolio
On April 15, 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). The acquisitions were funded through cash on hand. Four of the royalties are on claims overlying the Spring Valley project, and increase 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 has agreed to acquire a 1.0% NSR royalty. Osisko has also agreed to acquire a 0.5% NSR royalty and 30% gold and silver offtake right covering the Almaden Project in western Idaho.
Conversion of the Parral offtake to a gold and silver stream
On April 29, 2021, GoGold and Osisko Bermuda entered into an agreement to convert the current gold and silver offtake into a gold and silver stream. Under the stream, Osisko Bermuda will receive, 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. Osisko has currently no other offtake agreement in production.
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 open pit 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").
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.
Update on operations
On January 25, 2021, Yamana reported production guidance of 700,000 ounces of gold at Canadian Malartic for the year 2021.
On July 28, 2021, Agnico Eagle reported gold production of 184,212 ounces of gold during the second quarter at Canadian Malartic. Gold production increased when compared to the prior-year period primarily due to higher throughput levels and higher gold grades. The higher throughput primarily resulted from strong operational performance and continuous operation through the quarter while, in the prior-year period, the operations were suspended from March 23, 2020 to April 17, 2020 due to the Quebec Order. The higher gold grade primarily resulted from increased sourcing of ore from the higher grade Barnat pit in the second quarter of 2021 while, in the prior-year period, lower grade stockpiles were processed during the ramp-up of operations following the Quebec Order.
For more information, refer to Yamana's press release dated January 25, 2021 entitled "Yamana Gold Provides 2021-2023 Guidance and Ten-Year Overview" and Agnico Eagles' press release dated July 28, 2021 entitled "Agnico Eagle Reports Second Quarter 2021 Results - Strong Operating Results With Record Safety Performance; Reintegration of Nunavummiut Workforce Underway at Meliadine and Meadowbank; Underground Development and Surface Construction Proceeding as Planned at Odyssey", both filed on www.sedar.com.
Odyssey Underground Mine Project Construction
Following the completion of an internal technical study in late 2020, the Partnership has approved the construction of a new underground mining complex at the Odyssey project. The project is described in a NI 43-101 Preliminary Economic Assessment technical report filed on SEDAR in March 2021. The basis for the mine plan is a potentially mineable resource of 7.29 million ounces (6.18 million tonnes of 2.07 g/t Au indicated resources and 75.9 million tonnes of 2.82 g/t Au inferred resources). The East Gouldie deposit makes up most of this mineral inventory, whose total inferred resources contains 6.42 million ounces (62.9 million tonnes of 3.17 g/t Au). Combined with the East Malartic and Odyssey deposits the total underground inferred resources contains 13.8 million ounces (177.5 million tonnes of 2.42 g/t Au), as well as indicated resources of 0.86 million ounces (13.3 million tonnes of 2.01 g/t Au). More detail can be found in Agnico Eagles' press release dated February 11, 2021 entitled "Agnico Eagle Reports Fourth Quarter and Full Year 2020 Results" and filed on www.sedar.com.
The Odyssey project hosts three main underground-mineralized zones, which are East Gouldie, East Malartic, and Odyssey, the latter of which is sub-divided into the Odyssey North, Odyssey South and Odyssey Internal zones. For the purpose of the technical study, mineable stope shapes were generated using a gold price of US$1,250 per ounce, consistent with the price used for estimating Canadian Malartic open pit mineral reserves. The shallow mineralized zones located above 600 metres below surface will be mined using a ramp from surface. The deeper mineralized zones will be mined with a production shaft. In December 2020, ramp development was started on the Odyssey project in order to facilitate underground conversion drilling in 2021 and provide access to the Odyssey and East Malartic deposits. At year-end 2020, the ramp had progressed 102 metres, and an additional 1,500 metres of ramp development is planned in 2021.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
Production via the ramp is expected to begin at Odyssey South in late 2023, increasing up to 3,500 tonnes per day in 2024. Collaring of the shaft and installation of the headframe commenced in the second quarter of 2021, with shaft sinking activities expected to begin in late 2022. The shaft will have an estimated depth of 1,800 metres, an expected capacity of approximately 20,000 tonnes per day, and the first loading station is expected to be commissioned in 2027 with modest production from East Gouldie. The East Malartic shallow area and Odyssey North are scheduled to enter into production in 2029 and 2030 respectively.
The forecast parametres surrounding the company's proposed operations at the Odyssey project were based on the Preliminary Economic Assessment, which is preliminary in nature and includes inferred mineral resources that are too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves and there is no certainty that the forecast production amounts will be realized.
Average annual payable production is approximately 545,400 ounces of gold from 2029 to 2039, with total cash costs per ounce of approximately US$630. Sustaining capital expenditures are expected to gradually decline from 2029 to 2039, with an expected average of approximately US$56 million per year. Using a gold price of US$1,550 per ounce and a C$/US$ foreign exchange rate assumption of 1.30, the Odyssey project has an after-tax internal rate of return of 17.5% and an after-tax net present value (at a 5% discount rate) of US$1.143 billion. The project has excellent exploration potential and is currently expected to have a mine life of 17 years.
At Odyssey, the East Gouldie deposit has the highest tonnage and grade and contains more than 70% of the total ounces produced. The focus of the ongoing diamond drilling campaign from surface is to further define high quality mineral resources by the beginning of 2023 with a drill hole spacing of 75 metres. Improving the geological confidence of the mineral resources is expected to further de-risk the future production. With additional exploration, the company believes that additional mineralization will come into the mine plan in the coming years.
Drill hole RD21-4680A intersected 2.7 g/t Au over an estimated true width of 10.9 metres at 1,995 metres depth, including 3.1 g/t over 7.2 metres at 1,993 metres depth. This mineralized interval is located on the projection of the East Gouldie plane and exhibits a similar mineralization style to East Gouldie, with disseminated pyrite associated with sheared and altered metasedimentary rock. This new intercept is located 970 metres east of the easternmost drill hole completed to date into the East Gouldie mineralized envelope and 1,150 metres from the current eastern limit of the East Gouldie mineral resources reported at year-end 2020. The Company considers this result significant as it opens the possibility for significant expansion of the East Gouldie zone to the east.
The above intercept in hole RD21-4680A is within the Canadian Malartic property and only 120 metres west of the boundary with the contiguous Rand Malartic property; and likely within Osisko's 5% NSR boundary. Exploration will continue with wide step out drilling planned on both the Rand Malartic and Canadian Malartic properties to define the extent of the new mineralized zone in this area.
For additional information, please refer to Yamana's press release dated April 28, 2021 entitled "Yamana Gold Reports Strong First Quarter 2021 Production Results and Cash Flows; Canadian Malartic and Minera Florida Post Standout Quarters; Jacobina Achieves All-Time Monthly High Production in March; Adopts Comprehensive Tailings Management Strategy at Jacobina that Includes Hydraulic Backfill; Identifies Potentially Significant Extension to East Gouldie Zone" and Agnico Eagle's press release dated July 8, 2021 entitled "Agnico Eagle Provides an Update on Exploration Results for H1 2021: Discovery of a New Mineralized Horizon 400m South of East Gouldie Deposit; Additional High-Grade Gold-Copper in Footwall Zone at Upper Beaver in Kirkland Lake; Exploration at Hope Bay Confirms Expansion Potential of Doris and Madrid Deposits; Drilling at Kittila Yields Deepest Ore Grade Intersection", both filed on www.sedar.com.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
Malartic Exploration Update
On July 8, 2021, Agnico Eagle released an exploration update for the ongoing 141,400 metres drill program on their Malartic property. Infill drilling continues to return solid results in the core of the East Gouldie deposit, with recent results returning up to 6.0 g/t Au over 52.0 metres at 1,109 metres depth, including 8.9 g/t Au over 21.0 metres at 1,102 metres depth. The eastern extension of the deposit continues to be tested and a new mineralized horizon was discovered approximately 400 metres south of East Gouldie. This new zone was intercepted in hole RD20-4674 and returned 3.5 g/t Au over 8.6 metres at 2,103 metres depth. It appears nearly parallel to the East Gouldie zone with similar mineralization and alteration characteristics representing a promising target to continue to investigate and further demonstrating the potential to make additional new discoveries in proximity to the planned underground mine infrastructure.
Recent results in the Chert zone also suggest the potential to add additional mineral resources between the East Malartic and East Gouldie deposits. The size and shape of the Chert zone is not well understood yet, but recent results of drill hole MEX20-164WD, returned 7.0 g/t Au over 77.9 metres core length at 890 metres depth. At East Amphi, recent work suggests that the mineralization remains open at depth below the historical underground mine, with hole EA21-4197 intersecting 2.0 g/t Au over an estimated true width of 29.8 metres at 544 metres depth. This broad mineralized zone is comprised of several higher-grade sub-zones.
The first underground drill rig is planned to be mobilized in early July in the Odyssey project ramp, and will mainly be dedicated to the conversion of inferred mineral resources to indicated mineral resources at Odyssey South.
For additional information, please refer to Agnico Eagle's press release dated July 8, 2021 entitled "Agnico Eagle Provides an Update on Exploration Results for H1 2021: Discovery of a New Mineralized Horizon 400m South of East Gouldie Deposit; Additional High-Grade Gold-Copper in Footwall Zone at Upper Beaver in Kirkland Lake; Exploration at Hope Bay
Confirms Expansion Potential of Doris and Madrid Deposits; Drilling at Kittila Yields Deepest Ore Grade Intersection" and filed on www.sedar.com.
Mantos Blancos Stream (Mantos Copper Holding SpA)
Osisko owns a 100% silver stream on the Mantos Blancos mine, which is owned and operated by Mantos Copper Holding SpA ("Mantos"), a private mining company focused on the extraction and sale of copper. Mantos owns and operates the Mantos Blancos mine and Mantoverde project, located in the Antofagasta and Atacama regions in northern Chile.
Under the stream, Osisko will receive 100% of the payable silver from the Mantos Blancos copper mine until 19.3 million ounces have been delivered (2.4 million ounces have been delivered at June 30, 2021), 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 Mantos to Osisko Bermuda Limited ("OBL"), a wholly-owned subsidiary of Osisko.
Update on operations
As per Mantos, production at the Mantos Blancos mine and concentrator plant for the second quarter of 2021 of 201,958 ounces of payable silver was higher than the 168,503 ounces of payable silver in the first quarter of 2021, due to higher material milled as a consequence of the major maintenance done during the first quarter of 2021 and higher grades (7.92 g/t vs 6.76 g/t), partially offset by lower recoveries (78.7% vs 79.2%).
The Mantos Blancos Concentrator Debottlenecking Project ("MB-CDP") has achieved a total progress of 92%. The completion of project construction has been delayed due to the main contractor declaring Force Majeure impacts as a result of the Covid-19 pandemic. The main project milestones have been modified and the updated completion date (i.e. plant reaching nameplate capacity) is rescheduled to the first quarter of 2022.
The expansion is expected to increase the throughput of the operation's sulphide concentrator plant from 4.3 million tonnes per year to 7.3 million tonnes per year and extend the life of the mine to 2035. Life-of-mine deliveries of refined silver to Osisko following commissioning of the expansion are expect to total approximately 14.5 million ounces, with annual deliveries during the first five years expected to average approximately 1.3 million ounces of refined silver.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
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 on September 18, 2019.
On October 8, 2019, Victoria made its first shipment of doré from the Eagle Gold mine and on July 1, 2020, commercial production was declared.
Update on operations
On March 1, 2021, Victoria reported production guidance of 180,000 - 200,000 ounces of gold at the Eagle Gold mine. Mining, crushing and ore stacking on the heap leach pad are all expected to operate at full capacity during 2021 while gold production, which lags mining and stacking activities in heap leach operations, will continue to build up through the first half of 2021 reaching full capacity in the second half of 2021. Gold production is expected to be strongly weighted to the second half of the year due to the seasonal stacking of ore on the Eagle leach pad, which is curtailed for the 90 coldest days of the year, from January through March. During this no stacking period, mining operations, primary crushing and stockpiling of ore continues with ongoing leaching and gold production.
On April 6, 2021, Victoria announced the initiation of the "Project 250", aimed at increasing the average annual gold production of the Eagle gold mine to 250,000 ounces gold by 2023. The two primary opportunities to increase production are the scalping of fine ore from the crushing circuit and adjusting the seasonal stacking plan. Scalping of fine ore is expected to reduce wear and energy requirements as well as increase overall capacity of the crushing circuit. Further investigation is underway on year-round stacking of ore to the heap leach pad. Early engineering on Project 250 is expected to be complete in the second half of 2021.
On July 12, 2021, Victoria reported gold production of 32,140 ounces in the second quarter of 2021, a 12% increase from the same period in 2020. Ore and waste tonnes mined as well as strip ratio in the second quarter of 2021 were similar to the same period of 2020. Tonnes stacked were 8% higher in the second quarter of 2021 versus the second quarter of 2020 and were 10% higher year-to-date compared to the same period last year. Production in the first six months of 2021 was 58,899 ounces of gold, an increase of 51% over the same period in 2020.
Reserve and resource estimates
The Eagle and Olive deposits include proven and probable reserves of 3.3 million ounces of gold at July 1, 2019, from 155 million tonnes of ore with an average grade of 0.65 g/t Au, as outlined in a Technical Report, dated December 6, 2019. At July 1, 2019, the Eagle pit was estimated to contain 4.4 million ounces of gold in the measured and indicated category (217 million tonnes averaging 0.63 g/t Au), inclusive of proven and probable reserves, and a further 0.4 million ounces in the inferred category (21 million tonnes averaging 0.52 g/t Au). The Olive pit was estimated to contain 0.3 million ounces of gold in the measured and indicated category (10 million tonnes averaging 1.07 g/t Au), inclusive of proven and probable reserves, and a further 0.2 million ounces in the inferred category (7 million tonnes averaging 0.89 g/t Au).
For additional information, please refer to Victoria's press release dated March 1, 2021 entitled "Victoria Gold: Eagle Gold Mine 2021 Production Guidance", Victoria's press release dated April 6, 2021 entitled "Victoria Gold: Eagle Gold Mine Q1 2021 Operational Highlights" and Victoria's press release dated July 12, 2021 entitled "Victoria Gold Announces Eagle Gold Mine Q2 2021 Production", all 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 property 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.
Update on operations
On December 8, 2020, Newmont provided 2021 guidance for the Éléonore mine of 270,000 ounces of gold.
On July 22, 2021, Newmont announced sales of 67,000 gold ounces in the second quarter of 2021 for a total of 128,000 gold ounces in the first six months of 2021.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
Reserve and resource estimates
On February 10, 2021, Newmont updated its mineral reserve and resource estimates for the Éléonore mine as at December 31, 2020. Proven and probable gold mineral reserves and resources remained relatively unchanged after depletion. Proven and probable gold mineral reserves as of December 31, 2020 totaled 1.26 million ounces (7.8 million tonnes grading 5.0 g/t Au). Measured and indicated gold mineral resources as of December 31, 2020 were estimated at 0.44 million ounces (3 million tonnes grading 4.51 g/t Au). Inferred gold mineral resources as of December 31, 2020 were estimated at 0.46 million ounces (2.5 million tonnes grading 5.65 g/t Au).
For additional information, please refer to Newmont press release dated February 10, 2021 entitled "Newmont Reports 2020 Mineral Reserves of 94 Million Gold Ounces Replacing 80 Percent of Depletion", Newmont's press release dated December 8, 2020 entitled "Newmont Provides 2021 and Longer-term Outlook", and Newmont's press release dated July 22, 2021 entitled "Newmont Announces Solid Second Quarter 2021 Results", all filed on www.sedar.com.
Sasa Stream (Central Asia Metals plc)
Osisko, through OBL, owns a 100% silver stream on the Sasa mine, operated by Central Asia Metals plc ("Central Asia") and located in Macedonia. The Sasa mine is one of the largest zinc, lead and silver mines in Europe, producing approximately 30,000 tonnes of lead, 22,000 tonnes of zinc and 400,000 ounces of silver in concentrates per annum. OBL's entitlement under the Sasa stream applies to 100% of the payable silver production in exchange for US$5 per ounce (plus refining costs) of refined silver increased annually from 2017, based on inflation (currently US$5.96 per ounce).
Update on operations
On July 8, 2021, Central Asia reported sales of 151,009 ounces of payable silver for the first half of 2021 (78,227 ounces and 72,782 ounces in the first and second quarters, respectively).
For more information on the Sasa mine, refer to Central Asia's press release dated July 8, 2021, entitled "H1 2021 Operations Update" available on their website at www.centralasiametals.com.
Seabee Royalty (SSR Mining Inc.)
Osisko holds a 3% NSR royalty on the Seabee gold operations operated by SSR Mining Inc. ("SSR Mining") and located in Saskatchewan, Canada.
Update on operations
On January 19, 2021, SSR Mining reported that it expects to produce 95,000 to 105,000 ounces of gold at Seabee in 2021.
On August 4, 2021, SSR Mining announced record production of 36,994 ounces of gold in the second quarter of 2021 as head grades improved to 13.19 g/t Au.
Reserve and resource estimates
On March 30, 2021, SSR Mining reported its updated mineral reserves and mineral resources as of December 31, 2020. At the Seabee gold operation, exploration activities were impacted in 2020 due to the COVID-19 pandemic, limiting exploration during the year. Mineral reserves totaled 493,000 ounces of gold (1.6 million tonnes at an average gold grade of 9.83 g/t) at year-end 2020, a decrease of 1% compared to year-end 2019. The slight decrease in reserves is due to depletion at Santoy 8 and 9, offset by mineral resource to reserve conversion at Santoy 8 and 9 and the Gap HW based on infill drilling. Measured and indicated mineral resources totaled 1,003,000 ounces of gold (3.0 million tonnes at an average gold grade of 10.38 g/t) at year-end 2020, compared to 1,050,000 ounces (3.1 million tonnes at an average gold grade of 10.61 g/t) at year-end 2019. At year-end 2020, inferred mineral resources totaled 507,000 ounces of gold (2.03 million tonnes at an average gold grade of 7.77 g/t) compared to 583,000 ounces of gold (2.13 million tonnes at an average gold grade of 8.50 g/t) at year-end 2019, with the majority of the decrease resulting from the upgrading of some of the Gap HW and Santoy 9 inferred resources to measured and indicated mineral resources. Mineral resources and reserves development drilling will continue at Seabee in 2021 with a focus on Gap HW and the newly discovered adjacent Santoy hanging wall.
For more information, refer to SSR Mining's press release dated January 19, 2021 entitled "SSR Mining Achieves 2020 Production Guidance and Provides Full Year 2021 Outlook of 720,000 to 800,000 Gold Equivalent Ounces at AISC of $1,050 to $1,110 per Ounce", SSR Mining's press release dated March 30, 2021 entitled "SSR Mining Reports Mineral Reserves And Resources for Year-End 2020" and SSR Mining's press release dated August 4, 2021 entitled "SSR Mining Reports Second Quarter 2021 Results Continuing Its Exceptional Track Record of Operational and Financial Delivery", all filed on www.sedar.com.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
Gibraltar Stream (Taseko Mines Limited)
Osisko owns a 100% silver stream on Taseko Mines Limited's ("Taseko") attributable portion of the Gibraltar copper mine ("Gibraltar"), held by Gibraltar Mines Ltd. ("Gibco") and located in British Columbia, Canada. Under the stream agreement, Osisko will receive from Taseko an amount equal to 100% of Gibco's share of silver production (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 (prior to April 2020, the Company paid US$2.75 per ounce of silver). As of June 30, 2021, a total of 0.8 million ounces of silver have been delivered under the stream agreement.
After a period of cost containment in early 2020, rebounding copper prices allowed Taseko to revert to normal mining rates which started increasing in September 2020.
Island Gold Royalty (Alamos Gold Inc.)
Osisko owns NSR royalties ranging from 1.38% to 3.00% on the Island Gold mine property (certain parts of the property are not covered by the royalties), operated by Alamos Gold Inc. ("Alamos") and located in Ontario, Canada. In August 2020, the Company acquired the remaining 15% royalty interests that it did not already hold in a portfolio of assets, including NSR royalties on the Island Gold mine.
Update on operations
On December 9, 2020, Alamos reported its 2021 guidance for Island Gold of 130,000 to 145,000 ounces of gold.
On July 28, 2021, Alamos reported quarterly gold production at Island Gold of 33,200 ounces, reflecting lower grades mined and processed, which are expected to remain at similar levels in the third quarter, before increasing slightly in the fourth quarter. A total of $25.0 million has been budgeted for exploration at Island Gold, a significant increase from $12.9 million spent in 2020. The larger program will follow up on another extremely successful drilling campaign in 2020.
On July 14, 2020, Alamos reported results of the positive Phase III expansion study conducted on its Island Gold mine. Based on the results of the study, Alamos is proceeding with an expansion of the operation to 2,000 tonnes per day. This follows a detailed evaluation of several scenarios which demonstrated the shaft expansion as the best option, having the strongest economics, being the most efficient and productive, and the best positioned to capitalize on further growth in mineral reserves and resources. The Phase III expansion is expected to drive average annual gold production to 236,000 ounces per year starting in 2025 upon completion of the shaft, representing a 70% increase from 2020 production. The Phase III expansion study was based on mineral reserves and resources at Island Gold as of December 31, 2019 and does not include the significant growth over the past year as outlined in the 2020 year-end Mineral Reserve and Resource statement. Alamos is currently focused on permitting and detailed engineering of the shaft and associated infrastructure, including the hoisting plant and surface civil works. Project tendering and contract awarding remains ongoing, with procurement of long lead time items scheduled for later this year. Shaft expansion permitting is anticipated to be completed in 2022 with the sinking of the shaft expected to begin in 2023.
Reserves and resources update
On February 23, 2021, Alamos reported its updated mineral reserves and resources as of December 31, 2020. Island Gold's mineral reserves and resources increased a combined 1.0 million ounces, net of mining depletion, including: an 8% increase in proven and probable mineral reserves to 1.3 million ounces (4.2 million tonnes grading 9.71 g/t Au), a 40% increase in inferred mineral resources to 3.2 million ounces (6.9 million tonnes grading 14.43 g/t Au) with grades also increasing 9%, reflecting further higher grade additions in Island East, for combined mineral reserves and resources now total 4.7 million ounces, a 27% increase from the end of 2019. Growth highlights significant upside potential to Phase III Expansion Study.
Exploration update
On June 15, 2021, Alamos reported the best hole drilled to date at the Island Gold mine with 71.2 g/t Au (39.2 g/t cut) over 21.3 metres true width. This hole is outside of existing resources and extends mineralization further into Osisko's 2% NSR royalty claims. Exploration success over the past year has continued driving another one million ounce increase in resources and reserves at Island Gold and the latest results are expected to add further resource growth. The ore body remains open laterally and down plunge highlighting the ongoing upside to the Phase III Expansion.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
For more information, refer to Alamos' press release dated December 9, 2020 entitled "Alamos Gold Provides 2021 Production and Operating Guidance", Alamos' press release dated February 23, 2021 entitled "Alamos Gold Reports Mineral Reserves and Resources for the Year-Ended 2020", Alamos' press release dated June 15, 2021 entitled "Alamos Gold Reports Best Hole Drilled to Date at Island Gold (71.21 g/t Au (39.24 g/t cut) over 21.33 m true width), Extending High-Grade Gold Mineralization Down-Plunge from Existing Mineral Resources", and Alamos' press release dated July 28, 2021 entitled "Alamos Gold Reports Second Quarter 2021 Results", all 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 became a 35.1% shareholder of the company holding the Renard diamond mine, Stornoway Diamonds (Canada) Inc., 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
Stornoway announced in April 2020 that it had decided to keep the mine on care and maintenance, given the structural challenges affecting the diamond market sales as well as the depressed prices for diamonds due to COVID-19. The mine restarted its activities in September 2020.
Stornoway's focus has been on cost reduction while the diamond market recovers. In the fourth quarter of 2020, Stornoway conducted two sales: in the first sale the company sold 203,491 carats at an average price per carat of US$70.66 and in the second sale, the company sold 253,842 carats at a price of US$79.70 per carat, a significant improvement over pre-COVID pricing levels. In the first quarter of 2021, Stornoway completed two sales for a total of 444,936 carats at an average price of US$74.03 per carat. In the second quarter of 2021, Stornoway completed two sales for a total of 439,028 carats at an average price of US$83.80 per carat, which include the June sale where 248,156 carats were sold at an average price of US$87.38 per carat. In July, Stornoway completed a fifth sale with an average price of US$93.50 per carat; a continued upward trend.
Stornoway's cost reductions, coupled with strengthening diamond prices resulted in positive cash generation from Renard and no additional drawdowns on the company's working capital facility during the first half of 2021. Osisko has agreed to defer payments from the stream until April 2022. Payments can be made prior to this date if the financial situation of Stornoway permits.
Equity Investments
The Company's assets include a portfolio of shares, mainly of publicly traded exploration and development mining companies. Osisko invests, and intends to continue to invest, from time to time in companies where it holds a royalty, stream or 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 Mining Inc. ("Osisko Mining"), Osisko Metals Inc. ("Osisko Metals") and Falco Resources Ltd. ("Falco"). Certain equity positions, including Falco, were transferred to Osisko Development as part of the reverse take-over transaction completed in the fourth quarter of 2020.
Osisko Gold Royalties and Osisko Development may, from time to time and without further notice except as required by law or regulations, increase or decrease their investments at their discretion.
During the three and six months ended June 30, 2021, Osisko acquired equity investments for $1.5 million and $6.9 million ($0.8 million and $5.5 million respectively acquired by Osisko Gold Royalties Ltd and $0.7 million and $1.4 million acquired by Osisko Development) and disposed investments for $8.3 million and $28.1 million (nil and $4.9 million sold by Osisko Gold Royalties Ltd and $8.3 million and $23.2 million sold by Osisko Development, respectively).
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter 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 June 30, 2021 (in thousands of dollars):
|
|
|
Osisko Gold Royalties |
|
Osisko Development |
|
Consolidated |
|||
|
Investments |
|
Carrying |
Fair Value (ii) |
|
Carrying |
Fair value (ii) |
|
Carrying |
Fair value (ii) |
|
|
|
$ |
$ |
|
$ |
$ |
|
$ |
$ |
|
|
|
|
|
|
|
|
|
|
|
|
Associates |
|
114,947 |
168,425 |
|
11,307 |
29,888 |
|
126,254 |
198,313 |
|
Other |
|
19,739 |
19,739 |
|
73,997 |
73,997 |
|
93,736 |
93,736 |
|
|
|
134,686 |
188,164 |
|
85,304 |
103,885 |
|
219,990 |
292,049 |
(i) The carrying value corresponds to the amount recorded on the consolidated balance sheet, which is the equity method for investments in associates and the fair value for the other investments, as per IFRS 9, Financial Instruments.
(ii) The fair value corresponds to the quoted price of the investments in a recognized stock exchange as at June 30, 2021.
Main Investments
The following table presents the main investments of the Company in marketable securities as at June 30, 2021:
|
Investment |
|
Company Holding the Investment |
|
Number of Shares Held |
|
Ownership |
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
Osisko Mining |
|
Osisko Gold Royalties |
|
50,023,569 |
|
14.0 |
|
Osisko Metals |
|
Osisko Gold Royalties |
|
31,127,397 |
|
16.3 |
|
Falco |
|
Osisko Development (i) |
|
41,385,240 |
|
18.2 |
|
Mineral Alamos |
|
Osisko Development (i) |
|
76,080,000 |
|
17.2 |
(i) The investments are held by Barkerville Gold Mines Ltd, a wholly-owned subsidiary of Osisko Development.
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, for which a positive preliminary economic assessment was released in April 2021.
In February 2021, Osisko Mining announced an updated mineral resource estimate on Windfall, increasing the measured and indicated mineral resource estimate by 54% and the measured and indicated mineral resource grade to 9.6 g/t Au. The measured and indicated mineral resources on the Windfall gold project are now estimated at 1,857,000 ounces (6,023,000 tonnes grading 9.6 g/t Au) and inferred mineral resources are estimated at 4,244,000 ounces (16,401,000 tonnes grading 8.0 g/t Au. For more information, refer to Osisko Mining's press release dated February 17, 2021 entitled "Osisko Mining Updates Windfall Mineral Resource Estimate", filed on www.sedar.com.
In March 2021, Osisko Mining announced that it has placed an order for grinding equipment and ancillaries from FLSmidth, a leading technology and equipment supply company, for its 100% owned Windfall gold project. The order consists of a 7.3 metres (24 foot) diameter x 3.4 metres (11 foot) long gear-driven semi-autogenous grinding (SAG) mill and a 5.2 metres (17 foot) diameter x 9.4 metres (31 foot) long gear-driven ball mill. The grinding mills have a capacity of processing up to 176.6 dry tonnes per hour, or 3,900 tonnes per day based on 92% availability. The equipment is expected to be delivered to the Windfall project in the second half of 2022. Installation will follow pending successful receipt of all permits and authorizations. For more information, refer to Osisko Mining's press release dated March 9, 2021 entitled "Osisko Mining Orders Milling Equipment for Windfall", filed on www.sedar.com.
In April 2021, Osisko Mining released an updated preliminary economic assessment with a 39% after-tax internal rate of return and a $1.5 billion after-tax net present value, using a gold price of US$1,500 per ounce. The updated preliminary economic assessment shows an average gold production of 238,000 ounces per year of an 18 year life-of-mine. The first seven years of full production is expected to average 300,000 ounces per year average at an average diluted grade of 8.1 g/t Au. For more information, refer to Osisko Mining's press release dated April 7, 2021 entitled "Osisko Mining Delivers Positive Pea Update for Windfall", filed on www.sedar.com.
Osisko Mining continues to intersect significant mineralization at the Windfall gold project from both infill and expansion drilling, including 232 g/t Au over 2,0 metres, 385 g/t Au over 2.1 metres and 296 g/t Au over 2.0 metres. A new mineralized system has been intersected approximately 1 kilometre north of the known deposits that has been named "Golden Bear". The discovery hole returned 27.4 g/t Au over 6.7 metres and is being followed up to define the geometry and potential scale. The new discovery highlights the overall prospectivity of the 2,700 square kilometre land package, as over 95% of Osisko Mining's drilling in the past five years has been focused on the Windfall deposit. For more information, please refer to Osisko Mining's press releases available on www.sedar.com and on their website (www.osiskomining.com).
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
As at June 30, 2021, the Company held 50,023,569 common shares representing a 14.0% interest in Osisko Mining (14.5% as at December 31, 2020). The Company concluded that it exercises significant influence over Osisko Mining and accounts for its investment using the equity method.
Osisko Metals Incorporated
Osisko Metals is a Canadian base metal exploration and development company with a focus on zinc mineral assets. The company's flagship properties are the Pine Point mining camp, located in the Northwest Territories and the Bathurst mining camp, located in northern New Brunswick. The Company owns a 2.0% NSR royalty on the Pine Point mining camp (acquired in January 2020) and a 1% NSR royalty on the Bathurst mining camp.
Pine Point
On January 11, 2021, Osisko Metals announced its 2021 exploration and development plans for Pine Point, including an updated preliminary economic assessment and submission of the environmental assessment initiation package. On receipt of a positive decision on the environmental assessment, expected in the third quarter of 2023, the project permitting phase will commence and is expected to be completed by the third quarter of 2024.
On June 15, 2020, Osisko Metals released a positive independent preliminary economic assessment on the Pine Point project, including the results of an updated mineral resource estimate that converted approximately 25.5% of the global resource to the indicated mineral resource category. The preliminary economic assessment showed an estimated internal rate of return of 29.6% and a mine life of 10 years. The updated mineral resource estimate highlighted indicated mineral resources of 12.9 million tonnes grading 6.29% zinc equivalent ("ZnEq") (4.56% Zn and 1.73% Pb). Inferred mineral resources are estimated at 37.6 million tonnes grading 6.80% ZnEq (4.89% Zn and 1.91% Pb). For more information, refer to Osisko Metals' press release dated June 15, 2020 entitled "Osisko Metals Releases Positive Pine Point PEA", filed on www.sedar.com.
As at June 30, 2021, the Company held 31,127,397 common shares representing a 16.3% interest in Osisko Metals (17.4% as at December 31, 2020). The Company concluded that it exercises significant influence over Osisko Metals and accounts for its investment using the equity method.
Falco Resources Ltd.
Falco's main asset is the Horne 5 gold project, for which a positive updated feasibility study was released in March 2021. For more information, refer to Falco's press release dated March 24, 2021 and entitled "Updated Feasibility Study Confirms Significant Value of the Horne 5 Project" and filed on www.sedar.com.
The feasibility study was updated to reflect the improved commodity prices, the silver stream financing arrangement with Osisko and the copper and zinc concentrate offtake agreements with Glencore Canada Corporation and its affiliated companies ("Glencore"). The capital and operating costs were reviewed to reflect current market conditions for labour, supplies and services. At a gold price of $1,600 per ounce, the updated feasibility study shows that the Horne 5 Project would generate an after-tax net present value, at a 5% discount rate, of $761 million and an after-tax internal rate of return of 18.9%.
In June 2021, Falco entered into an agreement in principle with Glencore establishing the framework of the terms and conditions (the "Agreement in Principle") pursuant to which the parties will enter into the Principal Operating License and Indemnity Agreement (the "OLIA") in order to enable Falco to develop and operate its Horne 5 project. It is anticipated that the OLIA will be finalized in the third quarter of 2021. The Agreement in Principle outlines the terms to be included in the OLIA which will establish the framework to govern Falco's development and operation of its Horne 5 project, including:
- The creation of Technical and Strategic Committees, comprised of both Glencore and Falco representatives, to collaborate in the successful and safe development and operation of the Horne 5 Project and to capitalize on the many synergies between the parties;
- The right to appoint one Glencore representative on Falco's Board;
- Rights of access, use and transformation rights in favour of Falco; and
- Financial assurance including guarantees, and indemnification to cover risks to Glencore's copper smelting operations (the "Horne Smelter").
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
For more information, refer to Falco's press release dated June 28, 2021 entitled "Falco Enters into an Agreement in Principle with Glencore Regarding Horne 5 Development and Operating License", filed on www.sedar.com.
In June 2021, Falco also entered into an option agreement granting Falco the sole and exclusive right to acquire an undivided one hundred percent ownership interest in the Norbec and Millenbach sites located in the vicinity of the City of Rouyn-Noranda. The properties will serve as the tailings management facilities and are located at a former tailings facility (the old Norbec Mine), which has already been impacted by historical mining activities and is situated approximately 11 kilometres from the Horne 5 project's mining complex site. The use of this previously impacted site is consistent with Falco's environmental, social and governance strategies. For more information, refer to Falco's press release dated June 30, 2021 entitled "Falco Enters into an Option Agreement with First Quantum for its Future Tailings Management Facility Site", filed on www.sedar.com.
In February 2019, Osisko provided Falco with a senior secured silver stream credit facility ("Falco Silver Stream") with reference to up to 100% of the future silver produced from the Horne 5 property ("Horne 5") located in Rouyn-Noranda, Québec. As part of the Falco Silver Stream, Osisko will make staged upfront cash deposits to Falco of up to $180.0 million and will make ongoing payments equal to 20% of the spot price of silver, to a maximum of US$6.00 per ounce. The Falco Silver Stream is secured by a first priority lien on the project and all assets of Falco. The first installment of $25.0 million was made at the closing of the Falco Silver Stream.
As at June 30, 2021, Osisko Development held 41,385,240 common shares representing an 18.2% interest in Falco (18.2% as at December 31, 2020). The Company concluded that it exercises significant influence over Falco and accounts for its investment using the equity method.
Minera Alamos Inc.
Minera Alamos is a gold development company that is expected to join the ranks of gold producers in 2021. The company has a portfolio of high-quality Mexican assets, including the 100%-owned Santana open-pit, heap-leach development project in Sonora currently under construction, which is expected to have its first gold production in the third quarter of 2021. The Company owns a 3.0% NSR royalty on the Santana property.
The La Fortuna open pit gold project in Durango (100%-owned) is described in a positive preliminary economic assessment. As at the end of 2020, the company had received all required permits to allow a future construction decision. Osisko owns an option to acquire a 4% NSR royalty on the La Fortuna project for $9.0 million.
For more information, refer to Minera Alamos' press release dated June 21, 2021 entitled: "Santana Project Operations Update Gold Leach Pad and Plant Nears Commissioning" and Minera Alamos' press release dated November 24, 2020 entitled: "Minera Alamos Provides an Update on Federal Permit Approvals for the Fortuna Gold Project, Durango, Mexico", available on www.sedar.com under Minera Alamos' profile.
As at June 30, 2021, Osisko Development held 76,080,000 common shares representing a 17.2% interest in Minera Alamos (17.3% as at December 31, 2020).
Sustainability Activities
Osisko views sustainability as a key part of its strategy to create value for its shareholders and other stakeholders.
The Company focuses on the following key areas:
- Promoting the mining industry and its benefits to society;
- Maintaining strong relationships with the Federal government and the Provincial, Municipal and First Nations governments;
- Supporting the economic development of regions where Osisko operates (directly or indirectly through its interests);
- Supporting university education in mining fields and employee development;
- Promoting diversity throughout the organization and the mining industry; and
- Encouraging our partners companies to adhere to the same areas of focus in sustainability.
In April 2021, Osisko Gold Royalties released its inaugural ESG report. In addition to a discussion of corporate governance practices, the report provides a focused review of how Osisko assesses potential investments through its diligence process and monitors existing assets to ensure the Company is well positioned to deliver growth responsibly.
As part of its broader ESG initiative, Osisko Gold Royalties is proud to have joined the UN Global Compact, the world's largest voluntary corporate sustainability initiative, with over 12,500 participants across 160 countries. The UN Global Compact is based on ten universally accepted principles in the areas of human rights, labour, environment and anti-corruption. By signing onto the initiative, Osisko Gold Royalties has committed to align with these principles, intended to promote and strengthen responsible corporate policies and practices worldwide. As part of its commitment, Osisko Gold Royalties will release an annual communication on progress that outlines the Company's efforts to operate responsibly and implement the ten principles.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
Osisko also proudly announced a strategic partnership with Carbon Streaming Corporation ("Carbon Streaming") to help promote global decarbonization and biodiversity projects. The group's management team consists of seasoned executives with significant streaming expertise and recognized climate change experts. Carbon Streaming's business model is to fund carbon-offset projects that avoid, reduce or remove GHG emissions globally. Osisko's investment totals $9.2 million for a 9.5% partially diluted stake in the company, which has been able to raise approximately $182.9 million privately. The investment affords Osisko a 20% right to participate in any streaming transactions conducted by Carbon Streaming under certain circumstances. Beyond the potential to offset the Company's indirect carbon emissions, Osisko expects potential synergies with current and future mine operators in its traditional royalty and stream business. Mining operations afford significant opportunities to generate carbon credits through ancillary projects that are value enhancing for the mine, the neighboring communities (through employment and conservation) and the environment overall.
Mining Exploration and Evaluation / Development Activities
Following the spin-out of the mining activities of Osisko Gold Royalties to Osisko Development in November 2020, all mining exploration, evaluation and development assets and activities are now held, operated and financed exclusively by Osisko Development.
During the three and six months ended June 30, 2021, investments in mining assets and plant and equipment amounted to respectively $65.1 million and $104.8 million, mostly on the Cariboo gold property, Bonanza Ledge Phase 2 project and San Antonio gold project, all operated by Osisko Development.
Cariboo gold property
Exploration activities
During the six months ended June 30, 2021, a total of approximately 93,000 metres (approximately 100,000 metres at the date of this MD&A) were drilled as part of the exploration and category conversion program at the Cariboo gold property on Mosquito Creek (10,000 metres), Lowhee (18,000 metres), Valley (33,000 metres) and Shaft (32,000 metres). Up to ten diamond drill rigs were utilized. The drilling confirmed down dip extensions of mineralized vein corridors and high-grade intercepts within the current mineral resource estimate. The mineral resource estimate incorporates eight deposit areas; the Shaft and Mosquito Creek deposits on Island Mountain, Cow and Valley deposits on Cow Mountain, and Lowhee, KL, BC Vein and Bonanza Ledge deposits on Barkerville Mountain, at a cut-off grade of 2.1 g/t Au. The objective of the 2021 exploration and delineation program is to convert inferred resources to indicated resources to support reserves for the ongoing feasibility study and to increase overall ounces in the inferred and indicated resource categories by exploring the depth and strike potential of the known deposits.
During the second quarter of 2021, Osisko Development announced drilling results from the category conversion drill program campaign which included the final assay results form the 2020 exploration and delineation drill campaign on Valley (Cow Mountain), Mosquito and Shaft Zones (Island Mountain) and Lowhee Zones (Barkerville Mountain). For further details on the exploration drilling results, please refer to Osisko Development's press releases filed on SEDAR (www.sedar.com) and on Osisko Development's website (www.osiskodev.com).
Updated mineral resource estimate
In October 2020, Osisko announced an updated mineral resource estimate for the Cariboo gold project of 3.2 million ounces of gold (21.4 million tonnes grading 4.6 g/t Au) in the measured and indicated resource category, and 2.7 million ounces of gold (21.6 million tonnes grading 3.9 g/t Au) in the inferred resource category. Metallurgical testing has shown that the mineralization can be effectively upgraded by flotation and x-ray transmission ore-sorting, owing to the strong association of gold with pyrite. The concentrates can then be processed at the wholly-owned QR mill.
For more information, refer to Barkerville Gold Mines NI 43-101 Technical Report entitled "NI 43-101 Technical Report and Mineral Resource Estimate for the Cariboo Gold Project, British Columbia, Canada" (the "Technical Report") filed on SEDAR (www.sedar.com) on November 17, 2020 under Osisko Gold Royalties' profile.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
2021 objectives
Osisko Development is currently conducting an extensive drilling program of approximately 200,000 metres to expand and delineate the known and new vein corridors and deposits. This exploration is focused on the expansion of the Lowhee Zone and further delineation of the Cow, Valley, Mosquito and Shaft deposits with ten diamond drill rigs. Regional greenfield exploration will occur along the Burns, Yanks and Cariboo Hudson targets and will include geological mapping and geochemical surface sampling.
Osisko Development received the Cow Mountain Underground Bulk Sample Permit in July 2021. Design and development work has been initiated for the underground portal. Osisko Development will also continue developing the Cariboo gold deposit and is working at completing a feasibility study in the first quarter of 2022.
Bonanza Ledge Phase 2 project - Update and impairment
In March 2021, processing of ore commenced at the Bonanza Ledge Phase 2 project and Osisko Development earned their first pre-commercial production revenues of $0.8 million since recommissioning of the Quesnel Regional Mill. This is a small underground satellite project that will help train the workforce and also serve to permanently sequester above-ground waste material from historical operations and mitigate an existing environmental liability.
As a result of operational challenges incurred during the second quarter for 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 mine life. No discount rate was used as the project has 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.
San Antonio gold project
The San Antonio gold project is a past-producing oxide copper mine located in Sonora, Mexico. Osisko Development will initially focus on amending existing permits to transition the mine production to a gold heap leach operation as it continues to evaluate the gold potential of the asset.
In 2020, following the acquisition of the San Antonio project, Osisko Development has concentrated its efforts in obtaining the required permits and amendments to permits to perform its activities. Osisko Development has filed reports for the processing of the gold stockpile on site and for a 15,000-meter drilling program for the Sapuchi, Golfo de Oro and California zones. Osisko Development also initiated the following activities:
- Commencement of the Environmental Impact Manifest (or Manifestacion de Impacto Ambiental or "MIA");
- A baseline study;
- Awarding the Engineering, Procurement, Construction, Management contract for the process of the stockpile; and
- Purchased a mobile crushing unit that is anticipated to be delivered on site in the third quarter of 2021.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
Mineral resource estimate
The processing scenario assumes heap leaching of the mineralized material sourced from open pit mining. The mineral resource has been limited to mineralized material that occurs within optimized pit shells.
San Antonio Gold Project Mineral Resource Estimate
| Category |
Deposit |
Tonnes |
Gold Grade | Silver Grade | Gold Ounces | Silver Ounces |
| ('000) | g/t | g/t | ('000) | ('000,000) | ||
| Inferred |
Golfo de Oro | 11,700 | 1.3 | 2.7 | 503 | 1.0 |
| California | 4,900 | 1.2 | 2.1 | 182 | 0.3 | |
| Sapuchi | 11,100 | 1.0 | 3.4 | 364 | 1.2 | |
| Total Inferred Resources | 27,600 | 1.2 | 2.9 | 1,049 | 2.5 | |
Mineral Resource Estimate notes:
1. The independent and qualified person for the mineral resource estimates, as defined by NI 43-101, is Leonardo de Souza, MAusIMM (CP), of Talisker Exploration Services Inc.
2. The gold cut-off grade applied to oxide, transition and sulphide ore are 0.32 g/t Au, 0.36 g/t Au and 0.42 g/t Au, respectively.
3. These mineral resources are not mineral reserves as they do not have demonstrated economic viability.
4. The mineral resource estimate follows CIM Definition Standards.
5. The estimate is reported for a potential open pit scenario assuming US$1,550 per ounce of gold.
6. Results are presented in-situ. Ounce (troy) = metric tonnes x grade / 31.103. Calculations used metric units (metres, tonnes, g/t). Any discrepancies in the totals are due to rounding effects. Rounding followed the recommendations as per NI 43-101.
7. Talisker Exploration Services Inc. is not aware of any known environmental, permitting, legal, title-related, taxation, socio- political, marketing or other relevant issues that could materially affect the mineral resource estimate other than those that may be disclosed in a NI 43-101 compliant technical report.
2021 Objectives
Osisko Development is focusing on various activities in 2021 that pertain to permitting, local communities relations, exploration drilling and finally the processing of the gold bearing stockpile on site.
Osisko Development will continue the various permitting activities started in 2020. These activities consist of obtaining the permits for the MIA and the change of Use of Land while continuing the work required to complete the environmental and social/community baseline studies. As part of the social/community activities, Osisko Development will continue advancing discussions with the impacted local communities with the objective to reach a long-term agreement.
Furthermore, Osisko Development will continue to work on the details of the plan to start processing the stockpile currently on site with the objective to have loaded carbon available to be shipped and produce gold prior to the end of 2021.
A two phase 45,000-meter drilling campaign was initiated in the first quarter of 2021 with the objective of delineating high grade zones, expanding resources and reducing strip ratio. Approximately 9,918 metres were drilled at the end of the second quarter of 2021. Osisko Development expects exploration potential to expand both oxide and sulphide resources as recent metallurgical testing has shown that the sulphide resources are amenable to heap leaching.
James Bay area properties
In 2021, Osisko Development intends to review each property in the James Bay area to maximize their potential value. As at June 30, 2021, the net book value of the James Bay properties, including the Coulon property, amounted to $40.7 million.
Dividend Reinvestment Plan
Osisko Gold Royalty has a dividend reinvestment plan ("DRIP") that allows Canadian and U.S. shareholders to reinvest their cash dividends into additional common shares either purchased on the open market through the facilities of the TSX or the NYSE, or issued directly from treasury by the Company, or acquired by a combination thereof. In the case of a treasury issuance, the price will be the weighted average price of the common shares on the TSX or the NYSE during the five trading days immediately preceding the dividend payment date, less a discount, if any, of up to 5%, at the Company's sole election.
During the three and six months ended June 30, 2021, the Company issued respectively 30,643 and 68,181 common shares under the DRIP, at a discount rate of 3%. As at June 30, 2021, the holders of 7,102,627 common shares had elected to participate in the DRIP, representing dividends payable of $0.4 million. Therefore, 21,747 common shares were issued on July 15, 2021 at a discount rate of 3%.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
Normal Course Issuer Bid
In December 2020, Osisko Gold Royalties renewed its normal course issuer bid ("NCIB") program. Under the terms of the 2021 NCIB program, Osisko Gold Royalties may acquire up to 14,610,718 of its common shares from time to time in accordance with the normal course issuer bid procedures of the TSX. Repurchases under the 2021 NCIB program are authorized until December 11, 2021. Daily purchases will be limited to 138,366 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, 2020, being 553,464 common Shares.
During the three months ended March 31, 2021, the Company purchased for cancellation a total of 347,400 common shares for $4.5 million (average acquisition price per share of $12.85). There were no purchases under the 2021 NCIB during the second quarter of 2021.
Gold Market and Currency
Gold Market
After falling by more than 10% during the first quarter, gold recovered its losses in April and May driven by continued fears over inflation, a weaker U.S. dollar and lower real rates. In June, gold saw a new round of short-selling pushing the price to a two-month low of US$1,750. Talk of monetary tightening by the Federal Reserve with the possibility of two rate hikes in 2023 pushed investors to reduce their positions. The gold market found long-term support as stimulus measures and inflation pressures are still in place around the world. The prices were volatile with a trading range of US$177 per ounce during the second quarter of 2021.
Prices have closed the second quarter of 2021 at US$1,763 per ounce compared to the closing price of US$1,691 per ounce in the first quarter of 2021. The average price for the second quarter of 2021 was US$22 per ounce higher than the first quarter of 2021 at US$1,816 per ounce compared to US$1,794 per ounce, and US$105 per ounce higher on a year-over-year basis.
The historical price is as follows:
|
(US$/ounce of gold) |
High |
Low |
Average |
Close |
|
|
|
|
|
|
|
2021-YTD (Q2) |
$1,943 |
$1,684 |
$1,805 |
$1,763 |
|
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 |
|
2017 |
1,346 |
1,151 |
1,257 |
1,291 |
In Canadian dollar terms, the average price per ounce of gold averaged $2,231 in the second quarter of 2021, compared to $2,271 in the first quarter of 2021 and $2,370 in the second quarter of 2020. The gold price closed the second quarter of 2021 at $2,185 per ounce, up $59 per ounce from March 31, 2021.
Currency
The Canadian dollar traded between a range of 1.2040 to 1.2617 in the second quarter of 2021 to close at 1.2394 on June 30, 2021 compared to a close of 1.2575 on March 31, 2021. The Canadian dollar averaged 1.2282 in the second quarter of 2021 compared to 1.2660 in the first quarter of 2021 and 1.3853 in the second quarter of 2020.
The Bank of Canada held its target for the overnight rate at 0.25% at its June meeting. Monetary policy is set to stay accommodative for the next year.
The exchange rate for the U.S./Canadian dollar is outlined below:
|
|
High |
Low |
Average |
Close |
|
2021-YTD (Q2) |
1.2828 |
1.2040 |
1.2470 |
1.2394 |
|
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 |
|
2017 |
1.3743 |
1.2128 |
1.2986 |
1.2545 |
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
Selected Financial Information
(in thousands of dollars, except figures for ounces and amounts per ounce and per share) (1)
| Three months ended June 30, |
Six months ended June 30, |
|||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| $ | $ | $ | $ | |||||||||
| Revenues | 57,246 | 40,758 | 124,169 | 93,363 | ||||||||
| Cash margin (2) | 47,150 | 27,813 | 93,676 | 63,135 | ||||||||
| Gross profit | 35,713 | 19,121 | 70,312 | 40,743 | ||||||||
| Impairment of assets (3) | 40,479 | 3,117 | 44,879 | 30,323 | ||||||||
| Operating (loss) income | (15,898 | ) | 11,635 | 5,183 | (507 | ) | ||||||
| Net earnings (loss) (4) | (14,759 | ) | 13,048 | (4,165 | ) | (270 | ) | |||||
| Net earnings (loss) per share - basic and diluted (4), (5) | (0.09 | ) | 0.08 | (0.02 | ) | - | ||||||
| Total assets | 2,410,727 | 2,128,588 | 2,410,727 | 2,128,588 | ||||||||
| Total long-term debt | 401,954 | 421,652 | 401,954 | 421,652 | ||||||||
| Average selling price of gold (per ounce sold) | ||||||||||||
| In C$ (6) | 2,223 | 2,363 | 2,259 | 2,227 | ||||||||
| In US$ | 1,812 | 1,715 | 1,814 | 1,638 | ||||||||
| Operating cash flows | 30,917 | 15,422 | 52,241 | 39,222 | ||||||||
| Dividend per common share | 0.05 | 0.05 | 0.05 | 0.05 | ||||||||
| Weighted average shares outstanding (in thousands) | ||||||||||||
| Basic | 167,895 | 164,733 | 167,696 | 160,067 | ||||||||
| Diluted (5) | 167,895 | 164,815 | 167,696 | 160,067 | ||||||||
(1) Unless otherwise noted, financial information is in Canadian dollars and prepared in accordance with IFRS.
(2) Cash margin is a non-IFRS financial performance measure which has no standard definition under IFRS. It is calculated by deducting the cost of sales from the revenues. Please refer to the Overview of Financial Results section of this MD&A for a reconciliation of the cash margin per interest.
(3) Including impairment on royalties, streams and other interests, on exploration, evaluation and development assets, and on investments.
(4) Attributable to Osisko Gold Royalties Ltd's shareholders.
(5) As a result of the net loss for the three and six months ended June 30, 2021, and for the three months ended June 30, 2020, all potentially dilutive common shares are deemed to be antidilutive for these periods and thus diluted net loss per share is equal to the basic net loss per share.
(6) Using actual exchange rates at the date of the transactions.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
Overview of Financial Results
Financial Summary - Second Quarter of 2021
-
Record revenues from royalties and streams of $49.9 million ($57.2 million including offtakes) compared to $28.7 million ($40.8 million including offtakes) in Q2 2020;
-
Record gross profit of $35.7 million compared to $19.1 million in Q2 2020;
-
Operating loss of $15.9 million compared to an operating income of $11.6 million in Q2 2020;
-
Impairment of $36.1 million on the Bonanza Ledge Phase 2 project, operated by Osisko Development;
-
Net loss attributable to Osisko Gold Royalties' shareholders of $14.8 million or $0.09 per basic and diluted share, compared to net earnings of $13.0 million or $0.08 per basic and diluted share in Q2 2020;
-
Adjusted earnings1 of $20.2 million or $0.12 per basic share1 compared to $5.7 million or $0.03 per basic share in Q2 2020; and
-
Cash flows provided by operating activities of $30.9 million compared to $15.4 million in Q2 2020.
Revenues from royalties and streams increased in the second quarter of 2021 compared to the second quarter of 2020, as a result of higher deliveries and payments under the royalty and stream agreements. Revenues from offtake agreements decreased as a result of the Parral offtake conversion into a stream in April 2021. The second quarter of 2020 was negatively affected by the negative impact of the COVID-19 pandemic on the mining operations of several operators.
Gross profit amounted to $35.7 million in the second quarter of 2021 compared to $19.1 million in the second quarter of 2020. The increase is mainly due to higher deliveries and payments under the royalty and stream agreements and higher realized gold and silver prices in the second quarter of 2021, which increased the cash margins.
Depletion expense increased by $2.7 million compared to the corresponding period in 2020, mainly as a result of the higher deliveries and payments under the royalty and stream agreements.
In the second quarter of 2021, the Company incurred an operating loss of $15.9 million, mostly as a result of an impairment charge of $36.1 million on the Bonanza Ledge Phase 2 project, operated by Osisko Development. In the second quarter of 2020, the Company recorded an operating income of $11.6 million.
Consolidated general and administrative ("G&A") expenses increased in the second quarter of 2021 as a result of the creation of Osisko Development in November 2020. Consolidated G&A expenses amounted to $9.2 million in the second quarter of 2021 compared to $5.8 million in the second quarter of 2020. G&A expenses from the royalties and streams segment were relatively stable in 2021 at $5.4 million compared to $4.9 million in the comparative period of 2020. G&A expenses from the exploration and development segment amounted to $3.8 million in 2021 compared to $1.0 million in 2020 due to increased activities.
Business development expenses, which are related to the royalties and streams segment, decreased to $1.1 million in the second quarter of 2021 from $1.6 million in 2020, due mainly to lower professional fees and compensation expense.
In the second quarter of 2021, the Company incurred a net loss attributable to Osisko's shareholders of $14.8 million, compared to net earnings of $13.0 million in the second quarter of 2020. The loss in 2021 is mainly due to the impairment charge recorded in the second quarter of 2021.
Consolidated adjusted earnings1 were $20.2 million in the second quarter of 2021, compared to $5.7 million in the second quarter of 2020, as a result of a higher gross profit, partly offset by higher G&A expenses. Adjusted earnings1 for the royalties and streams segment amounted to $23.9 million in the second quarter of 2021 compared to $6.6 million in the second quarter of 2020, as a result of a higher gross profit. The adjusted loss1 for the exploration and development segment amounted to $3.7 million in the second quarter of 2021 compared to $0.9 million in the second quarter of 2020, as a result of increased activities. Details of adjusted earnings (loss) per segment is provided in the Non-IFRS Financial Performance Measures section of this MD&A.
Consolidated net cash flows provided by operating activities in the second quarter of 2021 was $30.9 million compared to $15.4 million in the second quarter of 2020. Net cash flows provided by operating activities of the royalties and streams segment were $37.3 million in 2021 compared to $16.8 million in 2020, as a result of a higher cash margin. Net cash flows used by operating activities for the exploration and development segment were $6.4 million in 2021 compared to $1.4 million in 2020, as a result of increased activities. Details on cash flows per segment is provided in the Segment Disclosure section of this MD&A.
____________________________________
1 "Adjusted earnings (loss)" and "Adjusted earnings (loss) per basic share" are non-IFRS financial performance measures which have no standard definition under IFRS. Refer to the non-IFRS measures provided under the Non-IFRS Financial Performance Measures section of this Management and Discussion Analysis.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
Financial Summary - First semester of 2021
-
Record revenues from royalties and streams of $98.9 million ($124.2 million including offtakes) compared to $66.6 million ($93.4 million including offtakes) in the first semester of 2020;
-
Record gross profit of $70.3 million compared to $40.7 million in the first semester of 2020;
-
Operating income of $5.2 million compared to an operating loss of $0.5 million in the first semester of 2020;
-
Impairment of $36.1 million on the Bonanza Ledge Phase 2 project, operated by Osisko Development;
-
Net loss attributable to Osisko Gold Royalties' shareholders of $4.2 million or $0.02 per basic and diluted share, compared to $0.3 million or $0.00 per basic and diluted share in the first semester of 2020;
-
Adjusted earnings1 of $38.1 million or $0.23 per basic share1 compared to $14.2 million or $0.09 per basic share in the first semester of 2020; and
-
Cash flows provided by operating activities of $52.2 million compared to $39.2 million in the first semester of 2020.
Revenues from royalties and streams increased in the first semester of 2021 compared to the first semester of 2020, as a result of higher deliveries and payments under the royalty and stream agreements. Revenues from offtake agreements decreased slightly as a result of the Parral offtake conversion into a stream in April 2021. The first semester of 2020 was negatively affected by the impact of the COVID-19 pandemic on the mining operations of several operators.
Gross profit amounted to $70.3 million in the first semester of 2021 compared to $40.7 million in the same period in 2020. The increase is mainly due to higher deliveries and payments under the royalty and stream agreements and higher realized gold and silver prices, which increased the cash margins.
Depletion expense increased by $1.0 million compared to the corresponding period in 2020, mainly as a result of the higher deliveries and payments under the royalty and stream agreements and the mix of sales.
In the first semester of 2021, the Company recorded an operating income of $5.2 million, mostly as a result of an impairment charge of $36.1 million on the Bonanza Ledge Phase 2 project, operated by Osisko Development. In the first semester of 2020, the Company recorded an operating loss of $0.5 million.
Consolidated general and administrative ("G&A") expenses increased in the first semester of 2021 as a result of the creation of Osisko Development in November 2020. Consolidated G&A expenses amounted to $19.1 million in 2021 compared to $12.1 million in 2020. G&A expenses from the royalties and streams segment were relatively stable in 2021 at $10.4 million compared to $9.9 million in the comparative period of 2020. G&A expenses from the exploration and development segment amounted to $8.7 million compared to $2.2 million in 2020 due to increased activities in 2021.
Business development expenses, which are related to the royalties and streams segment, decreased to $2.1 million in the first semester of 2021 from $2.8 million in 2020, due mainly to lower professional fees and compensation expense.
In the first semester of 2021, the Company incurred a net loss attributable to Osisko's shareholders of $4.2 million compared to 0.3 million in the first semester of 2020. The loss in 2021 is mainly due to the impairment charges recorded in 2021.
Consolidated adjusted earnings1 were $38.1 million in the first semester of 2021, compared to $14.2 million in the first semester of 2020, as a result of a higher gross profit, partly offset by higher G&A expenses. Adjusted earnings1 for the royalties and streams segment amounted to $47.3 million in the first semester of 2021 compared to $17.3 million in the first semester of 2020, as a result of a higher gross profit. The adjusted loss1 for the exploration and development segment amounted to $9.2 million in the first semester of 2021 compared to $3.1 million in the first semester of 2020, as a result of increased activities. Details of adjusted earnings (loss) per segment is provided in the Non-IFRS Financial Performance Measures section of this MD&A.
Consolidated net cash flows provided by operating activities in the first semester of 2021 was $52.2 million compared to $15.4 million in first semester of 2020. Net cash flows provided by operating activities of the royalties and streams segment were $74.1 million in 2021 compared to $42.5 million in 2020, as a result a higher cash margin. Net cash flows used by operating activities for the exploration and development segment were $16.1 million in 2021 compared to $3.3 million in 2020, as a result increased activities. Details on cash flows per segment is provided in the Segment Disclosure section of this MD&A.
____________________________________
1 "Adjusted earnings (loss)" and "Adjusted earnings (loss) per basic share" are non-IFRS financial performance measures which have no standard definition under IFRS. Refer to the non-IFRS measures provided under the Non-IFRS Financial Performance Measures section of this Management and Discussion Analysis.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
Consolidated Statements of Income (Loss)
The following table presents summarized consolidated statements of income (loss) for the three and six months ended June 30, 2021 and 2020 (in thousands of dollars, except amounts per share):
| Three months ended June 30, |
Six months ended June 30, |
||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||
| $ | $ | $ | $ | ||||||||||
| Revenues | (a) | 57,246 | 40,758 | 124,169 | 93,363 | ||||||||
| Cost of sales | (b) | (10,096 | ) | (12,945 | ) | (30,493 | ) | (30,228 | ) | ||||
| Depletion of royalty, stream and other interests | (c) | (11,437 | ) | (8,692 | ) | (23,364 | ) | (22,392 | ) | ||||
| Gross profit | (d) | 35,713 | 19,121 | 70,312 | 40,743 | ||||||||
| Other operating expenses | |||||||||||||
| General and administrative | (e) | (9,171 | ) | (5,818 | ) | (19,077 | ) | (12,102 | ) | ||||
| Business development | (f) | (1,118 | ) | (1,634 | ) | (2,105 | ) | (2,772 | ) | ||||
| Exploration and evaluation | (g) | (843 | ) | (34 | ) | (1,180 | ) | (76 | ) | ||||
| Impairment of assets | (h) | (40,479 | ) | - | (42,767 | ) | (26,300 | ) | |||||
| Operating (loss) income | (15,898 | ) | 11,635 | 5,183 | (507 | ) | |||||||
| Other (expenses) revenues, net | (i) | (5,174 | ) | 3,179 | (13,078 | ) | (1,323 | ) | |||||
| Earnings (loss) before income taxes | (21,072 | ) | 14,814 | (7,895 | ) | (1,830 | ) | ||||||
| Income tax (recovery) expense | (j) | (3,991 | ) | (1,766 | ) | (7,405 | ) | 1,560 | |||||
| Net earnings (loss) | (25,063 | ) | 13,048 | (15,300 | ) | (270 | ) | ||||||
| Net earnings (loss) attributable to: | |||||||||||||
| Osisko Gold Royalties Ltd's shareholders | (14,759 | ) | 13,048 | (4,165 | ) | (270 | ) | ||||||
| Non-controlling interests | (10,304 | ) | - | (11,135 | ) | - | |||||||
| Net earnings (loss) per share | |||||||||||||
| Basic and diluted | (0.09 | ) | 0.08 | (0.02 | ) | - | |||||||
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
(a) Revenues are comprised of the following:
| Three months ended June 30, | ||||||||||||||||||
| 2021 | 2020 | |||||||||||||||||
| 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 | 2,223 | 16,387 | 36,434 | 2,363 | 10,139 | 23,956 | ||||||||||||
| Silver sold | 32 | 415,457 | 13,420 | 23 | 625,614 | 14,050 | ||||||||||||
| Diamonds sold(i) | 104 | 42,147 | 4,366 | 79 | 4,222 | 335 | ||||||||||||
| Other (paid in cash) | - | - | 3,026 | - | - | 2,417 | ||||||||||||
| 57,246 | 40,758 | |||||||||||||||||
(i) The diamonds were sold by an agent for Osisko for a blended selling price of $104 (US$84) per carat in the second quarter of 2021. The average selling price includes 8,425 incidental carats sold outside of the run of mine sales at an average price of $19 (US$15) per carat. Excluding the incidental carats, 33,721 carats were sold at an average price of $125 (US$101) per carat in the second quarter of 2021. The Renard diamond mine was put on care and maintenance in March 2020 given the structural challenges affecting the diamond market sales as well as the depressed prices for diamonds due to COVID-19. The mine restarted its activities in September 2020.
| Six months ended June 30, | ||||||||||||||||||
| 2021 | 2020 | |||||||||||||||||
| Average selling price per ounce / carat ($) |
Ounces / carats sold |
Total revenues ($000's) |
Average selling price per ounce / carat ($) |
Ounces / Carats sold |
Total revenues ($000's) |
|||||||||||||
| Gold sold | 2,259 | 33,125 | 74,829 | 2,227 | 23,601 | 52,558 | ||||||||||||
| Silver sold | 33 | 1,032,092 | 33,802 | 22 | 1,381,765 | 31,008 | ||||||||||||
| Diamonds sold(i) | 99 | 84,861 | 8,361 | 91 | 48,296 | 4,408 | ||||||||||||
| Other (paid in cash) | - | - | 7,177 | - | - | 5,389 | ||||||||||||
| 124,169 | 93,363 | |||||||||||||||||
(i) The diamonds were sold by an agent for Osisko for a blended selling price of $99 (US$79) per carat in the first semester of 2021. The average selling price includes 17,950 incidental carats sold outside of the run of mine sales at an average price of $17 (US$14) per carat. Excluding the incidental carats, 66,910 carats were sold at an average price of $120 (US$96) per carat in the first semester of 2021. The Renard diamond mine was put on care and maintenance in March 2020 given the structural challenges affecting the diamond market sales as well as the depressed prices for diamonds due to COVID-19. The mine restarted its activities in September 2020.
The increase in gold ounces sold in 2021 is mainly the result of the COVID-19 pandemic, which negatively affected several mining operations in 2020, as well as strong production in 2021. The decrease in silver ounces sold in 2021 is mainly the result of lower silver ounces acquired under the Parral offtake agreement following the conversion of the Parral offtake into a stream.
(b) Cost of sales represents mainly the acquisition price of the metals and diamonds under the offtake and stream agreements, as well as minimal refining, insurance and transportation costs related to the metals received under royalty agreements. The decrease in costs of sales in the second quarter of 2021 is mainly the result of the conversion of the Parral offtake into a stream, partially offset by higher deliveries in 2021 compared to 2020.
For the first semester of 2021, the expected decrease in the cost of sales resulting from the conversion of the Parral offtake into a stream in April 2021 was offset by the higher deliveries compared to 2020 (due to the COVID-19 pandemic).
(c) The royalty, stream and other interests are depleted using the units-of-production method over the estimated life of the properties or the life of the agreement. The increase in the second quarter of 2021 is mostly due to the increased deliveries in 2021. The slight increase in the first semester of 2021 is also due to the increased deliveries, offset by the impact of the mix of sales.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
(d) The breakdown of gross profit per nature of interest is as follows (in thousands of dollars):
| Three months ended June 30, |
Six months ended June 30, |
|||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| $ | $ | $ | $ | |||||||||
| Royalty interests | ||||||||||||
| Revenues | 36,437 | 20,819 | 71,348 | 46,623 | ||||||||
| Cost of sales | (119 | ) | (99 | ) | (293 | ) | (267 | ) | ||||
| Cash margin | 36,318 | 20,720 | 71,055 | 46,356 | ||||||||
| Depletion | (7,015 | ) | (4,159 | ) | (14,004 | ) | (10,665 | ) | ||||
| Gross profit | 29,303 | 16,561 | 57,051 | 35,691 | ||||||||
| Stream interests | ||||||||||||
| Revenues | 13,470 | 7,914 | 27,556 | 19,944 | ||||||||
| Cost of sales | (2,873 | ) | (1,392 | ) | (5,857 | ) | (4,585 | ) | ||||
| Cash margin | 10,597 | 6,522 | 21,699 | 15,359 | ||||||||
| Depletion | (4,343 | ) | (4,302 | ) | (9,092 | ) | (11,219 | ) | ||||
| Gross profit | 6,254 | 2,220 | 12,607 | 4,140 | ||||||||
| Royalty and stream interests Cash margin |
46,915 | 27,242 | 92,754 | 61,715 | ||||||||
| 94.0% | 94.8% | 93.8% | 92.7% | |||||||||
| Offtake interests | ||||||||||||
| Revenues | 7,339 | 12,025 | 25,265 | 26,796 | ||||||||
| Cost of sales | (7,104 | ) | (11,454 | ) | (24,343 | ) | (25,376 | ) | ||||
| Cash margin | 235 | 571 | 922 | 1,420 | ||||||||
| 3.2% | 4.7% | 3.6% | 5.3% | |||||||||
| Depletion | (79 | ) | (231 | ) | (268 | ) | (508 | ) | ||||
| Gross profit | 156 | 340 | 654 | 912 | ||||||||
| Total - Gross profit | 35,713 | 19,121 | 70,312 | 40,743 | ||||||||
(e) Consolidated G&A expenses increased in the second quarter of 2021 as a result of the creation of Osisko Development in November 2020. Consolidated G&A expenses amounted to $9.2 million in the second quarter of 2021 compared to $5.8 million in the second quarter of 2020. G&A expenses from the royalties and streams segment were relatively stable in 2021 at $5.4 million compared to $4.9 million in the comparative period of 2020. G&A expenses from the exploration and development segment amounted to $3.8 million compared to $1.0 million in 2020 due to the increased activities in 2021.
Consolidated G&A expenses increased in the first semester of 2021 as a result of the creation of Osisko Development in November 2020. Consolidated G&A expenses amounted to $19.1 million in 2021 compared to $12.1 million in 2020. G&A expenses from the royalties and streams segment were relatively stable in 2021 at $10.4 million compared to $9.9 million in the comparative period of 2020. G&A expenses from the exploration, evaluation and development segment amounted to $8.7 million compared to $2.2 million in 2020 due to increased activities in 2021.
(f) Business development expenses, which are related to the royalties and streams segment, decreased to $1.1 million in the second quarter of 2021 from $1.6 million in 2020, due mainly to lower professional fees and compensation expense.
Business development expenses decreased to $2.1 million in the first semester of 2021 from $2.8 million in 2020, due mainly to lower professional fees and compensation expense.
(g) Exploration and evaluation expenses represent expenditures incurred by Osisko Development and its subsidiaries for general exploration activities and for properties that have been previously written-off. The increase is mostly due to the earn-in agreements on exploration properties that were cancelled at the end of 2020.
(h) In the first quarter of 2021, the Company wrote-off a royalty interest on which the royalty rights were lost as well as a loan. In the first quarter of 2020, the Company had incurred an impairment charge of $26.3 million ($19.3 million, net of income taxes) on its Renard diamond stream.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
In the second quarter of 2021, the Company recorded an impairment of $4.4 million on the ore in stockpiles (San Antonio project, operated by Osisko Development) to reduce its net book value to its net realizable value following a decrease in the gold price.
Also during the second quarter of 2021, the Company recorded an impairment charge of $36.1 million on the Bonanza Ledge Phase 2 project, operated by Osisko Development (refer to the Mining Exploration and Evaluation / Development Activities section of this MD&A for details on the impairment charge).
(i) Other expenses, net of $5.2 million in the second quarter of 2021 include finance costs of $5.9 million, a share of loss of associate of $1.9 million, a foreign exchange loss of $0.4 million and a net loss on investments of $1.6 million, partially offset by a flow-through shares premium income of $2.8 million and interest income of $1.3 million.
Other revenues, net of $3.2 million in the second quarter of 2020 include a net gain on investment of $10.8 million (including a gain on dilution of investments in associates of $10.4 million) and interest revenues of $1.1 million, partially offset by finance costs of $6.6 million, a share of loss of associates of $1.5 million and a loss on foreign exchange of $0.6 million.
Other expenses, net of $13.1 million in the first semester of 2021 include finance costs of $12.0 million, a share of loss of associate of $1.9 million, a foreign exchange loss of $1.5 million and a net loss on investments of $3.8 million, partially offset by a flow-through shares premium income of $3.3 million and interest income of $2.7 million.
Other expenses, net of $1.3 million in the first semester of 2020 include finance costs of $13.5 million and a share of loss of associates of $3.2 million, partially offset by a net gain on investments of $11.4 million (including a gain on dilution of investments in associates of $10.4 million), interest revenues of $2.2 million and a foreign exchange gain of $1.7 million.
(j) The effective income tax rate for the second quarter of 2021 is (18.9%) compared to 11.9% in the second quarter of 2020. The effective income tax rate for the first semester of 2021 is (93.8%) compared to 85.2% in the first semester of 2020. The statutory rate is 26.5% in 2021 and 2020. The elements that impacted the effective income taxes are the impairments on mining exploration, evaluation and development projects, for which no deferred tax liability was recorded due to the initial recognition exemption, and the benefit of losses not recognized, revenues taxable at a lower rate and the recognition of previously unrecognized non-capital losses. Cash taxes of $0.5 million and $0.6 million were paid during the three and six months ended June 30, 2021, respectively ($0.3 million and $0.5 million for the three and six months ended June 30, 2020, respectively) and were related to taxes on royalties earned in foreign jurisdictions.
Liquidity and Capital Resources
As at June 30, 2021, the Company's consolidated cash position amounted to $255.0 million compared to $320.6 million as at March 31, 2021 and $302.5 million as at December 31, 2020. Cash held by Osisko Gold Royalties amounted to $110.3 million and cash held by Osisko Development amounted to $144.6 million at the end of the second quarter of 2021. Significant variations in the liquidity and capital resources in the second quarter and the first semester of 2021 are explained below under the Cash Flows section.
Osisko Development financings
Osisko Development - Non-brokered private placement
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 consists 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 consists 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 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).
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
Osisko Development - Brokered private placement of flow-through shares
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 will be reversed and recognized to the consolidated statements of income (loss) as flow-through premium income as the required expenditures are incurred. Osisko Development is committed to spending the proceeds on exploration and evaluation activities by December 31, 2022. As at June 30, 2021, the balance remaining to be spent amounted to $19.7 million.
Credit facility
In July 2021, the Company amended its revolving credit facility and increased the amount available by $150.0 million to $550.0 million, with an additional uncommitted accordion of up to $100.0 million (for a total availability of up to $650.0 million). The maturity date of the Facility was extended to July 30, 2025, which can be extended annually.
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 from the royalty, stream and other interests segment (which exclude the assets held by Osisko Development and its subsidiaries).
The Facility is subject to standby fees. Funds drawn bear interest based on the base rate, prime rate, London Inter-Bank Offer Rate ("LIBOR") or a comparable or successor rate, plus an applicable margin depending on the Company's leverage ratio. In February 2021, the Company drew $50.0 million to repay the Investissement Québec convertible debenture. As at June 30, 2021, the Facility was drawn for a total of $112.0 million ($50.0 million and US$50.0 million ($62.0 million)) and the effective interest rate was 2.6%, 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 June 30, 2021, all such ratios and requirements were met.
Cash Flows
The following table summarizes the cash flows (in thousands of dollars):
| Three months ended June 30, |
Six months ended June 30, |
|||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| $ | $ | $ | $ | |||||||||
| Cash flows | ||||||||||||
| Operations | 35,318 | 18,556 | 71,570 | 46,490 | ||||||||
| Working capital items | (4,401 | ) | (3,134 | ) | (19,329 | ) | (7,268 | ) | ||||
| Operating activities | 30,917 | 15,422 | 52,241 | 39,222 | ||||||||
| Investing activities | (89,841 | ) | (43,674 | ) | (119,620 | ) | (82,322 | ) | ||||
| Financing activities | (5,260 | ) | 76,546 | 22,842 | 136,913 | |||||||
| Effects of exchange rate changes on cash and cash equivalents | (1,483 | ) | (4,648 | ) | (3,024 | ) | (65 | ) | ||||
| (Decrease) increase in cash | (65,667 | ) | 43,646 | (47,561 | ) | 93,748 | ||||||
| Cash - beginning of period | 320,630 | 158,325 | 302,524 | 108,223 | ||||||||
| Cash - end of period | 254,963 | 201,971 | 254,963 | 201,971 | ||||||||
Additional details on cash flows per segment is provided in the Segment Disclosure section of this MD&A.
Operating Activities
Second quarter of 2021
Consolidated cash flows provided by operating activities in the second quarter of 2021 amounted to $30.9 million compared to $15.4 million in the second quarter of 2020. In the second quarter of 2021, the royalties and streams segment generated $37.3 million, compared to $12.8 million in 2020, as a result of a higher cash margin, which was partially offset by net cash flows used by operating activities of $6.4 million from the mining exploration and development segment, compared to $1.4 million in 2020, as a result of increased activities.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
First semester of 2021
Consolidated cash flows provided by operating activities in the first semester of 2021 amounted to $52.2 million compared to $39.2 million in the first semester of 2020. In the first semester of 2021, the royalties and streams segment generated $74.1 million, compared to $42.5 million in 2020, as a result of a higher cash margin, which was partially offset by net cash flows used by operating activities of $16.1 million from the mining exploration, evaluation and development segment, compared to $3.3 million in 2020, as a result of increased activities.
Investing Activities
Second quarter of 2021
Consolidated cash flows used in investing activities amounted to $89.8 million in the second quarter of 2021 compared to $43.7 million in the second quarter of 2020.
In the second quarter of 2021, Osisko invested $39.1 million in royalty interests, acquired investments for $4.0 million and received proceeds of $8.3 million from the sale of investments. Osisko Development and its subsidiaries (mining exploration and development segment) invested $55.1 million in mining assets, plant and equipment, mostly on the Cariboo gold property, the Bonanza Ledge Phase 2 project and the San Antonio gold project.
In the second quarter of 2020, Osisko invested $18.4 million to acquire investments (including $14.8 million for an additional investment in Osisko Mining) and $16.9 million to acquire royalties. Investments in mining interests and plant and equipment were $11.6 million, mainly on the Cariboo gold property. The Company received proceeds of $3.1 million from the sale of investments.
First semester of 2021
Consolidated cash flows used in investing activities amounted to $119.6 million in the first semester of 2021 compared to $82.3 million in the first semester of 2020.
In the first semester of 2021, Osisko invested $42.9 million in royalty interests, acquired investments for $13.8 million and received proceeds of $28.1 million from the sale of investments. Osisko Development and its subsidiaries (mining exploration and development segment) invested $90.9 million in mining assets, plant and equipment, mostly on the Cariboo gold property, the Bonanza Ledge Phase 2 project and the San Antonio gold project.
During the first semester of 2020, Osisko invested $33.9 million in investments (including $14.8 million for an additional investment in Osisko Mining and $6.0 million to acquire common shares of Minera Alamos), and $24.4 million in acquisitions of royalty and stream interests. Investments in mining interests and plant and equipment were $26.4 million, mainly on the Cariboo gold property. The Company received proceeds of $3.4 million from the sale of investments.
Financing Activities
Second quarter of 2021
During the second quarter of 2021, consolidated cash flows used by financing activities amounted to $5.3 million compared to cash generated by financing activities of $76.5 million in the second quarter of 2020.
During the second quarter of 2021, Osisko paid $7.9 million in dividends to its shareholders and $3.5 million in income taxes on the settlement of restricted and deferred shares units. Osisko also received proceeds from the exercise of share options and the share purchase plan for $8.1 million.
In the second quarter of 2020, the Company completed a private placement of common shares of $85.0 million with Investissement Québec. The Company paid dividends of $6.6 million to its shareholders and $1.0 million under its NCIB program.
First semester of 2021
During the first semester of 2021, consolidated cash flows provided by financing activities amounted to $22.8 million compared to $136.9 million in the first semester of 2020.
During the first semester of 2021, Osisko repaid a $50.0 million convertible debenture, and drew on its credit facility by the same amount, therefore reducing the interest rate payable on the debt. Osisko paid $15.7 million in dividends to its shareholders and purchased for cancellation a total of 347,400 common shares under its 2021 NCIB program for $4.5 million (average acquisition price per share of $12.85). Osisko also received proceeds from the exercise of share options and the share purchase plan for $13.1 million.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
During the first semester of 2021, Osisko Development completed the first and second tranches of a non-brokered private placement through the issuance of 10,862,195 units of Osisko Development at a price of $7.50 per unit for aggregate gross proceeds of $79.8 million. An amount of $73.9 million from the non-brokered private placement was received in 2020 and was included under shares to be issued on Osisko Development's consolidated balance sheet at December 31, 2020 (under non-controlling interests on the Company's consolidated balance sheet). 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).
Osisko Development also 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).
In the first semester of 2020, the Company completed a private placement of $85.0 million with Investissement Québec. Osisko drew on its revolving credit facility by US$50.0 million ($71.7 million), paid dividends of $14.2 million to its shareholders and invested $3.9 million under its NCIB program.
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)
| 2021 | 2020 | 2019 | ||||||||||||||||||||||
| Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | Q4 | Q3 | |||||||||||||||||
| GEOs(2) | 20,178 | 19,960 | 18,829 | 16,739 | 12,386 | 18,159 | 20,479 | 18,123 | ||||||||||||||||
| Cash and cash equivalents | 254,963 | 320,630 | 302,524 | 160,705 | 201,971 | 158,325 | 108,223 | 123,702 | ||||||||||||||||
| Short-term investments | 3,408 | 3,458 | 3,501 | 21,568 | 21,105 | 21,228 | 20,704 | 25,844 | ||||||||||||||||
| Working capital | 236,320 | 300,876 | 225,643 | 110,333 | 162,996 | 117,090 | 112,494 | 150,845 | ||||||||||||||||
| Total assets | 2,410,727 | 2,435,861 | 2,397,104 | 2,200,070 | 2,128,588 | 2,016,189 | 1,947,253 | 1,948,355 | ||||||||||||||||
| Total long-term debt | 401,954 | 401,266 | 400,429 | 421,590 | 421,652 | 423,499 | 349,042 | 347,638 | ||||||||||||||||
| Equity | 1,842,230 | 1,875,729 | 1,841,032 | 1,638,178 | 1,604,676 | 1,492,346 | 1,493,446 | 1,506,287 | ||||||||||||||||
| Revenues | 57,246 | 66,923 | 213,630 | 55,707 | 40,758 | 52,605 | 51,032 | 109,235 | ||||||||||||||||
| Net cash flows from operating activities |
30,917 | 21,324 | 32,633 | 36,123 | 15,422 | 23,800 | 17,204 | 28,294 | ||||||||||||||||
| Impairment of assets, net of income taxes |
(40,479 | ) | (3,803 | ) | (3,600 | ) | (1,281 | ) | (3,117 | ) | (19,300 | ) | (148,600 | ) | (58,952 | ) | ||||||||
| Net (loss) earnings(3) | (14,759 | ) | 10,557 | 4,632 | 12,514 | 13,048 | (13,318 | ) | (155,175 | ) | (45,924 | ) | ||||||||||||
| Basic and diluted net earnings (loss) per share(3) |
(0.09 | ) | 0.06 | 0.03 | 0.08 | 0.08 | (0.09 | ) | (1.04 | ) | (0.32 | ) | ||||||||||||
| Weighted average shares outstanding (000's) |
||||||||||||||||||||||||
| - Basic | 167,895 | 167,253 | 166,093 | 166,110 | 164,733 | 155,374 | 149,912 | 144,446 | ||||||||||||||||
| - Diluted | 167,895 | 167,711 | 166,321 | 166,397 | 164,815 | 155,374 | 149,912 | 144,446 | ||||||||||||||||
| Share price - TSX - closing | 16.99 | 13.84 | 16.13 | 15.75 | 13.56 | 10.50 | 12.62 | 12.31 | ||||||||||||||||
| Share price - NYSE - closing | 13.70 | 11.02 | 12.68 | 11.83 | 10.00 | 7.44 | 9.71 | 9.30 | ||||||||||||||||
| Warrant price - TSX - closing | ||||||||||||||||||||||||
| OR.WT | 0.15 | 0.21 | 0.32 | 0.34 | 0.31 | 0.16 | 0.25 | 0.445 | ||||||||||||||||
| Debenture price - TSX - closing(4) | ||||||||||||||||||||||||
| OR.DB | 104.04 | 100.75 | 106.00 | 104.00 | 101.34 | 94.75 | 101.08 | 101.75 | ||||||||||||||||
| Price of gold (average US$) | 1,816 | 1,794 | 1,874 | 1,909 | 1,711 | 1,583 | 1,481 | 1,485 | ||||||||||||||||
| Closing exchange rate(5) (US$/Can$) |
||||||||||||||||||||||||
| 1.2394 | 1.2575 | 1.2732 | 1.3339 | 1.3628 | 1.4187 | 1.2988 | 1.3243 | |||||||||||||||||
(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 2021 and in the fourth quarter of 2020.
(3) Attributable to Osisko Gold Royalties Ltd's shareholders.
(4) Osisko 4% convertible debentures is presented by tranche of nominal value of $100.00.
(5) Bank of Canada Daily Rate.
During the second quarter of 2021, Osisko Development incurred an impairment charge of $36.1 million on its Bonanza Ledge Phase 2 project. During the first quarter of 2021, Osisko Development completed a flow-through equity financing for gross proceeds of $33.6 million.
During the fourth quarter of 2020, Osisko Development completed two financings for gross proceeds of $140.3 million. In addition, Osisko Development received gross proceeds of $73.9 million in 2020 from a private placement closed in 2021.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
During the third quarter of 2020, the Company acquired the San Antonio gold project in Mexico for US$42.0 million, including US$30.0 million paid in cash and US$12.0 million paid in shares. During the second quarter of 2020, the Company completed a private placement of $85.0 million with Investissement Québec. During the first quarter of 2020, the Company drew US$50.0 million on its revolving credit facility and recorded an impairment charge of $26.3 million ($19.3 million, net of income taxes) on its Renard diamond stream.
During the fourth quarter of 2019, the Company acquired Barkerville for $241.7 million, paid in shares. The Company also incurred impairment charges on assets of $148.6 million ($129.0 million, net of income taxes).
During the third quarter of 2019, the Company repurchased 5,066,218 of its common shares for $71.4 million, paid in cash (from the sale of all common shares held by Osisko in Victoria). The Company sold its Brucejack offtake for US$41.3 million, of which US$31.2 million ($41.3 million) were received on September 30, 2019. The Company also incurred impairment charges of $48.1 million (net of income taxes) on its royalty, stream and other interests and an impairment charge of $10.8 million (net of income taxes) on a net investment in an associate.
Outlook
Osisko's 2021 outlook on royalty, stream and offtake 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.
GEOs and cash margin by interest, excluding the Renard stream, are estimated as follows for 2021:
| |
Low | High | Cash margin | ||||||
| (GEOs) | (GEOs) | (%) | |||||||
| Royalty interests | 59,750 | 62,800 | 100 | ||||||
| Stream interests | 17,850 | 18,800 | 87 | ||||||
| Offtake interests | 400 | 400 | 4 | ||||||
| 78,000 | 82,000 | 97* | |||||||
* Excluding the offtake interests |
|||||||||
There were no changes in the guidance in terms of total GEOs and cash margins. However, the guidance has been adjusted for the stream and offtake interests individually to reflect the conversion of the Parral offtake into a stream in April 2021.
For the 2021 guidance estimate, deliveries of silver and cash royalties have been converted to GEOs using commodity prices of US$1,800 per ounce of gold, US$25 per ounce of silver and an exchange rate (US$/C$) of 1.28. Any GEOs (and the related cash margin) from the Renard diamond stream were excluded from the outlook above. For 2021, GEOs from the Renard diamonds stream are estimated at 8,126 GEOs; however, until April 2022, Osisko has committed to reinvest the net proceeds from the stream through a bridge loan facility provided to the operator.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
Segment Disclosure
The chief operating decision-maker organizes and manages 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. The assets, liabilities, revenues, expenses and cash flows of Osisko and its subsidiaries, other than Osisko Development and its subsidiaries, are attributable to the precious metals and other royalties, streams and other interests operating segment. The assets, liabilities, revenues, expenses and cash flows of Osisko Development and its subsidiaries are attributable to the exploration, evaluation and development of mining projects operating segment.
The following tables present the main assets, liabilities, revenues, expenses and cash flows per operating segment (in thousands of dollars):
| As at June 30, 2021 and December 31, 2020 | ||||||||||||
| Osisko Gold Royalties (i) |
Osisko Development (ii) |
|||||||||||
| (Royalties, streams and other interests) |
(Mining exploration, evaluation and development) |
Intersegment transactions (iii) |
Consolidated |
|||||||||
| $ | $ | $ | $ | |||||||||
| Assets and liabilities | ||||||||||||
| As at June 30, 2021 | ||||||||||||
| Cash | 110,341 | 144,622 | - | 254,963 | ||||||||
| Current assets | 122,719 | 182,461 | (116 | ) | 305,064 | |||||||
| Investments in associates and other investments |
174,020 | 85,862 | - | 259,882 | ||||||||
| Royalty, stream and other interests | 1,214,300 | - | (92,872 | ) | 1,121,428 | |||||||
| Mining interests and plant and equipment | 8,408 | 475,367 | 70,716 | 554,491 | ||||||||
| Exploration and evaluation assets | - | 44,699 | 650 | 45,349 | ||||||||
| Goodwill | 111,204 | - | - | 111,204 | ||||||||
| Total assets | 1,631,612 | 800,737 | (21,622 | ) | 2,410,727 | |||||||
| Total liabilities (excluding long-term debt) | 69,567 | 118,598 | (21,622 | ) | 166,543 | |||||||
| Long-term debt | 401,954 | - | - | 401,954 | ||||||||
| As at December 31, 2020 | ||||||||||||
| Cash | 105,097 | 197,427 | - | 302,524 | ||||||||
| Current assets | 117,592 | 218,478 | (882 | ) | 335,188 | |||||||
| Investments in associates and other investments |
166,589 | 110,144 | - | 276,733 | ||||||||
| Royalty, stream and other interests | 1,203,781 | - | (87,653 | ) | 1,116,128 | |||||||
| Mining interests and plant and equipment | 9,011 | 407,000 | 73,501 | 489,512 | ||||||||
| Exploration and evaluation assets | - | 41,869 | 650 | 42,519 | ||||||||
| Goodwill | 111,204 | - | - | 111,204 | ||||||||
| Total assets | 1,609,344 | 802,144 | (14,384 | ) | 2,397,104 | |||||||
| Total liabilities (excluding long-term debt) | 67,449 | 102,578 | (14,384 | ) | 155,643 | |||||||
| Long-term debt | 400,429 | - | - | 400,429 | ||||||||
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
| For the three and six months ended June 30, 2021 and 2020 | ||||||||||||
| Osisko Gold Royalties (i) |
Osisko Development (ii) |
|||||||||||
| (Royalties, streams and other interests) |
(Mining exploration, evaluation and development) |
Intersegment transactions (iii) |
Consolidated |
|||||||||
| $ | $ | $ | $ | |||||||||
| Revenues, expenses and cash flows | ||||||||||||
| For the three months ended June 30, 2021 | ||||||||||||
| Revenues | 57,246 | 775 | (775 | ) | 57,246 | |||||||
| Gross profit | 35,713 | - | - | 35,713 | ||||||||
| Operating expenses (G&A, bus. dev and exploration) | (6,483 | ) | (4,649 | ) | - | (11,132 | ) | |||||
| Impairments | - | (40,479 | ) | - | (40,479 | ) | ||||||
| Net earnings (loss) | 16,341 | (41,404 | ) | - | (25,063 | ) | ||||||
| Cash flows from operating activities | 37,340 | (6,423 | ) | - | 30,917 | |||||||
| Cash flows from investing activities | (42,377 | ) | (47,464 | ) | - | (89,841 | ) | |||||
| Cash flows from financing activities | (3,542 | ) | (1,718 | ) | - | (5,260 | ) | |||||
| For the six months ended June 30, 2021 | ||||||||||||
| Revenues | 124,169 | 775 | (775 | ) | 124,169 | |||||||
| Gross profit | 70,312 | - | - | 70,312 | ||||||||
| Operating expenses (G&A, bus. dev and exploration) | (12,511 | ) | (9,851 | ) | - | (22,362 | ) | |||||
| Impairments | (4,400 | ) | (40,479 | ) | - | (44,879 | ) | |||||
| Net earnings (loss) | 29,805 | (45,105 | ) | - | (15,300 | ) | ||||||
| Cash flows from operating activities | 74,077 | (16,126 | ) | (5,710 | ) | 52,241 | ||||||
| Cash flows from investing activities | (56,158 | ) | (69,172 | ) | 5,710 | (119,620 | ) | |||||
| Cash flows from financing activities | (11,053 | ) | 33,895 | - | 22,842 | |||||||
| For the three months ended June 30, 2020 | ||||||||||||
| Revenues | 40,758 | - | - | 40,758 | ||||||||
| Gross profit | 19,121 | - | - | 19,121 | ||||||||
| Operating expenses (G&A, bus. dev and exploration) | (6,488 | ) | (998 | ) | - | (7,486 | ) | |||||
| Impairments | - | - | - | - | ||||||||
| Net earnings | 12,781 | 267 | - | 13,048 | ||||||||
| Cash flows from operating activities | 16,802 | (1,380 | ) | - | 15,422 | |||||||
| Cash flows from investing activities | (32,215 | ) | (11,459 | ) | - | (43,674 | ) | |||||
| Cash flows from financing activities | 63,733 | 12,813 | - | 76,546 | ||||||||
| For the six months ended June 30, 2020 | ||||||||||||
| Revenues | 93,363 | - | - | 93,363 | ||||||||
| Gross profit | 40,743 | - | - | 40,743 | ||||||||
| Operating expenses (G&A, bus. dev and exploration) | (12,705 | ) | (2,245 | ) | - | (14,950 | ) | |||||
| Impairments | (30,323 | ) | - | - | (30,323 | ) | ||||||
| Net earnings | (213 | ) | (57 | ) | - | (270 | ) | |||||
| Cash flows from operating activities | 42,538 | (3,316 | ) | - | 39,222 | |||||||
| Cash flows from investing activities | (55,711 | ) | (26,611 | ) | - | (82,322 | ) | |||||
| Cash flows from financing activities | 112,218 | 24,695 | - | 136,913 | ||||||||
(i) Osisko Gold Royalties Ltd and its subsidiaries, excluding Osisko Development Corp. and its subsidiaries.
(ii) Osisko Development Corp. and its subsidiaries (carve-out of the mining activities of Osisko Gold Royalties prior to the reverse take-over transaction completed on November 25, 2020 and creating Osisko Development).
(iii) The adjustments are related to intersegment transactions and to royalties and streams held by Osisko Gold Royalties on assets held by Osisko Development, which are reclassified on consolidation.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
Royalty, stream and other interests - Geographic revenues
All of the Company's revenues are attributable to the precious metals and other royalties, streams and other interests operating segment. Geographic revenues from the sale of metals and diamonds received or acquired from in-kind royalties, streams and other interests are determined by the location of the mining operations giving rise to the royalty, stream or other interest. For the six months ended June 30, 2021 and 2020, 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 |
|||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||
| 2021 | ||||||||||||||||||
| Royalties | 68,544 | 503 | - | 2,301 | - | 71,348 | ||||||||||||
| Streams | 11,284 | 10,616 | 901 | - | 4,755 | 27,556 | ||||||||||||
| Offtakes | 25,265 | - | - | - | - | 25,265 | ||||||||||||
| 105,093 | 11,119 | 901 | 2,301 | 4,755 | 124,169 | |||||||||||||
| 2020 | ||||||||||||||||||
| Royalties | 44,035 | 272 | 42 | 2,274 | - | 46,623 | ||||||||||||
| Streams | 6,827 | 8,235 | 974 | - | 3,908 | 19,944 | ||||||||||||
| Offtakes | 26,796 | - | - | - | - | 26,796 | ||||||||||||
| 77,658 | 8,507 | 1,016 | 2,274 | 3,908 | 93,363 |
(i) 61% of the North America's revenues are generated from Canada for the six months ended June 30, 2021 (62% for the six months ended June 30, 2020).
For the six months ended June 30, 2021, one royalty interest generated revenues of $42.7 million ($27.0 million for the six months ended June 30, 2020), which (excluding revenues generated from the offtake interests) represented 43% of revenues (41% of revenues for the six months ended June 30, 2020).
For the six months ended June 30, 2021, revenues generated from precious metals and diamonds represented 91% and 7% of revenues, respectively (89% and 9% excluding offtakes, respectively). For the six months ended June 30, 2020, revenues generated from precious metals and diamonds represented 93% and 5% of revenues, respectively (90% and 7% excluding offtakes, respectively).
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
Royalty, stream and other interests - Geographic net assets
The following table summarizes the royalty, stream and other interests by jurisdiction, as at June 30, 2021 and December 31, 2020, which is based on the location of the property related to the royalty, stream or other interests (in thousands of dollars):
| North America(i) |
South America |
Australia |
Africa |
Asia |
Europe |
Total |
|||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | |||||||||||||||
| June 30, 2021 | |||||||||||||||||||||
| Royalties | 598,558 | 45,583 | 13,845 | 7,163 | - | 15,215 | 680,364 | ||||||||||||||
| Streams | 173,878 | 174,375 | 188 | - | 27,639 | 51,633 | 427,713 | ||||||||||||||
| Offtakes | - | - | 8,760 | - | 4,591 | - | 13,351 | ||||||||||||||
| 772,436 | 219,958 | 22,793 | 7,163 | 32,230 | 66,848 | 1,121,428 | |||||||||||||||
| December 31, 2020 | |||||||||||||||||||||
| Royalties | 576,835 | 46,374 | 9,924 | 8,313 | - | 15,215 | 656,661 | ||||||||||||||
| Streams | 172,879 | 183,679 | 1,481 | - | 28,392 | 54,510 | 440,941 | ||||||||||||||
| Offtakes | 5,690 | - | 8,119 | - | 4,717 | - | 18,526 | ||||||||||||||
| 755,404 | 230,053 | 19,524 | 8,313 | 33,109 | 69,725 | 1,116,128 | |||||||||||||||
(i) 82% of the North America's net interests are located in Canada as at June 30, 2021 (86% as at December 31, 2020).
Exploration, evaluation and development of mining projects
The inventories, mining interests, plant and equipment and exploration and evaluation assets related to the exploration, evaluation and development of mining projects (excluding the intersegment transactions) are located in Canada and in Mexico, and are detailed as follow as at June 30, 2021 and December 31, 2020 (in thousands of dollars):
| June 30, 2021 | December 31, 2020 | |||||||||||||||||
| Canada | Mexico | Total | Canada | Mexico | Total | |||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||
| Assets | ||||||||||||||||||
| Inventories | 8,418 | 21,322 | 29,740 | 1,599 | 25,705 | 27,304 | ||||||||||||
| Mining interests, plant and equipment | 397,267 | 78,100 | 475,367 | 344,903 | 62,097 | 407,000 | ||||||||||||
| Exploration and evaluation assets | 43,402 | 1,297 | 44,699 | 40,680 | 1,189 | 41,869 | ||||||||||||
| Total assets | 686,301 | 114,436 | 800,737 | 704,998 | 97,146 | 802,144 | ||||||||||||
Related Party Transactions
During the three and six months ended June 30, 2021, interest revenues of $0.8 million and 1.6 million were respectively recorded on notes receivable from associates ($0.7 million and $1.3 million for the three and six months ended June 30, 2020, respectively). As at June 30, 2021, interests receivable from associates of $3.5 million are included in amounts receivable ($1.9 million as at December 31, 2020). Loans, notes receivable, and a convertible debenture from associates amounted to $37.9 million as at June 30, 2021 ($33.4 million as at December 31, 2020) and were included in short-term investments and other investments on the consolidated balance sheets.
Additional transactions with related parties are described under the sections Portfolio of Royalty, Stream and Other Interests and Equity Investments.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
Contractual Obligations and Commitments
Investments in royalty and stream interests
As at June 30, 2021, 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$2.5 million US$5.0 million |
Completion of an equity financing for proceeds of no less than US$6.0 million. Receipt of all material permits for the construction and operation of the project. |
|
|
|
US$25.0 million |
Pro rata to drawdowns on debt finance facility. |
|
|
|
|
|
|
Falco Resources Ltd. |
Horne 5 project (silver stream) |
$20.0 million |
Receipt of all necessary material third-party approvals, licenses, rights of way and surface rights on the property. |
|
|
|
$35.0 million |
Receipt of all material construction permits, positive construction decision, and raising a minimum of $100.0 million in non-debt financing. |
|
|
|
$60.0 million |
Upon total projected capital expenditure having been demonstrated to be financed. |
|
|
|
$40.0 million (optional) |
Payable with fourth installment, at sole election of Osisko, to increase the silver stream to 100% of payable silver (from 90%). |
|
|
|
|
|
Offtake and stream purchase agreements
The following table summarizes the significant commitments to pay for gold, silver and diamonds to which Osisko has the contractual right pursuant to the associated precious metals and diamond purchase agreements:
|
|
Attributable payable production to be purchased |
Per ounce/carat cash payment (US$) |
Term of agreement |
Date of contract |
||||
|
Interest |
Gold |
Silver |
Diamond |
Gold |
Silver |
Diamond |
||
|
Amulsar stream(1),(7) |
4.22% |
62.5% |
|
$400 |
$4 |
|
40 years |
November 2015 |
|
Amulsar offtake(2),(7) |
81.91% |
|
|
Based on quotational period |
|
|
Until delivery of 2,110,425 ounces Au |
November 2015 |
|
Back Forty stream(3) |
18.5% |
85% |
|
30% spot price (max $600) |
$4 |
|
Life of mine |
March 2015 (silver) Nov. 2017 (gold) Amended June 2020 |
|
Mantos Blancos stream(4) |
|
100% |
|
|
8% spot |
|
Life of mine |
September 2015 |
|
Renard stream |
|
|
9.6% |
|
|
Lesser of 40% of sales price or $40 |
40 years |
July 2014 Amended Oct. 2018 |
|
Sasa stream(5) |
|
100% |
|
|
$5 |
|
40 years |
November 2015 |
|
Gibraltar stream(6) |
|
75% |
|
|
nil |
|
Life of mine |
March 2018 Amended April 2020 |
(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 Lydian elects to reduce the gold stream as outlined above. The Amulsar offtake applies to the sales from the first 2,110,425 ounces of refined gold, of which 1,853,751 ounces are attributable to OBL (less any ounces delivered pursuant to the Amulsar stream).
(3) The gold stream will be reduced to 9.25% after the delivery of 105,000 gold ounces.
(4) The stream percentage shall be payable on 100% of silver until 19,300,000 ounces have been delivered, after which the stream percentage will be 40%.
(5) 3% or consumer price index (CPI) per ounce price escalation after 2016.
(6) 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.
(7) 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 (35.6% as at June 30, 2021).
(8) The San Antonio stream was not included because it is cancelled on the accounting consolidation of Osisko Development.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter 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 August 9, 2021, 168,102,001 common shares were issued and outstanding. A total of 3,854,434 share options and 5,480,000 warrants were outstanding to purchase common shares. Convertible senior unsecured debentures of $300.0 million are outstanding and convertible at the holder's option into Osisko common shares at a conversion price of $22.89 per common share, representing a total of 13,106,160 common shares if all the debentures were converted.
Subsequent Events to June 30, 2021
Acquisition of a royalty interest
In July 2021, Osisko entered into a royalty transfer agreement with Sailfish Royalty Corp. ("Sailfish") pursuant to which Osisko purchased a 2.75% NSR royalty on the Tocantinzinho gold project ("Tocantinzinho"), located in Brazil, and operated by Eldorado Gold Corporation for cash consideration of US$10 million ($12.6 million). The operator of Tocantinzinho has a one-time buy-down option in relation to the royalty. At the time of project construction the operator may make a payment of US$5.5 million to reduce the royalty percentage by 2% resulting in a royalty of 0.75%. Pursuant to a pre-existing agreement entered into by Sailfish, the buy-down payment is payable to the original royalty owners.
Amendments to revolving credit facility
In July 2021, the Company amended its revolving credit facility and increased the amount available by $150.0 million to $550.0 million, with an additional uncommitted accordion of up to $100.0 million (for a total availability of up to $650.0 million). The maturity date of the Facility was extended to July 30, 2025, which can be extended annually.
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 from the royalty, stream and other interests segment (which exclude the assets held by Osisko Development and its subsidiaries).
Dividend
On August 9, 2021, the Board of Directors declared a quarterly dividend of $0.055 per common share payable on October 15, 2021 to shareholders of record as of the close of business on September 30, 2021.
Risks and Uncertainties
The Company is a royalty, stream, and offtake interests holder and investor that operates in an industry that is dependent on a number of factors that include environmental, legal and political risks, the discovery of economically recoverable resources and the conversion of these mineral resources to mineral reserves and the ability of third-party partners to maintain an economic production. An investment in the Company's securities is subject to a number of risks and uncertainties. An investor should carefully consider the risks described in Osisko's most recent Annual Information Form and the other information filed with the Canadian securities regulators and the U.S Securities and Exchange Commission ("SEC") as well as the additional risks listed below before investing in the Company's securities. If any of such described risks occur, or if others occur, the Company's business, operating results and financial condition could be seriously harmed and investors may lose a significant proportion of their investment.
There are important risks which management believes could impact the Company's business. For information on risks and uncertainties, please also refer to the Risk Factors section of Osisko's most recent Annual Information Form filed on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
Disclosure Controls and Procedures and Internal Control over Financial Reporting
Disclosure Controls and Procedures
The Chief Executive Officer (the "CEO") and the Chief Financial Officer (the "CFO") of the Company are responsible for establishing and maintaining the Company's disclosure controls and procedures ("DCP") including adherence to the Disclosure Policy adopted by the Company. The Disclosure Policy requires all staff to keep senior management fully apprised of all material information affecting the Company so that they may evaluate and discuss this information and determine the appropriateness and timing for public disclosure.
The Company maintains DCP designed to ensure that information required to be disclosed in reports filed under applicable Canadian securities laws and the U.S. Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the appropriate time periods and that such information is accumulated and communicated to the Company's management, including the CEO and CFO, to allow for timely decisions regarding required disclosure.
In designing and evaluating DCP, the Company recognizes that any disclosure controls and procedures, no matter how well conceived or operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met, and management is required to exercise its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
The CEO and CFO have evaluated whether there were changes to the DCP during the three and six months ended June 30, 2021 that have materially affected, or are reasonably likely to materially affect, the DCP. No such changes were identified through their evaluation.
Internal Control over Financial Reporting
The Company's management, including the CEO and the CFO, are responsible for establishing and maintaining adequate internal control over financial reporting ("ICFR") for the Company to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The fundamental issue is ensuring all transactions are properly authorized and identified and entered into a well-designed, robust and clearly understood accounting system on a timely basis to minimize risk of inaccuracy, failure to fairly reflect transactions, failure to fairly record transactions necessary to present financial statements in accordance with IFRS, unauthorized receipts and expenditures, or the inability to provide assurance that unauthorized acquisitions or dispositions of assets can be detected.
The 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 three and six months ended June 30, 2021 that have materially affected, or are reasonably likely to materially affect, the ICFR. No such changes were identified through their evaluation.
Basis of Presentation of Consolidated Financial Statements
The unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2021 have been prepared in accordance with the IFRS as issued by the IASB applicable to the preparation of interim financial statements, including International Accounting Standard ("IAS") 34, Interim Financial Reporting. The unaudited condensed interim consolidated financial statements should be read in conjunction with the Company's annual consolidated financial statements for the year ended December 31, 2020, which have been prepared in accordance with IFRS as issued by the IASB. The accounting policies, methods of computation and presentation applied in the unaudited condensed interim consolidated financial statements are consistent with those of the previous financial year, except as otherwise disclosed below.
The significant accounting policies of Osisko are detailed in the notes to the audited consolidated financial statements for the year ended December 31, 2020, filed on SEDAR at www.sedar.com, EDGAR at www.sec.gov and on Osisko's website at www.osiskogr.com.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter 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.
Critical accounting estimates and assumptions as well as critical judgements in applying the Company's accounting policies are detailed in the audited consolidated financial statements for the year ended December 31, 2020, filed on SEDAR at www.sedar.com, EDGAR at www.sec.gov and on Osisko's website at www.osiskogr.com.
Financial Instruments
All financial instruments are required to be measured at fair value on initial recognition. The fair value is based on quoted market prices, unless the financial instruments are not traded in an active market. In this case, the fair value is determined by using valuation techniques like discounted cash flows, the Black-Scholes option pricing model or other valuation techniques. Measurement in subsequent periods depends on the classification of the financial instrument. A description of financial instruments and their fair value is included in the audited consolidated financial statements for the year ended December 31, 2020 and in the unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2021, both 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 "Qualified Persons" ("QP") as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
Non-IFRS Financial Performance Measures
The Company has included certain non-IFRS measures including "Adjusted Earnings" and "Adjusted Earnings per basic share" to supplement its consolidated financial statements, which are presented in accordance with IFRS.
The Company believes that these measures, together with measures determined in accordance with IFRS, provide investors with an improved ability to evaluate the underlying performance of the Company. Non-IFRS measures do not have any standardized meaning prescribed under IFRS, and therefore they may not be comparable to similar measures employed by other companies. The data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
Adjusted Earnings (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 exploration and evaluation assets", "Unrealized gain (loss) on investments", "Share of loss of associates", "Deferred premium income on flow-through shares", "Deferred income tax expense (recovery)" and other unusual items such as transaction costs.
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.
| For the three months ended June 30, | ||||||||||||||||||
| 2021 | 2020 | |||||||||||||||||
| Osisko Gold Royalties (i) |
Osisko Development (ii) |
Consolidated | Osisko Gold Royalties (i) |
Osisko Development (ii) |
Consolidated | |||||||||||||
| (in thousands of dollars, except per share amounts) |
$ | $ | $ | $ | $ | $ | ||||||||||||
| Net earnings (loss) | 16,341 | (41,404 | ) | (25,063 | ) | 12,781 | 267 | 13,048 | ||||||||||
| Adjustments: | ||||||||||||||||||
| Impairment of assets | - | 40,479 | 40,479 | 3,117 | - | 3,117 | ||||||||||||
| Foreign exchange (gain) loss | (169 | ) | 791 | 622 | 544 | - | 544 | |||||||||||
| Unrealized loss (gain) on investments | 1,553 | 13 | 1,566 | (11,337 | ) | (2,586 | ) | (13,923 | ) | |||||||||
| Share of loss of associates | 1,111 | 750 | 1,861 | 628 | 830 | 1,458 | ||||||||||||
| Deferred premium income on flow-through shares | - | (2,798 | ) | (2,798 | ) | - | - | - | ||||||||||
| Deferred income tax expense (recovery) | 5,041 | (1,558 | ) | 3,483 | 881 | 608 | 1,489 | |||||||||||
| Adjusted earnings (loss) | 23,877 | (3,727 | ) | 20,150 | 6,614 | (881 | ) | 5,733 | ||||||||||
| Weighted average number of common shares outstanding (000's) |
167,895 | 167,895 | 167,895 | 164,733 | 164,733 | 164,733 | ||||||||||||
| Adjusted earnings (loss) per basic share | 0.14 | (0.02 | ) | 0.12 | 0.04 | (0.01 | ) | 0.03 | ||||||||||
(i) Osisko Gold Royalties Ltd and its subsidiaries, excluding Osisko Development Corp. and its subsidiaries. Represents the royalty, stream and other interests segment.
(ii) Osisko Development Corp. and its subsidiaries. Represents the mining exploration, evaluation and development segment.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
| For the six months ended June 30, | ||||||||||||||||||
| 2021 | 2020 | |||||||||||||||||
| Osisko Gold Royalties (i) |
Osisko Development (ii) |
Consolidated | Osisko Gold Royalties (i) |
Osisko Development (ii) |
Consolidated | |||||||||||||
| (in thousands of dollars, except per share amounts) |
$ | $ | $ | $ | $ | $ | ||||||||||||
| Net earnings (loss) | 29,805 | (45,105 | ) | (15,300 | ) | (213 | ) | (57 | ) | (270 | ) | |||||||
| Adjustments: | ||||||||||||||||||
| Impairment assets | 4,400 | 40,479 | 44,879 | 30,323 | - | 30,323 | ||||||||||||
| Foreign exchange (gain) loss | (140 | ) | 1,535 | 1,395 | (1,557 | ) | - | (1,557 | ) | |||||||||
| Unrealized loss (gain) on investments | 2,942 | (1,297 | ) | 1,645 | (10,582 | ) | (4,876 | ) | (15,458 | ) | ||||||||
| Share of loss of associates | 736 | 1,157 | 1,893 | 1,785 | 1,389 | 3,174 | ||||||||||||
| Deferred premium income on flow-through shares | - | (3,267 | ) | (3,267 | ) | - | - | - | ||||||||||
| Deferred income tax expense (recovery) | 9,573 | (2,740 | ) | 6,833 | (2,459 | ) | 434 | (2,025 | ) | |||||||||
| Adjusted earnings (loss) | 47,316 | (9,238 | ) | 38,078 | 17,297 | (3,110 | ) | 14,187 | ||||||||||
| Weighted average number of common shares outstanding (000's) |
167,696 | 167,696 | 167,696 | 160,067 | 160,067 | 160,067 | ||||||||||||
| Adjusted earnings (loss) per basic share | 0.28 | (0.06 | ) | 0.23 | 0.11 | (0.02 | ) | 0.09 | ||||||||||
(i) Osisko Gold Royalties Ltd and its subsidiaries, excluding Osisko Development Corp. and its subsidiaries. Represents the royalty, stream and other interests segment.
(ii) Osisko Development Corp. and its subsidiaries (carve-out of the mining activities of Osisko Gold Royalties prior to the reverse take-over transaction completed on November 25, 2020 and creating Osisko Development). Represents the mining exploration, evaluation and development segment.
Forward-looking Statements
Certain statements contained in this MD&A may be deemed "forward-looking statements" within the meaning of applicable Canadian and U.S. securities laws. All statements in this MD&A, other than statements of historical fact, that address future events, developments or performance that Osisko expects to occur including management's expectations regarding Osisko's growth, results of operations, estimated future revenues, carrying value of assets, requirements for additional capital, mineral reserve and mineral resource estimates, production estimates, production costs and revenue estimates, future demand for and prices of commodities, business prospects and opportunities and outlook on gold, silver, diamonds, other commodities and currency markets are forward-looking statements. In addition, statements (including data in tables) relating to mineral reserves and resources and gold equivalent ounces are forward-looking statements, as they involve implied assessment, based on certain estimates and assumptions, and no assurance can be given that the estimates will be realized. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential", "scheduled" and similar expressions or variations (including negative variations), or that events or conditions "will", "would", "may", "could" or "should" occur including, without limitation, the performance of the assets of Osisko, any estimate of gold equivalent ounces to be received in 2021, the realization of the anticipated benefits deriving from Osisko's investments and transactions, Osisko's ability to seize future opportunities. Although Osisko believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements involve known and unknown risks, uncertainties and other factors, most of which are beyond the control of Osisko, and are not guarantees of future performance and actual results may accordingly differ materially from those in forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include, without limitation: fluctuations in the prices of the commodities that drive royalties, streams, offtakes and investments held by Osisko; fluctuations in the value of the Canadian dollar relative to the U.S. dollar; regulatory changes by national and local governments, including permitting and licensing regimes and taxation policies; regulations and political or economic developments in any of the countries where properties in which Osisko holds a royalty, stream or other interest are located or through which they are held; risks related to the operators of the properties in which Osisko holds a royalty, stream or other interests; the unfavorable outcome of litigation relating to any of the properties in which Osisko holds a royalty, stream or other interests; business opportunities that become available to, or are pursued by Osisko; continued availability of capital and financing and general economic, market or business conditions; litigation; title, permit or license disputes related to interests on any of the properties in which Osisko holds a royalty, stream or other interest; development, permitting, infrastructure, operating or technical difficulties on any of the properties in which Osisko holds a royalty, stream or other interest; rate and timing of production differences from resource estimates or production forecasts by operators of properties in which Osisko holds a royalty, stream or other interest; risks and hazards associated with the business of exploring, development and mining on any of the properties in which Osisko holds a royalty, stream or other interest, including, but not limited to unusual or unexpected geological and metallurgical conditions, slope failures or cave-ins, flooding and other natural disasters or civil unrest or other uninsured risks, the integration of acquired assets and 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 integration of acquired assets. The forward-looking statements contained in this MD&A are based upon assumptions management believes to be reasonable, including, without limitation: the ongoing operation of the properties in which Osisko holds a royalty, stream or other interest by the owners or operators of such properties in a manner consistent with past practice; the accuracy of public statements and disclosures made by the owners or operators of such underlying properties; no material adverse change in the market price of the commodities that underlie the asset portfolio; the Company's ongoing income and assets relating to determination of its PFIC status; no adverse development in respect of any significant property in which Osisko holds a royalty, stream or other interest; the accuracy of publicly disclosed expectations for the development of underlying properties that are not yet in production; integration of acquired assets; and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended. For additional information on risks, uncertainties and assumptions, please refer to the Annual Information Form of Osisko filed on SEDAR at www.sedar.com and EDGAR at www.sec.gov which also provides additional general assumptions in connection with these statements. Osisko cautions that the foregoing list of risk and uncertainties is not exhaustive. Investors and others should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. Osisko believes that the assumptions reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this MD&A should not be unduly relied upon. These statements speak only as of the date of this MD&A. Osisko undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable law.
| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
Cautionary Note to U.S. Investors Regarding the Use of Mineral Reserve and Mineral Resource Estimates
Osisko is subject to the reporting requirements of the applicable Canadian securities laws, and as a result reports its mineral reserves according to Canadian standards. Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101, Standards of Disclosure for Mineral Properties ("NI 43-101"). The definitions of NI 43-101 are adopted from those given by the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM"). U.S. reporting requirements are currently governed by the SEC's Industry Guide 7 ("Guide 7"). This MD&A includes estimates of mineral reserves and mineral resources reported in accordance with NI 43-101. These reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but embody different approaches and definitions. For example, under Guide 7, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Consequently, the definitions of "Proven Mineral Reserves" and "Probable Mineral Reserves" under CIM standards differ in certain respects from the standards of Guide 7. Osisko also reports estimates of "mineral resources" in accordance with NI 43-101. While the terms "Mineral Resource," "Measured Mineral Resource," "Indicated Mineral Resource" and "Inferred Mineral Resource" are recognized by NI 43-101, they are not defined terms under Guide 7 and, generally, U.S. companies reporting pursuant to Guide 7 are not permitted to report estimates of mineral resources of any category in documents filed with the SEC. As such, certain information contained in this MD&A concerning descriptions of mineralization and estimates of mineral reserves and mineral resources under Canadian standards is not comparable to similar information made public by United States companies subject to the reporting and disclosure requirements of the SEC pursuant to Guide 7. Readers are cautioned not to assume that all or any part of Measured Mineral Resources or Indicated Mineral Resources will ever be converted into Mineral Reserves. Readers are also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable. Further, an "Inferred Mineral Resource" has a great amount of uncertainty as to its existence and as to its economic and legal feasibility, and a reader cannot assume that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies.
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(Signed) Sandeep Singh Sandeep Singh President and Chief Executive Officer August 9, 2021 |
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| Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
| 2021 - Second Quarter Report |
Corporate Information
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Osisko Gold Royalties Ltd |
Osisko Bermuda Limited |
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1100 av. des Canadiens-de-Montréal |
Cumberland House |
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Suite 300 |
1 Victoria Street |
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Montréal, Québec, Canada H3B 2S2 |
Hamilton HM11 |
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Tel.: (514) 940-0670 |
Bermuda |
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Fax: (514) 940-0669 |
Tel.: (441) 824-7474 |
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Email: info@osiskogr.com |
Fax: (441) 292-6140 |
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Web site: www.osiskogr.com |
Michael Spencer, Managing Director |
| Osisko Development Corp. | |
| 1100 av. des Canadiens-de-Montréal | |
| Suite 300 | |
| Montréal, Québec, Canada H3B 2S2 | |
| Tel.: (514) 940-0685 | |
| Fax: (514) 940-0687 | |
| Email: info@osiskodev.com | |
| Web site: www.osiskodev.com |
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Directors |
Officers |
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Sean Roosen, Executive Chair |
Sean Roosen, Executive Chair |
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Joanne Ferstman, Lead Director |
Sandeep Singh, President and Chief Executive Officer |
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The Hon. John R. Baird |
Guy Desharnais, Vice President, Project Evaluation |
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Christopher C. Curfman |
Iain Farmer, Vice President, Corporate Development |
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Candace MacGibbon |
André Le Bel, Vice President, Legal Affairs and |
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William Murray John |
Corporate Secretary |
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Pierre Labbé |
Frédéric Ruel, Vice President, Finance and Chief |
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Charles E. Page |
Financial Officer |
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Sandeep Singh |
Heather Taylor, Vice President, Investor Relations |
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Qualified Person (as defined by NI 43-101) |
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Guy Desharnais, Ph.D., P. Geo, Vice-President, Project Evaluation |
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Exchange listings
Toronto Stock Exchange
- Common shares: OR
- Warrants: OR.WT (Exercise price: $36.50 / Expiry date: March 5, 2022)
- Convertible debentures: OR.DB (Conversion price: $22.89 / Maturity date: December 31, 2022)
New York Stock Exchange
- Common shares: OR
Dividend Reinvestment Plan
Information available at http://osiskogr.com/en/dividends/drip/
Transfer Agents
Canada: AST Trust Company (Canada)
United States of America: American Stock Transfer & Trust Company, LLC
Auditors
PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l.
FORM 52-109F2
CERTIFICATION OF INTERIM 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 interim financial report and interim MD&A (together, the "interim filings") of Osisko Gold Royalties Ltd (the "issuer") for the interim period ended June 30, 2021.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim 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, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim 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 interim 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, 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 end of the period covered by the interim filings
(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 interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Internal Control-Integrated Framework (2013) (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2 ICFR - material weakness relating to design: N/A
5.3 Limitation on scope of design: N/A
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on April 1st, 2021 and ended on June 30, 2021 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
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August 9, 2021 |
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/s/ Sandeep Singh |
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Sandeep Singh |
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President and Chief Executive Officer |
FORM 52-109F2
CERTIFICATION OF INTERIM 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 interim financial report and interim MD&A (together, the "interim filings") of Osisko Gold Royalties Ltd (the "issuer") for the interim period ended June 30, 2021.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim 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, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim 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 interim 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, 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 end of the period covered by the interim filings
(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 interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Internal Control-Integrated Framework (2013) (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2 ICFR - material weakness relating to design: N/A
5.3 Limitation on scope of design: N/A
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on April 1st, 2021 and ended on June 30, 2021 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
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August 9, 2021 |
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/s/ Frédéric Ruel |
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Frédéric Ruel Chief Financial Officer and Vice President, Finance |
OSISKO DECLARES A 10% INCREASE IN QUARTERLY DIVIDEND
(Montreal, August 9, 2021) Osisko Gold Royalties Ltd (the "Company" or "Osisko") (OR: TSX & NYSE) is pleased to announce a third quarter 2021 dividend of C$0.055 per common share, a 10% increase over the second quarter 2021, for an annualized dividend of $0.22 per share. The dividend will be payable on October 15, 2021 to shareholders of record as of the close of business on September 30, 2021.
Sandeep Singh, President and CEO of Osisko commented: "On the back of strong first half 2021 results and our ongoing financial strength, we are pleased to prioritize returns to shareholders by increasing our quarterly dividend by 10%."
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 September 30, 2021. This dividend is an "eligible dividend" as defined in the Income Tax Act (Canada).
The Company also wishes to remind its shareholders that it has implemented a dividend reinvestment plan (the "Plan"). Shareholders who are residents of Canada and the United States may elect to participate in the Plan in connection with the dividend to be paid on October 15, 2021 to shareholders on record as of September 30, 2021. 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 the Agent at 1-800-387-0825 (toll-free in Canada) or inquiries@canstockta.com.
Participation in the Plan does not relieve shareholders of any liability for taxes that may be payable in respect of dividends that are reinvested in common shares under the Plan. Shareholders should consult their tax advisors concerning the tax implications of their participation in the Plan having regard to their particular circumstances.
This press release is not an offer or a solicitation of an offer of securities.
About Osisko Gold Royalties Ltd
Osisko Gold Royalties Ltd is an intermediate precious metal royalty company focused on the Americas that commenced activities in June 2014. Osisko holds a North American focused portfolio of over 150 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 STRONG SECOND QUARTER 2021 RESULTS
INCREASES QUARTERLY DIVIDEND BY 10%
Record operating cash flows from the royalties and streams segment of $37.3 million
Record cash margin of $47.2 million
Montréal, August 9, 2021 - Osisko Gold Royalties Ltd (the "Company" or "Osisko") (OR: TSX & NYSE) today announced its consolidated financial results for the second quarter of 2021. Amounts presented are in Canadian dollars, except where otherwise noted.
Financial Highlights
- Earned 20,178 GEOs1 (Q2 2020 -12,245 GEOs)
- Record revenues from royalties and streams of $49.9 million (Q2 2020 - $28.7 million)
- Cash margin4 of 94% from royalty and stream interests (Q2 2020 - 95%)
- Consolidated cash flows from operating activities of $30.9 million (Q2 2020 - $15.4 million)
- Record operating cash flows from the royalties and streams segment2 of $37.3 million
- Operating cash flows from the mining exploration and development segment3 (i.e. Osisko Development Corp. - TSX-V:ODV) of ($6.4) million
- Net loss attributable to Osisko's shareholders of $14.8 million, or $0.09 per basic share (Q2 2020 - net earnings of $13.0 million, or $0.08 per basic share), as a result of an impairment charge of $36.1 million on the Bonanza Ledge Phase 2 project, operated by Osisko Development
- Adjusted earnings5 of $20.2 million, or $0.12 per basic share5 (Q2 2020 - $5.7 million, or $0.03 per basic share)
- Adjusted earnings5 from the royalties and streams segment2 of $23.9 million, or $0.14 per basic share5
- Adjusted loss5 from the mining exploration and development segment3 of $3.7 million, or $0.02 per basic share5
- Quarterly dividend increased by 10% to $0.055 per share (annualized dividend of $0.22 per share), payable on October 15, 2021 to shareholders of record as of the close of business on September 30, 2021
- Osisko amended its revolving credit facility and increased the amount available by $150.0 million to $550.0 million, with an additional uncommitted accordion of up to $100.0 million (for a total availability of up to $650.0 million). The maturity date of the facility was extended to July 30, 2025, which can be further extended annually. The applicable margins have also been reduced, therefore reducing the fees on the undrawn and drawn portions of the facility. The drawn portion of the facility remains unchanged.
Sandeep Singh, President and CEO of Osisko commented on the activities of the second quarter of 2021: "In the second quarter, our royalty and streaming business generated record revenues, cash margins and operating cash flows, as our main assets continue to deliver strong performance. The increase and extension of our credit facility, at a reduced cost of capital, also demonstrates the confidence of our lenders in our business and increases our financial flexibility and ability to pursue growth opportunities. On the back of strong first half 2021 results and our ongoing financial strength, we have prioritized returns to shareholders and increased our quarterly dividend by 10%. Our high margin business affords us the ability to continue, and increase, returns to investors despite a volatile market."
Financial Highlights by Operating Segment
(in thousands of dollars, except per share amounts)
As a result of its 75% ownership in Osisko Development, the assets, liabilities, results of operations and cash flows of the Company consolidate the activities of Osisko Development and its subsidiaries. The table below provides some financial highlights per operating segment. More information per operating segment can be found in the consolidated financial statements and management's discussion and analysis for the three months ended June 30, 2021.
| For the three months ended June 30, | ||||||||||||||||||||
| Osisko Gold Royalties (i) | Osisko Development (ii) | Consolidated | ||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | |||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||
| Cash (As at June 30, 2021 and Dec. 31, 2020) (iii) | 110,341 | 105,097 | 144,622 | 197,427 | 254,963 | 302,524 | ||||||||||||||
| Revenues | 57,246 | 40,758 | 775 | - | 57,246 | 40,758 | ||||||||||||||
| Cash margin (iv) | 47,150 | 27,813 | - | - | 47,150 | 27,813 | ||||||||||||||
| Gross profit | 35,713 | 19,121 | - | - | 35,713 | 19,121 | ||||||||||||||
| Operating expenses (G&A, bus. dev and exploration) |
(6,483 | ) | (6,488 | ) | (4,649 | ) | (998 | ) | (11,132 | ) | (7,486 | ) | ||||||||
| Net earnings (loss) | 16,341 | 12,781 | (41,404 | ) | 267 | (25,063 | ) | 13,048 | ||||||||||||
| Net earnings (loss) attributable to Osisko's shareholders |
n/a | n/a | n/a | n/a | (14,759 | ) | 13,048 | |||||||||||||
| Net earnings (loss) per share (v) | n/a | n/a | n/a | n/a | (0.09 | ) | 0.08 | |||||||||||||
| Adjusted net earnings (loss) (vi) | 23,877 | 6,614 | (3,727 | ) | (881 | ) | 20,150 | 5,733 | ||||||||||||
| Adjusted net earnings (loss) per basic share (vi) | 0.14 | 0.04 | (0.02 | ) | (0.01 | ) | 0.12 | 0.03 | ||||||||||||
| Cash flows from operating activities (vii) | 37,340 | 16,802 | (6,423 | ) | (1,380 | ) | 30,917 | 15,422 | ||||||||||||
| Cash flows from investing activities (vii) | (42,377 | ) | (32,215 | ) | (47,464 | ) | (11,459 | ) | (89,841 | ) | (43,674 | ) | ||||||||
| Cash flows from financing activities | (3,542 | ) | 63,733 | (1,718 | ) | 12,813 | (5,260 | ) | 76,546 | |||||||||||
(i) Osisko Gold Royalties Ltd and its subsidiaries, excluding Osisko Development Corp. and its subsidiaries. Represents the royalty, stream and other interests segment.
(ii) Osisko Development Corp. and its subsidiaries (carve-out of the mining activities of Osisko prior to the reverse take-over transaction completed on November 25, 2020 and creating Osisko Development). Represents the mining exploration, evaluation and development segment.
(iii) As at June 30, 2021 and December 31, 2020.
(iv) 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 Notes at the end of this press release for a reconciliation.
(v) Attributable to Osisko's shareholders.
(vi) Adjusted earnings (loss) and adjusted earnings (loss) per basic share" are non-IFRS financial performance measures which have no standard definition under IFRS. Please refer to the Notes at the end of this press release for a reconciliation.
(vii) Consolidated results are net of the intersegment transactions.
Other Highlights
- Published Osisko's inaugural ESG report and commitment to the Ten Principles of the United Nations Global Compact.
- 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 held by Waterton Global Resource Management, and increased the Company's current net smelter return ("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).
- Entered into a royalty transfer agreement to purchase a 2.75% NSR royalty on the Tocantinzinho gold project ("Tocantinzinho") held by Eldorado Gold Corp. for cash consideration of US$10 million ($12.6 million). The operator of Tocantinzinho has a one-time buy-down option in relation to the royalty. At the time of project construction, the operator may make a payment of US$5.5 million to reduce the royalty percentage by 2% resulting in a royalty of 0.75%. Pursuant to a pre-existing agreement, the buy-down payment is payable to the original royalty owners.
- GoGold Resources Inc. ("GoGold") and Osisko Bermuda Limited ("Osisko Bermuda"), a subsidiary of Osisko, entered into an agreement to convert the current Parral gold and silver offtake into a life-of-mine gold and silver stream. Under the stream, Osisko Bermuda will receive, 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. Osisko currently has no other offtake agreements on producing assets.
- Declared a quarterly dividend of $0.05 per common share paid on April 15, 2021 to shareholders of record as of the close of business on March 31, 2021.
Osisko Development Update
Osisko Development is currently conducting an extensive drilling program of approximately 200,000 metres to expand and delineate the known and new vein corridors and deposits at the Cariboo gold project. This exploration is focused on the expansion of the Lowhee Zone and further delineation of the Cow, Valley, Mosquito and Shaft deposits with ten diamond drill rigs. Regional greenfield exploration will occur along the Burns, Yanks and Cariboo Hudson targets and will include geological mapping and geochemical surface sampling.
A total of approximately 100,000 metres have been drilled thus far in 2021 by Osisko Development as part of the exploration and category conversion program at the Cariboo gold property on Mosquito Creek, Lowhee, Valley and Shaft. The drilling confirmed down dip extensions of mineralized vein corridors and high-grade intercepts within the current mineral resource estimate. The objective of the 2021 exploration and delineation program is to convert inferred resources to indicated resources to support reserves for the ongoing feasibility study and to increase overall ounces in the inferred and indicated resource categories by exploring the depth and strike potential of the known deposits.
Osisko Development received the Cow Mountain Underground Bulk Sample Permit in July 2021. Design and development work has been initiated for the underground portal. Osisko Development will also continue developing the Cariboo gold deposit and is working at completing a feasibility study in the first semester of 2022.
Impairment - Bonanza Ledge Phase 2 project
In March 2021, processing of ore commenced at the Bonanza Ledge Phase 2 project and Osisko Development earned its first pre-commercial production revenues of $0.8 million since recommissioning of the Quesnel Regional Mill. This is a small underground satellite project that will help train the workforce and also serve to permanently sequester above-ground waste material from historical operations and mitigate an existing environmental liability.
As a result of operational challenges incurred during the second quarter for 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.
For additional information on the Osisko Development activities, please refer to the press releases and other documents filed on Sedar (www.sedar.com) under Osisko Development's profile and on its website (www.osiskodev.com).
Q2 2021 Results and Conference Call Details
| Conference Call: | Tuesday, August 10, 2021 at 10:00 am EDT |
| Dial-in Numbers: | North American Toll-Free: 1 (888) 550-4423 Local and International: 1 (438) 801-4067 |
| Replay (available until August 17, 2021 at 11:59 pm EDT): | North American Toll-Free: 1 (800) 770-2030 Local and International: 1 (647) 362-9199 Access code: 1981388 |
| 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 focused on the Americas that commenced activities in June 2014. Osisko holds a North American focused portfolio of over 150 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 has been converted to gold equivalent ounces by multiplying the silver ounces by the average silver price for the period and dividing by the average gold price for the period. Diamonds, other metals and cash royalties were converted into gold equivalent ounces by dividing the associated revenue by the average gold price for the period. Offtake agreements were converted using the financial settlement equivalent divided by the average gold price for the period.
Average Metal Prices and Exchange Rate
|
|
Three months ended June 30, |
|
Six months ended June 30, |
||
|
|
2021 |
2020 |
|
2021 |
2020 |
|
|
|
|
|
|
|
|
Gold(1) |
$1,816 |
$1,711 |
|
$1,805 |
$1,645 |
|
Silver(2) |
$27 |
$16 |
|
$26 |
$17 |
|
|
|
|
|
|
|
|
Exchange rate (US$/Can$)(3) |
1.2282 |
1.3853 |
|
1.2471 |
1.3651 |
(1) The London Bullion Market Association's pm price in U.S. dollars.
(2) The London Bullion Market Association's price in U.S. dollars.
(3) Bank of Canada daily rate.
(2) The royalties and streams segment refers to the royalty, stream and other interests segment, which corresponds to the activities of Osisko Gold Royalties Ltd and its subsidiaries, excluding Osisko Development Corp. and its subsidiaries.
(3) The mining exploration and development segment refers to the mining exploration, evaluation and development segment, which corresponds to the activities of Osisko Development Corp. and its subsidiaries.
(4) Cash margin, which represents revenues less cost of sales, is a non-IFRS measure. The Company believes that this non-IFRS generally-accepted industry measure provides a realistic indication of operating performance and provides a useful comparison with its peers. The following table reconciles the cash margin to the revenues and cost of sales presented in the consolidated statements of income (loss) and related notes (in thousands of Canadian dollars):
| Three months ended June 30, |
Six months ended June 30, |
|||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| $ | $ | $ | $ | |||||||||
| Revenues | 57,246 | 40,758 | 124,169 | 93,363 | ||||||||
| Less: Revenues from offtake interests | (7,339 | ) | (12,025 | ) | (25,265 | ) | (26,796 | ) | ||||
| Revenues from royalty and stream interests | 49,907 | 28,733 | 98,904 | 66,567 | ||||||||
| Cost of sales | (10,096 | ) | (12,945 | ) | (30,493 | ) | (30,228 | ) | ||||
| Less: Cost of sales of offtake interests | 7,104 | 11,454 | 24,343 | 25,376 | ||||||||
| Cost of sales of royalty and stream interests | (2,992 | ) | (1,491 | ) | (6,150 | ) | (4,852 | ) | ||||
| Revenues from royalty and stream interests | 49,907 | 28,733 | 98,904 | 66,567 | ||||||||
| Less: Cost of sales of royalty and stream interests | (2,992 | ) | (1,491 | ) | (6,150 | ) | (4,852 | ) | ||||
| Cash margin from royalty and stream interests | 46,915 | 27,242 | 92,754 | 61,715 | ||||||||
| 94% | 95% | 94% | 93% | |||||||||
| Revenues from offtake interests | 7,339 | 12,025 | 25,265 | 26,796 | ||||||||
| Less: Cost of sales of offtake interests | (7,104 | ) | (11,454 | ) | (24,343 | ) | (25,376 | ) | ||||
| Cash margin from offtake interests | 235 | 571 | 922 | 1,420 | ||||||||
| 3% | 5% | 4% | 5% | |||||||||
(5) The Company has included certain non-IFRS measures including "Adjusted Earnings" and "Adjusted Earnings per basic share" to supplement its consolidated financial statements, which are presented in accordance with IFRS.
The Company believes that these measures, together with measures determined in accordance with IFRS, provide investors with an improved ability to evaluate the underlying performance of the Company. Non-IFRS measures do not have any standardized meaning prescribed under IFRS, and therefore they may not be comparable to similar measures employed by other companies. The data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
"Adjusted earnings (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 exploration and evaluation assets", "Unrealized gain (loss) on investments", "Share of loss of associates", "Deferred premium income on flow-through shares", "Deferred income tax expense (recovery)" and other unusual items such as transaction costs.
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.
| For the three months ended June 30, | ||||||||||||||||||
| 2021 | 2020 | |||||||||||||||||
| Osisko Gold Royalties (i) |
Osisko Development (ii) |
Consolidated | Osisko Gold Royalties (i) |
Osisko Development (ii) |
Consolidated | |||||||||||||
| (in thousands of dollars, except per share amounts) |
$ | $ | $ | $ | $ | $ | ||||||||||||
| Net earnings (loss) | 16,341 | (41,404 | ) | (25,063 | ) | 12,781 | 267 | 13,048 | ||||||||||
| Adjustments: | ||||||||||||||||||
| Impairment of assets | - | 40,479 | 40,479 | 3,117 | - | 3,117 | ||||||||||||
| Foreign exchange (gain) loss | (169 | ) | 791 | 622 | 544 | - | 544 | |||||||||||
| Unrealized loss (gain) on investments | 1,553 | 13 | 1,566 | (11,337 | ) | (2,586 | ) | (13,923 | ) | |||||||||
| Share of loss of associates | 1,111 | 750 | 1,861 | 628 | 830 | 1,458 | ||||||||||||
| Deferred premium income on flow-through shares | - | (2,798 | ) | (2,798 | ) | - | - | - | ||||||||||
| Deferred income tax expense (recovery) | 5,041 | (1,558 | ) | 3,483 | 881 | 608 | 1,489 | |||||||||||
| Adjusted earnings (loss) | 23,877 | (3,727 | ) | 20,150 | 6,614 | (881 | ) | 5,733 | ||||||||||
| Weighted average number of common shares outstanding (000's) |
167,895 | 167,895 | 167,895 | 164,733 | 164,733 | 164,733 | ||||||||||||
| Adjusted earnings (loss) per basic share | 0.14 | (0.02 | ) | 0.12 | 0.04 | (0.01 | ) | 0.03 | ||||||||||
(i) Osisko Gold Royalties Ltd and its subsidiaries, excluding Osisko Development Corp. and its subsidiaries. Represents the royalty, stream and other interests segment.
(ii) Osisko Development Corp. and its subsidiaries. Represents the mining exploration, evaluation and development segment.
| For the six months ended June 30, | ||||||||||||||||||
| 2021 | 2020 | |||||||||||||||||
| Osisko Gold Royalties (i) |
Osisko Development (ii) |
Consolidated | Osisko Gold Royalties (i) |
Osisko Development (ii) |
Consolidated | |||||||||||||
| (in thousands of dollars, except per share amounts) |
$ | $ | $ | $ | $ | $ | ||||||||||||
| Net earnings (loss) | 29,805 | (45,105 | ) | (15,300 | ) | (213 | ) | (57 | ) | (270 | ) | |||||||
| Adjustments: | ||||||||||||||||||
| Impairment assets | 4,400 | 40,479 | 44,879 | 30,323 | - | 30,323 | ||||||||||||
| Foreign exchange (gain) loss | (140 | ) | 1,535 | 1,395 | (1,557 | ) | - | (1,557 | ) | |||||||||
| Unrealized loss (gain) on investments | 2,942 | (1,297 | ) | 1,645 | (10,582 | ) | (4,876 | ) | (15,458 | ) | ||||||||
| Share of loss of associates | 736 | 1,157 | 1,893 | 1,785 | 1,389 | 3,174 | ||||||||||||
| Deferred premium income on flow-through shares | - | (3,267 | ) | (3,267 | ) | - | - | - | ||||||||||
| Deferred income tax expense (recovery) | 9,573 | (2,740 | ) | 6,833 | (2,459 | ) | 434 | (2,025 | ) | |||||||||
| Adjusted earnings (loss) | 47,316 | (9,238 | ) | 38,078 | 17,297 | (3,110 | ) | 14,187 | ||||||||||
| Weighted average number of common shares outstanding (000's) |
167,696 | 167,696 | 167,696 | 160,067 | 160,067 | 160,067 | ||||||||||||
| Adjusted earnings (loss) per basic share | 0.28 | (0.06 | ) | 0.23 | 0.11 | (0.02 | ) | 0.09 | ||||||||||
(i) Osisko Gold Royalties Ltd and its subsidiaries, excluding Osisko Development Corp. and its subsidiaries. Represents the royalty, stream and other interests segment.
(ii) Osisko Development Corp. and its subsidiaries (carve-out of the mining activities of Osisko Gold Royalties prior to the reverse take-over transaction completed on November 25, 2020 and creating Osisko Development). Represents the mining exploration, evaluation and development segment.
Forward-looking Statements
This news release contains forward-looking information and forward-looking statements (together, "forward-looking statements") within the meaning of applicable Canadian securities laws and the United States Private Securities Litigation Reform Act of 1995. All statements in this release, other than statements of historical fact, that address future events, developments or performance that Osisko expects to occur including management's expectations regarding Osisko's growth, results of operations, estimated future revenue, requirements for additional capital, production estimates, production costs and revenue, business prospects and opportunities are forward-looking statements. In addition, statements relating to gold equivalent ounces ("GEOs"), especially as they relate to production guidance for 2021, are forward-looking statements, as they involve implied assessment, based on certain estimates and assumptions, and no assurance can be given that the GEOs will be realized. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "is expected" "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential", "scheduled" and similar expressions or variations (including negative variations of such words and phrases), or may be identified by statements to the effect that certain actions, events or conditions "will", "would", "may", "could" or "should" occur including, without limitation, the performance of the assets of Osisko, including exploration results from other properties over which Osisko holds an interest, Osisko's ability to seize future opportunities including as a result of its increased financial flexibility and the ability of Osisko Development to achieve the objective of its 2021 exploration and delineation program to successfully expand and delineate the known and new vein corridors and deposit at the Cariboo gold project, and the successful performance of regional greenfield exploration work along the Burns, Yanks and Shaft deposits, the timely development of the Cariboo gold project and timely completion of the related feasibility study, the achievement of the goals pursued by Osisko Development in mining the Bonanza Ledge Phase 2 deposit. Although Osisko believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements involve known and unknown risks, uncertainties and other factors and are not guarantees of future performance and actual results may accordingly differ materially from those in forward-looking statements. Factors that could cause the actual results deriving from Osisko's royalties, streams and other interests to differ materially from those in forward-looking statements include, without limitation: the uncertainties related to the COVID-19 impacts, the influence of political or economic factors including fluctuations in the prices of the commodities and in value of the Canadian dollar relative to the U.S. dollar, continued availability of capital and financing and general economic, market or business conditions; regulations and regulatory changes in national and local government, including permitting and licensing regimes and taxation policies; whether or not Osisko is determined to have "passive foreign investment company" ("PFIC") status as defined in Section 1297 of the United States Internal Revenue Code of 1986, as amended; potential changes in Canadian tax treatments of offshore streams or other interests, litigation, title, permit or license disputes; risks and hazards associated with the business of exploring, development and mining on the properties in which Osisko holds a royalty, stream or other interest including, but not limited to development, permitting, infrastructure, operating or technical difficulties, unusual or unexpected geological and metallurgical conditions, slope failures or cave-ins, flooding and other natural disasters or civil unrest, rate, grade and timing of production differences from mineral resource estimates or production forecasts or other uninsured risks; risk related to business opportunities that become available to, or are pursued by Osisko and exercise of third party rights affecting proposed investments. The forward-looking statements contained in this press release are based upon assumptions management believes to be reasonable, including, without limitation: the ongoing operation of the properties in which Osisko holds a royalty, stream or other interest by the owners or operators of such properties in a manner consistent with past practice; the accuracy of public statements and disclosures made by the owners or operators of such underlying properties; no material adverse change in the market price of the commodities that underlie the asset portfolio; Osisko's ongoing income and assets relating to the determination of its PFIC status, no material changes to existing tax treatments; no adverse development in respect of any significant property in which Osisko holds a royalty, stream or other interest; the accuracy of publicly disclosed expectations for the development of underlying properties that are not yet in production; and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended. However, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Investors are cautioned that forward-looking statements are not guarantees of future performance. Osisko cannot assure investors that actual results will be consistent with these forward-looking statements and investors should not place undue reliance on forward-looking statements due to the inherent uncertainty therein.
For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this press release, see the section entitled "Risk Factors" in the most recent Annual Information Form of Osisko which is filed with the Canadian securities commissions and available electronically under Osisko's issuer profile on SEDAR at www.sedar.com and with the U.S. Securities and Exchange Commission on EDGAR at www.sec.gov. The forward-looking information set forth herein reflects Osisko's expectations as at the date of this press release and is subject to change after such date. Osisko disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.
|
Osisko Gold Royalties Ltd |
| (tabular amounts expressed in thousands of Canadian dollars) |
| June 30, | December 31, | |||||
| 2021 | 2020 | |||||
| $ | $ | |||||
| Assets | ||||||
| Current assets | ||||||
| Cash | 254,963 | 302,524 | ||||
| Short-term investments | 3,408 | 3,501 | ||||
| Amounts receivable | 17,364 | 12,894 | ||||
| Inventories | 25,839 | 10,025 | ||||
| Other assets | 3,490 | 6,244 | ||||
| 305,064 | 335,188 | |||||
| Non-current assets | ||||||
| Investments in associates | 124,454 | 119,219 | ||||
| Other investments | 135,428 | 157,514 | ||||
| Royalty, stream and other interests | 1,121,428 | 1,116,128 | ||||
| Mining interests and plant and equipment | 554,491 | 489,512 | ||||
| Exploration and evaluation | 45,349 | 42,519 | ||||
| Goodwill | 111,204 | 111,204 | ||||
| Other assets | 13,309 | 25,820 | ||||
| 2,410,727 | 2,397,104 | |||||
| Liabilities | ||||||
| Current liabilities | ||||||
| Accounts payable and accrued liabilities | 38,924 | 46,889 | ||||
| Dividends payable | 8,404 | 8,358 | ||||
| Provisions and other liabilities | 21,416 | 4,431 | ||||
| Current portion of long-term debt | - | 49,867 | ||||
| 68,744 | 109,545 | |||||
| Non-current liabilities | ||||||
| Provisions and other liabilities | 40,200 | 41,536 | ||||
| Long-term debt | 401,954 | 350,562 | ||||
| Deferred income taxes | 57,599 | 54,429 | ||||
| 568,497 | 556,072 | |||||
| Equity | ||||||
| Share capital | 1,797,646 | 1,776,629 | ||||
| Warrants | 18,072 | 18,072 | ||||
| Contributed surplus | 39,759 | 41,570 | ||||
| Equity component of convertible debentures | 14,510 | 17,601 | ||||
| Accumulated other comprehensive income | 49,688 | 48,951 | ||||
| Deficit | (247,280 | ) | (174,458 | ) | ||
| Equity attributable to Osisko Gold Royalties Ltd's shareholders | 1,672,395 | 1,728,365 | ||||
| Non-controlling interests | 169,835 | 112,667 | ||||
| Total equity | 1,842,230 | 1,841,032 | ||||
| 2,410,727 | 2,397,104 |
|
Osisko Gold Royalties Ltd |
| (tabular amounts expressed in thousands of Canadian dollars, except per share amounts) |
| Three months ended June 30, |
Six months ended June 30, |
|||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| $ | $ | $ | $ | |||||||||
| Revenues | 57,246 | 40,758 | 124,169 | 93,363 | ||||||||
| Cost of sales | (10,096 | ) | (12,945 | ) | (30,493 | ) | (30,228 | ) | ||||
| Depletion of royalty, stream and other interests | (11,437 | ) | (8,692 | ) | (23,364 | ) | (22,392 | ) | ||||
| Gross profit | 35,713 | 19,121 | 70,312 | 40,743 | ||||||||
| Other operating expenses | ||||||||||||
| General and administrative | (9,171 | ) | (5,818 | ) | (19,077 | ) | (12,102 | ) | ||||
| Business development | (1,118 | ) | (1,634 | ) | (2,105 | ) | (2,772 | ) | ||||
| Exploration and evaluation | (843 | ) | (34 | ) | (1,180 | ) | (76 | ) | ||||
| Impairments - royalty, stream and other interests | - | - | (2,288 | ) | (26,300 | ) | ||||||
| Impairments - mining exploration, evaluation and development | (40,479 | ) | - | (40,479 | ) | - | ||||||
| Operating (loss) income | (15,898 | ) | 11,635 | 5,183 | (507 | ) | ||||||
| Interest income | 1,348 | 1,075 | 2,658 | 2,196 | ||||||||
| Finance costs | (5,884 | ) | (6,636 | ) | (12,027 | ) | (13,498 | ) | ||||
| Foreign exchange (loss) gain | (406 | ) | (608 | ) | (1,535 | ) | 1,718 | |||||
| Share of loss of associates | (1,861 | ) | (1,458 | ) | (1,893 | ) | (3,174 | ) | ||||
| Other gains (losses), net | 1,629 | 10,806 | (281 | ) | 11,435 | |||||||
| (Loss) earnings before income taxes | (21,072 | ) | 14,814 | (7,895 | ) | (1,830 | ) | |||||
| Income tax (expense) recovery | (3,991 | ) | (1,766 | ) | (7,405 | ) | 1,560 | |||||
| Net (loss) earnings | (25,063 | ) | 13,048 | (15,300 | ) | (270 | ) | |||||
| Net (loss) earnings attributable to: | ||||||||||||
| Osisko Gold Royalties Ltd's shareholders | (14,759 | ) | 13,048 | (4,165 | ) | (270 | ) | |||||
| Non-controlling interests | (10,304 | ) | - | (11,135 | ) | - | ||||||
| Net (loss) earnings per share | ||||||||||||
| Basic and diluted | (0.09 | ) | 0.08 | (0.02 | ) | - | ||||||
|
Osisko Gold Royalties Ltd |
| (tabular amounts expressed in thousands of Canadian dollars) |
| Three months ended June 30, |
Six months ended June 30, |
|||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| $ | $ | $ | $ | |||||||||
| Operating activities | ||||||||||||
| Net (loss) earnings | (25,063 | ) | 13,048 | (15,300 | ) | (270 | ) | |||||
| Adjustments for: | ||||||||||||
| Share-based compensation | 2,090 | 1,682 | 5,390 | 4,365 | ||||||||
| Depletion and amortization | 11,794 | 8,981 | 24,055 | 23,113 | ||||||||
| Impairment of assets | 40,479 | 3,117 | 44,879 | 30,323 | ||||||||
| Finance costs | 1,716 | 2,126 | 3,555 | 4,750 | ||||||||
| Share of loss of associates | 1,861 | 1,458 | 1,893 | 3,174 | ||||||||
| Net gain on acquisition of investments | (211 | ) | - | (649 | ) | (2,845 | ) | |||||
| Change in fair value of financial assets at fair value through profit and loss | 1,777 | (2,316 | ) | 3,685 | (1,006 | ) | ||||||
| Net gain on dilution of investments | - | (10,381 | ) | (1,391 | ) | (10,381 | ) | |||||
| Net gain on disposal of investments | - | (1,226 | ) | - | (1,226 | ) | ||||||
| Foreign exchange loss (gain) | 622 | 544 | 1,395 | (1,557 | ) | |||||||
| Flow-through shares premium income | (2,798 | ) | - | (3,268 | ) | - | ||||||
| Deferred income tax expense (recovery) | 3,483 | 1,490 | 6,833 | (2,025 | ) | |||||||
| Other | (432 | ) | 33 | 493 | 75 | |||||||
| Net cash flows provided by operating activities before changes in non-cash working capital items |
35,318 | 18,556 | 71,570 | 46,490 | ||||||||
| Changes in non-cash working capital items | (4,401 | ) | (3,134 | ) | (19,329 | ) | (7,268 | ) | ||||
| Net cash flows provided by operating activities | 30,917 | 15,422 | 52,241 | 39,222 | ||||||||
| Investing activities | ||||||||||||
| Net disposal of short-term investments | - | - | - | (1,069 | ) | |||||||
| Acquisition of investments | (4,026 | ) | (18,356 | ) | (13,837 | ) | (33,943 | ) | ||||
| Proceeds on disposal of investments | 8,338 | 3,115 | 28,109 | 3,437 | ||||||||
| Acquisition of royalty and stream interests | (39,085 | ) | (16,867 | ) | (42,877 | ) | (24,367 | ) | ||||
| Mining assets and plant and equipment | (53,839 | ) | (11,561 | ) | (89,651 | ) | (26,415 | ) | ||||
| Exploration and evaluation expenses, net | (1,028 | ) | - | (1,163 | ) | (116 | ) | |||||
| Other | (201 | ) | (5 | ) | (201 | ) | 151 | |||||
| Net cash flows used in investing activities | (89,841 | ) | (43,674 | ) | (119,620 | ) | (82,322 | ) | ||||
| Financing activities | ||||||||||||
| Private placement of common shares | - | 85,000 | - | 85,000 | ||||||||
| Increase in long-term debt | - | - | 50,000 | 71,660 | ||||||||
| Repayment of long-term debt | - | - | (50,000 | ) | - | |||||||
| Investments from minority shareholders | - | - | 38,841 | - | ||||||||
| Share issue expenses from investments from minority shareholders | - | - | (2,581 | ) | - | |||||||
| Exercise of share options and shares issued under the share purchase plan | 8,129 | 773 | 13,107 | 1,133 | ||||||||
| Normal course issuer bid purchase of common shares | - | (977 | ) | (4,464 | ) | (3,933 | ) | |||||
| Dividends paid | (7,914 | ) | (6,639 | ) | (15,696 | ) | (14,181 | ) | ||||
| Withholding taxes on settlement of restricted and deferred share units | (3,544 | ) | (1,135 | ) | (3,582 | ) | (2,094 | ) | ||||
| Other | (1,931 | ) | (476 | ) | (2,783 | ) | (672 | ) | ||||
| Net cash flows (used in) provided by financing activities | (5,260 | ) | 76,546 | 22,842 | 136,913 | |||||||
| (Decrease) increase in cash before effects of exchange rate changes on cash | (64,184 | ) | 48,294 | (44,537 | ) | 93,813 | ||||||
| Effects of exchange rate changes on cash | (1,483 | ) | (4,648 | ) | (3,024 | ) | (65 | ) | ||||
| (Decrease) increase in cash | (65,667 | ) | 43,646 | (47,561 | ) | 93,748 | ||||||
| Cash - beginning of period | 320,630 | 158,325 | 302,524 | 108,223 | ||||||||
| Cash - end of period | 254,963 | 201,971 | 254,963 | 201,971 | ||||||||