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As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/08/14 Yamana Argentina Holdings B.V. F-10 79:13M Merrill Corp/New/FA Minera Meridian Minerals S. de R.L. de C.V. Yamana Chile Rentista de Capitales Mobiliarios Limitada Minera Meridian Limitada Jacobina Mineracao e Comercio Ltda. Yamana Gold Inc. Mineracao Maraca Industria e Comercio S.A. |
Document/Exhibit Description Pages Size
1: F-10 Registration Statement of a Foreign Private Issuer HTML 2.83M
(Not Effective Immediately)
2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 127K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 59K
4: EX-3.3 Articles of Incorporation/Organization or By-Laws HTML 36K
5: EX-3.4 Articles of Incorporation/Organization or By-Laws HTML 39K
6: EX-3.5 Articles of Incorporation/Organization or By-Laws HTML 56K
7: EX-3.6 Articles of Incorporation/Organization or By-Laws HTML 162K
8: EX-4.1 Instrument Defining the Rights of Security Holders HTML 52K
17: EX-4.13 Instrument Defining the Rights of Security Holders HTML 36K
9: EX-4.2 Instrument Defining the Rights of Security Holders HTML 615K
10: EX-4.3 Instrument Defining the Rights of Security Holders HTML 190K
11: EX-4.4 Instrument Defining the Rights of Security Holders HTML 208K
12: EX-4.5 Instrument Defining the Rights of Security Holders HTML 1.23M
13: EX-4.6 Instrument Defining the Rights of Security Holders HTML 1.11M
14: EX-4.7 Instrument Defining the Rights of Security Holders HTML 827K
15: EX-4.8 Instrument Defining the Rights of Security Holders HTML 545K
16: EX-4.9 Instrument Defining the Rights of Security Holders HTML 475K
18: EX-5.1 Opinion re: Legality HTML 36K
19: EX-5.2 Opinion re: Legality HTML 40K
20: EX-5.3 Opinion re: Legality HTML 50K
21: EX-5.4 Opinion re: Legality HTML 55K
22: EX-5.5 Opinion re: Legality HTML 47K
23: EX-5.6 Opinion re: Legality HTML 61K
24: EX-8.1 Opinion re: Tax Matters HTML 29K
25: EX-12.1 Statement re: Computation of Ratios HTML 61K
26: EX-23.1 Consent of Experts or Counsel HTML 23K
29: EX-23.10 Consent of Experts or Counsel HTML 25K
30: EX-23.11 Consent of Experts or Counsel HTML 25K
31: EX-23.12 Consent of Experts or Counsel HTML 26K
32: EX-23.13 Consent of Experts or Counsel HTML 26K
33: EX-23.14 Consent of Experts or Counsel HTML 24K
34: EX-23.15 Consent of Experts or Counsel HTML 25K
35: EX-23.16 Consent of Experts or Counsel HTML 26K
36: EX-23.17 Consent of Experts or Counsel HTML 25K
37: EX-23.18 Consent of Experts or Counsel HTML 25K
38: EX-23.19 Consent of Experts or Counsel HTML 26K
27: EX-23.2 Consent of Experts or Counsel HTML 24K
39: EX-23.20 Consent of Experts or Counsel HTML 25K
40: EX-23.21 Consent of Experts or Counsel HTML 24K
41: EX-23.22 Consent of Experts or Counsel HTML 25K
42: EX-23.23 Consent of Experts or Counsel HTML 26K
43: EX-23.24 Consent of Experts or Counsel HTML 24K
44: EX-23.25 Consent of Experts or Counsel HTML 24K
45: EX-23.26 Consent of Experts or Counsel HTML 25K
46: EX-23.27 Consent of Experts or Counsel HTML 25K
47: EX-23.28 Consent of Experts or Counsel HTML 25K
48: EX-23.29 Consent of Experts or Counsel HTML 25K
49: EX-23.30 Consent of Experts or Counsel HTML 25K
50: EX-23.31 Consent of Experts or Counsel HTML 24K
51: EX-23.32 Consent of Experts or Counsel HTML 25K
52: EX-23.33 Consent of Experts or Counsel HTML 25K
53: EX-23.34 Consent of Experts or Counsel HTML 25K
54: EX-23.35 Consent of Experts or Counsel HTML 25K
55: EX-23.36 Consent of Experts or Counsel HTML 25K
56: EX-23.37 Consent of Experts or Counsel HTML 25K
57: EX-23.38 Consent of Experts or Counsel HTML 25K
58: EX-23.39 Consent of Experts or Counsel HTML 25K
59: EX-23.40 Consent of Experts or Counsel HTML 24K
60: EX-23.41 Consent of Experts or Counsel HTML 24K
61: EX-23.42 Consent of Experts or Counsel HTML 24K
62: EX-23.43 Consent of Experts or Counsel HTML 24K
63: EX-23.44 Consent of Experts or Counsel HTML 24K
64: EX-23.45 Consent of Experts or Counsel HTML 24K
65: EX-23.46 Consent of Experts or Counsel HTML 24K
66: EX-23.47 Consent of Experts or Counsel HTML 24K
67: EX-23.48 Consent of Experts or Counsel HTML 24K
68: EX-23.49 Consent of Experts or Counsel HTML 24K
69: EX-23.50 Consent of Experts or Counsel HTML 24K
70: EX-23.51 Consent of Experts or Counsel HTML 25K
71: EX-23.52 Consent of Experts or Counsel HTML 24K
72: EX-23.53 Consent of Experts or Counsel HTML 24K
73: EX-23.54 Consent of Experts or Counsel HTML 24K
74: EX-23.55 Consent of Experts or Counsel HTML 24K
75: EX-23.56 Consent of Experts or Counsel HTML 24K
76: EX-23.57 Consent of Experts or Counsel HTML 24K
28: EX-23.9 Consent of Experts or Counsel HTML 25K
77: EX-25.1 Statement re: Eligibility of Trustee HTML 164K
78: EX-99.1 Miscellaneous Exhibit HTML 148K
79: EX-99.2 Miscellaneous Exhibit HTML 46K
Exhibit 4.9
OSISKO MINING CORPORATION
Unaudited Condensed Interim
Consolidated Financial Statements
For the three months
ended
Osisko Mining Corporation
Consolidated Balance Sheets
(Unaudited)
(tabular amounts expressed in thousands of Canadian dollars)
|
|
|
|
|
March 31, |
|
December 31, |
|
|
|
|
Notes |
|
2014 |
|
2013 |
|
|
|
|
|
|
$ |
|
$ |
|
|
Assets |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
209,028 |
|
161,405 |
|
|
Restricted cash |
|
|
|
560 |
|
560 |
|
|
Accounts receivable |
|
|
|
26,368 |
|
24,552 |
|
|
Inventories |
|
5 |
|
72,203 |
|
79,247 |
|
|
Prepaid expenses and other assets |
|
|
|
25,419 |
|
24,260 |
|
|
|
|
|
|
333,578 |
|
290,024 |
|
|
Non-current assets |
|
|
|
|
|
|
|
|
Restricted cash |
|
|
|
48,490 |
|
48,490 |
|
|
Investments in associates |
|
|
|
3,251 |
|
3,557 |
|
|
Other investments |
|
|
|
9,834 |
|
8,998 |
|
|
Property, plant and equipment |
|
6 |
|
1,871,232 |
|
1,870,932 |
|
|
|
|
|
|
2,266,385 |
|
2,222,001 |
|
|
Liabilities |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
|
|
72,515 |
|
78,967 |
|
|
Current portion of long-term debt |
|
7 |
|
75,554 |
|
71,794 |
|
|
Provisions and other liabilities |
|
8 |
|
7,100 |
|
6,913 |
|
|
|
|
|
|
155,169 |
|
157,674 |
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
Long-term debt |
|
7 |
|
235,492 |
|
245,157 |
|
|
Provisions and other liabilities |
|
8 |
|
21,668 |
|
18,499 |
|
|
Deferred income and mining taxes |
|
|
|
92,812 |
|
69,603 |
|
|
|
|
|
|
505,141 |
|
490,933 |
|
|
Equity attributable to Osisko Mining Corporation shareholders |
|
|
|
|
|
|
|
|
Share capital |
|
|
|
2,064,857 |
|
2,060,810 |
|
|
Warrants |
|
|
|
20,575 |
|
20,575 |
|
|
Contributed surplus |
|
|
|
76,865 |
|
75,626 |
|
|
Equity component of convertible debentures |
|
|
|
8,005 |
|
8,005 |
|
|
Accumulated other comprehensive income |
|
|
|
665 |
|
16 |
|
|
Deficit |
|
|
|
(409,723 |
) |
(433,964 |
) |
|
|
|
|
|
1,761,244 |
|
1,731,068 |
|
|
|
|
|
|
2,266,385 |
|
2,222,001 |
|
The notes are an integral part of these condensed interim consolidated financial statements.
Osisko Mining Corporation
Consolidated Statements of Income
For the three months ended March 31, 2014 and 2013
(Unaudited)
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
|
|
|
2014 |
|
2013 |
|
|
|
|
$ |
|
$ |
|
|
|
|
|
|
|
|
|
Revenues |
|
212,131 |
|
159,381 |
|
|
Mine operating costs |
|
|
|
|
|
|
Production costs |
|
(96,586 |
) |
(81,422 |
) |
|
Royalties |
|
(2,729 |
) |
(1,992 |
) |
|
Depreciation |
|
(35,205 |
) |
(20,982 |
) |
|
Earnings from mine operations |
|
77,611 |
|
54,985 |
|
|
General and administrative expenses |
|
(18,668 |
) |
(7,387 |
) |
|
Exploration and evaluation expenses |
|
(2,568 |
) |
(3,079 |
) |
|
Write-off of property, plant and equipment |
|
(2,220 |
) |
(2,024 |
) |
|
Earnings from operations |
|
54,155 |
|
42,495 |
|
|
Interest income |
|
692 |
|
458 |
|
|
Finance costs |
|
(6,249 |
) |
(7,891 |
) |
|
Foreign exchange loss |
|
(2,949 |
) |
(2,281 |
) |
|
Share of loss of associates |
|
(306 |
) |
(121 |
) |
|
Other gains (losses) |
|
2,107 |
|
(1,979 |
) |
|
Earnings before income and mining taxes |
|
47,450 |
|
30,681 |
|
|
Income and mining tax expense |
|
(23,209 |
) |
(13,265 |
) |
|
Net earnings |
|
24,241 |
|
17,416 |
|
|
|
|
|
|
|
|
|
Net earnings per share |
|
|
|
|
|
|
Basic |
|
0.06 |
|
0.04 |
|
|
Diluted |
|
0.05 |
|
0.04 |
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding |
|
|
|
|
|
|
(in thousands) |
|
|
|
|
|
|
Basic |
|
439,546 |
|
436,502 |
|
|
Diluted |
|
441,906 |
|
436,943 |
|
The notes are an integral part of these condensed interim consolidated financial statements.
Osisko Mining Corporation
Consolidated Statements of Comprehensive Income
For the three months ended March 31, 2014 and 2013
(Unaudited)
(tabular amounts expressed in thousands of Canadian dollars)
|
|
|
2014 |
|
2013 |
|
|
|
|
$ |
|
$ |
|
|
|
|
|
|
|
|
|
Net earnings |
|
24,241 |
|
17,416 |
|
|
Other comprehensive income (loss): |
|
|
|
|
|
|
Changes in fair value of available-for-sale financial assets |
|
|
|
|
|
|
Unrealized gain (loss) |
|
649 |
|
(2,588 |
) |
|
Other comprehensive income (loss) |
|
649 |
|
(2,588 |
) |
|
Comprehensive income |
|
24,890 |
|
14,828 |
|
Other comprehensive income (loss) is composed solely of items that may be reclassified subsequently to net earnings. Comprehensive income is solely attributable to Osisko Mining Corporation shareholders.
The notes are an integral part of these condensed interim consolidated financial statements.
Osisko Mining Corporation
Consolidated Statements of Cash Flows
For the three months ended March 31, 2014 and 2013
(Unaudited)
(tabular amounts expressed in thousands of Canadian dollars)
|
|
|
Notes |
|
2014 |
|
2013 |
|
|
|
|
|
|
$ |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Operating activities |
|
|
|
|
|
|
|
|
Net earnings |
|
|
|
24,241 |
|
17,416 |
|
|
Adjustments for : |
|
|
|
|
|
|
|
|
Interest Income |
|
|
|
(692 |
) |
(458 |
) |
|
Share-based compensation |
|
|
|
1,654 |
|
1,796 |
|
|
Depreciation |
|
|
|
35,455 |
|
21,199 |
|
|
Finance costs |
|
|
|
6,249 |
|
7,891 |
|
|
Write-off of property, plant and equipment |
|
|
|
2,220 |
|
2,024 |
|
|
Unrealized foreign exchange loss |
|
|
|
3,180 |
|
1,962 |
|
|
Deferred gain - premium on flow-through shares |
|
|
|
(2,061 |
) |
— |
|
|
Provisions and other liabilities, net of settlements |
|
|
|
4,367 |
|
(114 |
) |
|
Income and mining tax expense |
|
|
|
23,209 |
|
13,265 |
|
|
Other non-cash items |
|
11 |
|
142 |
|
2,091 |
|
|
|
|
|
|
97,964 |
|
67,072 |
|
|
Change in non-cash working capital items |
|
11 |
|
(6,097 |
) |
(4,594 |
) |
|
Net cash flows provided by operating activities |
|
|
|
91,867 |
|
62,478 |
|
|
Investing activities |
|
|
|
|
|
|
|
|
Net decrease in short-term investments |
|
|
|
— |
|
19,357 |
|
|
Net decrease in restricted cash |
|
|
|
— |
|
4,005 |
|
|
Proceeds on disposal of investments |
|
|
|
50 |
|
— |
|
|
Property, plant and equipment, net of government credits |
|
|
|
(32,894 |
) |
(65,698 |
) |
|
Proceeds on disposal of property, plant and equipment |
|
|
|
97 |
|
15 |
|
|
Interest received |
|
|
|
672 |
|
388 |
|
|
Net cash flows used in investing activities |
|
|
|
(32,075 |
) |
(41,933 |
) |
|
Financing activities |
|
|
|
|
|
|
|
|
Long-term debt repayments |
|
|
|
(3,083 |
) |
(2,471 |
) |
|
Finance lease payments |
|
|
|
(7,215 |
) |
(6,142 |
) |
|
Issuance of common shares, net of expenses |
|
|
|
2,931 |
|
608 |
|
|
Interest paid |
|
|
|
(4,802 |
) |
(5,411 |
) |
|
Net cash flows used in financing activities |
|
|
|
(12,169 |
) |
(13,416 |
) |
|
Increase in cash and cash equivalents |
|
|
|
47,623 |
|
7,129 |
|
|
Cash and cash equivalents - beginning of period |
|
|
|
161,405 |
|
93,229 |
|
|
Cash and cash equivalents - end of period |
|
|
|
209,028 |
|
100,358 |
|
The notes are an integral part of these condensed interim consolidated financial statements.
Osisko Mining Corporation
Consolidated Statements of Changes in Equity
For the three months ended March 31, 2014 and 2013
(Unaudited)
(tabular amounts expressed in thousands of Canadian dollars)
|
|
|
|
|
|
|
Equity attributed to Osisko Mining Corporation shareholders |
| ||||||||||||
|
|
|
|
|
Number of |
|
|
|
|
|
|
|
Equity |
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
common |
|
|
|
|
|
|
|
component of |
|
other |
|
Retained |
|
|
|
|
|
|
|
|
shares |
|
Share |
|
|
|
Contributed |
|
convertible |
|
comprehensive |
|
earnings |
|
Total |
|
|
|
|
Notes |
|
outstanding |
|
capital |
|
Warrants |
|
surplus |
|
debentures |
|
income (loss)(i) |
|
(deficit) |
|
equity |
|
|
|
|
|
|
|
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|
Balance - January 1, 2014 |
|
|
|
439,224,699 |
|
2,060,810 |
|
20,575 |
|
75,626 |
|
8,005 |
|
16 |
|
(433,964 |
) |
1,731,068 |
|
|
Net earnings for the period |
|
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
24,241 |
|
24,241 |
|
|
Other comprehensive income, net of taxes |
|
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
649 |
|
— |
|
649 |
|
|
Comprehensive income for the period |
|
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
649 |
|
24,241 |
|
24,890 |
|
|
Share options: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation |
|
|
|
— |
|
— |
|
— |
|
1,991 |
|
— |
|
— |
|
— |
|
1,991 |
|
|
Fair value of options exercised |
|
|
|
— |
|
752 |
|
— |
|
(752 |
) |
— |
|
— |
|
— |
|
— |
|
|
Proceeds from exercise of options |
|
|
|
377,365 |
|
2,322 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
2,322 |
|
|
Employee share purchase plan |
|
|
|
211,219 |
|
973 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
973 |
|
|
Balance - March 31, 2014 |
|
|
|
439,813,283 |
|
2,064,857 |
|
20,575 |
|
76,865 |
|
8,005 |
|
665 |
|
(409,723 |
) |
1,761,244 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - January 1, 2013 |
|
|
|
436,394,662 |
|
2,048,843 |
|
19,311 |
|
65,868 |
|
8,005 |
|
(1,148 |
) |
21,139 |
|
2,162,018 |
|
|
Net earnings for the period |
|
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
17,416 |
|
17,416 |
|
|
Other comprehensive loss, net of taxes |
|
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
(2,588 |
) |
— |
|
(2,588 |
) |
|
Comprehensive income for the period |
|
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
(2,588 |
) |
17,416 |
|
14,828 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share options: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation |
|
|
|
— |
|
— |
|
— |
|
2,209 |
|
— |
|
— |
|
— |
|
2,209 |
|
|
Employee share purchase plan |
|
|
|
125,636 |
|
974 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
974 |
|
|
Property payments |
|
|
|
6,000 |
|
35 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
35 |
|
|
Balance - March 31, 2013 |
|
|
|
436,526,298 |
|
2,049,852 |
|
19,311 |
|
68,077 |
|
8,005 |
|
(3,736 |
) |
38,555 |
|
2,180,064 |
|
(i) Accumulated other comprehensive income (loss) relates solely to available-for-sale investments.
The notes are an integral part of these condensed interim consolidated financial statements.
Osisko Mining Corporation
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2014 and 2013
(Unaudited)
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
1. Nature of activities
Osisko Mining Corporation and its subsidiaries (together “Osisko” or the “Company”) are engaged in the business of acquiring, exploring, developing and operating gold properties, with interests substantially in Canada. Osisko is a public company traded on the TSX and on the Deutsche Börse and is incorporated and domiciled in Canada. The address of its registered office is 1100, avenue des Canadiens-de-Montréal, Suite 300, Montréal, Québec.
The Company operates the Canadian Malartic mine in the Abitibi Gold Belt, immediately south of the Town of Malartic in the Province of Québec, and conducts advance exploration activities in Canada and in other regions in the Americas.
2. Basis of presentation
These condensed interim consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) applicable to the preparation of interim financial statements, including International Accounting Standard (“IAS”) 34, Interim Financial Reporting. The condensed interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2013, which have been prepared in accordance with IFRS as issued by the IASB. The accounting policies, methods of computation and presentation applied in these condensed interim consolidated financial statements are consistent with those of the previous financial year, except for the changes in accounting policies presented in Note 3. The Board of Directors has approved the consolidated financial statements on May 14, 2014.
3. Changes in accounting policies
The Company has adopted the following new standard, effective January 1, 2014. This change was made in accordance with the applicable transitional provision.
IFRIC 21, Levies (“IFRIC 21”)
In May 2013, the IASB issued International Financial Reporting Interpretations Committee (IFRIC) 21, Levies. IFRIC 21 is effective for annual periods beginning on or after January 1, 2014 and is to be applied retrospectively. IFRIC 21 provides guidance on accounting for levies in accordance with IAS 37, Provisions, Contingent Liabilities and Contingent Assets. The interpretation defines a levy as an outflow from an entity imposed by a government in accordance with legislation and confirms that an entity recognizes a liability for a levy only when the triggering event specified in the legislation occurs. The adoption of IFRIC 21 did not affect the Company.
4. Critical accounting estimates and judgements
The preparation of financial statements in conformity with IFRS requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company also makes estimates and assumptions concerning the future. The determination of estimates requires the exercise of judgement based on various assumptions and other factors such as historical experience and current and expected economic conditions. Actual results could differ from those estimates.
In preparing these condensed interim consolidated financial statements, the significant judgements made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the annual consolidated financial statements for the year ended December 31, 2013.
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.
Osisko Mining Corporation
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2014 and 2013
(Unaudited)
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
5. Inventories
|
|
|
March 31, |
|
| |
|
|
|
|
2013 |
| |
|
|
|
$ |
|
$ |
|
|
Finished products |
|
10,854 |
|
16,063 |
|
|
Work-in-process |
|
8,767 |
|
11,611 |
|
|
Stockpiles |
|
11,089 |
|
10,974 |
|
|
Mine supplies |
|
41,493 |
|
40,599 |
|
|
|
|
72,203 |
|
79,247 |
|
6. Property, plant and equipment
|
|
|
Exploration |
|
Producing |
|
|
|
|
|
|
and evaluation |
|
assets |
|
Total |
|
|
|
|
$ |
|
$ |
|
$ |
|
|
Balance - January 1, 2013 |
|
|
|
|
|
|
|
|
Cost |
|
904,367 |
|
1,559,465 |
|
2,463,832 |
|
|
Accumulated depreciation |
|
(3,156 |
) |
(108,130 |
) |
(111,286 |
) |
|
Net book value |
|
901,211 |
|
1,451,335 |
|
2,352,546 |
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2013 |
|
|
|
|
|
|
|
|
Opening net book value |
|
901,211 |
|
1,451,335 |
|
2,352,546 |
|
|
Additions, net of government credits |
|
42,008 |
|
145,850 |
|
187,858 |
|
|
Environmental restoration obligations |
|
(174 |
) |
(618 |
) |
(792 |
) |
|
Share-based compensation capitalized |
|
1,251 |
|
572 |
|
1,823 |
|
|
Depreciation |
|
(700 |
) |
(120,574 |
) |
(121,274 |
) |
|
Depreciation capitalized |
|
583 |
|
— |
|
583 |
|
|
Dispositions |
|
(135 |
) |
(839 |
) |
(974 |
) |
|
Transfers |
|
(125 |
) |
125 |
|
— |
|
|
Impairment |
|
(530,878 |
) |
— |
|
(530,878 |
) |
|
Write-offs |
|
(17,960 |
) |
— |
|
(17,960 |
) |
|
Closing net book value |
|
395,081 |
|
1,475,851 |
|
1,870,932 |
|
|
|
|
|
|
|
|
|
|
|
Balance - December 31, 2013 |
|
|
|
|
|
|
|
|
Cost |
|
929,360 |
|
1,690,195 |
|
2,619,555 |
|
|
Accumulated depreciation |
|
(3,401 |
) |
(214,344 |
) |
(217,745 |
) |
|
Accumulated impairment |
|
(530,878 |
) |
— |
|
(530,878 |
) |
|
Net book value |
|
395,081 |
|
1,475,851 |
|
1,870,932 |
|
Osisko Mining Corporation
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2014 and 2013
(Unaudited)
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
6. Property, plant and equipment (continued)
|
|
|
Exploration |
|
Producing |
|
|
|
|
|
|
and evaluation |
|
assets |
|
Total |
|
|
|
|
$ |
|
$ |
|
$ |
|
|
Three months ended March 31, 2014 |
|
|
|
|
|
|
|
|
Opening net book value |
|
395,081 |
|
1,475,851 |
|
1,870,932 |
|
|
Additions, net of government credits |
|
7,783 |
|
28,215 |
|
35,998 |
|
|
Share-based compensation capitalized |
|
607 |
|
426 |
|
1,033 |
|
|
Depreciation |
|
(52 |
) |
(34,289 |
) |
(34,341 |
) |
|
Dispositions |
|
— |
|
(170 |
) |
(170 |
) |
|
Write-offs |
|
(2,220 |
) |
— |
|
(2,220 |
) |
|
Closing net book value |
|
401,199 |
|
1,470,033 |
|
1,871,232 |
|
|
|
|
|
|
|
|
|
|
|
Balance - March 31, 2014 |
|
|
|
|
|
|
|
|
Cost |
|
935,530 |
|
1,715,233 |
|
2,650,763 |
|
|
Accumulated depreciation |
|
(3,453 |
) |
(245,200 |
) |
(248,653 |
) |
|
Accumulated impairment |
|
(530,878 |
) |
— |
|
(530,878 |
) |
|
Net book value |
|
401,199 |
|
1,470,033 |
|
1,871,232 |
|
7. Long-term debt
|
|
|
Three months ended |
|
Year ended |
|
|
|
|
March 31, |
|
| |
|
|
|
|
2013 |
| |
|
|
|
$ |
|
$ |
|
|
|
|
|
|
|
|
|
Balance - January 1 |
|
316,951 |
|
337,412 |
|
|
Transaction costs - loans |
|
— |
|
(5,910 |
) |
|
New debt - obligations under finance lease |
|
— |
|
11,736 |
|
|
Transaction costs - obligations under finance lease |
|
— |
|
(113 |
) |
|
Repayment of debt - loans |
|
(3,083 |
) |
(11,715 |
) |
|
Repayment of debt - obligations under finance lease |
|
(7,215 |
) |
(27,448 |
) |
|
Accretion expense |
|
249 |
|
2,489 |
|
|
Amortization of transaction costs |
|
942 |
|
4,251 |
|
|
Foreign exchange revaluation impact |
|
3,202 |
|
6,249 |
|
|
Balance - end of period |
|
311,046 |
|
316,951 |
|
Osisko Mining Corporation
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2014 and 2013
(Unaudited)
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
7. Long-term debt (continued)
The summary of the long-term debt is as follows:
|
|
|
March 31, |
|
| |
|
|
|
|
2013 |
| |
|
|
|
$ |
|
$ |
|
|
|
|
|
|
|
|
|
Loans |
|
161,520 |
|
164,603 |
|
|
Convertible debentures |
|
75,000 |
|
75,000 |
|
|
Obligations under finance lease |
|
85,526 |
|
89,539 |
|
|
Long-term debt |
|
322,046 |
|
329,142 |
|
|
Debt issuance costs |
|
(8,194 |
) |
(9,136 |
) |
|
Unamortized accretion on loan and convertible debentures |
|
(2,806 |
) |
(3,055 |
) |
|
Long-term debt, net of issuance costs |
|
311,046 |
|
316,951 |
|
|
Current portion |
|
75,554 |
|
71,794 |
|
|
Non-current portion |
|
235,492 |
|
245,157 |
|
|
|
|
311,046 |
|
316,951 |
|
As at March 31, 2014, the repayment schedule of the long-term debt is as follows:
|
|
|
|
|
|
|
Obligations |
|
|
|
|
|
|
|
|
Convertible |
|
under |
|
|
|
|
|
|
Loans |
|
debentures |
|
finance lease |
|
Total |
|
|
|
|
$ |
|
$ |
|
$ |
|
$ |
|
|
2014 (9 months) |
|
39,244 |
|
— |
|
25,416 |
|
64,660 |
|
|
2015 |
|
42,276 |
|
— |
|
38,929 |
|
81,205 |
|
|
2016 |
|
40,000 |
|
— |
|
18,986 |
|
58,986 |
|
|
2017 |
|
40,000 |
|
75,000 |
|
4,918 |
|
119,918 |
|
|
2018 |
|
— |
|
— |
|
2,410 |
|
2,410 |
|
|
2019 |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
161,520 |
|
75,000 |
|
90,659 |
|
327,179 |
|
|
Less: imputed interest |
|
— |
|
— |
|
(5,133 |
) |
(5,133 |
) |
|
|
|
161,520 |
|
75,000 |
|
85,526 |
|
322,046 |
|
Osisko Mining Corporation
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2014 and 2013
(Unaudited)
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
8. Provisions and other liabilities
|
|
|
Three months ended |
|
Year ended |
| ||||||||||||
|
|
|
|
| ||||||||||||||
|
|
|
Environ. |
|
DSU |
|
Deferred |
|
|
|
Environ. |
|
DSU |
|
Deferred |
|
|
|
|
|
|
restoration |
|
and |
|
premium |
|
|
|
restoration |
|
and |
|
premium |
|
|
|
|
|
|
obligations(i) |
|
RSU(ii) |
|
on FTS |
|
Total |
|
obligations |
|
RSU |
|
on FTS |
|
Total |
|
|
|
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|
Balance - January 1 |
|
16,112 |
|
6,629 |
|
2,671 |
|
25,412 |
|
15,898 |
|
4,125 |
|
— |
|
20,023 |
|
|
Accretion expense |
|
290 |
|
— |
|
— |
|
290 |
|
1,086 |
|
— |
|
— |
|
1,086 |
|
|
New liabilities |
|
— |
|
1,859 |
|
— |
|
1,859 |
|
721 |
|
6,256 |
|
— |
|
6,977 |
|
|
Revision of estimates |
|
79 |
|
3,255 |
|
— |
|
3,334 |
|
(1,593 |
) |
(3,677 |
) |
— |
|
(5,270 |
) |
|
Liabilities settlement |
|
(66 |
) |
— |
|
— |
|
(66 |
) |
— |
|
(75 |
) |
— |
|
(75 |
) |
|
Issue of flow-through shares (“FTS”) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
3,116 |
|
3,116 |
|
|
Recognition of deferred premium on FTS |
|
— |
|
— |
|
(2,061 |
) |
(2,061 |
) |
— |
|
— |
|
(445 |
) |
(445 |
) |
|
Balance - end of period |
|
16,415 |
|
11,743 |
|
610 |
|
28,768 |
|
16,112 |
|
6,629 |
|
2,671 |
|
25,412 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current portion |
|
641 |
|
5,849 |
|
610 |
|
7,100 |
|
702 |
|
3,540 |
|
2,671 |
|
6,913 |
|
|
Non-current portion |
|
15,774 |
|
5,894 |
|
— |
|
21,668 |
|
15,410 |
|
3,089 |
|
— |
|
18,499 |
|
|
|
|
16,415 |
|
11,743 |
|
610 |
|
28,768 |
|
16,112 |
|
6,629 |
|
2,671 |
|
25,412 |
|
(i) The environmental restoration obligations represent the legal and contractual obligations associated with the eventual closure of the Company’s mining assets. As at March 31, 2014, the estimated inflation-adjusted undiscounted cash flows required to settle the environmental restoration obligations amounts to $30,960,000. The weighted average actualization rate used is 7.26% and the disbursements are expected to be made between June 2014 and December 2026 as per the closure plans.
(ii) There were no restricted shares units (“RSU”) and no deferred shares units (“DSU”) granted, forfeited, cancelled or exercised during the three months ended March 31, 2014.
Osisko Mining Corporation
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2014 and 2013
(Unaudited)
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
9. Share-based compensation
Share options
The following table summarizes information about the Company’s share options outstanding:
|
|
|
Three months ended |
|
Year ended |
| ||||
|
|
|
|
| ||||||
|
|
|
|
|
Weighted |
|
|
|
Weighted |
|
|
|
|
Number of |
|
average |
|
Number of |
|
average |
|
|
|
|
options |
|
exercise price |
|
options |
|
exercise price |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
Balance - January 1 |
|
21,168,680 |
|
8.43 |
|
19,061,259 |
|
9.37 |
|
|
Granted |
|
— |
|
— |
|
5,671,200 |
|
4.52 |
|
|
Exercised |
|
(377,365 |
) |
6.15 |
|
(668,634 |
) |
2.58 |
|
|
Forfeited |
|
(220,100 |
) |
9.66 |
|
(2,895,145 |
) |
8.25 |
|
|
Expired |
|
(372,975 |
) |
7.80 |
|
— |
|
— |
|
|
Balance - end of period |
|
20,198,240 |
|
8.47 |
|
21,168,680 |
|
8.43 |
|
|
Options exercisable - end of period |
|
11,837,363 |
|
10.01 |
|
12,782,803 |
|
9.84 |
|
10. Key management
Key management includes directors (executive and non-executive) and senior executives.
The compensation paid or payable to key management for employee services is presented below:
|
|
|
2014 |
|
2013 |
|
|
|
|
$ |
|
$ |
|
|
Salaries and short-term employee benefits |
|
1,420 |
|
869 |
|
|
Share-based compensation |
|
4,687 |
|
784 |
|
|
|
|
6,107 |
|
1,653 |
|
In case of a change of control, key management would be entitled to receive termination payments estimated at $31,926,000.
Osisko Mining Corporation
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2014 and 2013
(Unaudited)
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
11. Cash flow information
|
|
|
2014 |
|
2013 |
|
|
|
|
$ |
|
$ |
|
|
Other non-cash items |
|
|
|
|
|
|
Loss on disposal of property, plant and equipment |
|
73 |
|
45 |
|
|
Share of loss of associates |
|
306 |
|
121 |
|
|
Net loss (gain) on sale of available-for-sale financial assets |
|
(239 |
) |
991 |
|
|
Net loss on financial assets at fair value through profit and loss |
|
2 |
|
1,073 |
|
|
Other |
|
— |
|
(139 |
) |
|
|
|
142 |
|
2,091 |
|
|
Changes in non-cash working capital items |
|
|
|
|
|
|
Increase in accounts receivable |
|
(1,341 |
) |
(456 |
) |
|
Decrease (increase) in inventories |
|
5,917 |
|
(8,057 |
) |
|
Increase in prepaid expenses and other current assets |
|
(3,087 |
) |
(4,836 |
) |
|
Increase (decrease) in accounts payable and accrued liabilities |
|
(7,586 |
) |
8,755 |
|
|
|
|
(6,097 |
) |
(4,594 |
) |
12. 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).
|
|
|
| |||||||
|
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
|
|
|
|
$ |
|
$ |
|
$ |
|
$ |
|
|
Recurring measurements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale financial assets(i) |
|
|
|
|
|
|
|
|
|
|
Equity securities (shares) |
|
|
|
|
|
|
|
|
|
|
Publicly traded gold mining exploration companies |
|
9,834 |
|
— |
|
— |
|
9,834 |
|
|
|
|
9,834 |
|
— |
|
— |
|
9,834 |
|
Osisko Mining Corporation
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2014 and 2013
(Unaudited)
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
12. Fair value of financial instruments (continued)
|
|
|
| |||||||
|
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
|
|
|
|
$ |
|
$ |
|
$ |
|
$ |
|
|
Recurring measurements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets at fair value through profit or loss(i) |
|
|
|
|
|
|
|
|
|
|
Equity securities (warrants) |
|
|
|
|
|
|
|
|
|
|
Publicly traded gold mining exploration companies |
|
— |
|
— |
|
2 |
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale financial assets(i) |
|
|
|
|
|
|
|
|
|
|
Equity securities (shares) |
|
|
|
|
|
|
|
|
|
|
Publicly traded gold mining exploration companies |
|
8,996 |
|
— |
|
— |
|
8,996 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,996 |
|
— |
|
2 |
|
8,998 |
|
(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.
The Company has no financial liabilities measured at fair value in the consolidated balance sheets as at March 31, 2014 and December 31, 2013.
During the three months ended March 31, 2014 and 2013, there were no transfers between Level 1, Level 2 and Level 3.
The following table presents the changes in the Level 3 investments (warrants) for the three months ended March 31, 2014 and 2013:
|
|
|
2014 |
|
2013 |
|
|
|
|
$ |
|
$ |
|
|
|
|
|
|
|
|
|
Balance - January 1 |
|
2 |
|
1,135 |
|
|
Change in fair value - investments held at the end of the period(i) |
|
(2 |
) |
(1,073 |
) |
|
Balance - March 31 |
|
— |
|
62 |
|
(i) Recognized in the consolidated statement of income under other gains (losses).
Osisko Mining Corporation
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2014 and 2013
(Unaudited)
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
12. Fair value of financial instruments (continued)
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 and cash equivalents, restricted cash, advances to suppliers and other receivables, accounts payable and accrued liabilities and long-term debt. The fair values of cash and cash equivalents, restricted cash, advances to suppliers and other receivables, and accounts payable and accrued liabilities approximate their carrying values due to their short-term nature. The fair value of the long-term debt is made at the balance sheet date, based on relevant market information like actual interest rates and interest risk spread and other information about the financial instruments.
The following table presents the carrying amount and the fair value of the long-term debt:
|
|
|
|
| ||||||
|
|
|
Carrying |
|
Fair |
|
Carrying |
|
Fair |
|
|
|
|
amount |
|
value |
|
amount |
|
value |
|
|
|
|
$ |
|
$ |
|
$ |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
311,046 |
|
319,265 |
|
316,951 |
|
327,807 |
|
13. Commitments
Capital expenditures
As at March 31, 2014, the total purchase commitments for capital expenditures at the Canadian Malartic mine amount to approximately $7,040,000.
14. Proposed transaction with Yamana Gold Inc. and Agnico Eagle Mines Limited
On April 16, 2014, Osisko announced that it had entered into an agreement (the “Agreement”) with Yamana Gold Inc. (“Yamana”) and Agnico Eagle Mines Limited (“Agnico Eagle”), pursuant to which Yamana and Agnico Eagle will jointly acquire 100% of Osisko’s issued and outstanding common shares, including common shares that may become outstanding after the date of the execution of the Agreement but before the effective time of the arrangement upon the conversion or exercise of share options, warrants or other securities that are convertible into or exchangeable or exercisable for common shares. Under the Agreement, Yamana and Agnico Eagle will form a joint acquisition entity (with each company owning 50%) which will acquire, by way of a statutory plan of arrangement, all of the outstanding common shares of Osisko.
Under the arrangement, Osisko shareholders will receive, in exchange for each of their existing common shares: (i) $2.09 in cash, (ii) 0.26471 of a Yamana common share, (iii) 0.07264 of an Agnico Eagle common share and (iv) a common share of a new company incorporated on April 29, 2014 named Osisko Gold Royalties Ltd, which collectively have an aggregate implied value of $8.15 for each outstanding Osisko common share based among others on the closing price of the Yamana and Agnico Eagle common shares on the Toronto Stock Exchange on April 15, 2014, the day preceding the Agreement announcement. In particular, such value of each of the Yamana common shares and the Agnico Eagle common shares is $2.43 per Osisko common share for an aggregate value of $4.86, and the ascribed value to the common shares of Osisko Gold Royalties Ltd is $1.20 per Osisko common share. The following will be transferred to Osisko Gold Royalties Ltd: (i) a 5% net smelter return royalty (“NSR”) on the Canadian Malartic mine, (ii) a 2% NSR on all existing exploration properties including Kirkland Lake, Hammond Reef, Pandora and Wood Pandora assets, (iii) $155.0 million in cash, (iv) all assets and liabilities of Osisko in the Guerrero camp in Mexico and (v) publicly traded equity investments in associates and other publicly traded companies.
Osisko Mining Corporation
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2014 and 2013
(Unaudited)
(tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
14. Proposed transaction with Yamana Gold Inc. and Agnico Eagle Mines Limited (continued)
The actual value of the Yamana and Agnico Eagle common shares may differ from those presented as the closing price of the Yamana and Agnico Eagle common shares may be different at the closing date of the arrangement. The actual value of the common shares of Osisko Gold Royalties Ltd upon commencement of trading after the closing date of the arrangement may differ from the ascribed value.
Following completion of the arrangement, it is expected that the Osisko Gold Royalties Ltd common shares will be consolidated on the basis of one common share for every ten common shares.
The completion of the arrangement is subject to the satisfaction of a number of conditions, including regulatory approvals, court approval and obtaining Osisko shareholders’ approval at the annual and special meeting of shareholders scheduled to be held on May 30, 2014. There can be no assurance that the arrangement will be completed as proposed or at all.
The Company would be required to pay, on the date of the change of control, termination payments to officers and certain employees. In addition, all outstanding share options and restricted and deferred shares units would vest, the loans and convertible debentures would become payable at the discretion of the lenders and Fonds de solidarité FTQ could elect to convert the remaining capital portion of its loan into common shares.
As a result of the value maximization process implemented following the Goldcorp Inc. unsolicited take-over bid launched in January 2014 against Osisko that has lead to the proposed transaction with Yamana and Agnico Eagle, the Company has incurred significant costs in the first quarter ($7.5 million presented in the consolidated statement of income within general and administrative expenses) and is expected to incur additional significant charges in the second quarter, including professional fees for advisors.
| This ‘F-10’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/14 | ||||
| Filed as of: | 10/8/14 | F-X | ||
| Filed on: | 10/7/14 | |||
| 5/30/14 | ||||
| 5/14/14 | ||||
| 4/29/14 | 6-K | |||
| 4/16/14 | 6-K | |||
| 4/15/14 | ||||
| 3/31/14 | 6-K | |||
| 1/1/14 | ||||
| 12/31/13 | 40-F, 6-K | |||
| 3/31/13 | 6-K | |||
| 1/1/13 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/25/22 Yamana Gold Inc. F-10 20:736K Toppan Merrill/FA 12/10/21 Jacobina Mineracao e Comerc… Ltda F-4/A 2:886K Toppan Merrill/FA 12/10/21 Yamana Gold Inc. F-10/A 2:883K Toppan Merrill/FA 11/12/21 Jacobina Mineracao e Comerc… Ltda F-4 36:4.8M Toppan Merrill/FA 11/12/21 Yamana Gold Inc. F-10 36:4.8M Toppan Merrill/FA |