EX-99.2 3 e618059_ex99-2.htm

 

EXHIBIT 99.2

 

SEABRIDGE GOLD INC.

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2018

 

 

 

 

SEABRIDGE GOLD INC.

 

Management’s Discussion and Analysis

The following is a discussion of the results of operations and financial condition of Seabridge Gold Inc. and its subsidiary companies for the three and nine months ended September 30, 2018 and 2017. This report is dated November 13, 2018 and should be read in conjunction with the audited consolidated financial statements and management’s discussion and analysis for the year ended December 31, 2017 and the Company’s Annual Information Form filed on SEDAR at www.sedar.com. Other corporate documents are also available on SEDAR and EDGAR as well as the Company’s website www.seabridgegold.net. As the Company has no operating projects at this time, its ability to carry out its business plan rests with its ability to sell projects or to secure equity and other financings. All amounts contained in this document are stated in Canadian dollars unless otherwise disclosed.

 

The interim condensed consolidated financial statements for the three and nine months ended September 30, 2018 and the comparative periods ended September 30, 2017 have been prepared by the Company in accordance with IAS 34 Interim Financial Reporting.

 

Company Overview

Seabridge Gold Inc. is a company engaged in the acquisition and exploration of gold properties located in North America. The Company’s objective is to provide its shareholders with exceptional leverage to a rising gold price. The Company’s business plan is to increase its gold ounces in the ground but not to go into production on its own. The Company will either sell projects or participate in joint ventures towards production with major mining companies. During the period 1999 through 2002, when the price of gold was lower than it is today, Seabridge acquired 100% interests in eight advanced-stage gold projects situated in North America. Two of those eight remain Seabridge’s principal projects. the KSM (Kerr-Sulphurets-Mitchell) property located in British Columbia and the Courageous Lake property located in the Northwest Territories. In 2016, the Company acquired 100% of the common shares of SnipGold Corp. (“SnipGold”) and its 100% owned Iskut Project, in British Columbia. In 2017, the Company purchased 100% of Snowstorm Exploration LLC and its Snowstorm Project in Nevada. Seabridge’s common shares trade in Canada on the Toronto Stock Exchange under the symbol “SEA” and in the United States on the New York Stock Exchange under the symbol “SA”.

 

Results of Operations

The Company incurred a $2.8 million net loss for the three months ended September 30, 2018 or $0.05 per share compared to a net loss of $1.5 million or $0.03 per share for the comparative period ended September 30, 2017.

 

For the nine months ended September 30, 2018, the Company incurred a net loss of $15.9 million or $0.27 per share, compared to a net loss of $5.1 million ($0.09 per share) in the comparative period of 2017.

 

In the current quarter ended September 30, 2018, deferred tax expense and corporate and administrative expenses, including stock-based compensation, were the most significant items contributing to the loss. In the nine-month period, ended the same date, environmental rehabilitation costs, corporate and administrative expenses, including stock-based compensation and deferred tax expense were the most significant items contributing to losses. Other income reported for flow-through shares offset some of these expenses in the current quarter and on the nine-month year-to-date basis. These and other items are discussed further below.

 

 

 

 

For the three months ended September 30, 2018, corporate and administrative expenses of $2.4 million were incurred compared to $3.6 million reported in the third quarter of 2017. Cash compensation of $0.7 million incurred in the current quarter is comparable to $0.7 million in the comparative period of 2017. Corporate, non-project related staffing levels have remained consistent between the current and comparative periods. Cash compensation is not expected to vary significantly from current levels as no significant additions to staffing levels are currently anticipated. Stock-based compensation costs, comprising stock options and RSUs dropped to $0.9 million from $2.3 million in the third quarter of 2017 as the fair value of options granted late in 2017 had a relatively short estimated vesting period and a significant portion of the expense was incurred prior to the start of the current quarter.

 

For the nine-month period ending September 30, 2018, cash compensation of $2.4 million is marginally higher than the $2.2 million incurred in the comparative 2017 period, while the stock-based compensation of $4.2 million is 29% lower than the $5.9 million in the comparative 2017 period. Given there remains $1.4 million of fair value related to stock-based compensation to be expensed, the Company expects this expense to decrease in the fourth quarter and into 2019.

 

The Company’s stock-based compensation expenses related to stock options and restricted share units are illustrated on the following tables:

 

  Number of options Exercise price ($) Grant date fair value ($000s) Expensed prior to 2017 ($000s) Expensed in 2017 ($000s) Expensed in 2018 ($000s) Remaining balance to be expensed ($000s)
Options granted 
December 21, 2015 365,000 11.13 1,959 1,756 203            -                   -   
March 24, 2016 100,000 13.52 684 493 165 26                -   
August 11, 2016 50,000 17.14 438 114 235 89                -   
December 19, 2016 890,833 10.45 6,159 149 5,356 358 296
December 14, 2017 605,000 13.14 4,303            -    210 3,035 1,058
               
        2,512 6,169 3,508 1,354
               
  Number of RSUs Grant date fair value ($000s) Cancelled prior to 2017 ($000s) Expensed prior to 2017 ($000s) Expensed in 2017 ($000s) Expensed in 2018 ($000s) Remaining balance to be expensed ($000s)
RSUs granted 
December 19, 2013 235,000 2,267 24 2,243            -               -                   -   
December 9, 2014 272,500 2,624            -    2,624            -               -                   -   
December 31, 2015 94,000 1,046            -    1,046            -               -                   -   
December 19, 2016 125,500 1,311            -    98 1,213            -                   -   
December 14, 2017 65,000 854            -               -    136 718                -   
               
      24 6,011 1,349 718                -   

 

Subsequent to the quarter end, 50,000 options to acquire common shares of the Company were granted to a new member of the Board of Directors and the fair value attributed to that grant will be expensed in the fourth quarter and into 2019.

 

In the current quarter, other corporate and administrative costs, including professional and advisory fees, of $0.7 million were marginally higher than the comparable period of 2017 ($0.6 million) as well as on a nine-month basis with costs increasing from $2 million, in 2017, to $2.2 million in 2018. The Company continues to incur professional and advisory fees as it seeks a joint venture partner for its KSM project. The Company does not anticipate significant increases in general and administrative costs for the remainder of 2018 or into 2019, from current levels.

 

 

 

 

The Company recognized $2.9 million of other income in the current quarter of 2018 and $5.4 million on a nine-month year-to-date basis related to the flow-through share premium recorded on financings completed in April and December of 2017 and May 2018 (discussed below). In the comparative periods of 2017, the Company recognized $3.1 million of other income in the third quarter and $4.2 million on a nine-month year-to-date basis related to the flow-through share premium recognized on a flow-through financing completed in April 2017.

 

In the current quarter, the Company incurred $1.1 million of rehabilitation costs that were recorded as a reduction to the short-term provision for reclamation liabilities on the interim condensed consolidated statement of financial position as at September 30, 2018. In the first quarter of 2018, the Company charged $7.4 million of rehabilitation costs to the statement of operations and comprehensive loss related to the filing of a Johnny Mountain Mine reclamation report in British Columbia in that quarter. The report estimates the full closure at approximately $9.1 million with costs expected to be incurred over five years. Significant costs include estimates of the closure of all adits and vent raises, removal of the mill and buildings, treatment of landfills and surface water management as well as ongoing logistics, freight and fuel costs. Current quarter spending entailed the demolition of portals and sealing of vent raises, the relocation of certain waste burial sites, overall drainage work and the cleaning and clearing of the mill for future dismantling.

 

In 2017 IDM exercised its option to acquire the Red Mountain Project and the Company derecognized approximately $1.0 million of accrued reclamation liabilities. The Company released a reclamation deposit of $1.0 million into cash and according to underlying purchase agreements made a third-party payment of $0.3 million. The derecognition of the reclamation liability net with the third-party payment resulted in a $0.8 million gain on the statement of operations and comprehensive loss in 2017. Also in 2017, the Company disposed of its leasehold interest in the Castle Black Rock project and received 1,500,000 common shares of Columbus Gold Corp., with a fair value of $1.4 million as payment. All historical costs related to Castle Black Rock had been recovered or impaired in prior years and there was no carrying value recorded for the project at the time of receipt of the payment. The fair value of the common shares received was recorded as a gain on the disposition of mineral interests on the statement of operations and comprehensive loss. The Company did not dispose of any mineral interests in the nine-month period ended September 30, 2018.

 

The Company holds equity investments in common shares of several mining companies that were received as consideration for optioned mineral properties, and other short-term investments, including one gold exchange traded receipt. The Company also holds one investment in an associate that is accounted for on the equity basis. In the current quarter, the company recognized $19,000 of losses (2017 - $34,000) in the associate and $0.1 million (2017 - $0.1 million) on a nine-month year-to-date basis.

 

In the nine months ended September 30, 2018, the Company recognized income tax expense of $4.9 million (2017 - $0.4 million) reflecting the deferred tax liabilities arising from exploration expenditures, which are capitalized for accounting purposes but are renounced for tax purposes. The renounced expenditures relate to the flow-through share issuances in April 2017, December 2017 and May 2018. The tax expense is partially offset by the tax recovery resulting from the loss in the current nine-month period. In the three months ended September 30, 2018, the Company recognized income tax expense of $3.4 million (2017 - $0.1 million recovery) reflecting the current quarter’s capitalized versus renounced treatment of exploration expenditures. The tax expense is partially offset by the tax recovery resulting from the loss in the current three-month period.

 

 

 

 

Quarterly Information

Selected financial information for the last eight quarters ending September 30, 2018 is as follows: 

(unaudited)

 

Quarterly operating results ($000s) 3nd Quarter Ended September 30, 2018 2nd Quarter Ended June 30, 2018 1st Quarter Ended March 31, 2018 4th Quarter Ended December 31, 2017
Revenue                   -      -       -       -    
Loss for period             (2,831)              (2,403)          (10,676)            (5,206)
Basic loss per share               (0.05)                (0.04)             (0.18)             (0.09)
Diluted loss per share               (0.05)                (0.04)             (0.18)             (0.09)
         
Quarterly operating results ($000s) 3nd Quarter Ended September 30, 2017 2nd Quarter Ended June 30, 2017 1st Quarter Ended March 31, 2017 4th Quarter Ended December 31, 2016
Revenue   -       -       -       -    
Loss for period             (1,535)              (1,715)            (1,831)            (2,598)
Basic loss per share               (0.03)                (0.03)             (0.03)             (0.05)
Diluted loss per share               (0.03)                (0.03)             (0.03)             (0.05)

 

The current quarter loss is marginally higher than the second fiscal quarter related to a significant jump in deferred tax expense. The loss for the first quarter of 2018 includes a significant increase in the provision for environmental rehabilitation at Johnny Mountain. The fourth quarter of 2017 includes significant environmental rehabilitation costs, administrative costs related to bonus remuneration and additional stock-based compensation for year-end option and RSU awards, as well as increased deferred tax expense. In the other three quarters of 2017, the Company incurred less deferred tax expense than in the current year and therefore had lower net losses and the majority of those losses comprised administrative expenses offset by varying income related to the flow through share premiums.

 

Mineral Interest Activities

In the first nine months of 2018 the Company added an aggregate of $29.2 million of expenditures that were attributed to mineral interests. Cash expenditures were made at KSM (74%), Courageous Lake (12%), Iskut (10%) and the remainder for Snowstorm.

 

Spending at KSM on a nine-month year-to-date basis was $21.7 million. The Company commenced an exploration program in the second fiscal quarter to complete 21,000 meters of drilling to test the down plunge projection of the high-grade core zone of the Iron Cap deposit, to the west of the current resource, and to evaluate the relative positioning of the Iron Cap resources. The program also entails additional geotechnical and confirmation drilling to help refine parameters for the deposits. The first two holes completed in the current drilling program and reported subsequent to the quarter end, intersected gold and copper mineralization with grades exceeding the KSM resource average. Based on the drilling program completed in 2017, the Company updated its mineral resource estimate for the Iron Cap deposit in the first quarter of 2018. Iron Cap is one of four large gold/copper porphyry deposits within the KSM Project. The updated resource estimate incorporated all drilling completed to 2016 and 2017. The update increased both the size of the resource and the grade of that resource.

 

The Company is also continuing work on the site of what will become a year-round camp at KSM to support ongoing exploration. The work entails small scale logging on approximately nine hectares of timber in the Mitchell Valley. The site could also facilitate prompt commencement of much larger work programs that would be required to advance any development of the project, once a joint venture partner is obtained.

 

 

 

 

At Courageous Lake, the Company completed a planned winter drilling program using two core rigs entailing 7,200 meters of drilling over 36 holes and was designed as an initial drill test of seven targets reporting historical gold occurrences to determine which ones had sufficient grade, strike and width within 200 meters of surface to potentially replicate the Walsh Lake Deposit. The program successfully identified two new gold zones, Olsen and Marsh Pond, with widths and grades suggesting they could make a contribution to project resources. The program also found two other target zones that, with additional work, could potentially contribute to the resource base. Spending at Courageous Lake on a nine-month year-to-date basis was $3.6 million.

 

At the Iskut Project, an exploration program commenced in the second quarter and continued through the current quarter. The objective of the program is to test the current model of the Quartz Rise lithocap and evaluate the potential for discovery of an intermediate sulfidation epithermal deposit. A 3,000 meter drill program over 12 holes was planned and completed subsequent to the quarter end that may provide a reasonable prediction on the size potential of the lithocap. Spending at Iskut on a year-to-date basis was $2.8 million.

 

The Company incurred $1.1 million at its Snowstorm Project in Nevada completing a targeted exploration program designed to define drill targets by the end of 2018.

 

Liquidity and Capital Resources and Subsequent Events

The Company’s working capital position, excluding the flow-through share premium, at September 30, 2018, was $7.9 million, down from $19.6 million at December 31, 2017. Cash and short-term deposits at September 30, 2018 totaled $10.5 million versus $16.1 million at December 31, 2017. Cash resources, including cash and cash equivalents and short-term deposits, have decreased as the Company has incurred significant exploration costs at its core projects, environmental rehabilitation costs at Johnny Mountain and corporate and administrative costs, reducing cash balances.

 

Subsequent to the quarter-end, the Company announced that it has agreed to issue one million common shares, through a non-brokered private placement, at a price of $14.00 per share, for gross proceeds of $14 million. The private placement is expected to close on or about November 23, 2018 and is subject to customary closing conditions. The Company has granted the private placees an option to increase the size of the private placement by an additional 250,000 common shares, exercisable until December 24, 2018, at the same price.

 

In May 2018, the Company closed a flow-through financing and issued 1,150,000 common shares at $17.16 per common share for gross proceeds of $19.7 million. The Company committed to renounce its ability to deduct qualifying exploration expenditures for the equivalent value of the gross proceeds of the flow-through financing and transfer the deductibility to the purchasers of the flow-through shares. The effective date of the renouncement will be December 31, 2018.

 

In the first nine months of 2018, 542,631 options to purchase common shares of the Company were exercised for proceeds of $6.8 million and subsequent to the quarter end an additional 131,739 options to purchase common shares of the Company were exercised for proceeds of $1.6 million.

 

In December 2017, the Company issued 200,000 flow-through common shares at a price of $16.72 per flow-through share for aggregate gross proceeds of $3.3 million. Proceeds of this financing are being used to fund the 2018 Courageous Lake winter drill program and follow up of the results.

 

 

 

 

Also, in April and May 2017, the Company closed two financings for gross proceeds of $37.7 million. The first financing was a public offering of 1,100,000 common shares at a price of $14.30 per common share raising gross proceeds of $15.7 million. The second was a financing whereby a syndicate of underwriters purchased 1,100,000 flow-through common shares at a price of $20.00 per flow-through common share for gross proceeds of $22 million.

 

As at September 30, 2018, the Company has a commitment of $4.7 million remaining to spend on qualifying expenditures for December 2017 and May 2018 flow-through financings.

 

During the current quarter, operating activities, including working capital adjustments, used $18,000 compared to a source of $0.3 million in the similar period in 2017. In the current quarter, $1.1 million of rehabilitation expenditures were made. No comparable payments were made in the third quarter of 2017. In the first quarter of 2017, the Company deposited $1.8 million with tax authorities along with an objection to a reassessment of 2010 and 2011 refunds received under the British Columbia Mineral Exploration Tax Credit program. It is anticipated that the objection will be reviewed in 2018. The balance of the re-assessment remains recorded within accounts payable and accrued liabilities on the statement of financial position as at September 30, 2018. Operating activities in the near-term are not expected to deviate significantly from the current quarter.

 

Also during the current quarter, the Company purchased 320,000 units of an investment in an associate for US$1.25 per unit. Each unit consists of one common share and one warrant to purchase one-half of a common share of the associate. Each warrant has a two-year term and is exercisable at US$1.30 in the first twelve months and US$1.50 in the following twelve months.

 

The Company will continue its objective of advancing its major gold projects, KSM and Courageous Lake, and to further explore the Iskut Project to either sell or enter into joint venture arrangements with major mining companies. The Company may also continue to dispose of certain non-core investments deemed no longer strategic to the Company.

 

Outlook

In the fourth quarter of 2018, the Company will complete and analyze the results of the exploration and drilling programs it commenced, at KSM and Iskut, and follow up on results of its completed exploration program at Courageous Lake. In addition to that work at Iskut, the Company will plan for the environmental rehabilitation work, to be carried out in 2019, related to the closure of the Johnny Mountain Mine. A relatively small exploration program continues to be conducted at the Company’s new Snowstorm Project.

 

For KSM, the Company will complete the exploration program that is following up on the results of the 2017 drilling at Iron Cap as well as continue to pursue a joint venture partner for the project.

 

For Iskut, the Company will complete the exploration program designed with the objective of testing the current understanding of the Quartz Rise lithocap and evaluate the potential for discovery of an epithermal deposit.

 

Based on results from current drilling and exploration programs at KSM, Iskut and Courageous Lake, follow-up work may be planned for 2019.

 

Internal Controls Over Financial Reporting

The Company’s management under the supervision of the Chief Executive Officer and Chief Financial Officer are responsible for designing adequate internal controls over financial reporting or causing them to be designed under their supervision in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Management is responsible for establishing and maintaining adequate internal controls over financial reporting. The control framework used is Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

 

 

 

Changes to Internal Controls Over Financial Reporting

There was no change in the Company’s internal controls over financial reporting that occurred during the period beginning on July 1, 2018 and ended on September 30, 2018 that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

 

Disclosure Controls and Procedures

Disclosure controls and procedures have been designed to ensure that information required to be disclosed by the Company is recorded, processed, summarized and reported within the time periods specified in the rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company is accumulated and communicated to management as appropriate, to allow timely decisions regarding required disclosure. The Company’s Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation of the design of the disclosure controls and procedures as of September 30, 2018, that they are appropriately designed and effective and that since the December 31, 2017 evaluation, there have been no material changes to the Company’s disclosure controls and procedures.

 

Limitations of controls and procedures

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, believe that any internal controls over financial reporting and disclosure controls and procedures, no matter how well designed, can have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance that the objectives of the control system are met.

 

Shares Issued and Outstanding

At November 14, 2018, the issued and outstanding common shares of the Company totaled 59,566,488. In addition, there were 2,994,839 stock options, 62,750 RSUs and 500,000 warrants outstanding. Assuming the conversion of all of these instruments outstanding, there would be 63,123,377 common shares issued and outstanding.

 

Related Party Transactions

During the nine months ended September 30, 2018, other than compensation paid to key management personnel, a private company controlled by an officer was paid $150,000 (2017 - $150,000) for legal services rendered. During the current quarter the same private company controlled by the officer was paid $50,000 (2017 - $50,000). The transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

 

Changes in Accounting Standards Implemented or Not Yet Adopted

 

Accounting standards recently adopted

IFRS 9, Financial instruments, introduced new requirements for classification and measurement of financial assets, additional changes to financial liabilities and a new general hedge accounting standard. The mandatory effective date is for annual periods beginning on or after January 1, 2018 and the Company applied IFRS 9 on the effective date. IFRS 9 did not impact the Company's classification and measurement of financial assets and liabilities except for equity securities as described below.

 

 

 

 

The Company designated its equity securities as financial assets at fair value through other comprehensive income ("FVTOCI"), and are recorded initially at fair value. Subsequent changes in fair value will be recognized in other comprehensive income (loss) only and will not be transferred into income (loss) upon disposition. As a result of this change, the Company reclassified $2.3 million of impairment losses recognized in prior years on certain equity securities which continue to be owned by the Company as at January 1, 2018 from opening deficit to accumulated other comprehensive income (loss) on January 1, 2018. As a result of adopting IFRS 9, the net change in fair value of the equity securities, including realized and unrealized gains and losses, if any, is now presented as an item that will not be reclassified subsequently to net earnings in the consolidated statements of comprehensive income (loss). Realized gains and losses on securities derecognized prior to January 1, 2018 have not been restated in comparative periods. As the Company does not have any hedges, the revised approach to hedge accounting had no effect on the financial statements.

 

IFRS 15, Revenue from contracts with customers (“IFRS 15”) replaced IAS 18 Revenue, IAS 11 Construction contracts, and some revenue-related interpretations. The new standard was applied on January 1, 2018. The standard contains a single model that applies to contracts with customers and two approaches to recognizing revenue at either a point in time or over time. The model features a five-step analysis of transactions to determine when and how much revenue should be recognized. New estimates and judgmental thresholds were introduced, which may affect the amount and/or timing of revenue recognized. The application of the new standard had no impact on the interim condensed consolidated financial statements as at September 30, 2018.

 

IFRS 2, Share-based payments amendments (“Amendments to IFRS 2”). The Amendments to IFRS 2 clarify the classification and measurement of share-based payments for cash-settled share-based payment transactions and or for share-based payment transactions with net settlement features for withholding tax obligations and or for any modifications to the terms and conditions of a share-based payment transaction that changes its classification from cash-settled to equity-settled. The Company adopted the amendments on January 1, 2018.

 

New accounting standards not yet adopted

IFRS 16, Leases (“IFRS 16”) will replace IAS 17 Leases. The new standard requires lessees to recognize assets and liabilities for most leases. Application of the standard is mandatory for annual reporting periods beginning on or after January 1, 2019, with earlier application permitted, provided the new revenue standard, IFRS 15 has been applied or is applied at the same date as IFRS 16. The Company plans to apply IFRS 16 on the effective date. The Company is evaluating the impact of the changes to its financial statements based on the characteristics of any contracts in place before the effective date and expects to report additional details on the anticipated impact, if material, in the fourth quarter.

 

Critical Accounting Estimates

Critical accounting estimates used in the preparation of the consolidated financial statements include the Company’s estimate of recoverable value of its mineral properties and related deferred exploration expenditures, the value of stock-based compensation, asset retirement obligations and deferred income tax. All of these estimates involve considerable judgment and are, or could be, affected by significant factors that are out of the Company’s control.

 

The factors affecting stock-based compensation include estimates of when stock options and compensation warrants might be exercised and the stock price volatility. The timing for exercise of options is out of the Company’s control and will depend upon a variety of factors, including the market value of the Company’s shares and financial objectives of the stock-based instrument holders. The Company used historical data to determine volatility. However, the future volatility is uncertain.

 

 

 

 

The recoverability of the carrying value of mineral properties and associated deferred exploration expenses is based on market conditions for minerals, underlying mineral resources associated with the properties and future costs that may be required for ultimate realization through mining operations or by sale. The Company is in an industry that is dependent on a number of factors including environmental, legal and political risks, the existence of economically recoverable reserves, the ability of the Company and its subsidiaries to obtain necessary financing to complete the development, and future profitable production or the proceeds of disposition thereof.

 

The provision for asset retirement obligations is the best estimate of the present value of the future costs of reclaiming the environment that has been subject to disturbance through exploration activities or historical mining activities. The Company uses assumptions and evaluates technical conditions for each project that have inherent uncertainties, including changes to laws and practices and to changes in the status of the site from time-to-time. The timing and cost of the rehabilitation is also subject to uncertainty. These changes, if any, are recorded on the statement of financial position as incurred.

 

The Company has net assets in Canada and the United States and files corporate tax returns in each. Deferred tax liabilities are estimated for tax that may become payable in the future. Future payments could be materially different from our estimated deferred tax liabilities. We have deferred tax assets related to non-capital losses and other deductible temporary differences. Deferred tax assets are only recognized to the degree that it shelters tax liabilities or when it is probable that we will have enough taxable income in the future to recover them.

 

Risks and Uncertainties

The risks and uncertainties are discussed within the Company’s most recent Annual Information Form filed on SEDAR at www.sedar.com, and the Annual Report on Form 40-F filed on EDGAR at www.sec.gov/edgar.shtml.

 

Forward Looking Statements

The consolidated financial statements and management’s discussion and analysis and any other materials included with them, contain certain forward-looking statements relating but not limited to the Company’s expectations, intentions, plans and beliefs. Forward-looking information can often be identified by forward-looking words such as “anticipate”, “believe”, “expect”, “goal”, “plan”, “intend”, “estimate”, “may” and “will” or similar words suggesting future outcomes, or other expectations, beliefs, estimates, plans, objectives, assumptions, intentions or statements about future events or performance. Forward-looking information may include reserve and resource estimates and expected changes to them, estimates of future production and related financial analysis, unit costs, costs of capital projects and timing of commencement of operations, and is based on current expectations that involve a number of business risks and uncertainties. Factors that could cause actual results to differ materially from any forward-looking statement include, but are not limited to, failure to establish estimated resources and reserves, the grade and recovery of ore which is mined varying from estimates, capital and operating costs varying significantly from estimates, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects and other factors. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from expected results.

 

 

 

 

Potential shareholders and prospective investors should be aware that these statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those suggested by the forward-looking statements. Shareholders are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and various future events will not occur. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking information whether as a result of new information, future events or other such factors which affect this information, except as required by law.