EX-99.1 2 exhibit99-1.htm FIRST QUARTER REPORT FOR THE PERIOD ENDED MARCH 31, 2017 Exhibit 99.1
Exhibit 99.1







MANAGEMENT’S DISCUSSION AND ANALYSIS

(All dollar figures are in thousands of Canadian dollars, unless otherwise stated)

CONTENTS  
 
GENERAL 3
OVERVIEW 3
RECENT HIGHLIGHTS 3
KEY FINANCIAL DATA 4
KEY OPERATING STATISTICS 5
OUTLOOK 5
PRODUCTION OUTLOOK AND COST GUIDANCE FOR 2017 6
REVIEW OF OPERATING AND FINANCIAL RESULTS 6
REVIEW OF OPERATING MINES 9
Island Gold Mine 9
Beaufor Mine 11
Monique Mine 12
Camflo Mill 12
EXPLORATION EXPENSE 12
Island Gold Mine 12
Beaufor Mine 13
QUARTERLY RESULTS – PREVIOUS EIGHT QUARTERS 14
FINANCIAL CONDITION 15
LIQUIDITY AND CAPITAL RESOURCES 15
OUTSTANDING SHARE CAPITAL 15
COMMITMENTS AND CONTINGENCIES 16
OFF-BALANCE-SHEET TRANSACTIONS 16
TRANSACTIONS WITH RELATED PARTIES 16
CRITICAL ACCOUNTING ESTIMATES 16
FINANCIAL INSTRUMENTS 16
ACCOUNTING POLICIES 17
NON-IFRS PERFORMANCE MEASURES 17
RISKS AND UNCERTAINTIES 19
DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING 19
NATIONAL INSTRUMENT 43-101 19
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 20
CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING RESOURCE ESTIMATES AND CIVIL LIABILITIES AND JUDGMENTS 20

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS

(All dollar figures are in thousands of Canadian dollars, unless otherwise stated)

GENERAL

The following Management’s Discussion and Analysis (“MD&A”) dated May 3, 2017 relates to the financial condition and results of the operations of Richmont Mines Inc. (“Richmont Mines”, “Richmont”, or “the Corporation”), and should be read in conjunction with the Richmont Mines consolidated audited financial statements for the year ended December 31, 2016, unaudited consolidated interim financial statements for the three months ended March 31, 2017 and notes thereto. All amounts are expressed in Canadian dollars, unless otherwise noted, and are in accordance with International Financial Reporting Standards (“IFRS”), except for certain performance indicators that are not defined under IFRS. For further information, please refer to section “Non-IFRS Performance Measures” on page 17 of this MD&A. With the exception of troy ounces, the data on production is presented in metric units. Further information on Richmont Mines can be obtained in the form of news releases, quarterly and annual financial statements and Annual Information Form (“AIF”) on the SEDAR website (www.sedar.com), and the Corporation’s website (www.richmont-mines.com).

In addition to historical information, this MD&A contains forward-looking information. Please refer to section “Cautionary Statement Regarding Forward-Looking Statements” on page 20.

OVERVIEW

The Corporation currently produces gold from the Island Gold Mine in Ontario and the Beaufor Mine in Quebec. The Corporation is also advancing development of the significant high-grade resource extension at depth at the Island Gold Mine in Ontario. With 35 years of experience in gold production, exploration and development, and prudent financial management, the Corporation is well-positioned to cost-effectively build its Canadian reserve base and to successfully enter its next phase of growth.

Richmont’s shares trade on the Toronto Stock Exchange (TSX) and the New York Stock Exchange (NYSE) under the symbol “RIC”. The Corporation is headquartered in Rouyn-Noranda, Quebec and has a corporate office in Toronto, Ontario.

RECENT HIGHLIGHTS

  • Company-wide production of 29,401 ounces of gold (28,528 ounces sold), primarily driven by solid production from the Island Gold Mine of 23,772 ounces of gold (22,649 ounces sold).

  • Company-wide cash costs1 of $791 (US$598) per ounce, positively impacted by low cash costs of $668 (US$504) per ounce from the Island Gold Mine.

  • Company-wide All-In-Sustaining-Costs1 (“AISC”) of $1,124 (US$849) per ounce, positively impacted by low AISC of $848 (US$640) per ounce from the Island Gold Mine.

  • Richmont reported first quarter revenues of $46.5 (US$35.1) million.

  • Earnings of $5.5 (US$4.1) million, or $0.09 (US$0.07) per share.

  • Operating cash flow1 (before changes in non-cash working capital) was $16.4 (US$12.4) million, or $0.26 (US$0.20) per share.

 
1 Non-IFRS performance measure. Refer to the Non-IFRS Performance Measures section on page 17.

 

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  • Richmont maintained a strong cash balance of $75.2 (US$56.5) million, in line with the prior quarter; working capital increased to $66.3 (US$49.7) million.

  • Effective March 15, 2017, Richmont appointed Mr. Robert J. Chausse as Chief Financial Officer, further strengthening the senior management team.

KEY FINANCIAL DATA
                     
  CAN$ US$2
  Quarter ended March 31, Quarter ended March 31,
  2017     2016   2017     2016  

 

Revenues

46,462 52,634 35,097 38,329

Exploration expense

4,389 3,888 3,315 2,831

Net earnings

5,472 8,508 4,134 6,196

Operating cash flow, before changes in non-cash working capital1

16,393 21,223 12,383 15,455

Operating cash flow, after changes in non-cash working capital

12,539 17,297 9,472 12,596

Investment in property, plant and equipment

12,000 16,201 9,065 11,798
 
KEY PER SHARE DATA        

Net earnings (basic)

0.09 0.15 0.07 0.11

Operating cash flow, before changes in non-cash working capital1

0.26 0.36 0.20 0.26

Operating cash flow, after changes in non-cash working capital1

0.20 0.30 0.15 0.22

Net free cash flow1

0.01     0.02    0.01     0.01  
 
  March 31,       December 31,      
  2017     2016      
 
Cash 75,210 75,113    
Total assets 256,069 252,493    
Non-current long-term debt 6,319 6,513    
Shareholders’ equity 208,929 202,455    
Shares outstanding (thousands) 63,239     63,030      
1 Non-IFRS performance measure. Refer to the Non-IFRS Performance Measures section on page 17.
2 Average exchange rate of $1.3238 = US$1.00 was used for the quarter ended March 31, 2017 and average exchange rate of $1.3732 = US$1.00 was used for the quarter ended March 31, 2016.

 

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KEY OPERATING STATISTICS
           
  Quarter ended March 31,
  2017     2016  
 
Gold sold (oz) 28,528 32,239
Gold produced (oz) 29,401     32,369  
 
KEY PER OUNCE OF GOLD DATA ($)    
Average market price 1,614 1,624
Average selling price 1,624 1,629
Average cash costs1 791 800
Average AISC1 1,124     1,094  
 
Average exchange rate (CAN$/US$) 1.3238 1.3732
 
KEY PER OUNCE OF GOLD DATA (US$)    
Average market price 1,219 1,183
Average selling price 1,227 1,186
Average cash costs1 598 583
Average AISC1 849     797  
1 Non-IFRS performance measure. Refer to the Non-IFRS Performance Measures section on page 17.

Richmont Mines’ financial statements are reported in Canadian dollars, the Corporation also discloses financial and operating statistics in United States dollars. The Corporation’s operating results and cash flows are affected by changes in the Canadian dollar (“CAN$”) and United States dollar (“US$”) exchange rate, as the precious metals revenues are earned in US$ and the majority of the operating costs are in CAN$.

On a quarterly basis, the CAN to US exchange rate is adjusted to reflect the actual quarterly rate through the end of the quarter.

OUTLOOK

The Corporation announced its 2017 guidance on February 2, which included a projected increase of up to 15% in the company-wide production to between 110,000 and 120,000 ounces of gold, primarily driven by another consecutive year of high-quality production growth from the Island Gold Mine to between 87,000 and 93,000 ounces of gold. The increase in production is expected to drive a decrease of up to 8% in cash costs both company-wide and at the Island Gold Mine.

The Island Gold Mine is expected to deliver another year of strong production growth driven by increased underground mine and mill productivity of 900 tonnes per day at an average head grade of 8.9 g/t gold. The Corporation will continue to advance the strategic underground development program at the Island Gold Mine to best position the asset for a potential, fully funded expansion scenario of 1,100 tonnes per day, as contemplated in the Expansion Case PEA that is currently under review. The 2017 expansion capital estimates have been prepared on that basis. However, consistent with management’s disciplined capital allocation philosophy, should the PEA not confirm adequately robust economics for the expansion case or should the gold price breach a minimum sustaining threshold of $1,550 per ounce, Richmont would consider deferring some of its expansion capital to future periods and maintain the operation at sustaining capital requirements under the current 900 tonnes per day scenario.

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Production from the Beaufor Mine is expected to build on the improved performance realized in the fourth quarter of 2016. The operation generated free cash flow in the first quarter of 2017, driven by higher grades and better equipment availability. This trend is expected to continue through the year as the Beaufor Mine continues to operate in the higher-grade Q Zone. The Corporation is also considering other strategic alternatives regarding the Beaufor Mine and the Camflo Mill.

PRODUCTION OUTLOOK AND COST GUIDANCE FOR 2017
         
  ACTUAL FORECAST
  Quarter ended March 31, 2017     Full Year 2017  
 
Gold production (ounces) 29,401 110,000 – 120,000
 
Cash costs per ounce ($) 791 835 - 885
AISC per ounce ($) 1,124 1,180 - 1,235
 
CAN$/US$ exchange rate 1.3238 1.3000
 
Cash costs per ounce (US$) 598 640 - 680
AISC per ounce (US$) 849     905 - 950  

REVIEW OF OPERATING AND FINANCIAL RESULTS

Company-wide production was 29,401 ounces for the quarter, a 9% decrease over the prior year quarter. The decrease is primarily due to an 11% reduction in gold production from the Island Gold Mine. Grades at the Island Gold Mine during the first quarter of 2016 were disproportionally higher (44%) than reserve grades, which resulted in unusually high production in the quarter. The operation has developed access to more mining stopes that supports a more blended grade profile. As a result, there is lower probability of reoccurrence of significant grade variances from plan and this should be considered when reviewing results from the first quarter 2017. Island Gold operation performed very well in the first quarter with mined grades coming in line with reserves and our operating plans. As a result, first quarter production at the Island Gold Mine of 23,772 ounces of gold was lower than the 26,589 ounces reported in the first quarter of 2016. Production from the Beaufor Mine was 5,629 ounces, a 22% increase over the same quarter of 2016, resulting from mining in the higher-grade Q Zone.

Gold production (ounces)


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Revenues for the first quarter were $46.5 (US$35.1) million, a decrease of 12% from the prior year quarter. A total of 28,528 ounces of gold were sold during the current quarter at an average realized price of $1,624 (US$1,227) per ounce, versus 32,239 ounces of gold sold at an average realized sale price of $1,629 (US$1,186) per ounce during the first quarter of 2016.

Gold sales (ounces and average realized sale price per ounce)


Cost of sales, including depletion and depreciation, totaled $31.8 (US$24.0) million in the first quarter of 2017 versus $35.2 (US$25.6) million in the same quarter of 2016. Cost of sales at the Island Gold Mine were 13% lower than the first quarter of 2016, due to fewer ounces of gold being sold. Costs at the Beaufor Mine were 19% higher primarily due to increased production and mill throughput, and higher milling costs allocated from the Camflo Mill as compared to the first quarter of 2016.

On a consolidated basis, cash costs per ounce decreased by 1% to $791 (US$598), from $800 (US$583) in the same quarter of 2016. Cash costs at the Island Gold Mine of $668 (US$504) per ounce were in line with the first quarter of 2016 despite lower ounces sold, while cash costs at the Beaufor Mine were favourably impacted by 21% higher grades as compared to the same quarter of 2016.

AISC per ounce increased by 3% to $1,124 (US$849) in the quarter, as compared to $1,094 (US$797) in the first quarter of 2016. The increase resulted from fewer number of ounces of gold sold mainly from the Island Gold Mine. Sustaining costs of $9.5 (US$7.2) million were in line with the first quarter of 2016.

Corporate G&A costs in the amount of $3.6 (US$2.7) million in the first quarter were $0.5 million higher than the prior year quarter, primarily related to additional personnel.

During the current quarter non-sustaining project capital expenditures were $5.9 (US$4.5) million and non-sustaining exploration expense was $4.2 (US$3.2) million.

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SUSTAINING, PROJECT AND EXPLORATION COSTS
 
(in millions of $) Island Gold   Quebec   Corporate &      
    Mine   Division   Others   Consolidated  
Sustaining costs        
  Underground development 1.5 1.2 - 2.7
  Exploration & delineation drilling 0.5 0.2 - 0.7
  Other sustaining costs 2.1 0.4 - 2.5
  Corporate G&A -   -   3.6   3.6  
Total sustaining costs 4.11   1.82   3.6   9.5  
 
Project capital 5.9 - - 5.9
Non-sustaining exploration 3.83   0.1   0.3   4.2  
Total project capital & exploration 9.7   0.1   0.3   10.1  
1 Sustaining costs of $4.1 million at the Island Gold Mine have been capitalized.      
2 Sustaining costs of $1.8 million at the Beaufor Mine include $1.6 million of capitalized costs and $0.2 million in exploration costs that have been expensed.
3 Non-sustaining exploration costs of $3.8 million at the Island Gold Mine are included in expensed exploration costs.  

For the quarter, the mining and income tax expense totaled $1.0 million, which included $0.04 million of mining taxes payable, $0.6 million increase in deferred income and mining tax liabilities and $0.4 million decrease in deferred income and mining tax assets. For the first quarter of 2016, the Corporation recorded mining and income taxes of $2.1 million. The taxes include $0.7 million of income tax payable, $0.1 million of mining taxes and $1.3 million increase in future mining taxes.

First quarter net earnings of $5.5 (US$4.1) million were 36% lower than the $8.5 (US$6.2) million in the first quarter of 2016, as a result of lower revenues and higher exploration and G&A costs. On a per share basis, net earnings were $0.09 as compared to $0.15 in the first quarter of 2016.

Operating cash flow for the first quarter of 2017 was impacted by lower revenues during the quarter. Operating cash flow (after changes in non-cash working capital) totaled $12.5 (US$9.5) million, or $0.20 (US$0.15) per share, as compared to $17.3 (US$12.6) million, or $0.30 (US$0.22) per share, in the same quarter of 2016.

Net free cash flow2 for the quarter was $0.5 (US$0.4) million, as compared to $1.1 (US$0.8) million, in the same quarter of 2016. On a per share basis, net free cash flow was $0.01 or US$0.01 as compared to $0.02 or US$0.01 in the first quarter of 2016. The decrease in net free cash flow is attributable to lower operating cash flows offset by lower investments in property, plant and equipment during the quarter.

 
2 Non-IFRS performance measure. Refer to the Non-IFRS Performance Measures section on page 17.

 

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REVIEW OF OPERATING MINES

Island Gold Mine
 
  Quarter ended March 31,
  2017     2016  
 
Ore and waste mined (tonnes) 169,702 155,125
 
Gold Produced    
Ore processed (tonnes) 83,365 75,906
Head grade (g/t) 9.18 11.31
Gold recovery (%) 96.7 96.3
Ounces produced 23,772     26,589  
 
Gold Sold    
Ounces sold 22,649 26,031
Average selling price per ounce 1,624 1,628
Cash costs per ounce 668 667
AISC per ounce 848 848
 
Average selling price per ounce (US$) 1,227 1,186
Cash costs per ounce (US$) 504 486
AISC per ounce (US$) 640 618
 
Sustaining costs 4,072 4,713
Project and non-sustaining exploration costs 9,691     10,757  

At the end of the first quarter of 2017, the Island Gold Mine reported more than 6 years (over 2.6 million man-hours) of operations without a lost-time injury.

During the quarter, the mine productivity averaged a record 1,019 tonnes of ore mined per day. Total ore mined during the quarter was 91,710 tonnes, of which 37,455 tonnes (827 metres equivalent) was development ore and 54,255 tonnes was from long-hole stope mining. Development ore comprised 41% of total ore mined versus an overall 2017 plan of 36%. Stope mining activities continued in the first and second mining horizons, while development ore came mainly from the third mining horizon. Reconciliation of ore mined to the reserve model indicated grade was in-line with the December 31, 2016 reserves.

The development of the main ramp continued and reached the planned vertical depth of 860 metres at the end of the quarter. A total of 1,257 metres equivalent of underground development was completed during the quarter, which included 527 metres of the main ramp, 278 metres of the east ramp, 128 metres of the west ramp, 205 metres of raises and other infrastructure, and 119 metres of the 620 level exploration drift. Total waste mined during the quarter was 77,992 tonnes, or 867 tonnes per day.

The mill throughput averaged a record 926 tpd as the mill processed 83,365 tonnes of ore during the quarter, which is 10% higher than the 75,906 tonnes (834 tpd) of ore processed in the first quarter of 2016. Production for the quarter was 23,772 ounces of gold, a decrease of 11% from the same quarter of 2016, as 19% lower grades processed offset the impact of higher mill throughput. Average milled grade for the first quarter was 9.18 g/t gold as compared to the 11.31 g/t gold processed in the same quarter of 2016. As previously noted, grades during the first quarter of 2016 were significantly higher than reserve grade, but were in line with plan in the current quarter.

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Revenues from the sale of gold for the first quarter were $36.8 (US$27.8) million, 13% lower than the $42.4 (US$30.9) million in the same quarter of 2016, resulting mainly from 13% fewer ounces of gold sold. 22,649 ounces of gold were sold at an average realized sale price of $1,624 (US$1,227) per ounce, as compared to 26,031 ounces of gold sold at an average realized sale price of $1,628 (US$1,186) in the first quarter of 2016.

Cash costs per ounce for the first quarter, including royalties, were $668 (US$504), in line with the cash costs realized in the same quarter of 2016 and below the lower end of the 2017 Island Gold cash cost guidance. Total operating costs for the quarter were in line with costs in the same quarter of 2016, as the impact of higher operating volume was offset by mining a lower proportion of high-cost development ore during the first quarter of 2017.

AISC per ounce for the first quarter was $848 (US$640), in line with the same quarter of 2016. Sustaining costs for the first quarter of 2017 were $4.1 (US$3.1) million, comprised of $1.6 million of mining assets and infrastructure, $1.5 million of underground development, $0.5 million of delineation drilling, and $0.5 million of payments on capital leases.

Non-sustaining project costs for the first quarter were $5.9 (US$4.5) million, which included $5.3 million for advancing both the main access ramp and the east ramp, and $0.6 million for mining assets and infrastructure upgrades.

Expansion Case PEA:

The Corporation is well advanced towards releasing the results of the Expansion Case PEA during the second quarter, as previously disclosed. The study considers the most cost and capital effective strategy to mine the portion of the mineral resources that is located within the main known area of interest over four mining horizons, to a maximum depth of 1,000 metres below surface, using current mine infrastructure. The Corporation remains focused on transforming the high-grade Island Gold Mine into one of the lowest cost underground gold producers in the Americas. Recent achievements include:

  • The integration of the December 31, 2016 Mineral Reserves and Resources into the 1,100 tonnes per day mine plan has been completed.

  • The required permit amendments that allow for an ore mining and processing increase to 1,100 tonnes per day were received in December.

  • The accelerated development of the underground ramp system has advanced as planned.

  • Engineering and identification of the main equipment required for the 1,100 tpd mill expansion is well underway and expected capital requirements for the expanded milling capacity remains below the $15.0 million, as previously disclosed.

  • The 2017 mine plan and the Expansion Case PEA are focused on optimizing cash flow generation that is capable to fully fund current and future production as well as all strategic exploration programs.

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Beaufor Mine
             
  Quarter ended March 31,
    2017       2016  
Ore mined (tonnes) 31,815     29,370
   
Gold Produced    
Ore processed (tonnes) 30,009 29,318
Head grade (g/t) 6.00 4.96
Gold recovery (%) 97.2 98.7
Ounces produced   5,629       4,615  
 
Gold Sold    
Ounces sold 5,879 5,037
Average selling price per ounce 1,625 1,648
Cash costs per ounce 1,265 1,396
AISC per ounce 1,580 1,728
 
Average selling price per ounce (US$) 1,228 1,200
Cash costs per ounce (US$) 956 1,017
AISC per ounce (US$) 1,194 1,259
 
Sustaining costs 1,854 1,674
Non-sustaining exploration costs   140     -  

Total ore mined during the first quarter was 31,815 tonnes (354 tpd), an increase of 8% over the 29,370 tonnes (323 tpd) mined during the same quarter of 2016. The increase in tonnes mined during the quarter was mainly attributable to the improved long-hole stope availability in the Q Zone.

During the quarter, the Camflo Mill processed 30,009 tonnes of ore from the Beaufor Mine, as compared to the 29,318 tonnes processed in the same quarter of 2016. Average grade milled for the quarter was 6.00 g/t gold, 21% higher than the same quarter of 2016, as majority of the mining activities were transitioned into the higher-grade Q Zone. Higher tonnage and grades resulted in quarterly gold production of 5,629 ounces, a 22% increase over the 4,615 ounces produced in the same quarter of 2016.

Revenues from the sale of gold of $9.6 (US$7.2) million were up 15% from the $8.3 (US$6.0) million from the same quarter of 2016, resulting mainly from 17% more ounces of gold sold. Gold ounces sold for the first quarter totaled 5,879 ounces at an average realized price of $1,625 (US$1,228) per ounce, as compared to gold sales of 5,037 ounces at an average realized price of $1,648 (US$1,200) in the same quarter of 2016.

Cash costs per ounce of $1,265 (US$956) in the first quarter were in line with the lower end of the 2017 Beaufor cash cost guidance and 9% lower than the $1,396 (US$1,017) in the same quarter of 2016. Cash costs per ounce were favorably impacted by higher grades during the quarter, partially offset by the impact of higher milling costs per tonne allocated from the Camflo Mill.

AISC per ounce for the quarter was $1,580 (US$1,194), 9% lower than the same quarter of 2016, as higher ounces of gold sold during the quarter offset the impact of higher sustaining costs as compared to first quarter of 2016.

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Sustaining costs for the first quarter were $1.8 (US$1.4) million, which included $1.2 million for capitalized underground mine development, $0.2 million for expensed exploration costs and $0.4 million of other sustaining costs.

Monique Mine

There were no mining operations at the Monique Mine in 2017. In the first quarter of 2016, 16,063 tonnes of low-grade stockpile was processed at an average grade of 2.31 g/t gold, resulting in a production of 1,165 ounces of gold.

Camflo Mill

Total ore processed at the Camflo Mill during the first quarter was 39,181 tonnes, as compared to the 72,436 tonnes processed in the same quarter of 2016. Of the 39,181 tonnes processed, 30,009 tonnes came from the Beaufor Mine, consistent with the same quarter of the previous year. The balance of the tonnes processed was from custom milling ore from a local mining company in the Abitibi region of Quebec.

EXPLORATION EXPENSE

(in thousands of $) Quarter ended March 31,
  2017   2016  
 
Exploration expense – Mines        

Island Gold

3,762   3,770  

Beaufor

315   492  
 
  4,077   4,262  
 
Exploration expense - Other properties        

Wasamac

148   43  

Other

8   3  

Project evaluation

200   200  
 

Exploration and project evaluation before depreciation and exploration tax credits

4,433   4,508  
 

Depreciation

10   9  

Exploration tax credits, including adjustments

(54 ) (629 )

 

  4,389   3,888  

ISLAND GOLD MINE

Exploration costs at the Island Gold Mine for the first quarter were $3.8 (US$2.8) million, in line with the same quarter of 2016, completing approximately 10,200 metres of surface drilling and 7,400 metres of underground drilling.

The 2017 drilling program continues to build on positive results achieved in 2016 and is focused on three key priorities:

1) to expand near-mine resources outside the Expansion Case PEA area, both laterally and at depth;
 
2) to further expand the reserve base, primarily within the Expansion Case PEA area;
 
3) continuing to test high priority regional gold targets across the prospective Island Gold Mine property.

 

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Eastern Lateral Exploration Drilling Program:

The 2016 drilling program successfully added two new inferred resource blocks in the eastern lateral extension, approximately 300 metres east of the Expansion Case PEA area, between the 340 and the 750 metre levels, with the largest inferred resource block containing approximately 290,000 tonnes at a grade of 10.35 g/t of gold (approximately 95,000 ounces). These two new blocks are relatively shallow and easily accessible from the existing mine infrastructure. As a result, the 2017 exploration program is following up on the eastern lateral extension area and continues to target the extension and the infill of the new resource blocks.

Recent drilling in the eastern lateral extension has been focussed in the down plunge extension of the high-grade intersection (Hole GD-630-01), located approximately 500 metres east of the new resource blocks. Highlights include:

  • Hole GD-640-05 intersected 20.57 g/t (26.55 g/t uncut) of gold over a core length of 11.3 metres, at a vertical depth of approximately 1,000 metres;

  • Hole GD-640-04, located approximately 150 metres above hole GD-640-05, intersected 7.38 g/t gold over 3.27 metres.

The initial 2017 directional drill hole (GD-640-05-1) was completed between holes GD-640-04 and GD-640-05 noted above, and intersected two high-grade intervals at the same elevation, but located 40 to 50 metres north of GD-640-05. The first interval intersected 16.1 g/t gold (28.13 g/t uncut) over a core length of 8.33 metres and the second intersected 10.16 g/t gold (17.32 g/t uncut) over a core length of 5.74 metres. Additional drilling will be required to better understand the geometry and true width of this new area of high-grade mineralization. This new discovery represents significant upside to the potential extension of the eastern lateral corridor.

Deep Directional Exploration Drilling Program:

The successful 2016 deep drilling program identified a new large inferred resource block of 760,000 tonnes at a grade of 9.53 g/t gold (approximately 230,000 ounces) in the eastern down plunge extension, located between the 1,050 and the 1,300 metre levels. The deep directional exploration drilling program continues in 2017 and targets the expansion of this new resource block.

Recent drilling continues to report encouraging results with Hole MH1-10 intersecting 24.5 g/t gold over 3.76 metres. In the eastern portion of this area, Hole MH8 intersected 4.6 g/t gold over 2.24 metres, demonstrating that the mineralization remains open to the east. In the western area, mineralized zones were intersected and additional drilling is required to better understand the structural geology at depth, however these new zones increase the overall potential of the down plunge extension and provide new high quality targets for follow up drilling.

Phase 2 Regional Drilling Program:

The Phase 2 regional drilling program is designed to continue to evaluate the potential extension of the mineralization below the Kremzar mine as well as other previously identified high-priority gold targets located elsewhere on the highly prospective 77 km2 Island Gold property. The Phase 2 regional drilling program is expected to begin later in 2017.

BEAUFOR MINE

The Corporation spent $0.3 (US$0.2) million on exploration drilling during the first quarter of 2017, completing approximately 3,000 metres of drilling during the quarter.

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QUARTERLY RESULTS – PREVIOUS EIGHT QUARTERS
 
  2017 2016 2015
(in thousands of $, unless otherwise stated) Q1       Q4   Q3   Q2   Q1   Q4   Q3   Q2   
                       
PRINCIPAL FINANCIAL DATA                             
                        

Revenues

46,462      44,204   31,244    40,618   52,634   31,864   34,107   40,552  
                          
Net earnings (loss) 5,472       1,059   226   2,674   8,508   (4,062 ) 3,306    2,912  
                          

Operating cash flow, after changes in non-cash working capital

12,539     12,649   3,347 14,871 17,297 6,815   11,742 14,677  

Investments in property, plant and equipment

12,000     15,666   19,531 11,865 16,201 22,767   12,802 7,304  
                         

Average CAN$/US$ exchange rate

1.3238     1.3341   1.3050 1.2886 1.3732 1.3354   1.3089 1.2297  
                           
KEY PER-SHARE DATA                          
                        
Operating cash flow 0.20     0.20   0.05 0.25 0.30 0.12   0.20 0.25  
Operating cash flow (US$) 0.15     0.15   0.04 0.19 0.22 0.09   0.15 0.21  
                       
Net earnings (loss)                          

Basic

0.09     0.02   0.00 0.04 0.15 (0.07 ) 0.06 0.05  

Diluted

0.08     0.02   0.00 0.04 0.14 (0.07 ) 0.06 0.05  
                       
Net earnings (loss) (US$)                          

Basic

0.07     0.01   0.00 0.03 0.11 (0.05 ) 0.04 0.04  

Diluted

0.06     0.01   0.00 0.03 0.10 (0.05 ) 0.04 0.04  
                          
OUNCES OF GOLD SOLD 28,528      27,759   17,774   24,888   32,239   21,576   22,962   27,566  
                          
KEY PER-OUNCE OF GOLD DATA                          
                            
Average selling price ($) 1,624     1,589   1,754 1,628 1,629 1,474   1,482 1,468  
                         
Average cash costs ($) 791     952 1,054 895 800 1,028   921 969  
Sustaining costs ($) 333      277   541   427   294   632   385   330  
                       
All-in sustaining costs ($) 1,124     1,229 1,595 1,322 1,094 1,660   1,306 1,299  
                        
Average selling price (US$) 1,227     1,191 1,344 1,263 1,186 1,104   1,132 1,194  
                       
Average cash costs (US$) 598     714 808 695 583 770   703 788  
Sustaining costs (US$) 251      208   415   331   214   473   294   268   
                          
All-in sustaining costs (US$) 849     922   1,223   1,026   797   1,243   997   1,056   

 

RICHMONT MINES INC. REPORT TO SHAREHOLDERS Q1 2017 | Page 14

 






FINANCIAL CONDITION
 
  As at March 31,   As at December 31,    
  2017   2016    
Current assets 91,282   89,405   Current assets increased primarily due to the increase in inventories at the Island Gold Mine.
Long-term assets 164,787   163,088   The increase in long-term assets reflects the investments in property, plant and equipment at the mine sites offset by reduction in deferred income and mining tax assets.
Total assets 256,069   252,493    
Current liabilities 25,017   28,390   Current liabilities decreased as 2016 annual bonus and retention awards granted to several key personnel in March 2012 were paid during the first quarter of 2017.
Long-term liabilities 22,123   21,648   Increase in deferred income and mining tax liabilities were offset by a decrease in lease obligations during the quarter.
Total liabilities 47,140   50,038    
Shareholders’ equity 208,929   202,455   Shareholders’ equity increased due to the first quarter net earnings.

LIQUIDITY AND CAPITAL RESOURCES

The Corporation’s strategy is based on achieving positive cash flows from operations to internally fund operating, capital and project development requirements. Material increases or decreases in the Corporation’s liquidity and capital resources will be substantially determined by the success or failure of the Corporation’s operations, exploration, and development programs, the ability to obtain equity or other sources of financing, the price of gold, and currency exchange rates.

As at March 31, 2017, the Corporation had cash of $75.2 million compared to $75.1 million at December 31, 2016. In the opinion of management, the Corporation's cash position of $75.2 million at March 31, 2017, and together with cash flows from operations, are sufficient to support the Corporation's normal operating requirements and capital commitments on an ongoing basis.

OUTSTANDING SHARE CAPITAL

The following table sets out the common shares, stock options, restricted share units and deferred share units of the Corporation that are outstanding as at the date of this MD&A:

  May 3, 2017  
 
Common shares 63,726,024
Stock options 2,289,760
Restricted share units 404,411
Deferred share units 111,437  
 
  66,531,632  

 

RICHMONT MINES INC. REPORT TO SHAREHOLDERS Q1 2017 | Page 15

 






COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Corporation enters into contracts that give rise to commitments. The following table summarizes the Corporation’s contractual obligations:

(in millions of $) Payments due by period
          2020 and      
Contractual obligations 2017   2018   2019   after   Total  
Finance lease obligations 3.1   2.4   2.3   0.7   8.5  
Contract payment holdbacks 0.3   1.0   -   -   1.3  
Closure allowance -   -   0.6   -   0.6  
Asset retirement obligations 0.1   0.5   3.2   6.4   10.2  
Operating leases 0.2   0.1   0.1   0.1   0.5  
Total 3.7   4.0   6.2   7.2   21.1  

There were no changes to the Corporation’s commitments and contingencies from December 31, 2016 to March 31, 2017 with the exception of the commitment mentioned below. For further information, regarding commitments and contingencies in effect as of December 31, 2016, please refer to the 2016 Management’s Discussion and Analysis, filed February 21, 2017 and available on the SEDAR website (www.sedar.com).

During the three-month period ended on March 31, 2017, the Corporation entered into a financial lease agreement for mobile equipment that has an option of a lower purchase price at the end of the lease.

OFF-BALANCE-SHEET TRANSACTIONS

The Corporation does not have any off-balance-sheet arrangements.

TRANSACTIONS WITH RELATED PARTIES

The Corporation does not have any transactions with related parties.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements requires the use of estimates and the formulation of assumptions that have a significant impact on revenues and expenses as well as on the amounts of assets and liabilities. Elements such as mineral reserves, basis of depletion of mining sites in production, asset retirement obligations, impairment test of property, plant and equipment, income taxes and deferred mining taxes, share-based remuneration expense, dismantling costs and severance costs, recoverability of credits relating to resources and credits on duties refundable for losses, provisions and contingent liabilities, start of advanced exploration phase and start of commercial production are estimates that management considers the most significant, which could differ materially and affect operating results. A detailed discussion of these estimates is provided in the annual management’s discussion and analysis, filed on February 21, 2017 and available on the SEDAR website (www.sedar.com).

FINANCIAL INSTRUMENTS

In order to minimize the risks associated with fluctuations in the price of gold and exchange rates, Richmont Mines may from time to time, use derivative financial instruments or gold hedging contracts. As at March 31, 2017 and 2016, Richmont Mines had no gold hedging contracts and no currency exchange contracts. For the quarters ended March 31, 2017 and 2016, no gain or loss related to derivative financial instruments or to gold hedging contracts were recorded in the financial statements.

RICHMONT MINES INC. REPORT TO SHAREHOLDERS Q1 2017 | Page 16

 






The Corporation has classified its cash and receivables (except taxes receivable and workers’ compensation receivable) as loans and receivables, and its payables, accruals and provisions (except salaries and related benefits payable), advance royalty payments, finance lease obligations, contract payment holdbacks and the closure allowance as financial liabilities. All financial instruments are measured at fair value with the exception of the loans and receivables and financial liabilities, which are measured at amortized cost.

Cash, receivables and payables, accruals and provisions are recorded at book value and represent their approximate fair value, as these items will be realized or settled in the short term. The fair value of advanced royalty payments, finance lease obligations, contract payment holdbacks and closure allowance was determined by calculating the discounted cash flows using market interest rates for financial instruments with similar characteristics. The fair value of the advanced royalty payments, the finance lease obligations, the contract payment holdbacks and the closure allowance approximate the book value.

ACCOUNTING POLICIES

The interim consolidated financial statements have been prepared in accordance with the accounting policies adopted in the Corporation’s last annual financial statements for the year ended December 31, 2016. The accounting policies have been applied consistently throughout the Corporation for the purposes of preparation of these interim consolidated financial statements. There are no new accounting policies in effect for annual periods beginning on or after January 1, 2017.

NON-IFRS PERFORMANCE MEASURES

Cash cost per ounce, operating cash flow before changes in non-cash working capital, operating cash flow before changes in non-cash working capital per share, operating cash flow after changes in non-cash working capital per share, net free cash flow, net free cash flow per share, and all-in sustaining costs are non-International Financial Reporting Standards (IFRS) performance measures, and may not be comparable to similar measures presented by other companies. The Corporation believes that, in addition to conventional measures prepared in accordance with IFRS, the Corporation and certain investors use this information to evaluate the Corporation's performance. Accordingly, it 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.

The net free cash flow and net free cash flow per share are comprised of the Corporation’s operating cash flow after changes in non-cash working capital, less investments in property, plant and equipment.

The following table is a reconciliation of operating cash flow to net free cash flow on a consolidated basis:

(in thousands of $, except per share amounts) Quarter ended March 31, 
  2017   2016  
 
Operating cash flow (as per statement of cash flows) 12,539 17,297
Investments in property, plant and equipment 12,000   16,201  
 
Net free cash flow 539 1,096
 
Basic weighted average number of shares outstanding (thousands) 63,064 58,434
 
Net free cash flow per share 0.01   0.02  

 

RICHMONT MINES INC. REPORT TO SHAREHOLDERS Q1 2017 | Page 17

 






“Cash costs” is a common performance measure in the gold mining industry, but does not have any standardized definition. The Corporation reports cash cost per ounce based on ounces sold. Cash costs include mine site operating costs, administration, royalties and by-product credits but are exclusive of depreciation, accretion expense, interest on capital leases, capital expenditures, and exploration and project evaluation costs. (Refer to Table “Reconciliation of cost of sales to cash costs and to all-in sustaining costs per ounce sold for the quarters ended March 31, 2017 and 2016”). At the end of 2016, cash cost per ounce calculation has been revised to include by-product credits and exclude interest on capital leases. Prior quarter cash costs have been restated to reflect these changes and to remain comparable.

All-In Sustaining Costs or “AISC” is an extension of the existing “cash costs” metrics and incorporates costs related to sustaining production. The Corporation believes that, although relevant, the cash costs measure does not capture the sustaining expenditures incurred, and therefore, may not present a complete picture of the Corporation’s operating performance or its ability to generate free cash flows from its operations. AISC includes cost of sales, excluding depreciation, and includes by-product credits, sustaining capital expenditures, sustaining exploration and evaluation costs, corporate general and administrative costs, and environmental rehabilitation accretion and depreciation.

The following table provides a reconciliation of cost of sales to cash costs and to all-in sustaining costs, on a consolidated basis:

RECONCILIATION OF COST OF SALES TO CASH COSTS AND TO ALL-IN SUSTAINING COSTS PER OUNCE SOLD

FOR THE QUARTERS ENDED MARCH 31, 2017 AND 2016

Three months ended March 31, 2017 Island Gold   Beaufor   Corporate   Total RIC  
(in thousands of $, except per ounce amounts)              
Gold sold (ounces) 22,649   5,879   -   28,528  
Cost of sales 22,992   8,799   - 31,791  
Depreciation and depletion (7,746 ) (1,347 ) - (9,093 )
By-product credits (109 ) (14 ) -   (123 )
Cost of sales, net of depreciation expense and by-product credits 15,137   7,438   -   22,575  
Cash costs ($/ounce) 668   1,265   - 791  
Sustaining costs 4,072   1,854   - 5,926  
Corporate general and administration costs -   -   3,569   3,569  
All-in sustaining costs 19,209   9,292   3,569   32,070  
 
All-in sustaining costs ($/ounce) 848   1,580   125   1,124  

 

Three months ended March 31, 2016 Island Gold   Beaufor   Monique   Corporate   Total RIC  
(in thousands of $, except per ounce amounts)                  
Gold sold (ounces) 26,031   5,037   1,171   -   32,239  
Cost of sales 26,371   7,377   1,420   - 35,168  
Depreciation and depletion (8,902 ) (333 ) (33 ) - (9,268 )
By-product credits (92 ) (11 ) (3 ) -   (106 )
Cost of sales, net of depreciation expense and by-product credits 17,377   7,033   1,384   -   25,794  
Cash costs ($/ounce) 667   1,396   1,182   - 800  
Sustaining costs 4,713   1,674   5   25 6,417  
Corporate general and administration costs -   -   -   3,066   3,066  
All-in sustaining costs 22,090   8,707   1,389   3,091   35,277  
 
All-in sustaining costs ($/ounce) 848   1,728   1,186   96   1,094  

 

RICHMONT MINES INC. REPORT TO SHAREHOLDERS Q1 2017 | Page 18

 






RISKS AND UNCERTAINTIES

In the normal course of operations, the mining industry involves exposure to numerous risks that can affect the performance of corporations such as Richmont Mines. A detailed discussion of these risks is given in the annual Management’s Discussion and Analysis, dated February 17, 2017, filed February 21, 2017, and available on the SEDAR website (www.sedar.com).

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING

The Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), are responsible for establishing and maintaining disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”) based on the Internal Control – Integrated Framework (2013) developed by COSO (Committee of Sponsoring Organizations of the Treadway Commission).

The Corporation’s DC&P are designed to provide reasonable assurance that material information relating to the Corporation is made known to the CEO and CFO during the reporting period and the information required to be disclosed by the Corporation under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation. The Corporation’s ICFR is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS, including policies and procedures to ensure that financial records are accurately maintained and fairly reflect the transactions of the Corporation.

The Corporation’s management, under the supervision of, and with the participation of, the CEO and the CFO, has evaluated its DC&P and ICFR and concluded that, as of March 31, 2017, they were designed effectively to provide reasonable assurance regarding required disclosures and the reliability of financial reporting and the preparation of financial statements for external purposes. Due to the inherent limitations associated with any such controls and procedures, management recognizes that, no matter how well designed and operated its DC&P and ICFR controls and procedures can provide only reasonable assurance that the objectives of the Corporation’s DC&P and ICFR will be met, and they may not prevent or detect misstatements on a timely basis.

There have been no material changes to the Corporation’s DC&P or ICFR or in other factors that could affect internal controls during the three month period ended March 31, 2017.

NATIONAL INSTRUMENT 43-101

The geological data in this document have been reviewed by Mr. Daniel Adam, Geo., Ph.D, Vice-President, Exploration, an employee of Richmont Mines Inc., and a qualified person as defined by National Instrument 43-101. Please refer to the SEDAR website (www.sedar.com) for full reports and additional corporate documentation, including the technical report entitled “Technical Report on the Mineral Reserve and Resource Estimate as of December 31, 2016 for the Island Gold Mine” dated March 17, 2017 and effective as of December 31, 2016.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Management’s Discussion and Analysis contains forward-looking statements. These statements relate to future events or the Corporation’s future performance. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “continue”, or the negative of these terms or other comparable terminology. These statements are only predictions. In addition, this Management’s Discussion and Analysis may contain forward-looking statements attributed to third party industry sources. Undue reliance should not be placed on these forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur and may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Important factors that could cause such a difference include, among others things, changes in the prevailing price of gold, the Canadian-United States exchange rate, grade of ore mined and unforeseen difficulties in mining operations that could affect revenue and production costs. Other factors such as uncertainties regarding government regulations could also affect the results. Additional factors are discussed in the section entitled “Risk factors” in the Corporation’s annual management’s discussion and analysis report dated February 17, 2017, filed February 22, 2017, and available on SEDAR (www.sedar.com). Other risks may be detailed in Richmont Mines’ Annual Information Form, Annual Report and periodic reports. Except as may be required by law or regulation, the Corporation undertakes no obligation and disclaims any responsibility to publicly update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise.

CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING RESOURCE ESTIMATES AND CIVIL LIABILITIES AND JUDGMENTS

Resource estimates

The resource estimates in this Management’s Discussion and Analysis were prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) adopted by the Canadian Securities Administrators. The requirements of NI 43-101 differ significantly from the requirements of the United States Securities and Exchange Commission (the “SEC”). In this Management’s Discussion and Analysis, we use the terms “Measured,” “Indicated” and “Inferred” Resources; although these terms are recognized and required to be used in Canada, the SEC does not recognize them. The SEC permits U.S. mining corporations, in their filings with the SEC, to disclose only those mineral deposits that constitute “reserves.” Under United States standards, mineralization may not be classified as a reserve unless the determination has been made that the mineralization could be economically and legally extracted at the time the determination is made. United States investors should not assume that all or any portion of a Measured or Indicated Resource will ever be converted into “reserves.” Furthermore, “Inferred Resources” have a great amount of uncertainty as to their existence and whether they can be mined economically or legally, and United States investors should not assume that “Inferred Resources” exist or can be legally or economically mined, or that they will ever be upgraded to a more certain category.

RICHMONT MINES INC. REPORT TO SHAREHOLDERS Q1 2017 | Page 20

 






Potential unenforceability of civil liabilities and judgments

The Corporation is incorporated under the laws of the Province of Quebec, Canada. All of the Corporation's directors and officers as well as the experts named in the Form 40-F are residents of Canada. Also, all of the Corporation's assets and most of the assets of these persons are located outside of the United States. As a result, it may be difficult for shareholders to initiate a lawsuit within the United States against these non-U.S. residents, or to enforce U.S. judgments against the Corporation or these persons. The Corporation's Canadian counsel has advised the Corporation that a monetary judgment of a U.S. court predicated solely upon the civil liability provisions of U.S. federal securities laws would likely be enforceable in Canada if the U.S. court in which the judgment was obtained had a basis for jurisdiction in the matter that was recognized by a Canadian court for such purposes. This result may not always be the case. It is less certain that an action could be brought in Canada in the first instance on the basis of liability predicated solely upon such laws.

As a “foreign private issuer”, the Corporation is exempt from the Section 14 proxy rules and Section 16 of the U.S. Securities Exchange Act of 1934 and this may result in shareholders having less complete and timely data.

The submission of proxy and annual meeting of shareholder information (prepared to Canadian standards) on Form 6-K may result in shareholders having less complete and timely data. The exemption from Section 16 rules regarding sales of common shares by insiders may result in shareholders having less data in this regard.

Compliance with Canadian Securities Regulations

This quarterly report is intended to comply with the requirements of the Toronto Stock Exchange and applicable Canadian securities legislation, which differ in certain respects from the rules and regulations promulgated under the United States Securities Exchange Act of 1934, as amended (“Exchange Act”), as promulgated by the SEC.

U.S. investors are urged to consider the disclosure in our annual report on Form 40-F, File No. 001-14598, as filed with the SEC under the Exchange Act, which may be obtained from us (without cost) or from the SEC’s website: http://sec.gov/edgar.shtml.

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CONSOLIDATED FINANCIAL STATEMENTS
(All dollar figures are in thousands of Canadian dollars, unless otherwise stated)

CONTENTS  
 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 24
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 25
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 26
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 27
CONSOLIDATED STATEMENTS OF CASH FLOWS 28
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 29

 

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands of Canadian dollars)

(Unaudited) Three months ended
  March 31,   March 31,  
  2017   2016  
  $   $  
 
OPERATIONS        

Revenues

46,462   52,634  

Cost of sales (note 2)

31,791   35,168  
 
GROSS PROFIT 14,671   17,466  
 
OTHER EXPENSES (REVENUES)        

Exploration and project evaluation (note 3)

4,389   3,888  

Administration (note 4)

3,569   3,066  

Loss on disposal of long-term assets

87   5  

Other expenses

546   1,024  

Other revenues

(400 ) (1,112 )
 
  8,191   6,871  
 

OPERATING EARNINGS

6,480   10,595  

Financial expenses (note 6)

145   147  

Financial revenues (note 7)

(164 ) (128 )

 

EARNINGS BEFORE MINING AND INCOME TAXES

6,499   10,576  

 

MINING AND INCOME TAXES

1,027   2,068  
 

NET EARNINGS AND TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

5,472   8,508  

 

EARNINGS PER SHARE

       

Basic

0.09   0.15  

Diluted

0.08   0.14  
 

BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (in thousands)

63,064   58,434  
 

DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (in thousands)

64,723   59,927  
 
The accompanying notes are an integral part of the interim consolidated financial statements.

 

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(In thousands of Canadian dollars)

(Unaudited) Share   Contributed       Total  
  capital surplus   Deficit   equity
  $   $   $   $  
 

BALANCE AT DECEMBER 31, 2016

217,837 14,283   (29,665 ) 202,455
 

Issue of common shares

           

Exchange of restricted share units

548 (548 ) -   -

Exercise of share options

589 (192 ) -   397
 

Share-based compensation

-   605   -   605  
 

Transactions with Richmont Mines shareholders

1,137   (135 ) -   1,002  

 

Net earnings and total comprehensive income for the period

-   -   5,472   5,472  

 

BALANCE AT MARCH 31, 2017 218,974   14,148   (24,193 ) 208,929  
 
The accompanying notes are an integral part of the interim consolidated financial statements.

 

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(In thousands of Canadian dollars)

(Unaudited) Share   Contributed       Total  
  capital surplus   Deficit   equity
  $   $   $   $  
 
BALANCE AT DECEMBER 31, 2015 181,712 14,022   (42,132 ) 153,602
 

Issue of common shares

           

Exchange of restricted share units

172 (172 ) -   -

Exercise of share options

1,137 (373 ) -   764

 

Share-based compensation

-   391   -   391  

 

Transactions with Richmont Mines shareholders

1,309   (154 ) -   1,155  

 

Net earnings and total comprehensive income for the period

-   -   8,508   8,508  

 

BALANCE AT MARCH 31, 2016

183,021   13,868   (33,624 ) 163,265  

 

The accompanying notes are an integral part of the interim consolidated financial statements.

 

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CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(In thousands of Canadian dollars)

  March 31,   December 31,  
  2017   2016  
  $   $  
  (Unaudited)   (Audited)  
 
ASSETS        
 
CURRENT ASSETS        

Cash

75,210   75,113  

Receivables

4,722   4,105  

Exploration tax credits receivable

222   168  

Inventories (note 8)

11,128   10,019  
 
  91,282   89,405  
 
RESTRICTED DEPOSITS (note 11 a) 838   838  
 
PROPERTY, PLANT AND EQUIPMENT (note 9) 161,175   159,127  
 
DEFERRED INCOME AND MINING TAX ASSETS 2,774   3,123  
 
TOTAL ASSETS 256,069   252,493  
 
LIABILITIES        
 
CURRENT LIABILITIES        

Payables, accruals and provisions

18,256   21,411  

Income and mining taxes payable

1,527   339  

Current portion of long-term debt (note 10)

4,054   5,961  

Current portion of asset retirement obligations (note 11 b)

129   130  

Deferred Share Units payable (note 5 c)

1,051   549  
 
  25,017   28,390  
 
LONG-TERM DEBT (note 10) 6,319   6,513  
 
ASSET RETIREMENT OBLIGATIONS (note 11 b) 10,067   10,038  
 
DEFERRED INCOME AND MINING TAX LIABILITIES 5,737   5,097  
 
TOTAL LIABILITIES 47,140   50,038  
 
EQUITY        

Share capital (note 12)

218,974   217,837  

Contributed surplus

14,148   14,283  

Deficit

(24,193 ) (29,665 )
 
TOTAL EQUITY 208,929   202,455  
 
TOTAL LIABILITIES AND EQUITY 256,069   252,493  
 
The accompanying notes are an integral part of the interim consolidated financial statements.

 

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CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of Canadian dollars)

(Unaudited) Three months ended
  March 31,   March 31,  
  2017   2016  
  $   $  
 
OPERATING ACTIVITIES        

Net earnings for the period

5,472   8,508  

Adjustments for:

       

Depreciation and depletion

9,245   9,390  

Income and mining taxes received

1,150   -  

Interest revenues

(164 ) (128 )

Interest on finance lease obligations

102   80  

Share-based compensation

1,195   1,283  

Share-based compensation settled in cash

(1,750 ) -  

Accretion expense – asset retirement obligations

29   17  

Loss on disposal of long-term assets

87   5  

Mining and income taxes

1,027   2,068  
 
  16,393   21,223  
 

Net change in non-cash working capital items (note 13)

(3,854 ) (3,926 )
 
Cash flows from operating activities 12,539   17,297  
 
INVESTING ACTIVITIES        

Interest received

161   130  

Property, plant and equipment – Island Gold Mine

(10,388 ) (14,456 )

Property, plant and equipment – Beaufor Mine

(1,437 ) (1,278 )

Property, plant and equipment – Other

(175 ) (467 )

Disposition of property, plant and equipment

34   -  
 
Cash flows used in investing activities (11,805 ) (16,071 )
 
FINANCING ACTIVITIES        

Payment of royalty payments payable

-   (1,000 )

Payments of asset retirement obligations

(1 ) (3 )

Issue of common shares

397   764  

Interest paid

(104 ) (73 )

Payments of finance lease obligations

(929 ) (750 )
 
Cash flows used in financing activities (637 ) (1,062 )
 
Net change in cash 97   164  
 
Cash, beginning of period 75,113   61,028  
 
Cash, end of period 75,210   61,192  
 
The accompanying notes are an integral part of the interim consolidated financial statements.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three-month periods ended March 31, 2017 and 2016 (in thousands of Canadian dollars) (Unaudited)

1. General information and compliance with IFRS

Richmont Mines Inc. (“the Corporation”) is incorporated under the Business Corporations Act (Quebec) and is engaged in mining, exploration and development of mining properties, principally gold.

These interim consolidated financial statements have been prepared by the Corporation’s management in accordance with International Financial Reporting Standards (“IFRS”), as established by the International Accounting Standards Board and in accordance with IAS 34 “Interim Financial Reporting”. They do not include all the information required in annual consolidated financial statements in accordance with IFRS. These interim consolidated financial statements must be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2016.

The preparation of interim consolidated financial statements in accordance with IAS 34 requires the use of certain critical accounting estimates. It also requires management to exercise judgment when applying the Corporation’s accounting policies.

2. Cost of sales

The cost of sales includes the following items:

  Three months ended
  March 31, March 31,
  2017 2016
  $   $  
 
Operating costs 21,859 24,711
Royalties 839 1,189
Depreciation and depletion 9,093   9,268  
 
  31,791   35,168  

 

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3. Exploration and project evaluation

The exploration and project evaluation expenses were incurred for the following mines and properties:

  Three months ended
  March 31,   March 31,  
  2017   2016  
  $   $  

 

Island Gold Mine

3,762   3,770  

Beaufor Mine

315   492  

Wasamac property

148   43  

Other properties

8   3  

Project evaluation

200   200  

 

Exploration and project evaluation before depreciation and exploration tax credits

4,433   4,508  

 

Depreciation

10   9  

Exploration tax credits, including adjustments

(54 ) (629 )
 
  4,389   3,888  

 

4. Administration

The administration expenses include the following items:

  Three months ended
  March 31, March 31,
  2017 2016
  $   $  
 
Salaries, directors’ fees and related benefits 1,129 843
Share-based compensation 1,106 1,227
Consultants and professional fees 496 401
Depreciation 41 58
Miscellaneous 797   537  
 
  3,569   3,066  

 

5. Share-based compensation

 

a) Share option plans

In effect since May 2012, the Corporation’s long-term incentive plan permits the granting of options, restricted share units (“RSUs”), share appreciation rights (“SARs”) and retention awards (“Retention Awards”) to directors, officers, other employees, consultants and others providing ongoing services to the Corporation.

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The policy of the Corporation is to set the exercise price of each option granted at the market price at closing of the Corporation’s stock on the Toronto Stock Exchange, on the day prior to the day of grant. Vesting is set at one third one year after the grant date, one third on the second anniversary of the grant date, and one third on the third anniversary of the grant date, with expiry of the option five years after the date of grant. Prior to 2015, options vested as above or in tranches of 20% beginning one year after the grant date, thereafter vesting cumulatively on every anniversary date over a period of four years, and expiring six years after the date of grant; or options that vested 20% on the grant date and vested cumulatively thereafter on every anniversary date over a period of four years, and expiring five years after the date of grant; or options that vested on August 8, 2016 and expiring five years after the date of grant; or options that vested 100% on the grant date and expiring five years after the date of grant.

A summary of the status of options outstanding under the Corporation’s plan at March 31, 2017 and 2016, and changes during the three-month periods then ended, is presented below:

  Three months ended Three months ended
  March 31, 2017 March 31, 2016
      Weighted     Weighted
  Number of   average Number of   average
  options   exercise price options   exercise price
  (in thousands)   $   (in thousands)   $  
 
Options outstanding, beginning of the period 1,835   4.78 2,140   3.61
Granted 297   10.24 220   6.09
Exercised (72 ) 3.82 (265 ) 2.67
Forfeited (8 ) 2.34   (26 ) 2.34  
 
Options outstanding, end of period 2,052   5.61   2,069   3.98  
 
Exercisable options, end of period 908   4.33   655   4.18  

The following table summarizes information about the options issued under the Corporation’s plan at March 31, 2017:

  Options outstanding at Exercisable options at
  March 31, 2017 March 31, 2017
    Weighted     
    average Weighted   Weighted   
Exercise Number of remaining average Number of average   
price options contractual life exercise price options exercise price   
  (in thousands)   (years)   $   (in thousands)   $   
        
$1.08 to $1.29 206 1.7 1.14 145 1.16   
$2.19 to $2.34 36 2.4 2.29 4 2.19   
$2.51 to $3.31 168 2.6 3.11 101 2.99   
$3.73 to $4.20 623 2.8 3.88 313 3.89   
$6.09 to $6.57 562 2.2 6.39 345 6.48   
$8.79 to $10.37 457   4.7   10.21   -   -   
         
  2,052   2.9   5.61   908   4.33   

 

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During the three-month period ended March 31, 2017, the Corporation granted 297,000 share options to officers (220,000 to a director and an officer for the three-month period ended March 31, 2016). The weighted average fair value of these share options at the grant date, calculated using the Black-Scholes option pricing model was $4.55 ($2.62 for the three-month period ended March 31, 2016).

b) Restricted share units

The Corporation’s plan permits the granting of RSUs. Upon vesting, each RSU is exchanged for one common share of the Corporation. The fair value of each RSU is equal to the fair value of one common share of the Corporation at the date of grant. The fair value is amortized over the vesting period of three years. Two types of RSUs are issued: (1) RSUs that vest in thirds one year after the grant date, then vest cumulatively thereafter on every anniversary date over a total period of three years, (2) RSUs that fully vest at the earliest of three years after the grant date or upon the Director leaving the Board.

A summary of the status of RSUs outstanding under the Corporation’s plan at March 31, 2017 and 2016, and changes during the three-month periods then ended, is presented below:

  Number of restricted
  share units
  (in thousands)
  Three months ended
  March 31,   March 31,  
  2017   2016  
 
Restricted share units outstanding, beginning of the period 338   193  
Granted 154   265  
Released for common shares (87 ) (45 )
Forfeited -   (3 )
 
Restricted share units outstanding, end of period 405   410  

During the three-month period ended March 31, 2017, the Corporation granted 154,018 RSUs to officers and employees at an average fair value of $10.87 (265,180 in the comparable period of 2016 at an average fair value of $6.32).

c) Deferred share units

In May 2015, the Corporation established a deferred share unit (DSU) plan for directors. The value of an outstanding DSU, on any particular date, is equal to the market value of a common share of the Corporation at such date. DSUs are granted to directors and must be retained until the director leaves the Corporation’s Board of Directors (Board), at which time, the Board elects one or any combination of the following payment methods: (a) issuing common shares from treasury, (b) purchase shares on the market or (c) paying cash. If the Board does not elect for the payment method, the obligation is automatically settled in cash.

DSU’s are initially measured on the grant date at fair value and recognized as an obligation. The obligation is remeasured to fair value at each reporting date up to and including the settlement date, with changes in fair value recognized in the consolidated income statement. The Corporation values the obligation based on the market price at closing of the Corporation’s stock on the Toronto Stock Exchange.

In the three-month period ended March 31, 2017, the Corporation granted 48,437 DSUs to directors (110,000 in the comparable period of 2016), and recorded a compensation expense of $502 ($805 in 2016). As at March 31, 2017, 111,437 DSUs were outstanding (63,000 as at December 31, 2016) for which the compensation liability was $1,051 ($549 as at December 31, 2016).

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d) Retention awards

In March 2012, the Corporation signed agreements with several employees considered as key personnel. These agreements incorporate a retention payment (“Retention Awards”) provided certain conditions are met by the employee, most notably that the employee continues his or her employment with the Corporation until March 2017. These retention payments have been paid in March 2017 in the amount of $1,750 and the cost recorded in 2017 is $58 ($86 in the comparable period of 2016).

e) Options outside the Corporation’s plan

In addition, 800,000 inducement options were granted on October 16, 2014 to the incoming CEO. In compliance with TSX rules, these are considered outside of the Corporation’s plan. These options vested in thirds on December 1st, 2015, and thereafter on December 1st 2016 and 2017, and expire five years after the date of grant. These options have an exercise price of $2.46. During the three-month period ended March 31, 2017, 50,000 were exercised (none in the comparable period of 2016). As at March 31, 2017, 725,000 options are outstanding and 458,333 are exercisable (266,666 on March 31, 2016).

6. Financial expenses

The financial expenses consist of the following items:

  Three months ended
  March 31, March 31,
  2017 2016
  $   $  
 
Interests on finance lease obligations 102 80
Accretion expense – asset retirement obligations 29 17
Foreign exchange loss 14   50  
 
  145   147  

 

7. Financial revenues

The financial revenues consist of the following item:

   Three months ended
  March 31, March 31,
  2017 2016
  $   $  
 
Interest on cash 164   128  

 

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8. Inventories

The inventories include the following items:

  March 31,   December 31,  
  2017 2016
  $   $  
    (Audited)
 
Precious metals 550   260
Ore 5,268 4,492
Supplies 5,310   5,267  
 
  11,128   10,019  

During the three-month period ended March 31, 2017, there was no write-down of inventories ($157 in the comparable period of 2016).

9. Property, plant and equipment

The property, plant and equipment includes the following items:

  Mining sites in production Corporate office and others Total
  Mining properties Development costs Buildings and refining equipment   Equipment   Total   Lands, buildings and leasehold improvements Equipment and mobile equipment Total    
  $   $   $   $   $   $   $   $   $  
Gross carrying amount                          
         
Balance at January 1, 2017 5,411 180,807 36,797   74,482   297,497   1,705 690 2,395 299,892  
         
Additions - 8,376 481   2,557   11,414   - - - 11,414  
         
Disposals and write-off - - (299 ) (35 ) (334 ) - - - (334 )
                                          
         
Balance at March 31, 2017 5,411   189,183   36,979   77,004   308,577   1,705   690   2,395   310,972  
         
Depreciation and depletion                          
         
Balance at January 1, 2017 2,467 87,727 16,110   33,209   139,513   675 577 1,252 140,765  
         
Depreciation and depletion 130 5,296 1,287   2,483   9,196   27 22 49 9,245  
         
Disposals and write-off - - (193 ) (20 ) (213 ) - - - (213 )
                                          
         
Balance at March 31, 2017 2,597   93,023   17,204   35,672   148,496   702   599   1,301   149,797  
         
Carrying amount at March 31, 2017 2,814   96,160   19,775   41,332   160,081   1,003   91   1,094   161,175  

 

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10. Long-term debt

Long-term debt includes the following financial liabilities:

  March 31,   December 31,  
  2017 2016
  $   $   
    (Audited)
 
Finance lease obligations 8,524 8,683
Contract payment holdbacks 1,250 1,500
Closure allowance 599 599
Long-term share-based compensation (note 5 d) -   1,692  
 
  10,373 12,474
 
Current portion 4,054   5,961  
 
  6,319   6,513  

During the three-month period ended on March 31, 2017, the Corporation acquired mobile equipment at a cost of $770 via a financial lease agreement. At the end of this contract, the Corporation benefits from an option of a lower purchase price. For this contract, minimum lease payments amount to $185 for the remainder of 2017, $247 for 2018 and 2019, and $41 for 2020.

11. Asset retirement obligations

The Corporation’s production and exploration activities are subject to various federal and provincial laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. The Corporation conducts its operations so as to protect public health and the environment. The Corporation has recorded the asset retirement obligations of its mining sites on the basis of management’s best estimates of future costs, based on information available on the reporting date. Best estimates of future costs are the amount the Corporation would reasonably pay to settle its obligation on the closing date. Future costs are discounted using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the liability. Such estimates are subject to change based on modifications to laws and regulations or as new information becomes available.

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a) Restricted deposits and letters of credit

As at March 31, 2017, the Corporation has $117 in restricted deposits with the Quebec government, $721 in restricted deposits with the Ontario government and a credit facility is available to the Corporation up to an amount of $6,100 for the issuance of letters of credit as guarantees for the settlement of asset retirement obligations. The credit facility has a fixed annual fee of 0.95% (0.95% in 2016). The following table provides the allocation of restricted deposits and letters of credit issued as at March 31, 2017 and December 31, 2016:

  March 31,   December 31,  
  2017 2016
  $   $  
    (Audited)
 
Restricted deposits    

Island Gold Mine (Island Gold Deep and Lochalsh property)

721 721

Beaufor Mine

107 107

Other

10   10  
  838   838  
Letters of credit1    

Camflo Mill

3,339 3,339

Island Gold Mine (Kremzar property)

979 979

Monique Mine

948 -

Beaufor Mine

793   793  
  6,059   5,111  
1 Letters of credit are secured by a first rank movable mortgage for a maximum amount of $6,785, guaranteed by equipment which has a net carrying value of $30,570 as at March 31, 2017 ($30,736 as at December 31, 2016).

 

b) Distribution of the asset retirement obligations

The following table sets forth the distribution of the asset retirement obligations as at March 31, 2017 and December 31, 2016:

  March 31,   December 31,   
  2017 2016
  $   $  
    (Audited)
 
Camflo Mill 4,146 4,137
Island Gold Mine 2,981 2,969
Monique Mine 1,679 1,676
Beaufor Mine 1,340 1,336
Francoeur Mine 50   50  
 
  10,196 10,168
 
Current portion 129   130  
 
  10,067   10,038  

 

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12. Share capital

Authorized: Unlimited number of common shares with no par value

  Three months ended
  March 31, 2017
  Number  
  of shares Amount
  (thousands)   $  
 
Issued and paid: Common shares    
 
Balance, beginning of period 63,030 217,837
Issue of common shares for cash:    

Exercise of share options

122 589
Shares issued in exchange of restricted share units 87   548  
 
Balance, end of period 63,239   218,974  

Issue of shares

During the three-month period ended on March 31, 2017, the Corporation issued 121,867 common shares following the exercise of stock options (264,852 during the three-month period ended on March 31, 2016) and received cash proceeds in the amount of $397 ($764 in the comparable period of 2016). Contributed surplus was reduced by $192 which represents the recorded fair value of the exercised stock options ($373 in the comparable period of 2016).

During the three-month period ended on March 31, 2017, the Corporation issued 87,548 common shares following the vesting of restricted share units (45,731 in the comparable period of 2016). Contributed surplus was reduced by $548 which represents the recorded fair value of the restricted share units ($172 in the comparable period of 2016).

13. Consolidated statements of cash flows

 

  Three months ended
  March 31,   March 31,  
  2017   2016  
  $   $  
 
Net change in non-cash working capital items        

 

Receivables

(614 ) (749 )

Exploration tax credits receivable

(54 ) (629 )

Inventories

(1,109 ) 2,012  

Payables, accruals and provisions

(2,077 ) (4,560 )
 
  (3,854 ) (3,926 )
 
Supplemental information        

Change in payables, accruals and provisions related to property, plant and equipment

(1,106 ) (4,102 )

 

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14. Segmented information

The Corporation operates gold mines at different sites in Quebec and Ontario. These operating sites are managed separately given their different locations. The Corporation assesses the performance of each segment based on earnings before taxes. Accounting policies for each segment are the same as those used for the preparation of the consolidated financial statements.

There was no difference in 2017 compared to annual financial statements of 2016 on the basis of segmentation or the basis of evaluation of segmented results.

  Three months ended March 31, 2017
Segmented information             Exploration,      
concerning the consolidated         Total   corporate      
statement of comprehensive income Quebec   Ontario   segments   and others   Total  
  $   $   $   $   $  
 

Revenues

9,567   36,895   46,462   -   46,462  

Cost of sales

8,799   22,992   31,791   -   31,791  
 

Gross profit

768   13,903   14,671   -   14,671  
 

Exploration and project evaluation

315   3,762   4,077   312   4,389  

Administration

-   -   -   3,569   3,569  

Loss on disposal of long-term assets

6   81   87   -   87  

Other expenses

546   -   546   -   546  

Other revenues

(395 ) (5 ) (400 ) -   (400 )
 
  472   3,838   4,310   3,881   8,191  
 

Operating earnings (loss)

296   10,065   10,361   (3,881 ) 6,480  

 

Financial expenses

13   114   127   18   145  

Financial revenues

-   -   -   (164 ) (164 )
 

Earnings (loss) before taxes

283   9,951   10,234   (3,735 ) 6,499  
 
Addition to property, plant and equipment 1,612   10,388   12,000   -   12,000  
 
  March 31, 2017
Segmented information             Exploration,      
concerning the consolidated         Total   corporate      
statement of financial Quebec   Ontario   segments   and others   Total  
position $   $   $   $   $  
 
Current assets 7,842   14,657   22,499   68,783   91,282  
Restricted deposits 107   721   828   10   838  
Property, plant and equipment 11,485   148,213   159,698   1,477   161,175  
Deferred income and mining tax assets -   -   -   2,774   2,774  
 
Total assets 19,434   163,591   183,025   73,044   256,069  
 
Current liabilities 5,314   15,485   20,799   4,218   25,017  
Long-term debt 1,049   4,270   5,319   1,000   6,319  
Asset retirement obligations 5,486   2,981   8,467   1,600   10,067  
Deferred income and mining tax liabilities -   -   -   5,737   5,737  
 
Total liabilities 11,849   22,736   34,585   12,555   47,140  

 

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  Three months ended March 31, 2016
Segmented information             Exploration,      
concerning the consolidated         Total   corporate      
statement of comprehensive income Quebec   Ontario   segments   and others   Total  
  $   $   $   $   $  
 

Revenues

10,165   42,469   52,634   -   52,634  

Cost of sales

8,797   26,371   35,168   -   35,168  
 

Gross profit

1,368   16,098   17,466   -   17,466  

 

Exploration and project evaluation

498   3,770   4,268   (380 ) 3,888  

Administration

-   -   -   3,066   3,066  

Loss on disposal of long-term assets

-   5   5   -   5  

Other expenses

1,024   -   1,024   -   1,024  

Other revenues

(1,111 ) (1 ) (1,112 ) -   (1,112 )
 
  411   3,774   4,185   2,686   6,871  

 

Operating earnings (loss)

957   12,324   13,281   (2,686 ) 10,595  

 

Financial expenses

11   86   97   50   147  

Financial revenues

-   -   -   (128 ) (128 )

 

Earnings (loss) before taxes

946   12,238   13,184   (2,608 ) 10,576  

 

Addition to property, plant and equipment

1,720   14,456   16,176   25   16,201  

 

  December 31, 2016
Segmented information             Exploration,      
concerning the consolidated         Total   corporate      
statement of financial Quebec   Ontario   segments   and others   Total  
position $   $   $   $   $  

 

Current assets

4,707   20,862   25,569   63,836   89,405  

Restricted deposits

107   721   828   10   838  

Property, plant and equipment

10,696   146,903   157,599   1,528   159,127  

Deferred income and mining tax assets

-   -   -   3,123   3,123  

 

Total assets

15,510   168,486   183,996   68,497   252,493  

 

Current liabilities

4,614   17,034   21,648   6,742   28,390  

Long-term debt

1,599   4,914   6,513   -   6,513  

Asset retirement obligations

7,069   2,969   10,038   -   10,038  

Deferred income and mining tax liabilities

-   -   -   5,097   5,097  

 

Total liabilities

13,282   24,917   38,199   11,839   50,038  

 

15. Approval of Financial Statements

The interim consolidated financial statements for the period ending March 31, 2017 were approved for publication by the Board of Directors on May 3, 2017.

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