UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2019
Commission File Number: 001-35404
EMX ROYALTY CORPORATION
(Translation of registrants name into English)
Suite 704 595 Howe Street
Vancouver,
British Columbia V6C 2T5
Canada
(Address of principal
executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
[X] Form 20-F [ ] Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
SUBMITTED HEREWITH
Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
EMX ROYALTY CORPORATION |
||
(Registrant) | ||
Date: November 14, 2019 | By: | /s/ Christina Cepeliauskas |
Name: | Christina Cepeliauskas |
|
Title: | Chief Financial Officer |
EMX ROYALTY CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
September 30, 2019
NOTICE TO READER
The accompanying unaudited condensed consolidated interim financial statements of EMX Royalty Corporation for the three and nine months ended September 30, 2019 have been prepared by management and approved by the Audit Committee and the Board of Directors of the Company. These condensed consolidated interim financial statements have not been reviewed by the Companys external auditors.
EMX ROYALTY CORPORATION |
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION |
(Unaudited - Expressed in Thousands of Canadian Dollars) |
ASSETS | September 30, 2019 | December 31, 2018 | ||||
Current | ||||||
Cash and cash equivalents | $ | 74,089 | $ | 86,175 | ||
Restricted cash (Note 3) | 4,173 | - | ||||
Investments (Note 4) | 3,831 | 1,536 | ||||
Trade and settlement receivables, and other assets (Note 5) | 4,272 | 7,506 | ||||
Prepaid expenses | 112 | 32 | ||||
Total current assets | 86,477 | 95,249 | ||||
Non-current | ||||||
Restricted cash (Note 3) | 191 | 619 | ||||
Property and equipment (Note 6) | 644 | 466 | ||||
Note receivable (Note 7) | 514 | 478 | ||||
Strategic investments (Note 4) | 49 | 33 | ||||
Exploration and evaluation assets (Note 10) | 1,480 | 1,613 | ||||
Royalty interest (Note 11) | 13,760 | 14,346 | ||||
Reclamation bonds (Note 12) | 431 | 444 | ||||
Deferred income tax asset | 1,747 | 1,604 | ||||
Total non-current assets | 18,816 | 19,603 | ||||
TOTAL ASSETS | $ | 105,293 | $ | 114,852 | ||
LIABILITIES | ||||||
Current | ||||||
Accounts payable and accrued liabilities | $ | 909 | $ | 5,731 | ||
Advances from joint venture partners (Note 14) | 4,290 | 616 | ||||
TOTAL LIABILITIES | 5,199 | 6,347 | ||||
SHAREHOLDERS' EQUITY | ||||||
Capital stock (Note 15) | 128,330 | 125,231 | ||||
Reserves | 25,208 | 24,798 | ||||
Deficit | (53,444 | ) | (41,524 | ) | ||
TOTAL SHAREHOLDERS' EQUITY | 100,094 | 108,505 | ||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 105,293 | $ | 114,852 |
Nature of operations and going concern (Note 1)
Event subsequent to the reporting date (Note 20)
Approved on behalf of the Board of Directors on November 7, 2019
Signed: "David M Cole" | Director | Signed: "Larry Okada" | Director |
The accompanying notes are an integral part of these consolidated financial statements.
Page 1
EMX ROYALTY CORPORATION |
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS |
(Unaudited - Expressed in Thousands of Canadian Dollars, Except Per Share Amounts) |
Three months ended | Nine months ended | |||||||||||
September 30, 2019 | September 30, 2018 | September 30, 2019 | September 30, 2018 | |||||||||
REVENUE AND OTHER INCOME (Note 9) | $ | 1,212 | $ | 756 | $ | 3,701 | $ | 2,267 | ||||
COSTS AND EXPENSES | ||||||||||||
General and administrative (Note 9) | 1,242 | 820 | 3,567 | 2,271 | ||||||||
Project and royalty generation costs, net | 1,924 | 2,615 | 7,228 | 5,199 | ||||||||
Depletion, depreciation, and direct royalty taxes | 226 | 589 | 787 | 1,453 | ||||||||
Share-based payments (Note 15) | 114 | 807 | 1,022 | 812 | ||||||||
3,506 | 4,831 | 12,604 | 9,735 | |||||||||
Loss from operations | (2,294 | ) | (4,075 | ) | (8,903 | ) | (7,468 | ) | ||||
Change in fair value of fair value throught profit | ||||||||||||
or loss assets (Note 4) | (942 | ) | (513 | ) | (636 | ) | (1,598 | ) | ||||
Equity loss in associated entity | - | (322 | ) | - | (1,472 | ) | ||||||
Foreign exchange (loss) gain | 845 | (55 | ) | (2,462 | ) | 52 | ||||||
Interest and other finance charges | - | (263 | ) | - | (502 | ) | ||||||
Writedown of goodwill (Note 13) | - | (466 | ) | - | (911 | ) | ||||||
Loss before income taxes | (2,391 | ) | (5,694 | ) | (12,001 | ) | (11,899 | ) | ||||
Deferred income tax (expense) recovery | - | 407 | 81 | 990 | ||||||||
Loss for the period | $ | (2,391 | ) | $ | (5,287 | ) | $ | (11,920 | ) | $ | (10,909 | ) |
Basic and diluted loss per share | $ | (0.03 | ) | $ | (0.07 | ) | $ | (0.15 | ) | $ | (0.14 | ) |
Weighted average no. of shares outstanding - basic and diluted | 82,240,493 | 79,926,066 | 81,583,979 | 79,784,530 |
The accompanying notes are an integral part of these consolidated financial statements.
Page 2
EMX ROYALTY CORPORATION |
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS |
(Unaudited - Expressed in Thousands of Canadian Dollars) |
Three months ended | Nine months ended | |||||||||||
September 30, 2019 | September 30, 2018 | September 30, 2019 | September 30, 2018 | |||||||||
Loss for the period | $ | (2,391 | ) | $ | (5,287 | ) | $ | (11,920 | ) | $ | (10,909 | ) |
Other comprehensive loss | ||||||||||||
Change in fair value of available-for-sale investments | (16 | ) | (16 | ) | 16 | (49 | ) | |||||
Currency translation adjustment | 129 | (325 | ) | (343 | ) | 516 | ||||||
Comprehensive loss for the period | $ | (2,278 | ) | $ | (5,628 | ) | $ | (12,247 | ) | $ | (10,442 | ) |
The accompanying notes are an integral part of these consolidated financial statements.
Page 3
EMX ROYALTY CORPORATION |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
(Unaudited - Expressed in Thousands of Canadian Dollars) |
Nine Months Ended | ||||||
September 30, 2019 | September 30, 2018 | |||||
Cash flows from operating activities | ||||||
Income (loss) for the period | $ | (11,920 | ) | $ | (10,909 | ) |
Items not affecting operating activities: | ||||||
Interest income received | (1,027 | ) | (2 | ) | ||
Unrealized foreign exchange effect on cash and cash equivalents | 2,570 | 110 | ||||
Items not affecting cash: | ||||||
Change in fair value of fair value throught profit or loss assets | 636 | 1,384 | ||||
Share - based payments | 2,017 | 1,570 | ||||
Deferred income tax recovery | (81 | ) | (990 | ) | ||
Depreciation | 14 | 10 | ||||
Depletion | 747 | 1,377 | ||||
Accretion interest on receivable | (85 | ) | (231 | ) | ||
Interest on notes payable | - | 104 | ||||
Derivative loss on accounts receivable | (84 | ) | 214 | |||
Writedown of goodwill | - | 911 | ||||
Realized (gain) loss on sale of investments | - | 217 | ||||
Equity loss in associated companies | - | 1,472 | ||||
Gain on acquistion and sale of exploration and evaluation assets | (289 | ) | (397 | ) | ||
Option payments - shares received | (150 | ) | - | |||
Unrealized foreign exchange (gain) loss | (5 | ) | 37 | |||
(7,657 | ) | (5,123 | ) | |||
Changes in non-cash working capital items (Note 19) | (1,570 | ) | 733 | |||
Total cash used in operating activities | (9,227 | ) | (4,390 | ) | ||
Cash flows from investing activities | ||||||
Option payments received | 133 | 131 | ||||
Interest received on cash and cash equivalents | 991 | 2 | ||||
Acquisition of royalty interests | (560 | ) | - | |||
Purchase fair value through profit and loss investments | (2,493 | ) | - | |||
Proceeds from sale of fair value through profit and loss investments | - | 1,085 | ||||
Investments in associated entity | - | (1,782 | ) | |||
Restricted cash | - | (188 | ) | |||
Purchase and sale of property and equipment, net | (192 | ) | (22 | ) | ||
Reclamation bonds | 13 | 96 | ||||
Total cash provided by (used in) investing activities | (2,108 | ) | (678 | ) | ||
Cash flows from financing activities | ||||||
Proceeds from credit facility, net | - | 6,298 | ||||
Proceeds from exercise of options | 1,819 | 86 | ||||
Total cash provided by (used in) financing activities | 1,819 | 6,384 | ||||
Effect of exchange rate changes on cash and cash equivalents | (2,570 | ) | (110 | ) | ||
Change in cash and cash equivalents | (12,086 | ) | 1,206 | |||
Cash and cash equivalents, beginning | 86,175 | 3,534 | ||||
Cash and cash equivalents, ending | $ | 74,089 | $ | 4,740 |
Supplemental disclosure with respect to cash flows (Note 19)
The accompanying notes are an integral part of these consolidated financial statements.
Page 4
EMX ROYALTY CORPORATION |
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY |
(Unaudited - Expressed in Thousands of Canadian Dollars, Except Per Share Amounts) |
Reserves | |||||||||||||||||||||
Accumulated other | |||||||||||||||||||||
Number of common | Commitment to issue | Share-based | comprehensive gain | ||||||||||||||||||
shares | Capital stock | shares | payments | (loss) | Deficit | Total | |||||||||||||||
Balance as at December 31, 2018 | 80,525,055 | $ | 125,231 | $ | - | $ | 15,145 | $ | 9,653 | $ | (41,524 | ) | $ | 108,505 | |||||||
Shares issued for exercise of stock options | 1,555,300 | 1,819 | - | - | - | - | 1,819 | ||||||||||||||
Share-based payments | 239,405 | 407 | - | 1,610 | - | - | 2,017 | ||||||||||||||
Reclass of reserves for exercise of options | - | 873 | - | (873 | ) | - | - | - | |||||||||||||
Foreign currency translation adjustment | - | - | - | - | (343 | ) | - | (343 | ) | ||||||||||||
Change in fair value of financial instruments | - | - | - | - | 16 | - | 16 | ||||||||||||||
Loss for the period | - | - | - | - | - | (11,920 | ) | (11,920 | ) | ||||||||||||
Balance as at September 30, 2019 | 82,319,760 | $ | 128,330 | $ | - | $ | 15,882 | $ | 9,326 | $ | (53,444 | ) | $ | 100,094 |
Reserves | |||||||||||||||||||||
Accumulated other | |||||||||||||||||||||
Number of common | Commitment to issue | Share-based | comprehensive gain | ||||||||||||||||||
shares | Capital stock | shares | payments | (loss) | Deficit | Total | |||||||||||||||
Balance as at December 31, 2017 | 79,725,187 | $ | 124,062 | $ | 24 | $ | 13,434 | $ | 9,234 | $ | (104,383 | ) | $ | 42,372 | |||||||
Adoption of IFRS 9 | - | - | - | - | (741 | ) | 741 | - | |||||||||||||
Shares issued pursuant to a loan agreement | 381,321 | 602 | - | - | - | - | 602 | ||||||||||||||
Share-based payments | 226,047 | 290 | (24 | ) | 1,321 | - | - | 1,587 | |||||||||||||
Shares issued for exercise of stock options | 102,500 | 86 | - | - | - | - | 86 | ||||||||||||||
Reclass of reserves for exercise of options | - | 45 | - | (45 | ) | - | - | - | |||||||||||||
Reclass of reserves for options forfeited | - | - | - | (18 | ) | - | - | (18 | ) | ||||||||||||
Equity investment share-based payments | - | - | - | 247 | - | - | 247 | ||||||||||||||
Foreign currency translation adjustment | - | - | - | - | 516 | - | 516 | ||||||||||||||
Change in fair value of financial instruments | - | - | - | - | (49 | ) | - | (49 | ) | ||||||||||||
Loss for the period | - | - | - | - | - | (10,909 | ) | (10,909 | ) | ||||||||||||
Balance as at September 30, 2018 | 80,435,055 | $ | 125,085 | $ | - | $ | 14,939 | $ | 8,960 | $ | (114,551 | ) | $ | 34,434 |
The accompanying notes are an integral part of these consolidated financial statements.
EMX ROYALTY CORPORATION |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
(Unaudited Expressed in Canadian Dollars) |
For the Nine Months Ended September 30, 2019 |
1. NATURE OF OPERATIONS AND GOING CONCERN
EMX Royalty Corporation (the "Company" or "EMX"), together with its subsidiaries operates as a royalty and prospect generator engaged in the exploring for, and generating royalties from, metals and minerals properties. The Companys royalty and exploration portfolio mainly consists of properties in North America, Turkey, Europe, Haiti, Australia, and New Zealand. The Companys common shares are listed on the TSX Venture Exchange ("TSX-V") and the NYSE American under the symbol of "EMX". The Companys head office is located at 501 - 543 Granville Street, Vancouver, British Columbia, Canada V6C 1X8.
These condensed consolidated interim financial statements have been prepared using International Financial Reporting Standards ("IFRS") applicable to a going concern, which assumes that the Company will be able to realize its assets, discharge its liabilities and continue in operation for the following twelve months.
Some of the Companys activities for royalty generation are located in emerging nations and, consequently, may be subject to a higher level of risk compared to other developed countries. Operations, the status of mineral property rights and the recoverability of investments in emerging nations can be affected by changing economic, legal, regulatory and political situations.
These condensed consolidated interim financial statements of the Company are presented in Canadian dollars unless otherwise noted, which is the functional currency of the parent company and its subsidiaries except as to Bullion Monarch Mining, Inc. ("BULM"), the holder of a royalty income stream whose functional currency is the United States ("US") dollar.
2. STATEMENT OF COMPLIANCE AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Statement of Compliance and Measurement
These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting ("IAS 34") using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").
These condensed consolidated interim financial statements have been prepared on a historical cost basis, except for financial instruments classified as fair value through profit or loss and fair value through other comprehensive income, which are stated at their fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.
These condensed consolidated interim financial statements follow the same accounting policies and methods of application as our most recent annual financial statements, except as described below, and should be read in conjunction with the annual audited financial statements of the Company for the year ended December 31, 2018.
Reclassification
Certain comparative figures have been reclassified to conform to the current period presentation.
As a result of the reclassifications, loss from operations for the nine months ended September 30, 2018 decreased by $382,000 as a result of including certain items previously classified as non-operating into revenue and other income including $365,000 related to the gain on sale of projects, $234,000 of interest income, and a loss of $217,000 from the sale of marketable securities. There was no change to the net loss for the period.
Page 6
EMX ROYALTY CORPORATION |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
(Unaudited Expressed in Canadian Dollars) |
For the Nine Months Ended September 30, 2019 |
2. STATEMENT OF COMPLIANCE AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Accounting Standards Adopted During the Period
Leases
IFRS 16, Leases was issued in January 2016 and applies to annual financial reporting periods beginning on or after January 1, 2019 and introduces new or amended requirements with respect to lease accounting. IFRS 16 introduced significant changes to lessee accounting by removing the distinction between operating and finance leases and requiring the recognition of right-of-use assets and lease liabilities at the lease commencement for all leases, except for short-term leases and leases of low value assets. In contrast to lessee accounting, the requirements for lessor accounting have remained largely unchanged.
IFRS 16 has changed how the Corporation accounts for leases previously classified as operating leases under IAS 17, which were off-balance sheet. Applying IFRS 16 for all except for short term leases and leases of low-value assets, the Corporation will (i) recognize right-of-use assets and lease liabilities in the consolidated statement of financial position, initially measured at the present value of future lease payments discounted at the incremental borrowing rate; (ii) recognize depreciation of right-of-use assets and interest on lease liabilities in the consolidated statement of loss; and (iii) separate the total amount of cash paid into a principal portion (presented within financing activities) and interest (presented within operating activities) in the consolidated statement of cash flows. For short-term leases (lease term of 12 months or less) and leases of low-value assets (such as personal computers and office furniture), the Corporation has opted to recognise a lease expense on a straight-line basis as permitted by IFRS 16. The Company has taken the exemptions related to short-term and low value asset leases. Exploration and evaluation assets and mineral leases are not in the scope of this standard.
The adoption of IRFS 16 did not have a material effect on the consolidated financial statements.
Critical Accounting Judgments and Significant Estimates and Uncertainties
The critical judgments and estimates applied in the preparation of the Companys unaudited condensed interim consolidated financial statements for the nine months ended September 30, 2019 are consistent with those applied in the Companys December 31, 2018 audited consolidated financial statements.
3. RESTRICTED CASH
At September 30, 2019, the Company classified $4,364,000 (December 31, 2018 - $619,000) as restricted cash. This amount is comprised of $191,000 (December 31, 2018 - $196,000) held as collateral for its corporate credit cards, $Nil (December 31, 2018 - $86,000) held in trust to be used to offset loan fees, and $4,173,000 (2018 - $336,000) cash held by wholly-owned subsidiaries of the Company whose full amount is for use and credit to the Companys exploration venture partners in the USA, Sweden, Norway, and Finland pursuant to expenditure requirements for ongoing option agreements. Partner advances expected to be used within the following 12 months are included with current assets.
Page 7
EMX ROYALTY CORPORATION |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
(Unaudited Expressed in Canadian Dollars) |
For the Nine Months Ended September 30, 2019 |
4. INVESTMENTS
At September 30, 2019 and December 31, 2018, the Company had the following investments:
In Thousands of Dollars | |||||||||
Accumulated | |||||||||
September 30, 2019 | Cost | unrealized loss | Fair value | ||||||
Fair value through profit or loss | |||||||||
Marketable securities | $ | 4,367 | $ | (1,111 | ) | $ | 3,256 | ||
Warrants | 247 | 64 | 311 | ||||||
Private company investments | 911 | (647 | ) | 264 | |||||
Total fair value through profit or loss | 5,525 | (1,694 | ) | 3,831 | |||||
Fair value through other comprehensive income | |||||||||
Marketable securities | 910 | (861 | ) | 49 | |||||
Total investments | $ | 6,435 | $ | (2,555 | ) | $ | 3,880 |
In Thousands of Dollars | |||||||||
Accumulated | |||||||||
December 31, 2018 | Cost | unrealized loss | Fair value | ||||||
Fair value through profit or loss | |||||||||
Marketable securities | $ | 1,683 | $ | (1,058 | ) | $ | 625 | ||
Private company investments | 911 | - | 911 | ||||||
Total fair value through profit or loss | 2,594 | (1,058 | ) | 1,536 | |||||
Fair value through other comprehensive income | |||||||||
Marketable securities | 910 | (877 | ) | 33 | |||||
Total investments | $ | 3,504 | $ | (1,935 | ) | $ | 1,569 |
On February 20, 2019, the Company acquired through a private placement, 1,995,672 Units of Boreal Metals Corp. ("Boreal"; TSX-V: BMX) for $190,000 or $0.095 per unit. Each Unit consisted of one common share and one warrant to purchase a further common share. The Company applied the residual value method with respect to the measurement of shares and warrants acquired in the private placement. This resulted in $160,000 being applied to the share component or $0.08 per share which was the trading price on the closing date of BMXs private placement, and $30,000 or $0.015 allocated to the warrant component. At September 30, 2019 the fair value of warrants were estimated using the Black-Scholes option pricing model with weighted average assumptions as follows: risk-free interest rate of 1.58%, dividend yield of 0%, volatility of 132%, forfeiture rate of 0%, and an expected life of 1.3 years. During the 9 months ended September 30, 2019 the Company acquired an additional 358,000 common shares of Boreal Metals Corp. at a price of $0.05 per share ($17,011).
On April 25, 2019, the Company acquired a 1% NSR royalty on existing West Pogo project claims held by Millrock Resources Inc ("Millrock") (TSX Venture: MRO, OTCQX: MLRKF) by way of a private placement. Pursuant to the investment, in addition to the royalty interests EMX acquired 7,142,857 Units of Millrock for $1 million or $0.14 per Unit representing a 9.4% equity interest in Millrock. Each Unit consists of one common share of Millrock and one share purchase warrant. Each warrant entitles the Company to purchase one additional common share of Millrock until December 14, 2021 at an escalating exercise price ($0.14 until December 14, 2019; $0.17 from December 15, 2019 until December 14, 2020; and $0.20 from December 15, 2020 until December 14, 2021). The Company applied a residual value method with respect to the measurement of shares, warrants, and royalty interests acquired in the private placement. This resulted in $571,000 or $0.08 per share being allocated to the share component which was the trading price of Millrock on the closing date, $217,000 or $0.03 per share allocated to the warrant component using the Black-Scholes option pricing model, and the residual balance being $211,000 allocated to the royalty interest (Note 11). The weighted average assumptions used for fair valuing the warrants at September 30, 2019 were as follows: risk-free interest rate of 1.58% and 1.47% , dividend yield of 0% for both periods, volatility of 123% and 117%, forfeiture rate of 0% for both periods, and an expected life of 1.72 and 1.81 years respectively.
Page 8
EMX ROYALTY CORPORATION |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
(Unaudited Expressed in Canadian Dollars) |
For the Nine Months Ended September 30, 2019 |
4. INVESTMENTS (Continued)
In July 2019, the company acquired an additional 1,300,000 Units of Millrock for $97,500 or $0.075 per Unit through a non-brokered private placement . Each Unit consists of one common share of Millrock and one share purchase warrant. Each warrant entitles the Company to purchase one additional common share of Millrock until December 14, 2021 at an escalating exercise price ($0.14 until December 14, 2019; $0.17 from December 15, 2019 until December 14, 2020; and $0.20 from December 15, 2020 until December 14, 2021). Applying the residual value method with respect to the measurement of shares and warrants acquired in the private placement there was no residual value to allocate to the warrants.
In June 2019, pursuant to a purchase agreement to acquire royalty interests from Corvus Gold Inc. ("Corvus") (TSX: KOR, OTCQX: CORVF) for $350,000 (Note 11), the Company made an equity investment of $900,000 in Corvus through a private placement financing. At the time of the investment, the trading price of Corvus exceeded the $900,000 purchase price for the shares.
In July 2019, the Company acquired 1,000,000 common shares of GlobeTrotters Resource Group Inc. a private Canadian exploration company operating in Peru at a price of $0.50 per share ($500,000).
Included in investments for the year ended December 31, 2018 is $264,000 being the fair value of an investment in IG Copper
LLC ("IGC") previously recorded as an investment in an associated entity.
5. RECEIVABLES
The Companys receivables are related to distributions expected from investments, sale of foreign subsidiaries, royalty receivable, goods and services tax and harmonized sales taxes receivable from government taxation authorities, and recovery of royalty generation costs from project partners.
As at September 30, 2019 and December 31, 2018, the current receivables were as follows:
In Thousands of Dollars | ||||||
Category | September 30, 2019 | December 31, 2018 | ||||
Distribution receivable from an investment in an associated entity (Note 8) | $ | 2,647 | $ | 5,451 | ||
Sale of Akarca | - | 903 | ||||
Loan fees | - | 187 | ||||
Royalty income receivable | 43 | 145 | ||||
Refundable taxes | 244 | 176 | ||||
Recoverable exploration expenditures and advances | 973 | 264 | ||||
Other | 365 | 380 | ||||
Total | $ | 4,272 | $ | 7,506 |
Subsequent to September 30, 2019, the Company received $915,569 (US$697,192) as a partial distribution of the amount owing from IG Copper LLC ("IGC") related to the sale of Malmyzh. Currently IGC is disputing a warranty claim by the buyer of Malmyzh. Further distributions to EMX, if any will be based upon the resolution of the warranty claim.
Included in the change in value through profit or loss assets is $Nil (2018 - $109,000) related to the Akarca receivable balance as a result of the derivative components of the receivable balance being the expected gold price to be realized.
The carrying amounts of the Companys current receivables are denominated in the following currencies:
In Thousands of Dollars | ||||||
Currency | September 30, 2019 | December 31, 2018 | ||||
Canadian Dollars | $ | 319 | $ | 484 | ||
US Dollars | 3,228 | 6,934 | ||||
Swedish Krona | 687 | 72 | ||||
Other | 38 | 16 | ||||
Total | $ | 4,272 | $ | 7,506 |
Page 9
EMX ROYALTY CORPORATION |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
(Unaudited Expressed in Canadian Dollars) |
For the Nine Months Ended September 30, 2019 |
6. PROPERTY AND EQUIPMENT
During the period ended September 30, 2019 depreciation of $14,000 (2018 - $8,700) has been included in project and royalty generation costs.
In Thousands of Dollars | ||||||||||||||||||
Computer | Field | Office | Building | Land | Total | |||||||||||||
Cost | ||||||||||||||||||
As at December 31, 2018 | $ | 110 | $ | 87 | $ | 2 | $ | 599 | $ | 419 | $ | 1,217 | ||||||
Additions | - | 75 | - | 117 | - | 192 | ||||||||||||
As at September 30, 2019 | 110 | 162 | 2 | 716 | 419 | 1,409 | ||||||||||||
Accumulated depreciation | ||||||||||||||||||
As at December 31, 2018 | 110 | 60 | 1 | 580 | - | 751 | ||||||||||||
Additions | - | 10 | 1 | 3 | - | 14 | ||||||||||||
As at September 30, 2019 | 110 | 70 | 2 | 583 | - | 765 | ||||||||||||
Net book value | ||||||||||||||||||
As at December 31, 2018 | $ | - | $ | 27 | $ | 1 | $ | 19 | $ | 419 | $ | 466 | ||||||
As at September 30, 2019 | $ | - | $ | 92 | $ | - | $ | 133 | $ | 419 | $ | 644 |
7. NOTE RECEIVABLE
On October 16, 2017, the Company issued a note receivable to Revelo Resources Corp. (TSX-V: RVL), a related party by way of a common director for the principal amount of $400,000. The note was due on December 31, 2017, together with accrued interest at a rate of 1% per month and a bonus of $20,000. As at September 30, 2019, the balance owed to the Company pursuant to the note was $514,000 (December 31, 2018 - $478,000) including accrued interest and bonus fee. The Company continues discussions with RVL on options for repayment of the outstanding balance.
8. EQUITY LOSS IN AN ASSOCIATED ENTITY
On December 12, 2018, The Companys equity investment, IGC underwent a recapitalization in which the Company did not participate and EMXs investment was diluted to 19.9% . As such, the Company derecognized its 39.99% equity investment in IGC and reallocated the fair value of the remaining investment to FVTPL (Note 4).
Prior to the derecognition of IGC as an investment in an associated entity, during the nine months ended September 30, 2019, the Company recorded $Nil (2018 - $1,150,000) in equity losses.
The Company continues to hold a 19.9% interest in IGC, has a minority position on the Board of IGC, and does not control operational decisions. The Companys judgment is that it does not have control or significant influence of IGC, and accordingly accounting for the remaining investment in IGC as FVTPL is appropriate.
Page 10
EMX ROYALTY CORPORATION |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
(Unaudited Expressed in Canadian Dollars) |
For the Nine Months Ended September 30, 2019 |
9. REVENUE AND GENERAL AND ADMINISTRATIVE EXPENSES
During the nine months ended September 30, 2019 and 2018, the Company had the following sources of revenues, and general and administrative expenses:
In Thousands of Dollars | ||||||||||||
Three months ended | Nine months ended | |||||||||||
Revenue and other income | September 30, 2019 | September 30, 2018 | September 30, 2019 | September 30, 2018 | ||||||||
Royalty revenue | $ | 630 | $ | 560 | $ | 1,378 | $ | 1,602 | ||||
Interest income | 343 | 142 | 1,334 | 234 | ||||||||
Optioned property and other property income | 239 | 111 | 700 | 283 | ||||||||
Gain (loss) on sale of projects | - | (57 | ) | 289 | 365 | |||||||
Gain (loss) on sale of marketable securities | - | - | - | (217 | ) | |||||||
$ | 1,212 | $ | 756 | $ | 3,701 | $ | 2,267 |
In Thousands of Dollars | ||||||||||||
Three months ended | Nine months ended | |||||||||||
General and administrative expenses | September 30, 2019 | September 30, 2018 | September 30, 2019 | September 30, 2018 | ||||||||
Salaries, consultants, and benefits | $ | 492 | $ | 336 | $ | 1,235 | $ | 839 | ||||
Professional fees | 269 | 141 | 714 | 242 | ||||||||
Investor relations and shareholder information | 201 | 130 | 562 | 381 | ||||||||
Transfer agent and filing fees | 12 | 23 | 172 | 153 | ||||||||
Administrative and office | 234 | 178 | 712 | 597 | ||||||||
Travel | 34 | 12 | 172 | 59 | ||||||||
$ | 1,242 | $ | 820 | $ | 3,567 | $ | 2,271 |
10. EXPLORATION AND EVALUATION ASSETS
Acquisition Costs
At September 30, 2019 and December 31, 2018, the Company has capitalized the following acquisition costs on its exploration and evaluation assets:
In Thousands of Dollars | |||||||||
Region | Properties | September 30, 2019 | December 31, 2018 | ||||||
Sweden | Various | $ | 17 | $ | 17 | ||||
Viad royalties | 421 | 421 | |||||||
Turkey | Alankoy | 154 | 154 | ||||||
Trab | 79 | 79 | |||||||
United States | Superior West, Arizona | 603 | 736 | ||||||
of America | Yerington, Nevada | 206 | 206 | ||||||
Total | $ | 1,480 | $ | 1,613 |
During the nine months ended September 30, 2019, the Company received a $133,000 (2018 - $131,000) annual option payment related to an exploration and option to purchase agreement for the Superior West project with Kennecott Exploration Company.
Sweden and Norway
The Company acquired 4,808,770 common shares of Norra Metals Corp. ("Norra") (TSX-V: NORA), representing a 9.9% equity stake in Norra pursuant to the sale of the Bleikvassli, Sagvoll and Meråker projects in Norway, and the Bastuträsk project in Sweden. The Company will retain a 3% NSR royalty on the projects. EMX has also been granted a 1% NSR royalty on Norras Pyramid project in British Columbia. The common shares received were valued at $289,000, or $0.06 per share and included in revenue and other income for the nine months ended September 30, 2019.
Page 11
EMX ROYALTY CORPORATION |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
(Unaudited Expressed in Canadian Dollars) |
For the Nine Months Ended September 30, 2019 |
10. EXPLORATION AND EVALUATION ASSETS (Continued)
The Company executed an exploration and option agreement for the Røstvangen property and Vakkerlien property in Norway with Playfair Mining Ltd. ("Playfair") (TSX-V: PLY). The agreement provides EMX with immediate share equity in Playfair, and upon Playfair's completion of the option terms and other consideration, a 9.9% interest in Playfair, a 3% NSR royalty on the projects, and advance royalty payments. Pursuant to the agreement, Playfair can earn a 100% interest in the project by the issuance of 3,000,000 common shares (received) to EMX and performance of certain work during the option period. The commons shares received were valued at $150,000, or $0.05 per share and included in revenue and other income for the nine months ended September 30, 2019.
In April, 2019 the Company executed a purchase agreement for the sale of thirteen exploration licenses in central Sweden to Gold Line Resources Ltd. ("GLR"), a private British Columbia company. Upon closing, the Agreement will provide EMX with a 9.9% interest in GLR, a free carry of its 9.9% interest until GLR has raised $5,000,000 in equity; reimbursement of license fees totaling US$101,000, advance royalty payments, and a 3% net smelter return ("NSR") royalty interest in the properties. Within six years of the closing date, GLR has the right to buy down up to 1% of the royalty owed to EMX (leaving EMX with a 2% NSR royalty) by paying EMX 2,500 ounces of gold, or the cash equivalent. EMX will receive annual advance royalty ("AAR") payments of 30 ounces of gold on the Properties, commencing on the second anniversary of the closing, with each AAR payment increasing by 5 ounces of gold per year up to a maximum of 75 ounces of gold per year. These AAR payments may be made in gold bullion, their cash equivalents, or their value equivalent in shares of GLR, subject to certain conditions. EMX will have the right to participate pro-rata in future financings at its own cost to maintain its 9.9% interest in GLR. As at September 30, 2019, the Company had not yet received the shares representing its 9.9% interest in GLR.
North America
In May 2019, the Company executed a purchase agreement for the sale of the Swift and Selena gold projects in Nevada to Ridgeline Minerals Corporation, a wholly-owned subsidiary of Carlin-Type Holding Ltd ("CTH"), a privately-held British Columbia corporation. Upon closing, the agreement provides EMX with a 9.9% interest in CTH and payment of a US$20,000 execution payment (received). For each project Ridgeline will grant to EMX a 3.25% production royalty, pay to EMX advanced royalty payments starting at US$10,000 on the second anniversary date of the agreement (increasing by US$5,000 per year to a maximum of US$75,000), and certain milestone payments totaling US$2,200,000. EMX will maintain a non-dilution right through US$2,500,000 of capital raises where CTH will issue additional shares to EMX, at no cost to the Company. Subsequent to September 30, 2019, the Company received 2,065,357 shares representing its 9.9% interest in CTH.
Project and Royalty Generation Costs
During the nine months ended September 30, 2019, the Company incurred the following project and royalty generation costs, which were expensed as incurred:
In Thousands of Dollars | ||||||
Nine months ended September 30, 2019 |
Scandinavia |
USA |
Turkey |
Australia and New Zealand |
Other |
Total |
Administration
costs Drilling, technical, and support costs Personnel Professional costs Property costs Share-based payments Travel |
$ 100
805 1,120 171 534 311 163 |
$ 158
1,096 1,692 151 1,243 605 121 |
$ 74
49 98 60 92 48 8 |
$ 30
1,792 385 166 28 196 78 |
$ 1
- 3 5 1 17 (2) |
$ 363
3,742 3,298 553 1,898 1,177 368 |
Total Expenditures | 3,204 | 5,066 | 429 | 2,675 | 25 | $ 11,399 |
Recoveries from partners |
(1,782) |
(2,070) |
- |
(319) |
- |
(4,171) |
Net Expenditures | $ 1,422 | $ 2,996 | $ 429 | $ 2,356 | $ 25 | $ 7,228 |
Page 12
EMX ROYALTY CORPORATION |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
(Unaudited Expressed in Canadian Dollars) |
For the Nine Months Ended September 30, 2019 |
10. EXPLORATION AND EVALUATION ASSETS (Continued)
During the nine months ended September 30, 2018, the Company incurred the following project and royalty generation costs, which were expensed as incurred:
In Thousands of Dollars | ||||||
Nine months ended September 30, 2018 |
Scandinavia |
USA |
Turkey |
Australia and New Zealand |
Other |
Total |
Administration costs Field and technical costs Personnel Professional costs Property costs Share-based payments Travel |
$ 123 594 755 180 180 205 151 |
$ 179 456 1,391 151 881 452 124 |
$ 124 15 117 184 14 65 12 |
$ 17 2 112 26 33 22 19 |
$ 1 2 26 17 - 14 6 |
$ 444 1,069 2,401 558 1,108 758 312 |
Total Expenditures |
2,188 |
3,634 |
531 |
231 |
66 |
6,650 |
Recoveries from partners | (986) | (465) | - | - | - | (1,451) |
Net Expenditures | $ 1,202 | $ 3,169 | $ 531 | $ 231 | $ 66 | $ 5,199 |
11. ROYALTY INTERESTS
Changes in royalty interest for the nine months ended September 30, 2019:
In Thousands of Dollars | |||
Balance as at December 31, 2018 | $ | 14,346 | |
Adjusted for: | |||
Additions | 560 | ||
Depletion | (747 | ) | |
Cumulative translation adjustments | (399 | ) | |
Balance as at September 30, 2019 | $ | 13,760 |
During the nine months ended September 30, 2019 the Company entered into 2 acquisition agreements for certain royalty interests in Alaskas Goodpaster Mining District as follows:
Corvus Royalty Interests
Pursuant to an acquisition agreement with Corvus, EMX acquired the following net smelter return ("NSR") royalty interests from Corvus for $350,000:
West Pogo WPX Claim Block: EMX will acquire two thirds of Corvuss 3% NSR royalty on precious metals and 1% NSR royalty on base metals. Corvus has retained the remaining one third of its royalty on the West Pogo WPX claim block. The precious metals royalty is subject to a buy down of 1% for US $2 million, and a buy down of an additional 1% for US $5 million, both of which will be shared proportionately by EMX and Corvus.
LMS Project: EMX will acquire Corvuss 3% NSR royalty on precious metals and 1% NSR royalty on base metals. The precious metals royalty is subject to a buy down of 1% for US $4 million.
Goodpaster District: EMX will acquire all of Corvuss rights to a 1% NSR royalty on properties staked within a defined area of interest ("AOI") pursuant to a 2015 agreement with Millrock. The AOI expires July 21, 2020, and Millrock may purchase one-half of these royalties (i.e., 0.5% NSR royalty) for US $2 million.
Chisna Project EMX will acquire all of Corvuss 1% NSR royalties on precious and base metals.
Page 13
EMX ROYALTY CORPORATION |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
(Unaudited Expressed in Canadian Dollars) |
For the Nine Months Ended September 30, 2019 |
11. ROYALTY INTERESTS (Continued)
Millrock Royalty Interests
Pursuant to a private placement financing and acquisition agreement, the Company acquired the following royalty interests from Millrock valued at $211,000 (Note 3).
West Pogo: At the West Pogo project the new claims staked are covered by 0.5% to 1.0% EMX NSR royalty interests. The new staking adds on to claims that Millrock already owns, or upon which Millrock already has an option to purchase a 100% interest. These pre-existing Millrock property interests, including the Aurora and Hansen claim blocks, are partially covered by an EMX purchase option for NSR royalty interests ranging from 1.0% to 1.5%.
East Pogo: At the East Pogo project, new claims staked around several known prospects are subject to 0.5% to 1% EMX NSR royalty interests. These prospect areas contain elevated gold, arsenic and bismuth surface sample anomaly clusters related to northeast and northwest-oriented high angle faults.
Shaw-Eagle-LMS Trend: New claims staked along the ShawEagleLMS trend are subject to 0.5% to 1% EMX NSR royalty interests. The claims cover gold, arsenic and bismuth geochemical anomalies.
Carlin Trend Royalties
The Company holds royalty interests in the Carlin Trend in Nevada which includes the following properties:
Leeville Mine: Located in Eureka County, Nevada, the Company is receiving a continuing 1% gross smelter return royalty ("GSRR").
East Ore Body Mine: Located in Eureka County, Nevada, the property is currently being mined and the Company is receiving a continuing 1% GSRR.
North Pipeline: Located in Lander County, Nevada. Should the property become producing, the Company will receive a production royalty of US$0.50 per yard of ore processed or 4% of net profit, whichever is greater.
During the nine months ended September 30, 2019, $1,152,000 (2018 - $1,602,000) in royalty income was included in revenue and other income. Applied only against the Carlin Trend Royalty Claim Block royalty income was depletion of $747,000 (2018 - $1,378,000 ) and a 5% direct gold tax of $39,000 (2018 - $74,000).
Impairment of Non-Current Assets
The Companys policy for accounting for impairment of non-current assets is to use the higher of the estimates of fair value less cost of disposal of these assets or value in use. The Company uses valuation techniques that require significant judgments and assumptions, including those with respect to future production levels, future metal prices and discount rates.
Non-current assets are tested for impairment when events or changes in circumstances suggest that the carrying amount may not be recoverable. The Company continuously reviews the production of gold from the Carlin Trend Royalty Claim Block, expected long term gold prices to be realized, foreign exchange, and interest rates. For the nine months ended September 30, 2019 and 2018, these assumptions remained reasonable and no revisions were considered necessary.
12. RECLAMATION BONDS
Reclamation bonds are held as security towards future project and royalty generation work and the related future potential cost of reclamation of the Companys land and unproven mineral interests. Once reclamation of the properties is complete, the bonds will be returned to the Company.
Page 14
EMX ROYALTY CORPORATION |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
(Unaudited Expressed in Canadian Dollars) |
For the Nine Months Ended September 30, 2019 |
12. RECLAMATION BONDS (Continued)
In Thousands of Dollars | ||||||
September 30, 2019 | December 31, 2018 | |||||
Sweden - various properties | $ | 11 | $ | 13 | ||
Turkey - various properties | 6 | 6 | ||||
U.S.A - various properties | 414 | 425 | ||||
Total | $ | 431 | $ | 444 |
As at September 30, 2019, the Company has no material reclamation obligations.
13. GOODWILL
The Companys goodwill represented the excess of the purchase price paid during fiscal 2012 for the acquisition of Bullion Monarch Mining Inc. over the fair value of the net identifiable tangible and intangible assets and liabilities acquired.
The Company applies a one-step approach to determine if the Carlin Trend Royalty Claim Block and the related assets within the same Cash Generating Unit ("CGU") are impaired (Note 11). The impairment loss is the amount by which the CGUs carrying amount exceeds its recoverable amount. As a result of an impairment against the Carlin Trend Royalty Claim Block the Goodwill was written-off to $Nil in the year ended December 31, 2018. For the nine months ended September 30, 2018, Goodwill was written down by $911,000 in conjunction with the net decrease of $862,000 of the related deferred income tax liability.
14. ADVANCES FROM JOINT VENTURE PARTNERS
Advances from joint venture partners relate to unspent funds received pursuant to approved exploration programs by the Company and its joint venture partners. The Companys advances from joint venture partners consist of the following:
In Thousands of Dollars | ||||||
September 30, 2019 | December 31, 2018 | |||||
U.S.A. | $ | 3,737 | $ | 457 | ||
Sweden | 553 | 159 | ||||
Total | $ | 4,290 | $ | 616 |
15. CAPITAL STOCK
Authorized
As at September 30, 2019, the authorized share capital of the Company was an unlimited number of common and preferred shares without par value.
Common Shares
During the nine months ended September 30, 2019 and 2018, the Company:
Page 15
EMX ROYALTY CORPORATION |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
(Unaudited Expressed in Canadian Dollars) |
For the Nine Months Ended September 30, 2019 |
15. CAPITAL STOCK (Continued)
Stock Options
The Company adopted a stock option plan (the "Plan") pursuant to the policies of the TSX-V. The maximum number of shares that may be reserved for issuance under the plan is limited to 10% of the issued common shares of the Company at any time. The vesting terms are determined at the time of the grant, subject to the terms of the plan.
During the nine months ended September 30, 2019, the change in stock options outstanding is as follows:
Weighted Average | ||||||
Number | Exercise Price | |||||
Balance as at December 31, 2018 | 6,775,000 | $ | 1.16 | |||
Granted | 1,680,000 | 1.70 | ||||
Exercised | (1,555,300 | ) | 1.17 | |||
Forfeited | (10,000 | ) | 1.45 | |||
Balance as at September 30, 2019 | 6,889,700 | 1.29 | ||||
Number of options exercisable as at September 30, 2019 | 6,863,450 | $ | 1.29 |
The following table summarizes information about the stock options which were outstanding and exercisable at September 30, 2019:
Date Granted | Number of Options | Exercisable | Exercise Price $ | Expiry Date | ||||||||
December 22, 2014 | 15,000 | 15,000 | 0.87 | December 22, 2019 | ||||||||
June 8, 2015 | 975,000 | 975,000 | 0.66 | June 8, 2020 | ||||||||
October 18, 2016 | 1,167,700 | 1,167,700 | 1.30 | October 18, 2021 | ||||||||
August 28, 2017 | 1,340,000 | 1,340,000 | 1.20 | August 28, 2022 | ||||||||
July 20, 2018 | 1,567,000 | 1,567,000 | 1.30 | July 20, 2023 | ||||||||
September 20, 2018 | 75,000 | 75,000 | 1.42 | September 20, 2023 | ||||||||
November 28, 2018 | 75,000 | 75,000 | 1.57 | November 28, 2023 | ||||||||
December 14,2018 | 20,000 | 20,000 | 1.42 | December 14, 2023 | ||||||||
June 6, 2019* | 1,555,000 | 1,528,750 | 1.70 | June 6, 2024 | ||||||||
September 30, 2019 | 100,000 | 100,000 | 1.77 | September 30, 2024 | ||||||||
Total | 6,889,700 | 6,863,450 |
* Includes options granted for investor relations services that vest 25% every 4 months from the date of grant.
The weighted average remaining useful life of exercisable stock options is 3.10 years (2018 2.97 years).
Restricted share units
In 2017, the Company introduced a long-term restricted share unit plan ("RSUs"). The RSUs entitle employees, directors, or officers to common shares of the Company upon vesting based on vesting terms determined by the Companys Board of Directors at the time of grant.
Expiry Date | December 31, 2018 | Granted | Vested | Expired/Cancelled | June 30, 2019 | ||||||||||
December 31, 2019 | 312,500 | - | - | - | 312,500 | ||||||||||
December 31, 2020 | 312,500 | - | - | - | 312,500 | ||||||||||
December 31, 2021 | - | 312,500 | - | - | 312,500 | ||||||||||
Total | 625,000 | 312,500 | - | - | 937,500 |
Page 16
EMX ROYALTY CORPORATION |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
(Unaudited Expressed in Canadian Dollars) |
For the Nine Months Ended September 30, 2019 |
15. CAPITAL STOCK (Continued)
Share-based Payments
During the nine months ended September 30, 2019, the Company recorded aggregate share-based payments of $2,199,000 (2018 - $1,569,000) as they relate to the fair value of stock options vested during the period, the fair value of incentive stock grants, and the fair value of share based compensation settled in cash. Share-based payments for the nine months ended September 30, 2019 and 2018 are allocated to expense accounts as follow:
In Thousands of Dollars | |||||||||
General and | |||||||||
Administrative | Project and Royalty |
||||||||
Nine months ended September 30, 2019 | Expenses | Generation Costs | Total | ||||||
Fair value of stock options vested | $ | 767 | $ | 843 | $ | 1,610 | |||
Share based compensation | 179 | 228 | 407 | ||||||
Share based compensation settled in cash | 76 | 106 | 182 | ||||||
$ | 1,022 | $ | 1,177 | $ | 2,199 |
General and | |||||||||
Administrative | Exploration | ||||||||
Nine months ended September 30, 2018 | Expenses | Expenditures | Total | ||||||
Fair value of stock options granted or vested | $ | 730 | $ | 592 | $ | 1,322 | |||
Fair value of stock options forfeited | (18 | ) | - | (18 | ) | ||||
Shares issued for services | 100 | 166 | 266 | ||||||
$ | 812 | $ | 758 | $ | 1,570 |
The weighted average fair value of the stock options granted during the nine months ended September 30, 2019 was $0.97 per stock option (2018 - $0.84) . The fair value of stock options granted was estimated using the Black-Scholes option pricing model with weighted average assumptions as follows:
Nine months ended | Nine months ended | |||||
September 30, | September 30, | |||||
2019 | 2018 | |||||
Risk free interest rate | 1.33% | 2.31% | ||||
Expeted life (years) | 5 | 5 | ||||
Expected volatility | 67.7% | 70.1% | ||||
Dividend yield | 0% | 0% |
Warrants
During the nine months ended September 30, 2019, 2,623,306 warrants expired unexercised leaving no warrants outstanding.
Page 17
EMX ROYALTY CORPORATION |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
(Unaudited Expressed in Canadian Dollars) |
For the Nine Months Ended September 30, 2019 |
16. RELATED PARTY TRANSACTIONS
The aggregate value of transactions and outstanding balances relating to key management personnel were as follows:
In Thousands of Dollars | |||||||||
Share-based | |||||||||
For the nine months ended September 30, 2019 | Salary or Fees | Payments | Total | ||||||
Management | $ | 521 | $ | 508 | $ | 1,029 | |||
Outside directors * | 114 | 282 | 396 | ||||||
Seabord Services Corp.** | 333 | - | 333 | ||||||
Total | $ | 968 | $ | 790 | $ | 1,758 |
In Thousands of Dollars | |||||||||
Share-based | |||||||||
For the nine months ended September 30, 2018 | Salary or Fees | Payments | Total | ||||||
Management | $ | 544 | $ | 331 | $ | 875 | |||
Outside directors * | 112 | 77 | 189 | ||||||
Seabord Services Corp.** | 323 | - | 323 | ||||||
Total | $ | 979 | $ | 408 | $ | 1,387 |
* Directors fees include US$5,000 per month paid to the Companys non-Executive Chairman, who does not receive the fees paid to the other independent directors.
** Seabord Services Corp. ("Seabord") is a management services company controlled by the Chairman of the Board of Directors of the Company. Seabord provides a Chief Financial Officer, a Corporate Secretary, accounting and administration staff, and office space to the Company. The Chief Financial Officer and Corporate Secretary are employees of Seabord and are not paid directly by the Company.
Included in accounts payable and accrued liabilities at September 30, 2019 is $53,000 (December 31, 2018 - $3,340,000) owed to key management personnel and other related parties. Included in amounts due to related parties for the year ended December 31, 2018 was $3,300,000 for discretionary success bonuses paid during the first half of fiscal 2019.
By way of a common director, included in Note receivable (Note 7) are certain balances owing from a related party.
17. SEGMENTED INFORMATION
The Company operates within the resource industry. At September 30, 2019 and December 31, 2018, the Company had equipment and exploration and evaluation assets located geographically as follows:
In Thousands of Dollars | ||||||
EXPLORATION AND EVALUATION ASSETS | September 30, 2019 | December 31, 2018 | ||||
Sweden | $ | 438 | $ | 438 | ||
Turkey | 233 | 233 | ||||
U.S.A | 809 | 942 | ||||
Total | $ | 1,480 | $ | 1,613 |
In Thousands of Dollars | ||||||
PROPERTY AND EQUIPMENT | September 30, 2019 | December 31, 2018 | ||||
Sweden | $ | 54 | $ | 31 | ||
U.S.A | 590 | 435 | ||||
Total | $ | 644 | $ | 466 |
The Companys royalty interests, goodwill, deferred income tax liability and royalty income and depletion are located in the U.S.A, except for a $200,000 royalty interest held in Serbia.
Page 18
EMX ROYALTY CORPORATION |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
(Unaudited Expressed in Canadian Dollars) |
For the Nine Months Ended September 30, 2019 |
18. RISK AND CAPITAL MANAGEMENT: FINANCIAL INSTRUMENTS
The Company considers items included in shareholders equity as capital. The Companys objective when managing capital is to safeguard the Companys ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders.
As at September 30, 2019, the Company had working capital of $81 million (December 31, 2018 - $89 million). The Company has continuing royalty income that will vary depending on royalty ounces received, the price of gold, and foreign exchange rates on US royalty payments. The Company manages the capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue new shares through public and/or private placements, sell assets, or return capital to shareholders.
As a result of of the Companys former investment in an associated entity, IGC (Note 8) the Company was due an additional distributions of $2.6 million (US$2 million) related to escrow funds subject to certain conditions and is expected to be released from escrow pending any warranty claims during 2019. Subsequent to September 30, 2019, the Company received US$697,000 as partial payment on the additional amount due.
Fair Value
The Company characterizes inputs used in determining fair value using a hierarchy that prioritizes inputs depending on the degree to which they are observable. The three levels of the fair value hierarchy are as follows:
As at September 30, 2019, there were no changes in the levels in comparison to December 31, 2018. Financial instruments measured at fair value on the statement of financial position are summarized in levels of the fair value hierarchy as follows:
In Thousands of Dollars | ||||||||||||
Assets | Level 1 | Level 2 | Level 3 | Total | ||||||||
Investments | $ | 3,256 | $ | - | $ | 264 | $ | 3,520 | ||||
Warrants | - | 311 | - | 311 | ||||||||
Strategic Investments | 49 | - | - | 49 | ||||||||
Total | $ | 3,305 | $ | 311 | $ | 264 | $ | 3,880 |
The carrying value of receivables, accounts payable and accrued liabilities, advances from joint venture partners, and note payable approximate their fair value because of the short-term nature of these instruments.
The Company holds warrants exercisable into common shares of public companies. The warrants do not trade on an exchange and are restricted in their transfer. The fair value of the warrants was determined using the Black-Scholes pricing model using observable market information and thereby classified within Level 2 of the fair value hierarchy.
The Companys investment in IGC does not have a quoted market price in an active market and the Company has assessed a fair value of the investment based on IGCs unobservable net assets. As a result, the fair value is classified within Level 3 of the fair value hierarchy.
The process of estimating the fair value of IGC is based on inherent measurement uncertainties and is based on techniques and assumptions that emphasize both qualitative and quantitative information. There is no reasonable quantitative basis to estimate the potential effect of changing the assumptions to reasonably possible alternative assumptions on the estimated fair value of the investment.
Page 19
EMX ROYALTY CORPORATION |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
(Unaudited Expressed in Canadian Dollars) |
For the Nine Months Ended September 30, 2019 |
18. RISK AND CAPITAL MANAGEMENT: FINANCIAL INSTRUMENTS (Continued)
The Companys financial instruments are exposed to certain financial risks, including credit risk, interest rate risk, market risk, liquidity risk and currency risk.
Credit Risk
The Company is exposed to credit risk by holding cash and cash equivalents and receivables. This risk is minimized by holding a significant portion of the funds in Canadian banks. The Companys exposure with respect to its receivables is primarily related to royalty streams, recovery of project and royalty generation costs, and the sale of assets.
Interest Rate Risk
The Company is exposed to interest rate risk because of fluctuating interest rates. Management believes the interest rate risk is low given interest rates on promissory notes is fixed and the current low global interest rate environment. Fluctuation in market rates is not expected to have a significant impact on the Companys operations due to the short term to maturity and no penalty cashable feature of its cash equivalents.
Market Risk
The Company is exposed to market risk because of the fluctuating values of its publicly traded marketable securities and other company investments. The Company has no control over these fluctuations and does not hedge its investments. Based on the September 30, 2019 portfolio values, a 10% increase or decrease in effective market values would increase or decrease net shareholders equity by approximately $3.2 million.
Liquidity Risk
Liquidity risk is the risk that the Company is unable to meet its financial obligations as they come due. The Company manages this risk by careful management of its working capital to ensure the Companys expenditures will not exceed available resources.
Commodity Risk
The Companys royalty revenues are derived from a royalty interest and are based on the extraction and sale of precious and base minerals and metals. Factors beyond the control of the Company may affect the marketability of metals discovered.
Metal prices have historically fluctuated widely. Consequently, the economic viability of the Companys royalty interests cannot be accurately predicted and may be adversely affected by fluctuations in mineral prices.
Currency Risk
Foreign exchange risk arises when future commercial transactions and recognized assets and liabilities are denominated in a currency that is not the entitys functional currency. The Company operates in Canada, Turkey, Sweden, Australia, Norway, and the U.S.A. The Company funds cash calls to its subsidiary companies outside of Canada in US dollars and a portion of its expenditures are also incurred in local currencies.
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EMX ROYALTY CORPORATION |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
(Unaudited Expressed in Canadian Dollars) |
For the Nine Months Ended September 30, 2019 |
18. RISK AND CAPITAL MANAGEMENT: FINANCIAL INSTRUMENTS (Continued)
The exposure of the Companys cash and cash equivalents, restricted cash, receivables, convertible notes receivable, loans receivable, accounts payable and accrued liabilities, and loans payable to foreign exchange risk as at September 30, 2019 is as follows:
In Thousands of Dollars | |||
Accounts | US dollars | ||
Cash and cash equivalents | $ | 54,770 | |
Restricted cash | 2,879 | ||
Trade receivables | 2,462 | ||
Accounts payable and accrued liabilities | (442 | ) | |
Advances from joint venture partners | (2,823 | ) | |
Net exposure | $ | 56,846 | |
Canadian dollar equivalent | $ | 75,262 |
The balances noted above reflect the US dollar balances held within the parent company and any wholly owned subsidiaries. Balances denominated in another currency other than the functional currency held in foreign operations are considered immaterial. Based on the above net exposure as at September 30, 2019, and assuming that all other variables remain constant, a 10% depreciation or appreciation of the Canadian dollar against the US dollar would result in an increase/decrease of approximately $7,500,000 million in the Companys pre-tax profit or loss.
19. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
In Thousands of Dollars | ||||||
September 30, 2019 | December 31, 2018 | |||||
Cash | $ | 73,901 | $ | 85,979 | ||
Short-term deposits | 188 | 196 | ||||
Total | $ | 74,089 | $ | 86,175 |
The short-term deposits are used as collateral for the Companys credit cards.
Changes in non-cash working capital:
In Thousands of Dollars | ||||||
Nine Months Ended | ||||||
September 30, 2019 | September 30, 2018 | |||||
Accounts receivable | $ | 3,403 | $ | 1,104 | ||
Prepaid expenses | (80 | ) | (33 | ) | ||
Accounts payable and accrued liabilities | (4,822 | ) | (158 | ) | ||
Advances from joint venture partners | (71 | ) | (180 | ) | ||
$ | (1,570 | ) | $ | 733 |
The significant non-cash investing and financing transactions during the nine months ended September 30, 2019 included:
a. |
Recorded a loss through accumulated other comprehensive income of $16,000 related to the fair value adjustments on FVTPL investments; |
b. |
Reclass of $873,000 from reserves to share capital for options exercised; |
c. |
Adjusted non-current assets and liabilities for $343,000 related to cumulative translation adjustments ("CTA"), of which $399,000 relates to CTA loss on royalty interest, $62,000 relates to a CTA gain on deferred tax asset and $6,000 relates to CTA loss in the net assets of a subsidiary with a functional currency different from the presentation currency. |
Page 21
EMX ROYALTY CORPORATION |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
(Unaudited Expressed in Canadian Dollars) |
For the Nine Months Ended September 30, 2019 |
19. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (Continued)
The significant non-cash investing and financing transactions during the nine months ended September 30, 2018 included:
a) |
Recorded a loss through accumulated other comprehensive income of $49,108 related to the fair value adjustments on FVTPL investments; | |
b) |
Adjusted reserves and investment in associated companies for $246,718 related to share-based payments made by an associated company; | |
c) |
Adjusted non-current assets and liabilities for $516,603 related to cumulative translation adjustments ("CTA"), of which $590,818 relates to CTA gain on royalty interest, $48,318 relates to CTA gain on goodwill, $127,425 relates to a CTA loss on deferred tax liability and $3,892 relates to CTA gain in the net assets of a subsidiary with a functional currency different from the presentation currency; | |
d) |
Included in the investment in IGC $483,515 (US$370,000) for the value of shares received from IGC as part of a loan fee; | |
e) |
Reclass of $44,498 from reserves to share capital for options exercised; | |
f) |
Reclass of $23,825 from commitment to issue shares to share capital for share issued during the period. | |
g) |
Issued 381,321 shares valued at $602,487 or $1.58 per share pursuant to a credit facility. |
20. EVENT SUBSEQUENT TO THE REPORTING DATE
Subsequent to September 30, 2019 the Company entered into a Loan Agreement with Boreal Metals Corp. ("BMC") whereby the Company will loan $800,000 to BMC for one year, subject to TSX-V approval. BMC will pay an annual effective interest rate of 8.08% with a Loan Facility Bonus equal to 5% of the Loan Amount in cash at closing, or BMC has the option to postpone the Loan Facility Bonus subject to the same annual effective interest rate as the Loan Amount of 8.08% . The Company has the option to elect to receive the Bonus Fee in shares of BMC at not less than the market price of BMC common shares in accordance with TSX-V Policy. BMC is granting security to EMX in connection with the Loan consisting of: i) a pledge of the issued and outstanding shares of Iekelvare Minerals AB ("Iekelvare"), a wholly-owned subsidiary of BMC; ii) a guarantee of the Loan by Iekelvare; and iii) the obligation to transfer the Gumsberg License (or the issued and outstanding shares of Iekelvare) to the Company if the Loan is in default.
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EMX ROYALTY CORPORATION |
MANAGEMENTS DISCUSSION AND ANALYSIS |
NINE MONTHS ENDED SEPTEMBER 30, 2019 |
GENERAL
This Managements Discussion and Analysis ("MD&A") for EMX Royalty Corporation, (the "Company", "EMX") has been prepared based on information known to management as of November 7, 2019.
This MD&A is intended to help the reader understand the consolidated financial statements and should be read in conjunction with the condensed consolidated financial statements of the Company for the nine months ended September 30, 2019 prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). All dollar amounts included therein and in the following MD&A are in Canadian dollars except where noted.
COMPANY OVERVIEW
EMX Royalty Corporation is in the business of organically generating royalties derived from a portfolio of mineral property interests. The Company augments royalty generation with carefully selected royalty acquisitions and strategic investments. EMXs portfolio mainly consists of properties in North America, Europe, Turkey, and Australia. The Companys common shares are listed on the TSX Venture Exchange and the NYSE American Exchange under the symbol EMX.
HIGHLIGHTS FOR Q3 2019
Financial Update
Working capital at September 30, 2019 was $81.3 million, with cash comprising $74.1 million.
EMX had revenue of $1.2 million, loss from operations of $2.3 million, and after-tax loss of $2.4 million. Revenue includes royalty income, optioned property and other property income, interest, and gains on sales of properties and marketable securities. Other items affecting financial results in Q3 include $0.2 million in depletion costs, and a foreign exchange gain of $0.8 million.
Royalty generation costs totaled $3.6 million not including share-based payments of $1.2 million or recoveries from partners totaling $1.7 million.
General and administrative expenses totaled $1.2 million, which includes $0.5 million in salaries and consultants, $0.2 million in administrative costs, $0.3 million in professional fees and $0.2 million in investor relations costs.
Total cash used in operations excluding changes in non-cash working capital items was $2.6 million (see non-IFRS Measure).
Subsequent to September 30, 2019, the Company received $900 thousand (US$600 thousand) as a partial distribution of the amount owing from IG Copper LLC ("IGC") related to the sale of Malmyzh. Currently IGC is disputing a warranty claim by the buyer of Malmyzh. Further distributions to EMX, if any will be based upon the resolution of the warranty claim.
Operational Update
In North America, EMX received approximately $247 thousand (US$186 thousand) in revenue from the sale of 128 gold ounces from the Leeville royalty property in Nevada. In the southwestern U.S., partner funded copper exploration programs continued, incurring approximately $1 million in exploration expenditures. EMX's generative programs resulted in the acquisition of three gold projects in Idaho.
In Scandinavia, partner companies continued to advance multiple EMX royalty
properties, and EMX received reimbursements of approximately US$340 thousand
for expenditures on partner projects. EMX also continued to identify and
acquire new project opportunities, adding multiple new gold and nickel-copper
sulfide projects to the portfolio. Summer field programs concluded across
Scandinavia with the completion of a variety of sampling, mapping and
reconnaissance campaigns. These programs advanced existing royalty projects,
including the Gold Line royalty properties (see EMX News release dated
September 30, 2019) and Playfair Mining Ltds RKV project in Norway (see Playfair news release dated August
12, 2019), and also led to the identification of new royalty generation
projects for acquisition. Boreal Metals Corp. continued to produce encouraging
drill results from EMX's Gumsberg zinc-lead-silver royalty property in
Sweden's Bergslagen mining district (see Boreal News Release dated July 9,
2019). EMX is a leading explorer and holder of mineral rights in Scandinavia.
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In Turkey, the Company received $776 thousand (US$584 thousand) as pre-production payments. As well, the Company executed agreements for the sale of EMX's Alanköy and Trab-23 projects to Kar Mineral Madencilik insaat Turizm Sanayi ve Ticaret A.s., a privately owned Turkish Company, for gold bullion payments, work commitments, and 2.5% NSR royalty interests.
In Australia, EMX advanced the Queensland Gold project while undertaking discussions with potential partners.
Corporate Update
Jan Steiert, the Companys Chief Legal Officer since 2012 retired at the end of September. Her exceptional contributions over the past seven years have been a key piece to the success of EMX.
Malik Duncan joined the Company as General Counsel at the end of September Mr. Duncan has over 19 years of legal experience, having worked at several multinational corporations and joins EMX from Newmont Goldcorp Corporation. While at Newmont, he held various positions within the Office of the General Counsel and on the executive team of multiple business departments. Mr. Duncan has extensive experience in domestic and international transactions spanning North America, South America, Africa, Asia, and Australia. Prior to joining Newmont, he worked for Lockheed Martin Space and First Data Corporation. Mr. Duncan completed his JD/MBA at the University of Colorado at Boulder.
Rocio Echegaray will join the Company on November 18th as Corporate Secretary. Ms. Echegaray replaces Ms. Lori Pavle who held the position previously. Ms. Echegaray holds a law degree from the University Federico Villarreal in Lima, Peru. She has worked in the mining industry with publicly listed companies providing corporate secretarial services since 1998.
Subsequent to Q3, the Company entered into a Term Sheet and Loan Agreement with Boreal Metals Corp. ("BMC") dated October 22, 2019 whereby the Company will loan $800,000 (the "Loan Amount") to BMC for one year, subject to TSX-V approval. The Company has current ownership or control of 12.53% of BMC as reported by EMX in its press release dated October 31, 2019. BMC will pay an effective annual interest rate on the Loan Amount of 8.08% per annum along with a Loan Facility Bonus equal to 5% of the Loan Amount in cash at closing. BMC has the option to postpone the Loan Facility Bonus subject to the same effective annual interest rate as the Loan Amount of 8.08% per annum. The Company has the option to receive the Bonus Fee in shares of BMC at not less than the market price of BMC common shares in accordance with TSX-V Policy. BMC is granting security to the Company in connection with the Loan consisting of: i) a pledge of the issued and outstanding shares of Iekelvare Minerals AB ("Iekelvare"), a wholly-owned subsidiary of BMC; ii) a guarantee of the Loan by Iekelvare; and iii) the obligation to transfer the Gumsberg License (or the issued and outstanding shares of Iekelvare) to the Company if the Loan is in default.
ROYALTY PORTFOLIO REVIEW
EMX's royalty and mineral property portfolio totals over 100 projects on five continents. The following royalty portfolio review includes an overview of the work conducted in Q3 by the Company and its partners. For greater detail on the Companys royalty portfolio, including specifics on the royalty terms, please refer to the Companys website (www.EMXroyalty.com) and Asset Handbook.
North America
EMXs portfolio in North America includes 48 royalty and royalty generation properties in the United States and Canada. There are 23 royalty properties and properties optioned for an EMX royalty interest, five Alliance Exploration Projects (AEPs) that are being advanced under the South32 Regional Strategic Alliance ("RSA"), and 20 royalty generation properties available for partnership in Arizona, Nevada, Utah, and Wyoming. The Companys Q3 work focused on a) advancing the South32 RSA funded projects and generative exploration for copper in the southwest U.S., b) identifying royalty assets for purchase, and c) generative exploration for gold, resulting in the acquisition by staking of three new projects in Idaho.
Page 3
The Leeville 1% gross smelter return ("GSR") royalty covers portions of
West Leeville, Turf, Carlin East, Four Corners and other underground gold
mining operations and deposits in the Northern Carlin Trend of Nevada. The
Leeville royalty property is included in the Nevada Gold Mines LLC (NGM)
Barrick-Newmont Nevada joint venture. The Leeville royalty paid approximately
$247 thousand (US$186 thousand) during Q3. Royalty production totaled 128 troy
ounces of gold that were sourced from the West Leeville (69%), Carlin East
(19%) and Turf operations (12%).
NGM has recently emphasized the
"significant growth potential" of the Leeville Complex, which is partially
covered by EMX's Leeville royalty (see NGM Analyst Presentation dated
September 19, 2019). In particular, the positive potential noted by NGM
includes portions of the Four Corners, Rita K, and Full House deposits that
are partially covered by EMX's royalty, and have been the subject of drill
delineation and underground development. Although the Leeville royalty has
under-performed in 2019 relative to expectations, NGM's revitalized focus on
advancing the potential of the Leeville Complex highlights the upside
optionality of the Leeville royalty property.
EMX executed a purchase agreement for the sale of the Swift and Selena Carlin-style gold projects in Nevada to Ridgeline Minerals Corporation, a wholly-owned subsidiary of Carlin-Type Holding Ltd ("CTH"), a privately-held British Columbia corporation for cash, shares equal to 9.9% of the outstanding shares, and a 3.25% royalty as well as annual advanced royalties (see EMX news release dated May 30, 2019). In Q3, Ridgeline advanced Swift by the completion of a property-wide gravity survey and reconnaissance rock chip sampling.
In Alaska, EMX's royalty portfolio in the Goodpaster Mining district, which hosts the Pogo high-grade gold mine, consists of NSR interests ranging from 1%-3% that cover claim blocks aggregated as West Pogo, East Pogo, North Pogo, Divide, the Shaw-Eagle-LMS trend, and the LMS project. This royalty package was acquired from Millrock Resources Inc. (see EMX news releases dated April 24, 2019) and Corvus Gold Inc. (see EMX news release dated May 21, 2019). Millrock's Q3 Goodpaster work included applications for drill permits and heavy equipment access along the Pogo Mine road, as well as soliciting estimates for a five kilometer long drill road and a year-round water source. Completion of these preparations will position Millrock to conduct a drill program at the highly prospective West Pogo project in 2020 (see Millrock news release dated October 1, 2019).
Work continued under the RSA Agreement with South32 USA Exploration Inc. on five copper porphyry AEPs in Arizona. The work included compiling, integrating, and interpreting results from geologic mapping, geochemical sampling, and geophysical survey field programs in preparation for selecting priority drill targets in Q4, as well as identifying projects for consideration as Designated Projects. EMX also completed logistical preparations for a drill program scheduled to commence in early Q4 at the Copper Basin Designated Project. In addition to the AEP and Copper Basin efforts, generative work was conducted to identify new copper targets for acquisition within the framework of the RSA Agreement. Several new targets were identified for follow-up work and acquisition in Q4.
The Gold Bar South (GBS) royalty property, located ~40 kilometers northwest
of Eureka, Nevada, is controlled by
McEwen Mining Inc. ("MMI"). EMXs 1%
NSR royalty covers mineralization at the GBS sediment-hosted, oxide gold
deposit situated southeast of MMI's Gold Bar North mining operation. At GBS,
MMI completed a program of 125 drill holes in Q3. As reported by MMI in an
August 20, 2019 news release "several drill holes encountered significant
mineralization outside the existing resource. Economic studies and permitting
are underway with the objective of incorporating Gold Bar South into the
overall mine plan this year, and having permitting in place so that open pit
development could begin in late 2020."
Scandinavia
The Company's portfolio in Scandinavia totals 37 royalty and royalty generation projects, the majority of which are being advanced by partner companies. The Company continues to evaluate generative opportunities to grow the royalty portfolio in Sweden and Norway, with a focus on gold, polymetallic VMS and nickel-copper-cobalt projects. Applications for five new projects were filed in Q3, and EMX is advancing discussions with a number of companies regarding additional partnerships. Improvements in the capital markets and rising nickel and gold prices have led to heightened levels of interest in the available EMX projects.
Page 4
During Q3, Gold Line Resources ("GLR"), a private British Columbia company, completed geochemical sampling programs, ground magnetic geophysical surveys, detailed geologic mapping, and the sampling of historic drill holes from prospective zones of mineralization on EMX's package of Gold Line royalty properties. GLR also announced that it closed an oversubscribed private financing, having raised $912,750 to fund further exploration on the projects (see EMX news release dated September 30, 2019).
Playfair Mining (TSX.V-PLY) completed a surface geochemical program at EMX's Rostvangen-Vakkerlien royalty project in Norway (see Playfair Mining news releases dated August 12, 2019). The sampling programs targeted 24 prioritized areas. identified as prospective by Artificial Intelligence ("AI") methods (see www.playfairmining.com/news/playfair-completes-mmi-sampling-on-rkv-ai-targets-in-norway/ for more information). These include areas in and around historic VMS copper mines, as well as nickel-copper-cobalt sulfide prospects, and the projection of those zones of mineralization along a ~30kilometer long trend.
Boreal Metals Corp. (TSX.V-BMX) announced drill results from EMX's Gumsberg royalty property in Sweden's Bergslagen mining district. The program totaled seven core holes for 1,454.8 meters, and intersected mineralization that included an intercept of 8.04 meters (262.25-270.29 m) averaging 5.12% zinc, 2.27% lead and 93 g/t silver at the Ostra Silvberg prospect (true width approximately 50% of reported interval length) (see Boreal news release dated July 9, 2019). Boreal is planning to follow-up on the encouraging drill results from Ostra Silvberg, as well as in the Vallberget-Loberget area.
The option agreement for the Slättberg nickel-copper-cobalt project with Sienna Resources (TSX.V-SIE) was extended to December 31, 2019. Under the revised agreement, Sienna will spend at least $250,000 on exploration during the new option period. All other terms of the agreement remain the same (see EMX news release dated December 4, 2017 for the original agreement terms). As a subsequent event, Sienna announced that drilling was underway at Slättberg (see Sienna news release dated October 4, 2019).
Work continued on the Riddarhyttan project in southern Sweden during Q3, where EMX and partner company South32 commenced a 2,500 meter Phase II drill program to follow-up on the Phase I program completed in Q2.
EMX holds an effective 0.5% to 1.0% NSR royalty interest on the Viscaria copper project located in the Kiruna mining district of northern Sweden. In Q3, owner Copperstone Resources AB announced the commencement of an 8,000 meter drill campaign at Viscaria (see Copperstone Resources News Release dated September 16, 2019).
Serbia
The Company has three royalty properties in Serbia, including the Brestovac 0.5% NSR royalty covering the Cukaru Peki deposit's Upper Zone high grade copper-gold project and the Lower Zone porphyry copper-gold project (note: the royalty percentage is subject to reduction only as provided in the royalty agreement). EMX also has the Brestovac West royalty covering ground directly to the west of Cukaru Peki which includes NSR royalties of 2% for gold and silver and 1% for all other metals. The Brestovac and Brestovac West royalty properties are included in what has been termed the "Timok Project". Zijin Mining Group Co. Ltd. controls 100% of the Upper Zone, and is in a joint venture with Freeport on the Lower Zone.
In Q3 it was disclosed that Zijin had executed contracts for development of the Upper Zone, and expects initial production in 2021 (see www.zijinmining.com). Further, in September, 2019 it was announced that a Memorandum of Undertsanding ("MOU") was signed between the Government of the Republic of Serbia and Zijin, providing a framework for the development of the Cukaru Peki Upper Zone high grade copper-gold project (see www.rakita.net/en/2019/09/07/agreement-on-construction-of-the-cukaru-peki-mine-was-signed/).
Turkey
EMX holds six royalty properties in Turkeys Western Anatolia and Eastern Pontides mineral belts. During Q3, the Company partnered the Trab 23 and Alankoy projects, while supporting its existing partners. All projects in Turkey are now partnered. This fulfills an important Company goal for EMX.
Page 5
The Turkish operator of EMX's Sisorta royalty property, Bahar Madencilik Sinayi ve Ticaret Ltd Sti, made an AMR payment to EMX of US$125 thousand. Bahar is awaiting approval of its Environmental Impact Assessment proposal before advancing the project towards development.
The Turkish operator of EMX's Akarca royalty property, Çiftay insaat Taahhüt ve Ticaret A.s., made a 300 ounce gold payment as the cash equivalent of US$459 thousand. Çiftay is awaiting drill permits in order to advance the project.
The Golcuk royalty property was relinquished to the Turkish goverment by operator Pasinex Resources Limited.
Australia
The Company's portfolio in Australia totals three royalty and royalty generation projects. During Q3 the Company advanced the Queensland Gold project while evaluating new royalty generation opportunities.
Qualified Persons
Michael P. Sheehan, CPG, a Qualified Person as defined by NI 43-101 and employee of the Company, has reviewed, verified and approved the above technical disclosure on North America. Eric P. Jensen, CPG, a Qualified Person as defined by NI 43-101 and employee of the Company, has reviewed, verified and approved the above technical disclosure on Scandinavia, Serbia, Turkey, and Australia.
OUTLOOK
The Company is utilizing a strong balance sheet to further grow its pipeline of royalty and royalty generation mineral properties. EMX ended Q3 with working capital of $81.3 million, including $72.4 million in cash. EMX is organically generating new royalty properties, while striving to selectively acquire royalty interests and make strategic investments. In Q3, the Company was particularly successful in adding prospective new royalty generation properties in the western U.S. and Scandinavia.
EMX continues to see strong industry interest in its royalty generation properties. In Q3, this interest was marked by the execution of agreements for the sale of EMX's Alanköy and Trab-23 exploration projects (the "Projects") in Turkey to Kar Mineral Madencilik insaat Turizm Sanayi ve Ticaret A.s.. The Kar transaction resulted in the achievement of a major Company goal of having all of EMX's projects in Turkey converted to royalty interests. As EMX continues to execute new agreements for the available royalty generation properties, more than $15 million is expected to be spent by partners advancing EMX's royalty properties during 2019, principally in Scandinavia and the western U.S.
Importantly, two of the Company's key assets, the Leeville royalty in Nevada and the Timok Project royalty in Serbia, are the focus of exploration and development by Nevada Gold Mines LLC and Zijin Mining Group Ltd, respectively. NGM is delineating new reserves, resources, and mineralized trends at Leeville, while Zijin is proceeding on a timeline for initial Upper Zone production in 2021.
Page 6
The Company's goal is to sustain its royalty generation, royalty acquisition, and strategic investment activities with positive cash flow, as was realized in 2018. The combination of revenue from strategic investments, royalties, advance royalties and other pre-production cash payments has been increasing over time. Continuing into the last quarter of 2019, EMX is well funded to identify new strategic investment opportunities, while further developing a pipeline of royalty and royalty generation mineral properties that provide multiple opportunities for additional cash flow, as well as exploration and production success.
RESULTS OF OPERATIONS
Three Months Ended September 30, 2019
The loss from operations for the three months ended September 30, 2019 ("Q3-2019") was $2.3 million compared to $4.1 million for the prior periods comparative quarter ("Q3-2018"). The net loss from operations was comprised of revenues and other income for Q3-2019 of $1.2 million (Q3-2018 - $0.8 million) offset by costs and expenses totaling $3.5 million for Q3-2019 compared to $4.8 million for Q3-2018. Other losses for the three months ended September 30, 2019 totalled $0.1 million compared to losses of $1.6 million for the comparative period. The net loss for the period was $2.4 million (Q3 2018 - $5.3 million).
Revenues
The Company earns various sources of revenue including royalty income, interest, gains related to the sale of mineral properties and sale of marketable securities, and option revenue earned from mineral property agreements including operator fees on managed projects.
For the three months ended September 30, 2019 compared to September 30, 2018, EMX had the following revenues:
In Thousands of Dollars | ||||||
Revenue and other income for the three months | September 30, | September 30, | ||||
ended | 2019 | 2018 | ||||
Royalty revenue | $ | 630 | $ | 560 | ||
Interest income | 343 | 142 | ||||
Optioned property and other property income | 239 | 111 | ||||
Loss on sale of projects | - | (57 | ) | |||
$ | 1,212 | $ | 756 |
Royalty revenue included $247 thousand (Q3 2018 - $560 thousand) in royalty income earned from 128 (Q3-2018 358) ounces of gold, and $383 thousand (Q3 2018 - $202 thousand) in AMRs and other preproduction payments received. The decrease for the three months ended September 30, 2019 compared to September 30, 2018 for royalty income was mainly the result of a decrease in production ounces received in the current period. In Q3 2019, the average realized gold price for the Leeville royalty was US$1,476 (Q3 2018 - US$1,214) per ounce. Net royalty income from the Leeville royalty will fluctuate as result of a combination of ounces received, average price per ounce, and foreign exchange as a result of the Leeville royalty being paid in USD. The Company also receives additional AMRs related to other projects and included in royalty income which timing of receipt can fluctuate.
Interest income was earned on the substantial cash balance the Company holds as a result of the prior year distribution from IG Copper's 2018 sale of Malmyzh.
The increase in option property and other property income is the result of an increase in operators and management fees earned from partners in Europe and the US.
Page 7
Costs and Expenses
Costs and expenses are comprised of expenditures incurred by the Company to carry out the royalty generation operations and advancement of projects, as well as marketing and communications. Included in these costs is general and administrative costs for the three months ended September 30, 2019 and 2018 comprised of the following:
In Thousands of Dollars | ||||||
General and administrative expenses for the three | September 30, | September 30, | ||||
months ended | 2019 | 2018 | ||||
Salaries, consultants, and benefits | $ | 492 | $ | 336 | ||
Professional fees | 269 | 141 | ||||
Investor relations and shareholder information | 201 | 130 | ||||
Transfer agent and filing fees | 12 | 23 | ||||
Administrative and office | 234 | 178 | ||||
Travel | 34 | 12 | ||||
$ | 1,242 | $ | 820 |
The Company has made substantial efforts to date in 2019 related to marketing and communications of both the Company and project portfolio, including the attendance at more industry trade shows. The result is an increase in investor relations and shareholder information costs. Professional fees are incurred depending on acquisition due diligence and other matters which require legal and tax advice and are expected to fluctuate between periods. Many of our personnel expenditures companywide are denominated in United States dollars ("USD") and an increase or decrease in the value of the USD compared to the Canadian dollar, which is our reporting currency, will increase or decrease expenditures.
Project and Royalty Generation Costs, Net of Recoveries
Net Royalty generation costs decreased from $2.6 million in Q3-2018 to $1.9 million in Q3-2019 on a net basis. This is a result of an increase in expenditures of $0.2 million in Q3-2019 compared to Q3-2018 including $Nil (Q3-2018 - $0.7 million) of share-based compensation, offset with an increase in recoveries from partners by $0.9 million in Q3-2019 compared to Q3-2018. Royalty generation costs and recoveries from partners vary from period to period depending on the level of activity incurred and comparison between periods does not accurately reflect the activity with the Company. The increase in recoveries for Q3-2019 compared to Q3-2018 is directly related to cost recoveries on multiple projects partnered with Boreal and Gold Line in Sweden and Norway, and South32 in Sweden and the US. See the highlights, royalty and project review sections for current activities.
Other
For Q3-2019, the Company incurred a foreign exchange gain of $0.8 million compared to a foreign exchange loss of $0.05 million in Q3-2018. This was directly related to the Company holding significant $US cash balances received in October 2018 related to IG Copper's 2018 sale of Malmyzh.
Nine months ended September 30, 2019
The net loss for the nine months ended September 30, 2019 ("current period) was $11.9 million compared to $10.9 million for the prior years comparative period ("prior period"). The loss for the current period was made up of revenues of $3.7 million (2018 - $2.3 million), costs and expenses totaling $12.6 million (2018 - $9.7 million), and other losses totaling $3.0 million (2018 - $4.4 million).
The significant items to note for the current period compared to the prior period are consistent with the significant items for the Q3-2019 and Q3-2018 discussion. In addition, some items to note are:
Page 8
In the current period, the Company granted 1,680,000 stock options and granted 346,865 incentive stock grants for aggregate share-based payments of $2.2 million (2018 - $1.6 million) as they relate to the fair value of stock options vested during the period, the fair value of incentive stock grants, and the fair value of share based compensation settled in cash.
For 2019, the Company incurred a foreign exchange loss of $2.5 million compared to a foreign exchange gain on $0.05 million in 2018. This was directly related to the Company holding significant $US cash balances received in October 2018 related to IG Copper's 2018 sale of Malmyzh.
LIQUIDITY AND CAPITAL RESOURCES
The Company considers items included in shareholders equity as capital. The Companys objective when managing capital is to safeguard the Companys ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders.
As at September 30, 2019, the Company had working capital of $81 million (December 31, 2018 - $89 million). The Company has continuing royalty income that will vary depending on royalty ounces received, the price of gold, and foreign exchange rates on US royalty payments. The Company manages the capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue new shares through public and/or private placements, sell assets, or return capital to shareholders.
As a result of the Companys former investment in an associated entity, IGC (Note 8) the Company was due an additional distributions of $2.6 million (US$2 million) related to escrow funds subject to certain conditions and is expected to be released from escrow pending any warranty claims during 2019. Subsequent to September 30, 2019, the Company received US$697,000 as partial payment on the additional amount due.
Management believes with the distribution received as part of the sale of Malmyzh, it will have sufficient working capital to undertake its current business and the budgets associated with those plans for the next twelve months and the foreseeable future.
Operating Activities
Cash used in operations was $9.2 million for the nine months ended September 30, 2019 (2018 - $4.4 million) and represents expenditures primarily on royalty generation and general and administrative expense for both periods, offset by royalty income received in the year. A significant component of cash used in operations was the payment of liabilities accrued as at December 31, 2018 including strategic success bonuses, offset by the $2.6 million payment from IGC, and partner advances related to ongoing programs.
Financing Activities
The total cash provided by financings during the nine months ended September 30, 2019 was $1.8 million (2018 $6.4 million). The proceeds in the current period were related to the exercise of stock options. The proceeds in the comparative period were comprised of a net of $6.4 million from a credit facility entered into net of repayments, and $86 thousand from the exercise of stock options.
Investing Activities
Cash used in investing activities for the nine months ended September 30, 2019 was $2.1 million compared to $0.7 million for the nine months ended September 30, 2018.
Some of the significant cash investment activities during three months ended September 30, 2019:
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OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this MD&A, the Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company, including, and without limitation, such considerations as liquidity and capital resources.
QUARTERLY INFORMATION
In Thousands of Dollars, Except Per Share Amounts | ||||||||||||
Fiscal quarter ended | September 30, 2019 | June 30, 2019 | March 31, 2019 | December 31, 2018 | ||||||||
Revenue and other income | $ | 1,212 | $ | 1,074 | $ | 1,415 | $ | 530 | ||||
Project and royalty generation costs | (3,638 | ) | (5,887 | ) | (1,874 | ) | 1,491 | |||||
Recoveries from partners | 1,714 | 1,669 | 788 | (458 | ) | |||||||
Share-based payments | 114 | 908 | - | 220 | ||||||||
Net income(loss) for the period | (2,391 | ) | (6,742 | ) | (2,787 | ) | 73,027 | |||||
Basic earnings (loss) per share | (0.03 | ) | (0.08 | ) | (0.03 | ) | 0.92 | |||||
Diluted earnings (loss) per share | (0.03 | ) | (0.08 | ) | (0.03 | ) | 0.91 |
In Thousands of Dollars, Except Per Share Amounts | ||||||||||||
Fiscal quarter ended | September 30, 2018 | June 30, 2018 | March 31, 2018 | December 31, 2017 | ||||||||
Revenue and other income | $ | 560 | $ | 756 | $ | 1,238 | $ | 804 | ||||
Project and royalty generation costs | 3,428 | (1,489 | ) | (1,733 | ) | 1,654 | ||||||
Recoveries from partners | (924 | ) | 216 | 422 | (1,212 | ) | ||||||
Share-based payments | 807 | - | 5 | 911 | ||||||||
Net loss for the period | (5,287 | ) | (5,287 | ) | (1,924 | ) | (323 | ) | ||||
Basic loss per share | (0.07 | ) | (0.07 | ) | (0.02 | ) | (0.01 | ) | ||||
Diluted loss per share | (0.07 | ) | (0.07 | ) | (0.02 | ) | (0.01 | ) |
Certain comparative figures have been reclassified to conform to the current period presentation.
As a result of the reclassifications, loss from operations for the nine months ended September 30, 2018 decreased by $382 thousand as a result of including certain items previously classified as non-operating into revenue and other income including $365 thousand related to the gain on sale of projects, $234 thousand of interest income, and a loss of $217 thousand from the sale of marketable securities. There was no change to the net loss for the period.
RELATED PARTY TRANSACTIONS
The aggregate value of transactions and outstanding balances relating to key management personnel and directors were as follows:
In Thousands of Dollars | |||||||||
Share-based | |||||||||
For the nine months ended September 30, 2019 | Salary or Fees | Payments | Total | ||||||
David M. Cole, President and CEO | $ | 324 | $ | 266 | $ | 590 | |||
Christina Cepeliauskas, Chief Financial Officer | - | 121 | 121 | ||||||
Jan Steiert, Former Chief Legal Officer | 197 | 121 | 318 | ||||||
Brian Levet, Director | 18 | 65 | 83 | ||||||
Brian Bayley, Director | 18 | 65 | 83 | ||||||
Larry Okada, Director | 18 | 65 | 83 | ||||||
Michael Winn, Director | 60 | 87 | 147 | ||||||
Seabord Services Corp. (2) | 333 | - | 333 | ||||||
Total | $ | 968 | $ | 790 | $ | 1,758 |
Page 10
In Thousands of Dollars | |||||||||
Share-based | |||||||||
For the nine months ended September 30, 2018 | Salary or Fees | Payments | Total | ||||||
David M. Cole, President and CEO | $ | 339 | $ | 213 | $ | 552 | |||
Christina Cepeliauskas, Chief Financial Officer | - | 57 | 57 | ||||||
Kim Casswel, F ormer Corporate Secretary | - | 4 | 4 | ||||||
Jan Steiert, Former Chief Legal Officer | 205 | 57 | 262 | ||||||
Brian Levet, Director | 18 | - | 18 | ||||||
Brian Bayley, Director | 18 | - | 18 | ||||||
Larry Okada, Director | 18 | - | 18 | ||||||
Michael Winn, Director | 58 | 77 | 135 | ||||||
Seabord Services Corp. (2) | 323 | - | 323 | ||||||
Total | $ | 979 | $ | 408 | $ | 1,387 |
In Thousands of Dollars | |||||||||
Related Party Assets and Liabilities | Service or Term | September 30, 2019 | December 31, 2018 | ||||||
Amounts due to: | |||||||||
David M. Cole, President and CEO | Salary and Bonus | $ | 5 | $ | 1,501 | ||||
Christina Cepeliauskas, Chief Financial Officer | Bonus and expense reimbursement | - | 238 | ||||||
Jan Steiert, Former Chief Legal Officer | Bonus | 11 | 239 | ||||||
Brian Levet, Director | Fees | 6 | 6 | ||||||
Brian Bayley, Director | Fees | 5 | 5 | ||||||
Michael Winn, Director | Fees and Bonus | 20 | 1,370 | ||||||
Larry Okada, Director | Fees | 6 | 6 | ||||||
$ | 53 | $ | 3,365 |
(1) Directors fees include US$5 thousand per month and the balance as at December 31, 2018 included US$1 million discretionary bonus paid to the Companys non-Executive Chairman, who does not receive the fees paid to the other independent directors.
(2) Seabord Services Corp. ("Seabord") is a management services company controlled by the Chairman of the Board. Seabord provides a Chief Financial Officer, a Corporate Secretary, accounting staff, administration staff and office space to EMX. The Chief Financial Officer and Corporate Secretary are employees of Seabord and are not paid directly by EMX.
On October 16, 2017, the Company issued a note receivable to Revelo Resources Corp. (TSX-V: RVL), a related party by way of a common director for the principal amount of $400 thousand. The note was due on December 31, 2017, together with accrued interest at a rate of 1% per month and a bonus of $20 thousand. As at September 30, 2019, the balance owed to the Company pursuant to the note was $514 thousand (December 31, 2018 - $478 thousand) including accrued interest and bonus fee. The Company continues discussions with RVL on options for repayment of the outstanding balance.
During the nine months ended September 30, 2019, Jan Steiert retired as the Chief Legal Officer for the Company.
NEW ACCOUNTING PRONOUNCEMENTS
Accounting standards adopted during the year
Please refer to the unaudited consolidated financial statements for the three and nine months ended September 30, 2019 and audited consolidated financial statements for the year ended December 31, 2018 on www.sedar.com.
Accounting pronouncements not yet effective
Please refer to the unaudited consolidated financial statements for the three and nine months ended September 30, 2019 and audited consolidated financial statements for the year ended December 31, 2018 on www.sedar.com.
RISK AND CAPITAL MANAGEMENT: FINANCIAL INSTRUMENTS
Please refer to the unaudited consolidated financial statements for the three and nine months ended September 30, 2019 and audited consolidated financial statements for the year ended December 31, 2018 on www.sedar.com.
Page 11
Critical Accounting Judgments and Significant Estimates and Uncertainties
The critical judgments and estimates applied in the preparation of the Companys unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2019 are consistent with those applied in the Companys December 31, 2018 audited consolidated financial statements.
RISKS AND UNCERTAINTIES
The Company has identified the following risks and uncertainties which are consisted with those risks identified for the year ended December 31, 2018: Mineral Property Exploration Risks, Revenue and Royalty Risks, Financing and Share Price Fluctuation Risks, Foreign Countries and Political Risks, Competition, Return on Investment Risk, No Assurance of Titles or Borders, Unknown Defects or Impairments in Our Royalty or Streaming Interests, Operators Interpretation of Our Royalty and Stream Interests; Unfulfilled Contractual Obligations, Currency Risks, Exploration Funding Risk, Insured and Uninsured Risks, Environmental Risks and Hazards, Fluctuating Metal Prices,Extensive Governmental Regulation and Permitting Requirements Risks, Key Personnel Risk, Conflicts of Interest, Passive Foreign Investment Company, Corporate Governance and Public Disclosure Regulations and Internal Controls over Financial Reporting.
For details on the above risks and uncertainties, please refer to the MD&A for the year ended December 31, 2018 on www.sedar.com.
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Management is responsible for establishing and maintaining disclosure controls and procedures, which provide reasonable assurance that material information relating to the Company and its subsidiaries is accumulated and communicated to management to allow timely decisions regarding required disclosure. Management has evaluated the effectiveness of its disclosure controls and procedures as of September 30, 2019 and believes its disclosure controls and procedures are effective.
Internal Control over Financial Reporting
The Companys management, with the participation of its CEO and CFO, are responsible for establishing a system of internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS as issued by the IASB. There have been no changes in the Companys internal control over financial reporting that occurred during the period ended September 30, 2019, that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
OUTSTANDING SHARE DATA
At November 7, 2019, the Company had 82,419,760 common shares issued and outstanding. There were also 6,814,700 stock options outstanding with expiry dates ranging from December 22, 2019 to September 30, 2024.
FORWARD-LOOKING INFORMATION
This MD&A may contain forward-looking statements. These forward-looking statements may include statements regarding perceived merit of properties, exploration results and budgets, mineral reserves and resource estimates, work programs, capital expenditures, operating costs, cash flow estimates, production estimates and similar statements relating to the economic viability of a project, timelines, strategic plans, completion of transactions, market prices for metals or other statements that are not statements of fact. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Statements concerning mineral resource estimates may also be deemed to constitute "forward-looking statements" to the extent that they involve estimates of the mineralization that will be encountered if the property is developed.
Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as "expects", "anticipates", "believes", "plans", "projects", "estimates", "assumes", "intends", "strategy", "goals", "objectives", "potential", "possible" or variations thereof or stating that certain actions, events, conditions or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.
Page 12
Forward-looking statements are based on a number of material assumptions, including those listed below, which could prove to be significantly incorrect:
Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation:
Page 13
This list is not exhaustive of the factors that may affect any of the Companys forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors.
The Companys forward-looking statements are based on the beliefs, expectations and opinions of management on the date of this MD&A, and the Company does not assume any obligation to update forward-looking statements if circumstances or managements beliefs, expectations or opinions should change, except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.
More information about the Company including its recent financial reports is available on SEDAR at www.sedar.com. The
Companys Annual Report on Form 20-F, including the recent financial reports, is available on SECs EDGAR website at www.sec.gov and on the Companys website at www.EMXroyalty.com.
Cautionary Note to Investors Concerning Estimates of Inferred, Indicated and Measured Resources
The MD&A may use the terms "Inferred", "Indicated", and "Measured" mineral resources. EMX advises investors that although these terms are recognized and required by Canadian regulations under National Instrument 43-101 ("NI 43-101"), the U.S. Securities and Exchange Commission ("SEC") does not recognize these terms under Industry Guide 7. The Company notes that on October 31, 2018, the SEC adopted amendments to modernize the property disclosure requirements for mining registrants, and related guidance, which are currently set forth in Item 102 of Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934, and in Industry Guide 7. The amendments consolidate mining property disclosure requirements by relocating them to a new subpart of Regulation S-K (Subpart 1300). The amendments will more closely align disclosure requirements and policies for mining properties with current industry and global regulatory practices and standard. Registrants must comply with the new rules for the first fiscal year beginning on or after January 1, 2021.
Investors are cautioned that Inferred resources have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. Geological evidence is sufficient to imply, but not verify, geological and grade continuity of Inferred mineral resources. It is reasonably expected that the majority of Inferred resources could be upgraded to Indicated resources with continued exploration. Under Canadian rules, estimates of Inferred mineral resources may not be converted to a mineral reserve, or form the basis of economic analysis, production schedule, or estimated mine life in publicly disclosed Pre-Feasibility or Feasibility Studies, or in the Life of Mine plans and cash flow models of developed mines. Inferred mineral resources can only be used in economic studies as provided under NI 43-101. U.S. investors are cautioned not to assume that part or all of an Inferred resource exists, or is economically or legally mineable. U.S. investors are further cautioned not to assume that any part or all of a mineral resource in the Measured and Indicated categories will ever be converted into reserves.
EMX has included a performance measure in this news release that does not have any standardized meaning prescribed by International Financial Reporting Standards ("IFRS"). The Company has used the non-IFRS measure of operating cash flows excluding changes in non-cash working capital. This measure is calculated by adding back the decrease or subtracting the increase in changes in non-cash working capital to or from cash provided by (used in) operating activities. The presentation of this non-IFRS measure 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. Other companies may calculate these non-IFRS measures differently. Note these figures have not been audited and are subject to change.
Page 14
Form 52-109F2 |
Certification of Interim Filings |
Full Certificate |
I, David M. Cole, Chief Executive Officer of EMX Royalty Corporation, certify the following:
1. |
Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of EMX Royalty Corporation (the "issuer") for the interim period ended September 30, 2019. | ||
2. |
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. | ||
3. |
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. | ||
4. |
Responsibility: The issuers other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers Annual and Interim Filings, for the issuer. | ||
5. |
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuers other certifying officer(s) and I have, as at the end of the period covered by the interim filings | ||
(a) |
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that | ||
(i) |
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and | ||
(ii) |
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and | ||
(b) |
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuers GAAP. | ||
5.1 |
Control framework: The control framework the issuers other certifying officer(s) and I used to design the issuers ICFR is Internal Control Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission. | ||
5.2 |
ICFR material weakness relating to design: N/A | ||
5.3 |
Limitation on scope of design: N/A | ||
6. |
Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuers ICFR that occurred during the period beginning on August 1, 2019 and ended on September 30, 2019 that has materially affected, or is reasonably likely to materially affect, the issuers ICFR. |
Date: November 14, 2019 |
"David M. Cole" |
David M. Cole |
President and Chief Executive Officer |
1
Form 52-109F2 |
Certification of Interim Filings |
Full Certificate |
I, Christina Cepeliauskas, Chief Financial Officer of EMX Royalty Corporation, certify the following:
1. |
Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of EMX Royalty Corporation (the "issuer") for the interim period ended September 30, 2019. | ||
2. |
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. | ||
3. |
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. | ||
4. |
Responsibility: The issuers other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers Annual and Interim Filings, for the issuer. | ||
5. |
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuers other certifying officer(s) and I have, as at the end of the period covered by the interim filings | ||
(a) |
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that | ||
(i) |
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and | ||
(ii) |
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and | ||
(b) |
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuers GAAP. | ||
5.1 |
Control framework: The control framework the issuers other certifying officer(s) and I used to design the issuers ICFR is Internal Control Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission. | ||
5.2 |
ICFR material weakness relating to design: N/A | ||
5.3 |
Limitation on scope of design: N/A | ||
6. |
Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuers ICFR that occurred during the period beginning on August 1, 2019 and ended on September 30, 2019 that has materially affected, or is reasonably likely to materially affect, the issuers ICFR. |
Date: November 14, 2019
"Christina Cepeliauskas"
Christina Cepeliauskas
Chief Financial Officer
1
NEWS RELEASE
EMX Royalty Announces Third Quarter 2019 Results & Provides Update
Vancouver, British Columbia, November 14, 2019 (TSX Venture: EMX; NYSE American: EMX) - EMX Royalty Corporation (the "Company" or "EMX") is pleased to report results for the quarter ended September 30, 2019. The Company's filings for the quarter are available on SEDAR at www.sedar.com, on the U.S. Securities and Exchange Commission's website at www.sec.gov and on EMX's website at www.EMXroyalty.com. Financial results were prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, and are expressed in Canadian dollars unless otherwise stated.
HIGHLIGHTS FOR Q3 2019
Financial Update
Operational Update
______________________
1 See NGM Analyst Presentation dated September 19, 2019.
Suite 501 - 543 Granville Street, Vancouver, British Columbia V6C 1X8, Canada
Tel: (604) 688-6390 Fax: (604) 688-1157
www.EMXroyalty.com
2
Partner funded copper exploration programs continued in the southwestern U.S., incurring approximately $1 million in exploration expenditures. Much of this work was conducted under the RSA Agreement with South32 USA Exploration Inc. on five copper porphyry Alliance Exploration Projects ("AEP") in Arizona. EMX also completed logistical preparations for a drill program scheduled to commence in early Q4 at the Copper Basin Designated Project. In addition to the AEP and Copper Basin efforts, generative work was conducted to identify new copper targets for acquisition within the framework of the RSA Agreement.
Generative field work led to EMX adding three royalty generation gold projects to the portfolio in Idaho through staking during Q3. These projects are district-scale land positions and are available for partnership.
EMX's royalty portfolio in Alaska's Goodpaster Mining district, which hosts the Pogo high-grade gold mine, consists of NSR interests ranging from 1%-3% that cover claim blocks aggregated as West Pogo, East Pogo, North Pogo, Divide, the Shaw-Eagle-LMS trend, and the LMS project. This royalty package was acquired from Millrock Resources Inc. and Corvus Gold Inc.2 Millrock worked on completing preparations that will position it to conduct a drill program at the highly prospective West Pogo project in 2020.3
Summer field programs concluded across Scandinavia with the completion of a variety of sampling, mapping and reconnaissance campaigns. These programs advanced existing royalty projects, including the Gold Line royalty properties4 and Playfair Mining Ltd's RKV project in Norway5, and also led to the identification of new royalty generation projects for acquisition.
Boreal Metals Corp. continued to produce encouraging drill results from EMX's Gumsberg zinc-lead-silver royalty property in Sweden's Bergslagen mining district (see Boreal News Release dated July 9, 2019).
EMX is a leading explorer and holder of mineral rights in Scandinavia.
________________________________________
2 See EMX news releases dated April 24, 2019 and May 21, 2019.
3 See Millrock news release dated October 1, 2019.
4 See EMX news release dated September 30, 2019.
5 See Playfair news release dated August 12, 2019.
6 See http://www.zijinmining.com/business/product-detail-47444/
7 See www.rakita.net/en/2019/09/07/agreement-on-construction-of-the-cukaru-peki-mine-was-signed/
8 See non-IFRS measure below.
Suite 501 - 543 Granville Street, Vancouver, British Columbia V6C 1X8, Canada
Tel: (604) 688-6390 Fax: (604) 688-1157
www.EMXroyalty.com
3
Corporate Update
OUTLOOK
The Company is utilizing a strong balance sheet to further grow its pipeline of royalty and royalty generation mineral properties. EMX ended Q3 with working capital of $80.7 million, including $72.4 million in cash. EMX is organically generating new royalty properties, while striving to selectively acquire royalty interests and make strategic investments. In Q3, the Company was particularly successful in adding prospective new royalty generation properties in the western U.S. and Scandinavia.
EMX continues to see strong industry interest in its royalty generation properties. In Q3, this interest was marked by the execution of agreements for the sale of EMX's Alanköy and Trab-23 exploration projects in Turkey to Kar Mineral Madencilik İnşaat Turizm Sanayi ve Ticaret A.Ş.. The Kar transaction resulted in the achievement of a major Company goal of having all projects in Turkey converted to royalty interests. As EMX continues to execute new agreements for the available royalty generation properties, more than $15 million is expected to be spent by partners advancing EMX's royalty properties during 2019, principally in Scandinavia and the western U.S.
Suite 501 - 543 Granville Street, Vancouver, British Columbia V6C 1X8, Canada
Tel: (604) 688-6390 Fax: (604) 688-1157
www.EMXroyalty.com
4
Importantly, two of the Company's key assets, the Leeville royalty in Nevada and the Timok Project royalty in Serbia, are the focus of exploration and development by Nevada Gold Mines LLC and Zijin Mining Group Ltd, respectively. NGM is delineating new reserves, resources, and mineralized trends at Leeville, while Zijin is proceeding on a timeline for initial Upper Zone production in 2021.
The Company's goal is to sustain its royalty generation, royalty acquisition, and strategic investment activities with positive cash flow, as was realized in 2018. The combination of revenue from strategic investments, royalties, advance royalties and other pre-production cash payments has been increasing over time. Continuing into the last quarter of 2019, EMX is well funded to identify new strategic investment opportunities, while further developing a pipeline of royalty and royalty generation mineral properties that provide multiple opportunities for additional cash flow, as well as exploration and production success.
QUALIFIED PERSONS
Michael P. Sheehan, CPG, a Qualified Person as defined by NI 43-101 and employee of the Company, has reviewed, verified and approved the above technical disclosure on North America.
Eric P. Jensen, CPG, a Qualified Person as defined by NI 43-101 and employee of the Company, has reviewed, verified and approved the above technical disclosure on Turkey, Scandinavia, and Australia.
About EMX. EMX is a precious and base metals royalty company. EMX's investors are provided with discovery, development, and commodity price optionality, while limiting exposure to risks inherent to operating companies. The Company's common shares are listed on the TSX Venture Exchange and the NYSE American Exchange under the symbol EMX. Please see www.EMXroyalty.com for more information.
For further information contact:
David M. Cole | Scott Close | Isabel Belger |
President and Chief Executive Officer | Director of Investor Relations | Investor Relations (Europe) |
Phone: (303) 979-6666 | Phone: (303) 973-8585 | Phone: +49 178 4909039 |
Dave@EMXroyalty.com | SClose@EMXroyalty.com | IBelger@EMXroyalty.com |
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This news release may contain "forward looking statements" that reflect the Company's current expectations and projections about its future results. These forward-looking statements may include statements regarding perceived merit of properties, exploration results and budgets, mineral reserves and resource estimates, work programs, capital expenditures, timelines, strategic plans, market prices for precious and base metal, or other statements that are not statements of fact. When used in this news release, words such as "estimate," "intend," "expect," "anticipate," "will", "believe", "potential" and similar expressions are intended to identify forward-looking statements, which, by their very nature, are not guarantees of the Company's future operational or financial performance, and are subject to risks and uncertainties and other factors that could cause the Company's actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. These risks, uncertainties and factors may include, but are not limited to: unavailability of financing, failure to identify commercially viable mineral reserves, fluctuations in the market valuation for commodities, difficulties in obtaining required approvals for the development of a mineral project, increased regulatory compliance costs, expectations of project funding by joint venture partners and other factors.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release or as of the date otherwise specifically indicated herein. Due to risks and uncertainties, including the risks and uncertainties identified in this news release, and other risk factors and forward-looking statements listed in the Company's MD&A for the quarter ended September 30, 2019 (the "MD&A"), and the most recently filed Form 20-F for the year ended December 31, 2018, actual events may differ materially from current expectations. More information about the Company, including the MD&A, the 20-F and financial statements of the Company, is available on SEDAR at www.sedar.com and on the SEC's EDGAR website at www.sec.gov.
Suite 501 - 543 Granville Street, Vancouver, British Columbia V6C 1X8, Canada
Tel: (604) 688-6390 Fax: (604) 688-1157
www.EMXroyalty.com
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Non-IFRS Measure
EMX has included a performance measure in this news release that does not have any standardized meaning prescribed by International Financial Reporting Standards ("IFRS"). The Company has used the non-IFRS measure of operating cash flows excluding changes in non-cash working capital. This measure is calculated by adding back the decrease or subtracting the increase in changes in non-cash working capital to or from cash provided by (used in) operating activities. The presentation of this non-IFRS measure 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. Other companies may calculate these non-IFRS measures differently. Note these figures have not been audited and are subject to change.
Suite 501 - 543 Granville Street, Vancouver, British Columbia V6C 1X8, Canada
Tel: (604) 688-6390 Fax: (604) 688-1157
www.EMXroyalty.com