EX-99.5 6 ex99-5.htm

 

Exhibit 99.5

 

 

Condensed Interim Consolidated Financial Statements

 

For the three and six months ended June 30, 2021 and 2020

 

(Expressed in Canadian Dollars)

 

(Unaudited)

 

1
 

 

 

ABITIBI ROYALTIES INC.

Condensed Interim Consolidated Statements of Financial Position

(Expressed in Canadian Dollars)

(unaudited)

 

      

As at

June 30,

  

As at

December 31,

 
   Notes   2021   2020 
ASSETS               
Current               
Cash       $14,803,569   $12,998,678 
Restricted cash   8    3,961,104    385,415 
Royalty receivable   7    450,564    425,180 
Other receivables   5    46,794    108,926 
Prepaid expenses        -    41,152 
Total current assets        19,262,031    13,959,351 
Non-current               
Exploration and evaluation assets   6    89,201    151,701 
Investments   8    31,064,391    49,501,916 
TOTAL ASSETS       $50,415,623   $63,612,968 
                
LIABILITIES               
Current               
Accounts payable and accrued liabilities       $125,611   $727,968 
Income taxes payable        58,852    2,464,798 
Derivative financial instruments   9    1,566,138    4,243,318 
Total current liabilities        1,750,601    7,436,084 
Non-current               
Deferred tax liabilities   10    998,484    2,693,658 
Total Liabilities        2,749,085    10,129,742 
                
EQUITY               
Capital stock   11    11,741,001    11,751,929 
Retained earnings        35,925,537    41,731,297 
Total Equity        47,666,538    53,483,226 
TOTAL LIABILITIES AND EQUITY       $50,415,623   $63,612,968 

 

Commitments (note 18)

 

“Glenn J. Mullan” “Ian J. Ball”
(signed Glenn J. Mullan) (signed Ian J. Ball)
Director Director

 

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

 

2
 

 

 

ABITIBI ROYALTIES INC.

Condensed Interim Consolidated Statements of Net Income (loss) and Comprehensive Income (loss)

(Expressed in Canadian Dollars)

(Unaudited)

 

       For the three months ended June 30   For the six months ended June 30, 
   Notes   2021   2020   2021   2020 
Revenues                    
Royalties   7   $450,564   $93,633   $639,106   $167,918 
Dividends        174,925    169,400    355,009    232,565 
         625,489    263,033    994,115    400,483 
Operating expenses                         
Salaries and employee benefits   15    247,761    280,876    553,909    590,219 
Professional fees   14    210,697    109,032    324,840    238,155 
Office expenses        28,802    15,947    59,432    29,821 
Royalty interests   7    34,000    37,701    58,800    37,701 
Travel and transport        224    -    441    584 
Advertising and promotion        -    -    700    - 
         521,484    443,556    998,122    896,480 
Operating income (loss)        104,005    (180,523)   (4,007)   (495,997)
Other income (expenses)                         
Change in fair value of investments        489,400    22,413,712    (9,160,304)   8,603,228 
Change in fair value of derivatives        736,837    (3,641,315)   4,269,228    3,382,139 
Change in fair value of derivatives resulting from foreign exchange        15,549    240,466    48,181    (167,275)
Foreign exchange gain (loss)        (248,420)   (221,240)   (475,155)   2,584,905 
Commissions        (28,496)   66,315    (85,415)   (71,929)
Interest expense        (917)   (742)   (2,181)   (1,325)
Interest income        154    1,971    1,360    68,449 
         964,107    18,859,167    (5,404,286)   14,398,192 
Net income (loss) before income tax        1,068,112    18,678,644    (5,408,293)   13,902,195 
Current tax expense (recovery)        (80,817)   (371,701)   712,159    1,965,913 
Deferred tax expense (recovery)   10    59,962    2,409,033    (1,695,174)   (299,958)
Income tax expense (recovery)        (20,855)   2,037,332    (983,015)   1,665,955 
                          
Net income (loss) and comprehensive income (loss) for the period       $1,088,967   $16,641,312   $(4,425,278)  $12,236,240 
                          
Earnings (loss) per share                         
Basic   13   $0.09   $1.33   $(0.35)  $0.98 
Diluted   13   $0.09   $1.33   $(0.35)  $0.98 
Weighted average number of common shares outstanding                         
Basic   13    12,463,909    12,501,616    12,467,991    12,509,192 
Diluted   13    12,463,909    12,501,616    12,467,991    12,509,192 

 

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

 

3
 

 

 

ABITIBI ROYALTIES INC.

Condensed Interim Consolidated Statements of Changes in Equity

(Expressed in Canadian Dollars)

(Unaudited)

 

   Notes   Number of Common shares outstanding   Capital Stock   Retained earnings   Total Equity 
Balance as at January 1, 2021        12,474,311  $11,751,929   $41,731,297   $53,483,226 
Common shares repurchased and cancelled   11    (11,600)   (10,928)   (258,347)   (269,275)
Dividends paid        -    -    (1,122,135)   (1,122,135)
Net loss and total comprehensive loss for the period        -    -    (4,425,278)   (4,425,278)
Balance as at June 30, 2021        12,462,711   $11,741,001   $35,925,537   $47,666,538 
                          
Balance as at January 1, 2020        12,522,411   $11,797,244   $29,779,099   $41,576,343 
Common shares repurchased and cancelled   11    (25,700)   (24,212)   (457,203)   (481,415)
Dividends paid        -    -    (844,293)   (844,293)
Net income and total comprehensive income for the period        -    -    12,236,240    12,236,240 
Balance as at June 30, 2020        12,496,711   $11,773,032   $40,713,843   $52,486,875 

 

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

 

4
 

 

 

ABITIBI ROYALTIES INC.

Condensed Interim Consolidated Statements of Cash Flows

(Expressed in Canadian Dollars)

(Unaudited)

 

       For the six months ended June 30, 
   Notes   2021   2020 
OPERATING ACTIVITIES               
Net income (loss) for the period       $(4,425,278)  $12,236,240 
Adjustment:               
Royalty interests        58,800    - 
Change in fair value of investments        9,160,304    (8,603,228)
Change in fair value of derivatives        (4,269,228)   (3,382,139)
Change in fair value of derivatives resulting from foreign exchange        (48,181)   167,275 
Deferred tax recovery        (1,695,174)   (299,958)
Foreign exchange loss (gain)        418,492    (93,199)
Changes in working capital items:               
Royalty receivable        (25,384)   905,619 
Other receivables        37,132    (29,546)
Prepaid expenses        41,152    11,850 
Accounts payable and accrued liabilities        (602,357)   (263,412)
Income taxes payable        (2,405,946)   1,965,913 
Cash flows from (used by) operating activities        (3,755,668)   2,615,415 
                
INVESTING ACTIVITIES               
Proceeds from settlement of derivative financial instruments   8    9,314,033    26,057,132 
Payment on settlement of derivative financial instruments   8    -    (23,566,713)
Repurchase of derivative financial instruments        (10,276)   (29,119)
Proceeds from sale of derivative financial instruments        1,650,504    1,426,901 
Increase in restricted cash        (3,575,689)   - 
Acquisition of royalty interests        (58,800)   - 
Proceeds from mining option agreement        25,000    - 
Additions to exploration and evaluation assets        -    (71,250)
Proceeds from sale of other investments        31,420    - 
Additions to other investments        (5,731)   (12,754)
Cash flows from investing activities        7,370,461    3,804,197 
                
FINANCING ACTIVITIES               
Capital stock repurchased and cancelled   11    (269,275)   (481,415)
Dividends paid        (1,122,135)   (844,293)
Cash flows used by financing activities        (1,391,410)   (1,325,708)
Effect of foreign exchange rate changes on cash        (418,492)   93,199 
Net increase in cash        1,804,891    5,187,103 
Cash, beginning of period        12,998,678    2,457,178 
Cash, end of period       $14,803,569   $7,644,281 
                
Cash transactions:               
Interest received related to operating activities:       $1,360   $68,449 
Dividends received related to investing activities:        392,943    219,969 

 

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

 

5
 

 

ABITIBI ROYALTIES INC.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Unaudited - expressed in Canadian dollars unless otherwise noted)

 

1) NATURE OF OPERATIONS

 

Abitibi Royalties Inc. (the “Company”) and its subsidiary are engaged in building a royalty company by acquiring royalties and by exploring, evaluating and optioning/selling its mineral properties and other projects.

 

The Company was incorporated on February 18, 2010 under the Business Corporations Act of British Columbia. The head office of the Company is located at 152 Chemin de la Mine Ecole, Val-d’Or, Québec, J9P 7B6. The Company’s registered and records office is located at #530 - 355 Burrard Street, Vancouver, B.C. V6C 2G8. The Company also has administrative offices located at 2864 Chemin Sullivan, Val-d’Or, Québec, J9P 0B9.

 

The Company has a wholly-owned subsidiary, Abitibi Royalties (USA) Inc. (“Abitibi USA”), incorporated in the State of Nevada, USA on August 25, 2020. Abitibi USA’s principal office is located at 241 Ridge Street, Suite 201, Reno, Nevada USA 89501.

 

The Company is trading on the TSX Venture Exchange under the trading symbol “RZZ” and is designated on the Nasdaq International Designation program under the ticker “ATBYF”.

 

As at June 30, 2021, Golden Valley Mines and Royalties Ltd. (“Golden Valley”), a controlling shareholder, held a 44.98% (December 31, 2020 - 44.93%) interest in the Company.

 

2) BASIS OF PRESENTATION

 

Statement of compliance

 

These condensed interim consolidated financial statements have been prepared in accordance with International Financing Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), under International Accounting Standard (“IAS”) 34 - Interim Financial Reporting and the basis of the going concern assumption, meaning the Company will be able to realize its assets and discharge its liabilities in the normal course of operations.

 

These interim financial consolidated statements were prepared using the same accounting policies, methods of computation and basis of presentation as outlined in Note 4 - Summary of Significant Accounting Policies, as described in the Company’s annual audited consolidated financial statements for the year ended December 31, 2020, except for any changes in accounting policies as described in note 3. Interim consolidated financial statements do not include all the notes required in annual consolidated financial statements and, accordingly, should be read in conjunction with the annual audited consolidated financial statements for the year ended December 31, 2020.

 

Even though the Company holds significant investments in other entities, it does not qualify as an investment entity under IFRS 10 “Consolidated Financial Statements”.

 

6
 

 

ABITIBI ROYALTIES INC.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Unaudited - expressed in Canadian dollars unless otherwise noted)

 

2) BASIS OF PRESENTATION (continued)

 

Approval of Financial Statements

 

These consolidated financial statements were approved for issuance by the Board of Directors on August 19, 2021.

 

3) RECENT ACCOUNTING PRONOUNCEMENTS

 

At the date of authorization of these consolidated financial statements, certain new standards, amendments and interpretations to existing standards have been published but are not yet effective and have not been adopted early by the Company. Management anticipates that all of the pronouncements will be adopted in the Company’s accounting policy for the first period beginning after the effective date of each pronouncement. Information on new standards, amendments and interpretations that are expected to be relevant to the Company’s financial statements is provided below. Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Company’s financial statements.

 

In May 2020, the IASB issued a package of narrow-scope amendments to three standards (IFRS 3 “Business Combinations”, IAS 16 “Property, Plant and Equipment” and IAS 37 “Provisions, Contingent Liabilities and Contingent Assets”) as well as the IASB’s Annual Improvements to IFRS Standards 2018 - 2020. These amendments to existing IFRS standards are to clarify guidance and wording, or to correct for relatively minor unintended consequences, conflicts or oversights. These amendments are effective for annual periods beginning on or after January 1, 2022. The Company is assessing the potential impact of these narrow-scope amendments.

 

4) JUDGMENTS, ESTIMATES AND ASSUMPTIONS

 

The preparation of these condensed interim consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the amounts reported in the condensed interim consolidated financial statements and accompanying notes. Management believes that the estimates used in the preparation of the condensed interim consolidated financial statements are reasonable; however, actual results may differ materially from these estimates. The areas involving significant judgments, estimates and assumptions have been detailed in note 5 to the Company’s annual audited consolidated financial statements for the year ended December 31, 2020.

 

Uncertainty due to COVID-19

 

The Company continues to actively monitor the impact of the COVID-19 pandemic, including the impact on economic activity and financial reporting. The duration and full financial effect of the COVID-19 pandemic is unknown at this time, as are the measures taken by governments, companies and others to attempt to reduce the spread of COVID-19.

 

7
 

 

ABITIBI ROYALTIES INC.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Unaudited - expressed in Canadian dollars unless otherwise noted)

 

4) JUDGMENTS, ESTIMATES AND ASSUMPTIONS (continued)

 

Uncertainty due to COVID-19 (continued)

 

Any estimate of the length and severity of these developments is therefore subject to significant uncertainty, and accordingly estimates of the extent to which the COVID-19 may materially and adversely affect the Company’s operations, financial results and condition in future periods are also subject to significant uncertainty.

 

In properties where the Company holds royalty interests, there previously has been temporary operational restrictions due to the ongoing COVID-19 pandemic, including operations being previously placed under care and maintenance and thereafter the resumption of mining activities. In the current environment, the assumptions and judgements made by the Company are subject to greater variability than normal, which could in the future significantly affect judgments, estimates and assumptions made by management as they relate to potential impact of the COVID-19 and could lead to a material adjustment to the carrying value of the assets or liabilities affected. The impact of current uncertainty on judgments, estimates and assumptions extends, but is not limited to, the Company’s valuation of its long-term assets, including the assessment for impairment and impairment reversal. Actual results may differ materially from these estimates.

 

5) OTHER RECEIVABLES

 

  

As at

June 30, 2021

   As at
December 31, 2020
 
Dividend receivable  $32,427   $70,361 
Sales taxes recoverable   14,367    13,565 
Mining option receivable   -    25,000 
   $46,794   $108,926 

 

6) EXPLORATION AND EVALUATION ASSETS

 

The following table summarizes the carrying values of Exploration and Evaluations Assets by properties as at June 30, 2021 and December 31, 2020:

 

  

As at

June 30, 2021

   As at
December 31, 2020
 
Hees Property  $75,000   $75,000 
Bathurst Property   12,500    75,000 
Bullfrog South Property   1,701    1,701 
   $89,201   $151,701 

 

8
 

 

ABITIBI ROYALTIES INC.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Unaudited - expressed in Canadian dollars unless otherwise noted)

 

6) EXPLORATION AND EVALUATION ASSETS (continued)

 

Hees Property

 

On December 11, 2020, the Company entered into an agreement with two arm’s length parties to acquire the Hees property, a property consisting of 30 claims located in Ontario, for the purchase price of $75,000. Pursuant to the agreement, the Company also granted a 0.5% NSR royalty on the property.

 

Upper Red Lake (formerly “Bathurst property”) (Ontario)

 

On November 9, 2020, the Company entered into an agreement with two arm’s length parties to acquire the Upper Red Lake property, a property consisting of seven claims located in Ontario, for the purchase price of $75,000. Pursuant to the agreement, the Company also granted a 0.5% NSR royalty on the property.

 

On February 4, 2021, Abitibi Royalties signed an option agreement with Xplore Resources Corp. (“Xplore”) on the Upper Red Lake Project. Xplore may earn a 100% interest in the project by issuing to Abitibi Royalties $62,500 of Xplore’s common shares based on the daily volume weighted average (the “VWAP”) price of Xplore’s shares for the 14-day period preceding the date of the execution of the Letter of Intent (“LOI”) and by issuing to Abitibi Royalties $125,000 and $150,000 of Xplore’s common shares based on the VWAP price of Xplore’s shares for the 14-day period preceding the first and secondary anniversary date of the execution of the LOI, respectively. On March 5, 2021, the Company received 1,096,491 common shares of Xplore, with a fair value of $62,500, relating to this mining option agreement.

 

On Xplore completing its share issuance obligations, Abitibi Royalties will be granted a 1.5% NSR on the Upper Red Lake Project. Xplore has also agreed to complete sufficient exploration work on the property to maintain the project in good standing during the time of the option agreement.

 

Bullfrog South Project

 

On September 17, 2020, the Company staked the Bullfrog South Project, located in Nevada’s Bullfrog Gold District.

 

On December 9, 2020, the Company entered into a mining option agreement with Bullfrog Mines LLC (“Bullfrog”) on the Bullfrog South property. In accordance with the option agreement, in order to acquire a 100% interest in the property, Bullfrog must issue to Abitibi Royalties, over a two-year period, consideration of $175,000 in cash or share in its capital and reimburse the Company for mining claims fees to be paid in 2021. Upon the option being exercised, the Company will retain a 2.0% NSR on the property, Bullfrog has the option to purchase 0.5% of the NSR for $500,000 on or before December 9, 2030. To date, the Company received cash consideration of $25,000 relating to this mining option agreement which was recorded against the carrying value of the exploration and evaluation assets relating to the Bullfrog South property.

 

9
 

 

ABITIBI ROYALTIES INC.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Unaudited - expressed in Canadian dollars unless otherwise noted)

 

6) EXPLORATION AND EVALUATION ASSETS (continued)

 

Hammond Reef South property

 

On June 2, 2020, the Company entered into an agreement with two arm’s length parties to acquire the Hammond Reef property. Pursuant to the agreement, the Company also granted one of the parties a 0.5% NSR royalty on the property.

 

On August 10, 2020, the Company entered into a mining option agreement with Victory Resources Corporation (“Victory”) on the Hammond Reef South property. In accordance with the option agreement, in order to acquire a 100% interest in the property, Victory must: (i) issue to Abitibi Royalties, over a two-year period, cash consideration of $250,000 and share consideration of 2,750,000 common shares in its capital; and (ii) incur exploration expenditures in an aggregate amount of $550,000 over a three-year period, of which a minimum of $25,000 is to be spent in the first year of the option agreement. Upon the option being exercised, the Company will retain a 2.0% NSR on the property. To date, the Company received cash and share consideration of $25,000 and $72,500, respectively relating to this mining option agreement which were recorded against the carrying value of the exploration and evaluation assets relating to the Hammond Reef property. As of the date of approval of these unaudited interim consolidated financial statements, Victory has not fulfilled its obligations to in order to extend the option agreement.

 

Exploration and Evaluation Assets by Expenditures

 

Exploration and Evaluation Assets as at June 30, 2021 and December 31, 2020 are as follows:

 

Description 

As at

January 1,

2021

   Additions   Credits  

As at

June 30,
2021

 
Acquisition and claims maintenance  $241,959   $-   $-   $241,959 
Program management and consultants   8,558    -    -    8,558 
Option payment received, net   (98,816)          -    (62,500)   (161,316)
   $151,701   $-   $(62,500)  $89,201 

 

Description 

As at

January 1,

2020

   Additions   Credits  

As at

December 31, 2020

 
Acquisition and claims maintenance  $-   $241,959   $-   $241,959 
Program management and consultants   -    8,558    -    8,558 
Option payment received, net   -    -    (98,816)   (98,816)
   $-   $250,517   $(98,816)  $151,701 

 

10
 

 

ABITIBI ROYALTIES INC.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Unaudited - expressed in Canadian dollars unless otherwise noted)

 

7) ROYALTY INTERESTS

 

Main royalty interests

 

Malartic CHL 3% Royalty - Malartic, Québec

 

The area covered by the 3% NSR starts at the eastern edge of the Canadian Malartic Mine main open pit operated by Canadian Malartic GP (50% owned by Agnico Eagle Mines Limited (“Agnico Eagle”) and Yamana Gold Inc. (“Yamana”)). The 3% NSR also covers a number of mineralized zones; the eastern part of the Barnat Extension, the Jeffrey Zone and portions of the East Malartic, Odyssey, Sladen and Sheehan. The various underground zones are known as the Odyssey Project.

 

For the three and six months ended June 30, 2021, the Company earned royalties in the amount of $450,564 (or US$363,534) and $639,106 (or US$513,468) (for the three and six months ended June 30, 2020 - $93,633 (or US$68,707) and $167,918 (or US$121,068)) from this royalty interest.

 

Canadian Malartic 2% Royalty - Malartic, Québec

 

The area covered by the 2% NSR is on a single claim located just to the south of the Canadian Malartic open pit and covers the eastern portion of the Gouldie Zone and the historic Charlie Zone.

 

Other royalty interests

 

Authier North Lithium Royalty & Perrigo Royalties

 

In January and March 2021, the Company acquired a 1% NSR and 15% of any proceeds from a sale or joint venture on the Authier North Lithium property located approximately 40 kilometers north of Malartic, Québec for $24,000 and acquired, in February 2021, a royalty of 1.25% NSR (0.25% can be repurchased for $250,000) on the Perrigo project located in Ontario’s Red Lake district for $8,300.

 

Malartic South

 

In May 2020, the Company entered into a series of agreements to acquire a package of royalties south of the Canadian Malartic Mine and also southeast of the Agnico Eagle’s Goldex Mine. The agreements also entitled the Company to 15% of the gross proceeds (cash and shares) should the underlying properties be sold or joint ventured. The projects are owned and operated by Eagle Ridge Mining Inc. (“Eagle Ridge”).

 

In May 2021, the Company further entered into two agreements with Eagle Ridge whereby the first agreement amends a previous royalty, increasing Abitibi Royalties’ interest in the Malartic South Property from a 2% to 3% NSR on certain claims and the second agreement expands Abitibi Royalties’ NSR to the south with a new 2.5% royalty and 15% of any gross proceeds (cash and shares) should the property be sold or joint ventured. The purchase price paid by the Company totaled $26,500.

 

11
 

 

ABITIBI ROYALTIES INC.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Unaudited - expressed in Canadian dollars unless otherwise noted)

 

7) ROYALTY INTERESTS (continued)

 

The Company’s other royalty interest are as follows:

 

Revillard Property 2% Royalty - Malartic, Québec
15% Net Profit Interest (“NPI”) in the vicinity of Canadian Malartic Mine - Malartic, Québec
Midway Project 1.5% Royalty - Malartic, Québec
1.5% Royalty in the Abitibi region, Québec
1.0% NSR on the New Alger Project in the Abitibi region, Québec.

 

8) INVESTMENTS

 

   As at June 30, 2021   As at December 31, 2020 
   Number of shares   Fair value   Number of shares   Fair value 
Yamana Gold Inc.   996,795   $5,203,270    2,105,895   $15,309,857 
Agnico Eagle Mines Limited   338,197    25,351,247    375,897    33,676,612 
         30,554,517         48,986,469 
Other investments        509,874         515,447 
        $31,064,391        $49,501,916 

 

For the six months ended June 30, 2021, the Company was called to deliver 37,700 common shares of Agnico Eagle at share prices ranging from US$50.00 to US$65.00 per share and received, before commissions, $2,734,388 (or US$2,149,000) and 1,109,100 common shares of Yamana at share prices ranging from US$3.00 to US$5.00 per share and received, before commissions, $6,579,645 (or US$5,171,050) from call options it had sold.

 

For the six months ended June 30, 2020, the Company was called to deliver 350,800 common shares of Agnico Eagle at share prices ranging from US$43.00 to US$55.00 per share and received, before commissions, $22,892,404 (or US$17,453,800) and 751,800 common shares of Yamana at share prices ranging from US$2.50 to US$3.50 per share and received, before commissions, $3,163,907 (or US$2,412,250) from call options it had sold. In addition, the Company was called to purchase 361,400 common shares of Agnico Eagle at a share price of US$45.00 per share and paid before commissions, $23,566,713 (or US$16,263,000) from put options it had sold.

 

Restricted cash

 

Restricted cash represents funds held as collateral on the put option contracts referred to in the Derivative financial instruments below. The funds will become unrestricted once the put option contracts are exercised, repurchased or expired. Restricted cash of $3,961,104 (or US$3,193,151) as at June 30, 2021 (December 31, 2020 - $385,415 (or US$302,405)) relates to funds held as collateral on the outstanding put option contracts of 180,300 shares (December 31, 2020 - 99,300 shares) of Agnico and of 1,695,500 shares (December 31, 2020 - nil shares) of Yamana as at June 30, 2021.

 

12
 

 

ABITIBI ROYALTIES INC.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Unaudited - expressed in Canadian dollars unless otherwise noted)

 

9) DERIVATIVE FINANCIAL INSTRUMENTS

 

The total call and put option contracts outstanding as at June 30, 2021 and December 31, 2020 are as follows:

 

   Expiry date 

Number of

shares under option

   Exercise price range (USD)   As at June 30, 2021 
Calls               
Yamana  Jul. 16, 2021   140,000   $8.00   $29,498 
Yamana  Jan. 21, 2022   642,700    4.50 to 10.00    171,403 
Yamana  Jan. 20, 2023   23,100    5.50 to 10.00    19,112 
Agnico  Jan. 21, 2022   240,100    60.00 to 100.00    489,123 
Agnico  Feb. 18, 2022   10,500    70.00 to 75.00    37,926 
Agnico  Jan. 20, 2023   21,500    70.00 to 100.00    132,256 
       1,077,900        $879,318 
Puts                  
Yamana  Jul. 16, 2021   1,051,000   $4.00    117,235 
Yamana  Oct. 15, 2021   644,500    4.00    303,541 
Agnico  Nov 19, 2021   81,000    40.00 to 45.00    155,607 
Agnico  Jan 21, 2022   99,300    40.00 to 45.00    110,437 
       1,875,800        $1,566,138 

 

   Expiry date 

Number of

shares under option

   Exercise price range (USD)   As at December 30, 2020 
Calls               
Yamana  January 15, 2021   1,247,000    $3.00 to 7.00   $1,574,731 
Yamana  April 16, 2021,   320,000    7.00 to 10.00   52,329 
Yamana  July 16, 2021   140,000    8.00    57,039 
Yamana  January 21, 2022   367,700    4.50 to 10.00    522,730 
Yamana  January 2, 2023   2,100    10.00    3,208 
Agnico  January 15, 2021   118,300    50.00 to 85.00    761,259 
Agnico  February 19, 2021   82,200    85.00 to 100.00    53,360 
Agnico  May 5, 2021   57,400    85.00 to 100.00    83,013 
Agnico  January 21, 2022   103,600    60.00 to 100.00    929,767 
Agnico  January 20, 2023   8,000    85.00 to 100.00    83,420 
Puts                  
Agnico  February 19, 2021   56,000   $40.00 to 45.00    22,217 
Agnico  January 21, 2022   43,300    40.00 to 45.00    100,245 
       2,545,600        $4,243,318 

 

13
 

 

ABITIBI ROYALTIES INC.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Unaudited - expressed in Canadian dollars unless otherwise noted)

 

9) DERIVATIVE FINANCIAL INSTRUMENTS (continued)

 

For the three months ended June 30, 2021, the Company sold 2,315 call contracts (855 calls on Agnico Eagle shares and 1,460 calls on Yamana Gold shares) and sold 17,765 put contracts (810 puts on Agnico Eagle shares and 16,955 on Yamana Gold shares) for total cash proceeds of $716,086 (or US$582,374). In addition, 3,774 call option contracts expired (574 calls on Agnico Eagle shares and 3200 calls on Yamana Gold shares), 15,265 put options expired (810 on Agnico Eagle shares and 14,455 on Yamana Gold shares), and 2,500 put contracts on Yamana Gold shares were repurchased before expiration for $5,123 (or US$4,100).

 

For the six months ended June 30, 2021, the Company sold 4,565 call contracts (1,605 calls on Agnico Eagle shares and 2,960, calls on Yamana Gold shares) and sold 36,090 put contracts (2,180 puts on Agnico Eagle shares and 33,910 on Yamana Gold shares) for total cash proceeds of $1,650,504 (or US$1,318,041). In addition, 6,801 call option contracts expired (2,202 calls on Agnico Eagle shares and 4,599 calls on Yamana Gold shares), 15,265 put options expired (810 on Agnico Eagle shares and 14,455 on Yamana Gold shares), and 3,060 put contracts (560 on Agnico Eagle shares and 2,500 on Yamana Gold shares) were repurchased before expiration for $10,276 (or US$8,150). Also, 11,468 call contracts were exercised (377 calls on Agnico Eagle shares and 11,091 on Yamana Gold shares) as described in note 8.

 

For the three months ended June 30, 2020, the Company sold 3,630 call contracts (1,134 calls on Agnico Eagle shares and 2,496 calls on Yamana Gold shares) and sold 810 put contracts on Agnico Eagle shares for total cash proceeds of $830,685 (or US$601,440). In addition, 810 put option contracts on Agnico Eagle shares expired and 2 call contracts on Yamana shares were exercised before expiration.

 

For the six months ended June 30, 2020, the Company sold 10,703 call contracts (1,307 calls on Agnico Eagle shares and 9,396 calls on Yamana Gold shares) and sold 4,984 put contracts on Agnico Eagle shares for total cash proceeds of $1,426,901 (or US$1,051,105). In addition, 11,087 call option contracts on Yamana shares expired, 2 call contracts on Yamana shares were exercised before expiration and 3,600 call contracts on Yamana shares were repurchased before expiration for $29,119 (or US$22,250).

 

14
 

 

ABITIBI ROYALTIES INC.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Unaudited - expressed in Canadian dollars unless otherwise noted)

 

10) DEFERRED INCOME TAXES

 

Deferred tax assets (liabilities) and variation of recognized amounts

 

  

As at January 1, 2021

   Recognized in profit or loss  

As at June 30,

2021

 
Exploration and evaluation assets  $320,013   $(92,053)  $227,960 
Investments   (3,582,196)   2,144,049    (1,438,147)
Share issuance costs   6,286    (2,096)   4,190 
Derivative financial instruments   562,239    (354,726)   207,513 
   $(2,693,658)  $1,695,174  $(998,484)

 

  

As at January 1,

2020

   Recognized in profit or loss  

As at December 31,

2020

 
Exploration and evaluation assets  $687,841   $(367,828)  $320,013 
Investments   (6,047,641)   2,465,445    (3,582,196)
Share issuance costs   8,389    (2,103)   6,286 
Non-capital losses   915,903    (915,903)   - 
Derivative financial instruments   1,189,723    (627,484)   562,239 
   $(3,245,785)  $552,127   $(2,693,658)

 

11) EQUITY

 

a) Capital stock

 

The capital stock of the Company consists only of fully paid common shares.

 

Authorized

 

Unlimited number of common shares, without par value, voting and participating.
Unlimited number of preferred shares, without par value, non-participating. The directors will define the rights, privileges, restrictions and conditions of these shares upon issuance.

 

15
 

 

ABITIBI ROYALTIES INC.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Unaudited - expressed in Canadian dollars unless otherwise noted)

 

11) EQUITY (continued)

 

Normal Course Issuer Bid

 

On September 24, 2020, the Company announced it received conditional acceptance to renew its NCIB for another year until October 5, 2021. This new approval allowed the Company to purchase up to 624,145 (representing 5% of the Company’s total issued and outstanding common shares) of its common shares.

 

For the three months ended June 30, 2021, the Company repurchased and cancelled 4,400 of its common shares at prices varying from $22.53 to $23.00 per share for a total of $99,847.

 

For the six months ended June 30, 2021, the Company repurchased and cancelled 11,600 of its common shares at prices varying from $21.70 to $25.98 per share for a total of $269,275.

 

For the three months ended June 30, 2020, the Company repurchased and cancelled 10,000 common shares at prices varying from $15.14 to $22.25 per share for a total of $195,471.

 

For the six months ended June 30, 2020, the Company repurchased and cancelled 25,700 common shares at prices varying from $15.14 to $22.25 per share for a total of $481,415.

 

12) REMUNERATION

 

a) Salaries and employee benefits expense

 

The Company has implemented an Executive Compensation Policy (the “Policy”) which approved certain amounts being paid and accrued to directors and officers. The Company’s executives receive a salary in accordance with the amounts approved in the Policy and monthly accruals are being recorded to cover the total estimated meeting fee remuneration payable to directors. The directors and executive officers are also entitled to receive incentive stock options. The Company does not offer any other benefits or perquisites to its directors and executive officers. Refer below for non-renewal of the stock option plan.

 

The Chairman of the Board, the President and CEO, and the Chief Financial Officer of the Company are subject to Executive Employment Agreements (“Employment Agreements”) which define their current remuneration and benefits. The Employment Agreements also provide for market standard payments on termination of employment without cause or following a change of control which could amount up to twice base salary and bonus, continuation of benefits and certain vesting acceleration clauses on restricted shares units and options.

 

16
 

 

ABITIBI ROYALTIES INC.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Unaudited - expressed in Canadian dollars unless otherwise noted)

 

12) REMUNERATION (continued)

 

b) Share-based payments

 

Stock option plan

 

The Company has adopted a 20% fixed option plan (the “Plan”) in 2013. Pursuant to the Plan, options, for an aggregate total of 1,740,200 common shares, (representing 20% of the issued number of common shares \ outstanding at the time) may be granted to its directors, officers, employees, consultants or management companies from time to time. The exercise price of each option is fixed by the Board of Directors, but would not be less than the closing price of the Company’s share on the trading day immediately prior to the date of grant less any discount permitted by the TSX Venture Exchange (the “Exchange”); if no sales were reported, it would be the sales closing price on the last trading day immediately prior to the date of grant on which sales were reported. The vesting period of the options would be determined by the Board of Directors, in accordance with the rules and regulations of the Exchange.

 

The Company has not renewed its stock option plan and has not granted stock options under the current plan since 2014. There are no stock options available under the plan eligible for grant.

 

13) EARNINGS (LOSS) PER SHARE

 

Earnings (loss) per share has been calculated using the weighted average number of common shares outstanding for the three and six months ended June 30, 2021 and 2020 as follows:

 

  

For the three months ended

June 30,

  

For the six months ended

June 30,

 
   2021   2020   2021   2020 
Net income (loss) for the period attributable to shareholders  $1,088,967   $16,641,312  $(4,425,278)  $12,236,240 
Weighted average number of common shares outstanding – Basic    12,463,909    12,501,616    12,467,991    12,509,192 
Dilutive effect of stock options   -    -    -    - 
Weighted average number of common shares outstanding - Diluted   12,463,909    12,501,616    12,467,991    12,509,192 
Basic earnings (loss) per share
  $0.09   $1.33   $(0.35)  $0.98 
Diluted earnings (loss) per share  $0.09   $1.33   $(0.35)  $0.98 

 

17
 

 

ABITIBI ROYALTIES INC.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Unaudited - expressed in Canadian dollars unless otherwise noted)

 

14) PROFESSIONAL FEES

 

The following table shows professional fees for the three and six months ended June 30, 2021 and 2020:

 

  

For the three months ended

June 30,

  

For the six months ended

June 30,

 
   2021   2020   2021   2020 
Exchange, regulatory and transfer agent fees  $81,956   $15,467  $127,807   $73,189 
Media relations and other consultants   44,574    29,624    93,773    71,178 
Professional fees   84,167    63,941    103,260    93,788 
   $210,697   $109,032  $324,840   $238,155 

 

15) RELATED PARTY TRANSACTIONS

 

a) Transactions with the major shareholder

 

Starting on July 1, 2020, the Company entered into a Cost Sharing Arrangement (the “Sharing Arrangement “) with Golden Valley, pursuant to which Golden Valley will provide certain management and financial services such as office space and administrative support relating to the exploration offices located at 2864 Chemin Sullivan, Val-d’Or, Québec, J9P 0B9, in consideration of $21,404 per year (the “reimbursement”), payable on a monthly basis. The Sharing Arrangement provides for the reimbursement to be reviewed on an annual basis. For the three and six months ended June 30, 2021, the Company reimbursed Golden Valley the amount of $4,354 and $8,708 (for the three and six months ended June 30, 2020 - $nil) relating to this arrangement.

 

For the three and six months ended June 30, 2021, Golden Valley recharged office expenses to the Company for a total amount of $7,891 and $15,588 (for the three and six months ended June 30, 2020 - $5,278 and $10,495), respectively

 

For efficiency reasons, where the Company and Golden Valley are dealing with the same suppliers one may pay for both and be reimbursed by the other. As at June 30, 2021, the Company had indebtedness of $5,930 (December 31, 2020 - $10,956) to Golden Valley, which is included in accounts payable and accrued liabilities.

 

18
 

 

ABITIBI ROYALTIES INC.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Unaudited - expressed in Canadian dollars unless otherwise noted)

 

15) RELATED PARTY TRANSACTIONS (continued)

 

b) Transactions with key management

 

Key management personnel of the Company are the members of the Board of directors, as well as the President and Chief Executive Officer and the Chief Financial Officer. For the three and six months ended June 30, 2021 and 2020, the compensation paid to key management is presented below:

 

  

For the three months ended

June 30,

  

For the six months ended

June 30,

 
   2021   2020   2021   2020 
Salaries and benefits   $211,102   $211,408  $424,062   $419,365 
Meeting fees   42,500    37,500    85,000    75,000 
Payroll levies   8,314    16,862    46,397    55,583 
   $261,916   $265,770  $555,459   $549,948 

 

The President and Chief Executive Officer is using his Toronto, Ontario property as an office for the Company and is being reimbursed the expenses (rent and municipal taxes) related to the property. For the three and six months ended June 30, 2021, the Company has paid $1,660 and $3,320 (for the three and six months ended June 30, 2020 - $1,660 and $3,320) for the Toronto, Ontario office.

 

16) CAPITAL MANAGEMENT POLICIES AND PROCEDURES

 

The Company’s objectives in managing capital are to safeguard its ability to continue its operations, to increase the value of the assets of the business and to provide an adequate return to owners. These objectives will be achieved by identifying and acquiring the right potential royalty rights. The Company’s capital is composed of its shareholders’ equity. There were no changes in the Company’s capital management approach for 2021.

 

The Company manages its capital structure and adjusts it 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 or repurchase shares under its Normal Course Issuer Bid to improve its financial performance and flexibility. The Company monitors capital on the basis of the carrying amount of equity. Capital for reporting period under review is summarized in the consolidated Statement of Changes in Equity. The Company is not subject to any externally imposed capital requirements.

 

19
 

 

ABITIBI ROYALTIES INC.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Unaudited - expressed in Canadian dollars unless otherwise noted)

 

17) FINANCIAL INSTRUMENTS

 

Fair value

 

Financial assets and liabilities measured at fair value in the statement of financial position are grouped into three levels of fair value hierarchy. The three levels are defined based on the observability of the significant inputs to the measurement, as follows:

 

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and,
level 3: unobservable inputs for the assets or liabilities.

 

The fair value of the investments and the derivative financial instruments have been estimated by reference to their quoted prices at the reporting date. The investments and the derivative financial instruments measured at fair value in the statements of financial position as at June 30, 2021 and December 31, 2020 are classified in Level 1. The carrying amounts and fair value of financial instruments presented in the statements of financial position are as follows:

 

   June 30, 2021   December 31, 2020 
   Carrying amount   Fair value   Carrying amount   Fair value 
Financial assets                    
Financial assets at amortized costs                    
Cash   $14,803,569   $14,803,569   $12,998,678   $12,998,678 
Restricted cash   3,961,104    3,961,104    385,415    385,415 
Royalty receivable   450,564    450,564    425,180    425,180 
Other receivables   32,427    32,427    95,361    95,361 
Financial assets at fair value through profit and loss                    
Investments (level 1)   31,064,391    31,064,391    49,501,916    49,501,916 
   $50,312,055   $50,312,055   $63,406,550   $63,406,550 
Financial liabilities                    
Financial liabilities measured at amortized cost                    
Accounts payable and accrued liabilities   $125,611    125,611   $727,968    727,968 
Financial liabilities measured at fair value through profit and loss                    
Derivatives financial instruments (level 1)   1,566,138    1,566,138    4,243,318    4,243,318 
   $1,691,749   $1,691,749   $4,971,286   $4,971,286 

 

20
 

 

ABITIBI ROYALTIES INC.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Unaudited - expressed in Canadian dollars unless otherwise noted)

 

17) FINANCIAL INSTRUMENTS (continued)

 

Fair value (continued)

 

The carrying value of cash, restricted cash, royalty and other receivables and accounts payable and accrued liabilities (excluding payables related to salaries and employee benefits) is considered to be a reasonable expectation of fair value because of the short-term maturity of these instruments.

 

Financial risk

 

The Company is exposed to various financial risks in relation to its financial instruments. The main type of risks the Company is exposed to are market risk, credit risk and liquidity risk. The Company focuses on actively securing short to medium-term cash flow by minimizing the exposure to financial markets. The Company’s main financial risk exposure and its financial risk management policies are as follows:

 

a) Credit risk

 

As at June 30, 2021 and December 31, 2020, the Company’s maximum exposure to credit risk is limited to the carrying amount of the financial assets at the reporting date as summarized below:

 

  

As at

June 30, 2021

  

As at

December 31, 2020

 
Cash  $14,803,569   $12,998,678 
Restricted cash   3,961,104    385,415 
Royalty receivable   450,564    425,180 
Other receivables   32,427    95,361 
   $19,247,664   $13,904,634 

 

The risk related to cash and restricted cash is considered negligible as the Company is dealing with a reputable financial institution whose credit rating is excellent. The Company’s management considers that the above financial assets are of good credit quality. The credit risk exposure for the Company’s royalty, dividends and other receivables is considered minimal as these receivables have since been received subsequent to reporting-end.

 

21
 

 

ABITIBI ROYALTIES INC.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Unaudited - expressed in Canadian dollars unless otherwise noted)

 

17) FINANCIAL INSTRUMENTS (continued)

 

b) Liquidity risk

 

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. Liquidity risk management serves to maintain a sufficient amount of cash and to ensure that the Company has potential financing sources. The Company establishes budget and cash estimates to ensure it has the necessary funds to fulfil its obligations.

 

The following table presents contractual maturities of the Company’s financial liabilities:

 

  

As at June 30,

2021

   As at December 31, 2020 
Within three months        
Accounts payable and accrued liabilities  $ 125,611   $727,968 
Derivative financial instruments  146,733    2,411,567 
   $272,344   $3,139,535 
Three to twelve months          
Derivative financial instruments  $1,268,037   $192,381 
   $1,268,037   $192,381 
Beyond twelve months          
Derivative financial instruments  $151,368   $1,639,370 
   $151,368   $1,639,370 

 

c) Market risk

 

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company is exposed to the following two types of market risk: foreign currency risk and other price risk:

 

Foreign currency risk

 

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Most of the Company’s transactions are carried out in Canadian dollars. Currency risk arises from the Company’s cash, dividends and royalty revenues in foreign currency, which are primarily denominated in U.S. dollars. The Company does not enter into arrangements to hedge its foreign exchange risk.

 

22
 

 

ABITIBI ROYALTIES INC.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Unaudited - expressed in Canadian dollars unless otherwise noted)

 

17) FINANCIAL INSTRUMENTS (continued)

 

Foreign currency risk (continued)

 

Foreign currency denominated financial assets and liabilities in U.S. dollars, and which expose the Company to the currency risk are as follows:

 

  

As at

June 30, 2021

   As at
December 31, 2020
 
Cash  $10,397,074   $7,125,721 
Restricted cash   3,193,151    302,405 
Royalty receivable   363,534    333,946 
Dividend receivable   25,137    54,251 
Accounts payable and accrued liabilities   (27,110)   (3,040)
Derivative financial instruments   (1,263,625)   (3,332,798)
   $12,688,161   $4,480,485 

 

A +/- 1% change in the Canadian /U.S. exchange rate would have had an impact of +/- $157,257 as at June 30, 2021 ($57,046 at December 31, 2020) on profit or loss of the period and equity.

 

Other price risk sensitivity

 

The Company is exposed to fluctuations in the market prices of its investments in quoted mining exploration companies and its derivative financial instruments. The fair value of those instruments represents the maximum exposure to price risk. If the quoted price for the investments and the derivative financial instruments had changed by +/- 1%, other comprehensive income would have changed by +/- $294,983 as at June 30, 2021 ($452,586 as at December 31, 2020).

 

18) COMMITMENTS

 

The Company has entered into agreements with officers that include termination and change of control clauses. In the case of termination, the officers are entitled to an amount equal to a multiple (ranging from one to two times) the annual base fee payable. In the case of a change of control, the officers are entitled to an amount equal to a multiple (ranging from one to two times) the sum of the annual base fee. As at June 30, 2021, total possible future payments relating to the officers’ base fees under these agreements amount to $1,545,000.

 

23