UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
Commission file number: 001-33153
ENDEAVOUR SILVER CORP.
(Exact Name of Registrant as Specified in its Charter)
British Columbia | 1040 | N/A |
(Province or other jurisdiction of
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(Primary Standard Industrial | (I.R.S. Employer Identification No.) |
incorporation or organization) | Classification Code) |
#1130-609 Granville Street
Vancouver, British Columbia,
Canada V7Y 1G5
(604) 685-9775
DL Services Inc. | Copies to: |
Columbia Center, 701 Fifth Avenue, Suite 1600 | Jason K. Brenkert |
Seattle, Washington 98104 | Dorsey & Whitney LLP |
(206) 903-5448 | 1400 Wewatta Street, Suite 400 |
(Name, address (including zip code) and telephone number (including area | Denver, Colorado 80202-5549 |
code) of agent for service in the United States) | (303) 629-3400 |
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class: | Name of Each Exchange On Which Registered: |
Common Shares, no par value | NYSE |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None For annual reports, indicate by check mark the information filed with this form:
[X] Annual Information Form | [X] Audited Annual Financial Statements |
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: As at December 31, 2017, 127,488,410 common shares of the Registrant were issued and outstanding.
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
[X] Yes
[ ] No
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
[ ] Yes [ ] No
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 12b-2 of the Exchange Act .
[
] Emerging growth company.
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.[ ]
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EXPLANATORY NOTE
Endeavour Silver Corp. (the Company or the Registrant) is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the Exchange Act), on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a foreign private issuer as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3 thereunder.
FORWARD-LOOKING STATEMENTS
This annual report on Form 40-F and the exhibits attached hereto contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concern the Companys anticipated results and developments in the Companys operations in future periods, planned exploration and development of its properties, plans related to its business and other matters that may occur in the future. 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 reserves and 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 Companys property is developed, and in the case of mineral reserves, such statements reflect the conclusion based on certain assumptions that a mineral deposit can be economically exploited. 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, using words or phrases such as expects or does not expect, is expected, anticipates or does not anticipate, plans, estimates or intends, or stating that certain actions, events or results may, could, would, might or will (or the negative and grammatical variations of any of these terms and similar expressions) be taken, occur or be achieved,) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:
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risks related to precious and base metal price fluctuations; |
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risks related to fluctuations in the currency markets (particularly the Mexican peso, Canadian dollar and United States dollar); |
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risks related to the inherently dangerous activity of mining, including conditions or events beyond our control, and operating or technical difficulties in mineral exploration, development and mining activities; |
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uncertainty in our ability to fund the development of our mineral properties or the completion of further exploration programs; |
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uncertainty as to actual capital costs, operating costs, production and economic returns, and uncertainty that our development activities will result in profitable mining operations; |
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risks related to our reserves and mineral resource figures being estimates based on interpretations and assumptions which may result in less mineral production under actual conditions than is currently estimated and to diminishing quantities or grades of mineral reserves as properties are mined; |
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risks related to changes in governmental regulations, tax and labour laws and obtaining necessary licenses and permits; |
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risks related to our business being subject to environmental laws and regulations which may increase our costs of doing business and restrict our operations; |
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risks related to our mineral properties being subject to prior unregistered agreements, transfers, or claims and other defects in title; |
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risks relating to inadequate insurance or inability to obtain insurance; |
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risks related to our ability to successfully integrate acquisitions; |
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uncertainty in our ability to obtain necessary financing; |
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risks related to increased competition that could adversely affect our ability to attract necessary capital funding or acquire suitable producing properties for mineral exploration in the future; |
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risks related to many of our primary properties being located in Mexico, including political, economic, and regulatory instability; and |
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risks related to our officers and directors becoming associated with other natural resource companies which may give rise to conflicts of interests |
This list is not exhaustive of the factors that may affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further in the exhibits attached to this annual report on Form 40-F, including in the Annual Information Form of the Company filed as Exhibit 99.1 to this annual report on Form 40-F and are incorporated by reference herein. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking statements. The Companys forward-looking statements are based on beliefs, expectations and opinions of management on the date the statements are made and the Company does not assume any obligation to update forward-looking statements if circumstances or managements beliefs, expectations or opinions change, except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.
NOTE TO UNITED STATES READERS-
DIFFERENCES IN
UNITED STATES AND CANADIAN REPORTING PRACTICES
The Company is permitted, under the multi-jurisdictional disclosure system adopted by the United States Securities and Exchange Commission (the SEC), to prepare this annual report in accordance with Canadian disclosure requirements, which differ from those of the United States. The Company has prepared its consolidated financial statements, which are filed as Exhibit 99.2 to this annual report on Form 40-F, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS) and they are not comparable to financial statements of United States companies.
MINERAL RESOURCE AND RESERVE ESTIMATES
The Companys Annual Information Form (AIF) filed as Exhibit 99.1 to this annual report on Form 40-F and managements discussion and analysis for the fiscal year ended December 31, 2017 filed as Exhibit 99.4 has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. The terms mineral reserve, proven mineral reserve and probable mineral reserve are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101) and the Canadian Institute of Mining, Metallurgy and Petroleum (the CIM) - CIM Definition Standards on Mineral Resources and Mineral Reserves , adopted by the CIM Council, as amended. These definitions differ materially from the definitions in SEC Industry Guide 7 (SEC Industry Guide 7) under the United States Securities Act of 1933, as amended (the Securities Act).
Under SEC Industry Guide 7 standards, a final or bankable feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.
In addition, the terms mineral resource, measured mineral resource, indicated mineral resource and inferred mineral resource are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that all or any part of a mineral deposit in these categories will ever be converted into SEC Industry Guide 7 reserves. Inferred mineral resources have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of contained ounces in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute reserves by SEC Industry Guide 7 standards as in place tonnage and grade without reference to unit measures.
Accordingly, information contained in this annual report on Form 40-F and the documents incorporated by reference herein contain descriptions of our mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder, including SEC Industry Guide 7.
CURRENCY
Unless otherwise indicated, all dollar amounts in this annual report on Form 40-F are in United States dollars. The exchange rate of Canadian dollars into United States dollars, on December 31, 2017, based upon the noon exchange rate as quoted by the Bank of Canada, was Cdn.$1.00 = US.$0.7971.
ANNUAL INFORMATION FORM
The Companys AIF for the fiscal year ended December 31, 2017 is filed as Exhibit 99.1 to this annual report on Form 40-F and is incorporated by reference herein.
AUDITED ANNUAL FINANCIAL STATEMENTS
The audited consolidated financial statements of the Company for the years ended December 31, 2017 and 2016, including the report of the independent auditor with respect thereto, are filed as Exhibit 99.2 to this annual report on Form 40-F and are incorporated by reference herein.
MANAGEMENTS DISCUSSION AND ANALYSIS
The Companys managements discussion and analysis for the fiscal year ended December 31, 2017 (MD&A) is filed as Exhibit 99.4 to this annual report on Form 40-F and is incorporated by reference herein.
TAX MATTERS
Purchasing, holding, or disposing of the Companys securities may have tax consequences under the laws of the United States and Canada that are not described in this annual report on Form 40-F.
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
At the end of the period covered by this annual report on Form 40-F for the fiscal year ended December 31, 2017, an evaluation was carried out under the supervision of, and with the participation of, the Companys management, including its Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Companys disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based upon that evaluation, the Companys CEO and CFO have concluded that the Companys disclosure controls and procedures were effective to give reasonable assurance that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms, and (ii) accumulated and communicated to management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Managements Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act. A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
A companys internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements. It should be noted that a control system, no matter how well conceived or operated, can only provide reasonable assurance, not absolute assurance, that the objectives of the control system are met.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.
Management, including the CEO and CFO, assessed the effectiveness of the Companys internal control over financial reporting as of December 31, 2017. In making this assessment, management used the criteria set forth in the Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its assessment, management has concluded that, as of December 31, 2017, the Companys internal control over financial reporting was effective and no material weaknesses in the Companys internal control over financial reporting were discovered.
The Company is required to provide an auditors attestation report on its internal control over financial reporting for the fiscal year ended December 31, 2017. In this annual report on Form 40-F, the Companys independent registered public accounting firm, KPMG LLP (KPMG), has provided its opinion as to the effectiveness of the Companys internal control over financial reporting as of December 31, 2017. KPMG has also audited the Companys financial statements included in this annual report on Form 40-F and issued a report thereon.
Auditors Attestation Report
KPMGs attestation report on the Companys internal control over financial reporting is included in the audit report filed in Exhibit 99.3 of this annual report on Form 40-F and is incorporated by reference herein.
Changes in Internal Control over Financial Reporting
There have been no changes in internal control over financial reporting that occurred during the fiscal year ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
CORPORATE GOVERNANCE
The Companys Board of Directors (the Board of Directors) is responsible for the Companys Corporate Governance policies and has separately designated standing Compensation, Corporate Governance and Nominating, and Audit Committees. The Board of Directors has determined that all the members of the Compensation, Corporate Governance and Nominating, and Audit Committees are independent, based on the criteria for independence prescribed by section 303A.02 of the NYSE Listed Company Manual.
Compensation Committee
Compensation of the Companys CEO and all other officers is recommended by management to the Compensation Committee, established in accordance with section 303A.05 of the NYSE Listed Company Manual, for evaluation and recommendation to the Board of Directors.
The Compensation Committee develops, reviews and monitors director and executive compensation and policies. The Compensation Committee is also responsible for annually reviewing the adequacy of compensation for directors and others and the composition of compensation packages. The Companys CEO cannot be present during the Committees deliberations or vote. The Compensation Committee is composed of four independent directors (as determined under section 303A.02 and section 303A.05 of the NYSE Listed Company Manual): Ricardo Campoy (Chair), Geoffrey Handley, Ken Pickering and Mario Szotlender. The Companys Compensation Committee Charter is available on the Companys website at www.edrsilver.com.
Corporate Governance and Nominating Committee
The Companys Corporate Governance and Nominating Committee, established in accordance with section 303A.04 of the NYSE Listed Company Manual, is tasked with (a) developing and recommending to the Board of Directors corporate governance principles applicable to the Company; (b) identifying and recommending qualified individuals for nomination to the Board of Directors; and (c) providing such assistance as the Chair of the Board of Directors, if independent, or alternatively the lead director of the Board of Directors, may require. The Corporate Governance and Nominating Committee is composed of three independent directors (as determined under Section 303A.02 of the NYSE Listed Company Manual): Geoffrey Handley (Chair), Rex McLennan, and Mario Szotlender. The Corporate Governance and Nominating Committee Charter is available on the Companys website at www.edrsilver.com.
The principal corporate governance responsibilities of the Corporate Governance and Nominating Committee include the following:
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reviewing and reassessing at least annually the adequacy of the Companys corporate governance procedures and recommending any proposed changes to the Board of Directors for approval; |
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reviewing and recommending changes to the Board of Directors of the Companys Code of Conduct and considering any requests for waivers from the Companys Code of Conduct; |
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receiving comments from all directors and reporting annually to the Board of Directors with an assessment of the Board of Directors performance to be discussed with the full Board of Directors following the end of each fiscal year. |
The principal responsibilities of the Corporate Governance and Nominating Committee for selection and nomination of director nominees include the following:
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in making recommendations to the Board of Directors regarding director nominees, the Corporate Governance and Nominating Committee shall consider the appropriate size of the Board of Directors; the competencies and skills that the Board of Directors considers to be necessary for the Board of Directors, as a whole, to possess; the competencies and skills that the Board of Directors considers each existing director to possess; the competencies and skills each new nominee will bring to the Board of Directors; and whether or not each new nominee can devote sufficient time and resources to the nominees duties as a director of the Company; |
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developing qualification criteria for directors for recommendation to the Board of Directors and, in conjunction with the Chair of the Board of Directors (or, if the Chair is not an independent director, any lead director of the Board of Directors), the Corporate Governance and Nominating Committee shall appoint directors to the various committees of the Board of Directors; |
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having the sole authority to retain and terminate any search firm to be used to identify director candidates or any other outside advisors considered necessary to carry out its duties and to determine the terms of such retainer; |
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in conjunction with the Chair of the Board of Directors (or, if the Chair of the Board of Directors is not an independent director, any lead director of the Board of Directors), overseeing the evaluation of the Board of Directors and of the Company and making recommendations to the Board of Directors as appropriate. |
AUDIT COMMITTEE
The Companys Board of Directors has a separately designated standing Audit Committee established in accordance with section 3(a)(58)(A) of the Exchange Act and section 303A.06 and 303A.07 of the NYSE Listed Company Manual. The Companys Audit Committee is comprised of:
| Rex McLennan (Chair) | |
| Ken Pickering | |
| Ricardo Campoy | |
| Geoffrey Handley |
In the opinion of the Companys Board of Directors, all members of the Audit Committee are independent (as determined under Rule 10A-3 of the Exchange Act and section 303A.02 of the NYSE Listed Company Manual) and are financially literate. The members of the Audit Committee do not have fixed terms and are appointed and replaced from time to time by resolution of the Board of Directors.
The Audit Committee meets with the Companys President, the CEO, the CFO and the Companys independent auditors to review and inquire into matters affecting financial reporting, the system of internal accounting and financial controls, as well as audit procedures and audit plans. The Audit Committee also recommends to the Board of Directors which independent registered public auditing firm should be appointed by the Company. In addition, the Audit Committee reviews and recommends to the Board of Directors for approval the annual financial statements, the MD&A, and undertakes other activities required by exchanges on which the Companys securities are listed and by regulatory authorities to which the Company is held responsible. The Companys Audit Committee Charter is available on the Companys website at www.edrsilver.com.
Audit Committee Financial Expert
The Companys Board of Directors has determined that Rex McLennan qualifies as a financial expert (as defined in Item 407 (d)(5)(ii) of Regulation S-K under the Exchange Act), has financial management expertise (pursuant to section 303A.07 of the NYSE Listed Company Manual) and is independent (as determined under Exchange Act Rule 10A-3 and section 303A.02 of the NYSE Listed Company Manual).
PRINCIPAL ACCOUNTING FEES AND SERVICES INDEPENDENT AUDITORS
The following table shows the aggregate fees billed to the Company by KPMG LLP and its affiliates, Chartered Accountants, the Companys independent registered public auditing firm, in each of the last two years.
2017 | 2016 | |
Audit Fees (1) | $463,400 | $480,100 |
Tax Fees (2) | $0 | $0 |
All other fees (3) | $0 | $10,000 |
Total* | $463,400 | $490,100 |
* All amounts are expressed in Canadian dollars
(1) |
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the Companys external auditor that are reasonably related to the performance of the audit or review of the Companys financial statements. |
(2) |
The aggregate fees billed in each of the last two fiscal years for professional services rendered by the companys external auditor for tax compliance and tax advice. |
(3) |
The aggregate fees billed in each of the last two fiscal years for products and services provided by the Companys external auditor, other than the services reported under clauses 1and 2 above. The nature of the services provided in the fiscal period ending December 31, 2016 pertains to review of greenhouse gas emissions related to Mexico regulation disclosures. |
PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PROVIDED BY
INDEPENDENT AUDITORS
The Audit Committee pre-approves all audit services to be provided to the Company by its independent auditors. Non-audit services that are prohibited to be provided to the Company by its independent auditors may not be pre-approved. In addition, prior to the granting of any pre-approval, the Audit Committee must be satisfied that the performance of the services in question will not compromise the independence of the independent auditors. All non-audit services performed by the Companys auditor for the fiscal year ended December 31, 2017 were pre-approved by the Audit Committee of the Company. No non-audit services were approved pursuant to the de minimis exemption to the pre-approval requirement.
OFF-BALANCE SHEET TRANSACTIONS
The Company does not have any off-balance sheet financing arrangements or relationships with unconsolidated special purpose entities.
CODE OF ETHICS
The Company has adopted a Code of Business Conduct and Ethics (the Code) that applies to all the Companys directors, executive officers and employees, which is available on the Companys website at www.edrsilver.com and in print to any shareholder who requests it. The Code meets the requirements for a code of ethics within the meaning of that term in General Instruction 9(b) of Form 40-F.
All amendments to the Code, and all waivers of the Code with respect to any of the officers covered by it, will be posted on the Companys website, www.edrsilver.com within five business days of the amendment or waiver and provided in print to any shareholder who requests them. During the fiscal year ended December 31, 2017, the Company did not substantively amend, waive or implicitly waive any provision of the Code with respect to any of the directors, executive officers or employees subject to it.
CONTRACTUAL OBLIGATIONS
The following table lists as of December 31, 2017 information with respect to the Companys known contractual obligations.
Payments due by period (in thousands of dollars) | |||||||||||||||
Contractual Obligations | Total | Less than 1 year | 1 3 years | 3 5 years | More than 5 years | ||||||||||
Accounts Payable | $ | 19,068 | $ | 19,068 | $ | - | $ | - | $ | - | |||||
Income Tax Payable | 3,185 | 3,185 | - | - | - | ||||||||||
Operating Leases | 3,987 | 420 | 881 | 852 | 1,834 | ||||||||||
Capital Commitments | 187 | 187 | - | - | - | ||||||||||
Other Long-Term Liabilities (1) | 7,982 | - | 7,982 | - | - | ||||||||||
Total | $ | 34,409 | $ | 22,860 | $ | 8,863 | $ | 852 | $ | 1,834 |
(1) |
The $8.0 million of other long-term liabilities is the discounted cost estimate to settle the Companys reclamation costs of the Guanacevi mine, Bolanitos mine, El Cubo and El Compas mine in Mexico. These costs include land rehabilitation, decommissioning of buildings and mine facilities, on-going care and maintenance and other costs. |
NOTICES PURSUANT TO REGULATION BTR
There were no notices required by Rule 104 of Regulation BTR that the Registrant sent during the year ended December 31, 2017 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.
NYSE CORPORATE GOVERNANCE
The Companys common shares are listed on the NYSE. Sections 103.00 and 303A.11 of the NYSE Listed Company Manual permit foreign private issuers to follow home country practices in lieu of certain provisions of the NYSE Listed Company Manual. A foreign private issuer that follows home country practices in lieu of certain provision of the NYSE Listed Company Manual must disclose any significant ways in which its corporate governance practices differ from those followed by domestic companies either on the its website or in the annual report that it distributes to shareholders in the United States. A description of the significant ways in which the Companys governance practices differ from those followed by domestic companies pursuant to NYSE standards is as follows:
Shareholder Meeting Quorum Requirement : The NYSE is of the opinion that the quorum required for any meeting of shareholders should be sufficiently high to insure a representative vote. The Companys quorum requirement is set forth in its Memorandum and Articles. A quorum for a meeting of members of the Company is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the shares entitled to be voted at the meeting.
Proxy Delivery Requirement : The NYSE requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies shall be solicited pursuant to a proxy statement that conforms to SEC proxy rules. The Company is a foreign private issuer as defined in Rule 3b-4 under the Exchange Act, and the equity securities of the Company are accordingly exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Exchange Act. The Company solicits proxies in accordance with applicable rules and regulations in Canada.
Shareholder Approval Requirement: The Company will follow Toronto Stock Exchange rules for shareholder approval of new issuances of its common shares. Following Toronto Stock Exchange rules, shareholder approval is required for certain issuances of shares that: (i) materially affect control of the Company; or (ii) provide consideration to insiders in aggregate of 10% or greater of the market capitalization of the listed issuer and have not been negotiated at arms length. Shareholder approval is also required, pursuant to Toronto Stock Exchange rules, in the case of private placements: (x) for an aggregate number of listed securities issuable greater than 25% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis, prior to the date of closing of the transaction if the price per security is less than the market price; or (y) that during any six month period are to insiders for listed securities or options, rights or other entitlements to listed securities greater than 10% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis, prior to the date of the closing of the first private placement to an insider during the six month period.
The foregoing are consistent with the laws, customs and practices in Canada.
In addition, the Company may from time-to-time seek relief from the NYSE corporate governance requirements on specific transactions under the NYSE Listed Company Guide, in which case, the Company shall make the disclosure of such transactions available on the Companys website at www.edrsilver.com. Information contained on the Companys website is not part of this annual report on Form 40-F.
MINE SAFETY DISCLOSURE
Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities under the regulation of the Federal Mine Safety and Health Administration (MSHA) under the Federal Mine Safety and Health Act of 1977 (the Mine Act). During the fiscal year ended December 31, 2017, the Company had no mines in the United States subject to regulation by MSHA under the Mine Act.
UNDERTAKING
The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
CONSENT TO SERVICE OF PROCESS
The Company filed an Appointment of Agent for Service of Process and Undertaking on Form F-X/A with the SEC on March 28, 2013, with respect to the class of securities in relation to which the obligation to file this annual report on Form 40-F arises. Any change to the name or address of the agent for service of process will be communicated promptly to the SEC by amendment to Form F-X/A referencing the Companys file number.
EXHIBIT INDEX
The following exhibits have been filed as part of this annual report on Form 40-F:
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
ENDEAVOUR SILVER CORP. | |
By: | /s/ Bradford Cooke |
Name: | Bradford Cooke |
Title: | Chief Executive Officer |
Date: February 26, 2018
ANNUAL INFORMATION FORM
of
ENDEAVOUR SILVER CORP.
(the Company or Endeavour)
Suite #301 - 700 West Pender Street
Vancouver, British
Columbia, Canada, V6C 1G8
Phone: (604) 685-9775
Fax: (604) 685-9744
Dated: February 22, 2018
TABLE OF CONTENTS
ITEM 1: | PRELIMINARY NOTES |
1.1 |
Incorporation of Documents by Reference |
All financial information in this Annual Information Form (AIF) has been prepared in accordance with International Financial Reporting Standards (IFRS) as prescribed by the International Accounting Standards Board.
The information provided in the AIF is supplemented by disclosure contained in the documents listed below which are incorporated by reference into this AIF. The documents listed below are not contained within, nor attached to, this document but may be accessed at www.sedar.com or on the Companys website at www.edrsilver.com.
References to the Company or Endeavour are to Endeavour Silver Corp. and where applicable and as the context requires, include its subsidiaries.
1.2 |
Date of Information |
All information in this AIF is as of December 31, 2017 unless otherwise indicated.
Endeavour Silver Corp.
1.3 |
Forward-Looking Statements |
This AIF contains forward-looking statements within the meaning of applicable Canadian securities legislation. Such forward-looking statements concern the Companys anticipated results and developments in the Companys operations in future periods, planned exploration and development of its properties, plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on expectations of future performance, including silver and gold production and planned work programs.
Statements concerning reserves and 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 and, in the case of mineral reserves, such statements reflect the conclusion based on certain assumptions that the mineral deposit can be economically exploited.
Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, forecasts, objectives, assumptions or future events or performance are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:
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risks related to fluctuations in the currency markets (particularly the Mexican peso, Canadian dollar and United States dollar); |
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risks related to the inherently dangerous activity of mining, including conditions or events beyond our control, and operating or technical difficulties in mineral exploration, development and mining activities; |
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uncertainty in our ability to fund the development of our mineral properties or the completion of further exploration programs; |
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uncertainty as to actual capital costs, operating costs, production and economic returns, and uncertainty that our development activities will result in profitable mining operations; |
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risks related to our reserves and mineral resource figures being estimates based on interpretations and assumptions which may result in less mineral production under actual conditions than is currently estimated and to diminishing quantities or grades of mineral reserves as properties are mined; |
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risks related to changes in governmental regulations, tax and labour laws and obtaining necessary licenses and permits; |
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risks related to our business being subject to environmental laws and regulations which may increase our costs of doing business and restrict our operations; |
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risks related to our mineral properties being subject to prior unregistered agreements, transfers, or claims and other defects in title; |
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risks relating to inadequate insurance or inability to obtain insurance; |
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risks related to our ability to successfully integrate acquisitions; |
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uncertainty in our ability to obtain necessary financing; |
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risks related to increased competition that could adversely affect our ability to attract necessary capital funding or acquire suitable producing properties for mineral exploration in the future; |
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risks related to many of our primary properties being located in Mexico, including political, economic, and regulatory instability; and |
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risks related to our officers and directors becoming associated with other natural resource companies which may give rise to conflicts of interests. |
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Endeavour Silver Corp.
This list is not exhaustive of the factors that may affect our forward-looking statements. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking statements. The Companys forward-looking statements are based on beliefs, expectations and opinions of management on the date the statements are made and the Company does not assume any obligation to update forward-looking statements if circumstances or managements beliefs, expectations or opinions change, except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.
1.4 |
Currency and Exchange Rates |
All dollar amounts in this AIF are expressed in U.S. dollars (U.S.$) unless otherwise indicated. References to Cdn.$ are to Canadian dollars.
The high, low, average and closing noon rates for the United States dollar in terms of Canadian dollars for each of the financial periods of the Company ended December 31, 2017, December 31, 2016 and December 31, 2015, as quoted by the Bank of Canada, were as follows:
Year ended | Year ended | Year ended | ||
December 31, 2017 | December 31, 2016 | December 31, 2015 | ||
High | 1.3743 | 1.4589 | 1.3990 | |
Low | 1.2128 | 1.2544 | 1.1728 | |
Average | 1.2986 | 1.3248 | 1.2787 | |
Closing | 1.2545 | 1.3427 | 1.3840 |
On December 29, 2017, the noon exchange rate for the United States dollar in terms of Canadian dollars, as quoted by the Bank of Canada, was U.S.$1.00 = Cdn.$1.2545 (Cdn.$1.00 = U.S.$0.7971) . On February 22, 2018, the daily average exchange rate for the United States dollar in terms of Canadian dollars, as quoted by the Bank of Canada, was U.S.$1.00 = Cdn.$1.2709 (Cdn.$1.00 = U.S.$0.7868).
1.5 |
Classification of Mineral Reserves and Resources |
In this AIF, the definitions of proven and probable mineral reserves, and measured, indicated and inferred mineral resources are those used by the Canadian provincial securities regulatory authorities and conform to the definitions utilized by the Canadian Institute of Mining, Metallurgy and Petroleum, as the CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by the CIM Council, as amended.
1.6 |
Cautionary Note to U.S. Investors concerning Estimates of Mineral Reserves and Measured, Indicated and Inferred Mineral Resources |
This AIF has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. The terms mineral reserve, proven mineral reserve and probable mineral reserve are Canadian mining terms as defined in accordance with the Canadian Securities Administrators National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101) and the Canadian Institute of Mining, Metallurgy and Petroleum as the CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by the CIM Council, as amended. These definitions differ materially from the definitions in SEC Industry Guide 7 under the United States Securities Act of 1933, as amended. Under SEC Industry Guide 7 standards, a final or bankable feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.
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Endeavour Silver Corp.
In addition, the terms mineral resource, measured mineral resource, indicated mineral resource and inferred mineral resource are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into SEC Industry Guide 7 reserves. Inferred mineral resources have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of contained ounces in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute reserves by SEC Industry Guide 7 standards as in place tonnage and grade without reference to unit measures.
Accordingly, information contained in this AIF contain descriptions of our mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder, including SEC Industry Guide 7.
ITEM 2: | CORPORATE STRUCTURE |
2.1 |
Name, Address and Incorporation |
The Company was incorporated under the laws of the Province of British Columbia on March 11, 1981 under the name, Levelland Energy & Resources Ltd. Effective August 27, 2002 the Company changed its name to Endeavour Gold Corp., consolidated its share capital on the basis of four old common shares for one new common share and increased its share capital to 100,000,000 common shares without par value. On September 13, 2004, the Company changed its name to Endeavour Silver Corp., transitioned from the Company Act (British Columbia) to the Business Corporations Act (British Columbia) and increased its authorized share capital to unlimited common shares without par value.
The Companys principal business office is located at:
Suite 1130 - 609 Granville Street
Vancouver, British Columbia
Canada, V7Y 1G5
and its registered and records office is located at:
19
th
Floor, 885 West Georgia
Street
Vancouver, British Columbia
Canada, V6C 3H4
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Endeavour Silver Corp.
2.2 |
Subsidiaries |
The Company conducts its business primarily in Mexico through subsidiary companies. The following table lists the Companys material direct and indirect subsidiaries, their jurisdiction of incorporation, and percentage owned by the Company directly, indirectly or beneficially.
Percentage | ||||||
owned directly | ||||||
Name of Company | Incorporated | or indirectly | ||||
Endeavour Gold Corporation, S.A. de C.V. | Mexico | 100% | ||||
EDR Silver de Mexico S.A. de C.V. SOFOM ENR | Mexico | 100% | ||||
Minera Plata Adelante, S.A. de C.V. | Mexico | 100% | ||||
Minera Santa Cruz Garibaldi S.A. de C.V. | Mexico | 100% | ||||
Refinadora Plata Guanacevi, S.A. de C.V. | Mexico | 100% | ||||
Mina Bolañitos S.A de C.V. | Mexico | 100% | ||||
Compania Minera del Cubo S.A. de C.V. | Mexico | 100% | ||||
Minas Lupycal S.A. de C.V. | Mexico | 100% | ||||
Minera Oro Silver de Mexico S.A. de C.V. | Mexico | 100% | ||||
Terronera Precious Metals S.A. de C.V. | Mexico | 100% | ||||
Minera Plata Carina S.P.A. | Chile | 100% | ||||
Oro Silver Resources Ltd. | British Columbia, Canada | 100% | ||||
Endeavour Zilver S.A.R.L. | Luxembourg | 100% |
ITEM 3: | GENERAL DEVELOPMENT OF THE BUSINESS |
The Company is a Canadian mineral company engaged in the evaluation, acquisition, exploration,development and exploitation of precious metal properties in Mexico and Chile. The Company has three producing silver-gold mines in Mexico: the Guanacevi Mine in Durango acquired in 2004, the Bolañitos Mine in Guanajuato acquired in 2007 and the El Cubo Mine in Guanajuato acquired in 2012. In addition to operating these three mines, the Company is advancing three exploration and development projects in Mexico: the Terronera property in Jalisco acquired in 2010 that is now in the pre-feasibility stage, the permitted El Compas property and La Plata plant in Zacatecas acquired in 2016, and the prospective Parral properties in Chihuahua acquired in 2016.
2017
The Company completed an NI 43-101 Technical Report, Preliminary Feasibility Study for the Terronera Project, Jalisco State Mexico dated May 18, 2017 (Terronera PFS). The Terronera PFS estimates 4.06 million tonnes of Probable Mineral Reserves grading 207 g/t silver and 1.95 g/t gold containing 27 million silver ounces and 255,000 gold ounces at Terronera.
Initial capital expenditures for Phase 1 1,000 tonnes per day (tpd) are estimated to be $69.2 million, comprised of $43.1 million for plant and site infrastructure, $8.7 million for mine development, mine infrastructure and equipment, $9.4 million for owners costs, construction camp, and engineering, procurement and construction management and $8.0 million for contingencies.
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Endeavour Silver Corp.
The capital for a Phase 2 expansion from 1,000 tpd to 2,000 tpd is estimated to be $35.5 million. The expansion consists of $12.0 million to augment power from the state power grid, $12.0 million for plant expansion, $3.5 million for mine equipment, $2.4 million for owners costs, construction camp, and EPCM and $5.6 million in contingencies. An estimated $27.3 million will be required for sustaining capital after commissioning primarily for mine development and tailings expansion. The total Life of Mine (LOM) capital requirements are estimated to be $132.0 million.
LOM average operating costs are estimated to be $43 per tonne for mining, $18 per tonne for processing, $7 per tonne for general and administration, and $4 in royalties for a total estimated cost of $72 per tonne.
Under the base case scenario, the mine is expected to generate revenue of $639.5 million, EBITDA of $347.3 million and total free cash flow of $125.3 million over the life of the mine. Using a discount rate of 5%, the expected discounted net present value (NPV) is $78.2 million, the expected after tax internal rate of return is 21%.
Since publishing the Pre-Feasibility Study, the Company has further assessed, refined and optimized parts of the Study and discovered other veins with mineralization which it believes will improve the overall economics.
The Company completed an NI 43-101 Technical Report for a Preliminary Economic Assessment for the El Compas Project, Zacatecas State, Mexico dated May 11, 2017 (El Compas PEA). The El Compas PEA estimates an initial Mineral Resource of 148,000 tonnes containing 495,000 silver ounces and 34,900 gold ounces in the Indicated category; and 217,000 tonnes containing 465,000 silver ounces and 10,600 gold ounces in the Inferred category. The El Compas Mineral Resource is a shallow high grade epithermal vein system that is estimated to provide a robust after tax return on investment of 42% using a 5% discount.
Due to the positive economics, low initial capital requirements, and managements experience in having successfully developed similar mines in Mexico, a decision was made to proceed with development in Q3, 2017. The Company initiated the installation of project infrastructure, collaring the mine access ramp and refurbishing the plant. Management continues to wait for the explosive permit, as the processing of the application has taken longer by the state of Zacatecas than anticipated. As previously announced, the development of the main access ramp has proceeded using a form of low impact gunpowder. Management anticipated the mine and plant commissioning would commence in the first quarter of 2018. Due to the continued delay of the explosive permit, the commissioning is now expected in April 2018.
The main access ramp development has advanced 233 metres, with an additional 100 metres of advancement needed to reach the El Compas ore body.
Since publishing the El Compas PEA, the Company has continued to optimize mining methods, the crushing circuit and grinding alternatives and has been successful on a number of fronts in improving the operating metrics. The work index of the ore and the size on the motor allows the capacity of the milling circuit to increase to 325 tpd, which allows for the mining method to be changed to mechanized cut and fill from captive cut and fill. Mechanized cut and fill increases the mining rate but has the same cost profile as captive cut and fill previously disclosed in the PEA.
In addition, the modified plant flow sheet will allow the Company to increase the ore grind size and produce a single concentrate, while still achieving recoveries similar to those outlined in the PEA, lowering overall power costs and improving the long-term stability of the tailings facility.
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Endeavour Silver Corp.
As a result of the modified mine plan and plant design and the delay in receiving the explosives permit, the total start up CAPEX has been revised upwards to $11.3 million compared to the previous $10.0 million cost estimated in the El Compas PEA. However, the operational benefits of the modified plant design and increased mining rate should improve the overall economics of the project. The Company anticipates achieving commercial production at El Compas in July 2018.
2016
Equity Financings
The Company filed a short form base shelf prospectus in July 2014 to qualify the distribution of up to Cdn$200 million of common shares and various other securities of the Company and a corresponding registration statement filed in the United States. The Company filed a prospectus supplement in November 2015 for an at-the-market offering of up to U.S.$16.5 million value of common shares of the Company under the shelf prospectus on the New York Stock Exchange through Cowen and Company, LLC acting as sole agent (the 2015 ATM Offering). During 2016, the Company sold 7,218,125 common shares at an average price of $2.13 per share under the 2015 ATM Offering for proceeds of $14.9 million, net of commission. Together with common shares sold in 2015, the Company issued a total of 8,017,694 common shares under the 2015 ATM Offering for net proceeds of $16.0 million.
The Company filed a short form base shelf prospectus in May 2016 to qualify the distribution of up to Cdn.$200 million of common shares and various other securities of the Company and a corresponding registration statement was filed in the United States. The Company filed a prospectus supplement in May 2016 for an at-the-market offering of up to U.S.$40 million value of common shares of the Company under the shelf prospectus on the New York Stock Exchange through Cowen and Company, LLC acting as sole agent (the 2016 ATM Offering). The Company sold a total of 10,245,347 common shares under the 2016 ATM Offering to July 2016 at an average price of $3.90 per share for proceeds of $38.9 million, net of commission.
Credit Facility Amendments
On July 24, 2012, the Company entered into a $75 million revolving credit facility (the Facility), reducing over three years, with Scotia Capital. The purpose of the Facility was for general corporate purposes and was principally secured by a pledge of the Companys equity interests in its material operating subsidiaries, including Refinadora Plata Guanaceví SA de CV, Minas Bolañitos SA de CV and Compania Minera del Cubo SA de CV. The Facility was subject to various qualitative and quantitative covenants, including a debt to EBITDA leverage ratio, an interest service coverage ratio and a tangible net worth calculation. During the year ended December 31, 2013, the Company extended the Facility until July 24, 2016.
On January 19, 2016, the Company signed an amended and restated credit facility (the Amended Facility) which became effective April 1, 2016 to convert the remaining outstanding balance under the existing revolving credit facility into a two year term loan amortized quarterly maturing on December 31, 2017. The interest rate margin on the Facility was 4.5% over LIBOR. The Facility was subject to various qualitative and quantitative covenants, including a debt to EBITDA leverage ratio, an interest service coverage ratio, a tangible net worth calculation, capital and exploration expenditure limits. At December 31, 2017, the Amended Facility was fully repaid.
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Endeavour Silver Corp.
Acquisition of El Compas Project
On May 27, 2016, the Company issued 2,147,239 common shares of the Company to Canarc Resource Corp. (Canarc) and assumed Canarcs obligation to pay an aggregate of 165 troy ounces of gold to Marlin Gold Mining Ltd. to acquire a 100% interest in Canarcs wholly-owned subsidiary, Oro Silver Resources Ltd, which owned the El Compas project in Zacatecas, Mexico through its wholly owned Mexican subsidiary, Minera Oro Silver de Mexico SA de CV (Minera Oro Silver). The El Compas project consists of 28 concessions fully permitted for mining with 22 concessions subject to a 1.5% net smelter return royalty and six concessions subject to a 3.0% net smelter return royalty. Minera Oro Silver also holds a five year operating lease, renewable for an additional five years, on a 500 tpd ore processing plant located in Zacatecas, Mexico for a total annual lease cost of MXN 1.6 million (approximately $90,000), adjusted annually for inflation.
Acquisition of Parral Properties
On October 31, 2016, the Company issued 1,198,083 common shares of the Company to Silver Standard Resources Inc. (Silver Standard) in connection with the acquisition from Silver Standard of a 100% interest in the Parral properties located in Chihuahua, Mexico. Under the terms of the Companys agreement with Silver Standard, the Company is to spend $2 million on exploration over the two-year period following the closing date. On completing this exploration expenditure, Endeavour will have one year to deliver a NI 43-101 technical report, including a resource estimate, and issue an additional $200,000 in common shares of the Company to Silver Standard for each 1,000,000 ounces of silver delineated in measured and indicated resources on the San Patricio and La Palmilla portions of the Parral properties, based on the 10-day average closing price of Endeavours common shares on the New York Stock Exchange prior to the earlier of delivery of the NI 43-101 report and October 31, 2019.
2015
Equity Financing
In 2015, pursuant to the 2015 ATM Offering, the Company issued 799,569 common shares of the Company at an average price of $1.43 per share for net proceeds of $1.1 million.
3.2 |
Significant Acquisitions |
No significant acquisitions for which disclosure is required under Part 8 of National Instrument 51-102 were completed by the Company during its most recently completed financial year.
ITEM 4: | DESCRIPTION OF THE BUSINESS |
4.1 |
General Description |
Business of the Company
The Companys principal business activities are the evaluation, acquisition, exploration, development and exploitation of mineral properties. The Company produces silver and gold from its underground mines at Guanacevi, Bolañitos and El Cubo in Mexico. The Company also has interests in certain exploration properties in Mexico and Chile.
Since 2002, the Companys business strategy has been to focus on acquiring advanced-stage silver mining properties in Mexico. Mexico, despite its long and prolific history of metal production, appears to be relatively under-explored using modern exploration techniques and offers promising geological potential for precious metals exploration and production.
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Endeavour Silver Corp.
The Companys Guanaceví and Bolañitos mines acquired in 2004 and 2007, respectively, demonstrate its business model of acquiring fully built and permitted silver mines that were about to close for lack of ore. By bringing the money and expertise needed to find new silver ore-bodies, Endeavour successfully re-opened and expanded these mines to develop their full potential. In 2012, the Company acquired the El Cubo silver-gold mine which came with substantial reserves and resources. The benefit of acquiring fully built and permitted mining and milling infrastructure is that, if new exploration efforts are successful, the mine development cycle from discovery to production only takes a matter of months instead of the several years normally required in the traditional mining business model.
In addition to operating the Guanaceví, Bolañitos and El Cubo mines, the Company is constructing the El Compas mine, and advancing its Terronera project to a construction decision, both projects being located in Mexico. The Company is also exploring a number of other properties towards achieving its goal to become a premier senior producer in the silver mining sector.
The Companys business is not materially affected by intangibles such as licences, patents and trademarks, nor is it significantly affected by seasonal changes. Other than as disclosed in this AIF, the Company is not aware of any aspect of its business which may be affected in the current financial year by renegotiation or termination of contracts.
Foreign Operations
As the Companys producing mines and mineral exploration interests are principally located in Mexico, the Companys business is dependent on foreign operations. As a developing economy, operating in Mexico has certain risks. See Risk Factors Foreign Operations.
Employees
As at December 31, 2017, the Company had approximately 14 employees based in its Vancouver corporate office and employed through its Mexican subsidiaries approximately 1,610 full and part-time employees in Mexico. Consultants and contractors are also retained from time to time to assist with or conduct specific corporate activities, development and exploration programs.
Environmental Protection
The Companys environmental permit requires that it reclaim certain land it disturbs during mining operations. Significant reclamation and closure activities include land rehabilitation, decommissioning of buildings and mine facilities, ongoing care and maintenance and other costs. Although the ultimate amount of the reclamation and rehabilitation costs to be incurred cannot be predicted with certainty, the total undiscounted amount of probability weighted estimated cash flows required to settle the Companys estimated obligations is $2.1 million for the Guanacevi mine operations, $1.8 million for the Bolañitos mine operations, $4.0 million for the El Cubo mine operations and $0.1 million for the El Compas development project.
Community, Environmental and Corporate Safety Policies
Endeavour is focused on the development of sustainability programs for all stakeholders and understands that such programs contribute to the long-term benefit of the Company and society at large. Sustainability programs implemented by the Company range from improving the Companys safety policies and practices; supporting health programs for the Companys employees and the local communities; enhancing environmental stewardship and reclamation; sponsoring educational scholarships and job skills training programs; sponsoring community cultural events and infrastructure improvements; and supporting charitable causes.
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Endeavour Silver Corp.
4.2 |
Risk Factors |
The Companys ability to generate revenues and profits from its mineral properties, or any other mineral property it may acquire, is dependent upon a number of factors, including, without limitation, the following risk factors.
Precious and Base Metal Price Fluctuations
The profitability of the precious metal operations in which the Company has an interest will be significantly affected by changes in the market prices of precious metals. Prices for precious metals fluctuate on a daily basis, have historically been subject to wide fluctuations and are affected by numerous factors beyond the control of the Company such as the level of interest rates, the rate of inflation, central bank transactions, world supply of the precious metals, foreign currency exchange rates, international investments, monetary systems, speculative activities, international economic conditions and political developments. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving adequate returns on invested capital or the investments retaining their respective values. Declining market prices for these metals could materially adversely affect the Companys operations and profitability.
Fluctuations in the price of consumed commodities
Prices and availability of commodities consumed or used in connection with exploration, development and mining, such as natural gas, diesel, oil, electricity, cyanide and other re-agents fluctuate and affect the costs of production at our operations. These fluctuations can be unpredictable, can occur over short periods of time and may have a materially adverse impact on our operating costs or the timing and costs of various projects. Our general policy is not to hedge our exposure to changes in prices of the commodities that we use in our business.
Foreign Exchange Rate Fluctuations
Operations in Mexico and Canada are subject to foreign currency exchange fluctuations. The Company raises its funds through equity issuances which are priced in Canadian or United States dollars, and the majority of the exploration costs of the Company are denominated in United States dollars and Mexican pesos. The Company may suffer losses due to adverse foreign currency fluctuations.
Competitive Conditions
Significant competition exists for natural resource acquisition opportunities. As a result of this competition, some of which is with large, well established mining companies with substantial capabilities and significant financial and technical resources, the Company may be unable to either compete for or acquire rights to exploit additional attractive mining properties on terms it considers acceptable. Accordingly, there can be no assurance that the Company will be able to acquire any interest in additional projects that would yield reserves or results for commercial mining operations.
Operating Hazards and Risks
Mining operations generally involve a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. These risks include, but are not limited to, the following: environmental hazards, industrial accidents, third party accidents, unusual or unexpected geological structures or formations, fires, power outages, labour disruptions, floods, explosions, cave-ins, land-slides, acts of God, periodic interruptions due to inclement or hazardous weather conditions, earthquakes, war, rebellion, revolution, delays in transportation, inaccessibility to property, restrictions of courts and/or government authorities, other restrictive matters beyond the reasonable control of the Company, and the inability to obtain suitable or adequate machinery, equipment or labour and other risks involved in the operation of mines.
10
Endeavour Silver Corp.
Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of precious and base metals, any of which could result in work stoppages, delayed production and resultant losses, increased production costs, asset write downs, damage to or destruction of mines and other producing facilities, damage to life and property, environmental damage and possible legal liability for any or all damages. The Company may become subject to liability for pollution, cave-ins or hazards against which it cannot insure or against which it may elect not to insure. Any compensation for such liabilities may have a material, adverse effect on the Companys financial position.
Our property, business interruption and liability insurance may not provide sufficient coverage for losses related to these or other hazards. Insurance against certain risks, including certain liabilities for environmental pollution, may not be available to us or to other companies within the industry at reasonable terms or at all. In addition, our insurance coverage may not continue to be available at economically feasible premiums, or at all. Any such event could have a material adverse effect on our business.
Mining Operations
The capital costs required by the Companys projects may be significantly higher than anticipated. Capital and operating costs, production and economic returns, and other estimates contained in the Companys current technical reports, may differ significantly from those provided for in future studies and estimates and from management guidance, and there can be no assurance that the Companys actual capital and operating costs will not be higher than currently anticipated. In addition, delays to construction and exploration schedules may negatively impact the net present value and internal rates of return of the Companys mineral properties as set forth in the applicable technical report. Similarly, there can be no assurance that historical rates of production, grades of ore processed, rates of recoveries or mining cash costs will not experience fluctuations or differ significantly from current levels over the course of the mining operations conducted by the Company.
There can be no assurance that the Company will be able to continue to extend the production from its current operations through exploration and drilling programs.
Infrastructure
Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. The lack of availability on acceptable terms or the delay in the availability of any one or more of these items could prevent or delay exploitation or development of the Companys projects. If adequate infrastructure is not available in a timely manner, there can be no assurance that the exploitation or development of the Companys projects will be commenced or completed on a timely basis, if at all; the resulting operations will achieve the anticipated production volume, or the construction costs and ongoing operating costs associated with the exploitation and/or development of the Companys advanced projects will not be higher than anticipated. In addition, unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Companys operations and profitability.
Exploration and Development
There is no assurance that the Companys exploration and development programs and properties will result in the discovery, development or production of a commercially viable ore body or yield new reserves to replace or expand current reserves.
11
Endeavour Silver Corp.
The business of exploration for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. At this time, other than the mineral reserves on the Companys Guanacevi Mines Project, Bolañitos Mines Project, El Cubo Mine and Terronera property, none of the Companys properties have any defined ore-bodies with proven reserves.
The economics of developing silver, gold and other mineral properties are affected by many factors including capital and operating costs, variations of the tonnage and grade of ore mined, fluctuating mineral markets, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. Depending on the prices of silver, gold or other minerals produced, the Company may determine that it is impractical to commence or continue commercial production.
Substantial expenditures are required to discover an ore-body, to establish reserves, to identify the appropriate metallurgical processes to extract metal from ore, and to develop the mining and processing facilities and infrastructure. The marketability of any minerals acquired or discovered may be affected by numerous factors which are beyond the Companys control and which cannot be accurately foreseen or predicted, such as market fluctuations, conditions for precious and base metals, the proximity and capacity of milling and smelting facilities, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting minerals and environmental protection. In order to commence exploitation of certain properties presently held under exploration concessions, it is necessary for the Company to apply for an exploitation concession. There can be no guarantee that such a concession will be granted. Unsuccessful exploration or development programs could have a material adverse impact on the Companys operations and profitability.
Calculation of Reserves and Resources and Precious Metal Recoveries
There is a degree of uncertainty attributable to the calculation and estimation of reserves and resources and their corresponding metal grades to be mined and recovered. Until reserves or resources are actually mined and processed, the quantities of mineralization and metal grades must be considered as estimates only. Any material change in the quantity of mineral reserves, mineral resources, grades and recoveries may affect the economic viability of the Companys properties.
Decreases in the market price of silver or gold may render the mining of reserves uneconomic.
The mineral resource and reserve figures included in the AIF and the documents incorporated by reference are estimates, which are, in part, based on forward-looking information, and no assurance can be given that the indicated level of silver and gold will be produced. Factors such as metal price fluctuations, increased production costs and reduced recovery rates may render the present proven and probable reserves unprofitable to develop at a particular site or sites for periods of time. Mineral reserve and resource estimates may need to be restated to the extent that actual precious metals prices are lower than those assumed in preparing the estimates.
Replacement of Reserves and Resources
The Guanaceví, Bolañitos and El Cubo mines are the Companys only current sources of mineral production. Current life-of-mine plans provide for a defined production life for mining at the Companys mines. The Bolañitos mine has an expected mine life of less than two years based on current proven and probable reserves and production levels. If the Companys mineral reserves and resources are not replaced either by the development or discovery of additional reserves and/or extension of the life-of-mine at its current operating mines or through the acquisition or development of an additional producing mine, this could have an adverse impact on the Companys future cash flows, earnings, financial performance and financial condition, including as a result of requirements to expend funds for reclamation and decommissioning.
12
Endeavour Silver Corp.
Acquisition Strategy
As part of the Companys business strategy, it has sought and will continue to seek new mining and development opportunities in the mining industry. In pursuit of such opportunities, it may fail to select appropriate acquisition candidates, negotiate appropriate acquisition terms, conduct sufficient due diligence to determine all related liabilities or to negotiate favourable financing terms. The Company may encounter difficulties in transitioning the business, including issues with the integration of the acquired businesses or its personnel into the Company. The Company cannot assure that it can complete any acquisition or business arrangement that it pursues, or is pursuing, on favourable terms, or that any acquisitions or business arrangements completed will ultimately benefit its business.
Integration of New Acquisitions
The Companys success at completing any acquisitions will depend on a number of factors, including, but not limited to: identifying acquisitions which fit the Companys strategy; negotiating acceptable terms with the seller of the business or property to be acquired; and obtaining approval from regulatory authorities in the jurisdictions of the business or property to be acquired.
Business or property acquisitions could place increased pressure on the Companys cash flow if such acquisitions involve cash consideration or the assumption of obligations requiring cash payments. The integration of an acquired business or property with the Companys existing operations require significant expenditures of time, attention and funds. The Company may not be able to integrate the operations of a recently acquired business or restructure the Companys previously existing business operations without encountering unexpected costs, difficulties and delays. The attention required from the Companys management team may detract from the Companys day-to-day operations. Over the short-term, difficulties associated with integration could have a material adverse effect on the Companys business, operating results, financial condition and the price of the Companys common shares. In addition, the acquisition of mineral properties may subject the Company to unforeseen liabilities, including environmental liabilities.
Foreign Operations
The Companys operations are currently conducted through subsidiaries principally in Mexico and, as such, its operations are exposed to various levels of political, economic and other risks and uncertainties which could result in work stoppages, blockades of the Companys mining operations and appropriation of assets. Some of the Companys operations are located in areas where Mexican drug cartels operate. These risks and uncertainties vary from region to region and include, but are not limited to, terrorism; hostage taking; local drug gang activities; military repression; expropriation; extreme fluctuations in currency exchange rates; high rates of inflation; labour unrest; the risks of war or civil unrest; renegotiation or nullification of existing concessions, licenses, permits and contracts; illegal mining; changes in taxation policies; restrictions on foreign exchange and repatriation; and changing political conditions, currency controls and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.
Local opposition to mine development projects could arise in Mexico, and such opposition could be violent. If the Company were to experience resistance or unrest in connection with its Mexican operations, it could have a material adverse effect on its operations and profitability. To the extent the Company acquires mineral properties in jurisdictions other than Mexico, it may be subject to similar and additional risks with respect to its operations in those jurisdictions.
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Endeavour Silver Corp.
Government Regulation
The Companys operations, exploration and development activities are subject to extensive foreign federal, state and local laws and regulations governing such matters as environmental protection, management and use of toxic substances and explosives, management of natural resources, health, exploration and development of mines, production and post-closure reclamation, safety and labour, mining law reform, price controls import and export laws, taxation, maintenance of claims, tenure, government royalties and expropriation of property. There is no assurance that future changes in such regulation, if any, will not adversely affect the Companys operations. The activities of the Company require licenses and permits from various governmental authorities.
The costs associated with compliance with these laws and regulations are substantial and possible future laws and regulations, changes to existing laws and regulations and more stringent enforcement of current laws and regulations by governmental authorities, could cause additional expenses, capital expenditures, restrictions on or suspensions of the Companys operations and delays in the development of its properties. Moreover, these laws and regulations may allow governmental authorities and private parties to bring lawsuits based upon damages to property and injury to persons resulting from the environmental, health and safety practices of the Companys past and current operations, or possibly even those actions of parties from whom the Company acquired its mines or properties, and could lead to the imposition of substantial fines, penalties or other civil or criminal sanctions. The Company retains competent and well trained individuals and consultants in jurisdictions in which it does business, however, even with the application of considerable skill the Company may inadvertently fail to comply with certain laws. Such events can lead to financial restatements, fines, penalties, and other material negative impacts on the Company.
Mexican Foreign Investment and Income Tax Laws
In December 2012, the Mexican government amended federal labour laws with respect to the use of service companies, subcontracting arrangements and the obligation to compensate employees with appropriate profit-sharing in Mexico. While the Company believes it is probable that these amended labour laws will not result in any material obligation or additional profit-sharing entitlements for its Mexican employees, there can be no assurance that this will continue to be the case.
Any developments or changes in such legal, regulatory or governmental requirements as described above or otherwise are beyond the control of the Company and may adversely affect its business.
Obtaining and Renewing Government Permits
In the ordinary course of business, the Company is required to obtain and renew government permits for the operation and expansion of existing operations or for the development, construction and commencement of new operations. Obtaining or renewing the necessary governmental permits is a complex and time-consuming process involving numerous jurisdictions and possibly involving public hearings and costly undertakings on the Companys part. The duration and success of the Companys efforts to obtain and renew permits are contingent upon many variables not within its control including the interpretation of applicable requirements implemented by the permitting authority.
The Company may not be able to obtain or renew permits that are necessary to its operations, or the cost to obtain or renew permits may exceed what the Company believes it can recover from a given property once in production. Any unexpected delays or costs associated with the permitting process could delay the development or impede the operation of a mine, which could adversely impact the Companys operations and profitability.
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Endeavour Silver Corp.
Environmental Factors
All phases of the Companys operations are subject to environmental regulation in the various jurisdictions in which it operates. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that any future changes in environmental regulation will not adversely affect the Companys operations. The costs of compliance with changes in government regulations have the potential to reduce the profitability of future operations. Environmental hazards that may have been caused by previous or existing owners or operators may exist on the Companys mineral properties, but are unknown to the Company at present.
Title to Assets
Although the Company has or will receive title opinions for any properties in which it has a material interest, there is no guarantee that title to such properties will not be challenged or impugned. The Company has not conducted surveys of the claims in which it holds direct or indirect interests and, therefore, the precise area and location of such claims may be in doubt. The Companys claims may be subject to prior unregistered agreements or transfers or native land claims and title may be affected by unidentified or unknown defects.
The Company has conducted as thorough an investigation as possible on the title of properties that it has acquired or will be acquiring to be certain that there are no other claims or agreements that could affect its title to the concessions or claims. If title to the Companys properties is disputed, it may result in the Company paying substantial costs to settle the dispute or clear title and could result in the loss of the property, which events may affect the economic viability of the Company.
Employee Recruitment and Retention
Recruiting and retaining qualified personnel is critical to the Companys success. The Company is dependent on the services of key executives including the Companys President and Chief Executive Officer and other highly skilled and experienced executives and personnel focused on managing the Companys interests. The number of persons skilled in acquisition, exploration, development and operation of mining properties are limited and competition for such persons is intense. As the Companys business activity grows, the Company will require additional key financial, administrative and mining personnel as well as additional operations staff. We could experience increases in our recruiting and training costs and decreases in our operating efficiency, productivity and profit margins. If we are not able to attract, hire and retain qualified personnel, the efficiency of our operations could be impaired, which could have an adverse impact on the Companys future cash flows, earnings, financial performance and financial condition.
Potential Conflicts of Interest
The directors and officers of the Company may serve as directors and/or officers of other public and private companies, and may devote a portion of their time to manage other business interests. This may result in certain conflicts of interest.
To the extent that such other companies may participate in ventures in which the Company is also participating, such directors and officers of the Company may have a conflict of interest. The laws of British Columbia, Canada, require the directors and officers to act honestly, in good faith, and in the best interests of the Company and its shareholders. However, in conflict of interest situations, directors and officers of the Company may owe the same duty to another company and will need to balance the competing obligations and liabilities of their actions.
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Endeavour Silver Corp.
There is no assurance that the needs of the Company will receive priority in all cases. From time to time, several companies may participate together in the acquisition, exploration and development of natural resource properties, thereby allowing these companies to: (i) participate in larger properties and programs; (ii) acquire an interest in a greater number of properties and programs; and (iii) reduce their financial exposure to any one property or program. A particular company may assign, at its cost, all or a portion of its interests in a particular program to another affiliated company due to the financial position of the company making the assignment.
In determining whether or not the Company will participate in a particular program and the interest therein to be acquired by it, it is expected that the directors and officers of the Company will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.
Third Party Reliance
The Companys rights to acquire interests in certain mineral properties have been granted by third parties who themselves may hold only an option to acquire such properties. As a result, the Company may have no direct contractual relationship with the underlying property holder.
Absolute Assurance on Financial Statements
We prepare our financial reports in accordance with accounting policies and methods prescribed by IFRS. In the preparation of financial reports, management may need to rely upon assumptions, make estimates or use their best judgment in determining the financial condition or results of operations of the Company. Significant accounting details are described in more detail in the notes to our annual consolidated financial statements for the year ended December 31, 2017. In order to have a reasonable level of assurance that financial transactions are properly authorized, assets are safeguarded against unauthorized or improper use and transactions are properly recorded and reported, we have implemented and continue to analyze our internal control systems for financial reporting. Although we believe our financial reporting and financial statements are prepared with reasonable safeguards to ensure reliability, we cannot provide absolute assurance in that regard.
General Economic Conditions
The volatile global economic environment has created market uncertainty and volatility in recent years. Instability in the market for metal commodities has been experienced since April 2013, and continues today. These macro-economic events negatively affected the mining and minerals sectors in general, and the Companys market capitalization has been significantly reduced in periods of market instabilities. Any sudden or rapid destabilization of global economic conditions could impact the Company's ability to obtain equity or debt financing in the future on terms favorable to the Company or at all. In such an event, the Company's operations and financial condition could be adversely impacted.
The Company assesses on a quarterly basis the carrying values of its mineral properties. Should market conditions and commodity prices worsen and persist in a worsened state for a prolonged period of time, an impairment of the Companys mineral properties may be required.
Substantial Volatility of Share Price
The market prices for the securities of mining companies, including our own, have historically been highly volatile. The market has from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of any particular company. In addition, because of the nature of our business, certain factors such as our announcements and the publics reaction, our operating performance and the performance of competitors and other similar companies, fluctuations in the market prices of our resources, government regulations, changes in earnings estimates or recommendations by research analysts who track our securities or securities of other companies in the resource sector, general market conditions, announcements relating to litigation, the arrival or departure of key personnel and the risk factors described in this AIF can have an adverse impact on the market price of the Common Shares.
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Endeavour Silver Corp.
Any negative change in the publics perception of Endeavours prospects could cause the price of our securities, including the price of our Common Shares, to decrease dramatically. Furthermore, any negative change in the publics perception of the prospects of mining companies in general could depress the price of our securities, including the price of our Common Shares, regardless of our results. Following declines in the market price of a companys securities, securities class-action litigation is often instituted. Litigation of this type, if instituted, could result in substantial costs and a diversion of our managements attention and resources.
Need for additional financing
The Companys current cash and cash-flows may not be sufficient to pursue additional exploration, development or discovery of additional reserves, extension to life-of-mines or new acquisitions and, therefore, the Company may require additional financing. Additional financing may not be available on acceptable terms, if at all. The Company may need additional financing by way of private or public offerings of equity or debt or the sale of project or property interests in order to have sufficient working capital for its business objectives, as well as for general working capital purposes.
The success and the pricing of any such capital raising and/or debt financing will be dependent upon the prevailing market conditions at that time. There can be no assurance that financing will be available to the Company or, if it is available, that it will be offered on acceptable terms. If additional financing is raised through the issuance of equity or convertible debt securities of the Company, this may negatively impact the price of the Companys common shares and could result in dilution to shareholders and the interests of shareholders in the net assets of the Company may be diluted.
Differences in U.S. and Canadian reporting of mineral reserves and resources
The Companys mineral reserve and resource estimates are not directly comparable to those made in filings subject to SEC reporting and disclosure requirements as the Company generally reports mineral reserves and resources in accordance with Canadian practices. These practices are different from those used to report mineral reserve and resource estimates in reports and other materials filed with the SEC. It is Canadian practice to report measured, indicated and inferred resources, which are not permitted in disclosure filed with the SEC by United States issuers. Under SEC rules, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. United States investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into reserves.
Further, "inferred mineral resources" have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Disclosure of "contained ounces" is permitted disclosure under Canadian regulations; however, the SEC only permits issuers to report mineralization that does not constitute reserves by SEC Industry Guide 7 standards "as in-place tonnage and grade without reference to unit of metal measures.
Accordingly, information concerning descriptions of mineralization, reserves and resources contained in this AIF, or in the documents incorporated herein by reference, may not be comparable to information made public by United States companies subject to the reporting and disclosure requirements of the SEC.
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Endeavour Silver Corp.
Material weaknesses in the internal control over financial reporting
The Company documented and tested, during its most recent fiscal year, its internal control procedures in order to satisfy the requirements of Section 404 of the U.S. Sarbanes-Oxley Act (SOX) requires an annual assessment by management of the effectiveness of the Companys internal control over financial reporting and an attestation report by the independent auditor addressing this assessment. The Company may fail to achieve and maintain the adequacy of its internal control over financial reporting as such standards are modified, supplemented, or amended from time to time, and the Company may not be able to ensure that it can conclude on an ongoing basis that it has effective internal control over financial reporting in accordance with Section 404 of SOX. The Companys failure to satisfy the requirements of Section 404 of SOX on an ongoing, timely basis could result in the loss of investor confidence in the reliability of the Companys financial statements, which in turn could harm the business and negatively affect the trading price of the Common Shares. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm the Companys operating results or cause us to fail to meet reporting obligations.
Future acquisitions of companies may also provide the Company with challenges in implementing the required processes, procedures and controls in its acquired operations. Acquired companies may not have disclosure controls and procedures or internal control over financial reporting that are as thorough or effective as those required by securities laws currently applicable the Company.
No evaluation can provide complete assurance that the internal control over financial reporting will detect or uncover all failures of persons within the Company to disclose material information required to be reported. The effectiveness of the Companys controls and procedures could also be limited by simple errors or faulty judgments. In addition, as the Company expands, the challenges involved in implementing appropriate internal control over financial reporting will increase and will require that it continue to improve the internal control over financial reporting. Although the Company intends to devote substantial time and incur substantial costs, as necessary, to ensure ongoing compliance, it cannot be certain that it will be successful in complying with Section 404 of SOX.
Lack of Dividends
The Company has never declared or paid any dividends on the Common Shares. Endeavour intends, for the foreseeable future, to retain its future earnings, if any, to finance its exploration activities and further development and the expansion of the business. The payment of future dividends, if any, will be reviewed periodically by the Board of Directors of Endeavour and will depend upon, among other things, conditions then existing including earnings, financial conditions, cash on hand, financial requirements to fund our exploration activities, development and growth, and other factors that the Board may consider appropriate in the circumstances.
Claims Under U.S. Securities Laws
The enforcement by investors of civil liabilities under the federal securities laws of the United States may be affected adversely by the fact that the Company is incorporated under the laws of British Columbia, Canada, that the independent chartered public accountants who have audited the Companys financial statements and some or all of the Companys directors and officers may be residents of Canada or elsewhere, and that all or a substantial portion of the Companys assets and said persons are located outside the United States. As a result, it may be difficult for holders of the Companys common shares to effect service of process within the United States upon people who are not residents of the United States or to realize in the United States upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States
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Endeavour Silver Corp.
Financial Instruments
From time to time, the Company may use certain financial instruments to manage the risks associated with changes in silver prices, interest rates and foreign currency exchange rates. The use of financial instruments involves certain inherent risks including, among other things: (i) credit risk, the risk of default on amounts owing to the Company by the counterparties with which Company has entered into such transaction; (ii) market liquidity risk, the risk that the Company has entered into a position that cannot be closed out quickly, either by liquidating such financial instrument or by establishing an offsetting position; and (iii) unrealized mark-to-market risk, the risk that, in respect of certain financial instruments, an adverse change in market prices for commodities, currencies or interest rates will result in the Company incurring an unrealized mark-to-market loss in respect of such derivative products.
Financial Reporting Standards
The Company prepares its financial reports in accordance with IFRS. In preparation of financial reports, management may need to rely upon assumptions, make estimates or use their best judgment in determining the financial condition of the Company. Significant accounting policies are described in more detail in the Companys audited financial statements. In order to have a reasonable level of assurance that financial transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported, the Company has implemented and continues to analyze its internal control systems for financial reporting. Although the Company believes its financial reporting and financial statements are prepared with reasonable safeguards to ensure reliability, the Company cannot provide absolute assurance.
Information Systems and Cyber Security
Our operations depend, in part, upon information technology systems. Our information technology systems are subject to disruption, damage or failure from a number of sources, including, but not limited to, hacking, computer viruses, security breaches, natural disasters, power loss, vandalism, theft and defects in design. Any of these and other events could result in information technology systems failures, operational delays, production downtimes, destruction or corruption of data, security breaches or other manipulation or improper use of our data, systems and networks, any of which could have adverse effects on our reputation, business, results of operations, financial condition and share price.
Our risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect our systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.
4.3 |
Asset-Backed Securities Outstanding |
The Company has not issued any asset-backed securities.
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Endeavour Silver Corp.
4.4 |
Mineral Projects |
Summary of Mineral Reserves and Mineral Resources Estimates
The following tables summarize as at December 31, 2017 the Companys estimated Mineral Reserves and Mineral Resources on its material mineral properties, all of which are wholly owned. Information in the following tables and the notes thereto are extracted from the respective technical reports on the material properties referred to under the description of each property below.
Silver-Gold Proven and Probable Mineral Reserves | |||||||
Tonnes | Ag g/t | Au g/t | Ag Eq g/t | Ag oz | Au oz | Ag Eq oz | |
Proven | |||||||
Guanaceví | 82,000 | 224 | 0.49 | 261 | 591,000 | 1,300 | 688,500 |
Bolañitos | 154,000 | 87 | 2.48 | 273 | 431,000 | 12,300 | 1,353,500 |
El Cubo | 171,000 | 184 | 1.80 | 319 | 1,010,000 | 9,900 | 1,752,500 |
Total Proven | 407,000 | 155 | 1.80 | 290 | 2,032,000 | 23,500 | 3,794,500 |
Probable | |||||||
Guanaceví | 224,000 | 252 | 0.58 | 296 | 1,812,000 | 4,200 | 2,127,000 |
Bolañitos | 258,000 | 86 | 1.87 | 226 | 714,000 | 15,500 | 1,876,500 |
El Cubo | 317,000 | 186 | 1.68 | 312 | 1,894,000 | 17,100 | 3,176,500 |
Terronera | 4,061,000 | 207 | 1.95 | 353 | 27,027,000 | 255,000 | 46,152,000 |
Total Probable | 4,860,000 | 201 | 1.87 | 341 | 31,447,000 | 291,800 | 53,332,000 |
Total P&P | 5,267,000 | 198 | 1.86 | 337 | 33,479,400 | 315,300 | 57,126,500 |
Silver-Gold Inferred Mineral Resources | |||||||
Tonnes | Ag g/t | Au g/t | Ag Eq g/t | Ag oz | Au oz | Ag Eq oz | |
Inferred | |||||||
Guanaceví | 761,000 | 314 | 0.78 | 373 | 7,684,000 | 19,100 | 9,116,500 |
Bolañitos | 945,000 | 150 | 1.95 | 296 | 4,556,000 | 59,200 | 8,996,000 |
El Cubo | 1,100,000 | 143 | 2.07 | 298 | 5,058,000 | 73,200 | 10,548,000 |
Terronera | 1,174,000 | 288 | 1.16 | 375 | 10,848,000 | 43,700 | 14,125,500 |
El Compas | 217,000 | 76 | 5.38 | 480 | 530,000 | 37,500 | 3,342,500 |
Guadalupe y Calvo | 154,000 | 94 | 2.14 | 255 | 465,000 | 10,600 | 1,260,000 |
Parral (new) | 2,283,000 | 262 | 0.25 | 281 | 19,215,000 | 18,100 | 20,572,500 |
Total Inferred | 6,634,000 | 227 | 1.23 | 319 | 48,356,000 | 261,400 | 67,961,000 |
Silver-Gold-Lead-Zinc Mineral Resources | |||||||||
Tonnes | Ag g/t | Au g/t | Ag Eq g/t (1) | Ag oz | Au oz | Ag Eq oz (1) | Pb% | Zn% | |
Indicated | |||||||||
Guanacevi | 363,000 | 208 | 0.26 | 302 | 2,420,500 | 3,100 | 2,653,000 | 0.78 | 1.32 |
Parral (Cometa) | 1,631,000 | 49 | 0.90 | 117 | 2,589,900 | 47,200 | 6,129,900 | 2.87 | 2.86 |
Total Indicated | 1,994,000 | 78 | 0.78 | 151 | 5,010,400 | 50,300 | 8,782,900 | 2.49 | 2.58 |
Inferred | |||||||||
Guanacevi | 488,000 | 132 | 0.16 | 293 | 2,076,000 | 2,500 | 2,263,500 | 1.36 | 2.54 |
Parral (Cometa) | 1,303,000 | 63 | 0.88 | 129 | 2,658,900 | 36,900 | 5,426,400 | 2.55 | 2.28 |
Total Inferred | 1,791,000 | 82 | 0.68 | 174 | 4,734,900 | 39,400 | 7,689,900 | 2.23 | 2.35 |
Notes to Reserves and Resource Tables
1. |
Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. There is no certainty that any or all part of the Mineral Resources will be converted into Mineral Reserves. The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues. |
|
2. |
The Inferred Mineral Resource in this estimate has a lower level of confidence than that applied to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of the Inferred Mineral Resource could be upgraded to an Indicated Mineral Resource with continued exploration. |
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3. |
The Mineral Resources in this estimate were calculated using the Canadian Institute of Mining, Metallurgy and Petroleum (CIM), CIM Standards on Mineral Resources and Reserves, Definitions and Guidelines prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council. |
|
4. |
Reserve and resource cut-off at Guanaceví is 202 g/t Silver equivalents |
|
5. |
Reserve and resource cut-off at Bolañitos is 158 g/t Silver equivalents |
|
6. |
Reserve and resource cut-off at El Cubo is 218 g/t Silver equivalents |
|
7. |
Reserve and resource cut-off at El Compas, Terronera and Parral is 150 g/t Silver equivalents. |
|
8. |
Resource cut-off at Guadalupe y Calvo property in 100 g/t Silver equivalents |
|
9. |
Minimum mining width is 0.8 metres at Guanaceví, Bolañitos and El Cubo |
|
10. |
At Guanaceví dilution is 26% after it has been diluted to a minimum mining width if required |
|
11. |
At Bolañitos dilution is 28% after it has been diluted to a minimum mining width if required |
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12. |
At El Cubo dilution is 35% after it has been diluted to a minimum mining width if required |
|
13. |
Dilution factors are calculated based on internal stope dilution calculations and external dilution factors of 15% for cut and fill mining and 30% for long hole mining at Guanaceví, 28% at Bolañitos and 54% for long mining at El Cubo |
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Endeavour Silver Corp.
14. |
Inferred Mineral Resources for Terronera includes the Terronera and Real Alto Area (Animas-Los Negros, El Tajo & Real veins). |
|
15. |
Inferred resources cut-off at operations are the same cut-offs used as for the Measured and Indicted resources |
|
16. |
The La Colorada structure (Parral) does not contain gold on an economic scale. |
|
17. |
Price assumptions for Guanaceví, Bolañitos and El Cubo are US$17.26/oz for silver, US$1,232/oz for gold, US$0.82/lb for lead and US$0.90/lb for zinc. |
|
18. |
Price assumptions for Terronera are US$18/oz for silver, US$1,250/oz for gold. |
|
19. |
Price assumptions for El Compas are US$18/oz for silver, US$1,225/oz for gold. |
|
20. |
Silver equivalents are based on a 75:1 silver:gold price ratio |
|
21. |
At the Parral (Cometa) project a cut-off using net smelter return of $40 is used with the prices listed below: |
22. |
Figures in the tables are rounded to reflect estimate precision, small differences generated by rounding are not material to the estimates |
|
23. |
Mineral resources are not mineral reserves and do not have to demonstrate economic viability. There is no certainty that any or part of the mineral resources will be converted into mineral reserves. |
|
24. |
Resources are exclusive of and in addition to mineral reserves |
|
25. |
See Cautionary Note to U.S. Investors concerning Estimates of Mineral Reserves and Measured, Indicated and Inferred Mineral Resources |
Guanacevi Mines Project, Durango State, Mexico
The following summary of the Guanacevi Mines Project is extracted from a technical report titled NI 43-101 Technical Report Updated Mineral Resource and Reserve Estimates for the Guanacevi Project, Durango State, Mexico prepared by Hard Rock Consulting LLC, with an effective date of December 31, 2016 and dated March 3, 2017. The complete report can be viewed on SEDAR at www.sedar.com. The technical report is incorporated by reference in its entirety into this AIF.
Executive Summary
Introduction
Hard Rock Consulting, LLC (HRC) was retained by Endeavour Silver Corp. (EDR) to complete an independent technical audit and to update the mineral resource and reserve estimates for the Guanaceví Project (the Project) located in Durango State, Mexico. This report presents the results of HRCs efforts, and is intended to fulfill the Standards of Disclosure for Mineral Projects according to Canadian National Instrument 43-101 (NI 43-101). This report was prepared in accordance with the requirements and guidelines set forth in Companion Policy 43-101CP and Form 43-101F1 (June 2011), and the mineral resources and reserves presented herein are classified according to Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards - For Mineral Resources and Mineral Reserves, prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council on May 10, 2014. The mineral resource and mineral reserve estimates reported here are based on all available technical data and information as of December 31, 2016.
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Endeavour Silver Corp.
Property Description and Ownership
The Guanaceví Project is located in the northwest portion of the Mexican state of Durango, approximately 3.6 km west of the town of Guanaceví and 260 km northwest of the capital city of Durango. The approximate geographic center of the Project is 105°58'20"W longitude and 25°54'47"N latitude. At present, the Project is comprised of 51 mineral concessions for a total property area of 4,171.5546 ha.
EDR controls the Guanaceví Project through its 100% owned Mexican subsidiary, Endeavour Gold Corporation S.A. de C.V. (Endeavour Gold). Endeavour Gold holds the project through its two 100% owned subsidiaries, Minera Plata Adelante S.A. de C.V. (Minera Plata Adelante) and Refinadora Plata Guanaceví S.A. de C.V. (Refinadora Plata Guanaceví).
Geology and Mineralization
The Guanaceví silver-gold district hosts classic, high-grade silver-gold, epithermal vein deposits characterized by low sulphidation mineralization and adularia-sericite alteration. The Guanaceví veins are typical of most other epithermal silver-gold vein deposits in Mexico in that they are primarily hosted in the Tertiary Lower Volcanic series of andesite flows, pyroclastics and epiclastics, overlain by the Upper Volcanic series of rhyolite pyroclastics and ignimbrites. Evidence is accumulating in the Guanaceví mining district that the mineralization is closely associated with a pulse of silicic eruptions that either signaled the end of Lower Volcanic Sequence magmatism or the onset of Upper Volcanic Sequence activity.
Mineralization at Guanaceví occurs in association with an epithermal low sulphidation, quartz-carbonate, fracture-filling vein hosted by a structure trending approximately N45°W, dipping 55° southwest. The Santa Cruz vein is the principal host of silver and gold mineralization at Guanaceví, and is located on the west side of the horst of the Guanaceví Formation. The mineralized vein is part of a major fault system that trends northwest and principally places the Guanaceví Formation in the footwall against andesite and/or rhyolite in the hanging wall. The fault and vein comprise a structural system referred to locally as the Santa Cruz vein structure or Santa Cruz vein fault. The Santa Cruz vein itself has been traced for 5 km along trend, and averages approximately 3.0 m in width. High-grade mineralization in the system is not continuous, but occurs in steeply northwest-raking shoots up to 200 m in strike length. A secondary mineralized vein is located sub-parallel and subjacent to the Santa Cruz vein, in the footwall, and while less continuous is economically significant in the Porvenir Dos and North Porvenir portions of the Project.
Status of Exploration
In 2016, EDR spent US $1,297,698 (including property holding costs) on exploration activities, primarily at the Porvenir and Santa Cruz mines. Surface and underground drilling programs were carried out at both mine localities, totaling 6,985 m in 30 holes, with a total of 3,070 samples submitted for assay. Regional field exploration was conducted over several concessions peripheral to the Guanaceví Project, and included collection and analysis of 323 rock samples.
Since acquisition of the Guanaceví Project in 2004, and prior to the 2016 exploration season, EDR had completed 690 diamond drill holes totaling 191,116 m and 22 reverse circulation drill holes totaling 2,977 m on the entire Guanaceví Mines Project. Of this total, approximately 147,718 m of diamond drilling in 504 holes were completed on the Santa Cruz vein structure. Holes were drilled from both surface and underground drill stations, and 54,799 samples were collected and submitted for assay.
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Endeavour Silver Corp.
Development and Operations
Conventional cut and fill mining or by long hole stope methods are employed at Guanaceví. Cut and fill stopes are generally 15m long and 5m high, and long hole stopes are 15m long and 20m high. Access to the stoping areas is provided by a series of primary and secondary ramps located in the footwall. The ramps have grades from minus 15% to plus 12%, with plus or minus 12% as standard. The cross-cuts are 4 m by 4 m for the primary ramps and 3.5 m by 3.5 m for the secondary ramps.
In the upper parts of the mine, stope access is by short (10m to 40m) cross-cuts from the ramp to the vein/stope. These cross-cuts are generally 3.5m by 3.5m in cross-section and are usually driven down at minus 18% to intersect with the stope. As the stope advances up-dip on the vein, the back is taken down the cross-cuts to maintain access until the cross-cut reaches a maximum inclination of 15%. In the lower parts of the mine (below the water table) stope access is by 90m long cross-cuts to the vein/stope. The cross-cuts are generally 3.0m by 3.5m in cross-section and are driven at plus 1% to intersect the stope (for water drainage). As the stope advances up-dip on the vein, the back is taken down in these cross-cuts to maintain access until the cross-cut reaches a maximum inclination of plus 15%.
Mining in the stopes is done with jackleg drills. Back cuts are taken 2m to 2.5m high via vertical up-hole drilling or by breasting. The broken material is mucked out using scooptrams (2 yard or 3.5 yard depending on vein width). Waste fill from mine development is placed in the stope by the same scooptrams to within 2 m to 2.5 m of the back. When the vein is less than minimum mining width, the footwall is slashed to provide adequate width. This slashing is done during the fill cycle and the slashed material remains in the stope as fill.
In 2016, the total ore production was approximately 19% from the Porvenir North mine, 74% from the Santa Cruz mine and 7% from Porvenir 4.
The production from the Porvenir North mine was distributed in three main areas of the mine (Upper Porvenir North, Deep Porvenir North and Central Porvenir North). The area of Upper Porvenir North, provided 34% of production from the mine. The stopes that contributed the most in this area were the R-3122, 3123-R and R-3124. In Deep Porvenir North, production was from the R-3133 and R-3134 stopes which represented 8% of the production. Central Porvenir North produced the most tonnage providing 39% of the total production. Stopes that contributed from this were the R-3145-2, R-3146-2, R-3149 and R-3150. The development from Porvenir North produced 15% of production from the mine. In the Upper Porvenir North mine development was from the S-3117, S-3122 and S-3123 levels. In Central Porvenir North mine development was from the S-3149, 3150-S and S-3157 levels.
In the Santa Cruz mine, the main ramp development was advanced to the 3359 and 3360 levels. During 2016 continued side ramps were developed to enter the main vein at the southern end of mine. Lateral ramps were developed from the ramp on the 4118, R-3348, 3349-R, R-3350 and R-3351 levels. Historic workings on level 13 were also opened to extract remnant ore zones. Production from stopes concentrated on the R-3352, R-3353, R-3354, R-3356, 3357-R and R-3359 stoping levels with R-3352 being the largest contributor. These stopes presented approximately 80% of the total production from Santa Cruz during 2016. Development ore represented approximately 7% of the total production.
In the Porvenir 4 mine development concentrated on the 3508 and 3509 ramps. Production from the mine was mainly from the S-3507, S-3508 and B S-3509 levels. Ore from these stopes represented approximately 24% of ore generated from the mine. Stope production concentrated on the R-3506, R-3507, R-3508, R-3508 B INT B Y R-3509 stopes.
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Endeavour Silver Corp.
As of December 31, 2016, the Guanaceví mines project had a roster of 546 employees and an additional 387 contractors. The mine operates on two 10-hour shifts, 7 days a week, whereas the mill operates on a 24/7 schedule.
Mineral Resource Estimate
Resource geologist Zachary J. Black, SME-RM, of HRC is responsible for the mineral resource estimate presented in this report. Mr. Black is a Qualified Person as defined by NI 43-101, and is independent of EDR. The mineral resources reported herein are classified as Measured, Indicated and Inferred according to CIM Definition Standards.
HRC estimated the mineral resource for the Guanaceví Project based on drillhole data constrained by geologic vein boundaries with an Inverse Distance Weighted (ID) algorithm. Datamine Studio RM® V1.0.73.0 (Datamine) software was used to complete the resource estimate in conjunction with Leapfrog Geo® V.3.0.0 (Leapfrog), which was used to produce the geologic model. The metals of interest at Guanaceví are gold and silver.
The Guanaceví mineral resource is comprised of 22 individual veins. The veins are further subdivided by area and modeling method. The mineral resources have been estimated using either a Vertical Longitudinal Projection (VLP) polygonal method (4 veins) or as 3-dimensional (3D) block model (18 veins).
The resources based on the 2D polygonal methods are estimated by using a fixed distance VLP from sample points. The VLPs are created by projecting vein geology and underground workings onto a vertical 2D long section. The 2D estimates were classified based on the distance to the nearest sample. Measured mineral resources are the area of the defined resource blocks within 10 meters of a sample. Indicated mineral resources are the area of the defined resource blocks within 20 meters of a sample. Inferred mineral resources are those blocks greater than 20 meters from a sample and have a value for estimated silver.
HRC constructed the 3D vein models using Leapfrog. Eighteen veins were modeled using a linear interpolation methodology and sample intervals. Cross-sections orthogonal to the strike of the vein were used to select intervals from drillholes representing the vein material. Level sections were used to select vein material from channel samples. Points representing the hanging wall and footwall contacts were extracted by the software to interpolate hanging wall and footwall surfaces. These surfaces were used to delineate each vein solid. The surfaces were evaluated in 3-dimensions to ensure that both the down dip and along strike continuity was maintained throughout the model. Veins were clipped against younger veins, topography, and the concession boundaries.
The mineral resource estimate includes all analytical data obtained as of December 31, 2016. Mineral resources are not mineral reserves and may be materially affected by environmental, permitting, legal, socio-economic, political, or other factors. Mineral resources are reported above a silver equivalent grade of 198 gpt, assuming a silver price of $16.29 per ounce. HRC used a cutoff grade to test for reasonable prospects for economic extraction.
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Endeavour Silver Corp.
The mineral resources for the Guanaceví mine as of December 31, 2016, are summarized in Table 1-1. The resources are exclusive of the mineral reserves.
Table 1-1 Mineral Resource Estimate, Effective Date December 31, 2016
Classification
|
Tonnes
|
Silver Equivalent | Silver | Gold | ||
g/t | g/t | oz. | g/t | oz. | ||
Measured | 69,000 | 284 | 248 | 550,300 | 0.47 | 1,000 |
Indicated | 2,271,000 | 351 | 296 | 21,595,600 | 0.72 | 52,800 |
Measured +Indicated | 2,340,000 | 349 | 295 | 22,145,900 | 0.71 | 53,800 |
Inferred | 638,000 | 441 | 379 | 7,769,400 | 0.82 | 16,900 |
1. |
Measured, Indicated and Inferred resource cut-off grades were 198 g/t silver equivalent at Guanaceví. |
|
2. |
Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resources estimated will be converted into mineral reserves. |
|
3. |
Metallurgical recoveries were 82.5% silver and 85.4% gold. |
|
4. |
Silver equivalents are based on a 75:1 silver: gold ratio |
|
5. |
Price assumptions are $16.29 per ounce for silver and $1,195 per ounce for gold for resource cutoff calculations. |
|
6. |
Mineral resources are estimated exclusive of and in addition to mineral reserves. |
Mineral Reserve Estimate
Mr. Jeff Choquette, P.E., MMSA-QP, of HRC is responsible for the mineral reserve estimate presented in this report. Mr. Choquette is Qualified Person as defined by NI 43-101 and is independent of EDR. The mineral reserve estimate for EDRs Guanaceví Project has an effective date of December 31st, 2016. The mineral reserve estimate includes the Santa Cruz and Porvenir Norte areas of the mine and the ore stockpiles at the mill site. Stope designs for reporting the mineral reserves were created utilizing the updated resources and cutoffs established for 2016. All the stopes are within readily accessible areas of the active mining areas. Ore is processed in the on-site mill, leaching circuit and Merrill Crowe process capable of processing 1,300 tpd.
HRC utilized Datamines Mineable Shape Optimizer (MSO) program to generate the stopes for the reserve mine plan. The MSO stope designs are then used to design stopes on levels along with the required development for the final mine plans. The stopes were created based solely on Measured and Indicated resources above the calculated cutoff, which have demonstrated to be economically viable; therefore, Measured and Indicated mineral resources within the stopes have been converted to Proven and Probable mineral reserves as defined by CIM. Inferred mineral resources are classified as waste. Dilution is applied to Measured and Indicated resource blocks depending on the mining method chosen.
The mining breakeven cut-off grade, which includes internal stope dilution, was utilized in Datamines MSO to generate the stope designs for defining the reserves. The cut-off is stated as silver equivalent since the ratio between gold and silver is variable and both commodities are sold. The average cut-off grade used for the Guanaceví property is 198 g/t Ag equivalent. Silver equivalent grade is calculated as the silver grade + (gold grade * 75), taking into account gold and silver prices and expected mill recoveries.
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Endeavour Silver Corp.
Mineral reserves are derived from Measured and Indicated resources after applying the economic parameters as stated above, and utilizing Datamines MSO program to generate stope designs for the reserve mine plan. The Guanaceví Project mineral reserves are derived and classified according to the following criteria:
|
Proven mineral reserves are the economically mineable part of the Measured resource for which mining and processing / metallurgy information and other relevant factors demonstrate that economic extraction is feasible. For Guanaceví Project, this applies to blocks located within approximately 10m of existing development and for which EDR has a mine plan in place. |
|
|
Probable mineral reserves are those Measured or Indicated mineral resource blocks which are considered economic and for which EDR has a mine plan in place. For the Guanaceví mine project, this is applicable to blocks located a maximum of 35m either vertically or horizontally from development with one exception in the main lower Santa Cruz vein the maximum distance to development was extended to 110m as this area is currently being developed. |
The Proven and Probable mineral reserves for the Guanaceví mine as of December 31, 2016 are summarized in Table 1-2. The reserves are exclusive of the mineral resources reported in Section 14 of this report.
Table 1-2 Mineral Reserve Estimate
Tonnes | AgEq | Ag (oz) * | Au | Au (oz) * | % | ||
Classification | (t x 1,000) | g/t | Ag g/t | 1,000 | g/t | 1,000 | Dilution |
Proven | 86.5 | 284 | 247 | 686.2 | 0.49 | 1.37 | 26% |
Probable | 508.2 | 311 | 262 | 4,285.20 | 0.64 | 10.48 | 30% |
Total Proven and Probable Reserves | 594.7 | 307 | 260 | 4,971.40 | 0.62 | 11.84 | 29% |
1. |
Reserve cut-off grades are based on a 198 g/t silver equivalent. |
|
2. |
Metallurgical Recoveries were 82.5% silver and 85.4% gold. |
|
3. |
Mining Recoveries of 95% were applied. |
|
4. |
Minimum mining widths were 1.4 meters. |
|
5. |
Dilution factors averaged 29%. Dilution factors are calculated based on internal stope dilution calculations and external dilution factors of 15% for cut and fill and 30% for long hole. |
|
6. |
Silver equivalents are based on a 75:1 silver:gold ratio. |
|
7. |
Price assumptions are $16.29 per ounce for silver and $1,195 per ounce for gold. |
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8. |
Mineral resources are estimated exclusive of and in addition to mineral reserves. |
|
9. |
Figures in table are rounded to reflect estimate precision; small differences generated by rounding are not material to estimates. |
Conclusions and Recommendations
The QP considers the Guanaceví resource and reserve estimates presented here to conform with the requirements and guidelines set forth in Companion Policy 43-101CP and Form 43-101F1 (June 2011), and the mineral resources and reserves presented herein are classified according to Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards - For Mineral Resources and Mineral Reserves, prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council on May 10, 2014. These resources and reserves form the basis for EDRs ongoing mining operations at the Guanaceví Mines Project.
The QP is unaware of any significant technical, legal, environmental or political considerations which would have an adverse effect on the extraction and processing of the resources and reserves located at the Guanaceví Mines Project. Mineral resources which have not been converted to mineral reserves, and do not demonstrate economic viability shall remain mineral resources. There is no certainty that all or any part of the mineral resources estimated will be converted into mineral reserves.
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Endeavour Silver Corp.
The QP considers that the mineral concessions in the Guanaceví mining district controlled by EDR continue to be highly prospective both along strike and down dip of the existing mineralization.
EDRs Guanaceví Mines Project has an extensive mining history with well-known silver and gold bearing vein systems. Ongoing exploration has continued to demonstrate the potential for the discovery of additional resources at the project and within the district surrounding the mine. Since EDR took control of the Guanaceví mines Property, new mining areas have enabled EDR to increase production by providing additional sources of mill feed. EDRs operation management teams continue to search for improvements in efficiency, lowering costs and researching and applying low-cost mining techniques.
2017 exploration budgets for Guanaceví are approved for 8,000 meters of drilling. The approved budget for this drilling is estimated at US $1,200,000 for the year.
HRC recommends that the continuation of the conversion of all resources into reserves from 2D polygons to 3D block models be continued. During 2015 and 2016, considerable progress was made in this regard. Additional modeling efforts should be made to define the mineralized brecciated areas as they have been an import source of economic material encountered in the current operation, and could provide additional tonnage to support the mine plan.
Currently EDR utilizes the exploration drilling and chip and muck samples in their resource and reserve calculations. HRC recommends that future efforts focus on constructing block models for resource and reserve reporting utilizing only the exploration and underground drilling results. The chip and muck samples should be used to develop the production model. This will help in keeping data densities consistent in each modeling effort and allow another level into the reconciliation process to compare modeling results.
Although the reconciliations conducted by EDR show good comparisons on planned values versus actual values the reconciliation process should be improved to include the estimated tonnes and grade from the resource models. By comparing the LOM plan on a monthly basis to the plant production the actual physical location of the material mined may be different in the plan versus the actual area that was mined. Due to the many faces that are mined during a day this can only be completed on an average monthly basis to account for the blending of this material at the mill. The monthly surveyed as mined areas should be created and saved on a monthly basis for reporting the modeled tonnes for each month. The combination of the 3D block models and 2D and polygonal reserves makes this process difficult but considerable progress has been made during the last year to get all resources and reserves into 3D block models. The model predicted results versus actuals can then be used to determine if dilution factors need to be adjusted or perhaps the resource modeling parameters may require adjustment if there are large variances. On a yearly basis, the mill production should be reconciled to the final concentrate shipments and resulting adjustment factors should be explained and reported.
Guanacevi Mines Project 2017 Internal Update
Exploration update
In 2017, the Company spent $1.4 million (including property holding costs) on exploration activities, mainly on underground drilling conducted at the Porvenir and Santa Cruz Mines. The underground drilling program included a total of 6,794 m in 29 holes, with a total of 2,995 samples submitted for assay. Field exploration activities were carried out over numerous concessions peripheral to the Guanaceví Project, and included the collection and analysis of 157 rock samples.
For 2018, the approved exploration budget for Guanaceví is US $750,000, including 5,000 m of underground drilling. The main objective is to determine the extension to depth of the Santa Cruz vein in the North Porvenir (below Level 3134), Santa Cruz Mine (deeper zone, below the 3360 level) and La Prieta Mine.
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Endeavour Silver Corp.
Mineral Resource Estimation
The estimation of the mineral resource for the Guanaceví mining operation is based on drill hole data constrained by geologic vein boundaries. Both, exploration and production data are used for modelling estimation and classification. The interpolation is assessed through Ordinary Kriging algorithm. The channel composite database cut-off date for mineral resource estimation was August 31, 2017. The exploration database cut-off date for mineral resource estimation was September 30, 2017.
The Company used criteria of distance from composites and the number of samples to classify the mineral resources into measured, indicated, inferred. Measured mineral resources are those blocks with at least 16 composites, laying within a distanced no greater than 15 metres. Indicated mineral resources are these blocks estimated by at least 4 composites laying no farther than 25 metres from samples. Inferred mineral resources are those blocks, which distance to borehole composites and channel samples is greater than 50 metres.
Mineral Resources stated as at 31 of December 2017
Notes: | ||
|
Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that any or all part of the mineral resources will be converted into mineral reserves. |
|
|
Mineral resources are exclusive of and in addition to mineral reserves |
|
|
Reserve and resources cut-off grades are 202 g/t silver equivalent |
|
|
Recoveries are 83.00% silver and 85.00% gold |
|
|
Mining recoveries of 92% were applied for mineral reserve estimate calculations. |
|
|
Minimum mining widths are 0.8 meters |
|
|
Dilution factor is 25.97%, The dilution factors are calculated based on estimates of internal dilution of |
|
cameras and external factors dilution of 20% for cut and fill and 30% for long hole |
||
|
Silver equivalents are based on a 75:1 silver:gold ratio |
|
|
Price assumptions are $17.26 per ounce for silver and $1,232 per ounce for gold |
Mineral Reserve Estimation
The mineral reserve estimate includes the Santa Cruz and Porvenir Norte areas of the mine.
The mining breakeven cut-off grade 202 g/t Ag equivalent, which includes internal stope dilution, was utilized to generate the stope designs for defining the reserves. The cut-off is stated as silver equivalent since the ratio between gold and silver is variable and both commodities are sold. The average cut-off grade used for the Guanaceví property is 202 g/t Ag equivalent. Silver equivalent grade is calculated as the silver grade plus (gold grade multiplied by 75), taking into account gold and silver prices and expected mill recoveries.
Mineral reserves are derived from Measured and Indicated resources after applying the economic parameters as stated above, and utilizing Vulcan software to generate stope designs for the reserve mine plan. The Guanaceví Project mineral reserves are derived and classified according to the following criteria:
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Endeavour Silver Corp.
|
Proven mineral reserves are the economically mineable part of the Measured resource for which mining and processing / metallurgy information and other relevant factors demonstrate that economic extraction is feasible. For Guanaceví Project, this applies to blocks located within approximately 15m of existing development and for which EDR has a mine plan in place. |
|
|
Probable mineral reserves are those Measured or Indicated mineral resource blocks which are considered economic and for which EDR has a mine plan in place. For the Guanaceví mine project, this is applicable to blocks located a maximum of 25-35m either vertically or horizontally from development and the drill holes data. |
Mineral Reserves stated as at 31 of December 2017
Notes: | ||
|
Reserve cut-off grades are 202 g/t silver equivalent |
|
|
Recoveries are 83.00% silver and 85.00% gold |
|
|
Mining recoveries of 92% were applied for mineral reserve estimate calculations. |
|
|
Minimum mining widths are 0.8 meters |
|
|
Dilution factor is 25.97%, The dilution factors are calculated based on estimates of internal dilution of cameras and external factors dilution of 20% for cut and fill and 30% for long hole |
|
|
Silver equivalents are based on a 75:1 silver:gold ratio |
|
|
Price assumptions are $17.26 per ounce for silver and $1,232 per ounce for gold |
Bolañitos Mines Project (formerly the Guanajuato Mines Project), Guanajuato State, Mexico
The following summary of the Bolañitos Mines Project is extracted from the technical report titled NI 43-101 Technical Report: Updated Minerals Resource and Reserve Estimates for the Bolañitos Project Guanajuato State Mexico prepared by Hard Rock Consulting LLC, with an effective date of December 31, 2016 and dated March 3, 2017. The complete report can be viewed on SEDAR at www.sedar.com. The technical report is incorporated by reference in its entirety into this AIF.
Executive Summary
Introduction
Hard Rock Consulting, LLC (HRC) was retained by Endeavour Silver Corp. (EDR) to complete an independent technical audit and to update the mineral resource and reserve estimates for the Bolañitos Project (the Project) located in Guanajuato State, Mexico. This report presents the results of HRCs efforts, and is intended to fulfill the Standards of Disclosure for Mineral Projects according to Canadian National Instrument 43-101 (NI 43-101). This report was prepared in accordance with the requirements and guidelines set forth in Companion Policy 43-101CP and Form 43-101F1 (June 2011), and the mineral resources and reserves presented herein are classified according to Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards - For Mineral Resources and Mineral Reserves, prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council on May 10, 2014. The mineral resource and mineral reserve estimates reported here are based on all available technical data and information as of December 31, 2016.
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Endeavour Silver Corp.
Property Description and Ownership
In 2007, EDR acquired the Bolañitos mine from Industrias Peñoles S.A. de C.V. (Peñoles), the owner at the time, and Minas de la Luz, S.A. de C.V. (Minas de la Luz), the operator at the time. The acquisition included the Mina Cebada, Mina Bolañitos, Mina Golondrinas and Mina Asunción (as well as a few other currently closed mines). Minas de la Luz continued as the operator of the mines until June, 2007, when EDR assumed control. The Mina Asunción is very close to the Mina Bolañitos and the two are currently connected underground.
The Bolañitos Project is located in the state of Guanajuato, Mexico. The mine consists of three operating mines: the Bolañitos, Lucero, and Asuncion mines, which are located near the town of La Luz, about 12 km to the northeast of Guanajuato. All of the mines are readily accessed by paved and gravel roads. EDR also owns the inactive Cebada mine, located about 5 km north of the city of Guanajuato, and the inactive Golondrinas mine, which is 3.5 km to the southwest of Cebada.
Geology and Mineralization
The Bolañitos mine is located in eastern part of the Guanajuato mining district, in the southeastern portion of the Sierra de Guanajuato, which is an anticlinal structure about 100 km long and 20 km wide. Bolañitos is located on the northeast side of this structure where typical primary bedding textures dip 10° to 20° to the north-northeast. Economic mineralization at Bolañitos is known to extend as much as 250 m vertically from 2300 m to 2050 m elevation with the exception of the La Luz vein that extends 400 m vertically from 2300 m to 1900 m.
The Guanajuato mining district is characterized by classic, high grade silver-gold, epithermal vein deposits with low sulfidation mineralization and adularia-sericite alteration. Veins in the Guanajuato district are typical of most epithermal silver-gold vein deposits in Mexico with respect to the volcanic or sedimentary host rocks and the paragenesis and tenor of mineralization. The Guanajuato mining district hosts three major mineralized fault systems, the La Luz, Veta Madre and Sierra systems.
Of the geological formations associated with the Guanajuato district, only the Esperanza and La Luz Formations occur in the Bolañitos mine area with mineralization residing primarily within the La Luz Formation. Mineralization is known to dissipate at the contact with the Esperanza Formation.
The Veta Madre historically was the most productive vein in the Guanajuato district, and is by far the most continuous, having been traced on the surface for nearly 25 km. The vein dips from 35° to 55º to the southwest with measured displacement of around 1,200m near the Las Torres mine and 1,700 m near La Valenciana mine. The most productive veins at Bolañitos strike parallel to the Veta Madre system. Bolañitos mineralization is directly related to faulting. Mineralization occurs as open-space fillings in fracture zones or impregnations in locally porous wall rock. Veins which formed in relatively open spaces are the main targets for mining.
Mineralized veins at Bolañitos consist of the classic banded and brecciated epithermal variety. Silver occurs primarily in dark sulfide-rich bands within the veins, with little mineralization within the wall rocks. The major metallic minerals reported include pyrite, argentite, electrum and ruby silver, as well as some galena and sphalerite, generally deeper in the veins. Mineralization is generally associated with phyllic (sericite) and silicification alteration which forms haloes around the mineralizing structures. The vein textures are attributed to the brittle fracturing-healing cycle of the fault-hosted veins during and/or after faulting.
Economic concentrations of precious metals are present in shoots distributed vertically and laterally between non-mineralized segments of the veins. Overall, the style of mineralization is pinch-and-swell with some flexures resulting in closures and others generating wide sigmoidal breccia zones.
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Endeavour Silver Corp.
Status of Exploration
In 2016, EDR spent US $240,249 (including property holding costs) on exploration activities, including drilling, at the Bolañitos Project. The target areas explored at the Bolañitos Project in 2016 included:
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Bolañitos North (La Luz-San Antonio de los Tiros), |
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|
La Loba Margaritas, and |
|
|
Bolañitos South (San Cayetano and Emma) |
A combined total of 9 drillholes were completed in the Bolañitos North (4 holes) and Bolañitos South (5 holes) areas for a total of 2,528 meters. Geological mapping and surface sampling was conducted in all three of the areas explored.
Mineral Resource Estimate
Resource geologist Zachary J. Black, SME-RM, of HRC is responsible for the mineral resource estimate presented here. Mr. Black is a Qualified Person as defined by NI 43-101, and is independent of EDR. EDR estimated the mineral resource for the Bolañitos mine Project based on drillhole data constrained by geologic vein boundaries under the direct supervision of HRC. Datamine Studio RM® V1.0.73.0 (Datamine) software was used to audit the resource estimate in conjunction with Leapfrog Geo® V.3.0.0 (Leapfrog), which was used to produce a geologic model. The metals of interest at Bolañitos are gold and silver.
The Bolañitos mineral resource is comprised of 21 individual veins. The veins are further subdivided into areas and modeling method. The mineral resources have been estimated using either a Vertical Longitudinal Projection (VLP) polygonal method (9 veins) or as 3-dimensional (3D) block model (12 veins). The 3D models have been split into 2 areas based on the vein location within the deposit.
The resources based on the 2D polygonal methods are estimated by using a fixed distance Vertical Longitudinal Projection (VLP) from sample points. The VLPs are created by projecting vein geology and underground workings onto a vertical 2D long section. Resource blocks are constructed on the VLP based on the sample locations in the plane of the projection. EDR geologists review the data for sample trends and delineate areas with similar characteristics along the sample lines. The areas are then grouped based on mining requirements and the average grades and thicknesses of the samples are tabulated for each block. Resource volumes are calculated from the delineated area and the horizontal thickness of the vein, as recorded in the sample database. The volume and density are used to determine the overall resource tonnage for each area, and the grades are reported as a length weighted average of the samples inside each resource block.
HRC validated the vein models provided by EDR using Leapfrog. Ten veins were modeled by EDR using a series of cross-sectional interpretations. The sectional interpretations are based primarily on composite intercepts and are used to construct 3D vein solids in Vulcan. Cross-sections orthogonal to the strike of the vein and level plan sections were used to insure sample selections for compositing were contained within the modeled veins. HRC confirmed the areas reported in EDR resource sheets loading AutoCAD® long VLPs provided by EDR into ArcGIS® software, and tracing the perimeter of the resource blocks and measuring the area with the built-in measuring tool. The dip of the vein and true thickness are known variables.
The mineral resource estimate for the Bolañitos Project as of December 31 st , 2016, is summarized in Table 1-1. The mineral resources are exclusive of the mineral reserves.
Table 1-1 Mineral Resource Estimate, Effective Date December 31st, 2016
Classification |
Tonnes
|
Silver
Equivalent |
Silver | Gold | ||
g/t | g/t | oz | g/t | oz | ||
Measured | 89,000 | 329 | 150 | 427,600 | 2.29 | 6,500 |
Indicated | 698,000 | 325 | 162 | 3,630,300 | 2.04 | 45,800 |
Measured + Indicated | 787,000 | 325 | 161 | 4,057,900 | 2.07 | 52,300 |
Inferred | 1,150,000 | 330 | 153 | 5,674,700 | 2.29 | 84,800 |
1. |
Measured, Indicated and Inferred resource cut-off grades were 162 g/t silver equivalent at Bolañitos. |
2. |
Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resources estimated will be converted into mineral reserves. |
3. |
Metallurgical recoveries were 79.6% silver and 84.5% gold. |
4. |
Silver equivalents are based on a 75:1 silver:gold ratio |
5. |
Price assumptions are $16.29 per ounce for silver and $1,195 per ounce for gold for resource cutoff calculations. |
6. |
Mineral resources are estimated exclusive of and in addition to mineral reserves. |
Mineral Reserve Estimate
Mr. Jeff Choquette, P.E., MMSA QP Member, of HRC is responsible for the mineral reserve estimate presented in this report. Mr. Choquette is Qualified Person as defined by NI 43-101 and is independent of EDR. The reserve calculation for the Bolañitos Project was completed in accordance with NI 43-101 and has an effective date of December 31st, 2016. Stope designs for reporting the reserves were created utilizing the updated resources and cutoffs established for 2016. All of the stopes are within readily accessible areas of the active mining areas. Ore is processed in the on-site mill and floatation process capable of processing 1,600 tpd.
HRC utilized Datamines MSO (Mineable shape optimizer) program to generate the stopes for the reserve mine plan. The stopes were created based solely on Measured and Indicated resources above the calculated cutoff, which have demonstrated to be economically viable; therefore, Measured and Indicated mineral resources within the stopes have been converted to Proven and Probable mineral reserves as defined by CIM. Inferred mineral resources are classified as waste. Dilution is applied to Measured and Indicated resource blocks depending on the mining method chosen.
The mining breakeven cut-off grade, which includes internal stope dilution, was utilized in Datamines MSO to generate the stope designs for defining the reserves. The cut-off is stated as silver equivalent since the ratio between gold and silver is variable and both commodities are sold. The average cut-off grade used for the Bolañitos property is 162 g/t Ag equivalent. Silver equivalent grade is calculated as the silver grade + (gold grade * 75), taking into account gold and silver prices and expected mill recoveries. Mineral reserves are derived from Measured and Indicated resources after applying the economic parameters as previously stated, and utilizing Datamines MSO program to generate stope designs for the reserve mine plan. The Bolañitos Project mineral reserves are derived and classified according to the following criteria:
|
Proven mineral reserves are the economically mineable part of the Measured resource for which mining and processing / metallurgy information and other relevant factors demonstrate that economic extraction is feasible. For Bolañitos Project, this applies to blocks located within approximately 10m of existing development and for which EDR has a mine plan in place. |
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Endeavour Silver Corp.
|
Probable mineral reserves are those Measured or Indicated mineral resource blocks which are considered economic and for which EDR has a mine plan in place. For the Bolañitos mine project, this is applicable to blocks located a maximum of 35m either vertically or horizontally from development. |
The Proven and Probable mineral reserves for the Bolañitos Project as of December 31, 2016 are summarized in Table 1-2. The reserves are exclusive of the mineral resources reported in Section 14 of this report.
Table 1-2 Mineral Reserve Estimate
Tonnes | AgEq | Ag (oz) * | Au | Au (oz) * | % | ||
Classification | (t x 1,000) | g/t | Ag g/t | 1,000 | g/t | 1,000 | Dilution |
Proven | 157.2 | 311 | 90 | 456.7 | 2.84 | 14.34 | 21% |
Probable | 238.2 | 245 | 104 | 798.3 | 1.81 | 13.82 | 20% |
Total Proven and Probable Reserves | 395.4 | 271 | 99 | 1255.0 | 2.22 | 28.17 | 21% |
1. |
Reserve cut-off grades are based on a 162 g/t silver equivalent. |
|
2. |
Metallurgical Recoveries were 79.6% silver and 84.5% gold. |
|
3. |
Mining Recoveries of 95% were applied. |
|
4. |
Minimum mining widths were 0.8 meters. |
|
5. |
Dilution factors averaged 21.0%. Dilution factors are calculated based on internal stope dilution calculations and external dilution factors of 15% for cut and fill and 30% for long hole. |
|
6. |
Silver equivalents are based on a 75:1 silver:gold ratio. |
|
7. |
Price assumptions are $16.29 per ounce for silver and $1,195 per ounce for gold. |
|
8. |
Mineral resources are estimated exclusive of and in addition to mineral reserves. |
|
9. |
Figures in table are rounded to reflect estimate precision; small differences generated by rounding are not material to estimates. |
Conclusions and Recommendations
The QP considers the Bolañitos mineral resource and reserve estimates presented herein to conform with the requirements and guidelines set forth in Companion Policy 43-101CP and Form 43-101F1 (June 2011), and the mineral resources and reserves presented herein are classified according to Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards - For Mineral Resources and Mineral Reserves, prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council on May 10, 2014. These mineral resources and reserves form the basis for EDRs ongoing mining operations at the Bolañitos Mines Project.
The QP is unaware of any significant technical, legal, environmental or political considerations which would have an adverse effect on the extraction and processing of the resources and reserves located at the Bolañitos Mines Project. Mineral resources which have not been converted to mineral reserves, and do not demonstrate economic viability shall remain mineral resources. There is no certainty that all or any part of the mineral resources estimated will be converted into mineral reserves.
The QP considers that the mineral concessions in the Bolañitos mining district controlled by EDR continue to be highly prospective both along strike and down dip of the existing mineralization.
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Endeavour Silver Corp.
EDRs Bolañitos Mines Project has an extensive mining history with well-known silver and gold bearing vein systems. Ongoing exploration has continued to demonstrate the potential for the discovery of additional resources at the project and within the district surrounding the mine. Outside of the currently known reserve/resource areas, the mineral exploration potential for the Bolañitos Project is considered to be very good. Parts of the known vein splays beyond the historically mined areas also represent good exploration targets for additional resource tonnage.
Since EDR took control of the Bolañitos Mines Project, new mining areas have enabled EDR to increase production by providing additional sources of mill feed. EDRs operation management teams continue to search for improvements in efficiency, lowering costs and researching and applying low-cost mining techniques.
In 2017, EDR will conduct a surface drilling program in the Bolañitos South and Bolañitos North areas. The planned program included 6,000 meters of drilling at an estimated cost of $900,000.
HRC recommends that the process of converting mineral resources into reserves from 2D polygons to 3D block models be continued. During the last couple of years, considerable progress has been made on this process with only nine veins remaining to be converted to 3D. Additional modeling efforts should be made to define the mineralized brecciated areas as they have been an important source of economic material encountered in the current operation, and could provide additional tonnage to support the mine plan.
EDR currently utilizes the exploration drilling and chip and muck samples in their resource and reserve calculations. HRC recommends that future efforts focus on constructing block models for resource and reserve reporting utilizing only the exploration and underground drilling results. The chip and muck samples should be used to develop the production model. This will help keep data densities consistent in each modeling effort and will provide another level in the reconciliation process to compare modeling results.
Although the reconciliations conducted by EDR show good comparison between planned versus actual values, the reconciliation process should be improved to include the estimated tonnes and grade from the resource models. Because the LOM plan is compared to the plant production on a monthly basis, the actual physical location of the material mined may be different than the planned location. Due to the many stopes that are mined during a day this can only be completed on an average monthly basis due to blending of stope material into the mill. The monthly surveyed as mined areas should be created into triangulation solids and saved on a monthly basis for reporting the modeled tonnes for each month. The combination of the 3D block models and 2D and polygonal reserves makes this process difficult but considerable progress has been made during the last year to get all resources and reserves into 3D block models. The model-predicted results versus actual can then be used to determine if dilution factors need to be adjusted, or perhaps the resource modeling parameters may require adjustment if there are large variances. The mill production should be reconciled to the final concentrate shipments on a yearly basis, and resulting adjustment factors should be explained and reported.
Bolanitos Mines Project 2017 Internal Update
Exploration update
In 2017, the Company spent $0.8 million on exploration activities, including surface and underground drilling at the Bolañitos Project. Surface drilling was conducted at the Bolañitos South (San Cayetano) and Siglo XX Targets, totaling 3,442 m in 12 drill holes. The underground drilling program focused on the La Luz and Plateros veins, a total of 17 drill holes were completed with 3,866 metres.
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Endeavour Silver Corp.
In 2018, the Company is going to conduct an underground drilling program at the Lucero, Asunción and Bolañitos Mines, focused on the Cecilia, Lucero, La Luz (Asunción and Refugio areas), Plateros and Bolañitos veins. Budgeted cost of the program is US $1,000,000, including 200 metres of development (cross-cut).
Mineral resources estimation
The channel composite database cut-off date for mineral resource estimation was August 31, 2017. The exploration database cut-off date for mineral resource estimation was September 20, 2017.
The Company used criteria of distance from composites and the number of samples to classify the mineral resources into measured, indicated, inferred. Measured mineral resources are those blocks with at least 16 composites, laying within a distanced no greater than 15 meters. Indicated mineral resources are these blocks estimated by at least 4 composites laying no farther than 25 meters from samples. Inferred mineral resources are those blocks, which distance to borehole composites and channel samples is greater than 50 meters.
Mineral Resources stated as a t 31 of December 2017
Notes: | ||
1. |
Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that any or all part of the mineral resources will be converted into mineral reserves. |
|
2. |
Mineral resources are exclusive of and in addition to mineral reserves |
|
3. |
Resource cut-off grades are 158 g/t silver equivalent |
|
4. |
Recoveries are 84.26% silver and 87.7% gold |
|
5. |
Mining recoveries of 93% were applied for mineral reserve estimate calculations. |
|
6. |
Minimum mining widths are 0.8 meters |
|
7. |
Dilution factor is 28.02%, The dilution factors are calculated based on estimates of internal dilution of cameras and external factors dilution of 20% for cut and fill and 30% for long hole |
|
8. |
Silver equivalents are based on a 75:1 silver:gold ratio |
|
9. |
Price assumptions are $17.26 per ounce for silver and $1,232 per ounce for gold |
Mineral reserves estimation
The reserve calculation for the Bolañitos mining operation was completed with an effective date of December 31st, 2017.
The mining breakeven cut-off grade, which includes internal stope dilution, was utilized to generate the stope designs for defining the reserves. The cut-off is stated as silver equivalent since the ratio between gold and silver is variable and both commodities are sold. The average cut-off grade used for the Bolañitos property is 158 g/t Ag equivalent. Silver equivalent grade is calculated as the silver grade in addition to gold grade multiplied by 75, taking into account gold and silver prices and expected mill recoveries.
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Endeavour Silver Corp.
Mineral reserves are derived from Measured and Indicated resources after applying the economic parameters as previously stated, and utilizing program to generate stope designs for the reserve mine plan. The Bolañitos mineral reserves are derived and classified according to the following criteria:
|
Proven mineral reserves are the economically mineable part of the Measured resource for which mining and processing / metallurgy information and other relevant factors demonstrate that economic extraction is feasible. For Bolañitos Project, this applies to blocks located within approximately 15m of existing development and for which EDR has a mine plan in place. |
|
|
||
|
Probable mineral reserves are those Measured or Indicated mineral resource blocks which are considered economic and for which EDR has a mine plan in place. For the Bolañitos mine project, this is applicable to blocks located a maximum of 25-35m either vertically or horizontally from development and the drill holes data. |
Mineral Reserves stated as at 31 of December 2017
Notes: | ||
1. |
Reserve cut-off grades are 158 g/t silver equivalent |
|
2. |
Recoveries are 84.26% silver and 87.7% gold |
|
3. |
Mining recoveries of 93% were applied for mineral reserve estimate calculations. |
|
4. |
Minimum mining widths are 0.8 meters |
|
5. |
Dilution factor is 28.02%, The dilution factors are calculated based on estimates of internal dilution of cameras and external factors dilution of 20% for cut and fill and 30% for long hole |
|
6. |
Silver equivalents are based on a 75:1 silver:gold ratio |
|
7. |
Price assumptions are $17.26 per ounce for silver and $1,232 per ounce for gold |
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Endeavour Silver Corp.
El Cubo Mines Project, Guanajuato State, Mexico
The following summary of the El Cubo Mines Project is extracted from the technical report titled NI 43-101 Technical Report: Updated Mineral Resource and Reserve Estimates for the El Cubo Project, Guanajuato State Mexico prepared by Hard Rock Consulting LLC, with an effective date of December 31, 2016 and dated March 3, 2017. The complete report can be viewed on SEDAR at www.sedar.com. The technical report is incorporated by reference in its entirety into this AIF.
Executive Summary
Introduction
Hard Rock Consulting, LLC (HRC) was retained by Endeavour Silver Corp. (EDR) to complete an independent technical audit and to update the mineral resource and reserve estimates for the El Cubo Project (the Project) located in Guanajuato State, Mexico. This report presents the results of HRCs efforts, and is intended to fulfill the Standards of Disclosure for Mineral Projects according to Canadian National Instrument 43-101 (NI 43-101). This report was prepared in accordance with the requirements and guidelines set forth in Companion Policy 43-101CP and Form 43-101F1 (June 2011), and the mineral resources and reserves presented herein are classified according to Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards - For Mineral Resources and Mineral Reserves, prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council on May 10, 2014. The mineral resource and mineral reserve estimates reported here are based on all available technical data and information as of December 31, 2016.
Property Description and Ownership
EDR acquired a 100% interest in the El Cubo Project in July 2012, through purchase of issued and outstanding shares of Mexgold and ensuing acquisition of Mexgold subsidiaries Compañía Minera Del Cubo, S.A. de C.V., AuRico Gold GYC, S.A. de C.V. and Metales Interamericanos, S.A. de C.V.
The El Cubo property is located in central Mexico, in Guanajuato State near the village of El Cubo, approximately 10 km east of the City of Guanajuato and about 280 km northwest of Mexico City. The geographic center of the property is located at roughly 21°0017 N Latitude and 101°12 25 W Longitude, at an elevation of 2265 m above mean sea level. The El Cubo property consists of 57 mining concessions covering an area of approximately 8,141 ha, including several mine adits, ramps, shafts, and the 2000 tpd El Tajo flotation plant.
Geology and Mineralization
The El Cubo mine is located on the southeast flank of the Sierra Madre Occidental geological province in the southeastern portion of the Sierra de Guanajuato, an anticlinal structure about 100 km long and 20 km wide. The property is underlain by a volcano-sedimentary sequence of Mesozoic to Cenozoic age volcanic, sedimentary, and intrusive rocks, some members of which host the veins exploited by the mine. The Cenozoic rocks may have been emplaced in a caldera setting with hydrothermal alteration occurring at approximately 27 Ma (Buchanan, 1980).
The Guanajuato mining district is characterized by classic, high grade silver-gold, epithermal vein deposits with low sulfidation mineralization and adularia-sericite alteration. Veins in the Guanajuato district are typical of most epithermal silver-gold vein deposits in Mexico with respect to the volcanic or sedimentary host rocks and the paragenesis and tenor of mineralization. The Guanajuato mining district hosts three major mineralized fault systems, the La Luz, Veta Madre and Sierra systems. The El Cubo mine exploits veins of the Sierra fault system.
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Endeavour Silver Corp.
The northwest striking and southwest dipping faults are the main structures containing the very important Villalpando, La Loca, Dolores and Pastora-Fortuna veins. These veins are generally steeply dipping with some northeast dipping sections. The Capulin fault offsets the northwest-striking vein systems at the south end of the El Cubo mine, displacing the Dolores vein downward to the south.
Veins are the main targets for mining. Some weak stockworks that grade into disseminations are viable targets, especially if they are close enough to surface and can be mined from an open pit. An historic open cut exists on the Dolores vein in the vicinity of the El Tajo mill. The Villalpando and the Dolores veins have been actively mined since the early stages of mining at El Cubo.
Mineralized veins at El Cubo consist of the classic banded and brecciated epithermal variety. Silver occurs primarily in dark sulfide-rich bands within the veins, generally with little mineralization within the wall-rocks. The major metallic minerals reported include pyrite, argentite, electrum and ruby silver, as well as some galena and sphalerite, generally deeper in the veins. Mineralization is generally associated with phyllic (sericite) alteration and silicification which form haloes around the mineralizing structures. The vein textures are attributed to the brittle fracturing-healing cycle of the fault-hosted veins during and/or after faulting.
Economic concentrations of precious metals are present in shoots distributed vertically and laterally between non-mineralized segments of the veins, and at important vein intersections. The silver-rich veins, such as Villalpando, contain quartz, adularia, pyrite, acanthite, naumannite and native gold. Native silver is widespread in small amounts. Much of the native silver is supergene. Silver sulfosalts (pyrargyrite and polybasite) are commonly found at depth. Gold-rich veins, such as San Nicolas, contain quartz, pyrite, minor chalcopyrite and sphalerite, electrum, and aguilarite.
Status of Exploration
Historical exploration at El Cubo was largely conducted by drifting along known veins, with very little drilling. Drilling exploration prior to 2000 was sporadic, and the associated information poorly organized. Drilling activity at the El Cubo Project increased significantly between 2000 and 2009, in conjunction with the acquisition of El Cubo by Mexgold, and later by Aurico, producing credible data for 844 drillholes (approximately 180,019 m). The drillhole data applies to both surface and underground drilling, at a variety of drillhole diameters, which occurred mainly over the Villalpando, Dolores, La Loca, San Nicolas, San Eusebio, Pastora, Puertecito and La Cruz structures.
In 2009, AuRico began the year with a dedicated six-month program of data compilation followed by extensive field mapping over the Sierra Vein system. At year end, AuRico had completed 16 core holes for 3,361 m in the Dolores SE target. Exploration carried out in 2010 consisted of drilling in the Dolores, Capulin, Villalpando Sur, Villalpando Gap, Puertecito, and La Cruz target areas. Exploration activities carried out in 2011 focused on drilling the step-out and in-fill on the 2009 Dolores Vein discovery.
In early 2012, AuRico drilled 16 drillholes on the Dolores SE target, but all surface exploration drilling was put on hold subject to AuRico completing the purchase and sale agreement for the El Cubo mine. At that time, El Cubo exploration geologists were in the process of geologically mapping and surface sampling the Cebolletas, Villalpando Sur, Cabrestantes and San Nicolás areas.
Between 2012 and 2015, EDRs drilling and field exploration efforts were focused on locating mineralized bodies over primary and secondary structures, mainly near the current production areas. Surface drilling was conducted over the Villalpando (Villalpando Gap, Asunción & Villalpando South), Dolores (Dolores North), La Loca & La Paz veins. The mine exploration drilling program was undertaken to determine the extent of additional mineralization near areas currently being mined. The principal targets were the Villalpando (Area II and IV) and Dolores (II) vein systems, though a number of other structures also explored. As of December 2014, a total of 72,969 m of drilling had been completed in 277 holes, with an associated 16,522 samples.
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Endeavour Silver Corp
In 2015, EDR spent US $1,686,569 (including property holding costs) on exploration activities, including drilling, at the El Cubo Project. Field exploration activities at El Cubo were mainly focused on the Cubo North area, with the intent of continuing to define targets of interest for possible future drilling programs. Geological mapping, trenching and sampling were also conducted in the Cubo Central and Cubo South areas, as well the surrounding Nayal-Cabrestantes, Los Pinguicos, Olga Margarita-Janet, La Providencia and El Eden areas.
During 2015, Endeavour Silver completed a total of 7,178.55 m in 25 surface diamond drillholes at the El Cubo Mines Project. A total of 2,603 samples were collected and submitted for assays. Surface drilling exploration carried out in 2015 is summarized in Table 1-1.
Table 1-1 Exploration Drilling Activities in 2015
Project Area
|
Number
of
Holes |
Total
Meters
|
Number of
Samples
Taken |
Violeta | 4 | 1,655.90 | 446 |
Asunción | 2 | 305.80 | 156 |
Cubo Central | 8 | 2,116.50 | 642 |
Villalpando North | 4 | 1,349.10 | 596 |
Nayal-Cabrestantes | 7 | 1,751.25 | 763 |
Total | 25 | 7,178.55 | 2,603 |
In 2016, Endeavour Silver spent US $1,060,668 (including property holding costs) on exploration activities mainly in the Nayal-Cabrestantes, Asunción (Villalpando vein) and Cubo Central areas in a continuing effort to identify and evaluate mineralized zones as potential targets for further exploration. A total of 3,799 m were drilled in 13 surface diamond drill holes at the Project, and a total of 777 samples were collected and submitted for assay. Surface exploration drilling undertaken during 2016 is summarized in Table 1-2.
Table 1-2 Exploration Drilling Activities in 2016
Project Area | Number of Holes | Total Metres | Number of Samples Taken |
Asunción | 5 | 1,901.60 | 314 |
Nayal-Cabrestantes | 8 | 1,897.60 | 463 |
Total | 13 | 3,799.20 | 777 |
An underground drilling exploration program was also conducted in 2016 on targets (La Loca, Vein 274, SJD & San Nicolás) located in close proximity to active mines. A total of 12 underground drill holes were completed for 1,710 m at the El Cubo Project (Table 1-3), and a total of 584 samples were collected and submitted for analysis.
Table 1-3 Underground Exploration Drilling Activities in 2016
Project Area
|
Number
of
Holes |
Total
Metres
|
Number
of
Samples Taken |
Mine Exploration | 12 | 1,709.90 | 584 |
Total | 12 | 1,709.90 | 584 |
In 2017, EDR plans to conduct a surface drilling program (approximately 3,000 m of drilling) mainly focused on the Cubo North La Sauceda areas. Planned underground drilling (approximately 3,000 m of drilling) will focus on structures near active mining areas. Regional exploration in 2017 will continue in and proximal to the La Sauceda area.
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Endeavour Silver Corp.
Development and Operations
The El Cubo Mine is now organized into two discrete physical areas, previously the mine was organized into four areas. Area 1 covers the north end of the Villalpando system with access through the Sta. cecillia ramp, the previous level 3 of the upper La Loca vein and the previous area 4 of the lower El Cubo concessions with access from the Sta. Lucia shaft. Area 2 includes the southern end of the Villalpando and Dolores vein systems, and is principally accessed from the Dolores ramp at El Tajo and from a crosscut on Level 4. Each area has separate crews and infrastructure for access, stoping, ventilation, and ore haulage. The area separations are geographic, and by level.
Conventional drill and blast methods are used to extract the ore at El Cubo, and access to the mining areas is provided by ramps, adits and shafts. Mine development headings are drilled by jumbo and by jackleg. The choice of equipment is generally guided by the anticipated vein widths, stoping method, and equipment availability. The stoping methods used at El Cubo are 80% mechanized cut-and-fill and 20% longhole open- stoping.
It is standard procedure throughout the mine to install systematic ground control. Ground control is carried out using a combination of split sets, mesh, w-straps, and cable bolts. The type of support varies according to the conditions encountered, but split sets are most common and are complemented as needed with mesh and/or w-straps. Cable bolting is required during the preparation of stopes for longhole blasting. The cable bolts are installed by drilling holes in the hanging wall and fixing the bolts in place with cement pumped into the hole.
The upper levels of the mine are dry. Water inflows are a factor in the lowest development levels where it is collected, pumped, and distributed as additional water for the needs of mine production.
The lowest historic development level of the mine, Level 9 of the Villalpando vein, was flooded until the latter part of 2013. The mine has been gradually dewatered and new development is pursuing mineral in the lower levels.
After the strike ended in 2011, Blake (2011) provided a preliminary geotechnical study to AuRico to determine if ground deterioration had occurred and if so, what rehabilitation effort might be needed in order for mining to resume. The geotechnical study concluded that in most cases, scaling and spot bolting would sufficiently mitigate deterioration, and rehabilitation work was carried out in three stopes according to recommendations.
The ventilation system at El Cubo is a combination of natural and mechanical, but relies mostly on natural ventilation. Air flow enters through the various access ramps, shafts, raise bore holes, and old mine openings, and moves down to the lower part of the mine, exhausting through a series of partially open old areas of the mine, raise bore holes, and conventional driven raises.
As of December 31, 2016, the company had a total of 610 direct employees distributed in different departments. There are 290 contract persons for personal transport, security, underground development, underground mining and ore transport from underground to surface and to the plant.
Mineral Resource Estimate
Resource geologist Zachary J. Black, SME-RM, of HRC is responsible for the mineral resource estimate presented here. Mr. Black is a Qualified Person as defined by NI 43-101, and is independent of EDR. HRC estimated the mineral resource for the El Cubo Mine Project based on drillhole data constrained by geologic vein boundaries with an Inverse Distance Weighted (ID) algorithm. Datamine Studio RM® V1.0.73.0 (Datamine) software was used to complete the resource estimate in conjunction with Leapfrog Geo® V.3.0.0 (Leapfrog), which was used to produce the geologic model. The metals of interest at El Cubo are gold and silver.
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Endeavour Silver Corp.
HRC constructed the vein models using Leapfrog. Twenty-two veins were modeled using a linear interpolation methodology and sample intervals. Cross-sections orthogonal to the strike of the vein were used to select intervals from drillholes representing the vein material. Level sections were used to select vein material from channel samples. Points representing the hanging wall and footwall contacts were extracted by the software to interpolate hanging wall and footwall surfaces. These surfaces were used to delineate each vein solid. The surfaces were evaluated in 3-dimensions to ensure that both the down dip and along strike continuity was maintained throughout the model. Vein volumes were clipped using a distance buffer of 100 meters, except the Villalpando vein, which used a distance buffer of 125 meters, from the selected vein intercepts. Veins were clipped against younger veins, topography, and the concession boundaries.
The 3D geologic solids were converted to block models using Datamine. Block model prototypes were created for each of the 3D veins. The model prototypes are rotated along strike and down dip and encompass the entire vein. A block size of 10m x 10m in the strike and dip directions was established. The blocks in the z direction were sub-blocked to the vein thickness. The El Cubo 3D models were validated by comparison of the global descriptive statistics from the Inverse Distance Weighting (ID), Ordinary Krige (OK), Nearest Neighbor (NN), and composite data, and inspection of the ID block model on long section in comparison to the composite grades.
HRC used the kriging efficiency, distance from samples, and the number of samples to classify the mineral resources into measured, indicated, inferred. Measured mineral resources are those blocks with at least 15 composites, a kriging efficiency of at least 75%, and a distance no greater than 10 meters. Indicated mineral resources are those blocks at least 20 meters from a sample. Inferred mineral resources are those blocks greater than 20 meters from a sample and have a value for estimated silver.
The mineral resource estimate includes all analytical data obtained as of December 31, 2016. Mineral resources are not mineral reserves and may be materially affected by environmental, permitting, legal, socio-economic, political, or other factors. Mineral resources are reported above a silver equivalent grade of 177 gpt, assuming a silver price of $16.29 per ounce. HRC used a cutoff grade to test for reasonable prospects for economic extraction.
The mineral resources for the El Cubo mine as of December 31, 2016, are summarized in Table 1-4. The resources are exclusive of the mineral reserves.
Table 1-4 Mineral Resource Estimate, Effective Date December 31, 2016
Classification | Tonnes |
Silver
Equivalent |
Silver | Gold | ||
g/t | g/t | oz. | g/t | oz. | ||
Measured | 213,000 | 414 | 192 | 1,318,500 | 3.13 | 21,400 |
Indicated | 732,000 | 366 | 194 | 4,561,100 | 2.44 | 57,400 |
Measured + Indicated | 945,000 | 377 | 194 | 5,879,600 | 2.60 | 78,800 |
Inferred | 1,453,000 | 411 | 214 | 10,004,000 | 2.78 | 129,900 |
1. |
Measured, Indicated and Inferred resource cut-off grades were 177 g/t silver equivalent at El Cubo. |
|
2. |
Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resources estimated will be converted into mineral reserves. |
|
3. |
Metallurgical recoveries were 87.8% for silver and 84.7% for gold. |
42
Endeavour Silver Corp.
4. |
Silver equivalents are based on a 75:1 silver:gold ratio |
|
5. |
Price assumptions are $16.29 per ounce for silver and $1,195 per ounce for gold for resource cutoff calculations. |
|
6. |
Mineral resources are estimated exclusive of and in addition to mineral reserves. |
Mineral Reserve Estimate
Mr. Jeff Choquette, P.E., MMSA QP, of HRC is responsible for the mineral reserve estimate presented here. Mr. Choquette is Qualified Person as defined by NI 43-101 and is independent of EDR. The mineral reserve calculation for EDRs El Cubo Mine in Guanajuato, Mexico was completed in accordance with NI 43-101, and based on all data and information available as of December 31 st , 2016. Stope designs for reporting the reserves were created utilizing the updated resources and cutoffs established for 2016. All of the stopes are within readily accessible areas of the active mining areas. Ore is processed in the on-site mill and floatation facility capable of processing 1,600 tpd, if excess mined tonnage is produced the ore is trucked to EDRs Bolañitos mill for processing.
HRC utilized Datamines Mineable Shape Optimizer (MSO) program to generate the stopes for the reserve mine plan. The MSO stope designs are then used to design stopes on levels along with the required development for the final mine plans. The stopes were created based solely on Measured and Indicated resources above the calculated cutoff, which have demonstrated to be economically viable; therefore, Measured and Indicated mineral resources within the stopes have been converted to Proven and Probable mineral reserves as defined by NI 43-101. Measured and Indicated mineral resources generated from the 2D polygon resource model were also converted to mineral reserves, provided that associated grades fell above the calculated cutoff and economic viability could be demonstrated. Inferred mineral resources are classified as waste. Dilution is applied to Measured and Indicated resource blocks depending on the mining method chosen.
The mining breakeven cut-off grade was utilized in Datamines MSO to generate the stope designs for defining the reserves. The cut-off is stated as silver equivalent since the ratio between gold and silver is variable and both commodities are sold. The average cut-off grade used for the El Cubo property is 177 g/t Ag equivalent. Silver equivalent grade is calculated as the silver grade + (gold grade * 75), taking into account gold and silver prices and expected mill recoveries.
Mineral reserves are derived from Measured and Indicated resources after applying the economic parameters as stated Section 15.1.2, utilizing Datamines MSO program to generate stope designs for the reserve mine plan. The MSO stope designs are then used to design stopes on levels along with the required development for the final mine plans. Mineral reserves for the El Cubo Project have been derived and classified according to the following criteria:
|
Proven mineral reserves are the economically mineable part of the Measured resource for which mining and processing / metallurgy information and other relevant factors demonstrate that economic extraction is feasible. For El Cubo, this applies to blocks located within approximately 10 m of existing development, and for which EDR has a mine plan in place. |
|
|
||
|
Probable mineral reserves are those Measured or Indicated mineral resource blocks which are considered economically viable and for which EDR has a mine plan in place. For the El Cubo Project, this applies to all blocks for which EDR has a mine plan in place. |
The Proven and Probable mineral reserves for the El Cubo Project as of December 31, 2016 are summarized in Table 1-5. The reserves are exclusive of the mineral resources reported in Section 14 of this report.
Table 1-5 Mineral Reserve Estimate
Tonnes | AgEq | Ag | Ag (oz) * | Au | Au (oz) * | % | |
Classification | (t x 1,000) | g/t | g/t | 1,000 | g/t | 1,000 | Dilution |
Proven | 409.3 | 295 | 154 | 2,028.9 | 1.99 | 26.24 | 26% |
Probable | 452.7 | 280 | 159 | 2,311.1 | 1.71 | 24.85 | 33% |
Total Proven and Probable Reserves | 861.9 | 287 | 157 | 4,340.0 | 1.84 | 51.09 | 30% |
1. |
Reserve cut-off grades are based on a 184 g/t silver equivalent. |
|
2. |
Metallurgical Recoveries were 87.8% silver and 84.7% gold. |
|
3. |
Mining Recoveries of 95% were applied. |
|
4. |
Minimum mining widths were 0.8 meters. |
|
5. |
Dilution factors averaged 30%. Dilution factors are calculated based on internal stope dilution calculations and external dilution factors of 15% for cut and fill and 30% for long hole. |
|
6. |
Silver equivalents are based on a 75:1 silver:gold ratio. |
|
7. |
Price assumptions are $16.29 per ounce for silver and $1,195 per ounce for gold. |
|
8. |
Mineral resources are estimated exclusive of and in addition to mineral reserves. |
|
9. |
Figures in table are rounded to reflect estimate precision; small differences generated by rounding are not material to estimates. |
Conclusions and Recommendations
The QP considers the El Cubo resource and reserve estimates presented here to conform with the requirements and guidelines set forth in Companion Policy 43-101CP and Form 43-101F1 (June 2011), and the mineral resources and reserves presented herein are classified according to Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards - For Mineral Resources and Mineral Reserves, prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council on May 10, 2014. These resources and reserves form the basis for Endeavour Silvers ongoing mining operations at the El Cubo Mines Project.
The QP is unaware of any significant technical, legal, environmental or political considerations which would have an adverse effect on the extraction and processing of the resources and reserves located at the El Cubo Mines Project. Mineral resources which have not been converted to mineral reserves, and do not demonstrate economic viability shall remain mineral resources. There is no certainty that all or any part of the mineral resources estimated will be converted into mineral reserves.
The QP considers that the mineral concessions in the El Cubo mining district controlled by Endeavour Silver continue to be highly prospective both along strike and down dip of the existing mineralization. The El Cubo mine has been in nearly continuous production for decades. A substantial effort combining direct underground exploration, underground drilling, and surface drilling will be necessary to sustain the mine and continually expand mineral resources and reserves. The El Cubo concessions cover at least 5 km of the trace of the vein system across the district. The Villalpando-Asunción area continues to provide the bulk of production from the mine, and is currently the focus of future mineral resource and reserve development. The Dolores vein is an important parallel structure along which new mineral resources and reserves have been added through a combination of underground development and diamond drilling.
The mine has considerable potential to develop both exploration targets close to existing operations outlined by underground drilling and those identified by surface exploration. The 2017 exploration for El Cubo is approved for 6,000 meters of drilling. The approved budget for this drilling is estimated at US $900,000 for the year.
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Endeavour Silver Corp.
HRC recommends that the process of converting mineral resources into reserves from 2D polygons to 3D block models be continued. Considerable progress has been completed via this process with 22 of the 37 veins now converted into 3D block models. Additional modeling efforts should be made to define the mineralized brecciated areas as they have been an important source of economic material encountered in the current operation, and could provide additional tonnage to support the mine plan.
EDR currently utilizes the exploration drilling and chip and muck samples in their resource and reserve calculations. HRC recommends that future efforts focus on constructing block models for resource and reserve reporting utilizing only the exploration and underground drilling results. The chip and muck samples should be used to develop the production model. This will help keep data densities consistent in each modeling effort and will provide another level in the reconciliation process to compare modeling results.
Although the reconciliations conducted by EDR show good comparison between planned versus actual values, the reconciliation process should be improved to include the estimated tonnes and grade from the resource models. Because the LOM plan is compared to the plant production on a monthly basis, the actual physical location of the material mined may be different than the planned location. Due to the many stopes that are mined during a day this can only be completed on an average monthly basis due to blending of stope material into the mill. The monthly surveyed as mined areas should be created into triangulation solids and saved on a monthly basis for reporting the modeled tonnes for each month. The combination of the 3D block models and 2D and polygonal reserves makes this process difficult but considerable progress has been made during the last year to get all resources and reserves into 3D block models. The model-predicted results versus actual can then be used to determine if dilution factors need to be adjusted, or perhaps the resource modeling parameters may require adjustment if there are large variances. The mill production should be reconciled to the final concentrate shipments on a yearly basis, and resulting adjustment factors should be explained and reported.
El Cubo Mines Project 2017 Internal Update
Exploration update
In 2017, the Company spent $1.3 million on exploration activities, including drilling, at the El Cubo Project. The exploration drilling program included 6,563 m (18 drill holes) of surface drilling at the Cubo North Target (Rosita, La Conda, San Cayetano-Providencia, Villalpando North and La Fe veins, also an exploratory drill hole at the San Amado Mine area). The underground drilling program was conducted in close proximity to active mines (San Nicolas, Tuberos, San Eusebio and Villalpando (Asunción) veins) and a total of 21 underground drill holes completed with 4,460 metres. A combined 2,591 samples were submitted for analysis.
In 2018, the Company plans to conduct a surface drilling program (approximately 2,600 m of drilling) to continue evaluating the Cubo North Target (La Fé, La Conda-Santa Brigida and San Cosme Barragana veins. Planned underground drilling included 4,000 m of drilling and will focus on structures near active mining areas (Villalpando, Asunción, San Eusebio and La Loca).
Mineral resources estimation
The estimation of the mineral resource for the El Cubo mining operation is based on drillhole data constrained by geologic vein boundaries. Both, exploration and production data are used for modelling estimation and classification. The interpolation is assessed through Oridinary Kriging algorithm. The channel composite database cut-off date for mineral resource estimation was August 31, 2017. The exploration database cut-off date for mineral resource estimation was September 30, 2017.
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Endeavour Silver Corp.
The Company used criteria of distance from composites and the number of samples to classify the mineral resources into measured, indicated, inferred. Measured mineral resources are those blocks with at least 16 composites, laying within a distanced no greater than 15 meters. Indicated mineral resources are these blocks estimated by at least 4 composites laying no farther than 25 meters from samples. Inferred mineral resources are those blocks, which distance to borehole composites and channel samples is greater than 50 meters.
Mineral Resources stated as at 31 of December 2017
Classification
|
Tonnes
|
Silver
Equivalent |
Silver
|
Gold
|
||
g/t | g/t | oz. | g/t | oz. | ||
Measured | 207,100 | 401 | 184 | 1,225,152 | 2.90 | 19,309 |
Indicated | 404,000 | 314 | 165 | 2,143,174 | 1.98 | 25,718 |
Measured + Indicated | 611,100 | 343 | 172 | 3,379,348 | 2.29 | 44,992 |
Inferred | 1,100,100 | 299 | 143 | 5,057,785 | 2.07 | 73,214 |
Notes: | ||
1 |
Mineral resources are not mineral reserves and do not have demonstrated economic viability.There is no certainty that any or all part of the mineral resources will be converted into mineral reserves. |
|
2. |
Mineral resources are exclusive of and in addition to mineral reserves |
|
3. |
Resource cut-off grades are 152 g/t silver equivalent for Area II and 218 g/t silver equivalent for Area I and IV. |
|
4. |
Recoveries are 86.98% silver and 86.74% gold |
|
5. |
Mining recoveries of 90% were applied for mineral reserve estimate calculations. |
|
6. |
Minimum mining widths are 0.8 meters |
|
7. |
Dilution factor is 34.89%, The dilution factors are calculated based on estimates of internal dilution of cameras and external factors dilution of 15% for cut and fill and 56% for long hole |
|
8. |
Silver equivalents are based on a 75:1 silver:gold ratio |
|
9. |
Price assumptions are $17.26 per ounce for silver and $1,232 per ounce for gold |
Mineral reserves estimation
Stope designs for reporting the reserves were created utilizing the updated resources and cutoffs established for 2018.
The mining breakeven cut-off grade was utilized for defining the reserves. The cut-off is stated as silver equivalent since the ratio between gold and silver is variable and both commodities are sold. Two average cut-off grade used for the El Cubo property: 152 g/t Ag equivalent for Area 2 and 218 g/t Ag equivalent for Areas 1 & 4. Silver equivalent grade is calculated as the silver grade in addition to gold grade multiplied by 75, taking into account gold and silver prices and expected mill recoveries.
Mineral reserves are derived from mineral resources after applying the economic parameters utilizing Datamines to generate stope designs for the reserve mine plan. The stope are then used to design stopes on levels along with the required development for the final mine plans. Mineral reserves for the El Cubo Mine have been derived and classified according to the following criteria:
| Proven mineral reserves are the economically mineable part of the Measured resource for which mining and processing / metallurgy information and other relevant factors demonstrate that economic extraction is feasible. For El Cubo, this applies to blocks located within approximately 15 m of existing development, and for which EDR has a mine plan in place. |
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Endeavour Silver Corp.
| Probable mineral reserves are those Measured or Indicated mineral resource blocks which are considered economically viable and for which EDR has a mine plan in place. For the Cubo mine project, this is applicable to blocks located a maximum of 25-35m either vertically or horizontally from development and the drill holes data. |
Mineral Reserves stated as at 31 of December 2017
Notes: | ||
1. |
Reserve cut-off grades are 152 g/t silver equivalent for Area II and 218 g/t silver equivalent for Area I and IV. |
|
2. |
Recoveries are 86.98% silver and 86.74% gold |
|
3. |
Mining recoveries of 90% were applied for mineral reserve estimate calculations. |
|
4. |
Minimum mining widths are 0.8 meters |
|
5. |
Dilution factor is 34.89%, The dilution factors are calculated based on estimates of internal dilution of cameras and external factors dilution of 15% for cut and fill and 56% for long hole |
|
6. |
Silver equivalents are based on a 75:1 silver:gold ratio |
|
7. |
Price assumptions are $17.26 per ounce for silver and $1,232 per ounce for gold |
Terronera Project, Jalisco State, Mexico
On May 19, 2017, the Company filed the NI 43-101 Technical Report Preliminary Feasibility Study for the Terronera Project, Jalisco State, Mexico (Terronera PFS) prepared by Smith Foster and Associates with an effective date of April 3, 2017 and dated May 18, 2017. With the exception of some minor changes to terms for consistency with terms used in this AIF, the below summary is a direct extract and reproduction of the summary contained in the Terronera PFS, without material modification or revision. The complete report can be viewed on SEDAR at www.sedar.com. The Terronera PFS is incorporated by reference in its entirety into this AIF.
Executive Summary
Introduction
Endeavour Silver Corp. (Endeavour Silver) commissioned Smith Foster & Associates Inc. (SFA) to prepare a Preliminary Feasibility Study (PFS) for the Terronera Project compliant with Canadian Securities Administrators (CSA) National Instrument 43-101 (NI 43-101). The project was formerly known as the San Sebastián Project, however, in March, 2015, Endeavour formally changed its name to the Terronera Project and, on April 30, 2015, Endeavour Silver issued a Preliminary Economic Assessment (PEA) of the Terronera Project.
47
Endeavour Silver Corp.
Endeavour Silver is a mid-tier silver mining company engaged in the exploration, development, and production of mineral properties in Mexico. Endeavour Silver is focused on growing its production, Mineral Reserves, and Mineral Resources in Mexico. Since start-up in 2004, Endeavour Silver has posted numerous consecutive years of growth of its silver mining operations. Endeavour Silver owns and operates the Guanaceví Mine located in the northwestern Durango State, and the El Cubo and Bolañitos Mines, both located near the city of Guanajuato in Guanajuato State, Mexico. In May, 2016 Endeavour Silver acquired Oro Silver Resources Ltd. which owned the El Compas gold-silver mine property and held a five-year renewable lease on the 500tpd La Plata mineral processing plant in Zacatecas, Mexico.
This report follows the format and guidelines of Form 43-101F1, Technical Report for National Instrument 43-101, Standards of Disclosure for Mineral Projects (NI 43-101), and its Companion Policy 43-101 CP, as amended by the CSA and which came into force on June 30, 2011.
This report has an effective date of April 3, 2017. The Mineral Resource and Mineral Reserve Estimates reported in this report comply with the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards and definitions, as required under NI 43-101 regulations.
In this report, the term San Sebastián Property refers to the entire area covered by the mineral concessions, while the term Terronera Project refers to the area within the mineral concession and separate surface lands on which the current exploration programs and proposed mining, processing, and tailings storage will be conducted.
This report includes technical information which requires subsequent calculations or estimates to derive sub-totals, totals, and weighted averages.
Such calculations or estimations inherently involve a degree of rounding and consequently introduce a margin of error. The Qualified Persons (QPs) responsible for this report do not consider such errors to be material to the calculations presented herein.
The conclusions and recommendations in this report reflect the QPs best independent judgment in light of the information available at the time of writing.
Summarized briefly below is key information in the report, including property description and ownership, geology and mineralization, the status of exploration and development, Mineral Resource and Mineral Reserve Estimates, mineral processing and metallurgical testing, environmental studies and permitting, capital and operating costs, economic analysis, and the QPs conclusions and recommendations.
Location and Property Description
San Sebastián del Oeste (San Sebastián) is an historic silver and gold mining district located in southwestern Jalisco State, approximately 155 km southwest of Guadalajara and 40 km northeast of Puerto Vallarta, accessible by paved and gravel roads. One small, high grade, underground silver-gold mine, La Quiteria (130 tonnes per day - tpd), continues to operate in the district. The San Sebastián Properties acquired by Endeavour Silver surround the La Quiteria mine and represent a new, district-scale, silver-gold exploration opportunity for the company.
Ownership
In February, 2010, Endeavour Silver acquired an option to purchase the San Sebastián silver-gold Properties in Jalisco State from Industrias Minera México S.A. de C.V. (IMMSA), also known as Grupo Mexico, one of the largest mining companies in Mexico.
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Endeavour Silver Corp.
Endeavour Silver holds the Terronera Project through its 100% owned Mexican subsidiary, Endeavour Gold Corporation S.A. de C.V. (Endeavour Gold). Endeavour Gold holds the Project through its 100% owned subsidiary Minera Plata Adelante S.A. de C.V. (Minera Plata).
At present, the Terronera Project is comprised of 13 mineral concessions totaling 6,159 hectares (ha) and certain surface lands upon which mining surface operations, mineral processing, and tailings and waste rock storage are proposed to occur. The core group of 10 concessions totaling 3,388 ha were owned by IMMSA. These concessions cover the main area of the known mining district. In 2013, Endeavour Silver completed the acquisition of a 100% interest in the San Sebastián Properties from IMMSA. IMMSA retains a 2% NSR royalty on mineral production from the properties.
In 2012, Endeavour Silver also filed and received title for 2 concessions (San Sebastián FR. 1 and FR. 2) totaling 2,078 ha. Additionally, in 2013, Endeavour Silver filed a total of 7 concessions (San Sebastian 12, San Sebastian 13, San Sebastian 14, San Sebastian 15, San Sebastian 16, San Sebastian 17 and San Sebastian 18) totaling 4,163 ha. Titling of these concessions is still pending, with the exception of San Sebastian 17 which is already titled (693 ha).
The annual 2016 concession tax for the San Sebastián Properties was 4,485,679 Mexican pesos (pesos), which is equal to US $224,283 at an exchange rate of 20 pesos to US $1.00 dollar.
History
Although the San Sebastián silver and gold mines were first discovered in 1542, and there were several periods of small-scale mining over the last 450 years, the only significant modern exploration in the district was carried out by IMMSA in the late 1980s and early 1990s.
According to Southworth in his 1905 volume on Mexican mining, These veins have been mined for more than three centuries, and the production has been enormous. Many exceptionally rich bonanzas have been extracted, with the aggregate production totals many millions. However, while this may have been the case, the data available appear to suggest that this mining district was a minor silver producer when compared to the more well-known districts which have been among the world class producers.
Ramirez, in his 1884 volume entitled Noticia Histórica de la Riqueza Minera De Mexico Y de Su Actual Estado de Explotación or Historical News of the Mineral Wealth of Mexico does not appear to mention the Sebastián del Oeste region as a major past or current producing district. Even the Consejo de Recursos Minerales 1992 Monograph for the State of Jalisco has no production records for the San Sebastián mining district and only briefly mentions the district and some of the more well-known veins.
As is the case with many mines in Mexico which were owned by individuals or corporations, the historical production records have not survived the revolutions, passing of the individual owners, closing of the mines, corporate failure, or government seizure of assets. Therefore, the exact silver production is unknown.
Geology and Mineralization
The San Sebastián Properties (5,466 ha) cover a classic, low sulphidation, epithermal vein system in four mineralized vein sub-districts named Los Reyes, Santiago de los Pinos, San Sebastián and Real de Oxtotipan. Each sub-district consists of a cluster of quartz (calcite, barite) veins mineralized with sulphide minerals (pyrite, argentite, galena and sphalerite). Each vein cluster spans about 3 km by 3 km in area. In total, more than 50 small mines were developed historically on at least 20 separate veins.
49
Endeavour Silver Corp.
The San Sebastián veins tend to be large and can carry high grade silver-gold mineralized deposits. For example, the La Quiteria vein ranges up to 15 m thick, and the Santa Quiteria mine averages about 280 g/t silver and 0.5 g/t gold over a 3 m to 4 m width. This high grade mineralized zone appears to extend into the San Sebastián Properties both along strike and immediately down dip.
Exploration Program
2010 Exploration Program
In 2010, Endeavour Silver commenced exploration activities on the Terronera Project. Initial work mainly included data compilation, field mapping and sampling. A total of US $325,600 (including property holding costs) was spent on exploration activities on the Terronera Project.
2011 Exploration Program
In 2011, exploration activities continued on the Terronera Project and included geological mapping, rock chip sampling, topographic surveying and diamond drilling.
A total of US $2.25 million (including property holding costs) was spent on exploration activities on the Terronera Project in 2011.
2012 Exploration Program
In 2012, exploration activities continued on the Terronera Project, primarily involving surface diamond drilling.
A total of US $3.46 million (including property holding costs) was spent on exploration activities on the Terronera Project in 2012.
2013 Exploration Program
In 2013, exploration activities continued on the Terronera Project. Follow-up surface diamond drilling continued in the Terronera Vein area. Also, geological mapping, trenching and sampling was conducted in the Terronera South and Quiteria West areas.
A total of US $3.94 million (including property holding costs) was spent on exploration activities on the Terronera Project in 2013.
2014 Exploration Program
The 2014 exploration program included 6,250 m of core in approximately 20 surface diamond drill holes to delineate resources on the Terronera Vein.
The field activities included detailed mapping and trenching, mainly focused to the south and northern part of Terronera, and also the west part of Quiteria West Vein.
Endeavour Silver spent US $1.55 million mainly on diamond drilling.
50
Endeavour Silver Corp.
2015 Exploration Program
In 2015, Endeavour Silver continued its drilling program on the Terronera property. Endeavour Silvers objective for the drilling campaign was to continue defining the mineralized body and to expand upon Mineral Resources identified in the 2012-2014 drill programs. Endeavour Silver completed a total of 6,133 m in 27 surface diamond drill holes at the Terronera Project in 2015 and was successful in meeting its objectives for the 2015 drilling program.
Endeavour Silver spent US $1.76 million mainly on diamond drilling.
2016 Exploration Program
Endeavour Silver continued its drilling program on the Terronera property in 2016. The aim of the 2016 drilling program was to continue infill drilling within the Terronera Vein system and conduct exploration drilling on the La Luz Vein, located about 2,200 m northeast of the Terronera Vein. Endeavour Silver completed a total of 5,670 m in 19 surface diamond drill holes at the Terronera Project in 2016.
Endeavour Silver spent US $3.3 million mainly on diamond drilling.
2017 Exploration Program
Exploration and definition drilling is ongoing at the Terronera property and at the time of this report results for four drill holes on the Terronera Vein and seven drill holes on the La Luz vein have been received.
2013 Mineral Resource Estimate
The Mineral Resource Estimate discussed in the Technical Report Audit of the Mineral Resource Estimate for the San Sebastian Project dated March 27, 2014 was estimated using the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards for Mineral Resources and Mineral Reserves prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council on November 27, 2010. The effective date of this Mineral Resources Estimate is December 31, 2013.
2017 Mineral Resource and Mineral Reserve Estimates
The Mineral Resource and Mineral Reserve Estimates presented in this PFS were estimated using the CIM Definition Standards for Mineral Resources and Mineral Reserves adopted by CIM Council on May 10, 2014. The effective date of the Mineral Resource and Mineral Reserve Estimates is April 3, 2017.
Cut-off Grade
The cut-off grade selected by Endeavour Silver for the Mineral Resource Estimate and Mineral Reserve Estimate is 150 g/t silver equivalent (AgEq).
See Section 14.12 for AgEq cut-off details based on prices of US $18/oz silver and US $1,250/oz gold,.
51
Endeavour Silver Corp.
A summary of the Mineral Resource at a cut-off grade of 150 g/t AgEq is given in Table .
Table 1.1 Summary of the Terronera Mineral Resource at a Cut-off Grade of 150 g/t AgEq
Class |
Tonnes
(000s) |
Au
g/t |
Au
k oz |
Ag
g/t |
Ag
k oz |
AgEq
g/t |
AgEq
k oz |
Indicated | 3,959 | 2.18 | 277 | 232.4 | 29,530 | 384.8 | 48,920 |
Inferred | 720 | 1.48 | 34 | 308.9 | 7,153 | 412.5 | 9,533 |
1. |
Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability. The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues. |
2. |
The Inferred Mineral Resource in this estimate has a lower level of confidence than that applied to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of the Inferred Mineral Resource could be upgraded to an Indicated Mineral Resource with continued exploration. |
3. |
The Mineral Resources in this report were estimated using the CIM Definition Standards for Mineral Resources and Mineral Reserves. |
3. |
AgEq g/t = Ag g/t + (Au g/t x 70) |
4. |
Historical mined areas were depleted from the Terronera Vein wireframe |
A summary of the Mineral Reserve at a cut-off grade of 150 g/t AgEq is given in 1.2.
Table 1.2 Summary of the Mineral Reserve at a Cut-off Grade of 150 g/t AgEq*
Classification |
Tonnes
(000s) |
Ag
g/t |
Au g/t |
AgEq
g/t |
Ag
oz
(000s) |
Au
oz
(000s) |
AgEq oz
(000s) |
Probable | 4,061 | 207 | 1.95 | 344 | 27,027 | 255 | 44,877 |
*See Section 15.1 for Mineral Reserve cut-off details
Mineral Processing and Metallurgical Testing
Resource Development Inc. (RDi) conducted locked and open cycle flotation testing for the Terronera Project at its metallurgical testing facility in Wheat Ridge, Colorado. The primary objectives of the test program were to develop the levels of recovery and final concentrate characteristics.
A process comprised of a flotation circuit and cyanidation of a high grade cleaner scavenger (CST) tail flotation product was selected. The locked cycle flotation data developed indicate that production of a high grade gold and silver bearing second cleaner concentrate followed by cyanide leaching of the CST flotation product will enhance the precious metals overall recovery.
The flow sheet developed for Terronera includes two stage crushing coupled with closed circuit grinding to achieve a relatively coarse flotation feed grind size of 80 percent passing 200 mesh (75 microns).
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Endeavour Silver Corp.
The PFS is based on a 1,000tpd throughput in Years 1 and 2 expanding to 2,000tpd in Year 3. The project will produce a high grade concentrate and transport the CST flotation product to an off-site facility to be leached by others. The expected overall levels of recovery are:
|
Gold 74.71 percent |
|
|
Silver 87.02 percent |
Further studies are recommended to upgrade the process plant feed, lower the grinding costs, and increase process recoveries.
Mining Methods
The principal mining method selected is mechanized cut and fill using trackless underground equipment, including scooptrams, haulage trucks and electric-hydraulic drill jumbos. The average mining width is estimated to be 4.4m and stope lifts will be mined from the bottom up.
A geomechanical study was carried out which included a geomechanical and hydrogeological site investigation program, domain definition, underground mine design input, and a groundwater inflow estimate. The recommendations from this study were implemented in the mine plan.
Recovery Methods
The mineral processing facility design throughput is 1,000 dry mtpd equivalent to 342,000 dry mtpy for Years 1 and 2 and 2,000 dry mtpd equivalent to 684,000 dry mtpy from Year 3. The life-of-mine (LOM) for the project is estimated at 7 years.
The project comprises the following processing circuits:
|
Crushing plant (two stage - closed circuit) |
|
|
Fine ore storage |
|
|
Primary single grinding mill |
|
|
Flotation Stages |
o |
Rougher & Scavenger |
|
o |
Two stage cleaning & Scavenger |
|
Concentrate & CST sedimentation and filtration |
|
|
Concentrate & CST storage and shipping |
|
|
Tailings sedimentation |
|
|
Reclaimed and fresh water systems |
|
|
Filter plant |
|
|
Dry stack filtered tailings storage facility (TSF) |
Power will be provided by on-site generators in Year 1 and by CFE via a new 115kV power line beginning Year 2.
Fresh water will be pumped from the U/G mining operations to a fresh water tank and fed by gravity to the process plant, fire water system, potable water system, and water trucks.
Environmental Studies, Permitting, and Social Impact
The Terronera Project submitted in December, 2013 a Manifest of Environmental Impact (MIA) to the Mexico environmental permitting authority known as SEMARNAT (Secretaria de Medio Ambiente y Recursos Naturales).
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Endeavour Silver Corp.
A SEMARNAT permit for the Terronera Project was issued in October, 2014 for a 500tpd project with tailings reporting to a traditional slurry deposit.
In February, 2017 a modified MIA application was issued by SEMARNAT to expand the proposed process rate to up to 1,500 tpd and to establish that the tailings storage facility would be developed as a filtered tailings storage.
A further modified MIA application to expand the Terronera process rate to 2,000 tpd will be developed and submitted to SEMARNAT at a future date in anticipation of the proposed 2,000 tpd process phase for the project.
The Terronera Mine project will be required to be designed to comply with the environmental regulations and standards in place in México. The mining infrastructure and supporting facilities will need to be designed so as to minimize the impact to the natural environment.
Mexican law requires that an environmental monitoring program of surface and underground water, creek sediments, soil, air, vegetation and wildlife conditions be implemented. The current SEMARNAT regulatory objective is to limit transmission of contaminants such that pre-mining environmental conditions are maintained downstream of the permitted mine perimeter. This program will be required before and during mining operations and after mine closure.
The Terronera Mine tailings storage facility (TSF) will be designed to store filtered tailings, or drystack tailings, to minimize downstream contamination risk and to maximize geotechnical stability in the seismically active coastal area of western Mexico. The conceptual Terronera TSF design will accommodate approximately 2.0 million m 3 of compacted tailings which provides a storage capacity, at process rates of 1,000tpd (Years 1 and 2) and 2,000tpd (Year 3 onwards), for the 7 years mine life plus 3 more years at 2,000tpd should the mine life be extended.
Capital and Operating Costs
The Terronera Project has an estimated initial capital cost of US$69.2 million. The estimated capital cost to expand to 2,000tpd in Year 3 is US$35.4million.
Average operating costs over the LOM of US$42.8 per tonne for mining, US$17.8 per tonne for processing, and US$6.9 per tonne for General and Administration were developed and estimated from first principles using unit labour and materials costs from Endeavour Silvers current mine and process plant operations in Mexico.
Economic Analysis
This Technical Report contains forward-looking projected mine production rates, development schedules, and estimates of future cash flows that involve known and unknown risks, uncertainties, and other factors that may affect the actual results. These forward-looking projections, however, are based on assumptions the QPs believe are reasonable.
An economic analysis utilizing a pre-tax and after-tax cash flow financial model was prepared for the base case mine plan. The metal prices assumed in the base case are US$18/oz silver and US$1,260/oz gold.
The Mexico tax policies for mining changed effective January 1, 2014. An overriding royalty on gross revenues, after smelter deductions, of 0.5% applies to precious metal mines (gold, silver and platinum). A new Special Mining Duty of 7.5% is levied on earnings before income tax and depreciation allowance.
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Endeavour Silver Corp.
Corporate income taxes of 30% are applied to earnings after the usual allowable deductions for depreciation, loss carry-forwards etc. The Special Mining Duty and the over-riding royalty are also deductible for the purpose of calculating corporate income tax. The financial model incorporates these taxes in computing the after-tax cash flow amounts, NPV, and IRR.
The Terronera Project key financial indicators for the base case are as follows:
|
After-tax rate of return 21.2% |
|
|
Project payback period 4.3 years |
|
|
After-Tax Net Present Value (5% discount) of US$78,105,000 |
These key indicators describe a project whose base case is financially viable and which has considerable upside potential should metal prices improve or operating costs decrease.
Ag Price | Au Price | IRR | NPV |
Payback
Period |
US$16/oz | US$1,120/oz | 14% | US$40.5m | 5.1 years |
US$18/oz Base Case | US$1,260/oz | 21% | US$78.1m | 4.3 years |
US$20/oz | US$1,400/oz | 28% | US$112.4m | 3.8 years |
Conclusions and Recommendations
The Terronera Mineral Resource and Mineral Reserve Estimates presented conform to the current CIM Definition Standards for Mineral Resources and Mineral Reserves, as required under NI 43-101 Standards of Disclosure for Mineral Projects. The estimation approach and methodology used is reasonable and appropriate based on the data available.
The project is subject to technical, legal, environmental, and political risks that are similar to the risks faced by Endeavour Silver on its current operations in Mexico. The QPs consider these risks to be manageable and should not have an adverse effect on the continued development of the Terronera Project.
Based on a review of the Terronera Project and the encouraging results thus far, it is recommended that Endeavour Silver:
|
Continue exploratory drilling nearby mineralized bodies to extend the mine life |
|
|
Investigate the inclusion of an HPGR crusher as the tertiary crusher to give the lowest energy requirement for size reduction. Estimated cost US$25,000 |
|
|
Investigate the flotation of a bulk concentrate at a coarse grind using Hydrofloat to increase recoveries, provide savings in grinding, and enhance the stability of the TSF. Estimated cost US$45,000 |
|
|
Evaluate ore sorting techniques to upgrade the mill feed. Estimated cost US$5,000 |
|
|
Optimize the grinding circuit. Estimated cost US$35,000 |
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Endeavour Silver Corp.
|
Conduct more detailed analyses based on additional or updated data for the deposit in order to support the next stage of engineering. Additional data requirements include: |
|
|
||
|
Creating a 3D lithological model. Estimated cost US$25,000 |
|
|
||
|
Creating a 3D structural model. Estimated cost US$25,000 |
|
|
||
|
The rock mass characteristics in the immediate vicinity of the crown pillar and to the east of the Arroyo Fault zone should be better defined during the next phase of design or during the early stages of mining. Estimated cost US75,000 plus drilling |
|
|
||
|
Additional geomechanical logging should be completed to better define difference in structural trends around KP16-02. Estimated cost US$25,000 |
|
|
||
|
Additional hydrogeological data should be collected if the project economics or operating conditions are sensitive to the groundwater conditions and groundwater inflow estimate. For example, the completion of additional packer testing and the installation of additional vibrating wire piezometers could be used to refine the hydrogeological characterization and evaluate the potential for spatial variability. Estimated cost US$150,000 |
|
|
||
|
The groundwater pore pressure data from the vibrating wire piezometers should be recorded and reviewed on a regular basis. Estimated cost US$15,000 |
|
|
||
|
Update the domain definition, stability analyses, recommendations, and groundwater inflow estimate to account for the results of the additional data inputs and any changes to underground mine plan. Any significant changes to the mine plan should be reviewed from a rock mechanics perspective |
|
|
||
|
Advance the current preliminary TSF area design, associated hauling accessways, and tailings delivery infrastructure to construction design level in conjunction with the feasibility level analysis. |
|
|
||
|
Refer to Table 16.2 for preliminary ground support recommendations for cut and fill stopes |
Environmental
Amec Foster Wheeler recommends that, as the Terronera Project moves through its study and development process, timely applications that support the Proposed Project Schedule be submitted for all permits and approvals required in Mexico for mining developments as described in Section 20.
Further Studies
Given the risk-mitigating features of the Terronera Project and the positive results of the economic analysis, the QPs consider the project is ready to proceed to Feasibility Study.
The recommended budget to prepare a Feasibility study is US$1,200,000.
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Endeavour Silver Corp.
El Compas Project, Zacatecas State, Mexico
On May 11, 2017, the Company filed the NI 43-101 Technical Report Preliminary Economic Assessment for the El Compas Project, Zacatecas State, Mexico (El Compas PEA) prepared by Smith Foster and Associates with an effective date of March 27, 2017 and dated May 11, 2017. With the exception of some minor changes to terms for consistency with terms used in this AIF, the below summary is a direct extract and reproduction of the summary contained in the El Compas PEA, without material modification or revision. The complete report can be viewed on SEDAR at www.sedar.com. The El Compas PEA is incorporated by reference in its entirety into this AIF.
Executive Summary
Introduction
Endeavour Silver Corp. (Endeavour Silver) commissioned Smith Foster & Associates Inc. (SFA) to prepare a Preliminary Economic Assessment (PEA) for the El Compas Project compliant with Canadian Securities Administrators (CSA) National Instrument 43-101 (NI 43-101).
Endeavour Silver is a mid-tier silver mining company engaged in the exploration, development, and production of mineral properties in Mexico. Endeavour Silver is focused on growing its production and Mineral Reserves and Mineral Resources in Mexico. Since start-up in 2004, Endeavour Silver has posted numerous consecutive years of growth of its silver mining operations. Endeavour Silver owns and operates the Guanaceví Mine located in the northwestern Durango State, and the El Cubo and Bolañitos Mines, both located near the city of Guanajuato in Guanajuato State, Mexico. In May, 2016 Endeavour Silver acquired Oro Silver Resources Ltd. which owned the El Compas gold-silver mine property and held a five-year renewable lease on the 500tpd La Plata mineral processing plant in Zacatecas, Mexico. This report follows the format and guidelines of Form 43-101F1, Technical Report for National Instrument 43-101, Standards of Disclosure for Mineral Projects (NI 43-101), and its Companion Policy 43-101 CP, as amended by the CSA and which came into force on June 30,2011.
This report has an effective date of March 27, 2017. The Mineral Resource Estimate reported in this report complies with the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards and definitions, as required under NI 43-101 regulations.
This report includes technical information which requires subsequent calculations or estimates to derive sub-totals, totals, and weighted averages. Such calculations or estimations inherently involve a degree of rounding and consequently introduce a margin of error. The QPs do not consider such errors to be material to the calculations presented herein.
The conclusions and recommendations in this report reflect the QP's best independent judgment in light of the information available at the time of writing.
Summarized briefly below is key information in the report, including property description and ownership, geology and mineralization, the status of exploration and development, Mineral Resource and Mineral Reserve Estimates, mineral processing and metallurgical testing, environmental studies and permitting, capital and operating costs, economic analysis, and the QPs conclusions and recommendations.
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Endeavour Silver Corp.
Location and Property Description
The 3,990 hectare El Compas property is located in the southern portion of the state of Zacatecas, Mexico. The El Compas Project comprises a mine site to the south of Zacatecas city and a plant site to the north of the city. The two sites are connected by 20km of gravel road and each site is close to paved roads that connect that site to Zacatecas city.
The state of Zacatecas constructed the La Plata processing plant in 2012/13 to service local small miners in the area. The plant operated for 13 months before closing in October, 2014. The plant is leased to Endeavour Silver on the basis it will accept up to 20% of the feed for the plant on a toll basis from local small miners.
Ownership
On May 30, 2016 Endeavour Silver completed the acquisition of Oro Silver Resources Ltd., a wholly-owned subsidiary of Canarc Resource Corporation (Canarc), which held the El Compas gold-silver mine property and a five-year renewable lease on the 500tpd La Plata mineral processing plant.
The project is comprised of 28 concessions fully permitted for mining. Of these, 22 concessions are subject to a 1.5% net smelter return royalty, while 6 concessions are subject to a 3.0% NSR royalty.
History
The mining district of Zacatecas was mined from 1570 to the start of the Mexican Revolution in 1910. Most of the mining in this period was by small-scale shaft excavations. Several mining companies explored the area from the mid -1990s to the present.
In 2005, Minera Hochschild de Mexico S.A. de C.V. (MHM) carried out an extensive exploration program focused mainly on the El Compas vein system. The program identified numerous targets characterized by north and northwest trending mineralized veins and faults of which eight were tested by diamond drilling. A total of twenty holes totaling over 5,516m were drilled. Significant gold and silver grades were found at depth in many of the target structures, including 15.2 g/t Au and 155 g/t Ag over 1.05m from the El Compas 4 Vein, located 1.4km southeast of the El Compas Vein.
An initial Mineral Resource Estimate for the El Compas deposit was completed in 2011 by SRK Consulting and, in 2016, Mining Plus Canada Consulting Ltd. prepared an updated Mineral Resource Estimate for Canarc.
Local small miners supplied the La Plata processing plant with mill feed during the time it operated from September, 2013 to October, 2014. No details of the amounts mined or processed are on record.
Geology and Mineralization
The Zacatecas mining district is located at the transition of the Sierra Madre Occidental and Mesa Central physiographic provinces in north-central Mexico and is marked by the north-west striking Rio Santa Maria fault system. The district covers a belt of Tertiary aged epithermal vein deposits that contain silver, gold and base metals including copper, lead and zinc. The dominant structural features that localize mineralization are of Tertiary age, and are interpreted to be related to the development of a volcanic center with subsequent caldera development and north-westerly trending basin-and-range structures.
The veins at El Compas strike predominantly north and north-west and are hosted partly in volcanic and sedimentary rocks of the Chilitos formation and partly in overlying volcanic rocks of the La Virgen formation.
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Endeavour Silver Corp.
The Compas and Orito veins have the characteristics of a low sulfidation epithermal vein system. They occur in a region characterised by numerous, high silver-grade intermediate sulfidation epithermal vein systems.
Exploration Program
From the mid 1990s until the present a number of companies have explored the Orito district. District-wide surface exploration in 2005 by Minera Hochschild de Mexico S.A. de C.V. (MHM) identified numerous targets characterized by north and/or north-west trending mineralized veins and faults, eight of which were tested by diamond drilling. In total 5,516m of drilling in 20 NQ holes were completed. Results of the drilling confirmed the presence of significant gold and silver grades at depth in a number of the target structures tested.
From November, 2007 to August, 2013, Oro Silver completed three phases of a diamond drill program. The objectives of this program were to expand the Compas and Orito Mineral Resource Estimates where they were still open, upgrade Inferred Mineral Resources to the Indicated Mineral Resource category by infill drilling, confirm the continuity of grade and thickness in areas of higher grade mineralization with close spaced drilling and, finally, to test the El Compas and other veins for higher grade gold and silver mineralization at significantly deeper levels than in the past.
The results from both MHM and Oro Silver drilling were utilized in the current Mineral Resource Estimate after drilling by Endeavour Silver verified the earlier drilling.
In late 2016, Endeavour Silver drilled 5,306m over 21 drill holes on the Ana Camila vein, a splay of the Orito vein located about 550m southeast of Orito. This drilling is exploratory in nature and Endeavour Silver has outlined a new high-grade, south plunging mineralized zone over 250m long by 100m deep, starting approximately 100m below surface and still open to surface and at depth and it has not been added to the Mineral Resource Estimate that is part of this 43-101 report.
Mineral Resource Estimate
The Mineral Resource Estimate presented herein is reported in accordance with the Canadian Securities Administrators National Instrument 43-101 and has been estimated in conformity with the Canadian Institute of Mining, Metallurgy and Petroleum (CIM)Definition Standards for Mineral Resources and Mineral Reserves prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council on November 27, 2010. The effective date of this Mineral Resource Estimate is March 27, 2017.
The Mineral Resource Estimate was derived from applying a150 g/t AgEq cut-off grade to the block model and reporting the resulting tonnes and grade for potentially mineable areas.
Mineral Resource Cut-off Grade
The cut-off grade selected by Endeavour Silver for reporting the Mineral Resource Estimate is 150 g/t silver equivalent (AgEq), using a 70:1 Au to Ag ratio based on prices of US $18/oz silver and US $1,225/oz gold, with no base metal credits applied.
A summary of the Mineral Resource at a cut-off grade of 150 g/t AgEq is given in Table . Cut-off details are available in Section 14.12
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Endeavour Silver Corp.
Table 1.1 Summary of the El Compas Mineral Resource Estimate at a Cut-off Grade of 150 g/t AgEq
Classification
|
Tonnes
(000s) |
Ag gpt
|
Au gpt
|
AgEq gpt
|
Ag
oz
(000s) |
Au
oz
(000s) |
AgEq
oz
(000s) |
Indicated | 148.4 | 104 | 7.31 | 616 | 495 | 34.9 | 2,939 |
Inferred | 216.8 | 76 | 5.38 | 453 | 527 | 37.5 | 3,158 |
(1) |
CIM definitions were followed for Mineral Resource Estimates |
|
(2) |
Mineral Resources are estimated by conventional 3D block modeling based on wire-framing at a 150 g/t AgEq cut-off grade and inverse distance cubed grade interpolation. |
|
(3) |
AgEq is calculated using the formula: AgEq= Ag g/t + (70*Au g/t). |
|
(4) |
For the purpose of Mineral Resource estimation, assays were capped between 15 to 60 g/t for Au and between 150 to 700 g/t for Ag. |
|
(5) |
Metal prices for the Mineral Resource Estimate are: US$18.00/oz Ag and US$1,225/ oz Au. |
|
(6) |
A bulk density of 2.99 tonnes/m3 has been applied for volume to tonnes conversion. |
|
(7) |
Grade model blocks are 1.25m x 2.5m x 2.5m |
|
(8) |
Mineral Resources are estimated from the 2,400m El to the 2,250m El, or from surface to approximately 150 m depth. |
|
(9) |
Mineral Resources are classified as Indicated and Inferred based on drill hole location, interpreted geologic continuity and quality of data. |
|
(10) |
A small amount of the Mineral Resource was historically mined in the upper portion of the Compas Vein and this material has not been included in the Mineral Resource Estimate. |
|
(11) |
Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability. The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues. |
|
(12) |
The Inferred Mineral Resource in this estimate has a lower level of confidence that that applied to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of the Inferred Mineral Resource could be upgraded to an Indicated Mineral Resource with continued exploration. |
Mineral Processing and Metallurgical Testing
Endeavour Silver contracted RDi to undertake metallurgical testwork with the primary objective of producing a saleable combined gravity and flotation concentrate. This would result in minimum capital to upgrade the existing process plant leased from the state government in Zacatecas, Mexico.
The testwork results indicate that a saleable gravity plus flotation concentrate can be produced with reasonable recoveries. The metal recoveries recommended for the economic model are 83.5% gold and 73% silver.
Mining Methods
The mine access portal is located in the wall of a nearby quarry just southwest of the Compas Vein. The development schedule focuses on critical-path development required to start development of the Compas Vein, and delays the non-critical path Orito Vein development.
Captive cut and fill mining is the proposed mining method for both the Compas and Orito Veins. Mine dilution is estimated to be 12%, represented by an approximate 30cm thick skin around the mining outline.
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Endeavour Silver Corp.
Dilution grades were estimated within this 30cm skin. Mine dilution and extraction was applied to stope mineable tonnes only.
A conceptualized captive cut and fill mining method plan has been laid out to extract the deposit using in-stope micro scooptrams and hand-held pneumatic drills. Primary access to the mineral deposit will be via a 535m long trackless haulage ramp, from the portal, at the 2265m elevation. The Compas and Orito Vein mineralization are connected by a 407m long haulage ramp.
Multiple working faces can be accessed by mining a number of stope lifts at the same time via up-and-down ramps constructed in the stopes on the backfill. There are an estimated 48 - 3m high lifts at the Compas Vein and 38 3m high lifts at the Orito Vein. Mining advances from the bottom up.
Fresh air enters the mining areas through the service raises in each mining area and also through the portal.
There is a total life-of-mine (LOM) 4,536m of mine and stope development planned.
The mineralized material to be mined in the mine plan totals 300,000 tonnes, containing 829,000 oz silver and 61,000 oz gold for 5,099,000 oz AgEq as shown in Table 1.2.
Table 1.2 Summary of the Mineralized Material to be Mined
Tonnes | Ag oz | Au oz | AgEq oz | ||||
(000s) | Ag g/t | Au g/t | AgEq g/t | (000s) | (000s) | (000s) | |
Indicated | 114 | 99 | 6.81 | 576 | 363 | 25 | 2,113 |
Inferred | 186 | 78 | 5.99 | 497 | 466 | 36 | 2,986 |
(1) |
P&E Mining Consultants Inc. estimated diluted and extractable Mineralized Material to be mined using a cut-off grade of 200 g/t silver equivalent and employing captive cut and fill mining methodology. |
|
(2) |
Mining extraction was estimated at 95% and dilution was calculated at an average of 12% |
Recovery Methods
The treatment of the El Compas process plant feed will be performed at the La Plata processing facility located 20 km from the mine. The process plant will be modified to produce a single gold-silver concentrate which would be sold to smelters or refineries. The process flowsheet will consist of conventional comminution, gravity and froth flotation.
Endeavour Silver will upgrade the existing plant so that it can safely and reliably process 250tpd of mill feed averaging ± 5 g/t Au and ± 96 g/t Ag.
The projected recoveries of gold and silver based on open-circuit rougher and cleaner flotation tests are 83.5% and 73%, respectively. The cleaner concentrate grade will be 868 g/t Au and 12,095 g/t Ag.
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Endeavour Silver Corp.
Environmental Studies, Permitting, and Social Impact
A Manifestación de Impacto Ambiental (MIA) for the El Compas Project was reviewed and approved by SEMARNAT in September, 2014. In an updated approval issued in March, 2016, the processing plant and tailings facility were removed from the MIA approval, as it was identified that Endeavour Silver would rely on leased existing facilities. This relieves Endeavour Silver of environmental and permitting liabilities associated with the processing and tailings management.
The processing plant and tailings facility are owned by the Zacatecas state government and collectively are known as the La Plata facility. The facility is operated by a trust called the Fideicomiso Público de Promoción y Desarrollo Minero. SEMARNAT approved MIA for the La Plata facility in July, 2012.
Another important piece of environmental legislation is the Ley General de Desarrollo Forestal Sustentable (LGDFS). Article 117 of the LGDFS indicates that authorizations must be granted by SEMARNAT for land use changes to industrial purposes. An application for change in land use or Cambio de Uso de Suelo (CUS), must be accompanied by a Technical Supporting Study (Estudio Técnico Justificativo, or ETJ).
The CUS application for the El Compas Project, accompanied by an ETJ, was reviewed and approved by SEMARNAT in June, 2013. Similarly, the La Plata facility received its approved CUS in March, 2013. The existing tailings storage facility (TSF) was previously designed, constructed, and operated for a limited time by others. The TSF will be modified to suit the requirements of El Compas, which include storing tailings for 4 years at a milling rate of 250 tonnes per day (tpd). The total capacity in the TSF is approx. 365,000 tonnes of tailings.
Knight Piésold Ltd. (KP) developed the concept for tailings and water management in the TSF using the existing facilities. The tailings management concept utilizes upstream embankment expansions with fill and coarse drained tailings as construction materials placed and compacted in the upstream embankment zone.
Capital and Operating Costs
The El Compas Project has a total estimated capital cost of US$10million. The process plant upgrade costs are based on firm quotes from qualified local contractors and all estimates were prepared by engineers and construction personnel with direct experience on recent mine projects in Mexico. Operating costs of US$70 per tonne for mining, US$26 per tonne for processing, and US$14per tonne for General and Administration were estimated using unit rates and costs for labour, material, and equipment taken from the current mine and plant operations of Endeavour Silver and electrical supply costs from the Commission Federal de Electricidad (CFE).
Economic Analysis
An economic analysis utilizing a pre-tax and after-tax cash flow financial model was prepared for the base case mine plan.
The metal prices assumed in the base case are US$18/oz silver and US$1,260/oz gold.
The Mexico tax policies for mining changed effective January 1, 2014. An overriding royalty on gross revenues, after smelter deductions, of 0.5% applies to precious metal mines (gold, silver and platinum). A new Special Mining Duty of 7.5% is levied on earnings before income tax and depreciation allowance. Corporate income taxes of 30% are applied to earnings after the usual allowable deductions for depreciation, loss carry-forwards etc. The Special Mining Duty and the over-riding royalty are also deductible for the purpose of calculating corporate income tax. The financial model incorporates these taxes in computing the after-tax cash flow amounts, NPV, and IRR.
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Endeavour Silver Corp.
The El Compas Project key financial indicators for the base case are as follows:
| After-tax rate of return 42.1% | |
| Project payback period 2.1years from start of production | |
| After-Tax Net Present Value (5% discount) of US$12,598,000 |
These key indicators describe a project whose base case is financially viable and which, as the sensitivity analysis in Table 1.3 demonstrates, has considerable upside potential should the size of the deposit increase or metal prices improve
Table 1.3 Base Case After-Tax NPV and IRR Sensitivities
Operating Costs | Initial Capital | Metal Prices | ||||||||||||||||
Variance | NPV (5%) | IRR | NPV (5%) | IRR | NPV (5%) | IRR | ||||||||||||
-20% | $ | 16.3 | 52.7% | $ | 14.5 | 55.5% | $ | 4.1 | 17.6% | |||||||||
-10% | $ | 14.5 | 47.4% | $ | 13.6 | 48.2% | $ | 8.4 | 30.2% | |||||||||
Base Case | $ | 12.6 | 42.1% | $ | 12.6 | 42.1% | $ | 12.6 | 42.1% | |||||||||
10% | $ | 10.5 | 35.8% | $ | 11.6 | 36.9% | $ | 16.4 | 52.1% | |||||||||
20% | $ | 8.4 | 29.5% | $ | 10.7 | 32.4% | $ | 20.2 | 61.8% |
(1) |
The PEA economic analysis is preliminary in nature in that it is based on production schedules that include Inferred Mineral Resources, which are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves. There is no certainty that the PEA will be realized or that Inferred Mineral Resources will ever be upgraded to Mineral Reserves. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability |
Conclusions and Recommendations
The El Compas Mineral Resource Estimate presented here conforms to the current CIM Definition Standards for Mineral Resources and Mineral Reserves, as required under NI 43-101 Standards of Disclosure for Mineral Projects. The estimation approach and methodology used is reasonable and appropriate based on the data available.
There are no known significant technical, legal, environmental, or political considerations which would have an adverse effect on the Mineral Resource Estimate or the continued exploration and development of the El Compas Property.
The QPs conclude that the economic analysis of the El Compas Project is based on sound inputs and cost estimates that take significant risks out of the project and provide a reliable basis for quantifying the key financial indicators of the project and for examining the projects most critical sensitivities.
These key indicators describe a project whose base case is financially profitable and which, as the sensitivity analysis demonstrates, has considerable upside potential should the size of the deposit increase or metal prices improve.
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Endeavour Silver Corp.
The QPs conclude that, given the many positive features of the project, the manageable risks, and Endeavour Silvers record of successfully developing similar projects in Mexico it is reasonable for Endeavour Silver to make a production decision on the basis of this PEA. Such a decision should be subject to Endeavour Silver obtaining an explosives permit and obtaining clarity by the state on its new Revenue Tax.
The QPs recommend that Endeavour Silver:
|
Continues exploratory drilling nearby mineralized bodies to extend mine life and possibly increase the mine production rate |
|
|
Considers long hole or mechanized mining methods in certain areas of the mine that may improve economics |
|
|
Carries out additional locked-cycle testing to further enhance gold and silver recoveries |
|
|
Completes geotechnical testing on additional tailings samples to confirm the material properties and suitability as a construction material for the tailings embankment |
|
|
Continues to meet with the state Government to clarify and confirm the amount of the new Environmental Tax applicable to El Compas |
|
|
Complies fully with all existing permit conditions |
|
|
Applies for an explosives permit |
Should Endeavour Silver make a production decision on the basis of this PEA, the QPs stress that such a decision will not be based on a Pre-Feasibility Study or Feasibility Study stating Mineral Reserves demonstrating economic and technical viability and caution that historically such projects have a much higher risk of economic or technical failure.
The QPs recommend that any development of El Compas be engineered, constructed, and operated in accordance with this PEA and subsequent technical studies.
Parral Properties
In October 2016, the Company acquired a 100% interest in the Parral properties located in the historic silver mining district of Hidalgo de Parral in southern Chihuahua state, Mexico. SGM, the Mexican Geological Survey, estimates historic production of approximately 250 million ounces (oz) of silver from this district. The properties cover 3,432 hectares, across three large properties, Veta Colorada, La Pamilla and San Patricio. These properties are accessible by paved highway and a well maintained gravel road only five kilometres north of the city of Hidalgo Del Parral. The area has excellent infrastructure including grid power, water, labour, services and three nearby 500 tonne-per-day plants. Historical drilling and sampling has shown La Palmilla property has strong potential to discover low-grade mineralization amenable to open pit mining, while all properties have excellent potential to discover new high-grade resources in under-explored areas along strike of Veta Colorada, San Patricio, Palmilla and numerous other veins on the properties. Some of these large veins have been traced for over eight kilometres. Land access agreements are already in place for exploration.
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Endeavour Silver Corp.
ITEM 5: | DIVIDENDS |
5.1 |
Dividends |
The Company has not declared any dividends during the past three fiscal years ended December 31, 2017. The Company otherwise has no present intention of paying dividends on its common shares as it anticipates that all available funds will be invested to finance further acquisition, exploration and development of its mineral properties.
ITEM 6: | DESCRIPTION OF CAPITAL STRUCTURE |
6.1 |
General Description of Capital Structure |
The Companys authorized share capital is comprised of an unlimited number of common shares without par value. All common shares of the Company rank equally as to voting rights, dividends and participation in the distribution of assets upon dissolution, liquidation or winding-up and in all other respects. Each share carries one vote per share at meetings of the shareholders of the Company.
The following table provides a summary concerning the Companys share capital as of December 31, 2017:
December 31, 2017 | |
Authorized share capital | Unlimited number of common shares without par value |
Number of shares issued and outstanding | 127,488,410 common shares without par value |
As at February 22, 2018, the Company has 127,488,410 common shares issued and outstanding.
6.2 |
Constraints |
The Company is not aware of any constraints imposed on the ownership of its securities to ensure that the Company has a required level of Canadian ownership.
6.3 |
Ratings |
The Company is not aware of any ratings, including provisional ratings, from rating organizations for the Companys securities that are outstanding and continue in effect.
ITEM 7: | MARKET FOR SECURITIES |
7.1 |
Trading Price and Volume |
The Companys common shares are listed for trading on the Toronto Stock Exchange (TSX) under the symbol EDR and on the New York Stock Exchange (NYSE) under the symbol EXK.
The following table sets forth the price ranges and volume traded of the common shares of the Company for each month in 2017 on the TSX, the Canadian marketplace on which the greatest volume of trading or quotation for the common shares generally occurs.
Month |
High
(Cdn.$) |
Low
(Cdn.$) |
Volume Traded |
Dec-17 | 3.20 | 2.56 | 3,834,156 |
Nov-17 | 2.94 | 2.50 | 4,460,349 |
Oct-17 | 3.41 | 2.66 | 4,002,332 |
Sep-17 | 3.35 | 2.87 | 5,652,202 |
Aug-17 | 3.86 | 2.64 | 6,626,521 |
Jul-17 | 3.95 | 3.55 | 4,294,158 |
Jun-17 | 4.22 | 3.73 | 6,775,025 |
May-17 | 4.62 | 3.81 | 8,195,226 |
Apr-17 | 4.97 | 3.75 | 9,047,025 |
Mar-17 | 5.88 | 3.85 | 11,428,453 |
Feb-17 | 6.44 | 5.41 | 8,510,106 |
Jan-17 | 5.75 | 4.79 | 10,173,930 |
The following table sets forth the price ranges and volume traded of the common shares of the Company for each month in 2017 as reported by the NYSE. The data includes common shares sold through the NYSE in connection with the 2016 ATM Offering and common shares sold through certain quotation systems in the United States.
Month |
High
(U.S.$) |
Low
(U.S.$) |
Volume Traded |
Dec-17 | 2.53 | 2.38 | 25,033,813 |
Nov-17 | 2.29 | 1.94 | 37,285,924 |
Oct-17 | 2.75 | 2.06 | 31,773,670 |
Sep-17 | 2.71 | 2.33 | 32,763,610 |
Aug-17 | 3.10 | 2.08 | 48,858,854 |
Jul-17 | 3.12 | 2.75 | 27,591,565 |
Jun-17 | 3.22 | 2.80 | 51,025,975 |
May-17 | 3.39 | 2.80 | 57,605,300 |
Apr-17 | 3.73 | 2.76 | 53,302,885 |
Mar-17 | 4.42 | 2.84 | 64,846,883 |
Feb-17 | 4.90 | 4.12 | 41,537,759 |
Jan-17 | 4.35 | 3.56 | 43,281,343 |
ITEM 8: | ESCROWED SECURITIES |
8.1 |
Escrowed Securities |
To the Companys knowledge, as at December 31, 2017, there were no escrowed common shares of the Company or common shares of the Company subject to contractual restriction on transfer.
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Endeavour Silver Corp.
ITEM 9: | DIRECTORS AND OFFICERS |
9.1 |
Name, Occupation and Security Holding |
The following is a list of the current directors and executive officers of the Company, their province/state and country of residence, their current positions with the Company and their principal occupations during the five preceding years. Each director is elected to serve until the next annual general meeting of shareholders or until his successor is elected or appointed, or unless his office is earlier vacated under any of the relevant provisions of the articles of the Company or the Business Corporations Act (British Columbia).
Name and
Province/State and Country of Residence |
Position |
Date of
Appointment as Director |
Principal Occupation
During Five
Preceding Years |
Bradford J. Cooke
British Columbia, Canada |
Director and Chief Executive Officer | July 25, 2002 |
Chief Executive Officer of Endeavour |
Godfrey J. Walton
British Columbia, Canada |
Director, President and Chief Operating Officer | July 25, 2002 |
President and Chief Operating Officer of Endeavour |
Ken Pickering
(1)(3)(4)
British Columbia, Canada |
Director | August 20, 2012 |
Independent Director of several public mineral exploration and mining companies |
Mario D.
Szotlender (1)(2)(4) Caracas, Venezuela |
Director | July 25, 2002 |
Independent Consultant and Director of several public mineral exploration and mining companies |
Geoffrey Handley
(1)(2)(3)
Sydney, Australia |
Director and Chairman | June 14, 2006 |
Independent Director of public mineral exploration and mining companies |
Rex McLennan
(2)(3)(4)
British Columbia, Canada |
Director | June 14, 2007 |
Independent Director of public mineral exploration and mining companies |
Ricardo Campoy
(1)(3)
New York, USA |
Director | July 9, 2010 |
Managing Director, Headwaters MB |
Daniel Dickson
British Columbia, Canada |
Chief Financial Officer | N/A |
Chief Financial Officer of Endeavour |
Luis Castro
Durango, Mexico |
Vice President, Exploration | N/A |
Vice President, Exploration of Endeavour |
Tomas Iturriaga
Morelos, Mexico |
Vice President, Operations, Mexico | N/A |
Vice President, Operations, Mexico of Endeavour since February 2017; Vice President, North American Operations, Capstone Mining Corp. from August 2015 to February 2017; prior thereto, various positions with Goldcorp Inc., lastly Vice President and General Manager Mexico |
Name and
Province/State and Country of Residence |
Position |
Date of
Appointment as Director |
Principal Occupation
During Five
Preceding Years |
Dale Mah
British Columbia, Canada |
Vice President of Corporate Development | N/A | Vice President of Corporate Development of Endeavour since June 2016; Vice President, Geology, Quintana Resources Capital from April 2014 to May 2016; prior thereto, Mining Analyst, Dundee Capital Markets from January 2012 to April 2013 |
Christine West
British Columbia, Canada |
Vice President, Controller | N/A | Controller of Endeavour since January 2008; Appointed Vice President Controller of Endeavour March 2017 |
Bernard Poznanski
British Columbia, Canada |
Corporate Secretary | N/A | Lawyer, Koffman Kalef LLP, Business Lawyers |
(1) |
Member of Compensation Committee and Member |
|
(2) |
Member of Corporate Governance and Nominating Committee |
|
(3) |
Member of Audit Committee |
|
(4) |
Member of Sustainability Committee |
As at February 22, 2018, the directors and executive officers of the Company as a group beneficially owned, or controlled or directed, directly or indirectly, an aggregate of 1,390,103 common shares of the Company, representing approximately 1.1% of the issued and outstanding common shares of the Company.
9.2 | Cease Trade Orders, Bankruptcies, Penalties or Sanctions |
Other than as disclosed herein, no director or executive officer of the Company is, as at the date of this AIF, or has been, within the ten years preceding the date of this AIF, a director, chief executive officer or chief financial officer of any company (including the Company) that
(a) |
was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, when such order was issued while the person was acting in the capacity of a director, chief executive officer or chief financial officer of the relevant company, or |
(b) |
was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after such person ceased to be a director, chief executive officer or chief financial officer of the relevant company, and which resulted from an event that occurred while the person was acting in the capacity of a director, chief executive officer or chief financial officer of the relevant company. |
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Endeavour Silver Corp.
Ricardo Campoy was a director of Century Mining Corporation (Century) when Century was subject to cease trade orders or management cease trade orders issued in March 2008 and April 2009 that were in effect for more than 30 consecutive days:
(a) |
On March 14, 2008, the British Columbia Securities Commission (BCSC) issued a cease trade order against the securities of Century until Century filed certain required technical reports in accordance with NI 43-101, it prepared and filed amended interim financial statements, and it prepared and filed amended managements discussion and analysis for the period ended September 30, 2007. On March 20, 2008 the BCSC revoked the cease trade order and issued instead a management cease trade order relating to the filing of the required records. On July 18, 2008, the BCSC revoked the management cease trade order after Century filed all required records. |
(b) |
On May 5, 2009, the BCSC issued a management cease trade order in connection with Centurys failure to timely file financial statements and related managements discussion and analysis for its financial year ended December 31, 2008. On June 16, 2009, the BCSC revoked this management cease trade order after Century filed the required records. |
Other than as disclosed herein, no director or executive officer of the Company or any shareholder holding a sufficient number of common shares of the Company to affect materially the control of the Company:
(a) |
is, as at the date of this AIF, or has been, within the ten years preceding the date of this AIF, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, |
(b) |
has, within the ten years preceding the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that person, |
(c) |
has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or |
(d) |
has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision regarding the Company. |
Geoffrey Handley was a director of Mirabela Nickel Limited (Mirabela) until January 11, 2014. On February 25, 2014, within a year of Mr. Handley ceasing to be a director, Mirabela announced that it had entered into a legally binding plan support agreement (PSA) which established a framework for a proposed recapitalization of Mirabela, subject to certain terms and conditions, as well as the appointment of certain persons of KordaMentha, a restructuring firm, as joint and several voluntary administrators under the Australian Corporations Act 2001. Mirabela also announced that, under the PSA, the proposed recapitalization was to be effected through a recapitalization and restructuring plan to be implemented through a deed of company arrangement in Australia and an extrajudicial reorganization proceeding to be filed by Mirabela Brazil before the competent Brazilian court. Trading in securities of Mirabela on the Australian Securities Exchange was suspended from October 7, 2013 to June 30, 2014.
69
Endeavour Silver Corp.
9.3 |
Conflicts of Interest |
The Company's directors and officers may serve as directors or officers of other companies or have significant shareholdings in other resource companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such a conflict of interest arises at a meeting of the Company's directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. From time to time several companies may participate in the acquisition, exploration and development of natural resource properties thereby allowing for their participation in larger programs, permitting involvement in a greater number of programs and reducing financial exposure in respect of any one program. It may also occur that a particular company will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of the company making the assignment. In accordance with the laws of British Columbia, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company. In determining whether or not the company will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at the time.
The directors and officers of the Company are aware of the existence of laws governing the accountability of directors and officers for corporate opportunity and requiring disclosure by the directors of conflicts of interest and the Company will rely upon such laws in respect of any directors' and officers' conflicts of interest in or in respect of any breaches of duty by any of its directors and officers. All such conflicts will be disclosed by such directors or officers in accordance with the Business Corporations Act (British Columbia) and they will govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.
To the best of its knowledge, the Company is not aware of any such conflicts of interest.
ITEM 10: | PROMOTERS |
Since January 1, 2016 no person or company has acted as a promoter of the Company.
ITEM 11: | LEGAL PROCEEDINGS |
11.1 |
Legal Proceedings |
Other than discussed below, there are no material legal proceedings in the Companys last fiscal year to which the Company is a party or to which any of its property is subject, and there are no such proceedings known to the Company to be contemplated.
Minera Santa Cruz y Garibaldi SA de CV (MSCG), a subsidiary of the Company, received a MXN 238 million assessment on October 12, 2010 by Mexican fiscal authorities for failure to provide the appropriate support for certain expense deductions taken in MSCGs 2006 tax return, failure to provide appropriate support for loans made to MSCG from affiliated companies, and deemed an unrecorded distribution of dividends to shareholders, among other individually immaterial items. MSCG immediately initiated a Nullity action and filed an administrative attachment to dispute the assessment.
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Endeavour Silver Corp.
In June 2015, the Superior Court ruled in favour of MSCG on a number of the matters under appeal; however, the Superior Court ruled against MSCG for failure to provide appropriate support for certain deductions taken in MSCGs 2006 tax return. In June 2016, the Company received a MXN 122.9 million ($6.2 million) tax assessment based on the June 2015 ruling. The 2016 tax assessment is comprised of MXN 41.8 million in taxes owed ($2.1 million), MXN 17.7 million ($0.9 million) in inflationary charges, MXN 40.4 million ($2.0 million) in interest and MXN 23.0 million ($1.2 million) in penalties. The 2016 tax assessment was issued for failure to provide the appropriate support for certain expense deductions taken in MSCGs 2006 tax return and failure to provide appropriate support for loans made to MSCG from affiliated companies and includes interest and penalties. If MSCG agrees to pay the tax assessment, or a lesser settled amount, it is eligible to apply for forgiveness of 100% of the penalties and 50% of the interest.
The Company filed an appeal against the June 2016 tax assessment on the basis that certain items rejected by the courts were included in the new tax assessment and a number of deficiencies exist within the assessment. Since issuance of the assessment interest charges of MXN 5.6 million ($0.2 million) and inflationary charges of MXN 8.5 million ($0.3 million) has accumulated.
Included in the Companys consolidated financial statements, are net assets of $595,000, including $42,000 in cash, held by MSCG. Following the Tax Courts rulings, MSCG is in discussions with the tax authorities with regards to the shortfall of assets within MSCG to settle its estimated tax liability. An alternative settlement option would be to transfer the shares and assets of MSCG to the tax authorities. As of December 30, 2016, the Company recognized an allowance for transferring the shares and assets of MSCG amounting to $595,000. The Company is currently assessing MSCGs settlement options based on ongoing court proceedings and discussion with the tax authorities.
11.2 |
Regulatory Actions |
During the year ended December 31, 2017, there were no penalties or sanctions imposed against the Company by a court relating to securities legislation or by a securities regulatory authority and there were no settlement agreements that the Company entered into before a court relating to securities legislation or with a securities regulatory authority. Except as described in item 11.1, there are no other penalties or sanctions imposed by a court or regulatory body against the Company that would likely be considered important to a reasonable investor in making an investment decision.
ITEM 12: | INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS |
12.1 |
Interest of Management and Others in Material Transactions |
None of the following persons or companies has had any material interest, direct or indirect in any transaction since January 1, 2015 that has materially affected or is reasonably expected to materially affect the Company:
(a) |
a director or executive officer of the Company; |
(b) |
a person or company that beneficially owns, or controls or directs, directly or indirectly more than 10% of any class or series of the outstanding voting securities of the Company; and |
(c) |
an associate or affiliate of any of the persons or companies referred to in the above paragraphs (a) or (b). |
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Endeavour Silver Corp.
The Companys directors and officers may serve as directors or officers of other public resource companies or have significant shareholdings in other public resource companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. The interests of these companies may differ from time to time. See Risk Factors Potential Conflicts of Interest and Conflict of Interest
ITEM 13: | TRANSFER AGENT AND REGISTRAR |
13.1 |
Transfer Agent and Registrar |
The transfer agent and registrar for the common shares of the Company is Computershare Investor Services Inc. at its principal offices in Vancouver, British Columbia and Toronto, Ontario.
ITEM 14: | MATERIAL CONTRACTS |
14.1 |
Material Contracts |
Other than noted below, there are no contracts that are material to the Company that were entered into during the financial year ended December 31, 2017 or prior thereto but which are still in effect, other than contracts entered into in the ordinary course of business of the Company:
ITEM 15: | INTERESTS OF EXPERTS |
15.1 |
Names of Experts |
KPMG LLP is the external auditor of the Company and reported on the fiscal 2017 audited financial statements of the Company filed on SEDAR.
The Qualified Persons who completed the reserves and resources estimate for the Guanacevi Project are Zachary J. Black, SME-RM, Jeffery W. Choquette, P.E. and Jennifer J. Brown, SME-RM, of Hard Rock Consulting. They are the authors of the report NI 43-101 Technical Report Updated Resource and Reserve Estimates for the Guanacevi Mines Project, Durango State, Mexico dated March 3, 2017 (effective date of December 31, 2016) filed on SEDAR.
The Qualified Persons who completed the reserves and resources for the Bolañitos Mines Project are Zachary J. Black, SME-RM, Jeffery W. Choquette, P.E. and Jennifer J. Brown, SME-RM, of Hard Rock Consulting. They are the authors of the report NI 43-101 Technical Report: Updated Mineral Resource and Reserve Estimates for the Bolañitos Project, Guanajuato State, Mexico dated March 3, 2017 (effective date of December 31, 2016) filed on SEDAR.
The Qualified Persons who completed the estimate of the reserves and resources for the El Cubo Mine are Zachary J. Black, SME-RM, Jeffery W. Choquette, P.E. and Jennifer J. Brown, SME-RM, of Hard Rock Consulting. They are the author of the report NI 43-101 Technical Report: Updated Mineral Resource and Reserve Estimates for the El Cubo Project, Guanajuato State, Mexico dated March 3, 2017 (effective date of December 31, 2016 filed on SEDAR.
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Endeavour Silver Corp.
The Qualified Persons who completed the Preliminary Economic Assessment for the El Compas Project are Peter J. Smith, P. Eng. of Smith Foster & Associates, Ken Embree, P. Eng. of Knight Piesold Consulting, Jarita Barry, P. Geo., David Burga, P. Geo., Yungang Wu, P. Geo., P. Geo., James L. Pearson, P. Eng. Eugene Puritch, P. Eng., FEC, of P&E Mining Consultants Inc., and Deepak Malhotra, PhD. of Resource Development Inc. They are the authors of the report NI 43-101 Technical Report Preliminary Economic Assessment for the El Compas Project, Zacatecas State, Mexico dated May 11, 2017 (effective date of March 27, 2017) filed on SEDAR.
The Qualified Persons who completed the Preliminary Feasibility Study for the Terronera Project are Peter J. Smith, P. Eng. of Smith Foster & Associates, Scott Fleming, P.E. of Amec Foster Wheeler, Jarita Barry, P. Geo., David Burga, P. Geo., Yungang Wu, P. Geo., P. Geo., James L. Pearson, P. Eng. of P&E Mining Consultants Inc., Eugenio Iasillo, P. E. of Processing Engineering L.L.C and Benjamin Peacock. P. Eng., of Knight Piesold Consulting. They are the authors of the report NI 43-101 Technical Report Preliminary Feasibility Study for the Terronera Project, Jalisco State, Mexico dated May 18, 2017 (effective date of April 3, 2017) filed on SEDAR.
Godfrey Walton, M.Sc., P.Geo., President and COO of Endeavour, is the Qualified Person who reviewed and approved the technical information contained in the Updated Internal Mineral Reserve and Resource Estimates of the Guanacevi Mine, the Bolanitos Mine and the El Cubo Mine.
15.2 |
Interests of Experts |
KPMG LLP is the auditor of the Company and has confirmed with respect to the Company that it is independent within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations and also that it is a firm of independent accountants with respect to the Company under all relevant United States professional and regulatory standards.
To the best of the Companys knowledge, the other experts named in Item 15.1 did not have any registered or beneficial interest, direct or indirect, in any securities or other property of the Company when the experts prepared their respective reports or afterwards, nor will they receive any such interest.
ITEM 16: | ADDITIONAL INFORMATION |
16.1 |
Additional Information |
Additional information relating to the Company may be found on SEDAR at www.sedar.com . Additional information, including directors and officers remuneration and indebtedness, principal holders of the Companys securities and securities authorized for issuance under equity compensation plans, if applicable, is contained in the Companys Information Circular for its most recent Annual General Meeting of shareholders held on May 36, 2017. Additional financial information is also provided in the Companys financial statements and managements discussion and analysis for its most recently completed financial year ended December 31, 2017.
16.2 |
Audit Committee |
1. |
The Audit Committees Charter |
National Instrument 52-110 - Audit Committees (NI 52-110) requires every issuer to disclose certain information concerning the constitution of its audit committee and its relationship with its independent auditor, as set forth below.
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Endeavour Silver Corp.
2. |
Composition of the Audit Committee |
The Companys audit committee is comprised of four directors, as set forth below:
Geoffrey Handley | Ricardo Campoy | Ken Pickering | Rex McLennan |
As defined in NI 52-110, Geoffrey Handley, Ken Pickering, Ricardo Campoy and Rex McLennan independent directors. The Company therefore meets the requirement in NI 52-110 that all committee members be independent directors.
All of the members of the audit committee are financially literate.
3. |
Relevant Education and Experience |
the exploration and mining industry which included analyzing the financial statements of mining companies as an investment analyst and, later, as the manager/executive responsible for corporate mergers and acquisition activities at Placer Dome Inc.
Ricardo Campoy Mr. Campoy has a Bachelor of Science in Mine Engineering from the Colorado School of Mines and a Master of International Management (Finance) from the American Graduate School of International Management. Mr. Campoy has over 30 years of experience as a mine engineer, investment banker and financial advisor for the resource industry, financial institutions and investment funds.
Ken Pickering - Mr. Pickering is a professional engineer and mining executive with more than 45 years of experience working in the natural resource sector building and managing major mining operations in Canada, Chile, Australia, Peru and the United States.
Rex McLennan - Mr. McLennan holds a Master of Business Administration degree from McGill University and a Bachelor of Science degree from the University of British Columbia. Mr. McLennan has an ICD.D designation with the Institute of Corporate Directors. Mr. McLennan was most recently Chief Financial Officer of Viterra Inc., a major global agricultural commodity company, from February 2008 until Viterra was acquired by Glencore Plc in December 2012. From 1997 to 2005, he was the Executive Vice President and Chief Financial Officer for Placer Dome Inc. and, prior thereto, was Vice President and Treasurer with the same company. For more than ten years, he held positions of increasing responsibility in business planning, finance and treasury and was a Senior Advisor in the Treasurers Department for Imperial Oil, a publicly traded Canadian subsidiary of Exxon Corporation.
4. |
Reliance on Certain Exemptions |
Company relied on the following exemptions or provisions under NI 52-110:
(a) |
the exemption in section 2.4 ( De Minimis Non-audit Services ), |
(b) |
the exemption in section 3.2 ( Initial Public Offerings ), |
(c) |
the exemption in subsection 3.3(2) ( Controlled Companies ) |
(d) |
the exemption in section 3.4 ( Events Outside Control of Member ), |
(e) |
the exemption in section 3.5 ( Death, Disability or Resignation of Audit Committee Member ), or |
(f) |
the exemption in section 3.6 ( Temporary Exemption for Limited and Exceptional Circumstances ) |
(g) |
section 3.8 ( Acquisition of Financial Literacy ), |
(h) |
an exemption from NI 52-110, in whole or in part, granted under Part 8 ( Exemptions ). |
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Endeavour Silver Corp.
5. |
Audit Committee Oversight |
At no time since the commencement of the Companys most recently completed financial year has a recommendation of the audit committee to nominate or compensate an external auditor not been adopted by the Board of Directors.
6. |
Pre-Approval Policies and Procedures |
The audit committee has not adopted specific policies and procedures for the engagement of non-audit services. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Companys Board of Directors and, where applicable, by the audit committee, on a case-by-case basis.
7. |
External Auditor Service Fees (By Category) |
Set forth below are details of certain service fees paid to the Companys external auditor in each of the last two fiscal years for audit services:
Financial Year End |
Audit Fees (1) |
Audit-related
Fees (2) |
Tax Fees (3) | All Other Fees (4) |
December 31, 2017 | Cdn.$463,400 | Nil | Nil | Nil |
December 31, 2016 | Cdn.$480,100 | Nil | Nil | Cdn.$10,000 |
(1) |
Relates to fees for audit services. |
(2) |
Relates to fees for assurance and related services by the Companys external auditor that are reasonably related to the performance of the audit or review of the issuers financial statements and are not reported under Audit Fees. |
(3) |
Relates to fees for professional services rendered by the Companys external auditor for tax compliance, tax advice, and tax planning. |
(4) |
Relates to fees for products and services provided by the Companys external auditor other than the services reported under the other categories. The nature of the services provided in the fiscal period ending December 31, 2016 pertains to review of greenhouse gas emissions related to Mexico regulation disclosures. |
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Endeavour Silver Corp.
SCHEDULE A
ENDEAVOUR SILVER CORP. (the "Company")
Audit Committee Charter
(effective August 1, 2012)
This Audit Committee Charter has been approved by the Board of Directors (the Board) of Endeavour Silver Corp. (the Company) as of the date set out above.
1. |
Purpose Of Audit Committee |
1.1 |
The purpose of the Audit Committee (the Committee) is to act as the representative of the Board in carrying out its oversight responsibilities relating to: |
(b) |
The financial accounting and reporting process to shareholders and regulatory bodies; and |
|
(c) |
The system of internal financial controls. |
1.2 |
All reasonably necessary costs to allow the Committee to carry out its duties shall be paid for by the Company. Also, in carrying out the foregoing duties, the Committee shall have the right and the ability to retain any outside legal, accounting or other expert advice or assistance to assist the Committee members in the proper completion of their duties, for and on behalf of the Company and at the Companys cost, without any requirement for further Board or management approval of such expenditure. |
|
|
2. |
Composition |
|
|
The Committee shall consist of a minimum of three Directors, all of whom are independent within the meaning of National Instrument 52-110 - Audit Committees in Canada, and as required by all applicable United States securities laws and regulations and the policies of the New York Stock Exchange. The Committee shall be appointed annually by the Board immediately following the Annual General Meeting of the Company. Each member of the Committee shall be financially literate, meaning that each member must be able to read and understand financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Companys financial statements. One member of the Committee must have accounting and financial expertise, meaning that the member possesses financial or accounting credentials or has experience in finance or accounting. |
|
|
|
3. |
Duties |
|
|
3.1 |
The Committees duty is to monitor and oversee the operations of management and the external auditor. Management is responsible for establishing and following the Companys internal controls and financial reporting processes and for compliance with applicable laws and policies. The external auditor is responsible for performing an independent audit of the Companys financial statements in accordance with generally accepted auditing standards, and for issuing its report on the statements. The Committee should review and evaluate this Charter on an annual basis. |
A-1
Endeavour Silver Corp.
3.2 |
The specific duties of the Committee are as follows: |
(a) |
Management Oversight: |
(i) |
Review and evaluate the adequacy of the Companys processes for identifying, analyzing and managing financial risks, including foreign exchange and liquidity that may prevent the Company from achieving its objectives; |
|
(ii) |
Review and evaluate the adequacy of the Companys processes over internal controls,; |
|
(iii) |
Review and evaluate the adequacy of the Companys processes over the status and adequacy of internal information systems and security; |
|
(iv) |
Meet with the external auditor at least once a year in the absence of management; |
|
(v) |
Request the external auditors assessment of the Companys financial and accounting personnel; |
|
(vi) |
Review and approve the Companys hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company. |
(b) |
External Auditor Oversight |
(i) |
Recommend to the Board the selection and, where applicable, the replacement of the external auditor to be appointed or nominated annually for shareholder approval; |
|
(ii) |
Recommend to the Board the compensation to be paid to the external auditor; |
|
(iii) |
Review and evaluate the external auditors process for identifying and responding to key audit and internal control risks; |
|
(iv) |
Review the scope and approach of the annual audit; |
|
(v) |
Inform the external auditor of the Committees expectations; |
|
(vi) |
Review the independence of the external auditor on an annual basis; |
|
(vii) |
Review with the external auditor both the acceptability and the quality of the Companys financial reporting standards; |
|
(viii) |
Resolve any disagreements between management and the external auditor regarding financial reporting; |
A-2
Endeavour Silver Corp.
(ix) |
Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Companys external auditor. The authority to pre-approve non-audit services may be delegated by the Committee to one or more independent members of the Committee, provided that such pre-approval must be presented to the Committees first scheduled meeting following such pre-approval. Pre-approval of non-audit services is satisfied if: |
A. |
the aggregate amount of all the non-audit services that were not pre-approved reasonably expected to constitute no more than 5% of the total amount of paid by the Company and subsidiaries to the Companys external auditor the fiscal year in which the services are provided; |
|
B. |
the Company or a subsidiary did not recognize the services as non-audit at the time of the engagement; and |
|
C. |
the services are promptly brought to the attention of the Committee approved, prior to completion of the audit, by the Committee or by one or of its members to whom authority to grant such approvals has been delegated the Committee; and |
(x) |
Confirm with the external auditor that the external auditor is ultimately accountable to the Board and the Committee, as representatives of the shareholders. |
(c) |
Financial Reporting Oversight |
(i) |
Review with management and the external auditor the Companys annual and interim financial statements, managements discussion and analysis, any annual and interim earnings press releases and any reports or other financial information to be submitted to any governmental and/or regulatory body, or the public, including any certification, report, opinion, or review rendered by the external auditor, for the purpose of recommending their approval to the Board prior to their filing, issue or publication; |
|
(ii) |
Ensure that adequate procedures are in place for the review of the Companys public disclosure of financial information extracted or derived from the Companys financial statements (other than the public disclosure referred to in (i) above), as well as review any financial information and earnings guidance provided to analysts and rating agencies, and periodically assess the adequacy of those procedures; and |
|
(iii) |
Discuss with the external auditor the quality and the acceptability of the International Financial Reporting Standards applied by management. |
(d) |
Whistleblower Procedures |
(i) |
Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and |
|
(ii) |
Establish procedures for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. |
A-3
Endeavour Silver Corp.
Consolidated Financial Statements
Prepared by Management
Years Ended December 31, 2017 and 2016
MANAGEMENTS RESPONSIBILITY FOR FINANCIAL REPORTING
The accompanying consolidated financial statements of Endeavour Silver Corp. (the Company) have been prepared by management in accordance with International Financial Reporting Standards (IFRS), and within the framework of the significant accounting policies disclosed in the notes to these consolidated financial statements.
Management, under the supervision and participation of the Chief Executive Officer and the Chief Financial Officer, have a process in place to evaluate disclosure controls and procedures and internal control over financial reporting as required by Canadian and United States securities regulations. We, as CEO and CFO, will certify our annual filings with Canadian Securities Administrators and the US Securities and Exchange Commission, as required in Canada by Multilateral Instrument 52-109 and in the United States as required by the Securities Exchange Act of 1934, respectively.
The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting and is ultimately responsible for reviewing and approving the consolidated financial statements. The Board carries out its responsibility principally through its Audit Committee, which is independent from management.
The Audit Committee of the Board of Directors meets with management to review the consolidated financial statements and related financial reporting matters prior to submitting the consolidated financial statements to the Board of Directors for approval. The Audit Committee reviews the consolidated financial statements and management discussion and analysis; considers the report of the external auditor; assesses the adequacy of internal controls, including managements assessment; examines the fees and expenses for audit services; and recommends to the Board the independent auditors for appointment by the shareholders. The independent auditors have full and free access to the Audit Committee and meet with it to discuss the audit work, financial reporting matters and our internal control over financial reporting. The Audit Committee is appointed by the Board of Directors and all of its members are independent directors.
February 22, 2018 | ||
/s/ Bradford Cooke | /s/ Dan Dickson | |
Chief Executive Officer | Chief Financial Officer |
Endeavour Silver Corp. | Page - 2 - |
KPMG LLP | Telephone (604) 691-3000 | |
Chartered Professional Accountants | Fax (604) 691-3031 | |
PO Box 10426 777 Dunsmuir Street | Internet www.kpmg.ca | |
Vancouver BC V7Y 1K3 | ||
Canada |
INDEPENDENT AUDITORS REPORT OF REGISTERED PUBLIC
ACCOUNTING FIRM
To the Shareholders and Directors of Endeavour Silver Corp.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated financial statements of Endeavour Silver Corp. (the Entity), which comprise the consolidated statements of financial position as at December 31, 2017 and December 31, 2016, the consolidated statements of comprehensive income (loss), changes in shareholders equity and cash flows for the years then ended, and the related notes, comprising a summary of significant accounting policies and other explanatory information (collectively referred to as the consolidated financial statements).
In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Entity as at December 31, 2017 and December 31, 2016, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Report on Internal Control Over Financial Reporting
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Entitys internal control over financial reporting as of December 31, 2017, based on the criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 22, 2018 expressed an unqualified opinion on the effectiveness of the Entitys internal control over financial reporting.
Basis for Opinion
A - Managements Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG | ||
network of independent member firms affiliated with KPMG International Cooperative | ||
(KPMG International), a Swiss entity. KPMG Canada provides services to KPMG LLP. |
Endeavour Silver Corp. | Page - 3 - |
B - Auditors Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States) (PCAOB). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement, whether due to error or fraud. Those standards also require that we comply with ethical requirements, including independence. We are required to be independent with respect to the Entity in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We are a public accounting firm registered with the PCAOB.
An audit includes performing procedures to assess the risks of material misstatements of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included obtaining and examining, on a test basis, audit evidence regarding the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entitys preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances.
An audit also includes evaluating the appropriateness of accounting policies and principles used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a reasonable basis for our audit opinion.
We have served as the Entitys auditor since 1994.
//s// KPMG LLP
Chartered Professional Accountants
February 22, 2018
Vancouver, Canada
KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG | ||
network of independent member firms affiliated with KPMG International Cooperative | ||
(KPMG International), a Swiss entity. KPMG Canada provides services to KPMG LLP. |
Endeavour Silver Corp. | Page - 4 - |
KPMG LLP | Telephone (604) 691-3000 | |
Chartered Professional Accountants | Fax (604) 691-3031 | |
PO Box 10426 777 Dunsmuir Street | Internet www.kpmg.ca | |
Vancouver BC V7Y 1K3 | ||
Canada |
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING
FIRM
To the Shareholders and Directors of Endeavour Silver Corp.
Opinion on Internal Control Over Financial Reporting
We have audited Endeavour Silver Corp. s (the Company) internal control over financial reporting as of December 31, 2017, based on the criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Report on the Consolidated Financial Statements
We also have audited, in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements of the Company, which comprise the consolidated statements of financial position as at December 31, 2017 and December 31, 2016, the consolidated statements of comprehensive income (loss), changes in shareholders equity and cash flows for the years then ended, and the related notes, comprising a summary of significant accounting policies and other explanatory information (collectively referred to as the consolidated financial statements), and our report dated February 22, 2018 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Companys management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying report titled Managements Report on Internal Controls over Financial Reporting. Our responsibility is to express an opinion on the Companys internal control over financial reporting based on our audit.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB and in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada.
KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG | ||
network of independent member firms affiliated with KPMG International Cooperative | ||
(KPMG International), a Swiss entity. KPMG Canada provides services to KPMG LLP. |
Endeavour Silver Corp. | Page - 5 - |
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
//s// KPMG LLP
Chartered Professional Accountants
February 22, 2018
Vancouver, Canada
KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG | ||
network of independent member firms affiliated with KPMG International Cooperative | ||
(KPMG International), a Swiss entity. KPMG Canada provides services to KPMG LLP. |
Endeavour Silver Corp. | Page - 6 - |
ENDEAVOUR SILVER CORP. |
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION |
(expressed in thousands of US dollars) |
December 31, | December 31, | ||||||||
Notes | 2017 | 2016 | |||||||
ASSETS | |||||||||
Current assets | |||||||||
Cash and cash equivalents | 4 | $ | 38,277 | $ | 72,317 | ||||
Restricted cash | 4 | 1,000 | - | ||||||
Investments | 5 | 168 | 85 | ||||||
Accounts receivable | 6 | 34,012 | 25,560 | ||||||
Inventories | 7 | 13,131 | 13,431 | ||||||
Prepaid expenses | 1,911 | 2,037 | |||||||
Total current assets | 88,499 | 113,430 | |||||||
Non-current deposits | 610 | 659 | |||||||
Deferred income tax asset | 19 | 655 | 183 | ||||||
Mineral properties, plant and equipment | 9,10 | 88,816 | 66,238 | ||||||
Total assets | $ | 178,580 | $ | 180,510 | |||||
LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||||
Current liabilities | |||||||||
Accounts payable and accrued liabilities | $ | 19,068 | $ | 18,229 | |||||
Income taxes payable | 3,185 | 4,631 | |||||||
Credit facility | 11 | - | 9,000 | ||||||
Total current liabilities | 22,253 | 31,860 | |||||||
Deferred lease inducement | 236 | - | |||||||
Provision for reclamation and rehabilitation | 12 | 7,982 | 7,846 | ||||||
Deferred income tax liability | 19 | 1,592 | 7,545 | ||||||
Total liabilities | 32,063 | 47,251 | |||||||
Shareholders' equity | |||||||||
Common shares, unlimited shares authorized,
no par value, issued
and outstanding 127,488,410 shares (Dec 31, 2016 - 127,080,264 shares) |
Page 9 | 450,740 | 449,594 | ||||||
Contributed surplus | Page 9 | 8,747 | 6,689 | ||||||
Accumulated comprehensive income (loss) | Page 9 | 127 | 44 | ||||||
Retained earnings (deficit) | (313,097 | ) | (323,068 | ) | |||||
Total shareholders' equity | 146,517 | 133,259 | |||||||
Total liabilities and shareholders' equity | $ | 178,580 | $ | 180,510 |
Commitments and contingencies (Notes 4, 9, 12 and 19)
The accompanying notes are an integral part of these consolidated financial statements.
Endeavour Silver Corp. | Page - 7 - |
ENDEAVOUR SILVER CORP. |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME |
(expressed in thousands of US dollars, except for shares and per share amounts) |
Years Ended | |||||||||
December 31, | December 31, | ||||||||
Notes | 2017 | 2016 | |||||||
Revenue | $ | 150,499 | $ | 156,767 | |||||
Cost of sales: | |||||||||
Direct production costs | 103,330 | 101,896 | |||||||
Royalties | 1,740 | 1,948 | |||||||
Share-based compensation | 13 (c)(f) | 202 | 78 | ||||||
Depreciation and depletion | 16,582 | 13,952 | |||||||
Write-down of inventory to net realizable value | 7 | 166 | - | ||||||
122,020 | 117,874 | ||||||||
Mine operating earnings | 28,479 | 38,893 | |||||||
Expenses: | |||||||||
Exploration | 14 | 12,898 | 10,378 | ||||||
General and administrative | 15 | 7,914 | 9,284 | ||||||
20,812 | 19,662 | ||||||||
Operating earnings | 7,667 | 19,231 | |||||||
Finance costs | 16 | 715 | 1,172 | ||||||
Other income (expense): | |||||||||
Write off of IVA receivable | - | (434 | ) | ||||||
Foreign exchange | 433 | (5,069 | ) | ||||||
Investment and other | 502 | (237 | ) | ||||||
935 | (5,740 | ) | |||||||
Earnings (loss) before income taxes | 7,887 | 12,319 | |||||||
Income tax expense (recovery): | |||||||||
Current income tax expense | 19 | 4,650 | 7,755 | ||||||
Deferred income tax expense (recovery) | 19 | (6,447 | ) | 654 | |||||
(1,797 | ) | 8,409 | |||||||
Net earnings for the year | 9,684 | 3,910 | |||||||
Other comprehensive income (loss), net of tax: | |||||||||
Unrealized gain (loss) on available-for-sale financial assets | 5 | 155 | 80 | ||||||
Reclassification for realized (gain) loss on available-for-sale financial assets | (72 | ) | (269 | ) | |||||
Available-for-sale financial assets reclassified to net loss | 5 | - | - | ||||||
Total other comprehensive income (loss) for the year | 83 | (189 | ) | ||||||
Comprehensive income for the year | $ | 9,767 | $ | 3,721 | |||||
Basic earnings per share based on net earnings | $ | 0.08 | $ | 0.03 | |||||
Diluted earnings per share based on net earnings | 13 (g) | $ | 0.08 | $ | 0.03 | ||||
Basic weighted average number of shares outstanding | 127,340,834 | 117,505,811 | |||||||
Diluted weighted average number of shares outstanding | 13 (g) | 127,957,573 | 119,030,666 |
The accompanying notes are an integral part of these consolidated financial statements.
Endeavour Silver Corp. | Page - 8 - |
ENDEAVOUR SILVER CORP. |
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY |
(expressed in thousands of US dollars, except share amounts) |
Accumulated | Retained | Total | |||||||||||||||||||
Number of | Share | Contributed | Comprehensive | Earnings | Shareholders' | ||||||||||||||||
Note | shares | Capital | Surplus | Income (Loss) | (Deficit) | Equity | |||||||||||||||
Balance at December 31, 2015 | 102,776,470 | $ | 368,898 | $ | 9,465 | $ | (145 | ) | $ | (327,343 | ) | $ | 50,875 | ||||||||
Public equity offerings, net of issuance costs | 13 (b) | 17,463,472 | 52,958 | 52,958 | |||||||||||||||||
Exercise of options | 13 (c) | 3,495,000 | 15,965 | (5,417 | ) | 10,548 | |||||||||||||||
Issued on acquistion of mineral properties, net | 9 (e) | 3,345,322 | 11,773 | 11,773 | |||||||||||||||||
Share based compensation | 13 (c)(f) | 3,006 | 3,006 | ||||||||||||||||||
Unrealized gain (loss) on available for sale assets | 5 | (80 | ) | (80 | ) | ||||||||||||||||
Realized gain (loss) on available for sale assets | 5 | 269 | 269 | ||||||||||||||||||
Expiry and forfeiture of options | (365 | ) | 365 | - | |||||||||||||||||
Earnings (loss) for the year | 3,910 | 3,910 | |||||||||||||||||||
Balance at December 31, 2016 | 127,080,264 | $ | 449,594 | $ | 6,689 | $ | 44 | $ | (323,068 | ) | $ | 133,259 | |||||||||
Exercise of options | 13 (c) | 60,000 | 207 | (65 | ) | 142 | |||||||||||||||
Issued for performance share units | 13 (f) | 193,825 | 439 | (439 | ) | - | |||||||||||||||
Issued on acquistion of mineral properties, net | 9 (e) | 154,321 | 500 | 500 | |||||||||||||||||
Share based compensation | 13 (c)(f) | 2,849 | 2,849 | ||||||||||||||||||
Unrealized gain (loss) on available for sale assets | 5 | 155 | 155 | ||||||||||||||||||
Realized (gain) loss on available for sale assets | 5 | (72 | ) | (72 | ) | ||||||||||||||||
Expiry and forfeiture of options | (287 | ) | 287 | - | |||||||||||||||||
Earnings (loss) for the year | 9,684 | 9,684 | |||||||||||||||||||
Balance at December 31, 2017 | 127,488,410 | $ | 450,740 | $ | 8,747 | $ | 127 | $ | (313,097 | ) | $ | 146,517 |
The accompanying notes are an integral part of these consolidated financial statements.
Endeavour Silver Corp. | Page - 9 - |
ENDEAVOUR SILVER CORP. |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
(expressed in thousands of US dollars) |
Years Ended | |||||||||
December 31, | December 31, | ||||||||
Notes | 2017 | 2016 | |||||||
Operating activities | |||||||||
Net earnings (loss) for the year | $ | 9,684 | $ | 3,910 | |||||
Items not affecting cash: | |||||||||
Share-based compensation | 13 (c) (f) | 2,861 | 3,482 | ||||||
Depreciation and depletion | 9 | 16,990 | 14,261 | ||||||
Deferred income tax expense (recovery) | 19 | (6,425 | ) | (38 | ) | ||||
Unrealized foreign exchange loss (gain) | (403 | ) | 462 | ||||||
(Gain) loss on available for sale assets | (72 | ) | 269 | ||||||
Finance costs | 16 | 715 | 1,172 | ||||||
Write off of IVA receivable | - | 434 | |||||||
Write off of mineral properties | 9 | 233 | - | ||||||
Net changes in non-cash working capital | 17 | (7,993 | ) | (983 | ) | ||||
Cash from operating activities | 15,590 | 22,969 | |||||||
Investing activities | |||||||||
Property, plant and equipment expenditures | 9 | (39,835 | ) | (19,635 | ) | ||||
Proceeds from disposition of available for sale assets | 72 | 449 | |||||||
Redemption of non-current deposits | 49 | 120 | |||||||
Cash used in investing activities | (39,714 | ) | (19,066 | ) | |||||
Financing activities | |||||||||
Repayment of credit facility | 11 | (9,000 | ) | (13,000 | ) | ||||
Restricted cash | 4 | (1,000 | ) | - | |||||
Repayment of obligation under finance lease | - | (1,180 | ) | ||||||
Debt issuance costs | - | (474 | ) | ||||||
Interest paid | 11 | (461 | ) | (779 | ) | ||||
Public equity offerings | 13 (b) | - | 55,353 | ||||||
Exercise of options | 13 (c) | 142 | 10,548 | ||||||
Share issuance costs | - | (2,005 | ) | ||||||
Cash used in financing activities | (9,319 | ) | 48,463 | ||||||
Effect of exchange rate change on cash and cash equivalents | 403 | (462 | ) | ||||||
Increase (decrease) in cash and cash equivalents | (33,443 | ) | 52,366 | ||||||
Cash and cash equivalents, beginning of year | 72,317 | 20,413 | |||||||
Cash and cash equivalents, end of year | $ | 38,277 | $ | 72,317 |
Supplemental cash flow information (Note 17)
The accompanying notes are an integral part of these consolidated financial statements.
Endeavour Silver Corp. | Page - 10 - |
ENDEAVOUR SILVER CORP.
Notes to the Consolidated
Financial Statements
Years ended December 31, 2017 and 2016
(expressed in thousands of US dollars, unless otherwise stated)
1. |
CORPORATE INFORMATION |
|
|
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Endeavour Silver Corp. (the Company or Endeavour Silver) is a corporation governed by the Business Corporations Act (British Columbia). The Company is engaged in silver mining in Mexico and related activities including acquisition, exploration, development, extraction, processing, refining and reclamation. The Company is also engaged in exploration activities in Chile. The address of the registered office is #1130 609 Granville Street, Vancouver, B.C., V7Y 1G5. |
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2. |
BASIS OF PRESENTATION |
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These consolidated financial statements have been prepared in accordance with and using accounting policies in full compliance 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), effective for the Companys reporting period for the year ended December 31, 2017. |
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The Board of Directors approved the consolidated financial statements for issue on February 22, 2018. |
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The preparation of consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. |
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These consolidated financial statements are presented in the Companys functional currency of US dollars and include the accounts of the Company and its wholly owned subsidiaries: Endeavour Management Corp., Endeavour Zilver SARL, Endeavour Gold Corporation S.A. de C.V., EDR Silver de Mexico S.A. de C.V. SOFOM , Minera Santa Cruz Y Garibaldi S. A de C.V., Metalurgica Guanaceví S.A. de C.V., Minera Plata Adelante S.A. de C.V., Refinadora Plata Guanaceví S.A. de C. V., Minas Bolañitos S. A. de C.V., Guanaceví Mining Services S.A. de C.V., Recursos Humanos Guanaceví S.A. de C. V., Recursos Villalpando S.A. de C.V., Servicios Administrativos Varal S.A. de C.V., Minera Plata Carina SPA, MXRT Holding Ltd., Compania Minera del Cubo S.A. de C.V., Minas Lupycal S.A. de C.V., Metales Interamericanos S.A. de C. V., Oro Silver Resources Ltd., Minera Oro Silver de Mexico S.A. de C.V., MXRT Holdings Ltd., Terrornera Mining Company and Terronera Precious Metals S.A. de C.V. All intercompany transactions and balances have been eliminated upon consolidation of these subsidiaries. |
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3. |
SIGNIFICANT ACCOUNTING POLICIES |
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The accounting policies below have been applied consistently to all years presented and by all subsidiaries in the group. |
(a) | Currency Translation |
The functional and reporting currency of the Company and its subsidiaries is the US dollar. Transactions in currencies other than an entitys functional currency are recorded at the rates of exchange prevailing on the transaction dates. Monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at each reporting date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date the fair value was determined. Non-monetary items that are measured in terms of historical costs in a foreign currency are not retranslated. Foreign currency translation differences are recognized in profit or loss, except for differences on the retranslation of non-monetary available-for-sale financial instruments which are recognized in other comprehensive income (loss).
(b) | Use of estimates and judgements |
The preparation of consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies, the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
These estimates and judgements are based on managements knowledge of the relevant facts and circumstances at the time, having regard to prior experience, and are continually evaluated. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Actual results could differ materially from those estimates.
Significant areas requiring the use of management judgment relate to the determination of mineralized reserves, plant and equipment useful lives, estimating the fair values of financial instruments and derivatives, impairment of non-current assets, reclamation and rehabilitation provisions, recognition of deferred tax assets, valuations in business combinations and assumptions used in determining the fair value of share-based compensation.
Endeavour Silver Corp. | Page - 11 - |
ENDEAVOUR SILVER CORP.
Notes to the Consolidated
Financial Statements
Years ended December 31, 2017 and 2016
(expressed in thousands of US dollars, unless otherwise stated)
Significant areas requiring the use of management estimates relate to the valuation of accounts receivable, inventory, mineral property, plant and equipment, impairment of non-current assets, provision for reclamation and rehabilitation, share capital and income taxes.
Critical judgments and estimates in applying policies that have the most significant effect on the amounts recognized in the consolidated financial statements include the following:
Determination of ore reserves and resources
Judgements about the amount of product that can be economically and legally extracted from the Companys properties are made by management using a range of geological, technical and economic factors, history of conversion of mineral deposits to proven and probable reserves as well as data regarding quantities, grades, production techniques, recovery rates,production costs, commodity prices and exchange rates. This process may require complex and difficult geological judgements to interpret the data. The Company uses qualified persons (as defined by the Canadian Securities Administrators National Instrument 43-101) to compile this data.
Changes in the judgements surrounding proven and probable reserves may impact the carrying value of mineral properties, plant and equipment (Note 9), reclamation and rehabilitation provisions (Note 12), recognition of deferred income tax amounts (Note 19), and depreciation and depletion (Note 9).
Reserves are estimates of the amount of product that can be economically and legally extracted from the Companys properties. Estimating the quantity and /or grade of reserves requires the size, shape and depth of ore bodies or fields to be determined by analyzing geological data such as drilling samples. Following this, the quantity of ore that can be extracted in an economical manner is calculated using data regarding the life of mine plans and forecast sales prices (based on current and long-term historical average price trends). Changes in estimates can be the result of actual future production differing from current forecasts of future production, expansion of mineral reserves through exploration activities, differences between estimated and actual costs of mining and differences in the commodity price used in the estimation of mineral reserves.
Assessment of impairment factors (accounting policy Note 3i)
Management applies significant judgement in assessing each cash-generating unit and assets for the existence of indicators of impairment at the reporting date. Internal and external factors are considered in assessing whether indicators of impairment are present that would necessitate impairment testing. Significant assumptions regarding commodity prices, operating costs, capital expenditures and discount rates are used in determining whether there are any indicators of impairment. These assumptions are reviewed regularly by senior management and compared, when applicable, to relevant market consensus views.
Achievement of commercial production (accounting policy Note 3h)
Once a mine reaches the operating levels intended by management, deprecation of capitalized costs begins. Significant judgement is required to determine when certain of the Companys assets reach this level. Management considers several factors including: completion of a reasonable period of commissioning; consistent operating results achieved at a predetermined level of design capacity and indications exist that his level will continue; mineral recoveries at or near expected levels; and the transfer of operations from development personnel to operational personnel has been completed.
Estimation of the amount and timing of reclamation and rehabilitation costs (accounting policy Note 3k)
Accounting for restoration requires management to make estimates of the future costs the Company will occur to complete the reclamation and rehabilitation work required to comply with existing laws, regulations and agreements in place at each mining operation and any environmental and social principles the Company is in compliance with. The calculation of the present value of these costs also includes assumptions regarding the timing of reclamation and rehabilitation work, applicable risk-free interest rate for discounting those future cash flows, inflation and foreign exchange rates and assumptions relating to probabilities of alternative estimates of future cash flows. Actual costs incurred may differ from those amounts estimated. Also, future changes to environmental laws and regulations could increase the extent of reclamation and rehabilitation n work required to be performed by the Company. Increase in future costs could materially impact the amounts charged to operations for reclamation and rehabilitation.
Taxes (Note 19)
Judgement is required in determining the recognition and measurement of deferred income tax assets and liabilities on the balance sheet. In the normal course of business, the Company is subject to assessment by taxation authorities in various jurisdictions. These authorities may have different interpretations of tax legislation or tax agreements than those applied by the Company in computing current and deferred income taxes. These different interpretations may alter the timing or amounts of taxable income or deductions.
Endeavour Silver Corp. | Page - 12 - |
ENDEAVOUR SILVER CORP.
Notes to the Consolidated
Financial Statements
Years ended December 31, 2017 and 2016
(expressed in thousands of US dollars, unless otherwise stated)
Final taxes payable and receivable are dependent on many factors, including outcomes of tax litigation and resolution of disputes. The resolution of these uncertainties may result in adjustments to the Companys tax assets and liabilities.
Management assesses the likelihood and timing of taxable earnings in future periods in recognizing deferred income tax assets. Estimates of future taxable income is based on forecasted cash flows using life of mine projections and the application of existing tax laws in each jurisdiction.
To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred income tax assets recorded at the balance sheet date could be impacted. In addition, future changes to tax laws could limit the ability of the Company to obtain tax deductions in future periods from deferred income tax assets. Deferred income tax assets are disclosed in Note 19.
Inventory
In valuing inventories at the lower of cost and net realizable value, the Company makes estimates in determining the net realizable price and in quantifying the contained metal in finished goods and work in progress.
Acquisition of Oro Silver Resources Ltd.
Critical judgments include the determination of asset purchase versus business combination in respect of the Companys acquisition of Oro Silver Resources Ltd. and the valuation of assets acquired and liabilities assumed (Note 9(e)). In making its determination, the Company considered established mineral resources associated with the El Compas property and other contracts assumed in the transaction.
(c) | Financial instruments |
Financial assets and financial liabilities, including derivatives and contingent liabilities, are measured at fair value on initial recognition and recorded on the statement of financial position. Measurement in subsequent periods depends on whether the financial instrument has been classified as a financial asset at fair value through profit or loss, held for trading, available-for-sale, held-to-maturity or loans and receivables or as a financial liability at fair value through profit or loss or at amortized cost.
Financial assets and liabilities at fair value through profit or loss are measured at fair value with changes in fair value recognized in net earnings. Financial assets and financial liabilities classified as held-to-maturity, loans and receivables, or other financial liabilities are measured at amortized cost using the effective interest method. Available-for-sale financial assets are measured at fair value with unrealized gains and losses recognized in other comprehensive income. Derivative instruments, including embedded derivatives, are recorded on the statement of financial position at fair value. Changes in the fair value of derivative instruments are recognized in net earnings.
Realized gains and losses on short-term metal derivative transactions are presented as investment and other income.
(d) | Fair value of financial instruments |
The carrying values of the Companys cash and cash equivalents, receivables, accounts payable, accrued liabilities, finance leases and income taxes payable approximate their fair values due to their short terms to maturity. The carrying value of the revolving credit facility approximates its fair value due to the existence of floating market-based interest rates. Investments, consisting of money market investments, marketable securities and notes are recorded at fair value with unrealized gains and losses at the reporting date recognized in comprehensive income unless unrealized losses are indicative of impairments in value, in which case they are recognized in net earnings.
(e) | Cash and cash equivalents |
Cash and cash equivalents consist of deposits in banks and highly liquid investments with an original maturity at the date of the purchase of no more than ninety days, or that are readily convertible into cash. Cash and cash equivalents are classified as loans and receivables.
(f) | Marketable securities |
Marketable securities include investments in shares of companies and other investments capable of reasonably prompt liquidation. Share investments are classified as available-for-sale and carried at fair value. Unrealized gains and losses are recognized in other comprehensive income until the securities are disposed of or when there is evidence of impairment in value. Impairment is evident when there has been a significant or sustained decline in the fair value of the marketable securities. When a decline in the fair value of an available-for-sale financial asset has been recognized in other comprehensive income and there is objective evidence that the asset is impaired, the cumulative loss that had been recognized in other comprehensive income shall be reclassified from equity to the income statement as a reclassification adjustment.
Endeavour Silver Corp. | Page - 13 - |
ENDEAVOUR SILVER CORP.
Notes to the Consolidated
Financial Statements
Years ended December 31, 2017 and 2016
(expressed in thousands of US dollars, unless otherwise stated)
(g) | Inventories |
Production inventories are valued at the lower of production cost and net realizable value. Work-in-process inventories, including ore stockpiles, are valued at the lower of production cost and net realizable value, after an allowance for further processing costs. Finished goods inventory, characterized as dore bars or concentrate, is valued at the lower of production cost and net realizable value. Materials and supplies are valued at the lower of cost and replacement cost. Similar inventories within the consolidated group are measured using the same method, and the reversal of previous write-downs to net realizable value is required when there is a subsequent increase in the value of inventories.
(h) | Mineral properties, plant and equipment |
Mineral properties, plant and equipment are stated at cost less accumulated depreciation, depletion and accumulated impairment losses. The cost of mineral properties, plant or equipment items consists of the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located. Mineral properties include direct costs of acquiring properties (including option payments) and costs incurred directly in the development of properties once the technical feasibility and commercial viability has been established.
Development costs relating to specific properties are capitalized once management determines a property will be developed. A development decision is made based upon consideration of project economics, including future metal prices, reserves and resources, and estimated operating and capital costs. Capitalization of costs incurred and proceeds received during the development phase ceases when the property is capable of operating at levels intended by management.
Exploration and evaluation costs are those costs required to find a mineral property and determine commercial feasibility. These costs include costs to establish an initial mineral resource and determine whether inferred mineral resources can be upgraded to measured and indicated mineral resources and whether measured and indicated mineral resources can be converted to proven and probable reserves. The Company recognizes acquisition costs for exploration and evaluation properties as assets when acquired as part of a business combination or asset purchase. All other exploration and evaluation costs are expensed as incurred until the technical feasibility or commercial viability of the property has been established and a development decision has been made.
Capitalized exploration and evaluation costs for a project are classified as such until the project demonstrates technical feasibility and commercial viability. Upon demonstrating technical feasibility and commercial viability, and subject to an impairment analysis, capitalized exploration and evaluation costs are transferred to mineral property costs within mineral properties, plant and equipment. Technical feasibility and commercial viability generally coincide with the establishment of proven and probable reserves; however, this determination may be impacted by managements assessment of certain modifying factors.
Where an item of plant and equipment comprises major components with different useful lives, the components are accounted for as separate items of plant and equipment and amortized separately over their useful lives.
Plant and equipment is recorded at cost and amortized using the straight-line method at rates varying from 5% to 30% annually. The accumulated costs of mineral properties that are developed to the stage of commercial production are amortized using the units of production method, based on proven and probable reserves (as defined by National Instrument 43-101).
The Company conducts an annual assessment of the residual balances, useful lives and depreciation methods being used for mineral properties, plant and equipment and any changes arising from the assessment are applied by the Company prospectively.
(i) | Impairment of Non-Current Assets |
The Companys tangible assets are reviewed for indications of impairment at each financial statement date. If an indicator of impairment exists, the assets recoverable amount is estimated. An impairment loss is recognized when the carrying amount of an asset, or its cash-generating unit, exceeds its recoverable amount. A cash-generating unit is the smallest identifiable group of assets that generates cash flows that are largely independent of the cash flows from other assets or groups of assets. Impairment losses are recognized in profit and loss for the period.
The recoverable amount is the greater of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
Endeavour Silver Corp. | Page - 14 - |
ENDEAVOUR SILVER CORP.
Notes to the Consolidated
Financial Statements
Years ended December 31, 2017 and 2016
(expressed in thousands of US dollars, unless otherwise stated)
An impairment loss is reversed if there is an indication that there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the assets carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
Management periodically reviews the carrying values of its exploration and evaluation assets with internal and external mining related professionals. A decision to abandon, reduce or expand a specific project is based upon many factors including general and specific assessments of reserves, forecast future metal prices, forecast future costs of exploring, developing and operating a producing mine, expiration term and ongoing expense of maintaining leased mineral properties and the general likelihood that the Company will continue exploration. The Company does not set a pre-determined holding period for properties with unproven reserves. However, properties which have not demonstrated suitable mineral concentrations at the conclusion of each phase of an exploration program are re-evaluated to determine if future exploration is warranted and their carrying values are recoverable.
If any area of interest is abandoned or it is determined that its carrying value cannot be supported by future production or sale, the related costs are recognized in the statement of comprehensive income in the period of abandonment or determination that the carrying value exceeds its fair value. The amounts recorded as mineral properties represent costs incurred to date and do not necessarily reflect present or future values.
(j) | Deferred Lease Inducement |
Lease inducements received in the form of reimbursed leasehold improvement costs are amortized over the term of the lease as a reduction of rent expense.
(k) | Provision for Reclamation and Rehabilitation |
The Company recognizes provisions for statutory, contractual, constructive or legal obligations associated with the decommissioning and reclamation of mineral properties, plant and equipment, when those obligations result from the acquisition, construction, development or normal operation of the assets. A liability is recognized at the time environmental disturbance occurs and the resulting costs are capitalized to the corresponding asset. The provision for reclamation and rehabilitation obligations is estimated using expected cash flows based on engineering and environmental reports prepared by third-party industry specialists and is discounted at a pre-tax rate specific to the liability. The capitalized amount is amortized on the same basis as the related asset.
In subsequent periods, the liability is adjusted for any changes in the amount or timing of the estimated future cash costs, changes in the discount or inflation rates and for the accretion of discounted underlying future cash flows. The unwinding of the effect of discounting the provision is recorded as a finance cost in profit or loss for the period.
(l) | Revenue recognition |
The Company recognizes revenue from the sale of bullion and concentrates upon delivery when it is probable that the economic benefits associated with the transaction will flow to the Company, the risks and rewards of ownership are transferred to the customer, and the revenue can be reliably measured. Revenue from the sale of concentrates is based on prevailing market prices and estimated mineral content which is subject to adjustment upon final settlement based on metal prices, weights and assays. For each reporting period until final settlement, estimates of metal prices are used to record sales. Variations between the sales price recorded at the initial recognition date and the actual final sales price at the settlement date, caused by changes in market metal prices, results in an embedded derivative in the related trade accounts receivable balance. The embedded derivative is recorded at fair value each period until final settlement occurs, with changes in fair value classified as a component of revenue. Revenue is recorded in the consolidated statement of comprehensive income, gross of treatment and refining costs paid to counterparties under the terms of the sales agreements.
(m) | Share-based payments |
The Company has a share option plan and performance share unit plan which are described in Note 13(c) and Note 13(f) respectively. The Company records all share-based compensation for options using the fair value method with graded vesting. Under the fair value method, share-based payments are measured at the fair value of the consideration received or the fair value of the equity instruments issued or liabilities incurred, whichever is more reliably measurable, and are charged over the vesting period. The amount recognized as an expense is adjusted to reflect the actual number of share options for which the related service and vesting conditions are met. The offset is credited to contributed surplus. Consideration received on the exercise of stock options is recorded as share capital and the related contributed surplus is transferred to share capital. For those options that expire or are forfeited after vesting, the amount previously recorded in contributed surplus is transferred to deficit.
Endeavour Silver Corp. | Page - 15 - |
ENDEAVOUR SILVER CORP.
Notes to the Consolidated
Financial Statements
Years ended December 31, 2017 and 2016
(expressed in thousands of US dollars, unless otherwise stated)
Share-based compensation expense relating to cash-settled awards, including deferred share units and share appreciation rights, which are described in Note 13(d) and Note 13(e), is recognized over the vesting period of the units based on the fair market value of the units. As these awards will be settled in cash, the expense and liability are adjusted each reporting period for changes in the fair value.
(n) | Income taxes |
The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and tax losses carried forward. Deferred tax assets and liabilities are measured using substantively enacted or enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of comprehensive income in the period that includes the substantive enactment date. Deferred tax assets are recognized to the extent their recovery is considered probable based on their term to expiry and estimates of future taxable income.
(o) | Earnings per share |
Basic earnings per share is computed by dividing the net earnings (loss) available to common shareholders by the weighted average number of shares outstanding during the period. For all periods presented, net earnings available to common shareholders equals the reported net earnings. The Company uses the treasury stock method for calculating diluted earnings per share. Under the treasury stock method, the weighted average number of common shares outstanding used for the calculation of diluted earnings per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the year.
(p) | Business combinations |
On a business combination, the acquisition method of accounting is used, whereby the purchase consideration is allocated to the identifiable assets, liabilities and contingent liabilities (identifiable net assets) on the basis of fair value at the date of acquisition. When the cost of acquisition exceeds the fair values attributable to the Companys share of identifiable net assets, the difference is treated as purchased goodwill. If the fair value attributable to the Companys share of the identifiable net assets exceeds the cost of acquisition, the difference is immediately recognized in the statement of comprehensive income profit or loss statement. Incremental costs related to acquisitions are expensed as incurred.
Determination of the fair value of assets acquired and liabilities assumed and resulting goodwill, if any, requires that management make estimates based on the information provided by the acquiree. Changes to the provisional values of assets acquired and liabilities assumed, deferred income taxes and resulting goodwill, if any, will be adjusted when the final measurements are determined (within one year of the acquisition date).
When purchase consideration is contingent on future events, the initial cost of the acquisition recorded includes an estimate of the fair value of the contingent amounts expected to be payable in the future. When the fair value of contingent consideration as at the date of acquisition is finalized and before the end of the twelve month measurement period, the adjustment is allocated to the identifiable assets acquired and liabilities assumed. Changes to the estimated fair value of contingent consideration subsequent to the acquisition date are recorded in the consolidated statement of comprehensive income.
(q) | Accounting standards adopted during the year |
Amendments to IAS 7, Statement of Cash Flows (IAS 7)
On January 7, 2016, the IASB issued amendments to IAS 7. The amendments apply prospectively for annual periods beginning on or after January 1, 2017 with early adoption permitted. The amendments require disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flow and non-cash changes. The Company adopted these amendments in its financial statements for the annual period beginning on January 1, 2017 with no material impact on the financial statements.
Amendments to IAS 12, Income Taxes (IAS 12)
On January 19, 2016, the IASB issued amendments to IAS 12. The amendments apply retrospectively for annual periods beginning on or after January 1, 2017 with early adoption permitted. The amendments clarify that the existence of a deductible temporary difference depends solely on a comparison of the carrying amount of an asset and its tax basis at the end of the reporting period, and is not affected by possible future changes in the carrying amount or expected manner of recovery of the asset. The amendments also clarify the methodology to determine future income tax profits used for assessing the utilization of deductible temporary differences. The Company adopted these amendments in its financial statements for the annual period beginning on January 1, 2017 with no material impact on the financial statements.
Endeavour Silver Corp. | Page - 16 - |
ENDEAVOUR SILVER CORP.
Notes to the Consolidated
Financial Statements
Years ended December 31, 2017 and 2016
(expressed in thousands of US dollars, unless otherwise stated)
(r) | Changes in IFRS not yet adopted |
Amendments to IFRS 2, Share-based Payment (IFRS 2)
On June 20, 2016, the IASB issued amendments to IFRS 2 clarifying how to account for certain types of share-based payment transactions. The amendments provide requirements on the accounting for: the effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments; share-based transactions with a net settlement feature for withholding tax obligations; and a modification to the terms and conditions of a share-based payment that changes the classification of a transaction from cash-settled to equity settled.
The amendments apply for annual periods beginning on or after January 1, 2018. As a practical simplification, the amendments can be applied prospectively. Retrospective, or early, application is permitted if information is available without the use of hindsight. The Company intends to adopt the amendments to IAS 2 in its financial statements for the annual period beginning on January 1, 2018 on a prospective basis. The Company has completed qualitative and quantitative assessments and has determined the adoption will not have a material impact on the consolidated financial statements.
IFRS 9 Financial Instruments (IFRS 9)
In November 2009, the IASB issued IFRS 9 as the first step in its project to replace IAS 39, Financial Instruments: Recognition and Measurement . On July 24, 2014 the IASB issued the complete IFRS 9. IFRS 9 retains but simplifies the mixed measurement model and establishes two primary measurement categories for financial assets: amortized cost and fair value. The basis of classification depends on an entitys business model and the contractual cash flows of the financial asset.
Classification is made at the time the financial asset is initially recognized, namely when the entity becomes a party to the contractual provisions of the instrument.
IFRS 9 amends some of the requirements of IFRS 7, Financial Instruments: Disclosures , including added disclosures about investments in equity instruments measured at fair value in other comprehensive income, and guidance on the measurement of financial liabilities and de-recognition of financial instruments. The mandatory effective date of IFRS 9 is for annual periods beginning on or after January 1, 2018 with early adoption permitted, and must be applied retrospectively with some exemptions permitted.
The Company intends to adopt IFRS 9 effective January 1, 2018. The Company has completed qualitative and quantitative assessments and has determined the adoption will not have a material impact on the consolidated financial statements.
IFRS 15, Revenue from Contracts with Customers (IFRS 15)
On May 28, 2014, the IASB issued IFRS 15. The new standard is effective for annual periods beginning on or after January 1, 2018 with early adoption permitted. IFRS 15 will replace IAS 11 Construction Contracts , IAS 18 Revenue , IFRIC 13 Customer Loyalty Programmes , IFRIC 15 Agreements for the Construction of Real Estate , IFRIC 18 Transfer of Assets from Customers and SIC 31 Revenue Barter Transactions Involving Advertising Services .
The standard contains a single model that applies to contracts with customers and two approaches to recognizing revenue: at a point in time or over time. The model features a contract-based five-step analysis of transactions to determine whether, how much and when revenue is recognized. New estimates and judgmental thresholds have also been introduced, which may affect the amount and/or timing of revenue recognized.
On April 12, 2016 the IASB issued Clarifications to IFRS 15, Revenue from Contracts with Customers , which is effective at the same time as IFRS 15. The clarifications to IFRS 15 provide additional guidance with respect to the five-step analysis, transition, and the application of the standard to licenses of intellectual property.
The Company intends to adopt IFRS 15 and the clarifications in its consolidated financial statements for the annual period beginning on January 1, 2018. The Company has completed qualitative and quantitative assessments and has determined the adoption will not have a material impact on the consolidated financial statements.
IFRS 16, Leases (IFRS 16)
On January 13, 2016, the IASB published a new standard, IFRS 16, Leases, eliminating the current dual accounting model for lessees, which distinguishes between on-balance sheet finance leases and off-balance sheet operating leases. Under the new standard, a lease becomes an on-balance sheet liability that attracts interest, together with a new right-of-use asset. In addition, lessees will recognize a front-loaded pattern of expense for most leases, even when cash rentals are constant. IFRS 16 is effective for annual periods beginning on or after January 1, 2019, with earlier adoption permitted. The Company has begun a preliminary assessment however, the Company is not able at this time to estimate reasonably the impact that the amendments will have on the financial statements.
Endeavour Silver Corp. | Page - 17 - |
ENDEAVOUR SILVER CORP.
Notes to the Consolidated
Financial Statements
Years ended December 31, 2017 and 2016
(expressed in thousands of US dollars, unless otherwise stated)
4. | CASH, CASH EQUIVALENTS AND RESRICTED CASH |
Cash and cash equivalents of the Company are comprised of bank balances and highly liquid investments that are readily convertible to cash with an original maturity of 90 days or less at the date of purchase. |
December 31 | December 31 | ||||||
2017 | 2016 | ||||||
Bank balances | $ | 38,782 | $ | 70,893 | |||
Short-term deposits | 495 | 1,424 | |||||
$ | 39,277 | $ | 72,317 |
The Company has issued a letter of credit which is guaranteed by cash deposits, classified as restricted cash on the balance sheet at December 31, 2017 of $1.0 million. Under the terms of the Las Torres processing facility lease, which was acquired with the El Cubo mine, the Company was required to provide financial guarantees to the owner of the Las Torres Facility as security against any environmental damages, which is valid until August 14, 2018.
5. | INVESTMENTS |
December 31 | December 31 | ||||||
2017 | 2016 | ||||||
Investment in marketable securities, at cost | $ | 41 | $ | 41 | |||
Unrealized gain (loss) on marketable securities | 127 | 44 | |||||
Unrealized foreign exchange gain (loss) | - | - | |||||
$ | 168 | $ | 85 |
Marketable securities are classified as Level 1 in the fair value hierarchy (Note 20) and as available-for-sale financial assets. The fair values of available-for-sale investments are determined based on a market approach reflecting the closing price of each particular security at the reporting date. The closing price is a quoted market price obtained from the exchange that is the principal active market for the particular security, being the market with the greatest volume and level of activity for the assets. Changes in fair value on available-for sale marketable securities are recognized in other comprehensive income or loss, unless there is objective evidence of impairment.
6. | ACCOUNTS RECEIVABLE |
December 31 | December 31 | |||||||||
Note | 2017 | 2016 | ||||||||
Trade receivables (1) | $ | 8,114 | $ | 6,703 | ||||||
IVA receivables (2) | 19,989 | 14,556 | ||||||||
Income taxes recoverable | 5,549 | 4,197 | ||||||||
Due from related parties | 8 | 2 | 4 | |||||||
Other receivables | 358 | 100 | ||||||||
$ | 34,012 | $ | 25,560 |
(1) |
The trade receivables consist of receivables from provisional silver and gold sales from the Bolañitos and El Cubo mines. The fair value of receivables arising from concentrate sales contracts that contain provisional pricing mechanisms is determined using the appropriate quoted closing price on the measurement date from the exchange that is the principal active market for the particular metal. As such, these receivables, which meet the definition of an embedded derivative, are classified within Level 2 of the fair value hierarchy (Note 20). |
Endeavour Silver Corp. | Page - 18 - |
ENDEAVOUR SILVER CORP.
Notes to the Consolidated
Financial Statements
Years ended December 31, 2017 and 2016
(expressed in thousands of US dollars, unless otherwise stated)
(2) |
The Companys Mexican subsidiaries pay value added tax, Impuesto al Valor Agregado (IVA), on the purchase and sale of goods and services. The net amount paid is recoverable but is subject to review and assessment by the tax authorities. The Company regularly files the required IVA returns and all supporting documentation with the tax authorities, however, the Company has been advised that certain IVA amounts receivable from the tax authorities are being withheld pending completion of the authorities audit of certain of the Companys third-party suppliers. Under Mexican law the Company has legal rights to those IVA refunds and the results of the third party audits should have no impact on refunds. A smaller portion of IVA refund requests are from time to time improperly denied based on the alleged lack of compliance of certain formal requirements and information returns by the Companys third-party suppliers. The Company takes necessary legal action on the delayed refunds as well as any improperly denied refunds. |
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|
||
These improper delays and denials have occurred within Compania Minera del Cubo (El Cubo) and Refinadora Plata Adelante S.A. de C.V. (Guanaceví , ). At December 31, 2017, El Cubo holds $10,392 and Guanaceví holds $8,812 in IVA receivables which the Company and its advisors deem to be recoverable from tax authorities (December 31, 2016 $10,100 and $3,535 respectively). The Company is in regular contact with the tax authorities in respect of its IVA filings and believes the full amount of its IVA receivables will ultimately be received; however, the timing of recovery of these amounts and the nature and extent of any adjustments to the Companys IVA receivables remains uncertain. |
7. | INVENTORIES |
December 31 | December 31 | ||||||
2017 | 2016 | ||||||
Warehouse inventory | $ | 7,809 | $ | 7,873 | |||
Stockpile inventory | - | - | |||||
Work in process inventory | 496 | 656 | |||||
Finished goods inventory (1) | 4,826 | 4,902 | |||||
$ | 13,131 | $ | 13,431 |
(1) |
The Company held 241,321 silver ounces and 1,226 gold ounces as of December 31, 2017 (December 31, 2016 330,587 and 833, respectively). These ounces are carried at the lower of cost and net realizable value. As at December 31, 2017, the quoted market value of the silver ounces was $4,070 (December 31, 2016 - $5,369) and the quoted market value of the gold ounces was $1,590 (December 31, 2016 - $1,023). |
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(2) |
The finished goods inventory balance at September 30, 2017 included a write down to realizable value of $166 for finished goods inventory held by the Guanacevi mine. Of this amount, $117 was comprised of cash costs and $49 relates to depreciation and depletion. |
8. |
RELATED PARTY TRANSACTIONS |
|
|
The Company shares common administrative services and office space with companies related by virtue of a common director and from time to time will incur third party costs on behalf of the related parties on a full cost recovery basis. The charges for these costs totaled $24 for the year ended December 31, 2017 (December 31, 2016 - $43). The Company has a $2 net receivable related to these costs as of December 31, 2017 (December 31, 2016 $4). |
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|
|
On May 27, 2016, the Company acquired Oro Silver Resources from Canarc Resource Corp. (Canarc), which is a company related by virtue of a common director. Note 9(e). |
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|
The Company was charged $60 for legal services for the year ended December 31, 2017 by a legal firm in which the Companys corporate secretary is a partner (December 31, 2016 - $264). The Company has $Nil payable to the legal firm as at December 31, 2017 (December 31, 2016 - $Nil). |
Endeavour Silver Corp. | Page - 19 - |
ENDEAVOUR SILVER CORP.
Notes to the Consolidated
Financial Statements
Years ended December 31, 2017 and 2016
(expressed in thousands of US dollars, unless otherwise stated)
Key management personnel
The key management of the Company comprises executive and non-executive directors, members of executive management and the Companys corporate secretary. Compensation of key management personnel was as follows:
Dec 31, 2017 | Dec 31, 2016 | ||||||
Salaries and short-term employee benefits | $ | 2,793 | $ | 1,987 | |||
Non-executive directors' fees | 204 | 149 | |||||
Non-executive directors' deferred share units | (484 | ) | 1,214 | ||||
Share-based payments | 2,588 | 3,088 | |||||
$ | 5,101 | $ | 6,438 |
The non-executive directors deferred share units are cash settled. The recognized expense (recovery) includes the change in fair value during the reporting period and the fair value of new issuances of deferred share units during the period. During the year ended December 31, 2017, the Company granted 37,832 (December 31, 2016 96,942) cash settled deferred share units with a market value of $115 (December 31, 2016 - $311) at the date of grant. At December 31, 2017, there were 548,392 cash settled deferred share units outstanding with a market value of $1,320 (December 31, 2016 510,560 outstanding with a market value of $1,804).
The amount disclosed for share-based payments is the expense for the year calculated in accordance with IFRS 2, Share-based payments for share options and performance share units (Notes 13(c) and (f)). The fair value of these share-based payments are recognized as an expense over the vesting period of the award. Therefore, the compensation expense in the current year comprises a portion of current year awards and those of preceding years that vested within the current year.
9. | MINERAL PROPERTIES, PLANT AND EQUIPMENT |
(a) Mineral properties, plant and equipment comprise:
Machinery & | ||||||||||||||||||
equipment and | ||||||||||||||||||
Mineral | assets under | Transport & | ||||||||||||||||
properties | Plant | finance lease | Building | office equipment | Total | |||||||||||||
Cost | ||||||||||||||||||
Balance at December 31, 2015 | $ | 429,629 | $ | 93,775 | $ | 60,257 | $ | 10,479 | $ | 8,525 | $ | 602,665 | ||||||
Additions | 27,772 | 1,096 | 1,567 | 192 | 1,133 | 31,760 | ||||||||||||
Disposals | - | - | (12 | ) | - | (63 | ) | (75 | ) | |||||||||
Balance at December 31, 2016 | 457,401 | 94,871 | 61,812 | 10,671 | 9,595 | 634,350 | ||||||||||||
Additions | 28,682 | 3,177 | 5,386 | 1,191 | 2,038 | 40,474 | ||||||||||||
Disposals | (233 | ) | (27 | ) | (4,354 | ) | - | (1,100 | ) | (5,714 | ) | |||||||
Balance at December 31, 2017 | $ | 485,850 | $ | 98,021 | $ | 62,844 | $ | 11,862 | $ | 10,533 | $ | 669,110 | ||||||
Accumulated amortization and impairment | ||||||||||||||||||
Balance at December 31, 2015 | $ | 411,334 | $ | 83,877 | $ | 43,206 | $ | 8,949 | $ | 7,374 | $ | 554,740 | ||||||
Amortization | 7,986 | 1,686 | 3,002 | 265 | 508 | 13,447 | ||||||||||||
Disposals | - | - | (12 | ) | - | (63 | ) | (75 | ) | |||||||||
Balance at December 31, 2016 | 419,320 | 85,563 | 46,196 | 9,214 | 7,819 | 568,112 | ||||||||||||
Amortization | 12,161 | 1,672 | 2,682 | 188 | 947 | 17,650 | ||||||||||||
Disposals | - | (26 | ) | (4,353 | ) | - | (1,089 | ) | (5,468 | ) | ||||||||
Balance at December 31, 2017 | $ | 431,481 | $ | 87,209 | $ | 44,525 | $ | 9,402 | $ | 7,677 | $ | 580,294 | ||||||
Net book value | ||||||||||||||||||
At December 31, 2016 | $ | 38,081 | $ | 9,308 | $ | 15,616 | $ | 1,457 | $ | 1,776 | $ | 66,238 | ||||||
At December 31, 2017 | $ | 54,369 | $ | 10,812 | $ | 18,319 | $ | 2,460 | $ | 2,856 | $ | 88,816 |
Included in Mineral properties is $11,334 in acquisition costs for exploration and evaluation properties (December 31, 2016 17,200).
As of December 31, 2017, the Company has $187 committed to capital equipment purchases.
Endeavour Silver Corp. | Page - 20 - |
ENDEAVOUR SILVER CORP.
Notes to the Consolidated
Financial Statements
Years ended December 31, 2017 and 2016
(expressed in thousands of US dollars, unless otherwise stated)
(b) Guanaceví, Mexico
In June 2005, the Company acquired nine silver mining properties in the Guanaceví district, Durango, Mexico, from Industrias Peñoles S.A. de C.V. (Peñoles). Peñoles retained a 3% net proceeds royalty on future production after deduction of all shipping and smelting costs, including taxes and penalties, if any. In 2017, the Company expensed $1,022 in royalties on these properties (2016 - $1,191).
These properties and subsequently acquired property concessions acquired by the Company in the Guanaceví district are maintained with nominal property tax payments to the Mexican government.
(c) Bolañitos, Mexico
In 2007, the Company acquired the exploitation contracts and underlying assets to the Bolañitos silver-gold mines located in the northern parts of the Guanajuato and La Luz silver districts in the state of Guanajuato, Mexico.
These properties and subsequently acquired property concessions acquired by the Company in the Guanajuato district are maintained with nominal property tax payments to the Mexican government.
(d) El Cubo, Mexico
On July 13, 2012, the Company acquired the exploitation contracts and underlying assets relating to the El Cubo silver-gold mine located in the northern parts of the Guanajuato and La Luz silver districts in the state of Guanajuato, Mexico.
Under the terms of the acquired Las Torres lease, the Company was required to provide financial guarantees to the owner of the Las Torres Facility as security against any environmental damages. As at December 31, 2017, there was a $1,000 letter of credit provided by the Company as security to the owner of the Las Torres facility that expires on August 14, 2018 (Note 4).
The Company holds various property concessions in the Guanajuato District that it maintains with nominal property tax payments to the Mexican government.
(e) El Compas, Mexico
Acquisition of Oro Silver Resources Ltd
On May 27, 2016, the Company issued 2,147,239 common shares to Canarc, a related party company, and assumed Canarcs obligation to pay an aggregate of 165 troy ounces of gold to Marlin Gold Mining Ltd to acquire a 100% interest in Canarcs wholly owned subsidiary, Oro Silver Resources Ltd., which owns the El Compas project through its wholly owned Mexican subsidiary, Minera Oro Silver de Mexico SA de CV (Minera Oro Silver).
The 3,990 hectare El Compas project located in Zacatecas, Mexico consists of 28 concessions fully permitted for mining with 22 concessions subject to a 1.5% net smelter return royalty and six concessions subject to a 3.0% net smelter return royalty.
Minera Oro Silver also holds a five-year operating lease, renewable for an additional five years, on a 500 tonne per day ore processing plant located in Zacatecas, Mexico for a total annual lease cost of 1,632,000 Mexican Pesos (approximately $90), adjusted annually for inflation. At acquisition, the plant was not operational and required significant capital investment to restore to an operational state. During 2017, the Company commenced the refurbishment of the processing plant.
The acquisition is considered to be outside the scope of IFRS 3, Business Combinations, since the El Compas project does not meet the definition of a business, and as such, the transaction was accounted for as an asset acquisition. The purchase price is allocated to the underlying assets acquired and liabilities assumed, based upon their estimated fair values at the date of acquisition.
Oro Silver Resources Ltd purchase consideration:
Common shares issued (1) | $ | 6,529 | ||
Assumed liability (2) | 215 | |||
Acquisition costs | 30 | |||
Total consideration | $ | 6,774 |
(1) 2,147,239 common shares were issued with a fair value of $3.05 per share, with the fair value per share measured by the closing listed New York Stock Exchange prices of the Companys common shares on the acquisition date. The related share issuance cost of $20 is recognized as a reduction of equity.
Endeavour Silver Corp. | Page - 21 - |
ENDEAVOUR SILVER CORP.
Notes to the Consolidated
Financial Statements
Years ended December 31, 2017 and 2016
(expressed in thousands of US dollars, unless otherwise stated)
(2) 110 troy ounces of gold (or the US dollar equivalent) has been paid by the Company to Marlin Gold Mining Ltd. with an additional 55 troy ounces payable in October 2018. The fair value of the assumed liability was measured using the London PM fixed gold price on the acquisition date.
Fair value summary of assets acquired and liabilities assumed:
Assets: | ||||
Current assets | $ | 64 | ||
Long term deposit | 2 | |||
Equipment | 16 | |||
Mineral properties | 6,714 | |||
Total assets | $ | 6,796 | ||
Liabilities: | ||||
Accounts payable and accrued liabilities | (22 | ) | ||
Total liabilities | (22 | ) | ||
Net identifiable assets acquired | $ | 6,774 |
Acquisition of Veta Grande Properties
On April 24, 2017, the Company entered into a definitive agreement with Impact Silver Corp. (Impact Silver) to acquire a 100% interest in Impact Silvers Veta Grande properties, located in the Zacatecas state, Mexico (the agreement). On June 5, 2017, Endeavour paid $500 in Endeavour common shares, being 154,321 common shares at $3.24 per share, representing the 10-day volume weighted average closing price of Endeavours shares on the New York Stock Exchange (NYSE) prior to the date of the agreement.
Acquisition of Calicanto Properties
On July 21, 2016, the Company entered into a definitive agreement with Compania Minera Estrella de Plata SA de CV. (Compania Minera Estrella) to acquire a 100% interest, subject to a 3% NSR, in Compania Minera Estrellas Calicanto properties, located in the Zacatecas state, Mexico. On February 1, 2017, Endeavour completed the purchase with a payment of $400.
(f) Terronera (formerly San Sebastian), Mexico
In February 2013, the Company acquired a 100% interest in the Terronera properties, located in Jalisco, Mexico by paying a total of $2,750. The Company is required to pay a 2% NSR royalty on any production from the Terronera properties.
These properties and subsequently acquired property concessions acquired by the Company in the Terronera district are maintained with nominal property tax payments to the Mexican government.
(g) Acquisition of Parral Properties
On September 13, 2016, the Company entered into a definitive agreement with Silver Standard Resources Inc. (Silver Standard) to acquire a 100% interest in Silver Standards Parral properties, located in the historic silver mining district of Hidalgo de Parral in southern Chihuahua state, Mexico (the agreement).
On October 31, 2016, Endeavour paid $5,300 in Endeavour common shares, being 1,198,083 common shares at $4.39 per share, representing the closing price of Endeavours shares on the New York Stock Exchange (NYSE) prior to the date of closing the acquisition.
In addition, the Company has committed to spend $2,000 on exploration on two of the properties (the San Patricio and La Palmilla properties) over the two-year period following the closing of the transaction. Upon completing this exploration expenditure, Endeavour will have one year to deliver a National Instrument 43-101 (NI 43-101) technical report, including a resource estimate, and issue an additional $200 in common shares to Silver Standard for each one million ounces of silver delineated in measured and indicated resources on the San Patricio and La Palmilla properties, based on the 10-day average closing price of Endeavours common shares on the NYSE prior to the earlier of delivery of the NI 43-101 report and the third anniversary of the initial closing date under the Agreement. Silver Standard will also retain a 1% net smelter returns royalty on production from the San Patricio and La Palmilla properties.
(h) Guadalupe Y Calvo, Mexico
On July 13, 2012, the Company acquired the Guadalupe Y Calvo exploration project in Chihuahua, Mexico.
In August 2014, the Company acquired the La Bufa exploration property, which is adjacent to the Companys Guadalupe y Calvo exploration property in Chihuahua, Mexico for total consideration of $417. The property is subject to a 2% net smelter return (NSR) royalty on mineral production.
Endeavour Silver Corp. | Page - 22 - |
ENDEAVOUR SILVER CORP.
Notes to the Consolidated
Financial Statements
Years ended December 31, 2017 and 2016
(expressed in thousands of US dollars, unless otherwise stated)
These properties and subsequently acquired property concessions acquired by the Company in the district are maintained with nominal property tax payments to the Mexican government.
(i) Mineral property contingencies
The Company has also entered into other non-material option agreements on exploration properties in Mexico and Chile.
Management believes the Company has diligently investigated rights of ownership of all of the mineral properties to a level which is acceptable by prevailing industry standards with respect to the current stage of development of each property in which it has an interest and, to the best of its knowledge, all agreements relating to such ownership rights are in good standing. However, all properties may be subject to prior claims, agreements or transfers, and rights of ownership may be affected by undetected defects.
10. | IMPAIRMENT OF NON-CURRENT ASSETS |
The recoverable amounts of the Companys CGUs, which include mining properties, plant and equipment are determined at the end of each reporting period, if impairment indicators are identified. In 2014 and 2015, the continued commodity price decline led the Company to determine that there were impairment indicators and to re-assess the recoverable amounts of its CGUs. The recoverable amounts were based on each CGUs future cash flows expected to be derived from the Companys mining properties and represent each CGUs value in use. The cash flows were determined based on the life-of-mine after- tax cash flow forecast which incorporates managements best estimates of future metal prices, production based on current estimates of recoverable reserves and resources, exploration potential, future operating costs and non-expansionary capital expenditures. | |
At December 31, 2015, the Company tested the recoverability of its operating assets, resulting in a detailed review of the Companys three operating mines. The Company estimated future operating and capital costs, factored in analysts consensus pricing for the first three years of its economic model (Silver: 2016 - $15.00/oz, 2017 - $16.78/oz, 2018 - $17.11/oz; Gold: 2016 - $1,125/oz, 2017 - $1,174/oz, 2018 - $1,192/oz) and used a long term silver price of $17.33 per ounce and a long term gold price of $1,201 per ounce and a risk adjusted project specific discount rate of 9.0%-9.5% based on the CGUs weighted average cost of capital. Due to the sensitivity of the recoverable amounts to the various factors mentioned and specifically long-term metal prices as well as unforeseen factors, any significant change in the key assumptions and inputs could result in additional impairment charges in future periods. | |
At December 31, 2015, the carrying value related to the El Cubo CGU was $113,397, including an associated deferred income tax asset of $5,120, which was greater than its estimated recoverable amount of $4,200, calculated on a discounted cash flow basis. The Company considers use of its internal discounted cash flow economic models as a proxy for the calculation of fair value in use. Based on the above assessment, the Company recorded an impairment charge related to the El Cubo CGU of $104,300, plus valuation of the tax asset of $4,897 for a total impairment charge of $109,197 after tax in 2015. | |
At December 31, 2015, the net carrying value related to the Bolañitos CGU was $31,992, including an associated deferred income tax liability of $5,874, which was greater than its estimated recoverable amount of $6,900, calculated on a discounted cash flow basis. The Company considers use of its internal discounted cash flow economic models as a proxy for the calculation of fair value in use. Based on the above assessment, the Company recorded an impairment charge related to the Bolañitos CGU of $29,700, and an associated recovery of the deferred tax liability of $4,607 for a net after-tax impact of 25,093 in 2015. | |
In 2015, the Company reviewed the Guanaceví CGU for value in use, which resulted in no significant change after the impairment charge in 2013. The Guanaceví carrying value was adjusted to value in use in 2013. | |
As a result of the operational challenges during 2017 and a revised mine plan, the Company tested the recoverability of the Guanacevi CGU as at December 31, 2017, and determined that no additional impairment was required. For previously impaired CGUs any modest decrease in any one key assumption in isolation could cause the estimated recoverable amount to be less than or equal to the net carrying value. Other than timing of production based on the revised mine plans and associated increase in per-unit costs, Managements long-term estimates have not significantly changed from the previous years. |
Endeavour Silver Corp. | Page - 23 - |
ENDEAVOUR SILVER CORP.
Notes to the Consolidated
Financial Statements
Years ended December 31, 2017 and 2016
(expressed in thousands of US dollars, unless otherwise stated)
11. | CREDIT FACILITY |
On July 24, 2012, the Company entered into a $75,000 revolving credit facility (the Facility), reducing over three years, with Scotia Capital. The purpose of the Facility was for general corporate purposes and was principally secured by a pledge of the Companys equity interests in its material operating subsidiaries, including Refinadora Plata Guanaceví SA de CV, Minas Bolañitos SA de CV and Compania Minera del Cubo SA de CV. The Facility was subject to various qualitative and quantitative covenants, including a debt to EBITDA leverage ratio, an interest service coverage ratio and a tangible net worth calculation. During the year ended December 31, 2013, the Company extended the Facility until July 24, 2016. | |
On January 19, 2016, the Company signed an amended and restated credit facility (the Amended Facility) which became effective April 1, 2016 to convert the remaining outstanding balance under the existing revolving credit facility into a two year term loan amortized quarterly maturing on December 31, 2017. The Amended Facility remained principally secured by a pledge of the Companys equity interests in its material operating subsidiaries, including Refinadora Plata Guanaceví SA de CV, Minas Bolañitos SA de CV and Compania Minera del Cubo SA de CV. The interest rate margin on the Facility is 4.5% over LIBOR and the Company paid a fee of $300 upon signing. The Facility was subject to various qualitative and quantitative covenants, including a debt to EBITDA leverage ratio, an interest service coverage ratio, a tangible net worth calculation, capital and exploration expenditure limits. | |
At December 31, 2017, the Amended Facility was fully repaid (December 31, 2016 - $9,000). The Company recognized $326 of interest expense during the year in finance costs (December 31, 2016 - $697). | |
The Company deferred commitment fees and legal costs of $1,411 which were recognized over the life of the Facility. For the year ended December 31, 2017, $303 of the deferred commitment fees and legal costs were amortized (December 31, 2016 - $280). |
12. | PROVISON FOR RECLAMATION AND REHABILITATION |
The Companys environmental permit requires that it reclaim certain land it disturbs during mining operations. Significant reclamation and closure activities include land rehabilitation, decommissioning of buildings and mine facilities, ongoing care and maintenance and other costs. Although the ultimate amount of the reclamation and rehabilitation costs to be incurred cannot be predicted with certainty, the total undiscounted amount of probability weighted estimated cash flows required to settle the Companys estimated obligations is $2,148 for the Guanaceví mine operations, $1,775 for the Bolañitos mine operations, $4,076 for the El Cubo mine operations and $50 for the El Compas development project. | |
The timing of cash flows has been estimated based on the mine lives using current reserves and the present value of the probability weighted future cash flows assumes a risk free rate specific to the liability of 2.1% for Guanaceví and El Compas and 1.8% for Bolañitos and El Cubo with an inflation rate of 2.0% for all sites. | |
Changes to the reclamation and rehabilitation provision balance during the year are as follows: |
Guanaceví | Bolañitos | El Cubo | El Compas | Total | |||||||||||
Balance at December 31, 2015 | $ | 2,031 | $ | 1,738 | $ | 3,993 | $ | - | $ | 7,762 | |||||
Accretion | 27 | 17 | 40 | - | 84 | ||||||||||
Balance at December 31, 2016 | 2,058 | 1,755 | 4,033 | - | 7,846 | ||||||||||
Accretion | 28 | 17 | 41 | - | 86 | ||||||||||
Disturbance incurred during the year | - | - | - | 50 | 50 | ||||||||||
Balance at December 31, 2017 | $ | 2,086 | $ | 1,772 | $ | 4,074 | $ | 50 | $ | 7,982 |
Endeavour Silver Corp. | Page - 24 - |
ENDEAVOUR SILVER CORP.
Notes to the Consolidated
Financial Statements
Years ended December 31, 2017 and 2016
(expressed in thousands of US dollars, unless otherwise stated)
13. | SHARE CAPITAL |
(a) | Management of Capital |
The Company considers the items included in the consolidated statement of changes in equity as capital. The Companys objective when managing capital is to safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders. The Company manages the capital structure and makes adjustments to 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 through private placements, convertible debentures, asset acquisitions or return capital to shareholders. As at December 31, 2017, the Company is not subject to externally imposed capital requirements.
(b) | Public Offerings |
In July 2014, the Company filed a short form base shelf prospectus (the Base Shelf) that qualified for the distribution, including transactions that are deemed to be at-the-market (ATM) distributions, of up to CAN$ 200,000 of common shares, warrants or units of the Company comprising any combination of common shares and warrants (the Securities). The Company filed a corresponding registration statement in the United States registering the Securities under United States federal securities laws.
On November 25, 2015, the Company entered into an ATM equity facility with Cowen and Company, LLC, acting as sole agent. Under the terms of this ATM facility, the Company sold common stock having an aggregate offering value of $16,500 on the New York Stock Exchange. The Company determined, at its sole discretion, the timing and number of shares sold under the ATM facility. During the second quarter of 2016, the Company completed this ATM program issuing 7,218,125 common shares under the ATM facility at an average price of $2.13 per share for proceeds of $14,893, net of commission.
In May 2016, the Company filed a short form base shelf prospectus that qualifies for the distribution of up to CAN$ 175,000 of common shares, warrants or units of the Company comprising any combination of common shares and warrants (the Securities). The Company filed a corresponding registration statement in the United States registering the Securities under United States federal securities laws. The distribution of Securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, or at prices related to such prevailing market prices to be negotiated with purchasers and as set forth in an accompanying prospectus supplement, including transactions that are deemed to be ATM distributions.
On May 5, 2016, the Company entered into an ATM equity facility with Cowen and Company, LLC, acting as sole agent. Under the terms of this ATM facility, the Company may, from time to time, sell common stock having an aggregate offering value of up to $40,000 on the New York Stock Exchange. The Company determines, at its sole discretion, the timing and number of shares to be sold under the ATM facility. During the year ended December 31, 2016, the Company issued 10,245,347 common shares under the ATM facility at an average price of $3.90 per share for proceeds of $38,949, net of commission.
During the year ended December 31, 2016, the Company also recognized $843 of additional transaction costs, related to the two ATM financings, as share issuance costs which have been presented net of share capital.
(c) | Purchase Options |
Options to purchase common shares have been granted to directors, officers, employees and consultants pursuant to the Companys current stock option plan, approved by the Companys shareholders in fiscal 2009 and re-ratified in 2015, at exercise prices determined by reference to the market value on the date of grant. The stock option plan allows for, with approval by the Board, granting of options to its directors, officers, employees and consultants to acquire up to 7.5% of the issued and outstanding shares at any time.
Endeavour Silver Corp. | Page - 25 - |
ENDEAVOUR SILVER CORP.
Notes to the Consolidated
Financial Statements
Years ended December 31, 2017 and 2016
(expressed in thousands of US dollars, unless otherwise stated)
The following table summarizes the status of the Companys stock option plan and changes during the year:
Expressed in Canadian dollars | Year Ended | Year Ended | ||||||||||
December 31, 2017 | December 31, 2016 | |||||||||||
Number | Weighted average | Number | Weighted | |||||||||
of shares | exercise price | of shares | average | |||||||||
Outstanding, beginning of year | 4,458,050 | $3.93 | 6,322,050 | $3.80 | ||||||||
Granted | 1,572,000 | $4.32 | 2,150,000 | $4.30 | ||||||||
Exercised | (60,000 | ) | $3.03 | (3,495,000 | ) | $3.89 | ||||||
Cancelled | (177,250 | ) | $5.49 | (519,000 | ) | $4.14 | ||||||
Outstanding, end of year | 5,792,800 | $4.00 | 4,458,050 | $3.93 | ||||||||
Options exercisable at year end | 4,509,600 | $3.91 | 2,921,550 | $3.95 |
The following tables summarize information about stock options outstanding at December 31, 2017:
Expressed in Canadian dollars | ||||||||||||||||
Options Outstanding | Options Exercisable | |||||||||||||||
Weighted | ||||||||||||||||
Number | Average | Weighted | Number | Weighted | ||||||||||||
CAN $ | Outstanding | Remaining | Average | Exercisable | Average | |||||||||||
Price | as at | Contractual Life | Exercise | as at | Exercise | |||||||||||
Intervals | December 31, 2017 | (Number of Years) | Prices | December 31, 2017 | Prices | |||||||||||
$2.00 - $2.99 | 1,136,500 | 2.4 | $2.65 | 1,136,500 | $2.65 | |||||||||||
$4.00 - $4.99 | 4,656,300 | 3.0 | $4.32 | 3,373,100 | $4.33 | |||||||||||
5,792,800 | 2.8 | $4.00 | 4,509,600 | $3.91 |
During the year ended December 31, 2017, the Company recognized share-based compensation expense of $2,759 (December 31, 2016 - $2,745) based on the fair value of the vested portion of options granted in the current and prior years.
The weighted average fair values of stock options granted and the assumptions used to calculate compensation expense have been estimated using the Black-Scholes Option Pricing Model with the following assumptions:
Year Ended | Year Ended | ||||||
December 31, 2017 | December 31, 2016 | ||||||
Weighted average fair value of options granted during the year | $2.30 | $2.14 | |||||
Risk-free interest rate | 0.85% | 0.69% | |||||
Expected dividend yield | 0% | 0% | |||||
Expected stock price volatility | 73% | 67% | |||||
Expected option life in years | 3.86 | 3.86 |
Option pricing models require the input of highly subjective assumptions. The expected life of the options considered such factors as the average length of time similar option grants in the past have remained outstanding prior to exercise, expiry or cancellation and the vesting period of options granted. Volatility was estimated based on average daily volatility based on historical share price observations over the expected term of the option grant. Changes in the subjective input assumptions can materially affect the estimated fair value of the options. The Company amortizes the fair value of stock options on a graded basis over the respective vesting period of each tranche of stock options awarded. As at December 31, 2017, the unvested share option expense not yet recognized was $841 (December 31, 2016 - $1,039) which is expected to be recognized over the next 17 months.
Endeavour Silver Corp. | Page - 26 - |
ENDEAVOUR SILVER CORP.
Notes to the Consolidated
Financial Statements
Years ended December 31, 2017 and 2016
(expressed in thousands of US dollars, unless otherwise stated)
(d) | Deferred Share Units |
The Company has a Deferred Share Unit (DSU) plan whereby deferred share units may be granted to independent directors of the Company in lieu of compensation in cash or share purchase options. The DSUs vest immediately and are redeemable for cash based on the market value of the units at the time of a directors retirement.
Expressed in Canadian dollars | Year Ended | Year Ended | |||||||||||
December 31, 2017 | December 31, 2016 | ||||||||||||
Number | Weighted average | Number | Weighted average | ||||||||||
of units | grant price | of units | grant price | ||||||||||
Outstanding, beginning of year | 510,560 | $3.39 | 413,618 | $3.21 | |||||||||
Granted | 37,832 | $4.11 | 96,942 | $4.19 | |||||||||
Redeemed | - | - | - | - | |||||||||
Outstanding, end of period | 548,392 | $3.44 | 510,560 | $3.39 | |||||||||
Fair value at period end | 548,392 | $3.02 | 510,560 | $4.75 |
During the year ended December 31, 2017, the Company recognized a recovery on directors compensation related to DSUs, which is included in general and administrative salaries, wages and benefits, of $484 (December 31, 2016 expense of $1,213 based on the fair value of new grants and the change in the fair value of the DSUs granted in the current and prior years. As of December 31, 2017 there are 548,392 deferred share units outstanding (December 31, 2016 510,560) with a fair market value of $1,319 (December 31, 2016 - $1,804) recognized in accounts payable and accrued liabilities.
(e) | Share Appreciation Rights |
As part of the Companys bonus program, the Company grants share appreciation rights (SARs) to its employees in Mexico and Chile. The SARS are subject to vesting conditions and, when exercised, constitute a cash bonus based on the value of the appreciation of the Companys common shares between the SARs grant date and the exercise date.
Year Ended | Year Ended | ||||||||||||
December 31, 2017 | December 31, 2016 | ||||||||||||
Number | Weighted average | Number | Weighted average | ||||||||||
of units | grant price | of units | grant price | ||||||||||
Outstanding, beginning of year | 579,660 | $4.20 | 690,000 | $3.23 | |||||||||
Granted | 489,000 | $3.30 | 364,500 | $5.05 | |||||||||
Exercised | (46,668 | ) | $2.21 | (299,508 | ) | $3.32 | |||||||
Cancelled | (109,999 | ) | $4.38 | (175,332 | ) | $3.67 | |||||||
Outstanding, end of period | 911,993 | $3.80 | 579,660 | $4.20 | |||||||||
Exercisable at the end of the period | 212,672 | $3.69 | 139,170 | $3.34 |
During the year ended December 31, 2017, the Company recognized a recovery related to SARs, which is included in operation and exploration salaries, wages and benefits, of $139 (December 31, 2016 expense of $893) based on the fair value of new grants and the change in the fair value of the SARs granted in the current and prior years. As of December 31, 2017 there are 911,993 SARs outstanding (December 31, 2016 579,660) with a fair market value of $341 (December 31, 2016 - $523) recognized in accounts payable and accrued liabilities.
The SARs are valued using an option pricing model, which requires the input of highly subjective assumptions. The expected life of the SARs considered such factors as the average length of time similar grants in the past have remained outstanding prior to exercise, expiry or cancellation and the vesting period of SARs granted. Volatility was estimated based on average daily volatility based on historical share price observations over the expected term of the SAR grant. Changes in the subjective input assumptions can materially affect the estimated fair value of the SARs. The Company amortizes the fair value of SARs on a graded basis over the respective vesting period of each tranche of SARs awarded.
Endeavour Silver Corp. | Page - 27 - |
ENDEAVOUR SILVER CORP.
Notes to the Consolidated
Financial Statements
Years ended December 31, 2017 and 2016
(expressed in thousands of US dollars, unless otherwise stated)
(f) | Performance Share Units Plan |
The Company has a Performance Share Unit (PSU) plan whereby performance share units may be granted to employees of the Company. Once performance conditions have been met, a PSU is redeemable into one common share entitling the holder to receive the common share for no additional consideration. The current maximum number of common shares authorized for issuance from treasury under the PSU plan is 1,000,000.
Year Ended | Year Ended | ||||||
D ecember 31, 201 7 | D ecember 31, 201 6 | ||||||
Number | Number | ||||||
of units | of units | ||||||
Outstanding, beginning of year | 325,000 | - | |||||
Granted | 200,000 | 425,000 | |||||
Cancelled | - | (100,000 | ) | ||||
Settled for shares | (193,825 | ) | - | ||||
Settled for cash | (131,175 | ) | - | ||||
Outstanding, end of period | 200,000 | 325,000 |
A total of 200,000 PSUs were granted during the year ended December 31, 2017 (December 31, 2016 425,000) under the Companys PSU plan. The 200,000 PSUs vest on May 3, 2020, subject to achievement of pre-determined performance criteria. The PSUs vest at the end of a three year period if certain performance and vesting criteria, based on the Companys share price performance relative to a representative group of other mining companies, has been met.
During the year ended December 31, 2016, 100,000 PSUs were cancelled resulting in 325,000 PSUs outstanding at December 31, 2016. The PSUs vested on January 1, 2017, upon the achievement of pre-determined performance and/or service criteria. On April 12, 2017, 193,825 common shares were issued and $449 was paid in cash in settlement of the 325,000 vested PSUs.
During the year ended December 31, 2017, the Company recognized share based compensation expense of $101 related to the PSUs (December 31, 2016 - $737).
(g) | Diluted Earnings per Share |
Year ended | |||||||
Dec. 31 | Dec. 31 | ||||||
2017 | 2016 | ||||||
Net earnings | $ | 9,684 | $ | 3,910 | |||
Basic weighted average number of shares outstanding | 127,340,834 | 117,505,811 | |||||
Effect of dilutive securities: | |||||||
Stock options | 416,739 | 1,199,856 | |||||
Performance share units | 200,000 | 325,000 | |||||
Diluted weighted average number of share outstanding | 127,957,573 | 119,030,667 | |||||
Diluted earnings per share | $ | 0.08 | $ | 0.03 |
As of December 31, 2017 there are 3,905,800 anti-dilutive stock options (December 31, 2016 47,250 stock options).
14. | EXPLORATION |
Year ended | |||||||
December 31 | December 31 | ||||||
2017 | 2016 | ||||||
Depreciation and depletion | $ | 126 | $ | 61 | |||
Share-based compensation | 252 | 393 | |||||
Salaries, wages and benefits | 2,568 | 2,156 | |||||
Direct exploration expenditures | 9,952 | 7,768 | |||||
$ | 12,898 | $ | 10,378 |
Endeavour Silver Corp. | Page - 28 - |
ENDEAVOUR SILVER CORP.
Notes to the Consolidated
Financial Statements
Years ended December 31, 2017 and 2016
(expressed in thousands of US dollars, unless otherwise stated)
15. | GENERAL AND ADMINISTRATIVE |
Year ended | |||||||
December 31 | December 31 | ||||||
2017 | 2016 | ||||||
Depreciation and depletion | $ | 282 | $ | 248 | |||
Share-based compensation | 2,407 | 3,011 | |||||
Salaries, wages and benefits | 2,240 | 3,324 | |||||
Direct general and administrative expenditures | 2,985 | 2,701 | |||||
$ | 7,914 | $ | 9,284 |
Included in salaries, wages and benefits is $484 in directors deferred share unit recovery for the year ended December 31, 2017 (December 31, 2016 expense of $1,213.
16. | FINANCE COSTS |
Year ended | |||||||
December 31 | December 31 | ||||||
2017 | 2016 | ||||||
Accretion on provision for reclamation and rehabilitation | $ | 86 | $ | 84 | |||
Interest paid on finance leases | - | 65 | |||||
Credit facility finance costs | 629 | 1,023 | |||||
$ | 715 | $ | 1,172 |
17. | SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS |
Year Ended | |||||||
December 31, | December 31, | ||||||
2017 | 2016 | ||||||
Net changes in non-cash working capital: | |||||||
Accounts receivable | $ | (8,520 | ) | $ | (1,887 | ) | |
Inventories | 884 | 2,793 | |||||
Prepaid expenses | 126 | 473 | |||||
Accounts payable and accrued liabilities | 963 | (1,149 | ) | ||||
Income taxes payable | (1,446 | ) | (1,213 | ) | |||
$ | (7,993 | ) | $ | (983 | ) | ||
Non-cash financing and investing activities: | |||||||
Reclamation included in mineral property, plant and equipment | 50 | - | |||||
Fair value of exercised options allocated to share capital | 65 | 5,417 | |||||
Fair value of performance share units allocated to share capital | 439 | - | |||||
Fair value of shares issued on property acquisition | 500 | 11,813 | |||||
Other cash disbursements: | |||||||
Income taxes paid | 8,015 | 9,743 | |||||
Special mining duty paid | 2,020 | 1,042 |
Endeavour Silver Corp. | Page - 29 - |
ENDEAVOUR SILVER CORP.
Notes to the Consolidated
Financial Statements
Years ended December 31, 2017 and 2016
(expressed in thousands of US dollars, unless otherwise stated)
18. | SEGMENT DISCLOSURES |
The Companys operating segments are based on internal management reports that are reviewed by the Companys executives (the chief operating decision makers) in assessing performance. The Company has three operating mining segments, Guanaceví, Bolañitos and El Cubo, which are located in Mexico as well as Exploration and Corporate segments. The Exploration segment consists of projects in the exploration and evaluation phases in Mexico and Chile. |
December 31, 2017 | |||||||||||||||||||||
Corporate | Exploration | Guanaceví | Bolanitos | El Cubo | El Compas | Total | |||||||||||||||
Cash and cash equivalents | $ | 20,884 | $ | 1,034 | $ | 6,212 | $ | 2,360 | $ | 7,594 | $ | 193 | $ | 38,277 | |||||||
Restricted cash | 1,000 | - | - | - | - | - | 1,000 | ||||||||||||||
Investments | 168 | - | - | - | - | - | 168 | ||||||||||||||
Accounts receivables | 341 | 893 | 12,115 | 4,100 | 15,602 | 961 | 34,012 | ||||||||||||||
Inventories | - | - | 8,476 | 2,178 | 2,477 | - | 13,131 | ||||||||||||||
Prepaid expenses | 1,090 | 128 | 125 | 77 | 176 | 315 | 1,911 | ||||||||||||||
Non-current deposits | 76 | 316 | 144 | 74 | - | 610 | |||||||||||||||
Deferred income tax asset | - | - | - | 655 | - | - | 655 | ||||||||||||||
Mineral property, plant and equipment | 691 | 11,285 | 42,264 | 6,766 | 15,929 | 11,881 | 88,816 | ||||||||||||||
Total assets | $ | 24,250 | $ | 13,340 | $ | 69,508 | $ | 16,280 | $ | 41,852 | $ | 13,350 | $ | 178,580 | |||||||
Accounts payable and accrued liabilities | $ | 5,829 | $ | 225 | $ | 4,484 | $ | 1,774 | $ | 5,117 | $ | 899 | $ | 18,328 | |||||||
Income taxes payable | 727 | - | 1,499 | 940 | 19 | - | 3,185 | ||||||||||||||
Deferred lease inducement | 236 | - | - | - | - | - | 236 | ||||||||||||||
Provision for reclamation and rehabilitation | - | - | 2,086 | 1,772 | 4,074 | 50 | 7,982 | ||||||||||||||
Deferred income tax liability | - | 200 | 528 | 637 | 227 | - | 1,592 | ||||||||||||||
Total liabilities | $ | 6,792 | $ | 425 | $ | 8,597 | $ | 5,123 | $ | 9,437 | $ | 949 | $ | 31,323 |
December 31, 2016 | |||||||||||||||||||||
Corporate | Exploration | Guanaceví | Bolanitos | El Cubo | El Compas | Total | |||||||||||||||
Cash and cash equivalents | $ | 62,223 | $ | 499 | $ | 1,649 | $ | 1,627 | $ | 6,183 | $ | 136 | $ | 72,317 | |||||||
Investments | 85 | - | - | - | - | - | 85 | ||||||||||||||
Accounts receivables | 607 | 978 | 5,019 | 4,845 | 13,786 | 325 | 25,560 | ||||||||||||||
Inventories | - | - | 8,946 | 1,831 | 2,654 | - | 13,431 | ||||||||||||||
Prepaid expenses | 1,363 | 165 | 404 | 60 | 40 | 5 | 2,037 | ||||||||||||||
Non-current deposits | 76 | 56 | 311 | 143 | 73 | - | 659 | ||||||||||||||
Deferred income tax asset | - | - | - | - | 183 | - | 183 | ||||||||||||||
Mineral property, plant and equipment | 247 | 10,836 | 38,105 | 6,972 | 3,205 | 6,873 | 66,238 | ||||||||||||||
Total assets | $ | 64,601 | $ | 12,534 | $ | 54,434 | $ | 15,478 | $ | 26,124 | $ | 7,339 | $ | 180,510 | |||||||
Accounts payable and accrued liabilities | $ | 5,829 | $ | 1,250 | $ | 5,025 | $ | 2,093 | $ | 3,953 | $ | 79 | $ | 18,229 | |||||||
Income taxes payable | 452 | 525 | 1,030 | 2,309 | 315 | - | 4,631 | ||||||||||||||
Credit facility | 9,000 | - | - | - | - | - | 9,000 | ||||||||||||||
Provision for reclamation and rehabilitation | - | - | 2,058 | 1,755 | 4,033 | - | 7,846 | ||||||||||||||
Deferred income tax liability | - | - | 7,340 | 205 | - | - | 7,545 | ||||||||||||||
Total liabilities | $ | 15,281 | $ | 1,775 | $ | 15,453 | $ | 6,362 | $ | 8,301 | $ | 79 | $ | 47,251 |
Endeavour Silver Corp. | Page - 30 - |
ENDEAVOUR SILVER CORP.
Notes to the Consolidated
Financial Statements
Years ended December 31, 2017 and 2016
(expressed in thousands of US dollars, unless otherwise stated)
Corporate | Exploration | Guanaceví | Bolanitos | El Cubo | El Compas | Total | |||||||||||||||
Year ended December 31, 2017 | |||||||||||||||||||||
Silver revenue | $ | - | $ | - | $ | 37,161 | $ | 15,265 | $ | 31,934 | $ | - | $ | 84,360 | |||||||
Gold revenue | - | - | 6,210 | 33,154 | 26,775 | - | 66,139 | ||||||||||||||
Total revenue | $ | - | $ | - | $ | 43,371 | $ | 48,419 | $ | 58,709 | $ | - | $ | 150,499 | |||||||
Salaries, wages and benefits: | |||||||||||||||||||||
mining | $ | - | $ | - | $ | 6,027 | $ | 5,023 | $ | 8,798 | $ | - | $ | 19,848 | |||||||
processing | - | - | 1,951 | 978 | 1,765 | - | 4,694 | ||||||||||||||
administrative | - | - | 2,948 | 2,419 | 3,023 | - | 8,390 | ||||||||||||||
stock based compensation | - | - | 68 | 67 | 67 | - | 202 | ||||||||||||||
change in inventory | - | - | 209 | (91 | ) | 36 | - | 154 | |||||||||||||
Total salaries, wages and benefits | - | - | 11,203 | 8,396 | 13,689 | - | 33,288 | ||||||||||||||
Direct costs: | |||||||||||||||||||||
mining | - | - | 12,567 | 11,777 | 15,900 | - | 40,244 | ||||||||||||||
processing | - | - | 6,709 | 6,921 | 8,742 | - | 22,372 | ||||||||||||||
administrative | - | - | 2,164 | 1,893 | 2,906 | - | 6,963 | ||||||||||||||
change in inventory | - | - | 833 | (227 | ) | 59 | - | 665 | |||||||||||||
Total direct production costs | - | - | 22,273 | 20,364 | 27,607 | - | 70,244 | ||||||||||||||
Depreciation and depletion: | |||||||||||||||||||||
depreciation and depletion | - | - | 13,934 | 1,900 | 1,332 | - | 17,166 | ||||||||||||||
change in inventory | - | - | (569 | ) | (6 | ) | (9 | ) | - | (584 | ) | ||||||||||
Total depreciation and depletion | - | - | 13,365 | 1,894 | 1,323 | - | 16,582 | ||||||||||||||
Royalties | - | - | 1,239 | 228 | 273 | - | 1,740 | ||||||||||||||
Write down of inventory to NRV | - | - | 166 | - | - | - | 166 | ||||||||||||||
Total cost of sales | $ | - | $ | - | $ | 48,246 | $ | 30,882 | $ | 42,892 | $ | - | $ | 122,020 | |||||||
Earnings (loss) before taxes | $ | (7,694 | ) | $ | (10,564 | ) | $ | (4,875 | ) | $ | 17,537 | $ | 15,817 | $ | (2,334 | ) | $ | 7,887 | |||
Current income tax expense (recovery) | (10 | ) | - | 676 | 3,981 | 3 | - | 4,650 | |||||||||||||
Deferred income tax expense (recovery) | - | 200 | (5,589 | ) | (1,473 | ) | 415 | - | (6,447 | ) | |||||||||||
Total income tax expense (recovery) | (10 | ) | 200 | (4,913 | ) | 2,508 | 418 | - | (1,797 | ) | |||||||||||
Net earnings (loss) | $ | (7,684 | ) | $ | (10,764 | ) | $ | 38 | $ | 15,029 | $ | 15,399 | $ | (2,334 | ) | $ | 9,684 |
Year ended December 31, 2016 | |||||||||||||||||||||
Silver revenue | $ | - | $ | - | $ | 34,349 | $ | 18,166 | $ | 34,250 | $ | - | $ | 86,765 | |||||||
Gold revenue | - | - | 5,871 | 37,907 | 26,224 | - | 70,002 | ||||||||||||||
Total revenue | $ | - | $ | - | $ | 40,220 | $ | 56,073 | $ | 60,474 | $ | - | $ | 156,767 | |||||||
Salaries, wages and benefits: | |||||||||||||||||||||
mining | $ | - | $ | - | $ | 4,925 | $ | 5,687 | $ | 8,556 | $ | - | $ | 19,168 | |||||||
processing | - | - | 1,797 | 936 | 1,655 | - | 4,388 | ||||||||||||||
administrative | - | - | 2,865 | 2,446 | 2,772 | - | 8,083 | ||||||||||||||
stock based compensation | - | - | 26 | 26 | 26 | - | 78 | ||||||||||||||
change in inventory | - | - | (759 | ) | 144 | 74 | - | (541 | ) | ||||||||||||
Total salaries, wages and benefits | - | - | 8,854 | 9,239 | 13,083 | - | 31,176 | ||||||||||||||
Direct costs: | |||||||||||||||||||||
mining | - | - | 11,098 | 9,510 | 18,055 | - | 38,663 | ||||||||||||||
processing | - | - | 7,491 | 7,842 | 11,061 | - | 26,394 | ||||||||||||||
administrative | - | - | 2,385 | 1,820 | 2,885 | - | 7,090 | ||||||||||||||
change in inventory | - | - | (1,983 | ) | 408 | 226 | - | (1,349 | ) | ||||||||||||
Total direct production costs | - | - | 18,991 | 19,580 | 32,227 | - | 70,798 | ||||||||||||||
Depreciation and depletion: | |||||||||||||||||||||
depreciation and depletion | - | - | 7,186 | 3,905 | 2,714 | - | 13,805 | ||||||||||||||
change in inventory | - | - | (396 | ) | 259 | 284 | - | 147 | |||||||||||||
Total depreciation and depletion | - | - | 6,790 | 4,164 | 2,998 | - | 13,952 | ||||||||||||||
Royalties | - | - | 1,405 | 268 | 275 | - | 1,948 | ||||||||||||||
Total cost of sales | $ | - | $ | - | $ | 36,040 | $ | 33,251 | $ | 48,583 | $ | - | $ | 117,874 | |||||||
Earnings (loss) before taxes | $ | (16,196 | ) | $ | (9,840 | ) | $ | 4,180 | $ | 22,822 | $ | 11,891 | $ | (538 | ) | $ | 12,319 | ||||
Current income tax expense (recovery) | - | - | 510 | 6,811 | 434 | - | 7,755 | ||||||||||||||
Deferred income tax expense (recovery) | - | - | 681 | (62 | ) | 35 | - | 654 | |||||||||||||
Total income tax expense (recovery) | - | - | 1,191 | 6,749 | 469 | - | 8,409 | ||||||||||||||
Net earnings (loss) | $ | (16,196 | ) | $ | (9,840 | ) | $ | 2,989 | $ | 16,073 | $ | 11,422 | $ | (538 | ) | $ | 3,910 |
The Exploration segment included $448 of costs incurred in Chile for the year ended December 31, 2017 (2016 - $503).
Endeavour Silver Corp. | Page - 31 - |
ENDEAVOUR SILVER CORP.
Notes to the Consolidated
Financial Statements
Years ended December 31, 2017 and 2016
(expressed in thousands of US dollars, unless otherwise stated)
19. | INCOME TAXES |
(a) | Tax Assessments |
Minera Santa Cruz y Garibaldi SA de CV (MSCG), a subsidiary of the Company, received a MXN 238 million assessment on October 12, 2010 by Mexican fiscal authorities for failure to provide the appropriate support for certain expense deductions taken in MSCGs 2006 tax return, failure to provide appropriate support for loans made to MSCG from affiliated companies, and deemed an unrecorded distribution of dividends to shareholders, among other individually immaterial items. MSCG immediately initiated a Nullity action and filed an administrative attachment to dispute the assessment. | |
In June 2015, the Superior Court ruled in favour of MSCG on a number of the matters under appeal; however, the Superior Court ruled against MSCG for failure to provide appropriate support for certain deductions taken in MSCGs 2006 tax return. In June 2016, the Company received a MXN 122.9 million ($6,200) tax assessment based on the June 2015 ruling. The 2016 tax assessment comprised of MXN 41.8 million in taxes owed ($2,100), MXN 17.7 million ($900) in inflationary charges, MXN 40.4 million ($2,000) in interest and MXN 23.0 million ($1,200) in penalties. The 2016 tax assessment was issued for failure to provide the appropriate support for certain expense deductions taken in MSCGs 2006 tax return, failure to provide appropriate support for loans made to MSCG from affiliated companies. The MXN 123 million assessment includes interest and penalties. If MSCG agrees to pay the tax assessment, or a lesser settled amount, it is eligible to apply for forgiveness of 100% of the penalties and 50% of the interest. | |
The Company filed an appeal against the June 2016 tax assessment on the basis certain items rejected by the courts were included in the new tax assessment, while a number of deficiencies exist within the assessment. Since issuance of the assessment interest charges of MXN 5.6 million ($300) and inflationary charges of MXN 8.5 million ($400) has accumulated. | |
Included in the Companys consolidated financial statements, are net assets of $595, including $42in cash, held by MSCG. Following the Tax Courts rulings, MSCG is in discussions with the tax authorities with regards to the shortfall of assets within MSCG to settle its estimated tax liability. An alternative settlement option would be to transfer the shares and assets of MSCG to the tax authorities. As of December 31, 2017, the Company recognized an allowance for transferring the shares and assets of MSCG amounting to $595. The Company is currently assessing MSCGs settlement options based on on- going court proceedings and discussion with the tax authorities. | |
(b) | Deferred Income Tax |
December 31, | December 31, | ||||||
Mexico operations | 2017 | 2016 | |||||
Deferred income tax assets: | |||||||
Tax loss carryforwards | $ | 9,326 | $ | 3,410 | |||
Provision for reclamation and rehabilitation | 2,754 | 2,709 | |||||
Other | 1,959 | 1,759 | |||||
Deferred income tax liabilities: | |||||||
Inventories | (1,816 | ) | (2,312 | ) | |||
Mineral properties, plant and equipment | (12,523 | ) | (11,700 | ) | |||
Other | (637 | ) | (1,228 | ) | |||
Deferred income tax liabilities, net | $ | (937 | ) | $ | (7,362 | ) |
As at December 31, 2017, the Company had available for deduction against future taxable income in Mexico non-capital losses of approximately $142,494 (2016 $122,515). These losses, if unutilized, expire between 2018 to 2026.
As at December 31, 2017, the Company had $6,175 non-capital losses in Canada (2016 $5,053), which expire between 2025 to 2027, and capital losses of $15,570 (2016 $8,981), which do not expire.
When circumstances cause a change in managements judgment about the recoverability of deferred tax assets, the impact of the change will be reflected in current income.
Endeavour Silver Corp. | Page - 32 - |
ENDEAVOUR SILVER CORP.
Notes to the Consolidated
Financial Statements
Years ended December 31, 2017 and 2016
(expressed in thousands of US dollars, unless otherwise stated)
(c) | Income Tax Expense |
December 31, | December 31, | ||||||
2017 | 2016 | ||||||
Current income tax expense (recovery): | |||||||
Current income tax expense in respect of current year | $ | 3,779 | $ | 7,565 | |||
Special mining duty | 844 | 2,027 | |||||
Adjustments recognized in the current year in relation to prior years | 27 | (1,837 | ) | ||||
Deferred income tax expense (recovery): | |||||||
Deferred tax expense recognized in the current year | (4,375 | ) | (682 | ) | |||
Special mining duty | 586 | 1,336 | |||||
Adjustments recognized in the current year in relation to prior years | (2,658 | ) | - | ||||
Total income tax expense (recovery) | $ | (1,797 | ) | $ | 8,409 |
The reconciliation of the income tax provision computed at statutory tax rates to the reported income tax provision is as follows:
December 31, | December 31, | ||||||
2017 | 2016 | ||||||
Canadian statutory tax rates | 26.00% | 26.00% | |||||
Income tax expense computed at Canadian statutory rates | $ | 2,050 | $ | 3,113 | |||
Foreign tax rates different from statutory rate | (3,412 | ) | (3,122 | ) | |||
Withholding taxes, net of tax credits | 678 | 693 | |||||
Stock-based compensation | 743 | 684 | |||||
Foreign exchange | (2,381 | ) | 5,808 | ||||
Inflationary adjustment | 2,539 | 2,157 | |||||
Other items | 956 | 1,149 | |||||
Adjustments recognized in the current year in relation to prior years | (61 | ) | (474 | ) | |||
Current year losses not recognized | 2,612 | 1,987 | |||||
Special mining duty Mexican tax | 1,430 | 1,526 | |||||
Recognition of previously unrecognized losses | (6,951 | ) | (5,112 | ) | |||
Income tax expense | $ | (1,797 | ) | $ | 8,409 |
Endeavour Silver Corp. | Page - 33 - |
ENDEAVOUR SILVER CORP.
Notes to the Consolidated
Financial Statements
Years ended December 31, 2017 and 2016
(expressed in thousands of US dollars, unless otherwise stated)
20. | FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS |
(a) | Financial Assets and Liabilities |
As at December 31, 2017, the carrying and fair values of the Companys financial instruments by category are as follows:
Held for | Loans and | Available | Financial | Carrying | Fair | |||||||||||||
trading | receivables | for sale | liabilities | value | value | |||||||||||||
$ | $ | $ | $ | $ | $ | |||||||||||||
Financial assets: | ||||||||||||||||||
Cash and cash equivalents | - | 38,277 | - | - | 38,277 | 38,277 | ||||||||||||
Investments | - | - | 168 | - | 168 | 168 | ||||||||||||
Accounts receivable | - | - 34,012 | - | - | 34,012 | 34,012 | ||||||||||||
Total financial assets | - | - 72,289 | 168 | - | 72,457 | 72,457 | ||||||||||||
Financial liabilities: | ||||||||||||||||||
Accounts payable and accrued liabilities | - | - | - | 19,068 | 19,068 | 19,068 | ||||||||||||
Total financial liabilities | - | - | - | 19,068 | 19,068 | 19,068 |
Fair value hierarchy
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts and volatility measurements used to value option contracts), or inputs that are derived principally from or corroborated by observable market data or other means. Level 3 inputs are unobservable (supported by little or no market activity). The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.
Level 1:
Marketable securities are determined based on a market approach reflecting the closing price of each particular security at the reporting date. The closing price is a quoted market price obtained from the exchange that is the principal active market for the particular security. As a result, these financial assets have been included in Level 1 of the fair value hierarchy.
Deferred share units are determined based on a market approach reflecting the Companys closing share price.
Level 2:
The Company determines the fair value of the embedded derivatives related to its trade receivables based on the quoted closing price obtained from the silver and gold metal exchanges.
The Company determines the fair value of the SARs liability using an option-pricing model.
Level 3:
The Company has no financial assets or liabilities included in Level 3 of the fair value hierarchy.
Endeavour Silver Corp. | Page - 34 - |
ENDEAVOUR SILVER CORP.
Notes to the Consolidated
Financial Statements
Years ended December 31, 2017 and 2016
(expressed in thousands of US dollars, unless otherwise stated)
The fair values of financial assets and financial liabilities at December 31, 2017 are:
Total | Level 1 | Level 2 | Level 3 | ||||||||||
$ | $ | $ | $ | ||||||||||
Financial assets: | |||||||||||||
Investments | 168 | 168 | - | - | |||||||||
Trade receivables | 8,114 | - | 8,114 | - | |||||||||
Total financial assets | 8,282 | 168 | 8,114 | - | |||||||||
Financial liabilities: | |||||||||||||
Deferred share units | 1,319 | 1,319 | - | - | |||||||||
Share appreciation rights | 341 | - | 341 | - | |||||||||
Total financial liabilities | 1,660 | 1,319 | 341 | - |
(b) | Financial Instrument Risk Exposure and Risk Management |
The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board approves and monitors the risk management process. The types of risk exposure and the manner in which such exposures are managed is outlined as follows:
Credit Risk
The Company is exposed to credit risk on its bank accounts, investments, and accounts receivable. Credit risk exposure on bank accounts and short-term investments is limited through maintaining the Companys balances with high-credit quality financial institutions, maintaining investment policies, assessing institutional exposure and continual discussion with external advisors. Value added tax (IVA) receivables are generated on the purchase of supplies and services to produce silver and gold, which are refundable from the Mexican government. Trade receivables are generated on the sale of concentrate inventory to reputable metal traders.
The carrying amount of financial assets represents the Companys maximum credit exposure.
Below is an aged analysis of the Companys receivables:
Carrying | Gross | Carrying | Gross | ||||||||||
amount | impairment | amount | impairment | ||||||||||
December 31, 2017 | December 31, 2016 | ||||||||||||
Less than 1 month | $ | 13,799 | $ | - | $ | 10,066 | $ | - | |||||
1 to 3 months | 3,943 | - | 4,314 | - | |||||||||
4 to 6 months | 3,282 | - | 2,189 | - | |||||||||
Over 6 months | 12,988 | 2,212 | 8,991 | 2,212 | |||||||||
Total accounts receivable | $ | 34,012 | 2,212 | $ | 25,560 | $ | 2,212 |
At December 31, 2017, 98% of the receivables that were outstanding greater than one month were comprised of IVA and tax receivables in Mexico (December 31, 2016 91%) and 2% of the receivables outstanding greater than one month are pending finalizations of concentrate sales.
At December 31, 2017, an impairment loss of $2,031 relates to IVA receivable claims from prior years and $181 relates to an allowance on related party receivables from prior years (December 31, 2016 - $2,031).
Liquidity Risk
The Company ensures that there is sufficient capital in order to meet short term business requirements. The Companys policy is to invest cash at floating rates of interest, while cash reserves are maintained in cash equivalents in order to maintain liquidity after taking into account the Companys holdings of cash equivalents, money market investments, marketable securities, receivables and available borrowings under the Companys revolving credit facility. The Company believes that these sources, operating cash flows and its policies will be sufficient to cover the likely short term cash requirements and commitments.
Endeavour Silver Corp. | Page - 35 - |
ENDEAVOUR SILVER CORP.
Notes to the Consolidated
Financial Statements
Years ended December 31, 2017 and 2016
(expressed in thousands of US dollars, unless otherwise stated)
In the normal course of business, the Company enters into contracts that give rise to future minimum payments. The following table summarizes the remaining contractual maturities of the Companys financial liabilities and operating and capital commitments at December 31, 2017:
Less than | 1 to 3 | 4 to 5 | Over 5 | |||||||||||||
1 year | years | years | years | Total | ||||||||||||
$ | $ | $ | $ | $ | ||||||||||||
Accounts payable and accrued liabilities | 19,068 | - | - | - | 19,068 | |||||||||||
Income taxes payable | 3,185 | - | - | - | 3,185 | |||||||||||
Provision for reclamation and rehabilitation | - | 7,982 | - | - | 7,982 | |||||||||||
Capital expenditure commitments | 187 | - | - | - | 187 | |||||||||||
Minimum rental and lease payments | 420 | 881 | 852 | 1,834 | 3,987 | |||||||||||
Total contractual obligations | 22,860 | 8,863 | 852 | 1,834 | 34,409 |
Market Risk
Significant market related risks to which the Company is exposed consist of foreign currency risk, commodity price risk and equity price risk.
Foreign Currency Risk The Companys operations in Mexico and Canada make it subject to foreign currency fluctuations. Certain of the Companys operating expenses are incurred in Mexican pesos and Canadian dollars, therefore the fluctuation of the US dollar in relation to these currencies will consequently have an impact on the profitability of the Company and may also affect the value of the Companys assets and the amount of shareholders equity. The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks.
The US dollar equivalents of financial assets and liabilities denominated in currencies other than the US dollar as at December 31 are as follows:
December 31, 2017 | December 31, 2016 | ||||||||||||
Canadian Dollar | Mexican Peso | Canadian Dollar | Mexican Peso | ||||||||||
Financial assets | $ | 1,484 | $ | 29,502 | $ | 7,631 | $ | 21,673 | |||||
Financial liabilities | (2,984 | ) | (17,586 | ) | (2,806 | ) | (13,162 | ) | |||||
Net financial assets (liabilities) | $ | (1,500 | ) | $ | 11,916 | $ | 4,825 | $ | 8,511 |
Of the financial assets listed above, $441 (2016 $6,996) represents cash and cash equivalents held in Canadian dollars and $3,192 (2016 - $2,710) represents cash held in Mexican Pesos. The remaining cash balance is held in US dollars.
As at December 31, 2017, with other variables unchanged, a 5% strengthening of the US dollar against the Canadian dollar would increase net earnings by $71 due to these financial assets and liabilities.
As at December 31, 2017, with other variables unchanged, a 5% strengthening of the US dollar against the Mexican peso would decrease net earnings by $567 due to these financial assets and liabilities.
Commodity Price Risk Gold and silver prices have historically fluctuated significantly and are affected by numerous factors outside of the Companys control, including, but not limited to, industrial and retail demand, central bank lending, forward sales by producers and speculators, levels of worldwide production, short-term changes in supply and demand due to speculative hedging activities and certain other factors. The Company has not engaged in any hedging activities, other than short-term metal derivative transactions less than 90 days, to reduce its exposure to commodity price risk. Revenue from the sale of concentrates is based on prevailing market prices which is subject to adjustment upon final settlement. For each reporting period until final settlement, estimates of metal prices are used to record sales. At December 31, 2017 there are 314,279 ounces of silver and 3,621 ounces of gold which do not have a final settlement price and the estimated revenues have been recognized at current market prices. As at December 31, 2017, with other variables unchanged, a 10% decrease in the market value of silver and gold would result in a reduction of revenue of $1.0 million.
Endeavour Silver Corp. | Page - 36 - |
ENDEAVOUR SILVER CORP.
Notes to the Consolidated
Financial Statements
Years ended December 31, 2017 and 2016
(expressed in thousands of US dollars, unless otherwise stated)
Endeavour Silver Corp. | Page - 37 - |
KPMG LLP | Telephone (604) 691-3000 | |
Chartered Professional Accountants | Fax (604) 691-3031 | |
PO Box 10426 777 Dunsmuir Street | Internet www.kpmg.ca | |
Vancouver BC V7Y 1K3 | ||
Canada |
INDEPENDENT AUDITORS REPORT OF REGISTERED PUBLIC
ACCOUNTING FIRM
To the Shareholders and Directors of Endeavour Silver Corp.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated financial statements of Endeavour Silver Corp. (the Entity), which comprise the consolidated statements of financial position as at December 31, 2017 and December 31, 2016, the consolidated statements of comprehensive income (loss), changes in shareholders equity and cash flows for the years then ended, and the related notes, comprising a summary of significant accounting policies and other explanatory information (collectively referred to as the consolidated financial statements).
In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Entity as at December 31, 2017 and December 31, 2016, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Report on Internal Control Over Financial Reporting
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Entitys internal control over financial reporting as of December 31, 2017, based on the criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 22, 2018 expressed an unqualified opinion on the effectiveness of the Entitys internal control over financial reporting.
Basis for Opinion
A - Managements Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG | ||
network of independent member firms affiliated with KPMG International Cooperative | ||
(KPMG International), a Swiss entity. KPMG Canada provides services to KPMG LLP. |
B - Auditors Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States) (PCAOB). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement, whether due to error or fraud. Those standards also require that we comply with ethical requirements, including independence. We are required to be independent with respect to the Entity in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We are a public accounting firm registered with the PCAOB.
An audit includes performing procedures to assess the risks of material misstatements of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included obtaining and examining, on a test basis, audit evidence regarding the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entitys preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances.
An audit also includes evaluating the appropriateness of accounting policies and principles used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a reasonable basis for our audit opinion.
We have served as the Entitys auditor since 1994.
//s// KPMG LLP
Chartered Professional Accountants
February 22, 2018
Vancouver, Canada
KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG | ||
network of independent member firms affiliated with KPMG International Cooperative | ||
(KPMG International), a Swiss entity. KPMG Canada provides services to KPMG LLP. |
KPMG LLP | Telephone (604) 691-3000 | |
Chartered Professional Accountants | Fax (604) 691-3031 | |
PO Box 10426 777 Dunsmuir Street | Internet www.kpmg.ca | |
Vancouver BC V7Y 1K3 | ||
Canada |
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING
FIRM
To the Shareholders and Directors of Endeavour Silver Corp.
Opinion on Internal Control Over Financial Reporting
We have audited Endeavour Silver Corp. s (the Company) internal control over financial reporting as of December 31, 2017, based on the criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Report on the Consolidated Financial Statements
We also have audited, in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements of the Company, which comprise the consolidated statements of financial position as at December 31, 2017 and December 31, 2016, the consolidated statements of comprehensive income (loss), changes in shareholders equity and cash flows for the years then ended, and the related notes, comprising a summary of significant accounting policies and other explanatory information (collectively referred to as the consolidated financial statements), and our report dated February 22, 2018 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Companys management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying report titled Managements Report on Internal Controls over Financial Reporting. Our responsibility is to express an opinion on the Companys internal control over financial reporting based on our audit.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB and in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada.
KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG | ||
network of independent member firms affiliated with KPMG International Cooperative | ||
(KPMG International), a Swiss entity. KPMG Canada provides services to KPMG LLP. |
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
//s// KPMG LLP
Chartered Professional Accountants
February 22, 2018
Vancouver, Canada
KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG | ||
network of independent member firms affiliated with KPMG International Cooperative | ||
(KPMG International), a Swiss entity. KPMG Canada provides services to KPMG LLP. |
MANAGEMENTS DISCUSSION AND ANALYSIS |
FOR THE YEAR ENDED DECEMBER 31, 2017 |
This Managements Discussion and Analysis (MD&A) should be read in conjunction with the consolidated financial statements of Endeavour Silver Corp. (Endeavour or the Company) for the year ended December 31, 2017 and the related notes contained therein, which are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The Company uses certain non-IFRS financial measures in this MD&A as described under Non-IFRS Measures. Additional information relating to the Company, including the most recent Annual Information Form (the Annual Information Form), is available on SEDAR at www.sedar.com, and the Companys most recent annual report on Form 40-F has been filed with the U.S. Securities and Exchange Commission (the SEC). This MD&A contains forward-looking statements that are subject to risk factors set out in a cautionary note contained herein. All dollar amounts are expressed in United States (U.S.) dollars and tabular amounts are expressed in thousands of U . S . dollars unless otherwise indicated. This MD&A is dated as of February 22, 2018 and all information contained is current as of February 22, 2018 unless otherwise stated.
Cautionary Note to U.S. Investors concerning Estimates of Mineral Reserves and Measured, Indicated and Inferred Mineral Resources:
This MD&A has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of U.S. securities laws. The terms mineral reserve, proven mineral reserve and probable mineral reserve are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101) and the Canadian Institute of Mining, Metallurgy and Petroleum (the CIM) - CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ materially from the definitions in SEC Industry Guide 7 under the U.S. Securities Act of 1933, as amended.
Under SEC Industry Guide 7 standards, a final or bankable feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.
In addition, the terms mineral resource, measured mineral resource, indicated mineral resource and inferred mineral resource are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into SEC Industry Guide 7 reserves. Inferred mineral resources have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of contained ounces in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute reserves by SEC Industry Guide 7 standards as in place tonnage and grade without reference to unit measures.
Accordingly, information contained in this MD&A contains descriptions of the Companys mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the U.S. federal securities laws and the rules and regulations thereunder, including SEC Industry Guide 7.
609 Granville Street, Suite 1130, PO Box #10328, Vancouver, B.C., Canada V7Y 1G5 |
Phone: 604.685.9775 | Fax: 604.685.9744| Toll Free: 1.877.685.9775 Email: info@edrsilver.com |
www.edrsilver.com |
MANAGEMENTS DISCUSSION AND ANALYSIS |
FOR THE YEAR ENDED DECEMBER 31, 2017 |
Forward-LookingStatements
This MD&A contains forward-looking statements within the meaning of the U.S. Securities Litigation Reform Act of 1995, as amended and forward-looking information within the meaning of applicable Canadian securities legislation. Such forward-looking statements and information include, but are not limited to, statements regarding Endeavours anticipated performance in 2018, including silver and gold production, timing and expenditures to develop new silver mines and mineralized zones, silver and gold grades and recoveries, cash costs per ounce, capital expenditures and sustaining capital. Forward-looking statements are frequently characterized by words such as plan, expect, forecast, project, intend, believe, anticipate, outlook and other similar words, or statements that certain events or conditions may or will occur. Forward- looking statements are based on the opinions and estimates of management at the dates the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements.
The Company does not intend to, and does not assume any obligation to, update such forward-looking statements or information, other than as required by applicable law. Forward-looking statements or information involve known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company and its operations to be materially different from those expressed or implied by such statements. Such factors include, among others: fluctuations in the prices of silver and gold, fluctuations in the currency markets (particularly the Mexican peso, Canadian dollar and U.S. dollar); changes in national and local governments, legislation, taxation, controls, regulations and political or economic developments in Canada and Mexico; operating or technical difficulties in mineral exploration, development and mining activities; risks and hazards of mineral exploration, development and mining (including, but not limited to environmental hazards, industrial accidents, unusual or unexpected geological conditions, pressures, cave-ins and flooding); inadequate insurance, or inability to obtain insurance; availability of and costs associated with mining inputs and labour; the speculative nature of mineral exploration and development, diminishing quantities or grades of mineral reserves as properties are mined; the ability to successfully integrate acquisitions; risks in obtaining necessary licenses and permits, and challenges to the Companys title to properties; as well as those factors described under Risk Factors in the Companys Annual Information Form. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or information, there may be other factors that cause results to be materially different from those anticipated, described, estimated, assessed or intended. There can be no assurance that any forward-looking statements or information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements or information.
Qualified Person
The scientific and technical information contained in this MD&A relating to the Companys mines and mineral projects has been reviewed and approved by Godfrey Walton, M.Sc., P.Geo., President and Chief Operating Officer of Endeavour, a Qualified Person within the meaning of NI 43-101.
2 |
Three Months Ended December 31 | 2017 Highlights | Year Ended December 31 | ||||
2017 | 2016 | % Change | 2017 | 2016 | % Change | |
Production | ||||||
1,436,962 | 1,088,845 | 32% | Silver ounces produced | 4,919,788 | 5,435,407 | (9%) |
14,577 | 11,402 | 28% | Gold ounces produced | 53,007 | 57,375 | (8%) |
1,400,705 | 1,064,827 | 32% | Payable silver ounces produced | 4,803,589 | 5,308,026 | (10%) |
14,245 | 11,059 | 29% | Payable gold ounces produced | 51,797 | 55,716 | (7%) |
2,530,237 | 1,943,995 | 30% | Silver equivalent ounces produced (1) | 8,895,313 | 9,738,532 | (9%) |
7.97 | 9.39 | (15%) | Cash costs per silver ounce (2)(3) | 8.06 | 6.78 | 19% |
11.38 | 11.31 | 1% | Total production costs per ounce (2)(4) | 11.68 | 9.40 | 24% |
12.70 | 20.11 | (37%) | All-in sustaining costs per ounce (2)(5) | 16.96 | 12.43 | 36% |
349,924 | 317,555 | 10% | Processed tonnes | 1,279,873 | 1,458,917 | (12%) |
84.38 | 70.72 | 19% | Direct production costs per tonne (2)(6) | 82.36 | 72.42 | 14% |
11.57 | 12.13 | (5%) | Silver co-product cash costs (7) | 11.88 | 10.89 | 9% |
885 | 811 | 9% | Gold co-product cash costs (7) | 886 | 810 | 9% |
Financial | ||||||
41.6 | 28.7 | 45% | Revenue ($ millions) | 150.5 | 156.8 | (4%) |
1,392,518 | 946,456 | 47% | Silver ounces sold | 4,892,855 | 5,152,031 | (5%) |
14,117 | 11,004 | 28% | Gold ounces sold | 51,460 | 55,851 | (8%) |
16.84 | 17.03 | (1%) | Realized silver price per ounce | 17.24 | 16.84 | 2% |
1,288 | 1,139 | 13% | Realized gold price per ounce | 1,285 | 1,253 | 3% |
2.7 | (5.2) | 151% | Net earnings (loss) ($ millions) | 9.7 | 3.9 | 148% |
7.9 | 4.5 | 75% | Mine operating earnings ($ millions) | 28.5 | 38.9 | (27%) |
12.7 | 6.4 | 99% | Mine operating cash flow (8) ($ millions) | 45.4 | 52.9 | (14%) |
4.6 | (1.1) | 507% | Operating cash flow before working capital changes (9) | 23.6 | 24.0 | (2%) |
6.9 | (1.8) | 475% | Earnings before ITDA (10) ($ millions) | 25.6 | 27.8 | (8%) |
66.2 | 81.6 | (19%) | Working capital ($ millions) | 66.2 | 81.6 | (19%) |
Shareholders | ||||||
0.02 | (0.04) | 150% | Earnings (loss) per share basic | 0.08 | 0.03 | 167% |
0.04 | (0.01) | 505% | Operating cash flow before working capital changes per share (9) | 0.19 | 0.20 | (9%) |
127,486,671 | 126,676,562 | 1% | Weighted average shares outstanding | 127,340,834 | 117,505,811 | 8% |
(1) |
Silver equivalents are calculated using a 75:1 ratio. |
(2) |
The Company reports non-IFRS measures which include cash costs net of by-products on a payable silver basis, total production costs per ounce, all-in sustaining costs per ounce and direct production costs per tonne, in order to manage and evaluate operating performance at each of the Companys mines. These measures, some established by the Silver Institute (Production Cost Standards, June 2011), are widely used in the silver mining industry as a benchmark for performance, but do not have a standardized meaning. These measures are reported on a production basis. See Reconciliation to IFRS on page 19. |
(3) |
Cash costs net of by-products per payable silver ounce include mining, processing (including smelting, refining, transportation and selling costs), and direct overhead, net of gold credits. See Reconciliation to IFRS on page 21. |
(4) |
Total production costs per ounce include mining, processing (including smelting, refining, transportation and selling costs), direct overhead, amortization, depletion and amortization at the operation sites. See Reconciliation to IFRS on page 21. |
(5) |
All-in sustaining cost per ounce include mining, processing (including smelting, refining, transportation and selling costs), direct overhead, corporate general and administration, on-site exploration, share-based compensation, reclamation and sustaining capital net of gold credits. See Reconciliation to IFRS on page 22. |
(6) |
Direct production costs per tonne include mining, processing (including smelting, refining, transportation and selling costs) and direct overhead at the operation sites. See Reconciliation to IFRS on page 21. |
(7) |
Silver co-product cash cost and gold co-product cash cost include mining, processing (including smelting, refining, transportation and selling costs), and direct overhead allocated on pro-rated basis of realized metal value. See Reconciliation to IFRS on pages 23 and 24. |
(8) |
Mine operating cash flow is calculated by adding back amortization, depletion, inventory write-downs and share-based compensation to mine operating earnings. Mine operating earnings and mine operating cash flow are before taxes. See Reconciliation to IFRS on page 19. |
(9) |
See Reconciliation to IFRS on page 19 for the reconciliation of operating cash flow before working capital changes and page 20 for the operating cash flow before working capital changes per share. |
(10) |
See Reconciliation of Earnings before interest, taxes, depreciation and amortization on page 20. |
The above highlights are key measures used by management, however they should not be the sole measures used in determining the performance of the Companys operations.
3 |
HISTORY AND STRATEGY
The Company is engaged in silver mining in Mexico and related activities including property acquisition, exploration, development, mineral extraction, processing, refining and reclamation. The Company is also engaged in exploration activities in Chile.
Since 2002, the Companys business strategy has been to focus on acquiring advanced-stage silver mining properties in Mexico. Mexico, despite its long and prolific history of metal production, appears to be relatively under-explored using modern exploration techniques and offers promising geological potential for precious metals exploration and production.
The Companys Guanaceví and Bolañitos mines acquired in 2004 and 2007, respectively, demonstrate its business model of acquiring fully built and permitted silver mines that were about to close for lack of ore. By bringing the money and expertise needed to find new silver ore-bodies, the Company successfully re-opened and expanded these mines to develop their full potential. The benefit of acquiring fully built and permitted mining and milling infrastructure is that, if new exploration efforts are successful, the mine development cycle from discovery to production only takes a matter of months instead of the several years normally required in the traditional mining business model.
In 2012, the Company acquired the El Cubo silver-gold mine located in Guanajuato, Mexico. The El Cubo property came with substantial reserves and resources and the mine was already operating at 1,100 tonnes per day (tpd). After acquisition, the Company initiated a two-year operational turn-around and capital investment program aimed at increasing throughput, grade and productivity in order to reduce operating costs and return the operation to profitability.
In addition to operating the Guanaceví, Bolañitos and El Cubo mines, the Company is advancing three exploration and development projects. These projects include the Companys high grade discovery on the Terronera property in Jalisco state, the permitted El Compas property and the leased La Plata plant in Zacatecas state that were acquired in 2016, and the prospective Parral properties in Chihuahua state that were also acquired in 2016. The Company is also exploring a number of other properties towards achieving its goal to become a premier senior producer in the silver mining sector.
The Company has historically funded its acquisition, exploration and development activities through equity financings, debt facilities and convertible debentures. In recent years, the Company has financed most of its acquisition, exploration, development and operating activities from production cash flows. The Company may choose to undertake equity, debt, convertible debt or other financings, on an as-needed basis, in order to facilitate its growth.
4 |
REVIEW OF OPERATING RESULTS
The Company operates the Guanaceví, Bolañitos and El Cubo mines in Mexico. In addition, the Company is advancing three exploration and development projects in Mexico, including the Companys high-grade discovery on the Terronera property in Jalisco state, the permitted El Compas property and leased La Plata plant in Zacatecas state, and the prospective Parral properties in Chihuahua state.
Consolidated Production Results for the Three Months and Years Ended December 31, 2017 and 2016
Three Months Ended December 31 | CONSOLIDATED | Year Ended December 31 | ||||
2017 | 2016 | % Change | 2017 | 2016 | % Change | |
349,924 | 317,555 | 10% | Ore tonnes processed | 1,279,873 | 1,458,917 | (12%) |
152 | 123 | 24% | Average silver grade (gpt) | 140 | 136 | 3% |
84.1 | 87.0 | (3%) | Silver recovery (%) | 85.4 | 85.3 | 0% |
1,436,962 | 1,088,845 | 32% | Total silver ounces produced | 4,919,788 | 5,435,407 | (9%) |
1,400,705 | 1,064,827 | 32% | Payable silver ounces produced | 4,803,589 | 5,308,026 | (10%) |
1.56 | 1.35 | 15% | Average gold grade (gpt) | 1.54 | 1.50 | 2% |
83.3 | 83.0 | 0% | Gold recovery (%) | 83.9 | 81.7 | 3% |
14,577 | 11,402 | 28% | Total gold ounces produced | 53,007 | 57,375 | (8%) |
14,245 | 11,059 | 29% | Payable gold ounces produced | 51,797 | 55,716 | (7%) |
2,530,237 | 1,943,995 | 30% | Silver equivalent ounces produced (1) | 8,895,313 | 9,738,532 | (9%) |
7.97 | 9.39 | (15%) | Cash costs per silver ounce (2)(3) | 8.06 | 6.78 | 19% |
11.38 | 11.31 | 1% | Total production costs per ounce (2)(4) | 11.68 | 9.40 | 24% |
12.70 | 20.11 | (37%) | All in sustaining cost per ounce (2)(5) | 16.96 | 12.43 | 36% |
84.38 | 70.72 | 19% | Direct production costs per tonne (2)(6) | 82.36 | 72.42 | 14% |
11.57 | 12.13 | (5%) | Silver co-product cash costs (7) | 11.88 | 10.89 | 9% |
885 | 811 | 9% | Gold co-product cash costs (7) | 886 | 810 | 9% |
(1) |
Silver equivalents are calculated using a 75:1 ratio. |
(2) |
The Company reports non-IFRS measures which include cash costs net of by-products on a payable silver basis, total production costs per ounce, all-in sustaining costs per ounce and direct production costs per tonne, in order to manage and evaluate operating performance at each of the Companys mines. These measures, some established by the Silver Institute (Production Cost Standards, June 2011), are widely used in the silver mining industry as a benchmark for performance, but do not have a standardized meaning. These measures are reported on a production basis. See Reconciliation to IFRS on page 19. |
(3) |
Cash costs net of by-products per payable silver ounce include mining, processing (including smelting, refining, transportation and selling costs), and direct overhead, net of gold credits. See Reconciliation to IFRS on page 21. |
(4) |
Total production costs per ounce include mining, processing (including smelting, refining, transportation and selling costs), direct overhead, amortization, depletion and amortization at the operation sites. See Reconciliation to IFRS on page 21. |
(5) |
All-in sustaining costs per ounce include mining, processing (including smelting, refining, transportation and selling costs), direct overhead, corporate general and administration, on-site exploration, share-based compensation, reclamation and sustaining capital net of gold credits. See Reconciliation to IFRS on page 22. |
(6) |
Direct production costs per tonne include mining, processing (including smelting, refining, transportation and selling costs) and direct overhead at the operation sites. See Reconciliation to IFRS on page 21. |
(7) |
Silver co-product cash cost and gold co-product cash cost include mining, processing (including smelting, refining, transportation and selling costs), and direct overhead allocated on pro-rated basis of realized metal value. See Reconciliation to IFRS on pages 23 and 24. |
5 |
Consolidated Production
Three months ended December 31, 2017 (compared to the three
months ended December 31, 2016)
Consolidated silver production during
Q4, 2017 was 1,436,962 ounces (oz), an increase of 32% compared to 1,088,845 oz
in Q4, 2016, and gold production was 14,577 oz, an increase of 28% compared to
11,402 oz in Q4, 2016. Plant throughput was 349,924 tonnes at average grades of
152 grams per tonne (gpt) silver and 1.56 gpt gold, compared to 317,555 tonnes
grading 123 gpt silver and 1.35 gpt gold in Q4, 2016. Silver production
increased due to higher throughput and silver grades, partly offset by lower
silver recoveries. Gold production increased due to higher throughput andgold
grades..
Year ended December 31, 2017 (compared to the year ended
December 31, 2016)
Consolidated silver production during 2017 was
4,919,788 oz, a decrease of 9% compared to 5,435,407 oz in 2016, and gold
production was 53,007 oz, a decrease of 8% compared to 57,375 oz in 2016. Plant
throughput was 1,279,873 tonnes at average grades of 140 gpt silver and 1.54 gpt
gold, compared to 1,458,917 tonnes grading 136 gpt silver and 1.50 gpt gold in
2016. Metal production decreased primarily due to lower throughput.
Production was down year-on-year due to operational challenges at the Guanaceví mine and significantly reduced spending on exploration and development in fiscal 2015 and 2016 given low metal prices those years. The reduced spending on exploration and development reduced the Companys mine access to ore and therefore production in 2017. The Company restarted its exploration and development programs in the third quarter 2016 in an effort to expand resources and access reserves.
In 2017, silver equivalent production met the low end of our original guidance and the high end of our revised guidance, notwithstanding the operating challenges at the Guanaceví mine.
6 |
Consolidated Operating Costs
Three months endeFd December 31, 2017 (compared to the three
months ended December 31, 2016)
Direct production costs per tonne in Q4,
2017 increased 19% compared with Q4, 2016. Reduced production at Guanaceví in
2017 and low cost ore processed in 2016 at Bolañitos and El Cubo were the
primary drivers for the variance. Cash costs fell 15% on a consolidated basis
due to higher throughput, and higher grades. Similarly, all-in sustaining costs
fell as a result of lower operating cash costs as well as lower general and
administration costs and capital and exploration expenditures in the
quarter.
Year ended December 31, 2017 (compared to the year ended
December 31, 2016)
Direct production costs per tonne in 2017 increased
14% compared with 2016. Reduced throughput of 12% had a direct impact on cash
costs, which increased 19% to $8.06 on a consolidated basis due to the lower
production. All-in sustaining costs increased 36% to $16.96 as a result of
higher cash costs and management significantly increasing capital investments
for the long-term benefit of Guanaceví and El Cubo after a two-year period of
reduced capital investment to maximize cash flow and ensure the viability of its
operations during low silver and gold prices.
In August 2017, due to operational issues at Guanaceví, management revised its 2017 direct operating costs guidance upwards to $75 to $80 per tonne. cash costs guidance upwards to $7.00 to $8.00 per oz of silver produced and all-in sustaining cost guidance upwards to $15.25 to $16.25 per oz of silver produced, assuming $17 per oz silver price, $1,190 per oz gold price, and 20:1 Mexican peso per U.S. dollar exchange rate, net of gold by-product credits.
Cash cost, all-in sustaining cost and direct operating cost were all slightly higher than the revised guidance due the lower than planned mine output. The higher realized gold price was offset by the appreciation of the Mexican peso.
Guanaceví Operations
The Guanaceví operation is currently mining high grade ore from three underground silver-gold mines along a five kilometre (km) length of the prolific Santa Cruz vein. Guanaceví provides steady employment for 480 people and engages 428 contractors. Guanaceví mine production continues to lag below plant capacity due to the operational issues mentioned under Guanaceví Production Results which are now mostly resolved. Management has initiated a seven month mine site training program aimed at significantly improving work force productivity and cutting costs, and will continue to closely monitor the operating performance at Guanaceví. Returning Guanaceví to long-term profitability lies in developing two new orebodies, Milache and SCS. Underground ramp access is already underway towards Milache and initial production there is expected in late 2018. Mine development at SCS is scheduled to commence H1, 2018 with initial production scheduled to coincide with production from Milache.
7 |
Production Results for the Three Months and Years Ended December 31, 2017 and 2016
Three Months Ended December 31 | GUANACEVÍ | Year Ended December 31 | ||||
2017 | 2016 | % Change | 2017 | 2016 | % Change | |
83,881 | 87,850 | (5%) | Ore tonnes processed | 321,113 | 367,441 | (13%) |
241 | 211 | 14% | Average silver grade (g/t) | 230 | 232 | (1%) |
83.7 | 90.7 | (8%) | Silver recovery (%) | 87.0 | 86.3 | 1% |
544,117 | 540,708 | 1% | Total silver ounces produced | 2,066,448 | 2,364,045 | (13%) |
543,573 | 538,616 | 1% | Payable silver ounces produced | 2,064,382 | 2,359,519 | (13%) |
0.54 | 0.49 | 10% | Average gold grade (g/t) | 0.53 | 0.51 | 4% |
85.5 | 89.0 | (4%) | Gold recovery (%) | 86.6 | 88.4 | (2%) |
1,245 | 1,232 | 1% | Total gold ounces produced | 4,740 | 5,328 | (11%) |
1,245 | 1,225 | 2% | Payable gold ounces produced | 4,736 | 5,315 | (11%) |
637,492 | 633,108 | 1% | Silver equivalent ounces produced (1) | 2,421,948 | 2,763,645 | (12%) |
12.39 | 12.66 | (2%) | Cash costs per silver ounce (2)(3) | 13.41 | 10.56 | 27% |
19.92 | 15.84 | 26% | Total production costs per ounce (2)(4) | 20.20 | 13.60 | 49% |
17.57 | 26.74 | (34%) | All in sustaining cost per ounce (2)(5) | 22.87 | 19.07 | 20% |
99.39 | 93.60 | 6% | Direct production costs per tonne (2)(6) | 105.13 | 84.94 | 24% |
13.04 | 13.20 | (1%) | Silver co-product cash costs (7) | 13.95 | 11.31 | 23% |
997 | 883 | 13% | Gold co-product cash costs (7) | 1,040 | 841 | 24% |
(1) |
Silver equivalents are calculated using a 75:1 ratio. |
(2) |
The Company reports non-IFRS measures which include cash costs net of by-product on a payable silver basis, total production costs per ounce, all-in sustaining costs per ounce and direct production costs per tonne, in order to manage and evaluate operating performance at each of the Companys mines. These measures, some established by the Silver Institute (Production Cost Standards, June 2011), are widely used in the silver mining industry as a benchmark for performance, but do not have a standardized meaning. These measures are reported on a production basis. See Reconciliation to IFRS on page 19. |
(3) |
Cash costs net of by-product per payable silver ounce include mining, processing (including smelting, refining, transportation and selling costs), and direct overhead, net of gold credits. See Reconciliation to IFRS on page 21. |
(4) |
Total production costs per ounce include mining, processing (including smelting, refining, transportation and selling costs), direct overhead, amortization, depletion and amortization at the operation sites. See Reconciliation to IFRS on page 21. |
(5) |
All-in sustaining cost per ounce include mining, processing (including smelting, refining, transportation and selling costs), direct overhead, corporate general and administration, on-site exploration, share-based compensation, reclamation and sustaining capital net of gold credits. See Reconciliation to IFRS on page 22. |
(6) |
Direct production costs per tonne include mining, processing (including smelting, refining, transportation and selling costs) and direct overhead at the operation sites. See Reconciliation to IFRS on page 21. |
(7) |
Silver co-product cash cost and gold co-product cash cost include mining, processing (including smelting, refining, transportation and selling costs), and direct overhead allocated on pro-rated basis of realized metal value. See Reconciliation to IFRS on pages 23 and 24. |
Guanaceví Production Results
Management originally guided 2017 production at Guanaceví to range from 2.4 to 2.6 million oz silver and 5,300 to 6,300 oz gold. However, three unrelated operational issues caused Guanaceví production to fall below plan:
|
The Santa Cruz mine encountered an influx of hot water and neither the pumping nor ventilation systems were capable of handling the increased water and heat so access to this area was lost due to flooding of the mine. Management implemented operational changes and made capital investments in 2017 to improve the pumping, ventilation and electrical systems and the mine was dewatered once again by late June 2017. |
|
In July 2017, a lightning strike caused a power outage, resulting in another pump failure and renewed flooding in the deeper working areas of Santa Cruz. Completion of electrical and ventilation repairs and construction of a new underground pump station should help improve production consistency going forward. |
|
Guanaceví also endured slower than planned mine development due to narrower vein widths than in the resource model resulting in lower mine output than planned. |
8 |
Management completed an internal review of reserves and resources at Guanaceví and developed a revised mine plan for the balance of 2017. Due to the narrower vein widths, in July, management re-estimated production to range from 800 to 900 tonnes per day and revised Guanaceví 2017 estimated production guidance downwards to 2.0 to 2.1 million oz silver and 4,400 to 4,500 oz gold.
Three months ended December 31, 2017 (compared to the three
months ended December 31, 2016)
Silver production at the Guanaceví mine
during Q4, 2017 was 544,177 oz, an increase of 1% compared to 540,708 oz in Q4,
2016, and gold production was 1,245 oz, an increase of 1% compared to 1,232 oz
in Q4, 2016. Plant throughput was 83,881 tonnes at average grades of 241 gpt
silver and 0.54 gpt gold, compared to 87,850 tonnes grading 211 gpt silver and
0.49 gpt gold in Q4, 2016. Metal production increased due to higher grades
offset by lower throughput. The lower throughput is the result of the
aforementioned operational issues, mine development being behind plan and
company personnel focused on improving underground services, including power,
dewatering and ventilation and mining lower grade areas within the
ore-bodies.
Year ended December 31, 2017 (compared to the year ended
December 31, 2016)
Silver production at the Guanaceví mine during 2017
was 2,066,448 oz, a decrease of 13% compared to 2,364,045 oz in 2016, and gold
production was 4,740 oz, a decrease of 11% compared to 5,328 oz in 2016. Plant
throughput was 321,113 tonnes at average grades of 230 gpt silver and 0.53 gpt
gold, compared to 367,441 tonnes grading 232 gpt silver and 0.51 gpt gold over
the same period in 2016. Metal production fell due to lower throughput as a
result of the matters aforementioned in the preceding Q4 comparison. As a
result, silver equivalent production in 2017 was below managements original
guidance, but, despite the operational challenges and lower throughput, met
managements revised guidance as silver recoveries were slightly higher than
expected. Gold production exceeded managements revised guidance due to higher
gold grade offset by lower throughput.
Guanaceví Operating Costs
Three months ended December 31, 2017 (compared to the three
months ended December 31, 2016)
As a result of a 5% decreased mine
output and plant throughput, direct production costs per tonne in Q4, 2017 rose
6% compared with Q4, 2016. The decreased throughput, was offset by higher silver
grades resulting in lower cash costs per oz, net of by-product credits (a
non-IFRS measure and a standard of the Silver Institute), which fell 2% to
$12.39 per oz of payable silver in Q4, 2017 compared to $12.66 per oz in Q4,
2016. All-in sustaining costs (also a non-IFRS measure) which, compared to Q4,
2016, decreased 34% to $17.57 per oz in Q4, 2017. This decrease in all-in
sustaining costs was a result of management significantly decreasing capital
investments and exploration expenditures in the quarter.
Year ended December 31, 2017 (compared to the year ended
December 31, 2016)
As a result of decreased mine output, direct
production costs per tonne in 2017 rose significantly compared with 2016. The
direct costs per tonne rose 24%, as mine output decreased by 13%, resulting in
higher cash costs per oz, net of by-product credits (a non-IFRS measure and a
standard of the Silver Institute), which rose 27% to $13.41 per oz of payable
silver in 2017 compared to $10.56 per oz in 2016. The lower throughput and
higher development expenditures resulted in higher all-in sustaining costs (also
a non-IFRS measure) which, compared to 2016, increased 20% to $22.87 per oz in
2017. This increase in all-in sustaining costs was a result of higher cash costs
and management significantly increasing capital investments for the long-term
benefit of Guanaceví operations after a two-year period of reduced capital
investment to maximize cash flow and ensure the viability of its operations
during low silver and gold prices.
9 |
Bolañitos Operations
The Bolañitos operation encompasses three silver-gold mines and a flotation plant. During 2017, the Company focused on extracting and processing accessible ore at the Bolañitos operation to maximize cash flow. Bolañitos provides steady employment for 365 people and engages 224 contractors.
Production Results for the Three Months and Years Ended December 31, 2017 and 2016
Three Months Ended December 31 | BOLAÑITOS | Year Ended December 31 | ||||
2017 | 2016 | % Change | 2017 | 2016 | % Change | |
124,172 | 101,568 | 22% | Ore tonnes processed | 446,924 | 507,704 | (12%) |
86 | 71 | 21% | Average silver grade (g/t) | 80 | 81 | (1%) |
81.8 | 80.1 | 2% | Silver recovery (%) | 81.3 | 79.6 | 2% |
280,712 | 185,813 | 51% | Total silver ounces produced | 934,238 | 1,052,617 | (11%) |
269,484 | 178,380 | 51% | Payable silver ounces produced | 896,869 | 1,010,512 | (11%) |
2.18 | 2.22 | (2%) | Average gold grade (g/t) | 2.24 | 2.31 | (3%) |
82.8 | 81.7 | 1% | Gold recovery (%) | 83.6 | 81.5 | 3% |
7,204 | 5,926 | 22% | Total gold ounces produced | 26,910 | 30,720 | (12%) |
7,025 | 5,731 | 23% | Payable gold ounces produced | 26,238 | 29,747 | (12%) |
821,012 | 630,263 | 30% | Silver equivalent ounces produced (1) | 2,952,488 | 3,356,617 | (12%) |
(2.73) | (4.87) | 44% | Cash costs per silver ounce (2)(3) | (4.00) | (8.37) | 52% |
(1.47) | (3.59) | 59% | Total production costs per ounce (2)(4) | (1.80) | (4.49) | 60% |
1.01 | 1.02 | (1%) | All in sustaining cost per ounce (2)(5) | 1.62 | (4.77) | 134% |
67.04 | 54.35 | 23% | Direct production costs per tonne (2)(6) | 67.68 | 57.07 | 19% |
10.01 | 9.48 | 6% | Silver co-product cash costs (7) | 10.29 | 8.68 | 19% |
765 | 634 | 21% | Gold co-product cash costs (7) | 767 | 646 | 19% |
(1) |
Silver equivalents are calculated using a 75:1 ratio. |
(2) |
The Company reports non-IFRS measures which include cash costs net of by-products on a payable silver basis, total production costs per ounce, all-in sustaining costs per ounce and direct production costs per tonne, in order to manage and evaluate operating performance at each of the Companys mines. These measures, some established by the Silver Institute (Production Cost Standards, June 2011), are widely used in the silver mining industry as a benchmark for performance, but do not have a standardized meaning. These measures are reported on a production basis. See Reconciliation to IFRS on page 19. |
(3) |
Cash costs net of by-product per payable silver ounce include mining, processing (including smelting, refining, transportation and selling costs), and direct overhead, net of gold credits. See Reconciliation to IFRS on page 21. |
(4) |
Total production costs per ounce include mining, processing (including smelting, refining, transportation and selling costs), direct overhead, amortization, depletion and amortization at the operation sites. See Reconciliation to IFRS on page 21. |
(5) |
All-in sustaining cost per ounce include mining, processing (including smelting, refining, transportation and selling costs), direct overhead, corporate general and administration, on-site exploration, share-based compensation, reclamation and sustaining capital net of gold credits. See Reconciliation to IFRS on page 22. |
(6) |
Direct production costs per tonne include mining, processing (including smelting, refining, transportation and selling costs) and direct overhead at the operation sites. See Reconciliation to IFRS on page 21. |
(7) |
Silver co-product cash cost and gold co-product cash cost include mining, processing (including smelting, refining, transportation and selling costs), and direct overhead allocated on pro-rated basis of realized metal value. See Reconciliation to IFRS on pages 23 and 24. |
10 |
Bolañitos Production Results
Three months ended December 31, 2017 (compared to the three
months ended December 31, 2016)
Silver production at the Bolañitos mine
was 280,712 oz in Q4, 2017, an increase of 51% compared to 185,813 oz in Q4,
2016, and gold production was 7,204 oz in Q4, 2017, an increase of 22% compared
to 5,926 oz in Q4, 2016. Plant throughput in Q4, 2017 was 124,172 tonnes at
average grades of 86 gpt silver and 2.18 gpt gold, compared to 101,568 tonnes
grading 71 gpt silver and 2.22 gpt gold in Q4, 2016. Silver production increased
due to higher throughput and silver grades, while gold production increased due
to the higher throughput.
Year ended December 31, 2017 (compared to the year ended
December 31, 2016)
Silver production at the Bolañitos mine was 934,238
oz in 2017, a decrease of 11% compared to 1,052,617 oz in 2016, and gold
production was 26,910 oz in 2017, a decrease of 12% compared to 30,720 oz in
2016. Plant throughput in 2017 was 446,924 tonnes at average grades of 80 gpt
silver and 2.24 gpt gold, compared to 507,704 tonnes grading 81 gpt silver and
2.31 gpt gold in 2016. Metal production was down due to the lower throughput.
At Bolañitos, silver equivalent production significantly exceeded guidance for 2017. Silver production met guidance as the higher than planned throughput and slightly improved recoveries offset the lower than planned silver grades. Gold production exceeded guidance due to the higher throughput and gold grades. At Bolañitos, silver grades were 16% lower than plan, while gold grades were 8% higher than plan. The variation in grades compared to plan was due to more ore being mined from the LL-Ascuncion ore body and less from Plateros than originally planned. The LL-Ascuncion ore contains lower silver grades than the Plateros ore.
Bolañitos Operating Costs
Three months ended December 31, 2017 (compared to the three
months ended December 31, 2016)
Direct production costs per tonne in Q4,
2017 increased 23% to $67.04 per tonne despite increased production, offset by
the items mentioned in the year-to-year comparison below. The higher cost per
tonne increased cash costs per ounce, net of by-product credits (which is a
non-IFRS measure and a standard of the Silver Institute), to negative $2.73 per
oz of payable silver in Q4, 2017 compared to negative $4.87 per oz in Q4, 2016.
All-in sustaining costs (also a non-IFRS measure) in Q4, 2017 of $1.01 per oz is
comparable to $1.02 per oz in Q4, 2016 directly attributed to the decreased
capital and exploration expenditures.
Year ended December 31, 2017 (compared to the year ended
December 31, 2016)
Direct production costs per tonne in 2017 increased
19% to $67.68 per tonne due to reduced production activity over the whole year
and higher waste removal to access certain areas of the ore body. Additionally,
2016 costs were significantly lower than 2017 costs due to the processing of
historical stockpiles carried at no value. After adjusting for the historical
stockpile tonnes, the 2016 direct costs per tonne were estimated to be
approximately $62 per tonne. The higher cost per tonne increased cash costs, net
of by-product credits (which is a non-IFRS measure and a standard of the Silver
Institute), to negative $4.00 per oz in 2017 compared to negative $8.37 per oz
in 2016. All-in sustaining costs (also a non-IFRS measure) in 2017 increased to
$1.62 per oz compared to negative $4.77 per oz in 2016 due to increased
exploration and development activity and higher allocation of corporate general
and administrative charges.
11 |
El Cubo Operations
Endeavours third mine, El Cubo, was acquired in July 2012 as an operational turn around opportunity and offered the potential to become a core asset with a reasonable reserve/resource mine life. El Cubo currently employs 622 people and engages 428 contractors.
Production Results for the Three Months and Years Ended December 31, 2017 and 2016
Three Months Ended December 31 | EL CUBO | Year Ended December 31 | ||||
2017 | 2016 | % Change | 2017 | 2016 | % Change | |
141,871 | 128,137 | 11% | Ore tonnes processed | 511,836 | 583,772 | (12%) |
157 | 103 | 52% | Average silver grade (g/t) | 136 | 123 | 11% |
85.5 | 85.4 | 0% | Silver recovery (%) | 85.8 | 87.4 | (2%) |
612,133 | 362,324 | 69% | Total silver ounces produced | 1,919,102 | 2,018,745 | (5%) |
587,648 | 347,831 | 69% | Payable silver ounces produced | 1,842,338 | 1,937,995 | (5%) |
1.61 | 1.24 | 30% | Average gold grade (g/t) | 1.55 | 1.41 | 10% |
83.4 | 83.1 | 0% | Gold recovery (%) | 83.7 | 80.6 | 4% |
6,128 | 4,244 | 44% | Total gold ounces produced | 21,357 | 21,327 | 0% |
5,975 | 4,103 | 46% | Payable gold ounces produced | 20,823 | 20,654 | 1% |
1,071,733 | 680,624 | 57% | Silver equivalent ounces produced (1) | 3,520,877 | 3,618,270 | (3%) |
8.78 | 11.65 | (25%) | Cash costs per silver ounce (2)(3) | 7.93 | 10.09 | (21%) |
9.38 | 11.92 | (21%) | Total production costs per ounce (2)(4) | 8.69 | 11.52 | (25%) |
13.56 | 19.62 | (31%) | All in sustaining cost per ounce (2)(5) | 17.80 | 13.32 | 34% |
90.69 | 68.01 | 33% | Direct production costs per tonne (2)(6) | 80.90 | 77.88 | 4% |
11.90 | 13.49 | (12%) | Silver co-product cash costs (7) | 11.79 | 12.61 | (6%) |
910 | 902 | 1% | Gold co-product cash costs (7) | 879 | 938 | (6%) |
(1) |
Silver equivalents are calculated using a 75:1 ratio. |
(2) |
The Company reports non-IFRS measures which include cash costs net of by-products on a payable silver basis, total production costs per ounce, all-in sustaining costs per ounce and direct production costs per tonne, in order to manage and evaluate operating performance at each of the Companys mines. These measures, some established by the Silver Institute (Production Cost Standards, June 2011), are widely used in the silver mining industry as a benchmark for performance, but do not have a standardized meaning. These measures are reported on a production basis. See Reconciliation to IFRS on page 19. |
(3) |
Cash costs net of by-products per payable silver ounce include mining, processing (including smelting, refining, transportation and selling costs), and direct overhead, net of gold credits. See Reconciliation to IFRS on page 21. |
(4) |
Total production costs per ounce include mining, processing (including smelting, refining, transportation and selling costs), direct overhead, amortization, depletion and amortization at the operation sites. See Reconciliation to IFRS on page 21. |
(5) |
All-in sustaining cost per ounce include mining, processing (including smelting, refining, transportation and selling costs), direct overhead, corporate general and administration, on-site exploration, share-based compensation, reclamation and sustaining capital net of gold credits. See Reconciliation to IFRS on page 22. |
(6) |
Direct production costs per tonne include mining, processing (including smelting, refining, transportation and selling costs) and direct overhead at the operation sites. See Reconciliation to IFRS on page 21. |
(7) |
Silver co-product cash cost and gold co-product cash cost include mining, processing (including smelting, refining, transportation and selling costs), and direct overhead allocated on pro-rated basis of realized metal value. See Reconciliation to IFRS on pages 23 and 24. |
12 |
El Cubo Production Results
Three months ended December 31, 2017 (compared to the three
months ended December 31, 2016)
Silver production at the El Cubo mine
was 612,133 oz in Q4, 2017, an increase of 69% compared to 362,324 oz in Q4,
2016, and gold production was 6,128 oz in Q4, 2017, an increase of 44% compared
to 4,244 oz in Q4, 2016. Plant throughput in Q4, 2017 was 141,871 tonnes at
average grades of 157 gpt silver and 1.61 gpt gold, compared to 128,137 tonnes
grading 103 gpt silver and 1.24 gpt gold in Q4, 2016. The higher metal
production is a result of higher throughput and grades.
Year ended December 31, 2017 (compared to the year ended
December 31, 2016)
Silver production at the El Cubo mine was 1,919,102
oz in 2017, a decrease of 5% compared to 2,018,745 oz in 2016, and gold
production was 21,357 oz in Q4, 2017, comparable to 21,327 oz in 2016. Plant
throughput in 2017 was 511,836 tonnes at average grades of 136 gpt silver and
1.55 gpt gold, compared to 583,772 tonnes grading 123 gpt silver and 1.41 gpt
gold in 2016. The lower silver production resulted from lower throughput with
recoveries partly offset by higher silver grades. Despite the lower throughput,
gold production in 2017 was comparable to 2016 as gold grades were higher.
At El Cubo, both silver and gold grades improved during 2017. Given Q4, 2016 results, in late Q1, 2017 management instituted more cut and fill mining and less long-hole mining in certain areas of the mine to reduce dilution and increase ore grades processed.
Silver equivalent production at El Cubo was below guidance for 2017 due to the lower than planned gold production. Silver production met guidance as throughput, grades and recoveries were in line with plan. Gold production missed guidance due to 9% lower gold grades than plan as mining of the higher gold grade area of the Villalpando ore body was re-scheduled to 2018 for a more efficient mine plan.
El Cubo Operating Costs
Three months ended December 31, 2017 (compared to the three
months ended December 31, 2016)
Higher throughput was offset by higher
maintenance and contractor costs resulting in 33% higher direct production costs
of $90.69 per tonne. An increase in metal grades resulted in 25% reduced cash
costs per ounce, net of byproduct credits (a non-IFRS measure and a standard of
the Silver Institute), decreasing in Q4, 2017 to $8.78 per oz of payable silver
compared to $11.65 per oz in Q4, 2016. Similarly, all-in sustaining costs
decreased 31% at $13.56 per oz in Q4, 2017 compared to $19.62 per oz in Q4,
2016. The decrease in all-in sustaining costs was a result of the lower
operating costs per unit.
Year ended December 31, 2017 (compared to the year ended
December 31, 2016)
Despite a 12% decrease in throughput in 2017 compared
to 2016, direct production costs on a per tonne basis increased 4%. Fewer
contractors reduced the impact of reduced output. In 2017, the higher metal
grade resulted in 21% lower cash costs per ounce, net of by-product credits (a
non-IFRS measure and a standard of the Silver Institute), of $7.93 per oz of
payable silver compared to $10.09 per oz in 2016. All-in sustaining costs
increased 34% to $17.80 per oz in 2017 compared to $13.32 per oz in 2016. The
increase in all-in sustaining costs was a result of management significantly
increasing capital investments for the long-term benefit of El Cubo operations
after a two-year period of reduced capital investment to maximize cash flow and
ensure the viability of its operations during low silver and gold prices.
13 |
Development Activities
Terronera Project
The Terronera project features a newly discovered high grade silver-gold mineralized zone in the Terronera vein, which is now over 1,400 metres long, 400 metres deep, 3 to 16 metres thick, and still open along strike to the southeast and down dip. In April 2017, the Company updated its NI 43-101 Mineral Resource and Reserve Estimates and completed a pre-feasibility study (PFS) for the Terronera mine project located 40 kilometres northeast of Puerto Vallarta in the state of Jalisco, Mexico.
At Terronera, work is currently focused on refinement of the project engineering and optimization studies on mine access, mining methods, crushing and grinding alternatives, and power alternatives. Permitting delays have affected the mine dumps and plant tailings permits. Therefore, management does not expect to break ground on mine development until the second half of 2018, with mine and plant commissioning anticipated to commence in the fourth quarter of 2019.
El Compas Project
The El Compas project is a high quality, permitted gold-silver mine and a leased plant in the historic silver mining district of Zacatecas, with good exploration potential to expand resources. There is also potential for the Company to acquire other properties in the area in order to consolidate resources and exploration targets in the district.
Due to the positive economics, low initial capital requirements, and managements experience in having successfully developed similar mines in Mexico, a decision was made to proceed with development in Q3, 2017. The Company initiated the installation of project infrastructure, collaring the mine access ramp and refurbishing the plant. Management continues to wait for the explosive permit, as the processing of the application has taken longer by the state of Zacatecas than anticipated. As previously announced, the development of the main access ramp has proceeded using a form of low impact gunpowder. Management anticipated the mine and plant commissioning would commence in the first quarter of 2018. Due to the continued delay of the explosive permit, the commissioning is now expected in April 2018.
The main access ramp development has advanced 233 metres, with an additional 100 metres of advancement needed to reach the El Compas ore body.
Since publishing the PEA, the Company has continued to optimize mining methods, the crushing circuit and grinding alternatives and has been successful on a number of fronts in improving the operating metrics. The work index of the ore and the size on the motor allows the capacity of the milling circuit to increase to 325 tpd, which allows for the mining method to be changed to mechanized cut and fill from captive cut and fill. Mechanized cut and fill increases the mining rate but has the same cost profile as captive cut and fill previously disclosed in the PEA.
Additionally, the modified plant flow sheet will allow the Company to increase the ore grind size and produce a single concentrate, while still achieving recoveries similar to those outlined in the PEA, lowering overall power costs and improving the long-term stability of the tailings facility.
As a result of the modified mine plan and plant design and the delay in receiving the explosives permit, the total start up CAPEX has been revised upwards to $11.3 million compared to the previous $10.0 million cost estimated in the PEA. However, the operational benefits of the modified plant design and increased mining rate should improve the overall economics of the project. The Company anticipates achieving commercial production at El Compas in July 2018.
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Exploration Results
In 2017, the Companys exploration plan was for 64,000 metres of core drilling with a budget of $15.2 million for brownfields and greenfields exploration, development engineering, and land payments across its portfolio of properties. At the three existing mines, 20,000 metres of core drilling was planned at a cost of $3.0 million. At the exploration and development projects, 44,000 metres of core drilling was planned at a cost of $10.5 million.
Ultimately, the Company drilled 72,200 metres during the year ended December 31, 2017 and spent $15.5 million on drilling, engineering studies and other exploration activities. Of these expenditures, $12.5 million was expensed and $3.0 million were capitalized as infill drilling or concession payments. Results of the engineering studies have been described under Development Activities.
At Terronera, management planned a $2.3 million, 10,000 metres drill program to test other mineralized veins, complete the PFS, and advance the site infrastructure. At the end of Q1, 2017, management updated its NI 43-101 Mineral Resource and Reserve Estimates and completed the PFS as described under Development Activities. Subsequent to the completion of the PFS, a further 50 holes totaling 12,000 metres of drilling was completed along the Terronera vein, La Luz vein and other veins. Exploration activities at Terronera continued to expand the high grade, silver-gold mineralized zones to greater depths within the Terronera vein and at shallow depths within the La Luz vein. Drilling in the Terronera vein expanded the main high grade, mineralized zone down to 400 metre depths over a 600 metre length, still open to the depth and to the southeast. In addition to the main zone, drilling intercepted mineralized footwall and hanging wall splays. In some places, the splays merge to form one very thick mineralized zone.
Drilling in the La Luz vein, located about 2.2 kilometres northeast of the Terronera vein, expanded the new high grade, mineralized zone over 500 metres long by 250 metres deep starting approximately 100 metres below surface and still open to surface and to depth.
None of the drill results in 2017 were included in the PFS for Terronera and they indicate potential for the expansion of resources and improvement of economics of both the Terronera and La Luz veins.
At El Compas, management approved a $3.0 million exploration program to drill 8,000 metres to test new targets, collar an 800 metre exploration adit to provide underground access to the resources in the El Compas and El Orito veins, confirm drill results, and assess geotechnical parameters for mining of the mineralized zones. The Company drilled 11,300 metres in 2017, released an initial NI 43-101 Mineral Resource Estimate and completed a PEA as described under Development Activities. The drilling was designed to test the Orito vein, the newly discovered Ana Camila veins and test other recently acquired prospective properties within the district. Drilling identified mineralization in some veins and results are being interpreted.
At Parral, management planned a $3.0 million budget to drill 18,000 metres in order to confirm a portion of the historical resource, test multiple greenfields high grade and bulk tonnage silver targets, and initiate a PEA. As of December 31, 2017, a total of 21,000 meres were drilled at the La Colorada target to test a portion of the historical resource and at the Palmilla and San Patricio targets to test for new resources. Drilling has verified high grade silver mineralization within the Argentina-Remedios area of the Veta Colorada. Management released an initial resource comprising of 18.4 million silver ounces and 8,070 gold ounces as of December 31, 2017.
The Company planned a 5,000 metre drill program at the Guadalupe y Calvo property in Chihuahua, Mexico and a 3,000 metre drill program in Chile. During the year, management did not fully complete the planned program due to time constraints of personnel. A total of 2,500 metres were drilled at Guadalupe y Calvo with no significant results. Management continues to view both properties as being highly prospective - Guadalupe y Calvo for high grade vein mineralization near the existing resource, and for bulk tonnage silver-lead-zinc manto mineralization in Chile.
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Reserves and Resources
Proven and Probable silver and gold Mineral Reserves increased year over year by 217% and 246% respectively to 33.5 million ounces of silver and 315,000 ounces of gold. On a silver equivalent basis, Mineral Reserves totalled 57.1 million ounces (at a silver to gold ratio of 75:1). These significant increases in Mineral Reserves are mainly due to the reclassification of Mineral Resources into Mineral Reserves pursuant to the NI 43-101 Technical Report, Preliminary Feasibility Study for the Terronera Project, Jalisco State Mexico dated May 18, 2017. The PFS estimated 4.06 million tonnes of Probable Mineral Reserves grading 207 g/t silver and 1.95 g/t gold containing 27 million silver ounces and 255,000 gold ounces at Terronera. Silver and gold Mineral Reserves at the Companys existing three mines (Guanaceví, Bolañitos and El Cubo) otherwise decreased by 11% and 9% respectively, due to mining.
Measured and Indicated silver and gold Mineral Resources declined by 46% and 35% respectively to 31.6 million ounces of silver and 312,600 ounces of gold. The decrease in Measured and Indicated Mineral Resources was mainly the result of conversion into Mineral Reserves at the Terronera project and at the existing operations. Measured and Indicated silver and gold Mineral Resources at the Companys existing three mines otherwise declined 20% and 14%, respectively due to mining.
Inferred silver Mineral Resources increased by 44% due to the initial Mineral Resource Estimate for the new Parral Properties. At Parral, 41 drill holes totalling 11,300 metres were completed to primarily verify a part of the historic Mineral Resource in the Veta Colorada mine area and to test one of the targets within the Palmilla Mine area. The initial estimate consists of an Indicated Mineral Resource of 216,000 silver oz and an Inferred Mineral Resource of 19.2 million silver oz and 18,100 gold oz. Management expects to complete and file a NI-43-101 Technical Report for the Parral properties in March 2018.
2017 Mineral Reserve and Resource Estimate Highlights (Compared to December 31, 2016)
| Silver Proven and Probable Mineral Reserves increased 217% to 33.5 million oz | |
| Gold Proven and Probable Mineral Reserves increased 246% to 315,300 oz | |
|
Silver equivalent Proven and Probable Mineral Reserves increased 228% to 57.1 million oz (75:1 silver:gold ratio) |
|
| Silver Measured and Indicated Mineral Resources decreased 46% to 36.7 million oz | |
| Gold Measured and Indicated Mineral Resources decreased 35% to 362,900 oz | |
|
Silver equivalent Measured and Indicated Mineral Resources decreased 42% to 63.9 million oz |
|
| Silver Inferred Mineral Resources increased 44% to 53.1 million oz | |
| Gold Inferred Mineral Resources decreased 12% to 300,800 oz | |
| Silver equivalent Inferred Mineral Resources increased 22% to 75.7 million oz |
Mineral Reserve and Resource estimates are based on pricing assumptions of $17.26 per ounce of silver and $1,232 per ounce of gold at Guanaceví, Bolañitos and El Cubo, $18.00 per ounce of silver and $1,250 per ounce of gold at Terronera and $18.00 per ounce of silver and $1,225 per ounce of gold at El Compas.
Note to U.S Investors: Mineral reserve and resources are as defined by Canadian securities laws. See Cautionary Note to U.S. Investors concerning Estimates of Mineral Reserves and Measured, Indicated and Inferred Mineral Resources.
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Consolidated Financial Results
Three months ended December 31, 2017 (compared to the three months ended December 31, 2016)
In Q4, 2017, the Companys mine operating earnings were $7.9 million (Q4, 2016: $4.5 million) on sales of $41.6 million (Q4, 2016: $28.7 million) with cost of sales of $33.7 million (Q4, 2016: $24.2 million).
In Q4, 2017, the Company had operating earnings of $3.6 million (Q4, 2016: operating loss of $1.7 million) after exploration costs of $2.4 million (Q4, 2016: $4.9 million) and general and administrative costs of $1.9 million (Q4, 2016: $1.3 million).
Earnings before taxes in Q4, 2017 were $1.9 million (Q4, 2016: loss before taxes of $4.1 million) after finance costs of $0.1 million (Q4, 2016: $0.3 million), a foreign exchange loss of $2.0 million (Q4, 2016: $2.1 million), and investment and other income of $0.4 million (Q4, 2016: expense of $0.4 million). The Company realized net earnings for the period of $2.7 million (Q4, 2016: realized loss of $5.2 million) after an income tax recovery of $0.8 million (Q4, 2016 income tax expense of $1.1 million).
Sales of $41.6 million in Q4, 2017 represented a 45% increase over the $28.7 million for the same period in 2016. There was a 47% increase in silver ounces sold, offset by a 1% decrease in the realized silver price resulting in a 46% increase in silver sales. Similarly, there was a 28% increase in gold ounces sold with a 13% increase in realized gold prices resulting in a 45% increase in gold sales. During the period, the Company sold 1,392,518 oz silver and 14,117 oz gold, for realized prices of $16.84 and $1,288 per oz respectively, compared to sales of 946,456 oz silver and 11,004 oz gold, for realized prices of $17.03 and $1,139 per oz, respectively, in the same period of 2016. The realized price of silver was 1% higher than the average silver spot price during the period of $16.73 and the realized price of gold during the period was 1% higher than the average gold spot price during the period of $1,275 per oz, with the difference due to the timing of sales and the mark-to-market adjustments for the concentrate sales that are pending finalization.
The Company increased its finished goods silver and gold inventory to 241,321 oz and 1,226 oz, respectively at December 31, 2017 compared to 233,135 oz silver and 1,099 oz gold at September 30, 2017. The cost allocated to these finished goods was $4.8 million at December 31, 2017 compared to $4.8 million at September 30, 2017. At December 31, 2017, the finished goods inventory fair market value was $5.7 million compared to the fair value of $5.3 million at September 30, 2017.
Cost of sales for Q4, 2017 was $33.7 million, an increase of 39% over the cost of sales of $24.2 million for the same period of 2016. The 39% increase in cost of sales was primarily due to the sale of 47% more silver ounces during the period.
Exploration expenses decreased in Q4, 2017 to $2.4 million from $4.9 million in the same period of 2016 primarily due to planned timing of drilling activities for 2017. General and administrative expenses increased by 46% to $1.9 million in Q4, 2017 compared to $1.3 million in the same period of 2016 primarily due to increased costs for directors deferred share units, which are marked to market at each period end. In Q4, 2016 there was a recovery of $785 due to a decrease during the quarter of the Companys share price and during Q4 2017 a moderate increase in the share price resulted in an expense of $29.
The Company experienced a foreign exchange loss of $2.0 million in Q4, 2017 compared to a loss of $2.1 million in Q4, 2016. The $2.0 million loss was primarily due to the weakening of the Mexican peso against the U.S. Dollar in from September 30, 2017 to December 31, 2017, which resulted in lower valuations on the peso denominated cash and receivable amounts.
There was an income tax recovery of $0.8 million in Q4, 2017 compared to an expense of $1.1 million in Q4, 2016. The $0.8 million tax recovery is comprised of $3.0 million in current income tax expense (Q4, 2016: expense of $0.1 million) and $3.8 million in deferred income tax recovery (Q4, 2016: expense of $1.0 million). The deferred income tax recovery of $3.8 million increased due to the recognition of previously unrecognized tax losses related to the El Cubo operation.
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Year ended December 31, 2017 (compared to the year ended December 31, 2016)
For the year ended December 31, 2017, the Companys mine operating earnings were $28.5 million (Q4, 2016: $38.9 million) on sales of $150.5 million (2016: $156.8 million) with cost of sales of $122.0 million (Q4, 2016: $117.9 million).
Operating earnings were $7.7 million (2016: $19.2 million) after exploration costs of $12.9 million (2016: $10.4 million) and general and administrative costs of $7.9 million (2016: $9.3 million).
Earnings before taxes were $7.9 million (2016: $12.3 million) after finance costs of $0.7 million (2016: $1.2 million), a foreign exchange gain of $0.4 million (2016: foreign exchange loss of $5.1 million), and investment and other income of $0.5 million (2016: expense of $0.2 million). The Company realized net earnings for the period of $9.7 million (2016: $3.9 million) after an income tax recovery of $1.8 million (2016 income tax expense of $8.4 million).
Sales of $150.5 million in 2017 represented a 4% decrease over the $156.8 million for the same period in 2016. There was a 5% decrease in silver ounces sold, offset by a 2% increase in the realized silver price resulting in a 3% decrease in silver sales, and there was an 8% decrease in gold ounces sold and a 3% increase in the realized gold price resulting in a 6% decrease in gold sales. During the period, the Company sold 4,892,855 oz silver and 51,460 oz gold, for realized prices of $17.24 and $1,285 per oz respectively, compared to sales of 5,152,031 oz silver and 55,851 oz gold, for realized prices of $16.84 and $1,253 per oz, respectively, in the same period of 2016. The realized price of silver was approximately 1% higher than the average silver spot price during the period of $17.05 and the realized price of gold during the period was approximately 2% higher than the average gold spot price during the period of $1,257 per oz, with the difference due to the timing of sales and the mark-to-market adjustments for the concentrate sales that are pending finalization.
The Company decreased its finished goods silver inventory to 241,321 oz and increased its finished goods gold inventory to 1,266 oz at December 31, 2017 compared to 330,587 oz silver and 883 oz gold at December 31, 2016. The cost allocated to these finished goods was $4.8 million at December 31, 2017 compared to $4.9 million at December 31, 2016. At December 31, 2017, the finished goods inventory fair market value was $5.7 million compared to the fair value of $6.4 million at December 31, 2016.
Cost of sales for 2017 was $122.0 million, an increase of 3% over the cost of sales of $117.9 million for the same period of 2016. The 3% increase in cost of sales is primarily due to the decreased mining activity at the Guanaceví and Bolañitos mines partially offset by increased contribution of production from the El Cubo operation. Guanaceví experienced operational challenges in 2017, previously described, increasing costs during the year.
Exploration expenses increased in 2017 to $12.9 million from $10.4 million in the same period of 2016 primarily due increased drilling across the Companys portfolio of development and exploration properties. Management has increased its exploration activity as precious metal prices have stabilized the expectation is that prices would rise in the near future. General and administrative expenses decreased by 15% to $7.9 million from $9.3 million in the same period of 2016 primarily due to decreased costs for directors deferred share units which are marked to market at each period end. In 2016, there was an expense of $1.2 million while the Company recognized a recovery of $484 in 2017.
The Company experienced a foreign exchange gain of $0.4 million during in 2017 compared to a loss of $5.1 million in 2016. The $0.4 million gain was primarily due to the strengthening of the Mexican peso against the U.S. Dollar during 2017, which resulted in higher valuations on the peso denominated cash and receivable amounts.
There was an income tax recovery of $1.8 million in 2017 compared to an income tax expense of $8.4 million for the same period of 2016. The $1.8 million tax recovery is comprised of $4.7 million in current income tax expense (2016: expense of $7.8 million) and $6.5 million in deferred income tax recovery (2016: expense of $0.6 million). The $4.7 million income tax expense is comprised of $3.8 million of income taxes and $0.9 million of special mining duty compared to income tax expense in 2016 of $7.8 million comprised of $7.6 million of income taxes and $0.2 million of special mining duty. The deferred income tax recovery of $6.5 million increased due to the appreciation of the Mexican peso and tax losses generated historically within profitable entities. Lower production lowered the profitability of the Guanaceví operation, which has historically been profitable.
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The recoverable amounts of the Companys cash-generating units (CGUs), which include mining properties and plant and equipment, are determined on an annual basis if impairment indicators are identified. In 2015, the continued commodity price decline led the Company to determine that there were impairment indicators and to reassess the recoverable amounts of its CGUs. In 2016 and 2017, the Company reviewed the operating CGUs for value in use, which resulted in no significant change after impairment charges in prior years. Any modest decrease in one key assumption in isolation causes the estimated recoverable amount to be less than or equal to the net carrying value. Managements long-term estimates have not significantly changed from 2015.
Selected Annual Information
Expressed in thousands US dollars | Year ended December 31 | ||
except per share amounts | 2017 | 2016 | 2015 |
Revenue | $150,499 | $156,767 | $183,556 |
Net earnings (loss) | 9,684 | 3,910 | (149,941) |
Basic earnings (loss) per share | 0.08 | 0.03 | (1.47) |
Diluted earnings (loss) per share | 0.08 | 0.03 | (1.47) |
Dividends per share | - | - | - |
Total assets | 178,580 | 180,510 | 114,233 |
Total long-term liabilities | 9,810 | 15,691 | 15,385 |
Non-IFRS Measures
Mine operating cash flow is a non-IFRS measure that does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other issuers. Mine operating cash flow is calculated as revenue minus direct production costs and royalties. Mine operating cash flow is used by management to assess the performance of the mine operations, excluding corporate and exploration activities and is provided to investors as a measure of the Companys operating performance.
Operating cash flow before working capital adjustment is a non-IFRS measure that does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other issuers. Operating cash flow before working capital adjustments is calculated as operating cash flow minus working capital adjustments. Operating cash flow before working capital adjustments is used by management to assess operating performance irrespective of working capital changes and is provided to investors as a measure of the Companys operating performance.
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Operating cash flow per share is a non-IFRS measure that does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other issuers. Operating cash flow per share is calculated by dividing cash from operating activities by the weighted average shares outstanding. Operating cash flow per share is used by management to assess operating performance irrespective of working capital changes and is provided to investors as a measure of the Companys operating performance.
Expressed in thousands US dollars | Three Months Ended December 31 | Year Ended December 31 | ||
except for share numbers and per share amounts | 2017 | 2016 | 2017 | 2016 |
Operating cash flow before working capital adjustments | $4,637 | ($1,138) | $23,583 | $23,952 |
Basic weighted average shares outstanding | 127,486,671 | 126,676,562 | 127,340,834 | 117,505,811 |
Operating cash flow before working capital changes per share | $0.04 | ($0.01) | $0.19 | $0.20 |
EBITDA is a non-IFRS financial measure, which excludes the following from net earnings:
| Income tax expense; | |
| Finance costs; | |
| Amortization and depletion |
Adjusted EBITDA excludes the following additional items from EBITDA
| Share based compensation; | |
| Non-recurring write offs |
Management believes EBITDA is a valuable indicator of the Companys ability to generate liquidity by producing operating cash flow to fund working capital needs, service debt obligations, and fund capital expenditures. Management uses EBITDA for this purpose. EBITDA is also frequently used by investors and analysts for valuation purposes whereby EBITDA is multiplied by a factor or EBITDA multiple based on an observed or inferred relationship between EBITDA and market values to determine the approximate total enterprise value of a Company.
EBITDA is intended to provide additional information to investors and analysts. It does not have any standardized definition under IFRS and should not be considered in isolation or as a substitute for measures of operating performance prepared in accordance with IFRS. EBITDA excludes the impact of cash costs of financing activities and taxes, and the effects of changes in operating working capital balances, and therefore is not necessarily indicative of operating profit or cash flow from operations as determined by IFRS. Other companies may calculate EBITDA and Adjusted EBITDA differently.
Cash costs per ounce, total production costs per ounce and direct production costs per tonne are measures developed by precious metals companies in an effort to provide a comparable standard; however, there can be no assurance that the Companys reporting of these non-IFRS measures are similar to those reported by other mining companies. Cash costs per ounce, production costs per ounce and direct production costs per tonne are measures used by the Company to manage and evaluate operating performance at each of the Companys operating mining units. They are widely reported in the silver mining industry as a benchmark for performance, but do not have a standardized meaning and are disclosed in addition to IFRS measures. The following tables provide a detailed reconciliation of these measures to the Companys cost of sales, as reported in its consolidated financial statements.
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Three Months Ended December 31, 2017 | Three Months Ended December 31, 2016 | |||||||
Expressed in thousands US dollars | ||||||||
Guanacevi | Bolanitos | El Cubo | Total | Guanacevi | Bolanitos | El Cubo | Total | |
Direct production costs | $7,805 | $7,707 | $12,887 | $28,399 | $6,207 | $5,959 | $8,878 | $21,044 |
Royalties | 353 | 65 | 85 | 503 | 1,117 | 51 | 48 | 1,216 |
Special mining duty (1) | - | 492 | - | 492 | (408) | (258) | (417) | (1,083) |
Opening finished goods | (2,763) | (325) | (493) | (3,581) | (2,641) | (232) | (179) | (3,052) |
Closing finished goods | 2,942 | 385 | 387 | 3,714 | 3,948 | - | 385 | 4,333 |
Direct production costs | 8,337 | 8,324 | 12,866 | 29,527 | 8,223 | 5,520 | 8,715 | 22,458 |
By-product gold sales | (1,569) | (8,831) | (7,789) | (18,189) | (1,077) | (6,899) | (4,557) | (12,533) |
Opening gold inventory fair market value | 598 | 453 | 359 | 1,410 | 442 | 510 | 148 | 1,100 |
Closing gold inventory fair market value | (631) | (681) | (278) | (1,590) | (771) | - | (253) | (1,024) |
Cash costs net of by-product | 6,735 | (735) | 5,158 | 11,158 | 6,817 | (869) | 4,053 | 10,001 |
Amortization and depletion | 4,123 | 337 | 344 | 4,804 | 1,565 | 237 | 92 | 1,894 |
Share-based compensation | 17 | 15 | 15 | 47 | - | - | - | 0 |
Opening finished goods depletion | (1,141) | (22) | (13) | (1,176) | (416) | (8) | (1) | (425) |
Closing finished goods depletion | 1,096 | 8 | 8 | 1,112 | 567 | - | 1 | 568 |
Total production costs | $10,830 | ($397) | $5,512 | $15,945 | $8,533 | ($640) | $4,145 | $12,038 |
Year Ended December 31, 2017 | Year Ended December 31, 2016 | |||||||
Expressed in thousands US dollars | ||||||||
Guanacevi | Bolanitos | El Cubo | Total | Guanacevi | Bolanitos | El Cubo | Total | |
Direct production costs | $33,408 | $28,693 | $41,229 | $103,330 | $27,819 | $28,793 | $45,284 | $101,896 |
Royalties | 1,239 | 228 | 273 | 1,740 | 1,405 | 268 | 275 | 1,948 |
Special mining duty (1) | - | 943 | (99) | 844 | (662) | 531 | 321 | 190 |
Opening finished goods | (3,948) | - | (385) | (4,333) | (1,298) | (619) | (798) | (2,715) |
Finished goods NRV adjustment | 117 | - | - | 117 | - | - | - | - |
Closing finished goods | 2,942 | 385 | 387 | 3,714 | 3,948 | - | 385 | 4,333 |
Direct production costs | 33,758 | 30,249 | 41,405 | 105,412 | 31,212 | 28,973 | 45,467 | 105,652 |
By-product gold sales | (6,210) | (33,154) | (26,775) | (66,139) | (5,871) | (37,907) | (26,224) | (70,002) |
Opening gold inventory fair market value | 771 | - | 253 | 1,024 | 337 | 471 | 557 | 1,365 |
Closing gold inventory fair market value | (631) | (681) | (278) | (1,590) | (771) | - | (253) | (1,024) |
Cash costs net of by-product | 27,688 | (3,586) | 14,605 | 38,707 | 24,907 | (8,463) | 19,547 | 35,991 |
Amortization and depletion | 13,365 | 1,894 | 1,323 | 16,582 | 6,790 | 4,164 | 2,998 | 13,952 |
Share-based compensation | 68 | 67 | 67 | 202 | 26 | 26 | 26 | 78 |
Opening finished goods depletion | (567) | - | (1) | (568) | (203) | (261) | (242) | (706) |
NRV cost adjustment | 49 | - | - | 49 | - | - | - | - |
Closing finished goods depletion | 1,096 | 8 | 8 | 1,112 | 567 | - | 1 | 568 |
Total production costs | $41,699 | ($1,617) | $16,002 | $56,084 | $32,087 | ($4,534) | $22,330 | $49,883 |
Year Ended December 31, 2017 | Year Ended December 31, 2016 | |||||||
Guanacevi | Bolanitos | El Cubo | Total | Guanacevi | Bolanitos | El Cubo | Total | |
Throughput tonnes | 321,113 | 446,924 | 511,836 | 1,279,873 | 367,441 | 507,704 | 583,772 | 1,458,917 |
Payable silver ounces | 2,064,382 | 896,869 | 1,842,338 | 4,803,589 | 2,359,519 | 1,010,512 | 1,937,995 | 5,308,026 |
Cash costs per ounce | $13.41 | ($4.00) | $7.93 | $8.06 | $10.56 | ($8.37) | $10.09 | $6.78 |
Total production costs per oz | $20.20 | ($1.80) | $8.69 | $11.68 | $13.60 | ($4.49) | $11.52 | $9.40 |
Direct production costs per tonne | $105.13 | $67.68 | $80.90 | $82.36 | $84.94 | $57.07 | $77.88 | $72.42 |
(1) Special mining duty is an EBITDA royalty tax presented as a current income tax in accordance with IFRS.
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All-in sustaining costs per ounce and all-in costs per ounce are measures developed by the World Gold Council (and used as a standard of the Silver Institute) in an effort to provide a comparable standard within the precious metal industry; however, there can be no assurance that the Companys reporting of these non-IFRS measures are similar to those reported by other mining companies. These measures are used by the Company to manage and evaluate operating performance at each of the Companys operating mining units and consolidated group, and are widely reported in the silver mining industry as a benchmark for performance, but do not have a standardized meaning and are disclosed in addition to IFRS measures. The following tables provide a detailed reconciliation of these measures to the Companys cost of sales, as reported in the Companys consolidated financial statements.
Expressed in thousands US dollars | Three Months Ended December 31, 2017 | Three Months Ended December 31, 2016 | ||||||
Guanacevi | Bolanitos | El Cubo | Total | Guanacevi | Bolanitos | El Cubo | Total | |
Cash costs net of by-product | $6,735 | ($735) | $5,158 | $11,158 | $6,817 | ($869) | $4,053 | $10,001 |
Operations stock based compensation | 17 | 15 | 15 | 47 | - | - | - | - |
Corporate general and administrative | 299 | 441 | 558 | 1,298 | 2,439 | 52 | 108 | 2,599 |
Corporate stock based compensation | 114 | 177 | 227 | 518 | 369 | 130 | 252 | 751 |
Reclamation - amortization/accretion | 7 | 5 | 10 | 22 | 7 | 4 | 10 | 21 |
Mine site expensed exploration | (77) | - | 348 | 271 | 583 | 100 | 686 | 1,369 |
Capital expenditures sustaining | 2,456 | 370 | 1,652 | 4,478 | 4,189 | 765 | 1,715 | 6,669 |
All In Sustaining Costs | $9,551 | $273 | $7,968 | $17,792 | $14,404 | $182 | $6,824 | $21,410 |
Growth exploration | 2,015 | 5,684 | ||||||
Growth capital expenditures | 3,782 | 867 | ||||||
All In Costs | $23,589 | $27,961 |
Expressed in thousands US dollars | Year Ended December 31, 2017 | Year Ended December 31, 2016 | ||||||
Guanacevi | Bolanitos | El Cubo | Total | Guanacevi | Bolanitos | El Cubo | Total | |
Cash costs net of by-product | $27,688 | ($3,586) | $14,605 | $38,707 | $24,907 | ($8,463) | $19,547 | $35,991 |
Operations stock based compensation | 68 | 67 | 67 | 202 | 26 | 26 | 26 | 78 |
Corporate general and administrative | 1,423 | 1,734 | 2,068 | 5,225 | 2,678 | 1,147 | 2,200 | 6,025 |
Corporate stock based compensation | 655 | 799 | 953 | 2,407 | 1,338 | 573 | 1,099 | 3,011 |
Reclamation - amortization/accretion | 28 | 17 | 41 | 86 | 27 | 17 | 40 | 84 |
Mine site expensed exploration | 272 | 778 | 1,150 | 2,200 | 1,214 | 240 | 1,061 | 2,515 |
Capital expenditures sustaining | 17,080 | 1,647 | 13,909 | 32,636 | 14,802 | 1,637 | 1,843 | 18,282 |
All In Sustaining Costs | $47,214 | $1,456 | $32,793 | $81,463 | $44,993 | ($4,823) | $25,816 | $65,986 |
Growth exploration | 10,320 | 7,801 | ||||||
Growth capital expenditures | 7,199 | 1,353 | ||||||
All In Costs | $98,982 | $75,140 |
Year Ended December 31, 2017 | Year Ended December 31, 2016 | |||||||
Guanacevi | Bolanitos | El Cubo | Total | Guanacevi | Bolanitos | El Cubo | Total | |
Throughput tonnes | 321,113 | 446,924 | 511,836 | 1,279,873 | 367,441 | 507,704 | 583,772 | 1,458,917 |
Payable silver ounces | 2,064,382 | 896,869 | 1,842,338 | 4,803,589 | 2,359,519 | 1,010,512 | 1,937,995 | 5,308,026 |
Silver equivalent production (ounces) | 2,421,948 | 2,952,488 | 3,520,877 | 8,895,313 | 2,763,645 | 3,356,617 | 3,618,270 | 9,738,532 |
Sustaining cost per ounce | $22.87 | $1.62 | $17.80 | $16.96 | $19.07 | ($4.77) | $13.32 | $12.43 |
All In costs per ounce | $20.61 | $14.16 |
22 |
Silver co-product cash costs and gold co-product cash costs are measures used by the Company to manage and evaluate operating performance at each of the Companys operating mining units and consolidated group, but do not have a standardized meaning and are disclosed in addition to IFRS measures. The following tables provide a detailed reconciliation of these measures to the Companys cost of sales, as reported in its consolidated financial statements.
Expressed in thousands US dollars | Three Months Ended December 31, 2017 | Three Months Ended December 31, 2016 | ||||||
Guanacevi | Bolanitos | El Cubo | Total | Guanacevi | Bolanitos | El Cubo | Total | |
Direct production costs | $7,805 | $7,707 | $12,887 | $28,399 | $6,207 | $5,959 | $8,878 | $21,044 |
Royalties | 353 | 65 | 85 | 503 | 1,117 | 51 | 48 | 1,216 |
Special mining duty (1) | - | 492 | - | 492 | (408) | (258) | (417) | (1,083) |
Opening finished goods | (2,763) | (325) | (493) | (3,581) | (2,641) | (232) | (179) | (3,052) |
Closing finished goods | 2,942 | 385 | 387 | 3,714 | 3,948 | - | 385 | 4,333 |
Direct production costs | 8,337 | 8,324 | 12,866 | 29,527 | 8,223 | 5,520 | 8,715 | 22,458 |
23 |
Expressed in thousands US dollars | Year Ended December 31, 2017 | Year Ended December 31, 2016 | ||||||
Guanacevi | Bolanitos | El Cubo | Total | Guanacevi | Bolanitos | El Cubo | Total | |
Direct production costs | $33,408 | $28,693 | $41,229 | $103,330 | $27,819 | $28,793 | $45,284 | $101,896 |
Royalties | 1,239 | 228 | 273 | 1,740 | 1,405 | 268 | 275 | 1,948 |
Special mining duty (1) | - | 943 | (99) | 844 | (662) | 531 | 321 | 190 |
Opening finished goods | (3,948) | - | (385) | (4,333) | (1,298) | (619) | (798) | (2,715) |
Finished goods NRV adjustment | 117 | - | - | 117 | - | - | - | - |
Closing finished goods | 2,942 | 385 | 387 | 3,714 | 3,948 | - | 385 | 4,333 |
Direct production costs | 33,758 | 30,249 | 41,405 | 105,412 | 31,212 | 28,973 | 45,467 | 105,652 |
(1) Special mining duty is an EBITDA royalty tax presented as a current income tax in accordance with IFRS.
Quarterly Results and Trends
The following table presents selected financial information for each of the most recent eight quarters:
Table in thousands of U.S. dollars except for | 2017 | 2016 | ||||||
share numbers and per share amounts | ||||||||
Q4 | Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | |
Revenue | $41,640 | $39,782 | $32,636 | $36,441 | $28,650 | $42,066 | $44,510 | $41,541 |
Direct cost | 28,399 | 27,400 | 23,483 | 24,048 | 21,044 | 24,033 | 26,975 | 29,844 |
Royalties | 503 | 457 | 340 | 440 | 1,216 | 247 | 276 | 209 |
Mine operating cash flow | 12,738 | 11,925 | 8,813 | 11,953 | 6,390 | 17,786 | 17,259 | 11,488 |
Share-based compensation | 47 | 63 | 92 | - | - | (208) | 230 | 56 |
Amortization and depletion | 4,804 | 4,394 | 3,271 | 4,113 | 1,893 | 2,761 | 4,144 | 5,154 |
Write down on inventory | - | 166 | - | - | - | - | - | - |
Mine operating earnings (loss) | $7,887 | $7,302 | $5,450 | $7,840 | $4,497 | $15,233 | $12,885 | $6,278 |
Basic earnings (loss) per share | $0.02 | $0.01 | $0.00 | $0.05 | ($0.04) | $0.04 | $0.01 | $0.02 |
Diluted earnings (loss) per share | $0.02 | $0.01 | $0.00 | $0.05 | ($0.04) | $0.04 | $0.01 | $0.02 |
Weighted shares outstanding | 127,486,671 | 127,456,410 | 12,318,926 | 127,095,764 | 126,676,562 | 125,277,591 | 113,236,504 | 104,646,404 |
Net earnings (loss) | $2,669 | $996 | ($16) | $6,035 | ($5,204) | $5,586 | $1,699 | $1,829 |
Amortization and depletion | 4,935 | 4,540 | 3,333 | 4,182 | 1,994 | 2,834 | 4,211 | 5,222 |
Finance costs | 105 | 166 | 208 | 236 | 246 | 345 | 294 | 287 |
Current income tax | 2,924 | 882 | 545 | 299 | 132 | 2,732 | 3,480 | 1,411 |
Deferred income tax | (3,737) | (510) | (403) | (1,797) | 991 | (693) | 459 | (103) |
EBITDA | $6,896 | $6,074 | $3,667 | $8,955 | ($1,841) | $10,804 | $10,143 | $8,646 |
24 |
The following table presents selected production information for each of the most recent eight quarters
Highlights | 2017 | 2016 | ||||||
Q4 | Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | |
Processed tonnes | 349,924 | 322,784 | 303,943 | 303,222 | 317,555 | 355,611 | 377,198 | 408,553 |
Guanaceví | 83,881 | 74,649 | 74,984 | 87,599 | 87,850 | 82,059 | 98,756 | 98,776 |
Bolañitos | 124,172 | 114,526 | 113,875 | 94,351 | 101,568 | 132,686 | 136,322 | 137,128 |
El Cubo | 141,871 | 133,609 | 115,084 | 121,272 | 128,137 | 140,866 | 142,120 | 172,649 |
Silver ounces | 1,436,962 | 1,262,064 | 1,143,788 | 1,076,974 | 1,088,845 | 1,284,646 | 1,551,851 | 1,510,065 |
Guanaceví | 544,117 | 522,907 | 468,741 | 530,683 | 540,708 | 542,385 | 629,221 | 651,731 |
Bolañitos | 280,712 | 253,787 | 231,016 | 168,723 | 185,813 | 255,350 | 276,885 | 334,569 |
El Cubo | 612,133 | 485,370 | 444,031 | 377,568 | 362,324 | 486,911 | 645,745 | 523,765 |
Silver grade | 152 | 144 | 135 | 126 | 123 | 133 | 148 | 137 |
Guanaceví | 241 | 250 | 219 | 213 | 211 | 235 | 232 | 249 |
Bolañitos | 86 | 85 | 78 | 66 | 71 | 76 | 80 | 94 |
El Cubo | 157 | 135 | 137 | 111 | 103 | 128 | 156 | 108 |
Silver recovery | 84.1 | 84.5 | 86.6 | 87.4 | 87.0 | 84.3 | 86.2 | 83.7 |
Guanaceví | 83.7 | 87.2 | 88.8 | 88.5 | 90.7 | 87.5 | 85.4 | 82.4 |
Bolañitos | 81.8 | 81.1 | 80.9 | 84.3 | 80.1 | 78.8 | 79.0 | 80.7 |
El Cubo | 85.5 | 83.7 | 87.6 | 87.2 | 85.4 | 84.0 | 90.6 | 87.4 |
Gold ounces | 14,577 | 13,648 | 13,058 | 11,724 | 11,402 | 14,364 | 15,649 | 15,960 |
Guanaceví | 1,245 | 1,224 | 1,079 | 1,192 | 1,232 | 1,163 | 1,365 | 1,568 |
Bolañitos | 7,204 | 6,523 | 6,965 | 6,218 | 5,926 | 7,875 | 8,470 | 8,449 |
El Cubo | 6,128 | 5,901 | 5,014 | 4,314 | 4,244 | 5,326 | 5,814 | 5,943 |
Gold grade | 1.56 | 1.58 | 1.58 | 1.41 | 1.35 | 1.55 | 1.58 | 1.50 |
Guanaceví | 0.54 | 0.57 | 0.50 | 0.49 | 0.49 | 0.51 | 0.49 | 0.56 |
Bolañitos | 2.18 | 2.15 | 2.27 | 2.40 | 2.22 | 2.30 | 2.38 | 2.33 |
El Cubo | 1.61 | 1.65 | 1.6 | 1.31 | 1.24 | 1.46 | 1.56 | 1.38 |
Gold recovery | 83.3 | 83.4 | 84.6 | 85.2 | 83.0 | 80.8 | 81.9 | 81.0 |
Guanaceví | 85.5 | 89.5 | 89.5 | 86.4 | 89.0 | 86.4 | 87.7 | 88.5 |
Bolañitos | 82.8 | 82.4 | 83.8 | 85.4 | 81.7 | 80.3 | 81.2 | 82.2 |
El Cubo | 83.4 | 83.3 | 84.7 | 84.5 | 83.1 | 80.5 | 81.6 | 77.6 |
Cash costs per oz | $7.97 | $8.11 | $8.36 | $7.81 | $9.39 | $5.27 | $5.37 | $7.63 |
Guanaceví | $12.39 | $13.68 | $14.94 | $12.85 | $12.66 | $11.12 | $10.82 | $8.09 |
Bolañitos | ($2.73) | ($0.52) | ($4.78) | ($10.28) | ($4.87) | ($15.17) | ($7.08) | ($6.20) |
El Cubo | $8.78 | $6.37 | $7.95 | $8.52 | $11.65 | $9.16 | $5.21 | $15.87 |
Total cost per oz (1) | $11.38 | $11.74 | $12.02 | $11.62 | $11.31 | $7.28 | $8.30 | $10.95 |
Guanaceví | $19.92 | $20.48 | $21.63 | $18.94 | $15.84 | $14.15 | $13.87 | $11.01 |
Bolañitos | ($1.47) | $1.81 | ($2.07) | ($7.43) | ($3.59) | ($13.20) | ($1.67) | ($0.67) |
El Cubo | $9.38 | $7.13 | $8.78 | $9.44 | $11.92 | $9.99 | $6.97 | $18.29 |
AISC per oz | $12.70 | $11.74 | $20.46 | $18.24 | $20.11 | $11.47 | $10.53 | $11.12 |
Guanaceví | $17.57 | $23.47 | $27.40 | $23.78 | $26.74 | $21.53 | $20.11 | $12.95 |
Bolañitos | $1.01 | $3.96 | $3.61 | ($3.82) | $1.02 | ($11.16) | ($4.25) | ($3.55) |
El Cubo | $13.56 | $17.95 | $21.60 | $20.00 | $19.62 | $11.60 | $7.20 | $18.11 |
Costs per tonne | $84.38 | $84.81 | $84.01 | $75.77 | $70.72 | $71.18 | $73.01 | $74.26 |
Guanaceví | $99.39 | $117.15 | $111.42 | $94.99 | $93.60 | $93.24 | $83.38 | $71.92 |
Bolañitos | $67.04 | $71.52 | $66.60 | $65.18 | $54.35 | $49.03 | $63.94 | $60.03 |
El Cubo | $90.69 | $78.13 | $83.38 | $70.12 | $68.01 | $79.20 | $74.51 | $86.91 |
(1) Total Production Cost per ounce
25 |
Key Economic Trends
Precious Metal Price Trends
The prices of silver and gold are the largest single factor in determining profitability and cash flow from operations, therefore, the financial performance of the Company has been, and is expected to continue to be, closely linked to the prices of silver and gold. During Q4, 2017, the average price of silver was $16.73 per ounce, with silver trading between $15.71 and $17.41 per ounce based on the London Fix silver price. This compares to an average of $17.19 per ounce during Q4, 2016, with a low of $15.74 and a high of $19.18 per ounce. During Q4, 2017, the Company realized an average price of $16.84 per silver ounce compared with $17.03 for the corresponding period in 2016.
During Q4, 2017, the average price of gold was $1,276 per ounce, with gold trading between $1,241 and $1,303 per ounce based on the London Fix PM gold price. This compares to an average of $1,222 per ounce during Q4, 2016, with a low of $1,126 and a high of $1,313 per ounce. During Q4, 2017, the Company realized an average price of $1,288 per ounce compared with $1,139 for the corresponding period in 2016.
During 2017, the average price of silver was $17.05 per ounce, with silver trading between a range of $15.22 and $18.56 per ounce based on the London Fix silver price. This compares to an average of $17.14 per ounce during 2016, with a low of $13.58 and a high of $20.71 per ounce. During 2017, the Company realized an average price of $17.24 per ounce compared with $16.84 for 2016.
During 2017, the average price of gold was $1,257 per ounce, with gold trading between a range of $1,146 and $1,346 per ounce based on the London Fix PM gold price. This compares to an average of $1,251 per ounce during 2016, with a low of $1,077 and a high of $1,366 per ounce. During 2017, the Company realized an average price of $1,285 per ounce compared with $1,253 for 2016.
The major influences on precious metals prices from Q3, 2014 to January 2016 included weaker investment demand, selling from precious metal exchange traded funds, as well as strong U.S. equity and bond markets that pulled investments from other asset classes, including precious metals. In addition, precious metal prices were also affected by an expectation of improving economic conditions, which led to the reduction of the U.S. Federal Reserves quantitative easing program in 2014 and the anticipation of rising borrowing rates over the past two years. From February 2016, supply concerns, prevailing low to negative interest rates and political uncertainty led to renewed investment demand in precious metals. However, nearing the end of 2016, the U.S. election results revived sentiment in favour of the U.S. economy and U.S. dollar, resulting in both silver and gold prices depreciating against the U.S. currency. In 2017, management believes that investor uncertainty surrounding the effect of the U.S. administrations policies, particularly escalating signals of implementing tariffs, led to renewed interest in precious metals.
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Currency Fluctuations
The Companys
operations are located in Mexico and therefore a significant portion of
operating costs and capital expenditures are denominated in Mexican pesos. The
Companys corporate activities are based in Vancouver, Canada with the
significant portion of these expenditures being denominated in Canadian dollars.
Generally, as the U.S. dollar strengthens, these currencies weaken, and as the
U.S. dollar weakens, these currencies strengthen.
During Q4, 2017, the Mexican peso resumed depreciation against the U.S. dollar. During Q4, 2017, the average foreign exchange rate was $18.98 Mexican pesos per U.S. dollar, with the peso trading within a range of $18.21 to $19.80. This compares to an average of $19.85 during Q4, 2016, with a range of $18.52 to $20.82 Mexican pesos per U.S. dollar.
During the year ended December 31, 2017, the Mexican peso reversed a long negative trend and significantly appreciated against the U.S. dollar until the fourth quarter. During 2017, the average foreign exchange rate was $18.91 Mexican pesos per U.S. dollar, with the peso trading within a range of $17.50 to $21.92. This compares to an average of $18.68 during the year ended December 31, 2016, with a range of $17.17 to $20.82 Mexican pesos per U.S. dollar. The reversal of the trend in the earlier periods of 2017 is attributed to the correction from the sharp fall during the U.S. election and from rising oil prices.
During Q4, 2017, the Canadian dollar relative to the U.S. dollar appreciated compared to the same period in 2016, with significant appreciation in the third quarter. During Q4, 2017, the average foreign exchange rate was $1.270 Canadian dollar per U.S. dollar, with the Canadian dollar trading within a range of $1.246 and $1.289. This compares to an average of $1.3348 during Q4, 2016, within a range of $1.3097 and $1.3570 Canadian dollar per U.S. dollar.
During 2017, the Canadian dollar appreciated relative to the U.S. dollar. During 2017, the average foreign exchange rate was $1.298 Canadian dollar per U.S. dollar, with the Canadian dollar trading within a range of $1.211 and $1.374. This compares to an average of $1.3251 during 2016, with a range of $1.2533 and $1.4602 U.S. dollar per Canadian dollar.
27 |
Cost Trends
The Companys profitability is subject to industry wide cost pressures on development and operating costs with respect to labour, energy, consumables and capital expenditures. Underground mining is labour intensive and approximately 33% of the Companys production costs are directly tied to labour. In order to mitigate the impact of higher labour and consumable costs, the Company focuses on continuous improvement by promoting more efficient use of materials and supplies and by pursuing more advantageous pricing while increasing performance and without compromising operational integrity.
2018 Outlook
Production
In 2018, silver equivalent production is
expected to increase by 20% compared to 2017. The Company plans higher silver
and gold production at all three existing mines and initial production from the
new fourth mine at El Compas by the end of March 2018 with commercial production
scheduled for the end of July 2018.
With planned higher production, cash costs and all-in sustaining costs are expected to decline in 2018 compared to the revised guidance in 2017. The total capital budget in 2018 will increase from 2017 due to the development of the new El Compas mine, and two new high grade orebodies at Guanaceví, whereas the exploration budget will decrease as the Companys focus shifts towards development.
Silver production is anticipated to be in the range of 5.8 -6.4 million ounces and gold production is expected be in the 58,000-64,000 oz range. Silver equivalent production is anticipated to be 10.2 -11.2 million ounces using a 75:1 silver:gold ratio , as shown in the table below.
At Guanaceví, mine performance should continue to improve over the course of 2018. After resolving several operational issues in 2017, management recently launched a seven month mine-site training program aimed at significantly improving workforce productivity and cutting costs. Plant throughput should rise from the 900 tpd in Q4, 2017 to 1,050 tpd in Q4, 2018 averaging 1,000 tpd in 2018. Two new orebodies at Milache and SCS are being developed to commence production before year-end in order to reduce the onus on Porvenir Norte and Santa Cruz and increase operational flexibility.
28 |
At Bolañitos, steady mine production and plant throughput are expected at 1,200 tpd (similar to 2017), primarily from the LL-Asunción and Plateros vein orebodies plus some historic mine fill. Silver grades are expected to be higher than 2017 but gold grades will be lower. Improvement in metal recoveries is expected due to modifications in the flotation circuit implemented late last year.
At El Cubo, mine production and plant throughput are also expected to remain steady at 1,400 tpd from the V-Asunción, Dolores, and San Nicolas veins. Ore grades should increase considerably as a higher grade area of the V-Asuncion orebody is scheduled for mining this year. Metal recoveries should rise incrementally after modifications to the flotation circuit late last year.
Mine | Ag (M oz) | Au (K oz) | Ag Eq (M oz) | Tonnes/Day |
(tpd) | ||||
Guanaceví | 2.2-2.5 | 5.0-5.5 | 2.6-2.9 | 900-1,050 |
Bolañitos | 1.0-1.1 | 23.5-25.5 | 2.8-3.0 | 1,100-1,250 |
El Cubo | 2.5-2.7 | 22.5-24.5 | 4.2-4.5 | 1,300-1,450 |
El Compas | 0.1-0.1 | 7.0-8.5 | 0.6-0.8 | 0-250 |
Total | 5.8-6.4 | 58.0-64.0 | 10.2-11.2 | 3,300-4,000 |
Operating Costs
Cash costs, net of gold by-product
credits, are expected to be $6.00 -$7.00 per oz of silver produced in 2018.
Consolidated cash costs expressed on a co-product basis are anticipated to be
$10.00 -$11.00 per oz silver and $750-$800 per oz gold.
All-in sustaining costs (AISC), net of gold by-product credits, in accordance with the World Gold Council standard, are estimated to be $15.00 -$16.00 per oz of silver produced in 2018 reflecting new investments in exploration and development programs. When non-cash items such as stock-based compensation are excluded, AISC is budgeted to be in the $14.50 -$15.50 range. If the investment to develop the SCS and Milache ore bodies into production at Guanaceví was excluded, AISC would decrease by $2.00 per oz to $13.00 -$14.00 per oz.
On a co-product basis, AISC are anticipated to be $15.50 -$16.00 per oz silver and $1,150-$1,200 per oz gold. Direct operating costs are estimated to be in the range of $80-$85 per tonne.
Management has assumed a $17 per oz silver price, $1,275 per oz gold price, and 19:1 Mexican peso per US dollar exchange rate for its 2018 cost estimates.
Capital Investments
In 2018, Endeavour plans to
invest $48.4 million on capital projects including $41.1 million in sustaining
capital at three currently operating mines and $7.3 million in growth capital at
two development projects (including the El Compas project). At managements
assumed metal prices, the sustaining capital investments will be covered by
operating cash flow.
Growth capital of $7.2 million is budgeted to complete the construction and commissioning of the El Compas project to commercial production.
At Guanaceví, a capital budget of $25.9 million is planned for 2018, including sustaining capital of $10.3 million to develop 9.2 kilometres of mine access at the North Porvenir and Santa Cruz mines. Additionally, $7.7 million and $5.6 million are budgeted for the development of the Milache and SCS ore bodies, respectively. An additional $2.3 million is planned to support site infrastructure, including plant equipment, office equipment and building improvements.
At Bolañitos, a capital budget of $2.6 million is planned for 2018, including $0.5 million on mine development to access resources in LL-Asunción and Plateros veins, plus mineralized fill from historic stopes not included in resources. An additional $2.1 million is planned to support site infrastructure, including mobile equipment, plant equipment, office equipment and building improvements.
29 |
At El Cubo, a capital budget of $12.6 million is planned for 2018, including 5.9 kilometres of mine development for $7.6 million, $2.0 million for refurbishment of underground mobile equipment, $1.8 million to increase the capacity of the tailings facility and an additional $1.2 million for site infrastructure, including vehicles, plant equipment, office equipment and building improvements.
In 2017, the Company received government environmental permits to build the Terronera mine and plant however, the Company still awaits receipt of the dumps and tailings permits. Upon receipt of the final permits currently anticipated in Q2, 2018, and assuming a positive production decision and appropriate financing, the 2018 growth capital budget will be amended accordingly.
Exploration Expenditures
In 2018, the Company plans
to drill 44,000 metres and spend $11.1 million on brownfields and greenfields
exploration, development engineering, and land payments across its portfolio of
properties. At the three existing mines, 17,000 metres of core drilling are
planned at a cost of $2.8 million. At the exploration and development projects,
expenditures of $8.3 million are planned to drill 27,300 metres, to advance
engineering studies and meet property holding obligations.
At El Compas, 6,600 metres are planned to be drilled for $1.0 million primarily on the Calicanto concessions. The 2018 drilling is to further test the new zones of high grade mineralization within the Misie-Karla-Karla HW and Calicanto veins discovered in 2017.
At Terronera, $1.7 million is budgeted to complete an updated PFS and a 6,600 metre drill program. The 2018 drilling will focus on extending mineralization in the Terronera vein to the southeast of the current resource, plus testing other known mineralized veins.
At Parral, $2.2 million is budgeted for drilling 12,000 metres to extend historic and new resource areas and complete a PEA.
In Chile, the Company has budgeted for a 3,000 metre drill program on one property to explore for bulk tonnage silver-lead-zinc manto mineralization.
30 |
Project | 2018 Activity | Drill Metres | Expenditures |
Guanaceví | Drilling | 6,600 | $0.8 million |
Bolañitos | Drilling | 5,400 | $1.0 million |
El Cubo | Drilling | 5,000 | $1.0 million |
El Compas | Drilling | 6,600 | $1.0 million |
Terronera | Drilling/Update PFS | 5,400 | $1.2 million |
Parral | Drilling/PEA | 12,000 | $2.2 million |
Guadalupe y Calvo | Mapping | - | $0.2 million |
Chile | Drilling | 3,000 | $1.3 million |
Mexico | Holding Costs/Land Payment | - | $2.4 million |
Total | 44,000 | $11.1 million |
Liquidity and Capital Resources
Cash and cash equivalents decreased from $72.3 million at December 31, 2016 to $39.3 million at December 31, 2017, with the credit facility fully repaid and terminated. The Company had working capital of $66.2 million at December 31, 2017 (December 31, 2016 - $81.6 million). The $15.4 million decrease in working capital is due to the Companys re-investment into the long-term future of its mines, offset by cash generated from operating activities.
Operating activities generated cash of $15.6 million during 2017 compared to $23.0 million of cash during the same period in 2016. The significant non-cash adjustments to the net income of $9.7 million were amortization and depletion of $17.0 million, share-based compensation of $2.9 million, finance costs of $0.7 million, a deferred income tax recovery of $6.4 million, an unrealized foreign exchange gain of $0.4 million and a change in non-cash working capital of $8.0 million. The change in non-cash working capital was primarily due to an increase in accounts receivable, with normal fluctuations in other working capital items.
The Companys Mexican subsidiaries pay value added tax, Impuesto al Valor Agregado (IVA), on the purchase and sale of goods and services. The net amount paid is recoverable but is subject to review and assessment by the tax authorities. The Company regularly files the required IVA returns and all supporting documentation with the tax authorities, however, the Company has been advised that certain IVA amounts receivable from the tax authorities are being withheld pending completion of the authorities audit of certain of the Companys third-party suppliers. Under Mexican law the Company has legal rights to those IVA refunds and the results of the third party audits should have no impact on refunds. A smaller portion of IVA refund requests are from time to time improperly denied based on the alleged lack of compliance of certain formal requirements and information returns by the Companys third-party suppliers. The Company takes necessary legal action on the delayed refunds as well as any improperly denied refunds.
Mangement believes that delays and denials with respect to IVA refunds for Compania Minera del Cubo (El Cubo) and Refinadora Plata Adelante S.A. de C.V. (Guanaceví , ) are improper. At December 31, 2017, El Cubo holds $10.4 million and Guanaceví holds $8.8 million in IVA receivables which the Company and its advisors deem to be recoverable from tax authorities (December 31, 2016 $10.1 million and $3.5 million respectively). The Company is in regular contact with the tax authorities in respect of its IVA filings and believes that the full amount of its IVA receivables will ultimately be received; however, the timing of recovery of these amounts and the nature and extent of any adjustments to the Companys IVA receivables remains uncertain. See Financial Instrument Risk Exposure and Risk Management-Liquidity Risk.
Investing activities during the period used $39.7 million compared to $19.1 million in the same period of 2016. The investments in 2017 primarily relate to mine development at Guanaceví, and El Cubo.
Capital spending totaled $39.8 million in property, plant and equipment during 2017, including $0.5 million property acquisition paid for with common shares. At Guanaceví, the Company invested $18.3 million, with $15.0 million spent on 10.5 kilometres of mine development, $1.8 million on mine equipment, $0.5 million on the plant and tailings dam, $0.6 million on upgrading information technology infrastructure, $0.3 million buildings, and $0.1 million on vehicles.
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At El Cubo, the Company invested $13.9 million, including $10.4 million on 9.2 kilometres of mine development, $2.6 million on mine equipment, $0.7 million on the plant and tailings dam, and $0.2 million on other equipment. At Bolañitos, the Company invested $1.6 million on various equipment. At El Compas, the Company has spent a total of $5.0 million, including $0.9 million for the Calicanto and Veta Grande properties and $0.3 million on concession taxes, $2.5 million on the development and supporting infrastructure of El Compas mine, $1.5 million on the refurbishment of the plant, $0.5 million on office buildings and $0.2 million on vehicles. The Company spent $0.6 million on a new corporate office equipment.
On April 24, 2017, the Company entered into a definitive agreement with Impact Silver Corp. (Impact Silver) to acquire a 100% interest in Impact Silvers Veta Grande properties, located in the Zacatecas state, Mexico The $500,000 consideration for the Veta Grande properties was paid by the issuance on June 5, 2017 of 154,321 common shares of Endeavour at $3.24 per share, being the 10-day volume-weighted average closing price of Endeavours shares on the New York Stock Exchange (NYSE) prior to the date of the agreement.
At December 31, 2017, the Companys credit facility with The Bank of Nova Scotia was fully repaid (December 31, 2016 - $9,000,000). The Company recognized $326,000 of interest expense and $303,000 of deferred financing costs were amortized during the year in finance costs (December 31, 2016 - $697,000).
In 2017, the Company received $0.1 million of proceeds from exercised stock options.
Management of the Company believes that operating cash flow and existing working capital will be sufficient to cover 2018 capital requirements and commitments. The Company is assessing financing alternatives, including equity or debt or a combination of both to fund future growth, including the development of the Terronera project.
As at December 31, 2017, the Companys issued share capital was $450.7 million, representing 127,488,410 common shares, and the Company had options outstanding to purchase 5,792,800 common shares with a weighted average exercise price of CAD$4.00.
Contingencies
Minera Santa Cruz y Garibaldi SA de CV (MSCG), a subsidiary of the Company, received a MXN 238 million assessment on October 12, 2010 by Mexican fiscal authorities for failure to provide the appropriate support for certain expense deductions taken in MSCGs 2006 tax return, failure to provide appropriate support for loans made to MSCG from affiliated companies, and deemed an unrecorded distribution of dividends to shareholders, among other individually immaterial items. MSCG immediately initiated a Nullity action and filed an administrative attachment to dispute the assessment.
In June 2015, the Superior Court ruled in favour of MSCG on a number of the matters under appeal; however, the Superior Court ruled against MSCG for failure to provide appropriate support for certain deductions taken in MSCGs 2006 tax return. In June 2016, the Company received a MXN 122.9 million ($6.2 million) tax assessment based on the June 2015 ruling. The 2016 tax assessment comprised of MXN 41.8 million in taxes owed ($2.1 million), MXN 17.7 million ($0.9 million) in inflationary charges, MXN 40.4 million ($2.0 million) in interest and MXN 23.0 million ($1.2 million) in penalties. The 2016 tax assessment was issued for failure to provide the appropriate support for certain expense deductions taken in MSCGs 2006 tax return, failure to provide appropriate support for loans made to MSCG from affiliated companies. If MSCG agrees to pay the tax assessment, or a lesser settled amount, it is eligible to apply for forgiveness of 100% of the penalties and 50% of the interest.
The Company filed an appeal against the June 2016 tax assessment on the basis that certain items rejected by the courts were included in the new tax assessment and a number of deficiencies exist within the assessment. Since issuance of the assessment interest charges of MXN 5.6 million ($0.3 million) and inflationary charges of MXN 8.5 million ($0.4 million) has accumulated.
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Included in the Companys consolidated financial statements, are net assets of $595,000, including $42,000 in cash, held by MSCG. Following the Tax Courts rulings, MSCG has been in discussions with the tax authorities with regards to the shortfall of assets within MSCG to settle its estimated tax liability. An alternative settlement option would be to transfer the shares and assets of MSCG to the tax authorities. As of December 31, 2017, the Company recognized an allowance for transferring the shares and assets of MSCG amounting to $595,000. The Company is currently assessing MSCGs settlement options based on ongoing court proceedings and discussion with the tax authorities.
On acquisition of the El Cubo operation, under the terms of the acquired Las Torres lease, the Company was required to provide financial guarantees to the owner of the Las Torres Facility as security against any environmental damages. As at December 31, 2017, there was a $1.0 million letter of credit provided by the Company as security to the owner of the Las Torres facility that expires on August 14, 2018.
Capital Requirements
See 2018 Outlook on page 28 for discussion on planned capital and exploration expenditures.
Contractual Obligations
The Company had the following contractual obligations at December 31, 2017:
Payments due by period (in thousands of dollars) | |||||||||||||||
Contractual Obligations | |||||||||||||||
Total | Less than 1 year | 1 - 3 years | 3 - 5 years | More than 5 | |||||||||||
years | |||||||||||||||
Capital Assets purchases | $ | 187 | $ | 187 | $ | - | $ | - | $ | - | |||||
Operating lease | 3,987 | 420 | 881 | 852 | 1,834 | ||||||||||
Other Long-Term Liabilities | 7,982 | - | 7,982 | - | - | ||||||||||
Total | $ | 12,156 | $ | 607 | $ | 8,863 | $ | 852 | $ | 1,834 |
Transactions with Related Parties
The Company shares common administrative services and office space with Canarc Resource Corp. and with Aztec Metals Corp., which are considered related party companies by virtue of Bradford Cooke being a common director. From time to time, Endeavour incurs third-party costs on behalf of the related parties, which are charged on a full cost recovery basis. The charges for these costs totaled $24,000 for the year ended December 31, 2017 (2016 - $43,000). The Company had a $2,000 net receivable related to administration costs outstanding as at December 31, 2017 (2016 $4,000).
During 2017, the Company was charged $60,000 (2016 - $264,000) for legal services by Koffman Kalef LLP, a firm in which the Companys corporate secretary is a partner.
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Financial Assets and Liabilities
As at December 31, 2017, the carrying and fair values of Endeavours financial instruments by category were as follows:
As at December 31, 2017 | As at December 31, 2016 | |||||||||||
Expressed in thousands US dollars | Carrying value | Estimated Fair | Carrying value | Estimated Fair | ||||||||
value | value | |||||||||||
Financial assets: | ||||||||||||
Cash and cash equivalents | $ | 39,277 | $ | 39,277 | $ | 72,317 | $ | 72,317 | ||||
Available for sale assets | 168 | 168 | 85 | 85 | ||||||||
Trade receivables | 8,114 | 8,114 | 6,703 | 6,703 | ||||||||
Other receivables | 25,898 | 25,898 | 18,857 | 18,857 | ||||||||
Total financial assets | $ | 73,457 | $ | 73,457 | $ | 97,962 | $ | 97,962 | ||||
Financial liabilities: | ||||||||||||
Accounts payable and accrued liabiities | $ | 20,822 | $ | 20,822 | $ | 18,229 | $ | 18,229 | ||||
Total financial liabilities | $ | 20,822 | $ | 20,822 | $ | 27,229 | $ | 27,229 |
Fair value hierarchy:
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts and volatility measurements used to value option contracts), or inputs that are derived principally from or corroborated by observable market data or other means. Level 3 inputs are unobservable (supported by no or little market activity). The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.
Financial assets and liabilities measured at fair value on a recurring basis include:
As at December 31, 2017 | ||||||||||||
Expressed in thousands US dollars | Total | Level 1 | Level 2 | Level 3 | ||||||||
Financial assets: | ||||||||||||
Available for sale securities | $ | 168 | $ | 168 | $ | - | $ | - | ||||
Trade receivables | 8,114 | - | 8,114 | - | ||||||||
Total financial assets | $ | 8,282 | $ | 168 | $ | 8,114 | $ | - | ||||
Financial liabilities: | ||||||||||||
Deferred share units | $ | 1,319 | $ | 1,319 | $ | - | $ | - | ||||
Share appreciation rights | 341 | - | 341 | - | ||||||||
Total financial liabilities | $ | 1,660 | $ | 1,319 | $ | 341 | $ | - |
Available for sale securities
The Company holds marketable securities classified as Level 1
in the fair value hierarchy and as available for sale financial assets. The fair
values of available for sale investments are determined based on a market
approach reflecting the closing price of each particular security at the
reporting date. The closing price is a quoted market price obtained from the
stock exchange that is the principal active market for the particular security,
being the market with the greatest volume and level of activity for the assets.
Changes in fair value on available for sale marketable securities are recognized
in other comprehensive income or loss, unless there is objective evidence of
impairment.
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Trade receivables
The trade receivables
consist of receivables from provisional silver and gold sales from the Bolañitos
and El Cubo mine. The fair value of receivables arising from concentrate sales
contracts that contain provisional pricing mechanisms is determined using the
appropriate quoted closing price on the measurement date from the exchange that
is the principal active market for the particular metal. As such, these
receivables, which meet the definition of an embedded derivative, are classified
within Level 2 of the fair value hierarchy.
Deferred share units
The Company has a
Deferred Share Unit (DSU) plan whereby deferred share units may be granted to
independent directors of the Company in lieu of compensation in cash or stock
options. The DSUs vest immediately and are redeemable for cash based on the
market value of the units at the time of a directors retirement. The DSUs are
classified as Level 1 in the fair value hierarchy. The liability is determined
based on a market approach reflecting the closing price of the Companys common
shares at the reporting date. Changes in fair value are recognized in general
and administrative salaries, wages and benefits.
Share appreciation rights
As part of the
Companys bonus program, the Company grants share appreciation rights (SARs)
to its employees in Mexico and Chile. The SARs are subject to vesting conditions
and, when exercised, constitute a cash bonus based on the value of the
appreciation of the Companys common shares between the SARS grant date and the
exercise date.
The SARs are classified as Level 2 in the fair value hierarchy. The liability is valued using a Black-scholes option pricing model. Changes in fair value are recognized in salaries, wages and benefits.
Financial Instrument Risk Exposure and Risk Management
The Company is exposed in varying degrees to a variety of financial
instrument related risks. The Board approves and monitors the risk management
process. The types of risk exposure and the way in which such exposure is
managed is provided as follows:
Credit Risk
The Company is exposed to credit risk on
its bank accounts, investments and accounts receivable. Credit risk exposure on
bank accounts and short-term investments is limited through maintaining the
Companys balances with high-credit quality financial institutions, maintaining
investment policies, assessing institutional exposure and continual discussion
with external advisors. Value added tax receivables are generated on the
purchase of supplies and services to produce silver, which are refundable from
the Mexican government. Trade receivables are generated on the sale of
concentrate inventory to reputable metal traders.
Liquidity Risk
The Company ensures that there is
sufficient capital in order to meet short-term business requirements. The
Companys policy is to invest cash at floating rates of interest, while cash
reserves are to be maintained in cash equivalents in order to maintain liquidity
after taking into account the Companys holdings of cash equivalents, money
market investments, marketable securities, receivables and available cash under
the Credit Facility. The Company believes that these sources, operating cash
flow and its policies will be sufficient to cover expected short-term cash
requirements and commitments.
The Companys Mexican subsidiaries pay value added tax,IVA, on the purchase and sale of goods and services. The net amount paid is recoverable but is subject to review and assessment by the tax authorities. The Company regularly files the required IVA returns and all supporting documentation with the tax authorities, however, the Company has been advised that certain IVA amounts receivable from the tax authorities are being withheld pending completion of the authorities audit of certain of the Companys third-party suppliers. Under Mexican law the Company has legal rights to those IVA refunds and the results of the third party audits should have no impact on refunds. A smaller portion of IVA refund requests are from time to time improperly denied based on the alleged lack of compliance of certain formal requirements and information returns by the Companys third-party suppliers. The Company takes necessary legal action on the delayed refunds as well as any improperly denied refunds.
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Management believes that delays and denials with respect to IVA refunds for El Cubo and Guanaceví are improper. At December 31, 2017, El Cubo holds $10.4 million and Guanaceví holds $8.8 million in IVA receivables which the Company and its advisors deem to be recoverable from tax authorities. The Company is in regular contact with the tax authorities in respect of its IVA filings and believes that the full amount of its IVA receivables will ultimately be received; however the timing of recovery of these amounts and the nature and extent of any adjustments to the Companys IVA receivables remains uncertain.
Market Risk
The significant market risk exposures to
which the Company is exposed are foreign currency risk, interest rate risk, and
commodity price risk.
Foreign Currency Risk The Companys operations in Mexico and Canada make it subject to foreign currency fluctuations. Certain of the Companys operating expenses are incurred in Mexican pesos and Canadian dollars; therefore, the fluctuation of the U.S. dollar in relation to these currencies will consequently have an impact upon the profitability of the Company and may also affect the value of the Companys assets and the amount of shareholders equity. The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks.
Interest Rate Risk In respect of financial assets, the Companys policy is to invest cash at floating rates of interest and cash reserves are to be maintained in cash equivalents in order to maintain liquidity. Fluctuations in interest rates impact the value of cash equivalents.
Commodity Price Risk Gold and silver prices have historically fluctuated significantly and are affected by numerous factors outside of the Companys control, including, but not limited to, industrial and retail demand, central bank lending, forward sales by producers and speculators, levels of worldwide production, short-term changes in supply and demand because of speculative hedging activities and certain other factors. The Company has not engaged in any hedging activities, other than short-term metal derivative transactions less than 90 days, to reduce its exposure to commodity price risk. At December 31, 2017, there are 314,279 oz of silver and 3,621 oz of gold, which do not have a final settlement price and the estimated revenues have been recognized at current market prices. As at December 31, 2017, with other variables unchanged, a 10% decrease in the market value of silver and gold would result in a reduction of revenue of $1.0 million.
Outstanding Share Data
As of February 22, 2018, the Company had the following securities issued and outstanding:
| 127,488,410 common shares | |
|
5,792,800 common shares issuable under stock options with a weighted average exercise price of CAD$4.00 per share expiring between November 8, 2017 and May 4, 2022. |
The Company considers the items included in the consolidated statement of shareholders equity as capital. The Companys objective when managing capital is to safeguard its ability to continue as a going concern so that it can continue to provide returns for shareholders and benefits for other stakeholders. The Company manages the capital structure and makes adjustments to 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 through private placements, prospectus offerings, convertible debentures, asset acquisitions or return capital to shareholders. The Company is not subject to externally imposed capital requirements.
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Changes in Accounting Policies and Critical Accounting Estimates
Accounting standards adopted during the period:
Amendments to IAS 7, Statement of Cash Flows (IAS 7)
On January 7, 2016, the IASB issued amendments to IAS 7. The amendments
apply prospectively for annual periods beginning on or after January 1, 2017
with early adoption permitted. The amendments require disclosures that enable
users of financial statements to evaluate changes in liabilities arising from
financing activities, including both changes arising from cash flow and non-cash
changes. The Company adopted these amendments in its financial statements for
the annual period beginning on January 1, 2017 with no material impact on the
financial statements
Amendments to IAS 12, Income Taxes (IAS 12)
On
January 19, 2016, the IASB issued amendments to IAS 12. The amendments apply
retrospectively for annual periods beginning on or after January 1, 2017. The
amendments clarify that the existence of a deductible temporary difference
depends solely on a comparison of the carrying amount of an asset and its tax
basis at the end of the reporting period and is not affected by possible future
changes in the carrying amount or expected manner of recovery of the asset. The
amendments also clarify the methodology to determine future income tax profits
used for assessing the utilization of deductible temporary differences. The
Company adopted these amendments in its financial statements for the annual
period beginning on January 1, 2017 with no material impact on the financial
statements.
Changes in IFRS not yet adopted:
New standards and amendments have been proposed; however, they do not impact the condensed consolidated interim financial statements and are not anticipated to impact the Companys annual consolidated financial statements. The nature and impact of each new standard and amendment applicable to the Company are described below:
Amendments to IFRS 2, Share-based Payment (IFRS 2)
On June 20, 2016, the IASB issued amendments to IFRS 2 clarifying how to
account for certain types of share-based payment transactions. The amendments
provide requirements on the accounting for: the effects of vesting and
non-vesting conditions on the measurement of cash-settled share-based payments;
share-based transactions with a net settlement feature for withholding tax
obligations; and a modification to the terms and conditions of a share-based
payment that changes the classification of a transaction from cash-settled to
equity settled.
The amendments apply for annual periods beginning on or after January 1, 2018. As a practical simplification, the amendments can be applied prospectively. Retrospective, or early, application is permitted if information is available without the use of hindsight. The Company intends to adopt the amendments to IFRS 2 effective January 1, 2018 on a prospective basis. The Company has completed qualitative and quantitative assessments and have determined the adoption will not have a material impact on the consolidated financial statements.
IFRS 9 Financial Instruments (IFRS 9)
In November
2009, the IASB issued IFRS 9 as the first step in its project to replace IAS 39,
Financial Instruments: Recognition and Measurement. On July 24, 2014 the IASB
issued the complete IFRS 9. IFRS 9 retains but simplifies the mixed measurement
model and establishes two primary measurement categories for financial assets:
amortized cost and fair value. The basis of classification depends on an
entitys business model and the contractual cash flows of the financial
asset.
Classification is made at the time the financial asset is initially recognized, namely when the entity becomes a party to the contractual provisions of the instrument.
IFRS 9 amends some of the requirements of IFRS 7, Financial Instruments: Disclosures, including added disclosures about investments in equity instruments measured at fair value in other comprehensive income, and guidance on the measurement of financial liabilities and de-recognition of financial instruments. The mandatory effective date of IFRS 9 is for annual periods beginning on or after January 1, 2018 with early adoption permitted, and must be applied retrospectively with some exemptions permitted.
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The Company intends to adopt IFRS 9 effective January 1, 2018. The Company has completed qualitative and quantitative assessments and has determined the adoption will have a material impact on the consolidated financial statements.
IFRS 15, Revenue from Contracts with Customers (IFRS 15)
On May 28, 2014, the IASB issued IFRS 15. The new standard is effective
for annual periods beginning on or after January 1, 2018 with early adoption
permitted. IFRS 15 will replace IAS 11 Construction Contracts, IAS 18 Revenue,
IFRIC 13 Customer Loyalty Programmes, IFRIC 15 Agreements for the Construction
of Real Estate, IFRIC 18 Transfer of Assets from Customers and SIC 31 Revenue
Barter Transactions Involving Advertising Services.
The standard contains a single model that applies to contracts with customers and two approaches to recognizing revenue: at a point in time or over time. The model features a contract-based five-step analysis of transactions to determine whether, how much and when revenue is recognized. New estimates and judgmental thresholds have also been introduced, which may affect the amount and/or timing of revenue recognized.
On April 12, 2016 the IASB issued Clarifications to IFRS 15, Revenue from Contracts with Customers, which is effective at the same time as IFRS 15. The clarifications to IFRS 15 provide additional guidance with respect to the five-step analysis, transition, and the application of the standard to licenses of intellectual property.
The Company intends to adopt IFRS 15 and the clarifications in its consolidated financial statements for the annual period beginning on January 1, 2018. The Company has completed qualitative and quantitative assessments and has determined the adoption will not have a material impact on the consolidated financial statements.
IFRS 16, Leases (IFRS 16)
On January 13, 2016, the
IASB published a new standard, IFRS 16, Leases, eliminating the current dual
accounting model for lessees, which distinguishes between on-balance sheet
finance leases and off-balance sheet operating leases. Under the new standard, a
lease becomes an on-balance sheet liability that attracts interest, together
with a new right-of-use asset. In addition, lessees will recognize a
front-loaded pattern of expense for most leases, even when cash rentals are
constant. IFRS 16 is effective for annual periods beginning on or after January
1, 2019, with earlier adoption permitted. The Company has begun a preliminary
assessment however, the Company is not able at this time to estimate reasonably
the impact that the amendments will have on the financial statements.
Critical Accounting Estimates
The preparation of financial statements requires the Company to make estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management judgment relate to the determination of mineralized reserves, plant and equipment lives, estimating the fair values of financial instruments and derivatives, impairment of non-current assets, reclamation and rehabilitation provisions, recognition of deferred tax assets, and assumptions used in determining the fair value of share-based compensation.
Determination of ore reserves and resources
Judgements about the amount of product that can be economically and
legally extracted from the Companys properties are made by management using a
range of geological, technical and economic factors, history of conversion of
mineral deposits to proven and probable reserves as well as data regarding
quantities, grades, production techniques, recovery rates,production costs,
commodity prices and exchange rates. This process may require complex and
difficult geological judgements to interpret the data. The Company uses
qualified persons (as defined by the Canadian Securities Administrators
National Instrument 43-101) to compile this data.
Changes in the judgements surrounding proven and probable reserves may impact the carrying value of mineral properties, plant and equipment, reclamation and rehabilitation provisions, recognition of deferred income tax amounts, and depreciation and depletion.
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Reserves are estimates of the amount of product that can be economically and legally extracted from the Companys properties. Estimating the quantity and /or grade of reserves requires the size, shape and depth of ore bodies or fields to be determined by analyzing geological data such as drilling samples. Following this, the quantity of ore that can be extracted in an economical manner is calculated using data regarding the life of mine plans and forecast sales prices (based on current and long-term historical average price trends). Changes in estimates can be the result of actual future production differing from current forecasts of future production, expansion of mineral reserves through exploration activities, differences between estimated and actual costs of mining and differences in the commodity price used in the estimation of mineral reserves
Impairment of Non-Current Assets
Management
periodically reviews the carrying value of its mineral properties with internal
and external mining related professionals. A decision to abandon, reduce or
expand a specific project is based upon many factors including general and
specific assessments of reserves, anticipated future prices, anticipated future
costs of exploring, developing and operating a producing mine, expiration term
and ongoing expense of maintaining leased mineral properties and the period for
properties with unproven reserves. However, properties which have not
demonstrated suitable mineral concentrations at the conclusion of each phase of
an exploration program are re-evaluated to determine if future exploration is
warranted and their carrying values are appropriate.
The recoverable amounts of the Companys CGUs, which include mining properties, plant and equipment and allocated goodwill, if any, are determined on an annual basis and circumstances result in impairment indicators. As at December 31, 2015, the Company determined there were several indicators of potential impairment of its producing mineral properties which included the sustained decline in precious metal prices and updates of the estimated reserves and resources. The recoverable amounts were based on each CGUs future cash flows expected to be derived from the Companys mining properties and represent each CGUs fair value in use. The cash flows were determined based on the life-of-mine after tax cash flow estimate which incorporate managements best estimates of future metal prices, production based on estimates of recoverable reserves and resources, exploration potential, future operating costs and non-expansionary capital expenditures.
As a result of the operational challenges during 2017 and a revised mine plan, the Company tested the recoverability of the Guanaceví CGU as at December 31, 2017, and determined that no additional impairment was required. For previously impaired CGUs any modest decrease in any one key assumption in isolation could cause the estimated recoverable amount to be less than or equal to the net carrying value. Other than timing of production based on the revised mine plans and associated increase in per-unit costs, Managements long- term estimates have not significantly changed from the previous years.
If an area of interest is abandoned or it is determined that its carrying value cannot be supported by future production or sale, the related costs are charged against operations in the period of abandonment or determination that the carrying value exceeds its fair value. The amounts recorded as mineral properties represent costs incurred to date and do not necessarily reflect present or future values.
Achievement of commercial production
Once a mine
reaches the operating levels intended by management, deprecation of capitalized
costs begins. Significant judgement is required to determine when certain of the
Companys assets reach this level. Management considers several factors
including: completion of a reasonable period of commissioning; consistent
operating results achieved at a pre-determined level of design capacity and
indications exist that his level will continue; mineral recoveries at or near
expected levels; and the transfer of operations from development personnel to
operational personnel has been completed.
39 |
Estimation of the amount and timing of reclamation and
rehabilitation costs
Accounting for restoration requires management to
make estimates of the future costs the Company will occur to complete the
reclamation and rehabilitation work required to comply with existing laws,
regulations and agreements in place at each mining operation and any
environmental and social principles the Company is in compliance with. The
calculation of the present value of these costs also includes assumptions
regarding the timing of reclamation and rehabilitation work, applicable
risk-free interest rate for discounting those future cash flows, inflation and
foreign exchange rates and assumptions relating to probabilities of alternative
estimates of future cash flows. Actual costs incurred may differ from those
amounts estimated. Also, future changes to environmental laws and regulations
could increase the extent of reclamation and rehabilitation n work required to
be performed by the Company. Increase in future costs could materially impact
the amounts charged to operations for reclamation and rehabilitation.
Deferred Income Taxes
The Company follows the asset
and liability method of accounting for income taxes. Under this method, future
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases, and losses
carried forward. Future tax assets and liabilities are measured using
substantively enacted or enacted tax rates expected to apply to taxable income
in the years in which those temporary differences are expected to be recovered
or settled. The effect on future tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the substantive
enactment date. Future tax assets are recognized to the extent that they are
considered more likely than not to be realized.
Judgement is required in determining the recognition and measurement of deferred income tax assets and liabilities on the balance sheet. In the normal course of business, the Company is subject to assessment by taxation authorities in various jurisdictions. These authorities may have different interpretations of tax legislation or tax agreements than those applied by the Company in computing current and deferred income taxes. These different interpretations may alter the timing or amounts of taxable income or deductions.
Final taxes payable and receivable are dependent on many factors, including outcomes of tax litigation and resolution of disputes. The resolution of these uncertainties may result in adjustments to the Companys tax assets and liabilities.
Management assesses the likelihood and timing of taxable earnings in future periods in recognizing deferred income tax assets. Estimates of future taxable income is based on forecasted cash flows using life of mine projections and the application of existing tax laws in each jurisdiction.
To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred income tax assets recorded at the balance sheet date could be impacted. In addition, future changes to tax laws could limit the ability of the Company to obtain tax deductions in future periods from deferred income tax assets.
Inventory
In valuing inventories at the lower of
cost and net realizable value, the Company makes estimates in determining the
net realizable price and in quantifying the contained metal in finished goods
and work in progress.
Share-based Compensation
The Company has a stock
option plan and records all share-based compensation for options using the fair
value method. The fair value of each option award is estimated on the date of
the grant using the Black-Scholes option pricing model, with expected volatility
based on historical volatility of the Endeavour common shares. The Company uses
historical data to estimate the term of the option and the risk free rate for
the expected term of the option is based on the Government of Canada yield curve
in effect at the time of the grant.
As part of the Companys bonus program, the Company grants share appreciation rights (SARs) to its employees in Mexico and Chile. The SARs are subject to vesting conditions and, when vested, constitute a cash bonus based on the value of the appreciation of the Companys common shares between the SARs grant date and vesting. The fair value of each SAR award is estimated on the grant date using the Black-Scholes option pricing model, with expected volatility based on historical volatility of the Endeavour common shares. The Company uses historical data to estimate the term of the option and the risk free rate for the expected term of the option is based on the Government of Canada yield curve in effect at the time of the grant.
40 |
The Company has a Performance Share Unit (PSU) plan whereby performance share units may be granted to employees of the Company. Once performance conditions (as determined by the board of directors of the Company) for a grant of PSUs have been met within the specified performance period, a PSU is then vested and redeemable into one common share for no additional consideration. The Company estimates the probability of attainment of the PSU performance conditions, which may vary for each grant of PSUs in the board of directors sole discretion.
Business Combinations
On the acquisition of a
business, the acquisition method of accounting is used, whereby the purchase
consideration is allocated to the identifiable assets, liabilities and
contingent liabilities (identifiable net assets) on the basis of fair value at
the date of acquisition. When the cost of acquisition exceeds the fair values
attributable to the Companys share of identifiable net assets, the difference
is treated as purchased goodwill, which is not amortized but is reviewed for
impairment annually or more frequently where there is an indication of
impairment. If the fair value attributable to the Companys share of the
identifiable net assets exceeds the cost of acquisition, the difference is
immediately recognized in the income statement. Incremental costs related to
acquisitions are expensed as incurred.
Determination of the fair value of assets acquired and liabilities assumed and the resulting goodwill, if any, requires that management make estimates based on the information provided by the acquiree. Changes to the provisional values of assets acquired and liabilities assumed, deferred income taxes and resulting goodwill, if any, will be adjusted when the final measurements are determined (within one year of acquisition date).
When purchase consideration is contingent on future events, the initial cost of the acquisition recorded includes an estimate of the fair value of the contingent amounts expected to be payable in the future. When the fair value of contingent consideration as at the date of acquisition is finalized, before the end of the 12 month measurement period, the adjustment is allocated to the identifiable assets acquired and liabilities assumed. Changes to the estimated fair value of contingent consideration subsequent to the acquisition date are recorded in the consolidated statement of comprehensive income.
RISKS AND UNCERTAINTIES
Besides the risks discussed elsewhere in this MD&A, the following are risks and uncertainties that have affected the Companys financial statements or future performance or that may affect them in the future. See Risk Factors in the Companys Annual Information Form for other risks affecting the Company generally.
Precious and Base Metal Price Fluctuations
The
profitability of the precious metals operations in which the Company has an
interest is significantly affected by changes in the market prices of precious
metals. Prices for precious metals fluctuate on a daily basis, have historically
been subject to wide fluctuations and are affected by numerous factors beyond
the control of the Company such as the level of interest rates, the rate of
inflation, central bank transactions, world supply of the precious metals,
foreign currency exchange rates, international investments, monetary systems,
speculative activities, international economic conditions and political
developments. The exact effect of these factors cannot be accurately predicted,
but the combination of these factors may result in the Company not receiving
adequate returns on invested capital or the investments retaining their
respective values. Declining market prices for these metals could materially
adversely affect the Companys operations and profitability.
Fluctuations in the price of consumed
commodities
Prices and availability of commodities consumed or used
in connection with exploration, development and mining, such as natural gas,
diesel, oil, electricity, cyanide and other re-agents fluctuate affecting the
costs of production at the Companys operations. These fluctuations can be
unpredictable, can occur over short periods of time and may have a materially
adverse impact on the Companys operating costs or the timing and costs of
various projects. The Companys general policy is not to hedge its exposure to
changes in prices of the commodities used in its business.
Foreign Exchange Rate Fluctuations
Operations
in Mexico and Canada are subject to foreign currency exchange fluctuations. The
Company raises its funds through equity issuances which are generally priced in
Canadian dollars or U.S. dollars, and the majority of the exploration costs of
the Company are denominated in U.S. dollars and Mexican pesos. The Company may
suffer losses due to adverse foreign currency fluctuations.
41 |
Operating Hazards and Risks
Mining operations
generally involve a high degree of risk, which even a combination of experience,
knowledge and careful evaluation may not be able to overcome. Operations in
which the Company has a direct or indirect interest will be subject to all the
hazards and risks normally incidental to exploration, development and production
of precious and base metals, any of which could result in work stoppages,
delayed production and resultant losses, increased production costs, asset write
downs, damage to or destruction of mines and other producing facilities, damage
to life and property, environmental damage and possible legal liability for any
or all damages. The Company may become subject to liability for pollution,
cave-ins or hazards against which it cannot insure or against which it may elect
not to insure. Any compensation for such liabilities may have a material,
adverse effect on the Companys financial position. The Companys property,
business interruption and liability insurance may not provide sufficient
coverage for losses related to these or other hazards. Insurance against certain
risks, including certain liabilities for environmental pollution, may not be
available to us or to other companies within the industry at reasonable terms or
at all. In addition, the Companys insurance coverage may not continue to be
available at economically feasible premiums, or at all. Any such event could
have a material adverse effect on the Companys business.
Mining Operations
The capital costs required
by the Companys projects may be significantly higher than anticipated. Capital
and operating costs, production and economic returns, and other estimates
contained in the Companys current technical reports, may differ significantly
from those provided for in future studies and estimates and from management
guidance, and there can be no assurance that the Companys actual capital and
operating costs will not be higher than currently anticipated. In addition,
delays to construction and exploration schedules may negatively impact the net
present value and internal rates of return of the Companys mineral properties
as set forth in the applicable technical report. Similarly, there can be no
assurance that historical rates of production, grades of ore processed, rates of
recoveries or mining cash costs will not experience fluctuations or differ
significantly from current levels over the course of the mining operations
conducted by the Company. In addition, there can be no assurance that the
Company will be able to continue to extend the production from its current
operations through exploration and drilling programs.
Infrastructure
Mining, processing, development
and exploration activities depend, to one degree or another, on adequate
infrastructure. Reliable roads, bridges, power sources and water supply are
important determinants, which affect capital and operating costs. The lack of
availability on acceptable terms or the delay in the availability of any one or
more of these items could prevent or delay exploitation or development of the
Companys projects. If adequate infrastructure is not available in a timely
manner, there can be no assurance that the exploitation or development of the
Companys projects will be commenced or completed on a timely basis, if at all;
the resulting operations will achieve the anticipated production volume, or the
construction costs and ongoing operating costs associated with the exploitation
and/or development of the Companys advanced projects will not be higher than
anticipated. In addition, unusual or infrequent weather phenomena, sabotage,
government or other interference in the maintenance or provision of such
infrastructure could adversely affect the Companys operations and
profitability.
Exploration and Development
There is no
assurance that the Companys exploration and development programs and properties
will result in the discovery, development or production of a commercially viable
ore body or yield new reserves to replace or expand current reserves. The
economics of developing silver, gold and other mineral properties are affected
by many factors, including capital and operating costs, variations of the
tonnage and grade of ore mined, fluctuating mineral markets, and such other
factors as government regulations, including regulations relating to royalties,
allowable production, importing and exporting of minerals and environmental
protection. Depending on the prices of silver, gold or other minerals produced,
the Company may determine that it is impractical to commence or continue
commercial production.
The marketability of any minerals acquired or discovered may be affected by numerous factors which are beyond the Companys control and which cannot be accurately foreseen or predicted, such as market fluctuations, conditions for precious and base metals, the proximity and capacity of milling and smelting facilities, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting minerals and environmental protection. In order to commence exploitation of certain properties presently held under exploration concessions, it is necessary for the Company to apply for an exploitation concession.
42 |
There can be no guarantee that such a concession will be granted. Unsuccessful exploration or development programs could have a material adverse impact on the Companys operations and profitability.
Calculation of Reserves and Resources and Precious Metal
Recoveries
There is a degree of uncertainty attributable to the
calculation and estimation of reserves and resources and their corresponding
metal grades to be mined and recovered. Until reserves or resources are actually
mined and processed, the quantities of mineralization and metal grades must be
considered as estimates only. Any material change in the quantity of mineral
reserves, mineral resources, grades and recoveries may affect the economic
viability of the Companys properties.
Replacement of Reserves and Resources
The
Guanaceví, Bolañitos and El Cubo mines are the Companys current sources of
production. Current life-of-mine plans provide for a defined production life for
mining at the Companys mines. The mines have an expected lives of less than two
years based on current proven and probable reserves and production levels. If
the Companys mineral reserves and resources are not replaced either by the
development or discovery of additional reserves and/or extension of the
life-of-mine at its current operating mines or through the acquisition or
development of an additional producing mine, this could have an adverse impact
on the Companys future cash flows, earnings, financial performance and
financial condition, including as a result of requirements to expend funds for
reclamation and decommissioning.
Integration of New Acquisitions
The positive
effect on the Companys results arising from past and future acquisitions
depends on a variety of factors, including, but not limited to: assimilating the
operations of an acquired business or property in a timely and efficient manner
including the existing work force, union arrangements and existing contracts;
maintaining the Companys financial and strategic focus while integrating the
acquired business or property; implementing uniform standards, controls,
procedures and policies at the acquired business, as appropriate; and to the
extent that the Company makes an acquisition outside of markets in which it has
previously operated, conducting and managing operations in a new operating
environment and under a new regulatory regime where it has no direct
experience.
Past and future business or property acquisitions could place increased pressure on the Companys cash flow if such acquisitions involve cash consideration or the assumption of obligations requiring cash payments. The integration of the Companys existing operations with any acquired business will require significant expenditures of time, attention and funds. Achievement of the benefits expected from consolidation would require the Company to incur significant costs in connection with, among other things, implementing financial and planning systems.
The Company may not be able to integrate the operations of a recently acquired business or restructure the Companys previously existing business operations without encountering difficulties and delays. In addition, this integration may require significant attention from the Companys management team, which may detract attention from the Companys day-to-day operations. Over the short-term, difficulties associated with integration could have a material adverse effect on the Companys business, operating results, financial condition and the price of the Companys common shares. In addition, the acquisition of mineral properties may subject the Company to unforeseen liabilities, including environmental liabilities.
Foreign Operations
The Companys operations
are currently conducted through subsidiaries principally in Mexico and, as such,
its operations are exposed to various levels of political, economic and other
risks and uncertainties which could result in work stoppages, blockades of the
Companys mining operations and appropriation of assets. Some of the Companys
operations are located in areas where Mexican drug cartels operate. These risks
and uncertainties vary from region to region and include, but are not limited
to, terrorism; hostage taking; local drug gang activities; military repression;
expropriation; extreme fluctuations in currency exchange rates; high rates of
inflation; labour unrest; the risks of war or civil unrest; renegotiation or
nullification of existing concessions, licenses, permits and contracts; illegal
mining; changes in taxation policies; restrictions on foreign exchange and
repatriation; and changing political conditions, currency controls and
governmental regulations that favour or require the awarding of contracts to
local contractors or require foreign contractors to employ citizens of, or
purchase supplies from, a particular jurisdiction.
43 |
Local opposition to mine development projects could arise in Mexico, and such opposition could be violent. There can be no assurance that such local opposition will not arise with respect to the Companys Mexican operations. If the Company were to experience resistance or unrest in connection with its Mexican operations, it could have a material adverse effect on its operations and profitability. To the extent the Company acquires mineral properties in other jurisdictions; it may be subject to similar and additional risks with respect to its operations in those jurisdictions.
Government Regulation
The Companys
operations, exploration and development activities are subject to extensive
foreign federal, state and local laws and regulations governing such matters as
environmental protection, management and use of toxic substances and explosives,
management of natural resources, health, exploration and development of mines,
production and post-closure reclamation, safety and labour, mining law reform,
price controls import and export laws, taxation, maintenance of claims, tenure,
government royalties and expropriation of property. The activities of the
Company require licenses and permits from various governmental authorities. The
costs associated with compliance with these laws and regulations are substantial
and possible future laws and regulations, changes to existing laws and
regulations and more stringent enforcement of current laws and regulations by
governmental authorities, could cause additional expenses, capital expenditures,
restrictions on or suspensions of the Companys operations and delays in the
development of its properties. Moreover, these laws and regulations may allow
governmental authorities and private parties to bring lawsuits based upon
damages to property and injury to persons resulting from the environmental,
health and safety practices of the Companys past and current operations, or
possibly even those actions of parties from whom the Company acquired its mines
or properties, and could lead to the imposition of substantial fines, penalties
or other civil or criminal sanctions. The Company retains competent and well
trained individuals and consultants in jurisdictions in which it does business,
however, even with the application of considerable skill the Company may
inadvertently fail to comply with certain laws. Such events can lead to
financial restatements, fines, penalties, and other material negative impacts on
the Company.
Mexican Tax Assessments
As disclosed under
Contingencies, one subsidiary of the Company in Mexico has received a tax
assessment from Mexican fiscal authorities. The Company filed an appeal against
the June 2016 tax assessment on the basis certain items rejected by the courts
were included in the new tax assessment, while a number of deficiencies exist
within the assessment. If the Company is unsuccessful this could negatively
impact the Companys financial position and create difficulties for the Company
in dealing with Mexican fiscal authorities in the future.
Included in the Companys consolidated financial statements, are net assets of $595,000, including $42,000 in cash, held by MSCG. Following the Tax Courts rulings, MSCG is in discussions with the tax authorities with regards to the shortfall of assets within MSCG to settle its estimated tax liability. An alternative settlement option would be to transfer the shares and assets of MSCG to the tax authorities. As of December 31, 2017, the Company recognized an allowance for transferring the shares and assets of MSCG amounting to $595,000. The Company is currently assessing MSCGs settlement options based on on-going court proceedings and discussion with the tax authorities.
Obtaining and Renewing of Government
Permits
In the ordinary course of business, the Company is required
to obtain and renew government permits for the operation and expansion of
existing operations or for the development, construction and commencement of new
operations. Obtaining or renewing the necessary governmental permits is a
complex and time-consuming process involving numerous jurisdictions and possibly
involving public hearings and costly undertakings on the Companys part. Any
unexpected delays or costs associated with the permitting process could delay
the development or impede the operation of a mine, which could adversely impact
the Companys operations and profitability.
44 |
Environmental Factors
All phases of the
Companys operations are subject to environmental regulation in the various
jurisdictions in which it operates. Environmental legislation is evolving in a
manner which will require stricter standards and enforcement, increased fines
and penalties for non-compliance, more stringent environmental assessments of
proposed projects and a heightened degree of responsibility for companies and
their officers, directors and employees. The costs of compliance with changes in
government regulations have the potential to reduce the profitability of future
operations. Environmental hazards that may have been caused by previous or
existing owners or operators may exist on the Companys mineral properties, but
are unknown to the Company at present.
Title to Assets
Although the Company obtains
title opinions for material properties in which it has a material interest,
there is no guarantee that title to such properties will not be challenged or
impugned. If title to the Companys properties is disputed, it may result in the
Company paying substantial costs to settle the dispute or clear title and could
result in the loss of the property, which events may affect the economic
viability of the Company.
Employee Recruitment and Retention
Recruiting
and retaining qualified personnel is critical to the Companys success. As the
Companys business activity grows, the Company will require additional key
financial, administrative and mining personnel as well as additional operations
staff. The Company could experience increases in recruiting and training costs
and decreases in operating efficiency, productivity and profit margins. If the
Company is not able to attract, hire and retain qualified personnel, the
efficiency of the operations could be impaired, which could have an adverse
impact on the Companys future cash flows, earnings, financial performance and
financial condition.
Assurance on Financial Statements
The Company
prepares the financial reports in accordance with accounting policies and
methods prescribed by IFRS. In the preparation of financial reports, management
may need to rely upon assumptions, make estimates or use their best judgment in
determining the financial condition of the Company. Significant accounting
policies and practices are described in more detail in the notes to the annual
consolidated financial statements for the year ended December 31, 2017. In order
to have a reasonable level of assurance that financial transactions are properly
authorized, assets are safeguarded against unauthorized or improper use and
transactions are properly recorded and reported, the Company has implemented and
continues to analyze the internal control systems for financial reporting.
Claims under U.S. Securities Laws
The
enforcement by investors of civil liabilities under the federal securities laws
of the United States may be affected adversely by the fact that the Company is
incorporated under the laws of British Columbia, Canada, that the independent
registered chartered professional accountants who have audited the Companys
financial statements and some or all of the Companys directors and officers may
be residents of Canada or elsewhere, and that all or a substantial portion of
the Companys assets and said persons are located outside the United States. As
a result, it may be difficult for holders of the Companys common shares to
effect service of process within the United States upon people who are not
residents of the United States or to realize in the United States upon judgments
of courts of the United States predicated upon civil liabilities under the
federal securities laws of the United States.
Information Systems and Cyber Security
The
Companys operations depend, in part, upon information technology systems. The
Companys information technology systems are subject to disruption, damage or
failure from a number of sources, including, but not limited to, hacking,
computer viruses, security breaches, natural disasters, power loss, vandalism,
theft and defects in design. Any of these and other events could result in
information technology systems failures, operational delays, production
downtimes, destruction or corruption of data, security breaches or other
manipulation or improper use of our data, systems and networks, any of which
could have adverse effects on the Companys reputation, business, results of
operations, financial condition and share price.
The Companys risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect the Companys systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, the Company may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.
45 |
Controls and Procedures
The Companys officers and
management are responsible for establishing and maintaining disclosure controls
and procedures for the Company. Disclosure controls and procedures are designed
to provide reasonable assurance that material information required to be
disclosed by the Company under securities legislation is recorded, processed,
summarized and reported within the applicable time periods and to ensure that
required information is gathered and communicated to the Companys management,
including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) as
is appropriate to permit timely decisions regarding public disclosure. There are
inherent limitations to the effectiveness of any system of disclosure controls
and procedures. Accordingly, even effective disclosure controls and procedures
can only provide reasonable assurance of achieving their control objectives.
At the end of the period covered by this MD&A, management, including the CEO and CFO, conducted an evaluation of the effectiveness of the Companys disclosure controls and procedures pursuant to National Instrument 52-109 Certification of Disclosure in Issuers Annual and Interim Filings (NI 52-109) and Rule 13a -15(b) of the U.S. Securities Exchange Act of 1934, as amended (the U.S. Exchange Act). Based upon that evaluation, the Companys CEO and CFO have concluded that, as of the end of the period covered by this MD&A, the Companys disclosure controls and procedures were effective to give reasonable assurance that the information required to be disclosed by the Company in reports that it files or submits is (i) recorded, processed, summarized and reported, within the time periods specified under applicable securities legislation in Canada and in the U.S. Securities and Exchange Commissions rules and forms, and (ii) accumulated and communicated to management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Managements Report on Internal Controls over Financial
Reporting
Management is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined in NI 52-109 and
in Rules 13a-15(b) of the U.S. Exchange Act). A companys internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with applicable
generally accepted accounting principles.
A companys internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements. It should be noted that a control system, no matter how well conceived or operated, can only provide reasonable assurance, not absolute assurance, that the objectives of the control system are met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.
Management of the Company, including the CEO and CFO, assessed the effectiveness of the Companys internal control over financial reporting as of December 31, 2017. In making this assessment, management used the criteria set forth in the Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its assessment, management has concluded that, as of December 31, 2017, the Companys internal control over financial reporting is effective. Also, management determined that there were no material weaknesses in the Companys internal control over financial reporting as at December 31, 2017.
Changes in Internal Control over Financial Reporting
Management, including the CEO and CFO, have evaluated the Companys
internal controls over financial reporting to determine whether any changes
occurred during the period that have materially affected, or are reasonably
likely to materially affect, the Companys internal controls over financial
reporting.
There have been no changes in internal control over financial reporting that occurred during the fiscal year ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
46 |
Exhibit 99.5
CERTIFICATION
I, Bradford Cooke, certify that:
1 I have reviewed this annual report on Form 40-F of Endeavour Silver Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4. The issuers other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-5(f) for the issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles;
(c) Evaluated the effectiveness of the issuers disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the issuers internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuers internal control over financial reporting; and
5. The issuers other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuers auditors and the audit committee of the issuers board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuers ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuers internal control over financial reporting.
Date: | February 26, 2018 | By: | /s/ Bradford Cooke |
Bradford Cooke | |||
Chief Executive Officer | |||
(Principal Executive Officer) |
Exhibit 99.6
CERTIFICATION
I, Dan Dickson, certify that:
1 I have reviewed this annual report on Form 40-F of Endeavour Silver Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4. The issuers other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-5(f) for the issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles;
(c) Evaluated the effectiveness of the issuers disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the issuers internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuers internal control over financial reporting; and
5. The issuers other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuers auditors and the audit committee of the issuers board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuers ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuers internal control over financial reporting.
Date: | February 26, 2018 | By: | /s/ Dan Dickson |
Dan Dickson | |||
Chief Financial Officer | |||
(Principal Financial and Accounting Officer) |
Exhibit 99.7
CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED
PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of Endeavour Silver Corp. (the Company) on Form 40-F for the period ended December 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Bradford Cooke, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
February 26, 2018 | /s/ Bradford Cooke | |
Bradford Cooke | ||
Chief Executive Officer | ||
(Principal Executive Officer) |
A signed original of this written statement required by Section 906 has been provided to Endeavour Silver Corp. and will be retained by Endeavour Silver Corp. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 99.8
CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED
PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of Endeavour Silver Corp. (the Company) on Form 40-F for the period ended December 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Dan Dickson, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
February 26, 2018 | /s/ Dan Dickson | |
Dan Dickson | ||
Chief Financial Officer | ||
(Principal Financial and Accounting Officer) |
A signed original of this written statement required by Section 906 has been provided to Endeavour Silver Corp. and will be retained by Endeavour Silver Corp. and furnished to the Securities and Exchange Commission or its staff upon request.
CONSENT of AUTHOR
TO: | British Columbia Securities Commission |
Alberta Securities Commission | |
Financial and Consumer Affairs Authority of Saskatchewan | |
The Manitoba Securities Commission | |
Ontario Securities Commission | |
Autorité des marchés financiers (Quebec) | |
Financial and Consumer Services Commission (New Brunswick) | |
Nova Scotia Securities Commission | |
The Office of the Superintendent of Securities (Prince Edward Island) | |
Office of the Superintendent of Securities (Newfoundland & Labrador) | |
U.S. Securities and Exchange Commission |
Dears Sirs/Mesdames:
Reference is made to the Technical Report titled NI 43 -101 Technical Report Preliminary Feasibility Study for the Terronera Project, Jalisco State, Mexico effective April 3, 2017 and dated the May 18, 2017 (the Technical Report) prepared for Endeavour Silver Corp. (the Company).
I consent to any extracts from or a summary of the Technical Report contained in, or incorporated by reference in, the Annual Information Form dated February 22, 2018, the Companys Short Form Base Shelf Prospectus dated May 3, 2016 and the Prospectus Supplement dated May 5, 2016 thereto, the Annual Report of the Company on Form 40-F dated February 22, 2018 and the Registration Statement on Form F-10 ( File No. 333-210911) of the Company (collectively, the Disclosure Documents).
The undersigned hereby consents to:
(a) |
being named directly or indirectly in the Disclosure Documents; and |
(b) |
the use of the Technical Report and to extracts from or a summary of the Technical Report in the Disclosure Documents or incorporated by reference therein. |
The undersigned hereby confirms that:
(i) |
the undersigned has read the Disclosure Documents, including the extracts from or a summary of the Technical Report in the Disclosure Documents or incorporated by reference therein; and |
(ii) |
the undersigned has no reason to believe that there are any misrepresentations in the information contained in the Disclosure Documents or incorporated by reference therein that is derived from the Technical Report or that is within the undersigneds knowledge as a result of the services performed by the undersigned in connection with the Technical Report. |
CONSENT of AUTHOR
TO: | British Columbia Securities Commission |
Alberta Securities Commission | |
Financial and Consumer Affairs Authority of Saskatchewan | |
The Manitoba Securities Commission | |
Ontario Securities Commission | |
Autorité des marchés financiers (Quebec) | |
Financial and Consumer Services Commission (New Brunswick) | |
Nova Scotia Securities Commission | |
The Office of the Superintendent of Securities (Prince Edward Island) | |
Office of the Superintendent of Securities (Newfoundland & Labrador) | |
U.S. Securities and Exchange Commission |
Dears Sirs/Mesdames:
I consent to the Updated Internal Mineral Reserve and Resource Estimates of the Guanacevi Mine, the Bolanitos Mine and the El Cubo Mine and related information contained in, or incorporated by reference in, the Annual Information Form dated February 22, 2018, the Company’s Short Form Base Shelf Prospectus dated May 3, 2016 and the Prospectus Supplement dated May 5, 2016 thereto, the Annual Report of the Company on Form 40-F dated February 22, 2018, the Registration Statement on Form F-10 (File No. 333-210911) of Endeavour Silver Corp. (collectively the “Disclosure Documents”).
The undersigned hereby consents to:
(a) |
being named directly or indirectly in the Disclosure Documents; and |
The undersigned hereby confirms that:
(i) |
the undersigned has read the Disclosure Documents, including Updated Internal Mineral Reserve and Resource Estimate of the Guanacevi Mine, the Bolanitos Mine and the El Cubo Mine in the Disclosure Documents or incorporated by reference therein; |
(ii) |
the undersigned has no reason to believe that there are any misrepresentations in the information contained in the Disclosure Documents.; |
Dated this 22 nd day of February, 2018
“signature” {signed}CONSENT of AUTHOR
TO: | British Columbia Securities Commission |
Alberta Securities Commission | |
Financial and Consumer Affairs Authority of Saskatchewan | |
The Manitoba Securities Commission | |
Ontario Securities Commission | |
Autorité des marchés financiers (Quebec) | |
Financial and Consumer Services Commission (New Brunswick) | |
Nova Scotia Securities Commission | |
The Office of the Superintendent of Securities (Prince Edward Island) | |
Office of the Superintendent of Securities (Newfoundland & Labrador) | |
U.S. Securities and Exchange Commission |
Dears Sirs/Mesdames:
Reference is made to the Technical Report titled National Instrument 43-101 Technical Report: Updated Mineral Resource and Reserve Estimates for the El Cubo Project, Guanajuato State, Mexico effective December 31, 2016 and dated March 3, 2017 (the "Technical Report") prepared for Endeavour Silver Corp. (the Company).
I consent to any extracts from or a summary of the Technical Report contained in, or incorporated by reference in, the Annual Information Form dated February 22, 2018, the Companys Short Form Base Shelf Prospectus dated May 3, 2016 and the Prospectus Supplement dated May 5, 2016 thereto, the Annual Report of the Company on Form 40-F dated February 22, 2018, the Registration Statement on Form F-10 (File No. 333-210911) of Endeavour Silver Corp. (collectively the Disclosure Documents).
The undersigned hereby consents to:
(a) |
being named directly or indirectly in the Disclosure Documents; and |
(b) |
the use of the Technical Report and to extracts from or a summary of the Technical Report in the Disclosure Documents or incorporated by reference therein. |
The undersigned hereby confirms that:
(i) |
the undersigned has read the Disclosure Documents, including the extracts from or a summary of the Technical Report in the Disclosure Documents or incorporated by reference therein; |
(ii) |
the undersigned has no reason to believe that there are any misrepresentations in the information contained in the Disclosure Documents or incorporated by reference therein that is derived from the Technical Report or that is within the undersigneds knowledge as a result of the services performed by the undersigned in connection with the Technical Report; and |
(iii) |
the Disclosure Documents fairly and accurately represent the information in the sections of the Technical Report for which I am responsible . |
Dated this 22 nd day of February, 2018
2
CONSENT of AUTHOR
TO: | British Columbia Securities Commission |
Alberta Securities Commission | |
Financial and Consumer Affairs Authority of Saskatchewan | |
The Manitoba Securities Commission | |
Ontario Securities Commission | |
Autorité des marchés financiers (Quebec) | |
Financial and Consumer Services Commission (New Brunswick) | |
Nova Scotia Securities Commission | |
The Office of the Superintendent of Securities (Prince Edward Island) | |
Office of the Superintendent of Securities (Newfoundland & Labrador) | |
U.S. Securities and Exchange Commission |
Dears Sirs/Mesdames:
Reference is to the Technical Report titled National Instrument 43-101 Technical Report: Updated Mineral Resource and Reserve Estimates for the Bolanitos Project, Guanajuato State, Mexico effective December 31, 2016 and dated March 3, 2017 (the "Technical Report") prepared for Endeavour Silver Corp. (the Company).
I consent to any extracts from or a summary of the Technical Report contained in, or incorporated by reference in, the Annual Information Form dated February 22, 2018, the Companys Short Form Base Shelf Prospectus dated May 3, 2016 and the Prospectus Supplement dated May 5, 2016 thereto, the Annual Report of the Company on Form 40-F dated February 22, 2018, the Registration Statement on Form F-10 (File No. 333-210911) of Endeavour Silver Corp. (collectively the Disclosure Documents).
The undersigned hereby consents to:
(a) |
being named directly or indirectly in the Disclosure Documents; and |
(b) |
the use of the Technical Report and to extracts from or a summary of the Technical Report in the Disclosure Documents or incorporated by reference therein. |
The undersigned hereby confirms that:
(i) |
the undersigned has read the Disclosure Documents, including the extracts from or a summary of the Technical Report in the Disclosure Documents or incorporated by reference therein; |
(ii) |
the undersigned has no reason to believe that there are any misrepresentations in the information contained in the Disclosure Documents or incorporated by reference therein that is derived from the Technical Report or that is within the undersigneds knowledge as a result of the services performed by the undersigned in connection with the Technical Report; and |
(iii) |
the Disclosure Documents fairly and accurately represent the information in the sections of the Technical Report for which I am responsible . |
Dated this 22 nd day of February, 2018
2
CONSENT of AUTHOR
TO: | British Columbia Securities Commission |
Alberta Securities Commission | |
Financial and Consumer Affairs Authority of Saskatchewan | |
The Manitoba Securities Commission | |
Ontario Securities Commission | |
Autorité des marchés financiers (Quebec) | |
Financial and Consumer Services Commission (New Brunswick) | |
Nova Scotia Securities Commission | |
The Office of the Superintendent of Securities (Prince Edward Island) | |
Office of the Superintendent of Securities (Newfoundland & Labrador) | |
U.S. Securities and Exchange Commission |
Dears Sirs/Mesdames:
Reference is made to the Technical Report titled NI 43-101 Technical Report Updated Resource and Reserve Estimates for the Guanaceví Project, Durango State, Mexico effective December 31, 2016 and dated March 3, 2017 (the "Technical Report") prepared for Endeavour Silver Corp. (the Company). I consent to any extracts from or a summary of the Technical Report contained in, or incorporated by reference in, the Annual Information Form dated February 22, 2018, the Companys Short Form Base Shelf Prospectus dated May 3, 2016 and the Prospectus Supplement dated May 5, 2016 thereto, the Annual Report of the Company on Form 40-F dated February 22, 2018, the Registration Statement on Form F-10 (File No. 333-210911) of Endeavour Silver Corp. (collectively the Disclosure Documents).
The undersigned hereby consents to:
(a) |
being named directly or indirectly in the Disclosure Documents; and |
(b) |
the use of the Technical Report and to extracts from or a summary of the Technical Report in the Disclosure Documents or incorporated by reference therein. |
The undersigned hereby confirms that:
(i) |
the undersigned has read the Disclosure Documents, including the extracts from or a summary of the Technical Report in the Disclosure Documents or incorporated by reference therein; |
(ii) |
the undersigned has no reason to believe that there are any misrepresentations in the information contained in the Disclosure Documents or incorporated by reference therein that is derived from the Technical Report or that is within the undersigneds knowledge as a result of the services performed by the undersigned in connection with the Technical Report; |
Dated this 22 nd day of February, 2018
2
CONSENT of AUTHOR
TO: | British Columbia Securities Commission |
Alberta Securities Commission | |
Financial and Consumer Affairs Authority of Saskatchewan | |
The Manitoba Securities Commission | |
Ontario Securities Commission | |
Autorité des marchés financiers (Quebec) | |
Financial and Consumer Services Commission (New Brunswick) | |
Nova Scotia Securities Commission | |
The Office of the Superintendent of Securities (Prince Edward Island) | |
Office of the Superintendent of Securities (Newfoundland & Labrador) | |
U.S. Securities and Exchange Commission |
Dears Sirs/Mesdames:
Reference is made to the Technical Report titled National Instrument 43-101 Technical Report: Updated Mineral Resource and Reserve Estimates for the El Cubo Project, Guanajuato State, Mexico effective December 31, 2016 and dated March 3, 2017 (the "Technical Report") prepared for Endeavour Silver Corp. (the Company).
I consent to any extracts from or a summary of the Technical Report contained in, or incorporated by reference in, the Annual Information Form dated February 22, 2018, the Companys Short Form Base Shelf Prospectus dated May 3, 2016 and the Prospectus Supplement dated May 5, 2016 thereto, the Annual Report of the Company on Form 40-F dated February 22, 2018, the Registration Statement on Form F-10 (File No. 333-210911) of Endeavour Silver Corp. (collectively the Disclosure Documents).
The undersigned hereby consents to:
(a) |
being named directly or indirectly in the Disclosure Documents; and |
(b) |
the use of the Technical Report and to extracts from or a summary of the Technical Report in the Disclosure Documents or incorporated by reference therein. |
The undersigned hereby confirms that:
(i) |
the undersigned has read the Disclosure Documents, including the extracts from or a summary of the Technical Report in the Disclosure Documents or incorporated by reference therein; |
(ii) |
the undersigned has no reason to believe that there are any misrepresentations in the information contained in the Disclosure Documents or incorporated by reference therein that is derived from the Technical Report or that is within the undersigneds knowledge as a result of the services performed by the undersigned in connection with the Technical Report; and |
(iii) |
the Disclosure Documents fairly and accurately represent the information in the sections of the Technical Report for which I am responsible . |
Dated this 22 nd day of February, 2018
signature {signed and sealed}
____________________
Zachary J. Black, SME-RM
CONSENT of AUTHOR
TO: | British Columbia Securities Commission |
Alberta Securities Commission | |
Financial and Consumer Affairs Authority of Saskatchewan | |
The Manitoba Securities Commission | |
Ontario Securities Commission | |
Autorité des marchés financiers (Quebec) | |
Financial and Consumer Services Commission (New Brunswick) | |
Nova Scotia Securities Commission | |
The Office of the Superintendent of Securities (Prince Edward Island) | |
Office of the Superintendent of Securities (Newfoundland & Labrador) | |
U.S. Securities and Exchange Commission |
Dears Sirs/Mesdames:
Reference is made to the Technical Report titled National Instrument 43-101 Technical Report: Updated Mineral Resource and Reserve Estimates for the Bolanitos Project, Guanajuato State, Mexico effective December 31, 2016 and dated March 3, 2017 (the "Technical Report") prepared for Endeavour Silver Corp. (the Company).
I also consent to any extracts from or a summary of the Technical Report contained in, or incorporated by reference in, the Annual Information Form dated February 22, 2018, the Companys Short Form Base Shelf Prospectus dated May 3, 2016 and the Prospectus Supplement dated May 5, 2016 thereto, the Annual Report of the Company on Form 40-F dated February 22, 2018, the Registration Statement on Form F-10 (File No. 333-210911) of Endeavour Silver Corp. (collectively the Disclosure Documents).
The undersigned hereby consents to:
(a) |
being named directly or indirectly in the Disclosure Documents; and |
(b) |
the use of the Technical Report and to extracts from or a summary of the Technical Report in the Disclosure Documents or incorporated by reference therein. |
The undersigned hereby confirms that:
(i) |
the undersigned has read the Disclosure Documents, including the extracts from or a summary of the Technical Report in the Disclosure Documents or incorporated by reference therein; |
(ii) |
the undersigned has no reason to believe that there are any misrepresentations in the information contained in the Disclosure Documents or incorporated by reference therein that is derived from the Technical Report or that is within the undersigneds knowledge as a result of the services performed by the undersigned in connection with the Technical Report; and |
(iii) |
the Disclosure Documents fairly and accurately represent the information in the sections of the Technical Report for which I am responsible . |
Dated this 22 nd day of February, 2018
signature {signed and sealed}
____________________
Zachary J. Black, SME-RM
2
CONSENT of AUTHOR
TO: | British Columbia Securities Commission |
Alberta Securities Commission | |
Financial and Consumer Affairs Authority of Saskatchewan | |
The Manitoba Securities Commission | |
Ontario Securities Commission | |
Autorité des marchés financiers (Quebec) | |
Financial and Consumer Services Commission (New Brunswick) | |
Nova Scotia Securities Commission | |
The Office of the Superintendent of Securities (Prince Edward Island) | |
Office of the Superintendent of Securities (Newfoundland & Labrador) | |
U.S. Securities and Exchange Commission |
Dears Sirs/Mesdames:
Reference is made to the Technical Report titled NI 43-101 Technical Report Updated Resource and Reserve Estimates for the Guanaceví Project, Durango State, Mexico effective December 31, 2016 and dated March 3, 2017 (the "Technical Report") prepared for Endeavour Silver Corp. (the Company).
I consent to any extracts from or a summary of the Technical Report contained in, or incorporated by reference in, the Annual Information Form dated February 22, 2018, the Companys Short Form Base Shelf Prospectus dated May 3, 2016 and the Prospectus Supplement dated May 5, 2016 thereto, the Annual Report of the Company on Form 40-F dated February 2, 2018, the Registration Statement on Form F-10 (File No. 333-210911) of Endeavour Silver Corp. (collectively the Disclosure Documents).
The undersigned hereby consents to:
(a) |
being named directly or indirectly in the Disclosure Documents; and |
(b) |
the use of the Technical Report and to extracts from or a summary of the Technical Report in the Disclosure Documents or incorporated by reference therein. |
The undersigned hereby confirms that:
(i) |
the undersigned has read the Disclosure Documents, including the extracts from or a summary of the Technical Report in the Disclosure Documents or incorporated by reference therein; |
(ii) |
the undersigned has no reason to believe that there are any misrepresentations in the information contained in the Disclosure Documents or incorporated by reference therein that is |
derived from the Technical Report or that is within the undersigneds knowledge as a result of the services performed by the undersigned in connection with the Technical Report; and |
|
(iii) |
the Disclosure Documents fairly and accurately represent the information in the sections of the Technical Report for which I am responsible . |
Dated this 22 nd day of February, 2018
2
CONSENT of AUTHOR
TO: | British Columbia Securities Commission |
Alberta Securities Commission | |
Financial and Consumer Affairs Authority of Saskatchewan | |
The Manitoba Securities Commission | |
Ontario Securities Commission | |
Autorité des marchés financiers (Quebec) | |
Financial and Consumer Services Commission (New Brunswick) | |
Nova Scotia Securities Commission | |
The Office of the Superintendent of Securities (Prince Edward Island) | |
Office of the Superintendent of Securities (Newfoundland & Labrador) | |
U.S. Securities and Exchange Commission |
Dears Sirs/Mesdames:
Reference is made to the Technical Report titled National Instrument 43-101 Technical Report: Updated Mineral Resource and Reserve Estimates for the El Cubo Project, Guanajuato State, Mexico effective December 31, 2016 and dated March 3, 2017 (the "Technical Report") prepared for Endeavour Silver Corp. (the Company).
I consent to any extracts from or a summary of the Technical Report contained in, or incorporated by reference in, the Annual Information Form dated February 22, 2018, the Companys Short Form Base Shelf Prospectus dated May 3, 2016 and the Prospectus Supplement dated May 5, 2016 thereto, the Annual Report of the Company on Form 40-F dated February 22, 2018, the Registration Statement on Form F-10 (File No. 333-210911) of Endeavour Silver Corp. (collectively the Disclosure Documents).
The undersigned hereby consents to:
(a) |
being named directly or indirectly in the Disclosure Documents; and |
(b) |
the use of the Technical Report and to extracts from or a summary of the Technical Report in the Disclosure Documents or incorporated by reference therein. |
The undersigned hereby confirms that:
(i) |
the undersigned has read the Disclosure Documents, including the extracts from or a summary of the Technical Report in the Disclosure Documents or incorporated by reference therein; |
(ii) |
the undersigned has no reason to believe that there are any misrepresentations in the information contained in the Disclosure Documents or incorporated by reference therein that is derived from the Technical Report or that is within the undersigneds knowledge as a result of the services performed by the undersigned in connection with the Technical Report; and |
(iii) |
the Disclosure Documents fairly and accurately represent the information in the sections of the Technical Report for which I am responsible . |
Dated this 22 nd day of February, 2018
2
CONSENT of AUTHOR
TO: | British Columbia Securities Commission |
Alberta Securities Commission | |
Financial and Consumer Affairs Authority of Saskatchewan | |
The Manitoba Securities Commission | |
Ontario Securities Commission | |
Autorité des marchés financiers (Quebec) | |
Financial and Consumer Services Commission (New Brunswick) | |
Nova Scotia Securities Commission | |
The Office of the Superintendent of Securities (Prince Edward Island) | |
Office of the Superintendent of Securities (Newfoundland & Labrador) | |
U.S. Securities and Exchange Commission |
Dears Sirs/Mesdames:
Reference is made to the Technical Report titled NI 43-101 Technical Report Updated Resource and Reserve Estimates for the Guanaceví Project, Durango State, Mexico effective December 31, 2016 and dated March 3, 2017 (the "Technical Report") prepared for Endeavour Silver Corp. (the Company). I consent to any extracts from or a summary of the Technical Report contained in, or incorporated by reference in, the Annual Information Form dated February 22, 2018, the Companys Short Form Base Shelf Prospectus dated May 3, 2016 and the Prospectus Supplement dated May 5, 2016 thereto, the Annual Report of the Company on Form 40-F dated February 22, 2018, the Registration Statement on Form F-10 (File No. 333-210911) of Endeavour Silver Corp. (collectively the Disclosure Documents).
The undersigned hereby consents to:
(a) |
being named directly or indirectly in the Disclosure Documents; and |
(b) |
the use of the Technical Report and to extracts from or a summary of the Technical Report in the Disclosure Documents or incorporated by reference therein. |
The undersigned hereby confirms that:
(i) |
the undersigned has read the Disclosure Documents, including the extracts from or a summary of the Technical Report in the Disclosure Documents or incorporated by reference therein; |
(ii) |
the undersigned has no reason to believe that there are any misrepresentations in the information contained in the Disclosure Documents or incorporated by reference therein that is derived from the Technical Report or that is within the undersigneds knowledge as a result of the services performed by the undersigned in connection with the Technical Report; and |
(iii) |
the Disclosure Documents fairly and accurately represent the information in the sections of the Technical Report for which I am responsible . |
Dated this 22 nd day of February, 2018
2
CONSENT of AUTHOR
TO: | British Columbia Securities Commission |
Alberta Securities Commission | |
Financial and Consumer Affairs Authority of Saskatchewan | |
The Manitoba Securities Commission | |
Ontario Securities Commission | |
Autorité des marchés financiers (Quebec) | |
Financial and Consumer Services Commission (New Brunswick) | |
Nova Scotia Securities Commission | |
The Office of the Superintendent of Securities (Prince Edward Island) | |
Office of the Superintendent of Securities (Newfoundland & Labrador) | |
U.S. Securities and Exchange Commission |
Dears Sirs/Mesdames:
Reference is made to the Technical Report titled National Instrument 43-101 Technical Report: Updated Mineral Resource and Reserve Estimates for the Bolanitos Project, Guanajuato State, Mexico effective December 31, 2016 and dated March 3, 2017 (the "Technical Report") prepared for Endeavour Silver Corp. (the Company).
I consent to any extracts from or a summary of the Technical Report contained in, or incorporated by reference in, the Annual Information Form dated February 22, 2018, the Companys Short Form Base Shelf Prospectus dated May 3, 2016 and the Prospectus Supplement dated May 5, 2016 thereto, the Annual Report of the Company on Form 40-F dated February 22, 2018, the Registration Statement on Form F-10 (File No. 333-210911) of Endeavour Silver Corp. (collectively the Disclosure Documents).
The undersigned hereby consents to:
(a) |
being named directly or indirectly in the Disclosure Documents; and |
(b) |
the use of the Technical Report and to extracts from or a summary of the Technical Report in the Disclosure Documents or incorporated by reference therein. |
The undersigned hereby confirms that:
(i) |
the undersigned has read the Disclosure Documents, including the extracts from or a summary of the Technical Report in the Disclosure Documents or incorporated by reference therein; |
(ii) |
the undersigned has no reason to believe that there are any misrepresentations in the information contained in the Disclosure Documents or incorporated by reference therein that is derived from |
the Technical Report or that is within the undersigneds knowledge as a result of the services performed by the undersigned in connection with the Technical Report; and |
|
(iii) |
the Disclosure Documents fairly and accurately represent the information in the sections of the Technical Report for which I am responsible . |
Dated this 22 nd day of February, 2018
2
KPMG LLP | Telephone (604) 691-3000 | |
Chartered Professional Accountants | Fax (604) 691- 3031 | |
PO Box 10426 777 Dunsmuir Street | Internet www.kpmg.ca | |
Vancouver BC V7Y 1K3 | ||
Canada |
Consent of Independent Registered Public Accounting Firm
The Board of Directors of Endeavour Silver Corp.
We consent to the use of our reports, each dated February 22, 2018, with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting included in this annual report on Form 40-F.
We also consent to the incorporation by reference of such reports in the Registration Statement (No. 333-210911) on Form F-10 of Endeavour Silver Corp. filed with the United States Securities and Exchange Commission.
Chartered Professional Accountants
February 22, 2018
Vancouver, Canada
KPMG LLP is a Canadian limited
liability partnership and a member firm of the KPMG network of independent
member firms affiliated
with KPMG International Cooperative (KPMG
International), a Swiss entity. KPMG Canada provides services to KPMG LLP.