CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AND NOTES
FOR THE THREE MONTHS ENDED MARCH 31, 2020
(Unaudited - Expressed in Canadian Dollars)
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SILVERCREST METALS INC.
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SILVERCREST METALS INC.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
(UNAUDITED - EXPRESSED IN CANADIAN DOLLARS)
AS AT
| March 31, 2020 | December 31, 2019 | |||||
| ASSETS | ||||||
| Current assets | ||||||
| Cash and cash equivalents | $ | 114,676,549 | $ | 110,383,793 | ||
| Amounts receivable (note 5) | 513,336 | 617,873 | ||||
| Taxes receivable | 1,725,907 | 1,566,739 | ||||
| Prepaids | 858,879 | 614,633 | ||||
| Total current assets | 117,774,671 | 113,183,038 | ||||
| Non-current assets | ||||||
| Taxes receivable | 6,365,988 | 6,461,327 | ||||
| Deposits | 93,553 | 93,553 | ||||
| Property and equipment (note 4) | 3,786,036 | 2,796,894 | ||||
| Exploration and evaluation assets (note 3) | 5,489,773 | 5,489,773 | ||||
| Total non-current assets | 15,735,350 | 14,841,547 | ||||
| TOTAL ASSETS | $ | 133,510,021 | $ | 128,024,585 | ||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||
| Current liabilities | ||||||
| Accounts payable and accrued liabilities (notes 5 and 6) | $ | 11,833,472 | $ | 4,962,001 | ||
| Lease liabilites (note 7) | 175,620 | 175,620 | ||||
| Total current liabilities | 12,009,092 | 5,137,621 | ||||
| Non-current liabilities | ||||||
| Lease liabilites (note 7) | 323,128 | 356,728 | ||||
| Total liabilities | 12,332,220 | 5,494,349 | ||||
| Shareholders' equity | ||||||
| Capital stock (note 6) | 224,299,159 | 209,736,401 | ||||
| Share-based payment reserve (note 6) | 12,058,779 | 11,369,296 | ||||
| Deficit | (115,180,137 | ) | (98,575,461 | ) | ||
| Total shareholders' equity | 121,177,801 | 122,530,236 | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 133,510,021 | $ | 128,024,585 | ||
| Nature of operations (note 1) | ||||||
| Subsequent events (note 10) |
Approved by the Board and authorized for issue on May 12, 2020:
|
"N. Eric Fier" |
Director |
"Graham C. Thody" |
Director |
| The accompanying notes are an integral part of these condensed consolidated interim financial statements. | 3 |
SILVERCREST METALS INC.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(UNAUDITED - EXPRESSED IN CANADIAN DOLLARS)
FOR THE THREE MONTHS ENDED MARCH 31,
| 2020 | 2019 | |||||
| Operating expenses | ||||||
| Depreciation (note 4) | $ | (58,692 | ) | $ | (36,865 | ) |
| Exploration and evaluation expenditures (note 3) | (21,870,062 | ) | (6,441,702 | ) | ||
| General exploration expenditures | (40,997 | ) | (34,120 | ) | ||
| General and administrative expenses | (320,037 | ) | (230,689 | ) | ||
| Management and director fees (note 5) | (108,505 | ) | (125,437 | ) | ||
| Marketing | (118,033 | ) | (205,038 | ) | ||
| Professional fees (note 5) | (340,707 | ) | (232,089 | ) | ||
| Remuneration (note 5) | (428,860 | ) | (275,518 | ) | ||
| Share-based compensation (notes 5 and 6) | (686,567 | ) | (1,234,024 | ) | ||
| (23,972,460 | ) | (8,815,482 | ) | |||
| Other income (expense) | ||||||
| Foreign exchange gain (loss) | 6,814,388 | (952,342 | ) | |||
| Interest expense (note 7) | (13,007 | ) | (15,658 | ) | ||
| Interest income | 517,477 | 309,885 | ||||
| Loss and comprehensive loss for the period | $ | (16,653,602 | ) | $ | (9,473,597 | ) |
| Basic and diluted comprehensive loss per common share | $ | (0.15 | ) | $ | (0.11 | ) |
| Weighted average number of common shares outstanding | 109,608,795 | 85,248,361 |
| The accompanying notes are an integral part of these condensed consolidated interim financial statements. | 4 |
SILVERCREST METALS INC.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(UNAUDITED - EXPRESSED IN CANADIAN DOLLARS)
FOR THE THREE MONTHS ENDED MARCH 31,
| 2020 | 2019 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Net loss for the period | $ | (16,653,602 | ) | $ | (9,473,597 | ) |
| Adjustments for: | ||||||
| Depreciation (note 4) | 147,632 | 55,716 | ||||
| Foreign exchange (gain) loss, unrealized | (4,132,562 | ) | 700,711 | |||
| Interest expense | 13,007 | 15,658 | ||||
| Interest income | (517,477 | ) | (309,885 | ) | ||
| Share-based compensation | 1,264,980 | 1,772,154 | ||||
| Changes in non-cash working capital items: | ||||||
| Amounts receivable | 227,492 | 5,559 | ||||
| Taxes receivable | (1,208,132 | ) | (244,195 | ) | ||
| Prepaids and deposits | (244,246 | ) | (651,097 | ) | ||
| Accounts payable and accrued liabilities | 6,792,352 | 1,176,191 | ||||
| Net cash used in operating activities | (14,310,556 | ) | (6,952,785 | ) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
| Interest received | 401,879 | 109,995 | ||||
| Exploration and evaluation assets | - | (6,155 | ) | |||
| Option payment received | - | 132,704 | ||||
| Purchase of property and equipment | (761,758 | ) | (184,335 | ) | ||
| Net cash used in investing activities | (359,879 | ) | 52,209 | |||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| Capital stock issued | 14,040,969 | 971,587 | ||||
| Capital stock issuance costs | (417,617 | ) | (198,645 | ) | ||
| Payment of lease liabilities | (46,607 | ) | (45,296 | ) | ||
| Net cash provided by financing activities | 13,576,745 | 727,646 | ||||
| Effect of foreign exchange on cash and cash equivalents | 5,386,446 | (694,108 | ) | |||
| Change in cash and cash equivalents, during the period | 4,292,756 | (6,867,038 | ) | |||
| Cash and cash equivalents, beginning of the period | 110,383,793 | 44,013,742 | ||||
| Cash and cash equivalents, end of the period | $ | 114,676,549 | $ | 37,146,704 | ||
| Cash and cash equivalents is represented by: | ||||||
| Cash | $ | 48,513,899 | $ | 3,450,084 | ||
| Cash equivalents | 66,162,650 | 33,696,620 | ||||
| Total cash and cash equivalents | $ | 114,676,549 | $ | 37,146,704 | ||
| Non-cash investing activities | ||||||
| Capitalized to property and equipment | ||||||
| Accounts payable and accrued liabilities | $ | 375,016 | - | |||
| Right of use asset recognized upon accounting policy change | $ | - | $ | 645,052 |
| The accompanying notes are an integral part of these condensed consolidated interim financial statements. | 5 |
SILVERCREST METALS INC.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(UNAUDITED - EXPRESSED IN CANADIAN DOLLARS)
| Capital stock | Share-based | ||||||||||||||
| payment | |||||||||||||||
| Number | Amount | reserve | Deficit | Total | |||||||||||
| Balance at December 31, 2018 | 84,922,633 | $ | 86,745,544 | $ | 6,196,165 | $ | (39,390,571 | ) | $ | 53,551,138 | |||||
| Capital stock issued | 100,000 | 292,000 | - | - | 292,000 | ||||||||||
| Capital stock issuance costs | - | (13,998 | ) | - | - | (13,998 | ) | ||||||||
| Shares cancelled and returned to treasury | (62,722 | ) | - | - | - | - | |||||||||
| Warrants exercised | 144,405 | 209,387 | - | - | 209,387 | ||||||||||
| Stock options exercised | 370,000 | 769,322 | (299,122 | ) | - | 470,200 | |||||||||
| Share-based compensation, stock options | - | - | 1,772,154 | - | 1,772,154 | ||||||||||
| Net loss and comprehensive loss for the period | - | - | - | (9,473,597 | ) | (9,473,597 | ) | ||||||||
| Balance at March 31, 2019 | 85,474,316 | 88,002,255 | 7,669,197 | (48,864,168 | ) | 46,807,284 | |||||||||
| Capital stock issued | 17,756,300 | 121,963,855 | - | - | 121,963,855 | ||||||||||
| Capital stock issuance costs | - | (6,875,428 | ) | - | - | (6,875,428 | ) | ||||||||
| Warrants exercised | 3,815,399 | 5,722,084 | - | - | 5,722,084 | ||||||||||
| Stock options exercised | 425,000 | 923,635 | (336,235 | ) | - | 587,400 | |||||||||
| Stock options forfeited | - | - | (83,969 | ) | 83,969 | - | |||||||||
| Share-based compensation, stock options | - | - | 4,120,303 | - | 4,120,303 | ||||||||||
| Net loss and comprehensive loss for the period | - | - | - | (49,795,262 | ) | (49,795,262 | ) | ||||||||
| Balance at December 31, 2019 | 107,471,015 | 209,736,401 | 11,369,296 | (98,575,461 | ) | 122,530,236 | |||||||||
| Capital stock issued (note 6) | 1,819,074 | 13,242,859 | - | - | 13,242,859 | ||||||||||
| Capital stock issuance costs (note 6) | - | (43,282 | ) | - | - | (43,282 | ) | ||||||||
| Stock options exercised (note 6) | 899,500 | 1,363,181 | (565,071 | ) | - | 798,110 | |||||||||
| Stock options forfeited (note 6) | - | - | (48,926 | ) | 48,926 | - | |||||||||
| Share-based compensation, stock options (note 6) | - | - | 1,303,480 | - | 1,303,480 | ||||||||||
| Net loss and comprehensive loss for the period | - | - | - | (16,653,602 | ) | (16,653,602 | ) | ||||||||
| Balance at March 31, 2020 | 110,189,589 | $ | 224,299,159 | $ | 12,058,779 | $ | (115,180,137 | ) | $ | 121,177,801 | |||||
| The accompanying notes are an integral part of these condensed consolidated interim financial statements. | 6 |
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SILVERCREST METALS INC.
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1. NATURE OF OPERATIONS
SilverCrest Metals Inc. (the "Company" or "SilverCrest") is a Canadian precious metals exploration company headquartered in Vancouver, BC. The Company was incorporated under the Business Corporations Act (British Columbia). The common shares of the Company trade on the Toronto Stock Exchange under the symbol "SIL" and on the NYSE-American under the symbol "SILV". The head office and principal address of the Company is 501-570 Granville Street, Vancouver, BC, Canada, V6C 3P1. The address of the Company's registered and records office is 19th Floor, 885 West Georgia Street, Vancouver, BC, Canada, V6C 3H4.
The Company's primary exploration and evaluation asset is the Las Chispas Project, located in Sonora, Mexico, which is in an advanced exploration stage.
The Company's business could be adversely affected by the effects of the recent outbreak of respiratory illness caused by the novel coronavirus ("COVID-19"). Since early March 2020, significant measures have been implemented in Canada, Mexico, and the rest of the world by governmental authorities in response to COVID-19. The Company cannot accurately predict the impact COVID-19 will have on the ability of third parties to meet their obligations with the Company, including due to uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In particular, the continued spread of the COVID-19 globally could materially and adversely impact the Company's business including without limitation, employee health, limitations on travel, the availability of industry experts and personnel, restrictions on planned drill programs, and other factors that depend on future developments beyond the Company's control. In addition, COVID-19 has resulted in a widespread health crisis that has adversely affected the economies and financial markets of many countries (including Canada and Mexico), resulting in an economic downturn that may negatively impact the Company's financial position, financial performance, cash flows, and its ability to raise capital, in 2020. In compliance with directives issued by the Mexican government, the Company suspended exploration activities at the Las Chispas Project on April 1, 2020 and they remain suspended as of May 12, 2020. While the impact of COVID-19 is expected to be temporary, the current circumstances are dynamic and the impacts of COVID-19 on the Company's exploration activities, including the impact on the timing of its planned feasibility study, cannot be reasonably estimated at this time.
2. SIGNIFICANT ACCOUNTING POLICIES
Statement of Compliance
These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting as issued by the International Accounting Standards Board. These condensed consolidated interim financial statements should be read in conjunction with the Company's consolidated financial statements for the year ended December 31, 2019, which include information necessary or useful to understanding the Company's business and financial statement presentation. In particular, the Company's significant accounting policies and use of judgments and estimates were presented in notes 2 and 4, respectively, of those consolidated financial statements and have been consistently applied in the preparation of these condensed consolidated interim financial statements.
Basis of preparation and measurement
These condensed consolidated interim financial statements have been prepared on a historical cost basis, except for certain financial instruments which are measured at fair value. Additionally, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
These condensed consolidated interim financial statements were approved for issuance by the Board of Directors on May 12, 2020.
Basis of consolidation
These condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. Material subsidiaries include NorCrest Metals Inc., a Canadian corporation, Minera La Llamarada, S.A. de C.V., a Mexican corporation, and Babicanora Agricola del Noroeste S.A. de C.V., a Mexican corporation. The Company consolidates subsidiaries where the Company can exercise control. Control is achieved when the Company is exposed to variable returns from involvement with an investee and can affect the returns through power over the investee. Control is normally achieved through ownership, directly or indirectly, of more than 50 percent of the voting power. Control can also be achieved through power over more than half of the voting rights by virtue of an agreement with other investors or through the exercise of de facto control. All intercompany balances, transactions, income and expenses, and profits or losses have been eliminated on consolidation.
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SILVERCREST METALS INC.
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2. SIGNIFICANT ACCOUNTING POLICIES (continued)
Use of estimates and judgements and COVID-19
The preparation of these condensed consolidated interim financial statements in accordance with IFRS requires management to make judgments, estimates, and assumptions that affect the reported amounts and the valuation of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated interim financial statements and the reported amounts of revenues and expenditures during the period.
COVID-19 has led to the suspension of the Company's exploration activities and has severely disrupted the global economy and financial markets. It is difficult to estimate the nature, timing, and extent of the business and economic impact on the Company's financial performance and this uncertainty could materially affect the Company's operations and financial condition. This uncertainty could also materially affect estimates including the valuation of long-lived assets, including property and equipment and exploration and evaluation assets, as well as the collectability and classification of VAT recoverable. Actual results may materially differ from these estimates.
3. EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES
A summary of acquisition costs capitalized as exploration and evaluation assets is as follows:
| Las Chispas | Guadalupe | Total | |||||||
| Balance at December 31, 2018 | 4,797,182 | 391,193 | 5,188,375 | ||||||
| Additions during the year | 692,591 | - | 692,591 | ||||||
| Recovery of exploration and evaluation assets | - | (391,193 | ) | (391,193 | ) | ||||
| Balance at December 31, 2019 and March 31, 2020 | $ | 5,489,773 | $ | - | $ | 5,489,773 |
Las Chispas Property, Sonora, Mexico
The following table details the exploration and evaluation expenditures at the Company's Las Chispas Property:
| Three months ended | Three months ended | |||||
| March 31, 2020 | March 31, 2019 | |||||
| Exploration and evaluation expenditures: | ||||||
| Assays | 467,012 | 291,730 | ||||
| Decline construction and underground workings | 6,925,990 | 661,612 | ||||
| Depreciation (note 4) | 88,940 | 18,851 | ||||
| Drilling | 10,022,271 | 3,833,642 | ||||
| Field and administrative costs | 980,769 | 194,118 | ||||
| Salaries and remuneration (notes 5) | 1,319,058 | 471,365 | ||||
| Share-based compensation (notes 5 and 6) | 578,413 | 538,130 | ||||
| Technical consulting services and studies | 1,487,609 | 432,254 | ||||
| TOTAL | $ | 21,870,062 | $ | 6,441,702 |
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SILVERCREST METALS INC.
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3. EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES (continued)
Las Chispas Property, Sonora, Mexico (continued)
The Las Chispas Property consists of 28 concessions. The following table summarizes the option payments for these mineral concessions. Except as disclosed below, the Company has either 100% ownership of or the rights to purchase 100% ownership of these concessions.
| Future option | Prior option | Total option | |||||||||||||||||||
| # of | payments | Paid in 2020 | Paid in 2019 | payments | payments | ||||||||||||||||
| Property | concessions | Title % | (US$) | (US$) | (US$) | (US$) | (US$) | ||||||||||||||
| Las Chispas | 25 | 100% | $ | - | $ | - | $ | 455,000 | $ | 3,366,400 | $ | 3,821,400 | |||||||||
| The Company, through staking and various option agreements, owns 100% of 25 concessions. During 2019, the Company paid $603,810 (US$455,000) to exercise option agreements. Accordingly, there are no further payments required. For one of the concessions, a 2% net smelter return royalty is payable for material from this concession that has processed grades greater than or equal to 40 ounces per tonne of silver and 0.5 ounces per tonne of gold, combined. | |||||||||||||||||||||
| Las Chispas | 1 | 67% | $ | - | $ | - | $ | - | $ | 5,000 | $ | 5,000 | |||||||||
| The remaining 33% of this concession is owned by a local Mexican family and not optioned to SilverCrest. None of the Company's Mineral Resource is located on this concession. | |||||||||||||||||||||
| Las Chispas | 2 | 0% | $ | 150,000 | $ | - | $ | - | $ | 26,697 | $ | 176,697 | |||||||||
| During 2018, the Company paid $26,697 to purchase the rights to mining concession applications from a local Mexican company. Once the applications are accepted and mining concessions are issued by the mining registry, the Company has agreed to pay US$150,000 to recieve a 100% title to the concessions. | |||||||||||||||||||||
| Total Las Chispas Concessions | 28 | $ | 150,000 | $ | - | $ | 455,000 | $ | 3,398,097 | $ | 4,003,097 |
Guadalupe Property, Durango, Mexico
The Company also had a 100% interest in the Guadalupe property. On February 28, 2018, the Company entered into an option agreement whereby the optionee could earn a 100% interest in the Guadalupe property by making staged payments of $126,007 (US$100,000) upon signing (received), $132,704 (US$100,000) on February 28, 2019 (received), and US$300,000 on February 28, 2020. During 2019, the Company agreed to discount the final payment to US$250,000 in exchange for an accelerated payment from the optionee. Accordingly, the Company received $324,140 (US$250,000) and the optionee exercised its option to earn 100% title to the property. The Company recorded option payments and the reimbursement of concession taxes as a recovery and credited it against the carrying value of the Guadalupe property. As a result, during 2019, the Company recorded a gain on disposal of the Guadalupe property of $65,651.
Other exploration properties in Mexico
The Company's other Mexican exploration properties include Cruz de Mayo, Angel de Plata, and Estacion Llano. While the Company continues to have a 100% interest in these properties, no substantive exploration expenditures are currently budgeted nor planned. At March 31, 2020 the carrying value of these properties is $Nil.
Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral properties. The Company has investigated title to all its mineral properties and, to the best of its knowledge, titles to all its properties are in good standing except as otherwise disclosed. However, this should not be considered as a guarantee of title. The mineral properties may be subject to prior claims or agreements, or transfers, and rights of ownership may be affected by undetected defects.
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SILVERCREST METALS INC.
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4. PROPERTY AND EQUIPMENT
| Right of | Construction | |||||||||||||||||||||||
| Building | Computer | Equipment | use assets | Vehicle | Land | in progress(1) | Total | |||||||||||||||||
| Cost | ||||||||||||||||||||||||
| At December 31, 2018 | $ | - | $ | 42,096 | $ | 79,075 | $ | - | $ | 219,182 | $ | 1,093,504 | $ | - | $ | 1,433,857 | ||||||||
|
Recognition of right of use asset upon initial
adoption of accounting policy |
- | - | - | 645,052 | - | - | - | 645,052 | ||||||||||||||||
| Additions | 328,316 | 84,015 | 385,912 | 10,452 | 321,380 | - | - | 1,130,075 | ||||||||||||||||
| At December 31, 2019 | 328,316 | 126,111 | 464,987 | 655,504 | 540,562 | 1,093,504 | - | 3,208,984 | ||||||||||||||||
| Reclassification | - | - | (311,884 | ) | - | - | - | 311,884 | - | |||||||||||||||
| Additions | 52,621 | 24,615 | 9,808 | - | 157,958 | - | 891,772 | 1,136,774 | ||||||||||||||||
| At March 31, 2020 | $ | 380,937 | $ | 150,726 | $ | 162,911 | $ | 655,504 | $ | 698,520 | $ | 1,093,504 | $ | 1,203,656 | $ | 4,345,758 | ||||||||
| Accumulated depreciation | ||||||||||||||||||||||||
| At December 31, 2018 | $ | - | $ | 26,232 | $ | 25,152 | $ | - | $ | 79,589 | $ | - | $ | - | $ | 130,973 | ||||||||
| Depreciation for the year | 13,450 | 24,294 | 14,320 | 140,739 | 88,314 | - | - | 281,117 | ||||||||||||||||
| At December 31, 2019 | 13,450 | 50,526 | 39,472 | 140,739 | 167,903 | - | - | 412,090 | ||||||||||||||||
| Depreciation for the period | 19,243 | 25,853 | 31,745 | 35,707 | 35,084 | - | - | 147,632 | ||||||||||||||||
| At March 31, 2020 | $ | 32,693 | $ | 76,379 | $ | 71,217 | $ | 176,446 | $ | 202,987 | $ | - | $ | - | $ | 559,722 | ||||||||
| Carrying amounts | ||||||||||||||||||||||||
| At December 31, 2019 | $ | 314,866 | $ | 75,585 | $ | 425,515 | $ | 514,765 | $ | 372,659 | $ | 1,093,504 | $ | - | $ | 2,796,894 | ||||||||
| At March 31, 2020 | $ | 348,244 | $ | 74,347 | $ | 91,694 | $ | 479,058 | $ | 495,533 | $ | 1,093,504 | $ | 1,203,656 | $ | 3,786,036 |
(1) At March 31, 2020, the Company had committed to an additional $1,467,577 of costs related to construction in progress.
5. RELATED PARTY TRANSACTIONS
Professional fees
During the three months ended March 31, 2020, the Company paid or accrued professional fees of $129,358 (March 31, 2019 - $59,978) and capital stock issuance costs of $41,735 (March 31, 2019 - $14,832), to Koffman Kalef LLP, a law firm of which the Company's Corporate Secretary is a partner. As at March 31, 2020, $98,616 (December 31, 2019 - $128,821) was payable to Koffman Kalef LLP.
Key management compensation
The Company's key management personnel have authority and responsibility for planning, directing, and controlling the activities of the Company and include the Company's Chief Executive Officer ("CEO"), President, Chief Financial Officer ("CFO"), Chief Operating Officer ("COO"), and directors. Key management personnel compensation is summarized as follows:
| Three months ended | Three months ended | |||||
| March 31, 2020 | March 31, 2019 | |||||
| Management fees(1) | $ | 102,402 | $ | 81,250 | ||
| Management remuneration(2) | 224,628 | 153,457 | ||||
| Director fees | 55,505 | 38,132 | ||||
| Share-based compensation(3), (4) | 971,594 | 1,566,523 | ||||
| $ | 1,354,129 | $ | 1,839,362 |
(1) Total management fees of $102,402 (March 31, 2019 - $81,250) were paid to a company controlled by the CEO of which $52,402 (March 31, 2019 - $Nil) was recorded as exploration and evaluation expenditures (note 3).
(2) Remuneration and short-term benefits were paid to the President, CFO, and COO, of which $83,857 (March 31, 2019 - $61,798) was recorded as exploration and evaluation expenditures (note 3).
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SILVERCREST METALS INC.
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5. RELATED PARTY TRANSACTIONS (continued)
Key management compensation (continued)
(3) Share-based compensation is the vested portion of the fair value at the grant date of stock options awarded to all directors and officers of the Company.
(4) During the three months ended March 31, 2020, the Company recorded share-based compensation of $539,308 (March 31, 2019 - $504,778) for the vested portion of options granted to the CEO, CFO, COO, and the Company's VP of Exploration and Technical Services, of which $336,169 (March 31, 2019 - $403,478) was recorded as exploration and evaluation expenditures (note 3) and $203,139 (March 31, 2019 - $101,300) was recorded as share-based compensation in the statement of loss and comprehensive loss.
Other transactions
During the three months ended March 31, 2020, the Company:
- paid remuneration of $33,558 (March 31, 2019 - $25,152) to an employee providing technical services who is an immediate family member of the CEO, of which $31,880 (March 31, 2019 - $19,675) was recorded as exploration and evaluation expenditures (note 3) and $1,678 (March 31, 2019 - $5,477) was expensed. The Company also recorded share-based compensation of $44,361 (March 31, 2019 - $31,667) for the vested portion of stock options granted to this employee, of which $42,143 (March 31, 2019 - $24,700) was recorded as exploration and evaluation expenditures (note 3) and $2,218 (March 31, 2019 - $6,967) was expensed; and
- recorded loans receivable at March 31, 2020 of $344,077 (December 31, 2019 - $341,294) due from officers of the Company. The loans accrue interest at a rate of 2% per annum and are due at December 31, 2020.
The Company has an allocation of costs agreement with Goldsource Mines Inc. ("Goldsource"), a company related by common directors and officers, whereby the Company shares salaries, administrative services, and other expenses. During the three months ended March 31, 2020, the Company allocated to Goldsource $37,378 (March 31, 2019 - $60,397) for its share of these expenses, of which $34,862 (December 31, 2019 - $36,428) was receivable from Goldsource at March 31, 2020. Amounts allocated to Goldsource are due at the end of each fiscal quarter and accrue interest at a rate of 1% per month, if in arrears for greater than 30 days.
6. CAPITAL STOCK
Authorized shares
The Company's authorized capital stock consists of an unlimited number of common shares and an unlimited number of preferred shares without nominal or par value.
Issued and outstanding
As of March 31, 2020, the Company had 110,189,589 common shares and no preferred shares outstanding.
Three months ended March 31, 2020
On January 10, 2020, the Company completed a private placement with SSR Mining Inc. ("SSR Mining") of 1,819,074 common shares at a price of $7.28 per common share for gross proceeds of $13,242,859. SSR Mining exercised its right to maintain its pro rata ownership interest of up to 9.9% of the outstanding common shares of the Company pursuant to an agreement between the Company and SSR Mining dated November 28, 2018. The Company incurred $43,282 of related capital stock issue costs.
The Company also issued 899,500 common shares at prices ranging from $0.16 to $4.54 per common share for gross proceeds of $798,110 upon the exercise of stock options. Accordingly, the Company reallocated $565,071 from reserves to capital stock.
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SILVERCREST METALS INC.
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6. CAPITAL STOCK (continued)
Issued and outstanding (continued)
Year ended December 31, 2019
On January 11, 2019, the Company completed a private placement, with the new COO of the Company, of 100,000 units at a price of $2.92 per unit for gross proceeds of $292,000. Each unit consisted of one common share and one half-warrant. Each whole warrant entitles the holder to purchase one common share at a price of $4.03 per share until January 11, 2021. The Company determined that the warrants did not have any residual value. The Company did not pay a finder's fee in connection with the private placement and incurred $13,998 of capital stock issuance costs.
The Company cancelled and returned to treasury 62,722 shares pursuant to a depositary agreement dated September 15, 2015 between the Company and Computershare Trust Company of Canada ("Computershare"). Computershare was appointed to act as depositary for common shares of the Company to be distributed to former shareholders of SilverCrest Mines Inc. by a plan of arrangement agreement ("the Arrangement") dated July 26, 2015. Any shares not distributed on or before October 1, 2018, the third anniversary of the date of completion of the Arrangement, were returned to the Company for cancellation.
On August 15, 2019, the Company completed a short-form prospectus offering of 4,326,300 common shares at a price of $5.85 per common share for gross proceeds of $25,308,855. The Company incurred $1,560,010 of related capital stock issue costs.
On August 16, 2019, the Company completed a private placement with SSR Mining of 780,000 common shares at a price of $5.85 per common share for gross proceeds of $4,563,000. SSR Mining exercised its right to maintain its pro rata ownership interest of up to 9.9% of the outstanding common shares of the Company pursuant to an agreement between the Company and SSR Mining dated November 28, 2018. The Company incurred $54,923 of related capital stock issue costs.
The Company issued 3,959,804 common shares at prices ranging from $1.45 to $2.29 per common share for gross proceeds of $5,931,471 upon the exercise of warrants. The Company incurred $6,183 of related capital stock issue costs. The Company also issued 795,000 common shares at prices ranging from $0.16 to $3.24 per common share for gross proceeds of $1,057,600 upon the exercise of stock options. Accordingly, the Company reallocated $635,357 from reserves to capital stock.
On December 18, 2019, the Company completed a short-form prospectus offering of 12,650,000 common shares at a price of $7.28 per common share for gross proceeds of $92,092,000. The Company incurred $5,254,312 of related capital stock issuance costs.
Warrants
Warrant transactions during the period (year) are as follows:
| Three months ended March 31, 2020 | Year ended December 31, 2019 | |||||||||||
| Number of | Weighted average | Number of | Weighted average | |||||||||
| warrants | exercise price | warrants | exercise price | |||||||||
| Outstanding, beginning of period (year) | 50,000 | $ | 4.03 | 3,959,804 | $ | 1.50 | ||||||
| Issued | - | - | 50,000 | 4.03 | ||||||||
| Exercised | - | - | (3,959,804 | ) | 1.50 | |||||||
| Outstanding, end of period (year) | 50,000 | $ | 4.03 | 50,000 | $ | 4.03 | ||||||
The warrants outstanding as of March 31, 2020 are as follows:
| Remaining life | Number | ||||||||
| Expiry date | Exercise price | (years) | of warrants | ||||||
| January 11, 2021 | $ | 4.03 | 0.78 | 50,000 |
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SILVERCREST METALS INC.
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6. CAPITAL STOCK (continued)
Stock options
The Company has a "rolling 10%" Stock Option Plan which authorizes the grant of stock options to directors, officers, employees, and consultants, enabling them to acquire common shares of the Company to a maximum of 10% of the then issued and outstanding common shares. The exercise price of any option will be the market price of the Company's stock as at the date of the grant. The options can be granted for a maximum term of ten years with vesting determined by the Board of Directors.
A summary of the Company's stock option transactions during the year is as follows:
| Three months ended March 31, 2020 | Year ended December 31, 2019 | |||||||||||
| Number of | Weighted average | Number of | Weighted average | |||||||||
| options | exercised price | options | exercised price | |||||||||
| Outstanding, beginning of period (year) | 8,758,750 | $ | 3.38 | 7,627,500 | $ | 1.99 | ||||||
| Issued | - | - | 1,976,250 | 7.94 | ||||||||
| Exercised* | (899,500 | ) | 0.89 | (795,000 | ) | 1.33 | ||||||
| Forfeited | (25,000 | ) | 8.21 | (50,000 | ) | 3.24 | ||||||
| Outstanding, end of period (year) | 7,834,250 | $ | 3.65 | 8,758,750 | $ | 3.38 | ||||||
*The weighted average market value of the Company's shares at the dates of exercise was $8.90.
The Company did not grant any stock options during the three months ended March 31, 2020.
During 2019, the Company granted:
- 150,000 stock options to a new director and employees that can be exercised at a price of $4.54 per share until May 30, 2024;
- 975,000 stock options to directors, officers, employees, and consultants that can be exercised at a price of $8.21 per share until September 4, 2024;
- 7,500 stock options to an employee that can be exercised at a price of $7.89 per share until October 17, 2024; and
- 843,750 stock options to directors, officers, employees, and consultants that can be exercised at a price of $8.24 per share until December 19, 2024. These options vest over a 3-year period with 33% vesting after each of one year, two years, and three years after the grant date, respectively.
Except as noted above, options granted during 2019 vest over a one-year period, with 25% vesting after each of three months, six months, nine months, and twelve months after the grant date, respectively.
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SILVERCREST METALS INC.
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6. CAPITAL STOCK (continued)
Stock options (continued)
Stock options outstanding and exercisable as of March 31, 2020 are as follows:
| Options outstanding | Options exerciseable | |||||||||||
| Number of shares | Remaining life | Number of shares | ||||||||||
| Expiry date | Exercise price | issuable on exercise | (years) | issuable on exercise | ||||||||
| June 30, 2020* | $ | 1.94 - $3.24 | 17,500 | 0.25 | 17,500 | |||||||
| December 9, 2020 | $ | 0.16 | 625,000 | 0.69 | 625,000 | |||||||
| October 17, 2021 | $ | 2.56 | 100,000 | 1.55 | 100,000 | |||||||
| December 9, 2021 | $ | 2.30 | 1,225,000 | 1.69 | 1,225,000 | |||||||
| January 3, 2022 | $ | 2.55 | 100,000 | 1.76 | 100,000 | |||||||
| August 4, 2022 | $ | 1.88 | 655,500 | 2.35 | 655,500 | |||||||
| January 2, 2023 | $ | 1.84 | 500,000 | 2.76 | 500,000 | |||||||
| January 4, 2023 | $ | 1.94 | 857,500 | 2.76 | 857,500 | |||||||
| November 11, 2023 | $ | 3.41 | 100,000 | 3.62 | 100,000 | |||||||
| November 13, 2023 | $ | 3.30 | 200,000 | 3.62 | 200,000 | |||||||
| December 14, 2023 | $ | 3.24 | 1,515,000 | 3.71 | 1,515,000 | |||||||
| May 30, 2024 | $ | 4.54 | 137,500 | 4.17 | 100,000 | |||||||
| September 4, 2024 | $ | 8.21 | 950,000 | 4.43 | 475,000 | |||||||
| October 17, 2024 | $ | 7.89 | 7,500 | 4.55 | 1,875 | |||||||
| December 19, 2024 | $ | 8.24 | 843,750 | 4.72 | - | |||||||
| 7,834,250 | 6,472,375 | |||||||||||
*Note: the expiry date of these options was modified during 2019. See "Share-based compensation", below.
The weighted average remaining life of options outstanding is 3.02 years.
Share-based compensation
The fair value of options granted during 2019 was estimated using the Black-Scholes Option Pricing Model using the following weighted average assumptions:
| Year ended | ||
| December 31, 2019 | ||
| Expected option life (years) | 3.70 | |
| Expected volatility | 58.82% | |
| Expected dividend yield | - | |
| Risk-free interest rate | 1.42% | |
| Expected forfeiture rate | 1.00% | |
| Fair value per option | $ | 3.48 |
| Total fair value | $ | 6,877,363 |
During the three months ended March 31, 2020, the Company recognized share-based compensation of $1,303,480 for the vested portion of options granted during 2019 of which $725,067 was expensed and $578,413 was recorded as exploration and evaluation expenditures (note 3).
During the three months ended March 31, 2019, the Company recognized share-based compensation expense of $1,772,154 for the vested portion of stock options granted during 2018, of which $1,234,024 was expensed and $538,130 was recorded as exploration and evaluation expenditures.
During 2019, the Company modified the expiry date of 55,000 options, with exercise prices ranging from $1.88 to $3.24 per share, to June 30, 2020. The original expiry dates ranged from December 9, 2020 to December 13, 2023. As a result of this modification during 2019, the Company recognized the incremental fair value of the options of $100,652 as stock-based compensation expense.
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SILVERCREST METALS INC.
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6. CAPITAL STOCK (continued)
Share-based payment reserve
The share-based payment reserve records items recognized as share-based compensation and the fair value of private placement warrants issued based on the residual method. At the time that stock options or warrants are exercised, the corresponding amount is reallocated to share capital or, if cancelled or expired, the corresponding amount is reallocated to deficit.
A summary of share-based payment reserve transactions is as follows:
| Three months ended | Year ended | |||||
| March 31, 2020 | December 31, 2019 | |||||
| Balance, beginning of period (year) | $ | 11,369,296 | $ | 6,196,165 | ||
| Share-based compensation, stock options | 1,303,480 | 5,892,457 | ||||
| Stock options exercised, reallocated to capital stock | (565,071 | ) | (635,357 | ) | ||
| Stock options forfeited, reallocated to deficit | (48,926 | ) | (83,969 | ) | ||
| Balance, end of period (year) | $ | 12,058,779 | $ | 11,369,296 |
Deferred share units
During 2019, the Board of Directors approved a cash-settled Deferred Share Unit ("DSU") plan. Each DSU entitles the holder to receive cash equal to the current market value of the equivalent number of common shares of the Company. DSUs vest immediately and become payable upon the retirement of the holder. The share-based compensation expense related to the DSUs was calculated using the fair value method based on the market price of the Company's shares at the end of each reporting period. As DSUs are cash settled, the Company recorded a corresponding liability in accounts payable and accrued liabilities.
During 2019, the Company issued 27,500 DSUs. As of March 31, 2020, the market value of the Company's common shares was $7.37 (December 31, 2019 - $8.77). Accordingly, during the three months ended March 31, 2020, the Company recorded a share-based compensation recovery of $38,500 (March 31, 2019 - $Nil) and an accrued liability of $202,675 (December 31, 2019 - $241,175).
A summary of DSU transactions during the period (year) is as follows:
| Three months ended | Year ended | |||||
| March 31, 2020 | December 31, 2019 | |||||
| Outstanding, beginning of period (year) | 27,500 | - | ||||
| Issued | - | 27,500 | ||||
| Outstanding, end of period (year) | 27,500 | 27,500 |
The following table summarizes the change in the accrued DSU liability:
| Three months ended | Year ended | |||||
| March 31, 2020 | December 31, 2019 | |||||
| Outstanding, beginning of period (year) | $ | 241,175 | $ | - | ||
| Change in accrued DSU liability | (38,500 | ) | 241,175 | |||
| Outstanding, end of period (year) | $ | 202,675 | $ | 241,175 |
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7. LEASE LIABILITIES
The Company's lease liabilities were as follows:
| Lease liabilities | March 31, 2020 | December 31, 2019 | |||||
| Lease liabilities | $ | 498,748 | $ | 532,348 | |||
| Less: current portion | (175,620 | ) | (175,620 | ) | |||
| Long-term portion | $ | 323,128 | $ | 356,728 | |||
Changes to the Company’s lease liabilities were as follows:
| Three months ended | Year ended | |||||
| March 31, 2020 | December 31, 2019 | |||||
| Opening balance | $ | 532,348 | $ | - | ||
| Lease liability due to initial application of IFRS 16 | - | 645,052 | ||||
| New leases | - | 10,452 | ||||
| Interest expense | 13,007 | (58,028 | ) | |||
| Interest paid | (13,007 | ) | 58,028 | |||
| Payment of principal portion of lease liabilities | (33,600 | ) | (123,156 | ) | ||
| Balance, end of period (year) | $ | 498,748 | $ | 532,348 |
8. SEGMENTED INFORMATION
The Company operates in one reportable segment, being the acquisition and exploration of mineral property interests in Mexico.
Geographical segmented information is presented as follows:
| Canada | Mexico | Total | |||||||
| Comprehensive loss | |||||||||
| Three months ended March 31, 2020 | |||||||||
| Net loss for the period | $ | 3,242,404 | $ | 13,411,198 | $ | 16,653,602 | |||
| Three months ended March 31, 2019 | |||||||||
| Net loss for the period | $ | 2,782,621 | $ | 6,690,976 | $ | 9,473,597 | |||
| Non-current assets and liabilities | |||||||||
| March 31, 2020 | |||||||||
| Taxes receivable | $ | - | $ | 6,365,988 | $ | 6,365,988 | |||
| Deposits | $ | 93,553 | $ | - | $ | 93,553 | |||
| Property and equipment | $ | 479,058 | $ | 3,306,978 | $ | 3,786,036 | |||
| Exploration and evaluation assets | $ | - | $ | 5,489,773 | $ | 5,489,773 | |||
| December 31, 2019 | |||||||||
| Taxes receivable | $ | - | $ | 6,461,327 | $ | 6,461,327 | |||
| Deposits | $ | 93,553 | $ | - | $ | 93,553 | |||
| Property and equipment | $ | 535,159 | $ | 2,261,735 | $ | 2,796,894 | |||
| Exploration and evaluation assets | $ | - | $ | 5,489,773 | $ | 5,489,773 |
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SILVERCREST METALS INC.
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9. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Financial instruments carrying value and fair value
The Company's financial instruments consist of cash and cash equivalents, amounts receivable, and accounts payable and accrued liabilities. The carrying value of amounts receivable and accounts payable and accrued liabilities (except as noted) approximate their fair values due to the short-term nature of these instruments. In relation to the Company's DSU plan (note 6), the Company recorded the fair value of DSUs in accounts payable and accrued liabilities.
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. The Company's accounts payable and accrued liabilities (related to DSUs) are measured using level 1 inputs.
The following table summarizes the classification and carrying values of the Company's financial instruments:
| Fair value through | Amortized cost | Amortized cost | Total | |||||||||
| profit and loss | (financial assets) | (financial liabilities) | ||||||||||
| March 31, 2020 | ||||||||||||
| Financial assets | ||||||||||||
| Amounts receivable | $ | - | $ | 513,336 | $ | - | $ | 513,336 | ||||
| Financial liabilities | ||||||||||||
| Accounts payable and accrued liabilities | $ | 202,675 | $ | - | $ | 11,630,797 | $ | 11,833,472 | ||||
| Lease liabilities | - | - | 498,748 | 498,748 | ||||||||
| Total financial liabilities | $ | 202,675 | $ | - | $ | 12,129,545 | $ | 12,332,220 | ||||
| December 31, 2019 | ||||||||||||
| Financial assets | ||||||||||||
| Amounts receivable | $ | - | $ | 617,873 | $ | - | $ | 617,873 | ||||
| Financial liabilities | ||||||||||||
| Accounts payable and accrued liabilities | $ | 241,175 | $ | - | $ | 4,720,826 | $ | 4,962,001 | ||||
| Lease liabilities | - | - | 532,348 | 532,348 | ||||||||
| Total financial liabilities | $ | 241,175 | $ | - | $ | 5,253,174 | $ | 5,494,349 |
10. SUBSEQUENT EVENTS
Subsequent to March 31, 2020, the following events occurred:
- On April 17, 2020, the Company completed a private placement of 13,465,001 common shares at a price of $7.50 per common share for gross proceeds of $100,987,508. In connection with the private placement, the Company incurred capital stock issuance costs of $1,169,927.
- On April 24, 2020, the Company completed a private placement with SSR Mining of 3,597,291 common shares at a price of $7.50 per common share for gross proceeds of $26,979,683. SSR Mining exercised its right to maintain its pro rata ownership interest of up to 9.9% of the outstanding common shares of the Company pursuant to an agreement between the Company and SSR Mining dated November 28, 2018. SSR Mining subsequently sold these shares to a third party.
- The Company issued 30,500 common shares at prices ranging from $1.88 to $3.24 per share for gross proceeds of $68,970 upon the exercise of stock options.
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