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 year period ended December 31, 2019

 

 

  Commission file number: 001-33621  

 

ALEXCO RESOURCE CORP.

(Exact Name of Registrant as Specified in its Charter)

 

British Columbia, Canada   1040   91-0742812
(Province or other jurisdiction of incorporation or organization)   (Primary Standard Industrial
Classification Code)
  (I.R.S. Employer Identification No.)
         

Suite 1225, Two Bentall Centre, 555 Burrard Street, Box 216

Vancouver, British Columbia, Canada V7X 1M9
(604) 633-4888

(Address and Telephone Number of Registrant’s Principal Executive Offices)

 

DL Services Inc.

Columbia Center, 701 Fifth Avenue, Suite 1600

Seattle, Washington 98104

(206) 903-5448

Copies to:

Jason K. Brenkert

Dorsey & Whitney LLP
1400 Wewatta Street, Suite 400
Denver, Colorado 80202

(303) 352-1133

(Name, address (including zip code) and telephone number (including area
code) of agent for service in the United States)
           

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class: Trading Symbol(s) Name of Each Exchange On Which Registered:
Common Shares, no par value AXU NYSE American

 

Securities registered or to be registered pursuant to Section 12(g) of the Act: N/A

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: N/A

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, 2019, 119,994,664 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).  x    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. ¨

 

 

 

 

 

EXPLANATORY NOTE

 

Alexco Resource Corp. (the “Corporation” 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 Corporation is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Corporation are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

 

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 Corporation's business plans, including but not limited to anticipated results and developments in the Corporation’s operations in future periods, planned exploration and development of its mineral properties, plans related to its business and other matters that may occur in the future, made as of the date of this annual report. Forward-looking statements may include, but are not limited to, statements with respect to amendments to the silver purchase agreement (“SPA” or the “Silver Purchase Agreement”) with Wheaton Precious Metals Corp. (“Wheaton”) and its impact on the Corporation, the resulting effect on pricing and other terms of the SPA, additional capital requirements to fund further exploration and development work on the Corporation's properties, future remediation and reclamation activities, future mineral exploration, the estimation of mineral reserves and mineral resources, the realization of mineral reserve and mineral resource estimates, future mine construction and development activities, future mine operation and production, the timing of activities, the amount of estimated revenues and expenses, the success of exploration activities, permitting time lines, requirements for additional capital and sources and uses of funds. 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”, “anticipates”, “plans”, “estimates”, “intends”, “strategy”, “goals”, “objectives” or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be “forward-looking statements”.

 

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. Such factors include, but are not limited to, risks related to actual results and timing of exploration and development activities; actual results and timing of mining activities; actual results and timing of environmental services operations; actual results and timing of remediation and reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of silver, gold, lead, zinc and other commodities; possible variations in resources, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; First Nation rights and title; continued capitalization and commercial viability; global economic conditions; competition; delays in obtaining governmental approvals or financing or in the completion of development activities, and inability of the Corporation to obtain additional financing needed to fund certain contingent payment obligations on reasonable terms or at all. Furthermore, forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Corporation or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including but not limited to those referred to in the exhibits attached to this annual report on Form 40-F, including the Corporation’s Annual Information Form filed as Exhibit 99.1 and elsewhere.

 

Forward-looking statements are based on certain assumptions that management believes are reasonable at the time they are made. In making the forward-looking statements included in this annual report, the Corporation has applied several material assumptions, including, but not limited to, the assumption that: (1) additional financing needed to fund certain contingent payment obligations to Wheaton; (2) additional financing needed for the capacity related refund under the SPA with Wheaton will be available on reasonable terms; (3) additional financing needed for further exploration and development work on the Corporation's properties will be available on reasonable terms; (4) the proposed development of its mineral projects will be viable operationally and economically and proceed as planned; (5) market fundamentals will result in sustained silver, gold, lead and zinc demand and prices, and such prices will not be materially lower than those estimated by management in preparing the annual financial statements for the year ended December 31, 2019; (6) market fundamentals will result in sustained silver, gold, lead and zinc demand and prices, and such prices will be materially consistent with or more favourable than those anticipated in the Prefeasibility Study (“PFS”) (as defined under "Description of the Business – KHSD Property"); (7) the actual nature, size and grade of its mineral resources are materially consistent with the resource estimates reported in the supporting technical reports, including the PFS; (8) labor and other industry services will be available to the Corporation at prices consistent with internal estimates; (9) the continuances of existing and, in certain circumstances, proposed tax and royalty regimes; and (10) that other parties will continue to meet and satisfy their contractual obligations to the Corporation. Statements concerning mineral reserve and resource estimates may also be deemed to constitute forward-looking information to the extent that they involve estimates of the mineralization that will be encountered if the property is developed. Other material factors and assumptions are discussed throughout the exhibits attached to this annual report on Form 40-F, including the Corporation’s Annual Information Form filed as Exhibit 99.1.

 

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The Corporation's forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made and should not be relied on as representing the Corporation's views on any subsequent date. While the Corporation anticipates that subsequent events may cause its views to change, the Corporation specifically disclaims any intention or any obligation to update forward-looking statements if circumstances or management's beliefs, expectations or opinions should change, except as required by applicable law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

 

NOTES TO UNITED STATES READERS

 

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

 

The Corporation is permitted, under the multi-jurisdictional disclosure system adopted by the United States Securities and Exchange Commission (the “SEC”), to prepare this annual report on Form 40-F in accordance with Canadian disclosure requirements, which differ from those of the United States. The Corporation has prepared its 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 also subject to auditing standards issued by SEC / Public Company Accounting Oversight Board (“PCAOB”) independence standards. The Corporation’s financial statements may not be comparable to financial statements of United States companies. Since the Corporation has prepared its financial statements in accordance with IFRS, it is not required to provide a reconciliation to United States generally accepted accounting principles.

 

CURRENCY

 

Unless otherwise indicated, all dollar amounts in this annual report on Form 40-F and the documents incorporated herein by reference are in Canadian dollars. The exchange rate of Canadian dollars into United States dollars, on December 31, 2019, based upon the close rate of exchange of Canadian dollars into United States dollars as quoted by the Bank of Canada was CAD$1.00 = US$1.2988.

 

RESOURCE AND RESERVE ESTIMATES

 

The Corporation’s Annual Information Form for the fiscal year ended December 31, 2019 filed as Exhibit 99.1 to this annual report on Form 40-F and management’s discussion and analysis for the fiscal year ended December 31, 2019 filed as Exhibit 99.3 to this annual report on Form 40-F have 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 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 for 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. 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. Under Canadian rules, Inferred Mineral Resources (as defined herein) can only be used in economic studies as provided under NI 43-101.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. An “Inferred Mineral Resource” is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource (as defined herein) and must not be converted to a mineral reserve. It is reasonably expected that the majority of inferred mineral resources could be upgraded to indicated mineral resources with continued exploration. 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.

 

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Accordingly, information contained in this annual report on Form 40-F and the documents incorporated by reference herein that contain descriptions of the Corporation’s mineral deposits 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.

 

The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC. These amendments became effective February 25, 2019 (the “SEC Modernization Rules”) and, following a two-year transition period, the SEC Modernization Rules will replace the historical property disclosure requirements for mining registrants that are included in SEC Industry Guide 7. Following the transition period, as a foreign private issuer that files its annual report of Form 40-F with the SEC pursuant to the multi-jurisdictional disclosure system, the Company is not required to provide disclosure on its mineral properties under the SEC Modernization Rules and will continue to provide disclosure under NI 43-101 and the CIM Definition Standards. If the Company ceases to be a foreign private issuer or lose its eligibility to file its annual report on Form 40-F pursuant to the multi-jurisdictional disclosure system, then the Company will be subject to the SEC Modernization Rules which differ from the requirements of NI 43-101 and the CIM Definition Standards.

 

ANNUAL INFORMATION FORM

 

The Corporation’s Annual Information Form for the fiscal year ended December 31, 2019 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 Corporation as at and for the years ended December 31, 2019 and 2018, Management’s Report on Internal Control over Financial Reporting, including the report of the Independent Registered Public Accounting Firm with respect thereto, are filed as Exhibit 99.2 to this annual report on Form 40-F and incorporated by reference herein.

 

Management’s Discussion and Analysis

 

The Corporation’s management’s discussion and analysis for the year ended December 31, 2019 is filed as Exhibit 99.3 to this annual report on Form 40-F and incorporated by reference herein.

 

Tax Matters

 

Purchasing, holding, or disposing of securities of the Corporation 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. Holders of the Corporation’s common shares should consult their own tax advisors regarding the tax consequences of purchasing, holding or disposing of securities of the Corporation.

 

CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

At the end of the period covered by this annual report on Form 40-F, an evaluation was carried out under the supervision of and with the participation of the Corporation’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operations of the Corporation’s disclosure controls and procedures, as defined in Rule 13a–15(e) under the Exchange Act. Based upon that evaluation, the Corporation’s CEO and CFO have concluded that, as of the end the period covered by this annual report on Form 40-F, the Corporation’s disclosure controls and procedures were effective to give reasonable assurance that the information required to be disclosed by the Corporation 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 SEC’s rules and forms, and (ii) accumulated and communicated to management, including its CEO and CFO, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Management’s Report on Internal Control over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. A company’s internal control over financial reporting is a process designed by, or under the supervision of, the CEO and CFO 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 company’s 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 company’s 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.

 

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Management, including the CEO and CFO, assessed the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2019, based on the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway. Based on this assessment, management has concluded that Alexco’s internal control over financial reporting was effective as at December 31, 2019.

 

Attestation Report of Independent Registered Accounting Firm

 

The effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2019 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, included in Exhibit 99.2 to this Annual Report on Form 40-F.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in the Corporation’s internal control over financial reporting during the year ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

 

CORPORATE GOVERNANCE

 

The Corporation is listed on the Toronto Stock Exchange (“TSX”) and is required to describe its practices and policies with regards to corporate governance with specific reference to TSX guidelines by way of an annual corporate governance statement in the Corporation’s annual report or information circular filed with the appropriate securities regulators in Canada. The Corporation is also listed on the NYSE American (“NYSE American”) and additionally complies as necessary with the rules and guidelines of the NYSE American as well as the SEC. The Corporation reviews its governance practices on an ongoing basis to ensure it is in compliance with all applicable requirements.

 

The Corporation’s Board of Directors is responsible for the Corporation’s Corporate Governance policies and has separately designated standing Audit, Compensation, Nominating & Corporate Governance, and Environmental, Health, Safety & Technical Committees. The Corporation’s Board of Directors has determined that all the members of the Audit and Compensation Committees are independent and that two out of three members of the Nominating & Corporate Governance Committees are independent, based on the criteria for independence and unrelatedness prescribed by the TSX and Section 803A of the NYSE American Company Guide.

 

Compensation Committee

 

Compensation of the Corporation’s CEO and all other officers is recommended to the Board of Directors for determination by the Compensation Committee. The Compensation Committee develops, reviews and monitors director and executive officer compensation and policies. The Compensation Committee is also responsible for annually reviewing the adequacy of compensation to directors, officers, and other consultants and the composition of compensation packages. The Corporation’s CEO cannot be present during the Compensation Committee’s deliberations or vote on the CEO’s compensation.

 

The Compensation Committee is composed of Elaine Sanders, Terry Krepiakevich and Karen McMaster, each of whom, in the opinion of the Board of Directors, is independent under the rules of the TSX and pursuant to Sections 803A and 805(c)(1) of the NYSE American Company Guide. During the fiscal year covered by this report, Richard Zimmer served on the Compensation Committee from January 1, 2019 through June 6, 2019 when Karen McMaster replaced Richard Zimmer on the Committee. The Corporation’s Compensation Committee Charter is available on the Company’s website at www.alexcoresource.com.

 

Nominating & Corporate Governance Committee

 

Nominees for the election to the Corporation’s Board of Directors are recommended by the Nominating & Corporate Governance Committee. The Corporation has adopted a formal written board resolution addressing the nomination process and such related matters as may be required under the rules of the TSX and the NYSE American and any applicable securities laws.

 

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The Nominating & Corporate Governance Committee is composed of Rick Van Nieuwenhuyse, Elaine Sanders and Karen McMaster, each of whom, in the opinion of the Board of Directors, is independent under the rules of the TSX and the NYSE American. The Corporation’s Nominating and Corporate Governance Committee Charter is available on the Company’s website at www.alexcoresource.com.

 

AUDIT COMMITTEE

 

Composition and Responsibilities

 

The Corporation’s 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 803B of the NYSE American Company Guide. During the Corporation’s year ended December 31, 2019, the Corporation’s Audit Committee was composed of Terry Krepiakevich, Elaine Sanders and Richard Zimmer, each of whom, in the opinion of the Corporation’s Board of Directors, is independent (as determined under Rule 10A-3 of the Exchange Act, Section 803A of the NYSE American Company Guide, and the rules of the TSX) and each of whom is financially literate. The Audit Committee meets the composition requirements set forth by Section 803B(2) of NYSE American Company Guide.

 

Mr. Krepiakevich is a member of the Board of Directors of several publicly-listed and private companies since July 2011. From June 2006 to July 2011, Mr. Krepiakevich was the Chief Financial Officer of SouthGobi Resources Ltd., a publicly-listed mining company focused on exploring and developing coal deposits in Mongolia’s South Gobi Region. Previously, Mr. Krepiakevich was Chief Financial Officer for Extreme CCTV Inc., a publicly traded company on the TSX involved in manufacturing high tech surveillance equipment, and Vice-President Finance and Chief Financial Officer of Maynards Industries Ltd., a private firm specializing in retailing, auctioneering, liquidating, and mergers and acquisition services. Prior to his position with Maynards, Mr. Krepiakevich was a senior officer in a number of private and public issuers. He is a Canadian qualified Chartered Professional Accountant and was employed with the international accounting firm Peat Marwick Thorne (KPMG), where he worked with a number of companies in mining and related industries.

 

Ms. Sanders is the Vice President, Chief Financial Officer and Corporate Secretary for Trilogy Metals Inc. Prior to Trilogy Metals Inc., Ms. Sanders served as Vice President, Chief Financial Officer and Corporate Secretary was for NovaGold Resources Inc., Ms. Sanders has over 20 years of experience in audit, finance, and accounting with public and private companies and Bachelor of Commerce degree from the University of Alberta, is a Canadian qualified Chartered Professional Accountant and a Certified Public Accountant in the United States.

 

Mr. Zimmer is a corporate director and is the former President and Chief Executive Officer of Far West Mining Ltd., which was acquired by Capstone Mining Corp. in 2011. Prior to Far West, Mr. Zimmer worked for Teck Corporation, Teck-Cominco and Teck-Pogo Inc. From 1992 to 2007 he served in various engineering and operating roles and from 1998 to 2007, as Vice President and Project Manager for Teck-Pogo. on the design and construction of the Pogo Mine near Fairbanks, Alaska. Before joining Teck, Mr. Zimmer was employed with Bow Valley Industries as Senior Staff Engineer responsible for evaluation of new mining ventures. Mr. Zimmer has over 40 years of experience in the mining industry and has a B.Sc. degree, B. Eng., MBA and is a P.Eng in the Province of British Columbia.

 

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 Corporation’s CEO, President and CFO, and the Corporation’s independent auditors to review and inquire into matters affecting financial reporting, the system of internal accounting and financial controls, and the Corporation’s audit procedures and audit plans. The Audit Committee also recommends to the Board of Directors the independent auditors to be appointed for each fiscal year. In addition, the Audit Committee reviews and recommends to the Board of Directors for approval the annual and quarterly financial statements and management’s discussion and analysis. Finally, the Audit Committee undertakes other activities as required by the rules and regulations of the TSX and the NYSE American and other governing regulatory authorities.

 

The full text of the Audit Committee Charter is set forth in the Corporation’s Annual Information Form, filed as Exhibit 99.1 and incorporated by reference in this annual report on Form 40-F.

 

Audit Committee Financial Experts

 

During the Corporation’s year ended December 31, 2019, the Board of Directors determined that Mr. Terry Krepiakevich and Ms. Elaine Sanders qualify as the Audit Committee’s “financial experts,” as defined in Item 407(d)(5)(ii) of Regulation S-K under the Exchange Act and is “financially sophisticated” as determined under Section 803(B)(2)(iii) of the NYSE Company Guide.

 

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Mr. Krepiakevich and Ms. Sanders qualify as financial experts and are financially sophisticated, in that they have an understanding of Canadian and United States generally accepted accounting principles and financial statements; are able to assess the general application of accounting principles in connection with the accounting for estimates, accruals and reserves; have experience analyzing or evaluating financial statements that entail accounting issues of equal complexity to the Corporation's financial statements (or actively supervising another person who did so); and have a general understanding of internal controls and procedures for financial reporting and an understanding of audit committee functions.

 

 

PRINCIPAL ACCOUNTING FEES AND SERVICES

 

PricewaterhouseCoopers LLP (“PwC”) serves as our Independent Registered Public Accounting Firm for the Corporation in each of the last two years. The chart below sets forth the aggregate fees billed to the Corporation by PwC for services performed in these periods and breaks down these amounts by category of service (for audit fees, audit-related fees, tax fees and all other fees):

 

External Auditor Service Fees (By Category)

 

Financial Period   Audit Fees(a)   Audit Related Fees   Tax Fees   All Other Fees
Year ended December 31, 2019   $ 451,611   $ Nil   $ Nil   $ Nil
Year ended December 31, 2018   $ 377,311   $ Nil   $ Nil   $ Nil

 

a) “Audit Fees” are the aggregate fees billed by PwC for the following:

 

· Audits of the Corporation’s consolidated annual financial statements;

· Audits of internal control over financial reporting that are provided in connection with statutory and regulatory filings or engagements;

· Reviews of the Corporations quarterly financial statements; and

· Comfort letter, consents, and other services related to the SEC.

 

PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PROVIDED BY INDEPENDENT AUDITORS

 

The Audit Committee nominates and engages the independent auditors to audit the financial statements, and approves all audit, audit-related services, tax services and other services provided by PwC. Any services provided by PwC that are not specifically included within the scope of the audit must be pre-approved by the Audit Committee prior to any engagement. The Audit Committee is permitted to approve certain fees for audit-related services, tax services and other services pursuant to a de minimus exception before the completion of the engagement. In the year ended December 31, 2019, no fees paid to PwC were approved pursuant to the de minimus exception.

 

OFF-BALANCE SHEET TRANSACTIONS

 

The Corporation does not have any off-balance sheet financing arrangements or relationships with unconsolidated special purpose entities.

 

CODE OF ETHICS

 

The Corporation’s Board of Directors has adopted a written Code of Business Conduct and Ethics by which it and all officers and employees of the Corporation abide. In addition, the Board of Directors, through its meetings with management and other informal discussions with management, encourages a culture of ethical business conduct and believes the Corporation's high caliber management team promotes a culture of ethical business conduct throughout the Corporation's operations and is expected to monitor the activities of the Corporation’s employees, consultants and agents in that regard. The Board of Directors encourages any concerns regarding ethical conduct in respect of the Corporation’s operations to be raised, on an anonymous basis, with the Chairman and CEO, the Lead Director, or another Board member as appropriate.

 

It is a requirement of applicable corporate law that directors and senior officers who have an interest in a transaction or agreement with the Corporation promptly disclose that interest at any meeting of the Board at which the transaction or agreement will be discussed and, in the case of directors, abstain from discussions and voting in respect to the same if the interest is material. These requirements are also contained in the Corporation's Articles, which are made available to the directors and senior officers of the Corporation. All related party transactions are subject to the review of the Corporation’s Audit Committee.

 

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All amendments to the Code of Business Conduct and Ethics, and all waivers of the Code with respect to any of the officers covered by it, will be posted on the Corporation’s website (as provided below) and provided in print to any shareholder who requests them. During the fiscal year ended December 31, 2019, the Corporation did not make any such amendments or grant any such waivers. The Corporation’s Code of Business Conduct and Ethics is located on its website at www.alexcoresource.com.

 

CONTRACTUAL OBLIGATIONS

 

The following table lists as of December 31, 2019 information with respect to the Corporation’s known contractual obligations.

 

    Payments due by Period  (in thousands of Canadian dollars)  
Contractual Obligations   Total     Less than 1
year
    1-3 years     3-5 years     More than 5
years
 
Leases   $ 1,817     $ 540     $ 988     $ 289     $ Nil  
Purchase obligations     360       60       180       120       Nil  
Decommissioning and rehabilitation provision (undiscounted basis)     7,463       230       741       136       6,356  
TOTAL   $ 9,640     $ 830     $ 1,909     $ 545     $ 6,356  

 

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, 2019 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.

 

NYSE AMERICAN CORPORATE GOVERNANCE

 

The Corporation’s common shares are listed on the NYSE American under the trading symbol “AXU”. Section 110 of the NYSE American Company Guide permits the NYSE American to consider the laws, customs and practices of foreign issuers in relaxing certain NYSE American listing criteria, and to grant exemptions from NYSE American listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law. A description of the significant ways in which the Corporation’s governance practices differ from those followed by domestic companies pursuant to NYSE American standards is as follows:

 

Shareholder Meeting Quorum Requirement: The NYSE American minimum quorum requirement for a shareholder meeting is one-third of the outstanding shares of common stock. In addition, a company listed on the NYSE American is required to state its quorum requirement in its bylaws. The Corporation’s quorum requirement is set forth in its charter documents under the laws of the Province of British Columbia, Canada. A quorum for a meeting of shareholders of the Corporation is one person present or represented by proxy.

 

Proxy Delivery Requirement: The NYSE American 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 Corporation is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act, and the equity securities of the Corporation 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 Corporation solicits proxies in accordance with applicable rules and regulations in Canada.

 

The foregoing are consistent with the laws, customs and practices in Canada.

 

In addition, the Corporation may from time-to-time seek relief from NYSE American corporate governance requirements on specific transactions under Section 110 of the NYSE American Company Guide by providing written certification from independent local counsel that the non-complying practice is not prohibited by our home country law, in which case, the Corporation shall make the disclosure of such transactions available on its website at www.alexcoresource.com. Information contained on the Corporation’s website is not part of this annual report on Form 40-F.

 

7

 

 

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 (“Mine Act”). During the year ended December 31, 2019, neither the Corporation nor its subsidiaries operated a mine in the United States, and were not subject to regulation by MSHA under the Mine Act.

 

UNDERTAKING

 

The Corporation 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

 

Concurrently herewith, the Corporation is filing an updated Appointment of Agent for Service of Process and Undertaking on Form F-X with the SEC 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 referencing the Company’s file number.

 

8

 

 

EXHIBIT INDEX

 

The following exhibits have been filed as part of this Annual Report on Form 40-F.

 

EXHIBITS
99.1 Annual Information Form of the Corporation for the year ended December 31, 2019
99.2 Consolidated Financial Statements for the years ended December 31, 2019 and 2018
99.3 Management’s Discussion and Analysis for the year ended December 31, 2019
CERTIFICATIONS
99.4 Certificate of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act
99.5 Certificate of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act
99.6 Certificate of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.7 Certificate of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
CONSENTS
99.8 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
99.9 Consent of Adrian Churcher, P. Eng.
99.10 Consent of Zach Allwright, P.Eng.
99.11 Consent of Paul Hughes, Ph.D., P.Eng.
99.12 Consent of Hassan Ghaffari, P.Eng.
99.13 Consent of Ting Lu, M.Sc., P.Eng.
99.14 Consent of Gilles Arseneau, Ph.D., P.Geo.
99.15 Consent of Cliff Revering, P.Eng.
99.16 Consent of David Farrow, Pr.Sci.Nat, P.Geo.
99.17 Consent of Alan McOnie, FAusIMM
99.18 Consent of Neil Chambers, P.Eng.
101,INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

 

  8  

 

 

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.

 

  ALEXCO RESOURCE CORP.
     
  By: /s/ Clynton R. Nauman
Name: Clynton R. Nauman
Title: Chairman and Chief Executive Officer
     

Date: March 11, 2020

 

  9  

 

Exhibit 99.1

 

 

ANNUAL INFORMATION FORM

 

 

ALEXCO RESOURCE CORP.

 

Suite 1225, Two Bentall Centre, 555 Burrard Street, Box 216

Vancouver, British Columbia, V7X 1M9

Telephone: (604) 633-4888

Facsimile: (604) 633-4887

E-Mail: info@alexcoresource.com

Website: www.alexcoresource.com

 

For the year ended December 31, 2019

 

Dated as of March 11, 2020

 

 

 

 

 

TABLE OF CONTENTS

 

PRELIMINARY NOTES 1
GLOSSARY OF TECHNICAL TERMS 3
Metric Equivalents 6
CORPORATE STRUCTURE 7
GENERAL DEVELOPMENT OF THE BUSINESS 7
Formation of the Corporation 7
Three Year History and Significant Acquisitions 9
DESCRIPTION OF THE BUSINESS 11
Mining Business 11
KHSD Property 12
Environmental Services 12
General 12
Keno Hill Project 13
Social and Environmental Policies 13
RISK FACTORS 14
Negative Cash Flow From Operating Activities 14
Forward-Looking Statements May Prove Inaccurate 14
Dilution 14
Exploration, Evaluation and Development 14
Figures for the Corporation's Resources are Estimates Based on Interpretation and Assumptions and May Yield Less Mineral Production Under Actual Conditions than is Currently Estimated 15
Amendments to Share Purchase Agreement with Wheaton 15
Keno Hill District 16
Mining Operations 16
Employee Recruitment and Retention 17
Dependence on Management 17
Permitting and Environmental Risks and Other Regulatory Requirements 17
Environmental Services 18
Potential Profitability of Mineral Properties Depends Upon Factors Beyond the Control of the Corporation 18
First Nation Rights and Title 18
Title to Mineral Properties 19
Capitalization and Commercial Viability 19
Critical Accounting Estimates and Judgments 19
General Economic Conditions May Adversely Affect the Corporation’s Growth and Profitability 20
Operating Hazards and Risks 20
Competition 20
Certain of the Corporation’s Directors and Officers are involved with Other Natural Resource Companies, Which May Create Conflicts of Interest from Time to Time 20
The Corporation May Fail to Maintain Adequate Internal Control Over Financial Reporting Pursuant to the Requirements of the Sarbanes-Oxley Act 21
As a “foreign private issuer”, the Corporation is exempt from Section 14 proxy rules and Section 16 of the Securities Exchange Act of 1934 21
It may be difficult to enforce judgments or bring actions outside the United States against the Corporation and certain of our directors 21
DIVIDENDS 21
DESCRIPTION OF CAPITAL STRUCTURE 21
MARKET FOR SECURITIES 22
Trading Price and Volume 22

 

     

 

 

Securities Not Listed or Quoted 23
Prior Sales 23
DIRECTORS AND OFFICERS 24
Name, Occupation and Security Holding 24
Cease Trade Orders, Bankruptcies, Penalties or Sanctions 25
Conflicts of Interest 26
AUDIT COMMITTEE INFORMATION 27
Audit Committee Charter 27
Composition of the Audit Committee 32
Reliance on Certain Exemptions 32
Audit Committee Oversight 33
Pre-Approval Policies and Procedures 33
External Auditor Service Fees (By Category) 33
LEGAL PROCEEDINGS AND REGULATORY ACTIONS 33
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS 34
TRANSFER AGENTS AND REGISTRARS 34
MATERIAL CONTRACTS 34
INTERESTS OF EXPERTS 34
Names of Experts 34
Interests of Experts 34
ADDITIONAL INFORMATION 35
SCHEDULE "A" 36

 

     

 

 

PRELIMINARY NOTES

 

In this Annual Information Form (“AIF”), Alexco Resource Corp. is referred to as the “Corporation”, “Company” or “Alexco”. All information contained herein is as at and for the year ended December 31, 2019, unless otherwise specified. All dollar amounts in this AIF are expressed in Canadian dollars unless otherwise indicated.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This AIF contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of applicable Canadian securities laws (together, “forward-looking statements”) concerning the Corporation's business plans, including but not limited to anticipated results and developments in the Corporation’s operations in future periods, planned exploration and development of its mineral properties, plans related to its business and other matters that may occur in the future, made as of the date of this AIF. Forward-looking statements may include, but are not limited to, statements with respect to amendments to the silver purchase agreement (“SPA” or the “Silver Purchase Agreement”) with Wheaton Precious Metals Corp. (“Wheaton”) and its impact on the Corporation, the resulting effect on pricing and other terms of the SPA, additional capital requirements to fund further exploration and development work on the Corporation's properties, future remediation and reclamation activities, future mineral exploration, the estimation of mineral reserves and mineral resources, the realization of mineral reserve and mineral resource estimates, future mine construction and development activities, future mine operation and production, the timing of activities, the amount of estimated revenues and expenses, the success of exploration activities, permitting time lines, requirements for additional capital and sources and uses of funds. 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”, “anticipates”, “plans”, “estimates”, “intends”, “strategy”, “goals”, “objectives” or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be “forward-looking statements”.

 

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. Such factors include, but are not limited to, risks related to actual results and timing of exploration and development activities; actual results and timing of mining activities; actual results and timing of environmental services operations; actual results and timing of remediation and reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of silver, gold, lead, zinc and other commodities; possible variations in resources, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; First Nation rights and title; continued capitalization and commercial viability; global economic conditions; competition; delays in obtaining governmental approvals or financing or in the completion of development activities, and inability of the Corporation to obtain additional financing needed to fund certain contingent payment obligations on reasonable terms or at all. Furthermore, forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Corporation or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including but not limited to those referred to in this AIF under the heading “Risk Factors” and elsewhere.

 

Forward-looking statements are based on certain assumptions that management believes are reasonable at the time they are made. In making the forward-looking statements included in this AIF, the Corporation has applied several material assumptions, including, but not limited to, the assumption that: (1) additional financing may be needed to fund certain contingent payment obligations to Wheaton; (2) additional financing needed for the capacity related refund under the SPA with Wheaton will be available on reasonable terms; (3) additional financing needed for further exploration and development work on the Corporation's properties will be available on reasonable terms; (4) the proposed development of its mineral projects will be viable operationally and economically and proceed as planned; (5) market fundamentals will result in sustained silver, gold, lead and zinc demand and prices, and such prices will not be materially lower than those estimated by management in preparing the annual financial statements for the year ended December 31, 2019; (6) market fundamentals will result in sustained silver, gold, lead and zinc  demand and prices, and such prices will be materially consistent with or more favourable than those anticipated in the Prefeasibility Study (“PFS”) (as defined under "Description of the Business – KHSD Property"); (7) the actual nature, size and grade of its mineral resources are materially consistent with the resource estimates reported in the supporting technical reports, including the PFS; (8) labor and other industry services will be available to the Corporation at prices consistent with internal estimates; (9) the continuances of existing and, in certain circumstances, proposed tax and royalty regimes; and (10) that other parties will continue to meet and satisfy their contractual obligations to the Corporation. Statements concerning mineral reserve and resource estimates may also be deemed to constitute forward-looking information to the extent that they involve estimates of the mineralization that will be encountered if the property is developed. Other material factors and assumptions are discussed throughout this AIF and, in particular, under the heading “Risk Factors”.

 

    1

 

 

The Corporation's forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made and should not be relied on as representing the Corporation's views on any subsequent date. While the Corporation anticipates that subsequent events may cause its views to change, the Corporation specifically disclaims any intention or any obligation to update forward-looking statements if circumstances or management's beliefs, expectations or opinions should change, except as required by applicable law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

 

Technical Disclosure Cautionary Note to U.S. Investors – Information Concerning Preparation of Resource Estimates

 

The material scientific and technical information in respect of Alexco’s Keno Hill Silver District (“KHSD”) project in this AIF, unless otherwise indicated is based upon the information contained in the PFS. Readers are encouraged to read the PFS, which is available under the Corporation’s profile on SEDAR, for detailed information concerning KHSD. All disclosure contained in this AIF regarding the mineral reserves and mineral resource estimates and economic analysis on the property is fully qualified by the full disclosure contained in the PFS.

 

A production decision which is made without a feasibility study of mineral reserves demonstrating economic and technical viability carries additional potential risks which include, but are not limited to, the risk that additional detailed work may be necessary with respect to mine design and mining schedules, metallurgical flow sheets and process plant designs, and the noted inherent risks pertaining to the inclusion of approximately 2% Inferred Mineral Resources (as defined herein) in the mine plan.

 

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 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 the United States Securities and Exchange Commission’s (“SEC”) Industry Guide 7 under the United States Securities Act of 1933, as amended. Under SEC Industry Guide 7, 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. Under Canadian rules, Inferred Mineral Resources (as defined herein) can only be used in economic studies as provided under NI 43-101. 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. An “Inferred Mineral Resource” is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource (as defined herein) and must not be converted to a mineral reserve. It is reasonably expected that the majority of inferred mineral resources could be upgraded to indicated mineral resources with continued exploration. 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.

 

    2

 

 

Accordingly, information concerning mineral deposits contained in this AIF 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.

 

The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC. These amendments became effective February 25, 2019 (the “SEC Modernization Rules”) and, following a two-year transition period, the SEC Modernization Rules will replace the historical property disclosure requirements for mining registrants that are included in SEC Industry Guide 7. Following the transition period, as a foreign private issuer that files its annual report of Form 40-F with the SEC pursuant to the multi-jurisdictional disclosure system, the Company is not required to provide disclosure on its mineral properties under the SEC Modernization Rules and will continue to provide disclosure under NI 43-101 and the CIM Definition Standards. If the Company ceases to be a foreign private issuer or lose its eligibility to file its annual report on Form 40-F pursuant to the multi-jurisdictional disclosure system, then the Company will be subject to the SEC Modernization Rules which differ from the requirements of NI 43-101 and the CIM Definition Standards.

 

Qualified Person Under NI 43-101

 

Except where specifically indicated otherwise, the disclosure in this AIF of scientific and technical information regarding exploration projects on Alexco’s mineral properties has been reviewed and approved by Alan McOnie, FAusIMM, Vice President, Exploration, while that regarding mine development and operations has been reviewed and approved by Neil Chambers, P.Eng., Mine Superintendent, both of whom are Qualified Persons as defined by NI 43-101.

 

GLOSSARY OF TECHNICAL TERMS

 

The following is a glossary of certain mining terms and abbreviations used in this AIF:

 

Ag Silver.
   
Assay In economic geology, to analyze the proportions of metal in a rock or overburden sample; to test an ore or mineral for composition, purity, weight or other properties of commercial interest.
   
Au Gold.
   
CIM Canadian Institute of Mining, Metallurgy and Petroleum.
   
Deposit A mineralized body which has been physically delineated by sufficient drilling, trenching, and/or underground work, and found to contain a sufficient average grade of metal or metals to warrant further exploration and/or development expenditures; such a deposit does not qualify as a commercially mineable ore body or as containing ore reserves, until final legal, technical, and economic factors have been resolved.
   
Dip The angle at which a stratum or vein is inclined from the horizontal.

 

    3

 

 

Fold A bend in strata or any planar structure.
   
g/t Grams per tonne
   
Grade The amount of valuable metal in each tonne of mineralized rock, expressed as grams per tonne (“g/t”) for precious metals, as percent (%) for copper, lead and zinc.
   
Hectare An area equal to 100 meters by 100 meters.
   
Indicated Mineral Resource That part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation. An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral Resource and may only be converted to a Probable Mineral Reserve.
   

Inferred Mineral Resource

That part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration. 

   
km Kilometers.
   
m Meters.
   

Measured Mineral Resource 

That part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation. A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proven Mineral Reserve or to a Probable Mineral Reserve.

   

Mineral Reserve, Proven Mineral Reserve, Probable Mineral Reserve

 

 

Mineral Reserves are sub-divided in order of increasing confidence into Probable Mineral Reserves and Proven Mineral Reserves. A Probable Mineral Reserve has a lower level of confidence than a Proven Mineral Reserve.

 

A Mineral Reserve is the economically mineable part of a measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at pre-feasibility or feasibility level as appropriate that include application of Modifying Factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified.

 

The reference point at which Mineral Reserves are defined, usually the point where the ore is delivered to the processing plant, must be stated. It is important that, in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported. 

 

    4

 

 

  The public disclosure of a Mineral Reserve must be demonstrated by a Pre-Feasibility Study or Feasibility Study. The terms “Mineral Reserve”, “Proven Mineral Reserve” and “Probable Mineral Reserve” used in this AIF are mining terms defined under CIM standards and used in accordance with NI 43-101. Mineral Reserves, Proven Mineral Reserves and Probable Mineral Reserves presented under CIM standards may not conform with the definitions of “reserves” or “proven reserves” or “probable reserves” under United States Industry Guide 7. See “Preliminary Notes – Technical Disclosure Cautionary Note to U.S. Investors – Information Concerning Preparation of Resource Estimates”.
   

Mineral Resource, Measured Mineral Resource, Indicated Mineral Resource, Inferred Mineral Resource

 

Mineral Resources are sub-divided, in order of increasing geological confidence, into inferred, indicated and measured categories. An Inferred Mineral Resource has a lower level of confidence than that applied to an Indicated Mineral Resource. An Indicated Mineral Resource has a higher level of confidence than an Inferred Mineral Resource but has a lower level of confidence than a Measured Mineral Resource.

 

A Mineral Resource is a concentration or occurrence of solid material of economic interest in or on the earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling.

 

The terms “mineral resource”, “measured mineral resource”, “indicated mineral resource”, and “inferred mineral resource” used in this AIF are mining terms defined under CIM standards and used in accordance with NI 43-101. They are not defined terms under United States Industry Guide 7 and generally may not be used in documents filed with the SEC by U.S. companies. See “Technical Disclosure Cautionary Note to U.S. Investors – Information Concerning Preparation of Resource Estimates”.

   
Mineralization The concentration of metals and their chemical compounds within a body of rock.
   
Modifying Factors The factors used to convert Mineral Resources to Mineral Reserves.  These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors.
   
Ore A metal or mineral or a combination of these of sufficient value as to quality and quantity to enable it to be mined at a profit after the application of Modifying Factors.
   
Ounce or oz A troy ounce or twenty penny weights or 480 grains or 31.103 grams.
   
Outcrop An exposure of bedrock at the surface.

 

    5

 

 

Pb Lead.
   
Probable Mineral Reserve The economically mineable part of an Indicated Mineral Resource and, in some circumstances, a Measured Mineral Resource. The confidence in the Modifying Factors applying to a Probable Mineral Reserve is lower than that applying to a Proven Mineral Reserve.
   
Proven Mineral Reserve The economically mineable part of a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of confidence in the Modifying Factors.
   

PFS 

A Pre-Feasibility Study is a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a preferred mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, is established and an effective method of mineral processing is determined. It includes a financial analysis based on reasonable assumptions on the Modifying Factors and the evaluation of any other relevant factors which are sufficient for a Qualified Person, acting reasonably, to determine if all or part of the Mineral Resource may be converted to a Mineral Reserve at the time of reporting. A Pre-Feasibility Study is at a lower confidence level than a Feasibility Study. 

 
Quartz A mineral composed of silicon dioxide.
   
Strike Direction or trend of a geologic structure as it intersects the horizontal.
   
Ton (T) Also referred to as “short ton”, a United States unit of weight equivalent to 2,000 pounds.
   
Tonne (t) A metric unit of weight equivalent to volume multiplied by specific gravity; equivalent to 1.102 tons or 1,000 kilograms (2,204.6 pounds).
   
tpd Tonnes per day
   
Vein Thin sheet-like intrusion into a fissure or crack, commonly bearing quartz.
   
Zn Zinc.

 

Metric Equivalents

 

The following table sets forth the factors for converting between Imperial measurements and metric equivalents:

 

To Convert From To Multiply By
Feet Meters 0.3048
Meters Feet 3.281
Miles Kilometers (“km”) 1.609
Kilometers Miles 0.6214
Grams Ounces (Troy) 0.03215
Grams/Tonnes Ounces (Troy)/Short Ton 0.02917
Tonnes (metric) Pounds 2,205
Tonnes (metric) Short Tons 1.1023
One troy ounce Grams 31.103

 

    6

 

 

 

CORPORATE STRUCTURE

 

The Corporation was incorporated under the Business Corporations Act (Yukon) on December 3, 2004 under the name “Alexco Resource Corp.” Effective December 28, 2007, it was continued under the Business Corporations Act (British Columbia).

 

The Corporation's head office is located at Suite 1225, Two Bentall Centre, 555 Burrard Street, Box 216, Vancouver, British Columbia, V7X 1M9, Canada, and its registered and records office is located at 400 - 725 Granville Street, Vancouver, British Columbia, V7Y 1G5, Canada.

 

At the end of its most recently completed financial year, the Corporation had the following wholly-owned subsidiaries:

 

· Alexco Keno Hill Mining Corp., organized under the laws of British Columbia (“AKHM”);

 

· Alexco Exploration Canada Corp., organized under the laws of British Columbia (“AECC”);

 

· Elsa Reclamation & Development Company Ltd., organized under the laws of Yukon (“ERDC”);

 

· Environmental Group Division (collectively “AEG”)

 

o Alexco Environmental Group Inc., organized under the laws of Yukon (“AEG Canada”)(1);

 

o Alexco Water and Environment Inc., organized under the laws of Colorado (“AWE”)(1);

 

o Alexco Environmental Group Holdings Inc., organized under the laws of British Columbia (“AEG Holdings”)(1); and

 

o Contango Strategies Ltd., organized under the laws of Saskatoon (“Contango”).(1)

 

Note:

 

(1)        As described above under “General Development of the Business – Three Year History and Significant Acquisitions”, AEG was sold on February 14, 2020. The information provided above regarding the AEG subsidiaries is presented as at the financial year-end of December 31, 2019.

 

Unless otherwise indicated or the context otherwise requires, reference to the term the “Corporation” or “Alexco” in this AIF includes Alexco Resource Corp. and its subsidiaries.

 

GENERAL DEVELOPMENT OF THE BUSINESS

 

Formation of the Corporation

 

In 2005, the Corporation completed a series of transactions pursuant to which it acquired a number of mineral property interests and rights to certain operating contracts in Yukon Territory and British Columbia, the most significant of which properties are located in Yukon Territory’s Keno Hill Silver District.

 

The Corporation operates a mining business, comprised of mineral exploration and mine development and operation in Canada, primarily in Yukon Territory.

 

As at December 31, 2019 the Corporation also operated an Environmental Group Division, AEG, through the provision of a variety of mine and industrial site related environmental services, which was sold on February 14, 2020, as described below.

 

    7

 

 

In June 2005, the Corporation was selected as the preferred purchaser of the assets of United Keno Hill Mines Limited and UKH Minerals Limited (collectively, “UKHM”) by a court appointed interim receiver and receiver-manager of UKHM. In February 2006, following negotiation of a subsidiary agreement (the “Subsidiary Agreement”) between the Government of Canada, the Government of Yukon (collectively, the “Government Group”) and the Corporation, the Supreme Court of Yukon conditionally approved the purchase of the assets of UKHM by Alexco through its wholly-owned subsidiary, ERDC, final closing of which acquisition was effected in December 2007. Under the terms of the Subsidiary Agreement, the Corporation is indemnified by the Government of Canada for all liabilities, including environmental liabilities, arising directly or indirectly as a result of the pre-existing condition of the Keno Hill mineral rights and other assets acquired from UKHM. The Subsidiary Agreement provides that ERDC may bring any mine into production on the UKHM Mineral Rights (as hereinafter defined) by designating a production unit from the mineral rights relevant to that purpose and then assuming responsibility for all costs of the production unit’s water related care and maintenance and water related components of closure reclamation. The Subsidiary Agreement further requires ERDC to pay into a separate reclamation trust a 1.5% net smelter return royalty, up to an aggregate maximum of $4 million for all production units, from any future production from the UKHM Mineral Rights, commencing once earnings from mining before interest, taxes and depreciation exceed actual exploration costs, up to a maximum of $6.2 million, plus actual development and construction capital.

 

Also, under the Subsidiary Agreement, ERDC is retained through the Government Group as a paid contractor responsible on a continuing basis for the environmental care and maintenance and ultimate closure reclamation of the former UKHM Mineral Rights. The original Subsidiary Agreement provided that ERDC was responsible for the development of the ultimate closure reclamation plan for fees of 65% of agreed commercial contractor rates, and this plan development is currently ongoing. Upon acceptance and regulatory approval, the closure reclamation plan will be implemented by ERDC at full agreed commercial contractor rates. During the period required to develop the plan, the original Subsidiary Agreement also provided that ERDC was responsible for carrying out the environmental care and maintenance of the UKHM Mineral Rights for a reducing fixed annual fee adjusted each year for certain operating and inflationary factors.

 

In July 2013, an amended and restated Subsidiary Agreement (the “ARSA”) was executed with the Government of Canada. Recognizing that developing the closure reclamation plan is more complicated than originally anticipated, the ARSA provides for the Government of Canada to contribute a higher proportion of closure plan development costs than provided for under the Subsidiary Agreement, retroactive to 2009. Going forward, ERDC will receive 95% of agreed commercial contractor rates for ongoing development of the closure reclamation plan. Furthermore, with respect to care and maintenance activity during the closure reclamation planning phase, the original reducing fee scale is replaced by a fixed fee of $850,000 per year, representing approximately 50% of estimated fully-billable care and maintenance fees.

 

Since 2006, the Corporation has carried out exploration activities on several of its properties within the Keno Hill District, with a significant component of that activity having been focused on the Bellekeno property and the Bellekeno mine, which commenced commercial production effective January 1, 2011.

 

Wheaton Precious Metals Silver Purchase Agreement

 

In October 2, 2008, the Corporation entered into a Silver Purchase Agreement with Wheaton Precious Metals (formerly Silver Wheaton). The agreement was subsequently amended on October 20, 2008, December 10, 2008, December 22, 2009, March 31, 2010, January 15, 2013, March 11, 2014 and June 16, 2014, respectively). Under the terms of the agreement:

 

· the Corporation and certain of its subsidiaries received up-front deposit payments from Wheaton totaling US$50 million, and received further payments of the lesser of US $3.90 (increasing by 1% per annum after the third year of full production) and the prevailing market price for each ounce of payable silver delivered, if as and when delivered;

 

    8

 

 

· Wheaton would receive 25% of the life of mine silver produced by the Corporation from its Keno Hill Silver District properties; and

 

· the initial silver deliveries were to come from the Bellekeno mine.

 

In light of a sharply reduced silver price environment, Bellekeno mining operations were suspended as of September 30, 2013.

 

On March 29, 2017 the Corporation and certain of its subsidiaries and Wheaton entered into an amendment agreement to the Silver Purchase Agreement (the “Amended SPA”) pursuant to which, among other things, the following amendments were made to the Silver Purchase Agreement:

 

· Wheaton will continue to receive 25% of the life of mine payable silver from the KHSD. The production payment (originally US$3.90 per ounce) will be based on monthly average silver head grade from the mill and monthly average silver spot price;

 

· The actual monthly production payment will fall within a defined grade and pricing range governed by upper and lower numeric criteria (ceiling grade/price and floor grade/price) according to the following formula:

 

(Ceiling Grade – Deemed Shipment Head Grade) X (Ceiling Price – Deemed Shipment Silver Price) X

 

Market

Price

(Ceiling Grade – Floor Grade) (Ceiling Price – Floor Price)

 

Floor Grade =   600 g/t Ag
Floor Price =   US$13/oz Ag
Ceiling Grade =   1,400 g/t Ag
Ceiling Price =   US$25/oz Ag
Deemed Shipment Head Grade =   Calculated monthly mill silver head grade
Deemed Shipment Silver Price =   Average monthly silver price
Market Price =   Spot silver price prior to day of sale

 

· The date for completion of the 400 tonne per day mine and mill completion test date was extended to December 31, 2019, and further extended out to December 31, 2020; and

 

· The Wheaton area of interest remains one (1) km around existing Alexco holdings in the KHSD.

 

In consideration of the foregoing amendments, the Corporation issued 3,000,000 shares to Wheaton with a fair value of US$4,934,948.

 

Three-Year History

 

2019 to date

 

· On March 28, 2019, the Corporation announced the results of a positive PFS for expanded silver production at Keno Hill Silver District.

 

· On April 23, 2019 the Corporation completed a private placement, on a bought deal basis, of 1,842,200 flow-through common shares at a price of $1.90 per share for gross proceeds of $3,500,000. The flow-through common shares comprise: (i) 1,579,000 flow-through shares with respect to “Canadian exploration expenses” (the “CEE Shares”) priced at $1.90 per CEE Share; and (ii) 263,200 flow-through shares with respect to “Canadian development expenses” (the “CDE Shares”) priced at $1.90 per CDE Share.

 

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· On June 7, 2019, the Corporation completed a bought deal public offering and issued 6,500,000 common shares at a price of US$1.00 ($1.33) per share for aggregate gross proceeds of US$6,500,000 ($8,634,000) for net cash proceeds of US$5,775,000 ($7,669,000).

 

· In addition to the mining business described above, the Corporation also operated an environmental services business through its Environmental Group Division, AEG, providing a variety of mine and industrial site related environmental services including management of the regulatory and environmental permitting process, environmental assessments and reclamation and closure planning. On February 14, 2020, the Corporation entered into a share purchase Agreement (“AEG Sale Agreement”) for the sale of the Corporation’s Environmental Group Division of companies, AEG, to AEG’s Executive Management (“AEG Management”) led by Jim Harrington, AEG President. Under the terms of this AEG Sale Agreement, AEG Management purchased all of the shares of AEG in consideration for payment to Alexco of $13,350,000. On closing of the transaction, AEG Management paid $12,100,000 in cash, with the balance of $1,250,000 payable pursuant to a promissory note that matures on February 14, 2021. Further particulars relating to the business of AEG, including activities being conducted under the Subsidiary Agreement, are described below under “Description of the Business – Environmental Services”.

 

Alexco retained ownership of ERDC and will execute the clean-up of historical mines in the District under its existing contractual arrangement with the Federal Government of Canada.

 

2018

 

· On February 26, 2018, the Corporation announced that it had entered into a credit agreement with Sprott Private Resource Lending (Collector), L.P. to provide a US$15,000,000 credit facility to be used for the development of the Keno Hill Project. The facility is available for drawdown for a period of 12 months and matures February 23, 2021 and bears an interest rate on the funds drawn down equal to the greater of (a) a fixed rate of 8% per annum, calculated daily and compounded monthly; and (b) a floating rate equal to 7% per annum plus LIBOR, calculated and compounded monthly. In consideration for providing the credit facility, the Corporation issued to the lender 1,000,000 warrants, each warrant exercisable for one common share of the Corporation at an exercise price of $2.25 until February 23, 2023, subject to the Corporation’s right to accelerate the expiry date of the warrants on not less than 30 days’ notice in the event that the closing price of the Corporation’s common shares on the Toronto Stock Exchange is greater than $5.625 for a period of more than 20 consecutive trading days. On February 14, 2019 the Corporation extended the availability period for draw down by six months (the expiry date was extended to August 23, 2019 from the previous expiry date of February 23, 2019) by issuing 171,480 common shares of the Corporation to the lender.

 

· On June 14, 2018, the Corporation completed an offering, on a bought deal basis, of 4,703,000 flow-through common shares at a blended price of approximately $1.92 per share for gross proceeds of $9,041,150. The securities issued under the offering were compromised of (i) 966,500 flow-through shares with respect to "Canadian exploration expenses" issued at $2.05 per share; (ii) 1,736,500 flow-through shares with respect to "Canadian exploration expenses" that also qualify as "flow-through mining expenditures" issued at $2.05 per share; and (iii) 2,000,000 flow-through shares with respect to "Canadian development expenses" issued at $1.75.

 

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2017

 

· On May 30, 2017, the Corporation completed an underwritten private placement of 4,205,820 “flow-through” common shares at a price of $2.15 per share for gross proceeds of $9,042,513. The underwriter, Canaccord Genuity Corp., received a cash commission of $542,550 representing 6% of the gross proceeds, as well as 126,174 underwriter’s warrants, with each underwriter’s warrant entitling the holder to purchase one common share at a price of $2.15 until May 30, 2019.

 

DESCRIPTION OF THE BUSINESS

 

The Corporation operates a mining business, comprised of mineral exploration and mine development and operation in Canada, primarily in Yukon Territory.

 

At December 31, 2019, the Corporation had 115 permanent and seasonal employees. A total of 11 were employed in the care and maintenance of the Bellekeno mine and mill site care and maintenance, a further 9 were employed in mineral exploration and evaluation activities. A total of 82 were employed in the environmental services business (which has since been sold), with the remaining 13 employed in respect of executive management and administrative support. Significant aspects of both the mining business and the environmental services business require specialized skills and knowledge in areas that include geology, mining, metallurgy, engineering, environmental contamination treatment, permitting and regulatory compliance, as well as environmental and social policy issues. Any re-start of Alexco’s mining operations will necessitate the hiring of additional mine and mill personnel.

 

Mining Business

 

The Corporation's principal mining business activities are currently being carried out within the Keno Hill District in Yukon Territory. The Keno Hill District (the "District") is a storied silver mining region in Canada, encompassing over 35 former mines that produced variously from approximately 1918 through 1988, with published information from the Yukon Government’s Minfile database reporting more than 214 million ounces of silver produced at average grades of 44.7 ounces per tonne silver, 5.6% lead and 3.1% zinc.

 

The Corporation’s mineral property holdings within the Keno Hill district cover the most prospective geological areas to host silver mineralization, including all of the significant historic producing former mines and most of the other mineral occurrences. In addition to the deposits described below that are within the Keno Hill Silver District (previously defined as “KHSD”) as detailed in the prefeasibility study with an effective date of March 28, 2019, as amended February 13, 2020, the Corporation holds several other less advanced property interests within the District, including but not limited to the Silver King, Elsa, Husky, Sadie Ladue and McQuesten properties, which potentially could become material properties depending on the results of exploration programs the Corporation may carry out on them in the future, as well as the separate Elsa Tailings Property (see technical report dated June 16, 2010, entitled “Mineral Resource Estimation, Elsa Tailings Project ,Yukon, Canada”). In the Keno Hill District, Yukon, Alexco owns 100% of 725 Quartz Mining Leases, 873 Quartz Claims, 24 Placer Mining Claims, one Quartz Mining Licence and 50% of three Quartz Mining Leases, two (2) Crown Grants 50% of three Quartz Mining Leases, in addition to six (6) fee simple lots and seven (7) surface leases.  Of those, the mineral rights acquired from UKHM (the “UKHM Mineral Rights”) and therefore subject to the capped 1.5% net smelter return royalty provided for under the Subsidiary Agreement (see “General Development of the Business – Three Year History and Significant Acquisitions”) total 676 quartz mining leases, 121 quartz mining claims and two (2) crown grants.

 

Other non-material mineral property interests of the Corporation include Harlan properties in the Yukon, and certain net smelter return royalties in respect of the Brewery Creek, Ida-Oro (formerly Klondike) and Sprogge properties in the Yukon and the Telegraph Creek, Iskut River, Kiniskan Lake and Manson Creek properties in British Columbia.

 

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KHSD Property

 

The Corporation’s KHSD property (as detailed in the PFS) encompasses the Flame & Moth, Bermingham, Lucky Queen, Bellekeno, and Onek deposits.

 

An independent technical report dated May 8, 2019 with an effective date of March 28, 2019, as amended February 13, 2020, prepared by Mining Plus Canada ("Mining Plus”) entitled "NI 43-101 Technical Report, Prefeasibility Study of the Keno Hill Silver District Project, Yukon Territory, Canada" (the “PFS”) was filed and is available on SEDAR under the Corporation's profile at www.sedar.com.

 

Attached as Schedule "A" to this AIF is the summary contained in the PFS, which has been updated and conformed to be consistent with other disclosure within this AIF.

 

The detailed disclosure contained in the PFS is hereby incorporated by reference. Re-start of mining operations and/or development work is dependent on a number of factors, including permitting, sustained improvements in silver markets and the effectiveness of cost structure reduction measures. Accordingly, there is no certainty as to when these factors will be achieved.

 

Environmental Services

 

General

 

As described above under “General Development of the Business – Three Year History and Significant Acquisitions”, AEG was sold on February 14, 2020. The information provided in this section is presented as at the financial year-end of December 31, 2019, unless otherwise indicated.

 

The Corporation’s Environmental Group Division, AEG, is in the business of managing risk and unlocking value at mature, closed or abandoned sites through integration and implementation of the Corporation's core competencies, which include management of environmental services, implementation of innovative treatment technologies, execution of site reclamation and closure operations, and, if appropriate, rejuvenation of exploration and development activity. The Corporation’s principal markets for these services are in Canada, the United States and the Americas, with the Canadian market serviced primarily through subsidiaries including ERDC, the U.S. market and the balance of the Americas through certain subsidiaries not including ERDC. The Corporation provides its services to a range of industrial sectors, but with a particular focus on current and former mine sites.

 

The Corporation offers its clients a unique combination of environmental remediation expertise in the area of site reclamation and closure, an ability to manage complex permitting and regulatory programs on a turnkey basis, and strong operations management. In addition, the Corporation seeks to strategically leverage off its environmental services group, accessing opportunities to enhance asset value through effective liability risk management and efficient site operations. This is accomplished through unlocking potential exploration and development opportunities at contaminated or abandoned sites through cost effective and responsible environmental remediation and liability transfer.

 

The Corporation executes its environmental services business plan by using and applying the intellectual property assets, including the Patents, and the specialized skill sets and knowledge it maintains in-house. While there are a significant number of firms providing environmental services in North America, these assets, skill sets and knowledge provide Alexco with a strong competitive advantage. Consolidated revenue from environmental services for the year ended December 31, 2019 totaled $29,206,000, compared to $19,880,000 in 2018, all of which was derived from sales to external unrelated parties. During the year ended December 31, 2019, the Corporation recorded revenues from two customers representing 10% or more of total environmental services revenue, in the amounts of $8,740,000 and $6,730,000. During 2018 AEG had three customers representing 10% or more of total revenue, in the amounts of $4,780,000, 4,020,000 and $3,780,000.

 

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Keno Hill Project

 

As described above (see “General Development of the Business – Three Year History and Significant Acquisitions”), under the Subsidiary Agreement, Alexco’s subsidiary ERDC was retained through the Government Group as a paid contractor responsible on a continuing basis for the environmental care and maintenance and ultimate closure reclamation of the former UKHM Mineral Rights.

 

Pursuant to the Subsidiary Agreement, ERDC shares the responsibility for the development of the ultimate closure reclamation plan with the Government of Canada, for which it would receive fees of 65% of agreed commercial contractor rates, and this plan development is currently ongoing. Upon acceptance and regulatory approval, the closure reclamation plan will be implemented by ERDC at full agreed contractor rates. During the period required to develop the plan and until the closure plan is executed, ERDC is also responsible for carrying out the environmental care and maintenance at various sites within the UKHM Mineral Rights, for a fixed annual fee adjusted each year for certain operating and inflationary factors and determined on a site-by-site basis. Under the Subsidiary Agreement, the portion of the annual fee amount so determined which was billable by ERDC in respect of each site reduced by 15% each year until all site-specific care and maintenance activities were replaced by closure reclamation activities; provided however that should a closure reclamation plan be prepared but not accepted and approved, the portion of annual fees billable by ERDC would revert to 85% until the Subsidiary Agreement was either amended or terminated. ERDC receives agreed commercial contractor rates when retained by the Government Group to provide environmental services in the Keno Hill District outside the scope of care and maintenance and closure reclamation planning under the Subsidiary Agreement. As a result of these terms, the Corporation has previously recognized an environmental services contract loss provision to reflect aggregate future losses estimated to be realized with respect to care and maintenance activity during the closure planning phase.

 

In July 2013, the Corporation executed an amended and restated Subsidiary Agreement, the ARSA, with the Government of Canada. Recognizing that developing the closure reclamation plan is more complicated than originally anticipated, the ARSA provides for the Government of Canada to contribute a higher proportion of those costs than provided for under the Subsidiary Agreement. Going forward, ERDC receives 95% of agreed commercial contractor rates for ongoing development of the closure reclamation plan. Furthermore, with respect to care and maintenance activity during the closure planning phase, the original reducing fee scale was replaced by a fixed fee of $850,000 per year, representing approximately 50% of estimated fully-billable fees.

 

Competitive Conditions

 

The exploration and mining business is a competitive business. Significant and increasing competition exists for mining opportunities internationally. The Corporation competes with numerous other companies possessing much greater financial and technical research resources. Competition is particularly intense with respect to the acquisition of desirable undeveloped gold properties. Please see “Risk Factors”.

 

Employees

 

In the exploration and mining business there is significant and increasing competition for attracting and retaining employees. Please see “Risk Factors”.

 

Social and Environmental Policies

 

The Corporation maintains a written Code of Business Conduct and Ethics (the “Code”), compliance with which is mandatory for all directors, officers and employees, and the full text of which may be viewed at the Corporation’s web site. Included within the Code is a requirement that all directors, officers and employees comply with all laws and governmental regulations applicable to Alexco’s activities, including but not limited to maintaining a safe and healthy work environment, promoting a workplace that is free from discrimination or harassment and conducting all activities in full compliance with all applicable environmental laws. All directors, officers and employees are required to certify in writing their acknowledgement of and compliance with the Code, at the time of hiring and at least annually thereafter. A senior executive of the Corporation is formally appointed the role of Company Ethics Officer, responsible for ensuring adherence to the Code, investigating any reported violations, and ensuring appropriate responses, including corrective action and preventative measures, are taken when required.

 

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RISK FACTORS

 

The following are major risk factors management has identified which relate to the Corporation’s business activities. Such risk factors, as well as risks not currently known to the Corporation or that the Corporation currently deems to be immaterial, could materially affect the Corporation's future business, financial condition, results of operations, earnings and prospects, and could cause events to differ materially from those described in forward-looking statements relating to the Corporation. Though the following are major risk factors identified by management, they do not comprise a definitive list of all risk factors related to the Corporation's business and operations. Readers are encouraged to review other specific risk factors which are discussed elsewhere in this AIF, as well as in the Corporation’s consolidated financial statements (under the headings “Description of Business and Nature of Operations”, “Significant Accounting Policies” and “Financial Instruments” and elsewhere within that document) and in the Corporation’s annual and quarterly management’s discussion and analysis (under the headings “Critical Accounting Estimates” and “Risk Factors” and elsewhere within that document) for its most recently completed financial year, being the year ended December 31, 2019, and its other disclosure documents, all as filed on the SEDAR website at www.sedar.com.

 

Negative Cash Flow From Operating Activities

 

The Corporation has not yet consistently achieved positive operating cash flow, and there are no assurances that the Corporation will not experience negative cash flow from operations in the future. The Corporation has incurred net losses in the past and may incur losses in the future and will continue to incur losses until and unless it can derive sufficient revenues from its mineral projects. Such future losses could have an adverse effect on the market price of the Corporation's common shares, which could cause investors to lose part or all of their investment.

 

Forward-Looking Statements May Prove Inaccurate

 

Readers are cautioned not to place undue reliance on forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking statements. See "Preliminary Notes – Cautionary Statement Regarding Forward-Looking Statements".

 

Dilution

 

The Corporation expects to require additional funds to finance its growth and development strategy. If the Corporation elects to raise additional funds by issuing additional equity securities, such financing may substantially dilute the interests of the Corporation's shareholders. The Corporation may also issue additional securities in the future pursuant to existing and new agreements in respect of its projects or other acquisitions and pursuant to existing securities of the Corporation.

 

Exploration, Evaluation and Development

 

Mineral exploration, evaluation and development involves a high degree of risk and few properties which are explored are ultimately developed into producing mines. With respect to the Corporation’s properties, should any mineral resources exist, substantial expenditures will be required to confirm mineral reserves which are sufficient to commercially mine, and to obtain the required environmental approvals and permitting required to commence commercial operations. Should any mineral resource be defined on such properties there can be no assurance that the mineral resource on such properties can be commercially mined or that the metallurgical processing will produce economically viable and saleable products. The decision as to whether a property contains a commercial mineral deposit and should be brought into production will depend upon the results of exploration programs and/or technical studies, and the recommendations of duly qualified engineers and/or geologists, all of which involves significant expense. This decision will involve consideration and evaluation of several significant factors including, but not limited to: (1) costs of bringing a property into production, including exploration and development work, preparation of appropriate technical studies and construction of production facilities; (2) availability and costs of financing; (3) ongoing costs of production; (4) market prices for the minerals to be produced; (5) environmental compliance regulations and restraints (including potential environmental liabilities associated with historical exploration activities); and (6) political climate and/or governmental regulation and control.

 

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The ability of the Corporation to sell, and profit from the sale of any eventual production from any of the Corporation’s properties will be subject to the prevailing conditions in the marketplace at the time of sale. Many of these factors are beyond the control of the Corporation and therefore represent a market risk which could impact the long-term viability of the Corporation and its operations.

 

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 and or development of the Corporation’s properties. If adequate infrastructure is not available in a timely manner, there can be no assurance that the exploitation and or development of the Corporation’s properties will be commenced or completed on a timely basis, if at all; that the resulting operations will achieve the anticipated production volume; or that the construction costs and ongoing operating costs associated with the exploitation and or development of the Corporation’s properties 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 Corporation’s operations and profitability.

 

Figures for the Corporation's Resources are Estimates Based on Interpretation and Assumptions and May Yield Less Mineral Production Under Actual Conditions than is Currently Estimated

 

In making determinations about whether to advance any of its projects to development, the Corporation must rely upon estimated calculations as to the mineral resources and grades of mineralization on its properties. Until ore is actually mined and processed, mineral resources and grades of mineralization must be considered as estimates only. The determination of the Corporation’s estimated mineral resources by appropriately qualified persons requires significant judgements regarding the interpretation of complex geological and engineering data including the size, depth, shape and nature of the deposit and anticipated plans for mining, as well as estimates of future commodity prices, foreign exchange rates, capital requirements and production costs. These geological interpretations and statistical inferences used to develop the mineral resource estimates are imprecise and are drawn from drilling and sampling which may prove to be unreliable. Alexco cannot be certain that:

 

· reserve, resource or other mineralization estimates will be accurate; or

 

· mineralization can be mined or processed profitably.

 

Any material changes in mineral resource estimates and grades of mineralization will affect the economic viability of placing a property into production and a property’s return on capital. The Corporation's resource estimates have been determined and valued based on assumed future prices, cut-off grades and operating costs that may prove to be inaccurate. Extended declines in market prices for silver, gold, lead, zinc and other commodities may render portions of the Corporation’s mineralization uneconomic and result in reduced reported mineral resources.

 

Amendments to Share Purchase Agreement with Wheaton

 

The amendments to the SPA with Wheaton, requires that to satisfy the completion test under the Amended SPA, the Corporation will need to recommence operations on the KHSD Property and operate the mine and mill at 400 tonnes per day on or before December 31, 2020. If the completion test is not satisfied by December 31, 2020, the outcome could materially adversely affect the Corporation as it would be required to pay a capacity related refund to Wheaton in the maximum amount of US$8.8 million. The Corporation would need to raise additional capital to finance the capacity related refund and there is no guarantee that the Corporation will be able to raise such additional capital. In the event that the Corporation cannot raise such additional capital, the Corporation will default under the terms of the Amended SPA. The valuation model for the embedded derivative asset related to the SPA with Wheaton is based on a number of assumptions. The value of the derivative asset as at December 31, 2019 is $15,160,000. If, for example, the silver price was to increase to US$25.00 per ounce, and all other assumptions remained the same, the approximate derivative asset value would be negative ($1,652,000) and could be classified as a derivative liability.

 

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Keno Hill District

 

While the Corporation has conducted exploration activities in the Keno Hill District, further review of historical records and/or additional exploration and geological testing will be required to determine whether any of the mineral deposits it contains are economically recoverable. There is no assurance that such exploration and testing will result in favourable results. The history of the Keno Hill District has been one of fluctuating fortunes, with new technologies and concepts reviving the District numerous times from probable closure until 1989, when it did ultimately close down for a variety of economic and technical reasons. Many or all of these economic and technical issues will need to be addressed prior to the commencement of any future production on the Keno Hill properties.

 

Mining Operations

 

The business of exploration for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into mineral deposits with significant value. Decisions by the Corporation to proceed with the construction and development of mines, including Bellekeno, are based on development plans which include estimates for metal production and capital and operating costs. Until completely mined and processed, no assurance can be given that such estimates will be achieved. Failure to achieve such production and capital and operating cost estimates or material increases in costs could have an adverse impact on the Corporation’s future cash flows, profitability, results of operations and financial condition. The Corporation’s actual production and capital and operating costs may vary from estimates for a variety of reasons, including: actual resources mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics; short-term operating factors, such as the need for sequential development of resource bodies and the processing of new or different resource grades; revisions to mine plans; risks and hazards associated with mining; natural phenomena, such as inclement weather conditions, water availability, floods, fire, rock falls and earthquakes, unusual or unexpected ground conditions, geological formation pressures, equipment failure and failure of retaining dams around tailings disposal areas which may result in, among other adverse effects, environmental pollution and consequent liability; and unexpected labour shortages or strikes. Costs of production may also be affected by a variety of factors, including changing waste ratios, metallurgical recoveries, labour costs, commodity costs, general inflationary pressures and currency rates. In addition, the risks arising from these factors are further increased while any such mine is progressing through the ramp-up phase of its operations and has not yet established a consistent production track record. No assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis.

 

Furthermore, mining operations at the Bellekeno mine project were suspended as of early September 2013 as a result of sharp and significant declines in precious metals prices during the second quarter of 2013. Re-start of mining operations at Keno Hill is dependent on a number of factors, including sustained improvements in silver markets, the effectiveness of cost structure reduction measures, the maintenance of current metal prices and the fluctuation of foreign exchange rates and the uncertainties around the results of these factors are significant. A re-start of underground production operations will require additional capital investment in excess of the capital resources currently on hand. There can be no assurance of a re-start of mining operations or continued access to financing in the future, and an inability to generate or secure such funding may require the Corporation to substantially curtail and/or defer its planned exploration and development activities.

 

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Employee Recruitment and Retention

 

Recruitment and retention of skilled and experienced employees is a challenge facing the mining sector as a whole. During the late 1990s and early 2000s, with unprecedented growth in the technology sector and an extended cyclical downturn in the mining sector, the number of new workers entering the mining sector was depressed and significant number of existing workers departed, leading to a so-called “generational gap” within the industry. Since the mid-2000s, this factor was exacerbated by competitive pressures as the mining sector experienced an extended cyclical upturn. Any re-start of mining operations will necessitate the re-hiring of mine and mill personnel. It may be difficult for Alexco to find and hire qualified people in the mining industry who are situated in the Yukon, or to obtain all of the necessary services or expertise in Yukon or to conduct operations on Alexco’s projects at reasonable rates. If qualified people and services or expertise cannot be obtained in the Yukon, we may need to seek and obtain those services from people located outside of this area, which may require work permits and compliance with applicable laws and could result in delays and higher costs.

 

Dependence on Management

 

The success of the operations and activities of the Corporation is dependent to a significant extent on the efforts and abilities of its management team. The Corporation does not maintain key employee insurance on any of its employees. The Corporation depends on key personnel and cannot provide assurance that it will be able to retain such personnel. Failure to retain such key personnel could have a material adverse effect on the Corporation’s business and financial condition.

 

Permitting and Environmental Risks and Other Regulatory Requirements

 

The current or future operations of the Corporation, including development activities, commencement of production on its properties and activities associated with the Corporation's mine reclamation and remediation business, require permits, approvals, authorizations, or licenses from various federal, territorial and other governmental authorities, and such operations are and will be governed by laws, regulations and agreements governing prospecting, development, mining, production, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in the development and operation of mines and related facilities and in mine reclamation and remediation activities generally experience increased costs and delays as a result of the need to comply with the applicable laws, regulations and permits. There can be no assurance that all permits, permit modifications, approvals, authorizations, licenses, and license modifications which the Corporation may require for the conduct of its operations will be obtainable on reasonable terms or that such laws and regulations would not have an adverse effect on any project which the Corporation might undertake. Specifically, the Corporation requires a renewal of its Water Use License in order for it to be fully permitted for the ore production and processing from the Bermingham deposit and the Flame & Moth, Lucky Queen, Bellekeno and Onek deposits. Additionally, subsequent to completion of the environment assessment of the Corporation’s Existing State of Mine Reclamation Plan at Keno Hill by the Yukon Environmental and Social-Economic Assessment Board, the Corporation will need an amendment to its WUL by the Yukon Water Board to authorize the activities necessary to effect closure of the site. There can be no guarantee that the Corporation will receive the amendments and the renewal. Additionally, delays in receiving any requisite license amendments and renewals could adversely affect the Corporation’s profitability. The Corporation had originally expected to receive the WUL renewal in 2019. However subsequent delays in the permitting process have extended the time expected for award of the final license to the first quarter of 2020.

 

Any failure by the Corporation to comply with applicable laws, regulations and permitting requirements may result in enforcement actions including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions against the Corporation. The Corporation may be required to compensate those suffering loss or damage by reason of the Corporation’s mining operations or mine reclamation and remediation activities and may have civil or criminal fines or penalties imposed upon it for violation of applicable laws or regulations.

 

    17

 

 

Amendments to current laws, regulations and permits governing operations and activities of mining companies and mine reclamation and remediation activities could have a material adverse impact on the Corporation. As well, policy changes and political pressures within and on federal, territorial and First Nation governments having jurisdiction over or dealings with the Corporation could change the implementation and interpretation of such laws, regulations and permits, also having a material adverse impact on the Corporation. Such impacts could result in one or more of increases in capital expenditures or production costs, reductions in levels of production at producing properties or abandonment or delays in the development of new mining properties.

 

Surety Bonding Risks

 

Alexco secures its obligations for reclamation and closure costs with surety bonds provided by leading global insurance companies in favour of regulatory authorities in the Yukon. These surety bonds include the right of the surety bond provider to terminate the relationship with Alexco on providing notice of up to 90 days. The surety bond provider would, however, remain liable to the regulatory authorities for all bonded obligations existing prior to the termination of the bond in the event Alexco failed to deliver alternative security satisfactory to the regulator. Alexco may require substantial additional capital to accomplish its exploration and development plans and fund strategic growth and there can be no assurance that financing will be available on terms acceptable to Alexco, or at all. Alexco may require substantial additional financing to advance the Keno Hill Silver District to production. These financing requirements could adversely affect Alexco’s ability to access the capital markets in the future. Failure to obtain sufficient financing, or financing on terms acceptable to Alexco, may result in a delay or indefinite postponement of exploration, development or production at its properties. Additional financing may not be available when needed and the terms of any agreement could impose restrictions on the operation of our business. Failure to raise financing when needed could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

Potential Profitability of Mineral Properties Depends Upon Factors Beyond the Control of the Corporation

 

The potential profitability of mineral properties is dependent upon many factors beyond the Corporation’s control. For instance, world prices of and markets for gold, silver, lead and zinc are unpredictable, highly volatile, potentially subject to governmental fixing, pegging and/or controls and respond to changes in domestic, international, political, social and economic environments – including international trade restrictions. During the year ended December 31, 2018, the prices of silver, lead and zinc have steadily declined. Another factor is that rates of recovery may vary from the rate experienced in tests and a reduction in the recovery rate will adversely affect profitability and, possibly, the economic viability of a property. Profitability also depends on the costs of operations, including costs of labour, materials, equipment, electricity, environmental compliance or other production inputs. Such costs will fluctuate in ways the Corporation cannot predict and are beyond the Corporation’s control, and such fluctuations will impact on profitability and may eliminate profitability altogether. Mine site care and maintenance costs during 2019 totaled $2,062,000 compared with $2,603,000 for 2018. The costs were mainly consistent between periods with decrease due to less site-based expenditures and mill maintenance expenditures in 2019. Additionally, due to worldwide economic uncertainty, the availability and cost of funds for development and other costs have become increasingly difficult, if not impossible, to project. These changes and events may materially affect the financial performance of the Corporation.

 

First Nation Rights and Title

 

The nature and extent of First Nation rights and title remains the subject of active debate, claims and litigation in Canada, including in the Yukon and including with respect to intergovernmental relations between First Nation authorities and federal, provincial and territorial authorities. There can be no guarantee that such claims will not cause permitting delays, unexpected interruptions or additional costs for the Corporation’s projects. These risks may have increased after the Supreme Court of Canada decision of June 26, 2014 in Tsilhqot'in Nation v. British Columbia.

 

    18

 

 

Title to Mineral Properties

 

The acquisition of title to mineral properties is a complicated and uncertain process. The properties may be subject to prior unregistered agreements of transfer, unregistered liens, or land claims, and title may be affected by undetected defects. Although the Corporation has made efforts to ensure that legal title to its properties is properly recorded in the name of the Corporation, there can be no assurance that such title will ultimately be secured. Title insurance generally is not available for mining claims in Canada. As a result, the Corporation may be constrained in its ability to operate its mineral properties or unable to enforce its rights with respect to its mineral properties. An impairment to or defect in the Corporation’s title to its mineral properties would adversely affect the Corporation’ business and financial condition.

 

Capitalization and Commercial Viability

 

The Corporation will require additional funds to further explore, develop and mine its properties. The Corporation has limited financial resources, and there is no assurance that additional funding will be available to the Corporation to carry out the completion of all proposed activities, for additional exploration or for the substantial capital that is typically required in order to place a property into commercial production. Although the Corporation has been successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that the Corporation will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in the delay or indefinite postponement of further exploration and development of its properties.

 

Critical Accounting Estimates and Judgments

 

The preparation of financial statements in conformity with International Financial Reporting Standards requires management to make 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 financial statements and the reported amounts of revenues and expenditures during the period reported. Actual outcomes could differ from these estimates. The Corporation's consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future occurrences. Significant judgments about the future and other sources of estimation uncertainty at the financial position reporting date, including those that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made include, but are not limited to, uncertainties and assumptions with respect to mineral resources, impairment and impairment reversals of non-current non-financial assets, decommissioning and rehabilitation provision, and the fair value of derivatives. If the Corporation’s management rely on the information in the financial statements in making certain decisions, which information later proves to be inaccurate, it could have an adverse effect on the operating results of the Corporation.

 

The Corporation prepares budgets and estimates of cash costs and capital costs for its operations. Despite the Corporation’s best efforts to budget and estimate such costs, the costs required by the Corporation’s projects may be significantly higher than anticipated. The Corporation’s actual costs may vary from estimates for a variety of reasons, including: short-term operating factors; risk and hazards associated with mining; natural phenomena, such as inclement weather conditions and unexpected labour shortages or strikes. Operational costs may also be affected by a variety of factors, including: ore grade metallurgy, labour costs, the cost of commodities, general inflationary pressures and currency exchange rates. Many of these factors are beyond the Corporation’s control. Failure to achieve estimates or material increases in costs could have an adverse impact on the Corporation’s business, results of operations and financial condition. Furthermore, delays in mining projects or other technical difficulties may result in even further capital expenditures being required. Any delays or costs overruns or operational difficulties could have a material adverse effect on the Corporation’s business, results of operations and financial condition.

 

    19

 

 

General Economic Conditions May Adversely Affect the Corporation’s Growth and Profitability

 

The unprecedented events in global financial markets since 2008 have had a profound impact on the global economy and led to increased levels of volatility. Many industries, including the mining industry, are impacted by these market conditions. Some of the impacts of the current financial market turmoil include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity, foreign currency exchange and precious metal markets, and a lack of market liquidity. If the current turmoil and volatility levels continue they may adversely affect the Corporation's growth and profitability. Specifically:

 

a global credit/liquidity or foreign currency exchange crisis could impact the cost and availability of financing and the Corporation’s overall liquidity;

 

the volatility of silver and other commodity prices would impact the Corporation’s revenues, profits, losses and cash flow;

 

volatile energy prices, commodity and consumables prices and currency exchange rates would impact the Corporation’s operating costs; and

 

the devaluation and volatility of global stock markets could impact the valuation of the Corporation’s equity and other securities.

 

These factors could have a material adverse effect on Alexco’s financial condition and results of operations.

 

Operating Hazards and Risks

 

In the course of exploration, development and production of mineral properties, certain risks, particularly including but not limited to unexpected or unusual geological operating conditions including rock bursts, cave-ins, fires, flooding and earthquakes, may occur. It is not always possible to fully insure against such risks and the Corporation may decide not to insure against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of the Corporation.

 

Adverse weather conditions could also disrupt the Corporation’s environmental services business and/or reduce demand for the Corporation’s services.

 

Competition

 

Significant and increasing competition exists for mining opportunities internationally. There are a number of large established mining companies with substantial capabilities and far greater financial and technical resources than the Corporation. The Corporation may be unable to acquire additional attractive mining properties on terms it considers acceptable and there can be no assurance that the Corporation’s exploration and acquisition programs will yield any reserves or result in any commercial mining operation.

 

Certain of the Corporation’s Directors and Officers are involved with Other Natural Resource Companies, Which May Create Conflicts of Interest from Time to Time

 

Some of the Corporation’s directors and officers are directors or officers of other natural resource or mining-related companies. These associations may give rise to conflicts of interest from time to time. As a result of these conflicts of interest, the Corporation may miss the opportunity to participate in certain transactions.

 

    20

 

 

The Corporation May Fail to Maintain Adequate Internal Control Over Financial Reporting Pursuant to the Requirements of the Sarbanes-Oxley Act

 

Section 404 of the Sarbanes-Oxley Act (“SOX”) requires an annual assessment by management of the effectiveness of the Corporation’s internal control over financial reporting. The Corporation may fail to maintain the adequacy of its internal control over financial reporting as such standards are modified, supplemented or amended from time to time, and the Corporation 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 Corporation’s 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 its financial statements, which in turn could harm the Corporation’s business and negatively impact the trading price or the market value of its securities. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm the Corporation’s operating results or cause it to fail to meet its reporting obligations. Future acquisitions of companies, if any, may provide the Corporation with challenges in implementing the required processes, procedures and controls in its acquired operations. No evaluation can provide complete assurance that the Corporation’s internal control over financial reporting will detect or uncover all failures of persons within the Corporation to disclose material information otherwise required to be reported. The effectiveness of the Corporation’s processes, procedures and controls could also be limited by simple errors or faulty judgments. Although the Corporation intends to expend substantial time and incur substantial costs, as necessary, to ensure ongoing compliance, there is no certainty that it will be successful in complying with Section 404 of SOX.

 

As a “foreign private issuer”, the Corporation is exempt from Section 14 proxy rules and Section 16 of the Securities Exchange Act of 1934

 

The Corporation is a “foreign private issuer” as defined in Rule 3b-4 under the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”). Equity securities of the Corporation are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the U.S. Exchange Act pursuant to Rule 3a12-3 of the U.S. Exchange Act. Therefore, the Corporation is not required to file a Schedule 14A proxy statement in relation to the annual meeting of shareholders. The submission of proxy and annual meeting of shareholder information on Form 6-K may result in shareholders having less complete and timely information in connection with shareholder actions. The exemption from Section 16 rules regarding reports of beneficial ownership and purchases and sales of common shares by insiders and restrictions on insider trading in our securities may result in shareholders having less data and there being fewer restrictions on insiders’ activities in our securities.

 

It may be difficult to enforce judgments or bring actions outside the United States against the Corporation and certain of our directors

 

The Corporation is a Canadian corporation and certain of its directors, officers and experts are neither citizens nor residents of the United States. A substantial part of the assets of the Corporation and of certain of these persons are located outside the United States. As a result, it may be difficult or impossible for an investor:

 

· to enforce in courts outside the United States judgments obtained in United States courts based upon the civil liability provisions of United States federal securities laws against these persons and the Corporation; or

 

· to bring in courts outside the United States an original action to enforce liabilities based upon United States federal securities laws against these persons and the Corporation.

 

It may be difficult to anticipate the effects of the Coronavirus to the Corporation

 

Readers are cautioned that the Corporation has not assessed the potential impacts, if any, that the Coronavirus may have on its business and operations, which could include the Company’s ability to purchase products and/or services at reasonable costs in the operation of its business.

 

DIVIDENDS

 

The Corporation has not paid any dividends on its common shares since its incorporation. Any decision to pay dividends on common shares in the future will be made by the board of directors on the basis of the earnings, financial requirements and other conditions existing at such time.

 

DESCRIPTION OF CAPITAL STRUCTURE

 

The authorized capital of the Corporation consists of an unlimited number of common shares, without par value. As at the close of business on March 11, 2020, 119,994,664 common shares of the Corporation were issued and outstanding.

 

    21

 

 

 

 

The holders of the common shares are entitled to vote at all meetings of holders of common shares, to receive dividends if, as and when declared by the directors and to participate rateably in any distribution of property or assets upon the liquidation, winding-up or other dissolution of the Corporation. The common shares carry no pre-emptive rights, conversion or exchange rights, or redemption, retraction, repurchase, sinking fund or purchase fund provisions. There are no provisions requiring a holder of common shares to contribute additional capital and no restrictions on the issuance of additional securities by the Corporation. There are no restrictions on the repurchase or redemption of common shares by the Corporation except to the extent that any such repurchase or redemption would render the Corporation insolvent.

 

MARKET FOR SECURITIES

 

Trading Price and Volume

 

The common shares of the Corporation are listed and posted for trading on the Toronto Stock Exchange (the “TSX”) and on the NYSE American Equities Exchange (the “NYSE American”) under the symbol “AXU”. Prior to August 12, 2019, the trading symbol on the Toronto Stock Exchange was “AXR”. The following tables set forth the market price range and trading volumes of the Corporation’s common shares on each of the TSX and NYSE American for the periods indicated in 2019.

 

TSX

 

Period   Volume     High (C$)     Low (C$)  
December     5,772,990       3.19       2.29  
November     4,645,080       2.53       2.01  
October     4,639,227       2.53       2.01  
September     9,195,616       3.73       2.20  
August     8,457,795       3.45       2.09  
July     5,142,117       2.45       1.37  
June     2,482,756       1.62       1.26  
May     904,631       1.47       1.31  
April     2,022,902       1.60       1.26  
March     1,389,235       1.86       1.53  
February     2,419,832       1.87       1.45  
January     1,335,342       1.51       1.14  

 

NYSE American

 

Period   Volume     High (US$)     Low (US$)  
December     35,585,473       2.46       1.72  
November     20,395,977       1.93       1.53  
October     21,029,102       2.08       1.62  
September     43,010,521       2.81       1.66  
August     38,449,986       2.60       1.57  
July     19,731,516       1.87       1.04  
June     10,212,529       1.24       0.95  
May     4,145,785       1.10       0.95  
April     7,848,470       1.22       0.93  
March     6,574,805       1.41       1.15  
February     7,724,430       1.42       1.11  
January     5,840,863       1.07       0.86  

 

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Securities Not Listed or Quoted

 

The only classes of securities of the Corporation that are not listed or quoted on a marketplace are stock options, restricted shares units (“RSUs”), and deferred share units (“DSUs”). As of December 31, 2019, 9,892,900 stock options, 412,006 RSUs and 280,000 DSUs were outstanding.

 

Prior Sales

 

The following table sets forth, for the financial year ended December 31, 2019, details of the price at which securities have been issued or are to be issued by the Corporation, the number of securities issued at that price and the date on which the securities were issued:

 

Date of Issue   Type of Securities   No. of
Securities
    Issue or
Exercise Price
per Security
    Reason for Issue
January 4, 2019   Stock Options     2,029,000     $ 1.27     Grant of Stock Options
January 4, 2019   RSUs     166,662     $ 1.27     Vesting of RSUs
February 1, 2019   RSUs     43,335     $ 1.48     Vesting of RSUs
February 6, 2019   RSUs     78,328     $ 1.48     Vesting of RSUs
February 6, 2019   Stock Options     15,000     $ 0.60     Exercise of Stock Options
February 14, 2019   Common Shares     171,480     $ 1.23     Credit Facility(1)
February 15, 2019   RSUs     98,330     $ 1.65     Vesting of RSUs
February 21, 2019   Stock Options     55,000     $ 0.60     Exercise of Stock Options
February 21, 2019   Stock Options     20,000     $ 0.84     Exercise of Stock Options
March 28, 2019   Stock Options     50,000     $ 1.76     Grant of Stock Options
April 23, 2019   “Flow-Through” Common Shares     1,842,200     $ 1.90     April 2019 Private Placement
April 23, 2019   Underwriter’s Warrants     55,266     $ 1.70     April 2019 Private Placement
May 10, 2019   RSUs     5,333     $ 1.42     Vesting of RSUs
June 7, 2019   Common Shares     6,500,000     US$ 1.00     June 2019 Offering
June 7, 2019   Underwriter’s Warrants     260,000     US$ 1.00     June 2019 Offering
July 17, 2019   Common Shares     256,000     US$ 1.00     Exercise of Warrants
July 22, 2019   Common Shares     4,000     US$ 1.00     Exercise of Warrants
July 25, 2019   Stock Options     20,000     $ 0.60     Exercise of Stock Options
July 25, 2019   Stock Options     10,000     $ 0.84     Exercise of Stock Options
August 20, 2019   Stock Options     89,000     $ 0.60     Exercise of Stock Options
August 27, 2019   Stock Options     37,500     $ 0.84     Exercise of Stock Options
August 28, 2019   Stock Options     2,000     $ 1.75     Exercise of Stock Options
August 26, 2019   Common Shares     55,266     $ 1.70     Exercise of Warrants
August 29, 2019   Common Shares     666,667     $ 2.25     Exercise of Warrants
September 3, 2019   Stock Options     90,000     $ 0.84     Exercise of Stock Options
September 6, 2019   Stock Options     5,000     $ 1.27     Exercise of Stock Options
September 9, 2019   Common Shares     333,333     $ 2.25     Exercise of Warrants
September 23, 2019   Stock Options     66,000     $ 0.60     Exercise of Stock Options
October 17, 2019   Stock Options     15,000     $ 0.60     Exercise of Stock Options
October 17, 2019   Stock Options     35,000     $ 0.84     Exercise of Stock Options
December 12, 2019   Stock Options     190,000     $ 0.60     Exercise of Stock Options
December 17, 2019   Stock Options     1,974,900     $ 2.61     Grant of Stock Options
December 17, 2019   RSUs     235,000     $ 2.61     Grant of RSUs
December 17, 2019   RSUs     78,331     $ 2.59     Vesting of RSUs
December 17, 2019   DSUs     280,000       2.61     Grant of DSUs
December 23, 2019   Stock Options     53,000     $ 2.07     Exercise of Stock Options
December 23, 2019   Stock Options     100,000     $ 1.73     Exercise of Stock Options
December 30, 2019   Stock Options     50,000     $ 0.84     Exercise of Stock Options

 

Notes:

 

(1) Issued to Sprott Private Resource Lending (Collector), LP in consideration for extending availability draw-down period by six months for credit facility.

 

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DIRECTORS AND OFFICERS

 

Name, Occupation and Security Holding

 

The name, province or state, country of residence, position or office held with the Corporation and principal occupation during the past five years of each director and executive officer of the Corporation as at December 31, 2019 and as at the date hereof are described as follows:

 

Name and Address(1)   Office or Position Held   Principal Occupation During the Past
Five Years
  Previous Service
as a Director
Clynton R. Nauman
Washington, USA
  Chairman, Chief Executive Officer and Director   Chairman and Chief Executive Officer of the Corporation, since December 2004.   Since December 3, 2004
Elaine Sanders
British Columbia, Canada
  Director(2)(3)(5)   VP and Chief Financial Officer of Trilogy Metals Inc., a mineral exploration and development company, since November 2011.   Since June 28, 2016
Karen McMaster
Northwest Territories, Canada
  Director (3)(4)(5)   Since 2003, Ms. McMaster, BA, LLB, MBA has worked as an independent consultant focusing on strategic and economic development of organizations including risk assessment, contract management, EHS excellence, governance and capacity building at the community level.   Since April 11, 2018
Michael D. Winn
California, USA
  Director(3)(4)   President of Seabord Capital Corp., providing investment analysis and financial services to companies in the oil & gas, mining and energy sectors, since January 2013; President of Terrasearch Inc., a consulting company providing analysis on mining and energy companies, from 1997 through 2012.   Since January 11, 2005
Richard N. Zimmer
British Columbia, Canada
  Lead Director(2)(4)   Member of the Board of Directors of several other publicly-listed and two private companies since June 2011.   Since May 2, 2012
Rick Van Nieuwenhuyse
British Columbia, Canada
  Director(3)(4)   Formerly the President and Chief Executive Officer of Trilogy Metals Inc. (1999 to 2019), a mineral exploration and development company.   Since January 11, 2005
Terry Krepiakevich
British Columbia, Canada
  Director(2)(5)   Member of the Board of Directors of several publicly-listed and private companies since July 2011.   Since July 22, 2009
Alan McOnie
Bay of Plenty, New Zealand
  Vice President, Exploration   Vice President, Exploration of the Corporation, since December 2010.   N/A
Bradley Thrall
Washington, USA
  President   President of the Corporation, since December 2004.   N/A
Jim Harrington
Colorado, USA
  AEG President6   AEG President of the Corporation since February 16, 2007 (which includes time served as Vice President of AEG).   N/A
Michael Clark
British Columbia, Canada
  Chief Financial Officer, Corporate Secretary and Company Ethics Officer   Chief Financial Officer of the Corporation, since December 2014.   N/A

 

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(1) The information as to the jurisdiction of residence and principal occupation, not being within the knowledge of the Corporation, has been furnished by the respective individuals individually.
(2) Member of the Audit Committee.
(3) Member of the Nominating & Corporate Governance Committee.
(4) Member of the Environmental, Health, Safety & Technical Committee.
(5) Member of the Compensation Committee.
(6) As of the date of this AIF, pursuant to the sale of AEG on February 14, 2020, Mr. Harrington is no longer an executive officer of the Corporation.

 

Each of the Corporation’s directors is elected by the Corporation’s shareholders at an annual meeting to serve until the next annual meeting of shareholders or until a successor is elected or appointed. The board of directors appoints the Corporation’s executive officers annually after each annual meeting, to serve at the discretion of the board of directors.

 

Based on information provided by such persons, as at the date hereof the directors and executive officers of the Corporation as a group beneficially owned, directly or indirectly, or exercised control or direction over, an aggregate of 5,914,072 common shares of the Corporation (including 1,940,299 shares owned by ALM Investments ULC (formerly Asset Liability Management Group ULC), a company controlled by Mr. Nauman), representing 4.9% of the issued and outstanding common shares of the Corporation. In addition, the directors and executive officers of the Corporation as a group also hold stock options for the purchase of an aggregate of 7,326,000 common shares in the capital of the Corporation, representing 74% of all outstanding options of the Corporation. Lastly, the directors and executive officers of the Corporation as a group held RSUs and DSUs that can be settled by way of shares issued from treasury for a further 395,335 and 280,000 common shares, respectively.

 

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

 

To the knowledge of the Corporation, none of the Corporation's directors or executive officers is, as at the date of this AIF, or has been, within ten years before the date of this AIF, a director, chief executive officer or chief financial officer of any Corporation (including the Corporation) that:

 

(a) was subject to an Order (as defined below) that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or

 

(b) was subject to an Order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer;

 

Order” means a cease trade order, an order similar to a cease trade order, or an order that denied the relevant Corporation access to any exemption under securities legislation and, in each case, that was in effect for a period of more than 30 consecutive days.

 

None of the Corporation's directors or executive officers or, to the Corporation's knowledge, any shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation:

 

(a) is, as at the date of this AIF, or has been within the 10 years before the date of this AIF, a director or executive officer of any Corporation (including the Corporation) 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; or

 

(b) has, within the 10 years before 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 the proposed director; or

 

    25

 

 

(c) has been subject to:

 

(i) 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

 

(ii) 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.

 

Conflicts of Interest

 

The directors of the Corporation are required by law to act honestly and in good faith with a view to the best interest of the Corporation and to disclose any interests which they may have in any project or opportunity of the Corporation. If a conflict of interest arises at a meeting of the board of directors, any director in a conflict will disclose his interest and abstain from voting on such matter. In determining whether or not the Corporation will participate in any project or opportunity, that director will primarily consider the degree of risk to which the Corporation may be exposed and its financial position at that time.

 

To the best of the Corporation's knowledge, there are no known existing or potential conflicts of interest among the Corporation, its promoters, directors, officers or other members of management of the Corporation as a result of their outside business interests except that certain of the directors, officers, promoters and other members of management serve as directors, officers, promoters and members of management of other public companies, and therefore it is possible that a conflict may arise between their duties as a director, officer, promoter or member of management of such other companies.

 

As described above under “General Development of the Business – Three Year History and Significant Acquisitions”, AEG was sold on February 14, 2020. The information provided in this section is presented as at the financial year-end of December 31, 2019 unless otherwise indicated.

 

James Harrington, MSc., the Senior Vice President and Chief Technical Officer of AEG Canada (a subsidiary of the Corporation), owns a holding company (“Arete”) which holds all of the shares of Alexco Environmental Group (US) Inc., a former subsidiary of the Corporation (“AEG US”). The sale of AEG US to Mr. Harrington’s holding company is not considered a material transaction and was reviewed and approved by a special committee of independent directors, as well as the board of directors, of the Corporation prior to completion of the transaction. The purpose of the transaction was to enable Arete to complete the purchase of a redevelopment project which involves significant environmental work, which could, if purchased, provide an opportunity for the Corporation’s environmental group with respect to the environmental work without exposing the Corporation to environmental risk from ownership of such project.

 

The directors and officers of the Corporation are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and requiring disclosures by directors of conflicts of interest and the Corporation relies upon such laws in respect of any directors’ and officers’ conflicts of interest or in respect of any breaches of duty by any of its directors or officers. Such directors or officers in accordance with the Business Corporations Act (British Columbia) are required to disclose all such conflicts and to govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.

 

    26

 

 

 

AUDIT COMMITTEE INFORMATION

 

Audit Committee Charter

 

The following is the text of the Audit Committee’s Charter:

 

“GENERAL

 

The primary function of the Audit Committee, under the supervision of the Board of Directors of the Company (the “Board”), is to assist the Board in fulfilling its oversight responsibilities regarding the integrity of the Company's accounting and financial reporting processes and provision of financial information to the shareholders and others, the systems of internal controls and disclosure controls, the Company's internal and external audit process, the Company's policies with regard to ethics and business practices, and monitoring compliance with the Company's legal and regulatory requirements with respect to its financial statements.

 

The Audit Committee is accountable to the Board. In the course of fulfilling its specific responsibilities hereunder, the Audit Committee is expected to maintain open communications between the Company's external auditor, senior management and the Board.

 

The Audit Committee does not plan or perform audits or warrant or attest to the accuracy or completeness of the Company's financial statements or financial disclosure or compliance with generally accepted accounting procedures as these are the responsibilities of management and the external auditor.

 

COMPOSITION

 

The Audit Committee shall be comprised of at least three directors of the Company, who generally shall be appointed or confirmed by the Board annually. The Chair of the Audit Committee shall be appointed by the Board, failing which the members of the Audit Committee may designate a Chair by a majority vote of the full Audit Committee membership. All members of the Audit Committee shall be directors and shall meet the independence, financial literacy and experience requirements under applicable laws, rules and regulations binding on the Company from time to time, including without limitation the applicable rules of any stock exchanges upon which the Company's shares are listed and the requirements for independence and financial literacy under National Instrument 52-110 – Audit Committees (“NI 52-110”) in Canada, Section 803A of the NYSE Amex Company Guide and Rule 10A-3 of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). Subject to certain exemptions outlined in NI 52-110, every member of the Audit Committee must be “independent” and “financially literate”, as such terms are defined in NI 52-110. Furthermore, at least one member of the Audit Committee shall qualify as a “financial expert” as such term is defined in Item 407 of Regulation S-K under the Exchange Act.

 

PROCEDURAL MATTERS

 

The Audit Committee:

 

(a) Shall meet at least four times per year on a quarterly basis, either by telephone conference or in person. Any member of the Audit Committee may call such a meeting. A majority of the members appointed to the Audit Committee shall constitute a quorum. For clarity, quorum may be reached in person, or by telephone, video conference, or other communication facilities acceptable to the Board. Matters decided by the Audit Committee shall be decided by majority votes, and the Chair of the Audit Committee shall only have an ordinary vote with no additional tie-breaking powers.

 

(b) May invite the Company's external auditor, the CFO, and such other persons as deemed appropriate by the Audit Committee to attend meetings of the Audit Committee. As part of its mandate to foster open communication, the Audit Committee shall meet at least annually with the CFO and the external auditor in separate sessions, and to that end the Audit Committee generally shall have as a standing agenda item an in-camera meeting with the external auditors for any meeting at which they attend.

 

    27

 

 

(c) Shall report material decisions and actions of the Audit Committee to the Board, together with such recommendations as the Audit Committee may deem appropriate, at the next Board meeting.

 

(d) Shall review the performance of the Audit Committee on an annual basis and report the results of such review to the Nominating & Corporate Governance Committee.

 

(e) Shall review and assess this Charter for the Audit Committee at least annually and submit any proposed revisions to the Board for approval.

 

(f) Shall review from time to time as required and recommend to the Board for approval as necessary the indemnification policies, and director and officer insurance policy, if any, of the Company;

 

(g) Has the power to conduct or authorize investigations into any matter within the scope of its responsibilities. The Audit Committee has the right to engage independent counsel and other advisors as it determines necessary to carry out its duties, and the right to set and pay, without restriction, the compensation for any such counsel or advisors engaged by the Audit Committee.

 

(h) Has the right to communicate directly with the CFO and other members of management who have responsibility for the audit process (“Internal Audit Management”), as well as directly with the external auditor.

 

(i) Has the right to require payment of (i) compensation to any external auditor engaged for the purpose of preparing or issuing an audit report or performing audit, review or attest services for the Company and (ii) all ordinary expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.

 

RESPONSIBILITIES

 

Subject to the powers and duties of the Board, the Board hereby delegates to the Audit Committee the following powers and duties to be performed by the Audit Committee on behalf of and for the Board.

 

Financial Reporting, Accounting and Financial Management

 

The Audit Committee has primary responsibility for overseeing the actions of management in all aspects of financial management and reporting. The Audit Committee shall:

 

(a) Review and recommend to the Board for approval the Company's annual and interim financial statements, annual and interim Management's Discussion and Analysis, Annual Information Form, annual report filed pursuant to the Exchange Act on Form 40-F (or such other form as may apply), future-oriented financial information or pro-forma information, and other financial disclosure in continuous disclosure documents, including within any annual or interim profit or loss press releases, and any certification, report, opinion or review rendered by the external auditor, before the Company publicly discloses such information. (See also “Interim Financial Statements” below.)

 

(b) Ensure that it is satisfied that adequate procedures are in place for the review of the Company's public disclosure of financial information extracted or derived from the Company's financial statements (other than public disclosure referred to in subsection (a) immediately above) and periodically assess the adequacy of those procedures as necessary.

 

    28

 

 

(c) Review material financial risks with management, the plan that management has implemented to monitor and deal with such risks, and the success of management in following such plan.

 

(d) Consult annually, and otherwise as required, with the Company's CEO and CFO respecting the adequacy of the internal controls and review any breaches or deficiencies.

 

(e) Review as necessary the process with regard to certifications, and ensure certifications by the CEO and CFO attesting to disclosure controls and procedures and internal control over financial reporting are obtained and filed as required under National Instrument 52-109 – Certification of Disclosure In Issuers’ Annual and Interim Filings and the Exchange Act in connection with the Company's annual and interim financial reporting filings.

 

(f) Review management's response to significant written reports and recommendations issued by the external auditor and the extent to which such recommendations have been implemented by management. Review such responses with the external auditor as necessary.

 

(g) Review with management the Company's compliance with applicable laws and regulations respecting financial matters.

 

(h) Review with management proposed regulatory changes and their impact on the Company.

 

(i) Review with management and approve public disclosure of the Audit Committee Charter.

 

External Auditor

 

The Audit Committee has primary responsibility for the selection, appointment, dismissal, compensation and oversight of the external auditor, subject to the overall approval of the Board. For this purpose, the Audit Committee may consult with management, but the external auditor shall report directly to the Audit Committee. The specific responsibilities of the Audit Committee with regard to the external auditor are to:

 

(a) Recommend to the Board annually:

 

(i) the external auditor to be nominated (whether the current external auditor or a suitable alternative) for the purpose of preparing or issuing an auditor's report or performing other audit, review, or attest services for the Company; and

 

(ii) the compensation of the external auditor.

 

(b) Oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company.

 

(c) Resolve disagreements, if any, between management and the external auditor regarding financial reporting. To resolve such disagreements, the Audit Committee shall query management and the external auditor and take other steps as necessary. The Audit Committee shall provide the Board with such recommendations and reports with respect to the financial statements of the Company as it deems advisable.

 

(d) Take reasonable steps to confirm the independence of the external auditor, including but not limited to ensuring receipt from the external auditor of a formal written statement delineating all relationships between the external auditor and the Company, actively engaging in a dialogue with the auditor with respect to any disclosed relationship or services and pre-approving any non-audit related services provided by the external auditor to the Company or the Company's subsidiaries, if any, with a view to ensuring independence of the auditor. If necessary, recommend to the Board to take appropriate corrective action to ensure the independence of the external auditor.

 

    29

 

 

(e) Review and pre-approve all audit and audit-related services and the fees related thereto, provided by the Company's external auditor.

 

(f) Review and pre-approve all non-audit services to be performed by the Company's external auditor in accordance with any applicable regulatory requirements, including but not limited to NI 52-110, the Exchange Act and the requirements of any stock exchange upon which the Company's shares are listed. The Audit Committee may delegate pre-approval authority for non-audit services to one or more independent members of the Audit Committee provided that any such pre-approval decisions must be presented to the full Audit Committee at its next meeting thereafter. The Audit Committee may also satisfy this pre-approval requirement if it first adopts specific policies and procedures respecting same in accordance with NI 52-110 such that the pre-approval policies and procedures are detailed as to the particular service, the Audit Committee is informed of each such non-audit service, and the procedures do not include delegation of the Audit Committee’s responsibilities to management.

 

(g) Obtain from the external auditor confirmation that the external auditor is a 'participating audit' firm for the purpose of National Instrument 52-108 – Auditor Oversight and is registered with the Public Company Accounting Oversight Board in the United States and is otherwise in compliance with all applicable governing regulations.

 

(h) Review and evaluate the performance of the external auditor.

 

(i) Review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the Company's present and former external auditors.

 

Audit and Financial Reporting Process

 

The Audit Committee has a duty to receive, review and make any inquiry regarding the completeness, accuracy and presentation of the Company's financial statements to ensure that the financial statements fairly present the financial position and risks of the organization and are prepared in accordance with the applicable generally accepted accounting principles. To accomplish this, the Audit Committee shall:

 

(a) Review at least annually the Company's internal system of audit and financial controls, internal audit procedures and results of such audits, and receive regular, generally quarterly, updates from management on such controls, procedures and audit activities.

 

(b) Prior to the annual audit by the external auditor, consider the scope and general extent of the external auditor's review, including its engagement letter. Review with management the external auditor's audit plan and intended template for financial statements.

 

(c) Ensure the external auditor has full, unrestricted access to required information and has the cooperation of management.

 

(d) Review with the external auditor, in advance of the audit, the audit process and standards, as well as regulatory or Company-initiated changes in accounting practices and policies and the financial impact thereof, and selection or application of appropriate accounting principles.

 

(e) Review with the external auditor and, if necessary, legal counsel, any litigation, claim or contingency, including tax assessments, or significant judgments made by management that could have a material effect upon the financial position of the Company and the manner in which these matters are being disclosed in the financial statements. Review the appropriateness and disclosure of any off-balance sheet matters. Review disclosure of any related-party transactions.

 

    30

 

 

(f) Receive and review with the external auditor the external auditor's audit report and the audited financial statements. Make recommendations to the Board respecting approval of the audited financial statements.

 

(g) Review annually the integrity of the Company's internal and external financial reporting and accounting principles, including the clarity, completeness and accuracy of financial disclosure and the degree of conservatism or aggressiveness of the accounting policies and estimates, performance of Internal Audit Management, any significant disagreements or difficulties in obtaining information, adequacy of internal controls over financial reporting and the degree of compliance of the Company with prior recommendations of the external auditor. The Audit Committee shall direct management to implement such changes as the Audit Committee considers appropriate, subject to any required approvals of the Board arising out of the review.

 

(h) Meet at least annually with the external auditor, independent of management, consider external auditor's judgments about the quality and appropriateness of the Company's accounting principles and practices, and report to the Board on such meetings.

 

Interim Financial Statements

 

Pursuant to its mandate, the Board shall generally approve the Company's annual and interim financial statements. Notwithstanding the foregoing, on an exceptions basis the Board may from time to time delegate to the Audit Committee the power to approve the Company's interim financial statements.

 

The Audit Committee shall:

 

(a) Review on an annual basis the Company's practice with respect to review of interim financial statements by the external auditor.

 

(b) Review the interim financial statements with the external auditor if the external auditor conducts a review of the interim financial statements.

 

(c) Conduct all such reviews and discussions with the external auditor and management as the Audit Committee deems appropriate.

 

(d) Review and, if such authority has been delegated to the Audit Committee by the Board, approve the interim financial statements.

 

(e) If authority to approve the interim financial statements has not been delegated to the Audit Committee, make appropriate recommendation to the Board respecting approval of the interim financial statements.

 

Code of Ethics

 

The Audit Committee has primary responsibility for overseeing the application of, and compliance with, the Company's Code of Business Conduct and Ethics (the “Code”). The Audit Committee shall review at least annually:

 

(a) the Code,

 

(b) management's approach to business ethics and corporate conduct; and

 

(c) programs used by management to monitor compliance with the Code.”

 

    31

 

 

COMPLAINTS UNDER WHISTLEBLOWER POLICY

 

To ensure that the Company has adequate procedures in place for the confidential and anonymous (where permitted by law) receipt, retention, and treatment of complaints received by the Company regarding (a) accounting, internal accounting controls, or auditing matters, and (b) compliance with the Code and all applicable government laws, rules and regulations, the Audit Committee has recommended, established procedures for and the Board has adopted a Company Whistleblower Policy. All such complaints shall be dealt with under the terms of that Policy.”

 

Composition of the Audit Committee

 

As at December 31, 2019 and the date of this AIF, the members of the Audit Committee are Terry Krepiakevich, Elaine Sanders and Richard Zimmer, with Mr. Krepiakevich serving as the Chair of the Audit Committee. All of these members are financially literate and independent for the purposes of National Instrument 52-110 (“NI 52-110”).

 

Mr. Krepiakevich qualifies as a financial expert and is financially sophisticated, in that he has an understanding of generally accepted accounting principles and financial statements; is able to assess the general application of accounting principles in connection with the accounting for estimates, accruals and reserves; has experience analyzing or evaluating financial statements that entail accounting issues of equal complexity to the Corporation's financial statements (or actively supervising another person who did so); and has a general understanding of internal controls and procedures for financial reporting and an understanding of audit committee functions.

 

Mr. Krepiakevich is a member of the board of directors of several publicly-listed and private companies since July 2011. From June 2006 to July 2011, Mr. Krepiakevich was the Chief Financial Officer of SouthGobi Resources Ltd., a publicly-listed mining company focused on exploring and developing coal deposits in Mongolia’s South Gobi Region. Previously, Mr. Krepiakevich was Chief Financial Officer for Extreme CCTV Inc., a publicly traded company on the TSX involved in manufacturing high tech surveillance equipment, and Vice-President Finance and Chief Financial Officer of Maynards Industries Ltd., a private firm specializing in retailing, auctioneering, liquidating, and mergers and acquisition services. Prior to his position with Maynards, Mr. Krepiakevich was a senior officer in a number of private and public issuers. He is a Canadian qualified Chartered Professional Accountant and was employed with the international accounting firm Peat Marwick Thorne (KPMG), where he worked with a number of companies in mining and related industries.

 

Ms. Sanders is the Vice President, Chief Financial Officer and Corporate Secretary for Trilogy Metals Inc. Prior to Trilogy Metals Inc. Ms. Sanders served as Vice President, Chief Financial Officer and Corporate Secretary for NovaGold Resources Inc. Ms. Sanders has over 20 years of experience in audit, finance, and accounting with public and private companies and Bachelor of Commerce degree from the University of Alberta, is a Canadian qualified Chartered Professional Accountant and a Certified Public Accountant in the United States.

 

Mr. Zimmer is a corporate director and is the former President and Chief Executive Officer of Far West Mining Ltd., which was acquired by Capstone Mining Corp. in 2011. Prior to Far West, Mr. Zimmer worked for Teck Corporation, Teck-Cominco and Teck-Pogo Inc. From 1992 to 2007 he served in various engineering and operating roles and from 1998 to 2007, as Vice President and Project Manager for Teck-Pogo Inc. on the design and construction of the Pogo Mine near Fairbanks, Alaska. Before joining Teck, Mr. Zimmer was employed with Bow Valley Industries as Senior Staff Engineer responsible for evaluation of new mining ventures. Mr. Zimmer has over 40 years of experience in the mining industry and has a B.Sc. degree, B. Eng., MBA and is a P.Eng. in the Province of British Columbia.

 

Reliance on Certain Exemptions

 

At no time since the commencement of the Corporation's most recently completed financial year has the Corporation relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), Section 3.2 of NI 52-110 (Initial Public Offerings), Section 3.3(2) of NI 52-110 (Controlled Companies), Section 3.4 of NI 52-110 (Events Outside Control of Member), Section 3.5 of NI 52-110 (Death, Disability or Resignation of Audit Committee Member), Section 3.6 of NI 52-110 (Temporary Exemption for Limited and Exceptional Circumstances) or Section 3.8 of NI 52-110 (Acquisition of Financial Literacy), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110 (Exemptions).

 

    32

 

 

Audit Committee Oversight

 

At no time since the commencement of the Corporation's most recently completed financial year was a recommendation of the Committee to nominate or compensate an external auditor not adopted by the board of directors.

 

Pre-Approval Policies and Procedures

 

The Audit Committee nominates and engages the independent auditors to audit the financial statements, and approves all audit, audit-related services, tax services and other services provided by the Corporation’s independent registered public accounting firm, PricewaterhouseCoopers LLP, Chartered Professional Accountants (“PwC”). Any services provided by PwC that are not specifically included within the scope of the audit must be pre-approved by the audit committee prior to any engagement. The audit committee is permitted to approve certain fees for audit-related services, tax services and other services pursuant to a de minimus exception before the completion of the engagement. No fees paid to PwC in either of the fiscal years ended December 31, 2019 or 2018 were approved pursuant to the de minimus exception.

 

External Auditor Service Fees (By Category)

 

PwC, is the independent registered public accounting firm for the Corporation and have acted as the Corporation's independent auditor for the years ended December 31, 2019 and 2018. The chart below sets forth the total amount billed the Corporation by PwC for services performed in these periods and breaks down these amounts by category of service (for audit fees, audit-related fees, tax fees and all other fees):

 

External Auditor Service Fees (By Category)

 

Financial Period   Audit Fees(a)     Audit Related
Fees
    Tax Fees     All Other Fees  
Year ended
December 31, 2019
  $ 451,611     $

Nil

    $

Nil

    $

Nil

 
Year ended
December 31, 2018
  $ 377,311     $

Nil

    $

Nil

    $

Nil

 

 

a) “Audit Fees” are the aggregate fees billed by PwC for the following:

 

· Audits of the Corporation’s consolidated annual financial statements;

 

· Audits of internal control over financial reporting that are provided in connection with statutory and regulatory filings or engagements;

 

· Reviews of the Corporations quarterly financial statements; and

 

· Comfort letter, consents, and other services related to the SEC.

 

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

 

The Corporation is not a party to any legal proceedings involving a claim for damages in excess of ten percent of the Corporation’s current assets, nor is a party to any regulatory actions, and is not aware of any such proceedings or actions known to be contemplated.

 

    33

 

 

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

 

The directors, executive officers and principal shareholders of the Corporation or any associate or affiliate of the foregoing have had no material interest, direct or indirect, in any transactions in which the Corporation has participated within the three most recently completed financial periods prior to the date of this AIF or in the current financial year, and do not have any material interest in any proposed transaction, which has materially affected or is reasonably expected to materially affect the Corporation, except as set out elsewhere in this AIF or as follows:

 

Certain directors and/or officers of the Corporation have subscribed for common shares of the Corporation pursuant to the public and private placement financings of the Corporation.

 

TRANSFER AGENTS AND REGISTRARS

 

The registrar and transfer agent for the common shares of the Corporation in British Columbia and Ontario is Computershare Investor Services Inc., at its offices in Vancouver, British Columbia.

 

MATERIAL CONTRACTS

 

The Wheaton SPA, as amended (as described under the heading “General Development of the Business – Three Year History and Significant Acquisitions”), is the only material contract entered into by the Corporation within the year ended December 31, 2019 or before such time that are still in effect, other than in the ordinary course of business. The Wheaton SPA and subsequent amendments are available on the SEDAR website at www.sedar.com under the Corporation’s profile.

 

INTERESTS OF EXPERTS

 

Names of Experts

 

The following sets forth each person named as having prepared or certified a report, valuation, statement or opinion described or included in a filing (including this AIF), or referred to in a filing, made under National Instrument 51-102 by the Corporation during, or relating to, its most recently completed financial year and whose profession or business gives authority to the report, valuation, statement or opinion made by the person or company:

 

· Adrian Churcher P.Eng., Zach Allright, P.Eng., and Paul Hughes, Ph.D., P.Eng., of Mining Plus Canada, Gilles Arseneau, Ph.D., P.Geo. and Cliff Revering, P.Eng. of SRK Consulting (Canada) Inc., David Farrow, Pr.Sci.Nat, P.Geo. of Geostrat Consulting Inc., and Hassan Ghaffari, P.Eng. and Ting Lu, M.Sc., P.Eng. of Tetra Tech Canada Inc. prepared the PFS described under "Description of the Business – KHSD Property".

 

· Alan McOnie, FAusIMM, Vice President, Exploration of the Corporation and Neil Chambers, P.Eng., an employee of the Corporation, are both responsible for certain information of a scientific or technical nature relating to the Corporation's properties in this AIF.

 

The Corporation’s independent auditors are PwC, who have issued the ​Report of Independent Registered Public Accounting Firm dated March 11, 2020 in respect of the Corporation’s annual financial statements as at December 31, 2019 and December 31, 2018 and for each of the years ended December 31, 2019 and December 31, 2018 and the Corporation’s internal control over financial reporting as at December 31, 2019.

 

Interests of Experts

 

Alan McOnie is currently an executive officer and Neil Chambers is currently an employee of the Corporation, as described above. Both Alan McOnie and Neil Chambers have been granted stock options of the Corporation through the course of their respective employments; however, the individual interests held by each of them throughout their respective employment terms at all times represented less than one percent of the issued and outstanding common shares of the Corporation.

 

    34

 

 

The Corporation’s independent auditors are PwC. PwC has advised the Corporation that they are independent with respect to the Corporation within the meaning of the Chartered Professional Accountants of British Columbia Code of Professional Conduct and within the meaning of the Public Company Accounting Oversight Board Rule 3520, Auditor Independence.

 

ADDITIONAL INFORMATION

 

Additional information relating to the Corporation may be found on SEDAR at www.sedar.com, as well as at the Corporation’s web site at www.alexcoresource.com.

 

Additional information, including directors' and officers' remuneration and indebtedness, principal holders of the Corporation's securities, and securities authorized for issuance under equity compensation plans, where applicable, is contained in the Corporation's information circular for its most recent annual general meeting of securityholders that involved the election of directors.

 

Additional financial information is provided in the Corporation's consolidated financial statements and management's discussion and analysis for its most recently completed financial period, being the year ended December 31, 2019.

 

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SCHEDULE "A"

 

Summary from PFS

 

1. Summary

 

“1.1 Executive Summary

 

Mining Plus Canada Consulting Ltd. (Mining Plus) was retained by Alexco Resource Corp. (“Alexco”) to prepare a Preliminary Feasibility Study (“PFS” or the “Study”) and Independent Technical Report (the “Technical Report”) on the Keno Hill Silver Project (the “Project”), located in the Yukon Territory, Canada. The purpose of this Technical Report is to disclose the results of the PFS. This Technical Report conforms to National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”).

 

Alexco is a public company with its headquarters in Vancouver, B.C. Alexco, through wholly owned subsidiaries, owns the mineral rights for the Keno Hill Silver District (“KHSD” or the “District”) following its successful bid for the assets of United Keno Hill Mines Ltd in 2006. Alexco acquired the properties with all pre-existing liabilities subject to indemnification from the Federal Government of Canada.

 

The Project contemplates the conventional mining and milling of silver-lead-zinc ore from four deposits in the District. There is an existing mill which will process a high grade silver-lead-zinc ore from four deposits across the District. Over the eight year mine life contemplated in this PFS, the mines will produce 1.18 million (“M”) tonnes of mill feed (the probable Mineral Reserves) at an average 805 grams per tonne (“g/t”) silver (“Ag”), 2.98% lead (“Pb”), 4.13% zinc (“Zn”) and 0.34 g/t gold (“Au”). Following commissioning, the mill will produce two concentrates; a high grade lead-silver concentrate averaging 15,890 g/t Ag, 54% Pb, and 3.7 g/t Au, and a zinc-silver concentrate averaging 649 g/t Ag and 53% Zn. The annualized silver product in concentrate is 4.0 M ounces (“oz”).

 

The KHSD is a historic mining district, with the first production recorded in 1913. Since that time, an estimated 200 million ounces of silver has been produced from over 30 small mines across the district. Due to the high grade, steeply dipping veins which host the mineralization, the historic mines were typically small underground operations “chasing the vein”, followed by open pit operations beginning in the 1970’s to recover the crown pillars.

 

In the late 1980’s, the then-owner United Keno Hill Mining Company (“UKHM”) declared bankruptcy and the site was eventually declared abandoned in 2001, reverting to the Government of Canada. Alexco was the successful bidder in a commercial sale and purchase process and in 2006 became the 100% owner of the assets. Through this transaction, Alexco has the right to mine the deposits and the obligation to develop, permit and implement a reclamation and closure plan for the legacy liabilities across the District. Alexco is fully indemnified for the historic liabilities.

 

Alexco has been actively developing the Keno Hill Silver District since 2006. Alexco built a new mill complex in 2010 which operated for three years, processing material from the Bellekeno Mine. Since suspending mining operations in 2013, Alexco has maintained the District on a care and maintenance status and focused on additional exploration leading to increases in the estimated Mineral Resources for the Bermingham and Flame & Moth deposits. In 2018, Alexco completed over 1,000 meters (“m”) of underground development work including an advanced exploration decline at the Bermingham deposit and a new portal and ramp at the Flame & Moth deposit.

 

The estimated Mineral Resource includes the Bellekeno, Lucky Queen, Flame & Moth, Onek, and Bermingham. The total estimated Mineral Resource inclusive of estimated probable Mineral Reserves is shown in Table 1-1.

 

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Table 1-1 Keno Hill Mineral Resources (SRK, 2019)

 

Category   Tonnes     Ag (g/t)     Au (g/t)     Pb (%)     Zn (%)     Contained
Ag (Oz)
 
Indicated     3,875,800       594       0.34       2.0       5.3       74,034,000  
Inferred     1,660,600       455       0.20       1.6       3.7       24,271,000  

 

Notes:

 

  1. All Mineral Resources are classified following the CIM Definition Standards for Mineral Resources and Mineral Reserves (May 2014) of NI 43-101.  
  2. Indicated Mineral Resources are inclusive of probable Mineral Reserves estimates.  
  3. Mineral Resources are not mineral reserves and do not have demonstrated economic viability. All numbers have been rounded to reflect the relative accuracy of the estimates.  
  4. The Mineral Resource estimates comprising Bellekeno, Lucky Queen and Flame & Moth, Onek and Bermingham are supported by disclosure in the news release dated March 28, 2019 entitled “Alexco Announces Positive Pre-Feasibility Study for Expanded Silver Production at Keno Hill Silver District” and this Technical Report filed on SEDAR dated February 13, 2020 with an effective date of March 28, 2019.  
  5. The Mineral Resource estimates for the Bermingham and Bellekeno deposits are based on mineral resource estimates having an effective date of March 28, 2019. The Bellekeno deposit has been depleted to reflect all mine production from the Bellekeno mine to date.  
  6. The mineral resource estimate for the Lucky Queen, Flame & Moth and Onek deposits have an effective date of January 3, 2017.      

 

The mine plan for this Project comprises mining from four deposits (also referred to as “mines”); Bermingham, Flame & Moth, Bellekeno, and Lucky Queen. The majority of the mill feed will come from Bermingham and Flame & Moth (over 90%). Two mines will be operating at any given time, with the exception of the initial three month ramp up period of ore from Bellekeno only.

 

The mine plan is based on conventional mining methods. Based on the orientation, width of the veins, review of historic mining in the District, and geotechnical information, a combination of mechanized overhand cut and fill, and longhole stoping with cemented rock fill have been selected as the appropriate mining methods for all four deposits. The deposits require the use of mining methods that can adequately support the vein and that are flexible and selective while minimizing the direct mining costs. The backfill is planned to be a mixture of waste rock fill and tailings from the dry stack tailings facility (“DSTF”) with cement added as required.

 

The estimated probable Mineral Reserves calculated by the Qualified Person (from Mining Plus) for this Project are 1.18 M tonnes grading 805 g/t Ag, 2.98% Pb, 4.13% Zn and 0.34 g/t gold for an overall silver equivalent (“AgEq”) grade of 1,136 g/t AgEq as of March 28, 2019.

 

The District mill will be recommissioned at the currently permitted average throughput of 400 tonnes per day (“tpd”) (157,000 tonne per year (“tpy”)) with a planned increase in throughput in Year 3, for an overall life-of-mine (“LOM”) average throughput of 430 tpd. The mill is a conventional flotation mill producing two concentrates. Tailings are thickened, filtered, and placed in a conventional DSTF, which will be progressively reclaimed.

 

The Bellekeno, Flame & Moth and Lucky Queen mines have all permits and authorizations in place to commence full scale mine production. Although licences are also in place for Onek, there are currently no plans for production from this deposit. The Bermingham deposit requires a final licence amendment, expected in the third quarter of 2019, to commence production. The mill and tailings facilities are fully permitted.

 

The Project risks are substantially minimized compared to a greenfields project by a combination of Alexco’s previous operations at Keno Hill, the recently completed underground development and drilling, the existing and well maintained infrastructure both onsite and offsite (including grid power) and the safe jurisdiction of the Yukon.

 

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The initial capital cost is $23.2 M. This initial capital (pre-production prior to achieving positive cash flow) comprises $17.9 M of mine development and PP&E and $5.3 M of net working capital for the initial construction and ramp up period of five months. The LOM sustaining capital is estimated at $76.5 M, primarily for ongoing mine development.

 

The direct operating costs for the Project are estimated at a total of $362 M or $312 per tonne of ore. These comprise $226 M direct mine costs, $70 M of direct mill costs, and $67 M for site general and administrative (“G&A”) costs (excluding corporate). However corporate costs are included in calculation of all-in sustaining costs (“AISC”). The AISC is a non-GAAP financial measure that does not have any standardized meaning. Alexco has adopted the practice of calculating this performance measure as the net cost of producing an ounce of silver (our primary payable metal) after deducting revenues gained from incidental by-product production.

 

Revenue derives from selling four metals (silver as main product and lead, zinc and gold as by-products), reporting to two concentrates; a lead-silver concentrate and a zinc-silver concentrate. The Project will produce a total of 58,200 tonnes of lead-silver concentrate and 67,800 tonnes of zinc-silver concentrate over the eight year mine life. Over the LOM, the payable metals produced in these concentrates total 27.2 M oz Ag, 65.4 M pounds (“lbs”) Pb, 67.2 M lbs Zn and 4,707 oz Au.

 

Metal pricing was based on information from external sources. The LOM net revenue (“Net Smelter Return”) is $652 M and the total cash flow is at $174 M. These are based on metal pricing assumptions as follows:

 

· Silver ranging from US$15.75/oz in 2019 to the long-term price of US$18.25/oz;

 

· Zinc: US$1.25/lb in 2019 and 2020, and US$1.22/lb thereafter;

 

· Lead: US$0.96/lb in 2019, and US$1.00/lb thereafter; and

 

· Gold: US$1,275/oz in 2019, US$1,315/oz in 2020 and US$1,325/oz thereafter.

 

The project economics show this to be a robust project with low capital and high returns with a pre-tax net present value at a 5% discount rate (“NPV5”) of $136.2 M and after-tax NPV5 of $101.2 M. The pre-tax internal rate of return (“IRR”) is 84% and after-tax IRR is 74%. Considering the Project on a stand-alone basis, the undiscounted after-tax cash flow totals $129.3 million over the mine life. Simple payback occurs approximately two years from start of production, approximately 26 months after the end of the initial capital period).

 

The brownfields nature of the Project means a relatively rapid timeline to full production of six months total. The pre-production period is expected to require up to three months, during which the mill modifications and construction of the additional surface infrastructure (expansion of camp, offices) will be completed. Once the permitting process is completed, underground development will continue, and the mill will be re-commissioned. The ramp up to full production in the mill is expected to take three months.

 

Exploration will continue at Keno Hill, to expand the current resources and in the short term is particularly focused on the Bermingham deposit. Alexco plans approximately 7,500 m of surface diamond drilling at Bermingham and other areas in Galena Hill in 2019; this is not included in the Project costs summarized in this Technical Report. It is recognized that there remains considerable estimated Mineral Resources in the indicated category after extraction of the probable Mineral Reserves considered herein.

 

1.2 Technical Summary

 

1.2.1 Property Description and Ownership

 

The Keno Hill Silver Project is located on Alexco’s Keno Hill Silver District (KHSD) in the central Yukon. The site is located approximately 350 km north of Whitehorse, Yukon, Canada in central Yukon and is in the traditional territory of First Nation of Na-Cho Nyäk Dun (FNNND). Access to the property is via the Alaska, Klondike and Silver Trail highways from Whitehorse to Mayo (407 km) and an all-weather gravel road northeast from Mayo to Elsa (45 km); a total distance of 452 km.

 

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Alexco Keno Hill Mining Corp. (AKHM) is a wholly-owned subsidiary of Alexco and has been incorporated for operation of mineral extraction and development in the KHSD. Elsa Reclamation and Development Company Ltd. (ERDC), a wholly owned subsidiary of Alexco, continues to advance the development and eventual implementation of the District Wide Closure Plan (ESM Reclamation Plan) which addresses the historic environmental liabilities of the district from past mining activities. The potential liabilities associated with the historic operations in the KHSD are indemnified by the Government of Canada under the terms and conditions of the commercial agreement subject to the requirement for ERDC to develop, permit and implement the site Reclamation Plan. The Reclamation Plan for the historic liabilities is currently being reviewed by the Yukon Environmental and Socio-economic Assessment Board (YESAB).

 

Alexco has been actively developing the KHSD since 2006 under this unique contractual arrangement with the Government of Canada whereby it can enter into production at historic and newly discovered deposits within the district while it undertakes reclamation activities to remediate historic environmental impacts.

 

The KHSD quartz mining claims and quartz mining leases are held by one of two wholly-owned subsidiaries of Alexco: ERDC or AKHM. The current property ownership, access and licences cover the areas included in the geological model, Mineral Resources and Mineral Reserves in this study.

 

Alexco has exploration, maintenance, and camp facilities near the location of the historic mining town of Elsa, which is located just off the Silver Trail Highway, and administration, mill and mine facilities at the mill complex located near Keno City, as shown in Figure 1-1. The KHSD is well connected by a network of public and private gravel roads. A large number of roads constructed for past mining operations are still serviceable. The KHSD is supplied with electrical power by Yukon Energy Corporation from two hydroelectric plants near Mayo.   The area is covered by NTS map sheets 105M/13 and 105M/14.

 

The central Yukon is characterized by a subarctic continental climate with cold winters and warm summers. Exploration and mining work can be carried out year-round. Annual precipitation averages 28 cm. Half of this amount falls as snow, which starts to accumulate in October and remains into May or June. The landscape surrounding the KHSD is characterized by rolling hills and mountains with a relief of up to 1,600 m. The highest elevation is Keno Hill at 1,975 m. Slopes are gentle except the north slopes of Keno Hill and Sourdough Hill.

 

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Source: 2018 photo from Alexco files

 

Figure 1-1 View of the Existing District Mill Showing the Dry Stack Tailings Facility and Christal Lake

 

1.2.2 History

 

The Keno Hill mining camp area has a rich history of exploration and mining dating back to the beginning of the 1900s. Notable periods of interest in the historic evolution of the Keno Hill mining camp included:

 

· Early gold prospecting near Mayo, particularly after the Klondike gold rush of 1898;

 

· The first silver was found in 1903 and small-scale mining commenced in 1913 at the Silver King mine;

 

· The end of the First World War and high silver prices led to renewed exploration and production activity by the Yukon Gold Company and later Keno Hill Limited;

 

· In the early 1920s, the Treadwell Yukon Company Limited (TYC) started mining.

 

· The 1950s proved to be the most successful period, starting in the early 1960s, new discoveries, and additions to mineral inventory were less than production.

 

· After the Second World War there was a sharp decline in activity in the Keno Hill camp until a new company, Keno Hill Mining Company Ltd., later United Keno Hill Mines Ltd. (UKHM), purchased all TYC properties, started production and sparked increased exploration activity. Production was primarily from underground mining, following the silver veins;

 

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· The peak activity occurred in the 1950s and early 1960s, with new discoveries across the district adding to mineral inventory and production from the larger underground complexes such as the Hector Calumet camp;

 

· Open pit mining began in the late 1970’s, mainly to recover crown pillars; from 1982 to 1985 Sadie-Ladue and Shamrock were mined on a small scale basis, and from 1989 to 1990 Shamrock, Silver King, Hector-Calumet, Lucky Queen, and Keno were mined;

 

· UKHM stopped production from the Keno Hill District permanently in early 1989; and

 

· The mine was declared abandoned in 2001 by the Government of Canada and the assets reverted to the Crown.

 

Alexco acquired the KHSD in 2006 and produced from Bellekeno mine from 2011 to 2013. Exploration has resulted in development and identification of the Lucky Queen, Flame & Moth, Onek, and Bermingham deposits.

 

1.2.3 Geology

 

The Keno Hill mining camp is located in the northwestern part of the Selwyn Basin in an area characterized by the Robert Service and Tombstone Thrust Sheets that are overlapping and trend northwest. The area is underlain by Upper Proterozoic to Mississippian rocks that were deposited in a shelf environment during the formation of the northern Cordilleran continental margin. The KHSD geology is dominated by the Mississippian Keno Hill Quartzite comprising the Basal Quartzite Member and conformably overlying Sourdough Hill Member. The unit is overthrust in the south by the Upper Proterozoic Hyland Group Yusezyu Formation and is conformably underlain in the north by the Devonian Earn Group (McOnie and Read, 2009).

 

Mineralization is of the polymetallic silver-lead-zinc vein type that typically exhibits a succession of hydrothermally precipitated minerals from the vein wall towards the vein centre. However, in the KHSD, multiple pulses of hydrothermal fluids or fluid boiling, probably related to repeated reactivation and breccia formation along the host fault structures, have formed a series of vein stages with differing mineral assemblages and textures. Supergene alteration may have further changed the nature of the mineralogy in the veins. Much of the supergene zone may have been removed due to glacial erosion.

 

In general, common gangue minerals include (manganiferous) siderite and, to a lesser extent, quartz and calcite. Silver predominantly occurs in argentiferous galena and argentiferous tetrahedrite (freibergite). In some assemblages, silver is also found as native silver, in polybasite, stephanite, and pyrargyrite. Lead occurs in galena and zinc in sphalerite, which at the KHSD can be either an iron-rich or iron-poor variety. Other sulphides include pyrite, pyrrhotite, arsenopyrite, and chalcopyrite.

 

The Keno Hill mining camp has long been recognized as a polymetallic silver-lead-zinc vein district with characteristics possibly similar to other well-known mining districts in the world. Examples of this type of mineralization include the Kokanee Range (Slocan), British Columbia; Coeur d’Alene, Idaho; Freiberg and the Harz Mountains, Germany; and Príbram, Czech Republic.

 

In the KHSD, the largest accumulation of minerals of economic interest occur in areas of increased hydrothermal fluid flow in structurally prepared competent rocks such as the Basal Quartzite Member and Triassic Greenstone. Incompetent rocks like phyllites tend to produce fewer and smaller (if any) open spaces, limiting fluid flow and resulting mineral precipitation.

 

1.2.4 Exploration and Drilling

 

The exploration conducted by Alexco since 2005 is the first comprehensive exploration effort in the KHSD since 1997. The work has included a program of geologic data compilation, aerial geophysical surveying, and surface core drilling. Alexco converted the historic maps and documents from nearly 70 years of mining in the district to digital form. The digital data has been used to construct district scale maps and three-dimensional (3D) mine models.

 

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Since acquiring the Keno Hill property, Alexco has completed a total of 737 surface diamond drill holes for a total of 189,529 m. In addition, a total of 431 underground holes for 29,673 m has also been completed, mainly at Bellekeno, but also includes 24 holes for 4,213 m HQ drilled in 2018 from the Bermingham exploration decline.

 

Exploration drilling by Alexco has primarily been conducted to test targets immediately adjacent to historic resource areas and, to a lesser extent, to evaluate targets based on interpretation of exploration data. The objective has been to locate structurally controlled vein mineralization.

 

Standard logging and sampling conventions are used to capture information from the drill core. Since 2010 all core logging data has been directly digitally entered to the geology database with data including comments captured in separate tables including lithology, structure, mineralization type, intensity of oxidation, phases and abundance of veining, alteration, stratigraphy, and geotechnical.

 

1.2.5 Mineral Resource Estimate

 

Definitions for resource categories used in this report are consistent with the CIM definitions incorporated by reference into NI 43-101. The resource evaluations reported herein are a reasonable representation of the global polymetallic Mineral Resources in the Bellekeno, Lucky Queen, Flame & Moth, Onek, and Bermingham deposits given the current level of sampling.

 

The Mineral Resources have been estimated in conformity with the generally accepted CIM Estimation of Mineral Resources and Mineral Reserves Best Practices Guidelines (CIM, 2003) and are reported in accordance with NI 43-101. Mineral resources are not mineral reserves and have not demonstrated economic viability.

 

In the opinion of the QPs from SRK Consulting (Canada) Inc. (SRK), the resource evaluations reported herein are a reasonable representation of the global polymetallic Mineral Resources in the Bellekeno, Lucky Queen, Flame & Moth, Onek, and Bermingham deposits given the current level of sampling. The databases used to update the Bellekeno mine and Flame & Moth mineral resource estimates were audited by the Qualified Persons (QPs). The QPs are of the opinion that the current drilling information is sufficiently reliable to interpret with confidence the boundaries for the polymetallic mineralization and that the assay data are sufficiently reliable to support mineral resource estimation.

 

Mintec’s MineSight software was used to construct the geological solids for all five deposits. The Lucky Queen and Onek, geological models and database were imported into GEMS format Access databases for geostatistical analysis, block model construction, metal grades estimates, and the tabulation of the Mineral Resources. Maptek’s Vulcan software was used for geostatistical analysis and block model estimation for the Bermingham mineral resource estimate. Isatis was used for geostatistical analysis and variography, block model construction, estimating metal grades, and mineral resource tabulation for Bellekeno. The Lucky Queen, Flame & Moth, and Onek block models were estimated using GEMS.

 

Methodology for the five deposits employed the following procedures:

 

· Database compilation and verification;

 

· Construction of wireframe models for the boundaries of the polymetallic mineralization;

 

· Definition of resource domains;

 

· Estimation of bulk density;

 

· Data conditioning (compositing and capping) for geostatistical analysis and variography;

 

· Block modelling and grade interpolation;

 

· Resource classification and validation;

 

· Assessment of “reasonable prospects for economic extraction” and selection of appropriate cutoff grades; and

 

· Preparation of the Mineral Resource Statement.

 

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A summary of the mineral resource estimate for the Project is shown in Table 1-2.

 

Table 1-2 Summary of Mineral Resource Estimates

 

Category1,2,3   Deposit     Tonnes     Ag
(g/t)
    Au
(g/t)
    Pb
(%)
    Zn
(%)
    Contained
Ag (oz)
 
Indicated     Bellekeno2,4&5       262,000       585       n/a       3.5 %     5.3 %     4,928,000  
      Lucky Queen2,4&6       132,300       1,167       0.2       2.4 %     1.6 %     4,964,000  
      Flame & Moth2,4&6       1,679,000       498       0.4       1.9 %     5.3 %     26,883,000  
      Onek4&6       700,200       191       0.6       1.2 %     11.9 %     4,300,000  
      Bermingham2,4&5         1,102,300       930       0.1       2.4 %     1.7 %     32,959,000  
Total Indicated             3,875,800       594       0.34       2.0 %     5.3 %     74,034,000  
Inferred     Bellekeno4&5       243,000       428       n/a       4.1 %     5.1 %     3,344,000  
      Lucky Queen4&6       257,900       473       0.1       1.0 %     0.8 %     3,922,000  
      Flame & Moth4&6       365,200       356       0.3       0.5 %     4.3 %     4,180,000  
      Onek4&6       285,100       118       0.4       1.2 %     8.3 %     1,082,000  
      Bermingham4&5       509,400       717       0.2       1.7 %     1.5 %     11,743,000  
Total Inferred             1,660,600       455       0.2       1.6 %     3.7 %     24,271,000  

 

Notes:

 

  1. All Mineral Resources are classified following the CIM Definition Standards for Mineral Resources and Mineral Reserves (May 2014) of NI 43-101.
  2. Indicated Mineral Resources are inclusive of probable Mineral Reserves estimates.
  3. Mineral resources are not Mineral Reserves and do not have demonstrated economic viability. All numbers have been rounded to reflect the relative accuracy of the estimates.
  4. The Mineral Resource estimates comprising Bellekeno, Lucky Queen and Flame & Moth, Onek and Bermingham are supported by disclosure in the news release dated March 28, 2019 entitled “Alexco Announces Positive Pre-Feasibility Study for Expanded Silver Production at Keno Hill Silver District” and this Technical Report filed on SEDAR dated February 13, 2020 with an effective date of March 28, 2019.
  5. The mineral resource estimate for the Bermingham and Bellekeno deposits are based on mineral resource estimates having an effective date of March 28, 2019. The Bellekeno deposit has been depleted to reflect all mine production from the Bellekeno mine to date.
  6. The mineral resource estimate for the Lucky Queen, Flame & Moth and Onek deposits have an effective date of January 3, 2017.

 

1.2.6 Mineral Reserve Estimate

 

The Mineable Shape Optimizer (MSO) tool was used to create mineable shapes using the NSR values coded into the block models. The results generated from the MSO process were used as guidance to generate detailed development layouts and crosscut designs. The economic viability of all stope blocks and levels were tested to ensure that all the probable Mineral Reserves are economically viable.

 

The Mineral Reserves (Table 1-3) show the total Mineral Reserves for the Keno Hill Silver District; all Mineral Reserves are probable Mineral Reserves. External dilution and mineable recovery has been applied to the Mineral Reserves. Please note that rounding of tonnes, average grades, and contained metal may result in apparent discrepancies with totals rounded.

 

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Table 1-3 Mineral Reserves, Alexco Resource Corp. – Keno Hill Silver District Project

 

Deposit3   Category     Tonnes     Ag
(g/t)
    Pb
(%)
    Zn
(%)
    Au
(g/t)
    Contained
Metal
(000 oz Ag)
    Contained
Metal
(000 oz Au)
    Contained
Metal
(M Ibs Pb)
    Contained
Metal
(M Ibs Zn)
 
Bellekeno   Proven       -       -       -       -       -                                  
    Probable       40,109       843.1       11.79       6.31       -       1,087       -       10       6  
Lucky Queen   Proven       -       -       -       -       -       -               -       -  
    Probable       70,717       1,244.39       2.63       1.38       0.12       2,829       -       4       2  
Flame and Moth   Proven       -       -       -       -       -       -               -       -  
    Probable       704,211       671.95       2.71       5.73       0.49       15,214       11       42       89  
Bermingham   Proven       -       -       -       -       -       -               -       -  
    Probable       362,343       972.02       2.59       1.32       0.13       11,324       2       21       11  
Total   Proven       -       -       -       -       -       -               -       -  
    Probable       1,177,380       804.51       2.98       4.13       0.34       30,454       13       77       107  

 

Notes:

 

  1. Mineral Reserves are reported herein based on an NSR cutoff value using estimated metallurgical recoveries, assumed metal prices and smelter terms, which include payable factors, treatment charges, penalties, and refining charges
  2. Tonnage and grade measurements are in metric units. Contained gold and silver ounces are reported as troy ounces
  3. The Bellekeno, Lucky Queen, Flame & Moth and Bermingham deposits are incorporated into the current mine plan supported by disclosure in the news release dated March 28, 2019 entitled “Alexco Announces Positive Pre-Feasibility Study for Expanded Silver Production at Keno Hill Silver District”.
  4. Rounding as required by reporting guidelines may result in apparent summation differences between tonnes, grade and contained metal content.

 

The Mineral Reserves identified comply with CIM definitions and standards for a NI 43-101 technical report. Detailed information on mining, processing and other relevant factors are contained in the following sections and combined demonstrate that the KHSD Project is an economically viable project.

 

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1.2.7 Mining Methods

 

The project contains four separate deposits: Bellekeno, Bermingham, Flame & Moth, and Lucky Queen. All are characterized by high-grades and narrow vein widths. A photo of the existing Bellekeno portal is shown in Figure 1-2, and similarly of the current Bermingham portal in

 

 

 

Figure 1-3.

 

Source: 2018 photo from Alexco files

 

Figure 1-2 View of the Current Bellekeno Portal

 

 

 

Source: 2-18 photo from Alexco files

 

Figure 1-3 View of the Current Bermingham Portal

 

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The KHSD is historically known for locally challenging ground conditions encountered that limit the applicable mining methods to fully supported methods with limited spans, such as cut and fill or very small scale longhole. For most of its historic mining life, the most successful method was square set stoping with timber.

 

Historical mining methods used in the KHSD have included cut and fill, small scale longhole stoping, shrinkage stoping, and square set stoping. The veins typically have dips around 70 to 80 degrees but vary between deposits from approximately 50 degrees at Lucky Queen to 80 degrees at Flame & Moth.

 

Numerous geotechnical studies have been carried out on the KHSD most recently by Jacobs Engineering (Jacobs, 2019). Geotechnical data for this study was only available for the Flame & Moth and Bermingham deposits which comprise approximately 90% of the PFS mill feed. Operational experience gained during previous production mining at the Lucky Queen and Bellekeno deposits has been used to guide (but not directly influence) the development of geotechnical mine design parameters for the PFS. At a feasibility level the geotechnical conditions of the Lucky Queen and Bellekeno would need to be verified.

 

To understand the ground conditions at the KHSD Project, geotechnical domains were created for the BM and FM deposits. Preliminary geotechnical parameters were assessed using major lithology types as identified by Alexco geology personnel. The geotechnical domains are outlined below on which ground support designs have been based:

 

· Domain 1: Quartzite (waste development);

 

· Domain 2 Schist (waste development);

 

· Domain 3: Faults (waste and production development); and

 

· Domain 4: Mineralization (production development).

 

Based on the estimated rock mass classification Q values, ground support classes were developed for standard lateral development and production drifts for the Flame & Moth and Bermingham deposits. Mining of the Lucky Queen and Bellekeno deposits will exploit existing underground development. For this study, previously used ground support standards or the standards outlined for the Flame & Moth and Bermingham deposits (whichever provides greater capacity) will be used in the limited additional development that is planned. The ground support uses conventional technology; a combination of shotcrete, rock bolts and mesh.

 

In general, the infrastructure and development excavations are open for the long-term, and support has been designed accordingly. The infrastructure has been designed to avoid areas with potential poor ground conditions; in some situations, this is unavoidable, and support will be increased to provide long term stability.

 

The mine design strategy for the Project was to design as many areas as practical using small scale longhole mining methods while planning mechanized overhand cut and fill for areas where ground conditions were poor, or where the combination of vein dip and true width was not compatible with longhole stoping methods. A 3D design of the development and stope shapes was completed for all four deposits using Deswik Software.

 

Based on the orientation, width of the veins, review of historic mining in the district, and geotechnical information, a combination of mechanized overhand cut and fill, and longhole stoping with cemented rock fill has been selected as the appropriate mining methods for all four deposits. The deposits require the use of mining methods that can adequately support the vein and that are flexible and selective while minimizing the direct mining costs. The backfill is planned to be a mixture of waste rock fill and tailings from the DSTF with cement added as required.

 

For the majority of the mine life two deposits will be providing mill feed at all times. The only exceptions are early in the mine life when only the Bellekeno mine will be producing the mill feed and late in the mine life. There will be a 10-month development period at Flame & Moth and Bermingham with steady state production being reached in Year 2 of the 8-year mine life. Steady state production over the 8-year mine life will average about 160,000 tonnes per annum.

 

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Revenue comes from selling four metals (silver as main product and lead, zinc and gold as by-products), reporting to two concentrates; a lead-silver concentrate and a zinc-silver concentrate. Stope shapes and mining areas were created and manually validated based upon an NSR value per tonne cutoff of $339. This NSR cutoff value was calculated by using the initial operating cost estimate. Mining recovery was applied at 95% for Bellekeno, Flame & Moth, Bermingham and Lucky Queen which is in line with Alexco’s historic operational experience. All stope shapes and mining areas were reviewed to remove any unprofitable areas.

 

To maximize project value a higher cutoff value was selected on a mine-by-mine basis. This accelerates payback and eliminates the scheduling of marginal or near marginal tonnes. Based on the directive of Alexco management to target minimum 650 g/t Ag average LOM head grade for each deposit. The cut off values selected to meet this mandate are in Table 1-4 below.

 

Table 1-4 Mine Design Criteria – Cutoff Values

 

Mine   Cutoff Value ($/t)  
Bellekeno   420  
Lucky Queen   460  
Bermingham   350  
Flame & Moth   350  

 

Stope dilution is calculated in the block model for each block, based on the specific block width, and is also reported to give an average dilution for the entire stope. To factor in unplanned dilution outside the stopes shapes boundaries, a dilution skin of 0.5 m was applied to both the hanging wall (HW) and footwall (FW) during the stope optimizer process. This dilution was considered when evaluating whether or not shapes are economic to ensure only diluted economic stope shapes are included in the mine plan.

 

Internal dilution (Planned Dilution) is primarily a function of the width of the orebody and minimum mining width. Minimum mining width for cut and fill method in both Bermingham and Flame & Moth deposits is 3.5 m wide and for the Lucky Queen deposit is 2.5 m wide which is determined from the size of the equipment selected and consistent with the geotechnical design parameters. For longhole stoping, the minimum mining width is planned at 1.8m. Dilution for the four deposits is; Flame & Moth 15%, Bermingham 37%, Lucky Queen 39%, and Bellekeno 21%.

 

The underground mine design for all four deposits results in total probable Mineral Reserves of 1,177,380 tonnes (diluted) with an average grade of 805 g/t Ag, 2.98% Pb, and 4.13% Zn. The overall NSR value for the reserve is $554/tonne.

 

A monthly production schedule was generated using excel for each task associated with mine development and production. This schedule was created using Deswik Scheduling software and targeted approximately 16,000 tonnes ore/month coming from two deposits at any given time. The total annual mill feed and waste production from the four mines are summarized in Table 1-5 below.

 

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Table 1-5 Mine Production Summary

 

    TOTAL     2019     2020     2021     2022     2023     2024     2025     2026     2027  
ORE TONNES1     1,177,380       58,384       136,174       163,200       199,800       198,800       142,324       164,655       105,468       8,575  
WASTE TONNES     755,123       102,696       235,874       147,658       122,717       45,717       51,897       28,920       19,644       -  
TOTAL TONNES     1,932,502       161,080       372,048       310,858       322,517       244,516       194,222       193,575       125,111       8,575  
Calculated Average Grade
Ag(g/t)     805       881       875       903       784       796       775       822       595       672  
Au(g/t)     0.34       0.1       0.3       0.3       0.3       0.3       0.4       0.4       0.5       0.9  
Pb(%)     2.98 %     9.1 %     2.5 %     3.3 %     2.9 %     2.6 %     3.3 %     2.0 %     2.0 %     2.2 %
Zn(%)     4.13 %     5.5 %     3.7 %     3.3 %     4.3 %     3.6 %     4.3 %     3.4 %     6.6 %     8.7 %
Calculated Contained Metal
Ag(Oz)     30,453,593       1,653,067       3,832,080       4,740,188       5,034,181       5,088,284       3,548,358       4,353,560       2,018,645       185,230  
Au(Oz)     12,992       119       1,191       1,572       1,844       1,862       2,029       2,380       1,752       243  
Pb(lbs)     77,289,572       11,712,803       7,367,704       11,981,444       12,644,948       11,156,854       10,219,624       7,128,997       4,656,048       421,150  
Zn(lbs)     107,195,512       7,119,086       11,101,079       11,734,556       19,030,982       15,630,812       13,436,290       12,247,614       15,258,571       1,636,522  

 

Notes:

 

  1. The term “ore” in this document means the total probable Mineral Reserve as presented in Chapter 15 of this report.  

 

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Key equipment requirements during the pre-production and production period will include jumbos, load-haul-dumps (LHDs), haulage trucks, bolters, shotcrete sprayers and a longhole drill. Raise development will be carried out using alimaks. Alexco currently owns much of the mining equipment required; the additional major equipment required is assumed to be leased for the Project.

 

Manpower will consist of technical staff, mining crews, mechanics, electricians and other support staff. Manpower reaches 222 personnel at full production with up to 122 personnel on site at any given time.

 

The ventilation system for each deposit is designed to meet Yukon regulations. Permanent fans will be located on surface at the raise collars. All intake air entering the mine workings will be heated above freezing point during the winter months.

 

1.2.8 Metallurgical Testing and Mineral Processing

 

Metallurgical testwork has been conducted independently on each of the four deposits included in the production plan independently. Testwork performed from 1996 through 2009 was the basis for the design and construction of the mill facility in 2010. The Bellekeno mine and mill complex achieved commercial production in January 2011, processing an average of 253 tpd in 2012. Since 2011, samples from Lucky Queen, Flame & Moth, and Bermingham deposits were tested to assess flotation performance.

 

The KHSD Property (the Property) is of a polymetallic silver-lead-zinc vein type mineralization. According to this PFS production plan, additional deposits of Flame & Moth, Bermingham, and Lucky Queen, as well as the remnant Bellekeno deposit will feed the mill complex at 400 tpd for the first two years before reaching the peak capacity 550 tpd at year three. Bellekeno mineralization at the Property was processed in the Keno Hill District Mill at 250 tpd from 2011 and 2013. The existing Keno Hill District Mill will be upgraded to allow processing of material from additional deposits at the increased feed capacity.

 

Based on metallurgical testwork described in Section 13.0 and previous operation experience, a conventional sequential flotation process with regrinding stages on both lead and zinc rougher concentrates has been selected for this Project to produce silver-lead concentrate and zinc concentrate. The target primary grind size P80 was designed to be 100 to 120 µm to recover liberated lead and zinc minerals in rougher flotation circuits. A regrind mill in each of the lead and zinc cleaner flotation circuits will be included for further liberation and upgrading.

 

Based on the mill capacity/modification reviews, modifications to the existing Keno Hill District Mill will be required in three areas including grinding circuit, flotation circuit, and tailings dewatering circuit and have been included in this PFS. Specifically, one additional grinding ball mill, two regrinding ball mills, and one larger plate frame filter for tailings dewatering will be installed. To reach the higher rate 550 tpd, campaigns will be run to identify additional modifications in the initial operation. An allowance of $1 million has been included in this Project for this purpose.

 

Ore will be crushed and then processed in a conventional flotation mill producing two concentrates. Concentrates will be thickened, filtered, and trucked off site for sale. Tailings will be also thickened, filtered, and stored in a dry stack tailing facility adjacent to the mill. Process water will be stored in the mill pond adjacent to the mill complex and recycled to the plant for varied applications. A simplified process flowsheet is included in Section 17.0 (Figure 17-1). The primary makeup water source is from the Flame & Moth underground mine which will be treated within the already constructed water treatment plant.

 

The expected metallurgical recoveries are shown in Table 1-6 for the life of mine (including ramp up and commissioning) and for the period after the ramp up and commissioning in Year 1. The total concentrate production over the life of mine is shown in Table 1-7. Also shown in this table, for comparison, is the concentrate production starting after the ramp up and commissioning period through to the end of the mine life.

 

While the overall recoveries are similar for both time periods, the concentrate characteristics differ. This is due to the different head grades and metallurgical performance of the Bellekeno production which is used for the startup and commissioning.

 

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Table 1-6 Expected Metallurgical Performance1 – Recovery to Concentrates

 

    Average LOM     Average LOM Following
Commissioning2
 
% into Pb-Ag Concentrate
Ag     90.9       90.9  
Pb     88.6       88.3  
Au     49.0       49.0  
% into Zn Concentrate
Ag     4.6       4.7  
Zn     73.6       73.5  

 

Notes:

 

  1. Based on the total probable Mineral Reserves presented in Section 15 and mine plan presented in Section 16, metallurgical testing presented in Section 13.
  2. “following commissioning” refers to Year 2 through to end of mine.

 

Table 1-7 Expected Metallurgical Performance1 – Concentrates

 

    LOM  
(including year 1)
    Average LOM Following
Commissioning2
 
Pb-Ag Concentrate
Dry tonnes     58,151       52,772  
Ag g/t3     14,822       15,890  
Pb %3     54.0       54.0  
Au g/t3     3.4       3.7  
Zn Concentrate
Dry tonnes     67,768       65,436  
Ag g/t3     642       649  
Zn %3     53.0       53.0  

 

Notes:

 

1. Based on the total probable Mineral Reserves presented in Section 15 and mine plan (Section 16).
2. “following commissioning” refers to Year 2 through to end of mine.
  3. Grades are calculated weighted averages

 

1.2.9 Project Infrastructure

 

There is considerable infrastructure on site since the mine was in production from 2011 to 2013. This infrastructure has remained either in use (by the site activities for Care and Maintenance) or has been regularly maintained.

 

In Elsa, there are administrative, engineering and exploration offices, as well as maintenance and warehouse facilities. The nearby Flat Creek camp facilities include bunkhouses, a kitchen facility and drillers dry, as well as houses at the old Flat Creek town site (part of Elsa).

 

At the mill, to the east of Elsa and adjacent to the Flame & Moth portal, there are mine and mill offices and dry, an assay lab, and the mill and DSTF complex as shown in Figure 1-1 above. Power, water, roads and communications are in place and maintained throughout the site. There is a network of access roads and haul roads throughout the district. Haul roads have been upgraded between Bermingham and the mill, and a bypass constructed around Keno City to reduce traffic and noise for the residents.

 

There is minimal additional infrastructure required for this Project; minor additional office/dry expansion, and mill modifications to reliably achieve the throughput. The capital projects required for mine development, such as ventilation raises, are included in the mine planning and costing.

 

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Offsite infrastructure includes highway access to between Whitehorse and the Keno Hill site as well as to Skagway (for concentrate shipping). Alexco has an administrative office in Whitehorse. No additional offsite infrastructure is required for this Project.

 

1.2.10 Market Studies and Contracts

 

The principal commodities at KHSD are freely traded, at prices that are widely known, so that prospects for sale of any production are virtually assured. Future production will continue to be sold in concentrate form and revenue will be based on terms provided by traders or smelters to which the concentrate is sold. For the economic analysis herein, concentrate sales terms were developed from discussions with various traders or smelters, and compared with other current projects.

 

Alexco has entered into contracts with the following companies to support the operations of the Project:

 

· Canadian Lynden Transport is contracted by Alexco to transport lead and zinc concentrates to a smelter in North America and to back haul supplies to the site;

 

· Yukon Energy Corporation provides power under contract to various substations; and

 

· Superior Propane provides propane with the largest consumption for mine air heating in the winter.

 

1.2.11 Environmental Studies, Permitting, and Social or Community Impact

 

Alexco and its subsidiary, ERDC, have a unique commercial agreement with the Government of Canada in which Alexco is responsible for the care, maintenance, and closure of the historical mines, with government and company funding provided to address the historical liabilities. Under the agreement, Alexco is indemnified from the historic environmental liabilities. The company, along with territorial, federal, and First Nation governments, is responsible for developing a district-wide closure plan that addresses these historic environmental liabilities arising from past mining activities. The UKHM Reclamation Plan is currently within the Yukon environmental assessment process under the Yukon Environment and Socio-economic Assessment Act (YESAA). That work is not part of this PFS.

 

1.2.11.1 Environment and Water Quality

 

The KHSD has an extensive database of environmental monitoring and environmental impacts assessments, going back twenty years in some areas. This is in large part due to the historic operations and the reclamation planning requirements. The additional environmental requirements for both operations and closure have been clearly defined through the permitting processes.

 

Geochemical and water quality studies consistently show that the site is not a source of acid rock drainage. However, oxidation of sulphides and metal leaching under circumneutral conditions does occur, with local zones of acidity in areas of higher sulphide material, particularly proximal to the mineralized veins. The tailings are neither net acid generating nor a source of metal leaching. Tailings are deposited in a lined dry stack tailings facility which is progressively reclaimed during operations. There are comprehensive waste management, water management and monitoring programs defined by permits and in effect on site.

 

1.2.11.2 Environmental Assessment and Permitting

 

The Bellekeno, Flame & Moth, and Lucky Queen mines have all permits and authorizations in place to commence full scale mine production. Although licences are also in place for Onek, there are currently no plans to bring this deposit into production.

 

The Bermingham deposit has in place a Class 4 Mining Land Use Approval which authorizes the underground development and advanced exploration drilling completed to date. Before milling and further mining of material from the Bermingham deposit, an amendment to the Water Use Licence and Quartz Mining Licence are required. The water licence renewal process is well advanced. The public hearing process is expected in Q2 2019 followed by issuance of the water licence amendment in Q3 2019.

 

The existing approvals and amendments submitted are for the mill throughput of 400 tonnes per day (tpd) (based upon a 12-month average) and would require a minor amendment to increase mine throughput to 550 tpd.

 

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1.2.11.3 Community and First Nations

 

The KHSD is situated in the traditional territory of the FNNND. Alexco has met regularly with stakeholders and First Nations regarding their ongoing operations as well as the new plans, presenting detailed information about the Project and seeking expression of concerns.

 

Alexco has signed a Comprehensive Cooperation and Benefits Agreement (CCBA) with the FNNND that recognizes the rights, obligations, and opportunities of the two parties. The Agreement includes detailed discussion about respecting and protecting the environment, including enhanced opportunities for FNNND to be involved in environmental management of all operations, from mining through to closure and reclamation. The CCBA was reviewed and amended in May 2016 and there are no material changes to the CCBA.

 

1.2.11.4 Mine Reclamation and Closure

 

An updated Reclamation and Closure Plan was approved by the Government of Yukon in 2018 that encompasses all of the active mining and processing activities in the KHSD (Alexco, 2018). Alexco will have a site presence for many years while reclamation of the historical liabilities occurs. Therefore, monitoring of the Bellekeno, Lucky Queen, Flame & Moth, and Bermingham mine areas can be integrated with KHSD monitoring programs over the long term. This is expected to improve the efficiency of these ongoing water treatment and monitoring activities.

 

The YG requires financial security in the form of a letter of credit to cover potential liabilities associated with the cost of reclamation and closure. Alexco has posted a total of $6.5M of security. The estimated cost for the additional reclamation is recently estimated at $6.6M. Any additional security that may be required following amendment of the quartz and water use licence would be posted as change to the value of the current surety.

 

1.2.12 Capital and Operating Costs

 

Capital costs were developed by Alexco, and the QPs from Mining Plus and Tetra Tech (process plant only). The QPs from Mining Plus and Tetra Tech reviewed the costs in detail and modified as required to be consistent with a PFS study and the Project. All costs are in Canadian dollars unless otherwise noted. Mining Plus considers the accuracy of capital cost estimate components to be at a prefeasibility level of +/- 25%. A 12.5% contingency has been included in the capital cost estimate based upon a review of the capital details.

 

The capital cost estimates are based primarily on quotations by vendors on equipment, mill modifications, materials, and supplies. The remaining estimates were developed from first principles and previous site experience. Escalation has not been included in the estimate. The capital cost estimates were generated by Alexco and were reviewed and modified based upon detailed review by the QP.

 

The capital costs include the restart of the Bellekeno mine, completion of development of the Flame & Moth deposit, completion of development of the Bermingham deposit and the reopening of the Lucky Queen plus the necessary modifications to process plant and infrastructure for the restart of operations.

 

The capital cost estimate for the Project includes the initial and sustaining capital costs. The initial (pre-production) capital cost of $23.2 million comprises two components: $17.9 million of mine development, PP&E (property, plant and equipment), mill upgrades and site wide infrastructure modifications costs prior to mill recommissioning, plus an additional $5.3 million of net working capital for two months of ramp up prior to achieving positive cash flow.

 

Total sustaining capital (including underground development and property, plant and equipment (PP&E) is estimated to be $76.5M which excludes the initial capital of $23.2M. The sustaining capital is mainly the major mine development in the deposits to be mined.

 

The LOM direct operating costs total $362 million comprising $226 million of direct mine costs (primarily mine development), $70 million of direct processing costs, and $67 million for site general and administrative (“G&A”) costs (excluding corporate) as shown in Table 1-8. This corresponds to a LOM unit cost of $312 per tonne of ore. These costs were developed by Alexco and reviewed by the QPs from Mining Plus (model and all components except processing plant) and Tetra Tech (processing plant only) and. Operating costs do not include contingency. Operating costs are in Canadian dollars. Operating costs are based on vendor quotations or build up from first principles

 

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Table 1-8 Life of Mine Direct Operating Cost Summary

 

Area   LOM Opex
($ M)
    Unit Cost
($/tonne ore)
 
Mine     225.9       194  
Mill     69.5       60  
G&A     66.9       58  
LOM Total Site     362.3       312  

 

1.2.13 Economic Analysis

 

The Project presented herein will process 1.18 million tonnes of mill feed (the probable Mineral Reserves) and produce two concentrates; 52,772 tonnes of lead silver concentrate and 65,436 tonnes of zinc concentrate. The LOM total payable silver in concentrate is 27.2 million ounces, or an annualized silver production of 4 million ounces per year. At the design processing throughput averaging 430 tpd over the mine life, following ramp up, the current project life totals 8 years. The Project economics are based on assumptions for marketing of concentrate directly to a smelter. This financial analysis does not include any sunk costs for exploration and project advancement prior to the completion of this study.

 

The project value is determined on a pre-tax and after-tax basis at 5% discount rate with the following additional economic criteria:

 

· Metal prices as shown in Figure 1-4 ;

 

· 25% of silver is sold to Wheaton Precious Metals under a streaming agreement at a price ranging from US$5.59/oz to US$11.79/oz silver;

 

· NSR includes shipping, treatment, and refining costs;

 

· There is a 1.5% NSR (to a maximum of $4 million) to the Government of Canada.;

 

· Revenue is recognized at the time of production; and

 

· Pre-production period: 3 months, following mill start up a further 2 months of production will be required until the operation is cash-flow positive.

 

 

 

Source: Mining Plus 2019

 

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Figure 1-4 Metal Price Projection

 

An exchange rate of $0.75 US$/CDN$ in first six months and increasing to $0.77 US$/CDN$ long-term were used was assumed to convert US$ market price projections and particular components of the initial capital cost estimates into CDN$. No provision was made for the effects of inflation. Current Canadian tax regulations were applied within the financial model by Alexco Management with support from Alexco’s tax advisors.

 

1.2.14 Cash Flow Analysis

 

Considering the Project on a stand-alone basis, the undiscounted after-tax cash flow totals $129.3 million over the mine life. Simple payback occurs approximately two years from start of production, approximately 26 months after the end of the initial capital period.

 

An estimate of all-in sustaining cost (“AISC”) per contained silver ounce on a by-product basis was calculated and is summarized below. Corporate G&A after mine closure is not considered in the project economic evaluation. All costs below are calculated in United States Dollars (US$). Metal price and foreign exchange assumptions are presented in Section 22.1. The AISC is US$12.36/contained oz Ag. For comparison, the AISC at current (March 22, 2019) metal prices and foreign exchange rates was calculated at US$11.30/contained oz Ag. Pricing assumptions are detailed in Section 21.3.

 

The after-tax Net Present Value (NPV) at a 5% discount rate is $101.2 million, and the after-tax Internal Rate of Return (IRR) is 74%. The pre-tax NPV at a 5% discount rate is $136.2 million, and the pre-tax IRR is 84%.

 

1.2.15 Sensitivity Analysis

 

Project risks can be identified in both economic and non-economic terms. Key economic risks were examined by running cash flow sensitivities:

 

· Silver price;

 

· Exchange rate;

 

· Silver head grade;

 

· Operating costs; and

 

· Capital costs.

 

After-tax NPV and IRR sensitivity over the base case has been calculated for a range of variations. The after-tax sensitivities are shown in Table 1-9, Figure 1-5, and Figure 1-6.

 

Table 1-9 Results of Sensitivity Analysis

 

Project Variables   Factors (%)     5% NPV5 ($ M)     IRR (%)  
Silver Price
(US$/oz)
    -30 %   $ 26       19 %
    -20 %   $ 57       38 %
    -10 %   $ 81       56 %
    0 %   $ 101       74 %
    10 %   $ 119       94 %
    20 %   $ 135       114 %
    30 %   $ 148       136 %
Silver Recovery
(%)
    -30 %   $ 1       6 %
    -20 %   $ 42       29 %
    -10 %   $ 72       50 %
    0 %   $ 101       74 %
    10 %   $ 130       103 %
    20 %   $ 158       138 %
    30 %   $ 186       179 %
Silver Head Grade
(g/t)
    -30 %   $ 16       15 %
    -20 %   $ 51       35 %
    -10 %   $ 77       54 %
    0 %   $ 101       74 %
    10 %   $ 124       96 %
    20 %   $ 145       119 %
    30 %   $ 165       143 %
Operating Cost
($)
    -30 %   $ 165       174 %
    -20 %   $ 144       131 %
    -10 %   $ 123       99 %
    0 %   $ 101       74 %
    10 %   $ 80       54 %
    20 %   $ 58       38 %
    30 %   $ 33       23 %
Capital Cost
($)
    -30 %   $ 120       129 %
    -20 %   $ 114       106 %
    -10 %   $ 108       88 %
    0 %   $ 101       74 %
    10 %   $ 95       63 %
    20 %   $ 89       54 %
    30 %   $ 82       47 %

 

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From both NPV and IRR analysis, project value is most sensitive to silver recovery. For ±10% variance in silver recovery, project NPV and IRR can vary by 30% and 28% respectively. With the historical data from Alexco on mill performance, there is sufficient confidence in the recovery estimation. It is recognized that the various mill feed ore sources considered in this evaluation (from different properties) represent slight variances in mineral composition, however this does not constitute major risk in terms of silver recovery of project cashflows.

 

Project value is also sensitive to silver head grade; during the analysis process, change in silver head grade also results in a change to the silver recovery. Taking account of the downstream effect on silver recovery, a ±10% variance in silver head grade resulted in a 23% variance in NPV and 21% variance in IRR.

 

 

 

Source: Mining Plus 2019

 

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Figure 1-5 After-Tax 5% NPV Sensitivity

 

 

 

Source: Mining Plus 2019

 

Figure 1-6 After-Tax IRR Sensitivity

 

Amongst the selected parameters, project value is least sensitive to capital cost. The result is reflective of the low project capital requirements, leveraging the existing development and infrastructure.

 

1.3 Recommendations

 

The authors provide the following recommendations, the majority of which are opportunities to improve the level of detail for the next stage of project study:

 

· The QPs from Mining Plus and SRK consider that there is an opportunity to extend the mine life by additional drilling and sampling, considering the in situ remaining resources, net of the reserves considered in this Project.

 

· The QPs from Tetra Tech consider that more detailed metallurgical predictions of production could be achieved with additional variability locked cycle testing of different blends (that is, of ore from different mines) according to the LOM production plan. There may be an opportunity to improve concentrate grades with further testing.

 

· During the first year of operation, it is recommended that the Company conduct campaigns of higher plant throughout above the 400 tpd to identify potential bottlenecks and requirements for mill modifications to achieve 550 tpd throughput.

 

· Additional work on the geomechanics is recommended at a feasibility level including verification of the geotechnical conditions of the LQ and BK, and 3D inelastic modeling to confirm stope geometry stability and extraction sequence. It is recommended that geotechnical mapping and estimation of Q values, along with collection of excavation performance should commence once development begins.

 

· The QP from Mining Plus recommends that due to the multiple orebodies to be mined, along with their varying grade a comprehensive global optimization process should occur. This should consider timing of Lucky Queen orebody development as well as the timing of increasing the mill capacity.”

 

  56

 

Exhibit 99.2

 

 

 

  ALEXCO RESOURCE CORP.


CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
 

 

 

 

 

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 

The management of Alexco Resource Corp. is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the Chief Executive Officer and the Chief Financial Officer and effected by the Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. It includes those policies and procedures that:

 

(i) pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, the transactions related to acquisitions and dispositions of Alexco’s assets;

 

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with International Financial Reporting Standards, and that Alexco receipts and expenditures are made only in accordance with authorizations of management and Alexco’s directors; and

 

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Alexco assets that could have a material effect on Alexco’s financial statements.

 

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

The effectiveness of Alexco’s internal control over financial reporting as at December 31, 2019 has been audited by PricewaterhouseCoopers LLP, Alexco’s independent registered public accounting firm.

 

Management assessed the effectiveness of Alexco’s internal control over financial reporting as at December 31, 2019, based on the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has concluded that Alexco’s internal control over financial reporting was effective as at December 31, 2019.

 

“Clynton R. Nauman” (signed)   “Michael Clark”
(signed)
     
Clynton R. Nauman
Chairman and Chief Executive Officer
 

March 11, 2020
  Michael Clark
Chief Financial Officer

 

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

To the Shareholders and Board of Directors of Alexco Resource Corp.

 

 

Opinions on the Financial Statements and Internal Control over Financial Reporting

 

We have audited the accompanying consolidated balance sheets of Alexco Resource Corp. and its subsidiaries (together, the Corporation) as of December 31, 2019 and 2018, and the related consolidated statements of loss and comprehensive loss, cash flows and shareholders’ equity for the years then ended, including the related notes (collectively referred to as the consolidated financial statements). We also have audited the Corporation's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Corporation as of December 31, 2019 and 2018, and its financial performance and its cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the COSO.

 

Change in Accounting Principle

 

As discussed in Note 4 to the consolidated financial statements, the Corporation changed the manner in which it accounts for leases in 2019.

 

Basis for Opinions

 

The Corporation's management is responsible for these consolidated financial statements, 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 Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on the Corporation’s consolidated financial statements and on the Corporation's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

 

 

 

 

 

 

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. 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 audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

 

Definition and Limitations of Internal Control over Financial Reporting

 

A company’s 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 company’s 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 company’s 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/PricewaterhouseCoopers LLP

 

Chartered Professional Accountants

 

Vancouver, Canada

March 11, 2020

 

We have served as the Corporation's auditor since 2005. 

 

 

 

ALEXCO RESOURCE CORP.

CONSOLIDATED BALANCE SHEETS

AS AT DECEMBER 31, 2019

(expressed in thousands of Canadian dollars)

 

    Note     December 31
2019
    December 31
2018
 
Current Assets                        
Cash and cash equivalents     6     $ 6,841     $ 8,576  
Accounts and other receivables     7       6,534       6,811  
Investments     9       405       351  
Inventories     10       1,285       818  
Prepaid expenses and other             652       878  
              15,717       17,434  
Non-Current Assets                        
Restricted cash and deposits     8       2,777       2,725  
Investments     9       924       409  
Inventories     10       4,282       4,699  
Property, plant and equipment     11, 15       16,048       15,233  
Mineral properties     12       89,507       82,226  
Embedded derivative asset     13       15,160       9,671  
Other assets     16       938       621  
Total Assets           $ 145,353     $ 133,018  
                         
LIABILITIES AND SHAREHOLDERS’ EQUITY                        
                         
Current Liabilities                        
Accounts payable and accrued liabilities     14     $ 5,143     $ 7,210  
Lease liabilities     15       406       -  
Environmental services contract loss provision             78       36  
Deferred revenue             884       109  
Flow-through share premium pending renunciation             205       649  
              6,716       8,004  
Non-Current Liabilities                        
Lease liabilities     15       1,040       -  
Decommissioning and rehabilitation provision     18       6,202       5,286  
Deferred income tax liabilities     24       4,725       3,098  
Total Liabilities             18,683       16,388  
                         
Shareholders' Equity             126,670       116,630  
Total Liabilities and Shareholders' Equity           $ 145,353     $ 133,018  
COMMITMENTS     30                  
SUBSEQUENT EVENT     31                  

 

APPROVED ON BEHALF OF    
THE BOARD OF DIRECTORS    
     
“Terry Krepiakevich”   “Elaine Sanders”
     
(signed)   (signed)
     
Director   Director

 

The accompanying notes are an integral part of these consolidated financial statements

 

 

 

 

ALEXCO RESOURCE CORP.

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

FOR THE YEARS ENDED DECEMBER 31

(expressed in thousands of Canadian dollars, except per share and share amounts)    

 

    Note     2019     2018  
Revenues                        
Environmental Services Revenue     20       29,206       19,880  
                         
Cost of Sales                        
Environmental Services Costs             23,130       13,828  
Total Gross Profit             6,076       6,052  
                         
General and administrative expenses     21       17,084       12,170  
Mine site care and maintenance     22       2,062       2,603  
              19,146       14,773  
                         
Operating Loss             (13,070 )     (8,721 )
                         
Other Income (Expenses)                        
Other income and expenses     23       (511 )     (772 )
Loss on investments     9       (3 )     (572 )
Gain on embedded derivative     13       5,489       3,071  
Loss Before Taxes             (8,095 )     (6,994 )
                         
Income Tax Provision                        
Deferred     24       820       1,507  
Net Loss             (8,915 )     (8,501 )
                         
Other Comprehensive Income (Loss)                        
Gain (loss) on FVTOCI investments, net of tax             547       (798 )
Items that may be reclassified subsequently to net loss                        
Cumulative translation adjustments, net of tax             (113 )     213  
Other Comprehensive Loss (Income)             434       (585 )
                         
Total Comprehensive Loss           $ (8,481 )   $ (9,086 )
                         
Basic and diluted loss per common share           $ (0.08 )   $ (0.08 )
                         
Weighted average number of common shares outstanding             114,158,813       105,034,345  

 

The accompanying notes are an integral part of these consolidated financial statements

 

 

 

 

ALEXCO RESOURCE CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31

(expressed in thousands of Canadian dollars)

 

    2019     2018  
Cash Flows used in Operating Activities                
Net loss   $ (8,915 )   $ (8,501 )
Items not affecting cash from operations:                
Environmental services contract loss provision     44       (90 )
Depreciation of fixed assets and right-of-use assets     2,203       1,601  
Amortization of intangible assets     47       51  
Share-based compensation expense     4,075       2,580  
Finance costs, foreign exchange and other     70       269  
Derivative asset gain     (5,489 )     (3,071 )
Unrealized loss on investments     3       573  
Deferred income tax provision     820       1,507  
Changes in non-cash working capital balances related to operations                
(Increase) decrease in accounts and other receivables     277       (4,107 )
Increase in inventories     (51 )     (26 )
Decrease in prepaid expenses and other current assets     438       650  
Decrease (increase) in deferred revenue     771       (88 )
(Decrease) increase in accounts payable and accrued liabilities     (1,512 )     3,162  
      (7,219 )     (5,490 )
Cash Flows (used in) from Investing Activities                
Expenditures on mineral properties     (6,623 )     (17,115 )
Purchase or disposal of property, plant and equipment     (1,097 )     (486 )
Decrease (increase) in restricted cash     (12 )     4,383  
Acquisition of subsidiary     -       (536 )
Investment in joint venture     (367 )     -  
Purchase of investments     (28 )     (407 )
      (8,127 )     (14,161 )
Cash Flows from (used in) Financing Activities                
Proceeds from issuance of shares     12,135       9,042  
Issuance costs     (1,379 )     (966 )
Repayment of lease liabilities     (599 )     -  
Proceeds from exercise of warrants     2,687       2,027  
Proceeds from exercise of stock options     767       218  
      13,611       10,321  
Decrease in Cash and Cash Equivalents     (1,735 )     (9,330 )
Cash and Cash Equivalents - Beginning of Year     8,576       17,906  
Cash and Cash Equivalents - End of Year   $ 6,841     $ 8,576  

 

SUPPLEMENTAL CASH FLOW INFORMATION (see note 27)

 

The accompanying notes are an integral part of these consolidated financial statements

 

 

 

 

 

ALEXCO RESOURCE CORP.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(expressed in thousands of Canadian dollars)

 

    Common Shares           Share
Options,
                Accumulated
Other
       
    Number of Shares     Amount     Warrants     DSU's and
RSU's
    Contributed
Surplus
    Accumulated
Deficit
    Comprehensive
Loss
    Total  
Balance - December 31, 2018     107,998,902     $ 212,903     $ 2,494     $ 5,841     $ 18,906     $ (121,798 )   $ (1,716 )   $ 116,630  
                                                                 
Net loss     -       -       -       -       -       (8,915 )     -       (8,915 )
Other comprehensive loss     -       -       -       -       -       -       434       434  
Share-based compensation expense recognized     -       -       -       4,470       -       -       -       4,470  
Credit Facility fee -  shares     171,480       211       -       -       -       -       -       211  
Equity Offering, net of issuance costs     8,342,200       10,283       105       -       -       -       -       10,388  
Exercise of share options     852,500       1,149       -       (384 )     -       -       -       765  
Exercise of warrants     1,315,266       3,726       (1,039 )     -       -       -       -       2,687  
Share options forfeited or expired     -       -       -       (442 )     442       -       -       -  
Release of RSU settlement shares     470,319       840       -       (840 )     -       -       -       -  
                                                                 
Balance - December 31, 2019     119,150,667     $ 229,112     $ 1,560     $ 8,645     $ 19,348     $ (130,713 )   $ (1,282 )   $ 126,670  
                                                                 
Balance - December 31, 2017     101,280,850     $ 202,389     $ 2,092     $ 6,660     $ 15,743     $ (113,297 )   $ (1,131 )   $ 112,456  
                                                                 
Net loss     -       -       -       -       -       (8,501 )     -       (8,501 )
Other comprehensive income     -       -       -       -       -       -       (585 )     (585 )
Share-based compensation expense recognized     -       -       -       2,947       -       -       -       2,947  
Flow-through shares equity offering, net of issuance costs and tax     4,703,000       6,701       -       -       -       -       -       6,701  
Credit Facility fee - warrants     -       -       938       -       -       -       -       938  
Acquistion of Contango Strategies     237,999       416       -       -       -       -       -       416  
Shares issued on Option Agreement     281,666       323       -       (106 )     -       -       -       217  
Exercise of share options     1,167,351       2,563       (536 )     -       -       -       -       2,027  
Exercise of warrants     10,000       14                                               14  
Share options forfeited or expired     -       -       -       (3,163 )     3,163       -       -       -  
Release of RSU settlement shares     318,036       497       -       (497 )     -       -       -       -  
                                                                 
Balance - December 31, 2018     107,998,902       212,903       2,494       5,841       18,906       (121,798 )     (1,716 )     116,630

 

The accompanying notes are an integral part of these consolidated financial statements

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

1. Description of Business and Nature of Operations

 

Alexco Resource Corp. (“Alexco” or the “Corporation”) was incorporated under the Business Corporations Act (Yukon) on December 3, 2004 and commenced operations on March 15, 2005. Effective December 28, 2007, it was continued under the Business Corporations Act (British Columbia). The Corporation operates two principal businesses: a mining business, comprising mineral exploration and mine development in Yukon Territory; and through Alexco Environmental Group (“AEG”), an environmental services business, providing consulting, remediation solutions and project management services in respect of environmental permitting and compliance and site remediation, primarily in Canada and the United States. Subsequent to year end the Corporation entered into a Share Purchase Agreement for the sale of AEG (refer to Note 31).

 

The Corporation is in the process of exploring and developing its mineral properties. The recoverability of the amounts shown for mineral properties is dependent upon the existence of economically recoverable mineral resources or reserves, successful permitting, the ability of the Corporation to obtain necessary financing to complete exploration and development, and upon future profitable production or proceeds from disposition of each mineral property. The carrying amounts of mineral properties are based on a disposal of part of a mineral property interest, costs incurred to date, adjusted for depletion and impairments and do not necessarily represent present or future values.

 

Alexco is a public company which is listed on the Toronto Stock Exchange and the NYSE American Stock Exchange (under the symbol AXU). The Corporation’s corporate head office is located at Suite 1225, Two Bentall Centre, 555 Burrard Street, Box 216, Vancouver, BC, Canada, V7X 1M9.

 

2. Basis of Preparation and Statement of Compliance

 

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”), and were approved for issue by the Board of Directors on March 11, 2020.

 

These consolidated financial statements have been prepared under the historical cost method, except for derivative financial instruments and certain financial assets which have been measured at fair value. All figures are expressed in Canadian dollars unless otherwise indicated.

 

3. Summary of Significant Accounting Policies

 

The significant accounting policies used in the preparation of these financial statements are summarized below.

 

(a) Basis of Consolidation

 

The Corporation’s consolidated financial statements include the accounts of the Corporation and its subsidiaries. Subsidiaries are entities controlled by the Corporation, where control is achieved by the Corporation being exposed to, or having rights to, variable returns from its involvement with the entity and having the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is obtained by Alexco, and are de-consolidated from the date that control ceases.

 

The following subsidiaries have been consolidated for all dates presented within these financial statements, and are wholly owned: Alexco Keno Hill Mining Corp., Elsa Reclamation & Development Corporation Ltd. (“ERDC”), Alexco Exploration Canada Corp., Alexco Environmental Group Inc., Alexco Environmental Group Holdings Inc., Alexco Water and Environment Inc. (“AWE”) and Contango Strategies Ltd. All significant inter-company transactions, balances, income and expenses are eliminated on consolidation.

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

(b) Cash and Cash Equivalents

 

Cash and cash equivalents are unrestricted as to use and consist of cash on hand, demand deposits and short term interest-bearing investments with maturities of 90 days or less from the original date of acquisition and which can readily be liquidated to known amounts of cash. Redeemable interest bearing investments with maturities of up to one year are considered cash equivalents if they can readily be liquidated at any point in time to known amounts of cash and they are redeemable thereafter until maturity for invested value plus accrued interest.

 

(c) Inventories

 

Inventories include ore in stockpiles, concentrate and materials and supplies. Ore in stockpiles and concentrate are recorded at the lower of weighted average cost and net realizable value. Cost comprises all mining and processing costs incurred, including labor, consumables, production-related overheads, depreciation of production-related property, plant and equipment and depletion of related mineral properties. Net realizable value is estimated at the selling price in the ordinary course of business less applicable variable selling expenses. Materials and supplies are valued at the lower of cost and replacement cost, costs based on landed cost of purchase, net of a provision for obsolescence where applicable.

 

When inventories have been written down to net realizable value, a new assessment of net realizable value is made in each subsequent period. When circumstances that caused the write-down no longer exist or when there is clear evidence of an increase in net realizable value, the amount of the write down is reversed.

 

(d) Property, Plant and Equipment

 

Property, plant and equipment are stated at historical cost less accumulated depreciation and impairment write-downs. The cost capitalized is determined by the fair value of consideration given to acquire the asset at the time of acquisition or construction, the direct cost of bringing the asset to the condition necessary for operation, and the estimated future cost of decommissioning and removing the asset. Repairs and maintenance expenditures are charged to operations, while major improvements and replacements which extend the useful life of an asset are capitalized.

 

Depreciation of property, plant and equipment is calculated using the following methods:

 

Heavy machinery and equipment 5 years straight-line
Land and buildings 20 years straight-line
Leasehold improvements & Other Over the term of lease, and 2 – 5 years straight-line
Roads, Camp and other site infrastructure 5 -10 years straight-line
Ore-processing mill components Variously between 5 and 30 years straight-line

 

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized within other gains or losses in earnings.

 

(e) Mineral Properties

 

Exploration and Evaluation Properties

 

The Corporation capitalizes exploration and evaluation expenses at cost for expenditures incurred after it has obtained legal rights to explore a specific area and before technical feasibility and commercial viability of extracting mineral resources are demonstrable.

 

All direct and indirect costs relating to the exploration of specific properties with the objective of locating, defining and delineating the resource potential of the mineral interests on specific properties are capitalized as exploration and evaluation assets, net of any directly attributable recoveries recognized, such as exploration or investment tax credits.

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

The Corporation has elected to follow a policy of applying the proceeds received from the silver streaming arrangement with Wheaton Precious Metals (“Wheaton”) explained further in Note 13 as a credit to the carrying value of the Exploration and Evaluation Property. Accordingly, the initial deposit has been applied as an offset against the mineral interest asset.

 

At each reporting date, exploration and evaluation assets are evaluated and may be classified as mining operations assets upon achieving technical feasibility and determination of commercial viability.

 

Mining Properties

 

Mining properties are recorded at cost on a property-by-property basis. The recorded cost of mining properties is based on acquisition costs incurred to date, including capitalized exploration and evaluation costs and capitalized development costs, less depletion, recoveries and write-offs. Capitalized development costs include costs incurred to establish access to mineable resources where such costs are expected to provide a long-term economic benefit, as well as operating costs incurred, net of the proceeds from any sales generated, prior to the time the property achieves commercial production.

 

Depletion of mining properties is calculated on the units-of-production basis using estimated mine plan resources, such resources being those defined in the mine plan on which the applicable mining activity is based. The mine plan resources for such purpose are generally as described in an economic analysis supported by a technical report compliant with Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects.

 

(f) Intangible Assets

 

Customer relationships, rights to provide services and database assets acquired through business combinations, and acquired patents, are recorded at fair value at acquisition date. All of the Corporation’s intangible assets have finite useful lives, and are amortized using the straight-line method over their expected useful lives.

 

(g) Impairment

 

The carrying amounts of property, plant, equipment, mineral properties and finite-life intangible assets are reviewed and evaluated for indications of impairment. If any such indication exists, an estimate of the recoverable amount is undertaken. If the recoverable amount is less than the carrying amount of the asset, an impairment loss is recognized and the asset is written down to recoverable value.

 

The recoverable amount is the higher of an asset’s “fair value less cost of disposal” and “value-in-use”. Where the asset does not generate cash flows that are independent from other assets, the recoverable amount of the cash-generating unit (“CGU”) to which the asset belongs is determined, with a CGU being the smallest identifiable group of assets and liabilities that generate cash inflows independent from other assets. Exploration and evaluation assets are each separately assessed for impairment, and are not allocated by the Corporation to a CGU for impairment assessment purposes. “Fair value less cost of disposal” is determined as the amount that would be obtained from the sale of the asset or CGU in an arm’s length transaction between knowledgeable and willing parties. In assessing “value-in-use”, the future cash flows expected to arise from the continuing use of the asset or CGU in its present form are estimated using assumptions that an independent market participant would consider appropriate, and are then discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset or unit.

 

Where conditions that gave rise to a recognized impairment loss are subsequently reversed, the amount of such reversal is recognized into earnings immediately, though is limited such that the revised carrying amount of the asset or CGU does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash generating unit.

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

(h) Provisions

 

General

 

Provisions are recorded when a present legal or constructive obligation exists as a result of past events, where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made.

 

The expense relating to any provision is presented in profit or loss net of any reimbursement. Provisions are discounted using a current risk-free pre-tax rate that reflects where appropriate the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

 

Decommissioning and Rehabilitation Provision

 

The Corporation recognizes a decommissioning and rehabilitation provision for statutory, contractual, constructive or legal obligations to undertake reclamation and closure activities associated with property, plant, equipment and mineral properties, generally at the time that an environmental or other site disturbance occurs or a constructive obligation for reclamation and closure activities is determined. When the extent of disturbance increases over the life of an operation, the provision is increased accordingly. Provisions are measured at the present value of the expected future expenditures required to settle the obligation, using a risk-free pre-tax discount rate reflecting the time value of money and risks specific to the liability. The liability is increased for the passage of time, and adjusted for changes to the current market-based risk-free discount rate as well as changes in the estimated amount or timing of the expected future expenditures. The associated restoration costs are capitalized as part of the carrying amount of the related asset and then depreciated accordingly.

 

(i) Revenue Recognition

 

Revenue from environmental services are recognized upon the transfer of promised services or goods based on the output appropriate to the particular service contract and when a customer has the ability to direct the use and obtain the benefits from the service or good. The Corporation provides environmental services related to permitting and remediation activities, generally in the mining industry, as well provide engineering, design, construction and operational services related to water treatment systems. The Corporation identifies the performance obligations in the contract, and the obligations are measured by reference to the transaction price. The transaction price is established in the agreement as either a fixed price or rate per hour. If the contract has multiple performance obligations, the Corporation will assign the transaction price to the various performance obligations. The stand-alone selling price for services identified within the contract are determined based on detailed billing schedules included within the underlying contract with the customer or based on comparable projects where relevant. Generally, performance obligations for environmental services are satisfied over time as the service is provided. Revenue is recognized using the input method with the inputs being costs incurred on related projects. The general payment terms are 30 to 60 days once the performance obligations have been satisfied. Typical payments are received 30 days after the invoice has been received by the client.

 

Management will assess and uses significant judgement to determine whether the Corporation has promised to provide the specified good and service itself (as a principal) or to arrange for those specified goods or services to be provided by another party (as an agent). In those arrangements where the Corporation obtains control of the specified good or service before they are transferred to the customer, it acts as a principal. In those arrangements where the Corporation is the principal, the Corporation will recognize as revenue the “gross” amount paid by the customer for the specified good or service. If the Corporation acts as an agent, it will record revenue as the net consideration that it retains for the specified good or service that was provided to the customer.

 

(j) Share-Based Compensation and Payments

 

The cost of incentive share options and other equity-settled share-based compensation and payment arrangements is recorded based on the estimated fair value at the grant date and charged to earnings over the vesting period. With respect to incentive share options, grant-date fair value is measured using the Black-Scholes option pricing model. With respect to both restricted share units and deferred share units, the grant-date fair value is determined by reference to the share price of the Corporation at the date of grant. Where share-based compensation awards are subject to vesting, each vesting tranche is considered a separate award with its own vesting period and grant-date fair value. Share-based compensation expense is recognized over the tranche’s vesting period by a charge to earnings, based on the number of awards expected to vest.

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

(k) Flow-Through Shares

 

The proceeds from the offering of flow-through shares are allocated between the shares and the sale of tax benefits when the shares are offered. The allocation is made based on the difference between the market value of the shares and the amount the investors pay for the flow-through shares. A liability is recognized for the premium paid by the investors above the share price for each unit. This is subsequently recognized in the results of operations in the period the eligible exploration expenditures are incurred.

 

(l) Warrants

 

When the Corporation issues units that are comprised of a combination of shares and warrants, the value is assigned to shares and warrants based on their relative fair values. The fair value of the shares is determined by the closing price on the date of the transaction and the fair value of the warrants is determined based on a Black-Scholes option pricing model.

 

(m) Current and Deferred Income Taxes

 

Income tax expense comprises current and deferred income taxes. Current and deferred income taxes are recognized in profit or loss except to the extent that they relate to a business combination or to items recognized directly in equity or in other comprehensive income.

 

Current income taxes are the expected taxes payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to taxes payable in respect of previous periods.

 

Deferred income taxes are recognized using the liability method, on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. However, deferred income taxes are not recognized if they arise from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit nor loss. Deferred income taxes are determined using tax rates and laws that have been enacted or substantively enacted at the reporting date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

 

Deferred income tax assets and liabilities are presented as non-current in the financial statements.

 

Deferred income tax assets and liabilities are offset if there is a legally enforceable right of offset, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously. Deferred income tax assets are recognized to the extent that it is probable that future taxable profits will be available against which the assets can be utilized.

 

(n) Translation of Foreign Currencies

 

The financial statements of each entity in the group are measured using the currency of the primary economic environment in which each entity operates (the “functional currency”). The consolidated financial statements are presented in Canadian dollars.

 

The functional currency of all entities in the Corporation group other than AWE is the Canadian dollar, while the functional currency of AWE is the United States dollar. The financial statements of AWE are translated into the Canadian dollar presentation currency using the current rate method as follows:

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

· Assets and liabilities – at the closing rate at the date of the statement of financial position.

 

· Income and expenses – at the average rate of the period (as this is considered a reasonable approximation to actual rates).

 

· All resulting changes are recognized in other comprehensive income as cumulative translation adjustments.

 

When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from the item are considered to form part of the net investment in a foreign operation and are recognized in other comprehensive income.

 

When an entity disposes of its entire interest in a foreign operation, or loses control, joint control, or significant influence over a foreign operation, the foreign currency gains or losses accumulated in other comprehensive income related to the foreign operation are recognized in profit or loss. If an entity disposes of part of an interest in a foreign operation which remains a subsidiary, a proportionate amount of foreign currency gains or losses accumulated in other comprehensive income related to the subsidiary is reallocated between controlling and non-controlling interests.

 

(o) Earnings or Loss Per Share

 

Basic earnings per share is calculated by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period.

 

Diluted earnings (loss) per share is calculated using the treasury share method whereby all “in the money” options, warrants and equivalents are assumed to have been exercised at the beginning of the period and the proceeds from the exercise are assumed to have been used to purchase common shares at the average market price during the period.

 

(p) Financial Instruments

 

Financial assets and financial liabilities, including derivative instruments, are initially recognized at fair value on the balance sheet when the Corporation becomes a party to the relevant contractual provisions. Measurement in subsequent periods depends on the financial instrument’s classification.

 

The Corporation classifies the financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), fair value through other comprehensive income (“FVTOCI”) or at amortized cost.

 

(i) Classification

 

The Corporation determines the classification of financial instruments at initial recognition.

 

Financial assets

 

a) Debt - The classification of debt instruments is driven by the Corporation’s business model for managing the financial assets and the relevant contractual cash flow characteristics. A debt instrument is measured at amortized cost if the objective of the business model is to hold the debt instrument for the collection of contractual cash flows, and the asset's contractual cash flows are comprised solely of payments of principal and interest.

 

b) Equity - On the day of acquisition the Corporation makes an irrevocable election (on an instrument-by- instrument basis) to designate them as at FVTOCI. Investments in common shares are held for long term strategic purposes and not for trading. Our equity investments are designated as FVTOCI in order to provide a more meaningful presentation based on management’s intention, rather than reflecting changes in fair value in net income.

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

Financial liabilities

 

Financial liabilities are measured at amortized cost; unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or the Corporation has opted to measure at FVTPL.

 

(ii) Measurement

 

Financial assets and liabilities at FVTPL

 

Financial assets and liabilities at FVTPL are initially recognized at fair value and transaction costs are expensed in the consolidated statement of loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets or liabilities held at FVTPL are included in the consolidated statement of loss in the period in which they occur. Where the Corporation has opted to designate a financial liability at FVTPL, any changes associated with our own credit risk will be recognized in Other Comprehensive Income (“OCI”).

 

Financial assets at FVTOCI

 

Investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently, the investments are measured at fair value, with gains and losses arising from changes from initial recognition recognized in OCI.

 

Financial assets and liabilities at amortized cost

 

Financial assets and liabilities at amortized cost are initially recognized at fair value net of transaction costs, and subsequently amortized and adjusted by any impairment.

 

Derivative financial instruments

 

Derivatives are classified as FVTPL.

 

Derivatives embedded in financial liabilities are treated as separate derivatives when their risks and characteristics are not closely related to the host contracts. However, the classification approach described above is applied to all financial assets, including those that contain embedded derivatives, without the need to separate the embedded derivative from the host contract.

 

(iii) Impairment of financial assets

 

Impairment of financial assets at amortized cost

 

The Corporation recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost.

 

The Corporation is applying the simplified method for trade receivables and is calculating expected credit losses at an amount equal to the lifetime expected credit loss.

 

Impairment losses on financial assets carried at amortized cost are reversed in subsequent periods if the expected credit losses are reversed after the impairment was recognized.

 

(iv) Derecognition

 

Derecognition of financial assets and liabilities

 

Financial assets are derecognized when the investments mature or are sold, and substantially all the risks and rewards of ownership have been transferred. A financial liability is derecognized when the obligation under the liability is discharged, canceled or expired. Gains and losses on derecognition are recognized within other income (expenses). Gains or losses on equity financial assets designated as FVTOCI remain within accumulated OCI.

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

(v) Fair value of financial instruments

 

The fair values of quoted investments in an active market are based on current prices. If there is no active market with a quoted price for a financial asset, the Corporation establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and option pricing models refined to reflect the financial asset’s specific circumstances.

 

(q) Fair Value Measurement

 

Where fair value is used to measure assets and liabilities in preparing these financial statements, it is estimated at the price at which an orderly transaction to sell the asset or to transfer the liability would take place between market participants at the measurement date under current market conditions. Fair values are determined from the lowest level significant inputs that are classified within the fair value hierarchy defined under IFRS as follows:

 

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3 – Inputs for the asset or liability that are unobservable

 

(r) Goodwill

 

The Corporation recognizes goodwill relating to a business combination when the total purchase price exceeds the fair value of the identifiable assets and liabilities of the acquired business. Goodwill is tested annually for impairment of when there is an indication that the goodwill may be impaired. Any impairment is recognized as an expense immediately. Should there be a recovery in value, there is no reversal of previous impairments of Goodwill.

 

(s) Interests in Joint Arrangements

 

Interests in Joint Arrangements

 

A joint arrangement can take the form of a joint venture or joint operation. All joint arrangements involve a contractual arrangement that establishes joint control, which exists only when decisions about the activities that significantly affect the returns of the investee require unanimous consent of the parties sharing control. A joint operation is a joint arrangement in which the Corporation has rights to the assets and liabilities relating to the arrangement whereas a joint venture is a joint arrangement in which the Corporation has rights to only the net assets of the arrangement.

 

Joint ventures are accounted for in accordance with the policy “Investments in Joint Ventures”. Joint operations are accounted for by recognizing the Corporation’s share of the assets, liabilities, revenues, expenses and cash flows of the joint operation in the Corporation’s consolidated financial statements.

 

Investments in Joint Ventures

 

Investments in joint ventures are accounted for using the equity method. The equity method involves recording the initial investment at cost and subsequently adjusting the carrying value of the investment for the Corporation’s proportionate share of the profit and loss, other comprehensive income or loss and any other changes in the joint venture’s net assets such as dividends. The proportionate share of the joint venture’s profit or loss and other comprehensive income or loss is based on its most recent financial statements. Adjustments are made to align any inconsistencies between our accounting policies and the joint venture’s policies before applying the equity method.

 

If the Corporation’s share of the joint venture’s losses equal or exceeds the investment in the joint venture, recognition of further losses is discontinued. After the interest is reduced to zero, additional losses will be provided for and a liability recognized only to the extent that we have incurred legal or constructive obligations or made payments on behalf of the joint venture. If the joint venture subsequently reports profits, then the Corporation resumes recognizing its proportionate share of profits only after its share of the profits equals the share of losses not recognized. At the balance sheet date, the Corporation considers whether there are any indicators of impairment in the joint venture. If indicators exist, the Corporation will assess if impairment to the investment in the joint venture needs to be recorded.

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

(t) Discontinued Operations

 

Discontinued operations comprise of a disposal group, which includes a group of assets and liabilities to be disposed of in a single transaction. A disposal group is measured at the lower of its carrying amount and its fair value less costs to sell. The Corporation will measure all assets and liabilities in the disposal group in accordance with applicable standards. The ‘held-for-sale’ criteria must be met at the balance sheet date in order to be classified as such on the balance sheet. If the ‘held-for-sale’ criteria are met between the balance sheet date and the date of issue of the financial statements, this will be disclosed in the financial statements.

 

(u) Leases

 

Accounting policy applicable from January 1, 2019 onwards:

 

The calculated right-of-use (“ROU”) asset is initially recorded at cost, which comprises the initial amount of the lease liability and any initial direct costs incurred less any lease payments made at or before the initial adoption date. The ROU is depreciated on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term. The lease term includes periods covered by an option to extend if the Corporation’s intention is to exercise that option. The ROU asset is periodically reduced by impairment losses, if any, and adjusted for re-measurements of the lease obligation.

 

The Corporation elected to apply the practical expedient not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of twelve months or less and leases of low value assets. These lease payments associated with these leases are recognized as an expense over the lease term. The Corporation incorporates both the lease and non-lease components as part of the total lease payment, as the Corporation elected not to separate non-lease components.

 

The lease liability is measured at the present value of the expected lease payments over the lease term, discounted at the implicit rate in the lease; if the rate cannot be determined, the incremental borrowing rate is used. The liability is increased for the passage of time and payments on the lease are offset against the lease liability. The liability is subsequently re-measured when there is a change in the lease agreement, such as a change in future lease payments or if the Corporation decides to purchase, extend or terminate the lease option. When the lease liability is re-measured, an adjustment is applied to the carrying value of the ROU asset.

 

Accounting policy applicable prior to January 1, 2019:

 

The determination of whether an arrangement is, or contains a lease, is based on the substance of the arrangement from the initial date of the agreement. It requires consideration as to whether the fulfillment of the arrangement is dependent on the use of a identified asset or assets and the arrangement expresses a right to of use the asset.

 

A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards to the Corporation. Operating lease payments are recognized as an expense in the statement of profit or loss over the term of the lease agreement.

 

4. New Accounting Standards

 

The Corporation adopted IFRS 16 Leases (“IFRS 16”) effective January 1, 2019 using the modified retrospective approach. The modified retrospective approach does not require restatement of prior period financial information and the prior period financial information continues to be reported under IAS 17, Leases (“IAS 17”) and IFRIC 4, Determining Whether an Arrangement Contains a Lease (‘IFRIC 4”). IFRS 16 provides a single lessee accounting model, requiring lessees to recognize a right-of-use (“ROU”) asset and a lease obligation at the lease commencement date.

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

The Corporation completed its review of all existing operating leases and service contracts to identify contracts in scope for IFRS 16 and assessed contracts for embedded leases. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset, and the Corporation has the right to obtain substantially all of the economic benefits from the use of the asset during the term of the arrangement.

 

The Corporation, on adoption of IFRS 16, recognized lease liabilities in relation to office leases which had previously been classified as operating leases under the principles of IAS 17. Under the principles of the new standard these leases are measured as lease liabilities at the present value of the remaining lease payments, discounted using the Corporation’s incremental borrowing rate as at January 1, 2019. The associated ROU assets have been measured at an amount equal to the lease liability on January 1, 2019. The ROU asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. Furthermore, the ROU asset may be reduced due to impairment losses.

 

On initial adoption, the Corporation recorded ROU assets of $1,883,000 within property, plant and equipment, measured at an amount equal to the lease liability. The Corporation has elected to use the following practical expedients permitted under the standard:

 

· Apply a single discount rate to a portfolio of leases with similar characteristics;
· Account for leases with a remaining term of less than twelve (12) months as at January 1, 2019 as short-term leases, recognized as an expense over the lease term; and
· Account for lease payments as an expense and not recognize a ROU asset if the underlying asset is of low dollar value (less than $5,000).

 

The following table reconciles the Corporation’s operating lease commitments as at December 31, 2018, as previously disclosed in the Corporation’s annual consolidated financial statements, to the lease liability recognized on adoption of IFRS 16 on January 1, 2019.

 

   

 

Adoption of
IFRS 16

 
Lease commitments as at December 31, 2018   $ 1,440  
Less:        
Short-term commitments     (50 )
Add:        
Operating lease obligations on adoption of IFRS 16     1,048  
      2,438  
Impact of discounting     (555 )
Lease liability as of January 1, 2019   $ 1,883  

 

5. Critical Judgements and Major Sources of Estimation Uncertainty

 

The preparation of the consolidated financial statements requires management to select accounting policies and make estimates and judgments that may have a significant impact on the consolidated financial statements. Estimates are continuously evaluated and are based on management’s experience and expectations of future events that are believed to be reasonable under the circumstances. The estimates management makes in this regard include those regarding future commodity prices and foreign currency exchange rates, which are an important component of several estimates and assumptions management must make in preparing the financial statements, including but not limited to estimations and assumptions regarding the evaluation of the carrying amount of mineral properties and other assets, the estimation of decommissioning and rehabilitation provisions, the estimation of revenues and the value of the embedded derivative related to sales of concentrate, and the estimation of the net realizable value of inventories. Actual outcomes can differ from these estimates.

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

The most significant judgments in the application of policy and sources of uncertainty in preparing the Corporation’s financial statements are described as follows:

 

· Mineral Reserves and Resources

 

The determination of the Corporation’s estimated mineral reserves and resources by appropriately qualified persons requires significant judgements regarding the interpretation of complex geological and engineering data including the size, depth, shape and nature of the deposit and anticipated plans for mining, as well as estimates of future commodity prices, foreign exchange rates, capital requirements and production costs. These mineral reserve and resource estimates are used in many determinations required to prepare the Corporation’s financial statements, including evaluating the recoverability of the carrying amount of its property, plant, equipment, mineral properties, embedded derivative and estimating amounts of future taxable income in determining whether to record a deferred tax asset.

 

· Impairment and Impairment Reversals of Property, plant, equipment and Mineral properties

 

The Corporation reviews and evaluates the carrying value of each of its property, plant, equipment and mineral properties for impairment and impairment reversals when events or changes in circumstances indicate that the carrying amounts of the related asset may not be recoverable or previous impairment losses may become recoverable. The identification of such events or changes and the performance of the assessment requires significant judgment. Furthermore, management’s estimates of many of the factors relevant to completing this assessment, including commodity prices, foreign currency exchange rates, mineral resources, and operating, capital and reclamation costs, are subject to risks and estimation uncertainties that may further affect the determination of the recoverability of the carrying amounts of its property, plant, equipment and mineral properties.

 

Management has assessed potential indicators of impairment and impairment reversals on the Corporation’s property, plant, equipment and mineral properties and has concluded that no impairment or impairment reversal indicators exist as of December 31, 2019.

 

· Decommissioning and Rehabilitation Provision

 

Management’s determination of the Corporation’s decommissioning and rehabilitation provision is based on the reclamation and closure activities it anticipates as being required, the additional contingent mitigation measures it identifies as potentially being required and its assessment of the likelihood of such contingent measures being required, and its estimate of the probable costs and timing of such activities and measures. There is estimation uncertainty in determining such reclamation and closure activities and measures required and potentially required.

 

· Mineral Properties - Silver Stream Arrangement

 

Upon entering into a long-term streaming arrangement linked to production at operations, Management’s judgment was required in assessing the appropriate accounting treatment for the transaction on the closing date and in future periods. We consider the specific terms of the arrangement to determine whether we have disposed of an interest in the reserves and resources of the operation or executed some other form of arrangement. This assessment considers what the counterparty is entitled to and the associated risks and rewards attributable to them over the life of the operation. These include the contractual terms related to the total production over the life of the arrangement as compared to the expected production over the life of the mine, the percentage being sold, the percentage of payable metals produced, the commodity price referred to in the ongoing payment and any guarantee relating to the upfront payment if production ceases. Management concluded that the initial deposit should be applied against the carrying value of the mineral interest.

 

· Fair value of derivatives

 

The fair values of financial instruments that are not traded in an active market are determined using valuation techniques. Management uses its judgment to select a method of valuation and makes estimates of specific model inputs that are based on conditions existing at the end of each reporting period. Refer to Note 13 for further details on the methods and assumptions associated with the measurement of the embedded derivative within the Silver Streaming Interest. Management has applied judgement in concluding that the completion test as discussed in Note 13 will be met prior to December 31, 2020, therefore the capacity related refund is not likely to be owed to Wheaton Precious Metals Corp.

 

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

6. Cash and Cash Equivalents

 

    December 31
2019
    December 31
2018
 
Cash at bank and on hand   $ 6,313     $ 3,629  
Short-term bank deposits     528       4,947  
                 
    $ 6,841     $ 8,576  

7. Accounts and Other Receivables

 

    December 31
2019
    December 31
2018
 
Trade receivables1   $ 6,372     $ 6,689  
Interest and other     162       122  
                 
    $ 6,534     $ 6,811  

 

1. Trade receivables are derived primarily from the environmental consulting business (AEG)

 

8. Restricted Cash and Deposits

 

    December 31
2019
    December 31
2018
 
Security for decommissioning obligations   $ 2,611     $ 2,569  
Other     166       156  
                 
    $ 2,777     $ 2,725  

 

Security for decommissioning obligations includes cash collateral and a surety bond representing security for future reclamation and closure activities for the Bellekeno, Bermingham, Flame & Moth, Lucky Queen and Onek deposits. Subsequent to year end, the Corporation increased the security by $392,000.

 

9. Investments

 

    December 31
2019
    December 31
2018
 
Common shares held   $ 1,289     $ 736  
Warrants held     40       24  
                 
Total investments     1,329       760  
Less: current portion     405       351  
                 
    $ 924     $ 409  

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

As of December 31, 2019, the Corporation held 11,136,644 common shares of Banyan Gold Corp. (“Banyan”) (December 31, 2018 – 8,736,644) and 995,500 common shares of Golden Predator Mining Corp. (“Golden Predator”) (December 31, 2018 – 1,320,500). As of December 31, 2019, the Corporation also held 2,780,822 warrants of Banyan (December 31, 2018 – 6,155,822) with exercise prices of both $0.15 and $0.09 and expiry dates of July 19, 2020 and April 19, 2021. The Corporation also held 300,000 warrants of Golden Predator (December 31, 2018 – 300,000) with an exercise price of $1.00 per share and an expiry date of December 21, 2020.

 

During the year ended December 31, 2019, the Corporation recorded a pre-tax loss on investments of $3,000 (2018 – $572,000) on warrants held in Banyan and Golden Predator. The Corporation also recorded in other comprehensive income a fair value adjustment loss adjustment, net of tax of $547,000 (2018 – $798,000) on common shares held in Banyan and Golden Predator.

 

10. Inventories

 

    December 31
2019
    December 31
2018
 
Ore in stockpiles and mill supplies   $ 4,647     $ 4,699  
Materials and supplies     920       818  
                 
Inventory     5,567       5,517  
                 
Less: current portion     1,285       818  
                 
    $ 4,282     $ 4,699  

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

11. Property, Plant and Equipment

 

Cost   Land and
Buildings
    Camp,
Roads, and
Other Site
    Ore
Processing
Mill
    Heavy
Machinery
and
Equipment
    Leasehold
Improvements
& Other
    Total  
December 31, 2018   $ 1,709     $ 5,569     $ 22,834     $ 9,312     $ 1,503     $ 40,927  
Additions     -       15       -       1,000       -       1,015  
Change of estimate in decommission provision     -       -       422       -       -       422  
                                                 
December 31, 2019   $ 1,709     $ 5,584     $ 23,256     $ 10,312     $ 1,503     $ 42,364  
                                     
Accumulated
Depreciation
  Land and
Buildings
    Camp, Roads,
and
Other Site
    Ore
Processing
Mill
    Heavy
Machinery
and
Equipment
    Leasehold
Improvements
&
Other
    Total  
December 31, 2018   $ 429     $ 4,869     $ 11,448     $ 7,533     $ 1,415     $ 25,694  
Depreciation     78       153       1,172       528       41       1,972  
                                                 
December 31, 2019   $ 507     $ 5,022     $ 12,620     $ 8,061     $ 1,456     $ 27,666  
                                     
Net book Value   Land and
Buildings
    Camp, Roads,
and
Other Site
    Ore
Processing
Mill
    Heavy
Machinery
and
Equipment
    Leasehold
Improvements
&
Other
    Total  
December 31, 2018   $ 1,280     $ 700     $ 11,386     $ 1,779     $ 88     $ 15,233  
                                               
December 31, 2019   $ 1,202     $ 562     $ 10,636     $ 2,251     $ 47     $ 14,698 (i)

 

(i) Refer to Note 15, as amount excludes ROU assets net book value of $1,350,000 as of December 31, 2019

 

During the year ended December 31, 2019, the Corporation recorded total depreciation of property, plant and equipment of $1,972,000 (2018 – $2,339,000) of which $1,647,000 (2018 – $1,964,000) has been charged to income with $79,000 (2018 – $85,000) recorded in environmental services cost of sales and $1,568,000 (2018 – $1,879,000) reflected under general expenses and mine site care and maintenance.

 

Of the depreciation recorded for the year ended December 31, 2019, $325,000 (2018 – $375,000) was related to property, plant and equipment used in exploration activities and has been capitalized to mineral properties.

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

12. Mineral Properties

 

    December 31
2018
    Expenditures
Incurred
    December 31
2019
 
Mineral Properties                        
Keno Hill District Properties                        
Bellekeno   $ 7,123     $ 443     $ 7,566  
Lucky Queen     824       117       941  
Onek     1,065       40       1,105  
McQuesteni     1,997       -       1,997  
Silver King     4,464       -       4,464  
Flame & Moth     28,311       593       28,904  
Bermingham     32,084       4,189       36,273  
Elsa Tailings     884       -       884  
Other Keno Hill Properties     5,474       1,899       7,373  
                         
Total   $ 82,226     $ 7,281     $ 89,507  

 

    December 31
2017
    Expenditures
Incurred
    December 31
2018
 
Mineral Properties                        
Keno Hill District Properties                        
Bellekeno   $ 6,885     $ 238     $ 7,123  
Lucky Queen     693       131       824  
Onek     1,034       31       1,065  
McQuesteni     1,997       -       1,997  
Silver King     4,464       -       4,464  
Flame & Moth     22,455       5,856       28,311  
Bermingham     23,376       8,708       32,084  
Elsa Tailings     884       -       884  
Other Keno Hill Properties     2,799       2,675       5,474  
                         
Total   $ 64,587     $ 17,639     $ 82,226  

 

(i) Effective May 24, 2017, and as amended on July 8, 2019, the Corporation entered into an option agreement with Banyan Gold Corp. (“Banyan”) to buy up to 100% of Alexco’s McQuesten property. In three stages, Banyan may earn up to 100% of the McQuesten property, by incurring a minimum $2,600,000 in exploration expenditures ($1,471,000 incurred to December 31, 2019), issue 1,600,000 shares (1,200,000 shares issued), pay in staged payments a total of $2,600,000 in cash or shares and grant Alexco a 6% net smelter return (“NSR”) royalty with buybacks totalling $7,000,000 to reduce to a 1% NSR royalty on gold and 3% NSR royalty on silver. As at December 31, 2019, the option agreement is in good standing.

 

    Mining
Operations
Properties
    Exploration and
Evaluation
Properties
    Total  
December 31, 2019                        
Cost   $ 100,073     $ 79,893     $ 179,966  
Accumulated depletion and write-downs     (90,459 )     -       (90,459 )
Net book value   $ 9,614     $ 79,893     $ 89,507  
                         
December 31, 2018                        
Cost   $ 99,472     $ 73,213     $ 172,685  
Accumulated depletion and write-downs     (90,459 )     -       (90,459 )
Net book value   $ 9,013     $ 73,213     $ 82,226  

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

(a) Keno Hill District Properties

 

The Corporation’s mineral interest holdings in the Keno Hill District, located in Canada’s Yukon Territory, are comprised of a number of properties.

 

The majority of the Corporation’s mineral rights within the Keno Hill District were purchased from the interim receiver of United Keno Hill Mines Limited and UKH Minerals Limited (collectively, “UKHM”) in 2006 and are held by ERDC. As a condition of that purchase, a separate agreement was entered into between Alexco, ERDC, the Government of Canada and the Government of Yukon (the “Subsidiary Agreement”), under which the Government of Canada indemnified ERDC and Alexco from and against all liabilities arising directly or indirectly from the pre-existing environmental condition of the former UKHM mineral rights. The Subsidiary Agreement also provided that ERDC may bring any mine into production on the former UKHM mineral rights by designating a production unit from the mineral rights relevant to that purpose and then assuming responsibility for all costs of the production unit’s water related care and maintenance and water related components of closure reclamation.

 

Other Subsidiary Agreement terms unchanged by the amended and restated Subsidiary Agreement (“ARSA”) include that ERDC is required to pay into a separate reclamation trust a 1.5% net smelter return royalty, to an aggregate maximum of $4 million for all production units, from any future production from the former UKHM mineral rights, commencing once earnings from mining before interest, taxes and depreciation exceed actual exploration costs, to a maximum of $6.2 million, plus actual development and construction capital. That commencement threshold was achieved during the year ended December 31, 2013, and as at December 31, 2019 a total of $40,000 in such royalties had been paid. Additionally, a portion of any future proceeds from sales of the acquired UKHM assets must also be paid into the separate reclamation trust towards. Also substantially unchanged by the ARSA are the indemnification of pre-existing conditions and the right to bring any mine into production on the former UKHM mineral rights. The rights of the Government of Canada under the Subsidiary Agreement and the ARSA are supported by a general security agreement over all of the assets of ERDC.

 

The ARSA can be terminated at ERDC’s election should a closure reclamation plan be prepared but not accepted and approved, and at the Government’s election should ERDC be declared in default under the ARSA. As at December 31, 2019, ERDC is in good standing under the terms and conditions of ARSA.

 

(b) Mining Operations on Care and Maintenance

 

The Corporation’s historical mining operations reflected production from one mine, Bellekeno, a primary silver mine with lead, zinc and gold by-products. During the second quarter of 2013, both the Lucky Queen and Onek properties were reclassified from exploration and evaluation assets to mining operations assets as a result of the receipt of remaining operating permits, though neither property has as yet been placed into production.

 

From September 2013, Bellekeno mining operations were suspended in light of a low silver price environment.

 

Keno Hill Royalty Encumbrances

 

As noted above, under the Subsidiary Agreement and unchanged by the ARSA, the former UKHM mineral rights are subject to a 1.5% net smelter return royalty, to an aggregate maximum of $4 million for all production units. Certain of the Corporation’s non-UKHM mineral rights located within or proximal to the McQuesten property are subject to a net smelter return royalty ranging from 0.5% to 2%. Certain other of the non-UKHM mineral rights located within the McQuesten property are subject to a separate net smelter return royalty of 2% all of which are incorporated under the Option Agreement with Banyan. A limited number of the Corporation’s non-UKHM mineral rights located throughout the remainder of the Keno Hill District are subject to net smelter return royalties ranging from 1% to 1.5%.

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

13. Embedded Derivative Asset and Silver Stream

 

    December 31
2019
    December 31
2018
 
Embedded derivative asset – Beginning of year   $ 9,671     $ 6,600  
                 
Fair value adjustment     5,489       3,071  
                 
Embedded derivative asset – End of year   $ 15,160     $ 9,671  

 

On October 2, 2008 (with subsequent amendments on October 20, 2008, December 10, 2008, December 22, 2009, March 31, 2010, January 15, 2013, March 11, 2014 and June 16, 2014), the Corporation entered into a silver purchase agreement (the "SPA") with Wheaton under which Wheaton will receive 25% of the life of mine payable silver produced by the Corporation from its Keno Hill Silver District properties. The SPA anticipated that the initial silver deliveries would come from the Bellekeno property. Under the SPA, the Corporation received up-front deposit payments from Wheaton totaling US$50,000,000, and received further payments of the lesser of US$3.90 (increasing by 1% per annum after the third year of full production) and the prevailing market price for each ounce of payable silver delivered, if as and when delivered. After the initial 40 year term of the SPA, the Corporation is required to refund the balance of any advance payments received and not yet notionally reduced through silver deliveries. The Corporation would also be required to refund the balance of advance payments received and not yet reduced if Wheaton exercised its right to terminate the SPA in an event of default by the Corporation.

 

On March 29, 2017 the Corporation and Wheaton amended the SPA (the “Amended SPA, such that Wheaton will continue to receive 25% of the life of mine payable silver from the Keno Hill Silver District with a variable production payment based on monthly silver head grade and monthly silver spot price. The actual monthly production payment from Wheaton will be determined based on the monthly average silver head grade at the mill and the monthly average silver spot price, as determined by a grade and pricing curve with an upper ceiling grade of 1,400 grams per tonne (“g/t”) silver and price of US$25 per ounce of silver and a floor grade of 600 g/t silver and price of US$13 per ounce of silver. Additional terms of the amendment include a date for completion of the 400 tonne per day mine and mill completion test, which is reset to December 31, 2020. If the completion test is not satisfied by December 31, 2020, the Corporation will be required to pay a capacity related refund to Wheaton in the maximum amount of US$8,788,000, which can be further proportionately reduced by mine production and mill throughput exceeding 322 tonnes per day for a 30 day period prior to December 31, 2020. The Amended SPA is secured against the Corporation’s mineral properties until repayment of the original deposit of US$50,000,000.

 

In consideration of the foregoing amendments, the Corporation issued 3,000,000 shares on April 10, 2017 to Wheaton with a fair value of $6,600,000 (US$4,934,948). Under the terms of the Amended SPA, the original US$50,000,000 deposit was notionally reduced by this amount. The variability in the future cash flows to be received from Wheaton upon extraction and delivery of their 25% interest of future production is considered an embedded derivative within this host contract under IFRS 9, Financial Instruments. The embedded derivative asset was initially recorded at fair value based on the value of the consideration paid to Wheaton and is to be re-measured at fair value on a recurring basis at each period end with changes in value being recorded within the Statement of Loss.

 

As at December 31, 2019, the fair value of the embedded derivative was calculated based on the discounted future cash flows associated with the difference between the original US$3.90 per ounce production payment Wheaton would pay for each payable ounce delivered under the SPA and the new production payment under the Amended SPA which varies depending on the monthly silver head grade and monthly silver price. The model currently relies upon inputs from the pre-feasibility study (the “PFS”), including payable ounces delivered and calculated future silver head grade. This calculation will be further modified upon completion of further studies, mine plans and/or actual production. The valuation model for the embedded derivative utilizes a probability-based dynamic pricing structure as opposed to a static pricing structure. As such, the discount rate used and silver price assumptions are updated quarterly based on the risk-free yield curve and silver price forward curve at quarter end.

 

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 


14. Accounts Payable and Accrued Liabilities

 

    December 31
2019
    December 31
2018
 
Trade payables   $ 2,450     $ 3,567  
Accrued liabilities and other     2,693       3,643  
                 
    $ 5,143     $ 7,210  

 

15. Leases

 

a) Right-of-use assets

 

The Corporation’s significant lease arrangements primarily include contracts for leasing office facilities. As at December 31, 2019, $1,350,000 of right-of-use assets were recorded as part of property, plant and equipment.

 

    December 31
2019
         
IFRS 16 adoption as at January 1, 2019   $ 1,883          
Depreciation     (533 )        
                 
    $ 1,350          

 

b) Lease liabilities

 

As at December 31, 2019, the Corporation recorded, $1,446,000 of lease liabilities. The incremental borrowing rate for lease liabilities initially recognized as of January 1, 2019 was 10.83%.

 

    December 31
2019
         
IFRS 16 adoption as at January 1, 2019   $ 1,883          
Cash flows: Principal payments     (599 )        
Non-cash changes: Accretion     162          
                 
Lease liability     1,446          
Less : current portion     406          
                 
    $ 1,040          

  

c) Undiscounted lease payments

 

As at December 31, 2019, the Corporation’s undiscounted lease payments consisted of the following:

 

    December 31          
    2019          
2020   $ 540          
2021     332          
2022     335          
2023     321          
2024     289          
                 
    $ 1,817          

 

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

16. Other Assets

 

    December 31
2019
    December 31
2018
 
Equity investment in joint venture1   $ 366     $ -  
Goodwill     550       550  
Intangible assets     22       71  
                 
    $ 938     $ 621  

 

During the year ended December 31, 2019 the Corporation entered into two new separate joint arrangements to provide remediation and water treatment services at two sites as follows:

 

Wolverine Project, Yukon Canada

 

The Corporation partnered with Dena Nezziddi Limited Partnership (“DNLP”) and entered into an agreement with the Yukon Government to construct and operate a water treatment system, expiring December 2020. Under the terms of the agreement, AEG retains title to the water treatment system, and will pay 25% of future profits or proceeds from the potential sale of the water treatment system to DNLP upon completion of the project or on such date and manner agreed to by the parties.

 

Mount Nansen Project, Yukon, Canada (Equity Investment in Joint Venture)1

 

AEG and a joint venture partner, JDS Energy and Mining Inc. (“JDS”), entered into an agreement on May 6, 2019 to acquire the abandoned Mount Nansen Mine site (“Mount Nansen”) from the Federal Government of Canada. AEG and JDS formed a limited partnership called Mount Nansen Remediation Limited Partnership (the “Joint Venture” or “MNR”), whereby the Federal Government of Canada will pay MNR to remediate environmental contamination from previous mining activities at Mount Nansen (“the Mount Nansen Agreement”). The Joint Venture provides AEG and JDS with the benefit of the net assets of the joint arrangement, while the rights to the assets and liabilities rest primarily with MNR. AEG and JDS each owns a 50% interest with equal voting rights in MNR and will be jointly responsible for Mount Nansen project remediation work and will share equally in the project’s profitability.

 

The interest in the Joint Venture is the carrying amount of the investment under the equity method together with any long-term interests that, in substance, form part of AEG’s net investment in MNR.

 

    December 31,          
    2019          
Initial capital on equity investment   $ 100          
Additional capital to equity investment     266          
                 
    $ 366          

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

The following tables are derived from the financial statements of MNR as of December 31, 2019:

 

a) Balance Sheet

 

(expressed in thousands of Canadian dollars)   December 31,
2019
         
Current assets:                
Cash   $ 199          
Work in progress     2,590          
Other assets     374          
Total current assets   $ 3,163          
Current liabilities                
Current payables and other liabilities   $ 2,433          
Equity     730          
Total liabilities and shareholders’equity   $ 3,163          

 

All costs incurred in service of the agreement have been capitalized to the balance sheet on the financial statements of MNR as of December 31, 2019.

 

17. Credit Facility

 

On April 30, 2019, AEG entered into an agreement with the Bank of Montreal for a revolving line of credit (“LOC”) for up to $4,000,000. The LOC has an interest rate of approximately 5.7% on drawn funds, is secured against AEG assets and has customary covenants in place that are tested quarterly. AEG utilized the LOC capacity to post a $1,000,000 letter of credit for a remediation project.

 

As of December 31, 2019 no amounts have been drawn on the LOC.

 

18. Decommissioning and Rehabilitation Provision

 

    December 31
2019
    December 31
2018
 
Balance – beginning of year   $ 5,286     $ 5,055  
                 
Increase due to re-estimation     853       163  
Accretion expense, included in finance costs     63       68  
                 
Balance – end of year   $ 6,202     $ 5,286  

 

The Corporation’s decommissioning and rehabilitation provision consists of costs expected to be incurred in respect of future reclamation and closure activities at the end of the life of the Bellekeno, Flame & Moth, Bermingham, Lucky Queen and Onek deposits. These activities include water treatment, land rehabilitation, ongoing monitoring, care and maintenance and other reclamation and closure related requirements.

 

The total inflation adjusted estimated cash flows required to settle the decommissioning and rehabilitation provision is estimated to be $7,464,000 (December 31, 2018 – $6,561,000), with the expenditures expected to be incurred substantially over the course of the next 20 years. In determining the carrying value of the decommissioning and rehabilitation provision as at December 31, 2019, the Corporation has used a risk-free discount rate of 1.65% (December 31, 2018 – 2.08%) and an inflation rate of 2.0% (December 31, 2018 – 2.0%) resulting in a discounted amount of $6,138,000 (December 31, 2018 – $5,204,000).

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

19. Capital and Reserves

 

Shareholders’ Equity

 

The Corporation is authorized to issue an unlimited number of common shares without par value.

 

The following share transactions took place during the year ended December 31, 2019:

 

1. On June 7, 2019, the Corporation completed a bought deal public offering and issued 6,500,000 common shares at a price of US$1.00 per share for aggregate gross proceeds of US$6,500,000. This issuance is under the base shelf prospectus filed on September 21, 2018 as detailed below. The Corporation incurred share issuance costs of US$790,000.

2. On April 23, 2019 the Corporation completed a private placement, on a bought deal basis, of 1,842,200 flow-through common shares at a price of $1.90 per share for gross proceeds of $3,500,000. The flow-through common shares are comprised of: (i) 1,579,000 flow-through shares with respect to Canadian exploration expenses priced at $1.90 per share; and (ii) 263,200 flow-through shares with respect to Canadian development priced at $1.90 per share.
3. 470,319 common shares were issued from treasury on the vesting of restricted share units (“RSUs”).
4. 852,500 options were exercised for proceeds of $767,000.
5. 1,315,266 warrants were exercised for proceeds of $2,687,000.
6. 171,480 shares were issued for the Credit Facility.

 

On September 21, 2018 the Corporation filed a short form base shelf prospectus with the securities commissions, which would allow the Corporation to make offerings of common shares, warrants, subscription receipts and/or units up to an aggregate total of $50,000,000 during the 25-month period following September 21, 2018.

 

Equity Incentive Plans

 

At the Corporations annual general meeting held June 6, 2019, the shareholders approved three new equity incentive plans consisting of a stock option plan (the “Option Plan”), a restricted share unit plan (the “RSU Plan”) and a deferred share unit plan (the “DSU Plan”) (collectively the “Equity Incentive Plans”), under which the aggregate number of common shares:

 

i. On the Option Plan the maximum aggregate number of common shares issuable on the exercise of stock options cannot exceed 10% of the number of common shares issued and outstanding;

 

ii. On the RSU Plan the maximum aggregate number of common shares to be issued cannot exceed 3% of the number of common shares issued and outstanding; and

 

iii. On the DSU Plan the maximum aggregate number of common shares to be issued cannot exceed 2,100,000.

 

As at December 31, 2019, a total of 10,465,233 stock options, 663,670 RSUs and 280,000 DSUs were outstanding under the Equity Incentive Plans and a total of 1,449,833 stock options, 2,910,850 RSUs and 1,820,000 DSUs remain available for future granting.

 

Incentive Stock Options

 

Generally stock options under the New Option Plan have a maximum term of five years, vest one-third upon grant and one third on each of the first and second anniversary dates of the grant date. The exercise price may not be less than the immediately preceding five day volume weighted average price of the Corporation’s common shares traded through the facilities of the exchange on which the Corporation’s common shares are listed.

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

The changes in incentive share options outstanding are summarized as follows:

 

    Weighted
average
exercise
price
    Number of
shares issued
or issuable on
exercise
    Amount  
Balance – December 31, 2018   $ 1.66       7,738,833     $ 5,469  
                         
Stock options granted1   $ 1.93       4,053,900       -  
Share-based compensation expense     -       -       3,507  
Options exercised   $ 0.90       (852,500 )     (383 )
Options forfeited or expired   $ 1.94       (475,000 )     (442 )
                         
Balance – December 31, 2019   $ 1.81       10,465,233     $ 8,151  
                         
Balance – December 31, 2017   $ 2.06       6,546,666     $ 6,258  
                         
Stock options granted   $ 2.07       2,524,000       -  
Share-based compensation expense     -       -       2,480  
Options exercised   $ 0.77       (281,666 )     (106 )
Options forfeited or expired   $ 5.39       (1,050,167 )     (3,163 )
                         
Balance – December 31, 2018   $ 1.66       7,738,833     $ 5,469  

 

1. For 2019 the Corporation changed its date for its annual stock option grant from occurring in January of the following year to December of the current year, resulting in the 2019 calendar year having two annual grants.

 

During the year ended December 31, 2019, the fair value of options at the date of grant was estimated using the Black-Scholes option pricing model, assuming an average risk-free rate of 1.65% to 1.86% (2018 – 2.01% to 2.16%) per annum, an expected life of options of 4 years (2018 – 4 years), an expected volatility of 62% to 72% based on historical volatility (2018 – 73%), an expected forfeiture rate of 0% to 2% (2018 – 2%) and no expected dividends (2018 – nil).

 

Incentive share options outstanding and exercisable at December 31, 2019 are summarized as follows:

 

         

Options Outstanding

       

Options Exercisable

 
 

Exercise Price

     

Number of

Shares

Issuable on

Exercise

     

 

Average

Remaining

Life (Years)

     

 

Average

Exercise

Price

     

Number of

Shares

Issuable on

Exercise

     

 

Average

Exercise

Price

 
                                             
$ 0.60       574,333       0.12     $ 0.60       574,333     $ 0.60  
$ 0.84       1,180,000       1.12     $ 0.84       1,180,000     $ 0.84  
$ 1.27       1,699,000       4.01     $ 1.27       849,500     $ 1.27  
$ 1.27       325,000       2.01     $ 1.27       -     $ 1.27  
$ 1.73       500,000       1.44     $ 1.73       500,000     $ 1.73  
$ 1.75       40,000       2.63     $ 1.75       40,000     $ 1.75  
$ 1.76       50,000       4.24     $ 1.76       25,000     $ 1.76  
$ 1.78       150,000       1.49     $ 1.78       150,000     $ 1.78  
$ 1.93       60,000       3.36     $ 1.93       60,000     $ 1.93  
$ 2.07       1,781,000       3.08     $ 2.07       1,781,000     $ 2.07  
$ 2.07       587,000       3.08     $ 2.07       -     $ 2.07  
$ 2.32       1,544,000       2.09     $ 2.32       1,544,000     $ 2.32  
$ 2.61       1,974,900       4.96     $ 2.61       658,300     $ 2.61  
          10,465,233       2.93     $ 1.81       7,362,133     $ 1.73  

 

The weighted average share price at the date of exercise for options exercised during the year ended December 31, 2019 was $2.51 (2018 - $1.96).

 

During the year ended December 31, 2019, the Corporation recorded total share-based compensation expense of $2,776,000 (2018 – $2,480,000), which related to incentive share options, of which $395,000 (2018 – $368,000) was recorded to mineral properties and $2,381,000 (2018 – $2,112,000) has been charged to income.

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

Restricted Share Units

 

Generally RSUs vest one-third upon issuance and one third on each of the first and second anniversary dates of the issuance date.

 

The changes in RSUs outstanding are summarized as follows:

 

   

Number of
shares issued
or issuable

on vesting

   

Amount

 
Balance – December 31, 2018     273,989     $ 371  
                 
RSUs granted     860,000       -  
Share-based compensation expense recognized     -       963  
RSUs vested     (470,319 )     (840 )
                 
Balance – December 31, 2019     663,670     $ 494  
                 
Balance – December 31, 2017     398,325     $ 401  
                 
RSUs granted     193,700       -  
Share-based compensation expense recognized     -       467  
RSUs vested     (318,036 )     (497 )
                 
Balance – December 31, 2018     273,989     $ 371  

 

1. For 2019 the Corporation changed its date for its annual RSU grant from occurring in January of the following year to December of the current year, resulting in the 2019 calendar year having two annual grants.

 

During the year ended December 31, 2019 the Corporation granted a total of 860,000 RSUs (2018 – 193,700) with a total grant-date fair value determined to be $1,407,000 (2018 - $399,000). Included in general and administrative expenses for the year ended December 31, 2019 is share-based compensation expense of $963,000 (2018 – $467,000) related to RSU awards.

 

The weighted average share price at the date of vesting for RSUs during the year ended December 31, 2019 was $1.63 (2018 - $1.72).

 

Deferred Share Units

 

Only directors of the Corporation are eligible for DSUs and each DSU vests immediately and is redeemed upon a director ceasing to be a director of the Corporation.

 

The changes in DSUs outstanding are summarized as follows:

 

   

Number of
shares issued
or issuable

on vesting

   

 

 

 

Amount

 
Balance – December 31, 2018     -     $ -  
                 
DSUs granted     280,000       -  
Share-based compensation expense recognized     -       731  
DSUs vested     (280,000 )     (731 )
                 
Balance – December 31, 2019     -     $ -  

 

During the year ended December 31, 2019 the Corporation granted a total of 280,000 DSUs (2018 – nil) with a total grant-date fair value determined to be $731,000 (2018 - $nil). Included in general and administrative expenses for the year ended December 31, 2019 is share-based compensation expense of $731,000 (2018 – $nil) related to DSU awards.

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

20. Revenue from Environmental Services

 

The Corporation recorded environmental services revenue for the years ending December 31, 2019 and 2018 as follows:

 

    2019     2018  
Environmental services revenue                
Fee for service   $ 20,463     $ 15,007  
Fixed price agreements     8,743       4,873  
                 
    $ 29,206     $ 19,880  

 

21. General and Administrative Expenses by Nature of Expense

 

The Corporation recorded general and administrative expenses for the years ending December 31, 2019 and 2018 as follows:

 

Corporate

 

    2019     2018  
General and administrative expenses                
Depreciation of property, plant and equipment   $ 88     $ 94  
Depreciation from ROU assets     211       -  
Amortization of intangible assets     10       11  
Business development and investor relations     382       451  
Office, operating and non-operating overheads     583       788  
Professional     781       832  
Regulatory     205       184  
Restructuring costs     -       92  
Salaries and contractors     3,176       2,262  
Share-based compensation     3,977       2,544  
Travel     254       240  
                 
    $ 9,667     $ 7,498  
Environmental Services1                

 

      2019       2018  
General and administrative expenses                
Depreciation of property, plant and equipment   $ 192     $ 126  
Depreciation from ROU assets     318       -  
Amortization of intangible assets     37       39  
Business development     547       370  
Office, operating and non-operating overheads     1,750       1,262  
Professional     395       142  
Salaries and contractors     3,976       2,556  
Travel     202       177  
                 
    $ 7,417 1   $ 4,672  
                 
Total General and Administrative Expenses   $ 17,084     $ 12,170  

 

Note:

 

1. The environmental services business, AEG, was sold on February 14, 2020. These expenses expenses will no longer be incurred by Alexco after February 14, 2020 (see Subsequent Events Note 31).

 

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

22. Mine Site Care and Maintenance

 

The Corporation recorded mine site care and maintenance expenses for the years ended December 31, 2019 and 2018 as follows:

 

    2019     2018  
Mine site care and maintenance                
Depreciation of property, plant and equipment   $ 1,244     $ 1,292  
Salaries and contractors1     288       913  
Materials and equipment1     143       346  
Other expenses1     387       52  
                 
    $ 2,062     $ 2,603  
 
1.     Included in mine site care and maintenance costs are refurbishment and mill maintenance costs.

 

23. Other Income and expenses

 

The Corporation recorded other income and expenses for the years ended December 31, 2019 and 2018 as follows:

 

    2019     2018  
Credit Facility fee – warrants   $ (389 )   $ (930 )
Interest on lease liabilities     (162 )     -  
Interest income     164       241  
Foreign exchange gain (loss)     (41 )     (15 )
Other income (expenses)     (83 )     (68 )
                 
    $ (511 )   $ (772 )

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

24. Income Tax Expense

 

The major components of income tax expense for the years ended December 31, 2019 and 2018 are as follows:

 

(a) The income tax provision differs from the amount that would result from applying the Canadian federal and provincial tax rate to income before taxes. These differences result from the following items:

 

    2019     2018  
Accounting loss before taxes   $ (8,095 )   $ (6,994 )
Federal and provincial income tax rate of 27% (2018 – 27%)     (2,186 )     (1,888 )
                 
Non-deductible permanent differences     977       1,064  
Differences in foreign exchange rates     41       -  
Effect of difference in tax rates     -       2  
Change in deferred tax asset not recognized     1,568       1,100  
Flow-through share renunciation     442       1,656  
Change in estimate     (43 )     (427 )
Other     21       -  
      820       1,507  
                 
Income tax provision   $ 820     $ 1,507  

 

(b) The movement in deferred tax assets and liabilities during the year by type of temporary difference, without taking into consideration the offsetting balances within the same tax jurisdiction, is as follows:

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

Deferred tax liabilities   Mineral
Property
Interest
    Inventory     Property,
Plant and
Equipment
    Other     Total  
December 31, 2017   $ (2,873 )   $ (113 )   $ (1,464 )   $ (3,374 )   $ (7,824 )
(Charged) credit to the income statement     (5,046 )     -       (598 )     (2,930 )     (8,554 )
Charged to OCI            -            -           -       20       20  
                                         
December 31, 2018   $ (7,919 )   $ (113 )   $ (2,062 )   $ (6,284 )   $ (16,378 )
(Charged) credited to the income statement     (2,117 )           -       (32 )     (1,726 )     (3,875 )
Charged to OCI     -       -           -       (2 )     (2 )
                                         
December 31, 2019   $ (10,036 )   $ (113 )   $ (2,094 )   $ (8,012 )   $ (20,255 )

 

Deferred tax assets   Mineral
Property
Interest
    Loss
Carry
Forward
    Property,
Plant and
Equipment
    Decommissioning
and Rehabilitation
Provision
    Other     Total  
December 31, 2017   $ 839     $ 4,268     $ 77     $ 1,364     $ 661     $ 7,209  
Credited (charged) to the income statement     3,632       2,997       (5 )     63       (612 )     (6,075 )
                                                 
December 31, 2018   $ 4,471     $ 7,265     $ 72     $ 1,427     $ 49     $ 13,284  
Credited (charged) to the income statement     697       1,298       (20 )     247       28       2,250  
                                                 
December 31, 2019   $ 5,168     $ 8,563     $ 52     $ 1,674     $ 77     $ 15,534  
                                                 
Net deferred tax liabilities                                                
                                                 
December 31, 2018                                           $ (3,098 )
Charged to the income statement                                             (1,625 )
Charged to OCI                                             (2 )
December 31, 2019                                           $ (4,725 )

 

(c) At December 31, 2019, the Corporation has unrecognized tax attributes, noted below, that are available to offset future taxable income. The Corporation has not recognized the deferred tax asset on these temporary differences because they relate to entities within the group that have a history of losses and there is not yet adequately convincing evidence that these entities will generate sufficient future taxable income to enable offset.

 

Tax loss carry forwards   $ 50,363  
Mineral property interest     8,242  
Other     8,800  
    $ 67,405  

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

As at December 31, 2019, the Corporation has available non-capital losses for income tax purposes in Canada which are available to be carried forward to reduce taxable income in future years and for which no deferred income tax asset has been recognized, and which expire as follows:

 

    Total  
2033   $ 1,838  
2034     8,549  
2035     6,685  
2036     6,643  
2037     8,302  
2038     7,441  
2039     10,905  
    $ 50,363  

 

25. Financial Instruments

 

Financial Assets and Liabilities

 

Information regarding the carrying amounts of the Corporation’s financial assets and liabilities is summarized as follows:

 

    Fair Value
Hierarchy
Classification
  December 31
2019
    December 31
2018
 
Fair value through profit or loss                    
Warrants   Level 2   $ 40     $ 24  
Embedded derivative - Wheaton agreement   Level 3   $ 15,160     $ 9,671  
                     
Fair value through other comprehensive loss                    
Investment in marketable securities   Level 1   $ 1,289     $ 736  
        $ 16,489     $ 10,431  

 

During the year ended December 31, 2019, the fair value of warrants were estimated using the Black-Scholes option pricing model, assuming a risk-free interest rate of 1.71% (2018 – 1.85%) per annum, an expected life of options of 0.55 to 1.30 years (2018 – 0.62 to 1.98 years), an expected volatility of 75% to 81% (2018 – 72% to 93%) based on historical volatility and no expected dividends (2018 – nil).

 

During the year ended December 31, 2019, the fair value of the embedded derivative related to the Wheaton agreement was estimated using a probability-based dynamic pricing structure resulting in a mark-to-market adjustment of $5,489,000 (2018 – 3,071,000). The model currently relies upon inputs from the pre-feasibility study dated March 28, 2019, and considers payable ounces delivered and head grade. The model is updated quarterly for the discount rate used and silver price assumptions based on the risk-free yield curve and silver price forward curve at quarter end.

 

The carrying amounts of all of the Corporation’s other financial assets and liabilities, carried at amortized cost, reasonably approximate their fair values due to their short-term nature.

 

Financial Instrument Risk Exposure

 

The Corporation’s activities expose it to a variety of financial risks: market risk (currency risk), credit risk, commodity risk and liquidity risk. Risk management is carried out by management under policies approved by the Board of Directors. Management identifies and evaluates the financial risks in co-operation with the Corporation’s operating units. The Corporation’s overall risk management program seeks to minimize potential adverse effects on the Corporation’s financial performance, in the context of its general capital management objectives as further described in Note 26.

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

Currency Risk

 

Substantially all of the Corporation’s property, plant and equipment and mineral properties are located in Canada; all of its mining operations occur in Canada; and a significant majority of its environmental services revenues are earned in Canada. However, if commercial production recommences at the Keno Hill Silver District, the Corporation’s exposure to US dollar currency risk significantly increases as sales of concentrate and the settlement of the Wheaton streaming payments will be effected in US dollars. In addition, a portion of its environmental services revenues, and receivables arising therefrom, are also denominated in US dollars. As well, while a significant majority of the Corporation’s operating costs are denominated in Canadian dollars, it does have some exposure to costs, as some accounts payable and accrued liabilities are denominated in US dollars. The Corporation is exposed to currency risk at the balance sheet date through the following financial assets and liabilities, which are denominated in US dollars:

 

    December 31
2019
    December 31
2018
 
Cash and cash equivalents   $ 588     $ 1,374  
Accounts and other receivable     1,282       917  
Accounts payable and accrued liabilities     (925 )     (649 )
Net exposure   $ 945     $ 1,642  

 

Based on the above net exposure at December 31, 2019, a 10% depreciation or appreciation of the US dollar against the Canadian dollar would result in an approximately $94,500 decrease or increase respectively in both net and comprehensive loss (2018 – $164,000). The Corporation has not employed any currency hedging programs during the current period.

 

Credit Risk

 

Credit risk is the risk of financial loss to the Corporation if a customer or counterparty to a financial instrument fails to meet its obligations. The Corporation’s maximum exposure to credit risk at the balance sheet date under its financial instruments is summarized as follows:

 

    December 31
2019
    December 31
2018
 
Trade receivables   $ 5,229     $ 5,228  
Currently due     1,082       1,375  
Past due by 90 days or less, not impaired     61       86  
Past due by greater than 90 days, not impaired     6,372       6,689  
                 
Cash     6,313       3,629  
Demand deposits     528       4,947  
Term deposits     2,777       2,725  
    $ 15,990     $ 17,990  

 

Substantially all of the Corporation’s cash, cash equivalents and term deposits are held with major financial institutions in Canada, and management believes the exposure to credit risk with respect to such institutions is not significant. Those financial assets that potentially subject the Corporation to credit risk are primarily receivables. Management actively monitors the Corporation’s exposure to credit risk under its financial instruments, particularly with respect to receivables. The Corporation considers the risk of material loss to be significantly mitigated due to the financial strength of the parties from whom the receivables are due, including with respect to trade accounts receivable as the Corporation’s major customers include government organizations as well as substantial corporate entities. The Corporation historically has not had difficulty collecting receivables from its customers, nor have customers defaulted on payments which would lead to potential impairment. Receivables that are past due by greater than 90 days have been subsequently collected.

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

Commodity Risk

 

The Corporation is subject to commodity price risk from fluctuations in the market prices for silver, lead and zinc. Commodity price risks are affected by many factors that are outside the Corporation’s control including the supply of and demand for metals, inflation, global consumption patterns and political and economic conditions. The financial instrument impacted by commodity prices for the Corporation is the embedded derivative asset. The fair value of the embedded derivative asset is highly correlated to the market price of these metals. The Corporation is exposed to commodity risk at the balance sheet date through the fair value adjustments of its embedded derviate asset:

 

    December 31
2019
    December 31
2018
 
Embedded derivative asset   $ 15,160     $ 9,671  
Total exposure   $ 15,160     $ 9,671  

 

Based on the above exposure, the fair value of the embedded derivative asset with a 10% change in the prevailing commodity prices as at December 31, 2019, with all other variables constant, would result in an approximately $1,516,000 decrease or increase respectively in both net and comprehensive loss (2018 – $967,000). The Corporation has not employed any commodity hedging programs during the current period.

 

Liquidity Risk

 

Liquidity risk is the risk that the Corporation will not be able to meet its obligations associated with financial liabilities. The Corporation has a planning and budgeting process in place by which it anticipates and determines the funds required to support its normal operating requirements as well as the growth and development of its mining projects. The Corporation coordinates this planning and budgeting process with its financing activities through the capital management process described in Note 26. The Corporation’s financial liabilities are comprised of its accounts payable and accrued liabilities, the contractual maturities of which at the balance sheet date are summarized as follows:

 

    December 31
2019
    December 31
2018
 
Accounts payable and accrued liabilities with contractual maturities                
Within 90 days or less   $ 5,143     $ 7,210  
In later than 90 days, not later than one year     -       -  
  $ 5,143     $ 7,210  

 

26. Management of Capital

 

The capital managed by the Corporation includes the components of shareholders’ equity as described in the consolidated statements of shareholders’ equity. The Corporation is not subject to externally imposed capital requirements.

 

The Corporation’s objectives of capital management are to create long-term value and economic returns for its shareholders. It does this by seeking to maximize the availability of finance to fund the growth and development of its mining projects, and to support the working capital required to maintain its ability to continue as a going concern. The Corporation manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of its assets, seeking to limit shareholder dilution and optimize its cost of capital while maintaining an acceptable level of risk. To maintain or adjust its capital structure, the Corporation considers all sources of finance reasonably available to it, including but not limited to issuance of new capital, issuance of new debt and the sale of assets in whole or in part, including mineral property interests. The Corporation’s overall strategy with respect to management of capital at December 31, 2019 remains fundamentally unchanged from the year ended December 31, 2018.

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

27. Supplemental Cash Flow Information

 

Supplemental cash flow information with respect to the year ended December 31, 2019 and 2018 is summarized as follows:

 

    2019     2018  
             
Operating Cash Flows Arising From Interest and Taxes                
Interest received   $ 140     $ 129  
                 
Non-Cash Investing and Financing Transactions                
Capitalization of share-based compensation to mineral properties   $ 395     $ 368  
Capitalization of depreciation to mineral properties   $ 325     $ 375  
Capitalization of re-estimation of decommissioning and rehabilitation provision   $ 853     $ 163  
Share issuance costs (non-cash)   $ 104     $ -  
Increase in non-cash working capital related to:                
Mineral properties   $ 505     $ 311  

 

28. Segmented Information

 

The Corporation had two operating segments during the years ended December 31, 2019 and 2018, being firstly mining operations, including care and maintenance of the formerly operating Bellekeno mine, producing silver, lead and zinc in the form of concentrates (suspended in September 2013), as well as exploration, underground development and evaluation activities; and secondly environmental services carried out through AEG, providing consulting and project management services in respect of environmental permitting and compliance and site remediation and reclamation. The Corporation’s executive head office and general corporate administration are included within ‘Corporate and other’ to reconcile the reportable segments to the consolidated financial statements. An operating segment is a component of an entity that engages in business activities, operating results are reviewed by the chief operating decision maker with respect to resource allocation and for which discrete financial information is available. The chief operating decision maker for the Corporation is the Chief Executive Officer. Inter-segment transactions are recorded at amounts that reflect normal third-party terms and conditions, with inter-segment profits eliminated from the cost base of the segment incurring the charge. Revenue from non-Canadian customers of both operating segments was derived primarily from the United States. During the year ended December 31, 2019, AEG charged the Mining segment $830,000 in normal course of business at third-party terms. The profit component of those fees have been eliminated in the below table.

 

Segmented information as at and for the year ended December 31, 2019 and 2018 is summarized as follows:

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

As at and for the year ended December 31, 2019   Environmental
Services
    Mining     Corporate and
Other
    Total  
Segment revenues                                
External customers                                
Canadian   $ 20,076     $ -     $ -     $ 20,076  
Non-Canadian     9,130       -       -       9,130  
Total revenues as reported     29,206       -       -       29,206  
                                 
Cost of sales     23,130       -       -       23,130  
Depreciation and amortization     548       1,244       307       2,099  
Share-based compensation     -       -       3,977       3,977  
Other G&A expenses     6,871       69       5,314       12,254  
Mine site care and maintenance     -       818       -       818  
Foreign exchange (gain) loss     5       (5 )     41       41  
Loss on investments     -       1       2       3  
Loss on equity investments     -       -       -       -  
Gain on derivative asset     -       (5,489 )     -       (5,489 )
Other (income) loss     57       78       333       468  
                                 
Segment income (loss) before taxes   $ (1,405 )   $ 3,284     $ (9,974 )   $ (8,095 )(i)
                                 
Total assets   $ 9,509     $ 125,878     $ 9,966     $ 145,353  
Total liabilities   $ 2,898     $ 12,426     $ 3,359     $ 18,683  

 

As at and for year ended December 31, 2018   Environmental
Services
    Mining     Corporate and
Other
    Total  
Segment revenues                                
External customers                                
Canadian   $ 13,105     $ -     $ -     $ 13,105  
Non-Canadian     6,775       -       -       6,775  
Total revenues as reported     19,880       -       -       19,880  
                                 
Cost of sales     13,828       -       -       13,828  
Depreciation and amortization     165       1,292       105       1,562  
Share-based compensation     -       -       2,544       2,544  
Other G&A expenses     4,507       86       5,701       10,294  
Mine site care and maintenance     -       1,311       -       1,311  
Foreign exchange (gain) loss     35       9       (29 )     15  
Loss on investments             113       459       572  
Gain on derivative asset     -       (3,071 )     -       (3,071 )
Other (income) loss     (8 )     68       (241 )     (181 )
                                 
Segment income (loss) before taxes   $ 1,353     $ 192     $ (8,539 )   $ (6,994 )(i)
                                 
Total assets   $ 11,462     $ 113,341     $ 8,215     $ 133,018  
Total liabilities   $ 4,116     $ 10,284     $ 1,988     $ 16,388  

 

(i) Represents consolidated loss before taxes.

 

For the year ended December 31, 2019, revenue from two customers of the Corporation’s Environmental Services segment represents approximately $15,500,000 of the Corporation’s consolidated revenue.

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

29. Related Party Transactions

 

The Corporation’s related parties include its subsidiaries and key management personnel. Key management includes the Corporation’s Board of Directors and members of senior management. Key management compensation for the years ended December 31, 2019 and 2018 was as follows:

 

    2019     2018  
Salaries and other short-term benefits   $ 2,614     $ 2,130  
Share-based compensation     2,990       2,513  
    $ 5,604     $ 4,643  

 

30. Commitments

 

As at December 31, 2019, the Corporation’s contractual obligations are as follows:

 

(a) The Corporation’s other contractual obligations, including with respect to capital asset expenditures, totaled approximately $360,000.

 

(b) As a consequence of its commitment to renounce deductible exploration expenditures to the purchasers of flow-through shares, the Corporation is required to incur further renounceable exploration expenditures totaling $1,952,000 by December 31, 2020.

 

31. Subsequent Event

 

On February 14, 2020, the Corporation entered into a Share Purchase Agreement (the “Agreement”) for the sale of Alexco Environmental Group (“AEG”) (refer to Note 28 - Environmental Services Operating Segment), to AEG’s Executive Management (“AEG Management”) led by AEG’s President (a related party due to the AEG President being a key member of management of Alexco). Under the terms of the Agreement, AEG Management purchased all of the shares of AEG in consideration for payment to Alexco of $13,350,000. On closing of the transaction, AEG Management paid $12,100,000 in cash, with the balance of $1,250,000 payable pursuant to a promissory note that matures on February 14, 2021.

  

 

 

Exhibit 99.3

 

 

ALEXCO RESOURCE CORP.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2019

 

 

 

 

This Management’s Discussion and Analysis (“MD&A”) of Alexco Resource Corp. (“Alexco” or the “Corporation”) is dated March 11, 2020 and provides an analysis of Alexco’s consolidated financial results for the year ended December 31, 2019 compared to the year ended December 31, 2018.

 

The following information should be read in conjunction with the Corporation’s December 31, 2019 consolidated financial statements with accompanying notes, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. These documents and additional information on the Corporation are available on the Corporation’s website at www.alexcoresource.com, the SEDAR website at www.sedar.com and the Edgar website at www.sec.gov.

 

Except where specifically indicated otherwise, the disclosure in this MD&A of scientific and technical information regarding exploration projects on Alexco’s mineral properties has been reviewed and approved by Alan McOnie, FAusIMM, Vice President, Exploration, while that regarding mine development and operations has been reviewed and approved by Neil Chambers, P.Eng., Mine Superintendent, both of whom are Qualified Persons as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).

 

All dollar figures are expressed in Canadian dollars unless otherwise stated.

 

2019 HIGHLIGHTS AND OVERALL PERFORMANCE

 

CORPORATE

 

· Overall, Alexco reported a net loss of $8,915,000, or $(0.08) per share for the year ended December 31, 2019 including non-cash cost adjustments of $2,263,000. In 2018 the Corporation incurred a loss of $8,501,000, including non-cash cost adjustments of $2,597,000. The operating loss for both years were similar with offsetting differences to the net loss related to non-cash adjustments resulting from the treatment of the embedded derivative on the Wheaton Precious Metals (“Wheaton”) streaming agreement, share-based compensation expense, deferred income tax expense and a reduction in Alexco Environmental Group (“AEG”) profitability in 2019.

 

· The Corporation’s cash and cash equivalents at December 31, 2019 totaled $6,841,000 compared to $8,576,000 at December 31, 2018, while net working capital (see Non-GAAP Measures on page 21) totaled $10,090,000 compared to $10,188,000 at December 31, 2018. The Corporation’s restricted cash and deposits at December 31, 2019 totaled $2,777,000 compared to $2,725,000 at December 31, 2018.

 

· On June 7, 2019, the Corporation completed a bought deal public offering and issued 6,500,000 common shares at a price of US$1.00 ($1.33) per share for aggregate gross proceeds of US$6,500,000 ($8,634,000) for net cash proceeds of US$5,775,000 ($7,669,000).

 

· On April 23, 2019 the Corporation completed a private placement, on a bought deal basis, of 1,842,200 flow-through common shares at a price of $1.90 per share for gross proceeds of $3,500,000. The flow-through common shares comprise: (i) 1,579,000 flow-through shares with respect to “Canadian exploration expenses” (the “CEE Shares”) priced at $1.90 per CEE Share; and (ii) 263,200 flow-through shares with respect to “Canadian development expenses” (the “CDE Shares”) priced at $1.90 per CDE Share.

 

2 -

 

 

MINE OPERATIONS AND EXPLORATION

 

· The Corporation announced the results of an independent pre-feasibility study on its 100% owned Keno Hill Silver project (see press release dated March 28, 2019 entitled “Alexco Announces Positive Pre-Feasibility Study for Expanded Silver Production at Keno Hill Silver District”) and on May 8, 2019, and as amended February 13, 2020, the Corporation released an independent technical report, effective as of March 28, 2019, entitled “NI 43-101 Technical Report Prefeasibility Study of the Keno Hill Silver District Project Yukon Territory, Canada” (the “PFS”). The results are discussed in detail under 2019 Developments on page 7 of this MD&A.

 

· During the year ended December 31, 2019, Alexco completed an 8,333 meter (“m”) surface exploration diamond drilling program focused on potential resource expansion and deeper targets in the vicinity of the Bermingham deposit, as well as following up on reconnaissance drilling from the 2018 program. The results are discussed in detail under 2020 Outlook - Exploration on page 9 of the MD&A.

 

· The Corporation completed the planned surface capital construction activities at the Bermingham deposit consistent with work outlined in the PFS, including installation of the underground production-related portal, construction of a lined treatment pond, initial construction of a coarse ore storage pad and upgrading of existing haul roads.

 

· As at December 31, 2019, Alexco had the requisite permits and authorizations for development and future ore production from the Bellekeno, Flame & Moth, Lucky Queen, and Onek deposits. Amendment of the Corporation’s Quartz Mining Licence (“QML”) was completed in the fourth quarter of 2019, which incorporates the Bermingham deposit into the mine plan. Alexco is in the final steps of amending and renewing the primary Water Use Licence (“WUL”) for mine-related activity in the District. A public hearing was held in mid-February 2020 and the Company expects the granting of the WUL renewal late in the first quarter of 2020. Once renewed, the WUL will authorize the use of water and deposition of waste from mining and milling operations at the Bermingham, Flame & Moth, Bellekeno and Lucky Queen (and Onek) deposits for a period of 15 years.

  

· The Keno Hill Silver District (“KHSD” or the “District”) lies within the traditional territory of the First Nation of Na-Cho Nyak Dun (“FNNND”). Alexco is party to a Comprehensive Cooperation and Benefits Agreement (“CCBA”) with the FNNND, setting out common understandings, obligations and opportunities arising from all of Alexco’s activities within the District including exploration, care and maintenance, District closure activities and mine production.

 

ALEXCO ENVIRONMENTAL GROUP (“AEG”)

 

· AEG recognized revenues of $29,206,000 for the year ended December 31, 2019 for a gross profit of $6,076,000 achieving a gross margin of 21%, compared to revenues of $19,880,000 for 2018 for a gross profit of $6,052,000 achieving a gross margin of 30%. AEG recognized an operating loss before taxes for the year ended December 31, 2019 of $1,405,000 (see Note 28 in the financial statements for the year ended December 31, 2019). The gross profit margin percentage declined in 2019 primarily due to scale-up of the overall business as well the use of third party contractors to complete construction of a larger water treatment system complex in Ontario and as two new longer-term projects coming online, which incurred higher than normal up-front costs.

  

· During the year AEG entered into an agreement with the Bank of Montreal (“BMO”) for a revolving line of credit (“LOC”) for up to $4,000,000. The LOC has an interest rate of approximately 5.7% on drawn funds, is secured against AEG assets, and has customary covenants in place that are tested quarterly. AEG utilized the LOC capacity to post a $1,000,000 letter of credit for Mount Nansen. As of December 31, 2019, no amounts were drawn on the LOC.

 

3 -

 

 

· On February 14, 2020 the Corporation entered into a share purchase agreement (the “Share Purchase Agreement”) for the sale of AEG, to AEG’s executive management (“AEG Management”) led by AEG’s President (a related party due to the AEG President being a key member of management of Alexco). Under the terms of the Share Purchase Agreement, AEG Management purchased all of the shares of AEG in consideration for payment to Alexco of $13,350,000. On closing of the transaction, AEG Management paid $12,100,000 in cash, with the balance of $1,250,000 payable pursuant to a promissory note that matures on February 14, 2021. Alexco retained ownership of Elsa Reclamation & Development Company (“ERDC”) and will execute the clean-up of historical mines in the District (as defined herein) under its existing contractual arrangement with the Federal Government of Canada.

 

The impact expected on Alexco’s operations subsequent to the sale of AEG will be the elimination of all AEG-related environmental consulting revenue and associated costs, offset by a continuation of the revenues and costs related to ERDC and the clean-up of the historical mines at Keno Hill. The number of employees of the consolidated company will decline by approximately 90 and there will be a material reduction in overhead costs associated with operating AEG.

 

The AEG assets and liabilities as of December 31, 2019, which form part of the Share Purchase Agreement are as follows:

 

       
Assets      
Cash and restricted cash   $ 348,000  
Accounts receivable and accrued receivables     6,021,000  
Deposits and other assets     747,000  
Property and equipment     1,652,000  
Goodwill     550,000  
Total assets   $ 9,318,000  
         
Liabilities        
Accounts payable and other liabilities   $ 2,069,000  
Unearned revenue     829,000  
Total liabilities   $ 2,898,000  

 

The AEG revenues and expenses for the year ended December 31, 2019, which form part of the Share Purchase Agreement are as follows:

 

       
Revenue      
Environmental Services Revenue   $ 26,824,000  
Cost of Sales        
Environmental Services Cost     20,605,000  
Total Gross Profit   $ 6,219,000  
         
Expenses        
General and administrative expenses   $ 7,481,000  
Net loss   $ 1,262,000  

 

Note: see segmented Note 28 in the financial statements for the year ended December 31, 2019. ERDC impact in above numbers has been removed as it is excluded from the Share Purchase Agreement.

 

4 -

 

 

SELECTED ANNUAL CONSOLIDATED INFORMATION

 

(expressed in thousands of Canadian   As at and for the year ended December 31  
dollars, except per share amounts)   2019     2018     2017  
Revenue1     29,206       19,880       10,732  
Gross profit2     6,076       6,052       4,000  
                         
Net loss     (8,915 )     (8,501 )     (7,813 )
Loss per share:                        
Basic   $ (0.08 )   $ (0.08 )   $ (0.08 )
Diluted   $ (0.08 )   $ (0.08 )   $ (0.08 )
Total assets3     145,353       133,018       122,324  
Total long-term liabilities4     11,967       8,384       5,669  

 

Notes:

 

1. The revenues increased significantly each year as a result of AEG expanding its business with the acquisition of Contango Strategies Ltd. and starting on larger long-term contracts.
2. The gross profits increased year over year as result of the increased revenues however, the gross profit percentage reduced year over year as a result of AEG starting longer-term projects that required higher up-front costs as well as increased use of third party contractors that result in lower margins to the business, as well as general expansion of the AEG business and related back office and support functions.
3. The total assets increased primarily as a result of additions to mineral properties each year and the recognition and revaluation of the embedded derivative.
4. The total long-term liabilities increased primarily due to recognition of lease liabilities in 2019, an increase in the decommissioning and restoration provision and deferred income tax liability during the year ended December 31, 2019.

 

OVERVIEW OF THE BUSINESS

 

Alexco owns substantially all of the historic KHSD, located in Canada's Yukon Territory. The Bellekeno silver mine, one of the world's highest-grade silver mines with a production grade averaging 779 grams per tonne (“g/t”) silver (“Ag”), commenced commercial production at the beginning of 2011 and was Canada's only operating primary silver mine from 2011 to 2013, producing a total of 5.6 million (“M”) ounces of silver during the 2010 – 2013 period. In September 2013 Alexco suspended Bellekeno mining operations in light of a sharply reduced silver and base metal prices. Since the suspension Alexco has focused on advancing the Flame & Moth and the Bermingham deposits, renegotiating third party contracts and reviewing other opportunities to reduce future mining operating costs for future operations at Keno Hill. This work culminated with the announcement of the PFS results in March 2019 and the publication of the PFS in May 2019, as amended in February 2020. With the PFS completed, Alexco is moving toward resumption of silver production at Keno Hill, including production from the Bellekeno, Flame & Moth, Bermingham and Lucky Queen silver deposits, subject to a positive production decision.

 

As of December 31, 2019 and up to February 14, 2020, Alexco also owned and operated an environmental consulting business, AEG, an environmental services business, providing consulting, remediation solutions and project management services in respect of environmental permitting and compliance and site remediation, primarily in Canada and the United States. AEG provided these services to both government and industry clients through its wholly owned subsidiaries, Alexco Environmental Group Holding Inc. (“AEG Holdings”) which wholly owns Alexco Environmental Group Inc. (“AEG Canada”), Alexco Water and Environment Inc. (“AWE”) and Contango Strategies Ltd. (“Contango”). Alexco also owned certain patent rights related to mine reclamation and closure processes including the in-situ immobilization of metals in groundwater, soils, waste stacks and pit lakes. On February 14, 2020 the Corporation sold AEG to AEG Management.

 

5 -

 

 

Alexco is a public company which is listed on the NYSE American Stock Exchange and the Toronto Stock Exchange (under the symbol AXU). Prior to August 12, 2019, the trading symbol on the Toronto Stock Exchange was AXR.

 

OUTLOOK AND STRATEGY

 

Keno Hill Silver District

 

Alexco’s current focus is to re-start mining operations at Keno Hill. Alexco has the requisite permits and authorizations for future ore production from the Flame & Moth, Bermingham, Lucky Queen, Bellekeno and Onek deposits. Amendment of the Corporation’s QML was completed in the fourth quarter of 2019, which incorporates the Bermingham deposit into the mine plan. Alexco is in the final steps of renewing the WUL having completed the public hearing in mid-February 2020 and expects the granting of the WUL renewal late in the first quarter of 2020. Once renewed the WUL will authorize the use of water and deposition of waste from mining and milling operations at the Bermingham, Flame & Moth, Bellekeno and Lucky Queen (and Onek) deposits for a period of 15 years.

 

ERDC

 

As part of Alexco’s 2006 acquisition of the United Keno Hill Mines (“UKHM”) mineral rights in the District, ERDC, a wholly owned subsidiary of Alexco, is party to the amended and restated subsidiary agreement (“ARSA”) with the Federal Government of Canada (“Government of Canada”). Under the ARSA, ERDC is retained by the Government of Canada as a paid contractor responsible on a continuing basis for the environmental care and maintenance and ultimate closure and reclamation of the former UKHM mineral properties. The ARSA provides that ERDC share the responsibility for the development of the ultimate closure plan with the Government of Canada. Upon regulatory approval, the closure plan will be implemented by ERDC. During the period required to develop the plan and until the closure plan is executed, ERDC is also responsible for carrying out the environmental care and maintenance at various sites within the UKHM mineral rights, for a fixed annual fee established on a per-site basis totaling $850,000, adjustable for material changes in scope. ERDC receives agreed-to commercial contractor rates when retained by the Government of Canada to provide environmental services in the District outside the scope of care and maintenance and closure and reclamation planning under the ARSA.

 

ERDC currently holds a Type B WUL under the Yukon Waters Act to undertake care and maintenance activities in the Keno Hill area. The Existing State of Mine (“ESM”) Reclamation Plan at Keno Hill was completed in September 2018 and was subsequently submitted for environmental assessment by the YESAB. In February 2020 a final Evaluation Report was issued by YESAB. The next step requires ERDC to obtain a WUL amendment, which will be issued by the Yukon Water Board to authorize the activities necessary to effect closure of the site. After licencing, the ESM Reclamation Plan must be finalized for submission to Crown-Indigenous Relations and Northern Affairs Canada (“CIRNAC”) for approval prior to proceeding into implementation and execution of the final cleanup project. 

 

Economic Climate

 

Silver, lead and zinc are the primary metals found within the District historically. With respect to the economic climate during 2019, the price of silver rose steadily with an average silver price of US$16.21 per ounce of silver during the year. Silver traded from a high of US$19.31 per ounce of silver on September 4, 2019 to a low of US$14.38 per ounce of silver on May 29, 2019, while lead traded between US$1.04 to US$0.82 per pound and zinc traded between US$1.36 to US$1.00 per pound. As at the date of this MD&A, spot commodity prices are approximately US$16.90 per ounce silver, US$0.84 per pound for lead and US$0.89 per pound for zinc and the Canadian-US exchange rate is approximately US$0.73 per CAD. Consensus investment analyst forecasts over the next two years for silver average approximately US$18.15 per ounce of silver, for lead average approximately US$0.92 per pound, and for zinc US$1.03 per pound, with the Canadian-US exchange rate forecast at US$0.76 per CAD (see “Risk Factors” in the MD&A for the year ended December 31, 2019, including but not limited to “Potential Profitability Of Mineral Properties Depends Upon Other Factors Beyond the Control of Alexco” and “General Economic Conditions May Adversely Affect Alexco’s Growth and Profitability” thereunder).

 

6 -

 

 

2019 DEVELOPMENTS

 

2019 Pre-Feasibility Study

 

On March 28 2019, Alexco announced the results of an independent PFS on the Keno Hill Silver Project (the “Project”), in a news release entitled “Alexco Announces Positive Pre-Feasibility Study for Expanded Silver Production at Keno Hill Silver District” and on May 8, 2019, and as amended February 13, 2020, the Corporation released the updated Technical Report entitled “NI 43-101 Technical Report on Preliminary Feasibility Study of the Keno Hill Silver District Project, Yukon Territory, Canada”.

 

The Project contemplates the conventional mining and milling of silver-lead-zinc ore from four deposits in the District. There is an existing 400 tonne per day (“t/d”) mill which will process a high grade silver-lead-zinc ore from four deposits across the District. Over the eight-year mine life contemplated in this PFS, the mines are expected to produce 1.18 M tonnes of ore at an average 805 g/t Ag, 2.98% lead (“Pb”), 4.13% zinc (“Zn”) and 0.34 g/t gold (“Au”). Following commissioning, the mill is expected to produce two concentrates; a high grade lead-silver LOM concentrate averaging 15,890 g/t Ag, 54% Pb, and 3.7 g/t Au, and a zinc-silver LOM concentrate averaging 649 g/t Ag and 53% Zn. The annualized silver content in concentrate is estimated to be 4.0 M ounces (“oz”).

 

The mine plan is based on conventional mining methods. Based on the orientation, width of the veins, review of historic mining in the District, and geotechnical information, a combination of mechanized overhand cut and fill, and longhole stoping with cemented rock fill have been selected as the appropriate mining methods for all four deposits. The deposits require the use of mining methods that can adequately support the veins and that are flexible and selective while minimizing the direct mining costs. The backfill is planned to be a mixture of waste rock fill and tailings from the dry stack tailings facility with cement added as required.

 

The initial capital cost is estimated to be $23,200,000, net of $11,900,000 of offsetting pre-production revenue from concentrate sales. This initial capital (pre-production prior to achieving positive cash flow) comprises $17,900,000 of mine development and property, plant, and equipment and $5,300,000 of net working capital for the initial construction and ramp up period of five months. The life-of-mine (“LOM”) sustaining capital is estimated at $76,500,000, primarily for ongoing mine development.

 

The direct operating costs for the Project are estimated at a total of $362,000,000 or $312 per tonne of ore. These comprise $226,000,000 direct mine costs, $70,000,000 of direct mill costs, and $67,000,000 for site general and administrative costs (excluding corporate). All-in sustaining costs (“AISC”) are estimated at US$11.98/oz Ag (based on the PFS metal prices).

 

The project economics from the PFS show this to be a robust project with low capital and high returns with a pre-tax net present value at a 5% discount rate (“NPV5”) of $136,200,000 and after-tax NPV5 of $101,200,000. The pre-tax internal rate of return (“IRR”) is estimated to be 84% and after-tax IRR is estimated to be 74%. Considering the Project on a stand-alone basis, the undiscounted after-tax cash flow totals are estimated to be $129,300,000 over the mine life. Simple payback is estimated to occur approximately two years from start of production, approximately 26 months after the end of the initial capital period.

 

7 -

 

 

A summary of the probable mineral reserve estimates are below:

 

Summary of Probable Mineral Reserves Estimates

 

Category   Property   Tonnes     Ag
(g/t)
    Au
(g/t)
    Pb
(%)
    Zn
(%)
    Contained Ag
(oz)
 
Probable   Bellekeno     40,109       843       -       11.8       6.3       1,087,000  
    Lucky Queen     70,717       1,244       0.12       2.6       1.4       2,828,000  
    Flame & Moth     704,211       672       0.49       2.7       5.7       15,215,000  
    Bermingham     362,343       972       0.13       2.6       1.3       11,323,000  
Total Probable Mineral Reserves         1,177,380       804       0.34       3.0       4.1       30,453,000  

 

Notes: See page 31 and 32 for full disclosure on estimated mineral reserves and resources. Refer to pages 1-9 of the PFS.

 

The PFS has been prepared in compliance with NI 43-101, and was compiled by Mining Plus Consulting Ltd. (“Mining Plus”) with contributions from a team of Qualified Persons as such term is defined by NI 43-101. All mineral resources are classified following the CIM Definition Standards for Mineral Resources and Mineral Reserves (May 2014), in accordance with the CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines and with NI 43-101. The PFS is available on the Company’s website at https://www.alexcoresource.com/ as well as under the Company’s profile on SEDAR at www.sedar.com.

 

Keno Hill Development Strategy

 

The Corporation is moving towards production in a two (2) phased approach. Phase 1 work commenced in June 2019 and focused on surface and mill capital improvements, mine and operations planning and permitting, while Phase 2 will commence only once the Corporation makes a positive production decision, which is subject to granting of the pending WUL and market conditions. Phase 2 work will focus on underground development in preparation for production from the Bellekeno and Flame & Moth deposits, mill commissioning and final underground development of the Bermingham deposit.

 

During 2019 the Corporation completed the planned surface capital construction activities at the Bermingham deposit, including the installation of the underground production-related portal, construction of a lined treatment pond, initial construction of a coarse ore storage pad and upgrading the existing haul road.

 

2019 Exploration

 

During 2019, the Corporation completed an 8,333 m, 29 hole surface exploration diamond drilling program:

 

· The program commenced in June 2019 with two drills sited in the vicinity of the Bermingham deposit, where 5,140 m were drilled in 10 holes targeting extensions of the shallower Northeast Zone reserve and resource, as well as testing the continuity and tenor of the high grade Bermingham mineralization at depth;

 

· On September 10, 2019 the Company announced initial results from the 2019 Bermingham “deep target” drilling program (see news release dated September 10, 2019, entitled “Alexco Intersects 8.1 Meters (True Width) at Composite Grade of 1,414 Grams per Tonne (45.5 oz/t) Silver at ‘Bermingham Deep’ Target”) indicating this target is completely open and will require substantial follow-up;

 

· The remaining 19 holes and 3,193 m of drilling were targeted based on existing knowledge complimented by results from the 2018 geophysical survey flown over the Galena Hill area. The survey produced geophysical signatures indicating areas of similar structural and stratigraphic framework to the Bermingham deposit;

 

· On December 4, 2019 the Company announced final results from the 2019 exploration diamond drilling program (see news release dated December 4, 2019, entitled “Alexco Discovers New Zone of Silver Mineralization, 3.7 kilometers Northeast of Bermingham Deposit, Composite Assays to 832 Grams per Tonne Silver over 7.4 Meters True Width”), indicating a new discovery at the Inca target, including the following results:

 

8 -

 

 

o K-19-0749 intersected the Inca vein over a true width of 7.44 m at a composite grade of 832 g/t (26.75 ounces per tonne (“oz/t”)) silver (“Ag”) from 142.61 m that included several intervals grading greater than 1,000 g/t Ag, such as 1.60 m true width at 1,190 g/t (38.26 oz/t) Ag from 142.61 m, and 0.75 m true width at 3,860 g/t (124.10 oz/t) Ag from 148.27 m.

 

o K-19-0756 drilled 70 m from K-19-0749, intersected the Inca vein over a 5.50 m true width at a composite grade of 597 g/t (19.18 oz/t) Ag from 134.4 m, including 0.56 m true width at 2,070 g/t (66.55 oz/t) Ag from 135.84 m, and 1.18 m true width at 1,110 g/t (35.69 oz/t) Ag from 136.41 m. This hole also intersected 10.7% zinc over 5.50 m true width from 134.4 m.

 

o K-19-0754 also drilled 70 m from K-19-0749, intersected the Inca vein over a 0.37 m true width grading 2,070 g/t (66.55 oz/t) Ag from 167.75 m within an 8.06 m true width interval mineralized zone from 161.00 m that averaged a composite grade of 127 g/t Ag.

 

· During 2019 the Corporation also focused on other exploration, including the shallow RAB drilling of six holes for 408 m and trenching to follow up on testing of blind mineralized structures on Galena Hill with signatures similar to that of Bermingham, that extend under shallow cover also identified by the detailed aerial geophysical survey conducted in late 2018.

 

2020 OUTLOOK

 

Keno Hill Silver District

 

2020 Flame & Moth Development

 

The Flame & Moth production decline is completed to 452 m and requires an additional 336 m of ramp and infrastructure development remains to reach the first ore level access at the Lightning Zone. In addition, a 100 m ventilation raise to surface will be required before commercial ore production can be achieved. Completion of the remaining ramp development, raise, and infrastructure will commence in Phase II of the development strategy once a positive production decision is made.

 

2020 Bermingham Development

 

The Bermingham deposit has underground development totaling 550 m of decline and supporting development completed. Approximately 210 m of ramp and infrastructure development remains to be driven to reach the first ore level access. In addition, a 170 m ventilation raise to surface will be required before commercial ore production can be achieved. Completion of the remaining ramp development, raise and infrastructure will commence in Phase II of the development strategy once a positive production decision is made.

 

9 -

 

  

Permitting Update

 

As of December 31, 2019, Alexco had the requisite permits and authorizations for development and future ore production from the Flame & Moth, Bermingham, Bellekeno, Lucky Queen, and Onek deposits.

 

Alexco is in the final steps of amending and renewing the primary WUL for mine-related activity in the District. A public hearing was held in mid-February 2020 and the Company expects the granting of the WUL renewal late in the first quarter of 2020. Once renewed the WUL will authorize the use of water and deposition of waste from mining and milling operations at the Bermingham, Flame & Moth, Bellekeno and Lucky Queen (and Onek) deposits for a period of 15 years.

 

Exploration

 

For 2020, Alexco is planning a $3.5 million, 11,500 m surface exploration drilling program incorporating both diamond and rotary air blast drilling as follows:

 

· The program will primarily focus on the Bermingham Deep target area, where exploration drilling in 2019 successfully confirmed the presence of wide, high-grade mineralization at depth below the Bermingham resource. The 2020 drilling program at the Bermingham Deep target will focus on previously proven targeting criteria and testing of a gently east-plunging stratigraphic-structural intersection that is thought to strongly influence the distribution of mineralization. The objective of the initial deep drilling program is to test for any significant expansion of the Bermingham resource. A successful program may provide the basis to launch a large-scale infill program either later in 2020 or in 2021.

 

· Further drilling is also planned at the Inca prospect, a 2019 discovery with significant silver grades at relatively shallow depths (see news release dated December 4, 2019 “Alexco Discovers New Zone of Silver Mineralization, 3.7 Kilometers Northeast of Bermingham Deposit, Composite Assays to 832 Grams Per Tonne Silver over 7.4 Meters True Width”). The focus will be to define and extend the mineralized zone, which is untested over a total strike length of 800 m and is open at depth.

 

· In addition to core drilling at the Bermingham deposit and the Inca prospect, the 2020 program will continue with generative drill exploration initially using a low impact rotary air blast drill. Additional airborne geophysics will also be completed over other areas of the District, as this has become an important component in targeting mineralized structures, especially for generative work in areas of cover.

 

RESULTS OF OPERATIONS

 

Mine Site Care and Maintenance

 

Mine site care and maintenance costs for 2019 totaled $2,062,000 compared to $2,603,000 for 2018. The costs decreased in 2019 compared to 2018 as the Corporation had increased mill maintenance and refurbishment initiatives related to future recommissioning of the mill and related plant during 2018. Included in mine site care and maintenance costs is depreciation expense of $1,244,000 for 2019 compared to $1,292,000 for 2018.

 

10 -

 

 

ERDC

 

During the year, under the contract with the Government of Canada for the remediation of legacy environmental conditions at Keno Hill, ERDC completed the Evaluation Process for the ESM Reclamation Plan and a final Evaluation Report by YESAB was issued in February 2020. In addition, ERDC continued with detailed engineering related to the final closure plan.

 

General and Administrative Expenses

 

Alexco Corporate:

 

Corporate general and administrative expenses for 2019 totaled $9,667,000 compared to $7,498,000 for 2018. These included non-cash costs in the amounts of $4,285,000 in 2019 and $2,649,000 in 2018, which relate to share-based compensation and amortization and depreciation expenses. The primary reason for the increase between 2019 and 2018 is as follows:

 

· In 2019 the Company recognized $211,000 of amortization on ROU assets under IFRS 15
     
· The date of the annual bonuses and equity grants (stock options, RSUs, DSUs) were accelerated from January 2020 to December 2019. The result was that there were effectively two annual bonus pay-outs and two equity grants during 2019; one in January 2019 and one December 2019. The impact of the additional December 2019 bonus and equity grants were as follows:
     
o Salaries expense increased by $510,000
     
o Share-based compensation expense increased by $1,657,000
     
· Going forward the Corporation will now only make annual bonus payments and equity grants determinations, if any, in December of each year.

 

Furthermore, the Corporate general and administrative expenses are expected to normalize to reduced levels subsequent to the sale of AEG, which occurred on February 14, 2020.

 

Environmental Services (AEG):

 

Environmental services general and administrative expenses for 2019 totaled $7,417,000 compared to $4,672,000 for 2018. The increase in general and administrative expenses in 2019 is mainly attributable to increased support required for new projects including two joint operation partnerships, one with Dena Nezziddi Limited Partnership (“DNLP”), to supply and operate a water treatment system at the Wolverine mine located in the southeastern Yukon and one with JDS Energy and Mining Inc. (“JDS”) to acquire the abandoned Mount Nansen Mine site (“Mount Nansen”). Furthermore, in 2019 there was additional investment in professional employees and support functions required to meet demand and growth in the business, which increased its revenues from $19,880,000 in 2018 to $29,206,000 in 2019.

 

Alexco Environmental Group (AEG)

 

Highlights during 2019:

 

· AEG recognized revenues of $29,206,000 in 2019 for a gross profit of $6,076,000 achieving a gross margin of 21% compared to revenues of $19,880,000 for a gross profit of $6,052,000 achieving a gross margin of 30% in 2018. The decrease in gross profit margin during the 2019 period was primarily related to expansion of the overall business as well as use of third party contractors to complete construction of a larger water treatment system complex in Ontario as two new longer-term projects coming online, which incurred higher up-front costs.

 

11 -

 

 

· On April 30, 2019, AEG entered into an agreement with the BMO for a revolving LOC for up to $4 million with an interest rate of approximately 5.7% on drawn funds. No funds were drawn on the LOC as of December 31, 2019.

 

· On May 6, 2019 AEG and a joint venture partner, JDS, entered into agreement to acquire the abandoned Mount Nansen Mine site from the Government of Canada. AEG and JDS formed a limited partnership called Mount Nansen Remediation Limited Partnership (“MNR”) to enter into the agreement with Canada whereby Canada will pay MNR to remediate environmental contamination from previous mining activities at Mount Nansen. In addition, MNR has the right to pursue mining activities at Mount Nansen. AEG and JDS each own 50% in MNR as well as a newly formed general partnership and will be jointly responsible for Mount Nansen project remediation work and will share equally in the project’s profitability. Working alongside Canada, the Yukon Government and Little Salmon/Carmacks First Nations, AEG will be primarily responsible for permitting, design and care and maintenance while JDS will be responsible for the construction aspect of the Mount Nansen project. This long-term project is expected to take up to ten years to complete.

 

· During the third quarter, AEG entered into an agreement with the Yukon Government to provide water treatment services at the Wolverine mine site located in the Yukon, Canada. As part of this agreement, AEG entered into a joint arrangement with Dena Nezziddi Limited Partnership (“DNLP”) to construct and operate a water treatment system until December 2020. AEG incurred upfront capital expenditures totalling $1,100,000 for the water treatment system, which has been capitalized to property, plant and equipment. For fees relating specifically to construction of the water treatment system, the Corporation recorded $800,000 in deferred revenue that will be recognized over the life of the contract.

 

· On February 14, 2020 the Corporation entered into a Share Purchase Agreement for the sale of AEG, to AEG Management led by AEG’s President. Under the terms of the Agreement, AEG Management purchased all of the shares of AEG in consideration for payment to Alexco of $13,350,000. On closing of the transaction, AEG Management paid $12,100,000 in cash, with the balance of $1,250,000 payable pursuant to a promissory note that matures on February 14, 2021. Alexco retained ownership of Elsa Reclamation & Development Company (“ERDC”) and will execute the clean-up of historical mines in the District under its existing contractual arrangement with the Government of Canada.

 

FOURTH QUARTER

 

For the quarter ended December 31, 2019 Alexco reported a net loss of $6,343,000 compared to a net loss of $1,795,000 in 2018, the increase in loss primarily attributable to AEG incurring an operating loss of $1,305,000 in the fourth quarter of 2019 versus income $554,000 in the fourth quarter of 2018 as well as a result of the Company accelerating its annual bonus and equity grants from January 2020 to December 2019 resulting in additional salaries and share-based compensation expense of $1,657,000 being recognized in the fourth quarter of 2019. AEG recognized revenues of $6,079,000 in the fourth quarter of 2019 for a gross profit of $1,150,000 achieving a gross margin of 19% compared to revenues of $8,902,000 in the fourth quarter of 2018 for a gross profit of $2,152,000 achieving a gross margin of 24%. The higher 2018 period revenue was attributed to commencement of a new project requiring construction of a Water Treatment Plant.

 

Mine site care and maintenance costs in the fourth quarter of 2019 totaled $554,000 compared to $319,000 for the same period in 2018. The increase in cost is mainly due to increased site-based costs to support general site functions for the period.

 

The Corporation’s corporate general and administrative expenses in the fourth quarter of 2019 totaled $3,897,000 compared to $1,671,000 in the fourth quarter of 2018. The increase in the 2019 period relates primarily to share-based compensation expense and salaries and contractor’s expense, as the Corporation changed its date for the annual bonus and stock option, restricted share unit and deferred share unit grants from occurring in January of the following year to December of the current year. As a result, the 2019 calendar year had two annual compensation grants, one bonus and equity grant in January 2019 and one bonus and equity grant in December 2019. The impact of this change was an additional $1,657,000 being recognized in the fourth quarter of 2019.

 

12 -

 

 

AEG’s environmental services general and administrative expenses in the fourth quarter of 2019 totaled $2,079,000 compared to $1,576,000 in the fourth quarter of 2018. The increase in general and administrative expenses in the 2019 period is attributable to increased support required for new projects including two joint operation partnerships with DNLP, to supply and operate a water treatment system at the Wolverine mine located in the southeastern Yukon and with JDS on the Mount Nansen Mine site. Furthermore, in 2019 there has been additional investment in professional employees and support functions required to meet demand and growth in the business.

 

Note that the environmental services business (AEG) was sold on February 14, 2020. These expenses will no longer be incurred by Alexco after that date.

 

SUMMARY OF QUARTERLY RESULTS

 

Key financial information for the most recent eight quarters is summarized as follows, reported in thousands of Canadian dollars except for per share amounts:

 

 

 

Period

  Revenue     Gross Profit     Net Income
(Loss)
    Basic Income
(Loss) per
Share
    Diluted
Income (Loss)
per Share
    Expenditures
Capitalized on
Mineral
Properties
 
2018-Q1     2,764       830       (3,261 )   $ (0.03 )   $ (0.03 )     3,147  
2018-Q2     3,545       1,368       (1,896 )   $ (0.02 )   $ (0.02 )     4,812  
2018-Q3     4,669       1,702       (1,548 )   $ (0.01 )   $ (0.01 )     6,517  
2018-Q4     8,902       2,152       (1,795 )   $ (0.02 )   $ (0.02 )     3,163  
2018 Total     19,880       6,052       (8,501 )   $ (0.08 )   $ (0.08 )     17,639  
2019-Q1     7,233       1,472       1,207     $ 0.01     $ 0.01       1,266  
2019-Q2     8,694       2,034       (1,471 )   $ (0.01 )   $ (0.01 )     1,690  
2019-Q3     7,200       1,420       (2,308 )   $ (0.02 )   $ (0.02 )     2,531  
2019-Q4     6,079       1,150       (6,343 )   $ (0.06 )   $ (0.06 )     1,794  
2019 Total     29,206       6,076       (8,915 )   $ (0.08 )   $ (0.08 )     7,281  

 

Note: Sum of all the quarters may not add up to the yearly totals due to rounding

 

The net loss from the 2018 quarters reflect fair value adjustments from the Corporation’s investments, site-based expenditures, mill maintenance initiatives and general and administrative expenses offset by a non-cash fair value gain related to the embedded derivative on the Wheaton streaming agreement. The net income from the first quarter of 2019 reflects a gain on the embedded derivative related to the Wheaton streaming agreement, offset by site-based expenditures along with general and administrative expenses of the Corporation. The net loss for the second quarter of 2019 reflects site-based expenditures along with general and administrative expenses, which were partially offset by a non-cash fair value gain related to the embedded derivative on the Wheaton streaming agreement. The net loss for the third quarter of 2019 reflects continued site-based expenditures at Keno Hill along with general and administrative expenses. The net loss for the fourth quarter of 2019 reflects increased non-cash costs related to a loss on the fair value of the derivative asset related to the Wheaton stream and an increase in share-based compensation expense.

 

The mineral property expenditures in the first quarter of 2018 mainly reflect the continued advancement of the underground exploration decline at the Bermingham deposit and the expenditures incurred in the second, third and fourth quarters of 2018 reflect completion of the advanced exploration decline, completion of the underground drilling program at the Bermingham deposit, commencement of the underground development decline at the Flame & Moth deposit and completion of a 15,314 m surface drilling program. The mineral property expenditures in 2019 mainly reflect continued work with independent contractors on the PFS, completion of the 2019 surface exploration drilling program and development infrastructure initiatives at site.

 

13 -

 

 

Liquidity, Cash Flows and Capital Resources

 

Liquidity

 

At December 31, 2019 the Corporation had cash and cash equivalents of $6,841,000, and net working capital of $10,090,000 compared to cash and cash equivalents of $8,576,000 and net working capital of $10,188,000 at December 31, 2018. The Corporation faces no known liquidity issues and is not aware of any significant credit risks in any of its financial assets. In addition, the Corporation’s restricted cash and deposits at December 31, 2019 totalled $2,777,000 compared to $2,725,000 at December 31, 2018.

 

With its cash resources and net working capital on hand at December 31, 2019, and assuming no re-start of full scale mining operations within the next twelve months, Alexco anticipates it will have sufficient capital resources to service the working capital requirements of its mine site care and maintenance, exploration activities, environmental services business and corporate offices and administration, for at least the next 12 month period. As noted elsewhere in this MD&A, re-start of mining operations is dependent on a number of factors, including metal prices, foreign exchange rates, and an amended WUL. A re-start of underground production operations will require additional capital investment, in excess of the capital resources currently on hand. Because of these factors, combined with its long-term objectives for the exploration and development of its mineral properties, the Corporation is likely to require future additional funding.

 

Historically, Alexco’s main sources of funding have been from mining operations, AEG and equity issuances. All sources of finance reasonably available will be considered to fund future requirements, including but not limited to issuance of new capital, issuance of new debt and the sale of assets in whole or in part, including mineral property interests or other interests. There can be no assurance of a re-start of mining operations or continued access to finance in the future, and an inability to generate or secure such funding may require the Corporation to substantially curtail and defer its planned exploration and development activities.

 

Alexco’s activities expose it to a variety of financial risks: market risk (currency risk), credit risk and liquidity risk. Risk management is carried out by management under policies approved by the Board of Directors. Management identifies and evaluates the financial risks in co-operation with the Corporation’s operating units. The Corporation’s overall risk management program seeks to minimize potential adverse effects on the Corporation’s financial performance, in the context of its general capital management objectives as further described in Note 5 of the Corporation’s financial statements for the year ended December 31, 2019.

 

The Corporation manages liquidity uncertainty by monitoring actual and projected cash flows on a regular basis to ensure the Corporation can service its contractual obligations and commitments such as flow through financing commitments. Factors that can impact the Corporation’s liquidity are monitored regularly and include assumptions of operational levels, operating costs, capital costs and foreign exchange rates.

 

14 -

 

 

Cash Flows

 

    Three Months Ended
December 31
   

Year Ended
December 31

 
    2019     2018     2019     2018  
Cash flow used in operating activities   $ (2,061 )   $ (657 )   $ (7,219 )   $ (5,490 )
Cash flow used in investing activities     (1,974 )     (4,840 )     (8,127 )     (14,161 )
Cash flow provided by financing activities     325       23       13,611       10,321  
    $ (3,710 )   $ (5,474 )   $ (1,735 )   $ (9,330 )

 

Cash outflow in operating activities was $2,061,000 for the fourth quarter of 2019 versus $657,000 for the fourth quarter of 2018. The majority of cash outflow from operating activities during the 2019 period and 2018 period were expended on capital requirements for clients on AEG projects, site-based care and maintenance costs and general and administrative expenses. The increase in cash outflow in operating activities in 2019 relates to an increase in working capital related to AEG. Cash outflow from investing activities were $1,974,000 for the fourth quarter of 2019 versus $4,840,000 for the fourth quarter of 2018. The cash outflow from investing activities during the fourth quarter of 2019 related primarily to an additional investment on the joint operation project and expenditures related to the surface exploration program while the fourth quarter for 2018 related to the surface exploration program and work on the PFS. The cash inflows from financing activities were $325,000 for the fourth quarter of 2019 versus a cash inflow of $23,000 for the fourth quarter of 2018. The cash inflow from the 2019 and 2018 periods relates to proceeds from stock option exercises, partially offset by the repayment of office lease liabilities.

 

Cash used in operating activities was $7,219,000 for 2019 versus $5,490,000 for 2018. Cash consumed in operating activities during the 2019 and 2018 periods were expended on site-based care and maintenance costs and general and administrative costs. In addition, in 2019 there were higher up-front costs associated to the joint arrangements in AEG. Cash outflow from investing activities were $8,127,000 for 2019 versus $14,161,000 for 2018. The higher cash outflow in 2018 primarily related to the Bermingham underground advanced exploration program, increased surface exploration programs, underground development work at Flame & Moth deposit and work on the PFS. Furthermore, the Corporation acquired Contango in 2018. The outflows from investing activities in 2018 were partially offset with the release of restricted funds as a results of posting a surety bond for security at Keno Hill. Cash inflow in financing activities was $13,611,000 for 2019 versus $10,321,000 for 2018. The cash inflows in 2019 relate to two equity financings with net proceeds totalling $10,836,000, along with proceeds from the exercise of warrants and stock options partially offset by the repayment of office lease liabilities, whereas the 2018 cash inflow relates to net proceeds of $8,076,000 from a flow-through bought deal public offering along with $2,245,000 from the exercise of warrants and stock options.

 

Silver Purchase Agreement (“SPA”) with Wheaton

 

On October 2, 2008 (with subsequent amendments on October 20, 2008, December 10, 2008, December 22, 2009, March 31, 2010, January 15, 2013, March 11, 2014 and June 16, 2014), the Corporation entered into a SPA with Wheaton under which Wheaton will receive 25% of the life of mine payable silver produced by the Corporation from its District properties. The SPA anticipated that the initial silver deliveries would come from the Bellekeno property. Under the SPA, the Corporation received up-front deposit payments from Wheaton totaling US$50,000,000 and received further payments of the lesser of US$3.90 (increasing by 1% per annum after the third year of full production) and the prevailing market price for each ounce of payable silver delivered, if as and when delivered. After the initial 40 year term of the streaming interest, the Corporation is required to refund the balance of any advance payments received and not yet notionally reduced through silver deliveries. The Corporation would also be required to refund the balance of advance payments received and not yet reduced if Wheaton exercised its right to terminate the streaming interest in an event of default by the Corporation. As of September 2013, Bellekeno mining operations were suspended in light of a reduced silver price environment.

 

15 -

 

 

On March 29, 2017 the Corporation and Wheaton amended the SPA (the “Amended SPA”) such that Wheaton will continue to receive 25% of the life of mine payable silver from the District with a variable production payment based on monthly silver head grade and monthly silver spot price. The actual monthly production payment from Wheaton is determined based on the monthly average silver head grade at the mill and the monthly average spot price, as determined by a grade and pricing curve with an upper ceiling grade of 1,400 g/t silver and price of US$25 per ounce of silver and a floor grade of 600 g/t silver and price of US$13 per ounce of silver. Additional terms of the amendment include a date for completion of the 400 tpd mine and mill completion test, which has now been extended to December 31, 2020. If the completion test is not satisfied by December 31, 2020, the Corporation may be required to pay a capacity related refund to Wheaton in the maximum amount of US$8,788,000, which can be further proportionately reduced by mine production and mill throughput exceeding 322 tonnes per day for a 30 day period prior to December 31, 2020. The Amended SPA is secured against the Corporation’s mineral properties until repayment of the original deposit of US$50,000,000.

 

As at December 31, 2019, the fair value of the embedded derivative was calculated based on the discounted future cash flows associated with the difference between the original US$3.90 per ounce production payment Wheaton would pay for each payable ounce delivered under the SPA and the new production payment under the Amended SPA which varies depending on the monthly silver head grade and silver price. The model relies upon inputs from the PFS, such as payable ounces expected to be delivered, head grade and silver price and will continue to be updated as a result of any updated studies, mine plans and actual production. A discount rate of 12.75%, representing the implied discount rate applied to the payment made under the Amended SPA was used to calculate the net present value. There were adjustments totalling $5,489,000 recorded during 2019 (2018 - $3,071,000) primarily as a result of the updated PFS results including an updated mine plan with increased silver production. See “Guidance on Embedded Derivative” below.

 

Capital Resources

 

On June 7, 2019, the Corporation completed a bought deal public offering and issued 6,500,000 common shares at a price of US$1.00 ($1.33) per share for aggregate gross proceeds of US$6,500,000 ($8,634,000). The Corporation incurred share issuance costs of $965,000 for net cash proceeds of $7,669,000.

 

On April 23, 2019 the Corporation completed a private placement, on a bought deal basis, of 1,842,200 flow-through common shares at a price of $1.90 per share for gross proceeds of $3,500,000. The flow-through common shares are comprised of: (i) 1,579,000 CEE Shares priced at C$1.90 per CEE Share; and (ii) 263,200 CDE Shares priced at C$1.90 per CDE Share.

 

On April 30, 2019, AEG entered into an agreement with BMO for the LOC up to $4,000,000. The LOC has an interest rate of approximately 5.7% on drawn funds, is secured against all AEG assets and has the following covenants (specific to AEG entities) in place to be tested on a quarterly basis as follows:

 

· Maintain debt service coverage ratio greater or equal 1.25:1 – first test to occur on June 30, 2020

 

· Maintain current ratio greater than or equal to 1.25:1 – first test occurred on June 30, 2019

 

On June 14, 2018, the Corporation completed an offering, on a bought deal basis, of 4,703,000 flow-through common shares at a blended price of approximately $1.92 per share for gross proceeds of $9,041,150. The securities issued under the offering were compromised of (i) 966,500 flow-through shares with respect to "Canadian exploration expenses" issued at $2.05 per share; (ii) 1,736,500 flow-through shares with respect to "Canadian exploration expenses" that also qualify as "flow-through mining expenditures" issued at $2.05 per share; and (iii) 2,000,000 flow-through shares with respect to "Canadian development expenses" issued at $1.75.

 

16 -

 

 

On February 23, 2018 the Corporation entered into a definitive credit agreement with Sprott Private Resource Lending (Collector), L.P. (“Sprott”) to provide a US$15,000,000 credit facility (the “Credit Facility”) on the following key terms:

 

· Term of 3 years, Maturity Date – February 23, 2021
· Interest rate on funds drawn down: the greater of

o 7% plus US Dollar 3 month LIBOR and
o 8% per annum, payable monthly

· Repayable in quarterly installments from October 31, 2019 through to the Maturity Date
· Upon draw down of funds a 3% charge of the draw down is charged
· 1,000,000 share purchase warrants were issued to Sprott with a five-year term, an exercise price of $2.25 per share and a right by the Corporation to accelerate the expiry date to 30 days following the closing price of the shares exceeding $5.63 for more than 20 consecutive trading days
· Repayable in whole or in part, without penalty, provided not less than twelve (12) months of interest has been paid on any outstanding amount
· On February 14, 2019 the Corporation extended the availability period of draw down to August 23, 2019 from February 23, 2019 by issuing to Sprott 171,480 Alexco common shares

 

The Credit Facility was not drawn down and on August 23, 2019 Alexco and Sprott agreed to let the Credit Facility expire. Sprott provided Alexco with a non-binding indicative term sheet for a new credit facility on similar terms to the Credit Facility above, which Alexco can enter into once it makes a positive production decision.

 

On September 21, 2018 the Corporation filed a short form base shelf prospectus with the securities commissions in each of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario and a corresponding amendment to its registration statement on Form F-10 (Registration Statement) with the United States Securities and Exchange Commission (SEC) under the U.S./Canada Multijurisdictional Disclosure System, which would allow the Corporation to make offerings of common shares, warrants, subscription receipts and/or units up to an aggregate total of $50,000,000 during the 25-month period following September 21, 2018.

 

On February 14, 2020, the Corporation completed the sale of AEG to AEG Management in consideration of $13,350,000 of which $12,100,000 was paid in cash on closing with the balance of $1,250,000 payable pursuant to a promissory note that matures on February 14, 2021.

 

The following table summarizes the current contractual obligations of the Corporation and associated payment requirements over the next five years and thereafter:

 

   

Payments Due by Period

 

Contractual Obligations

(expressed in thousands of dollars)

 

 

Total

    Less than
1 year
   

 

1 – 3 years

   

 

3 – 5 years

   

 

After 5 years

 
Leases   $ 1,817     $ 540     $ 988     $ 289     $

Nil

 
Purchase obligations     360       60       180       120       Nil  
Decommissioning and rehabilitation provision (undiscounted basis)     7,463       230       741       136       6,356  
Total   $ 9,640     $ 830     $ 1,909     $ 545     $ 6,356  

 

17 -

 

 

Guidance on Embedded Derivative

 

As discussed above, the valuation model for the embedded derivative related to the Wheaton SPA currently relies upon inputs from the PFS, such as payable ounces delivered and head grade, and will be updated as a result of updated studies, mine plans and actual production. Furthermore the valuation model for the embedded derivative was updated to utilize a probability based dynamic pricing structure as opposed to a static pricing structure. As such, the discount rate used and silver price assumptions are updated quarterly based on the risk-free yield curve and silver price forward curve at quarter end.

 

Based on assumptions used in the dynamic valuation model the value of the derivative asset as at December 31, 2019 is $15,160,000. If, for example, the silver price was to decline to US$13 per ounce and all other assumptions remained the same, the approximate derivative asset value would be $22,302,000. Similarly, if the silver price was to increase to US$25 per ounce and all other assumptions remained the same, the approximate derivative asset value would be ($1,652,000). The impacts of these swings in derivative asset value are recorded on the Statement of Profit and Loss through Other Income (Expenses) (see note 9 in the consolidated financial statements for years ended December 31, 2019 and 2018). The inputs that to date have had the greatest influence on the dynamic valuation model include changes in silver prices, anticipated mine plan silver production, interest rate yield curve, US dollar relative strength and time to production realization.

 

The following table summarizes the expected stand-alone impact on the embedded derivative asset value based on changes in model inputs:

 

Dynamic Model Input Change   Expected Impact on Embedded
Derivative Asset Value
Silver Price Increase   Decrease
Silver Price Volatility Increase   Decrease
Mill Silver Head Grade Increase   Decrease
Decrease in timeframe to reach production   Increase
Foreign Exchange: US dollar appreciates compared to CDN dollar   Increase
Risk Free Yield Increase   Decrease

 

Management expects that changes in the fair market value of the embedded derivative asset prior to mine production will largely be driven by the risk-free yield curve and silver price forward curve as well as proximity to production date. In a market where the price of silver is static, these changes are expected to be nominal relative to a production scenario, at which time management expects the variability of the fair value adjustments to increase significantly as silver ounces are mined and delivered to Wheaton.

 

18 -

 

 

Share Data

 

As at the date of this MD&A, the Corporation has 119,994,664 common shares issued and outstanding. In addition, there are outstanding incentive share options exercisable into a further 9,867,900 common shares, restricted share units to be settled by way of common shares issued from treasury for a further 412,006 common shares and deferred share units to be settled by way of common shares issued from treasury for a further 280,000 common shares.

 

Financial Instruments

 

All of Alexco’s cash and cash equivalents at December 31, 2019 were held in the form of demand deposits. Alexco’s restricted cash and deposits were held in the form of term deposits and demand deposits. Alexco’s other financial instruments were its trade and other accounts receivable, its accounts payable and accrued liabilities, and its investment in marketable securities.

 

At December 31, 2019, a total of $2,777,000 of Alexco’s restricted cash and deposits represents cash collateral posted with a surety company to underwrite surety bonds for security in respect of mine-site reclamation at certain of Alexco’s mineral properties. The balance of Alexco’s restricted cash and deposits represent security provided in respect of certain long-term operating lease commitments. The term deposits held at December 31, 2019 as individual financial instruments carry initial maturity periods of one year or less. They have been classified as investments and accordingly are carried at amortized cost using the effective interest method. All term deposits held are high grade, low risk investments, generally yielding between 1% and 2% per annum, and their carrying amounts approximate their fair values given their short terms and low yields.

 

The carrying amounts of Alexco’s trade and other accounts receivable and accounts payable and accrued liabilities are estimated to reasonably approximate their fair values, while the carrying amount of investments in marketable securities and embedded derivative are marked to fair value at each balance sheet date. The fair values of all of Alexco’s financial instruments measured at December 31, 2019, other than the marketable securities that are included in investments, constitute Level 2 and Level 3 measurements within the fair value hierarchy defined under IFRS. The fair value of the investments in marketable securities constitute as Level 1 measurements.

 

Substantially all of Alexco’s cash, demand deposits and term deposits are held with major financial institutions in Canada. With respect to these instruments, management believes the exposure to credit risk is insignificant due to the nature of the institutions with which they are held, and that the exposure to liquidity and interest rate risk is similarly insignificant given the low-risk-premium yields and the demand or short-maturity-period character of the deposits.

 

Alexco’s accounts and other receivables at December 31, 2019 total $6,534,000, comprising primarily of AEG trade receivables and goods and services tax refunds receivable from government. While the Corporation is exposed to credit losses due to the non-performance of its counterparties, there are no significant concentrations of credit risk and the Corporation does not consider this to be a material risk. The Corporations customers with whom the current business operations are with include government bodies and reputable businesses. For its trade receivables, the Corporation applies the simplified approach for determining expected credit losses, which require the Corporation to determine the lifetime, expected losses for all its trade receivables. The expected lifetime credit loss provision for its trade receivables is based on historical counterparty default rates and adjusted for relevant forward looking information, when required. Because of factors including that the majority of its customers are considered to have low default risk and the Corporation does not extend credit to customers with a high default risk, the historical default rates are low and the lifetime expected credit loss allowance for trade receivables is nominal as at December 31, 2019. Accordingly, the Corporation did not record any adjustment relating to the implementation of the expected credit loss model for its trade receivables.

 

19 -

 

 

 

Substantially all of Alexco’s property, plant and equipment and mineral properties are located in Canada; all of its mining operations and mineral exploration occur in Canada; and a significant portion of AEG’s revenues are earned in Canada. However, a significant portion of AEG’s revenues are in US dollars, and receivables arising therefrom are accordingly denominated in US dollars. Also, while a significant majority of the Corporation’s operating costs are denominated in Canadian dollars, it does have some exposure to costs, and therefore accounts payable and accrued liabilities, denominated in US dollars. 

 

The Corporation has not employed any hedging activities in respect of the prices for its payable metals or for its exposure to fluctuations in the value of the US dollar.

 

Off-Balance Sheet Arrangements

 

Alexco has no off-balance sheet arrangements as defined by National Instrument 52-109.

 

Related Party Transactions

 

The Corporation’s related parties include its subsidiaries and key management personnel. Key management includes the Corporation’s Board of Directors and members of senior management. Key management compensation for the years ended December 31, 2019 and 2018 was as follows:

 

    Three Months Ended
December 31,
    Year Ended
December 31,
 
    2019     2018     2019     2018  
Salaries and other short-term benefits   $ 566     $ 520     $ 2,614     $ 2,130  
Share-based compensation     1,131       498       2,990       2,513  
    $ 1,697     $ 1,018     $ 5,604     $ 4,643  

 

Subsequent to the year ended December 31, 2019, on February 14, 2020, pursuant to the Share Purchase Agreement, Alexco sold AEG to AEG Management led by AEG’s President.

 

See page 4 of this MD&A under the section ‘AEG’, which discusses potential impacts to Alexco’s operations as a result of the sale of AEG.

 

Critical Accounting Estimates and Judgments

 

The Corporation’s significant accounting policies as well as significant judgment and estimates are presented in Notes 3 and 5 of Alexco’s December 31, 2019 annual consolidated financial statements.

 

Summary of New and Amended Accounting Policies

 

The Corporation adopted IFRS 16 Leases (“IFRS 16”) effective January 1, 2019 using the modified retrospective approach. The modified retrospective approach does not require restatement of prior period financial information and the prior period financial information continues to be reported under IAS 17, Leases (“IAS 17”) and IFRIC 4, Determining Whether an Arrangement Contains a Lease (‘IFRIC 4”). IFRS 16 provides a single lessee accounting model, requiring lessees to recognize a right-of-use (“ROU”) asset and a lease obligation at the lease commencement date.

 

- 20

 

 

The Corporation completed its review of all existing operating leases and service contracts to identify contracts in scope for IFRS 16 and assessed contracts for embedded leases. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset, and the Corporation has the right to obtain substantially all of the economic benefits from the use of the asset during the term of the arrangement. The Corporation incorporates both the lease and non-lease components as part of the total lease payment, as the Corporation elected not to separate non-lease components.

 

The Corporation, on adoption of IFRS 16, recognized lease liabilities in relation to office leases which had previously been classified as operating leases under the principles of IAS 17. In relation, under the principles of the new standard these leases are measured as lease liabilities at the present value of the remaining lease payments, discounted using the Corporation’s incremental borrowing rate as at January 1, 2019. The associated ROU assets have been measured at an amount equal to the lease liability on January 1, 2019. The ROU asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. Furthermore, the ROU asset may be reduced due to impairment losses.

 

On initial adoption, the Corporation recorded right-of-use assets of $1,883,000 within property, plant and equipment, measured at an amount equal to the lease liability. The Corporation has elected to use the following practical expedients permitted under the standard:

 

· Apply a single discount rate to a portfolio of leases with similar characteristics;

 

· Account for leases with a remaining term of less than twelve (12) months as at January 1, 2019 as short-term leases, recognized as an expense over the lease term; and

 

· Account for lease payments as an expense and not recognize a ROU asset if the underlying asset is of low dollar value (less than $5,000).

 

The following table reconciles the Corporation’s operating lease commitments at December 31, 2018, as previously disclosed in the Corporation’s annual consolidated financial statements, to the lease liability recognized on adoption of IFRS 16 at January 1, 2019.

 

    Adoption of
IFRS 16
 
Lease commitments as at December 31, 2018   $ 1,440  
Less:        
Short-term commitments     (50 )
Add:        
Operating lease obligations on adoption of IFRS 16     1,048  
      2,438  
Impact of discounting     (555 )
Lease liability as of January 1, 2019   $ 1,883  

 

Non-GAAP Measures

 

The Corporation presents non-GAAP measures, which are not defined in IFRS. A description and calculation of the measures are given below and may differ from similarly named measures provided by other issuers. We disclose these measures because we believe it assists readers in understanding Alexco’s financial position. These measures should not be considered in isolation or used in substitute for other measures prepared in accordance with IFRS.

 

- 21

 

 

Net Working Capital

 

Consolidated net working capital comprises those components of current assets and liabilities which support and results from the Corporation’s ongoing running of its current operations. It is provided to give a quantifiable indication of the Corporation’s short-term cash generation ability and business efficiency. As a measure linked to current operations and sustainability of the business, net working capital includes: cash and cash equivalents, accounts and other receivables, investments, inventories, and prepaids expenses and other, less accounts payable and accrued liabilities, lease liabilities, and environmental services contract loss provision. Excluded components are deferred revenue and flow-through share premium pending renunciation.

 

All-In Sustaining Costs (“AISC”)

 

AISC is a non-GAAP financial measure that does not have any standardized meaning prescribed by IFRS and is therefore unlikely to be comparable to similar measures presented by other companies. Alexco has adopted the practice of calculating this performance measure as the net cost of producing an ounce of silver (primary payable metal) after deducting revenues gained from incidental by-product production. This performance measurement has been commonly used in the mining industry as a relatively simple way of comparing the net production costs of the primary metal for a specific period against the prevailing market price of that metal. AISC are based on total silver ounces sold and are calculated on a per ounce basis net of credits for realized revenues from all metals other than silver. As of the date of the MD&A, the Corporation is not in production and only uses AISC when referencing its PFS, with an effective date of March 28, 2019.

 

Internal Control Over Disclosure Controls and Procedures and Financial Reporting

 

Disclosure Controls and Procedures

 

Alexco’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Corporation’s disclosure controls and procedures. Based upon the results of that evaluation, the Alexco’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the date of this MD&A, Alexco’s disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by Alexco in reports it files under applicable securities legislation is recorded, processed, summarized and reported within the appropriate time periods and forms specified in those rules and include controls and procedures designed to ensure that information required to be disclosed by Alexco in reports it files under applicable securities legislation is accumulated and communicated to Alexco’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

Internal Control Over Financial Reporting

 

The management of Alexco is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the Chief Executive Officer and the Chief Financial Officer and effected by the Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the accounting principles under which the Alexco’s financial statements are prepared. It includes those policies and procedures that:

 

(i) pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, the transactions related to and dispositions of Alexco’s assets;

 

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(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with International Financial Reporting Standards, and that Alexco receipts and expenditures are made only in accordance with authorizations of management and Alexco’s directors; and

 

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Alexco assets that could have a material effect on Alexco’s financial statements.

 

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management assessed the effectiveness of Alexco’s internal control over financial reporting as at December 31, 2019, based on the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has concluded that Alexco’s internal control over financial reporting was effective as at December 31, 2019.

 

The effectiveness of Alexco’s internal control over financial reporting as at December 31, 2019 has been audited by PricewaterhouseCoopers LLP, Alexco’s independent registered public accounting firm.

 

There has been no change in Alexco’s internal control over financial reporting during Alexco’s fiscal year ended December 31, 2019 that has materially affected, or is reasonably likely to materially affect, Alexco’s internal control over financial reporting.

 

Risk Factors

 

The following are major risk factors management has identified which relate to Alexco’s business activities. Such risk factors, as well as risks not currently known to the Corporation or that the Corporation currently deems to be immaterial, could materially affect the Corporation's future business, financial condition, results of operations, earnings and prospects, and could cause events to differ materially from those described in forward-looking statements relating to the Corporation. Though the following are major risk factors identified by management, they do not comprise a definitive list of all risk factors related to the Corporation's business and operations. Readers are encouraged to review other specific risk factors which are discussed elsewhere in this MD&A, as well as in the Corporation’s consolidated financial statements (under the headings “Description of Business and Nature of Operations”, “Significant Accounting Policies” and “Financial Instruments” and elsewhere within that document) and in Alexco’s Annual Information Form (“AIF”) for the year ended December 31, 2019.

 

Negative Cash Flow From Operating Activities

 

The Corporation has not yet consistently achieved positive operating cash flow, and there are no assurances that the Corporation will not experience negative cash flow from operations in the future. The Corporation has incurred net losses in the past and may incur losses in the future and will continue to incur losses until and unless it can derive sufficient revenues from its mineral projects. Such future losses could have an adverse effect on the market price of the Corporation's common shares, which could cause investors to lose part or all of their investment.

 

Forward-Looking Statements May Prove Inaccurate

 

Readers are cautioned not to place undue reliance on forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking statements. See "Preliminary Notes – Cautionary Statement Regarding Forward-Looking Statements".

 

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Dilution

 

The Corporation expects to require additional funds to finance its growth and development strategy. If the Corporation elects to raise additional funds by issuing additional equity securities, such financing may substantially dilute the interests of the Corporation's shareholders. The Corporation may also issue additional securities in the future pursuant to existing and new agreements in respect of its projects or other acquisitions and pursuant to existing securities of the Corporation.

 

Exploration, Evaluation and Development

 

Mineral exploration, evaluation and development involves a high degree of risk and few properties which are explored are ultimately developed into producing mines. With respect to Alexco’s properties, should any mineral resources exist, substantial expenditures will be required to confirm mineral reserves which are sufficient to commercially mine, and to obtain the required environmental approvals and permitting required to commence commercial operations. Should any mineral resource be defined on such properties there can be no assurance that the mineral resource on such properties can be commercially mined or that the metallurgical processing will produce economically viable and saleable products. The decision as to whether a property contains a commercial mineral deposit and should be brought into production will depend upon the results of exploration programs and/or technical studies, and the recommendations of duly qualified engineers and/or geologists, all of which involves significant expense. This decision will involve consideration and evaluation of several significant factors including, but not limited to: (1) costs of bringing a property into production, including exploration and development work, preparation of appropriate technical studies and construction of production facilities; (2) availability and costs of financing; (3) ongoing costs of production; (4) market prices for the minerals to be produced; (5) environmental compliance regulations and restraints (including potential environmental liabilities associated with historical exploration activities); and (6) political climate and/or governmental regulation and control.

 

The ability of Alexco to sell, and profit from the sale of any eventual production from any of the Alexco’s properties will be subject to the prevailing conditions in the marketplace at the time of sale. Many of these factors are beyond the control of Alexco and therefore represent a market risk which could impact the long-term viability of Alexco and its operations.

 

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 and or development of the Corporation’s properties. If adequate infrastructure is not available in a timely manner, there can be no assurance that the exploitation and or development of the Corporation’s properties will be commenced or completed on a timely basis, if at all; that the resulting operations will achieve the anticipated production volume; or that the construction costs and ongoing operating costs associated with the exploitation and or development of the Corporation’s properties 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 Corporation’s operations and profitability.

 

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Figures for the Alexco’s Resources are Estimates Based on Interpretation and Assumptions and May Yield Less Mineral Production Under Actual Conditions than is Currently Estimated

 

In making determinations about whether to advance any of its projects to development, the Corporation must rely upon estimated calculations as to the mineral resources and grades of mineralization on its properties. Until ore is actually mined and processed, mineral resources and grades of mineralization must be considered as estimates only. The determination of the Corporation’s estimated mineral resources by appropriately qualified persons requires significant judgements regarding the interpretation of complex geological and engineering data including the size, depth, shape and nature of the deposit and anticipated plans for mining, as well as estimates of future commodity prices, foreign exchange rates, capital requirements and production costs. These geological interpretations and statistical inferences used to develop the mineral resource estimates are imprecise and are drawn from drilling and sampling which may prove to be unreliable. Alexco cannot be certain that:

 

· reserve, resource or other mineralization estimates will be accurate; or
     
· mineralization can be mined or processed profitably.

 

Any material changes in mineral resource estimates and grades of mineralization will affect the economic viability of placing a property into production and a property’s return on capital. Alexco's resource estimates have been determined and valued based on assumed future prices, cut-off grades and operating costs that may prove to be inaccurate. Extended declines in market prices for silver, gold, lead, zinc and other commodities may render portions of Alexco’s mineralization uneconomic and result in reduced reported mineral resources.

 

Amendments to Silver Purchase Agreement with Wheaton

 

The March 29, 2017 Amended SPA with Wheaton, requires that to satisfy the completion test under the Amended SPA, the Corporation will need to recommence operations on the KHSD Property and operate the mine and mill at 400 tonnes per day on or before December 31, 2020. If the completion test is not satisfied by December 31, 2020, the outcome could materially adversely affect the Corporation as it may be required to pay a capacity related refund to Wheaton in the maximum amount of US$8,788,000, which can be further reduced by mill throughput exceeding 322 tonnes per day prior to December 31, 2020. The Corporation would need to raise additional capital to finance the capacity related refund and there is no guarantee that the Corporation will be able to raise such additional capital. In the event that the Corporation cannot raise such additional capital, the Corporation will default under the terms of the Amended SPA. The valuation model for the embedded derivative asset related to the SPA with Wheaton is based on a number of assumptions. The value of the derivative asset as at December 31, 2019 is $15,160,000. If, for example, the silver price were to increase to US$25.00 per ounce, and all other assumptions remained the same, the approximate derivative asset value would be negative ($1,562,000) and would be classified as a derivative liability.

 

Keno Hill Silver District

 

While Alexco has conducted exploration activities in the KHSD, further review of historical records and additional exploration and geological testing will be required to determine whether any of the mineral deposits it contains are economically recoverable. There is no assurance that such exploration and testing will result in favourable results. The history of the Keno Hill District has been one of fluctuating fortunes, with new technologies and concepts reviving the District numerous times from probable closure until 1989, when it did ultimately close down for a variety of economic and technical reasons. Many or all of these economic and technical issues will need to be addressed prior to the commencement of any future production on the Keno Hill properties.

 

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Mining Operations

 

The business of exploration for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into mineral deposits with significant value. Decisions by the Corporation to proceed with the construction and development of mines, including Bellekeno, are based on development plans which include estimates for metal production and capital and operating costs. Until completely mined and processed, no assurance can be given that such estimates will be achieved. Failure to achieve such production and capital and operating cost estimates or material increases in costs could have an adverse impact on the Corporation’s future cash flows, profitability, results of operations and financial condition. The Corporation’s actual production and capital and operating costs may vary from estimates for a variety of reasons, including: actual resources mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics; short-term operating factors, such as the need for sequential development of resource bodies and the processing of new or different resource grades; revisions to mine plans; risks and hazards associated with mining; natural phenomena, such as inclement weather conditions, water availability, floods, fire, rock falls and earthquakes, unusual or unexpected ground conditions, geological formation pressures, equipment failure and failure of retaining dams around tailings disposal areas which may result in, among other adverse effects, environmental pollution and consequent liability; and unexpected labour shortages or strikes. Costs of production may also be affected by a variety of factors, including changing waste ratios, metallurgical recoveries, labour costs, commodity costs, general inflationary pressures and currency rates. In addition, the risks arising from these factors are further increased while any such mine is progressing through the ramp-up phase of its operations and has not yet established a consistent production track record. No assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis.

 

Furthermore, mining operations at the Bellekeno mine project were suspended as of early September 2013 as a result of sharp and significant declines in precious metals prices during the second quarter of 2013. Re-start of mining operations is dependent on a number of factors, including sustained improvements in silver markets, the effectiveness of cost structure reduction measures, the maintenance of current metal prices and the fluctuation of foreign exchange rates and the uncertainties around the results of these factors are significant. A re-start of underground production operations will require additional capital investment in excess of the capital resources currently on hand. There can be no assurance of a re-start of mining operations or continued access to financing in the future, and an inability to generate or secure such funding may require the Corporation to substantially curtail and/or defer its planned exploration and development activities.

 

Employee Recruitment and Retention

 

Recruitment and retention of skilled and experienced employees is a challenge facing the mining sector as a whole. During the late 1990s and early 2000s, with unprecedented growth in the technology sector and an extended cyclical downturn in the mining sector, the number of new workers entering the mining sector was depressed and significant number of existing workers departed, leading to a so-called “generational gap” within the industry. Since the mid-2000s, this factor was exacerbated by competitive pressures as the mining sector experienced an extended cyclical upturn. Any re-start of mining operations will necessitate the re-hiring of mine and mill personnel. It may be difficult for Alexco to find and hire qualified people in the mining industry who are situated in the Yukon, or to obtain all of the necessary services or expertise in Yukon or to conduct operations on Alexco’s projects at reasonable rates. If qualified people and services or expertise cannot be obtained in the Yukon, we may need to seek and obtain those services from people located outside of this area, which may require work permits and compliance with applicable laws and could result in delays and higher costs.

 

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Dependence on Management

 

The success of the operations and activities of the Corporation is dependent to a significant extent on the efforts and abilities of its management team. The Corporation does not maintain key employee insurance on any of its employees. The Corporation depends on key personnel and cannot provide assurance that it will be able to retain such personnel. Failure to retain such key personnel could have a material adverse effect on the Corporation’s business and financial condition.

 

Permitting and Environmental Risks and Other Regulatory Requirements

 

The current or future operations of the Corporation, including development activities, commencement of production on its properties and activities associated with the Corporation's mine reclamation and remediation business, require permits, approvals, authorizations, or licenses from various federal, territorial and other governmental authorities, and such operations are and will be governed by laws, regulations and agreements governing prospecting, development, mining, production, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in the development and operation of mines and related facilities and in mine reclamation and remediation activities generally experience increased costs and delays as a result of the need to comply with the applicable laws, regulations and permits. There can be no assurance that all permits, permit modifications, approvals, authorizations, licenses, and license modifications which the Corporation may require for the conduct of its operations will be obtainable on reasonable terms or that such laws and regulations would not have an adverse effect on any project which the Corporation might undertake. Specifically, the Corporation requires a renewal of its WUL in order for it to be fully permitted for the ore production and processing from the Bermingham deposit and the Flame & Moth, Lucky Queen, Bellekeno and Onek deposits. Additionally, subsequent to completion of the environment assessment of the Corporation’s Existing State of Mine Reclamation Plan at Keno Hill by the Yukon Environmental and Social-Economic Assessment Board, the Corporation will need an amendment to its WUL by the Yukon Water Board to authorize the activities necessary to effect closure of the site. There can be no guarantee that the Corporation will receive the amendments and the renewal. Additionally, delays in receiving any requisite license amendments and renewals could adversely affect the Corporation’s profitability. The Corporation had originally expected to receive the WUL renewal in 2019. However subsequent delays in the permitting process have extended the time expected for award of the final license to the first quarter of 2020.

 

Any failure by the Corporation to comply with applicable laws, regulations and permitting requirements may result in enforcement actions including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions against the Corporation. The Corporation may be required to compensate those suffering loss or damage by reason of the Corporation’s mining operations or mine reclamation and remediation activities and may have civil or criminal fines or penalties imposed upon it for violation of applicable laws or regulations.

 

Amendments to current laws, regulations and permits governing operations and activities of mining companies and mine reclamation and remediation activities could have a material adverse impact on the Corporation. As well, policy changes and political pressures within and on federal, territorial and First Nation governments having jurisdiction over or dealings with Alexco could change the implementation and interpretation of such laws, regulations and permits, also having a material adverse impact on Alexco. Such impacts could result in one or more of increases in capital expenditures or production costs, reductions in levels of production at producing properties or abandonment or delays in the development of new mining properties.

 

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Surety Bonding Risks

 

Alexco secures its obligations for reclamation and closure costs with surety bonds provided by leading global insurance companies in favour of regulatory authorities in the Yukon. These surety bonds include the right of the surety bond provider to terminate the relationship with Alexco on providing notice of up to 90 days. The surety bond provider would, however, remain liable to the regulatory authorities for all bonded obligations existing prior to the termination of the bond in the event Alexco failed to deliver alternative security satisfactory to the regulator. Alexco may require substantial additional capital to accomplish its exploration and development plans and fund strategic growth and there can be no assurance that financing will be available on terms acceptable to Alexco, or at all. Alexco may require substantial additional financing to advance the KHSD to production. These financing requirements could adversely affect Alexco’s ability to access the capital markets in the future. Failure to obtain sufficient financing, or financing on terms acceptable to Alexco, may result in a delay or indefinite postponement of exploration, development or production at its properties. Additional financing may not be available when needed and the terms of any agreement could impose restrictions on the operation of our business. Failure to raise financing when needed could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

Potential Profitability of Mineral Properties Depends Upon Factors Beyond the Control of Alexco

 

The potential profitability of mineral properties is dependent upon many factors beyond the Corporation’s control. For instance, world prices of and markets for gold, silver, lead and zinc are unpredictable, highly volatile, potentially subject to governmental fixing, pegging and/or controls and respond to changes in domestic, international, political, social and economic environments – including international trade restrictions. During the year ended December 31, 2019, the prices of silver, lead and zinc have steadily declined. Another factor is that rates of recovery may vary from the rate experienced in tests and a reduction in the recovery rate will adversely affect profitability and, possibly, the economic viability of a property. Profitability also depends on the costs of operations, including costs of labour, materials, equipment, electricity, environmental compliance or other production inputs. Such costs will fluctuate in ways the Corporation cannot predict and are beyond the Corporation’s control, and such fluctuations will impact on profitability and may eliminate profitability altogether. Mine site care and maintenance costs during 2019 totaled $2,062,000 compared with $2,603,000 for 2018. The increase in costs was mainly due to site-based expenditures and mill maintenance and refurbishment initiatives in 2019. Additionally, due to worldwide economic uncertainty, the availability and cost of funds for development and other costs have become increasingly difficult, if not impossible, to project. These changes and events may materially affect the financial performance of the Corporation.

 

First Nation Rights and Title

 

The nature and extent of First Nation rights and title remains the subject of active debate, claims and litigation in Canada, including in the Yukon and including with respect to intergovernmental relations between First Nation authorities and federal, provincial and territorial authorities. There can be no guarantee that such claims will not cause permitting delays, unexpected interruptions or additional costs for Alexco’s projects. These risks may have increased after the Supreme Court of Canada decision of June 26, 2014 in Tsilhqot'in Nation v. British Columbia.

 

Title to Mineral Properties

 

The acquisition of title to mineral properties is a complicated and uncertain process. The properties may be subject to prior unregistered agreements of transfer, unregistered liens, or land claims, and title may be affected by undetected defects. Although the Corporation has made efforts to ensure that legal title to its properties is properly recorded in the name of the Corporation, there can be no assurance that such title will ultimately be secured. Title insurance generally is not available for mining claims in Canada. As a result, the Corporation may be constrained in its ability to operate its mineral properties or unable to enforce its rights with respect to its mineral properties. An impairment to or defect in the Corporation’s title to its mineral properties would adversely affect the Corporation’ business and financial condition.

 

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Capitalization and Commercial Viability

 

Alexco will require additional funds to further explore, develop and mine its properties. Alexco has limited financial resources, and there is no assurance that additional funding will be available to Alexco to carry out the completion of all proposed activities, for additional exploration or for the substantial capital that is typically required in order to place a property into commercial production. Although Alexco has been successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that Alexco will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in the delay or indefinite postponement of further exploration and development of its properties.

 

General Economic Conditions May Adversely Affect Alexco’s Growth and Profitability

 

The unprecedented events in global financial markets since 2008 have had a profound impact on the global economy and led to increased levels of volatility. Many industries, including the mining industry, are impacted by these market conditions. Some of the impacts of the current financial market turmoil include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity, foreign currency exchange and precious metal markets, and a lack of market liquidity. If the current turmoil and volatility levels continue they may adversely affect Alexco's growth and profitability. Specifically:

 

a global credit/liquidity or foreign currency exchange crisis could impact the cost and availability of financing and Alexco’s overall liquidity;

 

the volatility of silver and other commodity prices would impact Alexco’s revenues, profits, losses and cash flow;

 

volatile energy prices, commodity and consumables prices and currency exchange rates would impact Alexco’s operating costs; and

 

the devaluation and volatility of global stock markets could impact the valuation of Alexco’s equity and other securities.

 

These factors could have a material adverse effect on Alexco’s financial condition and results of operations.

 

Operating Hazards and Risks

 

In the course of exploration, development and production of mineral properties, certain risks, particularly including but not limited to unexpected or unusual geological operating conditions including rock bursts, cave-ins, fires, flooding and earthquakes, may occur. It is not always possible to fully insure against such risks and the Corporation may decide not to insure against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of the Corporation.

 

Adverse weather conditions could also disrupt the Corporation’s environmental services business and/or reduce demand for the Corporation’s services.

 

Competition

 

Significant and increasing competition exists for mining opportunities internationally. There are a number of large established mining companies with substantial capabilities and far greater financial and technical resources than the Corporation. The Corporation may be unable to acquire additional attractive mining properties on terms it considers acceptable and there can be no assurance that the Corporation’s exploration and acquisition programs will yield any reserves or result in any commercial mining operation.

 

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Certain of the Corporation’s Directors and Officers are Involved with Other Natural Resource Companies, Which May Create Conflicts of Interest from Time to Time

 

Some of the Corporation’s directors and officers are directors or officers of other natural resource or mining-related companies. These associations may give rise to conflicts of interest from time to time. As a result of these conflicts of interest, the Corporation may miss the opportunity to participate in certain transactions.

 

The Corporation May Fail to Maintain Adequate Internal Control Over Financial Reporting Pursuant to the Requirements of the Sarbanes-Oxley Act.

 

Section 404 of the Sarbanes-Oxley Act (“SOX”) requires an annual assessment by management of the effectiveness of the Corporation’s internal control over financial reporting. The Corporation may fail to maintain the adequacy of its internal control over financial reporting as such standards are modified, supplemented or amended from time to time, and the Corporation 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 Corporation’s 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 its financial statements, which in turn could harm the Corporation’s business and negatively impact the trading price or the market value of its securities. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm the Corporation’s operating results or cause it to fail to meet its reporting obligations. Future acquisitions of companies, if any, may provide the Corporation with challenges in implementing the required processes, procedures and controls in its acquired operations. No evaluation can provide complete assurance that the Corporation’s internal control over financial reporting will detect or uncover all failures of persons within the Corporation to disclose material information otherwise required to be reported. The effectiveness of the Corporation’s processes, procedures and controls could also be limited by simple errors or faulty judgments. Although the Corporation intends to expend substantial time and incur substantial costs, as necessary, to ensure ongoing compliance, there is no certainty that it will be successful in complying with Section 404 of SOX.

 

As a “foreign private issuer”, the Corporation is exempt from Section 14 proxy rules and Section 16 of the Securities Exchange Act of 1934

 

The Corporation is a “foreign private issuer” as defined in Rule 3b-4 under the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”). Equity securities of the Corporation are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the U.S. Exchange Act pursuant to Rule 3a12-3 of the U.S. Exchange Act. Therefore, the Corporation is not required to file a Schedule 14A proxy statement in relation to the annual meeting of shareholders. The submission of proxy and annual meeting of shareholder information on Form 6-K may result in shareholders having less complete and timely information in connection with shareholder actions. The exemption from Section 16 rules regarding reports of beneficial ownership and purchases and sales of common shares by insiders and restrictions on insider trading in our securities may result in shareholders having less data and there being fewer restrictions on insiders’ activities in our securities.

 

It may be difficult to enforce judgments or bring actions outside the United States against the Corporation and certain of our directors

 

The Corporation is a Canadian corporation and certain of its directors, officers and experts are neither citizens nor residents of the United States. A substantial part of the assets of the Corporation and of certain of these persons are located outside the United States. As a result, it may be difficult or impossible for an investor:

 

· to enforce in courts outside the United States judgments obtained in United States courts based upon the civil liability provisions of United States federal securities laws against these persons and the Corporation; or

 

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· to bring in courts outside the United States an original action to enforce liabilities based upon United States federal securities laws against these persons and the Corporation.

 

It may be difficult to anticipate the effects of the Coronavirus to the Corporation

 

Readers are cautioned that the Corporation has not assessed the potential impacts, if any, that the Coronavirus may have on its business and operations, which could include the Company’s ability to purchase products and/or services at reasonable costs in the operation of its business.

 

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Summary of Mineral Reserve and Resources Estimates

 

The following tables sets forth the estimated probable mineral reserves and estimated mineral resource estimates for Alexco’s mineral properties within the KHSD:

 

Summary of Probable Mineral Reserve Estimates

 

                Ag     Au     Pb     Zn     Contained Ag  
Category 1,2,4   Property     Tonnes     (g/t)     (g/t)     (%)     (%)     (oz)  
Probable   Bellekeno3       40,109       843       -       11.8       6.3       1,087,000  
    Lucky Queen3       70,717       1,244       0.12       2.6       1.4       2,828,000  
    Flame & Moth3       704,211       672       0.49       2.7       5.7       15,215,000  
    Bermingham3       362,343       972       0.13       2.6       1.3       11,323,000  
Total Mineral Reserves         1,177,380       804       0.34       3.0       4.1       30,453,000  

 

Notes:

 

1. All mineral reserves for this table have the effective date of March 28, 2019 and are classified following the CIM Definition Standards for Mineral Resources and Mineral Reserves (May 2014), in accordance with the CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines and the guidelines of NI 43-101.
2. All numbers have been rounded to reflect the relative accuracy of the estimates.
3. The Bellekeno, Lucky Queen, Flame & Moth and Bermingham deposits are incorporated into the current mine plan supported by disclosure in the news release dated March 28, 2019 entitled “Alexco Announces Positive Pre-Feasibility Study for Expanded Silver Production at Keno Hill Silver District” and the PFS filed on SEDAR dated February 13, 2020 with an effective date of March 28, 2019.
4. The disclosure regarding the summary of probable mineral reserves for Alexco’s mineral properties within the Keno Hill District has been reviewed and approved by Neil Chambers, P.Eng., Mine Superintendent and a Qualified Person as defined by NI 43-101.

 

Summary of Indicated and Inferred Mineral Resource Estimates

(Indicated mineral resources are inclusive of probable mineral reserve estimates)

 

              Ag     Au     Pb     Zn     Contained Ag  
Category 1,2,3,7,9   Property   Tonnes     (g/t)     (g/t)     (%)     (%)     (oz)  
Indicated   Bellekeno2,4&5     262,000       585       n/a       3.5       5.3       4,928,000  
    Lucky Queen2,4&6     132,300       1,167       0.2       2.4       1.6       4,964,000  
    Flame & Moth2,4&6     1,679,000       498       0.4       1.9       5.3       26,883,000  
    Onek4&6     700,200       191       0.6       1.2       11.9       4,300,000  
    Bermingham2,4&5     1,102,300       930       0.1       2.4       1.7       32,959,000  
Total Indicated Sub-Surface Deposits     3,875,800       594       0.3       2.0       5.3       74,034,000  
    Elsa Historical Tailings7     2,490,000       119       0.1       1.0       0.7       9,527,000  
Total Indicated All Deposits         6,365,800       408       0.3       1.6       3.5       83,561,000  
                                                     
Inferred   Bellekeno4&5     243,000       428       n/a       4.1       5.1       3,344,000  
    Lucky Queen4&6     257,900       473       0.1       1.0       0.8       3,922,000  
    Flame & Moth4&6     365,200       356       0.3       0.5       4.3       4,180,000  
    Onek4&6     285,100       118       0.4       1.2       8.3       1,082,000  
    Bermingham4&5     509,400       717       0.2       1.7       1.5       11,743,000  
Total Inferred         1,660,600       455       0.2       1.6       3.7       24,271,000  

 

Notes:

 

1. All mineral resources, except the Elsa Historical Tailings Resource, are classified following the CIM Definition Standards for Mineral Resources and Mineral Reserves (May 2014) of NI 43-101.
2. Indicated mineral resources are inclusive of mineral reserves estimates.
3. Mineral resources are not all mineral reserves and do not have demonstrated economic viability. All numbers have been rounded to reflect the relative accuracy of the estimates.
4. The mineral resource estimates comprising Bellekeno, Lucky Queen and Flame & Moth, Onek and Bermingham are supported by disclosure in the news release dated March 28, 2019 entitled “Alexco Announces Positive Pre-Feasibility Study for Expanded Silver Production at Keno Hill Silver District” and the technical report filed on SEDAR dated February 13, 2020 with an effective date of March 28, 2019.
5. The mineral resource estimate for the Bermingham and Bellekeno deposits are based on mineral resource estimates having an effective date of March 28, 2019. The Bellekeno deposit has been depleted to reflect all mine production from the Bellekeno mine to date.
6. The mineral resource estimate for the Lucky Queen, Flame & Moth and Onek deposits have an effective date of January 3, 2017.
7. The mineral resource estimate for the Elsa Tailings has an effective date of April 22, 2010 and is supported by the technical report dated June 16, 2010 entitled “Mineral Resource Estimation, Elsa Tailings Project, Yukon, Canada”. The Elsa Historical Tailings Resource is classified following the CIM Definition Standards for Mineral Resources and Mineral Reserves (December 2005 of NI 43-101.

 

- 32 - 

 

 

8. The disclosure regarding the summary of estimated mineral resources for Alexco’s mineral properties within the Keno Hill District has been reviewed and approved by Dr. Gilles Arseneau, P.Geo (Lucy Queen, Flame & Moth, and Onek deposits), Cliff Revering, P.Eng (Bermingham deposit), and David Farrow, P.GEO.PrSciNat (Bellekeno deposit), Qualified Persons as defined by NI 43-101.

 

Summary of Historical Resource Estimates

 

        Tonnes     Ag (g/t)     Au (g/t)   Pb
(%)
    Zn (%)     Contained Ag
(oz)
 
Historical Resources   Silver King1,2 - Proven, probable and indicated     99,000       1,354      n/a     1.6 %     0.1 %     4,310,000  
    - Inferred     22,500       1,456      n/a     0.1 %      n/a       1,057,000  

 

Notes:

 

1. Historical resources for Silver King were estimated by UKHM, as documented in an internal report entitled “Mineral Resources and Mineable Ore Reserves” dated March 9, 1997. The historical resources were estimated based on a combination of surface and underground drill holes and chip samples taken on the vein and calculated using the polygonal (block) model and the 1997 CIM definitions for resource categories. Verification of the estimate would require new drill holes into a statistically significant number of the historical resource blocks and/or a combination of on-vein sampling. A Qualified Person (as defined by NI 43-101) has not done sufficient work to classify this estimate of historical resources as current mineral resources or mineral reserves, nor is Alexco treating this historical estimate as current mineral resources or mineral reserves.

2. The disclosure regarding the summary of historical mineral resources for Alexco’s mineral properties within the Keno Hill District has been reviewed and approved by Neil Chambers, P.Eng., Mine Superintendent and a Qualified Person as defined by NI 43-101.

 

- 33 - 

 

 

Cautionary Statement Regarding Forward-Looking Statements

 

This MD&A contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of applicable Canadian securities laws (together, “forward-looking statements”) concerning the Corporation's business plans, including but not limited to anticipated results and developments in the Corporation’s operations in future periods, planned exploration and development of its mineral properties, plans related to its business and other matters that may occur in the future, made as of the date of this MD&A.

 

Forward-looking statements may include, but are not limited to, statements with respect to future remediation and reclamation activities, future mineral exploration, the estimation of mineral reserves and mineral resources, the realization of mineral reserve and mineral resource estimates, future mine construction and development activities, future mine operation and production, the timing of activities, the requirements for additional capital and sources and uses of funds. 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”, “anticipates”, “plans”, “estimates”, “intends”, “strategy”, “goals”, “objectives” or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be “forward-looking statements”.

 

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. Such factors include, but are not limited to, risks related to actual results and timing of exploration and development activities; actual results and timing of mining activities; actual results and timing of environmental services operations; actual results and timing of remediation and reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of silver, gold, lead, zinc and other commodities; possible variations in mineable resources, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; First Nation rights and title; continued capitalization and commercial viability; global economic conditions; competition; and delays in obtaining governmental approvals or financing or in the completion of development activities. Furthermore, forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Corporation or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including but not limited to those referred to in this MD&A under the heading “Risk Factors” and elsewhere.

 

Forward-looking statements are based on certain assumptions that management believes are reasonable at the time they are made. In making the forward-looking statements included in this MD&A, the Corporation has applied several material assumptions, including, but not limited to, the assumption that: (1) additional financing needed for the capacity related refund under the silver purchase agreement with Wheaton will be available on reasonable terms; (2) additional financing needed for the capacity related refund under the SPA with Wheaton will be available on reasonable terms; (3) additional financing needed for further exploration and development work on the Corporation's properties will be available on reasonable terms; (4) the proposed development of its mineral projects will be viable operationally and economically and proceed as planned; (5) market fundamentals will result in sustained silver, gold, lead and zinc demand and prices, and such prices will not be materially lower than those estimated by management in preparing the consolidated financial statements for the year ended December 31, 2019; (6) market fundamentals will result in sustained silver, gold, lead and zinc demand and prices, and such prices will be materially consistent with or more favourable than those anticipated in the PFS (as defined under "Description of the Business – KHSD Property"); (7) the actual nature, size and grade of its mineral resources are materially consistent with the resource estimates reported, including the PFS; (8) labor and other industry services will be available to the Corporation at prices consistent with internal estimates; (9) the continuances of existing and, in certain circumstances, proposed tax and royalty regimes; and (10) that other parties will continue to meet and satisfy their contractual obligations to the Corporation. Statements concerning mineral reserve and resource estimates may also be deemed to constitute forward-looking information to the extent that they involve estimates of the mineralization that will be encountered if the property is developed. Other material factors and assumptions are discussed throughout this MD&A and, in particular, under both “Critical Accounting Estimates” and “Risk Factors”.

 

- 34 - 

 

 

The Corporation's forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made and should not be relied on as representing the Corporation's views on any subsequent date. While the Corporation anticipates that subsequent events may cause its views to change, the Corporation specifically disclaims any intention or any obligation to update forward-looking statements if circumstances or management's beliefs, expectations or opinions should change, except as required by applicable law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

 

Technical Disclosure Cautionary Note to U.S. Investors – Information Concerning Preparation of Resource Estimates

 

The material scientific and technical information in respect of Alexco’s KHSD project in the MD&A, unless otherwise indicated is based upon the information contained in the PFS. Readers are encouraged to read the PFS, which is available under the Corporation’s profile on SEDAR, for detailed information concerning KHSD. All disclosure contained in this MD&A regarding the mineral reserves and mineral resource estimates and economic analysis on the property is fully qualified by the full disclosure contained in the PFS.

 

A production decision which is made without a feasibility study of mineral reserves demonstrating economic and technical viability carries additional potential risks which include, but are not limited to, the risk that additional detailed work may be necessary with respect to mine design and mining schedules, metallurgical flow sheets and process plant designs, and the noted inherent risks pertaining to the inclusion of approximately 2% Inferred Mineral Resources (as defined herein) in the mine plan.

 

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 United States securities laws. The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) – CIM Definition Standards for Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ from the definitions in the United States Securities and Exchange Commission’s (“SEC”) Industry Guide 7 under the United States Securities Act of 1933, as amended. Under SEC Industry Guide 7, 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 all necessary permits and government authorizations 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. Under Canadian rules, Inferred Mineral Resources (as defined herein) can only be used in economic studies as provided under NI 43-101. 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. An “Inferred Mineral Resource” is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource (as defined herein) and must not be converted to a mineral reserve. It is reasonably expected that the majority of inferred mineral resources could be upgraded to indicated mineral resources with continued exploration. 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 concerning mineral deposits contained in this MD&A 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.

 

The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC. These amendments became effective February 25, 2019 (the “SEC Modernization Rules”) and, following a two-year transition period, the SEC Modernization Rules will replace the historical property disclosure requirements for mining registrants that are included in SEC Industry Guide 7. Following the transition period, as a foreign private issuer that files its annual report of Form 40-F with the SEC pursuant to the multi-jurisdictional disclosure system, the Company is not required to provide disclosure on its mineral properties under the SEC Modernization Rules and will continue to provide disclosure under NI 43-101 and the CIM Definition Standards. If the Company ceases to be a foreign private issuer or lose its eligibility to file its annual report on Form 40-F pursuant to the multi-jurisdictional disclosure system, then the Company will be subject to the SEC Modernization Rules which differ from the requirements of NI 43-101 and the CIM Definition Standards.

 

Additional Information

 

Additional information relating to Alexco, including Alexco’s AIF for the year ended December 31, 2019 can be found on the Corporation’s profile on SEDAR at www.sedar.com.

 

- 35 - 

 

Exhibit 99.4

 

CERTIFICATION

 

I, Clynton R. Nauman, certify that:

 

1. I have reviewed this annual report on Form 40-F of Alexco Resource 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 annual 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 issuer’s other certifying officer 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 control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(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 issuer’s 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 issuer’s 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 issuer’s internal control over financial reporting; and

 

5. The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s 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 issuer’s 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 issuer’s internal control over financial reporting.

 

Date: March 11, 2020 By: /s/ Clynton R. Nauman
    Clynton R. Nauman
    Chief Executive Officer

 

 

 

 

Exhibit 99.5

 

CERTIFICATION

 

I, Michael Clark, certify that:

 

1. I have reviewed this annual report on Form 40-F of Alexco Resource 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 annual 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 issuer’s other certifying officer 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 control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(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 issuer’s 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 issuer’s 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 issuer’s internal control over financial reporting; and

 

5. The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s 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 issuer’s 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 issuer’s internal control over financial reporting.

 

Date: March 11, 2020 By: /s/ Michael Clark
    Michael Clark
    Chief Financial Officer

 

 

 

 

Exhibit 99.6

 

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 Alexco Resource Corp. (the “Corporation”) on Form 40-F for the year ended December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Clynton R. Nauman, Chief Executive Officer of the Corporation, 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 Corporation.

 

  March 11, 2020 /s/ Clynton R. Nauman
  Clynton R. Nauman
  Chief Executive Officer

 

A signed original of this written statement required by Section 906 has been provided to Alexco Resource Corp. and will be retained by Alexco Resource Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

 

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 Alexco Resource Corp. (the “Corporation”) on Form 40-F for the year ended December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Clark, Chief Financial Officer of the Corporation, 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 Corporation.

 

  March 11, 2020 /s/ Michael Clark
  Michael Clark
  Chief Financial Officer

 

A signed original of this written statement required by Section 906 has been provided to Alexco Resource Corp. and will be retained by Alexco Resource Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

Exhibit 99.8

 

Consent of Independent Registered Public Accounting Firm

 

We hereby consent to the incorporation by reference in this Annual Report on Form 40-F for the year ended December 31, 2019 of Alexco Resource Corp. of our report dated March 11, 2020, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in the Exhibit incorporated by reference in this Annual Report.

 

We also consent to the incorporation by reference in the Registration Statement on Form F-10/A (No. 333-227024) of Alexco Resource Corp. of our report dated March 11, 2020 referred to above.

 

We also consent to reference to us under the heading “Interests of Experts,” which appears in the Annual Information Form included in the Exhibit incorporated by reference in this Annual Report on Form 40-F, which is incorporated by reference in such Registration Statement.

 

 

/s/PricewaterCoopers LLP

 

Chartered Professional Accountants
Vancouver, Canada
March 11, 2020

 

 

 

Exhibit 99.9

 

Mining Plus Canada

 

March 11, 2020

 

TO: Alexco Resource Corp.
  British Columbia Securities Commission
  Ontario Securities Commission
  Alberta Securities Commission
  Saskatchewan Financial Services Commission
  Manitoba Securities Commission
  United States Securities and Exchange Commission
  Toronto Stock Exchange

 

Re: Alexco Resource Corp. (the "Company")
  Consent of Expert

 

Reference is made to the technical report entitled "NI 43-101 Preliminary Feasibility Study on the Keno Hill Silver District Project, Yukon, Canada" with an effective date of March 28, 2019 and dated May 8, 2019, as amended February 13, 2020 (the "Report").

 

In connection with the Company's annual information form dated March 11, 2020 for the year ended December 31, 2019 (the "AIF"), I, Adrian Churcher, P.Eng., on behalf of myself and Mining Plus Canada, consent to the use of my name and Mining Plus Canada’s name and references to the Report, or portions thereof, in the AIF and to the inclusion or incorporation by reference of information derived from the Report in the AIF.

 

I confirm that I have read the AIF and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Report or that are within my knowledge as a result of the services performed by me in connection with the Report.

 

I consent to the use of my name and the name of Mining Plus Canada and the incorporation by reference in the Company’s Form 40-F and Form F-10 (File No. 333-227024) of the AIF.

 

  Yours truly,
   
  /s/ Adrian Churcher
  Adrian Churcher, P.Eng.

 

 

 

Exhibit 99.10

 

Mining Plus Canada

 

March 11, 2020

 

TO: Alexco Resource Corp.
  British Columbia Securities Commission
  Ontario Securities Commission
  Alberta Securities Commission
  Saskatchewan Financial Services Commission
  Manitoba Securities Commission
  United States Securities and Exchange Commission
  Toronto Stock Exchange

 

Re: Alexco Resource Corp. (the "Company")
  Consent of Expert

 

Reference is made to the technical report entitled "NI 43-101 Preliminary Feasibility Study on the Keno Hill Silver District Project, Yukon, Canada" with an effective date of March 28, 2019 and dated May 8, 2019, as amended February 13, 2020 (the "Report").

 

In connection with the Company's annual information form dated March 11, 2020 for the year ended December 31, 2019 (the "AIF"), I, Zach Allright, P.Eng., on behalf of myself and Mining Plus Canada, consent to the use of my name and Mining Plus Canada's name and references to the Report, or portions thereof, in the AIF and to the inclusion or incorporation by reference of information derived from the Report in the AIF.

 

I confirm that I have read the AIF and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Report or that are within my knowledge as a result of the services performed by me in connection with the Report.

 

  Yours truly,
   
  /s/ Zach Allwright
  Zach Allwright, P.Eng.

 

 

 

Exhibit 99.11

 

Mining Plus Canada

 

March 11, 2020

 

TO: Alexco Resource Corp.
  British Columbia Securities Commission
  Ontario Securities Commission
  Alberta Securities Commission
  Saskatchewan Financial Services Commission
  Manitoba Securities Commission
  United States Securities and Exchange Commission
  Toronto Stock Exchange

 

Re: Alexco Resource Corp. (the "Company")
  Consent of Expert

 

Reference is made to the technical report entitled "NI 43-101 Preliminary Feasibility Study on the Keno Hill Silver District Project, Yukon, Canada" with an effective date of March 28, 2019 and dated May 8, 2019, as amended February 13, 2020 (the "Report").

 

In connection with the Company's annual information form dated March 11, 2020 for the year ended December 31, 2019 (the "AIF"), I, Paul Hughes, Ph.D, P.Eng., on behalf of myself and Mining Plus Canada, consent to the use of my name and Mining Plus Canada's name and references to the Report, or portions thereof, in the AIF and to the inclusion or incorporation by reference of information derived from the Report in the AIF.

 

I confirm that I have read the AIF and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Report or that are within my knowledge as a result of the services performed by me in connection with the Report.

 

  Yours truly,
   
  /s/ Paul Hughes
  Paul Hughes, Ph.D., P.Eng.

 

 

 

Exhibit 99.12

 

Tetra Tech Canada Inc.

 

March 11, 2020

 

TO: Alexco Resource Corp.
  British Columbia Securities Commission
  Ontario Securities Commission
  Alberta Securities Commission
  Saskatchewan Financial Services Commission
  Manitoba Securities Commission
  United States Securities and Exchange Commission
  Toronto Stock Exchange

 

Re: Alexco Resource Corp. (the "Company")
  Consent of Expert

 

Reference is made to the technical report entitled "NI 43-101 Preliminary Feasibility Study on the Keno Hill Silver District Project, Yukon, Canada" with an effective date of March 28, 2019 and dated May 8, 2019, as amended February 13, 2020 (the "Report").

 

In connection with the Company's annual information form dated March 11, 2020 for the year ended December 31, 2019 (the "AIF"), I, Hassan Ghaffari, P.Eng., on behalf of myself and Tetra Tech Canada Inc., consent to the use of my name and Tetra Tech Canada Inc.'s name and references to the Report, or portions thereof, in the AIF and to the inclusion or incorporation by reference of information derived from the Report in the AIF.

 

I confirm that I have read the AIF and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Report or that are within my knowledge as a result of the services performed by me in connection with the Report.

 

  Yours truly,
   
  /s/ Hassan Ghaffari
  Hassan Ghaffari, P.Eng.

 

 

 

Exhibit 99.13

 

Tetra Tech Canada Inc.

 

March 11, 2020

 

TO: Alexco Resource Corp.
  British Columbia Securities Commission
  Ontario Securities Commission
  Alberta Securities Commission
  Saskatchewan Financial Services Commission
  Manitoba Securities Commission
  United States Securities and Exchange Commission
  Toronto Stock Exchange

 

Re: Alexco Resource Corp. (the "Company")
  Consent of Expert

 

Reference is made to the technical report entitled "NI 43-101 Preliminary Feasibility Study on the Keno Hill Silver District Project, Yukon, Canada" with an effective date of March 28, 2019 and dated May 8, 2019, as amended February 13, 2020 (the "Report").

 

In connection with the Company's annual information form dated March 11, 2020 for the year ended December 31, 2019 (the "AIF"), I, Ting Lu, M.Sc., P.Eng., on behalf of myself and Tetra Tech Canada Inc., consent to the use of my name and Tetra Tech Canada Inc.'s name and references to the Report, or portions thereof, in the AIF and to the inclusion or incorporation by reference of information derived from the Report in the AIF.

 

I confirm that I have read the AIF and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Report or that are within my knowledge as a result of the services performed by me in connection with the Report.

 

  Yours truly,
   
  /s/ Ting Lu
  Ting Lu, M.Sc., P.Eng

 

 

 

Exhibit 99.14

 

SRK Consulting (Canada) Inc.

 

March 11, 2020

 

TO: Alexco Resource Corp.
  British Columbia Securities Commission
  Ontario Securities Commission
  Alberta Securities Commission
  Saskatchewan Financial Services Commission
  Manitoba Securities Commission
  United States Securities and Exchange Commission
  Toronto Stock Exchange

 

Re: Alexco Resource Corp. (the "Company")
  Consent of Expert

 

Reference is made to the technical report entitled "NI 43-101 Preliminary Feasibility Study on the Keno Hill Silver District Project, Yukon, Canada" with an effective date of March 28, 2019 and dated May 8, 2019, as amended February 13, 2020 (the "Report").

 

In connection with the Company's annual information form dated March 11, 2020 for the year ended December 31, 2019 (the "AIF"), I, Gilles Arnseneau, Ph.D., P.Eng., on behalf of myself and SRK Consulting (Canada) Inc., consent to the use of my name and SRK Consulting (Canada) Inc.'s name and references to the Report, or portions thereof, in the AIF and to the inclusion or incorporation by reference of information derived from the Report in the AIF.

 

I confirm that I have read the AIF and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Report or that are within my knowledge as a result of the services performed by me in connection with the Report.

 

  Yours truly,
   
  /s/ Gilles Arseneau
  Gilles Arseneau, Ph.D., P. Geo.

 

 

 

Exhibit 99.15

 

SRK Consulting (Canada) Inc.

 

March 11, 2020

 

TO: Alexco Resource Corp.
  British Columbia Securities Commission
  Ontario Securities Commission
  Alberta Securities Commission
  Saskatchewan Financial Services Commission
  Manitoba Securities Commission
  United States Securities and Exchange Commission
  Toronto Stock Exchange

 

Re: Alexco Resource Corp. (the "Company")
  Consent of Expert

 

Reference is made to the technical report entitled "NI 43-101 Preliminary Feasibility Study on the Keno Hill Silver District Project, Yukon, Canada" with an effective date of March 28, 2019 and dated May 8, 2019, as amended February 13, 2020 (the "Report").

 

In connection with the Company's annual information form dated March 11, 2020 for the year ended December 31, 2019 (the "AIF"), I, Cliff Revering, P.Eng., on behalf of myself and SRK Consulting (Canada) Inc., consent to the use of my name and SRK Consulting (Canada) Inc.'s name and references to the Report, or portions thereof, in the AIF and to the inclusion or incorporation by reference of information derived from the Report in the AIF.

 

I confirm that I have read the AIF and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Report or that are within my knowledge as a result of the services performed by me in connection with the Report.

 

  Yours truly,
   
  /s/ Cliff Revering
  Cliff Revering, P.Eng.

 

 

 

Exhibit 99.16

 

Geostrat Consulting Inc.

March 11, 2020

 

TO: Alexco Resource Corp.
  British Columbia Securities Commission
  Ontario Securities Commission
  Alberta Securities Commission
  Saskatchewan Financial Services Commission
  Manitoba Securities Commission
  United States Securities and Exchange Commission
  Toronto Stock Exchange

 

Re: Alexco Resource Corp. (the "Company")
  Consent of Expert

 

Reference is made to the technical report entitled "NI 43-101 Preliminary Feasibility Study on the Keno Hill Silver District Project, Yukon, Canada" with an effective date of March 28, 2019 and dated May 8, 2019, as amended February 13, 2020 (the "Report").

 

In connection with the Company's annual information form dated March 11, 2020 for the year ended December 31, 2019 (the "AIF"), I, David Farrow, Pr.Sci.Nat, P.Geo., on behalf of myself and Geostrat Consulting Inc., consent to the use of my name and Geostrat Consulting Inc.'s name and references to the Report, or portions thereof, in the AIF and to the inclusion or incorporation by reference of information derived from the Report in the AIF.

 

I confirm that I have read the AIF and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Report or that are within my knowledge as a result of the services performed by me in connection with the Report.

 

  Yours truly,
   
  /s/ David Farrow
  David Farrow, Pr.Sci.Nat, P.Geo.

 

 

 

Exhibit 99.17

 

CONSENT

 

TO: United States Securities and Exchange Commission
  Alexco Resource Corp.
  British Columbia Securities Commission
  Alberta Securities Commission
  Ontario Securities Commission
  Saskatchewan Financial Services Commission
  Manitoba Securities Commission
  United States Securities and Exchange Commission
  Toronto Stock Exchange


Dear Sirs/Mesdames:

 

RE: Technical Information in Annual Information Form

 

Reference is made to the annual information form of the Company for the year ended December 31, 2019 (the “AIF”).

 

I consent to being named as a qualified person in the AIF and authorize the use of the information represented in the AIF as having been prepared by me or under my supervision. I confirm that I have read the AIF and have no reason to believe that there are any misrepresentations in the information contained therein that are: (i) derived from the information represented in the AIF as having been prepared by me or under my supervision; or (ii) within my knowledge as a result of the services performed by me in connection with such information.

 

I consent to the use of my name and the incorporation by reference in the Company’s Form 40-F and Form F-10 (File No. 333-227024) of the AIF.

 

Dated this 11th day of March, 2020.

 

Yours truly,
 
/s/ Alan McOnie  
Alan McOnie, FAusIMM

 

 

 

 

Exhibit 99.18

 

CONSENT

 

TO: United States Securities and Exchange Commission
  Alexco Resource Corp.
  British Columbia Securities Commission
  Alberta Securities Commission
  Ontario Securities Commission
  Saskatchewan Financial Services Commission
  Manitoba Securities Commission
  United States Securities and Exchange Commission
  Toronto Stock Exchange

 

Dear Sirs/Mesdames:

 

RE: Technical Information in Annual Information Form

 

Reference is made to the annual information form of the Company for the year ended December 31, 2019 (the “AIF”).

 

I consent to being named as a qualified person in the AIF and authorize the use of the information represented in the AIF as having been prepared by me or under my supervision. I confirm that I have read the AIF and have no reason to believe that there are any misrepresentations in the information contained therein that are: (i) derived from the information represented in the AIF as having been prepared by me or under my supervision; or (ii) within my knowledge as a result of the services performed by me in connection with such information.

 

I consent to the use of my name and the incorporation by reference in the Company’s Form 40-F and Form F-10 (File No. 333-227024) of the AIF.

 

Dated this 11th day of March, 2020.

 

Yours truly,
 
/s/ Neil Chambers  
Neil Chambers, P.Eng.