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, 2017

 

   

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)

 

Alexco Water and Environment Inc. Copies to:
12150 E. Briarwood Ave, Ste #135 Jason K. Brenkert
Centennial, CO  80112 Dorsey & Whitney LLP
 (303) 862-3929 1400 Wewatta Street, Suite 400
(Name, address (including zip code) and telephone number (including area Denver, Colorado 80202
code) of agent for service in the United States)  (303) 352-1133

 

 

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

 

Title of Each Class: Name of Each Exchange On Which Registered:
Common Shares, no par value NYSE 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, 2017, 101,607,752 common shares of the Registrant were issued and outstanding.

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.        x Yes       ¨ No

 

 

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). ¨ Yes ¨ No

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act .
¨ Emerging growth company.

 

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

  

 

   

 

 

 

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, and 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 amended 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, 2016; (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 Preliminary Economic Assessment (“PEA”) (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; (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 international auditing and auditor independence standards and 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, 2017, 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$1.2545.

 

RESOURCE AND RESERVE ESTIMATES

 

The Corporation’s Annual Information Form for the fiscal year ended December 31, 2017 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, 2017 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 Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) - CIM Definition Standards on Mineral Resources and Mineral Reserves , adopted by the CIM Council, as amended. These definitions differ materially from the definitions in SEC Industry Guide 7 (“SEC Industry Guide 7”) under the United States Securities Act of 1933, as amended. Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves, and the primary environmental analysis or report must be filed with the appropriate governmental authority.

 

In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that all or any part of a mineral deposit in these categories will ever be converted into SEC Industry Guide 7 reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC Industry Guide 7 standards as in place tonnage and grade without reference to unit measures.

 

Accordingly, information contained in this annual report on Form 40-F and the documents incorporated by reference herein 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.

 

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ANNUAL INFORMATION FORM

 

The Corporation’s Annual Information Form for the fiscal year ended December 31, 2017 is filed as Exhibit 99.1 to this annual report on Form 40-F and is incorporated by reference herein.

 

AUDITED ANNUAL FINANCIAL STATEMENTS

 

The audited consolidated financial statements of the Corporation as at and for the years ended December 31, 2017 and 2016, Management’s Report on Internal Control over Financial Reporting, and 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, 2017 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, 2017, 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, 2017.

 

Attestation Report of Independent Registered Accounting Firm

 

The effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2017 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, filed as 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, 2017 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 Richard Zimmer, 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, Michael Winn served on the Compensation Committee from January 1, 2017 through April 17, 2017 when Elaine Sanders replaced Mr. Winn on the Committee. The Board has determined that Mr. Winn was independent (under the rules of the TSX and pursuant to Sections 803A and 805(c)(1) of the NYSE American Company Guide) during the time he served on the Audit 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.

 

The Nominating & Corporate Governance Committee is composed of Rick Van Nieuwenhuyse, Elaine Sanders and Michael Winn. Rick Van Nieuwenhuyse and Elaine Sanders, in the opinion of the Board of Directors, are independent under the rules of the TSX and the NYSE American. Michael Winn, in the opinion of the Board of Directors, is independent under the rules of the NYSE American and not considered independent under the rules of the TSX. During the fiscal year covered by this report, Terry Krepiakevich served on the Nominating and Corporate Governance Committee from January 1, 2017 through April 17, 2017 when Michael Winn replaced Terry Krepiakevich on the Committee. The Board has determined that Mr. Krepiakevich was independent (as determined under the rules of the TSX and NYSE American) during the time he served on the Nominating and Corporate Governance Committee.The Corporation’s Nominating and Corporate Governance Committee Charter is available on the Company’s website at www.alexcoresource.com .

 

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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, 2017, 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. During the fiscal year covered by this report, Michael Winn served on the Audit Committee from January 1, 2017 through April 17, 2017 when Richard Zimmer replaced Mr. Winn on the Committee. The Board has determined that Mr. Winn was independent (as determined under Rule 10A-3 of the Exchange Act, Section 803A of the NYSE American Company Guide) during the time he served on the Audit Committee.

 

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. (formerly NovaCopper 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.

 

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Audit Committee Financial Expert

 

During the Corporation’s year ended December 31, 2017, the Board of Directors determined that Mr. Terry Krepiakevich qualified as the Audit Committee’s “financial expert,” as defined in Item 407(d)(5)(ii) of Regulation S-K under the Exchange Act and was “financially sophisticated” as determined under Section 803(B)(2)(iii) of the NYSE Company Guide.

 

Mr. Krepiakevich qualifies as a financial expert and is financially sophisticated, in that he has an understanding of Canadian and United States 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.

 

PRINCIPAL ACCOUNTING FEES AND SERVICES

 

PricewaterhouseCoopers LLP 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 Audit Related Fees Tax Fees All Other Fees

Year ended

December 31, 2017

 

$224,300

 

$50,925

 

$Nil

 

$7,875

Year ended

December 31, 2016

 

$242,500

 

$45,000

 

$Nil

 

$Nil

 

“Audit Fees” are the aggregate fees billed by PwC for the audits of the Corporation’s consolidated annual financial statements and internal control over financial reporting that are provided in connection with statutory and regulatory filings or engagements.

 

“Audit-Related Fees” are fees charged by PwC for assurance and related services that are reasonably related to the performance of the review of the Corporation’s financial statements and are not reported under “Audit Fees”. This category includes but is not limited to fees billed for independent accountant review of the interim financial statements and Management’s Discussion and Analysis, advisory services associated with the Corporation’s financial reporting and fees charged for services rendered in connection with registration statements and other securities offering documents.

 

“Tax Fees” are fees for professional services rendered by PwC for tax compliance, tax advice on actual or contemplated transactions.

 

“All Other Fees” include all fees charged by PwC for products or services other than those charged for “Audit Fees”, “Audit-Related Fees” and “Tax Fees”.

 

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, 2017, 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.

 

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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.

 

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. 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, 2017 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
Operating Leases $732 $341 $391 $Nil $Nil
Purchase obligations 240 60 120 60 Nil
Decommissioning and rehabilitation provision (undiscounted basis)

 

6,187

 

36

 

809

 

172

 

5,170

TOTAL $7,159 $437 $1,320 $232 $5,170

 

NOTICES PURSUANT TO REGULATION BTR

 

There were no notices required by Rule 104 of Regulation BTR that the Registrant sent during the year ended December 31, 2017 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.

 

NYSE 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.

 

  7  

 

 

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.

 

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, 2017, 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, 2017
99.2 Consolidated Financial Statements for the years ended December 31, 2017 and 2016
99.3

Management’s Discussion and Analysis for the year ended December 31, 2017

   
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 Auditors
99.9 Consent of Gilles Arseneau, Ph.D., P.Geo.
99.10 Consent of Jeffrey B. Austin, P.Eng.
99.11 Consent of Torben Jensen, P. Eng.
99.12 Consent of R. Dennis Bergen, P.Eng.
99.13 Consent of David Farrow, Pr.Sci.Nat, P.Geo.
99.14 Consent of Alan McOnie, FAusIMM
99.15 Consent of Scott Smith, P.Eng.

 

  9  

 

   

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 14, 2018

 

  10  

 

 

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, 2017

 

Dated March 14, 2018

 

 

 

 

TABLE OF CONTENTS

 

  Page
   
PRELIMINARY NOTES 3
GLOSSARY OF TECHNICAL TERMS 5
CORPORATE STRUCTURE 9
GENERAL DEVELOPMENT OF THE BUSINESS 9
Formation of the Corporation 9
Three Year History and Significant Acquisitions 9
DESCRIPTION OF THE BUSINESS 12
Mining Business 12
KHSD Property 13
Environmental Services 13
General 13
Keno Hill Project 14
Social and Environmental Policies 15
Risk Factors 15
Negative Cash Flow From Operating Activities 15
Forward-Looking Statements May Prove Inaccurate 15
Dilution 15
Exploration, Evaluation and Development 16
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 16
Amendments to Share Purchase Agreement with Wheaton 16
Keno Hill District 17
Mining Operations 17
Employee Recruitment and Retention 17
Permitting and Environmental Risks and Other Regulatory Requirements 18
Environmental Services 18
Potential Profitability of Mineral Properties Depends Upon Factors Beyond the Control of the Corporation 19
First Nation Rights and Title 19
Title to Mineral Properties 19
Capitalization and Commercial Viability 19
General Economic Conditions May Adversely Affect the Corporation’s Growth and Profitability 19
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 20
DIVIDENDS 21
DESCRIPTION OF CAPITAL STRUCTURE 21
MARKET FOR SECURITIES 22
Trading Price and Volume 22
Securities Not Listed or Quoted 22
DIRECTORS AND OFFICERS 23
Name, Occupation and Security Holding 23
Cease Trade Orders, Bankruptcies, Penalties or Sanctions 24
Conflicts of Interest 25

 

 

 

 

AUDIT COMMITTEE INFORMATION 26
Audit Committee Charter 26
Composition of the Audit Committee 30
Reliance on Certain Exemptions 31
Audit Committee Oversight 31
Pre-Approval Policies and Procedures 31
External Auditor Service Fees (By Category) 32
LEGAL PROCEEDINGS AND REGULATORY ACTIONS 32
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS 32
TRANSFER AGENTS AND REGISTRARS 32
MATERIAL CONTRACTS 32
INTERESTS OF EXPERTS 33
Names of Experts 33
Interests of Experts 33
ADDITIONAL INFORMATION 33
SCHEDULE "A" 34

 

 

 

 

PRELIMINARY NOTES

 

In this Annual Information Form (“ AIF ”), Alexco Resource Corp. is referred to as the “ Corporation ” or “ Alexco ”. All information contained herein is as at and for the year ended December 31, 2017, 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 Company 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.

 

  - 3 -  

 

 

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 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, 2017; (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 Preliminary Economic Assessment (“ PEA ”) (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; (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” .

 

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.

 

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

 

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 standards, mineralization cannot be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally extracted at the time the reserve determination is made. As applied 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. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC Industry Guide 7 standards as in place tonnage and grade without reference to unit measures.

 

Accordingly, information 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.

 

  - 4 -  

 

 

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 Scott Smith, P.Eng., Mine Manager , 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 used in this AIF:

 

Acre   An area of 4,840 square yards or 43,560 square feet.
     
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 and Metallurgy.
     
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.
     
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.
     
km   Kilometers.
     
m   Meters.
     
Mineral Reserve, Proven Mineral Reserve, Probable Mineral Reserve  

Under CIM standards, a Mineral Reserve is the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by a preliminary feasibility study or feasibility study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined.

 

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

 

  - 5 -  

 

 

   

Mineral Reserves under CIM standards are those parts of Mineral Resources which, after the application of all mining factors, result in an estimated tonnage and grade which, in the opinion of the qualified person(s) making the estimates, is the basis of an economically viable project after taking account of all relevant processing, metallurgical, economic, marketing, legal, environment, socio-economic and government factors. Mineral Reserves are inclusive of diluting material that will be mined in conjunction with the Mineral Reserves and delivered to the treatment plant or equivalent facility. The term ‘Mineral Reserve’ needs not necessarily signify that extraction facilities are in place or operative or that all governmental approvals have been received. It does signify that there are reasonable expectations of such approvals.

 

Under CIM standards, 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.

 

Proven Mineral Reserve: A Proven Mineral Reserve is the economically mineable part of a Measured Mineral Resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that the economic extraction can be justified.

 

Probable Mineral Reserve: A Probable Mineral Reserve is the economically mineable part of an Indicated and, in some circumstances, a Measured Mineral Resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that the economic extraction can be justified.

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

Under CIM standards, Mineral Resource is a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the earth's crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge.

 

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 “Preliminary Notes – Cautionary Note to U.S. Investors – Information Concerning Preparation of Resource Estimates”.

 

A mineral resource estimate is based on information on the geology of the deposit and the continuity of mineralization. Assumptions concerning economic and operating parameters , including cut-off grades and economic mining widths, based on factors typical for the type of deposit, may be used if these factors have not been specifically established for the deposit at the time of the mineral resource estimate. A mineral resource is categorized on the basis of the degree of confidence in the estimate of quantity and grade or quality of the deposit, as follows:

 

  - 6 -  

 

 

   

Inferred Mineral Resource: Under CIM standards, an Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.

 

Indicated Mineral Resource: Under CIM standards, an Indicated Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.

 

Measured Mineral Resource: Under CIM standards, a Measured Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.

     
Mineralization   The concentration of metals and their chemical compounds within a body of rock.
     
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.
     
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.
     
Pb   Lead.
     
Quartz   A mineral composed of silicon dioxide.
     
Strike   Direction or trend of a geologic structure as it intersects the horizontal.
     
Ton   Also referred to as “short ton”, a United States unit of weight equivalent to 2,000 pounds.
     
Tonne   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.

 

  - 7 -  

 

 

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
Acres   Hectares (“ ha ”)   0.405
Hectares   Acres   2.471
Grams   Ounces (Troy)   0.03215
Grams/Tonnes   Ounces (Troy)/Short Ton   0.02917
Tonnes (metric)   Pounds   2,205
Tonnes (metric)   Short Tons   1.1023

 

  - 8 -  

 

 

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 10th Floor, 595 Howe Street, Vancouver, British Columbia, V6C 2T5, 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 ”);

 

· Alexco Environmental Group Inc. (formerly Access Mining Consultants Ltd.), organized under the laws of Yukon (“ AEG Canada ”);

 

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

 

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

 

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.

 

Alexco operates two principal businesses: (i) a mining business, comprised of mineral exploration and mine development and operation in Canada, primarily in Yukon Territory; and (ii) through its Alexco Environmental Group Division (through AEG Canada and AWE), provision of 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 in Canada, the United States and elsewhere.

 

Three Year History and Significant Acquisitions

 

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.

 

  - 9 -  

 

 

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.

 

Under terms of the original Silver Purchase Agreement (entered into on October 2, 2008 and 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):

 

· 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;

 

· 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.

 

  - 10 -  

 

 

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;

 

· 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 .

 

In addition to the mining business described above, the Corporation also operates an environmental services business through its Alexco Environmental Group division (“ AEG ”). Primarily through AEG Canada, AWE and ERDC, AEG provides 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. AEG operations also include the care and maintenance and closure reclamation activities being conducted by the Corporation in the Keno Hill District under the Subsidiary Agreement. Alexco also owns certain patents (the “ Patents ”) registered or in the process of being registered in the U.S., Canada and various other countries around the world, with terms that expire variously between 2017 and 2020. The Patents generally pertain to the in-situ immobilization of metals, and are specifically suited to mine closure related remediation.

 

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”.

 

On December 8, 2015, the Corporation completed an underwritten private placement of 5,662,500 flow-through common shares at a price of C$0.53 per share for gross proceeds of $3,001,125. The underwriter, Canaccord Genuity Corp., received a cash commission of $195,073 representing 6.5% of the gross proceeds, as well as 368,062 underwriter’s warrants, with each underwriter’s warrant entitling the holder to purchase one common share at a price of C$0.53 until December 8, 2017. These warrants were exercised in full prior to expiry.

 

On December 8, 2015, the Corporation also completed a concurrent non-brokered private placement of 2,000,000 common shares at a price of $0.48 per share for gross proceeds of $960,000, for which the Corporation paid a finder’s fee of $57,600.

 

  - 11 -  

 

 

On May 17, 2016, the Corporation completed a non-brokered private placement of 10,839,972 units at a price of $1.20 per unit for aggregate gross proceeds of $13,007,966. Each unit consisted of one common share and one-half of one non-transferable common share purchase warrant, each whole such warrant entitling the holder to purchase one additional common share of the Corporation at a price of $1.75 per share until May 17, 2018. If, following September 18, 2016, the closing price of Corporation’s common shares on the Toronto Stock Exchange is higher than $2.50 for a period of 10 consecutive trading days (the “ Trigger Date ”), the expiry date of these warrants may be accelerated to the date that is 10 trading days after the Trigger Date by the issuance of a news release within two trading days of the Trigger Date announcing such acceleration (the “ Acceleration Provision ”). The Corporation paid Sprott Private Wealth LP and certain of its affiliates a cash commission equal to the 5% of the gross proceeds from the sale of 7.51 million units and issued an aggregate of 225,300 finder’s warrants, each of which is exercisable for one common share of the Corporation at a price of $1.49 until May 17, 2018, subject to the Acceleration Provision. The Corporation also paid finder’s fees in the aggregate amount of $176,110 to other arm’s length finders, representing a cash commission equal to 5% of the gross proceeds received in respect of the sale of 2.94 million units to purchasers introduced to the Corporation by such finders.

 

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.

 

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.

 

DESCRIPTION OF THE BUSINESS

 

The Corporation operates two principal businesses: a mining business, comprised of mineral exploration and mine development and operation in Canada, primarily in Yukon Territory; and through AEG an environmental services business, providing consulting, remediation solutions and project management services in respect of environmental permitting and compliance and site remediation, in Canada, the United States and elsewhere.

 

At December 31, 2017, the Corporation had 79 permanent and seasonal employees. A total of 31 were employed in the care and maintenance of the Bellekeno mine and mill site care and maintenance, a further 8 were employed in mineral exploration and evaluation activities. A total of 31 were employed in the environmental services business, with the remaining 9 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 217 million ounces of silver produced at average grades of 44.7 ounces per tonne silver, 5.6% lead and 3.1% zinc.

 

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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 (“KHSD”) as detailed in the PEA, 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 aggregate, Alexco’s mineral rights and holdings within the Keno Hill District currently comprise 725 surveyed quartz mining leases, 846 unsurveyed quartz mining claims, eight (8) placer claims and two (2) crown grants, in addition to five (5) 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 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.

 

KHSD Property

 

The Corporation’s KHSD property (as detailed in the PEA) encompasses the Flame & Moth, Bermingham, Lucky Queen, Bellekeno and Onek deposits and comprises 703 surveyed quartz mining leases and 866 unsurveyed quartz mining claims and two Crown Grants, of which about half of the tenements are UKHM derived rights.

 

An independent technical report dated March 29, 2017 with an effective date of January 3, 2017 prepared by Roscoe Postle Associates Inc. (" RPA ") entitled "Preliminary Economic Assessment of the Keno Hill Silver District Project, Yukon, Canada" (the " PEA ") 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 PEA , which summary has been updated and conformed to be consistent with other disclosure within this AIF.

 

The detailed disclosure contained in the PEA is hereby incorporated by reference. It is noted that the PEA contains references and/or assumptions relating to the dates for re-starting or continuing mining operations or development work at certain of Alexco's mineral properties. Notwithstanding the incorporation by reference herein of the PEA and reproduction of the summary section in Schedule “A” hereto, such dates were projections made at the time the PEA was prepared and are not necessarily reflective of Alexco's current plans. Re-start of mining operations and/or development work is dependent on a number of factors, including 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

 

The Corporation’s environmental services 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 AEG Canada and ERDC, the U.S. market through AWE, and the balance of the Americas through either AEG Canada or AWE. The Corporation provides its services to a range of industrial sectors, but with a particular focus on current and former mine sites.

 

  - 13 -  

 

 

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, 2017 totaled $10,732,000, compared to $11,361,000 in 2016, all of which was derived from sales to external unrelated parties. During the year ended December 31, 2017, the Corporation recorded revenues from three customers representing 10% or more of total environmental services revenue, in the amounts of $3,419,000, $1,702,000 and $1,473,000. During 2016, AEG had three customers representing 10% or more of total revenue, in the amounts of $3,220,000, 3,044,000 and $1,746,000. AEG’s largest single customer is the Government of Canada, with a substantial component of Government revenues earned from the Government of Canada’s Indian and Northern Affairs Canada.

 

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.

 

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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.

 

Risk Factors

 

The following are major risk factors management has identified which relate to the Corporation’s business activities. Such risk factors could materially affect the Corporation's future financial results, 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. Other specific risk factors 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 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, 2017, 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.

 

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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 ore reserves exist, substantial expenditures will be required to confirm ore 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 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.

 

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. Mineral resource estimates are imprecise and depend upon geological interpretation and statistical inferences 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 March 29, 2017 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, 2019. If the completion test is not satisfied by December 31, 2019, 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.

 

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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

 

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, 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.

 

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 and the effectiveness of cost structure reduction measures, and the uncertainties around the achievement of these factors are significant.

 

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. Additional exacerbating factors specific to Alexco include competitive pressures in labour force demand from the oil sands sector in northern Alberta and the mining and oil & gas sectors in British Columbia, and the fact that Alexco’s Keno Hill District is a fly-in/fly-out operation. Alexco has experienced employee recruitment and retention challenges, particularly with respect to mill operators in 2011 and through the first three quarters of 2012. There can be no assurance that such challenges won’t continue or resurface, not only with respect to the mill but in other District operational areas as well including mining and exploration. Furthermore, any re-start of mining operations will necessitate the re-hiring of mine and mill personnel.

 

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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 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 and permit 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.

 

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 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.

 

Environmental Services

 

A material decline in the level of activity or reduction in industry willingness to spend capital on mine reclamation, remediation or environmental services could adversely affect demand for AEG's environmental services. Likewise, a material change in mining product commodity prices, the ability of mining companies to raise capital or changes in domestic or international political, regulatory and economic conditions could adversely affect demand for AEG's services.

 

One of AEG’s customers accounted for 32% of environmental services revenues in the 2017 fiscal year. The loss of, or a significant reduction in the volume of business conducted with this customer could have a significant detrimental effect on AEG’s environmental services business and the Corporation.

 

The patents which the Corporation owns or has access to or other proprietary technology may not prevent AEG's competitors from developing substantially similar technology, which may reduce AEG's competitive advantage. Similarly, the loss of access to any of such patents or other proprietary technology or claims from third parties that such patents or other proprietary technology infringe upon proprietary rights which they may claim or hold would be detrimental to AEG's reclamation and remediation business and a material adverse impact on the Corporation.

 

AEG may not be able to keep pace with continual and rapid technological developments that characterize the market for AEG's environmental services, and AEG’s failure to do so may result in a loss of its market share. Similarly, changes in existing regulations relating to mine reclamation and remediation activities could require AEG to change the way it conducts its business.

 

AEG is dependent on the professional skill sets of its employees, some of whom would be difficult to replace. The loss of any such employees could significantly affect AEG’s ability to service existing clients, its profitability and its ability to grow its business.

 

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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. 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. 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 .

 

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 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. As a result, the Corporation 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.

 

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:

 

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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.

 

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.

 

  - 20 -  

 

 

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.

 

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 14, 2018, 101,642,752 common shares of the Corporation were issued and outstanding.

 

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.

 

  - 21 -  

 

 

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 ”) under the symbol “AXR”, and on the NYSE American Equities Exchange (the “ NYSE American ”) under the symbol “AXU”. 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.

 

TSX

 

Period Volume High (C$) Low (C$)
December 2017 1,360,300 2.08 1.59
November 2017 2,056,400 1.86 1.52
October 2017 1,921,000 1.95 1.41
September 2017 1,580,900 2.28 1.81
August 2017 1,139,500 2.19 1.66
July 2017 553,600 1.81 1.62
June 2017 1,081,700 1.97 1.67
May 2017 1,264,400 1.97 1.71
April 2017 1,223,700 2.15 1.89
March 2017 2,369,000 2.32 1.85
February 2017 2,420,200 2.65 2.14
January 2017 2,283,400 2.50 1.81

 

NYSE American

 

Period Volume High (US$) Low (US$)
December 2017 5,264,000 1.64 1.25
November 2017 6,283,800 1.48 1.17
October 2017 5,726,500 1.57 1.10
September 2017 6,701,000 1.85 1.45
August 2017 5,691,200 1.75 1.30
July 2017 3,778,500 1.47 1.25
June 2017 6,411,900 1.50 1.25
May 2017 5,927,500 1.46 1.26
April 2017 5,543,700 1.61 1.36
March 2017 11,321,000 1.74 1.31
February 2017 9,263,500 2.04 1.61
January 2017 10,623,700 1.91 1.37

 

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 (“RSU”) and warrants. During the year ended December 31, 2017, 1,645,500 stock options, 235,000 RSUs and 126,174 warrants were issued.

 

  - 22 -  

 

 

During the year ended December 31, 2017, the Corporation issued the following warrants and granted the following stock options and RSUs to purchase common shares:

 

Class of Securities Date Issued Number Issued Price per Security
Stock Options (1) February 1, 2017 1,603,500 $2.32
Stock Options (1) August 16, 2017 1,603,500 $1.75
Warrants May 30, 2017 126,174 $2.15
RSUs February 1, 2017 235,000 $2.32
(1) Stock options granted by the Corporation expire five years from the date of grant.

 

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, 2017 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

Michael Winn

California, USA

Chairman and 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

Rick Van Nieuwenhuyse

British Columbia, Canada

Director (3)(4)(6) President and Chief Executive Officer of Trilogy Metals Inc. (formerly NovaCopper Inc.), a mineral exploration and development company, since November 2011; President and Chief Executive Officer of NovaGold Resources Inc., a mineral exploration and development company, from May 1999 to November 2011. Since January 11, 2005
Terry Krepiakevich
British Columbia, Canada
Director (2)(5)(6) Member of the Board of Directors of several publicly-listed and private companies since July 2011; Chief Financial Officer of SouthGobi Resources Ltd., a mining company, from June 2006 to July 2011. Since July 22, 2009
Richard N. Zimmer
British Columbia, Canada
Director (2)(4)(5)(6) Member of the Board of Directors of two other publicly-listed and two private companies since June 2011; President and Chief Executive Officer of Far West Mining Ltd., a mining company, from 2008 to June 2011. Since May 2, 2012

Elaine Sanders

British Columbia, Canada

Director (2)(3)(5)(6) VP and Chief Financial Officer of Trilogy Metals Inc. (formerly NovaCopper Inc.), a mineral exploration and development company, since November 2011; Former Vice President and Chief Financial Officer of NovaGold Resources Inc. Since June 28, 2016
Bradley Thrall
Washington, USA
President President of the Corporation, since December 2004. 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

 

  - 23 -  

 

 

Name and Address (1) Office or
Position Held
Principal Occupation During the Past Five
Years
Previous Service
as a Director
Alan McOnie
Bay of Plenty, New Zealand
Vice President, Exploration Vice President, Exploration of the Corporation, since December 2010; consulting geologist from 2002 to December 2010. N/A

 

(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) Member of Special Committee.

 

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 5,293,508 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 5.2% of the issued and outstanding common shares of the Corporation. The directors and executive officers of the Corporation as a group held warrants for the purchase of an aggregate of 25,000 common shares in the capital of the Corporation, representing 0.41% of all outstanding warrants 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 5,872,666 common shares in the capital of the Corporation, representing 72% of all outstanding options of the Corporation. Lastly, the directors and executive officers of the Corporation as a group held RSUs that can be settled by way of shares issued from treasury for a further 263,323 common shares.

 

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

 

  - 24 -  

 

 

(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

 

(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, other than disclosed below, 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.

 

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.

 

  - 25 -  

 

 

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, 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, 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 Company Guide and Rule 10A-3 of the United States Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). 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.

 

(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.

 

  - 26 -  

 

 

(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) 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.

 

(g) 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.

 

(h) 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.

 

(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 the 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.

 

  - 27 -  

 

 

(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.

 

(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.

 

  - 28 -  

 

 

(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.

 

(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.

 

  - 29 -  

 

 

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.

 

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 Committee has recommended 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, 2017 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 ”). During the fiscal year covered by this report, Michael Winn served on the Audit Committee from January 1, 2017 through April 17, 2017 when Richard Zimmer replaced Mr. Winn on the Committee. The Board has determined that Mr. Winn was independent (for the purposes of NI 52-110) during the time he served on the Audit Committee.

 

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.

 

  - 30 -  

 

 

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. (formerly NovaCopper 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).

 

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, 2017 or 2016 were approved pursuant to the de minimus exception.

 

  - 31 -  

 

 

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, 2017 and 2016. 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 Audit Related Fees Tax Fees All Other Fees

Year ended

December 31, 2017

$224,300 $50,925 $Nil $7,875

Year ended

December 31, 2016

$242,500 $45,000 $Nil $Nil

 

“Audit Fees” are the aggregate fees billed by PwC for the audits of the Corporation’s consolidated annual financial statements and internal control over financial reporting that are provided in connection with statutory and regulatory filings or engagements.

 

“Audit-Related Fees” are fees charged by PwC for assurance and related services that are reasonably related to the performance of the audit or review of the Corporation’s financial statements and are not reported under “Audit Fees”. This category includes but is not limited to fees billed for independent accountant review of the interim financial statements, advisory services associated with the Corporation’s financial reporting and fees charged for services rendered in connection with registration statements and other securities offering documents.

 

“Tax Fees” are fees for professional services rendered by PwC for tax compliance, tax advice on actual or contemplated transactions.

 

“All Other Fees” include all fees charged by PwC for products or services other than those charged for “Audit Fees”, “Audit-Related Fees” and “Tax Fees”.

 

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.

 

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., 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 contracts entered into by the Corporation within the year ended December 31, 2017 or before such time that are still in effect, other than in the ordinary course of business. The SPA and subsequent amendments are available on the SEDAR website at www.sedar.com under the Corporation’s profile.

 

  - 32 -  

 

 

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:

 

· Torben Jensen, P.Eng. and R. Dennis Bergen, P.Eng. of Roscoe Postle Associates Inc., Jeff Austin, P. Eng of International Metallurgical and Environmental Inc., Gilles Arseneau, Ph.D., P.Geo. of SRK Consulting (Canada) Inc. and David Farrow, Pr.Sci.Nat, P.Geo. of Geostrat Consulting Inc. prepared the PEA described under "Description of the Business – KHSD Property".

 

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

 

· PricewaterhouseCoopers LLP, Chartered Professional Accountants prepared the auditors' report in respect of the annual financial statements of the Company for the year ended December 31, 2017.

 

Interests of Experts

 

Based on information provided by the experts named above, other than with respect to Alan McOnie and Scott Smith as described below, none of the experts named under “Names of Experts”, when or after they prepared the statement, report or valuation, has received any registered or beneficial interests, direct or indirect, in any securities or other property of the Corporation or of one of the Corporation's associates or affiliates (based on information provided to the Corporation by the experts) or is or is expected to be elected, appointed or employed as a director, officer or employee of the Corporation or of any associate or affiliate of the Corporation.

 

Alan McOnie is currently an executive officer and Scott Smith is currently an employee of the Corporation, as described above. Both Alan McOnie and Scott Smith 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.

 

PwC is the Corporation’s independent registered public accounting firm. PwC have 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 the rules and standards of the Public Company Accounting Oversight Board and the securities laws and regulations administered by the SEC.

 

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, 2017.

 

  - 33 -  

 

 

SCHEDULE "A"

 

Summary from PEA

 

"1 Summary

 

Executive Summary

 

Roscoe Postle Associates Inc. (RPA) was retained by Alexco Resource Corp. (Alexco) to prepare a Preliminary Economic Assessment (PEA or the Study) on the Keno Hill Silver District Project (the Project), located in the Yukon Territory, Canada. The purpose of this report is to disclose the results of the PEA. This Technical Report conforms to NI 43-101 Standards of Disclosure for Mineral Projects. RPA carried out a site visit from September 12 to 14, 2016.

 

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) following its successful bid for the assets of the bankrupt United Keno Hill Mines Ltd in 2006. Alexco obtained the properties with all pre-existing liabilities subject to indemnification. Alexco also owns an environmental consulting company, Alexco Environmental Group (AEG), which provides environmental services to Alexco and the mining and mineral exploration industry.

 

The Project comprises:

· A network of public and private roads connecting the mines, process plants and other facilities.

 

· Crushing plant and flotation processing plant with a design capacity of 408 tpd.

 

· Dry stack tailings facility (DSTF) located adjacent to the process plant.

 

· Process and potable water sources.

 

· Electrical power available from the Yukon Electric grid.

 

· Administration, maintenance, and camp facilities near the town of Elsa.

 

· Mobile equipment to support activity at the site.

 

· Mine workings at the Bellekeno Mine.

 

· Collar of a portal for Flame & Moth.

 

· Mine workings and minor surface buildings at the Lucky Queen.

 

· Waste rock storage facility at Lucky Queen.

 

· Mine workings, ventilation fans, and dewatering pumps at the Bellekeno mine.

 

· Waste rock storage at the Bellekeno mine.

 

  - 34 -  

 

 

In 2008, Alexco entered into a Silver Purchase Agreement (SPA) with Silver Wheaton Corp. (Silver Wheaton) whereby 25% of all future silver production from the KHSD properties owned or controlled by Alexco at the time of the consummation of the SPA will be delivered to Silver Wheaton in exchange for a payment of US$3.90 per ounce as well as a payment by Silver Wheaton of US$50 million. The SPA has been renegotiated on several occasions and effective March 29, 2017, the Company entered into an agreement with Silver Wheaton to amend the SPA whereby Silver Wheaton will continue to receive 25% of the LOM payable silver from the KHSD with the production payment (originally US$3.90 per ounce) to be based on monthly silver head grade and monthly silver 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) pursuant 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

 

Mining at Bellekeno was suspended in September 2013, before all of the conditions of the SPA were met by Alexco.

 

Alexco used the funds from the SPA for development on the property, the 2010 construction of a 408 tonne per day (tpd) capacity flotation processing plant and the commencement of mining at the Bellekeno deposit. In 2014, a PEA was published for the Bellekeno, Flame & Moth, and Lucky Queen deposits. Since 2013 Alexco has maintained the Project on a care and maintenance status and focussed on additional exploration leading to increases in the Mineral Resources for the Bermingham and Flame & Moth deposits. The revised Bermingham Mineral Resource has been included in this PEA study for a 400 tpd operation including the Flame & Moth, Bellekeno, Bermingham, and Lucky Queen deposits.

 

In addition to the development of the PEA, the Mineral Resource estimates for the Onek, Lucky Queen, Flame & Moth, and Bermingham deposits have been updated to a single reference date and with the same metal price and foreign exchange rates.

 

  - 35 -  

 

 

This report is considered by RPA to meet the requirements of a Preliminary Economic Assessment as defined in Canadian NI 43-101 regulations. The economic analysis contained in this report is based, in part, on Inferred Mineral Resources, and is preliminary in nature. Inferred Mineral Resources are considered to be too geologically speculative to have mining and economic considerations applied to them and to be categorized as Mineral Reserves. There is no certainty that economic forecasts on which this PEA is based will be realized.

 

A summary of the Mineral Resource at the KHSD is shown in Table 1-1.

 

Table 1-1 Summary of Mineral Resource Estimates as at January 3, 2017

Alexco Resource Corp. – Keno Hill Silver District Project

 

Deposit Classification Tonnes Ag Pb Zn Au
(g/t) (%) (%) g/t
Bellekeno Indicated 262,000 585 3.50 5.30 n/a
  Inferred 243,000 428 4.10 5.10 n/a
             
Lucky Queen Indicated 132,300 1,167 2.43 1.63 0.16
  Inferred 257,900 473 1.04 0.80 0.13
             
Flame & moth Indicated 1,679,000 498 1.85 5.33 0.42
  Inferred 365,200 356 0.47 4.25 0.26
             
Onek Indicated 700,200 191 1.24 11.85 0.6
  Inferred 285,100 118 1.15 8.26 0.42
             
Bermingham Indicated 858,000 628 2.40 1.65 0.13
  Inferred 220,000 770 2.13 2.21 0.15
             
Total Indicated 3,631,500 500 2.00 5.60 0.30
  Inferred 1,371,200 408 1.63 4.26 0.21

 

Notes:

1. Bellekeno estimate is at September 30, 2013 and reflects the September 30, 2012 estimate less estimated depletion from mining to September 30, 2013.
2. CIM definitions were followed for Mineral Resources.
3. Mineral Resources are estimated at a net smelter return (NSR) cut-off value of $185/tonne.
4. Bellekeno Mineral Resources are estimated using metal prices of US$22.50/oz Ag, US$0.85/lb Pb, US$0.95/lb Zn, and US$1,300/oz Au and a US$/C$ exchange rate of 0.96.
5. Lucky Queen, Onek, Flame & Moth and Bermingham Mineral Resources are estimated using metal prices of US$20.00/oz Ag, US$0.95/lb Pb, US$1.00/lb Zn and US$1,300/oz Au and a US$/C$ exchange rate of 0.80.
6. Bulk density estimated by regression analysis for Bellekeno, Lucky Queen, and Onek and from core and pulp sampling for Flame & Moth and Bermingham.
7. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
8. Numbers may not add due to rounding.

 

  - 36 -  

 

 

Conclusions

 

RPA offers the following conclusions:

 

· The Mineral Resources at the KHSD have been estimated in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum Standard Definitions for Mineral Resources and Mineral Reserves dated May 10, 2014 (CIM definitions).

 

· The resource evaluations reported herein are a reasonable representation of the global polymetallic Mineral Resources for the listed deposits at the current level of sampling.

 

· This study has been completed to a PEA level of study. The mine designs, mine dewatering designs, mining plans, and processing assumptions are based upon preliminary evaluations.

 

· The areas requiring further study and design are:
o Geotechnical conditions.
o Hydrological conditions.
o Mine access design.
o Mine ventilation design.
o Stope designs and pillar recovery alternatives.
o Metallurgical testing of samples and a blend of samples.
o Waste rock characterization to determine the quantities of potential acid generation (PAG) waste.
o Design of waste storage facilities for the PAG waste.
o Expansion of the DSTF.

 

· The Project has the potential to generate an after tax 5% NPV of $79 million and a 75% IRR from the mining and processing of 1.02 million tonnes of mineralization grading 843 g/t Ag, 4.6% Zn, 3.3% Pb and 0.4 g/t Au over a nine year mine life using an exchange rate C$1.00 = US$0.76 in years 1 to 3 and C$1.00 = US$0.79 thereafter; metal prices of US$18.60/oz for silver in year 2 and US$19.35/oz thereafter; US$ 1.20/lb zinc for years 2 to 4 and US$1.00 thereafter, US$1.00/lb lead for years 2 to 4 and US$0.94/lb thereafter and US$1,300.00/oz for gold. There is 25% of silver sold to Silver Wheaton under a streaming agreement at prices ranging from US$3.54/oz to US$8.18/oz silver.

 

· The estimated economic returns based upon the PEA support further study to restart the plant and mine from the Bellekeno, Flame & Moth, Bermingham, and Lucky Queen deposits.

 

· The planned exploration drive to the Bermingham deposit will provide additional resource information as well as geotechnical and hydrologic information related to the deposit.

 

· Initial studies should focus on the expected conditions along the planned Flame & Moth and Bermingham access development and ventilation raises.

 

· The LOM schedule is based on the specific strategy selected, however, there are other possible scenarios for defining an overall production schedule that may warrant further study, particularly if changing metal prices or exploration results alter the mine planning context.

 

· The Lucky Queen mining rate in 2024 is considered to be a high production rate for the planned extent of the Lucky Queen mining.

 

  - 37 -  

 

 

· The current PEA study assumes the mill facility production will increase to a nominal rate of 400 tpd once an additional ball mill is commissioned.

 

· Metallurgical recoveries are not based on testing of blending samples from the different deposits.

 

· Only one composite sample has been metallurgically tested with variable results.

 

· Additional metallurgical testing on the Flame & Moth mineralization is warranted.

 

· A model of the overall recovery was generated using open circuit flotation tests.

 

o The life of mine silver recovery is estimated at 93%.
o The life of mine zinc recovery is estimated at 88% .
o The life of mine lead recovery is estimated at 94%.

 

· Blending of various zones prior to processing is not expected to impact the metallurgical performance of the blended mill feed. Metallurgical test work has not been completed to confirm the performance of a blended mill feed.

 

· Zinc losses in the lead circuit are expected to be the only significant metallurgical shortfall.

 

· Completion of the installation of the additional grinding mill is planned to achieve the 400 tpd operating rate.

 

· The construction of the DSTF expansion will be required for the Project.

 

· The processing of the Flame & Moth mineralization requires an amendment to the Water Licence and the mining and processing of the Bermingham mineralization will require amendments to the Quartz Mining Licence and to the Water Licence.

 

Recommendations

 

RPA provides the following recommendations:

 

· Carry out investigation of the ground conditions expected along the Flame & Moth ventilation raise and Bermingham access ramps and ventilation raises before development commences.

 

· Undertake the planned exploration development and drilling at the Bermingham deposit.

 

· Complete geotechnical studies of the Flame & Moth, Bermingham, and Lucky Queen deposits as development advances to refine the mine plans, stope dimension recommendations, and ground support requirements.

 

· Study the hydrology of the Flame & Moth and Bermingham deposits to confirm the expected ground water inflows and ground water chemistry.

 

· Update the ground support criteria to reflect localized conditions at the Flame & Moth, Bermingham, and Lucky Queen deposits as those deposits are advanced.

 

  - 38 -  

 

 

· Advance the mine planning, optimize the designs and review stope plans to ensure a positive economic benefit from each stope.

 

· Review the planned Lucky Queen mining rate well in advance of the commencement of mining operations at Lucky Queen.

 

· Review the LOM production schedule with a view to reducing the variations in feed tonnage in the later years of the plan.

 

· Undertake metallurgical test work to confirm:
o The metallurgical performance of the Flame & Moth mineralization.
o The expected good performance of a blended mill feed.
o Options to reduce expected zinc losses in the lead circuit.
o Settling and geochemical characteristics of the mineralization.

 

· Use the results of the recommended work to advance the Project level of study.

 

Economic Analysis

 

The economic analysis contained in this report is based, in part, on Inferred Resources, and is preliminary in nature. Inferred Resources are considered too geologically speculative to have mining and economic considerations applied to them and to be categorized as Mineral Reserves. There is no certainty that economic forecasts on which this Preliminary Economic Assessment is based will be realized. Inferred Mineral Resources form the basis of 2% of the “potentially mineable tonnes” included in the plant feed schedule of this PEA.

 

A pre-tax Cash Flow Projection (base case) has been generated from the life of mine (LOM) production schedule and capital and operating cost estimates, and is summarized in Table 1-2. A summary of the key criteria is provided below.

 

Economic Criteria

 

Revenue

 

· 400 tonnes per day mining from underground (146,000 tonnes per year).

 

· Mill recovery based on experience and as indicated by testwork, averaging 97.1% silver, 88.4% zinc, 94.6% lead, and 50% gold recovered in two concentrates.

 

· Lead – silver concentrate and zinc concentrate shipped to smelter for treatment.

 

· Exchange rate C$1.00 = US$0.76 in years 1 to 3 and C$1.00 = US$0.79 thereafter.

 

· Long term metal prices of US$18.60/oz for silver in year 2 and US$19.35/oz thereafter, US$ 1.20/lb zinc for years 2 to 4 and US$1.00 thereafter, US$1.00/lb lead for years 2 to 4 and US$0.94/lb thereafter and US$1300.00/oz for gold.

 

· 25% of silver is sold to Silver Wheaton under a streaming agreement at prices ranging from US$3.54/oz to US$8.18/oz silver.

 

- 39 -

 

 

· 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.

 

Costs

 

· Pre-production period: 20 months (March 2017 to December 2018).

 

· Mine life: nine years.

 

· LOM production plan as summarized in Table 16-10.

 

· Pre-production capital of $27 million (accounting for revenue generated in 2018) and sustaining capital of $62.9 million.

 

· Average operating cost over the mine life is $324.93 per tonne milled.

 

RPA has relied upon Alexco and its tax advisors for the calculation of the taxes in the economic model.

 

- 40 -

 

 

TABLE 1-2 CASH FLOW SUMMARY

Alexco Resource Corp. – Keno Hill Silver District Project

 

Date:       2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028
    UNITS TOTAL Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12
Underground                            
   Operating Days   days            3,150         350            350            350            350            350            350            350            350            350      
   Tonnes milled per day   tonnes / day               324            -               185            417            417            417            417            319            407            338      
   Production   '000 tonnes            1,021            -                65            146            146            146            146            112            142            118      
   Waste   '000 tonnes               811           25            187            161            108            123             53             95             33             26      
   Total Moved   '000 tonnes            1,832           25            252            307            254            269            199            207            175            145      
PROCESSING                            
Mill Feed   '000 tonnes           1,021            -                65            146            146            146            146            112            142            118      
   Au Grade  g/t               0.4            -               0.1            0.4            0.4            0.5            0.3            0.4            0.4            0.5      
   Ag Grade  g/t         843.00            -               931         1,089            919            788            681            743            812            798      
   Pb Grade  % 3.3%            -    7.7% 3.3% 3.1% 3.3% 2.8% 3.6% 2.2% 2.9%      
   Zn Grade  % 4.6%            -    5.7% 4.5% 4.7% 4.8% 5.2% 4.7% 3.3% 4.7%      
Recovery                              
  Pb Concentrate %                          
   Au    50%            -    50.0% 50.0% 50.0% 50.0% 50.0% 50.0% 50.0% 50.0%      
   Ag    93.6%            -    94.3% 95.5% 94.2% 93.0% 91.9% 92.5% 93.2% 93.1%      
   Pb    94.5%            -    95.9% 94.6% 94.5% 94.6% 94.4% 94.7% 94.0% 94.4%      
  Zn Concentrate %                          
   Ag    3.6%            -    2.7% 1.5% 2.8% 4.0% 5.1% 4.5% 3.8% 3.9%      
   Zn    88.4%            -    87.6% 88.4% 88.5% 88.5% 88.6% 88.4% 88.5% 88.5%      
Recovered Metal                            
  Pb Concentrate                            
  Au oz           6,350            -               131            847            999         1,064            766            767            918            857      
  Ag oz (000)         25,906            -            1,825         4,884         4,063         3,438         2,938         2,468         3,464         2,825      
  Pb tonnes         32,008            -            4,792         4,544         4,226         4,608         3,908         3,778         2,886         3,266      
  Zn tonnes           4,058            -               349            568            585            601            640            448            397            470      
  Zn Concentrate                            
  Au oz           2,540            -                52            339            400            426            306            307            367            343      
  Ag oz        937,571            -          52,175       74,800     120,590     148,042     164,394     119,102     139,944     118,524      
  Pb tonnes              779            -                56            115            112            116            108             91             93             89      
  Zn tonnes         41,726            -            3,247         5,859         6,076         6,221         6,712         4,598         4,121         4,892      
REVENUE                            
  Metal Prices                            
  Au  US$/oz Au  $1,300   $1,300 $1,300 $1,300 $1,300 $1,300 $1,300 $1,300 $1,300      
  Ag  US$/oz Ag  $19.30   $18.60 $19.35 $19.35 $19.35 $19.35 $19.35 $19.35 $19.35      
  Ag (SW)  US$/oz Ag  $6.37   $5.82 $3.54 $5.48 $6.97 $8.18 $7.49 $6.70 $6.86      
  Pb  US$/lb Pb  $0.96   $1.00 $1.00 $1.00 $0.94 $0.94 $0.94 $0.94 $0.94      
  Zn  US$/lb Zn  $1.07   $1.20 $1.20 $1.20 $1.00 $1.00 $1.00 $1.00 $1.00      
  Exchange Rate  US$:C$  $0.78   $0.76 $0.76 $0.79 $0.79 $0.79 $0.79 $0.79 $0.79      
Concentrate Payable                            
  Pb Concentrate Payable                            
  Payable Au oz           4,872                -               622            790            837            572            580            775            696      
  Payable Ag oz   24,611,086     1,734,015   4,639,857   3,859,875   3,266,001   2,791,275   2,345,027   3,291,058   2,683,978      
  Payable Pb tonnes         30,408           4,552         4,317         4,014         4,377         3,713         3,589         2,742         3,102      
  Zn Concentrate Payable                            
  Payable Ag oz        446,688         21,250       25,770       54,687       71,965       80,681       59,483       74,891       57,961      
  Payable Zn tonnes         35,050           2,728         4,922         5,104         5,226         5,638         3,863         3,462         4,110      

 

- 41 -

 

 

Date:       2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028
    UNITS TOTAL Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12
Gross Revenue                            
  Au Gross Revenue  US$ '000  $6,334   $0 $809 $1,027 $1,088 $744 $755 $1,008 $904      
  Ag Gross Revenue  US$ '000  $401,242   $27,040 $71,839 $62,172 $54,262 $47,555 $39,395 $54,484 $44,495      
  Pb Gross Revenue  US$ '000  $64,719  $        -    $10,036 $9,518 $8,850 $9,071 $7,694 $7,438 $5,682 $6,429      
  Zn Gross Revenue  US$ '000  $82,895  $        -    $7,216 $13,020 $13,502 $11,521 $12,429 $8,516 $7,632 $9,060      
  Total Gross Revenue  US$ '000  $555,191  $        -    $44,291 $95,187 $85,552 $75,941 $68,422 $56,104 $68,806 $60,888      
Total Charges                            
  Total Charges  US$ '000  $102,924  $        -    $9,610 $16,523 $15,247 $14,481 $13,727 $10,878 $11,164 $11,295      
  Net Smelter Return  US$ '000  $452,266  $        -    $34,682 $78,664 $70,305 $61,460 $54,695 $45,226 $57,642 $49,593      
  Royalty NSR  US$ '000  $3,113  $        -    $0 $1,180 $1,055 $879 $0 $0 $0 $0      
  Net Revenue  US$ '000  $449,153  $        -    $34,682 $77,484 $69,250 $60,581 $54,695 $45,226 $57,642 $49,593      
  Unit NSR  US$/t milled  $440  $        -    $536 $531 $474 $415 $375 $405 $405 $419      
OPERATING COST                            
  Mining (Underground) C$/t milled $193.25   $273.76 $185.29 $189.01 $186.35 $166.88 $239.71 $168.61 $191.14      
  Processing C$/t milled $61.96   $71.17 $58.17 $58.15 $58.12 $58.12 $72.46 $59.36 $69.00      
  G&A C$/t milled $69.79   $134.88 $58.89 $59.06 $59.23 $59.41 $81.18 $60.80 $70.57      
  Total Operating Cost C$/t milled $325.00   $479.81 $302.34 $306.22 $303.70 $284.40 $393.35 $288.77 $330.71      
                               
  Mining (Underground)  C$ '000  $197,320 $0 $17,708 $27,050 $27,594 $27,206 $24,363 $26,779 $24,001 $22,620      
  Processing  C$ '000  $63,263 $0 $4,603 $8,492 $8,489 $8,484 $8,484 $8,095 $8,449 $8,166      
  G&A  C$ '000  $71,258 $1,918 $8,724 $8,597 $8,623 $8,648 $8,673 $9,069 $8,655 $8,351      
  Total Operating Cost  C$ '000  $331,841 $1,918 $31,035 $44,140 $44,705 $44,338 $41,520 $43,943 $41,104 $39,137      
                               
  Unit Operating Cost C$/t milled $325 $0 $480 $302 $306 $304 $284 $393 $289 $331      
                               
  Operating Cashflow  C$ '000  $242,311 ($1,918) $14,598 $57,813 $42,953 $32,347 $27,714 $13,305 $31,860 $23,639      
CAPITAL COST                            
  Direct Cost                            
   Mining   C$ '000  $75,754 $8,663 $19,323 $10,392 $6,369 $7,231 $4,940 $10,457 $5,429 $2,949      
   Processing   C$ '000  $951 $205 $746 $0 $0 $0 $0 $0 $0 $0      
   Infrastructure   C$ '000  $7,947 $364 $3,691 $1,386 $210 $298 $0 $1,998 $0 $0      
   Tailings   C$ '000  $821 $0 $47 $119 $118 $118 $116 $89 $120 $95      
  Total Direct Cost  C$ '000  $85,473 $9,232 $23,808 $11,897 $6,697 $7,647 $5,056 $12,543 $5,548 $3,044      
                               
   Contingency   C$ '000  $17,095 $1,846 $4,762 $2,379 $1,339 $1,529 $1,011 $2,509 $1,110 $609      
                               
  Total Capital Cost  C$ '000  $102,568 $11,078 $28,569 $14,277 $8,037 $9,176 $6,068 $15,052 $6,658 $3,653      
CASH FLOW                            
  Net Pre-Tax Cashflow  C$ '000  $139,744 ($12,996) ($13,971) $43,536 $34,916 $23,170 $21,647 ($1,747) $25,202 $19,986 $0 $0 $0
  Cum. Pre-Tax Cashflow  C$ '000    ($12,996) ($26,967) $16,569 $51,485 $74,656 $96,302 $94,555 $119,758 $139,744 $139,744 $139,744 $139,744
                               
  Taxes  C$ '000  $32,074 $0 $764 $3,522 $6,176 $8,027 $5,746 $663 $7,301 $3,385 ($1,896) ($949) ($664)
                               
  After-Tax Cashflow  C$ '000  $107,670 ($12,996) ($14,735) $40,014 $28,740 $15,143 $15,901 ($2,410) $17,901 $16,601 $1,896 $949 $664
  Cum After-Tax Cashflow  C$ '000    ($12,996) ($27,731) $12,283 $41,024 $56,167 $72,068 $69,658 $87,560 $104,161 $106,057 $107,006 $107,670
PROJECT ECONOMICS                            
  Pre-Tax IRR % 89%                        
  Pre-tax NPV 5%  C$ '000  $104,292                        
  Pre-tax NPV 10%  C$ '000  $79,139                        
                               
  After Tax IRR  %  75%                        
  After tax NPV 5%  C$ '000  $79,393                        
  After tax NPV 10%  C$ '000  $59,510                        

  

- 42 -

 

 

Cash Flow Analysis

 

Considering the Project on a stand-alone basis, the undiscounted after tax cash flow totals $107.7 million over the mine life, and simple payback occurs approximately one year from start of production.

 

The after-tax Net Present Value (NPV) at a 5% discount rate is $79.4 million, and the after-tax Internal Rate of Return (IRR) is 75%.

 

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
· Capital costs

 

IRR sensitivity over the base case has been calculated for a range of variations. The after tax sensitivities are shown in Table 1-3, Figure 1-1 and Figure 1-2.

 

Table 1-3 After-Tax Sensitivity

Alexco Resource Corp. – Keno Hill Silver District Project

 

Factor Silver Grade (g/t)

5% NPV

($M)

IRR

(%)

0.8 674 37 40%
0.9 759 59 59%
1.0 843 79 75%
1.1 927 99 90%
1.2 1,012 117 103%
       
Factor Recovery (%)

5% NPV

($M)

IRR

(%)

0.80 74.9% 68 66%
0.90 84.3% 74 71%
1.00 93.6% 79 75%
1.01 94.6 80 76%
1.02 95.5 81 76%
       
Factor Silver Price (US$/oz)

5% NPV

($M)

IRR

(%)

0.8 15.41 41 41%
0.9 17.33 61 59%
1.0 19.26 79 75%
1.1 21.18 96 89%
1.2 23.11 110 102%

 

- 43 -

 

 

Factor Exchange Rate

5% NPV

($M)

IRR

(%)

0.8 0.63 150 133%
0.9 0.71 111 101%
1.0 0.78 79 75%
1.1 0.86 53 53%
1.2 0.94 29 32%
       
Factor Operating Cost ($/t)

5% NPV

($M)

IRR

(%)

0.85 276 118 104%
0.93 301 97 88%
1.00 325 79 75%
1.18 382 34 40%
1.35 439 (10) (12%)
       
Factor Capital Cost ($M)

5% NPV

($M)

IRR

(%)

0.85 87 92 97%
0.93 95 85 85%
1.00 103 79 75%
1.18 121 64 55%
1.35 138 50 40%

 

- 44 -

 

 

Figure 1-1 After-Tax 5% NPV Sensitivity

 

 

 

Figure 1-2 After-Tax IRR Sensitivity

 

 

 

- 45 -

 

 

Technical Summary

 

Property Description and Location

 

The Project is located approximately 350 km north of Whitehorse, Yukon, Canada near Elsa and Keno City. Alexco has exploration, maintenance, and camp facilities near Elsa, and administration, mill and mine facilities at the mill complex located near Keno City. The area is covered by NTS map sheets 105M/13 and 105M/14.

 

The KHSD Project consists of a 237.44 km 2 property package consisting of claims and leases. There are numerous silver, lead, and zinc deposits and mines on the property. There are Mineral Resource estimates on the Bellekeno mine and the Onek, Flame & Moth, Bermingham and Lucky Queen deposits. This PEA is based upon underground mining and processing of mineralization from the Bellekeno, Flame & Moth, Bermingham, and Lucky Queen deposits.

 

Accessibility, Climate, Local Resources and Physiography

 

The closest sizable town is Mayo, located approximately 40 km to the southwest. Mayo is accessible from Whitehorse via a 460 km all-weather road and is also serviced by the Mayo airport. An all-weather gravel road known as the Silver Trail Highway leads from Mayo to the Project, the historic company town of Elsa, and the village of Keno City.

 

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 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.

 

Local resources in terms of manpower, rental equipment, materials, and supplies are very limited. Electrical power is available from Yukon utility.

 

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.

 

- 46 -

 

 

History

 

The Keno Hill mining camp area has a rich history of exploration and mining dating back to the beginning of the 1900s. Key dates include:

 

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

 

· The first silver was found in 1903, with assay from 1905 yielding more than 11 kilograms per tonne (kg/t) silver.

 

· Small-scale mining commenced in 1913 with the first shipment of 50 t of vein material to a smelter in San Francisco.

 

· The end of the First World War and high silver prices led to successful exploration activity in the area with the Yukon Gold Company and later Keno Hill Limited as the first truly commercial operators. Success at the Keno mine led to a staking rush, resulting in the discovery of a number of rich deposits.

 

· In the early 1920s, the Treadwell Yukon Company Limited (TYC) started mining. After the Second World War a new company, Keno Hill Mining Company Ltd. (later UKHM), purchased all TYC properties and started production. Very good results led to another staking rush and the formation of a large number of junior exploration companies, many of which were purchased by UKHM.

 

· 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.

 

· The Husky underground mine went into production in 1972, with open pit operations introduced in 1977 to recover crown pillars. From 1982 to 1985 (Sadie-Ladue and Shamrock mines) and 1989 to 1990 (Shamrock, Silver King, Hector-Calumet, Lucky Queen, and Keno mines) were mined on a small scale basis.

 

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

 

· 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.

 

Geological Setting and Mineralization

 

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 Keno Hill Silver District 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.

 

- 47 -

 

 

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 Keno Hill Silver District, 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.

 

Deposit Types

 

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 Keno Hill Silver District, 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.

 

Exploration

 

The exploration conducted by Alexco since 2005 is the first comprehensive exploration effort in the Keno Hill Silver District since 1997. The work has included a program of geologic data compilation, aerial geophysical surveying, geological mapping, and surface core drilling.

 

- 48 -

 

 

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.

 

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.

 

Drilling

 

Alexco has completed several core drilling campaigns using Canadian diamond drilling contractors. The campaigns resulted in a total of 673 surface drill holes for a total of 160,810 m. In addition, a total of 407 underground holes for 25,460 m was also completed mainly at Bellekeno. Apart from 34 RC holes and some minor RC pre-collaring at Flame & Moth, drill holes have essentially all been diamond cored in HQ size.

 

Surface drill hole collars were surveyed with either an Ashtech GPS device utilizing post-processing software or a Sokkia GRX1 RTK GPS. All underground collars and drill stations were surveyed by underground surveyors. Downhole surveys are recorded using Reflex survey tools at regular intervals of between 15 m and 30 m depending on the hole location and geologic conditions.

 

Standard logging and sampling conventions are used to capture information from the drill core. Between 2006 and 2010 core was logged in detail using paper forms and then entered into an electronic database. 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: rock type, faults and mineralized vein-faults, and textural modifiers

 

· Structure: type of structure and measurements relative to core axis

 

· Mineralization type, intensity of oxidation, phases and abundance of veining

 

· Alteration

 

· Stratigraphy: units consistent with the surface mapping

 

· Geotechnical: percentage recovery and rock quality determination and fracture intensity.

 

- 49 -

 

 

Alexco systematically measured core bulk density (CBD) of mineralized material as well as basic rock types. Pulp bulk density (PBD) measurements were obtained by pycnometry on select assay intervals of mineralized zones by ALS Laboratories and AGAT Laboratories.

 

2006–2013 Alexco Drilling at the Bellekeno Mine

A total of 43,784 m of drilling from both surface and underground (excluding service holes) was completed at the Bellekeno deposit between 2006 and 2013.

 

The 2006 drilling was to confirm and test the historical mineral inventory and block model, as well as to extend the known mineralization. Between 2006 and 2009, 200 drill holes focussed on the 48 and 49 vein structures from underground and surface platforms. Later core drilling on the Bellekeno property has focussed on resource definition, and to a lesser degree exploration programs.

 

2006–2012 Alexco Drilling at Lucky Queen

Alexco conducted surface core drilling programs at Lucky Queen from 2006 to 2010 with 47 core drill holes totalling 11,104 m drilled. The drilling was designed to test along strike and down-plunge of the historical workings.

 

2010–2014 Alexco Drilling at Onek

Alexco conducted surface diamond drilling programs at Onek in 2007, 2008, 2010, and 2011 with 78 core holes totalling 11,981 m drilled. The drilling was designed to confirm and test historic reserve/resource blocks and extend known mineralization along strike and down plunge.

 

A 220 m decline was driven towards the Onek deposit in 2012 and 2013. In 2013, twelve underground core holes (975 m) were drilled.

 

2010–2016 Alexco Drilling at Flame & Moth

Alexco conducted surface core drilling programs at Flame & Moth in from 2010 to 2014, for a total of 151 holes for 35,244 m for resource estimation. The exploration drilling was initially designed to test geologically derived targets in the vicinity of the historical Flame & Moth workings. Following new discoveries, additional drilling was successful in outlining two zones on the Flame vein.

 

In 2016, following the initial development of the Flame portal, 17 underground drill holes were drilled along the proposed decline trace, for a total of 572 m.

 

- 50 -

 

 

2009–2016 Alexco Drilling at Bermingham

Alexco conducted surface diamond drilling programs at Bermingham between 2009 and 2011 with 36 core holes totalling 10,456.2 m drilled to test along strike and down plunge of historic resource, open pit workings, and around the historic underground mine workings. Drilling was successful in outlining an area of silver-lead-zinc mineralization developed in the hangingwall of the Mastiff Fault.

 

Drilling between 2012 and 2016 of 28,220.4 m in 83 holes led to the discovery and definition of high grade vein deposits. To date the interpretation of the consolidated drilling results has identified four mineralized veins that splay and change orientation along strike within the north-northeast striking and moderately to steeply southeast dipping Bermingham vein-fault structural corridor. This structural corridor is divided into the Etta Zone in the hangingwall of the post-mineral Mastiff Fault and the Artic Zone in its footwall. The main through-going Bermingham and Bermingham Footwall veins occur in both the Etta and Arctic zones, while the Bear vein and associated newly identified conjugate West Dipper vein set occur only within the Arctic Zone in a position controlled by a flexure in the Bermingham vein-fault.

 

Sample Preparation, Analyses and Security

 

Core logging and sampling is completed by Alexco staff, where a logging geologist marks the sample intervals and cutting orientation normal to veins on the core. After logging, the core is digitally photographed and sawn in half lengthwise using a diamond saw where possible. One half is returned to the core box for storage at the site and the other bagged for sample shipment.

 

Each 20-sample batch sent for assaying includes three control samples: a commercial standard reference material (SRM), a blank, and a duplicate. The blank is commercially purchased “landscape rock”. An empty sample bag is inserted at the location of the duplicate, which is prepared during sample preparation at the laboratory prep facility. The duplicate consists of a coarse reject split of the preceding sample.

 

Data Verification

 

Dr. Gilles Arseneau and Chris Elliott of SRK carried out a visit to examine the Lucky Queen, Bellekeno, and Onek deposits. In total, SRK spent two and half days at the sites between July 26 and 28, 2010 examining drill core, core logging and sampling procedures; visiting drill sites; and examining the mineralization exposed in surface cuts. Alexco provided SRK with information related to these activities during the site visit. Dr. Arseneau carried out a second site visit on May 7 and 8, 2012 and a third site visit on September 12, 13, and 14, 2016 to examine the surface geology and drill core for the Bermingham deposit.

 

- 51 -

 

 

Mineral Processing and Metallurgical Testing

 

Metallurgical testwork has been conducted independently on each of the three deposits included in the production plan. 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 PEA LOM schedule indicates that significant blending of the different deposits is planned. To date, no testwork has been conducted on a blended sample from any of the three deposits. While there is little information related to the blending and processing of different mineralized zones, there is no expectation that blending of ores will harm the metallurgical response of individual materials. The deposits vary widely in terms of base and precious metals and all samples have responded well to flotation processes for the production of saleable concentrates.

 

Mineral Resource Estimate

 

Definitions for resource categories used in this report are consistent with the CIM definitions incorporated by reference into NI 43-101. A summary of the Mineral Resource at the Project is shown in Table 1-1.

 

Mineral Resources are not Mineral Reserves and have not demonstrated economic viability. There is no certainty that all or any part of the Mineral Resource will be converted into Mineral Reserve.

 

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.

 

- 52 -

 

 

Resource Estimation Procedures

 

The resource evaluation 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 eventual economic extraction” and selection of appropriate cut-off grades.

 

· Preparation of the Mineral Resource Statement.

 

Solid Body Modelling

3D wireframe solids were constructed by Alexco to accurately represent the geometry of the Bellekeno mine, Lucky Queen, Flame & Moth, Onek, and Bermingham vein structures. These wireframes were reviewed and validated by the QP before Mineral Resource estimation.

 

Mineral Resource Classification

Blocks estimated during the first estimation run considering full variogram ranges can be classified in the Indicated category. Blocks estimated during the second pass considering search neighbourhoods set at twice the variogram ranges should be appropriately classified in the Inferred category.

 

Mineral Reserve Estimate

 

There are no Mineral Reserve estimates at the KHSD.

 

Mining Methods

 

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 mining life, the most successful method was square set stoping with timber.

 

The deposits considered for production in this PEA are the Flame & Moth, Bermingham, Bellekeno, and Lucky Queen deposits. All of the mining in this PEA is planned to be underground mining using rubber tired mobile equipment and adit entries. The dominant recommended mining method is mechanized overhand cut and fill (MCF) or drift and fill in wider areas. Longhole stoping with backfill has been recommended in wider areas interpreted to have intact hangingwall and footwall intersections.

 

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The backfill is planned to be a mixture of waste rock fill and tailings from the DSTF with cement added as required.

 

Geotechnical Evaluation

SRK completed preliminary geotechnical evaluations for the Bellekeno, Lucky Queen, Flame & Moth, and Bermingham deposits. The evaluations considered the mineralized veins, hangingwall and footwall zones adjacent to planned mining, and general areas for proposed infrastructure development. Based on these assessments, recommendations for mining methods, stope design, and support requirements have been provided.

 

Information available for the evaluations included drill hole databases, core photographs, Gemcom models, and information collected by SRK during various site visits. Only the Bellekeno review has the benefit of underground observations.

 

Further geotechnical studies are recommended to confirm the pillar requirements and the mine design details. RPA recommends that the initial geotechnical reviews focus on the Flame & Moth and Bermingham access drives and ventilation raises to assess conditions along the planned alignments.

 

Hydrogeological Conditions

The Bellekeno and Lucky Queen proposed mining zones are located above the valley floor, which tends to limit the occurrence and impact of adverse hydrogeological conditions. In contrast, the Flame & Moth deposit is situated such that there is a possibility of water inflow to the planned workings. Preliminary investigations have been used to estimate inflows for the Flame & Moth deposits.

 

Potentially Mineable Tonnes

In the first pass of mine planning, the stope shapes and mining areas were reviewed based upon an NSR value per tonne cut-off of $290. The stopes were then reviewed based upon the revised operating cost estimate of $325/tonne. This review removed from stopes and some stoping areas that were either unprofitable, had a very low overall margin, and/or required significant additional development for access to the area. Mining recovery was applied at 95% for Bellekeno, Flame & Moth, and Lucky Queen which is in line with Alexco’s historic operational experience. For Bermingham, mining recovery was applied at 90%, which is in recognition of anticipated challenging ground conditions.

 

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A mining recovery of 50% was applied to the geotechnical pillars at Flame & Moth. A different approach was used for geotechnical pillars at Bermingham, where ground support costs were doubled for excavations located within 5m of large faults (in addition to the 90% mining recovery outlined above). These different approaches reflect the level of geotechnical understanding at these deposits.

 

Estimated potentially mineable tonnes were tabulated for each deposit and arranged to support production scheduling. Table 1-4 shows the estimate of potentially mineable tonnes for the four deposits contributing to the updated PEA plant feed.

 

Table 0-4 Potentially Mineable Tonnes for PEA Plant Feed

Alexco Resource Corp. – Keno Hill Silver District Project

 

Mine Diluted
(‘000 t)
Ag
(g/t)
Au
(g/t)
Pb
(%)
Zn
(%)
Bellekeno 37 747 n/a 10.6 5.9
Lucky Queen 81 1,206 0.1 2.6 1.63
Flame & Moth 683 666 0.5 2.8 5.8
Bermingham 220 1,276 0.2 4.1 2.1
Total PEA Plant Feed 1,021 843 0.4 3.3 4.6

 

RPA worked with Alexco on an overall strategy to guide the development of the PEA production plan. This involved considering various combinations of the four deposits, that would achieve a sustainable plant feed rate of 400 tpd as early as possible and give priority to the highest grade and largest potential tonnage deposits.

 

PLanned Production Rates

RPA and Alexco estimated maximum production rates to be respected during production scheduling. They were estimated based on mining method, vein thickness, mining shape geometry, and the layout of the vein access crosscut. The overall scheduling was based upon taking the Bellekeno material first as readily accessible material to create a stockpile for the initial mill start up.

 

The balance of the mine plan was based upon operating two mines most of the time and limiting the time spent trying to run three mines at one time. The schedule was set based upon the planned timing of the permits for Bermingham so that the Bermingham and Flame & Moth deposits commence mill feed production at the same time.

 

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The KHSD mill processing rate is limited by permits to 400 tpd.

 

Development and Production Schedules

A development and production schedule was prepared for each deposit using Deswik software.

 

For the Flame & Moth and Bermingham, the main ramp from surface has been scheduled at advance rates of three to four metres per day line advance, based upon rates that are considered to be achievable by well-organized owner’s crews.

 

The production schedule includes some time allowances for vein water drainage after the vein has been intersected by access crosscuts. Production stoping is not scheduled to begin until a second route out of the mine has been established to that location.

 

Recovery Methods

 

Process Flowsheet

The process facility is based on traditional unit operations for the recovery of silver, lead, and zinc into sulphide mineral concentrates. The lead concentrates typically contain approximately 90 to 95 percent of the mill feed silver values. Detailed analysis of test work results indicates that lead and silver recoveries are typically dependent on the respective head grades for these two metals. Zinc recovery is typically defined or affected by the ratio of lead to zinc.

 

Unit operations within the Alexco facilities include crushing of run-of-mine material, grinding for preparation of flotation feed, selective flotation for the production of lead and zinc concentrates, concentrate dewatering and tailings thickening and filtration. Concentrates are shipped off site for smelting and tailings are stored in the DSTF.

 

Design Criteria

The mill facility was designed to process 408 tpd at an overall plant availability of 92%. The target grind size was at P80 size of 174 µm and the 2010 Project design included the option of a regrind mill before the lead cleaner circuit. The plant was built without the lead regrind mill.

 

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2012 Mill Performance

In 2012, the mill facility processed 94,800 t of Bellekeno vein material generating 13,000 t of lead-silver concentrate and 5,700 t of zinc concentrate. The average daily throughput was 260 tpd at 89% availability. The maximum monthly throughput for the year was 320 tpd, with peak production in September and October.

 

The 2012 mill facility lead recoveries ranged from 84% to 98% with a concentrate lead grade of 55% to 68%. The silver recoveries to silver-lead concentrate ranged from 83% to 97% with silver grades from 4,231 g/t to 5,270 g/t.

 

The zinc recovery to zinc concentrate ranged from 46% to 64% with a final zinc grade of 40% to 49% zinc. Zinc metallurgical performance did not meet design criteria nor was it comparable to test work results.

 

Plant Modifications

With the current equipment, the mill facility has not demonstrated the ability to achieve the target throughput of 400 tpd. Based on plant testing, the installation of a second ball mill in series after the existing mill was recommended. Installation commenced in 2013 but was not completed. As part of the Project the mill installation is to be completed along with modifications to the classification circuit.

 

On-going evaluation of the flotation process will be required as the plant is optimized and operated on a long term basis. Technical support should include a flotation engineer and a metallurgical technician to support the operating staff.

 

Project Infrastructure

 

Elsa Facilities

The administrative offices and first aid facilities are currently based in Elsa, Yukon in a large facility that also accommodates the exploration group offices and core processing area. Maintenance and warehouse facilities are also located at Elsa. The warehouse building in Elsa is a two-story building with warehousing on both levels and a fully serviced maintenance shop on the northern end of the bottom floor. This building is used as a centralized warehouse/surface equipment facility for the Project operations.

 

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Flat Creek Facilities

The currently licensed Flat Creek camp facilities include a trailer camp, kitchen facility, and drillers dry assembled at the old Flat Creek town site (part of Elsa). The camp has a total capacity of 90 permanent beds. There are four refurbished houses located nearby with a total of 28 rooms, and an additional 20 rooms available in a bunkhouse. A fourth bunkhouse located adjacent to the houses is primarily used for seasonal surface exploration programs. The entire capacity of the camp facilities is 140 rooms. The facilities will require expansion to accommodate the estimated 230 operations employees in addition to the ongoing surface exploration employees and contractors.

 

Alexco is licensed to draw water from Flat Creek and an existing groundwater well for domestic use. Alexco has two sewage disposal permits at Elsa: one for the Flat Creek camp and one for the houses.

 

Mill Facility

The current facilities at the mill facility include mine and mill offices and dry, an assay lab, first aid facilities, and the mill and DSTF complex. The mine geology and engineering office buildings from Bellekeno were moved to the mill area to serve as a central office and dry facility for all mining operations. A metallurgical and assay laboratory conducts all basic testwork to monitor and improve the process flowsheet metallurgy and efficiency, and to support environmental monitoring.

 

The assay laboratory was constructed as a pre-packaged unit consisting of two retrofitted 40-foot shipping containers converted into laboratory modules. The laboratory is equipped with the necessary analytical instruments to provide all routine assays for the mine, plant, and environmental quality control monitoring.

 

Area Haul Road System

Alexco has constructed a series of access and haul roads to route mine traffic around the Keno City community. All traffic between Elsa and the mill facility and/or the Bellekeno mine is routed along the Christal Lake road and subsequently the Bellekeno haul road.

 

During mine production, heavy truck traffic from Lucky Queen will be routed along the Keno City bypass road to/from the Bellekeno haul road. Light truck traffic from Lucky Queen will continue to be routed through Keno City during mine operations.

 

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Electrical Power

Electrical power is available at the Project from the Yukon electrical utility.

 

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.

 

Concentrate Sales Contracts

Previously, the production of both the silver/lead concentrate and the zinc concentrate from the mill facility was being sold under contract with Glencore Ltd. The terms of the contract were reviewed and renegotiated annually to reflect current market conditions.

 

The terms of the current contract are included in the economic model in order to generate NSR values for the LOM plan.

 

Other Contracts

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 provides power under contract to various substations and to the Bellekeno mine and mill facility.

 

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

 

Environmental Studies, Permitting, and Social or Community Impact

 

The Project area includes a number of historical mines and processing operations within the Keno Hill Silver District spread out over 237.44 km 2 . These include nine major mines, three tailings disposal areas, and dozens of different shafts and adits. The Bellekeno, Lucky Queen and Bermingham sites have historical mine workings, waste rock storage areas, and mine water discharges, whereas the Flame & Moth site only has minor historical surface mine workings and a waste rock storage area that were reclaimed during the construction of the Keno District Mill.

 

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Alexco and its subsidiary, ERDC, have a unique arrangement 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. 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. Some high priority activities have already been implemented. Currently, active water treatment is carried out at five locations in the Keno Hill Silver District.

 

Alexco is responsible for environmental assessment, permitting, compliance, and costs associated with its ongoing exploration and new mine development activities. Additionally, if a new mine is brought into production including the use of infrastructure associated with a historic mine, terrestrial liabilities (i.e., waste rock storage areas and roads) and water related liabilities located within a designated “Production Unit” become the responsibility of Alexco. At this time, Bellekeno is the only area that has been defined as an active Production Unit. However, once commercial operations commence, the Lucky Queen, Flame & Moth and Bermingham mining areas would be classified as Production Units for which Alexco would be responsible for historic terrestrial and water related liabilities that are contained within the new active mining footprint.

 

Environmental Assessment and Permitting

Existing approvals for the care and maintenance, exploration, and mine development activities cover all aspects of the mine development at the Bellekeno, Lucky Queen, and Flame & Moth mines.

 

The Bellekeno and Lucky Queen mines have all permits and authorizations in place to commence full scale mine production. The Flame & Moth deposit has in place an amended Quartz Mining License QML-0009 which authorizes mine development to commence. Before milling of material from the Flame & Moth deposit, an amendment to Water Use Licence QZ09 - 092 is required. Additional minor approvals will also be required.

 

The terms and conditions for the Flame & Moth development, outlined in the Decision Document, include additional water treatment requirements, provision for a liner under the DSTF, additional equipment to reduce noise from the mill area crusher, and increased air quality and noise monitoring, and community consultation to address community concerns regarding air quality and noise related issues. The water license amendment process is well advanced and the final permitting phase for Flame & Moth is to hold a public hearing. The public hearing process is expected in early Q2 2017 followed by issuance of the water license amendment in Q2 2017.

 

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The Bermingham deposit has in place a Class IV Mining Land Use permit that authorizes surface exploration to occur. Underground development and advanced exploration drilling, will commence under an amendment to the current Class IV authorizations. It is assumed that underground development will need to be assessed through YESAB and that the water license will be amended to allow commercial milling of material from the Bermingham deposit. The Bermingham permitting timeline includes a two-step process which includes first permitting Bermingham to allow underground decline construction and bulk sampling followed by permitting to allow milling and tailings storage in the DSTF.

 

A 21 month period is estimated for the Bermingham deposit environmental assessment, permitting, and water licence amendment so that processing could begin in Q4 2018.

 

Noise, Vibration, Dust and traffic COnsiderations

Several specific issues were raised during the review process, and have been included in the Quartz Mining Licence. Mitigation measures that have been implemented or proposed by the company include limiting certain activities (e.g. crusher operations) and types of traffic to the hours of 7 am to 7 pm, constructing a building around the crusher and installing a sound dampening enclosure around the Flame & Moth ventilation fan.

 

Traffic-related issues have resulted in the construction of bypass roads and signage to separate public traffic from mine operations in key areas.

 

Land, Resource Use and Heritage Resources

The local community and First Nations have expressed concerns regarding continued access for recreation and tourism in the area, subsistence harvesting and traditional use, sport and commercial hunting, fishing and trapping, mineral development, and preservation of historical resources. Although impacts are expected to be minor, Alexco is working with the various stakeholders to address these concerns.

 

Community and First Nations Relations

The Keno Hill Silver District is situated in the traditional territory of the First Nation of Na-cho Nyak Dun (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.

 

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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.

 

Waste and Water Management Plans

Waste rock from the deposits can have the potential for acid generation and/or metal leaching (P-AML). The P-AML rock is stored in specific designed facilities. Non P-AML is stored on surface or is used for construction as needed.

 

Water from mining operations is discharged to ponds and if necessary treated before discharge.

 

Tailings

Tailings will continue to be deposited in the licensed DSTF or used as backfill in the operating mines. Geochemical testing on tailings from Bermingham have not been completed, however, for the purpose of this PEA, it is assumed that the Flame & Moth and Bermingham tailings will be geochemically similar to the already licensed tailings and that no additional measures will be required to control metal leaching/acid rock drainage.

 

Mine Reclamation and Closure

An updated Reclamation and Closure Plan was approved by the Government of Yukon in 2016 that encompasses all of the active mining and processing activities in the Keno Hill Silver District. Some key aspects of the closure plan are listed as below:

 

· P-AML waste rock will either be placed as backfill in the mine or sloped to shed water and then covered with a 0.5 m layer of low permeability borrow material.

 

· N-AML waste rock storage facilities will be regraded, scarified, and revegetated.

 

· Adits and raises will be sealed to prevent access.

 

· At the Bellekeno mine, in-pool treatment measures will be implemented to reduce metal loadings if required. The active treatment system will be converted to a passive bioreactor system.

 

· All buildings and equipment will be removed from the portal areas.

 

· Linear disturbances (roads) will be subject to standard decommissioning measures.

 

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· The Flat Creek camp will be downsized as needed to support ongoing care and maintenance activities in the KHSD.

 

· Buildings and other infrastructure in the mill area will be dismantled and removed.

 

· The DSTF will be covered. If monitoring indicates that it is necessary, meteoric water will be directed to a passive biological treatment system for polishing prior to discharge.

 

· Various monitoring activities will continue until the performance of the closure measures has been verified.

 

Capital and Operating Costs

 

The capital cost estimate for the Project is summarized in Table 1-5. The capital costs include the restart of the Bellekeno mine, development of the Flame & Moth deposit, development of the Bermingham deposit and the reopening of the Lucky Queen mine plus the necessary process plant and infrastructure for the restart of operations. Pre-production is considered to be year 1 and year 2 (2017 and 2018) of the plan. The capital costs are based on Q4 2016 estimates.

 

Table 1-5 Capital Cost Summary
Alexco Resource Corp. – Keno Hill Silver District Project
                 
    Total Year 1 Year 2 Year 3 Year 4 Year 5 Yr 6-9
Mining C$ '000 75,754 8,663 19,323 10,392 6,369 7,231 23,775
Processing C$ '000 951 205 746 - - - -
Infrastructure C$ '000 7,947 364 3,691 1,386 210 298 1,998
Tailings C$ '000 821 - 47 119 118 118 419
Total Capital Cost C$ '000 85,473 9,232 23,808 11,897 6,697 7,647 26,192
                -
Contingency C$ '000 17,095 1,846 4,762 2,379 1,339 1,529 5,238
Total Capital Cost C$ '000 102,568 11,078 28,569 14,277 8,037 9,176 31,431

 

The capital cost estimates were generated by Alexco and were reviewed and modified based upon detailed review by RPA. RPA considers the accuracy of capital cost estimate components to be at a scoping level. A 20% contingency has been included in the capital cost estimate based upon a review of the capital details.

 

The sustaining capital is mainly the major mine development in the deposits to be mined.

 

Exclusions from the capital cost estimate include, but are not limited to, the following:

 

· Study costs to advance the Project engineering.

 

· All sunk costs to the end of 2016.

 

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· Project financing and interest charges.

 

· Working capital.

 

· Escalation during construction and operation.

 

Table 1-6 shows the LOM site operating cost estimate. It is based on LOM plant feed of 1,021 kt and operating at a rate of 146,000 tpa.

 

Table 1-6 LOM Site Operating Cost Summary

Alexco Resource Corp. – Keno Hill Silver District Project

 

Area

LOM Site

Opex ($M)

Unit Cost

($/t)

Mine 197.3 193.25
Mill 61.9 61.89
G&A 69.8 69.79
LOM Total Site 331.8 324.93

 

The operation is planned to be a fly-in fly out operation with employees remaining in camp for their work rotation. The manpower will range from 197 to 235 persons over the Project life.

 

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EXHIBIT 99.2

 

 

 

 
ALEXCO RESOURCE CORP.
 
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016
 

 

 

 

  

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 Canadian generally accepted accounting principles. 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 Canadian generally accepted accounting principles, 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, 2017, 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, 2017.

 

“Clynton R. Nauman” “Michael Clark”
  (signed)   (signed)
   
Clynton R. Nauman Michael Clark
Chairman and Chief Executive Officer Chief Financial Officer
   
March 14, 2018  

 

 

 

 

 

 

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 Company) as of December 31, 2017 and 2016, and the related consolidated statements of loss and comprehensive loss, shareholders’ equity and cash flows for the years then ended, including the related notes (collectively referred to as the consolidated financial statements). We also have audited the Company's internal control over financial reporting as of December 31, 2017, 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 Company as of December 31, 2017 and 2016, and their financial performance and their cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS). Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

 

Basis for Opinions 

The Company'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 Company’s consolidated financial statements and on the Company'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 Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

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.

 

 

 

 

PricewaterhouseCoopers LLP

PricewaterhouseCoopers Place, 250 Howe Street, Suite 1400, Vancouver, British Columbia, Canada V6C 3S7

T: +1 604 806 7000, F: +1 604 806 7806

 

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

 

 

 

 

 

 

 

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.

 

(Signed) “PricewaterhouseCoopers LLP”

 

Chartered Professional Accountants

 

Vancouver, Canada

March 14, 2018

 

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

 

 

 

 

ALEXCO RESOURCE CORP.

CONSOLIDATED BALANCE SHEETS

AS AT DECEMBER 31

 

(expressed in thousands of Canadian dollars)

    Note   2017     2016  
                 
ASSETS                    
                     
Current Assets                    
Cash and cash equivalents   6   $ 17,906     $ 20,382  
Accounts and other receivables   7     2,086       2,938  
Restricted cash and deposits   8     499       -  
Investments   9     728       1,691  
Inventories   10     646       151  
Prepaid expenses and other         538       401  
          22,403       25,563  
                     
Non-Current Assets                    
Restricted cash and deposits   8     6,593       6,948  
Investments   9     1,027       -  
Inventories   10     4,743       5,110  
Property, plant and equipment   11     14,139       13,967  
Mineral properties   12     74,816       65,849  
Intangible assets         115       195  
                     
Total Assets       $ 123,836     $ 117,632  
                     
LIABILITIES AND SHAREHOLDERS’ EQUITY                    
                     
Current Liabilities                    
Accounts payable and accrued liabilities   13   $ 3,601     $ 1,832  
Environmental services contract loss provision         25       121  
Deferred revenue         87       167  
Flow-through share premium pending renunciation         276       -  
          3,989       2,120  
Non-Current Liabilities                    
Environmental services contract loss provision         101       156  
Deferred revenue         109       170  
Silver streaming interest   14     11,518       18,118  
Decommissioning and rehabilitation provision   15     5,055       4,955  
Deferred income tax liabilities, net   19     3,004       1,440  
                     
Total Liabilities         23,776       26,959  
                     
Shareholders' Equity         100,060       90,673  
                     
Total Liabilities and Shareholders' Equity       $ 123,836     $ 117,632  
                     
COMMITMENTS   25                
SUBSEQUENT EVENTS   26                

 

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     2017     2016  
                   
Revenues                        
Environmental Services Revenue             10,732       11,361  
                         
Cost of Sales                        
Environmental Services Costs             6,732       8,495  
                         
Total gross profit             4,000       2,866  
                         
General and administrative expenses     17       10,942       7,514  
Mine site care and maintenance     18       1,723       1,954  
              12,448       9,468  
                         
Operating Loss             (8,665 )     (6,602 )
                         
Other Income (Expenses)                        
Other income and finance costs             184       30  
Gain  on investments     9       1,341       2,742  
Foreign exchange (loss) gain             964       (137 )
                         
Loss Before Taxes             (6,176 )     (3,967 )
                         
Income Tax Provision                        
Current     19       -       2  
Deferred     19       1,472       390  
                         
Net Loss             (7,648 )     (4,359 )
                         
Other Comprehensive Income (Loss)                        
Items that may be reclassified subsequently to net income (loss)                        
Cumulative translation adjustments, net of tax             (564 )     24  
Unrealized gain on available-for-sale investments, net of tax             241       1,530  
Recycle of gain on available-for-sale to income, net of tax             (344 )     (1,306 )
Other Comprehensive Income (Loss)             (667 )     248  
                         
Total Comprehensive Loss           $ (8,315 )   $ (4,111 )
                         
Basic and diluted loss per common share           $ (0.08 )   $ (0.05 )
                         
Weighted average number of common shares outstanding             98,486,437       86,475,882  

 

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)   2017     2016  
             
Cash Flows used in Operating Activities                
Net loss   $ (7,648 )   $ (4,359 )
Items not affecting cash from operations:                
Deferred revenue     (142 )     (382 )
Environmental services contract loss provision     (152 )     (49 )
Depreciation of property, plant and equipment     1,558       1,964  
Amortization of intangible assets     76       112  
Share-based compensation expense     2,359       1,095  
Finance costs, foreign exchange and other     (1,418 )     72  
Realized gain on disposition of investments     (1,204 )     (1,530 )
Unrealized gain on investments     (632 )     (1,212 )
Advisory fees paid in shares     500       -  
Deferred income tax provision     1,472       390  
                 
Changes in non-cash working capital balances related to operations                
(Increase) decrease in accounts and other receivables     849       (450 )
Increase in inventories     (129 )     (15 )
(Increase) decrease in prepaid expenses and other current assets     (140 )     6  
Increase (decrease) in accounts payable and accrued liabilities     599       (252 )
Increase (decrease) in income taxes payable     (2 )     2  
                 
      (4,054 )     (4,608 )
                 
Cash Flows used in Investing Activities                
Expenditures on mining operations properties     (143 )     (264 )
Expenditures on exploration and evaluation properties     (7,012 )     (5,017 )
Purchase of property, plant and equipment     (1,982 )     (63 )
Proceeds from disposal of available for-sale-investments     2,003       1,778  
Release of security from remediation services agreement     -       3,873  
Increase in restricted cash for decommissioning obligations     (195 )     (1,991 )
                 
      (7,329 )     (1,684 )
                 
Cash Flows from Financing Activities                
Proceeds from issuance of shares     9,043       13,008  
Issuance costs     (716 )     (936 )
Proceeds from exercise of warrants     418       6,208  
Proceeds from exercise of stock options     162       231  
                 
      8,907       18,511  
                 
Increase (decrease) in Cash and Cash Equivalents     (2,476 )     12,219  
Cash and Cash Equivalents - Beginning of Year     20,382       8,163  
                 
Cash and Cash Equivalents - End of Year     17,906       20,382  

 

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, 2017 AND 2016

(expressed in thousands of Canadian dollars)

   

    Common Shares                                      
    Number of
Shares
    Amount     Warrants     Share
Options
and RSU's
    Contributed
Surplus
    Accumulated
Deficit
    Accumulated
Other
Comprehensive
Income (Loss)
    Total  
                                                 
Balance - December 31, 2016     92,950,194     $ 186,952     $ 2,134     $ 7,216     $ 12,880     $ (118,045 )   $ (464 )   $ 90,673  
                                                                 
Net loss     -       -       -       -       -       (7,648 )     -       (7,648 )
Other comprehensive income     -       -       -       -       -       -       (667 )     (667 )
Share-based compensation
expense recognized
    -       -       -       2,728       -       -       -       2,728  
Equity offering, net of issuance costs     4,205,820       7,222       72       -       -       -       -       7,294  
Shares issued - advisory fees     250,000       500       -       -       -       -       -       500  
Shares issued - consideration for Wheaton (note 8)     3,000,000       6,600       -       -       -       -       -       6,600  
Exercise of share options     126,340       240       -       (78 )     -       -       -       162  
Exercise of warrants     458,878       532       (114 )     -       -       -       -       418  
Share options forfeited or expired     -       -       -       (2,863 )     2,863       -       -       -  
Release of RSU settlement shares     289,618       343       -       (343 )     -       -       -       -  
                                                                 
Balance - December 31, 2017     101,280,850     $ 202,389     $ 2,092     $ 6,660     $ 15,743     $ (125,693 )   $ (1,131 )   $ 100,060  
                                                                 
Balance - December 31, 2015     77,226,026     $ 168,585     $ 1,405     $ 7,378     $ 12,063     $ (113,686 )   $ (712 )   $ 75,033  
                                                                 
Net loss     -       -       -       -       -       (4,359 )     -       (4,359 )
Other comprehensive income     -       -       -       -       -       -       248       248  
Share-based compensation
expense recognized
    -       -       -       1,231       -       -       -       1,231  
Equity offering, net of issuance costs     10,839,972       9,765       2,317       -       -       -       -       12,082  
Exercise of share options     316,669       341       -       (111 )     -       -       -       230  
Exercise of warrants     4,364,575       7,796       (1,588 )     -       -       -       -       6,208  
Share options forfeited or expired     -       -       -       (817 )     817       -       -       -  
Release of RSU settlement shares     202,952       465       -       (465 )     -       -       -       -  
                                                                 
Balance - December 31, 2016     92,950,194     $ 186,952     $ 2,134     $ 7,216     $ 12,880     $ (118,045 )   $ (464 )   $ 90,673  

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

(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, comprised of mineral exploration and mine development in Canada, located in the 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, in Canada and the United States.

 

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 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. Furthermore, the acquisition of title to mineral properties is a complicated and uncertain process, and while the Corporation has taken steps in accordance with common industry practice to verify its title to the mineral properties in which it has an interest, there can be no assurance that such title will ultimately be secured. The carrying amounts of mineral properties are based on costs incurred to date, adjusted for depletion and impairments, and do not necessarily represent present or future values.

 

In September 2013, Bellekeno mining operations were suspended in light of a sharply reduced silver price environment and have remained on care maintenance since then.

 

Alexco is a public company which is listed on the Toronto Stock Exchange (under the symbol AXR) 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 (“IFRS”) as issued by the International Accounting Standards Board, and were approved for issue by the Board of Directors on March 14, 2018.

 

These consolidated financial statements have been prepared on a going concern basis 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. (formerly Alexco Resource Canada Corp., formerly 650399 B.C. Ltd.), Elsa Reclamation & Development Corporation Ltd. (“ERDC”), Alexco Exploration Canada Corp., Alexco Environmental Group Inc. (formerly Access Mining Consultants Ltd.), Alexco Environmental Group Holdings Inc. and Alexco Water and Environment Inc. (“AWE”). During the period January 1, 2017 through December 28, 2017 amounts from Alexco Environmental (US) Group Inc. (“AEG US”) and Alexco Financial Guarantee Corp. (“AFGC”) (together referred to as “AEG US Group”) were consolidated by the Corporation. 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, 2017 AND 2016

(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.

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

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

  

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.

 

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

 

Mining Operations Properties

 

Mining operations properties are recorded at cost on a property-by-property basis. The recorded cost of mining operations 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 operations 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 of Non-Current Non-Financial Assets

 

The carrying amounts of non-current non-financial assets are reviewed and evaluated for impairment when events or changes in circumstances indicate that the carrying amounts of the related asset may not be recoverable. Non-current non-financial assets include property, plant, equipment, mineral properties and finite-life intangible assets. 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 to which the asset belongs is determined, with a cash - generating unit 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 cash generating unit (“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 cash-generating unit 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 cash-generating unit 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 cash-generating unit 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, 2017 AND 2016

(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

 

All revenue is measured at the fair value of the consideration received or receivable when the amount of revenue can be measured reliably and it is probable that the economic benefits associated with the transaction will flow to the Corporation, and is subject to the provision that ultimate collection be reasonably assured at the time of recognition.

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

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

 

Revenue from environmental services is recognized with reference to the stage of completion, based on an output appropriate to the particular service contract, such as performance of agreed service deliverables, or provision of billable hours under straight hourly bill contracts. Payments received prior to recognition of the related revenue are recorded as deferred revenue.

 

(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 restricted share units, 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. The number of awards expected to vest is reviewed at least annually, with any impact being recognized immediately.

 

(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 and is then 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.

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

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

 

(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:

 

· 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 their contractual provisions. Measurement in subsequent periods depends on the financial instrument’s classification.

 

Loans and Receivables

 

Cash and cash equivalents and accounts and other receivables (other than embedded derivatives) are measured at amortized cost. Where necessary, accounts and other receivables are recorded net of allowances for uncollectible amounts.

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

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

 

Financial Assets at Fair Value Through Profit or Loss

 

Derivative instruments, including embedded derivatives included within accounts receivable arising from sales of concentrates, are classified as fair value through profit or loss and accordingly are measured at fair value. Unrealized gains and losses on embedded derivatives arising from the sale of concentrates are recognized as adjustments to revenue. Unrealized gains and losses on other derivatives, if any, are recorded as part of other gains or losses in earnings.

 

Held-to-Maturity Investments

 

Investments, including term deposits not included in cash equivalents, with fixed or determinable payments and fixed maturity and which the Corporation has the intention and ability to hold to maturity are classified as held to maturity and thus are measured at amortized cost using the effective interest method.

 

Available-for-Sale Financial Assets

 

Investments are designated as available-for-sale and measured at fair value, with unrealized and realized gains and losses recognized in other comprehensive income. Available-for-sale investments are recorded as current assets unless management intends to hold them for a period longer than twelve months from the balance sheet date.

 

Financial Liabilities

 

Financial liabilities include accounts payable and accrued liabilities, and are measured at amortized cost using the effective interest method. Financial liabilities are classified as current liabilities if payment is due within twelve months. Otherwise, they are presented as non-current liabilities.

 

Impairment and Uncollectibility of Financial Assets

 

At each reporting date, the Corporation assesses whether there is objective evidence of impairment of any financial asset measured at other than fair value, or available for sale financial assets where a decline in fair value has been recognized in other comprehensive income. If such evidence exists, the Corporation recognizes an impairment loss.

 

Impairment losses on financial assets carried at amortized cost or a debt instrument carried as available-for-sale are reversed in subsequent periods if the amount of the loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized. Impairments relating to investments in available-for-sale equity instruments are not reversed through profit or loss.

 

(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 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

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

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

  

4. New and Revised Accounting Standards

 

A number of new standards and amendments to standards and interpretations that have been issued but are not yet effective:

 

IFRS 9, Financial Instruments , addresses the classification, measurement and recognition of financial assets and financial liabilities. It replaces the guidance in IAS 39, Financial Instruments: Recognition and Measurement that relate to the classification and measurement of financial instruments. IFRS 9 retains but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets: amortized cost, fair value through other comprehensive income and fair value through profit or loss. The basis of classification depends on the entity’s business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the IAS 39 requirements. The main change for liabilities is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity’s own credit risk is recorded in other comprehensive income (loss) rather than in net earnings. IFRS 9 is effective for annual periods beginning on or after January 1, 2018, with early adoption permitted.

 

We have concluded that this standard will not have a material effect on our financial statements.

 

We have made the irrevocable classification choice to record fair value changes on our available-for-sale investments in other comprehensive income. This election will result in a reclassification of $nil from our retained earnings to accumulated other comprehensive income (loss), all within equity, on January 1, 2018.

 

IFRS 15, Revenue from Contracts with Customers deals with revenue recognition and establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. Revenue is recognized when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the good or service. IFRS 15 also requires enhanced disclosures about revenue to help investors better understand the nature, amount, timing and uncertainty of revenue and cash flows from contracts with customers.The standard replaces IAS 18, Revenue and IAS 11, Construction contracts and related interpretations. The standard is effective for annual periods beginning on or after January 1, 2018, with early adoption permitted.

 

In 2013, the Corporation put the previously operating Keno Hill District (“District”) on care and maintenance, where it has remained since that date. When the District resumes mining operations, we will review the sales contracts in place and assess the effects of the new standard.

 

We have substantially completed our analysis of IFRS 15 and the effect the adoption will have on our financial statements.  Management’s primary focus was evaluating contracts under our Environmental Services business, as this is currently our primary source of revenue. Based on this analysis, we do not anticipate significant changes to the timing and amount of our revenue recognition related to from environmental services under IFRS 15, as the majority of our contracts contain a single performance obligation. Consequently, consistent with our existing policy, revenue will be recognized “over time”, as the services are provided.

 

We have also assessed the impact of IFRS 15 on our silver streaming arrangement with Wheaton Precious Metals Corp. (“Wheaton”), as described in Note 14.  At the date the transaction was completed, we determined that the contract is a sale of a mineral interest and a related contract to provide extraction services.   Under our existing policy, we apply the provisions of IFRS 6, which allows for an accounting policy choice to either apply the proceeds received as a credit to the carrying value of the exploration and evaluation (“E&E”) asset, or account for the transaction as a partial sale, with deferral of the gain, to be recognised on a units-of-production sold basis. Upon the effective date of IFRS 15, the company will continue to apply IFRS 6, as permitted, but as a result, will elect the policy to apply the proceeds received as a credit to the carrying value of the E&E asset. Management believes this approach to be more relevant and reliable.

 

Specifically, advance payments received under the Wheaton contract will be accounted for as follows:

 

· The USD $50,000,000 initial deposit recorded as consideration will be applied against the carrying value of the mineral interest, with no gain or loss being recorded; and

 

· Revenue from extraction services will be recognized using a transaction price of US$3.90/oz, which is considered the stand-alone selling price of those services at the inception of the contract.

 

In January 2016, the IASB issued IFRS 16 – Leases ("IFRS 16") which replaces IAS 17 – Leases and its associated interpretative guidance. IFRS 16 applies a control model to the identification of leases, distinguishing between a lease and a service contract on the basis of whether the customer controls the asset being leased. For those assets determined to meet the definition of a lease, IFRS 16 introduces significant changes to the accounting by lessees, introducing a single, on-balance sheet accounting model that is similar to current finance lease accounting, with limited exceptions for short-term leases or leases of low value assets. Lessor accounting remains similar to current accounting practice. The standard is effective for annual periods beginning on or after January 1, 2019, with early application permitted for entities that apply IFRS 15. The Corporation is currently evaluating the impact the standard is expected to have on its consolidated financial statements.

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

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

 

In June 2017, the IFRS Interpretation Committee issued IFRIC 23, which clarifies how the recognition and measurement requirements of IAS 12 Income Taxes are applied where there is uncertainty over income tax treatments. IFRIC 23 becomes effective for annual periods beginning on or after January 1, 2019 and is to be applied retrospectively with early adoption permitted. The Corporation is in the process of assessing the impact of IFRIC 23 on the consolidated financial statements.

 

There are no other IFRS’s or International Financial Reporting Interpretations Committee (“IFRIC”) interpretations that are not yet effective that are expected to have a material impact on the Corporation.

 

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. Management bases its estimates of future commodity prices and foreign currency exchange rates primarily on consensus investment analyst forecasts, which are tracked and updated as published on generally a quarterly basis. Actual outcomes can differ from these estimates.

 

The most significant judgments and estimates made by management in preparing the Corporation’s financial statements are described as follows:

 

· Mineral Resources

 

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 mineral 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 non-current non-financial assets and estimating amounts of future taxable income in determining whether to record a deferred tax asset.

 

· Impairment and Impairment Reversals of Non-Current Non-Financial Assets

 

The Corporation reviews and evaluates the carrying value of each of its non-current non-financial assets 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 non-current non-financial assets.

 

Management has assessed indicators of impairment and impairment reversals on the Corporation’s non-current non-financial assets and has concluded that no impairment or impairment reversal indicators exists as of December 31, 2017.

 

· 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. Significant judgements must be made when determining such reclamation and closure activities and measures required and potentially required.

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

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

 

· 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 14 for further details on the methods and assumptions associated with the measurement of the embedded derivative within the Silver Streaming Interest.

 

6. Cash and Cash Equivalents

 

   

December 31

2017

   

December 31

2016

 
             
Cash at bank and on hand   $ 6,019     $ 6,484  
Short-term bank deposits     11,887       13,898  
                 
    $ 17,906     $ 20,382  

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

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

 

7. Accounts and Other Receivables

 

    December 31
2017
  December 31
2016
         
Trade receivables   $ 1,988     $ 2,760  
Interest and other     99       179  
Less: allowance for doubtful accounts     (1 )     (1 )
                 
    $ 2,086     $ 2,938  

 

8. Restricted Cash and Deposits

 

    December 31
2017
  December 31
2016
         
Security for remediation services agreement   $ 499     $ 534  
Security for decommissioning obligations     6,507       6,328  
Other     86       86  
                 
Restricted cash and deposits     7,092       6,948  
                 
Less: Current portion     499       -  
                 
    $ 6,593     $ 6,948  

 

Security for remediation services agreement of $499,000 (US$398,000) as at December 31, 2017 (2016 -$534,000; US$398,000) represents security that has been posted in support of a cost and environmental performance commitment provided under an environmental consulting and remediation services agreement with a third party customer. Subject to consent from third parties, this security is expected to be released within twelve months.

 

Security for decommissioning obligations of $6,507,000 as at December 31, 2017 (2016 - $6,328,000) represents security for costs that are expected to be required in respect of future reclamation and closure activities at the end of the life of the Bellekeno, Flame & Moth, Lucky Queen and Onek deposits.

 

9. Investments

 

    December 31
2017
  December 31
2016
         
Common shares held   $ 673     $ 365  
Warrants held     1,082       1,326  
                 
Investments     1,755       1,691  
Less: Current Portion     728       1,691  
                 
    $ 1,027     $ -  

 

As of December 31, 2017, the common shares held consist of 4,775,000 common shares of Banyan Gold Corp. (“Banyan”) (December 31, 2016 – nil) and 300,000 common shares of Golden Predator Mining Corp. (“Golden Predator”) (December 31, 2016 – 473,500). As of December 31, 2017, the warrants held consist of 4,375,000 warrants of Banyan (December 31, 2016 – nil) with an exercise price of $0.115 and 1,425,000 warrants of Golden Predator (December 31, 2016 – 2,125,000) with exercise prices ranging between $0.15 and $1.00 per share.

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

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

 

During the year ended December 31, 2017, the Corporation recorded a pre-tax gain on investments in the amount of the $1,341,000 (2016 - $1,530,000). The gain on investments for the year ended December 31, 2017 consists of a realized pre-tax gain on the sale of Golden Predator shares in the amount $1,204,000 (2016 – $111,000) and a fair value measurement adjustment on warrants held in Banyan and Golden Predator in the amount of $137,000 (2016 – $224,000).

 

 

 

   

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

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

 

10. Inventories

 

    December 31
2017
  December 31
2016
         
Ore in stockpiles and mining supplies   $ 4,743     $ 5,110  
Materials and supplies     646       151  
                 
Inventory     5,389       5,261  
                 
Less: Current portion     646       151  
                 
    $ 4,743     $ 5,110  

 

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, 2015   $ 1,364     $ 5,213     $ 20,402     $ 6,707     $ 1,322     $ 35,008  
Additions     -       -       -       -       72       72  
Decommission change in estimate     -       -       (106 )     -       -       (106 )
Disposals     -       -       -       (55 )     -       (55 )
                                                 
December 31, 2016   $ 1,364     $ 5,213     $ 20,296     $ 6,652     $ 1,394     $ 34,919  
Additions     345       14       13       1,594       34       2,000  
                                                 
December 31, 2017   $ 1,709     $ 5,227     $ 20,309     $ 8,246     $ 1,428     $ 36,919  

 

Accumulated
Depreciation
  Land and
Buildings
  Camp,
Roads, and
Other Site
  Ore
Processing
Mill
  Heavy
Machinery
and
Equipment
  Leasehold
Improvements
& Other
  Total
                         
December 31, 2015   $ 215     $ 3,946     $ 7,788     $ 5,759     $ 1,208     $ 18,916  
Depreciation     60       410       1,040       542       31       2,083  
Disposal     -       -       -       (47 )     -       (47 )
                                                 
December 31, 2016   $ 275     $ 4,356     $ 8,828     $ 6,254     $ 1,239     $ 20,952  
Depreciation     75       286       1,040       384       43       1,828  
                                                 
December 31, 2017   $ 350     $ 4,642     $ 9,868     $ 6,638     $ 1,282     $ 22,780  

 

Net book Value   Land and
Buildings
  Camp,
Roads, and
Other Site
  Ore
Processing
Mill
  Heavy
Machinery
and
Equipment
  Leasehold
Improvements
& Other
  Total
                         
December 31, 2016   $ 1,089     $ 857     $ 11,468     $ 398     $ 155     $ 13,967  
                                                 
December 31, 2017   $ 1,359     $ 585     $ 10,441     $ 1,608     $ 146     $ 14,139  

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

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

  

During the year ended December 31, 2017, the Corporation recorded total depreciation of property, plant and equipment of $1,828,000 (2016 – $2,083,000), of which $1,563,000 (2016 – $1,964,000) has been charged to income with $142,000 (2016 – $246,000) recorded in environmental services cost of sales and $1,421,000 (2016 – $1,718,000) reflected under general expenses and mine site care and maintenance.

 

Of the balance, $265,000 (2016 – $119,000) was related to property, plant and equipment used in exploration activities and has been capitalized to mineral properties.

 

12. Mineral Properties

 

    December 31
2016
  Expenditures
Incurred
 

December 31
2017

             
Mineral Properties                        
Keno Hill District Properties                        
Bellekeno   $ 8,804     $ 76     $ 8,880  
Lucky Queen     2,113       130       2,243  
Onek     321       16       337  
McQuesten (i)     3,814       73       3,886  
Silver King     7,154       -       7,154  
Flame & Moth     21,966       489       22,455  
Bermingham     15,193       8,184       23,377  
Elsa Tailings     884       -       884  
Other Keno Hill Properties     5,410       -       5,410  
Other     190       -       190  
                         
Total   $ 65,849     $ 8,967     $ 74,816  

 

    December 31
2015
  Expenditures
Incurred
 

December 31

2016

             
Mineral Properties                        
Keno Hill District Properties                        
Bellekeno   $ 8,833     $ (29 )   $ 8,804  
Lucky Queen     1,958       155       2,113  
Onek     289       32       321  
McQuesten (i)     3,794       20       3,814  
Silver King     7,154       -       7,154  
Flame & Moth     20,912       1,054       21,966  
Bermingham     11,059       4,134       15,193  
Elsa Tailings     884       -       884  
Other Keno Hill Properties     5,410       -       5,410  
Other     190       -       190  
                         
Total   $ 60,483     $ 5,366     $ 65,849  

 

(i) Effective May 24, 2017, the Corporation entered into an Option Agreement with Banyan Gold Corp. (“Banyan”) to option up to 100% the McQuesten property. In three stages, Banyan may earn up to 100% of the McQuesten property, by incurring a minimum of $2,600,000 in exploration expenditures ($338,954 incurred), issue 1,600,000 shares (400,000 shares issued), pay 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. Any payments received are credited against the mineral property.

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

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

  

    Mining
 Operations
Properties
  Exploration and
 Evaluation
Properties
 

 

 

Total

             
December 31, 2017                        
Cost   $ 130,387     $ 70,366     $ 200,753  
Accumulated depletion and write-downs     (118,927 )     (7,010 )     (125,937 )
Net book value   $ 11,460     $ 63,356     $ 74,816  
                         
December 31, 2016                        
Cost   $ 130,165     $ 61,621     $ 191,786  
Accumulated depletion and write-downs     (118,927 )     (7,010 )     (125,937 )
Net book value   $ 11,238     $ 54,611     $ 65,849  

 

(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 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, 2017 a total of $37,000 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. 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 Governments’ election should ERDC be declared in default under the 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 have been suspended in light of a low silver price environment.

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

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

 

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%.

 

13. Accounts payable and accrued liabilities

 

    December 31
2017
  December 31
2016
                 
Trade payables   $ 1,468     $ 814  
Accrued liabilities and other     2,133       1,016  
                 
    $ 3,601     $ 1,830  

 

14. Silver Streaming Interest

 

    December 31
2017
  December 31
2016
         
Balance – Silver Stream Interest   $ 18,118     $ 18,118  
                 
Less: Embedded derivative asset     (6,600 )     -  
                 
    $ 11,518     $ 18,118  

 

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

 

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 has now been extended to December 31, 2019. If the completion test is not satisfied by December 31, 2019, 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 reduced by mine production and mill throughput exceeding 322 tonnes per day for a 30 day period prior to December 31, 2019.

 

 

 

  

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

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

  

In consideration of the foregoing amendments, the Corporation issued 3,000,000 shares 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 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 IAS 39, Financial Instruments . The embedded derivative asset was initially recorded at fair value based on the value of the consideration paid to Wheaton and will be re-measured at fair value on a re-occurring basis at each period end with changes in value being recorded within the Statement of Income/(loss).

 

As at December 31, 2017, 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 preliminary economic assessment (the “PEA”), such as payable ounces delivered, head grade and silver price  and will be updated as a result of updated studies, mine plans and actual production. A discount rate of 13%, representing the implied discount rate applied to the payment made under the Amended SPA was used to calculate the NPV. There were no significant changes in fair value to the underlying embedded derivative therefore there were no adjustments recorded during the year ended December 31, 2017.

 

15. Decommissioning and Rehabilitation Provision

 

    December 31
2017
  December 31
2016
         
Balance – beginning of year   $ 4,955     $ 5,111  
                 
(Decrease) increase due to re-estimation     37       (220 )
Accretion expense, included in finance costs     63       64  
                 
Balance – end of year   $ 5,055     $ 4,955  

 

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, Lucky Queen and Onek mines. These activities include water treatment, land rehabilitation, ongoing care and maintenance and other reclamation and closure related requirements. The $6,499,000 currently posted is included in the Corporation’s non-current restricted cash and deposits.

 

The total inflation adjusted estimated cash flows required to settle the decommissioning and rehabilitation provision is estimated to be $6,187,000 (2016 – $6,056,000), with the expenditures expected to be incurred substantially over the course of the next 17 years. In determining the carrying value of the decommissioning and rehabilitation provision as at December 31, 2017, the Corporation has used a risk-free discount rate of 2.11% (2016 – 2.1%) and an inflation rate of 2.0% (December 31, 2016 – 2.0%) resulting in a discounted amount of $5,055,000 (2016 – $4,955,000).

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

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

  

16. Capital and Reserves

 

Shareholders’ Equity

 

The following share transactions took place in the year ended December 31, 2017:

 

1. On May 30, 2017, the Corporation completed a bought deal financing and issued 4,205,820 flow-through common shares on a private placement basis at a price of $2.15 per share for aggregate gross proceeds of $9,042,513. Share issuance costs were $788,000 including non-cash items of $72,000 related to the valuation of broker warrants;

 

 

2. 126,339 stock options were exercised for proceeds of $162,000;

 

3. 463,078 warrants were exercised for proceeds of $418,000;

 

4. 289,626 common shares were issued from treasury upon vesting of restricted share units (“RSUs”);

 

5. 3,000,000 common shares were issued from treasury in consideration to Wheaton for amending the silver stream agreement (see Note 14); and

 

6. 250,000 common shares were issued from treasury for advisory services rendered (see Note 14).

 

On July 29, 2016 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 July 29, 2016.

 

The changes in warrants outstanding are summarized as follows:

  

Expiry Date   Exercise
Price
  Balance at
December 31, 2016
  Issued   Exercised   Balance  at
December 31, 2017
December 8, 2017   $ 0.53       323,362       -       (323,362 )     -  
May 17, 2018   $ 1.75       5,008,336       -       (139,716 )     4,868,620  
May 17, 2018   $ 1.49       60,900       -       -       60,900  
May 30, 2019   $ 2.15       -       126,174       -       126,174  
                                         
    $ 1.76       5,392,598       126,174       (463,078 )     5,055,694  

 

The following share transactions took place in the year ended December 31, 2016:

 

a) On May 17, 2016, the Corporation closed a non-brokered private placement of units of the Corporation ("Units") at a price of $1.20 per Unit pursuant to which the Corporation issued 10,839,972 Units for aggregate gross proceeds of $13,007,966. Each unit consisted of one common share and one-half of one non-transferable warrant, each whole such warrant entitling the holder to purchase one additional common share of the Corporation at a price of $1.75 per share for a period of 24 months following the date of issuance. Share issuance costs were $1,132,000 including non-cash items of $196,000 related to the valuation of broker warrants.

 

b) 316,669 stock options were exercised for proceeds of $231,000.

 

c) 4,364,575 warrants were exercised for proceeds of $6,208,000.

 

d) 202,952 common shares were issued from treasury on the vesting of RSUs.

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

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

 

Equity Incentive Plan

 

Under the Corporations equity incentive plan (the “Equity Incentive Plan”), the aggregate number of common shares issuable on the exercise of stock options or issuance of RSUs cannot exceed 10% of the number of common shares issued and outstanding. As at December 31, 2017, a total of 6,546,666 stock options and 398,326 RSUs were outstanding under the New Plan and a total of 3,183,093 remain available for future grants.

 

Incentive Stock Options

 

Stock options under the Equity Incentive Plan have a maximum term of five years, vesting 25% upon granting and 25% each six months thereafter. 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.

 

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, 2016   $ 2.48       6,175,995     $ 6,996  
                         
Stock options granted   $ 2.31       1,645,500       -  
Share based compensation expense     -       -       2,204  
Options exercised   $ 1.28       (126,332 )     (78 )
Options forfeited or expired   $ 4.78       (1,148,497 )     (2,864 )
                         
Balance – December 31, 2017   $ 2.06       6,546,666     $ 6,258  
                         
Balance – December 31, 2015   $ 3.20       4,444,497     $ 6,906  
                         
Stock options granted   $ 1.11       2,537,500       -  
Share based compensation expense     -       -       1,018  
Options exercised   $ 0.72       (316,669 )     (111 )
Options forfeited or expired   $ 3.01       (489,333 )     (817 )
                         
Balance – December 31, 2016   $ 2.48       6,175,995     $ 6,996  

 

During the year ended December 31, 2017, the fair value of options at the date of grant was estimated using the Black-Scholes option pricing model, assuming a risk-free interest rate of 1.02% (2016 – 0.53%) per annum, an expected life of options of 4 years (2016 – 4 years), an expected volatility of 73% based on historical volatility (2016 – 70%), an expected forfeiture rate of 2% (2016 – 4%) and no expected dividends (2016 – nil).

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

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

 

Incentive share options outstanding and exercisable at December 31, 2017 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       35,000       1.96     $ 0.60       35,000     $ 0.60  
$ 0.60       1,085,333       2.12     $ 0.60       1,085,333     $ 0.60  
$ 0.84       1,640,833       3.12     $ 0.84       1,093,889     $ 0.84  
$ 1.73       600,000       3.44     $ 1.73       600,000     $ 1.73  
$ 1.75       42,000       4.63     $ 1.75       10,500     $ 1.75  
$ 1.78       150,000       3.49     $ 1.78       150,000     $ 1.78  
$ 1.94       496,500       1.12     $ 1.94       496,500     $ 1.94  
$ 2.32       1,601,500       4.09     $ 2.32       800,750     $ 2.32  
$ 4.16       336,000       0.06     $ 4.16       336,000     $ 4.16  
$ 7.10       556,000       0.03     $ 7.10       556,000     $ 7.10  
$ 8.13       3,500       0.35     $ 8.13       3,500     $ 8.13  
                                             
          6,546,666       2.66     $ 2.06       5,167,472     $ 2.15  

 

The weighted average share price at the date of exercise for options exercised during the year ended December 31, 2017 was $2.26 (2016 – $1.59).

 

During the year ended December 31, 2017, the Corporation recorded total share-based compensation expense of $2,204,000 (2016 – $1,018,000) related to incentive share options, of which $369,000 (2016 – $136,000) is recorded to mineral properties, $1,835,000 (2016 – $882,000) has been charged to income.

 

Subsequent to December 31, 2017, a further 2,464,000 incentive stock options have been granted with an exercise price of $2.07, 333 stock options were exercised, 451,000 stock options expired unexercised and 8,000 stock options were forfeited.

 

Restricted Share Units

 

The Corporation has a RSU Plan. RSUs vest one-third upon granting and one third on each of the first and second anniversary dates of the grant date. As at December 31, 2017, a total of 398,326 RSUs were outstanding.

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

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

 

The changes in RSUs outstanding are summarized as follows:

 

    Number of
shares issued
or issuable
on vesting

Amount

         
Balance – December 31, 2016     452,951     $ 220  
                 
RSUs granted     235,000       -  
Share-based compensation expense recognized     -       524  
RSUs vested     (289,625 )     (343 )
                 
Balance – December 31, 2017     398,326     $ 401  
                 
                 
Balance – December 31, 2015     360,903     $ 471  
                 
RSUs granted     295,000       -  
Share-based compensation expense recognized     -       213  
RSUs vested     (202,952 )     (464 )
                 
Balance – December 31, 2016     452,951     $ 220  

 

During the year ended December 31, 2017 the Corporation granted a total of 235,000 RSUs (2016 – 295,000), with total grant-date fair value determined to be $545,000 (2016 - $268,000). Included in general and administrative expenses for the year ended December 31, 2017 is share-based compensation expense of $524,000 (2016 – $213,000) related to RSU awards.

 

The weighted average share price at the date of vesting for RSUs during the year ended December 31, 2017 was $2.31 (2016 - $1.04).

 

Subsequent to December 31, 2017, a total of 177,700 RSUs were granted.

 

17. General and Administrative Expenses by Nature of Expense

 

The Corporation recorded general and administrative expenses for the years ended December 31, 2017 and 2016 as follows:

 

Corporate        
    2017   2016
         
General and administrative expenses                
Depreciation   $ 89     $ 84  
Amortization of intangible assets     13       13  
Business development and investor relations     567       419  
Office, operating and non-operating overheads     682       603  
Professional     433       647  
Regulatory     309       159  
Restructuring costs     1,353       -  
Salaries and contractors     2,112       1,416  
Share-based compensation     2,305       914  
Travel     301       220  
                 
    $ 8,164     $ 4,475  

 

 

 

  

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

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

  

Environmental Services        
         
General and administrative expenses                
Depreciation   $ 19     $ 32  
Amortization of intangible assets     59       98  
Business development and investor relations     164       75  
Office, operating and non-operating overheads     756       748  
Professional     29       39  
Salaries and contractors     1,657       1,837  
Share-based compensation     -       161  
Travel     94       49  
                 
    $ 2,778     $ 3,039  
                 
 Total General and Administrative Expenses   $ 10,942     $ 7,514  

 

18. Mine Site Care and Maintenance

 

The Corporation recorded mine site care and maintenance expenses for the years ended December 31, 2017 and 2016 as follows:

 

         
    2017   2016
         
Mine site care and maintenance                
Depreciation   $ 1,366     $ 1,602  
Office, operating and non-operating overheads     357       274  
Other expenses     -       78  
                 
    $ 1,723     $ 1,954  

 

19. Income Tax Expense

 

The major components of income tax expense for the years ended December 31, 2017 and 2016 are as follows:

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

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

  

(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:

 

         
    2017   2016
         
Accounting loss before taxes   $ (6,176 )   $ (3,967 )
Federal and provincial income tax rate of 26% (2016 – 26%)     (1,605 )     (1,031 )
                 
Non-deductible permanent differences     495       (53 )
Differences in foreign exchange rates     -       (95 )
Effect of difference in tax rates     2,488       (131 )
Change in deferred tax asset not recognized     (1,075 )     1,424  
Flow-through share renunciation     1,040       594  
Change in estimate     (72 )     (396 )
Other     201       80  
      1,472       1,423  
                 
Income tax provision   $ 1,472     $ 392  

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

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

 

(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:

 

Deferred tax liabilities   Mineral
Property
Interest
  Inventory   Property,
Plant and
Equipment

 

 

Other 

Total

                     
December 31, 2015   $ (4,712 )   $ (126 )   $ (1,365 )   $ (1,219 )   $ (7,422 )
Charged to the income statement     (1,425 )     -       (140 )     (50 )     (1,615 )
Charged to OCI     -       -       -       119       119  
                                         
December 31, 2016   $ (6,137 )   $ (126 )   $ (1,505 )   $ (1,150 )   $ (8,918 )
(Charged) credited to the income statement     (1,390 )     13       41       41       (1,295 )
                                         
December 31, 2017   $ (7,527 )   $ (113 )   $ (1,464 )   $ (1,109 )   $ (10,213 )

 

Deferred tax assets   Mineral
Property
Interest
  Loss
Carry
Forward
  Property,
Plant and
Equipment
  Decommissioning
and rehabilitation
provision
  Other   Total
                         
December 31, 2015   $ 592     $ 2,757     $ 316     $ 1,533     $ 1,440     $ 6,638  
Credited (charged) to the income statement     178       1,524       (173 )     (48 )     (561 )     920  
Charged to OCI     -       -       -       -       (80 )     (80 )
                                                 
December 31, 2016   $ 770     $ 4,281     $ 143     $ 1,485     $ 799     $ 7,478  
Credited (charged) to the income statement     69       (13 )     (66 )     (121 )     (775 )     (906 )
Charged to OCI     -       -       -       -       637       637  
                                                 
December 31, 2017   $ 839     $ 4,268     $ 77     $ 1,364     $ 661     $ 7,209  

 

                                               
Net deferred tax liabilities                                                
                                                 
December 31, 2016                                           $ (1,440 )
Charged to the income statement                                             (2,201 )
Charged to OCI                                             637  
December 31, 2017                                           $ (3,004 )

 

(c) At December 31, 2017, the Corporation has unrecognized tax attributes, noted below, that are available to offset future taxable income. The Company has not recognizing 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   $ 40,604  
Mineral property interest     24,518  
Other     8,431  
    $ 73,553  

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

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

 

As at December 31, 2017, 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:

 

    Canada   Total
         
2029     3,195       3,195  
2030     3,397       3,397  
2031     421       421  
2032     88       88  
2033     2,222       2,222  
2034     9,520       9,520  
2035     6,751       6,751  
2036     6,687       6,687  
2037     8,323       8,323  
    $ 40,604     $ 40,604  

 

20. 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
   2017
  December 31
2016
             
Fair value through profit or loss                    
Warrants held-for-trading   Level 2   $ 1,082     $ 1,326  
 Embedded derivative - Wheaton agreement   Level 3   $ 6,600       -  
                     
Available-for-sale                    
Investment in marketable securities   Level 1   $ 673     $ 365  
        $ 8,355     $ 1,691  

 

During the year ended December 31, 2017, the fair value of warrants held for trading were estimated using the Black-Scholes option pricing model, assuming a risk-free interest rate of 1.66% (2016 – 0.73%) per annum, an expected life of options of ranging from 2.98 to 0.17 years (2016 – 1.19), an expected volatility of 84.18% (2016 – 87%) based on historical volatility and no expected dividends (2016 – nil).

 

The carrying amounts of all of the Corporation’s financial assets and liabilities reasonably approximate their fair values.

 

Financial Instrument Risk Exposure

 

The Corporation’s activities expose it to a variety of financial risks: market risk (including price risk, currency risk and interest rate 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 21.

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

(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
2017
  December 31
2016
         
Cash and cash equivalents   $ 1,336     $ 3,023  
Accounts and other receivable     510       972  
Accounts payable and accrued liabilities     (298 )     (391 )
Net exposure   $ 1,548     $ 3,604  

 

Based on the above net exposure at December 31, 2017, a 10% depreciation or appreciation of the US dollar against the Canadian dollar would result in an approximately $158,000 decrease or increase respectively in both net and comprehensive loss (2016 – $360,000). 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
2017
  December 31
2016
         
Trade receivables, net of provision                
Currently due   $ 1,035     $ 857  
Past due by 90 days or less, not impaired     940       1,315  
Past due by greater than 90 days, not impaired     13       32  
      1,988       2,204  
                 
Cash     6,019       6,484  
Demand deposits     11,887       13,898  
Term deposits     7,092       6,948  
                 
    $ 26,986     $ 29,534  

 

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. As at December 31, 2017, trade receivables are recorded net of a recoverability provision of $1,000 (2016 – $1,000).

 

 

 

  

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

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

 

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 21. 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
2017
  December 31
2016
         
Accounts payable and accrued liabilities with contractual maturities                
Within 90 days or less   $ 3,601     $ 1,830  
In later than 90 days, not later than one year     -       -  
                 
    $ 3,601     $ 1,830  

   

21. 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, 2017 remains fundamentally unchanged from the year ended December 31, 2016.

 

22. Supplemental Cash Flow Information

 

Supplemental cash flow information with respect to the years ended December 31, 2017 and 2016 is summarized as follows:

 

    2017   2016
         
Operating Cash Flows Arising From Interest and Taxes                
Interest received   $ 221     $ 63  
                 
Non-Cash Investing and Financing Transactions                
Capitalization of share-based compensation to mineral properties   $ 369     $ 136  
Capitalization of depreciation to mineral properties   $ 265     $ 119  
Capitalization of re-estimation of decommissioning and rehabilitation provision   $ 37     $ (220 )
Increase (decrease) in non-cash working capital related to:                
Mining operations properties   $ (1,130 )   $ 54  
Exploration and evaluation properties   $ (23 )   $ -  
                 

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

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

 

23. Segmented Information

 

The Corporation had two operating segments during the years ended December 31, 2017 and 2016, being environmental services carried out through AEG, providing consulting and project management services in respect of environmental permitting and compliance and site remediation and reclamation; and mining operations, including care and maintenance of the operating Bellekeno mine, producing silver, lead and zinc in the form of concentrates (suspended in September 2013), as well includes exploration and evaluation activities. 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 with respect to resource allocation and for which discrete financial information is available. 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.

 

As at and for the year ended
December 31, 2017
  Environmental
 Services
  Mining   Corporate and
Other
  Total
                 
Segment revenues                                
External customers                                
Canadian   $ 5,881     $ -     $ -     $ 5,881  
Non-Canadian     4,851       -       -       4,851  
Total revenues as reported     10,732       -       -       10,732  
Cost of sales     6,732       -       -       6,732  
Gross profit as reported     4,000       -       -       4,000  
                                 
Depreciation and amortization     79       -       101       180  
Share-based compensation     -       -       2,305       2,305  
Other G&A expenses     2,700       -       4,404       7,104  
Mine site care and maintenance     -       1,723       -       1,723  
Restructuring Costs                     1,353       1,353  
Foreign exchange loss (gain)     (1,080 )     (4 )     120       (964 )
Gain on investments     -               (1,341 )     (1,341 )
Other (income) loss     250       (247 )     (187 )     (184 )
                                 
Segment income (loss) before taxes   $ 2,051     $ (1,472 )   $ (6,755 )   $ (6,176 ) (i)
                                 
Total assets   $ 6,198     $ 99,815     $ 17,823     $ 123,836  
Total liabilities   $ 1,642     $ 20,670     $ 1,464     $ 23,776  

 

As at and for the year ended
December 31, 2016
  Environmental
 Services
  Mining   Corporate and
Other
  Total
                 
Segment revenues                                
External customers                                
Canadian   $ 6,754     $ -     $ -     $ 6,754  
Non-Canadian     4,607       -       -       4,607  
Total revenues as reported     11,361       -       -       11,361  
Cost of sales     8,495       -       -       8,495  
Gross profit as reported     2,866       -       -       2,866  
                                 
Depreciation and amortization     130       -       97       227  
Share-based compensation     161       -       914       1,075  
Other G&A expenses     2,748       -       3,464       6,212  
Mine site care and maintenance     -       1,954       -       1,954  
Foreign exchange loss (gain)     (2 )     -       139       137  
Gain on investments     -       -       (2,742 )     (2,742 )
Other (income) loss     (1 )     46       (75 )     (30 )
                                 
Segment loss before taxes   $ (170 )   $ (2,000 )   $ (1,797 )   $ (3,967 ) (i)
                                 
Total assets   $ 5,413     $ 91,738     $ 20,481     $ 117,632  
Total liabilities   $ 1,455     $ 24,735     $ 769     $ 26,959  
(i) Represents consolidated loss before taxes.

 

For the year ended December 31, 2017, revenue from three customers of the Corporation’s Environmental Services segment represents approximately $6,594,000 of the Corporation’s consolidated revenue.

 

 

 

 

ALEXCO RESOURCE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

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

 

24. Related Party Transactions

 

The Corporation’s related parties include its subsidiaries and key management personnel. Key management personnel compensation for the years ended December 31, 2017 and 2016 was as follows:

 

(a) Key Management Personnel Compensation

 

         
    2017   2016
         
Salaries and other short-term benefits   $ 2,246     $ 1,765  
Share-based compensation     2,072       1,079  
    $ 4,318     $ 2,844  

 

Key management includes the Corporation’s Board of Directors and members of senior management.

 

Other Related Party Transactions:

 

During the year ended December 31, 2017, the Corporation incurred $125,000 (2016 – $nil) of consulting expenses from a Corporation controlled by a Director of the Company. The consulting services provided by the Company controlled by this director concluded effective September 30, 2017.

 

On December 28, 2017, the Corporation restructured its US environmental division. In this restructuring, the Corporation’s wholly-owned subsidiary, AEG Canada, entered into a share purchase agreement with Arete Property Holdings LLC  ( “Arete” )  for the purchase by Arete of all of the issued shares of AEG US and its wholly-owned subsidiary, AFCG, for nominal consideration. Arete is wholly-owned by Mr. James Harrington, President of AEG. As a result of this transaction, a new Colorado affiliate of AEG Canada, AWE, is continuing the current and future environmental work in the United States. On disposal the Corporation realized a loss of $250,000. The Corporation also crystalized a $1,000,000 foreign exchange gain as the result of the settlement on intercompany loans.

 

25. Commitments

 

As at December 31, 2017, the Corporation’s contractual obligations are as follows:

 

(a) The Corporation has entered into various operating lease contracts for office space, motor vehicles and office equipment. The future minimum payments under these leases as are as follows:

 

2018   $ 341  
2019     296  
Thereafter     95  
         
    $ 732  

 

(b) The Corporation’s other contractual obligations, including with respect to capital asset expenditures, totaled approximately $240,000.

 

(c) 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 $5,192,000 by December 31, 2018.

 

26. Subsequent Event

 

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”). The Credit Facility has 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 Cdn$2.25 per share and a right by the Company to accelerate the expiry date to 30 days following the closing price of the shares exceeding Cdn$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
· The Corporation has the option to extend the availability period of draw down from twelve (12) to eighteen (18) months by issuing to Sprott 171,480 Alexco common shares

 

 

 

 

EXHIBIT 99.3 

 

 

 

ALEXCO RESOURCE CORP.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2017

 

 

 

 

This Management’s Discussion and Analysis (“MD&A”) of Alexco Resource Corp. (“Alexco” or the “Corporation”) is dated March 14, 2018 and provides an analysis of Alexco’s consolidated financial results for the year ended December 31, 2017 compared to those of the previous year.

 

The following information should be read in conjunction with the Corporation’s December 31, 2017 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. All dollar figures are expressed in Canadian dollars unless otherwise stated. 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 Scott Smith, P.Eng., Mine Manager, both of whom are Qualified Persons as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).

 

2017 HIGHLIGHTS AND OVERALL PERFORMANCE

 

· Overall, Alexco reported a net loss of $7,648 ,000 for the year ended December 31, 2017, for a basic and diluted loss of $0.08 per share compared to a net loss of $4,359,000 in 2016 or $0.05 per share basic and diluted. The loss before taxes for 2017 was $6,176,000 including non-cash costs of $1,634,000 for depreciation and amortization, $2,359,000 for share-based compensation expense and $500,000 for a restructuring cost paid in common shares that related to amending the silver purchase agreement (“Amended SPA”) with Wheaton Precious Metals Corp. (“Wheaton”). This compares to a loss before taxes in 2016 of $3,967,000, including non-cash costs of $2,076,000 for depreciation and amortization and $1,095,000 for share-based compensation. The increase in the net loss in 2017 compared to 2016 was mainly attributed to increased non-cash share-based compensation expense in 2017, earning fewer gains on investments in 2017 compared to 2016 and recognizing $1,353,000 in 2017 for costs related to restructuring the Amended SPA with Wheaton and restructuring the Alexco Environmental Group (“AEG”).

 

· The Corporation’s cash and cash equivalents at December 31, 2017 totaled $17,906,000 compared to $20,382,000 at December 31, 2016, while net working capital totaled $18,414,000 compared to $23,443,000 at December 31, 2016. In addition, the Corporation’s restricted cash and deposits at December 31, 2017 totalled $7,092,000 compared to $6,948,000 at December 31, 2016 .

 

· AEG recognized revenues of $10,732,000 in 2017 for a gross profit of $4,000,000 and a gross margin of 37% compared to revenues of $11,361,000 in 2016 for a gross profit of $2,866,000 and a gross margin of 25%.

 

· On May 30, 2017, the Corporation closed a flow-through private placement whereby the Corporation issued 4,205,820 flow-through shares at a price of $2.15 per share for aggregate gross proceeds of $9,042,513.

 

· The Corporation received an amended Type A Water Use Licence (“WUL”) from the Yukon Water Board authorizing, subject to certain conditions, the use and discharge of treated water and deposition of dry stacked tailings from the Flame & Moth deposit. This amendment is the final required authorization for ore production from the Flame & Moth deposit.

 

  - 2 -  

 

 

· In August 2017, the Corporation received an amended Class IV permit allowing the Corporation to commence a 580 meter (“m”) underground exploration decline into the high grade Bermingham silver deposit. As of the date of this MD&A, the Corporation has completed 430 m of the decline with completion expected in April 2018.

 

· On November 7, 2017 the Corporation announced comprehensive results from its 2017 surface diamond drilling exploration program, drilling a total of 13,832 m in the immediate vicinity of the Bermingham deposit at a cost of approximately $3,600,000.

 

· On March 29, 2017 the Corporation announced an updated mineral resource estimate for the Bermingham deposit, expanding the indicated mineral resources from 5.2 million ounces to 17.3 million ounces while inferred mineral resources increased from approximately 0.7 million ounces to 5.5 million ounces of contained silver.

 

· On March 29, 2017 the Corporation announced the release of an independent technical report dated March 29, 2017 with an effective date of January 3, 2017 entitled "Preliminary Economic Assessment of the Keno Hill Silver District Project, Yukon, Canada" (the “PEA”) and announced the Amended SPA with Wheaton (see news release dated March 29, 2017 entitled “Alexco and Silver Wheaton Amend Silver Purchase Agreement and Alexco Announces Positive Preliminary Economic Assessment for Expanded Silver Production at Keno Hill”).

 

· The Corporation disposed of investments in marketable securities for proceeds of $2,003,000 and a pre-tax realized gain of $1,204,000.

 

· Alexco entered into a non-binding Letter Agreement with Banyan Gold Corp. (“Banyan”) to option up to 100% of Alexco’s McQuesten property located in the Keno Hill Silver Dictrict (“KHSD”). In three stages, Banyan may earn up to 100% of the McQuesten property, by incurring a minimum of $2,600,000 in exploration expenditures ($338,954 incurred), issue 1,600,000 shares (400,000 shares issued), pay 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.

 

HIGHLIGHTS SUBSEQUENT TO YEAREND

 

On February 23, 2018 the Company 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”). The Credit Facility has 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 Cdn$2.25 per share and a right by the Company to accelerate the expiry date to 30 days following the closing price of the shares exceeding Cdn$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
· The Corporation has the option to extend the availability period of draw down from twelve (12) to eighteen (18) months by issuing to Sprott 171,480 Alexco common shares

 

  - 3 -  

 

 

SELECTED ANNUAL INFORMATION

 

    As at and for the year ended December 31  
(expressed in thousands of Canadian
dollars, except per share amounts)
  2017     2016     2015  
                   
Revenue from environmental services     10,732       11,361       14,662  
Gross profit from environmental services     4,000       2,866       3,251  
                         
Revenue from all operations     10,732       11,361       14,662  
Gross profit from all operations     4,000       2,866       3,251  
                         
Net loss     (7,648 )     (4,359 )     (5,509 )
Loss per share:                        
Basic   ($ 0.08 )   ($ 0.05 )   ($ 0.08 )
Diluted   ($ 0.08 )   ($ 0.05 )   ($ 0.08 )
Total assets     123,836       117,632       102,542  
Total long-term liabilities     19,787       24,839       24,496  
Dividends declared     Nil       Nil       Nil  

 

OVERVIEW OF THE BUSINESS

 

Alexco owns substantially all of the historic Keno Hill Silver District (“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”), 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 M ounces of silver during that time. In September 2013 Alexco suspended Bellekeno mining operations in light of a sharply reduced silver and base metal price environment. Since the suspension Alexco has focused on evaluating the Flame & Moth deposit, exploration at the Bermingham deposit, renegotiating third party contracts and reviewing other opportunities to reduce future All-In Sustaining Costs. This work culminated with the publication of an updated PEA in 2017. With this new study in hand, Alexco is developing a plan to return to operations incorporating production from the Bellekeno, Flame & Moth, Bermingham and Lucky Queen silver deposits.

 

Alexco also owns and operates an environmental consulting business, AEG, which provides a variety of mine and industrial related environmental services, including management of the regulatory and environmental permitting process, remediation technologies and reclamation and mine closure services. AEG provides these services to both government and industry clients through its wholly owned subsidiaries, Alexco Environmental Group Inc. (formerly Access Mining Consultants Ltd.), Alexco Water and Environment Inc. (“AWE”) and Elsa Reclamation & Development Company Ltd. (“ERDC”). Alexco Environmental Group (US) Inc. (“AEG US”), a subsidiary of the Corporation, was sold on December 28, 2017, with continuing services in the United States now being provided by AWE. Alexco also owns 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.

 

Alexco is a public company which is listed on the Toronto Stock Exchange (under the symbol AXR) and the NYSE American equities exchange (under the symbol AXU).

 

  - 4 -  

 

 

OUTLOOK AND STRATEGY

 

Keno Hill Silver District

 

Alexco’s current primary focus is to re-start mining operations at Keno Hill, commodity prices and markets considered. Alexco has the requisite permits and authorizations for future ore production from the Bellekeno, Flame & Moth, Lucky Queen, and Onek deposits, as well as the necessary authorization to drive the Bermingham decline, currently ongoing. In November 2017 a project proposal for environmental assessment was submitted to Yukon Environmental and Socio-economic Assessment Board (“YESAB”) for future production and processing of ore from the Bermingham deposit. It is anticipated that this application process, including completion of the amendments to Alexco’s Quartz Mining Licence (“QML”) and WUL will be completed by the end of 2018 or early 2019.

 

Alexco’s Keno Hill mineral properties comprise mineral rights spanning approximately 243 square kilometers, which contain numerous occurrences of mineral deposits and prospects including more than 35 historical silver mines. The KHSD’s historical mines produced from approximately 1913 through 1989, with the Yukon Government's published Minfile database reporting that District production from 1941 totaled more than 217 million ounces of silver with average grade of 44 ounces per tonne (“oz/t”) silver, 5.6% lead and 3.1% zinc. All of Alexco’s mining, development and exploration activities have been conducted on its KHSD properties. The KHSD is located in the Yukon Territory approximately 330 kilometers north of Whitehorse in the vicinity of the villages of Mayo and Keno City and 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 Keno Hill District including exploration, care and maintenance, District closure activities and mine production.

 

Alexco Environmental Group

 

Alexco owns and operates AEG which carries out a variety of fee for service and turnkey project activities related to environmental management and assessment, project permitting, remediation, water treatment and project closure mandates in North America and elsewhere. AEG remains committed to the on-going environmental care and maintenance program and reclamation and closure projects at Keno Hill under its contract through ERDC with the Government of Canada (“Canada”) and in accordance with the Amended and Restated Subsidiary Agreement (“ARSA”). AEG has developed a strong client base within the mining industry in the last several years, and has also been able to establish new lines of business related to industrial site soil remediation, water treatment and historical mine pool remediation as well as emergency water treatment services.

 

As part of Alexco’s acquisition in 2006 of the UKHM mineral rights in the Keno Hill District, ERDC is party to the ARSA with Canada. Under the ARSA, ERDC is retained by Canada as a paid contractor responsible on a continuing basis for the environmental care and maintenance and ultimate closure reclamation of the former UKHM mineral properties. The ARSA provides that ERDC share the responsibility for the development of the ultimate closure plan with 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 Canada to provide environmental services in the Keno Hill District outside the scope of care and maintenance and closure and reclamation planning under the ARSA.

 

  - 5 -  

 

 

ERDC currently holds a Type B WUL under the Yukon Waters Act to undertake care and maintenance activities in the Keno Hill area. The final Existing State of Mine (“ESM”) Reclamation Plan at Keno Hill will undergo assessment by the YESAB, a process which is anticipated to begin in the first half of 2018. Subsequent to completion of the YESAB assessment process, a WUL amendment will be required from the Yukon Water Board to authorize the activities necessary effect closure of the site. After licencing, funding approval from Indigenous and Northern Affairs Canada for the project will be subject to review and acceptance of the project by the Treasury Board of Canada. The final ESM Reclamation Plan is subject to amendment that may result from requirements during the assessment, licencing, and funding approval processes.

 

On December 28, 2017, Alexco restructured its US environmental division. In this restructuring, Alexco’s wholly-owned subsidiary, Alexco Environmental Group Inc. (“AEG Canada”) entered into a share purchase agreement with Arete Property Holdings LLC  ( “Arete” )  for the purchase by Arete of all of the issued shares of Alexco Environmental Group (US) Inc. (“AEG US”) and its wholly-owned subsidiary, Alexco Financial Guaranty Corp. (collectively with AEG US, the “AEG US Group”) for nominal consideration. Arete is wholly-owned by Mr. James Harrington, President of Alexco’s environmental consulting business. As a result of this transaction, a newly formed, wholly-owned AWE, a company organized under the laws of Colorado, will continue current and future environmental work for the Corporation in the United States. On disposal the Corporation realized a loss of $250,000. The Corporation also crystalized a $1,000,000 foreign exchange gain as the result of the settlement on intercompany loans.

 

Economic Climate

 

Silver, lead and zinc are the primary metals found within the Keno Hill District historically. With respect to the economic climate during 2017, lead and zinc prices have increased significantly while the silver price has remained relatively flat. Silver traded from a high of US$18.56 on April 13, 2017 to a low of US$15.22 on July 10, 2017, while lead traded between US$1.18 to US$0.93 and zinc traded between US$1.52 to US$1.10 per pound. As at the date of this MD&A, prices are approximately US$16.50 per ounce silver, US$1.06 per pound for lead and US$1.47 per pound for zinc and the Canadian-US exchange rate is approximately US$0.78 per CAD. Consensus investment analyst forecasts over the next two years for silver average approximately US$18.13 per ounce, for lead average approximately US$1.09 per pound, and for zinc US$1.44 per pound, with the Canadian-US exchange rate forecast at US$0.80 per CAD (see “Risk Factors” in the MD&A for the year ended December 31, 2017, including but not limited to “Potential Profitability Of Mineral Properties Depends Upon Other Factors Beyond the Control of the Corporation” and “General Economic Conditions May Adversely Affect the Corporation’s Growth and Profitability” thereunder).

 

RESULTS OF OPERATIONS

 

Keno Hill Silver District

 

2017 Exploration Program

 

In early June, the Corporation commenced a surface diamond drilling exploration program to further explore potentially mineralized structural targets in the immediate vicinity of the Bermingham deposit. In September 2017 the Corporation completed its 2017 exploration program as planned, drilling a total of 13,832 m. Program costs were $3,600,000. Comprehensive drill results were released on November 7, 2017 (see September 7, 2017 press release entitled "Alexco Completes 2017 Surface Exploration Program, Expands Bermingham Silver Deposit, Advances Underground Development”).

 

The Corporation also commenced an underground exploration program at the high grade Bermingham silver deposit. In August 2017, the Corporation received the required amended Class IV permit allowing the Corporation to commence the 580 m underground exploration decline. As of the date of this MD&A the Corporation has completed 430 m of the ramp and decline with completion expected in early April 2018. Subsequent to completion of the Bermingham decline, a 5,000 m underground drill program will be initiated to tighten up spacing to upgrade the existing inferred resources to indicated resources and to upgrade existing indicated resources to measured resource while also increasing the confidence in the geological model. The total estimated cost of the underground exploration development and drilling project is $8,700,000, which includes a combination of purchase and rebuilds of underground equipment.

 

  - 6 -  

 

 

Permitting Update

 

Bermingham Deposit:

 

In August 2017, the Corporation received an amended Class IV permit allowing the Corporation to commence a 580 m underground exploration decline into the high grade Bermingham silver deposit.

 

A further amendment to the Corporation’s QML and WUL will be required for future production and processing of ore from Bermingham. The project proposal for these amendments was submitted to YESAB in November 2017 and it is anticipated the Corporation will have the completed permits by the end of 2018 or early 2019 .

 

Flame & Moth Deposit:

 

In December 2017 the Company received an amendment to its WUL from the Yukon Water Board for the development and operation (and eventual closure) of the Flame & Moth deposit.

 

Mine Site Care and Maintenance

 

Mine site care and maintenance costs for 2017 totaled $1,723,000 compared to $1,954,000 in 2016. The decrease in costs is due primarily to lower depreciation charges, along with continued operating efficiencies while in care and maintenance. Included in mine site care and maintenance costs is depreciation expense of $1,366,000 for 2017 compared to $1,602,000 in 2016.

 

General and Administrative Expenses

 

Corporate:

 

Corporate general and administrative expenses for 2017 totaled $8,164,000 compared to $4,475,000 in 2016. The increase in corporate general and administrative expenses in 2017 was primarily due to an increase of $1,391,000 for non-cash share-based compensation expense in 2017 and incurring $1,353,000 in 2017 for costs related to restructuring the Amended SPA with Wheaton and restructuring AEG. In addition, the salaries and contractors expense increased in 2017 as it included annual bonuses paid which were not paid in 2016.

 

Environmental Services:

 

Environmental Services general and administrative expenses for 2017 totaled $2,778,000 compared to $3,039,000 in 2016. The general and administrative expenses during 2017 decreased compared to 2016 as a result of AEG achieving higher utilization rates in 2017.

 

Alexco Environmental Group (AEG)

 

AEG Highlights during 2017:

 

· AEG recognized revenues of $10,732,000 for the year ended December 31, 2017 for a gross profit of $4,000,000 and a gross margin of 37% compared to revenues of $11,361,000 for a gross profit of $2,866,000 and a gross margin of 25% for the year ended December 31, 2016 . The increase in gross profit during 2017 was mainly due to AEG’s US operations achieving improved profitability over the course of 2017.

 

  - 7 -  

 

 

· During the year ended December 31, 2017 the majority of the work on the Keno Hill Reclamation Plan was completed internally, including completion of the ESM Reclamation Plan indicative design document as well as initiation of the permitting document. This work was performed primarily by AEG employees rather than sub-consultants, leading to increased profit margins.

 

· Throughout 2017, AEG successfully operated two water treatment facilities in the US, the Gladstone and Schwartzwalder industrial water treatment plants, as well as four smaller water treatment facilities at Keno Hill in Yukon Territory, Canada.  At the Gladstone facility, the US Environmental Protection Agency (“EPA”) authorized a pilot study for the temporary treatment of water discharged from two nearby mines.  AEG successfully completed this pilot study by operating the Gladstone treatment facility at the increased treatment rate.  AEG anticipates the continued operation of the Gladstone treatment facility throughout 2018.

 

· AEG successfully completed the installation and operation of a dewatering/desludging system that removed sludge from a historic pit and lined pond at the Gilt Edge Mine, located in Lawrence County, near Deadwood, South Dakota.   

 

· AEG successfully completed the installation and temporary operation of an in-situ treatment system at the Grey Eagle Mine located in Northern California.  Operations are expected to continue intermittently throughout 2018.       

 

FOURTH QUARTER

 

For the quarter ended December 31, 2017 Alexco reported a net loss of $1,749,000 on total revenues of $2,507,000 compared to a net loss of $1,761,000 on total revenues of $2,939,000 in 2016. AEG recognized revenues of $2,507,000 in the fourth quarter of 2017 for a gross profit of $993,000 and a gross margin of 40% compared to revenues of $2,939,000 in the fourth quarter of 2016 for a gross profit of $881,000 and a gross margin of 30%. The higher 2016 revenue was attributed to AEG’s completion of the expansion of an interim water treatment plant (“IWTP”) at the Gold King Project.

 

Mine site care and maintenance costs in fourth quarter of 2017 totaled $453,000 compared to $480,000 for the same period in 2016. The decrease in costs is mainly due to a lower depreciation charge in the 2017 period. Included in mine site care and maintenance costs is depreciation expense of $318,000 in fourth quarter of 2017 compared to $380,000 in same period of 2016.

 

Corporate general and administrative expenses in the fourth quarter of 2017 totaled $1,895,000 compared to $1,264,000 in the fourth quarter of 2016. The increase in the 2017 period relates to an increase in share-based compensation and costs related to restructuring AEG.

 

Environmental Services general and administrative expenses in the fourth quarter of 2017 totaled $585,000 compared to 668,000 in the fourth quarter of 2016. The decrease in general and administrative expenses compared to the same period of 2016 is a result of higher personnel utilization to billable projects.

 

  - 8 -  

 

 

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 on
Mineral
Properties
             
2016-Q1 2,348 565 (2,110) $(0.03) $(0.03) 255
2016-Q2 2,831 710 152 $ 0.00 $ 0.00 1,084
2016-Q3 3,243 710 (640) $(0.01) $(0.01) 3,040
2016-Q4 2,939 881 (1,761) $(0.02) $(0.02) 987
2016 Total 11,361 2,866 (4,359) $(0.05) $(0.05) 5,366
2017-Q1 1,935 549 (932) $(0.01) $(0.01) 885
2017-Q2 2,504 913 (2,695) $(0.03) $(0.03) 1,782
2017-Q3 3,786 1,545 (2,272) $(0.02) $(0.02) 3,491
2017-Q4 2,507 993 (1,749) $(0.02) $(0.02) 2,809
2017 Total 10,732 4,000 (7,648) $(0.08) $(0.08) 8,967

 

Note: Sum of all the quarters may not add up to the yearly totals due to rounding

 

The net losses first quarter of 2016 reflect site based expenditures along with general and administrative expenses partially offset by AEG profits. The net income in the second quarter of 2016 reflects the fair value adjustment gain from the Corporation’s available-for-sale and held-for-trading investments. The net losses for the third and fourth quarters of 2016 reflect the continued expenditures to site based and general and administrative expenses. These expenses were partially offset with AEG profits. In the fourth quarter of 2016, there was a fair value adjustment loss from the Corporation’s available-for-sale and held-for-trading investments. The net loss for 2017 reflects site based expenditures along with general and administrative expenses, costs related to restructuring the Wheaton SPA and AEG partially offset by AEG profits, a foreign exchange gain and a gain on investments.

 

The mineral property expenditures in 2016 reflect the surface drill program at Bermingham and continued re-engineering work being done on the Flame and Moth deposit. Furthermore, the mineral property expenditures in 2016 reflect the ongoing costs of modeling, data logging and resource estimation work for Bermingham and the Flame and Moth deposits. The mineral property expenditures in 2017 reflect the resource estimation work being completed on the Bermingham and Flame and Moth deposits and completion of the PEA during the first quarter followed by the surface exploration program and commencement of the advanced underground exploration program at the Bermingham deposit.

 

Liquidity, Cash Flows and Capital Resources

 

Liquidity

 

At December 31, 2017 the Corporation had cash and cash equivalents of $17,906,000, and net working capital of $18,414,000 compared to cash and cash equivalents of $20,382,000 and net working capital of $23,443,000 at December 31, 2016. The Corporation faces no known liquidity issues or are aware of any significant credit risks in any of its financial assets. In addition, the Corporation’s restricted cash and deposits at December 31, 2017 totalled $7,092,000 compared to $6,948,000 at December 31, 2016.

 

With its cash resources and net working capital on hand at December 31, 2017, and assuming no re-start of full scale mining operations, Alexco anticipates it will have sufficient capital resources to carry out all of its currently anticipated exploration and development programs, and 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 a supportive silver market, maintaining current metal prices and foreign exchange rates. 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.

 

  - 9 -  

 

 

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. 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.

 

Cash Flows

 

    Three Months Ended
December 31
    Year Ended
December 31
 
    2017     2016     2017     2016  
                         
Cash flow provided by (used in) operating activities   $ 478     $ (1,156 )   $ (4,054 )   $ (4,608 )
Cash flow used in investing activities     (3,965 )     (1,942 )     (7,329 )     (1,684 )
Cash flow provided by financing activities     29       465       8,907       18,511  
                                 
    $ (3,458 )   $ (2,633 )   $ (2,476 )   $ 12,219  

 

Cash inflow in operating activities was $478,000 for the fourth quarter of 2017 versus a cash outflow of $1,156,000 for the fourth quarter of 2016. The increase of cash inflow from operating activities during the 2017 was attributed to the collection of receivables from AEG clients in the fourth quarter. In the comparable quarter of 2016 AEG was completing the expansion of the IWTP at the Gold King Project which increased the cash outflow. Cash outflow from investing activities was $3,965,000 for the fourth quarter of 2017 versus $1,942,000 for the fourth quarter of 2016. The increase in cash outflow during the fourth quarter of 2017 compared to the 2016 period related to the purchase of underground mobile equipment and continued advancement of the underground exploration decline at Bermingham. The cash outflow during the fourth quarter of 2016 related primarily to the portal development at the Flame and Moth property. Cash inflow from financing activities was $29,000 for the fourth quarter of 2017 compared to cash inflow of $465,000 for the fourth quarter of 2016. The 2017 fourth quarter cash inflow relates to warrant exercises. The 2016 fourth quarter cash inflow relates to warrant and stock option exercises.

 

Cash used in operating activities was $4,054,000 for 2017 versus $4,608,000 in 2016. The majority of cash consumed in operating activities during 2017 and 2016 were expended on environmental services, site based operations and general and administrative costs. Cash outflow from investing activities was $7,329,000 for 2017 versus $1,684,000 in 2016. The increased cash outflow in 2017 related to the purchase of mobile equipment, the surface exploration program and advancement of the underground exploration decline at Bermingham. These outflows were partially offset from the proceeds on the sale of investments. The cash outflow during 2016 related primarily to expenditures on the 2016 surface exploration drill program at the Bermingham property and portal development at the Flame and Moth property, offset by proceeds from the sale of investments in marketable securities and the release of restricted funds. Cash inflow from financing activities was $8,907,000 for 2017 compared to $18,511,000 in 2016. The 2017 cash inflow relates to proceeds from a private placement consisting of 4,205,820 flow-through shares for proceeds of $9,043,000 along with $418,000 from the exercise of warrants and $162,000 from the exercise of stock options. The 2016 cash inflow relates to a non-brokered private placement consisting of 10,839,972 units for proceeds of $13,008,000 and the exercise of warrants for $6,208,000 and stock options for $231,000.

 

  - 10 -  

 

 

Capital Resources

 

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 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 streaming interest, the Corporation is required to refund the balance of any advance payments received and not yet 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.

 

On March 29, 2017 the Corporation and Wheaton amended the 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 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 has now been extended to December 31, 2019. If the completion test is not satisfied by December 31, 2019, 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 reduced by mine production and mill throughput exceeding 322 tonnes per day for a 30 day period prior to December 31, 2019.

 

In consideration of the foregoing amendments, the Corporation issued 3,000,000 shares 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 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 IAS 39, Financial Instruments. The embedded derivative asset was initially recorded at fair value based on the value of the consideration paid to Wheaton and will be re-measured at fair value on a re-occurring basis at each period end with changes in value being recorded within the Statement of Income/(loss).

 

As at December 31, 2017, 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 preliminary economic assessment (the “PEA”), such as payable ounces delivered, head grade and silver price and will be updated as a result of updated studies, mine plans and actual production. A discount rate of 13%, representing the implied discount rate applied to the payment made under the Amended SPA was used to calculate the net present value. There was no adjustment recorded during the year ended December 31, 2017.

 

  - 11 -  

 

 

On May 30, 2017, the Corporation completed a bought deal financing and issued 4,205,820 flow-through common shares on a private placement basis at a price of $2.15 per share for aggregate gross proceeds of $9,042,513. The underwriter to the financing received a cash fee of 6% of gross proceeds plus 126,174 compensation warrants, each warrant exercisable for one common share of the Corporation at an exercise price of $2.15 per share at any time until May 30, 2019. Net proceeds from the issuance were $8,337,000, after issuance costs comprised of the agent’s commission of $542,550, and other issuance costs of $173,000. As of December 31, 2017 the Corporation had spent $4,023,157 of the flow-through funds raised with $5,191,606 to be spent prior to December 31, 2018.

 

On February 23, 2018 the Company entered into a definitive credit agreement with Sprott to provide a US$15 M Credit Facility. The Credit Facility has 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 Cdn$2.25 per share and a right by the Company to accelerate the expiry date to 30 days following the closing price of the shares exceeding Cdn$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
· The Company has the option to extend the availability period of draw down from twelve (12) to eighteen (18) months by issuing to Sprott 171,480 Alexco common shares

 

On July 29, 2016 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 July 29, 2016.

 

The following table summarizes the current contractual obligations of the Corporation and associated payment requirements over the next five years and thereafter:

 

Contractual Obligations

(expressed in thousands of dollars)

 

Payments Due by Period

 
    Total     Less than
1 year
    1 – 3 years     3 – 5 years     After 5 years  
                               
                               
Operating leases   $ 732     $ 341     $ 391     $ Nil     $ Nil  
Purchase obligations     240       60       120       60       Nil  
Decommissioning and rehabilitation provision (undiscounted basis)     6,187       36       809       172       5,170  
                                         
Total   $ 7,159     $ 437     $ 1,320     $ 232     $ 5170  

 

  - 12 -  

 

 

During 2017, 463,078 warrants were exercised for proceeds of $417,900. The warrants outstanding as of the December 31, 2017 are summarized as follows:

 

Expiry Date   Exercise Price     Balance at
December 31, 2017
 
May 17, 2018   $ 1.75       4,868,620  
May 17, 2018   $ 1.49       60,900  
May 30, 2019   $ 2.15       126,174  
                 
    $ 1.76       5,055,694  

 

Share Data

 

As at the date of this MD&A, the Corporation has 101,642,752 common shares issued and outstanding. In addition, there are outstanding incentive share options for a further 8,083,666 common shares, restricted share units that can be settled by way of shares issued from treasury for a further 263,323 common shares, and purchase warrants for a further 6,045,694.

 

Use of Financial Instruments

 

All of Alexco’s cash and cash equivalents at December 31, 2017 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, 2017, a total of $6,507,000 of Alexco’s restricted cash and deposits represent security provided to regulatory bodies under safekeeping agreements in accordance with its various operating permits. This security is in respect of mine-site reclamation at certain of Alexco’s mineral properties, and is releasable back to Alexco as and when reclamation activities are completed. A further $499,000 (US$398,000) represents security provided to support certain cost performance commitments under an AEG remediation contract. The balance of Alexco’s restricted cash and deposits represent security provided in respect of certain long-term operating lease commitments. Though the term deposits held at December 31, 2017 are included in long term restricted cash, as individual financial instruments they carried initial maturity periods of one year or less. They have been classified as investments held to maturity 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 are marked to fair value at each balance sheet date. The fair values of all of Alexco’s financial instruments measured at December 31, 2017, other than the marketable securities that are included in investments, constitute Level 2 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.

 

  - 13 -  

 

 

Alexco’s accounts and other receivables at December 31, 2017 total $2,086,000, comprised primarily of AEG trade receivables and goods and services tax refunds receivable from government. Alexco’s maximum credit risk exposure in respect of its receivables is represented by their carrying amount. Management actively monitors exposure to credit risk under its receivables, particularly AEG trade receivables, and considers the risk of loss to be significantly mitigated due to the financial strength of AEG’s major customers which include government organizations as well as substantial corporate entities. As at December 31, 2017, AEG trade receivables are recorded net of a recoverability provision of $1,000.

 

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 majority of AEG’s revenues are earned in Canada. However, a 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.

 

Related Party Transactions

 

The Corporation’s related parties include its subsidiaries and key management personnel:

 

Key Management Personnel Compensation

 

Key Management Personnel Compensation   Three Months Ended Dec. 31     Year Ended Dec. 31  
    2017     2016     2017     2016  
                         
Salaries and other short-term benefits   $ 485     $ 456     $ 2,246     $ 1,765  
Share-based compensation     285       227       2,072       1,079  
                                 
    $ 770     $ 683     $ 4,318     $ 2,844  

 

Key management includes the Corporation’s Board of Directors and members of senior management.

 

Other Related Party Transactions:

 

During the year ended December 31, 2017, the Corporation incurred $125,000 (2016 – $nil) of consulting expenses from a company controlled by a Director of the Corporation. The consulting services provided by the company controlled by this director concluded by September 30, 2017.

 

On December 28, 2017, the Corporation restructured its US environmental division. In this restructuring, the Corporation’s wholly-owned subsidiary, AEG Canada entered into a share purchase agreement with Arete Property Holdings LLC  ( “Arete” )  for the purchase by Arete of all of the issued shares of AEG US and its wholly-owned subsidiary, AFCG, for nominal consideration. Arete is wholly-owned by Mr. James Harrington, President of AEG. As a result of this transaction, a new Colorado affiliate of AEG Canada, AWE is continuing the current and future environmental work in the United States. On disposal the Corporation realized a loss of $250,000. The Corporation also crystalized a $1,000,000 foreign exchange gain as the result of the settlement on intercompany loans.

 

  - 14 -  

 

 

Critical Accounting Estimates and Judgments

 

Our significant accounting policies as well as significant judgment and estimates are presented in Notes 3 and 5 of Alexco’s December 31, 2017 annual consolidated financial statements. The preparation of financial statements in conformity with IFRS 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 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. Revisions to accounting estimates are recognized in the period in which an estimate is revised and future periods if the revision affects both current and future periods.

 

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, the following:

 

· Mineral Resources

 

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 mineral 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 non-current non-financial assets and estimating amounts of future taxable income in determining whether to record a deferred tax asset.

 

· Impairment and Impairment Reversals of Non-Current Non-Financial Assets

 

The Corporation reviews and evaluates the carrying value of each of its non-current non-financial assets 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 non-current non-financial assets.

 

Management has assessed indicators of impairment and impairment reversals on the Corporation’s non-current non-financial assets and has concluded that no impairment or impairment reversal indicators exists as of December 31, 2017.

 

  - 15 -  

 

 

· 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. Significant judgements must be made when determining such reclamation and closure activities and measures required and potentially required.

 

· 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 14 for further details on the methods and assumptions associated with the measurement of the embedded derivative within the Silver Streaming Interest.

 

Changes In and Initial Adoption of Accounting Standards and Policies

 

The Corporation has not applied the following revised or new IFRS that have been issued but were not yet effective at December 31, 2017:

 

· IFRS 9, Financial Instruments, addresses the classification, measurement and recognition of financial assets and financial liabilities. It replaces the guidance in IAS 39, Financial Instruments: Recognition and Measurement that relate to the classification and measurement of financial instruments. IFRS 9 retains but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets: amortized cost, fair value through other comprehensive income and fair value through profit or loss. The basis of classification depends on the entity’s business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the IAS 39 requirements. The main change for liabilities is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity’s own credit risk is recorded in other comprehensive income (loss) rather than in net earnings. IFRS 9 is effective for annual periods beginning on or after January 1, 2018, with early adoption permitted.

 

We have concluded that this standard will not have a material effect on our financial statements.

 

We have made the irrevocable classification choice to record fair value changes on our available-for-sale investments in other comprehensive income. This election will result in a reclassification of $nil from our retained earnings to accumulated other comprehensive income (loss), all within equity, on January 1, 2018.

 

· IFRS 15, Revenue from Contracts with Customers deals with revenue recognition and establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. Revenue is recognized when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the good or service. IFRS 15 also requires enhanced disclosures about revenue to help investors better understand the nature, amount, timing and uncertainty of revenue and cash flows from contracts with customers. The standard replaces IAS 18, Revenue and IAS 11, Construction contracts and related interpretations. The standard is effective for annual periods beginning on or after January 1, 2018, with early adoption permitted.

 

  - 16 -  

 

 

In 2013, the Corporation put the previously operating Keno Hill District (“District”) on care and maintenance, where it has remained since that date. When the District resumes mining operations, we will review the sales contracts in place and assess the effects of the new standard.

 

We have substantially completed our analysis of IFRS 15 and the effect the adoption will have on our financial statements.  Management’s primary focus was evaluating contracts under our Environmental Services business, as this is currently our primary source of revenue. Based on this analysis, we do not anticipate significant changes to the timing and amount of our revenue recognition related to from environmental services under IFRS 15, as the majority of our contracts contain a single performance obligation. Consequently, consistent with our existing policy, revenue will be recognized “over time”, as the services are provided.

 

We have also assessed the impact of IFRS 15 on our silver streaming arrangement with Wheaton, as described in Note 14 in the financial statements.  At the date the transaction was completed, we determined that the contract is a sale of a mineral interest and a related contract to provide extraction services.   Under our existing policy, we apply the provisions of IFRS 6, which allows for an accounting policy choice to either apply the proceeds received as a credit to the carrying value of the exploration and evaluation (“E&E”) asset, or account for the transaction as a partial sale, with deferral of the gain, to be recognised on a units-of-production sold basis. Upon the effective date of IFRS 15, the company will continue to apply IFRS 6, as permitted, but as a result, will elect the policy to apply the proceeds received as a credit to the carrying value of the E&E asset. Management believes this approach to be more relevant and reliable.

 

Specifically, advance payments received under the Wheaton contract will be accounted for as follows:

 

o The USD $50,000,000 initial deposit recorded as consideration will be applied against the carrying value of the mineral interest, with no gain or loss being recorded; and

 

o Revenue from extraction services will be recognized using a transaction price of US$3.90/oz, which is considered the stand-alone selling price of those services at the inception of the contract.

 

· In January 2016, the IASB issued IFRS 16 – Leases ("IFRS 16") which replaces IAS 17 – Leases and its associated interpretative guidance. IFRS 16 applies a control model to the identification of leases, distinguishing between a lease and a service contract on the basis of whether the customer controls the asset being leased. For those assets determined to meet the definition of a lease, IFRS 16 introduces significant changes to the accounting by lessees, introducing a single, on-balance sheet accounting model that is similar to current finance lease accounting, with limited exceptions for short-term leases or leases of low value assets. Lessor accounting remains similar to current accounting practice. The standard is effective for annual periods beginning on or after January 1, 2019, with early application permitted for entities that apply IFRS 15. The Corporation is currently evaluating the impact the standard is expected to have on its consolidated financial statements.

 

  - 17 -  

 

 

· In June 2017, the IFRS Interpretation Committee issued IFRIC 23, which clarifies how the recognition and measurement requirements of IAS 12 Income Taxes are applied where there is uncertainty over income tax treatments. IFRIC 23 becomes effective for annual periods beginning on or after January 1, 2019 and is to be applied retrospectively with early adoption permitted. The Corporation is in the process of assessing the impact of IFRIC 23 on the consolidated financial statements.

 

· There are no other IFRS’s or International Financial Reporting Interpretations Committee (“IFRIC”) interpretations that are not yet effective that are expected to have a material impact on the Corporation.

 

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 end of the period covered by 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;

 

(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 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.

 

  - 18 -  

 

 

Management assessed the effectiveness of Alexco’s internal control over financial reporting as at December 31, 2017, 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, 2017.

 

The effectiveness of Alexco’s internal control over financial reporting as at December 31, 2017 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, 2017 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 could materially affect Alexco's future financial results, and could cause events to differ materially from those described in forward-looking statements relating to Alexco. Though the following are major risk factors identified by management, they do not comprise a definitive list of all risk factors related to Alexco's business and operations. Other specific risk factors are discussed elsewhere in this MD&A and in Alexco’s Annual Information Form for the year ended December 31, 2017.

 

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.

 

  - 19 -  

 

 

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 ore reserves exist, substantial expenditures will be required to confirm ore 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.

 

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, Alexco 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. Mineral resource estimates are imprecise and depend upon geological interpretation and statistical inferences 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, 2019. If the completion test is not satisfied by December 31, 2019, 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$8,788,000, which can be further reduced by mill throughput exceeding 322 tonnes per day prior to December 31, 2019. 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.

 

  - 20 -  

 

 

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.

 

Mining Operations

 

Decisions by Alexco 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. Alexco’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, 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.

 

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 and the effectiveness of cost structure reduction measures, and the uncertainties around the achievement of these factors are significant.

 

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. Additional exacerbating factors specific to Alexco include competitive pressures in labour force demand from the oil sands sector in northern Alberta and the mining and oil & gas sectors in British Columbia. In 2011 and 2012 Alexco experienced employee recruitment and retention challenges, particularly with respect to mill operators. There can be no assurance that Alexco won’t experience such challenges. Furthermore, any re-start of mining operations will necessitate the re-hiring of mine and mill personnel.

 

  - 21 -  

 

 

Permitting and Environmental Risks and Other Regulatory Requirements

 

The current or future operations of Alexco, including development activities, commencement of production on its properties and activities associated with Alexco's mine reclamation and remediation business, require permits 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 and permit modifications which Alexco 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 Alexco might undertake.

 

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.

 

Environmental Services

 

A material decline in the level of activity or reduction in industry willingness to spend capital on mine reclamation, remediation or environmental services could adversely affect demand for AEG's environmental services. Likewise, a material change in mining product commodity prices, the ability of mining companies to raise capital or changes in domestic or international political, regulatory and economic conditions could adversely affect demand for AEG's services.

 

Three of AEG’s customers accounted for 28.3%, 26.8% and 15.4%, respectively, of environmental services revenues in the 2016 fiscal year. The loss of, or a significant reduction in the volume of business conducted with, either of these customers could have a significant detrimental effect on AEG environmental services business and the Corporation.

 

The patents which Alexco owns or has access to or other proprietary technology may not prevent AEG's competitors from developing substantially similar technology, which may reduce AEG's competitive advantage. Similarly, the loss of access to any of such patents or other proprietary technology or claims from third parties that such patents or other proprietary technology infringe upon proprietary rights which they may claim or hold would be detrimental to AEG's reclamation and remediation business and a material adverse impact on the Corporation.

 

  - 22 -  

 

 

AEG may not be able to keep pace with continual and rapid technological developments that characterize the market for AEG's environmental services, and AEG’s failure to do so may result in a loss of its market share. Similarly, changes in existing regulations relating to mine reclamation and remediation activities could require AEG to change the way it conducts its business.

 

AEG is dependent on the professional skill sets of its employees, some of whom would be difficult to replace. The loss of any such employees could significantly affect AEG’s ability to service existing clients, its profitability and its ability to grow its business.

 

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 Alexco’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. 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 Alexco cannot predict and are beyond Alexco’s control, and such fluctuations will impact on profitability and may eliminate profitability altogether. 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 Alexco.

 

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 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. As a result, the Corporation 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

 

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.

 

  - 23 -  

 

 

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.

 

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.

 

  - 24 -  

 

 

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.

 

  - 25 -  

 

 

Summary of Resources

 

The following table sets forth the estimated resources for the Corporation’s mineral properties:

 

Category 1,2,8   Property   Tonnes     Ag
(g/t)
    Au
(g/t)
    Pb
(%)
    Zn
(%)
    Contained
Ag (oz)
 
                                         
Indicated   Bellekeno Deposit 3&4     262,000       585       n/a       3.5 %     5.3 %     4,927,000  
    Lucky Queen Deposit 3&5     132,300       1,167       0.2       2.4 %     1.6 %     4,964,000  
    Flame & Moth Deposit 3&5     1,679,000       498       0.4       1.9 %     5.3 %     26,883,000  
    Onek 3&5     700,200       191       0.6       1.2 %     11.9 %     4,300,000  
    Bermingham 3&5     858,000       628       0.1       2.4 %     1.7 %     17,324,000  
    Total Indicated – Sub-Surface     3,631,500       500       0.3       2.0 %     5.6 %     58,398,000  
    Elsa Tailings 6     2,490,000       119       0.1       1.0 %     0.7 %     9,527,000  
    Total Indicated – All Deposits     6,121,500       345       0.3       1.6 %     3.6 %     67,925,000  
                                                     
Inferred   Bellekeno Deposit 3&4     243,000       428       n/a       4.1 %     5.1 %     3,344,000  
    Lucky Queen Deposit 3&5     257,900       473       0.1       1.0 %     0.8 %     3,922,000  
    Flame & Moth Deposit 3&5     365,200       356       0.3       0.5 %     4.3 %     4,180,000  
    Onek 3&5     285,100       118       0.4       1.2 %     8.3 %     1,082,000  
    Bermingham 3&5     220,000       770       0.2       2.1 %     2.2 %     5,446,000  
    Total Inferred     1,371,200       408       0.2       1.6 %     4.3 %     17,974,000  
                                                     
Historical   Silver King 7                                                
Resources   - 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. 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 the guidelines of NI 43-101.
2. 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.
3. The Keno Hill Silver District is comprised of five deposits: Bellekeno, Lucky Queen and Flame & Moth, Onek and Bermingham, of which Bellekeno, Lucky Queen, Flame & Moth and Bermingham are incorporated into the current mine plan outlined in the technical report filed on SEDAR dated March 29, 2017 entitled “Preliminary Economic Assessment of the Keno Hill Silver District Project, Yukon, Canada”. The mineral resource estimates for the project are supported by disclosure in the news release dated March 29, 2017 entitled “Alexco and Silver Wheaton Amend Silver Purchase Agreement and Alexco Announces Positive Preliminary Economic Assessment for Expanded Silver Production at Keno Hill”.
4. The resource estimates for the Bellekeno deposit are based on a geologic resource estimate having an effective date of September 30, 2012. The Bellekeno indicated mineral resources are as at September 30, 2013, and reflect the geologic resource less estimated subsequent depletion from mine production.
5. The resource estimates for the Lucky Queen, Flame & Moth, Onek and Bermingham deposits have an effective date of January 3, 2017.
6. The 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”.
7. Historical resources for Silver King are supported by disclosure in the news release dated March 29, 2017 entitled “Alexco and Silver Wheaton Amend Silver Purchase Agreement and Alexco Announces Positive Preliminary Economic Assessment for Expanded Silver Production at Keno Hill”.
8. The disclosure regarding the summary of estimated resources for Alexco’s mineral properties within the Keno Hill District has been reviewed and approved by Scott Smith, P.Eng., Mine Manager and a Qualified Person as defined by NI 43-101.

 

  - 26 -  

 

 

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 AIF, 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 further exploration and development work on the Corporation's properties will be available on reasonable terms; (3) the proposed development of its mineral projects will be viable operationally and economically and proceed as planned; (4) 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, 2017; (5) 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 PEA (as defined under "Description of the Business – KHSD Property"); (6) the actual nature, size and grade of its mineral resources are materially consistent with the resource estimates reported in the supporting technical reports; (7) labor and other industry services will be available to the Corporation at prices consistent with internal estimates; (8) the continuances of existing and, in certain circumstances, proposed tax and royalty regimes; and (9) 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”.

 

  - 27 -  

 

 

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.

 

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

 

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 on 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 standards, mineralization cannot be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally extracted at the time the reserve determination is made. As applied 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 reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC Industry Guide 7 standards as in place tonnage and grade without reference to unit measures.

 

Accordingly, information 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.

 

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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 14 , 2018 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 14, 2018 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, 2017 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 14, 2018 /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, 2017 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 14, 2018 /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, 2017 of Alexco Resource Corp. of our report dated March 14, 2018, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears the Exhibit incorporated by reference in this Annual Report on Form 40-F.

 

We also consent to the incorporation by reference in the Registration Statement on Form F-10 (No. 333-212578) of Alexco Resource Corp. of our report dated March 14, 2018 referred to above.

 

We also consent to the reference to us under the heading, “Interest 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.  

 

 

(Signed) “PricewaterhouseCoopers LLP” 

 

Chartered Professional Accountants

Vancouver, Canada

 

March 14, 2018  

 

 

 

 

 

 

 

PricewaterhouseCoopers LLP

PricewaterhouseCoopers Place, 250 Howe Street, Suite 1400, Vancouver, British Columbia, Canada V6C 3S7

T: +1 604 806 7000, F: +1 604 806 7806

 

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

 

 

EXHIBIT 99.9

 

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, 2017 (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. 333-212578) of the AIF.

 

Dated this 14 th day of March, 2018.

 

Yours truly,

 

/s/ Gilles Arseneau  
Gilles Arseneau, Ph.D., P. Geo.  
Associate Consultant SRK Consulting Inc.  

 

 

 

 

 

EXHIBIT 99.10

 

 

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, 2017 (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. 333-212578) of the AIF.

 

Dated this 14 th day of March, 2018.

 

Yours truly,

 

/s/ Jeffrey B. Austin  
Jeffrey B. Austin, P.Eng.
 
 
 
 

 

 

EXHIBIT 99.11

 

 

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, 2017 (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. 333-212578) of the AIF.

 

Dated this 14 th day of March, 2018.

 

Yours truly,

 

(Signed) “Torben Jensen”  
Torben Jensen, P.Eng.  
Principal Mining Engineer  

 

 

RPA 55 University Ave. Suite 501 | Toronto, ON, Canada M5J 2H7 | T +1 (416) 947 0907 www.rpacan.com

 

EXHIBIT 99.12

 

 

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, 2017 (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. 333-212578) of the AIF.

 

Dated this 14 th day of March, 2018.

 

Yours truly,

 

(Signed) “R. Dennis Bergen”  
R. Dennis Bergen, P.Eng.  
Associate Principal Mining Engineer  

 

 

RPA 55 University Ave. Suite 501 | Toronto, ON, Canada M5J 2H7 | T +1 (416) 947 0907 www.rpacan.com

 

EXHIBIT 99.13

 

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, 2017 (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. 333-212578) of the AIF.

 

Dated this 14 th day of March, 2018.

 

Yours truly,

 

/s/ David Farrow  
David Farrow  

 

 

 

EXHIBIT 99.14

 

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, 2017 (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. 333-212578) of the AIF.

 

Dated this 14 th day of March, 2018.

 

Yours truly,

 

/s/ Alan McOnie  
Alan McOnie  

 

 

 

EXHIBIT 99.15  

 

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, 2017 (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. 333-212578) of the AIF.

 

Dated this 14 th day of March, 2018.

 

Yours truly,

 

/s/ Scott Smith  
Scott Smith, P.Eng.