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 | ||
⌧ |
| ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For year period ended December 31, 2021
Commission file number: 001-33621 |
ALEXCO RESOURCE CORP.
(Exact Name of Registrant as Specified in its Charter)
British Columbia, Canada |
| 1040 |
| 91-0742812 |
(Province or other jurisdiction of incorporation or organization) |
| (Primary Standard Industrial Classification Code) |
| (I.R.S. Employer Identification No.) |
|
|
|
|
|
Suite 1225, Two Bentall Centre, 555 Burrard Street, Box 216 | ||||
Vancouver, British Columbia, Canada V7X 1M9 | ||||
(604) 633-4888 | ||||
(Address and Telephone Number of Registrant’s Principal Executive Offices) |
DL Services Inc. | Copies to: Jason K. Brenkert Dorsey & Whitney LLP (303) 352-1133 |
(Name, address (including zip code) and telephone number (including area |
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class: | Trading Symbol(s) | Name of Each Exchange On Which Registered: |
Common Shares, no par value | AXU | NYSE American |
Securities registered or to be registered pursuant to Section 12(g) of the Act: N/A
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: N/A
For annual reports, indicate by check mark the information filed with this form:
⌧ Annual Information Form ⌧ 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, 2021, 151,557,545 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. ⌧ Yes ◻ No
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). ⌧ 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. ◻
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report: ☒
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 “MJDS”). 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 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 timelines, requirements for additional capital and sources, uses of funds, and the Company’s ability to successfully withstand the impact of the COVID-19 pandemic. 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 exploration, development and mining activities; inability of the Corporation to finance the development of its mineral properties; uncertainty of capital costs, operating costs, production and economic returns; 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; uncertainties relating to the interpretation of drill results, the geology, grade and continuity of the Corporation’s mineral deposits; possible variations in resources, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; the Corporation’s need to attract and retain qualified management and technical personnel; accidents, labour disputes and other risks of the mining industry; First Nation rights and title; continued capitalization and commercial viability; global economic conditions; competition; risks related to governmental regulation, including environmental regulation; delays or inability of the Corporation in obtaining governmental approvals necessary to develop and operate mines on the Corporation’s properties; inability of the Corporation to obtain additional financing needed to fund certain contingent payment obligations on reasonable terms or at all; variations in interest rates and foreign exchange rates; and the impact of COVID-19 and the volatility thereof, including disruption or delay of exploration and mining 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 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 relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and 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 may be needed to fund certain contingent payment obligations to Wheaton (as defined below); (2) additional financing needed for the capacity related refund under the Amended and Restated SPA (as defined below) 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, 2021; (6) market fundamentals will result in sustained silver, gold, lead and zinc demand and prices, and such prices will be materially consistent with or more favourable than those anticipated in the PFS (as defined below); (7) the actual nature, size and grade of its mineral reserves and mineral resources are materially consistent with the mineral reserve and mineral resource estimates reported in the supporting technical reports, including the PFS; (8) labour and other industry services will be
1
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 mineral 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 as the Keno Hill Silver District (the “District” or “KHSD”) project 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.
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”). 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, 2021, 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$1.2678.
RESOURCE AND RESERVE ESTIMATES
The Corporation’s Annual Information Form for the fiscal year ended December 31, 2021 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, 2021 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.
As a result, the Corporation’s reports the mineral reserves and resources of the projects it has an interest in according to Canadian standards. Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. These standards differ from the requirements of the SEC that are applicable to domestic United States reporting companies under subpart 1300 of Regulation S-K (“S-K 1300”) under the Exchange Act. As an issuer that prepares and files its reports with the SEC pursuant to the MJDS, the Corporation is not subject to the requirements of S-K 1300. Any mineral reserves and mineral resources reported by the Corporation in accordance with NI 43-101 may not qualify as such under or differ from those prepared in accordance with S-K 1300. Accordingly, information included or incorporated by reference in the Corporation’s Annual Information Form 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, 2021 filed as Exhibit 99.3 concerning descriptions of mineralization and estimates of mineral reserves and resources under Canadian standards may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements of S-K 1300.
ANNUAL INFORMATION FORM
The Corporation’s Annual Information Form for the fiscal year ended December 31, 2021 is filed as Exhibit 99.1 to this annual report on Form 40-F and is incorporated by reference herein.
2
AUDITED ANNUAL FINANCIAL STATEMENTS
The audited consolidated financial statements of the Corporation as at and for the years ended December 31, 2021 and 2020, Management’s Report on Internal Control over Financial Reporting, including the report of the Independent Registered Public Accounting Firm (PCAOB ID 271) 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, 2021 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 or the documents incorporated by reference herein. 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.
Management, including the CEO and CFO, assessed the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2021, 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, 2021.
The Corporation is required to provide an auditor’s attestation report on its internal control over financial reporting for the fiscal year ended December 31, 2021. In this annual report on Form 40-F, the Corporation’s independent registered public accounting firm,
3
PricewaterhouseCoopers LLP, has provided its opinion as to the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2021. PricewaterhouseCoopers LLP has also audited the Corporation’s financial statements included in this annual report on Form 40-F and issued a report thereon.
Attestation Report of Independent Registered Accounting Firm
The effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2021 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, included in Exhibit 99.2 to this annual report on Form 40-F.
Changes in Internal Control over Financial Reporting
There have been no changes in the Corporation’s internal control over financial reporting during the year ended December 31, 2021 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, Compensation, and 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. 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, Karen McMaster, and Terry Krepiakevich, each of whom, in the opinion of the Board of Directors, is independent under the rules of the TSX and the NYSE American. The Corporation’s Nominating and Corporate Governance Committee Charter is available on the Company’s website at www.alexcoresource.com.
4
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, 2021, the Corporation’s Audit Committee was composed of Terry Krepiakevich, Elaine Sanders and Richard Zimmer, each of whom, in the opinion of the Corporation’s Board of Directors, is independent (as determined under Rule 10A-3 of the Exchange Act, Section 803A of the NYSE American Company Guide, and the rules of the TSX) and each of whom is financially literate. The Audit Committee meets the composition requirements set forth by Section 803B(2) of NYSE American Company Guide.
Mr. Krepiakevich has been a member of the Board of Directors of several publicly-listed and private companies since July 2011. From June 2006 to July 2011, Mr. Krepiakevich was the Chief Financial Officer of SouthGobi Resources Ltd., a publicly-listed mining company focused on exploring and developing coal deposits in Mongolia’s South Gobi Region. Previously, Mr. Krepiakevich was Chief Financial Officer for Extreme CCTV Inc., a publicly traded company on the TSX involved in manufacturing high tech surveillance equipment, and Vice-President Finance and Chief Financial Officer of Maynards Industries Ltd., a private firm specializing in retailing, auctioneering, liquidating, and mergers and acquisition services. Prior to his position with Maynards, Mr. Krepiakevich was a senior officer in a number of private and public issuers. He is a Canadian qualified Chartered Professional Accountant and was employed with the international accounting firm Peat Marwick Thorne (KPMG), where he worked with a number of companies in mining and related industries.
Ms. Sanders is the Vice President, Chief Financial Officer and Corporate Secretary for Trilogy Metals Inc. Prior to Trilogy Metals Inc., Ms. Sanders served as Vice President, Chief Financial Officer and Corporate Secretary for NovaGold Resources Inc. Ms. Sanders has over 25 years of experience in audit, finance, and accounting with public and private companies and a Bachelor of Commerce degree from the University of Alberta, is a Canadian qualified Chartered Professional Accountant and a Certified Public Accountant in the United States.
Mr. Zimmer is a corporate director and is the former President and Chief Executive Officer of Far West Mining Ltd., which was acquired by Capstone Mining Corp. in 2011. Prior to Far West, Mr. Zimmer worked for Teck Corporation, Teck-Cominco and Teck-Pogo Inc. From 1992 to 2007 he served in various engineering and operating roles and from 1998 to 2007, as Vice President and Project Manager for Teck-Pogo. on the design and construction of the Pogo Mine near Fairbanks, Alaska. Before joining Teck, Mr. Zimmer was employed with Bow Valley Industries as Senior Staff Engineer responsible for evaluation of new mining ventures. Mr. Zimmer has over 40 years of experience in the mining industry and has a B.Sc. degree, B. Eng., MBA and is a P.Eng in the Province of British Columbia.
The members of the Audit Committee do not have fixed terms and are appointed and replaced from time to time by resolution of the Board of Directors.
The Audit Committee meets with the Corporation’s CEO, President and CFO, and the Corporation’s independent auditors to review and inquire into matters affecting financial reporting, the system of internal accounting and financial controls, and the Corporation’s audit procedures and audit plans. The Audit Committee also recommends to the Board of Directors the independent auditors to be appointed for each fiscal year. In addition, the Audit Committee reviews and recommends to the Board of Directors for approval the annual and quarterly financial statements and management’s discussion and analysis. Finally, the Audit Committee undertakes other activities as required by the rules and regulations of the TSX and the NYSE American and other governing regulatory authorities.
The full text of the Audit Committee Charter is set forth in the Corporation’s Annual Information Form, filed as Exhibit 99.1 and incorporated by reference in this annual report on Form 40-F.
Audit Committee Financial Experts
During the Corporation’s year ended December 31, 2021, the Board of Directors determined that Mr. Terry Krepiakevich and Ms. Elaine Sanders qualify as the Audit Committee’s “financial experts,” as defined in Item 407(d)(5)(ii) of Regulation S-K under the Exchange Act and is “financially sophisticated” as determined under Section 803(B)(2)(iii) of the NYSE Company Guide.
Mr. Krepiakevich and Ms. Sanders qualify as financial experts and are financially sophisticated, in that they have an understanding of Canadian and United States generally accepted accounting principles and financial statements; are able to assess the general application of accounting principles in connection with the accounting for estimates, accruals and reserves; have experience analyzing or evaluating financial statements that entail accounting issues of equal complexity to the Corporation's financial statements (or actively supervising another person who did so); and have a general understanding of internal controls and procedures for financial reporting and an understanding of audit committee functions.
5
PRINCIPAL ACCOUNTING FEES AND SERVICES
PricewaterhouseCoopers LLP (“PwC”) has served as our Independent Registered Public Accounting Firm for the Corporation in each of the last two years. The fees billed to the Corporation by PwC can be found in the Corporation’s Annual Information Form, filed as Exhibit 99.1 on Form 40-F.
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, 2021, no fees paid to PwC were approved pursuant to the de minimus exception.
OFF-BALANCE SHEET TRANSACTIONS
The Corporation does not have any off-balance sheet financing arrangements or relationships with unconsolidated special purpose entities.
CODE OF ETHICS
The Corporation’s Board of Directors has adopted a written Code of Business Conduct and Ethics by which it and all officers and employees of the Corporation abide. In addition, the Board of Directors, through its meetings with management and other informal discussions with management, encourages a culture of ethical business conduct and believes the Corporation's high caliber management team promotes a culture of ethical business conduct throughout the Corporation's operations and is expected to monitor the activities of the Corporation’s employees, consultants and agents in that regard. The Board of Directors encourages any concerns regarding ethical conduct in respect of the Corporation’s operations to be raised, on an anonymous basis, with the Chairman and CEO, the Lead Director, or another Board member as appropriate.
It is a requirement of applicable corporate law that directors and senior officers who have an interest in a transaction or agreement with the Corporation promptly disclose that interest at any meeting of the Board at which the transaction or agreement will be discussed and, in the case of directors, abstain from discussions and voting in respect to the same if the interest is material. These requirements are also contained in the Corporation's Articles, which are made available to the directors and senior officers of the Corporation. All related party transactions are subject to the review of the Corporation’s Audit Committee.
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 will remain available for a twelve-month period and provided in print to any shareholder who requests them. During the fiscal year ended December 31, 2021, the Company did not substantively amend, waive or implicitly waive any provision of the Code with respect to any of the directors, executive officers or employees subject to it. The Corporation’s Code of Business Conduct and Ethics is located on its website at www.alexcoresource.com.
CASH REQUIREMENTS
The Corporation’s material cash requirements are discussed in management’s discussion and analysis for the fiscal year ended December 31, 2021 filed as Exhibit 99.3 under the heading “Liquidity, Cash Flows and Capital Resources”.
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, 2021 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.
6
A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law. A description of the significant ways in which the Corporation’s governance practices differ from those followed by domestic companies pursuant to NYSE American standards is as follows:
Shareholder Meeting Quorum Requirement: The NYSE American minimum quorum requirement for a shareholder meeting is one-third of the outstanding shares of common stock. In addition, a company listed on the NYSE American is required to state its quorum requirement in its bylaws. The Corporation’s quorum requirement is set forth in its charter documents under the laws of the Province of British Columbia, Canada. A quorum for a meeting of shareholders of the Corporation is one person present or represented by proxy.
Proxy Delivery Requirement: The NYSE American requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies shall be solicited pursuant to a proxy statement that conforms to SEC proxy rules. The Corporation is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act, and the equity securities of the Corporation are accordingly exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Exchange Act. The Corporation solicits proxies in accordance with applicable rules and regulations in Canada.
The foregoing are consistent with the laws, customs and practices in Canada.
In addition, the Corporation may from time-to-time seek relief from NYSE American corporate governance requirements on specific transactions under Section 110 of the NYSE American Company Guide by providing written certification from independent local counsel that the non-complying practice is not prohibited by our home country law, in which case, the Corporation shall make the disclosure of such transactions available on its website at www.alexcoresource.com. Information contained on the Corporation’s website is not part of this annual report on Form 40-F.
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, 2021, 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/A with the SEC on March 21, 2022 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.
7
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, 2021 |
99.2 | Consolidated Financial Statements for the years ended December 31, 2021 and 2020 | |
99.3 | Management’s Discussion and Analysis for the year ended December 31, 2021 | |
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 | ||
99.7 | ||
CONSENTS | ||
99.8 | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm | |
99.9 | ||
99.10 | ||
99.11 | ||
99.12 | ||
99.13 | ||
99.14 | ||
99.15 | ||
99.16 | ||
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
8
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
| ALEXCO RESOURCE CORP. | ||
By: | /s/ Clynton R. Nauman | ||
Name: | Clynton R. Nauman | ||
Title: | Chairman and Chief Executive Officer | ||
Date: March 21, 2022 |
9
Exhibit 99.1
ANNUAL INFORMATION FORM
ALEXCO RESOURCE CORP.
Suite 1225, Two Bentall Centre, 555 Burrard Street, Box 216
Vancouver, British Columbia, V7X 1M9
Telephone: (604) 633-4888
Facsimile: (604) 633-4887
E-Mail: info@alexcoresource.com
Website: www.alexcoresource.com
For the year ended December 31, 2021
Dated as of March 21, 2022
TABLE OF CONTENTS
1 | ||
| 1 | |
| 2 | |
| 2 | |
| 3 | |
| 6 | |
| 7 | |
| 7 | |
| 7 | |
| 7 | |
| 7 | |
| 8 | |
| 8 | |
| 10 | |
| 11 | |
| 11 | |
| 11 | |
| 12 | |
| 12 | |
| 12 | |
| 12 | |
| 13 | |
| 13 | |
| 13 | |
| 13 | |
| 13 | |
| 14 | |
| 14 | |
| 14 | |
| 14 | |
| 15 | |
| 15 | |
Permitting and Environmental Risks and Other Regulatory Requirements | | 15 |
Greenhouse Gas Emissions Regulations and Climate Change Risks | | 16 |
| 16 | |
| 16 | |
| 16 | |
| 17 | |
| 17 | |
| 17 | |
General Economic Conditions May Adversely Affect the Corporation’s Growth and Profitability | | 18 |
| 18 | |
| 18 | |
| 18 | |
| 18 |
Exemption from Section 14 proxy rules and Section 16 of the Securities Exchange Act of 1934 | | 19 |
| 19 | |
| 19 | |
| 20 | |
| 20 | |
| 21 | |
| 21 | |
| 21 | |
| 21 | |
| 22 | |
| 24 | |
| 24 | |
| 25 | |
| 25 | |
| 26 | |
| 26 | |
| 31 | |
| 32 | |
| 32 | |
| 32 | |
| 32 | |
| 32 | |
| 33 | |
| 33 | |
| 33 | |
| 33 | |
| 33 | |
| 33 | |
| 34 | |
| 35 | |
| 35 | |
| 35 |
In this Annual Information Form (“AIF”), Alexco Resource Corp. is referred to as the “Corporation”, “Company” or “Alexco”. All information contained herein is as at and for the year ended December 31, 2021, 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 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 timelines, requirements for additional capital and sources, uses of funds, and the Company’s ability to successfully withstand the impact of the COVID-19 pandemic. 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 exploration, development and mining activities; inability of the Corporation to finance the development of its mineral properties; uncertainty of capital costs, operating costs, production and economic returns; 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; uncertainties relating to the interpretation of drill results, the geology, grade and continuity of the Corporation’s mineral deposits; possible variations in resources, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; the Corporation’s need to attract and retain qualified management and technical personnel; accidents, labour disputes and other risks of the mining industry; First Nation rights and title; continued capitalization and commercial viability; global economic conditions; competition; risks related to governmental regulation, including environmental regulation; delays or inability of the Corporation in obtaining governmental approvals necessary to develop and operate mines on the Corporation’s properties; inability of the Corporation to obtain additional financing needed to fund certain contingent payment obligations on reasonable terms or at all; variations in interest rates and foreign exchange rates; and the impact of COVID-19 and the instability thereof, including disruption or delay of exploration and mining 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 AIF under the heading “Risk Factors” and elsewhere.
Forward-looking statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and certain assumptions that management believes are reasonable at the time they are made. In making the forward-looking statements included in this AIF, the Corporation has applied several material assumptions, including, but not limited to, the assumption that: (1) additional financing may be needed to fund certain contingent payment obligations to Wheaton (as defined below); (2) additional financing needed for the capacity related refund under the Amended and Restated SPA (as defined below) 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, 2021; (6) market fundamentals will result in sustained silver, gold, lead and zinc demand and prices, and such
1 |
prices will be materially consistent with or more favourable than those anticipated in the PFS (as defined below); (7) the actual nature, size and grade of its mineral reserves and mineral resources are materially consistent with the mineral reserve and mineral resource estimates reported in the supporting technical reports, including the PFS; (8) labour 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 mineral 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 as the Keno Hill Silver District (the “District” or “KHSD”) project 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.
Technical Disclosure Cautionary Note to U.S. Investors – Information Concerning Preparation of Resource Estimates
The material scientific and technical information in respect of Alexco’s District project in this AIF, unless otherwise indicated is based upon the information contained in the technical report dated May 26, 2021 with an effective date of April 1, 2021, titled "NI 43-101 Technical Report on Updated Mineral Resource and Reserve Estimate of the Keno Hill Silver District” (the “PFS”). Readers are encouraged to read the PFS, which is available under the Corporation’s profile on SEDAR, for detailed information concerning KHSD. All disclosure contained in this AIF regarding the mineral reserves and mineral resource estimates and economic analysis on the property is fully qualified by the full disclosure contained in the PFS.
A production decision, which is made without a feasibility study of mineral reserves demonstrating economic and technical viability, carries additional potential risks which include, but are not limited to, the risk that additional detailed work may be necessary with respect to mine design and mining schedules, metallurgical flow sheets and process plant designs, and the noted inherent risks pertaining to the inclusion of approximately 2% Inferred Mineral Resources (as defined herein) in the mine plan.
This AIF has been prepared in accordance with the requirements of Canadian provincial securities laws, which differ from the requirements of U.S. securities laws. As a result, the Corporation reports the mineral reserves and resources of the projects it has an interest in according to Canadian standards. Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43 101 - Standards of Disclosure for Mineral Projects (“NI 43 101”). NI 43 101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. These standards differ from the requirements of the SEC that are applicable to domestic United States reporting companies under subpart 1300 of Regulation S-K (“S K 1300”) under the Exchange Act. As an issuer that prepares and files its reports with the SEC pursuant to the multi-jurisdictional disclosure system of the Exchange Act, the Corporation is not subject to the requirements of S K 1300. Any mineral reserves and mineral resources reported by the Corporation in accordance with NI 43 101 may not qualify as such under or differ from those prepared in accordance with S K 1300. Accordingly, information included or incorporated by reference in this AIF concerning descriptions of mineralization and estimates of mineral reserves and resources under Canadian standards may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements of S K 1300.
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, while that regarding mine development, operations, and mineral resources has been reviewed and approved by Sebastien D. Tolgyesi, P.Eng., P.Geo., Keno Hill Operations Manager, both of whom are Qualified Persons as defined by NI 43-101.
2 |
The following is a glossary of certain mining terms and abbreviations used in this AIF:
Ag | Silver. |
Assay | In economic geology, to analyze the proportions of metal in a rock or overburden sample; to test an ore or mineral for composition, purity, weight or other properties of commercial interest. |
Au | Gold. |
CIM | Canadian Institute of Mining, Metallurgy and Petroleum. |
Deposit | A mineralized body which has been physically delineated by sufficient drilling, trenching, and/or underground work, and found to contain a sufficient average grade of metal or metals to warrant further exploration and/or development expenditures; such a deposit does not qualify as a commercially mineable ore body or as containing ore reserves, until final legal, technical, and economic factors have been resolved. |
Dip | The angle at which a stratum or vein is inclined from the horizontal. |
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. |
Indicated Mineral Resource | That part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation. An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral Resource and may only be converted to a Probable Mineral Reserve. |
Inferred Mineral Resource | That part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration. |
km | Kilometers. |
m | Meters. |
Measured Mineral Resource | That part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation. A Measured Mineral Resource has a higher level of confidence than that applying to either an |
3 |
Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proven Mineral Reserve or to a Probable Mineral Reserve. | |
Mineral Reserve, Proven Mineral Reserve, Probable Mineral Reserve | Mineral Reserves are sub-divided in order of increasing confidence into Probable Mineral Reserves and Proven Mineral Reserves. A Probable Mineral Reserve has a lower level of confidence than a Proven Mineral Reserve. A Mineral Reserve is the economically mineable part of a measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at pre-feasibility or feasibility level as appropriate that include application of Modifying Factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. The reference point at which Mineral Reserves are defined, usually the point where the ore is delivered to the processing plant, must be stated. It is important that, in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported. The public disclosure of a Mineral Reserve must be demonstrated by a Pre-Feasibility Study or Feasibility Study. The terms “Mineral Reserve”, “Proven Mineral Reserve” and “Probable Mineral Reserve” used in this AIF are mining terms defined under CIM standards and used in accordance with NI 43-101. Mineral Reserves, Proven Mineral Reserves and Probable Mineral Reserves presented under CIM standards may not conform with the definitions of “reserves” or “proven reserves” or “probable reserves” under United States SEC standards. See “Preliminary Notes – Technical Disclosure Cautionary Note to U.S. Investors – Information Concerning Preparation of Resource Estimates”. |
Mineral Resource, Measured Mineral Resource, Indicated Mineral Resource, Inferred Mineral Resource | Mineral Resources are sub-divided, in order of increasing geological confidence, into inferred, indicated and measured categories. An Inferred Mineral Resource has a lower level of confidence than that applied to an Indicated Mineral Resource. An Indicated Mineral Resource has a higher level of confidence than an Inferred Mineral Resource but has a lower level of confidence than a Measured Mineral Resource. A Mineral Resource is a concentration or occurrence of solid material of economic interest in or on the earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling. The terms “mineral resource”, “measured mineral resource”, “indicated mineral resource”, and “inferred mineral resource” used in this AIF are mining terms defined under CIM standards and used in accordance with NI 43-101. See “Technical Disclosure Cautionary Note to U.S. Investors – Information Concerning Preparation of Resource Estimates”. |
Mineralization | The concentration of metals and their chemical compounds within a body of rock. |
Modifying Factors | The factors used to convert Mineral Resources to Mineral Reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors. |
4 |
Ore | A metal or mineral or a combination of these of sufficient value as to quality and quantity to enable it to be mined at a profit after the application of Modifying Factors. |
Ounce or oz | A troy ounce or twenty penny weights or 480 grains or 31.103 grams. |
Pb | Lead. |
Probable Mineral Reserve | The economically mineable part of an Indicated Mineral Resource and, in some circumstances, a Measured Mineral Resource. The confidence in the Modifying Factors applying to a Probable Mineral Reserve is lower than that applying to a Proven Mineral Reserve. |
Proven Mineral Reserve | The economically mineable part of a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of confidence in the Modifying Factors. |
PFS | A Pre-Feasibility Study is a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a preferred mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, is established and an effective method of mineral processing is determined. It includes a financial analysis based on reasonable assumptions on the Modifying Factors and the evaluation of any other relevant factors which are sufficient for a Qualified Person, acting reasonably, to determine if all or part of the Mineral Resource may be converted to a Mineral Reserve at the time of reporting. A Pre-Feasibility Study is at a lower confidence level than a Feasibility Study. |
Quartz | A mineral composed of silicon dioxide. |
Strike | Direction or trend of a geologic structure as it intersects the horizontal. |
Ton (T) | Also referred to as “short ton”, a United States unit of weight equivalent to 2,000 pounds. |
Tonne (t) | A metric unit of weight equivalent to volume multiplied by specific gravity; equivalent to 1.102 tons or 1,000 kilograms (2,204.6 pounds). |
tpd | Tonnes per day. |
Vein | Thin sheet-like intrusion into a fissure or crack, commonly bearing siderite or quartz. |
Zn | Zinc. |
5 |
The following table sets forth the factors for converting between Imperial measurements and metric equivalents:
To Convert From |
| To |
| Multiply By |
Feet |
| Meters |
| 0.3048 |
Meters |
| Feet |
| 3.281 |
Miles |
| Kilometers -“km” |
| 1.609 |
Kilometers |
| Miles |
| 0.6214 |
Grams |
| Ounces (Troy) |
| 0.03215 |
Grams/Tonnes |
| Ounces (Troy)/Short Ton |
| 0.02917 |
Tonnes (metric) |
| Pounds |
| 2,205 |
Tonnes (metric) |
| Short Tons |
| 1.1023 |
One troy ounce |
| Grams |
| 31.103 |
6 |
Name, Address and Incorporation
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 Suite 400, 725 Granville Street, Vancouver, British Columbia, V7Y 1G5, Canada.
The following chart depicts the Corporation’s corporate structure together with the jurisdiction of incorporation of each of the Corporation’s subsidiaries at the end of its most recently completed financial year. All ownership of each subsidiary is 100%.
Unless otherwise indicated or the context otherwise requires, reference to the term the “Corporation”, the “Company” or “Alexco” in this AIF includes Alexco Resource Corp. and its subsidiaries.
GENERAL DEVELOPMENT OF THE BUSINESS
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.
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%
7 |
net smelter return royalty, up to an aggregate maximum of $4 million for all production units, from any future production from the UKHM Mineral Rights, commencing once earnings from mining before interest, taxes and depreciation exceed actual exploration costs, up to a maximum of $6.2 million, plus actual development and construction capital.
Also, under the Subsidiary Agreement, ERDC is retained through the Government Group as a paid contractor responsible on a continuing basis for the environmental care and maintenance and ultimate closure reclamation of the former UKHM Mineral Rights. The original Subsidiary Agreement provided that ERDC was responsible for the development of the ultimate closure reclamation plan for fees of 65% of agreed commercial contractor rates, and this plan development is currently ongoing. Upon acceptance and regulatory approval, the closure reclamation plan will be implemented by ERDC at full agreed commercial contractor rates. During the period required to develop the plan, the original Subsidiary Agreement also provided that ERDC was responsible for carrying out the environmental care and maintenance of the UKHM Mineral Rights for a reducing fixed annual fee adjusted each year for certain operating and inflationary factors.
In July 2013, an amended and restated Subsidiary Agreement (the “ARSA”) was executed with the Government of Canada. Recognizing that developing the closure reclamation plan is more complicated than originally anticipated, the ARSA provides for the Government of Canada to contribute a higher proportion of closure plan development costs than provided for under the Subsidiary Agreement, retroactive to 2009. Going forward, ERDC will receive 95% of agreed commercial contractor rates for ongoing development of the closure reclamation plan. Furthermore, with respect to care and maintenance activity during the closure reclamation planning phase, the original reducing fee scale is replaced by a fixed fee of $900,000 per year, representing approximately 50% of estimated fully-billable care and maintenance fees.
Wheaton Precious Metals Silver Purchase Agreement
On August 5, 2020, the Company and Wheaton Precious Metals Corp. ("Wheaton") entered into an amended and restated silver purchase agreement (the "Amended and Restated SPA") to simplify and modify the silver purchase agreement originally dated October 2, 2008 (as subsequently amended) by addressing all amendments to date and whereby the silver production payment made by Wheaton will continue to be based on 25% of the silver production but will be based on a new payment formula (the “Amended Production Payment”) as outlined below:
● | during the earlier of the initial two years or eight million ounces of payable silver production (the “Initial Period”), the Amended Production Payment from Wheaton to Alexco will be adjusted on a curve. The Amended Production Payment formula during the Initial Period is a linear equation that pays 90% of spot price at US$15 per ounce silver (and below) and 10% of spot price at US$23 per ounce silver (and above); and |
● | following the Initial Period, the Amended Production Payment formula remains a linear equation and will pay 90% of spot price at US$13 per ounce silver (and below) and 10% of spot price at US$23 per ounce silver (and above). |
The Corporation issued 2,000,000 common share purchase warrants (the “Wheaton Warrants”) to Wheaton as consideration for entering into the Amended and Restated SPA. Each Wheaton Warrant entitles Wheaton to purchase one common share of the Company at an exercise price of $3.50, expiring August 5, 2025 with a fair value of $4,806,000 (US$3,624,000).
2021 to date
● | On January 27, 2022, the Corporation completed an equity financing and issued 2,129,685 flow-through shares with respect to “Canadian exploration expenses” (the “2022 CEE Shares”) priced at $2.70 per 2022 CEE Share, and 1,480,740 flow-through shares with respect to “Canadian development expenses” (the “2022 CDE Shares”) priced at $2.33 per 2022 CDE Share, for aggregate gross proceeds of $9,200,274. |
● | On January 18, 2022, the Corporation reported the overall expansion of the Bermingham Indicated Resource (see press release dated January 18, 2022, entitled “Alexco Reports 43% Expansion of Bermingham Indicated Resource to 47 Million Ounces of Silver at 939 Grams per Tonne; Remains Open”). |
8 |
● | On September 23, 2021, the Corporation and the Offtaker amended the existing offtake agreement to allow for an unsecured revolving credit facility (the “Facility”) for up to US$7,500,000. The Facility allows the Corporation to request prepayments, in US$1,000,000 increments, which are repaid in five monthly instalments against future deliveries of concentrate or in cash. The interest rate on drawn amounts is equal to three month LIBOR + 7.05%. The standby fee on undrawn amounts is 1.5% per annum, payable quarterly. On January 18, 2022, the Corporation and the Offtaker further amended the unsecured revolving credit facility, increasing the total prepayments allowed under the Facility from US$7,500,000 to US$10,000,000. All other terms of the Facility remain unchanged. In March 2022, the Corporation received a prepayment under the Facility in the amount of US$5,000,000. |
● | On June 10, 2021, the Corporation completed an equity financing and issued 8,214,450 common shares at a price of $3.50 per share for aggregate gross proceeds of $28,750,575 (the “June 2021 Offering”). |
● | On May 26, 2021, the Corporation filed an updated technical report (the “May 2021 Technical Report”) for the Keno Hill operations, expanding the Mineral Reserve by 22% to 1.44 million tonnes, grading an average 804 g/t Ag, 3.84% Zn, 2.64% Pb, and 0.31 g/t Au, or approximately 1,035 g/t silver equivalent (“AgEq”) (AgEq. calculated using the annual metal price assumptions used for Mineral Reserves as shown in Table 22-3 of the Technical Report). The updated reserve mine plan indicates the mine is projected to produce over 35.5 million ounces of Ag over the next 8 years. |
● | On January 28, 2021, the Corporation completed an equity financing and issued 2,053,670 flow-through shares with respect to “Canadian exploration expenses” (the “2021 CEE Shares”) priced at $4.48 per 2021 CEE Share, and 651,100 flow-through shares with respect to “Canadian development expenses” (the “2021 CDE Shares”) priced at $3.84 per 2021 CDE Share, for aggregate gross proceeds of $11,700,666 (the “January 2021 Offering”). |
● | On January 19, 2021, the Corporation reported results from its 2020 surface exploration drilling program that focused on the Bermingham Northeast Deep zone located at depth approximately 150 m below the existing mineral resource that is currently in development for ore production beginning in the second quarter of 2021. The 2020 surface exploration program completed 7,653 m of core drilling in 14 holes and focused on a 550 m long structurally controlled sub-horizontal elongated zone in the same structural and stratigraphic setting that contains the high-grade mineralization initially discovered in 2018 below the Bermingham mineral resource. The 2020 exploration program was designed to drill on approximately 100 m sections to trace the deeper zone southwest and northeast along strike within the favourable mineralization corridor. |
● | On January 4, 2021, the Corporation sold its NSR royalty in Golden Predator’s Brewery Creek Project to Wheaton Precious Metals (“Wheaton”) for total cash consideration of $4,500,000. |
2020
● | On September 15, 2020, the Corporation announced the appointment of Paul Jones as Senior Vice President, Corporate Development. Mr. Jones brings nearly 20 years experience in the mining sector in a variety of roles. Prior to joining the Corporation in September 2020, he was Senior Vice President of Corporate Development for Alio Gold Inc. |
● | On August 5, 2020, Alexco entered into an amended and restated agreement with Wheaton with respect to the streaming agreement between the two companies. See “General Development of the Business – Wheaton Precious Metals Silver Purchase Agreement”. |
● | On July 27, 2020, the Corporation announced that Mr. Michael Winn resigned from the Corporation’s board of directors in order to focus on his increasing responsibilities with other companies. Mr. Winn remains a strategic advisor to the Company’s board of directors. |
● | On July 23, 2020, the Corporation received the final amended and renewed water use license (“WUL”) for the District from the Yukon Water Board. The WUL authorizes Alexco to source and use water, as well as deposit designated waste streams into approved facilities in and around planned production centers at the Bellekeno, Flame & Moth, and Bermingham deposits. |
9 |
● | On July 7, 2020, the Corporation completed an equity financing and issued 10,994,000 common shares at a price of $2.73 per share for aggregate gross proceeds of $30,013,620 (the “July 2020 Offering”). |
● | On March 30, 2020, the Corporation announced the implementation of a COVID-19 response and management plan to protect the health and safety of its employees and contractors as well as the local communities, in which it operates. |
● | On March 27, 2020, the Corporation completed a public offering and issued 4,662,675 common shares at a price of $1.85 per share for aggregate gross proceeds of $8,625,948 (the “March 2020 Offering”). |
● | On February 14, 2020, the Corporation entered into a share purchase agreement (the “AEG Sale Agreement”) for the sale of its environmental services division, Alexco Environmental Group (“AEG”) to AEG’s executive management (“AEG Management”) led by AEG’s President, James Harrington (a related party transaction due to the AEG President being a key member of management of Alexco). Under the terms of the AEG Sale Agreement, the AEG Management purchased all of the shares of AEG in consideration for payment to Alexco of $13,350,000. On closing of the transaction, AEG Management paid $12,100,000 in cash, with the balance of $1,250,000 payable pursuant to a promissory note that was originally to mature on February 14, 2021. The maturity date was subsequently amended and now matures on December 31, 2022, bearing interest of 5% for the duration of this period. AEG consisted of four entities: (i) Alexco Environmental Group Inc. (“AEG Canada”), (ii) Alexco Water and Environment Inc., (iii) Alexco Environmental Group Holdings Inc., and (iv) Contango Strategies Ltd. AEG was in the business of managing risk at mature, closed or abandoned sites through management of environmental services, implementation of treatment technologies, execution of site reclamation and closure operations, and, if appropriate, rejuvenation of exploration and development activity. |
2019
● | On June 7, 2019, the Corporation completed a bought deal public offering and issued 6,500,000 common shares at a price of US$1.00 ($1.33) per share for aggregate gross proceeds of US$6,500,000 ($8,634,000) for net cash proceeds of US$5,775,000 ($7,669,000). |
● | On April 23, 2019, the Corporation completed a private placement, on a bought deal basis, of 1,842,200 flow-through common shares at a price of $1.90 per share for gross proceeds of $3,500,000. The flow-through common shares comprised: (i) 1,579,000 flow-through shares with respect to “Canadian exploration expenses” (the “2019 CEE Shares”) priced at $1.90 per 2019 CEE Share; and (ii) 263,200 flow-through shares with respect to “Canadian development expenses” (the “2019 CDE Shares”) priced at $1.90 per 2019 CDE Share. |
● | On March 28, 2019, the Corporation announced the results of a positive PFS for expanded silver production at Keno Hill Silver District. |
● | In addition to the mining business described above, the Corporation also operated an environmental services business through its Environmental Group Division, AEG, providing a variety of mine and industrial site related environmental services including management of the regulatory and environmental permitting process, environmental assessments and reclamation and closure planning. On February 14, 2020, the Corporation entered into the AEG Sale Agreement for the sale of AEG to the AEG Management as described above. Alexco retained ownership of ERDC and will execute the clean-up of historical mines in the District under its existing contractual arrangement with the Federal Government of Canada. |
The Corporation operates a mining business, comprised of mineral exploration and mine development and operation in Canada, primarily in Yukon Territory. In addition, the Corporation operates a reclamation management segment of the business focused on the clean-up of historical liabilities of the Keno Hill Silver District through ERDC under a contract with the Federal Government of Canada.
At December 31, 2021, the Corporation had 187 permanent and seasonal employees. A total of 162 were employed for mining operations at the Keno Hill mine site and a further 5 were employed in mineral exploration and evaluation activities. A total of 7 were employed in the reclamation management segment, with the remaining 13 employed in respect of executive management and administrative
10 |
support. Significant aspects of both the mining business and the reclamation management segment 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 and governance issues. In addition, there were approximately 18 contractors at the Keno Hill mine site for underground development work. As the Company continues to ramp up mining operations at site, it will necessitate the hiring of additional mine and mill personnel.
The Corporation’s principal mining business activities are currently being carried out within the Keno Hill District in Yukon Territory. The District encompasses over 35 former mines that produced variously from approximately 1918 through 1988, with published information from the Yukon Government’s Minfile database reporting more than 214 million ounces of silver produced at average grades of 44.7 ounces per tonne silver, 5.6% lead and 3.1% zinc.
The Corporation’s mineral property holdings within the Keno Hill district cover the most prospective geological areas to host silver mineralization, including all of the significant historic producing former mines and most of the other mineral occurrences. In addition to the deposits described below that are within the Keno Hill Silver District (previously defined as “KHSD”) as detailed in the PFS with an effective date of April 1, 2021, the Corporation holds several other less advanced property interests within the District, including but not limited to the Silver King, Elsa, Husky, and Sadie Ladue properties, which potentially could become material properties depending on the results of exploration programs the Corporation may carry out on them in the future, as well as the separate Elsa Tailings Property (see technical report dated June 16, 2010, entitled “Mineral Resource Estimation, Elsa Tailings Project ,Yukon, Canada”). In the KHSD, Alexco owns 100% of 722 Quartz Mining Leases, 873 Quartz Claims, 24 Placer Mining Claims, one Quartz Mining Licence and 50% of three Quartz Mining Leases, two (2) Crown Grants, in addition to six (6) fee simple lots and seven (7) surface leases. Of those interests, 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”) total 676 quartz mining leases, 121 quartz mining claims and two (2) crown grants.
Other non-material mineral property interests of the Corporation include the Harlan properties in the Yukon, and certain net smelter return royalties in respect of the Brewery Creek (sold on January 4, 2021), 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.
The Corporation’s KHSD property (as detailed in the PFS) encompasses the Flame & Moth, Bermingham, Lucky Queen, Bellekeno, and Onek deposits.
Attached as Schedule "A" to this AIF is the summary contained in the PFS, which has been updated and conformed to be consistent with other disclosure within this AIF. The detailed disclosure contained in the PFS is incorporated by reference into this AIF. See “Preliminary Notes – Documents Incorporated by Reference”.
As described above (see “General Development of the Business – Three Year History”), 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 received 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 was to reduce by 15% each year until all site-specific care and maintenance activities were replaced by closure reclamation activities; provided however that should a
11 |
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 received 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 $900,000 per year, representing approximately 50% of estimated fully-billable fees.
The exploration and mining business is a competitive business. Significant and increasing competition exists for mining opportunities internationally. The Corporation competes with numerous other companies possessing much greater financial and technical research resources. Competition is particularly intense with respect to the acquisition of desirable undeveloped gold properties. Please see “Risk Factors”.
In the exploration and mining business there is significant and increasing competition for attracting and retaining employees. Please see “Risk Factors”.
Social, Environmental and Governance 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 to 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.
The following are major risk factors management has identified which relate to the Corporation’s business activities. Such risk factors, as well as risks not currently known to the Corporation or that the Corporation currently deems to be immaterial, could materially affect the Corporation’s future business, financial condition, results of operations, earnings and prospects, and could cause events to differ materially from those described in forward-looking statements relating to the Corporation. Although the following are major risk factors identified by management, they do not comprise a definitive list of all risk factors related to the Corporation’s business and operations. Readers are encouraged to review other specific risk factors which are discussed elsewhere in this AIF, as well as in the Corporation’s consolidated financial statements (under the headings “Description of Business and Nature of Operations”, “Summary of Significant Accounting Policies” and “Financial Instruments” and elsewhere within that document) and in the Corporation’s annual and quarterly management’s discussion and analysis (under the headings “Critical Accounting Estimates and Judgments” and “Risk Factors” and elsewhere within that document) for its most recently completed financial year, being the year ended December 31, 2021, and its other disclosure documents, all as filed on the SEDAR website at www.sedar.com.
12 |
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".
The Corporation expects to require additional funds to finance its growth and development strategy. If the Corporation elects to raise additional funds by issuing additional equity securities, such financing may substantially dilute the interests of the Corporation’s shareholders. The Corporation may also issue additional securities in the future pursuant to existing and new agreements in respect of its projects or other acquisitions and pursuant to existing securities of the Corporation.
Exploration, Evaluation and Development
Mineral exploration, evaluation and development involves a high degree of risk and few properties which are explored are ultimately developed into producing mines. With respect to the Corporation’s properties, should any mineral resources exist, substantial expenditures will be required to confirm mineral reserves which are sufficient to commercially mine, and to obtain the required environmental approvals and permitting required to commence commercial operations. Should any mineral resource be defined on such properties there can be no assurance that the mineral resource on such properties can be commercially mined or that the metallurgical processing will produce economically viable and saleable products. The decision as to whether a property contains a commercial mineral deposit and should be brought into production will depend upon the results of exploration programs and/or technical studies, and the recommendations of duly qualified engineers and/or geologists, all of which involves significant expense. This decision will involve consideration and evaluation of several significant factors including, but not limited to: (1) costs of bringing a property into production, including exploration and development work, preparation of appropriate technical studies and construction of production facilities; (2) availability and costs of financing; (3) ongoing costs of production; (4) market prices for the minerals to be produced; (5) environmental compliance regulations and restraints (including potential environmental liabilities associated with historical exploration activities); and (6) political climate and/or governmental regulation and control. Mining operations deplete both mineral resources and mineral reserves. Exploration and evaluation is required to replenish depleted resources.
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.
Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. The lack of availability on acceptable terms or the delay in the availability of any one or more of these items could prevent or delay exploitation and or development of the Corporation’s properties. If adequate infrastructure is not available in a timely manner, there can be no assurance that the exploitation and or development of the Corporation’s properties will be commenced or completed on a timely basis, if at all; that the resulting operations will achieve the anticipated production volume; or that the construction costs and ongoing operating costs associated with the exploitation and or development of the Corporation’s properties will not be higher than anticipated. In addition,
13 |
unusual or infrequent weather phenomena, sabotage, governmental or other interference in the maintenance or provision of such infrastructure could adversely affect the Corporation’s operations and profitability.
Figures for the Corporation’s Resources are Estimates Based on Interpretation and Assumptions and May Yield Less Mineral Production Under Actual Conditions than is Currently Estimated
In making determinations about whether to advance any of its projects to development, the Corporation must rely upon estimated calculations as to the mineral resources and grades of mineralization on its properties. Until ore is actually mined and processed, mineral resources and grades of mineralization must be considered as estimates only. 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:
● | mineral reserve, mineral resource or other mineralization estimates will be accurate; or |
● | mineralization can be mined or processed profitably. |
Any material changes in mineral resource estimates and grades of mineralization will affect the economic viability of placing a property into production and a property’s return on capital. The Corporation’s resource estimates have been determined and valued based on assumed future prices, cut-off grades and operating costs that may prove to be inaccurate. Extended declines in market prices for silver, gold, lead, zinc and other commodities may render portions of the Corporation’s mineralization uneconomic and result in reduced reported mineral resources.
Amendments to Share Purchase Agreement with Wheaton
The amendments to the SPA with Wheaton requires that to satisfy the completion test under the Amended SPA, the Corporation will need to recommence operations on the KHSD Property and operate the mine and mill at 400 tonnes per day on or before December 31, 2022. If the completion test is not satisfied by December 31, 2022, the outcome could materially adversely affect the Corporation as it would be required to pay a capacity related refund to Wheaton in the maximum amount of US$8.8 million. The Corporation would need to raise additional capital to finance the capacity related refund and there is no guarantee that the Corporation will be able to raise such additional capital. In the event that the Corporation cannot raise such additional capital, the Corporation will default under the terms of the Amended SPA. The valuation model for the embedded derivative asset related to the SPA with Wheaton is based on a number of assumptions. The value of the derivative asset as at December 31, 2021 is $22,768,000. Payments from Wheaton are inversely related to the silver price; if, for example, silver prices were to increase or decrease from the current spot and forward prices as at December 31, 2021 by 10% per ounce and all other assumptions remained the same, the approximate derivative asset value would be $18,843,000 and $27,559,000, respectively.
Keno Hill Silver District Exploration
While the Corporation has conducted exploration activities in the District, 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 business of exploration for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into mineral deposits with significant value. Decisions by the Corporation to proceed with the construction and development of mines 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
14 |
inclement weather conditions, water availability, floods, fire, rock falls and earthquakes, unusual or unexpected ground conditions, geological formation pressures, equipment failure and failure of retaining dams around tailings disposal areas which may result in, among other adverse effects, environmental pollution and consequent liability; and unexpected labour shortages or strikes. Costs of production may also be affected by a variety of factors, including changing waste ratios, metallurgical recoveries, labour costs, commodity costs, general inflationary pressures and currency rates. In addition, the risks arising from these factors are further increased while any such mine is progressing through the ramp-up phase of its operations and has not yet established a consistent production track record. No assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis.
Employee Recruitment and Retention
Recruitment and retention of skilled and experienced employees is a challenge facing the mining sector as a whole, particularly in light of the COVID-19 pandemic. 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 a 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. Re-starting mining operations is necessitating the hiring and retention of mine and mill personnel. It may be difficult for Alexco to find and hire qualified people in the mining industry who are situated in the Yukon, or to obtain all of the necessary services or expertise in Yukon or to conduct operations on Alexco’s projects at reasonable rates. If qualified people and services or expertise cannot be obtained in the Yukon, the Corporation may need to seek and obtain those services from people located outside of this area, which may require work permits and compliance with applicable laws and could result in delays and higher costs. However, hiring outside of the Yukon may also be challenging due to the ongoing COVID-19 pandemic and travel restrictions that limit travel between territories, provinces and countries. See “Risk Factors – Public Health Crisis”.
The success of the operations and activities of the Corporation is dependent to a significant extent on the efforts and abilities of its management team. The Corporation does not maintain key employee insurance on any of its employees. The Corporation depends on key personnel and cannot provide assurance that it will be able to retain such personnel. Failure to retain such key personnel could have a material adverse effect on the Corporation’s business and financial condition.
Permitting and Environmental Risks and Other Regulatory Requirements
The current or future operations of the Corporation, including development activities and commencement of production on its properties 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. Specifically, the Corporation plans to increase production at the District to 550 t/d pursuant to the PFS, which requires an amendment to the Quartz Mining License. There can be no guarantee that the Corporation will receive the amendment. Additionally, delays in receiving any requisite license amendment could adversely affect the Corporation’s profitability.
Any failure 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
15 |
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.
Greenhouse Gas Emissions Regulations and Climate Change Risks
The Corporation operates in jurisdictions where regulatory requirements are being developed to monitor and report, and, potentially to reduce greenhouse gas emissions. Regulatory uncertainty regarding greenhouse gas emissions and climate change issues may adversely affect the Corporation’s operations. The potential physical impacts of climate change on the Corporation’s operations are uncertain and may be particular to the unique geographic circumstances associated with its operations. These may include extreme weather events, changes in rainfall patterns, and changing temperatures. Global efforts to transition to a lower-carbon economy may entail policy, legal, technology, and market changes to address mitigation and adaptation requirements related to climate change. Depending on the nature, speed, focus and jurisdiction of these changes, transition risks may pose varying levels of financial and reputational risk to the business.
Alexco secures its obligations for reclamation and closure costs with surety bonds provided by leading global insurance companies in favour of regulatory authorities in the Yukon. These surety bonds include the right of the surety bond provider to terminate the relationship with Alexco on providing notice of up to 90 days. The surety bond provider would, however, remain liable to the regulatory authorities for all bonded obligations existing prior to the termination of the bond in the event Alexco failed to deliver alternative security satisfactory to the regulator. Alexco may require additional capital to accomplish its exploration and development plans and fund strategic growth and there can be no assurance that financing will be available on terms acceptable to Alexco, or at all. Alexco may require additional financing to advance the Keno Hill Silver District to commercial production. This potential financing requirement could adversely affect Alexco’s ability to access the capital markets in the future. Failure to obtain sufficient financing, or financing on terms acceptable to Alexco, may result in a delay or indefinite postponement of exploration, development or production at its properties. Additional financing may not be available when needed and the terms of any agreement could impose restrictions on the operation of the Corporation’s business. Failure to raise financing when needed could have a material adverse effect on the business, financial condition, results of operations and prospects.
Potential Profitability of Mineral Properties Depends Upon Factors Beyond the Control of the Corporation
The potential profitability of mineral properties is dependent upon many factors beyond the Corporation’s control. For instance, world prices of and markets for gold, silver, lead and zinc are unpredictable, highly volatile, potentially subject to governmental fixing, pegging and/or controls and respond to changes in domestic, international, political, social and economic environments – including international trade restrictions. During the year ended December 31, 2021 and to date in 2022, the prices of silver, lead and zinc have been extremely volatile. 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. Additional impacts to profitability include supply chain delays a lack of supply and replacement parts for mining equipment. Additionally, due to worldwide economic uncertainty, as well as the continued COVID-19 pandemic and the conflict in Ukraine, 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.
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. Intergovernmental relations between First Nation authorities and federal, provincial and territorial authorities are evolving. There can be no guarantee that such claims and uncertainty 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.
16 |
There is an increasing level of public concern relating to the perceived effect of mining activities on indigenous communities. The evolving expectations related to human rights, indigenous rights and environmental protection may result in opposition to the Corporation’s current or future activities. Such opposition may be directed through legal or administrative proceedings, against the government and/or the Corporation, or expressed in manifestations such as protests, delayed or protracted consultations or other forms of public expression against the Corporation’s activities or against the government’s position. There can be no assurance that these relationships can be successfully managed. Intervention by the aforementioned groups may have a material adverse effect on the Corporation’s reputation, results of operations and financial performance.
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 may be constrained in its ability to operate its mineral properties or unable to enforce its rights with respect to its mineral properties. An impairment to or defect in the Corporation’s title to its mineral properties would adversely affect the Corporation’ business and financial condition.
Capitalization and Commercial Viability
The Corporation will require additional funds to further explore, develop and mine its properties. The Corporation has limited financial resources, and there is no assurance that additional funding will be available to the Corporation to carry out the completion of all proposed activities, for additional exploration or for the substantial capital that is typically required in order to place a property into commercial production. Although the Corporation has been successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that the Corporation will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in the delay or indefinite postponement of further exploration and development of its properties.
Critical Accounting Estimates and Judgments
The preparation of financial statements in conformity with International Financial Reporting Standards requires management to make estimates and assumptions that affect the reported amounts and the valuation of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures during the period reported. Actual outcomes could differ from these estimates. The Corporation’s consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future occurrences. Significant judgments about the future and other sources of estimation uncertainty at the financial position reporting date, including those that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made include, but are not limited to, uncertainties and assumptions with respect to the mineral reserve and resource estimates, impairment and impairment reversals of non-current non-financial assets, decommissioning and rehabilitation provision, and the fair value of derivatives. If the Corporation’s management rely on the information in the financial statements in making certain decisions, which information later proves to be inaccurate, it could have an adverse effect on the operating results of the Corporation.
The Corporation prepares budgets and estimates of cash costs and capital costs for its operations. Despite the Corporation’s best efforts to budget and estimate such costs, the costs required by the Corporation’s projects may be significantly higher than anticipated. The Corporation’s actual costs may vary from estimates for a variety of reasons, including: short-term operating factors; risk and hazards associated with mining; continued impact of the COVID-19 pandemic on the economy; natural phenomena, such as inclement weather conditions and unexpected labour shortages or strikes. Operational costs may also be affected by a variety of factors, including: ore grade metallurgy, labour costs, the cost of commodities, general inflationary pressures and currency exchange rates. Many of these factors are beyond the Corporation’s control. Failure to achieve estimates or material increases in costs could have an adverse impact on the Corporation’s business, results of operations and financial condition. Furthermore, delays in mining projects or other technical difficulties may result in even further capital expenditures being required. Any delays or costs overruns or operational difficulties could have a material adverse effect on the Corporation’s business, results of operations and financial condition.
17 |
General Economic Conditions May Adversely Affect the Corporation’s Growth and Profitability
The unprecedented events in global financial markets 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 instability include contraction in credit markets resulting in a widening of credit risk, and devaluations and high volatility in global equity, commodity, foreign currency exchange and precious metal markets. If the current instability and volatility levels continue they may adversely affect the Corporation’s growth and profitability. Specifically:
● | a global credit/liquidity or foreign currency exchange crisis could impact the cost and availability of financing and the Corporation’s overall liquidity; |
● | the volatility of silver and other commodity prices would impact the Corporation’s revenues, profits, losses and cash flow; |
● | volatile and rising energy prices, commodity and consumables prices and currency exchange rates would impact the Corporation’s operating costs; |
● | supply chain issues causing a lack of supply and replacement parts for mining equipment would impact the Corporation’s operations; 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.
In the course of exploration, development and production of mineral properties, certain risks, 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.
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: Involvement with Other Natural Resource Companies
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
18 |
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.
Exemption 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 the Corporation’s securities may result in shareholders having less data and there being fewer restrictions on insiders’ activities in the Corporation’s securities.
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. |
Information Systems and Cyber Security
The Corporation’s information systems, and those of its suppliers and other counterparties, are vulnerable to an increasing threat of continually evolving cyber security risks. Unauthorized parties may attempt to gain access to these systems or the Corporation’s information through fraud or other means of deceiving the Corporation’s counterparties.
The Corporation’s operations depend, in part, on how well the Corporation and its counterparties protect networks, equipment, information technology systems and software against damage from a number of threats. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact the Corporation’s reputation and results of operations.
There can be no assurance that the Corporation will not incur any material losses relating to cyber-attacks or other information security breaches in the future. The Corporation’s risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain an area of attention.
19 |
The Corporation’s business, operations and financial condition could be materially and adversely affected by the outbreak of epidemics or pandemics or other health crises, including the recent outbreak of COVID-19. To date, there have been a large number of temporary business closures, quarantines and a general reduction in consumer activity in a number of countries including Canada, the United States, Europe and Asia. The outbreak has caused companies and various international jurisdictions to impose travel, gathering and other public health restrictions. While these effects are expected to be temporary and a number of jurisdictions, including in Canada and the United States, have started to lift certain COVID-19 related restrictions, the duration of the various disruptions to businesses locally and internationally and the related financial and other impacts cannot be reasonably estimated at this time. Such public health crises can result in volatility and disruptions in the supply and demand for silver and other metals and minerals, global supply chains and financial markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect commodity prices, interest rates, credit ratings, credit risk, share prices and inflation.
The risks to the Corporation of such public health crises also include risks to employee health and safety, additional slowdowns or temporary suspensions of operations in geographic locations impacted by an outbreak, increased labor, transportation and fuel costs, regulatory changes, political or economic instabilities or civil unrest. In December 2021 and the start of the first quarter of 2022, the Corporation experienced a rise in COVID-19 cases at Keno Hill. The Corporation’s COVID-19 response required mandatory self-isolation for affected employees and contractors as dictated by government health protocols, which resulted in reduced workforce availability, significantly reduced production and slower development advancement activity in the fourth quarter of 2021, extending in and through January 2022. It is likely that any future outbreaks of COVID-19 or future variants of COVID-19, and their associated effect on government policy or the Corporation’s policies, may have a material adverse effect on the Corporation’s business, results of operations and financial condition.
The Corporation continues to have in place a COVID-19 management and response plan. As the Corporation advances into Keno Hill’s final development and operations phase, the management plan will continue to be modified as conditions change including government restrictions and protocols. Protocols that are expected to continue during the development and production phases include:
● | Vaccination of all employees at site; |
● | Mandatory hand washing and use of hand sanitizer every time personnel enter the dining hall; |
● | Sanitation wipes are available in the gym and phone room and must be used; |
● | Isolation buildings and rooms have been established along with procedures to deal with any potential COVID‐19 cases; |
● | Contingency plans have been established for case management; |
● | For travel days, physical distancing is maximized to the greatest extent possible; |
● | Avoiding non-essential travel to remote communities. |
Delays and costs related to COVID-19 could affect the Corporation’s ability to advance development and reach production with such risks to include challenges in recruiting and retaining staff and personnel, restricted access for employees and contractors at the mine site, equipment and materials not being delivered to site on schedule or at all, supply chain disruptions, and further inefficiencies required to be put in place to health and safety resulting in less productivity.
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.
20 |
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 21, 2022, 155,250,902 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.
The common shares of the Corporation are listed and posted for trading on the Toronto Stock Exchange (the “TSX”) and on the NYSE American Equities Exchange (the “NYSE American”) under the symbol “AXU”. The following tables set forth the market price range and trading volumes of the Corporation’s common shares on each of the TSX and NYSE American for the periods indicated in 2021.
|
| TSX |
| | NYSE American | |||||||||||
| | High |
| Low | | | | High |
| Low | | | ||||
Period | | (Cdn$) | | (Cdn$) | | Volume | | (US$) | | (US$) | | Volume | ||||
December |
| $ | 2.63 |
| $ | 1.90 |
| 4,257,155 |
| $ | 2.06 |
| $ | 1.47 |
| 21,490,359 |
November |
| $ | 2.76 |
| $ | 2.05 |
| 4,165,863 |
| $ | 2.19 |
| $ | 1.66 |
| 17,789,817 |
October |
| $ | 2.39 |
| $ | 1.84 |
| 4,000,528 |
| $ | 1.94 |
| $ | 1.45 |
| 14,416,500 |
September |
| $ | 2.48 |
| $ | 1.81 |
| 3,737,073 |
| $ | 1.94 |
| $ | 1.41 |
| 16,025,271 |
August |
| $ | 2.75 |
| $ | 2.03 |
| 4,219,169 |
| $ | 2.23 |
| $ | 1.16 |
| 21,207,272 |
July |
| $ | 3.16 |
| $ | 2.53 |
| 3,466,279 |
| $ | 2.59 |
| $ | 1.99 |
| 14,545,306 |
June |
| $ | 4.01 |
| $ | 3.03 |
| 6,103,686 |
| $ | 3.34 |
| $ | 2.45 |
| 27,965,906 |
May |
| $ | 3.94 |
| $ | 3.30 |
| 4,933,674 |
| $ | 3.23 |
| $ | 2.70 |
| 18,251,788 |
April |
| $ | 3.54 |
| $ | 3.19 |
| 2,620,870 |
| $ | 2.88 |
| $ | 2.53 |
| 15,456,791 |
March |
| $ | 3.61 |
| $ | 2.83 |
| 5,328,586 |
| $ | 2.85 |
| $ | 2.23 |
| 27,047,113 |
February |
| $ | 4.38 |
| $ | 3.32 |
| 7,374,609 |
| $ | 3.42 |
| $ | 2.62 |
| 31,347,993 |
January |
| $ | 4.38 |
| $ | 3.15 |
| 6,968,161 |
| $ | 3.45 |
| $ | 2.46 |
| 30,833,143 |
Securities Not Listed or Quoted
The only classes of securities of the Corporation that are not listed or quoted on a marketplace are stock options, restricted shares units (“RSUs”), deferred share units (“DSUs”), and warrants. As of December 31, 2021, 9,672,118 stock options, 1,198,067 RSUs, 894,000 DSUs and 2,000,000 warrants were outstanding.
21 |
The following table sets forth, for the financial year ended December 31, 2021, details of the price at which securities have been issued or are to be issued by the Corporation, the number of securities issued at that price and the date on which the securities were issued:
| | | | |
| Issue or |
| | |
| | | | | | Exercise Price | | | |
Date of Issue |
| Type of Securities |
| Nr. of Securities |
| per Security | | Reason for Issue | |
December 22, 2021 |
| Common Shares |
| 29,700 | | $ | 2.17 |
| Grant of stock options |
December 22, 2021 |
| Common Shares |
| 18,500 | | $ | 2.17 |
| Grant of restricted share units |
December 15, 2021 |
| Common Shares |
| 545,386 | | $ | 1.96 |
| Vesting of restricted share units |
December 15, 2021 |
| Common Shares |
| 474,500 | | $ | 2.17 |
| Grant of performance share units |
December 15, 2021 |
| Common Shares |
| 366,000 | | $ | 2.17 |
| Grant of deferred share units |
December 15, 2021 |
| Common Shares |
| 1,012,450 | | $ | 2.17 |
| Grant of restricted share units |
December 15, 2021 |
| Common Shares |
| 1,940,300 | | $ | 2.17 |
| Grant of stock options |
December 13, 2021 |
| Common Shares |
| 78,336 | | $ | 2.09 |
| Vesting of restricted share units |
November 19, 2021 |
| Common Shares |
| 25,500 | | $ | 2.21 |
| Exercise of stock options |
June 24, 2021 |
| Common Shares |
| 150,000 | | $ | 1.73 |
| Exercise of stock options |
June 10, 2021 |
| Common Shares |
| 8,214,450 | | $ | 3.50 |
| June 2021 Offering |
June 3, 2021 |
| Common Shares |
| 25,000 | | $ | 2.07 |
| Exercise of stock options |
May 20, 2021 |
| Common Shares |
| 31,000 | | $ | 3.19 |
| Exercise of stock options |
May 19, 2021 |
| Common Shares |
| 2,433 | | $ | 3.19 |
| Exercise of stock options |
May 19, 2021 |
| Common Shares |
| 5,000 | | $ | 1.27 |
| Exercise of stock options |
May 19, 2021 |
| Common Shares |
| 5,000 | | $ | 2.07 |
| Exercise of stock options |
May 19, 2021 |
| Common Shares |
| 4,000 | | $ | 2.32 |
| Exercise of stock options |
May 19, 2021 |
| Common Shares |
| 3,666 | | $ | 2.61 |
| Exercise of stock options |
April 29, 2021 |
| Common Shares |
| 25,000 | | $ | 2.07 |
| Exercise of stock options |
April 23, 2021 |
| Common Shares |
| 16,000 | | $ | 2.12 |
| Exercise of stock options |
April 20, 2021 |
| Common Shares |
| 10,600 | | $ | 2.07 |
| Exercise of stock options |
April 19, 2021 |
| Common Shares |
| 20,000 | | $ | 2.32 |
| Exercise of stock options |
April 19, 2021 |
| Common Shares |
| 17,000 | | $ | 2.12 |
| Exercise of stock options |
April 19, 2021 |
| Common Shares |
| 29,400 | | $ | 2.07 |
| Exercise of stock options |
April 16, 2021 |
| Common Shares |
| 150,000 | | $ | 1.78 |
| Exercise of stock options |
April 13, 2021 |
| Common Shares |
| 3,600 | | $ | 2.07 |
| Exercise of stock options |
April 13, 2021 |
| Common Shares |
| 20,000 | | $ | 1.27 |
| Exercise of stock options |
April 12, 2021 |
| Common Shares |
| 10,000 | | $ | 2.32 |
| Exercise of stock options |
April 12, 2021 |
| Common Shares |
| 20,000 | | $ | 1.27 |
| Exercise of stock options |
April 1, 2021 |
| Common Shares |
| 50,000 | | $ | 1.76 |
| Exercise of stock options |
March 31, 2021 |
| Common Shares |
| 65,000 | | $ | 2.07 |
| Exercise of stock options |
March 19, 2021 |
| Common Shares |
| 100,000 | | $ | 1.27 |
| Exercise of stock options |
February 12, 2021 |
| Common Shares |
| 60,000 | | $ | 0.84 |
| Exercise of stock options |
February 3, 2021 |
| Common Shares |
| 138,700 | | $ | 2.32 |
| Exercise of stock options |
February 3, 2021 |
| Common Shares |
| 10,666 | | $ | 3.19 |
| Exercise of stock options |
February 3, 2021 |
| Common Shares |
| 150,000 | | $ | 1.73 |
| Exercise of stock options |
February 3, 2021 |
| Common Shares |
| 180,000 | | $ | 1.27 |
| Exercise of stock options |
February 3, 2021 |
| Common Shares |
| 10,000 | | $ | 0.84 |
| Exercise of stock options |
February 3, 2021 |
| Common Shares |
| 125,000 | | $ | 2.07 |
| Exercise of stock options |
February 2, 2021 |
| Common Shares |
| 450,000 | | $ | 0.84 |
| Exercise of stock options |
January 28, 2021 |
| Common Shares |
| 2,053,670 | | $ | 4.48 |
| January 2021 Offering |
January 28, 2021 |
| Common Shares |
| 651,100 | | $ | 3.84 |
| January 2021 Offering |
January 21, 2021 |
| Common Shares |
| 25,000 | | $ | 1.73 |
| Exercise of stock options |
22 |
Pursuant to the terms of the underwriting agreement dated June 7, 2021 between the Corporation and Cormark Securities Inc., Cantor Fitzgerald Canada Corporation, R.F. Lafferty & Co., Inc., A.G.P./Alliance Global Partners, and Roth Capital Partners in connection with the June 2021 Offering, the Company agreed not to directly or indirectly, for a period of 90 days following June 10, 2021 (being the closing date of the June 2021 Offering), issue any common shares of the Corporation or any securities convertible into or exercisable or exchangeable for common shares, other than in connection with (i) the grant or exercise of share purchase options and other similar issuances pursuant to the share purchase incentive plan of the Corporation and other share compensation arrangements; and (ii) acquisitions, without the prior written consent of the lead underwriters, such consent not to be unreasonably withheld or delayed. In addition, each of the directors and officers of the Corporation, agreed, in a lock-up agreement executed concurrently with the closing of the Offering, that for a period of 90 days from June 10, 2021, each will not, directly or indirectly, offer, sell, contract to sell, grant any option to purchase, make any short sale, or otherwise dispose of, or transfer, or announce any intention to do so, any common shares of the Corporation, whether then owned or thereafter acquired, directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership, or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of common shares, whether such transaction is settled by the delivery of common shares, other securities, cash or otherwise other than pursuant to a take-over bid or any other similar transaction made generally to all of the shareholders of the Corporation.
23 |
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, 2021 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 | Chairman, Chief Executive Officer and Director | Chairman and Chief Executive Officer of the Corporation, since December 2004. | Since December 3, 2004 | |||
Elaine Sanders | Director(2)(5) | VP and Chief Financial Officer of Trilogy Metals Inc., a mineral exploration and development company, since November 2011. | Since June 28, 2016 | |||
Karen McMaster | Director (3)(4) | Since 2003, Ms. McMaster, BA, LLB, MBA has worked as an independent consultant focusing on strategic and economic development of organizations including risk assessment, contract management, EHS excellence, governance and capacity building at the community level. | Since April 11, 2018 | |||
Richard N. Zimmer | Lead Director(2)(4)(5) | Member of the Board of Directors of three other publicly-listed companies. | Since May 2, 2012 | |||
Rick Van Nieuwenhuyse Alaska, USA | Director(3)(4) | President and CEO of Contango Ore Inc., which is developing the Peak Gold deposit on the Tetlin Tribal Village lands in Alaska. Prior to joining Contango Ore Inc., Mr. Van Nieuwenhuyse was President and Chief Executive Officer of Trilogy Metals, founder, President and CEO of NovaGold Resources Inc., and Vice President of Exploration for Placer Dome Inc. | Since January 11, 2005 | |||
Terry Krepiakevich | Director(2)(3)(5) | Member of the Board of Directors of several publicly-listed and private companies since July 2011. | Since July 22, 2009 | |||
Mike Clark | Chief Financial Officer, Corporate Secretary and Company Ethics Officer | Chief Financial Officer of the Corporation, since December 2014. | N/A | |||
Bradley Thrall | President | President of the Corporation since December 2004. | N/A | |||
Paul Jones British Columbia, Canada | Senior Vice President, Corporate Development | Senior Vice President, Corporate Development of the Corporation since September 8, 2020. Prior to joining Alexco, Mr. Jones was Senior Vice President of Corporate Development for Alio Gold and prior to that he worked more than five years with an intermediate copper producer in operations, financial planning and analysis, investor relations, and business development. | 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. |
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 6,068,420 common shares of the Corporation (including 1,940,299 shares owned by ALM Investments ULC (formerly Asset Liability Management Group ULC), a
24 |
company controlled by Mr. Nauman), representing 3.9% of the issued and outstanding common shares of the Corporation. In addition, the directors and executive officers of the Corporation as a group also hold stock options for the purchase of an aggregate of 5,418,400 common shares in the capital of the Corporation, representing 62% of all outstanding stock options of the Corporation. Lastly, the directors and executive officers of the Corporation as a group held RSUs and DSUs that can be settled by way of shares issued from treasury for a further 587,001 and 894,000 common shares, respectively.
Cease Trade Orders, Bankruptcies, Penalties or Sanctions
To the knowledge of the Corporation, none of the Corporation’s directors or executive officers is, as at the date of this AIF, or has been, within ten years before the date of this AIF, a director, chief executive officer or chief financial officer of any Corporation (including the Corporation) that:
(a) | was subject to an Order (as defined below) that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or |
(b) | was subject to an Order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer. |
“Order” means a cease trade order, an order similar to a cease trade order, or an order that denied the relevant corporation access to any exemption under securities legislation and, in each case, that was in effect for a period of more than 30 consecutive days.
None of the Corporation’s directors or executive officers or, to the Corporation’s knowledge, any shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation:
(a) | is, as at the date of this AIF, or has been within the 10 years before the date of this AIF, a director or executive officer of any corporation (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or |
(b) | has, within the 10 years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder; 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. |
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 or her 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 as discussed 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
25 |
business interests except that certain of the directors, officers, promoters and other members of management serve as directors, officers, promoters and members of management of other public companies, and therefore it is possible that a conflict may arise between their duties as a director, officer, promoter or member of management of such other companies.
As described above under “General Development of the Business – Three Year History – 2020”, AEG was sold on February 14, 2020. James Harrington, MSc., the Senior Vice President and Chief Technical Officer of AEG Canada, 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, and 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.
The following is the text of the Audit Committee’s Charter:
“GENERAL
The primary function of the Audit Committee, under the supervision of the Board of Directors of the Company (the “Board”), is to assist the Board in fulfilling its oversight responsibilities regarding the integrity of the Company’s accounting and financial reporting processes and provision of financial information to the shareholders and others, the systems of internal controls and disclosure controls, the Company’s internal and external audit process, the Company’s policies with regard to ethics and business practices, and monitoring compliance with the Company’s legal and regulatory requirements with respect to its financial statements.
The Audit Committee is accountable to the Board. In the course of fulfilling its specific responsibilities hereunder, the Audit Committee is expected to maintain open communications between the Company’s external auditor, senior management and the Board.
The Audit Committee does not plan or perform audits or warrant or attest to the accuracy or completeness of the Company’s financial statements or financial disclosure or compliance with generally accepted accounting procedures as these are the responsibilities of management and the external auditor.
COMPOSITION
The Audit Committee shall be comprised of at least three directors of the Company, who generally shall be appointed or confirmed by the Board annually. The Chair of the Audit Committee shall be appointed by the Board, failing which the members of the Audit Committee may designate a Chair by a majority vote of the full Audit Committee membership. All members of the Audit Committee shall be directors and shall meet the independence, financial literacy and experience requirements under applicable laws, rules and regulations binding on the Company from time to time, including without limitation the applicable rules of any stock exchanges upon which the Company’s shares are listed and the requirements for independence and financial literacy under National Instrument 52-110 – Audit Committees (“NI 52-110”) in Canada, Section 803A of the NYSE Amex Company Guide and Rule 10A-3 of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). Subject to certain exemptions outlined in NI 52-110, every member of the Audit Committee
26 |
must be “independent” and “financially literate”, as such terms are defined in NI 52-110. Furthermore, at least one member of the Audit Committee shall qualify as a “financial expert” as such term is defined in Item 407 of Regulation S-K under the Exchange Act.
PROCEDURAL MATTERS
The Audit Committee:
(a) | Shall meet at least four times per year on a quarterly basis, either by telephone conference or in person. Any member of the Audit Committee may call such a meeting. A majority of the members appointed to the Audit Committee shall constitute a quorum. For clarity, quorum may be reached in person, or by telephone, video conference, or other communication facilities acceptable to the Board. Matters decided by the Audit Committee shall be decided by majority votes, and the Chair of the Audit Committee shall only have an ordinary vote with no additional tie-breaking powers. |
(b) | May invite the Company’s external auditor, the CFO, and such other persons as deemed appropriate by the Audit Committee to attend meetings of the Audit Committee. As part of its mandate to foster open communication, the Audit Committee shall meet at least annually with the CFO and the external auditor in separate sessions, and to that end the Audit Committee generally shall have as a standing agenda item an in-camera meeting with the external auditors for any meeting at which they attend. |
(c) | Shall report material decisions and actions of the Audit Committee to the Board, together with such recommendations as the Audit Committee may deem appropriate, at the next Board meeting. |
(d) | Shall review the performance of the Audit Committee on an annual basis and report the results of such review to the Nominating & Corporate Governance Committee. |
(e) | Shall review and assess this Charter for the Audit Committee at least annually and submit any proposed revisions to the Board for approval. |
(f) | Shall review from time to time as required and recommend to the Board for approval as necessary the indemnification policies, and director and officer insurance policy, if any, of the Company; |
(g) | Has the power to conduct or authorize investigations into any matter within the scope of its responsibilities. The Audit Committee has the right to engage independent counsel and other advisors as it determines necessary to carry out its duties, and the right to set and pay, without restriction, the compensation for any such counsel or advisors engaged by the Audit Committee. |
(h) | Has the right to communicate directly with the CFO and other members of management who have responsibility for the audit process (“Internal Audit Management”), as well as directly with the external auditor. |
(i) | Has the right to require payment of (i) compensation to any external auditor engaged for the purpose of preparing or issuing an audit report or performing audit, review or attest services for the Company and (ii) all ordinary expenses of the Audit Committee that are necessary or appropriate in carrying out its duties. |
RESPONSIBILITIES
Subject to the powers and duties of the Board, the Board hereby delegates to the Audit Committee the following powers and duties to be performed by the Audit Committee on behalf of and for the Board.
27 |
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 such plan. |
(d) | Consult annually, and otherwise as required, with the Company’s CEO and CFO respecting the adequacy of the internal controls and review any breaches or deficiencies. |
(e) | Review as necessary the process with regard to certifications, and ensure certifications by the CEO and CFO attesting to disclosure controls and procedures and internal control over financial reporting are obtained and filed as required under National Instrument 52-109 – Certification of Disclosure In Issuers’ Annual and Interim Filings and the Exchange Act in connection with the Company’s annual and interim financial reporting filings. |
(f) | Review management’s response to significant written reports and recommendations issued by the external auditor and the extent to which such recommendations have been implemented by management. Review such responses with the external auditor as necessary. |
(g) | Review with management the Company’s compliance with applicable laws and regulations respecting financial matters. |
(h) | Review with management proposed regulatory changes and their impact on the Company. |
(i) | Review with management and approve public disclosure of the Audit Committee Charter. |
External Auditor
The Audit Committee has primary responsibility for the selection, appointment, dismissal, compensation and oversight of the external auditor, subject to the overall approval of the Board. For this purpose, the Audit Committee may consult with management, but the external auditor shall report directly to the Audit Committee. The specific responsibilities of the Audit Committee with regard to the external auditor are to:
(a) | Recommend to the Board annually: |
(i) | the external auditor to be nominated (whether the current external auditor or a suitable alternative) for the purpose of preparing or issuing an auditor’s report or performing other audit, review, or attest services for the Company; and |
(ii) | the compensation of the external auditor. |
28 |
(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. |
(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. |
29 |
(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.
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. |
30 |
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 Audit Committee has recommended, established procedures for and the Board has adopted a Company Whistleblower Policy. All such complaints shall be dealt with under the terms of that Policy.”
Composition of the Audit Committee
As at December 31, 2021 and the date of this AIF, the members of the Audit Committee are Terry Krepiakevich, Elaine Sanders and Richard Zimmer, with Mr. Krepiakevich serving as the Chair of the Audit Committee. All of these members are financially literate and independent for the purposes of National Instrument 52-110 (“NI 52-110”).
Mr. Krepiakevich and Ms. Sanders qualify as financial experts and are financially sophisticated, in that they have an understanding of generally accepted accounting principles and financial statements; are able to assess the general application of accounting principles in connection with the accounting for estimates, accruals and reserves; have experience analyzing or evaluating financial statements that entail accounting issues of equal complexity to the Corporation’s financial statements (or actively supervising another person who did so); and have a general understanding of internal controls and procedures for financial reporting and an understanding of audit committee functions.
Mr. Krepiakevich is a member of the board of directors of several publicly-listed and private companies since July 2011. From June 2006 to July 2011, Mr. Krepiakevich was the Chief Financial Officer of SouthGobi Resources Ltd., a publicly-listed mining company focused on exploring and developing coal deposits in Mongolia’s South Gobi Region. Previously, Mr. Krepiakevich was Chief Financial Officer for Extreme CCTV Inc., a publicly traded company on the TSX involved in manufacturing high tech surveillance equipment, and Vice-President Finance and Chief Financial Officer of Maynards Industries Ltd., a private firm specializing in retailing, auctioneering, liquidating, and mergers and acquisition services. Prior to his position with Maynards, Mr. Krepiakevich was a senior officer in a number of private and public issuers. He is a Canadian qualified Chartered Professional Accountant and was employed with the international accounting firm Peat Marwick Thorne (KPMG), where he worked with a number of companies in mining and related industries.
Ms. Sanders is the Vice President, Chief Financial Officer and Corporate Secretary for Trilogy Metals Inc. Prior to Trilogy Metals Inc. Ms. Sanders served as Vice President, Chief Financial Officer and Corporate Secretary for NovaGold Resources Inc. Ms. Sanders has over 25 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 a Senior Staff Engineer responsible for evaluation of new mining ventures. Mr. Zimmer has
31 |
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).
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, 2021 or 2020 were approved pursuant to the de minimus exception.
External Auditor Service Fees (By Category)
PwC, is the independent registered public accounting firm for the Corporation and have acted as the Corporation’s independent auditor for the years ended December 31, 2021 and 2020. 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 Related |
| | |
| | | |
| | Audit Fees(1) | | Fees(2) | | Tax Fees(3) | | All Other Fees(4) | ||||
Year ended December 31, 2021 | | $ | 451,244 | | $ | Nil | | $ | Nil | | $ | Nil |
Year ended December 31, 2020 | | $ | 409,283 | | $ | Nil | | $ | Nil | | $ | Nil |
(1) | “Audit Fees” are the aggregate fees billed by PwC for the following: (a) audits of the Corporation’s consolidated annual financial statements; (b) audits of internal control over financial reporting that are provided in connection with statutory and regulatory filings or engagements; (c) reviews of the Corporation’s quarterly financial statements; and (d) comfort letter, consents, and other services related to the SEC. |
(2) | “Audit-Related Fees” are fees charged by the PwC for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees”. |
(3) | “Tax Fees” are fees charged by PwC for tax compliance, tax advice and tax planning. |
(4) | “All Other Fees” are fees charged by PwC for products and services other than as set out under the heading “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.
32 |
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
The directors, executive officers and principal shareholders of the Corporation or any associate or affiliate of the foregoing have had no material interest, direct or indirect, in any transactions in which the Corporation has participated within the three most recently completed financial periods prior to the date of this AIF or in the current financial year, and do not have any material interest in any proposed transaction, which has materially affected or is reasonably expected to materially affect the Corporation, except as set out elsewhere in this AIF or as follows:
Certain directors and/or officers of the Corporation have subscribed for common shares of the Corporation pursuant to the public and private placement financings of the Corporation.
TRANSFER AGENTS AND REGISTRARS
The registrar and transfer agent for the common shares of the Corporation in British Columbia and Ontario is Computershare Investor Services Inc., at its offices in Vancouver, British Columbia.
The Wheaton SPA, as amended (as described under the heading “General Development of the Business – Three Year History and Significant Acquisitions”), is the only material contract entered into by the Corporation within the year ended December 31, 2018 or before such time that are still in effect, other than in the ordinary course of business. The Wheaton SPA and subsequent amendments are available on the SEDAR website at www.sedar.com under the Corporation’s profile.
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:
● | Kourosh Tarighi P.Eng., Zach Allwright, P.Eng., and Paul Hughes, Ph.D., P.Eng., of Mining Plus, Gilles Arseneau, Ph.D., P.Geo. and Cliff Revering, P.Eng. of SRK Consulting (Canada) Inc., and Hassan Ghaffari, P.Eng. of Tetra Tech Canada Inc. prepared the PFS described under "Description of the Business – KHSD Property". |
● | Alan McOnie, FAusIMM, and Sebastien D. Tolgyesi, P.Eng., P.Geo., Keno Hill Operations Manager, an employee of the Corporation, are both responsible for certain information of a scientific or technical nature relating to the Corporation’s properties in this AIF. |
The Corporation’s independent auditors are PwC, who have issued the Report of Independent Registered Public Accounting Firm dated March 21, 2022 in respect of the Corporation’s annual financial statements as at December 31, 2021 and December 31, 2020 and for each of the years ended December 31, 2021 and December 31, 2020 and the Corporation’s internal control over financial reporting as at December 31, 2021.
Alan McOnie is currently a consultant and Sebastien D. Tolgyesi is currently an employee of the Corporation, as described above. Both Alan McOnie and Sebastien D. Tolgyesi 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.
33 |
The Corporation’s independent auditors are PwC. PwC has advised the Corporation that they are independent with respect to the Corporation within the meaning of the Chartered Professional Accountants of British Columbia Code of Professional Conduct and within the meaning of the Public Company Accounting Oversight Board Rule 3520, Auditor Independence.
Additional information 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, 2021.
34 |
Summary from PFS
Mining Plus Canada Consulting Ltd. (Mining Plus) was retained by Alexco Resource Corp. (Alexco) to update the Prefeasibility Study (PFS) and independent technical report on the Keno Hill Silver Project (the Project) that was published in February 2020 (Alexco, 2020). The purpose of this independent report, entitled “Technical Report on Updated Mineral Resource and Reserve Estimate of the Keno Hill Silver District”, is to disclose the results of that work and replace the preceding Alexco, 2020 report. This Technical Report conforms to NI 43-101 Standards of Disclosure for Mineral Projects.
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, Keno Hill or the District) following its successful bid for the assets of United Keno Hill Mines Ltd in 2006. Alexco acquired the properties with all pre-existing liabilities subject to indemnification from the federal Government of Canada (GoC).
The Project contemplates the conventional mining and milling of silver-lead-zinc ore from four deposits in the District. There is an existing conventional flotation mill which will process high grade silver-lead-zinc ore from four deposits across the District. Over the eight-year mine life contemplated in this report, the mines will produce 1.44 million (M) tonnes (t) of mill feed (the Probable Mineral Reserves) at an average 804 grams per tonne (g/t) silver (Ag), 2.64% lead (Pb), 3.84% zinc (Zn) and 0.31 g/t gold (Au). The mill will produce two concentrates: a high grade silver-lead concentrate averaging 18,186 g/t Ag, 54% Pb, and 3.9 g/t Au, and a zinc-silver concentrate averaging 750 g/t Ag and 52.8% Zn. The total Ag production is 35.5 M ounces (oz) over the mine life, corresponding to an annualized silver product in concentrate of 4.4 M oz.
The KHSD is a historic mining district, with the first production recorded in 1913. Since that time, an estimated 200 M oz of Ag has been produced from over 30 small mines across the District. Due to the high grade, steeply dipping veins which host the mineralization, the historic mines were typically small underground operations “chasing the vein”, followed by open pit operations beginning in the 1970’s to recover selected crown pillars.
In the late 1980’s, the then-owner United Keno Hill Mines Limited (UKHM) declared bankruptcy and the site was eventually declared abandoned in 2001, reverting to the GoC. Alexco was the successful bidder in a commercial sale and purchase process and in 2006 became the 100% owner of the assets. Through this transaction, Alexco has the right to mine the deposits and the obligation to develop, permit and implement a reclamation and closure plan for the legacy liabilities across the District. Alexco is fully indemnified for the historic liabilities.
Alexco has been actively developing the District since 2006. Alexco built a new mill complex in 2010, which operated for three years, processing material from the Bellekeno Mine. Since suspending mining operations in 2013, Alexco has maintained the District on a care and maintenance status and focused on additional exploration which led to increases in the estimated Mineral Resources for the Bermingham and Flame & Moth deposits. Phased underground development of these deposits commenced in 2018 and, as of the date of this report, Alexco has completed over 1,000 meters (m) of underground development work including a new portal and decline at the Bermingham deposit and a new portal and ramp at the Flame & Moth deposit. In Q4 of 2020 the District mill returned to operation and Alexco began shipping concentrate in Q1 2021.
35 |
The estimated Mineral Resource for the KHSD includes the Bellekeno, Lucky Queen, Flame & Moth, Onek, and Bermingham deposits. The total estimated Mineral Resource inclusive of estimated Probable Mineral Reserves is shown in Table 1-1.
Table 1-1 Keno Hill Mineral Resources at January 01, 2021
| | | | | | | | | | |
| Contained Ag |
Category |
| Tonnes (t) |
| Ag (g/t) |
| Au (g/t) |
| Pb (%) |
| Zn (%) | | (oz) |
Indicated |
| 3,826,800 |
| 596 |
| 0.34 |
| 2.1 |
| 5.4 |
| 73,352,000 |
Inferred |
| 1,719,600 |
| 442 |
| 0.2 |
| 1.4 |
| 3.9 |
| 24,413,000 |
Notes:
1. | All Mineral Resources are classified following the CIM Definition Standards for Mineral Resources and Mineral Reserves (May 2014) of NI 43-101. |
2. | Indicated Mineral Resources are inclusive of Probable Mineral Reserves estimates. |
3. | Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. All numbers have been rounded to reflect the relative accuracy of the estimates. |
4. | The Mineral Resource estimates comprising Lucky Queen and Flame & Moth, Onek and Bermingham are supported by disclosure in the news release dated March 28, 2019 entitled “Alexco Announces Positive Pre-Feasibility Study for Expanded Silver Production at Keno Hill Silver District” and the Technical Report filed on SEDAR dated February 13, 2020 with an effective date of March 28, 2019. |
5. | The Mineral Resource estimate for the Bermingham deposit is based on Mineral Resource estimates having an effective date 1of March 28,2019. |
6. | The Mineral Resource estimate for the Lucky Queen, Flame & Moth and Onek deposits have an effective date of January 3, 2017. |
7. | The Mineral Resource estimate for the Bellekeno deposit is based on an internal Mineral Resource estimate completed by Alexco Resource Corp. and externally audited by SRK Consulting Inc., having an effective date of January 01, 2021. This Mineral Resource estimate has been depleted to reflect all mine production from Bellekeno to the end of December 2020. |
The estimated Probable Mineral Reserves calculated by the Qualified Person (from Mining Plus) for this Project are 1.44 Mt grading 804 g/t Ag, 2.64% Pb, 3.84% Zn and 0.31 g/t Au for an overall Ag equivalent (AgEq) grade of 1,035 g/t as of April 1, 2021.
The mine plan for this Project comprises mining from four deposits (also referred to as “mines”); Bermingham, Flame & Moth, Bellekeno, and Lucky Queen. The majority of the mill feed (over 94%) will come from Bermingham and Flame & Moth deposits. Two mines will be operating at any given time, with the exception of the initial ramp up period of ore from Bellekeno only.
The mine plan is based on conventional mechanized mining methods. Based on the orientation, width of the veins, review of historic mining in the District, and geotechnical information, a combination of mechanized overhand cut and fill, and longhole stoping with cemented rock fill have been selected as the appropriate mining methods for all four deposits. The deposits require the use of mining methods that can adequately support the vein and that are flexible and selective while minimizing the direct mining costs. The backfill is planned to be a mixture of waste rock fill and tailings from the dry stack tailings facility (DSTF) with cement added as required.
The District mill has been recommissioned at the currently permitted average throughput of 400 tonnes per day (tpd) or 157,000 tonne per year (tpy) with a planned increase in throughput in Year 3, for an overall life-of-mine (LOM) average throughput of 483 tpd. Tailings are thickened, filtered, and placed in a conventional DSTF, which will be progressively reclaimed.
The Bellekeno, Bermingham, and Flame & Moth mines have all permits and authorizations in place to commence full scale mine production. An amendment to the Water Licence will be required to bring Lucky Queen into production.
36 |
The Project risks are substantially minimized compared to a greenfields project by a combination of Alexco’s previous operations at Keno Hill, the recently completed underground development and drilling, the existing and well- maintained infrastructure both onsite and offsite (including grid power) and the safe jurisdiction of the Yukon.
The working (pre-positive monthly cash flow) capital cost of $10.0 M comprises the following cost components: $13.0 M of mine development, PP&E (property, plant and equipment), mill upgrades, site-wide infrastructure modifications and contingency costs, plus an additional $19.3 M of capitalized operating costs. The costs incurred during the working capital period are offset by the $22.3 M in revenue generated to produce a net working capital of $10.0 M prior to reaching positive cash flow. This net working capital covers the first five month period of mine development and mill ramp up. The LOM sustaining capital cost, following the working capital expenditure period, is $95.6 M comprising primarily underground development costs.
The direct operating costs for the Project are estimated at a total of $436 M or $310 per milled tonne of ore. This comprises $277 M direct mine costs, $80 M of direct mill costs, and $79 M for site general and administrative (G&A) costs (excluding working capital period operating costs and corporate costs). AISC life-of-mine average $11.59 per ounce of silver, including corporate costs and working capital. The AISC is a non-GAAP (generally accepted accounting principles) financial measure that does not have any standardized meaning. Alexco has adopted the practice of calculating this performance measure as the net cost of producing an ounce of Ag (our primary payable metal) after deducting revenues gained from incidental by-product production.
Revenue derives from selling four metals (Ag as main product and Pb, Zn, and Au as by-products), reporting to two concentrates; a Ag-Pb concentrate and a Zn-Ag concentrate. The Project will produce a total of 62,053 t of Ag-Pb concentrate and 76,398 t of Zn-Ag concentrate over the eight year mine life. Over the LOM , the total payable of these metals in these concentrates totals 33.5 M oz Ag, 69.8 M pounds (“lbs”) Pb, 75.8 M lbs Zn and 5,082 oz Au.
Metal pricing was based on information from external sources. The LOM net revenue (Net Smelter Return) is $831 M and the total pre-tax cash flow is at $263 M. These are based on metal pricing assumptions as follows:
● | Ag ranging from US$25.50/oz in 2021, US$24.10/oz in 2022, US$22.60/oz in 2023, US$21.80/oz in 2024 to the long-term price of US$21.00/oz; |
● | Zn: US$1.17/lb in 2021, US$1.10/lb in 2022 and 2023, US$1.12/lb in 2024 and US$1.09/lb thereafter; |
● | Pb: US$0.91/lb in 2021, US$0.92/lb in 2022, US$0.93/lb in 2023, US$0.92/lb in 2024 and US$0.93/lb thereafter; and |
● | Au: US$1,910/oz in 2021, US$1,870/oz in 2022, US$1,760/oz in 2023, US$1,710/oz in 2024 and US$1,600/oz thereafter. |
The Project economics show this to be a robust project with low capital and high returns with a pre-tax net present value at a 5% discount rate (NPV5) of $210.4 M and after-tax NPV5 of $154.3 M. The pre-tax internal rate of return (IRR) is 326% and after-tax IRR is 295%. Considering the Project on a stand-alone basis, the undiscounted after-tax cash flow totals $189.7 M over the mine life, simple payback occurs approximately 15 months from start of production.
Exploration will continue at Keno Hill, with the objective to expand current resources and in the short term is particularly focused on the Bermingham deposit. Alexco plans approximately 25,000 m of surface diamond drilling at Bermingham and other areas in Galena Hill; this exploration drilling is not included in the Project costs summarized in this Technical Report. It is recognized that there remains estimated Mineral Resources in the Indicated category after extraction of the Probable Mineral Reserves considered herein.
37 |
1.2 TECHNICAL SUMMARY
1.2.1 PROPERTY DESCRIPTION AND OWNERSHIP
The Keno Hill Silver District is located in the central Yukon. The site is located approximately 350 km north of Whitehorse, Yukon, Canada in central Yukon and is in the traditional territory of First Nation of Na-Cho Nyäk Dun (FNNND). Access to the property is via the Alaska, Klondike and Silver Trail highways from Whitehorse to Mayo (407 km) and an all-weather gravel road northeast from Mayo to Elsa (45 km); a total distance of 452 km.
Alexco Keno Hill Mining Corp. (AKHM) is a wholly-owned subsidiary of Alexco and has been incorporated for operation of mineral extraction and development in the KHSD. Elsa Reclamation and Development Company Ltd. (ERDC), a wholly owned subsidiary of Alexco, continues to advance the development and eventual implementation of the District wide closure plan (the Reclamation Plan), which addresses the historic environmental liabilities of the District from past mining activities. The potential liabilities associated with the historic operations in the KHSD are indemnified by the GoC under the terms and conditions of the commercial agreement subject to the requirement for ERDC to develop, permit and implement the site Reclamation Plan. The Reclamation Plan for the historic liabilities is currently being reviewed by the Yukon Environmental and Socio-economic Assessment Board (YESAB).
Alexco has been actively developing the KHSD since 2006 under this unique contractual arrangement with the GoC whereby it can enter into production at historic and newly discovered deposits within the District while it undertakes reclamation activities to remediate historic environmental impacts.
The KHSD quartz mining claims and quartz mining leases are held by one of two wholly-owned subsidiaries of Alexco: ERDC or AKHM. The current property ownership, access and licences cover the areas included in the geological model, Mineral Resources and Mineral Reserves in this study.
Alexco has exploration, maintenance, and camp facilities near the location of the historic mining town of Elsa, which is located just off the Silver Trail Highway, and administration, mill and mine facilities at the mill complex located near Keno City, as shown in Figure 1-1. The KHSD is well connected by a network of public and private gravel roads. A large number of roads constructed for past mining operations are still serviceable. The KHSD is supplied with electrical power by Yukon Energy Corporation from two hydroelectric plants near Mayo as well as an interconnection to the larger Whitehorse hydropower generating facility. The area is covered by NTS map sheets 105M/13 and 105M/14.
The central Yukon is characterized by a subarctic continental climate with cold winters and warm summers. Exploration and mining work can be carried out year-round. Annual precipitation averages 28 centimeters (cm). Half of this amount falls as snow, which starts to accumulate in October and remains into May or June. The landscape surrounding the KHSD is characterized by rolling hills and mountains with a relief of up to 1,600 m. The highest elevation is Keno Hill at 1,975 m. Slopes are gentle except the north slopes of Keno Hill and Sourdough Hill.
38 |
Figure 1-1 View of the Existing District Mill Showing the Dry Stack Tailings Facility and Christal Lake
1.2.2 HISTORY
The Keno Hill mining camp area has a rich history of exploration and mining dating back to the beginning of the 1900s. Notable periods of interest in the historic evolution of the Keno Hill mining camp included:
● | Early gold prospecting near Mayo, particularly after the Klondike gold rush of 1898; |
● | The first silver was found in 1903 and small-scale mining commenced in 1913 at the Silver King mine; |
● | The end of the First World War and high silver prices led to renewed exploration and production activity by the Yukon Gold Company and later Keno Hill Limited; |
● | In the early 1920s, the Treadwell Yukon Company Limited (TYC) started mining. |
● | After the Second World War there was a sharp decline in activity in the Keno Hill camp until a new company, Keno Hill Mining Company Ltd., later United Keno Hill Mines Ltd. (UKHM, purchased all TYC properties, started production and sparked increased exploration activity. Production was primarily from underground mining, following the silver veins; |
● | The peak activity occurred in the 1950s and early 1960s, with new discoveries across the district adding to mineral inventory and production from the larger underground complexes such as the Hector Calumet camp; |
● | Open pit mining began in the late 1970’s, mainly to recover crown pillars; from 1982 to 1985 Sadie-Ladue and Shamrock were mined on a small scale basis, and from 1989 to 1990 Shamrock, Silver King, Hector-Calumet, Lucky Queen, and Keno were mined; |
● | UKHM stopped production from the KHSD permanently in early 1989; and |
39 |
● | The mine was declared abandoned in 2001 by the GoC and the assets reverted to the Crown. |
Alexco acquired the KHSD in 2006 and produced from Bellekeno mine from 2011 to 2013. Exploration has resulted in development and identification of the Lucky Queen, Flame & Moth, Onek, and Bermingham deposits.
1.2.3 GEOLOGY
The Keno Hill mining camp is located in the northwestern part of the Selwyn Basin in an area characterized by the Robert Service and Tombstone Thrust Sheets that are overlapping and trend northwest. The area is underlain by Upper Proterozoic to Mississippian rocks that were deposited in a shelf environment during the formation of the northern Cordilleran continental margin. The KHSD geology is dominated by the Mississippian Keno Hill Quartzite comprising the Basal Quartzite Member and conformably overlying Sourdough Hill Member. The unit is overthrust in the south by the Upper Proterozoic Hyland Group Yusezyu Formation and is conformably underlain in the north by the Devonian Earn Group (McOnie and Read, 2009).
Mineralization is of the polymetallic silver-lead-zinc vein type that typically exhibits a succession of hydrothermally precipitated minerals from the vein wall towards the vein centre. However, in the KHSD, multiple pulses of hydrothermal fluids or fluid boiling, probably related to repeated reactivation and breccia formation along the host fault structures, have formed a series of vein stages with differing mineral assemblages and textures. Supergene alteration may have further changed the nature of the mineralogy in the veins. Much of the supergene zone may have been removed due to glacial erosion.
In general, common gangue minerals include (manganiferous) siderite and, to a lesser extent, quartz and calcite. Silver predominantly occurs in argentiferous galena and argentiferous tetrahedrite (freibergite). In some assemblages, silver is also found as native silver, in polybasite, stephanite, and pyrargyrite. Lead occurs in galena and zinc in sphalerite, which at the KHSD can be either an iron-rich or iron-poor variety. Other sulphides include pyrite, pyrrhotite, arsenopyrite, and chalcopyrite.
The Keno Hill mining camp has long been recognized as a polymetallic silver-lead-zinc vein district with characteristics possibly similar to other well-known mining districts in the world. Examples of this type of mineralization include the Kokanee Range (Slocan), British Columbia; Coeur d’Alene, Idaho; Freiberg and the Harz Mountains, Germany; and Príbram, Czech Republic.
In the KHSD, the largest accumulation of minerals of economic interest occur in areas of increased hydrothermal fluid flow in structurally prepared competent rocks such as the Basal Quartzite Member and Triassic Greenstone. Incompetent rocks like phyllites tend to produce fewer and smaller (if any) open spaces, limiting fluid flow and resulting mineral precipitation.
1.2.4 EXPLORATION AND DRILLING
The exploration conducted by Alexco since 2005 is the first comprehensive exploration effort in the KHSD since 1997. The work has included a program of geologic data compilation, aerial geophysical surveying, and surface core drilling. Alexco converted the historic maps and documents from nearly 70 years of mining in the District to digital form. The digital data has been used to construct district scale maps and three-dimensional (3D) mine models.
Since acquiring the Keno Hill property, Alexco has completed a total of 782 surface diamond drill holes for a total of 205,503 m. In addition, a total of 431 underground holes for 29,673 m has also been completed, mainly at Bellekeno, but also includes 24 holes for 4,213 m drilled in 2018 from the Bermingham exploration decline.
Exploration drilling by Alexco has primarily been conducted to test targets immediately adjacent to historic resource areas and, to a lesser extent, to evaluate targets based on interpretation of exploration data. The objective has been to locate structurally controlled vein mineralization.
Standard logging and sampling conventions are used to capture information from the drill core. Since 2010 all core logging data has been directly digitally entered to the geology database with data including comments captured in separate tables including lithology, structure, mineralization type, intensity of oxidation, phases and abundance of veining, alteration, stratigraphy, and geotechnical.
40 |
1.2.5 MINERAL RESOURCE ESTIMATE
Definitions for resource categories used in this report are consistent with the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) definitions incorporated by reference into NI 43-101. The Mineral Resources have been estimated in conformity with the generally accepted CIM Estimation of Mineral Resources and Mineral Reserves Best Practices Guidelines (CIM, 2014) and are reported in accordance with NI 43-101. Mineral Resources are not Mineral Reserves and have not demonstrated economic viability.
In the opinion of the Qualified Persons (QPs) from SRK Consulting (Canada) Inc. (SRK), the resource evaluations reported herein are a reasonable representation of the global polymetallic Mineral Resources in the Bellekeno, Lucky Queen, Flame & Moth, Onek, and Bermingham deposits given the current level of sampling. The databases used to update the Bellekeno mine and Flame & Moth Mineral Resource estimates were audited by the QPs. The QPs are of the opinion that the current drilling information is sufficiently reliable to interpret with confidence the boundaries for the polymetallic mineralization and that the assay data are sufficiently reliable to support Mineral Resource estimation.
Mintec’s MineSight software was used to construct the geological shapes model for all five deposits. The Lucky Queen and Onek, geological models and database were imported into GEMS format Access databases for geostatistical analysis, block model construction, metal grades estimates, and the tabulation of the Mineral Resources. Maptek’s Vulcan software was used for geostatistical analysis and block model estimation for the Bermingham Mineral Resource estimate. Isatis was used for geostatistical analysis and variography, block model construction, estimating metal grades, and Mineral Resource tabulation for Bellekeno. The Lucky Queen, Flame & Moth, and Onek block models were estimated using GEMS.
Methodology for the five deposits employed the following procedures:
● | Database compilation and verification; |
● | Construction of wireframe models for the boundaries of the polymetallic mineralization; |
● | Definition of resource domains; |
● | Estimation of bulk density; |
● | Data conditioning (compositing and capping) for geostatistical analysis and variography; |
● | Block modelling and grade interpolation; |
● | Resource classification and validation; |
● | Assessment of “reasonable prospects for economic extraction” and selection of appropriate cutoff grades; and |
● | Preparation of the Mineral Resource Statement. |
A summary of the Mineral Resource estimate for the Project is shown in Table 1-2.
41 |
Table 1-2 Summary of Mineral Resource Estimates at January 01, 2021
| | | | | | | | | | | | | | |
| | | | |
| Ag |
| Au |
| Pb |
| Zn |
| Contained Ag |
Category |
| Deposit |
| Tonnes | | (g/t) | | (g/t) | | (%) | | (%) | | (oz) |
Indicated |
| Bellekeno |
| 213,000 |
| 620 |
| n/a |
| 5.5 | % | 5.5 | % | 4,246,000 |
|
| Lucky Queen |
| 132,300 |
| 1,167 |
| 0.2 |
| 2.4 | % | 1.6 | % | 4,964,000 |
|
| Flame & Moth |
| 1,679,000 |
| 498 |
| 0.4 |
| 1.9 | % | 5.3 | % | 26,883,000 |
|
| Onek |
| 700,200 |
| 191 |
| 0.6 |
| 1.2 | % | 11.9 | % | 4,300,000 |
|
| Bermingham |
| 1,102,300 |
| 930 |
| 0.1 |
| 2.4 | % | 1.7 | % | 32,959,000 |
Total Indicated |
| |
| 3,826,800 |
| 596 |
| 0.34 | | 2.1 | % | 5.4 | % | 73,352,000 |
Inferred |
| Bellekeno |
| 302,000 |
| 359 |
| n/a |
| 2.5 | % | 5.4 | % | 3.486.000 |
|
| Lucky Queen |
| 257,900 |
| 473 |
| 0.1 |
| 1.0 | % | 0.8 | % | 3,922,000 |
|
| Flame & Moth |
| 365,200 |
| 356 |
| 0.3 |
| 0.5 | % | 4.3 | % | 4,180,000 |
|
| Onek |
| 285,100 |
| 118 |
| 0.4 |
| 1.2 | % | 8.3 | % | 1,082,000 |
|
| Bermingham |
| 509,400 |
| 717 |
| 0.2 |
| 1.7 | % | 1.5 | % | 11,743,000 |
Total Inferred |
| | | 1,719,600 |
| 442 |
| 0.2 |
| 1.4 | % | 3.9 | % | 24,413,000 |
Notes:
1. | All Mineral Resources are classified following the CIM Definition Standards for Mineral Resources and Mineral Reserves(May 2014) of NI 43-101. |
2. | Indicated Mineral Resources are inclusive of Probable Mineral Reserves estimates. |
3. | Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. All numbers have been rounded to reflect the relative accuracy of the estimates. |
4. | The Mineral Resource estimates comprising Lucky Queen and Flame & Moth, Onek and Bermingham are supported by disclosure in the news release dated March 28, 2019 entitled “Alexco Announces Positive Pre-Feasibility Study for Expanded Silver Production at Keno Hill Silver District” and the Technical Report filed on SEDAR dated February 13, 2020 with an effective date of March 28, 2019. |
5. | The Mineral Resource estimate for the Bermingham deposit is based on Mineral Resource estimates having an effective date of March 28, 2019. |
6. | The Mineral Resource estimate for the Lucky Queen, Flame & Moth and Onek deposits have an effective date of January 3, 2017. |
7. | The Mineral Resource estimate for the Bellekeno deposit is based on an internal Mineral Resource estimate completed by Alexco Resource Corp. and externally audited by SRK Consulting Inc., having an effective date of January 01, 2021. This Mineral Resource estimate has been depleted to reflect all mine production from Bellekeno to the end of December 2020. |
1.2.6 MINERAL RESERVE ESTIMATE
The Mineable Shape Optimizer (MSO) tool was used to create mineable shapes using the NSR values coded into the block models. The results generated from the MSO process were used as guidance to generate detailed development layouts and crosscut designs. The economic viability of all stope blocks and levels were tested to ensure that all the Probable Mineral Reserves are economically viable.
The Mineral Reserves (Table 1-3) show the total Mineral Reserves for the KHSD; all Mineral Reserves are Probable Mineral Reserves. External dilution and mineable recovery has been applied to the Mineral Reserves. Please note that rounding of tonnes, average grades, and contained metal may result in apparent discrepancies with totals rounded.
42 |
Table 1-3 Mineral Reserves, Alexco Resource Corp. – Keno Hill Silver District Project
|
| | | | | | | | | | | |
| Contained Metal | ||||||
Deposit3 | | Category |
| Tonnes |
| Ag (g/t) |
| Pb (%) |
| Zn (%) |
| Au (g/t) | | Ag (000 oz) |
| Au (000 oz) |
| Pb (M Ibs) |
| Zn (M Ibs) |
Bellekeno | | Proven | | — | | — | | — | | — | | — | |
| |
| |
| |
|
|
| Probable |
| 12,809 |
| 936 |
| 13.00 |
| 7.30 |
| — |
| 385 |
| — |
| 4 |
| 2 |
Bellekeno Surface Stockpile |
| Proven |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Probable |
| 3,397 |
| 1,150 |
| 21.70 |
| 4.50 |
| — |
| 126 |
| — |
| 2 |
| — |
Lucky Queen |
| Proven |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
|
|
| Probable |
| 70,648 |
| 1,269 |
| 2.71 |
| 1.56 |
| 0.13 |
| 2,883 |
| — |
| 4 |
| 2 |
Flame and Moth |
| Proven |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
|
|
| Probable |
| 721,322 |
| 672 |
| 2.69 |
| 6.21 |
| 0.49 |
| 15,590 |
| 11 |
| 43 |
| 99 |
Bermingham |
| Proven |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
|
|
| Probable |
| 630,173 |
| 899 |
| 2.26 |
| 1.30 |
| 0.13 |
| 18,209 |
| 3 |
| 31 |
| 18 |
Total |
| Proven |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
| Probable |
| 1,438,349 |
| 804 |
| 2.64 |
| 3.84 |
| 0.31 |
| 37,193 |
| 14 |
| 84 |
| 122 |
Notes:
1. | Mineral Reserves are reported herein based on an NSR cutoff value using estimated metallurgical recoveries, assumed metal prices and smelter terms, which include payable factors, treatment charges, penalties, and refining charges |
2. | Tonnage and grade measurements are in metric units. Contained gold and silver ounces are reported as troy ounces |
3. | The Bellekeno, Lucky Queen, Flame & Moth and Bermingham deposits are incorporated into the current mine plan supported by disclosure in the news release dated May 26, 2021 entitled “Alexco Announces 22% Increase to Silver Reserves; Updated Technical Report Demonstrates Robust Economics at Keno Hill”. |
4. | Rounding as required by reporting guidelines may result in apparent summation differences between tonnes, grade and contained metal content. |
The Mineral Reserves identified comply with CIM definitions and standards for a NI 43-101 technical report. Detailed information on mining, processing and other relevant factors are contained in the following sections and combined demonstrate that the KHSD Project is an economically viable project.
43 |
1.2.7 MINING METHODS
The Project contains four separate deposits: Bellekeno, Bermingham, Flame & Moth, and Lucky Queen. All are characterized by high-grades and narrow vein widths. A photo of the existing Bellekeno portal is shown in Figure 1-2, and similarly of the current Bermingham portal in Figure 1-3.
Figure 1-2 View of the Bellekeno Portal (2018)
Figure 1-3 View of the Current Bermingham Portal
44 |
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 small scale longhole. For most of its historic mining life, the most successful method was square set stoping with timber.
Historical mining methods used in the KHSD have included cut and fill, small scale longhole stoping, shrinkage stoping, and square set stoping. The veins typically have dips around 70 to 80 degrees but vary between deposits from approximately 50 degrees at Lucky Queen to 80 degrees at Flame & Moth.
Numerous geotechnical studies have been carried out on the KHSD most recently by Jacobs Engineering (Jacobs, 2019). Geotechnical data for this study was only available for the Flame & Moth and Bermingham deposits which comprise approximately 94% of the Project mill feed. Operational experience gained during previous production mining at the Lucky Queen and Bellekeno deposits has been used to guide (but not directly influence) the development of geotechnical mine design parameters for the report. At a feasibility level the geotechnical conditions of the Lucky Queen and Bellekeno would need to be verified.
To understand the ground conditions at the KHSD Project, geotechnical domains were created for the Bermingham and Flame & Moth deposits. Preliminary geotechnical parameters were assessed using major lithology types as identified by Alexco geology personnel. The geotechnical domains are outlined below on which ground support designs have been based:
● | Domain 1: Quartzite (waste development); |
● | Domain 2 Schist (waste development); |
● | Domain 3: Faults (waste and production development); and |
● | Domain 4: Mineralization (production development). |
Based on the estimated rock mass classification Q values, ground support classes were developed for standard lateral development and production drifts for the Flame & Moth and Bermingham deposits. Mining of the Lucky Queen and Bellekeno deposits will exploit existing underground development. For this study, previously used ground support standards or the standards outlined for the Flame & Moth and Bermingham deposits (whichever provides greater capacity) will be used in the limited additional development that is planned. The ground support uses conventional technology; a combination of shotcrete, rock bolts and mesh.
In general, the infrastructure and development excavations are open for the long-term, and support has been designed accordingly. The infrastructure has been designed to avoid areas with potential poor ground conditions; in some situations, this is unavoidable, and support will be increased to provide long term stability.
The mine design strategy for the Project was to design as many areas as practical using small scale longhole mining methods while planning mechanized overhand cut and fill for areas where ground conditions were poor, or where the combination of vein dip and true width was not compatible with longhole stoping methods. A 3D design of the development and stope shapes was completed for all four deposits using Deswik Software.
Based on the orientation, width of the veins, review of historic mining in the District, and geotechnical information, a combination of mechanized overhand cut and fill, and longhole stoping with cemented rock fill has been selected as the appropriate mining methods for all four deposits. The deposits require the use of mining methods that can adequately support the vein and that are flexible and selective while minimizing the direct mining costs. The backfill is planned to be a mixture of waste rock fill and tailings from the DSTF with cement added as required.
For the majority of the mine life two deposits will be providing mill feed at all times. The only exceptions are early in the mine life when only the Bellekeno mine will be producing the mill feed and late in the mine life when the Lucky Queen deposit will be contributing ore feed to the mill. There will be a four month development period at Flame & Moth and a one month development period at Bermingham with steady state production being reached in Year 1 of the 8 year mine life. Steady state production over the 8-year mine life will average about 175,000 tpy.
45 |
Revenue comes from selling four metals (silver as main product and lead, zinc and gold as by-products), reporting to two concentrates; a silver lead concentrate and a zinc-silver concentrate. Stope shapes and mining areas were created and manually validated based upon an NSR value per tonne cut-off that was variable by mine and method as shown in Table 1-4. This NSR cut-off value was calculated by using the operating cost estimate. Mining recovery was applied at 95% for Bellekeno, Flame & Moth, Bermingham and Lucky Queen which is in line with Alexco’s historic operational experience. All stope shapes and mining areas were reviewed to remove any unprofitable areas.
Table 1-4 Mine Design Criteria – NSR Cutoff Values
|
| |
| Cutoff Value |
| | Cutoff Value | | -LHOS |
Mine | | -MCF ($/t) | | ($/t) |
Bellekeno |
| — |
| 365 |
Lucky Queen |
| 460 |
| — |
Bermingham |
| 350 |
| 275 |
Flame & Moth |
| 350 |
| 275 |
Notes;
1. | The NSR cutoff value was based on estimated metallurgical recoveries, assumed metal prices and smelter terms, which include payable factors, treatment charges, penalties, and refining charges |
Stope dilution was determined based on available geotechnical data and the use of empirical methods to produce an estimate of the Equivalent Linear Overbreak Slough (ELOS) and contains both planned and unplanned dilution. To factor in unplanned dilution outside of the stope shape boundaries, a dilution skin of 0.5 m was applied to both the hanging wall (HW) and footwall (FW) during the stope optimizer process. This dilution was considered when evaluating whether or not shapes are economic to ensure only diluted economic stope shapes are included in the mine plan.
Internal dilution (Planned Dilution) is primarily a function of the width of the orebody and minimum mining width. Minimum mining width for cut and fill method in both Bermingham and Flame & Moth deposits is 3.5 m wide and for the Lucky Queen deposit is 2.5 m wide which is determined from the size of the equipment selected and consistent with the geotechnical design parameters. For longhole stoping, the minimum mining width is planned at 1.8m. Dilution for the three deposits is: Flame & Moth 11%, Bermingham 33%, Lucky Queen 33%.The underground mine design for all four deposits results in total Probable Mineral Reserves of 1,438,349 t (diluted and recovered) with an average grade of 804 g/t Ag, 2.64% Pb, 0.31 g/t Au, and 3.84% Zn. The overall NSR value for the reserve is $578/t.
A monthly production schedule was generated for each task associated with mine development and production. This schedule was created using Deswik Scheduling software and targeted approximately 12,000 t ore per month coming from two deposits at any given time increasing to 16,000 t ore per month in Q3 2023 to LOM. The total annual mill feed and waste production from the four mines are summarized in Table 1-5 below.
46 |
Table 1-5 Mine Production Summary
|
| TOTAL | | 2021 |
| 2022 |
| 2023 |
| 2024 |
| 2025 |
| 2026 |
| 2027 |
| 2028 |
| 2029 |
|
ORE TONNES1 |
| 1,438,349 |
| 62,057 |
| 137,120 |
| 166,380 |
| 199,980 |
| 199,980 |
| 199,980 |
| 199,980 |
| 199,980 |
| 72,892 | |
WASTE TONNES |
| 873,825 |
| 99,456 |
| 160,192 |
| 187,627 |
| 193,520 |
| 98,864 |
| 48,984 |
| 54,876 |
| 26,337 |
| 3,969 | |
TOTAL TONNES |
| 2,312,174 |
| 161,513 |
| 297,312 |
| 354,007 |
| 393,500 |
| 298,844 |
| 248,964 |
| 254,856 |
| 226,317 |
| 76,861 | |
Calculated Average Grade |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Ag (g/t) |
| 804 |
| 947 |
| 1,077 |
| 909 |
| 863 |
| 721 |
| 777 |
| 678 |
| 730 |
| 623 | |
Au (g/t) |
| 0.31 |
| 0.16 |
| 0.29 |
| 0.27 |
| 0.34 |
| 0.33 |
| 0.32 |
| 0.31 |
| 0.33 |
| 0.28 | |
Pb (%) |
| 2.64 | % | 5.93 | % | 2.93 | % | 2.92 | % | 3.41 | % | 2.55 | % | 2.23 | % | 2.08 | % | 1.93 | % | 1.41 | % |
Zn (%) |
| 3.84 | % | 4.85 | % | 4.63 | % | 3.24 | % | 2.85 | % | 3.52 | % | 3.35 | % | 3.46 | % | 5.02 | % | 5.52 | % |
Calculated Contained Metal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Ag (Oz) |
| 37,193,561 |
| 1,889,879 |
| 4,748,832 |
| 4,861,275 |
| 5,551,396 |
| 4,636,248 |
| 4,995,172 |
| 4,360,131 |
| 4,691,092 |
| 1,459,536 | |
Au (Oz) |
| 14,196 |
| 313 |
| 1,289 |
| 1,443 |
| 2,156 |
| 2,138 |
| 2,080 |
| 1,987 |
| 2,127 |
| 662 | |
Pb (lbs) |
| 83,764,141 |
| 8,116,443 |
| 8,843,200 |
| 10,702,737 |
| 15,041,045 |
| 11,260,131 |
| 9,829,401 |
| 9,179,275 |
| 8,522,110 |
| 2,269,799 | |
Zn (lbs) |
| 121,661,361 |
| 6,636,926 |
| 13,995,628 |
| 11,874,903 |
| 12,565,811 |
| 15,537,261 |
| 14,788,743 |
| 15,248,353 |
| 22,136,629 |
| 8,877,106 | |
Notes:
1. | The term “ore” in this document means the total Probable Mineral Reserves as presented in Chapter 15 of this report. |
47 |
Key equipment requirements during the development and production period will include jumbos, load-haul-dumps (LHDs), haulage trucks, bolters, shotcrete sprayers and longhole drills. Raise development will be carried out using alimaks. Alexco currently owns a large portion of the mining equipment required; the additional major equipment required is assumed to be leased for the Project.
Manpower will consist of technical staff, mining crews, mechanics, electricians, and other support staff. Manpower reaches 225 personnel at full production with up to 130 personnel on site at any given time.
The ventilation system for each deposit is designed to meet Yukon regulations. Permanent fans will be located on surface at the raise collars. All intake air entering the mine workings will be heated above freezing point during the winter months.
1.2.8 METALLURGY AND MINERAL PROCESSING
The KHSD property is of a polymetallic silver-lead-zinc vein type mineralization. There are four deposits included in the mine plan and mill feed. Production will commence with feed from the Bellekeno deposit during the ramp up, followed by ore from both the Flame & Moth and Bermingham deposits, and finally from Lucky Queen. The mill will ramp up to process ore at 400 tpd in the first two years before reaching the peak capacity 550 tpd at year three. Bellekeno material was processed in the District mill at 250 tpd from 2011 and 2013.
Metallurgical test work has been conducted independently on each of the four 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 and inform mill or process modifications.
Based on metallurgical test work described in Section 13.0 and previous operation experience, a conventional sequential flotation process with regrinding stages on both lead and zinc rougher concentrates has been selected for this Project to produce silver-lead concentrate and zinc concentrate. The target primary grind size P80 was designed to be 100 to 120 µm to recover liberated lead and zinc minerals in rougher flotation circuits. A regrind mill in each of the lead and zinc cleaner flotation circuits will be included for further liberation and upgrading.
Based on the mill capacity/modification reviews, modifications to the existing District mill were required in three areas including grinding circuit, flotation circuit, and tailings dewatering circuit. Since the PFS (Alexco, 2020), two regrind mills have been purchased and will be installed prior to processing Bermingham ore, and the new ball mill has been installed and is to be tied in with the new grinding circuit when the higher throughput is required. The larger tailings filter has also been installed and commissioned. To reach the higher rate 550 tpd, campaigns will be run to identify additional modifications in the initial operation. An allowance of $1.1 M has been included in this Project for this purpose.
Ore will be crushed and then processed in a conventional flotation mill producing two concentrates. Concentrates will be thickened, filtered, and trucked off site for sale. Tailings will be also thickened, filtered, and stored in a dry stack tailing facility adjacent to the mill. Process water will be stored in the mill pond adjacent to the mill complex and recycled to the plant for varied applications. A simplified process flowsheet is included in Section 17.0 (Figure 17-2). The primary makeup water source is from the Flame & Moth underground mine which will be treated within the already constructed water treatment plant.
The total concentrate production and grades over the life of mine are shown in Table 1-6. The corresponding expected metallurgical recoveries and total recovered metal are shown in Table 1-7.
48 |
Table 1-6 LOM Expected Concentrate Production
|
| LOM |
Ag-Pb Concentrate |
|
|
Dry tonnes |
| 62,053 |
Ag g/t |
| 18,186 |
Pb % | | 54.0 |
Au g/t |
| 3.9 |
Zn Concentrate |
|
|
Dry tonnes |
| 76,398 |
Ag g/t |
| 750 |
Zn %2 |
| 52.8 |
Notes:
1. | Based on the rs presented in Section 15 and mine plan(Section 16). |
2. | Grades are calculated weighted averages |
Table 1-7 LOM Expected Metal Recovery to Concentrate
|
| Average Recovery (%) |
| Total Recovery |
Into Ag-Pb Concentrate |
|
|
|
|
Ag |
| 91.0 |
| 33.8 M oz |
Pb |
| 88.2 |
| 33,508 tonnes |
Au |
| 49.0 |
| 6,956 oz |
Into Zn-Ag Concentrate |
|
|
|
|
Ag |
| 4.6 |
| 1.70 M oz |
Zn |
| 73.4 |
| 40,491 tonnes |
Notes:
1. | Based on the total Probable Mineral Reserves presented in Section 15 and mine plan presented in Section 16, metallurgical testing presented in Section 13. |
1.2.9 PROJECT INFRASTRUCTURE
There is considerable infrastructure on site from the previous Alexco mining operations, from 2011 to 2013. This infrastructure has remained either in use (by the site activities for Care and Maintenance) or has been regularly maintained. In Elsa, there are administrative, training and exploration offices.
The nearby Flat Creek camp facilities include bunkhouses, a kitchen facility, recreation facilities, two miners dry facilities, as well as houses at the old Flat Creek town site (part of Elsa).
At the District mill, to the east of Elsa and adjacent to the Flame & Moth portal, there are mine and mill offices and dry facilities, an assay lab, equipment maintenance facility, and the mill and DSTF complex as shown in Figure 1-1 above. A new warehouse will be constructed in Q2 2021.
Power, water, roads, and communications are in place and maintained throughout the site. There is a network of access roads and haul roads throughout the district. Haul roads have been upgraded between Bermingham and the mill, and a bypass constructed around Keno City to reduce traffic and noise for the residents.
49 |
There is minimal additional infrastructure required. The capital projects required for mine development, such as ventilation raises, are included in the mine planning and costing.
Offsite infrastructure includes highway access to between Whitehorse and the Keno Hill site as well as to Skagway (for concentrate shipping). Alexco has an administrative office in Whitehorse. No additional offsite infrastructure is required for this Project.
1.2.10 MARKET STUDIES AND CONTRACTS
The principal commodities at KHSD are freely traded at prices that are widely known, so that prospects for sale of any production are virtually assured. Future production will continue to be sold in concentrate form and revenue will be based on terms provided by traders or smelters to which the concentrate is sold. For the economic analysis herein, concentrate sales terms were developed from discussions with various traders or smelters, and compared with other current projects.
Alexco has entered into a number of contracts to support the operations of the Project including:
● | Transportation of lead and zinc concentrates to a smelter in North America and to back haul supplies to the site; |
● | Yukon Energy Corp. provides power under contract to various substations located across Keno Hill; |
● | Consumables such as propane, fuel, and reagents; and |
● | Services including camp and catering services, drilling (exploration) and mine development. |
1.2.11 ENVIRONMENTAL STUDIES, PERMITTING, AND SOCIAL OR COMMUNITY IMPACT
Alexco and its wholly-owned subsidiary, ERDC, have a unique commercial agreement with the GoC in which Alexco is responsible for the care, maintenance, and closure of the historical mines, with government and company funding provided to address the historical liabilities. Under the agreement, Alexco is indemnified from the historic environmental liabilities. Alexco, along with territorial, federal, and First Nation governments, is responsible for developing a District-wide closure plan that addresses these historic environmental liabilities arising from past mining activities. The Reclamation Plan completed the Yukon environmental assessment process under the Yukon Environment and Socio-economic Assessment Act (YESAA) in 2020 and is currently entering into water licencing. That work is not part of this Technical Report.
All permitting and licencing applications are complete for the activities contemplated in this report.
1.2.11.1Environment and Water Quality
The KHSD has an extensive database of environmental monitoring and environmental impacts assessments, going back twenty years in some areas. This is in large part due to the historic operations and the reclamation planning requirements. The additional environmental requirements for both operations and closure have been clearly defined through the permitting processes.
Geochemical and water quality studies consistently show that the site is not a source of acid rock drainage. However, oxidation of sulphides and metal leaching under circumneutral conditions does occur, with local zones of acidity in areas of higher sulphide material, particularly proximal to the mineralized veins. The tailings are neither net acid generating nor a source of metal leaching. Tailings are deposited in a lined dry stack tailings facility which is progressively reclaimed during operations. There are comprehensive waste management, water management and monitoring programs defined by permits and in effect on site to ensure compliance with water licence requirements.
1.2.11.2Environmental Assessment and Permitting
The Bellekeno, Bermingham, and Flame & Moth mines have all permits and authorizations in place for full scale mine production. The Quartz Mining Licence is in place for Lucky Queen, however a minor amendment will be required to the Water Licence to commence
50 |
production from Lucky Queen. The Quartz Mining Licence is also in place for Onek, although there are currently no plans to bring this deposit into production. The existing approvals and amendments are for mill throughput of 400 tpd (based upon a 12-month average); an amendment to the QML would be required to increase mine throughput to 550 tpd.
1.2.11.3Community and First Nations
The KHSD is situated in the traditional territory of the First Nation of Nacho Nyak Dun (FNNND). Alexco meets regularly with stakeholders and First Nations regarding their ongoing operations as well as the new plans, presenting detailed information about the site operations, and seeking expression of concerns and interests.
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. There are regular business meetings between Alexco and the FNNND to review matters under the Agreement.
1.2.11.4Mine Reclamation and Closure
An updated AKHM Reclamation and Closure Plan was approved by the Government of Yukon (YG) in 2018 that encompasses all of the active mining and processing activities in the KHSD (Alexco, 2018). Alexco will have a site presence for many years while reclamation of the historical liabilities occurs. Therefore, monitoring of the Bellekeno, Lucky Queen, Flame & Moth, and Bermingham mine areas can be integrated with KHSD monitoring programs over the long term. This is expected to improve the efficiency of these ongoing water treatment and monitoring activities.
YG requires financial security in the form of a letter of credit to cover potential liabilities associated with the cost of reclamation and closure. Alexco has posted a total of $10.2M of security for the Bellekeno, Bermingham, Lucky Queen, Flame & Moth, and Onek mine operations, the mill area, and the DSTF. This total follows a third-party review of Alexco’s costs under the QML-0009 and all requirements under Water Licence QZ18-044.
1.2.12 CAPITAL AND OPERATING COSTS
Capital costs were developed by Alexco, and the QPs from Mining Plus and Tetra Tech (process plant only). The QPs from Mining Plus and Tetra Tech reviewed the costs in detail and modified as required to be consistent with a PFS level study and the Project. All costs are in Canadian (CA$) dollars unless otherwise noted. Mining Plus considers the accuracy of capital cost estimate components to be at a prefeasibility level of +/- 25%. A 12.5% contingency has been included in the capital cost estimate based upon a review of the capital estimate details.
The capital cost estimates are based primarily on quotations by vendors on equipment, mill modifications, materials, and supplies. The remaining estimates were developed from first principles and previous site experience. Escalation has not been included in the estimate. The capital cost estimates were generated by Alexco and were reviewed and modified based upon detailed review by the QP.
The capital costs include the completion of development of the Flame & Moth deposit, completion of development of the Bermingham deposit and the reopening of the Lucky Queen plus the necessary modifications to process plant and infrastructure for ramping up operations. The working (pre-positive monthly cash flow) capital cost of $10.0 M comprises the following cost components: $13.0 M of mine development, PP&E (property, plant and equipment), mill upgrades, site wide infrastructure modifications and contingency costs, plus an additional $19.3 M of capitalized operating costs. The costs incurred during the working capital period are offset by the $22.3 M in revenue generated to produce a net working capital of $10.0 M prior to reaching positive cash flow. This net working capital covers the first five month period of mine development and mill ramp up from April 2021 to Aug 2021.
Total sustaining capital including underground development and PP&E is estimated to be $95.6 M which excludes the working capital of $10.0 M. The sustaining capital is mainly the major mine development in the deposits to be mined.
The LOM direct operating costs total $436 M comprising $277 M of direct mine costs (primarily mine development),
51 |
$80.0 M of direct processing costs, and $79 M for site G&A costs (excluding corporate) as shown in Table 1-8. This corresponds to a LOM unit cost of $310 per tonne of ore. These costs were developed by Alexco and reviewed by the QPs from Mining Plus (model and all components except processing plant) and Tetra Tech (processing plant only). Operating costs do not include contingency and are in Canadian dollars. Operating costs are based on vendor quotations or build up from first principles estimates.
Table 1-8 Life of Mine Direct Operating Cost Summary
|
| LOM Site Opex |
| Unit Cost | ||
Area | | ($M) | | ($/tonne milled) | ||
Mine | | $ | 277 | | $ | 196 |
Mill | | $ | 80 | | $ | 57 |
G&A | | $ | 79 | | $ | 56 |
LOM Total Site | | $ | 436 | | $ | 310 |
| |
|
| |
|
|
Notes:
1. | Excludes working capital period from April 2021 to Aug 2021 |
52 |
1.2.13 ECONOMIC ANALYSIS
The Project presented herein will process 1.44 M t of mill feed (the Probable Mineral Reserves) and produce two concentrates; 62,053 t of Ag-Pb concentrate and 76,398 t of Zn-Ag concentrate. The LOM total payable Ag in concentrate is 33.5 M oz. At the upgraded processing throughput averaging 483 tpd over the mine life, the current project life totals 8 years and 2 months. The Project economics are based on assumptions for marketing of concentrate directly to a smelter. This financial analysis does not include any sunk costs for exploration and project advancement prior to the effective date of this study.
The project value is determined on a pre-tax and after-tax basis at 5% discount rate with the following additional economic criteria:
● | Metal prices as shown in Figure 1-4; |
● | 25% of silver is sold to Wheaton Precious Metals Corp. (Wheaton) under a streaming agreement at a price ranging from US$2.41/oz to US$5.46/oz silver; |
● | NSR includes shipping, treatment, and refining costs; |
● | There is a 1.5% NSR (to a maximum of $4 M) to the GoC; |
● | Revenue is recognized at the time of production; and |
● | Revenue is generated in Month 1 and a further 5 month Working Capital period (Apr 2021 – Aug 2021) will be required until the operation is cash-flow positive. |
Figure 1-4 Metal Price Projection
53 |
An exchange rate of $0.781 US$/CA$ in Year 1, increasing to $0.787 US$/CA$ in Year 2, decreasing to $0.781 US$/CA$ in Year 3 and then holding at $0.775 US$/CA$ from Year 4 for long-term was assumed to convert US$ market price projections and particular components of the initial capital cost estimates into CA$. No provision was made for the effects of inflation. Current Canadian tax regulations were applied within the financial model by Alexco Management with support from Alexco’s tax advisors.
1.2.14 CASH FLOW ANALYSIS
Considering the Project on a stand-alone basis, the undiscounted after-tax cash flow totals $189.7 M over the mine life. Simple payback occurs approximately 15 months from start of production, approximately 10 months after the project start date of April 1, 2021.
An estimate of the LOM AISC per contained Ag oz on a by-product basis was calculated. Corporate G&A after mine closure is not considered in the project economic evaluation. All costs below are calculated in United States Dollars (US$). Metal price and foreign exchange assumptions are presented in Section 22.1. The AISC is US$11.59/contained oz Ag. Pricing and AISC assumptions are detailed in Section 21.3.
The after-tax NPV5 is $154.3 M, and the after-tax IRR is 295%. The pre-tax NPV5 is $210.4 M, and the pre-tax IRR is 326%.
1.2.15 SENSITIVITY ANALYSIS
Project risks can be identified in both economic and non-economic terms. Key economic risks were examined by running cash flow sensitivities:
● | Silver price; |
● | Silver recovery; |
● | Exchange rate; |
● | Silver head grade; |
● | Operating costs; and |
● | Capital costs. |
After-tax NPV and IRR sensitivity over the base case has been calculated for a range of variations. The after-tax sensitivities are shown in Table 1-9. The after-tax sensitivities are shown in Table 1-1, Figure 1-5, and Figure 1-6.
From both NPV and IRR analysis, project value is most sensitive to Ag head grade and Ag recovery. For ±10% variance in Ag head grade, project NPV can vary by ±26%. For ±10% variance in Ag recovery, project NPV can vary by ±25%. With the historical data from Alexco on mill performance, there is sufficient confidence in the recovery estimation. It is recognized that the various mill feed ore sources considered in this evaluation (from different properties) represent slight variances in mineral composition, however this does not constitute major risk in terms of silver recovery or project cashflows.
Project value is also sensitive to silver price, a ±10% variance in silver price resulted in a ±24% variance in NPV.
54 |
Table 1-9 After-Tax Results of Sensitivity Analysis
|
| |
| 5% NPV |
| |
| |
Project Variables | | Factors (%) | | ($M) | | IRR (%) |
| |
|
| (30) | % | $ | 27 |
| 29 | % |
|
| (20) | % | $ | 77 |
| 83 | % |
|
| (10) | % | $ | 117 |
| 164 | % |
Silver Price (US$/oz) |
| — | % | $ | 154 |
| 295 | % |
|
| 10 | % | $ | 191 |
| 509 | % |
|
| 20 | % | $ | 228 |
| 879 | % |
|
| 30 | % | $ | 265 |
| 1,549 | % |
|
| (30) | % | $ | 25 |
| 28 | % |
|
| (20) | % | $ | 75 |
| 85 | % |
|
| (10) | % | $ | 116 |
| 168 | % |
Silver Recovery (%) |
| — | % | $ | 154 |
| 295 | % |
|
| 10 | % | $ | 192 |
| 489 | % |
|
| 20 | % | $ | 230 |
| 792 | % |
|
| 30 | % | $ | 267 |
| 1,281 | % |
|
| (30) | % | $ | 18 |
| 22 | % |
|
| (20) | % | $ | 72 |
| 78 | % |
|
| (10) | % | $ | 114 |
| 160 | % |
Silver Head Grade (g/t) |
| — | % | $ | 154 |
| 295 | % |
|
| 10 | % | $ | 194 |
| 519 | % |
|
| 20 | % | $ | 234 |
| 912 | % |
|
| 30 | % | $ | 273 |
| 1,646 | % |
|
| (30) | % | $ | 225 |
| 720 | % |
|
| (20) | % | $ | 202 |
| 525 | % |
|
| (10) | % | $ | 178 |
| 391 | % |
Operating Cost ($'000) |
| — | % | $ | 154 |
| 295 | % |
|
| 10 | % | $ | 131 |
| 221 | % |
|
| 20 | % | $ | 107 |
| 165 | % |
|
| 30 | % | $ | 83 |
| 122 | % |
|
| (30) | % | $ | 182 |
| 661 | % |
|
| (20) | % | $ | 173 |
| 488 | % |
|
| (10) | % | $ | 164 |
| 374 | % |
Capital Cost ($'000) |
| — | % | $ | 154 |
| 295 | % |
|
| 10 | % | $ | 145 |
| 237 | % |
|
| 20 | % | $ | 135 |
| 194 | % |
|
| 30 | % | $ | 126 |
| 160 | % |
55 |
Figure 1-6 After-Tax IRR Sensitivity
Amongst the selected parameters, project value is least sensitive to capital cost. The result is reflective of the low project capital requirements, leveraging the existing development and infrastructure.
1.3 RECOMMENDATIONS
The authors provide the following recommendations, the majority of which are opportunities to improve the level of detail for the next stage of project study:
● | The QP’s from Mining Plus and SRK consider that there is an opportunity to extend the mine life via an update of the Mineral Resources. Additional drilling and sampling may enable the in situ remaining Resources (net of Reserves) to be converted to Reserves; |
● | The QPs from Tetra Tech consider that more detailed metallurgical predictions of production could be achieved with additional variability locked cycle testing of different blends (that is, of ore from different mines) according to the LOM production plan. There may be an opportunity to improve concentrate grades with further testing; |
● | During the first year of operation, it is recommended that the Company conduct campaigns of higher plant throughout above the 400 tpd to identify potential bottlenecks and requirements for mill modifications to achieve 550 tpd throughput; |
● | Additional work on the geomechanics is recommended at a feasibility level including verification of the geotechnical conditions of the LQ and BK, and 3D inelastic modeling to confirm stope geometry stability and extraction sequence. It is recommended that geotechnical mapping and estimation of Q values, along with collection of excavation performance should commence once development begins; and, |
● | The QP from Mining Plus recommends that due to the multiple orebodies to be mined, along with their varying grade, that a comprehensive global optimization process be done. This should consider timing of Lucky Queen orebody development as well as the timing of increasing the mill capacity. |
57 |
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Alexco Resource Corp. (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 International Financial Reporting Standards as issued by the International Accounting Standards Board. It includes those policies and procedures that:
(i) | pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, the transactions related to acquisitions and dispositions of Alexco’s assets; |
(ii) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with International Financial Reporting Standards, and that Alexco receipts and expenditures are made only in accordance with authorizations of management and Alexco’s directors; and |
(iii) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Alexco assets that could have a material effect on Alexco’s financial statements. |
Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The effectiveness of Alexco’s internal control over financial reporting as at December 31, 2021 has been audited by PricewaterhouseCoopers LLP, Alexco’s independent registered public accounting firm.
Management assessed the effectiveness of Alexco’s internal control over financial reporting as at December 31, 2021, 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, 2021.
“Clynton R. Nauman” (signed) |
| “Michael Clark” (signed) |
|
Clynton R. Nauman Chairman and Chief Executive Officer March 21, 2022 | Michael Clark Chief Financial Officer |
2
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, 2021 and 2020, and the related consolidated statements of loss and comprehensive loss, cash flows and shareholders’ equity for the years then ended, including the related notes (collectively referred to as the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2021, 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, 2021 and 2020, and its financial performance and its cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, 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.
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
3
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.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Valuation of the embedded derivative asset
As described in Notes 3, 5, 9 and 20 to the consolidated financial statements, the Wheaton Precious Metals (Wheaton) Silver Purchase Agreement (SPA) includes a variable production payment resulting in an embedded derivative asset that is recorded at its fair value at each reporting period. The embedded derivative asset was revalued on December 31, 2021 at $22.8 million, resulting in a fair value adjustment of $9.5 million included in net income (loss). The valuation of the embedded derivative asset required management to make estimates and judgments. Management determined the fair value of the embedded derivative asset based on the discounted future cash flows using a probability-based dynamic valuation model. The significant assumptions used by management to value the embedded derivative asset were the Company’s credit spread, Wheaton’s credit spread, the risk-free yield curve, the silver price forward curve, historical silver price volatility, mineral reserves and resources and the production profile. Management estimates the production profile and mineral reserves and resources based on information compiled and reviewed by management’s experts.
The principal considerations for our determination that performing procedures relating to the valuation of the embedded derivative asset is a critical audit matter are (i) the significant judgments by management to determine the fair value of the embedded derivative asset, which included significant assumptions related to the Company’s credit spread, Wheaton’s credit spread, the risk-free yield curve, the silver price forward curve, historical silver price volatility, mineral reserves and resources and the production profile; (ii) management’s experts compiled and reviewed information used to estimate the production profile and mineral reserves and resources; (iii) a high degree of auditor subjectivity and judgment to evaluate the audit evidence obtained related to the significant assumptions used in the valuation; and (iv) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the determination of the fair value of the embedded derivative asset. These procedures also included, among others, (i) the involvement of professionals with specialized skill and knowledge to assist in developing an independent
4
range of possible valuations for the embedded derivative asset based on independent assumptions of the Company’s credit spread, Wheaton’s credit spread, the risk-free yield curve, the silver price forward curve and historical silver price volatility obtained from external market data and (ii) comparing the independent estimate to management’s estimate to evaluate the reasonableness of management’s estimate. Developing the independent estimate also involved evaluating management’s assumptions related to the production profile and mineral reserves and resources. The work of management’s experts was used in performing the procedures to evaluate the reasonableness of the production profile and mineral reserves and resources. As a basis for using this work, the experts’ qualifications were understood and the Company’s relationship with the experts was assessed. The procedures performed also included evaluation of the methods and assumptions used by the experts, tests of the data used by the experts and an evaluation of the experts’ findings.
/s/PricewaterhouseCoopers LLP | |
Chartered Professional Accountants | |
Vancouver, Canada | |
March 21, 2022 | |
We have served as the Company’s auditor since 2005. |
5
ALEXCO RESOURCE CORP.
CONSOLIDATED BALANCE SHEETS
(expressed in thousands of Canadian dollars)
December 31 | December 31 | |||||||
| Note |
| 2021 |
| 2020 | |||
ASSETS | ||||||||
Current Assets |
|
|
|
|
|
| ||
Cash and cash equivalents |
| $ | 9,933 | $ | 23,742 | |||
Accounts and other receivables |
|
| 3,073 |
| 1,883 | |||
Inventories |
| 7 |
| 2,076 |
| 4,243 | ||
Prepaid expenses and other | 1,171 | 1,114 | ||||||
Promissory note receivable | 1,250 | — | ||||||
Embedded derivative asset |
| 9 |
| 2,752 |
| — | ||
|
|
| 20,255 |
| 30,982 | |||
|
|
|
|
|
| |||
Non-Current Assets |
|
|
|
|
|
| ||
Restricted cash and deposits |
|
| 2,990 |
| 2,932 | |||
Promissory note receivable | — | 1,250 | ||||||
Investments |
| 6 |
| 24 |
| 4,241 | ||
Mineral properties, plant and equipment |
| 8 |
| 167,077 |
| 119,188 | ||
Embedded derivative asset |
| 9 |
| 20,016 |
| 13,074 | ||
|
|
|
|
| ||||
Total Assets |
|
| $ | 210,362 | $ | 171,667 | ||
|
|
|
|
|
| |||
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
| ||
|
|
|
|
|
| |||
Current Liabilities |
|
|
|
|
|
| ||
Accounts payable and accrued liabilities |
| 10 | $ | 13,058 | $ | 12,311 | ||
Lease liabilities | 11 | 3,056 | 2,855 | |||||
Other current liabilities |
|
|
| 709 |
| 220 | ||
|
|
| 16,823 |
| 15,386 | |||
Non-Current Liabilities |
|
|
|
|
|
| ||
Lease liabilities | 11 | 2,475 | 4,407 | |||||
Decommissioning and rehabilitation provision |
| 13 |
| 4,962 |
| 6,542 | ||
|
|
|
|
|
| |||
Total Liabilities |
|
|
| 24,260 |
| 26,335 | ||
|
|
|
|
| ||||
Shareholders’ Equity |
|
|
| 186,102 |
| 145,332 | ||
|
|
|
|
|
| |||
Total Liabilities and Shareholders’ Equity |
|
| $ | 210,362 | $ | 171,667 |
APPROVED ON BEHALF OF
THE BOARD OF DIRECTORS
“Terry Krepiakevich” |
| “Elaine Sanders” |
|
|
|
|
|
(signed) |
| (signed) |
|
|
|
|
|
Director |
| Director |
|
The accompanying notes are an integral part of the consolidated financial statements
6
ALEXCO RESOURCE CORP.
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(expressed in thousands of Canadian dollars, except per share and share amounts)
For the years ended December 31 | ||||||||
| Note |
| 2021 |
| 2020 | |||
| ||||||||
Revenues |
|
|
|
|
|
| ||
Mining operations | 15 | $ | 19,007 | $ | — | |||
Reclamation management |
|
| 2,495 |
| 2,866 | |||
Total revenues |
|
|
| 21,502 |
| 2,866 | ||
|
|
|
|
|
| |||
Cost of Sales |
|
|
|
|
|
| ||
Mining operations | 16 | 27,973 | — | |||||
Reclamation management |
|
|
| 1,975 |
| 3,300 | ||
Total cost of sales |
|
|
| 29,948 |
| 3,300 | ||
Gross Profit (Loss) |
|
|
|
|
|
| ||
Mining operations | (8,966) | — | ||||||
Reclamation management |
|
|
| 520 |
| (434) | ||
Total Gross Loss |
|
|
| (8,446) |
| (434) | ||
Expenses |
|
|
|
|
|
| ||
General and administrative expenses |
| 17 |
| 10,487 |
| 9,615 | ||
Write-down of inventories | 488 | 2,773 | ||||||
Mine site maintenance |
|
| — |
| 9,511 | |||
|
|
| 10,975 |
| 21,899 | |||
Operating Loss |
|
|
| (19,421) |
| (22,333) | ||
|
|
|
|
|
| |||
Other Income (Expenses) |
|
|
|
|
|
| ||
Gain (loss) on embedded derivative asset |
| 9, 20 |
| 9,459 |
| (21,728) | ||
Gain on sale of net smelter return royalty |
| 18 |
| 4,500 |
| — | ||
Other expenses |
|
| (380) |
| (26) | |||
Loss Before Taxes |
|
|
| (5,842) |
| (44,087) | ||
|
|
|
|
|
| |||
Income Tax Recovery |
|
|
|
|
|
| ||
Deferred |
| 19 |
| 2,696 |
| 5,517 | ||
Net Loss from Continuing Operations |
|
|
| (3,146) |
| (38,570) | ||
|
|
|
|
|
| |||
Discontinued Operations | ||||||||
Income net of tax from discontinued operations | — | 7,336 | ||||||
Net Loss | (3,146) | (31,234) | ||||||
Other Comprehensive Income |
|
|
|
|
|
| ||
Gain on FVTOCI investments, net of tax |
|
|
| 62 |
| 2,020 | ||
|
|
|
|
|
| |||
Total Comprehensive Loss |
|
| $ | (3,084) | $ | (29,214) | ||
|
|
|
|
|
| |||
Basic and diluted loss per |
|
| $ | (0.02) | $ | (0.24) | ||
|
|
|
|
|
| |||
Weighted average number of common |
|
|
| 146,773,021 |
| 129,551,797 |
The accompanying notes are an integral part of the consolidated financial statements
7
ALEXCO RESOURCE CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(expressed in thousands of Canadian dollars)
| For the years ended December 31 | |||||
| 2021 |
| 2020 | |||
| ||||||
Cash flows used in operating activities |
|
|
|
| ||
Net loss from continuing operations | $ | (3,146) | $ | (38,570) | ||
Items not affecting cash from operations: |
|
|
|
| ||
Reclamation management contract loss provision |
| (201) |
| 122 | ||
Depreciation and depletion of mineral properties, plant and equipment |
| 6,013 |
| 1,566 | ||
Share-based compensation expense |
| 3,888 |
| 3,739 | ||
Finance costs, foreign exchange and other |
| 506 |
| 523 | ||
Fair value adjustment on embedded derivative asset | (9,459) | 21,728 | ||||
Unrealized gain on investments |
| (10) |
| (169) | ||
Gain on sale of net smelter return royalty | (4,500) | — | ||||
Write-down of inventory |
| 488 |
| 2,773 | ||
Deferred income tax recovery |
| (2,696) |
| (5,517) | ||
Portion of embedded derivative asset settled | (235) | — | ||||
Changes in non-cash working capital balances related to operations |
|
| ||||
Accounts and other receivables |
| (1,250) |
| (2,720) | ||
Inventories |
| 1,390 |
| (1,247) | ||
Prepaid expenses and other assets |
| (57) |
| (1,278) | ||
Deferred revenue |
| (16) |
| (90) | ||
Accounts payable, lease and accrued liabilities | 213 | 3,020 | ||||
Cash used in operating activities from continuing operations |
| (9,072) |
| (16,120) | ||
Cash from operating activities from discontinued operations |
| — |
| 417 | ||
Cash used in operating activities |
| (9,072) |
| (15,703) | ||
Cash flows used in investing activities |
|
|
|
| ||
Expenditures on mineral properties, plant and equipment |
| (51,702) |
| (16,974) | ||
Proceeds from sale (purchase) of investments |
| 4,289 |
| (238) | ||
Change in restricted cash |
| — |
| (216) | ||
Interest received |
| 59 |
| — | ||
Proceeds from sale of net smelter return royalty | 4,500 | — | ||||
Proceeds from sale of discontinued operations |
| — |
| 12,100 | ||
Cash used in investing activities from continuing operations | (42,854) | (5,328) | ||||
Cash used in investing activities from discontinued operations |
| — |
| (40) | ||
Cash used in investing activities |
| (42,854) |
| (5,368) | ||
|
|
|
| |||
Cash flows from financing activities |
|
|
|
| ||
Proceeds from issuance of shares |
| 40,452 |
| 38,640 | ||
Issuance costs |
| (2,496) |
| (2,554) | ||
Repayment of lease liabilities | (3,604) | (1,224) | ||||
Proceeds from exercise of stock options |
| 3,765 |
| 2,813 | ||
Cash from financing activities from continuing operations | 38,117 | 37,675 | ||||
Cash used in financing activities from discontinued operations |
| — |
| (40) | ||
Cash from financing activities |
| 38,117 |
| 37,635 | ||
|
|
|
| |||
Increase (decrease) in Cash and Cash Equivalents |
| (13,809) |
| 16,564 | ||
Change of Cash of Discontinued Operations |
| — |
| 337 | ||
Cash and Cash Equivalents - Beginning of Year |
| 23,742 |
| 6,841 | ||
Cash and Cash Equivalents - End of Year | $ | 9,933 | $ | 23,742 |
Supplemental cash flow information (Note 22)
The accompanying notes are an integral part of the consolidated financial statements
8
ALEXCO RESOURCE CORP.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(expressed in thousands of Canadian dollars)
|
|
|
|
| Share |
|
|
|
| ||||||||||||||
| Common Shares | Options, | Accumulated Other | ||||||||||||||||||||
Number of | DSU's and | Contributed | Accumulated | Comprehensive | |||||||||||||||||||
| Shares |
| Amount |
| Warrants |
| RSU’s |
| Surplus |
| Deficit |
| Income (Loss) |
| Total | ||||||||
| |||||||||||||||||||||||
Balance - December 31, 2020 |
| 137,492,168 | $ | 270,431 | $ | 6,360 | $ | 10,401 | $ | 19,349 | $ | (161,947) | $ | 738 | $ | 145,332 | |||||||
Net loss |
| — |
| — |
| — |
| — |
| — |
| (3,146) |
| — |
| (3,146) | |||||||
Other comprehensive income |
| — |
| — |
| — |
| — |
| — |
| — |
| 62 |
| 62 | |||||||
Share-based compensation expense recognized |
| — |
| — |
| — |
| 4,820 |
| — |
| — |
| — |
| 4,820 | |||||||
Equity Offering, net of issuance costs | 10,919,220 | 37,955 | — | — | — | — | — | 37,955 | |||||||||||||||
Flow-through share premium |
| — |
| (2,686) |
| — |
| — |
| — |
| — |
| — |
| (2,686) | |||||||
Exercise of share options |
| 2,272,431 |
| 5,696 |
| — |
| (1,931) |
| — |
| — |
| — |
| 3,765 | |||||||
Share options forfeited or expired |
| — |
| — |
| — |
| (383) |
| 383 |
| — |
| — |
| — | |||||||
Release of RSU/DSU settlement shares |
| 873,726 |
| 1,742 |
| — |
| (1,742) |
| — |
| — |
| — |
| — | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Balance - December 31, 2021 |
| 151,557,545 | $ | 313,138 | $ | 6,360 | $ | 11,165 | $ | 19,732 | $ | (165,093) | $ | 800 | $ | 186,102 | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Balance - December 31, 2019 |
| 119,150,667 | $ | 229,112 | $ | 1,560 | $ | 8,645 | $ | 19,348 | $ | (130,713) | $ | (1,282) | $ | 126,670 | |||||||
Net loss |
| — |
| — |
| — |
| — |
| — |
| (31,234) |
| — |
| (31,234) | |||||||
Other comprehensive income |
| — |
| — |
| — |
| — |
| — |
| — |
| 2,020 |
| 2,020 | |||||||
Share-based compensation expense recognized |
| — |
| — |
| — |
| 4,172 |
| — |
| — |
| — |
| 4,172 | |||||||
Wheaton warrants | — | — | 4,800 | — | — | — | — | 4,800 | |||||||||||||||
Equity Offering, net of issuance costs |
| 15,656,675 |
| 36,090 |
| — |
| — |
| — |
| — |
| — |
| 36,090 | |||||||
Exercise of share options |
| 2,217,499 |
| 4,254 |
| — |
| (1,440) |
| — |
| — |
| — |
| 2,814 | |||||||
Exercise of warrants |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | |||||||
Share options forfeited or expired |
| — |
| — |
| — |
| (1) |
| 1 |
| — |
| — |
| — | |||||||
Release of RSU/DSU settlement shares |
| 467,327 |
| 975 |
| — |
| (975) |
| — |
| — |
| — |
| — | |||||||
Balance - December 31, 2020 |
| 137,492,168 | $ | 270,431 | $ | 6,360 | $ | 10,401 | $ | 19,349 | $ | (161,947) | $ | 738 | $ | 145,332 |
The accompanying notes are an integral part of the consolidated financial statements
9
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)
1. DESCRIPTION OF BUSINESS, NATURE OF OPERATIONS, AND COVID-19 IMPACTS
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 is principally engaged in the exploration, development, and operation of mineral resource properties. The Corporation's mineral resource properties are located in the Keno Hill Silver District in the Yukon Territory of Canada.
Alexco is a public company which is listed on the Toronto Stock Exchange and the NYSE American Stock Exchange (under the symbol AXU). The Corporation’s corporate head office is located at Suite 1225, Two Bentall Centre, 555 Burrard Street, Box 216, Vancouver, BC, Canada, V7X 1M9.
In March 2020, the World Health Organization declared a global pandemic related to COVID-19. The impacts on global commerce have been far-reaching. There is significant ongoing uncertainty surrounding COVID-19 related to COVID-19 cases at Keno Hill, government mandated workplace and travel restrictions, supply chain interruptions, and recruitment of underground miners and maintenance technicians. In December 2021, the Corporation experienced a rise in COVID-19 cases at Keno Hill. The Corporation’s COVID-19 response required mandatory self-isolation for affected employees and contractors as dictated by government health protocols, which resulted in reduced workforce availability, significantly reduced production and slower development advancement activity in December 2021. The Corporation notes that COVID-19 pandemic risk remains a risk to continued ramp-up and production activities at Keno Hill.
2. BASIS OF PREPARATION AND STATEMENT OF COMPLIANCE
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS") and were approved for issue by the Board of Directors on March 21, 2022.
These consolidated financial statements have been prepared under the historical cost method, except for those assets and liabilities that are measured at revalued amounts or fair values at the end of each reporting period. 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. (“AKHM”), Elsa Reclamation & Development Company Ltd. (“ERDC”), and Alexco Exploration Canada Corp. (“AECC”). All significant inter-company transactions, balances, income and expenses are eliminated on consolidation.
10
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(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 on the surface and underground, 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, materials and supplies, production-related overheads, depreciation of production-related plant and equipment and depletion of related mineral properties. Net realizable value is calculated as the estimated price at the time of sale based on prevailing and future metal prices less estimated future production costs to convert the inventories into saleable form and estimated costs to sell. Materials and supplies are valued at the lower of weighted average cost, based on landed cost of purchase, and net realizable value, net of a provision for obsolescence where applicable.
Any write-downs of inventories to net realizable value are recorded within the statement of loss. If there is a subsequent increase in the value of inventories, the previous write-downs to net realizable value are reversed to cost to the extent that the related inventories have not been sold.
(d) Mineral Properties, Plant and Equipment
Mineral properties
Mineral properties are recorded at cost on a property-by-property basis. The recorded cost of mineral 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 reserves where such costs are expected to provide a long-term economic benefit.
Depletion of mining properties is calculated on the units-of-production basis using estimated mine plan reserves, such reserves being those defined in the mine plan on which the applicable mining activity is based. The mine plan reserves 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.
Construction in progress
Construction in progress includes mineral properties, plant and equipment in the course of construction for the Corporation’s own use. Costs recorded for assets under construction are capitalized as construction in progress. On completion, the cost of construction is transferred to the appropriate category of mineral properties, plant and equipment. No depreciation is recorded until the assets are substantially complete and available for their intended use.
Plant and equipment
Plant and equipment are stated at historical cost less accumulated depreciation and accumulated impairment. The cost capitalized is determined by the purchase price or construction costs, 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
11
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)
and maintenance expenditures are charged to operations, while major improvements and replacements which extend the useful life of an asset are capitalized.
Depreciation of plant and equipment is calculated using the following methods:
Heavy machinery and equipment | 5 years straight-line |
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 | Estimated life of mine |
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.
Right of use (“ROU”) assets
ROU assets are initially recorded at cost, which comprises the initial amount of the lease liability and any initial direct costs incurred less any lease payments made at or before the initial recognition date. ROU assets are depreciated on a straight-line basis over the estimated useful life of the asset if the Corporation expects to take ownership of the asset at the end of the lease term, or over the lease term if the Corporation does not expect to take ownership of the asset at the end of the lease term. The lease term includes periods covered by an option to extend if the Corporation’s intention is to exercise that option. ROU assets are periodically reduced by impairment losses, if any, and adjusted for re-measurements of the lease obligation.
Exploration and evaluation properties
The Corporation capitalizes exploration and evaluation expenses at cost for expenditures incurred after it has obtained legal rights to explore a specific area and before technical feasibility and commercial viability of extracting mineral resources are demonstrable.
All direct and indirect costs relating to the exploration of specific properties with the objective of locating, defining and delineating the resource potential of the mineral interests on specific properties are capitalized as exploration and evaluation assets, net of any directly attributable recoveries recognized, such as exploration or investment tax credits.
The Corporation has elected to follow a policy of applying the consideration received from the silver streaming arrangement with Wheaton Precious Metals Corp. (“Wheaton”) explained further in Note 9 as a credit to the carrying value of the exploration and evaluation properties. Accordingly, the consideration received has been applied as an offset against the mineral interest asset.
Exploration and evaluation assets are evaluated and may be classified as mineral properties upon achieving technical feasibility and determination of commercial viability. Upon reclassification, the assets are tested for impairment.
(e) Impairment
The carrying amounts of mineral properties, plant and equipment and exploration and evaluation properties are reviewed and evaluated for indications of impairment. If any such indication exists, an estimate of the recoverable amount is undertaken. If the recoverable amount is less than the carrying amount of the asset, an impairment loss is recognized and the asset is written down to recoverable value.
12
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)
The recoverable amount is the higher of an asset’s “fair value less cost of disposal” and “value-in-use”. Where the asset does not generate cash flows that are independent from other assets, the recoverable amount of the cash-generating unit (“CGU”) to which the asset belongs is determined, with a CGU being the smallest identifiable group of assets and liabilities that generate cash inflows independent from other assets. Exploration and evaluation assets are each separately assessed for impairment, and are not allocated by the Corporation to a CGU for impairment assessment purposes. “Fair value less cost of disposal” is determined as the amount that would be obtained from the sale of the asset or CGU in an arm’s length transaction between knowledgeable and willing parties. In assessing “value-in-use”, the future cash flows expected to arise from the continuing use of the asset or CGU in its present form are estimated using assumptions that an independent market participant would consider appropriate, and are then discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset or CGU.
Where conditions that gave rise to a recognized impairment loss are subsequently reversed, the amount of such reversal is recognized into earnings immediately, though is limited such that the revised carrying amount of the asset or CGU does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset or CGU.
(f) Lease liabilities
The lease liability is measured at the present value of the expected lease payments over the lease term, discounted at the implicit rate in the lease; if the rate cannot be determined, the incremental borrowing rate of the asset or asset grouping is used. The lease liability is increased for the passage of time and payments on the lease are offset against the lease liability. The liability is subsequently re-measured when there is a change in the lease agreement, such as a change in future lease payments or if the Corporation decides to purchase, extend or terminate the lease option. When the lease liability is re-measured, an adjustment is applied to the carrying value of the ROU asset.
(g) 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.
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 mineral properties, plant and equipment, 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.
13
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)
(h) Revenue Recognition
The Corporation's sources of mining operations revenue are from the sale of concentrate and from the provision of extraction services. Revenue relating to the sale of concentrate and extraction services is recognized when control of the concentrate is transferred to the customer in an amount that reflects the consideration the Corporation expects to receive. In determining whether the Corporation has satisfied a performance obligation, it considers the indicators of the transfer of control, which include, but are not limited to, whether: it has a present right to payment; it has transferred physical possession of the asset to the customer; the customer has the significant risks and rewards of ownership of the asset; and the customer has legal title to the asset. The Corporation's performance obligations relate primarily to the delivery of concentrate to its Offtaker and delivery of silver under the silver purchase agreement ("SPA") with Wheaton Precious Metals Corp. ("Wheaton").
Revenue from sale of concentrate under the Corporation's offtake agreement is recognized at the point when control is transferred to the Offtaker, typically when the concentrate is loaded for transport. The initial sales price is based on the forward market price when the concentrate is loaded. The final sales price is subject to average metals prices during a quotational period, typically one or three months after the date of the concentrate's arrival at the smelter. When the concentrate is loaded for transport, the Corporation prepares a provisional invoice for 90%of the value of the shipment. Once the quotational period has ended and final weights, assays and settlement prices are known, the Corporation prepares a final invoice for the remaining value of the shipment. If the quotational period for a shipment has not ended prior to period end, the trade receivable is remeasured to fair value by reference to forward market prices with the impact of changes in the forward market prices recognized as a gain or loss presented as a component of revenue on the statement of income or loss. Revenue from the sale of concentrate is recorded net of transportation, treatment and refining charges.
Upon entering into the silver purchase agreement with Wheaton, it was determined that the contract was a partial sale of a mineral interest and a related contract to provide extraction services. Revenue from extraction services is recognized at the point when concentrate has been delivered to the Offtaker, which occurs when the concentrate is loaded for transport. Revenue from extraction services is recognized using a transaction price of US$3.90 per ounce, which is considered the stand-alone selling price of those services at the inception of the contract. The actual cash payment received from Wheaton, which differs from the extraction services revenue recognized, is determined using a payment formula, which is dependent on the spot price of silver at time of delivery and Alexco's stage in the production period as defined in the Wheaton SPA. The difference between the actual cash payment received and the extraction services revenue recognized represents the portion of the embedded derivative asset that is settled.
Revenue from the sale of concentrate, revenue from extraction services, and changes in fair value of provisionally priced trade receivables are presented as mining operations revenue on the statement of income (loss).
Revenue from reclamation management through ERDC is recognized upon the transfer of promised services or goods based on the output appropriate to the particular service contract and when a customer has the ability to direct the use and obtain the benefits from the service or good. The Corporation identifies the performance obligations in the contract, and the obligations are measured by reference to the transaction price. The transaction price is established in the agreement as either a fixed price or rate per hour. If the contract has multiple performance obligations, the Corporation will assign the transaction price to the various performance obligations.
14
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)
(i) Share-Based Compensation
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 and deferred share units, the grant-date fair value is determined by reference to the share price of the Corporation at the date of grant. Where share-based compensation awards are subject to vesting, each vesting tranche is considered a separate award with its own vesting period and grant-date fair value. Share-based compensation expense is recognized over the tranche’s vesting period by a charge to earnings, based on the number of awards expected to vest.
(j) Flow-Through Shares
The proceeds from the offering of flow-through shares are allocated between the shares and the sale of tax benefits when the shares are offered. The allocation is made based on the difference between the market value of the shares and the amount the investors pay for the flow ‐through shares. A liability is recognized for the premium paid by the investors above the share price for each unit. This is subsequently recognized in the results of operations in the period the eligible exploration expenditures are incurred.
(k) Warrants
The Corporation issues common share purchase warrants which are recorded based on the estimated fair value at the issue date. Fair value is measured using the Black-Scholes option pricing model.
(l) 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.
15
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)
(m) 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 functional currency of all entities in the Corporation group is the Canadian dollar, which is also the Corporation's presentation currency.
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuations where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated statements of loss and comprehensive loss for the year.
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.
(n) 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.
(o) Financial Instruments
Financial assets and financial liabilities, including derivative instruments, are initially recognized at fair value on the balance sheet when the Corporation becomes a party to the relevant contractual provisions. Measurement in subsequent periods depends on the financial instrument’s classification.
The Corporation classifies the financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), fair value through other comprehensive income (“FVTOCI”) or at amortized cost.
(i) Classification
The Corporation determines the classification of financial instruments at initial recognition.
Financial assets
a) | Debt - The classification of debt instruments is driven by the Corporation’s business model for managing the financial assets and the relevant contractual cash flow characteristics. A debt instrument is measured at amortized cost if the objective of the business model is to hold the debt instrument for the collection of contractual cash flows, and the asset’s contractual cash flows are comprised solely of payments of principal and interest. |
16
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)
b) | Equity - On the day of acquisition the Corporation makes an irrevocable election (on an instrument-by- instrument basis) to designate them as at FVTOCI. Investments in common shares are held for long term strategic purposes and not for trading. Our equity investments are designated as FVTOCI in order to provide a more meaningful presentation based on management’s intention, rather than reflecting changes in fair value in net income. |
Financial liabilities
Financial liabilities are measured at amortized cost; unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or the Corporation has opted to measure at FVTPL.
(ii) Measurement
Financial assets and liabilities at FVTPL
Financial assets and liabilities at FVTPL are initially recognized at fair value and transaction costs are expensed in the consolidated statement of loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets or liabilities held at FVTPL are included in the consolidated statement of loss in the period in which they occur. Where the Corporation has opted to designate a financial liability at FVTPL, any changes associated with our own credit risk will be recognized in Other Comprehensive Income (“OCI”).
Financial assets at FVTOCI
Investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently, the investments are measured at fair value, with gains and losses arising from changes from initial recognition recognized in OCI.
Financial assets and liabilities at amortized cost
Financial assets and liabilities at amortized cost are initially recognized at fair value net of transaction costs, and subsequently amortized using the effective interest rate method.
Derivative financial instruments
Derivatives are classified as FVTPL.
Derivatives embedded in financial liabilities are treated as separate derivatives when their risks and characteristics are not closely related to the host contracts. The classification approach described above is applied to all financial assets, including those that contain embedded derivatives, without the need to separate the embedded derivative from the host contract.
(iii) Impairment of financial assets
Impairment of financial assets at amortized cost
The Corporation recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost.
17
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)
The Corporation is applying the simplified method for trade receivables and is calculating expected credit losses at an amount equal to the lifetime expected credit loss.
Impairment losses on financial assets carried at amortized cost are reversed in subsequent periods if the expected credit losses are reversed after the impairment was recognized.
(iv) Derecognition
Derecognition of financial assets and liabilities
Financial assets are derecognized when the investments mature or are sold, and substantially all the risks and rewards of ownership have been transferred. A financial liability is derecognized when the obligation under the liability is discharged, canceled or expired. Gains and losses on derecognition are recognized within other income (expenses). Gains or losses on equity financial assets designated as FVTOCI remain within accumulated OCI.
(v) Fair value of financial instruments
The fair values of quoted investments in an active market are based on current prices. If there is no active market with a quoted price for a financial asset, the Corporation establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and option pricing models refined to reflect the financial asset’s specific circumstances.
(p) Fair Value Measurement
Where fair value is used to measure assets and liabilities in preparing these financial statements, it is estimated at the price at which an orderly transaction to sell the asset or to transfer the liability would take place between market participants at the measurement date under current market conditions. Fair values are determined from the lowest level significant inputs that are classified within the fair value hierarchy defined under IFRS as follows:
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
Level 3 – Inputs for the asset or liability that are unobservable
18
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)
4. NEW ACCOUNTING STANDARDS
Property, Plant and Equipment — Proceeds before Intended Use
On January 1, 2021, the Corporation early adopted IAS 16, Property, Plant and Equipment: Proceeds before Intended Use, retrospectively to January 1, 2020. The amended standard prohibits deducting from the cost of mineral properties, plant and equipment amounts received from selling items produced while preparing the asset for its intended use. With the adoption of the amended standard, proceeds from sales of concentrate and related costs while bringing the mine in a condition necessary for it to be capable of operating in the manner intended by management are recognized in profit or loss in accordance with applicable standards. The Corporation measures the cost of the concentrate sold applying the measurement requirements of IAS 2. There was no impact of this adoption on the comparative figures presented for the year ended December 31, 2020.
LIBOR settings are currently scheduled to cease publication after June 30, 2023. The Corporation and the Offtaker will use an agreed industry standard alternative benchmark interest rate and expect to transition to the alternative rate as widespread market practice is established (Note 12).
There are no other IFRS’s or International Financial Reporting Interpretations Committee interpretations that are not yet effective or early adopted 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.
The most significant judgments in the application of policy in preparing the Corporation’s financial statements are described as follows:
● | Impairment and impairment reversals of mineral properties, plant and equipment |
The Corporation reviews and evaluates the carrying value of each of its mineral properties, plant and equipment 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 mineral properties, plant and equipment.
At December 31, 2021, management assessed potential indicators of impairment and impairment reversals on the Corporation’s exploration and evaluation assets and the Keno Hill CGU and has concluded that no impairment or impairment reversal indicators exist as of December 31, 2021. See discussion of impairment assessment of the Bellekeno mineral property in Note 8.
● | Mineral properties - silver stream arrangement |
19
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)
Upon entering into a long-term streaming arrangement linked to production at Keno Hill, Management’s judgment was required in assessing the appropriate accounting treatment for the transaction on the closing date and in future periods. We considered the specific terms of the arrangement to determine whether we have disposed of an interest in the reserves and resources of the operation or executed some other form of arrangement. This assessment considers what the counterparty is entitled to and the associated risks and rewards attributable to them over the life of the operation. These include the contractual terms related to the total production over the life of the arrangement as compared to the expected production over the life of the mine, the percentage being sold, the percentage of payable metals produced, the commodity price referred to in the ongoing payment and any guarantee relating to the upfront payment if production ceases. Management concluded that the initial deposit and value associated with the subsequent amendments should be applied against the carrying value of the mineral interest.
The following discusses the accounting estimates that the Company has made in the preparation of the financial statements that could result in a material adjustment in the next twelve months on the carrying amounts of assets and liabilities:
● | Mineral reserves and resources |
The determination of the Corporation’s estimated mineral reserves and resources by appropriately qualified persons requires significant judgements regarding the interpretation of complex geological and engineering data including the size, depth, shape and nature of the deposit and anticipated plans for mining, as well as estimates of future commodity prices, foreign exchange rates, capital requirements and production costs. These mineral reserve and resource estimates are used in many determinations required to prepare the Corporation’s financial statements, including calculating depletion of mineral properties, measuring the fair value of the embedded derivative asset, determining the timing of expected activities relating to the decommissioning and rehabilitation provision, and estimating amounts of future taxable income in determining whether to record a deferred tax asset.
● | Decommissioning and rehabilitation provision |
Management’s determination of the Corporation’s decommissioning and rehabilitation provision is based on the reclamation and closure activities it anticipates as being required, the additional contingent mitigation measures it identifies as potentially being required and its assessment of the likelihood of such contingent measures being required, and its estimate of the probable costs and timing of such activities and measures. There is estimation uncertainty in determining such reclamation and closure activities and measures required and potentially required.
● | 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 9 for further details on the methods and assumptions associated with the measurement of the embedded derivative within the silver stream arrangement.
● | Valuation of inventories |
The measurement of inventories including the determination of their net realizable value, especially as it relates to ore in stockpiles and concentrate involves the use of estimates. Management makes estimates of forecast sales price, foreign exchange rates, recovery rates, grade, assumed contained metal, and production and
20
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)
selling costs. The determination of these estimates requires significant assumptions that may impact the stated value of our inventories (Note 7).
6. INVESTMENTS
During the year ended December 31, 2021, the Corporation sold its common shares in Banyan Gold Corp. for gross proceeds of $4,289,000 and recorded in other comprehensive income a cumulative gain of $3,380,000 since initial acquisition. As at December 31, 2021, the Corporation’s investments consisted of common shares in Granite Creek Copper Ltd, a publicly traded company on the TSX Venture Exchange.
7. INVENTORIES
|
| December 31 |
| December 31 | ||
2021 | 2020 | |||||
Ore in stockpiles | $ | 524 | $ | 2,317 | ||
Concentrate | 80 | 231 | ||||
Materials and supplies |
| 1,472 |
| 1,695 | ||
|
|
|
| |||
Total inventories | $ | 2,076 | $ | 4,243 |
During the year ended December 31, 2021, the Corporation recognized a write-down of $488,000 (2020 – $2,773,000) of ore in stockpiles and concentrate to their net realizable value.
8. MINERAL PROPERTIES, PLANT AND EQUIPMENT
|
|
|
| Exploration |
| ||||||||||
and | |||||||||||||||
Mineral | Plant and | Right of use | evaluation | ||||||||||||
Cost | properties | equipment(i) | assets |
| assets(ii) | Total | |||||||||
December 31, 2019 | $ | 100,073 | $ | 42,364 | $ | 1,883 | $ | 79,893 | $ | 224,213 | |||||
Additions |
| 17,488 |
| 6,341 |
| 8,272 |
| 737 |
| 32,838 | |||||
Disposals |
| — |
| (235) |
| — |
| — |
| (235) | |||||
Disposal of AEG |
| — |
| (2,639) |
| (276) |
| — |
| (2,915) | |||||
Amendment to Wheaton SPA |
| — |
| — |
| — |
| (14,835) |
| (14,835) | |||||
Change of estimate in decommissioning and rehabilitation provision |
| 159 |
| 147 |
| — |
| — |
| 306 | |||||
Transfers from exploration and evaluation assets to mineral properties(ii) | 51,127 | — |
| — |
| (51,127) | — | ||||||||
December 31, 2020 | $ | 168,847 | $ | 45,978 | $ | 9,879 | $ | 14,668 | $ | 239,372 | |||||
Accumulated Depreciation |
|
|
|
|
|
|
|
|
|
| |||||
December 31, 2019 | $ | 90,459 | $ | 27,666 | $ | 533 | $ | — | $ | 118,658 | |||||
Depreciation and depletion |
| 397 |
| 1,786 |
| 884 |
| — |
| 3,067 | |||||
Disposals |
| — |
| (117) |
| — |
| — |
| (117) | |||||
Disposal of AEG |
| — |
| (1,374) |
| (50) |
| — |
| (1,424) | |||||
December 31, 2020 | $ | 90,856 | $ | 27,961 | $ | 1,367 | $ | — | $ | 120,184 | |||||
Net Book Value |
|
|
|
|
|
|
|
|
|
| |||||
December 31, 2019 | $ | 9,614 | $ | 14,698 | $ | 1,350 | $ | 79,893 | $ | 105,555 | |||||
December 31, 2020 | $ | 77,991 | $ | 18,017 | $ | 8,512 | $ | 14,668 | $ | 119,188 |
21
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)
(i) | The total cost of plant and equipment as at December 31, 2020 includes construction in progress of $3,543,000. |
(ii) | On August 5, 2020, the Bermingham and Flame & Moth properties were determined to be technically feasible and commercially viable, and thus transitioned from exploration and evaluation assets under IFRS 6 to mineral properties under IAS 16. |
(i) | The total cost of plant and equipment as at December 31, 2021 includes construction in progress of $2,266,000. |
During the year ended December 31, 2021, the Corporation capitalized to mineral properties, plant and equipment depreciation and depletion of $2,258,000 (2020 – $923,000).
At December 31, 2021, Management assessed potential indicators of impairment and impairment reversals on the Bellekeno mineral property. As a result of the conclusion of ore mining at the Bellekeno mine, the Corporation conducted an impairment assessment on the Bellekeno mineral property. Management estimated the recoverable value of the property using an in-situ enterprise value calculation and determined that the carrying value was recoverable as at December 31, 2021.
(a)Keno Hill District Underlying Agreements
The Corporation’s mineral interest holdings in the Keno Hill District, located in Canada’s Yukon Territory, consist of a number of properties.
22
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)
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 (“UKHM”) in 2006 and are held by ERDC. As a condition of that purchase, a separate agreement was entered into between Alexco, ERDC, the Government of Canada and the Government of Yukon (the “Subsidiary Agreement”), under which the Government of Canada indemnified ERDC and Alexco from and against all liabilities arising directly or indirectly from the pre-existing environmental condition of the former UKHM mineral rights. The Subsidiary Agreement also provided that ERDC may bring any mine into production on the former UKHM mineral rights by designating a production unit from the mineral rights relevant to that purpose and then assuming responsibility for all costs of the production unit’s water related care and maintenance and water related components of closure reclamation.
Other Subsidiary Agreement terms unchanged by the amended and restated Subsidiary Agreement (“ARSA”) include that ERDC is required to pay into a separate reclamation trust a 1.5% net smelter return royalty, to an aggregate maximum of $4 million for all production units, from any future production from the former UKHM mineral rights, commencing once earnings from mining before interest, taxes and depreciation exceed actual exploration costs, to a maximum of $6.2 million, plus actual development and construction capital. That commencement threshold was achieved during the year ended December 31, 2013, and as at December 31, 2021 a total of $40,000 in such royalties had been paid. Additionally, a portion of any future proceeds from sales of the acquired UKHM assets must also be paid into the separate reclamation trust. 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.
As part of the ARSA, in 2006 the Corporation contributed $10,000,000 to a Trust which can be drawn upon to reimburse the Corporation for work performed under the ARSA, subject to approvals according to the contractual terms.
The ARSA can be terminated at ERDC’s election should a closure reclamation plan be prepared but not accepted and approved, and at the Government’s election should ERDC be declared in default under the ARSA. As at December 31, 2021, ERDC is in good standing under the terms and conditions of ARSA.
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%.
Option Agreement for McQuesten Property
Effective May 24, 2017, and as amended on July 8, 2019, the Corporation entered into an option agreement for Banyan Gold Corp. (“Banyan”) to buy up to 100% of Alexco’s McQuesten property. In three stages, Banyan may earn up to 100% of the McQuesten property, by incurring a minimum $2,600,000 in exploration expenditures (incurred), issue 1,600,000 shares (issued), pay in staged payments a total of $2,600,000 in cash or shares and grant Alexco a 6% net smelter return (“NSR”) royalty with buybacks totalling $7,000,000 to reduce to a 1% NSR royalty on gold and 3% NSR royalty on silver. As at December 31, 2021, Banyan has satisfied the first stage of the option agreement, earning 51% of the McQuesten property.
23
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)
9. EMBEDDED DERIVATIVE ASSET
December 31 | December 31 | |||||
| 2021 |
| 2020 | |||
| ||||||
Embedded derivative asset – Beginning of period | $ | 13,074 | $ | 15,160 | ||
Portion of embedded derivative asset settled |
| 235 |
| — | ||
Fair value adjustment |
| 9,459 |
| (21,728) | ||
Amendment to Wheaton SPA |
| — |
| 19,642 | ||
Embedded derivative asset – End of period | 22,768 | $ | 13,074 | |||
Less: current embedded derivative asset | 2,752 | — | ||||
Non-current embedded derivative asset | $ | 20,016 | $ | 13,074 |
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 sold by the Corporation from its Keno Hill 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 (the “Original Production Payment”). After the initial 40 year term of the SPA, the Corporation is required to refund the balance of any advance payments received and not yet notionally reduced through silver deliveries. The Corporation would also be required to refund the balance of advance payments received and not yet reduced if Wheaton exercised its right to terminate the SPA in an event of default by the Corporation.
Subsequently on March 29, 2017 and August 5, 2020, the Corporation and Wheaton amended the SPA (the “Amended SPA”), which ultimately culminated in Wheaton continuing to receive 25% of the life of mine payable silver from the Keno Hill Silver District and the Original Production Payment being replaced with a new production payment to the Corporation to be based on a new payment formula (the “Amended Production Payment”) as outlined below:
● | During the earlier of the initial two years ending August 4, 2022 or eight million ounces of payable silver production (the “Initial Period”), the Amended Production Payment from Wheaton to the Corporation will be adjusted on a curve. The Amended Production Payment formula during the Initial Period is a linear equation that pays 90% of spot price at US$15 per ounce silver (and below) and 10% of spot price at US$23 per ounce silver (and above); and |
● | Following the Initial Period, the Amended Production Payment formula remains a linear equation and will pay 90% of spot price at US$13 per ounce silver (and below) and 10% of spot price at US$23 per ounce silver (and above). |
Additional terms of the amendments include a date for completion of the 400 tonne per day mine and mill completion test to December 31, 2022. If the completion test is not satisfied by December 31, 2022, the Corporation will be required to pay a capacity related refund to Wheaton in the maximum amount of US$8,788,000, which can be further proportionately reduced by mine production and mill throughput exceeding 322 tonnes per day for a 30 day period prior to December 31, 2022. The Amended SPA is secured against the Corporation’s mineral properties until repayment of the original deposit of US$50,000,000.
24
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)
In consideration of the March 29, 2017 amendment, on April 10, 2017 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 notionally reduced by this amount. This amendment introduced the variable production payment to be received from Wheaton upon extraction and delivery of their 25% interest of future production, which is considered an embedded derivative asset within the Amended SPA. The embedded derivative asset was initially recorded at fair value, which was consistent with the value of the consideration paid to Wheaton and subsequently revalued at each period end.
On August 5, 2020 the Corporation issued 2,000,000 common share purchase warrants (the “Wheaton Warrants”) to Wheaton, which partially compensated for amending the terms of the SPA. Each Wheaton Warrant entitles Wheaton to purchase one common share of the Corporation at an exercise price of $3.50, expiring August 5, 2025, with a fair value of $4,806,000 (US$3,624,000).
Management has concluded that the Amended SPA on August 5, 2020 was additional consideration received from Wheaton in order to preserve the long-term commercial viability of Keno Hill District properties and realize their 25% interest. On the date of the amendment, management valued the embedded derivative asset under the previously effective terms and again under the revised terms, and the gain to the Corporation, net of the warrants issued, of $14,835,000 was credited against the exploration and evaluation assets balance.
During the year ended December 31, 2021, a portion of the embedded derivative related to the Wheaton SPA was settled. The embedded derivative asset 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 amended production payment under the amended SPA (amended March 29, 2017 and subsequently on August 5, 2020) which varies depending on the silver pricing curve (Note 20). The fair value of the embedded derivative asset was estimated based on the discounted future cash flows using a probability-based dynamic valuation model resulting in a fair value adjustment for the year ended December 31, 2021 of $9,459,000 (2020 – ($21,728,000)), respectively.
10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
December 31 | December 31 | |||||
|
| 2021 |
| 2020 | ||
Trade payables | $ | 8,556 | $ | 7,666 | ||
Accrued liabilities and other |
| 4,502 |
| 4,645 | ||
|
|
|
| |||
$ | 13,058 | $ | 12,311 |
25
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)
11. LEASE LIABILITIES
As at December 31, 2021, the Corporation had $5,531,000 of lease liabilities, primarily for mining equipment leases related to heavy machinery and equipment dedicated to development and operations at Keno Hill. The weighted average incremental borrowing rate for lease liabilities as at December 31, 2021 is 7.51%.
December 31 | December 31 | |||||
| 2021 |
| 2020 | |||
Lease liabilities – Beginning of period | $ | 7,262 | $ | 1,446 | ||
Additions | 1,377 | 7,081 | ||||
Cash flows - Principal payments | (3,604) | (1,246) | ||||
Non-cash changes - Accretion |
| 503 |
| 292 | ||
Disposals | (463) | (311) | ||||
Lease modifications | 456 | — | ||||
Lease liabilities - End of period |
| 5,531 |
| 7,262 | ||
Less : current lease liabilities |
| 3,056 |
| 2,855 | ||
Non-current lease liabilities | $ | 2,475 | $ | 4,407 |
Undiscounted lease payments
As at December 31, 2021, the Corporation’s undiscounted lease payments consisted of the following:
December 31 | |||
| 2021 | ||
2022 | $ | 3,351 | |
2023 |
| 1,839 | |
2024 |
| 782 | |
$ | 5,972 |
12. REVOLVING CREDIT FACILITY
On September 23, 2021, the Corporation and the Offtaker amended the existing offtake agreement to allow for an unsecured revolving credit facility (the “Facility”) for up to US$7,500,000. The Facility allows the Corporation to request prepayments, in US$1,000,000 increments, which are repaid in five monthly instalments against future deliveries of concentrate or in cash. The interest rate on drawn amounts is equal to three month LIBOR + 7.05%. The standby fee on undrawn amounts is 1.5% per annum, payable quarterly. Subsequent to year-end, the Corporation further amended the Facility and received a prepayment under the Facility (Note 26).
26
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)
13. DECOMMISSIONING AND REHABILITATION PROVISION
December 31 | December 31 | |||||
| 2021 |
| 2020 | |||
| ||||||
Decommissioning and rehabilitation provision – Beginning of period | $ | 6,542 | $ | 6,202 | ||
|
|
|
| |||
Change due to re-estimation |
| (927) |
| 305 | ||
Accretion expense, included in other income and expense |
| 52 |
| 35 | ||
|
|
|
| |||
Decommissioning and rehabilitation provision – End of period | 5,667 | 6,542 | ||||
Less: current decommissioning and rehabilitation provision | 705 | — | ||||
Non-current decommissioning and rehabilitation provision | $ | 4,962 | $ | 6,542 |
The Corporation’s decommissioning and rehabilitation provision consists of costs expected to be incurred in respect of future reclamation and closure activities at the end of the life of the Bellekeno, Flame & Moth, Bermingham, Lucky Queen and Onek deposits. These activities include plant dismantling, water treatment, land rehabilitation, ongoing monitoring, care and maintenance and other reclamation and closure related requirements.
The total inflation adjusted estimated cash flows required to settle the decommissioning and rehabilitation provision is estimated to be $6,600,000 (December 31, 2020 – $7,322,000), with the expenditures expected to be incurred substantially over the course of the next 18 years. In determining the carrying value of the decommissioning and rehabilitation provision as at December 31, 2021, the Corporation has used a risk-free discount rate of 1.66% (December 31, 2020 – 1.02%) and an inflation rate of 2.0% (December 31, 2020 – 2.0%) resulting in a discounted amount of $5,667,000 (December 31, 2020 – $6,542,000).
14. CAPITAL AND RESERVES
Shareholders’ Equity
The Corporation is authorized to issue an unlimited number of common shares without par value.
The following share transactions took place during the year ended December 31, 2021:
1. | On January 28, 2021, the Corporation completed an equity financing and issued 2,704,770 flow-through common shares for aggregate gross proceeds of $11,700,666. The flow-through common shares comprise: (i) 2,053,670 flow-through shares with respect to “Canadian exploration expenses” (the “CEE Shares”) priced at $4.48 per CEE Share with a flow-through share premium of $2,356,000 based on the difference between the market value of the common shares and the amount the investors pay for the flow-through shares; and (ii) 651,100 flow-through shares with respect to “Canadian development expenses” (the “CDE Shares”) priced at $3.84 per CDE Share with a flow-through share premium of $330,000 based on the difference between the market value of the common shares and the amount the investors pay for the flow-through shares. The Corporation incurred share issuance costs of $1,094,498. |
2. | On June 10, 2021, the Corporation completed an equity financing and issued 8,214,450 common shares at a price of $3.50 per share for aggregate gross proceeds of $28,750,575. This issuance was completed pursuant to a prospectus supplement dated June 7, 2021 to the short form base shelf prospectus of the Corporation dated November 2, 2020. The Corporation incurred share issuance costs of $1,672,955. |
27
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)
3. | 873,722 common shares were issued from treasury on the vesting of restricted share units. |
4. | 2,272,431 share options were exercised for proceeds of $3,765,000. |
Equity Incentive Plans
The Corporation has three equity incentive plans consisting of a share option plan (the “Option Plan”), a restricted share unit plan (the “RSU Plan”), and a deferred share unit plan (the “DSU Plan”) (collectively the “Equity Incentive Plans”). The maximum aggregate number of common shares issuable under the Equity Incentive Plans cannot exceed 15% of the number of common shares issued and outstanding from time to time, subject to the following requirements for each plan:
i. | The Option Plan’s maximum aggregate number of common shares issuable on the exercise of share options cannot exceed 10% of the number of common shares issued and outstanding; |
ii. | The RSU Plan’s maximum aggregate number of common shares to be issued cannot exceed 3% of the number of common shares issued and outstanding; and |
iii. | The DSU Plan’s maximum aggregate number of common shares to be issued cannot exceed 2,100,000. |
As at December 31, 2021, a total of 9,672,118 share options, 1,198,067 RSUs and 894,000 DSUs were outstanding under the Equity Incentive Plans and a total of 5,483,636 share options, 3,348,659 RSUs and 1,181,000 DSUs remain available for future granting.
During the year ended December 31, 2021, the Corporation recorded total share-based compensation expense of $4,820,000 (2020 – $2,490,000), which related to the Equity Incentive Plans, of which $932,000 (2020 – $430,000) was recorded to mineral properties and $3,888,000 (2020 – $2,060,000) has been charged to income.
Share Options
Generally, share options have a maximum term of five years, vest
upon grant and one third on each of the first and second anniversary dates of the grant date. The exercise price may not be less than the immediately preceding five-day volume weighted average price of the Corporation’s common shares traded through the facilities of the exchange on which the Corporation’s common shares are listed.28
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)
The changes in share options outstanding are summarized as follows:
Weighted | Number of | ||||
average | shares issued | ||||
Exercise | or issuable on | ||||
| price |
| exercise | ||
| |||||
Balance - December 31, 2020 | $ | 2.17 |
| 10,245,934 | |
|
|
| |||
Share options granted | $ | 2.17 |
| 1,970,000 | |
Share options exercised | $ | 1.66 |
| (2,272,431) | |
Share options forfeited or expired | $ | 2.85 |
| (271,385) | |
|
|
| |||
Balance - December 31, 2021 | $ | 2.27 |
| 9,672,118 | |
|
|
|
| ||
Balance - December 31, 2019 | $ | 1.81 |
| 10,465,233 | |
|
|
| |||
Share options granted | $ | 3.07 |
| 2,003,200 | |
Share options exercised | $ | 1.28 |
| (2,217,499) | |
Share options forfeited or expired | $ | 0.60 |
| (5,000) | |
|
|
| |||
Balance - December 31, 2020 | $ | 2.17 |
| 10,245,934 |
During the year ended December 31, 2021, the fair value of options at the date of grant was estimated using the Black-Scholes option pricing model, assuming an average risk-free rate of 1.20% (2020 – 0.32% to 0.41%) per annum, an expected life of options of 4 years (2020– 4 years), an expected volatility of 61% based on historical volatility (2020 – 66% to 68%), an expected forfeiture rate of 2.94% (2020 – 0.50%) and no expected dividends (2020 – nil).
29
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)
Share options outstanding and exercisable at December 31, 2021 are summarized as follows:
Options Outstanding | Options Exercisable | |||||||||||
| Number of |
|
|
| Number of |
| ||||||
Shares | Average | Average | Shares | Average | ||||||||
Issuable on | Remaining | Exercise | Issuable on | Exercise | ||||||||
Exercise Price | Exercise | Life (Years) | Price | Exercise | Price | |||||||
| ||||||||||||
$1.27 |
| 1,162,500 |
| 2.01 | $ | 1.27 |
| 1,162,500 | $ | 1.27 | ||
$1.27 |
| 325,000 |
| 0.01 | $ | 1.27 |
| — | $ | 1.27 | ||
$1.75 |
| 40,000 |
| 0.62 | $ | 1.75 |
| 40,000 | $ | 1.75 | ||
$1.93 |
| 60,000 |
| 1.36 | $ | 1.93 |
| 60,000 | $ | 1.93 | ||
$2.07 |
| 1,223,400 |
| 1.08 | $ | 2.07 |
| 1,223,400 | $ | 2.07 | ||
$2.07 |
| 587,000 |
| 1.08 | $ | 2.07 |
| — | $ | 2.07 | ||
$2.12 |
| 65,000 |
| 3.29 | $ | 2.12 |
| 43,333 | $ | 2.12 | ||
$2.17 |
| 1,970,000 |
| 4.96 | $ | 2.17 |
| 656,667 | $ | 2.17 | ||
$2.32 | 790,000 | 0.09 | $ | 2.32 | 790,000 | $ | 2.32 | |||||
$2.61 | 1,900,484 | 2.95 | $ | 2.61 | 1,900,484 | $ | 2.61 | |||||
$3.19 |
| 1,498,734 |
| 3.96 | $ | 3.19 |
| 999,156 | $ | 3.19 | ||
$3.86 |
| 50,000 |
| 3.69 | $ | 3.86 |
| 33,333 | $ | 3.86 | ||
9,672,118 | 2.71 | $ | 2.27 | 6,908,873 | $ | 2.29 |
The weighted average share price at the date of exercise for options exercised during the year ended December 31, 2021 was $3.64 (2020 – $3.38).
Restricted Share Units
Time-based RSUs vest one-third upon granting and one third on each of the first and second anniversary dates of the grant date. Performance-based RSUs vest at the end of the third year of the grant date and the number of units to be issued on the vesting date will vary from 0% to 200% of the number of performance-based RSUs granted, depending on the achievement of performance criteria.
30
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(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 | |
| ||
Balance - December 31, 2020 |
| 566,340 |
| ||
RSUs granted(i) |
| 1,505,449 |
RSUs vested |
| (873,722) |
|
| |
Balance - December 31, 2021 |
| 1,198,067 |
|
| |
Balance - December 31, 2019 |
| 663,670 |
|
| |
RSUs granted |
| 345,000 |
RSUs vested |
| (442,330) |
|
| |
Balance - December 31, 2020 |
| 566,340 |
(i)RSUs granted include grants to certain employees of the Corporation that include 474,500 performance-based RSUs and 266,500 RSUs issued as settlement of annual cash bonuses. As at December 31, 2021, nil performance-based RSUs have vested.
During the year ended December 31, 2021 the Corporation granted a total of 1,505,449 RSUs (2020 – 345,000) with a total grant-date fair value determined to be $3,265,000 (2020 – $1,100,000). Included in general and administrative expenses for the year ended December 31, 2021 is share-based compensation expense of $867,000 (2020 – $810,000) related to RSU awards.
The weighted average share price at the date of vesting for RSUs during the year ended December 31, 2021 was $2.57 (2020 - $3.00).
31
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)
Deferred Share Units
Only directors of the Corporation are eligible for DSUs and each DSU vests immediately and is redeemed upon a director ceasing to be a director of the Corporation.
The changes in DSUs outstanding are summarized as follows:
Number of | ||
shares issued | ||
or issuable | ||
| on vesting | |
Balance - December 31, 2020 | — | |
DSUs granted | 366,000 | |
DSUs vested | (366,000) | |
Balance - December 31, 2021 | — |
During the year ended December 31, 2021 the Corporation granted a total of 366,000 DSUs (2020 – 273,000) with a total grant-date fair value determined to be $794,000 (2020 - $870,000). Included in general and administrative expenses for the year ended December 31, 2021 is share-based compensation expense of $794,000 (2020 - $870,000) related to DSU awards. As of December 31, 2021, there were 894,000 fully vested DSUs outstanding.
15. REVENUE
The Corporation recorded revenue as follows:
For the years ended December 31 | ||||||
| 2021 |
| 2020 | |||
Mining operations | ||||||
Concentrate sales(i) | $ | 22,309 | $ | — | ||
Less: silver delivered under the Wheaton SPA |
| (4,393) |
| — | ||
Extraction services(ii) |
| 681 |
| — | ||
Revenue from contracts with customers |
| 18,597 |
| — | ||
Change in fair value of provisionally priced trade receivables(iii) |
| 410 |
| — | ||
| 19,007 |
| — | |||
Reclamation management(iv) |
| 2,495 |
| 2,866 | ||
$ | 21,502 | $ | 2,866 |
(i) | Concentrate sales revenue represents the sale of all concentrate produced at Keno Hill to the Offtaker under the Corporation’s offtake agreement, prior to the 25% of silver production that is delivered to Wheaton under the Wheaton SPA. Concentrate sales revenue is recorded net of transportation costs. |
(ii) | Extraction services revenue represents revenue earned from the mining of silver that is delivered to Wheaton under the Wheaton SPA. The actual cash payment from Wheaton, which differs from the extraction services revenue recognized, is |
32
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)
determined using a payment formula, which is dependent on the spot price of silver at time of delivery and Alexco’s stage in the production period as defined in the Wheaton SPA (Note 9). |
(iii) | Change in fair value of provisionally priced trade receivables is attributable to changes in forward metals prices and represents the change in metals prices from the date of revenue recognition to the date of final settlement. |
(iv) | Reclamation management revenue represents revenue earned by ERDC for the environmental care and maintenance for the historical environmental liabilities of the former UKHM mineral properties (Note 8). |
16. COST OF SALES
The Corporation recorded cost of sales as follows:
For the years ended December 31 | ||||||
| 2021 |
| 2020 | |||
Mining operations | ||||||
Production costs | $ | 21,388 | $ | — | ||
Depreciation and depletion |
| 5,419 |
| — | ||
Site share-based compensation |
| 355 |
| — | ||
Royalties and selling costs |
| 269 |
| |||
Change in inventories |
| 542 |
| — | ||
| 27,973 |
| — | |||
Reclamation management(i) |
| 1,975 |
| 3,300 | ||
$ | 29,948 | $ | 3,300 |
(i) | Reclamation management cost of sales represents cost of sales incurred by ERDC for the environmental care and maintenance for the historical environmental liabilities of the former UKHM mineral properties (Note 8). |
17. GENERAL AND ADMINISTRATIVE EXPENSES BY NATURE OF EXPENSE
The Corporation recorded general and administrative expenses as follows:
For the years ended December 31 | ||||||
Corporate |
| 2021 |
| 2020 | ||
|
|
|
| |||
Depreciation of plant and equipment and ROU assets | $ | 291 | $ | 289 | ||
Business development, investor relations and travel |
| 351 |
| 477 | ||
Office and administration |
| 1,156 |
| 739 | ||
Professional and regulatory |
| 1,353 |
| 1,378 | ||
Salaries and contractors |
| 3,797 |
| 3,418 | ||
Share-based compensation |
| 3,539 |
| 3,314 | ||
|
| |||||
$ | 10,487 | $ | 9,615 |
33
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)
18. GAIN ON SALE OF NET SMELTER RETURN ROYALTY
On January 4, 2021, the Corporation sold its net smelter return royalty in Golden Predator Exploration Ltd.’s Brewery Creek Project for total cash consideration of $4,500,000 resulting in a gain on sale of $4,500,000.
19. INCOME TAX EXPENSE
The major components of the Corporation’s income tax expense are as follows:
(a) | The income tax provision differs from the amount that would result from applying the Canadian federal and provincial tax rate to income before taxes. These differences result from the following items: |
For the years ended December 31 | ||||||
|
| 2021 |
| 2020 | ||
| ||||||
Accounting loss before tax from continuing operations | $ | (5,842) | $ | (44,087) | ||
Profit (loss) before tax from discontinued operations | — | 7,550 | ||||
Consolidated net loss before tax | (5,842) | 36,537 | ||||
Federal and provincial income tax rate of 27% (2020 – 27%) |
| (1,577) |
| (9,864) | ||
|
|
|
| |||
Non-deductible permanent differences |
| 840 |
| 664 | ||
Effect of difference in tax rates |
| — |
| 6 | ||
Change in deferred tax asset not recognized |
| (2,450) |
| 5,271 | ||
Flow-through share renunciation |
| 473 |
| 321 | ||
Non-taxable accounting gain on sale of subsidiaries | — | (1,832) | ||||
Deferred tax expense on discontinued operations | — | (214) | ||||
Change in estimate |
| 12 |
| 191 | ||
Other |
| 6 |
| (60) | ||
| (2,696) |
| (5,517) | |||
|
|
|
| |||
Income tax recovery | $ | (2,696) | $ | (5,517) |
(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: |
34
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)
| Mineral |
| Loss |
|
| Decommissioning |
|
| ||||||||||
Property | Carry | Plant and | and Rehabilitation | |||||||||||||||
Deferred tax assets | Interest | Forward | Equipment | Provision | Other | Total | ||||||||||||
| ||||||||||||||||||
December 31, 2019 | $ | 5,168 | $ | 8,563 | $ | 52 | $ | 1,674 | $ | 77 | $ | 15,534 | ||||||
Credited (charged) to the income statement |
| (1,078) |
| 4,150 |
| (10) |
| 33 |
| 201 |
| 3,296 | ||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||
December 31, 2020 | $ | 4,090 | $ | 12,713 | $ | 42 | $ | 1,707 | $ | 278 | $ | 18,830 | ||||||
Credited (charged) to the income statement |
| 1,294 |
| 9,431 |
| 2 |
| (236) |
| 1,289 |
| 11,780 | ||||||
|
|
|
|
|
|
|
|
|
|
| ||||||||
December 31, 2021 | $ | 5,384 | $ | 22,144 | $ | 44 | $ | 1,471 | $ | 1,567 | $ | 30,610 |
Net deferred tax liabilities
December 31, 2020 |
| $ | — |
Charged to the income statement |
| 10 | |
Charged to OCI |
| (10) | |
December 31, 2021 | $ | — |
(c) | As at December 31, 2021, the Corporation has unrecognized potential tax assets, noted below, that are available to offset future taxable income. The Corporation has not recognized the deferred tax asset on these temporary differences because they relate to entities within the group that have a history of losses and there is not yet adequately convincing evidence that these entities will generate sufficient future taxable income to enable offset. |
Tax loss carry forwards |
| $ | 55,829 |
Mineral property interest |
| 8,890 | |
Other |
| 9,437 | |
$ | 74,156 |
(d) | As at December 31, 2021, the Corporation has available non-capital losses for income tax purposes in Canada which are available to be carried forward to reduce taxable income in future years and for which no deferred income tax asset has been recognized, and which expire as follows: |
|
| Total | |
| |||
2034 | $ | 2,129 | |
2035 |
| 4,742 | |
2036 |
| 6,626 | |
2037 |
| 6,625 | |
2038 |
| 5,951 | |
2039 |
| 6,924 | |
2040 | 12,286 | ||
2041 | 10,546 | ||
$ | 55,829 |
35
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)
20. FINANCIAL INSTRUMENTS
Financial Assets and Liabilities
The carrying amounts of the Corporation’s financial assets and liabilities is as follows:
|
| Fair Value |
|
| ||||
Hierarchy | December 31 | December 31 | ||||||
Classification | 2021 | 2020 | ||||||
| ||||||||
Fair value through profit or loss: |
|
|
|
|
|
| ||
Embedded derivative asset |
| Level 3 | $ | 22,768 | $ | 13,074 | ||
Provisionally priced trade receivables |
| Level 2 | 2,165 | — | ||||
|
|
|
|
| ||||
Fair value through other comprehensive loss: |
|
|
|
|
|
| ||
Investments in marketable securities |
| Level 1 | 24 | 4,241 | ||||
|
| $ | 24,957 | $ | 17,315 |
The fair value of the embedded derivative asset related to the Wheaton SPA was estimated based on the discounted future cash flows using a probability-based dynamic valuation model resulting in a fair value adjustment during the years ended December 31, 2021, of $9,459,000 (2020 – ($21,728,000)), respectively. The model relies upon inputs from the current mine plan less payable ounces already delivered. The model is updated quarterly for the Corporation’s credit spread, Wheaton’s credit spread, risk-free yield curve, silver price forward curve, historical silver price volatility, mineral reserves and resources and the production profile. Management estimates mineral reserves and resources and production profile, based on information compiled and reviewed by management's experts. Payments from Wheaton are inversely related to the silver price; if, for example, silver prices were to increase or decrease from the current spot and forward prices as at December 31, 2021 by 10% per ounce and all other assumptions remained the same, the approximate derivative asset value would be $18,843,000 and $27,559,000, respectively.
Provisionally priced trade receivables consist of amounts receivable under the Corporation's offtake agreement. Changes in the fair value of these receivables are recorded as other revenue within mining operations revenue at each period end using quoted forward metal prices obtained from futures exchanges.
Investments in marketable securities consist of investments in publicly traded companies. Changes in the fair value of these investments are recorded through other comprehensive income (FVTOCI) using quoted prices obtained from securities exchanges.
The carrying amounts of all of the Corporation’s other financial assets and liabilities, carried at amortized cost, reasonably approximate their fair values due to their short-term nature.
Financial Instrument Risk Exposure
The Corporation’s activities expose it to a variety of financial risks: market risk (currency risk), credit risk , commodity risk and liquidity risk. Risk management is carried out by management under policies approved by the Board of Directors. Management identifies and evaluates the financial risks in co-operation with the Corporation’s operating units. The Corporation’s overall risk management program seeks to minimize potential adverse effects on the Corporation’s financial performance, in the context of its general capital management objectives as further described in Note 21.
36
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)
Currency Risk
All of the Corporation’s mineral properties, plant and equipment are located in Canada and all of its mining operations occur in Canada. With operations recommencing at the Keno Hill Silver District, the Corporation’s exposure to US dollar currency risk increased 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 thousands of US dollars:
|
| December 31 |
| December 31 | ||
2021 | 2020 | |||||
| ||||||
Cash and cash equivalents | $ | 1,033 | $ | 14 | ||
Accounts and other receivables |
| 2,165 |
| 2 | ||
Accounts payable and accrued liabilities |
| (450) |
| (338) | ||
Net exposure | $ | 2,748 | $ | (322) |
Based on the above net exposure at December 31, 2021, a 10% depreciation or
of the US dollar against the Canadian dollar would result in an approximately $275,000 decrease or respectively in net comprehensive loss (2020 – $32,000). The Corporation not any 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 |
| December 31 | ||
| 2021 | 2020 | ||||
| ||||||
Trade receivables |
|
|
|
| ||
Currently due | $ | 1,419 | $ | 489 | ||
Past due by 90 days or less, not impaired |
| 5 |
| 204 | ||
Past due by greater than 90 days, not impaired |
| 32 |
| 74 | ||
| 1,456 |
| 767 | |||
|
| |||||
Cash |
| 9,400 |
| 23,210 | ||
Demand deposits |
| 533 |
| 532 | ||
Term deposits |
| 2,990 |
| 2,932 | ||
Promissory note receivable | 1,250 | 1,250 | ||||
|
| |||||
Total exposure | $ | 15,629 | $ | 28,691 |
Substantially all the Corporation’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.
The Corporation’s accounts and other receivables as at December 31, 2021 total $3,073,000, and primarily relate to a receivable from a government agency and provisionally priced trade receivables from the Corporation’s Offtaker. The Corporation is
37
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)
exposed to credit losses due to the non-performance of its counterparties. The Corporation’s customer for the current reclamation management operations (carried out by ERDC) is a government body and therefore is not considered a material risk. Provisionally priced trade receivables consist of amounts receivable under the Corporation’s offtake agreement. Changes in the fair value of these receivables are recorded as other revenue within mining operations revenue at each period end using quoted forward metal prices obtained from futures exchanges. Provisionally priced trade receivables were recorded at fair value as at December 31, 2021.
The Corporation’s promissory note receivable as at December 31, 2021 totals $1,250,000 and relates to the sale of its former subsidiary business, Alexco Environmental Group (AEG). The Corporation is exposed to credit losses due to the potential non-performance of this counterparty. The maturity date of the promissory note receivable is December 31, 2022, bearing interest of 5% for the duration of this period and payable on maturity. The Corporation considered the expected lifetime credit losses to be nominal as at December 31, 2021.
Commodity Risk
The Corporation is subject to commodity price risk from fluctuations in the market prices for silver, lead and zinc. Commodity price risks are affected by many factors that are outside the Corporation’s control including the supply of and demand for metals, inflation, global consumption patterns and political and economic conditions. The financial instrument impacted by commodity prices for the Corporation is the embedded derivative asset. The fair value of the embedded derivative asset is highly correlated to the market price of these metals. The Corporation is exposed to commodity risk at the balance sheet date through the fair value adjustments of its embedded derivative asset:
December 31 | December 31 | |||||
| 2021 |
| 2020 | |||
Embedded derivative asset | $ | 22,768 | $ | 13,074 | ||
Provisionally priced trade receivables | 2,165 | — | ||||
Total exposure | $ | 24,933 | $ | 13,074 |
Based on the above exposure, the fair value of the embedded derivative
with a 10% change in the prevailing commodity prices as at December 31, 2021, with all other variables constant, would result in an approximately $2,493,000 decrease or respectively in net and comprehensive (2020 – $1,307,000). The has not any commodity programs during the current period.Liquidity Risk
Liquidity risk is the risk that the Corporation will not be able to meet its obligations associated with financial liabilities. The Corporation has a planning and budgeting process in place by which it anticipates and determines the funds required to support its normal operating requirements as well as the growth and development of its mining projects. The Corporation coordinates this planning and budgeting process with its financing activities through the capital management process described in Note 21. Furthermore, the Corporation has access to a US$10,000,000 unsecured revolving credit facility with its Offtaker (Notes 12 and 26). Subsequent to year-end, the Corporation completed an equity financing and issued 3,610,425 flow-through common
38
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)
shares for aggregate gross proceeds of $9,200,274 (Note 26). The Corporation’s financial liabilities are comprised of its accounts payable and accrued liabilities, the contractual maturities of which at the balance sheet date are summarized as follows:
21. CAPITAL MANAGEMENT
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 adjusts it for 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, 2021 remains fundamentally unchanged from the year ended December 31, 2020.
22. SUPPLEMENTAL CASH FLOW INFORMATION
The Corporation’s supplemental cash flow information is as follows:
For the years ended December 31 | ||||||
| 2021 |
| 2020 | |||
| ||||||
Non-Cash Investing and Financing Transactions |
|
|
|
| ||
Capitalization of share-based compensation to mineral properties, plant and equipment | $ | 928 | $ | 430 | ||
Capitalization of depreciation to mineral properties, plant and equipment | $ | 2,258 | $ | 923 | ||
Capitalization of re-estimation of decommissioning and rehabilitation provision | $ | (927) | $ | 305 | ||
Increase (decrease) in non-cash working capital related to: |
|
|
|
| ||
Mineral properties, plant and equipment | $ | (2,259) | $ | (4,375) |
23. SEGMENTED INFORMATION
The Corporation had two operating segments during the years ended December 31, 2021 and 2020. The first operating segment is mining operations, which includes the production of silver, lead and zinc concentrates, underground mining development, and exploration and evaluation activities. The second operating segment is reclamation management services, which is focused on the clean up of historical liabilities of the Keno Hill Silver District through ERDC under a contract with the Federal
39
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)
Government of Canada. The Corporation’s executive head office and general corporate administration are included within ‘Corporate and Other’ to reconcile the reportable segments to the consolidated financial statements. An operating segment is a component of an entity that engages in business activities. Operating results are reviewed by the chief operating decision maker, Alexco’s Chief Executive Officer, with respect to resource allocation and for which discrete financial information is available.
The Corporation’s segmented information is as follows:
As at and for the year ended |
| Mining |
| Reclamation |
| Corporate and |
|
| |||||
December 31, 2020 | Operations | Management | Other | Total |
| ||||||||
| |||||||||||||
Revenue | $ | — | $ | 2,866 | $ | — | $ | 2,866 | |||||
|
|
|
|
|
|
|
| ||||||
Cost of sales |
| — |
| 3,300 |
| — |
| 3,300 | |||||
Depreciation and amortization |
| 1,430 |
| — |
| 289 |
| 1,719 | |||||
Share-based compensation |
| 148 |
| — |
| 3,314 |
| 3,462 | |||||
Other G&A expenses |
| 103 |
| — |
| 6,008 |
| 6,111 | |||||
Mine site maintenance |
| 7,933 |
| — |
| — |
| 7,933 | |||||
Loss on embedded derivative asset |
| — |
| — |
| 21,728 |
| 21,728 | |||||
Write-down of inventories | 2,773 | — | — | 2,773 | |||||||||
Other (income) loss |
| 146 |
| — |
| (219) |
| (73) | |||||
|
|
|
|
|
|
|
| ||||||
Segment income (loss) before taxes | $ | (12,533) | $ | (434) | $ | (31,120) | $ | (44,087) | |||||
|
|
|
|
|
|
|
| ||||||
Total assets | $ | 125,347 | $ | 948 | $ | 45,372 | $ | 171,667 | |||||
Total liabilities | $ | 22,050 | $ | 219 | $ | 4,066 | $ | 26,335 |
24. KEY MANAGEMENT COMPENSATION
The remuneration of directors and those persons having authority and responsibility for planning, directing, and controlling activities of the Corporation is as follows:
For the years ended December 31 | ||||||
|
| 2021 |
| 2020 | ||
| ||||||
Salaries and other short-term benefits | $ | 2,021 | $ | 1,942 | ||
Share-based compensation |
| 2,879 |
| 1,979 | ||
Total key management compensation | $ | 4,900 | $ | 3,921 |
40
ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)
25. COMMITMENTS
The Corporation’s purchase commitments as of December 31, 2021 totalled $438,000 and relate to equipment agreements at Keno Hill.
26. SUBSEQUENT EVENTS
(a) | On January 18, 2022, the Corporation and the Offtaker further amended the unsecured revolving credit facility, increasing the total prepayments allowed under the Facility from US$7,500,000 to US$10,000,000. All other terms of the Facility remain unchanged. In March 2022, the Corporation received a prepayment under the Facility in the amount of US$5,000,000. |
(b) | On January 27, 2022, the Corporation completed an equity financing and issued 3,610,425 flow-through common shares for aggregate gross proceeds of $9,200,274. The flow-through common shares comprise: (i) 2,129,685 flow-through shares with respect to “Canadian exploration expenses” priced at $2.70 per CEE Share; and (ii) 1,480,740 flow-through shares with respect to “Canadian development expenses” priced at $2.33 per CDE Share. The Corporation incurred share issuance costs of approximately $760,000. |
41
Exhibit 99.3
ALEXCO RESOURCE CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2021
Suite 1225, 555 Burrard Street, Vancouver, BC V7X 1M9 ׀ Phone: 604-633-4888 Fax: 604-633-4887
www.alexcoresource.com
| 3 | |
| 5 | |
| 5 | |
| 7 | |
| 9 | |
| 10 | |
| 12 | |
| 15 | |
| 17 | |
| 17 | |
| 17 | |
| 18 | |
| 19 | |
14. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS | | 19 |
| 21 | |
| 22 |
Alexco Resource Corp. ׀ Page 2 |
This Management’s Discussion and Analysis (“MD&A”) of Alexco Resource Corp. (“Alexco” or the “Corporation”) is dated March 21, 2022 and provides an analysis of Alexco’s consolidated financial results for the year ended December 31, 2021 (“FY 2021”) compared to the year ended December 31, 2020 (“FY 2020”). This MD&A will also refer to certain periods including the fourth quarter of 2021 (“Q4 2021”), the third quarter of 2021 (“Q3 2021”), the second quarter of 2021 (“Q2 2021”), the first quarter of 2021 (“Q1 2021”), the fourth quarter of 2020 (“Q4 2020”), and the year ended December 31, 2019 (“FY 2019”).
The following information should be read in conjunction with the Corporation’s December 31, 2021 consolidated financial statements with accompanying notes, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. These documents and additional information on the Corporation are available on the Corporation’s website at www.alexcoresource.com, the SEDAR website at www.sedar.com and the Edgar website at www.sec.gov.
Except where specifically indicated otherwise, the disclosure in this MD&A of scientific and technical information regarding exploration projects on Alexco’s mineral properties has been reviewed and approved by Alan McOnie, FAusIMM, while that regarding mine development, operations and mineral resources has been reviewed and approved by Sebastien D. Tolgyesi, P.Eng., P.Geo., Keno Hill Operations Manager, both of whom are Qualified Persons as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).
All dollar figures are expressed in Canadian dollars unless otherwise stated.
1. FOURTH QUARTER AND FULL YEAR 2021 HIGHLIGHTS
Corporate
● | The Corporation reported revenues net of Wheaton streaming payments of $21,502,000 for FY 2021 compared to $2,866,000 for FY 2020. The Corporation reported revenues of $3,267,000 for Q4 2021 compared to $633,000 for Q4 2020. Revenue in Q4 2021 was $2,814,000 and primarily derived from concentrate sales from ore sourced from the Bellekeno and Bermingham mines. In Q4 2021, the Corporation recognized reclamation management revenue of $453,000. |
● | The Corporation reported a net loss of $3,146,000 for FY 2021 compared to $31,234,000 for FY 2020. The Corporation reported a net loss of $9,069,000 for Q4 2021 compared to $15,817,000 for Q4 2020. The net loss in Q4 2021 was primarily related to reduced revenue associated with the intermittent shut down of milling activities to accommodate the “milling out” of final ore from the Bellekeno mine, along with the completion of mechanical and electrical work to optimize plant throughput and concentrate quality with the switch to processing ore from the new Bermingham and Flame & Moth mines. To an extent, the intermittent nature of operations in Q4 2021 was also driven by reduced workforce availability arising from COVID-19 isolation requirements. The net loss for Q4 2020 was primarily attributed to a non-cash fair value loss on the embedded derivative asset related to the Wheaton Precious Metals Corp. (”Wheaton”) silver purchase agreement (“SPA”) and mine site maintenance expenditures incurred at the Bellekeno mine. |
● | The Corporation reported an operating loss of $19,421,000 for FY 2021 compared to $22,333,000 for FY 2020. The Corporation reported an operating loss of $10,646,000 for Q4 2021 compared to $11,605,000 for Q4 2020. The operating loss for Q4 2021 was primarily related to continuing ramp-up related costs at Keno Hill (as described above) and includes corporate general and administrative expenses of $4,758,000, of which $2,387,000 was non-cash costs related to the annual share-based compensation grants to directors, officers and employees and amortization and depreciation expenses. The operating loss for Q4 2020 was primarily related to mine site maintenance expenditures and corporate general and administrative expenses. |
● | The Corporation’s cash and cash equivalents as at December 31, 2021 totaled $9,933,000 compared to $23,742,000 as at December 31, 2020, while net working capital totaled $1,389,000 compared to $15,353,000 as at December 31, 2020 (see “Non-GAAP Measures”). The Corporation’s restricted cash and deposits as at December 31, 2021 totaled $2,990,000 compared to $2,932,000 as at December 31, 2020. |
● | On September 23, 2021, the Corporation and its Offtaker amended the existing offtake agreement to allow for an unsecured revolving credit facility (the “Facility”) for up to US$7,500,000. The Facility allows the Corporation to request prepayments, in US$1,000,000 increments, which are repaid in five monthly instalments against future deliveries of concentrate or in cash. The interest rate on drawn amounts is equal to three month LIBOR + 7.05%. The standby fee on undrawn amounts is 1.5% per annum, payable quarterly. |
Alexco Resource Corp. ׀ Page 3 |
Mine Operations and Exploration
● | Ramp-up of mining and milling operations continued in Q4 2021 in anticipation of reaching sustainable design capacity (400 tonnes per operating day (“tpd”)) and cash self-sufficiency in the first half of 2022. Overall, tonnes of ore mined in Q4 2021 decreased by 55% compared to Q3 2021 due to interrupted production activity and a rise in COVID-19 test positive cases at Keno Hill, resulting ultimately in lower production and slower development rates as mining operations transitioned from the Bellekeno mine to the Bermingham and Flame & Moth mines. Some of these curtailments, especially the reduced workforce availability, continued into the first quarter of 2022 (“Q1 2022”). FY 2021 site operations highlights include: |
o | At the Bermingham mine, initial ore production was achieved in August 2021 and continued in Q4 2021. By year end, the undercut for the initial longhole stope(s) was largely completed in anticipation of longhole retreat activity in 2022. |
o | At the Flame & Moth mine, underground development continued in Q4 2021. The primary ramp reached the first two ore access levels with initial cut and fill ore production commencing in Q1 2022. In addition, the Alimak raise nest was completed allowing for the advancement of the ventilation and secondary escape raise. This raise was completed to surface and establishment of the ladders and services within the raise began in Q1 2022 as scheduled. |
o | At the Bellekeno mine, underground mining activity was wound down in October 2021. Upon completion of ore production from the Bellekeno mine in October 2021, salvageable equipment and material was removed and repositioned to the Bermingham and Flame & Moth mines. |
o | The Keno District mill operated on a reduced schedule in Q4 2021 (as described previously) allowing the “milling out” of final ore from the Bellekeno mine. Additional optimization and metallurgical adjustments to the mill were made in anticipation of mill ore feed transitioning to a blend of ore between the Bermingham and Flame & Moth mines in Q1 2022. |
o | The Corporation capitalized expenditures totaling $38,554,000 and $10,771,000 on underground development at the Bermingham and Flame & Moth mines during FY 2021 and Q4 2021, respectively. |
● | On December 16, 2021, the Corporation reported the balance of the results from its successful 2021 directional drilling program at the Bermingham Northeast Deep zone. |
Other Activities
● | On January 4, 2021, the Corporation sold its NSR royalty in Golden Predator’s Brewery Creek Project to Wheaton Precious Metals (“Wheaton”) for total cash consideration of $4,500,000. |
● | On January 28, 2021, the Corporation completed an equity financing and issued 2,053,670 flow-through shares with respect to “Canadian exploration expenses” (the “CEE Shares”) priced at $4.48 per CEE Share, and 651,100 flow-through shares with respect to “Canadian development expenses” (the “CDE Shares”) priced at $3.84 per CDE Share, for aggregate gross proceeds of $11,700,666. |
● | On June 10, 2021, the Corporation completed an equity financing and issued 8,214,450 common shares at a price of $3.50 per share for aggregate gross proceeds of $28,750,575. |
Subsequent to year-end:
● | On January 18, 2022, the Corporation reported the expansion of the Bermingham Indicated Resource (see press release dated January 18, 2022, entitled “Alexco Reports 43% Expansion of Bermingham Indicated Resource to 47 Million Ounces of Silver at 939 Grams per Tonne; Remains Open”). |
Alexco Resource Corp. ׀ Page 4 |
● | On January 18, 2022, the Corporation and the Offtaker further amended the Facility, increasing the total prepayments allowed under the Facility from US$7,500,000 to US$10,000,000. All other terms of the Facility remain unchanged. In March 2022, the Corporation received a prepayment in the amount of US$5,000,000 under the Facility. |
● | On January 27, 2022, the Corporation completed an equity financing and issued 2,129,685 flow-through shares with respect to “Canadian exploration expenses” priced at $2.70 per CEE Share, and 1,480,740 flow-through shares with respect to “Canadian development expenses” priced at $2.33 per CDE Share, for aggregate gross proceeds of $9,200,274. |
● | Production of ore from the Bermingham and Flame & Moth mines continued into January and February 2022 but at significantly reduced rates due initially to workforce constraints as described above, followed in February 2022 by equipment availability issues exacerbated by supply line interruptions for critical spares. As a result of operational delays in Q4 2021, which continued into the first two months of 2022, the overall ramp-up plan is running approximately three to four months behind schedule with design capacity expected to be reached in the third quarter of 2022. |
● | In early March 2022 the Company completed analysis of infill drilling of the initial stoping areas in the Flame & Moth mine resulting in an increase in available ore from approximately 28,900 tonnes at an average grade of 652 grams per tonne (“g/t”) silver (“Ag”) to 48,900 tonnes at an average grade of 761 g/t Ag, with this additional ore to be extracted in the first half of 2022. |
The Corporation owns the majority and most prospective part of the historic Keno Hill Silver District (“Keno Hill” or the “District”), located in Canada’s Yukon Territory. The Bellekeno silver mine, a high-grade silver operation, commenced commercial production at the beginning of 2011 and was Canada’s only operating primary silver mine from 2011 to 2013, producing a total of 5.6 million (“M”) ounces (“oz”) of silver during the 2010 – 2013 period. In June 2020, the Corporation announced it was moving forward with final development of its mines at Keno Hill, including mining from the Bellekeno, Flame & Moth, and Bermingham deposits. Ore mining from the Bellekeno mine occurred between November 2020 and October 2021. Ore mining from the Bermingham mine commenced August 2021. Ore mining from the Flame & Moth mine commenced January 2022.
Keno Hill 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 with the FNNND, setting out common understandings, obligations and opportunities arising from all of Alexco’s activities within the District including exploration, care and maintenance, historic District closure activities, and mine production.
Alexco is a public company which is listed on the Toronto Stock Exchange and the NYSE American Equities Exchange (under the symbol AXU).
Updated Mineral Resource Estimate at Bermingham
On January 18, 2022, the Corporation reported the overall expansion Mineral Resource estimate for the Corporation’s Bermingham deposit, increasing the Bermingham Indicated Mineral Resource estimate from 33.0 million ounces (“Moz”) to 47.2 Moz of contained silver. The total Bermingham Indicated Mineral Resource estimate was expanded to 1,562,700 tonnes at an average grade of 939 g/t Ag, 2.6% lead (“Pb”), and 1.7% zinc (“Zn”) and the Inferred Mineral Resource estimate, included in the Indicated Mineral Resource, was expanded to 843,400 tonnes at an average grade of 735 g/t Ag, 2.0% Pb, and 1.3% Zn.
COVID-19
In March 2020, the World Health Organization declared a global pandemic related to COVID-19. The impacts on global commerce have been far-reaching. There is significant ongoing uncertainty surrounding COVID-19 related to COVID-19 cases at Keno Hill, government mandated workplace and travel restrictions, supply chain interruptions, and recruitment of underground miners and maintenance technicians. In December 2021 and the start of Q1 2022, the Corporation experienced a rise in COVID-19 cases at Keno
Alexco Resource Corp. ׀ Page 5 |
Hill. The Corporation’s COVID-19 response required mandatory self-isolation for affected employees and contractors as dictated by government health protocols, which resulted in reduced workforce availability, significantly reduced production and slower development advancement activity in Q4 2021, extending in and through January 2022. The Corporation notes that COVID-19 pandemic risk remains a risk to continued ramp-up and production activities at Keno Hill.
Property, Plant and Equipment — Proceeds before Intended Use
On January 1, 2021, the Corporation early adopted IAS 16, Property, Plant and Equipment: Proceeds before Intended Use, retrospectively to January 1, 2020. The amended standard prohibits deducting from the cost of mineral properties, plant and equipment amounts received from selling items produced while preparing the asset for its intended use. With the adoption of the amended standard, proceeds from sales of concentrate and related costs while bringing the mine in a condition necessary for it to be capable of operating in the manner intended by management are recognized in profit or loss in accordance with applicable standards. There was no impact of this adoption on the comparative figures presented for the year ended December 31, 2020. As such, the Corporation’s revenues and cost of sales from mining operations appear in the Consolidated Statements of Loss and Comprehensive Loss for the years ended December 31, 2021 and 2020, which would otherwise have been deducted from mineral properties, plant and equipment under the original standard. (See “Critical Accounting Policies, Estimates and Judgments”).
Alexco Resource Corp. ׀ Page 6 |
Key operational metrics for the periods is summarized as follows:
|
| Q4 2021 |
| Q3 2021 |
| Q2 2021 |
| Q1 2021 |
| FY 2021 |
|
Ore tonnes mined |
| 4,996 |
| 11,101 |
| 6,464 |
| 4,427 |
| 26,988 | |
Ore tonnes milled |
| 7,091 |
| 7,275 |
| 10,896 |
| 3,850 |
| 29,112 | |
Mill throughput (tonnes per operating day)1 |
| 253 |
| 162 |
| 176 |
| 107 |
| 170 | |
Ore tonnes stockpiled |
| 1,366 |
| 3,809 |
| 635 |
| 5,067 |
| 1,366 | |
Underground development meters |
| 195 |
| 288 |
| 228 |
| 172 |
| 883 | |
| | | | | | | | | | | |
Head grade |
|
|
|
|
|
|
|
|
|
| |
Silver (g/t) |
| 547 |
| 778 |
| 703 |
| 985 |
| 720 | |
Lead |
| 3.1 | % | 11.3 | % | 9.3 | % | 11.9 | % | 8.5 | % |
Zinc |
| 2.7 | % | 6.5 | % | 3.1 | % | 3.3 | % | 3.9 | % |
| | | | | | | | | | | |
Recoveries |
|
|
|
|
|
|
|
|
|
| |
Silver |
| 96 | % | 95 | % | 93 | % | 83 | % | 92 | % |
Lead in lead concentrate |
| 90 | % | 93 | % | 83 | % | 85 | % | 87 | % |
Zinc in zinc concentrate |
| 62 | % | 65 | % | 85 | % | 31 | % | 67 | % |
| | | | | | | | | | | |
Concentrate production and grades |
|
|
|
|
|
|
|
|
|
| |
Lead concentrate produced (tonnes) |
| 351 |
| 1,039 |
| 1,174 |
| 539 |
| 3,103 | |
Silver grade (g/t) |
| 10,179 |
| 5,089 |
| 5,729 |
| 5,664 |
| 5,996 | |
Lead grade |
| 57 | % | 74 | % | 70 | % | 72 | % | 70 | % |
Zinc concentrate produced (tonnes) |
| 240 |
| 588 |
| 635 |
| 105 |
| 1,568 | |
Silver grade (g/t) |
| 568 |
| 203 |
| 715 |
| 775 |
| 464 | |
Zinc grade |
| 50 | % | 52 | % | 53 | % | 37 | % | 48 | % |
| | | | | | | | | | | |
Contained metal in concentrate produced |
|
|
|
|
|
|
|
|
|
| |
Silver (ounces) |
| 119,177 |
| 173,757 |
| 227,683 |
| 100,984 |
| 621,601 | |
Lead (pounds) |
| 436,877 |
| 1,683,571 |
| 1,799,959 |
| 854,346 |
| 4,774,753 | |
Zinc (pounds) |
| 262,897 |
| 671,606 |
| 637,780 |
| 86,494 |
| 1,658,777 | |
| | | | | | | | | | | |
Sales volumes by payable metal2 |
|
|
|
|
|
|
|
|
|
| |
Silver (ounces) |
| 118,924 |
| 167,184 |
| 207,876 |
| 88,523 |
| 582,507 | |
Lead (pounds) |
| 453,709 |
| 1,650,654 |
| 1,725,757 |
| 719,178 |
| 4,549,298 | |
Zinc (pounds) |
| 275,848 |
| 539,458 |
| 439,850 |
| 60,247 |
| 1,315,403 | |
| | | | | | | | | | | |
Recognized metal prices3 | | | | | | | | | | | |
Silver (per ounce) |
| US$23.29 |
| US$25.46 |
| US$27.14 |
| US$26.48 |
| US$25.17 | |
Lead (per pound) |
| US$1.05 |
| US$1.09 |
| US$0.99 |
| US$0.92 |
| US$1.00 | |
Zinc (per pound) |
| US$1.62 |
| US$1.36 |
| US$1.34 |
| US$1.24 |
| US$1.37 | |
| | | | | | | | | | | |
Exploration |
|
|
|
|
|
|
|
|
|
| |
Meters drilled (m) |
| 1,393 |
| 7,209 |
| 8,403 |
| 507 |
| 17,512 | |
Exploration expenditures incurred – direct and indirect ($) |
| 1,612,000 |
| 3,811,000 |
| 4,696,000 |
| 1,233,000 |
| 11,352,000 | |
| | | | | | | | | | | |
Alexco Resource Corp. ׀ Page 7 |
1. | Mill throughput (tonnes per operating day) is based on the number of days that the mill was operational during the period. The mill was operational for 28 days, 45 days, 62 days and 36 days during Q4, 2021, Q3 2021, Q2 2021 and Q1 2021, respectively. |
2. | Sales volumes by payable metal represents the volumes of each payable metal sold to the Offtaker, and prior to the 25% of silver that is delivered to Wheaton under the Wheaton SPA. Silver is the only metal deliverable to Wheaton under the Wheaton SPA. |
3. | Recognized metal prices represent average metal prices for concentrate sales revenue recognized over the period, weighted by dollar of concentrate sales revenue recognized. |
During FY 2021, the Corporation mined 26,988 tonnes of ore, of which 6,110 tonnes were attributable to the Bermingham mine and 20,878 tonnes were attributable to the Bellekeno mine. During Q4 2021, the Corporation mined 4,996 tonnes of ore, of which 3,642 tonnes were attributable to the Bermingham mine and 1,354 tonnes were attributable to the Bellekeno mine. Ore mining from the Bellekeno mine was wound down in October 2021. Initial ore production from the Bermingham mine was achieved in August 2021 with year-end grade reconciliation work indicating the initial undercuts to be generally consistent with block model estimates. Underground development activities at the Flame & Moth mine continued, with initial ore production achieved in January 2022.
During FY 2021, the Corporation milled 29,112 tonnes of ore. During Q4 2021, the Corporation milled 7,091 tonnes of ore. Since initial commissioning in December 2020, the mill has been operating on a modified rotation schedule to match ore production from initially the Bellekeno mine, and latterly from the Bermingham mine. In December 2021 and the start of the first quarter of 2022, the Corporation experienced a rise in COVID-19 cases at Keno Hill. The Corporation’s COVID-19 response required mandatory self-isolation for affected employees and contractors as dictated by government health protocols, and along with the transition of mining activity from the Bellekeno mine to the Bermingham and Flame & Moth mines being slower than planned, resulted in a decrease in ore tonnes mined and milled in Q4 2021 relative to Q3 2021. During December 2021, several mill throughput campaigns were completed and the mill reached a peak throughput of 22.5 dry metric tonnes (“dmt”) per hour over a sustained period, which is 25% higher than the 18 dmt per hour (equivalent to 400 tonnes per day) design capacity of the mill. Metallurgical performance of the Bermingham ore was 91% silver recovery with an average of 17,076 g/t Ag in the Pb/Ag concentrate. With the increase in silver content in the lead concentrate from Bermingham ore, the contractual payable silver from the Offtaker also increased.
During FY 2021, the Corporation produced 3,103 tonnes of Pb/Ag concentrate with an average grade of 5,996 g/t Ag and 1,568 tonnes of Zn/Ag concentrate with an average grade of 464 g/t Ag. During Q4 2021, the Corporation produced 351 tonnes of Pb/Ag concentrate with an average grade of 10,179 g/t Ag and 240 tonnes of Zn/Ag concentrate with an average grade of 568 g/t Ag. During FY 2021, silver recoveries averaged 92%, with 96% of recovered silver attributable to the Pb/Ag concentrate. During Q4 2021, silver recoveries averaged 96%, with 96% of recovered silver attributable to the Pb/Ag concentrate. The increase in concentrate silver grade in Q4 2021 is related to the improved metallurgical characteristics of the Bermingham ore, which generally has a higher silver to base metal ratio relative to the Bellekeno ore. The increase is also due to mill circuit modifications to enhance silver recoveries.
During FY 2021 and Q4 2021, the Corporation sold the equivalent of 582,507 and 118,924 silver ounces to its Offtaker under the Corporation’s offtake agreement, of which 25% of the payable ounces were delivered to Wheaton under the Wheaton SPA.
Exploration
On December 16, 2021, the Corporation reported the balance of the results from its 2021 directional drilling program at the Bermingham Northeast Deep zone. The drilling program focused at depth northeast of the Bermingham deposit. The 17,742 m drill program completed 52 intercepts through the multi-vein target zone, and outlined a deposit extending approximately 500 m along strike with at least a 100 m vertical extent. The 2021 exploration program provided nominal drill intersection spacings of 35 m along strike by 25 m dip separation along the subparallel Bermingham Main and Bermingham Footwall veins using directional drilling technology, whereby shorter secondary drill-holes were initiated at depth from an existing primary drill-hole. On January 18, 2022, the Corporation reported an updated and expanded Mineral Resource estimate for the Bermingham deposit, increasing the Indicated Mineral Resource estimate from 33.0 Moz to 47.2 Moz of contained silver at an average grade of 939 g/t Ag and increasing the inferred resource from 11.7 Moz to 19.9 Moz at and average grade of 735 g/t Ag.
Alexco Resource Corp. ׀ Page 8 |
ERDC
In parallel with mine operations, Alexco, through its subsidiary Elsa Reclamation & Development Company Ltd. (“ERDC”), continues to advance the reclamation project related to historic environmental disturbances in the District. In addition, as part of Alexco’s 2006 acquisition of the United Keno Hill Mines Limited and UKH Minerals Limited (“UKHM”) mineral rights in the District, ERDC is retained by the Canadian Government as a paid contractor responsible on a continuing basis for the environmental care and maintenance for the historical environmental liabilities of the former UKHM mineral properties.
ERDC currently holds a Type B Water Use License (“WUL”) under the Yukon Waters Act which prescribes the conditions for compliance. ERDC is 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 $900,000, adjustable for material changes in scope.
2022 Production and Development at Keno Hill
Activities at Keno Hill in early 2022 were meaningfully impacted by reduced workforce availability as a result of mandatory self isolation of employees and contractors as required by COVID 19 regulations. In addition, and especially in February 2022. supply chain interruptions and delays had a negative impact on maintenance activities at site, which reduced the availability of key underground equipment. Taken together, these challenges reduced development rates, ore extraction, and ultimately silver production in the early parts of 2022, with Bermingham and Flame & Moth producing a combined 4,454 tonnes through February 2022. Alexco now estimates that Q1 2022 silver production will be approximately 75,000 to 100,000 ounces with the vast majority of that production occurring in March 2022. Over the course of the last three months the mill has demonstrated that it is more than capable of delivering excellent metallurgical performance while operating at, and even above, its design capacity of 400 tpd. Going forward, delivery of ore from underground to the mill is the key driver for increasing production levels. To that end, longhole ore extraction is continuing at the Bermingham 1150 level, and in March 2022 the Corporation reached the ore at both the 815 and 835 levels at Flame & Moth. With multiple ore faces in two mines operating it is anticipated that ore deliveries in the second quarter of 2022 will improve significantly, which should result in a significant increase to Q2 2022 silver production levels. While risks to our outlook remain elevated, the Corporation estimates that Q2 2022 silver production will range between 450,000 and 550,000 ounces; before increasing to effective “run-rate” levels in the second half of the year. Management intends to provide 2022 silver production guidance on May 12, 2022 when it announces its results for the quarter ended March 31, 2022.
The Corporation remains focused on continuing optimization of underground activities as follows:
● | At both the Bermingham and Flame & Moth mines, improving underground cycle times and advance rates in variable ground (quartzite and schist) remains a focus along with continued recruitment, training and retention of miners and maintenance technicians. |
● | Optimization of drilling and blasting techniques in the initial Bermingham longhole ore stopes to minimize dilution and maximize ore recovery. |
● | Underground geotechnical drilling to provide additional information to better forecast and respond to variability in ground conditions in development headings. |
● | Improving underground equipment availability and water management and treatment to enhance underground performance and advance rates. |
Exploration
In May 2022 the Corporation intends to commence a 15,000 m surface exploration drilling program primarily stepping out along favourable permissive structural and stratigraphic trends adjacent to the Bermingham deposit. This work will be focused to the west in
Alexco Resource Corp. ׀ Page 9 |
the vicinity of the Coral Wigwam deposit, and to the northeast towards the Hector-Calumet deposit, as well as broader exploration drilling along other known mineralized structural corridors within the Keno Hill and Galena Hill areas.
ERDC
ERDC currently holds a Type B Water Licence (QZ17-076) under the Waters Act to undertake Care and Maintenance activities, which expires in August 2022. In Q1 2021, ERDC entered an application for a renewal of Water Licence QZ17-076 to undertake the reclamation plan and to replace the current care and maintenance Water Licence (the “UKHM Reclamation Plan”). In Q4 2021, this draft UKHM Reclamation Plan successfully completed the adequacy phase of the application process under the authority of the Yukon Water Board and was declared adequate for public review, with public notification expected in Q1 2022.
Economic Climate
Ag, Pb, and Zn historically are the primary metals found within the District.
During FY 2021, the average Ag price was US$25.04 per ounce and traded from a low of US$21.52 per ounce on September 30, 2021 to a high of US$29.58 per ounce on February 1, 2021, while Pb traded between US$0.87 to US$1.13 per pound and Zn traded between US$1.16 to US$1.74 per pound, and the average Canadian-US exchange rate was US0.80 per CAD. As at the date of this MD&A, spot commodity prices are approximately US$25.00 per ounce for Ag, US$1.01 per pound for Pb and US$1.73 per pound for Zn and the Canadian-US exchange rate is approximately US$0.79 per CAD.
Consensus investment analyst forecasts over the next two years for Ag average approximately US$23.48 per ounce, while forecasts for Pb and Zn average approximately US$0.97 per pound and US$1.32 per pound, respectively. The Canadian-US exchange rate consensus forecast for the next two years is US$0.79 per CAD (see “Risk Factors”, including but not limited to “Potential Profitability of Mineral Properties Depends Upon Other Factors Beyond the Control of Alexco” and “General Economic Conditions May Adversely Affect Alexco’s Growth and Profitability” thereunder).
Key financial metrics are summarized as follows:
|
|
|
|
|
|
|
|
|
(expressed in thousands of Canadian dollars, except per share and share amounts) | | Q4 2021 | | Q4 2020 | | FY 2021 | | FY 2020 |
Revenues – Mining operations |
| 2,814 |
| — |
| 19,007 |
| — |
Revenues – Reclamation management |
| 453 |
| 633 |
| 2,495 |
| 2,866 |
Operating Loss |
| (10,646) |
| (11,605) |
| (19,421) |
| (22,333) |
Adjusted Loss Before Taxes1 |
| (10,771) |
| (11,676) |
| (15,301) |
| (22,359) |
Cash and cash equivalents |
| 9,933 |
| 23,742 |
| 9,933 |
| 23,742 |
Net Working Capital1 |
| 1,389 |
| 15,353 |
| 1,389 |
| 15,353 |
Adjusted Net Loss from Continuing Operations1 |
| (6,976) |
| (9,547) |
| (12,605) |
| (16,842) |
Net Loss from Continuing Operations2 |
| (9,069) |
| (15,817) |
| (3,146) |
| (38,570) |
Shareholders |
|
|
|
|
|
|
|
|
Basic and diluted net loss from Continuing Operations per common share2 |
| (0.06) |
| (0.12) |
| (0.02) |
| (0.30) |
Adjusted basic net loss from Continuing Operations per common share1 |
| (0.05) |
| (0.07) |
| (0.09) |
| (0.13) |
Adjusted diluted net loss from Continuing Operations per common share1 |
| (0.04) |
| (0.07) |
| (0.08) |
| (0.13) |
Total assets3 |
| 210,362 |
| 171,667 |
| 210,362 |
| 171,667 |
Total non-current liabilities |
| 7,437 |
| 10,949 |
| 7,437 |
| 10,949 |
Alexco Resource Corp. ׀ Page 10 |
1. | See “Non-GAAP Measures”. |
2. | Net loss from Continuing Operations for Q4 2021 includes a non-cash fair value loss related to the embedded derivative asset totaling $2,093,000 (2020 – $6,270,000). Net loss from Continuing Operations for FY 2021 includes a non-cash fair value gain related to the embedded derivative asset totaling $9,459,000 (2020 - loss of $21,728,000). |
3. | Total assets increased primarily due to expenditures on mineral properties, plant and equipment. |
Selected financial information for the three most recent years ended is summarized as follows:
The Corporation’s financial results for the year ended December 31, 2021 were impacted by mining operations and the production and sale of concentrate, as well as capitalized expenditures to mineral properties as part of the Corporation’s development activities at its Bermingham and Flame & Moth mines. Additionally, capitalized expenditures to exploration and evaluation assets related to the 2021 surface exploration program, and the fair value adjustment to the embedded derivative asset (due to an overall decline in silver prices during the year) also impacted 2021 financial results. The Corporation’s financial results for the year ended December 31, 2020 were impacted by the February 2020 sale of AEG which was presented as a discontinued operation upon disposal as well as the associated income net of tax from discontinued operations, the August 2020 decision to move Keno Hill to production and its amendment to the Wheaton SPA, mine site maintenance expenditures incurred at the Bellekeno mine, and the fair value adjustment to the embedded derivative asset due to an overall increase in silver prices during the 2020 year, among other factors. The Corporation’s financial results for the year ended December 31, 2019 were also impacted by the February 2020 sale of AEG whereby financial information for the year ended December 31, 2019 related to AEG was presented as a discontinued operation.
Selected financial information for the most recent eight quarters is summarized as follows, reported in thousands of Canadian dollars except for per share amounts:
1. | Sum of all the quarters may not add up to the yearly totals due to rounding. |
Our financial results are primarily driven by concentrate production and Ag prices. Significant changes in any of these factors directly impact our revenue, gross profit (loss), and net income (loss). In addition, significant changes to model inputs for the embedded
Alexco Resource Corp. ׀ Page 11 |
derivative asset (see “Embedded Derivative Asset and Financial Instruments”) can significantly impact net income (loss) and gain (loss) on embedded derivative asset. Throughout the 2020 and 2021 periods, as a result of the Corporation’s decision to re-start and advance Keno Hill to production, significant development activities have occurred affecting expenditures capitalized to mineral properties. During Q1 2020, the Corporation sold its former subsidiary business, Alexco Environmental Group (AEG) and 2020 results include results from continuing and discontinued operations.
General and Administrative Expenses
Corporate general and administrative expenses during Q4 2021 totaled $4,758,000 compared to $4,488,000 for Q4 2020. Both periods included non-cash costs in the amounts of $2,387,000 and $2,220,000 for Q4 2021 and Q4 2020, respectively, which relate to the annual share-based compensation grants to directors, officers and employees and amortization and depreciation expenses.
Corporate general and administrative expenses during FY 2021 totaled $10,487,000 compared to $9,615,000 for FY 2020. The increase in costs in FY 2021 primarily relates to increased salaries and administrative costs to support ramp up of production at site. Both periods included non-cash costs in the amounts of $3,830,000 and $3,603,000 for FY 2021 and FY 2020, respectively, which relate to share-based compensation, and amortization and depreciation expenses.
7. LIQUIDITY, CASH FLOWS AND CAPITAL RESOURCES
Liquidity
The Corporation’s cash and cash equivalents as at December 31, 2021 totaled $9,933,000 compared to $23,742,000 as at December 31, 2020, while net working capital (see “Non-GAAP Measures”) totaled $1,389,000 compared to $15,353,000 at December 31, 2020. The Corporation’s restricted cash and deposits as at December 31, 2021 totaled $2,990,000 compared to $2,932,000 as at December 31, 2020.
The Corporation anticipates it will have sufficient capital resources to service the requirements of its capital and development costs for underground production operations, exploration activities, and corporate offices and administration, for at least the next 12 month period. As of the date of this MD&A, the Corporation is mining from three ore faces at the Flame & Moth mine and mining a longhole ore stope at the Bermingham mine. The Corporation anticipates drawing the US$10,000,000 Facility under the Corporation’s offtake agreement, of which US$5,000,000 was received in March 2022. On January 27, 2022, the Corporation completed an equity financing and issued 2,129,685 flow-through shares with respect to “Canadian exploration expenses” priced at $2.70 per CEE Share, and 1,480,740 flow-through shares with respect to “Canadian development expenses” priced at $2.33 per CDE Share, for aggregate gross proceeds of $9,200,274. The proceeds from the CEE Shares will be used to fund the Corporation’s 2022 surface exploration drilling program and the proceeds from the CDE Shares will be used to fund underground development at the Flame & Moth mine and Bermingham mine. The Corporation believes the Facility, proceeds from the flow-through equity financing, and planned concentrate revenue offsets will be sufficient to ensure completion of scale up of the Bermingham and Flame & Moth mines and central milling facility to reach cash self-sufficiency.
As noted elsewhere in this MD&A, the longer term continuation or increased COVID-19 related workplace and travel restrictions, supply chain interruptions, equipment availability and recruitment/retention of underground miners and maintenance technicians remain a risk to ramp-up and production activities at Keno Hill. Further, any unforeseen capital and development expenditures in excess of current plans, slower than forecasted development advance rates, and funding necessary to achieve the Corporation’s long-term objectives for the ongoing exploration and future development of its mineral properties may require the Corporation to raise additional funding in the future.
The Corporation’s main sources of funding have been from mining operations revenue and reclamation management revenue from ERDC (and prior to February 14, 2020 from environmental services provided through AEG) and equity issuances. All sources of financing reasonably available will be considered to fund future capital requirements should they arise, including but not limited to issuance of new capital, issuance of new debt, and the sale of assets in whole or in part, including mineral property interests or other property interests. There can be no assurance of profitable mining operations or continued access to financing in the future, and an
Alexco Resource Corp. ׀ Page 12 |
inability to generate or secure such funding may require the Corporation to substantially curtail and defer its planned exploration and development activities.
The Corporation’s activities expose it to a variety of financial risks: market risk (currency risk), credit risk, commodity risk and liquidity risk. Risk management is carried out by Management under policies approved by the Board of Directors. Management identifies and evaluates the financial risks in co-operation with the Corporation’s operating units. The Corporation’s overall risk management program seeks to minimize potential adverse effects on the Corporation’s financial performance, in the context of its general capital management objectives as further described in Note 21 of the Corporation’s consolidated financial statements for the year ended December 31, 2021.
The Corporation manages liquidity uncertainty by monitoring actual and projected cash flows on a regular basis to ensure the Corporation can service its contractual obligations and commitments such as flow through financing commitments. Factors that can impact the Corporation’s liquidity are monitored regularly and include operational levels, operating costs, capital costs and foreign exchange rates.
Cash Flows
|
| For the three months ended | | For the years ended | ||||||||
| | December 31 | | December 31 | ||||||||
(expressed in thousands of Canadian dollars) | | 2021 | | 2020 | | 2021 | | 2020 | ||||
| | | | | | | | | | | | |
Cash used in operating activities | | $ | (4,512) | | $ | (8,245) | | $ | (9,072) | | $ | (15,703) |
Cash used in investing activities | |
| (6,901) | |
| (7,137) | |
| (42,854) | |
| (5,368) |
Cash from (used in) financing activities | |
| (858) | |
| (627) | |
| 38,117 | |
| 37,635 |
| | | | | | | | | | | | |
| | $ | (12,271) | | $ | (16,009) | | $ | (13,809) | | $ | 16,564 |
Cash used in operating activities was $4,512,000 for Q4 2021 versus $8,245,000 for Q4 2020. The majority of cash used in operating activities during Q4 2021 was primarily related to operating expenditures from production at the Bellekeno and Bermingham mines, and general and administrative expenses, partially offset by the sale of concentrate from the production of concentrate inventories from the Bellekeno and Bermingham mines. The cash used in operating activities during Q4 2020 were expended on site-based maintenance costs, including costs to advance the Bellekeno deposit to production, non-capital mill refurbishments and general and administrative expenses. Cash used in investing activities was $6,901,000 for Q4 2021 versus $7,137,000 for Q4 2020. The cash used in investing activities during Q4 2021 and Q4 2020 was primarily related to expenditures on mineral properties, plant and equipment in the form of purchases of underground equipment and mill upgrades at Keno Hill. The cash used in financing activities was $858,000 for Q4 2021 versus $627,000 for Q4 2020. The cash used in financing activities in Q4 2021 and Q4 2020 was primarily related to the repayment of lease liabilities.
Cash used in operating activities was $9,072,000 for FY 2021 versus $15,703,000 for FY 2020. The majority of cash used in operating activities for both FY 2021 and FY 2020 was expended on site-based operating expenditures as the Corporation ramps up ore mining operations at Keno Hill, as well as general and administrative expenses. FY 2021 expenditures were partially offset by the sale of concentrate from the production of concentrate inventories from the Bellekeno and Bermingham mines. Cash used in investing activities was $42,854,000 for FY 2021 versus $5,368,000 for FY 2020. The increase in cash used in investing activities was primarily related to the positive decision to proceed to development and production at Keno Hill and the related increased development costs and purchases of underground equipment and mill upgrades at Keno Hill, partially offset by the proceeds from the sale of AEG in FY 2020. Cash from financing activities was $38,117,000 for FY 2021 versus $37,635,000 for FY 2020. The cash from financing activities was primarily related to two equity financings during FY 2021 with net proceeds of $37,955,000 versus two equity financings with net proceeds of $36,090,000 during FY 2020.
Alexco Resource Corp. ׀ Page 13 |
Capital Resources
On November 2, 2020 the Corporation filed a short-form base shelf prospectus (the “Shelf”) 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 allows 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 November 2, 2020. As of the date of this MD&A, $49,651,515 has been applied against this Shelf.
On January 27, 2022, subsequent to year-end, the Corporation completed an equity financing and issued 2,129,685 flow-through shares with respect to “Canadian exploration expenses” priced at $2.70 per CEE Share, and 1,480,740 flow-through shares with respect to “Canadian development expenses” priced at $2.33 per CDE Share, for aggregate gross proceeds of $9,200,274. The proceeds from the CEE Shares will be used to fund the 2022 surface exploration drilling program and the proceeds from the CDE Shares will be used for underground development at the Flame & Moth and Bermingham mines in 2022.
On September 23, 2021, the Corporation and the Offtaker amended the existing offtake agreement to allow for an unsecured revolving Facility for up to US$7,500,000. The Facility allows the Corporation to request prepayments, in US$1,000,000 increments, which are repaid in five monthly instalments against future deliveries of concentrate or in cash. The interest rate on drawn amounts is equal to three month LIBOR + 7.05%. The standby fee on undrawn amounts is 1.5% per annum, payable quarterly. On January 18, 2022, the Corporation and the Offtaker further amended the Facility, increasing the total prepayments allowed under the Facility from US$7,500,000 to US$10,000,000. All other terms of the Facility remain unchanged. In March 2022, the Corporation received a prepayment in the amount of US$5,000,000 under the Facility.
On June 10, 2021, the Corporation completed an equity financing and issued 8,214,450 common shares at a price of $3.50 per share for aggregate gross proceeds of $28,750,575, for which such proceeds were used as follows:
1. | Net proceeds of $3,575,599 from the exercise in full of the underwriter’s over-allotment option were added to general working capital. |
2. | Approximate amounts expended as of the date of this MD&A. |
On January 28, 2021, the Corporation completed an equity financing and issued 2,053,670 flow-through shares with respect to “Canadian exploration expenses” priced at $4.48 per CEE Share, and 651,100 flow-through shares with respect to “Canadian development expenses” priced at $3.84 per CDE Share, for aggregate gross proceeds of $11,700,666, for which such proceeds were used as follows:
Alexco Resource Corp. ׀ Page 14 |
1.Approximate amounts expended as of the date of this MD&A.
The Corporation holds a $1,250,000 promissory note receivable that is payable to Alexco on December 31, 2022, bearing interest of 5%.
The following table summarizes the current contractual obligations of the Corporation and associated payment requirements over the next five years and thereafter:
Share Data
As at the date of this MD&A, the Corporation has 155,250,902 common shares issued and outstanding. In addition, there are outstanding incentive share options exercisable into a further 8,463,118 common shares, warrants to be settled by way of common shares issued from treasury for a further 2,000,000 common shares, restricted share units to be settled by way of common shares issued from treasury for a further 1,102,735 common shares and deferred share units to be settled by way of common shares issued from treasury for a further 894,000 common shares.
Off-Balance Sheet Arrangements
Alexco has no off-balance sheet arrangements as defined by National Instrument 52-109.
8. EMBEDDED DERIVATIVE ASSET AND FINANCIAL INSTRUMENTS
Embedded Derivative Asset
The fair value of the embedded derivative asset related to the Wheaton SPA was estimated based on the discounted future cash flows using a probability-based dynamic valuation model resulting in a fair value adjustment during the years ended December 31, 2021, of $9,459,000 (2020 – ($21,728,000)), respectively. The model relies upon inputs from the current mine plan less payable ounces already delivered. The model is updated quarterly for the Corporation’s credit spread, Wheaton’s credit spread, risk-free yield curve, silver price forward curve, historical silver price volatility, mineral reserves and resources and the production profile. Management estimates mineral reserves and resources and production profile, based on information compiled and reviewed by management’s experts. Payments from Wheaton are inversely related to the silver price; if, for example, silver prices were to increase or decrease from the current spot and forward prices as at December 31, 2021 by 10% per ounce and all other assumptions remained the same, the approximate derivative asset value would be $18,843,000 and $27,559,000, respectively.
The valuation model for the embedded derivative asset related to the Wheaton SPA relies upon inputs from the current mine plan incorporating the payable ounces already delivered. It is also revised for updated studies, mine plans and actual production. Furthermore, the valuation model for the embedded derivative asset is updated quarterly to utilize a probability-based dynamic valuation model as opposed to a static valuation model. As such, the discount rate used and Ag price assumptions being updated quarterly are based on the risk-free yield curve and Ag price forward curve at quarter end.
Alexco Resource Corp. ׀ Page 15 |
The following table summarizes the expected stand-alone impact on the embedded derivative asset value based on changes in model inputs:
Dynamic Model Input Change |
| Expected Impact on Embedded Derivative Asset Value |
Ag Price Increase | | Decrease |
Ag Price Volatility Increase | | Decrease |
Foreign Exchange: US dollar appreciates compared to CDN dollar | | Increase |
Risk Free Yield Increase | | Decrease |
Management expects that changes in the fair value of the embedded derivative asset during production will largely be driven by the risk-free yield curve, Ag price forward curve and production rate. In volatile Ag price environments, the valuation changes to the embedded derivative asset are expected to be material.
Financial Instruments
The Corporation’s financial instruments include its cash and cash equivalents, its restricted cash, its accounts and other receivables, its accounts payable and accrued liabilities, its promissory note receivable, and its investment in marketable securities.
Substantially all the Corporation’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.
As at December 31, 2021, a total of $2,990,000 of the Corporation’s restricted cash and deposits represents cash collateral posted with a surety company to underwrite surety bonds for security in respect of mine-site reclamation at certain of the Corporation’s mineral properties. The balance of the Corporation’s restricted cash and deposits represent security provided in respect of certain long-term operating lease commitments. The term deposits held as at December 31, 2021 as individual financial instruments carry initial maturity periods of one year or less. They have been classified as investments and accordingly are carried at amortized cost. All term deposits held are investment grade, low risk investments, generally yielding between 0.05% and 0.3% per annum, and their carrying amounts approximate their fair values given their short terms and low yields.
The Corporation’s accounts and other receivables as at December 31, 2021 total $3,073,000, and primarily relate to a receivable from a government agency and provisionally priced trade receivables from the Corporation’s Offtaker. The Corporation is exposed to credit losses due to the non-performance of its counterparties. The Corporation’s customer for the current reclamation management operations (carried out by ERDC) is a government body and therefore is not considered a material risk. Provisionally priced trade receivables consist of amounts receivable under the Corporation’s offtake agreement. Changes in the fair value of these receivables are recorded as other revenue within mining operations revenue at each period end using quoted forward metals prices obtained from futures exchanges. Provisionally priced trade receivables were recorded at fair value as at December 31, 2021.
The Corporation’s promissory note receivable as at December 31, 2021 totals $1,250,000 and relates to the sale of its former subsidiary business, Alexco Environmental Group (AEG). The Corporation is exposed to credit losses due to the potential non-performance of this counterparty. The maturity date of the promissory note receivable is December 31, 2022, bearing interest of 5% for the duration of this period and payable on maturity. The Corporation considered the expected lifetime credit losses to be nominal as at December 31, 2021.
The carrying amounts of the Corporation’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, provisionally priced trade receivables, and the embedded derivative asset are adjusted to fair value at each balance sheet date. The fair values of all of the Corporation’s financial instruments measured as at December 31, 2021, other than the marketable securities that are included in investments, constitute Level 2 and Level 3 measurements within the fair value hierarchy defined under IFRS. The fair value of the investments in marketable securities constitute Level 1 measurements.
Alexco Resource Corp. ׀ Page 16 |
All of the Corporation’s mineral properties, plant and equipment are located in Canada and all of its mining operations occur in Canada. With development recommencing at the Keno Hill Silver District, the Corporation’s exposure to US dollar currency risk increases as some accounts payable and accrued liabilities are 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.
9. KEY MANAGEMENT COMPENSATION
The remuneration of directors and those persons having authority and responsibility for planning, directing, and controlling activities of the Corporation is as follows:
|
| For the years ended December 31 | ||||
(expressed in thousands of Canadian dollars) | | 2021 | | 2020 | ||
| | | | | | |
Salaries and other short-term benefits | | $ | 2,021 | | $ | 1,942 |
Share-based compensation | |
| 2,879 | |
| 1,979 |
| | $ | 4,900 | | $ | 3,921 |
10. CRITICAL ACCOUNTING POLICIES, ESTIMATES AND JUDGMENTS
The Corporation adopted a new accounting policy related to Revenue recognition and early adopted a new accounting standard IAS 16, Property, Plant and Equipment: Proceeds before Intended Use, which are described in Notes 3 and 4 of Alexco’s December 31, 2021 annual consolidated financial statements. All other significant accounting policies as well as significant judgments and estimates are consistent with those presented in Notes 3 and 5 of Alexco’s December 31, 2021 annual consolidated financial statements.
The Corporation presents non-GAAP measures, which are not defined in IFRS. A description and calculation of the measures are given below and may differ from similarly named measures provided by other issuers. We disclose these measures because we believe it assists readers in understanding Alexco’s financial position. These measures should not be considered in isolation or used in substitute for other measures prepared in accordance with IFRS.
Adjusted Loss Before Taxes, Adjusted Net Loss from Continuing Operations and Adjusted basic and diluted net loss from Continuing Operations per common share
The Adjusted Loss Before Taxes excludes amounts recorded with respect to the change in fair value on the embedded derivative asset related to the Wheaton SPA, and within this MD&A is provided before tax, net of tax and on a per-share basis (see Adjusted Net Loss from Continuing Operations and Adjusted basic and diluted net loss from Continuing Operations per common share). These measures are used by management to facilitate comparability between periods, and are believed to be relevant to external users for the same reason. They are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
Alexco Resource Corp. ׀ Page 17 |
These measures are reconciled to Loss Before Taxes from the consolidated statements of loss and comprehensive loss for FY 2021 and FY 2020. Adjusted basic and diluted net loss from Continuing Operations per common share has been calculated using the same weighted average number of common shares outstanding included in the consolidated statements of loss and comprehensive loss for FY 2021 and FY 2020. The reconciliation for Q4 2021, Q4 2020, FY 2021, and FY 2020 is as follows:
Net Working Capital
Consolidated net working capital comprises those components of current assets and liabilities which support and result from the Corporation’s ongoing running of its current operations. It is provided to give a quantifiable indication of the Corporation’s short-term cash generation ability and business efficiency. As a measure linked to current operations and sustainability of the business, net working capital includes: cash and cash equivalents, accounts and other receivables, inventories, prepaid expenses and other, and promissory note receivable, less accounts payable and accrued liabilities, and lease liabilities. Excluded components are current portion of embedded derivative asset and other current liabilities.
12. DISCLOSURE CONTROLS AND PROCEDURES
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 International Financial Reporting Standards, and that Alexco receipts and expenditures are made only in accordance with authorizations of management and Alexco’s directors; and |
(iii) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Alexco assets that could have a material effect on Alexco’s financial statements. |
Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Alexco Resource Corp. ׀ Page 18 |
Management assessed the effectiveness of Alexco’s internal control over financial reporting as at December 31, 2020, 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, 2021.
The effectiveness of Alexco’s internal control over financial reporting as at December 31, 2021 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, 2021 that has materially affected, or is reasonably likely to materially affect, Alexco’s internal control over financial reporting.
Risk factors identified by the Corporation, as well as risks not currently known to the Corporation or that the Corporation currently deems to be immaterial, could materially affect the Corporation’s future business, financial condition, results of operations, earnings and prospects, and could cause events to differ materially from those described in forward-looking statements relating to the Corporation. Readers are encouraged to review other specific risk factors which are discussed elsewhere in this MD&A, as well as in the Corporation’s consolidated financial statements (under the headings “Description of Business and Nature of Operations”, “Significant Accounting Policies” and “Financial Instruments” and elsewhere within that document) and the list of risk factors identified by the Corporation in the Corporation’s Annual Information Form for the year ended December 31, 2021.
14. 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 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 timelines, requirements for additional capital and sources, uses of funds, and the Corporation’s ability to successfully withstand the impact of the COVID-19 pandemic. 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 exploration, development and mining activities; inability of the Corporation to finance the development of its mineral properties; uncertainty of capital costs, operating costs, production and economic returns; 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; uncertainties relating to the interpretation of drill results, the geology, grade and continuity of the Corporation’s mineral deposits; possible variations in resources, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; the Corporation’s need to attract and retain qualified management and technical personnel; accidents, labour disputes and other risks of the mining industry; First Nation rights and title; continued
Alexco Resource Corp. ׀ Page 19 |
capitalization and commercial viability; global economic conditions; competition; risks related to governmental regulation, including environmental regulation; delays or inability of the Corporation in obtaining governmental approvals necessary to develop and operate mines on the Corporation’s properties; inability of the Corporation to obtain additional financing needed to fund certain contingent payment obligations on reasonable terms or at all; variations in interest rates and foreign exchange rates; and the impact of COVID-19 and the instability thereof, including disruption or delay of exploration and mining 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 relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and certain assumptions that management believes are reasonable at the time they are made. In making the forward-looking statements included in this MD&A, the Corporation has applied several material assumptions, including, but not limited to, the assumption that: (1) additional financing may be needed to fund certain contingent payment obligations to Wheaton; (2) additional financing needed for the capacity related refund under the SPA with Wheaton will be available on reasonable terms; (3) additional financing needed for further exploration and development work on the Corporation’s properties will be available on reasonable terms; (4) the proposed development of its mineral projects will be viable operationally and economically and proceed as planned; (5) market fundamentals will result in sustained silver, gold, lead and zinc demand and prices, and such prices will not be materially lower than those estimated by management in preparing the consolidated financial statements for the year ended December 31, 2021; (6) market fundamentals will result in sustained silver, gold, lead and zinc demand and prices, and such prices will be materially consistent with or more favourable than those anticipated in the PFS; (7) the actual nature, size and grade of its Mineral Reserves and Mineral Resources are materially consistent with the Mineral Reserve and Mineral Resource estimates reported in the supporting technical reports, including the PFS; (8) labour 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 Mineral 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 as the Keno Hill project is developed. Other material factors and assumptions are discussed throughout this MD&A and, in particular, under the headings “Critical Accounting Estimates and Judgments” and “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.
Alexco Resource Corp. ׀ Page 20 |
15. SUMMARY OF MINERAL RESERVE AND RESOURCE ESTIMATES
The following tables sets forth the estimated Probable Mineral Reserves and Mineral Resources for the Corporation’s mineral properties within the KHSD as outlined in the Technical Report filed under NI 43-101 on SEDAR on May 26, 2021, and further described in the press release dated May 26, 2021 entitled, “Alexco Announces 22% Increase to Silver Reserves; Updated Technical Report Demonstrates Robust Economics at Keno Hill”, and as further described in the press release dated January 18, 2022 entitled, “Alexco Reports 43% Expansion of Bermingham Indicated Resource to 47 Million Ounces of Silver at 939 Grams per Tonne; Remains Open”:
Summary of Mineral Reserves Estimates
|
| | | | | | | | | | | | | Contained Metal | ||||||
Deposit2,3 | | Category | | Tonnes | | Ag (g/t) | | Pb (%) | | Zn (%) | | Au (g/t) | | Ag (000 oz) | | Au (000 oz) | | Pb (M Ibs) | | Zn (M Ibs) |
Bellekeno1 |
| Proven |
| — |
| — |
| — |
| — |
| — |
|
|
|
|
|
|
|
|
|
| Probable |
| 12,809 |
| 936 |
| 13.00 |
| 7.30 |
| 0 |
| 385 |
| 0 |
| 4 |
| 2 |
Bellekeno Surface Stockpile1 |
| Proven |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Probable |
| 3,397 |
| 1,150 |
| 21.70 |
| 4.50 |
| 0 |
| 126 |
| 0 |
| 2 |
| 0 |
Lucky Queen |
| Proven |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
|
|
| Probable |
| 70,648 |
| 1,269 |
| 2.71 |
| 1.56 |
| 0.13 |
| 2,883 |
| 0 |
| 4 |
| 2 |
Flame and Moth |
| Proven |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
|
|
| Probable |
| 721,322 |
| 672 |
| 2.69 |
| 6.21 |
| 0.49 |
| 15,590 |
| 11 |
| 43 |
| 99 |
Bermingham |
| Proven |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
|
|
| Probable |
| 630,173 |
| 899 |
| 2.26 |
| 1.30 |
| 0.13 |
| 18,209 |
| 3 |
| 31 |
| 18 |
Total |
| Proven |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
|
|
| Probable |
| 1,438,349 |
| 804 |
| 2.64 |
| 3.84 |
| 0.31 |
| 37,193 |
| 14 |
| 84 |
| 122 |
Notes:
1. | Mineral Reserves reported herein are dated May 26, 2021 and do not include depletion since that time. |
2. | The Mineral Reserves are based on an NSR cutoff value using estimated metallurgical recoveries, assumed metal prices and smelter terms, which include payable factors, treatment charges, penalties, and refining charges |
3. | Tonnage and grade measurements are in metric units. Contained gold and silver ounces are reported as troy ounces |
4. | The Bellekeno, Lucky Queen, Flame & Moth and Bermingham deposits are incorporated into the current mine plan supported by disclosure in the news release dated May 26, 2021 entitled “Alexco Announces 22% Increase to Silver Reserves; Updated Technical Report Demonstrates Robust Economics at Keno Hill”. |
5. | Rounding as required by reporting guidelines may result in apparent summation differences between tonnes, grade and contained metal content. |
Summary of Indicated and Inferred Resource Estimates
Category |
| Deposit |
| Tonnes |
| Ag (g/t) |
| Au (g/t) |
| Pb (%) |
| Zn (%) |
| Contained Ag (oz) |
Indicated |
| Bellekeno |
| 213,000 |
| 620 |
| n/a |
| 5.5 | % | 5.5 | % | 4,246,000 |
|
| Lucky Queen |
| 132,300 |
| 1,167 |
| 0.2 |
| 2.4 | % | 1.6 | % | 4,964,000 |
|
| Flame & Moth |
| 1,679,000 |
| 498 |
| 0.4 |
| 1.9 | % | 5.3 | % | 26,883,000 |
|
| Onek |
| 700,200 |
| 191 |
| 0.6 |
| 1.2 | % | 11.9 | % | 4,300,000 |
|
| Bermingham |
| 1,562,700 |
| 939 |
| 0.2 |
| 2.6 | % | 1.7 | % | 47,210,000 |
Total Indicated |
|
|
| 4,287,200 |
| 635 |
| 0.3 |
| 2.2 | % | 5.0 | % | 87,603,000 |
Inferred |
| Bellekeno |
| 302,000 |
| 359 |
| n/a |
| 2.5 | % | 5.4 | % | 3,486,000 |
|
| Lucky Queen |
| 257,900 |
| 473 |
| 0.1 |
| 1.0 | % | 0.8 | % | 3,922,000 |
|
| Flame & Moth |
| 365,200 |
| 356 |
| 0.3 |
| 0.5 | % | 4.3 | % | 4,180,000 |
|
| Onek |
| 285,100 |
| 118 |
| 0.4 |
| 1.2 | % | 8.3 | % | 1,082,000 |
|
| Bermingham |
| 843,400 |
| 735 |
| 0.2 |
| 2.0 | % | 1.3 | % | 19,930,000 |
Total Inferred |
|
|
| 2,053,600 |
| 494 |
| 0.2 |
| 1.6 | % | 3.3 | % | 32,600,000 |
Notes:
1. | All Mineral Resources are classified following the CIM Definition Standards for Mineral Resources and Mineral Reserves (May 2014) of NI 43-101. |
2. | Indicated Mineral Resources are inclusive of Probable Mineral Reserves estimates. |
Alexco Resource Corp. ׀ Page 21 |
3. | Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. All numbers have been rounded to reflect the relative accuracy of the estimates. |
4. | The Mineral Resource estimates comprising Lucky Queen and Flame & Moth, and Onek are supported by disclosure in the news release dated May 26, 2021 entitled “Alexco Announces 22% Increase to Silver Reserves; Updated Technical Report Demonstrates Robust Economics at Keno Hill”. |
5. | The Mineral Resource estimate for the Bermingham deposit is supported by disclosure in the news release dated January 18, 2022 entitled “Alexco Reports 43% Expansion of Bermingham Indicated Resource to 47 Million Ounces of Silver at 939 Grams per Tonne; Remains Open” and the Mineral Resource estimate has an effective date of November 30, 2021. |
6. | The Mineral Resource estimate for the Lucky Queen, Flame & Moth and Onek deposits have an effective date of January 3, 2017. |
7. | The Mineral Resource estimate for the Bellekeno deposit is based on an internal Mineral Resource estimate completed by Alexco Resource Corp. and externally audited by SRK Consulting Inc., having an effective date of January 01, 2021. This Mineral Resource estimate has been depleted to reflect all mine production from Bellekeno to the end of December 2020. |
Summary of Historical Resource Estimates
| | |
| Tonnes |
| Ag (g/t) |
| Au (g/t) |
| Pb (%) |
| Zn (%) |
| Contained Ag (oz) |
Historical Resources | | Silver King1,2 |
| | | | | | | | | | | |
| | Proven, probable and indicated |
| 99,000 |
| 1,354 |
| n/a |
| 1.6 | % | 0.1 | % | 4,310,000 |
| | Inferred |
| 22,500 |
| 1,456 |
| n/a |
| 0.1 | % | n/a |
| 1,057,000 |
Notes:
1. | Historical resources for Silver King were estimated by UKHM, as documented in an internal report entitled “Mineral Resources and Mineable Ore Reserves” dated March 9, 1997. The historical resources were estimated based on a combination of surface and underground drill holes and chip samples taken on the vein and calculated using the polygonal (block) model and the 1997 CIM definitions for resource categories. Verification of the estimate would require new drill holes into a statistically significant number of the historical resource blocks and/or a combination of on-vein sampling. A Qualified Person (as defined by NI 43-101) has not done sufficient work to classify this estimate of historical resources as current Mineral Resources or Mineral Reserves, nor is Alexco treating this historical estimate as current Mineral Resources or Mineral Reserves. |
2. | The disclosure regarding the summary of historical Mineral Resources for Alexco’s mineral properties within the Keno Hill District has been reviewed and approved by Neil Chambers, P.Eng., Mine Superintendent and a Qualified Person as defined by NI 43-101. |
16. TECHNICAL DISCLOSURE CAUTIONARY NOTE TO U.S. INVESTORS – INFORMATION CONCERNING PREPARATION OF RESOURCE ESTIMATES
The material scientific and technical information in respect of Alexco’s Keno Hill Silver District project in the MD&A, unless otherwise indicated, is based upon the information contained in the PFS. Readers are encouraged to read the PFS, which is available under the Corporation’s profile on SEDAR, for detailed information concerning KHSD. All disclosure contained in this MD&A regarding the Mineral Reserves and Mineral Resource estimates and economic analysis on the property is fully qualified by the full disclosure contained in the PFS.
A production decision which is made without a feasibility study of Mineral Reserves demonstrating economic and technical viability carries additional potential risks which include, but are not limited to, the risk that additional detailed work may be necessary with respect to mine design and mining schedules, metallurgical flow sheets and process plant designs, and the noted inherent risks pertaining to the inclusion of approximately 2% Inferred Mineral Resources (as defined herein) in the mine plan.
This MD&A has been prepared in accordance with the requirements of Canadian provincial securities laws, which differ from the requirements of U.S. securities laws. As a result, the Corporation reports the mineral reserves and resources of the projects it has an interest in according to Canadian standards. Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43 101 - Standards of Disclosure for Mineral Projects (“NI 43 101”). NI 43 101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. These standards differ from the requirements of the SEC that are applicable to domestic United States reporting companies under subpart 1300 of Regulation S-K (“S K 1300”) under the Exchange Act. As an issuer that prepares and files its reports with the SEC pursuant to the multi-jurisdictional disclosure system of the Exchange Act, the Corporation is not subject to the requirements of S K 1300. Any mineral reserves and mineral resources reported by the Corporation in accordance with NI 43 101 may not qualify as such under or differ from those prepared in accordance with S K 1300. Accordingly, information included or incorporated
Alexco Resource Corp. ׀ Page 22 |
by reference in this MD&A concerning descriptions of mineralization and estimates of mineral reserves and resources under Canadian standards may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements of S K 1300.
Additional Information
Additional information relating to Alexco, including Alexco’s Annual Information Form for the year ended December 31, 2021 can be found on the Corporation’s profile on SEDAR at www.sedar.com and on the Corporation’s website at www.alexcoresource.com and the Edgar website at www.sec.gov.
Alexco Resource Corp. ׀ Page 23 |
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 21, 2022 | 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 21, 2022 | 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, 2021 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 21, 2022 | /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, 2021 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 21, 2022 | /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, 2021 of Alexco Resource Corp. of our report dated March 21, 2022, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in the Exhibit incorporated by reference in this Annual Report.
We also consent to reference to us under the heading “Interests of Experts,” which appears in the Annual Information Form included in the Exhibit incorporated by reference in this Annual Report on Form 40-F, which is incorporated by reference in such Registration Statement.
/s/PricewaterhouseCoopers LLP
Chartered Professional Accountants
Vancouver, Canada
March 21, 2022
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, www.pwc.com/ca
“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.
Exhibit 99.9
Mining Plus Canada
March 21, 2022
TO:Alexco Resource Corp.
British Columbia Securities Commission
Ontario Securities Commission
Alberta Securities Commission
Saskatchewan Financial Services Commission
Manitoba Securities Commission
United States Securities and Exchange Commission
Toronto Stock Exchange
Re:Alexco Resource Corp. (the "Company")
Consent of Expert
Reference is made to the technical report entitled "NI 43-101 Technical Report on Updated Mineral Resource and Reserve Estimate of Keno Hill Silver District" with an effective date of April 1, 2021 and dated May 26, 2021 (the "Report").
In connection with the Company's annual information form dated March 21, 2022 for the year ended December 31, 2021 (the "AIF"), the Company's Annual Report on Form 40-F for the year ended December 31, 2021 (the "Form 40-F") and Company's Registration Statement on Form F-10 (File No. 333-249529) (the "Form F-10" and, together with the AIF and Form 40-F, the "Filings"), I, Kourosh Tarighi, P.Eng., on behalf of myself and Mining Plus Canada, consent to the use of my name and Mining Plus Canada’s name and references to the Report, or portions thereof, in the Filings and to the inclusion or incorporation by reference of information derived from the Report in the Filings.
I confirm that I have read the Filings and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Report or that are within my knowledge as a result of the services performed by me in connection with the Report.
|
| Yours truly, |
| | |
| | /s/ Kourosh Tarighi |
|
| |
|
| Kourosh Tarighi, P.Eng. |
Exhibit 99.10
Mining Plus Canada
March 21, 2022
TO:Alexco Resource Corp.
British Columbia Securities Commission
Ontario Securities Commission
Alberta Securities Commission
Saskatchewan Financial Services Commission
Manitoba Securities Commission
United States Securities and Exchange Commission
Toronto Stock Exchange
Re:Alexco Resource Corp. (the "Company")
Consent of Expert
Reference is made to the technical report entitled "NI 43-101 Technical Report on Updated Mineral Resource and Reserve Estimate of Keno Hill Silver District" with an effective date of April 1, 2021 and dated May 26, 2021 (the "Report").
In connection with the Company's annual information form dated March 21, 2022 for the year ended December 31, 2021 (the "AIF"), the Company's Annual Report on Form 40-F for the year ended December 31, 2021 (the "Form 40-F") and Company's Registration Statement on Form F-10 (File No. 333-249529) (the "Form F-10" and, together with the AIF and Form 40-F, the "Filings"), I, Zach Allwright, P.Eng., on behalf of myself and Mining Plus Canada, consent to the use of my name and Mining Plus Canada’s name and references to the Report, or portions thereof, in the Filings and to the inclusion or incorporation by reference of information derived from the Report in the Filings.
I confirm that I have read the Filings and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Report or that are within my knowledge as a result of the services performed by me in connection with the Report.
|
| Yours truly, |
| | |
| | /s/ Zach Allwright |
|
| |
|
| Zach Allwright, P.Eng. |
Exhibit 99.11
Mining Plus Canada
March 21, 2022
TO:Alexco Resource Corp.
British Columbia Securities Commission
Ontario Securities Commission
Alberta Securities Commission
Saskatchewan Financial Services Commission
Manitoba Securities Commission
United States Securities and Exchange Commission
Toronto Stock Exchange
Re:Alexco Resource Corp. (the "Company")
Consent of Expert
Reference is made to the technical report entitled "NI 43-101 Technical Report on Updated Mineral Resource and Reserve Estimate of Keno Hill Silver District" with an effective date of April 1, 2021 and dated May 26, 2021 (the "Report").
In connection with the Company's annual information form dated March 21, 2022 for the year ended December 31, 2021 (the "AIF"), the Company's Annual Report on Form 40-F for the year ended December 31, 2021 (the "Form 40-F") and Company's Registration Statement on Form F-10 (File No. 333-249529) (the "Form F-10" and, together with the AIF and Form 40-F, the "Filings"), I, Paul Hughes, Ph.D, P.Eng., on behalf of myself and Mining Plus Canada, consent to the use of my name and Mining Plus Canada’s name and references to the Report, or portions thereof, in the Filings and to the inclusion or incorporation by reference of information derived from the Report in the Filings.
I confirm that I have read the Filings and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Report or that are within my knowledge as a result of the services performed by me in connection with the Report.
|
| Yours truly, |
| | |
| | /s/ Paul Hughes |
|
| |
|
| Paul Hughes, Ph.D., P.Eng. |
Exhibit 99.12
Tetra Tech Canada Inc.
March 21, 2022
TO:Alexco Resource Corp.
British Columbia Securities Commission
Ontario Securities Commission
Alberta Securities Commission
Saskatchewan Financial Services Commission
Manitoba Securities Commission
United States Securities and Exchange Commission
Toronto Stock Exchange
Re:Alexco Resource Corp. (the "Company")
Consent of Expert
Reference is made to the technical report entitled "NI 43-101 Technical Report on Updated Mineral Resource and Reserve Estimate of Keno Hill Silver District" with an effective date of April 1, 2021 and dated May 26, 2021 (the "Report").
In connection with the Company's annual information form dated March 21, 2022 for the year ended December 31, 2021 (the "AIF"), the Company's Annual Report on Form 40-F for the year ended December 31, 2021 (the "Form 40-F") and Company's Registration Statement on Form F-10 (File No. 333-249529) (the "Form F-10" and, together with the AIF and Form 40-F, the "Filings"), I, Hassan Ghaffari, P.Eng., on behalf of myself and Tetra Tech Canada Inc., consent to the use of my name and Tetra Tech Canada Inc.’s name and references to the Report, or portions thereof, in the Filings and to the inclusion or incorporation by reference of information derived from the Report in the Filings.
I confirm that I have read the Filings and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Report or that are within my knowledge as a result of the services performed by me in connection with the Report.
|
| Yours truly, |
| | |
| | /s/ Hassan Ghaffari |
|
| |
|
| Hassan Ghaffari, P.Eng. |
Exhibit 99.13
SRK Consulting (Canada) Inc.
March 21, 2022
TO:Alexco Resource Corp.
British Columbia Securities Commission
Ontario Securities Commission
Alberta Securities Commission
Saskatchewan Financial Services Commission
Manitoba Securities Commission
United States Securities and Exchange Commission
Toronto Stock Exchange
Re:Alexco Resource Corp. (the "Company")
Consent of Expert
Reference is made to the technical report entitled "NI 43-101 Technical Report on Updated Mineral Resource and Reserve Estimate of Keno Hill Silver District" with an effective date of April 1, 2021 and dated May 26, 2021 (the "Report").
In connection with the Company's annual information form dated March 21, 2022 for the year ended December 31, 2021 (the "AIF"), the Company's Annual Report on Form 40-F for the year ended December 31, 2021 (the "Form 40-F") and Company's Registration Statement on Form F-10 (File No. 333-249529) (the "Form F-10" and, together with the AIF and Form 40-F, the "Filings"), I, Gilles Arseneau, Ph.D., P. Geo., on behalf of myself and SRK Consulting (Canada) Inc., consent to the use of my name and SRK Consulting (Canada) Inc.’s name and references to the Report, or portions thereof, in the Filings and to the inclusion or incorporation by reference of information derived from the Report in the Filings.
I confirm that I have read the Filings and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Report or that are within my knowledge as a result of the services performed by me in connection with the Report.
|
| Yours truly, |
| | |
| | /s/ Gilles Arseneau |
|
| |
|
| Gilles Arseneau, Ph.D., P. Geo. |
Exhibit 99.14
SRK Consulting (Canada) Inc.
March 21, 2022
TO:Alexco Resource Corp.
British Columbia Securities Commission
Ontario Securities Commission
Alberta Securities Commission
Saskatchewan Financial Services Commission
Manitoba Securities Commission
United States Securities and Exchange Commission
Toronto Stock Exchange
Re:Alexco Resource Corp. (the "Company")
Consent of Expert
Reference is made to the technical report entitled "NI 43-101 Technical Report on Updated Mineral Resource and Reserve Estimate of Keno Hill Silver District" with an effective date of April 1, 2021 and dated May 26, 2021 (the "Report").
In connection with the Company's annual information form dated March 21, 2022 for the year ended December 31, 2021 (the "AIF"), the Company's Annual Report on Form 40-F for the year ended December 31, 2021 (the "Form 40-F") and Company's Registration Statement on Form F-10 (File No. 333-249529) (the "Form F-10" and, together with the AIF and Form 40-F, the "Filings"), I, Cliff Revering, P.Eng., on behalf of myself and SRK Consulting (Canada) Inc., consent to the use of my name and SRK Consultiung (Canada) Inc.’s name and references to the Report, or portions thereof, in the Filings and to the inclusion or incorporation by reference of information derived from the Report in the Filings.
I confirm that I have read the Filings and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Report or that are within my knowledge as a result of the services performed by me in connection with the Report.
|
| Yours truly, |
| | |
| | /s/ Cliff Revering |
|
| |
|
| Cliff Revering, P.Eng. |
Exhibit 99.15
CONSENT
TO: | United States Securities and Exchange Commission |
Ontario Securities Commission
Saskatchewan Financial Services Commission
Manitoba Securities 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, 2021 (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. 333-249529) of the AIF.
Dated this 21st day of March, 2022.
Yours truly,
/s/ Alan McOnie |
Alan McOnie, FAusIMM |
Exhibit 99.16
CONSENT
TO: | United States Securities and Exchange Commission |
Ontario Securities Commission
Saskatchewan Financial Services Commission
Manitoba Securities 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, 2021 (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. 333-249529) of the AIF.
Dated this 21st day of March, 2022.
Yours truly,
/s/ Sebastien Tolgyesi |
Sebastien Tolgyesi, P.Eng., P.Geo. |