UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2017                                                                                                                                                                                                                                

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 001-33190

 

MCEWEN MINING INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

Colorado

 

84-0796160

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

150 King Street West, Suite 2800, Toronto, Ontario Canada
(Address of principal executive offices)

 

M5H 1J9
(Zip Code)

 

(866) 441-0690

(Registrant’s telephone number, including area code)

 

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

 

 

Common Stock, no par value

NYSE

Title of each class

Name of each exchange on which registered

 

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐  No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐  No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒  No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and emerging growth company in Rule 12b‑2 of the Exchange Act.

 

 

Large accelerated filer ☒

Accelerated filer  ☐

Non-accelerated filer ☐

Smaller reporting company ☐

(Do not check if a  smaller reporting company)

Emerging growth company  ☐

If an emerging growth company, 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 is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐  No ☒

As of June 30, 2017 (the last business day of the registrant’s second fiscal quarter), the aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant was $613,010,302 based on the closing price of $2.63 per share as reported on the NYSE.  There were 337,054,594 shares of common stock outstanding on February 20, 2018.

DOCUMENTS INCORPORATED BY REFERENCE:  Portions of the Proxy Statement for the 2018 Annual Meeting of Shareholders are incorporated into Part III, Items 10 through 14 of this report.

 

 

 

 


 

 

EXPLANATORY NOTE

 

McEwen Mining Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the year ended December 31, 2017 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 21, 2018 (the “Original Filing”) to amend Item 15 of Part IV of the Original Filing,  pursuant to Rule 3-09 of Regulation S-X, to include the financial statements and related notes of Minera Santa Cruz S.A (“MSC”), a significant equity investee in which the Company holds a 49% equity ownership interest. In addition, the Company is filing the consent of the independent auditors and, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s Chief Executive Officer and Chief Financial Officer are filed as exhibits to this Amendment.

 

Rule 3-09 of Regulation S-X provides that if a 50%-or-less-owned person accounted for by the equity method meets the first or third condition of the significant subsidiary tests set forth in Rule 1-02(w) of Regulation S-X, substituting 20% for 10%, separate financial statements for such 50%-or-less-owned person shall be filed. These financial statements shall be prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) or International Financial Reporting Standards (“IFRS”). MSC met the significant subsidiary test described above for the Company’s fiscal years ending December 31, 2017, 2016 and 2015 and accordingly, the Company has included in this Form 10-K/A the required Statements of Financial Position as of December 31, 2017 and 2016, and the related Statements of Profit (Loss) and Other Comprehensive Profit (Loss), Changes in Equity, and Cash Flows for the years ended December 31, 2017, 2016 and 2015, and the accompanying Notes to the Financial Statements of MSC, prepared in accordance with IFRS. We caution readers that the MSC financial results included in our Annual Report on Form 10-K are presented in accordance with US GAAP, and may therefore differ from the MSC results presented as separate financial statements reported under IFRS.

 

These statements and accompanying notes were required to be audited only for those fiscal years in which either the first or third condition of the significant subsidiary tests set forth in Rule 1-02(w), substituting 20% for 10%, is met. The Company’s significance test is calculated as of the end of its fiscal year and for its fiscal year.

 

No attempt has been made in this Amendment to modify or update the disclosures in the Original Filing except as required to reflect the effect of the revisions discussed herein. Except as otherwise noted herein, this Amendment continues to describe conditions as of the date of the Original Filing and the disclosures contained herein have not been updated to reflect events, results or developments that occurred after the date of the Original Filing, or to modify or update those disclosures affected by subsequent events. Among other things, forward-looking statements made in the Original Filing have not been revised to reflect events, results or developments that occurred or facts that became known to us after the date of the Original Filing, and such forward-looking statements should be read in conjunction with our filings with the SEC subsequent to the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC subsequent to February 21, 2018. Furthermore, readers are cautioned to review the reliability of information disclosure, contained in our Annual Report on Form 10-K, pertaining to the disclosure of MSC results.

2


 

 

PART IV

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

The exhibits listed in the accompanying exhibit index are filed (except where otherwise indicated) as part of this report. 

3


 

 

EXHIBIT INDEX

 

 

 

2.1*

 

Arrangement Agreement, dated February 13, 2017, by and between the Company and Lexam VG Gold Inc. (incorporated by reference from the Report on Form 8-K filed with the SEC on February 17, 2017, Exhibit 2.1, File No. 001-33190) .

2.2*

 

Asset Purchase Agreement Between the Company and Primero Mining Corp. dated August 25, 2017 (incorporated by reference from the report on Form 8-K/A filed with the SEC on September 1, 2017, Exhibit 2.1, File No. 001-33190) .

3.1.1*

 

Second Amended and Restated Articles of Incorporation of the Company as filed with the Colorado Secretary of State on January 20, 2012 (incorporated by reference from the Report on Form 8‑K filed with the SEC on January 24, 2012, Exhibit 3.1, File No. 001‑33190) .

3.1.2*

 

Articles of Amendment to the Second Amended and Restated Articles of Incorporation of the Company as filed with the Colorado Secretary of State on January 24, 2012 (incorporated by reference from the Report on Form 8‑K filed with the SEC on January 24, 2012, Exhibit 3.2, File No. 001‑33190) .

3.2*

 

Amended and Restated Bylaws of the Company (incorporated by reference from the Report on Form 8‑K filed with the SEC on March 12, 2012, Exhibit 3.2, File No. 001‑33190) .

4.1*

 

Form of Warrant issued to Security Holders (incorporated by reference from the report on Form 8-K filed with the SEC on September 22, 2017, Exhibit 4.1, File No. 001-33190) .

10.1*+

 

Amended and Restated Equity Incentive Plan dated as of March 17, 2015 (incorporated by reference from the report on Form 8-K filed with the SEC on May 29, 2015, Exhibit 4.1, File No. 001-33190) .

10.2*+

 

Form of Stock Option Agreement for executives of the Company (incorporated by reference for the Form 10-K filed with the SEC on March 11, 2016, Exhibit 10.3, File No. 001-33190) .

10.4*+

 

Form of Indemnification Agreement between the Company and its officers and directors (incorporated by reference from the Report on Form 8‑K dated December 7, 2005, Exhibit 10.1, File No. 000‑09137) .

10.7*+

 

Employment Agreement between the Company and Donald Brown dated August 8, 2016.

10.8*+

 

Employment Agreement between the Company and Xavier Ochoa dated September 2, 2016 (incorporated by reference from the Report on Form 8 K filed with the SEC on September 12, 2016, Exhibit 10.1, File No. 001 33190) .

10.9*+

 

English summary of an Agreement between Andes Corporacion Minera S.A and Xavier Ochoa dated September 6, 2016 (incorporated by reference from the Report on Form 8 K filed with the SEC on September 12, 2016, Exhibit 10.2, File No. 001 33190) .

10.10*

 

English Summary of Line of Credit Agreement, dated and finalized November 30, 2017 between Banco Nacional de Comercio Exterior S.N.C.and Compañia Minera Pangea S.A. de C.V. (incorporated by reference to Form 8-K filed with the SEC on December 4, 2017, Exhibit 10.1, File No. 001-33190) .

10.11*

 

Guaranty and Subordination Agreement, dated November 30, 2017, by McEwen Mining Inc. for the benefit of El Banco Nacional de Comercio Exterior, S.N.C. (incorporated by reference to Form 8-K filed with the SEC on December 4, 2017, Exhibit 10.2, File No. 001-33190) .

10.12*

 

Option and Joint Venture Agreement, by and among Minera Andes Inc., Minera Andes S.A., and Mauricio Hochschild & CIA. LTDA., dated March 15, 2001 (the “OJVA”) (incorporated by reference for the Form 10-K filed with the SEC on March 1, 2017, Exhibit 10.12, File No. 001-33190).

10.12.1*

 

First Amendment to OJVA, dated May 14, 2002. (incorporated by reference for the Form 10-K filed with the SEC on March 1, 2017, Exhibit 10.12.1, File No. 001-33190) .

4


 

 

10.12.2*

 

Second Amendment to OJVA, dated August 27, 2002. (incorporated by reference for the Form 10-K filed with the SEC on March 1, 2017, Exhibit 10.12.2, File No. 001-33190) .

10.12.3*

 

Third Amendment to OJVA, dated September 10, 2004. (incorporated by reference for the Form 10-K filed with the SEC on March 1, 2017, Exhibit 10.12.3, File No. 001-33190) .

10.12.4*

 

Fourth Amendment to OJVA, dated September 17, 2010. (incorporated by reference for the Form 10-K filed with the SEC on March 1, 2017, Exhibit 10.12.4, File No. 001-33190) .

16*

 

Letter from KPMG LLP dated December 3, 2015 addressed to the SEC (incorporated by reference to Form 8-K filed with the SEC on December 3, 2015, Exhibit 16.1, File No. 001-33190) .

21*

 

List of subsidiaries of the Company (incorporated by reference for the Form 10-K filed with the SEC on February 21, 2018, Exhibit 21, File No. 001-33190).

23.1*

 

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (incorporated by reference for the Form 10-K filed with the SEC on February 21, 2018, Exhibit 21, File No. 001-33190).

23.2*

 

Consent of KPMG LLP, Independent Registered Public Accounting Firm (incorporated by reference for the Form 10-K filed with the SEC on February 21, 2018, Exhibit 21, File No. 001-33190).

23.3**

 

Consent of Pistrelli, Henry Martin Y Asociados S.R.L, Independent Auditors, regarding report in Exhibit 99.1.

31.1**

 

Certification pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002 for Robert R. McEwen.

31.2**

 

Certification pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002 for Andrew Elinesky.

32**

 

Certification pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002 for Robert R. McEwen and Andrew Elinesky .

99.1**

 

Audited Financial Statements of Minera Santa Cruz S.A. for the years ended December 31, 2017, 2016 and 2015, with Report of Independent Auditor.

101*

 

The following materials from the Company’s Annual Report on Form 10‑K for the year ended December 31, 2017 are filed herewith, formatted in XBRL (Extensible Business Reporting Language): (i) the Audited Consolidated Statements of Operations and Other Comprehensive Income (Loss) for the years ended December 31, 2017, 2016 and 2015, (ii) the Audited Consolidated Balance Sheets as of December 31, 2017 and 2016, (iii) the Audited Consolidated Statement of Changes in Shareholders’ Equity for the years ended December 31, 2017, 2016 and 2015, (iv) the Audited Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015, and (v) the Notes to the Audited Consolidated Financial Statements (incorporated by reference for the Form 10-K filed with the SEC on February 21, 2018, Exhibit 21, File No. 001-33190).

 


*     Previously filed with or incorporated by reference in the original filing filed on February 21, 2018.

**   Filed with this amendment.

+     Indicates management compensatory plan, contract, or arrangement.

 

5


 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the Company caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

MCEWEN MINING INC.

 

 

 

 

 

By:

/s/ Andrew Elinesky

Dated: May 16, 2018

 

Andrew Elinesky, Senior Vice President and
Chief Financial Officer

 

6


Exhibit 23.3

 

Consent of Independent Auditors

 

We consent to the incorporation by reference in the following Registration Statements:

 

(1) Registration Statement (Form S-3 No. 333-204688, effective July 10, 2015) of McEwen Mining Inc., and

 

(2) Registration Statements (Forms S-8 No. 333-112269, 333-144563, 333-144569, 333-179143, 333-179144, 333-204693, and 333-222609) of McEwen Mining Inc.;

 

of our report dated May 14, 2018, with respect to the financial statements of Minera Santa Cruz S.A. included in the Amendment to Annual Report (Form 10-K/A) of McEwen Mining Inc. for the year ended December 31, 2017.

 

 

City of Buenos Aires, Argentina

May 16, 2018

 

 

 

 

 

/s/ PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L.

 

Pistrelli, Henry Martin y Asociados S.R.L.

 

Member of Ernst & Young Global

 

 

63695906.2


Exhibit 31.1

CERTIFICATE

Pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

 

I, ROBERT R. MCEWEN, certify that:

 

1.          I have reviewed this Amendment to Annual Report on Form 10-K/A (Amendment No. 1) of McEwen Mining Inc.;

 

2.          Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

 

3.           Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;

 

4.          The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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 registrant, 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 registrant’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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.          The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’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 registrant’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 registrant’s internal control over financial reporting.

 

Dated:  May 16, 2018

 

 

/s/ Robert R. McEwen

 

Robert R. McEwen, Chairman of the Board of Directors and
Chief Executive Officer

 

 


Exhibit 31.2

CERTIFICATE

Pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

 

I, ANDREW ELINESKY, certify that:

 

1.          I have reviewed this Amendment to Annual Report on Form 10-K/A (Amendment No. 1) of McEwen Mining Inc.;

 

2.          Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

 

3.          Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;

 

4.          The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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 registrant, 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 registrant’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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.          The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’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 registrant’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 registrant’s internal control over financial reporting.

 

Dated: May 16, 2018

 

 

/s/ Andrew Elinesky

 

Andrew Elinesky, Senior Vice President and
Chief Financial Officer

 


Exhibit 32

 

CERTIFICATION

Pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

 

In connection with the Amendment to Annual Report on Form 10-K/A of McEwen Mining Inc., a Colorado corporation (the “Company”) for the year ended December 31, 2017 as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned officers of the Company does hereby certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that to the best of our knowledge:

 

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 the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

Dated: May 16, 2018

 

 

 

 

MCEWEN MINING INC.

 

 

 

 

 

By:

/s / Robert R. McEwen

 

 

Robert R. McEwen, Chairman of the Board of Directors
and Chief Executive Officer

 

 

 

 

 

By:

/s/ Andrew Elinesky

 

 

Andrew Elinesky, Senior Vice President and Chief
Financial Officer

 

 

 


Exhibit 99.1

Report of Independent Auditors

 

To the Board of Directors of Minera Santa Cruz S.A.:

 

We have audited the accompanying financial statements of Minera Santa Cruz S.A. which comprise the statements of financial position as at December 31, 2017 and 2016, and the related statements of  profit (loss) and other comprehensive profit (loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2017, and the related notes to the financial statements.

 

Management’s Responsibility for the Financial Statements

 

Management is responsible for the preparation and fair presentation of these financial statements in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

 

Auditor’s Responsibility

 

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Minera Santa Cruz S.A. as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

 

 

City of Buenos Aires, Argentina

May 14, 2018

 

 

 

 

 

/s/ PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L
Member of Ernst & Young Global

 

 

 

 

 

 

 

 

 

1


 

 

Minera Santa Cruz S.A.

Statement of profit (loss) and other comprehensive profit (loss)

For the years ended 31 December 2017, 2016 and 2015

 

 

 

 

 

 

 

 

 

 

 

 

    

Notes

 

2017
US$000

  

2016
US$000

  

2015
US$000

Revenue

 

3  

 

227,093

 

    235,960

 

186,097

Cost of sales

 

4  

 

(177,256)

 

(168,350)

 

(153,079)

Gross profit

 

 

 

49,837

 

67,610

 

33,018

Administrative expenses

 

5  

 

(9,070)

 

(8,538)

 

(7,463)

Exploration expenses

 

6  

 

(3,791)

 

(1,840)

 

(1,397)

Selling expenses

 

7  

 

(6,677)

 

(10,352)

 

(19,708)

Other income

 

9  

 

2,187

 

21,784

 

3,019

Other expenses

 

9

 

(4,720)

 

(7,333)

 

(2,667)

Profit before net finance income (costs), foreign exchange (loss) gain and income tax

 

 

 

27,766

 

    61,331

 

    4,802

Finance income

 

10

 

1,818

 

1,113

 

171

Finance costs

 

10

 

(2,306)

 

(2,554)

 

(4,082)

Foreign exchange (loss) gain

 

 

 

(5,172)

 

(2,426)

 

1,803

Profit before income tax

 

 

 

22,106

 

      57,464

 

     2,694

Income tax recovery (expense)

 

22

 

1,486

 

(22,202)

 

(12,985)

Profit (Loss) for the year 

 

 

 

23,592

 

35,262

 

(10,291)

Total comprehensive profit (loss) for the year 

 

 

 

23,592

 

35,262

 

(10,291)

 

The accompanying notes are an integral part of these financials statements.

 

 

 

2


 

 

Minera Santa Cruz S.A.

Statement of financial position

As at  31 December 2017 and 2016

 

 

 

 

 

 

 

 

 

  

Notes 

  

As at
31 December 2017 
US$000

  

As at
31 December 2016
 US$000

ASSETS

 

 

 

 

 

 

Non-current assets

 

 

 

184,855

 

216,127

Property, plant and equipment

 

11

 

164,717

 

176,491

Evaluation and exploration assets

 

12

 

8,500

 

8,820

Intangible assets

 

13

 

8,168

 

9,400

Trade and other receivables

 

14

 

3,470

 

21,416

 

 

 

 

 

 

 

Current assets

 

 

 

103,792

 

107,195

Inventories

 

15

 

24,820

 

25,298

Trade and other receivables

 

14

 

39,686

 

47,409

Cash and cash equivalents

 

17

 

38,711

 

 

34,488

Other financial assets

 

16

 

575

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

 

 

288,647

 

323,322

EQUITY AND LIABILITIES

 

 

 

 

 

 

Capital and reserves

 

 

 

179,617

 

181,658

Equity share capital

 

21

 

110,132

 

110,132

Other reserves

 

 

 

             160,232

 

 

             129,139

Retained earnings

 

 

 

(90,747)

 

(57,613)

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

64,425

 

78,071

Trade and other payables

 

18

 

1,053

 

354

Provisions

 

20

 

27,498

 

25,977

Deferred income tax liabilities

 

22

 

35,874

 

 

51,740

 

 

 

 

 

 

 

Current liabilities

 

 

 

44,605

 

63,593

Trade and other payables

 

18

 

35,563

 

60,372

Other financial liabilities

 

16

 

-

 

697

Borrowings

 

19

 

9,042

 

 

2,524

 

 

 

 

 

 

 

Total liabilities

 

 

 

109,030

 

141,664

Total equity and liabilities

 

 

 

288,647

 

323,322

 

The accompanying notes are an integral part of these financials statements.

 

 

3


 

 

Minera Santa Cruz S.A.

Statement of cash flows

For the years ended 31 December 2017, 2016 and 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended 31 December

 

 

Notes

  

2017
US$000

  

2016
US$000

  

2015
US$000

Cash flows from operating activities

 

 

 

 

 

 

 

 

Profit (Loss) for the year

 

 

 

23,592

 

35,262

 

(10,291)

Deferred income tax

 

 

 

(15,866)

 

(7,889)

 

8,311

Current income tax

 

 

 

14,380

 

30,091

 

4,674

Non-cash adjustment to reconcile loss for the year to net cash flows

 

 

 

 

 

 

 

 

Depreciation of property, plant and equipment

 

11

 

48,339

 

52,924

 

45,192

Amortization and depreciation of evaluation and exploration and intangible assets

 

12, 13

 

1,247

 

1,058

 

1,013

Disposal of property, plant and equipment

 

11

 

204

 

288

 

149

Provision of contingencies

 

 

 

479

 

480

 

129

Supplies obsolescence

 

9

 

542

 

405

 

76

Valued Added Tax (VAT) write-off

 

9

 

(212)

 

1,201

 

779

Discount of assets

 

10

 

(1,481)

 

1,449

 

443

Working capital adjustments

 

 

 

 

 

 

 

 

Decrease (Increase) in trade and other receivables

 

 

 

26,786

 

(19,586)

 

19,788

(Increase) Decrease in inventories

 

 

 

(64)

 

7,986

 

(6,144)

(Decrease) in trade payables

 

 

 

(32,783)

 

(6,970)

 

(21,478)

(Decrease) Increase in financial liabilities

 

 

 

(697)

 

73

 

(361)

(Decrease) Increase in other payables

 

 

 

(4,665)

 

6,245

 

(1,947)

Net cash flows generated from operating activities

 

 

 

59,801

 

103,017

 

40,333

Investing activities

 

 

 

 

 

 

 

 

Purchase of property, plant and equipment, evaluation and exploration and intangible assets

 

11,12,13

 

(36,463)

 

(35,220)

 

(38,394)

Net cash flows used in investing activities

 

 

 

(36,463)

 

(35,220)

 

(38,394)

Financing activities

 

 

 

 

 

 

 

 

Increase (Decrease) of borrowings

 

 

 

6,518

 

(8,030)

 

(3,289)

Dividends paid

 

23

 

(25,633)

 

(36,719)

 

(1,122)

Net cash flows used in financing activities

 

 

 

(19,115)

 

(44,749)

 

(4,411)

Net increase in cash and cash equivalents during the year

 

 

 

4,223

 

23,048

 

(2,472)

Cash and cash equivalents at beginning of year

 

 

 

34,488

 

11,440

 

13,912

Cash and cash equivalents at end of year

 

17

 

38,711

 

34,488

 

11,440

 

The accompanying notes are an integral part of these financials statements.

 

 

4


 

 

Minera Santa Cruz S.A.

Statement of changes in equity

For the years ended 31 December 2017, 2016 and 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Notes

  

Equity share capital US$000

  

Legal reserve US$000

  

Other reserves US$000

  

Currency translation adjustment US$000

  

Total
other reserves US$000

  

Retained earnings US$000

  

Total
equity
US$000

Balance at 1 January 2015

 

 

 

110,132

 

10,962

 

119,130

 

2,685

 

132,777

 

(51,562)

 

191,347

Dividends

 

23

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Legal reserve

 

 

 

-

 

953

 

-

 

-

 

953

 

(953)

 

-

Other reserves

 

 

 

-

 

-

 

18,099

 

-

 

18,099

 

(18,099)

 

-

Loss for the year

 

 

 

-

 

-

 

-

 

-

 

-

 

(10,291)

 

(10,291)

Balance at 31 December 2015

 

 

 

110,132

 

11,915

 

137,229

 

2,685

 

151,829

 

(80,905)

 

181,056

Dividends

 

23

 

-

 

-

 

(34,660)

 

-

 

(34,660)

 

-

 

(34,660)

Legal reserve

 

 

 

-

 

598

 

-

 

-

 

598

 

(598)

 

-

Other reserves

 

 

 

-

 

-

 

11,372

 

-

 

11,372

 

(11,372)

 

-

Loss for the year

 

 

 

-

 

-

 

-

 

-

 

-

 

35,262

 

35,262

Balance at 31 December 2016

 

 

 

110,132

 

12,513

 

113,941

 

2,685

 

129,139

 

(57,613)

 

181,658

Dividends

 

23

 

-

 

-

 

(25,633)

 

-

 

(25,633)

 

-

 

(25,633)

Legal reserve

 

 

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Other reserves

 

 

 

-

 

-

 

56,726

 

-

 

56,726

 

(56,726)

 

-

Profit for the year

 

 

 

-

 

-

 

-

 

-

 

-

 

23,592

 

23,592

Balance at 31 December 2017

 

 

 

110,132

 

12,513

 

145,034

 

2,685

 

160,232

 

(90,747)

 

179,617

 

The accompanying notes are an integral part of these financials statements.

 

5


 

 

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the year ended 31 December 2017, 2016 and 2015

 

1. Company information

Minera Santa Cruz S.A. (the “Company” or “MSC”) was incorporated in 2001. The Company is a limited company incorporated and domiciled in Sargento Cabral 124, Comodoro Rivadavia, Chubut, Argentina.

 

The Company’s principal business is the mining, processing and sale of silver and gold.  Information on the parent is presented in Note 24.

 

For management purposes, the Company is organized into one business unit; therefore, there is only one reporting segment according to IFRS 8, ‘Operating Segments’.

 

The financial statements of Minera Santa Cruz S.A. for the years ended 31 December 2017, 2016 and 2015 were authorized for issue in accordance with a resolution of the directors on 14 May 2018.

 

2. Basis of preparation and significant accounting policies

2.A Basis of preparation

2.A.1 Overview

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

 

The basis of preparation and accounting policies used in preparing the financial statements as of 31 December 2017, 2016 and 2015 and for the years then ended are set out below. The financial statements have been prepared on a historical cost basis, except for derivative financial instruments which have been measured at fair value.

 

The financial statements are presented in US dollars and all values are rounded to the nearest thousand (US$ thousand), except where otherwise indicated.

 

2.A.2 Foreign currencies

The Company’s financial information is presented in US dollars, which is the Company’s functional currency. The functional currency for the Company is determined by the currency of the primary economic environment in which it operates.

 

Transactions denominated in currencies other than the functional currency of the entity are initially recorded in the functional currency using the exchange rate prevailing at the date of the transaction.

 

Monetary assets and liabilities denominated in foreign currencies are remeasured at the exchange rate prevailing at the statement of financial position date. Exchange gains and losses on settlement of foreign currency transactions which are translated at the rate prevailing at the date of the transactions, or on the translation of monetary assets and liabilities which are translated at period-end exchange rates, are recorded in the income statement.

 

Non-monetary assets and liabilities denominated in foreign currencies that are stated at historical cost are translated to the functional currency at the foreign exchange rate prevailing at the date of the transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

 

2.B Significant accounting judgments, estimates and assumptions

The preparation of the Company´s financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.  The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.  Significant areas of estimation uncertainty and critical judgments made by management in preparing the financial statements include:

 

Significant estimates:

 

·

Determination of useful lives of assets for depreciation and amortization purposes – Note 2.E (c), (d) and (f).

 

6


 

 

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the year ended 31 December 2017, 2016 and 2015

 

Estimates are required to be made by management as to the useful lives of assets. For depreciation calculated under the units-of-production method, estimated recoverable reserves and resources are used in determining the depreciation and/or amortization of mine-specific assets. This results in a depreciation/amortization charge proportional to the depletion of the anticipated remaining life of-mine production. Each item’s life, which is assessed annually, has regard to both its physical life limitations and to present assessments of economically recoverable reserves of the mine property at which the asset is located. These calculations require the use of estimates and assumptions, including the amount of recoverable reserves. Changes are accounted for prospectively.

 

·

Determination of ore reserves and resources – Note 2.E (e).

 

There are numerous uncertainties inherent in estimating ore reserves. Assumptions that are valid at the time of estimation
may change significantly when new information becomes available. Changes in the forecast prices of commodities, exchange rates, production costs or recovery rates may change the economic status of reserves and may result in a significant change in reserves.

 

·

Review of asset carrying values and impairment charges – Notes 2.E (c), (d), (f) and Notes 11, 12 and 13.

 

The company assesses, at each reporting date, whether there is an indication that an asset (or CGU) may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the company estimates the asset’s or CGU’s recoverable amount. The recoverable amount is the higher of an asset’s or CGU’s FVLCD and its value in use.

 

The assessment of asset carrying values requires the use of estimates and assumptions such as long-term commodity prices, discount rates, future capital requirements, exploration potential and operating performance. Changes in these assumptions will affect the recoverable amount of the property, plant and equipment and evaluation and exploration assets and intangibles assets.

 

·

Estimation of the amount and timing of mine closure costs.

 

The Company assesses its mine closure cost provision annually. Significant estimates and assumptions are made in determining the provision for mine closure cost as there are numerous factors that will affect the ultimate liability payable. These factors include estimates of the extent and costs of rehabilitation activities, technological changes, regulatory changes, cost increases, mine life and changes in discount rates. Those uncertainties may result in future actual expenditures differing from the amounts currently provided. The provision at the balance sheet date represents management’s best estimate of the present value of the future closure costs required. Changes to estimated future costs are recognized in the balance sheet by adjusting the mine closure cost liability and the related asset originally recognized.

 

Judgements:

 

·

Determination of functional currency.

 

The determination of functional currency requires management judgement, particularly where there may be several currencies in which transactions are undertaken and which impact the economic environment in which the entity operates.

 

·

Income tax – Notes 2.E (b), 22 and 26.

 

Judgement is required in determining whether deferred tax assets are recognized on the balance sheet. Deferred tax is provided using the balance sheet method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax assets, including those arising from unutilized tax losses require management to assess the likelihood that the Company will generate taxable earnings in future periods, in order to utilize recognized deferred tax assets. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the balance sheet date could be impacted.

 

·

Recognition of evaluation and exploration assets and transfer to development costs – Note 2.E (d).

 

Judgement is required in determining when the future economic benefit of a project can reasonably be regarded as assured, at which point evaluation and exploration expenses are capitalized. This includes the assessment of whether there is sufficient evidence of the probability of the existence of economically recoverable minerals to justify the commencement of capitalization of costs; the timing of the end of the exploration phase and the start of the development phase and the commencement of the production phase. For this purpose, the future economic benefit of the project can reasonably be regarded as assured when the Board authorizes management to conduct a feasibility study, mine-site exploration is being conducted to convert resources to reserves or mine-site exploration is being conducted to confirm resources, all of which are based on supporting geological information.

7


 

 

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the year ended 31 December 2017, 2016 and 2015

 

 

2.C Changes in accounting policies and disclosures

The accounting policies adopted in the preparation of the financial statements are consistent with those applied in the preparation of the financial statement for the year ended 31 December 2016.

The Company has not early adopted any standards, interpretations or amendments that have been issued but are not yet effective.

Although certain amendments to effective standards applied for the first time in 2017, they do not have a significant impact in the annual financial statements of the Company and, hence, have not been disclosed.

 

2.D Standards, interpretations and amendments to existing standards that are not yet effective

Certain new standards, amendments and interpretations to existing standards have been published and are mandatory for the accounting periods beginning on or after 1 January 2017 or later periods but which MSC has not previously adopted. Those that are applicable to MSC are as follows:

 

·

IFRS 9 Financial Instruments,   Financial Instruments, applicable for annual periods beginning on or after 1 January 2018.

 

IFRS 9 Financial Instruments addresses the classification, measurement and derecognition of financial assets and financial liabilities, introduces new rules for hedge accounting and a new impairment model for financial assets.

 

Based on the assessment performed, the group expect the new guidance to have the following impacts on the classification and measurement of its financial instruments:

 

o

Classification and measurement of the embedded derivatives arising from sales: The financial assets and liabilities arising from the revaluation provisional priced contracts is currently disclosed separately in the balance sheet as part of “other financial assets/liabilities”.  Under IFRS 9, the embedded derivative will no longer be separated from the host contract and therefore the revaluation of provisionally priced contracts will be disclosed within the receivable of the host contract in “trade and other receivables”.

o

Available-for sale financial assets: The equity instruments that are currently classified as available-for-sale financial assets satisfy the conditions for classification as at fair value through other comprehensive income (FVOCI) and therefore there is no impact in classification. However, as opposed to the current IFRSs, under IFRS 9 gains and losses accumulated in other comprehensive income are not recycled to the income statement. Furthermore, under IFRS 9 there is no exception to carry investments in entities at costs less any recognised impairment and therefore, fair value will need to be calculated.  There are no other significant changes to the accounting treatment of these assets.

o

Impairment: The new impairment model requires the recognition of impairment provisions based on expected credit losses (ECL) rather than only incurred credit losses as is the case under IAS 39.  The Company will apply the simplified approach and record lifetime expected losses on all trade receivables.  However, given the short term nature of the Groups receivables, these are not expected to have a significant impact in the financial statements.

o

Disclosures: The new standard also introduces expanded disclosure requirements and changes in presentation. These are expected to change the nature and extent of the group’s disclosures about its financial instruments particularly in the year of the adoption of the new standard.

o

The Company has also assessed other changes introduced by IFRS 9 that will have no impacts in the financial statements as explained below:

o

The Company does not expect any impact on the accounting for financial liabilities, as the new requirements of IFRS 9 only affect the accounting for financial liabilities that are designated at fair value through profit or loss and the company does not have any such liabilities.

o

The Company does not currently apply hedge accounting and therefore there are no impacts in the financial statements.

o

No impacts are expected in relation to derecognition of financial instruments as the same rules have been transferred from IAS 39 Financial Instruments: Recognition and Measurement.

 

·

IFRS 15 Revenue from Contracts with Customers, applicable for annual periods beginning on or after 1 January 2018.

 

The IASB has issued a new standard for the recognition of revenue arising from contracts with customers. The new revenue standard will supersede all current revenue recognition requirements under IFRS.

 

The new standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer. The Company has evaluated recognition and measurement of revenue based on the five-step model in IFRS 15 and has not identified significant financial impacts, hence no adjustments will be recorded derived from the adoption of IFRS 15 other than certain reclassifications as explained below.

 

8


 

 

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the year ended 31 December 2017, 2016 and 2015

 

The Company will adopt the new standard from 1 January 2018 applying the simplified transition method and modified retrospective approach. Certain disclosures will change as a result of the requirements of IFRS 15.

 

The key issues identified, and the Company’s views and perspective are set below. These are based on the Company’s current interpretation of IFRS 15 and may be subject to changes as interpretations evolve more generally. Furthermore, the Company is considering and will continue to monitor any further development.

 

o

Embedded derivatives arising from the sales: The Company’s sales of gold and silver contain provisional pricing features which are currently considered to be embedded derivatives recorded within sales. Under IAS 18, revenue is recognised at the estimated fair value of the total consideration received or receivable when the gold and silver is delivered, which is usually when title has passed to the customer. The fair value is based on the most recent determined estimate of metal content and the estimated forward price that the entity expects to receive at the end of the quotational period stipulated in the contract. The revaluation of provisionally priced contracts is recorded as an adjustment to revenue.  IFRS 15 will not change the assessment of the provisional price adjustment, however as they are not considered within the scope of IFRS 15, the Company will account for these in accordance with IFRS 9. Therefore, subsequent changes in fair value will be recognised in the statement of profit or loss and other comprehensive income as part of “other income/other expenses”.

o

Impact of shipping terms: The Company sells a portion of its production under Cost Insurance and Freight (“CIF”) terms and conditions, and therefore the Group is responsible for shipping services after the date at which control of the gold and silver passes to the customer.   Under IAS 18, these shipping services are currently not considered to be part of the revenue transaction and thus the Company has disclosed them as selling expenses. However, under IFRS 15 the company should reclassify the portion of those selling expenses relating to transport of gold and silver from the Company’s production plants to the ports and reclassify those costs to cost of sales. Based on the analysis performed during 2017, the Company determined that the overall impact on the timing of revenue recognition related to these shipping services will not be material and consequently such revenue will not be disclosed separately.

 

·

IFRS 16 Leases , applicable for annual periods beginning on or after 1 January 2019.

 

IFRS 16 specifies how an IFRS reporter will recognise, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognise assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. Lessors continue to classify leases as operating or finance, with IFRS 16’s approach to lessor accounting substantially unchanged from its predecessor, IAS 17.The Company is analysing the adoption of this new standard and expected not to have a significant impact on the Company´s financial position or performance.

 

IFRS 16 also requires lessees and lessors to make more extensive disclosures than under IAS 17.

 

IFRS 16 is effective for annual periods beginning on or after 1 January 2019. Early application is permitted, but not before an entity applies IFRS 15. A lessee can choose to apply the standard using either a full retrospective or a modified retrospective approach. The standard’s transition provisions permit certain reliefs.

 

In 2017, the Company begun the process of assessing the impact of the leases standard. In 2018, the Company plans to continue to assess the potential effect of IFRS 16 on its financial statements.

 

·

IFRIC Interpretation 22 Foreign Currency Transactions and Advance Consideration

The Interpretation clarifies that, in determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which an entity initially recognizes the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, then the entity must determine the transaction date for each payment or receipt of advance consideration. Entities may apply the amendments on a fully retrospective basis.

 

Alternatively, an entity may apply the Interpretation prospectively to all assets, expenses and income in its scope that are initially recognized on or after:

 

(i) The beginning of the reporting period in which the entity first applies the interpretation

Or

(ii) The beginning of a prior reporting period presented as comparative information in the financial statements of the reporting period in which the entity first applies the interpretation.

 

9


 

 

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the year ended 31 December 2017, 2016 and 2015

 

The Interpretation is effective for annual periods beginning on or after 1 January 2018. Early application of interpretation is permitted and must be disclosed. However, since the Company’s current practice is in line with the Interpretation, the Company does not expect any effect on its financial statements.

 

·

IFRIC 23 Uncertainty over income tax treatments, applicable for annual periods beginning on or after 1 January 2019.

 

IFRIC 23 clarifies the accounting for uncertainties in income taxes. This interpretation is to be applied to the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates, when there is uncertainty over income tax treatments under IAS 12. The Company will adopt. The Interpretation specifically addresses the following:

 

o

Whether an entity considers uncertain tax treatments separately;

o

The assumptions an entity makes about the examination of tax treatments by taxation authorities;

o

How an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates ; and

o

How an entity considers changes in facts and circumstances

 

The interpretation is effective for annual reporting periods beginning on or after 1 January 2019, but certain transition reliefs are available. The Company will apply interpretation from its effective date, however we do not expect significant impacts on the financial statements on the implementation as the Company’s current treatment is in line with the requirements of the interpretation.

 

The Company is analysing the effect of the standards and plans to adopt the new standards on the required effective date.

 

2.E Summary of significant accounting policies

a) Revenue recognition

The Company is involved in the production and sale of gold and silver from doré and concentrate containing both gold and silver. Concentrate and doré bars are sold directly to customers.

 

Revenue is recognized to the extent that it is probable that economic benefits will flow to the Company and the revenue can be reliably measured.

 

Revenue associated with the sale of gold and silver doré and concentrate is recognized in the income statement when all significant risks and rewards of ownership are transferred to the customer, generally at the point when title has passed to the customer. Revenue excludes any applicable sales taxes.

 

Revenue is subject to adjustment based on customer inspection. Revenue is initially recognized on a provisional basis using the Company’s best estimate of contained gold and silver. Any subsequent adjustments to the initial estimate of metal content are recorded in revenue once they have been determined.

 

In addition, certain sales are ‘provisionally priced’ where the selling price is subject to final adjustment at the end of a period, normally ranging from 15 to 90 days after the start of the delivery process to the customer, based on the market price at the relevant quotation point stipulated in the contract. Revenue is initially recognized when the conditions set out above have been met, using market prices at that date. The price exposure is considered to be an embedded derivative and hence separated from the sales contract at each reporting date. The provisionally priced metal is revalued based on the forward selling price for the quotation period stipulated in the contract until the quotation period ends. The selling price of gold and silver can be measured reliably as these metals are actively traded on international exchanges. The revaluation of provisionally priced contracts is recorded as an adjustment to ‘revenue’.

 

b) Income tax

Income tax for the year comprises current and deferred tax. Income tax is recognized in the income statement except to the extent that it relates to items charged or credited directly to equity, in which case it is recognized in equity.

 

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted at the statement of financial position date, and any adjustment to tax payable in respect of previous years.

   

Deferred tax is provided using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

 

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled based on the tax rates (and tax laws) that have been enacted or substantively enacted at the statement of financial position date.

 

10


 

 

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the year ended 31 December 2017, 2016 and 2015

 

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

 

On December 29, 2017, the Argentine National Executive (“PEN”) promulgated ant put into effect through Decree 1112/2017a tax reform enacted in the National Congress through Law No. 27,430 (the “Tax Reform”). Among other issues, this reform establishes a gradual reduction of the applicable rate for the calculation of income tax, being 35%, 30% and 25% for fiscal periods beginning on January 1, 2017, January 2018 and January 2019 and January, 2020 onwards, respectively.

 

Since these regulations were published in the Official Gazette and are in full force, for the calculation of deferred assets and liabilities, the Company made an estimate of the reversal of the deferred items and the tax rates expected to be of application in the period in which the asset is realized or the liability is cancelled.

 

c) Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and impairment losses. Cost comprises its purchase price and directly attributable costs of acquisition or construction required to bring the asset to the condition necessary for the asset to be capable of operating in the manner intended by management. Economical and physical conditions of assets have not changed substantially over this period.

 

The cost less residual value of each item of property, plant and equipment is depreciated over its useful life. Each item’s
estimated useful life has been assessed with regard to both its own physical life limitations and the present assessment of economically recoverable reserves and resources of the mine property at which the item is located. Estimates of remaining useful lives are made on a regular basis for all mine buildings, machinery and equipment, with annual reassessments for major items. Depreciation is charged to cost of production on a units of production (“UOP”) basis for mine buildings and installations and plant and equipment used in the mining production process, or charged directly to the income statement over the estimated useful life of the individual asset on a straight-line basis when not related to the mining production process. Changes in estimates, which mainly affect units of production calculations, are accounted for prospectively. Depreciation commences when assets are available for use. Land is not depreciated.  

 

An asset’s carrying amount is written-down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

 

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized within other income/expenses, in the income statement.

 

The expected useful lives under the straight-line method are as follows:

 

 

 

 

 

 

Years

Buildings

 

3 to 33

Plant and equipment

 

5 to 10

Vehicles

 

5

 

Borrowing costs directly attributable to the acquisition or construction of an asset that necessarily takes a substantial period of time to be ready for its intended use are capitalized as part of the cost of the asset. All other borrowing costs are expensed where incurred.

 

The Company capitalizes borrowing costs for those assets where construction commenced on or after 1 January 2009 and continues to expense borrowing costs related to construction projects that commenced prior to 1 January 2009. For borrowings associated with a specific asset, the actual rate on that borrowing is used. Otherwise, a weighted average cost of borrowing is used. The Company capitalizes the borrowing costs related to qualifying assets considering that the substantial period of time to be ready is six or more months.

 

Mining properties and development costs

Purchased mining properties are recognized as assets at their cost of acquisition. Costs associated with developments of mining properties are capitalized.

 

Mine development costs are, upon commencement of commercial production, depreciated using the UOP method based on the estimated economically recoverable reserves and resources to which they relate.

 

11


 

 

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the year ended 31 December 2017, 2016 and 2015

 

When a mine construction project moves into the production stage, the capitalization of certain mine construction costs ceases and costs are either regarded as part of the cost of inventory or expensed, except for costs which qualify for capitalization relating to mining asset additions or improvements, underground mine development or mineable reserve development.

 

Construction in progress and capital advances

Assets in the course of construction are capitalized as a separate component of property, plant and equipment. On completion, the cost of construction is transferred to the appropriate category. Construction in progress is not depreciated.

 

Subsequent expenditure

Expenditure incurred to replace a component of an item of property, plant and equipment is capitalized separately with the carrying amount of the component being written-off. Other subsequent expenditure is capitalized if future economic benefits will arise from the expenditure. All other expenditure including repairs and maintenance expenditures are recognized in the income statement as incurred.

 

d) Evaluation and exploration assets

Evaluation and exploration expenses are capitalized when the future economic benefit of the project can reasonably be regarded as assured.

 

Exploration and evaluation costs are capitalized as assets from the date that the Board authorizes management to conduct a feasibility study.

 

Expenditure is transferred to mine development costs once the work completed to date supports the future development of the property and such development receives appropriate approval.

Identification of resources – Costs incurred in converting inferred resources to indicated and measured resources (of which reserves are a component) are capitalized as incurred. Costs incurred in identifying inferred resources are expensed as incurred.

 

e) Determination of ore reserves and resources

The Company estimates its ore reserves and mineral resources based on information compiled by internal competent persons. Reports to support these estimates are prepared each year. It is the Company’s policy to have the report audited by a Qualified Person.

 

Reserves and resources are used in the UOP calculation for depreciation as well as the determination of the timing of mine closure cost and impairment analysis.

 

f) Intangible assets

Right to use energy of transmission line

Transmission line costs represent the investment made by the Company during the period of its use. This is an asset with a finite useful life equal to that of the mine to which it relates and that is amortized applying the UOP method for the mine.

 

Other intangible assets

Other intangible assets are primarily computer software, which are capitalized at cost and are amortized on a straight-line basis over their useful life of three years.

 

g) Impairment of non-financial assets

The carrying amounts of property, plant and equipment and evaluation and exploration assets are reviewed for impairment if events or changes in circumstances indicate that the carrying value may not be recoverable. If there are indicators of impairment, an exercise is undertaken to determine whether the carrying values are in excess of their recoverable amount. Such review is undertaken on an asset by asset basis, except where such assets do not generate cash flows independent of other assets, and then the review is undertaken at the cash-generating unit level.

 

The assessment requires the use of estimates and assumptions such as long-term commodity prices, discount rates, future capital requirements, exploration potential and operating performance. Changes in these assumptions will affect the recoverable amount of the property, plant and equipment.

 

If the carrying amount of an asset or its cash-generating unit exceeds the recoverable amount, a provision is recorded to reflect the asset at the lower amount. Impairment losses are recognized in the income statement.

 

Calculation of recoverable amount

The recoverable amount of assets is the greater of their value in use and fair value less costs to sell. Fair value is based on an estimate of the amount that the Company may obtain in a sale transaction on an arm’s length basis. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the

12


 

 

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the year ended 31 December 2017, 2016 and 2015

 

time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs. The Company’s cash-generating unit is the smallest identifiable groups of assets that generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The Company considers the mine site as a generating unit.

 

Reversal of impairment

An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

 

h) Inventories

Inventories are valued at the lower of cost or net realizable value. Cost is determined using the weighted average method. The cost of work in progress and finished goods (ore inventories) is based on the cost of production.

 

For this purpose, the costs of production include:

·

costs, materials and contractor expenses which are directly attributable to the extraction and processing of ore;

·

depreciation of property, plant and equipment used in the extraction and processing of ore; and

·

related production overheads (based on normal operating capacity).

 

Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

 

i) Financial instruments

Financial assets and liabilities are recognized when the Company becomes party to the contracts that give rise to them and are classified as loans or borrowings, receivables, payables or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The Company determines the classification of its financial assets and liabilities at initial recognition and, where allowed and appropriate, re-evaluates this designation at each financial year-end. When financial assets and liabilities are recognized initially, they are measured at fair value, being the transaction price plus, in the case of financial assets not at fair value through profit or loss and borrowings, directly attributable transaction costs. The Company considers whether a contract contains an embedded derivative when the entity first becomes a party to it. The embedded derivatives are separated from the host contract if it is not measured at fair value through profit or loss and when the economic characteristics and risks are not closely related to those of the host contract. Reassessment only occurs if there is a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required. All regular way purchases and sales of financial assets are recognized on the trade date, being the date that the Company commits to purchase or sell the asset. Regular way transactions require delivery and receipt of assets within the timeframe generally established by regulation or convention in the marketplace.  The subsequent measurement of financial assets depends on their classification, as follows:

 

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, do not qualify as trading assets and have not been designated as either fair value through profit and loss or available-for-sale. Such assets are carried at amortized cost using the effective interest method if the time value of money is significant. Gains and losses are recognized in the income statement when the loans and receivables are derecognized or impaired, as well as through the amortization process.

 

Impairment of financial assets

The Company assesses at each statement of financial position date whether a financial asset or group of financial assets is impaired.

 

Loans and borrowings

Borrowings are recognized initially at fair value. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortized cost using the effective interest rate method.

 

Gains and losses are recognized in the income statement when the liabilities are derecognized as well as through the amortization process.

 

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the statement of financial position date.

 

Derecognition of financial instruments

A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognized when:

·

the rights to receive cash flows from the asset have expired; or

13


 

 

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the year ended 31 December 2017, 2016 and 2015

 

·

the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third-party under a ‘pass-through’ arrangement; and either: (a) the Company has transferred substantially all the risks and rewards of the asset; or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

 

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, a new asset is recognized to the extent of the Company’s continuing involvement in the asset.

 

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.

 

A financial liability is generally derecognized when the contract that gives rise to it is discharged or cancelled or expires. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, such that the difference in the respective carrying amounts together with any costs or fees incurred are recognized in profit or loss.

 

j) Offsetting of financial instruments

Financial assets and financial liabilities are offset with the net amount reported in the statement of financial position only if there is a current enforceable legal right to offset the recognized amounts and intent to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.

 

k) Fair value measurement

The Company measures financial instruments classified as FVTPL, at fair value at each balance sheet date. Also, fair values of financial instruments measured at amortized cost.

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

 

·

In the principal market for the asset or liability, or

·

In the absence of a principal market, in the most advantageous market for the asset or liability

 

The principal or the most advantageous market must be accessible by the Company.

 

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

 

A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

 

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

 

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

 

·

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

·

Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

·

Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

 

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

 

The Company determines the policies and procedures for both recurring fair value measurement and for non-recurring measurement.

14


 

 

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the year ended 31 December 2017, 2016 and 2015

 

 

At each reporting date, the Company analyses the movements in the values of assets and liabilities which are required to be re-measured or re-assessed as per the Company’s accounting policies. For this analysis, the Company verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents.

 

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

 

l) Leases

The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at the inception date. The arrangement is assessed for whether fulfilment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

 

Finance leases, which transfer to the Company substantially all the risks and rewards incidental to ownership of the leased item, are capitalized at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and the reduction of the lease liability to achieve a constant periodic rate of interest on the remaining balance of the liability. Finance charges are reflected in the income statement. The depreciation policy for leased assets is consistent with that for similar assets owned.

 

A lease is classified as an operating lease if it does not transfer substantially all of the risks and rewards incidental to ownership. Operating lease payments are recognized as an expense in the income statement on a straight-line basis over the lease term.

 

m) Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

 

Mine closure costs

Provisions for mine closure costs are made in respect of the estimated future costs of closure and restoration and for environmental rehabilitation costs (which include the dismantling and demolition of infrastructure, removal of residual materials and remediation of disturbed areas) in the accounting period when the related environmental disturbance occurs. The provision is discounted and the unwinding of the discount is included in finance costs. At the time of establishing the provision, a corresponding asset is capitalized and is depreciated over future production from the mine to which it relates. The provision is reviewed on an annual basis for changes in cost estimates, discount rates and operating lives.

 

Workers’ profit sharing and other employee benefits

The Company has no pension or retirement benefit plans.

 

Other

Other provisions are accounted for when the Company has a legal or constructive obligation for which it is probable there will be an outflow of resources for which the amount can be reliably estimated.

 

n) Share-based payments

Cash-settled transactions

The fair value of cash-settled share plans is recognized as a liability over the vesting period of the awards. Movements in that liability between accounting dates are recognized as an expense. The fair value of the awards is taken to be the market value of the shares at the date of award adjusted by a factor for anticipated relative Total Shareholder Return (“TSR”) performance. Fair values are subsequently remeasured at each accounting date to reflect the number of awards expected to vest based on the current and anticipated TSR performance.

 

Uncertainties in estimating the award include potential changes in the TSR, the number of participants in the plan, and levels of interest rates.

 

o) Finance income and costs

Finance income and costs include interest expense on borrowings, the accumulation of interest on provisions, interest income on funds invested and gains and losses from the change in fair value of derivative instruments.

15


 

 

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the year ended 31 December 2017, 2016 and 2015

 

Interest income is recognized as it accrues, taking into account the effective yield on the asset.

 

p) Dividend distribution

Dividend distribution to the Company’s shareholders is recognized as a liability in the Company’s financial statements in the period in which the dividends are approved by the Company’s shareholders.

 

q) Cash and cash equivalents

Cash and cash equivalents are carried in the statement of financial position at cost. For the purposes of the statement of financial position, cash and cash equivalents include cash on hand and deposits held with banks that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value. Liquidity funds are classified as cash equivalents if the amount of cash that will be received is known at the time of the initial investment and the risk of changes in value is considered insignificant.

 

3. Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended 31 December

 

 

2017
US$000

 

2016
US$000

 

2015
US$000

Gold (from doré bars)

 

61,281

 

57,937

 

51,088

 

Silver (from doré bars)

 

53,102

 

56,898

 

48,239

 

Gold (from concentrate)

 

63,294

 

64,488

 

47,005

 

Silver (from concentrate)

 

49,416

 

56,637

 

39,765

Total

 

227,093

 

235,960

 

186,097

 

Included within revenue is a gain of US$1,272 relating to provisional pricing adjustments representing the change in the fair value of embedded derivatives (2016: loss of US$73, 2015: gain of US$361) arising on sales of concentrates and doré (refer to note 2.E(a) and footnote 1 of note 16).

 

4. Cost of sales

 

 

 

 

 

 

 

 

 

Year ended 31 December

 

 

2017
US$000

 

2016
US$000

 

2015
US$000

Depreciation and amortization

 

47,224

 

51,287

 

43,111

Personnel expenses

 

55,902

 

46,672

 

49,689

Mining royalty (note 27)

 

5,792

 

5,747

 

4,762

Supplies

 

33,484

 

31,430

 

29,749

Third-party services

 

28,614

 

24,095

 

27,937

Others

 

3,674

 

2,338

 

2,963

Change in products in process and finished goods

 

2,566

 

6,781

 

(5,132)

Total

 

177,256

 

168,350

 

153,079

 

5. Administrative expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended 31 December

 

 

2017
US$000

 

2016
US$000

 

2015
US$000

Personnel expenses

 

4,421

 

4,059

 

2,913

Professional fees

 

607

 

560

 

630

Social and community welfare expenses (1)  

 

323

 

327

 

433

Travel expenses

 

240

 

257

 

206

Communications

 

78

 

74

 

92

Indirect taxes

 

1,719

 

1,653

 

1,564

Depreciation and amortization

 

68

 

55

 

58

Supplies

 

76

 

45

 

14

Other

 

1,538

 

1,508

 

1,553

Total

 

9,070

 

8,538

 

7,463

(1) Represents amounts expended by the Company on social and community welfare activities surrounding its mining units.

 

 

16


 

 

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the year ended 31 December 2017, 2016 and 2015

 

6. Exploration expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended 31 December

 

 

2017
US$000

 

2016
US$000

 

2015
US$000

Mine site exploration (1 )

 

 

 

 

 

 

Third-party services

 

1,947

 

970

 

639

Personnel expenses

 

976

 

572

 

578

Others

 

868

 

298

 

180

Total

 

3,791

 

1,840

 

1,397

(1) Mine-site exploration is performed with the purpose of identifying potential minerals within an existing mine-site, with the goal of maintaining or extending the mine’s life.

 

7. Selling expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended 31 December

 

 

2017
US$000

 

2016
US$000

 

2015
US$000

Transportation of doré, concentrate and maritime freight

 

3,687

 

5,793

 

3,750

Sales commissions

 

146

 

84

 

200

Warehouse services

 

1,385

 

1,568

 

1,474

Taxes

 

15

 

1,440

 

12,993

Other

 

1,444

 

1,467

 

1,291

Total

 

6,677

 

10,352

 

19,708

 

8. Personnel expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended 31 December

 

 

2017
US$000

 

2016
US$000

 

2015
US$000

Salaries and wages

 

53,203

 

44,166

 

46,977

Other legal contributions

 

12,656

 

11,048

 

10,993

Statutory holiday payments

 

3,198

 

2,768

 

2,869

Long Term Incentive Plan

 

876

 

944

 

181

Termination benefits

 

1,463

 

1,391

 

1,999

Other

 

1,127

 

396

 

249

Total

 

72,523

 

60,713

 

63,268

Average number of employees for 2017, 2016 and 2015 were as follows:

 

 

Year ended 31 December

 

 

2017

 

2016

 

2015

Average number of employees

 

1,165

 

1,125

 

1,117

Total

 

1,165

 

1,125

 

1,117

 

 

9. Other income and expenses

 

 

 

 

 

 

 

 

 

Year ended 31 December

 

 

2017
US$000

 

2016
US$000

 

2015
US$000

Other income

 

 

 

 

 

 

Export refunds

 

1,613

 

17,327

 

2,743

Other

 

574

 

4,457

 

276

Total

 

2,187

 

21,784

 

3,019

Other expenses

 

 

 

 

 

 

VAT write-off

 

212

 

1,201

 

779

Taxes

 

-

 

-

 

441

Supplies obsolescence

 

542

 

405

 

76

Corporate Social Responsibility

 

3,063

 

3,146

 

-

Other

 

903

 

          2,581

 

1,371

Total

 

4,720

 

7,333

 

2,667

17


 

 

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the year ended 31 December 2017, 2016 and 2015

 

10. Finance income and costs

 

 

 

 

 

 

 

 

 

Year ended 31 December

 

 

2017
US$000

 

2016
US$000

 

2015
US$000

Finance income

 

 

 

 

 

 

Interest on deposits and liquidity funds

 

290

 

63

 

46

Unwinding of discount rate

 

1,481

 

-

 

-

Other

 

47

 

1,050

 

125

Total

 

1,818

 

1,113

 

171

Finance costs

 

 

 

 

 

 

Interest on bank loans (note 19)

 

128

 

782

 

2,353

Interest expense

 

1,393

 

17

 

1,177

Unwinding of discount rate

 

107

 

1,449

 

443

Loss from changes in the fair value of financial assets

 

(3)

 

10

 

9

Other

 

681

 

296

 

100

Total

 

2,306

 

2,554

 

4,082

 

 

11. Property, plant and equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mining properties and development
costs
US$000

 

Land and buildings US$000

 

Plant and equipment
US$000

 

Vehicles US$000

 

Mine
closure
asset
US$000

 

Construction in progress and capital advances US$000

 

Total
US$000

Year ended 31 December 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At 1 January 2017

 

318,082

 

143,703

 

93,968

 

4,161

 

21,181

 

6,190

 

587,285

Additions

 

22,906

 

-

 

4,213

 

29

 

-

 

7,629

 

34,777

Change in discount rate

 

-

 

-

 

-

 

-

 

      319

 

-

 

319

Disposals

 

-

 

(150)

 

(854)

 

(172)

 

-

 

-

 

(1,176)

Change in mine closure estimate

 

-

 

-

 

-

 

-

 

(54)

 

-

 

(54)

Transfers and other movements

 

-

 

6,685

 

715

 

422

 

-

 

(7,822)

 

-

Transfers from evaluation and exploration assets

 

1,891

 

-

 

-

 

-

 

-

 

-

 

1,891

At 31 December 2017

 

342,879

 

150,238

 

98,042

 

4,440

 

21,446

 

5,997

 

623,042

Accumulated depreciation and impairment (2)  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At 1 January 2017

 

268,143

 

72,188

 

58,044

 

2,978

 

9,399

 

42

 

410,794

Depreciation for the year (1)

 

30,433

 

10,338

 

5,865

 

256

 

1,467

 

(20)

 

48,339

Disposals

 

-

 

(97)

 

(720)

 

(155)

 

-

 

-

 

(972)

Transfers from evaluation and exploration assets

 

164

 

-

 

-

 

-

 

-

 

-

 

164

At 31 December 2017

 

298,740

 

82,429

 

63,189

 

3,079

 

10,866

 

22

 

458,325

Net book amount at 31 December 2017

 

44,139

 

67,809

 

34,853

 

1,361

 

10,580

 

5,975

 

164,717

 

(1)

The depreciation for the year is included in cost of sales and administrative expenses in the income statement.

(2)

Includes an impairment charge of $38,914 accrued in previous years, as determined using the fair value less cost to dispose (“FVLCD”) methodology.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18


 

 

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the year ended 31 December 2017, 2016 and 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mining properties and development
costs
US$000

 

Land and buildings US$000

 

Plant and equipment
US$000

 

Vehicles US$000

 

Mine
closure
asset
US$000

 

Construction in progress and capital advances US$000

 

Total
US$000

Year ended 31 December 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At 1 January 2016

 

289,734

 

138,315

 

92,521

 

3,942

 

26,385

 

5,264

 

556,161

Additions

 

24,644

 

-

 

2,131

 

-

 

-

 

7,351

 

34,126

Change in discount rate

 

-

 

-

 

-

 

-

 

      (1,037)

 

-

 

(1,037)

Disposals

 

-

 

-

 

(1,320)

 

(139)

 

-

 

-

 

(1,459)

Change in mine closure estimate

 

-

 

-

 

-

 

-

 

(4,167)

 

-

 

(4,167)

Transfers and other movements

 

-

 

5,388

 

636

 

358

 

-

 

(6,425)

 

(43)

Transfers from evaluation and exploration assets

 

3,704

 

-

 

-

 

-

 

-

 

-

 

3,704

At 31 December 2016

 

318,082

 

143,703

 

93,968

 

4,161

 

21,181

 

6,190

 

587,285

Accumulated depreciation and impairment (2)  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At 1 January 2016

 

232,054

 

64,040

 

52,044

 

2,738

 

7,485

 

313

 

358,674

Depreciation for the year (1)

 

35,722

 

8,148

 

7,049

 

362

 

1,914

 

(271)

 

     52,924

Disposals

 

-

 

-

 

(1,049)

 

(122)

 

-

 

-

 

(1,171)

Transfers from evaluation and exploration assets

 

367

 

-

 

-

 

-

 

-

 

-

 

367

At 31 December 2016 

 

268,143

 

72,188

 

58,044

 

2,978

 

9,399

 

42

 

410,794

Net book amount at 31 December 2016

 

49,939

 

71,515

 

35,924

 

1,183

 

11,782

 

6,148

 

176,491

 

(1)

The depreciation for the year is included in cost of sales and administrative expenses in the income statement.

(2)

Includes an impairment charge of $38,914 accrued during 2013 as a result of decreases in the prices of silver and gold and was determined using the fair value less cost to dispose (“FVLCD”) methodology.

 

12. Evaluation and exploration assets

 

 

 

 

 

Total
US$000

Cost

 

 

Balance at 1 January 2016

 

12,412

Additions

 

1,081

Transfers to property, plant and equipment

 

(3,704)

Balance at 31 December 2016

 

9,789

Additions

 

1,407

Transfers to property plant and equipment

 

(1,891)

Balance at 31 December 2017

 

9,305

Accumulated impairment

 

 

Balance at 1 January 2016

 

1,336

Transfers to property, plant and equipment

 

(367)

Balance at 31 December 2016

 

969

Transfers to property, plant and equipment

 

(164)

Balance at 31 December 2017

 

805

Net book value as at 31 December 2016

 

8,820

Net book value as at 31 December 2017

 

8,500

 

19


 

 

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the year ended 31 December 2017, 2016 and 2015

 

13. Intangible assets

 

 

 

 

 

 

 

 

 

 

 

Transmission
line 1
US$000 

 

 

Software
licenses
US$000

 

 

Total
US$000

Cost

 

 

 

 

 

 

 

 

Balance at 1 January 2016

 

22,157

 

 

1,218

 

 

23,375

Transfer

 

-

 

 

43

 

 

43

Additions

 

-

 

 

13

 

 

13

Balance at 31 December 2016

 

22,157

 

 

1,274

 

 

23,431

Additions

 

-

 

 

14

 

 

14

Transfer

 

-

 

 

1

 

 

1

Balance at 31 December 2017

 

22,157

 

 

1,289

 

 

23,446

Accumulated amortization

 

 

 

 

 

 

 

 

Balance at 1 January 2016

 

     12,239

 

 

734

 

 

12,973

Amortization for the year 2

 

1,004

 

 

54

 

 

1,058

Balance at 31 December 2016

    

13,243

 

 

788

 

 

14,031

Amortization for the year 2

 

1,089

 

 

158

 

 

1,247

Balance at 31 December 2017

 

14,332

 

 

946

 

 

15,278

Net book value as at 31 December 2016

 

8,914

 

 

486

 

 

9,400

Net book value as at 31 December 2017 

 

    7,825

 

 

     343

 

 

    8,168

(1)

The transmission line is amortized using the units of production method. At 31 December 2017 the remaining amortization period is 8years.

(2)

The amortization for the period is included in cost of sales and administrative expenses in the income statement.

 

14. Trade and other receivables

 

 

 

 

 

 

 

 

 

 

                  

 

As at 31 December

 

 

2017

 

2016

 

 

Non-current
US$000

 

Current
US$000

 

Non-current
US$000

 

Current
US$000

Trade receivables (note 30.c)

 

-

 

22,035

 

-

 

29,534

Advances to suppliers

 

-

 

270

 

-

 

213

Credit due from exports

 

1,570

 

2,681

 

19,065

 

-

Receivables from related parties (note 24.a)

 

-

 

69

 

-

 

66

Loans to employees

 

-

 

250

 

-

 

93

Export duties paid in excess

 

1,441

 

-

 

1,688

 

-

Other

 

167

 

569

 

292

 

827

Prepaid expenses

 

-

 

1,274

 

-

 

1,018

Value Added Tax (VAT) (1)

 

292

 

12,538

 

371

 

15,658

Total

 

3,470

 

39,686

 

21,416

 

47,409

(1)

The VAT is valued at its recoverable amount.

 

The fair values of trade and other receivables approximate their book value.

 

15. Inventories

 

 


US$000

 

 

 

 

 

 

As at 31 December

 

 

2017
US$000

 

2016
US$000

Finished goods

 

3,011

 

3,515

Products in process

 

5,686

 

7,748

Supplies and spare parts

 

21,127

 

18,497

 

 

 

 

 

Provision for obsolescence of supplies

 

(5,004)

 

(4,462)

Total

 

24,820

 

25,298

 

Finished goods include doré and concentrate. Doré is an alloy containing a variable mixture of silver, gold and minor impurities delivered in bar form to refiners. Concentrate is a product containing sulphides with a variable content of base and precious metals and is sold to smelters.

 

20


 

 

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the year ended 31 December 2017, 2016 and 2015

 

The amount of expense recognized in profit and loss related to the consumption of inventory of supplies, spare parts and  raw materials is US$36,908 (2016: US$35,521, 2015: US$34,274).

 

Movements in the provision for obsolescence comprise an increase in the provision of US$542 (2016: US$405, 2015: US$75) and the reversal of US$nil (2016: US$nil, 2015: US$66) relating to the sale of supplies and spare parts.

 

16. Other financial assets and liabilities

 

     

As at 31 December

 

 

2017
US$000

 

2016
US$000

Other financial assets

 

 

 

 

Embedded derivatives (1)

 

575

 

-

Total financial assets at fair value through profit or loss

 

575

 

-

 

 

     

As at 31 December

 

 

2017
US$000

 

2016
US$000

Other financial liabilities

 

 

 

 

Embedded derivatives (1)

 

-

 

(697)

Total financial liabilities at fair value through profit or loss

 

-

 

(697)

 

(1) Sales of concentrate and doré volumes are ‘provisionally priced’ where the selling price is subjected to final adjustment at the end of a period, normally ranging from 15 to 90 days after the start of the delivery process to the customer, based on the market price at the relevant quotation point stipulated in the contract. This price exposure is considered to be an embedded derivative in accordance with IAS 39 ‘Financial Instruments: Recognition and Measurement’. The gain or loss that arises on the fair value of the embedded derivative is recorded in ‘Revenue’ (refer to note 3).

 

 

17. Cash and cash equivalents

 

 

 

 

 

 

 

      

 

As at 31 December

 

 

2017
US$000

 

 

2016
US$000

Cash at bank

 

16,299

 

 

22,495

Current demand deposit accounts (1)

 

22,412

 

 

11,993

Cash and cash equivalents considered for the statement of cash flows

 

38,711

 

 

34,488

(1) Relates to bank accounts which are freely available and bear interest.

 

The fair value of cash and cash equivalents approximates their book value.

 

18. Trade and other payables

 

 

 

 

 

 

 

 

 

 

 

 

As at 31 December

 

 

2017

 

2016

 

 

Non-current
US$000

 

Current
US$000

 

Non-current
US$000

 

Current
US$000

 

Trade payables (1)

 

-

 

13,453

 

-

 

13,266

 

Salaries and wages payable (2)

 

-

 

13,552

 

-

 

11,752

 

Taxes and contributions

 

32

 

6,446

 

42

 

31,276

 

Guarantee deposits

 

-

 

28

 

-

 

28

 

Mining royalty (note 27)

 

-

 

  576

 

-

 

509

 

Accounts payable to related parties (note 24 a)

 

1,021

 

750

 

312

 

869

 

Other

 

 

 

758

 

-

 

2,672

 

Total

 

1,053

 

35,563

 

354

 

60,372

 

(1)

Trade payables relate mainly to the acquisition of materials, supplies and contractors’ services. These payables do not accrue interest and no guarantees have been granted.

(2)

Salaries and wages payable were as follows:

 

The fair value of trade and other payables approximate their book values.

21


 

 

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the year ended 31 December 2017, 2016 and 2015

 

 

 

 

 

 

 

 

 

As at 31 December

 

 

 

2017
US$000

 

2016

US$000

 

Remuneration payable

 

12,896

 

11,294

 

Long term incentive plan

 

656

 

458

 

Total

 

13,552

 

11,752

 

 

19. Borrowings

 

 

 

As at 31 December

 

 

 

2017

 

2016

 

 

 

Effective
interest rate

 

Current
US$000

 

Effective
interest rate

 

Current
US$000

 

Pre-shipment loans (note 15 and 30)

 

2,08%

 

9,042

 

2.85%

 

2,524

 

Total

 

 

 

9,042

 

 

 

2,524

 

 

As part of the Company’s short-term financing policies, it acquires pre-shipment loans which are guaranteed by the sales contracts.

 

 

 

 

 

 


US$000

 

 

 

 

 

 

 

 


1 January 2017

 

Cash flows

 

 

31 December 2017

Current interest-bearing loans and borrowings

 

24

 

18

 

 

42

Current obligations under finance leases and hire purchase contracts

 

2,500

 

6,500

 

 

9,000

Total liabilities from financial activities

 

2,524

 

6,518

 

 

9,042

 

20. Provisions

 

 

 

 

 

 

 

(2)

 

 

 

 

 

 

 

 

 

 

 

Provision for mine closure (1)

US$000

 

 

Long Term 

Incentive Plan (2)

US$000

 

Other

US$000

 

 

Total

US$000

At 1 January 2016

 

28,252

 

 

76

 

2,506

 

 

30,834

Additions

 

-

 

 

319

 

436

 

 

755

Accretion

 

20

 

 

-

 

-

 

 

20

Change in discount rate

 

(1,037)

 

 

-

 

-

 

 

(1,037)

Change in estimates (3)

 

(4,275)

 

 

-

 

(320)

 

 

(4,595)

At 31 December 2016

 

22,960

 

 

395

 

2,622

 

 

25,977

Non-current portion

 

22,960

 

 

395

 

2,622

 

 

25,977

At 1 January 2017

 

22,960

 

 

395

 

2,622

 

 

25,977

Additions

 

-

 

 

77

 

1,788

 

 

1,865

Accretion

 

107

 

 

-

 

-

 

 

107

Change in discount rate

 

319

 

 

-

 

-

 

 

319

Change in estimates (3 )

 

(54)

 

 

-

 

(342)

 

 

(396)

Consumptions

 

(374)

 

 

 

 

 

 

 

(374)

At 31 December 2017

 

22,958

 

 

472

 

4,068

 

 

27,498

Non-current portion

 

22,958

 

 

472

 

4,068

 

 

27,498

(1) The provision represents the discounted values of the estimated cost to decommission and rehabilitate the mine at the expected date of closure for the mine. The present value of the provision has been calculated using a real pre-tax annual discount rate, based on a US Treasury bond of an appropriate tenure adjusted for the impact of quantitative easing as at 31 December 2017 and 2016 respectively, and the cash flows have been adjusted to reflect the risk attached to these cash flows. Uncertainties on the timing for use of this provision include changes in the future that could impact the time of closing the mine, as new resources and reserves are discovered. The discount rate used is 0.35% and 0.51% respectively.

(2) Corresponds to the provision related to awards granted under the Long-Term Incentive Plan to designated personnel of the Company.

(3) Based on the 2017 final external review and 2016 draft external review of mine rehabilitation budgets.

 

 

 

 

22


 

 

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the year ended 31 December 2017, 2016 and 2015

 

21. Equity

Share capital

Issued share capital

The issued share capital of the Company as at 31 December 2017 and 2016 are as follows:

 

 

 

 

 

 

 

 

Issued

Class of shares

 

Number

 

US$000

Ordinary shares

 

344,756,530

 

110,132

 

Cumulative translation adjustment:

The cumulative translation adjustment account is used to record exchange differences arising from the translation of the financial statements for the period in which the Company had a functional currency different than the reporting currency.

 

22. Income tax

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

 

 

Year ended 31 December

 

2017
US$000

 

 

 2016
US$000

 

 2015
US$000

Current income tax:

 

 

 

 

 

Current income tax charge

(14,382)

 

(30,868)

 

(4,673)

Adjustments in respect of current income tax of previous year

2

 

777

 

(1)

Deferred income tax :

 

 

 

 

 

Relating to origination and reversal of temporary differences

15,866

 

7,889

 

(8,311)

Income tax expense

1,486

 

(22,202)

 

(12,985)

 

A  reconciliation between tax expense and the product of accounting profit multiplied by Company’s domestic tax rate for the years ended 31 December 2017 and 2016 is as follows:

 

 

 

 

 

 

 

 

 

Year ended 31 December

 

2017
US$000

 

 

 2016
US$000

 

 2015
US$000

Accounting profit before income tax

22,106

 

57,464

 

2,694

At Company´s statutory income tax rate of 35%

(7,737)

 

(20,112)

 

(943)

Expenses not deductible for tax purposes

(173)

 

(432)

 

(535)

Exploration expenses (double deduction)

1,813

 

1,710

 

687

Foreign exchange differences

(6,747)

 

(4,857)

 

(11,812)

Other

3,575

 

1,489

 

(382)

Change in tax rate

10,755

 

-

 

-

Income tax expense

1,486

 

(22,202)

 

(12,985)

 

 

 

 

 

 

 

 

 

23


 

 

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the year ended 31 December 2017, 2016 and 2015

 

Deferred tax expense

 

Deferred income tax relates to the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statement of financial position

 

Income statement

 

As at
31 December 2017
US$000

 

As at
31 December 2016
US$000

 

2017
US$000

 

2016 US$000

 

 

2015      US$000

PP&E, explorations and evaluation assets, and intangible assets

(38,077)

 

(57,979)

 

(19,902)

 

(8,111)

 

6,810

Inventories

(1,554)

 

(2,705)

 

(1,151)

 

(1,946)

 

2,635

Other assets

(2,108)

 

1,310

 

3,418

 

(278)

 

314

Other accounts payable

149

 

367

 

218

 

358

 

(30)

Abandonment and mine rehabilitation provision

4,018

 

6,058

 

2,040

 

2,456

 

(1,754)

Other liabilities

1,698

 

1,209

 

(489)

 

(368)

 

336

Deferred income tax expense

 

 

 

 

(15,866)

 

(7,889)

 

8,311

Deferred income tax liabilities, net

(35,874)

 

(51,740)

 

 

 

 

 

 

 

 

 

 

 

 

Reflected in the statement of financial position

 

 

 

 

 

 

 

Deferred income tax assets

5,865

 

8,944

 

 

 

 

Deferred income tax liabilities

(41,739)

 

(60,684)

 

 

 

 

Deferred income tax liabilities net

(35,874)

 

(51,740)

 

 

 

 

 

23. Dividends paid and proposed

 

 

 

 

 

 

 

 

 

Year ended 31 December

 

 

2017
US$000

 

2016
US$000

 

2015
US$000

Declared

 

-

 

-

 

-

Equity dividends:

 

-

 

-

 

-

Dividends for 2015

 

-

 

-

 

-

Dividends for 2016

 

-

 

34,660

 

-

Dividends for 2017

 

25,633

 

 

 

-

Dividends declared

 

25,633

 

34,660

 

-

Dividends paid

 

25,034

 

36,719

 

1,122

 

24. Related-party balances and transactions

MSC is a private company, owned by Hochschild Mining Argentina Corporation S.A. (HMAC SA) with a 51% interest and Minera Andes S.A. (MASA) with a 49% interest. HMAC S.A. is an indirect wholly-owned subsidiary of Hochschild Mining Plc. and MASA is an indirect wholly-owned subsidiary of McEwen Mining Inc.

 

(a) Related-party accounts receivable and payable

The Company had the following related-party balances and transactions during the years ended 31 December 2017 and 2016. The related parties are companies owned or controlled by the main shareholder of the parent company or shareholders.

 

 

 


US$000

 

 

 

 

 


US$000

 

 

 

 

 

Trade and other receivables

 

 

Trade and other payables

 

 

As at December
2017
US$000

 

As at December
2016
US$000

 

 

As at December
2017
US$000

 

As at December
2016
US$000

Current related party balances

 

 

 

 

 

 

 

 

 

Compañía Minera Ares

 

69

 

66

 

 

418

 

538

MH Argentina S.A.

 

-

 

-

 

 

256

 

256

Hochschild Mining Plc.

 

-

 

-

 

 

497

 

387

Total

 

69

 

66

 

 

1,171

 

1,181

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

24


 

 

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the year ended 31 December 2017, 2016 and 2015

 

As at 31 December 2017 and 2016, all other accounts are, or were, non-interest bearing.

 

No security has been granted or guarantees given by the Company in respect of these related party balances.

 

 

 

 

 

 

 

 

 

 

2017
US$000

 

2016

US$000

2015

US$000

Related party transactions

 

 

 

 

 

Intercompany services

 

 

 

 

 

Compañía Minera Ares

 

768

 

847
832

Other intercompany transactions

 

 

 

 

 

Hochschild Mining Plc

 

109

 

167
157

Dividends – See note 23

 

 

 

 

 

Hochschild Mining Argentina Corp.

 

13,073

 

17,677

-

Minera Andes S.A.

 

12,560

 

16,983

-

 

(b) Compensation of key management personnel of the Company

Compensation of key management personnel (including Directors)

 

2017
US$000

 

2016
US$000

Short-term employee benefits

 

519

 

467

Long Term Incentive Plan

 

585

 

694

Total compensation paid to key management personnel

 

1,104

 

1,161

 

25. Commitments

Capital commitments

As at 31 December 2017 and 2016, the future capital commitments are as follows:

 

 

 

 

 

 

 

 

Year ended 31 December

 

 

2017
US$000

 

2016
US$000

Capital commitments

 

5,739

 

3,682

Total

 

5,739

 

3,682

 

As at 31 December 2017 and 2016, capital commitments are related to projects, infrastructure and sustaining and exploration activities started during the year which will be completed during subsequent months.

 

26. Contingencies

As at 31 December 2017, the Company had the following contingencies:

 

(a) Taxation

Fiscal periods remain open to review by the tax authorities for five years in Argentina, preceding the year of review. During this time the authorities have the right to raise additional tax assessments including penalties and interest. Under certain circumstances, reviews may cover longer periods.

 

Because a number of fiscal periods remain open to review by the tax authorities, coupled with the complexity of the Company and the transactions undertaken by it, there remains a risk that significant additional tax liabilities may arise. As at 31 December 2017, the Company had exposures totaling US$10,149 (2016: US$23,749) which are assessed as ‘possible’, rather than ‘probable’. No amounts have been provided in respect of these items.

 

Notwithstanding this risk, the Directors believe that management’s interpretation of the relevant legislation and assessment of taxation is appropriate and that it is probable that the Company’s tax and customs positions will be sustained in the event of a challenge by the tax authorities. Consequently, the Directors consider that they have made adequate provision for any future outflow of resources and no additional provision is required in respect of these claims or risks.

 

(b) Other

The Company has conducted its operations in the ordinary course of business in accordance with its understanding and interpretation, and based on advice of legal counsel, of applicable legislation in the countries in which the Company has operations. In certain specific transactions, however, the relevant authorities could have a different interpretation of those laws and regulations that could lead to

25


 

 

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the year ended 31 December 2017, 2016 and 2015

 

contingencies or additional liabilities for the Company. Having consulted legal counsel, management believes that it has reasonable grounds to support its position.

 

The assessment of contingencies inherently involves exercise of significant judgment and estimates of the outcome of future events. Uncertainties in estimating the liability includes changes in the legal interpretation that the authorities could make in respect of the Company’s transactions.

 

On June 2005, the National Executive issued Decree No. 616/05 ("Decree 616"), which imposed modifications to the foreign currency exchange rate regime in Argentina in relation to foreign exchange inflows and outflows, among which, is a provision for the establishment of a nominative deposit in U.S. dollars, non-transferable and unpaid in an amount equal to 30% of the amount involved in the foreign exchange operation, which must be kept for 365 days in a local financial institution ("Deposit"). It is important to highlight that the deposit cannot be used as security or collateral for credit operations of any kind. 

 

Although Decree 616 established exceptions to the constitution of the deposit, having delegated in the Central Bank of Argentina (the "Central Bank") the regulation of the decree, the Central Bank established some additional exceptions to the constitution of the deposit and regulated requirements to be met for specific exceptions to the constitution of the deposit regulated in Decree 616.

 

Without prejudice to the fact that the principles set out in Decree 616 are a clear restriction on the free availability of foreign exchange, precisely with the exception of companies that enjoy fiscal stability and exchange rate stability in accordance with the provisions of Decree No. 753/2004, as in the case of Minera Santa Cruz S.A.

 

Moreover, on 26 October 2011, Decree 1722/2011 issued by the National Executive was published, under which the Company (amongst other mining companies) was within the scope of the obligation to settle in Argentina its total foreign exchange earnings from export operations. Since the issuance of said decree the Company began to comply with the foreign exchange settlement regime with regards to their export sales, however, the aforesaid does not imply the Company abandons the possibility of challenging Decree 1722/2011 in the future.

 

On 16 December 2016, the resolution N° 3/2016 from Ministry of Finance has reduced to 0% (zero) the deposit settled by Article N° 4 in Decree N° 615/05.

 

27. Mining royalties and taxes

Royalties

In accordance with Argentinian legislation, Provinces (being the legal owners of the mineral resources) are entitled to request royalties from mine operators. For San Jose, the mining royalty was originally fixed at 1.85% of the pit-head value of the production where the final product is doré and 2.55% where the final product is mineral concentrate or precipitates. In October 2014 a new provincial law was passed, which increased the mining royalty applicable to doré and concentrate to 3% of the pit-head value. Since November 2012 MSC has been paying and expensing the increased 3%. As at 31 December 2017, the amount payable as mining royalties amounted to US$576 (2016: US$509). The amount recorded in the income statement was US$5,792 (2016: US$5,747, 2015: US$4,762).

 

Tax on Mining reserves

On 13 July 2013, the congress of the Province of Santa Cruz passed Law No. 3318, which created a tax on mining reserves. Accordingly, the owners of mining concessions located in the Province of Santa Cruz must pay a tax on mining reserves at a rate of 1%, calculated at the end of each year and determined according to the international price of metals at that date. This law was later regulated by the Provincial Government Decree No. 1252/2016 and by the Provincial Tax Authority Disposition No. 084/2016. According to these regulations, the tax applies only on “measured reserves” and certain deductions (related to the production cost) apply. On 13 December 2013, Minera Santa Cruz S.A. filed before the Argentine Supreme Court a legal claim against the tax on mining reserves. Such legal claim challenges the legality of the tax on mining reserves arguing its unconstitutionality on the grounds that it violates the Federal Mining Policy created by national law No. 24.196. Additionally, on 2 November 2016, Minera Santa Cruz S.A. filed a precautionary measure under which it requested the Argentine Supreme Court to order the Province of Santa Cruz not to claim to Minera Santa Cruz S.A. the payment of any amount related to the tax on mining reserves until a final decision on the constitutionality of the tax is rendered. The precautionary measure was granted on 9 December 2016, and the tax was finally revoked by the Province with a new Law No. 3462, on 30 December, 2016, with no tax was paid during 2016 and no tax was accrued for the period in 2016. On 1   March 2017, a document was signed between the Province and MSC in which MSC agreed to drop the lawsuit filed before the Supreme Court and both parties agreed not to claim against each other any amount related to the tax, and this agreement was approved by the Supreme Court of Justice on 12 April, 2017.

 

As at 31 December 2016, the Company has recorded all the effects related to the final resolution.

 

26


 

 

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the year ended 31 December 2017, 2016 and 2015

 

28. Export

Export Duties

The Company has had export duty payments since the beginning of its operation. The tax equals 5% over doré and 10% over concentrate.  Export duties related to doré and concentrate were reduced from 5% and 10%, respectively, to 0%, with the Decree No. 160/2016 and 349/2017, on 18, December 2016 and on 12, February 2017, respectively.

 

Export Benefits

On 3 November 2016 the Decree No. 2229/2016 has resettled the Article No. 1 of Law No. 23.018, Exports Reimbursement. It applied to the exports that the Company performs through Patagonia Ports. In December 2017 the Decree No. 1199/2017 repealed the benefit.

 

29. Investment regime for mining activity

Law No. 24,196, as amended by Law No. 25,429 establishes a regime for mining investments applicable in all provinces in Argentina. In this regard, on October 21, 1993, the Province of Santa Cruz emulated this mining investment regime through Provincial Law No. 2,332.

 

Those interested in benefitting from this regime must register with the National Mining Secretary.

 

The main benefits for the mining companies that carry out activities within the framework of this regime are detailed below:

 

o

Fiscal stability for a period of thirty years from the date of submission of the Feasibility Study. Fiscal stability for all taxes, to be understood as such all direct taxes and tax contributions that have as taxpayers the companies registered in the register mentioned previously, as well as rights, duties or other import or export charges.

 

o

Fiscal stability shall also apply to foreign exchange regimes and tariffs, excluding exchange rate and repayments, refunds and/or repayment of charges in connection with exports.

 

o

Tax deduction from income tax balance, from the time of submission of the application for registration authorized by Law No. 24,196, one hundred percent of the amounts invested in exploration expenditures, mineralogical and metallurgical testing, pilot plant and other work to determine the technical and economic feasibility of the projects, subject to treatment as expenses or amortizable investment, appropriate to these in accordance with income tax law.

 

o

Optional accelerated depreciation regime for income tax on capital investments made ​​towards the execution of new mining projects and expansion of existing ones.

 

o

In this regard, annual tax depreciation shall not exceed, in each fiscal year, the amount of taxable income generated by mining activities, prior to the transfer of the relevant amortization and, if applicable, once tax losses from prior years are computed. The non-computable surplus in a given fiscal year can be attributed to the following years, considering for each the maximum limit mentioned above. The period during which tax depreciation of assets is computed may not exceed the term of their respective useful lives. The existing residual value at the end of the year, in which the expiration of the useful life of assets occurs, may be attributed entirely to the tax balance of that fiscal year, and the above limitation is not applicable in these cases.

 

o

Exemption from payment of import duties and any other duty, correlative levy or statistics duty, except other remuneration duties on services, corresponding to the introduction of capital goods, special equipment or component parts of such property and inputs determined by the enforcement authority that are necessary for the execution of the activities covered by this scheme.

 

o

Recovery of tax credits arising from acquisitions and imports of goods and services for the purposes of carrying out mining activities such as prospection, exploration, mineralogical studies and applied research that after twelve (12) fiscal years counted from the year in which they were computed, make up the balance of the value added tax.

 

o

Deduction of the provision for mine closure and abandonment in the determination of income tax, up to an amount equal to five percent of the operating costs of extraction and processing.

 

Companies registered in the regime will not see an increase in their total tax burden, considered separately in each relevant jurisdiction upon the filing of said Feasibility Study at the national, provincial and municipal levels, which adhere to Law 24,196.

 

27


 

 

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the year ended 31 December 2017, 2016 and 2015

 

Due to increases in the total tax burden, the following actions, among others, are mentioned in Law No. 25,429: the creation of new taxes, an increase in the rates, fees or amounts of existing taxes, the modification of the mechanisms or procedures determining the fiscal base for taxes, the repeal of exemptions granted and the elimination of deductions allowed.

 

Additionally, with regards to interest payments to foreign financial institutions and entities, included in Title V of the Income Tax Law, fiscal stability also applies to the increase in the rates, fees or amounts in effect on the date of the Feasibility Study to the alteration of rates or mechanisms for determining the estimated net gain of Argentine origin, when companies operating under the regime have agreed by contract to take charge of the respective tax.

 

Fiscal stability does not include: changes in the value of property, when such valuation is the basis for the determination of a tax, the extension of the validity of rules passed for a certain time, which are in effect at the time fiscal stability is obtained; expiration of exemptions, exceptions or other measures adopted for a certain time, and due to the expiry of that period; contributions towards the

Single Social Security System and indirect taxes, including Value Added Tax.

 

These benefits (except fiscal stability), apply to mining projects of the Company as from 18 April 2002, the date on which the Secretariat of Energy and Mining of the Nation, decided to register the Company in the Register of Mining Investments (Law No. 24,196). Said registration was requested by the Company in October 2001.

 

On 21 November 2005 the Company submitted the Feasibility Study to the Mining Ministry, from which date it is enjoying the benefits of fiscal stability.

 

30. Financial risk management

The Company is exposed to a variety of risks and uncertainties which may have a financial impact on the Company and which also impact the achievement of social, economic and environmental objectives. These risks include strategic, commercial, operational, legal and financial risks and are further categorized into risk areas to facilitate consolidated risk reporting across the Company.

 

The Company has made significant developments in the management of the Company’s risk environment which seeks to identify and, where appropriate, implement the controls to mitigate the impact of the Company’s significant risks.

 

(a) Commodity price risk

Silver and gold prices have a material impact on the Company’s results of operations. Prices are significantly affected by changes in global economic conditions and related industry cycles. Generally, producers of silver and gold are unable to influence prices directly; therefore, the Company’s profitability is ensured through the control of its cost base and the efficiency of its operations.

 

The Company has embedded derivatives arising from the sale of concentrate and doré which were provisionally priced at the time the sale was recorded (refer to notes 3 and 16). For these derivatives, the sensitivity of the fair value to an immediate 10% favorable or adverse change in the price of gold and silver (assuming all other variables remain constant), is as follows:

 

 

 

 

 

 

 

 

 

 

Year

 

Increase/
decrease price of ounces of:

 

Effect on
profit before tax
US$000

 

2017

 

Gold +/-10%
Silver +/-10%

 

-/+66

-/+128

 

2016

 

Gold +/-10%
Silver +/-10%

 

-/+111

-/+164

 

(b) Foreign currency risk

The Company produces silver and gold which are typically priced in US dollars. A portion of the Company’s costs are incurred in Argentinian pesos. Accordingly, the Company’s financial results are affected by exchange rate fluctuations between the US dollar and the local currency. The long-term relationship between commodity prices and currencies in the country provides a certain degree of natural protection. The Company does not use derivative instruments to manage its foreign currency risks.

 

The following table demonstrates the sensitivity of financial assets and liabilities, at the reporting date, denominated in their respective currencies, to a reasonably possible change in the US dollar exchange rate, with all other variables held constant, of the Company’s profit before tax and the Company’s equity:

 

 

 

 

 

 

 

 

 

 

 

 

28


 

 

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the year ended 31 December 2017, 2016 and 2015

 

Year

 

Increase/decrease in US$/other currencies’ rate

 

Effect on profit before tax
US$000

 

2017

 

 

 

 

 

Argentinian pesos

 

+/-10%

 

-/+182

 

2016

 

 

 

 

 

Argentinian pesos

 

+/-10%

 

-/+2,240

 

 

(c) Credit risk

Credit risk arises from debtors’ inability to make payment of their obligations to the Company as they become due (without taking into account the fair value of any guarantee or pledged assets). The Company is primarily exposed to credit risk as a result of commercial activities and non-compliance, by counterparties, in transactions in cash which are primarily limited to cash balances deposited in banks and accounts receivable at the statement of financial position date.

 

Counterparty credit exposure based on commercial activities, including trade receivables, embedded derivatives and cash balances in banks as at 31 December 2017 and 31 December 2016 is shown as follows:

 

 

 

 

 

 

 

 

 

 

Summary commercial partners – Trade receivables

 

As at
31 December 2017
US$000

 

Credit
rating or % collected as at 4 May 2018

 

As at
31 December 2016
US$000

 

Credit
rating or % collected as at 18 May 2017

LS Nikko

 

9,697

 

96%

 

10,193

 

100%

Trafigura Perú S.A.C (formerly Consorcio Minero S.A.)

 

1,735

 

100%

 

5,243

 

100%

Aurubis AG (formerly Nordeutsche Affinerie AG)    

 

2,391

 

91%

 

2,371

 

100%

Republic Metals Corporation

 

2,340

 

100%

 

5,128

 

100%

Aurubis Bulgaria

 

5,501

 

100%

 

2,231

 

100%

Argor Heraus S.A.

 

371

 

100%

 

4,368

 

100%

Total

 

22,035

 

 

 

29,534

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Summary commercial partners – Embedded derivatives

 

As at
31 December 2017
US$000

 

Credit
rating or % collected as at 14 May 2018

 

As at
31 December 2016
US$000

 

Credit
rating or % collected as at 18 May 2017

LS Nikko

 

411

 

96%

 

(312)

 

100%

Trafigura Perú S.A.C (formerly Consorcio Minero S.A.)

 

10

 

100%

 

(38)

 

100%

Aurubis AG (formerly Nordeutsche Affinerie AG)

 

102

 

91%

 

(141)

 

100%

Republic Metals Corporation

 

9

 

100%

 

55

 

100%

Argor – Heraeus S.A.

 

10

 

100%

 

(65)

 

100%

Aurubis Bulgaria AG

 

33

 

100%

 

(196)

 

100%

Total

 

575

 

 

 

(697)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial counterparties

 

As at
31 December

2017
US$000

 

Credit 
rating
(1)

 

As at
31 December 2016
US$000

 

Credit 
rating
(1)

Citibank

 

1,507

 

AAA

 

1,005

 

A-

ICBC

 

4,520

 

AAA

 

1,519

 

AAA

BBVA

 

1,508

 

AAA

 

-

 

-

Santander Rio

 

1,507

 

AAA

 

-

 

-

 

Total

 

9,042

 

 

 

2,524

 

-

(1) The long-term credit rating.

 

To manage the credit risk associated with commercial activities, the Company took the following steps:

 

·

Active use of prepayment/advance clauses in sales contracts;

·

Delaying delivery of title and/or requiring advance payments to reduce exposure timeframe (potential delay in sales recognition);

·

Obtaining parent guarantees or contracting directly with parent company to shore up the credit profile of the customer (where possible); and

·

Maintaining as diversified a portfolio of clients as possible.

29


 

 

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the year ended 31 December 2017, 2016 and 2015

 

To manage credit risk associated with cash balances deposited in banks, the Company took the following steps:

 

·

Increasing banking relationships with large, established and well-capitalized institutions in order to secure access to credit and to diversify credit risk;

·

Limiting exposure to financial counterparties according to Board approved limits; and

·

Investing cash in short-term, highly liquid and low risk instruments (money market accounts, term deposits, US Treasuries).

 

Receivable balances are monitored on an ongoing basis with the result that the Company’s exposure to bad debts has not been significant. The maximum exposure is the carrying amount as disclosed in note 14.

 

(d) Liquidity risk

Liquidity risk arises from the Company’s inability to obtain the funds it requires to comply with its commitments, including the inability to sell a financial asset quickly enough and at a price close to its fair value. Management constantly monitors the Company’s level of short- and medium-term liquidity, and its access to credit lines, in order to ensure appropriate financing is available for its operations. In 2017 the Company maintained uncommitted short-term bank lines for approximately US$52,100.

 

The table below categorizes the undiscounted cash flows of Company’s financial liabilities into relevant maturity groupings based on the remaining period as at the statement of financial position to the contractual maturity date. Interest cash flows have been calculated using the spot rate at year end.

 

 

 

 

 

 


US$000

 

 

 

 

 

 

 

 

 

 

 

Less than
1 year
US$000

 

Between

1 and 2 years
US$000

 

Between
2 and 5 years
US$000

 

Over
5 years
US$000

 

Total
US$000

At 31 December 2017

 

 

 

 

 

 

 

 

 

 

Trade and other payables

 

35,688

 

453

 

-

 

-

 

36,141

Embedded derivative liability

 

-

 

-

 

-

 

-

 

-

Borrowings

 

9,042

 

-

 

-

 

-

 

9,042

Provisions

 

-

 

374

 

4,166

 

22,958

 

27,498

Total

 

44,730

 

827

 

4,166

 

22,958

 

72,681

At 31 December 2016

 

 

 

 

 

 

 

 

 

 

Trade and other payables

 

60,372

 

354

 

-

 

-

 

60,726

Embedded derivative liability

 

697

 

-

 

-

 

-

 

697

Borrowings

 

2,524

 

-

 

-

 

-

 

2,524

Provisions

 

-

 

271

 

2,746

 

22,960

 

25,977

Total

 

63,593

 

625

 

2,746

 

22,960

 

89,924

 

(e) Fair value hierarchy

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique: 

 

·

Level 1 — quoted (unadjusted) prices in active markets for identical assets or liabilities. 

·

Level 2 — other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

·

Level 3 — techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.

 

As at 31 December 2017 and 2016, the Company held the following financial instruments measured at fair value: 

 

 

 

 

 

 

 

 

 

 

Assets measured at fair value

 

31 December 2017
US$000

 

Level 1
US$000

 

Level 2
US$000

 

Level 3
US$000

Embedded derivatives (Note 16)

 

575

 

-

 

-

 

575

 

 

 

 

 

 

 

 

 

 

Liabilities measured at fair value

 

31 December 2016
US$000

 

Level 1
US$000

 

Level 2
US$000

 

Level 3
US$000

Embedded derivatives (Note 16)

 

(697)

 

-

 

-

 

(697)

 

During the period ending 31 December 2017 and 2016, there were no transfers between these levels.

30


 

 

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the year ended 31 December 2017, 2016 and 2015

 

 

The reconciliation of the financial instruments categorized as level 3 is as follows:

 

 

 

Embedded derivatives (liabilities)/assets
US$000

 

Balance at 1 January 2016

 

(624)

 

Loss from the period recognized in revenue

 

(73)

 

Balance at 31 December 2016

 

(697)

 

Gain from the period recognized in revenue

 

1,272

 

Balance at 31 December 2017

 

575

 

 

(f) Capital risk management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders, benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital. Management considers as part of its capital, the financial sources of funding from shareholders and third parties. During 2017 management decided to increase its short-term debt. In addition, management reserves the right to use short-term pre-shipment financing (financing of commercial accounts receivables and finished goods inventory).

 

31. Impairment of Non-financial assets

The Company evaluates annually each asset or CGU at December 31, to determine whether there are any indicators of impairment. As at December 31, 2017 no indicators of impairment were identified.

 

32. Argentine Tax Reform  

 

The Tax Reform recently sanctioned in Argentina brought with it a series of modifications in the taxation and calculation of the income tax to which the Company is subject in the normal course of its activities. The main changes are the following:

 

Reduction in the applicable rate

Until the fiscal year ended on December 31, 2017, the income tax rate will remain at 35%. The tax reform establishes a gradual reduction of the applicable rate for the calculation of income tax, being 35%, 30% and 25% for fiscal periods beginning on January 1, 2017, 2018 and 2019 and January 1, 2020 onwards, respectively.

 

The reduction in the applicable rate is complemented by the application of a tax on the distribution of dividends made to local human persons and beneficiaries abroad, which the Company must withhold and enter the Treasury as a single and definitive payment when the dividends are paid. This additional tax will be 7% or 13%, depending on whether the dividends distributed correspond to earnings of a fiscal period in which the Company was reached at the rate of 30% or 25%, respectively. For these purposes it is considered, without admitting proof to the contrary, that the dividends that are made available correspond, firstly, to the accumulated earnings of greater maturity.

 

The effects as of December 31, 2017 of this change in the rate on the measurement of deferred assets and liabilities are detailed below in the section "Deferred tax".

 

Tax adjustment for inflation

It is provided that for the determination of the net taxable income of the periods beginning on or after January 1, 2018, the adjustment for inflation obtained by application of the income tax law may be deducted or incorporated into the tax result for the fiscal year. This adjustment will proceed only if the percentage variation in the IPIM, according to the tables drawn up by the tax authority for these purposes, will accumulate (a) a percentage higher than 100% in the 36 months prior to the end of the year, or (b) in the first and second fiscal year beginning on or after January 1, 2018, an accumulated variation, calculated from the first of them and until the close of each fiscal year, which exceeds 33% or 66%, respectively.

 

Update of acquisitions and investments made in fiscal years beginning on or after January 1, 2018.

 

A cost update mechanism is established for assets acquired or investments made in fiscal years beginning on or after January 1, 2018. The adjustment will be made based on the percentage variations of the IPIM. This updating mechanism will have a significant impact on the calculation of future taxable profits on which the Company must pay the income tax.

 

 

31


 

 

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the year ended 31 December 2017, 2016 and 2015

 

Tax revaluation

It establishes the possibility of carrying out the tax revaluation, for a single time, of certain assets that are part of the assets as of December 31, 2017, in order to update their value.

 

This revaluation is optional, and to carry out the tax revaluation, a special tax must be paid. The special tax will vary between 8% and 15%, depending on the type of asset to be re-evaluated and it will be calculated between the difference of the residual revalued tax value and the tax value of residual origin.

 

Once the option for a certain good is exercised, all other goods in the same category must be revalued.

 

This tax is not deductible from income tax, and the tax result that originates the revaluation is not subject to it and is not computable for the purposes of the Asset tax liquidation.

 

The taxpayers that exercise the revaluation option waive to promote any judicial or administrative process for which the adjustment for tax inflation is claimed. The exercise of the revaluation option must be effected only once in the term established in the regulation.

 

As of the date of approval of these Financial Statements, the Management has not yet decided whether it will make use of said option.

 

33. Subsequent Events

The Company has evaluated subsequent events through (May 14, 2017).

 

In February 2018 the Company declared and paid dividends for USD$10,224.

 

32