![](https://capedge.com/proxy/6-K/0001062993-23-011141/exhibit99-1x001.jpg)
EMX ROYALTY CORPORATION
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in thousands of US Dollars)
(Unaudited)
March 31, 2023
EMX ROYALTY CORPORATION
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
(Unaudited - Expressed in thousands of US dollars)
ASSETS | | Note | | | March 31, 2023 | | | December 31, 2022 | |
| | | | | | | | | |
Current | | | | | | | | | |
Cash | | | | $ | 9,089 | | $ | 15,508 | |
Restricted cash | | 3 | | | 4,346 | | | 1,330 | |
Investments | | 4 | | | 10,267 | | | 10,409 | |
Trade receivables and other assets | | 5 | | | 12,506 | | | 11,574 | |
Loan receivable | | 14 | | | 750 | | | - | |
Total current assets | | | | | 36,958 | | | 38,821 | |
| | | | | | | | | |
Non-current | | | | | | | | | |
Restricted cash | | 3 | | | 144 | | | 144 | |
Investments | | 4 | | | 4,099 | | | 4,152 | |
Trade receivables and other assets | | 5 | | | 12,690 | | | 12,522 | |
Investments in associated entities | | 6 | | | 58,206 | | | 58,189 | |
Royalty and other property interests | | 8 | | | 52,659 | | | 53,425 | |
Property and equipment | | | | | 1,259 | | | 1,188 | |
Deferred financing charges | | | | | 389 | | | 389 | |
Total non-current assets | | | | | 129,446 | | | 130,009 | |
| | | | | | | | | |
TOTAL ASSETS | | | | $ | 166,404 | | $ | 168,830 | |
| | | | | | | | | |
LIABILITIES | | | | | | | | | |
| | | | | | | | | |
Current | | | | | | | | | |
Accounts payable and accrued liabilities | | | | $ | 2,843 | | $ | 2,340 | |
Advances from joint venture partners | | 10 | | | 1,359 | | | 1,703 | |
Derivative liability | | 11 | | | 1,872 | | | - | |
Loan payable | | 12 | | | 3,178 | | | 3,216 | |
Total current liabilities | | | | | 9,252 | | | 7,259 | |
| | | | | | | | | |
Non-current | | | | | | | | | |
Loan payable | | 12 | | | 37,771 | | | 37,273 | |
Deferred income tax liability | | | | | 1,099 | | | 1,097 | |
Total non-current liabilities | | | | | 38,870 | | | 38,370 | |
| | | | | | | | | |
TOTAL LIABILITIES | | | | | 48,122 | | | 45,629 | |
| | | | | | | | | |
SHAREHOLDERS' EQUITY | | | | | | | | | |
Capital stock | | 13 | | | 157,875 | | | 193,006 | |
Reserves | | | | | 18,598 | | | 11,753 | |
Deficit | | | | | (58,191 | ) | | (81,558 | ) |
TOTAL SHAREHOLDERS' EQUITY | | | | | 118,282 | | | 123,201 | |
| | | | | | | | | |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | | | | $ | 166,404 | | $ | 168,830 | |
Nature of operations and going concern (Note 1)
Subsequent Event (Note 18)
Approved on behalf of the Board of Directors on May 11, 2023
Signed: "David M Cole" | Director | | Signed: "Larry Okada" | Director |
| | | | |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
EMX ROYALTY CORPORATION
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF INCOME (LOSS)
(Unaudited - Expressed in thousands of US dollars, except per share amounts)
| | | | | Three months ended | | | Three months ended | |
| | | | | March 31, 2023 | | | March 31, 2022 | |
| | Note | | | | | | (restated - Note 2) | |
REVENUE AND OTHER INCOME | | 7 | | $ | 2,742 | | $ | 1,749 | |
| | | | | | | | | |
COSTS AND EXPENSES | | | | | | | | | |
General and administrative | | 7 | | | 1,698 | | | 2,122 | |
Project and royalty generation costs, net | | 8 | | | 2,846 | | | 2,134 | |
Depletion, depreciation, and direct royalty taxes | | | | | 852 | | | 494 | |
Share-based payments | | 13 | | | 143 | | | 494 | |
| | | | | 5,539 | | | 5,244 | |
| | | | | | | | | |
Loss from operations | | | | | (2,797 | ) | | (3,495 | ) |
| | | | | | | | | |
Gain on revaluation of investments | | | | | 674 | | | 4,997 | |
Loss on sale of marketable securities | | | | | (442 | ) | | (157 | ) |
Loss on revaluation of derivative liabilities | | 11 | | | (586 | ) | | - | |
Equity income from investments in associated entities | | 6 | | | 915 | | | 911 | |
Foreign exchange loss | | | | | (168 | ) | | (868 | ) |
Gain on debt modification | | 12 | | | - | | | 4,005 | |
Settlement gain, net | | | | | - | | | 18,825 | |
Finance expense | | 12 | | | (1,241 | ) | | (1,411 | ) |
| | | | | | | | | |
Income (loss) before income taxes | | | | | (3,645 | ) | | 22,807 | |
Deferred income tax expense | | | | | (2 | ) | | (4,215 | ) |
Income tax expense | | | | | (79 | ) | | - | |
| | | | | | | | | |
Income (loss) for the period | | | | $ | (3,726 | ) | $ | 18,592 | |
| | | | | | | | | |
Basic earnings (loss) per share | | 9 | | $ | (0.03 | ) | $ | 0.18 | |
Diluted earnings (loss) per share | | 9 | | $ | (0.03 | ) | $ | 0.17 | |
| | | | | | | | | |
Weighted average number of common shares outstanding - basic | | 9 | | | 110,664,190 | | | 105,382,744 | |
Weighted average number of common shares outstanding - diluted | | 9 | | | 110,664,190 | | | 107,282,369 | |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
EMX ROYALTY CORPORATION
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited - Expressed in thousands of US dollars)
| | Three months ended | | | Three months ended | |
| | March 31, 2023 | | | March 31, 2022 | |
| | | | | (restated - Note 2) | |
Income (loss) for the period | $ | (3,726 | ) | $ | 18,592 | |
| | | | | | |
Other comprehensive income | | | | | | |
Currency translation adjustment | | - | | | (10 | ) |
| | | | | | |
Comprehensive income (loss) for the period | $ | (3,726 | ) | $ | 18,582 | |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
EMX ROYALTY CORPORATION
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(Unaudited - Expressed in thousands of US dollars)
| | | | | Three months ended | | | Three months ended | |
| | | | | March 31, 2023 | | | March 31, 2022 | |
| | Note | | | | | | (restated - Note 2) | |
| | | | | | | | | |
Cash flows from operating activities | | | | | | | | | |
Income (loss) for the period | | | | $ | (3,726 | ) | $ | 18,592 | |
Items not affecting operating activities: | | | | | | | | | |
Interest income | | | | | (336 | ) | | (497 | ) |
Effect of exchange rate changes on cash | | | | | - | | | 21 | |
Items not affecting cash: | | | | | | | | | |
Gain on revaluation of investments | | | | | (674 | ) | | (4,997 | ) |
Loss on revaluation of derivative liabilities | | 11 | | | 586 | | | - | |
Equity income from investments in associate | | | | | (915 | ) | | (911 | ) |
Share-based payments | | 13 | | | 93 | | | 494 | |
Gain on debt modification | | 12 | | | - | | | (4,005 | ) |
Income tax expense | | | | | 81 | | | 4,215 | |
Depreciation | | | | | 56 | | | 22 | |
Depletion | | | | | 755 | | | 459 | |
Finance expense | | 12 | | | 1,241 | | | 1,411 | |
Realized loss on sale of investments | | | | | 442 | | | 157 | |
Shares received pursuant to property agreements | | | | | (302 | ) | | (334 | ) |
Unrealized foreign exchange loss | | | | | 122 | | | 479 | |
| | | | | | | | | |
Changes in non-cash working capital items | | 17 | | | (255 | ) | | 1,164 | |
Total cash provided by (used in) operating activities | | | | | (2,832 | ) | | 16,270 | |
| | | | | | | | | |
Cash flows used in investing activities | | | | | | | | | |
Option payments received | | | | | 11 | | | 70 | |
Interest received on cash and cash equivalents | | | | | 13 | | | 28 | |
Increase in cash held in trust | | 3 | | | (3,517 | ) | | - | |
Dividends and other distributions | | | | | 951 | | | 902 | |
Loan receivable | | 14 | | | (750 | ) | | 59 | |
Purchases of fair value through profit and loss investments, net | | | | | 554 | | | (497 | ) |
Purchase and sale of property and equipment, net | | | | | (127 | ) | | (29 | ) |
Reclamation bonds | | | | | 59 | | | 101 | |
Total cash provided by (used in) investing activities | | | | | (2,806 | ) | | 634 | |
| | | | | | | | | |
Cash flows from financing activities | | | | | | | | | |
Loan repayments | | 12 | | | (781 | ) | | (780 | ) |
Deferred financing costs | | | | | - | | | (2 | ) |
Total cash used in financing activities | | | | | (781 | ) | | (782 | ) |
| | | | | | | | | |
Effect of exchange rate changes on cash | | | | | - | | | (21 | ) |
| | | | | | | | | |
Change in cash | | | | | (6,419 | ) | | 16,101 | |
Cash, beginning | | | | | 15,508 | | | 19,861 | |
| | | | | | | | | |
Cash, ending | | | | $ | 9,089 | | $ | 35,962 | |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
EMX ROYALTY CORPORATION
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited - Expressed in thousands of US dollars, except per share amounts)
| | Note | | | Number of common shares | | | Capital stock | | | Reserves | | | Deficit | | | Total | |
| | | | | | | | | | | | | | | | | | |
Balance as at December 31, 2022 | | | | | 110,664,190 | | $ | 193,006 | | $ | 11,753 | | $ | (81,558) | | $ | 123,201 | |
Share-based payments | | 13 | | | - | | | - | | | 93 | | | - | | | 93 | |
Reclass of warrants to derivative liabilty | | 11 | | | - | | | - | | | (1,286 | ) | | - | | | (1,286 | ) |
Effect of functional currency change | | 2 | | | - | | | (35,131 | ) | | 8,038 | | | 27,093 | | | - | |
Loss for the period | | | | | - | | | - | | | - | | | (3,726 | ) | | (3,726 | ) |
| | | | | | | | | | | | | | | | | | |
Balance as at March 31, 2023 | | | | | 110,664,190 | | $ | 157,875 | | $ | 18,598 | | $ | (58,191 | ) | $ | 118,282 | |
| | Note | | | Number of common shares | | | Capital stock | | | Reserves | | | Deficit | | | Total | |
| | | | | | | | | | | | | | | | | | |
Balance as at December 31, 2021 (restated) | | 2 | | | 105,359,211 | | $ | 181,857 | | $ | 17,804 | | $ | (88,783 | ) | $ | 110,878 | |
Shares issued for royalty and property acquisitions | | 13 | | | 211,795 | | | 477 | | | - | | | - | | | 477 | |
Share-based payments | | 13 | | | - | | | - | | | 494 | | | - | | | 494 | |
Foreign currency translation adjustment | | | | | - | | | - | | | (10 | ) | | - | | | (10 | ) |
Income for the period | | | | | - | | | - | | | - | | | 18,592 | | | 18,592 | |
| | | | | | | | | | | | | | | | | | |
Balance as at March 31, 2022 | | | | | 105,571,006 | | $ | 182,334 | | $ | 18,288 | | $ | (70,191 | ) | $ | 130,431 | |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
1. NATURE OF OPERATIONS AND GOING CONCERN
EMX Royalty Corporation (the "Company" or "EMX"), together with its subsidiaries operates as a royalty and prospect generator engaged in the exploring for, and generating royalties from, metals and minerals properties. The Company's royalty and exploration portfolio mainly consists of properties in North America, Turkey, Europe, Australia, and Latin America. The Company's common shares are listed on the TSX Venture Exchange ("TSX-V"), and the NYSE American under the symbol of "EMX", and also trade on the Frankfurt Stock Exchange under the symbol "6E9". The Company's head office is located at 501 - 543 Granville Street, Vancouver, British Columbia, Canada V6C 1X8.
These condensed consolidated interim financial statements have been prepared using International Financial Reporting Standards ("IFRS") applicable to a going concern, which assumes that the Company will be able to realize its assets, discharge its liabilities and continue in operation for the following twelve months.
Some of the Company's activities for royalty generation are located in emerging nations and, consequently, may be subject to a higher level of risk compared to other developed countries. Operations, the status of mineral property rights and the recoverability of investments in emerging nations can be affected by changing economic, legal, regulatory and political situations.
These condensed consolidated interim financial statements of the Company are presented in United States ("US") dollars, unless otherwise noted, which is the functional currency of the parent company and its subsidiaries.
2. STATEMENT OF COMPLIANCE AND SUMMARY OF MATERIAL ACCOUNTING POLICIES
Statement of Compliance
These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting ("IAS 34") using accounting policies consistent with IFRS as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").
These condensed consolidated interim financial statements have been prepared on a historical cost basis, except for financial instruments classified as fair value through profit or loss, which are stated at their fair value. In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting except for cash flow information.
Summary of Significant Accounting Policies
These condensed consolidated interim financial statements follow the same accounting policies and methods of application as the Company's most recent annual financial statements, except as described below, and should be read in conjunction with the annual audited consolidated financial statements of the Company for the year ended December 31, 2022.
Critical Accounting Judgments and Significant Estimates and Uncertainties
The critical judgments and estimates applied in the preparation of the Company's unaudited condensed consolidated interim financial statements for the three months ended March 31, 2023, are consistent with those applied in the Company's December 31, 2022, audited consolidated financial statements.
2. STATEMENT OF COMPLIANCE AND SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)
New Accounting Policies
Derivative Financial Instruments
The Company may issue share purchase warrants and conversion options on convertible debentures or as part of units that have an exercise price denominated in a currency that is different to the functional currency of the Company, thus causing them to be classified as derivative liabilities. These instruments are measured at fair value through profit or loss through the application of an appropriate valuation model.
Certain pronouncements have been issued by the IASB or IFRIC that are effective for accounting periods beginning on or after January 1, 2023. The Company has reviewed these updates and determined that many of these updates are not applicable or consequential to the Company and have been excluded from discussion within these significant accounting policies.
Functional and Presentation Currency
During the three months ended March 31, 2023, the functional currency of the Company and its subsidiaries was reassessed as a result of a change in underlying transactions, events and conditions. As a result of this reassessment, the Company changed, to US dollar, the functional currency of all entities that were previously Canadian dollar functional currency as at December 31, 2022. The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates. The change in functional currency was accounted for on a prospective basis, with no impact of this change on prior year comparative information.
Translation of transactions and balances
Effective December 31, 2022, the Company elected to change its presentation currency from the Canadian dollar (“CAD” or “C$”) to the US dollar. The change in presentation currency is to better reflect the Company’s business activities and to improve investors’ ability to compare the Company’s financial results with other publicly traded precious metals royalty and streaming companies. The Company has applied the change to US dollar presentation currency retrospectively and restated the comparative financial information as if the US dollar presentation currency had always been the Company’s presentation currency.
3. RESTRICTED CASH
At March 31, 2023, the Company classified $4,490 (December 31, 2021 - $1,474) as restricted cash. This amount is primarily comprised of $3,517 in cash held in trust to acquire an additional 2.263% ownership in SLM California SpA (Note 6). This remaining amount consists of $144 (December 31, 2022 - $144) held as collateral for its corporate credit cards and cash of $829 (December 31, 2022 - $1,330) held by wholly-owned subsidiaries of the Company, which the full amount is for use and credit to the Company's exploration venture partners in the USA, Sweden, Norway, and Finland pursuant to expenditure requirements for ongoing property agreements. Partner advances expected to be used within the following twelve months are included with current assets.
4. INVESTMENTS
At March 31, 2023, and December 31, 2022, the Company had the following investments:
| | March 31, 2023 | | | December 31, 2022 | |
Marketable securities | $ | 9,421 | | $ | 9,966 | |
Warrants | | 267 | | | 4 | |
Private company investments | | 4,678 | | | 4,591 | |
Total Investments | | 14,366 | | | 14,561 | |
Less: current portion | | (10,267 | ) | | (10,409 | ) |
Non-current portion | $ | 4,099 | | $ | 4,152 | |
The Company receives investments as proceeds related to various property agreements and therefore may sell its holdings to the market where appropriate. During the three months ended March 31, 2023, the Company realized $776 (2022 - $522) in proceeds from sales of investments.
5. TRADE RECEIVABLES AND OTHER ASSETS
The Company's trade receivables and other assets are primarily related to royalty revenue receivable, deferred compensation and milestone payments, refundable taxes and VAT recoverable from government taxation authorities, recoveries of royalty generation costs from project partners, prepaid expenses and reclamation bonds.
As at March 31, 2023, and December 31, 2022, trade receivables and other assets were as follows:
Category | | March 31, 2023 | | | December 31, 2022 | |
Royalty revenue receivable | $ | 1,779 | | $ | 1,034 | |
Refundable taxes | | 1,094 | | | 1,017 | |
Turkish VAT recoverable | | 3,480 | | | 3,567 | |
Recoverable royalty generation expenditures and advances | | 623 | | | 911 | |
Deferred compensation | | 12,535 | | | 12,216 | |
Milestone payments receivable | | 4,000 | | | 4,000 | |
Reclamation bonds | | 413 | | | 472 | |
Prepaid expenses, deposits and other | | 1,272 | | | 879 | |
Total receivables and other assets | | 25,196 | | | 24,096 | |
Less: current portion | | (12,506 | ) | | (11,574 | ) |
Non-current portion | $ | 12,690 | | $ | 12,522 | |
Non-current trade receivables and other assets are comprised of VAT, the deferred payments from Aftermath Silver Ltd. ("Aftermath") and AbraSilver Resource Corp. ("AbraSilver") expected to be collected after 12 months, and reclamation bonds held as security towards future royalty generation work and the related future potential cost of reclamation of the Company's land and unproven mineral interests.
The following table summarizes the Company's deferred compensation as at March 31, 2023, and changes during the three months then ended:
| | Aftermath | | | Abrasilver | | | Total | |
Balance as at December 31, 2022 | $ | 6,963 | | $ | 5,253 | | $ | 12,216 | |
Interest accretion | | 173 | | | 146 | | | 319 | |
Balance as at March 31, 2023 | | 7,136 | | | 5,399 | | | 12,535 | |
Less: current portion | | (2,500 | ) | | - | | | (2,500 | ) |
Non-current portion | $ | 4,636 | | $ | 5,399 | | $ | 10,035 | |
As at March 31, 2023, the Company has no material reclamation obligations. Once reclamation of the properties is complete, the bonds will be returned to the Company.
5. TRADE RECEIVABLES AND OTHER ASSETS (continued)
The carrying amounts of the Company's trade receivables and other assets are denominated in the following currencies:
Currency | | March 31, 2023 | | | December 31, 2022 | |
US Dollars | $ | 19,718 | | $ | 18,763 | |
Canadian Dollars | | 401 | | | 347 | |
Swedish Krona | | 1,471 | | | 1,350 | |
Turkish Lira | | 3,511 | | | 3,602 | |
Other | | 95 | | | 34 | |
Total | $ | 25,196 | | $ | 24,096 | |
6. INVESTMENTS IN ASSOCIATED ENTITIES
Caserones
In August 2021, the Company entered into an agreement to acquire an effective 0.418% Net Smelter Return ("NSR") royalty on the operating Caserones mine in northern Chile for $34,100 in cash. To purchase the Caserones Royalty and for purposes of distributing payments received from the royalty interest, the Company formed a 50%-50% partnership, Minera Tercero SpA ("Tercero"), with Elemental Royalties Corp. which is accounted for as a joint operation in accordance with IFRS 11 Joint Arrangements.
Tercero was used to purchase a 43% interest in Sociedad Legal Minera California Una de la Sierra Pena Negra ("SLM California") through a Share Purchase Agreement for $68,200. Separately, the Company entered into a Credit Agreement with Sprott Private Resource Lending II (Collector), LP ("Sprott") (Note 12) to finance its portion of the purchase price. SLM California has a right to 67.5% of the 2.88% Caserones NSR royalty. SLM California's sole purpose is to administer the company, pay Chilean taxes and distribute its royalty proceeds to the shareholders, including Tercero. The 50% interest of the Company in Tercero provides EMX with the right to an effective 0.418% royalty interest.
During the year ended December 31, 2022, the Company increased its effective NSR to 0.7335% by acquiring an additional 16.23% interest in SLM California for $25,742 through its wholly-owned subsidiary EMX Chile SpA. Subsequent to the three months ended March 31, 2023 the Company acquired an additional 2.263% interest in SLM California for cash consideration of $3,517 increasing the Company's royalty interest in the Caserones property to 0.7775%.
The Company through its Tercero and EMX Chile combined interests does not control operational decisions and is eligible to appoint a director to serve on the Board of SLM California. The Company's judgment is that it has significant influence, but not control and accordingly equity accounting is appropriate.
Tummarized financial information for the Company’s investment in SLM California and reflecting adjustments made by the Company, including adjustments made at the time of acquisition is as follows:
| | March 31, 2023 | | | December 31, 2022 | |
Current assets | $ | 13,055 | | $ | 9,187 | |
Total liabilities | | (7,858 | ) | | (5,298 | ) |
Net assets (liabilities) | | 5,197 | | | 3,889 | |
The Company's ownership % | | 37.7% | | | 37.7% | |
Acquisition fair value and other adjustments | | 56,245 | | | 56,722 | |
Carrying amount of investment in associated entity | $ | 58,206 | | $ | 58,189 | |
6. INVESTMENTS IN ASSOCIATED ENTITIES (continued)
| | Three months ended | | | Three months ended | |
| | March 31, 2023 | | | March 31, 2022 | |
Royalty Revenue | $ | 5,899 | | $ | 6,793 | |
Net income | | 2,424 | | | 4,237 | |
The following table summarizes the changes in the carrying amount of the Company’s investment in SLM California:
| | March 31, 2023 | | | December 31, 2022 | |
Opening Balance | $ | 58,189 | | $ | 34,781 | |
Capital Investment | | - | | | 25,742 | |
Company's share of net income of associated entity | | 915 | | | 2,890 | |
Distributions | | (898 | ) | | (5,224 | ) |
Ending Balance | $ | 58,206 | | $ | 58,189 | |
7. REVENUE AND GENERAL AND ADMINISTRATIVE EXPENSES
During the three months ended March 31, 2023, and 2022, the Company had the following sources of revenue and other income, and general and administrative expenses:
Revenue and other income | | Three months ended | | | Three months ended | |
| March 31, 2023 | | | March 31, 2022 | |
Royalty revenue | $ | 1,717 | | $ | 628 | |
Option and other property income | | 689 | | | 624 | |
Interest income | | 336 | | | 497 | |
| $ | 2,742 | | $ | 1,749 | |
General and administrative expenses | | Three months ended | | | Three months ended | |
| March 31, 2023 | | | March 31, 2022 | |
Salaries, consultants, and benefits | $ | 932 | | $ | 905 | |
Professional fees | | 175 | | | 613 | |
Investor relations and shareholder information | | 213 | | | 201 | |
Transfer agent and filing fees | | 134 | | | 164 | |
Administrative and office | | 230 | | | 232 | |
Travel | | 14 | | | 7 | |
| $ | 1,698 | | $ | 2,122 | |
8. ROYALTY AND OTHER PROPERTY INTERESTS
As at and for the three months ended March 31, 2023:
| Country | | December 31, 2022 | | | Net Additions (Recoveries) | | | Depletion | | | Impairment | | | Cumulative translation adjustments | | | March 31, 2023 | | | Historical cost | | | Accumulated depletion and other** | |
Royalty Interests | | | | | | | | | | | | | | | | | | | | | | | | | |
Gediktepe | Turkey | $ | 34,528 | | $ | - | | $ | (682 | ) | $ | - | | $ | - | | $ | 33,846 | | $ | 43,746 | | $ | (9,900 | ) |
Leeville | USA | | 4,546 | | | - | | | (73 | ) | | - | | | - | | | 4,473 | | | 38,869 | | | (34,396 | ) |
Diablillos | Argentina | | 6,582 | | | - | | | - | | | - | | | - | | | 6,582 | | | 6,582 | | | - | |
Berenguela | Peru | | 1,828 | | | - | | | - | | | - | | | - | | | 1,828 | | | 1,828 | | | - | |
Revelo Portfolio | Chile | | 1,137 | | | - | | | - | | | - | | | - | | | 1,137 | | | 1,137 | | | - | |
Tartan Lake | Canada | | 914 | | | - | | | - | | | - | | | - | | | 914 | | | 914 | | | - | |
Other* | Various | | 2,156 | | | - | | | - | | | - | | | - | | | 2,156 | | | 2,156 | | | - | |
| | | 51,691 | | | - | | | (755 | ) | | - | | | - | | | 50,936 | | | 95,232 | | | (44,296 | ) |
Other Property Interests | | | | | | | | | | | | | | | | | | | | | | | | |
Perry Portfolio | Canada | | 741 | | | (11 | ) | | - | | | - | | | - | | | 730 | | | 741 | | | (11 | ) |
Other* | Various | | 993 | | | - | | | - | | | - | | | - | | | 993 | | | 993 | | | - | |
| | | 1,734 | | | (11 | ) | | - | | | - | | | - | | | 1,723 | | | 1,734 | | | (11 | ) |
Total | | $ | 53,425 | | $ | (11 | ) | $ | (755 | ) | $ | - | | $ | - | | $ | 52,659 | | $ | 96,966 | | $ | (44,307 | ) |
*Included in other are various royalty and other property interests held in Serbia, Finland, Sweden, Argentina, Chile, Mexico, Canada and the U.S.A.
**Includes previously recognized recoveries and impairment charges.
As at and for the year ended December 31, 2022:
| Country | | December 31, 2021 | | | Net Additions (Recoveries) | | | Depletion | | | Impairment | | | Cumulative translation adjustments | | | December 31, 2022 | | | Historical cost | | | Accumulated depletion and other** | |
Royalty Interests | | | | | | | | | | | | | | | | | | | | | | | | | |
Gediktepe | Turkey | $ | 43,746 | | $ | - | | $ | (3,770 | ) | $ | (5,448 | ) | $ | - | | $ | 34,528 | | $ | 43,746 | | $ | (9,218 | ) |
Leeville | USA | | 6,413 | | | - | | | (1,867 | ) | | - | | | - | | | 4,546 | | | 38,869 | | | (34,323 | ) |
Diablillos | Argentina | | 7,018 | | | - | | | - | | | - | | | (436 | ) | | 6,582 | | | 7,224 | | | (642 | ) |
Berenguela | Peru | | 1,949 | | | - | | | - | | | - | | | (121 | ) | | 1,828 | | | 2,006 | | | (178 | ) |
Revelo Portfolio | Chile | | 1,326 | | | - | | | - | | | (25 | ) | | (164 | ) | | 1,137 | | | 1,162 | | | (25 | ) |
Tartan Lake | Canada | | 975 | | | - | | | - | | | - | | | (61 | ) | | 914 | | | 1,003 | | | (89 | ) |
Other* | Various | | 1,771 | | | 484 | | | - | | | - | | | (99 | ) | | 2,156 | | | 2,276 | | | (120 | ) |
| | | 63,198 | | | 484 | | | (5,637 | ) | | (5,473 | ) | | (881 | ) | | 51,691 | | | 96,286 | | | (44,595 | ) |
Other Property Interests | | | | | | | | | | | | | | | | | | | | | | | | |
Perry Portfolio | Canada | | 1,321 | | | (446 | ) | | - | | | (53 | ) | | (81 | ) | | 741 | | | 2,199 | | | (1,458 | ) |
Other* | Various | | 1,129 | | | (67 | ) | | - | | | - | | | (69 | ) | | 993 | | | 3,624 | | | (2,631 | ) |
| | | 2,450 | | | (513 | ) | | - | | | (53 | ) | | (150 | ) | | 1,734 | | | 5,822 | | | (4,088 | ) |
Total | | $ | 65,648 | | $ | (29 | ) | $ | (5,637 | ) | $ | (5,526 | ) | $ | (1,031 | ) | $ | 53,425 | | $ | 102,109 | | $ | (48,684 | ) |
*Included in other are various royalty and other property interests held in Serbia, Finland, Sweden, Argentina, Chile, Mexico, Canada and the U.S.A.
**Includes previously recognized recoveries, impairment charges and translation adjustments.
ROYALTY INTERESTS
Gediktepe Royalty
The Company holds two royalties at Gediktepe in Turkey, which cover assets currently being operated by Lidya Madencilik Sanayi ve Ticaret A.Ş., a private Turkish company. These include a perpetual 10% NSR royalty over metals produced from the oxide zone after cumulative production of 10,000 gold-equivalent oxide ounces; and (ii) a perpetual 2% NSR royalty over metals produced from the sulfide zone, payable after cumulative production of 25,000 gold-equivalent sulfide ounces. Upon achievement of the production of 10,000 gold-equivalent oxide ounces, a $4,000 milestone payment was earned and is payable to the Company in Q2 2023.
8. ROYALTY AND OTHER PROPERTY INTERESTS (continued)
During the three months ended March 31, 2023, the Company recognized $926 (2022 - $Nil) in royalty revenues relating to the production beyond that of the initial 10,000 gold equivalent oxide ounces milestone and recognized a related depletion expense of $682 (2022 - $Nil).
Leeville Royalty
The Company holds a 1% gross smelter return ("GSR") royalty on portions of West Leeville, Carlin East, Four Corners, Turf and other underground gold mining operations and deposits in the Northern Carlin Trend of Nevada. The Leeville royalty property is included in the Nevada Gold Mines LLC and Barrick-Newmont Nevada joint venture.
During the three months ended March 31, 2023, $534 (2022 - $480) in royalty revenue from the Leeville Mine was included in revenue and other income. Royalty income from the Leeville Mine incurred a 5% direct gold tax of $27 (2022 - $27). Further, applied against the Leeville royalty was depletion of $73 (2022 - $459).
Balya Royalty Interest
The Company holds a 4% NSR royalty on the Balya property that is uncapped and is not subject to a buy back agreement previously acquired from the transfer of the Balya royalty property in Turkey from Dedeman Madencilik San. Ve Tic. A. Ş. to Esan Eczacibaşi Endüstriyel Hammaddeler San. Ve Tic. A.Ş. ("Esan") a private Turkish company. During the three months ended March 31, 2023, $153 (2022 - $Nil) was received and included as royalty revenue from the Balya property.
OTHER PROPERTY INTERESTS
The Company has a number of exploration stage royalties and royalty generation properties being advanced by the Company and within partnered agreements. Many of these projects include staged or conditional payments owed to the Company. During the three months ended March 31, 2023, the Company received or accrued staged cash payments totaling $125 (2022 - $55) and total equity payments valued at $301 (2022 - $295) in connection with property agreements from various partners which has been included in option and other property income within revenue and other income.
Royalty Generation Costs
During the three months ended March 31, 2023, the Company incurred the following royalty generation costs, which were expensed as incurred:
| | Fennoscandia | | | USA | | | Eastern Europe | | | Australia | | | Canada | | | South America and other | | | Technical support and project investigation | | | Total | |
|
Administration costs | $ | 12 | | $ | 57 | | $ | 87 | | $ | - | | $ | - | | $ | - | | $ | 14 | | $ | 170 | |
Drilling, technical, and support costs | | 359 | | | 2,515 | | | 46 | | | 152 | | | 2 | | | 2 | | | 113 | | | 3,189 | |
Personnel | | 69 | | | 720 | | | 133 | | | 28 | | | 27 | | | 15 | | | 365 | | | 1,357 | |
Property costs | | 73 | | | 555 | | | - | | | 11 | | | 1 | | | 168 | | | - | | | 808 | |
Professional costs | | - | | | 1 | | | 41 | | | 19 | | | - | | | 7 | | | 95 | | | 163 | |
Share-based payments | | - | | | - | | | - | | | - | | | - | | | - | | | (50 | ) | | (50 | ) |
Travel | | 13 | | | 21 | | | - | | | 2 | | | 2 | | | - | | | 55 | | | 93 | |
Total Expenditures | | 526 | | | 3,869 | | | 307 | | | 212 | | | 32 | | | 192 | | | 592 | | | 5,730 | |
Recoveries from partners | | (411 | ) | | (2,473 | ) | | - | | | - | | | - | | | - | | | - | | | (2,884 | ) |
Net Expenditures | $ | 115 | | $ | 1,396 | | $ | 307 | | $ | 212 | | $ | 32 | | $ | 192 | | $ | 592 | | $ | 2,846 | |
8. ROYALTY AND OTHER PROPERTY INTERESTS (continued)
During the three months ended March 31, 2022, the Company incurred the following royalty generation costs, which were expensed as incurred:
| | Fennoscandia | | | USA | | | Eastern Europe | | | Australia | | | Canada | | | South America and other | | | Technical support and project investigation | | | Total | |
|
Administration costs | $ | 35 | | $ | 51 | | $ | 11 | | $ | 1 | | $ | 1 | | $ | 4 | | $ | 24 | | $ | 127 | |
Drilling, technical, and support costs | | 24 | | | 1,562 | | | 2 | | | 13 | | | - | | | 11 | | | - | | | 1,612 | |
Personnel | | 225 | | | 456 | | | 145 | | | 36 | | | 17 | | | 68 | | | 509 | | | 1,456 | |
Professional costs | | 65 | | | 2 | | | 11 | | | 6 | | | - | | | 82 | | | 151 | | | 317 | |
Property costs | | 393 | | | 121 | | | - | | | - | | | 36 | | | 146 | | | 3 | | | 699 | |
Share-based payments | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | |
Travel | | 19 | | | 1 | | | 3 | | | 6 | | | 5 | | | - | | | 17 | | | 51 | |
Total Expenditures | | 761 | | | 2,193 | | | 172 | | | 62 | | | 59 | | | 311 | | | 704 | | | 4,262 | |
Recoveries from partners | | (217 | ) | | (1,899 | ) | | (3 | ) | | (9 | ) | | - | | | - | | | - | | | (2,128 | ) |
Net Expenditures | $ | 544 | | $ | 294 | | $ | 169 | | $ | 53 | | $ | 59 | | $ | 311 | | $ | 704 | | $ | 2,134 | |
9. NET INCOME (LOSS) PER SHARE
| | Three months ended | | | Three months ended | |
| | March 31, 2023 | | | March 31, 2022 | |
Net income (loss) | $ | (3,726 | ) | $ | 18,592 | |
Weighted average number of common shares outstanding - basic | | 110,664,190 | | | 105,382,744 | |
Dilutive effect of stock options and warrants | | - | | | 1,899,625 | |
Weighted average number of common shares outstanding - diluted | | 110,664,190 | | | 107,282,369 | |
Basic earnings (loss) per share | $ | (0.03 | ) | $ | 0.18 | |
Diluted earnings (loss) per share | $ | (0.03 | ) | $ | 0.17 | |
10. ADVANCES FROM JOINT VENTURE PARTNERS
Advances from joint venture partners relate to unspent funds received pursuant to approved exploration programs by the Company and its joint venture partners. The Company's advances from joint venture partners consist of the following:
| | March 31, 2023 | | | December 31, 2022 | |
U.S.A. | $ | 1,137 | | $ | 1,670 | |
Sweden and Norway | | 222 | | | 33 | |
Total | $ | 1,359 | | $ | 1,703 | |
11. DERIVATIVE LIABILITIES
As a result of the functional currency change of the Company's reporting entity from Canadian dollars to US dollars on January 1, 2023, the Company reclassified $1,286 (2022 - $Nil) of reserves related to warrants previously issued and priced in Canadian dollars, as a derivative liability. Upon reclassification, the Company recognized a loss of $589 (2022 - $Nil) on the revaluation of derivative liabilities.
As at March 31, 2023, the fair value of derivative liabilities was $1,872 (December 31, 2022 - $Nil). During the three months ended March 31, 2023, the Company recognized a cumulative loss of $586 (2022 - $Nil) on the revaluation of derivative liabilities. The fair values of derivative liabilities were estimated using the Black-Scholes option pricing model with weighted average assumptions as follows:
| | March 31, 2023 | | | December 31, 2022 | |
Risk free interest rate | | 3.49% | | | N/A | |
Expected life (years) | | 2.46 | | | N/A | |
Expected volatility | | 43.8% | | | N/A | |
Dividend yield | | 0% | | | N/A | |
During the three months ended March 31, 2023, there were no changes in the number of warrants outstanding.
The following table summarizes information about the warrants which were outstanding as at March 31, 2023:
Date Issued | | Number of Warrants | | | Exercisable | | | Exercise Price (C$) | | | Expiry Date | |
| | | | | | | | | | | | |
November 5, 2021 | | 3,249,998 | | | 3,249,998 | | | 4.50 | | | November 5, 2023 | |
April 14, 2022 | | 3,812,121 | | | 3,812,121 | | | 4.45 | | | April 14, 2027 | |
Total | | 7,062,119 | | | 7,062,119 | | | | | | | |
12. LOAN PAYABLE
Sprott Credit Facility
In August 2021, the Company entered into a credit facility with Sprott for $44,000 (the "Sprott Credit Facility") with a maturity date of July 31, 2022. The credit facility carries an annual interest rate of 7%, payable monthly and the Company is required to maintain $1,500 in funds held as a minimum cash balance under the agreement. The Sprott Credit Facility includes a general security agreement over select assets of EMX.
In January 2022, for a fee of 1.5% of the outstanding loan balance or $660 to be paid on maturity, the Company entered into an amended agreement to extend the term of the Sprott Credit Facility to December 31, 2024. As a result of the modification of the Sprott Facility, the Company applied the non-substantial modification treatment in accordance with IFRS 9 Financial Instruments by restating the liability to the present value of revised cash flows discounted at the original effective interest rate, with an adjustment to profit or loss. The fee incurred as part of the modification payable to the lender is considered to be part of the gain or loss on modification. During the three months ended March 31, 2022, as a result of the modification, the Company recognized a gain on modification of $4,005 and a revised effective interest rate of 12.39%.
For the three months ended March 31, 2023, the Company recognized an interest expense of $1,241 (2022 - $1,217) on the loan which was calculated using the revised annual effective interest rate and was included in finance expenses and other.
12. LOAN PAYABLE (continued)
The following table summarizes the Company's loan payable as at March 31, 2023, and changes during the three months then ended:
| | Sprott Facility | |
Balance as at December 31, 2022 | $ | 40,489 | |
Interest accretion | | 1,241 | |
Repayments | | (781 | ) |
Balance as at March 31, 2023 | | 40,949 | |
Less: current portion | | (3,178 | ) |
Non-current portion | $ | 37,771 | |
13. CAPITAL STOCK
Authorized
As at March 31, 2023, the authorized share capital of the Company was an unlimited number of common shares without par value.
Common Shares
During the three months ended March 31, 2023, the Company had no activity related to common shares.
During the three months ended March 31, 2022, the Company:
- Issued 211,795 common shares valued at $477 related to the Oijärvi acquisition agreement.
Stock Options
The Company adopted a stock option plan (the "Plan") pursuant to the policies of the TSX-V. The maximum number of shares that may be reserved for issuance under the plan is limited to 10% of the issued common shares of the Company at any time. The vesting terms are determined at the time of the grant, subject to the terms of the plan.
During the three months ended March 31, 2023, the change in stock options outstanding was as follows:
| | Number | | | Weighted Average Exercise Price (C$) | |
Balance as at December 31, 2022 | | 7,849,000 | | $ | 2.53 | |
Forfeited | | (12,000 | ) | | 3.10 | |
Number of options outstanding as at March 31, 2023 | | 7,837,000 | | $ | 2.53 | |
13. CAPITAL STOCK (continued)
The following table summarizes information about the stock options which were outstanding and exercisable at March 31, 2023:
Date Granted | | Number of Options | | | Exercisable | | | Exercise Price($C) | | | Expiry Date | |
July 10, 2018 | | 1,264,000 | | | 1,264,000 | | | 1.30 | | | July 10, 2023 | |
November 28, 2018 | | 10,000 | | | 10,000 | | | 1.57 | | | November 28, 2023 | |
December 14, 2018 | | 20,000 | | | 20,000 | | | 1.42 | | | December 14, 2023 | |
June 6, 2019 | | 1,335,000 | | | 1,335,000 | | | 1.70 | | | June 6, 2024 | |
November 18, 2019 | | 30,000 | | | 30,000 | | | 1.80 | | | November 18, 2024 | |
January 21, 2020 | | 60,000 | | | 60,000 | | | 2.22 | | | January 21, 2025 | |
April 22, 2020 | | 20,000 | | | 20,000 | | | 2.50 | | | April 22, 2025 | |
June 10, 2020 | | 1,402,500 | | | 1,402,500 | | | 2.62 | | | June 10, 2025 | |
October 5, 2020 | | 24,000 | | | 24,000 | | | 3.50 | | | October 5, 2025 | |
May 6, 2021 | | 1,202,500 | | | 1,202,500 | | | 4.11 | | | May 6, 2026 | |
May 12, 2021 | | 15,000 | | | 15,000 | | | 4.28 | | | May 12, 2026 | |
June 21, 2021 | | 20,000 | | | 20,000 | | | 3.67 | | | June 21, 2026 | |
August 19, 2021 | | 500,000 | | | 500,000 | | | 3.66 | | | August 19, 2026 | |
September 8, 2021 | | 10,000 | | | 10,000 | | | 3.51 | | | September 8, 2026 | |
April 29, 2022* | | 1,813,000 | | | 1,803,000 | | | 2.56 | | | April 29, 2027 | |
July 5, 2022 | | 100,000 | | | 100,000 | | | 2.45 | | | July 5, 2027 | |
July 20, 2022 | | 11,000 | | | 11,000 | | | 2.45 | | | July 20, 2027 | |
| | | | | | | | | | | | |
Total | | 7,837,000 | | | 7,827,000 | | | | | | | |
* Includes options granted for investor relations services that vest 25% every 4 months from the date of grant.
As at March 31, 2023, the weighted average remaining useful life of exercisable stock options was 2.39 years (December 31, 2022 - 2.64 years).
Restricted share units
In 2017, the Company introduced a long-term restricted share unit plan ("RSUs"). The RSUs entitle employees, directors, or officers to common shares of the Company upon vesting based on vesting terms determined by the Company's Board of Directors at the time of grant. A total of 3,200,000 RSUs are reserved for issuance under the plan and the number of shares issuable pursuant to all RSUs granted under this plan, together with any other compensation arrangement of the Company that provides for the issuance of shares, shall not exceed ten percent (10%) of the issued and outstanding shares at the grant date.
The following table summarizes information about the RSUs which were outstanding at March 31, 2023:
Evaluation Date | | December 31, 2022 | | | Granted | | | Vested | | | Expired/Cancelled | | | March 31, 2023 | |
| | | | | | | | | | | | | | | |
December 31, 2022* | | 430,000 | | | - | | | (365,500 | ) | | (64,500 | ) | | - | |
December 31, 2023 | | 470,000 | | | - | | | - | | | (20,000 | ) | | 450,000 | |
December 31, 2024 | | 520,000 | | | - | | | - | | | (20,000 | ) | | 500,000 | |
Total | | 1,420,000 | | | - | | | (365,500 | ) | | (104,500 | ) | | 950,000 | |
*Based on the achievement performance as evaluated by the Compensation Committee, it was ascertained that 365,500 RSU’s with an evaluation date of December 31, 2022 had vested based on preset performance criteria previously established on the grant date. As at March 31, 2023 the vested RSU’s had not yet been settled.
13. CAPITAL STOCK (continued)
Share-based Payments
During the three months ended March 31, 2023, the Company recorded aggregate share-based payments of $93 (2022 - $494) as they relate to the fair value of stock options and RSU's vested, and forfeited. Share-based payments for the periods ended March 31, 2023, and 2022 are allocated to expense accounts as follows:
Three months ended March 31, 2023 | | General and Administrative Expenses | | | Royalty Generation Costs | | | Total | |
RSU's vested | $ | 143 | | $ | (50 | ) | $ | 93 | |
Three months ended March 31, 2022 | | General and Administrative Expenses | | | Royalty Generation Costs | | | Total | |
Fair value of stock options vested | $ | 2 | | $ | - | | $ | 2 | |
RSUs vested | | 492 | | | - | | | 492 | |
| $ | 494 | | $ | - | | $ | 494 | |
14. RELATED PARTY TRANSACTIONS
The aggregate value of transactions and outstanding balances relating to key management personnel were as follows:
Three months ended March 31, 2023 | | Salary and fees | | | Share-based Payments | | | Total | |
Management | $ | 308 | | $ | 56 | | $ | 364 | |
Outside directors | | 213 | | | 23 | | | 236 | |
Seabord Management Corp.* | | 75 | | | - | | | 75 | |
Total | $ | 596 | | $ | 79 | | $ | 675 | |
Three months ended March 31, 2022 | | Salary and fees | | | Share-based Payments | | | Total | |
Management | $ | 344 | | $ | 185 | | $ | 529 | |
Outside directors | | 205 | | | 80 | | | 285 | |
Seabord Management Corp.* | | 51 | | | - | | | 51 | |
Total | $ | 600 | | $ | 265 | | $ | 865 | |
*Seabord Management Corp. ("Seabord") is a management services company partially owned by the CFO and Chairman of the Board of Directors of the Company. Seabord provides accounting and administration staff, and office space to the Company.
Included in accounts payable and accrued liabilities as at March 31, 2023, is $229 (December 31, 2022 - $Nil) owed to key management personnel.
During the three months ended March 31, 2023, the Company advanced $750 to Rawhide Acquisition Holdings ("Rawhide"), a company which EMX has a 38.07% equity interest in. Of the total amount advanced, $600 was issued as a promissory note, secured against certain mining equipment of Rawhide (the "Collateral") listed for sale. The note bears interest at 6% compounded annually and matures on the date which is three business days after the proceeds covering the full amount of the loan are received by Rawhide from the sale or disposition of the Collateral.
15. SEGMENTED INFORMATION
The Company operates within the resource industry. As at March 31, 2023, the Company had royalty and other property interests, property and equipment and royalty revenue located geographically as follows:
ROYALTY AND OTHER PROPERTY INTERESTS | | March 31, 2023 | | | December 31, 2022 | |
Turkey | $ | 33,846 | | $ | 34,528 | |
Argentina | | 6,643 | | | 6,643 | |
U.S.A. | | 5,943 | | | 6,026 | |
Canada | | 2,272 | | | 2,282 | |
Peru | | 1,828 | | | 1,828 | |
Chile | | 1,271 | | | 1,271 | |
Sweden | | 332 | | | 323 | |
Finland | | 192 | | | 192 | |
Mexico | | 184 | | | 184 | |
Serbia | | 148 | | | 148 | |
Total | $ | 52,659 | | $ | 53,425 | |
PROPERTY AND EQUIPMENT | | March 31, 2023 | | | December 31, 2022 | |
U.S.A. | $ | 1,038 | | $ | 1,019 | |
Sweden | | 141 | | | 150 | |
Turkey and other | | 80 | | | 19 | |
Total | $ | 1,259 | | $ | 1,188 | |
| | Three months ended | | | Three months ended | |
ROYALTY REVENUE | | March 31, 2023 | | | March 31, 2022 | |
Turkey | $ | 1,078 | | $ | - | |
U.S.A. | | 534 | | | 480 | |
Sweden | | 105 | | | 148 | |
Total | $ | 1,717 | | $ | 628 | |
The Company's depletion expense is related to properties located in the USA and in Turkey for the three months ended March 31, 2023, and 2022.
16. RISK AND CAPITAL MANAGEMENT: FINANCIAL INSTRUMENTS
The Company considers items included in shareholders' equity as capital. The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders.
As at March 31, 2023, the Company had working capital of $27,706 (December 31, 2022 - working capital of $31,562). The Company has continuing royalty income that will vary depending on royalty ounces received and the price of minerals. The Company also receives additional cash inflows from the recovery of expenditures from project partners, and investment income including dividends from investments in associated entities. During the year ended December 31, 2022, the Company re-negotiated the payment terms of the Sprott Credit Facility (Note 12).
The Company manages the capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue new shares through public and/or private placements, sell assets, renegotiate terms of debt, or return capital to shareholders.
The Company is not subject to externally imposed capital requirements other than as disclosed in Note 12.
16. RISK AND CAPITAL MANAGEMENT: FINANCIAL INSTRUMENTS (continued)
Fair Value
The Company characterizes inputs used in determining fair value using a hierarchy that prioritizes inputs depending on the degree to which they are observable. The three levels of the fair value hierarchy are as follows:
a) Level 1: inputs represent quoted prices in active markets for identical assets or liabilities. Active markets are those in which transactions occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
b) Level 2: inputs other than quoted prices that are observable, either directly or indirectly. Level 2 valuations are based on inputs, including quoted forward prices for commodities, market interest rates, and volatility factors, which can be observed or corroborated in the market place.
c) Level 3: inputs that are less observable, unobservable or where the observable data does not support the majority of the instruments' fair value.
During the three months ended March 31, 2023, derivative liabilities (Note 11) were added to the fair value hierarchy levels. Financial instruments measured at fair value on the statement of financial position are summarized in levels of the fair value hierarchy as follows:
Assets | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Investments - shares | $ | 9,421 | | $ | 529 | | $ | - | | $ | 9,950 | |
Investments - warrants | | - | | | 267 | | | - | | | 267 | |
Total | $ | 9,421 | | $ | 796 | | $ | - | | $ | 10,217 | |
| | | | | | | | | | | | |
Liabilities | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Deriviative liablities - warrants | $ | - | | $ | 1,872 | | $ | - | | $ | 1,872 | |
Total | $ | - | | $ | 1,872 | | $ | - | | $ | 1,872 | |
The carrying value of cash, restricted cash, current trade receivables and other assets, accounts payable and accrued liabilities, advances from joint venture partners and loan payable, approximate their fair value because of the short-term nature of these instruments.
The Company holds warrants exercisable into common shares of public companies and has issued warrants exercisable into common shares of the Company. These warrants do not trade on an exchange and are restricted in their transfer. The fair value of the warrants was determined using the Black-Scholes pricing model using observable market information and thereby classified within Level 2 of the fair value hierarchy.
The Company's financial instruments are exposed to certain financial risks, including credit risk, interest rate risk, market risk, liquidity risk and currency risk.
Credit Risk
The Company is exposed to credit risk by holding cash and trade receivables. This risk is minimized by holding a significant portion of the cash funds in Canadian banks. The Company's exposure with respect to its trade receivables is primarily related to royalties, recovery of royalty generation costs, and the sale of assets.
Interest Rate Risk
The Company is exposed to interest rate risk because of fluctuating interest rates on cash and restricted cash. Management believes the interest rate risk is low given the interest rate on the Sprott Credit Facility (Note 12) is fixed.
16. RISK AND CAPITAL MANAGEMENT: FINANCIAL INSTRUMENTS (continued)
Market Risk
The Company is exposed to market risk because of the fluctuating values of its publicly traded marketable securities and other company investments. The Company has no control over these fluctuations and does not hedge its investments. Based on the March 31, 2023, portfolio values, a 10% increase or decrease in effective market values would increase or decrease net shareholders' equity by approximately $1,022.
Liquidity Risk
Liquidity risk is the risk that the Company is unable to meet its financial obligations as they come due. The Company manages this risk by careful management of its working capital to ensure the Company's expenditures will not exceed available resources.
Commodity Risk
The Company's royalty revenues are derived from a royalty interest and are based on the extraction and sale of precious and base minerals and metals. Factors beyond the control of the Company may affect the marketability of metals discovered. Metal prices have historically fluctuated widely. Consequently, the economic viability of the Company's royalty interests cannot be accurately predicted and may be adversely affected by fluctuations in mineral prices.
Currency Risk
Foreign exchange risk arises when future commercial transactions and recognized assets and liabilities are denominated in a currency that is not the entity's functional currency. The Company operates in North America, Europe, Turkey, Latin America and Australia. The Company funds cash calls to its subsidiary companies outside of Canada in US dollars and a portion of its expenditures are also incurred in local currencies.
The exposure of the Company's cash, restricted cash, trade receivables, accounts payable and accrued liabilities, advances from joint venture partners and loan payable to foreign exchange risk as at March 31, 2023, was as follows:
Accounts | | Canadian Dollar $ | | | Turkish Lira TRY | |
Cash and cash equivalents | | 3,356 | | | 33 | |
Accounts receivable | | 123 | | | 66,835 | |
Accounts payable and accrued liabilities | | (339 | ) | | (437 | ) |
Derivative warrant liability | | (2,471 | ) | | - | |
Net exposure | | 609 | | | 66,431 | |
US dollar equivalent | $ | 450 | | $ | 3,462 | |
The balances noted above reflect the foreign currency balances held within the parent company and any wholly owned subsidiaries. Balances denominated in another currency other than the currencies above are considered immaterial. Based on the above net exposure as at March 31, 2023, and assuming that all other variables remain constant, a 10% depreciation or appreciation of the US dollar against the foreign currencies above would result in an increase/decrease of approximately $391 in the Company's pre-tax profit or loss.
17. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
Changes in non-cash working capital:
| | Three months ended | | | Three months ended | |
| | March 31, 2023 | | | March 31, 2022 | |
Trade receivables and other assets | $ | (836 | ) | $ | 738 | |
Accounts payable and accrued liabilities | | 424 | | | 718 | |
Advances from joint venture partners | | 157 | | | (292 | ) |
| $ | (255 | ) | $ | 1,164 | |
During the three months ended March 31, 2023 and 2022, the Company paid interest and income tax as follows:
| | Three months ended | | | Three months ended | |
| | March 31, 2023 | | | March 31, 2022 | |
Interest paid | $ | 781 | | $ | 780 | |
Income taxes paid | | 293 | | | - | |
| $ | 1,074 | | $ | 780 | |
18. SUBSEQUENT EVENT
Subsequent to the three months ended March 31, 2023, the Company executed a definitive agreements with Scout Discoveries Corp. (“Scout”). Pursuant to the definitive agreement, Scout will purchase fourteen mineral properties from EMX in exchange for a 19.9% equity interest up until such time as Scout has raised $7,500. Additionally, Scout will acquire EMX’s wholly-owned subsidiary, Scout Drilling LLC, in exchange for the aggregate sum of $1,500 as follows:
i) Twenty-four equal monthly installments of $10, payable on June 1, 2023 and continuing on the first day of each of the succeeding twenty- calendar months with the last monthly instalment payable on June 1, 2025.
ii) $500 payable on June 1, 2024; and
iii) An amount equal to $1,000 minus the sum of the monthly instalments paid by Scout up to June 1, 2025.
Scout will be granted the option to reduce the purchase price consideration to $1,100 by making payment to EMX of $980 on June 1, 2024 instead of the $500 noted above.
The closing of the transaction is subject to Scout arranging binding subscriptions for financing by way of the issuance of common shares for not less than $3,000.