EMX Royalty Corporation
Condensed Consolidated Interim Financial Statements
(Unaudited)
September 30, 2024
Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s)
Condensed Consolidated Interim Statements of Financial Position
| | | | | | | | | | | |
| As at September 30, | | As at December 31, |
| 2024 | | 2023 |
| | | |
| Assets | | | |
| | | |
| Cash and cash equivalents | $ | 21,673 | | | $ | 20,677 | |
Investments (Note 3) | 6,695 | | | 6,628 | |
Trade receivables and other assets (Note 4) | 16,900 | | | 7,743 | |
| Total current assets | 45,268 | | | 35,048 | |
| | | |
| Restricted cash | 144 | | | 144 | |
Investments (Note 3) | 2,869 | | | 3,940 | |
Trade receivables and other assets (Note 4) | 2,712 | | | 11,207 | |
Investment in SLM California (Note 5) | 61,617 | | | 58,827 | |
Royalty and other property interests (Note 6) | 42,361 | | | 48,099 | |
| Property and equipment | 742 | | | 853 | |
| Deferred charges | 801 | | | 450 | |
| Total non-current assets | 111,246 | | | 123,520 | |
| | | |
| Total Assets | $ | 156,514 | | | $ | 158,568 | |
| | | |
| Liabilities | | | |
| | | |
| Accounts payable and accrued liabilities | $ | 2,017 | | | $ | 2,818 | |
Advances from joint venture partners (Note 7) | 865 | | | 994 | |
Derivative liabilities (Note 8) | 561 | | | 754 | |
Loan payable (Note 9) | - | | | 32,752 | |
| Total current liabilities | 3,443 | | | 37,318 | |
| | | |
Loan payable (Note 9) | 34,774 | | | - | |
| Deferred income tax liability | 888 | | | 815 | |
| Total non-current liabilities | 35,662 | | | 815 | |
| | | |
| Total Liabilities | 39,105 | | | 38,133 | |
| | | |
| Shareholders' Equity | | | |
| | | |
Capital stock (Note 10) | 163,636 | | | 160,913 | |
| Treasury stock | (15) | | | - | |
| Reserves | 17,941 | | | 18,620 | |
| Deficit | (64,153) | | | (59,098) | |
| Total Shareholders' Equity | 117,409 | | | 120,435 | |
| | | |
| Total Liabilities and Shareholders' Equity | $ | 156,514 | | | $ | 158,568 | |
Nature of operations (Note 1)
Approved on behalf of the Board of Directors on November 6, 2024
| | | | | | | | | | | | | | | | | |
| Signed: | "David M Cole" | Director | Signed: | "Sunny Lowe" | Director |
| | | | | |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except per share amounts
Condensed Consolidated Interim Statements of Income (Loss)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30, | | Nine months ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| | | | | | | |
Revenue and other income (Note 11) | $ | 7,027 | | | $ | 12,925 | | | $ | 19,272 | | | $ | 19,075 | |
| | | | | | | |
| Costs and expenses | | | | | | | |
General and administrative (Note 12) | 1,537 | | | 1,364 | | | 5,379 | | | 4,662 | |
Royalty generation and project evaluation, net (Note 13) | 3,090 | | | 3,505 | | | 8,931 | | | 8,527 | |
| Depletion, depreciation, and direct royalty taxes | 2,230 | | | 1,595 | | | 6,018 | | | 3,237 | |
Share-based payments (Note 14) | 321 | | | 1,028 | | | 1,370 | | | 1,293 | |
| 7,178 | | | 7,492 | | | 21,698 | | | 17,719 | |
| | | | | | | |
| Income (loss) from operations | (151) | | | 5,433 | | | (2,426) | | | 1,356 | |
| | | | | | | |
| Gain (loss) on revaluation of investments | 1,778 | | | (160) | | | 3,004 | | | (869) | |
| Gain (loss) on sale of marketable securities | (307) | | | 39 | | | (2,253) | | | (420) | |
Gain (loss) on revaluation of derivative liabilities (Note 8) | 283 | | | 336 | | | 176 | | | (62) | |
Equity income from investment in associated entity (Note 5) | 1,276 | | | 733 | | | 3,484 | | | 2,988 | |
| Foreign exchange gain (loss) | 51 | | | (401) | | | (204) | | | (1,366) | |
Loss on debt settlement (Note 9) | (783) | | | - | | | (783) | | | - | |
| Loss on revaluation of receivables | - | | | (124) | | | - | | | - | |
Impairment charges (Note 6) | - | | | (43) | | | (45) | | | (43) | |
Finance expense (Note 9) | (921) | | | (1,298) | | | (3,066) | | | (3,809) | |
Other losses (Note 15) | - | | | - | | | (2,326) | | | - | |
| | | | | | | |
| Income (loss) before income taxes | 1,226 | | | 4,515 | | | (4,439) | | | (2,225) | |
| | | | | | | |
| Deferred income tax expense | (62) | | | (1,890) | | | (72) | | | (3,446) | |
| Income tax recovery (expense) | 30 | | | (184) | | | (544) | | | (336) | |
| | | | | | | |
| Income (loss) for the period | $ | 1,194 | | | $ | 2,441 | | | $ | (5,055) | | | $ | (6,007) | |
| | | | | | | |
Basic income (loss) per share (Note 16) | $ | 0.01 | | | $ | 0.02 | | | $ | (0.04) | | | $ | (0.05) | |
Diluted income (loss) per share (Note 16) | $ | 0.01 | | | $ | 0.02 | | | $ | (0.04) | | | $ | (0.05) | |
| | | | | | | |
Weighted average no. of shares outstanding - basic (Note 16) | 114,240,974 | | 111,021,550 | | 112,923,996 | | 110,795,993 |
Weighted average no. of shares outstanding - diluted (Note 16) | 114,265,684 | | 111,437,211 | | 112,923,996 | | 110,795,993 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s)
Condensed Consolidated Interim Statements of Cash Flows
| | | | | | | | | | | |
| Nine months ended September 30, |
| 2024 | | 2023 |
| | | |
| Cash flows from operating activities | | | |
| Loss for the period | $ | (5,055) | | | $ | (6,007) | |
| Items not affecting operating activities: | | | |
| Interest income | (1,411) | | | (1,048) | |
| Effect of exchange rate changes on cash and cash equivalents | (6) | | | 33 | |
| Items not affecting cash: | | | |
| (Gain) loss on revaluation of investments | (3,004) | | | 869 | |
Equity income from investments in associate (Note 5) | (3,484) | | | (2,988) | |
Share-based payments (Note 14) | 1,902 | | | 1,763 | |
| Loss on debt settlement | 780 | | | - | |
| Deferred income tax expense | 72 | | | 3,446 | |
| Depletion and depreciation | 5,937 | | | 3,255 | |
Finance expense (Note 9) | 3,066 | | | 3,809 | |
Impairment charges (Note 6) | 45 | | | 43 | |
| Shares received pursuant to property agreements | (83) | | | (1,450) | |
Other non-cash movements (Note 20) | 1,798 | | | 7 | |
| | | |
Changes in non-cash working capital items (Note 20) | (231) | | | 1,055 | |
| Total cash provided by operating activities | 326 | | | 2,787 | |
| | | |
| Cash flows from investing activities | | | |
Dividends and other distributions (Note 5) | 5,574 | | | 5,255 | |
Purchase of investment in associated entity (Note 5) | (4,742) | | | (3,517) | |
| Proceeds from sale of fair value through profit and loss investments, net | 1,602 | | | 2,278 | |
Other movements (Note 20) | (25) | | | 72 | |
| Total cash provided by investing activities | 2,409 | | | 4,588 | |
| | | |
| Cash flows from financing activities | | | |
Proceeds from Franco-Nevada loan (Note 9) | 35,000 | | | - | |
Loan repayments (Note 9) | (34,660) | | | - | |
Interest paid (Note 9) | (1,683) | | | (2,371) | |
Purchase of common shares returned to treasury (Note 10) | (1,430) | | | - | |
| Proceeds from exercise of options and settlement of RSUs, net | 1,512 | | | 860 | |
Financing costs (Note 9) | (484) | | | - | |
| Total cash used in financing activities | (1,745) | | | (1,511) | |
| | | |
| Effect of exchange rate changes on cash and cash equivalents | 6 | | | (33) | |
| | | |
| Change in cash and cash equivalents | 996 | | | 5,831 | |
| Cash and cash equivalents, beginning | 20,677 | | | 16,838 | |
| | | |
| Cash and cash equivalents, ending | $ | 21,673 | | | $ | 22,669 | |
Supplemental disclosure with respect to cash flows (Note 20)
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except per share amounts
Condensed Consolidated Interim Statements of Shareholders' Equity
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Number of
common shares | | Capital stock | | Treasury Stock | | Reserves | | Deficit | | Total |
| | | | | | | | | | | |
| Balance as at December 31, 2023 | 112,234,040 | | $ | 160,913 | | | $ | - | | | $ | 18,620 | | | $ | (59,098) | | | $ | 120,435 | |
| Shares issued for exercise of stock options | 1,315,000 | | | 2,558 | | | - | | | (924) | | | - | | | 1,634 | |
| RSUs issued | 164,500 | | | 1,535 | | | - | | | (1,657) | | | - | | | (122) | |
| Share-based payments | - | | | - | | | - | | | 1,902 | | | - | | | 1,902 | |
| Common shares returned to treasury | (798,465) | | | (1,415) | | | (15) | | | - | | | - | | | (1,430) | |
| Shares issued for royalty | 30,000 | | | 45 | | | - | | | - | | | - | | | 45 | |
| Loss for the period | - | | | - | | | - | | | - | | | (5,055) | | | (5,055) | |
| | | | | | | | | | | |
| Balance as at September 30, 2024 | 112,945,075 | | $ | 163,636 | | | $ | (15) | | | $ | 17,941 | | | $ | (64,153) | | | $ | 117,409 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Number of
common shares | | Capital stock | | Treasury Stock | | Reserves | | Deficit | | Total |
| | | | | | | | | | | |
| Balance as at December 31, 2022 | 110,664,190 | | $ | 193,006 | | | $ | - | | | $ | 11,753 | | | $ | (81,558) | | | $ | 123,201 | |
| Shares issued for exercise of stock options | 1,284,000 | | | 1,985 | | | - | | | (735) | | | - | | | 1,250 | |
| RSUs issued | 255,850 | | | 1,001 | | | - | | | (1,199) | | | - | | | (198) | |
| Reclass of warrants to derivative liability | - | | | - | | | - | | | (1,286) | | | - | | | (1,286) | |
| Share-based payments | - | | | - | | | - | | | 1,763 | | | - | | | 1,763 | |
| Foreign currency translation adjustment | - | | | (35,131) | | | - | | | 8,038 | | | 27,093 | | | - | |
| Loss for the period | - | | | - | | | - | | | - | | | (6,007) | | | (6,007) | |
| | | | | | | | | | | |
| Balance as at September 30, 2023 | 112,204,040 | | $ | 160,861 | | | $ | - | | | $ | 18,334 | | | $ | (60,472) | | | $ | 118,723 | |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
1. Nature of Operations
EMX Royalty Corporation (the "Company" or "EMX") is a precious and base metals royalty company, which engages in the generation, acquisition and management of resource royalties and similar strategic investments. The Company's royalty and exploration portfolio mainly consists of properties in North America, Türkiye, Europe, Australia, Morocco and Latin America. The Company's common shares are listed on the TSX Venture Exchange ("TSX-V"), and the NYSE American under the symbol of "EMX", and also trade on the Frankfurt Stock Exchange under the symbol "6E9". The Company's head office is located at 501 - 543 Granville Street, Vancouver, British Columbia, Canada V6C 1X8.
These condensed consolidated interim financial statements have been prepared using IFRS Accounting Standards ("IFRS") applicable to a going concern, which assumes that the Company will be able to realize its assets, discharge its liabilities and continue in operation for the following twelve months.
Some of the Company's activities for royalty generation are located in emerging nations and, consequently, may be subject to a higher level of risk compared to other developed countries. Operations, the status of mineral property rights and the recoverability of investments in emerging nations can be affected by changing economic, legal, regulatory and political situations.
These condensed consolidated interim financial statements of the Company are presented in United States Dollars ("USD" or "US$"), 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").
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.
Reclassification
Certain comparative figures have been reclassified to conform to the current year presentation.
Summary of Material 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, 2023.
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 nine months ended September 30, 2024, are consistent with those applied in the Company's December 31, 2023, audited consolidated financial statements.
| | | | | | | | | | | | | | | | | |
| TSX.V: EMX.V / NYSE: EMX | | | EMX ROYALTY CORPORATION | | 6 |
Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
2. Statement of Compliance and Summary of Material Accounting Policies (continued)
New Accounting Policies Issued But Not Yet Effective
Certain pronouncements have been issued by the IASB or the International Financial Reporting Interpretations Committee ("IFRIC") that are not mandatory for the current period and have not been early adopted. The amendments are effective for accounting periods beginning on or after January 1, 2025, with earlier application permitted. The Company has reviewed these updates and the amendment that is applicable to the Company is discussed below:
IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 18 Presentation and Disclosure in Financial Statements, which will replace IAS 1, Presentation of Financial Statement aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, in particular additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows. IFRS 18 is effective from January 1, 2027. Companies are permitted to apply IFRS 18 before that date. The Company is currently assessing the impact of the new standard.
3. Investments
As at September 30, 2024, and December 31, 2023, the Company had the following investments:
| | | | | | | | | | | |
| September 30, | | December 31, |
| 2024 | | 2023 |
| Marketable securities | $ | 1,588 | | | $ | 4,001 | |
| Warrants | 133 | | | 195 | |
| Private company investments | 7,843 | | | 6,372 | |
| Total investments | 9,564 | | | 10,568 | |
| Less: current portion | (6,695) | | | (6,628) | |
| Non-current portion | $ | 2,869 | | | $ | 3,940 | |
The Company may purchase investments and receives investments as proceeds related to various property agreements, and may sell its holdings to the market where appropriate. During the nine months ended September 30, 2024, the Company realized $1,602 (2023 - $2,532) in proceeds from sales of investments.
4. 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.
| | | | | | | | | | | | | | | | | |
| TSX.V: EMX.V / NYSE: EMX | | | EMX ROYALTY CORPORATION | | 7 |
Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
4. Trade Receivables and Other Assets (continued)
As at September 30, 2024, and December 31, 2023, trade receivables and other assets were as follows:
| | | | | | | | | | | |
| September 30, | | December 31, |
| 2024 | | 2023 |
| Royalty revenue receivable | $ | 5,535 | | | $ | 4,028 | |
| Refundable taxes | 767 | | | 1,093 | |
| Recoverable royalty generation expenditures and advances | 552 | | | 894 | |
| Deferred compensation | 11,817 | | | 11,572 | |
| Reclamation deposits | 276 | | | 295 | |
| Prepaid expenses, deposits and other | 665 | | | 1,068 | |
| Total receivables and other assets | 19,612 | | | 18,950 | |
| Less: current portion | (16,900) | | | (7,743) | |
| Non-current portion | $ | 2,712 | | | $ | 11,207 | |
Non-current trade receivables and other assets are comprised of the deferred payments from Aftermath Silver Ltd. ("Aftermath") expected to be collected on November 30, 2026, 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. During the nine months ended September 30, 2024, Scout Discoveries Corp. ("Scout") exercised its early repayment option to settle the amount owed to the Company for the acquisition of former subsidiary, Scout Drilling LLC.
As at September 30, 2024, the Company has no material reclamation obligations and holds bonds to cover any non material reclamation requirements as required by local administrations. Once reclamation of the properties is complete, the bonds will be returned to the Company.
The following table summarizes the Company's deferred compensation as at September 30, 2024 and changes during the nine months then ended:
| | | | | | | | | | | | | | | | | | | | | | | |
| Aftermath | | AbraSilver | | Scout | | Total |
| Balance as at December 31, 2023 | $ | 5,042 | | | $ | 5,870 | | | $ | 660 | | | $ | 11,572 | |
| | | | | | | |
| Interest accretion | 394 | | | 511 | | | 90 | | | 995 | |
| Amount received | - | | | - | | | (1,050) | | | (1,050) | |
| Gain on sale of subsidiary | - | | | - | | | 300 | | | 300 | |
| Balance as at September 30, 2024 | 5,436 | | | 6,381 | | | - | | | 11,817 | |
| Less: current portion | (3,000) | | | (6,381) | | | - | | | (9,381) | |
| Non-current portion | $ | 2,436 | | | $ | - | | | $ | - | | | $ | 2,436 | |
| | | | | | | | | | | | | | | | | |
| TSX.V: EMX.V / NYSE: EMX | | | EMX ROYALTY CORPORATION | | 8 |
Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
5. Investment in SLM California
Caserones
During the nine months ended September 30, 2024, the Company acquired an additional 2.737% interest in SLM California for cash consideration of $4,742, bringing the Company's total ownership interest to 42.7% and increasing the Company's effective royalty interest in the Caserones property to 0.8306%.
Summarized 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:
| | | | | | | | | | | |
| September 30, | | December 31, |
| 2024 | | 2023 |
| Total assets | $ | 10,286 | | | $ | 11,252 | |
| Total liabilities | (5,658) | | | (6,709) | |
| Net assets | 4,628 | | | 4,543 | |
| The Company's ownership % | 42.7 | | | 40.0 | |
| Acquisition fair value and other adjustments | 59,639 | | | 57,010 | |
| Carrying amount of investment in SLM California | $ | 61,617 | | | $ | 58,827 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30, | | Nine months ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| Royalty revenue | $ | 6,162 | | | $ | 4,002 | | | $ | 17,409 | | | $ | 17,586 | |
| Net income | 2,987 | | | 1,831 | | | 8,154 | | | 7,471 | |
| The Company's ownership % | 42.7 | | | 40.0 | | | 42.7 | | | 40.0 | |
| Company's share of net income of SLM California | $ | 1,276 | | | $ | 733 | | | $ | 3,484 | | | $ | 2,988 | |
Income generated from the Company’s investment in SLM California is included in equity income from an investment in an associated entity. During the three and nine months ended September 30, 2024, the Company’s share of the royalty revenue in SLM California totaled $2,633 and $7,439, respectively (2023 – $1,602 and $7,033, respectively).
The following table summarizes the changes in the carrying amount of the Company's investment in SLM California:
| | | | | | | | | | | |
| September 30, | | December 31, |
| 2024 | | 2023 |
| Opening Balance | $ | 58,827 | | | $ | 58,189 | |
| Capital investment | 4,742 | | | 3,517 | |
| Company's share of net income of SLM California | 3,484 | | | 4,134 | |
| Distributions | (5,436) | | | (7,013) | |
| Ending Balance | $ | 61,617 | | | $ | 58,827 | |
| | | | | | | | | | | | | | | | | |
| TSX.V: EMX.V / NYSE: EMX | | | EMX ROYALTY CORPORATION | | 9 |
Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
6. Royalty and Other Property Interests
As at and for the nine months ended September 30, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Country | | December 31,
2023 | | Net Additions
(Recoveries) | | Depletion | | Impairment | | September 30,
2024 | | Historical cost | | Accumulated
depletion and
other** |
| Royalty Interests | | | | | | | | | | | | | | |
| Gediktepe | | Türkiye | | $ | 29,901 | | | $ | - | | | $ | (5,492) | | | $ | - | | | $ | 24,409 | | | $ | 43,746 | | | $ | (19,337) | |
| Leeville | | USA | | 4,141 | | | - | | | (323) | | | - | | | 3,818 | | | 38,869 | | | (35,051) | |
| Diablillos | | Argentina | | 6,582 | | | - | | | - | | | - | | | 6,582 | | | 7,224 | | | (642) | |
| Berenguela | | Peru | | 1,828 | | | - | | | - | | | - | | | 1,828 | | | 2,006 | | | (178) | |
| Revelo Portfolio | | Chile | | 401 | | | (267) | | | - | | | - | | | 134 | | | 186 | | | (52) | |
| Tartan Lake | | Canada | | 914 | | | - | | | - | | | - | | | 914 | | | 1,003 | | | (89) | |
| Timok | | Serbia | | 141 | | | - | | | (1) | | | - | | | 140 | | | 195 | | | (55) | |
| Other* | | Various | | 2,308 | | | 125 | | | - | | | - | | | 2,433 | | | 2,506 | | | (73) | |
| | | | 46,216 | | | (142) | | | (5,816) | | | - | | | 40,258 | | | 95,735 | | | (55,477) | |
| Other Property Interests | | | | | | | | | | | | | | |
| Perry Portfolio | | Canada | | 498 | | | (18) | | | - | | | (45) | | | 435 | | | 2,199 | | | (1,764) | |
| Revelo Portfolio | | Chile | | 709 | | | 267 | | | - | | | - | | | 976 | | | 976 | | | - | |
| Other* | | Various | | 676 | | | 16 | | | - | | | - | | | 692 | | | 3,324 | | | (2,632) | |
| | | | 1,883 | | | 265 | | | - | | | (45) | | | 2,103 | | | 6,499 | | | (4,396) | |
| Total | | | | $ | 48,099 | | | $ | 123 | | | $ | (5,816) | | | $ | (45) | | | $ | 42,361 | | | $ | 102,234 | | | $ | (59,873) | |
*Included in other are various royalty and other property interests held in 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, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Country | | December 31,
2022 | | Net Additions
(Recoveries) | | Depletion | | Impairment | | December 31,
2023 | | Historical cost | | Accumulated
depletion and
other** |
| Royalty Interests | | | | | | | | | | | | | | |
| Gediktepe | | Türkiye | | $ | 34,528 | | | $ | - | | | $ | (4,627) | | | $ | - | | | $ | 29,901 | | | $ | 43,746 | | | $ | (13,845) | |
| Leeville | | USA | | 4,546 | | | - | | | (405) | | | - | | | 4,141 | | | 38,869 | | | (34,728) | |
| Diablillos | | Argentina | | 6,582 | | | - | | | - | | | - | | | 6,582 | | | 7,224 | | | (642) | |
| Berenguela | | Peru | | 1,828 | | | - | | | - | | | - | | | 1,828 | | | 2,006 | | | (178) | |
| Revelo Portfolio | | Chile | | 1,137 | | | (709) | | | - | | | (27) | | | 401 | | | 453 | | | (52) | |
| Tartan Lake | | Canada | | 914 | | | - | | | - | | | - | | | 914 | | | 1,003 | | | (89) | |
| Timok | | Serbia | | 148 | | | - | | | (7) | | | - | | | 141 | | | 195 | | | (54) | |
| Other* | | Various | | 2,008 | | | 300 | | | - | | | - | | | 2,308 | | | 2,381 | | | (73) | |
| | | | 51,691 | | | (409) | | | (5,039) | | | (27) | | | 46,216 | | | 95,877 | | | (49,661) | |
| Other Property Interests | | | | | | | | | | | | | | |
| Perry Portfolio | | Canada | | 741 | | | (200) | | | - | | | (43) | | | 498 | | | 2,199 | | | (1,701) | |
| Revelo Portfolio | | Chile | | - | | | 709 | | | - | | | - | | | 709 | | | 709 | | | - | |
| Other* | | Various | | 993 | | | (317) | | | - | | | - | | | 676 | | | 3,324 | | | (2,648) | |
| | | | 1,734 | | | 192 | | | - | | | (43) | | | 1,883 | | | 6,232 | | | (4,349) | |
| Total | | | | $ | 53,425 | | | $ | (217) | | | $ | (5,039) | | | $ | (70) | | | $ | 48,099 | | | $ | 102,109 | | | $ | (54,010) | |
*Included in other are various royalty and other property interests held in Finland, Sweden, Argentina, Chile, Mexico, Canada and the U.S.A.
**Includes previously recognized recoveries, impairment charges and translation adjustments.
| | | | | | | | | | | | | | | | | |
| TSX.V: EMX.V / NYSE: EMX | | | EMX ROYALTY CORPORATION | | 10 |
Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
6. Royalty and Other Property Interests (continued)
Royalty Interest
Timok Royalty
EMX’s Timok Royalty is located in the Bor Mining District of Serbia and covers the Cukaru Peki copper-gold deposit. On September 1, 2023 the Company executed an amended and restated royalty agreement for its Timok Royalty property with Zinjin Mining Group Ltd ("Zijin"). The Company and Zijin agreed that the Timok Royalty will consist of a 0.3625% NSR royalty that is uncapped and cannot be repurchased or reduced.
Gediktepe Royalty
The Company holds two royalties at Gediktepe in Türkiye, which 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 production of 25,000 gold-equivalent sulfide ounces, a $3,000 milestone payment will become payable, with a second $3,000 milestone payment becoming payable on the first anniversary of the sulfide production milestone.
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. Royalty income from the Leeville Mine incurs a 5% direct gold tax.
Balya Royalty
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 Türkiye from Dedeman Madencilik San. Ve Tic. A. Ş. to Esan Eczacibaşi Endüstriyel Hammaddeler San. Ve Tic. A.Ş. ("Esan") a private Turkish company.
Gold Bar South Royalty
The Company holds a 1% NSR royalty in the Gold Bar South royalty property, operated by McEwen Mining Inc. ("McEwen"), which covers a sediment-hosted, oxide gold deposit situated southeast of McEwen's Gold Bar open pit mining operation in north-central Nevada.
7. 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 project partners. The Company's advances from project partners consist of the following:
| | | | | | | | | | | |
| September 30, | | December 31, |
| 2024 | | 2023 |
| U.S.A. | $ | 846 | | | $ | 975 | |
| Fennoscandia | 19 | | | 19 | |
| Total | $ | 865 | | | $ | 994 | |
| | | | | | | | | | | | | | | | | |
| TSX.V: EMX.V / NYSE: EMX | | | EMX ROYALTY CORPORATION | | 11 |
Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
8. Derivative Liabilities
The Company recognizes a liability on warrants issued in a private placement where the exercise price is denominated in Canadian dollars (C$). As at September 30, 2024, the fair value of derivative liabilities was $561 (December 31, 2023 - $754). During the nine months ended September 30, 2024, the Company recognized a gain of $176 (2023 - loss of $62) on the revaluation of derivative liabilities. The fair values of derivative liabilities were estimated using the Black-Scholes pricing model with weighted average assumptions as follows:
| | | | | | | | | | | |
| September 30, | | December 31, |
| 2024 | | 2023 |
| Risk free interest rate (%) | 2.88 | | | 3.67 | |
| Expected life (years) | 2.54 | | | 3.29 | |
| Expected volatility (%) | 38.76 | | | 42.80 | |
| Dividend yield | - | | - |
During the nine months ended September 30, 2024, there were no changes in the number of warrants outstanding.
The following table summarizes information about the warrants which were outstanding as at September 30, 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| Date Issued | Number of Warrants | | Exercisable | | Exercise Price (C$) | | Expiry Date |
| April 14, 2022 | 3,812,121 | | 3,812,121 | | 4.45 | | | April 14, 2027 |
| Total | 3,812,121 | | 3,812,121 | | | | |
9. Loan Payable
Franco-Nevada Credit Facility
In August 2024, the Company entered into a $35,000 credit agreement with Franco-Nevada Corp. ("Franco") with a maturity date of July 1, 2029. Depending on the Company's net debt to adjusted EBITDA ratio, the principle balance of the facility is subject to interest at the Secured Overnight Financing Rate ("SOFR") plus 3.00% to 4.25% per annum.
The loan is secured by a general security agreement over the assets of EMX and share pledges by EMX and certain of its subsidiaries or other equity interests, with Franco retaining the ability, at any time, to designate certain material subsidiaries of the Company to be guarantors of the loan and provide similar security. Certain covenants under the credit agreement, including restrictions on incurring indebtedness and encumbrances, shall apply to the Company and its subsidiaries.
Upon closing, the Company used the proceeds of the loan to repay the outstanding balance of the Sprott Credit Facility and for general working capital purposes.
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 carried an annual interest rate of 7%, payable monthly and the Company was required to maintain $1,500 in funds held as a minimum cash balance under the agreement. The Sprott Credit Facility included 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.
In August 2024, the Company settled the Sprott Credit Facility in full and no continuing obligations exist under the agreement.
| | | | | | | | | | | | | | | | | |
| TSX.V: EMX.V / NYSE: EMX | | | EMX ROYALTY CORPORATION | | 12 |
Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
9. Loan Payable (continued)
The following table summarizes the changes to the Company's loan payable during the nine months then ended September 30, 2024:
| | | | | | | | | | | | | | | | | |
| Sprott Credit Facility | | Franco-Nevada Credit Facility | | Total |
| Balance as at December 31, 2023 | $ | 32,752 | | | $ | - | | | $ | 32,752 | |
| Interest accretion | 2,624 | | | 442 | | | 3,066 | |
| Interest paid | (1,496) | | | (187) | | | (1,683) | |
| Repayment of facility | (34,660) | | | - | | | (34,660) | |
| Loss on debt settlement | 783 | | | - | | | 783 | |
| Proceeds from credit facility | - | | | 35,000 | | | 35,000 | |
| Financing costs | (3) | | | (481) | | | (484) | |
| Balance as at September 30, 2024 | $ | - | | | $ | 34,774 | | | $ | 34,774 | |
For the nine months ended September 30, 2024, the Company recognized interest expense of $3,066 (2023 - $3,809) on the loans which was included in finance expenses.
The following table summarizes the Company's loan payable as at September 30, 2024 and December 31, 2023:
| | | | | | | | | | | |
| September 30, | | December 31, |
| 2024 | | 2023 |
| Franco-Nevada credit facility | $ | 35,000 | | | $ | - | |
| Sprott credit facility | - | | | 34,660 | |
| Unamortized financing costs* | (470) | | | (1,908) | |
| Accrued interest | 244 | | | - | |
| Total | $ | 34,774 | | | $ | 32,752 | |
| Less: current portion | - | | | (32,752) | |
| Non-current portion | $ | 34,774 | | | $ | - | |
*Included in the December 31, 2023 balance was the unamortized impact of the debt modifications from 2022 and 2023.
10. Shareholders' Equity
Authorized
As at September 30, 2024, the authorized share capital of the Company was an unlimited number of common shares without par value.
Common Shares
During the nine months ended September 30, 2024, the Company:
•Issued 30,000 common shares valued at $45 related to the acquisition of a royalty in Finland.
•Issued 1,315,000 common shares for gross proceeds of $1,634 pursuant to the exercise of stock options.
•Issued 164,500 common shares with a value of $1,535 pursuant to a restricted share unit plan with certain executives and management of the Company.
•Repurchased and returned to treasury 798,465 common shares at a cost of $1,430. The Company then cancelled, pursuant to the Company's Normal Course Issuer Bid, 790,529 common shares.
| | | | | | | | | | | | | | | | | |
| TSX.V: EMX.V / NYSE: EMX | | | EMX ROYALTY CORPORATION | | 13 |
Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
10. Shareholders' Equity (continued)
During the nine months ended September 30, 2023, the Company:
•Issued 1,284,000 common shares for gross proceeds of $1,058 pursuant to the exercise of stock options.
•Issued 255,850 common shares with a value of $1,001 pursuant to a restricted share unit plan with executives and management of the Company.
Stock Options
The Company adopted a stock option plan (the "Plan") pursuant to the policies of the TSX-V. The maximum number of shares that may be reserved for issuance under the plan is limited to 10% of the issued common shares of the Company at any time. The vesting terms are determined at the time of the grant, subject to the terms of the plan.
During the nine months ended September 30, 2024, the change in stock options outstanding was as follows:
| | | | | | | | | | | |
| Number | | Weighted Average
Exercise Price (C$) |
| Balance as at December 31, 2023 | 7,834,500 | | | $ | 2.72 | |
| Granted | 1,442,400 | | | 2.47 | |
| Exercised | (1,315,000) | | | 1.70 | |
| Forfeited | (344,000) | | | 2.89 | |
| Balance as at September 30, 2024 | 7,617,900 | | | $ | 2.84 | |
The following table summarizes information about the stock options which were outstanding and exercisable at September 30, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Outstanding | | Exercisable |
| Exercise prices (C$) | Number of Options | | Weighted average exercise price (C$) | | Weighted average remaining life (years) | | Number of Options | | Weighted average exercise price (C$) | | Weighted average remaining life (years) |
| 1.80 - 2.22 | 90,000 | | | 2.08 | | 0.25 | | 90,000 | | | 2.08 | | 0.25 |
| 2.45 - 2.62 | 5,924,900 | | | 2.55 | | 3.00 | | 5,913,650 | | | 2.55 | | 2.99 |
| 3.50 - 4.28 | 1,603,000 | | | 3.98 | | 1.67 | | 1,603,000 | | | 3.98 | | 1.67 |
| Total | 7,617,900 | | | 2.84 | | 2.69 | | 7,606,650 | | | 2.84 | | 2.68 |
As at September 30, 2024, the weighted average remaining useful life of exercisable stock options was 2.68 (December 31, 2023 - 2.78).
The weighted average fair value of the stock options granted during the nine months ended year ended September 30, 2024 was C$1.09 (2023 - CS1.15) per stock option. The fair value of stock options granted was estimated using the Black-Scholes option pricing model with weighted average assumptions as follows:
| | | | | | | | | | | |
| Nine months ended September 30, |
| 2024 | | 2023 |
| Risk free interest rate (%) | 3.36 | | | 3.96 | |
| Expected life (years) | 5.0 | | | 5.0 | |
| Expected volatility (%) | 45.8 | | | 45.6 | |
| Dividend yield (%) | - | | - |
| | | | | | | | | | | | | | | | | |
| TSX.V: EMX.V / NYSE: EMX | | | EMX ROYALTY CORPORATION | | 14 |
Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
10. Shareholders' Equity (continued)
Subsequent to September 30, 2024 the Company granted 69,000 stock options to employees and consultants of the Company with exercises prices ranging from C$2.41 to C$2.60 and expiry dates ranging from October 1, 2029 to October 11, 2029.
Restricted share units
In 2017, the Company introduced a long-term restricted share unit plan ("RSUs"). The RSUs entitle employees, consultants 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.
Restricted share units with performance criteria
RSUs with performance criteria cliff vest on the third anniversary of the grant date subject to achievement of performance conditions relating to the Company's total shareholder return and certain other operational milestones. The number of RSUs determined to have vested as at the evaluation date will entitle the holder to acquire for no additional consideration, between zero and one and a half common shares of the Company.
The following table summarizes information about the RSUs with performance criteria which were outstanding at September 30, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Evaluation Date | December 31,
2023 | | Granted | | Vested | | Expired/Cancelled | | September 30,
2024 |
| December 31, 2023* | 450,000 | | - | | (225,000) | | (225,000) | | - |
| December 31, 2024 | 500,000 | | - | | - | | - | | 500,000 |
| December 31, 2025 | 562,000 | | - | | - | | - | | 562,000 |
| December 31, 2026 | - | | 647,000 | | - | | - | | 647,000 |
| Total | 1,512,000 | | 647,000 | | (225,000) | | (225,000) | | 1,709,000 |
*Based on the achievement performance as evaluated by the Compensation Committee of the Board of Directors of the Company, it was ascertained that 225,000 RSU's with an evaluation date of December 31, 2023 had vested based on preset performance criteria previously established on the grant date.
Restricted share units with no performance criteria
RSUs with no performance criteria will entitle the holder to acquire one common share of the Company for no additional consideration and will vest in three equal tranches on the first, second and third anniversaries of the date of grant.
The following table summarizes information about the RSUs with no performance criteria which were outstanding at September 30, 2024:
| | | | | |
| Number |
| Balance as at December 31, 2023 | - | |
| Granted | 132,000 | |
| |
| |
| Balance as at September 30, 2024 | 132,000 | |
Normal Course Issuer Bid
During the nine months ended September 30, 2024, the Company commenced a Normal Course Issuer Bid ("NCIB"). Under the NCIB, the Company may purchase for cancellation up to 5,000,000 common shares over a twelve-month period commencing on February 13, 2024. The NCIB will expire no later than February 12, 2025.
During the nine months ended September 30, 2024, the Company repurchased and returned to treasury 798,465 common shares at a cost of $1,430. The Company then cancelled, pursuant to the Company's Normal Course Issuer Bid, 790,529 common shares. Subsequent to period end, the Company repurchased 2,156,754 shares for a total cost of $3,322.
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| TSX.V: EMX.V / NYSE: EMX | | | EMX ROYALTY CORPORATION | | 15 |
Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
11. Revenue and Other Income
During the three and nine months ended September 30, 2024 and 2023 the Company had the following sources of revenue and other income:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30, | | Nine months ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| Royalty revenue* | $ | 6,184 | | | $ | 11,142 | | | $ | 16,871 | | | $ | 14,918 | |
| Option and other property income | 310 | | | 1,409 | | | 990 | | | 3,109 | |
| Interest income | 533 | | | 374 | | | 1,411 | | | 1,048 | |
| $ | 7,027 | | | $ | 12,925 | | | $ | 19,272 | | | $ | 19,075 | |
*Excludes royalty revenue generated from the Company's equity interest in SLM California (Note 5)
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 payable in cash or partner equity pursuant to individual agreements. The Company may also earn conditional payments on producing royalties.
During the three and nine months ended September 30, 2024 and 2023 the Company had the following sources of royalty revenue:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30, | | Nine months ended September 30, |
| 2024 | | | 2023 | | | 2024 | | | 2023 | |
| Timok | $ | 1,236 | | | $ | 7,689 | | | $ | 4,089 | | | $ | 7,689 | |
| Gediktepe | 3,353 | | | 1,955 | | | 8,149 | | | 4,056 | |
| Leeville | 1,112 | | | 773 | | | 3,163 | | | 1,971 | |
| Balya | 344 | | | 568 | | | 852 | | | 730 | |
| Gold Bar South | 104 | | | 59 | | | 346 | | | 193 | |
| Advanced royalty payments | 35 | | | 98 | | | 272 | | | 279 | |
| $ | 6,184 | | | $ | 11,142 | | | $ | 16,871 | | | $ | 14,918 | |
During the nine months ended September 30, 2024, the Company recognized staged cash payments totaling $360 (2023 - $416), and equity payments valued at $83 (2023 - $1,470) in connection with property agreements from various partners. These payments have been included in option and other property income within revenue and other income.
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| TSX.V: EMX.V / NYSE: EMX | | | EMX ROYALTY CORPORATION | | 16 |
Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
12. General and Administrative Expenses
During the three and nine months ended September 30, 2024 and 2023 the Company had the following sources of general and administrative expenses:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30, | | Nine months ended September 30, |
| 2024 | | | 2023 | | | 2024 | | | 2023 | |
| Salaries, consultants, and benefits | $ | 794 | | | $ | 594 | | | $ | 2,550 | | | $ | 2,195 | |
| Professional fees | 165 | | | 279 | | | 868 | | | 815 | |
| Investor relations and shareholder information | 142 | | | 148 | | | 480 | | | 589 | |
| Transfer agent and filing fees | 16 | | | 19 | | | 176 | | | 186 | |
| Administrative and office | 383 | | | 279 | | | 956 | | | 744 | |
| Travel | 37 | | | 45 | | | 111 | | | 133 | |
| Stamp taxes | - | | | - | | | 238 | | | - | |
| $ | 1,537 | | | $ | 1,364 | | | $ | 5,379 | | | $ | 4,662 | |
13. Royalty Generation and Project Evaluation
During the nine months ended September 30, 2024, the Company incurred the following royalty generation costs, which were expensed as incurred:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fennoscandia | | USA | | Eastern Europe and Morocco | | South America | | Other | | Technical support
and project
evaluation* | | Total |
| Administration costs | $ | 158 | | | $ | 155 | | | $ | 216 | | | $ | 28 | | | $ | 4 | | | $ | 75 | | | $ | 636 | |
| Drilling, technical, and support costs | 445 | | | 1,336 | | | 369 | | | - | | | 69 | | | 144 | | | 2,363 | |
| Personnel | 407 | | | 796 | | | 1,086 | | | 44 | | | 154 | | | 1,453 | | | 3,940 | |
| Property costs | 566 | | | 1,727 | | | 231 | | | 576 | | | 44 | | | - | | | 3,144 | |
| Professional costs | 196 | | | 24 | | | 198 | | | 120 | | | 29 | | | - | | | 567 | |
| Share-based payments | 65 | | | 140 | | | 59 | | | 14 | | | 19 | | | 235 | | | 532 | |
| Travel | 99 | | | 16 | | | 15 | | | 6 | | | 28 | | | 113 | | | 277 | |
| Total Expenditures | 1,936 | | | 4,194 | | | 2,174 | | | 788 | | | 347 | | | 2,020 | | | 11,459 | |
| Recoveries from partners | (229) | | | (2,299) | | | - | | | - | | | - | | | - | | | (2,528) | |
| Net Expenditures | $ | 1,707 | | | $ | 1,895 | | | $ | 2,174 | | | $ | 788 | | | $ | 347 | | | $ | 2,020 | | | $ | 8,931 | |
*Technical support, evaluation, and due diligence related to new and existing opportunities for royalty acquisitions and strategic investments
| | | | | | | | | | | | | | | | | |
| TSX.V: EMX.V / NYSE: EMX | | | EMX ROYALTY CORPORATION | | 17 |
Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
13. Royalty Generation and Project Evaluation (continued)
During the nine months ended September 30, 2023, the Company incurred the following royalty generation costs, which were expensed as incurred:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fennoscandia | | USA** | | Eastern Europe and Morocco | | South America | | Other | | Technical support
and project
evaluation* | | Total |
| Administration costs | $ | 186 | | | $ | 297 | | | $ | 277 | | | $ | 1 | | | $ | 9 | | | $ | 54 | | | $ | 824 | |
| Drilling, technical, and support costs | 802 | | | 4,285 | | | 200 | | | 4 | | | 246 | | | 215 | | | 5,752 | |
| Personnel | 463 | | | 1,776 | | | 560 | | | 35 | | | 264 | | | 1,264 | | | 4,362 | |
| Property costs | 111 | | | 1,894 | | | 26 | | | 287 | | | 58 | | | - | | | 2,376 | |
| Professional costs | 10 | | | 116 | | | 118 | | | 22 | | | 26 | | | - | | | 292 | |
| Share-based payments | 77 | | | 136 | | | 56 | | | 11 | | | 12 | | | 178 | | | 470 | |
| Travel | 74 | | | 27 | | | 48 | | | - | | | 19 | | | 118 | | | 286 | |
| Total Expenditures | 1,723 | | | 8,531 | | | 1,285 | | | 360 | | | 634 | | | 1,829 | | | 14,362 | |
| Recoveries from partners | (775) | | | (5,060) | | | - | | | - | | | - | | | - | | | (5,835) | |
| Net Expenditures | $ | 948 | | | $ | 3,471 | | | $ | 1,285 | | | $ | 360 | | | $ | 634 | | | $ | 1,829 | | | $ | 8,527 | |
•Technical support, evaluation, and due diligence related to new and existing opportunities for royalty acquisitions and strategic investments
** Includes $1,527 in costs related to Scout Drilling LLC, which was sold in 2023.
14. Share-based Payments
During the nine months ended September 30, 2024, the Company recorded aggregate share-based payments of $1,902 (2023 - $1,763) as they relate to the fair value of stock options and RSU's vested, and forfeited.
Share-based payments for the nine months ended September 30, 2024 are allocated to expense accounts as follows:
| | | | | | | | | | | | | | | | | |
| General and
Administrative Expenses | | Royalty Generation Costs | | Total |
| Fair value of options vested | $ | 692 | | | $ | 466 | | | $ | 1,158 | |
| RSUs with performance criteria | 669 | | | 36 | | | 705 | |
| RSUs with no performance criteria | 9 | | | 30 | | | 39 | |
| Total | $ | 1,370 | | | $ | 532 | | | $ | 1,902 | |
Share-based payments for the nine months ended September 30, 2023 are allocated to expense accounts as follows:
| | | | | | | | | | | | | | | | | | | | |
| General and
Administrative Expenses | | Royalty Generation Costs | | Total | |
| Fair value of stock options vested | $ | 752 | | | $ | 479 | | | $ | 1,231 | | |
| RSUs with performance criteria | 541 | | | (9) | | | 532 | | |
| Total | $ | 1,293 | | | $ | 470 | | | $ | 1,763 | | |
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| TSX.V: EMX.V / NYSE: EMX | | | EMX ROYALTY CORPORATION | | 18 |
Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
15. Other Losses
In April 2024, one of the Company's subsidiaries in Türkiye was the subject of a cyber event resulting in the loss of $2,326. The Company has launched a full investigation of the event and is pursuing recovery of its funds through all legally available means in order to mitigate the loss amount to the fullest extent possible. As at September 30 2024, the investigation remains ongoing.
16. Net Income (Loss) per Share
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30, | | Nine months ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| Net income (loss) | $ | 1,194 | | | $ | 2,441 | | | $ | (5,055) | | | $ | (6,007) | |
| Weighted average number of common shares outstanding - basic | 114,240,974 | | 111,021,550 | | 112,923,996 | | 110,795,993 |
| Dilutive effect of stock options and warrants | 24,710 | | 415,661 | | - | | - |
| Weighted average number of common shares outstanding - diluted | 114,265,684 | | 111,437,211 | | 112,923,996 | | 110,795,993 |
| Basic earnings (loss) per share | $ | 0.01 | | | $ | 0.02 | | | $ | (0.04) | | | $ | (0.05) | |
| Diluted earnings (loss) per share | $ | 0.01 | | | $ | 0.02 | | | $ | (0.04) | | | $ | (0.05) | |
17. Related Party Transactions
The aggregate value of transactions and outstanding balances relating to key management personnel for the nine months ended September 30, 2024 were as follows:
| | | | | | | | | | | | | | | | | |
| Salary and fees | | Share-based
Payments | | Total |
| Management | $ | 730 | | | $ | 412 | | | $ | 1,142 | |
| Outside directors | 540 | | | 527 | | | 1,067 | |
| Seabord Management Corp.* | 206 | | | - | | | 206 | |
| Total | $ | 1,476 | | | $ | 939 | | | $ | 2,415 | |
*Seabord Management Corp. (“Seabord”) is a management services company partially owned by the Chief Accounting Officer ("CAO") the Company. Seabord provided accounting and administration staff, and office space to the Company. The CAO does not receive any direct compensation from Seabord in relation to services provided to the Company.
The aggregate value of transactions and outstanding balances relating to key management personnel for the nine months ended September 30, 2023 were as follows:
| | | | | | | | | | | | | | | | | |
| Salary and fees | | Share-based
Payments | | Total |
| Management | $ | 670 | | | $ | 423 | | | $ | 1,093 | |
| Outside directors | 493 | | | 428 | | | 921 | |
| Seabord Management Corp.* | 227 | | | - | | | 227 | |
| Total | $ | 1,390 | | | $ | 851 | | | $ | 2,241 | |
*Seabord Management Corp. (“Seabord”) is a management services company partially owned by the Chief Accounting Officer ("CAO") the Company. Seabord provided accounting and administration staff, and office space to the Company. The CAO does not receive any direct compensation from Seabord in relation to services provided to the Company.
Included in accounts receivable as at September 30, 2024 is $15 (December 31, 2023 - $Nil) owed from key management personnel.
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| TSX.V: EMX.V / NYSE: EMX | | | EMX ROYALTY CORPORATION | | 19 |
Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
18. Segmented Information
For the nine months ended September 30, 2024, the Company had revenue and other income located geographically as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fennoscandia | | USA | | Eastern Europe and Morocco | | Other | | Total |
| Royalty revenue* | $ | 170 | | | $ | 3,611 | | | $ | 13,090 | | | $ | - | | | $ | 16,871 | |
| Option and other property income | 139 | | | 787 | | | - | | | 64 | | | 990 | |
| Interest income | 16 | | | 104 | | | - | | | 1,291 | | | 1,411 | |
| Total | $ | 325 | | | $ | 4,502 | | | $ | 13,090 | | | $ | 1,355 | | | $ | 19,272 | |
*Excludes royalty revenue generated from the Company's equity interest in SLM California (Note 5)
For the nine months ended September 30, 2023, the Company had revenue and other income located geographically as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fennoscandia | | USA | | Eastern Europe and Morocco | | Other | | Total |
| Royalty revenue* | $ | 180 | | | $ | 2,262 | | | $ | 12,476 | | | $ | - | | | $ | 14,918 | |
| Option and other property income | 590 | | | 1,402 | | | - | | | 1,117 | | | 3,109 | |
| Interest income | 2 | | | 56 | | | - | | | 990 | | | 1,048 | |
| Total | $ | 772 | | | $ | 3,720 | | | $ | 12,476 | | | $ | 2,107 | | | $ | 19,075 | |
*Excludes royalty revenue generated from the Company's equity interest in SLM California (Note 5)
As at September 30, 2024, the Company had royalty and other property interests, and property and equipment located geographically as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fennoscandia | | USA | | Eastern Europe and Morocco | | South America | | Other | | Total |
| Royalty and other property interests | | | | | | | | | | |
| As at September 30, 2024 | $ | 649 | | | $ | 5,304 | | | $ | 24,550 | | | $ | 9,715 | | | $ | 2,143 | | | $ | 42,361 | |
| As at December 31, 2023 | $ | 524 | | | $ | 5,611 | | | $ | 30,041 | | | $ | 9,715 | | | $ | 2,208 | | | $ | 48,099 | |
| Property and equipment | | | | | | | | | | | |
| As at September 30, 2024 | $ | 134 | | | $ | 534 | | | $ | 74 | | | $ | - | | | $ | - | | | $ | 742 | |
| As at December 31, 2023 | $ | 161 | | | $ | 605 | | | $ | 87 | | | $ | - | | | $ | - | | | $ | 853 | |
19. 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 September 30, 2024, the Company had working capital of $41,825 (December 31, 2023 - deficit of $2,270). 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, investment income including dividends from investments in associated entities and pre-production property deals including anniversary and stage payments.
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 9.
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| TSX.V: EMX.V / NYSE: EMX | | | EMX ROYALTY CORPORATION | | 20 |
Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
19. 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.
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 | $ | 1,588 | | | $ | 4,020 | | | $ | - | | | $ | 5,608 | |
| Investments - warrants | - | | | 133 | | | - | | | 133 | |
| Total | $ | 1,588 | | | $ | 4,153 | | | $ | - | | | $ | 5,741 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Liability | Level 1 | | Level 2 | | Level 3 | | Total |
| Derivative liability - warrants | $ | - | | | $ | 561 | | | $ | - | | | $ | 561 | |
| Total | $ | - | | | $ | 561 | | | $ | - | | | $ | 561 | |
The carrying value of cash and cash equivalents, restricted cash, current trade receivables and other assets, accounts payable and accrued liabilities, advances from joint venture partners and, approximate their fair value because of the short-term nature of these instruments.
The Company's financial instruments are exposed to certain financial risks, including credit risk, interest rate risk, market risk, liquidity risk, commodity risk, and currency risk.
Credit Risk
Credit risk is the risk that a third party might fail to fulfill its performance obligations under the terms of a financial instrument. Credit risk arises from cash and cash equivalents and trade receivables. This risk is minimized by holding a significant portion of the cash funds in major Canadian and US banks. The Company's exposure with respect to its trade receivables is primarily related to royalty revenue, recoverable taxes, recovery of royalty generation costs, and the sale of assets.
Interest Rate Risk
The Company monitors its exposure to interest rates and is exposed to interest rate risk because of fluctuating interest rates on cash and cash equivalents, restricted cash and a loan payable (Note 9). The Company’s loan payable is subject to a floating interest rate. During the nine months ended September 30, 2024, a 1% change in nominal interest rates would not have increased or decreased the Company's finance expense by a material amount.
Market Risk
Market risks are the risks that change in market factors, such as publicly traded securities, will affect the value of the Company’s financial instruments. The Company manages market risks by either accepting it or mitigating it through the use of economic strategies.
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| TSX.V: EMX.V / NYSE: EMX | | | EMX ROYALTY CORPORATION | | 21 |
Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
19. Risk and Capital Management: Financial Instruments (continued)
The Company is exposed to fluctuating values of its publicly traded marketable securities. The Company has no control over these fluctuations and does not hedge its investments. Based on the September 30, 2024 portfolio values, a 10% increase or decrease in effective market values would increase or decrease net shareholders’ equity by approximately $574.
Liquidity Risk
Liquidity risk is the risk of loss from not having access to sufficient funds to meet both expected and unexpected cash demands. The Company manages its exposure to liquidity risk through prudent management of its statement of financial position, including maintaining sufficient cash balances and evaluating options for additional resources. The Company has in place a planning and budgeting process to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis.
As at September 30, 2024, the Company held $45,268 in current assets (December 31, 2023 - $35,048) and $3,443 in current liabilities (December 31, 2023 - $37,318). Management continuously monitors and reviews both actual and forecasted cash flows as well as additional financing opportunities in order to settle all current liabilities.
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
Financial instruments that impact the Company’s net income (loss) due to currency fluctuations include cash and cash equivalents, loans receivable, marketable securities, trade and other receivables, trade and other payables and deferred tax assets and liabilities denominated in Canadian dollars. Based on the Company’s Canadian dollar denominated monetary assets and monetary liabilities at September 30, 2024 a 10% increase or decrease of the value of the Canadian dollar relative to the United States dollar would not have a material impact on net loss.
Balances denominated in another currency other than the Canadian dollar held in foreign operations are considered immaterial.
20. Supplemental Disclosure with Respect to Cash Flows
Changes in non-cash working capital:
| | | | | | | | | | | |
| Nine months ended September 30, |
| 2024 | | | 2023 | |
| Trade receivables and other assets | $ | 698 | | | $ | 2,438 | |
| Accounts payable and accrued liabilities | (800) | | | (455) | |
| Advances from joint venture partners | (129) | | | (928) | |
| Total | $ | (231) | | | $ | 1,055 | |
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| TSX.V: EMX.V / NYSE: EMX | | | EMX ROYALTY CORPORATION | | 22 |
Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
20. Supplemental Disclosure with Respect to Cash Flows (continued)
Other non-cash operating activities:
| | | | | | | | | | | |
| Nine months ended September 30, |
| 2024 | | | 2023 | |
| (Gain) loss on revaluation of derivative liabilities | $ | (176) | | | $ | 62 | |
| Gain on sale of subsidiary | (378) | | | (291) | |
| Loss on disposal of property and equipment | - | | | 3 | |
| Realized loss on sale of investments | 2,253 | | | 420 | |
| Foreign exchange (gain) loss | 99 | | | (187) | |
| Total | $ | 1,798 | | | $ | 7 | |
Other investing activities:
| | | | | | | | | | | |
| Nine months ended September 30, |
| 2024 | | | 2023 | |
| Option payments received | $ | 10 | | | $ | 149 | |
| Loan receivable | - | | | (750) | |
| Proceeds from loan repayment | - | | | 500 | |
| Deferred acquisition costs | (361) | | | - | |
| Interest received on cash and cash equivalents | 416 | | | 112 | |
| Acquisition of royalty and other property interests, net | (96) | | | - | |
| Purchase and sale of property and equipment, net | (12) | | | (169) | |
| Reclamation bonds | 18 | | | 230 | |
| Total | $ | (25) | | | $ | 72 | |
During the nine months ended September 30, 2024 and 2023, the Company paid income tax of $855 and $466, respectively.
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| TSX.V: EMX.V / NYSE: EMX | | | EMX ROYALTY CORPORATION | | 23 |
