Exhibit 99.02
Condensed Interim Consolidated Financial Statements
Three and nine months ended September 30, 2020 and 2019
Presented in United States dollars
ORLA MINING LTD.
Condensed Interim Consolidated Balance Sheets
(Unaudited – Thousands of United States dollars)
| | September 30 | | | December 31 | | | January 1 | |
As at | | 2020 | | | 2019 | | | 2019 | |
| | | | | (restated, notes 3 and 22) | | | (restated, notes 3 and 22) | |
ASSETS | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 41,743 | | | $ | 23,106 | | | $ | 12,234 | |
Accounts receivable | | | 171 | | | | 94 | | | | 282 | |
Prepaid expenses | | | 679 | | | | 53 | | | | 151 | |
| | | 42,593 | | | | 23,253 | | | | 12,667 | |
Restricted funds | | | 533 | | | | 509 | | | | 150 | |
VAT recoverable (note 7) | | | 3,349 | | | | 1,340 | | | | 622 | |
Deposits on long term assets (notes 5(a)(i) and 20(a)) | | | 18,069 | | | | — | | | | — | |
Construction in progress (note 5(a)(i)) | | | 2,593 | | | | — | | | | — | |
Equipment (note 6) | | | 255 | | | | 284 | | | | 252 | |
Exploration and evaluation assets (note 5(d)) | | | 118,923 | | | | 125,643 | | | | 124,099 | |
TOTAL ASSETS | | $ | 186,315 | | | $ | 151,029 | | | $ | 137,790 | |
| | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | |
Trade and other payables (note 8) | | $ | 1,222 | | | $ | 802 | | | $ | 1,278 | |
Accrued liabilities | | | 3,452 | | | | 1,578 | | | | 1,405 | |
| | | 4,674 | | | | 2,380 | | | | 2,683 | |
Lease obligations | | | 22 | | | | 44 | | | | — | |
Camino Rojo project loan (note 9) | | | 13,445 | | | | 12,961 | | | | — | |
Newmont loan (note 10) | | | 8,093 | | | | 9,647 | | | | 4,475 | |
Accrued liabilities – long term | | | 395 | | | | 261 | | | | — | |
Site closure provisions (note 11) | | | 558 | | | | 575 | | | | 626 | |
TOTAL LIABILITIES | | | 27,187 | | | | 25,868 | | | | 7,784 | |
| | | | | | | | | | | | |
SHAREHOLDERS' EQUITY | | | | | | | | | | | | |
Share capital (note 13) | | | 219,169 | | | | 159,230 | | | | 153,852 | |
Reserves | | | 29,570 | | | | 30,061 | | | | 19,931 | |
Accumulated other comprehensive income (loss) | | | (6,459 | ) | | | (1,027 | ) | | | (3,393 | ) |
Accumulated deficit | | | (83,152 | ) | | | (63,103 | ) | | | (40,384 | ) |
TOTAL SHAREHOLDERS' EQUITY | | | 159,128 | | | | 125,161 | | | | 130,006 | |
| | | | | | | | | | | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 186,315 | | | $ | 151,029 | | | $ | 137,790 | |
Authorized by the Board of Directors on November 12, 2020, for issuance.
/s/ Elizabeth McGregor | | /s/ Jason Simpson |
Elizabeth McGregor, Director | | Jason Simpson, Director |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
ORLA MINING LTD.
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
(Unaudited – Thousands of United States dollars, except per-share amounts)
| | Three months ended September 30 | | | Nine months ended September 30 | |
| | 2020 | | | 2019 (restated note 3) | | | 2020 | | | 2019 (restated note 3) | |
EXPLORATION AND EVALUATION EXPENSES (note 5) | | | | | | | | | | | | | | | | |
Assays and analysis | | $ | 59 | | | $ | 38 | | | $ | 88 | | | $ | 160 | |
Drilling | | | 258 | | | | 292 | | | | 258 | | | | 1,021 | |
Geological | | | 379 | | | | 289 | | | | 799 | | | | 1,260 | |
Engineering | | | 222 | | | | 198 | | | | 752 | | | | 1,500 | |
Environmental | | | 123 | | | | 213 | | | | 214 | | | | 530 | |
Community and government | | | 827 | | | | 1,003 | | | | 3,348 | | | | 1,353 | |
Land and water use, claims and concessions | | | 695 | | | | 974 | | | | 3,855 | | | | 3,286 | |
Project management | | | — | | | | 38 | | | | — | | | | 131 | |
Project review | | | — | | | | 27 | | | | 6 | | | | 115 | |
Site activities | | | 357 | | | | 379 | | | | 1,183 | | | | 1,265 | |
Site administration | | | 670 | | | | 177 | | | | 1,841 | | | | 1,264 | |
Recognition of site closure provisions | | | — | | | | — | | | | 15 | | | | — | |
| | | 3,590 | | | | 3,628 | | | | 12,359 | | | | 11,885 | |
| | | | | | | | | | | | | | | | |
GENERAL AND ADMINISTRATIVE EXPENSES | | | | | | | | | | | | | | | | |
Office and administrative | | | 162 | | | | 97 | | | | 541 | | | | 381 | |
Professional fees | | | 425 | | | | 170 | | | | 831 | | | | 374 | |
Regulatory | | | 11 | | | | 30 | | | | 159 | | | | 95 | |
Salaries and benefits | | | 563 | | | | 423 | | | | 1,354 | | | | 1,256 | |
| | | 1,161 | | | | 720 | | | | 2,885 | | | | 2,106 | |
| | | | | | | | | | | | | | | | |
OTHER EXPENSES (INCOME) | | | | | | | | | | | | | | | | |
Depreciation (note 6) | | | 23 | | | | 25 | | | | 70 | | | | 72 | |
Share based payments (note 14) | | | 705 | | | | 580 | | | | 2,089 | | | | 2,195 | |
Interest and finance costs (note 12) | | | 1,503 | | | | 467 | | | | 2,718 | | | | 723 | |
Foreign exchange loss (gain) | | | 1,688 | | | | (1 | ) | | | 947 | | | | 19 | |
Other (gains) and losses (note 10) | | | (1,019 | ) | | | — | | | | (1,019 | ) | | | — | |
| | | 2,900 | | | | 1,071 | | | | 4,805 | | | | 3,009 | |
| | | | | | | | | | | | | | | | |
LOSS FOR THE PERIOD | | $ | 7,651 | | | $ | 5,419 | | | $ | 20,049 | | | $ | 17,000 | |
| | | | | | | | | | | | | | | | |
OTHER COMPREHENSIVE LOSS (INCOME) | | | | | | | | | | | | | | | | |
Items that may in future periods be reclassified to profit or loss: | | | | | | | | | | | | | | | | |
Foreign currency differences arising on translation of foreign operations | | | (2,934 | ) | | | 833 | | | | 5,432 | | | | (305 | ) |
TOTAL COMPREHENSIVE LOSS | | $ | 4,717 | | | $ | 6,252 | | | $ | 25,481 | | | $ | 16,695 | |
| | | | | | | | | | | | | | | | |
Weighted average number of common shares outstanding (millions) | | | 227.5 | | | | 185.1 | | | | 213.1 | | | | 181.4 | |
| | | | | | | | | | | | | | | | |
Loss per share - basic and diluted | | $ | 0.03 | | | $ | 0.03 | | | $ | 0.09 | | | $ | 0.09 | |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
ORLA MINING LTD.
Condensed Interim Consolidated Statements of Cash Flows
(Unaudited – Thousands of United States dollars)
| | Three months ended September 30 | | | Nine months ended September 30 | |
| | | | | 2019 | | | | | | 2019 | |
Cash flows provided by (used in): | | 2020 | | | (restated note 3) | | | 2020 | | | (restated note 3) | |
OPERATING ACTIVITIES | | | | | | | | | | | | | | | | |
Loss for the period | | $ | (7,651 | ) | | $ | (5,419 | ) | | $ | (20,049 | ) | | $ | (17,000 | ) |
Adjustments for items not affecting cash: | | | | | | | | | | | | | | | | |
Depreciation | | | 23 | | | | 25 | | | | 70 | | | | 72 | |
Share based compensation | | | 705 | | | | 580 | | | | 2,089 | | | | 2,195 | |
Changes in site closure provisions charged to exploration expense | | | — | | | | — | | | | 15 | | | | — | |
Newmont loan proceeds received in excess of fair value (note 10) | | | — | | | | (572 | ) | | | — | | | | (1,283 | ) |
Accretion of the project loan (note 9) | | | 646 | | | | — | | | | 1,950 | | | | — | |
Interest paid on the project loan (note 9) | | | (550 | ) | | | — | | | | (1,667 | ) | | | — | |
Accretion of the Newmont loan (note 10) | | | 917 | | | | 481 | | | | 974 | | | | 805 | |
Interest expense on leases | | | 3 | | | | — | | | | 4 | | | | — | |
Other gains and losses | | | (1,019 | ) | | | — | | | | (1,019 | ) | | | — | |
Exploration expenses paid via issuance of common shares | | | — | | | | — | | | | — | | | | 48 | |
Changes in non-cash working capital: | | | | | | | | | | | | | | | | |
Accounts receivable and prepaid expenses | | | (668 | ) | | | 100 | | | | (733 | ) | | | 415 | |
Trade and other payables | | | 455 | | | | (665 | ) | | | 485 | | | | (1,254 | ) |
Accrued liabilities | | | 299 | | | | 82 | | | | 2,187 | | | | (416 | ) |
Cash used in operating activities | | | (6,840 | ) | | | (5,388 | ) | | | (15,694 | ) | | | (16,418 | ) |
| | | | | | | | | | | | | | | | |
FINANCING ACTIVITIES | | | | | | | | | | | | | | | | |
Proceeds from issuance of common shares | | | — | | | | — | | | | 54,959 | | | | — | |
Proceeds from exercise of warrants | | | 1,259 | | | | 2,616 | | | | 2,806 | | | | 2,877 | |
Proceeds from exercise of stock options | | | 1,470 | | | | 349 | | | | 1,689 | | | | 349 | |
Share issuance costs | | | — | | | | (84 | ) | | | (2,095 | ) | | | (96 | ) |
Payment of principal portion of lease liabilities | | | (8 | ) | | | (5 | ) | | | (23 | ) | | | (15 | ) |
Cash transaction costs of the Camino Rojo project loan | | | (35 | ) | | | — | | | | (35 | ) | | | — | |
Advances received on the Newmont loan | | | — | | | | 2,396 | | | | — | | | | 5,070 | |
Cash provided by financing activities | | | 2,686 | | | | 5,272 | | | | 57,301 | | | | 8,185 | |
| | | | | | | | | | | | | | | | |
INVESTING ACTIVITIES | | | | | | | | | | | | | | | | |
Purchase of equipment | | | (58 | ) | | | (5 | ) | | | (66 | ) | | | (9 | ) |
Construction in progress | | | (1,134 | ) | | | — | | | | (2,685 | ) | | | — | |
Deposits on long term assets | | | (8,242 | ) | | | — | | | | (18,709 | ) | | | — | |
Restricted cash funded | | | (4 | ) | | | (51 | ) | | | (25 | ) | | | (354 | ) |
Value added taxes paid, not immediately recoverable | | | (1,454 | ) | | | (131 | ) | | | (2,297 | ) | | | (424 | ) |
Cash used in investing activities | | | (10,892 | ) | | | (187 | ) | | | (23,782 | ) | | | (787 | ) |
| | | | | | | | | | | | | | | | |
Effects of exchange rate changes on cash | | | 2,124 | | | | 338 | | | | 812 | | | | 662 | |
| | | | | | | | | | | | | | | | |
Net increase (decrease) in cash | | | (12,922 | ) | | | 35 | | | | 18,637 | | | | (8,358 | ) |
Cash, beginning of period | | | 54,665 | | | | 3,841 | | | | 23,106 | | | | 12,234 | |
CASH, END OF PERIOD | | $ | 41,743 | | | $ | 3,876 | | | $ | 41,743 | | | $ | 3,876 | |
Supplemental cash flow information (note 16)
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
ORLA MINING LTD.
Condensed Interim Consolidated Statements of Changes in Equity
(Unaudited – Thousands of United States dollars)
| | Common shares | | | Reserves | | | Accumulated | | | | | | | |
| | Number of shares (thousands) | | | Amount | | | Share based payments reserve | | | Warrants reserve | | | Total | | | Other Comprehensive Income | | | Retained earnings (deficit) | | | Total | |
Balance at January 1, 2019 (restated, note 3) | | | 179,315 | | | $ | 153,852 | | | $ | 6,867 | | | $ | 13,064 | | | $ | 19,931 | | | $ | (3,393 | ) | | $ | (40,384 | ) | | $ | 130,006 | |
Shares issued for property payments | | | 59 | | | | 48 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 48 | |
Warrants exercised | | | 6,167 | | | | 4,433 | | | | — | | | | (1,535 | ) | | | (1,535 | ) | | | — | | | | — | | | | 2,898 | |
Warrants issued | | | — | | | | (1,459 | ) | | | — | | | | 1,459 | | | | 1,459 | | | | — | | | | — | | | | — | |
Options exercised | | | 338 | | | | 675 | | | | (329 | ) | | | — | | | | (329 | ) | | | — | | | | — | | | | 346 | |
Share issuance costs | | | — | | | | (96 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (96 | ) |
RSUs redeemed | | | 202 | | | | 167 | | | | (167 | ) | | | — | | | | (167 | ) | | | — | | | | — | | | | — | |
Share based payments | | | — | | | | — | | | | 2,195 | | | | — | | | | 2,195 | | | | — | | | | — | | | | 2,195 | |
Loss for the period | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (17,000 | ) | | | (17,000 | ) |
Other comprehensive loss | | | — | | | | — | | | | — | | | | — | | | | — | | | | 305 | | | | — | | | | 305 | |
Balance at September 30, 2019 | | | 186,081 | | | $ | 157,620 | | | $ | 8,566 | | | $ | 12,988 | | | $ | 21,554 | | | $ | (3,088 | ) | | $ | (57,384 | ) | | $ | 118,702 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at January 1, 2020 | | | 187,102 | | | $ | 159,230 | | | $ | 8,159 | | | $ | 21,902 | | | $ | 30,061 | | | $ | (1,027 | ) | | $ | (63,103 | ) | | $ | 125,161 | |
Shares issued pursuant to a financing | | | 36,600 | | | | 54,959 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 54,959 | |
Share issuance costs | | | — | | | | (2,095 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (2,095 | ) |
Warrants exercised | | | 2,013 | | | | 3,305 | | | | — | | | | (499 | ) | | | (499 | ) | | | — | | | | — | | | | 2,806 | |
Options exercised | | | 1,837 | | | | 3,041 | | | | (1,352 | ) | | | — | | | | (1,352 | ) | | | — | | | | — | | | | 1,689 | |
RSUs redeemed | | | 414 | | | | 335 | | | | (335 | ) | | | — | | | | (335 | ) | | | — | | | | — | | | | — | |
Bonus shares issued (note 14(d)) | | | 1,000 | | | | 394 | | | | (394 | ) | | | — | | | | (394 | ) | | | — | | | | — | | | | — | |
Share based payments | | | — | | | | — | | | | 2,089 | | | | — | | | | 2,089 | | | | — | | | | — | | | | 2,089 | |
Loss for the period | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (20,049 | ) | | | (20,049 | ) |
Other comprehensive loss | | | — | | | | — | | | | — | | | | — | | | | — | | | | (5,432 | ) | | | — | | | | (5,432 | ) |
Balance at September 30, 2020 | | | 228,966 | | | $ | 219,169 | | | $ | 8,167 | | | $ | 21,403 | | | $ | 29,570 | | | $ | (6,459 | ) | | $ | (83,152 | ) | | $ | 159,128 | |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three and nine months ended September 30, 2020 and 2019
(Unaudited – United States dollars, unless otherwise stated). All currency figures in tables are in thousands, except per-share amounts)
| 1. | CORPORATE INFORMATION AND NATURE OF OPERATIONS |
Orla Mining Ltd. was incorporated in Alberta in 2007 and was continued into British Columbia in 2010 and subsequently into Ontario under the Business Corporations Act (Ontario) in 2014. The “Company”, “Orla”, “we”, and “our” refer to Orla Mining Ltd. and its subsidiaries. The registered office of the Company is located at Suite 202, 595 Howe Street, Vancouver, Canada.
The Company is engaged in the acquisition, exploration, and development of mineral properties, and holds the Camino Rojo gold and silver project in Zacatecas State, Mexico, and the Cerro Quema gold project in Panama.
These consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. As at September 30, 2020, the Company had not advanced any of its properties to commercial production and was not able to fund day-to-day activities through operating activities. During the second quarter of 2020, the Company completed a C$75 million ($55 million) equity financing. To the end of the reporting period, the Company had received $25 million of a $125 million project loan facility in respect of the Camino Rojo project, and subsequent to the reporting period received a further $50 million.
The Company’s continuation as a going concern is dependent upon successful results from our mineral exploration and development activities and our ability to attain profitable operations and generate cash or raise sufficient capital to meet current and future obligations. We expect to fund operating costs of the Company over the next twelve months with cash on hand and with further loan and/or equity advances.
Since the beginning of the fiscal year, there was a global outbreak of the novel coronavirus (“COVID-19”), which has had an impact on businesses through the restrictions put in place by the governments in the various jurisdictions where the Company conducts its activities. In common with all businesses in the jurisdictions in which we operate, our activities are restricted by government orders related to, among others, travel, business operations, and stay-at-home orders. As of the date of these financial statements, it is not possible to determine the extent of the impact that this global health emergency will have on the Company’s activities in the future as the Company cannot predict the ultimate geographic spread of the disease, the duration of the outbreak, and possible government, societal, and individual responses to the situation. We continue to monitor our activities, in particular with regard to the safety of our personnel and the communities where we conduct our activities.
These condensed interim consolidated financial statements have been prepared in accordance with IAS 34 «Interim Financial Reporting» and do not include all the information required for full annual financial statements.
The preparation of consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
These condensed interim consolidated financial statements are presented in United States dollars and include the accounts of the Company and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated upon consolidation.
On November 12, 2020, the Board of Directors approved these consolidated financial statements for issuance.
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three and nine months ended September 30, 2020 and 2019
(Unaudited – United States dollars, unless otherwise stated). All currency figures in tables are in thousands, except per-share amounts)
| 3. | CHANGE OF PRESENTATION CURRENCY |
As a result of the continued advancement of the Camino Rojo Project, the Company changed its presentation currency from Canadian dollars to United States dollars effective January 1, 2020. The change in the financial statement presentation currency is an accounting policy change and has been accounted for retrospectively. The balance sheets for each period presented have been translated from the related subsidiary’s functional currency to the new US dollar presentation currency at the rate of exchange prevailing at the respective balance sheet date except for equity items, which have been translated at accumulated historical rates from the related subsidiary’s date of incorporation. The statements of loss and comprehensive loss were translated at the average exchange rates for the reporting period, or at the exchange rate prevailing at the date of transactions. Exchange differences arising in 2018 on translation from the related subsidiary’s functional currency to the United States dollar presentation currency have been recognized in other comprehensive income and accumulated as a separate component of equity.
In prior reporting periods, the translation of the Company’s subsidiaries that had a United States dollar or Mexican peso functional currency into the Company’s presentation currency of the Canadian dollar gave rise to a translation adjustment which was recorded as an adjustment to accumulated other comprehensive income (“AOCI”), a separate component of shareholders’ equity. With the retrospective application of the change in presentation currency from the Canadian dollar to the US dollar, the AOCI related to the translation of US dollar functional currency subsidiaries was eliminated. However, with the retrospective application of the change in presentation currency to the US dollar, the Company’s corporate office, which has a Canadian dollar functional currency, resulted in an AOCI balance. The AOCI balance generated by the Mexican peso entities has been adjusted since it now reflects the translation into the new US dollar presentation currency.
| (a) | Adjustment to previously reported financial information due to change in presentation currency |
For comparative purposes, the consolidated balance sheets as at December 31, 2019 and January 1, 2019 include adjustments to reflect the change in the presentation currency to the US dollar, which is a change in accounting policy. The exchange rates used to translate the amounts previously reported into US dollars at December 31, 2019 were 1.2988 CAD/USD and 18.87 MXN/USD, and at January 1, 2019 were 1.3642 CAD/USD and 19.65 MXN/USD. Refer to note 22(a) for the effects of the translation.
For comparative purposes, the consolidated statement of loss and comprehensive loss for the three and nine months ended September 30, 2019 includes adjustments to reflect the change in the presentation currency to the US dollar, which is a change in accounting policy. The exchange rates used to translate the amounts previously reported into US dollars for the three and nine months ended September 30, 2019 were 1.3292 CAD/USD and 19.2511 MXN/USD, which were the average exchange rates for the period. Refer to note 22(b) for the effects of the translation.
The functional currencies of the Company and its subsidiaries, all of which are wholly owned, remained unchanged and were as follows for periods presented.
| Orla Mining Ltd. | Canadian dollars |
| Minerometalúrgica San Miguel S de RL de CV | Mexican pesos |
| Minera Camino Rojo SA de CV | Mexican pesos |
| Minera Cerro Quema SA | United States dollars |
| Monitor Gold Corporation | United States dollars |
| 4. | SIGNIFICANT ACCOUNTING POLICIES |
We applied the same accounting policies in these condensed interim consolidated financial statements as those applied in the Company’s annual audited consolidated financial statements as at and for the year ended December 31, 2019.
In preparing these condensed interim consolidated financial statements, the significant judgements we made in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the annual consolidated financial statements as at and for the year ended December 31, 2019.
These condensed interim consolidated financial statements should be read in conjunction with the Company’s annual audited consolidated financial statements as at and for the years ended December 31, 2019 and 2018.
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three and nine months ended September 30, 2020 and 2019
(Unaudited – United States dollars, unless otherwise stated). All currency figures in tables are in thousands, except per-share amounts)
| 5. | EXPLORATION AND EVALUATION |
The Camino Rojo Project lies 190 km NE of the city of Zacatecas, 48 km S-SW of the town of Concepcion del Oro, and 54 km S-SE of Newmont Corporation’s (“Newmont”) Peñasquito Mine. In November 2017, we acquired the Camino Rojo Project, a gold and silver oxide heap leach project located in Zacatecas State, Mexico, from Goldcorp Inc. (now called Newmont Corporation). A 2% net smelter return royalty (the “Royalty”) on the sale of all metal production from the oxide material at Camino Rojo was granted to Newmont as part of the acquisition.
The Company and Newmont also entered into an option agreement regarding the potential development of sulphide operations at Camino Rojo. Pursuant to the option agreement, Newmont will, subject to the applicable sulphide project meeting certain thresholds, have an option to acquire a 60% or 70% interest in the applicable sulphide project (“Sulphide Option”). The Royalty excludes revenue on the sale of metals produced from a sulphide project where Newmont has exercised its Sulphide Option. We maintain a right of first refusal on the Royalty. On September 21, 2020, Newmont announced that it had entered into an agreement to sell the Royalty. Our right of first refusal expires on December 20, 2020.
As of the issuance date of these financial statements, we have received all permits for the construction of a mine at Camino Rojo. The permits were issued with a series of customary conditions, all of which have been met or have been submitted for final approval. In anticipation of such approvals, we have already commenced activities such as construction engineering and design work which are not necessarily of an exploration and evaluation nature. Consequently, we are presenting these costs as construction in progress.
| (i) | Construction in progress |
| | Total | |
Construction in progress at historical rates | | | | |
At December 31, 2019 | | $ | — | |
Additions | | | 2,685 | |
At September 30, 2020 | | $ | 2,685 | |
| | | | |
Accumulated foreign exchange on translation | | | | |
At December 31, 2019 | | | — | |
Due to changes in exchange rates | | | (92 | ) |
At September 30, 2020 | | $ | (92 | ) |
| | | | |
Construction in progress | | | | |
At December 31, 2019 | | $ | — | |
At September 30, 2020 | | $ | 2,593 | |
The figures in the above totals do not include deposits which have been made on key components and construction items related to the Camino Rojo project, which at September 30, 2020, totaled approximately $18.1 million (December 31, 2019 – $nil).
The Cerro Quema Project is located on the Azuero Peninsula in Los Santos Province, Panama. The project is at the exploration and development stage for a proposed open pit mine with process by heap leaching.
In December 2016, we acquired 100% of the Cerro Quema Project by acquiring Pershimco Resources Inc. through the issuance of a combination of Orla common shares and warrants, and the assumption of Pershimco’s long term debt, which we subsequently paid off. We own the mineral rights as well as the surface rights over the current mineral resource areas, proposed mine development areas, and priority drill target areas.
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three and nine months ended September 30, 2020 and 2019
(Unaudited – United States dollars, unless otherwise stated). All currency figures in tables are in thousands, except per-share amounts)
The original 20-year terms for these concessions expired in February and March of 2017. The Company has applied for the prescribed ten year extension to these concessions as it is entitled to under Panamanian mineral law. In March 2017, the Ministry of Commerce and Industry provided written confirmation to the Company that the extension applications had been received and that exploration work could continue while the Company awaits renewal of the concessions. As of the date of these financial statements, final concession renewals have not been received; however, we continue to receive ongoing drilling, water use, environmental and other permits, and have paid concession taxes, in the normal course.
The Monitor Gold Project consists of three separate option agreements consisting of 422 claims covering 3,416 hectares in Nye County, Nevada, USA.
In 2019, the payments required under the option agreements consisted of $50,000 in share issuances, a $20,000 in advance royalty payments, and $30,000 in work commitments, all of which requirements were met by the Company. For 2020, these consist of $40,000 in advance royalty payments, and $75,000 in work commitments, both of which requirements for 2020 have been met. To maintain the option agreements in good standing, minimum payments and work commitments are required each year until 2038.
| (d) | Exploration and evaluation assets |
| | Camino Rojo | | | Cerro Quema | | | Monitor Gold | | | Total | |
Acquisition costs at historical rates | | | | | | | | | | | | | | | | |
At December 31, 2019 | | $ | 42,615 | | | $ | 82,429 | | | $ | 314 | | | $ | 125,358 | |
Additions | | | — | | | | — | | | | — | | | | — | |
At September 30, 2020 | | $ | 42,615 | | | $ | 82,429 | | | $ | 314 | | | $ | 125,358 | |
| | | | | | | | | | | | | | | | |
Accumulated foreign exchange on translation | | | | | | | | | | | | | | | | |
At December 31, 2019 | | | 285 | | | | — | | | | — | | | | 285 | |
Due to changes in exchange rates | | | (6,720 | ) | | | — | | | | — | | | | (6,720 | ) |
At September 30, 2020 | | $ | (6,435 | ) | | $ | — | | | $ | — | | | $ | (6,435 | ) |
| | | | | | | | | | | | | | | | |
Acquisition costs | | | | | | | | | | | | | | | | |
At December 31, 2019 | | $ | 42,900 | | | $ | 82,429 | | | $ | 314 | | | $ | 125,643 | |
At September 30, 2020 | | $ | 36,180 | | | $ | 82,429 | | | $ | 314 | | | $ | 118,923 | |
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three and nine months ended September 30, 2020 and 2019
(Unaudited – United States dollars, unless otherwise stated). All currency figures in tables are in thousands, except per-share amounts)
| (e) | Exploration and evaluation expense |
Three months ended September 30, 2020 | | Camino Rojo | | | Cerro Quema | | | Monitor Gold | | | Other | | | Total | |
Assays and analysis | | $ | 59 | | | $ | — | | | $ | — | | | $ | — | | | $ | 59 | |
Drilling | | | 181 | | | | 77 | | | | — | | | | — | | | | 258 | |
Geological | | | 212 | | | | 163 | | | | 4 | | | | — | | | | 379 | |
Engineering | | | 159 | | | | 63 | | | | — | | | | — | | | | 222 | |
Environmental | | | 52 | | | | 71 | | | | — | | | | — | | | | 123 | |
Community and government | | | 734 | | | | 93 | | | | — | | | | — | | | | 827 | |
Land, water use, and claims | | | 614 | | | | — | | | | 81 | | | | — | | | | 695 | |
Site activities | | | 237 | | | | 120 | | | | — | | | | — | | | | 357 | |
Site administration | | | 208 | | | | 461 | | | | 1 | | | | — | | | | 670 | |
| | $ | 2,456 | | | $ | 1,048 | | | $ | 86 | | | $ | — | | | $ | 3,590 | |
Nine months ended September 30, 2020 | | Camino Rojo | | | Cerro Quema | | | Monitor Gold | | | Other | | | Total | |
Assays and analysis | | $ | 87 | | | $ | — | | | $ | 1 | | | $ | — | | | $ | 88 | |
Drilling | | | 181 | | | | 77 | | | | — | | | | — | | | | 258 | |
Geological | | | 564 | | | | 231 | | | | 4 | | | | — | | | | 799 | |
Engineering | | | 633 | | | | 119 | | | | — | | | | — | | | | 752 | |
Environmental | | | 106 | | | | 108 | | | | — | | | | — | | | | 214 | |
Community and government | | | 3,075 | | | | 273 | | | | — | | | | — | | | | 3,348 | |
Land, water use, and claims | | | 3,734 | | | | — | | | | 121 | | | | — | | | | 3,855 | |
Project review | | | — | | | | — | | | | — | | | | 6 | | | | 6 | |
Site activities | | | 769 | | | | 414 | | | | — | | | | — | | | | 1,183 | |
Site administration | | | 1,016 | | | | 824 | | | | 1 | | | | — | | | | 1,841 | |
Recognition of site closure provisions | | | 15 | | | | — | | | | — | | | | — | | | | 15 | |
| | $ | 10,180 | | | $ | 2,046 | | | $ | 127 | | | $ | 6 | | | $ | 12,359 | |
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three and nine months ended September 30, 2020 and 2019
(Unaudited – United States dollars, unless otherwise stated). All currency figures in tables are in thousands, except per-share amounts)
Three months ended September 30, 2019 | | Camino Rojo | | | Cerro Quema | | | Monitor Gold | | | Other | | | Total | |
Assays and analysis | | $ | 24 | | | $ | 14 | | | $ | — | | | $ | — | | | $ | 38 | |
Drilling | | | 287 | | | | 5 | | | | — | | | | — | | | | 292 | |
Geological | | | 252 | | | | 31 | | | | 6 | | | | — | | | | 289 | |
Engineering | | | 194 | | | | 4 | | | | — | | | | — | | | | 198 | |
Environmental | | | 132 | | | | 81 | | | | — | | | | — | | | | 213 | |
Community and government | | | 892 | | | | 111 | | | | — | | | | — | | | | 1,003 | |
Land, water use, and claims | | | 774 | | | | 119 | | | | 81 | | | | — | | | | 974 | |
Project management | | | 38 | | | | — | | | | — | | | | — | | | | 38 | |
Project review | | | — | | | | — | | | | — | | | | 27 | | | | 27 | |
Site activities | | | 370 | | | | 9 | | | | — | | | | — | | | | 379 | |
Site administration | | | 46 | | | | 131 | | | | — | | | | — | | | | 177 | |
| | $ | 3,009 | | | $ | 505 | | | $ | 87 | | | $ | 27 | | | $ | 3,628 | |
Nine months ended September 30, 2019 | | Camino Rojo | | | Cerro Quema | | | Monitor Gold | | | Other | | | Total | |
Assays and analysis | | $ | 123 | | | $ | 37 | | | $ | — | | | $ | — | | | $ | 160 | |
Drilling | | | 1,016 | | | | 5 | | | | — | | | | — | | | | 1,021 | |
Geological | | | 756 | | | | 472 | | | | 32 | | | | — | | | | 1,260 | |
Engineering | | | 1,496 | | | | 4 | | | | — | | | | — | | | | 1,500 | |
Environmental | | | 449 | | | | 81 | | | | — | | | | — | | | | 530 | |
Community and government | | | 1,101 | | | | 252 | | | | — | | | | — | | | | 1,353 | |
Land, water use, and claims | | | 3,008 | | | | 121 | | | | 157 | | | | — | | | | 3,286 | |
Project management | | | 131 | | | | — | | | | — | | | | — | | | | 131 | |
Project review | | | — | | | | — | | | | — | | | | 115 | | | | 115 | |
Site activities | | | 800 | | | | 465 | | | | — | | | | — | | | | 1,265 | |
Site administration | | | 353 | | | | 909 | | | | 2 | | | | — | | | | 1,264 | |
| | $ | 9,233 | | | $ | 2,346 | | | $ | 191 | | | $ | 115 | | | $ | 11,885 | |
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three and nine months ended September 30, 2020 and 2019
(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| | Cost | | | Accumulated depreciation | | | Net book value | |
| | Begin of year | | | Changes during the period | | | Effect of FX | | | End of period | | | Begin of year | | | Changes during the period | | | Effect of FX | | | End of period | | | Begin of year | | | End of period | |
Machinery and equipment | | $ | 324 | | | $ | 14 | | | $ | (18 | ) | | $ | 320 | | | $ | 205 | | | $ | 22 | | | $ | (4 | ) | | $ | 223 | | | $ | 119 | | | $ | 97 | |
Office equipment | | | 36 | | | | — | | | | (4 | ) | | | 32 | | | | 15 | | | | 1 | | | | (1 | ) | | | 15 | | | | 21 | | | | 17 | |
Computers and software | | | 150 | | | | 15 | | | | (8 | ) | | | 157 | | | | 96 | | | | 21 | | | | (3 | ) | | | 114 | | | | 54 | | | | 43 | |
Other equipment | | | — | | | | 2 | | | | — | | | | 2 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2 | |
Vehicles | | | 21 | | | | 35 | | | | (1 | ) | | | 55 | | | | 2 | | | | 6 | | | | — | | | | 8 | | | | 19 | | | | 47 | |
Buildings – leases | | | 89 | | | | — | | | | (2 | ) | | | 87 | | | | 18 | | | | 20 | | | | — | | | | 38 | | | | 71 | | | | 49 | |
Total | | $ | 620 | | | $ | 66 | | | $ | (33 | ) | | $ | 653 | | | $ | 336 | | | $ | 70 | | | $ | (8 | ) | | $ | 398 | | | $ | 284 | | | $ | 255 | |
| 7. | VALUE ADDED TAXES (“VAT”) RECOVERABLE |
Our Mexican entities pay value-added taxes (called “IVA” in Mexico) on certain goods and services we purchase.
We also paid approximately 72 million Mexican pesos (approximately $3,860,000) of IVA on the initial acquisition of the Camino Rojo project, which is classified within exploration and evaluation assets as part of acquisition cost (note 5(a) and 5(d)).
IVA paid in Mexico is fully recoverable. However, IVA recovery returns in Mexico are subject to complex filing requirements and detailed audit or review by the fiscal authorities. Consequently, the timing of receipt of refunds is uncertain. Accordingly, we have classified Mexican IVA recoverable as long term.
| 8. | TRADE AND OTHER PAYABLES |
| | September 30, 2020 | | | December 31, 2019 | |
Trade payables | | $ | 964 | | | $ | 492 | |
Payroll related liabilities | | | 233 | | | | 208 | |
Lease obligations – current | | | 25 | | | | 23 | |
Interest payable on Camino Rojo project loan | | | — | | | | 79 | |
| | $ | 1,222 | | | $ | 802 | |
| 9. | CAMINO ROJO PROJECT LOAN |
In December 2019, the Company entered into a loan agreement with Trinity Capital Partners Corporation (“Trinity Capital”) and certain other lenders with respect to a credit debt facility of US$125 million for the development of the Camino Rojo Oxide Gold Project (the “Credit Facility”).
The Credit Facility provides a total of US$125 million to the Company, available in three tranches. The first tranche of US$25 million was drawn down by the Company on December 18, 2019 upon execution of the definitive loan documentation. The second and third tranches provide US$50 million each, available for drawdown after satisfaction of conditions precedent, including the receipt of certain key permits required for the development of the Camino Rojo project.
Subsequent to the reporting period, the Company drew upon the second tranche of this Credit Facility.
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three and nine months ended September 30, 2020 and 2019
(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
The Credit Facility is denominated in United States dollars, and bears interest at 8.80% per annum, payable quarterly commencing March 31, 2020, and is secured by all the assets of the Camino Rojo Project and the fixed assets of the Cerro Quema Project. The principal amount is due upon maturity at December 18, 2024, with no scheduled principal re-payments prior to maturity. The Company may prepay the loan, in full or in part, at any time during the term without penalty, by using cash flow from operations. The Credit Facility does not impose on the Company any mandatory requirements of hedging, production payments, offtake, streams, or royalties.
On December 18, 2019, the Company issued 32.5 million common share purchase warrants (with an exercise price of C$3.00 per warrant and expiry date of December 18, 2026) to the lenders in connection with the closing of the Credit Facility.
| | Nine months ended September 30, 2020 | | | Year ended December 31, 2019 | |
Balance, beginning of year | | $ | 12,961 | | | $ | — | |
Amounts drawn down during the period | | | — | | | | 25,000 | |
Cash transaction costs | | | (35 | ) | | | (3,158 | ) |
Warrants issued to the lenders | | | — | | | | (8,968 | ) |
Amortization of the transaction costs | | | 283 | | | | 86 | |
Foreign exchange | | | 236 | | | | 1 | |
Balance, end of period | | $ | 13,445 | | | $ | 12,961 | |
As part of the Company’s acquisition of the Camino Rojo project from Newmont, Newmont agreed to provide interest-free loans to the Company for all the annual landholding costs on the Camino Rojo project from November 7, 2017 until December 31, 2019. The loans are to be repaid upon declaration of commencement of commercial production of a heap leach operation at the Camino Rojo Project. To the date of these financial statements, 219,446,000 pesos had been advanced by Newmont under this agreement. No further advances in respect of this loan are expected.
The original agreement provided that the Company may, at its option, repay any amounts owing to Newmont, prior to maturity, in the form of (a) a lump sum cash payment, (b) the issuance of additional common shares of the Company, or (c) a combination of cash and shares (subject to certain maximum ownership limits). During the reporting period, the Company agreed with Newmont that the repayment would be made in cash.
Because the loan is non-interest bearing, for accounting purposes at the date of each advance, we discount the expected payments using a risk-adjusted discount rate and an estimated repayment date. Amounts received in excess of fair value on the date of the advances were credited to exploration expense.
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three and nine months ended September 30, 2020 and 2019
(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| | Mexican pesos (thousands) | | | Mexican pesos (thousands) | | | US dollars (thousands) | |
| | Undiscounted | | | Discounted | | | | |
At January 1, 2019 | | | 121,865 | | | | 87,917 | | | $ | 4,475 | |
Advances received | | | 97,601 | | | | 72,897 | | | | 3,676 | |
Accretion during the year | | | — | | | | 21,886 | | | | 1,104 | |
Foreign exchange | | | — | | | | — | | | | 392 | |
At December 31, 2019 | | | 219,466 | | | | 182,700 | | | $ | 9,647 | |
Accretion year to date | | | — | | | | 21,134 | | | | 974 | |
Modification gains arising from changes in estimates | | | — | | | | (22,093 | ) | | | (1,019 | ) |
Foreign exchange | | | — | | | | — | | | | (1,509 | ) |
At September 30, 2020 | | | 219,466 | | | | 181,741 | | | $ | 8,093 | |
| 11. | SITE CLOSURE PROVISIONS |
| | Camino Rojo Project | | | Cerro Quema Project | | | Total | |
At December 31, 2019 | | $ | 232 | | | $ | 343 | | | $ | 575 | |
At September 30, 2020 | | $ | 215 | | | $ | 343 | | | $ | 558 | |
| 12. | INTEREST AND FINANCE COSTS |
| | Three months ended September 30 | | | Nine months ended September 30 | |
| | 2020 | | | 2019 | | | 2020 | | | 2019 | |
Accretion on Camino Rojo project loan (note 9) | | $ | 646 | | | $ | — | | | $ | 1,950 | | | $ | — | |
Accretion on Newmont loan (note 10) | | | 917 | | | | 481 | | | | 974 | | | | 805 | |
Interest expense on leases | | | 1 | | | | 2 | | | | 4 | | | | 3 | |
Interest income | | | (61 | ) | | | (16 | ) | | | (210 | ) | | | (85 | ) |
| | $ | 1,503 | | | $ | 467 | | | $ | 2,718 | | | $ | 723 | |
On April 3, 2020, the Company closed an equity financing of 36,600,000 common shares at a price of C$2.05 per common share for aggregate gross proceeds to the Company of C$75,030,000 ($54,959,000).
During the nine months ended September 30, 2020, the Company issued:
| · | 2,013,050 common shares pursuant to the exercise of warrants for proceeds of $2,806,000 (note 13(b)). |
| · | 1,837,103 common shares pursuant to the exercise of stock options for proceeds of $1,689,000 (note 14(a)). |
| · | 414,060 common shares pursuant to the vesting of RSUs (note 14(b)). |
| · | 1,000,000 common shares pursuant to the vesting of bonus shares (note 14(d)). |
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three and nine months ended September 30, 2020 and 2019
(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
The following summarizes information about the number of warrants outstanding during the period.
Expiry date | | Exercise price | | | December 31 2019 | | | Issued | | | Exercised | | | September 30 2020 | |
February 15, 2021 | | C$ | 2.35 | | | | 8,790,600 | | | | — | | | | (963,050 | ) | | | 7,827,550 | |
July 8, 2021 | | C$ | 0.62 | | | | 570,000 | | | | — | | | | (200,000 | ) | | | 370,000 | |
June 12, 2022 | | C$ | 1.65 | | | | 5,842,500 | | | | — | | | | (850,000 | ) | | | 4,992,500 | |
November 7, 2022 | | C$ | 1.40 | | | | 3,000,000 | | | | — | | | | — | | | | 3,000,000 | |
December 18, 2026 | | C$ | 3.00 | | | | 32,500,000 | | | | — | | | | — | | | | 32,500,000 | |
Total number of warrants | | | | | | | 50,703,100 | | | | — | | | | (2,013,050 | ) | | | 48,690,050 | |
| | | | | | | | | | | | | | | | | | | | |
Weighted average exercise price | | | | | | C$ | 2.61 | | | | — | | | C$ | 1.88 | | | C$ | 2.64 | |
The Company has four different forms of share-based payments for eligible recipients – stock options, restricted share units (“RSUs”), deferred share units (“DSUs”), and bonus shares.
Share based payments expense | | Three months ended September 30 | | | Nine months ended September 30 | |
| | 2020 | | | 2019 | | | 2020 | | | 2019 | |
Stock options | | $ | 554 | | | $ | 246 | | | $ | 1,330 | | | $ | 1,251 | |
Restricted share units | | | 151 | | | | 122 | | | | 410 | | | | 296 | |
Deferred share units | | | — | | | | 85 | | | | 218 | | | | 275 | |
Bonus shares | | | — | | | | 127 | | | | 131 | | | | 373 | |
Share based payments expense | | $ | 705 | | | $ | 580 | | | $ | 2,089 | | | $ | 2,195 | |
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three and nine months ended September 30, 2020 and 2019
(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
Stock options outstanding | | Number | | | Weighted average exercise price | |
As at January 1, 2019 | | | 9,124,005 | | | C$ | 1.23 | |
Granted | | | 2,199,322 | | | | 1.08 | |
Exercised | | | (1,358,491 | ) | | | 1.16 | |
Expired or cancelled | | | (47,500 | ) | | | 1.48 | |
As at December 31, 2019 | | | 9,917,336 | | | | 1.20 | |
Granted | | | 2,233,438 | | | | 2.91 | |
Exercised | | | (1,837,103 | ) | | | 1.23 | |
Expired, forfeited or cancelled | | | (78,744 | ) | | | 1.17 | |
As at September 30, 2020 | | | 10,234,927 | | | C$ | 1.57 | |
| | | | | | | | |
Vested, December 31, 2019 | | | 7,229,622 | | | C$ | 1.22 | |
Vested, September 30, 2020 | | | 7,715,687 | | | C$ | 1.37 | |
The options granted during the nine months ended September 30, 2020 had an aggregate grant date fair value of $2,015,000 (C$2,729,000) which was determined using a Black Scholes option pricing model with the following assumptions:
| · | Expected volatility 48%, expected life 5 years, Canadian dollar risk free interest rate 0.5%, dividends nil. |
The options granted during the nine months ended September 30, 2019 had an aggregate grant date fair value of $737,000 (C$932,000) which was determined using a Black Scholes option pricing model with the following weighted average assumptions:
| · | expected volatility 50%, expected life 5 years, Canadian dollar risk free interest rate 1.5%, dividends nil. |
Subsequent to the reporting period, 175,000 stock options were exercised, for gross proceeds to the Company of $19,980.
| (b) | Restricted Share Units |
Number of RSUs outstanding: | | Total | | | Number vesting in the year | |
| | number | | | 2020 | | | 2021 | | | 2022 | | | 2023 | |
Outstanding, December 31, 2019 | | | 1,014,972 | | | | 365,882 | | | | 365,880 | | | | 283,210 | | | | — | |
Awarded during the period | | | 320,447 | | | | — | | | | 106,818 | | | | 106,815 | | | | 106,814 | |
Settled or cancelled during the period | | | (414,063 | ) | | | (365,882 | ) | | | (24,091 | ) | | | (24,090 | ) | | | — | |
Outstanding, September 30, 2020 | | | 921,356 | | | | — | | | | 448,607 | | | | 365,935 | | | | 106,814 | |
RSUs are valued based on the closing price of the Company’s common shares immediately prior to award.
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three and nine months ended September 30, 2020 and 2019
(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
DSUs outstanding: | | | |
| | Number | |
Outstanding, December 31, 2019 | | | 508,780 | |
Awarded | | | 135,745 | |
Outstanding, September 30, 2020 | | | 644,525 | |
DSUs are valued based on the closing price of the Company’s common shares immediately prior to award.
Bonus shares outstanding: | | | |
| | Number | |
Outstanding, December 31, 2019 | | | 1,500,000 | |
Vested and issued during the period | | | (1,000,000 | ) |
Outstanding, September 30, 2020 | | | 500,000 | |
Vested, September 30, 2020 | | | 500,000 | |
During 2017, the Board of Directors awarded 500,000 common shares to the non-executive Chairman of the Company as bonus shares. The bonus shares are subject to a vesting period from June 19, 2017 to June 18, 2020 (the “Eligibility Period”). If the non-executive Chairman ceases to be the director of the Company before the Eligibility Period ends, the bonus shares will be forfeited. The bonus shares will become issuable (1) after the Eligibility Period on the date that the non-executive Chairman ceases to act as a director of the Company, or (2) upon a change of control of the Company.
We estimated the fair value of the bonus shares ($1.31 each) based on the market price of the common shares at the date of the grant. The amount of $655,000 was recognized on a straight line basis over the Eligibility Period.
On November 13, 2018, the Board of Directors awarded 1,000,000 bonus shares to an officer of the Company. The bonus shares were structured in four tranches of 250,000 bonus shares each, vesting and issuable upon the achievement of certain share price thresholds particular to each tranche. Upon initial recognition we estimated the dates that each of these market condition tranches would vest, such dates ranging from December 2019 to March 2022. The award date fair value ($537,000, or $0.537 per bonus share) is recognized on a straight line basis over the estimated vesting periods. During the three months ended June 30, 2020, two of these tranches vested and the bonus shares were issued. The third and fourth tranches of 250,000 each vested during the three months ended September 30, 2020 and the bonus shares were issued. Consequently, the total fair value has been recognized as at September 30, 2020.
| 15. | RELATED PARTY TRANSACTIONS |
The Company’s related parties include:
Related party | | Nature of the relationship |
Key management personnel | | Key management personnel are the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, and members of the Board of Directors of the Company. |
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three and nine months ended September 30, 2020 and 2019
(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| (a) | Key Management Personnel |
Compensation to key management personnel was as follows:
| | Three months ended September 30 | | | Nine months ended September 30 | |
| | 2020 | | | 2019 | | | 2020 | | | 2019 | |
Short term incentive plans | | | | | | | | | | | | | | | | |
Salaries | | $ | 197 | | | $ | 314 | | | $ | 929 | | | $ | 945 | |
Directors’ fees | | | 43 | | | | 45 | | | | 127 | | | | 114 | |
| | | 240 | | | | 359 | | | | 1,056 | | | | 1,059 | |
Share based payments | | | 271 | | | | 531 | | | | 1,390 | | | | 1,801 | |
Total | | $ | 511 | | | $ | 890 | | | $ | 2,446 | | | $ | 2,860 | |
The Company had no other material transactions with related parties, other than with key management personnel as described above, during the three and nine months ended September 30, 2020, or during the year ended December 31, 2019.
| (c) | Outstanding balances at the Reporting Date |
At September 30, 2020, estimated accrued short term incentive compensation to key management personnel totaled $403,000 and was included in accrued liabilities (December 31, 2019 – $540,000).
| 16. | SUPPLEMENTAL CASH FLOW INFORMATION |
The non-cash investing and financing activities of the Company include the following:
| | Three months ended September 30 | | | Nine months ended September 30 | |
| | 2020 | | | 2019 | | | 2020 | | | 2019 | |
Financing activities | | | | | | | | | | | | | | | | |
Stock options exercised, credited to share capital with an offset to reserves | | | 1,174 | | | | 329 | | | | 1,352 | | | | 329 | |
Warrants exercised, credited to share capital with an offset to reserves | | | 228 | | | | 1,402 | | | | 499 | | | | 1,535 | |
Shares issued on maturity of RSUs, credited to share capital with offset to reserves | | | 46 | | | | 5 | | | | 335 | | | | 167 | |
Shares issued on vesting of bonus shares, credited to share capital with offset to reserves | | | 36 | | | | — | | | | 394 | | | | — | |
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three and nine months ended September 30, 2020 and 2019
(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| (b) | Cash and cash equivalents |
Cash consists of the following:
| | September 30, 2020 | | | September 30, 2019 | |
Bank current accounts and cash on hand | | $ | 41,743 | | | $ | 3,876 | |
The operating segments of the Company are based on the reports which are reviewed by the chief operating decision maker (“CODM”) in making strategic resource allocation decisions. These operating segments are the Panamanian projects, the Mexican projects, and the corporate office. The projects are each managed by a dedicated General Manager and management team. Additionally, the corporate office oversees the plans and activities of early stage exploration projects, such as the Monitor Gold project.
None of these segments yet generate revenue from external customers, and each of the projects are focused on the exploration and evaluation of mineral properties.
We conduct our activities in four geographic areas: Mexico, Panama, the United States, and Canada.
| | Mexico | | | Panama | | | USA | | | Canada | | | Total | |
At September 30, 2020 | | | | | | | | | | | | | | | | | | | | |
Equipment | | $ | 159 | | | $ | 32 | | | $ | — | | | $ | 64 | | | $ | 255 | |
Exploration and evaluation assets | | | 36,180 | | | | 82,429 | | | | 314 | | | | — | | | | 118,923 | |
| | Mexico | | | Panama | | | USA | | | Canada | | | Total | |
At December 31, 2019 | | | | | | | | | | | | | | | | | | | | |
Equipment | | $ | 140 | | | $ | 48 | | | $ | — | | | $ | 96 | | | $ | 284 | |
Exploration and evaluation assets | | | 42,900 | | | | 82,429 | | | | 314 | | | | — | | | | 125,643 | |
Our objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration, evaluation, and development of our mineral properties and to maintain a flexible capital structure. In the management of capital, we include long term loans and share capital.
There was no change to our policy for capital management during the three and nine months ended September 30, 2020.
We manage our capital structure and adjust it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the Company’s capital structure, we may issue new shares, take on additional debt, acquire or dispose of assets, or adjust the amount of cash and short-term investments. To maximize ongoing development efforts, we do not currently pay dividends.
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three and nine months ended September 30, 2020 and 2019
(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
At the end of 2019, we entered into a Credit Facility (note 9) in respect of the Camino Rojo project pursuant to which we have drawn $25 million of a total available $125 million. The Credit Facility requires us to maintain a minimum working capital of $5 million.
Our investment policy is to invest the Company’s excess cash in low risk financial instruments such as term deposits and higher yield savings accounts with major Canadian banks. By using this strategy, the Company preserves its cash resources and is able to marginally increase these resources through the yields on these investments. Our financial instruments are exposed to certain financial risks, which include currency risk, credit risk, liquidity risk and interest rate risk.
Our ability to carry out our long-range strategic objectives in future years depends on our ability to generate positive cash flows from our mining operations and to raise financing from lenders, shareholders, and other investors. We continue to regularly review and consider financing alternatives to fund the Company’s ongoing exploration and development activities.
To provide an indication of the reliability of the inputs used in determining fair value, we classify our financial instruments into the three levels prescribed by the accounting standards.
| Level 1 | The fair value of financial instruments traded in active markets (such as publicly traded equity securities) is based on quoted (unadjusted) market prices as at the reporting date. The quoted market price used for financial assets held by the Company is the closing trading price on the reporting date. Such instruments are included in Level 1. |
| | |
| Level 2 | The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, we include that instrument in Level 2. |
| | |
| Level 3 | If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3. We have no financial assets or liabilities included in Level 3 of the hierarchy. |
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three and nine months ended September 30, 2020 and 2019
(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
At September 30, 2020, the carrying values and fair values of our financial instruments by category were as follows:
| | | | | | | Fair value | |
| | Classification | | Carrying value | | | Quoted prices in active market for identical assets (Level 1) | | | Significant other observable inputs (Level 2) | | | Significant unobservable inputs (Level 3) | | | Approximate fair value due to short term nature of the instrument | | | Fair value | |
Financial assets | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | FVTPL | | $ | 41,743 | | | $ | 41,743 | | | $ | — | | | $ | — | | | $ | — | | | $ | 41,743 | |
Accounts receivable | | Amortized cost | | | 64 | | | | — | | | | — | | | | — | | | | 64 | | | | 64 | |
Restricted funds | | Amortized cost | | | 383 | | | | — | | | | 383 | | | | — | | | | — | | | | 383 | |
| | | | $ | 42,190 | | | | 41,743 | | | $ | 383 | | | $ | — | | | $ | 64 | | | $ | 42,190 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade payables | | Amortized cost | | $ | 964 | | | $ | — | | | $ | — | | | $ | — | | | $ | 964 | | | $ | 964 | |
Lease obligation | | Amortized cost | | | 47 | | | | — | | | | 47 | | | | — | | | | — | | | | 47 | |
Camino Rojo project loan | | Amortized cost | | | 13,445 | | | | — | | | | 13,445 | | | | — | | | | — | | | | 25,000 | |
Newmont loan | | Amortized cost | | | 8,093 | | | | — | | | | 8,093 | | | | — | | | | — | | | | 8,538 | |
| | | | $ | 22,549 | | | $ | — | | | $ | 21,585 | | | $ | — | | | $ | 964 | | | $ | 34,549 | |
The fair value of the Newmont loan at September 30, 2020 was estimated at $8.5 million using an exchange rate of 22.4573 MXN/USD and a discount rate of 10.6%.
At December 31, 2019, the carrying values and fair values of our financial instruments by category were as follows:
| | | | | | | Fair value | |
| | Classification | | Carrying value | | | Quoted prices in active market for identical assets (Level 1) | | | Significant other observable inputs (Level 2) | | | Significant unobservable inputs (Level 3) | | | Approximate fair value due to short term nature of the instrument | | | Fair value | |
Financial assets | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | FVTPL | | $ | 23,106 | | | $ | 23,106 | | | $ | — | | | $ | — | | | $ | — | | | $ | 23,106 | |
Accounts receivable | | Amortized cost | | | 18 | | | | — | | | | — | | | | — | | | | 18 | | | | 18 | |
Restricted funds | | Amortized cost | | | 509 | | | | — | | | | 509 | | | | — | | | | — | | | | 509 | |
| | | | $ | 23,633 | | | | 23,106 | | | $ | 509 | | | $ | — | | | $ | 18 | | | $ | 23,633 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade payables | | Amortized cost | | $ | 802 | | | $ | — | | | $ | — | | | $ | — | | | $ | 802 | | | $ | 802 | |
Lease obligation | | Amortized cost | | | 67 | | | | — | | | | — | | | | — | | | | 67 | | | | 67 | |
Camino Rojo project loan | | Amortized cost | | | 12,961 | | | | — | | | | 12,961 | | | | — | | | | — | | | | 12,961 | |
Newmont loan | | Amortized cost | | | 9,647 | | | | — | | | | 9,647 | | | | — | | | | — | | | | 9,647 | |
| | | | $ | 23,477 | | | $ | — | | | $ | 22,608 | | | $ | — | | | $ | 869 | | | $ | 23,477 | |
Our policy is to recognize transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three and nine months ended September 30, 2020 and 2019
(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| 20. | COMMITMENTS AND CONTINGENCIES |
During the period ended September 30, 2020, the Company issued purchase orders for long lead equipment necessary for the construction of the Camino Rojo mine. At September 30, 2020, these outstanding purchase orders and contracts totaled approximately $47,300,000 (December 31, 2019 – $2,483,000), which we expect will be filled within the next 12 months.
In the event of a change in control, the Company is committed to severance payments amounting to approximately $2,860,000 (December 31, 2019 – $2,020,000) to certain officers and management. No amounts have been recorded in these consolidated financial statements to reflect such severance payments.
We may, from time to time, be a party to legal proceedings, which arise in the ordinary course of our business. We are not aware of any pending or threatened litigation that, if resolved against us, would have a material adverse effect on our consolidated financial position, results of operations or cash flows.
| 21. | EVENTS AFTER THE REPORTING PERIOD |
Subsequent to the reporting period, the Company drew on the second tranche of the Camino Rojo project loan (note 9) and issued common shares from the exercise of stock options (note 14(a)).
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three and nine months ended September 30, 2020 and 2019
(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| 22. | EFFECT OF THE CHANGE IN PRESENTATION CURRENCY |
The effects of the change in presentation currency discussed in note 3 above were as follows.
| (a) | Effect on the consolidated balance sheets as at December 31, 2019 and January 1, 2019 |
| | December 31, 2019 | | | January 1, 2019 | |
| | USD | | | CAD | | | USD | | | CAD | |
ASSETS | | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | US$ | 23,106 | | | C$ | 30,009 | | | US$ | 12,234 | | | C$ | 16,686 | |
Accounts receivable | | | 94 | | | | 122 | | | | 282 | | | | 385 | |
Prepaid expenses | | | 53 | | | | 64 | | | | 151 | | | | 206 | |
| | | 23,253 | | | | 30,195 | | | | 12,667 | | | | 17,277 | |
Restricted funds | | | 509 | | | | 662 | | | | 150 | | | | 205 | |
Value added taxes recoverable | | | 1,340 | | | | 1,747 | | | | 622 | | | | 849 | |
Equipment | | | 284 | | | | 370 | | | | 252 | | | | 344 | |
Exploration and evaluation assets | | | 125,643 | | | | 163,383 | | | | 124,099 | | | | 169,282 | |
TOTAL ASSETS | | US$ | 151,029 | | | C$ | 196,357 | | | US$ | 137,790 | | | C$ | 187,957 | |
| | | | | | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | |
Trade and other payables | | US$ | 802 | | | C$ | 1,042 | | | US$ | 1,278 | | | C$ | 1,743 | |
Accrued liabilities | | | 1,578 | | | | 2,049 | | | | 1,405 | | | | 1,916 | |
| | | 2,380 | | | | 3,091 | | | | 2,683 | | | | 3,659 | |
Lease obligations | | | 44 | | | | 57 | | | | — | | | | — | |
Camino Rojo project loan | | | 12,961 | | | | 16,833 | | | | — | | | | — | |
Newmont loan | | | 9,647 | | | | 12,573 | | | | 4,475 | | | | 6,103 | |
Accrued liabilities – long term | | | 261 | | | | 338 | | | | — | | | | — | |
Site closure provisions | | | 575 | | | | 748 | | | | 626 | | | | 745 | |
TOTAL LIABILITIES | | | 25,868 | | | | 33,640 | | | | 7,784 | | | | 10,507 | |
| | | | | | | | | | | | | | | | |
SHAREHOLDERS' EQUITY | | | | | | | | | | | | | | | | |
Share capital | | | 159,230 | | | | 208,186 | | | | 153,852 | | | | 201,077 | |
Reserves | | | 30,061 | | | | 39,348 | | | | 19,931 | | | | 25,960 | |
Accumulated other comprehensive income (loss) | | | (1,027 | ) | | | (1,036 | ) | | | (3,393 | ) | | | 4,797 | |
Accumulated deficit | | | (63,103 | ) | | | (83,781 | ) | | | (40,384 | ) | | | (54,384 | ) |
TOTAL SHAREHOLDERS' EQUITY | | | 125,161 | | | | 162,717 | | | | 130,006 | | | | 177,450 | |
| | | | | | | | | | | | | | | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | US$ | 151,029 | | | C$ | 196,357 | | | US$ | 137,790 | | | C$ | 187,957 | |
ORLA MINING LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Three and nine months ended September 30, 2020 and 2019
(Unaudited – United States dollars, unless otherwise stated. All currency figures in tables are in thousands, except per-share amounts)
| (b) | Effect on the consolidated statement of loss and comprehensive loss for the nine months ended September 30, 2019 |
| | Nine months ended September 30, 2019 | |
| | USD | | | CAD | |
EXPLORATION AND EVALUATION EXPENSES | | | | | | | | |
Assays and analysis | | US$ | 160 | | | C$ | 213 | |
Drilling | | | 1,021 | | | | 1,358 | |
Geological | | | 1,260 | | | | 1,675 | |
Engineering | | | 1,500 | | | | 1,993 | |
Environmental | | | 530 | | | | 706 | |
Community and government | | | 1,353 | | | | 1,867 | |
Land and water use, claims and concessions | | | 3,286 | | | | 4,302 | |
Project management | | | 131 | | | | 174 | |
Project review | | | 115 | | | | 153 | |
Site activities | | | 1,265 | | | | 1,682 | |
Site administration | | | 1,264 | | | | 1,679 | |
| | | 11,885 | | | | 15,802 | |
| | | | | | | | |
GENERAL AND ADMINISTRATIVE EXPENSES | | | | | | | | |
Office and administrative | | | 381 | | | | 506 | |
Professional fees | | | 374 | | | | 496 | |
Regulatory and transfer agent | | | 95 | | | | 126 | |
Salaries and benefits | | | 1,256 | | | | 1,670 | |
| | | 2,106 | | | | 2,798 | |
| | | | | | | | |
OTHER EXPENSES (INCOME) | | | | | | | | |
Depreciation | | | 72 | | | | 96 | |
Share based payments | | | 2,195 | | | | 2,918 | |
Interest and finance costs | | | 723 | | | | 961 | |
Foreign exchange loss (gain) | | | 19 | | | | 27 | |
| | | 3,009 | | | | 4,002 | |
| | | | | | | | |
LOSS FOR THE YEAR | | US$ | 17,000 | | | C$ | 22,602 | |
| | | | | | | | |
OTHER COMPREHENSIVE LOSS (INCOME) | | | | | | | | |
Items that may in future periods be reclassified to profit or loss: | | | | | | | | |
Foreign currency differences arising on translation of foreign operations | | | (305 | ) | | | 4,805 | |
TOTAL COMPREHENSIVE LOSS | | US$ | 16,695 | | | C$ | 27,407 | |
| | | | | | | | |
| | | | | | | | |
Weighted average number of common shares outstanding (millions) | | | 181.4 | | | | 181.4 | |
| | | | | | | | |
Loss per share - basic and diluted | | US$ | 0.09 | | | C$ | 0.12 | |