Management's Discussion and Analysis
For the three and nine months ended September 30, 2021
The following management discussion and analysis ("MD&A") of the consolidated operations and financial position of Osisko Gold Royalties Ltd ("Osisko" or the "Company") and its subsidiaries for the three and nine months ended September 30, 2021 should be read in conjunction with the Company's unaudited condensed interim consolidated financial statements and related notes for the three and nine months ended September 30, 2021. The unaudited condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). Management is responsible for the preparation of the consolidated financial statements and other financial information relating to the Company included in this report. The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting. In furtherance of the foregoing, the Board of Directors has appointed an Audit and Risk Committee composed of independent directors. The Audit Committee meets with management and the auditors in order to discuss results of operations and the financial condition of the Company prior to making recommendations and submitting the consolidated financial statements to the Board of Directors for its consideration and approval for issuance to shareholders. The information included in this MD&A is as of November 9, 2021, the date when the Board of Directors has approved the Company's unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2021 following the recommendation of the Audit and Risk Committee. All monetary amounts included in this report are expressed in Canadian dollars, the Company's reporting and functional currency, unless otherwise noted. Assets and liabilities of the subsidiaries that have a functional currency other than the Canadian dollar are translated into Canadian dollars at the exchange rate in effect on the consolidated balance sheet date and revenues and expenses are translated at the average exchange rate over the reporting period. This MD&A contains forward-looking statements and should be read in conjunction with the risk factors described in the "Forward-Looking Statements" section.
Table of Contents | |
Equity Investments | 17 |
Sustainability Activities | 21 |
Mining Exploration and Evaluation / Development Activities | 21 |
Dividend Reinvestment Plan | 24 |
Normal Course Issuer Bid | 25 |
Gold Market and Currency | 25 |
Selected Financial Information | 26 |
Overview of Financial Results | 27 |
Liquidity and Capital Resources | 32 |
Cash Flows | 33 |
Outlook | 35 |
Quarterly Information | 36 |
Segment Disclosure | 37 |
Related Party Transactions | 40 |
Contractual Obligations and Commitments | 40 |
Off-balance Sheet Items | 41 |
Outstanding Share Data | 41 |
Subsequent Events to September 30, 2021 | 42 |
Acquisition of royalties | 42 |
Risks and Uncertainties | 42 |
Disclosure Controls and Procedures and Internal Control over Financial Reporting | 42 |
Basis of Presentation of Consolidated Financial Statements | 43 |
Critical Accounting Estimates and Judgements | 43 |
Financial Instruments | 43 |
Technical information | 43 |
Forward-looking Statements | 45 |
Cautionary Note to U.S. Investors Regarding the Use of Mineral Reserve and Mineral Resource Estimates | 46 |
Corporate Information | 47 |
Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
2021 - Third Quarter Report |
Description of the Business
Osisko Gold Royalties Ltd is engaged in the business of acquiring and managing precious metals and other high-quality royalties, streams and similar interests in Canada and worldwide. Osisko is a public company traded on the Toronto Stock Exchange and the New York Stock Exchange constituted under the Business Corporations Act (Québec) and is domiciled in the Province of Québec, Canada. The address of its registered office is 1100, avenue des Canadiens-de-Montréal, Suite 300, Montréal, Québec. The Company owns a portfolio of royalties, streams, offtakes, options on royalty/stream financings and exclusive rights to participate in future royalty/stream financings on various projects. The Company's cornerstone asset is a 5% net smelter return ("NSR") royalty on the Canadian Malartic mine, located in Canada.
On September 30, 2021 and as of the date of this MD&A, Osisko held an interest of 75.1% in Osisko Development Corp. ("Osisko Development"), a mining exploration, evaluation and development company created in the fourth quarter of 2020 through a reverse take-over transaction where Osisko transferred its mining assets and activities to Osisko Development.
As a result, the assets, liabilities, results of operations and cash flows of the Company consolidate the activities of Osisko Development and its subsidiaries. Osisko Development's main asset is the Cariboo gold project in British Columbia, Canada.
In this MD&A, reference to Osisko Gold Royalties is to Osisko Gold Royalties Ltd and its subsidiaries, excluding Osisko Development Corp. and its subsidiaries (royalties and streams segment1). Reference to Osisko Development is to Osisko Development Corp. and its subsidiaries (mining exploration and development segment2).
Business Model and Strategy
Osisko is a growth-oriented and Canadian-focused precious metals royalty and streaming company that is focused on maximizing returns for its shareholders by growing its asset base, both organically and through accretive acquisitions of precious metals and other high-quality royalties, streams and similar interests, and by returning capital to its shareholders through a quarterly dividend payment and share repurchases.
Osisko's main focus is on high quality, long-life precious metals assets located in favourable jurisdictions and operated by established mining companies, as these assets provide the best risk/return profile. The Company also evaluates and invests in opportunities in other commodities and jurisdictions. Given that a core aspect of the Company's business is the ability to compete for investment opportunities, Osisko plans to maintain a strong balance sheet and ability to deploy capital.
Uncertainty due to COVID-19
The duration and full financial effect of the COVID-19 pandemic is unknown at this time, as are the measures taken by governments, companies and others to attempt to reduce the spread of COVID-19. Any estimate of the length and severity of these developments is therefore subject to significant uncertainty, and accordingly estimates of the extent to which the COVID-19 may materially and adversely affect the Company's operations, financial results and condition in future periods are also subject to significant uncertainty. Several of Osisko's operating partners announced temporary operational restrictions during the first and second quarter of 2020 due to the ongoing COVID-19 pandemic, including reduced activities and operations placed on care and maintenance. All operators have restarted their activities and reached their pre-COVID- 19 level of operations. However, in the current environment, the assumptions and judgements made by the Company are subject to greater variability than normal, which could in the future significantly affect judgments, estimates and assumptions made by management as they relate to potential impact of the COVID-19 and could lead to a material adjustment to the carrying value of the assets or liabilities affected. The impact of current uncertainty on judgments, estimates and assumptions extends, but is not limited to, the Company's valuation of its long-term assets, including the assessment for impairment and impairment reversal. Actual results may differ materially from these estimates.
As a result of the COVID-19 pandemic, the Company took action to protect its employees, contractors and the communities in which it operates.
- The royalties and streams segment refers to the royalty, stream and other interests segment, which corresponds to the activities of Osisko Gold Royalties Ltd and its subsidiaries, excluding Osisko Development.
- The mining exploration and development segment refers to the mining exploration, evaluation and development segment, which corresponds to the activities of Osisko Development Corp. and its subsidiaries.
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Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
2021 - Third Quarter Report |
Highlights - Third Quarter of 2021
- Gold equivalent ounces ("GEOs1") earned of 20,032 (excluding 2,452 GEOs earned from the Renard diamond stream2 (compared to 16,739 GEOs in Q3 20203);
- Record revenues from royalties and streams of $50.0 million ($41.2 million in Q3 2020);
- Consolidated cash flows provided by operating activities of $41.1 million ($36.1 million in Q3 2020)
- Record operating cash flows generated by the royalties and streams segment of $44.1 million ($37.3 million in Q3 2020)
- Operating cash flows used by mining exploration and development segment (Osisko Development) of $3.0 million ($1.2 million in Q3 2020);
- Net earnings attributable to Osisko's shareholders of $1.8 million, $0.01 per basic share ($12.5 million, $0.08 per basic share in Q3 2020), as a result of the impairment charges incurred by Osisko Development;
- Adjusted earnings4 of $17.9 million, $0.11 per basic share4 (compared to $17.5 million, $0.11 per basic share in Q3 2020);
- Adjusted earnings4 from the royalties and streams segment of $23.3 million, $0.14 per basic share4 ($18.4 million in Q3 2020, $0.11 per basic share)
- Adjusted loss4 from the mining exploration and development segment of $5.4 million, $0.03 per basic share4 ($0.9 million in Q3 2020, $0.01 per basic share);
- Acquired a 2.75% NSR royalty on the Tocantinzinho gold project ("Tocantinzinho") for cash consideration of
US$10 million ($12.6 million). The operator of Tocantinzinho has a one-timebuy-down option in relation to the royalty. At the time of project construction, the operator may make a payment of US$5.5 million to reduce the royalty percentage by 2% resulting in a royalty of 0.75%. Pursuant to a pre-existing agreement, the buy-down payment is payable to the original royalty owners; - Increased the amount available under the revolving credit facility by $150.0 million to $550.0 million, with an additional uncommitted accordion of up to $100.0 million (for a total availability of up to $650.0 million). The maturity date of the facility was extended to July 30, 2025, which can be extended annually;
- Repurchased 1.7 million common share for $26.0 million under the normal course issuer bid; and
- Declared a quarterly dividend of $0.055 per common share payable on October 15, 2021 to shareholders of record as of the close of business on September 30, 2021, a dividend increase of 10%.
Highlights - Subsequent to September 30, 2021
-
On October 27, 2021, Osisko concluded a transaction with Barrick TZ Limited, a subsidiary of Barrick Gold Corporation
("Barrick"), to acquire royalties for total cash consideration of US$11.8 million, including a 2% NSR royalty on the AfriOre and Gold Rim licenses comprising the West Kenya project operated by Shanta Gold Limited, a 1% NSR royalty on the Frontier project operated by Metalor SA, a private company, and a 1% NSR royalty on the Central Houndé project operated by Thor Explorations Ltd.; and - Declared a quarterly dividend of $0.055 per common share payable on January 14, 2022 to shareholders of record as of the close of business on December 31, 2021.
- GEOs are calculated on a quarterly basis and include royalties, streams and offtakes. Silver earned from royalty and stream agreements was converted to gold equivalent ounces by multiplying the silver ounces by the average silver price for the period and dividing by the average gold price for the period. Diamonds, other metals and cash royalties were converted into gold equivalent ounces by dividing the associated revenue by the average gold price for the period. Offtake agreements were converted using the financial settlement equivalent divided by the average gold price for the period. Refer to the Portfolio of Royalty, Stream and Other Interests section for average metal prices used.
- Osisko committed to reinvest its net proceeds from the Renard diamond stream through a bridge loan with the operator until April 2022.
- Three months ended September 30, 2020 or third quarter of 2020 ("Q3 2020").
- "Adjusted earnings (loss)" and "Adjusted earnings (loss) per basic share" are non-IFRS financial performance measures which have no standard definition under IFRS. Refer to the non-IFRS measures provided under the Non-IFRSFinancial Performance Measures section of this Management's Discussion and Analysis.
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Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
2021 - Third Quarter Report |
Summary table - Financial highlights
(in thousands of dollars, except per share amounts)
For the three and nine months ended September 30,
Cash (Sept. 30, 2021 and Dec. 31, 2020) (iii)
Three months ended September 30,Revenues
Cash margin (iv) Gross profit Operating expenses
(G&A, bus. dev and exploration) Net earnings (loss)
Net earnings (loss) attributable to Osisko's shareholders
Net earnings per share attributable to Osisko's shareholders
Adjusted net earnings (loss) (v)
Adjusted net earnings (loss) per basic share (v)
Cash flows from operating activities (vi) Before working capital items Working capital items
After working capital items
Cash flows from investing activities (vi) Cash flows from financing activities
Nine months ended September 30,Revenues
Cash margin (iv) Gross profit Operating expenses
(G&A, bus. dev and exploration) Net earnings (loss)
Net earnings (loss) attributable to Osisko's shareholders
Net (loss) earnings per share attributable to Osisko's shareholders
Adjusted net earnings (loss) (v)
Adjusted net earnings (loss) per basic share (v)
Cash flows from operating activities (vi) Before working capital items Working capital items
After working capital items
Cash flows from investing activities (vi) Cash flows from financing activities
Osisko Gold Royalties (i) | Osisko Development (ii) | Consolidated (vi) | |||
2021 | 2020 | 2021 | 2020 | 2021 | 2020 |
$ | $ | $ | $ | $ | $ |
79,794 | 105,097 | 72,151 | 197,427 | 151,945 | 302,524 |
50,035 | 55,707 | 3,906 | - | 50,035 | 55,707 |
46,528 | 40,471 | - | - | 46,528 | 40,471 |
33,795 | 30,086 | - | - | 33,795 | 30,086 |
(5,428) | (6,716) | (7,200) | (1,183) | (12,628) | (7,899) |
25,593 | 12,759 | (31,745) | (245) | (6,152) | 12,514 |
25,593 | 12,759 | (23,798) | (245) | 1,795 | 12,514 |
0.15 | 0.08 | (0.14) | (0.00) | 0.01 | 0.08 |
23,281 | 18,415 | (5,372) | (886) | 17,909 | 17,529 |
0.14 | 0.11 | (0.03) | (0.01) | 0.11 | 0.11 |
39,849 | 32,403 | (5,962) | (706) | 33,887 | 31,697 |
4,231 | 4,923 | 2,965 | (497) | 7,196 | 4,426 |
44,080 | 37,326 | (2,997) | (1,203) | 41,083 | 36,123 |
(40,837) | (62,990) | (69,154) | (11,176) | (109,991) | (74,166) |
(35,288) | (299) | (1,588) | (408) | (36,876) | (707) |
174,204 | 149,070 | 4,681 | - | 174,204 | 149,070 |
140,204 | 103,606 | - | - | 140,204 | 103,606 |
104,107 | 71,549 | - | - | 104,107 | 71,549 |
(17,939) | (19,421) | (17,051) | (3,428) | (34,990) | (22,849) |
55,397 | 12,545 | (76,849) | (301) | (21,452) | 12,244 |
55,397 | 12,545 | (57,767) | (301) | (2,370) | 12,244 |
0.33 | 0.08 | (0.34) | (0.00) | (0.01) | 0.08 |
70,597 | 35,712 | (14,610) | (2,770) | 55,987 | 32,942 |
0.42 | 0.22 | (0.09) | (0.02) | 0.33 | 0.20 |
118,355 | 80,442 | (7,188) | (2,255) | 105,457 | 78,187 |
(256) | (578) | (11,877) | (2,264) | (12,133) | (2,842) |
118,099 | 79,864 | (19,065) | (4,519) | 93,324 | 75,345 |
(96,994) | (155,967) | (138,327) | (521) | (229,611) | (156,488) |
(46,341) | 111,511 | 32,307 | 24,695 | (14,034) | 136,206 |
- Osisko Gold Royalties Ltd and its subsidiaries, excluding Osisko Development Corp. and its subsidiaries. Represents the royalty, stream and other interests segment.
- Osisko Development Corp. and its subsidiaries (carve-out of the mining activities of Osisko Gold Royalties prior to the reverse take-over transaction completed on November 25, 2020 and creating Osisko Development). Represents the exploration, evaluation and development of mining projects segment.
- As at September 30, 2021 and December 30, 2020.
- Cash margin is a non-IFRS financial performance measure which has no standard definition under IFRS. It is calculated by deducting the cost of sales from the revenues. Please refer to the Overview of Financial Results section of this MD&A for a reconciliation of the cash margin per interest.
- Adjusted earnings (loss) and adjusted earnings (loss) per basic share are non-IFRS financial performance measures which have no standard definition under IFRS. Refer to the non-IFRS measures provided under the Non-IFRS Financial Performance Measures section of this MD&A.
- Consolidated results are net of the intersegment transactions and adjustments related to the accounting policies. Refer to the Segment Disclosure section of this MD&A.
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Osisko Gold Royalties Ltd | Management's Discussion and Analysis |
2021 - Third Quarter Report |
Portfolio of Royalty, Stream and Other Interests
The following table details the GEOs earned from Osisko Gold Royalties Ltd's producing royalty, stream and other interests:
Three months ended | Nine months ended | |||||
September 30, | September 30, | |||||
2021 | 2020 | 2021 | 2020 | |||
Gold | ||||||
Canadian Malartic royalty | 8,520 | 7,725 | 26,761 | 19,420 | ||
Eagle Gold royalty | 2,639 | 1,821 | 6,074 | 3,344 | ||
Éléonore royalty | 1,042 | 1,015 | 4,212 | 3,420 | ||
Seabee royalty (i) | 1,015 | - | 2,681 | 1,429 | ||
Island Gold royalty | 511 | 225 | 1,718 | 1,278 | ||
Pan royalty | 477 | 458 | 1,293 | 1,246 | ||
Lamaque royalty | 276 | 191 | 979 | 525 | ||
Matilda stream | 182 | 187 | 581 | 619 | ||
Bald Mountain royalty | 118 | 3 | 423 | 73 | ||
Others | 298 | 114 | 778 | 404 | ||
15,078 | 11,739 | 45,500 | 31,758 | |||
Silver | ||||||
Mantos Blancos stream | 2,305 | 2,314 | 7,062 | 6,172 | ||
Sasa stream | 1,278 | 1,193 | 3,398 | 2,983 | ||
Gibraltar stream | 616 | 743 | 1,848 | 1,807 | ||
Canadian Malartic royalty | 94 | 102 | 310 | 282 | ||
Others | 112 | 214 | 429 | 700 | ||
4,405 | 4,566 | 13,047 | 11,944 | |||
Diamonds | ||||||
Renard stream (ii) | 2,452 | - | 6,168 | 2,055 | ||
Others | 31 | 30 | 81 | 87 | ||
2,483 | 30 | 6,249 | 2,142 | |||
Other metals | ||||||
Kwale royalty | 516 | 400 | 1,540 | 1,417 | ||
Others | 2 | 4 | 2 | 23 | ||
518 | 404 | 1,542 | 1,440 | |||
Total GEOs | 22,484 | 16,739 | 66,338 | 47,284 | ||
Total GEOs, excluding GEOs earned | ||||||
on the Renard stream (iii) | 20,032 | 16,739 | 60,170 | 45,229 |
- The Seabee mine restarted its operations during the second quarter of 2020 (after a shut-down due to COVID-19), and deliveries to Osisko restarted in October 2020.
- In April 2020, the Renard diamond mine was placed on care and maintenance, given the structural challenges affecting the diamond market as well as the depressed prices for diamonds due to COVID-19. The mine restarted its operations in September 2020.
- GEOs from the Renard diamond stream are subtracted when presenting Osisko's total attributable GEOs because cash flows from the Renard diamond stream are reinvested through a bridge loan with the operator until April 2022.
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Osisko Gold Royalties Ltd. published this content on 10 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 November 2021 13:58:10 UTC.