Condensed Interim Consolidated Financial Statements For .

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Condensed Interim Consolidated Financial StatementsFor the three and nine-months ended September 30, 2020 and 2019(Expressed in U.S. Dollars)(Unaudited)

Roxgold Inc.Consolidated Statements of Income (Loss)(Unaudited)(Expressed in thousands of U.S. Dollars)For the three and nine-month periods endedSeptember Mine operationsRevenues – Gold sales3Mine operating expensesRoyalties7DepreciationMine operating profitGeneral and administrativeSustainability and other in-country costsExploration and ,248388,790,701391,824,044371,626,077Share-based paymentsDepreciationOperating profitOther income (expenses)Financing costsChange in fair value of derivative financial instruments10Foreign exchange gain (loss)Other expensesIncome before income taxesIncome tax expenseCurrent income tax expenseDeferred income tax expenseNet incomeAttributable to:Roxgold shareholdersNon-controlling interest15Earnings (loss) per shareWeighted average number of common shares outstanding BasicWeighted average number of common shares outstanding DilutedThe accompanying notes are an integral part of these condensed interim consolidated financial statements.Approved on November 10, 2020 on behalf of the directors/s/ John DorwardDirector/s/ John KnowlesDirector1 P a g e

Roxgold Inc.Consolidated Statements of Comprehensive Income (Loss)(Unaudited)(Expressed in thousands of U.S. Dollars)For the three and nine-month periods ended September 30,2020201920202019Net incomeOther item that may be reclassified subsequently to theconsolidated statement of income (loss)Currency translation adjustmentComprehensive 6)2,340984Attributable to:Roxgold shareholdersNon-controlling interestComprehensive income1,4376,814The accompanying notes are an integral part of these condensed interim consolidated financial statements.2 P a g e

Roxgold Inc.Consolidated Statements of Cash Flow(Unaudited)(Expressed in thousands of U.S. Dollars)For the nine-month periods ended September 30,Operating activitiesNet Income (loss)Adjustments for operating activities:DepreciationShare-based paymentsChange in fair value of derivative financial 335,3481,9835,00671211250230Long-term debt accretion9527981Gain on modification of 6Asset retirement obligation accretionFinancing costsCurrent income tax expenseDeferred income tax expenseSettlement of hedge contractPayment of income taxUnrealized foreign exchange (loss) gainChanges in non-cash working capital37,098Financing activitiesRepayment of long-term debtProceeds of revolving credit facilityFinancing costsPayments of lease obligationsShare unit cash settlementProceeds from stock option exerciseNCIB share buybackInvesting activitiesAsset Acquisition - Séguéla gold projectAsset Acquisition – cash acquiredTransaction costsAdditions to property, plant and 1(453)(49,312)7(36,058)Bagassi South pre-commercial production revenue7-14,173Bagassi South pre-commercial production 5(1,115)Cash and cash equivalents, beginning of period41,78059,833Cash and cash equivalents, end of period50,10829,0028591,670Net increase (decrease) in cashEffect of foreign exchange rates on cashInterest paidRefer to note 15 for supplemental cash flow informationThe accompanying notes are an integral part of these condensed interim consolidated financial statements.3 P a g e

Roxgold Inc.Consolidated Statements of Financial Position(Unaudited)(Expressed in thousands of U.S. Dollars)As atAssetsCurrent assetsCash and cash equivalentsTaxes recoverable and other receivablesPrepaid expenses and depositsInventoryNon-current assetsInventoryProperty, plant and equipmentRestricted cashDeferred tax assetTotal assetsLiabilities and Shareholders’ EquityCurrent liabilitiesAccounts payable and accrued liabilitiesContract liabilityCurrent portion of lease obligationsCurrent portion of long-term debtCurrent portion of derivative financial instrumentsCurrent income tax liabilityNon-current liabilitiesLong-term debtDerivative financial instrumentsAsset retirement obligationsLease obligationsDeferred share units’ liabilityDeferred income tax liabilityTotal liabilitiesEquityShare capitalReservesAccumulated other comprehensive incomeDeficitEquity attributable to Roxgold shareholdersEquity attributable to non-controlling interestTotal equitySeptember 302020December 90613,525181,431327,261291,683Notes456678910Total liabilities and equityCommitments144 P a g e

Roxgold Inc.Consolidated Statements of Equity(Unaudited)(Expressed in thousands of U.S. Dollars)For the nine-month periods ended September lance – Beginning of periodShare buybackIncome attributable to Roxgold shareholdersBalance – End of 8)(81,683)Total equity attributable to Roxgold shareholders179,318163,190Total equity attributable to non-controlling interestsBalance – Beginning of periodIncome attributable to non-controlling interestBalance – End of periodTotal ,575Share capitalBalance – Beginning of yearShares issued for exercise of share awardsShare repurchaseBalance – End of periodWarrants 1Balance – Beginning of periodBalance – End of periodOptionsBalance – Beginning of periodShares issued for exercise of optionsShare buybackShare-based paymentsBalance – End of periodRestricted, performance and deferred share unitsBalance – Beginning of periodRestricted, performance and deferred share unitsSettlement of restricted share unitsBalance – End of periodAccumulated other comprehensive incomeBalance – Beginning of periodOther comprehensive incomeBalance – End of periodRefer to Note 12 for further information on changes to equity.The accompanying notes are an integral part of these condensed interim consolidated financial statements.1This balance relates to warrants that have expired and were not exercised. There are no warrants outstanding as at September 30, 2020.5 P a g e

Roxgold Inc.Notes to the Consolidated Financial Statements(Unaudited)(Tabular amounts in thousands of U.S. Dollars, except for shares and per share amounts)1. Nature of operationsRoxgold Inc. (the “Company”) is a Canadian-based gold mining company with its key asset, the Yaramoko Gold Mine, located in the Houndégreenstone belt of Burkina Faso, West Africa and advancing the development and exploration of Séguéla Gold Project located in Côte d’Ivoire. TheYaramoko Gold Mine consists of two high-grade underground gold mines: the 55 Zone and Bagassi South. The Company is a reporting issuer inall provinces and territories of Canada other than Quebec and its common shares are listed on the Toronto Stock Exchange under the symbol“ROXG” and on the OTCQX Market under the symbol “ROGFF”. The Company has its corporate head office located at 360 Bay Street, Suite 500,Toronto, Ontario, M5H 2V6.In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic, which continues to remain in place. Thiscontagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affectedworkforces, economies, and financial markets globally, potentially led to an economic downturn. Whilst production has been maintained, aprolonged COVID-19 related interruption may have an impact on the Company’s operations, financial position and liquidity.2. Summary of significant accounting policiesA.Basis of measurementThese condensed interim consolidated financial statements have been prepared on a historical cost basis except for the revaluation of certainfinancial instruments to fair value. In addition, these condensed interim consolidated financial statements have been prepared using the accrualbasis of accounting except for cash flow information.B.Statement of complianceThe Company’s condensed interim consolidated financial statements (“financial statements”) have been prepared in accordance with InternationalFinancial Reporting Standards (“IFRS”) applicable to the preparation of the interim statements, including IAS 34 , Interim Financial Reporting as issuedby the International Accounting Standards Board (“IASB”).The Company has consistently applied the accounting policies used in the preparation of its IFRS financial statements. The financial statementsshould be read in conjunction with the Company’s annual consolidated financial statements for the year ended December 31, 2019. The Board ofDirectors authorized the condensed interim consolidated financial statements for publication on November 10, 2020.3. Mine operating expensesA summary of mine operating expenses is presented below:For the periods ended September 30,Mining contractorSalaries and benefitsOperating supplies and partsEnergyInventory 91)58,65922,8946,6167,2972,9761,01940,8024. Cash and cash equivalentsAs at September 30, 2020, cash on hand totalling 50,108,000 (December 31, 2019: 41,780,000) consisted of cash in bank chequing accounts. TheCompany’s cash balance is comprised of 13,224,000 US Dollars, CAD 4,613,000 ( 3,458,000 US Dollars), and the West African Franc equivalent of 28,384,000 ( 33,238,000).6 P a g e

Roxgold Inc.Notes to the Consolidated Financial Statements(Unaudited)(Tabular amounts in thousands of U.S. Dollars, except for shares and per share amounts)5. Taxes recoverable and other receivablesAs at September 30, 2020, receivables were mainly related to Value Added Tax (“VAT”) receivable in Burkina Faso. They are non-interest bearingand generally settled within twelve months although they could be collected beyond the twelve-month period.As atVAT receivableOther receivablesEnding balanceSeptember 302020December 31201925,17731525,49218,18031018,490In the nine-month period ended September 30, 2020, the Company sold VAT receivables in the amount of 5,908,000 at a factor rate of 5% andreceived reimbursements from the government in the amount of 1,709,000.6. InventoryAs atStockpiled oreGold-in-circuitDoré barsConsumables inventoryTotal InventoryLess: Current portionNon-current InventorySeptember 302020December ,61522,201(15,005)(9,567)12,91212,634The amount of depreciation included within inventory at September 30, 2020 is 7,710,000 (December 31, 2019: 4,066,000). For the nine-monthperiod ended September 30, 2020, the Company recognised a net realizable value adjustment on low grade stockpiled ore of Nil (December 31,2019 - 117,000).The long-term inventory represents low grade stockpiled ore which the Company does not expect to process within the next twelve months.7 P a g e

Roxgold Inc.Notes to the Consolidated Financial Statements(Unaudited)(Tabular amounts in thousands of U.S. Dollars, except for shares and per share amounts)7. Property, plant and nfrastructure, andother developmentcosts69,0927,411316Mineral propertiesunder development25,26722,925-E&E )(42,571)(4)(175,217)NET BOOK VALUENet book value as at December 31, 201815,02125,46157,13347,13825,267-170,020Net book value as at December 31, 201914,37629,39889,95047,112-21,450202,286Net book value as at September 30, 202022,95827,63095,23345,634-22,451213,906COSTAs at December 31, 2018AdditionsSéguéla acquisitionAddition as at January 1, 2019 from transition toIFRS 16TransferPre-production revenuePre-production expensesRetirement of assetsForeign exchangeAs at December 31, 2019AdditionsTransferForeign exchangeAs at September 30, 2020ACCUMULATED DEPRECIATIONAs at December 31, 2018AdditionsRetirement of assetsForeign exchangeAs at December 31, 2019AdditionsForeign exchangeAs at September 30, 2020Furniture, miningvehicles, 9,6891,202-4,22753,332863389,1238 P a g e

Roxgold Inc.Notes to the Consolidated Financial Statements(Unaudited)(Tabular amounts in thousands of U.S. Dollars, except for shares and per share amounts)7. Property, plant and equipment (continued)The net book value of the assets held in Canada, Burkina Faso and Côte D’Ivoire totalled 154,000, 190,843,000 and 22,909,000 respectively, asat September 30, 2020 (December 31, 2019: 243,000, 179,790,000 and 22,253,000 respectively). Included under mining equipment are right-ofuse assets at a net book value of 17,497,000 (December 31, 2019: 9,926,000).8. Lease obligationsThe Company has a Mining Service Contract with African Underground Mining Services (“AUMS”) and it was determined that based on the substanceof the Mining Service Contract at the inception date, it contained leases with respect to the mining fleet to be provided by AUMS.On August 1, 2020, the Company extended the mining contract (“Amended Contract”) for Zone 55 and Bagassi South to AUMS which for accountingpurposes is treated as a lease modification under IFRS 16 – Leases. This requires the Company to remeasure the existing lease obligation and adjustthe right of use asset under the amended contract terms increasing the lease obligation by 14,889,000.The Amended Contract has a term of 41 months. The imputed financing costs on the liability were determined based on the Company’s incrementalborrowing rate and similar finance leases to mining companies, which has been estimated at 6.5%.September 302020December 312019Opening balanceAdd: remeasurement of lease obligationAdd: IFRS 16 impactDeduct: tal lease obligationsLess: current portionNon-current er 302020December 50)1,25924,709(12,919)22,968(15,750)8,959As at9. Long-term debtAs atOpening balanceAdd: drawdown on revolving credit facilityDeduct: debt repaymentGain on modification of debtAdd: accretionEnding balanceLess: current portionNon-current portionThe facility includes covenants customary for a transaction of this nature. As at September 30, 2020, the Company has maintained all covenants. Inthe nine-month period ended September 30, 2020, the Company has made principal repayments totalling 3,600,000 and interest and accretiontotalling 1,791,000 (September 30, 2019 - 2,651,000) which were expensed in the Company’s consolidated statement of income.On March 31, 2020, the Company completed the drawdown of 15,000,000 from its revolving credit facility.On June 29, 2020, the Company completed the refinancing of its existing credit facility (the “Amended Facility”) by consolidating the outstandingprincipal amount of the original credit facility as well as the revolving credit facility into a single credit facility with an outstanding principal balanceof 37,050,000. The Amended Facility is subject to a quarterly repayment schedule commencing in Q4 2020, with an interest rate of LIBOR plus4.00% and a final maturity date at the end of Q4 2022.9 P a g e

Roxgold Inc.Notes to the Consolidated Financial Statements(Unaudited)(Tabular amounts in thousands of U.S. Dollars, except for shares and per share amounts)9. Long-term debt (continued)As the change in future payment terms expected was determined not to be substantial, the amendment was recorded as a debt modification. Inaccordance with IFRS 9, the effective interest rate on the Credit Facility was recalculated at the amendment date based on the carrying value of theAmendment Facility, and its expected future payment terms, and a gain was recorded in the Company’s consolidated statement of income.The revised repayment schedule is based on a percentage of the Amended Facility as follows:Repayment dates% of total Amended FacilityDecember 31, 20204%March 31, 202110%June 30, 202111%September 30, 202111%December 31, 202112%March 31, 202213%June 30, 202213%September 30, 202213%December 30, 202213%As at September 30, 2020, the Company is committed to minimum future principal and interest payments for the Facility, is as follows:Long-term debt2,223Remainder of the year ending December 31, 2020Year ending December 31, 202117,491Year ending December 31, 202219,74810. Derivative financial instrumentsThe execution of a hedging program was completed in July 2016 as a condition precedent to the drawdown of the Credit Facility (note 9). Thehedging program comprised of the forward sale of 65,000 ounces of gold, at an average price of US 1,052 per ounce, which is to be settled on amonthly basis from January 2017 to March 2021.For the nine-month ended September 30, 2020, the Company recognized a change in the fair value of derivative financial instruments of 5,073,000loss (September 30, 2019 - 5,006,000 loss) in its consolidated statement of income. During the nine-month ended September 30, 2020, theCompany redeemed hedging contracts totalling 7,834,000 (September 30, 2019 - 3,568,000) of which 6,727,000 were cash settled. The cashsettlement is completed on the first business day of the following month. For the nine-month period ended September 30, 2020, the Company hassettled 11,466 ounces and as at September 30, 2020, 7,670 ounces are outstanding.The fair value of instruments not traded in an active market is determined by using valuation techniques. These valuation techniques maximize theuse of observable market data where it is available and rely as little as possible on the Company’s specific estimates. If all significant inputs requiredto measure the fair value of an instrument are observable, the instrument is included in Level 2. As at September 30, 2020, the derivative financialinstruments have been classified as Level 2 financial instruments according to the Company’s fair value hierarchy. The fair value of these instrumentsis determined using discounted future cash flows based on the forward gold curve. There were no transfers between Level 1, Level 2 and Level 3during the nine-month ended September 30, 2020 and 2019.September 302020December 312019Opening balanceChange in fair valu

These condensed interim consolidated financial statements have been prepared on a historical cost basis except for the revaluation of certain financial instruments to fair value. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.

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