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Form 6-K MAVERIX METALS INC. For: May 14

May 14, 2021 7:00 AM EDT

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 or 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of May, 2021

 

Commission File Number 001-38934

 

Maverix Metals Inc.
(Translation of registrant’s name into English)

 

Suite 575, 510 Burrard Street
Vancouver, British Columbia V6C 3A8
Canada
(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

 

Form 20-F   ¨               Form 40-F   x

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):¨

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):¨

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: May 14, 2021

 

  MAVERIX METALS INC.
     
  By: /s/ C. Warren Beil
    C. Warren Beil
    General Counsel

 

 

 

 

INDEX TO EXHIBITS

 

Exhibit No.   Description of Exhibit

99.1 Management’s Discussion and Analysis for the three month period ended March 31, 2021

 

99.2Condensed Consolidated Interim Financial Statements for the Three Month Periods Ended March 31, 2021 and 2020

 

99.3Form 52-109F2 – Certification of Interim Filings Full Certificate – CEO

 

99.4Form 52-109F2 – Certification of Interim Filings Full Certificate – CFO

 

99.5News Release dated May 14, 2021

 

 

 

 

Exhibit 99.1 

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

FOR THE THREE MONTHS ENDED MARCH 31, 2021

 

 

 

 

Date of Report: May 13, 2021

 

This Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the significant factors that have affected the performance of Maverix Metals Inc. and its subsidiaries (collectively “Maverix”, “we”, “us”, “our” or the “Company”) and such factors that may affect its future performance. This MD&A should be read in conjunction with the Company’s unaudited condensed consolidated interim financial statements for the three month period ended March 31, 2021 and related notes thereto which have been prepared in accordance with International Financial Reporting Standards (“IFRS”), applicable to preparation of interim financial statements including International Accounting Standard 34-Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). Readers are encouraged to consult the Company’s audited consolidated financial statements for the year ended December 31, 2020 and related notes thereto, which are available under Maverix’s profile on SEDAR at www.sedar.com or EDGAR at www.sec.gov. All amounts are in U.S. dollars unless otherwise indicated.

 

Readers are cautioned that the MD&A contains forward-looking statements and that actual events may vary from management’s expectations. Readers are encouraged to read the “Forward-Looking Statements” at the end of this MD&A and to consult Maverix’s condensed consolidated interim financial statements for the three month period ended March 31, 2021 and related notes thereto which are available on SEDAR at www.sedar.com and on Form 6-K filed with the United States Securities and Exchange Commission on EDGAR at www.sec.gov.

 

Additional information, including the primary risk factors affecting Maverix, are included on our Annual Information Form (“AIF”) and Form 40-F available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, respectively. These documents contain descriptions of certain of Maverix’s royalty, stream and other interests, as well as a description of risk factors affecting the Company.

 

Table of Contents

 

Description of the Business 3
Highlights and Key Accomplishments for Three Months Ended March 31, 2021 3
COVID-19 Pandemic 4
Outlook for 2021 4
Portfolio of Royalty, Stream and Other Interests Owned by Maverix at March 31, 2021 4
Summary of Quarterly Results 8
Non-IFRS and Other Measures 12
Liquidity and Capital Resources 13
Outstanding Share Data 15
Off-Balance Sheet Arrangements 15
Related Party Transactions 15
Critical Accounting Judgements and Estimates 15
Financial Instruments 15
Internal Controls Over Financial Reporting 17
Disclosure Controls and Procedures 17
Forward-Looking Statements 18
Technical and Third-Party Information 19

 

 

 

Description of the Business

 

Maverix is a resource-based company that seeks to acquire and manage royalties and metal purchase agreements (a “Stream” or “Streams”) on projects that are in an advanced stage of development or on operating mines producing precious or other metals. Royalty interests (“Royalty” or collectively, “Royalties”) are non-operating interests in mining projects that provide Maverix with the right to a percentage of the gross revenue from the metals produced from the project (a “Gross Revenue Royalty” or “GRR”) or the net revenue after the deduction of specified costs (a “Net Smelter Returns Royalty” or “NSR” royalty). Under a Stream interest, Maverix makes an upfront payment to acquire the Stream and then receives the right to purchase, at a fixed or variable price per unit based on the spot price of the precious or other metal, a percentage of a mine’s production for the life of mine or a specified time period.

 

The Company’s business strategy is to acquire existing Royalty and Stream interests, or to finance production, development, or in some circumstances, exploration stage projects in exchange for Royalty or Stream interests. In the ordinary course of business, Maverix engages in a continual review of opportunities to acquire existing Royalty or Stream interests, or to create new Royalties or Streams on operating mines, development projects and exploration projects. The Company currently has over 100 Royalties and Streams, of which 13 of the underlying mines are paying, excluding royalty payments from industrial minerals and power assets.

 

Highlights and Key Accomplishments for Three Months Ended March 31, 2021

 

Financial and Operating:

 

Total revenue of $13.1 million;
Operating cash flows of $13.5 million;
Operating cash flow, excluding working capital changes of $9.01 million;
Gold Equivalent Ounces (“GEOs”) sold of 7,3021;
Cash operating margin of $1,5681 per GEO sold;
Average cash cost of $2231 per GEO sold;
Net income of $14.8 million; and
Adjusted net income of $5.01 million.

 

TMAC Acquired by Agnico Eagle2

 

In February 2021, TMAC Resources Inc. (“TMAC”) announced it had concluded the previously announced plan of arrangement pursuant to which Agnico Eagle Mines Limited (“Agnico Eagle”) acquired all the issued and outstanding common shares of TMAC at a price of C$2.20 per share (the “Transaction”). TMAC was the owner of the Hope Bay mine, where the Company previously held a 2.5% NSR royalty interest.

 

TMAC had the right to buy back 1.5% of the NSR royalty interest held by the Company for a cash payment of $50.0 million in the event of a change in control transaction of TMAC (as defined in the royalty agreement) that was announced prior to June 30, 2021 (the “Hope Bay Buyback”). Concurrent with the closing of the Transaction, Agnico notified the Company that it would exercise the Hope Bay Buyback. The Company has received the $50.0 million payment and retained a 1% NSR royalty interest on the Hope Bay mine that is not subject to any reductions. Maverix acquired the additional 1.5% NSR royalty on Hope Bay in August 2019 for a cash payment of $40.0 million and received $4.6 million of related royalty payments up until the exercise of the Hope Bay Buyback.

 

El Mochito Silver Stream

 

In March 2021, Maverix converted all amounts outstanding under a $1.0 million convertible debenture into an additional 5% silver Stream on the operating El Mochito mine on the same terms as the Company’s existing El Mochito silver Stream. Upon conversion, Maverix has a 27.5% silver Stream on the El Mochito mine.

 

Quarterly Dividends Declared

 

On May 13, 2021, the Board of Directors of the Company declared a quarterly dividend of $0.0125 per common share payable on June 15, 2021 to shareholders of record as of the close of business on May 31, 2021. The dividend represents a 25% increase from the previous dividends of $0.01 per common share.

 

 

1 Refer to section on non-IFRS and other measures of this MD&A.

 

2 Refer to TMAC’s news release dated February 2, 2021 on www.sedar.com, under TMAC’s SEDAR profile.

 

 

 

COVID-19 Pandemic

 

The Company continues to monitor and assess potential impacts of the novel coronavirus, also known as COVID-19, on its employees and business. In response to the COVID-19 pandemic, the Company closed its office, implemented a travel ban, and directed all of its employees to work remotely. No employees have contracted COVID-19 as of the date of this report.

 

There are a number of potential impacts that could restrict our operating partners’ ability to operate as a result of the COVID-19 pandemic. Mining operations in which Maverix holds a Royalty or Stream interest could be suspended for precautionary purposes or as governments declare states of emergency or take other actions in an effort to combat the spread of COVID-19. For further discussion of COVID-19 and the related risks to the Company refer to the AIF and Form 40-F available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, respectively.

 

Outlook for 20211

 

In 2021, Maverix continues to expect 27,000 to 30,000 attributable GEOs2 at approximately a 90% cash margin2 with approximately 99% of expected revenue derived from gold and silver.

 

Portfolio of Royalty, Stream and Other Interests Owned by Maverix at March 31, 2021

 

As at March 31, 2021, the Company owned over 100 Royalties, Streams and other interests. Maverix has thirteen Royalties and Streams that are currently paying, including three in Australia, three in the United States, two in Mexico, two in Canada, and one in each Honduras, Burkina Faso and Russia. In addition, the Company owns a number of Royalties and Streams on development and exploration/evaluation stage projects in North America, South America, and Australia, amongst others. The Company uses “evaluation stage” to describe exploration stage properties that contain mineralized material and on which operators are engaged in the search for reserves. We do not conduct mining operations on the properties in which we hold Royalty and Stream interests, and we are not required to contribute to capital costs, exploration costs, environmental costs or other operating costs on those properties.

 

Primary Properties:

 

The following table summarizes Maverix’s principal Stream interests:

 

Asset Location Operator Status MMX Attributable Production MMX Purchase Price
El Mochito Honduras Kirungu Corporation Paying 27.5% of silver(1) 25% of silver spot price
La Colorada Mexico Pan American Silver Corp. Paying 100% of gold Lesser of (i) US$650 per ounce
and (ii) spot price
Moss USA Northern Vertex Mining Corp. Paying 100% of silver(2) 20% of silver spot price

 

(1) If 3.0 million ounces of silver are produced prior to April 1, 2022, Maverix’s silver purchase entitlement will decrease to 25% of life of mine silver production.

 

(2) After 3.5 million ounces of silver are delivered, Maverix’s silver purchase entitlement will be 50% of the remaining life of mine silver production.

 

 

1 Statements made in this section contain forward-looking information. Reference should be made to the “Cautionary Statement on Forward Looking Information” section at the end of this MD&A. For a description of material factors that could cause our actual results to differ materially from the forward-looking statements, please see the “Risk Factors” section in the most recent AIF and Form 40-F available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, respectively.

 

2 Refer to section on non-IFRS and other measures of this MD&A.

 

 

 

The following table summarizes Maverix’s principal Royalty interests:

 

Asset Location Operator Status Royalty Interest
Beta Hunt Australia Karora Resources Inc. Paying 3.25% GRR, and 1.5% NSR Royalties on all Gold production; and aggregate 1.5% NSR Royalties on all Nickel production
Camino Rojo Mexico Orla Mining Ltd. Development 2.0% NSR Royalty (1)  
Cerro Blanco Guatemala Bluestone Resources Inc. Development 1.0 NSR Royalty
Cerro Casale Chile Barrick Gold Corporation and Newmont Corporation Development 1.25% GRR on 25% of Revenues(2)
Converse USA Waterton Global Resource Management Development 5.0% NSR Royalty(3)

DeLamar

(DeLamar)

USA Integra Resources Corp. Development 2.5% NSR Royalty(4)
Florida Canyon USA Argonaut Gold Inc. Paying 3.0% NSR Royalty

Goldfield

(Gemfield)

USA Waterton Global Resource Management Development 5.0% NSR Royalty on the Gemfield deposit
Hasbrouck-Three Hills USA West Vault Mining Inc. Development 1.25% NSR Royalty
Hope Bay Canada Agnico Eagle Mines Limited Paying 1.0% NSR Royalty
Karma Burkina Faso Endeavour Mining Corporation Paying 2.0% NSR Royalty on 85.5% of total production
Kensington USA Coeur Mining, Inc. Operating 2.5% NSR(5)
McCoy-Cove USA Premier Gold Mines Ltd. Development 3.5% NSR Royalty(6)
Monument Bay Canada Yamana Gold Inc. Advanced Exploration 1.5% NSR Royalty

Moose River

(Touquoy)

Canada St Barbara Limited Paying 1.0% NSR Royalty on the Touquoy deposit
Morondo Côte d’Ivoire Montage Gold Corp. Exploration 2.0% NSR Royalty
Mt Carlton Australia Evolution Mining Ltd. Paying 2.5% NSR Royalty
Omolon Russia Polymetal International plc Paying 2.0% GRR Royalty(3)
Railroad USA Gold Standard Ventures Corp. Development 2.0% NSR Royalty(3)
Relief Canyon USA Americas Gold and Silver Corp. Operating 2.0% NSR Royalty(3)

San Jose

(Taviche Oeste)

Mexico Fortuna Silver Mines Inc. Paying 1.5% NSR Royalty on production from the Taviche Oeste concessions
Silvertip Canada Coeur Mining, Inc. Suspended 2.5% NSR Royalty
Vivien Australia Ramelius Resources Ltd. Paying 3.5% GRR

 

(1) Royalty is on oxide and transitional ore only.

(2) Royalty commences after US$10M payable under the agreement.

(3) Royalty covers a portion of the existing mineral resource.

(4) NSR royalty covers a portion of the existing resource and decreases to a 1.0% NSR Royalty after CAD$10 million in royalties have been paid.

(5) NSR royalty not payable until after a recoupment period.

(6) 2.0% of the NSR royalty only covers a portion of the deposit.

 

Significant Portfolio Updates - Paying and Operating Assets:

 

Hope Bay

 

Agnico announced that it has launched a major delineation, conversion and exploration drilling program at the Hope Bay mine, using three rigs from underground and three rigs at surface. In the first quarter of 2021, 124 holes were drilled, totaling 18,100 metres. Agnico expects to spend $16.2 million for 69,600 metres of drilling at the Hope Bay mine in 2021, including $5.5 million for 29,800 metres of delineation drilling to support production at the Doris mine and $10.7 million for 39,800 metres of drilling on 33 exploration targets around the Doris, Madrid and Boston deposits and other regional targets along the 80-kilometre-long Hope Bay greenstone belt.

 

 

 

An internal team at Agnico has been established to evaluate expanded production scenarios that would potentially involve the Madrid and Boston deposits, with a new internal technical evaluation expected in 2022. Agnico believes that Hope Bay has the potential to be a 250,000 to 300,000 ounces of gold per year operation.

 

Agnico plans to continue mining at the Doris deposit in 2021 with quarterly production guidance remaining unchanged at approximately 18,000 to 20,000 ounces of gold.

 

For more information, please refer to www.agnicoeagle.com and see the news release dated April 29, 2021.

 

Beta Hunt

 

Karora Resources Inc. (“Karora”) announced it had intersected a new high-grade nickel discovery at the Beta Hunt mine – the 50C Nickel Trough. The drilling aimed to test for the offset extension of the historic Beta nickel belt south of the Gamma Island Fault and confirmed the presence of massive and matrix nickel sulphide mineralization along the prospective ultramafic/basalt contact. The 50C Nickel Trough has the potential to represent a repeat of the historic Beta Zone which to date has produced in excess of 32,000 tonnes of nickel metal.

 

While Karora’s drilling in the 50C discovery area was aimed at nickel targets, the drilling also intersected gold mineralization above and below the 50C Trough and suggests the Beta Hunt gold mineralized system extends for over 3.5 kilometres of strike from the northern end of the A Zone.

 

For more information, please refer to www.karoraresources.com and see the news release dated April 6, 2021.

 

Florida Canyon

 

Argonaut Gold Inc. announced that it has received all necessary regulatory approvals, including a modification to the existing Air Quality permit, to allow for the construction, installation and operation of a new conveying and stacking system to deliver ore from the crushers to the leach pad. Currently, ore is being delivered from the crushers to the leach pad by haul truck. The new system will eliminate the re-handling of the ore and also free up mobile equipment to transport more ore tonnes from the open pit to the crusher and is expected to increase the annual production profile at Florida Canyon beginning in 2022. The conveying and stacking system is expected to be operational and ramped up to design capacity during the third quarter of 2021.

 

For more information, please refer to www.argonaut.com and see the news release dated April 28, 2021.

 

Significant Portfolio Updates - Development and Exploration Assets:

 

Camino Rojo

 

Orla Mining Ltd. announced the results of an updated feasibility study for the Camino Rojo oxide gold project after the recently completed layback agreement with Fresnillo plc. The updated feasibility study highlights a 54% increase in contained gold mineral reserves and an updated mine life of over 10 years with an average gold production rate of 94,000 ounces per annum. The mine is currently in construction with first production planned for late 2021.

 

For more information, please refer to www.orlamining.com and see the news release dated January 11, 2021.

 

Cerro Blanco

 

Bluestone Resources Inc. announced the filing of a preliminary economic assessment (“PEA”) that highlights an optimized project which doubles the gold resource ounces and production profile. The recent completion of advanced engineering and optimization work has significantly enhanced the understanding of the project and presented an opportunity to capitalize on its near-surface, high-grade mineralization through an open pit scenario. The PEA highlights an initial 11 year life of mine with production of approximately 2.4 million ounces of gold and 10.3 million ounces of silver and measured and indicated resources of 3.0 million ounces of gold and 13.2 million ounces of silver (61.5 million tonnes at 1.5 grams per tonne gold and 6.7 grams per tonne silver).

 

For more information, please refer to www.bluestoneresources.ca and see the news release dated April 13, 2021.

 

 

 

Silvertip

 

Coeur Mining, Inc. (“Coeur”) significantly increased the size of its resource base at Silvertip following the execution of the largest and most successful exploration program in the history of the property. Silver, zinc and lead measured and indicated resources increased by approximately 50%, 45% and 50%, respectively. Similarly, silver, zinc and lead inferred resources grew by approximately 46%, 69% and 37%, respectively.

 

Coeur highlighted key outcomes of the internal pre-feasibility study for Silvertip during its virtual investor day in December 2020. Notably, Coeur developed a new flowsheet that would help support a potential expansion to a throughput rate of 1,750 tonnes per day. Coeur is now progressing the project through a more comprehensive front-end engineering and design phase for the revised flowsheet, while also continuing to build on the momentum of its exploration program. Technical work remains focused on advancing engineering to de-risk capital estimates, increasing confidence in the expected concentrate qualities from all of the existing zones of the ore body with confirmatory metallurgical testing, and enhancing schedule certainty with respect to a potential restart.

 

For more information, please refer to www.coeur.com and see the news releases dated February 17, 2021 and April 28, 2021.

 

Morondo

 

Montage Gold Corp. (“Montage”) announced an updated mineral resource at its Koné Gold Project in Côte d’Ivoire. The inferred mineral resource at the Koné deposit was increased significantly to 123 million tonnes grading 0.80 gram per tonne gold at a 0.40 gram per tonne gold cut-off grade. A 35,000 metre drill program targeting further growth in resources and infill drilling has recently been expanded to a 55,000 metre drill program to increase the drilling below the current Koné resource and includes drilling at the nearby high-grade Petit Yao target. The expanded 55,000 metre drill program is 78% complete as of May 6, 2021 and Montage expects PEA results in mid-May 2021 and the completion of a feasibility study by the end of 2021.

 

For more information, please refer to www.montagegoldcorp.com and see the news releases dated January 28, 2021 and May 11, 2021.

 

 

 

  

Summary of Quarterly Results

 

Quarter Ended

(in thousands of USD, except for GEO and per share amounts)

  March 31, 2021   December 31, 2020   September 30, 2020   June 30, 2020 
Statement of Income and Comprehensive Income                    
Royalty revenue  $6,883   $10,140   $8,689   $7,784 
Sales   6,197    6,429    6,162    3,187 
Total revenue   13,080    16,569    14,851    10,971 
Cash flow from operating activities   13,479    7,746    13,792    6,616 
Net income   14,769    5,346    14,437    3,076 
Basic earnings per share   0.10    0.04    0.11    0.03 
Diluted earnings per share   0.10    0.04    0.11    0.02 
Dividends declared per share  $0.01   $0.01   $0.01   $0.01 
                     
Non-IFRS and Other Measures1                    
Adjusted net income  $4,959   $6,282   $5,336   $3,010 
Adjusted basic earnings per share  $0.04   $0.05   $0.04   $0.02 
Total GEOs sold   7,302    8,836    7,797    6,412 
Average realized gold price per GEO  $1,791   $1,875   $1,905   $1,711 
Average cash cost per GEO   223    184    195    139 
Cash flow from operating activities, excluding changes in non-cash working capital  $8,998   $11,474   $10,841   $8,479 
                     
Statement of Financial Position                    
Total assets  $362,047   $379,607   $325,396   $340,190 
Total non-current liabilities  $1,882   $32,000   $35,000   $76,000 

  

Quarter Ended

(in thousands of USD, except for GEO and per share amounts)

  March 31, 2020   December 31, 2019   September 30, 2019   June 30, 2019 
Statement of Income (Loss) and Comprehensive Income (Loss)                    
Royalty revenue  $6,076   $6,741   $6,469   $4,418 
Sales   3,214    3,758    4,085    2,573 
Total revenue   9,290    10,499    10,554    6,991 
Cash flow from operating activities   4,846    7,456    6,034    5,343 
Net income (loss)   860    (11,237)   1,803    610 
Basic earnings (loss) per share   0.01    (0.10)   0.02    0.01 
Diluted earnings (loss) per share   0.01    (0.10)   0.02    0.01 
Dividends declared per share  $0.01   $0.01   $0.00   $0.00 
                     
Non-IFRS and Other Measures1                    
Adjusted net income  $996   $3,008   $1,797   $831 
Adjusted basic earnings per share  $0.01   $0.03   $0.02   $0.01 
Total GEOs sold   5,871    7,096    7,208    5,359 
Average realized gold price per GEO  $1,582   $1,480   $1,464   $1,305 
Average cash cost per GEO   167    171    169    156 
Cash flow from operating activities, excluding changes in non-cash working capital  $5,733   $7,869   $7,655   $4,050 
                     
Statement of Financial Position                    
Total assets  $307,420   $315,135   $257,736   $217,064 
Total non-current liabilities  $66,000   $69,000   $51,000   $12,500 

 

 

1 Refer to section on non-IFRS and other measures of this MD&A.

 

 

 

Changes in sales, net income and cash flow from operating activities from quarter to quarter are affected primarily by fluctuations in production at the underlying mines, the timing of shipments, changes in the price of commodities, as well as acquisitions of Royalties and Streams and the commencement of operations of mines under construction. For more information, refer to the quarterly commentary below.

 

Three Months Ended March 31, 2021 Compared to the Three Months Ended March 31, 2020

 

For the three months ended March 31, 2021, the Company had net income of $14.8 million and cash flow from operations of $13.5 million compared with net income and cash flow from operations of $0.9 million and $4.8 million for the three months ended March 31, 2020. The increase in net income and cash flow were attributable to a combination of factors including:

 

·An $11.0 million gain recognized in net income during the three months ended March 31, 2021 for the Hope Bay Buyback;

 

·An increase in working capital of $2.5 million from previously deferred amounts for a portion of the Hope Bay royalty revenue and $2.5 million for the receipt of the remaining amount owed under the Beta Hunt royalty amendment completed in September 2020;

 

·A $2.4 million revaluation adjustment recognized during the three months ended March 31, 2021 from the conversion of a debenture into an additional 5% silver Stream on the El Mochito mine;

 

·An increase in the El Mochito silver Stream combined with continued operational improvements at the mine resulted in an increase in both sales and cash flows of $2.0 million and $1.5 million, respectively;

 

·Production at the Moss mine has continued to ramp up, resulting in an increase in both sales and cash flows of $0.7 million and $0.6 million, respectively;

 

·An increase in royalty revenue of $0.6 million from the Omolon mine and $0.4 million from each of the Beta Hunt and Vivien mines due to increased attributable production and deferred revenue of $0.8 million recognized for Beta Hunt;

 

·A reduction in finance expense of $0.5 million due to repayments of the credit facility during 2020 and the three months ended March 31, 2021; and

 

·A 13% increase in the average realized gold price per GEO.

 

Partially offset by:

 

·Both net income and cash flow from operations were reduced by $0.7 million from the cost of acquiring more gold and silver under the Company’s Stream agreements with respect to increased sales;

 

·Net income decreased by $0.3 million due to the increase in depletion charges associated with the increase in total revenue for the period;

 

·Net income decreased by $0.8 million due to the Hope Bay Buyback in early February and the scale down of mining operations in relation to COVID-19 measures to reduce the workforce at site; and

 

·Net income was decreased by the recognition of a deferred income tax expense of $3.2 million due to taxable temporary differences arising from the Company’s royalty, stream and other interests after the Hope Bay Buyback.

 

For the three months ended March 31, 2021, the Company had total revenue of $13.1 million and GEOs of 7,3021 compared with total revenue of $9.3 million and GEOs of 5,8711 for the three months ended March 31, 2020.

 

 

1 Refer to section on non-IFRS and other measures of this MD&A.

 

 

 

The following table summarizes the Company’s total revenues and GEOs for the three months ended March 31, 2021 and 2020:

 

      Three months ended March 31, 2021   Three months ended March 31, 2020 
(in thousands of USD,
except for GEO amounts)
 

Primary

Product

  Royalty
Revenue ($)
   Sales ($)   GEOs1   Royalty
Revenue ($)
   Sales ($)   GEOs1 
Beta Hunt  Gold   2,350    -    1,310    1,933    -    1,219 
El Mochito  Silver   -    2,218    1,236    -    266    168 
Florida Canyon  Gold   693    -    386    465    -    293 
Hope Bay  Gold   370    -    206    1,209    -    762 
Karma  Gold   677    -    377    700    -    441 
La Colorada  Gold   -    1,785    1,006    -    1,485    950 
Moose River  Gold   316    -    176    386    -    244 
Moss  Silver   -    2,194    1,223    -    1,463    922 
Mt Carlton  Gold   374    -    209    341    -    215 
Omolon  Gold   753         420    169    -    107 
San Jose  Silver   622    -    347    440    -    278 
Vivien  Gold   680    -    379    292    -    184 
Other  Various   48    -    27    141    -    88 
Consolidated total      6,883    6,197    7,302    6,076    3,214    5,871 

  

Q1 2021 Royalty Revenue and Sales by Region Q1 2020 Royalty Revenue and Sales by Region

 

 

 

Q1 2021 GEOs by Product Q1 2020 GEOs by Product

 

 

 

 

 

 

1 Refer to section on non-IFRS and other measures of this MD&A. 

 

10 

 

 

For the Three Months Ended March 31, 2021 Compared to Other Quarters Presented

 

When comparing net income of $14.8 million and cash flow from operations of $13.5 million for the three months ended March 31, 2021 with net income (loss) and operating cash flows for other quarters presented in the table of Summary of Quarterly Results above, the following items impact comparability of the analysis:

 

·An $11.0 million gain recognized in net income during the three months ended March 31, 2021 for the Hope Bay Buyback;

 

·An increase in working capital of $2.5 million from previously deferred amounts for a portion of the Hope Bay royalty revenue and $2.5 million of the remaining amount owed under the Beta Hunt royalty amendment completed in September 2020 received during the three months ended March 31, 2021;

 

·A $2.4 million revaluation adjustment recognized during the three months ended March 31, 2021 from the conversion of the convertible debenture into an additional 5% silver Stream on the El Mochito mine;

 

·In September 2020, the company completed the Beta Hunt royalty amendment. As a result, the Company recognized a gain on the amendment of its Beta Hunt royalty interest of $9.3 million and current income tax expense and taxes paid of $4.3 million during the three months ended September 30, 2020;

 

·The Company recognized an increase in net income of $2.9 million due to revaluation of warrants held during the three months ended September 30, 2020;

 

·The Company recognized a non-cash impairment of $14.2 million on its Amulsar royalty interest during the three months ended December 31, 2019;

 

·The Company acquired a silver stream on the El Mochito mine in March 2019, an additional 1.5% NSR royalty on Hope Bay in August 2019 and the Kinross royalty portfolio in December 2019, all of which contributed full quarters of royalty or stream income subsequent to their acquisitions;

 

·A number of underlying mines on which the Company has a Royalty or Stream interest have continued to ramp up or began production over the past years, including the Beta Hunt mine, the Florida Canyon mine, the Moss mine, and the El Mochito mine; and

 

·Net income being reduced by $0.3 million related to the initial listing costs for the NYSE American and TSX during the three months ended June 30, 2019.

 

Change in Total Assets

 

Total assets decreased by $17.6 million from December 31, 2020 to March 31, 2021 primarily resulting from the $32.0 million repayment of the Company’s credit facility, the decrease in the Hope Bay royalty interest from the Hope Bay Buyback, and depletion of the Company’s royalty, stream and other interests. The decrease in total assets was partially offset from the $50.0 million received from the Hope Bay Buyback.

 

Total assets increased by $54.2 million from September 30, 2020 to December 31, 2020 primarily resulting from the acquisition of a royalty portfolio from Newmont Corporation (“Newmont”), which was financed by the issuance of common shares of the Company and a cash payment of $15.0 million. The net increase in total assets from the acquisition of the royalty portfolio from Newmont was partially offset by the cash consideration paid of $15.0 million, a $3.0 million repayment under the Company’s credit facility and depletion of the Company’s royalty, stream and other interests.

 

Total assets decreased by $14.8 million from June 30, 2020 to September 30, 2020 primarily resulting from the repayment of $41.0 million under the Company’s credit facility, depletion of the Company’s royalty, stream and other interests and amendment of the Company’s royalty interest on the Beta Hunt mine. The decrease in total assets was partially offset by funds received on closing of the Beta Hunt Royalty amendment and increase in the carrying value of investments due to fair value adjustments.

 

11 

 

 

Total assets increased by $32.8 million from March 31, 2020 to June 30, 2020 primarily resulting from an increase in cash on hand from $15.6 million in gross proceeds received from the exercise of warrants, the drawdown of an additional $10.0 million under the credit facility and the results of operations for the quarter. The net increase in total assets was partially offset by depletion of the Company’s royalty, stream and other interests.

 

Total assets decreased by $7.7 million from December 31, 2019 to March 31, 2020 primarily resulting from the partial repayment of outstanding amounts under the credit facility using right of first refusal proceeds which were receivable at December 31, 2019, a decrease in carrying value of investments due to disposal and fair value adjustments and depletion of the Company’s royalty, stream and other interests. The net decrease in total assets was partially offset by an increase in cash on hand from drawing down $10.0 million under the credit facility.

 

Total assets increased by $57.4 million from September 30, 2019 to December 31, 2019 primarily resulting from the acquisition of a royalty portfolio from Kinross Gold Corporation (“Kinross”), which was financed by the issuance of common shares of the Company, cash flow from operations and drawdown of an additional $18.0 million from the credit facility. The net increase in total assets from the acquisition of the royalty portfolio from Kinross was partially offset by impairment of the Company’s royalty interest on the Amulsar mine and depletion of the Company’s royalty, stream and other interests.

 

Total assets increased by $40.7 million from June 30, 2019 to September 30, 2019 primarily resulting from the acquisition of an additional 1.5% NSR royalty on the Hope Bay mine and the acquisition of common shares in conjunction with the royalty acquisition.

 

Non-IFRS and Other Measures

 

The Company has included, throughout this document, certain performance measures, including (i) adjusted net income and adjusted basic earnings per share, (ii) Average realized gold price per GEO, (iii) Average cash cost per GEO, (iv) cash operating margin per GEO, and (v) operating cash flows excluding changes in non-cash working capital. The presentation of these non-IFRS and other measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These non-IFRS and other measures do not have any standardized meaning prescribed by IFRS, and other companies may calculate these measures differently.

 

i.          Adjusted net income and adjusted basic earnings per share are calculated by excluding the effects of other income/expenses, impairment charges, gains/(losses) on sale or amendment of royalty and streams and unusual non-recurring items. The Company believes that in addition to measures prepared in accordance with IFRS, certain investors use this information to evaluate the results of the underlying business of the Company. Management believes that this is a useful measure of the Company’s performance because it adjusts for items which may not relate to or have a disproportionate effect on the period in which they are recognized, impact the comparability of our core operating results from period to period, are not always reflective of the underlying operating performance of our business and/or are not necessarily indicative of future operating results.

 

The table below provides a reconciliation of the adjusted net income and adjusted earnings per share:

 

(in thousands of USD, except share and per share amounts) 

Three months ended

March 31, 2021

  

Three months ended

March 31, 2020

 
Net income  $14,769   $860 
Gain on buy back of royalty interest   (10,983)   - 
Gain on conversion of debenture   (2,410)   - 
Other (income) expense   (46)   136 
Effect of taxes on adjusting items   3,629    - 
Adjusted net income  $4,959   $996 
Divided by:          
Basic weighted average number of common shares   140,775,953    119,691,047 
Equals:          
Adjusted basic earnings per share  $0.04   $0.01 

 

12 

 

 

 

ii.Average realized gold price per GEO is calculated by dividing the Company’s total revenue by the GEOs sold. The Company presents average realized gold price per GEO as it believes that certain investors use this information to evaluate the Company’s performance in comparison to other royalty and streaming companies in the precious metals mining industry that present results on a similar basis. The table below provides a reconciliation of average realized price per GEO:
   
(total revenue presented in thousands of USD) 

Three months ended

March 31, 2021

  

Three months ended

March 31, 2020

 
Total revenue  $13,080   $9,290 
           
Divided by:          
GEOs sold1   7,302    5,871 
Equals:          
Average realized gold price per GEO  $1,791   $1,582 

  

iii.Average cash cost per GEO is calculated by dividing the Company’s cost of sales, excluding depletion, by the GEOs sold. The Company presents average cash cost per GEO as it believes that certain investors use this information to evaluate the Company’s performance in comparison to other royalty and streaming companies in the precious metals mining industry who present results on a similar basis. The table below provides a reconciliation of average cash cost per GEO:
   
(cost of sales presented in thousands of USD) 

Three months ended

March 31, 2021

  

Three months ended

March 31, 2020

 
Cash cost of sales is comprised of:          
 Cost of sales, excluding depletion  $1,629   $979 
Divided by:          
GEOs sold   7,302    5,871 
Equals:          
Average cash cost per GEO  $223   $167 

  

iv.Cash operating margin per GEO is calculated by subtracting the average cash cost per GEO from the average realized gold price per GEO. The Company presents cash operating margin as it believes that certain investors use this information to evaluate the Company’s performance in comparison to other royalty and streaming companies in the precious metals mining industry that present results on a similar basis.

 

v.The Company has also used the non-IFRS measure of operating cash flows excluding changes in non-cash working capital. This measure is calculated by adding back the decrease or subtracting the increase in changes in non-cash working capital to or from cash provided by operating activities.

 

Liquidity and Capital Resources

 

As at March 31, 2021, the Company had cash and cash equivalents of $49.3 million (December 31, 2020: $7.8 million) and working capital of $59.1 million (December 31, 2020: $35.1 million). As at March 31, 2021, the Company had $120.0 million available under its credit facility.

 

Cash flow from operations

 

For the three months ended March 31, 2021, cash flow from operations was $13.5 million, compared with $4.8 million for the three months ended March 31, 2020, with the increase primarily attributable to the Company’s growing portfolio of cash flowing Royalties and Streams, $2.6 million received for previously deferred amounts for a portion of the Hope Bay royalty revenue, $2.5 million received for the remaining amount owed under the Beta Hunt royalty amendment completed in September 2020, and a 13% increase in the realized gold price per GEO, as previously discussed in more detail.

 

 

1 The Company’s royalty revenue and silver sales are converted to a GEO basis by dividing the royalty revenue plus silver sales for a period by the average gold price based on the LBMA Gold Price PM Fix per ounce for the same respective period. Total GEOs sold includes the GEOs from the Company’s royalty revenue and silver sales plus the gold ounces sold from the Company’s gold Stream.

 

13 

 

 

 

Cash flow from investing activities

 

For the three months ended March 31, 2021, the Company had net cash inflows of $60.6 million from investing activities primarily due to the proceeds received from the Hope Bay Buyback and the sale of 19.5 million common shares of Northern Vertex Mining Corp. for CAD$0.50 per common share as part of their financing which closed in February 2021. For the three months ended March 31, 2020, the Company had net cash inflows from investing activities of $12.0 million from the receipt of right of first refusal proceeds in connection with the acquisition of a portfolio of royalties from Kinross.

 

Cash flow used in financing activities

 

During the three months ended March 31, 2021, the Company had net cash outflows from financing activities of $32.5 million, which was primarily the result of Company repaying $32.0 million of its credit facility, dividend payments of $1.4 million and financing costs associated with our credit facility of $0.2 million. The net cash outflows were partially offset by proceeds received from the exercise of stock options. During the three months ended March 31, 2020, the Company had net cash outflows from financing activities of $4.8 million, which was primarily the result a net repayment of the Company’s credit facility and payment of dividend declared in December 2019.

 

Liquidity

 

We believe our current financial resources and funds generated from operations will be adequate to cover anticipated expenditures for general and administration and project evaluation costs and anticipated minimal capital expenditures for the foreseeable future. Our long-term capital requirements are primarily affected by our ongoing activities related to the acquisition or creation of Royalties and Streams.

 

The Company currently, and generally at any time, has acquisition opportunities in various stages of active review. In the event of the acquisition of one or more significant Royalties or Streams, we may seek additional debt or equity financing as necessary.

 

Purchase Commitments:

 

In connection with its Streams, the Company has committed to purchase the following:

 

   Percent of life of mine production  

Per ounce cash payment:

Lesser of amount below and the then prevailing market price

(unless otherwise noted)

 
Gold Stream interests          
  La Bolsa   5%  $450 
  La Colorada   100%  $650 
           
Silver Stream interests          
  El Mochito   27.5%(1)   25% of silver spot price 
  Moss   100%(2)   20% of silver spot price 

 

(1)If 3.0 million ounces of silver are produced prior to April 1, 2022, Maverix’s silver purchase entitlement will decrease to 25% of life of mine silver production.
(2)After 3.5 million ounces of silver are delivered, Maverix’s silver purchase entitlement will be 50% of the remaining life of mine silver production.

 

In connection with the acquisition of the Silvertip Royalty in 2017, the Company may issue an additional 1,400,000 common shares of the Company when the Silvertip mine achieves commercial production and a cumulative throughput of 400,000 tonnes of ore through the processing plant is achieved.

 

In connection with the acquisition of a portfolio of royalties from Newmont in October 2020, the Company agreed to make certain contingent cash payments of up to $15.0 million if certain production milestones at certain assets are achieved within five years of closing the acquisition.

 

14

 

 

Outstanding Share Data

 

As at May 13, 2021, the Company had 141,216,784 outstanding common shares, 4,169,000 outstanding share purchase options outstanding with a weighted average exercise price of CAD$4.83, 302,939 outstanding restricted share units, and 10,000,000 outstanding share purchase warrants with a weighted average exercise price of $2.84.

 

Off-Balance Sheet Arrangements

 

The Company does not utilize off-balance sheet arrangements.

 

Related Party Transactions

 

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities, including any director of the Company. Compensation for key management personnel of the Company was as follows:

 

  

Three months ended

March 31, 2021

  

Three months ended

March 31, 2020

 
Compensation and benefits  $1,473   $1,266 
Share-based compensation   301    396 
Total compensation  $1,774   $1,662 

 

During the three months ended March 31, 2021 and 2020, the Company purchased $0.7 million and $0.6 million, respectively, of refined gold from Pan American at a price of $650 per ounce purchased under its La Colorada gold Stream agreement. As a consequence of its shareholding and other factors, Pan American is deemed to have significant influence over the Company.

 

Critical Accounting Judgements and Estimates

 

The preparation of the consolidated financial statements in conformity with IFRS requires the Company’s management to make judgments, estimates and assumptions that affect the amounts reported in the consolidated financial statements. Estimates and assumptions are based on management’s best knowledge of the relevant facts and circumstances. However, actual results may differ from those estimates included in the consolidated financial statements.

 

The Company’s significant accounting policies and estimates are disclosed in Notes 2 and 3 of the annual consolidated financial statements for the year ended December 31, 2020.

 

Financial Instruments

 

The Company has exposure to a variety of financial risks from its use of financial instruments. This note presents information about the Company's exposure to each of these risks, the Company's objectives, policies and processes for measuring and managing risk, and the Company's management of capital.

 

Capital Risk Management

 

The Company’s primary objective when managing capital is to maximize returns for its shareholders by growing its asset base through accretive acquisitions of royalties, streams and other interests, while optimizing its capital structure by balancing debt and equity. At March 31, 2021, the capital structure of the Company consists of $354.4 million (December 31, 2020: $341.0 million) of total equity, comprising share capital, reserves, accumulated other comprehensive income, and retained earnings, and no amounts (December 31, 2020: $32.0 million) drawn under the Company’s credit facility. The Company was not subject to any externally imposed capital requirements with the exception of complying with certain covenants under the credit facility. The Company is in compliance with its debt covenants as at March 31, 2021.

 

15

 

 

Credit Risk

 

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its liquid financial assets including cash and cash equivalents and accounts receivables in the ordinary course of business. In order to mitigate its exposure to credit risk, the Company maintains its cash and cash equivalents in several high-quality financial institutions and closely monitors its accounts receivable balances. The Company’s accounts receivable are subject to the credit risk of the counterparties who own and operate the mines underlying Maverix’s royalty portfolio.

 

Currency Risk

 

Financial instruments that affect the Company’s net income due to currency fluctuations include cash and cash equivalents, accounts receivable, investments, trade payables and other denominated in Canadian and Australian dollars. Based on the Company’s Canadian and Australian dollar denominated monetary assets and liabilities at March 31, 2021, a 10% increase (decrease) of the value of the Canadian and Australian dollar relative to the US dollar would increase (decrease) net income by $0.2 million and other comprehensive income by $0.5 million, respectively.

 

Liquidity Risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company’s approach to managing liquidity is to ensure it will have sufficient liquidity to meet liabilities when due. In managing liquidity risk, the Company considers anticipated cash flows from operations, its holding of cash and cash equivalents and its revolving credit facility. As at March 31, 2021, the Company had cash and cash equivalents of $49.3 million (December 31, 2020: $7.8 million) and working capital of $59.1 million (December 31, 2020: $35.1 million). In addition, at March 31, 2021 the Company had $120.0 million available under its credit facility.

 

Other Risks

 

The Company is exposed to equity price risk as a result of holding common shares in other mining companies. The combined fair market value as at March 31, 2021 is $5.4 million (December 31, 2020: $18.2 million). The equity prices of investments are impacted by various underlying factors including commodity prices and the volatility in global markets as a result of COVID-19 and the daily exchange traded volume of the equity may not be sufficient for the Company to liquidate its position in a short period of time without potentially affecting the market value of the equity. Based on the Company’s investments held as at March 31, 2021, a 10% increase (decrease) in the equity prices of these investments would increase (decrease) other comprehensive income by $0.5 million.

 

16

 

  

Internal Controls Over Financial Reporting

 

The Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) as certifying officers of the Company, with the participation of management under the supervision of the CEO and CFO, are responsible for establishing and maintaining internal control over financial reporting (“ICFR”) and disclosure controls and procedures (“DC&P”) as such terms are defined in National Instrument 52-109 – Certification of Disclosure in Issuer’s Annual and Interim Filings in Canada (“NI 52-109”) and under the Securities Exchange Act of 1934, as amended, in the United States.

 

The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting for external purposes in accordance with IFRS as issued by the IASB. The Company’s internal control over financial reporting includes:

 

·maintaining records, that in reasonable detail, accurately and fairly reflect our transactions and dispositions of the assets of the Company;
·providing reasonable assurance that transactions are recorded as necessary for preparation of the consolidated financial statements in accordance with IFRS as issued by the IASB;
·providing reasonable assurance that receipts and expenditures are made in accordance with authorizations of management and the directors of the Company; and
·providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on the Company’s consolidated financial statements would be prevented or detected on a timely basis.

 

The Company’s internal control over financial reporting may not prevent or detect all misstatements because of inherent limitations. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with the Company’s policies and procedures.

 

There were no changes to the Company’s internal controls over financial reporting during the three months ended March 31, 2021 that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting or disclosure controls and procedures.

 

Disclosure Controls and Procedures

 

Maverix’s DC&P are designed to provide reasonable assurance that material information relating to Maverix, including its consolidated subsidiaries, is made known to management by others within those entities, particularly during the period in which this report is prepared and that information required to be disclosed by Maverix in its annual filings, interim filings or other reported filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in the securities legislation.

 

17

 

 

The CEO and CFO have evaluated whether there were changes to the DC&P during the three months ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, the DC&P. No such changes were identified through their evaluation.

 

Limitation of Controls and Procedures

 

The CEO and CFO, in consultation with management, believe that any disclosure controls and procedures or internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

Forward-Looking Statements

 

This MD&A contains “forward-looking information” or "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking information is provided as of the date of this MD&A and Maverix does not intend to and does not assume any obligation to update forward-looking information, except as required by applicable law. For this reason and the reasons set forth below, investors should not place undue reliance on forward-looking statements.

 

Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is based on reasonable assumptions that have been made by Maverix as at the date of such information and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, limited to: the impact of general business and economic conditions; the absence of control over mining operations from which Maverix will purchase precious metals or from which it will receive stream or royalty payments, and risks related to those mining operations, including risks related to international operations, government and environmental regulation, delays in mine construction and operations, actual results of mining and current exploration activities, conclusions of economic evaluations and changes in project parameters as plans are refined; problems related to the ability to market precious metals or other metals; industry conditions, including commodity price fluctuations, interest and exchange rate fluctuations; interpretation by government entities of tax laws or the implementation of new tax laws; the volatility of the stock market; competition; risks related Maverix’s dividend policy; the potential impact of epidemics, pandemics or other public health crises, including the current outbreak of novel coronavirus (COVID-19), on the Company's business, operations and financial condition; also, those risk factors discussed in this MD&A and under the heading “Risk Factors” in the Company’s AIF for the year ended December 31, 2020 available at www.sedar.com and www.sec.gov.

 

Forward-looking information in this MD&A includes disclosure regarding payments to Maverix pursuant to Royalties and Streams by owners or operators of the underlying mining operations or projects. Forward-looking statements are based on a number of material assumptions, which management of Maverix believe to be reasonable, including, but not limited to, the continuation of mining operations in respect of which Maverix will receive Royalty payments or from which it will purchase precious or other metals, that commodity prices will not experience a material adverse change, mining operations that underlie Royalties or Streams will operate in accordance with disclosed parameters and such other assumptions as may be set out herein.

 

Although Maverix has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results to not be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Readers of this MD&A should carefully review the risk factors set out in this MD&A and those risk factors that are set out in the AIF under the heading “Risk Factors”.

 

18

 

 

Technical and Third-Party Information

 

Brendan Pidcock, P.Eng., Vice President Technical Services for Maverix and a qualified person as defined under NI 43-101 has reviewed and approved the written scientific and technical disclosure contained in this document.

 

Except where otherwise stated, the disclosure in this MD&A relating to properties and operations in which Maverix holds Royalty, Stream or other interests is based on information publicly disclosed by the owners or operators of these properties and information/data available in the public domain as at the date hereof, and none of this information has been independently verified by Maverix. Specifically, as a Royalty or Stream holder, Maverix has limited, if any, access to properties on which it holds Royalties, Streams, or other interests in its asset portfolio. The Company may from time to time receive operating information from the owners and operators of the mining properties, which it is not permitted to disclose to the public. Maverix is dependent on, (i) the operators of the mining properties and their qualified persons to provide information to Maverix, or (ii) on publicly available information to prepare disclosure pertaining to properties and operations on the properties on which the Company holds Royalty, Stream or other interests, and generally has limited or no ability to independently verify such information. Although the Company does not have any knowledge that such information may not be accurate, there can be no assurance that such third-party information is complete or accurate. Some reported public information in respect of a mining property may relate to a larger property area than the area covered by Maverix’s Royalty, Stream or other interest. Maverix’s Royalty, Stream or other interests may cover less than 100% of a specific mining property and may only apply to a portion of the publicly reported mineral reserves, mineral resources and or production from a mining property.

 

19

 

 

Exhibit 99.2

 

 

 

 

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIODS ENDED

MARCH 31, 2021 AND 2020

 

 

 

 

Maverix Metals Inc.

Condensed Consolidated Interim Statements of Financial Position

(in thousands of United States dollars)
   March 31, 2021   December 31, 2020 
Assets        
Current assets        
Cash and cash equivalents  $ 49,303   $ 7,760 
Accounts receivable   8,158    13,533 
Investments (Note 5)   5,437    18,238 
Asset held for sale   1,500    1,500 
Prepaid expenses and other   458    653 
Total current assets   64,856    41,684 
           
Non-current assets          
Royalty, stream and other interests (Notes 3&4)   295,646    334,210 
Investments (Notes 3&5)   -    1,000 
Deferred financing costs and other   853    960 
Deferred tax asset (Note 12)   692    1,753 
Total assets  $362,047   $379,607 
           
Liabilities          
Current liabilities          
Trade and other payables  $3,241   $3,285 
Deferred revenue   2,500    3,333 
Total current liabilities   5,741    6,618 
           
Non-current liabilities          
Credit facility (Note 6)   -    32,000 
Deferred tax liability (Note 12)   1,882    - 
Total liabilities   7,623    38,618 
           
Equity          
Capital and reserves          
Share capital (Note 7a)   320,248    318,530 
Reserves   10,408    10,654 
Accumulated other comprehensive income   2,928    4,326 
Retained earnings   20,840    7,479 
Total equity   354,424    340,989 
Total liabilities and equity  $362,047   $379,607 

 

Contractual Obligations (Note 15)

Subsequent Events (Note 16)

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

  ON BEHALF OF THE BOARD:

 

             “signed”              Geoff Burns, Director             “signed”             Dan O’Flaherty, Director

 

 

Maverix Metals Inc.

Condensed Consolidated Interim Statements of Income and Comprehensive Income (Loss)

(in thousands of United States dollars, except for per share and share data)
     
   Three months ended 
   March 31 
   2021   2020 
Royalty revenue (Note 13)  $6,883   $6,076 
Sales (Note 13)   6,197    3,214 
Total revenue   13,080    9,290 
           
Cost of sales, excluding depletion   (1,629)   (979)
Depletion (Note 4)   (3,539)   (3,306)
Total cost of sales   (5,168)   (4,285)
Gross profit   7,912    5,005 
           
Administration expenses (Note 8)   (1,415)   (1,346)
Project evaluation expenses (Note 8)   (1,095)   (1,242)
Income from operations   5,402    2,417 
           
Other income and expenses          
Gain on buy back of royalty interest (Note 3)   10,983    - 
Gain on conversion of debenture (Note 3)   2,410    - 
Foreign exchange loss   (44)   (204)
Other income (expense)   46    (136)
Finance expense   (294)   (831)
Income before income taxes   18,503    1,246 
           
Income tax expense (Note 12)   (3,734)   (386)
Net income  $14,769   $860 
           
Earnings per share (Note 9)          
Basic earnings per share  $0.10   $0.01 
Diluted earnings per share  $0.10   $0.01 
           
Weighted average number of common shares outstanding:          
Basic   140,775,953    119,691,047 
Diluted   147,054,535    129,742,828 
           
Other Comprehensive Income (Loss)          
Net income  $14,769   $860 
Item that will not be subsequently re-classified to net income:          
  Changes in fair value of investments, net of tax (Note 5)   (1,398)   (4,191)
Comprehensive income (loss)  $13,371   $(3,331)

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

 

Maverix Metals Inc.

Condensed Consolidated Interim Statements of Cash Flows

(in thousands of United States dollars)    
     
   Three months ended 
   March 31 
   2021   2020 
Operating activities          
Net income  $14,769   $860 
           
Depletion and amortization   3,576    3,343 
Income tax expense   3,734    386 
Share-based compensation   344    468 
Finance expense   294    831 
Unrealized foreign exchange loss and other   200    160 
Withholding and income taxes paid   (526)   (315)
Gain on buy back of royalty interest (Note 3)   (10,983)   - 
Gain on conversion of debenture (Note 3)   (2,410)   - 
Changes in non-cash working capital (Note 10)   4,481    (887)
Net cash provided by operating activities  $13,479   $4,846 
           
Investing activities          
Acquisition of royalty, stream and other interests (Note 4)   (82)   - 
Proceeds from buy back of royalty interest and other (Note 3)   49,500    - 
Proceeds from disposal of equity investments (Note 5)   11,186    - 
Right of first refusal proceeds   -    12,000 
Net cash provided by investing activities  $60,604   $12,000 
           
Financing activities          
Proceeds from credit facility (Note 6)   -    10,000 
Repayment of credit facility (Note 6)   (32,000)   (13,000)
Financing costs and interest paid   (234)   (759)
Dividends paid (Note 7e)   (1,408)   (1,196)
Proceeds from exercise of stock options (Note 7c)   1,128    147 
Net cash used in financing activities  $(32,514)  $(4,808)
           
Effect of exchange rate changes on cash and cash equivalents   (26)   (37)
Increase in cash and cash equivalents   41,543    12,001 
Cash and cash equivalents at the beginning of the period   7,760    4,828 
Cash and cash equivalents  $49,303   $16,829 

 

Supplemental cash flow information (Note 10)
 
The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

 

 

Maverix Metals Inc.
Condensed Consolidated Interim Statements of Changes in Equity
(in thousands of United States dollars, except for number of shares)
 
    Issued
shares
  Share
capital
$
  Share
warrant

reserve
$
  Share
option
reserve

$
  Accumulated
other
comprehensive
income (loss)
$
  Retained
earnings
(deficit)
$
  Total
equity
$
 
As at December 31, 2020   140,488,309   318,530   6,609   4,045   4,326   7,479   340,989  
Total comprehensive income   -   -   -   -   (1,398 ) 14,769   13,371  
Dividend declared (Note 7e)   -   -   -   -   -   (1,408 ) (1,408 )
Shares issued for options exercised (Note 7c)   664,351   1,713   -   (585 ) -   -   1,128  
Share-based compensation   1,026   5   -   339   -   -   344  
As at March 31, 2021   141,153,686   320,248   6,609   3,799   2,928   20,840   354,424  
                               
As at December 31, 2019   119,578,489   237,509   10,999   3,010   1,262   (11,074 ) 241,706  
Total comprehensive income   -   -   -   -   (4,191 ) 860   (3,331 )
Dividend declared (Note 7e)   -   -   -   -   -   (1,198 ) (1,198 )
Shares issued for options exercised (Note 7c)   178,750   317   -   (170 ) -   -   147  
Share-based compensation   9,240   35   -   433   -   -   468  
As at March 31, 2020   119,766,479   237,861   10,999   3,273   (2,929 ) (11,412 ) 237,792  

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

 

Maverix Metals Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three Month Periods Ended March 31, 2021 and 2020

(Expressed in thousands of United States dollars, unless stated otherwise)

 

1.NATURE OF OPERATIONS

 

Maverix Metals Inc. (“Maverix” or the “Company”) is incorporated and domiciled in Canada and its registered head office address is Suite 575, 510 Burrard Street, Vancouver, British Columbia, V6C 3A8, Canada. The Company’s common shares trade on the New York Stock Exchange American and Toronto Stock Exchange under the symbol “MMX”.

 

Maverix is a resource-based company that seeks to acquire and manage royalties and metal purchase agreements (a “Stream” or “Streams”) on projects that are in an advanced stage of development, on operating mines producing precious or other metals, or in some circumstances, exploration stage projects. Royalty interests (“Royalty” or collectively, “Royalties”) are non-operating interests in mining projects that provide Maverix with the right to a percentage of the gross revenue from the metals produced from the project (a “Gross Revenue Royalty” or “GRR”) or the net revenue after the deduction of specified costs (a “Net Smelter Returns Royalty” or “NSR” royalty). Under a Stream interest, Maverix makes an upfront payment to acquire the Stream and then receives the right to purchase, at a fixed or variable price per unit based on the spot price of the precious or other metal, a percentage of a mine’s production for the life of mine or a specified time period.

 

These consolidated financial statements were approved and authorized for issue by the Board of Directors of the Company on May 13, 2021.

 

2.SIGNIFICANT ACCOUNTING POLICIES

 

a)Statement of Compliance

 

These condensed consolidated interim financial statements, including comparatives, have been prepared in accordance with International Financial Reporting Standards (“IFRS”), applicable to preparation of interim financial statements including International Accounting Standard 34, Interim Financial Reporting, as issued by the International Accounting Standards Board. Accordingly, certain disclosures included in the annual financial statements prepared in accordance with IFRS have been condensed or omitted. These unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2020 (the “2020 Annual Financial Statements”).

 

The accounting policies applied in the preparation of these unaudited condensed consolidated interim financial statements are consistent with those applied and disclosed in the Company’s 2020 Annual Financial Statements. The Company’s interim results are not necessarily indicative of its results for a full year.

 

b)Basis of Preparation

 

These condensed consolidated interim financial statements have been prepared on a historical cost basis except for certain financial instruments, which are measured at fair value. The condensed consolidated interim financial statements are presented in United States dollars (“USD”), unless otherwise noted.

 

c)Estimation Uncertainty and COVID-19

 

In March 2020, the World Health Organization declared a global pandemic related to COVID-19. The current and expected impacts on global commerce are anticipated to be far reaching. To date there has been significant volatility in the stock market and in the commodity and foreign exchange markets, restrictions on the conduct of business in many jurisdictions and the global movement of people and some goods has become restricted. In the current environment, estimates and assumptions about future production, commodity prices, exchange rates, discount rates, future capital expansion plans and associated production implications at the underlying mines in which the Company holds a royalty or stream interest are subject to greater variability than normal, which could significantly affect the valuation of our assets, both non-financial and financial. As at March 31, 2021, the Company has not recorded any adjustments related to the COVID-19 pandemic.

 

 

Maverix Metals Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three Month Periods Ended March 31, 2021 and 2020

(Expressed in thousands of United States dollars, unless stated otherwise)

 

3.ROYALTY AND STREAM TRANSACTIONS

 

Hope Bay

 

In August 2019, Maverix entered into an agreement to purchase an additional 1.5% NSR royalty on the Hope Bay mine in Nunavut, Canada, previously owned and operated by TMAC Resources Inc. (“TMAC”) for a cash payment of $40.0 million (the “Additional Royalty”). Under the Additional Royalty agreement, TMAC had the right to buy back the entire Additional Royalty for a cash payment of $50.0 million in the event of a change of control transaction of TMAC (as defined in the Additional Royalty agreement) that was announced prior to June 30, 2021.

 

In February 2021, Agnico Eagle Mines Limited (“Agnico”) completed the acquisition of TMAC. Concurrent with the acquisition, Agnico provided notice to the Company and exercised the buyback right with respect to 1.5% of the total 2.5% NSR royalty the Company owned on the Hope Bay mine. As a result of the buy back, the Company received $50.0 million and recorded a gain on the buy back of the Hope Bay royalty interest of $11.0 million. The Company has retained a 1% NSR royalty on the Hope Bay mine that is not subject to any reductions.

 

Additional El Mochito Stream

 

In March 2021, Maverix converted all amounts outstanding under a $1.0 million convertible debenture into an additional 5% silver Stream on the operating El Mochito mine on the same terms as the existing El Mochito silver Stream (the “Additional Silver Stream”). The Company used a discounted cash flow model to determine the fair value of the Additional Silver Stream and recognized a $2.4 million gain on the conversion of the debenture. The discounted cash flow model used a discount rate of 10% and a silver price based on analyst metal price projections and management expectations. Upon conversion, Maverix has a 27.5% silver Stream on the El Mochito mine.

 

 

Maverix Metals Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three Month Periods Ended March 31, 2021 and 2020

(Expressed in thousands of United States dollars, unless stated otherwise)

 

 

4.ROYALTY, STREAM AND OTHER INTERESTS

 

As at and for the period ended March 31, 2021:

 

   Cost   Accumulated Depletion     
      Opening   Additions/ (Disposals)   Ending   Opening   Depletion   Disposals   Ending   Carrying Amount 
   Country   $   $   $   $   $   $   $   $ 
Beta Hunt   AUS    9,421    -    9,421    (4,763)   (158)   -    (4,921)   4,500 
Camino Rojo   MEX    40,173    -    40,173    -    -    -    -    40,173 
Cerro Blanco   GTM    16,069    -    16,069    -    -    -    -    16,069 
Cerro Casale   CHL    7,053    -    7,053    -    -    -    -    7,053 
Converse   USA    10,039    -    10,039    -    -    -    -    10,039 
DeLamar   USA    9,068    -    9,068    -    -    -    -    9,068 
El Mochito   HON    7,734    3,410    11,144    (2,638)   (373)   -    (3,011)   8,133 
Florida Canyon   USA    12,823    -    12,823    (2,901)   (191)   -    (3,092)   9,731 
Gemfield   USA    8,799    -    8,799    -    -    -    -    8,799 
Hope Bay   CAN    63,324    (40,019)   23,305    (3,621)   (121)   1,502    (2,240)   21,065 
Karma   BFA    20,080    -    20,080    (6,054)   (420)   -    (6,474)   13,606 
La Colorada   MEX    17,400    -    17,400    (4,433)   (392)   -    (4,825)   12,575 
McCoy-Cove   USA    18,553    -    18,553    -    -    -    -    18,553 
Moose River   CAN    3,700    -    3,700    (2,387)   (138)   -    (2,525)   1,175 
Moss   USA    20,283    -    20,283    (5,097)   (684)   -    (5,781)   14,502 
Mt Carlton   AUS    9,436    -    9,436    (6,742)   (184)   -    (6,926)   2,510 
Omolon   RUS    10,093    -    10,093    (3,492)   (509)   -    (4,001)   6,092 
San Jose   MEX    5,500    -    5,500    (2,893)   (235)   -    (3,128)   2,372 
Silvertip   CAN    4,340    -    4,340    (454)   -    -    (454)   3,886 
Vivien   AUS    3,301    -    3,301    (2,847)   (87)   -    (2,934)   367 
Other   Various    100,769    82    100,851    (15,426)   (47)   -    (15,473)   85,378 
Total(1)        397,958    (36,527)   361,431    (63,748)   (3,539)   1,502    (65,785)   295,646 

 

(1)Royalty, stream and other interests includes non-depletable assets of $73.8 million and depletable assets of $221.8 million.

 

 

 

Maverix Metals Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three Month Periods Ended March 31, 2021 and 2020

(Expressed in thousands of United States dollars, unless stated otherwise)

 

 

As at and for the year ended December 31, 2020:

 

   Cost   Accumulated Depletion     
      Opening   Additions/ (Disposals)   Ending   Opening   Depletion   Disposals   Ending   Carrying Amount 
   Country   $   $   $   $   $   $   $   $ 
Beta Hunt   AUS    14,875    (5,454)   9,421    (6,638)   (706)   2,581    (4,763)   4,658 
Camino Rojo   MEX    -    40,173    40,173    -    -    -    -    40,173 
Cerro Blanco   GTM    -    16,069    16,069    -    -    -    -    16,069 
Cerro Casale   CHL    7,053    -    7,053    -    -    -    -    7,053 
Converse   USA    10,039    -    10,039    -    -    -    -    10,039 
DeLamar   USA    9,068    -    9,068    -    -    -    -    9,068 
El Mochito   HON    7,710    24    7,734    (1,516)   (1,122)   -    (2,638)   5,096 
Florida Canyon   USA    12,823    -    12,823    (2,189)   (712)   -    (2,901)   9,922 
Gemfield   USA    8,799    -    8,799    -    -    -    -    8,799 
Hope Bay   CAN    63,324    -    63,324    (1,950)   (1,671)   -    (3,621)   59,703 
Karma   BFA    20,080    -    20,080    (4,062)   (1,992)   -    (6,054)   14,026 
La Colorada   MEX    17,400    -    17,400    (3,262)   (1,171)   -    (4,433)   12,967 
McCoy-Cove   USA    18,553    -    18,553    -    -    -    -    18,553 
Moose River   CAN    3,700    -    3,700    (1,544)   (843)   -    (2,387)   1,313 
Moss   USA    20,283    -    20,283    (1,617)   (3,480)   -    (5,097)   15,186 
Mt Carlton   AUS    9,436    -    9,436    (4,638)   (2,104)   -    (6,742)   2,694 
Omolon   RUS    10,076    17    10,093    (399)   (3,093)   -    (3,492)   6,601 
San Jose   MEX    5,500    -    5,500    (2,302)   (591)   -    (2,893)   2,607 
Silvertip   CAN    4,340    -    4,340    (454)   -    -    (454)   3,886 
Vivien   AUS    3,301    -    3,301    (2,593)   (254)   -    (2,847)   454 
Other   Various    83,375    17,394    100,769    (15,166)   (260)   -    (15,426)   85,343 
Total(1)        329,735    68,223    397,958    (48,330)   (17,999)   2,581    (63,748)   334,210 

 

(2)Royalty, stream and other interests includes non-depletable assets of $76.0 million and depletable assets of $258.2 million.

 

 

 

Maverix Metals Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three Month Periods Ended March 31, 2021 and 2020

(Expressed in thousands of United States dollars, unless stated otherwise)

 

5.INVESTMENTS

 

As at and for the period ended March 31, 2021:

  

Balance at

December
31, 2020

   Additions   Disposals   Fair Value Adjustments   Debenture Conversion  

Balance at

March
31, 2021

 
Short-term investments                              
Common shares(1)  $18,190   $-   $(11,187)  $(1,616)  $-   $5,387 
Warrants(2)   48    -    -    2    -    50 
Total short-term investments  $18,238   $-   $(11,187)  $(1,614)  $-   $5,437 
                               
Non-current investments                              
Convertible debenture(2)   $1,000   $-   $-   $2,410   $(3,410)  $- 
Total investments  $19,238   $-   $(11,187)  $796   $(3,410)  $5,437 

 

(1)Fair value adjustments recorded within Other comprehensive income (loss).
(2)Fair value adjustments recorded within Net income.

 

In December 2020, Northern Vertex Mining Corp. (“Northern Vertex”) announced a merger with Eclipse Gold Mining Corporation and a concurrent CAD$20.0 million financing, which closed in February 2021 (the “Financing”). As part of the Financing, the Company agreed to exercise 19.5 million share purchase warrants at CAD$0.40 per common share of Northern Vertex in December 2020 and sell the underlying common shares received for CAD$0.50 per common share for total proceeds of $7.7 million (CAD$9.8 million).

 

As at and for the year ended December 31, 2020:

  

Balance at

December
31, 2019

   Additions   Disposals   Exercise and Transfers   Fair Value Adjustments  

Balance at

December
31, 2020

 
Short-term investments                              
Common shares(1)  $-   $8,205   $(501)  $7,020   $3,466   $18,190 
Warrants(2)   -    8    -    (1,851)   1,891    48 
Total short-term investments  $-   $8,213   $(501)  $5,169   $5,357   $18,238 
                               
Non-current investments                              
Common shares(1)  $7,006   $1,519   $(1,505)  $(7,020)  $-   $- 
Convertible debenture(2)    -    1,000    -    -    -    1,000 
Warrants(2)   142    -    -    (142)   -    - 
Total non-current investments  $7,148   $2,519   $(1,505)  $(7,162)  $-   $1,000 
Total investments  $7,148   $10,732   $(2,006)  $(1,993)  $5,357   $19,238 

 

(3)Fair value adjustments recorded within Other comprehensive income (loss).
(4)Fair value adjustments recorded within Net income.

 

10 

 

Maverix Metals Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three Month Periods Ended March 31, 2021 and 2020

(Expressed in thousands of United States dollars, unless stated otherwise)

 

6.CREDIT FACILITY

 

The following table summarizes the Company’s $120.0 million revolving credit facility (“Credit Facility”) as at March 31, 2021 and changes during the period then ended:

 

   Credit Facility 
Balance at December 31, 2019  $69,000 
Proceeds   20,000 
Repayment   (57,000)
Balance at December 31, 2020   32,000 
Repayment   (32,000)
Balance at March 31, 2021  $- 

 

Amortization of the deferred financing costs related to the Credit Facility for the three months ended March 31, 2021 and 2020 were $0.1 million and $0.1 million, respectively. As at March 31, 2021 the Company was in compliance with all of the covenants related to the Credit Facility.

 

7.SHARE CAPITAL

 

a)Authorized, Issued and Outstanding shares

 

The Company is authorized to issue an unlimited number of common shares without par value and preferred shares. No preferred shares have been issued.

 

b)Share Purchase Warrants

 

A listing of the Company’s outstanding warrants as at March 31, 2021 is presented below:

 

Number outstanding   Exercise Price   Expiry Date
 5,000,000   $2.41   December 23, 2021
 5,000,000   $3.28   June 29, 2023
 10,000,000         

 

11 

 

Maverix Metals Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three Month Periods Ended March 31, 2021 and 2020

(Expressed in thousands of United States dollars, unless stated otherwise)

 

c)Share Based Payments - Share Option Plan

 

The following table summarizes stock options which were outstanding and exercisable as at March 31, 2021 and 2020 and changes during the periods then ended:

 

  

Number of Options

Outstanding

   Weighted average
exercise price per option
(CAD$)
 
Balance at December 31, 2020   4,068,884   $4.05 
Granted   827,565   $6.57 
Exercised   (664,351)  $2.18 
Balance at March 31, 2021   4,232,098   $4.84 
           
Options which have vested and are exercisable as at March 31, 2021   2,363,578   $4.01 
           
Balance at December 31, 2019   3,834,119   $3.31 
Granted   923,255   $5.17 
Exercised   (178,750)  $1.08 
Balance at March 31, 2020   4,578,624   $3.77 

 

A summary of the Company’s outstanding stock options as at March 31, 2021 is presented below:

 

Number outstanding  

Exercise Price

(CAD$)

   Expiry Date
 562,444   $2.80   April 28, 2022
 93,694   $2.80   May 30, 2022
 696,485   $3.30   May 31, 2023
 848,252   $5.18   April 3, 2024
 50,000   $6.48   August 9, 2024
 268,313   $5.83   December 12, 2024
 855,345   $5.17   March 10, 2025
 30,000   $6.54   September 24, 2025
 827,565   $6.57   March 26, 2026
 4,232,098         

 

The following are the weighted average assumptions used in the Black-Scholes Model to estimate the fair value of stock options granted for the three months ended March 31, 2021 and 2020:

 

   Three months ended 
 March 31 
   2021   2020 
Risk-free interest rate   0.5%   0.6%
Expected volatility   46%   45%
Expected life   3 years    3 years 
Expected dividend yield   0.8%   1.1%

 

The weighted-average common share price, at the time of exercise, for the options that were exercised during the three months ended March 31, 2021 was $5.21 per share (2020: $4.95 per share). The weighted average remaining contractual life of the options as at March 31, 2021 was 3.21 years (2020: 3.41 years).

 

12 

 

 

Maverix Metals Inc.

Notes to the Consolidated Financial Statements

For the Three Month Periods Ended March 31, 2021 and 2020

(Expressed in thousands of United States dollars, unless stated otherwise)

 

d)Share Based Payments –Restricted Share Unit (“RSU”) Plan

 

The following table summarizes RSUs which were outstanding as at March 31, 2021 and 2020 and changes during the periods then ended:

 

   

Number of RSUs
Outstanding

  

Weighted average fair
value per RSU
(CAD$)

 
Balance at December 31, 2020    192,694   $5.72 
Granted    110,245   $6.57 
Balance at March 31, 2021    302,939   $6.03 
            
Balance at December 31, 2019    97,027   $5.82 
Granted    74,300   $5.17 
Balance at March 31, 2020    171,327   $5.54 

 

e)Dividends

 

During each of the three month periods ended March 31, 2021 and 2020, the Board of Directors of the Company declared quarterly dividends of $0.01 per common share.

 

8.OPERATING EXPENSES BY NATURE

 

   Three months ended 
   March 31 
   2021   2020 
Compensation and benefits  $1,563   $1,514 
Corporate administration   252    271 
Listing and filing fees   118    111 
Professional fees   196    187 
Amortization   37    37 
Operating expenses before share-based compensation   2,166    2,120 
Share-based compensation   344    468 
Total operating expenses  $2,510   $2,588 

 

9.EARNINGS PER SHARE

 

Basic and diluted earnings per share is calculated based on the following:

 

   Three months ended 
   March 31 
   2021   2020 
Net income  $14,769   $860 
Basic weighted average number of shares   140,775,953    119,691,047 
Basic earnings per share  $0.10   $0.01 
           

Effect of dilutive securities

          
Warrants   4,642,579    8,390,518 
Stock options   1,543,112    1,642,861 
RSUs   92,891    18,402 
Diluted weighted average number of common shares   147,054,535    129,742,828 
Diluted earnings per share  $0.10   $0.01 

 

13 

 

Maverix Metals Inc.

Notes to the Consolidated Financial Statements

For the Three Month Periods Ended March 31, 2021 and 2020

(Expressed in thousands of United States dollars, unless stated otherwise)

 

The following table lists the weighted average number of warrants, stock options and RSUs which were excluded from the computation of diluted earnings per share because the exercise prices plus the unamortized share-based compensation per share exceeded the average market value of the common shares during the three month periods ending March 31, 2021 and 2020 of $5.31 and $4.47, respectively.

 

   Three months ended 
   March 31 
   2021   2020 
Warrants   -    - 
Stock options   75,976    531,372 
RSUs   -    - 

 

10.SUPPLEMENTAL CASH FLOW INFORMATION

 

   Three months ended 
Changes in non-cash working capital:  March 31 
   2021   2020 
Accounts receivable  $5,194   $(23)
Prepaid expenses and other   196    (8)
Trade payables and other   (76)   (856)
Deferred revenue   (833)   - 
Changes in non-cash working capital  $4,481   $(887)
           
Significant non-cash transactions:          
Conversion of debenture (Note 3)  $3,410   $- 
Settlement of receivables in equity investments   -    642 
           
Cash and cash equivalents at the end of the period:          
Cash at bank  $49,303   $16,829 

 

11.RELATED PARTY DISCLOSURES

 

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, including any director of the Company. Compensation for key management personnel of the Company was as follows:

 

   Three months ended 
   March 31 
   2021   2020 
Compensation and benefits  $1,473   $1,266 
Share-based compensation   301    396 
Total compensation  $1,774   $1,662 

 

During the three months ended March 31, 2021 and 2020, the Company purchased $0.7 million and $0.6 million, respectively, of refined gold from Pan American Silver Corp. (“Pan American”) at a price of $650 per ounce purchased under its La Colorada gold Stream agreement (Note 15). As a consequence of its shareholding and other factors, Pan American is deemed to have significant influence over the Company.

 

14 

 

Maverix Metals Inc.

Notes to the Consolidated Financial Statements

For the Three Month Periods Ended March 31, 2021 and 2020

(Expressed in thousands of United States dollars, unless stated otherwise)

 

12.INCOME TAXES

 

Income tax recognized in net income is comprised of the following:

 

   Three months ended 
   March 31 
   2021   2020 
Current tax expense  $572   $386 
Deferred tax expense   3,162    - 
Income tax expense  $3,734   $386 

 

The income tax expense differs from the amount that would result from applying the federal and provincial income tax rates to the income before income taxes due to the following:

 

   Three months ended 
   March 31 
   2021   2020 
Income before income taxes  $18,503   $1,246 
Statutory tax rate   27%   27%
Expected income tax expense  $4,996   $336 
           
Increase (decrease) due to:          
Foreign tax rate differences   117    93 
Non-deductible expenses   92    117 
Withholding taxes   176    84 
Change in unrecognized temporary differences   42    (244)
Recognition of temporary differences   (1,689)   - 
Income tax expense  $3,734   $386 

 

Deferred tax assets and liabilities

 

The following table summarizes the composition of the Company’s deferred tax assets and liabilities as at March 31, 2021 and December 31, 2020:

 

   March 31,
2021
   December 31,
2020
 
Deferred tax assets          
Non-capital losses  $-   $15,574 
Deferred revenue   692    930 
Royalty, stream and other interests   -    (14,751)
Total deferred tax assets  $692   $1,753 
           
Deferred tax liabilities          
Non-capital losses  $11,039   $- 
Investments and other   359    - 
Royalty, stream and other interests   (13,280)   - 
Total deferred tax liabilities  $(1,882)  $- 

 

15 

 

Maverix Metals Inc.

Notes to the Consolidated Financial Statements

For the Three Month Periods Ended March 31, 2021 and 2020

(Expressed in thousands of United States dollars, unless stated otherwise)

 

13.SEGMENT INFORMATION

 

For the period ended March 31, 2021:

 

  

Primary
Product

  Royalty
revenue
   Sales   Costs of
sales,
excluding
depletion
   Depletion   Gain on buy
back of
royalty
interest
   Income
before
taxes
   Cash from
(used in)
operations
 
      $   $   $   $   $   $   $ 
Beta Hunt (AUS)  Gold   2,325    -    -    (158)   -    2,167    4,299 
El Mochito (HON)  Silver   -    2,218    (542)   (373)   -    1,303    1,676 
Florida Canyon (USA)  Gold   693    -    -    (191)   -    502    643 
Hope Bay (CAN)  Gold   370    -    -    (121)   10,983    11,232    3,138 
Karma (BFA)  Gold   677    -    -    (420)   -    257    682 
La Colorada (MEX)  Gold   -    1,785    (654)   (392)   -    739    1,131 
Moose River (CAN)  Gold   316    -    -    (138)   -    178    429 
Moss (USA)  Silver   -    2,194    (433)   (684)   -    1,077    1,761 
Mt Carlton (AUS)  Gold   374    -    -    (184)   -    190    767 
Omolon (RUS)  Gold   753    -    -    (509)   -    244    - 
San Jose (MEX)  Silver   622    -    -    (235)   -    387    574 
Vivien (AUS)  Gold   680    -    -    (87)   -    593    654 
Other (Various)  Various   48    -    -    (47)   -    1    47 
Total segments      6,883    6,197    (1,629)   (3,539)   10,983    18,895    15,801 
Operating expenses      -    -    -    -    -    (2,510)   (1,451)
Foreign exchange loss and other      -    -    -    -    -    (42)   157 
Gain on conversion of debenture      -    -    -    -    -    2,410    - 
Finance expense      -    -    -    -    -    (294)   (234)
Income taxes paid      -    -    -    -    -    -    (526)
Other      -    -    -    -    -    44    (269)
Total corporate      -    -    -    -    -    (392)   (2,322)
Consolidated total      6,883    6,197    (1,629)   (3,539)   10,983    18,503    13,479 

 

16 

 

 

Maverix Metals Inc.

Notes to the Consolidated Financial Statements

For the Three Month Periods Ended March 31, 2021 and 2020

(Expressed in thousands of United States dollars, unless stated otherwise)

 

 

For the period ended March 31, 2020:

 

  

Primary

Product

  Royalty revenue   Sales   Costs of sales, excluding depletion   Depletion   Income before taxes   Cash from (used in) operations 
      $   $   $   $   $   $ 
Beta Hunt (AUS)  Gold   1,933    -    -    (201)   1,732    1,842 
El Mochito (HON)  Silver   -    266    (65)   (104)   97    201 
Florida Canyon (USA)  Gold   465    -    -    (151)   314    431 
Hope Bay (CAN)  Gold   1,209    -    -    (414)   795    798 
Karma (BFA)  Gold   700    -    -    (547)   153    568 
La Colorada (MEX)  Gold   -    1,485    (618)   (242)   625    867 
Moose River (CAN)  Gold   386    -    -    (233)   153    366 
Moss (USA)  Silver   -    1,463    (296)   (797)   370    1,166 
Mt Carlton (AUS)  Gold   341    -    -    (233)   108    406 
Omolon (RUS)  Gold   169    -    -    (123)   46    562 
San Jose (MEX)  Silver   440    -    -    (163)   277    365 
Silvertip (CAN)  Silver   -    -    -    -    -    180 
Vivien (AUS)  Gold   292    -    -    (50)   242    401 
Other (Various)  Various   141    -    -    (48)   93    154 
Total segments      6,076    3,214    (979)   (3,306)   5,005    8,307 
Operating expenses      -    -    -    -    (2,588)   (2,083)
Foreign exchange gain and other      -    -    -    -    (204)   (241)
Finance expense      -    -    -    -    (831)   (759)
Income taxes paid      -    -    -    -    -    (315)
Other      -    -    -    -    (136)   (63)
Total corporate      -    -    -    -    (3,759)   (3,461)
Consolidated total      6,076    3,214    (979)   (3,306)   1,246    4,846 

 

Non-current Assets by Geographical Region:

 

   March 31, 2021   December 31, 2020 
North America          
USA  $106,224   $107,064 
Canada   34,937    73,820 
Mexico   64,220    64,847 
South & Central America          
Guatemala   16,069    16,069 
Chile   10,073    10,073 
Peru   8,400    8,400 
Dominican Republic   5,160    5,160 
Honduras   8,134    5,097 
Other          
Burkina Faso   13,736    14,156 
Australia   8,725    9,152 
Russia   6,091    6,601 
Côte d’Ivoire   4,030    4,030 
Ghana   3,527    3,527 
Argentina   3,200    3,200 
Various   3,973    3,974 
Total(1)  $296,499   $335,170 

 

(1)Includes royalty, stream, and other interests (Note 4) and deferred financing costs and other.

 

17 

 

Maverix Metals Inc.

Notes to the Consolidated Financial Statements

For the Three Month Periods Ended March 31, 2021 and 2020

(Expressed in thousands of United States dollars, unless stated otherwise)

 

 

14.FINANCIAL RISK MANAGEMENT

 

The Company has exposure to a variety of financial risks from its use of financial instruments. This note presents information about the Company's exposure to each of these risks, the Company's objectives, policies and processes for measuring and managing risk, and the Company's management of capital.

 

Capital Risk Management

 

The Company’s primary objective when managing capital is to maximize returns for its shareholders by growing its asset base through accretive acquisitions of royalties, streams and other interests, while optimizing its capital structure by balancing debt and equity. At March 31, 2021, the capital structure of the Company consists of $354.4 million (December 31, 2020: $341.0 million) of total equity, comprising of share capital, reserves, accumulated other comprehensive income, and retained earnings, and no amounts (December 31, 2020: $32.0 million) drawn on the Company’s Credit Facility. The Company was not subject to any externally imposed capital requirements with the exception of complying with certain covenants under the Credit Facility (Note 6). The Company is in compliance with its debt covenants at March 31, 2021.

 

Credit Risk

 

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its liquid financial assets including cash and cash equivalents and accounts receivables in the ordinary course of business. In order to mitigate its exposure to credit risk, the Company maintains its cash and cash equivalents in several high-quality financial institutions and closely monitors its accounts receivable balances. The Company’s accounts receivables are subject to the credit risk of the counterparties who own and operate the mines underlying Maverix’s royalty portfolio.

 

Currency Risk

 

Financial instruments that impact the Company’s net income due to currency fluctuations include cash and cash equivalents, accounts receivable, investments, and trade and other payables denominated in Canadian and Australian dollars. Based on the Company’s Canadian and Australian dollar denominated monetary assets and liabilities at March 31, 2021, a 10% increase (decrease) of the value of the Canadian and Australian dollar relative to the USD would increase (decrease) net income by $0.2 million and other comprehensive income by $0.5 million, respectively.

 

Liquidity Risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company’s approach to managing liquidity is to ensure it will have sufficient liquidity to meet liabilities when due. In managing liquidity risk, the Company takes into account anticipated cash flows from operations, holding of cash and cash equivalents, and the amount available under the Credit Facility. As at March 31, 2021, the Company had cash and cash equivalents of $49.3 million (December 31, 2020: $7.8 million) and working capital of $59.1 million (December 31, 2020: $35.1 million). In addition, at March 31, 2021 the Company had $120.0 million available under its Credit Facility (Note 6).

 

Other Risks

 

The Company is exposed to equity price risk as a result of holding common shares in other mining companies with a combined fair market value as at March 31, 2021 of $5.4 million (December 31, 2020: $18.2 million) (Note 5). The equity prices of investments are impacted by various underlying factors including commodity prices and the volatility in global markets as a result of COVID-19 and the daily exchange traded volume of the equity may not be sufficient for the Company to liquidate its position in a short period of time without potentially affecting the market value of the equity. Based on the Company’s investments held as at March 31, 2021, a 10% increase (decrease) in the equity prices of these investments would increase (decrease) other comprehensive income by $0.5 million.

 

18 

 

Maverix Metals Inc.

Notes to the Consolidated Financial Statements

For the Three Month Periods Ended March 31, 2021 and 2020

(Expressed in thousands of United States dollars, unless stated otherwise)

 

 

Fair Value Measurements

 

The fair value hierarchy establishes three levels to classify the inputs of valuation techniques used to measure fair value. The three levels of the fair value hierarchy are described below:

 

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Investments in common shares held that have direct listings on an exchange are classified as Level 1.

 

Level 2: Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liabilities.

 

Level 3: Prices or valuation techniques that require inputs that are both significant to fair value measurement and unobservable (supported by little or no market activity).

 

The following table summarizes the Company's financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as at March 31, 2021 and December 31, 2020. In accordance with IFRS 13, Fair Value Measurements, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 

   As at March 31, 2021   As at December 31, 2020 
   Level 1   Level 2   Level 3   Level 1   Level 2   Level 3 
Common shares  $5,387   $-   $-   $18,190   $-   $- 
Warrants   -    50    -    -    48    - 
Convertible debenture   -    -    -    -    -    1,000 
Total  $5,387   $50   $-   $18,190   $48   $1,000 

 

The fair value of the Additional Silver Stream acquired by the conversion of a debenture was determined using a discounted cash flow model with unobservable inputs. As a result, the fair value of the Additional Silver Stream of $3.4 million is designated as a Level 3 fair value measurement.

 

19 

 

Maverix Metals Inc.

Notes to the Consolidated Financial Statements

For the Three Month Periods Ended March 31, 2021 and 2020

(Expressed in thousands of United States dollars, unless stated otherwise)

 

 

15.CONTRACTUAL OBLIGATIONS

 

In connection with its Streams, the Company has committed to purchase the following:

 

   Percent of life of mine production  

Per ounce cash payment:

Lesser of amount below and the then prevailing market price

(unless otherwise noted)

 
Gold Stream interests          
La Bolsa   5%  $450 
La Colorada   100%  $650 
           
           
Silver Stream interests          
El Mochito   27.5%(1)   25% of silver spot price 
Moss   100%(2)   20% of silver spot price 
           

 

(1)If 3.0 million ounces of silver are produced prior to April 1, 2022, Maverix’s silver purchase entitlement will decrease to 25% of life of mine silver production.

 

(2)After 3.5 million ounces of silver are delivered, Maverix’s silver purchase entitlement will be 50% of the remaining life of mine silver production.

 

In connection with the acquisition of the Silvertip Royalty in 2017, the Company may issue an additional 1,400,000 common shares of the Company when the Silvertip mine achieves commercial production and a cumulative throughput of 400,000 tonnes of ore through the processing plant is achieved.

In connection with the acquisition of a portfolio of royalties from Newmont Corporation in October 2020, the Company agreed to make certain contingent cash payments of up to $15.0 million if certain production milestones at certain assets are achieved within five years of closing the acquisition.

 

16.SUBSEQUENT EVENTS

 

On May 13, 2021, the Board of Directors of the Company declared a quarterly dividend of $0.0125 per common share payable on June 15, 2021 to shareholders of record as of the close of business on May 31, 2021.

 

20 

 

 

 

Exhibit 99.3

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, Daniel O’Flaherty, Chief Executive Officer of Maverix Metals Inc., certify the following:

 

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Maverix Metals Inc. (the “issuer”) for the interim period ended March 31, 2021.

 

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

5.2ICFR – material weakness relating to design: N/A

 

5.3Limitation on scope of design: N/A

 

1

 

 

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2021 and ended on March 31, 2021 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: May 14, 2021

 

(signed) “Daniel O’Flaherty  
Daniel O’Flaherty  
Chief Executive Officer  

 

2

 

 

Exhibit 99.4

 

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, Matt Fargey, Chief Financial Officer of Maverix Metals Inc., certify the following:

 

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Maverix Metals Inc. (the “issuer”) for the interim period ended March 31, 2021.

 

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

5.2ICFR – material weakness relating to design: N/A

 

5.3Limitation on scope of design: N/A

 

1

 

 

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2021 and ended on March 31, 2021 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: May 14, 2021

 

(signed) “Matt Fargey  
Matt Fargey  
Chief Financial Officer  

 

2

 

Exhibit 99.5

 

 

MAVERIX ANNOUNCES FIRST QUARTER 2021 RESULTS AND INCREASES DIVIDEND BY 25%

 

All amounts are in U.S. dollars unless otherwise indicated.

 

May 14, 2021, Vancouver, British Columbia – Maverix Metals Inc. (“Maverix” or the “Company”) (NYSE American & TSX: MMX) is pleased to announce operating and financial results for the first quarter ended March 31, 2021.

 

First Quarter 2021 Highlights

 

·Revenue of $13.1 million;

·Cash flow from operating activities, excluding changes in non-cash working capital, of $9.0 million1;

·Gold equivalent ounces (“GEOs”) sold of 7,3021;

·Average cash cost per GEO of $223, resulting in a cash operating margin of 88% or $1,568 per ounce1;

·Net income of $14.8 million, including one-time gains on a partial buy back of the Hope Bay royalty interest and conversion of a debenture;

·Adjusted net income of 5.0 million1;

·Received a cash payment of $50 million from Agnico Eagle Mines Limited (“Agnico”) for the partial buy back of 1.5% of Maverix’s royalty on the Hope Bay mine;

·Fully repaid the outstanding amount on Maverix’s revolving credit facility, leaving the Company debt free;

·Increased the silver stream on the El Mochito mine from 22.5% to 27.5%; and

·Added to the VanEck Vectors Junior Gold Miners ETF (“GDXJ”) in March 2021.

 

Dan O’Flaherty, CEO of Maverix, commented, “The first quarter of 2021 marked another milestone as Maverix was included in the GDXJ and increased revenue significantly by 41% compared to the first quarter of 2020. We are well on track to achieve our previously announced guidance of 27,000 to 30,0001 GEOs for 2021 at approximately a 90% cash margin1, with approximately 99% of expected revenue derived from gold and silver. Maverix is also pleased to have Agnico as an operating partner, as it completed the acquisition of the Hope Bay mine, in Nunavut. We look forward to Agnico applying its operating expertise to maximize the long-term value of the mine and the highly prospective surrounding land package.”

 

Summary of Quarterly Results

 

Quarter Ended

(in thousands of USD, except for GEOs and per share amounts)

  March 31, 2021   March 31, 2020 
Statement of Income and Comprehensive Income        
Royalty revenue  $6,883   $6,076 
Sales  $6,197   $3,214 
Total revenue  $13,080   $9,290 
Cash flow from operating activities  $13,479   $4,846 
Net income  $14,769   $860 
Basic earnings per share  $0.10   $0.01 
Diluted earnings per share  $0.10   $0.01 
Dividends declared per share  $0.01   $0.01 
           
Non-IFRS and Other Measures1          
Adjusted net income  $4,959   $996 
Adjusted basic earnings per share  $0.04   $0.01 
GEOs sold   7,302    5,871 
Average realized gold price per GEO  $1,791   $1,582 
Average cash cost per GEO  $223   $167 
Cash flow from operating activities, excluding changes in non-cash working capital  $8,998   $5,733 

 

For complete details please refer to the Condensed Consolidated Interim Financial Statements and associated Management Discussion and Analysis for the quarter ended March 31, 2021, available on SEDAR (www.sedar.com), EDGAR (www.sec.gov) or on Maverix’s website (www.maverixmetals.com).

 

 

 

To listen to Maverix’s President, Ryan McIntyre, discuss the Q1 results please use this link: MMX Q1 2021 Results

 

Dividend Increase

 

Maverix is pleased to announce that its Board of Directors has approved a quarterly dividend of $0.0125 per share to be paid on June 15, 2021, to shareholders of record as of the close of business on May 31, 2021. The amount of the dividend is a 25% increase from the previous dividend of $0.01 per share. Capital allocation is a critical component of being a good steward of investors’ capital and while our focus continues to be on acquiring precious metals royalties and streams we also believe it is important to have a sustainable dividend that grows with the business.

 

This dividend is designated as an "eligible dividend" for the purposes of the Income Tax Act (Canada). Dividends paid by Maverix to shareholders outside Canada (non-resident investors) will be subject to Canadian non-resident withholding taxes. The declaration, timing, amount and payment of future dividends remains at the discretion of Maverix’s Board of Directors.

 

Asset Portfolio Updates

 

El Mochito

 

During the quarter, the Company increased its silver stream on the El Mochito mine from 22.5% to 27.5%. The Company acquired the increased silver stream as a result of the conversion of a convertible debenture that was issued to Maverix last year for consenting to the acquisition of the El Mochito mine by Kirungu Corporation and a $1.0 million investment.

 

Hope Bay

 

Since acquiring the Hope Bay mine in February 2021, Agnico has been focused on optimizing the underground mine and mill operations, with a longer-term view to developing a larger scale production centre. To that end, Agnico has launched a major delineation, conversion and exploration drilling program at the Hope Bay property, using three underground rigs and three surface rigs. Agnico expects to spend $16.2 million for 69,600 metres of diamond drilling at the Hope Bay property in 2021, including $5.5 million for 29,800 metres of delineation drilling to support production at the Doris mine and $10.7 million for 39,800 metres of drilling on exploration targets around the Doris, Madrid and Boston deposits and other regional targets along the 80-kilometre-long Hope Bay greenstone belt.

 

Maverix owns a 1% NSR royalty on the Hope Bay property. For more information, please refer to www.agnicoeagle.com and see the news release dated April 29, 2021.

 

1 Maverix has included certain performance measures in this news release that do not have any standardized meaning prescribed by International Financial Reporting Standards (“IFRS”) including adjusted net income, total GEOs sold, average realized gold price per GEO, average cash cost per GEO, cash operating margin and cash flow from operating activities, excluding changes in non-cash working capital. Adjusted net income is calculated by excluding the effects of other income/expenses, impairment charges, gains/(losses) on sale or amendments of royalty and streams and unusual non-recurring items. The Company believes that adjusted net income is a useful measure of the Company’s performance because it adjusts for items which may not relate to or have a disproportionate effect on the period in which they are recognized, impact the comparability of our core operating results from period to period, are not always reflective of the underlying operating performance of our business and/or are not necessarily indicative of future operating results. The Company’s royalty revenue and silver sales are converted to a GEO basis by dividing the royalty revenue and silver sales for a period by the average gold price based on the LBMA Gold Price PM Fix per ounce for the same respective period. These GEOs when combined with the gold ounces sold from the Company’s gold streams equal total GEOs sold. Average realized gold price per GEO is calculated by dividing the total revenue by the GEOs sold. Average cash cost per GEO is calculated by dividing the total cost of sales, less depletion, by the GEOs sold. In the precious metals mining industry, these are common performance measures but do not have any standardized meaning. Cash operating margin is calculated by subtracting the average cash cost per GEO sold from the average realized gold price per GEO sold. The Company presents cash operating margin as it believes that certain investors use this information to evaluate the Company's performance in comparison to other companies in the precious metal royalty and streaming sector who present results on a similar basis. The Company has also used the non-IFRS measure of operating cash flows excluding changes in non-cash working capital. This measure is calculated by adding back the decrease or subtracting the increase in changes in non-cash working capital to or from cash provided by (used in) operating activities. The presentation of these non-IFRS measures is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Other companies may calculate these non-IFRS measures differently. The 2021 forecast herein assumes a gold price of $1,700 per ounce and a silver price of $21 per ounce. The forecast was derived using information that is available in the public domain as at the date hereof, which included guidance and estimates prepared and issued by management of the operators of the mining operations in which Maverix holds an interest. The forecast is sensitive to the performance and operating status of the underlying mines. None of the information has been independently verified by Maverix and may be subject to uncertainty. There can be no assurance that such information is complete or accurate. Maverix’s business, operations, financial condition, and financial outlook could be materially adversely affected by the continued impact of the COVID-19 global health pandemic. At this time, Maverix cannot reasonably estimate the duration of any potential business disruptions, impact to underlying operations that Maverix holds an interest in or any related financial impact that is related to or caused by COVID-19.

 

 

 

Qualified Person

 

Brendan Pidcock, P.Eng., is Vice President, Technical Services for Maverix, and a qualified person under National Instrument 43-101 – Standards of Disclosure for Mineral Projects, has reviewed and approved the scientific and technical disclosure contained in this news release.

 

About Maverix

 

Maverix is a gold-focused royalty and streaming company with a globally diversified portfolio of over 100 assets. Maverix’s mission is to increase per share value by acquiring precious metals royalties and streams. Its shares trade on both the NYSE American and the TSX under the symbol “MMX”.

 

For further information, please contact:

 

Maverix Metals Inc.

Daniel O’Flaherty, CEO & Director, or

Ryan McIntyre, President

(604) 343-6225

Email:[email protected]
Website:www.maverixmetals.com

 

Cautionary statements to U.S. investors

 

Information contained or referenced in this press release or in the documents referenced herein concerning the properties, technical information and operations of Maverix has been prepared in accordance with requirements and standards under Canadian securities laws, which differ from the requirements of US securities laws. The terms “mineral resource” and “inferred mineral resource” used in this press release or in the documents incorporated by reference herein are mining terms as defined in accordance with NI 43-101 under guidelines set out in the Definition Standards for Mineral Resources and Mineral Reserves adopted by the Canadian Institute of Mining, Metallurgy and Petroleum Council. While the terms “mineral resource”, and “inferred mineral resource” are recognized and required by Canadian securities laws, they are not recognized by SEC Industry Guide 7 and normally are not permitted to be used in reports filed with the SEC. The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the U.S. Securities Exchange Act of 1934 (the “SEC Modernization Rules”). Under the SEC Modernization Rules, the SEC will permit issuers to disclose estimates of mineral resources if certain conditions are met. Because the Company is eligible for the Multijurisdictional Disclosure System adopted by the SEC and Canadian Securities Administrators, the Company is not required to present disclosure regarding its mineral properties in compliance with the SEC Modernization Rules. Accordingly, certain information contained in this press release concerning descriptions of mineralization and mineral resources under these standards may not be comparable to similar information made public by US companies subject to reporting and disclosure requirements of the SEC.

 

Cautionary note regarding forward-looking statements

 

This release contains certain “forward looking statements” and certain “forward-looking information” as defined under applicable Canadian and U.S. securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as “may”, “will”, “should”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. The forward-looking information contained herein is provided for the purpose of assisting readers in understanding management’s current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. Forward-looking statements and information include, but are not limited to, statements with respect to the Company’s annual guidance, the payment of the declared dividend, and developments at certain of the mines, projects or properties that underlie the Company’s interests. Forward-looking statements and information are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that, while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual actions, events or results to be materially different from those expressed or implied by such forward-looking information, including but not limited to: the impact of general business and economic conditions; the absence of control over mining operations from which Maverix will purchase gold and other metals or from which it will receive royalty payments and risks related to those mining operations, including risks related to international operations, government and environmental regulation, delays in mine construction and operations, actual results of mining and current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined; accidents, equipment breakdowns, title matters, labor disputes or other unanticipated difficulties or interruptions in operations; problems inherent to the marketability of gold and other metals; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; industry conditions, including fluctuations in the price of the primary commodities mined at such operations, fluctuations in foreign exchange rates and fluctuations in interest rates; government entities interpreting existing tax legislation or enacting new tax legislation in a way which adversely affects Maverix; stock market volatility; regulatory restrictions; liability, competition, the potential impact of epidemics, pandemics or other public health crises, including the current outbreak of the novel coronavirus known as COVID-19 on Maverix’s business, operations and financial condition, loss of key employees, as well as those risk factors discussed in the section entitled “Risk Factors” in Maverix’s annual information form dated March 23, 2021 available at www.sedar.com. Maverix has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. Maverix undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on information currently available.

 

 

 

Technical and third-party information

 

The disclosure herein and relating to properties and operations on the properties in which Maverix holds royalty, stream or other interests is based on information publicly disclosed by the owners or operators of these properties and information/data available in the public domain as at the date hereof, and none of this information has been independently verified by Maverix. Specifically, as a royalty or stream holder, Maverix has limited, if any, access to properties included in its asset portfolio. Additionally, Maverix may from time to time receive operating information from the owners and operators of the properties, which it is not permitted to disclose to the public. Maverix is dependent on, (i) the operators of the properties and their qualified persons to provide information to Maverix, or (ii) on publicly available information to prepare disclosure pertaining to properties and operations on the properties on which Maverix holds royalty, stream or other interests, and generally has limited or no ability to independently verify such information. Although Maverix does not have any knowledge that such information may not be accurate, there can be no assurance that such third-party information is complete or accurate. Some information publicly reported by operators may relate to a larger property than the area covered by Maverix's royalty, stream or other interest. Maverix's royalty, stream or other interests often cover less than 100% and sometimes only a portion of the publicly reported mineral reserves, mineral resources, and production of a property.

 

 



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