2
02
1 Financial Results 
Dear Shareholders,
2021 was an excellent year for Lundin Gold
.
During our first full year of production and with the ongoing presence of COVID-19 in Ecuador, our operating and financial results have highlighted what a fantastic tier one asset Fruta
del Norte
(“FDN”)
is
, underlined by production of 428,514
ounces (“
oz
”)
of gold at an a
ll
-in sustaining cost (“
AISC
”
)1
of oz gold sold, beating guidance of 380,000-420,000 oz and AISC of oz gold sold
$762
per $770
-830
per ,
respectively, and resulting in free cash flow¹ of $268 million for the year. These operational results are underpinned
by several key milestones achieved, including expansion of the mine and mill throughput from 3,500 tpd to 4,200
tpd, on time and on budget, and a focus on plant recoveries, which have steadily improved, and which we will
continue to focus on.
While there have been many achievements in 2021 to be proud of, I am particularly pleased about our continued
strong free cash flow generation.
Cash flow is now a fundamental element of Lundin Gold’s value proposition
, and with Completion achieved under our senior debt facilities, we have greater flexibility to use this cash flow in a
variety of different ways including to support further mine and mill expansions, increased FDN and regional
exploration programs, other growth opportunities, accelerated debt repayments, and shareholder distributions.
During this past year, Lundin Gold has continued to successfully face challenges in response to the COVID-19
pandemic and has been flexible in evolving its strategy as a result of the everchanging situation. Through vaccination
campaigns by Ecuador’s Ministry of Public Health, 99.9% of the Company’s employees and on
-site contractors are
fully vaccinated and as at March 17th, over 65% have received a booster shot. As a result of the dedication and
understanding of our team during these challenging times, no COVID-19 related work stoppages occurred during
the year and Lundin Gold has not lost an employee to COVID-
19
. We also want
ed
to shine an even brighter light on our award winning ESG programs this year. With our transition to operations, our approach to sustainability evolved to reflect new challenges and opportunities. As such, we
established a 5-Year Sustainability Strategy which guides our efforts to drive sustainable development in Zamora
Chinchipe and beyond. In line with this, we have placed greater emphasis on several emerging themes, such as
climate change and resource governance, and have created a measurement framework to better understand the
true impacts of FDN and the projects we implement.
With
2021
now behind us, the Company is focused on continuing to deliver strong operating results again in 2022, by continuing to optimize and further improve our operations Gold expects to continue to generate
.
Lundin substantial free cash flow for many years to come, based on its production and AISC guidance
.
Looking towards the
future, we have identified several key areas to drive shareholder value:
1.
Operational excellence will always be a key value driver. Consistent with previously announced guidance,
Lundin Gold has guided towards 2022 gold production between 405,000-445,000 oz, based on an average
head grade of 9.8 g/t gold and average gold recovery of 89%. Cash operating costs are estimated between
$710
-780 per o
z
gold sold, and AISC
between $860-930 per oz
gold sold.
Throughout the year we willcontinue to push to improve mill recoveries and reduce cash operating and AISC costs.
2.
Generating incremental value through growth is a key focus as we move into 2022. We see this coming
from multiple channels addition to look for external growth opportunities accretive to our
.
In ing
shareholders, our focus will include further analysis of throughput expansion, resource expansion drilling
1
Certain additional disclosures for these specified financial measures have been incorporated by reference and can be found
on
page 14 of the Company's MD&A for the year ended December 31, 2021 available on SEDAR.
1
at FDN and regional exploration. Results from the 2021 regional exploration drilling program were very
encouraging and have guided the development of an expanded program in 2022, which will be overseen
by our recently appointed VP Exploration, Andre Oliveira.
3.
W
e
will also be
looking at reduction of debt and shareholder distribution as potential options given thesignificant cash flow generation. We expect to generate significant amounts of free cash flow for years to
come, which will give us flexibility to explore numerous potential value accretive initiatives for our
shareholders.
4.
Finally, but not least, our focus on ESG will continue to be a strong part of our corporate culture and
considered in every aspect of our activities. Our 5-Year Sustainability Strategy will continue to guide us in
our efforts to drive sustainable development, and we are committed to fulfilling the recommendations of
the TCFD within the area of climate change.
FDN has exceed
ed
expectations, and the Company is now generating substantial free cash flow, which can be used in numerous ways. Heading into 2022, Lundin Gold is in a very strong position to continue creating value, and I am
optimistic that our next steps will be the right ones.
As I bring this letter to a close, following the recent announcement of his retirement as both Chairman and Non-
Executive Director of the Board, I want to thank Lukas Lundin on behalf of everyone at Lundin Gold for his dedication
and invaluable contribution to the Company over the past eight years. Under his leadership, Lundin Gold acquired
the Fruta del Norte deposit in Ecuador and then developed it into one of the highest-grade producing gold mines
in the world today. From acquisition of this deposit with only preliminary studies completed, to first gold in just
under five years. As Chairman, his vision, strategic leadership and guidance have been a great benefit to
me
personally and all of us at Lundin Gold
.
Our Board of Directors has developed a succession plan to ensure a smooth transition and expects to name a new Chair of the Board following the annual meeting. Another long-standing
director, Paul McRae, will be retiring this year. On behalf of the Lundin Gold team, we would like to thank Paul for
his service on the Board, particularly on technical matters critical to Fruta del Norte during development.
Thank you for your continued support.
Yours truly,
Ron F. Hochstein
President and Chief Executive Officer
March 25, 2022
2
LUNDIN GOLD INC.
Management’s Discussion and
Analysis
Year Ended December 31, 202
1
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
INTRODUCTION
This Management’s Discussion and Analysis (“MD&A”) of
Lundin Gold Inc. and its subsidiary companies (collectively,
“Lundin Gold” or the “Company”) provides a detailed analysis of the Company’s business and compares its financial
results
for the
year ended
December 31
, 20
21
with those of the same period from the previous year.
This MD&A is dated as of
February 23
, 20
22
and should be read in conjunction with the Company’s
audited
consolidated financial statements and related notes thereto for the fiscal years ended December 31, 20
21
and 2020
.
The audited consolidated financial statements have been prepared using account
ing policies consistent with
International Financial Reporting Standards as issued by the International Accounting Standards Board (“
IFRS
”).
References to the “20
21
Year
” and “20
Year20
” relate to the years ended December 31, 20
21
and December 31, 20
20
,
r
espectively.
Other continuous disclosure documents, including the Company’s
news
releases
, quarterly and annual
reports and
annual information form regulatory authorities in Canada at
,
are available through its filings with the securitieswww.sedar.com
.
Lundin Gold, headquartered in Vancouver, Canada, owns 27 metallic mineral concessions and three construction
material concessions covering an area of approximately 64,270 hectares in southeast Ecuador, including the Fruta del
Norte gold mine (“Fruta del Norte” or “FDN”).
Fruta del Norte is comprised of seven concessions covering an area of
approximately 5,566 hectares and is located approximately 140 k
m east
-
northeast of the City of Loja. Fruta del Norte
is one of the highest
-
grade gold mines in production in the world today. The Company's board and management team have extensive expertise in mine operations and are dedicated to
operating Fruta del
Norte responsibly.
The Company operates with transparency and in accordance with international
best practices. Lundin Gold is committed to delivering value to its shareholders, while simultaneously providing
economic and social benefits to impacted commu
nities, fostering a healthy and safe workplace and minimizing the
environmental impact.
The Company believes that the value created through the operations of Fruta del Norte will
benefit its shareholders, the Government and the citizens of Ecuador.
HIGHLIGHTS
In its first full year of operations, Fruta del Norte established itself as a
world
-
class
operating
gold
mine highlighted by the production of 428,514 ounces (“oz”) of gold and sales of 427,298 oz at a low cash operating cost
1
of $632 per oz
sold and all
-
in sustaining cost (“AISC”)1
of $762 per oz, all of which beats the Compa
ny’s
2021 guidance. From this, net revenues
of $733.3 million, adjusted earnings
1
of $2
48.9
million
, and free cash flow
1
of $
268.4
million were realized
during the
year
resulting in a cash balance of $2
62.6
million at
year end
.
Through the course of the year, Fruta del Norte recoveries continued to improve and the plant expansion was completed
on time and on budget
,
which resulted in increased plant throughputof an average of 4,121 tonnes per day (“tpd”) in
the fourth quarter of 2021.
The following two tables provide an overview of key operating and financial results achieved during 2021 compared to
the same periods in 2020.
1
Refer to “Non
-IFRS Measures” section
in this MD&A
. 3
LUNDIN GOLD INC.
Management’s Discussion and
Analysis
Year Ended December 31, 202
1
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
Three months ended
December 31
,
Year
ended
December 31
,
2021
2020
2021
2020
1
Ore t
onnes mined
412,081
350,474
1,
557
,859
813,446
Tonnes milled
379,166
337,146
1,415,634
905,780
Average
mill
head grade (g/t)
9.9
10.1
10.6
9.5
Average recovery (%)
89.7
%
88.6
%
88.6
%
85.9
%
Average mill throughput (tpd)
4,121
3,665
3,878
3,355
Gold ounces produced
107,915
96,830
428,514
242,400
Gold ounces sold
108,476
106,190
427
,298
234,464
Three months ended
December 31
,
Year
ended
December 31
,
2021
2020
2021
2020
Net revenues ($’000)
186
,
440
189
,
250
733,329
358,156
2
Income from mining operations ($’000)
91
,
646
94
,
857
355,712
172,386
2
Earnings before interest, taxes,
depreciation, and amortization ($’000)³
63,113
26,327
415,588
39,979
Adjusted earnings before interest, taxes,
depreciation, and amortization
($’000)³
108,819
117,000
436,006
206,267
Net income (loss) ($’000)
28
,
789
(1,233)
221,426
(47,158)
Free cash flow ($’000)³
74,681
43,252
268,370
(8,294)
Average realized gold price ($/oz sold)
3
1,7
79
1,850
1,77
2
1,866
2
Cash operating cost ($/oz sold)
3
625
627
632
667
2
All-
in sustaining costs ($/oz sold)
3
715
747
762
77
3
2
Free cash flow per share ($)³
0.32
0.19
1.16
(0.04)
Adjusted
earnings ($‘000)
3
77,902
76,224
248,907
105,914
Adjusted earnings per share ($)
3
0.33
0.
33 1.07
0.47
1
The figures presented are for the
entire year ended
December 31, 2020 which include the two
-
month ramp up period before achieving commercial production. It should be
note
that the operations at Fruta del Norte were suspended d
during Q2 2020 due to the COVID
-
19 pandemic.2
Amount relates to the period after achievement of commercial production.
3
Refer to “Non
-
IFRS Measures” section
in this MD&A
.
4
LUNDIN GOLD INC.
Management’s Discussion and
Analysis
Year Ended December 31, 202
1
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
The difference between net income and adjusted earnings
1
for
the fourth
quarter and the 2021
Yea
r is due to
a special
one
-
time levy
of $9.7 million, mandated by the Government of Ecuador to fund the country’s COVID
-
19 response,
as
well as
non
cash derivative losses -
associated with
the gold prepay and stream facilities
fair value accounting
of $
36.0
million and $
10.7 the
quarter and the 2021 million
for
fourth
Year
, respectively. These non-
cash items are driven by
numerous factors including
expected production profile,
anticipated forward gold prices
,
and yields. Non-
cash
derivative
losses gain
(or
s) associated with
increased (or decreased) short
-
term production and anticipated increasing
(or
de
creasing) forward gold prices are recorded in the statement of operations, while non
-
cash derivative
losses
(or
gains
) associated with
de
creasing (or
in
creas
ing) yields are recorded in the statement of other comprehensive income.
These non
-
cash gains or losses are derived from complex valuation modelling and accounting treatment which are explained in more detail later in
th
MD&A. Revaluation of these obligations may result in considerable periodis
-
to
-period volatility in the Company’s net income, comprehensive income, current and long term liabilities and do not
necessarily reflect the amounts that will actually be repaid when the obligations become due.
For the year ended December 31, 2021
•
Mine and mill operations ramped up
during the latter half of 2021
as part of the expansion project to increase
throughput from 3,500 to 4,200 tpd. This resulted in 1,557,859 tonnes of ore mined and 1,415,634 tonnes of
ore processed.
•
Underground mine development exceeded budget with a total of
9,194
metres of development
completed
during the 2021
Year
.
•
The average grade of ore milled was
10.
grams per tonne (g/t) with average recovery at 6
88.6
%.
•
Gold production was
428,514
oz, comprised of
289,499
oz
in
concentrate and
139,015
oz
as
doré.•
During the
202
1
Year
,
the Company sold a total of
427,298
oz of gold
,
consisting of 284,804
oz
in
concentrate
and 142,494 oz
as doré
at an average
realized
gold price
1
of
$1,
772
per oz
for total revenues from gold sales
of $
757.2
million
. Net of treatment and refining charges, revenues for the
202
1
Yearwere $
733.3million
.
•
Cash operating costs
1
and AISC
1
for the 202
1
Year
were $
632
and $7
62
per oz of gold sold, respectively.
•
Income from mining operations was $
355.7
million
and
the Company generated
free
cash flow
1
of
$268.4
million
, or $
1.16
per share
.•
The Company
recorded
net income
221.4of $
million
in the 2021 Year
,
after deducting finance
, corporate,
exploration
, and other
87.9costs
of $
million
,
derivative losses
of
$1
0.
7
million
, and income taxes of $
35.7
million
from income from mining operations
.
•
Adjusted earnings
1
, which
exclude
a one
-
time special government levy,
derivative losses
,
and related
deferred
income tax expense,
were $
248.9
million
,
or
$1.07
per share.
Fourth
q
uarter of
2021
•
During the fourth quarter, t
he mine
delivered record performanceresulting in
412,081
tonnes of ore mined
or
4,479 tpd
.
•
U
nderground mine development
advanced
a total of 2,2 completed during the
33
metres of developmentquarter.
•
The mill processed
379,166 tonnes
of ore at an average throughput of
4,
121
tpd
during the quarter
.
•
The average
ore
grams per tonne with average recovery at 8grade milled was
9.9
9.7
continues to% which
improve quarter
-
by
-quarter
.
•
Gold production
was
107,915
oz, comprised of
75,299
concentrate and 3oz
in
2,
616
oz as
doré.
•
During the fourth quarter, the Company sold a total of 10
8,
476
oz of gold, consisting of
76,869
oz in
concentrate and
31,607
oz
as
doré at an average realized gold price
1
of $1,
779
per oz for total gross revenues
from gold sales
of $
19
3.0
million.
Net of treatment and refining charges, revenues for the
quarter
were $
18
6.4
million
.
•
Cash operating costs
1
and AISC
1
for the quarter were $
62
5
and $
715
per oz of gold sold, respectively.
•
Income from mining operations was
$9
1.
6 million
and the Company generated
free
cash flow
1
of $
74.7
million
from operations, or $0.
32
per share
.
•
Net
income
after tax
was $
28.8
million, after deducting corporate, exploration and finance costs
,
derivative
losses
.
Included in
the fourth quarter
net income is a tax recovery of $
24.0
due to the
recordingof previously
unrecognized deferred tax asset
s
. Adjusted earnings
1
for the quarter, which exclude a one
-
time special
government levy and derivative losses, were $
77.9 or
million
, $0.33
per share.
1
Refer to
-“Non
IFRS Measures” section
in t
his MD&A
.
5
LUNDIN GOLD INC.
Management’s Discussion and
Analysis
Year Ended December 31, 202
1
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
Capital Expendit
ures
Zamora River Bridge
•
The Company’s private Zamora River bridge was completed and inaugurated during the
second
quarter and
is now being used to access site.
South Ventilation Raise (“SVR”)
•
The work plan for the SVR was revised during the year to include a smaller diameter 2.1 metre raise followed
by slashing to 5.1 metres and concrete lining. Raise boring to a diameter of 2.1 metres was completed near
the end of the third quarter and the 2.1 metre raise was shotcreted early in quarter. Contractor
the fourth
award
was completed during the fourth quarter and mobilization is in progress
.
Completion of the SVR is
expected near the end of the second quarter of 2022.
Expansion Project
•
With the expansion project substantially complete in the fourth quarter, the mine and
d
on time and on budgetmill operated at or near the higher 4,200 tpd production
level
during the fourth quarter of 2021.Sustaining Capital
•
The
first and
second raise of the tailings dam were completed during the year.
•
Resource expansion drilling at Fruta del Norte advanced during the year focussed on the expansion
and
of
estimated inferred mineral
resources
at the south end of the deposit.
Health and Safety and
Community
Health
and Safety
•
The health and safety of personnel at site is of paramount importance, and stringent procedures remain in
place to minimize the impact of COVID
-
19 on the workforce. Through vaccination campaigns by Ecuador’s
Ministry of Public Health,
99.
9%
of
the Company’s employees and on
-
site contractors were fully vaccinated
as at December 31, 2021 including 5.9% who have received a booster shot
.
•
During the
fourth
quarter there were zero Lost Time Incidents and one Medical Aid Incident. FDN
reached
over
4
million hours worked without a Lost Time Incident by the end of the year
.
•
The Total Recordable Incident Rate per 200,000 hours worked as at December 31,
was 0
.46
2021
.
Community
•
The internet connectivity project for 21 local communities was completed in October 2021. Teachers now
have high speed internet connection in the school
,
students in local communities are
equipped with a tablet,
and internet speed
has be
en
upgraded using fibre optic infrastructure. This project addresses the challengesthat local schools continue to face due to the COVID
-
19 pandemic.•
Construction
, under the authority of the provincial government, of the public bridge over the Zamora River
to
replace the bridge that collapsed during the fourth quarter of 2020,
is nearing completion
. Lundin Gold has
provided the funding for this work to date. Lundin Gold has also been supporting the affected commun
ities by
assisting with transportation of people and supplies.
Financing
•
Projec
t Completion as defined under the Company’s senior debt facilities was achieved during the fourth
quarter of 202
1.
6
LUNDIN GOLD INC.
Management’s Discussion and
Analysis
Year Ended December 31, 202
1
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
Exploration
The
Company’s
regional
exploration
completed the year
with
11,136 metres drilled
in
twelve
holes spread between
the
Barbasco and Puente Suarez
-Princesa
southerntargets
in
the
basin.
At
the
Barbasco
target completed
,
holessix
were
for
5,387
metres,
with
the
inter
pretation as
follows:
•
T
he
holes
intersected Fruta andesites, Suarez and
the
late
del
Norte
basin
fill
sediments
the
Santiago
Formation
andesites
and
sediments
(the
host
rock
for
Fruta
del
Norte).•
Zones
of
epithermal alteration intersected three and multiple narrow (generally
related
were
in
all
rock
types
2
metres
or
less),
widely
spaced
epithermal
quartz and broader intervals of
-
carbonate-
sulphideveins
some
epithermal brecciation intersected. of anomalous gold,
crackle
were
also
Most
the
veins
are
mildly
in
silver
and pathfinder
the
epithermal
elements arsenic
and
antimony.
•
The
frequency of veining of epithermal increases south an
the
and
the
intensity
the
alteration
to
the
into
area
completely covered mineralization interpreted that narrow and
by
post
-rocks.
It
is
the
veins
associated
epithermal alteration
have
a
component of along
lateral
flow
from
further
south
the
eastern
edge of
the
basin.
At
the
Puente completed 5,749 spread over
-Princesa
target,six
holes
were
also
for
metres.
The
drilling
was
three
sections approximately and designed
1
apartkm
to
test
for
buried
Fruta
del
Norte
type
epithermal
systems
along
the
western
Suarez
margin.basin
•
Th
e
drilling
encountered significant of
thicknesses
cover
rocks,
including andesites
the
late
Fruta
and
Suarezbasin sediments before andesites and sediments of Santiago Formation.
fill
intersecting
the
marine
the
A
large
fault
has also
been
intersected
at
depth,
which
is
interpreted
to
have
thrust target area
the
geology
west
over Zamora
the
batholith
.•
Broad
zones
of
hydrothermal alteration intersected narrow epithermal quartz
were
and
some
-
carbonate-
sulphide
epithermal
stockwork veining and brecciation.
•
Assay
results
have
been
received
for
four
holes
and
partial
results
for
two.
Broad zones
are anomalous
in
the
key
epithermal pathfinder elements arsenic
and
antimony
but
only
narrow grade intervals
and
low
-gold
have been he intercept of 10 0.46 hole
received
in
results
so
far,
with
tbest
m
atg/t
Au from
671
m in
PCS
-2021 complete
-
009.A
table
of
results
received
to
date
can
be
found
in Lundin
Gold’s
press
release
dated
February
16
,
2022. a
For
description of quality
the
assurance
program and
quality
control
measures
applied,
please Lundin Gold’s Annual dated 2, 2021, under Company’s profile
see
Information
Form March
filed
the
on
SEDAR
atwww.sedar.com.
7
LUNDIN GOLD INC.
Management’s Discussion and
Analysis
Year Ended December 31, 202
1
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
SELECTED ANNUAL FINANCIAL INFORMATION
(Expressed in thousands of U.S. dollars, except
s
hare and per share amounts)
20
21
2020
201
9
Revenues
$
733,329
$
358,156
$
-
Income from mining operations
355,712
172,386
-
Derivative loss for the year
(10,713)
(136,984)
(93,120)
Net
income (loss)
for the year
221,426
(47,158)
(118,945)
Basic
income (
loss
per share)
$
0.95
$
(0.21)
$
(0.54)
Diluted income (loss) per share
0.94
(0.21)
(0.54)
Weighted
-
average number of common shares
outstanding
Basic
232,179,557
227,500,029
221,247,101
Diluted
234,576,889
227,500,029
221,247,101
Tota
l assets
$
1,685,113
$
1,505,360
$
1,408,961
Long
-
term debt
739
,
977
857,094
878,586
Working capital
217,221
56,603
32,800
Year ended
December 31
, 202
compared to the 1
year ended
December 31
, 20
20
The 2021 Year marked the first full year of operations at Fruta
del Norte which resulted in net revenues of $733.3 million
from sales of 427,298 oz of gold and income from mining operations of $
355.7
million.
In comparison, the 2020 Year
was impacted by the start of commercial production
effective
March
2020 which1,
was
shortly
followed by the
suspension of operations for
all
of the second quarter of 2020 due to the COVID
-
19 pandemic. As a result, lower
net
revenues of $358.2 million
from sales of 199,256 oz of gold
and income from mining operations of $172.4
million were
recognized during the 2020 Year following declaration of commercial production
.
During the 2021 Year, net income of $
221.4
million was generated compared to a net loss of $47.2 million during the
2020 Year. The net loss during the 2020 Year was principally a result of a derivative loss of $137.0 million due to a
change in fair value of the Company’s
gold prepay and stream credit facilities (explained in more detail below) and
costs
of $29.3 million
incurred during the suspension of operations in the second quarter of 2020.
Corporate administration
Corporate administration costs of $
25.5
million w
ere
incurred during the 202
1
Year
compared to $17.8
million during
the 20
20
Year
. The
in
crease of $7.7
million is mainly
attributable regulations
to
enacted in Ecuador in November 202
1
which require
s
large companies to pay a one-
time contribution
t
o
aid in
funding
the country’s COVID-
19 response,
calculated
based on a company’s net equity at the end of 2020
.
The Company
fully expensed
$9.7 million on account
of this special levy
in 2021
,
and it At the same time,
is payable in two instalments in 2022 and 2023
.
unique
to 2020
was
a payment of $2.8 million in
milestone bonuses to the Company’s senior employees for achieving commercial
production during the 2020 Year.
8
LUNDIN GOLD INC.
Management’s Discussion and
Analysis
Year Ended December 31, 202
1
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
Finance expense
Finance expense increased
during the 2020 Year by $6.0 million from $44.9 million to $50.9 million during the 2021
Year.
The increase is mainly due to the write totaling $3.7 million relating to the cost
-
off of deferred transaction costsoverrun facility (the “COF”)
.
With achievement of completion in December 2021 as defined under the senior debt facility
(the “Facility”),
the COF expired without being utilized. As a result, these costs have been expensed directly to the
Company’s statement of income.
In addition, the Company incurred finance charges totaling $1.1 million under the
gold prepay and stream facilities. Under the gold prepay and stream facilities,
the portion of
scheduled repayments
that are in excess of the principal due and balance of interest accrued to repayment date are expensed as
a finance
charge.
Derivative
gains or
esloss
Derivative gains and losses in the statement of operations and other comprehensive income are driven by the
Company’s
gold prepay and stream facilities
debt obligations
that are
classified as financial liabilities measured at fair
value. During the 2021
Y
ear
, the Company made scheduled principal and interest repayments totaling $69.3 million
under its gold prepay facility and
$
million under its stream facility, based on gold and silver prices at the time of 47.3
repayment. In addition, a further
increase
or
reduction of these debt obligations on the balance sheet
was
recognized
due to a change in their estimated fair values since December 31, 2020. This variation is recorded as derivative gain
s
or loss
es
in the statement of operations and other comprehensive income in the applicable period. The fair values calculated under the Company’s accounting policies are based on numerous estimates noted below as of the balance
sheet date and are, therefore, subject to further future variations until the debt obligations are repaid by the Company.
These debt
balances are valued using Monte Carlo simulation valuation models. The key inputs used by the Monte
Carlo simulation include: gold and silver forward
prices
, the Company’s expectation about long-
term gold yields, gold
and silver volatility, risk
-
free rate of return, risk
-
adjusted discount rate, and production expectations. Relatively small variations in
some of these inputs can give rise to significant variations in the fair value of financial liabilities; henc
e, the
large derivative gains and losses recorded in the accounts to date.
K
ey drivers of current fair values are forward gold and silver prices and the Company’s risk adjusted discount rate
as
well as the expected gold production schedule in the case of the stream
.
T
he
combined
net
impact of these three factors is
an increase in the fair value
of
the gold prepay and stream credit facilities as
described more fully below
,
partially offsettin
g the decrease from the
scheduled repayments in the year
:
•
The value of future repayments under the gold prepay and stream credit facilities are based on forward gold
and silver price estimates at time of repayment. Spot gold prices at December 31, 2021 are lower compared
to December 31, 2020 and as a result, forward prices have followed suit. This decrease is somewhat offset
by a factor for volatility.
T
estimated fair value of the debt obligations at his has resulted in a decrease in the
the current balance sheet date and the recognition of derivative gains in the statement of operations for the
2021 Period. This does not necessarily reflect the amounts that will actually be repaid when the obligations
become due in the future. While significant derivative gains or losses will continue to be recognized at each
reporting period, the potentially more significant impact of the same change in forward gold and silver prices
on the value of future production and revenue forecasts to be generated during the same periods when the
debt obligations will be repaid cannot be recognized because of the inherent uncertainty and risks associated
with actually realizing such production and sales.
•
The timing of future gold and silver production impacts the
fair
credit facilityvalue of the stream
as short
-
term
production
holds greater value than long on a present value basis. Therefore,
-
term productionif
gold
production is moved forward, the value of the stream will increase resulting in the recognition of derivative
losses in the statement of operations. The inverse occurs should production
be
moved later in the mine life. During the fourth quarter of 2021, the Company’s revised life of mine plan
reflects
overall ian
ncrease
in
gold
and silver production for the next three years which resulted in a higher fair value of the stream credit facility
and
the recognition of a derivative loss in the statement of operations.
9
LUNDIN GOLD INC.
Management’s Discussion and
Analysis
Year Ended December 31, 202
1
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
•
The discount rate used to determine the current fair value of future payments under the gold prepay and
stream credit facilities is dependent not only on the Company’s own weighted average cost of capital, but
also on market conditions.
These include inflation, economic conditions, both local and industry specific, and
other factors outside of the Company’s control. During the 2021 Period, yields and credit risk have decreased
resulting in an increase in the fair value of the gold prepay and stream credit facilities. The increase in fair
value due to a change in credit risk must be recorded as a loss in other comprehensive income rather than in
the statement of operations. The tax impact of the derivative loss in other comprehensive income during the
2021 Period must also be recorded. This results in a deferred income tax expense in the statement of
operations as an offset to the deferred income tax recovery in other comprehensive income.
10
LUNDIN GOLD INC.
Management’s Discussion and
Analysis
Year Ended December 31, 202
1
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
SUMMARY OF QUARTERLY FINANCIAL RESULTS
The Company’s
quarterly
financial statements are reported under IFRS
as applicable to interim financial reporting
. The
following table provide
s
highlights from the Company’s financial statements over
the past eight quarters (unaudited).2021
2021
2021
2021
Q4
Q3
Q2
Q1
Revenues
$
186
,
440
$
190,753
$
216,145
$
139,991
Income from mining operations
$
91
,
646
$
89,431
$
110,604
$
64,031
Derivative gain (loss) for the period
$
(
36
,001
) $
(636)
$
(25,599)
$
51,523
Net income
for the period
$
28,789
$
56,673
$
49,984
$
85,980
Basic
income (
loss
per share)
$
0.12
$
0.24
$
0.22
$
0.37
Diluted income (loss) per share
$
0.12
$
0.24
$
0.21
$
0.37
Weighted
-
average number of common
shares outstanding
Basic
233,211,843
232,723,880
231,998,447
230,751,034
Diluted
235
,
376
,672
235
,
017
,999
234,508,000
233,634,540
Additions to property, plant and equipment
$
5,266
$
20,101
$
16,157
$
12,240
Total assets
$
1,685,113
$
1,630,830
$
1,590,849
$
1,502,715
Long
-
term debt
$
739,977
$
748
,
856
$
772
,
361
$
776,881
Working capital
$
217,221
$
136,139
$
109,010
$
57,571
2020
2020
2020
2020
Q4
Q3
Q2
Q1
Revenues
$
189,250
$
118,904
$
13,146
$
36,856
Income from mining operations
$
94,857
$
62,751
$
4,442
$
10,336
Derivative loss for the period
$
(90,673)
$
(18,010)
$
(25,732)
$
(2,569)
Net income (loss) for the
period
$
(1,233)
$
27,780
$
(64,374)
$
(9,331)
Basic
income (
loss
per share)
$
(0.01)
$
0.12
$
(0.29)
$
(0.04)
Diluted income (loss) per share
$
(0.01)
$
0.12
$
(0.29)
$
(0.04)
Weighted
-
average number of common
shares outstanding
Basic
230,039,327
229,936,873
225,724,679
224,244,554
Diluted
230,039,327
233,264,544
225,724,679
224,244,554
Additions to property, plant and equipment
$
23,307
$
3,790
$
9,386
$
5,347
Total assets
$
1,505,360
$
1,452,070
$
1,407,231
$
1,403,192
Long
-
term debt
$
857,094
$
808,770
$
790,285
$
808,251
Working capital
$
56,603
$
31,172
$
(7,205)
$
39,581
11
LUNDIN GOLD INC.
Management’s Discussion and
Analysis
Year Ended December 31, 202
1
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
Three months ended
December 31
, 202
compared to the three months ended December 311
, 20
20
The Company generated net income of $
28.8
million during the
fourth quarter of 2021
compared to a loss of $
1.2
million
during the
fourth quarter of 2020
.
Net income was generated from the recognition of revenues of $186.4 million and
income from mining operations of $
91.6
million
and recognition of deferred income tax assets of $24.0 million
.
This
was offset by a derivative loss of $36.0 million and finance expense of $15.7 million as well as
a
one
-
ti
me special levy
of $9.7 million
by the Government of Ecuador
to fund the country’s COVID
-
19 response
. The loss during the fourth
quarter of 2020 was largely driven by a derivative loss of $90.7 million.
Income from mining operations
During the fourth quarter of 2021, the Company recognized revenues of $
186.4
million from the sale of
108,476
oz of
gold.
This is offset by cost of goods sold of $
94.8
million which is comprised of operating expenses of $
57.0
million;
royalties of $
10.8
million; and depletion and depreciation of $27.0
million resulting in income from mining operations of $
91.6
million.
During the same period in 2020, revenues of $
189.3 106,190
million were recognized from the sale of
oz of gold resulting in income from mining operations of $
95.0
million.
Corporate administration
Corporate administration costs
in
creased from $
2.8
million during the fourth
quarter of 2020
to $
14.7
million during the
fourth
quarter of 202
1
. This
in
crease is
mainly attributable to
a
one
-
time special
levy
of $9.7 million as explained above
and increased professional fees
.
Finance expense
Finance expense
increased from $12.9 million during the fourt
h quarter of 2020 to $15.7 million during the fourth quarter of 2021. The increase is mainly due to the write
-
off of deferred transaction costs relating to the COF of $3.7 million as explained above as well as finance charges of $1.1 million paid under the gold prepay and stream facilities
.
Derivative loss
A d
erivative loss of $
36.0
million was recorded during the
fourth
quarter of 202
1
compared to a derivative loss of $90.7
million in the
fourth
quarter of 20
20
. The derivative loss is due to the change in estimated fair values of the gold prepay, stream, and offtake facilities which are accounted for as financial liabilities measured at fair value and is fully explained
above
.
LIQUIDITY
AND CAPITAL RESOURCES
As at
December 31, 2021, the Company had cash of $2
62.6
million and a working capital balance of $217.2
million
compared to cash of $79.6 million and a working capital balance of $56.6 million at December 31, 2020.
The
change
in cash during the 2021 Period was primarily due to cash generated from operating activities of $
417.8
million and
proceeds from the exercise of stock options and anti
-
dilution rights of $18.9
million. This is offset by principal
,
interest
,
and fin
ance charge paid
under the loan facilities totalling $
190.0
million and cash outflows of $
63.1
million for capital
expenditures
which include
costs for remaining initial construction activities, the expansion project, and sustaining
capital.
Trade
receivables
The majority of trade receivables represent the value of concentrate and doré sold as at period end for which the funds
are not yet received. Consistent with industry standards, concentrate sales have relatively long payment terms and
are not fully settled until concentrates are received by the customer and related final assays confirmed, generally two
to four months after the export sale occurs. There is no recorded allowance for credit losses. In determining the
recoverability of trade receivables, the Company assesses the credit quality of the counterparty, with the concentration
of the credit risk limited due to the nature of the counterparties involved and a history of no credit losses.
12
LUNDIN GOLD INC.
Management’s Discussion and
Analysis
Year Ended December 31, 202
1
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
VAT receivables
Subject to the submission of monthly claims and their acceptance by the applicable authorities, VAT paid in Ecuador
by the Company after January 1, 2018 as a credit against other taxes payable
is
expected to be refunded or applied,
based on the level of ex
port sales in any given month.
Recoveries of VAT commenced in the fourth quarter of 2021
and
the Company expect
s to
continue to recover VAT on a
going forward basis
.
Advanced royalties
Advance royalties are deductible against future royalties on sales
payable to the Government of Ecuador at a rate equal
to the lesser of 50% of the actual future royalties payable in a six
-
month period or 10% of the total advance royalty payment.
A
portion of the advance royalty payment is classified as current assets
b
ased on expected utilization over the next twelve months
.
Inventories
Inventories have increased primarily due to increased ore stockpiles at higher grades compared to the balance at
December 31, 2020. Gold inventory is recognized in the ore stockpiles and in production inventory, comprised
principally of concentrate and do
ré at site or in transit to port or to the refinery, with a component of gold
-
in
-circuit.
The
high value of material and supplies, comprised of consumables and spare parts, reflects the Company’s assessment
of the procurement cycles due to the remoteness of FDN and the increase in delivery times due to the impact of COVID
-
19 on the global supply chain.
Investment activities
Investment activities during the 2021
Year
are comprised principally of costs for remaining initial construction activities,
the
expansion project, and sustaining capital at FDN.
Liquidity and capital resources
The Company has generated strong operating cash flow during 2021 and expects to continue to do so in 2022
based
on its production and AISC guidance.
This strong operating cash flow will support debt repayments, regional
exploration and underground expansion drilling at FDN, and planned capital expenditures.
Monthly payments under the stream facility will be based on 7.75% and 100% of gold and silver ounces sold,
respectively, calculated at the current gold and silver prices at the end of each month, less $400 and $4 per oz,
respectively.
Quarterly payments under the gold prepay facility are expected to be based on the current value of 9,775
1
oz of gold at the end of each quarter
.
is repayable in variable quarterly instalments and matures in June The Facility
2026. In addition, accelerated quarterly principal repayments based on 30% of Fruta del Norte’s excess cash flow
apply starting in 2022 with the achievement of completion in the fourth quarter 2021, for which an estimate is included
in the current portion of long
-
term debt.
1
This parameter increases to 11,500 oz and 13,225 if the gold price during the immediately preceding quarter is less
than $1,436 and $1,062, respectively.
less than
13
LUNDIN GOLD INC.
Management’s Discussion and
Analysis
Year Ended December 31, 202
1
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
FINANCIAL INSTRUMENTS
The Company’s financial instruments consist of cash
, cash equivalents
and receivables, which are categorized as financial assets at amortized cost, and accounts payable and accrued liabilities, which are categorized as
financial
liabilities at
amortized cost. The fair value of these financial instruments approximates their carrying values due to the
short
-
term nature of these instruments. In addition, the gold prepay credit facility; stream loan credit facility; and offtake
commitment have been classified as financial liabilities measured at fair value. The senior debt facilities have been
classified as a financial liability at amortized cost.
The Company’s financial instruments are exposed to a variety of financial risks by virtue of its ac
tivities.
Currency risk
Lundin Gold
is
a Canadian company
, with foreign operations in Ecuador. Revenues generated and expenditures incurred in Ecuador are
primarily denominated in U.S. dollars
, as are its loan facilities
.
However, equity capital, if
needed, is typically raised in Canadian dollars.
As such, the Company is subject to risk due to fluctuations in the
exchange rates of foreign currencies. Although the Company does not enter into derivative financial instrument
s to
manage its exposure, the Company tries to manage this risk by maintaining most of its cash in U.S. dollars.
Credit risk
Credit risk is the risk of a financial loss to the Company if a counterparty to a financial instrument fails to meet its
contractual obligations. The majority of the Company’s cash is held in large financial institution
s
with a high investment
grade rating. The Company is also subject to credit risk associated with its trade receivables. The Company manages
this risk by o
nly selling to a small group of reputable customers with strong financial statements.
Interest rate risk
The Company is subject to interest rate risk with respect to the fair value of long
-
term debt which are accounted for at fair value through profit
or
loss
and on the senior debt facilities for which interest payments are affected by movements
to the LIBOR rate.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. Cash flow
forecast
ing is performed regularly
to
monitor the Company’s liquidity requirements to ensure it has sufficient cash to meet its operational needs at all times. In addition, management is actively involved in the review, planning and
approval of significant expenditures and commitments.
Commodity price risk
The Company is subject to commodity price risk from fluctuations in the market prices
of
gold andsilver.
Commodity
price risks are affected by many factors that are outside the Company’s control
including
global or regional consumption
patterns, the supply of and demand for metals, speculative activities, the availability and costs of substitutes, inflation
,
and political and economic
conditions.
The Company has not hedged the price of any
commodity at this time.
The fair value of a portion of the Company’s trade receivables as well as its gold prepay and the stream credit facilities,
which are accounted for at fair value through profit or loss, are i
mpacted by
fluctuations of commodity pri
ces.
14
LUNDIN GOLD INC.
Management’s Discussion and
Analysis
Year Ended December 31, 202
1
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
COMMITMENTS
Significant capital expenditures contracted as at December 31, 20
21
but not recognized as liabilities are as follows:
Development
costs
202
2
$
10,877
202
3
-
202
4
-
Total
$
10,877
The Company’s sales are subject to a 5% net smelter royalty payable to the Government of Ecuador and a 1% net
revenue royalty payable to third parties.
OFF
-
BALANCE SHEET ARRANGEMENTS
During the years ended December 31, 20
21
December 31, 20and
20
there were no off
-
balance sheet
transactions.
The Company has not entered into any specialized financial arrangements to minimize its currency risk.
OUTSTANDING SHARE DATA
As at the date of this MD
&A, there were
233,4
4
0,983
common shares issued and outstanding and outstanding warrants
to purchase a total of 411,441 common shares. There were also stock options outstanding to purchase a total of
4,784,300
common shares, 335,300 restricted share units with a performance criteria, 11
0,8
00 restricted share units settled by issuance of shares, and
23,308
deferred share units.
OUTLOOK
Consistent with previously announced guidance, gold production at Fruta del Norte for 2022 is estimated to be between
405,000 to 445,000 oz based on an average throughput rate of 4,200 tpd. The head grade is estimated to average 9.
8
g/t, with fluctuations expected during the year as different sections of the ore body are mined.
Average mill recovery
for the year is estimated at 89%.
Cash operating costs
1
are estimated to range between $710 and $780 per oz of gold sold in 2022, with
variability
expected during the year.
AISC
1
for 2022 is expected to range between $860 and $930 per oz of gold sold, based on
an assumed gold price of $1,750
per
oz and silver price of $22.50
per
oz.
The projected increase in AISC
1
in 2022 can
be attributed principally to the following factors:
•
a decrease in head grade of the ore processed through the plant compared to 2021;
•
an approximate 7% increase in operating costs compared to 2021 due to higher transportation costs,
increased
maintenance for mining equipment and general inflationary pressures experienced to date on
various consumables
;
and
•
higher sustaining capital, mainly due to the planned construction of the third raise of the tailings dam, which
is larger than the two rais
es completed in 2021
, as well as the
construction of a new warehouse,
mobile
equipment purchases,
underground infrastructure,
continuation of the resource expansion drilling program
and other activities
.
These are expected to be offset by higher throughput and reduced COVID
-
19 related costs compared to 2021, and lower royalties based on the assumed gold price of $1,750 in 2022.
1
Refer to “Non
-IFRS Measures” section
in this M
D&A
15
LUNDIN GOLD INC.
Management’s Discussion and
Analysis
Year Ended December 31, 202
1
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
The SVR is the last remaining scope of work under the original FDN construction project
,
which remains on track for completion
by the end of the second quarter of 2022
.
The Company is also continuing
its regional exploration drilling program
with
16,500 metres of drillingplanned
for
the
Puente and Barbasco target area
-
Princesas.
After
initially drilling are
at
Puenta
-Princesa
, the
rigs expected
to
be
moved Southern area where interpreted of hydrothermal
to
the
Barbasco
targetit
is
the
source
th
e alteration
and
epithermal pathfinder
anomalies
at
Barbasco and
El Puma
may
exist
under
cover.
NON
-
IFRS MEASURES
This MD&A refers to certain financial measures, such as average realized gold price
per oz sold
,
EBITDA, adjusted
EBITDA,
cash operating cost per oz.
sold,
all
-in sustaining cost
free cash flow per share, and adjusted , free cash flow
,
earnings,
which are not recognized under IFRS and do not have a standardized meaning prescribed by IFRS. These
measures may differ from those made by other companies and accordingly may not be comparable to such meas
ures
as reported by other companies.
These measures have been derived from the Company’s financial statements
because the Company believes that, with the achievement of commercial production, they are of assistance in the
understanding of the results of operations and its financial position.
Average realized gold price per oz sold
Average realized gold price is a metric used to better understand the gold price realized during a period. This is
calculated as sales for the period plus treatment and refini
ng charges less silver sales divided by gold oz sold.
Three months ended
December 31
,
Year ended
December 31
,
2021
2020
2021
2020
Revenues
$
186,440
$
189,250
$
733,329
$
358,156
Treatment and refining
charges
9,
065
9,290
34,616
17,608
Less: silver revenues
(2,509)
(2,133)
(10,768)
(3,985)
Gold sales
$
192
,
996
$
196
,
407
$
757
,
177
$
371
,
779
Gold oz sold
108,476
106,190
427,298
199,256
Average realized gold price
$
1,7
79
$
1,850
$
1,77
2
$
1,8
66
16
LUNDIN GOLD INC.
Management’s Discussion and
Analysis
Year Ended December 31, 202
1
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
EBITDA and Adjusted EBITDA
Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) is a metric used to better understand the
financial performance of the Company by computing earnings from business operations without including the effects of
capital structure, tax rates and depreciation. Adjusted EBITDA is EBITDA excluding i
tems which are considered not
indicative of underlying business operations.
Three months ended
December 31
,
Year ended
December 31
,
2021
2020
2021
2020
Net income (loss) for the period
$
28,789
$
(1,233)
$
221,426
$
(47,158)
Adjusted for:
Finance expense
15,748
12,932
50,928
44,942
Income tax expense
(8,
441
) (13,216)
35,675
(13,216)
Depletion and depreciation
27
,
017
27
,
844
107,559
55,411
EBITDA
$
63
,
113
$
26
,
327
$
415
,
588
$
39
,
979
Suspension of operations
-
-
-
29,304
Special government levy
9,705
-
9,705
-
Derivative loss
36,001
90,673
10,713
136,984
Adjusted EBITDA
$
108
,
819
$
117
,
000
$
436
,
006
$
206
,
267
Adjusted
Earnings and adjusted basic earning per share
Adjusted earnings and adjusted basic earnings per share
can be
used to measure and evaluat
may assist in
ing
operating
earning trends in comparison with results from prior periods
by
excluding
specific items th
at are significant,
but not reflective of the underlying operati
ng activities
of the Company
. Presently, these include
costs incurred during
the suspension of operations in 2020, a special one and derivative gains or losses, and
-
time government levy in 2021,related income tax effects, from accounting for the gold prepay and stream facilities at fair value. Adjusted basic
earnings per share is calculated using the weighted average number of shares outstanding under the basic method of
earnings per share as determined under IFRS.
Three months ended
December 31
,
Year ended
December 31
,
2021
2020
2021
2020
Net income (loss) for the period
$
28,789
$
(1,233)
$
221,426
$
(47,158)
Adjusted for:
Suspension of operations
-
-
-
29,304
Special government levy
9,705
-
9,705
-
Derivative loss
36,001
90,673
10,713
136,984
I
ncome tax expense
(recovery) from accumulated other
comprehensive income
3,
407
(13,216)
7,063
(13,216)
Adjusted earnings
$
77
,
902
$
76
,
224
$
248
,
907
$
105
,
914
Basic weighted average shares
outstanding
233,211,843
230,039,327
232,179,557
227,500,029
Adjusted basic earnings per
share
$
0.33
$
0.
33
$
1.07
$
0.47
17
LUNDIN GOLD INC.
Management’s Discussion and
Analysis
Year Ended December 31, 202
1
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
Cash operating cost per oz
Cash operating cost per oz sold, combined with revenues, can be used to evaluate the Company’s performance and
ability to generate operating income and cash flow from operating activities. Cash operating costs include operating
expenses and royalty expenses from March 1, 2020 after the achievement of commercial production.
Three months ended
December 31
,
Year ended
December 31
,
2021
2020
2021
2020
Operating expenses
$
57
,
013
$
55
,
527
$
227,436
$
112
,
132
Royalty expenses
10
,
773
11,030
42,657
20,750
Cash operating costs
$
67
,
786
$
66
,
557
$
270
,
093
$
132
,
882
Gold oz sold
108,476
106,190
427,298
199,256
Cash operating cost per oz sold
$
625
$
627
$
632
$
667
All-
in sustaining cost
AISC provides information on the total cost associated with producing gold since March 1, 2020 and has been
calculated on a basis consistent with historic news releases by the Company.
The Company calculates AISC as the sum of total cash
operating
costs (as described above), corporate social
responsibility costs, treatment and refining charges, accretion of restoration provision
, and sustaining capital
,
less
silver
revenue, all divided by the gold ounces sold to arrive at a per o
z
amount.
Other companies may calculate this measure differently as a result of differences in underlying principles and policies
applied.
Three months ended
December 31
,
Year ended
December 31
,
2021
2020
2021
2020
Cash operating costs
$
67,786
$
66
,
557
$
270,093
$
132
,
882
Corporate social responsibility
239
197
1,170
814
Treatment and refining charges
9,
065
9,290
34,616
17,608
Accretion of restoration provision
26
10
106
39
Sustaining capital
2,
967
5,374
30,299
6,
638
Less: silver revenues
(2,509)
(2,133)
(10,768)
(3,985)
All-
in sustaining cost
$
77
,
574
$
79
,
295
$
325
,
516
$
153
,
996
Gold oz sold
108,476
106,190
427,298
199,256
All-
in sustaining cost
per oz sold
$
715
$
747
$
762
$
773
18
LUNDIN GOLD INC.
Management’s Discussion and
Analysis
Year Ended December 31, 202
1
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
Free cash flow and free cash flow per share
Free cash flow is indicative of the Company’s ability to generate cash from operations after consideration for
required
capital expenditures
necessary to maintain operations
, including related VAT impact
and interest paid on its debt
obligations
.
Three months ended
December 31
,
Year ended
December 31
,
2021
2020
2021
2020
Net cash provided by operating
activities
$
108
,
006
$
95
,
019
$
417,752
$
113,644
Net cash used for investing activities
(
8,786
) (
32,491
) (
63,109
) (
79,644
) Interest paid
(23,477)
(19,276)
(85,211)
(42,294)
Finance charge paid
(1,062)
-
(1,062)
-
Free cash flow
$
74
,
681
$
43
,
252
$
268
,
370
$
(8,294)
Basic weighted average shares
outstanding
233,211,843
230,039,327
232,179,557
227,500,029
Free cash flow
per share
$
0.32
$
0.19
$
1.16
$
(0.04)
CRITICAL ACCOUNTING ESTIMATES
The Company's significant accounting policies are
presented in
Note 3
in the Notes to the audited consolidated financial
statements for the year ended December 31, 20
21
.
The preparation of consolidated financial statements requires management to make judgments, estimates and
assumptions that affect the application of policies and reported amounts of assets and liabilities, and expenses. The
estimates and associated assumptions are based on historical experience and various other factors that are believed
to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying
values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these
estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the
revision and further periods if the review affects both current and futur
e periods.
Significant assumptions about the future and other sources of estimation uncertainty that management has made at
the end of the reporting period that have a significant risk of resulting in a material adjustment to the carrying amounts
of assets and liabilities in the event that the actual results differ from assumptions made, relate to, but are not limited
to, the following:
19
LUNDIN GOLD INC.
Management’s Discussion and
Analysis
Year Ended December 31, 202
1
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
Mineral reserves and resources
The Company estimates its mineral reserves and resources based on information compiled and reviewed by qualified
persons as defined in accordance with NI 43
-
101 requirements. The estimation of mineral reserves and resources requires judgment to interpret geological data and metallurgical testing, design of appropriate m
ining methods, recovery
methods and establishment of a life of mine production schedule. The estimation of recoverable reserves is also based
on assumptions such as capital costs, operating costs and metal pricing. New geological data or changes in the a
bove
assumptions may change the economic viability of reserves and may, ultimately, result in the reserves being revised.
Changes in the reserve or resource estimates may impact the fair value of financial instruments, the valuation of
property, plant and equipment and mineral properties, the depletion and depreciation of property, plant and equipment
and mineral properties, utilization of tax losses and decommissioning and site restoration provisions.
Fair value of financial instruments
The fair value of financial instruments that are not traded in an active market are determined using valuation techniques.
The Company uses its judgment to select a variety of methods and makes
significant
assumptions that are mainly
based on market conditions existing at initial recognition and at the end of each reporting period. Refer to
Note
19
of
the audited consolidated financial statements for the year ended December 31, 20
21
for further details on the methods and assumptions utilized.
Commercial production
The determination of when a mine is capable of operating in the manner intended by management (referred to as
“commercial production”) is a matter of significant judgement. In making this determination, management
consider
ed
specific facts and circumstances. These factors include
d
, but we
not limited to, whether substantially all construction re
development activities
ha
d
been completed in accordance with design and a period of commissioning which
achieve
d
consistent operating results for a period of time in relation to
design
capacity.
Ass
essment of
impairment indicators
Management applies significant judgement in assessing whether indicators of impairment exist for a cash generating
unit which would necessitate impairment testing. Internal and external factors such as significant changes
in the use
of the asset, commodity prices, foreign exchange rates, capital and production forecasts, mineral reserve and resource
quantities, and discount rates are used by management in determining whether there are any indicators. As at
December 31, 2021, management did not identify any impairment indicators on the Company’s mineral properties,
property, plant, and equipment.
Utilization of tax losses
The Company is subject to income taxes in a number of jurisdictions and has
carry-
forward losses and other tax attributes that have the potential to reduce tax payments in future years. Judgment is required in determining whether
deferred tax assets are recognized in the consolidated financial statements. Deferred tax assets are recognized for all
deductible temporary differences, carry
-
forward of unused tax credits and tax losses to the extent it is probable future taxable earnings will be available against which they can be utilized. Management is required to assess whether it i
s
probable that the Company will benefit from these prior losses and other deductible temporary differences. Changes
in economic conditions, metal prices and other factors could result in revisions to the estimates of the benefits to be
realized or the timing of utilization of the losses.
Decommissioning and site restoration
provisions
The Company has obligations for site restoration and decommissioning related to Fruta del Norte. The future
obligations for decommissioning and site restoration activities are estimated by the Company using mine closure plans
or other similar studies which outline the requirements that will be carried out to meet the obligations.
The provision
for
decommissioning and site restoration is remeasured at the end of each reporting period for changes in estimates
or circumstances. Changes in estimates or circumstances include changes in legal or regulatory requirements,
increased obligations arising from additional mining and exploration activities, changes to cost estimates, and changes
to risk
-
free interest rates
.20
LUNDIN GOLD INC.
Management’s Discussion and
Analysis
Year Ended December 31, 202
1
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
QUALIFIED PERSON
The technical information relating to Fruta del Norte contained in this MD&A has been reviewed and approved by Ron
Hochstein P. Eng, Lundin Gold’s President & CEO who is a Qualified Person under NI 43
-
101. The disclosure of
exploration information contained in this
MD&A
was
prepared by Stephen Lea
ry
, MAusIMM CP(Geo)
,
a consultant to
the Company, who is a Qualified Person in accordance with the requirements of NI 43
-
101.
FINANCIAL INFORMATION
The report for
the
three monthsended
March
31
, 20
22 is expected to be published on or about
May
3
, 20
22. DISCLOSURE CONTROLS AND INTERNAL CONTROLS OVER FINANCIAL REPORTING
Disclosure controls and procedures
Disclosure controls and procedures are designed to provide reasonable assurance that information required to be
disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities
legislation is record
ed, processed, summarized and reported within the time periods specified in the securities
legislation and include controls and procedures designed to ensure that information required to be disclosed by the
Company in its annual filings, interim filings or
other reports filed or submitted under securities legislation is accumulated
and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required discl
osure.
Management, including the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the
design and operation of the Company’s disclosure controls and procedures. As of December 31, 20
21
, the Chief
Executive Officer and Chief Financial Officer have each concluded that the Company’s disclosure controls and
procedures, as defined in NI 52
-
109
Certification of-
Disclosure in Issuer’s Annual and Interim Filings, are effective to
achieve the purpose for which they have been designed.
Internal controls over financial reporting
Internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements in accordance with IFRS. Management is also
responsible for the design of
the Company’s internal control over financial reporting in order to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with IFRS.
The Company’s in
ternal controls over financial reporting include policies and procedures that: pertain to the
maintenance of records that, in reasonable detail accurately and fairly reflect the transactions and disposition of assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial
statements in accordance with IFRS and that receipts and expenditures are being made only in accordance with
authorization of management and directors of the Company; and provide rea
sonable assurance regarding prevention
or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the
financial statements.
Management, including the Chief Executive Officer and Chief Financial Officer, has evaluated the
effectiveness of the
design and operation of the Company’s internal controls over financial reporting.
As of December 31, 20
21
, the Chief
Executive Officer and Chief Financial Officer have each concluded
that the Compa
ny’s internal controls over financial
reporting, as defined in NI 52
-
109
Certification of-
Disclosure in Issuer’s Annual and Interim Filings, are effective to
achieve the purpose for which they
have been designed.
Because of their inherent limitations,
internal controls over financial reporting can provide only
reasonable assurance
and may not prevent or detect misstatements.
Furthermore, 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 that the
degree of compliance with the policies or
procedures may deteriorate.
21
LUNDIN GOLD INC.
Management’s Discussion and
Analysis
Year Ended December 31, 202
1
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
RISK FACTORS
There are a number of factors that could negatively affect Lundin Gold’s business and the value of on shares
its comm
,
including the factors listed below. The following information pertains to the outlook and conditions currently known to
Lundin Gold that could have a material impact on the financial condition of the Company. Other factors may arise that
are not currently foreseen by management of Lundin Gold that may present additional risks in the future. Current and
prospective security holders of Lundin Gold should carefully consider these risk factors.
Community Relations
The Company’s relationships with communities near where it operates and other stakeholders are critical to ensure the
future success of Fruta del Norte and the exploration and development of the Company’s other concessions. The
Company’s mineral concessions, including Fruta del Norte, are located near rural communities, some of which contain
groups that have been opposed to mining activities from time to time in the past, which may affect the operations at
Fruta del Norte and its exploration and development activities on its other concessions in the short and long term.
Furthermore, local communities may be influenced by external entities, groups or organizations opposed to mining
activities. In recent years, anti
-
mining nongovernmental organization (NGO
) and indigenous group activities in Ecuador have increased. These communities, NGOs and indigenous groups have taken such actions as civil unrest, road
closures, work stoppages and legal challenges. Such actions may have a material adverse effect on Lundi
n Gold’s
operations at Fruta del Norte and on its exploration activities and on its financial position, cash flow and results of
operations. While the Company is committed to operating in a socially responsible manner, there can be no assurance
that the Co
mpany’s efforts in this respect will mitigate against this potential risk.
Instability in Ecuador
The Company is subject to certain risks and possible political and economic instability specific to Ecuador, arising from
change of government, political un
rest, labour disputes, invalidation of government orders, permits or property rights,
legal proceedings and referendums seeking to suspend mining activities, unsupportive local and regional governments,
risk of corruption, military repression, war, civil disturbances, criminal and terrorist acts, hostage taking, changes in
laws, expropriation, nationalization, renegotiation or nullification of existing concessions, agreements, licenses or
permits and changes to monetary or taxation policies. The occurrence of any of these risks may adversely affect the
mining industry, mineral exploration and mining activities generally or the Company and could result in the impairment
or loss of mineral concessions or other mineral rights.
Exploration, development or operations may also be affected to varying degrees by government regulations with
respect to, but not limited to, restrictions on future exploration,
development
and production, price controls, export
controls, income taxes, labour and immigration, and by delays in obtaining or the inability to obtain necessary permits,
opposition to mining from environmental and other non
-
governmental organizations, limitations on foreign ownership, expropriation of property, ownership of assets, environmental legislation, labour relations, limitations on repatriation of
income and return of capital, high rates of inflation, increased financing costs and site safety. These factors may affect
both Lundin Gold’s ability to undertake exploration and development activities in respect of future properties in the
manner contemplated, as well as its ability to continue to explore, develop and operate those properties in which it has
an interest or in respect of which it has obtained exploration and development rights to date.
In 2021, Ecuador elected a new president, Guillermo Lasso, from the conservative Creando Opportunidades (CREO)
party. CREO holds a minority position in the National Assembly, which is dominated by left
-
of
-
centre parties. As such,
President Lasso has been unable to implement his political agenda. President Lasso's opponents, who have conflicting
views on a number of policy areas which are critical to the Company’s business, such as tax, labour and mining
-
related
matters, are unlike
ly to support reforms and other initiatives that advance the Company’s interests. In addition, recent
decisions of the Constitutional Court of Ecuador have created significant uncertainty regarding ability to permit
exploration activity near protected for
ests and the need to carry out consultation activities prior to the start of any
activities.
22
LUNDIN GOLD INC.
Management’s Discussion and
Analysis
Year Ended December 31, 202
1
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
Shifts in political attitudes or changes in laws that may result in, among other things, significant changes to mining laws
or any laws, regulations or policies are beyond the control of Lundin Gold and may adversely affect its business. The
Company faces the risk that governments or courts may adopt substantially different policies or interpretation of laws,
which might extend to the expropriation of assets or increased government participation in the mining sector. In addition,
changes in resource development or investment policies, increases in taxation rates, higher mining fees and royalty
payments, revocation or cancellation of mining concession rights or shifts in political attitudes in Ecuador may adversely
affect Lundin Gold’s business.
Forecasts relating to production, cash flow and costs
Lundin Gold provides estimates of future production (including production rate, gold grade and milling recovery
estim
ates), future cash flow (including free cash flow estimates) and future costs for Fruta del Norte, including all
-
in
-sustaining cost (AISC) estimates. No assurance can be given that production
-
related and financial-
related estimates
will be achieved. Estimates are based on, among other things: the accuracy of Mineral Reserve and Mineral Resource
estimates and related information, analyses and interpretations (including with respect to any updates or anticipated
updates); the accuracy of assumptions, including assumptions about Lundin Gold’s business and operations and that
no significant event will occur outside of normal course of business and operations and assumptions about commodity
prices (including the price of gold); ore grades and recovery rates, g
round conditions, metallurgical characteristics; the
accuracy of estimated rates and costs of mining and processing and mill availability; the completion of the south
ventilation raise; the receipt and maintenance of permits; and estimates of capital expen
ditures.
Failure to achieve production, gold grade, cash flow and cost estimates could have an adverse impact on the
Company’s future cash flows, earnings, results of operations and financial condition. The Company’s economic
performance forecasts, inclu
ding cash flow forecasts, operating costs and AISC, may be impacted by the production
outlook. Failure to meet these production targets will have an adverse effect on cash flows, earnings and the Company’s
overall financial condition. Actual production, production rate, gold grade, milling recovery, cash flow and costs may
vary from estimates for a variety of reasons, including, among other things: actual ore mined varying from estimates of
grade, tonnage, dilution, metallurgical and other characteristics;
short
-
term operating factors relating to the Mineral
Reserves, such as the need for sequential development of ore bodies and the processing of new or different ore grades;
changes in commodity prices (primarily the price of gold); mine or equipment failures, risk and hazards associated with
mining; natural phenomena, such as extreme weather conditions, underground floods, earthquakes, ground control
issues, rock bursts and cave
-
ins; encountering unusual or unexpected geological conditions; shortages of principal
supplies needed for mining and milling operations, including explosives, fuels, chemical reagents, water, power,
equipment parts and lubricants; plant and equipment failure
;
and other risks which impact operations and financial
performance outlined i
n these “Risk Factors”.
Pandemic Virus Outbreak
Disruptions caused by pandemics, epidemics
or disease outbreaks, in locations in which Lundin Gold operates or
globally, could materially adversely affect the Company’s business, operations, financial results and forward
-
looking
expectations.
Over the last two years, aspects of the Company’s operations have been impacted by COVID
-
19 for a variety of
reasons, such as government and other restrictions on transportation and the mobility of personnel and mandatory
quarantine periods and border closures. The degree of restrictions imposed by governments and others in the future
will depend upon the containment of the virus around the world. Possible impacts of the continuing or worsening spread
of COVID
-
19, including new variants of the virus, may
include mandated or voluntary closures of operations, illness
among the Company’s workforce, restricted mobility of personnel, interruptions in the Company’s logistics and supply
chain, delay at or closure of the Company’s refining and smelting service providers and global travel restrictions, all of
which could disrupt the Company’s operations and negatively impact its financial performance of the value of its
common shares
. The ultimate economic viability of the Company’s business is impacted by its ability to operate Fruta
del Norte and/or to maintain adequate liquidity through potential sources of financing.
There can be no assurance that the Company’s strategies to address potential disruptions will mitigate these risks or
the adverse impacts to Lundin Gold’s business, operations and financial results. In addition, disruptions related to
COVID
-
19 have had, or could have, the effect of heightening many of the other risks described in this section.
23
LUNDIN GOLD INC.
Management’s Discussion and
Analysis
Year Ended December 31, 202
1
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
Mining Operations
The Company’s operations can be subject to risks and hazards that are inherent in the mining industry, including, but
not limited to, unanticipated variations in grade and other geological problems, underground conditions, backfill quality
or availability, metallurgy, ore hardness and other processing issues, critical equipment or process failure, the lack of
availability of input materials and equipment, disruption to power supply, geotechnical incidents such as ground
subsidence or landslides, accidents, labour force disruptions, supply chain/logistics disruptions, force majeure events,
, unanticipated transportation disruptions or costs, consumable prices or availability and weather conditions, any of
which can materially and adversely affect, among other things, the safety of personnel, production quantities and rates,
costs and expenditures, contractual obligations and financial covenants.
Consequently, there is a risk that Fruta del Norte may encounter problems or be subject to delays or suspensions
resulting from these operating risks which could occur and which may have material adverse consequences for Lundin
Gold, including its operating results, cash flow and financial condition.
Ability to Maintain Obligations or Comply with Debt
Lundin Gold is subject to restrictive covenants under the Prepay and Stream Loans and the Senior Facility. The
Company’s project financing is secured by a first ranking charge over the assets of the Operating Subsidiaries, by a
pledge of the shares of the Operating Subsidiaries, by limited recourse guaranty from Lundin Gold and guarantees of
the Operating Subsidiaries. In addition, Lundin Gold may from time to time enter into other arrangements to borrow
money to fund its operations at Fruta del Norte or the exploration and development activities on its oth
er concessions,
and such arrangements may include covenants that have similar obligations or that restrict its business in some way.
Events may occur in the future, including events out of Lundin Gold's control, that could cause Lundin Gold to fail to
sat
isfy its obligations under the Prepay and Stream Loans, the Senior Facility or other debt instruments that may arise.
In such circumstances, amounts drawn under Lundin Gold's debt agreements may become due and payable before
the agreed maturity date, and Lundin Gold may not have the financial resources to repay such amounts when due. If
Lundin Gold were to default on its obligations under either the Prepay and Stream Loans or the Senior Facility or other
secured debt instruments in the future, the lender(s)
under such debt instruments could enforce their security and seize
Lundin Gold’s assets.
Shortages of Critical Resources
Disruptions in the supply of products or services required for the Company’s activities could adversely affect the
Company’s operations, financial condition and results of operations. This may be the result of industry
-
wide shortages
of certain goods or services, interruption in supplier operations or in transportation methods of certain goods,
interruptions in international logistics,
the risk of failure of certain long
-
lead items or the failure to obtain necessary
permits for the supply of regulated goods. The Company’s costs may also be affected by the prices of commodities
and other inputs it consumes or uses in its operations. The prices and availability of such commodities and inputs are
influenced by supply and demand trends and logistics issues affecting the mining industry in general and other factors
outside the Company’s control. Increases in the price for materials consumed i
n the Company’s mining and production
activities could materially adversely affect the Company’s results of operations and financial condition.
Control of Lundin Gold
As at the date hereof, Newcrest and the Lundin Family Trust are control persons of Lund
in Gold. As long as these
shareholders maintain their significant positions in Lundin Gold, they will have the ability to exercise influence with
respect to the affairs of Lundin Gold and significantly affect the outcome of matters upon which shareholders
are entitled
to vote. In addition to being a control person of Lundin Gold, Newcrest is also a secured lender of the Company, having
acquired the Prepay and Stream Loans in 2020. As such, Newcrest has additional influence over Lundin Gold’s
business.
As a result of the holdings in the Company of control persons, there is a risk that the Company’s securities are less
liquid and trade at a relative discount compared to circumstances where these persons did not have the ability to
influence or determine matters affecting Lundin Gold. Additionally, there is a risk that their significant interests in Lundin
Gold discourages transactions involving a change of control of Lundin Gold, including transactions in which an investor,
as a holder of the Company’s sec
urities, would otherwise receive a premium for its Company’s securities over the then
-
current market price.
24
LUNDIN GOLD INC.
Management’s Discussion and
Analysis
Year Ended December 31, 202
1
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
Environmental Compliance
All of Lundin Gold’s exploration, development and production activities are subject to extensive
environmental
regulation. These regulations address, among other things, the emissions into the air, discharges into water,
management of waste, management of tailings, management and shipment of hazardous substances, protection of
natural resources, antiquities and endangered species and reclamation of lands disturbed by mining operations.
Some laws and regulations may impose penalties for environmental contamination, which could subject the Company
to liability for the conduct of others or for its own actions that followed all applicable laws at the time such actions were
taken. Environmental legislation is evolving in a manner that will result in stricter standards and enforcement, increased
fines and penalties for non
-
ry shutdown of a portion or all of the operations at Fruta compliance, potential for a tempora
del Norte until non
-
compliance is corrected, more stringent environmental assessments of proposed projects and mine closure plans and a heightened degree of responsibility for companies and their officers, directors and employees. Any
future changes in environmental regulation could adversely affect the Company’s ability to conduct its operations.
The Company may need to address contamination at Fruta del Norte or its exploration properties in the future, either
for existing environmental conditions or for leaks or discharges that may arise from the Company’s ongoing operations
and activities or from those of third parties, such as contractors, artisanal miners or others accessing Lundin Gold’s
prop
erties. Contamination from hazardous substances at any of Lundin Gold’s properties may subject it to material
liability for the investigation or remediation of contamination, as well as for claims seeking to recover for related propert
y
damage, personal i
njury or damage to natural resources.
Infrastructure
Mining operations, development and exploration activities depend, to one degree or another, on adequate
infrastructure. Reliable roads, bridges, ports and power sources are important elements of infrastructure, which affect
capital and operating costs. The lack of availability on acceptable terms or the delay in the availability of any one or
more of these items could prevent or delay or otherwise adversely impact the Company’s exploration, development or
operating activities. If adequate infrastructure is not available in a timely manner, there is a risk that (i) the operations
at Fruta del Norte will not achieve anticipated production, (ii) the operating costs associated with Fruta del Norte will be
higher than anticipated, or (iii) the Company’s explorati
on and development activities will be not carried out as
anticipated, or at all. Furthermore, unusual or infrequent weather phenomena, sabotage, community uprisings,
government or other interference in the maintenance or provision of necessary infrastructu
re could adversely affect the
operations at Fruta del Norte, cash flow and Lundin Gold’s financial position.
Dependence on Single Mine
The only material property interest of the Company is Fruta del Norte. Unless the Company acquires additional property
interests or advances its exploration properties, any adverse developments affecting Fruta del Norte could have a
material adverse effect upon the Company and would materially and adversely affect the profitability, financial
performance and results of ope
rations of the Company. While the Company may seek to develop and acquire additional
mineral properties that are consistent with its business objectives, there can be no assurance that Lundin Gold will be
able to identify suitable additional mineral properties or, if it does identify suitable properties, that it will have sufficient
financial resources to acquire such properties or that such properties will be available on terms acceptable to the
Company or at all.
Exploration and Development Risks
The Company has the rights to 23 mineral concessions targeted for exploration outside of Fruta del Norte. The
exploration for, and development of, new mineral deposits involves significant risks which, even with a combination of
careful evaluation, experience and knowledge, may not be eliminated. Few exploration properties are ultimately
developed into producing mines. Whether a mineral deposit will be commercially viable depends on a number of factors,
including but not limited to: the particular attributes of the deposit, such as quantity and quality of the minerals,
metallurgy and proximity to infrastructure and labour; mineral prices, which are highly cyclical; and government
regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of
minerals, legal proceedings and environmental protection. There is a risk that the exploration and development efforts
and expenditures made by Lundin Gold will not result in any new discoveries of other mineral occurr
ences or new
estimates of Mineral Resources or Mineral Reserves.
25
LUNDIN GOLD INC.
Management’s Discussion and
Analysis
Year Ended December 31, 202
1
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
Government or Regulatory Approvals
Lundin Gold’s exploration and development activities and its operations depend on its ability to obtain, maintain or
renew various mineral rights, license
s, permits, authorizations and regulatory approvals (collectively, Rights and
individually a Right) from various governmental and quasi
-
governmental authorities. Government work stoppages may also impact the Company’s ability to obtain, maintain or renew certain Rights. Lundin Gold’s ability to obtain, maintain
or renew such Rights on acceptable terms and on a timely basis is subject to changes in regulations and policies and
to the discretion of the applicable governmental and quasi
-
governmental bodies. Lundin Gold may not be able to obtain,
maintain or renew its Rights or its Rights may not be obtainable on reasonable terms or on a timely basis. It is possible
that previously issued Rights may become suspended or revoked for a variety of reasons, including
through government
or court action. A delay in obtaining any such Rights, the imposition of unfavourable terms or conditions on any Rights
or the denial of any Right may have a material adverse effect on Lundin Gold’s business, financial condition, resul
ts of
operations and prospects and, in particular, the development and operations of Fruta del Norte.
Tax Regime in Ecuador
Tax regimes in Ecuador may be subject to differing interpretations and are subject to change without notice. The
Company’s interpretation of tax law as applied to its transactions and activities may not coincide with that of the tax
authorities and may be disputed, notwithstanding the economic stability provided to Lundin Gold under its exploitation
and investment protection agreements . As a result, the taxation applicable to transactions and operations may be
challenged or revised by the tax authorities, which could result in significant additional taxes, penalties and/or interest.
There is a risk that restrictions on the repatriation of earnings from Ecuador to foreign entities will be imposed in the
future and Lundin Gold has no control over withholding tax rates. In addition, there is a risk that laws and regulations
in Ecuador may result in a capital gains tax on profits derived from the sale of shares, ownership interests and other
rights, such as exploration rights, of companies with permanent establishments in the country. It is unknown at this time
what, if any, liability the Company or its subsidiaries may be subject to as a result of the application of this law. There
is a risk that the Company’s access to financing may be limited as a result of the indirect taxation.
The Company’s operating subsidiary pays VAT on goods and services required for Fruta del Norte and is eligible to
receive a credit against future VAT payable. There is a risk that the tax authority in Ecuador may deny the Company’s
VAT claims or unduly delay the processing of VAT refunds, which could have a material adverse effect on Lundin
Gold’s financial position or cash flow.
Availability of Workforce and Labour Relations
The Company’s gold production and its exploration and development activities depend upon the efforts of Lundin Gold’s
employees and contractors. The Company competes with mining and other companies on a global basis to attract and
retain employees at all levels with appropriate technical skills and operating experience necessary to operate its mines.
The conduct of the Company’s operations is dependent on access to skilled labour. Access to skilled labour may prove
particularly challenging for Lundin Gold given the remote location of Fruta del Norte and local laws which impose
thresholds for the representation of certain groups of people on Lundin Gold’s workforce in Ecuador and the ability of
foreign skilled labour to obtain visas to work in Ecuador. Shortages of suitably qualified personnel could have a material
adverse effect on the Company’s business and results of operations.
Lundin
Gold’s operations at Fruta del Norte depend upon the efforts of its employees, and the Company’s operations
would be adversely affected if it failed to maintain satisfactory labour relations. The Company’s labour force is not
unionized, and the introduction of a labour union could result in a disruption to production and/or higher costs and
reduced flexibility. In addition, relations between the Company and its employees may be affected by changes in labour
and employment laws. Changes in such legislation or in the relationship between the Company and its employees may
have a material adverse effect on the Company’s business, results of operations, financial condition or prospects.
Gold Price
The Company’s earnings, cash flow, ability to pay dividends and financial condition are subject to risk due to fluctuations
in the market price of gold. Gold prices have historically fluctuated widely. The price of gold is affected by numerous
factors beyond Lundin Gold’s control, including levels of supply and demand, global or regional consumptive patterns,
level of investment activity, purchases or sales by government central banks, increased production due to new mine
developments and improved mining and production methods, speculative activities related to the sale
of metals,
26
LUNDIN GOLD INC.
Management’s Discussion and
Analysis
Year Ended December 31, 202
1
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
availability and costs of investment substitutes, international economic and political conditions, interest rates, currency
values and inflation.
A dramatic decline in the gold price could cause Fruta del Norte operations to be uneconomic. Depending on the price
of gold, the Company’s cash flow may be insufficient to meet its operating needs, debt obligations and capital
expenditures, and as a result the Company could experience financial difficulties and may suspend some or all of
mining activities or otherwise revise its mine plan and exploration and development plans. In addition, there is a time
lag between the shipment of gold and final pricing, and changes in pricing can impact the Company’s revenue and
working capital position. Any of these factors could result in a material adverse effect on the Company’s results of
operations and financial condition.
The estimation of economically viable identified Mineral Reserves requires certain assumptions, including gold price.
A revised estimate of identified Mineral Reserves due to a substantial decline in the gold price could result in the
decrease in the estimates of the Company’s Mineral Reserves, subsequent write downs and negative impact on mine
life.
Information Systems and Cyber Security
The Company's operations depend on information technology (“IT”) systems. These IT systems could be subject to
network disruptions caused by a variety of sources, including computer viruses, security breaches and cyber
-
attacks,
as well as disruptions resulting from incidents such as cable cuts, damage to physical plants, natural disasters,
terrorism, fire, power loss, vandalism and theft. The Company's operations also depend on the timely maintenance,
upgrade and replacement of networks, equipment, IT systems and software, as well as pre
-
emptive expenses to mitigate the risks of failures. Any of these and other events could result in IT system failures, delays and/or increase in
capital expenses. The failure of IT systems or a component of information systems could, depending on the nature of
any such failure, adversely impact the Company's reputation and results of operations.
Although to date the Company has not experienced any material losses relating to cyber
-
attacks or other information security breaches, there can be no assurance that the Company will not incur such losses in the future. The Company's
risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of
these threats. As a result, cyber security and the continued development and enhancement of controls, processes and
practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized
access remain a priority. As cyber threats continue to evolve, the Company may be required to expend additional
resources to continue to modify or enhance protective measures or to investigate and remediate any security
vulnerabilities.
Title Matters and Surface Rights and Access
There is a risk that title to the mining concessions, the surface rights and access rights comprising Fruta del Norte and
its related infrastructure or the concessions and access rights relating to Lundin Gold’s exploration concessions may
be deficient or subject to dispute. The procurement or enforcement of such rights can be costly and time consuming.
In areas where there are local populations or landowners, it may be necessary, as a practical matter, to negotiate or
enforce surface access. In addition, in circumstances where such access is denied, or no agreement can be reached,
Lundin Gold may need to rely on the assistance of local officials or the courts in such jurisdictions, which may delay or
impact exploration or mining activities as planned.
There is also a risk that the Company’s exploration, development and mining authorizations and surface rights may be
challenged or impugned. Finally, there is a risk that developing laws and movements respecting the acquisition of lands
and other rights of
indigenous communities may alter the arrangements made by prior owners of the lands where Fruta
del Norte is located. Future laws and actions could have a material adverse effect on Lundin Gold’s operations at Fruta
del Norte or on its financial position, cash flow and results of operations.
Health and Safety
Exploration and mining development and operating activities represent inherent safety hazards and maintaining the
health and safety of the Company’s employees and contractors is of paramount importance to the Company. Health
and safety hazard assessments are carried out regularly throughout the lifecycle of the Company’s activities, and robust
policies, procedures and controls are in place. Notwithstanding continued efforts to adhere to the Company’s
“zero
harm” policy, safety incidents may still occur. Significant potential risks include, but are not limited to, surface or
27
LUNDIN GOLD INC.
Management’s Discussion and
Analysis
Year Ended December 31, 202
1
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
underground fires, rock falls underground, blasting accidents, vehicle accidents, unsafe road conditions or events, fall
from hei
ghts, contact with energized sources, and exposure to infectious or occupational disease. Employees involved
in activities in remote areas may also be exposed to attacks by individuals or violent opposition by local communities
that may place the employees at risk of harm. Any incident resulting in serious injury or death could result in litigation
and/or regulatory action (including, but not limited to suspension of development activities and/or fines and penalties),
or otherwise adversely affect the Compa
ny’s reputation and ability to meet its objectives.
Mineral Reserve and Resource Estimates
Mineral Reserve and Mineral Resource figures are estimates, and there is a risk that any of the Mineral Resources and
Mineral Reserves identified at Fruta del Norte to date will not be realized. Until a deposit is actually mined and
processed, the quantity of Mineral Resources and Mineral Reserves and grades must be considered as estimates only.
In addition, the quantity of Mineral Resources and Mineral Reserves may vary depending on, among other things,
precious metal prices and operating costs. Any material change in quantity of Mineral Resources, Mineral Reserves or
percent extraction of those Mineral Reserves recoverable by underground mining techniques may affec
t the economic
viability of any project undertaken by Lundin Gold. In addition, there is a risk that metal recoveries during production do
not reach anticipated rates.
Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability, and therisis a risk that
they will never be mined or processed profitably. Further, thise is a risk that Inferred Mineral Resources may not ever
be converted to Proven or Probable Mineral Reserves as a result of continued exploration.
Fluctuations in gold prices and operating costs, results of drilling, metallurgical testing and preparation and the
evaluation of studies, reports and plans subsequent to the date of any estimate may require revision of such estimate.
Any material reductions in estimates of Mineral Reserves could have a material adverse effect on Lundin Gold’s results
of operations and financial condition.
Key Talent Recruitment and Retention
Recruiting and retaining qualified personnel is critical to Lundin Gold’s success. Lundin Gold is dependent on the
services of key executives, including its President and Chief Executive Officer, and other highly skilled and experienced
executives and personnel focused on managing Lundin Gold’s interests. The number of persons skilled in the financ
ing,
development, operations and management of mining properties is limited and competition for such persons is intense.
The inability of Lundin Gold to successfully attract and retain highly skilled and experienced executives and personnel
could have a material adverse effect on Lundin Gold’s business, financial condition and results of operations.
Market Price of the Company’s Common Shares
Securities of mineral companies have always experienced substantial volatility, often based on factors unrelated
to the
financial performance or prospects of the companies involved. These factors include macroeconomic conditions in
North America and globally, and market perceptions of the attractiveness of particular industries or sectors. The price
of the Company’s
common shares
is also likely to be significantly affected by short
-
term changes in gold price, currency exchange fluctuations, or its financial condition, dividend policy or results of operations and exploration activities on its
projects. Other factors unrelated to the performance of the Company that may have an effect on the price of the
Company’s
common shares include: the extent of analyst coverage available to investors concerning the business of
the Company may be limited if investment banks with rese
arch capabilities do not follow the Company; lessening in
trading volume and general market interest in the Company’s common shares may affect an investor's ability to trade
significant numbers of
common shares
of the Company; the size of the Company's free float and whether it is included
in market indices may limit the ability of some institutions to invest in the Company’s common shares; and the evaluation
of the Company’s performance and practices by third party rating agencies on ESG matters, which may
limit the ability
of some institutions or other investors to invest in the Company’s
common shares
. If an active market for the common
shares
does not continue, the liquidity of an investor's investment may be limited, and the price of the Company’s
commo
n shares
may decline. If an active market does not exist, investors may lose their entire investment in the
Company. As a result of any of these factors, the market price of the Company’s common shares
at any given point in
time may not accurately reflect
the long
-
term value of the Company. Securities class-
action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company may in
the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert
management's attention and resources.
28
LUNDIN GOLD INC.
Management’s Discussion and
Analysis
Year Ended December 31, 202
1
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
Measures to Protect Endangered Species and Critical Habitats
Ecuador is a country with a diverse and fragile ecosystem and the national government, regional governments,
indigenous groups and NGOs are vigilant in their protection of endangered species and critical habitats. The existence
or discovery of an endangered species or critical habitats at Fruta del Norte or any of its exploration conc
essions may
have a number of adverse consequences to the Company’s plans and operations. For instance, the presence of an
endangered species could require the Company to take additional measures to protect the species or to cease its
activities at Fruta del Norte temporarily or permanently, which would impact production from Fruta del Norte and would
have an adverse economic impact on the Company, which could be material. The existence or discovery of an
endangered species or critical habitat at Fruta del Norte or the Company’s exploration concessions could also ignite
NGO and local community opposition to the Company’s activities, which could impact its plans and operations and the
Company’s financial condition and global reputation.
Social Media and Reput
ation
As a result of the increased usage and the speed and global reach of social media and other web
-
based tools used to generate, publish and discuss user
-
generated content and to connect with other users and organization of opposition, companies today are at
much greater risk of losing control over how they are perceived in the marketplace. Damage
to reputation can be the result of the actual or perceived occurrence of any number of events, and could include any
negative publicity (for example, with respect to
handling of environmental matters or Lundin Gold’s dealings with
community groups), whether true or not. The Company places a great emphasis on protecting its image and reputation
but does not ultimately have direct control over how it is perceived by others. Reputation loss may lead to increased
challenges in developing and maintaining community relations, maintaining a positive relationship with government
authorities, decreased investor confidence and an impediment to the overall success of Fruta del Norte in Ecuador,
thereby having a material adverse impact on financial performance, cash flows and growth prospects.
Non
-
Compliance with Laws and Regulations and Compliance Costs
Lundin Gold, its subsidiaries, its business and its operations are subject t
o various laws and regulations. The costs
associated with compliance with such laws and regulations may cause substantial delays and require significant cash
and financial expenditure, which may have a material adverse effect on the Company or the operation of Fruta del
Norte.
There is a risk that the Company may fail to comply with a legal or regulatory requirement, which may lead to the
revocation of certain rights or to penalties or fees and in enforcement actions thereunder, including orders issued by
regulatory or judicial authorities causing operations to cease or be curtailed and may include corrective measures
requiring capital expenditures, installation of additional equipment, or remedial actions. In addition, the Company may
be required to compensate those suffering loss or damage arising from its non
-
compliant activities and may have civil
or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental
laws. Failure to comply strictly with
applicable laws, regulations and local practices relating to mineral rights could result
in loss, reduction or expropriation of entitlements. Any of the foregoing may have a material adverse effect on the
Company or the operation of Fruta del Norte.
Illegal Mining
Mining by illegal miners occurs on and near some of Lundin Gold’s mineral concessions in Ecuador. While this activity
is monitored by the Company and controlled by the government, the operations of artisanal and illegal miners could
interfe
re with Lundin Gold’s activities and could result in conflicts. These potential activities could cause damage to
Fruta del Norte, including road blockages, pollution, environmental damage or personal injury or death, for which Lundin
Gold could potentially
be held responsible. The presence of illegal miners can lead to delays and disputes regarding
the development or operation of gold deposits. Illegal mining can also result in mine stoppages, environmental issues
and could have a material adverse effect on
Lundin Gold’s results of operations or financial condition.
Insurance and Uninsured Risks
Exploration, development and production operations on mineral properties involve numerous risks including, but not
limited to, unexpected or unusual geological operating conditions, rock bursts, cave
-
ins, fires, floods, landslides,
earthquakes and other environmental occurrences, risks relating to the transportation of dangerous goods to site, risks
relating to the storage and shipment of precious metal concentrates or doré bars, and political and social instability.
29
LUNDIN GOLD INC.
Management’s Discussion and
Analysis
Year Ended December 31, 202
1
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
Such occurrences could result in damage to mineral properties, damage to underground development, damage to
production or infrastructure facilities, personal injury or death, environmental damage to Lundin Gold’s properties or
the properties of others, delays in the ability to undertake exploration and development, monetary losses and possible
legal liability. Should such liabilities arise, they could reduce or eliminate future profitability and result in
increasing
costs and a decline in the value of the Company’s
common shares
.
Although Lundin Gold maintains insurance to protect against certain risks in such amounts as it considers reasonable
and commercially available, its insurance policies do not cover all the potential risks associated with a mining company’s
operations. The Company may also be unable to maintain insurance to cover these risks at economically feasible
premiums. Insurance coverage may not always be available or may not be adequate to cover any resulting liability.
Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration,
development and production may not be available to the Company on acceptable terms. Lundin Gold might also
become
subject to liability for pollution or other hazards which it may not be insured against or which the Company may
elect not to insure against because of premium costs or other reasons.
Insurance limits currently in place may also not be sufficient to cover losses arising from insured events. Losses from
any of the above events may cause the Company to incur significant costs that could have a material adverse effect
upon its financial performance and results of operations.
Dividends
Any payments of divide
nds on the
will be dependent upon the financial requirements of the Company common shares
to finance future growth, the financial condition of the Company, restrictions under Prepay and Stream Loans and the
Senior Facility, and other factors which the Boar
d may consider appropriate in the circumstance.
Reclamation Obligations
Reclamation requirements are designed to minimize long
-
term effects of mining exploitation and exploration
disturbance by requiring the operating company to control possible deleter
ious effluents and to re
-
establish to some degree pre
-
disturbance land forms and vegetation. Lundin Gold is subject to such requirements in connection with its activities at Fruta del Norte and may be liable for actions and activities and disturbances caus
ed by artisanal and illegal
miners on the Company’s property. Any significant environmental issues that may arise, however, could lead to
increased reclamation expenditures and could have a material adverse impact on Lundin Gold’s financial resources.
Furt
hermore, environmental hazards may exist on the properties in which Lundin Gold holds interests which are
unknown to Lundin Gold at present and which have been caused by previous or existing owners or operators of the
properties.
There can also be no assurance that closure estimates prove to be accurate. The amounts recorded for reclamation
costs are estimates unique to a property based on estimates provided by independent consulting engineers and Lundin
Gold’s assessment of the anticipated timing of future reclamation and remediation work required to comply with existing
laws and regulations. Actual costs incurred in future periods could differ from amounts estimated. Additionally, future
changes to environmental laws and regulations could affect the extent of reclamation and remediation work required to
be performed by Lundin Gold. Any such changes in future costs could materially impact the amounts charged to
operations for reclamation and remediation. Finally, the timing of the funding of such closure costs may be impacted
by changes in laws and regulations and adversely affect the financial condition of the Company.
Violation of Anti
-
Bribery and Corruption Laws
The Company’s operations are governed by, and involve interactions with, many levels of government in numerous
countries. The Company is required to comply with anti
-
corruption and anti-
bribery laws, including the Canadian and Ecuadorian Criminal Codes, the Canadian Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt
Practices Act, as well as similar laws in Ecuador and other countries in which Lundin Gold conducts its business. In
recent years, there has been a general increase in both the frequency of enforcement and the severity of penalties
under
such laws, resulting in greater scrutiny and punishment to companies convicted of violating anti
-
corruption and
anti
-
bribery laws. Furthermore, a company may be found liable for violations not only by its employees, but also by its
contractors and third
-
pa
rty agents. Although Lundin Gold has adopted steps to mitigate such risks, such measures may not always be effective in ensuring that the Company, its employees, contractors and third
-
party agents will comply strictly with such laws. If the Company finds i
tself subject to an enforcement action or is found to be in violation of such
30
LUNDIN GOLD INC.
Management’s Discussion and
Analysis
Year Ended December 31, 202
1
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
laws, this may result in significant penalties, fines and/or sanctions imposed on the Company resulting in a material
adverse effect on the Company’s reputation and results of its operations.
Climate Change
Changes in climate conditions could adversely affect Lundin Gold’s business and operations through the impact of (i)
more extreme temperatures, precipitation levels and other weather events; (ii) changes to laws and regulations related
to climate change; and (iii) changes in the price or availability of goods and services required in its business.
Physical risks related to climate change may include more extreme temperatures, precipitation levels and other weather
events. Ext
reme high or low temperatures could impact the operation of equipment and the safety of personnel at Fruta
del Norte, which could result in damage to equipment, injury to personnel and production disruptions. Increased in
precipitation levels or extreme we
ather events, such as severe storms or floods, which may be more probable and
more extreme due to climate change, may damage critical infrastructure such as public roads, bridges and ports,
negatively impact operations, disrupt production, lead to water ma
nagement challenges, landslides or breach of
containment facilities. Significant capital investment may be required to address these occurrences and to adapt to
changes in average operating conditions caused by these changes to the climate.
Increased environmental regulation and/or the use of fiscal policy by regulators in response to concerns over climate
change and other environmental impacts, such as additional taxes levied on activities deemed harmful to the
environment, could have a material adverse effect on Lundin Gold’s financial condition or results of operations.
The impacts of climate change may lead to changes in the price and availability of goods and services required for
Fruta del Norte’s operations, which depend on the regular supply of con
sumables such as diesel, electricity, sodium
cyanide and other supplies to operate efficiently. The Company’s operations also depend on service providers to
transport these consumables and other goods to Fruta del Norte and to transport doré and concentrat
e produced by
the Company to refiners and smelters, respectively. The effects of extreme weather described above and changes in
legislation and regulation on the Company’s suppliers and their industries may cause limited availability or higher price
for th
ese goods and services, which could result in higher costs or production disruptions.
The Company is working towards implementing the recommendations of the Task Force on Climate
-
related Financial
Disclosure (TCFD), the purpose of which is to provide a fr
amework to assess and disclose climate resilience. Even
after completing this undertaking, the Company cannot be certain that it will have adequately assessed the risks of
climate change on its business or that its efforts to mitigate the risks of climate
change will be adequate or effective.
Internal Controls
Internal controls over financial reporting are procedures designed to provide reasonable assurance that transactions
are properly authorized, assets are safeguarded against unauthorized or improper
use, and transactions are properly
recorded and reported. A control system, no matter how well designed and operated, can only provide reasonable, not
absolute, assurance with respect to the reliability of financial reporting and financial statement prepa
ration.
Security
The Company is exposed to various levels of safety and security risks which could result in injury or death, theft or
damage to property, work stoppages, or blockades of its mining operations. Risks and uncertainties include, but are
not
limited to, terrorism, hostage taking, gang activities, military repression, labour unrest and war or civil unrest.
Opposition to mining could arise and such opposition may be violent. Resistance or unrest in Ecuador could have a
material adverse effect o
n our operations and profitability.
Claims and Legal Proceedings
Lundin Gold may be subject to claims or legal proceedings in multiple jurisdictions covering a wide range of matters
that arise in the ordinary course of its current business or the
Company’s previous business activities which could
materially adversely impact Lundin Gold.
31
LUNDIN GOLD INC.
Management’s Discussion and
Analysis
Year Ended December 31, 202
1
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
Conflicts of Interest
Certain directors and officers of Lundin Gold are or may become associated with other mining and/or mineral
exploration and development companies, which may give rise to conflicts of interest. Directors who have a material
interest in any person who is a party to a material contract or a proposed material contract with the Company are
required, subject to certain exceptions, to disclose that
interest and generally abstain from voting on any resolution to
approve such a contract. In addition, directors and officers are required to act honestly and in good faith with a view to
the best interests of the Company. Some of the directors and officers of the Company have either other full
-
time
employment or other business or time restrictions placed on them and, accordingly, the Company will not be the only
business enterprise of these directors and officers. Further, any failure of the directors or officers of the Company to
address these conflicts in an appropriate manner or to allocate opportunities that they become aware of to the Company
could have a material adverse effect on the Company’s business, financial condition, results of operations, cash flows
or prospects.
FORWARD LOOKING STATEMENTS
Certain of the information and statements in this MD&A are considered “forward
-
looking information” or “forward-
looking
statements” as those terms are defined under Canadian securities laws (collectively referred to as “forward
-
looking
statements”). Any statements that express or involve discussions with respect to predictions, expectations, beliefs,
plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words
or phrases such as “believes”, “anticipates”, “expects”, “is expected”, “scheduled”, “estimates”, “pending”, “intends”,
“plans”, “forecasts”, “targets”, or “hopes”, or variations of such words and phrases or statements that cert
ain actions,
events or results “may”, “could”, “would”, “will”, “should” “might”, “will be taken”, or “occur” and similar expressions) are
not statements of historical fact and may be forward
-
looking statements.
By their nature, forward and information involve assumptions, inherent risks and uncertainties,
-
looking statementsmany of which are difficult to predict, and are usually beyond the control of management, that could cause actual results
to be materially different from those expressed by these forwa
rd-
looking statements and information.Lundin Gold
believes that the expectations reflected in this forward
-
looking information are reasonable, but no assurance can be given that these expectations will prove to be correct. Forward
-
looking information should not be unduly relied upon. This information speaks only as of the date of this MD&A, and the Company will not necessarily update this information,
unless required to do so by securities laws.
This MD&A contains forward
-
r of places, such as in statements pertaining to: looking information in a numbe
estimates
of gold production, grades and recoveries, expected sales receipts, cash flow forecasts and financing obligations, its
capital costs and the expected timing of completion of capital projects
inclu
ding the SVR,
timing ofexpected
recovery
of VAT paid,
the timing and the success of its drill program at Fruta del Norte and its other exploration activities
,
and
the Company’s efforts to protect its workforce from COVID
-
19
.
Lundin Gold’s actual results could differ materially from those anticipated. Management has identified the following risk
factors which could have a material impact on the Company or the trading price of its shares: risks associated with the
Company's community risks related to political and economic instability in
relationships
; Ecuador
;
risk
s related to
estimates of production, cash flows and costs
;
the impacts of a pandemic virusoutbreak
;
risks inherent to mining
operations
;
failure of the Company to maintain
its obligations under
its debt facilities;
shortages of critical
supplies
; control of the Company's largest
shareholders
;
relatedrisks
to
Lundin Gold’s compliance
with
environmental
laws
and
liability
for
environmental contamination
;
the
lack of
availability of
infrastructure
; the Company's reliance on one
min
e;
exploration and development risks related to the Company’s ability to obtain, maintain or renew regulatory
risks
; approvals, permits and licenses
;
uncertainty with the tax regime inEcuador
risks related to the Company’s workforce ;
and its labour
relations
; volatility in the price of
gold
;
the reliance of the Company on its information systems and the
risk of cyber
-
attacks on thosesystems
; deficien
t or vulnerable title to concessions, easements and surface
rights
;
inherent safety hazards and risk to the health and safety of the Company’s employees and
contractors
;
the imprecision
of Mineral Reserve and Resource
estimates
;
key talent recruitment and
retention of key
personnel
;
volatility in the
market price of the
Company’s s
hares
;
measures to protect endangered species and critical
habitats
;
social media and
reputation
;
the cost of non
-
risks related to illegal miningcompliance and compliance
costs
; ;
the adequacy of the
Company’s
insurance
;
risks relating to the declaration of dividends
;
uncertainty as to reclamation and
decommissioning
;
the ability of Lundin Gold to ensure compliance with anti
-
bribery and anti-
corruption
laws
; the uncertainty regarding
32
LUNDIN GOLD INC.
Management’s Discussion and
Analysis
Year Ended December 31, 202
1
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
risks posed by climate
change
; limits of disclosure and internal
controls
;
security risks to the Company, its assets and
its
personnel
; the potential for
litigation
; and risks due to
conflicts of
interest
. There can be no assurance that such statements will prove to be accurate, as Lundin Gold's actual results and future
events
could differ materially from those anticipated in this forward
-
looking information as a result of the factors discussed under the heading “Risk Factors” in
this
MD
&A. 33
PricewaterhouseCoopers LLP
PricewaterhouseCoopers Place, 250 Howe Street, Suite 1400, Vancouver, British Columbia, Canada V6C 3S7
T: +1 604 806 7000, F: +1 604 806 7806
“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.
Independent auditor’s report
To the Shareholders of Lundin Gold Inc.
Our opinion
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects,
the financial position of Lundin Gold Inc. and its subsidiaries (together, the Company) as at December 31,
2021 and 2020, and its financial performance and its cash flows for the years then ended in accordance
with International Financial Reporting Standards as issued by the International Accounting Standards
Board (IFRS).
What we have audited
The Company’s consolidated financial statements comprise:
the consolidated statements of financial position as at December 31, 2021 and 2020;
the consolidated statements of income (loss) and comprehensive income for the years then ended;
the consolidated statements of changes in equity for the years then ended;
the consolidated statements of cash flows for the years then ended; and
the notes to the consolidated financial statements, which include significant accounting policies and
other explanatory information.
Basis for opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our
responsibilities under those standards are further described in the
Auditor’s responsibilities for the audit of
the consolidated financial statements
section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Independence
We are independent of the Company in accordance with the ethical requirements that are relevant to our
audit of the consolidated financial statements in Canada. We have fulfilled our other ethical responsibilities
in accordance with these requirements.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the consolidated financial statements for the year ended December 31, 2021. These matters were
addressed in the context of our audit of the consolidated financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
34
Key audit matter How our audit addressed the key audit matter
Fair value of the gold prepay credit facility,
stream loan credit facility and offtake derivative
liability
Refer to note 3
-
Summary of significant accounting policies, note 9
-
Long-term debt and note 19
-
Financial instruments and risk management to the consolidated financial statements.
The Company has a gold prepay credit facility, a
stream loan credit facility and an offtake derivative
liability (together, fair value financial liabilities),
which management measured as financial liabilities
at fair value through profit or loss. As at
December 31, 2021, these fair value financial
liabilities were valued at $198 million, $264 million,
and $27 million, respectively, and management
recorded a combined change in fair values of these
liabilities of $11 million and $23 million during the
year in net income and other comprehensive
income (loss), respectively. Management used
Monte Carlo simulation valuation models to
determine the fair values of these fair value
financial liabilities.
The significant assumptions used in the Monte
Carlo simulation valuation models include: the gold
forward prices, gold price volatility, the risk-free rate
of return, risk-adjusted discount rates and the
projected life of mine production schedule. In
addition, in valuing the stream loan credit facility,
the silver forward prices, silver price volatility, and
the gold/silver price correlation were also used as
significant assumptions by management. The
Monte Carlo simulation valuation models were
prepared by an independent valuation specialist
and the projected life of mine production schedule
was based on information compiled and reviewed
by qualified persons (together, management’s
experts).
We considered this a key audit matter due to (i) the
significant judgments made by management,
Our approach to addressing the matter included the
following procedures, among others:
●
With the assistance of professionals with
specialized skill and knowledge in the field of
financial instrument valuation, developed an
independent point estimate of the fair values of
the gold prepay credit facility, stream loan
credit facility and offtake derivative liability,
which included:
- Independently developing expectations
related to the gold forward prices, gold
price volatility, the risk-free rate of return,
the risk-adjusted discount rates, the silver
forward prices, silver price volatility, and
the gold/silver price correlation based on
external market and industry data.
- Comparing the independent point
estimates to management’s estimates to
evaluate the reasonableness of
management’s estimates.
●
Developing the independent point estimates
also involved assessing the reasonableness of
the projected life of mine production schedule,
which involved:
- Comparing gold and silver production
volumes used to determine repayments of
the stream loan credit liability up to
December 31, 2021 to actual production
volumes.
- Comparing the future production volumes
included in the projected life of mine
production schedule on a total basis, to the
available quantities of recoverable reserves
and resources. The work of qualified
35
Key audit matter How our audit addressed the key audit matter
including the use of management’s experts, when
developing the key assumptions used in the
valuation of the fair value financial liabilities; (ii) a
high degree of auditor judgment, subjectivity and
effort in performing procedures related to the
significant assumptions; and (iii) the audit effort
involved the use of professionals with specialized
skill and knowledge.
persons was used in performing the
procedures to evaluate the reasonableness
of the available quantity of recoverable
reserves and resources included in the
projected life of mine production schedule.
As a basis for using this work, the
competence, capabilities and objectivity of
the qualified persons were evaluated, the
work performed was understood and the
appropriateness of the work as audit
evidence was evaluated. The procedures
performed also included evaluation of the
methods and assumptions used by the
qualified persons, tests of the data used by
the qualified persons and an evaluation of
their findings.
●
Tested the disclosures, including the sensitivity
analysis, made in the consolidated financial
statements with regards to the valuation of the
fair value financial liabilities.
Other information
Management is responsible for the other information. The other information comprises the Management’s
Discussion and Analysis.
Our opinion on the consolidated financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information identified above and, in doing so, consider whether the other information is materially
inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
36
Responsibilities of management and those charged with governance for the
consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with IFRS, and for such internal control as management determines is
necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to liquidate
the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting
process.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards
will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise
professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
37
Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report
to the related disclosures in the consolidated financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor’s report. However, future events or conditions may cause the Company to
cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Company to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group audit. We
remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the consolidated financial statements of the current period and
are therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor’s report is Eric Talbot.
/s/PricewaterhouseCoopers LLP
Chartered Professional Accountants
Vancouver, British Columbia
February
23, 2022
38
LUNDIN GOLD INC.
Consolidated Statements of Financial Position
(Expressed in thousands of U.S. Dollars)
The accompanying notes are an integral part of these consolidated financial statements.
December 31,
December 31,
Note
20
21
2020
ASSETS
Current assets
Cash and cash equivalents
9
$
$
Trade receivables and other current assets
4
Inventories
5
Advance royalty
Non-current assets
VAT recoverable
4
Advance royalty
Property, plant and equipment
6
Mineral properties
7
Deferred income tax asset
$
$
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities
8
$
$
Income taxes payable
16
Current portion of long-term debt
9
Non-current liabilities
Long
-term debt
9
Other non-current liabilities
12
Reclamation provisions
10
EQUITY
Share capital
11
Equity-settled share-based payment reserve
12
Accumulated other comprehensive income
Deficit
(180,684 )
(402,110 )
$
$
Commitments (Note 21)
Approved by the Board of Directors
/s/ Ron F. Hochstein
/s/ Ian W. Gibbs
Ron F. Hochstein
Ian W. Gibbs
39
LUNDIN GOLD INC.
Consolidated Statements of Income (Loss) and Comprehensive Income
(Expressed in thousands of U.S. Dollars, except share and per share amounts)
The accompanying notes are an integral part of these consolidated financial statements.
Years Ended December 31,
Note
20
21
2020
Revenues
6(b)
$
$
Cost of goods sold
Operating ex
pe
nses Royalty expenses
Depletion and depreciation
Income from mining operations
Other expenses
Corporate administration
13
Exploration
Suspension of operations
Finance expense
14
Other expense
Derivative loss
19
(b)
Net income (loss) before tax
(60,374 )
Income tax expense (recovery)
Current income tax expense
16
Deferred income tax recovery
16
(24,047 )
(13,216 )
(13,216 )
Net income (loss) for the year
$
$
(47,158 )
OTHER COMPREHENSIVE INCOME (LOSS)
Items that may be reclassified to net income (loss)
Currency translation adjustment
Items that will not be reclassified to net income (loss)
Derivative gain (loss) related to the Company’s own credit risk
19
(b)
(22,521 )
Deferred income tax expense on accumulated other
comprehensive income
16
(13,216 )
Other
(310 )
(309 )
Comprehensive income for the year
$
$
Income (loss) per common share
Basic
$
$
(0.21 )
Diluted
(0.21 )
Weighted-average number of common shares outstanding
Basic
Diluted
40
LUNDIN GOLD INC.
Consolidated Statements of Changes in Equity
(Expressed in thousands of U.S. Dollars, except number of common shares)
The accompanying notes are an integral part of these consolidated financial statements.
Equity-settled
Number of
share-based
common
Share
payment
Other
Note
shares
capital
reserve
reserves
Deficit
Total
Balance, January 1, 2020
$
$
$
(92,247 )
$
(354,952 )
$
Proceeds from equity financing, net
11
Exercise of stock options
12
(1,887 )
Exercise of anti-dilution rights
11
Stock-based compensation
12
-
Other comprehensive income
-
Net loss for the year
-
(47,158 )
(47,158 )
Balance, December 31, 2020
(402,110 )
Exercise of stock options
12
(3,972 )
Vesting of share units
11
(463 )
Exercise of anti-dilution rights
11
Stock-based compensation
12
-
Other comprehensive loss
-
(15,660 )
(15,660 )
Net income for the year
-
Balance, December 31, 2021
$
$
$
$
(180,684 )
$
41
LUNDIN GOLD INC.
Consolidated Statements of Cash Flows
(Expressed in thousands of U.S. Dollars)
The accompanying notes are an integral part of these consolidated financial statements.
`
Years Ended December 31,
Note
20
21
2020
OPERATING ACTIVITIES
Net income (loss) for the year
$
$
(47,158 )
Items not affecting cash:
Depletion and depreciation
Stock-based compensation
12
Derivative loss
19
(b)
Other expense
Finance expense
Deferred income tax recovery
(24,047 )
(13,216 )
Changes in non-cash working capital items:
Trade receivables and other current assets
(14,646 )
(110,141 )
Inventories
(18,889 )
(11,158 )
Advance royalty
Accounts payable and accrued liabilities
Income taxes payable
Interest received
Net cash provided by operating activities
FINANCING ACTIVITIES
Net proceeds from equity financing
11
Repayments of long-term debt
9
(103,733 )
(35,412 )
Interest paid
9
(85,211 )
(42,294 )
Finance charge paid
9
(1,062 )
Proceeds from exercise of stock options
Proceeds from exercise of anti-dilution rights
11
Net cash used for financing activities
(171,426 )
(27,771 )
INVESTING ACTIVITIES
Acquisition and development of property, plant and equipment, net of
sales
6
(56,991 )
(58,766 )
VAT paid on investing activities
(6,118 )
(20,878 )
Net cash used for investing activities
(63,109 )
(79,644 )
Effect of foreign exchange rate differences on cash
(201 )
(2,321 )
Net increase in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
$
$
Supplemental cash flow information (Note 17)
42
LUNDIN GOLD INC.
Notes to the consolidated financial statements as at December 31, 2021
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
1. Nature of operations
.
The common shares of the Company are listed for trading on the Toronto Stock Exchange (the “TSX”) and Nasdaq
Stockholm under the symbol “LUG”. The Company was originally incorporated in
British Columbia and continued
under the Canada Corporations Act in 2002.
The Company’s head office is located at Suite 2000, 885
The Company substantially completed the development of Fruta del Norte and achieved commercial production in
February 2020. During the second quarter of 2020, while its activities were temporarily suspended, it implemented
necessary health and safety protocols to minimize the risks due to the COVID-19 pandemic and since then, it has
been operating in accordance with plans and generating positive cash flow. The Company’s continuing operations
and the underlying value and recoverability of the amount shown for the mineral interests and property, plant and
equipment are ultimately dependent upon the ability of the Company to operate the mine without extended
interruptions and on future profitable production.
2. Basis of preparation
These consolidated financial statements
,
including comparatives, have been prepared using accounting policies consistent with International Financial Reporting Standards as issued by the International Accounting Standards
Board (“
IFRS
”)
. The principal accounting policies applied in the preparation of these consolidated financial
statements are set out below and have been consistently applied to all the periods presented.
These consolidated financial statements were approved for issue by the Board of Directors
on
February
23
, 2022. The following entities are included in these consolidated financial statements:
Ordinary shares held
Country of
December 31,
December 31,
incorporation
20
21
2020
Aurelian Resources Inc.
Canada
100%
100%
Aurelian Resources Corporation Ltd.
Canada
100%
100%
Aurelian Exploration Inc.
Canada
100%
100%
Aurelian Menor Inc.
Canada
100%
100%
Condor Finance Corp.
Canada
100%
100%
Aurelian Ecuador S.A.
Ecuador
100%
100%
AurelianEcuador Holding S.A.
Ecuador
100%
100%
Ecoaurelian Agricola S.A.
Ecuador
100%
100%
Aurelianmenor S.A.
Ecuador
100%
100%
SurNorte Ventures Pte. Ltd.
Singapore
100%
100%
SurNorte Holdings I Pte. Ltd.
Singapore
100%
100%
SurNorte Holdings II Pte. Ltd.
Singapore
100%
100%
SurNorte S.A.
Ecuador
100%
100%
The proportion of the voting rights held directly by the parent company does not differ from the proportion of
ordinary shares held.
43
LUNDIN GOLD INC.
Notes to the consolidated financial statements as at December 31, 2021
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
3. Summary of significant accounting policies
The Company’s principal accounting
policies are outlined below:
(a) Basis of consolidation
These consolidated financial statements incorporate the financial statements of the Company and the entities
controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern
the financial and operating policies of an entity so as to obtain benefits from its activities. The financial
statements of subsidiaries are included in the consolidated financial statements from the date that control
commences until the date that control ceases. All significant intercompany transactions and balances have
been
eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Company.
(b) Foreign currency translation
Transactions and balances
In preparing the financial statements of the individual entities, transactions in
currencies other than the entity’s
functional currency (foreign currencies) are recorded at the rates of exchange prevailing at the dates of the
transactions. At each statement of financial position date, monetary assets and liabilities are translated using
the period end foreign exchange rate. Non-monetary assets and liabilities are translated using the historical
rate on the date of the transaction. All gains and losses on translation of these foreign currency transactions
are included in the statement of income (loss).
Group companies
The functional currency of the significant subsidiary of the Company, Aurelian Ecuador S.A., and certain other
entities is U.S. dollars. Other entities which have a functional currency different from the presentation
currency, including Lundin Gold Inc. whose functional currency is CAD, are translated into the presentation
currency as follows:
i. Assets and liabilities for each statement of financial position presented are translated at the closing
rate at the date of that statement of financial position.
ii.
In
come and expenses for each statement of income (loss) are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing
on the transaction dates, in which case income and expenses are translated at the rate on the dates
of the transactions).
iii. All resulting exchange differences are recognized in other comprehensive loss as cumulative
translation adjustments.
(c) Critical accounting estimates and judgments
The preparation of consolidated financial statements requires management to make judgments, estimates
and assumptions that affect the application of policies and reported amounts of assets and liabilities, and
expenses. The estimates and associated assumptions are based on historical experience and various other
factors that are believed to be reasonable under the circumstances, the results of which form the basis of
making the judgements about carrying values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognized in the period in which the estimate is revised if t
he
revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods.
Significant assumptions about the future and other sources of estimation uncertainty that management has
made at the end of the reporting period that have a significant risk of resulting in a material adjustment to the
carrying amounts of assets and liabilities in the event that the actual results differ from assumptions made,
relate to, but are not limited to, the following:
44
LUNDIN GOLD INC.
Notes to the consolidated financial statements as at December 31, 2021
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
3. Summary of significant accounting policies
(continued)
Mineral reserves and resources
–
The Company estimates its mineral reserves and resources based on
information compiled and reviewed by qualified persons as defined in accordance with NI 43-101
requirements. The estimation of mineral reserves and resources requires judgment to interpret geological
data and metallurgical testing, design of appropriate mining methods, recovery methods and establishment of
a life of mine production schedule. The estimation of recoverable reserves is also based on assumptions
such as capital costs, operating costs and metal pricing. New geological data or changes in the above
assumptions may change the economic viability of reserves and may, ultimately, result in the reserves being
revised. Changes in the reserve or resource estimates may impact the fair value of financial instruments, the
valuation of property, plant and equipment and mineral properties, the depletion and depreciation of property,
plant and equipment and mineral properties, utilization of tax losses and decommissioning and site restoratio
n
provisions.
Fair value of financial instruments
–
The fair value of financial instruments that are not traded in an active
market are determined using valuation techniques. The Company uses its judgment to select a variety of
methods and makes significant assumptions that are mainly based on market conditions existing at initial
recognition and at the end of each reporting period. Refer to Note
19
for further details on the methods and significant assumptions used.
Commercial production
–
The determination of when a mine is capable of operating in the manner intended by management (referred to as “commercial production”) is a matter of significant judgement.
In making this
determination, management consider
ed
specific facts and circumstances. These factors included, but were not limited to, whether substantially all construction development activities had been completed in accordance
with design and a period of commissioning which achieved consistent operating results for a period of time
in
relation to design capacity
.
Assessment of impairment indicators Management applies significant judgement in assessing whether
–
indicators of impairment exist for a cash generating unit which would necessitate impairment testing. Internal
and external factors such as significant changes in the use of the asset, commodity prices, foreign exchange
rates, capital and production forecasts, mineral reserve and resource quantities, and discount rates are used
by management in determining whether there are any indicators. As at December 31, 2021, management did
not identify any impairment indicators on the Company’s mineral properties,
property, plant, and equipment.
Utilization of tax losses
–
The Company is subject to income taxes in a number of jurisdictions and
has carry-forward losses and other tax attributes that have the potential to reduce tax payments in future years.
Judgment is required in determining whether deferred tax assets are recognized in the consolidated financial
statements. Deferred tax assets are recognized for all deductible temporary differences, carry-forward of
unused tax credits and tax losses to the extent it is probable future taxable earnings will be available agains
t
which they can be utilized. Management is required to assess whether it is probable that the Company will
benefit from these prior losses and other deductible temporary differences. Changes in economic conditions,
metal prices and other factors could result in revisions to the estimates of the benefits to be realized or the
timing of utilization of the losses.
Decommissioning and site restoration provisions
–
The Company has obligations for site restoration and decommissioning related to Fruta del Norte. The future obligations for decommissioning and site restoration
activities are estimated by the Company using mine closure plans or other similar studies which outline the
requirements that will be carried out to meet the obligations. The provision fo
r
decommissioning and site restoration is remeasured at the end of each reporting period for changes in estimates or circumstances.
Changes in estimates or circumstances include changes in legal or regulatory requirements, increased
obligations arising from additional mining and exploration activities, changes to cost estimates, and changes
to risk-free interest rates.
45
LUNDIN GOLD INC.
Notes to the consolidated financial statements as at December 31, 2021
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
3. Summary of significant accounting policies
(continued)
(d) Financial instruments
Financial assets and liabilities are recognized when the Company becomes a party to the contractual
provisions of the instrument.
Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial assets and liabilities (other than financial assets and financial
liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets
or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the
acquisition of financial assets or financial liabilities measured at fair value through profit or loss are recognized
immediately in the statement of income (loss).
Financial assets
The Company classifies its financial assets according to the following measurement categories:
i. Amortized cost
Assets that are held for collection of contractual cash flows where those cash flows represent solely
payments of principal and interest are measured at amortized cost.
ii.
Fair value through other comprehensive loss (“FVOCI”)
Assets that are held for both collection of contractual cash flows and future potential sale, where the
assets’ cash flows represent solely payments of principal and interest, are measured at fair value
through other comprehensive loss.
iii.
Fair value through profit or loss (“FVPL”)
Assets that do not meet the criteria for amortized cost or FVOCI are measured at fair value through
profit or loss.
Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired
or have been transferred and the Company has transferred substantially all the risks and rewards of
ownership.
Impairment of financial assets
The Company assesses the expected credit losses associated with its financial assets carried at amortized
cost and FVOCI. The impairment methodology applied depends on whether there has been a significant
increase in credit risk.
46
LUNDIN GOLD INC.
Notes to the consolidated financial statements as at December 31, 2021
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
3. Summary of significant accounting policies
(continued)
Financial liabilities
The Company classifies its financial liabilities according to the following measurement categories:
i. FVPL
Liabilities that are (i) held for trading or (ii) designated as FVPL, are measured at FVPL.
A financial liability is classified as held for trading if:
• It has been incurred principally for the purpose of repurchasing it in the near term; or
• On initial recognition it is part of a portfolio of identified financial instruments that the
Company may manage together and has a recent actual pattern of short-term profit-taking;
or
• It is a derivative, except for a derivative that is a financial guarantee contract or a designated
and effective hedging instrument.
A financial liability that is not a financial liability held for trading may be designated as FVPL upon
initial recognition if:
• Such designation eliminates or significantly reduces a measurement or recognition
inconsistency that would otherwise arise; or
• The financial liability forms part of a group of financial assets or liabilities or both, which is
managed and its performance is evaluated on a fair value basis; or
• It forms part of a contract containing one or more embedded derivatives, and IFRS 9 permit
s
the entire combined contract to be designated as FVPL.
The amount of change in the fair value of the financial liability that is attributable to changes in the
credit risk of that liability is recognised in other comprehensive income. The remaining amount of
change in the fair value of liability is recognised in the statement of income (loss)
.
Changes in fair value attributable to a financial liability’s credit risk that are recognised in other comprehensive
income are not subsequently reclassified to the statement of income (loss); instead, they are
transferred to retained earnings upon derecognition of the financial liability.
ii. Amortized cost
Liabilities not measured at FVPL are measured subsequently at amortized cost using the effective
interest method.
Financial liabilities are derecognized when, and only when, the Company’s obligations are discharged,
cancelled or have expired.
(e) Cash and cash equivalents
Cash and cash equivalents include cash on hand and deposits held with banks, which are readily convertible
into known amounts of cash and which mature within 90 days from the original dates of acquisition.
(f) Inventories
Ore stockpiles, in-circuit and finished metal inventory are valued at the lower of weighted average production
cost and net realizable value. Production costs include the cost of raw materials, direct labour, mine-site
overhead expenses and applicable depreciation and depletion of mineral properties, plant and equipment.
Net realizable value is calculated as the estimated price at the time of sale based on prevailing and long-term
metal prices less estimated future production costs to convert the inventories into saleable form and estimated
costs to sell.
47
LUNDIN GOLD INC.
Notes to the consolidated financial statements as at December 31, 2021
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
3. Summary of significant accounting policies
(continued)
Ore stockpile inventory represents ore on the surface that has been extracted from the mine and is available
for further processing. In-circuit inventory represents material in the mill circuit that is in the process of being
converted into a saleable form. Finished metal inventory represents doré and concentrate located at the mine,
in transit to and at port and doré at refineries.
Materials and supplies inventories are valued at the lower of weighted average cost and net realizable value.
Replacement costs of materials and spare parts are generally used as the best estimate of net realizable
value.
Any write-downs of inventory to net realizable value are recorded within cost of sales in the statement of
income (loss). If there is a subsequent increase in the value of inventory, the previous write-downs to net
realizable value are reversed up to cost to the extent that the related inventory has not been sold.
(g) Property, plant and equipment
Property, plant and equipment are carried at cost less accumulated depreciation and impairment losses. The
cost of an asset consists of its purchase price, any directly attributable costs of bringing the asset to its present
working condition and location for its intended use and an initial estimate of the costs of dismantling and
removing the item and restoring the site on which it is located.
Subsequent costs are inclu
ded in the asset’s carrying amount or recognized as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to the
Company and the cost of the item can be measured reliably.
Depreciation
of
a majority of asset classes is calculated using the straight-line method to allocate its cost less its residual value over its estimated useful life. Mine and plant facilities are dep
le
ted using a unit of production method over the total recoverable
re
serves.
The estimated useful lives of property, plant and equipment are as follows:
Buildings 15 to 20 years
Machinery and equipment 10 years
Vehicles 5 years
Furniture and office equipment 3 to 10 years
Mine and plant facilities based on total recoverable reserves on a unit of production basis
Depreciation methods and estimated useful lives and residual values are reviewed annually and when facts
and circumstances require a re-estimate
.
The Company reviews the estimated total recoverable reserves annually and when events and circumstances
indicate that such a review should be made. Changes to estimated total recoverable reserves are accounted
for prospectively.
Expenditures on major maintenance or repairs, includ
ing
the cost of the replacement of parts of assets and overhaul costs or where an asset or part of an asset is replaced, the expenditure is capitalized
and
the remain
in
carrying amount of the item repaired, overhauled or replaced is derecognized when it is probable g
that future economic benefits associated with the item will be available to the Company
.
All other costs are expensed as incurred.
An item of plant and equipment is derecognized upon disposal or when no future economic benefits are
expected to arise from the continued use of the asset. Any related gain or loss
is
determined as the difference
between the net disposal proceeds or residual value, as applicable, and the carrying amount of the asset,
and
is recognized in the statement of income (loss).
48
LUNDIN GOLD INC.
Notes to the consolidated financial statements as at December 31, 2021
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
3. Summary of significant accounting policies
(continued)
(h)
Exploration and evaluation (“E&E”) expenditures and mineral properties
Exploration and evaluation expenditures are those costs required to find a mineral property and determine
commercial viability. E&E costs include costs to establish an initial mineral resource and determine whether
Inferred mineral resources can be upgraded to Measured mineral resources and whether
and
Indicated Measured and Indicated mineral resources can be converted to Proven
and
Probable reserves. E&E costs consist of, but are not limited to:
• gathering exploration data through topographical and geological studies;
• exploratory drilling, trenching and sampling;
• determining the volume and grade of the resource;
• test work on geology, metallurgy, mining, geotechnical and environmental; and
• conducting engineering, marketing and financial studies.
Project costs in relation to these activities are expensed as incurred until such time that the project
demonstrates technical feasibility and commercial viability. Technical feasibility and commercial viability
generally coincides with the establishment of Proven and Probable mineral reserves. Upon demonstrating
technical feasibility and commercial viability, and subject to an impairment analysis, any such future costs
,
including costs incurred to increase Proven
and
Probable reserves, are capitalized as development costs within mineral properties.
After initial recognition, mineral properties are valued at cost less accumulated depletion and any impairment
losses. Costs associated with acquiring a mineral property are capitalized as incurred. Upon commencement
of commercial production, mineral properties are depleted based on total recoverable reserves on a unit of
production basis.
The Company reviews the estimated total recoverable reserves annually and when events and circumstances
indicate that such a review should be made. Changes to estimated total recoverable reserves are accounted
for prospectively.
(i) Impairment of non-financial assets
As
sets that are subject to amortization are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recorded
immediately if
the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the
higher of an asset’s fair value les
s costs to sell and value in use. For the purposes of assessing impairment,
assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating
units).
Fair value is the price that would be received from selling an asset or cash generating unit in an orderly
transaction between market participants at the measurement date. Costs to sell are incremental costs directly
attributable to the disposal of an asset or cash generating unit. Fair value less costs to sell is measured by
estimating future after tax cash flows using estimated future prices, mineral reserves and resources and
operating and capital costs. All inputs used are those that an independent market participant would consider
appropriate.
Value in use is determined as the present value of the future cash flows expected to be derived from continuing
use of an asset or cash generating unit in its present form. These estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current market assessments of the time value
of money and the risks specific to the asset or cash generating unit for which estimates of future cash flows
have not been adjusted.
Non-financial assets that have been impaired in prior periods are reviewed for possible reversal of the
impairment at each reporting date. When identified, a reversal of an impairment loss is recognized in the
statement of income (loss) immediately.
49
LUNDIN GOLD INC.
Notes to the consolidated financial statements as at December 31, 2021
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
3. Summary of significant accounting policies
(continued)
(j) Provisions
Asset retirement obligations
The Company recognizes a liability for an asset retirement obligation on long-lived assets when a present
legal or constructive obligation exists, as a result of past events and the amount of the liability is reasonably
determinable. Asset retirement obligations are initially recognized and recorded as a liability based on
estimated future cash flows discounted at a risk-free rate. This is adjusted at each reporting period for changes
to factors including the expected amount of cash flows required to discharge the liability, the timing of such
cash flows and the risk-free discount rate. Corresponding amounts and adjustments are added to the carrying
value of the related long-lived asset and amortized or depleted to operations over the life of the related asset.
(k) Current and deferred income tax
Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other
comprehensive income or directly in equity. In this case the tax is also recognized in other comprehensive
income or directly in equity, respectively.
i. Current tax
The current income tax charge is calculated on the basis of the tax laws enacted or substantively
enacted
on
the statement of financial position
date in the countries where the Company’s subsidiaries
operate and generate taxable income. Management periodically evaluates positions taken in tax
returns with respect to situations in which applicable tax regulation is subject to interpretation. It
establishes provisions where appropriate on the basis of amounts expected to be paid to the tax
authorities.
ii. Deferred tax
Deferred income tax is recognized on temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the consolidated financial statements. However, the
deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a
transaction other than a business combination that at the time of the transaction affects neither
accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws)
that have been enacted or substantively enacted by the statement of financial position date and are
expected to apply when the related deferred income tax asset is realized or the deferred income tax
liability is settled.
Deferred income tax assets are recognized only to the extent that it is probable that future taxable
profit will be available against which the temporary differences can be utilized.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries,
except where the timing of the reversal of the temporary difference is controlled by the Company and
it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset
current tax assets against current tax liabilities and when the deferred income taxes assets and
liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or
different taxable entities where there is an intention to settle the balances on a net basis.
(l) Share capital
Common shares are classified as equity.
Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction from the
proceeds.
50
LUNDIN GOLD INC.
Notes to the consolidated financial statements as at December 31, 2021
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
3. Summary of significant accounting policies
(continued)
(m) Stock-based compensation
The Company has a stock-based compensation plan, under which the entity receives services from
employees and non-employees as consideration for equity instruments (options share units) of the
an
d Company.
Stock options and share units granted to employees are measured on the grant date. Stock options granted
to non-employees are measured on the date that the goods or services are received.
The fair value of the employee and non-employee services received in exchange for the grant of the options
and share units are recognized as an expense. The total amount to be expensed is determined by reference
to the fair value of the stock options and share units granted and the vesting periods. The total expense is
recognized over the vesting period, which is the period over which all of the specified vesting conditions are
to be satisfied.
The cash subscribed for the shares issued when the options are exercised is credited to share capital, net of
any directly attributable transaction costs.
(n) Earnings (loss) per share
Basic earnings (loss) per share is computed by dividing the net income (loss) available to common
shareholders by the weighted average number of shares outstanding during the reporting period. Diluted
earnings (loss) per share is computed similar to basic earnings (loss) per share except that the weighted
average shares outstanding are increased to include additional shares for the assumed exercise of stock
options, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options
were exercised and that the proceeds from such exercises were used to acquire common stock at the average
market price during the reporting periods.
(o) Comprehensive income
Comprehensive income
is the change in the Company’s net assets that results from trans
actions, events and
circumstances from sources other than the Company’s shareholders and includes items that would not
normally be included in net profit such as
derivative gains (losses) related to the Company’s own credit risk
on
designated financial liabilities measured at fair value through profit or loss
. The Company’s comprehensive
income, components of other comprehensive income (loss) and cumulative translation adjustments are
presented in the consolidated statements of income (loss) and comprehensive income and the statements of
changes in equity.
(p) Revenue recognition
Revenues are recognized when all of the following criteria are met:
• Control has been transferred to the customer;
• Neither continuing managerial involvement to the degree usually associated with ownership, nor
effective control over the goods sold, has been retained;
• The amount of revenue can be reliably measured;
• It is probable that the economic benefits associated with the sale will flow to the Company; and
• The costs incurred or to be incurred in respect of the sale can be reliably measured.
These conditions are generally satisfied when title passes to the customer.
Doré sales
Revenues are recorded at the time of physical delivery, which is also the date that title of the gold and silver
passes to the customer. For gold, the sales price is determined in accordance with the terms of the offtake
commitment (Note 9). For silver, the sales price is fixed on the date of sale based on the silver spot price.
51
LUNDIN GOLD INC.
Notes to the consolidated financial statements as at December 31, 2021
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
3. Summary of significant accounting policies
(continued)
Concentrate sales
Based on the terms of concentrate sales contracts with independent smelting companies, revenues
ar
e
recorded when the concentrate is loaded on vessels for shipment to the customers, which is also the date that
title passes to the customer
.
Sales prices are provisionally set at that time based on the then market prices and
adjusted for variations between the provisional price and the actual final price determined approximately
30
to 60 days after concentrates are unloaded at the port of discharge in accordance with the smelting
contracts.
4. Trade receivables and other current assets
December 31,
December 31,
2021
2020
Trade receivables (a)
$
96,471
$
93,023
VAT recoverable (b)
51,838
16,711
Prepaid expenses and deposits
19,374
23,059
Deferred transaction costs (c)
-
3,704
$
167,683
$
136,497
(a) Trade receivables represent the value of concentrate sold as at period end for which the funds are not yet
received. Consistent with industry standards, these sales generally have relatively long payment terms and
are not settled until two to four months after export. There is no recorded allowance for credit losses. In
determining the recoverability of trade receivables, the Company considers any change in the credit quality
of the counterparty, with the concentration of the credit risk limited due to the nature of the counterparties
involved and a history of no credit losses.
(b) Subject to submission of monthly claims and their acceptance by the applicable tax authorities, VAT paid in
Ecuador by the Company after January 1, 2018 will be refunded or applied as a credit against other taxes
payable, based on the level of export sales in any given month. Therefore, a portion of the VAT recoverable
has been reclassified as current assets.
(c) Deferred transaction costs as at December 31, 2020 were made up of upfront and advisory fees incurred
to secure the cost overrun facility (the “COF”).
With achievement o
f
completion in December 2021 as defined under
the senior debt facility (the “Facility”), the COF expired without being utilized. As a result,
these costs have been expensed directly to the
Company’s statement of
income. 5. Inventories
December 31,
December 31,
202
1
2020
Ore stockpile
$
19,750
$
1,979
Gold in circuit
3,057
3,320
Doré and concentrate
11,203
13,786
Materials and supplies
50,936
40,825
$
84
,946
$
59,910
52
LUNDIN GOLD INC.
Notes to the consolidated financial statements as at December 31, 2021
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
6. Property, plant and equipment
Cost
Construction-
in
-progress
Mine and
plant
facilities
Machinery
and
equipment
Vehicles
Furniture
and office
equipment
Total
Balance, January 1,
2020
$ 867,227
$
4,715
$ 44,670
$ 19,897
$ 2,501
$ 939,010
Additions (a)
29,360
-
10,211
2,121
138
41,830
Reclassifications (b)
(890,488)
841,073
-
-
-
(49,415)
Cumulative translation
adjustment
-
230
-
-
2
232
Balance, December
31, 20
20
6,099
846
,018
54
,881 22
,018 641
931
,657 Additions
49,591
1,129
1,009
1,917
118
53
,764
Disposals and other
-
(1,260)
(25)
(857)
(74)
(2,216)
Reclassifications
(28,154)
28,154
-
-
-
-
Cumulative translation
adjustment
-
57
-
-
-
57
Balance, December
31
, 2021
$
27
,536 $
874
,098 $
55
,865 $
23
,078 $ 2,
685
$
983
,262 Accumulated
depletion and
depreciation
Construction-
in
-progress
Mine and
plant
facilities
Machinery
and
equipment
Vehicles
Furniture
and office
equipment
Total
Balance, January 1,
2020
$ -
$
513
$ 6,969
$ 5,465
$ 1,081
$ 14,028
Depletion and
depreciation
-
36,200
4,806
3,884
589
45,479
Cumulative translation
adjustment
-
-
-
-
2
2
Balance, December
31, 20
20
-
1,672
Depletion
and
depreciation
-
77,753
6,718
4,348
439
89
,258
Disposals and other
-
-
-
(508)
(74)
(
582
) Cumulative translation
adjustment
-
3
-
-
-
3
Balance, December
31, 2021
$ -
$
114
,469 $
18
,493 $
13
,189 $ 2,
037
$
148
,188
Net book value
As at December 31,
2020
$ 6,099
$ 809,305
$ 43,106
$ 12,669
$
969
$ 872,148
As at December 31,
20
21
$
27
,536 $
759
,629 $
37
,372 $ 9,
889
$
648
$ 835,074
53
LUNDIN GOLD INC.
Notes to the consolidated financial statements as at December 31, 2021
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
6. Property, plant and equipment
(continued)
(a) Included in the additions to Construction-
in
-Progress are the following: December 31,
December 31,
20
21
2020
Depletion and depreciation
$
-
$
1,507
Capitalized interest and accretion of
transaction and derivative costs (Note 9)
-
10,556
$
-
$
12,063
Sales in January and February 2020 totaling $52.4 million have been recognized as a reduction of capitalized
Construction-
in
-Progress costs. (b) The Company achieved commercial production at Fruta del Norte in February 2020. In making this
determination, management considered a number of factors, including completion of substantially all
construction development activities in accordance with design and a production ramp up period where mill
feed, in terms of tonnes of ore, equalled an average of 70% of mill capacity over
a
90 day period. With this achievement and continued handover of assets to operations, substantially all of Construction-
in
-Progress w
as
either reclassified to Mine and Plant Facilities ($841 million) or recognized as Opening Inventory ($49.4 million), as applicable, as at February 2020 and depletion commenced on mine and plant facilities.
29
, Effective March 1, 2020, revenues, cost of goods sold, and debt service costs (Note 9 and 14
)
were recognized
in the consolidated statements of income (loss) and comprehensive income). Costs of remaining areas of
construction, not essential to operations, will continue to be captured as Construction-
in
-progress until ready for their intended use.
7. Mineral properties
Cost
Fruta del Norte
Balance, January 1, 20
20
$ 240,665
Adjustments to restoration asset
1,166
Depletion
(10,734)
Balance, December 31, 20
20
Adjustments to restoration asset
376
Depletion
(24,327)
Balance, December 31, 2021
$
207
,146 8. Accounts payable and accrued liabilities
December 31,
December 31,
2021
2020
Accounts payable
$
13,575
$
14,229
Accrued liabilities
54
,393
39,592
$
67,968
$
53,821
54
LUNDIN GOLD INC.
Notes to the consolidated financial statements as at December 31, 2021
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
9.
Long
-term debt December 31,
December 31,
20
21
2020
Gold prepay credit facility (a)
$
197,780
$
248,828
Stream loan credit facility (b)
263,614
268,471
Offtake derivative liability (c)
27,038
32,308
Senior debt facility (d)
251,545
307,487
$
739,977
$
857,094
Less: current portion
Gold prepay credit facility
65,030
68,174
Stream loan credit facility
49,087
50,041
Offtake derivative liability
3,539
4,488
Senior debt facility
70,545
55,872
Long
-term portion
$
551
,776
$
678,519
The gold prepay
credit facility (the “Prepay Loan”), stream loan credit facility (the “Stream Loan”), and the offtake
derivative liability are accounted for as financial liabilities at fair value through profit or loss and are comprised of
the following as at December 31, 2021.
Gold prepay
credit
facility
Stream loan
credit
facility
Offtake
derivative
liability
Total
Principal
$
110,526
$
132,579
$
-
$
243
,105
Transaction costs
(2,150)
(2,284)
-
(4,434)
Derivative fair value adjustments
89,404
133,319
27,038
249,761
Total
$
197
,780
$
263
,
61
4 $
27,038
$
488
,432
Derivative fair value adjustments reflect the revaluation of the financial instruments at fair value as at December
31, 2021. The derivative gain or loss
related to the Company’s own credit risk recorded in other comprehensive
income (loss)
includes the impact of the difference between the Company’s own credit risk at the time of entering
into the long-term debt and the statement of financial position date (see also Note
19
). (a) Gold prepay credit facility
The Prepay Loan is a secured loan facility with a stated interest rate of 7.5% per annum with interest accruing
based upon the outstanding balance.
The Prepay Loan is amortized quarterly and matures i
n
June 2025. Quarterly payments are equivalent to the value of 9,775 oz. of gold based on the gold spot price at the time of the payment date. The excess of the
quarterly repayments over the principal due quarterly and the balance of interest accrued to that date, if any,
is a variable additional charge (the “Finance Charge”). If the average gold price in the fiscal quarter prior to
repayment date is less than $1,436 per oz. or less than $1,062 per oz., repayments will be based on 11,500
oz. or 13,225 oz. of gold, respectively.
During the year ended December 31, 2021, the Company made payments under the Prepay Loan totaling
$69.3 million (2020 which $31.6 million (2020 million) was paid on account of
–
$18.3 million) of –
$7.9 principal; $37.1 million (2020
–
$10.4 million) for accrued interest; and $0.6 million (2020
–
nil) for the Finance Charge (see Note
19
).
The Company has elected to measure the Prepay Loan as a financial liability measured at fair value through
profit or loss.
55
LUNDIN GOLD INC.
Notes to the consolidated financial statements as at December 31, 2021
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
9.
Long
-term debt (c
ontinued)
(b) Stream loan credit facility
The Stream Loan is a secured loan facility with a stated interest rate of 7.5% per annum with interest accruing
based upon the outstanding balance.
The Stream Loan is repayable in variable monthly instalments equivalent to the value of 7.75% of gold
production less $400 per oz. (the “Gold Base Price”) and 100% of the silver production less $4 per oz. (the
“Silver Base Price”) upon the start of commercial production at Fruta del Norte, up to a maximum of 350,000
oz. of gold and six million oz. of silver. The Gold Base Price and Silver Base Price will increase by 1% per
annum starting on the third anniversary of the commercial production date. The excess of the monthly
repayments over the principal due monthly and the balance of interest accrued to that date, if any, will be a
Finance Charge.
During the year ended December 31, 2021, the Company made payments under the Stream Loan totaling
$47.3 million (2020 $12.7 million (2020 $4.8 million) was paid on account of
–
$18.0 million) of which –
principal; $34.4 million (2020
–
$13.2 million) for accrued interest; and $0.2 million (2020 –
nil) for the Finance Charge (see Note
19
). As at December 31, 2021, based on the projected life of mine production and other significant assumptions (see Note
19
), the estimated fair value equivalent to 309,351 oz. of gold and 5,147,538
oz. of silver remains outstanding under the Stream Loan.
The Company has the option to repay (i) 50% of the remaining Stream Loan on June 30, 2024 for $150 million
and / or (ii) the other 50% of the remaining Stream Loan on June 30, 2026 for $225 million.
The Company has elected to measure the Stream Loan as a financial liability measured at fair value through
profit or loss.
(c) Offtake Commitment
The lender of the Prepay Loan and Stream Loan has been granted the right to purchase 50% of Fruta del
Norte gold production, up to a maximum of 2.5 million oz., at a price determined based on monthly delivery
dates and a defined quotational period. This obligation is satisfied first through the sale of doré and then, if
required, financial settlement.
The Company has determined that the Offtake represents a derivative financial liability. Accordingly, the
Offtake, which is primarily a function of the gold price option feature, is measured at fair value at each
statement of financial position date, with changes in the derivative fair value being recorded in profit or loss.
(d) Senior debt facility
Tranche A
Tranche B
Total
Principal
$
191,250
$
76,500
$
267,750
Transaction costs
(12,070)
(4,135)
(16,205)
Total
$
179
,180
$
72
,365
$
251,545
The Facility is a senior secured loan comprised of two tranches: a senior commercial facility (“Tranche A”) and
a senior covered facility under a raw material guarantee (“Tranche B”). The annual interest rate is the three
or six-month LIBOR plus an average margin of approximately 5.05% for Tranche A and 2.50% for Tranche B.
Tranche A and Tranche B are subject to risk mitigation and guarantee fees of 2.00% and 3.15%, respectively.
The Facility is repayable in variable quarterly instalments and matures in June 2026. In addition, accelerated
quarterly principal repayments based on 30% of Fruta del Norte’s excess cash flow apply
starting in 2022 for
which an estimate is included in the current portion of long-term debt.
During the year ended December 31, 2021, the Company paid $59.5 million of principal (2020
–
$22.8 million)
and $13.7 million (2020
–
$14.7 million) of interest relating to the Facility. 56
LUNDIN GOLD INC.
Notes to the consolidated financial statements as at December 31, 2021
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
9.
Long
-term debt (continued)
(e)
Cost overrun facility (the “COF”)
On March 29, 2019, the Company entered into a $75 million COF with a related party of the Company by
virtue of its shareholding in the Company in excess of 20%. With achievement of completion in December
2021 as defined under the senior debt facility, the COF expired without being utilized.
Under the long-term debt, the Company, together with its subsidiaries related to Fruta del Norte (collectively, the
“
FDN
Subsidiaries”), are subject to a number of covenants while amounts
remain outstanding including maintaining
a minimum cash balance of $40 million in its operating subsidiary as its debt service reserve balance
.
The long-term debt is secured by a charge over the FDN
Subsidiaries’
assets, pledges of the shares of the FDN Subsidiaries
and guarantees of the Company and the FDN Subsidiaries.
10. Reclamation provision
The Company’s
reclamation provision relates to the rehabilitation of Fruta del Norte. The reclamation provision
has been calculated based on total estimated rehabilitation costs and discounted back to its present value. The
pre-tax discount rate and inflation rate are adjusted annually and reflect current market assessments. At December
31, 2021
, t
he Company applied a pre-tax discount rate of 9.5% (2020
–
9.
4%) and an inflation rate of 1.5% (2020
–
1.8%). The estimated total future liability for reclamation and remediation costs on an undiscounted basis and
adjusted for an estimate of future inflation is approximately $27.0 million (20
20
–
$22.8 million). December 31,
20
21
2020
Balance, beginning of year
$
5,956
$
4,751
Change in discount rate, amount, and timing of cash flows
376
1,166
Accretion of liability component of obligations
106
39
$
6,
438
$
5,956
57
LUNDIN GOLD INC.
Notes to the consolidated financial statements as at December 31, 2021
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
11. Share capital
Authorized:
• Unlimited number of common shares without par value
• Unlimited number of preference shares without par value
A continuity summary of the issued and outstanding common shares and the associated dollar amounts is
presented below:
Number of
common shares
Share capital
Balance at January 1, 2020
223,631,212
$
899,903
Proceeds from equity financing, net
4,772,500
41,419
Exercise of stock options
1,074,650
5,318
Exercise of anti-dilution rights
609,975
5,085
Balance at December 31, 2020
230,088,337
951
,725
Exercise of stock options
2,189,250
12,435
Vesting of share units
48,269
463
Exercise of anti-dilution rights
1,036,027
10,117
Balance at December 31, 2021
233
,361,883
$
974
,740
(a) On
June 11, 2020, the Company closed a bought deal equity financing (the “2020 Bought Deal”) by issuing
4,772,500 shares of the Company at a price of CAD$12.05 per share for gross proceeds of CAD$57.5 million
($42.4 million), which included the exercise in full of the over-allotment option of an additional 622,500 shares.
Share issue costs of $1.0 million were paid resulting in net proceeds of $41.4 million received by the Company
in relation to the 2020 Bought Deal.
(b) During the year ended December 31, 2021, the Company issued 1,036,027 common shares to Newcrest
Mining Limited (“Newcrest”) at a weighted average price of CAD$11.9
7 per share for total proceeds of $10.1
million. During the year ended December 31, 2020, 609,975 common shares were issued at a weighted
average price of CAD$11.55 per share for total proceeds of $5.1 million. Both issuances were completed in
accordance with Newcrest’s anti
-dilution rights granted as part of its initial investment into the Company.
12. Stock-based compensation and share purchase warrants
(a) Stock-based compensation
In 2019, t
he Company adopted an omnibus incentive plan (the “Omnibus Plan”)
that allows for the reservation
of a maximum 8.5% of the common shares issued and outstanding at any given time for issuance under the
Omnibus Plan. Under the Omnibus Plan, the Company may grant stock options, restricted share units and
deferred share units (
collectively, the “Awards”). Subject to specific provisions under the Omnibus Plan, the
eligibility, vesting period, term, and number of Awards are granted at the discretion of the Company’s board
of directors.
Restricted share units entitle the recipient, upon settlement, to receive common shares or, subject to
provisions under the Plan, the cash equivalent or a combination thereof. The Company’s board of directors
may also grant restricted share units that include performance criteria which vest based on a multiplier
(“PSUs”).
Deferred share units may only be granted to non-employee directors and are payable after termination of the
recipient’s service with the Company. Upon settlement, the recipient may receive common shares or, subject
to provisions under the Plan, the cash equivalent or a combination thereof.
58
LUNDIN GOLD INC.
Notes to the consolidated financial statements as at December 31, 2021
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
12. Stock-based compensation and share purchase warrants
(continued)
i. Stock options
Stock options granted and outstanding under the Omnibus Plan and a pre-existing stock option plan (the
“Option Plan”) have an expiry date of five years and vest over a period of two
or three years from date of grant.
No additional stock options can be granted under the Option Plan.
During the year ended December 31
,
2021, 893,700 stock options were granted under the Omnibus Plan which have an expiry date of five years and vest over a period of three years from date of grant.
Stock options are exercisable into one common share of the Company at the price specified in the terms of
the option agreement.
A continuity summary of the stock options granted and outstanding under the Omnibus Plan and Option Plan
is presented below:
Year Ended
Year Ended
December 31, 2021
December 31, 20
20
Number of
Weighted
average
Number of
Weighted
average
Common Shares
exercise price
(CAD)
Common Shares
exercise price
(CAD)
Balance, beginning of year
6,226,450
$
6.00
6,508,200
$
4.91
Granted
893,700
10.55
821,800
12.60
Forfeited
(67,500)
12.05
(28,900)
12.60
Exercised
(1)
(2,189,250)
4.88
(1,074,650)
4.23
Balance outstanding, end of year
4,
863
,400
$
7.26
6,226,450
$
6.00
Balance exercisable, end of year
3,531,122
$
5.74
4,634,800
$
4.99
(1)
The weighted average share price on the exercise date for the stock options exercised during the year ended December
31, 2021 was CAD$
10.43
(20
20
–
CAD$10
.19
). The following table summarizes information concerning outstanding and exercisable options at December 31
,
20
21:
Outstanding options
Exercisable options
Range of
exercise
prices (CAD)
Number of
options
outstanding
Weighted
average
remaining
contractual
life (years)
Weighted
average
exercise
price
(CAD)
Number of
options
outstanding
Weighted
average
remaining
contractual
life (life)
Weighted
average
exercise
price (CAD)
$
4.90 to 5.21
1,780,600
0.73
$ 5.14
1,780,600
0.73
$ 5.14
$
5.22 to 10.00
1,515,100
2.11
1,515,100
2.11
5.37
$
10.01 to 12.60
1,567,700
3.74
235,422
3.15
12.60
4,
863
,400
2.13
$ 7.26
3,
531
,122
1.48
$ 5.74
59
LUNDIN GOLD INC.
Notes to the consolidated financial statements as at December 31, 2021
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
12. Stock-based compensation and share purchase warrants
(continued)
The fair value based method of accounting was applied to stock options granted to employees, including
directors, and non-employees on the date of grant using the Black-Scholes option pricing model with the
following weighted-average assumptions:
2021
2020
Risk-free interest rate
0.39%
1.38%
Expected stock price volatility
36.13%
28.28%
Expected life
5 years
5 years
Expected dividend yield
-
-
Weighted-average fair value per option granted (CAD)
$3.38
$3.46
The equity-settled share-based payment reserve includes the fair value of employee options as measured at
grant date and amortized over the period during which the employees become unconditionally entitled to the
options.
During the year ended December 31, 2021, the Company recorded stock-based compensation expense of
$1.9 million (20
20
–
$2.2 million) relating to stock options.
ii. Share units
Under the Omnibus Plan, the Company has granted restricted share units and deferred share units to eligible
employees and non-employee directors as presented below
Restricted share units with
performance criteria
Restricted share units
Deferred share
Settled in cash
Settled in shares
Settled in cash
Settled in shares
units
Balance at January 1, 2020
-
-
-
-
-
Granted
148,000
-
29,500
34,600
1,639
Cancelled
-
-
(2,800)
-
-
Balance at December 31, 2020
148,000
-
26,700
34,600
1,639
Granted
-
187,300
-
118,300
32
,738
Cancelled
-
-
(2,100)
(4,9
00)
-
Settled
-
-
(37,200)
(11,069)
Balance at December 31, 2021
148,000
187,300
24,6
00
11
0,8
0023
,308
60
LUNDIN GOLD INC.
Notes to the consolidated financial statements as at December 31, 2021
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
12. Stock-based compensation and share purchase warrants
(continued)
Restricted share units with performance criteria
During the year ended December 31, 2021, the Company granted 187,300 restricted share units with
performance criteria that are settled in shares (“Share PSUs”). During the year ended December 31, 2020,
the Company granted 148,000 restricted share units wi
th performance criteria that are settled in cash (“Cash
PSUs”). The Share PSUs and Cash PSUs were granted to eligible employees and vest three years from date
of grant subject to continued employment and certain performance conditions being met. The number of
Share PSUs and Cash PSUs that vest will be adjusted using a multiplier that is based on total shareholder
return by the Company’s shares over the three
-year period relative to a peer group as defined by the
Company’s board of directors. Each vested
Share PSU entitles the recipient to a payment of one common
share while each vested Cash PSU entitles the recipient to a payment of one common share or cash with an
equivalent market value, at the recipient’s option. If the recipient elects a cash payout,
the market value is
determined as the volume weighted average trading price of the Company’s shares on the TSX for the five
trading days immediately preceding the vesting date.
Using Monte Carlo simulation, the fair value of Share PSUs was measured on the date of grant while the fair
value of Cash PSUs was measured as at December 31, 2021 and December 31, 2020 with the following
weighted-average assumptions:
December 31, 2021
December
Share PSUs
Cash PSUs
31, 2020
Risk-free interest rate
0.89%
1.17%
0.53%
Average expected volatility of the Company and its peer group
57.53%
43.15%
55.03%
Expected life
3 years
1.40 years
2.40 years
Expected dividend yield
-
-
-
Weighted-average fair value per unit (CAD)
$11.19
$10.14
$10.89
The fair value of Share PSUs measured at grant date are being amortized over the period during which the
employees become unconditionally entitled to the Share PSUs. During the year ended December 31, 2021,
the Company recorded stock-based compensation expense of $0.5 million (2020
–
nil) relating to Share PSUs
and has recorded a liability of $1.2 million to recognize the estimated fair value of the Cash PSUs as at
December 31, 2021 (2020
–
$1.2 million). Restricted share units without performance criteria
During the year ended December 31, 2021, the Company granted 118,300 restricted share units without
performance criteria that are settled in shares (“Share RSUs”).
During the year ended December 31, 2020,
the Company granted 34,600 Share RSUs and 29,500 restricted share units without performance criteria that
are settled in cash (“
Cash RSUs
”). The Share RSUs and Cash RSUs were granted
to eligible employees
and
vest one to three years from date of grant subject to continued employment. Each vested Share RSU entitles
the recipient to a payment in shares upon vesting while each vested Cash RSU entitles the recipient to a
payment in cash based on the market value of one common share at the end of the three-year period. The
market value is determined as the volume weighted average trading price of the Company’s shares on the
TSX for the five trading days immediately preceding the vesting date.
61
LUNDIN GOLD INC.
Notes to the consolidated financial statements as at December 31, 2021
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
12. Stock-based compensation and share purchase warrants
(continued)
Using the Black-Scholes option pricing model, the fair value of the Share RSUs was measured on the date of
grant while the fair value of the Cash RSUs was measured as at December 31, 2021 and December 31, 2020
with the following weighted-average assumptions:
December 31, 2021
December 31, 2020
Share
RSUs
Cash
RSUs
Share
RSUs
Cash
RSUs
Risk-free interest rate
0.22%
1.04%
0.29%
0.26%
Expected stock price volatility
53.
30
% 37
.
71%
66.62%
52.58%
Expected life
1.70 years
1.15
years
0.85 years
2.15 years
Expected dividend yield
-
-
-
-
Weighted-average fair value per unit (CAD)
$12.87
$
11.
44
$14.26
$1
4.32
The fair value of Share RSUs measured at grant date are being amortized over the period during which the
employees become unconditionally entitled to the Share RSUs. During the year ended December 31, 2021,
the Company recorded stock-based compensation expense of $0.7 million (2020
–
$0.3 million) relating to Share RSUs and has recorded a liability of $0.2 million to recognize the estimated fair value of the Cash RSUs
as at December 31, 2021 (2020
–
$0.3 million). Deferred share units (“DSUs”)
During the years ended December 31, 2021 and December 31, 2020, the Company granted
32
,738 DSUs and 1,639 DSUs, respectively, to non-employee directors of which
11
,069 DSUs vested and were settled during the year. The DSUs do not vest until the end of service as a director of the Company. Each vested
DSU entitles the recipient to a payment in shares.
During the year ended December 31, 2021, the Company recorded stock-based compensation expense of
$0.3 million (2020
–
nil) relating to DSUs. (b) Share Purchase Warrants
As at December 31, 2021 and December 31, 2020, there were 411,441 warrants issued and outstanding.
Each warrant has a term of three years from the date of issue and is exercisable for a common share upon
payment of the exercise price of CAD$5.98. The outstanding warrants have a weighted average remaining
contractual life of three months.
62
LUNDIN GOLD INC.
Notes to the consolidated financial statements as at December 31, 2021
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
13. Administration
December 31,
20
21
December 31,
2020
Corporate social responsibility
$
1,170
$
814
Investor relations
192
219
Office and general
2,892
2,452
Professional fees
2,337
2,280
Regulatory and transfer agent
375
321
Salaries and benefits
5,786
7,654
Special government levy (a)
9,705
-
Stock-based compensation
3,038
4,061
$
25
,495
$
17,801
a) In November 2021, the Government of Ecuador enacted regulations which contained a special one
-time levy
to fund the Country’s COVID
-19 response on companies with net equity in excess of $5 million as at December
31, 2020. The special levy was fully expensed in 2021 and is payable in two instalments in 2022 and 2023.
14. Finance expense (income)
December 31,
20
21
December 31,
2020
Interest expense
34,187
33,940
Finance charge (Note 9)
1,062
-
Other finance costs (Note 9)
11,627
7,714
Accretion of transaction costs
4,405
3,690
Interest income
(353)
(402)
$
50,928
$
44,942
With the achievement of commercial production, effective March 1, 2020, debt service costs are recognized in the
consolidated statements of income (loss) and comprehensive income (Note 6(b)).
15. Related party transactions
Key management compensation
Key management includes executive officers and directors of the Company. The compensation paid or payable
to key management for employee services and directors is shown below.
December 31,
December 31,
20
21
2020
Salaries, bonuses and benefits
$
5,164
$
6,576
Stock-based compensation
2,626
3,283
$
7,
790
$
9,859
63
LUNDIN GOLD INC.
Notes to the consolidated financial statements as at December 31, 2021
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
16. Income taxes
(a) Income tax expense
Income tax expense differs from the amount that would result from applying the Canadian federal and
provincial income tax rates to net loss before tax. These differences result from the following items:
December 31,
20
21
2020
Net income (loss) before tax
$
257,101
$
(60,374)
Canadian federal and provincial income tax rates
00
% Expected income tax expense based on the above
rates
69,417
(16,301)
Increase (decrease) due to:
Differences in foreign tax rates
12,576
2,270
Non-deductible costs
7,076
7,308
Losses and temporary differences for which an income tax asset has
not been recognized
2,547
1,233
Non-taxable portion of capital gains
(52)
35
Benefits of previously unrecognized deferred income tax assets
(55,889)
(7,761)
Income tax expense (recovery)
$
35
,675
$
(13,216)
The Company recognized a deferred income tax recovery relating to deferred tax assets that are expected to
be utilized as a result of expected future taxable earnings.
(b) Deferred income taxes
Deferred tax assets and liabilities have been recognized on the statement of financial position as follows:
December 31,
20
21
2020
Inventories
$
(1,906)
$
-
Mineral properties and property, plant and equipment
(55,323)
(13,762)
Long
-term debt
78,325
13,762
Trade receivables and other current assets
6,663
-
Accounts payable and accrued liabilities
3,351
-
$
31
,110
$
-
64
LUNDIN GOLD INC.
Notes to the consolidated financial statements as at December 31, 2021
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
16. Income taxes
(continued)
Deductible temporary differences for which no deferred taxes assets have been recognized are as follows:
December 31,
20
21
2020
Non-capital losses - Canada
$
31,469
$
28,921
Net-capital losses - Canada
15,156
14,604
Non-capital losses - Ecuador
-
8,210
Long
-term debt
-
153,972
Mineral properties and property, plant and equipment
24,646
24,536
Share issuance costs
1,871
3,049
Other
6,814
18,437
$
79
,956
$
251,729
As at December 31, 2021, the Company has the following tax losses which may be used to reduce future taxable
income:
Year of expiry
Canada
2021
$
-
2022
-
2023
-
2024
-
2025 and onwards
31,469
Total
$
31,469
17. Supplemental cash flow information
December 31,
20
21
2020
Change in trade receivables and other current
assets related to:
Sales recognized as a reduction of property,
plant and equipment
$
-
$
20,936
Change in accounts payable and accrued
liabilities related to:
Acquisition of property, plant and equipment
(3,227)
(49,935)
65
LUNDIN GOLD INC.
Notes to the consolidated financial statements as at December 31, 2021
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
17. Supplemental cash flow information
(continued)
The following table sets forth the changes in liabilities arising from financing activities for the year ended December
31, 2021.
Gold
prepay
credit
facility
Stream
loan credit
facility
Offtake
derivative
liability
Senior
debt
facility
Total
Balance, January 1, 2020
$
234,917
$
290,124
$
26,856
$
326,689
$
878,586
Cash inflows
-
-
-
-
-
Cash outflows
(18,328)
(17,952)
-
(22,750)
(59,030)
Change in derivative fair values
20,238
(15,194)
5,452
-
10,496
Other changes
(1)
12,001
11,493
-
3,548
27,042
Balance, December 31, 2020
$
248,828
$
268,471
$
32,308
$
307,487
$
857,094
Cash inflows
-
-
-
-
-
Cash outflows
(68,635)
(47,091)
-
(59,500)
(
175
,226) Change in derivative fair values
7,030
31,473
(5,270)
-
33,233
Other changes
(1)
10,557
10,7
61
-
3,5
58
24
,
876
Balance, December 31, 2021
$
197
,780
$
263
,614
$
27
,
038
$
251
,545
$
739
,
97
7 (1)
Other changes include non-cash movements and interest accruals.
18. Segmented information
Operating segments are components of an entity that engage in business activities from which they incur expenses
and whose operating results are regularly reviewed by a chief operating decision maker to make resource
allocation decisions and to assess performance. The Chief Executive Officer is responsible for allocating
resources and reviewing operating results of each operating segment on a periodic basis.
The Company’s primary business activity is the Fruta del Norte operating mine in Ecuador. Materially all of the
Company’s non
-current assets and non-current liabilities relate to Fruta del Norte. In addition, the Company
conducts exploration activities and maintains a number of concessions in Ecuador outside of Fruta del Norte.
66
LUNDIN GOLD INC.
Notes to the consolidated financial statements as at December 31, 2021
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
18. Segmented information
(continued)
The following are summaries of the Company’s current and non
-current assets, current and non-current liabilities,
and
net income (loss) by segment:
Fruta del
Norte
Other
concessions
Corporate
and other
Total
As at December 31, 2021
Current assets
$ 477,908
$ 2,792
$ 47,537
$ 528,237
Non-current assets
1,156,876
-
-
1,156,876
Total assets
1,
634
,784
2,792
47,537
1,
685
,113
Current liabilities
308
,316
1,386
1,314
311,016
Non-current liabilities
558
,214
-
1,406
559,620
Total liabilities
866
,530
1,386
2,
720
870
,636
For the year ended December 31, 2021
Capital expenditures
53,764
-
-
53,764
Revenues
733,329
-
-
733,329
Income from mining operations
355,712
-
-
355,712
Corporate administration
(13,605)
(200)
(11,690)
(
25
,495)
Exploration expenditures
-
(9,065)
-
(9,065)
Finance income (expense)
(51,265)
-
337
(
50
,928) Other income (expense)
(2,118)
20
(312)
(2,410)
Derivative loss
(10,713)
-
-
(10,713)
Income tax expense
(35,620)
-
(55)
(35,675)
Net income (loss) for the year
242
,391
(9,
245
) (
11
,720) 221
,426
67
LUNDIN GOLD INC.
Notes to the consolidated financial statements as at December 31, 2021
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
18. Segmented information
(continued)
Fruta del
Norte
Other
concessions
Corporate
and other
Total
As at December 31, 20
20
Current assets
$ 240,991
$
968
$ 47,040
$ 288,999
Non-current assets
1,216,361
-
-
1,216,361
Total assets
1,457,352
968
47,040
1,505,360
Current liabilities
231,570
170
656
232,396
Non-current liabilities
684,475
-
1,631
686,106
Total liabilities
916,045
170
2,287
918,502
For the year ended December 31, 20
20
Capital expenditures
41,830
-
-
41,830
Revenues
358,156
-
-
358,156
Income from mining operations
172,386
-
-
172,386
Corporate administration
(4,231)
(46)
(13,524)
(17,801)
Exploration expenditures
-
(2,805)
-
(2,805)
Suspension of operations
(29,304)
-
-
(29,304)
Finance income (expense)
(45,313)
-
371
(44,942)
Other expense
(7)
-
(917)
(924)
Derivative loss
(136,984)
-
-
(136,984)
Deferred income tax recovery
13,216
-
-
13,216
Net loss for the year
(30,237)
(2,851)
(14,070)
(47,158)
19. Financial instruments and risk management
The Company’s financial instruments
include cash, cash equivalents and certain receivables, which are
categorized as financial assets at amortized cost, and accounts payable and accrued liabilities, which are
categorized as financial liabilities at amortized cost. The fair value of these financial instruments approximates
their carrying values due to the short-term nature of these instruments. In addition, the Gold Prepay Loan; Stream
Loan; and offtake commitment have been classified as financial liabilities measured at fair value and the senior
debt facility as a financial liability at amortized cost. Further, provisionally priced trade receivables of $75.7 million
(2020 - $83.4 million) are measured at fair value using quoted forward market prices (level 2).
(a) Fair value measurements and hierarchy
IFRS establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair
value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities and the lower priority to unobservable inputs. The three levels of the fair value hierarchy
are as follows:
Level 1: Quoted prices in active markets for identical assets or liabilities that the reporting entity has
the ability to access at the measurement date.
Level 2: Inputs that are observable, either directly or indirectly, for substantially the full term of the
asset or liability.
Level 3: Inputs that are both significant to the fair value measurement and unobservable.
68
LUNDIN GOLD INC.
Notes to the consolidated financial statements as at December 31, 2021
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
19
. Financial instruments and risk management
(continued)
(b) Fair value measurements using significant unobservable inputs (Level 3)
The following table sets forth the Company’s financial liabilities measured at fair value on a recurring basis by
level within the fair value hierarchy for the years ended December 31, 2021 and December 31, 2020. Each
of these financial instruments are classified as Level 3 as their valuation includes significant unobservable
inputs.
Gold prepay
credit
facility
Stream loan
credit
facility
Offtake
derivative
liability
Total
Balance, January 1, 2020
$
234,917
$
290,124
$
26,856
$
551,897
Principal paid
(7,895)
(4,767)
-
(12,662)
Interest paid
(10,433)
(13,185)
-
(23,618)
Interest accrued and capitalized at
stated rate of 7.5%
11,387
11,302
-
22,689
Accretion of transaction costs
614
191
-
805
Derivative fair value adjustments recognized in:
Property, plant and equipment
735
866
-
1,601
Derivative loss
59,961
71,571
5,452
136,984
Other comprehensive income
(40,458)
(87,631)
-
(128,089)
Change in derivative fair values
20,238
(15,194)
5,452
10,496
Balance, December 31, 2020
$
248,828
$
268,471
$
32,308
$
549,607
Principal paid
(31,579)
(12,654)
-
(44,233)
Interest paid
(37,056)
(34,437)
-
(
71
,493) Interest accrued and capitalized at
stated rate of 7.5%
9,942
10,570
-
20
,512
Accretion of transaction costs
614
1
91
-
80
5
Derivative fair value adjustments recognized in:
Derivative gain (loss)
(3,225)
19,208
(5,270)
10
,713
Other comprehensive income
10,256
12,265
-
22,521
Change in derivative fair values
7,031
31
,473
(5,270)
33
,234
Balance, December 31, 2021
$
197
,780
$
263
,614
$
27,038
$
488
,432
(c) Significant assumptions in valuation and relationship to fair value
The financial liabilities above were valued using Monte Carlo simulation valuation models. The significant
assumptions used in the Monte Carlo valuation models include: the gold forward prices, gold price volatility,
the risk-free rate of return, risk-adjusted discount rates, and the projected life of mine production schedule. In
addition, in valuing the Stream Loan, the silver forward prices, silver price volatility, and the gold/silver price
correlation were also used.
69
LUNDIN GOLD INC.
Notes to the consolidated financial statements as at December 31, 2021
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
19
. Financial instruments and risk management
(continued)
As the gold price and silver price volatilities and risk-adjusted discount rates are unobservable inputs, the
financial liabilities above are classified within Level 3 of the fair value hierarchy. The following table
summarizes the quantitative information about the significant unobservable inputs used in Level 3 fair value
measurements.
Fair value at
December
31
, 2021
Unobservable
inputs
Range of
inputs
Relationship of unobservable
inputs to fair value
Financial
liabilities
measured at
fair value
$
488
,432
Gold price and
silver price
volatilities
12% to 33%
An increase or decrease in the
expected volatilities of 5% would
increase or decrease the fair value
of long-term debt and derivative loss
by $5.8 million or $6.7 million,
respectively
Risk-adjusted
discount rates
12% to 14%
An increase or decrease in risk-
adjusted discount rates of 1% would
decrease or increase the fair value of
long
-term debt and comprehensive
income by $13.5 million or $14.0
million, respectively
(d) Valuation processes
The valuation of financial instruments classified as Level 3 of the fair value hierarchy were prepared by an
independent valuation specialist under the direct oversight of the Vice President, F
inance (“VP Finance”) of
the Company. Discussions of valuation processes and results are held between the VP Finance, the Chief
Financial Officer, and reported to the audit committee at least once every three months, in line with the
Company’s quarterly reporting periods.
(e) Financial risk management
The
Company’s financial instruments are exposed to a variety of financial risks by virtue of its activities
or by their nature.
Currency risk
Lundin Gold is operations in Ecuador. Revenues generated and
a
Canadian company, with foreign expenditures incurred in Ecuador are primarily denominated in U.S. dollars, as are its loan facilities. However,
equity capital, if needed, is typically raised in Canadian dollars. As such, the Company is subject to risk due
to fluctuations in the exchange rates of foreign currencies. Although the Company does not enter into
derivative financial instruments to manage its exposure, the Company tries to manage this risk by maintaining
most of its cash in U.S. dollars. Based on this exposure, a 2% change in the U.S. dollar exchange rate would
give rise to an increase or decrease of approximately $0.7 million in net income for the year.
Credit risk
Credit risk is the risk of a financial loss to the Company if a counterparty to a financial instrument fails to meet
its contractual obligations. The majority of the Company’s cash is held in large financial institution
s with a
high investment grade rating. The Company is also subject to credit risk associated with its trade receivables.
The Company manages this risk by only selling to
a
small group of reputable customers with strong financial statements.
70
LUNDIN GOLD INC.
Notes to the consolidated financial statements as at December 31, 2021
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
19
. Financial instruments and risk management
(continued)
Interest rate risk
The Company is subject to interest rate risk with respect to the fair value of long-term debt which are accounted
for at fair value through profit or loss and on the senior debt facilities for which interest payments are affected
by movements to the LIBOR rate. Refer to Note
19
(c) for the impact of changes in interest rates on the fair value of the Company’s long
-term debt.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. Cash
flow forecasting is performed regularly
to
monitor the Company’s liquidity requirements to ensure it has
sufficient cash to meet its operational needs at all times. In addition, management is actively involved in the
review, planning and approval of significant expenditures and commitments.
The Company’s accounts payable and accrued liabilities are due within twelve months. For the Company’s
l
ong
-term debt, terms of repayment are described in Note 9. Commodity price risk
The Company is subject to commodity price risk from fluctuations in the market prices
of
gold and silver. Commodity price risks are affected by many factors that are
outside the Company’s control
including global or regional consumption patterns, the supply of and demand for metals, speculative activities, the availability
and costs of metal substitutes, inflation and political and economic conditions. The Company has not hedged
the price of any commodity at this time.
The fair value of long-term debt accounted for at fair value through profit or loss is impacted by fluctuations of
commodity prices
.
Based on this exposure, an increase or decrease of 5% in gold and silver prices would increase or decrease the fair value of long-term debt and the derivative loss by $26.5 million.
20. Capital risk management
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going
concern and operate Fruta del Norte and to maintain a flexible capital structure which optimizes the cost of capital
at an acceptable risk.
In the management of capital, the Company considers items included in
shareholders’
equity and long-term debt. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions
and the risk characteristics of the Company’s assets. In order to main
tain or adjust the capital structure, the
Company may attempt to issue new shares or debt instruments, acquire or dispose of assets, or to bring in joint
venture partners.
In order to facilitate the management of its capital requirements, the Company prepares annual budgets that are
updated as necessary depending on various factors, including successful capital deployment and general industry
conditions. The annual and updated budgets are approved by the Board of Directors.
71
LUNDIN GOLD INC.
Notes to the consolidated financial statements as at December 31, 2021
(All dollar amounts are stated in U.S. dollars unless otherwise indicated. Tables are expressed in thousands of U.S.
dollars, except share and per share amounts)
21.
Commitments
Significant capital expenditures contracted as at December 31, 2021 but not recognized as liabilities are as follows:
Development
costs
20
22
$
10,877
202
3
-
202
4
-
Total
$
10,877
The Company’s sales are subject to a 5%
net smelter royalty payable to the Government of Ecuador and a 1% net
revenue royalty payable to third parties.
72
Corporate Information
BOARD OF DIRECTORS
Lukas H. Lundin, Chairman
Geneva, Switzerland
Carmel Daniele
London, United Kingdom
Gillian Davidson
Edinburgh, United Kingdom
Ian Gibbs
Vancouver, Canada
Chantal Gosselin
Vancouver, Canada
Ashley Heppenstall
London, United
Kingdom
Ron F. Hochstein
Vancouver, Canada
Craig Jones
Queensland, Australia
Paul McRae
Algarve, Portugal
Bob Thiele
New South Wales, Australia
OFFICERS
Ron F. Hochstein
President & Chief Executive Officer
Alessandro Bitelli
Executive Vice President
&
Chief Financial Officer
Sheila Colman
Vice President, Legal
& Corporate Secretary
David Dicaire
Vice President, Projects
Nathan Monash
Vice President, Business
Sustainability
Andre Oliveira
Vice President, Exploration
Iliana Rodriguez
Vice President, Human Resources
Chester See
Vice President, Finance
OFFICES
CORPORATE HEAD OFFICE
Lundin Gold Inc.
885 West Georgia Street, Suite 2000
Vancouver,
BC
V6C 3E8 Telephone: 604-
689
-7842
Toll Free: 1-
888
-689
-7842
Facsimile: 604-
689
-4250
REGIONAL HEAD OFFICE
Aurelian Ecuador S.A.,
a subsidiary of Lundin Gold Inc.
Av. Amazonas N37-29 y UNP Edificio
Eurocenter, Piso 5
Quito, Pichincha
Ecuador
Telephone: 593-2-
299
-6400
COMMUNITY OFFICE
Calle 1
ro
de
Mayo y 12
de Febrero,
esquina
Los Encuentros, Zamora-Chinchipe,
Ecuador
STOCK EXCHANGE
LISTINGS
The Toronto Stock Exchange
Trading Symbol: LUG
Nasdaq Stockholm
Trading Symbol: LUG
SHARE REGISTRAR AND
TRANSFER AGENT
Computershare Investor Services Inc.
510 Burrard Street, 3rd Floor
Vancouver, BC V6C 3B9
Telephone: 1-800-
564
-6253 AUDITOR
PricewaterhouseCoopers LLP
250 Howe St, Suite
700
Vancouver, BC V6C 3S7
Telephone: 604-
806
-7000
ADDITIONAL INFORMATION
Further information about Lundin Gold
is available by contacting:
Finlay Heppenstall
Director, Investor Relations
Telephone:
604
-
689
-7842
Toll Free: 1-
888
-689
-7842
info@lundingold.com
Lundin Gold Ecuador
885 West Georgia Street, Suite 2000
Vancouver, British Columbia, V6C 3E8
Canada
Av. Amazonas N37
-
29 y UNP Edificio
Eurocenter, Piso 5
Quito,
Pichincha, Ecuador
Telephone:
604
-
689-
7842
Toll Free:
1-
888
-689
-7842
Telephone: 593
-2-
299
-6400
info@lundingold.com www.lundingold.com
@LundinGold @LundinGoldEC Lundin
Gold
Lundin Gold Lundin Gold Ecuador