UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of: August 2023
Commission File No. 001-34184
SILVERCORP
METALS INC.
(Translation of registrant’s name into English)
Suite 1750 – 1066 W. Hastings Street
Vancouver BC, Canada V6E 3X1
(Address of principal executive office)
[Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F]
Form 20-F [ ] Form 40-F [ X ]
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) [ ]
Note: Regulation S-T Rule 101(b)(1) only
permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is "submitting"
the Form 6-K in paper as permitted by Regulation S-T "Rule" 101(b)(7) [ ]
Note: Regulation S-T Rule 101(b)(7)
only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private
issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized
(the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are
traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s
security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing
on EDGAR.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: August 11, 2023 |
SILVERCORP METALS INC. |
|
|
|
/s/ Derek Liu |
|
Derek Liu |
|
Chief Financial Officer |
EXHIBIT INDEX
EXHIBITS 99.1 AND 99.2 INCLUDED WITH THIS
REPORT ARE HEREBY INCORPORATED BY REFERENCE AS EXHIBITS TO THE REGISTRANT’S REGISTRATION STATEMENT ON FORM F-10 (FILE NO. 333-249939),
AS AMENDED AND SUPPLEMENTED, AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY
DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
3
Exhibit 99.1
SILVERCORP METALS INC.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the three months ended June 30, 2023 and 2022
(Tabular amounts are in thousands of US dollars, unless
otherwise stated)
(Unaudited)
SILVERCORP METALS INC.
Condensed Consolidated Interim
Statements of Income
(Unaudited) (Expressed in thousands of U.S. dollars, except per
share amount and number of shares)
| |
| |
Three Months Ended June 30, | |
| |
Notes | |
2023 | | |
2022 | |
Revenue | |
3(a)(c) | |
$ | 60,006 | | |
$ | 63,592 | |
Cost of mine operations | |
| |
| | | |
| | |
Production costs | |
| |
| 24,298 | | |
| 26,144 | |
Depreciation and amortization | |
| |
| 7,663 | | |
| 7,558 | |
Mineral resource taxes | |
| |
| 1,366 | | |
| 1,540 | |
Government fees and other taxes | |
4 | |
| 657 | | |
| 784 | |
General and administrative | |
5 | |
| 2,721 | | |
| 2,664 | |
| |
| |
| 36,705 | | |
| 38,690 | |
Income from mine operations | |
| |
| 23,301 | | |
| 24,902 | |
Corporate general and administrative | |
5 | |
| 3,650 | | |
| 3,557 | |
Property evaluation and business development | |
| |
| 109 | | |
| 132 | |
Foreign exchange loss (gain) | |
| |
| 2,227 | | |
| (1,656 | ) |
(Gain) loss on investments | |
9 | |
| (1,086 | ) | |
| 2,671 | |
Share of loss in associates | |
10 | |
| 640 | | |
| 728 | |
(Gain) loss on disposal of plant and equipment | |
12 | |
| (5 | ) | |
| 269 | |
Other income | |
| |
| (234 | ) | |
| (170 | ) |
Income from operations | |
| |
| 18,000 | | |
| 19,371 | |
| |
| |
| | | |
| | |
Finance income | |
6 | |
| 1,494 | | |
| 1,322 | |
Finance costs | |
6 | |
| (60 | ) | |
| (522 | ) |
| |
| |
| 19,434 | | |
| 20,171 | |
| |
| |
| | | |
| | |
Income tax expense | |
7 | |
| 6,221 | | |
| 6,087 | |
Net income | |
| |
$ | 13,213 | | |
$ | 14,084 | |
| |
| |
| | | |
| | |
Attributable to: | |
| |
| | | |
| | |
Equity holders of the Company | |
| |
$ | 9,217 | | |
$ | 10,169 | |
Non-controlling interests | |
18 | |
| 3,996 | | |
| 3,915 | |
| |
| |
$ | 13,213 | | |
$ | 14,084 | |
| |
| |
| | | |
| | |
Earnings per share attributable to the equity holders of the Company Basic
earnings per share | |
| |
$ | 0.05 | | |
$ | 0.06 | |
Diluted earnings per share | |
| |
$ | 0.05 | | |
$ | 0.06 | |
Weighted Average Number of Shares Outstanding - Basic | |
| |
| 176,927,547 | | |
| 177,245,037 | |
Weighted Average Number of Shares Outstanding - Diluted | |
| |
| 179,847,745 | | |
| 179,583,285 | |
Approved on behalf of the Board: |
|
|
|
(Signed) David Kong |
|
Director |
|
|
|
(Signed) Rui Feng |
|
Director |
|
See accompanying notes to the condensed consolidated interim financial statements
SILVERCORP METALS INC.
Condensed Consolidated Interim
Statements of Comprehensive loss
(Unaudited) (Expressed in thousands of U.S. dollars)
| |
| |
Three Months Ended
June 30, | |
| |
Notes | |
2023 | | |
2022 | |
Net income | |
| |
$ | 13,213 | | |
$ | 14,084 | |
Other comprehensive (loss) income, net of taxes: | |
| |
| | | |
| | |
Items that may subsequently be reclassified to net income or loss: | |
| |
| | | |
| | |
Currency translation adjustment, net of tax of $nil | |
| |
| (18,417 | ) | |
| (28,846 | ) |
Share of other comprehensive income (loss) in associate | |
10 | |
| 55 | | |
| (398 | ) |
Items that will not subsequently be reclassified to net income or loss: | |
| |
| | | |
| | |
Change in fair value on equity investments designated as FVTOCI, net of tax of $nil | |
9 | |
| (114 | ) | |
| (951 | ) |
Other comprehensive loss, net of taxes | |
| |
$ | (18,476 | ) | |
$ | (30,195 | ) |
Attributable to: | |
| |
| | | |
| | |
Equity holders of the Company | |
| |
$ | (14,500 | ) | |
$ | (25,459 | ) |
Non-controlling interests | |
18 | |
| (3,976 | ) | |
| (4,736 | ) |
| |
| |
$ | (18,476 | ) | |
$ | (30,195 | ) |
Total comprehensive loss | |
| |
$ | (5,263 | ) | |
$ | (16,111 | ) |
Attributable to: | |
| |
| | | |
| | |
Equity holders of the Company | |
| |
$ | (5,283 | ) | |
$ | (15,290 | ) |
Non-controlling interests | |
| |
| 20 | | |
| (821 | ) |
| |
| |
$ | (5,263 | ) | |
$ | (16,111 | ) |
See accompanying notes to the condensed consolidated interim financial statements
SILVERCORP METALS INC.
Condensed Consolidated Interim
Statements of Financial Position
(Unaudited) (Expressed in thousands of U.S. dollars)
| |
Notes | |
As
at
June 30,
2023 | | |
As at
March 31,
2023 | |
ASSETS | |
| |
| | |
| |
Current Assets | |
| |
| | |
| |
Cash and cash equivalents | |
21 | |
$ | 143,278 | | |
$ | 145,692 | |
Short-term investments | |
8 | |
| 57,322 | | |
| 57,631 | |
Trade and other receivables | |
| |
| 1,606 | | |
| 1,806 | |
Inventories | |
| |
| 6,819 | | |
| 8,343 | |
Due from related parties | |
19 | |
| 64 | | |
| 88 | |
Income tax receivable | |
| |
| 25 | | |
| 582 | |
Prepaids and deposits | |
| |
| 5,390 | | |
| 4,906 | |
| |
| |
| 214,504 | | |
| 219,048 | |
Non-current Assets | |
| |
| | | |
| | |
Long-term prepaids and deposits | |
| |
| 886 | | |
| 871 | |
Reclamation deposits | |
| |
| 6,594 | | |
| 6,981 | |
Other investments | |
9 | |
| 20,470 | | |
| 15,540 | |
Investment in associates | |
10 | |
| 51,225 | | |
| 50,695 | |
Investment properties | |
11 | |
| 470 | | |
| - | |
Plant and equipment | |
12 | |
| 76,904 | | |
| 80,059 | |
Mineral rights and properties | |
13 | |
| 293,766 | | |
| 303,426 | |
Deferred income tax assets | |
| |
| 200 | | |
| 179 | |
TOTAL ASSETS | |
| |
$ | 665,019 | | |
$ | 676,799 | |
LIABILITIES AND EQUITY | |
| |
| | | |
| | |
Current Liabilities | |
| |
| | | |
| | |
Accounts payable and accrued liabilities | |
| |
$ | 38,836 | | |
$ | 36,737 | |
Current portion of lease obligation | |
14 | |
| 277 | | |
| 269 | |
Deposits received | |
| |
| 5,486 | | |
| 4,090 | |
Income tax payable | |
| |
| 374 | | |
| 144 | |
| |
| |
| 44,973 | | |
| 41,240 | |
Non-current Liabilities | |
| |
| | | |
| | |
Long-term portion of lease obligation | |
14 | |
| 254 | | |
| 314 | |
Deferred income tax liabilities | |
| |
| 46,417 | | |
| 48,096 | |
Environmental rehabilitation | |
15 | |
| 6,898 | | |
| 7,318 | |
Total Liabilities | |
| |
| 98,542 | | |
| 96,968 | |
Equity | |
| |
| | | |
| | |
Share capital | |
| |
| 256,675 | | |
| 255,684 | |
Equity reserves | |
| |
| (10,636 | ) | |
| 3,484 | |
Retained earnings | |
| |
| 236,888 | | |
| 229,885 | |
Total equity attributable to the equity holders of the Company | |
| |
| 482,927 | | |
| 489,053 | |
Non-controlling interests | |
18 | |
| 83,550 | | |
| 90,778 | |
Total Equity | |
| |
| 566,477 | | |
| 579,831 | |
TOTAL LIABILITIES AND EQUITY | |
| |
$ | 665,019 | | |
$ | 676,799 | |
See accompanying notes to the condensed consolidated interim financial statements
SILVERCORP METALS INC.
Condensed Consolidated Interim
Statements of Cash Flows
(Unaudited) (Expressed in thousands of U.S. dollars)
| |
| |
Three Months Ended
June 30, | |
| |
Notes | |
2023 | | |
2022 | |
Cash provided by | |
| |
| | |
| |
Operating activities | |
| |
| | |
| |
Net income | |
| |
$ | 13,213 | | |
$ | 14,084 | |
Add (deduct) items not affecting cash: | |
| |
| | | |
| | |
Finance costs | |
6 | |
| 60 | | |
| 522 | |
Income tax expense | |
7 | |
| 6,221 | | |
| 6,087 | |
Depreciation, amortization and depletion | |
| |
| 8,088 | | |
| 8,025 | |
(Gain) loss on investments | |
9 | |
| (1,086 | ) | |
| 2,671 | |
Share of loss in associates | |
10 | |
| 640 | | |
| 728 | |
Loss on disposal of plant and equipment | |
| |
| (5 | ) | |
| 269 | |
Share-based compensation | |
16(b) | |
| 1,371 | | |
| 1,172 | |
Reclamation expenditures | |
| |
| (47 | ) | |
| (8 | ) |
Income taxes paid | |
| |
| (4,533 | ) | |
| (2,297 | ) |
Interest paid | |
6 | |
| (7 | ) | |
| (14 | ) |
Changes in non-cash operating working capital | |
21 | |
| 4,966 | | |
| 8,937 | |
Net cash provided by operating activities | |
| |
| 28,881 | | |
| 40,176 | |
Investing activities | |
| |
| | | |
| | |
Plant and equipment | |
| |
| | | |
| | |
Additions | |
| |
| (3,214 | ) | |
| (2,167 | ) |
Proceeds on disposals | |
12 | |
| 124 | | |
| - | |
Mineral rights and properties | |
| |
| | | |
| | |
Capital expenditures | |
| |
| (11,885 | ) | |
| (15,918 | ) |
Reclamation deposits | |
| |
| | | |
| | |
Paid | |
| |
| (15 | ) | |
| (16 | ) |
Other investments | |
| |
| | | |
| | |
Acquisition | |
9 | |
| (3,594 | ) | |
| (1,770 | ) |
Proceeds on disposals | |
9 | |
| 70 | | |
| 504 | |
Investment in associates | |
10 | |
| - | | |
| (570 | ) |
Short-term investment | |
| |
| | | |
| | |
Purchase | |
| |
| (8,552 | ) | |
| (62,007 | ) |
Redemption | |
| |
| 5,950 | | |
| 90,944 | |
Principal received on lease receivable | |
14 | |
| - | | |
| 55 | |
Net cash used in investing activities | |
| |
| (21,116 | ) | |
| 9,055 | |
Financing activities | |
| |
| | | |
| | |
Principal payments on lease obligation | |
14 | |
| (64 | ) | |
| (168 | ) |
Cash dividends distributed | |
16(e) | |
| (2,214 | ) | |
| (2,216 | ) |
Non-controlling interests | |
| |
| | | |
| | |
Distribution | |
18 | |
| (7,248 | ) | |
| (3,627 | ) |
Common shares repurchased as part of normal course issuer bid | |
| |
| - | | |
| (881 | ) |
Net cash used in financing activities | |
| |
| (9,526 | ) | |
| (6,892 | ) |
Effect of exchange rate changes on cash and cash equivalents | |
| |
| (653 | ) | |
| (5,380 | ) |
Increase (decrease) in cash and cash equivalents | |
| |
| (2,414 | ) | |
| 36,959 | |
Cash and cash equivalents, beginning of the period | |
| |
| 145,692 | | |
| 113,302 | |
Cash and cash equivalents, end of the period | |
| |
$ | 143,278 | | |
$ | 150,261 | |
Supplementary cash flow information | |
21 | |
| | | |
| | |
See accompanying notes to the condensed consolidated interim financial statements
SILVERCORP METALS INC.
Condensed Consolidated Interim
Statements of Changes in Equity
(Unaudited) (Expressed in thousands of U.S. dollars, except numbers
for share figures)
| |
| |
Share capital | | |
Equity reserves | | |
| | |
Total equity
attributable to the | | |
| | |
| |
| |
Notes | |
Number of shares | | |
Amount | | |
Share option reserve | | |
Reserves | | |
Accumulated other comprehensive loss | | |
Retained earnings | | |
equity
holders
of the
Company | | |
Non-controlling interests | | |
Total equity | |
Balance, April 1, 2022 | |
| |
| 177,105,799 | | |
$ | 255,444 | | |
$ | 19,369 | | |
$ | 25,834 | | |
$ | (1,953 | ) | |
$ | 213,702 | | |
$ | 512,396 | | |
$ | 107,718 | | |
$ | 620,114 | |
Restricted share units vested | |
| |
| 214,375 | | |
| 1,094 | | |
| (1,094 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Share-based compensation | |
| |
| - | | |
| - | | |
| 1,172 | | |
| - | | |
| - | | |
| - | | |
| 1,172 | | |
| - | | |
| 1,172 | |
Dividends declared | |
| |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (2,216 | ) | |
| (2,216 | ) | |
| - | | |
| (2,216 | ) |
Common shares repurchased as part of normal course issuer bid | |
| |
| (334,990 | ) | |
| (881 | ) | |
| - | | |
| - | | |
| - | | |
| | | |
| (881 | ) | |
| | | |
| (881 | ) |
Distribution to non-controlling interests | |
| |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (3,627 | ) | |
| (3,627 | ) |
Comprehensive income | |
| |
| - | | |
| - | | |
| - | | |
| - | | |
| (25,459 | ) | |
| 10,169 | | |
| (15,290 | ) | |
| (821 | ) | |
| (16,111 | ) |
Balance, June 30, 2022 | |
| |
| 176,985,184 | | |
$ | 255,657 | | |
$ | 19,447 | | |
$ | 25,834 | | |
$ | (27,412 | ) | |
$ | 221,655 | | |
$ | 495,181 | | |
$ | 103,270 | | |
$ | 598,451 | |
Restricted share units vested | |
| |
| 289,328 | | |
| 1,224 | | |
| (1,224 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Share-based compensation | |
| |
| - | | |
| - | | |
| 2,670 | | |
| - | | |
| - | | |
| - | | |
| 2,670 | | |
| - | | |
| 2,670 | |
Dividends declared | |
| |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (2,209 | ) | |
| (2,209 | ) | |
| - | | |
| (2,209 | ) |
Common shares repurchased as part of normal course issuer bid | |
| |
| (503,247 | ) | |
| (1,197 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,197 | ) | |
| - | | |
| (1,197 | ) |
Distribution to non-controlling interests | |
| |
| - | | |
| - | | |
| - | | |
| | | |
| - | | |
| - | | |
| - | | |
| (7,253 | ) | |
| (7,253 | ) |
Comprehensive income | |
| |
| - | | |
| - | | |
| - | | |
| - | | |
| (15,831 | ) | |
| 10,439 | | |
| (5,392 | ) | |
| (5,239 | ) | |
| (10,631 | ) |
Balance, March 31, 2023 | |
| |
| 176,771,265 | | |
$ | 255,684 | | |
$ | 20,893 | | |
$ | 25,834 | | |
$ | (43,243 | ) | |
$ | 229,885 | | |
$ | 489,053 | | |
$ | 90,778 | | |
$ | 579,831 | |
Restricted share units vested | |
| |
| 241,777 | | |
| 991 | | |
| (991 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Share-based compensation | |
16(b) | |
| - | | |
| - | | |
| 1,371 | | |
| - | | |
| - | | |
| - | | |
| 1,371 | | |
| - | | |
| 1,371 | |
Dividends declared | |
16(e) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (2,214 | ) | |
| (2,214 | ) | |
| - | | |
| (2,214 | ) |
Distribution to non-controlling interests | |
18 | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (7,248 | ) | |
| (7,248 | ) |
Comprehensive income (loss) | |
| |
| - | | |
| - | | |
| - | | |
| - | | |
| (14,500 | ) | |
| 9,217 | | |
| (5,283 | ) | |
| 20 | | |
| (5,263 | ) |
Balance, June 30, 2023 | |
| |
| 177,013,042 | | |
$ | 256,675 | | |
$ | 21,273 | | |
$ | 25,834 | | |
$ | (57,743 | ) | |
$ | 236,888 | | |
$ | 482,927 | | |
$ | 83,550 | | |
$ | 566,477 | |
See accompanying notes to the condensed consolidated interim
financial statements
SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as
at June 30, 2023 and for the three months ended June 30, 2023 and 2022
(Unaudited) (Tabular amounts are in thousands of U.S. dollars,
except numbers for share and per share figures or otherwise stated)
Silvercorp Metals Inc., along
with its subsidiary companies (collectively the “Company”), is engaged in the acquisition, exploration, development, and mining
of mineral properties. The Company’s producing mines are located in China, and current exploration and development projects are
located in China and Mexico.
The Company is a publicly listed
company incorporated in the Province of British Columbia, Canada, with limited liability under the legislation of the Province of British
Columbia. The Company’s shares are traded on the Toronto Stock Exchange and NYSE American.
The head office, registered address
and records office of the Company are located at 1066 West Hastings Street, Suite 1750, Vancouver, British Columbia, Canada, V6E 3X1.
2. | MATERIAL ACCOUNTING POLICIES |
(a) | Statement of Compliance |
These unaudited condensed consolidated
interim financial statements have been prepared in accordance with International Accounting Standard 34 – Interim Financial Reporting
(“IAS 34”) of the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting
Standards Board (“IASB”) and have been condensed with certain disclosures from the Company’s audited consolidated financial
statements for the year ended March 31, 2023. Accordingly, these unaudited condensed consolidated interim financial statements should
be read in conjunction with the Company’s audited consolidated financial statements for the year ended March 31, 2023. These unaudited
condensed consolidated interim financial statements follow the same accounting policies set out in note 2 to the audited consolidated
financial statements for the year ended March 31, 2023 with the exception of the mandatory adoption of certain amendments noted below.
Amendment to IAS 12
- Deferred Tax related to Assets and Liabilities arising from a Single Transaction
The amendments to IAS 12 clarify that the initial recognition
exemption does not apply to transactions in which equal amounts of deductible and taxable temporary differences arise on initial recognition.
The adoption of this amendment did
not have a material impact on the Company’s condensed interim consolidated financial statements.
Amendments to IAS 1 and IFRS Practice Statement
2 – Disclosure of Accounting policies
The amendments require that an
entity discloses its material accounting policies, instead of its significant accounting policies. Further amendments explain how an entity
can identify a material accounting policy. Examples of when an accounting policy is likely to be material are added. To support the amendment,
the IASB has also developed guidance and examples to explain and demonstrate the application of the ‘four-step materiality process’
described in IFRS Practice Statement 2. This amendment did not have a material impact on the Company’s condensed interim consolidated
financial statements.
These unaudited condensed consolidated
interim financial statements were authorized for issue in accordance with a resolution of the Board of Directors dated August 9, 2023.
SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as
at June 30, 2023 and for the three months ended June 30, 2023 and 2022
(Unaudited) (Tabular amounts are in thousands of U.S. dollars,
except numbers for share and per share figures or otherwise stated)
(b) | New Accounting Standards |
Certain new accounting standards
and interpretations have been published that are not mandatory for the current period and have not been early adopted. Management is still
evaluating and does not expect any such pronouncements to have a material impact on the Company’s consolidated financial statements
upon adoption.
(c) | Basis of Consolidation |
These condensed consolidated interim
financial statements include the accounts of the Company and its wholly or partially owned subsidiaries.
Subsidiaries are consolidated
from the date on which the Company obtains control up to the date of the disposition of control. Control is achieved when the Company
has power over the subsidiary, is exposed or has rights to variable returns from its involvement with the subsidiary and has the ability
to use its power to affect its returns.
For non-wholly owned subsidiaries
over which the Company has control, the net assets attributable to outside equity shareholders are presented as “non-controlling
interests” in the equity section of the consolidated balance sheets. Net income for the period that is attributable to the non-controlling
interests is calculated based on the ownership of the non-controlling interest shareholders in the subsidiary. Adjustments to recognize
the non-controlling interests’ share of changes to the subsidiary’s equity are made even if this results in the non-controlling
interests having a deficit balance. Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of
control are recorded as equity transactions. The carrying amount of non-controlling interests is adjusted to reflect the change in the
non-controlling interests’ relative interests in the subsidiary and the difference between the adjustment to the carrying amount
of non-controlling interest and the Company’s share of proceeds received and/or consideration paid is recognized directly in equity
and attributed to equity holders of the Company.
Balances, transactions, revenues
and expenses between the Company and its subsidiaries are eliminated on consolidation.
SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as
at June 30, 2023 and for the three months ended June 30, 2023 and 2022
(Unaudited) (Tabular amounts are in thousands of U.S. dollars,
except numbers for share and per share figures or otherwise stated)
Details of the Company’s significant
subsidiaries which are consolidated are as follows:
|
|
|
|
|
|
|
|
Proportion of ownership interest held |
|
Name of subsidiaries |
|
Principal activity |
|
|
Country of incorporation |
|
|
June 30, 2023 |
|
|
March 31, 2023 |
|
|
Mineral properties |
|
Silvercorp Metals China Inc. |
|
|
Holding company |
|
|
|
Canada |
|
|
|
100% |
|
|
|
100% |
|
|
|
|
|
Silvercorp Metals (China) Inc. |
|
|
Holding company |
|
|
|
China |
|
|
|
100% |
|
|
|
100% |
|
|
|
|
|
0875786 B.C. LTD. |
|
|
Holding company |
|
|
|
Canada |
|
|
|
100% |
|
|
|
100% |
|
|
|
|
|
Fortune Mining Limited |
|
|
Holding company |
|
|
|
BVI (i) |
|
|
|
100% |
|
|
|
100% |
|
|
|
|
|
Fortune Copper Limited |
|
|
Holding company |
|
|
|
BVI |
|
|
|
100% |
|
|
|
100% |
|
|
|
|
|
Fortune Gold Mining Limited |
|
|
Holding company |
|
|
|
BVI |
|
|
|
100% |
|
|
|
100% |
|
|
|
|
|
Victor Resources Ltd. |
|
|
Holding company |
|
|
|
BVI |
|
|
|
100% |
|
|
|
100% |
|
|
|
|
|
Yangtze Mining Ltd. |
|
|
Holding company |
|
|
|
BVI |
|
|
|
100% |
|
|
|
100% |
|
|
|
|
|
Victor Mining Ltd. |
|
|
Holding company |
|
|
|
BVI |
|
|
|
100% |
|
|
|
100% |
|
|
|
|
|
Yangtze Mining (H.K.) Ltd. |
|
|
Holding company |
|
|
|
Hong Kong |
|
|
|
100% |
|
|
|
100% |
|
|
|
|
|
Fortune Gold Mining (H.K.) Limited |
|
|
Holding company |
|
|
|
Hong Kong |
|
|
|
100% |
|
|
|
100% |
|
|
|
|
|
Wonder Success Limited |
|
|
Holding company |
|
|
|
Hong Kong |
|
|
|
100% |
|
|
|
100% |
|
|
|
|
|
New Infini Silver Inc. (“New Infini”) |
|
|
Holding company |
|
|
|
Canada |
|
|
|
46.1% |
|
|
|
46.1% |
|
|
|
|
|
Infini Metals Inc. |
|
|
Holding company |
|
|
|
BVI |
|
|
|
46.1% |
|
|
|
46.1% |
|
|
|
|
|
Infini Resources (Asia) Co. Ltd. |
|
|
Holding company |
|
|
|
Hong Kong |
|
|
|
46.1% |
|
|
|
46.1% |
|
|
|
|
|
Golden Land (Asia) Ltd. |
|
|
Holding company |
|
|
|
Hong Kong |
|
|
|
46.1% |
|
|
|
46.1% |
|
|
|
|
|
Henan Huawei Mining Co. Ltd. (“Henan Huawei”) |
|
|
Mining |
|
|
|
China |
|
|
|
80% |
|
|
|
80% |
|
|
|
Ying Mining District |
|
Henan Found Mining Co. Ltd. (“Henan Found”) |
|
|
Mining |
|
|
|
China |
|
|
|
77.5% |
|
|
|
77.5% |
|
|
|
|
|
Xinshao Yunxiang Mining Co., Ltd. (“Yunxiang”) |
|
|
Mining |
|
|
|
China |
|
|
|
70% |
|
|
|
70% |
|
|
|
BYP |
|
Guangdong Found Mining Co. Ltd. (“Guangdong Found”) |
|
|
Mining |
|
|
|
China |
|
|
|
99% |
|
|
|
99% |
|
|
|
GC |
|
Infini Resources S.A. de C.V. |
|
|
Mining |
|
|
|
Mexico |
|
|
|
46.1% |
|
|
|
46.1% |
|
|
|
La Yesca |
|
Shanxi Xinbaoyuan Mining Co., Ltd. (“Xinbaoyuan”) |
|
|
Mining |
|
|
|
China |
|
|
|
77.5% |
|
|
|
77.5% |
|
|
|
Kuanping |
|
(i) | British Virgin Islands (“BVI”) |
(d) | Critical Accounting Judgments and Estimates |
These condensed consolidated interim
financial statements follow the same significant accounting judgments and estimates set out in note 2 to the audited consolidated financial
statements for the year ended March 31, 2023.
The Company’s reportable operating
segments are components of the Company where separate financial information is available that is evaluated regularly by the Company’s
Chief Executive Officer who is the Chief Operating Decision Maker (“CODM”). The operating segments are determined based on
the Company’s management and internal reporting structure. Operating segments are summarized as follows:
Operating Segments |
|
Subsidiaries Included in the Segment |
|
Properties Included in the Segment |
Mining |
|
|
|
|
Henan Luoning |
|
Henan Found and Huawei |
|
Ying Mining District |
Guangdong |
|
Guandong Found |
|
GC |
Other |
|
Yunxiang, Xinbaoyuan, and Infini Resources S.A de C.V |
|
BYP, Kuanping, Las Yesca |
Adminstravtive |
|
|
|
|
Vancouver |
|
Silvercorp Metals Inc. and holding companies |
|
|
Bejing |
|
Silvercorp Metals (China) Inc. |
|
|
SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as
at June 30, 2023 and for the three months ended June 30, 2023 and 2022
(Unaudited) (Tabular amounts are in thousands of U.S. dollars,
except numbers for share and per share figures or otherwise stated)
(a) | Segmented information for operating results is as follows: |
Three months ended June 30, 2023 |
| |
Mining |
|
|
Administrative |
|
| |
| |
Henan | |
|
| | |
| | |
| | |
| | |
| |
Statement of income: | |
Luoning | |
|
Guangdong | | |
Other | | |
Beijing | | |
Vancouver | | |
Total | |
Revenue | |
$ | 50,576 | |
|
$ | 9,430 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 60,006 | |
Costs of mine operations | |
| (28,861 | ) |
|
| (7,757 | ) | |
| (87 | ) | |
| - | | |
| - | | |
| (36,705 | ) |
Income from mine operations | |
| 21,715 | |
|
| 1,673 | | |
| (87 | ) | |
| - | | |
| - | | |
| 23,301 | |
| |
| | |
|
| | | |
| | | |
| | | |
| | | |
| | |
Operating expenses | |
| 146 | |
|
| 76 | | |
| (105 | ) | |
| (499 | ) | |
| (4,919 | ) | |
| (5,301 | ) |
Impairment of mineral rights and properties | |
| - | |
|
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Finance items, net | |
| 581 | |
|
| 134 | | |
| (7 | ) | |
| 40 | | |
| 686 | | |
| 1,434 | |
Income tax expenses | |
| (3,758 | ) |
|
| 32 | | |
| - | | |
| - | | |
| (2,495 | ) | |
| (6,221 | ) |
Net income (loss) | |
$ | 18,684 | |
|
$ | 1,915 | | |
$ | (199 | ) | |
$ | (459 | ) | |
$ | (6,728 | ) | |
$ | 13,213 | |
| |
| | |
|
| | | |
| | | |
| | | |
| | | |
| | |
Attributable to: | |
| | |
|
| | | |
| | | |
| | | |
| | | |
| | |
Equity holders of the Company | |
| 14,638 | |
|
| 1,896 | | |
| (130 | ) | |
| (459 | ) | |
| (6,728 | ) | |
| 9,217 | |
Non-controlling interests | |
| 4,046 | |
|
| 19 | | |
| (69 | ) | |
| - | | |
| - | | |
| 3,996 | |
Net income (loss) | |
$ | 18,684 | |
|
$ | 1,915 | | |
$ | (199 | ) | |
$ | (459 | ) | |
$ | (6,728 | ) | |
$ | 13,213 | |
Three months ended June 30, 2022 |
| |
Mining | | |
Administrative |
|
| |
Statement of income: | |
Henan Luoning | |
|
Guangdong | | |
Other | | |
Beijing | | |
Vancouver | | |
Total | |
Revenue | |
$ | 52,962 | |
|
$ | 10,630 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 63,592 | |
Costs of mine operations | |
| (31,548 | ) |
|
| (7,012 | ) | |
| (130 | ) | |
| - | | |
| - | | |
| (38,690 | ) |
Income from mine operations | |
| 21,414 | |
|
| 3,618 | | |
| (130 | ) | |
| - | | |
| - | | |
| 24,902 | |
| |
| | |
|
| | | |
| | | |
| | | |
| | | |
| | |
Operating expenses | |
| 40 | |
|
| (160 | ) | |
| (99 | ) | |
| (421 | ) | |
| (4,891 | ) | |
| (5,531 | ) |
Finance items, net | |
| 947 | |
|
| 131 | | |
| (7 | ) | |
| 85 | | |
| (356 | ) | |
| 800 | |
Income tax expenses | |
| (4,218 | ) |
|
| (453 | ) | |
| (109 | ) | |
| - | | |
| (1,307 | ) | |
| (6,087 | ) |
Net income (loss) | |
$ | 18,183 | |
|
$ | 3,136 | | |
$ | (345 | ) | |
$ | (336 | ) | |
$ | (6,554 | ) | |
$ | 14,084 | |
| |
| | |
|
| | | |
| | | |
| | | |
| | | |
| | |
Attributable to: | |
| | |
|
| | | |
| | | |
| | | |
| | | |
| | |
Equity holders of the Company | |
| 14,180 | |
|
| 3,105 | | |
| (233 | ) | |
| (336 | ) | |
| (6,547 | ) | |
| 10,169 | |
Non-controlling interests | |
| 4,003 | |
|
| 31 | | |
| (112 | ) | |
| - | | |
| (7 | ) | |
| 3,915 | |
Net income (loss) | |
$ | 18,183 | |
|
$ | 3,136 | | |
$ | (345 | ) | |
$ | (336 | ) | |
$ | (6,554 | ) | |
$ | 14,084 | |
SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as
at June 30, 2023 and for the three months ended June 30, 2023 and 2022
(Unaudited) (Tabular amounts are in thousands of U.S. dollars,
except numbers for share and per share figures or otherwise stated)
(b) | Segmented information for assets and liabilities is as follows: |
June 30, 2023 |
| |
Mining | | |
Administrative | | |
| |
Statement of financial position items: | |
Henan Luoning | | |
Guangdong | | |
Other | | |
Beijing | | |
Vancouver | | |
Total | |
Current assets | |
$ | 92,470 | | |
$ | 21,513 | | |
$ | 1,090 | | |
$ | 7,314 | | |
$ | 92,117 | | |
$ | 214,504 | |
Plant and equipment | |
| 58,243 | | |
| 14,124 | | |
| 3,089 | | |
| 580 | | |
| 868 | | |
| 76,904 | |
Mineral rights and properties | |
| 243,163 | | |
| 31,413 | | |
| 19,190 | | |
| - | | |
| - | | |
| 293,766 | |
Investment in associates | |
| - | | |
| - | | |
| - | | |
| - | | |
| 51,225 | | |
| 51,225 | |
Other investments | |
| 62 | | |
| - | | |
| - | | |
| - | | |
| 20,408 | | |
| 20,470 | |
Reclamation deposits | |
| 3,402 | | |
| 3,184 | | |
| - | | |
| - | | |
| 8 | | |
| 6,594 | |
Long-term prepaids and deposits | |
| 705 | | |
| 90 | | |
| 91 | | |
| - | | |
| - | | |
| 886 | |
Investment properties | |
| 470 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 470 | |
Deferred income tax assets | |
| - | | |
| 200 | | |
| - | | |
| - | | |
| - | | |
| 200 | |
Total assets | |
$ | 398,515 | | |
$ | 70,524 | | |
$ | 23,460 | | |
$ | 7,894 | | |
$ | 164,626 | | |
$ | 665,019 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Current liabilities | |
$ | 36,181 | | |
$ | 6,157 | | |
$ | 387 | | |
$ | 217 | | |
$ | 2,031 | | |
$ | 44,973 | |
Long-term portion of lease obligation | |
| - | | |
| - | | |
$ | - | | |
| - | | |
| 254 | | |
| 254 | |
Deferred income tax liabilities | |
| 45,440 | | |
| - | | |
$ | 977 | | |
| - | | |
| - | | |
| 46,417 | |
Environmental rehabilitation | |
| 4,613 | | |
| 1,372 | | |
$ | 913 | | |
| - | | |
| - | | |
| 6,898 | |
Total liabilities | |
$ | 86,234 | | |
$ | 7,529 | | |
$ | 2,277 | | |
$ | 217 | | |
$ | 2,285 | | |
$ | 98,542 | |
March 31, 2023 |
| |
Mining | | |
Administrative | | |
| |
Statement of financial position items: | |
Henan
Luoning | |
|
Guangdong | | |
Other | | |
Beijing | | |
Vancouver | | |
Total | |
Current assets | |
$ | 112,936 | | |
$ | 20,605 | | |
$ | 1,149 | | |
$ | 7,608 | | |
$ | 76,750 | | |
$ | 219,048 | |
Plant and equipment | |
| 59,854 | | |
| 15,289 | | |
| 3,314 | | |
| 644 | | |
| 958 | | |
| 80,059 | |
Mineral rights and properties | |
| 251,150 | | |
| 32,070 | | |
| 20,206 | | |
| - | | |
| - | | |
| 303,426 | |
Investment in associates | |
| - | | |
| - | | |
| - | | |
| - | | |
| 50,695 | | |
| 50,695 | |
Other investments | |
| 65 | | |
| - | | |
| - | | |
| - | | |
| 15,475 | | |
| 15,540 | |
Reclamation deposits | |
| 3,626 | | |
| 3,348 | | |
| - | | |
| - | | |
| 7 | | |
| 6,981 | |
Long-term prepaids and deposits | |
| 686 | | |
| 89 | | |
| 96 | | |
| - | | |
| - | | |
| 871 | |
Deferred income tax assets | |
| - | | |
| 179 | | |
| - | | |
| - | | |
| - | | |
| 179 | |
Total assets | |
$ | 428,317 | | |
$ | 71,580 | | |
$ | 24,765 | | |
$ | 8,252 | | |
$ | 143,885 | | |
$ | 676,799 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Current liabilities | |
$ | 33,102 | | |
$ | 5,509 | | |
$ | 433 | | |
$ | 226 | | |
$ | 1,970 | | |
$ | 41,240 | |
Long-term portion of lease obligation | |
| - | | |
| - | | |
| - | | |
| - | | |
| 314 | | |
| 314 | |
Deferred income tax liabilities | |
| 47,065 | | |
| - | | |
| 1,031 | | |
| - | | |
| - | | |
| 48,096 | |
Environmental rehabilitation | |
| 4,883 | | |
| 1,477 | | |
| 958 | | |
| - | | |
| - | | |
| 7,318 | |
Total liabilities | |
$ | 85,050 | | |
$ | 6,986 | | |
$ | 2,422 | | |
$ | 226 | | |
$ | 2,284 | | |
$ | 96,968 | |
SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as
at June 30, 2023 and for the three months ended June 30, 2023 and 2022
(Unaudited) (Tabular amounts are in thousands of U.S. dollars,
except numbers for share and per share figures or otherwise stated)
Revenue generated for the three months ended June 30, 2023
and 2022 were all earned in China and were comprised of:
| |
Three months ended June 30, 2023 | |
| |
Henan Luoning | | |
Guangdong | | |
Total | |
Silver (Ag) | |
$ | 32,361 | | |
$ | 2,791 | | |
$ | 35,152 | |
Gold (Au) | |
| 2,515 | | |
| - | | |
| 2,515 | |
Lead (Pb) | |
| 12,646 | | |
| 1,949 | | |
| 14,595 | |
Zinc (Zn) | |
| 1,791 | | |
| 3,868 | | |
| 5,659 | |
Other | |
| 1,263 | | |
| 822 | | |
| 2,085 | |
| |
$ | 50,576 | | |
$ | 9,430 | | |
$ | 60,006 | |
| |
Three
months ended June 30, 2022 | |
| |
Henan
Luoning | | |
Guangdong | | |
Total | |
Silver (Ag) | |
| 32,326 | | |
$ | 2,123 | | |
$ | 34,449 | |
Gold (Au) | |
| 1,753 | | |
| - | | |
| 1,753 | |
Lead (Pb) | |
| 15,035 | | |
| 2,080 | | |
| 17,115 | |
Zinc (Zn) | |
| 2,539 | | |
| 5,963 | | |
| 8,502 | |
Other | |
| 1,309 | | |
| 464 | | |
| 1,773 | |
| |
$ | 52,962 | | |
$ | 10,630 | | |
$ | 63,592 | |
Revenue from major customers is summarized as follows:
| |
Three months ended June 30, 2023 | |
Customers | |
Henan Luoning | | |
Guangdong | | |
Total | | |
Percentage of total revenue | |
Customer A | |
| 11,586 | | |
| 1,644 | | |
| 13,230 | | |
| 22 | % |
Customer B | |
| 12,361 | | |
| 330 | | |
| 12,691 | | |
| 21 | % |
Customer C | |
| 9,909 | | |
| 1,172 | | |
| 11,081 | | |
| 18 | % |
Customer D | |
| 10,251 | | |
| - | | |
| 10,251 | | |
| 17 | % |
Customer E | |
| 4,465 | | |
| 1,496 | | |
| 5,961 | | |
| 10 | % |
| |
| 48,572 | | |
| 4,642 | | |
| 53,214 | | |
| 88 | % |
| |
Three
months ended June 30, 2022 | |
Customers | |
Henan
Luoning | | |
Guangdong | | |
Total | | |
Percentage
of total revenue | |
Customer A | |
| 5,681 | | |
| - | | |
| 5,681 | | |
| 9 | % |
Customer B | |
| 6,921 | | |
| - | | |
| 6,921 | | |
| 11 | % |
Customer C | |
| 15,249 | | |
| 19 | | |
| 15,268 | | |
| 24 | % |
Customer D | |
| 12,431 | | |
| - | | |
| 12,431 | | |
| 20 | % |
Customer
E | |
| 8,220 | | |
| 494 | | |
| 8,714 | | |
| 14 | % |
| |
| 48,502 | | |
| 513 | | |
| 49,015 | | |
| 78 | % |
SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as
at June 30, 2023 and for the three months ended June 30, 2023 and 2022
(Unaudited) (Tabular amounts are in thousands of U.S. dollars,
except numbers for share and per share figures or otherwise stated)
4. | GOVERNMENT FEES AND OTHER TAXES |
Government
fees and other taxes consist of:
| |
Three months ended
June 30, | |
| |
2023 | | |
2022 | |
Government fees | |
$ | 16 | | |
$ | 11 | |
Other taxes | |
| 641 | | |
| 773 | |
| |
$ | 657 | | |
$ | 784 | |
Government fees include environmental
protection fees paid to the state and local Chinese government. Other taxes were composed of surtax on value-added tax, land usage levy,
stamp duty and other miscellaneous levies, duties and taxes imposed by the state and local Chinese government.
5. | GENERAL AND ADMINISTRATIVE |
General and administrative expenses
consist of:
| |
Three months ended June 30, 2023 | | |
Three months ended June 30, 2022 | |
| |
Corporate | | |
Mines | | |
Total | | |
Corporate | | |
Mines | | |
Total | |
Amortization and depreciation | |
$ | 148 | | |
$ | 277 | | |
$ | 425 | | |
$ | 149 | | |
$ | 317 | | |
$ | 466 | |
Office and administrative expenses | |
| 541 | | |
| 708 | | |
| 1,249 | | |
| 355 | | |
| 619 | | |
| 974 | |
Professional fees | |
| 175 | | |
| 103 | | |
| 278 | | |
| 308 | | |
| 122 | | |
| 430 | |
Salaries and benefits | |
| 1,415 | | |
| 1,633 | | |
| 3,048 | | |
| 1,573 | | |
| 1,606 | | |
| 3,179 | |
Share-based compensation | |
| 1,371 | | |
| - | | |
| 1,371 | | |
| 1,172 | | |
| - | | |
| 1,172 | |
| |
$ | 3,650 | | |
$ | 2,721 | | |
$ | 6,371 | | |
$ | 3,557 | | |
$ | 2,664 | | |
$ | 6,221 | |
Finance items consist of:
| |
Three months ended
June 30, | |
Finance income | |
2023 | | |
2022 | |
Interest income | |
$ | 1,494 | | |
$ | 1,322 | |
| |
Three months ended
June 30, | |
Finance costs | |
2023 | | |
2022 | |
Interest on lease obligation | |
$ | 7 | | |
$ | 14 | |
Impairment charges for expected credit loss against bond investments (Note 8) | |
| – | | |
| 445 | |
Unwinding of discount of environmental rehabilitation provision (Note 15) | |
| 53 | | |
| 63 | |
| |
$ | 60 | | |
$ | 522 | |
SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as
at June 30, 2023 and for the three months ended June 30, 2023 and 2022
(Unaudited) (Tabular amounts are in thousands of U.S. dollars,
except numbers for share and per share figures or otherwise stated)
The significant components of income tax expense are as
follows:
| |
Three months ended
June 30, | |
Income tax expense | |
2023 | | |
2022 | |
Current | |
$ | 4,883 | | |
$ | 3,989 | |
Deferred | |
| 1,338 | | |
| 2,098 | |
| |
$ | 6,221 | | |
$ | 6,087 | |
As at June 30, 2023, short-term investments consist of
the following:
| |
Amount | | |
Interest rates | |
Maturity |
Bonds | |
$ | 2,769 | | |
5.50% - 13.00% | |
June 9, 2024 - January 16, 2025 |
Money market instruments | |
| 54,553 | | |
| |
|
| |
$ | 57,322 | | |
| |
|
As at June 30, 2023, the carrying value and face value
of the bond investments that were impaired was $2.3 million and $15.2 million, respectively.
As at March 31, 2023, short-term investments consist of
the following:
| |
Amount | | |
Interest rates | |
Maturity |
Bonds | |
$ | 3,802 | | |
5.50% - 13.00% | |
January 25, 2023 - January 16, 2025 |
Money market instruments | |
| 53,829 | | |
| |
|
| |
$ | 57,631 | | |
| |
|
As at March 31, 2023, the carrying value and face value of the bond
investments that were impaired was $2.3 million and $15.2 million, respectively.
| |
June
30,
2023 | | |
March
31, 2023 | |
Equity investments designated as FVTOCI | |
| | |
| |
Public
companies | |
$ | 823 | | |
$ | 918 | |
Private
companies | |
| 62 | | |
| 65 | |
| |
| 885 | | |
| 983 | |
Equity investments designated
as FVTPL | |
| | | |
| | |
Public
companies | |
| 16,354 | | |
| 11,396 | |
Private
companies | |
| 3,231 | | |
| 3,161 | |
| |
| 19,585 | | |
| 14,557 | |
Total | |
$ | 20,470 | | |
$ | 15,540 | |
Investments in publicly traded companies represent equity
interests of other publicly-trading mining companies that the Company has acquired through the open market or through private placements.
SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as
at June 30, 2023 and for the three months ended June 30, 2023 and 2022
(Unaudited) (Tabular amounts are in thousands of U.S. dollars,
except numbers for share and per share figures or otherwise stated)
Investment in equity instruments
that are held for trading are classified as FVTPL. For other investment in equity instruments, the Company can make an irrevocable election,
on an instrument-by-instrument basis, to designate them as FVTOCI.
The continuity of such investments
is as follows:
| |
Fair Value | | |
Accumulated
fair
value change
included in
OCI | | |
Accumulated
fair
value change
included in
P&L | |
April 1, 2022 | |
$ | 17,768 | | |
$ | (24,336 | ) | |
$ | 3,703 | |
Loss on equity investments designated as FVTOCI | |
| (1,312 | ) | |
| (1,312 | ) | |
| – | |
Loss equity investments designated as FVTPL | |
| (2,318 | ) | |
| - | | |
| (2,318 | ) |
Acquisition | |
| 3,702 | | |
| - | | |
| - | |
Disposal | |
| (1,035 | ) | |
| - | | |
| - | |
Impact of foreign currency translation | |
| (1,265 | ) | |
| - | | |
| - | |
March 31, 2023 | |
$ | 15,540 | | |
$ | (25,648 | ) | |
$ | 1,385 | |
Loss on equity investments designated as FVTOCI | |
| (114 | ) | |
| (114 | ) | |
| – | |
Gain on equity investments designated as FVTPL | |
| 1,086 | | |
| - | | |
| 1,086 | |
Acquisition | |
| 3,594 | | |
| - | | |
| - | |
Disposal | |
| (70 | ) | |
| - | | |
| - | |
Impact of foreign currency translation | |
| 434 | | |
| - | | |
| - | |
June 30, 2023 | |
$ | 20,470 | | |
$ | (25,762 | ) | |
$ | 2,471 | |
10. | INVESTMENT IN ASSOCIATES |
(a) | Investment in New Pacific Metals Corp. |
New Pacific Metals Corp. (“NUAG”)
is a Canadian public company listed on the Toronto Stock Exchange (symbol: NUAG) and NYSE American (symbol: NEWP). NUAG is a related party
of the Company by way of one common director and one common officer, and the Company accounts for its investment in NUAG using the equity
method as it is able to exercise significant influence over the financial and operating policies of NUAG.
During the three months ended
June 30, 2023, the Company acquired nil common shares of NUAG from the public market (three month ended June 30, 2022– 181,900)
for a total cost of $nil (three months ended June 30, 2022 – $0.6 million).
As at June 30, 2023, the Company owned
44,351,616 common shares of NUAG (March 31, 2023 – 44,351,616), representing an ownership interest of 28.1% (March 31, 2023
– 28.2%).
SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as
at June 30, 2023 and for the three months ended June 30, 2023 and 2022
(Unaudited) (Tabular amounts are in thousands of U.S. dollars,
except numbers for share and per share figures or otherwise stated)
The
summary of the investment in NUAG common shares and its market value as at the respective reporting dates are as follows:
| |
Number of shares | | |
Amount | | |
Value of NUAG’s common shares per quoted market price | |
Balance, April 1, 2022 | |
| 44,042,216 | | |
$ | 49,437 | | |
$ | 140,275 | |
Purchase from open market | |
| 309,400 | | |
| 874 | | |
| | |
Share of net loss | |
| | | |
| (2,411 | ) | |
| | |
Share of other comprehensive loss | |
| | | |
| (894 | ) | |
| | |
Foreign exchange impact | |
| | | |
| (3,753 | ) | |
| | |
Balance, March 31, 2023 | |
| 44,351,616 | | |
$ | 43,253 | | |
$ | 119,621 | |
Share of net loss | |
| | | |
| (524 | ) | |
| | |
Share of other comprehensive loss | |
| | | |
| 71 | | |
| | |
Foreign exchange impact | |
| | | |
| 952 | | |
| | |
Balance, June 30, 2023 | |
| 44,351,616 | | |
$ | 43,752 | | |
$ | 96,140 | |
| (b) | Investment
in Tincorp Metals Inc. |
Tincorp
Metals Inc. (“TIN”), formerly Whitehorse Gold Corp., is a Canadian public company listed on the TSX Venture Exchange (symbol:
TIN). TIN is a related party of the Company by way of one common director, and the Company accounts for its investment in TIN using the
equity method as it is able to exercise significant influence over the financial and operating policies of TIN.
On
December 15, 2022, the Company participated in a non-brokered private placement of TIN and purchased 4,000,000 units at a cost of $1.2
million. Each unit was comprised of one TIN common share and one-half common share purchase warrant at exercise price of CAD$0.65 per
share. The common share purchase warrant expires on December 15, 2024.
On
May 14, 2021, the Company participated in a brokered private placement of TIN and purchased 4,000,000 units at a cost of $5.0 million.
Each unit was comprised of one TIN common share and one common share purchase warrant at exercise price of CAD$2 per share. The common
share purchase warrant expires on May 14, 2026.
As
at June 30, 2023, the Company owned 19,514,285 common shares of TIN (March 31, 2023 – 19,514,285), representing an ownership
interest of 29.3% (March 31, 2023 – 29.3%).
SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as
at June 30, 2023 and for the three months ended June 30, 2023 and 2022
(Unaudited) (Tabular amounts are in thousands of U.S. dollars,
except numbers for share and per share figures or otherwise stated)
The
table below summarize the investment in TIN common shares and its market value as at the respective reporting dates. The market value
deficiency is considered to be short term and is not identified as an impairment indicator.
| |
Number of shares | | |
Amount | | |
Value of TIN’s common shares per quoted market price | |
Balance, April 1, 2022 | |
| 15,514,285 | | |
$ | 7,404 | | |
$ | 6,208 | |
Participation in private placement | |
| 4,000,000 | | |
| 1,181 | | |
| | |
Dilution loss | |
| | | |
| (107 | ) | |
| | |
Share of net loss | |
| | | |
| (490 | ) | |
| | |
Share of other comprehensive income | |
| | | |
| 8 | | |
| | |
Foreign exchange impact | |
| | | |
| (554 | ) | |
| | |
Balance, March 31, 2023 | |
| 19,514,285 | | |
$ | 7,442 | | |
$ | 6,777 | |
Share of net loss | |
| | | |
| (116 | ) | |
| | |
Share of other comprehensive income | |
| | | |
| (16 | ) | |
| | |
Foreign exchange impact | |
| | | |
| 163 | | |
| | |
Balance, June 30, 2023 | |
| 19,514,285 | | |
$ | 7,473 | | |
$ | 4,864 | |
11.
INVESTMENT PROPERTIES |
|
Investment properties consist
of: |
Cost | |
Total | |
Balance as at March 31, 2023 | |
$ | - | |
Additions | |
| 270 | |
Transfer from property, plant, and equipment | |
| 855 | |
Impact of foreign currency translation | |
| (36 | ) |
Ending balance as at June 30, 2023 | |
$ | 1,089 | |
| |
| | |
Accumulated depreciation and amortization | |
| | |
Balance as at March 31, 2023 | |
$ | - | |
Depreciation and amortization | |
| (8 | ) |
Transfer from property, plant, and equipment | |
| (632 | ) |
Impact of foreign currency translation | |
| 21 | |
Ending balance as at June 30, 2023 | |
$ | (619 | ) |
| |
| | |
Carrying amounts | |
| | |
Balance as at March 31, 2023 | |
$ | - | |
Ending balance as at June 30, 2023 | |
$ | 470 | |
Investment
properties include real estate properties that are rented out to earn rental income. The investment properties were initially recorded
at cost, and subsequently measured at cost less accumulated depreciation. Depreciation is computed on a straight-line basis based on
the nature and an estimated 20 years’ useful life of the asset. The Company did not engage an independent valuer to value the properties,
and the fair value of the properties estimated based on the quoted market price for the similar real estate properties in the near neighborhoods
was approximately $2.7 million as at June 30,2023.
SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as
at June 30, 2023 and for the three months ended June 30, 2023 and 2022
(Unaudited) (Tabular amounts are in thousands of U.S. dollars,
except numbers for share and per share figures or otherwise stated)
During
the three months ended June 30, 2023, the Company recorded rental income of $0.03 million, which was included in other income on the
unaudited condensed consolidated interim statements of income.
12.
PLANT AND EQUIPMENT
Plant and equipment consist of:
Cost | |
Land use rights
and building | | |
Office equipment | | |
Machinery | | |
Motor vehicles | | |
Construction
in progress | | |
Total | |
Balance as at April 1, 2022 | |
$ | 117,247 | | |
$ | 11,009 | | |
$ | 34,379 | | |
$ | 8,313 | | |
$ | 2,603 | | |
$ | 173,551 | |
Additions | |
| 499 | | |
| 1,169 | | |
| 3,097 | | |
| 879 | | |
| 9,925 | | |
| 15,569 | |
Disposals | |
| (985 | ) | |
| (511 | ) | |
| (1,085 | ) | |
| (494 | ) | |
| - | | |
| (3,075 | ) |
Reclassification of asset groups | |
| 4,400 | | |
| 33 | | |
| 655 | | |
| - | | |
| (5,088 | ) | |
| - | |
Impact of foreign currency translation | |
| (9,040 | ) | |
| (821 | ) | |
| (2,672 | ) | |
| (636 | ) | |
| (212 | ) | |
| (13,381 | ) |
Balance as at March 31, 2023 | |
$ | 112,121 | | |
$ | 10,879 | | |
$ | 34,374 | | |
$ | 8,062 | | |
$ | 7,228 | | |
$ | 172,664 | |
Additions | |
| 19 | | |
| 95 | | |
| 154 | | |
| 127 | | |
| 3,044 | | |
| 3,439 | |
Disposals | |
| (920 | ) | |
| (46 | ) | |
| (121 | ) | |
| (105 | ) | |
| - | | |
| (1,192 | ) |
Reclassification of asset groups | |
| 663 | | |
| 18 | | |
| 313 | | |
| - | | |
| (994 | ) | |
| - | |
Impact of foreign currency translation | |
| (5,796 | ) | |
| (506 | ) | |
| (1,847 | ) | |
| (425 | ) | |
| (450 | ) | |
| (9,024 | ) |
Ending balance as at June 30, 2023 | |
$ | 106,087 | | |
$ | 10,440 | | |
$ | 32,873 | | |
$ | 7,659 | | |
$ | 8,828 | | |
$ | 165,887 | |
|
Impairment, accumulated depreciation and amortization | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as at April 1, 2022 | |
$ | (57,584 | ) | |
$ | (7,232 | ) | |
$ | (23,665 | ) | |
$ | (5,652 | ) | |
$ | - | | |
$ | (94,133 | ) |
Disposals | |
| 733 | | |
| 500 | | |
| 767 | | |
| 407 | | |
| - | | |
| 2,407 | |
Depreciation and amortization | |
| (4,373 | ) | |
| (940 | ) | |
| (2,162 | ) | |
| (660 | ) | |
| - | | |
| (8,135 | ) |
Impact of foreign currency translation | |
| 4,443 | | |
| 530 | | |
| 1,847 | | |
| 436 | | |
| - | | |
| 7,256 | |
Balance as at March 31, 2023 | |
$ | (56,781 | ) | |
$ | (7,142 | ) | |
$ | (23,213 | ) | |
$ | (5,469 | ) | |
$ | - | | |
$ | (92,605 | ) |
Disposals | |
| 682 | | |
| 44 | | |
| 52 | | |
| 87 | | |
| - | | |
| 865 | |
Depreciation and amortization | |
| (1,101 | ) | |
| (224 | ) | |
| (567 | ) | |
| (162 | ) | |
| - | | |
| (2,054 | ) |
Impact of foreign currency translation | |
| 2,933 | | |
| 323 | | |
| 1,263 | | |
| 292 | | |
| - | | |
| 4,811 | |
Ending balance as at June 30, 2023 | |
$ | (54,267 | ) | |
$ | (6,999 | ) | |
$ | (22,465 | ) | |
$ | (5,252 | ) | |
$ | - | | |
$ | (88,983 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Carrying amounts | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as at March 31, 2023 | |
$ | 55,340 | | |
$ | 3,737 | | |
$ | 11,161 | | |
$ | 2,593 | | |
$ | 7,228 | | |
$ | 80,059 | |
Ending balance as at June 30, 2023 | |
$ | 51,820 | | |
$ | 3,441 | | |
$ | 10,408 | | |
$ | 2,407 | | |
$ | 8,828 | | |
$ | 76,904 | |
Carrying amounts as at June 30, 2023 | |
Ying Mining District | | |
BYP | | |
GC | | |
Other | | |
Total | |
Land use rights and building | |
$ | 38,312 | | |
$ | 2,312 | | |
$ | 10,028 | | |
$ | 1,168 | | |
$ | 51,820 | |
Office equipment | |
| 2,750 | | |
| 33 | | |
| 407 | | |
| 251 | | |
| 3,441 | |
Machinery | |
| 6,964 | | |
| 89 | | |
| 3,299 | | |
| 56 | | |
| 10,408 | |
Motor vehicles | |
| 1,935 | | |
| 17 | | |
| 326 | | |
| 129 | | |
| 2,407 | |
Construction in progress | |
| 8,282 | | |
| 482 | | |
| 64 | | |
| - | | |
| 8,828 | |
Total | |
$ | 58,243 | | |
$ | 2,933 | | |
$ | 14,124 | | |
$ | 1,604 | | |
$ | 76,904 | |
Carrying amounts as at March 31, 2023 | |
Ying Mining District | | |
BYP | | |
GC | | |
Other | | |
Total | |
Land use rights and building | |
$ | 41,155 | | |
$ | 2,491 | | |
$ | 10,403 | | |
$ | 1,291 | | |
$ | 55,340 | |
Office equipment | |
| 2,991 | | |
| 37 | | |
| 440 | | |
| 269 | | |
| 3,737 | |
Machinery | |
| 7,433 | | |
| 104 | | |
| 3,568 | | |
| 56 | | |
| 11,161 | |
Motor vehicles | |
| 2,067 | | |
| 18 | | |
| 367 | | |
| 141 | | |
| 2,593 | |
Construction in progress | |
| 6,208 | | |
| 509 | | |
| 511 | | |
| - | | |
| 7,228 | |
Total | |
$ | 59,854 | | |
$ | 3,159 | | |
$ | 15,289 | | |
$ | 1,757 | | |
$ | 80,059 | |
SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as
at June 30, 2023 and for the three months ended June 30, 2023 and 2022
(Unaudited) (Tabular amounts are in thousands of U.S. dollars,
except numbers for share and per share figures or otherwise stated)
13.
MINERAL RIGHTS AND PROPERTIES
Mineral
rights and properties consist of:
| |
Producing and development properties | | |
Exploration and evaluation properties | | |
| |
Cost | |
Ying Mining
District | | |
BYP | | |
GC | | |
RZY | | |
Kuanping | | |
La Yesca | | |
Total | |
Balance as at April 1, 2022 | |
$ | 397,335 | | |
$ | 65,092 | | |
$ | 124,906 | | |
$ | - | | |
$ | 13,380 | | |
$ | 19,335 | | |
$ | 620,048 | |
Capitalized expenditures | |
| 35,632 | | |
| - | | |
| 4,839 | | |
| - | | |
| 907 | | |
| 876 | | |
| 42,254 | |
Environmental rehabilitation | |
| (224 | ) | |
| (36 | ) | |
| 12 | | |
| - | | |
| | | |
| - | | |
| (248 | ) |
Foreign currency translation impact | |
| (30,731 | ) | |
| (1,192 | ) | |
| (9,639 | ) | |
| - | | |
| (1,034 | ) | |
| - | | |
| (42,596 | ) |
Balance as at March 31, 2023 | |
$ | 402,012 | | |
$ | 63,864 | | |
$ | 120,118 | | |
$ | - | | |
$ | 13,253 | | |
$ | 20,211 | | |
$ | 619,458 | |
Capitalized expenditures | |
| 10,614 | | |
| - | | |
| 1,812 | | |
| - | | |
| 51 | | |
| - | | |
| 12,477 | |
Foreign currency translation impact | |
| (21,596 | ) | |
| (749 | ) | |
| (6,321 | ) | |
| - | | |
| (705 | ) | |
| - | | |
| (29,371 | ) |
Balance as at June 30, 2023 | |
$ | 391,030 | | |
$ | 63,115 | | |
$ | 115,609 | | |
$ | - | | |
$ | 12,599 | | |
$ | 20,211 | | |
$ | 602,564 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Impairment and accumulated depletion | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as at April 1, 2022 | |
$ | (143,264 | ) | |
$ | (57,521 | ) | |
$ | (92,815 | ) | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | (293,600 | ) |
Impairment | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (20,211 | ) | |
| (20,211 | ) |
Depletion | |
| (18,689 | ) | |
| - | | |
| (2,398 | ) | |
| - | | |
| - | | |
| - | | |
| (21,087 | ) |
Foreign currency translation impact | |
| 11,091 | | |
| 610 | | |
| 7,165 | | |
| - | | |
| - | | |
| - | | |
| 18,866 | |
Balance as at March 31, 2023 | |
$ | (150,862 | ) | |
$ | (56,911 | ) | |
$ | (88,048 | ) | |
$ | - | | |
$ | - | | |
$ | (20,211 | ) | |
$ | (316,032 | ) |
Depletion | |
| (5,149 | ) | |
| - | | |
| (745 | ) | |
| - | | |
| - | | |
| - | | |
| (5,894 | ) |
Foreign currency translation impact | |
| 8,143 | | |
| 388 | | |
| 4,597 | | |
| - | | |
| - | | |
| - | | |
| 13,128 | |
Balance as at June 30, 2023 | |
$ | (147,868 | ) | |
$ | (56,523 | ) | |
$ | (84,196 | ) | |
$ | - | | |
$ | - | | |
$ | (20,211 | ) | |
$ | (308,798 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Carrying amounts | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as at March 31, 2023 | |
$ | 251,150 | | |
$ | 6,953 | | |
$ | 32,070 | | |
$ | - | | |
$ | 13,253 | | |
$ | - | | |
$ | 303,426 | |
Balance as at June 30, 2023 | |
$ | 243,162 | | |
$ | 6,592 | | |
$ | 31,413 | | |
$ | - | | |
$ | 12,599 | | |
$ | - | | |
$ | 293,766 | |
14.
LEASES
The
following table summarizes changes in the Company’s lease receivable and lease obligation related to the Company’s office
lease and sublease.
| |
Lease Receivable | | |
Lease Obligation | |
Balance, April 1, 2022 | |
$ | 182 | | |
$ | 1,263 | |
Interest accrual | |
| 4 | | |
| 43 | |
Interest received or paid | |
| (4 | ) | |
| (43 | ) |
Principal repayment | |
| (172 | ) | |
| (597 | ) |
Foreign exchange impact | |
| (10 | ) | |
| (83 | ) |
Balance, April 1, 2023 | |
$ | - | | |
$ | 583 | |
Interest accrual | |
| | | |
| 7 | |
Interest received or paid | |
| | | |
| (7 | ) |
Principal repayment | |
| | | |
| (64 | ) |
Foreign exchange impact | |
| | | |
| 12 | |
Balance, June 30, 2023 | |
$ | - | | |
$ | 531 | |
Less: current portion | |
| - | | |
$ | (277 | ) |
Non-current portion | |
$ | - | | |
$ | 254 | |
SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as
at June 30, 2023 and for the three months ended June 30, 2023 and 2022
(Unaudited) (Tabular amounts are in thousands of U.S. dollars,
except numbers for share and per share figures or otherwise stated)
The
following table presents a reconciliation of the Company’s undiscounted cash flows to their present value for its lease
obligation as at June 30, 2023:
| |
Lease
Obligation | |
Within
1 year | |
$ | 290 | |
Between
2 to 5 years | |
| 266 | |
Total
undiscounted amount | |
| 556 | |
Less
future interest | |
| (25 | ) |
Total
discounted amount | |
$ | 531 | |
Less:
current portion | |
| (277 | ) |
Non-current
portion | |
$ | 254 | |
The
lease obligation were discounted using an estimated incremental borrowing rate of 5%.
15.
ENVIRONMENTAL REHABILITATION OBLIGATION
The
following table presents the reconciliation of the beginning and ending obligations associated with the retirement of the properties:
| |
Total | |
Balance, April 1, 2022 | |
$ | 8,739 | |
Reclamation expenditures | |
| (740 | ) |
Unwinding of discount of environmental rehabilitation | |
| 239 | |
Revision of provision | |
| (248 | ) |
Foreign exchange impact | |
| (672 | ) |
Balance, March 31, 2023 | |
$ | 7,318 | |
Reclamation expenditures | |
| (85 | ) |
Unwinding of discount of environmental rehabilitation | |
| 53 | |
Foreign exchange impact | |
| (388 | ) |
Balance, June 30, 2023 | |
$ | 6,898 | |
16.
SHARE CAPITAL
Unlimited
number of common shares without par value. All shares issued as at June 30, 2023 were fully paid.
| (b) | Share-based
compensation |
The
Company has a share-based compensation plan (the “Plan”) which consists of stock options, restricted share units (the “RSUs”)
and performance share units (the “PSUs”). The Plan allows for the maximum number of common shares to be reserved for issuance
on any share-based compensation to be a rolling 10% of the issued and outstanding common shares from time to time. Furthermore, no more
than 3% of the reserve may be granted in the form of RSUs and PSUs.
For
the three months ended June 30, 2023, a total of $1.4 million (three months ended June 30, 2022 - $1.2 million) in share-based compensation
expense was recognized and included in the corporate general and
SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as
at June 30, 2023 and for the three months ended June 30, 2023 and 2022
(Unaudited) (Tabular amounts are in thousands of U.S. dollars,
except numbers for share and per share figures or otherwise stated)
administrative
expenses and property evaluation and business development expenses on the condensed consolidated interim statements of income.
The
following is a summary of option transactions:
| |
Number of shares | | |
Weighted
average exercise price per share CAD $ | |
Balance, March 31, 2022 | |
| 995,335 | | |
$ | 7.28 | |
Option granted | |
| 595,000 | | |
| 3.95 | |
Options cancelled/forfeited | |
| (158,667 | ) | |
| 6.29 | |
Balance, March 31, 2023 | |
| 1,431,668 | | |
$ | 6.01 | |
Options cancelled/forfeited | |
| (1,667 | ) | |
| 9.45 | |
Balance, June 30, 2023 | |
| 1,430,001 | | |
| 6.00 | |
The
following table summarizes information about stock options outstanding as at June 30, 2023:
| | |
Number of options | | |
Weighted average remaining | | |
Weighted average | | |
Number of options | | |
Weighted average | |
Exercise price in
CAD $ | | |
outstanding at
June 30, 2023 | | |
contractual life
(Years) | | |
exercise price in CAD $ | | |
exercisable at
June 30, 2023 | | |
exercise price in
CAD $ | |
$ | 3.93 | | |
| 478,000 | | |
| 3.82 | | |
$ | 3.93 | | |
| 159,334 | | |
$ | 3.93 | |
$ | 4.08 | | |
| 60,000 | | |
| 4.65 | | |
$ | 4.08 | | |
| - | | |
$ | - | |
$ | 5.46 | | |
| 493,668 | | |
| 1.91 | | |
$ | 5.46 | | |
| 493,668 | | |
$ | 5.46 | |
$ | 9.45 | | |
| 398,333 | | |
| 2.37 | | |
$ | 9.45 | | |
| 334,165 | | |
$ | 9.45 | |
$ | 3.93 to $9.45 | | |
| 1,430,001 | | |
| 2.79 | | |
$ | 6.00 | | |
| 987,167 | | |
$ | 6.56 | |
The
options were granted to directors, officers, and employees with a life of five years subject to a vesting schedule over a three-year
term with 1/6 of the options vesting every six months from the date of grant until fully vested.
Subsequent
to June 30, 2023, a total of 8,333 options with exercise prices of CAD$9.45 were cancelled and/or forfeited.
SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as
at June 30, 2023 and for the three months ended June 30, 2023 and 2022
(Unaudited) (Tabular amounts are in thousands of U.S. dollars,
except numbers for share and per share figures or otherwise stated)
The
following is a summary of RSUs transactions:
| |
| | |
Weighted average | |
| |
| | | |
| grant date closing | |
| |
| Number of shares | | |
| price
per share $ CAD | |
Balance, March 31, 2022 | |
| 1,636,165 | | |
$ | 6.47 | |
Granted | |
| 1,154,000 | | |
| 3.96 | |
Forfeited | |
| (159,792 | ) | |
| 5.44 | |
Distributed | |
| (503,703 | ) | |
| 6.04 | |
Balance, March 31, 2023 | |
| 2,126,670 | | |
$ | 5.29 | |
Granted | |
| 1,056,000 | | |
| 5.28 | |
Forfeited | |
| (21,084 | ) | |
| 5.15 | |
Distributed | |
| (241,777 | ) | |
| 5.53 | |
Balance, June 30, 2023 | |
| 2,919,809 | | |
$ | 5.26 | |
| (e) | Cash
dividends declared |
During
the three months ended June 30, 2023, dividends of $2.2 million (three months ended June 30, 2022 - $2.2 million) were declared and
paid.
| (f) | Normal
course issuer bid |
On
August 25, 2021, the Company announced a normal course issuer bid (the “2021 NCIB”) which allowed the Company to repurchase
and cancel up to 7,054,000 of its own common shares until August 26, 2022. On August 24, 2022, the Company announced a normal course
issuer bid (the “2022 NCIB”, together with the 2021 NCIB, the “NCIB Programs”) which allows it to repurchase
and cancel up to 7,079,407 of its own common shares until August 28, 2023. During the year ended March 31, 2023, the Company repurchased
a total of 838,237 common shares at a cost of $2.1 million under the NICB Program.
During
the three months ended June 30, 2023, the Company repurchased a total of nil (three months ended June 30, 2022 – 334,990) common
shares at a cost of $nil (three months ended June 30, 2022 – $0.9 million), respectively, under the NCIB Programs.
Subsequent
to June 30, 2023, the Company repurchased a total of 196,554 common shares at a cost of $0.6 million, under the NCIB Programs.
All
shares bought were subsequently cancelled.
17.
ACCUMULATED OTHER COMPREHENSIVE LOSS
| |
June 30,
2023 | | |
March 31,
2023 | |
Change in fair value on equity investments designated as FVTOCI | |
$ | 24,469 | | |
$ | 24,355 | |
Share of other comprehensive loss in associate | |
| 1,325 | | |
| 1,380 | |
Currency translation adjustment | |
| 31,949 | | |
| 17,508 | |
Balance, end of the period | |
$ | 57,743 | | |
$ | 43,243 | |
The
change in fair value on equity investments designated as FVTOCI, share of other comprehensive loss in associates, and currency translation
adjustment are net of tax of $nil for all periods presented.
SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as
at June 30, 2023 and for the three months ended June 30, 2023 and 2022
(Unaudited) (Tabular amounts are in thousands of U.S. dollars,
except numbers for share and per share figures or otherwise stated)
18.
NON-CONTROLLING INTERESTS
The
continuity of non-controlling interests is summarized as follows:
| | |
Henan Found | | |
Henan Huawei | | |
Yunxiang | | |
Guangdong Found | | |
New Infini | | |
Total | |
Balance, April 1, 2022 | | |
$ | 89,669 | | |
$ | 4,928 | | |
$ | 2,915 | | |
$ | (181 | ) | |
$ | 10,387 | | |
$ | 107,718 | |
Share of net income (loss) | | |
| 11,584 | | |
| (121 | ) | |
| (157 | ) | |
| 78 | | |
| (10,892 | ) | |
| 492 | |
Share of other comprehensive loss | | |
| (6,037 | ) | |
| (351 | ) | |
| (118 | ) | |
| (46 | ) | |
| - | | |
| (6,552 | ) |
Distributions | | |
| (9,934 | ) | |
| (946 | ) | |
| - | | |
| - | | |
| - | | |
| (10,880 | ) |
Balance, March 31, 2023 | | |
$ | 85,282 | | |
$ | 3,510 | | |
$ | 2,640 | | |
$ | (149 | ) | |
$ | (505 | ) | |
$ | 90,778 | |
Share of net income (loss) | | |
| 3,832 | | |
| 213 | | |
| (63 | ) | |
| 19 | | |
| (5 | ) | |
| 3,996 | |
Share of other comprehensive loss | | |
| (3,695 | ) | |
| (141 | ) | |
| (106 | ) | |
| (34 | ) | |
| - | | |
| (3,976 | ) |
Distributions | | |
| (6,615 | ) | |
| (633 | ) | |
| - | | |
| - | | |
| - | | |
| (7,248 | ) |
Balance, June 30, 2023 | | |
$ | 78,804 | | |
$ | 2,949 | | |
$ | 2,471 | | |
$ | (164 | ) | |
$ | (510 | ) | |
$ | 83,550 | |
As
at June 30, 2023, non-controlling interests in Henan Found, Henan Huawei, Yunxiang, Guangdong Found and New Infini were 22.5%, 20%, 30%,
1%, and 53.9%, respectively (March 31, 2023 – 22.5%, 20%, 30%, 1%, and 53.9%, respectively).
19.
RELATED PARTY TRANSACTIONS
Related
party transactions are made on terms agreed upon by the related parties. The balances with related parties are unsecured, non-interest
bearing, and due on demand. Related party transactions not disclosed elsewhere in the audited condensed consolidated interim financial
statements are as follows:
| |
June 30,
2023 | | |
March 31,
2023 | |
NUAG (a) | |
$ | 45 | | |
$ | 51 | |
TIN (b) | |
| 19 | | |
| 37 | |
| |
$ | 64 | | |
$ | 88 | |
(a) | The
Company recovers costs for services rendered to NUAG and expenses incurred on behalf of NUAG
pursuant to a services and administrative costs reallocation agreement. During the three
months ended June 30, 2023, the Company recovered $0.3 million (three months ended June 30,
2022 - $0.2 million) from NUAG for services rendered and expenses incurred on behalf of NUAG.
The costs recovered from NUAG were recorded as a direct reduction of general and administrative
expenses on the unaudited condensed consolidated statements of income. |
(b) | The
Company recovers costs for services rendered to TIN and expenses incurred on behalf of TIN
pursuant to a services and administrative costs reallocation agreement. During the three
months ended June 30, 2023, the Company recovered $0.08 million (three months ended June
30, 2022 - $0.04 million), from TIN for services rendered and expenses incurred on behalf
of TIN. The costs recovered from TIN were recorded as a direct reduction of general and administrative
expenses on the unaudited condensed consolidated statements of income. |
SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as
at June 30, 2023 and for the three months ended June 30, 2023 and 2022
(Unaudited) (Tabular amounts are in thousands of U.S. dollars,
except numbers for share and per share figures or otherwise stated)
20.
FINANCIAL INSTRUMENTS
The
Company manages its exposure to financial risks, including liquidity risk, foreign exchange risk, interest rate risk, credit risk and
equity price risk in accordance with its risk management framework. The Company’s Board of Directors has overall responsibility
for the establishment and oversight of the Company’s risk management framework and reviews the Company’s policies on an ongoing
basis.
The
Company classifies its fair value measurements within a fair value hierarchy, which reflects the significance of the inputs used in making
the measurements as defined in IFRS 13, Fair Value Measurement (“IFRS 13”).
Level
1 – Unadjusted quoted prices at the measurement date for identical assets or liabilities in active markets.
Level
2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in
active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are
observable or can be corroborated by observable market data.
Level
3 – Unobservable inputs which are supported by little or no market activity.
The
following tables set forth the Company’s financial assets and liabilities that are measured at fair value level on a recurring
basis within the fair value hierarchy as at June 30, 2023 and March 31, 2023 that are not otherwise disclosed. As required by IFRS 13,
the assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value
measurement.
| |
Fair value as at June 30, 2023 | |
Recurring measurements | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
Financial assets | |
| | |
| | |
| | |
| |
Cash and cash equivalents | |
$ | 143,278 | | |
$ | - | | |
$ | - | | |
$ | 143,278 | |
Short-term investments - money market instruments | |
| 54,553 | | |
| - | | |
| - | | |
| 54,553 | |
Investments in public companies | |
| 17,177 | | |
| - | | |
| - | | |
| 17,177 | |
Investments in private companies | |
| - | | |
| - | | |
| 3,293 | | |
| 3,293 | |
| |
Fair value as at March 31, 2023 | |
Recurring measurements | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
Financial assets | |
| | |
| | |
| | |
| |
Cash and cash equivalents | |
$ | 145,692 | | |
$ | - | | |
$ | - | | |
$ | 145,692 | |
Short-term investments - money market instruments | |
| 53,829 | | |
| - | | |
| - | | |
| 53,829 | |
Investments in public companies | |
| 12,314 | | |
| - | | |
| - | | |
| 12,314 | |
Investments in private companies | |
| - | | |
| - | | |
| 3,226 | | |
| 3,226 | |
SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as
at June 30, 2023 and for the three months ended June 30, 2023 and 2022
(Unaudited) (Tabular amounts are in thousands of U.S. dollars,
except numbers for share and per share figures or otherwise stated)
Financial
assets classified within Level 3 are equity investments in private companies owned by the Company. Significant unobservable inputs are
used to determine the fair value of the financial assets, which includes recent arm’s length transactions of the investee, the
investee’s financial performance as well as any changes in planned milestones of the investees.
Fair
value of the other financial instruments excluded from the table above approximates their carrying amount as at June 30, 2023 and March
31, 2023, due to the short-term nature of these instruments.
There
were no transfers into or out of Level 3 during the three months ended June 30, 2023 and 2022.
Liquidity
risk is the risk that the Company will not be able to meet its short-term business requirements. The Company has in place a planning
and budgeting process to help determine the funds required to support the Company’s normal operating requirements on an ongoing
basis and its expansion plans.
In
the normal course of business, the Company enters into contracts that give rise to commitments for future minimum payments. The following
summarizes the remaining contractual maturities of the Company’s financial liabilities and operating commitments on an undiscounted
basis.
| |
June
30, 2023 | |
| |
Within a year | | |
2-5 years | | |
Total | |
Accounts payable and accrued liabilities | |
$ | 38,836 | | |
$ | - | | |
$ | 38,836 | |
Lease obligation | |
| 290 | | |
| 266 | | |
| 556 | |
Deposits received | |
| 5,486 | | |
| - | | |
| 5,486 | |
Total Contractual Obligation | |
$ | 44,612 | | |
$ | 266 | | |
$ | 44,878 | |
The
Company reports its financial statements in US dollars. The functional currency of the head office, Canadian subsidiaries and all intermediate
holding companies is the Canadian dollar (“CAD”) and the functional currency of all Chinese subsidiaries is the Chinese yuan
(“RMB”). The functional currency of New Infini and its subsidiaries is the US dollar (“USD”). The Company is
exposed to foreign exchange risk when the Company undertakes transactions and holds assets and liabilities in currencies other than its
functional currencies.
The
Company currently does not engage in foreign exchange currency hedging. The sensitivity of the Company’s net income due to the
exchange rates of the Canadian dollar against the U.S. dollar and the Australian dollar as at June 30, 2023 is summarized as follows:
| |
Cash and cash equivelents | | |
Short-term investments | | |
Other investments | | |
Accounts payable and accrued liabilities | | |
Net financial assets explosure | | |
Effect of +/- 10% change in currency | |
US dollar | |
$ | 86,605 | | |
$ | 2,769 | | |
$ | 2,583 | | |
$ | (74 | ) | |
$ | 91,883 | | |
$ | 9,188 | |
Australian dollar | |
| 247 | | |
| - | | |
| 8,816 | | |
| - | | |
| 9,063 | | |
| 906 | |
| |
$ | 86,852 | | |
$ | 2,769 | | |
$ | 11,399 | | |
$ | (74 | ) | |
$ | 100,946 | | |
$ | 10,094 | |
SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as
at June 30, 2023 and for the three months ended June 30, 2023 and 2022
(Unaudited) (Tabular amounts are in thousands of U.S. dollars,
except numbers for share and per share figures or otherwise stated)
The
Company is exposed to interest rate risk on its cash equivalents and short-term investments. As at June 30, 2023, all of its interest-bearing
cash equivalents and short-term investments earn interest at market rates that are fixed to maturity or at variable interest rates with
terms of less than one year. The Company monitors its exposure to changes in interest rates on cash equivalents and short-term investments.
Due to the short-term nature of these financial instruments, fluctuations in interest rates would not have a significant impact on the
Company’s net income.
Credit
risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial
loss. The Company is exposed to credit risk primarily associated to accounts receivable, due from related parties, cash and cash equivalents,
and short-term investments. The carrying amount of assets included on the balance sheet represents the maximum credit exposure.
The
Company undertakes credit evaluations on counterparties as necessary, requests deposits from customers prior to delivery, and has monitoring
processes intended to mitigate credit risks. There were no material amounts in trade or other receivables which were past due on June
30, 2023 (at March 31, 2022 - $nil).
The
Company holds certain marketable securities that will fluctuate in value as a result of trading on financial markets. As the
Company’s marketable securities holdings are mainly in mining companies, the value will also fluctuate based on commodity
prices. Based upon the Company’s portfolio as at June 30, 2023, a 10% increase (decrease) in the market price of the
securities held, ignoring any foreign currency effects, would have resulted in an increase (decrease) to the net income (loss) and
other comprehensive income (loss) of $1.6 million and $0.1 million, respectively.
21. | SUPPLEMENTARY
CASH FLOW INFORMATION |
The
following tables summarize adjustments for changes in working capital items and significant non-cash items:
| |
Three Months Ended June 30, | |
Changes in non-cash operating working capital: | |
2023 | | |
2022 | |
Trade and other receivables | |
$ | 112 | | |
$ | 202 | |
Inventories | |
| 1,020 | | |
| (12 | ) |
Prepaids and deposits | |
| (776 | ) | |
| (897 | ) |
Accounts payable and accrued liabilities | |
| 2,921 | | |
| 11,231 | |
Deposits received | |
| 1,663 | | |
| (1,569 | ) |
Due from a related party | |
| 26 | | |
| (18 | ) |
| |
$ | 4,966 | | |
$ | 8,937 | |
SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as
at June 30, 2023 and for the three months ended June 30, 2023 and 2022
(Unaudited) (Tabular amounts are in thousands of U.S. dollars,
except numbers for share and per share figures or otherwise stated)
The
following tables summarize other adjustments for non-cash items related to capital expenditures and acquisition transactions:
| |
Three Months Ended June 30, |
|
Non-cash capital transactions: | |
2023 | | |
2022 |
|
Environmental rehablitation expenditure paid from reclamation deposit | |
$ | 6 | | |
$ | 24 |
|
Additions of plant and equipment included in accounts payable and accrued liabilities | |
| 225 | | |
| 528 |
|
Capital expenditures of mineral rights and properties included in accounts payable and accrued liabilities | |
$ | 592 | | |
$ | (2,972 |
) |
Cash
and cash equivalents consist of:
| |
June 30,
2023 | | |
March 31, 2023 | |
Cash on hand and at bank | |
$ | 54,158 | | |
$ | 50,871 | |
Bank term deposits and short-term money market investments | |
| 89,120 | | |
| 94,821 | |
Total cash and cash equivalents | |
$ | 143,278 | | |
$ | 145,692 | |
22.
SUBSEQUENT EVENT
On
August 6, 2023, the Company and OreCorp Limited(ASX: ORR) (“OreCorp”) announce the signing of a binding scheme implementation
deed (the “Agreement”) whereby Silvercorp will acquire all fully-paid ordinary shares of OreCorp not held by Silvercorp
or its associates (the “OreCorp Shares”), pursuant to an Australian scheme of arrangement under Part 5.1 of the Corporations
Act 2001 (Cth) (the “Scheme”), subject to the satisfaction of various conditions.
Under
the terms of the Agreement, Silvercorp or a wholly owned subsidiary will, subject to the satisfaction of various conditions, acquire
the OreCorp Shares by means of a court-sanctioned scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth), whereby
each holder of OreCorp Shares will receive, for each OreCorp Share held, A$0.15 in cash and 0.0967 of a Silvercorp common share valued
at A$0.45 for a total implied consideration of A$0.60 per OreCorp Share.1
The
implied consideration of A$0.60 per OreCorp share represents a 41.7% premium to the 20-day VWAP of OreCorp’s shares on the ASX
for the period ending August 4, 2023 and values OreCorp at approximately A$242 million on a fully-diluted-in-the-money basis. Existing
OreCorp shareholders will own 17.8% of Silvercorp’s common shares outstanding on a fully-diluted in-the-money basis following implementation
of the Scheme.
Concurrent
with entering into the Agreement, Silvercorp and OreCorp have also entered into a placement agreement, whereby 70,411,334 new fully-paid
ordinary shares of OreCorp will be issued to Silvercorp at a price of A$0.40 per OreCorp Share for aggregate proceeds of approximately
A$28 million (the “Placement”). The Placement will occur in two tranches, with the first tranche (for aggregate proceeds
of A$18 million) to complete on the third business day after execution of the Agreement and the second tranche (for aggregate proceeds
of approximately A$10 million) to complete 10 business days thereafter. Upon completion of the
1
Based on the 20-day volume weighted average price of Silvercorp’s common shares on the NYSE American for the period ended
August 3, 2023, converted to Australian dollars using a U.S. dollar to Australian dollar foreign exchange rate of 1.526.
SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as
at June 30, 2023 and for the three months ended June 30, 2023 and 2022
(Unaudited) (Tabular amounts are in thousands of U.S. dollars,
except numbers for share and per share figures or otherwise stated)
Placement,
Silvercorp will hold approximately 15% of the total outstanding ordinary shares of OreCorp. Proceeds from the Placement will be used
to immediately commence resettlement activities as contemplated in the Relocation Action Plan, facilitating the prompt development of
the Nyanzaga Gold Project, located in the Mwanza region, Tanzania. OreCorp holds an 84% interest in the Nyanzaga Gold Project, in partnership
with the Government of Tanzania.
The
OreCorp Board has unanimously approved the transaction and recommends that all OreCorp shareholders vote in favour of the Scheme at the
meeting of the shareholders of OreCorp (the “Scheme Meeting”), in the absence of a Superior Proposal and subject to
the independent expert to be appointed by OreCorp (the “Independent Expert”) concluding (and continuing to conclude)
that the Scheme is in the best interests of OreCorp shareholders. Subject to those same qualifications, each director of OreCorp intends
to vote, or cause to be voted, all OreCorp Shares held or controlled by them (representing 4.6% of OreCorp’s issued shares as at
the date of this announcement) in favour of the Scheme at the Scheme Meeting.
The
Scheme is subject to customary closing conditions for a transaction of this nature, including:
● | OreCorp
shareholders approving the Scheme at the Scheme Meeting; |
● | Approval
of the Federal Court of Australia; |
● | Completion
of the Placement; |
● | The
Independent Expert issuing an Independent Expert’s Report which concludes (and continues
to conclude)
that the Scheme is in the best interests of OreCorp shareholders; |
● | Tanzanian
Fair Competition Commission and any other applicable approvals; |
● | Foreign
Investment Review Board approval in Australia, if required; |
● | OreCorp
performance rights and OreCorp options being dealt with such that none will remain in existence
on completion of the Scheme; |
● | No
material adverse change and no prescribed occurrence in relation to either Silvercorp or
OreCorp; |
● | Approval
for quotation on TSX and NYSE of the Silvercorp common shares to be issued to OreCorp shareholders
as the scrip component of the consideration; and |
● | Other
customary conditions. |
Under
the Agreement, Silvercorp has agreed to use reasonable endeavours to apply for admission of Silvercorp to the official list of Australian
Securities Exchange (the “ASX”). If ASX has provided Silvercorp with conditional approval for admission to the official list
of ASX by the business day before the date of the second court hearing, OreCorp shareholders (other than ineligible shareholders) may
elect to receive the scrip component of the consideration in the form of CHESS Depositary Interests (which may be traded on ASX) instead
of in the form of Silvercorp common shares. If conditional approval is not provided by ASX by the business day before the date of the
second court hearing, all OreCorp shareholders (other than ineligible shareholders) would receive the scrip component of the consideration
in the form of Silvercorp shares, tradable on the TSX and NYSE.
The
Agreement also contains customary deal protection mechanisms, including no talk and no due diligence provisions, (subject to a fiduciary
out exception) and no shop, as well as notification and matching rights for Silvercorp in the event of a competing proposal. The transaction
may incur a capital gains tax payable under Tanzanian legislation. A break fee of approximately A$2.8 million shall be payable by OreCorp
to Silvercorp if the Agreement is terminated as a result of certain specified circumstances.
Exhibit 99.2
SILVERCORP METALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the Three Months Ended June 30, 2023
(Expressed in thousands of US dollars, except per share
figures or otherwise stated)
Table of Contents
1. |
Core Business and Strategy |
2 |
|
|
|
2. |
First Quarter of Fiscal Year 2024 Highlights |
2 |
|
|
|
3. |
Operating Performance |
3 |
|
|
|
4. |
Investment in Associates |
10 |
|
|
|
5. |
Overview of Financial Results |
12 |
|
|
|
6. |
Liquidity, Capital Resources, and Contractual Obligations |
16 |
|
|
|
7. |
Environmental Rehabilitation Provision |
18 |
|
|
|
8. |
Risks and Uncertainties |
18 |
|
|
|
9. |
Off-Balance Sheet Arrangements |
25 |
|
|
|
10. |
Transactions with Related Parties |
25 |
|
|
|
11. |
Alternative Performance (Non-IFRS) Measures |
26 |
|
|
|
12. |
Material Accounting Policies, Judgments, and Estimates |
28 |
|
|
|
13. |
New Accounting Standards |
29 |
|
|
|
14. |
Other MD&A Requirements |
29 |
|
|
|
15. |
Outstanding Share Data |
29 |
|
|
|
16. |
Disclosure Controls and Procedures |
30 |
|
|
|
17. |
Management’s Report on Internal Control over Financial Reporting |
30 |
|
|
|
18. |
Changes in Internal Control over Financial Reporting |
31 |
|
|
|
19. |
Subsequent Event |
31 |
|
|
|
20. |
Directors and Officers |
32 |
|
|
|
Technical Information |
33 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
This Management’s Discussion
and Analysis (“MD&A”) is intended to help the reader understand the significant factors that have affected Silvercorp
Metals Inc. and its subsidiaries’ (“Silvercorp” or the “Company”) performance and such factors that may
affect its future performance. This MD&A should be read in conjunction with the Company’s unaudited condensed consolidated interim
financial statements for the three months ended June 30, 2023 and the related notes contains therein. In addition, this MD&A should
be read in conjunction with the Company’s audited consolidated financial statements for the year ended March 31, 2023, the related
MD&A, the Annual Information Form (available on SEDAR at www.sedarplus.ca), and the annual report on Form 40-F (available on EDGAR
at www.sec.gov). The Company reports its financial position, financial performance and cash flow in accordance with International Financial
Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Silvercorp’s
significant accounting policies are set out in Note 2 of the unaudited consolidated interim financial statements for the three months
ended June 30, 2023, as well as Note 2 to the audited consolidated financial statements for the year ended March 31, 2023. This MD&A
refers to various alternative performance (non-IFRS) measures, such as adjusted earnings and adjusted earnings per share, working capital,
cash cost per ounce of silver, net of by-product credits, all-in & all-in sustaining cost per ounce of silver, net of by-product credits,
production cost per tonne, and all-in sustaining production costs per tonne. Non-IFRS measures do not have standardized meanings under
IFRS. Accordingly, non-IFRS measures should not be considered in isolation or as a substitute for measures of performance prepared in
accordance with IFRS. To facilitate a better understanding of these measures as calculated by the Company, additional information has
been provided in this MD&A. Please refer to section 11, “Alternative Performance (Non-IFRS) Measures” of this MD&A
for detailed descriptions and reconciliations. Figures may not add due to rounding.
This MD&A is prepared as of August
9, 2023 and expressed in thousands of U.S. dollars, except share, per share, unit cost, and production data, or unless otherwise stated.
1. |
Core Business and Strategy |
Silvercorp is a Canadian mining
company producing silver, gold, lead, zinc, and other metals with long history of profitability and growth potential. The Company’s
strategy is to create shareholder value by focusing on generating free cashflow from long life mines; organic growth through extensive
drilling for discovery; ongoing merger and acquisition efforts to unlock value; and long-term commitment to responsible mining and sound
Environmental, Social and Governance (“ESG”) practices. Silvercorp operates several silver-lead-zinc mines at the Ying Mining
District in Henan Province, China and the GC silver-lead-zinc mine in Guangdong Province, China. The Company’s common shares are
traded on the Toronto Stock Exchange and NYSE American under the symbol “SVM”.
2. |
First Quarter of Fiscal Year 2024 Highlights |
● |
Mined
303,220 tonnes of ore, milled 295,095 tonnes of ore, and produced approximately 1.8 million ounces of silver, 1,552 ounces of gold,
or approximately 1.9 million ounces of silver equivalent1, plus 17.8 million pounds of lead, and 6.8 million pounds of
zinc; |
● |
Sold
approximately 1.8 million ounces of silver, 1,495 ounces of gold, 17.3 million pounds of lead, and 6.9 million pounds of zinc, for
revenue of $60.0 million; |
● |
Reported
net income attributable to equity shareholders of $9.2 million, or $0.05 per share; |
● |
Realized
adjusted earnings1 attributable to equity shareholders of $12.4 million, or $0.07 per share; |
● |
Generated
cash flow from operating activities of $28.9 million; |
● |
Cash
cost per ounce of silver1, net of by-product credits, of negative $0.31; |
● |
All-in
sustaining cost per ounce of silver1, net of by-product credits, of $9.46; |
● |
Paid
$2.2 million of dividends to the Company’s shareholders; |
1 | Non-IFRS measures, please refer to section 11 for reconciliation. |
| Management’s Discussion and Analysis | Page 2 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
● |
Spent and
capitalized $1.7 million on exploration drilling, $10.8 million on underground development, and $3.5 million on equipment and facilities,
including $2.4 million on construction of the new tailings storage facility; and |
● |
Strong balance sheet with $200.6 million in cash and cash equivalents and short-term investments. The Company holds a further equity investment portfolio in associates and other companies with a total market value of $121.5 million as at June 30, 2023. |
(a) |
Consolidated operating performance |
The following table summarizes consolidated
operational information for the three months ended June 30, 2023 and 2022:
| |
Three months ended June 30, | |
Consolidated | |
2023 | | |
2022 | | |
Changes | |
Production Data | |
| | |
| | |
| |
Ore Mined (tonne) | |
| 303,220 | | |
| 300,104 | | |
| 1 | % |
Ore Milled (tonne) | |
| 295,095 | | |
| 298,176 | | |
| -1 | % |
| |
| | | |
| | | |
| | |
Average Head Grades | |
| | | |
| | | |
| | |
Silver (grams/tonne) | |
| 203 | | |
| 210 | | |
| -3 | % |
Lead (%) | |
| 3.0 | | |
| 3.1 | | |
| -5 | % |
Zinc (%) | |
| 1.3 | | |
| 1.4 | | |
| -8 | % |
| |
| | | |
| | | |
| | |
Average Recovery Rates | |
| | | |
| | | |
| | |
Silver (%) | |
| 93.7 | | |
| 94.5 | | |
| -1 | % |
Lead (%) | |
| 94.8 | | |
| 94.7 | | |
| 0 | % |
Zinc (%) | |
| 82.6 | | |
| 78.1 | | |
| 6 | % |
| |
| | | |
| | | |
| | |
Metal Production | |
| | | |
| | | |
| | |
Gold (ounces) | |
| 1,552 | | |
| 1,100 | | |
| 41 | % |
Silver (in thousands of ounces) | |
| 1,780 | | |
| 1,860 | | |
| -4 | % |
Lead (in thousands of pounds) | |
| 17,816 | | |
| 19,088 | | |
| -7 | % |
Zinc (in thousands of pounds) | |
| 6,821 | | |
| 6,926 | | |
| -2 | % |
| |
| | | |
| | | |
| | |
Cost Data* | |
| | | |
| | | |
| | |
Mining costs ($/tonne) | |
| 63.74 | | |
| 67.96 | | |
| -6 | % |
Milling costs ($/tonne) | |
| 12.56 | | |
| 12.32 | | |
| 2 | % |
Production costs ($/tonne) | |
| 78.63 | | |
| 82.99 | | |
| -5 | % |
All-in sustaining production costs ($/tonne) | |
| 134.08 | | |
| 147.29 | | |
| -9 | % |
| |
| | | |
| | | |
| | |
Cash cost per ounce of silver, net of by-product credits ($) | |
| (0.31 | ) | |
| (1.57 | ) | |
| 80 | % |
All-in sustaining cost per ounce of silver, net of by-product credits ($) | |
| 9.46 | | |
| 9.25 | | |
| 2 | % |
* | Alternative performance (Non-IFRS) measure. Please refer
to section 11 for reconciliation. |
(i) |
Mine and Mill Production |
For the three months ended June
30, 2023 (“Q1 Fiscal 2024”), the Company mined 303,220 tonnes of ore, up 1% compared to 300,104 tonnes in the three months
ended June 30, 2022 (“Q1 Fiscal 2023”). Ore milled in Q1 Fiscal 2024 was 295,095 tonnes, down 1% compared to 298,176 tonnes
in Q1 Fiscal 2023.
| Management’s Discussion and Analysis | Page 3 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
In Q1 Fiscal 2024, the Company produced
approximately 1.8 million ounces of silver, 1,552 ounces of gold, 17.8 million pounds of lead, and 6.8 million pounds of zinc, representing
an increase of 41% in gold production, and decreases of 4%, 7% and 2%, respectively, in silver, lead and zinc production over Q1 Fiscal
2023. The lower silver and lead production is primarily due to a decrease in head grades at the Ying Mining District in line with the
mining sequence and Mineral Reserves.
In Q1 Fiscal 2024, the consolidated
mining costs were $63.74 per tonne, down 6% compared to $67.96 per tonne in Q1 Fiscal 2023. The consolidated milling costs were $12.56,
up 2% compared to $12.32 per tonne in Q1 Fiscal 2023.
The consolidated production costs
and all-in sustaining production costs per tonne of ore processed in Q1 Fiscal 2024 were $78.63 and $134.08, down 5% and 9%, respectively,
compared to $82.99 and $147.29 in Q1 Fiscal 2023. The decrease in per tonne costs was mainly due to a translation impact arising from
the depreciation of the Chinese yuan against the US dollar and a decrease of $2.7 million in sustaining capital expenditures.
Costs per Ounce of Silver, Net of
By-Product Credits1
In Q1 Fiscal 2024, the consolidated
cash cost per ounce of silver, net of by-product credits, was negative $0.31, compared to negative $1.57 in the prior year quarter. The
increase was mainly due to a decrease of $4.3 million in by-product credits, offset by a decrease of $1.8 million in expensed production
costs.
The consolidated all-in sustaining
cost per ounce of silver, net of by-product credits, was $9.46 compared to $9.25 in Q1 Fiscal 2023. The increase was mainly due to the
increase in cash cost per ounce of silver offset by a decrease of $2.7 million in sustaining capital expenditures.
(iv) |
Exploration and Development |
The following table summarized the development
work and capital expenditures in Q1 Fiscal 2024.
| |
Capitalized Development and Expenditures | | |
Expensed | |
| |
Ramp Development | | |
Exploration
and Development
Tunnels | | |
Drilling | | |
Plant & equipment | | |
Total | | |
Mining Preparation Tunnels | | |
Drilling | |
| |
(Metres) | | |
($ Thousand) | | |
(Metres) | | |
($ Thousand) | | |
(Metres) | | |
($ Thousand) | | |
($ Thousand) | | |
(Metres) | | |
($ Thousand) | | |
(Metres) | | |
(Metres) | |
Q1 Fiscal 2024 | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Ying Mining District | |
| 3,053 | | |
$ | 2,262 | | |
| 19,403 | | |
$ | 7,201 | | |
| 32,839 | | |
$ | 1,151 | | |
$ | 3,430 | | |
| 22,456 | | |
$ | 14,044 | | |
| 8,443 | | |
| 25,937 | |
GC Mine | |
| - | | |
| - | | |
| 3,813 | | |
| 1,294 | | |
| 7,926 | | |
| 518 | | |
| - | | |
| 3,813 | | |
| 1,812 | | |
| 3,055 | | |
| 17,897 | |
Corporate and other | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 51 | | |
| 9 | | |
| - | | |
| 60 | | |
| - | | |
| - | |
Consolidated | |
| 3,053 | | |
$ | 2,262 | | |
| 23,216 | | |
$ | 8,495 | | |
| 40,765 | | |
$ | 1,720 | | |
$ | 3,439 | | |
| 26,269 | | |
$ | 15,916 | | |
| 11,498 | | |
| 43,834 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Q1 Fiscal 2023 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Ying Mining District | |
| 1,949 | | |
$ | 1,394 | | |
| 19,469 | | |
$ | 7,153 | | |
| 49,315 | | |
$ | 2,664 | | |
$ | 2,470 | | |
| 21,418 | | |
$ | 13,681 | | |
| 9,317 | | |
| 51,733 | |
GC Mine | |
| - | | |
| - | | |
| 3,540 | | |
| 1,157 | | |
| 4,634 | | |
| 178 | | |
| 232 | | |
| 3,540 | | |
| 1,567 | | |
| 2,365 | | |
| 15,266 | |
Corporate and other | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,982 | | |
| 287 | | |
| (7 | ) | |
| - | | |
| 280 | | |
| - | | |
| - | |
Consolidated | |
| 1,949 | | |
$ | 1,394 | | |
| 23,009 | | |
$ | 8,310 | | |
| 55,931 | | |
$ | 3,129 | | |
$ | 2,695 | | |
$ | 24,958 | | |
$ | 15,528 | | |
| 11,682 | | |
| 66,999 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Changes (%) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Ying Mining District | |
| 57 | % | |
| 62 | % | |
| 0 | % | |
| 1 | % | |
| -33 | % | |
| -57 | % | |
| 39 | % | |
| 5 | % | |
| 3 | % | |
| -9 | % | |
| -50 | % |
GC Mine | |
| 0 | % | |
| 0 | % | |
| 8 | % | |
| 12 | % | |
| 71 | % | |
| 191 | % | |
| -100 | % | |
| 8 | % | |
| 16 | % | |
| 29 | % | |
| 17 | % |
Corporate and other | |
| - | | |
| - | | |
| - | | |
| - | | |
| -100 | % | |
| -82 | % | |
| -229 | % | |
| 0 | % | |
| -79 | % | |
| - | | |
| - | |
Consolidated | |
| 57 | % | |
| 62 | % | |
| 1 | % | |
| 2 | % | |
| -27 | % | |
| -45 | % | |
| 28 | % | |
| 5 | % | |
| 2 | % | |
| -2 | % | |
| -35 | % |
Total capital expenditures in Q1 Fiscal 2024 were
$15.9 million, up 2% compared to $15.5 million in Q1 Fiscal 2023. In Q1 Fiscal 2024, on a consolidated basis, a total of 84,599 metres
or $2.7 million worth of diamond drilling were completed (Q1 Fiscal 2023 – 122,930 metres or $4.9 million), of which approximately
43,834 metres or $1.0 million worth of underground drilling were expensed as part of mining costs (Q1 Fiscal 2023 – 66,999 metres
or $1.8 million) and approximately 40,765 metres or $1.7 million worth of drilling were capitalized (Q1 Fiscal 2023 – 55,931 metres
or $3.1 million). In addition, approximately 11,498 metres or $4.0 million worth of preparation tunnelling were completed and expensed
as part of mining costs (Q1 Fiscal 2023 – 11,682 metres or $4.1 million), and approximately 26,269 metres or $10.8 million worth
of tunnels, raises, ramps and declines were completed
1 | Alternative Performance (Non-IFRS) measure. Please refer
to section 11 for reconciliation. |
| Management’s Discussion and Analysis | Page 4 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
and capitalized (Q1 Fiscal 2023 – 24,958 metres or $9.7
million).
(b) |
Individual Mine Performance |
The following table summarize the
operational information at the Ying Mining District for the three months ended June 30, 2023 and 2022. The Ying Mining District is the
Company’s primary source of production, and consists of four mining licenses, including the SGX, HPG, TLP-LME-LMW, and DCG mines.
| |
Three months ended June 30, | |
Ying Mining District | |
2023 | | |
2022 | | |
Changes | |
Production Data | |
| | |
| | |
| |
Ore Mined (tonne) | |
| 213,748 | | |
| 214,038 | | |
| 0 | % |
Ore Milled (tonne) | |
| 208,809 | | |
| 212,055 | | |
| -2 | % |
| |
| | | |
| | | |
| | |
Average Head Grades | |
| | | |
| | | |
| | |
Silver (grams/tonne) | |
| 254 | | |
| 267 | | |
| -5 | % |
Lead (%) | |
| 3.6 | | |
| 3.9 | | |
| -7 | % |
Zinc (%) | |
| 0.7 | | |
| 0.7 | | |
| -7 | % |
| |
| | | |
| | | |
| | |
Average Recovery Rates | |
| | | |
| | | |
| | |
Silver (%) | |
| 95.1 | | |
| 95.7 | | |
| -1 | % |
Lead (%) | |
| 95.5 | | |
| 95.4 | | |
| 0 | % |
Zinc (%) | |
| 69.6 | | |
| 58.1 | | |
| 20 | % |
| |
| | | |
| | | |
| | |
Metal Production | |
| | | |
| | | |
| | |
Gold (ounces) | |
| 1,552 | | |
| 1,100 | | |
| 41 | % |
Silver (in thousands of ounces) | |
| 1,597 | | |
| 1,696 | | |
| -6 | % |
Lead (in thousands of pounds) | |
| 15,382 | | |
| 16,718 | | |
| -8 | % |
Zinc (in thousands of pounds) | |
| 2,113 | | |
| 1,928 | | |
| 10 | % |
| |
| | | |
| | | |
| | |
Cost Data* | |
| | | |
| | | |
| | |
Mining costs ($/tonne) | |
| 71.17 | | |
| 78.32 | | |
| -9 | % |
Milling costs ($/tonne) | |
| 11.13 | | |
| 10.95 | | |
| 2 | % |
Production costs ($/tonne) | |
| 85.58 | | |
| 93.04 | | |
| -8 | % |
All-in sustaining production costs ($/tonne) | |
| 133.94 | | |
| 156.07 | | |
| -14 | % |
| |
| | | |
| | | |
| | |
Cash cost per ounce of silver, net of by-product credits ($) | |
| 0.26 | | |
| 0.28 | | |
| -7 | % |
All-in sustaining cost per ounce of silver, net of by-product credits ($) | |
| 7.14 | | |
| 8.60 | | |
| -17 | % |
* | Alternative performance (Non-IFRS) measure. Please refer
to section 11 for reconciliation. |
In Q1 Fiscal 2024, ore mined at
the Ying Mining District was 213,748 tonnes, effectively the same compared to 214,038 tonnes in Q1 Fiscal 2023. Ore milled was 208,809
tonnes, down 2% compared to 212,055 tonnes in Q1 Fiscal 2023.
Average head grades of ore processed
were 254 g/t for silver, 3.6% for lead, and 0.7% for zinc compared to 267 g/t for silver, 3.9% for lead, and 0.7% for zinc in Q1 Fiscal
2023. Lower silver and lead head grades were in line with the mining sequence and Mineral Reserves at the Ying Mining District.
Metals produced at the Ying Mining District were
approximately 1.6 million ounces of silver, 1,552 ounces of gold, 15.4 million pounds of lead, and 2.1 million pounds of zinc, representing
increases of 41% and 10%, respectively in gold and zinc production, and decreases of 6% and 8%, respectively, in silver and lead production,
compared
| Management’s Discussion and Analysis | Page 5 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
to 1.7 million ounces of silver, 1,100 ounces of gold, 16.7 million pounds of lead, and 1.9 million pounds of zinc in Q1 Fiscal
2023.
In Q1 Fiscal 2024, the mining costs at the
Ying Mining District were $71.17 per tonne, down 9% compared to $78.32 in Q1 Fiscal 2023, while the milling costs were $11.13 per
tonne, up 2% compared to $10.95 in Q1 Fiscal 2023.
The production costs per tonne of
ore processed were $85.58, down 8% compared to $93.04 in Q1 Fiscal 2023. The all-in sustaining cost per tonne of ore processed was $133.94,
down 14% compared to $156.07 in Q1 Fiscal 2023. The decrease was mainly due to a 6% depreciation of the Chinese yuan against the US dollar
and a decrease of $3.2 million in sustaining capital expenditures.
In Q1 Fiscal 2024, the cash costs per ounce of
silver, net of by-product credits, at the Ying Mining District were $0.26, down 7% compared to $0.28 in Q1 Fiscal 2023. The decrease
was primarily due to a decrease of $2.5 million in expensed production costs offset by a decrease of $2.4 million in by-product
credits.
The all-in sustaining costs per ounce
of silver, net of by-product credits were $7.14, down 17% compared to $8.60 in Q1 Fiscal 2023. The decrease was mainly due to the decrease
in the cash cost per ounce of silver and a decrease of $3.2 million in sustaining capital expenditures.
Capital expenditures incurred at
the Ying Mining District in Q1 Fiscal 2024 were $14.0 million, up 3% compared to $13.7 million in Q1 Fiscal 2023. Capital expenditures
incurred to construct the new tailing storage facility (“TSF”) in Q1 Fiscal 2024 were $2.4 million (Q1 Fiscal 2023 - $1.2
million). As of June 30, 2023, total expenditures incurred on the construction of the TSF and the new mill were $7.2 million, and the
construction is in line with the planned schedule and budget.
In Q1 Fiscal 2024, a total of 58,776
metres or $1.8 million worth of diamond drilling were completed (Q1 Fiscal 2023 – 101,048 metres or $4.0 million), of which approximately
25,937 metres or $0.7 million worth of underground drilling were expensed as part of mining costs (Q1 Fiscal 2023 – 51,733 metres
or $1.3 million) and approximately 32,839 metres or $1.2 million worth of drilling were capitalized (Q1 Fiscal 2023 – 49,315 metres
or $2.7 million). In addition, approximately 8,443 metres or $3.2 million worth of preparation tunnelling were completed and expensed
as part of mining costs (Q1 Fiscal 2023 – 9,317 metres or $3.4 million), and approximately 22,456 metres or $9.5 million worth of
horizontal tunnels, raises, ramps, and declines were completed and capitalized (Q1 Fiscal 2023 – 21,418 metres or $8.5 million).
| Management’s Discussion and Analysis | Page 6 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
The following table summarizes the operational
information at the GC Mine for the three months ended June 30, 2023 and 2022:
|
|
Three months ended June 30, |
|
GC Mine |
|
2023 |
|
|
2022 |
|
|
Changes |
|
Production Data |
|
|
|
|
|
|
|
|
|
Ore Mined (tonne) |
|
|
89,472 |
|
|
|
86,066 |
|
|
|
4 |
% |
Ore Milled (tonne) |
|
|
86,286 |
|
|
|
86,121 |
|
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Head Grades |
|
|
|
|
|
|
|
|
|
|
|
|
Silver (grams/tonne) |
|
|
80 |
|
|
|
71 |
|
|
|
12 |
% |
Lead (%) |
|
|
1.4 |
|
|
|
1.4 |
|
|
|
1 |
% |
Zinc (%) |
|
|
2.7 |
|
|
|
2.9 |
|
|
|
-6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Recovery Rates |
|
|
|
|
|
|
|
|
|
|
|
|
Silver (%) ** |
|
|
82.7 |
|
|
|
83.4 |
|
|
|
-1 |
% |
Lead (%) |
|
|
90.7 |
|
|
|
89.8 |
|
|
|
1 |
% |
Zinc (%) |
|
|
90.4 |
|
|
|
90.4 |
|
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Metal Production |
|
|
|
|
|
|
|
|
|
|
|
|
Silver (in thousands of ounces) |
|
|
183 |
|
|
|
164 |
|
|
|
12 |
% |
Lead (in thousands of pounds) |
|
|
2,434 |
|
|
|
2,370 |
|
|
|
3 |
% |
Zinc (in thousands of pounds) |
|
|
4,708 |
|
|
|
4,998 |
|
|
|
-6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost Data* |
|
|
|
|
|
|
|
|
|
|
|
|
Mining costs ($/tonne) |
|
|
45.99 |
|
|
|
42.21 |
|
|
|
9 |
% |
Milling costs ($/tonne) |
|
|
16.03 |
|
|
|
15.71 |
|
|
|
2 |
% |
Production costs ($/tonne) |
|
|
62.02 |
|
|
|
57.92 |
|
|
|
7 |
% |
All-in sustaining production costs ($/tonne) |
|
|
90.94 |
|
|
|
81.68 |
|
|
|
11 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash cost per ounce of silver, net of by-product credits ($) |
|
|
(5.30 |
) |
|
|
(22.42 |
) |
|
|
76 |
% |
All-in sustaining cost per ounce of silver, net of by-product credits ($) |
|
|
9.51 |
|
|
|
(7.48 |
) |
|
|
227 |
% |
* | Alternative performance (Non-IFRS) measure.
Please refer to section 11 for reconciliation. |
** | Silver recovery includes silver recovered
in lead concentrate and silver recovered in zinc concentrate. |
In Q1 Fiscal 2024, a total of 89,472
tonnes of ore were mined and 86,286 tonnes were milled at the GC Mine, up 4% and 0%, respectively, compared to 86,066 tonnes mined and
86,121 tonnes milled in Q1 Fiscal 2023. The XRT Ore Sorting System was in trial run and a total of 4,362 tonnes of waste was removed in
Q1 Fiscal 2024.
Average head grades of ore milled were
80 g/t for silver, 1.4% for lead, and 2.7% for zinc compared to 71 g/t for silver, 1.4% for lead, and 2.9% for zinc in Q1 Fiscal 2023.
Metals produced were approximately 183
thousand ounces of silver, 2.4 million pounds of lead, and 4.7 million pounds of zinc, up 12% and 3%, respectively, in silver and lead
production, and down 6% in zinc production, compared to 164 thousand ounces of silver, 2.4 million pounds of lead, and 5.0 million pounds
of zinc produced in Q1 Fiscal 2023.
The mining costs at the GC Mine were $45.99 per
tonne, up 9% compared to $42.21 per tonne in Q1 Fiscal 2023, and the milling costs were $16.03 per tonne, up 2% compared to $15.71 in
Q1 Fiscal 2023. The production cost per tonne was $62.02, up 7% compared to $57.92 in Q1 Fiscal 2023. The all-in sustaining production
cost per tonne of ore processed was $90.94, up 11%, compared to $81.68 in Q1 Fiscal 2023. The increase was primarily
| Management’s Discussion and Analysis | Page 7 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
due to i) more tunneling was completed and expensed, ii) additional costs to run the XRT Ore Sorting System, and offset by
iii) the translation impact arising from the depreciation of the Chinese yuan against the US dollar.
The cash costs per ounce of silver, net of
by-product credits, at the GC Mine, in Q1 Fiscal 2024, were negative $5.30, compared to negative $22.42 in Q1 Fiscal 2023. The
increase was mainly due to the increase in per tonne production costs as discussed above and a decrease of $1.9 million or $18.44
per ounces of silver in by product credits. The all-in sustaining costs per ounce of silver, net of by-product credits were $9.51,
compared to negative $7.48 in Q1 Fiscal 2023. The increase was mainly due to the increase in the cash costs per ounce of silver and
an increase of $0.4 million in sustaining capital expenditures.
Capital expenditures incurred
at the GC Mine in Q1 Fiscal 2024 were $1.8 million, up 16% compared to $1.6 million in Q1 Fiscal 2023. In Q1 Fiscal 2024, approximately
25,823 metres or $0.9 million worth of diamond drilling were completed (Q1 Fiscal 2023 – 19,900 metres or $0.7 million), of which
approximately 17,897 metres or $0.4 million worth of underground drilling were expensed as part of mining costs (Q1 Fiscal 2023 –
15,266 metres or $0.5 million) and approximately 7,926 metres or $0.5 million of drilling were capitalized (Q1 Fiscal 2023 – 4,634
metres or $0.2 million). In addition, approximately 3,055 metres or $0.8 million of tunnelling were completed and expensed as part of
mining costs (Q1 Fiscal 2023 – 2,365 metres or $0.6 million), and approximately 3,813 metres or $1.3 million of horizontal tunnels,
raises, and declines were completed and capitalized (Q1 Fiscal 2023 – 3,540 metres or $1.2 million).
In Q1 Fiscal 2024, the Company carried
out studies on environmental, water, and soil assessments. The Company expects that these study reports will be completed and submitted
to the relevant provincial government authorities for review in the second quarter of Fiscal 2024.
The BYP Mine was placed on care and maintenance
in August 2014 due to required capital upgrades to sustain its ongoing production and the market environment. The Company is carrying
out activities to apply for a new mining license, but the process has taken longer than expected. No guarantee can be given that the new
mining license for the BYP Mine will be issued, or if it is issued, that it will be issued under reasonable operational and/or financial
terms, or in a timely manner, or that the Company will be in a position to comply with all conditions that are imposed.
The La Yesca Project was placed on hold
and no further exploration activities are planned.
| Management’s Discussion and Analysis | Page 8 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
(c) | Annual Operating Outlook |
All references to Fiscal 2024 Guidance
in this MD&A refer to the “Fiscal 2024 Operating Outlook” section in the Company’s Fiscal 2023 Annual MD&A dated
May 24, 2023 (“Fiscal 2024 Guidance”) filed under the Company’s SEDAR profile at www.sedarplus.com.
(i) | Production and Production Costs |
The following table summarizes the Q1
Fiscal 2024 production and production costs achieved compared to the respective Fiscal 2024 Guidance:
| |
| | |
Head grades | | |
Metal production | | |
Production costs | |
| |
Ore processed
(tonnes) | | |
Gold
(g/t) | | |
Silver
(g/t) | | |
Lead
(%) | | |
Zinc
(%) | | |
Gold
(oz) | | |
Silver
(Koz) | | |
Lead
(Klbs) | | |
Zinc
(Klbs) | | |
Cash cost
($/t) | | |
AISC
($/t) | |
Q1 Fiscal 2024 Results | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Ying Mining District | |
| 208,809 | | |
| 0.1 | | |
| 254 | | |
| 3.6 | | |
| 0.7 | | |
| 1,552 | | |
| 1,597 | | |
| 15,382 | | |
| 2,113 | | |
| 85.58 | | |
| 133.94 | |
GC Mine | |
| 86,286 | | |
| - | | |
| 80 | | |
| 1.4 | | |
| 2.7 | | |
| - | | |
| 183 | | |
| 2,434 | | |
| 4,708 | | |
| 62.02 | | |
| 90.94 | |
Consolidated | |
| 295,095 | | |
| 0.1 | | |
| 203 | | |
| 3.0 | | |
| 1.3 | | |
| 1,552 | | |
| 1,780 | | |
| 17,816 | | |
| 6,821 | | |
| 78.63 | | |
| 134.08 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Fiscal 2024 Guidance | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Ying Mining District | |
| 770,000-810,000 | | |
| 0.2 | | |
| 267 | | |
| 3.9 | | |
| 0.8 | | |
| 4,400 - 5,500 | | |
| 6,180-6,500 | | |
| 62,950-65,630 | | |
| 9,120-9,520 | | |
| 90.4-92.6 | | |
| 143.8-148.8 | |
GC Mine | |
| 330,000-360,000 | | |
| - | | |
| 75 | | |
| 1.2 | | |
| 2.9 | | |
| 0-0 | | |
| 620-670 | | |
| 7,530-8,180 | | |
| 18,530-20,140 | | |
| 50.3-52.3 | | |
| 79.6-84.2 | |
Consolidated | |
| 1,100,000-1,170,000 | | |
| 0.1 | | |
| 208 | | |
| 3.1 | | |
| 1.4 | | |
| 4,400 - 5,500 | | |
| 6,800-7,170 | | |
| 70,480-73,810 | | |
| 27,650-29,660 | | |
| 78.2-80.5 | | |
| 136.4-142.4 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
% of Fiscal 2024 Guidance* | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Ying Mining District | |
| 26 | % | |
| 70 | % | |
| 95 | % | |
| 92 | % | |
| 89 | % | |
| 31 | % | |
| 25 | % | |
| 24 | % | |
| 23 | % | |
| 94 | % | |
| 92 | % |
GC Mine | |
| 25 | % | |
| 0 | % | |
| 107 | % | |
| 118 | % | |
| 96 | % | |
| 0 | % | |
| 28 | % | |
| 31 | % | |
| 24 | % | |
| 121 | % | |
| 111 | % |
Consolidated | |
| 26 | % | |
| 72 | % | |
| 98 | % | |
| 96 | % | |
| 91 | % | |
| 31 | % | |
| 25 | % | |
| 25 | % | |
| 24 | % | |
| 99 | % | |
| 96 | % |
* | Percentage caculated based on mid-point of
the related Fiscal 2024 Guidance |
(ii) | Development and Capital Expenditures |
The following table summarizes the Q1
Fiscal 2024 development work and capitalized expenditures compared to the respective Fiscal 2024 Guidance.
| |
Capitalized Development and Expenditures | | |
Expensed | |
| |
Ramp Development | | |
Exploration and
Development
Tunnels | | |
Drilling | | |
Equipment &
Mill and TSF | | |
Mining
Preparation
Tunnels | | |
Drilling | |
| |
(Metres) | | |
($ Thousand) | | |
(Metres) | | |
($ Thousand) | | |
(Metres) | | |
($ Thousand) | | |
($ Thousand) | | |
($ Thousand) | | |
(Metres) | | |
(Metres) | |
Fiscal 2024 Q1 Actual Results | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Ying Mining District | |
| 3,053 | | |
$ | 2,262 | | |
| 19,403 | | |
$ | 7,201 | | |
| 32,839 | | |
$ | 1,151 | | |
| 3,430 | | |
$ | 14,044 | | |
| 8,443 | | |
| 25,937 | |
GC Mine | |
| - | | |
| - | | |
| 3,813 | | |
| 1,294 | | |
| 7,926 | | |
| 518 | | |
| - | | |
| 1,812 | | |
| 3,055 | | |
| 17,897 | |
Corporate and other | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 51 | | |
| 9 | | |
| 60 | | |
| - | | |
| - | |
Consolidated | |
| 3,053 | | |
$ | 2,262 | | |
| 23,216 | | |
$ | 8,495 | | |
| 40,765 | | |
$ | 1,720 | | |
$ | 3,439 | | |
$ | 15,916 | | |
| 11,498 | | |
| 43,834 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Fiscal 2024 Guidance | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Ying Mining District | |
| 8,800 | | |
| 6,300 | | |
| 57,200 | | |
| 23,900 | | |
| 146,400 | | |
| 4,200 | | |
| 21,800 | | |
| 56,200 | | |
| 25,800 | | |
| 71,400 | |
GC Mine | |
| - | | |
| - | | |
| 14,700 | | |
| 6,400 | | |
| 30,200 | | |
| 800 | | |
| 700 | | |
| 7,900 | | |
| 5,300 | | |
| 24,800 | |
Corporate and other | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 600 | | |
| 600 | | |
| - | | |
| - | |
Consolidated | |
| 8,800 | | |
$ | 6,300 | | |
| 71,900 | | |
$ | 30,300 | | |
| 176,600 | | |
$ | 5,000 | | |
$ | 23,100 | | |
$ | 64,700 | | |
| 31,100 | | |
| 96,200 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Percentage of Fiscal 2024 Guidance | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Ying Mining District | |
| 35 | % | |
| 36 | % | |
| 34 | % | |
| 30 | % | |
| 22 | % | |
| 27 | % | |
| 16 | % | |
| 25 | % | |
| 33 | % | |
| 36 | % |
GC Mine | |
| - | | |
| - | | |
| 26 | % | |
| 20 | % | |
| 26 | % | |
| 65 | % | |
| 0 | % | |
| 23 | % | |
| 58 | % | |
| 72 | % |
Corporate and other | |
| - | | |
| - | | |
| - | | |
| - | | |
| 0 | % | |
| 0 | % | |
| 2 | % | |
| 10 | % | |
| - | | |
| - | |
Consolidated | |
| 35 | % | |
| 36 | % | |
| 32 | % | |
| 28 | % | |
| 23 | % | |
| 34 | % | |
| 15 | % | |
| 25 | % | |
| 37 | % | |
| 46 | % |
* | Capitalized drilling includes surface diamond drilling and
some underground drilling which was believed to be for the purpose of defining additional mineral reserves. |
(d) | Update on the Proposed Transactions with Celsius |
On May 15, 2023, the Company announced
that it has signed a non-binding term sheet (the “Term Sheet”) with Celsius Resources Limited (“Celsius”), a company
publicly listed on the Australian Securities Exchange (“ASX”) and the London Stock Exchange Alternative Investment Market
(“AIM”) under the symbol “CLA”, regarding a proposed transaction (the “Proposed Transaction”) pursuant
to which the Company will acquire all of the issued and outstanding shares of Celsius. Celsius owns the advanced-stage Maalinao-Caigutan-Biyog
copper-gold project (“MCB Project”) in the Philippines, which is located in the Cordillera Administrative Region of the Philippines,
approximately 320 km north of Manila. The major terms of the Proposed Transaction are:
| Management’s Discussion and Analysis | Page 9 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
● | The
Company has offered to acquire all of the outstanding shares of Celsius from the shareholders of Celsius, at a fixed price of AUD$0.030
per share, in exchange for consideration comprising 90% the Company’s shares and 10% in cash. The Company’s share price will
be determined based on the volume weighted average trading price (“VWAP”) on the NYSE for the 20 business days ending on
the scheme record date. |
● | The
consideration of AUD$0.030 per share represents a 76% premium to the 20-day VWAP of Celsius as of the close of trading on the ASX on
May 11, 2023. The total consideration is approximately AUD$56 million. |
● | Celsius
and the Company have also executed a private placement subscription agreement at AUD$0.015 per Celsius share for a total of AUD$5 million.
This will provide interim funding for further development of Celsius’ MCB Project. The private placement was closed on May 16,
2023. Upon closing of the private placement, the Company owns 15.1% of the outstanding shares of Celsius. |
● | In
addition to the consideration, Celsius shareholders will receive shares in a new exploration company (“Spinco”) which will
hold all of Celsius’ rights and interests with respect to the Sagay (Philippines) and Opuwo (Namibia) projects. The Spinco shares
will be distributed on 10 Celsius shares for 1 Spinco share basis. Spinco will seek a listing on the ASX or AIM via a demerger and concurrent
initial public offering. Silvercorp has agreed to invest AUD$4 million in Spinco, valued at a post-financed market capitalization of
AUD$30 million. |
● | The
Proposed Transaction will be implemented by way of a Scheme of Arrangement (“Arrangement”) or other appropriate form of transaction
under Australian laws, under a definitive agreement (“Definitive Agreement”) to be negotiated and entered into by the Company
and Celsius. The final structure of the Proposed Transaction will be governed by the terms of the Definitive Agreement. The Term Sheet
does not create a binding agreement with Celsius for the Proposed Transaction, and there is no assurance that Silvercorp and Celsius
will reach agreement on the terms of the Definitive Agreement as set out in the Term Sheet, or at all. If the Proposed Transaction is
not completed, the Company will have the right to maintain its percentage interest in Celsius pursuant to the placement agreement. In
addition to entering into the Definitive Agreement, completion of the Proposed Transaction is subject to, among other conditions, satisfactory
completion of due diligence, voting support of key Celsius shareholders, Celsius shareholder approval, and regulatory approvals. |
The exclusivity period entered into
between the Company and Celsius expired effectively July 31, 2023, and the Company and Celsius have not agreed on the terms of a Definitive
Agreement in line with those contained in the Term Sheet and currently no negotiation is on going.
4. | Investment
in Associates |
(a) | New
Pacific Metals Corp. (“NUAG”) |
New Pacific Metals Corp. (“NUAG”)
is a Canadian public company listed on the Toronto Stock Exchange (symbol: NUAG) and NYSE American (symbol: NEWP). NUAG is a related party
of the Company by way of two common directors and two common officers, and the Company accounts for its investment in NUAG using the equity
method as it is able to exercise significant influence over the financial and operating policies of NUAG.
As at June 30, 2023, the Company owned 44,351,616
common shares of NUAG (March 31, 2023 – 44,351,616), representing an ownership interest of 28.1% (March 31, 2023 – 28.2%).
| Management’s Discussion and Analysis | Page 10 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
The summary of the investment in NUAG common shares and its
market value as at the respective balance sheet dates are as follows:
| |
| | |
| | |
Value of NUAG’s | |
| |
| | |
| | |
common shares per | |
| |
Number of shares | | |
Amount | | |
quoted market price | |
Balance, April 1, 2022 | |
| 44,042,216 | | |
$ | 49,437 | | |
$ | 140,275 | |
Purchase from open market | |
| 309,400 | | |
| 874 | | |
| | |
Share of net loss | |
| | | |
| (2,411 | ) | |
| | |
Share of other comprehensive loss | |
| | | |
| (894 | ) | |
| | |
Foreign exchange impact | |
| | | |
| (3,753 | ) | |
| | |
Balance, March 31, 2023 | |
| 44,351,616 | | |
$ | 43,253 | | |
$ | 119,621 | |
Share of net loss | |
| | | |
| (524 | ) | |
| | |
Share of other comprehensive loss | |
| | | |
| 71 | | |
| | |
Foreign exchange impact | |
| | | |
| 952 | | |
| | |
Balance, June 30, 2023 | |
| 44,351,616 | | |
$ | 43,752 | | |
$ | 96,140 | |
(b) | Investment
in Tincorp Metals Inc. (“TIN”) |
Tincorp Metals Inc. (“TIN”),
formerly Whitehorse Gold Corp., is a Canadian public company listed on the TSX Venture Exchange (symbol: TIN). TIN is a related party
of the Company by way of one common director and one common officer, and the Company accounts for its investment in TIN using the equity
method as it is able to exercise significant influence over the financial and operating policies of TIN.
On December 15, 2022, the Company
participated in a non-brokered private placement of TIN and purchased 4,000,000 units at a cost of $1.2 million. Each unit was comprised
of one TIN common share and one-half common share purchase warrant at exercise price of CAD$0.65 per share. The common share purchase
warrant expires on December 15, 2024.
As at June 30, 2023, the Company owned
19,514,285 common shares of TIN (March 31, 2023 – 19,514,285), representing an ownership interest of 29.3% (March 31, 2023
– 29.3%).
The table below summarize the investment
in TIN common shares and its market value as at the respective reporting dates. The market value deficiency is considered to be short
term and is not identified as an impairment indicator.
| |
Number of
shares | | |
Amount | | |
Value of
TIN’s
common
shares per
quoted
market price | |
Balance, April 1, 2022 | |
| 15,514,285 | | |
$ | 7,404 | | |
$ | 6,208 | |
Participation in private placement | |
| 4,000,000 | | |
| 1,181 | | |
| | |
Dilution loss | |
| | | |
| (107 | ) | |
| | |
Share of net loss | |
| | | |
| (490 | ) | |
| | |
Share of other comprehensive income | |
| | | |
| 8 | | |
| | |
Foreign exchange impact | |
| | | |
| (554 | ) | |
| | |
Balance, March 31, 2023 | |
| 19,514,285 | | |
$ | 7,442 | | |
$ | 6,777 | |
Share of net loss | |
| | | |
| (116 | ) | |
| | |
Share of other comprehensive income | |
| | | |
| (16 | ) | |
| | |
Foreign exchange impact | |
| | | |
| 163 | | |
| | |
Balance, June 30, 2023 | |
| 19,514,285 | | |
$ | 7,473 | | |
$ | 4,864 | |
| Management’s Discussion and Analysis | Page 11 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
5. | Overview
of Financial Results |
(a) | Selected
Annual and Quarterly Information |
The following tables set out selected
quarterly results for the past nine quarters as well as selected annual results for the past two years. The dominant factors affecting
results presented below are the volatility of the realized selling metal prices and the timing of sales. The results for the quarters
ended March 31 are normally affected by the extended Chinese New Year holiday.
Fiscal 2024 | |
Quarter Ended | | |
Quarter ended | |
(In thousands of USD, other than per share amounts) | |
Jun 30, 2023 | | |
Jun 30, 2023 | |
Revenue | |
$ | 60,006 | | |
$ | 60,006 | |
Cost of mine operations | |
| 36,705 | | |
| 36,705 | |
Income from mine operations | |
| 23,301 | | |
| 23,301 | |
Corporate general and administrative expenses | |
| 3,650 | | |
| 3,650 | |
Foreign exchange loss | |
| 2,227 | | |
| 2,227 | |
Share of loss in associates | |
| 640 | | |
| 640 | |
Gain on investments | |
| (1,086 | ) | |
| (1,086 | ) |
Other items | |
| (130 | ) | |
| (130 | ) |
Income from operations | |
| 18,000 | | |
| 18,000 | |
Finance items | |
| (1,434 | ) | |
| (1,434 | ) |
Income tax expenses | |
| 6,221 | | |
| 6,221 | |
Net income | |
| 13,213 | | |
| 13,213 | |
Net income (loss) attributable to equity holders of the Company | |
| 9,217 | | |
| 9,217 | |
Basic earnings (loss) per share | |
| 0.05 | | |
| 0.05 | |
Diluted earnings (loss) per share | |
| 0.05 | | |
| 0.05 | |
Cash dividend declared | |
| 2,214 | | |
| 2,214 | |
Cash dividend declared per share | |
| 0.0125 | | |
| 0.013 | |
Other financial information | |
| | | |
| | |
Total assets | |
| | | |
| 665,019 | |
Total liabilities | |
| | | |
| 98,542 | |
Total attributable shareholders’ equity | |
| | | |
| 482,927 | |
Fiscal 2023 | |
Quarter Ended | | |
Year Ended | |
(In thousands of USD, other than per share amounts) | |
Jun 30, 2022 | | |
Sep 30, 2022 | | |
Dec 31, 2022 | | |
Mar 31, 2023 | | |
Mar 31, 2023 | |
Revenue | |
$ | 63,592 | | |
$ | 51,739 | | |
$ | 58,651 | | |
$ | 34,147 | | |
$ | 208,129 | |
Cost of mine operations | |
| 38,690 | | |
| 37,378 | | |
| 36,907 | | |
| 24,371 | | |
| 137,346 | |
Income from mine operations | |
| 24,902 | | |
| 14,361 | | |
| 21,744 | | |
| 9,776 | | |
| 70,783 | |
Corporate general and administrative expenses | |
| 3,557 | | |
| 3,476 | | |
| 3,171 | | |
| 3,045 | | |
| 13,249 | |
Foreign exchange loss (gain) | |
| (1,656 | ) | |
| (4,340 | ) | |
| 850 | | |
| 304 | | |
| (4,842 | ) |
Share of loss in associates | |
| 728 | | |
| 771 | | |
| 677 | | |
| 725 | | |
| 2,901 | |
Dilution gain on investment in associate | |
| | | |
| | | |
| | | |
| 107 | | |
| 107 | |
Loss (gain) on equity investments | |
| 2,671 | | |
| 1,596 | | |
| (3,010 | ) | |
| 1,061 | | |
| 2,318 | |
Impairment charges against mineral rights and properties | |
| - | | |
| 20,211 | | |
| - | | |
| - | | |
| 20,211 | |
Other items | |
| 231 | | |
| 61 | | |
| 2,791 | | |
| 9 | | |
| 3,092 | |
Income from operations | |
| 19,371 | | |
| (7,414 | ) | |
| 17,265 | | |
| 4,525 | | |
| 33,747 | |
Finance items | |
| (800 | ) | |
| (1,023 | ) | |
| 69 | | |
| 358 | | |
| (1,396 | ) |
Income tax expenses | |
| 6,087 | | |
| 3,811 | | |
| 2,259 | | |
| 1,886 | | |
| 14,043 | |
Net income | |
| 14,084 | | |
| (10,202 | ) | |
| 14,937 | | |
| 2,281 | | |
| 21,100 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net income (loss) attributable to equity holders of the Company | |
| 10,169 | | |
| (1,712 | ) | |
| 11,916 | | |
| 235 | | |
| 20,608 | |
Basic earnings (loss) per share | |
| 0.06 | | |
| (0.01 | ) | |
| 0.07 | | |
| 0.00 | | |
| 0.12 | |
Diluted earnings (loss) per share | |
| 0.06 | | |
| (0.01 | ) | |
| 0.07 | | |
| 0.00 | | |
| 0.12 | |
Cash dividend declared | |
| 2,216 | | |
| - | | |
| 2,209 | | |
| - | | |
| 4,425 | |
Cash dividend declared per share | |
| 0.0125 | | |
| - | | |
| 0.0125 | | |
| - | | |
| 0.025 | |
Other financial information | |
| | | |
| | | |
| | | |
| | | |
| | |
Total assets | |
| | | |
| | | |
| | | |
| | | |
| 676,799 | |
Total liabilities | |
| | | |
| | | |
| | | |
| | | |
| 96,968 | |
Total attributable shareholders’ equity | |
| | | |
| | | |
| | | |
| | | |
| 489,053 | |
| Management’s Discussion and Analysis | Page 12 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
Fiscal 2022 | |
Quarter Ended | | |
Year Ended | |
(In thousands of USD, other than per share amounts) | |
Jun 30, 2021 | | |
Sep 30, 2021 | | |
Dec 31, 2021 | | |
Mar 31, 2022 | | |
Mar 31, 2022 | |
Revenue | |
$ | 58,819 | | |
$ | 58,435 | | |
$ | 59,079 | | |
$ | 41,590 | | |
$ | 217,923 | |
Cost of mine operations | |
| 33,315 | | |
| 34,823 | | |
| 37,603 | | |
| 27,881 | | |
| 133,622 | |
Income from mine operations | |
| 25,504 | | |
| 23,612 | | |
| 21,476 | | |
| 13,709 | | |
| 84,301 | |
Corporate general and administrative expenses | |
| 3,838 | | |
| 3,749 | | |
| 3,310 | | |
| 3,284 | | |
| 14,181 | |
Foreign exchange loss (gain) | |
| 450 | | |
| (2,063 | ) | |
| (1,813 | ) | |
| 3,159 | | |
| (267 | ) |
Share of loss in associates | |
| 396 | | |
| 469 | | |
| 403 | | |
| 920 | | |
| 2,188 | |
Loss (gain) on equity investments | |
| 722 | | |
| 3,365 | | |
| (1,101 | ) | |
| 499 | | |
| 3,485 | |
Other items | |
| 314 | | |
| 460 | | |
| 1,481 | | |
| (106 | ) | |
| 2,149 | |
Income from operations | |
| 19,784 | | |
| 17,632 | | |
| 19,196 | | |
| 5,953 | | |
| 62,565 | |
Finance items | |
| (1,265 | ) | |
| (481 | ) | |
| 8,171 | | |
| (932 | ) | |
| 5,493 | |
Income tax expenses (recovery) | |
| 4,817 | | |
| 5,355 | | |
| 3,093 | | |
| 523 | | |
| 13,788 | |
Net income | |
| 16,232 | | |
| 12,758 | | |
| 7,932 | | |
| 6,362 | | |
| 43,284 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net income attributable to equity holders of the
Company | |
| 12,212 | | |
| 9,393 | | |
| 5,063 | | |
| 3,966 | | |
| 30,634 | |
Basic earnings per share | |
| 0.07 | | |
| 0.05 | | |
| 0.03 | | |
| 0.02 | | |
| 0.17 | |
Diluted earnings per share | |
| 0.07 | | |
| 0.05 | | |
| 0.03 | | |
| 0.05 | | |
| 0.20 | |
Cash dividend declared | |
| 2,202 | | |
| - | | |
| 2,211 | | |
| - | | |
| 4,413 | |
Cash dividend declared per share | |
| 0.0125 | | |
| - | | |
| 0.0125 | | |
| - | | |
| 0.025 | |
Other financial information | |
| | | |
| | | |
| | | |
| | | |
| | |
Total assets | |
| | | |
| | | |
| | | |
| | | |
| 723,538 | |
Total liabilities | |
| | | |
| | | |
| | | |
| | | |
| 103,424 | |
Total attributable shareholders’ equity | |
| | | |
| | | |
| | | |
| | | |
| 512,396 | |
(b) | Overview of Q1 Fiscal 2024 Financial Results |
Net income attributable to equity
shareholders of the Company in Q1 Fiscal 2024 was $9.2 million or $0.05 per share, compared to $10.2 million or $0.06 per share in
Q1 Fiscal 2023.
In Q1 Fiscal 2024, the
Company’s consolidated financial results were mainly impacted by i) an increase of 36% in gold sold; ii) increases of 6% and
8%, respectively, in the realized selling prices for gold and silver; iii) a gain of $1.1 million on investments; iv) a decrease of
5% in per tonne production costs; offset by v) decreases of 5% and 9%, respectively, in silver and lead sold; vi) decreases of 6%
and 33%, respectively, in the realized selling prices for lead and zinc; and vi) a foreign exchange loss of $2.2 million arising
from the depreciation of the US dollar against the Canadian dollar.
Revenue in Q1 Fiscal 2024
was $60.0 million, down 6% compared to $63.6 million in Q1 Fiscal 2023. The decrease is mainly due to i) a decrease of $3.4 million arising
from less silver and lead sold; ii) a decrease of $3.9 million arising from the decrease in the net realized selling prices for lead and
zinc, offset by iii) an increase of $0.7 million arising from more gold sold; and iv) an increase of $2.6 million arising from the increase
in the net realized selling price for silver.
| Management’s Discussion and Analysis | Page 13 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
The following table summarizes the metals sold, net realized
selling price and revenue achieved for each metal.
| |
Three months ended June 30, 2023 | | |
Three months ended June 30, 2022 | |
| |
Ying Mining
| | |
| | |
| | |
Ying Mining | | |
| | |
| |
| |
District | | |
GC | | |
Consolidated | | |
District | | |
GC | | |
Consolidated | |
Metal Sales | |
| | |
| | |
| | |
| | |
| | |
| |
Gold (ounces) | |
| 1,495 | | |
| - | | |
| 1,495 | | |
| 1,100 | | |
| - | | |
| 1,100 | |
Silver (in thousands of ounces) | |
| 1,631 | | |
| 184 | | |
| 1,815 | | |
| 1,759 | | |
| 156 | | |
| 1,915 | |
Lead (in thousands of pounds) | |
| 15,002 | | |
| 2,328 | | |
| 17,330 | | |
| 16,760 | | |
| 2,365 | | |
| 19,125 | |
Zinc (in thousands of pounds) | |
| 2,132 | | |
| 4,788 | | |
| 6,920 | | |
| 2,035 | | |
| 4,893 | | |
| 6,928 | |
Revenue | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Gold (in thousands of $) | |
| 2,515 | | |
| - | | |
| 2,515 | | |
| 1,753 | | |
| - | | |
| 1,753 | |
Silver (in thousands of $) | |
| 32,361 | | |
| 2,791 | | |
| 35,152 | | |
| 32,326 | | |
| 2,123 | | |
| 34,449 | |
Lead (in thousands of $) | |
| 12,646 | | |
| 1,949 | | |
| 14,595 | | |
| 15,035 | | |
| 2,080 | | |
| 17,115 | |
Zinc (in thousands of $) | |
| 1,791 | | |
| 3,868 | | |
| 5,659 | | |
| 2,539 | | |
| 5,963 | | |
| 8,502 | |
Other (in thousands of $) | |
| 1,263 | | |
| 822 | | |
| 2,085 | | |
| 1,309 | | |
| 464 | | |
| 1,773 | |
| |
| 50,576 | | |
| 9,430 | | |
| 60,006 | | |
| 52,962 | | |
| 10,630 | | |
| 63,592 | |
Average Selling Price, Net of Value Added Tax and Smelter Charges | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Gold ($ per ounce) | |
| 1,682 | | |
| - | | |
| 1,682 | | |
| 1,594 | | |
| - | | |
| 1,594 | |
Silver ($ per ounce) | |
| 19.84 | | |
| 15.17 | | |
| 19.37 | | |
| 18.38 | | |
| 13.61 | | |
| 17.99 | |
Lead ($ per pound) | |
| 0.84 | | |
| 0.84 | | |
| 0.84 | | |
| 0.90 | | |
| 0.88 | | |
| 0.90 | |
Zinc ($ per pound) | |
| 0.84 | | |
| 0.81 | | |
| 0.82 | | |
| 1.25 | | |
| 1.22 | | |
| 1.23 | |
Fluctuation in sales revenue is mainly
dependent on metal sales and realized metal prices. The net realized selling price is calculated using the Shanghai Metal Exchange (“SME”)
price, less smelter charges, recovery, and value added tax (“VAT”). The metal prices quoted on SME, excluding gold, include
VAT. Smelter charges are negotiated monthly. Silver recovered from zinc concentrate is subject to higher smelter charges, resulting in
lower net realized selling price for silver at the GC Mine. The following table is a comparison among the Company’s net realized
selling prices, prices quoted on SME, and prices quoted on London Metal Exchange (“LME”):
| |
Silver (in US$/ounce) | | |
Gold (in US$/ounce) | | |
Lead (in US$/pound) | | |
Zinc (in US$/pound) | |
| |
Q1 F2024 | | |
Q1 F2023 | | |
Q1 F2024 | | |
Q1 F2023 | | |
Q1 F2024 | | |
Q1 F2023 | | |
Q1 F2024 | | |
Q1 F2023 | |
Net realized selling prices | |
$ | 19.37 | | |
$ | 17.99 | | |
$ | 1,682 | | |
$ | 1,594 | | |
$ | 0.84 | | |
$ | 0.90 | | |
$ | 0.82 | | |
$ | 1.23 | |
SME | |
$ | 24.42 | | |
$ | 22.54 | | |
$ | 1,983 | | |
$ | 1,874 | | |
$ | 0.98 | | |
$ | 1.04 | | |
$ | 1.35 | | |
$ | 1.81 | |
LME | |
$ | 24.15 | | |
$ | 22.60 | | |
$ | 1,975 | | |
$ | 1,871 | | |
$ | 0.95 | | |
$ | 1.00 | | |
$ | 1.15 | | |
$ | 1.76 | |
Cost of mine operations in Q1 Fiscal 2024 was $36.7
million, down 5% compared to $38.7 million in Q1 Fiscal 2023. Items included in cost of mine operations are as follows:
| |
Q1 Fiscal 2024 | | |
Q1 Fiscal 2023 | | |
Change | |
Production costs | |
$ | 24,298 | | |
$ | 26,144 | | |
| -7 | % |
Depreciation and amortization | |
| 7,663 | | |
| 7,558 | | |
| 1 | % |
Mineral resource taxes | |
| 1,366 | | |
| 1,540 | | |
| -11 | % |
Government fees and other taxes | |
| 657 | | |
| 784 | | |
| -16 | % |
General and administrative | |
| 2,721 | | |
| 2,664 | | |
| 2 | % |
| |
$ | 36,705 | | |
| 38,690 | | |
| -5 | % |
Production costs expensed in Q1 Fiscal
2024 were $24.3 million, down 7% compared to $26.1 million in Q1 Fiscal 2023. The decrease was mainly due to the decrease in per tonne
production costs and less metal sold. The production costs expensed represent approximately 309,000 tonnes of ore processed and expensed
at $78.63 per tonne, compared to approximately 315,000 tonnes of ore processed and expensed at $82.99 per tonne in Q1 Fiscal 2023.
The decreases in the mineral resource
taxes and government fees and other taxes were mainly due to lower revenue achieved in Q1 Fiscal 2024. Government fees and other taxes
are comprised of environmental protection fees, surtaxes on VAT, land usage levies, stamp duties and other miscellaneous levies, duties
and taxes imposed by the state and local Chinese governments.
| Management’s Discussion and Analysis | Page 14 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
General and administrative expenses for
the mine operations in Q1 Fiscal 2024 were $2.72 million, up 2% compared to $2.66 million in Q1 Fiscal 2023. The increase was mainly due
to pay rate adjustment to help employees overcome rising costs of living. Items included in general and administrative expenses for the
mine operations are as follows:
| |
Q1 Fiscal 2024 | | |
Q1 Fiscal 2023 | | |
Change | |
Amortization and depreciation | |
$ | 277 | | |
$ | 317 | | |
| -13 | % |
Office and administrative expenses | |
| 708 | | |
| 619 | | |
| 14 | % |
Professional Fees | |
| 103 | | |
| 122 | | |
| -16 | % |
Salaries and benefits | |
| 1,633 | | |
| 1,606 | | |
| 2 | % |
| |
$ | 2,721 | | |
$ | 2,664 | | |
| 2 | % |
Income from mine operations in
Q1 Fiscal 2024 was $23.3 million, down 6% compared to $24.9 million in Q1 Fiscal 2023. Income from mine operations at the Ying Mining
District was $21.7 million, up 1% compared to $21.4 million in Q1 Fiscal 2023. Income from mine operations at the GC Mine was $1.7 million,
down 53% compared to $3.6 million in Q1 Fiscal 2023.
Corporate general and administrative
expenses in Q1 Fiscal 2024 were $3.7 million, up 3% compared to $3.6 million in Q1 Fiscal 2023. The increase was mainly due to the
increase in share-based compensation and expenses related to corporate travel and investor relation activities. Items included in corporate
general and administrative expenses are as follows:
| |
Q1 Fiscal 2024 | | |
Q1 Fiscal 2023 | | |
Change | |
Amortization and depreciation | |
$ | 148 | | |
$ | 149 | | |
| -1 | % |
Office and administrative expenses | |
| 541 | | |
| 355 | | |
| 52 | % |
Professional Fees | |
| 175 | | |
| 308 | | |
| -43 | % |
Salaries and benefits | |
| 1,415 | | |
| 1,573 | | |
| -10 | % |
Share-based compensation | |
| 1,371 | | |
| 1,172 | | |
| 17 | % |
| |
$ | 3,650 | | |
$ | 3,557 | | |
| 3 | % |
Property evaluation and business development
expenses in Q1 Fiscal 2024 was $0.1 million, compared to $0.1 million in Q1 Fiscal 2023.
Foreign exchange loss in Q1 Fiscal
2024 was $2.2 million compared to a gain of $1.7 million in Q1 Fiscal 2023. The foreign exchange gain or loss is mainly driven by the
exchange rate between the US dollar and the Canadian dollar.
Gain on investments in Q1 Fiscal
2024 was $1.1 million, compared to a loss of $2.7 million in Q1 Fiscal 2023. The gain or loss was mainly due to the changes in value of
mark-to-market equity investments.
Share of loss in associates in
Q1 Fiscal 2024 was $0.6 million, compared to $0.7 million in Q1 Fiscal 2023. Share of loss in associates represents the Company’s
equity pickup in NUAG and TIN.
Finance income in Q1 Fiscal 2024
was $1.5 million compared to $1.3 million in Q1 Fiscal 2023. The Company invests in short-term investments which include term deposits,
money market instruments, and bonds.
Finance costs in Q1 Fiscal 2024
was $0.1 million compared to $0.5 million in Q1 Fiscal 2023. The finance costs primarily comprised of the following:
| |
Q1 Fiscal 2024 | | |
Q1 Fiscal 2023 | |
Interest on lease obligation | |
$ | 7 | | |
$ | 14 | |
Unwinding of discount of environmental rehabilitation provision | |
| 53 | | |
| 63 | |
Impairment charges against debt investment | |
| - | | |
| 445 | |
| |
$ | 60 | | |
$ | 522 | |
Income tax expenses in Q1 Fiscal 2024 were $6.2 million, up 2%
compared to $6.1 million in Q1 Fiscal 2023. The
| Management’s Discussion and Analysis | Page 15 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
income tax expense recorded in Q1 Fiscal 2024 included a
current income tax expense of $4.9 million (Q1 Fiscal 2023 - $4.0 million) and a deferred income tax expense of $1.3 million (Q1
Fiscal 2023 - $2.1 million). The current income tax expenses in Q1 Fiscal 2024 included withholding tax expenses of $2.5 million (Q1
Fiscal 2023- $1.3 million), which was paid at a rate of 10% on dividends distributed out of China.
6. | Liquidity, Capital Resources, and Contractual Obligations |
Liquidity
The following tables summarize the Company’s cash
and cash equivalents, short-term investments, and working capital position as well as the cash flow activities during the period.
As at | |
June 30,
2023 | | |
March 31,
2023 | | |
Changes | |
Cash and cash equivalents | |
$ | 143,278 | | |
$ | 145,692 | | |
$ | (2,414 | ) |
Short-term investments | |
| 57,322 | | |
| 57,631 | | |
| (309 | ) |
| |
$ | 200,600 | | |
$ | 203,323 | | |
$ | (2,723 | ) |
| |
| | | |
| | | |
| | |
Working capital | |
$ | 169,531 | | |
$ | 177,808 | | |
$ | (8,277 | ) |
| |
Three months ended June 30, | |
| |
2023 | | |
2022 | | |
Changes | |
Cash flow | |
| | |
| | |
| |
Cash provided by operating activities | |
$ | 28,881 | | |
$ | 40,176 | | |
$ | (11,295 | ) |
Cash provided by (used in) investing activities | |
| (21,116 | ) | |
| 9,055 | | |
| (30,171 | ) |
Cash provided by (used in) financing activities | |
| (9,526 | ) | |
| (6,892 | ) | |
| (2,634 | ) |
Increase (decrease) in cash and cash equivalents | |
| (1,761 | ) | |
| 42,339 | | |
| (44,100 | ) |
Effect of exchange rate changes on cash and cash equivalents | |
| (653 | ) | |
| (5,380 | ) | |
| 4,727 | |
Cash and cash equivalents, beginning of the period | |
| 145,692 | | |
| 113,302 | | |
| 32,390 | |
Cash and cash equivalents, end of the period | |
$ | 143,278 | | |
$ | 150,261 | | |
$ | (6,983 | ) |
Cash, cash equivalents and short-term
investments as at June 30, 2023 were $200.6 million, down 1% compared to $203.3 million as at March 31, 2023. The decrease was mainly
due to a negative translation impact on cash and cash equivalents arising from the depreciation of the Chinese yuan against the US dollar.
Working capital as at June 30,
2023 was $169.5 million, down 5% compared to $177.8 million as at March 31, 2023.
Cash flow provided by operating
activities in Q1 Fiscal 2024 was $28.9 million, down 28% or $11.3 million, compared to $40.2 million in Q1 Fiscal 2023. The decrease
was due to:
| ● | $23.9 million cash flow from operating activities before changes in non-cash operating working capital, down 23% or $7.3 million,
compared to $31.3 million in Q1 Fiscal 2023; and |
| ● | $5.0 million cash flow from changes in non-cash working capital, compared to $8.9 million in Q1 Fiscal 2023. |
Cash flow used in investing activities in Q1 Fiscal
2024 was $21.1 million compared to $9.1 million cash generated from investing activities in Q1 Fiscal 2023, and comprised mostly of:
| ● | $3.2 million spent to acquire plant and equipment (Q1 Fiscal 2023 - $2.2 million); |
| ● | $11.9 million spent on mineral exploration and development expenditures (Q1 Fiscal 2023 - $15.9 million); |
| ● | $3.6 million spent on the acquisition of other investments (Q1 Fiscal 2023 - $1.8 million). |
| ● | $nil spent on investment in associate (Q1 Fiscal 2023 - $0.6 million); and, |
| ● | $2.6 million spent on the net purchase of short-term investments (Q1 Fiscal 2023 - $28.9 million proceeds from the net redemption
of short-term investments); offset by |
| ● | $0.1 million proceeds from disposal of other investments (Q1 Fiscal 2023 - $0.5 million). |
| Management’s Discussion and Analysis | Page 16 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
Cash flow used in financing activities in Q1 Fiscal
2024 was $9.5 million, compared to $6.9 million in Q1 Fiscal 2023, and comprised mostly of:
| ● | $0.1 million lease payment (Q1 Fiscal 2023 - $0.2 million); |
| ● | $2.2 million cash dividends paid to equity holders of the Company (Q1 Fiscal 2023 - $2.2 million); |
| ● | $7.2 million in distributions to non-controlling shareholders (Q1 Fiscal 2023 - $3.6 million); and |
| ● | $nil million spent to repurchase common shares of the Company under Normal Course Issuer Bid (Q1 Fiscal 2023 - $0.9). |
Capital Resources
The Company’s objective when managing
capital is to maintain financial flexibility to continue as a going concern while optimizing growth and maximizing returns of investments
for shareholders. The Company’s strategy to achieve these objectives is to invest its excess cash balance in a portfolio of primarily
fixed income instruments.
The Company monitors its capital structure
based on changes in operations and economic conditions, and may adjust the structure by repurchasing shares, issuing new shares, or issuing
debt. If additional funds are raised through the issuance of equity securities, the percentage ownership of current shareholders will
be reduced, and such equity securities may have rights, preferences or privileges senior to those of the holders of the Company’s
common shares.
As at June 30, 2023, the Company has
cash, cash equivalents, and short-term investments of $200.6 million and working capital of $169.5 million. The Company’s financial
position at June 30, 2023 and the operating cash flows that are expected over the next 12 months lead the Company to believe that the
Company’s liquid assets are sufficient to satisfy the Company’s Fiscal 2024 working capital requirements, fund currently planned
capital expenditures, and to discharge liabilities as they come due. The Company remains well positioned to take advantage of strategic
opportunities as they become available. Liquidity risks are discussed further in the “Risks and Uncertainties” section of
this MD&A. The Company is not subject to any externally imposed capital requirements.
Contractual Obligation and Commitments
In the normal course of business, the
Company enters into contracts that give rise to commitments for future minimum payments. The following table summarizes the remaining
contractual maturities of the Company’s financial and non-financial liabilities, shown in contractual undiscounted cash flow as
at June 30, 2023.
| |
Within a year | | |
2-5 years | | |
Total | |
Accounts payable and accrued liabilities | |
$ | 38,836 | | |
$ | - | | |
$ | 38,836 | |
Deposit received | |
| 5,486 | | |
| - | | |
| 5,486 | |
Lease obligation | |
| 290 | | |
| 266 | | |
| 556 | |
Income tax payable | |
| 374 | | |
| - | | |
| 374 | |
| |
$ | 44,986 | | |
$ | 266 | | |
$ | 45,252 | |
The Company’s customers are required
to make full amount of payment as deposits prior to the shipment of its concentrate inventories, and the customers also have rights to
demand repayment of any unused deposits paid.
As at June 30, 2023, the Company has
working capital of $169.5 million (March 31, 2023 - $177.8 million). The Company believes it has sufficient capital to meet its cash needs
for the next 12 months, including the cost of compliance with continuing reporting requirements.
| Management’s Discussion and Analysis | Page 17 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
7. | Environmental Rehabilitation Provision |
The estimated future environmental rehabilitation
costs are based principally on the requirements of relevant authorities and the Company’s environmental policies. The provision
is measured using management’s assumptions and estimates for future cash outflows. In view of uncertainties concerning environmental
rehabilitation obligations, the ultimate costs could be materially different from the amounts estimated. The Company accrues these costs,
which are determined by discounting costs using rates specific to the underlying obligation. Upon recognition of a liability for the environmental
rehabilitation costs, the Company capitalizes these costs to the related mine and amortizes such amounts over the life of each mine on
a unit-of-production basis. The accretion of the discount due to the passage of time is recognized as an increase in the liability and
a finance expense.
As at June 30, 2023, the total inflated
and undiscounted amount of estimated cash flows required to settle the Company’s environmental rehabilitation provision was $9.7
million (March 31, 2023 - $10.2 million) over the next twenty years, which has been discounted using an average discount rate of 2.83%
(March 31, 2023 – 2.83%).
The accretion of the discounted charge
in Q1 Fiscal 2024 was $0.05 million (Q1 Fiscal 2023 - $0.06 million), and reclamation expenditures incurred in Q1 Fiscal 2024 was $0.09
million (Q1 Fiscal 2023 - $0.03 million).
8. | Risks and Uncertainties |
The Company is exposed to a number of
risks in conducting its business, including but not limited to: metal price risk as the Company derives its revenue from the sale of silver,
lead, zinc, and gold; credit risk in the normal course of dealing with other companies and financial institutions; foreign exchange risk
as the Company reports its financial statements in USD whereas the Company operates in jurisdictions that utilize other currencies; equity
price risk and interest rate risk as the Company has investments in marketable securities that are traded in the open market or earn interest
at market rates that are fixed to maturity or at variable interest rates; inherent risk of uncertainties in estimating mineral reserves
and mineral resources; political risks; economic and social risks related to conducting business in foreign jurisdictions such as China
and Mexico; environmental risks; risks related to its relations with employees and local communities where the Company operates, and emerging
risks relating to the spread of COVID-19, which has to date resulted in profound health and economic impacts globally and which presents
future risks and uncertainties that are largely unknown at this time.
Management and the Board continuously
assess risks that the Company is exposed to and attempt to mitigate these risks where practical through a range of risk management strategies.
These and other risks are described in
the Company’s Annual Information Form, NI 43-101 technical reports, Form 40-F, and Audited Consolidated Financial Statements, which
are available on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov. Readers are encouraged to refer to these documents for a more
detailed description of the risks and uncertainties inherent to Silvercorp’s business.
(a) | Financial Instruments Risk Exposure |
The Company is exposed to financial risks,
including metal price risk, credit risk, interest rate risk, foreign currency exchange rate risk, and liquidity risk. The Company’s exposures
and management of each of those risks is described in the unaudited condensed interim consolidated financial statements for the three
months ended June 30, 2023 under Note 20 “Financial Instruments”, along with the financial statement classification, the significant
assumptions made in determining the fair value, and amounts of income, expenses, gains and losses associated with financial instruments.
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument.
These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined
with precision.
| Management’s Discussion and Analysis | Page 18 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
Changes in assumptions could significantly
affect the estimates. The following provides a description of the risks related to financial instruments and how management manages these
risks:
Liquidity risk
Liquidity risk is the risk that the Company
will not be able to meet its financial obligations as they arise. The Company manages liquidity risk by monitoring actual and projected
cash flows and matching the maturity profile of financial assets and liabilities. Cash flow forecasting is performed regularly to ensure
that there is sufficient capital in order to meet short-term business requirements, after taking into account cash flows from operations
and our holdings of cash and cash equivalents, and short-term investments.
Foreign exchange risk
The Company reports its financial statements
in US dollars. The functional currency of the head office, Canadian subsidiaries and all intermediate holding companies is CAD and the
functional currency of all Chinese subsidiaries is RMB. The functional currency of New Infini and its subsidiaries is USD. The Company
is exposed to foreign exchange risk when the Company undertakes transactions and holds assets and liabilities in currencies other than
its functional currencies.
The Company currently does not engage
in foreign exchange currency hedging. The sensitivity of the Company’s net income due to the exchange rates of the Canadian dollar
against the U.S. dollar and the Australian dollar as at June 30, 2023 is summarized as follows:
| |
| | |
| | |
| | |
Accounts payable | | |
Net financial | | |
Effect of +/- 10% | |
| |
Cash and cash | | |
Short-term | | |
Other | | |
and accrued | | |
assets | | |
change in | |
| |
equivelents | | |
investments | | |
investments | | |
liabilities | | |
explosure | | |
currency | |
US dollar | |
$ | 86,605 | | |
$ | 2,769 | | |
$ | 2,583 | | |
$ | (74 | ) | |
$ | 91,883 | | |
$ | 9,188 | |
Australian dollar | |
| 247 | | |
| - | | |
| 8,816 | | |
| - | | |
| 9,063 | | |
| 906 | |
| |
$ | 86,852 | | |
$ | 2,769 | | |
$ | 11,399 | | |
$ | (74 | ) | |
$ | 100,946 | | |
$ | 10,094 | |
Interest rate risk
The Company is exposed to interest rate
risk on its cash equivalents and short-term investments. As at June 30, 2023, all of its interest-bearing cash equivalents and short-term
investments earn interest at market rates that are fixed to maturity or at variable interest rates with terms of less than one year. The
Company monitors its exposure to changes in interest rates on cash equivalents and short-term investments. Due to the short-term nature
of these financial instruments, fluctuations in interest rates would not have a significant impact on the Company’s net income.
Credit risk
Credit risk is the risk that one party
to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company is exposed
to credit risk primarily associated to accounts receivable, due from related parties, cash and cash equivalents, and short-term investments.
The carrying amount of assets included on the balance sheet represents the maximum credit exposure.
The Company undertakes credit evaluations
on counterparties as necessary, requests deposits from customers prior to delivery, and has monitoring processes intended to mitigate
credit risks. There were no material amounts in trade or other receivables which were past due on June 30, 2023 (at March 31, 2023 - $nil).
Equity price risk
The
Company holds certain marketable securities that will fluctuate in value as a result of trading on Canadian financial markets. As
the Company’s marketable securities holdings are mainly in mining companies, the value
| Management’s Discussion and Analysis | Page 19 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
will also
fluctuate based on commodity prices. Based upon the Company’s portfolio as at June 30, 2023, a 10% increase (decrease) in the market
price of the securities held, ignoring any foreign currency effects, would have resulted in an increase (decrease) to the net income
and other comprehensive income of $1.6 million and $0.1 million, respectively.
The Company’s sales price for silver
is fixed against the Shanghai White Platinum & Silver Exchange as quoted at www.ex-silver.com; lead and zinc are fixed against the
Shanghai Metals Exchange as quoted at www.shmet.com; and gold is fixed against the Shanghai Gold Exchange as quoted at www.sge.com.cn.
The Company’s revenues, if any,
are expected to be in large part derived from the mining and sale of silver, lead, zinc, and gold contained in metal concentrates. The
prices of those commodities have fluctuated widely, particularly in recent years, and are affected by numerous factors beyond the Company’s
control including international and regional economic and political conditions; expectations of inflation; currency exchange fluctuations;
interest rates; global or regional supply and demand for jewelry and industrial products containing silver and other metals; sale of silver
and other metals by central banks and other holders, forward selling activities, speculators and producers of silver and other metals;
availability and costs of metal substitutes; and increased production due to new mine developments and improved mining and production
methods. The effects of these factors on the price of base and precious metals, and therefore the viability of the Company’s exploration
projects and mining operations, cannot be accurately predicted and thus the price of base and precious metals may have a significant influence
on the market price of the Company’s shares and the value of its projects.
If silver and other metal prices were
to decline significantly for an extended period of time, the Company may be unable to continue operations, develop its projects, or fulfil
obligations under agreements with the Company’s joint venture partners or under its permits or licenses.
(c) | Uncertainty in the Estimation of Mineral Resources and Mineral Reserves, and Metal Recovery |
There
is a degree of uncertainty attributable to the estimation of Mineral Resources, Mineral Reserves, mineralization and corresponding grades
being mined or dedicated to future production. Until Mineral Resources, Mineral Reserves or mineralization are actually mined and processed,
the quantity of metals and grades must be considered as estimates only. The figures for Mineral Reserves and Mineral Resources contained
herein are estimates only based on a number of assumptions, any adverse changes to which could require us to lower our Mineral Resource
and Mineral Reserve estimates and no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated
level of recovery will be realized or that Mineral Reserves could be mined or processed profitably. Our estimates of economically recoverable
reserves are primarily based upon interpretations of geological models, which make various assumptions, such as assumptions with respect
to, prices, costs, regulations, and environmental and geological factors. These assumptions have a significant effect on the amounts
recognized in our technical reports and our financial statements, and any material difference between these assumptions and actual events
may affect the economic viability of our properties or any project undertaken by us. There are numerous uncertainties inherent in estimating
Mineral Reserves and Mineral Resources, including many factors beyond the Company’s control. Such estimation is a subjective process,
and the accuracy of any reserve or resource estimate is a function of the quantity and quality of available data and of the assumptions
made and judgments used in engineering and geological interpretation. Short-term operating factors relating to the Mineral Reserves,
such as the need for orderly development of the ore bodies or the processing of new or different ore grades, may cause the mining operation
to be unprofitable in any particular accounting period. Valid estimates made at a given time may significantly change when new information
becomes available. Any material change in quantity of Mineral Resources, Mineral Reserves, mineralization, or grade may affect the economic
viability of the Company’s projects. In addition, there can be no assurance that
| Management’s Discussion and Analysis | Page 20 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
precious
or other metal recoveries in small-scale laboratory tests will be duplicated in larger scale tests or during production, or that the
existing known and experienced recoveries will continue.
(d) | COVID-19 and Other Pandemics |
The spread of COVID-19 impacted our operations,
our employees and our contractors, not only as it related to significant health concerns, but also in terms of governmental restrictions
on, and in some cases suspensions of, our operations, limitations on the movement of people and supplies, inflation and cost escalation
availability of food and other goods, and personal well-being, among others. Our suppliers and service providers were also similarly impacted.
While COVID-19 had significant, direct
impacts on our operations, our business, our workforce, and our production, the extent to which COVID-19, or other pathogens that might
emerge, will impact our operations in the future is highly uncertain and cannot be predicted with confidence.
Moreover, the continued presence of,
or spread, of COVID-19 or other pathogens globally may have material adverse effects on the economies and financial markets of many countries,
resulting in an economic downturn that could have significant impacts on commodity prices, demand for metals, investor confidence, and
general financial market liquidity, all of which may adversely affect our business and the market price of our common shares, as well
as impacting our suppliers and commercial partners. In addition, such a pandemic could also impact our ability to raise capital and cause
continued interest rate volatility that could make obtaining financing or refinancing our debt obligations more challenging or more expensive
(if such financing is available at all). Inflationary pressures relating to COVID-19 global financial support measures and current supply
chain challenges continue to have both direct and indirect impacts and could worsen with additional outbreaks or the spread of global
pathogens.
(e) | Permits, licenses and national security clearance |
All mineral resources and mineral reserves
of the Company’s subsidiaries are owned by their respective governments, and mineral exploration and mining activities may only
be conducted by entities that have obtained or renewed exploration or mining permits and licenses in accordance with the relevant mining
laws and regulations. No guarantee can be given that the necessary exploration and mining permits and licenses will be issued to the Company
or, if they are issued, that they will be renewed, or if renewed under reasonable operational and/or financial terms, or in a timely manner,
or that the Company will be in a position to comply with all conditions that are imposed. No guarantee can be given that the national
security clearance for Zhonghe Silver Project will be issued, or if it is issued, that it will be issued under reasonable operational
and/or financial terms, or in a timely manner, or that the Company will be in a position to comply with all conditions that are imposed.
Nearly all mining projects require government
approval. There can be no certainty that approvals necessary to develop and operate mines on the Company’s properties will be granted
or renewed in a timely and/or economical manner, or at all.
In addition, China has further strengthened
its national security review of foreign investment. The Measures will continue to create an additional layer of uncertainty with respect
to foreign investment. Investment plans, timetables, terms and conditions for closing for investment must consider the timing and contingency
of obtaining approval from the national security review process.
The validity
of mining or exploration titles or claims or rights, which constitute most of our property holdings, can be uncertain and may be contested.
Our properties may be subject to prior unregistered liens, agreements or transfers, indigenous land claims, or undetected title defects.
In some cases, we do not own or hold rights to the mineral concessions we mine. We have not conducted surveys of all the claims in which
we hold direct or indirect interests and therefore, the precise area and location of such claims may be in doubt. No assurance can be
given
| Management’s Discussion and Analysis | Page 21 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
that applicable governments will not revoke or significantly alter the conditions of the
applicable exploration and mining titles or claims, or that such exploration and mining titles or claims will not be challenged or
impugned by third parties.
We may be unable to operate our properties
as expected, or to enforce our rights to our properties. Any defects in title to our properties, or the revocation of our rights to mine,
could have a material adverse effect on our operations and financial condition.
We operate in countries with developing
mining laws, and changes in such laws could materially impact our rights or interests to our properties. We are also subject to expropriation
risk, including the risk of expropriation or extinguishment of property rights based on a perceived lack of development or advancement.
Expropriation, extinguishment of rights and any other such similar governmental actions would likely have a material adverse effect on
our operations and profitability.
In the jurisdictions in which we operate,
legal rights applicable to mining concessions are different and separate from legal rights applicable to surface lands. Accordingly, title
holders of mining concessions in many jurisdictions must agree with surface landowners on compensation in respect of mining activities
conducted on such land. We do not hold title to all of the surface lands at many of our operations and rely on contracts or other similar
rights to conduct surface activities.
Title insurance is generally not available
for mineral properties in China and the Company’s ability to ensure that it has obtained secure claims to individual mineral properties
or mining concessions may be severely constrained. Accordingly, the Company may have little or no recourse as a result of any successful
challenge to title to any of its properties. The Company’s properties may be subject to prior unregistered liens, agreements or
transfers, land claims or undetected title defects which may have a material adverse effect on the Company’s ability to develop
or exploit the properties.
(g) | Operations and political conditions |
All the Company’s material operations
are located in China. These operations are subject to the risks normally associated with conducting business in China, which has different
regulatory and legal standards than North America. Some of these risks are more prevalent in countries which are less developed or have
emerging economies, including uncertain political and economic environments, as well as risks of civil disturbances or other risks which
may limit or disrupt a project, restrict the movement of funds or result in the deprivation of contractual rights or the taking of property
by nationalization or expropriation without fair compensation, risk of adverse changes in laws or policies, increases in foreign taxation
or royalty obligations, license fees, permit fees, delays in obtaining or the inability to obtain necessary governmental permits, limitations
on ownership and repatriation of earnings, and foreign exchange controls and currency devaluations.
In addition, the Company may face import
and export regulations, including export restrictions, disadvantages of competing against companies from countries that are not subject
to similar laws, restrictions on the ability to pay dividends offshore, and risk of loss due to disease and other potential endemic health
issues. Although the Company is not currently experiencing any significant or extraordinary problems in China arising from such risks,
there can be no assurance that such problems will not arise in the future. The Company currently does not carry political risk insurance
coverage.
The Company’s interests in its
mineral properties are held through joint venture companies established under and governed by the laws of China. The Company’s joint
venture partners in China include state-sector entities and, like other state-sector entities, their actions and priorities may be dictated
by government policies instead of purely commercial considerations. Additionally, companies with a foreign ownership component operating
in China may be required to work within a framework which is different from that imposed on domestic Chinese companies. The Chinese government
currently allows foreign investment in certain mining projects under central government guidelines. There can be no assurance that these
guidelines will not change in the future.
(h) | Regulatory environment in China |
The
Company’s principal mining operations are in China. The laws of China differ significantly from those of
| Management’s Discussion and Analysis | Page 22 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
Canada
and all such laws are subject to change. Mining is subject to potential risks and liabilities associated with pollution of the environment
and disposal of waste products occurring as a result of mineral exploration and production.
Failure to comply with applicable laws
and regulations may result in enforcement actions and may also include corrective measures requiring capital expenditures, installation
of additional equipment or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or
damage by reason of mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws and
regulations. China’s legislation is undergoing a relatively fast transformation with some old laws superseded by newly enacted laws.
New laws and regulations, amendments to existing laws and regulations, administrative interpretation of existing laws and regulations,
or more stringent enforcement of existing laws and regulations could create risks or uncertainty for investors in mineral projects or
have a material adverse impact on future cash flow, results of operations and the financial condition of the Company.
In addition, China has further strengthened
its national security review of foreign investment. The measures will continue to create an additional layer of uncertainty with respect
to foreign investment. Investment plans, timetables, terms and conditions for closing for investment must take into account the timing
and contingency of obtaining approval from the national security review process.
(i) | Environmental risks and safety risks |
The Company’s activities are subject
to extensive laws and regulations governing environmental protection and employee health and safety, including environmental laws and
regulations in China. These laws address emissions into the air, discharges into water, management of waste, management of hazardous substances,
protection of natural resources, antiquities and endangered species, and reclamation of lands disturbed by mining operations. The Company’s
Chinese subsidiaries are required to have been issued environmental permits and safety production permits with various expiration dates.
These permits are also subject to periodic inspection by government authorities. Failure to pass the inspections may result in penalties.
No guarantee can be given that the necessary permits will be issued to the Company or, if they are issued, that they will be renewed,
or if renewed under reasonable operational and/or financial terms, or in a timely manner, or that the Company will be in a position to
comply with all conditions that are imposed.
Nearly all mining projects require government
approval and permits relating to environmental, social, land and water usage, community matters, and other matters.
There are also laws and regulations prescribing
reclamation activities on some mining properties. Environmental legislation in many countries, including China, is evolving and the trend
has been toward stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments
of proposed projects and increasing responsibility for companies and their officers, directors and employees. Compliance with environmental
laws and regulations may require significant capital outlays on behalf of the Company and may cause material changes or delays in the
Company’s intended activities. There can be no assurance that the Company has been or will be at all times in complete compliance
with current and future environmental, and health and safety laws, and the status of permits will not materially adversely affect the
Company’s business, results of operations or financial condition. It is possible that future changes in these laws or regulations
could have a significant adverse impact on some portion of the Company’s business, causing the Company to re-evaluate those activities
at that time. The Company’s compliance with environmental laws and regulations entails uncertain costs.
(j) | Risks and hazards of mining operations |
Mining
is inherently dangerous and the Company’s operations are subject to a number of risks and hazards including, without
limitation: environmental hazards; discharge of pollutants or hazardous chemicals; industrial accidents; failure of processing and
mining equipment; labour disputes; supply problems and delays; encountering unusual or unexpected geologic formations or other
geological or grade problems; encountering unanticipated ground or water conditions; cave-ins, pit wall failures, flooding, rock
bursts and fire; periodic interruptions due to inclement or hazardous weather conditions; equipment breakdown; other unanticipated
| Management’s Discussion and Analysis | Page 23 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
difficulties or interruptions in development, construction or production; other acts of God or unfavourable operating conditions;
and health and safety risks associated with spread of COVID-19 pandemic, and any future emergence and spread of similar
pathogens.
Such risks could result in damage to,
or destruction of, mineral properties or processing facilities, personal injury or death, loss of key employees, environmental damage,
delays in mining, monetary losses and possible legal liability. Satisfying such liabilities may be very costly and could have a material
adverse effect on the Company’s future cash flow, results of operations and financial condition.
The Company is subject to cybersecurity
risks including unauthorized access to privileged information, destroying data or disable, degrade, or sabotage our systems, including
through the introduction of computer viruses. Although we take steps to secure our configurations and manage our information system, including
our computer systems, internet sites, emails and other telecommunications, and financial/geological data, there can be no assurance that
measures we take to ensure the integrity of our systems will provide protection, especially because cyberattack techniques used change
frequently or are not recognized until successful. The Company has not experienced any material cybersecurity incident in the past, but
there can be no assurance that the Company will not experience a material cybersecurity incident in the future. If our systems are compromised,
do not operate properly or are disable, we could suffer financial loss, disruption of business, loss of geology data which could affect
our ability to conduct effective mine planning and accurate mineral resources estimates, loss of financial data which could affect our
ability to provide accurate and timely financial reporting.
There is significant evidence of the
effects of climate change on our planet and an intensifying focus on addressing these issues. The Company recognizes that climate change
is a global challenge that may have both favorable and adverse effects on our business in a range of possible ways. Mining and processing
operations are energy intensive and result in a carbon footprint either directly or through the purchase of fossil-fuel based electricity.
As such, the Company is impacted by current and emerging policy and regulation relating to greenhouse gas emission levels, energy efficiency,
and reporting of climate-change related risks. While some of the costs associated with reducing emissions may be offset by increased energy
efficiency, technological innovation, or the increased demand for our metals as part of technological innovations, the current regulatory
trend may result in additional transition costs at some of our operations. Governments are introducing climate change legislation and
treaties at the international, national, and local levels, and regulations relating to emission levels and energy efficiency are evolving
and becoming more rigorous. Current laws and regulatory requirements are not consistent across the jurisdictions in which we operate,
and regulatory uncertainty is likely to result in additional complexity and cost in our compliance efforts. Public perception of mining
is, in some respects, negative and there is increasing pressure to curtail mining in many jurisdictions as a result, in part, of perceived
adverse effects of mining on the environment.
Concerns around climate change may also
affect the market price of our shares as institutional investors and others may divest interests in industries that are thought to have
more environmental impacts. While we are committed to operating responsibly and reducing the negative effects of our operations on the
environment, our ability to reduce emissions, energy and water usage by increasing efficiency and by adopting new innovation is constrained
by technological advancement, operational factors and economics. Adoption of new technologies, the use of renewable energy, and infrastructure
and operational changes necessary to reduce water usage may also increase our costs significantly. Concerns over climate change, and our
ability to respond to regulatory requirements and societal pressures, may have significant impacts on our operations and on our reputation,
and may even result in reduced demand for our products.
The
physical risks of climate change could also adversely impact our operations. These risks include, among other things, extreme
weather events, resource shortages, changes in rainfall and in storm patterns and intensities, water shortages, changing sea levels
and extreme temperatures. Climate-related events such as mudslides, floods, droughts and fires can have significant impacts,
directly and indirectly, on our operations and could result
| Management’s Discussion and Analysis | Page 24 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
in damage to our facilities, disruptions in accessing our sites with
labour and essential materials or in shipping products from our mines, risks to the safety and security of our personnel and to
communities, shortages of required supplies such as fuel and chemicals, inability to source enough water to supply our operations,
and the temporary or permanent cessation of one or more of our operations. There is no assurance that we will be able to anticipate,
respond to, or manage the risks associated with physical climate change events and impacts, and this may result in material adverse
consequences to our business and to our financial results.
(m) | Claims and Legal Proceeding Risks |
The Company is subject to various claims
and legal proceedings covering a wide range of matters that arise in the ordinary course of business activities. Each of these matters
is subject to various uncertainties and it is possible that some of these other matters may be resolved in a manner that is unfavourable
to the Company which may result in a material adverse impact on the Company’s financial performance, cash flow or results of operations.
The Company carries liability insurance coverage and establishes provisions for matters that are probable and can be reasonably estimated,
however there can be no guarantee that the amount of such coverage is sufficient to protect against all potential liabilities. In addition,
the Company may in the future be subjected to regulatory investigations or other proceedings and may be involved in disputes with other
parties in the future which may result in a significant impact on our financial condition, cash flow and results of operations.
9. | Off-Balance Sheet Arrangements |
The Company does not have any off-balance
sheet arrangements.
10. | Transactions with Related Parties |
Related party transactions are made on
terms agreed upon with the related parties. The balances with related parties are unsecured. Related party transactions not disclosed
elsewhere in this MD&A are as follows:
Due from
related parties
| |
June 30,
2023 | | |
March 31,
2023 | |
NUAG (a) | |
$ | 45 | | |
$ | 51 | |
TIN (b) | |
| 19 | | |
| 37 | |
| |
$ | 64 | | |
$ | 88 | |
(a) | The Company recovers costs for services rendered to NUAG and expenses incurred on behalf of NUAG pursuant
to a services and administrative costs reallocation agreement. During the three months ended June 30, 2023, the Company recovered $0.3
million (three months ended June 30, 2022 - $0.2 million) from NUAG for services rendered and expenses incurred on behalf of NUAG. The
costs recovered from NUAG were recorded as a direct reduction of general and administrative expenses on the unaudited condensed consolidated
statements of income. |
(b) | The Company recovers costs for services rendered to TIN and expenses incurred on behalf of TIN pursuant
to a services and administrative costs reallocation agreement. During the three months ended June 30, 2023, the Company recovered $0.08
million (three months ended June 30, 2022 - $0.04 million), from TIN for services rendered and expenses incurred on behalf of TIN. The
costs recovered from TIN were recorded as a direct reduction of general and administrative expenses on the unaudited condensed consolidated
statements of income. |
The balances with related parties are
unsecured.
| Management’s Discussion and Analysis | Page 25 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
11. | Alternative Performance (Non-IFRS) Measures |
The following alternative performance
measures are used by the Company to manage and evaluate operating performance of the Company’s mines and are widely reported in
the silver mining industry as benchmarks for performance but are alternative performance (non-IFRS) measures that do not have standardized
meaning prescribed by IFRS and therefore unlikely to be comparable to similar measures presented by other companies. Accordingly, it is
intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared
in accordance with IFRS. To facilitate a better understanding of these measures, the tables in this section provide the reconciliation
of these measures to the financial statements for the three months ended June 30, 2023 and 2022:
(a) | Adjusted Earnings and Adjusted Earnings per Share |
Adjusted earnings and adjusted earnings
per share are non-IFRS measures and supplement information to the Company’s consolidated financial statements. The Company believes
that, in addition to the conventional measures prepared in accordance with IFRS, the Company and certain investors and analysts use this
information to evaluate the Company’s underlying core operating performance. The presentation of adjusted earnings and adjusted
earnings per share is not meant to be a substitute of net income and net income per share presented in accordance with IFRS, but rather
should be evaluated in conjunction with such an IFRS measure.
The Company defines the adjusted earnings
as net income adjusted to exclude certain non-cash and unusual items, and items that in the Company’s judgment are subject to volatility
as a result of factors which are unrelated to the Company’s operation in the period, and/or relate to items that will settle in
future period, including impairment adjustments and reversal, foreign exchange gain or loss, dilution gain or loss, share-based compensation,
share of gain or loss of associates, gain or loss on investments, and other non-recurring items. Certain items that become applicable
in a period may be adjusted for, with the Company retroactively presenting comparable periods with an adjustment for such items and, conversely,
items no longer applicable may be removed from the calculation. The following table provides a detailed reconciliation of net income as
reported in the Company’s consolidated financial statements to adjusted earnings and adjusted earning per share.
| |
Three
months ended
June 30, | |
| |
2023 | | |
2022 | |
Net
income (loss) as reported for the period | |
$ | 13,213 | | |
$ | 14,084 | |
Adjustments,
net of tax | |
| | | |
| | |
Share-based
compensation included in general and administrative | |
| 1,371 | | |
| 1,172 | |
Foreign
exchange loss (gain) | |
| 2,227 | | |
| (1,656 | ) |
Share of loss in associates | |
| 640 | | |
| 728 | |
(Gain)
loss on equity investments | |
| (1,086 | ) | |
| 2,671 | |
Impairment
loss on bonds investments included in finance costs | |
| - | | |
| 445 | |
Adjusted
earnings for the period | |
$ | 16,365 | | |
$ | 17,444 | |
Non-controlling
interest as reported | |
| 3,996 | | |
| 3,915 | |
Adjusted
earnings attributable to equity holders | |
$ | 12,369 | | |
$ | 13,529 | |
Adjusted earnings per share
attributable to the equity shareholders of the Company | |
| | | |
| | |
Basic
adjusted earning per share | |
$ | 0.07 | | |
$ | 0.08 | |
Diluted
adjusted earning per share | |
$ | 0.07 | | |
$ | 0.08 | |
Basic
weighted average shares outstanding | |
| 176,927,547 | | |
| 177,245,037 | |
Diluted
weighted average shares outstanding | |
| 179,847,745 | | |
| 179,583,285 | |
Working capital is an alternative performance
(non-IFRS) measure calculated as current asset less current liabilities. Working capital dose not have any standardized meaning prescribed
by IFRS and is therefore unlikely to be comparable to similar measures presented by other companies. The Company and certain investors
use this information to evaluate whether the Company is able to meet its current obligations using its current assets.
(c) Silver Equivalent
Silver equivalent is an alternative performance
(non-IFRS) measure calculated by converting the gold metals
| Management’s Discussion and Analysis | Page 26 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
quantity to its silver equivalent using the ratio between the realized
selling prices of gold and silver and adding the converted amount expressed in silver ounces to the ounces of silver.
(d) Costs per Ounce of Silver
Cash cost and all-in sustaining cost
(“AISC”) per ounce of silver, net of by-product credits, are non-IFRS measures. The Company produces by-product metals incidentally
to our silver mining activities. We have adopted the practice of calculating a performance measure with the net cost of producing an ounce
of silver, our primary payable metal, after deducting revenues gained from incidental by-product production. This performance measure
has been commonly used in the mining industry for many years and was developed as a relatively simple way of comparing the net production
costs of the primary metal for a specific period against the prevailing market price of such metal.
Cash cost is calculated by deducting
revenue from the sales of all metals other than silver and is calculated per ounce of silver sold.
AISC is an extension of the “cash
cost” metric and provides a comprehensive measure of the Company’s operating performance and ability to generate cash flows.
AISC has been calculated based on World Gold Council (“WGC”) guidance released in 2013 and updated in 2018. The WGC is not
a regulatory organization and does not have the authority to develop accounting standards for disclosure requirements.
AISC is based on the Company’s
cash costs, net of by-product sales, and further includes general and administrative expense, mineral resources tax, government fees and
other taxes, reclamation cost accretion, lease liability payments, and sustaining capital expenditures. Sustaining capital expenditures
are those costs incurred to sustain and maintain existing assets at current productive capacity and constant planned levels of production
output. Excluded are non-sustaining capital expenditures, which result in a material increase in the life of assets, materially increase
resources or reserves, productive capacity, or future earning potential, or significant improvement in recovery or grade, or which do
not relate to the current production activities. The Company believes that this measure represents the total sustainable costs of producing
silver from current operations and provides additional information about the Company’s operational performance and ability to generate
cash flows.
The following table provides a reconciliation of cash cost
and AISC per ounce of silver, net of by-product credits:
| |
| | |
Three months ended June 30,
2023 | | |
Three
months ended June 30, 2022 | |
| |
| | |
Ying Mining District | | |
GC | | |
Other | | |
Corporate | | |
Consolidated | | |
Ying Mining District | | |
GC | | |
Other | | |
Corporate | | |
Consolidated | |
Production costs
expensed as reported | |
| A | | |
$ | 18,635 | | |
$ | 5,663 | | |
$ | - | | |
$ | - | | |
$ | 24,298 | | |
$ | 21,135 | | |
$ | 5,009 | | |
$ | - | | |
$ | - | | |
$ | 26,144 | |
By-product sales | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Gold | |
| | | |
| (2,515 | ) | |
| - | | |
| - | | |
| - | | |
| (2,515 | ) | |
| (1,753 | ) | |
| - | | |
| - | | |
| - | | |
| (1,753 | ) |
Lead | |
| | | |
| (12,646 | ) | |
| (1,949 | ) | |
| - | | |
| - | | |
| (14,595 | ) | |
| (15,035 | ) | |
| (2,080 | ) | |
| - | | |
| - | | |
| (17,115 | ) |
Zinc | |
| | | |
| (1,791 | ) | |
| (3,868 | ) | |
| - | | |
| - | | |
| (5,659 | ) | |
| (2,539 | ) | |
| (5,963 | ) | |
| - | | |
| - | | |
| (8,502 | ) |
Other | |
| | | |
| (1,263 | ) | |
| (822 | ) | |
| - | | |
| - | | |
| (2,085 | ) | |
| (1,309 | ) | |
| (464 | ) | |
| - | | |
| - | | |
| (1,773 | ) |
Total by-product sales | |
| B | | |
| (18,215 | ) | |
| (6,639 | ) | |
| - | | |
| - | | |
| (24,854 | ) | |
| (20,636 | ) | |
| (8,507 | ) | |
| - | | |
| - | | |
| (29,143 | ) |
Total cash costs, net of by-product
credits | |
| C=A
+B | | |
| 420 | | |
| (976 | ) | |
| - | | |
| - | | |
| (556 | ) | |
| 499 | | |
| (3,498 | ) | |
| - | | |
| - | | |
| (2,999 | ) |
Add: Mineral resources tax | |
| | | |
| 1,136 | | |
| 230 | | |
| - | | |
| - | | |
| 1,366 | | |
| 1,255 | | |
| 285 | | |
| - | | |
| - | | |
| 1,540 | |
General and administrative | |
| | | |
| 1,920 | | |
| 715 | | |
| 86 | | |
| 3,650 | | |
| 6,371 | | |
| 1,890 | | |
| 645 | | |
| 129 | | |
| 3,557 | | |
| 6,221 | |
Amortization included in general and administrative | |
| | | |
| (132 | ) | |
| (86 | ) | |
| (59 | ) | |
| (148 | ) | |
| (425 | ) | |
| (139 | ) | |
| (91 | ) | |
| (87 | ) | |
| (149 | ) | |
| (466 | ) |
Property evaluation and business development* | |
| | | |
| - | | |
| - | | |
| 7 | | |
| 102 | | |
| 109 | | |
| - | | |
| - | | |
| - | | |
| 132 | | |
| 132 | |
Government fees and other taxes | |
| | | |
| 555 | | |
| 101 | | |
| 1 | | |
| - | | |
| 657 | | |
| 661 | | |
| 123 | | |
| - | | |
| - | | |
| 784 | |
Reclamation accretion | |
| | | |
| 35 | | |
| 11 | | |
| 7 | | |
| - | | |
| 53 | | |
| 44 | | |
| 12 | | |
| 7 | | |
| - | | |
| 63 | |
Lease payment | |
| | | |
| - | | |
| - | | |
| - | | |
| 64 | | |
| 64 | | |
| - | | |
| - | | |
| - | | |
| 168 | | |
| 168 | |
Sustaining capital expenditures | |
| | | |
| 7,719 | | |
| 1,754 | | |
| 51 | | |
| 9 | | |
| 9,533 | | |
| 10,910 | | |
| 1,357 | | |
| - | | |
| 3 | | |
| 12,270 | |
All-in sustaining costs, net
of by-product credits | |
| F | | |
| 11,653 | | |
| 1,749 | | |
| 93 | | |
| 3,677 | | |
| 17,172 | | |
| 15,120 | | |
| (1,167 | ) | |
| 49 | | |
| 3,711 | | |
| 17,713 | |
Add: Non-sustaining capital expenditures | |
| | | |
| 5,337 | | |
| 229 | | |
| - | | |
| - | | |
| 5,566 | | |
| 5,188 | | |
| 438 | | |
| 189 | | |
| - | | |
| 5,815 | |
All-in costs, net of by-product
credits | |
| G | | |
| 16,990 | | |
| 1,978 | | |
| 93 | | |
| 3,677 | | |
| 22,738 | | |
| 20,308 | | |
| (729 | ) | |
| 238 | | |
| 3,711 | | |
| 23,528 | |
Silver ounces sold (’000s) | |
| H | | |
| 1,631 | | |
| 184 | | |
| - | | |
| - | | |
| 1,815 | | |
| 1,759 | | |
| 156 | | |
| - | | |
| - | | |
| 1,915 | |
Cash costs per ounce of silver,
net of by-product credits | |
| (A+B)/H | | |
$ | 0.26 | | |
$ | (5.30 | ) | |
$ | - | | |
$ | - | | |
$ | (0.31 | ) | |
$ | 0.28 | | |
$ | (22.42 | ) | |
$ | - | | |
$ | - | | |
$ | (1.57 | ) |
All-in sustaining costs per
ounce of silver, net of by-product credits | |
| F/H | | |
$ | 7.14 | | |
$ | 9.51 | | |
$ | - | | |
$ | - | | |
$ | 9.46 | | |
$ | 8.60 | | |
$ | (7.48 | ) | |
$ | - | | |
$ | - | | |
$ | 9.25 | |
All-in costs per ounce of silver,
net of by-product credits | |
| G/H | | |
$ | 10.42 | | |
$ | 10.75 | | |
$ | - | | |
$ | - | | |
$ | 12.53 | | |
$ | 11.55 | | |
$ | (4.67 | ) | |
$ | - | | |
$ | - | | |
$ | 12.29 | |
By-product credits per ounce of silver | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Gold | |
| | | |
| (1.54 | ) | |
| - | | |
| - | | |
| - | | |
| (1.39 | ) | |
| (1.00 | ) | |
| - | | |
| - | | |
| - | | |
| (0.92 | ) |
Lead | |
| | | |
| (7.75 | ) | |
| (10.59 | ) | |
| - | | |
| - | | |
| (8.04 | ) | |
| (8.55 | ) | |
| (13.33 | ) | |
| - | | |
| - | | |
| (8.94 | ) |
Zinc | |
| | | |
| (1.10 | ) | |
| (21.02 | ) | |
| - | | |
| - | | |
| (3.12 | ) | |
| (1.44 | ) | |
| (38.22 | ) | |
| - | | |
| - | | |
| (4.44 | ) |
Other | |
| | | |
| (0.77 | ) | |
| (4.47 | ) | |
| - | | |
| - | | |
| (1.15 | ) | |
| (0.74 | ) | |
| (2.97 | ) | |
| - | | |
| - | | |
| (0.93 | ) |
Total by-product credits per ounce
of silver | |
| | | |
$ | (11.16 | ) | |
$ | (36.08 | ) | |
$ | - | | |
$ | - | | |
$ | (13.70 | ) | |
$ | (11.73 | ) | |
$ | (54.52 | ) | |
$ | - | | |
$ | - | | |
$ | (15.23 | ) |
| Management’s Discussion and Analysis | Page 27 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
(e) Costs per Tonne of Ore Processed
The Company uses cost per tonne of ore
processed to manage and evaluate operating performance at each of its mines. Cost per tonne of ore processed is calculated based on total
production costs on a sales basis, adjusted for changes in inventory, to arrive at total production costs that relate to ore production
during the period. These total production costs are then further divided into mining cost, shipping cost, and milling cost. Mining costs
includes costs of material and supplies, labour costs, applicable mine overhead costs, and mining contractor costs for mining ore; shipping
costs includes freight charges for shipping stockpile ore from mine sites and mill sites, and milling costs include costs of materials
and supplies, labour costs, and applicable mill overhead costs related to ore processing. Mining costs per tonne is the mining costs divided
by the tonnage of ore mined, shipping cost per tonne is the shipping costs divided by the tonnage of ore shipped from mine sites to mill
sites; and milling costs per tonne is the milling costs divided by the tonnage of ore processed at the mill. Costs per tonne of ore processed
is the total of per tonne mining costs, per tonne shipping costs, and per tonne milling costs.
All-in sustaining production cost per
tonne is an extension of the production cost per tonne and provides a comprehensive measure of the Company’s operating performance
and ability to generate cash flows. All-in sustaining production cost per tonne is based on the Company’s production costs, and
further includes general and administrative expenses, government fees and other taxes, reclamation cost accretion, lease liability payments,
and sustaining capital expenditures. The Company believes that this measure represents the total sustainable costs of processing ore from
current operations and provides additional information about the Company’s operational performance and ability to generate cash
flows.
The following table provides a reconciliation of production
cost and all-in sustaining production cost per tonne of ore processed:
| |
| | |
Three months ended June 30, 2023 | | |
Three months ended June 30, 2022 | |
| |
| | |
Ying
Mining
District | | |
GC | | |
Other | | |
Corporate | | |
Consolidated | | |
Ying
Mining
District | | |
GC | | |
Other | | |
Corporate | | |
Consolidated | |
Production costs expensed as reported | |
| | | |
$ | 18,635 | | |
$ | 5,663 | | |
$ | - | | |
$ | - | | |
$ | 24,298 | | |
$ | 21,135 | | |
$ | 5,009 | | |
$ | - | | |
$ | - | | |
$ | 26,144 | |
Adjustment for aggregate plant operations* | |
| | | |
| (160 | ) | |
| - | | |
| - | | |
| - | | |
| (160 | ) | |
| (436 | ) | |
| - | | |
| - | | |
| - | | |
| (436 | ) |
Changes in stockpile and concentrate inventory | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Less: stockpile and concentrate inventory – Beginning | |
| | | |
| (3,657 | ) | |
| (246 | ) | |
| (32 | ) | |
| - | | |
| (3,935 | ) | |
| (4,740 | ) | |
| (139 | ) | |
| (35 | ) | |
| - | | |
| (4,914 | ) |
Add: stockpile and concentrate inventory – Ending | |
| | | |
| 3,171 | | |
| 41 | | |
| 31 | | |
| - | | |
| 3,243 | | |
| 3,523 | | |
| 178 | | |
| 33 | | |
| - | | |
| 3,734 | |
Net change of depreciation and amortization charged
to inventory | |
| | | |
| (87 | ) | |
| (34 | ) | |
| - | | |
| - | | |
| (121 | ) | |
| (345 | ) | |
| (28 | ) | |
| - | | |
| - | | |
| (373 | ) |
Adjustment for foreign exchange
movement | |
| | | |
| 356 | | |
| 74 | | |
| 1 | | |
| - | | |
| 431 | | |
| 782 | | |
| (34 | ) | |
| 2 | | |
| - | | |
| 750 | |
| |
| | | |
| (217 | ) | |
| (165 | ) | |
| - | | |
| - | | |
| (382 | ) | |
| (780 | ) | |
| (23 | ) | |
| - | | |
| - | | |
| (803 | ) |
Adjusted production cost | |
| | | |
$ | 18,258 | | |
$ | 5,498 | | |
$ | - | | |
$ | - | | |
$ | 23,756 | | |
$ | 19,919 | | |
$ | 4,986 | | |
$ | - | | |
$ | - | | |
$ | 24,905 | |
Mining costs | |
| A | | |
| 15,213 | | |
| 4,115 | | |
| - | | |
| - | | |
| 19,328 | | |
| 16,763 | | |
| 3,633 | | |
| - | | |
| - | | |
| 20,396 | |
Shipping costs | |
| B | | |
| 721 | | |
| - | | |
| - | | |
| - | | |
| 721 | | |
| 834 | | |
| - | | |
| - | | |
| - | | |
| 834 | |
Milling Costs | |
| C | | |
| 2,324 | | |
| 1,383 | | |
| - | | |
| - | | |
| 3,707 | | |
| 2,322 | | |
| 1,353 | | |
| - | | |
| - | | |
| 3,675 | |
Total cash production cost | |
| | | |
$ | 18,258 | | |
$ | 5,498 | | |
$ | - | | |
$ | - | | |
$ | 23,756 | | |
$ | 19,919 | | |
$ | 4,986 | | |
$ | - | | |
$ | - | | |
$ | 24,905 | |
General and administrative | |
| | | |
| 1,920 | | |
| 715 | | |
| 86 | | |
| 3,650 | | |
| 6,371 | | |
| 1,890 | | |
| 645 | | |
| 129 | | |
| 3,557 | | |
| 6,221 | |
Amortization included in general and administrative | |
| | | |
| (132 | ) | |
| (86 | ) | |
| (59 | ) | |
| (148 | ) | |
| (425 | ) | |
| (139 | ) | |
| (91 | ) | |
| (87 | ) | |
| (149 | ) | |
| (466 | ) |
Property evaluation and business development | |
| | | |
| - | | |
| - | | |
| 7 | | |
| 102 | | |
| 109 | | |
| - | | |
| - | | |
| - | | |
| 132 | | |
| 132 | |
Government fees and other taxes | |
| | | |
| 555 | | |
| 101 | | |
| 1 | | |
| - | | |
| 657 | | |
| 661 | | |
| 123 | | |
| - | | |
| - | | |
| 784 | |
Reclamation accretion | |
| | | |
| 35 | | |
| 11 | | |
| 7 | | |
| - | | |
| 53 | | |
| 44 | | |
| 12 | | |
| 7 | | |
| - | | |
| 63 | |
Lease payment | |
| | | |
| - | | |
| - | | |
| - | | |
| 64 | | |
| 64 | | |
| - | | |
| - | | |
| - | | |
| 168 | | |
| 168 | |
Adjustment for aggregate plant operations | |
| | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Sustaining capital expenditures | |
| | | |
| 7,719 | | |
| 1,754 | | |
| 51 | | |
| 9 | | |
| 9,533 | | |
| 10,910 | | |
| 1,357 | | |
| - | | |
| 3 | | |
| 12,270 | |
All-in sustaining production
cost | |
| D | | |
$ | 28,355 | | |
$ | 7,993 | | |
$ | 93 | | |
$ | 3,677 | | |
$ | 40,118 | | |
$ | 33,285 | | |
$ | 7,032 | | |
$ | 49 | | |
$ | 3,711 | | |
$ | 44,077 | |
Non-sustaining capital expenditures | |
| | | |
| 5,337 | | |
| 229 | | |
| - | | |
| - | | |
| 5,566 | | |
| 5,188 | | |
| 438 | | |
| 189 | | |
| - | | |
$ | 5,815 | |
All in production cost | |
| E | | |
$ | 33,692 | | |
$ | 8,222 | | |
$ | 93 | | |
$ | 3,677 | | |
$ | 45,684 | | |
$ | 38,473 | | |
$ | 7,470 | | |
$ | 238 | | |
$ | 3,711 | | |
$ | 49,892 | |
Ore mined (’000s) | |
| F | | |
| 213.748 | | |
| 89.472 | | |
| - | | |
| - | | |
| 303.220 | | |
| 214.038 | | |
| 86.066 | | |
| - | | |
| - | | |
| 300.104 | |
Ore shipped (’000s) | |
| G | | |
| 219.981 | | |
| 89.472 | | |
| - | | |
| - | | |
| 309.453 | | |
| 221.386 | | |
| 86.066 | | |
| - | | |
| - | | |
| 307.452 | |
Ore milled (’000s) | |
| H | | |
| 208.809 | | |
| 86.286 | | |
| - | | |
| - | | |
| 295.095 | | |
| 212.055 | | |
| 86.121 | | |
| - | | |
| - | | |
| 298.176 | |
Per tonne Production cost | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Cash mining cost ($/tonne) | |
| I=A/F | | |
| 71.17 | | |
| 45.99 | | |
| - | | |
| - | | |
| 63.74 | | |
| 78.32 | | |
| 42.21 | | |
| - | | |
| - | | |
| 67.96 | |
Shipping costs ($/tonne) | |
| J=B/G | | |
| 3.28 | | |
| - | | |
| - | | |
| - | | |
| 2.33 | | |
| 3.77 | | |
| - | | |
| - | | |
| - | | |
| 2.71 | |
Cash milling costs ($/tonne) | |
| K=C/H | | |
| 11.13 | | |
| 16.03 | | |
| - | | |
| - | | |
| 12.56 | | |
| 10.95 | | |
| 15.71 | | |
| - | | |
| - | | |
| 12.32 | |
Cash production costs ($/tonne) | |
| L=I+J+K | | |
$ | 85.58 | | |
$ | 62.02 | | |
$ | - | | |
$ | - | | |
$ | 78.63 | | |
$ | 93.04 | | |
$ | 57.92 | | |
$ | - | | |
$ | - | | |
$ | 82.99 | |
All-in sustaining production
costs ($/tonne) | |
| M=(D-A-B-C)/H+L | | |
$ | 133.94 | | |
$ | 90.94 | | |
$ | - | | |
$ | - | | |
$ | 134.08 | | |
$ | 156.07 | | |
$ | 81.68 | | |
$ | - | | |
$ | - | | |
$ | 147.29 | |
All in costs ($/tonne) | |
| N=M+(E-D)/H | | |
$ | 159.49 | | |
$ | 93.59 | | |
$ | - | | |
$ | - | | |
$ | 152.94 | | |
$ | 180.54 | | |
$ | 86.76 | | |
$ | - | | |
$ | - | | |
$ | 166.79 | |
* | The operation of the aggregate plant is considered an integrated part of the operations at the
Ying Mining District, and its revenue is treated as credits to offset its production costs. |
12. | Material Accounting Policies, Judgments, and Estimates |
| (a) | Material Accounting Policies |
The accounting policies applied in the
preparation of these unaudited condensed interim consolidated financial statements are consistent with those applied and disclosed in
the audited financial statements for the year ended March 31, 2023 with the exception of the mandatory adoption of certain noted below:
| Management’s Discussion and Analysis | Page 28 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
Amendment to IAS 12 - Deferred Tax related to Assets
and Liabilities arising from a Single Transaction
The amendments to IAS 12 clarify that the initial recognition
exemption does not apply to transactions in which equal amounts of deductible and taxable temporary differences arise on initial recognition.
The adoption of this amendment did not have a material impact on the Company.
Amendments to IAS 1 and IFRS Practice Statement 2
– Disclosure of Accounting policies
The amendments require that an entity
discloses its material accounting policies, instead of its significant accounting policies. Further amendments explain how an entity can
identify a material accounting policy. Examples of when an accounting policy is likely to be material are added. To support the amendment,
the IASB has also developed guidance and examples to explain and demonstrate the application of the ‘four-step materiality process’
described in IFRS Practice Statement 2. This amendment did not have a material impact on the Company’s condensed interim consolidated
financial statements.
(b) | Critical Judgments and Estimates |
The preparation of financial statements
in conformity with IFRS requires management to make estimates and assumptions that affect the amounts reported on the consolidated financial
statements. These critical accounting estimates represent management estimates and judgements that are uncertain and any changes in these
estimates could materially impact the Company’s consolidated financial statements. Management continuously reviews its estimates
and assumptions using the most current information available. The Company’s critical accounting policies, judgements and estimates
are described in Note 2 of the unaudited condensed consolidated interim financial statements for the three months ended June 30, 2023,
as well as the audited financial statements for the year ended March 31, 2023.
13. | New Accounting Standards |
Certain new accounting standards and
interpretations have been published that are not mandatory for the current period and have not been early adopted. Management is still
evaluating and does not expect any such pronouncements to have a material impact on the Company’s consolidated financial statements
upon adoption.
14. | Other MD&A Requirements |
Additional information relating to the Company:
(a) | may be found on SEDAR at www.sedarplus.ca; |
(b) | may be found on EDGAR at www.sec.gov; |
(c) | may be found at the Company’s website www.silvercorp.ca; |
(d) | may be found in the Company’s Annual Information Form; and |
(e) | is also provided in the Company’s annual audited consolidated financial statements as of March 31, 2023. |
15. | Outstanding Share Data |
As at the date of this MD&A, the following securities
were outstanding:
(a) Share Capital
Authorized - unlimited number of common shares without par
value.
Issued and outstanding – 176,816,488 common shares
with a recorded value of $256.1 million
Shares subject to escrow or pooling agreements - $nil.
(b) Options
As at the date of this MD&A, the outstanding options comprise
the following:
| Management’s Discussion and Analysis | Page 29 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
Number of Options | | |
Exercise Price (CAD$) | | |
Expiry Date |
| 478,000 | | |
$ | 3.93 | | |
4/26/2027 |
| 60,000 | | |
$ | 4.08 | | |
2/23/2028 |
| 493,668 | | |
$ | 5.46 | | |
5/26/2025 |
| 390,000 | | |
$ | 9.45 | | |
11/11/2025 |
| 1,421,668 | | |
| | | |
|
(c) Restricted Share Units (RSUs)
Outstanding – 2,919,809 RSUs with an average grant date
closing price of CAD$5.26 per share.
16. | Disclosure Controls and Procedures |
Disclosure controls and procedures (a)
under Canadian law, are designed to provide reasonable assurance that material information is gathered and reported to senior management,
including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), as appropriate to allow
for timely decision about public disclosure, and (b) under U.S. law, are designed to ensure that information required to be disclosed
by the Company in the reports that it files or submits under the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange
Act”) is recorded, processed, summarized and reported, within the time periods specified in the U.S. Securities and Exchange Commission’s
rules and forms, and include, without limitation, controls and procedures designed to ensure that information required to be disclosed
by the Company in the reports that it files or submits under the U.S. Exchange Act is accumulated and communicated to the Company’s
management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Management of the Company, including
the CEO and CFO, is responsible for establishing and maintaining adequate disclosure controls and procedures. Under the supervision and
with the participation of the CEO and CFO, management has evaluated the effectiveness of the design and operation of the Company’s
disclosure controls and procedures in accordance with requirements of National Instrument 52-109 of the Canadian Securities Commission
(“NI 52-109”) and U.S. Exchange Act.
As of June 30, 2023, based on the evaluation,
management concluded that the disclosure controls and procedures are effective in providing reasonable assurance that the information
required to be disclosed in annual filings, interim filings, and other reports the Company filed or submitted under United States and
Canadian securities legislation were recorded, processed, summarized and reported within the time periods specified in those rules.
17. | Management’s Report on Internal Control over Financial Reporting |
Management of the Company is responsible
for establishing and maintaining an adequate system of internal control, including internal controls over financial reporting. Internal
control over financial reporting is a process designed by and/or under the supervision of the CEO and CFO and effected by the Board, management
and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with IFRS as issued by IASB. The Company’s internal control over financial reporting
includes those policies and procedures that:
● | pertain to maintaining records, that in reasonable detail, accurately and fairly reflect our transactions and dispositions of the
assets of the Company; |
● | provide reasonable assurance that transactions are recorded as necessary for preparation of our consolidated financial statements
in accordance with generally accepted accounting principles; |
● | provide reasonable assurance that receipts and expenditures are made in accordance with authorizations of management and the directors
of the Company; and |
● | provide reasonable assurance that unauthorized acquisition, use or disposition of company assets that
could have a material effect on the Company’s consolidated financial statements would be prevented or detected on a timely basis. |
| Management’s Discussion and Analysis | Page 30 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
The Company’s management, including
its Chief Executive Officer and Chief Financial Officer, believes that due to its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements on a timely basis. In addition, projections of any evaluation of the effectiveness of
internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management evaluates
the effectiveness of the Company’s internal control over financial reporting based upon the criteria set forth in Internal Control
– Integrated Framework (2013) issued by the Committee of Sponsoring Organization of the Treadway Commission. Based on the evaluation,
management concluded that the Company’s internal control over financial reporting as of June 30, 2023 was effective and provides
a reasonable assurance of the reliability of the Company’s financial reporting and preparation of the financial statements.
18. | Changes in Internal Control
over Financial Reporting |
There has been no change in the Company’s
internal control over financial reporting during the period ended June 30, 2023 that has materially affected or is reasonably likely to
materially affect, its internal control over financial reporting.
On August 6, 2023, the Company and OreCorp
Limited(ASX: ORR) (“OreCorp”) announce the signing of a binding scheme implementation deed (the “Agreement”)
whereby Silvercorp will acquire all fully-paid ordinary shares of OreCorp not held by Silvercorp or its associates (the “OreCorp
Shares”), pursuant to an Australian scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth) (the “Scheme”),
subject to the satisfaction of various conditions.
Under the terms of the Agreement, Silvercorp
or a wholly owned subsidiary will, subject to the satisfaction of various conditions, acquire the OreCorp Shares by means of a court-sanctioned
scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth), whereby each holder of OreCorp Shares will receive, for
each OreCorp Share held, A$0.15 in cash and 0.0967 of a Silvercorp common share valued at A$0.45 for a total implied consideration of
A$0.60 per OreCorp Share.1
The implied consideration of A$0.60 per
OreCorp share represents a 41.7% premium to the 20-day VWAP of OreCorp’s shares on the ASX for the period ending August 4, 2023
and values OreCorp at approximately A$242 million on a fully-diluted-in-the-money basis. Existing OreCorp shareholders will own 17.8%
of Silvercorp’s common shares outstanding on a fully-diluted in-the-money basis following implementation of the Scheme.
Concurrent with entering into the Agreement,
Silvercorp and OreCorp have also entered into a placement agreement, whereby 70,411,334 new fully-paid ordinary shares of OreCorp will
be issued to Silvercorp at a price of A$0.40 per OreCorp Share for aggregate proceeds of approximately A$28 million (the “Placement”).
The Placement will occur in two tranches, with the first tranche (for aggregate proceeds of A$18 million) to complete on the third business
day after execution of the Agreement and the second tranche (for aggregate proceeds of approximately A$10 million) to complete 10 business
days thereafter. Upon completion of the Placement, Silvercorp will hold approximately 15% of the total outstanding ordinary shares of
OreCorp. Proceeds from the Placement will be used to immediately commence resettlement activities as contemplated in the Relocation Action
Plan, facilitating the prompt development of the Nyanzaga Gold Project, located in the Mwanza region, Tanzania. OreCorp holds an
84% interest in the Nyanzaga Gold Project, in partnership with the Government of Tanzania.
1 Based
on the 20-day volume weighted average price of Silvercorp’s common shares on the NYSE American for the period ended August 3, 2023,
converted to Australian dollars using a U.S. dollar to Australian dollar foreign exchange rate of 1.526.
| Management’s Discussion and Analysis | Page 31 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
The OreCorp Board has unanimously approved
the transaction and recommends that all OreCorp shareholders vote in favour of the Scheme at the meeting of the shareholders of OreCorp
(the “Scheme Meeting”), in the absence of a Superior Proposal and subject to the independent expert to be appointed
by OreCorp (the “Independent Expert”) concluding (and continuing to conclude) that the Scheme is in the best interests
of OreCorp shareholders. Subject to those same qualifications, each director of OreCorp intends to vote, or cause to be voted, all OreCorp
Shares held or controlled by them (representing 4.6% of OreCorp’s issued shares as at the date of this announcement) in favour of
the Scheme at the Scheme Meeting.
The Scheme is subject to customary closing conditions for
a transaction of this nature, including:
● | OreCorp shareholders approving the Scheme at the Scheme Meeting; |
● | Approval of the Federal Court of Australia; |
● | Completion of the Placement; |
● | The Independent Expert issuing an Independent Expert’s Report which concludes (and continues to conclude) that the Scheme is
in the best interests of OreCorp shareholders; |
● | Tanzanian Fair Competition Commission and any other applicable approvals; |
● | Foreign Investment Review Board approval in Australia, if required; |
● | OreCorp performance rights and OreCorp options being dealt with such that none will remain in existence on completion of the Scheme; |
● | No material adverse change and no prescribed occurrence in relation to either Silvercorp or OreCorp; |
● | Approval for quotation on TSX and NYSE of the Silvercorp common shares to be issued to OreCorp shareholders as the scrip component
of the consideration; and |
● | Other customary conditions. |
Under the Agreement, Silvercorp has agreed
to use reasonable endeavours to apply for admission of Silvercorp to the official list of Australian Securities Exchange (the “ASX”).
If ASX has provided Silvercorp with conditional approval for admission to the official list of ASX by the business day before the date
of the second court hearing, OreCorp shareholders (other than ineligible shareholders) may elect to receive the scrip component of the
consideration in the form of CHESS Depositary Interests (which may be traded on ASX) instead of in the form of Silvercorp common shares.
If conditional approval is not provided by ASX by the business day before the date of the second court hearing, all OreCorp shareholders
(other than ineligible shareholders) would receive the scrip component of the consideration in the form of Silvercorp shares, tradable
on the TSX and NYSE.
The Agreement also contains customary
deal protection mechanisms, including no talk and no due diligence provisions, (subject to a fiduciary out exception) and no shop, as
well as notification and matching rights for Silvercorp in the event of a competing proposal. The transaction may incur a capital gains
tax payable under Tanzanian legislation. A break fee of approximately A$2.8 million shall be payable by OreCorp to Silvercorp if the Agreement
is terminated as a result of certain specified circumstances.
| 20. | Directors and Officers |
As at the date of this MD&A, the Company’s directors
and officers are as follows:
Directors |
|
Officers |
Dr. Rui Feng, Director, Chairman |
|
Rui Feng, Chief Executive Officer |
Yikang Liu, Director |
|
Derek Liu, Chief Financial Officer |
Paul Simpson, Director |
|
Lon Shaver, Vice President |
David Kong, Director |
|
Jonathan Hoyles, Corporate Secretary and General Legal Counsel |
Marina A. Katusa, Director |
|
|
| Management’s Discussion and Analysis | Page 32 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
Ken Robertson, Director
Technical Information
Scientific and technical information
contained in this MD&A has been reviewed and approved by Mr. Guoliang Ma, P.Geo., Manager of Exploration and Resources of the Company
and a Qualified Person as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”)
Forward Looking Statements
Certain of the statements and information
in this MD&A constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation
Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian provincial securities laws.
Any statements or information that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections,
objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects”,
“is expected”, “anticipates”, “believes”, “plans”, “projects”, “estimates”,
“assumes”, “intends”, “strategies”, “targets”, “goals”, “forecasts”,
“objectives”, “budgets”, “schedules”, “potential” or variations thereof or stating that
certain actions, events or results “may”, “could”, “would”, “might” or “will”
be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and
may be forward-looking statements or information. Forward-looking statements or information relate to, among other things:
| ● | the price of silver and other metals; |
| ● | estimates of the Company’s revenues and capital expenditures; |
| ● | estimated ore production and grades from the Company’s mines in the Ying Mining District and the GC Mine; |
| ● | projected cash operating costs and all-in sustaining costs, and budgets, on a consolidated and mine-by-mine basis; |
| ● | statements regarding anticipated exploration, drilling, development, construction, and other activities or achievements of the
Company; |
| ● | statements regarding the proposed transactions between the Company and Celsius; |
| ● | statements regarding the proposed transactions between the Company and OreCorp; |
| ● | plans, projections and estimates included in the Fiscal 2024 Guidance |
| ● | timing of receipt of permits, licenses, and regulatory approvals. |
Forward-looking statements or information
are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ
from those reflected in the forward-looking statements or information, including, without limitation, risks relating to,
| ● | fluctuating commodity prices; |
| ● | fluctuating currency exchange rates; |
| ● | exploration and development programs; |
| ● | feasibility and engineering reports; |
| ● | title to our properties; |
| ● | operations and political conditions; |
| ● | regulatory environment in China, Mexico and Canada; |
| Management’s Discussion and Analysis | Page 33 |
SILVERCORP METALS INC. |
Management’s Discussion and Analysis |
For the Three Months Ended June 30, 2023 |
(Tabular amounts are expressed in thousands of U.S. dollars, except share, per share cost and production data or otherwise stated) |
| ● | the completion and timing of the proposed transactions between the Company and Celsius; |
| ● | the completion and timing of the proposed transactions between the Company and OreCorp; |
| ● | general economic conditions; and |
| ● | matters referred to in this MD&A under the heading “Risks and Uncertainties” and
other public filings of the Company. |
This list is not exhaustive of the
factors that may affect any of the Company’s forward-looking statements or information. Forward-looking statements or information
are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions
may differ materially from those expressed or implied in the forward-looking statements or information. Although the Company has attempted
to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not
to be as anticipated, estimated, described or intended. Accordingly, readers should not place undue reliance on forward-looking statements
or information.
The Company’s forward-looking
statements and information are necessarily based on a number of estimates, assumptions, beliefs, expectations and opinions of management
as of the date of this MD&A that, while considered reasonable by management of the Company, are inherently subject to significant
business, economic and competitive uncertainties and contingencies. These estimates, assumptions, beliefs, expectations and options include,
but are not limited to, those related to the Company’s ability to carry on current and future operations, including: the duration
and effects of COVID-19 on our operations and workforce; development and exploration activities; the timing, extent, duration and economic
viability of such operations; the accuracy and reliability of estimates, projections, forecasts, studies and assessments; the Company’s
ability to meet or achieve estimates, projections and forecasts; the availability and cost of inputs; the price and market for outputs;
foreign exchange rates; taxation levels; the timely receipt of necessary approvals, licenses or permits; the ability to meet current and
future obligations; the ability to obtain timely financing on reasonable terms when required; the current and future social, economic
and political conditions; and other assumptions and factors generally associated with the mining industry.
Other than as required by applicable
securities laws, the Company does not assume any obligation to update forward-looking statements and information if circumstances or management’s
assumptions, beliefs, expectations or opinions should change, or changes in any other events affecting such statements or information.
Assumptions may prove to be incorrect and actual results may differ materially from those anticipated. Consequently, guidance cannot be
guaranteed. For the reasons set forth above, investors should not place undue reliance on forward-looking statements and information.
| Management’s Discussion and Analysis | Page 34 |
Exhibit 99.3
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Rui Feng, Chief Executive Officer of Silvercorp Metals Inc. certify
the following:
| 1. |
Review: I have reviewed the interim financial report and interim MD&A (together, the
“interim filings”) of Silvercorp Metals Inc. (the “issuer”) for the interim period ended June 30, 2023. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the
interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that
is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered
by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim
financial report together with the other financial information included in the interim filings fairly present in all material respects
the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim
filings. |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those
terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the
issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s
other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance
that |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period
in which the interim filings are being prepared; and |
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports
filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified
in securities legislation; and |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s
GAAP. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s)
and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO). |
| 5.2 | ICFR – material weakness relating to design: The issuer has disclosed in its interim
MD&A for each material weakness relating to design existing at the end of the interim period |
| (a) | a description of the material weakness; |
| (b) | the impact of the material weakness on the issuer’s financial reporting and its ICFR; and |
| (c) | the issuer’s current plans, if any, or any actions already undertaken, for remediating the material
weakness. |
| 6. |
Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s
ICFR that occurred during the period beginning on April 1, 2023 and ended on June 30, 2023 that has materially affected, or is reasonably
likely to materially affect, the issuer’s ICFR. |
Date: August 10, 2023
/s/ “Rui Feng”
Rui Feng
Chief Executive Officer
2
Exhibit 99.4
Form 52-109F2
Certification of
Interim Filings
Full Certificate
I, Derek Liu, Chief Financial Officer of Silvercorp
Metals Inc. certify the following:
| 1. | Review:
I have reviewed the interim financial report and interim MD&A (together, the
“interim filings”) of Silvercorp Metals Inc. (the “issuer”)
for the interim period ended June 30, 2023. |
| 2. | No
misrepresentations: Based on my knowledge, having exercised reasonable diligence,
the interim filings do not contain any untrue statement of a material fact or omit to state
a material fact required to be stated or that is necessary to make a statement not misleading
in light of the circumstances under which it was made, with respect to the period covered
by the interim filings. |
| 3. | Fair
presentation: Based on my knowledge, having exercised reasonable diligence, the interim
financial report together with the other financial information included in the interim filings
fairly present in all material respects the financial condition, financial performance and
cash flows of the issuer, as of the date of and for the periods presented in the interim
filings. |
| 4. | Responsibility:
The issuer’s other certifying officer(s) and I are responsible for establishing
and maintaining disclosure controls and procedures (DC&P) and internal control over financial
reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification
of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 5. | Design:
Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s
other certifying officer(s) and I have, as at the end of the period covered by the interim
filings |
| (a) | designed
DC&P, or caused it to be designed under our supervision, to provide reasonable assurance
that |
| (i) | material
information relating to the issuer is made known to us by others, particularly during the
period in which the interim filings are being prepared; and |
| (ii) | information
required to be disclosed by the issuer in its annual filings, interim filings or other reports
filed or submitted by it under securities legislation is recorded, processed, summarized
and reported within the time periods specified in securities legislation; and |
| (b) | designed
ICFR, or caused it to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control
framework: The control framework the issuer’s other certifying officer(s) and
I used to design the issuer’s ICFR is the Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). |
| 5.2 | ICFR
– material weakness relating to design: The issuer has disclosed in its interim
MD&A for each material weakness relating to design existing at the end of the interim
period |
| (a) | a
description of the material weakness; |
| (b) | the
impact of the material weakness on the issuer’s financial reporting and its ICFR; and |
| (c) | the
issuer’s current plans, if any, or any actions already undertaken, for remediating
the material weakness. |
| 6. | Reporting
changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s
ICFR that occurred during the period beginning on April 1, 2023 and ended on June 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s
ICFR. |
Date: August 10, 2023
/s/ “Derek Liu”
Derek Liu
Chief Financial Officer
2
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