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AMENDED AND SUPPLEMENTED, AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY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 | |