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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2020. Commission File Number 001-33621

 

ALEXCO RESOURCE CORP.

 

(Translation of registrant's name into English)

 

Suite 1225, Two Bentall Centre

555 Burrard Street, Box 216

Vancouver, BC V7X 1M9 Canada

 

(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 o Form 40-F ý

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): [           ]

 

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): [           ]

 

 

 
 

 

SUBMITTED HEREWITH

Exhibit    
     
99.1   Interim Condensed Consolidated Financial Statements for the Three and Six Month Periods Ended June 30, 2020 and 2019
99.2   Management’s Discussion and Analysis for the Three and Six Month Period Ended June 30, 2020
99.3   Form 52-109F2 - Certification of Interim Filings - Full Certificate - CEO
99.4   Form 52-109F2 - Certification of Interim Filings - Full Certificate - CFO

 

 

 
 

 

SIGNATURES

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

      ALEXCO RESOURCE CORP.
      (Registrant)
       
    By: /s/ Mike Clark  
Date: August 12, 2020    

Mike Clark

Chief Financial Officer

 

Exhibit 99.1

 

 

 

 

 

 

 
 
 
ALEXCO RESOURCE CORP.
 
 
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED
JUNE 30, 2020 AND 2019
(unaudited)
 
 
 
 

 

 

 

 

 

 

 

 

 

 

 

 
 

 

 

ALEXCO RESOURCE CORP.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

AS AT JUNE 30, 2020

(unaudited - expressed in thousands of Canadian dollars)  Note  June 30
 2020
 

December 31

2019      

          
          
          
Current Assets               
    Cash and cash equivalents       $17,799   $6,841 
    Accounts and other receivables        1,977    6,534 
    Investments   5    187    405 
    Inventories        5,404    1,285 
    Prepaid expenses and other        1,395    652 
         26,762    15,717 
                
Non-Current Assets               
   Restricted cash and deposits        2,913    2,777 
   Investments   5    3,688    924 
   Inventories        —      4,282 
   Property, plant and equipment   6,9    14,281    16,048 
   Mineral properties   7    92,878    89,507 
   Embedded derivative asset   8    11,678    15,160 
   Other assets        —      938 
                
Total Assets       $152,200   $145,353 
                
LIABILITIES AND SHAREHOLDERS’ EQUITY               
                
Current Liabilities               
    Accounts payable and accrued liabilities       $2,120   $5,143 
    Lease liabilities   9    182    406 
    Environmental services contract loss provision        55    78 
    Deferred revenue        28    884 
    Flow-through share premium pending renunciation        83    205 
         2,468    6,716 
Non-Current Liabilities               
   Lease liabilities   9    824    1,040 
   Decommissioning and rehabilitation provision   10    6,690    6,202 
   Deferred income tax liabilities        4,212    4,725 
                
Total Liabilities        14,194    18,683 
                
Shareholders' Equity        138,006    126,670 
                
Total Liabilities and Shareholders' Equity       $152,200   $145,353 
                
                
COMMITMENTS   19           
SUBSEQUENT EVENTS   20           

 

 

APPROVED ON BEHALF OF    
THE BOARD OF DIRECTORS    
     
“Terry Krepiakevich”   “Elaine Sanders”
     
(signed)   (signed)
     
Director   Director

 

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

 

 

Alexco Resource Corp. | 1 

 

 

 

ALEXCO RESOURCE CORP.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30

(unaudited - expressed in thousands of Canadian dollars, except per share and share amounts)     Three months ended  Six months ended
   Note  2020  2019  2020  2019
                
Revenues                         
    Reclamation management revenue        871    858    1,438    1,148 
                          
Cost of Sales                         
   Reclamation management costs        895    968    1,435    1,285 
Total Gross Profit (Loss)        (24)   (110)   3    (137)
                          
Expenses                         
                          
    General and administrative expenses   12    1,526    1,499    3,334    4,167 
    Mine site care and maintenance   13    1,228    455    2,041    1,079 
         2,754    1,954    5,375    5,246 
                          
Operating Loss        (2,778)   (2,064)   (5,372)   (5,383)
                          
Other Income (Expenses)                         
Other income and expenses   14    219    (167)   203    (400)
    Gain (loss) on embedded derivative   8    (11,579)   1,005    (3,482)   6,487 
Income (Loss) Before Taxes        (14,138)   (1,226)   (8,651)   704 
                          
Income Tax Provision                         
    Deferred        (1,909)   47    (1,139)   609 
Net Income (Loss) from Continued Operations        (12,229)   (1,273)   (7,512)   95 
                          
Discontinued Operations                         
                          
     Income (loss) net of tax from discontinued operations   4    —      (198)   7,336    (359)
                          
Net Income (Loss)        (12,229)   (1,471)   (176)   (264)
                          
Other Comprehensive Income (Loss)                         
 Gain (loss) on FVTOCI investments, net of tax        2,399    66    1,830    (17)
     Items that may be reclassified subsequently to net loss                         
         Cumulative translation adjustments, net of tax        —      (52)   —      (111)
Other Comprehensive Income (Loss)        2,399    14    1,830    (128)
                          
Total Comprehensive Income (Loss)       $(9,830)  $(1,457)  $1,654   $(392)
                          
Basic and diluted income (loss) per common share                         
Continuing operations       $(0.10)  $(0.01)  $(0.06)  $—   
Discontinued operations       $—     $—     $0.06   $—   
                          
Weighted average number of common shares outstanding                         
Basic        124,814,761    111,669,003    122,491,528    110,043,247 
Diluted        127,666,118    113,475,714    125,033,231    112,030,851 

 

 

 

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

 

 

Alexco Resource Corp. | 2 

 

 

ALEXCO RESOURCE CORP.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020 AND 2019

(unaudited - expressed in thousands of Canadian dollars)  Three months ended  Six months ended
   2020  2019  2020  2019
             
             
             
Cash Flows used in Operating Activities                    
    Net income (loss) from continuing operations  $(12,229)  $(1,273)  $(7,512)  $95 
    Items not affecting cash from operations:                    
       Environmental services contract loss provision   (11)   22    (25)   26 
       Depreciation of fixed assets and right-of-use assets   431    428    830    828 
       Amortization of intangible assets   —      1    3    3 
       Share-based compensation expense   518    530    936    1,649 
       Finance costs, foreign exchange and other   33    (9)   (42)   (120)
       Derivative asset (gain) loss   11,579    (1,005)   3,482    (6,487)
       Unrealized (gain) loss on investments   (201)   5    (169)   20 
       Deferred income tax provision   (1,909)   47    (1,139)   609 
    Changes in non-cash working capital balances related to operations                    
      (Increase) decrease in accounts and other receivables   424    7    (1,602)   125 
      (Increase) decrease in inventories   19    (4)   1    33 
      (Increase) decrease in prepaid expenses and other current assets   (686)   120    (900)   391 
      Increase in deferred revenue   (14)   —      (82)   —   
      Increase (decrease) in accounts payable and accrued liabilities   (777)   (218)   385    60 
Cash used in operating activities from continuing operations   (2,823)   (1,349)   (5,834)   (2,768)
Cash from operating activities from discontinued operations   —      (2,696)   417    (1,921)
Cash used in operating activities   (2,823)   (4,045)   (5,417)   (4,689)
                     
Cash Flows (used in) from Investing Activities                    
    Expenditures on mineral properties   (1,444)   (1,128)   (3,310)   (2,555)
    Purchase or disposal of property, plant and equipment   (544)   (1)   (680)   (20)
    Purchase of investments   (256)        (256)     
    (Increase) decrease in restricted cash   194    —      (198)   —   
    Proceeds from sale of discontinued operations   —      —      12,100    —   
Cash (used in) from investing activities from continuing operations   (2,050)   (1,129)   7,656    (2,575)
Cash (used in) from investing activities from discontinued operations   —      (107)   (40)   (107)
Cash (used in) from investing activities   (2,050)   (1,236)   7,616    (2,682)
                     
Cash Flows from (used in) Financing Activities                    
    Proceeds from  issuance of shares   —      12,135    8,626    12,135 
    Issuance costs   7    (1,299)   (856)   (1,299)
    Repayment of lease liabilities   (76)   (43)   (147)   (114)
    Proceeds from exercise of stock options   433    —      839    59 
Cash (used in) from financing activities from continuing operations   364    10,793    8,462    10,781 
Cash (used in) from financing activities from discontinued operations   —      (101)   (40)   (183)
Cash (used in) from financing activities   364    10,692    8,422    10,598 
                     
Increase (Decrease) in Cash and Cash Equivalents   (4,509)   8,315    10,621    5,438 
Change of Cash of Discontinued Operations   —      (2,904)   337    (2,211)
Cash and Cash Equivalents - Beginning of Period   22,308    6,392    6,841    8,576 
                     
Cash and Cash Equivalents - End of Period  $17,799   $11,803   $17,799   $11,803 
                     
SUPPLEMENTAL CASH FLOW INFORMATION (see note 16)                    
                     

 

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

 

 

Alexco Resource Corp. | 3 

 


 

ALEXCO RESOURCE CORP.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2020 AND 2019

 

 

 

   Common Shares                  
   Number of Shares 

 

Amount

 

 

Warrants

  Share Options, DSU's and RSU's  Contributed Surplus  Accumulated Deficit  Accumulated Other Comprehensive Income (Loss)  Total
                         
                         
                         
Balance - December 31, 2019   119,150,667   $229,112   $1,560   $8,645   $19,348   $(130,713)  $(1,282)  $126,670 
                                         
Net loss   —      —      —      —      —      (176)   —      (176)
Other comprehensive income   —      —      —      —      —      —      1,830    1,830 
Share-based compensation
expense recognized
   —      —      —      1,075    —      —      —      1,075 
Equity Offering, net of issuance costs   4,662,675    7,768    —      —      —      —      —      7,768 
Exercise of share options   1,006,833    1,244    —      (405)   —      —      —      839 
Share options forfeited or expired   —      —      —      (1)   1    —      —      —   
Release of RSU settlement shares   256,997    365    —      (365)   —      —      —      —   
                                         
Balance - June 30, 2020   125,077,172   $238,489   $1,560   $8,949   $19,349   $(130,889)  $548   $138,006 
                                         
Balance - December 31, 2018   107,998,902   $212,903   $2,494   $5,841   $18,906   $(121,798)  $(1,716)  $116,630 
                                         
Net loss   —      —      —      —      —      (264)   —      (264)
Other comprehensive loss   —      —      —      —      —      —      (128)   (128)
Share-based compensation
expense recognized
   —      —      —      1,817    —      —      —      1,817 
Equity offering, net of issuance costs   8,342,200    10,363    104    —      —      —      —      10,467 
Credit Facility fee - Shares   171,480    211    —      —      —      —      —      211 
Exercise of share options   90,000    89    —      (29)   —      —      —      60 
Share options forfeited or expired   —      —      —      (442)   442    —      —      —   
Release of RSU settlement shares   391,988    636    —      (636)   —      —      —      —   
                                         
Balance - June 30, 2019   116,994,570    224,202    2,598    6,551    19,348    (122,062)   (1,844)   128,793 
                                         
                                         

 

 

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

 

 

Alexco Resource Corp. | 4 

ALEXCO RESOURCE CORP.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020 AND 2019

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

 

 

1.Description of Business and Nature of Operations

Alexco Resource Corp. (“Alexco” or the “Corporation”) was incorporated under the Business Corporations Act (Yukon) on December 3, 2004 and commenced operations on March 15, 2005. Effective December 28, 2007, it was continued under the Business Corporations Act (British Columbia). The Corporation operates a mining business, comprising mineral exploration and mine development in the Yukon Territory of Canada. During the first quarter of 2020 the Corporation completed the sale through a share purchase agreement (the “AEG Sale Agreement”) of Alexco Environmental Group (“AEG”). AEG has been a wholly owned subsidiary, operating an environmental services business since the Corporation’s inception. AEG provides consulting, remediation solutions, and project management services in respect of environmental permitting and compliance and site remediation, primarily in Canada and the United States (refer to Note 4).

The Corporation is in the process of exploring and developing its mineral properties. The recoverability of the amounts shown for mineral properties is dependent upon the existence of economically recoverable mineral resources or reserves, successful permitting, the ability of the Corporation to obtain necessary financing to complete exploration and development, and upon future profitable production or proceeds from disposition of each mineral property. The carrying amounts of mineral properties are based on a disposal of part of a mineral property interest, costs incurred to date, adjusted for depletion and impairments and do not necessarily represent present or future values.

Alexco is a public company which is listed on the Toronto Stock Exchange and the NYSE American Stock Exchange (under the symbol AXU). The Corporation’s corporate head office is located at Suite 1225, Two Bentall Centre, 555 Burrard Street, Box 216, Vancouver, BC, Canada, V7X 1M9.

2.CRITICAL JUDGEMENTS AND MAJOR SOURCES OF ESTIMATION UNCERTAINTY

In preparing the consolidated financial statements, the Corporation makes judgments in applying its accounting policies. The areas of policy judgment are consistent with those reported in Alexco’s 2019 annual consolidated financial statements. In addition, the Corporation makes assumptions about the future in deriving estimates used in preparing its consolidated financial statements. As disclosed in Alexco’s 2019 annual consolidated financial statements, sources of estimation uncertainty include estimates used to determine the recoverable amounts of long-lived assets, recoverable reserves and resources, the provision for income taxes and the related deferred tax assets and liabilities and the valuation of other assets and liabilities including decommissioning and restoration provisions.

·COVID-19

In March 2020, the World Health Organization declared a global pandemic related to COVID-19. The current and expected impacts on global commerce are anticipated to be far-reaching. To date there have been significant stock market declines and volatility, significant volatility in commodity and foreign exchange markets, restrictions on the conduct of business in many jurisdictions and the global movement of people and some goods has become restricted. There is significant ongoing uncertainty surrounding COVID-19 and the extent and duration of the impacts that it may have on demand and prices for the commodities that Alexco intends to produce, on Alexco’s suppliers, on Alexco’s employees and contractors and on global financial markets.

During the year the Corporation has made efforts to safeguard the health of its employees, while continuing to operate safely and maintaining essential business activity. In addition, in late March 2020, to support public health efforts in the Yukon, and in consideration of the uncertainty caused by the COVID-19 pandemic as previously described, the Corporation temporarily suspended underground development of the Flame & Moth and Bermingham deposits at Keno Hill. Costs to maintain the site and contractors on standby and other costs associated with a potential restart of development activities were expensed. In July 2020, the Corporation re-commenced underground development activities.

These measures combined with commodity market fluctuations resulting from COVID-19 have affected the value of the embedded derivative resulting in a loss of $3,482,000 during the six month period ended June 30, 2020. Assumptions about future commodity prices, exchange rates, and interest rates are subject to greater variability than normal, which could in future significantly affect the valuation of Alexco’s assets, both financial and non-financial.

 

Alexco Resource Corp. | 5 

ALEXCO RESOURCE CORP.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020 AND 2019

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

 

·Discontinued operation - AEG

Management’s judgment was required in assessing whether the sale of the subsidiary environmental business meets the criteria to be presented as a discontinued operation. Considerations included: whether there were separately identifiable operations from the remaining operations of the Corporation, and whether there are cash flows that can be distinguished. Management also noted that there are no remaining environmental consulting services performed by Alexco and that the subsidiary environmental business reported their separate financial results and cash flows to management and the board of directors and the chief operating decision maker of the Corporation. Management concluded that the subsidiary environmental business was a component that represents a separate major line of business and has accordingly applied the presentation for a discontinued operation.

3.Basis of Preparation and Statement of Compliance

These interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. These interim financial statements follow the same accounting policies and methods of computation as compared with the most recent annual financial statements, being for the year ended December 31, 2019, which were prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. Accordingly, these interim financial statements should be read in conjunction with the Corporation’s most recent annual financial statements. These interim condensed consolidated financial statements were approved for issuance by the Board of Directors on August 12, 2020.

These consolidated financial statements have been prepared on a going concern basis, under the historical cost method, except for derivative financial instruments, share-based compensation and certain financial assets which have been measured at fair value. All figures are expressed in Canadian dollars unless otherwise indicated.

4.Disposition of Subsidiary Business, AEG

On February 14, 2020 the Corporation completed the sale of AEG through the AEG Sale Agreement to AEG’s executive management. AEG has been a wholly owned subsidiary, operating an environmental services business since the Corporation’s inception, as well as Elsa Reclamation and Development Company Ltd. (“ERDC”), with both businesses providing environmental services to its clients. ERDC is specifically retained by the Federal Government of Canada as a paid contractor responsible on a continuing basis for the environmental care and maintenance and ultimate closure and reclamation of the former United Keno Hill Mines (“UKHM”) mineral properties. ERDC and AEG are separately identifiable entities that have their own operations and cashflows that allow them to be distinguished from each other. Upon entering the AEG Sale Agreement, the Corporation considered AEG to be a disposal group held-for-sale and a discontinued operation. The Corporation recorded a gain on disposal of $8,030,000. Under the terms of the AEG Sale Agreement, AEG’s executive management purchased all of the shares of AEG in consideration for payment to Alexco of $13,350,000. On February 14, 2020 Alexco received $12,100,000 in cash, with the balance of $1,250,000 receivable pursuant to a non-interest bearing promissory note that matures on February 14, 2021.

The carrying amounts of assets and liabilities included in the disposal group are as follows:

 

Alexco Resource Corp. | 6 

ALEXCO RESOURCE CORP.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020 AND 2019

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

 

  

 

June 30

2020

 

 

December 31

2019

Cash and cash equivalents
Accounts and other receivables
Inventories
Prepaid expenses
Property, plant and equipment
  $

   $

348

6,021

162

200

1,638

 
Other assets   —     935 
           
Assets of disposal group  $—     $9,304 

 

  

 

June 30

2020

 

 

December 31

2019

Accounts payable and accrued liabilities
Lease liabilities
  $

   $

1,767

356

 
Deferred revenue   —     775 
           
Liabilities of disposal group  $—     $2,898 

 

The net income (loss) reported in discontinued operations for the six month periods ended June 30, 2020 and 2019 is presented as follows:

  

 

2020

 

 

2019

 Environmental Services Revenue
Environmental Services Costs
General and administrative and other expenses
Deferred tax expense on sale of discontinued operations
  $

2,020

(1,237)

(1,263)

(214)

   $

14,779

(11,135)

(4,003)

 
Gain on sale of discontinued operations   8,030    —  
           
Income (loss) after tax from discontinued operations  $7,336   $(359)

5.Investments

 

  

 

June 30

2020

 

 

December 31

2019

       
Common shares held  $3,875   $1,289 
Warrants held   —      40 
           
Total investments   3,875    1,329 
Less: current portion   187    405 
           
   $3,688   $924 

 

As of June 30, 2020, the Corporation held 13,917,466 common shares of Banyan Gold Corp. (“Banyan”) (December 31, 2019 – 11,136,644) and 665,500 common shares of Golden Predator Mining Corp. (“Golden Predator”) (December 31, 2019 – 995,500). During the quarter, the Corporation exercised 1,780,822 Banyan warrants with an exercise price of $0.15 and 1,000,000 Banyan warrants with an exercise price of $0.09. The Corporation also held 300,000 warrants of Golden Predator (December 31, 2019 – 300,000) with an exercise price of $1.00 per share and an expiry date of December 21, 2020.

During the three and six month periods ended June 30, 2020, the Corporation recorded a pre-tax gain (loss) on investments of $201,000 and $169,000 (2019 – $(5,000) and $(19,000)), respectively, on warrants held in Banyan and Golden Predator. During the same periods, the Corporation also recorded in other comprehensive income a realized pre-tax gain on the sale of Golden Predator shares in the amount of $47,000 and $47,000 (2019 - $nil and $nil) and a fair value gain (loss) adjustment, net of tax of $2,642,000 and $2,073,000 (2019 – $66,000 and $(17,000)), respectively, on common shares held in Banyan and Golden Predator.

 

Alexco Resource Corp. | 7 

ALEXCO RESOURCE CORP.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020 AND 2019

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

 

6.Property, Plant and Equipment

 

 

 

 

Cost

 

 

Land and Buildings

 

 

Camp, Roads, and Other Site

 

 

 

Ore Processing Mill

 

 

Heavy Machinery and Equipment

 

 

 

Leasehold Improvements & Other

 

 

 

 

Total

                   
December 31, 2019  $1,709   $5,584   $23,256   $10,312   $1,503   $42,364 
Additions   —      115    —      522    —      637 
Disposal of AEG                  (2,212)   (427)   (2,639)
Change of estimate in decommission provision   —      —      227    —      —      227 
                               
June 30, 2020  $1,709   $5,699   $23,483   $8,622   $1,076   $40,589 

 

 

 

Accumulated Depreciation

 

 

 

Land and Buildings

 

 

 

Camp, Roads, and Other Site

 

 

Ore Processing Mill

  Heavy Machinery and Equipment 

 

Leasehold Improvements & Other

 

 

 

 

Total

                   
December 31, 2019  $507   $5,022   $12,620   $8,061   $1,456   $27,666 
Depreciation
Disposal of AEG
   39-    76-    591-    

209

(977)

    

9

(397)

    

924

(1,374)

 
                               
June 30, 2020  $546   $5,098   $13,211   $7,293   $1,068   $27,216 

 

 

 

 

Net book Value

 

 

 

Land and Buildings

 

 

 

Camp, Roads, and Other Site

 

 

Ore Processing Mill

  Heavy Machinery and Equipment 

 

Leasehold Improvements & Other

 

 

 

 

Total

                   
 December 31, 2019    $1,202   $562   $10,636   $2,251   $47   $14,698 
                                 
 June 30, 2020(i)   $1,163   $601   $10,272   $1,329   $8   $13,373 

(i)Refer to Note 9, as amount excludes ROU assets net book value of $908,000 as of June 30, 2020

 

During the three and six month periods ended June 30, 2020, the Corporation recorded total depreciation of property, plant and equipment of $434,000 and $924,000 (2019 – $526,000 and 968,000), respectively, of which $357,000 and $713,000 (2019 – $388,000 and $716,000) has been charged to income under general expenses and mine site care and maintenance, and $nil and $51,000 (2019 - $48,000 and $96,000) has been charged to discontinued operations.

Of the depreciation recorded for the three and six month month periods ended June 30, 2020, $77,000 and $160,000 (2019 – $90,000 and $156,000), respectively, was related to property, plant and equipment used in exploration activities and has been capitalized to mineral properties.

 

Alexco Resource Corp. | 8 

ALEXCO RESOURCE CORP.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020 AND 2019

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

 

7.Mineral Properties
          
  

December 31

2019

  Expenditures Incurred 

June 30

2020

          
Mineral Properties               
Keno Hill District Properties               
Bellekeno  $7,566   $262   $7,828 
Lucky Queen   941    80    1,021 
Onek   1,105    35    1,140 
McQuesteni   1,997    —      1,997 
Silver King   4,464    —      4,464 
Flame & Moth   28,904    496    29,400 
Bermingham   36,273    2,498    38,771 
Elsa Tailings   884    —      884 
     Other Keno Hill Properties   7,373    —      7,373 
                
Total  $89,507   $3,371   $92,878 

 

          
  

December 31

2018

  Expenditures Incurred 

December 31

2019

          
Mineral Properties               
Keno Hill District Properties               
Bellekeno  $7,123   $443   $7,566 
Lucky Queen   824    117    941 
Onek   1,065    40    1,105 
McQuesteni   1,997    —      1,997 
Silver King   4,464    —      4,464 
Flame & Moth   28,311    593    28,904 
Bermingham   32,084    4,189    36,273 
Elsa Tailings   884    —      884 
      Other Keno Hill Properties   5,474    1,899    7,373 
                
Total  $82,226   $7,281   $89,507 

 

(i)Effective May 24, 2017, and as amended on July 8, 2019, the Corporation entered into an option agreement for Banyan Gold Corp. (“Banyan”) to buy up to 100% of Alexco’s McQuesten property. In three stages, Banyan may earn up to 100% of the McQuesten property, by incurring a minimum $2,600,000 in exploration expenditures ($1,526,633 incurred to June 30, 2020), issue 1,600,000 shares (1,200,000 shares issued), pay in staged payments a total of $2,600,000 in cash or shares and grant Alexco a 6% net smelter return (“NSR”) royalty with buybacks totalling $7,000,000 to reduce to a 1% NSR royalty on gold and 3% NSR royalty on silver. As at June 30, 2020, the option agreement is in good standing.

 

   Mining Operations Properties  Exploration and Evaluation Properties 

 

 

Total

          
June 30, 2020               
Cost  $100,448   $82,889   $183,337 
Accumulated depletion and write-downs   (90,459)   —      (90,459)
Net book value  $9,989   $82,889   $92,878 
                
December 31, 2019               
Cost  $100,073   $79,893   $179,966 
Accumulated depletion and write-downs   (90,459)   —      (90,459)
Net book value  $9,614   $79,893   $89,507 
                

 

Alexco Resource Corp. | 9 

ALEXCO RESOURCE CORP.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020 AND 2019

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

 

8.Embedded Derivative Asset and Silver Stream
  

June 30

2020

 

December 31

2019

       
Embedded derivative asset – Beginning of period  $15,160   $9,671 
           
Fair value adjustment   (3,482)   5,489 
           
Embedded derivative asset – End of period  $11,678   $15,160 

 

 

On October 2, 2008 (with subsequent amendments on October 20, 2008, December 10, 2008, December 22, 2009, March 31, 2010, January 15, 2013, March 11, 2014 and June 16, 2014), the Corporation entered into a silver purchase agreement (the "SPA") with Wheaton under which Wheaton will receive 25% of the life of mine payable silver produced by the Corporation from its Keno Hill Silver District properties. The SPA anticipated that the initial silver deliveries would come from the Bellekeno property. Under the SPA, the Corporation received up-front deposit payments from Wheaton totaling US$50,000,000, and received further payments of the lesser of US$3.90 (increasing by 1% per annum after the third year of full production) and the prevailing market price for each ounce of payable silver delivered, if as and when delivered. After the initial 40 year term of the SPA, the Corporation is required to refund the balance of any advance payments received and not yet notionally reduced through silver deliveries. The Corporation would also be required to refund the balance of advance payments received and not yet reduced if Wheaton exercised its right to terminate the SPA in an event of default by the Corporation.

On March 29, 2017 the Corporation and Wheaton amended the SPA (the “Amended SPA”), such that Wheaton will continue to receive 25% of the life of mine payable silver from the Keno Hill Silver District with a variable production payment based on monthly silver head grade and monthly silver spot price. The actual monthly production payment from Wheaton will be determined based on the monthly average silver head grade at the mill and the monthly average silver spot price, as determined by a grade and pricing curve with an upper ceiling grade of 1,400 grams per tonne (“g/t”) silver and price of US$25 per ounce of silver and a floor grade of 600 g/t silver and price of US$13 per ounce of silver. Additional terms of the amendment include a date for completion of the 400 tonne per day mine and mill completion test, which on April 21, 2020 was reset to December 31, 2021. If the completion test is not satisfied by December 31, 2021, the Corporation will be required to pay a capacity related refund to Wheaton in the maximum amount of US$8,788,000, which can be further proportionately reduced by mine production and mill throughput exceeding 322 tonnes per day for a 30 day period prior to December 31, 2021. The Amended SPA is secured against the Corporation’s mineral properties until repayment of the original deposit of US$50,000,000.

In consideration of the foregoing amendments, the Corporation issued 3,000,000 shares on April 10, 2017 to Wheaton with a fair value of $6,600,000 (US$4,934,948). Under the terms of the Amended SPA, the original US$50,000,000 deposit was notionally reduced by this amount. The variability in the future cash flows to be received from Wheaton upon extraction and delivery of their 25% interest of future production is considered an embedded derivative within this host contract under IFRS 9, Financial Instruments. The embedded derivative asset was initially recorded at fair value based on the value of the consideration paid to Wheaton and is to be re-measured at fair value on a recurring basis at each period end with changes in value being recorded within the Statement of Income and Loss.

As at June 30, 2020, the fair value of the embedded derivative was calculated based on the discounted future cash flows associated with the difference between the original US$3.90 per ounce production payment Wheaton would pay for each payable ounce delivered under the SPA and the new production payment under the Amended SPA which varies depending on the monthly silver head grade and monthly silver price. The model currently relies upon inputs from the pre-feasibility study (the “PFS”), including payable ounces delivered and calculated future silver head grade. This calculation will be further modified upon completion of further studies, mine plans and/or actual production. The valuation model for the embedded derivative utilizes a probability-based dynamic pricing structure as opposed to a static pricing structure. As such, the discount rate used and silver price assumptions are updated quarterly based on the risk-free yield curve and silver price forward curve at quarter end.

 

Alexco Resource Corp. | 10 

ALEXCO RESOURCE CORP.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020 AND 2019

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

 

Based on assumptions used in the dynamic valuation model, the value of the derivative asset as at June 30, 2020 is $11,678,000. If, for example, the silver price was to decline from the current spot price to US$13 per ounce and all other assumptions remained the same, the approximate derivative asset value would be $17,923,000. Similarly, if the silver price was to increase to US$25 per ounce and all other assumptions remained the same, the approximate derivative asset value would be $(1,722,000). The impacts of these swings in the derivative asset value are recorded on the Statement of Profit and Loss through Other Income (Expenses). The inputs that have had the greatest influence on the dynamic valuation model to date include the changes in silver prices, anticipated mine plan silver production, interest rate yield curve, US dollar relative strength, and time to production realization.

 

During the quarter the Corporation entered into a non-binding term sheet with Wheaton to amend the silver purchase streaming agreement (see Note 20 - Subsequent Events).

 

9.Leases

a) Right-of-use assets

The Corporation’s significant lease arrangements primarily include contracts for leasing office facilities. As at June 30, 2020, $908,000 of right-of-use assets were recorded as part of property, plant and equipment.

  

 

June 30

2020

 

 

December 31

2019

 Right-of-use asset – Beginning of period  $1,350   $1,833 
Depreciation
Disposals
   

(166)

(276)

    

(533)

-

           
   $908   $1,300 

(i)During the three and six month periods ended June 30, 2020, the Corporation recorded total depreciation of $73,000 and $166,000, respectively of which $nil and $50,000 has been charged to discontinued operations.

b) Lease liabilities

As at June 30, 2020, the Corporation had $1,006,000 of lease liabilities. The incremental borrowing rate for lease liabilities initially recognized as of January 1, 2019 was 10.83%.

  

 

June 30

2020

 

 

December 31

2019

 Lease liability – Beginning of period  $1,446   $1,883 
Cash flows – Principal payments
Non-cash changes – Accretion
Disposals
   

(187)

58

(311)

    

(599)

162

-

 
           
Lease liability
 
Less: current portion
   

1,006

 

182

    

1,446

 

406

 
           
   $824   $1,040 

(ii)During the three and six month periods ended June 30, 2020, the Corporation made $70,000 and $187,000, respectively in lease payments, of which $nil and $46,000 has been reclassed to discontinued operations. For the same periods, the Corporation recorded total accretion of $27,000 and $58,000 of which $nil and $5,000 has been charged to discontinued operations.

 

Alexco Resource Corp. | 11 

ALEXCO RESOURCE CORP.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020 AND 2019

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

c) Undiscounted lease payments

As at June 30, 2020, the Corporation’s undiscounted lease payments consisted of the following:

  

 

June 30

2020

 2020   $141 
 

2021

2022

2023

2024

    

278

281

289

289

 

 
        
     $1,278 
10.Decommissioning and Rehabilitation Provision
  

 

June 30

2020

 

 

December 31

2019

       
Balance – Beginning of period  $6,202   $5,286 
           
Increase due to re-estimation   472    853 
Accretion expense, included in finance costs   16    63 
           
Balance – End of period  $6,690   $6,202 

 

The Corporation’s decommissioning and rehabilitation provision consists of costs expected to be incurred in respect of future reclamation and closure activities at the end of the life of the Bellekeno, Flame & Moth, Bermingham, Lucky Queen and Onek deposits. These activities include water treatment, land rehabilitation, ongoing monitoring, care and maintenance and other reclamation and closure related requirements.

The total inflation adjusted estimated cash flows required to settle the decommissioning and rehabilitation provision is estimated to be $7,317,000 (December 31, 2019 – $7,464,000), with the expenditures expected to be incurred substantially over the course of the next 19 years. In determining the carrying value of the decommissioning and rehabilitation provision as at June 30, 2020, the Corporation has used a risk-free discount rate of 0.84% (December 31, 2019 – 1.65%) and an inflation rate of 2.0% (December 31, 2019 – 2.0%) resulting in a discounted amount of $6,673,000 (December 31, 2019 – $6,138,000).

11.Capital and Reserves

 

Shareholders’ Equity

 

The Corporation is authorized to issue an unlimited number of common shares without par value.

 

The following share transactions took place during the six month period ended June 30, 2020:

 

1.On March 27, 2020, the Corporation completed a public offering and issued 4,662,675 common shares at a price of $1.85 per share for aggregate gross proceeds of $8,625,948. This issuance is under the base shelf prospectus filed on September 21, 2018 as detailed below. The Corporation incurred share issuance costs of $856,000.
2.256,997 common shares were issued from treasury on the vesting of restricted share units (“RSUs”).
3.1,006,833 options were exercised for proceeds of $833,000.

 

On September 21, 2018 the Corporation filed a short form base shelf prospectus (“Shelf”) with the securities commissions, which would allow the Corporation to make offerings of common shares, warrants, subscription receipts and/or units up to an aggregate total of $50,000,000 during the 25-month period following September 21, 2018. As of June 30, 2020, the balance remaining on the Shelf is $32,739,620.

 

Alexco Resource Corp. | 12 

ALEXCO RESOURCE CORP.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020 AND 2019

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

 

Subsequent to June 30, 2020, the Corporation closed a public offering of 10,994,000 common shares at a price of $2.73 per share for gross proceeds of $30,013,620.

 

Equity Incentive Plans

At the Corporations annual general meeting held June 6, 2019, the shareholders approved three new equity incentive plans consisting of a stock option plan (the “Option Plan”), a restricted share unit plan (the “RSU Plan”) and a deferred share unit plan (the “DSU Plan”) (collectively the “Equity Incentive Plans”), under which the aggregate number of common shares:

i.On the Option Plan the maximum aggregate number of common shares issuable on the exercise of stock options cannot exceed 10% of the number of common shares issued and outstanding;
ii.On the RSU Plan the maximum aggregate number of common shares to be issued cannot exceed 3% of the number of common shares issued and outstanding; and
iii.On the DSU Plan the maximum aggregate number of common shares to be issued cannot exceed 2,100,000.

As at June 30, 2020, a total of 9,706,900 stock options, 406,673 RSUs and 280,000 DSUs were outstanding under the Equity Incentive Plans and a total of 2,800,817 stock options, 3,345,642 RSUs and 1,820,000 DSUs remain available for future granting.

Incentive Stock Options

Generally stock options under the New Option Plan have a maximum term of five years, vest one-third upon grant and one third on each of the first and second anniversary dates of the grant date. The exercise price may not be less than the immediately preceding five day volume weighted average price of the Corporation’s common shares traded through the facilities of the exchange on which the Corporation’s common shares are listed.

The changes in incentive share options outstanding are summarized as follows:

  

Weighted

average

exercise

price

 

Number of

shares issued or issuable on exercise

 

 

 

 

Amount

          
Balance – December 31, 2019  $1.81    10,465,233   $8,151 
                
Stock options granted  $2.12    253,500    —   
Share-based compensation expense   —      —      842 
Options exercised  $0.85    (1,006,833)   (405)
Options forfeited or expired  $0.60    (5,000)   (1)
                
Balance – June 30, 2020  $1.92    9,706,900   $8,587 
                
Balance – December 31, 2018  $1.66    7,738,833   $5,469 
                
Stock options granted  $1.93    4,053,900    —   
Share-based compensation expense   —      —      3,507 
Options exercised  $0.90    (852,500)   (383)
Options forfeited or expired  $1.94    (475,000)   (442)
                
Balance – December 31, 2019  $1.81    10,465,233   $8,151 
                

During the six month period ended June 30, 2020, the fair value of options at the date of grant was estimated using the Black-Scholes option pricing model, assuming an average risk-free rate of 0.41% per annum (2019 – 1.45% to 1.86%), an expected life of options of 4 years (2019 – 4 years), an expected volatility of 68% (2019 – 71%) based on historical volatility, an expected forfeiture rate of 0.5% (2019 – 2%) and no expected dividends (2019 – nil).

 

Alexco Resource Corp. | 13 

ALEXCO RESOURCE CORP.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020 AND 2019

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

Incentive share options outstanding and exercisable at June 30, 2020 are summarized as follows:

      

 

Options Outstanding

              

 

Options Exercisable

      
 

 

 

 

 

Exercise Price

    

 

Number of

Shares

Issuable on

Exercise

    

 

 

Average

Remaining

Life (Years)

    

 

 

Average

Exercise

Price

    

 

Number of

Shares

Issuable on

Exercise

    

 

 

Average

Exercise

Price

 
                            
$0.84    910,000    0.62   $0.84    910,000   $0.84 
$1.27    1,641,250    3.52   $1.27    1,230,938   $1.27 
$1.27    325,000    1.52   $1.27    —     $1.27 
$1.73    450,000    0.94   $1.73    450,000   $1.73 
$1.75    40,000    2.13   $1.75    40,000   $1.75 
$1.76    50,000    3.75   $1.76    37,500   $1.76 
$1.78    150,000    0.99   $1.78    150,000   $1.78 
$1.93    60,000    2.86   $1.93    60,000   $1.93 
$2.07    1,730,000    2.58   $2.07    1,730,000   $2.07 
$2.07    587,000    2.58   $2.07    —     $2.07 
$2.12    253,500    4.79   $2.12    84,500   $2.12 
$2.32    1,536,500    1.59   $2.32    1,536,500   $2.32 
$2.61    1,973,650    4.46   $2.61    657,883   $2.61 
                            
      9,706,900    2.71   $1.92    6,887,321   $1.84 

 

The weighted average share price at the date of exercise for options exercised during the three and six month periods ended June 30, 2020 was $3.10 and $2.92 (2019 - $1.73 and $1.73), respectively.

During the three and six month periods ended June 30, 2020, the Corporation recorded total share-based compensation expense of $478,000 and $842,000 (2019 – $506,000 and $1,329,000), respectively, which related to incentive share options, of which $71,000 and $142,000 (2019 – $58,000 and $169,000) was recorded to mineral properties and $407,000 and $700,000 (2019 – $448,000 and $1,160,000) has been charged to income.

Restricted Share Units

Generally RSUs vest one-third upon issuance and one third on each of the first and second anniversary dates of the issuance date.

 

Alexco Resource Corp. | 14 

ALEXCO RESOURCE CORP.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020 AND 2019

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

 

The changes in RSUs outstanding are summarized as follows:

  

Number of shares issued or issuable

on vesting

 

 

 

 

Amount

       
Balance – December 31, 2019   663,670   $494 
           
Share-based compensation expense recognized   —      235 
RSUs vested   (256,997)   (365)
           
Balance – June 30 31, 2020   406,673   $364 
           
           
Balance – December 31, 2018   273,989   $371 
           
RSUs granted   860,000    —   
Share-based compensation expense recognized   —      963 
RSUs vested   (470,319)   (840)
           
Balance – December 31, 2019   663,670   $494 
           

During the six month period ended June 30, 2020 the Corporation granted a total of nil RSUs (2019 – 625,000) with a total grant-date fair value determined to be $nil (2019 - $794,000).

Included in general and administrative expenses for the three and six month periods ended June 30, 2020 is share-based compensation expense of $111,000 and $235,000 (2019 – $83,000 and 489,000), respectively, related to RSU awards.

The weighted average share price at the date of vesting for RSUs during the six month period ended June 30, 2020 was $2.76 (2019 - $1.46).

Deferred Share Units

Only directors of the Corporation are eligible for DSUs and each DSU vests immediately and is redeemed upon a director ceasing to be a director of the Corporation.

During the six month period ended June 30, 2020 the Corporation did not grant any DSUs (2019 – nil).

12.General and Administrative Expenses by Nature of Expense

The Corporation recorded general and administrative expenses for the three and six month periods ending June 30, 2020 and 2019 as follows:

Corporate  Three months ended  Six months ended
   2020  2019  2020  2019
             
Depreciation of property, plant and equipment Depreciation from ROU assets  $

21

52

   $

23

52

   $

42

104

   $

45

104

 
Amortization of intangible assets   —      2    3    5 
Business development and investor relations   190    128    256    201 
Office, operating and non-operating overheads   140    117    286    262 
Professional   190    69    461    140 
Regulatory   12    4    197    157 
Salaries and contractors   537    527    1,176    1,562 
Share-based compensation   383    514    784    1,603 
Travel   1    63    25    88 
                     
   $1,526   $1,499   $3,334   $4,167 

 

 

Alexco Resource Corp. | 15 

ALEXCO RESOURCE CORP.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020 AND 2019

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

 

 

Discontinued operations1

                    
    2020    2019    2020    2019 
General and administrative expenses                    
AEG  $—     $2,323   $1,263   $3,992 
                     
   $—     $2,323   $1,263   $3,992 
Note:                    
 1 .The environmental services business, AEG, was sold on February 14, 2020. These expenses  are reflected under discontinued operations and are no longer being incurred by Alexco subsequent to February 14, 2020 (see Note 4).

13.Mine Site Care and Maintenance

The Corporation recorded mine site care and maintenance expenses for the three and six month periods ended June 30, 2020 and 2019 as follows:

   Three months ended  Six months ended
   2020  2019  2020  2019
             
Depreciation of property, plant and equipment  $340   $307   $670   $615 
Salaries and contractors   423    28    630    111 
Materials and equipment   64    16    154    89 
Other expenses   401    104    587    264 
                     
   $1,228   $455   $2,041   $1,079 
                     
                     

14.Other Income and expenses

The Corporation recorded other income and expenses for the three and six month periods ended June 30, 2020 and 2019 as follows:

   Three months ended  Six months ended
   2020  2019  2020  2019
             
Credit Facility fee  $—     $(122)  $—     $(317)
Interest on lease liabilities   (27)   (31)   (58)   (81)
Gain on investments   201    —      169    —   
Interest income   44    25    92    50 
Foreign exchange gain (loss)   9    (23)   15    (24)
Other income (expenses)   (8)   (16)   (15)   (28)
                     
   $219   $(167)  $203   $(400)

 

Alexco Resource Corp. | 16 

ALEXCO RESOURCE CORP.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020 AND 2019

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

 

15.Financial Instruments

Financial Assets and Liabilities

Information regarding the carrying amounts of the Corporation’s financial assets and liabilities is summarized as follows:

 

  Fair Value Hierarchy Classification

 

June 30 2020

 

December 31 2019

       
Fair value through profit or loss:          
Warrants Level 2 $—    $40 
   Embedded derivative - Wheaton agreement Level 3 $11,678  $15,160 
           
Fair value through other comprehensive loss:          
Investment in marketable securities Level 1 $3,875  $1,289 
    $15,553  $16,489 
           

 

During the six month period ended June 30, 2020, the fair value of warrants were estimated using the Black-Scholes option pricing model, assuming a risk-free interest rate of 0.25% (2019 – 1.52%) per annum, an expected life of options of 0.48 years (2019 – 0.12 to 1.48 years), an expected volatility of 77% (2019 – 64% to 74%) based on historical volatility and no expected dividends (2019 – nil).

During the six month period ended June 31, 2020, the fair value of the embedded derivative related to the Wheaton agreement was estimated using a probability-based dynamic pricing structure resulting in a mark-to-market adjustment of $3,482,000 (2019 – $6,487,000). The model currently relies upon inputs from the PFS dated March 28, 2019, and considers payable ounces delivered and head grade. The model is updated quarterly for the discount rate used and silver price assumptions based on the risk-free yield curve and silver price forward curve at quarter end.

The carrying amounts of all of the Corporation’s other financial assets and liabilities, carried at amortized cost, reasonably approximate their fair values due to their short-term nature.

16.Supplemental Cash Flow Information

Supplemental cash flow information with respect to the three month period ended March 31, 2020 and 2019 is summarized as follows:

   Three months ended  Six months ended
   2020  2019  2020  2019
Operating Cash Flows Arising From Interest and Taxes                    
Interest received   13    14    45    52 
                     
Non-Cash Investing and Financing Transactions                    
Capitalization of share-based compensation to mineral properties   71    58    142    169 
Capitalization of depreciation to mineral properties   77    83    160    156 
Capitalization of re-estimation of decommissioning and rehabilitation provision   168    41    472    237 
Increase (decrease) in non-cash working capital related to:                    
         Mineral properties   285    (407)   488    26 

 

17.Segmented Information

The Corporation had two operating segments during the three and six month periods ended June 30, 2020 and 2019, being firstly mining operations, including care and maintenance of the formerly operating Bellekeno mine, producing silver, lead and zinc in the form of concentrates (suspended in September 2013), as well as exploration, underground development and evaluation activities; and secondly environmental services carried out through ERDC and AEG, providing consulting and project management services in respect of environmental permitting and compliance and site remediation and reclamation. AEG was sold on February 14, 2020 (See Note 4). The Corporation will continue to operate a reclamation management segment of the business focused on the clean-up of historical liabilities of the Keno Hill Silver District through ERDC under a contract with the Federal Government of Canada. The Corporation’s executive head office and general corporate administration are included within ‘Corporate and other’ to reconcile the reportable segments to the consolidated financial statements. An operating segment is a component of an entity that engages in business activities, operating results are reviewed by the chief operating decision maker with respect to resource allocation and for which discrete financial information is available. The chief operating decision maker for the Corporation is the Chief Executive Officer. Inter-segment transactions are recorded at amounts that reflect normal third-party terms and conditions, with inter-segment profits eliminated from the cost base of the segment incurring the charge.

 

Alexco Resource Corp. | 17 

ALEXCO RESOURCE CORP.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020 AND 2019

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

 

Segmented information as at and for the three and six month periods ended June 30, 2020 and 2019 is summarized as follows:

As at and for the three month period ended June 30, 2020 

Reclamation

Management

  Mining  Corporate and Other  Total
             
Segment revenues                    
External customers                    
Canadian  $871   $—     $—     $871 
Total revenues as reported   871    —      —      871 
                     
Cost of sales   895    —      —      895 
Depreciation and amortization   —      340    73    413 
Share-based compensation   —      —      383    383 
Other G&A expenses   —      —      1,066    1,066 
Mine site care and maintenance   —      888    —      888 
Foreign exchange (gain) loss   —      (2)   (8)   (10)
Gain on investments   —      (1)   (200)   (201)
Loss on derivative asset   —      11,579    —      11,579 
Other (income) loss   —      —      (4)   (4)
                     
Segment income (loss) before taxes  $(24)  $(12,804)  $(1,310)  $(14,138)(i)
                     
Total assets  $613   $126,069   $25,518   $152,200 
Total liabilities  $83   $11,904   $2,207   $14,194 

 

Alexco Resource Corp. | 18 

ALEXCO RESOURCE CORP.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020 AND 2019

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

 

As at and for the three month period ended June 30, 2019  Reclamation  Management  Mining  Corporate and Other  Total
             
Segment revenues                    
External customers                    
Canadian  $858   $—     $—      858 
Non-Canadian   —      —      —      —   
Total revenues as reported   858    —      —      858 
                     
Cost of sales   968    —      —      968 
Depreciation and amortization   —      307    77    384 
Share-based compensation   —      —      514    514 
Other G&A expenses   —      18    890    908 
Mine site care and maintenance   —      148    —      148 
Foreign exchange (gain) loss   —      (3)   23    20 
Loss on investments        1    4    5 
Gain on derivative asset   —      (1,005)   —      (1,005)
Other (income) loss   —      —      142    142 
                     
Segment income (loss) before taxes  $(110)  $534   $(1,650)  $(1,226)(i)
                     
Total assets  $10,500   $122,335   $14,035   $146,870 
Total liabilities  $3,801   $11,066   $3,210   $18,077 

 

As at and for the six month period ended June 30, 2020 

Reclamation

Management

  Mining  Corporate and Other  Total
             
Segment revenues                    
External customers                    
Canadian  $1,438   $—     $—     $1,438 
Total revenues as reported   1,438    —      —      1,438 
                     
Cost of sales   1,435    —      —      1,435 
Depreciation and amortization   —      670    149    819 
Share-based compensation   —      —      784    784 
Other G&A expenses   —      —      2,418    2,418 
Mine site care and maintenance   —      1,371    —      1,371 
Foreign exchange (gain) loss   —      1    (17)   (16)
(Gain) loss on investments   —      6    (175)   (169)
Loss on derivative asset   —      3,482    —      3,482 
Other (income) loss   —      —      (35)   (35)
                     
Segment income (loss) before taxes  $3   $(5,530)  $(3,124)  $(8,651))
                     
Total assets  $613   $126,069   $25,518   $152,200 
Total liabilities  $83   $11,904   $2,207   $14,194 

 

Alexco Resource Corp. | 19 

ALEXCO RESOURCE CORP.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020 AND 2019

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

 

As at and for the six month period ended June 30, 2019  Reclamation Management  Mining  Corporate and Other  Total
             
Segment revenues                    
External customers                    
Canadian  $1,148   $—     $—     $1,148 
Non-Canadian   —      —      —      —   
Total revenues as reported   1,148    —      —      1,148 
                     
Cost of sales   1,285    —      —      1,285 
Depreciation and amortization   —      615    154    769 
Share-based compensation   —      —      1,603    1,603 
Other G&A expenses   —      37    2,373    2,410 
Mine site care and maintenance   —      464    —      464 
Foreign exchange (gain) loss   —      (5)   26    21 
Loss on investments        5    14    19 
Gain on derivative asset   —      (6,487)   —      (6,487)
Other (income) loss   —      14    346    360 
                     
Segment income (loss) before taxes  $(137)  $5,357   $(4,516)  $704(i)
                     
Total assets  $10,500   $122,335   $14,035   $146,870 
Total liabilities  $3,801   $11,066   $3,210   $18,077 

 

(i)Represents consolidated loss before taxes.
18.Related Party Transactions

The Corporation’s related parties include its subsidiaries and key management personnel. Key management includes the Corporation’s Board of Directors and members of senior management. Key management compensation for the three and six month periods ended June 30, 2020 and 2019 was as follows:

   Three months ended  Six months ended
   2020  2019  2020  2019
             
Salaries and other short-term benefits  $466   $532   $1,300   $1,478 
Share-based compensation   348    481    711    1,490 
                     
   $814   $1,013   $2,011   $2,968 

 

Key management includes the Corporation’s Board of Directors and members of senior management.

19.Commitments

As at June 30, 2020, the Corporation’s contractual obligations are as follows:

(a)The Corporation’s other contractual obligations, including with respect to capital asset expenditures, totaled approximately $5,684,000.
(b)As a consequence of its commitment to renounce deductible exploration expenditures to the purchasers of flow-through shares, the Corporation is required to incur further renounceable exploration expenditures totaling $786,000 by December 31, 2020.

Alexco Resource Corp. | 20 

ALEXCO RESOURCE CORP.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020 AND 2019

(figures in tables are expressed in thousands of Canadian dollars, except per share amounts)

 

20.Subsequent Events
(a)On July 7, 2020, the Corporation closed a public offering (the “Offering”) of 10,994,000 common shares at a price of $2.73 per share for gross proceeds of $30,013,620. In connection with the Offering, the Corporation paid the Underwriters a cash commission equal to 4.5%.

 

(b)On August 5, 2020 Alexco entered into an agreement with Wheaton to amend and restate its streaming agreement whereby the silver production payment made by Wheaton will continue to be based on 25% of the silver production and will be based on a new payment formula as outlined below:

 

·During the earlier of the initial two years ending August 4, 2022 or eight million ounces of payable silver production, the silver production payment from Wheaton to Alexco will be adjusted on a curve. The amended production payment formula during the initial two years is a linear equation that pays 90% of spot price at US$15 per ounce silver (and below) and 10% of spot price at US$23 per ounce silver (and above); and

 

·Following the initial two-year period, the production payment formula remains a linear equation and will pay 90% of spot price at US$13 per ounce silver (and below) and 10% of spot price at US$23 per ounce silver (and above).

As consideration of the foregoing amendments, Alexco issued to Wheaton 2,000,000 common share purchase warrants (the “WPM Warrants”), whereby each WPM Warrant entitles Wheaton to purchase one common share of the Company at an exercise price of $3.50, expiring August 5, 2025.

 

 

Alexco Resource Corp. | 21 

Exhibit 99.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALEXCO RESOURCE CORP.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Suite 1125, 555 Burrard Street, Vancouver, BC V7X 1M9 ׀ Phone: 604-633-4888 Fax: 604-633-4887

www.alexcoresource.com

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020

 

TABLE OF Contents

Q2 2020 HIGHLIGHTS AND OVERALL PERFORMANCE 1
CORPORATE 1
MINE OPERATIONS AND EXPLORATION 2
OVERVIEW OF THE BUSINESS 2
OUTLOOK AND STRATEGY 3
Keno Hill Silver District 3
Elsa Reclamation & Development Company (“ERDC”) 3
Economic Climate 4
2020 Outlook 4
Keno Hill Silver District 4
RESULTS OF OPERATIONS 5
Mine Site Care and Maintenance 5
ERDC 5
General and Administrative Expenses 5
SUMMARY OF QUARTERLY RESULTS 6
Liquidity, Cash Flows and Capital Resources 7
Silver Purchase Agreement (“SPA”) with Wheaton 8
Sensitivity of Embedded Derivative 10
Share Data 11
Financial Instruments 11
Off-Balance Sheet Arrangements 12
Related Party Transactions 12
Critical Accounting Estimates and Judgments 13
Non-GAAP Measures 13
Internal Control Over Disclosure Controls and Procedures and Financial Reporting 13
Risk Factors 14
Summary of Mineral Reserve and Resource Estimates 15
Cautionary Statement Regarding Forward-Looking Statements 17
Technical Disclosure Cautionary Note to U.S. Investors – Information Concerning Preparation of Resource Estimates 18

 

 

Alexco Resource Corp. ׀ i 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020

 

This Management’s Discussion and Analysis (“MD&A”) of Alexco Resource Corp. (“Alexco”, the “Corporation” or the “Company”) is dated August 12, 2020 and provides an analysis of Alexco’s unaudited interim condensed consolidated financial results for the three and six month periods ended June 30, 2020 (“Q1 2020” and “Q2 2020”) compared to the three and six month periods ended June 30, 2019 (“Q1 2019” and “Q2 2019”).

The following information should be read in conjunction with the Corporation’s June 30, 2020 unaudited interim condensed consolidated financial statements with accompanying notes (the “Q2 2020 Interim F/S”), which have been prepared in accordance with IAS 34 Interim Financial Reporting, and with the Corporation’s audited consolidated financial statements with accompanying notes and related MD&A for the fiscal year ended December 31, 2019, which were prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. The Q2 2020 Interim F/S follow the same accounting policies and methods of computation as compared with the most recent fiscal financial statements. All dollar figures are expressed in Canadian dollars unless otherwise stated. These documents and additional information on the Corporation are available on the Corporation’s website at www.alexcoresource.com and on the SEDAR website at www.sedar.com and Edgar website at www.sec.gov.

Except where specifically indicated otherwise, the disclosure in this MD&A of scientific and technical information regarding exploration projects on Alexco’s mineral properties has been reviewed and approved by Alan McOnie, FAusIMM, Vice President, Exploration, while that regarding mine development and operations has been reviewed and approved by Neil Chambers, P.Eng., Chief Mine Engineer, both of whom are Qualified Persons as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).

All dollar figures are expressed in Canadian dollars unless otherwise stated.

 

Q2 2020 HIGHLIGHTS AND OVERALL PERFORMANCE

CORPORATE

·Overall, Alexco reported net loss of $12,229,000 or $0.10 per share for Q2 2020 compared to net loss of $1,471,000 for Q2 2019. The net loss for Q2 2020 is primarily a result of a non-cash fair value loss of $11,579,000 related to the embedded derivative associated with the Wheaton Precious Metals Corp. (“Wheaton”) streaming agreement, as well as non-cash costs of $520,000 related to share-based compensation and $430,000 of depreciation expense. The net loss for Q2 2019 included a non-cash fair value gain of $1,005,000 on the embedded derivative related to the Wheaton streaming agreement. The embedded derivative is marked to market at the end of each quarter, value fluctuation is expected to continue on a quarterly basis pursuant to note 8 of Q2 2020 financial statements.
·The Corporation’s cash and cash equivalents at June 30, 2020 totaled $17,799,000 compared to $6,841,000 as at December 31, 2019, while net working capital (see Non-GAAP Measures on page 13) totaled $24,405,000 compared to $10,090,000 at December 31, 2019. The Corporation’s restricted cash and deposits at June 30, 2020 totaled $2,913,000 compared to $2,777,000 at December 31, 2019.

 

·On July 7, 2020, subsequent to quarter end, the Corporation completed an equity financing and issued 10,994,000 common shares at a price of $2.73 per share for aggregate gross proceeds of $30,013,620. In connection with this equity financing, the Corporation paid the Underwriters a cash commission equal to 4.5% of gross proceeds.

 

 

Alexco Resource Corp. | 1 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020

 

 

MINE OPERATIONS AND EXPLORATION

·        On June 24, 2020, in anticipation of receipt of the final water use license (“WUL”) and final amended and restated Wheaton streaming agreement, Alexco announced that it is moving forward to finalize development of its mining operations at the Keno Hill Silver District (“KHSD”, “Keno Hill”, or the “District”). Initial concentrate production and silver sales are expected to occur in Q4 2020.

·        On July 23, 2020, subsequent to quarter end, the Company received the final amended and renewed water use license (“WUL”) for KHSD from the Yukon Water Board. The WUL authorizes Alexco to source and use water, as well as deposit designated waste streams into approved facilities in and around planned production centers at the Bellekeno, Flame & Moth and Bermingham mines, and the mill facility.

·On August 5, 2020, subsequent to quarter end, Alexco entered into an agreement with Wheaton to amend and restate its streaming agreement whereby the silver production payment made by Wheaton will continue to be based on 25% of the silver production but will be based on a new payment formula as outlined below:

·        The Company’s 2020 surface exploration program that commenced on July 17, 2020 is expected to include a minimum of 4,200 meters (“m”) of surface drilling focused on the Bermingham “deep target”, where exploration drilling in 2019 successfully confirmed the presence of wide, high-grade mineralization at depth below the Bermingham high grade silver mineral resource.

OVERVIEW OF THE BUSINESS

Alexco owns the majority and most prospective part of the historic Keno Hill Silver District, located in Canada's Yukon Territory. The Bellekeno silver mine, a high grade silver operation with a production grade averaging 779 grams per tonne (“g/t”) silver (“Ag”), commenced commercial production at the beginning of 2011 and was Canada's only operating primary silver mine from 2011 to 2013, producing a total of 5.6 million (“M”) ounces (“oz”) of silver during the 2010 – 2013 period. In September 2013 Alexco suspended Bellekeno mining operations in light of sharply reduced silver and base metal prices. Since the suspension, Alexco has focused on advancing the newly discovered Flame & Moth and Bermingham deposits, renegotiating third party contracts, reviewing opportunities to reduce future mine operating costs, improve productivity and prepare for future operations at Keno Hill. This work culminated with the announcement of the pre-feasibility study (“PFS”) results in March 2019 and the publication of the PFS in May 2019, as amended in February 2020. On June 24, 2020 Alexco announced that it is moving forward with final development of its mines at Keno Hill, including production from the Bellekeno, Flame & Moth, and Bermingham silver deposits, anticipating initial concentrate production and silver sales in Q4 2020.

 

The KHSD lies within the traditional territory of the First Nation of Na-Cho Nyak Dun (“FNNND”). Alexco is party to a Comprehensive Cooperation and Benefits Agreement (“CCBA”) with the FNNND, setting out common understandings, obligations and opportunities arising from all of Alexco’s activities within the District including exploration, care and maintenance, District closure activities and mine production.

 

Alexco Resource Corp. | 2 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020

 

 

Alexco is a public company which is listed on the NYSE American Stock Exchange and the Toronto Stock Exchange under the symbol AXU.

On July 24, 2020, Michael Winn resigned from Alexco’s Board of Directors in order to focus on his increasing responsibilities at other publicly listed companies. Mr Winn will remain as a Strategic Advisor to Alexco’s Board of Directors going forward.

OUTLOOK AND STRATEGY

Keno Hill Silver District

Alexco’s current focus is to re-start mining operations at Keno Hill with initial concentrate production slated for Q4 2020. Alexco has the requisite permits and authorizations for future ore production from the Flame & Moth, Bermingham, and Bellekeno deposits. Amendment of the Corporation’s Quartz Mining License (“QML”) was completed in the fourth quarter of 2019, which incorporates the Bermingham deposit into the mine plan. On July 23, 2020 Alexco received from the Yukon Water Board the final amended and renewed WUL, which authorizes Alexco to source and use water, as well as deposit designated waste streams into approved facilities in and around planned production centres at the Bellekeno, Flame & Moth, and Bermingham mines, and the District’s mill facility. The term of the WUL is 17 years. The Lucky Queen and Onek deposits, which are permitted under the QML, are not included in the renewed WUL. These deposits are not included in the first five years of the Company’s production plan and further permitting of these deposits will be required in the future.

Elsa Reclamation & Development Company (“ERDC”)

In parallel, Alexco, through ERDC, continues to advance the reclamation project of historic liabilities in the District. As part of Alexco’s 2006 acquisition of the United Keno Hill Mines (“UKHM”) mineral rights in the District, ERDC, a wholly owned subsidiary of Alexco, is party to the amended and restated subsidiary agreement (“ARSA”) with the Canadian Government. Under the ARSA, ERDC is retained by the Canadian Government as a paid contractor responsible on a continuing basis for the environmental care and maintenance for the reclamation of the historical environmental liabilities of the former UKHM mineral properties. The ARSA provides that ERDC share the responsibility for the development of the ultimate closure plan with the Canadian Government.

 

ERDC currently holds a Type B WUL under the Yukon Waters Act to undertake care and maintenance activities in the Keno Hill area. ERDC is responsible for carrying out the environmental care and maintenance at various sites within the UKHM mineral rights, for a fixed annual fee established on a per-site basis totaling $850,000, adjustable for material changes in scope.

 

The Reclamation Plan at Keno Hill was completed in September 2018 and was subsequently submitted for environmental assessment by the YESAB. In February 2020 a final Evaluation Report was issued by YESAB and on July 20, 2020 a final Decision Document was issued. ERDC is now entering into the Yukon Water Board’s licencing process to authorize the activities necessary to effect closure of the site. After licencing, the Reclamation Plan must be finalized for submission to Crown-Indigenous Relations and Northern Affairs Canada (“CIRNAC”) for approval prior to proceeding into implementation and execution of the final cleanup project.

 

Alexco Resource Corp. | 3 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020

 

 

Economic Climate

Silver, lead (“Pb”) and zinc (“Zn”) historically are the primary metals found within the District. With respect to the economic climate during the first half of 2020, the price of silver has been extremely volatile as a result of the COVID-19 pandemic and other global factors. The average silver price during the first six months of 2020 was US$16.66 per ounce. Silver traded from a high of US$18.77 per ounce of silver on February 24, 2020 to a low of US$12.00 per ounce of silver on March 19, 2020, while Pb traded between US$0.90 to US$0.73 per pound and Zn traded between US$1.12 to US$0.82 per pound. As at the date of this MD&A, spot commodity prices are approximately US$26.00 per ounce silver, US$0.87 per pound for Pb and US$1.07 per pound for Zn and the Canadian-US exchange rate is approximately US$0.75 per CAD. Consensus investment analyst forecasts over the next two years for silver average approximately US$18.75 per ounce of silver, for Pb average approximately US$0.85 per pound, and for Zn US$1.00 per pound, with the Canadian-US exchange rate forecast at US$0.75 per CAD (see “Risk Factors” in the MD&A for the year ended December 31, 2019, including but not limited to “Potential Profitability Of Mineral Properties Depends Upon Other Factors Beyond the Control of Alexco” and “General Economic Conditions May Adversely Affect Alexco’s Growth and Profitability” thereunder).

2020 OUTLOOK

Keno Hill Silver District

Capital Development and Operations

On June 24, 2020 the Company announced that it is moving forward to finalize development of its mines at Keno Hill, with a goal of mill commissioning and silver concentrate production in Q4 2020. The Company is making steady progress towards its production goal with mine site development activities, recruitment of key personnel, securing and delivery of mine equipment and advancing capital infrastructure projects at the mill and across the surface operations footprint including camp expansion and mine surface support facilities – all proceeding as scheduled.

Underground activities are currently focused on rehabilitation of the primary access ramp and services installation at the Bellekeno mine, which will be the first mine to deliver ore to the mill in Q4 2020. Initial underground work at Flame & Moth also began in August with minor rehabilitation followed by resumption of ramp development, and similar work will begin at Bermingham later in September. Related to the underground work new equipment comprising two 3.5 yard Load, Haul, Dump loaders (LHD’s), two 20 tonne haul trucks, and two twin boom jumbos have arrived on site, and additional equipment will be delivered consistent with the underground development schedule.

Major mill modifications and improvements underway include the installation of a second ball mill (7’ x 10’), a second tailings filter press, two new concentrate regrind mills for both the lead and zinc concentrate, an improved fine ore feed system, and a crusher ventilation system including a new building enclosure around the existing crusher. All major process equipment has been delivered to site and completion of key mill improvement projects is anticipated with mill commissioning in Q4 2020.

The current focus of surface construction activities is the completion of camp expansion facilities including two new bunkhouse units, an upgraded administration complex, employee dry and wash facilities and maintenance and support facilities. Similar to the mill modification and construction activity, surface construction projects will be complete in Q4 2020.

The Company continues to advance with recruitment and onboarding of the Keno Hill operations workforce. The senior management team at Keno Hill is in place and key supervisors, operators, miners and certified maintenance trades continue to be recruited, with a current count of 68 employees on board at Keno Hill. In addition, 18 contract personnel are providing services with the majority of the vendors having partnership or joint venture arrangements in place with the FNNND. Alexco’s recruiting efforts continue to prioritize residents of the Yukon first along with British Columbia. To date, over 90% of Keno Hill employees are from the Yukon and British Columbia.

 

Alexco Resource Corp. | 4 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020

 

 

COVID-19 - Operations

With an increasing workforce and expanding capital development activity on site, Alexco’s primary focus continues to be the health and safety of our employees, contractors and the communities in which we operate. Our COVID-19 management plan continues with strict prevention measures in place, consistent with the guidelines of the Yukon Government and health officials.

Exploration

In July 2020 Alexco mobilized personnel and equipment to begin the Bermingham surface exploration drilling program. This +4,200 m drilling campaign will test the Bermingham “deep target” for offsets and extensions of the previously discovered silver mineralization approximately 200 m vertically below the NE Zone of the Bermingham deposit, which overall contains an Indicated Mineral Resource of 32.9 M oz of silver at an average grade of 930 g/t silver. The 2020 exploration drilling will be focused at depth, approximately 250 m along strike northeast of the silver mineralization discovered in 2019, where best results returned 1,414 g/t silver over an estimated true width of 8.15 m in the Bermingham Footwall vein structure. To date approximately 930 m of drilling is complete utilizing a single drill with a second drill to be added in the near future. Results from this drilling will be released when available.

RESULTS OF OPERATIONS

Mine Site Care and Maintenance

Mine site care and maintenance costs for Q2 2020 totaled $1,228,000 compared to $455,000 for Q2 2019. The costs increased in Q2 2020 compared to Q2 2019 as the Corporation increased mill maintenance and non-capital refurbishment initiatives, which is primarily comprised of labour costs for repairs, in 2020 related to recommissioning of the mill and related plant. Included in mine site care and maintenance costs is depreciation expense of $340,000 for Q2 2020 compared to $307,000 for Q2 2019.

ERDC

During Q2 2020, under the contract with the Canadian Government for the remediation of legacy environmental conditions at Keno Hill, ERDC completed the environmental assessment for the Reclamation Plan. A final Evaluation Report by YESAB was issued in February 2020 and a final Decision Document was issued on July 20, 2020.

General and Administrative Expenses

Corporate general and administrative expenses during Q2 2020 totaled $1,526,000 compared to $1,499,000 for Q2 2019. These periods included non-cash costs in the amounts of $456,000 and $591,000 in the 2020 and 2019 periods, respectively, which relate to share-based compensation and amortization and depreciation expenses.

 

 

Alexco Resource Corp. | 5 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020

 

 

SUMMARY OF QUARTERLY RESULTS

Key financial information for the most recent eight quarters is summarized as follows, reported in thousands of Canadian dollars except for per share amounts:

 

 

Period

Revenue Gross
Profit
(Loss)
Net Income
(Loss)
Basic Income
(Loss) per
Share
Diluted
Income
(Loss) per
Share
Expenditures
Capitalized on
Mineral
Properties
2018-Q3 4,669 1,702 (1,548) $(0.01) $(0.01) 6,517
2018-Q4 8,902 2,152 (1,795) $(0.02) $(0.02) 3,163
2018 Total 13,571 3,854 (3,343) $(0.03) $(0.03) 9,680
2019-Q1 7,233 1,472 1,207 $ 0.01 $ 0.01 1,266
2019-Q2 8,694 2,034 (1,471) $(0.01) $(0.01) 1,690
2019-Q3 7,200 1,420 (2,308) $(0.02) $(0.02) 2,531
2019-Q4 6,079 1,150 (6,343) $(0.06) $(0.06) 1,794
2019 Total 29,206 6,076 (8,915) $(0.08) $(0.08) 7,281
2020-Q1 567 27 12,053 $ 0.10 $ 0.10 1,975
2020-Q2 871 (24) (12,229) $ (0.10) $ (0.10) 1,396

 

Notes:

1.Sum of all the quarters may not add up to the yearly totals due to rounding
2.The table includes results from continuing and discontinued operations. The revenue and gross profit for the 2020-Q1 period relates to continuing operations and is representative of the portion of revenue and gross profit attributable to continuing operations in prior periods.

The net loss from the 2018 quarters reflect fair value adjustments from the Corporation’s investments, site-based expenditures, mill maintenance initiatives and general and administrative expenses offset by a non-cash fair value gain related to the embedded derivative on the Wheaton streaming agreement. The net income from Q1 2019 reflects a gain on the embedded derivative related to the Wheaton streaming agreement, offset by site-based expenditures along with general and administrative expenses of the Corporation. The net loss for the second quarter of 2019 reflects site-based expenditures along with general and administrative expenses, which were partially offset by a non-cash fair value gain related to the embedded derivative on the Wheaton streaming agreement. The net loss for the third quarter of 2019 reflects continued site-based expenditures at Keno Hill along with general and administrative expenses. The net loss for the fourth quarter of 2019 reflects increased non-cash costs related to a loss on the fair value of the derivative asset related to the Wheaton stream and an increase in share-based compensation expense. The net income from Q1 2020 reflects a gain on the sale of AEG and a gain on the embedded derivative related to the Wheaton streaming agreement, offset by site-based expenditures along with general and administrative expenses of the Corporation. The net loss in Q2 2020 reflects a non-cash fair value loss of $11,579,000 on the embedded derivative related to the Wheaton streaming agreement, as well as site-based expenditures related to non-capital mill refurbishments in anticipation of mill commissioning and general and administrative expenses of the Corporation.

The mineral property expenditures incurred in the 2018 periods reflect completion of the advanced exploration decline, completion of the underground drilling program at the Bermingham deposit, commencement of the underground development decline at the Flame & Moth deposit and completion of a 15,314 m surface exploration drilling program. The mineral property expenditures in 2019 mainly reflect continued work with independent contractors on the PFS, completion of the 2019 surface exploration drilling program and development infrastructure initiatives at site. The mineral property expenditures in Q1 and Q2 2020 mainly reflect completion of an airborne geophysical program in March 2020, development activities at site and preparation for the upcoming surface exploration drilling program.

 

Alexco Resource Corp. | 6 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020

 

 

Liquidity, Cash Flows and Capital Resources

Liquidity

At June 30, 2020 the Corporation had cash and cash equivalents of $17,799,000, and net working capital of $24,405,000 compared to cash and cash equivalents of $6,841,000 and net working capital of $10,090,000 at December 31, 2019. Subsequent to quarter end, the Corporation completed an equity financing raising aggregate gross proceeds of an additional $30,013,620. The Corporation faces no known liquidity issues and is not aware of any significant credit risks in any of its financial assets. In addition, the Corporation’s restricted cash and deposits at June 30, 2020 totalled $2,913,000 compared to $2,777,000 at December 31, 2019.

In accordance with the PFS, the pre-production capital required for the development of Keno Hill and restart of underground production operations is estimated to be $17,900,000 plus an additional $5,300,000 for working capital. The Company anticipates the outlay of these expenditures through Q1 2021.

With its cash resources and net working capital on hand at June 30, 2020 along with the additional $30,013,620 of gross proceeds from the equity financing completed on July 7, 2020, Alexco anticipates it will have sufficient capital resources to service the working capital requirements of its capital and development costs for a re-start of underground production operations, mine site care and maintenance, exploration activities, and corporate offices and administration, for at least the next 12 month period. As noted elsewhere in this MD&A, any unforeseen capital and development expenditures in excess of current plans, as well as funding necessary to achieve the Company’s long-term objectives for the ongoing exploration and future development of its mineral properties, may require the Corporation to raise additional funding in the future.

Alexco’s main sources of funding have been from mining operations, environmental and reclamation services from ERDC and AEG and equity issuances. All sources of finance reasonably available will be considered to fund future capital requirements should they arise, including but not limited to issuance of new capital, issuance of new debt and the sale of assets in whole or in part, including mineral property interests or other property interests. There can be no assurance of a re-start of mining operations or continued access to finance in the future, and an inability to generate or secure such funding may require the Corporation to substantially curtail and defer its planned exploration and development activities.

Alexco’s activities expose it to a variety of financial risks: market risk (currency risk), credit risk and liquidity risk. Risk management is carried out by management under policies approved by the Board of Directors. Management identifies and evaluates the financial risks in co-operation with the Corporation’s operating units. The Corporation’s overall risk management program seeks to minimize potential adverse effects on the Corporation’s financial performance, in the context of its general capital management objectives as further described in Note 5 of the Corporation’s financial statements for the year ended December 31, 2019.

The Corporation manages liquidity uncertainty by monitoring actual and projected cash flows on a regular basis to ensure the Corporation can service its contractual obligations and commitments such as flow through financing commitments. Factors that can impact the Corporation’s liquidity are monitored regularly and include assumptions of operational levels, operating costs, capital costs and foreign exchange rates.

Alexco Resource Corp. | 7 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020

 

 

Cash Flows

(expressed in 000’s of dollars)  Three months ended June 30  Six months ended June 30
   2020  2019  2020  2019
             
Cash flow used in operating activities  $(2,823)  $(4,045)  $(5,417)  $(4,689)
Cash flow provided (used) in investing activities   (2,050)   (1,236)   7,616    (2,682)
Cash flow provided by financing activities   364    10,692    8,422    10,598 
                     
   $(4,509)  $5,411   $10,621   $3,227 
                     

Cash outflow in operating activities was $2,823,000 for Q2 2020 versus $4,045,000 for Q2 2019. The majority of cash outflow from operating activities during the 2020 and 2019 periods were expended on site-based care and maintenance costs, non-capital mill refurbishments and general and administrative expenses. The increase in cash outflow in operating activities in Q2 2019 relates to the upfront invested capital into projects for clients from AEG. Cash outflow from investing activities were $2,050,000 for Q2 2020 versus cash outflow of $1,236,000 for Q2 2019. The cash outflow from investing activities during Q2 2020 related to planning for the surface exploration program and costs incurred for underground equipment. The cash inflows from financing activities were $364,000 for Q2 2020 versus cash inflow of $10,692,000 for Q2 2019. The cash inflow from Q2 2020 related to the exercise of stock options, partially offset by the repayment of lease liabilities. The cash inflow from Q2 2019 related to two equity financings with net proceeds of $10,836,000, partially offset by the repayment of lease liabilities.

Silver Purchase Agreement (“SPA”) with Wheaton

On October 2, 2008 (with subsequent amendments on October 20, 2008, December 10, 2008, December 22, 2009, March 31, 2010, January 15, 2013, March 11, 2014 and June 16, 2014), the Corporation entered into a SPA with Wheaton under which Wheaton will receive 25% of the life of mine payable silver produced by the Corporation from its District properties. The SPA anticipated that the initial silver deliveries would come from the Bellekeno property. Under the SPA, the Corporation received up-front deposit payments from Wheaton totaling US$50,000,000 and received further payments of the lesser of US$3.90 (increasing by 1% per annum after the third year of full production) and the prevailing market price for each ounce of payable silver delivered, if as and when delivered. After the initial 40 year term of the streaming interest, the Corporation is required to refund the balance of any advance payments received and not yet notionally reduced through silver deliveries. The Corporation would also be required to refund the balance of advance payments received and not yet reduced if Wheaton exercised its right to terminate the streaming interest in an event of default by the Corporation. As of September 2013, Bellekeno mining operations were suspended in light of a reduced silver price environment.

On March 29, 2017 the Corporation and Wheaton amended the SPA (the “Amended SPA”) such that Wheaton will continue to receive 25% of the life of mine payable silver from the District with a variable production payment based on monthly silver head grade and monthly silver spot price. The actual monthly production payment from Wheaton is determined based on the monthly average silver head grade at the mill and the monthly average spot price, as determined by a grade and pricing curve with an upper ceiling grade of 1,400 g/t silver and price of US$25 per ounce of silver and a floor grade of 600 g/t silver and price of US$13 per ounce of silver. Additional terms of the amendment include a date for completion of the 400 tonnes per day (“tpd”) mine and mill completion test, which has now been extended to December 31, 2021. If the completion test is not satisfied by December 31, 2021, the Corporation may be required to pay a capacity related refund to Wheaton in the maximum amount of US$8,788,000, which can be further proportionately reduced by mine production and mill throughput exceeding 322 tonnes per day for a 30 day period prior to December 31, 2021. The Amended SPA is secured against the Corporation’s mineral properties until repayment of the original deposit of US$50,000,000.

 

 

Alexco Resource Corp. | 8 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020

 

 

As at June 30, 2020, the fair value of the embedded derivative was calculated based on the discounted future cash flows associated with the difference between the original US$3.90 per ounce production payment Wheaton would pay for each payable ounce delivered under the SPA and the new production payment under the Amended SPA which varies depending on the monthly silver head grade and silver price. The model relies upon inputs from the PFS, such as payable ounces expected to be delivered, head grade and silver price and will continue to be updated as a result of any updated studies, mine plans and actual production. A discount rate of 12.75%, representing the implied discount rate applied to the payment made under the Amended SPA was used to calculate the net present value. There were adjustments totalling $11,579,000 recorded during Q2 2020 (Q2 2019 - $6,487,000) primarily as a result of the impacts from the COVID-19 pandemic including the recovery of the silver price and a decrease in interest rates as central banks around the world launched stimulus packages whereas the adjustment in the 2019 period primarily related to the impacts from the updated PFS. See “Sensitivities of Embedded Derivative” below.

On August 4, 2020 Alexco entered into an agreement with Wheaton to amend and restate its streaming agreement whereby the silver production payment made by Wheaton will continue to be based on 25% of the silver production and will be based on a new payment formula as outlined below:

 

·         During the earlier of the initial two years ending August 4, 2022 or eight million ounces of payable silver production, the silver production payment from Wheaton to Alexco will be adjusted on a curve. The amended production payment formula during the initial two years is a linear equation that pays 90% of spot price at US$15 per ounce silver (and below) and 10% of spot price at US$23 per ounce silver (and above). By way of example, in the two-year production period and assuming a nominal US$17 per ounce silver pricing market, the Wheaton production payment (to Alexco) will increase by approximately 70% per ounce of silver relative to the existing agreement; and

·Following the initial two-year period, the production payment formula remains a linear equation and will pay 90% of spot price at US$13 per ounce silver (and below) and 10% of spot price at US$23 per ounce silver (and above).

As consideration of the foregoing amendments, Alexco issued to Wheaton 2 million common share purchase warrants (the “WPM Warrants”), whereby each WPM Warrant entitles Wheaton to purchase one common share of the Company at an exercise price of $3.50, expiring August 5, 2025.

Capital Resources

On July 7, 2020, subsequent to Q2 2020, the Corporation closed a public offering (the “July Offering”) of 10,994,000 common shares at a price of $2.73 per share for gross proceeds of $30,013,620. In connection with the July Offering, the Corporation paid the Underwriters a cash commission equal to 4.5%.

On March 27, 2020, the Corporation completed an offering (the “March Offering”) (utilizing the short-form base shelf prospectus below) and issued 4,662,675 common shares at a price of $1.85 per share for aggregate gross proceeds of $8,625,948 for net cash proceeds of $7,764,000.

On September 21, 2018 the Corporation filed a short-form base shelf prospectus with the securities commissions in each of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario and a corresponding amendment to its registration statement on Form F-10 (Registration Statement) with the United States Securities and Exchange Commission (SEC) under the U.S./Canada Multijurisdictional Disclosure System, which would allow the Corporation to make offerings of common shares, warrants, subscription receipts and/or units up to an aggregate total of $50,000,000 during the 25-month period following September 21, 2018. As of the date of this MD&A, the balance remaining on the Shelf is $2,726,000.

 

 

Alexco Resource Corp. | 9 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020

 

 

On February 14, 2020, the Corporation completed the sale of AEG to AEG Management in consideration of $13,350,000 of which $12,100,000 was paid in cash on closing with the balance of $1,250,000 payable pursuant to a promissory note that matures on February 14, 2021.

The following table summarizes the current contractual obligations of the Corporation and associated payment requirements over the next five years and thereafter:

Contractual Obligations

(expressed in thousands of dollars)

 

Payments Due by Period

 

  

 

Total

  Less than
1 year
 

 

1 – 3 years

 

 

3 – 5 years

 

 

After 5 years

                
Leases  $1,278   $141   $848   $289    

 

$ Nil

 
Decommissioning and rehabilitation provision (undiscounted basis)
   7,317    225    727    134    6,231 
Committed Expenditures:
Purchase obligations
   5,684    825    4,357    502    

 

Nil

 
 Total  $14,279   $1,191   $5,932   $925   $6,231 

 

Sensitivity of Embedded Derivative

As discussed above, the valuation model for the embedded derivative related to the Wheaton SPA currently relies upon inputs from the PFS, such as payable ounces delivered and head grade, and will be updated as a result of updated studies, mine plans and actual production. Furthermore, the valuation model for the embedded derivative is updated quarterly to utilize a probability based dynamic pricing structure as opposed to a static pricing structure. As such, the discount rate used and silver price assumptions being updated quarterly are based on the risk-free yield curve and silver price forward curve at quarter end.

Based on assumptions used in the dynamic valuation model the value of the derivative asset as at June 30, 2020 is $11,678,000. If, for example, the silver price was to decline from the current spot price to US$13 per ounce and all other assumptions remained the same, the approximate derivative asset value would be $17,923,000. Similarly, if the silver price was to increase to US$25 per ounce and all other assumptions remained the same, the approximate derivative asset value would be $(1,722,000). The impacts of these swings in derivative asset value are recorded on the Statement of Profit and Loss through Other Income (Expenses) (see note 10 in the interim condensed consolidated financial statements for three and six month periods ended June 30, 2020 and 2019). The inputs that to date have had the greatest influence on the dynamic valuation model include changes in silver prices, anticipated mine plan silver production, interest rate yield curve, US dollar relative strength and time to production realization.

 

Alexco Resource Corp. | 10 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020

 

 

The following table summarizes the expected stand-alone impact on the embedded derivative asset value based on changes in model inputs:

Dynamic Model Input Change Expected Impact on Embedded Derivative Asset Value
Silver Price Increase Decrease
Silver Price Volatility Increase Decrease
Mill Silver Head Grade Increase Decrease
Decrease in timeframe to reach production Increase
Foreign Exchange: US dollar appreciates compared to CDN dollar Increase
Risk Free Yield Increase Decrease

 

Management expects that changes in the fair value of the embedded derivative asset prior to mine production will largely be driven by the risk-free yield curve and silver price forward curve as well as proximity to production date. In a market where the price of silver is static, these changes are expected to be nominal relative to a production scenario, at which time management expects the variability of the fair value adjustments to increase significantly as silver ounces are mined and delivered to Wheaton.

Note that certain inputs in the valuation model for the embedded derivative will change in Q3 2020 as a result of Alexco entering into an agreement with Wheaton to amend and restate its streaming agreement whereby the silver production payment made by Wheaton will be adjusted as outlined in Note 20 of the Q2-2020 financial statements.

Share Data

As at the date of this MD&A, the Corporation has 136,808,672 common shares issued and outstanding. In addition, there are outstanding incentive share options exercisable into a further 8,994,400 common shares, warrants to be settled by way of common shares issued from treasury for a further 2,000,000 common shares, restricted share units to be settled by way of common shares issued from treasury for a further 406,673 common shares and deferred share units to be settled by way of common shares issued from treasury for a further 255,000 common shares.

Financial Instruments

All of Alexco’s cash and cash equivalents at June 30, 2020 were held in the form of demand deposits. Alexco’s restricted cash and deposits were held in the form of term deposits and demand deposits. Alexco’s other financial instruments were its trade and other accounts receivable, its accounts payable and accrued liabilities, and its investment in marketable securities.

At June 30, 2020, a total of $2,913,000 of Alexco’s restricted cash and deposits represents cash collateral posted with a surety company to underwrite surety bonds for security in respect of mine-site reclamation at certain of Alexco’s mineral properties. The balance of Alexco’s restricted cash and deposits represent security provided in respect of certain long-term operating lease commitments. The term deposits held at June 30, 2020 as individual financial instruments carry initial maturity periods of one year or less. They have been classified as investments and accordingly are carried at amortized cost using the effective interest method. All term deposits held are high grade, low risk investments, generally yielding between 0.30% and 1.5% per annum, and their carrying amounts approximate their fair values given their short terms and low yields.

 

 

Alexco Resource Corp. | 11 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020

 

 

The carrying amounts of Alexco’s trade and other accounts receivable and accounts payable and accrued liabilities are estimated to reasonably approximate their fair values, while the carrying amount of investments in marketable securities and embedded derivative are adjusted to fair value at each balance sheet date. The fair values of all of Alexco’s financial instruments measured at June 30, 2020, other than the marketable securities that are included in investments, constitute Level 2 and Level 3 measurements within the fair value hierarchy defined under IFRS. The fair value of the investments in marketable securities constitute Level 1 measurements.

Substantially all of Alexco’s cash, demand deposits and term deposits are held with major financial institutions in Canada. With respect to these instruments, management believes the exposure to credit risk is insignificant due to the nature of the institutions with which they are held, and that the exposure to liquidity and interest rate risk is similarly insignificant given the low-risk-premium yields and the demand or short-maturity-period character of the deposits.

Alexco’s accounts and other receivables at June 30, 2020 total $1,977,000, comprising primarily of a promissory note receivable related to the sale of AEG and trade receivables from a government agency. The Corporation is exposed to credit losses due to the non-performance of its counterparties and considering that the concentration risk of its promissory note with one party, it does consider this to be a material risk. The Corporation’s customer for the current environmental business operations (carried out by ERDC) is a government body and therefore is not considered a material risk. For its trade receivables, the Corporation applies the simplified approach for determining expected credit losses, which require the Corporation to determine the lifetime, expected losses for all its trade receivables. The expected lifetime credit loss provision for its trade receivables is based on historical counterparty default rates and adjusted for relevant forward-looking information, when required. Because of factors including that its customers have been considered a low default risk to date, the historical default rates are low and the lifetime expected credit loss allowance for trade receivables is nominal as at June 30, 2020. Accordingly, the Corporation did not record any adjustment relating to the implementation of the expected credit loss model for its trade receivables and promissory note receivable.

All of Alexco’s property, plant and equipment and mineral properties are located in Canada and all of its mining operations and mineral exploration occur in Canada. Also, while a significant majority of the Corporation’s operating costs are denominated in Canadian dollars, it does have some exposure to costs, and therefore accounts payable and accrued liabilities, denominated in US dollars.

The Corporation has not employed any hedging activities in respect of the prices for its payable metals or for its exposure to fluctuations in the value of the US dollar.

Off-Balance Sheet Arrangements

Alexco has no off-balance sheet arrangements as defined by National Instrument 52-109.

Related Party Transactions

The Corporation’s related parties include its subsidiaries and key management personnel. Key management includes the Corporation’s Board of Directors and members of senior management. Key management compensation for the three and six month periods ended June 30, 2020 and 2019 were as follows:

 

 

Alexco Resource Corp. | 12 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020

 

 

(expressed in 000’s of dollars)  Three months ended  Six months ended
   2020  2019  2020  2019
             
Salaries and other short-term benefits  $466   $532   $1,300   $1,478 
Share-based compensation   348    481    711    1,490 
                     
   $814   $1,013   $2,011   $2,968 

 

On February 14, 2020, pursuant to the AEG Sale Agreement, Alexco sold AEG to AEG Management led by AEG’s President.

 

 

Critical Accounting Estimates and Judgments

The Corporation’s significant accounting policies as well as significant judgment and estimates are presented in Notes 3 and 5 of Alexco’s December 31, 2019 annual consolidated financial statements and also presented in note 2 of Alexco’s interim condensed financial statements for the three and six month period ended June 30, 2020.

 

Non-GAAP Measures

The Corporation presents non-GAAP measures, which are not defined in IFRS. A description and calculation of the measures are given below and may differ from similarly named measures provided by other issuers. We disclose these measures because we believe it assists readers in understanding Alexco’s financial position. These measures should not be considered in isolation or used in substitute for other measures prepared in accordance with IFRS.

Net Working Capital

Consolidated net working capital comprises those components of current assets and liabilities which support and results from the Corporation’s ongoing running of its current operations. It is provided to give a quantifiable indication of the Corporation’s short-term cash generation ability and business efficiency. As a measure linked to current operations and sustainability of the business, net working capital includes: cash and cash equivalents, accounts and other receivables, investments, inventories, and prepaids expenses and other, less accounts payable and accrued liabilities, lease liabilities, and environmental services contract loss provision. Excluded components are deferred revenue and flow-through share premium pending renunciation.

Internal Control Over Disclosure Controls and Procedures and Financial Reporting

Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the accounting principles under which the Corporation’s financial statements are prepared. As required under National Instrument 52-109, management advises that during the quarter, the Corporation’s employees began working remotely from home. This change has required certain processes and controls that were previously done or documented manually to be completed and retained in electronic form. Despite the changes required by the current environment, there have been no significant changes in the Corporation’s internal control over financial reporting during the quarter ended June 30, 2020 that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

 

Alexco Resource Corp. | 13 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020

 

 

Risk Factors

Except as set forth below, there have been no material changes to the risk factors set forth in Alexco Annual Information Form for the year ended December 31, 2019. The risk factors included in our Annual Information Form for the year ended December 31, 2019, in addition to the other information set forth in this MD&A, could materially affect our business, financial condition or results of operations. Additional risks and uncertainties not currently known to us or that we deem to be immaterial could also materially adversely affect our business, financial condition or results of operations.

The outbreak of the coronavirus (COVID-19) may affect our operations.

Global markets have been adversely impacted by emerging infectious diseases and/or the threat of outbreaks of viruses, other contagions or epidemic diseases, including more recently, the novel COVID-19. A significant outbreak or continued outbreaks could result in a widespread crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn which could adversely affect the Company’s business and the market price of the common shares. Many industries, including the mining industry, have been impacted by these market conditions. If increased levels of volatility continue or in the event of a rapid destabilization of global economic conditions, it may result in a material adverse effect on commodity prices, demand for metals, availability of credit, investor confidence, and general financial market liquidity, all of which may adversely affect the Company’s business and the market price of the Company’s securities. In addition, there may not be an adequate response to emerging infectious diseases, or significant restrictions may be imposed by a government, either of which may impact mining operations. There are potentially significant economic and social impacts, including labour shortages and shutdowns, delays and disruption in supply chains, social unrest, government or regulatory actions or inactions, including quarantines, declaration of national emergencies, permanent changes in taxation or policies, decreased demand or the inability to sell and deliver concentrates and resulting commodities, declines in the price of commodities, delays in permitting or approvals, suspensions or mandated shut downs of operations, governmental disruptions or other unknown but potentially significant impacts. At this time the Company cannot accurately predict what effects these conditions will have on its operations or financial results, due to uncertainties relating to the ultimate geographic spread, the duration of the outbreak, and the length restrictions or responses that have been or may be imposed by the governments. Any new outbreaks or the continuation of the existing outbreaks or threats of any additional outbreaks of a contagion or epidemic disease could have a material adverse effect on the Company, its business and operations.

 

Alexco Resource Corp. | 14 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020

 

 

Summary of Mineral Reserve and Resource Estimates

The following tables sets forth the estimated probable mineral reserves and estimated mineral resources for Alexco’s mineral properties within the KHSD:

 

Summary of Probable Mineral Reserve Estimates

Category 1,2,4 Property   Tonnes   Ag   (g/t)  

Au

(g/t)

 

Pb

(%)

  Zn (%)

Contained Ag

(oz)

Probable Bellekeno3   40,109   843   -   11.8   6.3 1,087,000
Lucky Queen3   70,717 1,244 0.12 2.6 1.4 2,828,000
Flame & Moth3     704,211 672 0.49 2.7 5.7 15,215,000
Bermingham3     362,343 972 0.13 2.6 1.3 11,323,000
Total Probable Mineral Reserves   1,177,380   804   0.34   3.0   4.1 30,453,000

Notes:

1.All mineral reserves for this table have the effective date of March 28, 2019 and are classified following the CIM Definition Standards for Mineral Resources and Mineral Reserves (May 2014), in accordance with the CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines and the guidelines of NI 43-101.
2.All numbers have been rounded to reflect the relative accuracy of the estimates.
3.The Bellekeno, Lucky Queen, Flame & Moth and Bermingham deposits are incorporated into the current mine plan supported by disclosure in the news release dated March 28, 2019 entitled “Alexco Announces Positive Pre-Feasibility Study for Expanded Silver Production at Keno Hill Silver District” and the PFS filed on SEDAR dated February 13, 2020 with an effective date of March 28, 2019.
4.The disclosure regarding the summary of probable mineral reserves for Alexco’s mineral properties within the Keno Hill District has been reviewed and approved by Neil Chambers, P.Eng., Mine Superintendent and a Qualified Person as defined by NI 43-101.

Summary of Indicated and Inferred Mineral Resource Estimates

(Indicated mineral resources are inclusive of probable mineral reserve estimates)

Category 1,2,3,7,9 Property

 

 

 Tonnes  

Ag

(g/t)

 

Au

(g/t)

  Pb  (%)  

Zn

(%)

Contained Ag (oz)
Indicated

Bellekeno2,4&5

Lucky Queen2,4&6

Flame & Moth2,4&6

Onek4&6

Bermingham2,4&5

 

262,000

132,300

1,679,000

700,200

1,102,300

 

585

1,167

498

191

930

 

n/a

0.2

0.4

0.6

0.1

 

3.5

2.4

1.9

1.2

2.4

 

5.3

1.6

5.3

11.9

1.7

4,928,000

4,964,000

26,883,000

4,300,000

32,959,000

Total Indicated Sub-Surface Deposits 3,875,800   594   0.3   2.0   5.3 74,034,000
  Elsa Historical Tailings7 2,490,000   119   0.1   1.0   0.7 9,527,000
Total Indicated All Deposits 6,365,800   408   0.3   1.6   3.5 83,561,000
                       
Inferred

Bellekeno4&5

Lucky Queen4&6

Flame & Moth4&6

Onek4&6

Bermingham4&5

243,000

257,900

365,200

285,100

509,400

 

428

473

356

118

717

 

n/a

0.1

0.3

0.4

0.2

 

4.1

1.0

0.5

1.2

1.7

 

5.1

0.8

4.3

8.3

1.5

3,344,000

3,922,000

4,180,000

1,082,000

11,743,000

Total Inferred 1,660,600   455   0.2   1.6   3.7 24,271,000

Notes:

1.All mineral resources, except the Elsa Historical Tailings Resource, are classified following the CIM Definition Standards for Mineral Resources and Mineral Reserves (May 2014) of NI 43-101.
2.Indicated mineral resources are inclusive of mineral reserves estimates.
3.Mineral resources are not all mineral reserves and do not have demonstrated economic viability. All numbers have been rounded to reflect the relative accuracy of the estimates.
4.The mineral resource estimates comprising Bellekeno, Lucky Queen and Flame & Moth, Onek and Bermingham are supported by disclosure in the news release dated March 28, 2019 entitled “Alexco Announces Positive Pre-Feasibility Study for Expanded Silver Production at Keno Hill Silver District” and the technical report filed on SEDAR dated February 13, 2020 with an effective date of March 28, 2019.
5.The mineral resource estimate for the Bermingham and Bellekeno deposits are based on mineral resource estimates having an effective date of March 28, 2019. The Bellekeno deposit has been depleted to reflect all mine production from the Bellekeno mine to date.
6.The mineral resource estimate for the Lucky Queen, Flame & Moth and Onek deposits have an effective date of January 3, 2017.
7.The mineral resource estimate for the Elsa Tailings has an effective date of April 22, 2010 and is supported by the technical report dated June 16, 2010 entitled “Mineral Resource Estimation, Elsa Tailings Project, Yukon, Canada”. The Elsa Historical Tailings Resource is classified following the CIM Definition Standards for Mineral Resources and Mineral Reserves (December 2005 of NI 43-101.

 

Alexco Resource Corp. | 15 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020

 

 

8.The disclosure regarding the summary of estimated mineral resources for Alexco’s mineral properties within the Keno Hill District has been reviewed and approved by Dr. Gilles Arseneau, P.Geo (Lucy Queen, Flame & Moth, and Onek deposits), Cliff Revering, P.Eng (Bermingham deposit), and David Farrow, P.GEO.PrSciNat (Bellekeno deposit), Qualified Persons as defined by NI 43-101.

 

Summary of Historical Resource Estimates

   Tonnes    Ag (g/t)    Au (g/t)   Pb (%)   Zn (%)

Contained Ag

(oz)

Historical

Resources

 

Silver King1,2                  
- Proven, probable and indicated            99,000                  1,354  n/a 1.6% 0.1%   4,310,000
- Inferred            22,500                  1,456  n/a 0.1%  n/a  1,057,000

Notes:

1.Historical resources for Silver King were estimated by UKHM, as documented in an internal report entitled “Mineral Resources and Mineable Ore Reserves” dated March 9, 1997. The historical resources were estimated based on a combination of surface and underground drill holes and chip samples taken on the vein and calculated using the polygonal (block) model and the 1997 CIM definitions for resource categories. Verification of the estimate would require new drill holes into a statistically significant number of the historical resource blocks and/or a combination of on-vein sampling. A Qualified Person (as defined by NI 43-101) has not done sufficient work to classify this estimate of historical resources as current mineral resources or mineral reserves, nor is Alexco treating this historical estimate as current mineral resources or mineral reserves.
2.The disclosure regarding the summary of historical mineral resources for Alexco’s mineral properties within the Keno Hill District has been reviewed and approved by Neil Chambers, P.Eng., Mine Superintendent and a Qualified Person as defined by NI 43-101.

 

Alexco Resource Corp. | 16 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020

 

 

Cautionary Statement Regarding Forward-Looking Statements

This MD&A contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of applicable Canadian securities laws (together, “forward-looking statements”) concerning the Corporation's business plans, including but not limited to anticipated results and developments in the Corporation’s operations in future periods, planned exploration and development of its mineral properties, plans related to its business and other matters that may occur in the future, made as of the date of this MD&A.

Forward-looking statements may include, but are not limited to, statements with respect to future remediation and reclamation activities, future mineral exploration, the estimation of mineral reserves and mineral resources, the realization of mineral reserve and mineral resource estimates, future mine construction and development activities, future mine operation and production, the timing of activities, the requirements for additional capital and sources and uses of funds. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects”, “anticipates”, “plans”, “estimates”, “intends”, “strategy”, “goals”, “objectives” or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be “forward-looking statements”.

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements. Such factors include, but are not limited to, risks and uncertainties related to the COVID-19 pandemic including but not limited to business closures, quarantines and a general reduction in consumer activity; risks related to actual results and timing of exploration and development activities; actual results and timing of mining activities; actual results and timing of environmental services operations; actual results and timing of remediation and reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of silver, gold, lead, zinc and other commodities; possible variations in mineable resources, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; First Nation rights and title; continued capitalization and commercial viability; global economic conditions; competition; and delays in obtaining governmental approvals or financing or in the completion of development activities. Furthermore, forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Corporation or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including but not limited to those referred to in this MD&A under the heading “Risk Factors” and elsewhere.

Forward-looking statements are based on certain assumptions that management believes are reasonable at the time they are made. In making the forward-looking statements included in this MD&A, the Corporation has applied several material assumptions, including, but not limited to, the assumption that: (1) additional financing needed for the capacity related refund under the silver purchase agreement with Wheaton will be available on reasonable terms; (2) additional financing needed for the capacity related refund under the SPA with Wheaton will be available on reasonable terms; (3) additional financing needed for further exploration and development work on the Corporation's properties will be available on reasonable terms; (4) the proposed development of its mineral projects will be viable operationally and economically and proceed as planned; (5) market fundamentals will result in sustained silver, gold, lead and zinc demand and prices, and such prices will not be materially lower than those estimated by management in preparing the interim condensed consolidated financial statements for the three month period ended March 31, 2020; (6) market fundamentals will result in sustained silver, gold, lead and zinc demand and prices, and such prices will be materially consistent with or more favourable than those anticipated in the PFS (as defined under "Description of the Business – KHSD Property"); (7) the actual nature, size and grade of its mineral resources are materially consistent with the resource estimates reported, including the PFS; (8) labor and other industry services will be available to the Corporation at prices consistent with internal estimates; (9) the continuances of existing and, in certain circumstances, proposed tax and royalty regimes; and (10) that other parties will continue to meet and satisfy their contractual obligations to the Corporation. Statements concerning mineral reserve and resource estimates may also be deemed to constitute forward-looking information to the extent that they involve estimates of the mineralization that will be encountered if the property is developed. Other material factors and assumptions are discussed throughout this MD&A and, in particular, under both “Critical Accounting Estimates” and “Risk Factors”.

 

 

Alexco Resource Corp. | 17 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020

 

 

The Corporation's forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made and should not be relied on as representing the Corporation's views on any subsequent date. While the Corporation anticipates that subsequent events may cause its views to change, the Corporation specifically disclaims any intention or any obligation to update forward-looking statements if circumstances or management's beliefs, expectations or opinions should change, except as required by applicable law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

Technical Disclosure Cautionary Note to U.S. Investors – Information Concerning Preparation of Resource Estimates

The material scientific and technical information in respect of Alexco’s KHSD project in the MD&A, unless otherwise indicated is based upon the information contained in the PFS. Readers are encouraged to read the PFS, which is available under the Corporation’s profile on SEDAR, for detailed information concerning KHSD. All disclosure contained in this MD&A regarding the mineral reserves and mineral resource estimates and economic analysis on the property is fully qualified by the full disclosure contained in the PFS.

A production decision which is made without a feasibility study of mineral reserves demonstrating economic and technical viability carries additional potential risks which include, but are not limited to, the risk that additional detailed work may be necessary with respect to mine design and mining schedules, metallurgical flow sheets and process plant designs, and the noted inherent risks pertaining to the inclusion of approximately 2% Inferred Mineral Resources (as defined herein) in the mine plan.

This MD&A has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) – CIM Definition Standards for Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ from the definitions in the United States Securities and Exchange Commission’s (“SEC”) Industry Guide 7 under the United States Securities Act of 1933, as amended. Under SEC Industry Guide 7, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves, and all necessary permits and government authorizations must be filed with the appropriate governmental authority.

In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that all or any part of a mineral deposit in these categories will ever be converted into SEC Industry Guide 7 reserves. Under Canadian rules, Inferred Mineral Resources (as defined herein) can only be used in economic studies as provided under NI 43-101. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an Inferred Mineral Resource exists or is economically or legally mineable. An “Inferred Mineral Resource” is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource (as defined herein) and must not be converted to a mineral reserve. It is reasonably expected that the majority of inferred mineral resources could be upgraded to indicated mineral resources with continued exploration. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC Industry Guide 7 standards as in place tonnage and grade without reference to unit measures.

 

 

Alexco Resource Corp. | 18 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2020

 

 

Accordingly, information concerning mineral deposits contained in this MD&A may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC. These amendments became effective February 25, 2019 (the “SEC Modernization Rules”) and, following a two-year transition period, the SEC Modernization Rules will replace the historical property disclosure requirements for mining registrants that are included in SEC Industry Guide 7. Following the transition period, as a foreign private issuer that files its annual report of Form 40-F with the SEC pursuant to the multi-jurisdictional disclosure system, the Company is not required to provide disclosure on its mineral properties under the SEC Modernization Rules and will continue to provide disclosure under NI 43-101 and the CIM Definition Standards. If the Company ceases to be a foreign private issuer or lose its eligibility to file its annual report on Form 40-F pursuant to the multi-jurisdictional disclosure system, then the Company will be subject to the SEC Modernization Rules which differ from the requirements of NI 43-101 and the CIM Definition Standards.

Additional Information

Additional information relating to Alexco, including Alexco’s Annual Information Form for the year ended December 31, 2019 can be found on the Corporation’s profile on SEDAR at www.sedar.com.

 

Alexco Resource Corp. | 19 

Exhibit 99.3

 

 

 

Form 52-109F2

Certification of interim filings - full certificate

 

I, Clynton Nauman, Chairman and Chief Executive Officer of Alexco Resource Corp., certify the following:

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Alexco Resource Corp. (the “issuer”) for the interim period ended June 30, 2020.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

5.3Limitation on scope of design: N/A

 

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2020 and ended on June 30, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: August 12, 2020

 

“Clynton Nauman”

_______________________

Clynton Nauman

Chairman and Chief Executive Officer

 

 

Exhibit 99.4

 

 

 

Form 52-109F2

Certification of interim filings - full certificate

 

I, Michael Clark, Chief Financial Officer of Alexco Resource Corp., certify the following:

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Alexco Resource Corp. (the “issuer”) for the interim period ended June 30, 2020.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

5.3Limitation on scope of design: N/A

 

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2020 and ended on June 30, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

 

Date: August 12, 2020

 

“Michael Clark”

_______________________

Michael Clark

Chief Financial Officer