UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

 

 

FORM 6-K/A

 

 

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934

 

For the month of January, 2023

 

Commission File Number 001-13422

 

AGNICO EAGLE MINES LIMITED 

(Translation of registrant’s name into English)

 

145 King Street East, Suite 400, Toronto, Ontario M5C 2Y7 

(Address of principal executive office)

 

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

 

Form 20-F ¨   Form 40-F x

 

 

 

 

 

 

EXPLANATORY NOTE

 

On December 21, 2022, Agnico Eagle Mines Limited (the “Registrant”) furnished to the Securities and Exchange Commission a Report on Form 6-K (the “Initial Report”) which included a Business Acquisition Report, dated May 9, 2022, attached as Exhibit 99.1 thereto (the “Business Acquisition Report”). The Business Acquisition Report, in Schedule A thereto, included the audited annual consolidated financial statements of Kirkland Lake Gold Ltd. (“KLG”) for the years ended December 31, 2021 and 2020, together with notes thereto, which, in the case of the year ended December 31, 2021, were audited by KPMG LLP (“KPMG”) in accordance with Canadian generally accepted auditing standards (the “Original Financial Statements”).

 

Subsequently, KPMG issued an independent auditors’ report, dated January 25, 2023, with respect to the audit of the consolidated financial statements of KLG for the year ended December 31, 2021, which audit was conducted in accordance with United States generally accepted auditing standards (the “2021 Audit Report”), and the notes to the Original Financial Statements were updated to reflect the following subsequent event: a legal dispute that was previously disclosed in the Original Financial Statements was settled so the respective contingency note disclosure was updated (see Note 27 to the Original Financial Statements).

 

In addition, KPMG also provided a report of independent registered public accounting firm, dated February 24, 2021, with respect to the audit of the consolidated financial statements of KLG for the year ended December 31, 2020, which audit was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the “2020 Audit Report”).

 

The Original Financial Statements, updated as described above, together with the 2021 Audit Report and the 2020 Audit Report, are attached hereto as Exhibit 99.2 (collectively, the “Updated Financial Statements”).

 

This Amendment to the Initial Report is being furnished by the Registrant for the purpose of (i) furnishing the Updated Financial Statements and (ii) incorporating by reference the following documents (collectively, the “Incorporated Materials”) into the Registration Statements (as defined below):

 

1.Items 1 through 3 of the Business Acquisition Report, other than the Original Financial Statements which are included in Item 3 of the Business Acquisition Report and attached as Schedule A thereto.

 

2.The Updated Financial Statements.

 

INCORPORATION BY REFERENCE

 

The Incorporated Materials are hereby incorporated by reference into each of the following registration statements of the Registrant, in each case as amended (collectively, the “Registration Statements”): (i) the Registration Statement on Form S-8 (File no. 333-130339); (ii) the Registration Statement on Form S-8 (File no. 333-152004); and (iii) the Registration Statement on Form F-3 (File no. 333-249203). KPMG’s consents to such incorporation by reference are attached hereto as Exhibits 23.1 and 23.2.

 

EXHIBITS

 

Exhibit No.   Description
     
23.1   Consent of KPMG LLP
23.2   Consent of KPMG LLP
99.1   Business Acquisition Report, dated May 9, 2022 (incorporated by reference to Exhibit 99.1 to the Initial Report)
99.2   Updated Financial Statements

 

 

 

 

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.

 

  AGNICO EAGLE MINES LIMITED
   
Date: January 27, 2023 /s/ Chris Vollmershausen
  By: Chris Vollmershausen
  Title: Executive Vice-President, Legal, General Counsel & Corporate Secretary

 

 

 

 

Exhibit 23.1

 

 

kpmg LLP

Bay Adelaide Centre

333 Bay Street, Suite 4600

Toronto, ON M5H 2S5

Canada
Tel 416-777-8500
Fax 416-777-8818

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the registration statements on Form S-8 (333-130339, 333-152004) and Form F-3 (333-249203) of Agnico Eagle Mines Limited of our report dated February 22, 2021, with respect to the consolidated financial statements of Kirkland Lake Gold Ltd., which comprise the consolidated balance sheet as of December 31, 2020, the related consolidated statements of operations and comprehensive income, changes in equity, and cash flows for the year then ended and the related notes, which report appears in the Form 6-K/A of Agnico Eagle Mines Limited dated January 27, 2023.

 

/s/ KPMG LLP


January 27, 2023

Toronto, Canada

 

 

 

 

 

Exhibit 23.2

 

 

 

kpmg LLP

Bay Adelaide Centre

333 Bay Street, Suite 4600

Toronto, ON M5H 2S5

Canada
Tel 416-777-8500
Fax 416-777-8818

 

Consent of Independent Auditors

 

We consent to the incorporation by reference in the registration statements on Form S-8 (333-130339, 333-152004) and Form F-3 (333-249203) of Agnico Eagle Mines Limited of our report dated January 25, 2023, with respect to the consolidated financial statements of Kirkland Lake Gold Ltd., which comprise the consolidated statement of financial position as of December 31, 2021, the related consolidated statements of operations and comprehensive income, changes in equity, and cash flows for the year then ended and the related notes, which report appears in the Form 6-K/A of Agnico Eagle Mines Limited dated January 27, 2023.

 

/s/ KPMG LLP


January 27, 2023

Toronto, Canada

 

 

E ONLY

Exhibit 99.2

 

 

CONSOLIDATED FINANCIAL STATEMENTS

 

December 31, 2021 and 2020

 

1

 

 

 

 

KPMG LLP

Bay Adelaide Centre

333 Bay Street, Suite 4600
Toronto, ON M5H 2S5
Canada

Tel 416-777-8500

Fax 416-777-8818

 


Independent Auditors’ Report

 

To the Shareholder and Board of Directors of Kirkland Lake Gold Ltd.:

 

Opinion

 

We have audited the consolidated financial statements of Kirkland Lake Gold Ltd. (the Company), which comprise the consolidated statement of financial position as of December 31, 2021, and the related consolidated statements of operations and comprehensive income, changes in equity, and cash flows for the year then ended, and the related notes to the consolidated financial statements.

 

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

 

Basis for Opinion

 

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Responsibilities of Management for the Consolidated Financial Statements

 

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS as issued by the IASB, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise significant doubt about the Company’s ability to continue as a going concern for one year after the date that the consolidated financial statements are authorized for issuance.

 

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

 

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

 

2

 

 

In performing an audit in accordance with GAAS, we:

 

Exercise professional judgment and maintain professional skepticism throughout the audit.

 

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

 

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

 

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.

 

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise significant doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

 

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

 

 

Chartered Professional Accountants, Licensed Public Accountants

 

Toronto, Canada
January 25, 2023

 

3

 

 

 

KPMG LLP

Bay Adelaide Centre

333 Bay Street, Suite 4600
Toronto, ON M5H 2S5
Canada

Tel 416-777-8500

Fax 416-777-8818

 

Report of Independent Registered Public Accounting Firm

 

To the Shareholders and Board of Directors of Kirkland Lake Gold Ltd.:

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Kirkland Lake Gold Ltd. (the Company) as of December 31, 2020, the related consolidated statements of operations and comprehensive income, changes in equity, and cash flows for the year then ended and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and its financial performance and its cash flows for the year then ended, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provide a reasonable basis for our opinion.

 

Critical Audit Matters

 

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

Accounting for the Acquisition of Detour Gold Corporation

 

As discussed in Notes 4 and 6 to the consolidated financial statements, the Company completed the acquisition of Detour Gold Corporation (“Detour”) on January 31, 2020 and acquired 100% of the issued and outstanding shares of Detour by issuing shares of the Company with an acquisition date fair value of $3,134,444 thousand. In allocating the purchase consideration to the acquired assets and liabilities, $2,364,184 thousand was allocated to mining interests. To determine the fair value of mining interests, the Company used a discounted cash flow approach.

 

We identified the evaluation of the fair value of mining interests assets acquired in the Detour acquisition as a critical audit matter. Significant auditor judgment was required because there was a high degree of measurement uncertainty associated with the key inputs being the future gold prices, foreign exchange rates, expected future production costs and capital expenditures, discount rate and the estimated quantities of mineral reserves and resources.

 

4

 

 

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to this critical audit matter. This included controls related to the Company’s process to estimate the fair value of the acquired mining interests, including controls over the review of key inputs used in the Company’s estimated fair value of mining interests. We compared the future production costs and capital expenditures in the discounted cash flow models to third party technical reports and to actual historical costs incurred. We evaluated the Company’s estimate of mineral reserves and resources by comparing the estimates to third party technical reports and actual historical results incurred. We involved valuation professionals with specialized skills and knowledge, who assisted with 1) evaluating the future gold prices and foreign exchange rates by comparing to estimates that were independently developed using publicly available third party sources and data for comparable entities; and 2) evaluating the Company’s discount rate, by comparing it against a discount rate range that was independently developed using publicly available market data for comparable entities.

 

Evaluation of Uncertain Tax Positions

 

As discussed in Notes 4 and 10 to the consolidated financial statements, in determining the provision for income taxes, the Company interprets income tax legislation, case law and records an estimate of the amount required to settle income tax obligations. The Company is subject to income tax audits by tax authorities in the jurisdictions in which it operates. Income tax law can be complex and the interpretation of income tax laws by tax authorities or the courts may vary from the Company’s view.

 

We identified the evaluation of uncertain income tax positions as a critical audit matter. A high degree of auditor judgment was required to evaluate the Company’s interpretation of, and compliance with income tax law in the relevant jurisdictions and the estimate of the ultimate resolution of its income tax filing positions.

 

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the critical audit matter. This included controls related to the Company’s income tax process, including controls related to the identification and interpretation of income tax law in the various jurisdictions in which it operates and the determination of uncertain income tax positions. We involved tax professionals with specialized skills, industry knowledge, and relevant experience who assisted in evaluating the Company’s interpretations of income tax legislation and case law by 1) inspecting advice obtained by the Company from external specialists, and 2) developing an independent assessment of the Company’s uncertain income tax positions based on our understanding and interpretation of income tax laws and comparing it to the Company’s assessment.

 

 

Chartered Professional Accountants, Licensed Public Accountants

 

Toronto, Canada

 

February 24, 2021

 

5

 

 

KIRKLAND LAKE GOLD LTD.

Consolidated Statements of Financial Position

(In thousands of United States Dollars)

 

As at  Note   December 31, 2021   December 31, 2020 
Assets              
Current assets              
Cash & cash equivalents      $939,335   $847,638 
Accounts receivable  11    50,267    18,674 
Inventories  12    190,221    149,203 
Prepaid expenses       23,025    16,667 
Income tax receivable       42,179    4,488 
        1,245,027    1,036,670 
Non-current assets              
Other long-term assets  13    84,513    115,887 
Mining interests and plant and equipment  14    5,927,640    5,804,199 
Intangible asset  3    67,950    89,697 
Deferred tax assets  10    46,538    34,083 
       $7,371,668   $7,080,536 
Liabilities              
Current liabilities              
Accounts payable and accrued liabilities  15   $235,798   $235,950 
Dividends payable  20    49,443    50,268 
Share based liabilities  17    14,517    25,745 
Lease obligations  16    5,328    6,896 
Income tax payable       5,946    141,513 
Provisions  18    22,017    71,976 
        333,049    532,348 
Non-current liabilities              
Share based liabilities  17    8,421    8,618 
Lease obligations  16    15,967    19,275 
Provisions  18    166,262    164,807 
Deferred proceeds  19    77,575    77,575 
Deferred tax liabilities  10    1,326,686    1,192,982 
       $1,927,960   $1,995,605 
Shareholders' equity              
Share capital       3,195,972    3,289,497 
Reserves       21,185    31,244 
Accumulated other comprehensive income       (13,973)   235,709 
Retained earnings       2,240,524    1,528,481 
        5,443,708    5,084,931 
       $7,371,668   $7,080,536 

 

Commitments and Contractual Obligations (Note 26)

Subsequent events (Note 1)

 

Signed “ Chris Vollmershausen ” DIRECTOR

 

The accompanying notes are an integral part of the consolidated financial statements

 

6

 

 

KIRKLAND LAKE GOLD LTD. 

Consolidated Statements of Operations and Comprehensive Income

For the years ended December 31, 2021 and December 31, 2020

(In thousands of United States Dollars, except per share amounts)

 

       Year ended   Year ended 
   Note(s)   December 31, 2021   December 31, 2020 
Revenue      $2,573,196   $2,460,104 
Production costs       (676,860)   (587,306)
Royalty expense       (84,919)   (85,485)
Depletion and depreciation  14    (434,465)   (383,052)
Earnings from mine operations       1,376,952    1,404,261 
Expenses              
General and administrative       (67,232)   (60,490)
Transaction costs  1, 6    (12,264)   (33,131)
Impairment loss  14    (95,984)    
Exploration       (31,853)   (14,415)
Care and maintenance       (17,362)   (33,004)
Rehabilitation costs  18    (1,775)   (33730)
Earnings from operations       1,150,482    1,229,491 
Other loss, net  8    (2,676)   (72,489)
Finance items              
Finance income  9    1,101    3,543 
Finance costs  9    (3,018)   (7,836)
Earnings before income taxes       1,145,889    1,152,709 
Current income tax expense  10    (189,521)   (276,945)
Deferred income tax expense  10    (131,937)   (88,059)
Net earnings       824,431    787,705 
Other comprehensive income (loss)              
Items that have been or may be subsequently reclassified to net earnings:              
Exchange differences on translation of foreign operations       (47,178)   236,360 
Items that will not be subsequently reclassified to net earnings:              
Changes in fair value of investments in equity securities, net of $1,010 tax recovery  13    (36,845)   (15,222)
Total other comprehensive income (loss)       (84,023)   221,138 
Comprehensive income      $740,408   $1,008,843 
               
Basic earnings per share  20(c)   $3.10   $2.91 
Diluted earnings per share  20(c)   $3.09   $2.91 
               
Weighted average number of common shares outstanding (in 000's)              
Basic  20(c)    265,777    270,401 
Diluted  20(c)    266,605    271,355 

 

The accompanying notes are an integral part of the consolidated financial statements

 

7

 

 

KIRKLAND LAKE GOLD LTD. 

Consolidated Statements of Cash Flows

For the years ended December 31, 2021 and December 31, 2020 

(In thousands of United States Dollars)

 

       Year ended   Year ended 
   Note   December 31, 2021   December 31, 2020 
Operating activities              
Net earnings      $824,431   $787,705 
Adjustments for the following items:              
Depletion and depreciation       434,465    383,052 
Impairment loss       95,984     
Share based payment expense  17    8,782    10,457 
Redeemed share based units  17    (20,196)   (31,907)
Other loss, net       (6,407)   70,188 
Finance items, net       1,917    1,938 
Loss on derivatives           2,355 
Income tax expense       321,458    365,004 
Accretion on long-term debt           298 
Rehabilitation costs       1,775    33,730 
Cash reclamation expenditures       (45,418)   (11,553)
Change in non-cash working capital  21    (59,967)   22,065 
Operating cash flows before interest and income taxes       1,556,824    1,633,332 
Interest received       1,101    3,543 
Income tax paid       (354,644)   (321,084)
Net cash provided by operating activities       1,203,281    1,315,791 
Investing activities              
Additions to mining interests  14    (318,784)   (239,713)
Additions to plant and equipment  14    (397,889)   (343,014)
Investments in equity securities  13    (11,729)   (27,244)
Proceeds received from Newmont Option  19        75,000 
Sale of investments in equity securities  13    6,897    174,334 
Other       235    (3,051)
Cash and cash equivalents acquired in Detour acquisition  6        173,916 
Net cash used in investing activities       (721,270)   (189,772)
Financing activities              
Net credit facility repayment  6        (98,643)
Unwinding of derivative liabilities  6        (30,259)
Proceeds from exercise of stock options  20(a)    910    3,581 
Interest paid       (1,402)   (3,525)
Payment of lease obligations  16    (5,603)   (10,216)
Share repurchases  20(a)    (183,557)   (732,436)
Payment of dividends  20(a)    (199,806)   (115,942)
Net cash used in financing activities       (389,458)   (987,440)
Impact of foreign exchange on cash balances       (856)   1,853 
Change in cash       91,697    140,432 
Cash, beginning of year       847,638    707,206 
Cash, end of year      $939,335   $847,638 

 

Supplemental cash flow information – Note 21

 

The accompanying notes are an integral part of the consolidated financial statements

 

8

 

  

KIRKLAND LAKE GOLD LTD.

Consolidated Statements of Changes in Equity 

For the years ended December 31, 2021 and December 31, 2020

(In thousands of United States Dollars, except share information)

  

      Share Capital   Reserves   Accumulated other
comprehensive income (loss)
       
   Note  Shares
(000s)
   Amount   Share based
payments and
other reserves
   Foreign
currency
translation
   Investment
revaluation
   Retained
earnings
   Shareholders'
equity
 
Balance at December 31, 2019     209,625   $886,309   $28,843   $(60,234)  $74,805   $887,031   $1,816,754 
Exercise of share options, including transfer from reserves  20(a)  182    4,173    (592)               3,581 
Reclass of foreign currency translation                 (7,378)       7,378     
Acquisition of Detour Gold Corporation, net of share issue costs  6  77,217    3,131,451    2,993                3,134,444 
Foreign currency translation                 243,738            243,738 
Change in fair value of investments in equity securities, net of $1,644 tax expense                     (15,222)       (15,222)
Dividends declared  20(a)                      (153,633)   (153,633)
Share repurchases     (18,926)   (732,436)                   (732,436)
Net earnings                         787,705    787,705 
Balance at December 31, 2020     268,098   $3,289,497   $31,244   $176,126   $59,583   $1,528,481   $5,084,931 
Effect of change in functional currency  3(b)      88,868    (9,805)   (165,659)       86,596     
Exercise of share options, including transfer from reserves  20(a)  79    1,164    (254)               910 
Foreign currency translation                 (47,178)           (47,178)
Change in fair value of investments in equity securities, net of $1,010 tax recovery                     (36,845)       (36,845)
Dividends declared  20(a)                      (198,984)   (198,984)
Share repurchases  20(a)  (4,466)   (183,557)                   (183,557)
Net earnings                         824,431    824,431 
Balance at December 31, 2021     263,711   $3,195,972   $21,185   $(36,711)  $22,738   $2,240,524   $5,443,708 

 

The accompanying notes are an integral part of the consolidated financial statements

 

9

 

 

 

 

KIRKLAND LAKE GOLD LTD. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)

     

 

1. DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS

 

Kirkland Lake Gold Ltd. (individually, or collectively with its subsidiaries, as applicable, the "Company"), is a Company incorporated in the province of Ontario, Canada. The Company’s head office, principal address and records office are located at 200 Bay Street, Suite 2800, Toronto, Ontario, Canada, M5J 2J1.

 

The Company is a gold producer with three wholly-owned operating mines, four wholly-owned mines currently on care and maintenance and exploration properties in Canada and Australia.

 

On September 28, 2021, the Company and Agnico Eagle Mines Limited (“Agnico Eagle”) announced that the two companies had entered into an agreement to combine in a merger of equals (the “Merger”), with the combined company to continue under the name Agnico Eagle Mines Limited.

 

The Merger will be effected by way of a plan of arrangement (the “Arrangement”). At closing, all Kirkland Lake Gold common shares will be exchanged for the 0.7935 of an Agnico Eagle common share, for each Kirkland Lake Gold common share held, with existing Agnico Eagle and Kirkland Lake Gold shareholders expected to own approximately 54% and 46% of the combined company, respectively. The joint management information circular dated October 29, 2021 has been posted to the Company’s website and filed on its profile on SEDAR. The Arrangement will require the approval of at least 66 2/3% of the votes cast by the shareholders of Kirkland Lake Gold voting at a special meeting of shareholders on November 26, 2021. The issuance of shares by Agnico Eagle under the Merger is subject to the approval of a simple majority of votes cast by Agnico Eagle shareholders at a special meeting of shareholders, also to be held on November 26, 2021.

 

Canadian Competition Act approval was received on October 4, 2021. Additionally, Agnico Eagle and Kirkland Lake Gold have received relief from the Australian Securities and Investments Commission from compliance with the prospectus and secondary sale requirements of Part 6D.2 and Part 6D.3 of the Australian Corporations Act. On November 26, 2021, shareholders of Kirkland Lake Gold and Agnico Eagle approved the merger of equals, with all other closing conditions being met by February 8, 2022, including receipt of Foreign Acquisitions and Takeovers Act 1975 (Cth) (Australia), Ontario court approval and applicable stock exchange approvals. As such, the transaction closed on February 8, 2022.

 

For the year ended December 31, 2021, the Company recognized $12,264 of transaction related costs in its condensed consolidated interim statements of operations and comprehensive income.

 

2. BASIS OF PREPARATION

 

Statement of Compliance

 

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board ("IASB"). The accounting policies applied in the consolidated financial statements are presented in note 3 and have been applied consistently to all years presented, unless otherwise noted.

 

The consolidated financial statements have been prepared on a historical cost basis except for certain financial assets and liabilities which are measured at fair value.

 

The preparation of the consolidated financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 4.

 

10

 

 

KIRKLAND LAKE GOLD LTD. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)
 

     

 

3. SIGNIFICANT ACCOUNTING POLICIES

 

The principal accounting policies are set out below:

 

a)Basis of presentation and consolidation

 

The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries. Subsidiaries are those entities controlled by the Company. Control exists when the Company is exposed to or has rights to the variable returns from the subsidiary and has the ability to affect those returns through its power over the subsidiary. Power is defined as existing rights that give the Company the ability to direct the relevant activities of the subsidiary. The financial statements of the subsidiaries are included in the consolidated financial statements from the date that control is transferred to the Company to the date control ceases. All intercompany transactions, balances, income and expenses are eliminated in full upon consolidation.

 

The subsidiaries of the Company as at December 31, 2021 and their principal activities are described below:

 

Name  Country of
Incorporation
   Proportion of Ownership
Interest
   Principal Activity
Kirkland Lake Gold Inc.   Canada    100%  Operating
St Andrew Goldfields Ltd.   Canada    100%  Non-operating
Crocodile Gold Inc.   Canada    100%  Holding Company
Kirkland Lake Gold Victorian Holdings Pty Ltd.   Australia    100%  Holding Company
Fosterville Gold Mine Pty Ltd.   Australia    100%  Operating
Kirkland Lake Gold Australia Pty Ltd.   Australia    100%  Holding Company
NT Mining Operations Pty Ltd.   Australia    100%  Non-operating

 

b)Foreign currency translation

 

The functional currency for each entity consolidated within the Company's financial statements is determined by the currency of the primary economic environment in which it operates (the “functional currency”). The functional currency for the Company and its Canadian subsidiaries up until December 31, 2020 was the Canadian dollar; the functional currency for all Australian subsidiaries is the Australian dollar. The consolidated financial statements are presented in United States dollars which is the presentation currency for the Company.

 

The Company elected to change the tax reporting currency of its Canadian subsidiaries from the Canadian to the United States dollar effective January 1, 2021. This change in tax reporting currency resulted in a re-assessment of the primary and secondary factors under International Accounting Standards 21 ("IAS 21") "The Effects of Changes in Foreign Exchange Rates" and led to the conclusion that the functional currency of the Canadian entities is the United States dollar. Effective December 31, 2020, the functional currency of the Company's Canadian entities changed from the Canadian dollar to the United States dollar, with the change applied on a prospective basis. In making this change in functional currency to the United States dollar, the Company followed the guidance in IAS 21, with the December 31, 2020 statement of financial position translated at the December 31, 2020 exchange rate of $1.0000 Canadian Dollar = $0.7855 US Dollar. The impact of this change on the closing balances of the Company’s equity accounts is reflected as an Effect of Change in Functional Currency within the consolidated statements of changes in equity for the year ending December 31, 2021.

 

11

 

 

KIRKLAND LAKE GOLD LTD. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)
 

     

 

In preparing the financial statements of the individual entities, transactions in currencies other than the respective entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at that date. Non-monetary items carried at fair value that are measured at fair value in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated at the rate on the date of transaction.

 

Exchange differences arising from foreign currency transactions are recognized in profit or loss in the period in which they arise except for exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation), which are recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal or partial disposal of the net investment.

 

On the disposal of a foreign operation (i.e. a disposal of the Company’s entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation), all the accumulated exchange differences in respect of that operation attributable to the Company are reclassified to profit or loss. In the case of a partial disposal (i.e. no loss of control) of a subsidiary that includes a foreign operation, the proportionate share of accumulated exchange differences are re-attributed to non-controlling interests and are not recognized in profit or loss.

 

c)Business Combinations

 

A business combination is defined as an acquisition of assets and liabilities that constitute a business. A business is an integrated set of activities and assets that consist of inputs, including non-current assets, and processes, including operational processes, that when applied to those inputs have the ability to create outputs that provide a return to the Company and its shareholders. A business also includes those assets and liabilities that do not necessarily have all the inputs and processes required to produce outputs, but can be integrated with the inputs and processes of the Company to create outputs. When acquiring a set of activities or assets in the exploration and development stage, which may not have outputs, the Company considers other factors to determine whether the set of activities or assets is a business.

 

Business combinations are accounted for using the acquisition method whereby identifiable assets acquired and liabilities assumed, including contingent liabilities, are recorded at their fair values at the acquisition date. The acquisition date is the date at which the Company obtains control over the acquiree, which is generally the date that consideration is transferred and the Company acquires the assets and assumes the liabilities of the acquiree. The Company considers all relevant facts and circumstances in determining the acquisition date.

 

The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the fair values of the assets at the acquisition date transferred by the Company, the liabilities, including contingent consideration, incurred and payable by the Company to former owners of the acquiree and the equity interests issued by the Company. The measurement date for equity interests issued by the Company is the acquisition date. When the cost of the acquisition exceeds the fair value of the identifiable assets acquired and liabilities assumed, the difference is recognized as goodwill. Acquisition related costs are expensed as incurred.

 

12

 

 

KIRKLAND LAKE GOLD LTD. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)
 

     

 

d)Revenue recognition

 

Revenue includes sales of gold doré, which is generally physically delivered to customers in the period in which it is produced, with the sales price based on prevailing spot market gold prices. The Company recognizes revenue when it transfers control of the gold doré to a customer, which generally is the point at which payment is made by the customer. Payment is typically received on the day of or within a few days of physical delivery to customers.

 

e)Financial Instruments

 

Financial instruments are measured on initial recognition at fair value, plus, in the case of financial instruments other than those classified as fair value through profit or loss ("FVPL"), directly attributable transaction costs. Financial instruments are recognized when the Company become party to the contracts that give rise to them and are classified as amortized cost, fair value through profit or loss or fair value through other comprehensive income, as appropriate. The Company considers whether a financial liability contains an embedded derivative when the entity first becomes a party to it. The embedded derivatives are separated from the host contract if the host contract is not measured at fair value through profit or loss and when the economic characteristics and risks are not closely related to those of the host contract. Reassessment only occurs if there is a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required.

 

Financial assets at FVPL

 

Financial assets at FVPL include financial assets held for trading and financial assets not designated upon initial recognition as amortized cost or fair value through other comprehensive income ("FVOCI"). A financial asset is classified in this category principally for the purpose of selling in the short term, or if so designated by management. Transaction costs are expensed as incurred. On initial recognition, a financial asset that otherwise meets the requirements to be measured at amortized cost or FVOCI may be irrevocably designated as FVPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise. Financial assets measured at FVPL are measured at fair value with changes in fair value recognized in the consolidated statements of operations. Warrant investments are classified as FVPL.

 

Financial assets at FVOCI

 

On initial recognition of an equity investment that is not held for trading, an irrevocable election is available to measure the investment at fair value upon initial recognition plus directly attributable transaction costs and at each period end, changes in fair value are recognized in other comprehensive income ("OCI") with no reclassification to the consolidated statements of earnings. The election is available on an investment-by-investment basis. Investments in equity securities, where the Company cannot exert significant influence, are designated as financial assets at FVOCI.

 

Financial assets at amortized cost

 

A financial asset is measured at amortized cost if it is held within a business model whose objective is to hold assets to collect contractual cash flows and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding, and is not designated as FVPL. Financial assets classified as amortized cost are measured subsequent to initial recognition at amortized cost using the effective interest method. Cash, restricted cash, trade receivables and certain other assets are classified as and measured at amortized cost.

 

13

 

 

KIRKLAND LAKE GOLD LTD. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)
 

     

 

Financial liabilities

 

Financial liabilities, including accounts payable and accrued liabilities and finance leases are recognized initially at fair value, net of transaction costs. After initial recognition, other financial liabilities are subsequently measured at amortized cost using the effective interest method. Gains and losses are recognized in net earnings when the liabilities are de-recognized as well as through the amortization process. Borrowing liabilities are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the statement of financial position date. Accounts payable and accrued liabilities and finance leases are classified as and measured at amortized cost.

 

Derivative instruments

 

Derivative instruments, including warrants and embedded derivatives, are measured at fair value on initial recognition and at each subsequent reporting period. Any gains or losses arising from changes in fair value on derivatives are recorded in net earnings.

 

Fair values

 

The fair value of quoted investments is determined by reference to market prices at the close of business on the statement of financial position date. Where there is no active market, fair value is determined using valuation techniques. These include using recent arm’s length market transactions; reference to the current market value of another instrument which is substantially the same; discounted cash flow analysis; and, pricing models.

 

Financial instrument fair value measurements are classified into a hierarchy based on the degree to which the fair value is observable as follows:

 

Level 1 fair value measurements are quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

 

Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

Impairment of financial assets

 

A loss allowance for expected credit losses is recognized in earnings for financial assets measured at amortized cost. At each balance sheet date, on a forward-looking basis, the Company assesses the expected credit losses associated with its financial assets carried at amortized cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. The impairment model does not apply to investment in equity instruments.

 

The expected credit losses are required to be measured through a loss allowance at an amount equal to the 12-month expected credit losses (expected credit losses that result from those default events on the financial instrument that are possible within 12 months after the reporting date) or full lifetime expected credit losses (expected credit losses that result from all possible default events over the life of the financial instrument). A loss allowance for full lifetime expected credit losses is required for a financial instrument if the credit risk of that financial instrument has increased significantly since initial recognition.

 

14

 

 

KIRKLAND LAKE GOLD LTD. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)
 

     

 

De-recognition of financial assets and liabilities

 

A financial asset is de-recognized when either the rights to receive cash flows from the asset have expired or the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party. If neither the rights to receive cash flows from the asset have expired nor the Company has transferred its rights to receive cash flows from the asset, the Company will assess whether it has relinquished control of the asset or not. If the Company does not control the asset then de-recognition is appropriate.

 

A financial liability is de-recognized when the associated obligation is discharged, canceled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in net earnings as a gain or loss on debt extinguishment.

 

Cash and cash equivalents

 

Cash and cash equivalents includes cash and short-term money market instruments with an original maturity of three months or less, or which are on demand.

 

g)Inventories and stockpiled ore

 

Inventories are valued at the lower of weighted average cost or net realizable value. Inventories include work-in-process inventory (stockpiled ore, gold in circuit), bullion inventories as well as materials and supplies inventory.

 

For work-in-process inventory, the costs of production include: (i) materials, equipment, labour and contractor expenses which are directly attributable to the extraction and processing of ore; (ii) depletion and depreciation of plant and equipment used in the extraction and processing of ore; and (iii) related production overheads (based on normal operating capacity). Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and costs of selling the final product.

 

Supplies and consumables are valued at the lower of weighted average cost and net realizable value.

 

h)Exploration & evaluation expenditures

 

Exploration expenditures relate to costs incurred in the initial search for mineral deposits with economic potential or in the process of obtaining more information about existing mineral deposits. The Company expenses exploration costs as incurred given the low degree of confidence that a future economic benefit will flow to the Company.

 

Evaluation expenditures are costs incurred to establish the technical and commercial viability of developing mineral deposits identified through exploration activities or by acquisition. The Company capitalizes evaluation costs when there is a high degree of correlation between the expenditure incurred and the discovery of specific mineral resources.

 

Capitalized evaluation costs are subsequently re-classified to Mining Interest once the technical feasibility and commercial viability of an exploration project has been demonstrated and is the point at which management decides to proceed with developing the project. This typically includes, but is not limited to, completion of an economic feasibility study and the receipt of the applicable construction and operating permits for the project. Future expenditures incurred in the development of that exploration project are subsequently accounted for in accordance with the Company’s Mining Interest policy, as described in note 2(i).

 

15

 

 

KIRKLAND LAKE GOLD LTD. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)
 

     

 

Prior to re-classification of capitalized evaluation costs to Mining Interest, the Company performs an impairment test, based on the recoverable amount. In addition, the carrying values of capitalized evaluation costs are reviewed for possible impairment when an impairment indicator exists, including but not limited a decision of abandonment in relation to the area of interest.

 

Capitalized evaluation costs are not subject to depletion until they are re-classified to Mining Interest, at which point they are depleted in accordance with the Company’s Mining Interest policy as described in note 2(i).

 

i)Mining interest

 

Mining interests represent capitalized expenditures related to the development of mining properties, related plant and equipment and expenditures arising from property acquisitions. Upon disposal or abandonment, the carrying amounts of mining interests are de-recognized and any associated gains or losses are recognized in profit or loss.

 

Mining properties

 

Purchased mining properties are recognized as assets at their cost of acquisition or at fair value if purchased as part of a business combination. The Company expenses exploration expenditures and near term ore development costs as incurred. Near term development costs occur in areas where the Company expects production to occur within the subsequent 12 months. Property acquisition costs, longer term development, and costs incurred to expand ore reserves are capitalized if the criteria for recognition as an asset are met.

 

The carrying amounts of mining properties are depleted using the unit-of-production ('UOP') method over the estimated recoverable ounces, when the mine is capable of operating at levels intended by management. Under this method, depletable costs are multiplied by the number of ounces produced, and divided by the estimated recoverable ounces contained in proven and probable reserves and a portion of resources where it is considered highly probable that those resources will be economically extracted.

 

A mine is capable of operating at levels intended by management when: (i) operational commissioning of major mine and plant components is complete; (ii) operating results are being achieved consistently for a period of time; (iii) there are indicators that these operating results will be continued; and (iv) other factors are present, including one or more of the following:

 

a significant portion of plant/mill capacity has been achieved;
a significant portion of available funding is directed towards operating activities;
a pre-determined, reasonable period of time has passed; or significant milestones for the development of the mining property have been achieved.

 

Management reviews the estimated total recoverable ounces contained in depletable reserves and resources at each financial year end, and when events and circumstances indicate that such a review should be made. Changes to estimated total recoverable ounces contained in depletable reserves and resources are accounted for prospectively.

 

16

 

 

KIRKLAND LAKE GOLD LTD. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)
 

     

 

Deferred Stripping Costs

 

In open pit mining operations, it is necessary to remove overburden and other waste materials to access ore from which minerals can be extracted economically, the process of which is referred to as stripping. Once an open pit mining operation (or pit) is determined to no longer be in the pre-production stage, costs are either capitalized to inventory or, if it qualifies as an open pit stripping activity that provides a future benefit, to deferred stripping costs within Mining Interests.

 

Production phase stripping costs, which are those incurred during the production stage of a mine (or pit), are accounted for as costs of inventory produced during the period, unless these costs are expected to provide a future economic benefit to an identifiable component of the ore body.

 

Production phase stripping costs generate a future economic benefit when the related stripping activity improves access to a component of the ore body to be mined in the future, increases the fair value of the mine (or pit) or increases its productive capacity. Production phase stripping costs that are expected to generate a future economic benefit are capitalized as deferred stripping costs within Mining Interest.

 

Deferred stripping costs are depreciated on a UOP basis whereby the denominator is the estimated ore tonnes considered probable of economic extraction based on the current life of mine ('LOM') plan from the phase or phases that benefit from the stripping activity. Changes in the estimated ore to waste ratio of a phase are accounted for prospectively.

 

Plant and equipment

 

Plant and equipment is carried at cost less accumulated depreciation and impairment losses or initially measured at fair value if purchased as part of a business combination. The cost of plant and equipment comprises its purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management, the estimated close down and restoration costs associated with the asset and borrowing costs incurred that are attributable to qualifying assets as noted in note 3(j).

 

Depreciation is recorded on a straight-line or UOP basis, over the shorter of the useful life of the asset or the remaining LOM. The LOM is based on estimated recoverable ounces contained in proven and probable reserves and a portion of resources where it is considered highly probable that those resources will be economically extracted. Depreciation associated with plant and equipment which is utilized in the development of an asset is capitalized as development costs attributable to the related asset.

 

Estimated useful lives for depreciable plant and equipment normally vary from two to thirty years.

 

Assets under construction are depreciated when they are substantially complete and available for their intended use, over their estimated useful lives. Management reviews the estimated useful lives and depreciation methods of the Company’s plant and equipment at the end of each financial year, and when events and circumstances indicate that such a review should be made. Changes to estimated useful lives or depreciation methods resulting from such review are accounted for prospectively.

 

17

 

 

KIRKLAND LAKE GOLD LTD. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)
 

     

 

Right-of-use ('ROU') assets

 

Contracts that convey the right to the Company to control the use of an identified asset for a period of time in exchange for consideration is accounted for as a lease, resulting in the recognition of a ROU asset at the commencement of the lease. The ROU asset is measured at cost and includes the following:

 

(i)  the amount of the initial measurement of the lease liability; 

(ii) any lease payments made at or before the commencement dates, less any lease incentives received; 

(iii) any initial direct costs; and 

(iv) an estimate of costs to restore the underlying asset, and any site upon which it is located, to the condition required by the terms and conditions of the lease.

 

ROU assets are depreciated on a straight-line basis over the shorter of the asset's useful life and the lease term.

 

j)Intangibles

 

Intangible assets acquired by way of an asset acquisition or business combination are recognized if the asset is separable or arises from contractual or legal rights and the fair value can be measured reliably on initial recognition. Definite life intangibles, such as contract assets, are subsequently depreciated over the life of the contract on a straight-line basis. Indefinite life intangibles are not depreciated but are subject to impairment considerations discussed in note 3(l).

 

The Company currently has an intangible asset with a finite useful life, which represents an electricity contract acquired as part of the Detour acquisition in 2020 under which the Detour Lake mine is paying below market rates over a five year period.

 

k)Borrowing costs

 

Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset (i.e. an asset that necessarily takes a substantial period of time to get ready for its intended use or sale) are capitalized as part of the cost of the asset. Borrowing costs incurred to finance qualifying assets that from part of general borrowings are capitalized based upon a weighted average capitalization rate. All other borrowing costs are expensed in the period they occur. Capitalization of borrowing costs ceases when the asset is substantially complete or if active development is suspended or ceases.

 

l)Impairment of non-financial assets

 

Assets that have an indefinite useful life, such as goodwill, are not subject to amortization and are tested annually for impairment or whenever indicators of impairment exist. Assets that are subject to amortization, depletion or depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount of assets is the greater of their fair value less costs to sell and value in use.

 

Fair value less costs to sell is based on an estimate of the amount that the Company may obtain in a sale transaction on an arm’s-length basis. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash generating unit ('CGU') to which the asset belongs. The Company’s CGUs are the lowest level of identifiable groups of assets that generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual CGUs, otherwise they are allocated to the smallest group of CGUs for which a reasonable and consistent allocation basis can be identified.

 

18

 

 

KIRKLAND LAKE GOLD LTD. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)
 

     

 

An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depletion or depreciation, if no impairment loss had been recognized.

 

m)Leases

 

The Company recognizes contracts that convey the right to control the use of an identified asset for a period of time in exchange for consideration as a lease, with an ROU asset and corresponding lease liability recognized at the commencement date of the lease. ROU assets are recognized as discussed in note 3(i) whereas lease liabilities are initially measured at the present value of the remaining lease payments, discounted using the interest rate implicit in the lease or, if not readily determinable, the Company's incremental borrowing rate. Lease payments included in the measurement of a lease liability include:

 

·fixed payments, including in-substance fixed payments;
·variable lease payments that depend on an index or a rate;
·amounts expected to be payable under a residual value guarantee; and
·the exercise price of a purchase option if the Company is reasonably certain to exercise that option, lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Company is reasonably certain it will not terminate early.

 

Lease liabilities are measured at amortized cost using the effective interest method. Lease liabilities are subsequently remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it is reasonably certain that it will exercise a purchase, extension or termination option.

 

Finance charges are recorded as finance costs within net earnings, unless they are attributable to qualifying assets, in which case they are capitalized.

 

n)Share based payments

 

The Company has the ability under certain share based compensation plans (notes 17 and 19(b(i)) to grant equity based awards to directors, senior officers and employees of, or consultants to, the Company or employees of a corporation providing management services to the Company.

 

i) Stock Options

 

The grant date fair value of the estimated number of stock options awarded to employees, officers and directors that will eventually vest, is recognized as share based compensation expense over the vesting period of the stock options with a corresponding increase to equity. The grant date fair value of each stock option granted is estimated on the date of the grant using the Black-Scholes option-pricing model and is expensed over the vesting period, based on the Company’s estimate of equity instruments that will eventually vest. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest and adjusts the amount of recorded compensation expense accordingly. The impact of the revision of the original estimates, if any, is recognized in net earnings or capitalized in mining properties such that the accumulated expense reflects the revised estimate, with a corresponding adjustment to the share based payment reserve. The share based payment cost is recognized in net earnings or capitalized in mining properties (for options granted to individuals involved on specific projects).

 

19

 

 

KIRKLAND LAKE GOLD LTD. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)
 

     

 

For transactions with non-employees, the fair value of the equity settled awards is measured at the fair value of the goods or services received, at the date the goods or services are received by the Company. In cases where the fair value of goods or services received cannot be reliably estimated, the Company estimates the fair value of the awards at the date of grant.

 

ii) Long-term Incentive Plan

 

The performance share units (“PSUs”) and restricted share units (“RSUs”) awarded to eligible executives and employees are settled in cash, common shares, or a combination therein. They are measured at fair value at grant date. The fair value of the estimated number of PSUs and RSUs awarded that are expected to vest is recognized as share based compensation expense over the vesting period of the PSUs and RSUs. A corresponding amount is recorded as share based liabilities, as RSUs and PSUs are treated as cash-settled share based payments, until the liability is settled through a cash payment. At each reporting date and on settlement, the share based liability is remeasured, with changes in fair value recognized as share based compensation expense in the period.

 

iii) Deferred Share Units

 

Deferred share units (“DSUs”) awarded to non-executive directors will be settled in cash, common shares, or a combination thereof on the date when a director ceases to be a director. The fair value of the DSUs awarded, representing the market price of the Company’s shares, is recognized as share based compensation expense at grant date, as the units vest immediately, with a corresponding amount recorded as a share based liability. Until the DSU liability is settled, the fair value of the DSUs is remeasured at the end of each reporting period and at the date of settlement, with changes in fair value recognized as share based compensation expense in the period.

 

o)Pension plans

 

The Company has a defined contribution pension plan for its Canadian employees whereby the Company contributes a fixed percentage of the employees’ salaries to the pension plan. The employees are able to direct the contributions into a variety of investment funds offered by the plans. In Australia, the Company contributes a fixed percentage of the employees’ salaries to a federally mandated preservation fund of the employee's choice. Pension costs associated with the Company’s required contributions under the plans are recognized as an expense when the employees have rendered service entitling them to the contribution and are charged to net earnings, or capitalized to mining interests for employees directly involved in the specific projects.

 

p)Deferred income tax

 

Taxes, comprising both income taxes and mining taxes, are recognized in net earnings, except when they relate to items recognized in other comprehensive income or directly in equity, in which case the related taxes are recognized in other comprehensive income, or directly in equity, respectively.

 

Deferred income taxes are recognized in the consolidated financial statements using the balance sheet liability method of accounting, and are recognized for unused tax losses, unused tax credits and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. As an exception, deferred tax assets and liabilities are not recognized if the temporary differences arise from the initial recognition of goodwill or an asset or liability in a transaction (other than in a business combination) that affects neither accounting profit nor taxable profit.

 

20

 

 

 

KIRKLAND LAKE GOLD LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)

 

     

 

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled based on the tax rates (and tax laws) that have been enacted or substantively enacted at the statement of financial position date.

 

Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which temporary differences can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

 

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current assets and liabilities on a net basis.

 

q)Share capital

 

Common shares issued by the Company are classified as equity. Incremental costs directly attributable to the issue of new common shares are recognized in equity, net of tax, as a deduction from the share proceeds (share issue costs).

 

r)Provisions

 

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

 

Contingent liabilities are not recognized in the consolidated financial statements, if not estimable and probable, and are disclosed in notes to the consolidated financial statements unless their occurrence is remote. Contingent assets are not recognized in the consolidated financial statements unless the Company is virtually certain to recover the asset, but are disclosed in the notes if their recovery is deemed probable.

 

Environmental rehabilitation

 

Provisions for environmental rehabilitation are made in respect of the estimated future costs of closure and restoration and for environmental rehabilitation costs (which include the dismantling and demolition of infrastructure, removal of residual materials and remediation of disturbed areas) in the accounting period when the related environmental disturbance occurs. If the impact of discounting is material, the provision is discounted using a pre-tax rate and the unwinding of the discount is included in finance costs. At the time of establishing the provision, a corresponding asset is capitalized and is depreciated on a UOP basis. The provision is reviewed on an annual basis for changes in cost estimates, changes in legislation, discount rates and operating lives.

 

Changes to estimated future costs are recognized in the statement of financial position by adjusting the rehabilitation asset and liability. For closed or non-operating sites, changes to estimated costs are recognized immediately in net earnings if the carrying value of the CGU to which it relates will not be fully recovered.

 

21

 

 

KIRKLAND LAKE GOLD LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)

 

     

 

s)Earnings per share

 

Basic earnings per share is computed by dividing the net earnings attributable to common shareholders by the weighted average number of common shares outstanding for the relevant period. The Company follows the treasury stock method in the calculation of diluted earnings per share. The treasury stock method assumes that outstanding stock options with an average exercise price below the market price of the underlying shares are exercised and the assumed proceeds are used to repurchase common shares of the Company at the average market price of the common shares for the period.

 

4. SIGNIFICANT ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

 

In the application of the Company’s accounting policies, which are described in note 3, management is required to make judgments, estimates and assumptions about the carrying amount and classification of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are generally recognized in the period in which the estimates are revised.

 

The following are the significant judgments and areas involving estimates, that management have made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements.

 

Significant Judgments in Applying Accounting Policies

 

Determination of functional currency

 

In accordance with IAS 21, The Effects of Changes in Foreign Exchange Rates, management determined that the functional currency of the Company’s Canadian and Australian subsidiaries is, respectively, the United States and Australian dollar.

 

Determination of functional currency involves judgments to determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions which determined the primary economic environment.

 

Deferred income taxes

 

Judgment is required in determining whether deferred tax assets are recognized on the statement of financial position.  Deferred tax assets, including those arising from unutilized tax losses require management to assess the likelihood that the Company and/or its subsidiaries will generate taxable earnings in future periods, in order to utilize recognized deferred tax assets.

 

Business combinations

 

Determination of whether a set of assets acquired and liabilities assumed constitute the acquisition of a business or asset may require the Company to make certain judgments as to whether or not the assets acquired and liabilities assumed include the inputs, processes and outputs necessary to constitute a business as defined in IFRS 3 – Business Combinations.

 

22

 

 

KIRKLAND LAKE GOLD LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)

 

     

 

Transition from the exploration and evaluation stage to the development stage

  

Judgment is required in determining when an exploration and evaluation project has demonstrated technical feasibility, commercial viability and transitions from the exploration and evaluation stage to the development stage. In assessing the technical feasibility and commercial viability of an asset or CGU, the estimated operating results and net cash flows are determined by estimating the expected future revenues and costs, including the future production costs, capital expenditures, site closure and environmental rehabilitation costs. The estimated net cash flows include cash flows expected to be realized from the extraction, processing and sale of proven and probable reserves as well as mineral resources when there is a high degree of confidence in the economic extraction of those resources.

 

Accounting Estimates and Assumptions

 

Determination of reserves and resources

 

Reserve and resource estimates are used in the unit of production calculation for depletion and depreciation expense, the determination of the timing of rehabilitation provision costs, business combination accounting and impairment analysis.

 

There are numerous uncertainties inherent in estimating reserves and resources. Assumptions that are valid at the time of estimation may change significantly when new information becomes available. Changes in the forecast prices of commodities, exchange rates, production costs, or recovery rates as well as new drilling results may change the economic status of reserves and resources and may result in the reserves and resources being revised.

 

Deferred income taxes

 

Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company and/or its subsidiaries to realize the net deferred tax assets recorded at the statement of financial position date could be impacted.

 

Business combinations

 

The allocation of the purchase price of acquisitions requires estimates as to the fair value of acquired assets and liabilities. The information necessary to measure the fair values as at the acquisition date of assets acquired and liabilities assumed requires management to make certain judgments and estimates about future events, including but not limited to estimates of mineral reserves and mineral resources and exploration potential of the assets acquired, future operating costs and capital expenditures, discount rates to determine fair value of assets acquired and future metal prices and long term foreign exchange rates.

 

Changes to the preliminary measurements of assets and liabilities acquired may be retrospectively adjusted when new information is obtained until the final measurements are determined within one year of the acquisition date.

 

23

 

 

KIRKLAND LAKE GOLD LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)

 

     

 

Valuation of Long-lived Assets

 

The carrying amounts of mining properties and plant and equipment are assessed for any impairment triggers such as events or changes in circumstances which indicate that the carrying value may not be recoverable. If there are indicators of impairment, an exercise is undertaken to determine whether the carrying values are in excess of their recoverable amount. Such review is undertaken on an asset by asset basis, except where such assets do not generate cash flows independent of other assets, and then the review is undertaken at the CGU level.

 

The Company considers both external and internal sources of information in assessing whether there are any indications that mining interests are impaired. External sources of information the Company considers include changes in the market, economic and legal environment in which the Company operates that are not within its control and affect the recoverable amount of mining interests. Internal sources of information the Company considers include the manner in which mining properties and plant and equipment are being used or are expected to be used and indications of economic performance of the assets.

 

Provision for Environmental Rehabilitation

 

Significant estimates and assumptions are made in determining the environmental rehabilitation costs as there are numerous factors that will affect the ultimate environmental rehabilitation provision. These factors include estimates of the timing and costs of rehabilitation activities, current changes in available technologies and regulations, and changes in discount rates.

 

Those uncertainties may result in actual expenditures in the future being different from the amounts currently provided.

 

5. ADOPTION OF NEW ACCOUNTING STANDARDS

 

(a)New accounting standards and amendments effective in 2021

 

The Company has adopted the following amendments to accounting standards, effective January 1, 2021. These changes were made in accordance with the applicable transitional provisions.

 

IAS 16, Property, Plant and Equipment

 

The International Accounting Standards Board ("IASB") issued an amendment to IAS 16, Property, Plant and Equipment to prohibit the deducting from property, plant and equipment amounts received from selling items produced while preparing an asset for its intended use. Instead, sales proceeds and its related costs must be recognized in profit or loss. The amendment will require companies to distinguish between costs associated with producing and selling items before the item of property, plant and equipment is available for use and costs associated with making the item of property, plant and equipment available for its intended use. The amendment is effective for annual periods beginning on or after January 1, 2022, with earlier application permitted. The amendment is applicable to the accounting for the Company’s near surface project and as such, the Company has early adopted the amendment to IAS 16 effective January 1, 2021 and will recognize any sales proceeds and related costs of producing and selling the incidental ounces in profit or loss, if applicable. There is no impact to the 2020 comparative period as a result of early adopting the amendment.

 

24

 

 

KIRKLAND LAKE GOLD LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)

 

     

  

(b)Standards and amendments issued but not yet effective or adopted

 

IAS 12, Income Taxes

 

The IASB issued an amendment to IAS 12, Income Taxes to narrow the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal and offsetting temporary differences. Instead, a deferred tax asset and a deferred tax liability will need to be recognized for temporary differences arising on initial recognition of certain transactions, such as leases and decommissioning provisions. The amendment is effective for annual reporting periods beginning on or after January 1, 2023, with earlier application permitted. An assessment will be performed prior to the effective date to determine the impact to the Company's financial statements.

 

IAS 1, Presentation of Financial Statements

 

The IASB issued an amendment to IAS 1, Presentation of Financial Statements to clarify one of the requirements under the standard for classifying a liability as non-current in nature, specifically the requirement for an entity to have the right to defer settlement of the liability for at least 12 months after the reporting period. The amendment includes: (i) specifying that an entity’s right to defer settlement must exist at the end of the reporting period; (ii) clarifying that classification is unaffected by management’s intentions or expectations about whether the entity will exercise its right to defer settlement; (iii) clarifying how lending conditions affect classification; and (iv) clarifying requirements for classifying liabilities an entity will or may settle by issuing its own equity instruments. An assessment will be performed prior to the effective date of January 1, 2023 to determine the impact to the Company's financial statements.

  

6. ACQUISITION OF DETOUR

 

On November 25, 2019, the Company entered into an Arrangement Agreement to acquire all of the issued and outstanding common shares of Detour, with Detour shareholders receiving 0.4343 of a Kirkland Lake common share for every one Detour share ("Exchange Ratio"). Upon closing of the transaction on January 31, 2020, the Company issued 77,217,129 Kirkland Lake common shares to the former shareholders of Detour. Furthermore, all outstanding stock options of Detour that were not exercised prior to the acquisition date, have been exchanged under the agreement at the Exchange Ratio, resulting in the issuance of 190,069 replacement options.

 

The Company determined that the transaction represented a business combination under IFRS 3 Business Combinations ("IFRS 3"), with Kirkland Lake identified as the acquirer and as such, the transaction was accounted for using the acquisition method of accounting in accordance with IFRS 3. The total purchase price consideration of the acquisition was $3,134,444. Acquisition related costs of $33,131 were recorded in the Company's consolidated statements of operations and comprehensive income for the year ended December 31, 2020. These consolidated financial statements include the results of Detour from January 31, 2020, which is the date of acquisition.

 

25

 

 

KIRKLAND LAKE GOLD LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)

 

     

 

The table below presents the purchase price consideration and the Company's allocation of the purchase price to the assets acquired and liabilities assumed.

 

Purchase Price    
Fair value of common shares issued  $3,131,451 
Fair value of replacement stock options issued   2,993 
   $3,134,444 
      
Purchase Price Allocation     
Cash and cash equivalents   173,916 
Accounts receivable   8,694 
Inventories   129,355 
Other current assets   22,087 
Mining interest & Property, Plant and Equipment1   3,825,364 
Intangibles   101,286 
Other long-term assets   8,028 
Total identifiable assets acquired   4,268,730 
      
Accounts payable and accrued liabilities   (100,921)
Other current liabilities   (29,014)
Debt   (99,673)
Provisions and other non-current liabilities   (132,305)
Deferred tax liabilities   (772,373)
Total identifiable liabilities assumed   (1,134,286)
Total identifiable net assets   3,134,444 

 

1 Includes $16,153 of right-of-use ('ROU') assets under leases.

 

The Company began consolidating the operating results, cash flows and net assets of Detour from January 31, 2020. For the eleven-month period ended December 31, 2020, Detour contributed revenue of $960,855 and earnings before income taxes of $338,126. Total consolidated revenue and earnings before tax for the Company were $2,460,104 and $1,152,709, respectively for the year ended December 31, 2020. If the acquisition of Detour had taken place on January 1, 2020, pro forma total consolidated revenue and earnings before income taxes for the Company would have been approximately $2,507,000 and $1,145,000, respectively, for the year ended December 31, 2020.

 

7. EMPLOYEE BENEFITS EXPENSE

 

The following employee benefits expenses are included in production costs, general and administrative costs, and care and maintenance costs for the years ended December 31, 2021 and 2020:

 

   Year ended
December 31, 2021
   Year ended
December 31, 2020
 
Salaries, short-term incentives and other benefits  $340,364   $306,332 
Share based payment expense   8,782    10,457 
Total employee benefits expense  $349,146   $316,789 

 

26

 

 

KIRKLAND LAKE GOLD LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)

 

     

 

8. OTHER LOSS, NET

 

Other loss, net for the years ended December 31, 2021 and 2020 includes the following:

 

   Year ended
December 31, 2021
   Year ended
December 31, 2020
 
Loss on disposal of plant and equipment  $(12,558)  $(6,502)
Change in fair value of warrant liability   4,036    (3,261)
Foreign exchange gain (loss), net   13,613    (58,462)
Other loss, net   (7,767)   (4,264)
Other loss, net  $(2,676)  $(72,489)

 

9. FINANCE ITEMS

 

Finance income and expense for the years ended December 31, 2021 and 2020 includes the following:

 

   Year ended
December 31, 2021
   Year ended
December 31, 2020
 
Interest income on bank deposits  $1,101   $3,543 
Finance income  $1,101   $3,543 
           
Interest on finance leases and other loans   1,402    3,525 
Finance fees and bank charges   121    1,600 
Unwinding of discount on rehabilitation provision   1,495    356 
Unrealized/realized loss on derivative contracts       2,355 
Finance expense  $3,018   $7,836 

 

10. INCOME TAXES

 

a)Income tax expense

 

A reconciliation of income tax expense and the earnings before income taxes multiplied by the combined Canadian federal and provincial statutory income tax rate is as follows:

 

   Year ended
December 31, 2021
   Year ended
December 31, 2020
 
Earnings before income taxes  $1,145,889   $1,152,709 
Computed income tax expense at Canadian statutory rates (25%)   286,472    288,177 
Non-deductible expenses/Non-taxable (income)   (1,206)   4,787 
Foreign tax rate differential   26,080    38,132 
Current and deferred Ontario Mining Tax   14,142    32,963 
Revision in estimates   (3,384)   1,336 
Tax benefit not recognized   (1,895)   (2,526)
Withholding taxes       264 
Other   1,249    1,871 
Total income tax expense  $321,458   $365,004 
Current income tax expense  $189,521   $276,945 
Deferred tax (recovery) expense  $131,937   $88,059 

 

During the year ended December 31, 2021, the effective tax rate is 28.1% (year ended December 31, 2020 - 31.7%).

 

27

 

 

KIRKLAND LAKE GOLD LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)

 

     

 

b)Deferred income tax balances

 

The tax effect of temporary differences that give rise to deferred income tax assets and liabilities at December 31, 2021 and 2020 are as follows:

 

As at  December 31, 2021   December 31, 2020 
Net deferred tax assets:          
Mining interests  $(28,253)  $ 
Environmental rehabilitation provision   3,654     
Ontario Mining Tax   1,970     
Deferred revenue   19,394     
Employee provisions   5,156    9,525 
Loss carry forwards   44,926    24,257 
Mark to market adjustments   (580)    
Other   271    301 
   $46,538   $34,083 

 

As at  December 31, 2021   December 31, 2020 
Net deferred tax liabilities:          
Mining interests and plant and equipment  $(1,134,195)  $(1,074,963)
Environmental rehabilitation provision   43,924    47,350 
Ontario Mining Tax   (259,941)   (261,020)
Reserves   5,922     
Loss carry forwards   3,500    55,789 
Tax credits   29,221    22,169 
Inventory   (9,638)   (9,630)
Mark to market adjustments   (3,944)   6,504 
Deferred revenue       18,954 
Employee provisions   415    5,634 
Other   (1,950)   (3,769)
   $(1,326,686)  $(1,192,982)

 

Changes in net deferred tax assets and liabilities for the years ended December 31, 2021 and 2020 are as follows:

 

   Year ended
December 31, 2021
   Year ended
December 31, 2020
 
Balance, beginning of year  $(1,158,899)  $(245,585)
Recognized in purchase price       (772,373)
Recognized in net earnings   (131,937)   (88,059)
Recognized in equity   (1,119)   (1,644)
Foreign currency translation in other comprehensive income (loss)   11,807    (51,238)
Net deferred tax liabilities, end of year  $(1,280,148)  $(1,158,899)

 

At December 31, 2021, no deferred tax liabilities have been recognized in respect of the aggregate amount of $528,060 (December 31, 2020 - $686,258) of taxable temporary differences associated with investments in subsidiaries.

 

As at December 31, 2021, deferred income tax assets have not been recognized in respect of the following because it is not probable that future taxable profit will be available against which the Company can use the benefits:

 

28

 

 

KIRKLAND LAKE GOLD LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)

 

     

 

As at  December 31, 2021   December 31, 2020 
Investments  $54,135   $20,835 
Capital loss carryforwards   7,970    8,447 
Investment tax credits   12,852    12,854 
Mining interests   11,296    11,298 
Provision for reclamation liabilities and other accruals   46,256    53,666 
Australian royalty tax   374,317    383,771 

 

The temporary differences arising from unrecognized investment tax credits have an expiry date of 2025 to 2030. The remaining deductible temporary differences do not expire under current tax legislation.

 

As at December 31, 2021, the Company had the following recognized Canadian and Australian income tax attributes to carry forward:

 

   Year ended
December 31, 2021
   Expiry 
Canada          
Non-capital losses  $185,483    2035-2041 
Capital losses   148    Indefinite 
Tax basis of mining interests   385,622    Indefinite 
Tax basis of plant and equipment   903,070    Indefinite 
Financing costs   661    2022-2025 
Investment tax credits   20,670    2030-2039 
Corporate minimum tax credits   24,946     2040-2041 
           
Australia          
Tax basis of mining interests  $3,911    Indefinite 
Tax basis of plant and equipment   133,215    Indefinite 

 

c)Uncertainty over Income Tax Treatments

 

The Company operates in Canada and Australia and as such, is subject to, and pays taxes under the regime in place within these countries, which are governed by general corporate tax laws. The Company has filed, and continues to file, all required tax returns and pays the taxes reasonably determined to be due. Tax rules and regulations are complex and subject to interpretation, with changes in tax law, or the manner in which they are interpreted, potentially impacting the Company's effective tax rate as well as its business and operations.

 

The Company's tax records, transactions and filing positions may be subject to examination by the tax authorities. The tax authorities may interpret the tax implications of a transaction differently from the Company, requiring many years before a resolution can be reached. Uncertainty in the interpretation and application of applicable tax laws and regulations by the tax authorities could adversely affect the Company.

 

11. ACCOUNTS RECEIVABLE

 

As at  December 31, 2021   December 31, 2020 
Trade receivables  $16,824   $85 
Sales tax and other statutory receivables   30,523    16,284 
Other receivables   2,920    2,305 
   $50,267   $18,674 

 

29

 

 

KIRKLAND LAKE GOLD LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)

 

     

 

There are no expected credit losses and none of the amounts included in receivables at December 31, 2021 are past due.

 

Trade receivables represent the value of gold doré sold as at period end for which the funds are not yet received. There were no recorded allowances for credit losses during the years ended December 31, 2021 and 2020. In determining the recoverability of other receivables, the Company considers any change in the credit quality of the counterparty, with the concentration of the credit risk limited due to the nature of the counterparties involved.

 

12. INVENTORIES

 

As at  December 31, 2021   December 31, 2020 
Gold doré  $2,896   $4,984 
Gold in circuit   29,412    27,696 
Ore stockpiles   70,898    34,955 
Supplies and consumables   87,015    81,568 
   $190,221   $149,203 

 

The cost of gold doré, gold in circuit, ore stockpiles (“metal inventory”), and supplies and consumables recognized as an expense and included in operating costs in the year ended December 31, 2021 is $675,750 (year ended December 31, 2020 - $571,885). During the year ended December 31, 2021, there were write downs of metals inventory to net realizable value of $3,204 (year ended December 31, 2020 - $3,416).

 

13. OTHER LONG-TERM ASSETS

 

As at  December 31, 2021   December 31, 2020 
Investments in equity securities  $67,414   $99,048 
Deposits and other   4,025    4,184 
Other long-term assets   13,074    12,655 
   $84,513   $115,887 

 

Other long-term assets include long-term stockpiles expected to be processed beyond the next 12 months and

 

long-term supplies and consumables expected to be used beyond the next 12 months.

 

Investments in equity securities

 

Changes in the investments in equity securities for the years ended December 31, 2021 and 2020 are as follows:

 

   Year ended
December 31, 2021
   Year ended
December 31, 2020
 
Balance, beginning of year  $99,048   $253,540 
Acquisition of investments   11,729    26,803 
Disposition of investments   (6,897)   (174,334)
Losses recorded in OCI   (37,177)   (11,735)
Foreign currency translation   711    4,774 
Available for sale Investments, end of year  $67,414   $99,048 

 

30

 

 

 

KIRKLAND LAKE GOLD LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)

 

 

The fair value of the investments in equity securities held as at December 31, 2021 and December 31, 2020 are as follows:

 

Investments in equity securities  Shares held at
December 31, 2021
   Fair value as at
December 31, 2020
  

Purchase/
(sales)

   Gains (losses)
recorded in OCI
   Foreign currency
translation
   Fair value as at
December 31, 2021
 
Bonterra Resources Inc.   9,164,229    8,558    444    277    5    9,284 
Novo Resources Corp.   7,962,668    17,247    (2,800)   (5,747)   312    9,012 
Wallbridge Mining Company Ltd.   80,194,477    47,860    896    (23,868)   502    25,390 
Other        25,383    6,292    (7,839)   (108)   23,728 
Total       $99,048   $4,832   $(37,177)  $711   $67,414 

 

Investments in equity securities  Shares held at
December 31, 2020
   Fair value as at
December 31, 2019
  

Purchase/
(sales)

   Gains (losses)
recorded in OCI
   Foreign currency
translation
   Fair value as at
December 31, 2020
 
Osisko Mining Inc.      $101,757   $(107,664)  $7,199   $(1,292)  $ 
Novo Resources Corp.   9,225,168    87,520    (38,862)   (32,688)   1,277    17,247 
Wallbridge Mining Company Ltd.   78,109,200    39,943    17,643    (12,064)   2,338    47,860 
Other        24,320    (18,648)   25,818    2,451    33,941 
Total       $253,540   $(147,531)  $(11,735)  $4,774   $99,048 

 

14.     MINING INTERESTS AND PLANT AND EQUIPMENT

 

Year ended December 31, 2021  Depletable   Non
depletable
  

Total
mining
interest

   Property,
plant and
equipment
   Capital
work-in-
progress
   Total1 
Cost                              
At January 1, 2021  $3,632,320   $502,631   $4,134,951   $2,329,836   $305,895   $6,770,682 
Additions and transfers   359,101    (55,840)  $303,261    176,121    285,815   $765,197 
Change in environmental closure assets   (6,360)      $(6,360)          $(6,360)
Disposals   (547)      $(547)   (90,790)   (1,012)  $(92,349)
Impairment   (52,955)   (43,029)  $(95,984)   (3,114)      $(99,098)
Foreign currency translation recorded in OCI   (43,850)   (8,431)  $(52,281)   (18,895)   (1,589)  $(72,765)
Cost at December 31, 2021  $3,887,709   $395,331   $4,283,040   $2,393,158   $589,109   $7,265,307 
Accumulated depreciation and depletion                              
At January 1, 2021  $598,983   $   $598,983   $367,500   $   $966,483 
Impairment          $    (2,665)      $(2,665)
Depreciation          $    262,451       $262,451 
Depletion   213,897       $213,897           $213,897 
Disposals   (141)      $(141)   (76,155)      $(76,296)
Foreign currency translation recorded in OCI   (19,041)      $(19,041)   (7,162)      $(26,203)
Accumulated depreciation and depletion at December 31, 2021  $793,698   $   $793,698   $543,969   $   $1,337,667 
Carrying value at December 31, 2021  $3,094,011   $395,331   $3,489,342   $1,849,189   $589,109   $5,927,640 

 

1Includes $172.2 million and $135.7 million in carrying amounts at December 31, 2021 related to Holt Complex and Northern Territory, respectively.

 

31

 

 

KIRKLAND LAKE GOLD LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)

 

 

Year ended December 31, 2020  Depletable   Non
depletable
   Total
mining
interest
   Property,
plant and
equipment
   Capital
work-in-
progress
   Total2 
Cost                              
At January 1, 2020  $1,161,979   $160,376   $1,322,355   $499,528   $212,629   $2,034,512 
Acquisition of Detour Gold Corporation1   2,026,183    336,756    2,362,939    1,342,054    120,371    3,825,364 
Additions and transfers   285,555    (19,571)   265,984    436,469    (41,510)   660,943 
Change in environmental closure assets   6,667        6,667            6,667 
Disposals   (437)       (437)   (61,047)   (683)   (62,167)
Foreign currency translation recorded in OCI   152,373    25,070    177,443    112,832    15,088    305,363 
Cost at December 31, 2020  $3,632,320   $502,631   $4,134,951   $2,329,836   $305,895   $6,770,682 
Accumulated depreciation and depletion                              
At January 1, 2020  $376,197   $   $376,197   $161,389   $   $537,586 
Depreciation               238,415        238,415 
Depletion   188,613        188,613            188,613 
Disposals   (303)       (303)   (51,441)       (51,744)
Foreign currency translation recorded in OCI   34,476        34,476    19,137        53,613 
Accumulated depreciation and depletion at December 31, 2020  $598,983   $   $598,983   $367,500   $   $966,483 
Carrying value at December 31, 2020  $3,033,337   $502,631   $3,535,968   $1,962,336   $305,895   $5,804,199 

 

1Includes $16.2 million of ROU assets that were acquired with Detour Gold Corporation.

2Includes $180.8 and $261.2 million in carrying amounts at December 31, 2020 related to Holt Complex and Northern Territory, respectively.

 

Mining Interests

 

Non-depletable mining interests at December 31, 2021 of $395,331 (December 31, 2020 - $503,328) includes $293,650 (December 31, 2020 - $336,756) for the acquired mineral resources around the Detour Lake mine, and $100,510 (December 31, 2020 - $152,519) for the carrying amount of various acquired exploration properties in the Northern Territory.

 

Northern Territory Impairment

 

As a result of the proposed merger agreement between the Company and Agnico Eagle Mines Limited (‘Agnico Eagle’), as discussed in note 1 of these consolidated financial statements, the Company obtained certain indications of fair value relating to the Northern Territory that suggested its carrying value may exceed its fair value, triggering an impairment assessment at December 31, 2021. Using a market multiples approach to determine the fair value of the mineral interests and plant and equipment, the Company recognized a pre-tax impairment loss of $95,984 in its consolidated statements of operations and comprehensive income for the year ended December 31, 2021.

 

15.     ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

As at  December 31, 2021   December 31, 2020 
Trade payable and accrued liabilities  $201,786   $208,736 
Payroll and government remittances   34,012    22,960 
Warrant liability       4,254 
   $235,798   $235,950 

 

16.     LEASES

 

Right-of use assets related to leased properties that do not meet the definition of investment property are presented as mining interest and property, plant and equipment.

 

32

 

 

KIRKLAND LAKE GOLD LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)

 

 

The Company leases many assets including buildings, mining equipment, storage facilities and IT equipment. Information for which the Company is a lessee is presented below.

 

Right-of-use assets

 

   Buildings   Mining
equipment
   Storage
facilities
   Vehicles   IT
equipment
   Total 
Balance, Jan 1, 2021  $8,362   $10,465   $9,222   $1,945   $35   $30,029 
Additions (includes leases)   551    877        420        1,848 
Depreciation charge for year   (1,482)   (2,397)   (1,223)   (675)   (15)   (5,792)
Foreign currency translation adjustment   (99)   (52)   19    4    (1)   (129)
Closing, December 31, 2021  $7,332   $8,893   $8,018   $1,694   $19   $25,956 

 

    Buildings    Mining equipment    Storage facilities    Vehicles    IT
equipment
    Total 
Balance, Jan 1, 2020  $3,068   $25,731   $352   $19   $47   $29,217 
Acquisition of Detour Gold Corporation   316    3,582    9,988    2,375        16,261 
Additions (includes leases)   5,806    (17,598)   (291)   199        (11,884)
Depreciation charge for year   (1,269)   (1,053)   (1,195)   (715)   (14)   (4,246)
Foreign currency translation adjustment   441    (197)   368    67    2    681 
Closing, December 31, 2020  $8,362   $10,465   $9,222   $1,945   $35   $30,029 

 

Lease liabilities

 

As at  December 31, 2021   December 31, 2020 
Maturity analysis - contractual undiscounted cash flows          
Not later than one year  $6,235   $7,668 
Later than one year and not later than five years   18,066    22,044 
Total undiscounted lease liabilities  $24,301   $29,712 
Lease liabilities included in the statement of financial position  $21,295   $26,171 
Less: Current portion   5,328    6,896 
Non-current portion  $15,967   $19,275 

 

Amounts recognized in profit or loss

 

   Year ended
December 31, 2021
   Year ended
December 31, 2020
 
Interest on lease liability  $1,933   $2,197 
Variable lease payments not included in the measurement of lease liabilities  $28,614   $20,654 
Income from sub-leasing right-of-use assets  $216   $72 
Expenses relating to short-term leases  $6,885   $4,610 
Expenses relating to leases of low-value assets, excluding short-term leases of low-value assets  $625   $427 

 

Amounts recognized in the statements of cash flows

 

   Year ended
December 31, 2021
   Year ended
December 31, 2020
 
Total cash outflow from financing activities  $5,603   $10,216 
Total cash outflow from operating activities  $30,017   $21,781 

 

33

 

 

KIRKLAND LAKE GOLD LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)

 

 

17.     SHARE BASED PAYMENT LIABILITIES

 

(i)Long-term incentive plan ("LTIP")

 

The Company has an LTIP that provides for restricted share units ("RSUs") and performance share units ("PSUs") (collectively, “Share Units”) that may be granted to employees, officers and eligible contractors of the Company and its affiliates. A director of the Company is not eligible to participate in the LTIP unless he or she is also an employee of the Company. At the discretion of the Company's Board of Directors, the Company can issue common shares or cash or any combination thereof in satisfaction of the Company’s obligations under Share Units held by participants.

 

The value of an RSU and PSU at the grant date is equal to the market price of a common share of the Company on that date. Unless otherwise determined by the Compensation Committee, no RSU or PSU shall vest later than three years after the date of grant.

 

Movements in the number of the PSUs and RSUs for the years ended December 31, 2021 and 2020 are as follows:

 

   Year ended
December 31, 2021
   Year ended
December 31, 2020
 
   PSUs   RSUs   PSUs   RSUs 
Balance, beginning of year   372,640    386,767    511,768    540,828 
Granted   195,140    195,512    104,861    106,985 
Cancelled   (52,502)   (53,921)   (18,578)   (18,578)
Redeemed   (168,711)   (169,061)   (225,411)   (242,468)
Balance, end of year   346,567    359,297    372,640    386,767 

 

(ii)Deferred share unit plan ("DSU Plan")

 

The Company has a DSU Plan for non-executive directors of the Company, which provides a cash payment, common shares, or a combination thereof on the date when a director ceases to be a director.

 

Changes in the number of deferred share units outstanding during the years ended December 31, 2021 and 2020 are as follows:

 

   Year ended
December 31, 2021
   Year ended
December 31, 2020
 
   DSUs   DSUs 
Balance at beginning of year   120,886    155,377 
Granted   17,420    19,760 
Redeemed       (54,251)
Balance, at end of year   138,306    120,886 

 

34

 

 

KIRKLAND LAKE GOLD LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)

 

 

Changes in the share based payment liabilities during the years ended December 31, 2021 and 2020 are as follows:

 

   Year ended
December 31, 2021
   Year ended
December 31, 2020
 
Opening liability  $34,363   $55,257 
Share based payment expense   8,782    10,457 
Redeemed RSUs, PSUs,  DSUs (cash payments)   (20,196)   (31,907)
Foreign currency translation   (11)   556 
Total share based payment liability  $22,938   $34,363 
Current portion of share based payment liability  $14,517   $25,745 
Long term share based payment liability  $8,421   $8,618 

 

(iii)Share based payment expense

 

The cost of share based payments is allocated to production costs (granted to employees involved in the commercial operations at the mines and mill), general and administrative costs (options granted to directors and corporate employees) and care and maintenance. The allocation of share based payment expense on the consolidated statements of operations and comprehensive income for the years ended December 31, 2021 and 2020 is as follows:

 

   Year ended
December 31, 2021
   Year ended
December 31, 2020
 
General and administrative  $7,845   $10,196 
Production costs   1,110    15 
Care and maintenance   (173)   246 
Total share based payment expense  $8,782   $10,457 

 

18.    PROVISIONS

 

As at  December 31, 2021   December 31, 2020 
Environmental rehabilitation provision  $180,391   $229,125 
Long service leave   7,888    7,658 
Total provisions   188,279    236,783 
Current provisions   22,017    71,976 
Long-term balance  $166,262   $164,807 

 

Environmental rehabilitation provision

 

The Company provides for the estimated future cost of rehabilitating mine sites and related production facilities on a discounted basis, if the impact of discounting is material, as such activity that creates the rehabilitation obligation occurs. The rehabilitation provision represents the present value of estimated future rehabilitation costs. These provisions are based on the Company’s estimates, with consideration of closure plans and rehabilitation requirements established by relevant regulatory bodies.

 

35

 

 

KIRKLAND LAKE GOLD LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)

 

 

Changes in the environmental rehabilitation provision for the years ended December 31, 2021 and 2020 are as follows:

 

   Year ended
December 31, 2021
   Year ended
December 31, 2020
 
Balance, beginning of year  $229,125   $71,121 
Changes in estimates   (2,892)   44,306 
Acquisition of Detour Gold Corporation       116,044 
Site closure and reclamation costs paid   (45,418)   (11,553)
Unwinding of discount on rehabilitation provision   1,495    356 
Foreign currency translation   (1,918)   8,851 
Balance, end of year   180,392    229,125 
Current portion   16,180    65,941 
Long-term balance  $164,212   $163,184 

 

The majority of the reclamation expenditures are expected to occur between 2021 and 2070. As the lives of the mines are extended, the timing of certain expenditures will be deferred.

 

All estimates and assumptions are reviewed on an annual basis to take into account any material changes to underlying assumptions and inputs. However, actual rehabilitation costs will ultimately depend upon future market prices for the necessary decommissioning works required, which will reflect market conditions at the relevant time. Furthermore, the timing of rehabilitation is likely to depend on when the mines cease to produce at economically viable rates. This, in turn, will depend upon future gold prices and costs of production, which are inherently uncertain.

 

19.     DEFERRED PROCEEDS

 

In 2020, the Company entered into an Option Agreement with Newmont Canada FN Holdings ULC, in which the Company received deferred proceeds of $75,000 in exchange for an option to acquire certain mining and mineral rights related to the Company's Holt mine property. In connection with the agreement, Newmont can exercise the option only in the event the Company intends to restart operations at the Holt mine property and process material subject to the Holt royalty. The Company also has the right to assume Newmont’s obligations under the Holt royalty at any time, in which case the option would terminate. The deferred proceeds are presented as $77,575 at December 31, 2021 which differ from proceeds received due to foreign currency translation impacts.

 

20.     SHAREHOLDERS' EQUITY

 

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

 

(a)SHARE CAPITAL

 

As at December 31, 2021, the Company had 263,711,090 common shares outstanding (December 31, 2020 - 268,097,877).

 

Share capital issuances

 

During the year ended December 31, 2021, the Company issued an aggregate of 79,413 common shares upon the exercise of 79,413 stock options for $1,164 (year ended December 31, 2020 - the Company issued an aggregate of 182,168 common shares upon the exercise of 182,168 stock options for $4,173).

 

36

 

 

KIRKLAND LAKE GOLD LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)

 

 

Upon closing of the Detour acquisition on January 31, 2020, the Company issued 77,217,129 common shares to the former shareholders of Detour with a fair value of $3,131,451. Furthermore, all outstanding stock options of Detour that were not exercised prior to the acquisition date have been exchanged under the agreement at the Exchange Ratio.

 

Repurchases

 

2021

 

During the year ended December 31, 2021, the Company purchased 4,466,200 shares for $183,557 (C$231,407) pursuant to the Automatic Share Purchase Plan ("ASPP") and Normal Course Issuer Bid ("NCIB").

 

All of the shares acquired have been legally canceled as of December 31, 2021.

 

2020

 

During the year ended December 31, 2020, the Company purchased 18,925,900 shares for $732,436 (C$974,736) pursuant to the NCIB.

 

All of the shares acquired have been legally canceled as of December 31, 2020.

 

Dividends

 

2021

 

Dividend declaration date  Dividend paid date  Per share   Paid USD   Reduction in
retained earnings
 
December 16, 2020  January 14, 2021  $0.1875   $50,268   $ 
March 18, 2021  April 14, 2021  $0.1875   $50,073   $50,073 
June 17, 2021  July 14, 2021  $0.1875   $50,022   $50,022 
September 16, 2021  October 13, 2021  $0.1875   $49,443   $49,443 
December 17, 2021  January 14, 2022  $0.1875   $   $49,446 
Total          $199,806   $198,984 

 

2020

 

Dividend declaration date  Dividend paid date  Per share   Paid USD   Reduction in
retained earnings
 
December 16, 2019  January 13, 2020  $0.06   $12,577   $ 
March 18, 2020  April 13, 2020  $0.125   $34,650   $34,650 
June 17, 2020  July 13, 2020  $0.125   $34,488   $34,488 
September 18, 2020  October 14, 2020  $0.125   $34,227   $34,227 
December 16, 2020  January 14, 2021  $0.1875   $   $50,268 
Total          $115,942   $153,633 

 

37

 

 

KIRKLAND LAKE GOLD LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)

 

 

(b)RESERVES

 

(i)Share based payment compensation plans

 

In addition to the RSU, PSU, and DSU liabilities disclosed in note 17, the Company has the following outstanding equity based awards:

 

Stock options

 

During the years ended December 31, 2021 and 2020, the Company did not grant any stock options other than replacement options issued relating to the Detour acquisition in the three months ended March 31, 2020.

 

Changes in stock options during the years ended December 31, 2021 and 2020 were as follows:

 

   Year ended December 31, 2021   Year ended December 31, 2020 
   Number of   Weighted average   Number of   Weighted average 
   options   exercise price (C$)   options   exercise price (C$) 
Balance, beginning of year   218,237   $12.64    218,489   $4.44 
Replacement options from Detour acquisition           190,069    35.07 
Exercised   (79,413)   14.57    (182,168)   26.52 
Expired   (37,141)   33.46    (8,153)   5.61 
Stock options outstanding, end of year   101,683   $3.53    218,237   $12.64 
Stock options exercisable, end of year   101,683   $3.53    218,237   $12.64 

 

Options are valued using the Black-Scholes option pricing model. Where relevant, the expected life used in the model has been adjusted based on management’s best estimate of the effects of non-transferability, exercise restrictions and behavioral considerations. Expected volatility is based on the historical share price volatility of the Company.

 

Replacement options from the Detour acquisition were valued at the date of acquisition using the Black-Scholes option pricing model with the following weighted average assumptions:

 

Weighted average exercise price per share  C$35.07 
Risk-free interest rate   1.83%
Expected volatility   36.64%
Expected life   0.91 
Weighted average per share grant date fair value   C$34.48 

 

38

 

 

KIRKLAND LAKE GOLD LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)

 

 

Stock Options Exercised

 

The following table outlines share options granted under the former stock option plans of Kirkland Lake Gold Inc., St. Andrews Goldfields Ltd. and Detour Gold Corporation that were exercised during the year ended December 31, 2021:

 

Grant price (C$)  Number of options
exercised
  Exercise dates  Weighted average closing share
price at exercise date (C$)
 
$2.85 - $35.55   31,825   January 1, 2021 - March 31, 2021  $49.73 
$3.42 - $6.82   27,272   April 1, 2021 - June 30, 2021  $44.11 
$3.42 - $6.82   5,996   July 1, 2021 - September 30, 2021  $50.48 
$3.42 - $6.82   14,320   October 1, 2021 - December 31, 2021  $51.16 
    79,413      $47.44 

 

The following table outlines share options granted under the former stock option plans of Kirkland Lake Gold Inc. and St. Andrews Goldfields Ltd. that were exercised during the year ended December 31, 2020:

 

Grant price (C$)  Number of options
exercised
  Exercise dates  Weighted average closing share
price at exercise date (C$)
 
$5.61 - $35.55   72,149   January 1, 2020 - March 31, 2020  $45.32 
$3.42 - $38.78   47,913   April 1, 2020 - June 30, 2020  $56.32 
$3.42 - $60.47   52,475   July 1, 2020 - September 30, 2020  $71.89 
$27.91 - $35.55   9,631   October 1, 2020 - December 31, 2020  $53.10 
    182,168      $56.28 

 

(b)BASIC AND DILUTED INCOME PER SHARE

 

Basic and diluted income per share for the years ended December 31, 2021 and 2020 is calculated as shown in the table below. The diluted income per share for the years ended December 31, 2021 and 2020 includes the impact of certain outstanding options, PSUs and RSUs.

 

   Year ended
December 31, 2021
   Year ended
December 31, 2020
 
Net earnings  $824,431   $787,705 
Weighted average basic number of common shares outstanding (in '000s)   265,777    270,401 
Basic earnings per share  $3.10   $2.91 
           
Net earnings   824,431    787,705 
Cash settling LTIP adjustment   (122)   2,306 
Net earnings for diluted earnings   824,309    790,011 
Weighted average diluted number of common shares outstanding (in '000s)   266,605    271,355 
Diluted earnings per share  $3.09   $2.91 

 

39

 

 

KIRKLAND LAKE GOLD LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)

 

 

Weighted average diluted number of common shares for the years ended December 31, 2021 and 2020 is calculated as follows:

 

   Year ended
December 31, 2021
   Year ended
December 31, 2020
 
Weighted average basic number of common shares outstanding (in '000s)   265,777    270,401 
In the money shares - share options (in '000s)   121    195 
Dilutive RSUs and PSUs (in '000s)   706    759 
Weighted average diluted number of common shares outstanding   266,604    271,355 

 

21.     SUPPLEMENTAL CASH FLOW INFORMATION

 

As at December 31, 2021, the Company’s cash balance of $939,335 (December 31, 2020 – $847,638) was held at major Canadian and Australian banks in deposit accounts. Cash held in Australian entities comprised of $280,203 (as at December 31, 2020 – $808,575) denominated in US dollars, which was exposed to movements in foreign exchange rates. As at December 31, 2021, the impact of a 10% strengthening or weakening in foreign exchange rates would have resulted in a decrease or increase of $19,614 in net earnings, respectively.

 

Supplemental information to the statements of cash flows is as follows:

 

   Year ended
December 31, 2021
   Year ended
December 31, 2020
 
Change in non-cash working capital          
Increase in accounts receivable  $(31,242)  ($2,423)
(Increase) decrease in inventories   25,117    (50,028)
Increase in prepaid expenses and other current assets   (6,317)   (8,615)
Increase (decrease) in accounts payable and accrued liabilities   (47,525)   83,131 
   $(59,967)  $22,065 
           
Investing and financing non-cash transactions          
Property, plant and equipment acquired through finance lease  $2,186   $7,585 

 

22.     OPERATING SEGMENTS

 

The reportable operating segments are those operations for which operating results are reviewed by the President and Chief Executive Officer who is the chief operating decision maker regarding decisions about resources to be allocated to the segment and to assess performance provided those operations pass certain quantitative thresholds. Operations with revenues, earnings or losses or assets that exceed 10% of the total consolidated revenue, earnings or losses or assets are reportable segments.

 

Each of the Company's reportable operating segments generally consists of an individual mining property managed by a single general manager and operations management team.

 

The Company’s operating segments reflect these multiple mining interests and are reported in a manner consistent with internal reporting used to assess the performance of each segment and make decisions about resources to be allocated to the segments.

 

The information reported below as at and for the years ended December 31, 2021 and 2020 is based on the information provided to the President and Chief Executive Officer.

 

40

 

 

 

KIRKLAND LAKE GOLD LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock options, share based liability units and equity based instrument units)

 

 

As at and for the year ended December 31, 2021  Macassa   Detour   Fosterville   Non-core3   Corporate and other   Total 
Revenue  $377,949   $1,273,376   $921,871   $   $   $2,573,196 
Production costs   (131,275)   (447,259)   (98,326)           (676,860)
Royalty expense   (11,896)   (29,185)   (43,838)           (84,919)
Depletion and depreciation   (48,255)   (280,059)   (104,604)       (1,547)   (434,465)
Earnings from mine operations   186,523    516,873    675,103        (1,547)   1,376,952 
Expenses                              
General and administrative                   (67,232)   (67,232)
Impairment charge               (95,984)       (95,984)
Transaction costs                   (12,264)   (12,264)
Exploration   (7,372)   (153)   (17,074)   (6,337)   (917)   (31,853)
Care and maintenance               (17,362)       (17,362)
Rehabilitation costs   (573)           (1,202)       (1,775)
Earnings (loss) from operations   178,578    516,720    658,029    (120,885)   (81,960)   1,150,482 
Other income (loss), net1                            (2,676)
Finance items                              
Finance income1                       1,101 
Finance costs1                       (3,018)
Earnings before income taxes                            1,145,889 
                               
Expenditures on:                              
Mining interest  $137,175   $178,903   $101,717   $   $   $417,795 
Plant and equipment   40,733    264,302    40,511    1,398    458    347,402 
Total capital expenditures2  $177,908   $443,205   $142,228   $1,398   $458   $765,197 
                               
Total assets  $950,993   $4,875,090   $590,672   $336,455   $618,458   $7,371,668 
Total liabilities  $173,531   $1,314,351   $177,365   $158,800   $103,913   $1,927,960 

 

1 Certain costs are managed on a consolidated basis and are therefore not reflected in segment income.

2 Segment capital expenditures are presented on an accrual basis.

3 Includes Holt Complex and Northern Territory.

 

41

 

 

KIRKLAND LAKE GOLD LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock options, share based liability units and equity based instrument units)

 

 

As at and for the year ended December 31, 2020  Macassa   Holt Complex   Detour   Fosterville   Non-core3   Corporate   Total 
Revenue  $326,584   $53,195   $960,855   $1,119,470   $   $   $2,460,104 
Production costs   (107,336)   (36,054)   (356,072)   (87,844)           (587,306)
Royalty expense   (10,613)   (3,807)   (18,445)   (52,620)           (85,485)
Depletion and depreciation   (54,071)   (10,512)   (214,793)   (102,889)       (787)   (383,052)
Earnings from mine operations   154,564    2,822    371,545    876,117        (787)   1,404,261 
Expenses                                   
General and administrative                       (60,490)   (60,490)
Transaction costs                       (33,131)   (33,131)
Exploration   (1,492)   (901)   (1,990)   (6,723)   (3,003)   (306)   (14,415)
Care and maintenance       (16,607)           (16,397)       (33,004)
Rehabilitation costs                   (33,730)       (33,730)
Earnings (loss) from operations   153,072    (14,686)   369,555    869,394    (53,130)   (94,714)   1,229,491 
Other income (loss), net1                                 (72,489)
Finance items                                   
Finance income1                           3,543 
Finance costs1                           (7,836)
Earnings before income taxes                                 1,152,709 
                                    
Expenditures on:                                   
Mining interest  $84,634   $8,024   $134,061   $54,598   $10,404   $   $291,721 
Plant and equipment   57,019    2,823    207,015    83,288    12,520    6,557    369,222 
Total capital expenditures2  $141,653   $10,847   $341,076   $137,886   $22,924   $6,557   $660,943 
                                    
Total assets  $791,560   $196,874   $4,470,755   $584,795   $270,546   $766,006   $7,080,536 
Total liabilities  $180,218   $118,972   $1,172,167   $186,986   $115,934   $221,328   $1,995,605 

 

1 Certain costs are managed on a consolidated basis and are therefore not reflected in segment income.

2 Segment capital expenditures are presented on an accrual basis.

3 Represents Northern Territory.

 

42

 

 

KIRKLAND LAKE GOLD LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)

 

 

The following table shows non-current assets by geographic region:

 

   Non-current assets 
   As at 
   December 31, 2021   December 31, 2020 
Geographic information          
Australia  $678,272   $821,777 
Canada   5,448,369    5,222,089 
Total  $6,126,641   $6,043,866 

 

The following table summarizes sales to individual customers exceeding 10% of annual metal sales for the following periods:

 

    Metal sales 
    Year ended
December 31, 2021
    Year ended
December 31, 2020
 
Customer          
1 - Australia  $920,306   $1,119,965 
2 - Canada   1,026,744    366,099 
3 - Canada   289,538    296,814 
4 - Canada   274,366    169,460 
Total  $2,510,954   $1,952,338 
% of total sales   98%   79%

 

The Company is not economically dependent on a limited number of customers for the sale of its product because gold doré can be sold through numerous commodity market traders worldwide. The hierarchy of customers differ in the years ended December 31, 2021 and 2020.

 

23.     CAPITAL RISK MANAGEMENT

 

The Company manages its capital structure and makes adjustments to it to effectively support the acquisition, operation, exploration and development of mineral properties. In the definition of capital, the Company includes, as disclosed on its consolidated statements of financial position: share capital, reserves, accumulated other comprehensive income (loss) and retained earnings.

 

The Company’s capital at December 31, 2021 and 2020 is as follows:

 

As at  December 31, 2021   December 31, 2020 
Share capital  $3,195,972   $3,289,497 
Reserves   21,185    31,244 
Accumulated other comprehensive income   (13,973)   235,709 
Retained earnings   2,240,524    1,528,481 
   $5,443,708   $5,084,931 

 

The Company believes it has sufficient funds to finance its current operating, development and exploration expenditures. Longer term, the Company may pursue opportunities to raise additional capital through equity and or debt markets as it progresses with its properties and projects. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.

 

43

 

 

KIRKLAND LAKE GOLD LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)

 

 

Management reviews its capital management approach on an ongoing basis and believes that its approach, given the relative size of the Company, is reasonable.

 

Neither the Company nor its subsidiaries are subject to any other externally imposed capital requirements.

 

24.     FINANCIAL INSTRUMENTS

 

Carrying values of financial instruments

 

The carrying values of the financial assets and liabilities at December 31, 2021 and December 31, 2020 are as follows:

 

As at  December 31, 2021   December 31, 2020 
Financial Assets          
At fair value through profit or loss          
Warrant investments  $5   $367 
Note receivable   3,958    3,928 
   $3,963   $4,295 
           
Loans and receivables, measured at amortized cost          
Cash  $939,335   $847,638 
Accounts receivable (not including sales taxes)   19,744    2,390 
   $959,079   $850,028 
           
Investments in equity securities, measured at fair value through Other Comprehensive Income          
Investments in equity securities (note 13)  $67,414   $99,048 
           
Financial Liabilities          
At fair value through profit or loss          
Share based payment liabilities (note 17)  $22,938   $34,363 
Warrant liability (note 15)       4,254 
Other financial liabilities, measured at amortized cost          
Accounts payable and accrued liabilities  $235,798   $231,696 
Dividend payable   49,443    50,268 
Leases (note 16)   21,295    26,171 
   $329,474   $346,752 

 

Fair values of financial instruments

 

The fair values of cash, accounts receivable, note receivable, leases, restricted cash, accounts payable and accrued liabilities approximate their carrying values due to the short term to maturity of these financial instruments.

 

44

 

 

KIRKLAND LAKE GOLD LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)

 

 

The fair value hierarchy of financial instruments measured at fair value on the consolidated statements of financial position is as follows:

 

As at  December 31, 2021   December 31, 2020 
Level 1          
Investments in equity securities - publicly traded  $61,017   $94,262 
Share based payment liabilities (note 17)  $22,938   $34,363 
           
Level 2          
Warrant investments  $5   $367 
Warrant liability (note 15)  $   $4,254 
           
Level 3          
Investments in equity securities - privately held  $6,397   $4,786 

 

The valuation techniques that are used to measure fair value are as follows:

 

Investments in equity securities

 

Investments in equity securities include shares in publicly traded companies listed on a stock exchange. The fair value of investments in equity securities is determined based on a market approach reflecting the closing price of each particular security at the consolidated balance sheet date. The closing price is a quoted market price obtained from the exchange that is the principal active market for the particular security, and therefore are classified within Level 1 of the fair value hierarchy.

 

Warrant investments and Warrant liability

 

The valuation technique used to measure the warrant investments and liability is the Black-Scholes option pricing model. Such pricing models include inputs other quoted prices which are observable such as implied volatilities, and therefore are classified within Level 2 of the fair value hierarchy.

 

Investments in equity securities – privately held

 

The fair value of the privately held equity securities is determined using recent arm's length market transactions; reference to the current market value of another instrument, which is substantially the same; discounted cash flow analysis; and pricing models. As the inputs are not observable, the investment in equity securities which are privately held are classified as Level 3 of the fair value hierarchy.

 

The Company's risk exposures and the impact on the Company's financial instruments are summarized below:

 

Credit risk

 

The Company's credit risk is primarily attributable to trade and other amounts receivable, which consist primarily of goods and services tax due from the Federal Governments of Australia and Canada. Consequently, credit risk is considered low and no allowance for doubtful debts has been recorded at the date of the consolidated statements of financial position. At December 31, 2021 and December 31, 2020, there were no significant trade receivables and the Company has no significant concentration of credit risk arising from trade receivables. The Company’s cash and restricted cash are held with established Canadian and Australian financial institutions for which management believes the risk of loss to be remote. Deposits held with banks may exceed the amount of insurance provided on such deposits.

 

45

 

 

KIRKLAND LAKE GOLD LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)

 

 

Liquidity risk

 

The Company monitors the expected settlement of financial assets and liabilities on an ongoing basis; there are no significant payables or obligations that are outstanding past their due dates. As at December 31, 2021, the Company had a net working capital of $950,315 (December 31, 2020 - $504,322), including cash of $939,335 (December 31, 2020 - $847,638).

 

Future financing requirements, if any, will depend on a number of factors that are difficult to predict and are often beyond the control of the Company. The main factor is the realized price of gold received for gold produced from the Company’s operating mines and the operating and capital costs of those mines, and exploration and development costs associated with the Company’s growth projects.

 

The contractual cash flow obligations of the Company as at December 31, 2021 are as follows:

 

As at December 31, 2021  Total   Less than a
year
   1-3 years   4-5 years   After 5 years 
Accounts payable and accrued liabilities  $235,798   $235,798   $   $   $ 
Capital expenditure obligations   114,673    114,673             
Finance lease payments   24,302    6,236    8,689    5,878    3,499 
Other obligations1   26,516    3,958    22,558         
Income taxes payable   5,946    5,946             
   $407,235   $366,611   $31,247   $5,878   $3,499 

 

1Includes minimum funding commitments under various earn-in agreements as described in note 26.

 

Market risk

 

(a) Foreign currency risk

 

The Company is exposed to foreign currency risk as the development and operation of the Company’s mining assets will largely be funded with Canadian and Australian dollars while gold is priced on international markets in US dollars, the Company’s presentation currency.

 

   CAD   AUD 
Closing US dollar exchange rate at December 31, 2021  $0.79   $0.73 
Average US dollar exchange rate during the year ended December 31, 2021  $0.80   $0.75 
Closing US dollar exchange rate at December 31, 2020  $0.79   $0.77 
Average US dollar exchange rate during the year ended December 31, 2020  $0.75   $0.69 

 

Currency risk only exists on account of monetary financial instruments denominated in a currency that is not the functional currency. The following table indicates the impact of foreign currency exchange risk on net monetary financial assets, denominated in a currency other than the functional currency, as at December 31, 2021. The table below also provides a sensitivity analysis of a 10 percent adverse movement of the US dollar against the Canadian dollar and Australian dollar as identified which would have decreased and increased the Company’s net earnings, respectively, by the amounts shown in the table below. A 10 percent weakening of the US dollar against the foreign currencies would have had the equal but opposite effect as at December 31, 2021.

 

46

 

 

KIRKLAND LAKE GOLD LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)

 

 

   US$ 
Total foreign currency net financial assets in US$   119,603 
Impact of a 10% variance of the CAD:US exchange rate on net earnings   (12,954)
Impact of a 10% variance of the AUD:US exchange rate on net earnings   20,709 

 

(b) Interest rate risk

 

The Company’s exposure to risks of changes in market interest rates relates primarily to interest earned on its cash balances. The Company reviews its interest rate exposure periodically, giving consideration to potential renewals of existing positions and alternative financial investments.

 

The finance leases bear interest at fixed rates. The Company does not account for any fixed rate liabilities at fair value, consequently a change in the interest rates at the reporting date would not impact the carrying amount of financial liabilities on the consolidated statements of operations and comprehensive income. The impact on cash of a movement in interest rates by a plus or minus 1% change would not be material to the value of cash.

 

(c) Equity securities price risk

 

The Company is exposed to equity securities price risk of changes because of the investments in equity securities and warrant investments held by the Company. The Company's portfolio of investments is not part of its core operations, and accordingly, gains and losses from these investments are not representative of the Company's performance during the year. As at December 31, 2021, the impact of a 10% increase or decrease in the share prices of the investments in equity securities would have resulted in an increase or decrease of $5,850, respectively, that would have been included in other comprehensive income. A 10% increase and 10% decrease in the share prices of the investments in equity securities would have resulted in an increase and decrease of $1 in net earnings, respectively in relation to the warrant investments.

 

25.     RELATED PARTY TRANSACTIONS

 

The remuneration of directors and executive officers is determined by the compensation committee of the Board of Directors. The directors’ fees, consulting fees and other compensation of directors and executive officers were as follows:

 

   Year ended
December 31, 2021
   Year ended
December 31, 2020
 
Officer salaries and short-term benefits  $15,268   $12,989 
Share based payment expense   6,251    7,784 
Directors fees   800    3,589 
Severance payments   2,007    597 
   $24,326   $24,959 

 

Related party transactions are measured at the exchange amount which is the consideration agreed to between the parties.

 

The Company entered into contracts with wholly-owned subsidiaries of Gekko Systems, a global mineral processing and equipment company. The total expense was $14 during the year ended December 31, 2021 (year ended December 31, 2020 - $132). Ms. Elizabeth Lewis-Gray, a member of the Company’s Board of Directors, is the Co-founder and Chair of Gekko Systems.

 

47

 

 

KIRKLAND LAKE GOLD LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)

 

 

26.     COMMITMENTS AND CONTRACTUAL OBLIGATIONS

 

The Company has royalty obligations on its various mines sites as discussed below:

 

Macassa

 

A 1.5% Net Smelter Royalty ("NSR") payable to Franco-Nevada Corporation ("FNV") on production from the Company’s Macassa property.

 

A 2% NSR on production from the Macassa mine payable to Sandstorm Gold Ltd. (Hurd-McCauley).

 

A 3% NSR on production from the Macassa mine payable to Harbour Royalty Corp. (linked to gold price, NSR could decrease if gold price decreases below C$1).

 

A 20% Net Profits Interest ("NPI") on production at the Macassa mine payable to FNV relating to the Gracie Claim.

 

Minimum cash payment of C$3 or $0.25 per ton mined payable to Boisvert/Joseph for claims held at the Macassa property.

 

A 0.5% NSR on production from the Macassa mine to the First Nations identified in the IBA.

 

Detour

 

Production from the Detour Lake Mine is subject to a 2% NSR payable to Franco-Nevada Canada Holdings Corp. (“FN”). FN has the right to elect, on a yearly basis, to have the royalty paid in cash or in-kind. FN has elected to receive the royalty paid in-kind in 2020.

 

For the Detour Lake Mine, the Company has signed agreements with the Moose Cree First Nation, the Taykwa Tagamou Nation, the Wahgoshig First Nation and the Metis Nation of Ontario. These agreements commit the Company to payments based on annual revenue and gold price.

 

Fosterville

 

For the Company’s mine properties in the State of Victoria, Australia, a 2% NSR royalty on the Fosterville Gold Mine payable to Triple Flag Precious Metals Corp.

 

For the Company’s mine properties in the State of Victoria, Australia, a 2.75% NSR royalty on the Fosterville Gold Mine payable to the Victorian Government effective January 1, 2020.

 

The Fosterville Gold Mine is subject to a license fee which enables it to use the patented BIOX process to treat refractory ore from the underground mine. The fee is paid at a rate of A$1.33 per ounce of gold produced and treated through the BIOX Plant. The royalty was completed after the production of 3,724 ounces in January 2020.

 

48

 

 

KIRKLAND LAKE GOLD LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)

 

 

Holt Complex

 

The Holt Complex is subject to various royalties if operating.

 

Northern Territory

 

The Northern Territory is subject to various royalties if operating.

 

The Company has entered into the following earn-in agreements with minimum funding commitments as described below:

 

Wallbridge Mining Company Ltd.

 

Under the Option Agreement dated November 23, 2020, the Company has the option to earn a 50% interest in the Detour East property upon contributing C$7.5 million in exploration expenditures over a period of 5 years. A minimum commitment of C$2 million must be contributed by the Company in the first 2 years, with C$0.5 million and C$1.5 million to be contributed within the first and second years, respectively.

 

Melkior Resources Inc.

 

Under the Option Agreement dated September 25, 2020, the Company has the option to earn a 50% interest in the Carscallen Project upon contributing C$10 million in exploration expenditures over a period of 5 years. A minimum commitment of C$3 million must be contributed by the Company in the first 2 years.

 

Orefinders Resource Inc.

 

Under the Option Agreement dated April 19, 2021, the Company has the option to earn a 50% interest in the Knight, McGarry and Mirado Properties upon contributing C$10 million in exploration expenditures over a period of 5 years. A minimum commitment of C$2.5 million must be contributed by the Company in the first 2 years, with C$1 million to be contributed in the first year.

 

The Company has the option to earn an additional 25% interest in the properties upon contributing an additional C$50 million in exploration expenditure over a period of 5 years during the Joint Venture startup.

 

Mistango River Resources Inc.

 

Under the Option Agreement dated April 19, 2021, the Company has the option to earn a 50% interest in the Kirkland West and Omega Properties upon contributing C$10 million in exploration expenditures over a period of 5 years. A minimum commitment of C$2.5 million must be contributed by the Company in the first 2 years, with C$1 million to be contributed in the first year.

 

The Company has the option to earn an additional 25% interest in the properties upon contributing an additional C$50 million in exploration expenditure over a period of 5 years during the Joint Venture startup.

 

49

 

 

KIRKLAND LAKE GOLD LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(stated in thousands of United States Dollars, except per share amounts and number of shares, warrants, stock
options, share based liability units and equity based instrument units)

 

 

Pembrook Copper Corp.

 

Under the Option Agreement dated May 28, 2021, the Company has the option to earn a 50% interest in the Kirkland West and Omega Properties upon contributing C$3 million in exploration expenditures over a period of 5 years. A minimum commitment of C$2 million must be contributed by the Company in the first 2 years.

 

The Company has the option to earn an additional 26% interest in the properties upon contributing an additional C$25 million in exploration expenditures over a period of 5 years during the Joint Venture startup.

 

27.     CONTINGENCIES

 

On August 16, 2021, International Royalty Corporation (“IRC”) filed a notice of action against Newmont Canada Corporation, Newmont Corporation, Newmont Canada FN Holdings ULC (collectively referred to herein as “Newmont”) and Kirkland Lake Gold Inc., on a joint and several basis. The action was filed in the Supreme Court of Nova Scotia, and in November 2021 amended by IRC to add Kirkland Lake Gold Ltd. and its wholly owned subsidiary, St. Andrew Goldfields Ltd as defendants (together with Kirkland Lake Gold Inc, referred to herein as “Kirkland”). The plaintiff alleges that Newmont and Kirkland have conducted their affairs in a manner that is oppressive or unfairly prejudicial to IRC by depriving IRC of certain royalty payments. In October 2022, Kirkland was successful in its motion to have the matter dismissed against it. The timeframe for IRC to appeal the decision has now passed.

 

Between June 29, 2020 and July 17, 2020, two putative class action complaints were filed by purported shareholders of the Company in the United States against the Company and Anthony Makuch, President and Chief Executive Officer. The complaints allege that during the period from January 8, 2018 and November 25, 2019, the defendants violated the United States securities laws by misrepresenting or failing to disclose material information regarding the acquisition of Detour Gold Corporation (“Detour”). Both actions were filed in the United States District Court for the Southern District of New York (the “Court”). Following motions filed by both individual complainants, the Court entered an order on September 24, 2020 appointing one lead plaintiff and one lead counsel. In November 2020, the lead plaintiff filed its amended complaint against the Company, Anthony Makuch and Eric Sprott. On January 22, 2021, the Company filed its motion to dismiss. On September 30, 2021, the Court dismissed several of the plaintiff’s claims against the Company. The Company continues to believe that the one outstanding claim is without merit and intends to defend the action vigorously. No amounts have been recorded for any potential liability arising from any of the proposed class actions. The Company believes that the likelihood of loss is undeterminable at this time.

 

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