"On November 12, 2019, the Company entered into a Senior Secured Gold Loan (“Gold Loan”) agreement with Auramet under
which the Company received gross proceeds of AUD$15 million before associated costs.
In connection with the Gold Loan with Auramet, the Company:
• Is required to deliver a total of 7,920 ounces of gold over 18 equal monthly instalments beginning on January 30,
2020 and terminating on June 30, 2021.
• Granted Auramet 20,000 gold call options (“Call Options”) at strike prices ranging from AUD$2,275 to AUD$2,360
per ounce of gold. These Call Options have expiration dates between July 2020 and December 31, 2021 up to a
maximum of 1,500 ounces per month (note 10).
• Entered into a zero-cost collar price protection program with 19,800 puts at a strike price of AUD$1,950 per ounce
and 19,800 of calls with strike prices ranging from AUD$2,275 to AUD$2,400. All of the puts and calls under the zerocost collar price protection program have maturities on or before December 31, 2020, and
• Agreed to sell a minimum of 80% of its gold production at market prices from the Plutonic Gold Operations to
Auramet for a period that is not less than 6 months following repayment of the Gold Loan.
The Company paid an upfront fee equal to 1% of the gross proceeds and all out-of-pocket costs of $70. The Gold Loan is
secured by a first priority security interest over all of the assets, with certain exclusions, of the Company’s wholly-owned
subsidiary, Billabong Gold Pty Ltd. (“Billabong”), an assignment over all pertinent mining leases and a Guarantee from the
Company, which is secured by a pledge of its shares of Billabong.
The Company must repay the Gold Loan from proceeds received from any debt issuance, royalty sales, sale of material assets
or equity issuance, provided that certain amounts from equity offerings may be exempted with Auramet’s consent. In
addition, the Company must repay the Gold Loan at the option of Auramet, with reasonable cause, upon a change of control
event or if there is a change of any Key Management Personnel of the Company.
The Company is subject to financial covenants requiring it to maintain a total minimum balance of cash, cash equivalents and
undrawn lines of credit of AUD$5.0 million and a restriction on additional indebtedness, except for permitted indebtedness
as agreed to between the Company and Auramet. The Company is also subject to non-financial covenants, along with a
restriction on liens. At March 31, 2020, the Company was in compliance with all covenants.
Accounting for the Gold Loan comprised the following:
• The upfront fee and out-of-pocket costs as a reduction of proceeds received with an offset to the current and noncurrent portions of the Deferred Revenue liability.
• The Call Options were valued using the Black-Scholes pricing model (refer to note 10 for assumptions used in
estimating the fair value of these derivative financial instruments) and charged, upon inception of the Gold Loan, to
Derivative financial instruments on the consolidated statement of financial position. Changes in the fair value of the
Call Options are recorded in the consolidated statement of loss and comprehensive loss on a mark to market basis
as a Change in valuation of derivative financial instruments.
• The zero-cost collar price protection program of 19,800 ounces is considered a component of the Gold Loan
arrangement and is therefore accounted for as an executory contract consistent with the accounting for the Gold
• Deferred Revenue is recorded at fair value with reference to quoted forecast prices for gold at inception of the loan.
Gross proceeds $ 10,271
1% Upfront fee (103)
Out-of-pocket cost reimbursement (70)
Derivative financial instrument liability – Call Options (665)
Balance at inception 9,433
Accretion charge 196
Foreign exchange impact 222
Balance, December 31, 2019 9,851
Accretion charge 726
Gold loan repayments (1,882)
Foreign exchange impact (1,097)
Balance, March 31, 2020 7,598
Balance, March 31, 2020 $ 7,598
As at March 31, 2020 (December 31, 2019 – 7,920), 6,600 ounces of gold were deliverable under the Gold Loan, of which
5,280 ounces of gold were classified as current. Under the zero-cost collar price protection program, during the three month
period ended March 31, 2020, Auramet exercised 1,800 ounces of calls and the Company delivered the ounces to Auramet
for proceeds at an average call strike price of AUD$2,300 per ounce of gold.
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