Table of Contents
MANAGEMENT’S DISCUSSION AND ANALYSIS
Any statement or reference to dollar amounts herein shall mean lawful money of Canada unless otherwise indicated.
SCOPE OF MANAGEMENT’S FINANCIAL ANALYSIS
The following analysis should be read in conjunction with the unaudited condensed interim financial statements of Virginia Mines Inc. (the "Company") and the accompanying notes for the three-month and six-month periods ended August 31, 2013 and 2012. The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The reader should also refer to the annual Management’s Discussion and Analysis of financial position as at February 28, 2013, and results of operations, including the section describing the risks and uncertainties.
The information contained herein is dated as of October 10, 2013, date of the approval by the Board of the Management’s Discussion and Analysis and the Financial Statements.
FORWARD-LOOKING STATEMENTS
This document contains forward-looking information and statements, which constitute “forward-looking information” under Canadian securities law and which may be material regarding, among other things, the Company’s beliefs, plans, objectives, estimates, intentions and expectations. Forward-looking information and statements are typically identified by words such as “anticipate”, “believe”, “expect”, “estimate”, “forecast”, “goal”, “intend”, “plan”, “will”, “may”, “should”, “could” and similar expressions. Specific forward-looking information in this document includes, but not limited to, statements with respect to the Company’s future operating and financial results, its exploration activities, its capital expenditure plans and the ability to execute on its future operating, investing and financing strategies.
These forward-looking information and statements, by their nature, necessarily involve risks and uncertainties that could cause actual results to differ materially from those contemplated by these forward-looking statements. We consider the assumptions on which these forward-looking statements are based to be reasonable, but caution the reader that these assumptions regarding future events, many of which are beyond our control, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect us. We disclaim any obligation to update any such factors or to publicly announce any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments, unless required to do so by a governmental authority or by applicable law.
NATURE OF ACTIVITIES
The Company, incorporated under theCanada Business Corporations Act, is in the business of acquiring and exploring mining properties. It has not yet determined whether its properties contain ore reserves that are economically recoverable. The recoverability of the amounts shown for mining properties is dependent upon the existence of economically recoverable ore reserves, the ability of the Company to obtain necessary financing to complete the exploration and development of its properties, and upon future profitable production or proceeds from the disposal of properties.
The Company specializes in searching for gold and base metal deposits in mostly unexplored territories of Quebec. Most of its activities take place in the central part of Quebec, particularly in the James Bay area, which comprises several Achaean greenstone belts known as being very favourable to the presence of economic gold and base metal deposits. This region differentiates from others by its accessibility and by the existence of explicit agreements governing the access to the territory. The Company is among the most active exploration companies in Quebec with a large portfolio of properties.
- 1 -
Table of Contents
EXPLORATION ACTIVITIES
Activities Summary
During the three-month period ended August 31, 2013, exploration costs rose to $2,699,000 compared to $4,559,000 for the corresponding period of the preceding year. During the six-month period ended August 31, 2013, exploration costs amounted to $4,620,000 compared to $9,408,000 for the same period of the preceding year.
In the recent quarter, the Company was active mainly on the Anatacau-Wabamisk, Ashuanipi and Coulon projects, on the James Bay Territory. Many short exploration programs were also carried on some other Company’s projects. The Baie Payne project, located on the Nunavik Territory, also underwent drilling work conducted by Anglo American Exploration (Canada) Ltd. (“AAEC”). Initially, this project was under a 50-50 partnership but as the Company elected not to participate in the summer 2013 campaign, its participation will be diluted accordingly.
ANATACAU-WABAMISK PROPERTY
Surface work aiming at prospecting, mechanical stripping and geological mapping was carried out in the summer of 2013 on the Anatacau-Wabamisk property, located in the Opinaca Reservoir area, Quebec Middle-North. The Anatacau-Wabamisk property is located 30 kilometres southwest of the Opinaca Reservoir, about 290 kilometres north of the town of Matagami, province of Quebec. The property consists of 1,211 designated claims totalling 63 684 hectares split on two adjoining portions: the Anatacau portion, with 207 claims constituting the southeastern portion of the property, and the Wabamisk portion, with 1,004 claims forming the main part of the property. The Company owns 100% of the Wabamisk portion (except for the applicable royalties on 69 claims of the former Lac H property) while the Anatacau portion is wholly owned by IAMGOLD Corporation (« IAMGOLD »). As per an agreement entered into in May 2007, the Company has the option of acquiring a 100% interest in the Anatacau part for a consideration consisting of a $25,000 payment that was made upon signing of the agreement and $3 million in exploration work to be carried out before December 31, 2015. Should the Company acquire a 100% interest in the property, IAMGOLD will retain on this portion a 2% NSR. The Company may buy back half (1%) of this royalty for $1.5 million.
Prospecting and mechanical stripping work conducted in the summer of 2013 focussed on the new portion of lines cut in the winter of 2013 in the west-northwest extension of the Wabamisk grid where a very interesting gold system was discovered by stripping in 2012 and confirmed by drilling in the winter of 2013. This vein network, characterized by the frequent presence of visible gold, is of plurikilometric extension and includes, among other things, the Mustang vein, which was traced at surface over 425 metres laterally, thus confirming the potential of the gold system to contain good-size veins. This network of auriferous quartz veins yielded up to 23.28 NC (11.14 C) g/t Au over 4.6 metres in channel and up to 22.65 g/t Au over 2.25 metres in drilling. Work carried out in the summer tested the lateral extension of this vein network as well as many other geological and geophysical targets on the vast Anatacau-Wabamisk property. Work led to the discovery of a few new gold showings on the grid cut in the winter of 2013. Most of these showings correspond to decametric quartz veins followed over a few metres to 10 metres or so laterally, within altered sedimentary rocks (wacke). Some of these veins sometimes contain visible gold. To-date assay results ranged from 1.49 to 24.4 g/t Au in grab samples and from 0.37 to 14.4 g/t Au over 1 metre in channels. The Company is encouraged by these preliminary results nonetheless confirming that the field of quartz veins discovered in 2012 indeed continues towards the west on the new cut grid. Several assay results are yet to come and mechanical stripping, structural mapping and channel sampling will continue in the coming fall, hoping to discover other veins similar to that of the Mustang vein.
During the recent quarter, the Company spent $690,000 ($1,257,000 for the six-month period ended August 31, 2013) on the Anatacau-Wabamisk property.
ASHUANIPI PROPERTY
Exploration work including eight holes totalling 1,248 metres as well as prospecting and mechanical stripping were carried out in August 2013 on the Ashuanipi project. This project is located in the James Bay region, province of Quebec, more specifically in the southern part of the Caniapiscau Reservoir, about 180 kilometres northwest of the town of Fermont. The property consists of 596 claims covering an area of 30,371.12 hectares. As per an agreement entered into during fiscal 2012, the Company transferred to AAEC a 50% interest in the 596 mining claims forming the property. To maintain its 50% interest in the property, AAEC must engage $5 million in exploration work over a five-year period. AAEC may, at its sole discretion, accelerate such funding. The Company is the operator.
- 2 -
Table of Contents
Drilling was concentrated on the main grid of the southern bloc of the Ashuanipi project. Five holes (AH-13-001 to 005) tested at shallow depth the extensions of the Falcon Nord and Falcon Sud showings while two other holes (AH-13-006 and 007) tested the extensions of the Eagle showing towards the south. Hole AH-13-008 tested a strong EM-Mag anomaly at the south end of the cut grid. Drillholes testing the area of the Falcon Nord and Falcon Sud showings all intersected a weakly altered tonalitic intrusive rock hosting a finely disseminated chalcopyrite mineralization (trace at < 1%) sometimes reaching up to 5% over a few metres thick. In the Eagle area, hole AH-13-006, drilled 250 metres south of the original showing, intersected a mineralized zone of 10 metres thick or so, comprised of 30-40% pyrrhotite, 2-5% pyrite and traces of chalcopyrite-sphalerite, in silicified mafic volcanics. Hole AH-13-007, located 600 metres further south, did not crosscut any interesting mineralization. Finally, hole AH-13-008 intersected several pyrrhotite veinlets in metric to plurimetric thicknesses in a sequence of little-altered, mafic to intermediary volcanics. These pyrrhotite zones explain very clearly the targeted EM-Mag anomaly. In addition to drilling, a program of prospecting and mechanical stripping was conducted on the northeastern grid also located on the south block. About fifteen trenches were excavated to test the extensions of known mineralized showings and the IP anomalies identified on this grid by the winter 2013 geophysical survey. Work led to the discovery of a very interesting alteration and mineralization system within a mafic to intermediary volcanic sequence. The metric to decametric alteration zones are characterized by the presence of silica, sillimanite, garnet, actinote, tremolite and biotite. They contain sulphide zones (mainly pyrrhotite and pyrite) generally disseminated over several metres in thickness, sometimes hosting metric, semi-massive sulphide zones. This alteration and mineralization system is exposed intermittently by trenching over a kilometre laterally and is associated with a kilometric IP anomaly.
Samples from drilling and stripping were sent to the laboratory only in early September and assay results are yet to come. The Company and its partner are awaiting all results before deciding what further steps to take on this project.
During the recent quarter, AAEC spent $711,000 ($931,000 for the six-month period ended August 31, 2013) on the Ashuanipi project.
COULON PROPERTY
In early summer 2013, the Company carried out surface outcrop lithogeochemical sampling on its 100%-owned Coulon project, which is located 15 kilometres north of the Fontanges Airport, in Quebec Middle-North. The property consists of 574 claims covering an area of 28,537.44 hectares. The main purpose of work was to better characterize the lithologies and the surface alteration to identify new areas of interest and facilitate a better geological modeling of the property. To do so, over 800 samples were collected during this program. Assay results are currently being processed and will be eventually integrated to the drillhole database. At first glance, three new alteration sectors were outlined on the property. The interpretation of all results will be completed in the coming fall and drilling should follow in the winter of 2014.
In the recent quarter, the Company spent $426,000 ($1,138,00 for the six-month period ended August 31, 2013) on the Coulon project.
BAIE PAYNE PROPERTY
AAEC carried out, in the summer of 2013, diamond drilling on the Baie Payne project, located nearby the village of Kangirsuk on the west shore of the Ungava Bay. The Baie Payne project is an equal partnership with AAEC who is the operator since January 2012. The Company elected not to participate in the 2013 summer campaign and consequently, its participation will be diluted. The property consists of 471 claims covering an area of 18,890.07 hectares.
The 7-hole drilling program (totalling 1,450 metres) targetted the Ni-Cu showings as well as some EM anomalies on the property. Six holes were drilled in the Qarqasiaq area and one in the Kyak sector. Overall, these holes intersected a few metric to decametric zones of disseminated sulphides within fertile ultramafic units with, at times, thin centimetric to sub-metric zones of massive sulphides. The true potential of these mineralized zones is not well defined as all assay results are yet to come.
In the recent quarter, AAEC spent $1,072,000 ($1,329,000 for the six-month period ended August 31, 2013) on the Baie Payne project.
- 3 -
Table of Contents
OTHER ACTIVE PROJECTS
In addition to all of the above-mentioned projects, the Company was also active, to a lesser extent, on many other of its properties in James Bay, in particular on the La Grande Est, Poste Lemoyne Extension, Lac Ménarik and Éléonore Régional projects where surface work (prospecting, geochemical survey and mechanical stripping) was carried out. A few new mineralized showings were discovered on these properties but a compilation of all summer results will be necessary to evaluate the true value of these discoveries.
PARTNERSHIPS
During the recent quarter, the Company announced the conclusion of a strategic alliance with Altius Minerals Corporation (“Altius”) pursuant to which the Company and Altius will jointly explore geological contexts favourable to different types of mineralization in the Labrador Trough. A total budget of approximately $600,000 has been allocated to the 2013-2014 campaign. The Company is the operator of the project.
On July 4, 2013, Wemindji Exploration Inc. terminated its strategic alliance with the Company to explore a territory covering an area of more than 5,000 square kilometres in Quebec Middle-North.
On July 11, 2013, IAMGOLD put an end to the agreement pursuant to which the Company conferred IAMGOLD the option of acquiring a 50% interest in the Lac Pau property.
SELECTED FINANCIAL INFORMATION
| | | | |
| Three-Month Periods Ended | Six-Month Periods Ended |
| August 31, 2013 $ | August 31, 2012 $ | August 31, 2013 $ | August 31, 2012 $ |
Expenses | 1,042,000 | 1,698,000 | 3,738,000 | 2,716,000 |
Other income | 253,000 | 438,000 | 749,000 | 1,053,000 |
Net loss | (29,000) | (668,000) | (1,432,000) | (393,000) |
Basic and diluted net loss per share | (0.001) | (0.021) | (0.044) | (0.012) |
RESULTS OF OPERATIONS
COMPARISON BETWEEN THE THREE-MONTH AND SIX-MONTH PERIODS ENDED AUGUST 31, 2013 AND 2012
Expenses
For the three-month and six-month periods ended August 31, 2013, expenses totalled $1,042,000 and $3,738,000, respectively, a decrease of $656,000 and an increase of $1,022,000, respectively, compared to the corresponding periods of last year. Variations are detailed below.
For the three-month and six-month periods ended August 31, 2013, salaries totalled $199,000 and $514,000, respectively, representing decreases of $29,000 and $7,000, respectively, compared to the corresponding periods of last year. These variations are due mainly to a reduction in the Company’s staff, partially offset by the annual increase in salaries and by the implementation of a group insurance.
For the current period, professional and maintenance fees totalled $106,000, an increase of $30,000 compared to the corresponding period of last year, and for the six-month period ended August 31, 2013, they totalled $251,000, an increase of $103,000 compared to the corresponding period of the previous year. The increases result mainly from tax consultation services.
- 4 -
Table of Contents
General administrative expenses totalled $139,000 for the current period compared to $88,000 for the same period of the preceding year, an increase of $51,000 that results mainly from increases in donations, office rental and sustainable development fees. For the six-month period ended August 31, 2013, general administrative expenses amounted to $376,000 compared to $347,000 for the corresponding period of the preceding year, an increase of $29,000 that results mainly from increases in sustainable development, tuition and office rental fees, offset by an interest expense related to a notice of assessment from Revenu Québec posted last year.
There was no stock-based compensation for the three-month and six-month periods ended August 31, 2013, compared to $829,000 for the corresponding periods of the preceding year. No grant of stock options was accounted for in the current year as the Company awaits shareholders’ approval, at the next general meeting, of all unallocated options issuable under the plan for three years starting June 29, 2013.
General exploration costs increased by $162,000 for the three-month period ended August 31, 2013, compared to the same period of last year. The Company assigned a higher budget to prospecting of new exploration targets on the James Bay Territory and in Labrador. For the six-month period ended August 31, 2013, expenses amounted to $609,000 compared to $562,000 for the corresponding period of the preceding year. The increase was offset by refundable tax credits for resources denied by Revenu Québec for the years 2008 to 2011, posted last year.
For the three-month and six-month periods ended August 31, 2013, write-offs of mining properties totalled $154,000 and $1,937,000, respectively. In the current period, the Company proceeded with partial write-offs of $80,000 and $69,000 on the Corvet Est and FCI properties, respectively. In the six-month period ended August 31, 2013, the Company proceeded with the following partial write-offs: Coulon ($1,150,000), Wabamisk ($400,000) and Sarcelle ($180,000). The partial write-off of the Coulon property was done on the relatively unexplored part of the property that is considered to have low discovery potential.
Other Income
For the three-month period ended August 31, 2013, other income totalled $253,000 compared to $438,000 for the corresponding period of the preceding year, a decrease of $185,000. For the six-month period ended August 31, 2013, other income totalled $749,000 compared to $1,053,000 for the same period of the preceding year, a decrease of $304,000. Variations are detailed below.
For the current period, dividends and interest totalled $256,000, a decrease of $50,000 compared to the same period of the preceding year. For the six-month period ended August 31, 2013, dividends and interest totalled $524,000, a decrease of $57,000 compared to the same period of the preceding year. The decreases are mainly due to a lower level of bonds held by the Company and to a lower interest rate on these bonds.
Fees invoiced to partners during the current quarter totalled $90,000, a decrease of $31,000 from the corresponding period of the preceding year. During the current quarter, the Company received fees mainly from AAEC on the Ashuanipi project. Last year, the Company also received fees from IAMGOLD on the Lac Pau project. For the six-month period ended August 31, 2013, fees invoiced to partners totalled $151,000 compared to $346,000 for the same period of last year. The decrease is due mainly to important exploration work carried out with KGHM (Lac Gayot) during the first quarter of last year.
During the current period, the Company did not recognize any gain on sale of available-for-sale investments compared to $16,000 for the preceding comparative period. For the six-month period ended August 31, 2013, the Company recognized a gain of $154,000 compared to $141,000 for the same period of the preceding year. These gains result mainly from the sale of bonds.
For the three-month and six-month periods ended August 31, 2013, the Company posted gains on investments held for trading of $249,000 and $263,000, respectively, compared to nil for the same periods of last year. These gains are due to the fair value revaluation of the warrants held by the Company.
In the current period, the Company recognized an impairment loss of $342,000 on an investment in a public company. The Company concluded that the decline in value of the stock price of this investment was permanent due to the cut in the quarterly dividends.
- 5 -
Table of Contents
Deferred Tax Recovery
For the three-month period ended August 31, 2013, the Company recognized a $760,000 deferred tax recovery compared to $592,000 for the same quarter of the preceding year. For the six-month period ended August 31, 2013, the Company recognized a $1,558,000 deferred tax recovery compared to $1,270,000 for the same quarter of the preceding year. The variations are due mainly to a less important increase in deferred tax liabilities offset by a decrease in the favourable tax impact on flow-through shares.
Net Loss
In light of the above, the Company posted a net loss of $29,000 for the three-month period ended August 31, 2013, compared to $668,000 for the same period of the preceding year.
For the six-month period ended August 31, 2013, the Company posted a net loss of $1,432,000 compared to $393,000 for the same period of the preceding year.
SELECTED FINANCIAL INFORMATION
| | |
| Balance sheets as at |
| August 31, | February 28, |
| 2013 | 2013 |
| $ | $ |
Working capital | 40,473,000 | 39,720,000 |
Mining properties | 61,253,000 | 58,857,000 |
Total assets | 107,041,000 | 104,814,000 |
Shareholders’ equity | 94,462,000 | 91,892,000 |
Since its incorporation, the Company has not paid any cash dividends on its outstanding common shares. Any future dividend payments will depend on the Company’s financial needs to fund its exploration programs and its future financial growth, and any other factor that the board deems necessary to consider in the circumstances. It is highly unlikely that dividends will be paid in the near future.
LIQUIDITY AND FINANCING
As at August 31, 2013, cash amounted to $1,151,000 compared to $4,057,000 as at February 28, 2013, while the Company’s working capital totalled $40,473,000, representing an increase of $753,000 compared to the working capital recorded as at February 28, 2013. The variation is due mainly by a flow-through private placement completed in March 2013, offset by the exploration expenses incurred in the current year.
From management’s point of view, the working capital as at August 31, 2013, will cover current expenditures and exploration fees in the coming year. However, the Company may, from time to time, when market and financing conditions are favourable, proceed with fundraising to fund exploration of its most important mining projects.
Operating Activities
For the current period, cash flows used in operating activities totalled $1,689,000, a decrease of $1,850,000 compared to the same period of the preceding year. For the six-month period ended August 31, 2013, cash flows used in operating activities totalled $2,095,000 compared to $2,619,000 for the same period of the preceding year. These variations result mainly from changes in accounts payable and receivable related to partners.
Financing Activities
Cash flows provided from financing activities for the quarter ended August 31, 2013, amounted to $390,000 compared to $3,534,000 for the same period of the preceding year. The variation is mainly attributable to a private placement of $2,945,000 completed on June 1, 2012.
- 6 -
Table of Contents
For the six-month period ended August 31, 2013, cash flows provided from financing activities totalled $6,000,000 compared to $3,723,000 for the same period of the preceding year. On March 20, 2013, the Company completed a private placement of 331,800 flow-through common shares at a price of $18.10 per share for gross proceeds of $6,006,000.
Investing Activities
For the three-month ended August 31, 2013, cash flows used in investing activities totalled $3,558,000 compared to $4,358,000 for the same period of the preceding year. For the six-month period ended August 31, 2013, cash flows used in investing activities totalled $6,811,000 compared to $8,013,000 for the same period of the preceding year.
The Company’s investing activities consist mainly of acquisition of mining properties, capitalization of exploration costs as well as buying and selling of short-term investments.
For the current quarter, the variation in short-term investments decreased liquidities by $1,757,000 compared to $1,073,000 for the same period of the preceding year. The variation is attributable mainly to the transfer to short-term investments of an amount of cash.
For the six-month period ended August 31, 2013, the variation in short-term investments decreased liquidities by $1,457,000 compared to an increase of $179,000 for the same period of the preceding year. The variation is attributable mainly to a $723,000 private placement in TerraX Minerals Inc. and to a transfer to short-term investments of an amount of cash.
For the current quarter, the acquisition of mining properties and the capitalization of exploration costs required disbursements of $1,828,000 compared to $4,375,000 for the same period of the preceding year. For the six-month period ended August 31, 2013, disbursements totalled $5,348,000 compared to $10,105,000 for the same period of the preceding year. The decreases result mainly from more important exploration work carried out during last year, particularly on the Coulon property.
QUARTERLY INFORMATION
The information presented thereafter details the total expenses, other income, net earnings (net loss) and the net earnings (net loss) per common share for the last eight quarters.
| | | | | |
Period | | | Net Earnings | Net Earnings (Net Loss) per Share |
Ended | Expenses | Other Income | (Net Loss) | Basic | Diluted |
| $ | $ | $ |
|
|
08-31-2013 | 1,042,000 | 253,000 | (29,000) | (0.001) | (0.001) |
05-31-2013 | 2,696,000 | 496,000 | (1,403,000) | (0.043) | (0.043) |
02-28-2013 | 2,554,000 | 157,000 | (1,662,000) | (0.052) | (0.052) |
11-30-2012 | 1,656,000 | 374,000 | (847,000) | (0.026) | (0.026) |
08-31-2012 | 1,698,000 | 438,000 | (668,000) | (0.021) | (0.021) |
05-31-2012 | 1,018,000 | 615,000 | 275,000 | 0.009 | 0.008 |
02-29-2012 | 1,730,000 | 384,000 | (645,000) | (0.021) | (0.021) |
11-30-2011 | 1,210,000 | 322,000 | (357,000) | (0.011) | (0.011) |
ANALYSIS OF QUARTERLY RESULTS
As the Company’s business is in the mining exploration field, it receives no earnings from operations. Quarterly changes in other income have no specific trend except for interest and dividend income that go along with the working capital value and the change in the bond market interest rates. Gains on sale of investments or mining properties may vary considerably from one quarter to another. Fees invoiced to partners vary according to agreements and budgets in connection with these agreements. There is no trend to be observed.
- 7 -
Table of Contents
CONTRACTUAL OBLIGATIONS
There was no material change in the Company’s contractual obligations.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has no off-balance sheet arrangements.
RELATED PARTY TRANSACTIONS
During the three-month period ended August 31, 2013, general administrative expenses required disbursements of $20,000 compared to $29,000 for the same period of the preceding year. Since the beginning of the current year, disbursements totalled $49,000 compared to $58,000 for the same period of the preceding year. These amounts have been paid to companies owned by a director.
These transactions are conducted in the normal course of operations.
CARRYING VALUE OF MINING PROPERTIES
At the end of each quarter, exploration work is reviewed to evaluate the potential of each mining property. Following this analysis, write-offs are recorded when required.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Please refer to the appropriate section of the financial statements included in our 2013 Annual Report for a complete description of our accounting policies. There have been no significant changes in the Company accounting policies and estimates since February 28, 2013, except for the changes in accounting policies listed below.
CHANGES IN ACCOUNTING POLICIES
The Company has adopted the following new and revised standards, along with any consequential amendments, effective March 1, 2013. These changes were made in accordance with the applicable transitional provisions.
IAS 1 –Presentation of Financial Statements (“IAS 1”)
The Company has adopted the amendments to IAS 1 effective March 1, 2013. These amendments required the Company to group other comprehensive loss items based on whether or not they may be reclassified to net earnings in the future. These changes did not result in any adjustments to other comprehensive income (loss) or comprehensive income (loss).
IFRS 10 –Consolidated Financial Statements (“IFRS 10”)
IFRS 10 replaces the guidance on control and consolidation in IAS 27,Consolidated and Separate Financial Statements,and SIC-12, Consolidation – Special Purpose Entities. IFRS 10 requires consolidation of an investee only if the investor possesses power over the investee, has exposure to variable returns from its involvement with the investee and has the ability to use its power over the investee to affect its returns. Detailed guidance is provided on applying the definition of control. The accounting requirements for consolidation have remained largely consistent with IAS 27. The adoption of IFRS 10 did not affect the Company’s financial statements.
IFRS 11 –Joint Arrangements (“IFRS 11”)
IFRS 11 supersedes IAS 31,Interests in Joint Ventures, and requires joint arrangements to be classified either as joint operations or joint ventures depending on the contractual rights and obligations of each investor that jointly controls the arrangement. For joint operations, a company recognizes its share of assets, liabilities, revenues and expenses of the joint operation. An investment in a joint venture is accounted for using the equity method as set out in IAS 28,Investments in Associates and Joint Ventures (“IAS 28”). We conducted a review of our working interests and determined that the adoption of IFRS 11 did not result in any change in the accounting treatment of these working interests.
- 8 -
Table of Contents
IFRS 12 –Disclosure of Interests in Other Entities (“IFRS 12”)
IFRS 12 establishes disclosure requirements for interests in other entities, such as subsidiaries, joint arrangements, associates, and unconsolidated structured entities. The standard carries forward existing disclosures and also introduces significant additional disclosures that address the nature of, and risks associated with, an entity’s interests in other entities. The standard includes disclosure requirements for entities covered under IFRS 10 and IFRS 11. The adoption of IFRS 12 did not affect the Company’s financial statements.
IFRS 13 –Fair Value Measurement (“IFRS 13”)
IFRS 13 provides a single framework for measuring fair value. The measurement of the fair value of an asset or liability is based on assumptions that market participants would use when pricing the asset or liability under current market conditions, including assumptions about risk. The Company adopted IFRS 13 on March 1, 2013 on a prospective basis. The adoption of IFRS 13 did not require any adjustments to the valuation techniques used by the Company to measure fair value and did not result in any measurement adjustments as at March 1, 2013.
FUTURE ACCOUNTING CHANGES
There have been no changes in future accounting changes as described in the Company’s 2013 annual Management’s Discussion and Analysis, except for the ones adopted and described in the preceding section “Changes in Accounting Policies”.
DISCLOSURE OF OUTSTANDING SHARE DATA
The Company is authorized to issue an unlimited number of common shares, without par value. As at October 10, 2013, a total of 32,979,933 shares were outstanding.
The Company maintains a stock option plan under which stock options may be granted up to a maximum of 10% of the number of shares outstanding. As at October 10, 2013, a total of 2,069,750 stock options were outstanding. The expiry dates vary from April 6, 2016 to January 15, 2023. There was a grant of 168,250 stock options on July 29, 2013, but they are not included in the number of stock options outstanding as they cannot be exercised prior to the next shareholders annual meeting further to the refusal by the Toronto Stock Exchange to recognize the approval by the shareholders of the Corporation, at the annual meeting of June 26, 2013, of all unallocated stock options granted under the stock option plan of the Corporation.
INTERNAL CONTROL OVER FINANCIAL REPORTING
Internal control over financial reporting (“ICFR”) is designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and its compliance with IFRS in its financial statements. The Company’s Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining disclosure controls over financial reporting to the issuers. They established the internal control over financial reporting or had it established under their supervision in order to obtain reasonable assurance about the reliability of the financial reporting and to make sure that the financial statements were being prepared in accordance with IFRS.
The Chief Executive Officer and the Chief Financial Officer have evaluated whether there were changes to ICFR during the quarter ended August 31, 2013, that have materially affected, or that are reasonably likely to materially affect ICFR. No such changes were identified through their evaluation.
RISK FACTORS AND UNCERTAINTIES
There have been no significant changes in the risk factors and uncertainties the Company is facing, as described in the Company’s annual Management's Discussion and Analysis as at February 28, 2013.
- 9 -
Table of Contents
ADDITIONAL INFORMATION AND CONTINUOUS DISCLOSURE
This Management’s Discussion and Analysis has been prepared as at October 10, 2013, date of the approval by the Board of Directors. Additional information on the Company is available through regular filings of press releases, reports on significant changes, financial statements, circulars and its annual information form on SEDAR (www.sedar.com).
| | |
(s) André Gaumond | | (s) Robin Villeneuve |
President and CEO | | Chief Financial Officer |
- 10 -
Table of Contents