Consolidated Financial Statements of
CALAIS RESOURCES INC.
Years ended May 31, 2003 and 2002
1
AUDITORS’ REPORT
To the Shareholders of Calais Resources Inc.
We have audited the consolidated balance sheet of Calais Resources Inc. as at May 31, 2003 and 2002 and the consolidated statements of operations and deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at May 31, 2003 and 2002 and the results of its operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles. As required by the Company Act (British Columbia), we report that, in our opinion, these principles have been applied, after giving retroactive effect to the adjustments explained in Note 3 to the financial statements, on a basis consistent with that of the preceding year.
“signed KPMG LLP”
Chartered Accountants
Chilliwack, British Columbia
October 9, 2003
2
CALAIS RESOURCES INC.
May 31, 2003 and 2002
2003 | 2002 | ||||||||
(Restated – Note 3) | |||||||||
Assets | |||||||||
Current assets: | |||||||||
Restricted cash (Note 7) | $ | — | $ | 67,415 | |||||
Inventories | 283,301 | 283,301 | |||||||
Prepaid expenses and deposits | — | 7,612 | |||||||
283,301 | 358,328 | ||||||||
Capital assets (Note 4) | 94,846 | 126,216 | |||||||
Mineral properties (Note 5) | 13,206,552 | 12,709,871 | |||||||
$ | 13,584,699 | $ | 13,194,415 | ||||||
Liabilities and Shareholders’ Equity | |||||||||
Current liabilities: | |||||||||
Bank overdraft | $ | 7,586 | $ | 9,399 | |||||
Accounts payable and accrued liabilities | 974,816 | 659,154 | |||||||
Note payable (Note 6) | 95,795 | — | |||||||
Bank loan (Note 7) | 1,642,200 | 1,832,616 | |||||||
2,720,397 | 2,501,169 | ||||||||
Long-term debt (Note 8) | 4,624,916 | 4,573,136 | |||||||
Advances from shareholders, without interest or fixed terms of repayment; unsecured | 697,573 | 546,138 | |||||||
Shareholders’ equity: | |||||||||
Share capital (Note 9) | 23,457,480 | 22,897,780 | |||||||
Deficit | (17,915,667 | ) | (17,323,808 | ) | |||||
5,541,813 | 5,573,972 | ||||||||
Future operations (Note 1) | |||||||||
Contingency (Note 12) | |||||||||
Commitments (Note 15) | |||||||||
Subsequent events (Note 16) | |||||||||
$ | 13,584,699 | $ | 13,194,415 | ||||||
On behalf of the Board: | ||||
“T. Hendricks” | Director | |||
“A. Daher” | Director |
See accompanying notes to consolidated financial statements.
3
CALAIS RESOURCES INC.
Years ended May 31, 3 and 2002
2003 | 2002 | ||||||||
(Restated – Note 3) | |||||||||
Revenues | $ | — | $ | — | |||||
Expenses: | |||||||||
Advertising | 3,846 | 1,947 | |||||||
Amortization | 5,433 | 7,043 | |||||||
Consulting fees | 44,789 | 91,500 | |||||||
Filing fees, licenses, permits | 1,044 | 2,586 | |||||||
Foreign exchange loss (gain) | (249,440 | ) | 4,699 | ||||||
Insurance | 451 | 2,591 | |||||||
Interest and bank charges | 624,073 | 318,553 | |||||||
Office and general | 18,314 | 8,889 | |||||||
Professional fees | 99,681 | 128,478 | |||||||
Rent | 13,503 | 19,800 | |||||||
Telephone | 12,750 | 13,997 | |||||||
Transfer agent fees | 3,939 | 2,521 | |||||||
Travel | 2,649 | 2,001 | |||||||
Utilities | 12,360 | 10,820 | |||||||
593,392 | 615,425 | ||||||||
Loss before the undernoted | (593,392 | ) | (615,425 | ) | |||||
Other income: | |||||||||
Gain on sale of capital assets | — | 7,142 | |||||||
Interest income | 600 | 3,092 | |||||||
Rental income | 933 | 2,978 | |||||||
1,533 | 13,212 | ||||||||
Loss for the year | (591,859 | ) | (602,213 | ) | |||||
Deficit, beginning of year (Note 3) | (17,323,808 | ) | (16,721,595 | ) | |||||
Deficit, end of year | $ | (17,915,667 | ) | $ | (17,323,808 | ) | |||
Net loss per common share, basic and diluted | $ | (0.05 | ) | $ | (0.06 | ) | |||
Weighted average common shares outstanding, basic and diluted | 10,962,795 | 10,334,635 | |||||||
See accompanying notes to consolidated financial statements.
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CALAIS RESOURCES INC.
Years ended May 31, 2003 and 2002
2003 | 2002 | ||||||||||
(Restated – Note 3) | |||||||||||
Cash provided by (used in): | |||||||||||
Operations: | |||||||||||
Loss for the year | $ | (591,859 | ) | $ | (602,213 | ) | |||||
Items not involving cash: | |||||||||||
Accretion expense | 51,780 | 51,204 | |||||||||
Amortization | 5,433 | 7,043 | |||||||||
Shares issued for services | 143,234 | 141,300 | |||||||||
Warrants issued for services | 205,645 | — | |||||||||
Gain on sale of capital assets | — | (7,142 | ) | ||||||||
Loss on settlement of accounts payable and accrued liabilities with issuance of shares | 1,911 | — | |||||||||
Foreign exchange loss (gain) | (249,440 | ) | 4,699 | ||||||||
Change in non-cash operating working capital: | |||||||||||
Restricted cash | 67,415 | (67,415 | ) | ||||||||
Other receivables | — | 818 | |||||||||
Prepaid expenses and deposits | 7,612 | — | |||||||||
Accounts payable and accrued liabilities | 307,499 | (190,411 | ) | ||||||||
Note payable | 95,795 | — | |||||||||
45,025 | (662,117 | ) | |||||||||
Financing: | |||||||||||
Bank loan | — | 1,832,616 | |||||||||
Advances from (to) shareholders | 129,184 | (274,755 | ) | ||||||||
Long term debt | — | (623,575 | ) | ||||||||
Issue of capital stock | 90,021 | — | |||||||||
219,205 | 934,286 | ||||||||||
Investments: | |||||||||||
Mineral properties | (262,030 | ) | (289,106 | ) | |||||||
Proceeds from disposal of capital assets | — | 7,412 | |||||||||
Net additions to capital assets | (387 | ) | (506 | ) | |||||||
(262,417 | ) | (282,200 | ) | ||||||||
Increase (decrease) in cash | 1,813 | (10,031 | ) | ||||||||
Cash (bank overdraft), beginning of year | (9,399 | ) | 632 | ||||||||
Bank overdraft, end of year | $ | (7,586 | ) | $ | (9,399 | ) | |||||
Supplementary cash flow information: | |||||||||||
Interest paid | $ | 107,790 | $ | 195,877 | |||||||
Income taxes paid | $ | — | $ | — | |||||||
Interest received | $ | 600 | $ | 3,092 | |||||||
Non cash transactions: | |||||||||||
Shares issued to settle accounts payable and accrued liabilities | $ | 38,800 | $ | — | |||||||
Shares issued for mineral property development | $ | 82,000 | $ | 30,000 | |||||||
Amortization capitalized to mineral properties | $ | 26,324 | $ | 36,645 | |||||||
Accrued costs capitalized to mineral properties | $ | 126,327 | $ | 28,418 | |||||||
Shares issued for repayment of shareholder advances | $ | — | $ | 75,000 | |||||||
Advances receivable allocated to mineral properties | $ | — | $ | 122,806 |
See accompanying notes to consolidated financial statements.
5
CALAIS RESOURCES INC.
Notes to Consolidated Financial Statements
Years ended May 31, 2003 and 2002
1 | General and future operations: | |
Calais Resources Inc. (the “Company”) was incorporated under the laws of the Province of British Columbia on December 30, 1986. The Company is currently in the process of exploring and developing various mineral properties to determine whether these properties contain ore reserves that are economically recoverable. The recoverability of the amounts shown for the mineral properties and related deferred costs is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete their development and upon future profitable production. | ||
These consolidated financial statements have been prepared on a going concern basis in accordance with Canadian generally accepted accounting principles. The going concern basis of presentation assumes that the Company will continue in operation for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business. There is doubt about the appropriateness of the use of the going concern assumption because the Company experienced losses in 2003 and 2002 and has experienced negative cash flow from operations over a number of years. In addition, the Company was in default on its US $1,200,000 bank loan as of May 31, 2003. (See Notes 7 and 16) | ||
Subsequent to the year end, the Company acquired US $4,500,000 in financing to repay the bank loan, trade creditors and provide operating funds (as described in Note 16). The Company is actively pursuing various additional options with potential lenders and investors which, if accepted, will in management’s view, enable the Company to achieve its business plans. No agreements with potential lenders or investors have been reached yet and there can be no assurance that such agreements will be reached. | ||
The ability of the Company to continue as a going concern and to realize the carrying value of its assets and discharge its liabilities when due is dependent on the successful completion of the actions taken or planned, some of which are described above, which management believes will mitigate the adverse conditions and events which raise doubt about the validity of the “going concern” assumption used in preparing these financial statements. As is common with companies with negative cash flows and losses, there is no certainty that these and other strategies will be sufficient to permit the Company to continue beyond May 31, 2004. | ||
The financial statements do not reflect adjustments that would be necessary if the “going concern” assumption were not appropriate. If the “going concern” basis was not appropriate for these financial statements, then adjustments would be necessary in the carrying value of assets and liabilities, the reported revenues and expenses, and the balance sheet classifications used. | ||
2 | Significant accounting policies: | |
(a) | Basis of consolidation: | |
These financial statements include the accounts of the Company and its wholly-owned subsidiaries, Calais International Inc., Calais Resources Nevada Inc., and Calais Resources Colorado Inc. All material inter-company transactions and balances have been eliminated. |
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(b) | Use of estimates: | |
The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates. | ||
(c) | Cash equivalents: | |
Cash equivalents consist of short-term deposits with maturity of ninety days or less. | ||
(d) | Financial instruments: | |
The Company’s financial instruments consist of cash, accounts receivable, accounts payable, note payable, bank loans, long-term debt and advances from shareholders. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair values of these financial instruments approximate their carrying values, unless otherwise noted. | ||
(e) | Inventories: | |
Inventories consist of mining equipment held for resale. Inventories are recorded at the lower of cost or net realizable value. | ||
(f) | Mineral properties: | |
The Company is engaged in the acquisition, exploration and development of mineral properties. All acquisition, exploration and related direct overhead expenditures are deferred and will be depleted over the estimated life of the property. The estimated life of a property depends on whether the property contains economically recoverable reserves that can be brought into production. The costs relating to a property abandoned are written off when the decision to abandon is made. | ||
The total amount recorded for mineral properties and deferred exploration expenditures represents costs incurred to date and does not reflect present or future values. | ||
Proceeds from disposition of mineral properties are normally credited to the capitalized costs with no gain or loss being recognized unless the sale is significant to the capitalized property costs. For such significant dispositions, a gain or loss would be recognized. | ||
(g) | Capital assets and amortization: | |
Capital assets are recorded at cost and are amortized over the estimated useful life on the declining balance method at rates of 20% to 30% per annum. Amortization related to exploration and mining equipment is capitalized as a mineral property cost. | ||
(h) | Foreign currency: | |
Monetary items denominated in foreign currency are translated to Canadian dollars at exchange rates in effect at the balance sheet date and non-monetary items are translated at rates of exchange in effect when the assets were acquired or obligations incurred. Revenues and expenses are translated at rates in effect at the time of the transactions. Foreign exchange gains and losses are included in income. |
7
(i) | Income taxes: | |
The Company follows the asset and liability method of accounting for income taxes. Under this method, current taxes are recognized for the estimated income taxes payable for the current period. Future income taxes are provided based on the estimated future tax effects of temporary differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as the benefit of losses available to be carried forward to future years for tax purposes. Future tax assets and liabilities are measured using enacted or substantively enacted tax rates that are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment or substantive enactment date. A valuation allowance is recorded for future tax assets when it is not more likely than not that such future tax assets will be realized. | ||
(j) | Net loss per share: | |
Basic net loss per share is computed using the weighted average number of common shares outstanding during the year. Diluted loss per share is computed using the weighted average number of common shares and potentially dilutive common shares outstanding during the year. As the Company has a net loss in the years ending May 31, 2003 and 2002, basic and diluted net loss per share are the same. | ||
(k) | Stock based compensation: | |
The Company has stock based compensation plans. No compensation expense is recognized for these plans when stock or stock options are issued to employees. Consideration paid by employees on the exercise of stock options is credited to common shares. For consideration paid to an employee for the repurchase of stock options, the excess of the consideration paid over the carrying amount of the stock option cancelled is charged to retained earnings. | ||
3 | Prior period adjustments: | |
During the year, it was determined that the following had not been recorded in previously issued financial statements: | ||
(a) | Beneficial conversion option related to the convertible debentures as described in Note 8. | |
(b) | Payable to a director for services related to the companies mineral properties. | |
(c) | Costs related to a previously abandoned mineral property. | |
Accordingly, the prior year’s figures have been retroactively restated. | ||
The impact on previously reported amounts is as follows: |
2002 | 2002 | |||||||||||
previously | as | |||||||||||
reported | Adjustment | restated | ||||||||||
Mineral properties | $ | 12,681,453 | $ | 28,418 | $ | 12,709,871 | ||||||
Accounts payable and accrued liabilities | $ | 595,238 | $ | 63,916 | $ | 659,154 | ||||||
Long-term debt | $ | 5,097,105 | $ | (523,969 | ) | $ | 4,573,136 | |||||
Share capital | $ | 22,322,607 | $ | 575,173 | $ | 22,897,780 | ||||||
Deficit, end of year | $ | (17,237,106 | ) | $ | (86,702 | ) | $ | (17,323,808 | ) | |||
Interest and bank charges | $ | 267,349 | $ | 51,204 | $ | 318,553 | ||||||
Loss for year | $ | 551,009 | $ | 51,204 | $ | 602,213 | ||||||
Net loss per common share, basic and diluted | $ | (0.05 | ) | $ | (0.06 | ) |
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4 | Capital assets: |
2003 | 2002 | ||||||||
Cost | |||||||||
Land | $ | 8,215 | $ | 8,215 | |||||
Furniture | 10,947 | 10,947 | |||||||
Computer equipment | 37,494 | 37,494 | |||||||
Automotive equipment | 57,331 | 57,331 | �� | ||||||
Exploration/mining equipment | 498,988 | 498,988 | |||||||
Software | 6,647 | 6,260 | |||||||
619,622 | 619,235 | ||||||||
Accumulated depreciation | |||||||||
Furniture | 7,783 | 7,065 | |||||||
Computer equipment | 32,378 | 30,502 | |||||||
Automotive equipment | 50,172 | 47,506 | |||||||
Exploration/mining equipment | 428,149 | 401,825 | |||||||
Software | 6,294 | 6,121 | |||||||
524,776 | 493,019 | ||||||||
Net book value | $ | 94,846 | $ | 126,216 | |||||
Amortization of $26,324 (2002 - $36,645) related to exploration equipment was capitalized to mineral properties during the year. | ||
5 | Mineral properties: |
2003 | 2002 | |||||||
(Note 3) | ||||||||
Nevada U.S.A. | $ | 3,449,004 | $ | 3,297,789 | ||||
Colorado, U.S.A. | 9,466,230 | 9,268,024 | ||||||
Panama, Central America | 291,318 | 144,058 | ||||||
$ | 13,206,552 | $ | 12,709,871 | |||||
Title to mining properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristics of many mining properties. The Company has investigated title to all of its mineral properties and, to the best of its knowledge, title to all of its properties are in good standing. The majority of the properties in which the Company has committed to earn an interest are located outside Canada. The Company is therefore relying on title opinions by legal counsel who are basing such opinions on the laws of the respective country. | ||
(a) | Nevada, U.S.A.: | |
In December 1994, the Company acquired a 51% interest in certain patented and unpatented claims located in Nevada from a company controlled by directors for $1,176,000 US plus a 5% net smelter royalty. The Company can also acquire a 100% interest in a further 89 claims in this property under this agreement. |
9
The Company entered into an agreement and settlement dated September 7, 2000 with Nevada Manhattan Mining Incorporated to settle and purchase Nevada Manhattan Mining Incorporated’s 24.5% interest in the property. The Company agreed to make four annual payments of US $75,000 each for a total of US $300,000. During the term of the agreement the Company has agreed to pay Nevada Manhattan Mining Incorporated a 2% net smelter return royalty. The Company can purchase the entire Nevada Manhattan Mining Incorporated interest and royalty at any time over a thirty-year period for US $7,500,000, which would include production royalties. The Company also holds a 100% interest in 42 unpatented claims in the Manhattan Mining district by staking. | ||
(b) | Colorado, U.S.A. | |
Included in the Colorado properties is a 100% working interest in the Consolidated Caribou-Cross-Comstock-Panadora district mine area which the Company acquired in 1997 for US $4,000,000 in stock, cash and final property payments. After acquisition of 100% working interest the seller retains a 2% net smelter royalty interest in the property. The Company has the right to buy back half of the net smelter royalty (1%) for US $750,000. The seller has not sold any of the issued shares for this acquisition through May 31, 2002. During 2000, the Company acquired 100% ownership of 10 patented claims that are continuations of the historic Boulder County and Cardinal vein systems. The Colorado properties contain a well-documented mineral resource of 424,500 ounces of gold and 11,725,000 ounces of silver. | ||
(c) | Panama, Central America: | |
The Company owns hard rock mining concessions to 61,000 acres (24,686 hectares) in the eastern Veraguas District of Panama in Central America in 2001. The acquisition was made through a five-year agreement with Panama Mining of Golden Cycle Incorporated, the seller. The Company issued 100,000 shares of stock to the seller. The Company is obligated to pay the seller a 2% net smelter return on any hard rock mineral production. The Company can purchase the concessions from the seller at any time up to August 31, 2004 for US $2,500,000 (the “early purchase”). Upon completion of the early purchase the 2% net smelter return is reduced to 0.5%. The Company is obligated to pay the annual taxes and holding fees. | ||
The Company is also obligated to pay the seller a 6% gross royalty (“GSR”) on all placer gold mining production to a maximum GSR fee of US $5,000,000. Upon the total payment under the GSR reaching US $5,000,000, the GSR percentage is reduced to 1% for the balance of the life of placer production. The Company acquired additional hard rock mining concessions of 13,590 acres (5,500 hectares) in the above-mentioned location in 2003. The acquisition was made through a new ten-year agreement with the seller, which replaces or amends the above-mentioned five-year agreement. Under this new agreement, the Company issued an additional 100,000 shares of stock, paid US $10,000 in cash and assumed US $15,750 of payables from the seller. The Company is also required to spend US $500,000 on exploration by February 28, 2004, under the terms of this new agreement. | ||
6 | Note payable: | |
Note payable, to a director for US $70,000 (2002 - $nil) plus interest at 12% per annum due May 22, 2003; secured by inventories, convertible to 116,667 shares at US $0.60 per share. As consideration for note, the director was also provided with 82,500 stock options with an exercise price of $1.26. | ||
Subsequent to May 31, 2003, the note was repaid in full. |
10
7 | Bank loan: | |
Loan payable with interest only payments at 10.5% per annum. Principal of US $1,200,000 due in full on December 16, 2002; secured by deed of trust over mineral properties. At May 31, 2003 the Company was in default with respect to this loan and, as a result, the interest rate on the loan was increased to 24% per annum. | ||
Subsequent to May 31, 2003, the Company reached an agreement with the bank, and paid all arrears interest and a US $120,000 principal repayment. As a result of this agreement the due date of the loan was extended to December 16, 2003 and the interest rate reduced to 10.5% from 24%. | ||
During August 2003, the balance outstanding on the loan of US $1,080,000 plus accrued interest was repaid in full (see Note 16). Cash of $nil (2002 - $67,415) is held in an escrow account for monthly interest payments. | ||
8 | Long-term debt: |
2003 | 2002 | |||||||
(Note 3) | ||||||||
Debentures payable, without interest, due May 2011, convertible to common shares at an exercise price of $1.23 at holders discretion; unsecured | $ | 5,097,105 | $ | 5,097,105 | ||||
Less: Cumulative beneficial conversion option | (472,189 | ) | (523,969 | ) | ||||
$ | 4,624,916 | $ | 4,573,136 | |||||
Accretion expense on the beneficial conversion of $51,780 (2002 - $51,204) has been included in interest and bank charges for the year. | ||
All debentures are held by companies or persons related to a shareholder and director. It is not practicable to determine the fair value of the debentures and advances from shareholders due to their related party nature and the absence of a secondary market for such instruments. | ||
9 | Share capital: | |
(a) | Authorized: 100,000,000 Common shares without par value | |
(b) | Issued and outstanding shares: |
2003 | 2002 | |||||||||||||||
Number | Number | (Note 3) | ||||||||||||||
of shares | Amount | of shares | Amount | |||||||||||||
Balance, beginning of year | 10,676,718 | $ | 22,897,780 | 9,855,718 | $ | 22,651,480 | ||||||||||
Issued to settle debt | 62,500 | 38,800 | 250,000 | 75,000 | ||||||||||||
Issued for cash | 62,500 | 78,771 | — | — | ||||||||||||
Issued on exercise of options | 25,000 | 11,250 | — | — | ||||||||||||
Issued for services | 261,667 | 143,234 | 471,000 | 141,300 | ||||||||||||
Issued for acquisition of mineral properties | 100,000 | 82,000 | 100,000 | 30,000 | ||||||||||||
Warrants issued for services | — | 205,645 | — | — | ||||||||||||
Balance, end of year | 11,188,385 | $ | 23,457,480 | 10,676,718 | $ | 22,897,780 | ||||||||||
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Included in issued and outstanding capital stock are 150,000 contingently cancelable shares that are held in escrow and may not be traded without regulatory approval. | ||
(c) | Stock options: |
Weighted | ||||||||
average | ||||||||
exercise price | ||||||||
Date | Number | per share | ||||||
Issued and outstanding, May 31, 2001 | 965,250 | $ | 0.45 | |||||
Issued in the year | 60,000 | 0.77 | ||||||
Issued and outstanding, May 31, 2002 | 10,025,250 | 0.47 | ||||||
Issued in the year | 82,500 | 1.26 | ||||||
Issued in the year | 15,000 | 0.45 | ||||||
Exercised in the year | (25,000 | ) | (0.45 | ) | ||||
Expired in the year | (116,250 | ) | (0.45 | ) | ||||
Balance, May 31, 2003 | 981,500 | $ | 0.54 | |||||
Options outstanding at May 31, 2003 are as follows: |
Exercise price | Weighted average | |||||||||||||||
Number | per share | Expiry date | remaining life | |||||||||||||
Other | 60,000 | $ | 0.77 | June 2003 | 0.1 years | |||||||||||
Director and employee options | 684,000 | $ | 0.45 | October 2003 | 0.4 years (i) | |||||||||||
Director options | 82,500 | $ | 1.26 | November 2004 | 1.5 years | |||||||||||
Director and employee options | 155,000 | $ | 0.45 | August 2005 | 2.3 years (ii) | |||||||||||
981,500 | 0.8 years | |||||||||||||||
All outstanding options are exercisable when issued. | ||
(i) 185,000 of these options were exercised subsequent to year-end. | ||
(ii) 5,000 of these options were exercised subsequent to year-end. | ||
(d) | Warrants: |
Weighted average | ||||||||
exercise price | ||||||||
Number | per share | |||||||
Issued and outstanding, May 31, 2001 and May 31, 2002 | — | $ | — | |||||
Issued in the year | 548,803 | US $ | 0.81 | |||||
Balance, May 31, 2003 | 548,803 | US $ | 0.81 | |||||
Warrants outstanding at May 31, 2003 are as follows: |
Exercise | Weighted | ||||||||||||
price per | Expiry | average | |||||||||||
Number | warrant | date | remaining life | ||||||||||
62,500 | US $ | 0.80 | September 2003 | 0.3 years (i) | |||||||||
486,303 | US $ | 0.81 | October 2004 | 1.4 years | |||||||||
548,803 | US $ | 0.81 | 1.3 years | ||||||||||
(i) | These warrants were exercised subsequent to year-end. |
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10 | Income taxes: | |
The Company has income tax loss carryforwards of approximately $2,828,000 which are available to reduce future taxable income. The benefits of the losses have not been recognized in the financial statements. The losses will expire as follows: |
Canada | U.S. | Total | ||||||||||
2004 | $ | 547,000 | $ | — | $ | 547,000 | ||||||
2005 | 13,000 | — | 13,000 | |||||||||
2006 | 105,000 | — | 105,000 | |||||||||
2007 | 222,000 | — | 222,000 | |||||||||
2008 | 150,000 | — | 150,000 | |||||||||
2009 | 259,000 | — | 259,000 | |||||||||
2010 | 210,000 | — | 210,000 | |||||||||
2018 | — | 444,000 | 444,000 | |||||||||
2019 | — | 160,000 | 160,000 | |||||||||
2020 | — | 76,000 | 76,000 | |||||||||
2021 | — | 356,000 | 356,000 | |||||||||
2022 | — | 259,000 | 259,000 | |||||||||
2023 | — | 27,000 | 27,000 | |||||||||
$ | 1,506,000 | $ | 1,322,000 | $ | 2,828,000 | |||||||
Significant components of the Company’s future tax assets are shown below. A valuation allowance has been recognized to fully offset the net future tax assets as realization of such net assets is uncertain. |
2003 | 2002 | ||||||||
Future tax assets: | |||||||||
Operating loss carryforwards | $ | 1,120,000 | $ | 1,186,000 | |||||
Capital assets | — | 27,000 | |||||||
1,120,000 | 1,213,000 | ||||||||
Valuation allowance for future tax assets | (1,109,000 | ) | (1,213,000 | ) | |||||
11,000 | — | ||||||||
Future tax liabilities: | |||||||||
Capital assets | (11,000 | ) | — | ||||||
Net future tax assets | $ | — | $ | — | |||||
11 | Related party transactions: | |
During the year, the Company paid, through the issuance of common stock, $21,400 (2002 - $82,500) to a director for various services provided to the Company throughout the year. The Company also paid a director $12,000 in stock (2002 - $30,000) for office rent. These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. | ||
Subsequent to year-end, a director obtained a personal mortgage (the “interim mortgage” – see Note 16(a)) in the amount of $587,680 in order to meet certain obligations of the Company. The interim mortgage was subsequently repaid by the Company (see Note 16(b)). |
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12 | Contingency: | |
The Company is negotiating with a shareholder and director of the Company for claims of past wages, salary remuneration and expenses in the approximate amount of US $544,700 ($745,400 Cdn). Included in advances from shareholders is $343,400 Cdn provided for this claim. The claim is under negotiation, the outcome of which is undeterminable. Accordingly, no additional provision has been recorded. Additional amounts, if any, will be recorded in the period the claim is settled. | ||
13 | Segmented information: | |
The Company operates principally in the mining industry segment. | ||
The Company’s operations are in the following geographical locations: |
2003 | 2002 | ||||||||
Net loss for the year: | |||||||||
Canada | $ | 468,604 | $ | 312,347 | |||||
United States | 123,255 | 289,866 | |||||||
$ | 591,859 | $ | 602,213 | ||||||
Identifiable assets at end of year: | |||||||||
Canada | $ | 290,092 | $ | 291,949 | |||||
United States | 13,294,607 | 12,902,466 | |||||||
$ | 13,584,699 | $ | 13,194,415 | ||||||
14 | Financial instruments: | |
The Company holds various forms of financial instruments. The nature of these instruments and the Company’s operations expose the Company to foreign currency risk, interest rate risk and industry credit risk. | ||
(a) | Foreign currency risk: | |
A significant portion of the Company’s operations are located in the United States and the Company manages its exposure to foreign currency fluctuations by maintaining U.S. currency bank accounts and denominates its commitments and contracts in U.S. dollar equivalents. | ||
(b) | Credit risk: | |
The Company’s receivables are mainly for cost recoveries from related parties. The Company has no significant credit risk as it has the ability to net amounts receivable against accounts payable for services rendered by these parties. | ||
15 | Commitments: | |
(a) | The Company is committed under option and lease agreements to expend on exploration expenditures and property option payments amounts as disclosed in Notes 5 (a), (b), and (c) in the form of cash and/or stock as detailed therein. | |
(b) | On October 23, 2002, the Company entered into a one year advisory services agreement with a financial consulting firm. Under the terms of this agreement, the Company issued 150,000 shares that were restricted from trading for one year and provided a warrant for 486,303 shares at an exercise price of US $0.81. |
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A director of the Company also transferred 91,667 free-trading, non-encumbered shares to be held as collateral against 12 monthly payments of US $5,000 in consulting fees for a total of US $60,000. The Company replaced the directors free-trading shares with a new allotment of 91,667 shares that are restricted from trading for a one year period. | ||
16 | Subsequent events: | |
(a) | In June 2003, a director obtained a personal mortgage for US $587,680 to pay various liabilities on behalf of the Company. Prepaid interest and fees of US $87,680 were withheld, providing net cash funding of US $500,000 to the Company (the “interim mortgage”). | |
The interim mortgage was used in part to rectify the default under the Company’s bank loan (Note 7). The interim mortgage was repaid in full with the proceeds of the financing described in Note 16(b). | ||
(b) | In August 2003, the Company obtained US $4,500,000 in financing by way of a first mortgage on the Colorado, USA mineral properties. The total amount includes two years prepaid interest at a rate of 12.9% per annum or approximately US $1,000,000 providing net cash funding to the Company of approximately $3,500,000. | |
The net cash proceeds of US $3,500,000 were used as follows: |
Repayment of remaining bank loan (Note 7) | $ | 1,080,000 | ||
Repayment of interim mortgage (Note 16(a)) | 588,000 | |||
Repayment of trade payables | 700,000 | |||
Working capital | 1,037,000 | |||
Financing costs | 95,000 | |||
$ | 3,500,000 | |||
As consideration for this financing, the Company also issued 8,181,818 shares of stock at a deemed price of US $0.55 per share for a total financing fee of US $4,500,000. The financing fee will be recorded in the first quarter of fiscal 2004. 1,500,000 of these shares are to be placed in escrow by the lender and are to be used to satisfy the debt if and when the Company’s average share price reaches US $3.00 per share. The loan, if not repaid from the sale of escrowed shares, is due in full on July 31, 2005. | ||
17 | Comparative figures: | |
Certain balances in the preceding period have been reclassified or restated (Note 3) to conform with the current year’s financial statement presentation. |
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