 | British Columbia Securities Commission | QUARTERLY AND YEAR END REPORT BC FORM 51-901F (previously Form 61) |
Freedom of Information and Protection of Privacy Act: The personal information requested on this form is collected under the authority of and used for the purpose of administering theSecurities Act. Questions about the collection or use of this information can be directed to the Supervisor, Financial Reporting (604-899-6731), P.O. Box 10142, Pacific Centre, 701 West Georgia Street, Vancouver, BC V7Y 1L2. Toll Free in British Columbia 1-800-373-6393. | | INCORPORATED AS PART OF |
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| X | | Schedule A |
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| X | | Schedule B |
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NAME OF ISSUER | FOR QUARTER ENDED | DATE OF REPORT |
| | YY/MM/DD |
Spur Ventures Inc. | June 30, 2003 | 03/08/15 |
ISSUER'S ADDRESS | 2684 - 1055 Dunsmuir Street |
CITY | PROVINCE | POSTAL CODE | ISSUER FAX NO. | ISSUER TEL NO. |
Vancouver | B.C. | V7X 1L3 | 604-609-9836 | 604-689-5564 |
CONTACT PERSON | CONTACT'S POSITION | CONTACT TEL NO. |
Y.B. Ian He | Director | 604-689-5564 |
CONTACT E-MAIL ADDRESS | WEB SITE ADDRESS |
info@spur-ventures.com | www.spur-ventures.com |
CERTIFICATE The three schedules required to complete this Report are attached and the disclosure contained therein has been approved by the Board of Directors. A copy of this Report will be provided to any shareholder who requests it. |
"Y.B. Ian He" | Y.B. Ian He | 03/08/15 |
| | DATE SIGNED |
DIRECTOR'S SIGNATURE | PRINT FULL NAME | YY/MM/DD |
"Robert G. Atkinson" | Robert G. Atkinson | 03/08/15 |
| | DATE SIGNED |
DIRECTOR'S SIGNATURE | PRINT FULL NAME | YY/MM/DD |
SPUR VENTURES INC.
SECOND QUARTER FINANCIAL STATEMENTS
June 30, 2003
SPUR VENTURES INC.
CONSOLIDATED BALANCE SHEETS
AS AT June 30, 2003 AND DECEMBER 31, 2002
| | June 30, | | | December 31, | |
In Canadian dollars as at | | 2003 | | | 2002 | |
| | (Unaudited) | | | (Audited) | |
ASSETS | | | | | | |
Current | | | | | | |
Cash and cash equivalents | $ | 148,213 | | $ | 5,899 | |
Short term investment | | 1,930,000 | | | - | |
Accounts receivable and prepaid expenses | | 30,405 | | | 20,461 | |
Marketable securities | | 90,500 | | | 95,000 | |
Amount due from joint venture partner | | 200,000 | | | 200,000 | |
| | 2,399,118 | | | 321,360 | |
| | | | | | |
Mineral properties | | 2,619,499 | | | 2,562,753 | |
| | | | | | |
| $ | 5,018,617 | | $ | 2,884,113 | |
| | | | | | |
LIABILITIES | | | | | | |
Current | | | | | | |
Bank overdraft | $ | - | | $ | 19,990 | |
Accounts payable and accrued liabilities | | 35,819 | | | 55,206 | |
| | 35,819 | | | 75,196 | |
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SHAREHOLDERS' EQUITY | | | | | | |
Capital stock | | | | | | |
Authorized - | | | | | | |
100,000,000 Common shares without par value | | | | | | |
100,000,000 Preferred shares without par value | | | | | | |
Issued - | | | | | | |
23,019,328 Common shares (2002: 17,949,328) | | 8,597,155 | | | 6,231,555 | |
Deficit | | (3,614,357 | ) | | (3,422,638 | ) |
| | 4,982,798 | | | 2,808,917 | |
| | | | | | |
| $ | 5,018,617 | | $ | 2,884,113 | |
APPROVED BY THE DIRECTORS
/s/ Robert G. Atkinson | | /s/ Y.B. Ian He |
Director | | Director |
SPUR VENTURES INC.
CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT
FOR THE THREE-MONTH AND SIX-MONTH PERIODS ENDED JUNE 30, 2003 AND 2002
(Unaudited)
| | Three months ended | | | Six months ended | |
| | June 30, | | | June 30, | | | June 30, | | | June 30, | |
In Canadian dollars | | 2003 | | | 2002 | | | 2003 | | | 2002 | |
| | | | | | | | | | | | |
Expenses | | | | | | | | | | | | |
Consulting fees | $ | 36,182 | | $ | 38,808 | | $ | 70,727 | | $ | 57,039 | |
Management fees | | 15,333 | | | 12,500 | | | 27,833 | | | 25,000 | |
Office and miscellaneous | | 13,906 | | | 6,647 | | | 25,529 | | | 13,096 | |
Printing and mailing | | 3,787 | | | (10,664 | ) | | 4,154 | | | (9,933 | ) |
Professional fees | | 19,394 | | | 21,270 | | | 29,220 | | | 27,086 | |
Rent | | 7,582 | | | 7,870 | | | 13,329 | | | 16,047 | |
Transfer agent and filing fees | | 17,166 | | | 2,909 | | | 27,689 | | | 3,772 | |
Travel, advertising and promotion | | 2,940 | | | 4,071 | | | 5,813 | | | 5,560 | |
Write down of marketable securities | | - | | | - | | | 4,500 | | | - | |
| | | | | | | | | | | | |
| | 116,290 | | | 83,411 | | | 208,794 | | | 137,667 | |
| | | | | | | | | | | | |
Other income | | | | | | | | | | | | |
Gain on disposal of marketable securities | | - | | | 4,930 | | | - | | | 4,930 | |
Interest income | | 12,325 | | | 634 | | | 12,325 | | | 1,444 | |
Dividend income | | 2,375 | | | 12,400 | | | 4,750 | | | 30,350 | |
| | 14,700 | | | 17,964 | | | 17,075 | | | 36,724 | |
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Loss for the period | | (101,590 | ) | | (65,447 | ) | | (191,719 | ) | | (100,943 | ) |
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Deficit, Beginning of period | | (3,512,767 | ) | | (3,212,262 | ) | | (3,422,638 | ) | | (3,176,766 | ) |
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Deficit, End of period | $ | (3,614,357 | ) | $ | (3,277,709 | ) | $ | (3,614,357 | ) | $ | (3,277,709 | ) |
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Basic and diluted loss per common share | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.01 | ) |
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Weighted average number of common shares | | | | | | | | | | | | |
outstanding | | 20,366,910 | | | 17,949,328 | | | 19,164,798 | | | 17,949,328 | |
SPUR VENTURES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE-MONTH AND SIX-MONTH PERIODS ENDED JUNE 30, 2003 AND 2002
(Unaudited)
| | Three months ended | | | Six months ended | |
| | June 30, | | | June 30, | | | June 30, | | | June 30, | |
In Canadian dollars | | 2003 | | | 2002 | | | 2003 | | | 2002 | |
| | | | | | | | | | | | |
Cash flows from operating activities | | | | | | | | | | | | |
Dividend received | $ | 2,375 | | $ | 12,400 | | $ | 4,750 | | $ | 30,350 | |
Interest received | | - | | | 654 | | | - | | | 1,264 | |
Interest paid | | (297 | ) | | (273 | ) | | (748 | ) | | (367 | ) |
Cash paid to suppliers and employees | | (212,534 | ) | | (157,833 | ) | | (221,252 | ) | | (209,618 | ) |
| | (210,456 | ) | | (145,052 | ) | | (217,250 | ) | | (178,371 | ) |
| | | | | | | | | | | | |
Cash flows from investing activities | | | | | | | | | | | | |
Feasibility study, project development | | (35,414 | ) | | (109,661 | ) | | (56,746 | ) | | (154,371 | ) |
Purchase of short term investment | | (930,000 | ) | | - | | | (1,930,000 | ) | | - | |
| | (965,414 | ) | | (109,661 | ) | | (1,986,746 | ) | | (154,371 | ) |
| | | | | | | | | | | | |
Cash flows from financing activities | | | | | | | | | | | | |
Share subscriptions received | | 898,800 | | | - | | | 2,366,300 | | | - | |
Proceeds from disposal of marketable securities | | - | | | 246,930 | | | - | | | 246,930 | |
| | 898,800 | | | 246,930 | | | 2,366,300 | | | 246,930 | |
| | | | | | | | | | | | |
Increase (Decrease) in cash and cash equivalents | | (277,070 | ) | | (7,783 | ) | | 162,304 | | | (85,812 | ) |
| | | | | | | | | | | | |
Cash and cash equivalents (Bank overdraft), beginning of period | | 425,283 | | | 293,729 | | | (14,091 | ) | | 371,758 | |
Cash and cash equivalents, end of period | $ | 148,213 | | $ | 285,946 | | $ | 148,213 | | $ | 285,946 | |
SPUR VENTURES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited)
1. | Basis of Presentation The accompanying interim consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“GAAP”). However, they do not include all the information and disclosures required by the Canadian GAAP for financial statements. They have been prepared on the same accounting policies and methods of applications as the latest annual consolidated financial statements. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation have been included. The results for interim periods are not necessarily indicative of results for the entire year. The information contained in the interim financial statements should be read in conjunction with the Company’s latest annual consolidated financial statements and the notes thereto. The unaudited consolidated financial statements include Spur Ventures Inc. (“the Company”), and its wholly owned subsidiary company, Spur Chemicals (BVI) Inc.. All significant inter-company transactions and accounts have been eliminated. |
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2. | Mineral Properties |
| | | June 30, | | | December 31, | |
| | | 2003 | | | 2002 | |
| Mineral property expenditure | | | | | | |
| Yichang phosphate – feasibility study | $ | 2,619,499 | | $ | 2,562,753 | |
| | $ | 2,619,499 | | $ | 2,562,753 | |
SPUR VENTURES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited)
3. | Related Party Transactions Due the six-month period ended June 30, 2003, the Company paid consulting fee of $40,727 to a company controlled by a director, management fee of $27,833 to a company controlled by a director and legal fee of $15,863 to a law firm of which a director is a partner. |
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4. | Segmented Information Management considers the exploration of phosphate interest in China to be the company’s principal activity. All of the expenditures incurred in China in respect of this activity to date have been capitalized. |
| | | | | | | | | June 30, 2003 | |
| | | | | | | | | | |
| | | Canada | | | China | | | Consolidated | |
| | | | | | | | | | |
| Current assets | $ | 2,399,118 | | $ | - | | $ | 2,399,118 | |
| Mineral properties | | - | | | 2,619,499 | | | 2,619,499 | |
| Total assets | $ | 2,399,118 | | $ | 2,619,499 | | $ | 5,018,617 | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | December 31, 2002 | |
| | | | | | | | | | |
| | | Canada | | | China | | | Consolidated | |
| | | | | | | | | | |
| Current assets | $ | 321,360 | | $ | - | | $ | 321,360 | |
| Mineral properties | | - | | | 2,562,753 | | | 2,562,753 | |
| Total assets | $ | 321,360 | | $ | 2,562,753 | | $ | 2,884,113 | |
SPUR VENTURES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited)
5. | Subsequent Events |
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| On July 31, 2003, the Company closed a private placement of 300,000 units of the Company’s stock at the price of $1.00 per unit. Each unit consists of one common share of the Company and one non-transferable warrant. Each warrant entitles the holder to purchase one additional share of the Company at a price of $1.10 per share until July 31, 2005. |
SCHEDULE B : SUPPLEMENTARY INFORMATION
1. | Analysis of Expenses and Deferred Costs, Year to Date |
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| (A) | Expenses: General administrative expenses are broken down in the consolidated statement. |
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| (B) | Mineral Properties: |
| | | | June 30, 2003 | | | December 31, 2002 | |
| | Mineral property expenditure | | | | | | |
| | Yichang phosphate - feasibility study | $ | 2,619,499 | | $ | 2,562,753 | |
| | | $ | 2,619,499 | | $ | 2,562,753 | |
2. | Related party transactions During the six-month period ended June 30, 2003, the Company paid $40,727 as consulting fee and $57,933 as management fee to companies controlled by the directors of the Company. The Company also paid $15,863 to a legal firm that has a partner acting as a director of the Company. |
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3. | For the quarter under review: |
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| (A) | Shares issued during the quarter: 5,070,000 A private placement of 5,000,000 units at $0.50 per share was closed on May 14, 2003. Each unit consists of one common share of the Company and one non-transferable warrant, entitling the holder to purchase one additional share of the Company at a price of $0.60 per share for two years until May 13, 2005. In consideration of arranging the private placement, Riverbank Group Limited received a finder’s fee of $133,700 paid in cash and Global Resource Investments Limited received a finder’s fee by the issuance of 70,000 units having the same terms and conditions as described above. |
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| (B) | Stock Options granted and cancelled during this quarter: On April 4, 2003, 2,550,000 stock options at an exercise price of $0.60 per share were granted to directors and employees of the Company. On June 20, 2003, 100,000 stock options at an exercise price of $0.60 per share were cancelled. On June 25, 2003, 535,000 stock options at an exercise price of $1.20 per share were granted to the Company’s directors. |
4. | As at the end of the quarter: |
| | |
| (A) | Shares authorized 100,000,000 common shares without par value 100,000,000 preferred shares without par value, issueable in series and with special rights and restrictions to be determined on issuance |
| (B) | Shares issued | | | | | | |
| | | | | | | | |
| | | Price per | Number of | | | | |
| | | Common share | common shares | | | Amount | |
| | December 31, 2002 | | 17,949,328 | | $ | 6,231,555 | |
| | June 30, 2003 | | 23,019,328 | | $ | 8,597,855 | |
| (C) | Stock Options |
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| | The following table summarizes the options outstanding and exercisable as at June 30, 2003: |
| | | | | | | |
| | | Number of options | | Exercise price ($/share) | | Expiry date |
| | | 250,000 | | 0.90 | | October 18, 2005 |
| | | 700,000 | | 0.90 | | June 18, 2006 |
| | | 50,000 | | 0.90 | | November19, 2006 |
| | | 2,450,000 | | 0.60 | | May 6, 2008 |
| | | 635,000 | | 1.20 | | June 25, 2008 |
| | | 4,085,000 | | | | |
5. | List of Directors as at June 30, 2003 |
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| Robert G. Atkinson, David Black, David Cohen, Steven Dean, Gordon Ewart, Ruston Goepel, Y.B. Ian He, George H. Plewes, |
SCHEDULE C : MANAGEMENT DISCUSSION AND ANALYSIS
1. Description of Business
Spur Ventures Inc. is a natural resource development company based in Vancouver, Canada. It focuses on the development of Yichang Integrated Phosphate Mining and Fertilizer Project (the “Yichang Project”) in Yichang City, China. The project is intended to integrate phosphate rock mining and fertilizer manufacturing to produce high-analysis phosphate fertilizers and animal feed additive for China's domestic market. The integrated project includes a phosphate mine and a chemical complex on the Yangtze River designed to produce 1.06-million t/y compound fertilizer (NPK) and diammonium phosphate (DAP). The phosphate deposits dedicated to the project have a total phosphate resource of over 470 million tonnes. A positive independent feasibility study and subsequent update estimate the project internal rate of return in excess of 40%. The feasibility study and environmental assessment study on the project were completed and approved by the Chinese government agencies in 2001 and 2002. Mining permit application is proceeding, and preliminary approval has been obtained from Ministry of Land and Resources in early 2003.
The Yichang Project will be built in phases. In Phase one, a stand-alone fertilizer plant and river jetty will be built using outsourced phosphoric acid. The fertilizer plant is designed to produce 1.06 million t/y of NPK fertilizer (grade 15:15:15). The construction of Phase one will require 18 months to complete at a total cost of US$108.66 million, including a total investment of US$17.8 million made to date by the project owners. Once Phase one of the Yichang Project is commissioned, construction of the mine and phosphoric acid facilities will be started and integrated into the Phase one of the Yichang Project.
2. Discussion of Operations and Financial Conditions
Total general and administrative costs for the three months ended June 30, 2003 were $116,290. The total fees paid to the engineering firms and expenditures related to activities for Yichang Project development in the quarter were $35,414. There have been no other material expenditures and no investor relations activity during this quarter.
Spur raised $2.5 million on May 13, 2003 through a non-brokered private placement, in which Spur issued 5,000,000 units at a price of $0.50 per unit. Each unit consists of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase one additional share of Spur at a price of $0.60 per share for two years until May 13, 2005. In consideration of arranging the private placement, Riverbank Group Limited received a finder’s fee of $133,700 paid in cash and Global Resource Investments Limited received a finder’s fee by the issuance of 70,000 units having the same terms and conditions as described above.
On June 20, 2003, Mr. Steven Dean was appointed as Chairman of Spur’s Board of Directors. In addition, Mr. Ruston Goepel and Mr. David Cohen joined Spur’s Board of Directors. Mr. Steven Dean was most recently President of Teck Cominco Limited, a diversified mining and refinery company with world-class assets in zinc, copper, gold, coal, and industrial minerals. In 1995, Mr. Dean founded PacMin Mining Corporation, formerly Camlot Resources. The control of PacMIn was sold to Teck Corporation in 1999, at which time he became President of TeckGold and later President of the new Teck Cominco Limited, the company resulting from the merger of Teck Corporation and its subsidiary Cominco Limited. Prior to that, Mr. Dean was a member of the founding management of Normandy Poseidon Group, which became Normandy Mining Limited, one of the largest Australian based diversified mining company in gold, base metals and industrial minerals.
Mr. Goepel is Senior Vice President of Raymond James Ltd. He was the founding partner and CEO of Goepel Shields & Partners, a national securities dealer which was acquired in 2001 by Raymond James Inc., one of the largest U.S. brokerage firms. Mr. Goepel is a past Governor of the Vancouver Stock Exchange, a Governor and Executive Committee Member of B.C. Business Council, Chairman of Nominating & Governance Committee for the Vancouver 2010 Olympic Bid Corp.
Mr. Cohen is the President and CEO of Northern Orion Resources Inc. He joined Northern Orion Exploration Ltd. in 1997 as Senior Vice President, Engineering and Development. Prior to that, he was Director of Business Development at Fluor Daniel, a leading international engineering and construction firm.
Mr. Ernest Cheung, Mr. Alain Albagli, and Mr. Colin Leech-Porter resigned from Spur’s Board of Directors. Spur’s management and Board of Directors would like to extend sincere appreciation to them for their valuable services to Spur.
Spur and its Chinese joint venture partner, Yichang Phosphorus Chemicals Co. signed their formal joint venture contract in May 2003. This contract will serve as a legal document for setting up a joint venture company, Maple Leaf Chemicals Co. The joint venture contract has obtained approval from Hubei Provincial Government and now is awaiting approval from the Chinese Ministry of Commerce.
At the Annual General Meeting held on June 13, 2003, shareholders unanimously approved Spur’s Stock Option Plan reserving a total of 4,603,865 shares for the grant of stock options. On April 4, 2003, 2,550,000 stock options at an exercise price of $0.60 per share were granted to directors and employees of the Company. On June 20, 2003, 100,000 stock options at an exercise price of $0.60 per share were cancelled. On June 25, 2003, 635,000 stock options at an exercise price of $1.20 per share were granted to the Company’s directors.
In the second quarter of 2003, the severe acute respiratory syndrome (SARS) broke-out in China slowed down the activities on Yichang Project in China, as traveling to China from Canada and traveling inside China were
curtailed. The situation of SARS was brought under effective control by the end of June. All activities have resumed to normal since July 2003.
Following the memoranda of understanding signed in December 2002 between Spur and four major Chinese banks on the Yichang Project financing, Spur and its Chinese joint venture partner started the process of applying project construct loans from these Chinese banks in the name of Maple Leaf Chemicals Co.
In the first half of 2003, phosphate rock mines in the two largest phosphate rock producing provinces in China, Yunnan and Guizhou, started to curtail phosphate rock export. As a result, commodity phosphate rock prices in China increased significantly. In some areas, the run-of-mine phosphate rock prices have increased by 50%, creating a scarcity on the market. This is the result of a combination of the government removal of incentive tax policy on phosphate rock export, the industry consolidation and integration into fewer players, the depletion of some high quality rock resources, and the implementation of new mining law and regulations. The trend is not expected to reverse as the factors contributing this price uptrend cannot be reversed. This trend will eventually result in the firm-up of phosphate fertilizer prices in China, as some of the non-integrated phosphate fertilizer producers in China may eventually close their doors due to high phosphate rock prices. This can be a favorable development for Spur’s Yichang Integrated Phosphate Mining and Fertilizer Project. With its own mining operation, the phosphate rock cost for the project shall remain unchanged.
3. Subsequent Events
On July 31, 2003, Spur closed a private placement of 300,000 units of the Company at a price of $1.00 per unit, each unit consisting of one common share and one non-transferable warrant, each warrant entitling the holder to purchase one additional share of the Company at a price of $1.10 per share until July 31, 2005.
4. Financings, Principal Purposes and Milestones
On May 13, 2003, Spur closed a $2.5 million financing through a non-brokered private placement in which 5 million units were issued at $0.50 per unit. Each unit is comprised of one common share and one non-transferable warrant entitling the holder to purchase one additional share of the Company at a price of $0.60 per share until May 13, 2005. On July 31, 2003, Spur closed a $0.3 million financing through a non-brokered private placement in which 300,000 units were issued at $1.00 per unit. Each unit is comprised of one common share and one nontransferable warrant, entitling the holder to purchase one additional share of the Company at a price of $1.10 per share until July 31, 2005. The fund will be used for the Yichang project development and for working capital.
5. Liquidity and Solvency
As at June 30, 2003, Spur had working capital of $2,399,118. The Company has no internal source of funding. The cash it has on hand should be sufficient to fund the Company in its current fiscal year’s business activities in project basic engineering and project financing. The future of the Company depends on its ability to fund the Yichang Project, general market conditions and many other factors.