CREAM MINERALS LTD.
CONSOLIDATED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED DECEMBER 31, 2009 and 2008
The Company’s independent auditor has not performed a review of these consolidated financial statements.
The Company’s independent auditor has not performed a review of these consolidated financial statements.
CREAM MINERALS LTD.
(an exploration stage company)
Consolidated Balance Sheets
(Unaudited – prepared by management)
| | |
| December 31, | March 31, |
| 2009 | 2009 |
Assets | | |
| | |
Current assets | | |
Cash and cash equivalents | $ 63,383 | $ 184,767 |
Accounts receivable and prepaid expenses | 23,747 | 31,153 |
| 87,130 | 215,920 |
|
|
|
Foreign value-added taxes recoverable(Note 5) | 159,204 | 176,794 |
Mineral property interests(Note 4) | 651,325 | 587,724 |
Equipment(Note 6) | 5,587 | 11,558 |
Investments(Note 7) | 6,295 | 2,852 |
Reclamation and other deposits | 18,000 | 18,000 |
| | |
| $ 927,541 | $ 1,012,848 |
| | |
Liabilities | | |
| | |
Current liabilities | | |
Accounts payable and accrued liabilities | $ 628,767 | $ 465,630 |
Accounts payable, related parties (Note 9) | 1,768,090 | 1,447,528 |
| 2,396,857 | 1,913,158 |
Shareholders’ equity (deficiency) |
|
|
Share capital(Note 8) |
|
|
Authorized: Unlimited number of common shares without par value |
|
|
Issued and fully paid: 64,716,988 (March 31, 2009 – (64,646,988) common shares | 24,617,393
| 24,609,473
|
Share subscriptions | 447,000 | -- |
Warrants | 203,867 | 571,800 |
Contributed surplus | 2,243,532 | 1,875,238 |
Accumulated other comprehensive loss | (25,411) | (28,854) |
Deficit | (28,955,697) | (27,927,967) |
| (1,469,316) | (900,310) |
|
$ 927,541 |
$ 1,012,848 |
Going concern and nature of operations (Note 1)
Subsequent events (Notes 1, 9 (c) and 13)
See accompanying notes to consolidated financial statements.
Approved on behalf of the board of Directors
/s/Michael O’Connor
/s/Robin Merrifield
Director
Director
2
The Company’s independent auditor has not performed a review of these consolidated financial statements.
CREAM MINERALS LTD.
(an exploration stage company)
Consolidated Statement of Operations
(Unaudited – prepared by management)
| | | | |
| Three months ended December 31, | Nine months ended December 31, |
| 2009 | 2008 (restated) | 2009 | 2008 (restated) |
| | | | |
Expenses | | | | |
Amortization | $ 216 | $ 239 | $ 649 | $ 444 |
Exploration costs (Note 14) | 260,952 | 201,172 | 440,787 | 786,520 |
Finance expense | 14,536 | 2,984 | 85,280 | 23,984 |
Foreign exchange | (833) | 15,222 | 131 | 20,213 |
Legal, accounting and audit | (4,835) | 6,674 | 86,781 | 60,257 |
Office and administration | 35,811 | 39,439 | 114,470 | 130,163 |
Salaries and benefits | 51,785 | 20,876 | 191,127 | 111,209 |
Shareholder communications | 27,895 | 33,942 | 90,827 | 199,000 |
Management and consulting fees | 7,500 | 37,500 | 22,500 | 117,500 |
Stock-based compensation | 444 | 9,553 | 2,081 | 50,432 |
Travel and conferences | -- | -- | -- | 4,479 |
Write-down (recovery) of equipment | -- | (30,161) | (6,393) | 95,708 |
Write-down of mineral property interests | -- | -- | -- | 418,304 |
Interest and other income | (110) | (20) | (510) | (520) |
| 393,361 | 337,420 | 1,027,730 | 2,017,693 |
|
|
|
|
|
Loss for the period | (393,361) | (337,420) | (1,027,730) | (2,017,693) |
|
|
|
|
|
Deficit, beginning of period | (28,562,336) | (27,211,664) | (27,927,967) | (25,531,391) |
| | |
|
|
Deficit, end of period | $ (28,955,697) | $ (27,549,084) | $ (28,955,697) | $ (27,549,084) |
| | | | |
Loss per share, basic and diluted | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.04) |
| | | | |
Weighted average number of common shares outstanding, basic and diluted |
64,695,684 |
48,560,209 |
64,669,497 |
48,560,209 |
Number of shares outstanding, end of period |
64,716,988 |
50,812,588 |
64,716,988 |
50,812,588 |
Consolidated Statements of Comprehensive Income
(Unaudited – prepared by management)
| | | | |
| Three months ended December 31, | Nine months ended December 31, |
| 2009 | 2008 (restated) | 2009 | 2008 (restated) |
Loss for the period before comprehensive income | $ (393,361) | $ (337,420) | $ (1,027,730) | $ (2,017,693) |
Unrealized losses on investments | 2,363 | (4,856) | 3,443 | (21,883) |
Comprehensive loss | $ (390,998) | $ (342,276) | $ (1,024,287) | $ (2,039,576) |
See accompanying notes to consolidated financial statements.
3
The Company’s independent auditor has not performed a review of these consolidated financial statements.
CREAM MINERALS LTD.
(an exploration stage company)
Consolidated Statements of Shareholders’ Equity (Deficiency)
Three and nine months ended December 31, 2009 and 2008
(Unaudited – prepared by management)
| | | | | | | | |
| Common Shares Without Par Value | |
Warrants
|
Contributed Surplus
| Accumulated Other Comprehen-sive Losses |
Deficit
| Total Shareholders’ Equity (Deficiency) |
Shares | Amount | Share Subscription |
Balance, March 31, 2008 (restated) (Note 3) | 47,921,073 | $ 23,776,948 | -- | $ 402,443 | $ 1,431,756 | $ (6,937) | $ (25,531,391) | $ 72,819 |
Private placements, less share issue costs | 16,113,835 | 825,937 | -- | 379,956 | -- | -- | -- | 1,205,893 |
Finders’ shares | 172,080 | 40,290 | -- | -- | -- | -- | -- | 40,290 |
Agents’ fees | 340,000 | 17,000 | -- | -- | -- | -- |
| 17,000 |
Warrants expired, unexercised | -- | -- | -- | (210,599) | 210,599 | -- | -- | -- |
Mineral property interests |
|
| -- |
|
|
|
|
|
Wine claims | 100,000 | 15,000 | -- | -- | -- | -- | -- | 15,000 |
Future income tax on flow-through shares | -- | (65,702) | -- | -- | -- | -- | -- | (65,702) |
Stock-based compensation | -- | -- | -- | -- | 232,883 | -- | -- | 232,883 |
Unrealized loss on investments for the year | -- | -- | -- | -- | -- | (21,917) | -- | (21,917) |
Loss for the year | -- | -- | -- | -- | -- | -- | (2,396,576) | (2,396,576) |
Balance, March 31, 2009 | 64,646,988 | 24,609,473 | -- | 571,800 | 1,875,238 | (28,854) | (27,927,967) | (900,310) |
Warrants exercised | 30,000 | 4,720 | -- | (1,720) | -- | -- | -- | 3,000 |
Warrants expired, unexercised | -- | -- | -- | (366,213) | 366,213 | -- | -- | -- |
Share subscriptions | -- | -- | 447,000 | -- | -- | -- | -- | 447,000 |
Mineral property interests |
|
|
|
|
|
|
|
|
Blueberry claims | 40,000 | 3,200 | -- | -- | -- | -- | -- | 3,200 |
Stock-based compensation | -- | -- | -- | -- | 2,081 | -- | -- | 2,081 |
Unrealized gain on investments for the period | -- | -- | -- | -- | -- | 3,443 | -- | 3,443 |
Loss for the period | -- | -- | -- | -- | -- | -- | (1,027,730) | (1,027,730) |
Balance, December 31, 2009 | 64,716,988 | $ 24,617,393 | $ 447,000 | $ 203,867 | $ 2,243,532 | $ (25,411) | $ (28,955,697) | $ (1,469,316) |
See accompanying notes to consolidated financial statements..
4
The Company’s independent auditor has not performed a review of these consolidated financial statements.
CREAM MINERALS LTD.
(an exploration stage company)
Consolidated Statements of Cash Flows
(Unaudited – prepared by management)
| | | | |
| Three months ended December 31, | Nine months ended December 31, |
| 2009 | 2008 (restated) | 2009 | 2008 (restated) |
Cash provided by (used for): | | | | |
Operations |
|
|
|
|
Loss for the period | $ (393,361) | $ (337,420) | $ (1,027,730) | $ (2,017,693) |
Items not involving cash |
|
|
|
|
Amortization | 3,531 | 26,730 | 5,971 | 114,347 |
Stock-based compensation | 444 | 9,993 | 2,081 | 61,734 |
Write-down (recovery) related to equipment in Sierra Leone |
-- |
(30,161) |
(6,393) |
95,708 |
Write-down of mineral property interests | -- | -- | -- | 418,304 |
Finance costs | 15,003 | -- | 85,280 | -- |
Foreign exchange | (1,392) | 8,938 | 17,260 | (5,467) |
Changes in non-cash working capital |
|
|
|
|
Accounts receivable and prepaids | (12,269) | 6,371 | 7,406 | 47,278 |
Accounts payable and accrued liabilities | 44,208 | 58,936 | 16,964 | 179,684 |
Due to related parties | -- | -- | -- | 359,372 |
| (343,836) | (256,613) | (899,161) | (746,733) |
|
|
|
|
|
Investing activities |
|
|
|
|
Mineral property interests |
|
|
|
|
Acquisition costs | (13,557) | (3,463) | (60,401) | (94,993) |
Foreign value-added taxes recoverable | (1,518) | (1,325) | (7,495) | (7,683) |
Foreign value-added taxes recovered | 7,825 | -- | 7,825 |
|
(Purchase )of equipment/dispositions | -- | -- | 6,393 | (12,663) |
Proceeds on sale of equipment | -- | 24,740 | -- | 24,740 |
| (7,250) | 19,952 | (53,678) | (90,599) |
|
|
|
|
|
Financing activities |
|
|
|
|
Common shares issued for cash | 458,406 | -- | 63,893 | 606,742 |
Share subscriptions received | -- | 272,000 | 447,000 | 272,000 |
Due to/from related parties | (59,073) | (51,914) | 320,562 | (10,301) |
| 399,333 | 220,086 | 831,455 | 868,441 |
Increase (decrease) in cash and cash equivalents during the period |
48,247 |
(16,575) |
(121,384) | 31,109
|
Cash and cash equivalents, beginning of period |
15,136 |
60,978 |
184,767 | 13,294
|
|
|
|
|
|
Cash and cash equivalents, end of period | $ 63,383 | $ 44,403 | $ 63,383 | $ 44,403 |
Supplemental information | | | | |
Shares issued for mineral property interests | $ 3,200 | $ -- | $ 3,200 | $ 10,000 |
Stock-based compensation included in exploration costs | $ --
| $ 440
| $ --
| $ 11,302
|
See accompanying notes to consolidated financial statements.
5
CREAM MINERALS LTD.
(an exploration stage company)
Notes to the Consolidated Financial Statements
For the three and nine months ended December 31, 2009 and 2008
(expressed in Canadian dollars, unless otherwise stated)
1.
Going concern and nature of operations
Cream Minerals Ltd. (the “Company”) is incorporated in the Province of British Columbia under the Business Corporations Act of British Columbia, and its principal business activity is the exploration of mineral properties, currently in Mexico and Canada, and maintenance of the Company’s offshore license in Sierra Leone.
These interim consolidated financial statements have been prepared on a going-concern basis, which implies that the Company will continue realizing its assets and discharging its liabilities in the normal course of business. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities, contingent obligations and commitments in other than the normal course of business and at amounts different from those in these financial statements.
The Company had a loss of $1,027,730 for the nine months ended December 31, 2009, and the Company had a working capital deficiency, defined as current assets less current liabilities, as at December 31, 2009, of $2,309,727, with an accumulated deficit of $28,955,697.
The Company has capitalized $651,325 (March 31, 2009 – $587,724) in acquisition costs on its mineral property interests. On the Nuevo Milenio property in Mexico, tax payments are required to be made twice yearly on an escalating basis, in January and July of each year in order to maintain the concessions. Roca as the operator of Nuevo Milenio under the option agreement is responsible for making all tax payments for the term of the option agreement. Subsequent to December 31, 2009, Roca reimbursed the Company for the tax payment for Nuevo Milenio in the amount of US$23,717, under the option agreement. The Company made the tax payment in July 2009. In addition, the Company must make cash payments of $60,000 in the year ended March 31, 2010, to maintain the mineral property interests held at March 31, 2009. During the nine months ended December 31, 2009, $20,000 was paid.
The amounts shown as mineral property interests represent costs of acquisition net of recoveries to date, less amounts written off, and do not necessarily represent present or future values. Recoverability of the amounts shown for mineral properties is dependent upon the discovery of economically recoverable mineral reserves, securing and maintaining title and beneficial interest in the properties, the ability of the Company to obtain financing necessary to complete the exploration and development of its mineral property interests, and on future profitable production or proceeds from the disposition of the mineral property interests.
The Company’s ability to continue as a going concern is contingent on its ability to obtain additional financing. The current financial equity market conditions, the challenging funding environment and the low price of the Company’s common shares make it difficult to raise funds by private placements of shares. The junior resource industry has been severely impacted by the world economic situation, as it is considered to be a high-risk investment. There is no assurance that the Company will be successful with any financing ventures. It is dependent upon the continuing financial support of shareholders and obtaining financing to continue exploration of its mineral property interests. While the Company is expending its best efforts to achieve its plans by examining various financing alternatives including reorganizations, mergers, sales of assets, and settlement of debts by share issuances, or other form of equity fi nancing, there is no assurance that any such activity will generate funds that will be available for operations. (See Note 13).
6
CREAM MINERALS LTD.
(an exploration stage company)
Notes to the Consolidated Financial Statements
For the three and nine months ended December 31, 2009 and 2008
(expressed in Canadian dollars, unless otherwise stated)
(Unaudited – prepared by management)
2.
Significant accounting policies
(a)
Basis of presentation
These consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”). These consolidated financial statements include the accounts of the Company and a wholly-owned subsidiary, Cream Minerals de Mexico, S.A. de C.V. All material intercompany balances and transactions have been eliminated on consolidation. The Company has two subsidiary companies in the British Virgin Islands to hold the mineral property interests in Sierra Leone in branch offices. The mineral property interests in Sierra Leone were written off prior to transfer of title to a carrying value of $1. These consolidated financial statements include all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. All signi ficant intercompany transactions are eliminated on consolidation.
As these unaudited interim consolidated financial statements do not contain all of the disclosures required by Canadian GAAP, they should be read in conjunction with the notes to the Company’s audited consolidated financial statements for the year ended March 31, 2009.
The accounting policies followed by the Company are set out in note 3 to the audited consolidated financial statements for the year ended March 31, 2009, and have been consistently followed in the preparation of these consolidated financial statements except that the Company has adopted the following Canadian Institute of Chartered Accountants (“CICA”) standards effective April 1, 2009.
(a)
Goodwill and intangible assets
In February 2008, the CICA issued Handbook Section 3064, “Goodwill and Intangible Assets”, replacing Handbook Section 3062, “Goodwill and Intangible Assets”, and Section 3450, “Research and Development Costs”. This section establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets by profit-oriented enterprises. Standards concerning goodwill are unchanged from the standards included in the previous Handbook Section 3062. The Company has no goodwill or intangible assets as of December 31, 2009.
(b)
Credit risk and the fair value of financial assets and financial liabilities
On January 20, 2009, the EIC of the Canadian Accounting Standards Board issued EIC Abstract 173, Credit Risk and Fair Value of Financial Assets and Financial Liabilities (“EIC 173”), which establishes that an entity’s own credit risk and the credit risk of the counterparty should be taken into account in determining the fair value of financial assets and financial liabilities, including derivative instruments. EIC 173 should be applied retrospectively without restatement of prior years to all financial assets and liabilities measured at fair value in interim and annual financial statements for periods ending on or after January 20, 2009. The Company assessed the impact of EIC 173 on its consolidated financial statements and has determined there is no impact.
7
CREAM MINERALS LTD.
(an exploration stage company)
Notes to the Consolidated Financial Statements
For the three and nine months ended December 31, 2009 and 2008
(expressed in Canadian dollars, unless otherwise stated)
(Unaudited – prepared by management)
3.
Change in accounting policy
(a)
Exploration expenditures
During the year ended March 31, 2009, the Company retrospectively changed its accounting policy for exploration expenditures to align itself with policies adopted by other exploration companies at a similar stage in the mining industry. Prior to the year ended March 31, 2009, the Company capitalized all such costs to mineral property interests held directly or through an investment, and only wrote down capitalized costs when the property was abandoned or if the capitalized costs were not considered to be economically recoverable.
Exploration expenditures are now charged to earnings as they are incurred until the mineral property interest reaches the development stage. Significant costs related to mineral property acquisitions, including allocations for undeveloped mineral property interests, are capitalized until the viability of the mineral property interest is determined. When it has been established that a mineral deposit is commercially mineable and an economic analysis has been completed, the costs subsequently incurred to develop a mine on the property prior to the start of mining operations will be capitalized. The impact of this change on the previously reported December 31, 2008, consolidated financial statements is as follows:
| | | |
| As Previously Reported | Restatement
| As Restated
|
Mineral property interests at December 31, 2008 | $ 3,332,399
| $ (2,789,680)
| $ 542,719
|
Deficit at December 31, 2008 | $ 24,759,404 | $ 2,789,680 | $ 27,549,084 |
Changes to the statement of operations in the nine months ended December 31, 2008 |
|
|
|
Exploration expenses | -- | (786,520) | (786,520) |
Write-down of mineral property interests | (2,420,299) | 2,001,995 | (418,304) |
Write-down of equipment | -- | (95,708) | (95,708) |
Loss for the nine months ended December 31, 2008 | (3,137,460)
| 1,119,767
| (2,017,693)
|
Loss per share for the nine months ended December 31, 2008 | $(0.06)
| $0.02
| $(0.04)
|
Change in cumulative deficit, restated, December 31, 2008 | $ (24,759,404) | $ (2,789,680) | $ (27,549,084) |
8
CREAM MINERALS LTD.
(an exploration stage company)
Notes to the Consolidated Financial Statements
For the three and nine months ended December 31, 2009 and 2008
(expressed in Canadian dollars, unless otherwise stated)
(Unaudited – prepared by management)
4.
Mineral property interests
Detailed exploration expenditures incurred in respect to the Company’s mineral property interests owned, leased or held under option are disclosed in Note 14. Property payments made on the Company’s mineral property interests during the nine months ended December 31, 2009, are included in the property descriptions below.
| | | | |
Nine months ended December 31, 2009 | Opening Balance | Incurred
| Write-downs
| Closing Balance |
Casierra Property, Sierra Leone (a) | $ 1 | $ 25,466 | $ -- | $ 25,467 |
Kaslo Silver Property, British Columbia (b) | 11,160
|
823 |
-- |
11,983 |
Goldsmith and other properties, British Columbia (c) | 349,342
|
20,560 |
-- |
369,902 |
Manitoba Properties, Manitoba (d) | 227,221 | 16,752 | -- | 243,973 |
Nuevo Milenio, Mexico (e) | -- | -- | -- | -- |
Total Acquisition Costs | $ 587,724 | $ 63,601 | $ -- | $ 651,325 |
|
|
|
|
|
Year ended March 31, 2009 |
|
|
|
|
Casierra Property, Sierra Leone (a) | $ 113,325 | $ -- | $ 113,324 | $ 1 |
Kaslo Silver Property, British Columbia (b) | 10,337
| 823
| - --
| 11,160
|
Goldsmith and other properties, British Columbia (c) | 568,797
| 51,283
| 270,738
| 349,342
|
Manitoba Properties, Manitoba (d) | 163,571 | 97,900 | 34,250 | 227,221 |
Nuevo Milenio, Mexico (e) | -- | -- | -- | -- |
Total Acquisition Costs | $ 856,030 | $ 150,006 | $ 418,312 | $ 587,724 |
(a)
Casierra Diamond Licences, Sierra Leone
The Company had a 70% interest in production from an exclusive prospecting licence area for diamonds and other minerals and metals offshore in Sierra Leone, West Africa. The Company entered into an agreement with Casierra Diamond Corporation. (“CDC”) and its wholly-owned subsidiary, Casierra Development Fund Inc. (“CDF”) and issued 500,000 common shares and expended US$800,000 in exploration expenditures by March 16, 2007, for two licenses, one offshore and one onshore. A joint venture was to be formed between the parties and each party was to contribute to further expenditures on the licences in accordance with its interest, subject to certain conditions. Exploration activities were written off on all claims, and the Company did not renew the onshore license. During the nine months ended December 31, 2009, the Company renewed the 91.39-square kilometer offshore license Expl 8/2005 for one year. The annua l rent is US$250 per square kilometer, or US$23,000 annually.
(b)
Kaslo Silver Property, Kaslo, British Columbia, Canada
(i)
Bismark Claims
The Company holds a 100% interest in the property. The property is subject to a net smelter returns (“NSR”) royalty of 1.5% of which 50% can be purchased for the sum of $500,000.
9
CREAM MINERALS LTD.
(an exploration stage company)
Notes to the Consolidated Financial Statements
For the three and nine months ended December 31, 2009 and 2008
(expressed in Canadian dollars, unless otherwise stated)
(Unaudited – prepared by management)
4.
Mineral property interests (continued)
(ii) Black Bear Group of Claims
The Company holds a 100% interest in the claims. The claims are subject to a 3% NSR royalty from the production of gold and silver and 1.5% NSR royalty from the production of other metals from the property. The Company has the right to purchase 50% of the NSR royalty for $500,000 upon completion of a positive feasibility report.
(iii) Black Fox Claims
The Company holds a 100% interest in the Black Fox Silver claims.
(c)
British Columbia properties
The Company holds an option to acquire a 100% interest in the Goldsmith property comprised of the Goldsmith and Lucky Jack properties located near Kaslo, British Columbia. The Goldsmith option agreement calls for the issuance of 200,000 common shares (issued) and cash payments totalling $110,000 ($90,000 paid) over six years. The Lucky Jack option agreement calls for the issuance of 200,000 common shares (issued) and payments totalling $110,000 ($90,000 paid) over six years. The optionors will retain a 2.0% NSR royalty on all metals. The Company may acquire one half of the NSR royalty on each of the two properties for $1,000,000 each, upon commencement of commercial production or earlier.
(d)
Manitoba Properties
(i) Stephens Lake Property
The Company holds, jointly with Sultan Minerals Inc. (“Sultan”) and ValGold Resources Ltd. (“ValGold”), (the “Companies”) (See Note 9 (f)) a 75% interest in two staked claims, the Trout and Trout 1 claims. The Trout claim group has been written down to a nominal carrying value of $1, as no exploration programs are planned.
(ii) Wine Claims
In March 2006, the Company entered into an option agreement, as amended, to acquire 100% interest in the Wine Claim, MB 3964 and Wine 1 Claim, all located approximately 60 kilometres southeast of Flin Flon, Manitoba. The Company can earn its interest by making payments totalling $105,000 ($85,000 paid) and issuing 200,000 common shares (200,000 issued) over a 48-month period. The Company must also incur exploration expenditures on the property of $5,000 annually for four years. On completion of these obligations, the property will be subject only to a 2.0% NSR royalty payable to the optionor from the production of gold, silver and all base metals and other minerals. The Company has the right to reduce the NSR royalty to 1.0% by the payment of $1,000,000 to the optionor at any time up to and including the commencement of commercial production.
10
CREAM MINERALS LTD.
(an exploration stage company)
Notes to the Consolidated Financial Statements
For the three and nine months ended December 31, 2009 and 2008
(expressed in Canadian dollars, unless otherwise stated)
(Unaudited – prepared by management)
4.
Mineral property interests (continued)
(iii) Blueberry Property
During the nine months ended December 31, 2009, the Company optioned the Blueberry property from W.S. Ferreira Ltd., and staked additional claims forming part of the agreement. The property is located approximately 20 km north-east of Flin Flon, Manitoba. The option agreement provides for a payment of $100,000 and issuance of 400,000 shares (40,000 issued) over five years with a down payment of $10,000.
(e)
Nuevo Milenio Property, Nayarit, Mexico
The Company holds a 100% interest in the Nuevo Milenio Property, located in Nayarit, Mexico.
During the nine months ended December 31, 2009, the Company entered into an option agreement with Roca Mines Inc. (“Roca”) that will allow Roca to earn up to a 70% interest in the Nuevo Milenio Project. In order to acquire a 50% legal and beneficial interest in the Nuevo Milenio Project, Roca must spend a cumulative US$12,000,000 in exploration work on the property by July 24, 2013, in accordance with the following schedule:
-
US$1,000,000 by July 24, 2010
-
US$3,500,000 by July 24, 2011
-
US$7,000,000 by July 24, 2012 and,
-
US$12,000,000 by July 24, 2013
If Roca meets these requirements within four years, Roca will vest at 50% and will have a further option to earn a further 20% interest in the property, for a total interest of 70%, by completing at its own expense, a positive feasibility study within three years and three months from July 24, 2013 by a mutually acceptable qualified third party. Once Roca vests at 50% or 70% as applicable, the Company and Roca will form a joint venture, with all further costs to be shared on a pro rata basis. The property option agreement remains subject to title confirmation which has been completed and the completion of formal and definitive option joint venture documentation.
5.
Foreign value added taxes recoverable
The foreign value added taxes recoverable relates to value-added taxes paid on the purchase of goods and services in Mexico. These amounts are presented as a long-term asset until such time as the claims are filed with the Mexican authorities.
6.
Equipment
| | | | | | |
| December 31, 2009 | March 31, 2009 |
| Cost
| Accumulated Depreciation | Net Book Value | Cost
| Accumulated Depreciation | Net Book Value |
Vehicles | $ 40,367 | $ 37,504 | $ 2,863 | $ 40,367 | $ 33,203 | $ 7,164 |
Office equipment | 1,059 | 627 | 432 | 1,059 | 468 | 591 |
Computer equipment | 13,343 | 11,051 | 2,292 | 13,343 | 9,540 | 3,803 |
| $ 54,769 | $ 49,182 | $ 5,587 | $ 54,769 | $ 43,211 | $ 11,558 |
11
CREAM MINERALS LTD.
(an exploration stage company)
Notes to the Consolidated Financial Statements
For the three and nine months ended December 31, 2009 and 2008
(expressed in Canadian dollars, unless otherwise stated)
(Unaudited – prepared by management)
7.
Investments
| | | | |
December 31, 2009
|
Number of
Shares |
Cost
| Accumulated unrealized holding gains (loss) |
Fair Value
|
Publicly traded companies: | | | | |
ValGold Resources Ltd. | 100,000 | $ 30,000 | $ (25,500) | $ 4,500 |
Abitibi Mining Corp. | 7,000 | 210 | 140 | 350 |
Stingray Resources Ltd. | 2,016 | 698 | 532 | 1,230 |
Emgold Mining Corporation | 2,000 | 480 | (410) | 70 |
Sultan Minerals Inc. | 2,630 | 316 | (173) | 143 |
|
| 31,704 | (25,411) | 6,293 |
Non-public companies: |
|
|
|
|
Terra Gaia Inc. | 100,000 | 1 |
| 1 |
Quorum Management and Administrative Services Inc. (Note 9 (a)) |
1
|
1
|
- --
|
1
|
| | $ 31,706 | $ (25,411) | $ 6,295 |
| | | | |
March 31, 2009
|
Number of
Shares |
Cost
| Accumulated unrealized holding gains (loss) |
Fair Value
|
Publicly traded companies: | | | | |
ValGold Resources Ltd. | 100,000 | $ 30,000 | $ (28,000) | $ 2,000 |
Abitibi Mining Corp. | 7,000 | 210 | (35) | 175 |
Stingray Resources Ltd. | 2,016 | 698 | (204) | 494 |
Emgold Mining Corporation | 2,000 | 480 | (390) | 90 |
Sultan Minerals Inc. | 2,630 | 316 | (225) | 91 |
|
| 31,704 | (28,854) | 2,850 |
Non-public companies: |
|
|
|
|
Terra Gaia Inc. | 100,000 | 1 |
| 1 |
Quorum Management and Administrative Services Inc. (Note 9 (a)) | 1 | 1 | - | 1 |
| | $ 31,706 | $ (28,854) | $ 2,852 |
The Company’s investments are available-for-sale financial instruments and are measured at fair value with changes in fair value recorded in other comprehensive income until the investment is derecognized or impaired at which time the amounts would be recorded in net income.
Terra Gaia Inc. and Quorum Management and Administrative Services Inc. (“Quorum”), formerly LMC Management Services Ltd. are private companies. The Company wrote down its investment in Terra Gaia to a nominal value of $1 at March 31, 2006.
12
CREAM MINERALS LTD.
(an exploration stage company)
Notes to the Consolidated Financial Statements
For the three and nine months ended December 31, 2009 and 2008
(expressed in Canadian dollars, unless otherwise stated)
(Unaudited – prepared by management)
8.
Share capital
Authorized
Unlimited number of common shares without par value.
Issued and fully paid
64,716,988 common shares without par value
During the nine months ended December 31, 2009, the Company did not complete any private placements. (See Note 13).
Stock options
The Company has a 10% rolling stock option plan for its directors and employees to acquire common shares of the Company at a price determined by the fair market value of the shares at the date of grant. The Company may issue up to 6,471,699 common shares under the plan. At December 31, 2009, 4,851,500 (March 31, 2009, 5,427,600) stock options have been granted and are outstanding, exercisable for up to five years.
The Company’s stock option plan provides for immediate vesting or vesting at the discretion of the Company. Stock options granted during the year ended March 31, 2009, vested immediately, except for those granted to investor relations’ consultants, which vested at 25% immediately, and 25% every six months thereafter for 150,000 of the stock options and 25% every three months following the date of grant for 60,000 of the stock options granted. At December 31, 2009, 15,000 options remain unvested.
The following table summarizes information on stock options outstanding at December 31, 2009:
| | |
Exercise Price
| Number Outstanding
| Average Remaining Contractual Life |
$0.165 | 715,000 | 0.59 years |
$0.50 | 100,000 | 1.45 years |
$0.53 | 310,000 | 2.08 years |
$0.50 | 1,446,500 | 2.30 years |
$0.50 | 150,000 | 2.93 years |
$0.12 | 2,130,000 | 4.12 years |
| | 2.83 years |
A summary of the changes in stock options for the nine months ended December 31, 2009, is presented below:
| | |
| Number of Shares
| Weighted Average Exercise Price |
Balance, March 31, 2009 | 5,427,600 | $0.29 |
Expired | (416,100) | $0.30 |
Forfeited | (160,000) | $0.36 |
Balance, December 31, 2009 | 4,851,500 | $0.29 |
Vested, December 31, 2009 | 4,836,500 | $0.29 |
13
CREAM MINERALS LTD.
(an exploration stage company)
Notes to the Consolidated Financial Statements
For the three and nine months ended December 31, 2009 and 2008
(expressed in Canadian dollars, unless otherwise stated)
(Unaudited – prepared by management)
8.
Share capital (continued)
Share purchase warrants
As at December 31, 2009, the following share purchase warrants issued in connection with private placements were outstanding:
| | |
Number of Warrants | Exercise Price | Expiry Date |
9,818,400 | $0.10/$0.20 | January 28, 2010/2011 |
1,936,000 | $0.10 | January 28, 2010 |
| | |
A summary of the changes in warrants for the nine months ended December 31, 2009, is presented below:
| | |
| Number of Warrants
| Weighted Average Exercise Price |
Balance, March 31, 2009 | 16,144,805 | $0.17 |
Expired, unexercised | (4,360,405) | $0.36 |
Exercised | (30,000) | $0.10 |
Balance, December 31, 2009 | 11,754,400 | $0.10 |
9.
Related party transactions and balances
| | | | | | |
| | Nine months ended December 31, |
Services rendered (h): | 2009 | 2008 |
| Quorum Management and Administrative Services Inc. (a) | $ 328,145 | $ 297,493 |
| Lang Mining Corporation (b) | -- | 90,000 |
| Consulting (d) | 22,500 | 27,500 |
| Frank A. Lang, finance costs (c) | 16,218 | 23,984 |
| Director (e) | US 90,000 | US 76,500 |
| |
|
|
| | December 31, 2009 | March 31, 2009 |
| Balances payable to (g): |
|
|
| Quorum Management and Administrative Services Inc. (a) | $ 264,879 | $ 163,794 |
| Lang Mining Corporation (b) | 94,500 | 94,500 |
| Ainsworth Jenkins - Casierra project (c) | 40,082 | 47,253 |
| Directors (e) | 286,108 | 195,381 |
| Mr. Frank A. Lang, interest bearing (c) | 316,100 | 200,000 |
| Mr. Frank A. Lang, advances (c) | 720,000 | 720,000 |
| Mr. Frank A. Lang, accrued interest (c) | 39,208 | 22,990 |
| Mr. Frank A. Lang, expenses payable | 7,213 | 3,610 |
| | $ 1,768,090 | $ 1,447,528 |
14
CREAM MINERALS LTD.
(an exploration stage company)
Notes to the Consolidated Financial Statements
For the three and nine months ended December 31, 2009 and 2008
(expressed in Canadian dollars, unless otherwise stated)
(Unaudited – prepared by management)
9.
Related party transactions and balances (continued)
(a)
Management, administrative, geological and other services are provided by Quorum, a private company held jointly by the Company and other public companies to provide services on a full cost recovery basis to the various public entities currently sharing office space with the Company. Currently the Company has a 25% interest in Quorum. Three months of estimated working capital is required to be on deposit with Quorum under the terms of the services agreement. There is no difference between the cost of $1 and the equity value.
(b)
Lang Mining Corporation (“Lang Mining”) is a private company controlled by Frank A. Lang, the former president of the Company. Lang Mining provided management services to the Company at a rate of $10,000 per month from November 1, 2006, to December 31, 2008, when the fees were terminated until the financial situation of the Company has stabilized and the provision of any future management fees is determined.
(c)
Frank A. Lang holds approximately 34% of the issued and outstanding shares of Casierra Diamond Corporation, incorporated in British Columbia and its wholly-owned subsidiary company, Casierra Development Fund Inc., also incorporated in British Columbia, which held an interest in two prospecting licence areas for diamonds and other minerals and metals in Sierra Leone, West Africa.
In November 2007, the Company received regulatory approval to issue Frank A. Lang, a total of 411,764 common shares as bonus shares in lieu of interest to that date in consideration of a loan agreement, for which Mr. Lang initially advanced $700,000 to the Company without interest or repayment terms. The value of these shares was calculated at $140,000. Pursuant to the terms of the loan agreement, the Company commenced paying interest to Mr. Lang on a per annum rate of six percent (6%). Interest is payable quarterly commencing ninety (90) days from the date of regulatory approval, and interest payments will be payable every ninety (90) days thereafter until the loan is repaid in full. To March 31, 2009, Mr. Lang was repaid $500,000 of this interest-bearing loan. The loan and accrued interest thereon may be prepaid by the Company in whole or in part at any time and from time to time, without penalty.
All debt owing to Mr. Lang is unsecured. During the nine months ended December 31, 2009, Mr. Lang advanced an additional $116,100, with interest payable at 1% per month, with no specified terms of repayment. Other cash advances during the nine months ended December 31, 2009, are recorded as share subscriptions.
(d)
Consulting fees were paid or have been accrued, indirectly to Kent Avenue Consulting Ltd., a private company controlled by a director, Sargent H. Berner. These fees are payable through Quorum, and are also included in the balance for services provided by Quorum. Any amount owing to Kent Avenue Consulting Ltd. is owed to Quorum, and so is included in the net payable to Quorum.
(e)
Fees were paid or accrued to Fred Holcapek, a director of the Company and an officer of the subsidiary in Mexico, at a rate of US$10,000 per month for administrative and geological services.
(f)
The Company’s investments in public companies include shares of Emgold Mining Corporation, Sultan, and ValGold, companies with directors and management in common with the Company. The Company also holds interests in the Stephens Lake property jointly with Sultan and ValGold.
(g)
Balances payable to related parties, and balances receivable from related parties are non-interest bearing and due on demand, except where otherwise noted.
(h)
All related party 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.
15
CREAM MINERALS LTD.
(an exploration stage company)
Notes to the Consolidated Financial Statements
For the three and nine months ended December 31, 2009 and 2008
(expressed in Canadian dollars, unless otherwise stated)
(Unaudited – prepared by management)
10.
Financial instruments and risk management
The methods and assumptions used to estimate the fair value of financial instruments are described below:
The Company is exposed to potential loss from various risks including commodity price risk, interest rate risk, currency risk and liquidity risk. The significant risk is liquidity risk, as outlined in Note 1 – Going concern and nature of operations.
As at December 31, 2009, the classification of the financial instruments, as well as their carrying values and fair values, are shown in the table below:
,
| | | | |
| Held for trading | Other financial assets/liabilities | Total carrying value | Fair value
|
Financial assets | | | | |
Cash and cash equivalents | $ 63,383 | $ -- | $ 63,383 | $ 63,383 |
Amounts receivables | -- | 23,747 | 23,747 | 23,747 |
| 63,383 | 23,747 | 87,130 | 87,130 |
Financial liabilities |
|
|
|
|
Accounts payable and accrued liabilities | - --
| 628,767
| 628,767
|
|
Accounts payable, related parties | - --
|
1,768,090 |
1,768,090 |
|
| $ -- | $ 2,396,857 | $ 2,396,857 | |
The Company has determined the estimated fair values of its financial instruments based on appropriate valuation methodologies; however, considerable judgement is required to develop certain of these estimates. The estimated fair value amounts can be materially affected by the use of different assumptions or methodologies.
(a)
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure and financial leverage as outlined in note 11 to the consolidated financial statements. Accounts payable, and accrued liabilities and interest on the demand loan and accrued interest and other advances from a major shareholder are due within one year from the balance sheet date. (See Note 9 (c)).
The Company attempts to manage liquidity risk by maintaining sufficient cash and short-term investment balances. Liquidity requirements are managed based on expected cash flow to ensure there is sufficient capital to meet short-term obligations. The Company has been unable to maintain liquidity and has been dependent on small private placement financings and advances from a major shareholder. As described in Note 1, as at December 31, 2009, the Company has significant liquidity risk. All of the Company’s financial liabilities are due within one year.
16
CREAM MINERALS LTD.
(an exploration stage company)
Notes to the Consolidated Financial Statements
For the three and nine months ended December 31, 2009 and 2008
(expressed in Canadian dollars, unless otherwise stated)
(Unaudited – prepared by management)
10.
Financial instruments and risk management (continued)
(b)
Currency risk
The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Company operates in Canada and Mexico and a portion of its expenses are incurred in U.S. dollars and in Mexican pesos. A significant change in the currency exchange rates between the Canadian dollar and these currencies could have an effect on the Company’s results of operations, financial position or cash flows.
The Company has not hedged its exposure to currency fluctuations. At December 31, 2009, the Company is exposed to currency risk through the following assets and liabilities denominated in U.S. dollars and Mexican pesos.
| | |
| December 31, 2009 | March 31, 2009 |
U.S. Dollars | | |
Cash and cash equivalents | 17,705 | 53,239 |
Accounts payable and accrued liabilities | (283,169) | (223,038) |
Mexican Pesos |
|
|
Cash and cash equivalents | 34,149 | 33,384 |
Foreign value-added taxes recoverable | 175,059 | 176,794 |
Accounts payable and accrued liabilities | (166,165) | (127,487) |
Based on the above net exposures at December 31, 2009, and assuming that all other variables remain constant a 10% appreciation or depreciation of the Canadian dollar against the U.S. dollar and the Canadian dollar against the Mexican peso would result in an increase/decrease of $22,242 in the Company’s loss from operations.
11.
Management of capital
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development of its mineral property interests in Canada and Mexico and to maintain a flexible capital structure which optimizes the costs of capital.
In the management of capital, the Company includes the components of shareholders’ equity. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may issue new shares, issue debt or acquire or dispose of assets.
In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. In the past fiscal year, two private placements of common shares were completed, but did not provide sufficient funding for operational activities and repayment of loans received from a major shareholder in the nine months ended December 31, 2009, and additional advances since December 31, 2009. There can be no assurances that the Company will be able to continue raising capital in this manner. A portion of the Company’s loans from a shareholder require repayment of interest and principal, but as all funds must be raised from equity investment, the Company is unable to make any payments of interest or principal. Other loans from the major shareholder bear no interest or fixed terms of repayment. All payables are unsecured.
17
CREAM MINERALS LTD.
(an exploration stage company)
Notes to the Consolidated Financial Statements
For the three and nine months ended December 31, 2009 and 2008
(expressed in Canadian dollars, unless otherwise stated)
(Unaudited – prepared by management)
11.
Management of capital (continued)
Although the Company has been successful at raising funds in the past through the issuance of share capital, it is uncertain whether it will be able to continue this form of financing due to the current difficult conditions. The Company currently does not have sufficient funds for operations, and will need to rely on equity financings, or forms of joint venture or other types of financing to continue exploration work and to meet its administrative overhead costs for the coming year.
The Company’s investment policy is to invest its excess cash in highly liquid short-term interest-bearing investments with maturities of 90 days or less from the original date of acquisition, selected with regards to the expected timing of expenditures from continuing operations. The Company will need to do a financing through the issuance of common shares to continue in operations. The Company has reduced its cash requirements through the joint venture on the Nuevo Milenio property in Mexico.
12.
Comparative figures
Certain comparative figures have been reclassified in order to conform to the current period’s financial statement presentation.
13.
Subsequent event
Subsequent to December 31, 2009, the Company announced a non-brokered private placement financing of up to 20,000,000 units, at a price of $0.07 per unit. Each unit will be comprised of one common share and one non-transferable share purchase warrant. Each warrant will entitle the holder to purchase one additional common for a period of 24 months at an exercise price of $0.10 for a period of 12 months and at a price of $0.15 for the remaining 12-month period.
Compensation may be paid to certain eligible arm's-length parties (the "Finders"), where such Finders arrange for subscribers to the private placements, and may be comprised of cash and/or units of the Company (a "Finder's Unit"). The maximum number of Finder's Units that may be issued will be a number equal to 10% of the number of the units sold by such Finders. Each Finder's Unit will consist of one common share and one non-transferable share purchase warrant (the "Finder's Unit Warrant"). Each Finder's Unit Warrant will entitle the holder, on exercise, to purchase one additional common share of the Company (a "Finder's Unit Warrant Share") for a period of 24 months following the date of issue of the Finder's Unit at an exercise price of $0.10 per Finder's Unit Warrant Share for a period of 12 months from the date of issue of the Finder's Unit Warrant and at a price of $0.15 per Finder's Unit Wa rrant Share for the remaining 12-month period.
If the Company shares trade at or above $0.30 per share for 10 consecutive trading days, the Company may, at its discretion, accelerate the expiration of the warrants and Finder's Unit Warrants by providing notice in writing to the holders of such securities, whereby the warrants and Finder's Unit Warrants will expire within 30 days from the date of such written notice.
18
CREAM MINERALS LTD.
(an exploration stage company)
Notes to the Consolidated Financial Statements
For the three and nine months ended December 31, 2009 and 2008
(expressed in Canadian dollars, unless otherwise stated)
(Unaudited – prepared by management)
14.
Exploration costs
| | | | | | |
Nine months ended December 31, 2009 |
Casierra Property, Sierra Leone |
Kaslo Silver Property, British Columbia |
Goldsmith and Other Properties, British Columbia | Blueberry, Wine and Other Manitoba Properties, Manitoba |
Nuevo Milenio Property, Mexico |
Total December 31, 2009 |
Exploration and development expenses |
|
| |
|
|
|
Incurred during the period | | | |
|
|
|
Assay and analysis | -- | -- | -- | -- | 18,169 | 18,169 |
Geological and geophysical | 2,877 | 708 | 2,500 | 111,042 | 119,401 | 236,528 |
Site activities | 10,000 | 233 | 315 | 282 | 133,594 | 144,424 |
Travel and accommodation | 460 | -- | -- | 30,676 | 10,530 | 41,666 |
Total Expenses, December 31, 2009 | $ 13,337 | $ 941 | $ 2,815 | $ 142,000 | $ 281,694 | $ 440,787 |
19
CREAM MINERALS LTD.
(an exploration stage company)
Notes to the Consolidated Financial Statements
For the three and nine months ended December 31, 2009 and 2008
(expressed in Canadian dollars, unless otherwise stated)
(Unaudited – prepared by management)
14.
Exploration costs
| | | | | | |
Nine months ended December 31, 2008 |
Casierra Property, Sierra Leone
|
Kaslo Silver Property, British Columbia | Goldsmith and Other Properties, British Columbia |
Manitoba Properties, Manitoba
|
Nuevo Milenio Property, Mexico | Total
December 31, 2008 (restated) |
|
|
|
|
|
|
|
Exploration and development expenses |
|
|
|
|
|
|
March 31, 2008, as previously reported | 1,408,191 | 151,762 | 246,931 | 240,597 | 1,861,966 | 3,909,447 |
Adjustments | (1,408,191) | (151,762) | (246,931) | (240,597) | (1,861,966) | (3,909,447) |
Restated, March 31, 2008 | -- | -- | -- | -- | -- | -- |
Incurred during the period |
|
|
|
|
|
|
Assays and analysis | -- | -- | 8,824 | -- | 1,690 | 10,514 |
Community relations | 32,040 | -- | -- | -- | -- | 32,040 |
Dredging and bulk sampling | 112,276 | -- | -- | -- | -- | 112,276 |
Geological and geophysical | 8,623 | 274 | 16,081 | 75,739 | 141,685 | 242,402 |
Site activities | 203,426 | 36 | 924 | 243 | 109,121 | 313,750 |
Stock-based compensation | 5,168 | -- | -- | -- | 6,134 | 11,302 |
Travel and accommodation | 30,955 | -- | 5,455 | -- | 14,768 | 51,178 |
Trenching | -- | -- | 13,058 | -- | -- | 13,058 |
Total Expenses, December 31, 2008 | $ 392,488 | $ 310 | $ 44,342 | $ 75,982 | $ 273,398 | $ 786,520 |
20
CREAM MINERALS LTD.
(an exploration stage company)
Notes to the Consolidated Financial Statements
For the three and nine months ended December 31, 2009 and 2008
(expressed in Canadian dollars, unless otherwise stated)
(Unaudited – prepared by management)
14.
Exploration costs
| | | | | | |
Year ended March 31, 2009
|
Casierra Property, Sierra Leone
|
Kaslo Silver Property, British Columbia | Goldsmith and Other Properties, British Columbia |
Manitoba Properties, Manitoba
|
Nuevo Milenio Property, Mexico |
Total March 31, 2009 |
|
|
|
|
|
|
|
Exploration and development expenses |
|
|
|
|
|
|
March 31, 2008, as previously reported | 1,408,191 | 151,762 | 246,931 | 240,597 | 1,861,966 | 3,909,447 |
Adjustments | (1,408,191) | (151,762) | (246,931) | (240,597) | (1,861,966) | (3,909,447) |
Restated, March 31, 2008 | -- | -- | -- | -- | -- | -- |
Incurred during the year |
|
|
|
|
|
|
Assays and analysis | -- | -- | 8,824 | -- | 2,842 | 11,666 |
Community relations | 32,040 | -- | -- | -- | -- | 32,040 |
Dredging and bulk sampling | 112,276 | -- | -- | -- | -- | 112,276 |
Geological and geophysical | 8,623 | 313 | 16,308 | 75,739 | 174,583 | 275,566 |
Site activities | 191,578 | 46 | 1,003 | 1,742 | 147,280 | 341,649 |
Stock-based compensation | (3,888) | -- | -- | -- | 23,785 | 19,897 |
Travel and accommodation | 30,955 | -- | 5,456 | - | 17,239 | 53,650 |
Trenching | -- | -- | 13,058 | -- | -- | 13,058 |
Write-off of equipment, net of recoveries | 93,187 | -- | -- | -- | -- | 93,187 |
Total Expenses, March 31, 2009 | $ 464,771 | $ 359 | $ 44,649 | $ 77,481 | $ 365,729 | $ 952,989 |
21