CAUTIONARY NOTE TO U.S. INVESTORS REGARDING RESOURCE AND RESERVE ESTIMATES
This Annual Report on Form 20-F has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) -CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ from the definitions in United States Securities and Exchange Commission (“SEC”) Industry Guide 7 under the United States Securities Act of 1993, as amended (the “Securities Act”). Under SEC Industry Guide 7 standards, a “final” or 7;bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.
In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC Industry Guide 7 standards as in place tonnage and grade without reference to unit measures.
Accordingly, information contained in this Annual Report on Form 20-F and the documents incorporated by reference herein contain descriptions of our mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.
GLOSSARY OF MINING TERMS
The following are abbreviations and definitions of terms commonly used in the mining industry and this Annual Report on Form 20-F:
| |
Aeromagnetic survey | A geophysical survey using a magnetometer aboard, or towed behind, an aircraft. |
Ag | The chemical symbol for silver. |
Au | The chemical symbol for gold. |
Andesite | Fine-grain generally volcanic rock composed of feldspar, hornblende and other minor minerals. |
| |
Anomaly | Any departure from the norm which may indicate the presence of mineralization in the underlying bedrock. |
Anorthosite | Light grey to almost black rock, composed chiefly of calcium feldspar. |
Aphebian | Period of time in the Earth’s history between 2.5 and 1.8 billion years ago. |
Archean | Period of time in the Earth’s history between 3.8 and 2.5 billion years ago. |
Assay | A chemical test performed on a sample of ores or core to determine the amount of valuable metals contained. |
Assessment Work | The amount of work, specified by mining law, that must be performed each year in order to retain legal control of mining claims. |
Audio-Magnetotellurics (AMT) | An geophysical method that measures the Earth’s varying electric and magnetic fields. |
Basin | A round or oval depression in the Earth's surface, containing the youngest section of rock in its lowest, central part. |
Batholith | A large mass of igneous rock extending to great depth with its upper portion dome-like in shape. Similar, smaller masses of igneous rocks are known as bosses or plugs. |
Breccia | A rock in which angular fragments are surrounded by a mass of fine-grained minerals. |
Chalcopyrite | A sulphide mineral of copper and iron; the most important ore mineral of copper. |
Channel Sample | A sample composed of pieces of vein or mineral deposit that have been cut out of a small trench or channel, usually about 10 cm wide and 2 cm deep. |
Chip Sample | A method of sampling a rock exposure whereby a regular series of small chips of rock is broken off along a line across the face. |
Claim | Holder usually has the right to carry out mineral exploration and apply to mine on the located area. |
Cretaceous | The third and latest of the periods in the Mesozoic Era. |
Diamond Drill | A rotary type of rock drill that cuts a core of rock that is recovered in long cylindrical sections, 2 cm or more in diameter. |
Dickite | Dickite is a polymorphic alumino-silicate clay that is formed from hydrothermal environments. |
Diorite | An intrusive igneous rock composed chiefly of plagioclase, hornblende, biotite or pyroxene. |
EM Survey | A geophysical survey method which measures the electromagnetic properties of rocks. |
Exploration | Prospecting, sampling, mapping, diamond drilling and other work involved in searching for ore. |
Fault | Fracture in the Earth’s crust, along which there has been displacement of the sides relative to one another parallel to the fracture. |
Gabbro | A dark, coarse-grained intrusive igneous rock composed chiefly of feldspar and pyroxene. |
Geophysical Surveys | The use of one or more geophysical techniques in geophysical exploration. |
Grab Samples | A sample of rock or sediment taken more or less indiscriminately at any place. |
Gravity Gradient Survey | A geophysical method used to map and mathematically model underground fault structures based on measurements of the gravity of rocks. |
Gneiss | Layered granite-like rock. |
Gossan | An iron-oxide rich weathered product overlying a sulphide deposit. |
Granite | A coarse-grained intrusive igneous rock consisting of quartz, feldspar and mica. |
g/t | Grams per tonne. |
Hydrothermal Alteration | Rock alteration simply means changing the mineralogy of the rock. The old minerals are replaced by new ones because there has been a change in the conditions. These changes could be changes in temperature, pressure, or chemical conditions or any combination of these. Hydrothermal alteration is a change in the mineralogy as a result of interaction of the rock with hot water fluids, called “hydrothermal fluids”. |
Hydrothermal Fluids | Hydrothermal fluids cause hydrothermal alteration of rocks by passing hot water fluids through the rocks and changing their composition by adding or removing or redistributing components. Temperatures can range from weakly elevated to boiling. Fluid composition is extremely variable. They may contain various types of gases, salts (briney fluids), water, and metals. |
Illite | Illite is a layered alumino-silicate clay that is formed from hydrothermal environments. |
Induced Polarization (IP) | A geophysical survey method which measures the electrochemical properties of rocks. Time domain IP methods measure the voltage decay or chargeability over a specified time interval after the induced voltage is removed. Frequency domain IP methods use alternating currents (AC) to induce electric charges in the subsurface, and the apparent resistivity is measured at different AC frequencies. |
IOCG | Iron-Oxide Copper Gold style mineralization. |
Km | A measure of distance known as a kilometre. |
Leach | To dissolve from a rock. For example, when acidic water passes through fractured rocks, soluble minerals leach or dissolve from the rocks. |
Lode | Zone of mineralization (or ore) in rock, as opposed to placer. |
Mo | The chemical symbol for molybdenum. |
Mg | The chemical symbol for magnesium. |
Mafic | Igneous rocks with dark minerals. |
Mesozoic Era | One of the eras of geologic time, follows the Paleaozoic and succeeded by the Cenozoic. |
Metallurgy | The study of extracting metals from their ores. |
Mineralization | The concentration of metals and their chemical compounds within a body of rock. |
Monzonite | Coarse grain igneous rock composed of feldspar, hornblende, biotite and often quartz. |
Ni | The chemical symbol for nickel. |
NSR | Net Smelter Returns. A royalty paid from the sale of mined minerals. |
NT | Northwest Territories, Canada. |
Opt | Ounce per short ton. |
Ore | A natural aggregate of one or more minerals, which at a specified time and place, may be mined and sold at a profit, or which from some part may be profitably separated. |
Oz | A measure of weight known as an ounce. Precious metals are generally reported in ounces troy weight. One troy ounce equals about 31.1 grams. |
Paleozoic | Era of geologic time between Proterozoic and Mesozoic. |
Phanerozoic | Period of time in Earth’s history between 544 million year ago and present. |
Placer | A deposit of sand and gravel containing valuable metals such as gold, tin or diamonds. |
Proterozoic | Period of time in Earth’s history between 2.5 billion years ago and 544 million years ago. |
Ppm | Parts per million. Most often reported by weight which is then equivalent to grams per metric ton. |
Pyrite | A yellow iron sulphide mineral, normally of little value. It is sometimes referred to as "fool's gold". |
Radiometric dating | The calculation of an age in years of geologic materials by any one of several age determination methods based on nuclear decay of natural radioactive elements contained in the material. |
Sample | A small portion of rock or a mineral deposit taken so that the metal content can be determined by assaying. |
Sampling | Selecting a fractional but representative part of a mineral deposit for analysis. |
Shear or shearing | The deformation of rocks by lateral movement along innumerable parallel planes, generally resulting from pressure and producing such metamorphic structures as cleavage and schistosity. |
Strike | The coarse or bearing of a bed or layer of rock. |
Tailings | Material rejected from a mill after most of the recoverable valuable minerals have been extracted. |
Th | The chemical symbol for thorium. |
Tonne | Metric ton equals 1,000 kilograms or approximately 2,204 pounds. |
Ton | Short ton (or standard ton) equals 2,000 pounds. |
U | The chemical symbol for uranium. |
U3O8 | Uranium oxide. The mixture of uranium oxides produced after milling uranium ore from a mine. Sometimes loosely called “yellowcake”. It is yellow in colour and is usually represented by the empirical formula U3O8. Uranium is sold in this form. |
Unconformity | A boundary separating two or more rocks of markedly different ages, marking a gap in the geologic record. |
| |
Uraninite | A mineral consisting of uranium oxide and trace amounts of radium and thorium and polonium and lead and helium; uraninite in massive form is called pitchblende which is the chief uranium ore. |
V2O5 | Vanadium oxide. It is usually represented by the empirical formula V2O5. |
Vein | A fissure, fault or crack in a rock filled by minerals that have travelled upwards from some deep source. |
Volcanic rocks | Igneous rocks formed from magma that has flowed out or has been violently ejected from a volcano. |
| |
VTEM | Variable time-domain electro-magnetics. A geophysical survey method. |
CONVERSION TABLE
In this Annual Report on Form 20-F a combination of Imperial and metric measures are used. Conversions from Imperial measure to metric and from metric to Imperial are provided below:
| | | |
Imperial Measure = | Metric Unit | Metric Measure = | Imperial Unit |
2.47 acres | 1 hectare | 0.4047 hectares | 1 acre |
3.28 feet | 1 meter | 0.3048 meters | 1 foot |
0.62 miles | 1 kilometer | 1.609 kilometers | 1 mile |
0.032 ounces (troy) | 1 gram | 31.1 grams | 1 ounce (troy) |
1.102 tons (short) | 1 tonne | 0.907 tonnes | 1 ton |
0.029 ounces (troy)/ton | 1 gram/tonne | 34.28 grams/tonne | 1 ounce (troy/ton) |
1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 20-F and the exhibits attached hereto contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concern the Company’s anticipated results and developments in the Company’s operations in future periods, planned exploration and development of its properties, plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Statements concerning reserves and mineral resource estimates may also be deemed to constitute forward-looking statements to the extent that they involve estimates of the mineralization that will be encountered if the property is developed, and in the case of mineral reserves, such statements reflect the conclusion based on ce rtain assumptions that the mineral deposit can be economically exploited. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” (or the negative and grammatical variations of any of these terms and similar expressions) be taken, occur or be achieved,) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results t o differ from those expressed or implied by the forward-looking statements, including, without limitation:
·
risks related to our status as a passive foreign investment company for U.S. tax purposes;
·
risks related to our history of operating losses;
·
risks related to our lack of production history;
·
risks related to our limited financial resources;
·
risks related to our need for additional financing;
·
risks related to competition in the mining industry;
·
risks related to increased costs;
·
risks related to possible shortages in equipment;
·
risks related to mineral exploration activities;
·
risks related to our lack of insurance for certain activities;
·
risks related to all our properties being in the exploration stage;
·
risks related to uncertainty that our properties will ultimately be developed;
·
risks regarding resource estimates;
·
risks related to differences between U.S. and Canadian practices for reporting resources and reserves
·
risks related to our management’s limited experience in mineral exploration;
·
risks related to fluctuations in precious and base metal prices;
·
risks related to the possible loss of key management personnel;
·
risks related to possible conflicts of interest;
·
risks related to our mineral properties being subject to prior unregistered agreements, transfers, or claims and other defects in title;
·
risks related to governmental and environmental regulations;
·
risks related to our ability to obtain necessary permits;
·
risks related our status as a foreign corporation;
·
risks related to current economic conditions; and
·
other risks related to our securities.
This list is not exhaustive of the factors that may affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further in the sections entitled “Risk Factors”, “Information on the Company” and “Operating and Financial Review and Prospects” and in the exhibits attached to this Annual Report on Form 20-F. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking statements. The Company’s forward-looking statements are based on beliefs, expectations and opinions of management on the date the statements are made and the Company does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions change, except as required by law. For t he reasons set forth above, investors should not place undue reliance on forward-looking statements.
2
PART I
All references in this Annual Report on Form 20-F (“Annual Report”) to the terms “we”, “our”, “us”, “the Company” and “Alberta Star” refer to Alberta Star Development Corp.
ITEM 1 – IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not Applicable.
ITEM 2 – OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable.
ITEM 3 – KEY INFORMATION
A.
Selected Financial Data
The following information has been extracted from the Company’s financial statements for the years indicated and is expressed in Canadian dollars. The information should be read in conjunction with “Item 5. Operating and Financial Review and Prospects – A. Operating Results and B. Liquidity and Capital Resources” and the audited annual financial statements of the Company filed herewith.
Our financial statements included in this Annual Report have been prepared in accordance with genreally accepted accounting principles (“GAAP”) in Canada. There are several material differences between Canadian GAAP and U.S. GAAP that are applicable to the financial information disclosed or summarized herein. The first table presents this financial data in accordance with US GAAP, the second table presents the data in accordance with Canadian GAAP. Reference is also made to Note 18 in the attached financial statements for an explanation of material differences between Canadian GAAP and U.S. GAAP. The following table summarizes information pertaining to operations of the Company for the last five fiscal years ended November 30.
All amounts within this Annual Report are in Canadian dollars, unless otherwise indicated.
| | | | | | |
US GAAP | Fiscal Year Ended November 30 |
| 2008 | 2007 | 2006 | 2005 | 2004 |
Net operating revenue | Nil | Nil | Nil | Nil | Nil |
Loss from operations | ($6,489,209) | ($14,784,688) | ($13,060,169) | ($2,832,810) | ($1,889,340) |
Loss from continuing operations | ($6,489,209) | ($14,784,688) | ($13,060,169) | ($2,832,810) | ($1,889,340) |
Comprehensive loss for the year | ($6,489,209) | ($14,870,688) | ($13,022,169) | ($2,784,810) | ($1,889,340) |
Loss from operations per share | ($0.06) | ($0.15) | ($0.16) | ($0.06) | ($0.07) |
Loss from continuing operations per share | ($0.06) | ($0.15) | ($0.16) | ($0.06) | ($0.07) |
Total assets | $17,880,351 | $24,384,800 | $30,798,020 | $11,978,824 | $2,155,878 |
Net assets | $16,107,618 | $22,758,444 | $30,332,098 | $11,899,236 | $2,071,876 |
Capital stock | $59,518,839 | $59,680,456 | $52,469,422 | $20,976,391 | $8,316,221 |
Number of shares | 104,686,561 | 104,536,561 | 96,251,717 | 70,914,983 | 37,527,290 |
Dividends per common share | Nil | Nil | Nil | Nil | Nil |
Diluted net income (loss) per share | ($0.06) | ($0.15) | ($0.16) | ($0.06) | ($0.07) |
| | | | | |
Canadian GAAP | Fiscal Year Ended November 30 |
| 2008 | 2007 | 2006 | 2005 | 2004 |
Net operating revenue | Nil | Nil | Nil | Nil | Nil |
Loss from operations | ($6,489,209) | ($7,916,250) | ($11,630,209) | ($2,832,810) | ($957,202) |
Loss from continuing operations | ($6,489,209) | ($7,916,250) | ($11,630,209) | ($2,832,810) | ($957,202) |
Comprehensive loss for the year | ($6,489,209) | ($7,916,250) | ($11,630,209) | ($2,832,810) | ($957,202) |
Loss from operations per share | ($0.062) | ($0.079) | ($0.139) | ($0.064) | ($0.035) |
Loss from continuing operations per share | ($0.062) | ($0.079) | ($0.139) | ($0.064) | ($0.035) |
Total assets | $17,880,351 | $24,384,800 | $30,798,020 | $11,978,824 | $2,155,878 |
Net assets | $16,107,618 | $22,758,444 | $30,332,098 | $11,899,236 | $2,071,876 |
Capital stock | $49,956,797 | $50,118,414 | $49,775,818 | $19,712,747 | $7,052,577 |
Number of shares | 104,686,561 | 104,536,561 | 96,251,717 | 70,914,983 | 37,527,290 |
Dividends per share | Nil | Nil | Nil | Nil | Nil |
Diluted net income (loss) per share | ($0.062) | ($0.079) | ($0.139) | ($0.064) | ($0.035) |
| | | | | |
Currency and Exchange Rates
Since June 1, 1970, the Government of Canada adopted a floating exchange rate to determine the value of the Canadian dollar as compared to the US dollar. On March 12, 2009, the exchange rate in effect for Canadian dollars exchanged for US dollars, expressed in terms of Canadian dollars was $1.2905. This exchange rate is based on the noon buying rates of the Bank of Canada, as obtained from the websitewww.bankofcanada.ca.
For the past five fiscal years ended November 30, 2008, and for the three month period between December 1, 2008, and February 28, 2009, the following exchange rates were in effect for Canadian dollars exchanged for US dollars, calculated in the same manner as above:
| | |
Period | | Average |
Year ended November 30, 2004 | $ | 1.3093 |
Year ended November 30, 2005 | $ | 1.2163 |
Year ended November 30, 2006 | $ | 1.1350 |
Year ended November 30, 2007 | $ | 1.0865 |
Year ended November 30, 2008 | $ | 1.0469 |
| | | | |
Period | | Low | | High |
Month ended February 28, 2009 | $ | 1.2192 | $ | 1.2707 |
Month ended January 31, 2009 | $ | 1.1823 | $ | 1.2741 |
Month ended December 31, 2008 | $ | 1.1965 | $ | 1.2969 |
Month ended November 30,2008 | $ | 1.1477 | $ | 1.2952 |
Month ended October 31, 2008 | $ | 1.0585 | $ | 1.2995 |
Month ended September 30, 2008 | $ | 1.0298 | $ | 1.0821 |
B.
Capitalization and Indebtedness
Not Applicable.
C.
Reasons for the Offer and Use of Proceeds
Not Applicable.
D.
Risk Factors
An investment in our common shares is highly speculative and subject to a number of known and unknown risks. Only those persons who can bear the risk of the entire loss of their investment should purchase our securities. An investor should carefully consider the risks described below and the other information that we file with the SEC and with Canadian securities regulators before investing in our common shares. The risks described below are not the only ones faced. Additional risks that we are not currently aware of or that we currently believe are immaterial may become important factors that affect our business. If any of these risks occur, operating results and financial conditions could be seriously harmed, the market price of our common shares could decline and the investor may lose all of their investment. The risk factors set forth below and elsewhere in this Annual Repo rt, and the risks discussed in our other filings with the SEC and Canadian securities regulators may have a significant impact on our business, operating results and financial condition and could cause actual results to differ materially from those projected in any forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements”.
In addition to other information in this Annual Report, you should carefully consider the following risk factors in evaluating our business.
Risks Related to the Business of Alberta Star
Likely Passive Foreign Investor Company (“PFIC”) Status Has Possible Adverse Tax Consequences for U.S. Investors
Current holders of and potentialinvestors in our common shares who are U.S. taxpayers should be aware that Alberta Star expects to be a passive foreign investment company (“PFIC”) for the current fiscal year, and may have been a PFIC in prior years and may also be a PFIC in subsequent years. If Alberta Star is a PFIC for any year during a U.S. taxpayer’s holding period, then such U.S. taxpayers generally will be required to treat any so-called “excess distribution” received on its common shares, or any gain realized upon a disposition of common shares, as ordinary income and to pay an interest charge on a portion of such distributions or gain, unless the taxpayer makes a qualified electing fund (“QEF”) election or a mark-to-market election with respect to the shares of Alberta Star. In certain circumstances, the sum of the tax and the interest charge may exceed the amount of the excess distribution received, or the amount of proceeds of disposition realized, by the taxpayer. A U.S. taxpayer who makesa QEF election generally must report on a current basis its share of Alberta Star’s net capital gain and ordinary earnings for any year in which Alberta Star is a PFIC, whether or not Alberta Star distributes any amounts to its shareholder s. A U.S. taxpayer who makes the mark-to-market election generally must include as ordinary income each year the excess of the fair market value of the common shares over the taxpayer’s basis therein. U.S. taxpayers are advised to seek the counsel of their professional tax advisors. This paragraph is qualified in its entirety by the discussion below under the heading “Taxation—Certain U.S. Federal Income Tax Considerations.” Each U.S. taxpayer should consult his or her own tax advisor regarding the U.S. federal, U.S. state and local, and foreign tax consequences of the PFIC rules and the acquisition, ownership, and disposition of our common shares.
We have a history of losses.
We have incurred losses in our business operations since inception, and we expect that we will continue to lose money for the foreseeable future. Since our incorporation on September 6, 1996, to November 30, 2008, we incurred losses determined under US GAAP totalling $43,411,221. Very few junior mining resource companies ever become profitable. Failure to achieve and maintain profitability may adversely affect the market price of our common stock. There can be no assurance that we will achieve profitability in the future or at all.
We have not identified any commercially viable mineral deposits. We have not commenced development or commercial production on any of our properties. We have no history or earnings or cash flow from operations. We do not have a line of credit and our only present source of funds available may be through the sale of our equity shares or assets. Even if the results of exploration are encouraging, we may not have the ability to raise sufficient funds to conduct further explorations to determine whether a commercially mineable deposit exists on any of our properties. While additional working capital may be generated through the issuance of equity or debt, the sale of properties or possible joint venturing of the properties, we cannot assure you that any such funds will be available for operations on acceptable terms, if at all.
In addition, should we be unable to continue as a going concern, realization of assets and settlement of liabilities in other than the normal course of business may be at amounts significantly different from those contained in our financial statements.
We have no production history from our mineral properties.
We have no history of producing metals from any of our properties as each of our properties are in the exploration stage. Advancing properties from exploration into the development stage requires significant capital and time, and successful commercial production from a property, if any, will be subject to completing positive feasibility studies, permitting and construction of the mine, processing plants and roads and other related works and infrastructure. As a result, we are subject to all the risks associated with developing and establishing new mining operations and business enterprises including:
·
Completion of feasibility studies to define reserves and commercial viability, including the ability to find sufficient mineral reserves to support a commercial mining operation;
·
The timing and cost, which can be considerable, of further exploration, preparing feasibility studies, permitting and construction of infrastructure, mining and processing facilities;
·
The availability and costs of drill equipment, qualified exploration personnel, skilled and reliable labour and mining and processing equipment, if required;
·
The availability and cost of appropriate smelting and/or refining arrangements, if required;
·
Compliance with environmental and other governmental approval and permit requirements;
·
The availability of funds to finance exploration, development and construction activities, as warranted;
·
Potential opposition from non-governmental organizations, environmental groups, local groups or local inhabitants which may delay or prevent development activities; and
·
Potential increases in exploration, construction and operating costs due to changes in the cost of fuel, power, materials and supplies.
The costs, timing and complexities of exploration, development and construction activities may be increased by the location of our properties and demand by other mineral exploration and mining companies. It is common in exploration programs to experience unexpected problems and delays during drill programs and, if warranted, development, construction and mine start-up. Accordingly, our activities may not result in profitable mining operations and we may not succeed in establishing mining operations or profitability producing metals at any of our properties.
We generally have limited financial resources and no source of cash flow.
Although we believe we have sufficient funds to meet our current obligations, we currently have no external sources of liquidity, and all additional funding required for our activities for the foreseeable future will be obtained from the sale of our securities. Should we elect to satisfy our cash commitments through the issuance of securities, by way of either private placement or public offering, there can be no assurance that our efforts to raise such funding will be successful, or achieved on terms favourable to us or our shareholders. Such financings, to the extent they are available may result in substantial dilution to our existing shareholders.
Failure to obtain additional financing on a timely basis could cause us to forfeit all or a portion of our interests in the assets or rights now held by us and our ability to continue as a going concern .. As described in Note 1 to our consolidated financial statements, our consolidated financial statements have been prepared on the assumption that we will continue as a going concern, meaning that we will continue in operation for the foreseeable future, and will be able to realize assets and discharge our liabilities in the ordinary course of operations. There can be no assurance that we will be able to continue as a going concern.
If we do not obtain additional financing, our business will fail.
Our current operating funds are less than necessary to complete exploration of our mineral claims, and therefore we will need to obtain additional financing in order to complete our business plan. As of November 30, 2008, we had $17,367,576 in cash on hand. Cash on hand at the date of filing this Annual Report is approximately $16,700,000.
Our business plan calls for significant expenses in connection with the exploration of our mineral claims. We will require additional financing in order to complete these activities. In addition, we will require additional financing to sustain our business operations if we are not successful in earning revenues once exploration is complete. We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required.
The business of mineral exploration is highly competitive and there is no assurance we can compete with other competitors for financing, qualified personnel and other resources related to the operation of our business.
Significant competition exists for the limited number of property acquisition opportunities available. As a result of this competition, some of which is with large, established mining companies with substantial capabilities and greater financial and technical resources than us, we may be unable to acquire attractive mining properties on terms we consider acceptable. Competition in the precious metals mining industry is primarily for mineral rich properties which can be developed and exploited economically; the technical expertise to find, develop, and produce such properties; the labour to operate the properties; and the capital for the purpose of funding such properties. Many competitors not only explore for and mine precious metals and minerals but conduct refining and marketing operations on a worldwide basis. Such competition may result in our being unable to acquire desired properties, to recruit or retain qualified employees, to obtain necessa ry exploration, development or production equipment or to acquire the capital necessary to fund our operations and develop our properties. Our inability to compete with other mining companies for these resources may have a material adverse effect on our results of operation and business. There can be no assurance that our exploration and acquisition programs will yield any reserves or result in any commercial mining operation.
Increased costs could affect our financial condition.
We anticipate that costs at our projects that we may explore or develop, will frequently be subject to variation from one year to the next due to a number of factors, such as changing ore grade, metallurgy and revisions to mine plans, if any, in response to the physical shape and location of the ore body. In addition, costs are affected by the price of commodities such as fuel, rubber and electricity. Such commodities are at times subject to volatile price movements, including increases that could make production at certain operations less profitable. A material increase in costs at any significant location could have a significant effect on our profitability.
A shortage of equipment and supplies could adversely affect our ability to operate our business.
We are dependent on various supplies and equipment to carry out our mining exploration and, if warranted, development operations. The shortage of such supplies, equipment and parts could have a material adverse effect on our ability to carry out our operations and therefore limit or increase the cost of production.
Our operations are subject to the inherent risk associated with mineral exploration activities.
Mineral exploration activities and, if warranted, development activities generally involve a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Environmental hazards, industrial accidents, unusual or unexpected geological formations, fires, power outages, labour disruptions, flooding, explosions, cave-ins, land-slides and the inability to obtain suitable or adequate machinery, equipment or labour are other risks involved in the operation of mines and the conduct of exploration programs. Operations and activities in which we have a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of precious and base metals, any of which could result in work stoppages, damage to or destruction of mines, if any, and other producing facilities, damage to life and property, environmental damage and possible legal liability fo r any or all damage. We plan to obtain insurance, in amounts that we consider to be adequate, to protect ourselves against certain of these mining risks once we commence mining operations. However, we may become subject to liability for certain hazards which we cannot insure against or which we may elect not to insure against because of premium costs or other reasons. The payment of such liabilities may have a material, adverse effect on our financial position. At the present time, we do not conduct any mining operations and none of our properties are under development, and, therefore, we do not carry insurance to protect us against certain inherent risks associated with mining. Reclamation requirements vary depending on the location and the managing regulatory agency, but they are similar in that they aim to minimize long term effects of exploration and mining disturbance by requiring the operating company to control possible deleterious effluents and to re-establish to some de gree pre-disturbance landforms and vegetation.
Mineral exploration involves a high degree of risk against which we are not currently insured.
The Company’s exploration activities are subject to the hazards and risks normally incident to the exploration for and development and production of precious minerals, any of which could result in damage for which the Company may be held responsible. Hazards such as unusual or unexpected weather, rock formations, formation pressures, fires, power outages, landslides, flooding cave-ins or other adverse conditions such as the inability to obtain suitable or adequate machinery, equipment or labor may be encountered in the drilling and removal of material. While Alberta Star may obtain insurance against certain risks in such amounts as we consider adequate, the nature of these risks is such that liabilities could exceed policy limits or could be excluded from coverage. There are also risks against which Alberta Star cannot insure or against which we may decide not to insure.
It is not always possible to fully insure against such risks and we may decide to forego insuring against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of our common shares. We do not currently maintain insurance against environmental risks relating to our mineral property interests, though we have obtained third party liability insurance, to counter the effects of these risks.
All of our properties are in the exploration stage and are highly speculative in nature, which means there can be no assurance that our programs will result in the discovery of any economically feasible mineral deposit.
At present, none of our properties have a known body of ore and all our proposed exploration programs are an exploratory search for ore. We will only develop our mineral properties if we obtain satisfactory results from our exploration programs. The development of uranium, cobalt, gold, silver, copper, zinc and other mineral properties is affected by many factors, including the cost of operations, variations in the grade of ore mined, fluctuations in metal markets, costs of processing equipment and other factors such as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. We have relied and may continue to rely upon consultants and others for exploration expertise. Substantial expenditures are required to establish reserves through drilling, to develop metallurgical processes to extract the metal from the ore and, in the case of new properti es, to develop the mining and processing facilities and infrastructure at any site chosen for mining. We cannot assure you that any mineral deposits will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis. Depending on the price of uranium or other minerals produced, if any, we may determine that it is impractical to commence or, if commenced, continue commercial production.
The marketability of any minerals acquired or discovered may be affected by numerous factors which are beyond our control and which cannot be accurately predicted, such as market fluctuations, the global marketing conditions for uranium and other metals, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting minerals and environmental protection. Our properties are located in the Northwest Territories, Canada. This jurisdiction imposes certain requirements and obligations on the owners of exploratory properties which includes, among other things, certain application and permit requirements, certain limitations on mining and exploration activities, periodic reporting requirements, limited terms and certain fees and royalty payments.
Very few mineral properties are ultimately developed into producing mines.
The business of exploration for minerals and mining involves a high degree of risk such as unusual or unexpected geological formations and the inability to obtain suitable or adequate machinery, equipment or labour and is highly speculative in nature. Few properties that are explored are ultimately developed into commercially viable mining operations. At present, our existing properties have no known significant body of commercial ore. Most exploration projects do not result in the discovery of commercially mineable deposits of ore. The occurrence of unsuccessful exploration efforts may eventually lead to us needing to cease operations.
The success of commodity exploration is determined in part by the following factors:
·
Identification of potential mineralization based on surficial analysis;
·
Exploration permits, as granted by the various government bodies;
·
Experience and quality of management and geological consultants;
·
Capital available for exploration activity.
Substantial expenditures are required for us to establish proven and probable ore reserves through drilling and analysis, to develop metallurgical processes, to extract the metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. In making the determination as to the commercial viability of a mineral deposit, a number of factors are considered, which include, without limitation, the particular attributes of the deposit, such as size, grade, and proximity to infrastructure; metal prices, which fluctuate widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, and use importing and exporting or minerals and environmental protection.
Although substantial benefits may be derived from the discovery of a major mineral deposit, no assurance can be given that we will discover minerals in sufficient quantities to justify commercial operations or that we can obtain the funds required for development on a timely basis.
We may invest significant capital and resources in exploration activities and abandon such investments if we are unable to identify commercially exploitable mineral reserves. The decision to abandon a project may have an adverse effect on the market value of our securities and the ability to raise future financing.
We have no producing mines at this time.
Calculations of mineral reserves and of mineralized material are estimates only, subject to uncertainty due to factors including metal prices, inherent variability of the ore, and recoverability of metal in the mining process.
There is a degree of uncertainty attributable to the calculation of reserves and corresponding grades dedicated to future production. Until mineral reserves are actually mined and processed, the quantity of ore and grades must be considered as an estimate only. In addition, the quantity of mineral reserves and ore may vary depending on metal prices. Estimates of mineral resources under Canadian guidelines are subject to uncertainty as well. The estimating of mineral reserves and mineral resources under Canadian guidelines is a subjective process and the accuracy of such estimates is a function of the quantity and quality of available data and the assumptions used and judgments made in interpreting engineering and geological information. There is significant uncertainty in any reserve or estimate of mineral resources under Canadian guidelines, and the actual deposits encountered and the economic viability of mining a deposit may differ materially from our estimates. Estimat ed mineral reserves or mineral resources under Canadian guidelines may have to be recalculated based on changes in metal prices, further exploration or development activity or actual production experience. This could materially and adversely affect estimates of the volume or grade of mineralization, estimated recovery rates or other important factors that influence estimates of mineral reserves or mineral resources under Canadian guidelines. Any material change in the quantity of mineral reserves, mineralization, grade or stripping ratio may affect the economic viability of our properties. In addition, there can be no assurance that metal recoveries in small-scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.
Differences in U.S. and Canadian reporting of reserves and resources
The Company’s reserve and resource estimates are not directly comparable to those made in filings subject to SEC reporting and disclosure requirements, as the Company generally reports reserves and resources in accordance with Canadian practices. These practices are different from those used to report reserve and resource estimates in reports and other materials filed with the SEC. It is Canadian practice to report measured, indicated and inferred resources, which are not permitted in disclosure filed with the SEC by United States issuers. In the United States, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. United States investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into reserves.
Further, "inferred resources" have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Disclosure of "contained ounces" is permitted disclosure under Canadian regulations; however, the SEC permits issuers to report "resources" only as in-place tonnage and grade without reference to unit of metal measures.
Accordingly, information concerning descriptions of mineralization, reserves and resources contained in this Annual Report, or in the documents incorporated herein by reference, may not be comparable to information made public by United States companies subject to the reporting and disclosure requirements of the SEC.
Our management has only limited experience in resource exploration and our business has a higher risk of failure.
Our management, while experienced in business operations, has only limited experience in resource exploration. During fiscal 2008, the Company retained, on a consulting basis, the full-time services of a qualified geologist, Dr. Michael Bersch. While we try to hire and retain management with proper expertise, none of our directors or officers have any significant technical training or experience in resource exploration or mining despite their diverse business backgrounds. Management may not be fully aware of the specific requirements related to working in mineral exploration, whether technical or operational. Therefore, our managerial decisions and choices may not always reflect standard engineering or mineral exploration practices commonly used. We rely on the opinions of consulting geologists and mining experts that we retain from time to time for specific exploration projects or property reviews.
We cannot be certain that the measures we take will ensure that we implement and maintain adequate financial resources or profitability. Management’s lack of experience may cause failure to implement appropriate financial decisions, or cause difficulties in implementing proper decisions, ultimately harming our operating results.
The prices of precious metal and base metal fluctuate and directly impact on our business activities.
Our business activities are significantly affected by the prices of uranium precious metals and base metals on international markets. The price of minerals affects our ability to raise financing, the commercial feasibility of our properties, the future profitability of our properties should they be developed and our future business prospects. The prices of uranium, precious metals and base metals fluctuate widely and are affected by numerous factors beyond our control, including expectations with respect to the rate of inflation, the strength of the U.S. dollar and of other currencies, interest rates, and global or regional political or economic crisis.
Our business is affected by market fluctuations in the prices of the minerals sought, which are highly volatile. Depending on the price of such minerals, we may determine that it is impractical to continue our exploration activities or, if warranted, to commence commercial development or production of our properties, if a mineral deposit is identified.
Uranium, precious metals and base metals prices may fluctuate widely and are affected by numerous industry factors, such as demand for precious metals, forward selling by producers, central bank sales and purchases of gold and production and cost levels in major mineral-producing regions. Moreover, mineral prices are also affected by macro-economic factors that are beyond our control, including international economic and political trends, expectations of inflation, currency exchange fluctuations (specifically, the Canadian dollar relative to other currencies), interest rates and global or regional consumption patterns, speculative activities and increased production due to improved mining and production methods. We cannot assure you that the price of such minerals will remain stable or that such prices will be at a level that will prove feasible to continue our exploration activities, or, if applicable, begin development of our properties.
The current demand for and supply of uranium, precious metals and base metals affects their respective prices, but not necessarily in the same manner as current demand and supply affect the prices of other commodities. If prices of such minerals should decline for a sustained period, we could determine that it is not economically feasible to continue our exploration activities and such decision will have a material adverse affect on our business and results of operations.
The loss of key management personnel may adversely affect our business and results of operations.
The success of our operations and activities is dependent to a significant extent on the efforts and abilities of our management, particularly our CEO, Tim Coupland. Investors must be willing to rely to a significant extent on their discretion and judgment. While we do not maintain key employee insurance on Mr. Coupland to the extent reasonably available on normal commercial terms, we do not believe the amount of coverage would be adequate to compensate us for the full financial loss should we lose his services.
Certain directors may be in a position of conflicts of interest.
Certain members of our board also serve as directors of other companies involved in natural resource exploration and development. Consequently, there exists the possibility that those directors may be in a position of conflict. Any decision made by those directors will be made in accordance with their duties and obligations to deal fairly and in good faith of our company and such other companies. In addition, such directors will declare, and refrain from voting on, any matter in which such directors may have a conflict of interest.
There may be defects in the title to our properties.
In accordance with mining industry practice, we attempt to acquire satisfactory title to our properties but have not obtained title insurance with the attendant risk that some titles, particularly titles to undeveloped properties, may be defective. In accordance with mining industry practice, we have not obtained title insurance on the mineral claims held by us. The Company carries out all normal procedures to obtain title and make a conscientious search of mining records to confirm that the Company has satisfactory title to the properties it has acquired by staking, purchase or option, and/or that satisfactory title is held by the optionor/owner of properties the Company may acquire pursuant to an option agreement, and/or that satisfactory title is held by the owner of properties in which the Company has earned a percentage interest in the property pursuant to a joint venture or other type of agreement. However, the possibility exists that title to one o r more of the claims held by the Company, or an optionor/owner, or the owner of properties in which the Company has earned a percentage interest, might be defective for various reasons. The Company will take all reasonable steps to perfect title to any particular claims(s) found to be in question or deficient.
There is no assurance of the title to or boundaries of our resource properties.
Our mineral property interests may be subject to prior unregistered agreements of transfers or native land claims and title may be affected by undetected defects. We have not conducted surveys on the property and there is a risk that the boundaries could be challenged.
Our operations may be adversely affected by government and environmental regulations.
Each phase of the Company’s operations are subject to government and environmental regulations promulgated by government agencies from time to time. Environmental legislation provides for restrictions and prohibitions on spills, release or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas, which would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments.
Environmental legislation is evolving in a manner which means that standards, enforcements, fines and penalties for non-compliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for us and our directors, officers and consultants. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of our operations. We do not maintain environmental liability insurance.
The Company’s activities are subject to extensive regulations governing various matters, including management and use of toxic substances and explosives, management of natural resources, exploration, development of mines, production and post-closure reclamation, exports, price controls, taxation, regulations concerning business dealings with indigenous peoples, labour standards on occupational health and safety, including mine safety, and historic and cultural preservation.
Failure to comply with applicable laws and regulations may result in civil or criminal fines or penalties, enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions, any of which could result in the Company incurring significant expenditures. The Company may also be required to compensate those suffering loss or damage by reason of a breach of such laws, regulations or permitting requirements. It is also possible that future laws and regulations, or more stringent enforcement of current laws and regulations by governmental authorities, could cause additional expense, capital expenditures, restrictions on or suspension of the Company’s operations and delays in the exploration and development of its mineral properties.
We may require permits and licenses that we may not be able to obtain.
Our operations may require licenses and permits from various governmental authorities. There can be no assurance that we will be able to obtain all of the necessary licenses and permits that may be required to conduct exploration, development and mining operations at our projects on certain properties in the Northwest Territories.
We are a foreign corporation and most of our directors and officers are outside of the United States, which may make enforcement of civil liabilities difficult.
We are incorporated under the laws of the Province of Alberta, Canada. All of our directors and officers are residents of Canada, and all of our assets are located outside of the United States. Consequently, it may be difficult for United States investors to effect service of process within the United States upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under the United States Securities Exchange Act of 1934, as amended. A judgment of a US court predicated solely upon such civil liabilities would probably be enforceable in Canada by a Canadian court if the US court in which the judgment was obtained had jurisdiction, as determined by the Canadian court, in the matter. There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or us predicated solely u pon such civil liabilities.
As a foreign private issuer, our shareholders may have less complete and timely data.
The Company is a “foreign private issuer” as defined in Rule 3b-4 under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3 of the Exchange Act. Therefore, the Company is not required to file a Schedule 14A proxy statement in relation to the annual meeting of shareholders. The submission of proxy and annual meeting of shareholder information on Form 6-K may result in shareholders having less complete and timely information in connection with shareholder actions. The exemption from Section 16 rules regarding reports of beneficial ownership and purchases and sales of common shares by insiders and restrictions on insider trading in our securities may result in shareholders having less data and there being fewer restrictions on insiders’ activ ities in our securities.
Recent market events and conditions
In 2007 and into 2008, the U.S. credit markets began to experience serious disruption due to a deterioration in residential property values, defaults and delinquencies in the residential mortgage market (particularly, sub-prime and non-prime mortgages) and a decline in the credit quality of mortgage backed securities. Theseproblems led to a slow-down in residential housing market transactions, declining housing prices, delinquencies in non-mortgage consumer credit and a general decline in consumer confidence. These conditions continued and worsened in 2008, causing a loss of confidence in the broader U.S. and global credit and financial markets and resulting in the collapse of, and government intervention in, major banks, financial institutions and insurers and creating a climate of greater volatility, less liquidity, widening of credit spreads, a lack of price transparency, increased credit losses and t ighter credit conditions. Notwithstanding various actions by the U.S. and foreign governments, concerns about the general condition of the capital markets, financial instruments, banks, investment banks, insurers and other financial institutions caused the broader credit markets to further deteriorate and stock markets to decline substantially. In addition, general economic indicators have deteriorated, including declining consumer sentiment, increased unemployment and declining economic growth and uncertainty about corporate earnings.
These unprecedented disruptions in the current credit and financial markets have had a significant material adverse impact on a number of financial institutions and have limited access to capital and credit for many companies. These disruptions could, among other things, make it more difficult for us to obtain, or increase its cost of obtaining, capital and financing for its operations. The Company’s access to additional capital may not be available on terms acceptable to it or at all.
General economic conditions
The recent unprecedented events in global financial markets have had a profound impact on the global economy. Many industries, including the gold mining industry, are impacted by these market conditions. Some of the key impacts of the current financial market turmoil include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity, foreign exchange and precious metal markets, and a lack of market liquidity. A continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates, and tax rates may adversely affect our growth and profitability. Specifically:
·
The global credit/liquidity crisis could impact the cost and availability of financing and our overall liquidity;
·
the volatility of gold prices may impact our revenues, profits and cash flow;
·
volatile energy prices, commodity and consumables prices and currency exchange rates impact potential production costs; and
·
the devaluation and volatility of global stock markets impacts the valuation of our equity securities
These factors could have a material adverse effect on our financial condition and results of operations.
Risks Related to Our Common Stock
We do not intend to pay cash dividends.
We have never, and we do not have any intention of paying cash dividends in the foreseeable future. In particular, there can be no assurance that our Board of Director’s will ever declare cash dividends, which action is completely within their discretion.
Economic conditions and fluctuation and volatility of stock price may negatively impact shareholder value
The market price of our common shares is highly volatile. If investors’ interest in the sector in which we operate declines, the price for our common shares would likely also decline. In addition, trading volumes in our common shares can be volatile and if the trading volume of our common shares experiences significant changes, the price of our common shares could be adversely affected. The price of our common shares could also be significantly affected by other factors, many of which are beyond our control.
Fluctuations in economic conditions, such as the continuing downturn in the global economy, may also significantly affect our ability to meet our objectives which could adversely affect our share price.
Broker-dealers may be discouraged from effecting transactions in our shares because they are considered a penny stock and are subject to the penny stock rules.
Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC, which provides in formation about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of r educing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
At the end of the November 30, 2010 fiscal year, we will be required to provide an auditor’s attestation on the effectiveness of our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002-- any adverse results from such attestation could result in a loss of investor confidence in our financial reports and have an adverse effect on the price of our shares of common stock.
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we have furnished a report by management on our internal control over financial reporting in this Annual Report. Such report contains, among other matters, an assessment of the effectiveness of our internal control over financial reporting, including a statement as to whether or not our internal control over financial reporting is effective.
For our Annual Report the fiscal year ended November 30, 2010, such report must also contain a statement that our auditors have issued an attestation report on the effectiveness of such internal controls.
We have evaluated our internal control over financial reporting and have concluded that our internal control over financial reporting is effective. Our auditors have not conducted the evaluation necessary to provide an attestation report on the effectiveness of our internal control over financial reporting. During the auditor’s evaluation and testing process, they may identify one or more material weaknesses in our internal control over financial reporting, and they will be unable to attest that such internal control is effective. If our auditor’s are unable to attest that our internal control over financial reporting is effective as of November 30, 2010, we could lose investor confidence in the accuracy and completeness of our financial reports, which would have a material adverse effect on our stock price.
Failure to comply with the new rules may make it more difficult for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage and/or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, on committees of our board of directors, or as executive officers.
If we raise additional funding through equity financings, then our current shareholders will suffer dilution.
We believe the only realistic source of future funds presently available to us is through the sale of equity capital. Any sale of equity capital will result in dilution to existing shareholders. The only other alternative for the financing of further exploration would be the offering by us of an interest in our properties to be earned by another party or parties carrying out further exploration thereof.
Dilution through contractor, director and consultant options could adversely affect our stockholders.
Because our success is highly dependent on our contractors, we grant some or all of our key contractors, officers, directors and consultants options to purchase common shares, as non-cash incentives. If significant numbers of these options are granted and exercised, the interests of other stockholders may be diluted.
As at March 12, 2009 there are currently options outstanding to purchase an additional 6,700,000common shares and warrants to purchase an additional 2,333,333 common shares which upon exercise would result in a total of 116,053,227common shares being issued and outstanding.
Our common stock is thinly traded.
The trading market for our shares is not always liquid. The market price of Alberta Star’s common shares has ranged from a high of $0.53 and a low of $0.09 during the twelve month period ended November 30, 2008. Although our shares trade on the TSX Venture Exchange (“TSX-V”) and the FINRA Over the Counter Bulletin Board (“OTCBB”) and the Frankfurt Exchange (“QLD”), the volume of shares traded at any one time can be limited, and, as a result, there may not be a liquid trading market for our shares.
ITEM 4 – INFORMATION ON THE COMPANY
A.
History and Development of the Company
The Company was incorporated under the name “Alberta Star Mining Corp.” pursuant to theBusiness Corporations Actin the Province of Alberta, Canada by registration of our articles of incorporation and the issuance by the Registrar of Corporations of a Certificate of Incorporation on September 6, 1996. On September 20, 2001, we consolidated our share capital such that every five common shares in our capital stock pre-consolidation were exchanged for one post-consolidation common share. Concurrently, we changed our name to “Alberta Star Development Corp.”
Our head office is located at 506 – 675 West Hastings Street, Vancouver, British Columbia, Canada, V6B 1N2. Our telephone number is (604) 488 – 0860.
We have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets.
We are engaged in the business of the acquisition, exploration and development of resource properties. At present, our properties are in the exploration stage and further exploration will be required before final evaluations as to the economic and legal feasibility can be determined.
Our properties have no known significant body of commercial ore, nor are any such properties at the commercial development or production stage. No assurance can be given that commercially viable mineral deposits exist on any of our properties. Further, our interest in joint ventures which own properties will be subject to dilution if we fail to expend further funds on the projects. We have not generated cash flows from operations. These facts increase the uncertainty and risks faced by investors in our Company. For more information see Item 3D – Risk Factors.
Our principal mineral property assets are located in the Northwest Territories and include an interest in:
·
Contact Lake Mineral Claims
·
Contact Lake
·
North Contact Lake
·
Great Bear Lake
·
Port Radium – Glacier Lake Mineral Claims
·
Eldorado South IOCG & Uranium Project
·
K4 – Uranium Project
As these projects are in the exploration stage, we have no current operating income or cash flow.
B.
Business Overview
Background
Cautionary Note to U.S. Investors –In this Annual Report we use the terms “Mineral Resource”, “Measured Mineral Resource”, “Indicated Mineral Resource” and “Inferred Mineral Resource”, which are geological and mining terms as defined in accordance with NI 43-101 under the guidelines adopted by CIM, as CIM Standards in Mineral Resources and Reserve Definition and Guidelines adopted by the CIM. US investors in particular are advised to read carefully the definitions of these terms as well as the “Cautionary Note to U.S. Investors Regarding Reserve and Resource Estimates” above.
We are engaged in the exploration and acquisition of mineral properties in Canada, and specifically, hold all of our interests in the Northwest Territories. We are a junior mining company in the exploration stage and none of our properties are currently beyond the initial exploration stage. There is no assurance that a commercially viable mineral deposit exists on any of our properties and further exploration work will be required before a final evaluation as to the economic and legal feasibility is determined. For further information, see “Item 3D – Risk Factors.”
We have conducted acquisitions and initial surveys for the purpose of determining the viability of exploration work on properties located in the Northwest Territories, Canada. The equity markets for junior mineral exploration companies are unpredictable. We may also and have historically entered into cost sharing arrangements through joint venture agreements and interest agreements in the form of letters of intent. For detailed property descriptions please refer to “Item 4D – Property, Plant and Equipment.”
At present, we have no income from our operations and none of our properties have significant reserves nor are in production. Our ability to finance the future acquisition, exploration and development, if warranted, of our mineral properties, to make concession payments and to fund general and administrative expenses is therefore dependent upon our ability to secure additional financing.
Competition
The mineral property exploration business, in general, is intensively competitive and there is not any assurance that even if commercial quantities of ore are discovered, a ready market will exist for sale of same. Numerous factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations; the proximity and capacity of natural resource markets and processing equipment; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of mineral and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may make it difficult for us to receive an adequate return on investment.
We compete with many companies possessing greater financial resources and technical facilities for the acquisition of mineral concessions, claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees.
Office Space
We utilize about 1,467 square feet of office space in Vancouver, British Columbia. On April 1, 2006, we entered into a five year lease (lease expires March 1, 2011) with a property management firm with minimum lease commitments of approximately $3,575 per month.
Environmental Regulations
Mineral exploration in the Northwest Territories is governed by Indian and Northern Affairs Canada, a Federal Government office which is responsible for negotiating the development of healthy and sustainable communities on behalf of the First Nation and Inuit peoples. Applicable statutes are the Canadian Environmental Assessment Act (1992) and the Canadian Environmental Protection Act (1999).
In order to conduct exploration on any of our properties, we obtain land use permits. When exploration ceases on a Northwest Territories property, the land affected needs to be reclaimed in order to protect public health and safety, to reduce or prevent environmental degradation and to allow future productive land use of the property.
The reclamation plan for any property is site specific. In general, the reclamation plan consists of ensuring that the physical structures that remain do not impose a long-term hazard to public health and safety and the environment, which includes ensuring that the land and watercourses are returned to a safe and environmentally sound state. We do not anticipate incurring any reclamation costs in connection with our other mineral property interests.
Seasonality
The prevailing climate in the Northwest Territories is severe, with extremely cold and dark winters and short warm summers. Programs typically are completed between the end of spring thaw and fall/winter freeze-up. Programs are suspended throughout the winter due to harsh conditions and remote locations.
C.
Organizational Structure
We are not part of a group, nor do we hold any subsidiary companies.
D.
Property, Plant and Equipment
We are engaged in the acquisition and exploration of mineral property interests in Canada, and specifically hold all of our current property interests within the Northwest Territories, Canada (Figures 1 and 2). What follows is a description of our current and former properties, including information on expenses for the years ended November 30, 2008, and, if applicable, November 30, 2007. We have also included information on exploration work completed and if applicable, planned for the upcoming fiscal year.
We are an exploration stage company and have no mineral producing properties at this time. All of our properties are exploration projects, and we receive no revenues from production. All work presently planned by us is directed at defining mineralization and increasing understanding of the characteristics and economics of that mineralization. There is no assurance that a commercially viable mineral deposit exists in any of our properties nor do we anticipate same until after completion of further exploration work and a comprehensive evaluation based upon unit cost, grade, recoveries and other factors conclude economic feasibility. The information contained herein respecting our mineral properties is based upon information reviewed by Dr. Michael Bersch, LPG, CPG. Dr. Bersch is a “qualified person” pursuant to NI 43-101 concerning standards of disclosure for mineral projects.
3
Figures 1 and 2
![[finalallin5004.gif]](https://capedge.com/proxy/20-F/0001278615-09-000003/finalallin5004.gif)
![[finalallin5006.gif]](https://capedge.com/proxy/20-F/0001278615-09-000003/finalallin5006.gif)
4
Eldorado-Contact Lake Area Geological Setting
Regional Geology
Adapted from Hildebrand, 1981; Hildebrand et al.1987; and Hoffman and Hall, 1993
The Eldorado-Echo Bay Project is located in the northern portion of the Great Bear Magmatic Zone (GBMZ), part of the Bear Structural Province of the Canadian Shield (Figure 3). The Bear province covers some 40,000 square kilometres (100 x 400 km) and consists of the gneissic Coronation Geosyncline to the east, and the GBMZ to the west, with the long-lived, polyphase Wopmay Deformation Zone (WDZ) separating the two terranes (Hildebrand, 1986) (Figure 4). This orogenic zone developed on the western side of the Archean Slave craton between 2.1 and 1.8 Ga. Hoffman (1980a) divided the Wopmay Deformation Zone into four distinct tectonic zones: (1) a thin autochthonous cratonic cover and foreland basal sequence overlies the northwestern area of the Slave Craton (2) the Asiak fold and thrust belt of continental shelf and carbonate sequences overthrust on the Craton (3) the Hepburn orthotectonic zone of deformed rift sediment-volcanic sequences intruded by post tectonic S-type plutons (4) the little deformed GBMZ, of subgreenschist facies volcano-sedimentary sequences intruded by I-type plutons. The GBMZ is on lapped by platformal Paleozoic cover sequences to the west. The Eldorado-Echo Bay Property is situated in the western part of the GBMZ.
The Hottah Terrane is a basement continental calc-alkaline volcano-plutonic arc and associated sedimentary rocks which formed above an eastward subducting plate along the western margin of the Slave Province (Hildebrand et al. 1987; Clowes, 1997). The volcano-sedimentary rocks of this terrane were cut by calc-alkaline biotite-hornblende bearing plutons with ages ranging from 1.914 Ga to 1.902 Ga. A depositional prism of geosynclinal shelf and slope sediments (Epworth, Snare and Akaitcho Groups) of the Coronation Supergroup formed at the edge of the continental margin and at about 1.90 Ga, arc magmatism stopped and a bimodal suite of submarine volcanic rocks erupted onto the block faulted and subsided sediments of the margin. This tectono-magmatic episode lasted only 5-10 Ma, related to intra-arc extension which also generated a marginal basin originally to the east of the Hottah arc. The basin filled with siliciclastic and carbonate rocks overlying the vo lcanic succession and lapping on to the Slave Craton to the east.
Within 5-10 Ma, the sedimentary basin was simultaneously shortened and intruded by peraluminous to metalumious plutons of the Hepburn intrusive suite (1.896-1.879 Ma). The shortening resulted in detachment and eastward thrusting of the imbricated basinal sediments into the Calderian accretionary wedge forming the Asiak Fold belt in the east and the Hepburn plutonic and metamorphic zone (Turmoil Klippe) in the west part of the former basin. As the hot plutons of the Hepburn suite were emplaced over the colder authochton of the western Slave Craton, inverted metamorphic isograds developed.
The 1.878 Ga closure of the marginal basin resulted in the initiation and growth of the 1.876 -1.850 Ga continental, arc complex of the GBMZ at the suture between the Hottah arc to the west and the Hepburn suite to the east. The Great Bear Magmatic Zone is a 100 x 400 km wide corridor which is the product of the final stages of continental volcanism and related plutonic activity.
It consists of low titanium/high aluminum calc-alkaline volcano-plutonic rocks which have been intruded by a suite of hornblende and biotite bearing plutons of similar age (Hoffman and Bowring, 1984; Hildebrand and Bowring, 1084). The thick supracrustal sequences are referred to as the McTavish Supergroup, and consist of sub-greenschist facies, calc-alkaline andesitic to rhyolitic volcanic, volcaniclastic and sedimentary rocks, which have been interpreted as remnants of ancient stratovolcanoes and the products of caldera collapse (Hildebrand, 1984).
The occurrence of these sequences as isolated roof pendants within larger batholiths of the GBMZ hinders regional stratigraphic correlations between widely spaced regions. The northern part of the GBMZ is underlain by a 10 km thick section of supracrustal rocks of the MacTavish Supergroup, which comprises three Groups: the Labine, Dumas and Sloan, in ascending order. The southern part of the GBMZ is underlain by a 5 km thick section of the Faber Group, which has been interpreted as broadly correlatable with the Sloan Group. These units occupy the central core of the GBMZ, and are flanked to the west and east, by rocks of the Labine and Dumas Groups, respectively. Cannuli (1989) also suggested that the Labine and Dumas may be broadly correlative and that the distribution of supracrustal sequences define a regional scale syncline within the GBMZ volcano-plutonic complex. Ghandi (1994) noted that synvolcanic quartz monzonitic plutons within the stratig raphy of both the Labine and Faber Groups were closely coeval; however, the predominantly basaltic and less andesitic strata of the Labine Group contrasts with the more felsic strata of the Faber and Sloan Groups. The Faber Group volcanic sequences were suggested to be texturally and chemically similar to products formed in anorogenic extensional settings, such as in the Missouri granite-rhyolite terrane and the Gawler ranges of South Australia, rather than a subduction setting (Ghandi, 1994).
The Labine Group, which represents the main magmatic arc in the western part of the GBMZ, consists of a 7 km thick section of volcanic-derived rocks which is exposed in the Port Radium-Echo Bay area. The Labine Group consists of the lower Port Radium Formation and the overlying Echo Bay and Cameron Bay Formations, which collectively define a minimum of two caldera collapse sequences. The rocks of the Labine Group have been intruded along a minimum of two stratigraphic levels, by intermediate plutons and largely concordant sills of the Mystery Island Intrusive Complex. The lower sheet includes the Bertrand and Mystery Island plutons and the upper sheet includes the Contact Lake and Glacier/Tut plutons. These intrusive typically have pronounced zoned alteration haloes within the intrusions and/or their flanking host rocks. Large, felsic syn- to post-volcanic, granite to monzonite plutons of the Great Bear batholith also intrude this sequence. &n bsp;These intrusions have locally developed hornfels aureoles but lack the strong alteration associated with the earlier intermediate sills.
The cessation of volcanism in the GBMZ may have been the result of subduction of an oceanic spreading ridge or other high topographic features such as remnant arcs. Gravity studies have suggested the presence of another arc further to the west (Fort Simpson arc) existed on the western side of the ocean, and now under Paleozoic cover. The cessation of arc magmatism due to ridge subduction is common to Mesozoic-Cenozoic volcanic arcs worldwide, such as in South America, where the Chile Rise and Nazca Ridge were subducted into the Peru-Chile Trench and in California, where the East Pacific Rise was subducted under North America (Hildebrand, et al. 1987). Such an event may also have resulted in a change in plate motion in the GBMZ, to transpression (dextral wrenching) and folding oblique to the original subduction direction (Bowring, 1984). As a result, the concordant plutons and their host rocks were folded around northwest trending axes at about 1.843 Ga (Bowring, 1984), exposing the plutons and their altered wall rocks in oblique cross-section.
Post-dating the development of the northwest trending folds, large, discordant, epizonal, biotite bearing granites and quartz diorites were emplaced between about 1.858 and 1.843 Ga (Bowring and van Schmus, 1987), formed as a result of melting due to crustal thickening from folding (Hildebrand et al, 1987). Bodies of this syenogranitic suite are also offset by continued movement on a swarm of later transcurrent, predominantly north to northeast trending faults. These structures were developed as a result of east-west shortening which generated the northeast trending, dextral strike-slip structures (Hoffman, 1980; Hildebrand et al., 1987). Evidence of plutonism in this setting is noted as swarms of related northeast trending dykes.
Movement on these northeast faults is related to displacement on north-south, transcurrent fault zones, parallel to the Wopmay Deformation Zone. Displacement along these structures continued after the development of the igneous and sedimentary rock assemblages in the GBMZ, commonly resulting in kilometre scale offset of units.
The northeast trending faults are also cut by Cleaver diabase (Hoffman, 1984; Hildebrand, 1982), and both are unconformably overlain by the sedimentary basin of the 1.663 Ga Hornby Bay Group (McGrath and Hildebrand, 1984; Bowring and Ross, 1985). Hildebrand (1988) noted that many of the northeasterly faults were reactivated during a period of normal faulting which occurred during the late stages of, or after, the deposition of the Hornby Bay Group (Hildebrand, 1988). Gabbro sills known as Western Channel diabase are considered to be the youngest rocks in the area (Hildebrand, 1982).
5
Figure 3
![[finalallin5007.jpg]](https://capedge.com/proxy/20-F/0001278615-09-000003/finalallin5007.jpg)
6
Figure 4
![[finalallin5008.jpg]](https://capedge.com/proxy/20-F/0001278615-09-000003/finalallin5008.jpg)
7
Local Geology
Adapted from Hoffman & McGlynn, 1977; Hildebrand, 1981; Reardon, 1992; Robinson & Ohmoto, 1971. The geology of the Eldorada-Contact Lake area, as shown inFigure 5, has been compiled from mapping completed by Hildebrand, 1981, and Reardon, 1992.
Figure 5
![[finalallin5010.gif]](https://capedge.com/proxy/20-F/0001278615-09-000003/finalallin5010.gif)
8
Stratigraphy
The Port Radium-Echo Bay area is underlain by volcano-sedimentary rocks of the Labine Group, which is subdivided into 3 main formations: Port Radium, Echo Bay, Cameron Bay. These are further subdivided into members which represent two main eruptive caldera phases: an early phase characterized by relatively gas-poor eruptions of andesitic lavas (Port Radium and Echo Bay Formations) and a younger, more gas-charged phase of voluminous siliceous volcanics and volcaniclastics (within the Cameron Bay and Feniak Formations) (Hildebrand, 1981). The stratigraphy can be locally isolated into distinct calderas, 3 to 5 km in diameter. The two cycles of caldera collapse, resurgence and intermediate plutonism are characterized by cone facies andesite, marr diatreme breccias and caldera fill sediments.
Lithogeochemical studies indicate that the Labine sequence is high in potassium (K), calc-alkaline belt of stratavolcanoes similar to Andean continental arc sequences (Ewart and LeMaitre, 1980). The sequence has only been subjected to low grade metamorphism (zeolite facies), with local contact metamorphic effects (i.e. hornfels) noted in supracrustal rocks flanking large plutons of the Great Bear Batholith series.
The Eldorado & Contact Lake IOCG & Uranium Projects 2009 Explorations Program
Future plans: An exploration summary report is nearing completion. The report states that due to the remote location of the projects, high cost of exploration, the current depressed market conditions and commodity prices, the exploration success risk/reward ratio is judged to be high. It was recommended that the Company suspend field operations for the 2009 field season, continue to study historical data and newly generated data and formulate a comprehensive exploration plan for 2010.
Mineral Claim and Lease Claim Payments in the Northwest Territories
In order to retain property title or mineral claims in the Northwest Territories, the Company must complete and file assessment work of at least $4 per acre during the two-year period immediately following the date the claim is recorded. In respect to the representation of work, the types of undertakings on the claims are as follows:
·
Drilling
·
Trenching
·
Sinking shafts
·
Geochemical and geophysical investigation made on the ground or by aircraft
·
Surveyor claims must be proved by the surveyor general
·
Work done in constructing roads and airstrips
The Company must pay annual payments to the federal government in order to maintain lease claims.
There is no electricity available at the Northwest Territories property sites, with surface water abundant within the property boundaries.
Contact Lake Mineral Claims – Contact Lake, NT (Eldorado-Contact Lake Project)
During the year ended November 30, 2005, the Company acquired a 100% undivided right, title and interest, subject to a 1% net smelter return royalty (“NSR”), in five (5) mineral claims, totalling 1,801.82 ha (4,450.50 acres) located five miles southeast of Port Radium on Great Bear Lake, NT for cash payments of $60,000 (paid) and 300,000 common shares (issued and valued at $72,000) of the Company. The Company may purchase the NSR for a one-time payment of $1,000,000. The Company completed additional staking in the area in order to increase the project size to sixteen (16) contiguous claims, totalling 10,563.76 ha (26,103.52 acres). Collectively, the properties are known as the Contact Lake Mineral Claims. (Figure 6).
The area has traditionally been underexplored, but encompasses a mineral rich portion of the Great Bear Magmatic Zone, and includes the Contact Lake Mineral Belt itself, approximately 15 km long.
A summary of our claims can be found below:
| | | | |
Name | | Tag Number | | Size (ha) |
BEN 1 | | F91861 | | 1,003.30 |
BEN 2 | | F91862 | | 752.47 |
BON 1 | | F91863 | | 1,003.30 |
BON 2 | | F91864 | | 1,003.30 |
BON 3 | | F91865 | | 1,003.30 |
COBALT 1 | | F91852 | | 1,045.10 |
COBALT 2 | | F91853 | | 1,045.10 |
COBALT 3 | | F91854 | | 418.04 |
COBALT 4 | | F91855 | | 250.82 |
COBALT 5 | | F91856 | | 752.47 |
COBALT 6 | | F91857 | | 522.53 |
Lease # 4748 | | | | 554.82 |
Lease # 4749 | | | | 533.38 |
Lease # 4750 | | | | 346.01 |
Lease # 4751 | | | | 227.03 |
Lease # 4752 | | | | 102.79 |
| | | | |
| | | | 10,563.76 |
9
Figure 6
![[finalallin5012.gif]](https://capedge.com/proxy/20-F/0001278615-09-000003/finalallin5012.gif)
10
Our expenditures related to the Contact Lake Mineral Claims can be summarized as follows:
| | | | | | | | |
| Cumulative amounts from inception to 30 November 2008 | For the year ended 30 November 2008 | For the year ended 30 November 2007 | For the year ended 30 November 2006 |
| | $ | | $ | | $ | | $ |
| | | | | | | | |
Exploration operating expenses | | | | | | | | |
Amortization | | 206,665 | | 122,091 | | 84,574 | | - |
Assaying and geochemical | | 411,809 | | 93,816 | | 126,745 | | 180,351 |
Camp costs and field supplies | | 1,429,349 | | 141,074 | | 499,322 | | 671,577 |
Claim maintenance and permitting | | 87,527 | | 4,544 | | 13,452 | | 69,531 |
Community relations and government | 195,847 | | 70,930 | | 50,603 | | 74,314 |
Drilling | | 3,305,844 | | 105,994 | | 1,741,790 | | 1,458,060 |
Equipment rental | | 200,831 | | 3,750 | | 75,693 | | 121,388 |
Geology and engineering | | 636,440 | | 227,902 | | 171,399 | | 52,673 |
Geophysics | | 16,643 | | 16,643 | | - | | - |
Ortho-photography | | 199,451 | | - | | 103,306 | | 96,145 |
Staking and line cutting | | 332,660 | | - | | - | | 332,660 |
Surveying | | 1,473,493 | | - | | 336,349 | | 908,846 |
Transportation and fuel | | 4,726,283 | | 289,276 | | 1,357,400 | | 2,874,802 |
Wages, consulting and management fees | 3,906,988 | | 771,526 | | 1,407,434 | | 1,519,578 |
| | | | | | | | |
| | 17,129,830 | | 1,847,546 | | 5,968,067 | | 8,359,925 |
| | | | | | | | |
Acquisition of mineral property interests | | 132,000 | | - | | - | | - |
| | | | | | | | |
| | 17,261,830 | | 1,847,546 | | 5,968,067 | | 8,359,925 |
Accessibility, Local Resources and Infrastructure
The best access to the area is from Yellowknife, NT, using charter fixed wing aircraft which can land at the 900 meter long unmaintained gravel airstrip at the western shore of Glacier Lake, which lies in the centre of the Eldorad-Contact Lake Project area. A road extends west from the airstrip to the area of the Echo Bay and Eldorado Mines. Bulk freight has also previously been mobilized by seasonal barging along the Mackenzie River, from Alberta to Tulita (Fort Norman), NT, on the western shore of Great Bear Lake. When mining was active in the area, a barge service also operated along the Bear River from Tulita to Deline, and across Great Bear Lake to the various mining operations. Lake barging service is in limited operation.
Currently, the Northwest Territories Department of Transport maintains a winter road from Yellowknife to Rae-Edzo and beyond, to Rae Lakes which is approximately 100 km south of the property. Recent records indicate that local conditions have allowed this road to be open for a period of approximately 6 weeks, from mid- February to late March/early April. During operation of the silver mines at Camsell River and Echo Bay prior to 1984, the winter road was extended to Port Radium, via Marian Lake and Camsell River.
Although the area immediately surrounding the property lacks any significant infrastructure, , logistical support and supplies are available from Yellowknife. There is no electricity available at the property site, but surface water is abundant within the property boundaries. Established fishing camps on the eastern side of Great Bear Lake also provide some support. The town of Yellowknife has a long history of mining, where the services of many experienced explorers can be obtained. As well, personnel may be available from several smaller communities within the Great Bear Lake area.
11
In 2006, the Company undertook a successful exploratory drill program (Phase 1) on the Company’s Eldorado & Contact Lake Projects. From June to October, 2006, 14,475 metres of NQ drill core was recovered, and 6,470 samples including 289 standards were assayed. The 2006 drill program targeted seven areas, 1) the K2 area in which there is a low-grade Cu+ Co, Au and Ag mineralized breccia system that has strong affinities to an IOCG system, 2) the Echo Bay gossan at the end of the southeast arm of Echo Bay which marks the location of a newly discovered silver zone; 3) a high-grade Cu-Ag-Mo-Zn-Pb-W mineralized hydrothermal breccia at Mile Lake, 4) uranium, nickel, cobalt and silver mineralized zones adjacent to the past producing Eldorado mine site, 5) uranium, nickel, cobalt and silver mineralized zones adjacent to the past producing Echo Bay mine site, 6) an area centered on a strong VTEM plus magnetic anomaly near the so utheast end of Echo Bay; and 7) the Thompson Showing of a high-grade Cu-Ag-Co-Ni-Au-U polymetallic vein.
In 2007, the Company completed Phase 2 of the exploratory drill program based on the preliminary investigations from the 2006 drill program at the Eldorado & Contact Lake Project areas. The Company’s two base exploration camps, personnel and supporting infrastructures were fully operational from May to October, 2007. The Company completed almost 20,000 meters of drilling in 72 drill holes and collected over 10,000 surface samples. The 2007 drill program targeted ten areas; K2, Echo Bay South, Mag Hill, Glacier Creek, Breccia Island, Camelback, Skinny Lake and Contact Lake, located on the Contact Lake Mineral Claims and Eldorado and Echo Bay, located on the Glacier Lake Mineral Claims.
In 2008, the Company targeted five areas on its Eldorado-Contact Lake Project for further exploration drilling: K2, Skinny Lake, K4, Long Bay, and Gossan Island. Exploration results from the 2008 drill program are discussed below, along with results from the 2007 drill program that were received in 2008.
The K2 target
The K2 target area is a target area in which drilling encountered significant IOCG style poly-metallic copper, gold, silver and cobalt mineralization. The mineralized zone is part of a regionally extensive zone of phyllic, potassic, hematite and magnetite, magnetite-actinolite alteration zones, often appearing at surface as phyllic-potassic pyritic gossans. The mineralization occurs within the same suite of volcano-plutonic rocks that host other poly-metallic zones in the Eldorado & Contact Lake Mineral Belt, including the former El Bonanza Silver- Uranium (U-Ag) and the Eldorado Uranium (U-Ag- Cu- Co- Ni- Bi) mines (Figure 7).
Highlights from mineralized down hole intervals from holes drilled in 2007 and reported during fiscal 2008 included: (true thickness not determined)
·
K2-07-12 intersected several long mineralized intervals including 93.00 meters of 0.35% copper including 1.35 meters of 1.45% copper, 44.52 meters of 0.33% copper, 42.50 meters of 0.32% copper and 2.97 meters of 27.3 g/t silver including 0.77 meter of 69.0 g/t silver was intersected in this hole.
·
K2-07-13 intersected 36.70 meters of 1.11% copper including 0.90 meter of 5.45% copper, 5.20 meters of 1.31% copper, 7.40 meters of 2.96% copper and 3.00 meters of 0.45% copper.
·
K2-07-14 interested 40.50 meters of 0.36% copper and 2.83 g/t silver including 5.0 meters of 0.46% copper, 8.09 g/t silver and 2.61 g/t gold and also 1.0 meter of 1.76% copper, 5.50 g/t silver and 2.50 g/t gold. Also, 36.50 meters of 0.34% copper including 6.10 meters of 1.05% copper, 3.96 g/t silver, 4.5 g/t gold, 1.60 meters of 2.21% copper and 6.00 g/t silver, and 33.00 meters of 0.22% copper.
·
K2-07-16 intersected 1.5 meters of 1,467 g/t silver and 0.32% copper.
·
K2-07-17 intersected 10.50 meters of 0.30% zinc.
·
K2-07-18 intersected 5.5 meters of 0.14% copper, and 1.5 meters of 0.13% cobalt.
·
K2-07-19 intersected 0.3 meters of 0.93% copper, and 1.5 meters of 0.25% copper and another interval of 1.0 meter of 0.23% copper.
Highlights from mineralized down hole intervals from a 3 hole drill program totalling 806 meters completed during fiscal 2008, contained multiple intervals of greater than 0.1% copper and included: (true thickness not determined)
·
K2-08-20 intersected 3.0 meters of 0.21% copper and 9.0 meters of 0.14% copper.
·
K2-08-21 intersected 3.0 meters of 0.39% copper.
·
K2-08-22 intersected 14.5 meters of 0.23% copper and 1.0 meter of 0.35% copper.
Mile Lake Breccia
The Mile Lake Breccia is an IOCG prospect in which poly-metallic mineralization and alteration is intermittently exposed for up to 2 kilometers in strike length within a regionally extensive laminated volcaniclastic tuff. The mineralization occurs within the same suite of volcano-plutonic rocks that host other poly-metallic mineralization in the Eldorado & Contact Lake Mineral Belt.
Highlights from the surface sampling program includes grab samples with 11.69% copper, 8.30% zinc, 0.44% lead and 1330.0 g/t silver as well as 22.72% copper, 0.59% lead and 619.0 g/t silver and 6.61% copper, 3.66% zinc and 1427.0 g/t silver.
The Skinny Lake target
The Skinny Lake target is the site of extensive IOCG-type hydrothermal magnetite-actinolite-feldspar-apatite plus sulphide alteration. The host rocks are alkali (sodic or potassic) and/or actinolite-epidote altered andesites, with a core zone of pervasive alkali feldspar-scapolite-magnetite-actinolite-apatite hydrothermal alteration assemblage.
The alteration signature and zonation at Skinny Lake is similar to that of the Port Radium- Eldorado uranium mine area situated on Labine Point, NT. The Skinny Lake target area is defined by predominately pyrite mineralization, which is present intermittently throughout the Skinny Lake region and in an extensive gossan at the southeast end of Echo Bay. Sulfides with uranium, cobalt, nickel, copper, silver, lead and zinc enrichments are present locally as veins, veinlets and disseminations that extend outward in the southern and eastern extensions of the Skinny Lake and Mag Hill target areas.
Highlights from mineralized down hole intervals from the 2007 drill program reported during fiscal 2008 included: (true thickness not determined)
·
SL-07-01 intersected 22.50 meters of 2.24% zinc, 0.23% lead and 18.35 g/t silver and 0.025% cobalt. Including 7.40 meters of 5.64% zinc, 0.45% lead, 0.20% copper, 45.93 g/t silver and 0.042% cobalt as well as 1.1 meters of 10.82% zinc, 0.29% lead, 0.22% copper and 38.52 g/t silver; also including 2.3 meters of 4.48% zinc, 0.47% lead and 75.01 g/t silver and 0.053% cobalt.
Highlights from mineralized down hole intervals from the 5 drill hole drill program, totalling 1,005 meters, reported during fiscal 2008 included: (true thickness not determined)
·
SL-08-03 intersected 9.50 meters of 0.05% copper, 0.08% lead, 0.80% zinc and 5.6 g/t silver. Including 3.00 meters of 0.02% copper, 0.04% lead, 1.59% zinc, and 7.3 g/t silver, as well as, 1.5 meters of 0.02% copper, 0.05% lead, 2.04% zinc and 8.2 g/t silver. A further interval intersected 0.5 meters of 0.35% copper, 0.05% lead, 1.24% zinc and 2.8 g/t silver.
·
SL-08-04 intersected 7.00 meters of 0.36% copper, 0.50% lead, 4.45% zinc and 22.7 g/t silver. Including 1.50 meters of 0.45% copper, 0.88% lead, 6.85% zinc, and 15.0 g/t silver, as well as, 1.5 meters of 0.51% copper, 0.69% lead, 6.36% zinc and 25.1 g/t silver as well as 4.0 meters of 0.41% copper, 0.44% lead, 4.02% zinc and 31.5 g/t silver. A further interval intersected 1.3 meters of 0.26% copper, 0.14% lead, 1.11% zinc and 66.3 g/t silver.
·
SL-08-05 intersected 1.50 meters of 0.02% copper, 0.06% lead, 1.12% zinc and 7.3 g/t silver as well as 1.50 meters of 0.09% copper, 0.42% lead, 1.82% zinc, and 6.2 g/t silver, as well as, 1.5 meters of 0.11% copper, 0.32% lead, 1.30% zinc and 6.1 g/t silver.
·
SL-08-06 intersected 14.80 meters of 0.10% copper, 0.34% lead, 0.47% zinc and 8.0 g/t silver. Including 3.00 meters of 0.03% copper, 0.54% lead, 1.25% zinc, and 10.25 g/t silver, as well as, 1.5 meters of 0.02% copper, 1.69% lead, 0.97% zinc and 8.4 g/t silver.
K4 target
The K4 target area is located two kilometers east-southeast of Eldorado/Echo Bay uranium-silver mines. Sampling, mapping and scintilometer investigations in the K4 target area indicated potential for both high-grade uranium veins and disseminated mineralization along east to northeast trending fractures in andesitic tuffs and breccias within zones of strong potassic-hematitic alteration.
Highlights from mineralized down hole intervals from 6 drill holes totalling 532 meters reported during fiscal 2008 included: (true thickness not determined)
·
K4-08-02 intersected 0.11 meters of 0.06% U3O8.
·
K4-08-04 intersected 2.65 meters of 0.28% U3O8 including 2.15 meters of 0.35% U3O8, as well as 0.2 meters of 3.68% U3O8. A further interval intersected 0.25 meters of 2.54% U3O8.
·
K4-08-05 intersected 0.76 meters of 0.45% U3O8 including 0.29 meters of 1.15% U3O8.
The Mag Hill target
The Mag Hill target is the site of the most extensive hydrothermal magnetite-actinolite-feldspar-apatite plus sulphide alteration along the Contact Lake Mineral Belt. The host rocks are alkali (sodic or potassic) and/or actinolite-epidote altered andesites with a core zone of alkali feldspar-scapolite-magnetite-actinolite-apatite hydrothermal assemblage.
Highlights from mineralized down hole intervals from a portion of the 2007 drill program reported during fiscal 2008 included: (true thickness not determined)
·
MH-07-07 intersected 3.0 meters of 2.50% zinc and 0.22% lead and 1.60 g/t silver.
·
MH-07-09 intersected 239.90 meters of 0.10% V2O5.
·
MH-07-11 intersected 68.0 meters of 0.10% V2O5.
·
MH-07-12 intersected 9.54 meters of 0.10% V2O5; and 10.28 meters of 0. 10% V2O5.
12
Figure 7
![[finalallin5014.gif]](https://capedge.com/proxy/20-F/0001278615-09-000003/finalallin5014.gif)
13
Port Radium – Glacier Lake Mineral Leases, NT (Eldorado-Contact Lake Project)
In 2005, the Company acquired a 100% undivided right, title and interest, subject to a 2% NSR in four (4) mineral leases, totalling 2,520.78 ha (6,229.00 acres) (the “Glacier Lake Mineral Leases”) located one mile east of Port Radium on Great Bear Lake, NT. For cash payments of $30,000 (paid) and 360,000 common shares (issued and valued at $72,000) of the Company. The Company may purchase one-half of the NSR for a one-time payment of $1,000,000.
The Echo Bay lease (produced 23,779,178 ounces of silver) and the Port Radium – Eldorado lease (produced 15 million pounds of uranium and 8 million ounces of silver). The Port Radium uranium belt was formerly one of Canada’s principal producers of Pitchblende uranium during the 1930s and 1940s.
A summary of our claims can be found below:
| | | | |
Name | | | | Size (ha) |
Lease # 4815 | | | | 843.77 |
Lease # 4816 | | | | 104.81 |
Lease # 4817 | | | | 872.50 |
Lease # 4818 | | | | 699.70 |
| | | | |
| | | | 2,520.78 |
14
Figure 8
![[finalallin5016.gif]](https://capedge.com/proxy/20-F/0001278615-09-000003/finalallin5016.gif)
15
Our expenditures related to the Port Radium – Glacier Lake Mineral Leases can be summarized as follows:
| | | | | | | | |
| Cumulative amounts from inception to 30 November 2008 | For the year ended 30 November 2008 | For the year ended 30 November 2007 | For the year ended 30 November 2006 |
| | $ | | $ | | $ | | $ |
| | | | | | | | |
Exploration operating expenses | | | | | | | | |
Amortization | | 18,523 | | 10,727 | | 7,796 | | - |
Assaying and geochemical | | 197,313 | | 54,136 | | 143,177 | | - |
Camp costs and field supplies | | 383,489 | | 1,178 | | 256,581 | | 125,730 |
Claim maintenance and permitting | | 13,371 | | 6,241 | | 6,867 | | 263 |
Community relations and government | 21,472 | | - | | 21,472 | | - |
Drilling | | 758,681 | | - | | 758,681 | | - |
Equipment rental | | 58,038 | | - | | 45,643 | | 12,395 |
Geology and engineering | | 69,879 | | 36,206 | | 33,673 | | - |
Metallurgical studies | | 62,977 | | - | | 62,977 | | - |
Ortho-photography | | 25,522 | | - | | 25,522 | | - |
Staking and line cutting | | 88,335 | | | | 88,335 | | - |
Surveying | | 17,309 | | - | | - | | 17,309 |
Transportation and fuel | | 5,029,890 | | 344,031 | | 3,754,918 | | 930,941 |
Wages, consulting and management fees | 840,723 | | 159,905 | | 505,775 | | 175,043 |
| | | | | | | | |
| | 7,585,522 | | 612,424 | | 5,711,417 | | 1,261,681 |
Acquisition of mineral property interests | | 102,000 | | - | | - | | - |
| | | | | | | | |
Recovery of mineral property costs | | (603,750) | | - | | (186,651) | | (417,099) |
| | | | | | | | |
| | 7,083,772 | | 612,424 | | 5,524,766 | | 844,582 |
Highlights from mineralized down hole intervals from the 2007 drill hole program reported during fiscal 2008 included: (true thickness not determined)
·
PR-07-11 intersected 0.5 meters of 2.3 g/t gold, as well as, another 0.3 meters of 2.3 g/t gold.
·
PR-07-21 intersected 12.34 meters of 1.01% zinc and 0.25% lead; 15.0 meters of 0.12% zinc and 0.15% V2O5, and 4.9 meters of 0.22% lead, 0.44% zinc and 0.11% V2O5.
·
PR-07-23 intersected 185.4 meters of 0.12% V2O5 including 28.24 meters of 0.21% V2O5; 34.20 meters of 0.26% zinc; 8.82 meters of 0.21% zinc and 11.0 g/t silver including 2 meters of 0.25% zinc and 30.2 g/t silver and 0.10% nickel.
·
PR-07-24 intersected 18.45 meters of 0.45% copper, 0.25% lead, 0.48% zinc, 42.6 g/t silver including 1.82 meter of 2.49% copper, 0.53% lead and 200.8 g/t silver; 1.50 meters of 2.19% zinc, 1.06% lead and 21.9 g/t silver: 14.50 meter of 0.48% zinc, 0.12% lead and 6.1 g/t silver: 9.37 meters of 0.57% copper, 0.04% U3O8 and 0.09% V2O5 including 1.50 meter of 0.10% U3O8 as well as 1.06 meter of: 1.85% copper, 0.14% U3O8 and 0.11% V2O5.
·
PR-07-25 intersected 1.45 meters of 39.9 g/t silver, 0.40% copper, 0.33% lead, 0.21% zinc, 0.12% nickel, and 0.13% cobalt; 1.5 meters of 1.90% zinc, 1.04% lead and 14.2 g/t silver; 49.7 meters of 0.15% zinc and 212.05 meters of V2O5.
·
PR-07-26 intersected 32.20 meters of 0.33% zinc, 0.20% lead and 4.4 g/t silver; 0.85 meter of 2.12% zinc, 4.29% lead, 0.27% copper and 62.5 g/t silver and 11.65 meters of 0.19% V2O5.
·
PR-07-27 intersected 43.50 meters 40.9 g/t silver, 0.20% copper, 0.14% lead, and 0.15% zinc; 15 meters of 0.24% copper as well as another 15 meters of 0.22% zinc; 1.5 meters of 1.80% copper and 24.3 g/t silver and 1.5 meters of 1.65% copper and 24.3 g/t silver.
Camelback target
The Camelback target is approximately 3.5 kilometers in length and 1 kilometer in width. This large IOCG target extends from north end of Glacier Lake to the eastern shore of Cameron Bay. The Camelback target is located 7.5 km east of the Port Radium (Eldorado uranium mine). This IOCG target is associated with a large recently discovered geophysical anomaly and this geological feature has the potential of hosting a bulk tonnage IOCG and uranium target within a regional alteration signature. The Company intersected multiple zones of poly-metallic mineralization that is associated with strong hydrothermal alteration and brecciation that are locally enriched in silver, copper, lead, zinc, cobalt, and uranium. Multiple zones of sulfide mineralization associated with semi-continuous gossan zones outcrop for over 3.5 kilometers.
Highlights from mineralized down hole intervals from the 2007 drill hole program reported during fiscal 2008 included: (true thickness not determined)
·
CB-07-04 intersected 6.0 meters of 0.37% zinc.
·
CB-07-05 intersected 1.5 meters of 0.33% copper, 0.36% zinc and 3.9 g/t silver.
·
CB-07-07 intersected 2.8 meters of 11.88 g/t silver and 1.5 meters of 20.90 g/t silver.
·
CB-07-08 intersected 3.0 meters of 25.3 g/t silver including 1.5 meters of 36.4 g/t silver.
·
CB-07-06 intersected 2.0 meters of 0.40% copper, 3.09% zinc and 37.2 g/t silver.
·
CB-07-12 intersected 16.45 meters of 0.12% copper.
·
CB-07-13a intersected 10.0 meters of 0.22% copper as well as 10.5 meters 0.13% copper and 0.25 meters of 0.12% U3O8.
·
CB-07-14 intersected 52.0 meters of 0.30% copper as well as 31.55 meters of 0.34% copper.
·
CB-07-15 intersected 13.30 meters of 0.21% copper as well as 1.55 meter of 0.69% copper and 20.6 g/t silver, 4.2 meters of 0.37% copper, 0.23% V2O5, and also 1.5 meters of 0.23% V2O5.
·
CB-07-16 intersected 13.5 meters of 0.15% copper.
Glacier Creek target
The Glacier Creek target is located about 2 km east of Port Radium. The Glacier Creek area geology is a continuation of the Echo Bay Mine area with metavolcanic and volcaniclastic rocks intruded by segments of the Mystery Island Intrusive suite. In 2007, a six hole drill program was designed to test induced-potential (IP) chargeability anomalies.
Highlights from mineralized down hole intervals from the drill holes reported during fiscal 2008 included: (true thickness not determined)
·
GC-07-01 intersected 6.0 meters of 0.39% copper.
·
GC-07-02 intersected 5.80 meters of 1.16% copper including 1.04 meters of 2.99% copper and 8.0 g/t silver and another 1.0 meter of 1.48% copper and 4.3 g/t silver; 2.40 meters of 0.61% copper; 2.60 meters of 0.33% copper; and 3.75 meters of 0.31% copper.
·
GC-07-06 intersected 1.50 meters of 46.2 g/t silver.
Long Bay target area
The Long Bay target area is located approximately 1.5 kilometer northwest of the Eldorado/Echo Bay uranium-silver mines. Sampling and mapping indicated potential for uranium within a stockwork vein system along an east-west trending structure in andesitic tuffs with strong hematitic alteration. Two short length drill holes, 125 meters, tested the area with no significant results.
Gossan Island target area
Gossan Island target is an island between Cameron Bay and the Southwest arm of Echo Bay, approximately 5 kilometers southeast Eldorado/Echo Bay uranium-silver mines. The island is approximately 2 kilometers by 1.2 kilometers in its longest dimensions. The target area consists of zones of moderate to strong gossanous, argillic-potassic altered, pyroclastic rocks. A reconnaissance drill hole, 147 meters, intercepted strong hydrothermal brecciation but returned no significant mineralized intervals.
16
Figure 9
![[finalallin5018.gif]](https://capedge.com/proxy/20-F/0001278615-09-000003/finalallin5018.gif)
17
Eldorado South IOCG & Uranium Project, NT (Eldorado South Project)
During the year ended November 30, 2007, the Company staked sixteen (16) claims (the “Eldorado South Uranium Mineral Claims”), and four (4) additional claims (the “Eldorado West Uranium Mineral Claims”) located ten miles south of Eldorado uranium mine on the east side of Great Bear Lake, NT and 680 km (423 miles) north of the city of Yellowknife, NT, collectively known as the Eldorado South Uranium Project. The Eldorado South Uranium Project now consist of thirty (30) mineral claims totalling 25,913.25 ha (64,032.78 acres) (Figure 10).
The Eldorado South claims cover a radiometric anomaly that is over 3.5 kilometers in length and the expression suggests a potential near surface IOCG & uranium target. The radiometric maps show a well defined uranium anomaly with a marked correlation of strong thorium (Th) and potassium (k) ratio patterns. The Eldorado South Anomaly has never been drill tested. The Eldorado South Anomaly was discovered in 2006 as a result of the completion of a High Resolution, Multi-Parameter Regional radiometric and magnetic geophysical survey which was conducted in July, 2006. The survey consisted of 16,708 line-kilometers at 100 meter line-spacing’s. The purpose of the radiometric survey was to measure the gamma radiation field and locate prospective areas of high-grade uranium and poly-metallic deposition.
In December 2007, the Deline Land Corporation passed a resolution placing a moratorium on any further uranium exploration and development on Deline District lands. The Deline Land Corporation has stated publicly and reiterated that all current agreements between the Deline Land Corporation and the Company would be fully honored. Several uranium mining moratoriums have been placed in several mining jurisdictions in Canada recently. They include a three year moratorium on uranium mining in Labrador (April 2008) and a moratorium issued in the Deline District (January 2008) in the Northwest Territories stating that they will not approve or consent to new uranium exploration or development until the 26 recommendations of the Canada-Deline Uranium Table have been addressed to the satisfaction of the leadership of the local community. The moratoriums do not apply to exploration for other minerals and mineral exploration activity is expected to continue in full force.
On June 16, 2008, the Company completed its Community Consultation in the community of Deline and finalized an expanded TEK (Traditional Education Knowledge) study for the region. The Company’s’ Land-Use permit application #SO7C-008 was deemed completed by the Sahtu Land and Water Board.
On July 14, 2008, the Company received final permit approval from the Sahtu Land and Water Board (SLWB) for the issuance of a third “Class A”- 5 year 75,000 meter drill permit (#S07C-008) for its Eldorado South Iron oxide, copper, gold, silver, and uranium project located in Canada’s Northwest Territories. The Eldorado South permit (#S07C-008) is valid until July 10, 2013.
The Company completed a comprehensive First Nations Traditional Educational Knowledge Report for this region which was completed to the satisfaction of the Deline Land Corporation and the Community of Deline. The Company intends to further expand wildlife and environmental programs and baseline studies in the Eldorado & Contact Lake uranium districts as the projects advance. On December 19, 2005 we signed a 5 Year Cooperation, Access and Benefits Agreement with the Deline Land Corp and the Sahtu Dene & Metis for the eastern Great Bear Lake Region.
In its effort to maintain strong relations and an ongoing working relationship with the Deline Land Corp. and the people of Sahtu-Dene First Nations peoples living in Deline, we visited and participated in a comprehensive Community Consultation on June 18, 2008 in the community of Deline, NT. We made a detailed presentation to the community of the results of our 2007 exploration & drilling program and our future plans for expanded exploration and drilling in the 2008 season. We addressed various environmental issues, environmental best practices management strategy, sustainable development philosophy and its policy of First Nations community outreach and development in the Sahtu Region. The Company continues to maintain strong relations and a solid working relationship with the Deline Land Corp. and the people of Deline Sahtu-Dene First Nations. The Company places the long term relationship and well-being of the Community of Deline, as the cornerstone to a successful working relationship and a corporate priority, governing its long-term principles with regard to the responsible sustainable development in the Sahtu Region.
A summary of our claims can be found below:
| | | | |
Name | | Tag Number | | Size (ha) |
PR 1 | | K06181 | | 1,045.10 |
PR 2 | | K06182 | | 1,045.10 |
PR 3 | | K06183 | | 1,045.10 |
PR 4 | | K06194 | | 1,045.10 |
PR 5 | | K06195 | | 1,045.10 |
PR 6 | | K06196 | | 1,045.10 |
PR 7 | | K06197 | | 1,045.10 |
PR 8 | | K06198 | | 1,045.10 |
PR 9 | | K06199 | | 1,045.10 |
PR 10 | | K06200 | | 1,045.10 |
PR 11 | | K06201 | | 480.77 |
PR 12 | | K06202 | | 1,045.10 |
PR 13 | | K06203 | | 1,045.10 |
PR 14 | | K06204 | | 449.40 |
PR 15 | | K06205 | | 41.80 |
PR 16 | | K06206 | | 585.18 |
PR 18 | | K06208 | | 94.09 |
PR 19 | | K06209 | | 161.98 |
PR 20 | | K06210 | | 62.73 |
PR 21 | | K06211 | | 1,045.10 |
PR 22 | | K06212 | | 1,045.10 |
PR 23 | | K06213 | | 1,045.10 |
PR 24 | | K06214 | | 1,045.10 |
PR 25 | | K06215 | | 1,045.10 |
LD 1 | | K01201 | | 1,045.10 |
LD 2 | | K01202 | | 1,045.10 |
LD 3 | | K01203 | | 1,045.10 |
LD 4 | | K01204 | | 1,045.10 |
LD 5 | | K01205 | | 1,045.10 |
LD 6 | | K01206 | | 1,045.10 |
| | | | |
| | | | 25,913.25 |
18
Figure 10
![[finalallin5020.gif]](https://capedge.com/proxy/20-F/0001278615-09-000003/finalallin5020.gif)
19
Our expenditures related to the Eldorado South Uranium Project can be summarized as follows:
| | | | | | | | |
| Cumulative amounts from inception to 30 November 2008 | For the year ended 30 November 2008 | For the year ended 30 November 2007 | For the year ended 30 November 2006 |
| | $ | | $ | | $ | | $ |
Exploration operating expenses | | | | | | | | |
Camp costs and field supplies | | 27,967 | | 8,989 | | 18,978 | | - |
Claim maintenance and permitting | | 6,391 | | 916 | | 5,475 | | - |
Community relations and government | | 3,555 | | 3,555 | | - | | - |
Equipment rental | | 2,623 | | 1,778 | | 845 | | - |
Geology and engineering | | 230,690 | | 118,858 | | 111,832 | | - |
Geophysics | | 3,000 | | - | | 3,000 | | - |
Staking and line cutting | | 343,599 | | 237,944 | | 105,655 | | - |
Transportation and fuel | | 173,781 | | 171,561 | | 2,220 | | - |
Wages, consulting and management fees | 229,381 | | 210,381 | | 19,000 | | - |
| | | | | | | | |
| | 1,020,987 | | 753,982 | | 267,005 | | - |
Port Radium - Crossfault Lake Mineral Claims, NT (Eldorado-Contact Lake Project)
In 2005, we acquired a 100% undivided right, title and interest, subject to a 2% NSR, in five mineral claims totalling 1,820.56 ha (4,498.68 acres) (the “Port Radium – Crossfault Lake Mineral Claims”) located north of Port Radium on Great Bear Lake, NT, for cash payments of $60,000 (paid) and 450,000 common shares (issued and valued at $297,000) of the Company. The Company may purchase one-half of the NSR for a one-time payment of $1,000,000 (Figure 11).
A summary of our claims can be found below:
| | | | |
Name | | Tag Number | | Size (ha) |
GOSSAN 1 | | F91851 | | 418.04 |
GOSSAN 2 | | F91858 | | 418.04 |
CROSS | | F91458 | | 33.44 |
RAD 1 | | F91859 | | 627.06 |
RAD 2 | | F91860 | | 323.98 |
| | | | 1,820.56 |
Our expenditures related to the Crossfault Lake Property, can be summarized as follows:
| | | | | | | | |
| Cumulative amounts from inception to 30 November 2008 | For the year ended 30 November 2008 | For the year ended 30 November 2007 | For the year ended 30 November 2006 |
| | $ | | $ | | $ | | $ |
Exploration operating expenses | | | | | | | | |
Camp maintenance and permitting | | 682 | | 682 | | - | | - |
Transportation and fuel | | 817 | | 817 | | - | | - |
Wages, consulting and management fees | 16,258 | | 16,258 | | - | | - |
| | 17,757 | | 17,757 | | - | | - |
Acquisition of mineral property interests | | 357,000 | | - | | - | | - |
| | | | | | | | |
Recovery of mineral property costs | | (12,645) | | (12,645) | | - | | - |
| | | | | | | | |
| | 362,112 | | 5,112 | | - | | - |
20
Figure 11
![[finalallin5022.gif]](https://capedge.com/proxy/20-F/0001278615-09-000003/finalallin5022.gif)
21
Port Radium - Eldorado Uranium Mineral Claims, NT (Eldorado-Contact Lake Project)
In 2005, the Company entered into a lease agreement with South Malartic Exploration Inc. to purchase a 50% undivided interest, title and right in three mineral claims, totalling 106.53 ha (263.13 acres) (the “Eldorado Uranium Mineral Claims”) located at Port Radium on Great Bear Lake, NT, for a cash payment of $20,000 (paid) (Figure 12).
Acquisition of the 50% ownership in the property entitled us to full access and possession to a detailed technical library, exploration reports and historical data in South Malartic’s possession. Also, included in the data acquisition were reports, maps, historical uranium production records, drill logs and uranium assay reports.
The property is located on Labine Point at Port Radium, NT. Starting in 1933, the mine produced 15 million pounds of high grade uranium and 8 million ounces of silver, plus copper, nickel, radium, lead and polonium. The mine currently has about 40 km of existing underground workings on 14 levels.
J. Fingler, P.Geo., of Vancouver, British Columbia completed a National Instrument 43-101 compliant technical report dated August 21, 2006 (“Technical Report”) on the Eldorado-Port Radium Property. The Technical Report provides a comprehensive description of the Eldorado-Port Radium Property including previous work, geology and mineralization and also makes recommendations for further work on the Property.
A summary of our claims can be found below:
| | | | |
Name | | Tag Number | | Size (ha) |
ELDORADO | | Lease # 3032 | | 30.32 |
ELDORADO | | Lease # 3033 | | 44.81 |
ELDORADO | | Lease # 3034 | | 31.40 |
| | | | |
| | | | 106.53 |
Our expenditures related to the Eldorado Uranium Mineral Claims can be summarized as follows:
| | | | | | | | |
| Cumulative amounts from inception to 30 November 2008 | For the year ended 30 November 2008 | For the year ended 30 November 2007 | For the year ended 30 November 2006 |
| | $ | | $ | | $ | | $ |
| | | | | | | | |
Exploration operating expense | | | | | | | | |
Claim maintenance and permitting | | 526 | | - | | 526 | | - |
Acquisition of mineral property interests | | 20,000 | | - | | - | | - |
| | | | | | | | |
| | 20,526 | | - | | 526 | | - |
22
Figure 12
![[finalallin5024.gif]](https://capedge.com/proxy/20-F/0001278615-09-000003/finalallin5024.gif)
23
North Contact Lake Mineral Claims, NT (Eldorado-Contact Lake Project)
In 2006, the Company acquired a 100% right, interest and title, subject to a 2% NSR, in eleven mineral claims (the “North Contact Lake Mineral Claims”), for a payment of $75,000 cash (paid) and the issuance of 250,000 common shares of the Company (issued and valued at $182,500). The Company may purchase one-half of the NSR for a one-time payment of $1,000,000. The North Contact Lake Mineral Claims are situated north of Contact Lake on Great Bear Lake approximately 680 km (423 miles) north of Yellowknife, NT, totalling 6,305.22 ha (15,580.48 acres) (Figure 13).
The property is the northern extension of the Contact Lake Project and includes the Contact Lake – Echo Bay Stato-volcanic complex, having hundreds of known or recorded copper, gold, silver, nickel, cobalt, REE and high grade uranium occurrences identified in Proterozoic rocks.
A summary of our claims can be found below:
| | | | |
Name | | Tag Number | | Size (ha) |
EC 1 | | F98661 | | 250.82 |
EC 2 | | F98662 | | 940.59 |
EC 3 | | F98663 | | 940.59 |
EC 4 | | F98664 | | 587.35 |
EC 5 | | F98665 | | 55.60 |
EC 6 | | F98666 | | 192.30 |
EC 7 | | F98667 | | 477.82 |
EC 8 | | F98668 | | 1,045.10 |
EC 9 | | F98669 | | 1,045.10 |
EC 10 | | F98670 | | 731.57 |
EC 24 | | F98369 | | 38.67 |
| | | | |
| | | | 6,305.22 |
Total expenditures related to the North Contact Lake Mineral Claims can be summarized as follows:
| | | | | | | | |
| Cumulative amounts from inception to 30 November 2008 | For the year ended 30 November 2008 | For the year ended 30 November 2007 | For the year ended 30 November 2006 |
| | $ | | $ | | $ | | $ |
| | | | | | | | |
Exploration operating expense | | | | | | | | |
Camp costs and field supplies | | 1,034 | | 1,034 | | - | | - |
Drilling | | 353,182 | | 353,182 | | - | | - |
Transportation and fuel | | 9,606 | | 9,606 | | - | | - |
Wages, consulting and management fees | | 13,012 | | 13,012 | | - | | - |
| | | | | | | | |
| | 376,834 | | 376,834 | | - | | - |
Acquisition of mineral property interest | | 257,500 | | - | | - | | 257,500 |
| | 634,334 | | 376,834 | | | | 257,500 |
24
Figure 13
![[finalallin5026.gif]](https://capedge.com/proxy/20-F/0001278615-09-000003/finalallin5026.gif)
25
Longtom Property (Damp Claim Lease), NT
The Company holds a 50% undivided interest subject to a 2% NSR, totalling 361.38 ha (892.61 acres), in the Longtom Property (the “Longtom Property”) located about 350 km northwest of Yellowknife, NT. The Longtom Property is registered 100% in the name of the Company and we are the operator of the Longtom Property (Figure 14).
The Company has the right to acquire the remaining 50% interest in the Longtom Property (the “Longtom Option”) for $315,000 payable either in cash or50% ($157,500) in cash and 50% in common shares of the Company. The deemed price of our shares issued on the exercise of the Longtom Option would be the average TSX Venture Exchange closing market price of its common shares on the five trading days immediately preceding and the five trading days immediately following the date that the option is exercised. The Company is compelled to exercise the Longtom Option: 1) within 90 days from the date it has incurred $5,000,000 in exploration expenditures on the Longtom Property; or 2) at the date we advise the optionor in writing that it will complete the Longtom Option to purchase the remaining 50% interest in the Longtom Property.
The Company has the right to enter into joint venture or option agreements related to the Longtom Property with third parties prior to the exercise of the Longtom Option.
In 2003, the Company entered into a Letter of Intent (the “Letter of Intent”) with Fronteer Development Group Inc. (“Fronteer”). On October 26, 2006, Fronteer earned its 75% interest in the Longtom Property by paying the Company $15,000 cash (received) and spending an aggregate of $500,000 (incurred) on exploration expenditures over three years.
The Longtom Property is located 50 km southeast of Great Bear Lake, NT.
The Longtom property is located within the Bear Geological Province, bounded by the Coronation Geo-syncline to the East and the Great Bear Magmatic Zone to the West. All known mineral deposits and showings occur along north-south and north-east fault zones and north-west fold axial planes. These features are related to the Wopmay Deformation Zone, which was reactivated during an east-west shortening event, resulting in north-south folding and the development of pervasive north-east striking strike slip faults. The development of these faults undoubtedly played a role in the development of IOCG style mineralization in the Bear Province.
The rocks of the main Longtom claim area have been divided into seven lithological units. Volcanic and sedimentary units dip moderately to steeply to the south in the area of the Damp prospect and gently to the north northeast in the Devil’s Lake area. All units except the later diabase dykes are affected by northeast trending faults and fractures.
A summary of our Damp mineral lease claim can be found below:
| | | | |
Claim Name | | Tag Number | | Size (ha) |
DAMP | | Mineral Lease # 3759 | | 361.38 |
26
Figure 14
![[finalallin5028.gif]](https://capedge.com/proxy/20-F/0001278615-09-000003/finalallin5028.gif)
27
Our expenditures related to the Longtom Property are summarized as follows:
| | | | | | | | |
| Cumulative amounts from inception to 30 November 2008 | For the year ended 30 November 2008 | For the year ended 30 November 2007 | For the year ended 30 November 2006 |
| | $ | | $ | | $ | | $ |
| | | | | | | | |
Exploration operating expenses | | | | | | | | |
Assaying and geochemical | | 335 | | - | | - | | |
Camp costs and field supplies | | 147,024 | | - | | - | | - |
Claim maintenance and permitting | | 1,786 | | - | | 893 | | 893- |
Drilling | | 210,057 | | - | | - | | - |
Geology and engineering | | 418,998 | | - | | - | | |
Transportation and fuel | | 322,529 | | - | | - | | |
Wages, consulting and management fees | | 200,899 | | 10,626 | | - | | |
| | | | | | | | |
| | 1,301,628 | | 10,626 | | 893 | | 893 |
| | | | | | | | |
Recovery of mineral property costs | | (52,497) | | - | | | | (4,000) |
| | | | | | | | |
Sales of mineral property interests | | (55,000) | | - | | - | | - |
| | | | | | | | |
Write-off of mineral properties and related costs | | 220,552 | | - | | - | | - |
| | | | | | | | |
| | 1,414,683 | | 10,626 | | 893 | | (3,107) |
Most previous work on the property was concentrated on the Damp Zone, a relatively small area near its north end. The mineralization occurs in a specular hematite-magnetite breccia, similar to that seen at major IOCG deposits. Shallow holes were drilled at the Damp Zone in 1988 (16 holes by CEGB totalling 1200m) and 1997 (4 holes by Mongolia Gold Resources totalling 944). Appreciable copper, gold, cobalt, silver, uranium bismuth and nickel were obtained over considerable widths in a zone of albite and hematite-magnetite alteration in volcanic flows. The Damp Zone is near the north end of a strong magnetic anomaly.
In 2003, the Company carried out semi-regional gravity and IP surveys and followed up with a diamond drill program. A 12-hole (2634 m) drill program was carried out to test anomalies arising from the magnetic, gravity and IP surveys. This drill program intersected IOCG-style mineralization and anomalous copper values. The strongest combined magnetic-gravity-chargeability anomalies on the property remain untested.
During July and early August 2004, a nine-hole NQ diamond drilling program was completed on the Longtom Property. A total of 2132 metres were drilled over the course of the program. Drilling was designed to target IOCG style mineralization. In January 2005, a five day reconnaissance program was carried out in order to re-examine drill core from historic operations.
In 2006, the Company elected to abandon nine claims on the Longtom Property as it did not intend to do any further work.
No work is planned by the Company for 2009.
28
Longtom Property (Target 1), NT
During the year ended November 30, 2003, the Company acquired a 50% interest in a 721.42 ha (1,781.90 acres) mineral property located in the Longtom Lake area of the Northwest Territories for cash proceeds of $15,000 and 200,000 common shares of the Company valued at $56,000 (Figure 15).
Travel to the Target 1 claim can be accessed via aircraft. As of December 31, 2004, it was known that no electricity was available at the site and that surface water was plentiful within the boundaries of the property. No known mineralization had been found in this target, nor were there any known resources or reserves; sufficiency of surface rights and availability of power, water, tailings storage and waste disposal areas, heap leach pad sites and potential processing plant sites had not been addressed.
A summary of our claim can be found below:
| | | | |
Claim Name | | Tag Number | | Acreage |
TARGET 1 | | F71013 | | 1,781.90 |
Total expenditures related to the Longtom Property (Target 1) can be summarized as follows:
| | | | | | | | |
| Cumulative amounts from inception to 30 November 2008 | For the year ended 30 November 2008 | For the year ended 30 November 2007 | For the year ended 30 November 2006 |
| | $ | | $ | | $ | | $ |
| | | | | | | | |
Exploration operating expenses | | | | | | | | |
Geology and engineering | | 2,103 | | - | | - | | - |
Wages, consulting and management fees | | 21,648 | | - | | - | | - |
| | | | | | | | |
| | 1 | | - | | - | | - |
| | | | | | | | |
Acquisition of mineral property interests | | 71,000 | | - | | - | | - |
| | | | | | | | |
Recovery of mineral property costs | | (3,530) | | - | | - | | - |
| | | | | | | | |
| | 1 | | - | | - | | - |
The potential of the Target 1 claim is based upon our exploration results of the Longtom Property.
No work is planned by the Company for 2009.
29
Figure 15
![[finalallin5030.gif]](https://capedge.com/proxy/20-F/0001278615-09-000003/finalallin5030.gif)
30
MacInnis Lake Property, NT
In 2005, the Company acquired a 100% interest, subject to a 2% NSR, in twelve mineral claims (the “MacInnis Lake Uranium Claims”) and three additional mineral claims (the “Kult Claims”) located approximately 275 km southeast of Yellowknife, NT, collectively known as the MacInnis Lake Uranium Project. The acquisition was completed for cash proceeds of $100,000 (paid) and 650,000 common shares (issued and valued at $158,000) of the Company. The MacInnis Lake Uranium Project now consists of fifteen mineral claims totalling 10,596.35 ha (26,172.98 acres) (Figure 16).
The Company entered into an option agreement dated April 1, 2005, as amended April 11, 2006, and again on September 29, 2008, with Max Resource Corp. (“Max Resource”), whereby Max Resource can earn an interest, subject to a 2% NSR, in the MacInnis Lake Uranium Project. The terms of the option agreement calls for Max Resource to make payments as follows:
i.
cash payments totalling $30,000 (received);
ii.
the issuance of 200,000 common shares of Max Resource (received and sold for proceeds of $198,466); and
iii.
work commitments totalling $2,000,000 over a five year period ($250,000 on or before 31 October 2008 (incurred); $750,000 on or before 31 October 2009 ($234,307 incurred); $500,000 on or before 31 October 2010 and $500,000 on or before 31 October 2011.
The terms of the option agreement call for Max Resource to earn a 25% interest in the MacInnis Lake Property upon making the payments in i. and ii. above together with the first $1,000,000 in work commitments. Max Resource may earn a further 25% interest when it completes the $2,000,000 in work commitments. The parties have agreed to enter into a joint venture agreement upon full exercise of the option. The Company is and will remain the operator of the project for the term of the option agreement.
The MacInnis Lake uranium block is located in the Nonacho Basin, 150 km northeast of Fort Smith, which is 275 km southeast of Yellowknife, NT. The area contains 28 known high-grade uranium showings discovered, between 1954 and 1988, by previous explorers Cominco, Shell, PNC and Uranerz. The basin itself is a sandstone terrain of the Proterozoic age, geographically analogous with the Athabasca Basin in Northwest Saskatchewan.
A summary of our claims can be found below:
| | | | |
Name | | Tag Number | | Size (ha) |
KULT 2 | | F90257 | | 1,045.10 |
KULT 3 | | F90258 | | 1,045.10 |
KULT 4 | | F70809 | | 836.08 |
KULT 5 | | F90260 | | 1,045.10 |
INN 2 | | F79832 | | 167.22 |
INN 3 | | F79833 | | 250.74 |
INN 4 | | F79834 | | 940.59 |
INN 5 | | F67474 | | 1,045.10 |
INN 6 | | F79836 | | 652.98 |
INN 7 | | F79837 | | 1,024.20 |
INN 8 | | F79838 | | 1,003.30 |
INN 9 | | F79839 | | 42.20 |
INN 10 | | F79840 | | 235.43 |
INN 11 | | F79808 | | 1,024.00 |
INN 12 | | F79809 | | 343.72 |
| | | | 10,700.86 |
31
Figure 16
![[finalallin5031.jpg]](https://capedge.com/proxy/20-F/0001278615-09-000003/finalallin5031.jpg)
32
Our expenditures related to the MacInnis Lake Property can be summarized as follows:
| | | | | | | | |
| Cumulative amounts from inception to 30 November 2008 | For the year ended 30 November 2008 | For the year ended 30 November 2007 | For the year ended 30 November 2006 |
| | $ | | $ | | $ | | $ |
| | | | | | | | |
Operating expenses | | | | | | | | |
Claim maintenance and permitting | | 2,670 | | - | | 2,670 | | - |
Geology and engineering | | 19,446 | | 6,438 | | 832 | | 1,731 |
Surveying | | 323,117 | | - | | 110,092 | | - |
Transportation and fuel | | 8,734 | | - | | - | | - |
Wages, consulting and management fees | | 74,951 | | - | | 3,925 | | 1,500 |
| | | | | | | | |
| | 428,918 | | 6,438 | | 117,519 | | 3,231 |
| | | | | | | | |
Acquisition of mineral property interests | | 258,000 | | - | | - | | |
| | | | | | | | |
Recovery of mineral property costs | | (480,540) | | - | | (130,792) | | (15,000) |
| | | | | | | | |
| | 206,378 | | 6,438 | | (13,273) | | (11,769) |
The Company has not conducted exploration activities during the period on this property pending the resolution of permit issues in this region.
In June 2005, an airborne survey was completed of the area by Fugro Airborne Surveys, with a focus on uranium deposits discovery and a emphasis on unconformity related deposits. The surveys covered 950 line km along east-west orientation, with 200 meters spacings, using a specially modified Dash-7 aircraft. Max Resources also planned regional mapping, trenching, review of archived drill data and follow up ground geophysics.
During the year ended November 30, 2007, the Company completed a High Resolution Aeromagnetic Radiometric geophysical survey. The geophysical survey consisted of 2,093 line-kilometers at 100 meter line spacings and was flown by Fugro Airborne Surveys.
Due to current market conditions, no work is planned for 2009.
The Company has recently completed all of the required assessment work and filings for the MacInnis Lake Uranium Project with the Mine Recorder’s office in Yellowknife, NT.
ITEM 4A - UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 5 - OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The Company is engaged in the acquisition, exploration and development of resource properties. As we are currently in the exploration stage, we have had no operating revenue during the years ended November 30, 2008, 2007, and 2006. As of November 30, 2008, we have conducted exploration work on several properties located in the Northwest Territories, Canada.
This discussion and analysis of the operating results and financial position of our Company for the three years ended November 30, 2008, 2007, and 2006 should be read in conjunction with the financial statements and the related notes included in Item 17. This section contains ‘forward-looking statements”. See “Cautionary Note on Forward-Looking Statements”.
General Assumptions and Policies
Exchange Rates
Transaction amounts denominated in foreign currencies are translated into functional currency at exchange rates prevailing at transaction dates.
Inflation
Based on prior history for at least the past two fiscal years, we do not believe that inflation will have a materially adverse effect on our financial condition. However, no assurance can be given that we will not experience a substantial increase in inflation.
Financial Instruments and Other Instruments
Fair Value
The fair value of cash and cash equivalents, amounts receivable, accounts payable and accrued liabilities approximates their carrying value due to the short-term nature of these financial instruments. The fair value of available for sale investments is equivalent to market value, although available for sale investments are carried at the lower of cost or market value.
Exchange Risk
We operate in Canada and so are not subject to foreign currency risk arising from changes in exchange rates with other currencies.
Interest Rate Risk
We are exposed to interest rate risk on our short-term investments, but this risk relates only to investments held to fund future activities and does not affect our current operating activities.
Credit Risk
The Company’s cash resources are invested in R1-High bankers acceptance notes on deposit with large Canadian chartered Banks. None of the Company’s funds are exposed to repayment risks associated with short term commercial paper or asset-backed commercial paper. These securities comply with the Company’s strict investment criteria and policy of utilizing only R1-High investment guaranteed instruments that are paid promptly on maturity.
A.
Operating Results
Year ended November 30, 2008 compared to year ended November 30, 2007
The Company incurred a net loss of $6,489,209 for the fiscal year ended November 30, 2008 as compared to a loss of $7,916,250 for fiscal 2007. The decrease in our net loss in the 2008 fiscal year over 2007 can be attributed to reduced exploration costs relating to our mineral property interests in the Northwest Territories, and in particular, to our Contact Lake Mineral Claims and Eldorado/Port Radium – Glacier Lake Mineral Claims, on which we spent a total of $1,847,546 (2007 - $5,968,067) and $612,424 (2007 - $5,524,766) respectively. Our exploration program budget was reduced due to market conditions. The decision was made to conserve capital until more favourable market conditions return. This decrease was partially attributed to a decrease in future income tax recovery to $Nil from the $7,123,638 recorded during fiscal 2007, an decrease in interest income during fiscal 2008 to $767,768 from the $1,279,560 earned during the prior fiscal period an d a decrease in stock-based compensation, a non-cash expense, to $548,070 from the $1,970,027 incurred during fiscal 2007.
This decrease in development activities incurred a corresponding decrease in general and administration expenses for the year ended November 30, 2008 of $1,047,418; a total of $3,644,015 was spent in fiscal year 2008, as compared to $4,691,433 in the comparable period of 2007. There were notable decreases in the areas of advertising and promotion expenses (2008 - $265,378, 2007 - $475,043), and filing and financing fees (2008 - $119,881, 2007 - $136,896). There were several increases in the areas of salaries and benefits (2008 – $575,269, 2007 - $397,982), Part XII.6 tax (2008 - $711,124, 2007 - $556,200), legal and accounting expenses (2008 - $349,567, 2007 - $314,683) and transfer fees and shareholder information (2008 - $477,635, 2007 - $248,649).
Year ended November 30, 2007 compared to year ended November 30, 2006
The Company incurred a net loss of $7,916,250 for the fiscal year ended November 30, 2007 as compared to a loss of $11,630,209 for fiscal 2006. The decrease in our net loss in the 2007 fiscal year over 2006 can be attributed mainly to the increase in future income tax recovery to $7,123,638 from the $1,429,960 recorded during fiscal 2006, an increase in interest income during fiscal 2007 to $1,279,560 from the $802,010 earned during the prior fiscal period and a decrease in stock-based compensation, a non-cash expense, to $1,970,027 from the $3,237,869 incurred during fiscal 2006. Our exploration costs increased slightly from $9,447,131 in 2006 to $11,747,984 in 2007. Our mineral property interests in the Northwest Territories, and in particular, the Contact Lake Mineral Claims and Eldorado/Port Radium – Glacier Lake Mineral Claims, included exploration costs of $5,968,067 and $5,524,766.
This increase in development activities incurred a corresponding increase in general and administration expenses for the year ended November 30, 2007 of $288,740; a total of $4,691,433 was spent in fiscal year 2007, as compared to $4,402,693 in the comparable period of 2006. There were notable increases in the areas of advertising and promotion expenses (2007 - $475,043, 2006 - $247,563), filing and financing fees (2007 - $136,896, 2006 - $93,387), Part XII.6 tax (2007 - $556,200, 2006 - $Nil), legal and accounting expenses (2007 - $314,683, 2006 - $178,794) and salaries and benefits (2007 – $397,982, 2006 - $Nil)
Year ended November 30, 2006 compared to year ended November 30, 2005
The Company incurred a net loss of $11,630,209 for the fiscal year ended November 30, 2006 as compared to a loss of $2,832,810 for fiscal 2005. The increase in our net loss in the 2006 fiscal year over 2005 can be attributed to the acceleration of our exploration costs, relating to our mineral property interests in the Northwest Territories, and in particular, to our Contact Lake Mineral Claims and Eldorado/Port Radium – Glacier Lake Mineral Claims, on which we spent a total of $8,359,925 and $844,582 respectively.
This increase in development activities incurred a corresponding increase in general and administration expenses for the year ended November 30, 2006 of $3,522,606; a total of $4,402,693 was spent in fiscal year 2006, as compared to $880,087 in the comparable period of 2005. This amount includes advertising and promotion costs of $247,563, office and miscellaneous costs of $181,523 and stock-based compensation, a non-cash expense, of $3,237,869. These costs in the 2005 comparable period were $124,842, $57,321 and $185,580, respectively, with notable increases in the areas of directors fees (2006 - $30,950, 2005 - $Nil), filing and financing fees (2006 - $93,387, 2005 - $56,587), legal and accounting expenses (2006 - $178,794, 2005 - $149,959), management fees (2006 - $135,000, 2005 - $60,000), rent and utilities expenses (2006 - $38,656, 2005 - $9,350) and transfer fees and shareholder information (2006 - $102,543, 2005 - $79,438); notable decreases between fiscal year 200 6 versus 2005 were found in consulting fees which decreased by $16,448.
B.
Liquidity and Capital Resources
General
Since incorporation, the Company has financed its operations almost exclusively through the sale of common shares to investors. As the Company is a mining exploration and development company with no producing resource properties, it does not generate operating income or cash flow from business operations. Until a significant body of ore is found, working capital requirements are minimal, and the Company expects to continue to finance operations through the sale of equity in fiscal 2009. There is no guarantee that the Company will be successful in arranging financing on acceptable terms. See “Cautionary Note on Forward-Looking Statements”.
To a significant extent, the ability to raise capital is affected by trends and uncertainties beyond the Companies control. These include the market prices for base and precious metals and results from our exploration programs. Our ability to attain our business objectives may be significantly impaired if prices for metals such as gold and uranium fall or if results from our intended exploration programs on our properties are unsuccessful.
The Company currently has no operating revenues other than interest income and proceeds from the sale of available for sale investments. The Company relies primarily on equity financing as well as the exercise of warrants to fund its exploration and administrative costs.
Our cash resources are invested in R1-High bankers acceptance notes on deposit with an AAA rated Canadian Banking Institution. None of the Company’s funds are exposed to repayment risks associated with short term commercial paper or asset-backed commercial paper. These securities comply with the Company’s strict investment criteria and policy of utilizing only R1-High investment guaranteed instruments that are paid promptly on maturity.
As at November 30, 2008, the Company had cash and cash equivalents on its balance sheet of $17,367,576 and working capital of $15,655,748 as compared to cash and cash equivalents on its balance sheet of $23,151,345 and working capital of $22,201,966 at November 30, 2007. The reduction in cash and cash equivalents and working capital of $5,783,769 and $6,546,218, respectively, is in part due to annual exploration expenditures and general and administrative costs.
Subsequent to the reporting period, the Company received $350,000 from the issuance of 2,333,333 flow-through units at a price of $0.15 per unit. These funds must be spent on Canadian mineral exploration expenditures before December 31, 2009. As at March 6, 2009, the Company has cash and cash equivalents of approximately $16,700,000 on its balance sheet. The Company believes that this is sufficient to fund its currently planned exploration and administrative budget through the balance of fiscal 2009. We plan to spend approximately $400,000 on exploration expenditures and $2,000,000 on general and administrative expenses in 2009.
Recently, the poor conditions in the U.S. housing market and the credit quality of mortgage backed securities continued and worsened in 2008, causing a loss of confidence in the broader U.S. and global credit and financial markets and resulting in the collapse of, and government intervention in, major banks, financial institutions and insurers and creating a climate of greater volatility, less liquidity, widening of credit spreads, a lack of price transparency, increased credit losses and tighter credit conditions. These disruptions in the current credit and financial markets have had a significant material adverse impact on a number of financial institutions and have limited access to capital and credit for many companies. These disruptions could, among other things, make it more difficult for us to obtain, or increase our cost of obtaining, capital and financing for our operations in the future. Our access to additional capital may not be available on terms a cceptable to us or at all.
We expect to rely upon our current available capital throughout the current fiscal year. If costs increase substantially or we incur greater losses than expected, our exploration activities and other operations will be reliant upon equity financings to continue into the future. The current market conditions could make it difficult or impossible for us to raise necessary funds to meet our capital requirements. If we are unable to obtain financing through equity investments, we will seek multiple solutions including, but not limited to, credit facilities or debenture issuances.
We do not have any loans outstanding at this time.
Financing Activities
A summary of the components of the funds raised in 2008 and the two prior years is as follows:
| | | |
| 2008 $ | 2007 $ | 2006 $ |
Issuance of common shares | - | - | - |
Issuance of flow-through shares | - | - | 16,556,290 |
Issuance of Warrants | - | - | 5,740,710 |
Warrants exercised | - | 5,183,706 | 6,467,056 |
Options exercised | 30,000 | 320,000 | 520,000 |
Share issuance costs | - | - | (1,218,894) |
| 30,000 | 5,503,706 | 28,065,162 |
The particulars of all capital raising transactions for the last two years are detailed below. Proceeds of these financings have been used for exploration and for development expenditures (only when and if warranted) in connection with our mineral projects, for working capital and for acquisition of additional projects.
1.
During the year ended November 30, 2008, the Company issued 150,000 common shares valued at a price of $0.20 per share upon the exercise of previously outstanding stock options. As at November 30, 2008, a total of 50,000 stock options expired. As at November 30, 2008, no stock options in this series remain outstanding.
2.
During the year ended November 30, 2008, 50,000 stock options with an exercise price of $0.85 per share expired. As at November 30, 2008, 3,200,000 stock options in this series remain outstanding.
3.
During the year ended November 30, 2008, a total of 3,190,000 share purchase warrants valued at a price of $2.15 per share expired. As at November 30, 2008, no share purchase warrants in this series remain outstanding.
4.
During the year ended November 30, 2008, a total of 508,296 agent compensation warrants valued at a price of $2.20 per share expired. As at November 30, 2008, no agent compensation warrants in this series remain outstanding.
5.
During the year ended November 30, 2008, the Company issued 3,500,000 stock options to directors, officers, employees and consultants of the Company. Of the options issued, 3,400,000 were issued with an exercise price of $0.35 and the remaining 100,000 were issued with an exercise price of $1.00. A total of 3,025,000 options vested immediately upon issuance and the remaining 475,000 options vest in four equal quarters starting December 1, 2008. All options in this series expire July 31, 2011.
6.
During the year ended November 30, 2008, the Company was required to amend its flow-through filings related to the flow-through shares issued and renounced in 2006 to reflect a reduction in the amount renounced of approximately $2,000,000. The Company has accrued a charge against capital stock and recorded a payable amount of $739,687 (2007 - $Nil, 2006 - $Nil) as the estimated costs to the Company for amending its flow-through filings.
7.
During the year ended November 30, 2007, the Company issued 1,844,450 common shares valued at a price of $0.75 per share upon the exercise of previously outstanding share purchase warrants. As at November 30 2007, no share purchase warrants in this series remain outstanding.
8.
During the year ended November 30, 2007, the Company issued 5,771,250 common shares valued at a price of $0.65 per share upon the exercise of previously outstanding share purchase warrants. As at November 30, 2007, a total of 500,000 share purchase warrants expired. As at November 30, 2007, no share purchase warrants in this series remain outstanding.
9.
During the year ended November 30, 2007, the Company issued 9,336 common shares valued at a price of $0.45 per share upon the exercise of previously outstanding agent compensation warrants. As at November 30, 2007, no agent compensation warrants in this series remain outstanding.
10.
During the year ended November 30, 2007, the Company issued 59,808 common shares valued at a price of $0.75 per share upon the exercise of previously outstanding agent compensation warrants. During the year ended November 30, 2007, a total of 4,668 agent compensation warrants were issued and 2,002 agent compensation warrants expired. As at November 30, 2007, no agent compensation warrants in this series remain outstanding.
11.
During the year ended November 30, 2007, a total of 2,750,000 share purchase warrants valued at a price of $2.10 per share expired. As at November 30, 2007, no share purchase warrants in this series remain outstanding.
12.
During the year ended November 30, 2007, a total of 100,112 agent compensation warrants valued at a price of $2.10 per share expired. As at November 30, 2007, no agent compensation warrants in this series remain outstanding.
13.
During the year ended November 30, 2007, a total of 435,680 agent compensation warrants valued at a price of $2.15 per share expired. As at November 30, 2007, no agent compensation warrants in this series remain outstanding.
14.
During the year ended November 30, 2007, the Company issued 100,000 common shares valued at a price of $0.20 per share upon the exercise of previously outstanding stock options. As at November 30, 2007, 200,000 stock options in this series remain outstanding.
15.
During the year ended November 30, 2007, the Company issued 500,000 common shares valued at a price of $0.60 per share upon the exercise of previously outstanding stock options. As at November 30, 2007, 2,400,000 stock options in this series remain outstanding.
16.
During the year ended November 30, 2007, 55,000 stock options with an exercise price of $0.15 per share expired. As at November 30, 2007, no stock options in this series remain outstanding.
17.
On November 7, 2007, the Company entered into an Amending Agreement with the holders of 3,250,000 existing options amending the exercise price from $1.57 to $0.85 per share and the expiry date from September 27, 2008 to November 7, 2010. The stock-based compensation expense related to this repricing of 3,250,000 stock options was $1,119,365.
Financial Instruments
All financial instruments we use are predominantly denominated in Canadian dollars. We do not engage in any hedging operations with respect to currency or in-situ minerals. Funds which are currently in excess of our current expenditures are invested in low risk, highly liquid investments with original maturations of three months or less.
Capital Expenditure Commitments
At November 30, 2008, we were not party to any capital expenditure commitments, though we do anticipate expenses to subcontractors over the eight-month period from April to October, 2009 of over $350,000, in relation to further exploration costs.
C.
Research and Development, Patents and Licenses, etc.
None.
D.
Trend Information
As we are an exploration company with no producing properties, information regarding trends in: production, sales and inventory, and similar are not meaningful. We have recently acquired interests in properties and it is likely that we will expand our exploration activities. As a result, we expect that our operating losses will increase over the next 12 months.
E.
Off-balance Sheet Arrangements
We have no off-balance sheet arrangements that would require disclosure.
F.
Tabular Disclosure of Contractual Obligations
In the year ended November 30, 2008, we were not party to any agreements or arrangements which gave rise to any contractually obligated payments.
G.
Safe Harbour
Certain statements contained in this Annual Report may be viewed as "forward-looking statements" within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the US Securities Exchange Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause actual events, and/or the actual performance, financial condition or results of operations of our company to be materially different from any future performance, financial condition or results of operations implied by such forward-looking statements. Further information regarding these risks, uncertainties and other factors is included in this Annual Report under “Item 3D” and such other documents that we may file with the SEC from time to time. See “Cautionary Note on Forward-Looking Statements.”
ITEM 6 - DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A.
Directors and Senior Management
Directors
| | | | |
Name of Director | | Age | | Date of First Election or Appointment |
Tim Coupland | | 50 | | September 14, 2000 |
Robert Hall | | 31 | | September 27, 2006 |
Stuart Rogers | | 52 | | March 1, 2007 |
Brian Morrison | | 27 | | September 5, 2008 |
Edward Burylo | | 65 | | December 17, 2008 |
Executive Officers and Management
| | | | |
Name of Officer | | Age | | Office |
Tim Coupland | | 50 | | President, Chief Executive Officer |
Gordon Steblin | | 49 | | Chief Financial Officer |
Robert Hall | | 31 | | Director of Field Operations |
The following describes the business experience of our directors and executive officers, including other directorships held in reporting companies:
Tim Coupland, President and Chief Executive Officer
Tim Coupland has acted as President and Chief Executive Officer of the Company since September 14, 2000. Mr. Coupland has held numerous officer and directorship positions with TSX-V listed companies and OTCBB listed junior mining companies.
Mr. Coupland has over 20 years of business experience with both public and private companies and has been involved in both debt and equity financings of up to $60 million dollars. He brings expertise in raising equity capital and then assembling highly seasoned teams of professionals, consultants, financial consultants and mineral exploration advisors who have proven track records in financing, negotiation and promotion required to secure and develop successful mineral exploration projects. Mr. Coupland oversaw the rigorous permitting process with regulatory authorities responsible for issuing land use permits, water licences and conducting environmental assessments for the Eldorado & Contact Lake projects in Canada's Northwest Territories. Mr. Coupland was the lead negotiator who secured the impacts and benefits agreement with the Sahtu Dene First Nations on their traditional Territories. Renowned as a company builder, he has been instrumental in acquiring key land packages and then permitting these lan d packages for exploration.
He brings a wealth of technical and financial experience as well as long-term business relationships with many First Nations, Inuit and Métis groups operating in Canada's Northwest Territories.
Mr. Coupland has a Bachelor's Degree in Geography from Simon Fraser University.
Gordon Steblin, Chief Financial Officer and Corporate Secretary
Mr. Steblin obtained a Bachelor of Commerce degree in 1983 from the University of British Columbia (UBC), and in 1985 he became a Certified General Accountant. Mr. Steblin has over 20 years of financial experience in the junior mining/exploration sector. Mr. Steblin was previously the Chief Financial Officer of CanAlaska Uranium Ltd., El Nino Ventures Inc. and Pacific North West Capital Corp. Mr. Steblin is currently the Chief Financial Officer of Freegold Ventures Limited and Dynamic Gold Corp.
Robert Hall, Manager of Field Operations
In September 2006, Robert Hall joined Alberta Star as a director. Mr. Hall has now successfully completed Phase 1, 2 and 3 drilling on the Eldorado & Contact Lake Projects during his tenure for the Company. Currently, Mr. Hall acts as a director and officer of Arctic Hunter Uranium Inc. which trades on the CNSX and Dynamic Gold Corp., a company trading on the NASD OTC Bulletin Board. Additionally, Mr. Hall holds a Bachelor's degree in Education from the University of British Columbia. Prior to joining the Company, Mr. Hall acted as an independent consultant for both private and public companies.
Stuart Rogers, Director
A director since March 2007, Stuart Rogers has been involved in the venture capital community since 1987. He is the President and founder of West Oak Capital Group, Inc., a privately held investment banking firm specializing in the early stage finance of technology projects through the junior capital markets in Canada and the United States, and has served as a director of client companies listed on the TSX Venture Exchange, the Toronto Stock Exchange, NASDAQ Small Capital Market and NASD OTC Bulletin Board. Mr. Rogers is the President of MAX Resource Corp. and serves as a director and Chief Financial Officer of Consolidated Global Cable Systems, Inc., Mexivada Mining Corp., Prophecy Resource Corp. and TerraX Minerals Inc.
Brian Morrison, Director
Mr. Morrison received a Bachelor of Commerce degree from the University of Northern British Columbia in 2004 and completed the Canadian Securities Course in 2006. Mr. Morrison has spent the past four years working in the area of public company administration.
Currently, Mr. Morrison is a business consultant for a number of listed Junior Mining Companies on the TSX Venture Exchange. Prior to that, Mr. Morrison was Manager at Computershare Investor Services.
Edward Burylo
Edward Burylo is a successful businessman with over 40 years of Public Market Experience. Mr. Burylo is currently a Director of Arctic Hunter Uranium Ltd., a CNSX listed Company.
Family Relationships
There are no familial or marital relationships that exist amongst our officers and directors.
Arrangements
There are no arrangements or understandings between any of our directors or executive officers, and with our major shareholders, customers, suppliers or others, pursuant to which they were selected to be a director or executive officers.
B.
Compensation
We are required, under applicable securities legislation in Canada, to disclose to our shareholders details of compensation paid to our directors and members of our administrative, supervisory or management bodies. The following fairly reflects all material information regarding compensation paid to our directors and members of our administrative, supervisory or management bodies in our fiscal year ended November 30, 2008.
We have no formal plan for compensating our directors for their services in their capacity as directors. The board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. Other than indicated below, no director received any compensation for his or her services as a director, including committee participation and/or special assignments.
33
2008 Summary Compensation Table
| | | | | | | | | |
NAME AND PRINCIPAL POSITION | ANNUAL COMPENSATION | LONG-TERM COMPENSATION |
| Salary | Bonus | Other Annual Compensation | Awards | LTIP payouts | Other |
| | | | Restricted Stocks | Options/ SARs(1) | | |
Tim Coupland : President, Chief Executive Officer and Director | $250,000 | $50,000 | Nil | Nil | Nil | Nil | Nil |
Ann-Marie Cederholm: (resigned 5/8/08) Former CFO and Corporate Secretary | $51,000 | /Nil | 25,000(2) | Nil | Nil | Nil | Nil |
Chantal Schutz (resigned 12/17/08) Former CFO and Corporate Secretary | $70,417 | /Nil | Nil | Nil | Nil | Nil | Nil |
Robert Hall: Manager of Field Operations and Director | $80,000 | /Nil | 25,000(3)(4) | Nil | Nil | Nil | Nil |
Stuart Rogers: Director | | Nil | 32,000(4) | Nil | Nil | Nil | Nil |
Tracy Moore (resigned Dec. 17, 2008) Former Director | | Nil | 32,000(4) | Nil | Nil | Nil | Nil |
Michael Bogin (resigned Sept. 5, 2008) Former CFO & Director | | Nil | 29,000(4) | Nil | Nil | Nil | Nil |
Brian Morrison (appointed Sept. 5, 2008) Director | | Nil | 3,000(4) | Nil | Nil | Nil | Nil |
Edward Burylo (appointed Dec. 17, 2008) Director | | Nil | Nil(4) | Nil | Nil | Nil | Nil |
Notes: | |
| (1) | “Securities Under Options/SARs Granted” are grants made under the stock option plan of the Company. “SAR” means stock appreciation rights. |
| (2) | Fee paid to a proprietorship controlled by Ms. Cederholm for accounting services. On 1 January 2007 Ms. Cederholm became an employee of the Company and the corresponding salaries and benefits are included in salaries and benefits expense. |
| (3) | Fee paid to a company controlled by Mr. Hall for consulting services. On 1 January 2007 Mr. Hall became an employee of the Company and the corresponding salaries and benefits are included in salaries and benefits expense. |
| (4) | These amounts are accrued directors fees paid to entities controlled by the named director. |
In accordance with our stock option plan, summarized below, we award the above members of the board of directors with the annual compensation, in the form of employee incentive stock options, as is set forth beside their names. Each option is exercisable from $0.60 to $0.85 per common share, exercisable for a maximum period of up to five years, excepting those terms, found below.
Stock Option Plan
Our stock option plan provides for equity participation by eligible directors, officers, employees and consultants through the acquisition of common shares pursuant to the grant of options. Our board of directors administers the plan. Options may be granted to purchase common shares on terms that the directors may determine, subject to the limitations of the stock option plan and the requirements of the TSX-Venture Exchange.
The following is a summary of the terms of the stock option plan and is qualified in its entirety by the full text of the stock option plan which is available for review at our offices:
1.
The number of common shares to be reserved and authorized for issuance, pursuant to options granted under the stock option plan, is 10% of our issued and outstanding common shares from time to time;
2.
Under the stock option plan, the aggregate number of optioned common shares granted to any one optionee in a 12-month period must not exceed 5% of the issued and outstanding common shares. The number of optioned common shares granted to any one consultant in a 12-month period must not exceed 2% of the issued and outstanding common shares. The aggregate number of optioned common shares granted to optionees who are employed to provide investor relations activities must not exceed 2% of our issued and outstanding common shares in any 12-month period;
3.
The exercise price for options granted under the our stock option plan will not be less than the market price of the common shares less applicable discounts permitted by the TSX-Venture Exchange;
4.
Options will be exercisable for a term of up to five years, subject to earlier termination in the event of death or the optionee’s cessation of services to us; and;
5.
Options granted under the stock option plan are non-assignable, except by will or the laws of descent and distribution.
See “Item 6.E. – Share Ownership of Director and Officers” for table setting out the stock options currently outstanding to our directors and officers.
Pension or Retirement Benefits
We do not have a pension, retirement fund or similar benefits plan or other arrangement for non-cash compensation to our directors or senior officers, with the exception of incentive stock options.
C.
Board Practices
General
For a discussion of the Company’s directors’ term in office, please see “Item 6.A.”
The directors hold office until the next annual general meeting of the shareholders, at which time they may stand for re-election. We are required to hold an annual general meeting within fifteen months from the last annual general meeting. Our most recent annual general meeting was held on February 3, 2009.
Service Contracts
There are no director service contracts.
Audit Committee
Our Board of Directors has one committee, an audit committee. We do not have a compensation or remuneration committee.
Our audit committee is comprised of Tim Coupland, Brian Morrison, Edward Burylo, Robert Hall and Stuart Rogers. The audit committee performs the following functions, among others:
·
Directly appoints, retains and compensates our independent auditor and pre-approves all auditing and non-auditing services of the independent auditor;
·
Evaluates the independent auditor's qualifications, performance and independence;
·
Discusses the scope of the independent auditors' examination;
·
Reviews and discusses the annual audited financial statements and quarterly financial statements with management and the independent auditor and the report of the independent auditor thereon;
·
Assesses our accounting practices and policies;
·
Reviews and approves of all related-party transactions, including transactions between our company and our officers or directors or affiliates of officers or directors;
·
Develops, and monitors compliance with, a code of ethics for senior financial officers;
·
Develops, and monitors compliance with, a code of conduct for all our employees, officers and directors;
·
Establishes procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters; and
·
Establishes procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
The specific functions and responsibilities of the audit committee are set forth in our audit committee charter. We have determined that Stuart Rogers qualifies as an audit committee financial expert, pursuant to SEC regulations and the other members of the audit committee satisfy the financial literacy requirements for audit committee members under the SEC rules and regulations.
In order to act in a forward-thinking manner, our board of directors intends to elect in 2009 a compensation committee, whose members will include members of the audit committee, to complete the following functions, among others:
·
Develops executive compensation philosophy and establishes and annually reviews and approves policies regarding executive compensation programs and practices;
·
Reviews and approves corporate goals and objectives relevant to the Chief Executive Officer's compensation, evaluates the Chief Executive Officer's performance in light of those goals and objectives and sets the Chief Executive Officer's compensation based on this evaluation;
·
Reviews the Chief Executive Officer's recommendations with respect to, and approves annual compensation for, our other executive officers;
·
Establishes and administers annual and long-term incentive compensation plans for key executives;
·
Recommends to the board for its approval and, where appropriate, submission to our stockholders, incentive compensation plans and equity-based plans;
·
Recommends to the board for its approval changes to executive compensation policies and programs; and
·
Reviews and approves all special executive employment, compensation and retirement arrangements.
D.
Employees
At the end of the fiscal year ended November 30, 2008, the Company had four employees consisting of the Chief Executive Officer, Chief Financial Officer, Manager of Field Operations and an office assistant. All employees were located in British Columbia. We hire contractors on an as-needed basis for geological services and other trades and when required, we have retained geological and other consultants to conduct work programs on our mineral property interests.
For each of the years ended November 30, 2006, and 2005, our Company did not hire or use the services of employees. We had two contractors who provided their services on a part-time basis for corporate secretarial services and controllership responsibilities. Our President received compensation through a consulting agreement with a company that he controls. All were classified as independent contractors but the individuals became employees of the Company in 2007.
E.
Share Ownership
Our directors and officers beneficially own the following shares as of the date of this Annual Report:
Common Shares
| | | | |
Director or Officer | Number of Common Shares Owned(1) | Percentage of Outstanding
(%)(1)(2) |
Tim Coupland(3) | 6,639,137 | 6.20 |
Brian Morrison | 29,000 | 0.03 |
Edward Burylo | 18,000 | 0.02 |
Stuart Rogers(4) | 345,000 | 0.32 |
Robert Hall(5) | 489,500 | 0.46 |
Gord Steblin | Nil | 0.00 |
Notes: | |
| (1) | Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days of April 4, 2008, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person. |
| (2) | Percentages are based on 107,019,894 shares of common stock issued and outstanding as of March 20, 2009 unless otherwise noted. |
| (3) | Includes 2,800,000 common shares Tim Coupland has the right to acquire pursuant to outstanding stock options and 500,000 warrants which are exercisable within 60 days of March 20, 2009. Tim Coupland holds 3,058,977 shares directly, 2,800,000 stock options and 500,000 warrants and T8X Capital Ltd., of which Tim Coupland is a 100% owner, holds 280,160 shares. |
| (4) | Includes 325,000 common shares Stuart Rogers has the right to acquire pursuant to outstanding stock options which are exercisable within 60 days of March 20 , 2009. |
| (5) | Includes 325,000 common shares Robert Hall has the right to acquire pursuant to outstanding stock options which are exercisable within 60 days of March 20, 2009. |
| | |
Stock Options
The following incentive stock options are currently outstanding to our directors and officers:
Shares that may be Purchased Upon Exercise of Stock Options
| | | |
Director or Officer | Number of Common Shares | Exercise Price
($) | Expiry Date |
Tim Coupland | 1,500,000 | 0.85 | November 7, 2010 |
| 1,300,000 | 0.35 | July 31, 2011 |
Brian Morrison | Nil | | |
Edward Burylo | Nil | | |
Stuart Rogers | 150,000 | 0.85 | November 7, 2010 |
| 175,000 | 0.35 | July 31, 2011 |
Robert Hall | 150,000 | 0.85 | November 7, 2010 |
| 175,000 | 0.35 | July 31, 2011 |
At the 2008 annual general meeting of our shareholders, held on February 3, 2009, our company’s stock option plan was proposed, and approved, and subsequently filed with the TSX-V.
We grant share options in accordance with the policies of the TSX Venture Exchange. Under the general guidelines of the TSX Venture Exchange, we may reserve up to 10% of our issued and outstanding shares to our employees, directors or consultants to purchase.
Our stock option plan provides for equity participation by eligible directors, officers, employees and consultants through the acquisition of common shares pursuant to the grant of options. Our board of directors administers the plan. Options may be granted to purchase common shares on terms that the directors may determine, subject to the limitations of the stock option plan and the requirements of the TSX-V. For a summary of the terms of the stock option plan, see “Item 6B.”
ITEM 7 - MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A.
Major Shareholders
We are a publicly-held corporation, with our common shares held by residents of Canada, the United States of America and other countries. As of the date of filing this Annual Report, we are authorized to issued an unlimited number of common shares without par value, of which 107,019,894 common shares were issued and outstanding and unlimited number of preferred shares without par value, of which no preferred share was issued and outstanding.
As of the date of this report, there are no shareholders known to us that are beneficial owners of more than 5% of our common shares.
Changes in Ownership Percentage
The following table shows changes over the last three years in the percentage of the issued share capital for the Company held by major shareholders, either directly or by virtue of ownership of our common shares.
| | | | | | | | |
Identity of Person or Group(1) | | 2008 | | 2007 | | 2006 |
Goodman & Company, Investment Counsel Ltd. (3) | | <5% | | <5% | | 9.46% |
Notes: | |
| (1) | Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person. |
| (2) | Percentages are based on in: (1) 2008: 107,019,894 shares of common stock issued and outstanding as of March 20, 2009; (2) 2007: 104,536,561 shares of common stock issued and outstanding as of April 4, 2008; and (3) 2006: 96,901,357 shares issued and outstanding as of March 15, 2007; unless otherwise noted. |
| (3) | Goodman & Company, Investment Counsel Ltd. disposed of 3,187,400 common shares and 1,666,650 purchase warrants, which were exercised into common shares on May 7, 2007 and has ceased being a beneficial owner. |
With the exception of the above-noted transactions, there has not been a significant change in the ownership percentage held by any major shareholders during the past three years.
Voting Rights
Our major shareholders do not have any different voting rights than other shareholders.
Corporate or Foreign Government Ownership
We are not controlled directly or indirectly by any other corporation or any other foreign government or by any other natural or legal person, severally or jointly.
Geographic Breakdown of Shareholders
The following lists the geographical distribution of shareholders at February 26, 2009:
| | |
| Number of registered | |
Location | shareholders | Number of shares |
Canada | 20 | 106,086,834 |
United States | 18 | 787,860 |
Other | 3 | 145,200 |
Total | 41 | 107,019,894 |
Shares registered in intermediaries were assumed to be held by residents of the same country in which the clearing-house was located.
Change of Control
There are no arrangements for which through their operation, at a subsequent date, may result in a change in our control.
CONTINGENCIES
The Company is aware of no contingencies or pending legal proceedings as of March 6, 2009.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has no off-balance sheet arrangements that would require disclosure.
B.
Related Party Transactions
TRANSACTIONS WITH RELATED PARTIES
The Company’s board of directors consists of Tim Coupland, Tracy Moore (resigned December 17, 2008), Michael Bogin (resigned September 5, 2008), Robert Hall, Brian Morrison, Edward Burylo and Stuart Rogers. Tim Coupland is the Company’s President and Chief Executive Officer, and Robert Hall is the Company’s Manager of Field Operations. Ann-Marie Cederholm was Chief Financial Officer of the Company from August 14, 2007 to May 8, 2008. The Company paid or accrued amounts to related parties as follows:
| | | |
| For the Year Ended November 30 |
| 2008 | 2007 | 2006 |
Consulting fees paid to a company controlled by Mr. Tim Coupland(1) | Nil | Nil | 27,452 |
Consulting fees paid to a partnership controlled by Mr. Michael Bogin | 29,000 | 16,000 | 7,500 |
Secretarial fees paid to an individual related to Mr. Tim Coupland(1) | 15,000 | 8,500 | 36,037 |
Management fees paid to a company controlled by Mr. Tim Coupland | 50,000 | 117,500 | 135,000 |
Director fees paid to a company controlled by Mr. Tracy Moore | 32,000 | 17,000 | 21,950 |
Director fees paid to a company controlled by Mr. Robert Hall(1) | 25,000 | 14,000 | 9,000 |
Director fees paid to Mr. Stuart Rogers | 32,000 | 9,000 | - |
Director fees paid to Mr. Brian Morrison | 3,000 | - | - |
Accounting fees paid to a proprietorship controlled by Ms. Ann-Marie Cederholm(1) | 25,000 | 6,525 | 38,375 |
Salaries and benefits paid to directors and/or officers of the Company(1) | 575,269 | 397,982 | - |
| $786,269 | $586,507 | $275,314 |
-
$275,314 Prior to January 1, 2007, the Company incurred management, director, accounting and secretarial fees paid to various executives and officers who provided services on a consulting basis. In 2007, these individuals became employees of the Company and the corresponding salaries and benefits are included in salaries and benefits expense.
These transactions were in the normal course of operations and were measured at the exchange value which represented the amount of consideration established and agreed to by the related parties.
PROPOSED TRANSACTIONS
As is typical of the mineral exploration and development industry, the Company is continually reviewing potential merger, acquisition, investment and joint venture transactions and opportunities that could enhance shareholder value. At present there are no transactions being contemplated by management or the board that would affect the financial condition, results of operations and cash flows of any asset of the Company.
The amounts charged to us for the services provided have been determined by negotiation among the parties, and in certain cases, are covered by signed agreements. It is the position of management that these transactions were in the normal course of operations and were measured at the exchange value which represented the amount of consideration established and agreed to by the related parties.
Other than disclosed herein, no director or senior officer, and no associate or affiliate of the foregoing persons, and no insider has or has had any material interest, direct or indirect, in any transactions, or in any other proposed transaction, during the year ended November 30, 2008.
C.
Interests of Experts and Counsel
Not applicable.
ITEM 8 - FINANCIAL INFORMATION
A.
Consolidated Statements and Other Financial Information
Financial Statements
As required, we have included the following (see “Item 17”), as audited by an independent auditor and accompanied by an audit report, as of November 30, 2008:
·
Balance sheets as at November 30, 2008 and 2007;
·
Statements of loss, comprehensive loss and deficit for the fiscal years ended November 30, 2008, 2007, 2006 and cumulative from inception to November 30, 2008;
·
Statements of cash flows Statements of loss, comprehensive loss and deficit for the fiscal years ended November 30, 2008, 2007, 2006 and cumulative from inception to November 30, 2008;
·
Statements of changes in shareholders’ equity; and
·
Related notes and schedules.
Legal Proceedings
We are not involved in any litigation or legal proceedings and to our knowledge, no material legal proceedings involving us are to be initiated against us.
Dividends
We have never paid any dividends and do not intend to pay any dividends in the near future.
B.
Significant Changes
Since the fiscal period ended November 30, 2008, no changes have taken place which may materially affect the interpretation of our company’s financial statements.
ITEM 9 - THE OFFER AND LISTING
A.
Offer and Listing Details
Our common shares trade on the TSX-V under symbol “ASX”, on the OTCBB under symbol “ASXSF” and on the Frankfurt Exchange under symbol “QLD”. Our shares have traded on the TSX-V, and on its predecessor, the Alberta Stock Exchange, since December 5, 1997. The following table sets forth the high and low closing prices in Canadian funds of our common shares traded on the TSX-V and its predecessor:
| | | | |
Period | | High | | Low |
December 1, 2003 to November 30, 2004 | $ | 0.39 | $ | 0.19 |
December 1, 2004 to November 30, 2005 | $ | 0.96 | $ | 0.18 |
December 1, 2005 to November 30, 2006 | $ | 2.76 | $ | 0.60 |
December 1, 2006 to November 30, 2007 | $ | 2.62 | $ | 0.58 |
December 1, 2007 to November 30, 2008 | $ | 0.69 | $ | 0.12 |
Period | | High | | Low |
December 2006 to February 2007 | $ | 2.62 | $ | 1.68 |
March 2007 to May 2007 | $ | 2.20 | $ | 1.12 |
June 2007 to August 2007 | $ | 1.55 | $ | 0.61 |
September 2007 to November 2007 | $ | 1.07 | $ | 0.58 |
December 2007 to February 2008 | $ | 0.69 | $ | 0.355 |
March 2008 to May 2008 | $ | 0.49 | $ | 0.32 |
June 2008 to August 2008 | $ | 0.39 | $ | 0.24 |
September 2008 to November 2008 | $ | 0.26 | $ | 0.12 |
December 2008 to February 2009 | $ | 0.20 | | 0.10 |
| | | | |
Period | | High | | Low |
August 2008 | $ | 0.30 | $ | 0.24 |
September 2008 | $ | 0.26 | $ | 0.17 |
October 2008 | $ | 0.21 | $ | 0.13 |
November 2008 | $ | 0.20 | $ | 0.12 |
December 2008 | $ | 0.14 | $ | 0.10 |
January 2009 | $ | 0.20 | $ | 0.14 |
February 2009 | $ | 0.16 | $ | 0.12 |
Our common shares have been quoted for trading on the OTCBB since July 16, 2002; no trades in our common shares occurred on this quotation system until January 29, 2003. The following sets forth the high and low closing prices in United States funds of our common shares traded on the OTCBB since this date:
| | | | |
Period | | High | | Low |
December 1, 2003 to November 30, 2004 | US$ | 0.32 | US$ | 0.13 |
December 1, 2004 to November 30, 2005 | US$ | 0.82 | US$ | 0.12 |
December 1, 2005 to November 30, 2006 | US$ | 2.45 | US$ | 0.516 |
December 1, 2006 to November 30, 2007 | US$ | 2.28 | US$ | 0.56 |
December 1, 2007 to November 30, 2008 | US$ | 0.70 | US$ | 0.10 |
| | | | |
Period | | High | | Low |
December 2006 to February 2007 | US$ | 2.28 | US$ | 1.45 |
March 2007 to May 2007 | US$ | 1.881 | US$ | 1.07 |
June 2007 to August 2007 | US$ | 1.49 | US$ | 0.585 |
September 2007 to November 2007 | US$ | 1.08 | US$ | 0.56 |
December 2007 to February 2008 | US$ | 0.70 | US$ | 0.35 |
March 2008 to May 2008 | US$ | 0.50 | US$ | 0.31 |
June 2008 to August 2008 | US$ | 0.39 | US$ | 0.21 |
September 2008 to November 2008 | US$ | 0.24 | US$ | 0.10 |
December 2008 to February 2009 | US$ | 0.18 | US$ | 0.08 |
| | | | |
Period | | High | | Low |
August 2008 | US$ | 0.31 | US$ | 0.21 |
September 2008 | US$ | 0.24 | US$ | 0.17 |
October 2008 | US$ | 0.18 | US$ | 0.10 |
November 2008 | US$ | 0.18 | US$ | 0.10 |
December 2008 | US$ | 0.12 | US$ | 0.08 |
January 2009 | US$ | 0.18 | US$ | 0.12 |
February 2009 | US$ | 0.13 | US$ | 0.10 |
B.
Plan of Distribution
Not applicable.
C.
Markets
Our common shares trade on the TSX-V under the symbol “ASX”, on the OTCBB under the symbol “ASXSF” and on the Frankfurt Exchange under the symbol “QLD”. Our shares have traded on the TSX-V and on its predecessor, the Alberta Stock Exchange, since December 5, 1997; the OTCBB since July 16, 2002. However, no trades in our common shares occurred on the OTCBB market until January 29, 2003.
D.
Selling Shareholders
Not applicable.
E.
Dilution
Not applicable.
F.
Expenses of the Issue
Not applicable.
ITEM 10 - ADDITIONAL INFORMATION
A.
Share Capital
Not required, as this form 20-F filing is made as an Annual Report.
B.
Memorandum and Articles of Association
The information required by this Section was previously disclosed, along with our Certificate of Incorporation, Certificate of Amendment, Registration of Restated Articles, Bylaws and Articles of Association, all of which is hereby incorporated by reference, in our Form 20-F registration statement filed with the Securities and Exchange Commission on June 8, 2001.
C.
Material Contracts
We are a party to the following material contracts for the two years preceding publication of this Annual Report, all of which are referred to in the exhibits section of this Annual Report:
1.
Employment Agreement between Tim Coupland and the Company with respect to services in the capacity of President and Chief Executive Officer at an annual salary of $200,000 filed as an exhibit to Form 20-F filed April 8, 2008;
2.
Financial Public Relations Service Agreement with MI3 Communications Financiers Inc. and the Company with respect to services in the capacity of Public Relation Advisors for fees of $4,000 per month as filed as an exhibit to this 20-F.
D.
Exchange Controls
There is no law or governmental decree or regulation in Canada that restricts the export or import of capital, or affects the remittance of dividends, interest or other payments to a non-resident holder of Common Shares, other than withholding tax requirements. Any such remittances to United States residents are generally subject to withholding tax, however no such remittances are likely in the foreseeable future. See “Taxation”, below.
There is no limitation imposed by the laws of Canada or by our charter or other constituent documents on the right of a non-resident to hold or vote the Common Shares, other than as provided in theInvestment Canada Act (Canada) (the “Investment Act”). The following discussion summarizes the material features of the Investment Act for a non-resident who proposes to acquire a controlling number of our Common Shares. It is general only, it is not a substitute for independent advice from an investor’s own advisor, and it does not anticipate statutory or regulatory amendments. We do not believe the Investment Act will have any effect on us or on our non-Canadian shareholders due to a number of factors including the nature of our operations and our relatively small capitalization.
The Investment Act generally prohibits implementation of a “reviewable” investment by an individual, government or agency thereof, corporation, partnership, trust or joint venture (each an “entity”) that is not a “Canadian” as defined in the Investment Act (a “non-Canadian”), unless after review the Director of Investments appointed by the minister responsible for the Investment Act is satisfied that the investment is likely to be of net benefit to Canada. The size and nature of a proposed transaction may give rise to an obligation to notify the Director to seek an advance ruling. An investment in our Common Shares by a non-Canadian (other than a “WTO Investor” as that term is defined in the Investment Act and which term includes entities which are nationals of or are controlled by nationals of member states of the World Trade Organization) when we are not controlled by a WTO Investor, would be reviewable under the Investme nt Act if it was an investment to acquire control of us and the value of our assets, as determined in accordance with the regulations promulgated under the Investment Act, was over a certain figure, or if an order for review was made by the federal cabinet on the grounds that the investment related to Canada’s cultural heritage or national identity, regardless of the value of our assets. An investment in our Common Shares by a WTO Investor, or by a non-Canadian when we are controlled by a WTO Investor, would be reviewable under the Investment Act if it was an investment to acquire control of us and the value of our assets, as determined in accordance with the regulations promulgated under the Investment Act, was not less than a specified amount, which for 2009 exceeds CAD$312 million. A non-Canadian would acquire control of us for the purposes of the Investment Act if the non-Canadian acquired a majority of our Common Shares. The acquisition of less than a majority but one-third or more of our Common Sh ares would be presumed to be an acquisition of control of us unless it could be established that, on the acquisition, we were not controlled in fact by the acquiror through the ownership of our Common Shares.
E.
Taxation
Certain U.S. Federal Income Tax Considerations
The following is a summary of certain material U.S. federal income tax consequences relevant to a U.S. Holder (as defined below) arising from and relating to the acquisition, ownership, and disposition of our common shares.
This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax consequences that may apply to a U.S. Holder as a result of the acquisition, ownership, and disposition of our common shares. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences of the acquisition, ownership, and disposition of our common shares. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any U.S. Holder. Each U.S. Holder should consult its own tax advisor regarding the U.S. federal, U.S. state and local, and foreign tax consequences of the acquisition, ownership, and disposition of our common shares.
Notice Pursuant To IRS Circular 230: Anything contained in this summary concerning any U.S. federal tax issue is not intended or written to be used, and it cannot be used by a U.S. Holder, for the purpose of avoiding federal tax penalties under the Internal Revenue Code. This summary was written to support the promotion or marketing of the transactions or matters addressed by this Form 20-F. Each U.S. Holder should seek U.S. federal tax advice, based on such U.S. Holder’s particular circumstances, from an independent tax advisor.
Scope of this Summary
Authorities
This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations (whether final, temporary, or proposed), published rulings of the Internal Revenue Service (“IRS”), published administrative positions of the IRS, the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended (the “Canada-U.S. Tax Convention”), and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date of this Form 20-F. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive basis. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive basis.
U.S. Holders
For purposes of this summary, a “U.S. Holder” is a beneficial owner of our common shares that, for U.S. federal income tax purposes, is (a) an individual who is a citizen or resident of the U.S., (b) a corporation, or any other entity classified as a corporation for U.S. federal income tax purposes, that is created or organized in or under the laws of the U.S. or any state in the U.S., including the District of Columbia, (c) an estate if the income of such estate is subject to U.S. federal income tax regardless of the source of such income, or (d) a trust if (i) such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes or (ii) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust.
Non-U.S. Holders
For purposes of this summary, a “non-U.S. Holder” is a beneficial owner of our common shares other than a U.S. Holder. This summary does not address the U.S. federal income tax consequences of the acquisition, ownership, and disposition of our common shares to non-U.S. Holders. Accordingly, a non-U.S. Holder should consult its own tax advisor regarding the U.S. federal, U.S. state and local, and foreign tax consequences (including the potential application of and operation of any tax treaties) of the acquisition, ownership, and disposition of our common shares.
U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed
This summary does not address the U.S. federal income tax consequences of the acquisition, ownership, and disposition of our common shares to U.S. Holders that are subject to special provisions under the Code, including the following U.S. Holders: (a) U.S. Holders that are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) U.S. Holders that are financial institutions, insurance companies, real estate investment trusts, or regulated investment companies; (c) U.S. Holders that are dealers in securities or currencies or U.S. Holders that are traders in securities that elect to apply a mark-to-market accounting method; (d) U.S. Holders that have a “functional currency” other than the U.S. dollar; (e) U.S. Holders that own our common shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrange ment involving more than one position; (f) U.S. Holders that acquired our common shares in connection with the exercise of employee stock options or otherwise as compensation for services; (g) U.S. Holders that hold our common shares other than as a capital asset within the meaning of Section 1221 of the Code; (h) U.S. expatriates or former long-term residents of the U.S.; or (i) U.S. Holders that own, directly, indirectly, or by attribution, 10% or more, by voting power or value, of the outstanding shares of the Company. U.S. Holders that are subject to special provisions under the Code, including U.S. Holders described immediately above, should consult their own tax advisor regarding the U.S. federal, U.S. state and local, and foreign tax consequences of the acquisition, ownership, and disposition of our common shares.
If an entity that is classified as a partnership (or “pass-through” entity) for U.S. federal income tax purposes holds our common shares, the U.S. federal income tax consequences to such partnership (or “pass-through” entity) and the partners of such partnership (or owners of such “pass-through” entity) generally will depend on the activities of the partnership (or “pass-through” entity) and the status of such partners (or owners). Partners of entities that are classified as partnerships (or owners of “pass-through” entities) for U.S. federal income tax purposes should consult their own tax advisor regarding the U.S. federal income tax consequences of the acquisition, ownership, and disposition of our common shares.
Tax Consequences Not Addressed
This summary does not address the U.S. state and local, U.S. federal alternative minimum tax; U.S. federal estate and gift, or foreign tax consequences to U.S. Holders of the acquisition, ownership, and disposition of our common shares. Each U.S. Holder should consult its own tax advisor regarding the U.S. state and local, U.S. federal alternative minimum tax, U.S. federal estate and gift, and foreign tax consequences of the acquisition, ownership, and disposition of our common shares.
U.S. Federal Income Tax Consequences of the Acquisition, Ownership, and Disposition of Our Common Shares
Distributions on Our Common Shares
A U.S. Holder that receives a distribution, including a constructive distribution, with respect to our common shares will be required to include the amount of such distribution in gross income as a dividend (without reduction for any foreign income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of the Company. To the extent that a distribution exceeds the current and accumulated “earnings and profits” of the Company, such distribution will be treated (a) first, as a tax-free return of capital to the extent of a U.S. Holder’s tax basis in our common shares and, (b) thereafter, as gain from the sale or exchange of such common shares. However, the Company does not intend to maintain the calculations of earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Holder should therefore assume that any dis tribution by the Company with respect to our common shares will constitute ordinary dividend income. (See more detailed discussion at “Disposition of Our Common Shares” below). Dividends paid on our common shares generally will not be eligible for the “dividends received deduction.”
For taxable years beginning before January 1, 2011, a dividend paid by the Company generally will be taxed at the preferential tax rates applicable to long-term capital gains if (a) the Company is a “qualified foreign corporation” (as defined below), (b) the U.S. Holder receiving such dividend is an individual, estate, or trust, and (c) certain holding period requirements are met.
The Company generally will be a “qualified foreign corporation” under Section 1(h)(11) of the Code (a “QFC”) if (a) the Company is incorporated in a possession of the U.S., (b) the Company is eligible for the benefits of the Canada-U.S. Tax Convention, or (c) our common shares are readily tradable on an established securities market in the U.S. However, even if the Company satisfies one or more of such requirements, the Company will not be treated as a QFC if the Company is a “passive foreign investment company” (or “PFIC”, as defined below) for the taxable year during which the Company pays a dividend or for the preceding taxable year.
As discussed below, the Company believes that it qualified as a PFIC for the taxable year ended November 30, 2008 and based on current business plans and financial projections, the Company expects that it will be a PFIC for the taxable year ending November 30, 2009. (See more detailed discussion at “Passive Foreign Investment Company Rules” below). The determination of whether the Company will be a PFIC for a taxable year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether the Company will be a PFIC for its current taxable year depends on the assets and income of the Company over the course of each such taxable year and, as a result, cannot be predicted with certainty as of the date of this Form 20-F. Consequently, there can be no assurance regarding the Company’s PFIC status for any taxabl e year during which U.S. Holders hold our common shares, and there can be no assurance that the IRS will not challenge the determination made by the Company concerning its PFIC status.
If the Company is not a PFIC, but a U.S. Holder otherwise fails to qualify for the preferential tax rate applicable to dividends discussed above, a dividend paid by the Company to a U.S. Holder, including a U.S. Holder that is an individual, estate, or trust, generally will be taxed at ordinary income tax rates (and not at the preferential tax rates applicable to long-term capital gains). The dividend rules are complex, and each U.S. Holder should consult its own tax advisor regarding the dividend rules.
Disposition of Our Common Shares
A U.S. Holder will recognize gain or loss on the sale or other taxable disposition of our common shares in an amount equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received and (b) such U.S. Holder’s tax basis in our common shares sold or otherwise disposed of. Subject to the PFIC rules discussed below, any such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if our common shares are held for more than one year. Gain or loss recognized by a U.S. Holder on the sale or other taxable disposition of our common shares generally will be treated as “U.S. source” for purposes of applying the U.S. foreign tax credit rules, unless such gains are resourced as “foreign source” under an applicable income tax treaty, and an election is filed under the Code. (See more detailed discussion at “Foreign Tax Credit” below).
Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code.
Receipt of Foreign Currency
The amount of any distribution paid in foreign currency to a U.S. Holder in connection with the ownership of our common shares, or on the sale, exchange or other taxable disposition of our common shares, generally will be equal to the U.S. dollar value of such foreign currency based on the exchange rate applicable on the date of receipt (regardless of whether such foreign currency is converted into U.S. dollars at that time). A U.S. Holder that receives foreign currency and converts such foreign currency into U.S. dollars at a conversion rate other than the rate in effect on the date of receipt may have a foreign currency exchange gain or loss, which generally would be treated as U.S. source ordinary income or loss.
Taxable dividends with respect to common shares that are paid in foreign currency will be included in the gross income of a U.S. Holder as translated into U.S. dollars calculated by reference to the exchange rate prevailing on the date of actual or constructive receipt of the dividend, regardless of whether the foreign currency are converted into U.S. dollars at that time. If the foreign currency received is not converted into U.S. dollars on the date of receipt, a U.S. Holder will have a basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any U.S. Holder who receives payment in foreign currency and engages in a subsequent conversion or other disposition of the foreign currency may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Each U.S. Holder should consult its own U.S. tax advisor regarding the U.S. federal income tax consequences of receiving, owning, and disposing of foreign currency.
Foreign Tax Credit
A U.S. Holder who pays (whether directly or through withholding) foreign income tax with respect to dividends paid on our common shares generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such foreign income tax paid. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a year.
Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S. federal income tax liability that such U.S. Holder’s “foreign source” taxable income bears to such U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S. Holder’s various items of income and deduction must be classified, under complex rules, as either “foreign source” or “U.S. source.” In addition, this limitation is calculated separately with respect to specific categories of income. Dividends paid by the Company generally will constitute “foreign source” income and generally will be categorized as “passive income.” The foreign tax credit rules are complex, and each U.S. Holder should consult its own tax advisor regarding the foreign tax credit rul es.
Information Reporting; Backup Withholding Tax For Certain Payments
Under U.S. federal income tax law and regulations, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. Penalties for failure to file certain of these information returns are substantial. U.S. Holders of our common shares should consult with their own tax advisors regarding the requirements of filing information returns, and if applicable, any “mark-to-market election” or “QEF election” (each as defined below).
Payments made within the U.S., or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from certain sales or other taxable dispositions of, our common shares generally will be subject to information reporting and backup withholding tax, at the rate of 28%, if a U.S. Holder (a) fails to furnish such U.S. Holder’s correct U.S. taxpayer identification number (generally on Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding tax, or (d) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding tax. However, U.S. Holders that are corporations generally are excluded from these information repor ting and backup withholding tax rules. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS. Each U.S. Holder should consult its own tax advisor regarding the information reporting and backup withholding tax rules.
Passive Foreign Investment Company Rules
If the Company is a PFIC at any time during a U.S. Holder’s holding period, the preceding sections of this summary may not describe the U.S. federal income tax consequences to U.S. Holders of the acquisition, ownership, and disposition of our common shares.
The Company generally will be considered a “PFIC” under Section 1297 of the Code if, for a taxable year, (a) 75% or more of the gross income of the Company for such taxable year is passive income or (b) 50% or more of the assets held by the Company either produce passive income or are held for the production of passive income, based on the fair market value of such assets. “Gross income” generally means all revenues less cost of goods sold. “Passive income” includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions. However, for transactions entered into after December 31, 2004, gains arising from the sale of commodities generally are excluded from passive income if substantially all of a foreign corporation’s commodities are (a) stock in trade of such forei gn corporation or other property of a kind which would properly be included in inventory of such foreign corporation, or property held by such foreign corporation primarily for sale to customers in the ordinary course of business, (b) property used in the trade or business of such foreign corporation that would be subject to the allowance for depreciation under Section 167 of the Code, or (c) supplies of a type regularly used or consumed by such foreign corporation in the ordinary course of its trade or business.
For purposes of the PFIC income test and asset test described above, if the Company owns, directly or indirectly, 25% or more of the total value of the outstanding shares of another corporation, the Company will be treated as if it (a) held a proportionate share of the assets of such other corporation and (b) received directly a proportionate share of the income of such other corporation. In addition, for purposes of the PFIC income test and asset test described above, “passive income” does not include any interest, dividends, rents, or royalties that are received or accrued by the Company from a “related person” (as defined in Section 954(d)(3) of the Code), to the extent such items are properly allocable to the income of such related person that is not passive income.
In addition, if the Company is a PFIC and owns shares of another foreign corporation that also is a PFIC (a “Subsidiary PFIC”), under certain indirect ownership rules, a disposition of the shares of such other foreign corporation or a distribution received from such other foreign corporation generally will be treated as an indirect disposition by a U.S. Holder or an indirect distribution received by a U.S. Holder, subject to the rules of Section 1291 of the Code discussed below. To the extent that gain recognized on the actual disposition by a U.S. Holder of our common shares or income recognized by a U.S. Holder on an actual distribution received on our common shares was previously subject to U.S. federal income tax under these indirect ownership rules, such amount generally should not be subject to U.S. federal income tax.
The Company believes that it qualified as a PFIC for the taxable year endedNovember 30, 2008, and based on current business plans and financial projections, the Company expects that it will be a PFIC for the taxable year ending November 30, 2009. The determination of whether the Company will be a PFIC for a taxable year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether the Company will be a PFIC for its current taxable year depends on the assets and income of the Company over the course of each such taxable year and, as a result, cannot be predicted with certainty as of the date of this Form 20-F. Consequently, there can be no assurance regarding the Company’s PFIC status for any taxable year during which U.S. Holders hold our common shares, and there can be no assurance tha t the IRS will not challenge the determination made by the Company concerning its PFIC status.
Default PFIC Rules Under Section 1291 of the Code
If the Company is a PFIC, the U.S. federal income tax consequences to a U.S. Holder of the acquisition, ownership, and disposition of our common shares will depend on whether such U.S. Holder makes an election to treat the Company and each Subsidiary PFIC, if any, as a “qualified electing fund” or “QEF” under Section 1295 of the Code (a “QEF Election”) or a mark-to-market election under Section 1296 of the Code (a “Mark-to-Market Election”). A U.S. Holder that does not make either a QEF Election or a Mark-to-Market Election will be referred to in this summary as a “Non-Electing U.S. Holder.”
A Non-Electing U.S. Holder will be subject to the rules of Section 1291 of the Code with respect to (a) any gain recognized on the sale or other taxable disposition of our common shares and (b) any excess distribution paid on the common shares. A distribution generally will be an “excess distribution” to the extent that such distribution (together with all other distributions received in the current taxable year) exceeds 125% of the average distributions received during the three preceding taxable years (or during a U.S. Holder’s holding period for the common shares, if shorter).
Under Section 1291 of the Code, any gain recognized on the sale or other taxable disposition of our common shares, and any excess distribution paid on the common shares, must be ratably allocated to each day in a Non-Electing U.S. Holder’s holding period for the common shares. The amount of any such gain or excess distribution allocated to prior years of such Non-Electing U.S. Holder’s holding period for the common shares (other than years prior to the first taxable year of the Company beginning after December 31, 1986 for which the Company was not a PFIC) will be subject to U.S. federal income tax at the highest tax applicable to ordinary income in each such prior year. A Non-Electing U.S. Holder will be required to pay interest on the resulting tax liability for each such prior year, calculated as if such tax liability had been due in each such prior year. Such a Non-Electing U.S. Holder that is not a corporation must treat any such interest paid as “personal interest,” which is not deductible. The amount of any such gain or excess distribution allocated to the current year of such Non-Electing U.S. Holder’s holding period for the common shares will be treated as ordinary income in the current year, and no interest charge will be incurred with respect to the resulting tax liability for the current year.
If the Company is a PFIC for any taxable year during which a Non-Electing U.S. Holder holds our common shares, the Company will continue to be treated as a PFIC with respect to such Non-Electing U.S. Holder, regardless of whether the Company ceases to be a PFIC in one or more subsequent years. A Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the rules of Section 1291 of the Code discussed above) as if such common shares were sold on the last day of the last taxable year for which the Company was a PFIC.
QEF Election
A U.S. Holder that makes a QEF Election generally will not be subject to the rules of Section 1291 of the Code discussed above. However, a U.S. Holder that makes a QEF Election will be subject to U.S. federal income tax on such U.S. Holder’s pro rata share of (a) the net capital gain of the Company and each Subsidiary PFIC, which will be taxed as long-term capital gain to such U.S. Holder, and (b) and the ordinary earnings of the Company and each Subsidiary PFIC, which will be taxed as ordinary income to such U.S. Holder. Generally, “net capital gain” is the excess of (a) net long-term capital gain over (b) net short-term capital loss, and “ordinary earnings” are the excess of (a) “earnings and profits” over (b) net capital gain. A U.S. Holder that makes a QEF Election will be subject to U.S. federal income tax on such amounts for each taxable year in which the Company i s a PFIC, regardless of whether such amounts are actually distributed to such U.S. Holder by the Company. However, a U.S. Holder that makes a QEF Election may, subject to certain limitations, elect to defer payment of current U.S. federal income tax on such amounts, subject to an interest charge. If such U.S. Holder is not a corporation, any such interest paid will be treated as “personal interest,” which is not deductible.
A U.S. Holder that makes a QEF Election generally (a) may receive a tax-free distribution from the Company to the extent that such distribution represents “earnings and profits” of the Company that were previously included in income by the U.S. Holder because of such QEF Election and (b) will adjust such U.S. Holder’s tax basis in the common shares to reflect the amount included in income or allowed as a tax-free distribution because of such QEF Election. In addition, a U.S. Holder that makes a QEF Election generally will recognize capital gain or loss on the sale or other taxable disposition of our common shares.
The procedure for making a QEF Election, and the U.S. federal income tax consequences of making a QEF Election, will depend on whether such QEF Election is timely. A QEF Election will be treated as “timely” if such QEF Election is made for the first year in the U.S. Holder’s holding period for the common shares in which the Company was a PFIC. A U.S. Holder may make a timely QEF Election by filing the appropriate QEF Election documents at the time such U.S. Holder files a U.S. federal income tax return for such first year in respect of the Company and each Subsidiary PFIC, if any. However, if the Company was a PFIC in a prior year, then in addition to filing the QEF Election documents, a U.S. Holder must elect to recognize (a) gain (which will be taxed under the rules of Section 1291 of the Code discussed above) as if the common shares were sold on the qualification date or (b) if the Compa ny was also a CFC, such U.S. Holder’s pro rata share of the post-1986 “earnings and profits” of the Company as of the qualification date. The “qualification date” is the first day of the first taxable year in which the Company was a QEF with respect to such U.S. Holder. The election to recognize such gain or “earnings and profits” can only be made if such U.S. Holder’s holding period for the common shares includes the qualification date. By electing to recognize such gain or “earnings and profits,” such U.S. Holder will be deemed to have made a timely QEF Election. In addition, under very limited circumstances, a U.S. Holder may make a retroactive QEF Election if such U.S. Holder failed to file the QEF Election documents in a timely manner.
A QEF Election will apply to the taxable year for which such QEF Election is made and to all subsequent taxable years, unless such QEF Election is invalidated or terminated or the IRS consents to revocation of such QEF Election. If a U.S. Holder makes a QEF Election and, in a subsequent taxable year, the Company ceases to be a PFIC, the QEF Election will remain in effect (although it will not be applicable) during those taxable years in which the Company is not a PFIC. Accordingly, if the Company becomes a PFIC in another subsequent taxable year, the QEF Election will be effective and the U.S. Holder will be subject to the QEF rules described above during any such subsequent taxable year in which the Company qualifies as a PFIC. In addition, the QEF Election will remain in effect (although it will not be applicable) with respect to a U.S. Holder even after such U.S. Holder disposes of all of such U.S. Hol der’s direct and indirect interest in the common shares. Accordingly, if such U.S. Holder reacquires an interest in the Company, such U.S. Holder will be subject to the QEF rules described above for each taxable year in which the Company is a PFIC.
U.S. Holders should be aware that there can be no assurances that the Company will satisfy the record keeping requirements that apply to a QEF, or that the Company will supply U.S. Holders with information that such U.S. Holders require to report under the QEF rules, in the event that the Company is a PFIC and a U.S. Holder wishes to make a QEF Election. Each U.S. Holder should consult its own tax advisor regarding the availability of, and procedure for making, a QEF Election.
Mark-to-Market Election
A U.S. Holder may make a Mark-to-Market Election only if the common shares are marketable stock. The common shares generally will be “marketable stock” if the common shares are regularly traded on (a) a national securities exchange that is registered with the Securities and Exchange Commission, (b) the national market system established pursuant to section 11A of the Securities and Exchange Act of 1934, or (c) a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located, provided that (i) such foreign exchange has trading volume, listing, financial disclosure, and other requirements and the laws of the country in which such foreign exchange is located, together with the rules of such foreign exchange, ensure that such requirements are actually enforced and (ii) the rules of such foreign exchange ensure active trading of listed stocks .
A U.S. Holder that makes a Mark-to-Market Election generally will not be subject to the rules of Section 1291 of the Code discussed above. However, if a U.S. Holder makes a Mark-to-Market Election after the beginning of such U.S. Holder’s holding period for the common shares and such U.S. Holder has not made a timely QEF Election, the rules of Section 1291 of the Code discussed above will apply to certain dispositions of, and distributions on, the common shares.
A U.S. Holder that makes a Mark-to-Market Election will include in ordinary income, for each taxable year in which the Company is a PFIC, an amount equal to the excess, if any, of (a) the fair market value of the common shares as of the close of such taxable year over (b) such U.S. Holder’s tax basis in such common shares. A U.S. Holder that makes a Mark-to-Market Election will be allowed a deduction in an amount equal to the lesser of (a) the excess, if any, of (i) such U.S. Holder’s adjusted tax basis in the common shares over (ii) the fair market value of such common shares as of the close of such taxable year or (b) the excess, if any, of (i) the amount included in ordinary income because of such Mark-to-Market Election for prior taxable years over (ii) the amount allowed as a deduction because of such Mark-to-Market Election for prior taxable years.
A U.S. Holder that makes a Mark-to-Market Election generally also will adjust such U.S. Holder’s tax basis in the common shares to reflect the amount included in gross income or allowed as a deduction because of such Mark-to-Market Election. In addition, upon a sale or other taxable disposition of our common shares, a U.S. Holder that makes a Mark-to-Market Election will recognize ordinary income or loss (not to exceed the excess, if any, of (a) the amount included in ordinary income because of such Mark-to-Market Election for prior taxable years over (b) the amount allowed as a deduction because of such Mark-to-Market Election for prior taxable years).
A Mark-to-Market Election applies to the taxable year in which such Mark-to-Market Election is made and to each subsequent taxable year, unless the common shares cease to be “marketable stock” or the IRS consents to revocation of such election. Each U.S. Holder should consult its own tax advisor regarding the availability of, and procedure for making, a Mark-to-Market Election.
Although a U.S. Holder may be eligible to make a Mark-to-Market Election with respect to the common shares, no such election may be made with respect to the stock of any Subsidiary PFIC that such U.S. Holder is treated as owning because such stock is not marketable. Hence, the Mark-to-Market Election will not be effective to eliminate the interest charge described above.
Other PFIC Rules
Under Section 1291(f) of the Code, the IRS has issued proposed Treasury Regulations that, subject to certain exceptions, would cause a U.S. Holder that had not made a timely QEF Election to recognize gain (but not loss) upon certain transfers of our common shares that would otherwise be tax-deferred (e.g., gifts and exchanges pursuant to corporate reorganizations). However, the specific U.S. federal income tax consequences to a U.S. Holder may vary based on the manner in which our common shares are transferred.
Certain additional adverse rules will apply with respect to a U.S. Holder if the Company is a PFIC, regardless of whether such U.S. Holder makes a QEF Election. For example under Section 1298(b)(6) of the Code, a U.S. Holder that uses our common shares as security for a loan will, except as may be provided in Treasury Regulations, be treated as having made a taxable disposition of such common shares.
Special rules also apply to the amount of foreign tax credit that a U.S. Holder may claim on a distribution from a PFIC.
The PFIC rules are complex, and each U.S. Holder should consult its own tax advisor regarding the PFIC rules and how the PFIC rules may affect the U.S. federal income tax consequences of the acquisition, ownership, and disposition of our common shares.
Certain Canadian Federal Income Tax Consequences
The following discussion summarizes the principal Canadian federal income tax considerations generally applicable to a person who owns one or more common shares of the Company (the "Shareholder"), and who at all material times for the purposes of the Income Tax Act (Canada) (the "Canadian Act") deals at arm's length with the Company, holds all common shares solely as capital property, is a non-resident of Canada, and does not, and is not deemed to, use or hold any Common share in or in the course of carrying on business in Canada. It is assumed that the common shares will at all material times be listed on a stock exchange that is prescribed for the purposes of the Canadian Act.
This summary is based on the current provisions of the Canadian Act, including the regulations thereunder, and the Canada-United States Income Tax Convention (1980) (the "Treaty") as amended. This summary takes into account all specific proposals to amend the Canadian Act and the regulations thereunder publicly announced by the government of Canada to the date hereof and the Company's understanding of the current published administrative and assessing practices of Canada Customs and Revenue Agency. It is assumed that all such amendments will be enacted substantially as currently proposed, and that there will be no other material change to any such law or practice, although no assurances can be given in these respects. Except to the extent otherwise expressly set out herein, this summary does not take into account any provincial, territorial or foreign income tax law or treaty.
This summary is not, and is not to be construed as, tax advice to any particular Shareholder. Each prospective and current Shareholder is urged to obtain independent advice as to the Canadian income tax consequences of an investment in common shares applicable to the Shareholder's particular circumstances.
A Shareholder generally will not be subject to tax pursuant to the Canadian Act on any capital gain realized by the Shareholder on a disposition of a Common share unless the Common share constitutes "taxable Canadian property" to the Shareholder for purposes of the Canadian Act and the Shareholder is not eligible for relief pursuant to an applicable bilateral tax treaty. A Common share that is disposed of by a Shareholder will not constitute taxable Canadian property of the Shareholder provided that the Common share is listed on a stock exchange that is prescribed for the purposes of the Canadian Act (the Toronto Stock Exchange is so prescribed), and that neither the Shareholder, nor one or more persons with whom the Shareholder did not deal at arm's length, alone or together at any time in the five years immediately prec eding the disposition owned, or owned any right to acquire, 25% or more of the issued shares of any class of the capital stock of the Company. In addition, the Treaty generally will exempt a Shareholder who is a resident of the United States for the purposes of the Treaty, and who would otherwise be liable to pay Canadian income tax in respect of any capital gain realized by the Shareholder on the disposition of a Common share, from such liability provided that the value of the Common share is not derived principally from real property (including resource property) situated in Canada or that the Shareholder does not have, and has not had within the 12-month period preceding the disposition, a "permanent establishment" or "fixed base," as tho se terms are defined for the purposes of the Treaty, available to the Shareholder in Canada. The Treaty may not be available to a non-resident Shareholder that is a U.S. LLC, which is not subject to tax in the U.S. Any dividend on a Common share, including a stock dividend, paid or credited, or deemed to be paid or credited, by the Company to a Shareholder will be subject to Canadian withholding tax at the rate of 25% on the gross amount of the dividend, or such lesser rate as may be available under an applicable income tax treaty. Pursuant to the Treaty, the rate of withholding tax applicable to a dividend paid on a Common share to a Shareholder who is a resident of the United States for the purposes of the Treaty will be reduced to 5% if the beneficial owner of the dividend is a company that owns at least 10% of the voting stock of the Company, and in any other case will be reduced to 15%, of the gross amount of the dividend. It is Canada Customs and Revenue Agency’s position that the Treaty reductions are not available to a Shareholder that is a "limited liability company" resident in the United States. The Company will be required to withhold any such tax from the dividend, and remit the tax directly to Canada Customs and Revenue Agency for the account of the Shareholder.
ALL PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF PURCHASING THE COMMON SHARES.
F.
Dividends and Paying Agents
Not applicable.
G.
Statement by Experts
Not applicable.
H.
Documents on Display
You may review a copy of our filings with the SEC, including exhibits and schedules filed with it, in the SEC's Public Reference Room at 100 F Street NE, Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 or the Conventional Reading Rooms’ Headquarters Office at 212-551-8090 for further information on the public reference rooms. The SEC maintains a web site (www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.
I.
Subsidiary Information
Not applicable.
ITEM 11 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
A. Quantitative Information About Market Risk
Transaction Risk and Currency Risk Management
The Company’s operations do not employ financial instruments or derivatives; and given that the Company keeps its excess funds in high-grade short-term instruments, it does not have significant or unusual financial market risks.
B. Qualitative Information About Market Risk
Exchange Rate Sensitivity
A significant portion of our administrative operations and other operations are denominated in Canadian funds, there is little exposure to foreign exchange movements between the Canadian and international currencies.
We typically hold most of our funds in Canadian dollars and report the results of our operations in Canadian dollars and are therefore are not subject to any material exchange rate risk.
We do not hedge foreign currency risk, and it does not consider this exposure to be material in the context of its operations.
There has been virtually no difference in our operations due to the affect of foreign exchange rate fluctuation in the period ended November 30, 2008.
Interest Rate Risk and Equity Price Risk
We are primarily equity financed and do not have any long term debt and, therefore, do not believe that the interest rate market’s risk is material.
Commodity Price Risk
While the value of the Company’s resource properties, if any, can always be said to relate to the price of precious metals and the outlook for same, the Company does not have any operating mines and hence does not have any hedging or other commodity based operations risks respecting its business activities. We are exposed to market risk, primarily related to fluctuating prices in our common stock. See “Risk Factors”.
ITEM 12 - DESCRIPTIONS OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
PART II
ITEM 13 - DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not applicable.
ITEM 14 - MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
A-D.
None.
E. Use of Proceeds
Not applicable.
ITEM 15 - CONTROLS AND PROCEDURES
A. Disclosure Controls and Procedures
At the end of the period covered by this annual report for the fiscal year ended November 30, 2008, an evaluation was carried out under the supervision of, and the with the participation of, the Company’s management, including its Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based upon that evaluation, the Company’s CEO and CFO have concluded that the disclosure controls and procedures were effective to give reasonable assurance that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including its principal executive and principal financial officer s, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
B. Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles
A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. It should be noted that a control system, no matter how well conceived or operated, can only provide reasonable assurance, not absolute assurance, that the obje ctives of the control system are met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.
Management, including the CEO and CFO, assessed the effectiveness of the Company’s internal control over financial reporting as of November 30, 2008. In making this assessment, management used the criteria set forth in the Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its assessment, management has concluded that, as of November 30, 2008, the Company’s internal control over financial reporting was effective and no material weaknesses in the Company’s internal control over financial reporting were discovered.
C. Attestation Report of the Registered Public Accounting Firm
This Annual Report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this Annual Report. These temporary rules permits a “non-accelerated filer” to provide only management’s report on internal control over financial reporting in an Annual Report and omit an attestation report of the issuer’s registered public accounting firm regarding management’s report on internal control over financial reporting until it is required to file an Annual Report for its first fiscal year ending after December 15, 2009.
D. Changes in Internal Control Over Financial Reporting
Based upon their evaluation of our controls, senior management of the Company have concluded that, there were no significant changes in our internal control over financial reporting or in other factors during our last fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 16A - AUDIT COMMITTEE FINANCIAL EXPERT
Our Board of Directors has determined that Stuart Rogers, a member of our Audit Committee, is the Audit Committee financial expert and an independent director as defined in Item 16A of Form 20-F.
ITEM 16B - CODE OF ETHICS
We have adopted a written Code of Ethics that applies to all employees and executive officers, including our Chief Executive Officer and Chief Financial Officer. A copy of the Code of Ethics is available on our website at www.alberta-star.com.
During the most recently completed fiscal year, the Company has neither: (a) amended its Code of Ethics; nor (b) granted any waiver (including any implicit waiver) form any provision of its Code of Ethics.
ITEM 16C - PRINCIPAL ACCOUNTANT FEES AND SERVICES
Fees and Services
James Stafford, Chartered Accountants, audited our financial statements for fiscal 2008 and 2007, and reviewed our quarterly statements for fiscal 2008. The following is an aggregate of fees rendered during each of the years ended November 30, 2008 and 2007 for professional services rendered by our principal accountants:
| | |
| 2008 | 2007 |
Audit fees - auditing of our annual financial statements and preparation of auditors’ report. | $75,180 | $62,954 |
Audit-related fees - review of each of the quarterly financial statements. | 38,253 | 38,655 |
Tax fees - preparation and filing of three major tax-related forms. | - | - |
All other fees – other services provided by our principal accountants. | 2,951 | 3,187 |
Total fees paid or accrued to our principal accountants | $116,384 | $104,796 |
Pre-Approval Policies and Procedures
We have adopted certain policies and procedures intend to ensure our principal accountants will maintain objectivity and independence in their audit of our financial statements. To minimize relationships that could appear to impair the objectivity of our principal accountants, our audit committee has restricted the non-audit services that our principal accountants may provide to us primarily to tax services and review assurance services.
In general, we seek to obtain non-audit services from our principal accountants only when the services offered by our principal accountants are more effective or economical than services available from other service providers, and, to the extent possible, only after competitive bidding. These determinations are among the key practices adopted by the audit committee effective during fiscal 2008. The board has adopted policies and procedures for pre-approving work performed by our principal accountants.
After careful consideration, the audit committee of the board of directors has determined that payment of the above audit fees is in conformance with the independent status of our company’s principal independent accountants. Before engaging the auditors in additional services, the audit committee considers how these services will impact the entire engagement and independence factors.
The Audit Committee has pre-approved specifically identified non-audit related services, including tax compliance, review of tax returns, and documentation of processes and controls as submitted to the Audited Committee from time to time.
ITEM 16D - EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
None.
ITEM 16E - PURCHASES OF EQUITY SECURITIES BY THE ISSUERS AND AFFILIATED PURCHASERS
The Company did not repurchase any common shares in the fiscal year ended November 30, 2008.
ITEM 16F – CHANGE IN CERTIFYING ACCOUNTANT
None.
ITEM 16G – CORPORATE GOVERNANCE
None.
PART III
ITEM 17 - FINANCIAL STATEMENTS
The financial statements appear on Pages F-1 through F-41 of this Annual Report and are incorporated herein by reference. Our audited financial statements as prepared by our management and approved by the audit committee include:
·
our balance sheets as at November 30, 2008, and 2007;
·
the following statements for the fiscal years ended November 30, 2008, 2007, and 2006, as well as information from our inception to November 30, 2008:
·
statements of loss, comprehensive loss and deficit
·
statements of cash flows; and
·
statements of changes in shareholders’ equity.
All of these were audited by our auditor, James Stafford, Chartered Accountants.
The financial statements are prepared in accordance with Canadian GAAP and are reconciled to US GAAP in note 18 to the financial statements. All figures are expressed in Canadian dollars.
ITEM 18 - FINANCIAL STATEMENTS
The Company elected to provide financial statements pursuant to Item 17.
ITEM 19 - EXHIBITS
The following exhibits are included herein, except for the exhibits marked with a bracketed number, which are incorporated herein by reference.
| |
Exhibit No. | Exhibit Title |
1.1(1) | Certificate of Incorporation and Certificate of Amendment and Registration of Restated Articles |
1.2(1) | Bylaws |
1.3(1) | Articles of Association |
4.1(3) | Stock Option Plan as approved annually without change by Shareholders |
4.2*(3) | Employment Agreement dated March 30, 2007 between Alberta Star Development Corp. and Mr. Tim Coupland, President and CEO |
4.3(3) | Financial Public Relations Service Agreement dated December 15, 2007 between Alberta Star Development Corp. and MI3 Communications Financieres Inc. |
4.4 | Shareholder Rights Plan Agreement dated October 10, 2008 between Alberta Star Development Corp. and MI3 Computershare Trust Company of Canada |
11.1(3) | Code of Ethics |
12.1 | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
12.2 | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
13.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
15.2 | Certificate of Consent by Auditor |
15.3(2) | Technical Report on the Port Radium – Echo Bay Project dated April 21, 2006 and revised August 10, 2006 prepared by J. Fingler, M.Sc., P.Geo |
* | Indicates management contract or compensatory plan or arrangement. |
(1) | incorporated by reference from our Form 20-F that was filed with the commission on June 8, 2001. |
(2) | incorporated by reference from our Form 6-K that was filed with the commission on August 30, 2006. |
(3) | incorporated by reference from our Form 20-F that was filed with the commission on April 8, 2008. |
34
SIGNATURE
The registrant hereby certifies that it meets all of the requirements for Annual Report filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
| | |
| | ALBERTA STAR DEVELOPMENT CORP. |
Dated: March 24, 2009 | |
By: /s/ Tim Coupland |
| | Tim Coupland, President |
35
![[finalallin5002.gif]](https://capedge.com/proxy/20-F/0001278615-09-000003/finalallin5002.gif)
![[finalallin5033.gif]](https://capedge.com/proxy/20-F/0001278615-09-000003/finalallin5033.gif)