UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
| | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR |
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 2006 OR |
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period fromto _______________________ |
| | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring shell company report |
Commission file number 0-31190
CANPLATS RESOURCES CORPORATION
(Exact name of Registrant as specified in its charter)
(Translation of Registrant’s name into English)
British Columbia, Canada
(Jurisdiction of incorporation or organization)
Suite 1180 – 999 West Hastings Street, Vancouver, British Columbia V6C 2W2
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
None | Name of each exchange on which registered
Not Applicable |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
Common Stock without par value
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.
40,327,806
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes þ No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes þ No
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
þ Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | Accelerated filer | Non-accelerated filer þ |
Indicate by check mark which financial statement item the Registrant has elected to follow.
þ Item 17 Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes þ No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes No
- ii -
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report contains forward-looking statements concerning our operations and planned future acquisitions within the meaning of the safe harbor for such statements under the Private Securities Litigation Reform Act of 1995. Any statements that involve discussions with respect to predictions, expectations, belief, plans, projections, objectives, assumptions or future events or performance (often but not always using 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”, “might”, or “will” be taken to occur or be achieved) are not statements of historical fact and may be “forward looking statements” and are intended to identify forward-looking statements, which include statements relating to, among other things, our ability to continue to successfully compete in its market. You are cautioned not to place undue reliance on forward looking statements. These forward-looking statements are based on the beliefs of our management as well as on assumptions made by and information currently available to us at the time such statements were made. We undertake no obligation to update forward-looking statements should circumstances or estimates or opinions change. Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward looking statements, including, without limitation,
| | · | uncertainty of production at our mineral exploration properties; |
| | · | risks related to our ability to finance the continued exploration of our mineral properties; |
| | · | risks related to no Proven Mineral Reserves or Probable Mineral Reserves; |
| | · | our history of losses and expectation of future losses; |
| | · | risks related to factors beyond our control; |
| | · | risks and uncertainties associated with new mining operations; |
| | · | risks related to our ability to obtain adequate financing for our planned development activities; |
| | · | lack of infrastructure at our mineral exploration properties; |
| | · | risks and uncertainties relating to the interpretation of drill results and the geology, grade and continuity of our mineral deposits; |
| | · | unpredictable risks and hazards related to mining operations; |
| | · | risks related to governmental regulations, including environmental regulations; |
| | · | commodity price fluctuations; |
| | · | our ability to attract and retain qualified personnel; |
| | · | uncertainties related to title to our mineral properties; |
| | · | risks related to reclamation activities on our properties; |
| | · | risks related to political instability and unexpected regulator change; |
| | · | increased competition in the mining industry for properties and qualified personnel; |
| | · | risks related to some of our directors and officers involvement with other natural resource companies; |
| | · | enforcement of U.S. judgments and laws in Canada; |
| | · | our ability to attract and retain qualified management; |
| | · | our classification as a passive foreign investment company under the Internal Revenue Code. |
Actual results could differ materially from those projected in the forward-looking statements as a result of the matters set out or incorporated in this Annual Report generally and certain economic and business factors, some of which may be beyond our control. Some of the important risks and uncertainties that could effect forward looking statements as described further in this document under the headings “Risk Factors”, “History and Development of the Company”, “Business Overview”, “Descriptions of Properties” and “Operating and Financial Review and Prospects”.
In this Annual Report, “we”, “us”, “our”, “Canplats” and “the Company” refer to Canplats Resources Corporation, a company incorporated under the Business Corporations Act (British Columbia).
Item 1 | Identity of Directors, Senior Management and Advisers |
A. | Directors and Senior Management |
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, as such, there is no requirement to provide any information under this item.
This Form 20-F is being filed as an annual report under the Exchange Act, and, as such, there is no requirement to provide any information under this item.
This Form 20-F is being filed as an annual report under the Exchange Act, and, as such, there is no requirement to provide any information under this item.
This Form 20-F is being filed as an annual report under the Exchange Act, and, as such, there is no requirement to provide any information under this item.
A. | Selected Financial Data |
The following table summarizes certain of our selected financial data. This information should be read in conjunction with the more detailed financial statements included in this Annual Report.
Table No. 1
Selected Financial Data
(expressed in thousands of Canadian dollars, except per share and number of shares data)
| | Year ended Jul 31, 2006 | Year ended Jul 31, 2005 | Year ended Jul 31, 2004 | Year ended Jul 31, 2003 | Year ended Jul 31, 2002 |
1. Revenues | Nil | Nil | Nil | Nil | Nil |
2. Loss for period* | (335,568) | (1,493,747) | (1,270,193) | (294,424) | (211,299) |
3. Loss per common share* | (0.01) | (0.05) | (0.06) | (0.02) | (0.02) |
4. Total assets | 4,070,670 | 2,326,011 | 3,457,993 | 1,924,475 | 1,638,718 |
5. Long term obligations and redeemable pre-ferred stock** | Nil | Nil | Nil | Nil | Nil |
6. Capital stock | 12,725,289 | 11,340,245 | 11,267,220 | 8,722,470 | 8,125,636 |
7. Cash dividends per common share | Nil | Nil | Nil | Nil | Nil |
8. Number of shares | 40,327,806 | 29,442,306 | 29,142,306 | 16,997,303 | 10,217,303 |
* All of our operations are continuing. ** No preferred stock has been issued |
The selected financial data is presented in Table 1 above and in the financial statements in accordance with generally accepted accounting principles (“GAAP”) prevailing in Canada as of the dates shown.
The selected financial data under U.S. GAAP for the above periods is indicated below in Table 2:
Table No. 2
Selected Financial Data
(expressed in thousands of Canadian dollars, except per and number of shares data)
| | Year ended Jul 31, 2006 | Year ended Jul 31, 2005* | Year ended Jul 31, 2004 | Year ended Jul 31, 2003 | Year ended Jul 31, 2002 |
1. Revenues | Nil | Nil | Nil | Nil | Nil |
| 2. Loss for period* | (932,806) | (1,408,849) | (1,519,224) | (290,870) | (703,084) |
3. Loss per common share* | (0.03) | (0.05) | (0.07) | (0.02) | (0.08) |
4. Total assets | 1,676,249 | 609,528 | 1,734,262 | 449,775 | 160,464 |
5. Long term obligations and redeemable pre-ferred stock** | Nil | Nil | Nil | Nil | Nil |
6. Capital stock | 12,725,289 | 11,340,245 | 11,267,220 | 8,722,470 | 8,125,636 |
| 7. Cash dividends per common share | Nil | Nil | Nil | Nil | Nil |
8. Number of shares | 40,327,806 | 29,442,306 | 29,142,306 | 16,997,303 | 10,217,303 |
* Certain comparative figures have been restated - see note 14 to the financial statements.
** All of our operations are continuing. *** No preferred stock has been issued. |
Reference should be made to note 14 to the financial statements for a description of material differences between Canadian and U.S. GAAP.
U.S./Canadian Dollar Exchange Rates
In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian dollars (Cdn$). The Government of Canada permits a floating exchange rate to determine the value of the Canadian dollar against the U.S. dollar (US$). In this Annual Report all references to “$” and “Cdn$” refer to Canadian Dollars and all references to “US$” refer to United States Dollars.
Table No. 3 below sets out the rate of exchange for the Canadian dollar at July 31, 2006, July 31, 2005, July 31, 2004, July 31, 2003 and July 31 2002, the average rates for the period and the range of high and low rates for the period. Table No. 4 sets out the high and low rates of exchange for the Canadian dollar for each month during the previous six months.
For purposes of these tables, the rate of exchange means the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York. The tables set out the number of Canadian dollars required under that formula to buy one U.S. dollar. The average rate in Table No. 3 means the average of the exchange rates on the last day of each month during the period.
Table No. 3
U.S. Dollar/Canadian Dollar Exchange Rates for Five Most Recent Financial Years
| | Average | High | Low | Close |
| Fiscal Year Ended July 31, 2006 | 1.16 | 1.22 | 1.10 | 1.13 |
| Fiscal Year Ended July 31, 2005 | 1.24 | 1.33 | 1.18 | 1.23 |
| Fiscal Year Ended July 31, 2004 | 1.33 | 1.40 | 1.27 | 1.33 |
| Fiscal Year Ended July 31, 2003 | 1.50 | 1.59 | 1.33 | 1.41 |
| Fiscal Year Ended July 31, 2002 | 1.57 | 1.61 | 1.51 | 1.58 |
Table No. 4
U.S. Dollar/Canadian Dollar Exchange Rates for Previous Six Months
| | July | August | September | October | November | December |
| High | 1.14 | 1.13 | 1.13 | 1.14 | 1.15 | 1.17 |
| Low | 1.11 | 1.11 | 1.11 | 1.12 | 1.13 | 1.14 |
On January 22, 2007, the exchange rate of Canadian dollars into United States dollars, based upon the noon buying rate in New York City for cable transfers payable in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York, was US $1.00 equals Cdn $1.1759.
This Form 20-F is being filed as an annual report under the Exchange Act, and, as such, there is no requirement to provide any information under this item.
This Form 20-F is being filed as an annual report under the Exchange Act, and, as such, there is no requirement to provide any information under this item.
Our exploration programs may not result in a commercial mining operation.
Mineral exploration involves significant risk because few properties that are explored contain bodies of ore that would be commercially economic to develop into producing mines. Our mineral properties are without a known body of commercial ore and our proposed programs are an exploratory search for ore. We cannot provide any assurance that our current exploration programs will result in any commercial mining operation. If the exploration programs do not result in the discovery of commercial ore, we will be required to acquire additional properties and write-off all of our investments in our existing properties.
We may not have sufficient funds to complete further exploration programs.
We have limited financial resources (working capital of approximately $1,590,448 million at July 31, 2006), do not generate operating revenue, and must finance our exploration activity by other means, including financing through joint ventures, debt financing or equity financing. We cannot provide any assurance that additional funding will be available for further exploration of our projects or to fulfil our anticipated obligations under our existing property agreements. If we fail to obtain additional financing, we will have to delay or cancel further exploration of our properties, and we could lose all of our interest in our properties.
We do not have Proven Mineral Reserves or Probable Mineral Reserves.
We have not established the presence of any Proven Mineral Reserves or Probable Mineral Reserves (as such terms are defined in National Instrument 43-101 of the Canadian Securities Administrators) at any of our mineral properties. We cannot provide any assurance that future feasibility studies will establish Proven Mineral Reserves or Probable Mineral Reserves at our properties. The failure to establish Proven Mineral Reserves or Probable Mineral Reserves could restrict our ability to successfully implement our strategies for long-term growth.
We have a history of losses and expect to incur losses for the foreseeable future.
We have incurred losses during each of the following periods and expect to incur losses for the foreseeable future:
| | · | $335,568 for the year ended July 31, 2006; |
| | · | $1,493,747 for the year ended July 31, 2005; |
| | · | $1,270,193 for the year ended July 31, 2004; |
| | · | $294,424 for the year ended July 31, 2003; and |
| | · | $211,299 for the year ended July 31, 2002. |
As of July 31, 2006, we had an accumulated deficit of $10,042,748. We expect to continue to incur losses unless and until such time as one or more of our properties enter into commercial production and generate sufficient revenues to fund our continuing operations. If our exploration programs successfully locate an economic ore body, we will be subject to additional risks associated with mining including those set out in this Item 3.D - “Risk Factors” under the heading “We have no revenue from operations and no ongoing mining operations of any kind.”
Factors beyond our control may determine whether any mineral deposits we discover are sufficiently economic to be developed into a mine.
The determination of whether our mineral deposits are economic is affected by numerous factors beyond our control. These factors include:
| | · | the metallurgy of the mineralization forming the mineral deposit; |
| | · | market fluctuations for precious metals; |
| | · | the proximity and capacity of natural resource markets and processing equipment; and |
| | · | government regulations governing prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. |
We have no revenue from operations and no ongoing mining operations of any kind.
We are a mineral exploration company and have no revenues from operations and no ongoing mining operations of any kind. Our properties are in the exploration stage, and we have not defined or delineated any proven or probable reserves on any of our properties. If our exploration programs successfully locate an economic ore body, we will be subject to additional risks associated with mining:
| | · | We will require additional funds to place the ore body into commercial production. Substantial expenditures will be required to: |
| | o | establish ore reserves through drilling; |
| | o | develop metallurgical processes to extract the metals from the ore; and |
| | o | construct the mining and processing facilities at any site chosen for mining. |
The sources of external financing that we may use for these purposes include public or private offerings of debt, convertible notes and equity. In addition, we may enter into one or more strategic alliances and may utilize one or a combination of all these alternatives. We cannot provide any assurance that the financing alternative chosen by us will be available on acceptable terms, or at all. If additional financing is not available, we may have to postpone the development of, or sell, the property.
| | · | The majority of our property interests are not located in developed areas and as a result may not be served by appropriate |
| | o | water and power supply; and |
| | o | other support infrastructure. |
These items are often needed for development of a commercial mine. If we cannot procure or develop roads, water, power and other infrastructure at a reasonable cost, it may not be economic to develop properties, where our exploration has otherwise been successful, into a commercial mining operation.
| | · | In making determinations about whether to proceed to the next stage of development, we must rely upon estimated calculations as to the mineral reserves and grades of mineralization on our properties. Until ore is actually mined and processed, mineral reserves and grades of mineralization must be considered as estimates only. These estimates are imprecise and depend upon geological interpretation and statistical inferences drawn from drilling and sampling which may prove to be unreliable. We cannot provide any assurance that: |
| | o | these estimates will be accurate; |
| | o | resource or other mineralization figures will be accurate; or |
| | o | this mineralization can be mined or processed profitably. |
Any material changes in mineral reserve estimates and grades of mineralization will affect the economic viability of the placing of a property into production and a property’s return on capital.
| | · | Mining operations often encounter unpredictable risks and hazards that add expense or cause delay. These include: |
| | o | unusual or unexpected geological formations; |
| | o | metallurgical and other processing problems; |
| | o | periodic interruptions due to inclement or hazardous weather conditions; |
| | o | flooding, explosions, fire, rockbursts, cave-ins, landslides, and; |
| | o | inability to obtain suitable or adequate machinery, equipment or labour. |
| | · | We may become subject to liabilities in connection with: |
| | o | hazards against which we cannot insure against or which we may elect not to insure. |
The payment of these liabilities could require the use of financial resources that would otherwise be spent on mining operations.
| | · | Mining operations and exploration activities are subject to national and local laws and regulations governing: |
| | o | prospecting, development, mining and production; |
| | o | labour standards, occupational health and mine safety; |
| | o | waste disposal, toxic substances, land use and environmental protection. |
| | | In order to comply, we may be required to make capital and operating expenditures or to close an operation until a particular problem is remedied. In addition, if our activities violate any such laws and regulations, we may be required to compensate those suffering loss or damage, and may be fined if convicted of an offence under such legislation. |
| | · | Our profitability and long-term viability will depend, in large part, on the market price of gold and other metals. The market prices for these metals are volatile and are affected by numerous factors beyond our control, including: |
| | o | global or regional consumption patterns; |
| | o | supply of, and demand for, gold and other metals; |
| | o | expectations for inflation; and |
| | o | political and economic conditions. |
We cannot predict the effect of these factors on metals prices.
| | · | In order to bring our mineral properties into production we will experience significant growth in our operations. We expect this growth to create new positions and responsibilities for management personnel and increase demands on our operating and financial systems. There can be no assurance that we will successfully meet these demands and effectively attract and retain additional qualified personnel to manage our anticipated growth. The failure to attract such qualified personnel to manage growth effectively could have a material adverse effect on our business, financial condition and results of operations. |
We are subject to significant governmental regulations.
Our exploration activities are subject to extensive federal, state, provincial, territorial and local laws and regulations governing various matters, including:
| | · | environmental protection; |
| | · | management and use of toxic substances and explosives; |
| | · | management of natural resources; |
| | · | exploration of mineral properties; |
| | · | labor standards and 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 or enforcement actions, including orders issued by regulatory or judicial authorities enjoining or curtailing operations or requiring corrective measures, installation of additional equipment or remedial actions, any of which could result in significant expenditures. We may also be required to compensate private parties 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 suspensions of our activities and delays in the exploration of our properties.
Our properties may be subject to uncertain title.
We own, lease or have under option, unpatented and patented mining claims, mineral claims or concessions which constitute our property holdings. The ownership and validity, or title, of unpatented mining claims and concessions are often uncertain and may be contested. We have not conducted surveys of all of the claims in which we hold direct or indirect interests. A successful claim contesting our title to a property will cause us to lose our rights to explore and, if warranted, develop that property. This could result in our not being compensated for our prior expenditures relating to the property.
Land reclamation requirements for our exploration properties may be burdensome.
Although variable depending on location and the governing authority, land reclamation requirements are generally imposed on mineral exploration companies (as well as companies with mining operations) in order to minimize long term effects of land disturbance. Reclamation may include requirements to:
| | · | control dispersion of potentially deleterious effluents; and |
| | · | reasonably re-establish pre-disturbance land forms and vegetation. |
In order to carry out reclamation obligations imposed on us in connection with our mineral exploration, we must allocate financial resources that might otherwise be spent on further exploration programs.
Political or economic instability or unexpected regulatory change in the countries where our properties are located could adversely affect our business.
Certain of our properties are located in countries, provinces and states more likely to be subject to political and economic instability, or unexpected legislative change, than is usually the case in certain other countries, provinces and states. Our mineral exploration activities could be adversely affected by:
| | · | political instability and violence; |
| | · | war and civil disturbance; |
| | · | expropriation or nationalization; |
| | · | changing fiscal regimes; |
| | · | fluctuations in currency exchange rates; |
| | · | high rates of inflation; |
| | · | underdeveloped industrial and economic infrastructure; and |
| | · | unenforceability of contractual rights; |
any of which may adversely affect our business in that country.
We may be adversely affected by fluctuations in foreign exchange rates.
We maintain our bank accounts mainly in Canadian dollars. Any appreciation in the currency of Mexico or other countries where we carryout exploration activities against the Canadian dollar will increase our costs of carrying out operations in such countries. In addition, any decrease in the U.S. dollar against the Canadian dollar will result in a loss on our books to the extent we hold funds in U.S. dollars.
We face industry competition in the acquisition of exploration properties and the recruitment and retention of qualified personnel.
We compete with other exploration companies, many of which have greater financial resources than us or are further in their development, for the acquisition of mineral claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees and other personnel. Competition for exploration resources at all levels is currently very intense, particularly affecting the availability of manpower, drill rigs and supplies. If we require and are unsuccessful in acquiring additional mineral properties or personnel, we will not be able to grow at the rate we desire or at all.
Some of our directors and officers have conflicts of interest as a result of their involvement with other natural resource companies.
Some our directors and officers are directors or officers of other natural resource or mining-related companies such as, at present, Mr. Quartermain who serves as a director and officer of Silver Standard Resources Inc. and Radiant Resources Inc. and as a director of Vista Gold Corporation, Cogent Integrated Healthcare Solutions Corp. and Minco Silver Corporation. These associations may give rise to conflicts of interest from time to time. As a result of these conflicts of interest, we may miss the opportunity to participate in certain transactions, which may have a material, adverse effect on our financial position.
Enforcement of judgments or bringing actions outside the United States against us and our directors and officers may be difficult.
We are organized under the law of and headquartered in British Columbia, Canada, and none of our directors and officers are citizens or residents of the United States. In addition, a substantial part of our assets are located outside the United States and Canada. As a result, it may be difficult or impossible for an investor to (a) enforce in courts outside the United States judgments against us and our directors and officers obtained in United States’ courts based upon the civil liability provisions of United States’ federal securities laws or (b) bring in courts outside the United States an original action against us and our directors and officers to enforce liabilities based upon such United States’ securities laws.
We may experience difficulty attracting and retaining qualified management to grow our business, which could have a material adverse effect on our business and financial condition.
We are dependent on the services of key executives including our President and other highly skilled and experienced executives and personnel focused on advancing our corporate objectives as well as the identification of new opportunities for growth and funding. Due to our relatively small size, the loss of these persons or our inability to attract and retain additional highly skilled employees required for our activities may have a material adverse effect on our business and financial condition.
Under U.S. federal tax rules, we may be classified as a passive foreign investment company (a “PFIC”), which may result in special and generally unfavorable U.S. federal tax consequences to our U.S. shareholders.
As a non-U.S. corporation, we may be a PFIC depending on the percentage of our gross income which is “passive”, within the meaning of the U.S. Internal Revenue Code of 1986, as amended, or the percentage of our assets that produce or are held to produce passive income. We may have been a PFIC in our 2006 taxable year, and we may be a PFIC in subsequent taxable years. If we are a PFIC for any taxable year during a U.S. shareholder’s holding period in our common stock, such U.S. shareholder may be subject to increased U.S. federal income tax liability on the sale of common shares or on the receipt of dividends. See Item 10.E - “Taxation”. The PFIC rules are complex and may be unfamiliar to U.S. shareholders. Accordingly, U.S. shareholders are urged to consult their own tax advisors concerning the application of the PFIC rules to their investment in our common shares.
A. | History and Development of the Company |
General Background
We were incorporated under the laws of the Province of British Columbia, Canada on February 15, 1967 under the name Colby Mines Ltd. (N.P.L.). On January 11, 1977, we changed our name to Colby Mines Ltd. and then to Colby Resources Corp. on February 11, 1980. On October 14, 1999, we changed our name to International Colby Resources Corporation and consolidated our shares on a five for one basis. On March 15, 2000, we changed our name to “Canplats Resources Corporation”. On December 15, 2005, our shareholders adopted new articles as required by the then new British Columbia Business Corporations Act and authorized an increase in our authorized capital from 100,000,000 common shares without par value to an unlimited number of common shares without par value.
Our head office and registered and records office is located at: Suite 1180 - 999 West Hastings Street, Vancouver, British Columbia, Canada V6C 2W2. The contact person is R.E. Gordon Davis, President. The telephone number is (604) 689-3846; the facsimile number is (604) 689-3847. We do not have a registered agent in the United States.
In October 2005, we returned the Santa Lucia gold prospect to the vendors of the prospect. The Santa Lucia gold prospect is located in the state of Baja California Norte, Mexico just south of the U.S. - Mexico border approximately 70 miles east of Tijuana. See Item 4.B - “Business Overview”.
In December 2005, we announced the acquisition of the Mecatona Gold Prospect, located in the state of Chihuahua, Mexico. The Mecatona Gold Prospect is subject to the Silver Standard back-in right. See Item 4.B - “Business Overview”.
In May 2006, we announced the acquisition by staking of the Maijoma Prospect, located in the state of Chihuahua, Mexico. See Item 4.B - “Business Overview”.
The information contained in this Annual Report is current as at July 31, 2006, other than where a different date is specified.
All disclosure about our exploration properties in this Annual Report conforms to the standards of United States Securities & Exchange Commission Industry Guide 7, Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations.
Our primary business focus is the exploration for gold in Mexico. We are an exploration stage company and none of our properties are currently beyond the advanced exploration stage. There is no assurance that a commercially viable mineral deposit exists on any of our properties and further exploration work may be required before a final evaluation as to the economic and legal feasibility is determined. For further information, see Item 3.D - “Risk Factors”.
We do not currently have a principal mineral property. We have five properties that are located in Mexico, on which we intend to focus our exploration efforts in 2007. These properties are the Rodeo Gold Prospect, Yerbabuena Gold Prospect, El Rincon Gold Prospect, Mecatona Gold Prospect and Maijoma Prospect. We have also recently staked other properties in Mexico in the vicinity of the Maijoma Prospect. In addition, we have a number of property holdings prospective for platinum group metals in the Nipigon Region in Ontario, Canada that we have placed on care and maintenance and are not considered principal or secondary properties.
Rodeo Gold Prospect
In February 2003, we acquired by staking a 100% interest in the Rodeo gold prospect located 150 kilometers north of Durango, Mexico, subject to the payment of a finder’s fee to La Cuesta International, Inc. (“LCI”). Under an agreement dated February 20, 2003, we are required to pay LCI a finder’s fee in respect of our acquisition of the Rodeo prospect of:
| | · | US $10,000 on signing the agreement (paid); |
| | · | every six months commencing June 11, 2003, the greater of US $5,000 and 2% of direct exploration expenditures made for the benefit of the property; |
| | · | on commencement of commercial production on the property, a 0.25% net smelter returns royalty (net smelter returns (“NSR”) means the amount actually paid to the mine or mill owner from the sale of ore, minerals and other materials or concentrates mined and removed from mineral properties. This type of royalty provides cash flow that is free of any operating or capital costs and environmental liabilities.); |
provided that the maximum amount payable to LCI in respect of the finder’s fee for the Rodeo prospect is US $500,000.
In October 2003, we granted to Silver Standard Resources Inc. (“Silver Standard”) a right of first offer on all properties referred to us by Silver Standard. Under the terms of the right of first offer, if we intend to dispose of an interest in any referred property, we must give Silver Standard the first opportunity to acquire the interest. Our Rodeo property is subject to the right of first offer.
We currently hold a 100% interest in the Rodeo prospect, subject to making the above described payments to LCI and the right of first offer granted to Silver Standard.
Yerbabuena Gold Prospect
Under an agreement dated July 11, 2003, we acquired from LCI a lease with option to purchase a 100% interest in the Yerbabuena gold prospect located approximately 150 kilometres north-northwest of Durango, Mexico. In order to maintain the lease in good standing, we are required to pay LCI:
| | · | US $7,500 on signing the agreement (paid); |
| | · | US $5,000 on or before September 1, 2003 (paid); |
| | · | US $7,500 on or before March 1, 2004 (paid); |
| | · | US $7,500 on or before September 1, 2004 (paid); |
| | · | US $10,000 on or before March 1, 2005 (paid); |
| | · | US $10,000 on or before September 1, 2005 (paid); |
| | · | US $15,000 every six months thereafter commencing March 1, 2006; |
| | · | on commencement of commercial production on the property, the greater of US $25,000 per quarter and a 2% NSR; |
We can purchase the property from LCI at anytime on payment of US $2,000,000, less all lease payments described above.
Our Yerbabuena prospect is subject to the right of first offer granted to Silver Standard.
Under the terms of the lease with option to purchase, we have the exclusive right to explore and mine the Yerbabuena prospect, subject to making the above described payments to LCI and the right of first offer granted to Silver Standard.
Santa Lucia Gold Prospect
In October 2003, we acquired by staking a 100% interest in the Santa Lucia gold prospect located in Baja California Norte, Mexico, subject to the payment of a finder’s fee to LCI. Under an agreement dated October 3, 2003, we are required to pay LCI a finder’s fee in respect of our acquisition of the Santa Lucia prospect of:
| | · | US $15,000 on signing the agreement (paid); |
| | · | US $5,000 on or before December 12, 2003(paid); |
| | · | every six months commencing June 12, 2004, the greater of US $5,000 and 2% of direct exploration expenditures made for the benefit of the property; |
| | · | on commencement of commercial production on the property, the greater of US $10,000 per year and a 0.25% NSR; |
provided that the maximum amount payable to LCI in respect of the finder’s fee for the Santa Lucia prospect is US $500,000.
In October 2005, we returned the Santa Lucia gold prospect to LCI.
We no longer hold an interest in the Santa Lucia prospect.
El Rincon Gold Prospect
In May 2004, we acquired by staking a 100% interest in the El Rincon gold prospect located in Durango State, Mexico, subject to the payment of a finder’s fee to LCI and the back-in right to Silver Standard. Under an agreement dated August 24, 2004, we are required to pay LCI a finder’s fee in respect of our acquisition of the El Rincon prospect of:
| | · | US $5,000 on signing the agreement (paid); |
| | · | every six months commencing May 3, 2004, the greater of US $5,000 and 2% of direct exploration expenditures made for the benefit of the property; |
| | · | on commencement of commercial production on the property, a 0.25% NSR; |
provided that the maximum amount payable to LCI in respect of the finder’s fee for the El Rincon prospect is US $2,000,000.
Effective March 24, 2004, we granted Silver Standard a one-time right to acquire a 51% interest in any property we acquire that was referred to us by Silver Standard, which is known as the “back-in right”. This one-time right to acquire replaces the right of first offer, granted in 2003, for properties acquired after March 24, 2004. In order to exercise the back-in right in respect of any property, Silver Standard must (a) exercise the back-in right prior to, or on, our incurring US $1.5 million in exploration expenditures on the property and (b) incur exploration expenditures equal to twice the acquisition and exploration expenditures we have incurred on the property at the time of exercise. The El Rincon prospect is subject to the back-in right granted to Silver Standard.
We currently hold a 100% interest in the El Rincon gold prospect, subject to making the above described payments to LCI and the back-in right granted to Silver Standard.
Mecatona Gold Prospect
In December 2005, we acquired the Mecatona Gold Prospect consisting of:
| | · | an option to acquire 12 claims comprising 65.7301 hectares with the following payments: |
| | o | US $5,000 on signing the agreement (paid); |
| | o | US $10,000 on the first anniversary of signing the agreement; |
| | o | US $20,000 on the second anniversary of signing the agreement; |
| | o | US $215,000 on the third anniversary of signing the agreement; and |
| | o | a 1% NSR capped at US $250,000; |
| | · | an option to acquire one claim comprising 29.5896 hectares with the following payments: |
| | o | US $10,000 on signing the agreement (paid); |
| | o | US $20,000 on the first anniversary of signing the agreement; |
| | o | US $30,000 on the second anniversary of signing the agreement; |
| | o | US $50,000 on the third anniversary of signing the agreement; |
| | o | US $90,000 on the fourth anniversary of signing the agreement; and |
| | o | US $800,000 on the fifth anniversary of signing the agreement; and |
| | · | the acquisition of two claim blocks covering approximately 4,000 hectares for staking costs. |
We are required to pay LCI a finder’s fee in respect of our acquisition of the Mecatona prospect of:
| | · | US $5,000 on signing the agreement (paid); |
| | · | every six months the greater of US $5,000 and 2% of direct exploration expenditures made for the benefit of the property; |
| | · | on commencement of commercial production on the property, a 0.25% NSR; |
provided that the maximum amount payable to LCI in respect of the finder’s fee for the Mecatona prospect is US $2,000,000.
The Mecatona prospect is subject to the back-in right granted to Silver Standard (See Item 4.B - “El Rincon Gold Prospect”).
We currently hold a 100% interest in the Mecatona Gold Prospect, subject to making the above described option payments, payments to LCI and the back-in right granted to Silver Standard.
Maijoma Prospect
In May 2006, we acquired by staking a 100% interest in the Maijoma Prospect located in Durango State, Mexico, subject to the payment of a finder’s fee to LCI. Under an agreement dated January 1, 2006, we are required to pay LCI a finder’s fee in respect of our acquisition of the Maijoma Prospect of:
| | · | US $5,000 on signing the agreement (paid); |
| | · | every six months commencing October 28 2006, the greater of US $5,000 and 2% of direct exploration expenditures made for the benefit of the property; |
| | · | on commencement of commercial production on the property, a 0.25% NSR; |
provided that the maximum amount payable to LCI in respect of the finder’s fee for the Maijoma Prospect is US $2,000,000.
We currently hold a 100% interest in the Maijoma Prospect, subject to making the above described payments to LCI.
Other Properties
We have also recently staked other properties in Mexico in the vicinity of the Maijoma Prospect. In addition, we have several other property holdings in Ontario, Canada, including the Geikie Property (described in our Annual Report on Form 20-F for the year ended July 31, 2002, file no. 0-31190 filed on December 31, 2002) which are not considered our primary or secondary properties. These property interests are being held for possible future exploration, sale, or joint venture. Interests in all of our properties are currently held through claims, leases and options and through working interests. We review such holdings on a regular basis to determine if they should be retained.
We have one subsidiary: Canplats de Mexico S.A. de C.V., which was incorporated under the laws of Mexico on January 5, 2004. We hold a 100% beneficial interest in Canplats de Mexico S.A. de C.V.
Mexican Gold Prospects
Rodeo Gold Prospect
The Rodeo gold prospect is located approximately 150 kilometers north of Durango, Mexico and is comprised of two mineral claims covering an area of 13,820-hectare (53.4 square miles). The property is accessed by paved highway.
The Rodeo property is located along a major northwest-trending fault system, which places volcanic rocks against limestones and shales.
The Rodeo prospect was explored in the 1990s by Monarch Resources de Mexico, S.A. de C.V., whose objective was to locate near-surface, bulk tonnage gold mineralization. Monarch completed extensive mapping, selective and grid rock chip sampling, and reverse circulation drilling. Sampling demonstrated highly anomalous disseminated and vein-controlled values in gold, silver, arsenic, antimony and mercury. Strong geochemical anomalies were noted in multiple target areas over significant lengths and widths.
In January and February 2004, we carried out a Phase 1 drill program at Rodeo of reverse circulation drilling (a rotary percussion drill in which the drilling mud and cuttings return to the surface through the drill pipe). Results of the program ranged from 0.71 grams per tonne of gold over 10 metres (0.02 ounces per ton of gold over 32.8 feet) to 5.94 grams per tonne of gold over 27 metres (0.17 ounces of gold per ton over 88.6). In September 2004, we completed a Phase 2 drill program at Rodeo, with results ranging from holes with no significant values of gold to 2.04 grams of gold per tonne over 29 metres (0.06 ounces of gold per ton over 95.1 feet). In the two programs, a total of 2,377 meters in 21 holes were drilled.
Yerbabuena Gold Prospect
The Yerbabuena gold prospect is located approximately 150 kilometers north-northwest of Durango, Mexico and is comprised of three mineral claims totaling 7,610 hectares (29.4 square miles). The property is accessed by gravel road.
The Yerbabuena prospect is located along a major northwest-trending fault system, which places volcanic rocks against limestones and shales. The property covers four distinct areas of mineralization.
In May 2005, we completed a Phase 1 drill program at Yerbabuena consisting of 12 reverse circulation drill holes totalling 1,882 meters and three diamond drill holes (a type of rotary drill in which the cutting is done by abrasion using diamonds embedded in a matrix with the drill cutting a core of rock which is recovered in long cylindrical sections) totalling 608 meters. Results of the program ranged from no significant values in certain drill holes to 0.57 grams per tonne of gold over 31.5 metres (0.02 ounces of gold per ton over 103 feet).
Santa Lucia Gold Prospect
The Santa Lucia project is located in the state of Baja California Norte just south of the U.S. - Mexico border approximately 70 miles east of Tijuana. The property is comprised of one mineral claim covering an area of 4,550-hectare (17.6 square miles). The property is accessed by paved highway.
Santa Lucia is prospective for bulk mineable, epithermal gold mineralization located in feeder systems defined by fault structures. At Santa Lucia, an east-west trending ridge and low hills are composed of a basement complex of plutonic rock intruding structurally contorted marble, gneiss and schist overlain by the Pliocene Canebrake Conglomerate and Imperial Formation.
A drill program was completed on the Santa Lucia prospect in July, 2004. No significant results were encountered. Following completion of the drill program, additional geological interpretation of the prospect was carried out, which concluded that no further work be carried out on the prospect. In October 2005, we returned the Santa Lucia gold prospect to LCI. We no longer hold an interest in the Santa Lucia prospect.
El Rincon Gold Prospect
The El Rincon Gold Prospect is located approximately 100 kilometers north of Durango, Mexico and is comprised of one mineral claim totaling 13,300 hectares (51.4 square miles). The property is accessed by gravel road.
The El Rincon prospect is located along a northeast-trending structural corridor which hosts two nearby gold deposits. The property covers geophysical anomalies, for which mapping, sampling and detailed geophysics are recommended prior to drilling.
Mecatona Gold Prospect
The Mecatona Gold Prospect is located approximately 12 miles south of Parral, Mexico and is comprised of four claim blocks covering approximately 15.4 square miles (4,000 hectares). The property is accessed by gravel road.
The properties cover the principal veins of the Mecatona gold-silver district where historic mining activities focused on gold-silver production from epithermal veins measuring from one to five meters in thickness. In late 2005, a mapping and sampling program was completed to identify drill sites. In March 2006, a drill program comprised of 10 holes totalling 1,010 meters was completed that tested the Maria and Plateada veins on the Mecatona Gold Prospect. The best results from the drill program came from the Maria Vein where drilling intersected up to 2.4 grams of gold-equivalent per tonne over 42 meters (0.07 ounces of gold-equivalent per ton over 137.8 feet) from surface in hole MC-08. Drilling tested approximately 600 meters of strike length of the vein, which has been mapped over 2,000 meters. Additional surface work is planned to determine whether a follow up drill program is warranted.
Maijoma Prospect
The Maijoma Prospect is located approximately 70 kilometers southeast of Ojinaga, Mexico and is comprised of one claim block covering approximately 48 square miles (12,500 hectares). The property is accessed by gravel road from paved Highway 67.
The prospect covers a large (+25 kilometers²) area of hydrothermal alteration within the lower volcanic sequence. This alteration is associated with iron-stained and locally silicified volcanic breccias, rhyolite-to-latite dikes and domes, and highly calcified intrusive rocks. Several small windows through the volcanic sequence have exposed intensely altered limestone and skarn with associated jasperoids, hematite, jarosite, sulphide casts and local gossans up to two meters thick. Exploration targets for the property include massive sulphide veins and replacement zones (mantos and chimneys) localized along structures peripheral to a variably skarned intrusive; and precious and base metals disseminated in the host sedimentary and volcanic rocks around the intrusive. Geologic mapping and systematic sampling of the property is currently underway, with an initial trenching program and geophysical survey planned to follow.
Office Space
Under a Management Services Agreement with Silver Standard, we retained Silver Standard to provide us with general corporate management, administrative and technical services. For personnel, hourly rates charged are based on direct salary costs and benefits, as well as a factor for overhead costs, office equipment, usage, management services personnel, office space and furnishings. See Item 6D. - “Employees”.
Management’s discussion and analysis is presented in relation to our financial statements, which statements are prepared in accordance with Canadian GAAP. Reference should be made to note 14 to our financial statements for a discussion of material differences from the amount presented to U.S. GAAP.
Year ended July 31, 2006 compared to year ended July 31, 2005.
During the fiscal year ended July 31, 2006, we incurred a loss of $335,568 ($0.01 per share) compared to a loss of $1,493,747 ($0.05 per share) for fiscal year ended July 31, 2005.
Total expenses for the year decreased to $348,304 from the $402,431 recorded in the prior year. Without stock-based compensation expense, total expenses in the prior year were $291,431, resulting in an increase of $56,873 in 2006 compared to 2005. Exploration expense increased to $134,878 from $14,780 in the prior year with the majority of the increase relating to Mexican generative programs that commenced in January, 2006. As a result of this exploration, the Maijoma and Agua de la Loca properties in the state of Chihuahua were staked. The arrangement with G2 Consultants Corporation to provide financial relations services continued throughout fiscal 2006, but with a reduced rate due to the reduced activity. Investor relations costs for fiscal 2006 were $87,930 compared to $156,928 recorded in the prior year and of the amount expended in fiscal 2006, $40,000 (2005 - $82,000) was paid to G2 Consultants. Also under investor relations, costs for attendance at trade shows and related travel were $23,968 less than the prior year. Listing and filing fees of $13,672 (2005 - $7,752) were up in the current year due to more financing activity. No stock options were granted in fiscal 2006. Stock-based compensation expense of $111,000 was recognized in the prior year as options granted in earlier years vested.
Interest income decreased to $18,319 in fiscal 2006, compared to $21,239 in fiscal 2005. This decrease relates to lower cash balances available for investment partially offset by higher interest rates.
There was a recovery of $6,104 relating to the Santa Lucia property in Mexico that was written off in the prior year. This relates to an over-accrual of property expenses. During the prior year, a total of $1,133,280 in mineral properties in Ontario and Mexico were abandoned and written-off.
Year ended July 31, 2005 compared to year ended July 31, 2004.
During the fiscal year-ended July 31, 2005, we incurred a loss of $1,493,747 ($0.05 per share) compared to a loss of $1,270,193 ($0.06 per share) for fiscal year-ended July 31, 2004.
Total expenses for the year, including non-cash stock-based compensation expenses, decreased to $402,431 from the $557,428 recorded in the prior year. Without stock-based compensation expense, total cash expenses were $291,431, which is only slightly higher than the $283,528 recorded in the prior year. Exploration expense increased to $14,780 from $5,347 in the prior year with all of the increase relating to Mexican generative programs. The arrangement with G2 Consultants Corporation to provide financial relations services continued throughout fiscal 2005. Investor relations costs for fiscal 2005 stayed relatively the same at $156,928 from the $157,938 recorded in the prior year and of the amount expended in fiscal 2005, $82,000 (2004 - $94,000) was paid to G2 Consultants. Listing and filing fees of $7,752 (2004 - $19,107) were down in the current year due to less financing activity. Mid-way through fiscal 2004, the arrangement with Silver Standard Resources Inc., whereby Silver Standard provided certain administrative services for the company was amended. Prior to the change, Silver Standard charged us a flat monthly fee for management administration and rent. After the change, these costs were charged to us at the salary charge-out rates. The overall impact on us was approximately neutral as reductions in the management administration fee and office rent expense were offset by a corresponding increase in salary expense.
In fiscal 2005, a $111,000 stock-based compensation expense (2004 - $273,900) was recorded reflecting the expensing of the non-cash fair value of options granted to employees, directors and officers.
Interest income decreased to $21,239 in fiscal 2005, compared to $26,386 in fiscal 2004. This decrease relates to lower cash balances available for investment partially offset by higher interest rates.
Mineral properties in Ontario and Mexico with a carry value of $1,133,280 were abandoned and written off in fiscal 2005 compared to $745,151 written off in the prior year. Properties written off were Stucco ($12,176), Grand Bay ($346,297) and Geikie properties ($520,149) in Ontario, and Santa Lucia property ($254,658) in Mexico.
During fiscal 2005, flow-through shares totalling $100,000 were issued, which funds are required to be spent on certain Canadian exploration expenditures. Because we no longer have the ability to use the expenditures for tax purposes, we are required to record a future tax liability, which is equal to the renunciation, times the corporation tax rate when expenditures are renounced. However, because we have unused tax losses and resource pools in excess of the renunciation, the future tax liability becomes a future income tax recovery and, as a consequence, a $35,600 recovery was recorded in fiscal 2005.
Selected Quarterly Financial Data (unaudited)
| | 2006 $ | 2005 $ |
| | Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 |
| Total revenues | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| Loss for the quarter | (44,306) | (111,284) | (110,381) | (69,597) | (106,671) | (152,756) | (657,337)(1) | (576,983)(2) |
| Loss per share - basic and diluted | (0.00) | (0.01) | (0.00) | (0.00) | (0.00) | (0.01) | (0.02) | (0.02) |
1) | During the third quarter of 2005, we wrote off a total of $598,582 in property costs and of this amount, $346,297 related to the Grand Bay property in Ontario and $252,285 related to the Santa Lucia property in Mexico. |
(2) | During the fourth quarter of 2005, we wrote off a total of $522,522 in property costs, with the largest being $520,149 relating to the Geikie property in Ontario. |
At July 31, 2006, we had $1,590,245 (2005 - $486,251) in cash and cash equivalents and working capital of $1,590,448 (2005 - $445,314). Subsequent to year-end, we received $674,312 on the exercise of stock options and warrants. Management has estimated that we will have adequate funds from existing working capital to meet our corporate, administrative and property obligations for the coming year. If we are to advance or develop our mineral properties further, it will be necessary to obtain additional financing and while we have been successful in the past, there can be no assurance that we will be able to do so in the future.
We have no contractual obligations other than mineral property holding and finder’s fee costs.
Operating Activities
Operating activities required a funding of $376,708 in 2006 and $201,617 and $380,624 for the years ending July 31, 2005 and July 31, 2004, respectively. The increase in 2006 is due to higher levels of generative exploration, partially offset by lower investor relations costs.
Financing Activities
A total of $2,061,750 was raised in fiscal 2006 through the issuance of common shares. A summary of the components of the funds raised in 2006 and the two prior years is as follows:
| | 2006 $ | 2005 $ | 2004 $ |
| Private placement | 2,030,000 | 100,000 | 1,350,000 |
| Exercise of stock options | 5,500 | 5,500 | 26,250 |
| Exercise of agents’ options | - | - | 75,000 |
| Exercise of warrants | 26,250 | - | 1,158,000 |
| | 2,061,750 | 105,500 | 2,609,250 |
Private Placement - January 2006
In January 2006, we completed a private placement consisting of 5,150,000 units at a price of $0.20 per unit for total proceeds of $1,030,000. In July 2006, we completed a second private placement consisting of 5,000,000 units at a price of $0.20 per unit for total proceeds of $1,000,000. Cash costs associated with these two private placements were $5,828. $5,500 was raised from the exercise of 50,000 stock options that had an exercise price of $0.11 per share. An additional $26,250 was raised from the exercise of 105,000 warrants that had an exercise price of $0.25 per share.
Investing Activities
A total of $594,942 in cash was spent on our various mineral properties in 2006. All of the funds were spent on properties in Mexico. The most active exploration program, which included $115,334 of drilling, was on the Mecatona property where $356,455 was spent. Cash exploration costs at our other properties were $109,441 (2005 - $537,912) at Yerbabuena; $55,763 (2005 - nil) at the newly-acquired Maijoma and Agua de la Loca properties; $53,109 (2005 - $204,468) at Rodeo and $20,174 (2005 - $82,675) at the El Rincon property.
Acquisitions and Disposals
See Item 4.A - “General Background”.
Risks and Uncertainties
As a mineral exploration company, we are exposed to a number of risks and uncertainties. See Item 3.D.-“Risk Factors”.
Impact of Inflation
Currently, inflation in Canada is similar to that in the U.S. Inflation is not expected to have a material impact on us beyond the impact on all businesses generally, such as higher cost of materials, services and salaries.
We are a mineral exploration company with no producing properties; the information required by this item is inapplicable.
We are a mineral exploration company with no producing properties; the information required by this item is inapplicable.
A. | Directors and Senior Management |
The following table lists as of November 31, 2006 the names of our directors and senior management. Each of the directors and senior officers has served in his or her respective capacity since his or her election and/or appointment and will serve until the next annual general meeting of shareholders or until a successor is duly elected, unless the office is vacated in accordance with our Articles.
Table No. 5
Our Directors and Senior Management
Name | Position with Canplats | Date of First Appointment | Age |
R.E. Gordon Davis (1) (2) (3) | President and director | March 2000 | 68 |
Robert A. Quartermain (1) (2) (3) | Director | March 2000 | 51 |
James W. Tutton (1) (2) (3) | Director | October 1999 | 67 |
Kenneth C. McNaughton(3) | Vice President, Exploration | March 2000 | 48 |
Ross A. Mitchell(3) | Vice President, Finance | March 2000 | 58 |
Linda J. Sue(3) | Corporate Secretary | March 2000 | 51 |
| (1) | Member of the Audit Committee |
| (2) | Member of the Compensation Committee |
Resumes
Our Board of Directors and Senior Management
The following is a brief description of the principal business activities of our directors and senior management:
R.E. Gordon Davis
Mr. Davis is responsible for our day to day operations as well as strategic planning and the raising of capital to fund our operations. Mr. Davis graduated with a Bachelor of Applied Science Degree in Geological Engineering in 1962. He was a Director and Senior Executive with Dynasty Explorations Ltd. and its successor corporation, Cyprus Anvil Mining Corporation from 1964 to 1982. Since 1982, Mr. Davis has been a director of a number of resource companies including Pine Point Mines Ltd., Cabre Exploration Ltd., Golden Knight Resources Inc. and Northern Crown Mines Ltd. In addition, Mr. Davis is a director of Silver Standard, a mineral resource exploration company (whose shares are listed on the Toronto Stock Exchange and Nasdaq Global Market) with which we have two common directors and common officers, Canadian Empire Exploration Corp., Pacific Ridge Exploration Ltd. and Western Prospector Group Ltd.
Robert A. Quartermain
Mr. Quartermain graduated in 1977 from University of New Brunswick with a B.Sc. in geology, and from Queen’s University in 1981 with a M.Sc. in mineral exploration. From 1976 to 1982 he worked for the Geological Survey of Canada and in private industry on mapping and exploration programs. Mr. Quartermain also worked for Teck Corp. before becoming president and a director of Silver Standard Resources Inc. in 1985 to the current date. Mr. Quartermain also serves as a director and officer of Radiant Resources Inc. (“Radiant”), as well as a director of: Vista Gold Corporation, Cogent Integrated Healthcare Solutions Corp. and Minco Silver Corporation.
James W. Tutton
Mr. Tutton is a self-employed business consultant. From 1968 to 1992 he was employed as Chairman, President and Director of Webb & Knapp (Canada) Ltd. following amalgamation with Wolstencroft Agencies Ltd. Mr. Tutton is also serves as a director of Archon Minerals Limited, Horseshoe Gold Mining Inc., Finlay Minerals Ltd., Consolidated Firstfund Capital Corp., New Nadina Explorations Limited, Williams Creek Explorations Limited and Prism Resources Inc.
Kenneth C. McNaughton
Mr. McNaughton devotes approximately 7% of his time to our business, with the remainder of his time allocated to Silver Standard. Mr. McNaughton is a professional engineer and earned a B.A.Sc. and M.A.Sc. in geological engineering in 1981 and 1983, respectively, from the University of Windsor. Before joining Silver Standard in 1991 as Vice President, Exploration, he worked as contract engineer for Oretech Engineering and worked on exploration programs for three bulk mineable gold or copper/gold deposits in Arizona and British Columbia. From 1984 to 1989, he was employed by Corona Corporation and its affiliate Mascot Gold Mines Ltd. as a project geologist and engineer for projects in British Columbia.
Ross A. Mitchell
Mr. Mitchell devotes approximately 4% of his time to our business, with the remainder of his time split between Silver Standard and Radiant. Prior to his appointment as Vice President, Finance of Silver Standard and Golden Knight Resources Inc. in 1996, Mr. Mitchell was employed by Westmin Resources and its predecessor Western Mines Ltd. from 1975. He held various financial positions including controller treasurer of Western Mines from 1975 to 1980 and assistant treasurer and controller of the mining division at Westmin until 1985. He was then appointed treasurer of Westmin and became vice president and treasurer in 1989, the position he held until 1995. Mr. Mitchell was Vice President, Finance of Golden Knight Resources Inc. from January 1996 to May 1999. He earned a B. Comm. from the University of British Columbia in 1971 and a C.A. from the Institute of Chartered Accountants of British Columbia in 1973.
Linda J. Sue
Ms. Sue devotes approximately 19% of her time to our business, with the remainder of her time split between Silver Standard and Radiant. Ms. Sue has been the Corporate Secretary of Silver Standard since 1985. Her responsibilities include management of our land titles system.
There are no family relationships among the members of our board of directors or the members of our senior management.
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.
Compensation of Named Executive Officers
“Named Executive Officers” means the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) of a company, or if a company does not have a CFO, an individual which acted in a similar capacity, regardless of the amount of compensation of that individual, each of a company’s three most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers at the end of the most recent financial year and whose total salary and bonus amounted to $150,000 or more. In addition, disclosure is also required for any individuals whose total salary and bonus during the most recent financial year was $150,000 whether or not they are an executive officer at the end of the financial year.
We currently have two Named Executive Officers, R.E. Gordon Davis, the President and Ross A. Mitchell, the Chief Financial Officer of the Company.
Summary Compensation Table
Table No. 6
Summary Compensation Table
| | | Annual Compensation | Long Term Compensation | |
| | | | Awards | Payouts | |
| | | | | | | |
| | | | | | | | | |
Name and Principal Position | Year (1) | Salary ($) | Bonus ($) | Other Annual Compensation ($) | Securities Under Options Granted (#) (2) | Units Subject to Resale Restrictions ($) | LTIP Payouts ($) (4) | All Other Compensation ($) |
R.E. Gordon Davis President and Director | 2006 2005 2004 | Nil Nil Nil | Nil Nil Nil | Nil Nil Nil | Nil 50,000 70,000 | Nil Nil Nil | Nil Nil Nil | Nil Nil Nil |
Ross A. Mitchell (3) Vice President, Finance | 2006 2005 2004 | $6,155 $5,288 $4,583 | Nil Nil Nil | Nil Nil Nil | Nil 25,000 Nil | Nil Nil Nil | Nil Nil Nil | Nil Nil Nil |
| (1) | Fiscal years ended July 31. |
| (2) | Figures represent options granted during a particular year; see “Aggregated Option” table for the aggregate number of options outstanding at year end. |
| (3) | We do not compensate Mr. Mitchell directly; however, Mr. Mitchell receives remuneration as an officer of Silver Standard, a portion of which is charged to us by Silver Standard pursuant to the Management Agreement we have with Silver Standard. See Item 6.D “Employees” for further details. |
Long Term Incentive Plan
Long term incentive plan (“LTIP”) means any plan providing compensation intended to motivate performance over a period greater than one financial year. LTIPs do not include option or stock appreciation rights plans or plans for compensation through shares or units that are subject to restrictions on resale. We did not grant any LTIPs during the recently completed fiscal year ended July 31, 2005.
Options and SARs
Stock Appreciation Rights
Stock appreciation right (“SAR”) means a right, granted by an issuer or any of its subsidiaries as compensation for employment services or office to receive cash or an issue or transfer of securities based wholly or in part on changes in the trading price of our shares. No SARs were granted or exercised by the Named Executive Officers during the recently completed fiscal year ended July 31, 2006.
Aggregated Option Exercises During the Most Recently Completed Financial Year and Financial Year-End Option Values
The following table sets forth details of all exercises of stock options during the last financial year ended July 31, 2006, by the Named Executive Officers and the financial year-end value of unexercised options on an aggregated basis:
Table No. 8
Aggregated Option Exercises During the Most Recently Completed Financial Year
and Financial Year-End Option Values
Name | Securities Acquired on Exercise | Aggregate Value Realized ($)(1) | Unexercised Options at Financial Year-End # Exercisable/ Unexercisable | Value of Unexercised In-the-Money Options at Financial Year-End ($) (2) Exercisable/ Unexercisable |
| R.E. Gordon Davis | Nil | Nil | 50,000/ 0 | 0 / 0 |
| Ross A. Mitchell | Nil | Nil | 25,000/ 0 | 0 / 0 |
(1) | Valued using the closing price of our common shares on the TSX Venture Exchange (the "Exchange") on the date of exercise, less the exercise price per share. |
(2) | Valued using the closing price of our common shares on the Exchange on July 31, 2006, being the last trading day of our shares for the financial year, of $0.37 per share, less the exercise price per share. |
Termination of Employment, Change in Responsibilities and Employment Contracts
We have no plans or arrangements in respect of remuneration received or that may be received by our Named Executive Officers in our most recently completed financial year or current financial year in respect of compensating such officer in the event of termination of employment (as a result of resignation, retirement, change of control, etc.) or a change in responsibilities following a change of control, where the value of such compensation exceeds $100,000 per executive officer.
Compensation to Directors and Executive Officers
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Compensation of Directors who are not Executive Officers
During fiscal 2006, we had no arrangements, standard or otherwise, pursuant to which we or our subsidiaries compensated our directors for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as consultants or experts.
The following table sets forth details of all exercises of stock options during the last financial year ended July 31, 2006, by directors who are not Named Executive Officers, as a group, and the financial year-end value of unexercised stock options on an aggregated basis:
Table No. 10
Aggregated Option Exercises in Last Financial Year and Financial Year-End Option Values of
Directors Who are Not Named Executive Officers (as a group)
Name | Securities Acquired on Exercise (#) | Aggregate Value Realized ($)(1) | Unexercised Options at Financial Year-End (#) Exercisable/ Unexercisable | Value of Unexercised In-the-Money Options at Financial Year-End ($)(2) Exercisable/ Unexercisable |
Directors who are not Named Executive Officers (2) | 0 | 0 | 70,000/ 0 | 0 / 0 |
(1) | Valued using the closing price of our common shares on the Exchange on the date of exercise, less the exercise price per share. |
(2) | Valued using the closing price of our common shares on the Exchange on July 31, 2006, being the last trading day of our shares for the financial year, of $0.37 per share, less the exercise price per share. |
During the most recently completed financial year, except for the above-noted Stock Options, our directors did not receive compensation for services provided to us in their capacities as directors and/or consultants and/or experts.
Compensation of Directors and Senior Officers
Total compensation for all directors and senior officers during the year ended July 31, 2006 totalled $52,988, based on hourly rates charged for personnel by Silver Standard, which included direct salary costs and benefits, as well as a factor for overhead costs, office equipment, usage, management services personnel, office space and furnishings (see Item 6.D. - “Employees”). The reported figure is for direct salary costs and benefits only.
Executive 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.
Options to Purchase Securities from Company or Subsidiaries
Options Outstanding
Stock Options to purchase our securities are granted to our directors, officers and employees on terms and conditions acceptable to the regulatory authorities in Canada, notably the TSX Venture Exchange (the “Exchange”). Our board of directors adopted the 2003 Stock Option Plan under which 10% of our issued and outstanding shares are reserved for issuance on the exercise of incentive stock options (including previously issued stock options). The 2003 Stock Option Plan was first approved by our shareholders at our 2003 Annual General Meeting held on December 17, 2003 and has been approved and ratified by our shareholders at each of our subsequent Annual General Meetings, including our 2006 Annual General Meeting held on December 19, 2006.
Under our 2003 Stock Option Plan, (a) stock options in favor of any one individual may not exceed 5% of the issued and outstanding shares of common stock, (b) no stock option is transferable by the optionee other than by will or the laws of descent and distribution, (c) a stock option is exercisable during the lifetime of the optionee only by such optionee, (d) the maximum term of each stock option is five years, with the vesting period determined at the discretion of the Board of Directors and (e) the minimum exercise price for a stock option is the last closing price of our common shares on the TSX Venture Exchange immediately preceding the granting of the option.
The number of stock options and the number of common shares subject to such stock options granted to executive officers as a group and to directors who are not executive officers as a group are set out below as of July 31, 2006. The exercise price of the stock options is stated in Canadian dollars.
Table No. 11
Outstanding Stock Options
| | Number of Options Outstanding | Exercise Price* | Expiry Date |
| Executive Officers | 75,000 | $0.37 | Jan 12, 2008 |
Directors who are not Executive Officers | 70,000 | $0.37 | Jan 12, 2008 |
| Employees and Consultants | 390,000 | $0.37 | Jan 12, 2008 |
| | 75,000 | $0.30 | Sept 16, 2006 |
| Total: | 610,000 | | |
In addition, as at July 31, 2006, we had the following outstanding share purchase warrants, with each share purchase warrant entitling the holder thereof to acquire one of our common shares:
Table No. 12
Outstanding Share Purchase Warrants
| | Amount | Exercise Price | Expiry Date |
| | 2,610,250 (1) | $0.25 | January 26, 2008 |
| | 5,800,000 | $0.25 | July 20, 2008 |
| Total: | 8,410,250 | | |
(1) Subsequent to July 31, 2006, we gave notice to the warrant holders that were part of the January, 2006 private placement that our shares had traded for a period of 20 consecutive days at a price at or above $0.35 per share. In accordance with the terms of the warrants, the warrant holders were required to exercise their warrants within 30 days of receipt of this notice or the warrants would lapse. As a result, 2,607,250 warrants were exercised at a price of $0.25 for total proceeds of $651,812. A total of 3,000 warrants expired.
Our directors are elected annually and hold office until the next annual general meeting of our shareholders or until their successors in office are duly elected or appointed. We do not have an executive committee. All directors are elected for a one-year term. All officers serve at the pleasure of the Board. We held an annual general meeting of our shareholders on December 19, 2006 and anticipate holding our next annual general meeting of our shareholders in December of 2007.
Our Board of Directors has two committees: the Audit Committee and the Compensation Committee. The members of the Audit Committee and Compensation Committee do not have any fixed terms for holding their positions, are appointed and replaced from time to time by resolution of the Board of Directors and do not receive any separate remuneration for acting as members of the committees.
The Audit Committee, comprised of R.E. Gordon Davis, Robert Quartermain and James Tutton, has the responsibility of reviewing with our Auditor all financial statements to be submitted to an annual general meeting of our shareholders, prior to their consideration by the Board of Directors. Following its review, the Audit Committee must submit a report on the financial statements to the Board of Directors.
The Compensation Committee, comprised of R.E. Gordon Davis, Robert Quartermain and James Tutton, has the responsibility for determining executive and management direct remuneration and stock options. The President’s function in relation to the Compensation Committee is to make specific recommendations on remuneration with supporting commentary on individual performance and industry standards.
Currently, we do not have service contracts with any of our officers or those of our subsidiaries providing for benefits upon termination of employment (see Item 6.B - “Compensation”).
On February 1, 2004, we entered into a management services agreement with Silver Standard. Under the agreement, Silver Standard provides us with general corporate management, administrative and technical services. For personnel, hourly rates charged are based on direct salary costs and benefits, as well as a factor for overhead costs, office equipment, usage, management services personnel, office space and furnishings. The agreement also provides for Silver Standard to recalculate charge out rates from time to time to take into account increased costs of providing the services. Effective January 1, 2005, Silver Standard increased its charge out rates.
The following table sets out, as of December 31, 2006 the number of our common shares beneficially owned by the Named Executive Officers, whom, to our knowledge, possess sole voting and investment power with respect to the shares shown.
Table No. 13
Named Executive Officer Share Ownership
Name of Beneficial Owner | Title of Class | Number of Securities of Class | Percent of Class |
| R.E. Gordon Davis | Common | 1,588,750* | 3.7% |
| Ross A. Mitchell | Common | 500,000* | 1.2% |
*includes options and warrants exercisable within 60 days.
As at December 31, 2006, our directors and officers held, as a group, directly or indirectly, an aggregate of 3,867,000 common shares and no share purchase warrants.
The number of stock options and the number of common shares subject to such stock options granted to the Named Executive Officers are set out below as of December 31, 2006. The exercise price of the stock options is stated in Canadian dollars.
Table No. 14
Named Executive Officer Stock Options
Name | Number of Options Outstanding | Exercise Price | Expiry Date |
| R.E. Gordon Davis | 50,000 350,000 | $0.37 $0.44 | Jan 12, 2008 Dec 19, 2011 |
| Ross A. Mitchell | 25,000 100,000 | $0.37 $0.44 | Jan 12, 2008 Dec 19, 2011 |
To the best of our knowledge at the date of this Annual Report, no shareholder directly or indirectly owns more than 5% of our issued shares.
To the best of our knowledge, we are not directly or indirectly owned or controlled by another corporation, by any foreign government or by any other natural or legal person severally or jointly.
Our common stock is issued in registered form and the following information is taken from the records of Computershare Investor Services Inc. (located in Vancouver, British Columbia, Canada), the registrar and transfer agent for the common stock.
On July 31, 2006, the shareholders' list for our common stock showed 1,576 registered shareholders and 40,327,806 shares outstanding. 1,279 of these registered shareholders were U.S. residents, owning 5,926,612, shares representing 14.7% of our issued and outstanding shares.
Since August 1, 2005, we have entered or have proposed to enter into the following transactions that have materially affected or will materially affect us in which any director, executive officer, or beneficial holder of more than 10% of the outstanding common stock, or any of their respective relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest.
We entered into a Management Services Agreement with Silver Standard, a company with two common directors (R.E. Gordon Davis and Robert A. Quartermain), under which Silver Standard provides us with administrative and technical services (see Item 6.D - “Employees”).
This Form 20-F is being filed as an annual report under the Exchange Act, and, as such, there is no requirement to provide any information under this sub-item.
A. | Consolidated Statements and Other Financial Information |
Our financial statements are stated in Canadian dollars (Cdn$) and are prepared in Canadian Generally Accepted Accounting Principles (“GAAP”), which differ in certain respects from those principles that we would have followed had our financial statements been prepared in accordance with US GAAP. The major measurement differences between Canadian and US GAAP, as they affect us, are disclosed in note 14 to the financial statements.
Exhibited hereto are audited financial statements prepared by our management, audited by an independent auditor and accompanied by an audit report:
| | (a) | PricewaterhouseCoopers LLP Auditors’ Report, dated November 21, 2006. |
| | (b) | Consolidated Balance Sheets as at July 31, 2006 and July 31, 2005 (in Canadian Dollars). |
| | (c) | Consolidated Statements of Loss and Deficit for the years ended July 31, 2006, July 31, 2005 and July 31, 2004 (in Canadian Dollars). |
| | (d) | Consolidated Statements of Cash Flows for the years ended July 31, 2006, July 31, 2005 and July 31, 2004 (in Canadian Dollars). |
| | (e) | Consolidated Statements of Changes in Shareholders’ Equity for the years ended July 31, 2006, July 31, 2005 and July 31, 2004 (in Canadian Dollars). |
| | (f) | Notes to Consolidated Financial Statements for the years ended July 31, 2006, July 31, 2005 and July 31, 2004 (in Canadian Dollars). |
We have not paid dividends in the past five years and do not expect to pay dividends in the near future. Our present policy is to retain future earnings for use in our operations and the expansion of our business.
No significant changes have occurred since the date of our most recent audited financial statements, July 31, 2006, other than the following:
| | (a) | in September 2006, we gave notice to the warrant holders that were part of the January, 2006 private placement that our shares had traded for a period of 20 consecutive days at a price at or above $0.35 per share. In accordance with the terms of the warrants, the warrant holders were required to exercise their warrants within 30 days of receipt of this notice or the warrants would lapse. As a result, 2,607,250 warrants were exercised at a price of $0.25 for total proceeds of $651,812. A total of 3,000 warrants expired. |
A. | Offer and Listing Details |
We became a reporting issuer in the Province of British Columbia upon the issuance of a receipt for a prospectus on December 11, 1967 and our common shares were first listed on the Vancouver Stock Exchange (a predecessor of the TSX Venture Exchange) on June 21, 1972. In April 1992, our common shares were delisted by the Vancouver Stock Exchange for failure to pay sustaining fees. We were the subject of cease trade orders issued by the British Columbia Securities Commission on September 9, 1992 and January 11, 1993, for failure to submit statutory filings. Both of these cease trade orders were rescinded by the British Columbia Securities Commission on January 22, 1993.
Our initial public offering prospectus was filed with and receipted by the British Columbia and Alberta Securities Commissions on February 14, 2001. Effective March 22, 2001, our common shares again commenced trading on the TSX Venture Exchange in Toronto, Ontario, Canada, under the trading symbol CPQ and CUSIP #138054-10-1.
The following tables set out the reported high and low prices for (a) the five most recent fiscal years; (b) each quarterly period for the past two fiscal years and for the first quarter of 2006; and (c) each month for the past six months.
Table No. 15
High and Low Price for the Five Most Recent Fiscal Years
on the TSX (Cdn$’s)
Fiscal Year Ended | High | Low |
| July 31, 2006 | $0.37 | $0.10 |
| July 31, 2005 | $0.49 | $0.12 |
| July 31, 2004 | $0.84 | $0.095 |
| July 31, 2003 | $0.14 | $0.04 |
| July 31, 2002 | $0.27 | $0.09 |
Table No. 16
High and Low Prices for each Quarterly Period for the Past Two Fiscal Years
and for the First Quarter of 2005 on the TSX (Cdn$’s)
Period Ended | High | Low |
| October 31, 2006 | $0.43 | $0.31 |
| July 31, 200 | $0.37 | $0.185 |
| April 30, 2006 | $0.35 | $0.225 |
| January 31, 2006 | $0.335 | $0.10 |
| October 31, 2005 | $0.155 | $0.10 |
| July 31, 2005 | $0.30 | $0.12 |
| April 30, 2005 | $0.49 | $0.30 |
| January 31, 2005 | $0.49 | $0.31 |
| October 31, 2003 | $0.24 | $0.095 |
Table No. 17
High and Low Prices for each Month for the Past Six Months on the TSX (Cdn$’s)
Month Ended | High | Low |
| December 31, 2006 | $0.44 | $0.365 |
| November 30, 2006 | $0.49 | $0.33 |
| October 31, 2006 | $0.405 | $0.33 |
| September 30, 2006 | $0.43 | $0.31 |
| August 31, 2006 | $0.42 | $0.335 |
| July 31, 2006 | $0.37 | $0.30 |
This Form 20-F is being filed as an annual report under the Exchange Act, and, as such, there is no requirement to provide any information under this item.
See the first paragraph of this Item 9.
This Form 20-F is being filed as an annual report under the Exchange Act, and, as such, there is no requirement to provide any information under this item.
This Form 20-F is being filed as an annual report under the Exchange Act, and, as such, there is no requirement to provide any information under this item.
This Form 20-F is being filed as an annual report under the Exchange Act, and, as such, there is no requirement to provide any information under this item.
Incorporation
We were incorporated in British Columbia, Canada, under Certificate of Incorporation number 72955 on February 15, 1967. We do not have any stated “objects” or “purposes” as such are not required by the corporate laws of the Province of British Columbia. Rather, we are, by such corporate laws, entitled to carry on any activities whatsoever, which are not specifically precluded by other statutory provisions of the Province of British Columbia.
Powers and Functions of the Directors
The powers and functions of the directors are set out in our Articles which were adopted on December 15, 2004 and filed on May 16, 2005. They provide:
| | (a) | a director is obligated to disclose his potential interest in a proposal, arrangement or contract being considered by us, and may not vote on any proposal, arrangement or contract proposed, but such director shall be counted in the quorum at the meeting of the directors at which the proposal, arrangement or contract is approved; |
| | (b) | the directors may, in the absence of an independent quorum, vote compensation to themselves; |
| | (c) | there are no limitations on the exercise by the directors of our borrowing powers; |
| | (d) | there are no provisions for the retirement or non-retirement of directors under an age limit; and |
| | (e) | there is no requirement for a director to hold any of our shares. |
Rights and Restrictions Attached to the Shares
As all of our authorized and issued shares are of one class there are no special rights or restrictions of any nature or kind attached to any of the shares. All authorized and issued shares rank equally in respect to the declaration and receipt of dividends, the rights to share in any profits or surplus on our liquidation, dissolution or winding. Each share has attached to it one non-cumulative vote.
Alteration of Share Rights
To alter the rights of holders of our issued shares such alteration must be approved by the majority vote of 66 2/3% of our issued shares attending and voting at a meeting of our shareholders.
Annual General Meetings
Annual general meetings are called and scheduled upon decision by the Board of Directors. The directors may convene an extraordinary general meeting of the shareholders. The holders of not less than 5% of our issued shares may requisition an extraordinary meeting of the shareholders. All meetings of the shareholders may be attended by registered shareholders or persons who hold powers of attorney or proxies given to them by registered shareholders.
Foreign Ownership Limitations
Our Articles do not contain limitations prohibiting shares being held by non-residents, foreigners or any other group.
Change of Control
There are no provisions in our Articles that would have an effect of delaying, deferring or preventing a change in our control, or that would operate with respect to any proposed merger, acquisition or corporate restructuring.
Share Ownership Reporting Obligations
There are no provisions in our Articles requiring share ownership to be disclosed. The securities laws of the Province of British Columbia require disclosure of shareholdings by:
| | (a) | persons who are our directors or senior officers; and |
| | (b) | a person who has direct or indirect beneficial ownership of, control or direction over, or a combination of direct or indirect beneficial ownership of and control or direction over our securities carrying more than 10% of the voting rights attached to all of our outstanding voting securities. |
Differences from U.S. Law
The threshold of share ownership percentage requiring disclosure of ownership is higher in the home jurisdiction of British Columbia than the U.S. where U.S. securities law prescribes a 5% threshold for ownership disclosure.
The following is a summary of each material contract, other than contracts entered into in the ordinary course of business, to which we or any member of the group is a party, for the two years immediately preceding publication of the document, including dates, parties, general nature of the contracts, terms and conditions, and amount of any consideration passing to or from us or any other member of the group.
| 1. | Services agreement dated February 1, 2004 between Silver Standard Resources Inc. and Canplats. See Item 6.D - “Employees” for a description of the services agreement |
| 2. | Back-In Right agreement dated effective March 24, 2004 between Silver Standard Resources Inc. and Canplats. See Item 4.B - “Business Overview” under the heading “El Rincon Gold Prospect” for a description of the back-in right agreement. |
| 3. | Finder’s fee agreement dated May 3, 2004 between La Cuesta International, Inc. and Canplats in respect of the El Rincon Gold Prospect. See Item 4.B - “Business Overview” under the heading “El Rincon Gold Prospect” for a description of the finder’s fee agreement. |
| 4. | Option agreements dated December 2005 between Canplats and Mrs. E. Alvarado and Minas Vesper S.A. de C.V. in respect of the Mecatona Gold Prospect. See Item 4.B - “Business Overview” under the heading “Mecatona Gold Prospect” for a description of the option agreements. |
| 5. | Finder’s fee agreement between La Cuesta International, Inc. and Canplats in respect of the Mecatona Gold Prospect. See Item 4.B - “Business Overview” under the heading “Mecatona Gold Prospect” for a description of the finder’s fee agreement. |
| 6. | Consulting and finder’s fee agreement between La Cuesta International, Inc. and Canplats dated January 1, 2006 applicable to the Maijoma Prospect. See Item 4.B - “Business Overview” under the heading “Maijoma Prospect” for a description of the consulting and finder’s agreement. |
Canada has no system of exchange controls. There are no exchange restrictions on borrowing from foreign countries nor on the remittance of dividends, interest, royalties and similar payments, management fees, loan repayments, settlement of trade debts, or the repatriation of capital. Any such remittances to United States residents, however, may be subject to a withholding tax pursuant to the Canadian Income Tax Act as modified by the reciprocal tax treaty between Canada and the United States. See “Item 10 E, Taxation”.
The Investment Canada Act (the “Act”), enacted on June 20, 1985, requires prior notification to the Government of Canada on the “acquisition of control” of Canadian businesses by non-Canadians, as defined in the Act. Certain acquisitions of control, discussed below, are reviewed by the Government of Canada. The term “acquisition of control” is defined as any one or more non-Canadian persons acquiring all or substantially all of the assets used in the Canadian business, or the acquisition of the voting shares of a Canadian corporation carrying on the Canadian business or the acquisition of the voting interests of an entity controlling or carrying on the Canadian business. The acquisition of the majority of the outstanding shares is deemed to be an “acquisition of control” of a corporation. The acquisition of less than a majority, but one-third or more, of the voting shares of a corporation is presumed to be an “acquisition of control” of a corporation unless it can be established that the purchaser will not control the corporation.
Investments requiring notification and review are all direct acquisitions of Canadian businesses with assets of C$5,000,000 or more (subject to the comments below on WTO investors), and all indirect acquisitions of Canadian businesses (subject to the comments below on WTO investors) with assets of more than C$50,000,000 or with assets of between C$5,000,000 and C$50,000,000 which represent more than 50% of the value of the total international transaction. In addition, specific acquisitions or new businesses in designated types of business activities related to Canada’s cultural heritage or national identity could be reviewed if the Government of Canada considers that it is in the public interest to do so.
The Act was amended with the implementation of the Agreement establishing the World Trade Organization (“WTO”) to provide for special review thresholds for “WTO investors”, as defined in the Act. “WTO investor” generally means (i) an individual, other than a Canadian, who is a national or a WTO member (such as, for example, the United States), or who has the right of permanent residence in relation to that WTO member, (ii) governments of WTO members, and (iii) entities that are not Canadian controlled, but which are WTO investor controlled, as determined by rules specified in the Act. The special review thresholds for WTO investors do not apply, and the general rules described above do apply, to the acquisition of control of certain types of businesses specified in the Act, including a business that is a “cultural business”. If the WTO investor rules apply, an investment in our shares by or from a WTO investor will be reviewable only if it is an investment to acquire control of Canplats and the value of our assets is equal to or greater than a specified amount (the “WTO Review Threshold”). The WTO Review Threshold is adjusted annually by a formula relating to increases in the nominal gross domestic product of Canada. The 2006 WTO Review Threshold is C$265,000,000.
If any non-Canadian, whether or not a WTO investor, acquires control of Canplats by the acquisition of shares, but the transaction is not reviewable as described above, the non-Canadian is required to notify the Canadian government and to provide certain basic information relating to the investment. A non-Canadian, whether or not a WTO investor, is also required to provide a notice to the government on the establishment of a new Canadian business. If our business is then a prescribed type of business activity related to Canada’s cultural heritage or national identity, and if the Canadian government considers it to be in the public interest to do so, then the Canadian government may give notice in writing within 21 days requiring the investment to be reviewed.
For non-Canadians (other than WTO investors), an indirect acquisition of control, by the acquisition of voting interests of an entity that directly or indirectly controls Canplats, is reviewable if the value of our assets is then C$50,000,000 or more. If the WTO investor rules apply, then this requirement does not apply to a WTO investor, or to a person acquiring the entity from a WTO investor. Special rules specified in the Act apply if the value of our assets is more than 50% of the value of the entity so acquired. By these special rules, if the non-Canadian (whether or not a WTO investor) is acquiring control of an entity that directly or indirectly controls Canplats, and the value of our assets and all other entities carrying on business in Canada, calculated in the manner provided in the Act and the regulations under the Act, is more than 50% of the value, calculated in the manner provided in the Act and the regulations under the Act, of the assets of all entities, the control of which is acquired, directly or indirectly, in the transition of which the acquisition of control of Canplats forms a part, then the thresholds for a direct acquisition of control as discussed above will apply, that is, a WTO Review Threshold of C$192,000,000 (in 2000) for a WTO investor or a threshold of C$5,000,000 for a non-Canadian other than a WTO investor. If the value exceeds that level, then the transaction must be reviewed in the same manner as a direct acquisition of control by the purchase of our shares.
If an investment is reviewable, an application for review in the form prescribed by the regulations is normally required to be filed with the Director appointed under the Act (the “Director”) prior to the investment taking place and the investment may not be consummated until the review has been completed. There are, however, certain exceptions. Applications concerning indirect acquisitions may be filed up to 30 days after the investment is consummated and applications concerning reviewable investments in culture-sensitive sectors are required upon receipt of a notice for review. In addition, the Minister (a person designated as such under the Act) may permit an investment to be consummated prior to completion of the review, if he is satisfied that delay would cause undue hardship to the acquirer or jeopardize the operations of the Canadian business that is being acquired. The Director will submit the application to the Minister, together with any other information or written undertakings given by the acquirer and any representation submitted to the Director by a province that is likely to be significantly affected by the investment.
The Minister will then determine whether the investment is likely to be of net benefit to Canada, taking into account the information provided and having regard to certain factors of assessment where they are relevant. Some of the factors to be considered are (i) the effect of the investment on the level and nature of economic activity in Canada, including the effect on employment, on resource processing, and on the utilization of parts, components and services produced in Canada; (ii) the effect of the investment on exports from Canada; (iii) the degree and significance of participation by Canadians in the Canadian business and in any industry in Canada of which it forms a part; (iv) the effect of the investment on productivity, industrial efficiency, technological development, product innovation and product variety in Canada; (v) the effect of the investment on competition within any industry or industries in Canada; (vi) the compatibility of the investment with national industrial, economic and cultural policies; (vii) the compatibility of the investment with national industrial, economic and cultural policies taking into consideration industrial, economic and cultural objectives enunciated by the government or legislature of any province likely to be significantly affected by the investment; and (viii) the contribution of the investment to Canada's ability to compete in world markets.
The Act sets certain time limits for the Director and the Minister. Within 45 days after a completed application has been received, the Minister must notify the acquirer that (a) he is satisfied that the investment is likely to be of net benefit to Canada, or (b) he is unable to complete his review, in which case he shall have 30 additional days to complete his review (unless the acquirer agrees to a longer period), or (c) he is not satisfied that the investment is likely to be of net benefit to Canada.
Where the Minister has advised the acquirer that he is not satisfied that the investment is likely to be of net benefit to Canada, the acquirer has the right to make representations and submit undertakings within 30 days of the date of the notice (or any further period that is agreed upon between the acquirer and the Minister). On the expiration of the 30 day period (or the agreed extension), the Minister must quickly notify the acquirer (i) that he is now satisfied that the investment is likely to be of net benefit to Canada or (ii) that he is not satisfied that the investment is likely to be of net benefit to Canada. In the latter case, the acquirer may not proceed with the investment or, if the investment has already been consummated, must divest itself of control of the Canadian business.
The Act provides civil remedies for non-compliance with any provision. There are also criminal penalties for breach of confidentiality or providing false information.
A brief description of certain provisions of the tax treaty between Canada and the United States is included below, together with a brief outline of certain taxes, including withholding provisions, to which United States security holders are subject under existing laws and regulations of Canada. The consequences, if any, of provincial, state and local taxes are not considered.
The Company recommends security holders seek the advice of their own tax advisors, tax counsel or accountants with respect to the applicability or effect on their own individual circumstances of the matters referred to herein and of any provincial, state or local taxes.
Certain Canadian Federal Income Tax Consequences
The discussion under this heading summarizes the principal Canadian federal income tax consequences of acquiring, holding and disposing of shares of common stock of the Company for a shareholder of the Company who is not a resident of Canada but is a resident of the United States and who will acquire and hold shares of common stock of the Company as capital property for the purposes of the Income Tax Act (Canada) (the “Canadian Tax Act”). This summary does not apply to a shareholder who carries on business in Canada through a “permanent establishment” situated in Canada or performs independent personal services in Canada through a fixed base in Canada if the shareholder’s holding in the Company is effectively connected with such permanent establishment or fixed base. This summary is based on the provisions of the Canadian Tax Act and the regulations thereunder and on an understanding of the administrative practices of Revenue Canada, and takes into account all specific proposals to amend the Canadian Tax Act or regulations made by the Minister of Finance of Canada as of the date hereof. It has been assumed that there will be no other relevant amendment of any governing law although no assurance can be given in this respect. The Company recommends security holders seek the advice of their own Canadian and U.S. tax advisors.
The provisions of the Canadian Tax Act are subject to income tax treaties to which Canada is a party, including the Canada-United States Income Tax Convention (1980), as amended (the “Convention”).
Dividends on Common Shares and Other Income
Under the Canadian Tax Act, a non-resident of Canada is generally subject to Canadian withholding tax at the rate of 25% on dividends paid or deemed to have been paid to him or her by a corporation resident in Canada. The Convention limits the rate to 15 percent if the shareholder is a resident of the United States and the dividends are beneficially owned by and paid to such shareholder, and to 5 percent if the shareholder is also a corporation that beneficially owns at least 10 percent of the voting stock of the payor corporation.
The amount of a stock dividend (for tax purposes) would generally be equal to the amount by which the paid up or stated capital of the Company had increased by reason of the payment of such dividend. The Company will furnish additional tax information to shareholders in the event of such a dividend. Interest paid or deemed to be paid on the Company’s debt securities held by non-Canadian residents may also be subject to Canadian withholding tax, depending upon the terms and provisions of such securities and any applicable tax treaty.
The Convention generally exempts from Canadian income tax dividends paid to a religious, scientific, literary, educational or charitable organization or to an organization constituted and operated exclusively to administer a pension, retirement or employee benefit fund or plan, if the organization is a resident of the United States and is exempt from income tax under the laws of the United States.
Dispositions of Common Shares
Under the Canadian Tax Act, a taxpayer’s capital gain or capital loss from a disposition of a share of common stock of the Company is the amount, if any, by which his or her proceeds of disposition exceed (or are exceeded by, respectively) the aggregate of his or her adjusted cost base of the share and reasonable expenses of disposition. The capital gain or loss must be computed in Canadian currency using a weighted average adjusted cost base for identical properties. One-half of a capital gain (the “taxable capital gain”) is included in income, and one-half of a capital loss in a year (the “allowable capital loss”) is deductible from taxable capital gains realized in the same year. The amount by which a shareholder’s allowable capital loss exceeds the taxable capital gain in a year may be deducted from a taxable capital gain realized by the shareholder in the three previous years or any subsequent year, subject to certain restrictions in the case of a corporate shareholder and subject to adjustment when the capital gains inclusion rate in the year of disposition differs from the inclusion rate in the year the deduction is claimed.
If a share of common stock of the Company is disposed of to the Company other than in the open market in the manner in which shares would normally be purchased by the public, the proceeds of disposition will, in general terms, be considered as limited to the paid-up capital of the share and the balance of the price paid will be deemed to be a dividend. In the case of a shareholder that is a corporation, the amount of any capital loss otherwise determined may be reduced, in certain circumstances, by the amount of dividends previously received in respect of the shares disposed of, unless the corporation owned the shares for at least 365 days prior to sustaining the loss and (together with corporations, persons and other entities, with whom the corporation was not dealing at arm’s length) did not own more than five percent of the shares of any class of the corporation from which the dividend was received. These loss limitation rules may also apply where a corporation is a member of a partnership or a beneficiary of a trust that owned the shares disposed of.
Under the Canadian Tax Act, a non-resident of Canada is subject to Canadian tax on taxable capital gains, and may deduct allowable capital losses, realized on a disposition of “taxable Canadian property.” Shares of common stock of the Company will constitute taxable Canadian property of a shareholder at a particular time if the shareholder used the shares in carrying on business in Canada, or if at any time in the five years immediately preceding the disposition 25 percent or more of the issued shares of any class or series in the capital stock of the Company belonged to one or more persons in a group comprising the shareholder and persons with whom the shareholder did not deal at arm’s length and in certain other circumstances. Corporations disposing of taxable Canadian property must file a Canadian tax return to report the disposition.
The Convention relieves United States residents from liability for Canadian tax on capital gains derived on a disposition of shares unless:
| | (a) | the value of the shares is derived principally from “real property” in Canada, including the right to explore for or exploit natural resources and rights to amounts computed by reference to production; |
| | (b) | the shareholder was resident in Canada for 120 months during any period of 20 consecutive years preceding, and at any time during the 10 years immediately preceding, the disposition and the shares were owned by him when he or she ceased to be resident in Canada; or |
| | (c) | the shares formed part of the business property of a “permanent establishment” that the holder has or had in Canada within the 12 months preceding the disposition. |
United States Federal Income Tax Consequences
The following is a general discussion of certain possible United States federal income tax consequences, under current law, generally applicable to a U.S. Holder (as hereinafter defined) of common shares of the Company. This discussion does not address all potentially relevant federal income tax matters and it does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences (see “Taxation - Certain Canadian Federal Tax Consequences” above).
The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time and which are subject to differing interpretations. This discussion does not consider the potential effects, both adverse and beneficial, of any proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. The Company recommends holders and prospective holders of common shares of the Company consult their own tax advisors about the federal, state, local, and foreign tax consequences of purchasing, owning and disposing of common shares of the Company.
U.S. Holders
As used herein, a “U.S. Holder” means a holder of common shares of the Company who is (i) a citizen or individual resident of the United States, (ii) a corporation or partnership created or organized in or under the laws of the United States or of any political subdivision thereof, (iii) an estate whose income is taxable in the United States irrespective of source or (iv) a trust subject to the primary supervision of a court within the United States and control of a United States fiduciary as described Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to specific provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, persons or entities that have a “functional currency” other than the U.S. dollar, shareholders subject to the alternative minimum tax, shareholders who hold common shares as part of a straddle, hedging, conversion transaction, constructive sale or other arrangement involving more than one position, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services. This summary is limited to U.S. Holders who own common shares as capital assets within the meaning of Section 1221 of the Code. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares.
Distribution on Common Shares of the Company
U.S. Holders receiving dividend distributions (including constructive dividends) with respect to common shares of the Company are required to include in gross income for United States federal income tax purposes the gross amount of such distributions, equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that the Company has current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder’s federal income tax liability or, alternatively, may be deducted in computing the U.S. Holder's federal taxable income by those who itemize deductions. (See more detailed discussion at “Foreign Tax Credit” below). To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S. Holder’s adjusted basis in the common shares and thereafter as gain from the sale or exchange of the common shares. Preferential tax rates for long-term capital gains are applicable to a U.S. Holder which is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a corporation.
In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss. However, an individual whose realized gain does not exceed $200 will not recognize that gain, to the extent that there are no expenses associated with the transaction that meet the requirements for deductibility as a trade or business expense (other than travel expenses in connection with a business trip) or as an expense for the production of income.
Dividends paid on the common shares of the Company generally will not be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A U.S. Holder which is a corporation and which owns shares representing at least 10% of the voting power and value of the Company may, under certain circumstances, be entitled to a 70% (or 80% if the U.S. Holder owns shares representing at least 20% of the voting power and value of the Company) deduction of the United States source portion of dividends received from the Company (unless the Company qualifies as a “foreign personal holding company” or a “passive foreign investment company,” as defined below). The availability of this deduction is subject to several complex limitations which are beyond the scope of this discussion.
Under current Treasury Regulations, dividends paid on the Company’s common shares, if any, generally will not be subject to information reporting and generally will not be subject to U.S. backup withholding tax. However, dividends and the proceeds from a sale of the Company’s common shares paid in the U.S. through a U.S. or U.S. related paying agent (including a broker) will be subject to U.S. information reporting requirements and may also be subject to the 31% U.S. backup withholding tax, unless the paying agent is furnished with a duly completed and signed Form W-9 or the recipient is exempt from such procedures. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS. U.S. Holders are urged to consult their own tax counsel regarding the information reporting and backup withholding rules applicable to the Company’s common shares.
Foreign Tax Credit
A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of common shares of the Company may be entitled, at the option of the U.S. Holder, to either receive a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s United States income tax liability that the U.S. Holder’s foreign source income bears to his or its worldwide taxable income. In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. In addition, this limitation is calculated separately with respect to specific classes of income such as “passive income, “ “high withholding tax interest,” “financial services income,” “shipping income,” and certain other classifications of income. Dividends distributed by the Company will generally constitute “passive income” or, in the case of certain U.S. Holders, “financial services income” for these purposes. In addition, U.S. Holders which are corporations that own 10% or more of the voting stock of the Company may be entitled to an “indirect” foreign tax credit under Section 902 with respect to the payment of dividends by the Company under certain circumstances and subject to complex rules and limitations. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific, and U.S. Holders of common shares of the Company should consult their own tax advisors regarding their particular circumstances.
Information Reporting and Backup Withholding
U.S. Information reporting requirements may apply with respect to the payment of dividends to U.S. Holders of the Company’s common shares. Under Treasury regulations currently in effect, non-corporate holders may be subject to backup withholding at a 31% rate with respect to dividends when such holder (1) fails to furnish or certify a correct taxpayer identification number to the payor in the required manner, (2) is notified by the IRS that it has failed to report payments of interest or dividends properly or (3) fails, under certain circumstances, to certify that it has been notified by the IRS that it is subject to backup withholding for failure to report interest and dividend payments. Any amounts withheld under the backup withholding rules from a payment to a U.S. Holder generally will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that the required information is furnished to the IRS. Certain U.S. Holders, including corporations, are not subject to backup withholding.
Disposition of Common Shares of the Company
A U.S. Holder will recognize gain or loss upon the sale of common shares of the Company equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received, and (ii) the shareholder’s tax basis in the common shares of the Company. Preferential tax rates apply to long-term capital gains of U.S. Holders which are individuals, estates or trusts. This gain or loss will be capital gain or loss if the common shares are a capital asset in the hands of the U.S. Holder, which will be long-term capital gain or loss if the common shares of the Company are held for more than one year. Deductions for net capital losses are subject to significant limitations. For U.S. Holders who are not corporations, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For U.S. Holders that are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.
Currency Exchange Gains or Losses
U.S. Holders generally are required to calculate their taxable incomes in United States dollars. Accordingly, a U.S. Holder who purchases common shares of the Company with Canadian dollars will be required to determine the tax basis of such shares in United States dollars based on the exchange rate prevailing on the settlement date of the purchase (and may be required to recognize the unrealized gain or loss, if any, in the Canadian currency surrender in the purchase transaction). Similarly, a U.S. Holder receiving dividends or sales proceeds from common shares of the Company in Canadian dollars will be required to compute the dividend income or the amount realized on the sale, as the case may be, in United States dollars based on the exchange rate prevailing at the time of receipt in the case of dividends and on the settlement date in the case of sales on an established securities exchange. Gain or loss, if any, recognized on a disposition of Canadian currency in connection with the described transactions generally will be treated as ordinary gain or loss.
Other Considerations
In the following circumstances, the above sections of this discussion may not describe the United States federal income tax consequences resulting from the holding and disposition of common shares:
Foreign Personal Holding Company
If at any time during a taxable year (i) more than 50% of the total combined voting power or the total value of the Company’s outstanding shares is owned, directly or indirectly, by five or fewer individuals who are citizens or residents of the United States and (ii) 60% (50% in some circumstances) or more of the Company’s gross income for such year was “foreign personal holding company income” (e.g. dividends, interest and similar income), the Company may be treated as a “foreign personal holding company.” In that event, U.S. Holders that hold common shares would be required to include in gross income for such year their allocable portions of such “foreign personal holding company income” to the extent the Company does not actually distribute such income. The Company does not believe that it currently qualifies as a foreign personal holding company. However, there can be no assurance that the Company will not be considered a foreign personal holding company for the current or any future taxable year.
Foreign Investment Company
If 50% or more of the combined voting power or total value of the Company's outstanding shares is held, directly or indirectly, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)), and the Company is found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that the Company may be treated as a “foreign investment company” as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares to be treated as ordinary income rather than capital gain. The Company does not believe that it currently qualifies as a foreign investment company. However, there can be no assurance that the Company will not be considered a foreign investment company for the current or any future taxable year.
Passive Foreign Investment Company
Certain United States income tax legislation contains rules governing “passive foreign investment companies” (“PFIC”) which can have significant tax effects on U.S. Holders of foreign corporations. These rules do not apply to non-U.S. Holders. Section 1297 of the Code defines a PFIC as a corporation that is not formed in the United States and, for any taxable year, either (i) 75% or more of its gross income is “passive income,” which includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value (or, if the corporation is not publicly traded and either is a controlled foreign corporation or makes an election, by adjusted tax basis), of its assets that produce or are held for the production of “passive income” is 50% or more. If a foreign corporation owns, directly or indirectly, at least 25% by value of the stock a second corporation, then for purposes of the PFIC tests described above, the first corporation will be treated as owning a proportionate share of the assets of, and as receiving a proportionate share of the income of, the second corporation. The Company believes that it qualified as a PFIC for its most recently ended fiscal year and may qualify as a PFIC in subsequent fiscal years. There can be no assurance that the Company’s determination concerning its PFIC status will not be challenged or that it will be able to satisfy record keeping requirements that will be imposed on a qualified electing fund (“QEF”). Each U.S. Holder of the Company is urged to consult a tax advisor with respect to how the PFIC rules affect their tax situation.
A U.S. Holder who holds stock in a foreign corporation during any year in which such corporation qualifies as a PFIC is subject to United States federal income taxation under one of two alternative tax regimes at the election of each such U.S. Holder. The following is a discussion of such two alternative tax regimes applied to such U.S. Holders of the Company. In addition, special rules apply if a foreign corporation qualifies as both a PFIC and a “controlled foreign corporation” (as defined below) and a U.S. Holder owns, actually or constructively, 10% or more of the total combined voting power of all classes of stock entitled to vote of such foreign corporation (See more detailed discussion at “Controlled Foreign Corporation” below).
A U.S. Holder who elects in a timely manner to treat the Company as a QEF (an “Electing U.S. Holder”) will be subject, under Section 1293 of the Code, to current federal income tax for any taxable year in which the Company qualifies as a PFIC on his pro rata share of the Company’s (i) “net capital gain” (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as long-term capital gain to the Electing U.S. Holder and (ii) “ordinary earnings” (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income to the Electing U.S. Holder, in each case, for the shareholder’s taxable year in which (or with which) the Company’s taxable year ends, regardless of whether such amounts are actually distributed.
The effective QEF election also allows the Electing U.S. Holder to (i) generally treat any gain realized on the disposition of his common shares in the Company (or deemed to be realized on the pledge of his shares) as capital gain; (ii) treat his share of the Company’s net capital gain, if any, as long-term capital gain instead of ordinary income; and (iii) either avoid interest charges resulting from PFIC status altogether, or make an annual election, subject to certain limitations, to defer payment of current taxes on his share of the Company’s annual realized net capital gain and ordinary earnings subject, however, to an interest charge. If the Electing U.S. Holder is not a corporation, such an interest charge would be treated as “personal interest” that is not deductible.
The procedure a U.S. Holder must comply with in making an effective QEF election will depend on whether the year of the election is the first year in the U.S. Holder’s holding period in which the Company is a PFIC. If the U.S. Holder makes a QEF election in such first year, i.e., a timely QEF election, then the U.S. Holder may make the QEF election by simply filing the appropriate documents at the time the U.S. Holder files his tax return for such first year. If, however, the Company qualified as a PFIC in a prior year, then in addition to filing documents, the U.S. Holder must elect to recognize (i) under the rules of Section 1291 of the Code (discussed herein), any gain that he would otherwise recognize if the U.S. Holder sold his stock on the qualification date or (ii) if the Company is a controlled foreign corporation, the U.S. Holder’s pro rata share of the Company’s post-1986 earnings and profits as of the qualification date. The qualification date is the first day of the Company’s first tax year in which the Company qualified as a QEF with respect to such U.S. Holder. The elections to recognize such gain or earnings and profits can only be made if such U.S. Holder’s holding period for the common shares of the Company includes the qualification date. By electing to recognize such gain or earnings and profits, the U.S. Holder will be deemed to have made a timely QEF election. A U.S. Holder who made elections to recognize gain or earnings and profits after May 1, 1992 and before January 27, 1997 may, under certain circumstances, elect to change such U.S. Holder’s qualification date to the first day of the first QEF year. U.S. Holders are urged to consult a tax advisor regarding the availability of and procedure for electing to recognize gain or earnings and profits under the foregoing rules.
A QEF election, once made with respect to the Company, applies to the tax year for which it was made and to all subsequent tax years, unless the election is invalidated or terminated, or the IRS consents to revocation of the election. If a QEF election is made by a U.S. Holder and the Company ceases to qualify as a PFIC in a subsequent tax year, the QEF election will remain in effect, although not applicable, during those tax years in which the Company does not qualify as a PFIC. Therefore, if the Company again qualifies as a PFIC in a subsequent tax year, the QEF election will be effective and the U.S. Holder will be subject to the rules described above for Electing U.S. Holders in such tax year and any subsequent tax years in which the Company qualifies as a PFIC. In addition, the QEF election remains in effect, although not applicable, with respect to an Electing U.S. Holder even after such U.S. Holder disposes of all of his or its direct and indirect interest in the shares of the Company. Therefore, if such U.S. Holder reacquires an interest in the Company, that U.S. Holder will be subject to the rules described above for Electing U.S. Holders for each tax year in which the Company qualifies as a PFIC.
If a U.S. Holder does not make a timely QEF election during a year in which it holds (or is deemed to have held) the common shares in question and the Company is a PFIC (a “Non-Electing U.S. Holder”), then special taxation rules under Section 1291 of the Code will apply to (i) gains realized on the disposition (or deemed to be realized by reasons of a pledge) of his common shares in the Company and (ii) certain “excess distributions” (generally, distributions received in the current taxable year that are in excess of 125% of the average distributions received during the three preceding years or, if shorter, the U.S. Holder’s holding period) by the Company.
A Non-Electing U.S. Holder generally would be required to pro rate all gains realized on the disposition of his common shares in the Company and all excess distributions on his common shares in the Company over the entire holding period for the common shares. All gains or excess distributions allocated to prior years of the U.S. Holder (other than years prior to the first taxable year of the Company during such U.S. Holder’s holding period and beginning after January 1, 1987 for which it was a PFIC) would be taxed at the highest tax rate for each such prior year applicable to ordinary income. The Non-Electing U.S. Holder also would be liable for interest on the foregoing tax liability for each such prior year calculated as if such liability had been due with respect to each such prior year. A Non-Electing U.S. Holder that is not a corporation must treat this interest charge as “personal interest” which, as discussed above, is wholly nondeductible. The balance of the gain or the excess distribution will be treated as ordinary income in the year of the disposition or distribution, and no interest charge will be incurred with respect to such balance.
If the Company is a PFIC for any taxable year during which a Non-Electing U.S. Holder holds common shares of the Company, then the Company will continue to be treated as a PFIC with respect to such common shares in the Company, even if it is no longer definitionally a PFIC. A Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the rules discussed above for Non-Electing U.S. Holders) as if such common shares in the Company had been sold on the last day of the last taxable year for which it was a PFIC.
Effective for tax years of U.S. Holders beginning after December 31, 1997, U.S. Holders who hold, actually or constructively, marketable stock (as specifically defined in the Treasury Regulations) of a foreign corporation that qualifies as a PFIC may annually elect to mark such stock to the market (a “mark-to-market election”). If such an election is made, such U.S. Holder will generally not be subject to the special taxation rules of Section 1291 discussed above. However, if the mark-to-market election is made by a Non-Electing U.S. Holder after the beginning of the holding period for the PFIC stock, then the Section 1291 rules will apply to certain dispositions of, distributions on and other amounts taxable with respect to the common shares in the Company. A U.S. Holder who makes the mark-to market election will include in income for the taxable year for which the election was made an amount equal to the excess, if any, of the fair market value of the common shares of the Company as of the close of such tax year over such U.S. Holder’s adjusted basis in such common shares. In addition, the U.S. Holder is allowed a deduction for the lesser of (i) the excess, if any, of such U.S. Holder’s adjusted tax basis in the common shares over the fair market value of such shares as of the close of the tax year, or (ii) the excess, if any, of (A) the mark-to-market gains for the common shares in the Company included by such U.S. Holder for prior tax years, including any amount which would have been included for any prior tax year but for the Section 1291 interest on tax deferral rules discussed above with respect to Non-Electing U.S. Holders, over (B) the mark-to-market losses for shares that were allowed as deductions for prior tax years. A U.S. Holder’s adjusted tax basis in the common shares of the Company will be adjusted to reflect the amount included in or deducted from income as a result of a mark-to-market election. A mark-to-market election applies to the taxable year in which the election is made and to each subsequent taxable year, unless the common shares of the Company cease to be marketable, as specifically defined, or the IRS consents to revocation of the election. Because the IRS has not established procedures for making a mark-to-market election, U.S. Holders should consult their tax advisor regarding the manner of making such an election.
Under Section 1291(f) of the Code, the IRS has issued Treasury Regulations that, subject to certain exceptions, would treat as taxable certain transfers of PFIC stock by Non-Electing U.S. Holders that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. Generally, in such cases the basis of the common shares of the Company in the hands of the transferee and the basis of any property received in the exchange for those common shares would be increased by the amount of gain recognized. Under the Proposed Treasury Regulations, an Electing U.S. Holder would not be taxed on certain transfers of PFIC stock, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. The transferee’s basis in this case will depend on the manner of the transfer. The specific tax effect to the U.S. Holder and the transferee may vary based on the manner in which the common shares are transferred. Each U.S. Holder of the Company is urged to consult a tax advisor with respect to how the PFIC rules affect their tax situation.
Certain special, generally adverse, rules will apply with respect to common shares of the Company while the Company is a PFIC whether or not it is treated as a QEF. For example under Section 1298(b)(6) of the Code, a U.S. Holder who uses PFIC stock as security for a loan (including a margin loan) will, except as may be provided in regulations, be treated as having made a taxable disposition of such shares.
Controlled Foreign Corporation
If more than 50% of the total combined voting power of all classes of shares entitled to vote or the total value of the shares of the Company is owned, actually or constructively, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)), each of which own, actually or constructively, 10% or more of the total combined voting power of all classes of shares entitled to vote of the Company (“United States Shareholder”), the Company could be treated as a controlled foreign corporation (“CFC”) under Subpart F of the Code. This classification would effect many complex results, one of which is the inclusion of certain income of a CFC which is subject to current U.S. tax. The United States generally taxes United States Shareholders of a CFC currently on their pro-rata shares of the Subpart F income of the CFC. Such United States Shareholders are generally treated as having received a current distribution out of the CFC’s Subpart F income and are also subject to current U.S. tax on their pro rata shares of the CFC’s earnings invested in U.S. property. The foreign tax credit described above may reduce the U.S. tax on these amounts. In addition, under Section 1248 of the Code, gain from the sale or exchange of shares by a U.S. Holder of common shares of the Company which is or was a United States Shareholder at any time during the five-year period ending with the sale or exchange is treated as ordinary income to the extent of earnings and profits of the Company attributable to the shares sold or exchanged. If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not be treated as a PFIC with respect to United States Shareholders of the CFC. This rule generally will be effective for taxable years of United States Shareholders beginning after 1997 and for taxable years of foreign corporations ending with or within such taxable years of United States Shareholders. Special rules apply to United States Shareholders who are subject to the special taxation rules under Section 1291 discussed above with respect to a PFIC. Because of the complexity of Subpart F, a more detailed review of these rules is outside of the scope of this discussion. The Company does not believe that it currently qualifies as a CFC. However, there can be no assurance that the Company will not be considered a CFC for the current or any future taxable year.
This Form 20-F is being filed as an annual report under the Exchange Act, and, as such, there is no requirement to provide any information under this item.
This Form 20-F is being filed as an annual report under the Exchange Act, and, as such, there is no requirement to provide any information under this item.
Any of the documents referred to above can be viewed at our registered office, which is located at Suite 1180, 999 West Hastings Street, Vancouver, British Columbia, Canada. All of these documents are in English.
This information is not required for reports filed in the United States.
At this time, we are not subject to any interest rate risk, foreign currency exchange rate risk or commodity price risk.
Not applicable.
PART II
Not applicable.
Not applicable.
As of July 31, 2006, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be (a) included in our periodic reports to the Securities and Exchange Commission is recorded, processed, summarized and reported in a timely manner and (b) disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
In addition, there were no changes in our internal control over financial reporting during our fiscal year covered by this annual report on Form 20-F that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of their last evaluation.
A. | Audit committee financial expert. |
Our board of directors has determined that we do not have an audit committee financial expert serving on our audit committee. We currently have limited operations and funds and as a result do not believe an audit committee financial expert is required to serve on our audit committee at this time. As our operations grow and finances become more complex, we will commence a search for an audit committee financial expert to be appointed to our board of directors and our audit committee.
We have adopted a Code of Business Conduct that applies to our Chief Executive Officer, Chief Financial Officer and other senior financial officers performing similar functions. The Code of Business Conduct is available for viewing on our website at www.canplats.com.
The following is a summary of the aggregate fees billed in each of the last two fiscal years by our principal accountant.
Principal Accountant Fees and Services | | Fiscal year ended July 31, 2006 | | Fiscal year ended July 31, 2005 |
Audit Fees(1) | | $10,500 | | $9,125 |
| All Other Fees | | Nil | | $1,605 |
Total | | $10,500 | | $10,730 |
| | (1) | Includes audit, interim financial statements review and fees in connection with regulatory financial filings. |
Pre-Approval Policies and Procedures
Our audit committee has established policies and procedures that are intended to control the services provided by our auditors and to monitor their continuing independence. Under these policies, no services may be undertaken by our auditors unless the engagement is specifically approved by our audit committee or the services are included within a category which has been pre-approved by our audit committee. The maximum charge for services is established by the audit committee when the specific engagement is approved or the category of services pre-approved. Management is required to notify the audit committee of the nature and value of pre-approved services undertaken.
Our audit committee will not approve engagements relating to, or pre-approve categories of, non-audit services to be provided by our auditors (i) if such services are of a type the performance of which would cause our auditors to cease to be independent within the meaning of applicable Securities and Exchange Commission rules, and (ii) without consideration, among other things, of whether our auditors are best situated to provide the required services and whether the required services are consistent with their role as auditor.
All services provided by our principal accountant in 2006 were pre-approved by our audit committee.
Not applicable.
Not applicable.
PART III
Our consolidated financial statements are stated in Canadian Dollars (Cdn$) and are prepared in Canadian GAAP, which differs in certain respects from those principles that we would have followed had our financial statements been prepared in accordance with US GAAP. The major measurement differences between Canadian and US GAAP, as they affect us, are disclosed in note 14 to the financial statements.
The consolidated financial statements and notes thereto as required under Item 17 are attached to this Annual Report, are individually listed under Item 14, and are found immediately following the text of this Annual Report. The audit report of PricewaterhouseCoopers, LLP is included in this Annual Report immediately preceding the financial statements.
Not applicable.
All Financial Statements and Exhibits referred to in this Item 19 are incorporated by reference into this Annual Report.
Document | Page |
| F-1 |
| F-3 |
| F-4 |
| F-5 |
| F-6 |
| F-7 |
| F-8 |
Exhibit Number | Description |
| 1.1 | Memorandum, Articles and Certificate of Incorporation incorporated by reference from Exhibit 1.1 to Registration Statement under the Securities Exchange Act of 1934 on Form 20-F, file no. 0-31190 filed on July 30, 2001. |
| 1.1 | Notice of Articles and Articles of Incorporation incorporated by reference from Exhibit 1.1 to Annual Report under the Securities Exchange Act of 1934 on Form 20-F, file no. 0-31190 filed on December 30, 2005. |
| 12.1 | |
| 12.2 | |
| 13.1 | |
| 13.2 | |
Canplats Resources Corporation
Consolidated Financial Statements
July 31, 2006, 2005 and 2004 (in Canadian dollars)
Management’s Responsibility for Financial Reporting
The accompanying consolidated financial statements of the company have been prepared by management in accordance with accounting principles generally accepted in Canada and reconciled to accounting principles generally accepted in the United States as set out in note 14 and contain estimates based on management’s judgement and based on currently available information. Management is responsible for all information in the annual report. All financial and operating data in the annual report is consistent, where appropriate, with that contained in the consolidated financial statements.
A system of internal control over financial reporting is maintained in order to provide reasonable assurance that assets are safeguarded and that transactions are properly recorded and executed in accordance with management’s authorization. This system includes established policies and procedures, the selection and training of qualified personnel, and an organization for appropriate delegation of authority and segregation of responsibilities.
The Audit Committee of the Board of Directors has met with the company’s independent auditors to review the scope and results of the annual audit, and to review the financial statements and related financial reporting matters prior to submitting the financial statements to the Board for approval.
The company’s independent auditors, PricewaterhouseCoopers LLP, are appointed by the shareholders to conduct an audit in accordance with Canadian generally accepted auditing standards and the auditing standards of the Public Company Accounting Oversight Board (United States), and their report follows.
“R.E. Gordon Davis” | “Ross A. Mitchell” |
R.E. Gordon Davis President | Ross A. Mitchell Vice President, Finance |
November 21, 2006
Chartered Accountants
PricewaterhouseCoopers Place
250 Howe Street, Suite 700
Vancouver, British Columbia
Canada V6C 3S7
Telephone +1 604 806 7000
Facsimile +1 604 806 7806
Independent Auditors’ Report
To the Shareholders of Canplats Resources Corporation
We have audited the consolidated balance sheet of Canplats Resources Corporation (the “Company”) as at July 31, 2006 and the consolidated statements of loss and deficit and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with Canadian generally accepted auditing standards and with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at July 31, 2006 and the results of its operations and its cash flows for the year then ended in accordance with Canadian generally accepted accounting principles.
The consolidated financial statements for the years ended July 31, 2005 and 2004 were audited by other auditors who expressed an opinion without reservation on those statements in each of their reports dated October 7, 2005 and October 4, 2004 respectively.
"PricewaterhouseCoopers LLP"
Chartered Accountants
Vancouver, British Columbia
November 21, 2006
PricewaterhouseCoopers refers to the Canadian firm of PricewaterhouseCoopers LLP and the other member firms of PricwaterhouseCoopers International Limited, each of which is a separate and independent legal entity.
(An Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS
As at July 31
(expressed in Canadian dollars)
| | | 2006 | | 2005 | |
| | | $ | | $ | |
| | | | | | |
ASSETS | | | | | |
| | | | | | |
Current | | | | | |
| Cash and cash equivalents | | | 1,590,245 | | | 486,251 | |
| Receivables | | | 72,138 | | | 99,348 | |
| Prepaid expense | | | 13,866 | | | 1,911 | |
Total current assets | | | 1,676,249 | | | 587,510 | |
Mineral properties (note 3) | | | 2,394,421 | | | 1,716,483 | |
Property, plant and equipment (note 4) | | | - | | | 22,018 | |
Total assets | | | 4,070,670 | | | 2,326,011 | |
| | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | |
| | | | | | | | |
Current | | | | | | | |
| Accounts payable and accrued liabilities | | | 38,332 | | | 54,666 | |
| Due to related parties (note 8) | | | 47,469 | | | 87,530 | |
| | | | 85,801 | | | 142,196 | |
| | | | | | | | |
Future income tax liability (note 9) | | | 200,200 | | | 119,500 | |
Total liabilities | | | 286,001 | | | 261,696 | |
| | | | | | | | |
Shareholders’ equity | | | | | | | |
| | | | | | | | |
| Share capital issued (note 5) | | | 12,725,289 | | | 11,340,245 | |
| Value assigned to stock options and warrants | | | 785,678 | | | 431,250 | |
| Contributed surplus | | | 316,450 | | | - | |
| Deficit | | | (10,042,748 | ) | | (9,707,180 | ) |
Total shareholders’ equity | | | 3,784,669 | | | 2,064,315 | |
Total liabilities and shareholders’ equity | | | 4,070,670 | | | 2,326,011 | |
Commitments (note 12)
Subsequent event (note 15)
Approved by the Board of Directors
| “James W. Tutton” | “R.E. Gordon Davis” |
| _________________________ | _______________________ |
| James W. Tutton, Director | R.E. Gordon Davis, Director |
The accompanying notes are an integral part of the consolidated financial statements.
Canplats Resources Corporation (An Exploration Stage Company)
Years ended July 31
(expressed in Canadian dollars, except number of shares)
| | | 2006 | | 2005 | | 2004 | |
| | | $ | | $ | | $ | |
| | | | | | | | |
Expenses | | | | | | | |
| Bank charges | | | 1,571 | | | 1,556 | | | 1,755 | |
| General exploration | | | 134,878 | | | 14,780 | | | 5,347 | |
| Insurance | | | 10,457 | | | 7,481 | | | 8,765 | |
| Investor relations | | | 87,930 | | | 156,928 | | | 157,938 | |
| Legal, accounting and audit | | | 10,500 | | | 11,230 | | | 15,476 | |
| Listing and filing fees | | | 13,672 | | | 7,752 | | | 19,107 | |
| Management administration fee | | | - | | | - | | | 9,000 | |
| Office | | | 6,691 | | | 11,186 | | | 2,983 | |
| Rent | | | - | | | - | | | 6,000 | |
| Salaries | | | 58,363 | | | 49,225 | | | 27,880 | |
| Shareholder relations | | | 12,318 | | | 19,318 | | | 19,702 | |
| Stock-based compensation (note 6) | | | - | | | 111,000 | | | 273,900 | |
| Transfer agents | | | 11,924 | | | 11,975 | | | 9,575 | |
| | | | (348,304 | ) | | (402,431 | ) | | (557,428 | ) |
| | | | | | | | | | | |
Other income (loss) | | | | | | | | | | |
| Interest income | | | 18,319 | | | 21,239 | | | 26,386 | |
| Foreign exchange gain (loss) | | | (11,687 | ) | | (14,875 | ) | | 6,000 | |
| Recovery (write-off) of mineral properties (note 3) | | | 6,104 | | | (1,133,280 | ) | | (745,151 | ) |
| | | | 12,736 | | | (1,126,916 | ) | | (712,765 | ) |
| | | | | | | | | | | |
Loss before income taxes | | | (335,568 | ) | | (1,529,347 | ) | | (1,270,193 | ) |
| Future income tax recovery (note 9(d)) | | | - | | | 35,600 | | | - | |
| | | | | | | | | | | |
Loss for the year | | | (335,568 | ) | | (1,493,747 | ) | | (1,270,193 | ) |
| | | | | | | | | | | |
Deficit, beginning of the year | | | (9,707,180 | ) | | (8,213,433 | ) | | (6,943,240 | ) |
Deficit, end of the year | | | (10,042,748 | ) | | (9,707,180 | ) | | (8,213,433 | ) |
| | | | | | | | | | | |
Weighted average number of issued shares | | | 32,390,739 | | | 29,348,744 | | | 22,856,098 | |
Basic and diluted loss per common share | | | (0.01 | ) | | (0.05 | ) | | (0.06 | ) |
The accompanying notes are an integral part of the consolidated financial statements.
Canplats Resources Corporation(An Exploration Stage Company)
Years ended July 31
(expressed in Canadian dollars)
| | | 2006 | | 2005 | | 2004 | |
| | | $ | | $ | | $ | |
OPERATING ACTIVITIES | | | | | | | |
| Loss for the year | | | (335,568 | ) | | (1,493,747 | ) | | (1,270,193 | ) |
| Non-cash items: | | | | | | | | | | |
| Stock-based compensation | | | - | | | 111,000 | | | 273,900 | |
| Write-off (recovery) of mineral properties | | | (6,104 | ) | | 1,133,280 | | | 745,151 | |
| Future income tax recovery | | | - | | | (35,600 | ) | | - | |
| | | | (341,672 | ) | | (285,067 | ) | | (251,142 | ) |
| | | | | | | | | | | |
| Net changes in non-cash working capital items: | | | | | | | | | | |
| Accounts receivable and prepaid expenses | | | 15,255 | | | 21,410 | | | (104,647 | ) |
| Due from related parties | | | - | | | - | | | 5,954 | |
| Accounts payable and accrued liabilities | | | (10,230 | ) | | (15,073 | ) | | (10,164 | ) |
| Due to related parties | | | (40,061 | ) | | 77,113 | | | (20,625 | ) |
Cash used in operating activities | | | (376,708 | ) | | (201,617 | ) | | (380,624 | ) |
| | | | | | | | | | | |
FINANCING ACTIVITIES | | | | | | | | | | |
| Shares and warrants issued for cash | | | 2,061,750 | | | 105,500 | | | 2,609,250 | |
| Share issue costs | | | (5,828 | ) | | (675 | ) | | (48,650 | ) |
Cash generatedby financing activities | | | 2,055,922 | | | 104,825 | | | 2,560,600 | |
| | | | | | | | | | | |
INVESTING ACTIVITIES | | | | | | | | | | |
| Mineral property costs | | | (594,942 | ) | | (997,369 | ) | | (994,182 | ) |
| Sale (purchase) of property, plant and equipment | | | 19,722 | | | - | | | (31,181 | ) |
Cash used in investing activities | | | (575,220 | ) | | (997,369 | ) | | (1,025,363 | ) |
| | | | | | | | | | | |
Increase (decrease) in cash and cash equivalents | | | 1,103,994 | | | (1,094,161 | ) | | 1,154,613 | |
| | | | | | | | | | | |
Cash and cash equivalents - Beginning of year | | | 486,251 | | | 1,580,412 | | | 425,799 | |
Cash and cash equivalents - End of year | | | 1,590,245 | | | 486,251 | | | 1,580,412 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Supplemental cash flow information (note 10) | | | | | | | | | | |
The accompanying notes are an integral part of the consolidated financial statements.
Canplats Resources Corporation(An Exploration Stage Company)
SHAREHOLDERS’ EQUITY
Years Ended July 31
(expressed in Canadian dollars except number of shares)
| | | Number of Common Shares | | Share Capital Issued $ | | Value Assigned to Stock Options and Warrants $ | | Contributed Surplus $ | | Deficit $ | | Total Shareholders’ Equity $ | |
Balance at July 31, 2003 | | | 16,997,303 | | | 8,722,470 | | | 34,300 | | | - | | | (6,943,240 | ) | | 1,813,530 | |
| For cash | | | 11,995,000 | | | 2,609,250 | | | - | | | - | | | - | | | 2,609,250 | |
| Value assigned to options granted | | | - | | | - | | | 338,900 | | | - | | | - | | | 338,900 | |
| Value assigned to options exercised | | | - | | | 49,150 | | | (49,150 | ) | | - | | | - | | | - | |
| Shares issued for finder’s fees | | | 150,000 | | | 37,500 | | | - | | | - | | | - | | | 37,500 | |
| Share issue costs | | | - | | | (151,150 | ) | | - | | | - | | | - | | | (151,150 | ) |
| Adjustment relating to partial shares | | | 3 | | | - | | | - | | | - | | | - | | | - | |
| Loss for the year | | | - | | | - | | | - | | | - | | | (1,270,193 | ) | | (1,270,193 | ) |
Balance at July 31, 2004 | | | 29,142,306 | | | 11,267,220 | | | 324,050 | | | - | | | (8,213,433 | ) | | 3,377,837 | |
| For cash | | | 300,000 | | | 105,500 | | | - | | | - | | | - | | | 105,500 | |
| Value assigned to options granted | | | - | | | - | | | 111,000 | | | - | | | - | | | 111,000 | |
| Value assigned to options exercised | | | - | | | 3,800 | | | (3,800 | ) | | - | | | - | | | - | |
| Future income tax recovery | | | - | | | (35,600 | ) | | - | | | - | | | - | | | (35,600 | ) |
| Share issue costs | | | - | | | (675 | ) | | - | | | - | | | - | | | (675 | ) |
| Loss for the year | | | - | | | - | | | - | | | - | | | (1,493,747 | ) | | (1,493,747 | ) |
Balance at July 31, 2005 | | | 29,442,306 | | | 11,340,245 | | | 431,250 | | | - | | | (9,707,180 | ) | | 2,064,315 | |
| For cash | | | | | | | | | | | | | | | | | | | |
| Private placements | | | 10,150,000 | | | 1,418,216 | | | 611,784 | | | - | | | - | | | 2,030,000 | |
| Exercise of options | | | 50,000 | | | 5,500 | | | - | | | - | | | - | | | 5,500 | |
| Exercise of warrants | | | 105,000 | | | 26,250 | | | - | | | - | | | - | | | 26,250 | |
| Non-cash: | | | | | | | | | | | | | | | | | | | |
| Value assigned to warrants granted | | | - | | | - | | | 72,646 | | | - | | | - | | | 72,646 | |
| Value assigned to options exercised | | | - | | | 3,800 | | | (3,800 | ) | | - | | | - | | | - | |
| Value assigned to warrants exercised | | | - | | | 9,752 | | | (9,752 | ) | | - | | | - | | | - | |
Value assigned to expired warrants and options | | | - | | | - | | | (316,450 | ) | | 316,450 | | | - | | | - | |
Shares issued for finder’s fees on private placement | | | 580,500 | | | 80,716 | | | - | | | - | | | - | | | 80,716 | |
| Share issue costs | | | - | | | (159,190 | ) | | - | | | - | | | - | | | (159,190 | ) |
| Loss for the year | | | - | | | - | | | - | | | - | | | (335,568 | ) | | (335,568 | ) |
Balance at July 31, 2006 | | | 40,327,806 | | | 12,725,289 | | | 785,678 | | | 316,450 | | | (10,042,748 | ) | | 3,784,669 | |
The accompanying notes are an integral part of the consolidated financial statements.
Canplats Resources Corporation(An Exploration Stage Company)
For the years ended July 31, 2006, 2005 and 2004
(expressed in Canadian dollars, unless otherwise stated)
1. | NATURE AND CONTINUANCE OF OPERATIONS |
The company is in the process of acquiring, exploring and developing precious and base metal mineral properties. The company will attempt to bring the properties to production, structure joint ventures with others, option or lease properties to third parties, or sell the properties outright. The company has not determined whether these properties contain ore reserves that are economically recoverable and the company is considered to be in the exploration stage.
These consolidated financial statements have been prepared assuming the company will continue on a going-concern basis. Management has estimated that the company will have adequate funds from existing working capital to meet its corporate, administrative and property obligations for the coming year. If the company is to advance or develop its mineral properties further, it will be necessary to obtain additional financing and while it has been successful in the past, there can be no assurance that it will be able to do so in the future.
The recoverability of the amounts shown for mineral properties and related deferred costs is dependent upon the existence of economically recoverable reserves, securing and maintaining title and beneficial interest in the properties, the ability of the company to obtain necessary financing to complete the development, and upon future profitable production or sale. The amounts shown as deferred expenditures and property acquisition costs represent net costs to date, less amounts amortized and written-off, and do not necessarily represent present or future values.
Although the company has taken steps to verify title to mineral properties in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the company’s title. Property title may be subject to unregistered prior agreements or transfers and may be affected by undetected defects.
2. | SIGNIFICANT ACCOUNTING POLICIES |
Generally accepted accounting principles
These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP). The significant differences between those principles and those that would be applied under U.S. generally accepted accounting principles and requirements promulgated by the Securities and Exchange Commission (collectively U.S. GAAP), as they affect the company, are disclosed in note 14.
Principles of consolidation
These consolidated financial statements include the accounts of the company and its wholly-owned subsidiary, Canplats de Mexico S.A. de C.V. Inter-company balances are eliminated upon consolidation.
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and related notes. Significant areas where management’s judgment is applied are the determination of asset impairment, stock-based compensation and future income tax valuation allowances. Actual results could differ from those estimates.
Canplats Resources Corporation(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended July 31, 2006, 2005 and 2004
(expressed in Canadian dollars, unless otherwise stated)
2. | SIGNIFICANT ACCOUNTING POLICIES (continued) |
Foreign currency translation
The company’s subsidiary is an integrated foreign operation and its results and financial position are translated into its functional currency, the Canadian dollar, using the temporal method. Foreign currency monetary items are translated at the exchange rate in effect at the balance sheet date; foreign currency non-monetary items are translated at historical exchange rates. Income and expense foreign currency items are translated at the average exchange rate for the period. Translation gains and losses are reflected in consolidated statements of loss unless they relate to a specific mineral property in which case, they are capitalized.
Cash and cash equivalents
Cash and cash equivalents include cash, bank balances and highly liquid deposits with maturity of three months or less at date of acquisition. These instruments are stated at cost, which approximates market value.
Mineral properties
The company records its interests in mineral properties at cost. The costs of acquiring mineral properties and related exploration and development expenditures, holding costs to maintain a property and related foreign exchange amounts are deferred and would be amortized against future production following commencement of commercial production or are written-off if the properties are sold, allowed to lapse or abandoned. General exploration, overhead and administration costs are expensed in the period incurred.
Option payments received are treated as a reduction of the carrying value of the related mineral property and deferred costs until the receipts are in excess of costs incurred, at which time they are credited to income. Option payments are at the discretion of the optionee, and accordingly, are recorded on a cash basis.
Management of the company regularly reviews the net carrying value of each mineral property. Where events or changes in circumstances suggest impairment, estimated future cash flows are calculated using estimated future prices, proven and probable reserves, value beyond proven and probable reserves, probability weighted outcomes and operating capital and reclamation costs on an undiscounted basis. If it is determined that the future cash flows are less than the carrying value, a write-down to the estimated fair value is expensed for the period. The company presently has no proven or probable reserves. Where estimates of future net cash flows are not available and where other conditions suggest impairment, management assesses if carrying values can be recovered. If the carrying values exceed estimated recoverable values, then the project is written-down to estimated fair values with the write-down expensed in the period.
Management’s estimates of future mineral prices, recoverable resources, initial and operating capital and reclamation costs are subject to certain risks and uncertainties that may affect the recoverability of mineral property costs. Although management has made its best estimate of these factors, it is possible that changes could occur that could adversely affect management’s estimate of the net cash flows to be generated from its properties.
Canplats Resources Corporation(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended July 31, 2006, 2005 and 2004
(expressed in Canadian dollars, unless otherwise stated)
2. | SIGNIFICANT ACCOUNTING POLICIES (continued) |
Property, plant and equipment
Property, plant and equipment are carried at cost less accumulated amortization. The company provides for amortization calculated using the declining balance method at rates ranging from 20% to 30% per annum. Amortization commences at the time when the assets are available for use.
Stock-based compensation
Compensation expense for stock options granted is measured at the fair value at the grant date using the Black-Scholes valuation model and is recognized over the vesting period of the options granted. In situations where stock options are granted in exchange for services related to specific mineral properties, the expense is capitalized against that mineral property. The value assigned to stock options within shareholders’ equity is subsequently reduced if the options are exercised with the amount recorded credited to share capital. Any values assigned to stock options that have expired are credited to contributed surplus.
Income taxes
The liability method of income tax allocation is used and is based on differences between financial reporting and tax bases of assets and liabilities. Temporary differences arising from the difference between the tax basis of an asset or liability and its carrying amount on the balance sheet are used to calculate future income tax liabilities or assets. Future income tax liabilities or assets are calculated using the tax rates anticipated to apply in the periods that the temporary differences are expected to reverse. Future tax assets are recognized to the extent that they are considered more likely than not to be realized.
Loss per common share
Loss per share is calculated based on the weighted average number of common shares issued and outstanding during the year. The effect of potential issuances of shares under options and warrants would be anti-dilutive, and therefore, basic and diluted loss per share are the same.
Flow-through shares
Canadian Income Tax Legislation permits an enterprise to issue securities referred to as flow-through shares whereby the investor may claim the tax deductions arising from the related resource expenditures. When resource expenditures are renounced to the investors and the company has reasonable assurance that the expenditures will be completed, future income tax liabilities are recognized (renounced expenditures multiplied by the effective corporate tax rate) thereby reducing share capital.
If a company has sufficient eligible unused tax losses and deductions (“losses”) to offset all or part of the future income tax liabilities and no future income tax assets have been previously recognized on such losses, a portion of such unrecognized losses (losses multiplied by the effective corporate tax rate) is recorded as income up to the amount of the future income tax liability that was previously recognized on the renounced expenditures.
Canplats Resources Corporation(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended July 31, 2006, 2005 and 2004
(expressed in Canadian dollars, unless otherwise stated)
3. MINERAL PROPERTY COSTS
The company’s mineral properties are as follows:
| | Rodeo | Yerbabuena | El Rincon | Mecatona | Other | |
| | (Mexico) | (Mexico) | (Mexico) | (Mexico) | (Mexico) | Total |
| | $ | $ | $ | $ | $ | $ |
| | | | | | | |
| Balance, July 31, 2005 | 699,999 | 908,536 | 107,948 | - | - | 1,716,483 |
| | | | | | | |
| Acquisition costs | - | 28,947 | 11,387 | 22,931 | - | 63,265 |
| | | | | | | |
| Amortization | 230 | 482 | 46 | 1,354 | 184 | 2,296 |
| Assaying | 2,374 | 9,235 | - | 21,382 | 9,245 | 42,236 |
| Claim taxes | 22,205 | 12,085 | 7,154 | 28,857 | - | 70,301 |
| Consulting and contracting services | - | 2,659 | - | 3,509 | - | 6,168 |
| Drafting salaries and consulting | 472 | - | - | 11,798 | - | 12,270 |
| Drilling | - | - | - | 115,334 | - | 115,334 |
| Foreign exchange | 123 | (1,989) | 445 | 2,036 | 2,186 | 2,801 |
| Geology consulting | - | - | - | 48,050 | 1,466 | 49,516 |
| Geology salaries and consulting | 7,434 | 1,478 | - | 23,281 | 3,620 | 35,813 |
| Geophysics airborne and ground | - | - | 1,106 | - | - | 1,106 |
| Equipment | 3,638 | 3,173 | - | 19,338 | 363 | 26,512 |
| Labour and expediting | 13,283 | 33,995 | - | 22,817 | 9,312 | 79,407 |
| Legal | - | 234 | - | 890 | - | 1,124 |
| Licenses and government fees | - | 1,055 | - | 10,132 | 10,274 | 21,461 |
| Living costs and travel | 2,232 | 2,480 | - | 14,991 | 4,730 | 24,433 |
| Maps, prints and film | 300 | 186 | - | 273 | 13,664 | 14,423 |
| Office expenses | 1,048 | 644 | 82 | 3,978 | 455 | 6,207 |
Property holding costs associated with future income taxes | 26,276 | 35,523 | 4,470 | 12,480 | 1,951 | 80,700 |
| Storage | - | 12,499 | - | 4,669 | 117 | 17,285 |
| Supplies | - | 2,760 | - | 2,189 | 331 | 5,280 |
| | | | | | | |
| Exploration costs for the year | 79,615 | 116,499 | 13,303 | 347,358 | 57,898 | 614,673 |
| | | | | | | |
| Balance, July 31, 2006 | 779,614 | 1,053,982 | 132,638 | 370,289 | 57,898 | 2,394,421 |
Canplats Resources Corporation(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended July 31, 2006, 2005 and 2004
(expressed in Canadian dollars, unless otherwise stated)
3. | MINERAL PROPERTY COSTS (continued) |
| | Rodeo | Yerbabuena | El Rincon | Grand Bay | Geikie | Stucco | Santa Lucia | |
| | (Mexico) | (Mexico) | (Mexico) | (Canada) | (Canada) | (Canada) | (Mexico) | Total |
| | $ | $ | $ | $ | $ | $ | $ | $ |
| | | | | | | | | |
| Balance, July 31, 2004 | 442,217 | 302,791 | 17,757 | 205,864 | 519,430 | 12,176 | 223,496 | 1,723,731 |
| | | | | | | | | |
| Acquisition costs | 12,257 | 22,131 | 18,973 | - | - | - | 11,637 | 64,998 |
| | | | | | | | | |
| Amortization | 4,581 | 4,582 | - | - | - | - | - | 9,163 |
| Assaying | 37,213 | 81,245 | 3,002 | 2,056 | - | - | 6,435 | 129,951 |
| Claim taxes | 11,768 | 12,518 | 9,945 | - | - | - | 6,218 | 40,449 |
| Consulting and contract services | 29,314 | 26,578 | 6,943 | - | - | - | - | 62,835 |
| Drafting salaries and consulting | 1,800 | 2,703 | 118 | 2,128 | - | - | 1,732 | 8,481 |
| Drilling | 68,187 | 176,947 | - | 83,829 | - | - | - | 328,963 |
| Engineering | 309 | 5,867 | - | - | - | - | - | 6,176 |
| Equipment | - | 54,732 | - | 20,478 | - | - | - | 75,210 |
| Foreign exchange | 4,336 | 6,598 | 2,739 | - | - | - | (7,203) | 6,470 |
| Geology salaries and consulting | 13,894 | 27,055 | 40,491 | 7,256 | - | - | 6,037 | 94,733 |
| Geophysics airborne and ground | - | - | 361 | - | - | - | - | 361 |
| Labour and expediting | 4,132 | 83,466 | - | 800 | - | - | - | 88,398 |
| Legal | 8,230 | 8,318 | - | - | - | - | 241 | 16,789 |
| Living costs | 662 | 4,189 | - | 7,503 | 656 | - | 1,119 | 14,129 |
| Maps, prints and film | 7 | 611 | - | - | - | - | 66 | 684 |
| Office expenses | 5,101 | 8,447 | - | 5,280 | 63 | - | 758 | 19,649 |
Property holding costs associated with future income taxes | 48,733 | 63,251 | 7,516 | - | - | - | - | 119,500 |
| Storage | 3,454 | 6,481 | - | 5,400 | - | - | 163 | 15,498 |
| Supplies | 470 | 745 | 103 | - | - | - | 117 | 1,435 |
| Travel and transportation | 3,334 | 9,281 | - | 5,703 | - | - | 3,842 | 22,160 |
| | | | | | | | | |
| Exploration costs for the year | 245,525 | 583,614 | 71,218 | 140,433 | 719 | - | 19,525 | 1,061,034 |
| | | | | | | | | |
Mineral properties written-off for the year | - | - | - | (346,297) | (520,149) | (12,176) | (254,658) | (1,133,280) |
| | | | | | | | | |
| Balance, July 31, 2005 | 699,999 | 908,536 | 107,948 | - | - | - | - | 1,716,483 |
PRINCIPAL PROPERTIES
Rodeo, Mexico
In fiscal 2003, the company acquired through staking a 100% interest in the Rodeo property located 150 kilometers north of Durango, Mexico. The property is subject to a finder’s fee consisting of US$5,000 on acquisition; the greater of US$5,000 every six months thereafter or 2% of all direct exploration expenditures and a 0.25% net smelter royalty. The maximum amount payable in respect of this finder’s fee is US$500,000. The property is also subject to a right of first offer (note 12 (a)).
Canplats Resources Corporation(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended July 31, 2006, 2005 and 2004
(expressed in Canadian dollars, unless otherwise stated)
3. MINERAL PROPERTY COSTS (continued)
Yerbabuena, Mexico
In fiscal 2003, the company entered into a lease with an option to purchase agreement for a 100% interest in the Yerbabuena epithermal gold prospect located approximately 150 kilometres north-northwest of Durango, Mexico. The property is subject to a 2% net smelter royalty.
Under the terms of the agreement with La Cuesta International, Inc. (“LCI”), owner of the Yerbabuena property, the company may make staged payments totalling US$62,500 over three years and US$30,000 annually thereafter, plus applicable taxes, to lease the property. On commencement of commercial production on the property, the company is to pay the greater of US$25,000 per quarter and a 2% net smelter royalty. The company may purchase the property for a total consideration of US$2,000,000 less all lease payments paid under the agreement. The property is also subject to a right of first offer (note 12 (a)).
El Rincon, Mexico
In fiscal 2004, the company acquired, by staking, the El Rincon gold project in Durango, Mexico, subject to a finder’s fee to LCI.
Under the terms of the agreement with LCI, dated August 24, 2004, but effective May 3, 2004, the company is required to pay LCI US$5,000 on signing the agreement (paid); every six months commencing May 3, 2004, the greater of US$5,000 and 2% of direct exploration expenditures made for the benefit of the property; and, on commencement of commercial production on the property, a 0.25% net smelter return royalty; provided that the maximum amount payable to LCI for the El Rincon property is US$2,000,000.
On and prior to the company expending US$1.5 million on the property, Silver Standard Resources Inc. can earn a 51% interest in El Rincon by incurring expenditures equal to two times the company’s accrued acquisition and exploration expenditures (note 12(a)).
Mecatona, Mexico
In fiscal 2006, the company acquired, by a combination of option agreements and staking, four claim blocks for a 100% interest in the Mecatona property located in the Mecatona gold/silver district in the state of Chihuahua, Mexico located approximately 20 kilometres south of Parral.
For two claim blocks, the company agreed to pay, under separate option agreements, two private owners an aggregate of US$15,000 on signing (paid). Subsequent option payments for one of these claim blocks are US$10,000 on November 25, 2006, US$20,000 on November 25, 2007, US$215,000 on November 25, 2008 and 1% net smelter return capped at US$250,000. For the other claim block, subsequent option payments are US$20,000 on November 26, 2006, US$30,000 on November 26, 2007, US$50,000 on November 26, 2008, $90,000 on November 26, 2009 and US$800,000 on November 26, 2010. The company acquired the other two claim blocks by staking.
Under the terms of the agreement with LCI, the company is required to pay LCI US$5,000 on acquisition of the property (paid); every six months, the greater of US$5,000 and 2% of direct exploration expenditures made for the benefit of the property; and, on commencement of commercial production on the property, a 0.25% net smelter return royalty; provided that the maximum amount payable to LCI for the Mecatona property is US$2,000,000.
Canplats Resources Corporation(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended July 31, 2006, 2005 and 2004
(expressed in Canadian dollars, unless otherwise stated)
3. MINERAL PROPERTY COSTS(continued)
On and prior to the company expending US$1.5 million on the property, Silver Standard Resources Inc. (“Silver Standard”), a company in which two directors are also directors of the company, can earn a 51% interest in Mecatona by incurring expenditures equal to two times the company’s accrued acquisition and exploration expenditures (note 12(a)).
Other, Mexico
In fiscal 2006, the company acquired, by staking, the Maijoma and Agua de la Loca properties in the state of Chihuahua, Mexico.
Under the terms of the agreement with LCI, the company is required to pay LCI US$5,000 on acquisition of the property; every six months, the greater of US$5,000 and 2% of direct exploration expenditures made for the benefit of the property; and, on commencement of commercial production on the property, a 0.25% net smelter return royalty; provided that the maximum amount payable to LCI for the Mecatona property is US$2,000,000.
Grand Bay, Canada
The company had an option to acquire from Canadian Golden Dragon Resources Ltd. up to a 75% interest in 5 mineral claims (76 units) by paying Golden Dragon $26,000 (paid) over two years and spending a total of $500,000 in exploration by June 30, 2003. In January 2002, the company met its obligations and earned a 50% interest in the property by incurring $100,000 in exploration on the property, but failed to spend the $500,000 by June 30, 2003. Based on exploration results, the property was abandoned and $346,297 in costs was written-off during fiscal 2005.
Geikie, Canada
The company had an agreement to acquire a 100% interest in 7 mineral claims (108 units) near Cheeseman and Kitchen Lake area, by an initial cash payment of $10,000 (paid) and the requirement to issue a total of 100,000 common shares (issued) in four equal installments of 25,000 shares in six month intervals, and the granting of a 1% NSR which may be repurchased by the company for $500,000. Based on exploration results, the property was abandoned and $520,149 in costs was written-off during fiscal 2005.
Stucco, Canada
The company had a 100% interest in a 16 unit claim that was purchased by the issuance of 50,000 common shares. The vendors retain a 2% NSR of which 1% could be purchased for $1,000,000 and the remaining 1% could be purchased on a right of first refusal basis.
In September 2001, the company signed an option agreement with Platinum Group Metals Ltd. (“PGM”) whereby PGM can earn up to a 60% interest in the Stucco property. Under the terms of the agreement, PGM can earn a 51% interest in the property through cash payments totalling $65,000 ($40,000 paid) and exploration and development expenditures of $1,000,000 over four years. In fiscal 2004 PGM terminated the option agreement. Based on exploration results, the property was abandoned and $12,176 in costs was written-off during fiscal 2005.
Canplats Resources Corporation(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended July 31, 2006, 2005 and 2004
(expressed in Canadian dollars, unless otherwise stated)
3. MINERAL PROPERTY COSTS (continued)
Santa Lucia, Mexico
In October 2003, the company acquired by staking a 100% interest in the 4,550-hectare Santa Lucia gold prospect located in Baja California Norte, Mexico, subject to the payment of a finder’s fee to LCI. Under an agreement dated October 3, 2003, the company was required to pay LCI a finder’s fee in respect of its acquisition of the Santa Lucia prospect of US$15,000 on signing the agreement (paid); US$5,000 on or before December 12, 2003 (paid); every six months commencing June 12, 2004, the greater of US$5,000 and 2% of direct exploration expenditures made for the benefit of the property. Based on exploration results, the property was abandoned and $254,658 in costs was written-off during fiscal 2005.
4. PROPERTY, PLANT AND EQUIPMENT
| | | | 2006 | 2005 |
| | Cost $ | Accumulated Amortization $ | Net Book Value $ | Net Book Value $ |
| | | | | |
| Automotive equipment | - | - | - | 20,486 |
| Office equipment | - | - | - | 821 |
| Mining equipment | - | - | - | 711 |
| | - | - | - | 22,018 |
During fiscal 2006, the company sold its assets at net book value to a related company (note 8).
Canplats Resources Corporation(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended July 31, 2006, 2005 and 2004
(expressed in Canadian dollars, unless otherwise stated)
5. SHARE CAPITAL
Authorized: Unlimited common shares without par value.
The company had the following shares issued and outstanding:
| | | Number of Shares | | $ | |
Balance, July 31, 2003 | | | 16,997,303 | | | 8,722,470 | |
| For cash: | | | | | | | |
Private placement | | | 5,400,000 | | | 1,350,000 | |
Exercise of options | | | 75,000 | | | 26,250 | |
Exercise of agent’s options | | | 750,000 | | | 75,000 | |
Exercise of warrants | | | 5,770,000 | | | 1,158,000 | |
| Value assigned to options exercised | | | - | | | 49,150 | |
| Share issue costs settled with shares | | | 150,000 | | | 37,500 | |
| Correction relating to fractional units | | | 3 | | | - | |
Share issue costs | | | - | | | (151,150 | ) |
Balance, July 31, 2004 | | | 29,142,306 | | | 11,267,220 | |
| For cash: | | | | | | | |
Private placement (a) | | | 250,000 | | | 100,000 | |
Exercise of options | | | 50,000 | | | 5,500 | |
| Value assigned to options exercised | | | - | | | 3,800 | |
| Flow-through shares - future income tax recovery (note 9(d)) | | | - | | | (35,600 | ) |
Share issue costs | | | - | | | (675 | ) |
| Balance, July 31, 2005 | | | 29,442,306 | | | 11,340,245 | |
For cash: | | | | | | | |
| Private placements (b) and (c) | | | 10,150,000 | | | 1,418,216 | |
| Exercise of options | | | 50,000 | | | 5,500 | |
| Exercise of warrants | | | 105,000 | | | 26,250 | |
| Value assigned to options exercised | | | - | | | 3,800 | |
| Value assigned to warrants exercised | | | - | | | 9,752 | |
| Shares issued for finder’s fees | | | 580,500 | | | 80,716 | |
| Share issue costs | | | - | | | (159,190 | ) |
| Balance, July 31, 2006 | | | 40,327,806 | | | 12,725,289 | |
As at July 31, 2006 and 2005, the company had no shares subject to escrow agreements.
| (a) | In October 2004, the company closed a private placement consisting of 250,000 flow-through shares at $0.40 per share. Total proceeds of $100,000 relating to the flow-through financing were received. |
Canplats Resources Corporation(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended July 31, 2006, 2005 and 2004
(expressed in Canadian dollars, unless otherwise stated)
5. SHARE CAPITAL (continued)
| (b) | In January 2006, the company completed a private placement of 5,150,000 units at a price of $0.20 per unit for gross proceeds of $1,030,000. The gross proceeds were assigned values of $790,840 to the shares and $239,160 to the warrants. Each unit consisted of one common share and one half of a common share purchase warrant. Each full warrant entitled the holder to purchase one additional common share at a price of $0.25 in year one or $0.35 in year two, provided that if the shares of the company trade for a period of 20 consecutive days (after the expiry of the four month hold period) at or above $0.35 per share in year one or $0.45 per share in year two on the TSX Venture Exchange, the warrant holders will be required to exercise their warrants. A finder’s fee of 6% (280,500 units valued at $56,100) was paid in units on a portion of the placement. The values assigned to these finder’s fee units was $43,073 to the shares and $13,027 to the warrants (note 15). |
| (c) | In June 2006, the company completed a private placement of 5,000,000 units at a price of $0.20 per unit for gross proceeds of $1,000,000. The gross proceeds were assigned values of $627,376 to the shares and $372,624 to the warrants. Each unit consisted of one common share and one common share purchase warrant. Each warrant entitled the holder to purchase one additional common share at a price of $0.25 for two years, provided that if the shares of the company trade for a period of 20 consecutive days (after the expiry of the four month hold period) at or above $0.40 per share on the TSX Venture Exchange, the warrant holders will be required to exercise their warrants. A finder’s fee of 6% (300,000 units valued at $60,000) was paid in units on a portion of the placement. The values assigned to these finder’s fee units was $37,643 to the shares and $22,357 to the warrants. A further 10% in broker’s fees (500,000 warrants) was paid in warrants relating to this placement. The values assigned to these broker’s fee warrants was $37,262. |
The fair value of the common share purchase warrants issued as part of the private placements in fiscal 2006 were based on the Black-Scholes pricing model, using the following weighted average assumptions:
| Expected dividend yield (%) | Nil |
| Risk-free interest rate (%) | 4.1 |
| Term to expiry (years) | 2.0 |
| Expected volatility (%) | 99.2 |
Warrant and option pricing models require the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore, the existing models do not necessarily provide a reliable measure of the fair value of the company’s warrants and stock options.
6. STOCK OPTIONS
The company has a comprehensive share option plan for its employees, directors, officers and consultants. The plan provides for the issuance of incentive options to acquire up to a total of 10% of the issued and outstanding common shares of the company. The exercise price of each option shall not be less than the closing market price of the company’s stock on the award date. The options can be granted for a maximum term of 5 years with vesting provisions determined by the company.
Canplats Resources Corporation(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended July 31, 2006, 2005 and 2004
(expressed in Canadian dollars, unless otherwise stated)
6. STOCK OPTIONS (continued)
During 2006, 1,170,000 in options expired. The value assigned to these options of $251,450 has been reclassified to contributed surplus.
Stock options issued are as follows:
| | | 2006 | | 2005 | | 2004 |
| | Number of Shares | Weighted Average Exercise Price $ | Number of Shares | Weighted Average Exercise Price $ | Number of Shares | Weighted Average Exercise Price $ |
| Options outstanding | | | | | | |
| at August 1 | 1,830,000 | 0.35 | 1,270,000 | 0.33 | 940,000 | 0.50 |
| Granted | - | - | 610,000 | 0.36 | 405,000 | 0.29 |
| Expired | (1,170,000) | 0.35 | - | - | - | - |
| Exercised | (50,000) | 0.11 | (50,000) | 0.11 | (75,000) | 0.35 |
Options outstanding at July 31 | 610,000 | 0.36 | 1,830,000 | 0.35 | 1,270,000 | 0.33 |
Options exercisable at July 31 | 610,000 | 0.36 | 1,830,000 | 0.35 | 1,190,000 | 0.34 |
The following table summarizes information about stock options outstanding and exercisable at July 31, 2006:
Exercise Price $ | Options Outstanding | Options Exercisable | Expiry Date | Weighted Average remaining life (years) |
| 0.30 | 75,000 | 75,000 | September 16, 2006 | 0.1 |
| 0.37 | 535,000 | 535,000 | January 12, 2008 | 1.5 |
| | 610,000 | 610,000 | | 0.8 |
7. WARRANTS
In the year ended July 31, 2006, 8,515,250 common share purchase warrants were issued relating to two private placements. Of the warrants issued, 7,575,000 were issued for cash of $611,784 and 940,250 were issued for finder’s and broker’s fees. The fair value assigned to the 940,250 warrants issued was $72,646.
During the current year, 5,870,000 warrants expired. The value assigned to these warrants of $65,000 has been reclassified to contributed surplus.
Canplats Resources Corporation(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended July 31, 2006, 2005 and 2004
(expressed in Canadian dollars, unless otherwise stated)
7. WARRANTS (continued)
Warrants issued are as follows:
| | | | | 2006 | | | | 2005 | | | | 2004 | |
| | | Number of Shares | | Weighted Average Exercise Price $ | | Number of Shares | | Weighted Average Exercise Price $ | | Number of Shares | | Weighted Average Exercise Price $ | |
| Warrants outstanding | | | | | | | | | | | | | | | | | | | |
| at August 1 | | | 5,870,000 | | | 0.40 | | | 5,870,000 | | | 0.40 | | | 5,000,000 | | | 0.20 | |
Issued (note 5(b) and 6(b)) | | | 8,515,250 | | | 0.25 | | | - | | | - | | | 6,640,000 | | | 0.38 | |
| Expired | | | (5,870,000 | ) | | 0.40 | | | - | | | - | | | - | | | - | |
| Exercised | | | (105,000 | ) | | 0.25 | | | - | | | - | | | 5,770,000 | | | 0.20 | |
Warrants outstanding at July 31 | | | 8,410,250 | | | 0.25 | | | 5,870,000 | | | 0.40 | | | 5,870,000 | | | 0.40 | |
The following table summarizes information about warrants outstanding and exercisable at July 31, 2006:
Exercise Price $ | | Warrants Outstanding | | Expiry Date | | Weighted Average remaining life (years) |
| 0.25 | | 2,610,250 | | January 26, 2008 | | 1.5 |
| 0.25 | | 5,800,000 | | July 20, 2008 | | 2.0 |
| | | 8,410,250 | | | | 1.8 |
8. RELATED PARTY TRANSACTIONS
The company paid or accrued $312,300 (2005 - $246,800) in geological support, management and administration expenses to Silver Standard Resources Inc., a company of which two directors are also directors of the company. During fiscal 2006, the company sold its property, plant and equipment to a related company for proceeds of $19,722. Included in amounts payable at July 31, 2006 is $47,469 (2005 - $87,530) payable to Silver Standard. Any amounts payable to related parties are non-interest bearing and without specific terms of repayment. Any transactions for expense reimbursement or asset sales with related parties are at normal business terms.
9. INCOME TAXES
(a) | The income taxes shown on the consolidated statements of loss and deficit differs from the amounts obtained by applying statutory rates due to the following: |
Canplats Resources Corporation(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended July 31, 2006, 2005 and 2004
(expressed in Canadian dollars, unless otherwise stated)
9. INCOME TAXES (continued)
| | | 2006 | | 2005 | | 2004 | |
| | | $ | | $ | | $ | |
| | | | | | | | |
| Statutory tax rate | | | 34.1 | % | | 35.6 | % | | 36.5 | % |
| | | | | | | | | | | |
| Loss for the year before taxes | | | (335,568 | ) | | (1,493,747 | ) | | (1,270,193 | ) |
| Provision for income taxes based on statutory rates | | | (114,500 | ) | | (531,800 | ) | | (463,600 | ) |
| Non deductible expenses and adjustment for income tax | | | 22,500 | | | 431,400 | | | 370,600 | |
| Future income tax recovery | | | - | | | 35,600 | | | - | |
Unrecognized benefit of net operating losses carried forward | | | 92,000 | | | 100,400 | | | 93,000 | |
| - | | | | | | 35,600 | | | - | |
(b) Future income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the company’s future tax assets and liabilities as of July 31 are as follows:
| | | 2006 | | 2005 | |
| | | $ | | $ | |
| Future tax assets: | | | | | | | |
| Mineral properties | | | 1,445,600 | | | 1,737,000 | |
| Finance charge | | | 55,100 | | | 21,000 | |
| Non-capital losses | | | 436,600 | | | 373,000 | |
| | | | 1,937,300 | | | 2,131,000 | |
| Future tax liability: | | | | | | | |
| Mineral properties | | | (200,200 | ) | | (119,500 | ) |
| | | | | | | | |
| Valuation allowance | | | (1,937,300 | ) | | (2,131,000 | ) |
| Net future tax liability | | | (200,200 | ) | | (119,500 | ) |
The potential income tax benefit of these losses and tax pool balances have been offset by a valuation allowance.
(c) As of July 31, 2006, the company has approximately $1,279,600 in operating losses, $4,887,100 in accumulated Canadian and foreign exploration and development expenditures and $161,700 in unclaimed share issuance costs available to reduce future taxable income. The potential benefit of these losses has not been reflected in these consolidated financial statements. The operating losses expire as follows:
Canplats Resources Corporation(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended July 31, 2006, 2005 and 2004
(expressed in Canadian dollars, unless otherwise stated)
9. INCOME TAXES (continued)
| | $ |
| 2007 | 26,800 |
| 2008 | 168,300 |
| 2009 | 145,200 |
| 2010 | 123,600 |
| 2014 | 255,200 |
| 2015 | 304,700 |
| 2016 | 255,800 |
| | 1,279,600 |
(d) | During 2005, flow-through shares totalling $100,000 were issued, which funds were required to be spent on certain Canadian exploration expenditures. Because the company no longer had the ability to use the expenditures for tax purposes, the company was required to record a future tax liability, which was equal to the renunciation times the corporation tax rate when expenditures are renounced. However, because the company had unused tax losses and resource pools in excess of the renunciation, the company was able to reduce its valuation allowance with respect to these unused tax losses and resource pools and, as a consequence, a $35,600 future income tax recovery was recorded in fiscal 2005. |
10. SUPPLEMENTAL CASH FLOW INFORMATION
| | | | | | | | |
| | | 2006 | | 2005 | | 2004 | |
| | | $ | | $ | | $ | |
Non-cash financing activities | | | | | | | |
| Share issue costs | | | (153,362 | ) | | - | | | (102,500 | ) |
| Share capital issued for finder’s fees | | | 80,716 | | | - | | | 37,500 | |
11. SEGMENTED INFORMATION
The company operates in one industry segment which is the acquisition and exploration of mineral properties. Segment assets by geographic location are as follows:
| | July 31, 2006 |
| | Canada $ | Mexico $ | Total $ |
| Loss for the year | (287,016) | (48,552) | (335,568) |
| Total assets | 2,249,668 | 1,821,002 | 4,070,670 |
| | July 31, 2005 |
| | Canada $ | Mexico $ | Total $ |
| Loss for the year | (1,363,582) | (130,165) | (1,493,747) |
| Total assets | 405,578 | 1,920,433 | 2,326,011 |
Canplats Resources Corporation(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended July 31, 2006, 2005 and 2004
(expressed in Canadian dollars, unless otherwise stated)
12. COMMITMENTS
| (a) | The company has granted to Silver Standard a right of first offer on the company’s Rodeo and Yerbabuena properties, which properties were referred to the company by Silver Standard. Under the terms of the right of first offer, if the company intends to dispose of an interest in any referred property, the company must give Silver Standard the first opportunity to acquire the interest. |
Effective March 24, 2004, the company granted Silver Standard a one-time right to acquire a 51% interest in any property referred to the company by Silver Standard that is subsequently acquired by the company. This one-time right to acquire replaces the right of first offer and, in order to exercise the right in respect of any property, Silver Standard must (a) exercise the right prior to, or on, the company incurring US$1.5 million in exploration expenditures on the property and (b) incur exploration expenditures equal to twice the acquisition and exploration expenditures incurred by the company on the property at the time of exercise. The El Rincon and Mecatona properties (note 3) are subject to this back-in right.
| (b) | In June 2003, the company entered into an agreement with a non-related company to provide financial public relations services. The company pays a monthly amount ranging up to $8,500 per month plus approved expenses solely in cash, for financial public relations services, communications materials and travel. The agreement is now month-to-month, subject to a 30-day termination notice. |
| (c) | Mineral property commitments, all of which are optional, are described in note 3. |
13. FINANCIAL INSTRUMENTS
The estimated fair values of cash and cash equivalents, receivables, accounts payables and accrued liabilities and amounts due to related parties approximate book values due to the short-term nature of these instruments.
(b) Foreign exchange risk
Foreign exchange risk arises from foreign currency fluctuations. The company does not use any derivative instruments to reduce its exposure to fluctuations in foreign currency exchange rates.
Financial instruments that potentially subject the company to credit risk consist of cash and cash equivalents and receivables. The company deposits cash and cash equivalents with high-credit, quality financial institutions.
14. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) |
These consolidated financial statements are prepared in accordance with Canadian GAAP which differs in certain respects from those applicable in the U.S. GAAP and from the practice promulgated by the United States Securities and Exchange Commission (SEC). Any significant measurement differences between Canadian and U.S. GAAP as they pertain to the accompanying consolidated financial statements are as follows:
Canplats Resources Corporation(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended July 31, 2006, 2005 and 2004
(expressed in Canadian dollars, unless otherwise stated)
14. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (continued) |
| | (a) | Mining and mineral property assets |
| | | SEC staff have interpreted U.S. GAAP to require that mineral property exploration and land use costs must be expensed as incurred, until commercially mineable deposits are determined to exist within a particular property. Accordingly, for U.S. GAAP purposes, for all periods presented, the company has expensed all land use costs for mineral properties and deferred exploration costs, that have been incurred by the company, for which commercially mineable revenues do not exist. Under Canadian GAAP, such costs have been deferred. |
For Canadian GAAP, cash flows relating to mineral property exploration and land use costs are reported as investing activities. For U.S. GAAP, these costs would be characterized as operating activities.
| | (b) | Stock based compensation |
Effective August 1, 2005, the company adopted Statement of Financial Accounting Standard (SFAS) No. 123R, “Share Based Payment”. SFAS 123R is a revision of SFAS No. 123 “Accounting for Stock-Based Compensation”. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. SFAS 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions.
SFAS 123R does not change the accounting guidance for share-based payment transactions with parties other than employees provided in SFAS 123 as originally issued. SFAS 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award - the requisite service period. Upon adoption of SFAS 123R, there was no cumulative affect adjustment required and no differences exist between the accounting treatment between Canadian and U.S. GAAP.
| | (c) | Flow-through equity financing |
Under Canadian income tax legislation, a company is permitted to issue shares whereby the company agrees to incur qualifying expenditures and renounce the related income tax deductions to the investors. The company has accounted for the issue of flow-through shares by reducing shareholders’ equity and recognizing a future income tax liability for the amount of tax credits renounced to the investors in accordance with Canadian GAAP. This future tax liability was subsequently reduced to $nil by the reversal of a portion of the valuation allowance relating to previously unrecognized future tax assets. This resulted in a future tax recovery for Canadian GAAP purposes in 2005.
Under U.S. GAAP, no such future tax liability would arise and, accordingly, there would be no associated future income tax liability.
| | (d) | Prior year restatement |
Certain of the comparative numbers in this Canadian to U.S. GAAP reconciliation note have been restated to reflect errors in the previous year’s presentation. As a result of this restatement, shareholders’ equity under U.S. GAAP increased by $119,500 and loss for the year under U.S. GAAP decreased by $83,900. Basic and diluted loss per share under U.S. GAAP was not impacted by this restatement.
Canplats Resources Corporation(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended July 31, 2006, 2005 and 2004
(expressed in Canadian dollars, unless otherwise stated)
14. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (continued)
| | (e) | The effect of the significant measurement differences between Canadian GAAP and U.S. GAAP on the amounts reported in the consolidated balance sheets, statements of loss and deficit and cash flows are as follows: |
| | | | | | |
Balance Sheets As at July 31 | | 2006 $ | | As Restated 2005 $ | |
| Assets under Canadian GAAP | | | 4,070,670 | | | 2,326,011 | |
| Mineral property exploration and development (a) | | | (2,394,421 | ) | | (1,716,483 | ) |
| Assets under U.S. GAAP | | | 1,676,249 | | | 609,528 | |
| Liabilities under Canadian GAAP | | | 286,001 | | | 261,696 | |
| Future income tax liability (a) | | | (200,200 | ) | | (119,500 | ) |
Liabilities under U.S. GAAP | | | 85,801 | | | 142,196 | |
| Shareholders’ equity under Canadian GAAP | | | 3,784,669 | | | 2,064,315 | |
| Mineral property exploration and development (a) | | | (2,394,421 | ) | | (1,716,483 | ) |
| Future income tax liability (a) | | | 200,200 | | | 119,500 | |
| Shareholders’ equity under U.S. GAAP | | | 1,590,448 | | | 467,332 | |
| | | | | | | | |
| | |
Statements of Operations | |
Years ended July 31 | | 2006 $ | | As Restated 2005 $ | | 2004 $ | |
| Loss for the year, Canadian GAAP | | | 335,568 | | | 1,493,747 | | | 1,270,193 | |
| Flow-through shares | | | - | | | 6,250 | | | - | |
| Mineral property exploration costs (note 3) | | | 597,238 | | | 1,006,532 | | | 994,182 | |
| Future income tax recovery (note 9) | | | - | | | 35,600 | | | - | |
| Mineral property costs written off for the year | | | - | | | (1,133,280 | ) | | (745,151 | ) |
Loss and comprehensive loss for the year, U.S. GAAP | | | 932,806 | | | 1,408,849 | | | 1,519,224 | |
Weighted average number of shares outstanding | | | 32,390,739 | | | 29,348,744 | | | 22,856,098 | |
| Loss per share, basic and diluted under U.S. GAAP | | | (0.03 | ) | | (0.05 | ) | | (0.07 | ) |
Canplats Resources Corporation(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended July 31, 2006, 2005 and 2004
(expressed in Canadian dollars, unless otherwise stated)
14. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (continued)
| | | | | | | | |
Statements of Cash Flows | | | | | | | |
Cash used in operating activities under Canadian GAAP | | | 376,708 | | | 201,617 | | | 380,624 | |
Mineral property exploration and development expenditures (a) | | | 594,942 | | | 997,369 | | | 994,182 | |
Cash used in operating activities, under U.S. GAAP | | | 971,650 | | | 1,198,986 | | | 1,374,806 | |
Cash generated by financing activities, under Canadian and U.S. GAAP | | | 2,055,922 | | | 104,825 | | | 2,560,600 | |
Cash used in investing activities, under Canadian GAAP | | | 575,220 | | | 997,369 | | | 1,025,363 | |
Mineral property exploration and development expenditures (a) | | | (594,942 | ) | | (997,369 | ) | | (994,182 | ) |
Cash used in (from) investing activities, under U.S. GAAP | | | (19,722 | ) | | - | | | 31,181 | |
Cash and cash equivalents end of year, under Canadian and U.S. GAAP | | | 1,590,245 | | | 486,251 | | | 1,580,412 | |
| | (f) | Impact of recent United States accounting pronouncements |
| | (i) | In July 2006, FASB released FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, and interpretation of FASB Statement No. 109” (FIN 48). FIN 48 prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return (including a decision whether to file or not file a return in a particular jurisdiction). Under the Interpretation, the financial statements will reflect expected future tax consequences of such positions presuming the taxing authorities’ full knowledge of the position and all relevant facts, but without considering time values. The Interpretation also revises disclosure requirements and introduces a prescriptive, annual, tabular roll-forward of the unrecognized tax benefits. It is effective for fiscal years beginning after December 15, 2006. |
| | (ii) | On June 1, 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections”, a replacement of APB Opinion No. 20, “Accounting Changes”, and FASB Statement No. 3, “Reporting Accounting Changes in Interim Financial Statements”. SFAS 154 requires retrospective application to prior periods’ financial statements of any change in accounting principle unless it is impracticable to do so. This is a change from the existing practice that requires most accounting changes to be accounted for by including in net income in the period of the change the cumulative effect of changing to the new accounting principle. SFAS 154 will be effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The company will apply this standard for U.S. GAAP purposes for the year ended July 31, 2007. |
Canplats Resources Corporation(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended July 31, 2006, 2005 and 2004
(expressed in Canadian dollars, unless otherwise stated)
15. SUBSEQUENT EVENT
Subsequent to the year-end, the company gave notice to the warrant holders that were part of the January, 2006 private placement that the shares of the company traded for a period of 20 consecutive days at a price at or above $0.35 per share. The warrant holders were required to exercise their warrants within 30 days of receipt of this notice or the warrants would lapse. As a result, 2,607,250 warrants were exercised at a price of $0.25 for total proceeds of $651,812. A total of 3,000 warrants expired.
- END OF FINANCIAL STATEMENTS -
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| | Canplats Resources Corporation |
| | By: "R.E. Gordon Davis" |
Date: January 23, 2007 | R.E. Gordon Davis, President & Director |
CERTIFICATION
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, R.E. Gordon Davis, certify that:
| 1. | I have reviewed this annual report on Form 20-F of Canplats Resources Corporation; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
| 4. | The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) [omitted pursuant to Transition Period provisions at Section III of Release 34-47986 of the Securities and Exchange Commission entitled "Management's Reports on Internal Control over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports"] for the company and have: |
| | (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| | (b) | [omitted pursuant to Transition Period provisions at Section III of Release 34-47986 of the Securities and Exchange Commission entitled "Management's Reports on Internal Control over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports"]; |
| | (c) | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| | (d) | Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
| 5. | The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): |
| | (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
| | (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
Date: January 23, 2007
"R.E. Gordon Davis"
______________________________
R.E. Gordon Davis
President
CERTIFICATION
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ross A. Mitchell, certify that:
| 1. | I have reviewed this annual report on Form 20-F of Canplats Resources Corporation; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
| 4. | The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) [omitted pursuant to Transition Period provisions at Section III of Release 34-47986 of the Securities and Exchange Commission entitled "Management's Reports on Internal Control over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports"] for the company and have: |
| | (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| | (b) | [omitted pursuant to Transition Period provisions at Section III of Release 34-47986 of the Securities and Exchange Commission entitled "Management's Reports on Internal Control over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports"]; |
| | (c) | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| | (d) | Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
| 5. | The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): |
| | (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
| | (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
Date: January 23, 2007
"Ross A. Mitchell"
Ross A. Mitchell
Vice President, FinanceCERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 20-F of Canplats Resources Corporation for the year ended July 31, 2006, as filed with the Securities and Exchange Commission on the date hereof (the “Amended Annual Report”), I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the registrant. |
Date: January 23, 2007
"R.E. Gordon Davis"
______________________________
R.E. Gordon Davis
President
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 20-F of Canplats Resources Corporation for the year ended July 31, 2006, as filed with the Securities and Exchange Commission on the date hereof (the “Amended Annual Report”), I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the registrant. |
Date: January 23, 2007
"Ross A. Mitchell"
Ross A. Mitchell
Vice President, Finance
