Consolidated Financial Statements
FRONTEER GOLD INC.
(FORMERLY FRONTEER DEVELOPMENT GROUP INC.)
(AN EXPLORATION STAGE COMPANY)
Nine months ended September 30, 2010 and 2009
(Expressed in thousands of Canadian dollars)
FRONTEER GOLD INC.
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 2010
NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS
Under National Instrument 51-102, Part 4, subsection 4.3 (3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.
The accompanying unaudited interim financial statements of the Company have been prepared by, and are the responsibility of, the Company’s management.
The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an auditor.
FRONTEER GOLD INC. (formerly Fronteer Development Group Inc.) |
(AN EXPLORATION STAGE COMPANY) |
Consolidated Balance Sheets |
(Expressed in thousands of Canadian dollars - unaudited) |
| | September 30, | | | December 31, | |
| | 2010 | | | 2009 | |
| | | | | | |
Assets | | | | | | |
Current assets: | | | | | | |
Cash | $ | 93,411 | | $ | 56,682 | |
Short-term deposits | | 69,732 | | | 90,630 | |
Restricted cash | | - | | | 589 | |
Accounts receivable and other | | 2,654 | | | 1,411 | |
| | 165,797 | | | 149,312 | |
Property & equipment | | 11,953 | | | 5,363 | |
Long term investments (Note 6) | | 9,265 | | | 16,662 | |
Reclamation deposits | | 3,831 | | | 3,578 | |
Exploration properties and deferred exploration expenditures (Note 7) | | 317,887 | | | 332,739 | |
Equity investments in Turkish Properties (Note 8) | | 2,233 | | | 13,530 | |
| $ | 510,966 | | $ | 521,184 | |
Liabilities and Shareholders' Equity | | | | | | |
Current liabilities: | | | | | | |
Accounts payable and accrued liabilities | $ | 4,856 | | $ | 4,155 | |
Due to joint venture partner | | 8 | | | 541 | |
Asset retirement obligations | | 52 | | | 123 | |
| | 4,916 | | | 4,819 | |
Due to joint venture partner | | 201 | | | 201 | |
Asset retirement obligations | | 1,064 | | | 1,057 | |
Future income taxes | | 34,704 | | | 50,180 | |
Other long-term liability (Note 8) | | 5,173 | | | - | |
Shareholders' Equity | | | | | | |
Share capital (Note 9) | | 430,137 | | | 425,397 | |
Contributed surplus | | 35,907 | | | 31,278 | |
Accumulated other comprehensive income (loss) | | 2,752 | | | (712 | ) |
Retained earnings (accumulated deficit) | | (3,888 | ) | | 8,964 | |
| | 464,908 | | | 464,927 | |
| $ | 510,966 | | $ | 521,184 | |
Nature of operations (Note 1)
Subsequent events (Notes 7 and 12)
Commitments (Note 10)
The accompanying notes form an integral part of these consolidated financial statements
Approved by the Board of Directors:
"Jo Mark Zurel" | | "George Bell" |
Director | | Director |
FRONTEER GOLD INC. (formerly Fronteer Development Group Inc.) |
(AN EXPLORATION STAGE COMPANY) |
Consolidated Statements of Operations |
(Expressed in thousands of Canadian dollars, except per share amounts - unaudited) |
| | Three months ended September 30, | | | Nine months ended September 30, | |
| | 2010 | | | 2009 | | | 2010 | | | 2009 | |
| | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | |
Write-down of exploration properties and deferred exploration expenditures (Note 7) | $ | 33,676 | | $ | 3,610 | | $ | 34,486 | | $ | 4,224 | |
Stock-based compensation | | 733 | | | 599 | | | 5,049 | | | 3,855 | |
Wages and benefits | | 1,237 | | | 1,231 | | | 3,923 | | | 3,674 | |
Office and general | | 617 | | | 843 | | | 2,370 | | | 2,428 | |
Professional fees | | 500 | | | 787 | | | 1,613 | | | 2,118 | |
Property investigation | | 187 | | | 595 | | | 1,471 | | | 1,690 | |
Investor relations, promotion and advertising | | 738 | | | 167 | | | 1,415 | | | 983 | |
Amortization | | 132 | | | 159 | | | 354 | | | 370 | |
Listing and filing fees | | 6 | | | 11 | | | 236 | | | 269 | |
Liability accretion | | 44 | | | 13 | | | 132 | | | 42 | |
Disposal of capital assets | | 2 | | | 65 | | | 77 | | | 119 | |
Site restoration | | 26 | | | - | | | 38 | | | - | |
| | | | | | | | | | | | |
Loss from operations | | 37,898 | | | 8,080 | | | 51,164 | | | 19,772 | |
| | | | | | | | | | | | |
Other income (expenses): | | | | | | | | | | | | |
Gain on sale of equity investment in Turkish properties (Note 8) | | - | | | - | | | 18,758 | | | - | |
Interest income | | 860 | | | 1,254 | | | 2,384 | | | 3,316 | |
Foreign exchange gain (loss) | | 838 | | | 3,210 | | | 906 | | | 6,024 | |
Other income | | 269 | | | 178 | | | 576 | | | 229 | |
Change in fair value of financial instruments | | 557 | | | 4,982 | | | 557 | | | 5,391 | |
Equity loss of Aurora Energy Resources Inc. | | - | | | - | | | - | | | (904 | ) |
Equity income (loss) from Turkish Properties | | (7 | ) | | (1 | ) | | (74 | ) | | 6 | |
Loss on sale of mineral property | | - | | | - | | | (108 | ) | | - | |
Gain (loss) on sale of long-term investments (Note 6) | | 1,109 | | | 9,286 | | | (394 | ) | | 9,286 | |
| | | | | | | | | | | | |
| | 3,625 | | | 18,909 | | | 22,605 | | | 23,348 | |
| | | | | | | | | | | | |
Income (loss) before income taxes | | (34,273 | ) | | 10,829 | | | (28,559 | ) | | 3,576 | |
| | | | | | | | | | | | |
Current income tax expense | | - | | | - | | | - | | | - | |
Future income tax recovery | | 13,116 | | | 1,060 | | | 15,707 | | | 4,347 | |
| | | | | | | | | | | | |
| | 13,116 | | | 1,060 | | | 15,707 | | | 4,347 | |
| | | | | | | | | | | | |
Net income (loss) for the period | $ | (21,157 | ) | $ | 11,889 | | $ | (12,852 | ) | $ | 7,923 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Earnings (loss) per common share, basic | $ | (0.18 | ) | $ | 0.10 | | $ | (0.11 | ) | $ | 0.07 | |
Earnings (loss) per common share, diluted | $ | (0.18 | ) | $ | 0.09 | | $ | (0.11 | ) | $ | 0.07 | |
| | | | | | | | | | | | |
Weighted average number of common shares outstanding | | | | | | | | | | | | |
Basic | | 120,665,914 | | | 118,765,666 | | | 120,249,665 | | | 109,954,684 | |
Diluted | | 120,665,914 | | | 126,257,407 | | | 120,249,665 | | | 111,727,105 | |
The accompanying notes form an integral part of these consolidated financial statements
FRONTEER GOLD INC. (formerly Fronteer Development Group Inc.) |
(AN EXPLORATION STAGE COMPANY) |
Consolidated Statement of Cash Flows |
(Expressed in thousands of Canadian dollars - unaudited) |
| | Three months ended September 30, | | | Nine months ended September 30, | |
| | 2010 | | | 2009 | | | 2010 | | | 2009 | |
| | | | | | | | | | | | |
Cash provided (used for): | | | | | | | | | | | | |
Operating activities: | | | | | | | | | | | | |
Net income (loss) for the period | $ | (21,157 | ) | $ | 11,889 | | $ | (12,852 | ) | $ | 7,923 | |
Items not affecting cash: | | | | | | | | | | | | |
Stock-based compensation | | 733 | | | 599 | | | 5,049 | | | 3,855 | |
Sale of investments | | (1,109 | ) | | (9,286 | ) | | 394 | | | (9,286 | ) |
Write-down of exploration properties and deferred exploration expenditures | | 33,676 | | | 3,610 | | | 34,486 | | | 4,224 | |
Amortization | | 132 | | | 159 | | | 354 | | | 370 | |
Reclamation expenditures | | - | | | 13 | | | - | | | 42 | |
Sale of mineral property | | - | | | - | | | 108 | | | - | |
Liability accretion | | 44 | | | - | | | 132 | | | - | |
Equity income from Turkish properties | | 7 | | | 1 | | | 74 | | | (6 | ) |
Equity in loss of Aurora Energy Resources Inc. | | - | | | - | | | - | | | 904 | |
Disposal of capital assets | | 2 | | | 65 | | | 77 | | | 119 | |
Foreign exchange | | (838 | ) | | (3,210 | ) | | (906 | ) | | (6,024 | ) |
Change in fair value of financial instruments | | (557 | ) | | (4,982 | ) | | (557 | ) | | (5,391 | ) |
Future income taxes | | (13,116 | ) | | (1,060 | ) | | (15,707 | ) | | (4,347 | ) |
Gain on sale of properties | | - | | | - | | | (18,758 | ) | | - | |
Changes in non-cash working capital: | | | | | | | | | | | | |
Accounts receivable and other | | (327 | ) | | 327 | | | (344 | ) | | (25 | ) |
Accounts payable and accrued liabilities | | 188 | | | 993 | | | 195 | | | (1,230 | ) |
Amounts due from related parties | | - | | | - | | | - | | | - | |
| | | | | | | | | | | | |
Cash used in operating activities | | (2,321 | ) | | (882 | ) | | (8,255 | ) | | (8,872 | ) |
| | | | | | | | | | | | |
Financing activities: | | | | | | | | | | | | |
Cash received on exercise of options | | 250 | | | 152 | | | 2,794 | | | 438 | |
Share issue costs | | - | | | - | | | - | | | (211 | ) |
| | | | | | | | | | | | |
Cash provided by financing activities | | 250 | | | 152 | | | 2,794 | | | 227 | |
| | | | | | | | | | | | |
Investing activities: | | | | | | | | | | | | |
Change in accounts receivable and other | | (868 | ) | | 177 | | | (897 | ) | | (52 | ) |
Change in accounts payable and accrued liabilities | | 497 | | | (1,177 | ) | | 507 | | | (2,623 | ) |
Restricted cash | | - | | | (604 | ) | | - | | | (604 | ) |
Cash acquired in acquisition of Aurora | | - | | | (3 | ) | | - | | | 1,990 | |
Reclamation expenditures incurred | | - | | | - | | | (72 | ) | | - | |
Maturity of short-term deposits | | - | | | (3,094 | ) | | 22,803 | | | 1,507 | |
Purchase of investments | | (5,521 | ) | | - | | | (7,771 | ) | | (3,060 | ) |
Proceeds from sale of investments | | 5,575 | | | 11,841 | | | 39,699 | | | 11,841 | |
Proceeds from sale of equity investments in Turkish properties | | - | | | - | | | 16,562 | | | - | |
Proceeds from sale of equipment | | 59 | | | - | | | 59 | | | - | |
Reclamation bonds | | (54 | ) | | (45 | ) | | (214 | ) | | (181 | ) |
Due to joint venture partners | | (1,571 | ) | | 1,415 | | | (533 | ) | | 1,415 | |
Purchase of property and equipment | | (6,566 | ) | | (2,291 | ) | | (7,370 | ) | | (2,733 | ) |
Acquisition of mineral properties (Note 5) | | - | | | - | | | (4,763 | ) | | - | |
Cash received on sale of mineral property | | - | | | - | | | 359 | | | - | |
Investment in Turkish Properties | | (478 | ) | | - | | | (1,322 | ) | | (79 | ) |
Interest in exploration properties and deferred exploration expenditures | | (10,904 | ) | | (8,639 | ) | | (21,108 | ) | | (16,243 | ) |
Recovery of deferred exploration expenditures | | 3,557 | | | 2,725 | | | 7,003 | | | 5,301 | |
| | | | | | | | | | | | |
Cash provided by (used in) investing activities | | (16,274 | ) | | 305 | | | 42,942 | | | (3,521 | ) |
| | | | | | | | | | | | |
Effect of exchange rate difference on cash | | (1,156 | ) | | (504 | ) | | (752 | ) | | (349 | ) |
| | | | | | | | | | | | |
Increase (decrease) in cash | | (19,501 | ) | | (929 | ) | | 36,729 | | | (12,515 | ) |
| | | | | | | | | | | | |
Cash, beginning of period | | 112,912 | | | 19,356 | | | 56,682 | | | 30,942 | |
| | | | | | | | | | | | |
Cash, end of period | $ | 93,411 | | $ | 18,427 | | $ | 93,411 | | $ | 18,427 | |
| | | | | | | | | | | | |
Non-cash investing and financing activities: | | | | | | | | | | | | |
Common stock issued upon acquisition of Aurora | $ | - | | $ | - | | $ | - | | $ | 101,329 | |
Fair value of options issued upon acquisition of Aurora | $ | - | | $ | - | | $ | - | | $ | 3,022 | |
Common stock of Alamos Gold received upon sale of Turkish assets | $ | - | | $ | - | | $ | 20,416 | | $ | - | |
The accompanying notes form an integral part of these consolidated financial statements
FRONTEER GOLD INC. (formerly Fronteer Development Group Inc.) |
(AN EXPLORATION STAGE COMPANY) |
Consolidated Statement of Shareholders' Equity |
(Expressed in thousands of Canadian dollars, except share amounts - unaudited) |
| | Common Shares | | | | | | Accumulated | | | Retained | | | | |
| | | | | | | | | | | Other | | | earnings | | | Total | |
| | | | | | | | Contributed | | | Comprehensive | | | (accumulated | | | Shareholders' | |
| | Shares | | | Amount | | | Surplus | | | Income (Loss) | | | deficit) | | | Equity | |
| | # | | | $ | | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | | | | | | | |
Balance as at December 31, 2008 | | 83,551,050 | | | 321,201 | | | 23,731 | | | - | | | (6,397 | ) | | 338,535 | |
| | | | | | | | | | | | | | | | | | |
Shares issued in Aurora acquisition | | 34,940,890 | | | 101,329 | | | - | | | - | | | - | | | 101,329 | |
Share issue costs | | - | | | (211 | ) | | - | | | - | | | - | | | (211 | ) |
Recognition of future income tax effect of share issue costs | | - | | | 57 | | | - | | | - | | | - | | | 57 | |
Exercise of stock options | | 295,024 | | | 726 | | | (288 | ) | | - | | | - | | | 438 | |
Stock-based compensation | | - | | | - | | | 8,007 | | | - | | | - | | | 8,007 | |
Other comprehensive income | | - | | | - | | | - | | | 56 | | | - | | | 56 | |
Recognition of future tax liability on long term investments | | - | | | - | | | - | | | (5 | ) | | - | | | (5 | ) |
Net income for the period | | - | | | - | | | - | | | - | | | 7,923 | | | 7,923 | |
| | | | | | | | | | | | | | | | | | |
Balance as at September 30, 2009 | | 118,786,964 | | | 423,102 | | | 31,450 | | | 51 | | | 1,526 | | | 456,129 | |
| | | | | | | | | | | | | | | | | | |
Exercise of stock options | | 922,122 | | | 2,295 | | | (785 | ) | | - | | | - | | | 1,510 | |
Stock-based compensation | | - | | | - | | | 613 | | | - | | | - | | | 613 | |
Other comprehensive loss | | - | | | - | | | - | | | (872 | ) | | - | | | (872 | ) |
Recognition of future tax liability on long term investments | | - | | | - | | | - | | | 109 | | | - | | | 109 | |
Net income for the period | | - | | | - | | | - | | | - | | | 7,438 | | | 7,438 | |
| | | | | | | | | | | | | | | | | | |
Balance as at December 31, 2009 | | 119,709,086 | | | 425,397 | | | 31,278 | | | (712 | ) | | 8,964 | | | 464,927 | |
| | | | | | | | | | | | | | | | | | |
Exercise of stock options | | 994,770 | | | 4,740 | | | (1,946 | ) | | - | | | - | | | 2,794 | |
Stock-based compensation | | - | | | - | | | 6,575 | | | - | | | - | | | 6,575 | |
Other comprehensive income | | - | | | - | | | - | | | 3,960 | | | - | | | 3,960 | |
Recognition of future tax liability on long term investments | | - | | | - | | | - | | | (496 | ) | | - | | | (496 | ) |
Net loss for the period | | - | | | - | | | - | | | - | | | (12,852 | ) | | (12,852 | ) |
| | | | | | | | | | | | | | | | | | |
Balance as at September 30, 2010 | | 120,703,856 | | | 430,137 | | | 35,907 | | | 2,752 | | | (3,888 | ) | | 464,908 | |
Consolidated Statement of Comprehensive Income (Loss) |
(Expressed in thousands of Canadian dollars - unaudited) |
| | Three months ended September 30, | | | Nine months ended September 30, | |
| | 2010 | | | 2009 | | | 2010 | | | 2009 | |
| | | | | | | | | | | | |
Net income (loss) for the period | $ | (21,157 | ) | $ | 11,889 | | $ | (12,852 | ) | $ | 7,923 | |
Other comprehensive items: | | | | | | | | | | | | |
Unrealized gains on long-term investments, net of taxes | | 1,739 | | | 6 | | | 2,725 | | | 51 | |
Reclassification of loss (gain) on disposal of investment included in net income | | 1,571 | | | (1,959 | ) | | 733 | | | - | |
| | | | | | | | | | | | |
Total comprehensive income (loss) | $ | (17,847 | ) | $ | 9,936 | | $ | (9,394 | ) | $ | 7,974 | |
The accompanying notes form an integral part of these consolidated financial statements
FRONTEER GOLD INC. (FORMERLY FRONTEER DEVELOPMENT GROUP INC.) |
(AN EXPLORATION STAGE COMPANY) |
Notes to the Consolidated Financial Statements |
(Tabular amounts expressed in thousands of Canadian dollars, except per share and share amounts) |
For the nine months ended September 30, 2010 and 2009 (unaudited) |
|
1. | NATURE OF OPERATIONS |
| |
| Fronteer Gold Inc. (formerly Fronteer Development Group Inc.) (the “Company” or “Fronteer”) has international operations focused on the acquisition, exploration and development of mineral resource properties. The Company has not yet determined whether these properties contain resources that are economically recoverable. The recoverability of the carrying values of exploration properties and deferred exploration expenditures is dependent upon the delineation of economic reserves, the preservation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain financing necessary to complete development of the properties and their future profitable production or, alternatively, upon the Company’s ability to dispose of its interests on an advantageous basis (see Notes 7 and 8). |
| |
2. | SIGNIFICANT ACCOUNTING POLICIES |
| |
| Basis of presentation |
| |
| These unaudited interim consolidated financial statements follow the same accounting policies as our most recent audited consolidated financial statements, except as noted below. They do not contain all the information required for annual financial statements and should be read in conjunction with the annual consolidated financial statements. In the opinion of management, all of the adjustments necessary to fairly present the interim consolidated financial statements set forth herein have been made. |
| |
| Business combinations |
| |
| In January 2009, the CICA issued Handbook Sections 1582 - Business Combinations, 1601 – Consolidated Financial Statements and 1602 – Non-controlling interests which replace CICA Handbook Sections 1581 – Business Combinations and 1600 – Consolidated Financial Statements. Section 1582 establishes standards for the accounting for business combinations that is equivalent to the business combination accounting standard under International Financial Reporting Standards. Section 1582 also specifies a number of changes including: an expanded definition of a business, a requirement to measure all business acquisitions initially at fair value, a requirement to measure non-controlling interests initially at fair value and a requirement to recognize acquisition-related costs as expenses. Section 1582 applies prospectively to business combinations occurring on or after January 1, 2011. Sections 1601 and 1602 are required for the Company’s interim and annual consolidated financial statements for its fiscal year beginning January 1, 2011. Earlier adoption of these sections is permitted, which requires that all three sections be adopted at the same time. The changes resulting from adoption of these sections have been applied prospectively from January 1, 2010 to any applicable business combinations. |
| |
3. | CAPITAL DISCLOSURES |
| |
| The Company considers the items included in the consolidated statement of shareholder’s equity as capital. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue new shares through private placements or return capital to shareholders. The Company is not subject to externally imposed capital requirements. |
| |
| The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders. |
5
FRONTEER GOLD INC. (FORMERLY FRONTEER DEVELOPMENT GROUP INC.) |
(AN EXPLORATION STAGE COMPANY) |
Notes to the Consolidated Financial Statements |
(Tabular amounts expressed in thousands of Canadian dollars, except per share and share amounts) |
For the nine months ended September 30, 2010 and 2009 (unaudited) |
|
4. | FINANCIAL INSTRUMENT RISK EXPOSURE AND RISK MANAGEMENT |
| |
| The Company is exposed to various degrees of financial instrument related risks. The types of risk exposure and the way in which such exposure is managed is provided as follows: |
| |
| Credit Risk |
| |
| The Company’s credit risk is primarily attributable to its liquid financial assets. The Company limits exposure to credit risk and liquid financial assets through maintaining the majority of its cash and cash equivalents, and short-term deposits with Canadian Chartered Banks and its reclamation deposits with A+ or higher rated US financial institutions. The Company does not have financial assets that are invested in asset backed commercial paper. |
| |
| Liquidity Risk |
| |
| The Company manages its capital in order to meet short term business requirements, after taking into account cash flows from operations, expected capital expenditures and the Company’s holdings of cash and cash equivalents. The Company believes that these sources will be sufficient to cover the likely short term requirements. In the long term, the Company may have to issue additional shares to ensure there is sufficient capital to meet long term objectives. The Company’s cash is invested in business bank accounts and is available on demand for the Company’s programs, and is not invested in any asset backed deposits/investments. The Company’s financial liabilities have varying maturities: i) accounts payable and accrued liabilities are payable within a 90 day period and are to be funded from cash on hand, ii) amounts due to joint venture partners have an indeterminate maturity as they are based on the Company’s Long Canyon project. |
| |
| Market Risk |
| |
| The significant market risks to which the Company is exposed are foreign exchange risk, interest rate risk and commodity price risk. These are further discussed below: |
| |
| Foreign Exchange Risk |
| |
| The results of the Company’s operations are exposed to currency fluctuations. The operating results and financial position of the Company are reported in Canadian dollars in the Company’s consolidated financial statements. The fluctuation of the US dollar and other currencies in relation to the Canadian dollar will consequently have an impact upon the financial results of the Company and may also affect the value of the Company’s assets, liabilities and shareholders’ equity. The Company has not entered into any derivative contracts to manage foreign exchange risk at this time. |
| |
| Financial instruments that impact the Company’s net income or other comprehensive income due to currency fluctuations include: US dollar denominated cash, accounts receivable, accounts payable and other long-term liability. The sensitivity of the Company’s net loss and other comprehensive loss due to a 10% change in the exchange rate between the US dollar and the Canadian dollar, based on US dollar denominated financial instruments outstanding at September 30, 2010, is $522,000. |
6
FRONTEER GOLD INC. (FORMERLY FRONTEER DEVELOPMENT GROUP INC.) |
(AN EXPLORATION STAGE COMPANY) |
Notes to the Consolidated Financial Statements |
(Tabular amounts expressed in thousands of Canadian dollars, except per share and share amounts) |
For the nine months ended September 30, 2010 and 2009 (unaudited) |
|
4. | FINANCIAL INSTRUMENT RISK EXPOSURE AND RISK MANAGEMENT (continued) |
| |
| Interest Rate Risk |
| |
| The Company is exposed to interest rate risk on its outstanding short term investments. The Company’s policy is to invest cash at floating interest rates and cash reserves are to be maintained in cash equivalents in order to maintain liquidity, while achieving a satisfactory return for shareholders. The Company monitors this exposure and does not enter into any derivative contracts to manage this risk. |
| |
| Our interest rate risk mainly arises from the interest rate impact on our cash and cash equivalents and short term deposits. Cash and cash equivalents receive interest based on market interest rates. Based on cash and cash equivalents and short-term deposits outstanding at September 30, 2010, with other variables unchanged, a 10% change in the interest rate would decrease (increase) our net income (in thousands) by $365 (December 31, 2009 - $385), based on cash and cash equivalents and short term deposits held on that date. There would be no significant effect on other comprehensive income. |
| |
| The Company’s financial liabilities are not exposed to interest rate risk. |
| |
| Commodity Price Risk |
| |
| The value of the Company’s mineral resource properties and equity investments are related to the price of gold, uranium, copper and other minerals and the outlook for these minerals. The Company does not have any hedging or other commodity based risks respecting its operations. |
| |
| Gold, uranium, copper and other mineral prices historically have fluctuated widely and are affected by numerous factors outside of the Company’s control, including, but not limited to, industrial demand, central bank lending, forward sales by producers and speculators, levels of worldwide production, short-term changes in supply and demand because of speculative hedging activities, and certain other factors related specifically to gold and uranium. |
| |
| Fair Value Estimation |
| |
| The carrying value of the Company’s financial assets and liabilities approximates their estimated fair value. |
| |
| The fair value of the asset retirement obligations are determined by discounting the value of the estimated future reclamation and property closure costs using a risk-free discount rate. |
| |
| The Company’s financial liabilities are not exposed to interest rate risk. |
| |
| Equity Price Risk |
| |
| Equity price risk is the risk that the fair value of, or future cash flows from the Company’s financial instruments will significantly fluctuate because of changes in market prices. The Company is exposed to equity price risk in trading investments and unfavorable market conditions that could result in dispositions of its investments at less than favorable prices. Additionally, the Company marks its long term investments in equity securities and investments in share purchase warrants to market at each reporting period. This process could result in significant write downs of the Company’s investments over one or more reporting periods, particularly during periods of declining resource equity markets. |
7
FRONTEER GOLD INC. (FORMERLY FRONTEER DEVELOPMENT GROUP INC.) |
(AN EXPLORATION STAGE COMPANY) |
Notes to the Consolidated Financial Statements |
(Tabular amounts expressed in thousands of Canadian dollars, except per share and share amounts) |
For the nine months ended September 30, 2010 and 2009 (unaudited) |
|
5. | ACQUISTION OF NEVADA EAGLE RESOURCES |
On April 23, 2010, the Company acquired 100% of the outstanding limited liability company interests in Nevada Eagle Resources, LLC (“Nevada Eagle”) from Gryphon Gold Corporation for cash consideration of US$4,750,000 ($4,763,000 Canadian dollars). The Company has accounted for the acquisition of Nevada Eagle as a business combination using the acquisition method. The Company has consolidated the assets and operations acquired from the date of acquisition.
The fair value of the acquired identifiable assets is provisional pending receipt of the final valuations for those assets.
| | In $ ‘000s | |
Purchase consideration | | 4,763 | |
| | | |
Fair value of business acquired | | 4,763 | |
The assets and liabilities as of April 23, 2010, arising from the acquisition are as follows:
| | In $ ‘000s | |
Exploration properties and deferred exploration expenditures | | 4,763 | |
| | 4,763 | |
The Company’s management anticipates that there will be no resulting goodwill.
8
FRONTEER GOLD INC. (FORMERLY FRONTEER DEVELOPMENT GROUP INC.) |
(AN EXPLORATION STAGE COMPANY) |
Notes to the Consolidated Financial Statements |
(Tabular amounts expressed in thousands of Canadian dollars, except per share and share amounts) |
For the nine months ended September 30, 2010 and 2009 (unaudited) |
|
The Company, from time to time, may make strategic investments in other publicly traded entities. These investments are treated as long-term investments and may take the form of common shares and share purchase warrants.
For accounting purposes, the Company has determined that any share purchase warrants held are derivative financial instruments and any change in fair value is included in earnings for the period. The fair value of share purchase warrants is measured using the Black-Scholes option pricing model. Any common shares (equities) held are designated as available-for-sale and any change in fair value is included in other comprehensive income, until such time as the common shares are sold or otherwise disposed of at which time any gains or losses will be included in earnings for the period.
Inputs to fair value measurements, including their classification within a hierarchy that prioritizes the inputs to fair value measurement are summarized in the three level hierarchies below:
- Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities
- Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
- Level 3 – Inputs that are not based on observable market data.
The following table illustrates the classification of the Company’s financial instruments with the fair value hierarchy as at September 30, 2010, and December 31, 2009 (in thousands):
| | | Financial assets at fair value as at September 30, 2010 | |
| | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| Equities | | 7,807 | | | - | | | - | | | 7,807 | |
| Share purchase warrants | | - | | | 1,458 | | | - | | | 1,458 | |
| | | 7,807 | | | 1,458 | | | - | | | 9,265 | |
| | | Financial assets at fair value as at December 31, 2009 | |
| | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| Equities | | 4,250 | | | - | | | - | | | 4,250 | |
| Share purchase warrants | | - | | | 12,412 | | | - | | | 12,412 | |
| | | 4,250 | | | 12,412 | | | - | | | 16,662 | |
During the nine months ended September 30, 2010, the Company sold certain of its equity investments and share purchase warrants recording a loss on sale of $393,684 (gain for the nine months ended September 30, 2009 - $9,285,682).
In July 2010, by way of a non-brokered private placement, the Company acquired 2,000,000 units of Rae Wallace Mining Inc. (“Rae Wallace”) at US$0.25 per unit. Each unit consisted of one common share and one-half of one share purchase warrant. Each whole warrant entitles the Company to acquire one additional common share of Rae Wallace for US$0.375 per share until September 30, 2012.
In August 2010, the Company invested $5,000,250 in Levon Resources Ltd. as part of a private placement offering. The Company’s investment consists of 6,667,000 units priced at $0.75 per unit. Each unit consists of one common share and one-half of one common share purchase warrant exercisable at $1.20 for a period of 18 months.
9
FRONTEER GOLD INC. (FORMERLY FRONTEER DEVELOPMENT GROUP INC.) |
(AN EXPLORATION STAGE COMPANY) |
Notes to the Consolidated Financial Statements |
(Tabular amounts expressed in thousands of Canadian dollars, except per share and share amounts) |
For the nine months ended September 30, 2010 and 2009 (unaudited) |
|
7. | EXPLORATION PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES |
| | Total | | | Additions | | | Recoveries | | | Write- | | | Disposals | | | Transfer | | | Total | |
| | December 31, | | | | | | | | | downs | | | | | | to Equity | | | September 30, | |
(in thousands) | | 2009 | | | | | | | | | | | | | | | Interest | | | 2010 | |
| | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
USA | | | | | | | | | | | | | | | | | | | | | |
(Note 7 (a)) | | | | | | | | | | | | | | | | | | | | | |
Northumberland | | 80,147 | | | 3,712 | | | - | | | - | | | - | | | - | | | 83,859 | |
Long Canyon | | 15,870 | | | 13,914 | | | (7,003 | ) | | - | | | - | | | - | | | 22,781 | |
Eastern Great Basin | | 55,438 | | | 628 | | | - | | | - | | | - | | | - | | | 56,066 | |
Sandman | | 22,497 | | | 335 | | | - | | | - | | | - | | | - | | | 22,832 | |
Zaca | | 45,957 | | | 72 | | | - | | | (33,676 | ) | | - | | | - | | | 12,353 | |
Carlin –Cortez | | 2,163 | | | 66 | | | - | | | (810 | ) | | - | | | - | | | 1,419 | |
Other | | 16,539 | | | 5,942 | | | - | | | - | | | (567 | ) | | - | | | 21,914 | |
| | 238,611 | | | 24,669 | | | (7,003 | ) | | (34,486 | ) | | (567 | ) | | - | | | 221,224 | |
| | | | | | | | | | | | | | | | | | | | | |
CANADA | | | | | | | | | | | | | | | | | | | | | |
(Note 7 (b)) | | | | | | | | | | | | | | | | | | | | | |
Michelin Main | | 50,900 | | | 1,845 | | | - | | | - | | | - | | | - | | | 52,745 | |
Jacques Lake | | 13,918 | | | 70 | | | - | | | - | | | - | | | - | | | 13,988 | |
CMB | | 20,346 | | | - | | | - | | | - | | | - | | | - | | | 20,346 | |
Other | | 8,701 | | | 481 | | | - | | | - | | | - | | | - | | | 9,182 | |
| | 93,865 | | | 2,396 | | | - | | | - | | | - | | | - | | | 96,261 | |
| | | | | | | | | | | | | | | | | | | | | |
TURKEY &OTHER | | | | | | | | | | | | | | | | | | | | | |
(Note 7 (c)) | | | | | | | | | | | | | | | | | | | | | |
TV Tower | | 36 | | | 55 | | | - | | | - | | | - | | | (91 | ) | | - | |
Isper | | 167 | | | 5 | | | - | | | - | | | - | | | - | | | 172 | |
Aktarma | | 57 | | | 7 | | | - | | | - | | | - | | | - | | | 64 | |
Yuntdag | | 3 | | | 7 | | | - | | | - | | | - | | | - | | | 10 | |
Other | | - | | | 156 | | | - | | | - | | | - | | | - | | | 156 | |
| | 263 | | | 230 | | | - | | | - | | | - | | | (91 | ) | | 402 | |
| | | | | | | | | | | | | | | | | | | | | |
| | 332,739 | | | 27,295 | | | (7,003 | ) | | (34,486 | ) | | (567 | ) | | (91 | ) | | 317,887 | |
10
FRONTEER GOLD INC. (FORMERLY FRONTEER DEVELOPMENT GROUP INC.) |
(AN EXPLORATION STAGE COMPANY) |
Notes to the Consolidated Financial Statements |
(Tabular amounts expressed in thousands of Canadian dollars, except per share and share amounts) |
For the nine months ended September 30, 2010 and 2009 (unaudited) |
|
7. | EXPLORATION PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES (continued) |
| (in thousands) | | USA | | | Canada | | | Turkey & Other | | | Total | |
| | | | | | | | | | | | | |
| December 31, 2009 | $ | 238,611 | | $ | 93,865 | | $ | 263 $ | | | 332,739 | |
| | | | | | | | | | | | | |
| Acquisition of Nevada Eagle | | | | | | | | | | | | |
| (Note 5) | | 4,763 | | | - | | | - | | | 4,763 | |
| | | | | | | | | | | | | |
| 2010 expenditures: | | | | | | | | | | | | |
| Acquisition costs | | 28 | | | 2 | | | - | | | 30 | |
| Assaying & geochemical | | 1,092 | | | 9 | | | 2 | | | 1,103 | |
| Camp & field costs | | 464 | | | 309 | | | - | | | 773 | |
| Claim maintenance and advance royalty fees | | 2,219 | | | - | | | - | | | 2,219 | |
| Drilling | | 7,957 | | | - | | | - | | | 7,957 | |
| Engineering studies | | 2,401 | | | 192 | | | - | | | 2,593 | |
| Environmental | | 250 | | | 456 | | | - | | | 706 | |
| Geophysics | | 160 | | | - | | | - | | | 160 | |
| Transportation | | 265 | | | 349 | | | 8 | | | 622 | |
| Wages, consulting and management fees | | 4,539 | | | 972 | | | 11 | | | 5,522 | |
| Other | | 531 | | | 107 | | | 209 | | | 847 | |
| | | 24,669 | | | 2,396 | | | 230 | | | 27,295 | |
| | | | | | | | | | | | | |
| Exploration costs written-off | | (34,486 | ) | | - | | | - | | | (34,486 | ) |
| Recoveries | | (7,003 | ) | | - | | | - | | | (7,003 | ) |
| Transfer to Equity Interest | | - | | | - | | | (91 | ) | | (91 | ) |
| Disposals | | (567 | ) | | - | | | - | | | (567 | ) |
| | | (42,056 | ) | | - | | | (91 | ) | | (42,147 | ) |
| | | | | | | | | | | | | |
| September 30, 2010 | | 221,224 | | | 96,261 | | | 402 | | | 317,887 | |
The Northumberland Project
The Northumberland deposit is located in northern Nye County in central Nevada, and is owned 100% by the Company.
A portion of the claims at Northumberland are covered by a June 1991 lease agreement between the Company and a private party as lessor, with a term that extends as long as the Company pays annual advance royalties of US$20,000 to the lessor. These payments are credited against a 4% Net Smelter Return (“NSR”) royalty from minerals produced from the claims. None of the existing deposits at Northumberland are situated on these claims.
In addition, a small portion (less than 1%) of the area on which the Northumberland Project deposits are currently located are subject to an NSR royalty of 1% payable to third party lessors.
11
FRONTEER GOLD INC. (FORMERLY FRONTEER DEVELOPMENT GROUP INC.) |
(AN EXPLORATION STAGE COMPANY) |
Notes to the Consolidated Financial Statements |
(Tabular amounts expressed in thousands of Canadian dollars, except per share and share amounts) |
For the nine months ended September 30, 2010 and 2009 (unaudited) |
|
7. | EXPLORATION PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES (continued) |
Long Canyon Project
The Long Canyon Property is located in northeastern Nevada.
In 2006, the Company entered into a joint venture agreement for the Long Canyon Project with AuEx Ventures (“AuEx”) whereby the two parties combined their land positions in the Long Canyon area. The Company was obligated to spend $5 million of exploration expenditures within a five year period (completed September 2008) to earn a 51% interest in the project.
Both the Company and AuEx reserve a 3% NSR royalty on the claims they each contributed to the venture.
On August 30, 2010, the Company announced it had entered into an arrangement to acquire 100% of the outstanding common shares of AuEx Ventures Inc. (“AuEx”) by way of plan of arrangement. Under the plan of arrangement, AuEx shareholders will receive 0.645 of a Fronteer Gold share, $0.66 in cash and 0.5 of a share in a new exploration company, Renaissance Gold Inc. (“Renaissance”) for each AuEx share. Renaissance will own all of AuEx’s exploration assets outside of the Pequops District and have $5.0 million in cash.
The transaction closed on November 1, 2010, at which time the Company issued 29,761,280 common shares and paid $30,453,719 in cash to the former AuEx shareholders to complete the acquisition. In addition, the Company paid $4,696,546 in cash to Renaissance in order to facilitate the Company’s acquisition of 9.9% ownership in Renaissance.
Sandman Project
The Sandman Project which is owned 95% by the Company consists of various lode mining claims fee lands, which were subleased from Newmont Mining Corporation (“Newmont”) beginning in September 1997.
Under a sublease from Newmont, the Company was required to pay annual advance royalty payments of approximately, $67,200 from 2008 through 2012, and $134,400 starting in 2013. The Newmont sublease has a primary term of ten years, and may be extended for an additional ten years by payment of annual advance royalties. Commercial production is required to extend the term of the Newmont sublease beyond 2017. Under a separate lease for the Ten Mile project, the Company was required to make annual lease payments of $24,000 reducing to $20,000 in 2009 through 2014. These lease payments will now be paid by Newmont. Sandman is also subject to NSR royalties on various of its mineral claims ranging from 1% to 6%.
In June 2008 the Company and Newmont signed a two phase option and joint venture agreement whereby Newmont may earn an initial 51% interest in Sandman within 36 months by spending a minimum US$14,000,000 on exploration, making a production decision supported by a bankable feasibility study, reporting reserves, making a commitment to fund and construct a mine, advancing the necessary permits, and contributing adjacent mineral interest to the joint venture. As part of phase two, Newmont may earn an additional 9% interest in Sandman by spending a further US$9,000,000 on development.
Provided that Newmont completes its phase two earn-in requirements, Newmont is entitled to recover US$3,750,000 from 90% of the Company's share of production, less production costs, until that amount is recovered in full. The Company can elect to have Newmont arrange financing for its 40% share of ongoing development costs. Newmont must obtain repayment of the amount advanced, plus interest, solely from up to 80% of the Company's share of production, less production costs. The Company retains a 2% NSR royalty on production of the first 310,000 ounces at Sandman.
Other Eastern Great Basin Properties - - KB, Tug, Gollaher Mountain and Loomis Mountain
The EGB Properties are located in northeastern Nevada and northwestern Utah. The EGB Properties consist of fee lands on which the Company owns between 25% and 100% of the mineral interest, unpatented mining claims, state mineral leases and leased fee lands. A portion of the fee lands in the EGB Projects are covered by an August 2001 mining lease with a third party lessor who owns a 61.76% interest in the mineral estate. That mining lease has a term running through August of 2021 and so long thereafter as the Company is engaged in exploration, development, mining or processing operations on the lands covered by the lease. The lease requires the payment of an annual advance royalty of US$15,000 to the lessor. The TUG/KB and other claims in the EGB are subject to royalties ranging from 0.625% to 5%.
12
FRONTEER GOLD INC. (FORMERLY FRONTEER DEVELOPMENT GROUP INC.) |
(AN EXPLORATION STAGE COMPANY) |
Notes to the Consolidated Financial Statements |
(Tabular amounts expressed in thousands of Canadian dollars, except per share and share amounts) |
For the nine months ended September 30, 2010 and 2009 (unaudited) |
|
7. | EXPLORATION PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES (continued) |
Zaca Project
The Zaca Project, owned 100% by the Company, is located in Alpine County, California. The Company holds the Zaca Project as the assignee of a lease agreement. There is a 5% NSR royalty payable on certain of the Zaca claims.
Carlin Cortez Trends Project
The Carlin-Cortez Trends properties encompass a land position located in Humboldt, Eureka, Elko and Lander Counties in north central Nevada, primarily to the north of the towns of Carlin and Battle Mountain. The majority of the land position at the Carlin-Cortez Trends Project consists principally of the Company’s privately owned property, of which it owns 100% of the mineral rights.
A portion of the unpatented claims comprising the Carlin-Cortez Trends Project, are subject to a 0.5% NSR royalty, and a smaller portion are subject to an additional sliding-scale NSR royalty ranging from 4% (when the price of gold is less than $700 per ounce) to 7.75% (when the price of gold is greater than $1,000 per ounce).
Nevada Eagle Properties (Note 5)
The Nevada Eagle properties acquired in April 2010 include 52 prospective gold properties covering over 70 square miles of gold trends primarily in Nevada. The properties consist of 100% owned properties, properties under lease and option agreements, and properties subject to NSR royalty. Properties under lease and option agreements have an aggregate of US$519,250 in annual payments to Nevada Eagle. NSR royalty provisions payable to Nevada Eagle range from 1% to 6% on the various properties.
Subsequent to September 30, 2010, the Company signed a definitive agreement to sell a 100% interest in 10 mineral properties to Bridgeport Ventures Inc. (“Bridgeport”) (BVI-TSX). As consideration the Company will receive 4,500,000 common shares of Bridgeport and will reserve a 2% net smelter royalty on each of the projects. The transaction is expected to close on or before November 15, 2010.
The Labrador Properties (Michelin Main, Jacques Lake and CMB) consist of a series of uranium deposits and occurrences, located in the Central Mineral Belt of central Labrador, Canada, and are owned 100% by Aurora Energy Resources Inc (“Aurora”), a wholly owned subsidiary of the Company. The Properties are subject to a 2% NSR royalty owing to an independent third party. In 2009, the Company acquired a 100% interest in Aurora.
13
FRONTEER GOLD INC. (FORMERLY FRONTEER DEVELOPMENT GROUP INC.) |
(AN EXPLORATION STAGE COMPANY) |
Notes to the Consolidated Financial Statements |
(Tabular amounts expressed in thousands of Canadian dollars, except per share and share amounts) |
For the nine months ended September 30, 2010 and 2009 (unaudited) |
|
7. | EXPLORATION PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES (continued) |
The Company owns an interest in a number of early stage exploration projects, located in northern and northwestern Turkey.
In 2010, the Company paid US$150,000 to Rae Wallace for a three year option to earn a 51% interest in up to two properties within a 23,500 square kilometer area that Rae Wallace currently owns or acquires, within the next three years. To earn a 51% interest in a property, the Company must spend the greater of US$150,000 or three times Rae Wallace’s expenditures on the property, from the date of our agreement. In addition, should Rae Wallace wish to joint venture any other project in this area of interest, it must first offer the joint venture opportunity to the Company.
8. | EQUITY INVESTMENTS IN TURKISH PROPERTIES |
Halilaga and TV Tower Properties
The Company owns 40% of the Halilaga project through a 40% ownership stake in a Turkish company, controlled by (60%) a Turkish subsidiary ("TMST") of Teck Resources Limited. A separate Turkish company, also owned 40% by the Company, holds other minor mineral interests in northwestern Turkey, including the TV Tower property. The Company accounts for these investments as equity investments.
Under the equity method of accounting , the Company’s percentage interest in the net assets and results of operations of the projects are presented in a single line on the balance sheet as “Investment in Turkish Properties” and in the statement of operations as “Equity income from Turkish Properties”, respectively. For the Halilaga and TV Tower properties the Company has transferred the expenditures it has incurred from “Exploration properties and deferred exploration expenditures” to “Investment in Turkish Properties”.
Agi Dagi and Kirazli Properties
In December 2009, the Company, Teck Resources Limited and TMST announced they entered into a definitive agreement with Alamos Gold Inc. (“Alamos”) providing for the sale of 100% of the Agi Dagi and Kirazli projects. On January 6, 2010, the Company announced that it had completed the sale of its Agi Dagi and Kirazli gold projects to Alamos. Total consideration received was comprised of US$40 million and 4 million shares of Alamos, which was split pro-rata based on respective ownership percentage.
Should the Agi Dagi and Kirazli properties go into production, the Company retains an obligation to TMST to pay a production bonus of US$10 per ounce of gold from the originally defined resource areas at Agi Dagi and Kirazli, subject to a maximum of 600,000 ounces of gold on Agi Dagi and 250,000 ounces of gold at Kirazli. Accordingly the Company has recorded a long-term liability equal to the discounted fair value of the production bonus payable in future years should the Agi Dagi and Kirazli projects go into production. This long term liability has reduced the gain the Company has recognized on the sale of the Agi Dagi and Kirazli properties.
14
FRONTEER GOLD INC. (FORMERLY FRONTEER DEVELOPMENT GROUP INC.) |
(AN EXPLORATION STAGE COMPANY) |
Notes to the Consolidated Financial Statements |
(Tabular amounts expressed in thousands of Canadian dollars, except per share and share amounts) |
For the nine months ended September 30, 2010 and 2009 (unaudited) |
|
The authorized share capital of the Company consists of an unlimited number of common shares with no par value.
Stock Option Plans:
Fronteer Employee Stock Option Plan
The Company maintains a stock option plan (the “Plan”), approved by the shareholders on May 2, 2007, whereby the Board of Directors may, from time to time, grant to employees, officers and directors of, or consultants to the Company options to acquire common shares in such numbers and for such terms as may be determined by the Board, in an amount up to 10% of the total number of common shares issued and outstanding from time to time. The options are non-assignable and may be granted for a term not exceeding 10 years. The exercise price of the options is fixed by the Board at the time of grant in accordance with the terms of the Plan.
Stock option transactions and the number of stock options outstanding are summarized as follows:
| | | | | | Weighted Average | |
| | | Shares | | | Exercise Price | |
| Balance, December 31, 2009 | | 6,953,400 | | $ | 6.55 | |
| Options granted | | 2,845,000 | | | 4.45 | |
| Options exercised | | (652,500 | ) | | 2.67 | |
| Options forfeited | | (115,000 | ) | | 4.01 | |
| Balance, September 30, 2010 | | 9,030,900 | | $ | 6.20 | |
Options exercisable at September 30, 2010 totaled 6,170,275 (December 31, 2009 – 5,017,358).
At September 30, 2010, the Company had incentive stock options issued to directors, officers, employees and key consultants to the Company outstanding as follows:
| | | | | | | | | Weighted | | | | | | Weighted average | |
| | | Number of | | | Weighted average | | | average | | | Number of | | | exercise | |
| | | options | | | remaining | | | exercise | | | options | | | price of options | |
| Range of prices | | outstanding | | | contractual life | | | price | | | exercisable | | | exercisable | |
| | | | | | (in years) | | | $ | | | | | | $ | |
| $2.00 to $2.99 | | 30,000 | | | 8.47 | | | 2.89 | | | 15,000 | | | 2.89 | |
| $3.00 to $3.99 | | 2,260,000 | | | 8.43 | | | 3.13 | | | 1,450,000 | | | 3.12 | |
| $4.00 to $4.99 | | 2,870,000 | | | 8.85 | | | 4.37 | | | 1,183,750 | | | 4.38 | |
| $5.00 to $5.99 | | 195,000 | | | 8.89 | | | 5.68 | | | 63,750 | | | 5.52 | |
| $6.00 to $6.99 | | 728,400 | | | 0.61 | | | 6.50 | | | 728,400 | | | 6.50 | |
| $8.00 to $8.99 | | 1,517,500 | | | 7.02 | | | 8.07 | | | 1,299,375 | | | 8.07 | |
| $9.00 to $9.99 | | 130,000 | | | 2.00 | | | 9.46 | | | 130,000 | | | 9.46 | |
| $10.00 to $10.99 | | 355,000 | | | 1.51 | | | 10.20 | | | 355,000 | | | 10.20 | |
| $11.00 to $11.99 | | 60,000 | | | 2.16 | | | 11.10 | | | 60,000 | | | 11.10 | |
| $14.00 to $14.99 | | 835,000 | | | 1.42 | | | 14.24 | | | 835,000 | | | 14.24 | |
| $16.00 to $16.99 | | 50,000 | | | 1.55 | | | 16.09 | | | 50,000 | | | 16.09 | |
| | | 9,030,900 | | | 6.61 | | | 6.20 | | | 6,170,275 | | | 7.06 | |
15
FRONTEER GOLD INC. (FORMERLY FRONTEER DEVELOPMENT GROUP INC.) |
(AN EXPLORATION STAGE COMPANY) |
Notes to the Consolidated Financial Statements |
(Tabular amounts expressed in thousands of Canadian dollars, except per share and share amounts) |
For the nine months ended September 30, 2010 and 2009 (unaudited) |
|
9. | SHARE CAPITAL (continued) |
Aurora Energy Resources Inc. – Stock Option Plan:
Effective April 21, 2009, the Company assumed the Aurora Stock Option Plan, however no further issuances of stock options will occur. Stock options outstanding at the date of acquisition will continue to vest under the original grant date terms. Stock options outstanding under the Aurora Stock Option Plan are exercisable into common shares of Fronteer based on the conversion ratio of 0.825 of a Fronteer common share for each Aurora stock option exercised.
The summary below presents all stock option transactions and options outstanding after factoring in the conversion ratio for the Aurora Stock Option Plan:
| | | | | | Weighted Average | |
| | | Shares | | | Exercise Price | |
| Balance, December 31, 2009 | | 4,762,452 | | $ | 7.73 | |
| Options exercised | | (342,271 | ) | | 3.07 | |
| Options forfeited | | (122,777 | ) | | 14.07 | |
| Balance, September 30, 2010 | | 4,297,404 | | $ | 7.93 | |
Options exercisable at September 30, 2010 totaled 4,087,571 (December 31, 2009 – 4,028,194).
At September 30, 2010, under the Aurora Stock Option Plan after factoring in the conversion ratio the table below presents stock options issued and outstanding and exercisable:
| | | | | | Weighted | | | Weighted | | | | | | Weighted average | |
| | | Number of | | | average | | | average | | | Number of | | | exercise | |
| | | options | | | remaining | | | exercise | | | options | | | price of options | |
| Range of prices | | outstanding | | | contractual life | | | price | | | exercisable | | | exercisable | |
| | | | | | (in years) | | | $ | | | | | | $ | |
| $1.00 to $1.99 | | 24,752 | | | 3.03 | | | 1.99 | | | 12,375 | | | 2.36 | |
| $2.00 to $2.99 | | 1,274,326 | | | 3.09 | | | 2.76 | | | 1,076,870 | | | 2.75 | |
| $4.00 to $4.99 | | 1,325,226 | | | 0.39 | | | 4.36 | | | 1,325,226 | | | 4.36 | |
| $6.00 to $6.99 | | 82,500 | | | 0.84 | | | 6.16 | | | 82,500 | | | 6.16 | |
| $9.00 to $9.99 | | 206,250 | | | 0.90 | | | 9.19 | | | 206,250 | | | 9.19 | |
| $11.00 to $11.99 | | 303,600 | | | 1.01 | | | 11.10 | | | 303,600 | | | 11.10 | |
| $14.00 to $14.99 | | 41,250 | | | 1.09 | | | 14.55 | | | 41,250 | | | 14.55 | |
| $16.00 to $16.99 | | 206,250 | | | 1.14 | | | 16.05 | | | 206,250 | | | 16.05 | |
| $17.00 to $17.99 | | 610,500 | | | 1.46 | | | 17.42 | | | 610,500 | | | 17.42 | |
| $18.00 to $18.99 | | 94,875 | | | 1.58 | | | 18.82 | | | 94,875 | | | 18.82 | |
| $19.00 to $19.99 | | 107,250 | | | 1.46 | | | 19.77 | | | 107,250 | | | 19.77 | |
| $21.00 to $21.99 | | 20,625 | | | 1.60 | | | 21.85 | | | 20,625 | | | 21.85 | |
| | | 4,297,404 | | | 1.78 | | | 7.93 | | | 4,087,571 | | | 8.19 | |
16
FRONTEER GOLD INC. (FORMERLY FRONTEER DEVELOPMENT GROUP INC.) |
(AN EXPLORATION STAGE COMPANY) |
Notes to the Consolidated Financial Statements |
(Tabular amounts expressed in thousands of Canadian dollars, except per share and share amounts) |
For the nine months ended September 30, 2010 and 2009 (unaudited) |
|
9. | SHARE CAPITAL (continued) |
Acquisition Stock Option Plan – NewWest Gold Corporation:
In August 2007, the Company’s Board of Directors approved an acquisition stock option plan, whereby such plan was used to grant replacement options to the former holders of NWG options with Fronteer stock options.
Stock option transactions and the number of stock options outstanding are summarized as follows:
| | | | | | Weighted Average | |
| | | Shares | | | Exercise Price | |
| Balance, December 31, 2009 | | 19,500 | | $ | 9.62 | |
| Options expired | | - | | | - | |
| Balance, September 30, 2010 | | 19,500 | | $ | 9.62 | |
Options exercisable at September 30, 2010 totaled 19,500 (December 31, 2009 – 19,500).
At September 30, 2010, under the Acquisition Stock Option Plan the Company had stock options issued and outstanding, and exercisable as follows:
| | | Number of | | | Weighted average | | | Weighted | |
| | | options | | | remaining | | | Average Exercise | |
| Price | | outstanding | | | contractual life | | | Price | |
| $9.62 | | 19,500 | | | 1.98 years | | $ | 9.62 | |
Stock-based compensation:
For the period ended September 30, 2010, the Company recorded compensation cost on the grant of stock options to employees and non-employees. For the purposes of estimating the fair value of options using the Black-Scholes option pricing model, certain assumptions are made such as expected dividend yield, volatility of the market price of the Company’s shares, risk-free interest rates and expected average life of the options.
The fair value of options granted during the period ended September 30, 2010 ranged from $2.84 to $3.87 per option. The fair value of each option granted was determined using the Black-Scholes option pricing model and used the following range of assumptions:
| | | September 30, | | | December 31, | |
| | | 2010 | | | 2009 | |
| Risk free interest rate | | 2.846% to 3.36% | | | 1.43% to 2.33% | |
| Expected life | | 5.25 to 6.29 years | | | 3.7 to 4.8 years | |
| Expected volatility | | 76.2% to 78.8% | | | 78.9% to 81.6% | |
| Expected dividend yield | | 0.0% | | | 0.0% | |
For the period ended September 30, 2010, the Company has capitalized a total of $1,412,538 (2009 - $1,108,000) of stock-based compensation expense to exploration properties and deferred exploration expenditures and charged to the Statement of Operations a total of $5,049,082 (2009 - $3,855,226) of stock-based compensation expense.
17
FRONTEER GOLD INC. (FORMERLY FRONTEER DEVELOPMENT GROUP INC.) |
(AN EXPLORATION STAGE COMPANY) |
Notes to the Consolidated Financial Statements |
(Tabular amounts expressed in thousands of Canadian dollars, except per share and share amounts) |
For the nine months ended September 30, 2010 and 2009 (unaudited) |
|
The Company has entered into operating leases for premises and office equipment. Total minimum operating lease commitments approximate $3,921,166. Minimum rental commitments for the following years are as follows:
| | Amount | |
Year | | (in thousands) | |
| | $ | |
2010 | | 333 | |
2011 | | 1,128 | |
2012 | | 803 | |
2013 | | 471 | |
2014 | | 254 | |
Subsequent to 2014 | | 932 | |
| | 3,921 | |
The company is also responsible for its share of property taxes and operating costs on office premises leases.
Geographical segmented information:
The Company has five geographical segments: Canada, United States, Mexico, Turkey and Peru. The total assets attributable to the geographical locations relate primarily to its exploration properties and deferred exploration expenditures and have been disclosed in Notes 7 and 8. Net income (loss) (in thousands) by segment for the three and nine months ended September 30, 2010 is as follows:
| | Three months | | | Nine months | |
| | ended | | | ended | |
| | September 30, | | | September 30, | |
Segment | | 2010 | | | 2010 | |
| | $ | | | $ | |
Canada | | (1,884 | ) | | (11,247 | ) |
United States | | (18,224 | ) | | (20,276 | ) |
Mexico | | 68 | | | 24 | |
Turkey | | (1,117 | ) | | 18,647 | |
Peru | | - | | | - | |
| | (21,157 | ) | | (12,852 | ) |
Subsequent to September 30, 2010, the Company granted 75,000 options to an employee. The options vest one-third after 12, 24 and 36 months and have a ten year life. Also 106,174 options were exercised by employees for gross proceeds of $447,177 to the Company.
18
CORPORATE INFORMATION
Corporate Head Office - Vancouver | Directors |
1650 – 1055 West Hastings Street | Oliver Lennox-King, Chairman |
Vancouver, British Columbia | Mark O’Dea |
Canada V6E 2E9 | George Bell |
| Scott Hand |
Phone: 604-632-4677 | Lyle Hepburn |
Fax: 604-632-4678 | Donald McInnes |
Website: www.fronteergold.com | Jo Mark Zurel |
Email: info@fronteergold.com | |
| |
Information Office - Toronto | Officers and Management |
80 Richmond St. West, 12th Floor | Mark O’Dea, President & Chief Executive Officer |
Toronto, Ontario | Troy Fierro, Chief Operating Officer |
Canada | Sean Tetzlaff, Chief Financial Officer & Corporate Secretary |
Phone: 416-362-5556 | Ian Cunningham Dunlop, Vice President, Exploration |
Fax: 416-362-3331 | Jim Lincoln, Vice President, Operations |
| John Dorward, Vice President, Business Development |
Exploration Office - US | Chris Lee, Chief Geoscientist |
1031 Railroad St. | |
Elko, Nevada | Registrar and Transfer Agents |
89801-3975 | Equity Transfer and Trust Company |
USA | 400 – 200 University Avenue |
| Toronto, Ontario, M5H 4H1 |
Exploration Office - St. John's, NFLD | Canada |
Suite 600, TD Place | |
140 Water Street | Registrar and Transfer Company |
St. John's, NL | 10 Commerce Drive, PO Box 1727 |
A1C 1K4 | Cranford, NJ, 07016 |
| USA |
Exploration Office - Turkey | |
Agola Madencilik Ltd. Sti | Auditors |
Nilgun Sokak 14/15 | PricewaterhouseCoopers LLP, Chartered Accountants |
Cankaya - Ankara | 700 – 250 Howe Street |
06680 Turkey | Vancouver, British Columbia, V6C 3S7 |
| |
Shares Quoted | |
Toronto Stock Exchange: FRG | |
NYSE Amex FRG | |