CALIBRE MINING CORP.
(formerly TLC Ventures Corp.)
(An Exploration Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2007 and 2006
(Expressed in Canadian Funds)
Calibre Mining Corp. | Statement 1 |
(An Exploration Stage Company) | |
Interim Consolidated Balance Sheets | |
Canadian Funds | |
(Unaudited) | |
| | June 30 | | | December 31 | |
ASSETS | | 2007 | | | 2006 | |
Current | | | | | | |
Cash and cash equivalents | $ | 6,143,521 | | $ | 7,685,884 | |
Amounts receivable | | 74,880 | | | 56,264 | |
Prepaid, deposits and advances | | 167,226 | | | 280,613 | |
| | 6,385,627 | | | 8,022,761 | |
| | | | | | |
Property and Equipment(Note 4) | | 254,468 | | | 104,878 | |
Mineral Property Costs–Schedule (Note 5) | | 2,208,279 | | | 2,313,600 | |
| | | | | | |
| $ | 8,848,374 | | $ | 10,441,239 | |
| | | | | | |
LIABILITIES | | | | | | |
Current | | | | | | |
Accounts payable | $ | 117,150 | | $ | 18,791 | |
Accrued liabilities | | 32,002 | | | 282,711 | |
Due to related parties(Note 8a) | | 65,034 | | | 38,300 | |
| | 214,186 | | | 339,802 | |
| | | | | | |
Non-Controlling Interest – Cybele Resources Inc.(Note 6) | | 1 | | | 47,100 | |
| | | | | | |
| | | | | | |
SHAREHOLDERS’ EQUITY | | | | | | |
Share Capital-Statement 2 (Note 7) | | 18,187,054 | | | 17,914,241 | |
Contributed Surplus -Statement 2 | | 3,611,729 | | | 3,086,706 | |
Deficit- Statement 2 | | (13,164,596 | ) | | (10,946,610 | ) |
| | 8,634,187 | | | 10,054,337 | |
| $ | 8,848,374 | | $ | 10,441,239 | |
ON BEHALF OF THE BOARD:
“Robert Brown” , Director
“Edward Farrauto” , Director
- See Accompanying Notes -
Calibre Mining Corp. | Statement 2 |
(An Exploration Stage Company) | |
Interim Consolidated Statements of Changes inShareholders’ Equity | |
For the Period Ended June 30, 2007 | |
Canadian Funds | |
(Unaudited) | |
| | Common Shares | | | | | | | | | | |
| | | | | | | | Contributed | | | Accumulated | | | | |
| | Shares | | | Amount | | | Surplus | | | Deficit | | | Total | |
Balance – December 31, 2005 | | 19,631,501 | | $ | 13,780,170 | | $ | 1,617,647 | | $ | (9,310,772 | ) | $ | 6,087,045 | |
Issuance of shares for mineral property | | 75,000 | | | 101,250 | | | - | | | - | | | 101,250 | |
Issuance of shares per stock split (Note | | | | | | | | | | | | | | | |
7b) | | 19,706,415 | | | - | | | - | | | - | | | - | |
Issuance of shares for cash | | 8,700,000 | | | 4,032,821 | | | 468,069 | | | - | | | 4,500,890 | |
Stock compensation expense | | - | | | - | | | 630,890 | | | - | | | 630,890 | |
Stock compensation included in | | | | | | | | | | | | | | | |
Mineral Property costs | | - | | | - | | | 370,100 | | | - | | | 370,100 | |
Loss for the period | | - | | | - | | | - | | | (1,635,838 | ) | | (1,635,838 | ) |
Balance – December 31, 2006 | | 48,112,916 | | | 17,914,241 | | | 3,086,706 | | | (10,946,610 | ) | | 10,054,337 | |
Issuance of shares for cash | | 1,450,000 | | | 181,250 | | | - | | | - | | | 181,250 | |
Fair value of options exercised | | - | | | 91,563 | | | (91,563 | ) | | - | | | - | |
Stock compensation expense | | - | | | - | | | 445,754 | | | - | | | 445,754 | |
Stock compensation included in | | | | | | | | | | | | | | | |
Mineral Property costs | | - | | | - | | | 170,832 | | | - | | | 170,832 | |
Loss for the period | | - | | | - | | | - | | | (2,217,986 | ) | | (2,217,986 | ) |
| | | | | | | | | | | | | | | |
Balance – June 30, 2007 | | 49,312,916 | | $ | 18,187,054 | | $ | 3,611,729 | | $ | (13,164,596 | ) | $ | 8,634,187 | |
- See Accompanying Notes -
Calibre Mining Corp. | Statement 3 |
(An Exploration Stage Company) | |
Interim Consolidated Statements of LossandComprehensive Loss | |
For the Period Ended June 30 | |
Canadian Funds | |
(Unaudited) | |
| | Three months | | | Six months | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | |
| | | | | | | | | | | | |
Expenses | | | | | | | | | | | | |
Amortization | | 12,347 | | | 20,159 | | $ | 18,678 | | $ | 24,663 | |
Audit and accounting fees | | 44,529 | | | 16,770 | | | 69,519 | | | 23,417 | |
Bank charges | | 842 | | | 489 | | | 1,215 | | | 919 | |
Consulting fees | | 40,500 | | | 30,000 | | | 81,000 | | | 60,000 | |
Foreign exchange loss (gain) | | 6,891 | | | (3,128 | ) | | 16,995 | | | 9,893 | |
Insurance | | 18,686 | | | 13,220 | | | 32,558 | | | 26,785 | |
Legal fees | | 34,559 | | | 31,197 | | | 38,945 | | | 34,564 | |
Marketing | | - | | | - | | | - | | | 492 | |
Office, postage and printing | | 36,899 | | | 10,535 | | | 57,401 | | | 18,173 | |
Rent | | 31,027 | | | 12,282 | | | 62,063 | | | 24,527 | |
Research and development | | - | | | - | | | - | | | 3,579 | |
Salaries and wages | | 175,177 | | | 43,939 | | | 339,607 | | | 82,908 | |
Salaries and wages – Stock compensation | | 222,689 | | | 452,498 | | | 445,754 | | | 556,008 | |
Shareholder relations | | 4,830 | | | 2,626 | | | 5,918 | | | 2,626 | |
Telephone and utilities | | 5,294 | | | 5,521 | | | 10,623 | | | 7,283 | |
Trade shows, conferences | | - | | | - | | | - | | | 5,514 | |
Transfer agent, regulatory fees | | 8,348 | | | 36,635 | | | 16,338 | | | 43,593 | |
Travel | | 53,346 | | | 15,773 | | | 178,505 | | | 27,891 | |
| | | | | | | | | | | | |
| | 695,964 | | | 688,516 | | | 1,375,119 | | | 952,835 | |
Other Income (Expenses) | | | | | | | | | | | | |
Write off mineral properties | | (1,012,667 | ) | | - | | | (1,012,667 | ) | | - | |
Property investigation | | - | | | (40,041 | ) | | | | | (90,517 | ) |
Interest income | | 56,342 | | | 34,611 | | | 122,701 | | | 65,201 | |
Non-controlling interest | | 45,974 | | | (25,716 | ) | | 47,099 | | | (23,830 | ) |
| | | | | | | | | | | | |
Loss and Comprehensive Loss for the Period | $ | 1,606,315 | | $ | 719,661 | | $ | 2,217,986 | | $ | 1,001,981 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Loss per Share – Basic and Diluted | $ | (0.03 | ) | $ | (0.02 | ) | $ | (0.05 | ) | $ | (0.01 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Weighted Average Number of Common Shares | | | | | | | | | | | | |
Outstanding | | 49,417,312 | | | 39,345,420 | | | 48,788,607 | | | 39,304,438 | |
- See Accompanying Notes -
Calibre Mining Corp. | Statement 4 |
(An Exploration Stage Company) | |
Interim Consolidated Statements of Cash Flows | |
For the Period Ended June 30 | |
Canadian Funds | |
(Unaudited) | |
| | Three months | | | Six months | |
Cash Resources Provided By (Used in) | | 2007 | | | 2006 | | | 2007 | | | 2006 | |
| | | | | | | | | | | | |
Operating Activities | | | | | | | | | | | | |
Loss for the period | $ | (1,606,315 | ) | $ | (719,661 | ) | $ | (2,217,986 | ) | $ | (1,001,981 | ) |
Items not affecting cash: | | | | | | | | | | | | |
Amortization | | 12,347 | | | 20,159 | | | 18,678 | | | 24,663 | |
Write off – mineral properties | | 1,012,667 | | | - | | | 1,012,667 | | | - | |
Non-controlling interest | | (45,974 | ) | | 25,715 | | | (47,099 | ) | | 23,830 | |
Stock-based compensation | | 222,689 | | | 452,498 | | | 445,754 | | | 556,008 | |
Net changes in non-cash working capital | | | | | | | | | | | | |
components: | | | | | | | | | | | | |
Amounts receivable | | (12,411 | ) | | (23,483 | ) | | (18,616 | ) | | (39,541 | ) |
Accounts payable/accrued liabilities/due to | | | | | | | | | | | | |
related parties | | (250,507 | ) | | (61,165 | ) | | (160,771 | ) | | (11,158 | ) |
Prepaid expenses | | 59,475 | | | 15,869 | | | 113,387 | | | (19,271 | ) |
| | (608,029 | ) | | (290,068 | ) | | (853,986 | ) | | (467,450 | ) |
| | | | | | | | | | | | |
Investing Activities | | | | | | | | | | | | |
Property and equipment acquired | | (132,539 | ) | | (5,734 | ) | | (168,268 | ) | | (21,776 | ) |
Mineral property costs | | (280,642 | ) | | (267,614 | ) | | (701,359 | ) | | (334,623 | ) |
| | (413,181 | ) | | (273,348 | ) | | (869,627 | ) | | (356,399 | ) |
| | | | | | | | | | | | |
Financing Activities | | | | | | | | | | | | |
Cash received for shares – net of issuance costs | | 31,250 | | | - | | | 181,250 | | | - | |
| | 31,250 | | | - | | | 181,250 | | | - | |
| | | | | | | | | | | | |
Net Decrease in Cash and Cash Equivalents | | (989,960 | ) | | (563,416 | ) | | (1,542,363 | ) | | (823,849 | ) |
Cash and Cash Equivalents – Beginning of Period | | 7,133,481 | | | 4,784,809 | | | 7,685,884 | | | 5,045,242 | |
Cash and Cash Equivalents – End of Period | $ | 6,143,521 | | $ | 4,221,393 | | $ | 6,143,521 | | $ | 4,221,393 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Schedule of Non-Cash Investing and Financing | | | | | | | | | | | | |
Activities | | | | | | | | | | | | |
Shares issued for mineral property | $ | - | | $ | 101,250 | | $ | - | | $ | 101,250 | |
Stock-compensation costs recorded in share capital | $ | 222,689 | | $ | 556,008 | | $ | 445,754 | | $ | 1,756,827 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Supplemental Cash Flow Disclosure: | | | | | | | | | | | | |
Cash paid for interest | $ | - | | $ | - | | $ | - | | $ | - | |
Cash paid for income taxes | $ | - | | $ | - | | $ | - | | $ | - | |
- See Accompanying Notes -
Calibre Mining Corp. | Schedule |
(An Exploration Stage Company) | |
Consolidated Schedules of Mineral Property Costs | |
For the Period Ended June 30, 2007 | |
Canadian Funds | |
(Unaudited) | |
| | Point | | | Cargo, | | | Total | |
| | Leamington, | | | Australia | | | | |
| | Canada | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Deferred exploration expenditures | | | | | | | | | |
Assaying | $ | - | | $ | 19,630 | | $ | 19,630 | |
Drilling | | - | | | 72,212 | | | 72,212 | |
Equipment rental | | - | | | 2,119 | | | 2,119 | |
Geological consulting | | 7,686 | | | 444,274 | | | 451,960 | |
Geophysical | | 209,060 | | | 4,107 | | | 213,167 | |
Mineral claim maintenance | | 580 | | | - | | | 580 | |
Administration | | - | | | 114,148 | | | 114,148 | |
Travel | | - | | | 33,530 | | | 33,530 | |
Costs for the Period | | 217,326 | | | 690,020 | | | 907,346 | |
| | | | | | | | | |
Write off – mineral properties(Note 5) | | | | | (1,012,667 | ) | | (1,012,667 | ) |
Balance –December 31, 2006 | | 1,416,076 | | | 897,524 | | | 2,313,600 | |
Balance – June 30, 2007 | $ | 1,633,402 | | $ | 574,877 | | $ | 2,208,279 | |
- See Accompanying Notes -
Calibre Mining Corp. |
(An Exploration Stage Company) |
Notes to Interim Consolidated Financial Statements |
June 30, 2007 |
Canadian Funds |
(Unaudited) |
|
|
1. | Nature of Business |
| |
| Calibre Mining Corp. (“CXB” or the “Company”) (“An Exploration Stage Company”) is an exploration and mine development company focused on the acquisition, advancement and development of global precious and base metal assets. The recovery of the Company’s investment in its mineral properties is dependent upon the discovery, development and production from ore reserves and the ability to raise sufficient capital to finance these operations. The ultimate outcome of these operations cannot presently be determined because they are contingent on future matters. |
| |
| The Company’s common shares are listed on the TSX Venture Exchange under the symbol “CXB ”. The Company’s corporate head office is in Vancouver, Canada. |
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| These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada. |
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2. | Significant Accounting Policies |
| |
| Basis of Consolidation |
| |
| These consolidated financial statements include the accounts of the Company and of Cybele Resources Inc. (“Cybele”) and Cybele’s subsidiary Cybele Resources (Australia) Pty. Ltd., (“Cybele Australia”). TLC owns 96.3% of Cybele. Cybele is a British Columbia company incorporated April 18, 2005. Cybele Australia is an Australian company incorporated on November 28, 2005. During the prior year, Cybele incorporated Cybele (Vanuatu) Ltd. , Cybele (PNG) Ltd., and Cybele (Solomon Islands) Limited. All intercompany balances and transactions have been eliminated upon consolidation. |
| |
| These interim consolidated financial statements follow the same accounting policies and methods of their application as the most recent annual consolidated financial statements. These interim financial statements should be read in conjunction with the audited financial statements of the Company as at December 31, 2006. |
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| Adoption of new accounting standards |
| |
| On January 1, 2007, the Company adopted two new accounting standards issued by the Canadian Institute of Chartered Accountants (“CICA”); Section 3855, “Financial instruments – recognition and measurement”, and Section 1530, “Comprehensive income”. These standards were adopted on a prospective basis and as such, prior periods have not been restated. |
| |
| a)Comprehensive income |
| |
| Section 1530 introduces Comprehensive Income which is comprised of Net Income and Other Comprehensive Income (“OCI”) and represents changes in Shareholders’ equity during a period arising from transactions and other events with non-owner sources. Other Comprehensive Income includes unrealized gains and losses on financial assets classified as available-for-sale, unrealized foreign currency translation amounts, net of hedging, arising from self-sustaining foreign operations, and changes in the fair value of the effective portion of cash flow hedging instruments. |
Calibre Mining Corp. |
(An Exploration Stage Company) |
Notes to Interim Consolidated Financial Statements |
June 30, 2007 |
Canadian Funds |
(Unaudited) |
|
|
2. | Significant accounting policies-Continued |
| | |
| a)Comprehensive income |
| | |
| The Company’s Financial Statements will include a Statement of Comprehensive Income and the cumulative amount, Accumulated Other Comprehensive Income (“AOCI”) will be presented as a new category of Shareholders’ equity in the Balance Sheet. |
| | |
| b)Financial instruments – recognition and measurement |
| | |
| Section 3855 establishes standards for recognizing and measuring financial assets, financial liabilities and non-financial derivatives. It requires that financial assets and financial liabilities including derivatives be recognized on the balance sheet when the Company becomes a party to contractual provisions of the financial instrument or a derivative contract. All financial instruments should be measured at fair value on initial recognition except for certain related party transactions. Measurement in subsequent periods depends on whether the financial instrument has been classified as held-for-trading, available -for -sale, held-to-maturity, loans and receivables, or other liabilities. |
| | |
| Financial assets and financial liabilities held -for-trading will be measured at fair value with gains and losses recognized in the Company’s loss for the period. Financial assets held-to-maturity, loans and receivables and financial liabilities other that those held -for -trading, will be measured at amortized cost using the effective interest method of amortization. Available -for-sale financial assets will be measured at fair value with unrealized gains and losses including changes in foreign exchange rates being recognized in OCI. Investments in equity instruments classified as available -for -sale that do not have a quoted market price in an active market will be measured at cost. Derivative instruments must be recorded on the balance sheet at fair value including those derivatives that are embedded in financial instruments or other contacts but are not closely related to the host financial instrument or contract, respectively. Changes in the fair values of derivative instruments will be recognized in the Company’s loss for the period, except for derivatives that are designated as a cashflow hedge, the fair value change for which will be recognized in OCI. Section 3855 permits an entity to designate any financial instrument as held -for-trading on initial recognition or adoption of the standard, even if that instrument would not otherwise satisfy the definition of held-for-trading set out in Section 3855. Other significant accounting implications arising on adoption of Section 3855 include the initial recognition of certain financial guarantees at fair value on the balance sheet and the immediate expensing of any related transaction costs, fees or premiums. |
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| | |
3. | Fair Value of Financial Instruments |
| | |
| The Company’s financial instruments consist of cash and cash equivalents, amounts receivable, accounts payable, and amounts due to related parties. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these instruments approximates their carrying value due to their short -term maturity or capacity of prompt liquidation. |
| |
Calibre Mining Corp. |
(An Exploration Stage Company) |
Notes to Interim Consolidated Financial Statements |
June 30, 2007 |
Canadian Funds |
(Unaudited) |
|
|
| | | | | | | | | Net Book | | | Net Book | |
| | | | | | Accumulated | | | Value | | | Value | |
| | | Cost | | | Amortization | | | 2007 | | | 2006 | |
| Computer equipment and | | | | | | | | | | | | |
| software | $ | 128,061 | | $ | (26,930 | ) | $ | 101,131 | | $ | 29,845 | |
| Furniture and office | | | | | | | | | | | | |
| equipment | | 106,245 | | | (13,835 | ) | | 92,410 | | | 75,033 | |
| | | | | | | | | | | | | |
| Leasehold improvements | | 14,385 | | | (532 | ) | | 13,853 | | | - | |
| Vehicle | | 48,947 | | | (1,873 | ) | | 47,074 | | | - | |
| | | | | | | | | | | | | |
| | $ | 297,638 | | $ | (43,170 | ) | $ | 254,468 | | $ | 104,878 | |
| |
5. | Mineral Property Costs |
| |
| Details are as follows: |
| | | | | | Deferred | | | Total | | | Total | |
| | | Acquisition | | | Exploration | | | 2007 | | | 2006 | |
| | | | | | | | | | | | | |
| Point Leamington Property | $ | 655,000 | | $ | 978,402 | | $ | 1,633,402 | | $ | 1,416,076 | |
| Cargo | | - | | | 574,877 | | | 574,877 | | | - | |
| International | | - | | | 1,012,667 | | | 1,012,667 | | | 972,462 | |
| Write off – mineral properties | | - | | | (1,012,667 | ) | | (1,012,667 | ) | | (74,938 | ) |
| | $ | 655,000 | | $ | 1,553,279 | | $ | 2,208,279 | | $ | 2,313,600 | |
| a) | Point Leamington Property, Newfoundland, Canada |
| | |
| | Pursuant to a letter agreement dated February 13, 2004 with Rubicon Minerals Corporation (“Rubicon”) the Company acquired a 100% interest in the Point Leamington deposit and Mining Lease, located in Newfoundland, Canada. As consideration, the Company issued 600,000 common shares and paid $250,000 |
| | |
| | There is a 2% Net Smelter Return Royalty on the property held by third parties. In addition, the Company acquired an by staking an additional 1,044 claims in the vicinity of its Point Leamington Mining Lease for a total cost of $62,640. There are no Net Smelter Return Royalties on the newly staked claims. |
Calibre Mining Corp. |
(An Exploration Stage Company) |
Notes to Interim Consolidated Financial Statements |
June 30, 2007 |
Canadian Funds |
(Unaudited) |
|
|
5. | Mineral Property Costs–Continued |
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| b) | International |
| | |
| | During the prior year the Company has acquired one Exploration License and two Prospecting Licenses in Vanuatu and three Prospecting Licenses in the Solomon Islands. During the period the Company has decided not to pursue any further exploration and the related acquisition and exploration costs associated with the properties have been written off. |
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| c) | Cargo Farm-in and Joint Venture Agreement |
| | |
| | The Company has entered into a Farm -in and Joint Venture Agreement dated December 19, 2006 with Golden Cross Operations Pty. Ltd. (“Golden”) covering Exploration Licence 5238 (“Cargo Licence”) located in New South Wales, Australia. Under the terms of the agreement the Company can acquire a 70% direct interest in the Cargo License from Golden by spending AUD$5.0 million on exploration and development over 4 years. The Company has committed to a minimum AUD$250,000 by November 28, 2007 with subsequent annual minimum expenditures being at the election of the Company as follows: Year 2: AUD$750,000, Year 3: AUD$1,500,000 and Year 4: AUD$2,500,000. Expenditures in excess of these amounts can be accumulated and carried forward. Once the Company confirms its 70% interest in the Cargo Licence, subsequent program budgets would be funded 70% by the Company and 30% by Golden unless Golden elects to withdraw. In this event the Company could acquire a further 30% interest from Golden and Golden would be entitled to a Net Smelter Return (“NSR”) royalty from future production. The NSR royalty shall be 0.33% in the first year after commencement of production, 0.67% in the second year, 1.33% in the third year and 2.0% in the fourth year and thereafter, provided that if the average daily gold price during any quarter within the first three years is above US$650/oz, an additional 0.33% shall be payable in respect of that quarter. |
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6. | Cybele Resources Inc. |
| | |
| During 2005 the Company invested $477,000 in Cybele representing 95.08% of the issued and outstanding shares of Cybele. On November 7, 2005 Cybele purchased, from a director of the Company, intellectual property used for the construction and manipulation of digital databases in order to identify gold and copper properties and define priority targets. As consideration, Cybele must pay a 0.5% Net Smelter Return royalty on certain properties identified by the intellectual property. As no properties are producing ore at this time, no consideration has been paid. Should there be payments made, it will be treated, for accounting purposes, as period costs. |
| | |
| During 2006, the Company purchased an additional 1.22% of Cybele for consideration of US$1,000,000 bringing the Company’s ownership to 96.30%. TLC now owns 15,600,000 common shares out of a total of 16,200,000 commons shares of Cybele. The balance of the common shares are held by Cybele management. As part of the financing into Cybele, the Company was granted 2,000,000 warrants to purchase additional Cybele shares for US$0.25 until June 2008. |
| | |
| Since the Company does not own 100% of Cybele, there is a non -controlling interest which is recorded at carrying value. This amount is then adjusted for period costs by the non-controlling interest’s portion of the income/(loss). |
Calibre Mining Corp. |
(An Exploration Stage Company) |
Notes to Interim Consolidated Financial Statements |
June 30, 2007 |
Canadian Funds |
(Unaudited) |
|
|
6. | Cybele Resources Inc.–Continued |
| |
| Details are as follows: |
| Total net assets of Cybele at June 30, 2007 | $ | 902,447 | |
| Multiplied by the non -controlling interest – 3.70% | | 33,390 | |
| December 31, 2005 loss allocated to non-controlling interest | | (2,817 | ) |
| December 31, 2006 loss allocated to non -controlling interest | | (12,076 | ) |
| June 30, 2007 loss allocated to non-controlling interest | | (18,496 | ) |
| Total non-controlling interest - Cybele | $ | 1 | |
| Subsequent to June 30, 2007 the Company reached agreement with the minority shareholders of Cybele acquire their 3.7% interest in Cybele. Upon completion of the transaction Calibre will own 100% of the issued and outstanding common shares of Cybele. The parties have entered into a share exchange agreement whereby Calibre will issue 442,000 common shares in exchange for 2,210,000 Cybele common shares. |
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7. | Share Capital |
| a) | Authorized: Unlimited number of common shares without par value. |
| | |
| b) | Stock split |
| | |
| | Pursuant to a special shareholder resolution, the Company affected a 2 new for 1 old stock split on June 15, 2006. All comparative number of shares, options and warrants as well as the weighted average shares outstanding and net loss per share figures have been presented reflecting the stock split. |
| | |
| c) | Share issuance |
| | |
| | During 2006 the Company issued by way of a non -brokered private placement financing 8.7 million units at a price of $0.52 per unit for gross proceeds of $4,524,000. Each unit consists of one common share and one-half of a common share purchase warrant. One full warrant will allow the holder to purchase one common share in the Company until January 12, 2008 at a price of $1.00 per share. |
| | |
| | The fair value attributable to the common shares and warrants was $4,032,821 and $468,069 respectively. |
| Assumptions | |
| Risk-free interest rate | 4.27% |
| Expected stock price volatility | 60.37% |
| Expected dividend yield | 0.00% |
| Expected life of warrants | 18 months |
Calibre Mining Corp. |
(An Exploration Stage Company) |
Notes to Interim Consolidated Financial Statements |
June 30, 2007 |
Canadian Funds |
(Unaudited) |
|
|
7. | Share Capital–Continued |
| i) | The Company has established a share purchase option plan whereby the Board of Directors, may from time to time, grant options to directors, officers, employees or consultants to a maximum of 7,780,000 options. Options granted must be exercised no later than five years from date of grant or such lesser period as determined by the Company’s Board of Directors. The exercise price of an option is not less than the closing price on the Exchange on the last trading day preceding the grant date. |
| | |
| | Options granted to directors, officers and employees vest according to the following schedule: |
| | |
| | 25% - on grant date |
| | 25% - six months after grant date 25% - twelve months after grant date 25% - eighteen months after grant date |
| | |
| ii) | A summary of the Company’s options at June 30, 2007 and the changes for the period are as follows: |
| | Outstanding | | | | Outstanding | | |
| Exercise | December 31, | | | Expired or | June 30, | | |
| Price | 2006 | Granted | Exercised | Cancelled | 2007 | | Expiry date |
| $0.125 | 1,910,000 | - | (1,450,000) | - | 460,000 | | December 11, 2008 |
| $1.00 | 10,000 | - | - | - | 10,000 | | April 29, 2009 |
| $0.675 | 400,000 | - | - | - | 400,000 | | August 29, 2009 |
| $0.60 | 400,000 | - | - | - | 400,000 | | March 4, 2010 |
| $0.50 | 1,420,000 | - | - | - | 1,420,000 | | May 18, 2010 |
| $0.75 | 50,000 | - | - | - | 50,000 | | January 26, 2011 |
| $0.625 | 50,000 | - | - | - | 50,000 | | April 27, 2011 |
| $0.625 | 1,000,000 | - | - | - | 1,000,000 | | June 9, 2011 |
| $0.65 | 50,000 | - | - | - | 50,000 | | June 19, 2011 |
| $0.44 | - | 2,500,000 | - | - | 2,500,000 | | March 7, 2012 |
| $0.60 | - | 1,000,000 | - | - | 1,000,000 | | June 12, 2012 |
| | 5,290,000 | 3,500,000 | (1,450,000) | - | 7,340,000 | | |
| | | | | | | | |
| Weighted average | | | | | | | |
| exercise price | $0.41 | $0.49 | $0.125 | - | $0.51 | | |
| | | | Average | | |
| | | Weighted | remaining | | |
| | Number of | Average | contractual | | |
| Details | Options | Exercise Price | life in years | | Expiry |
| Vested as at | | | | | December 11, 2008 to |
| June 30, 2007 | 4,677,500 | $0.49 | 3.22 | | June 12, 2012 |
| Outstanding as at | | | | | December 11, 2008 to |
| June 30, 2007 | 7,340,000 | $0.51 | 2.93 | | June 12, 2012 |
Subsequent to June 30, 2007, 450,000 options expiring December 11, 2008 and May 18, 2010 were exercised.
Calibre Mining Corp. |
(An Exploration Stage Company) |
Notes to Interim Consolidated Financial Statements |
June 30, 2007 |
Canadian Funds |
(Unaudited) |
|
|
7. | Share Capital–Continued |
| d) | Share Purchase Options–Continued |
| ii) | -Continued |
| | |
| | For the newly granted options, compensation expense is based on the fair value of the options at the grant date. For any options that have alteration in their conditions, compensation expense is based on the fair value of the options on the alteration date less the fair value of the original options based on the shorter of the remaining expanded life of the old option or the expected life of the modified option. |
| | |
| iii) | During the 2006 fiscal year, the Company granted stock options of 1,150,000 to employees and consultants of the Company. Each option entitles the holder to acquire one common share of the Company at exercise prices ranging from $0.625 to $0.75 per share, expiring January 26, 2011 to June 19, 2011. The total fair value of the options granted was calculated to be $568,206. As at June 30, 2007, 862,500 of these options vested. Since options are granted under a graded vesting schedule, the Company recorded $35,858 in stock-based compensation expense and $36,110 has been recorded as mineral property costs in relation to these options during the current period. |
| | |
| | During the period ended June 30, 2007 the Company granted stock options of 3,500,000 to employees of the Company. Each option entitles the holder to acquire one common share of the Company at an exercise prices ranging from $0.44 to $0.60 per share, expiring March 7, 2012 to June 12, 2012. The total fair value of the options granted was calculated to be $773,819. As at June 30, 2007, 875,000 of these options vested. Since options are granted under a graded vesting schedule, the Company recorded $276,637 in stock-based compensation expense during the current period. |
| | |
| | The fair value of the options used in the information above has been estimated at the date of grant of options using the Black-Scholes option pricing model with the following assumptions: |
| | 2007 | 2006 | 2005 |
| Average risk free interest rate | 4.34% | 4.23% | 3.35% |
| Average expected option life | 3 years | 3 years | 3 years |
| Stock volatility – based on trading history | 60.81% | 136.24% | 162.25% |
| Dividend payments during life of option | Nil | Nil | Nil |
Calibre Mining Corp. |
(An Exploration Stage Company) |
Notes to Interim Consolidated Financial Statements |
June 30, 2007 |
Canadian Funds |
(Unaudited) |
|
|
7. | Share Capital–Continued |
| d) | Share Purchase Options–Continued |
| iv) | During 2006, the Company’s subsidiary, Cybele, granted 1,200,000 stock options to directors and officers of Cybele. Each option entitles the holder to acquire one common share of Cybele at an exercise price of $0.25 USD per share, expiring June 9, 2011. The total fair value of the options granted was calculated to be $724,017. The Company recorded $47,549 in stock-based compensation expense and $47,426 has been recorded as mineral property costs in relation to these options for the period ended June 30, 2007. |
| | |
| | In a recent continuous disclosure view, the SEC determined that for US GAAP purposes it is generally not possible to treat as equity, warrants whose exercise price is different from the functional currency of the entity. The SEC’s view is that for US GAAP purposes such warrants are derivative instruments and should be recorded as liabilities and carried at fair value, with changes in fair value recorded in earnings. A recent meeting of the FASB considered the SEC’s view and the FASB have recommended that Companies be allowed to implement this accounting in a future year, as an accounting change. The Company intends to adopt this accounting in the period the FASB recommends and to treat the adjustments as an accounting change. |
| | |
| | A summary of the Cybele’s options at June 30, 2007 and the changes for the period are as follows: |
| | Outstanding | | | | Outstanding | | |
| Exercise | December 31, | | | Expired or | June 30, | | |
| Price | 2006 | Granted | Exercised | Cancelled | 2007 | | Expiry date |
| $0.25USD | 410,000 | - | - | - | 410,000 | | November 7, 2010 |
| $0.25USD | 1,200,000 | - | - | - | 1,200,000 | | June 9, 2011 |
| | 1,610,000 | - | - | - | 1,610,000 | | |
| Weighted average | | | | | | | |
| exercise price | $0.25USD | $- | $- | $- | $0.25USD | | |
| | Number of | Weighted Average | | |
| | Options | Exercise Price | | Expiry |
| Vested as at June 30, 2007 | 1,310,000 | $0.25USD | | November 7, 2010 to June 9, 2011 |
The fair value of the options used in the information above has been estimated at the date of grant of options using the Black-Scholes option pricing model with the following assumptions:
| | 2006 | 2005 |
| Average risk free interest rate | 4.25% | 3.86% |
| Average expected option life | 3 years | 3 years |
| Stock volatility – based on trading history | 135.92% | 147.91% |
| Dividend payments during life of option | Nil | Nil |
Calibre Mining Corp. |
(An Exploration Stage Company) |
Notes to Interim Consolidated Financial Statements |
June 30, 2007 |
Canadian Funds |
(Unaudited) |
|
|
7. | Share Capital–Continued |
| d) | Share Purchase Options–Continued |
| iv) | –Continued |
| | |
| | The Black-Scholes option pricing model was created for use in estimating the fair value of freely tradable, fully transferable options. The Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the highly subjective input assumptions can materially affect the calculated values, management believes that the accepted Black-Scholes model does not necessarily provide a reliable measure of the fair value of the Company’s stock option awards. |
| e) | Share Purchase Warrants |
| | |
| | As at March 31, 2007, the following share purchase warrants are outstanding: |
| | Outstanding | | | | Outstanding | | |
| Exercise | December 31, | | | Expired or | June 30, | | |
| Price | 2006 | Issued | Exercised | Cancelled | 2007 | | Expiry date |
| $1.00 | 4,350,000 | - | - | - | 4,350,000 | | January 12, 2008 |
| | 4,350,000 | - | - | - | 4,350,000 | | |
| | | | | | | | |
| Weighted average | | | | | | | |
| exercise price | $1.00 | - | - | - | $1.00 | | |
| |
8. | Related Party Transactions |
| | |
| Except as noted elsewhere in these consolidated financial statements, related party transactions are as follows: |
| | |
| a) | As at June 30, 2007, amounts due to related parties consist of $65,064 (2006 - $38,300) owing to directors and an officer. These amounts include legal fees, furniture, staff and travel expenses. These amounts are non-interest bearing, unsecured and due on demand. |
| | |
| b) | During the period, legal fees of $34,617 (2006 - $19,067) were paid to a law firm associated with an officer of the Company. |
| | |
| c) | During this period director fees in the amount of $20,000 were paid to the independent directors of the Company. |
| | |
| These transactions are in the normal course of operations and are measured at the exchange amount of consideration established and agreed to by the related parties. |
| |
Calibre Mining Corp. |
(An Exploration Stage Company) |
Notes to Interim Consolidated Financial Statements |
June 30, 2007 |
Canadian Funds |
(Unaudited) |
|
|
A reconciliation of income taxes at statutory rates with the reported taxes is as follows:
| | | December | |
| | | 31, 2006 | |
| | | | |
| Loss before income taxes | $ | (1,635,838 | ) |
| | | | |
| Expected income tax (recovery) | $ | (553,845 | ) |
| Items not deductible for income tax | | | |
| purposes | | 205,136 | |
| Unrecognized benefit of non-capital losses | | 348,709 | |
| | | | |
| Total income taxes | $ | - | |
| | | | |
| Represented by: | | | |
| Current income tax | $ | - | |
| Future income tax | $ | - | |
The significant components of the Company's future income tax assets and liabilities are as follows:
| | | December | |
| | | 31, 2006 | |
| | | | |
| Future income tax assets (liabilities) | | | |
| Financing costs | $ | 6,452 | |
| Loss carry -forwards | | 1,028,976 | |
| Undepreciated capital cost in excess of | | | |
| accounting net book value | | 21,765 | |
| Mineral properties | | 81,406 | |
| | | | |
| | | 1,138,599 | |
| Valuation allowance | | (1,138,599 | ) |
| | | | |
| Net future income tax assets | $ | - | |
As at December 31, 2006, the Company has non-capital losses for Canadian tax purposes of approximately $2,515,726 available to offset against taxable income in future years, which, if unutilized, will expire through to 2016. In addition, the Company has tax losses for Australian purposes of approximately $568,702 available to offset against taxable income in future years for an indefinite period, subject to certain conditions. The Company has resource exploration expenditures of approximately $1,654,664 available to reduce taxable income of future years, subject to certain restrictions. Future tax benefits which may arise as a result of these losses, resource deductions and other tax assets have not been recognized in these financial statements, and have been offset by a valuation allowance.
Calibre Mining Corp. |
(An Exploration Stage Company) |
Notes to Interim Consolidated Financial Statements |
June 30, 2007 |
Canadian Funds |
(Unaudited) |
|
|
10. | Commitments |
| |
| During the year, the Company signed a lease agreement for the rental of office space. The lease expires June 30, 2011. The future minimum lease obligations are as follows: |
| | | Amount | |
| 2007 | $ | 55,695 | |
| 2008 | | 114,251 | |
| 2009 | | 117,113 | |
| 2010 | | 117,113 | |
| 2011 | | 58,537 | |
| | $ | 462,709 | |
| | | | |