UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(AMENDMENT NO. 1)
(Mark One)
[ ]REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[ x ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year endedApril 30, 2008
OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to __________
OR
[ ]SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report ____________
Commission file number001-33439
CROSSHAIR EXPLORATION & MINING CORP.
(Exact name of Registrant as specified in its charter)
British Columbia, Canada
(Jurisdiction of incorporation or organization)
Suite 1240, 1140 West Pender Street, Vancouver, B.C. Canada V6E 4G1
(Address of principal executive offices)
Mark Morabito, Phone: (604) 681-8030,mark@crosshairexploration.com
Suite 1240, 1140 West Pender Street, Vancouver, B.C. Canada V6E 4G1
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered |
Common Shares, without par value | American Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:
84,595,825
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[ ] Yes [ x ] No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
[ ] Yes [ x ] No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[ x ] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] | Accelerated filer [ x ] | Non-accelerated filer [ ] |
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statement included in this filing:
U.S. GAAP [ ] | International Financial Reporting Standards as issued by the International Accounting Standards Board [ ] | Other [ x ] |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
[ x ] Item 17 [ ] Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ] Yes [ x ] No
Index to Exhibits on Page 4
EXPLANATORY NOTE
Crosshair Exploration & Mining Corp. (“Crosshair” or the “Company”) is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 20-F. This Amendment No. 1 on Form 20-F (the “Amendment”) hereby amends Crosshair’s annual report on Form 20-F for the fiscal year ended April 30, 2008, as originally filed with the Securities and Exchange Commission (the “SEC”) on July 29, 2008 (the “Original Filing”). At the time of the Original Filing, management had been unable to complete its assessment of the effectiveness of the Company’s internal control over financial reporting as of April 30, 2008 as required by Section 404 of the United States Sarbanes-Oxley Act of 2002. As a result, the Company’s independent registered public accounting firm was unable to complete its audit of management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of April 30, 2008, and was unable to attest to management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of April 30, 2008. This Amendment is being filed to address these two items, which have now been completed, and correct the previously deficient filing. Because the Company must re-file the reports of its auditors, it must refile its financial statements for the fiscal year ended Apri 30, 2008, and also update the subsequent event note to the Company’s financial statements to reflect changes that have occurred since the Original Filing. Otherwise, this Amendment does not reflect events occurring after the filing of the Original Filing and should not be viewed as updating any other information contained therein. Except as described above, no other changes have been made to the Original Filing.
PART II |
ITEM 15. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
At the end of the period covered by this report, an evaluation of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) of the Exchange Act) was carried out by the Company’s Chief Executive Officer and Chief Financial Officer. Based upon the evaluation, and notwithstanding the fact that management determined that there were material weaknesses with respect to the Company’s internal control over financial reporting, the Company’s Chief Executive Officer and Chief Financial Officer have concluded as of the end of the period covered by this report that the design and operation of the Company’s disclosure controls and procedures are effective at the reasonable assurance level to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. Management determined that the material weaknesses in internal control over financial reporting regarding controls at the entity level, information technology systems, stock-based compensation calculations, and income tax accounting did not arise from ineffectiveness of the Company’s disclosure controls and procedures.
Notwithstanding the foregoing, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that the Company’s disclosure controls and procedures will detect or uncover every situation involving the failure of persons within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports. The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objective of ensuring that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is communicated to management to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s management has employed a framework consistent with Exchange Act Rule 13a-15(c), to evaluate the Company’s internal control
1
over financial reporting described below. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with Canadian generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, has assessed the effectiveness of the Company’s internal control over financial reporting as of April 30, 2008, based on the control criteria established in a report entitled Internal Control - - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). That framework defines a material weakness as a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
Control Environment.In addition to management’s inability to complete its assessment of internal control over financial reporting in a timely manner the Company did not maintain an effective control environment based on the criteria established in the COSO framework. Controls were not effective primarily due to a lack of formalized policies and procedures, lack of controls over the expenditure cycle, lack of controls to monitor operating results, lack of formalized accounting approval and review procedures and a lack of a compliance and internal control function. Based on such evaluation, the Company has concluded that its internal control over financial reporting was not effective and contained material weaknesses as of April 30, 2008. Management has identified the following control deficiencies, each of which represents a material weakness in the Company’s internal control over financial reporting as of April 2008:
Inadequate and ineffective information technology controls are noted along with a lack of information technology policies and procedures that relate to program changes, computer and application operations, access, security, and disaster recovery plans may not ensure the proper operation of information systems surrounding financial reporting;
Inadequate controls were noted related to the stock-based compensation calculations that could lead to stock-based compensation not being appropriately valued or the inaccuracy in compensation expenses or compensation expenses being recorded in the incorrect period; and
Inadequate controls were noted related to the accounting for income tax as a result of aggregate deficiencies including but not limited to no formalized process, review procedures and documentation.
Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of April 30, 2008 has been audited by Davidson & Company LLP, an independent registered public accounting firm that has issued an opinion on the effectiveness of the Company’s internal control over financial reporting as of April 30, 2008. The Auditors Report is included in the Company’s financial statements attached hereto.
Remediation of the Material Weaknesses in Internal Control over Financial Reporting
Management has reported to the Audit Committee the identification of the material weaknesses and significant deficiencies identified in its assessment. Key elements of the remediation effort include, but are not limited to the following initiatives:
- Adopting and implementing common policies, procedures and controls, and communicating roles and responsibilities to all personnel involved in and having an impact on the financial reporting function;
2
Providing the necessary training to personnel; building internal control knowledge; defining user-access rights to the Company’s accounting systems; developing and formalizing policies and procedures; formalizing approval, review and reporting protocols; and enhancing the Company’s information systems and lines of communications;
Management effecting changes in its stock administration process to improve controls relating to the accuracy and completeness of stock-based compensation calculations, estimates and judgment exercised. Sufficient safeguards being implemented to enhance coordination and communication among legal, finance and human resource functions along with appropriate review procedures of stock-related transactions and calculations;
Management formalizing effective information technology policies and procedures, which will address financial reporting risks associated with the information technology function including but not limited to: taking immediate steps to increase the security of the Company’s network and initiating a disaster recovery plan; and establishing a strong and effective control environment by implementing sound information technology security practices throughout the Company; and
Management taking steps to improve those controls related to accounting for income tax including the formalization of processes, procedures and documentation standards including adequate levels of review relating to income tax provisions.
Mark J. Morabito, Chief Executive Officer
Joseph Miller, Chief Financial Officer
Changes in Internal Control over Financial Reporting
Other than the issues and remediation discussed above, there were no changes in the Company’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART III |
ITEM 17. FINANCIAL STATEMENTS
The Company’s financial statements are stated in Canadian Dollars and are prepared in accordance with Canadian Generally Accepted Accounting Principles (“GAAP”), the application of which, in the Company’s case, conforms in all material respects for the periods presented with United States GAAP, except as discussed in footnotes to the financial statements.
Auditors’ Reports dated October 1, 2008
Balance Sheet at April 30, 2008 and 2007
Statement of Operations for the years ended April 30, 2008, 2007 and 2006
Statement of Cash Flows for the years ended April 30, 2008, 2007 and 2006
Notes to the Financial Statements for the year ended April 30, 2008
ITEM 18. FINANCIAL STATEMENTS
See “Item 17 – Financial Statements.”
3
ITEM 19. EXHIBITS
12.1 | |
12.2 | |
13.1 | |
13.2 |
4
CROSSHAIR EXPLORATION & MINING CORP.
FINANCIAL STATEMENTS
APRIL 30, 2008
(Expressed in Canadian Dollars)
www.crosshairexploration.com | Head Office | Phone: 604-681-8030 |
General Email:info@crosshairexploration.com | 1140 W. Pender Street, Suite 1240 | Toll Free: 1-866-683-8030 |
Investors:investor@crosshairexploration.com | Vancouver, BC, Canada V6E 4G1 | Facsimile: 604-681-8039 |
CXX: TSX CXZ: AMEX
INDEPENDENT AUDITORS’ REPORT
To the Shareholders of
Crosshair Exploration & Mining Corp.
We have audited the balance sheets of Crosshair Exploration & Mining Corp. as at April 30, 2008 and 2007 and the statements of operations, shareholders' equity and cash flows for the years ended April 30, 2008, 2007 and 2006. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with Canadian generally accepted auditing standards and with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at April 30, 2008 and 2007 and the results of its operations and cash flows for the years ended April 30, 2008, 2007 and 2006 in accordance with Canadian generally accepted accounting principles.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of April 30, 2008, based on criteria established inInternal Control – Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated October 1, 2008 expressed an adverse opinion of the Company’s internal control over financial reporting because of material weaknesses.
&nbs p; | "DAVIDSON & COMPANY LLP" |
Vancouver, Canada | Chartered Accountants |
October 1, 2008 |
1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, BC, Canada, V7Y 1G6
Telephone (604) 687-0947 Fax (604) 687-6172
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Crosshair Exploration & Mining Corp.
We have audited Crosshair Exploration & Mining Corp.’s (the “Company”) internal control over financial reporting as of April 30, 2008, based on criteria established inInternal Control – Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management’s assessment: Management determined the controls around information technology systems and processes relating to security, unauthorized access and disaster recovery were not effective. Management determined that controls over accounting for income taxes, including review procedures and documentation, were not effective. Management also determined that controls over accounting for stock-based compensation, including the calculation and timing of stock-based compensation expense, were not effective. These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the financial statements as of and for the year ended April 30, 2008 of the Company, and this report does not affect our report on those financial statements.
1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, BC, Canada, V7Y 1G6
Telephone (604) 687-0947 Fax (604) 687-6172
In our opinion, because of the effect of the material weaknesses identified above on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of April 30, 2008, based on the criteria established inInternal Control—Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We have also audited, in accordance with Canadian generally accepted auditing standards and with the standards of the Public Company Accounting Oversight Board (United States), the balance sheets of the Company as of April 30, 2008 and 2007and the related statements of operations and shareholders’ equity and cash flows for the years ended April 30, 2008, 2007 and 2006 and our report dated October 1, 2008 expressed an unqualified opinion on those financial statements.
&nbs p; | "DAVIDSON & COMPANY LLP" |
Vancouver, Canada | Chartered Accountants |
October 1, 2008 |
CROSSHAIR EXPLORATION & MINING CORP. | ||||||
BALANCE SHEETS | ||||||
AS AT APRIL 30 | ||||||
(Expressed in Canadian Dollars) | ||||||
2008 | 2007 | |||||
ASSETS | ||||||
Current assets | ||||||
Cash and cash equivalents | $ | 13,275,874 | $ | 14,311,417 | ||
Marketable securities at fair value (cost: $2,695,052 & $1,822,976, respectively) | 582,351 | 1,787,387 | ||||
Receivables | 558,345 | 444,929 | ||||
Prepaid expenses | 273,828 | 203,438 | ||||
14,690,398 | 16,747,171 | |||||
Equipment(Note 3) | 507,883 | 366,080 | ||||
Mineral properties(Note 4) | 27,071,981 | 14,551,292 | ||||
$ | 42,270,262 | $ | 31,664,543 | |||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||
Current liabilities | ||||||
Payables and accrued liabilities | $ | 1,192,271 | $ | 1,337,226 | ||
Due to related parties | 110,295 | 19,241 | ||||
1,302,566 | 1,356,467 | |||||
Future reclamation costs(Note 5) | 172,238 | - | ||||
Shareholders' equity | ||||||
Capital stock (Note 6) | ||||||
Authorized | ||||||
Unlimited number of common shares without par value | ||||||
Issued: 84,595,825 (April 30, 2007 – 70,912,072) common shares | 60,948,053 | 44,135,660 | ||||
Contributed surplus (Note 6) | 10,496,726 | 3,888,533 | ||||
Deficit | (30,649,321 | ) | (17,716,117 | ) | ||
40,795,458 | 30,308,076 | |||||
$ | 42,270,262 | $ | 31,664,543 |
Nature and continuance of operations (Note 1)
Basis of presentation (Note 2)
Subsequent events (Note 10)
Commitments and contingencies (Note 12)
On behalf of the Board:
“Mark J. Morabito” | Director | “Ian B. Smith” | Director |
Mark J. Morabito | Ian B. Smith |
The accompanying notes are an integral part of these financial statements.
CROSSHAIR EXPLORATION & MINING CORP. | |||||||||
STATEMENTS OF OPERATIONS | |||||||||
YEARS ENDED APRIL 30 | |||||||||
(Expressed in Canadian Dollars) | |||||||||
2008 | 2007 | 2006 | |||||||
EXPENSES | |||||||||
Accretion | $ | 5,502 | $ | - | $ | - | |||
Amortization | 148,138 | 43,882 | 7,477 | ||||||
Audit and accounting | 102,944 | 38,604 | 143,212 | ||||||
Consulting | 192,359 | 171,724 | 244,534 | ||||||
Directors fees (Note 8) | 108,500 | 60,500 | 63,000 | ||||||
Insurance | 68,426 | 35,897 | - | ||||||
Investor relations | 452,988 | 308,548 | 130,364 | ||||||
Legal (Note 8) | 128,045 | 212,486 | 100,700 | ||||||
Management fees (Note 8) | 71,250 | 50,000 | 225,000 | ||||||
Office and administration | 623,154 | 562,642 | 339,703 | ||||||
Property Investigations | - | 1,602 | 93,467 | ||||||
Rent | 156,358 | 83,979 | 67,132 | ||||||
Stock-based compensation (Note 6) | 7,097,948 | 3,696,601 | 682,213 | ||||||
Transfer agent and filing fees | 330,777 | 87,017 | 106,448 | ||||||
Travel | 273,115 | 306,978 | 165,538 | ||||||
Wages and salaries | 1,292,464 | 923,743 | 41,441 | ||||||
(11,051,968 | ) | (6,584,203 | ) | (2,410,229 | ) | ||||
OTHER ITEMS | |||||||||
Interest income | 407,731 | 345,287 | 233,065 | ||||||
Management income (Note 8) | 20,000 | 40,000 | 12,000 | ||||||
Gain on disposition of Sinbad Claims | 15,849 | - | - | ||||||
Realized gains – marketable securities | - | 701,494 | - | ||||||
Unrealized gains (losses)–marketable securities | (2,077,112 | ) | (35,589 | ) | - | ||||
Write-off of mineral properties (Note 4) | (247,704 | ) | - | (1,518,429 | ) | ||||
(1,881,236 | ) | 1,051,192 | (1,273,364 | ) | |||||
Loss before income tax | (12,933,204 | ) | (5,533,011 | ) | (3,683,593 | ) | |||
Future income tax recovery (Note 9) | - | - | 1,508,120 | ||||||
Loss for the year | (12,933,204 | ) | (5,533,011 | ) | (2,175,473 | ) | |||
Basic and diluted loss per common share | $ | (0.18 | ) | $ | (0.09 | ) | $ | (0.05 | ) |
Weighted average number of common shares | |||||||||
outstanding | 72,997,081 | 62,434,069 | 47,264,482 |
The accompanying notes are an integral part of these financial statements.
CROSSHAIR EXPLORATION & MINING CORP. |
STATEMENTS OF CASH FLOWS |
YEARS ENDED APRIL 30 |
(Expressed in Canadian Dollars) |
2008 | 2007 | 2006 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||
Loss for the year | $ | (12,933,204 | ) | $ | (5,533,011 | ) | $ | (2,175,743 | ) |
Items not affecting cash: | |||||||||
Amortization | 148,138 | 43,882 | 7,477 | ||||||
Stock-based compensation | 7,097,948 | 3,696,601 | 682,213 | ||||||
Write-off of mineral properties | 247,704 | - | 1,518,429 | ||||||
Future Income taxes | - | - | (1,508,120 | ) | |||||
Unrealized loss–marketable securities | 2,077,112 | 35,589 | - | ||||||
Realized gain-marketable securities | - | (701,494 | ) | - | |||||
Gain on Disposition of Sinbad Claims | (15,849 | ) | - | - | |||||
Accretion | 5,502 | - | - | ||||||
Purchase of marketable securities | - | (3,026,015 | ) | - | |||||
Proceeds from sales of marketable securities | (872,076 | ) | 1,904,533 | - | |||||
Non-cash working capital item changes | |||||||||
Receivables | (113,416 | ) | (215,602 | ) | (167,761 | ) | |||
Prepaid expenses | (70,390 | ) | (64,646 | ) | (137,592 | ) | |||
Payables and accrued liabilities | (1,163,602 | ) | 52,531 | (163,312 | ) | ||||
Due from related parties | - | 4,167 | 3,210 | ||||||
Due to related parties | 91,054 | 5,020 | (9,334 | ) | |||||
Net cash used in operating activities | (5,501,079 | ) | (3,798,445 | ) | (1,950,263 | ) | |||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||
Proceeds on sale on mineral property | 31,698 | - | - | ||||||
Mineral properties | (10,587,059 | ) | (8,480,906 | ) | (2,551,070 | ) | |||
Acquisition of equipment | (289,941 | ) | (283,593 | ) | (132,108 | ) | |||
Net cash used in investing activities | (10,845,302 | ) | (8,764,499 | ) | (2,683,178 | ) | |||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||
Issuance of shares for cash, net of costs | 15,310,838 | 12,926,385 | 13,834,710 | ||||||
Net cash provided by financing activities | 15,310,838 | 12,926,385 | 13,834,710 | ||||||
Net change in cash during the period | (1,035,543 | ) | 363,411 | 9,201,269 | |||||
Cash and cash equivalents, | |||||||||
beginning of period | 14,311,417 | 13,947,976 | 4,746,707 | ||||||
Cash and cash equivalents, closing | $ | 13,275,874 | $ | 14,311,417 | $ | 13,947,976 | |||
Cash and cash equivalents | |||||||||
Cash | $ | 4,927,439 | $ | 28,402 | $ | 3,947,976 | |||
Liquid short term investments | 8,348,435 | 14,283,015 | 10,000,000 | ||||||
$ | 13,275,874 | $ | 14,311,417 | $ | 13,947,976 |
Supplemental disclosures with respect to cash flows (Note 7)
The accompanying notes are an integral part of these financial statements.
CROSSHAIR EXPLORATION & MINING CORP. |
STATEMENT OF SHAREHOLDERS’ EQUITY |
(Expressed in Canadian Dollars) |
Share Capital | |||||||||||||||
Number of | Contributed | ||||||||||||||
Shares | Amount | Surplus | Deficit | Total | |||||||||||
Balance at April 30, 2005 | 37,610,540 | $ | 16,399,309 | $ | 606,495 | $ | (10,007,633 | ) | $ | 6,998,171 | |||||
Issued for (Note 6): | |||||||||||||||
Private placement | 12,977,500 | 11,182,000 | - | - | 11,182,000 | ||||||||||
Finder’s fee | 402,741 | 322,193 | - | - | 322,193 | ||||||||||
Less: Share issue costs | - | (1,536,806 | ) | - | - | (1,536,806 | ) | ||||||||
Property acquisition | 400,000 | 317,000 | - | - | 317,000 | ||||||||||
Exercise of agent’s options and stock options | 2,363,874 | 1,886,491 | - | - | 1,886,491 | ||||||||||
Exercise of agent’s warrants | 438,418 | 280,688 | - | - | 280,688 | ||||||||||
Exercise of warrants | 4,162,972 | 1,792,299 | - | - | 1,792,299 | ||||||||||
Stock-based compensation for the year | - | - | 1,335,620 | - | 1,335,620 | ||||||||||
Less: fair market value of options and warrants | |||||||||||||||
exercised | - | - | (754,112 | ) | - | (754,112 | ) | ||||||||
Tax benefit renounced on flow-through shares | - | (1,508,120 | ) | - | - | (1,508,120 | ) | ||||||||
Loss for the year | - | - | - | (2,175,473 | ) | (2,175,473 | ) | ||||||||
Balance at April 30, 2006 | 58,356,045 | $ | 29,135,054 | $ | 1,188,003 | $ | (12,183,106 | ) | $ | 18,139,951 | |||||
Issued for (Note 6): | |||||||||||||||
Property acquisition | 445,000 | 1,078,150 | - | - | 1,078,150 | ||||||||||
Exercise of stock options | 2,672,764 | 2,400,146 | - | - | 2,400,146 | ||||||||||
Exercise of agent warrants | 273,863 | 277,571 | - | - | 277,571 | ||||||||||
Exercise of warrants | 8,674,025 | 10,537,396 | - | - | 10,537,396 | ||||||||||
Incentive program participation | 490,375 | 707,343 | - | - | 707,343 | ||||||||||
Stock-based compensation for the year | - | - | 3,696,601 | - | 3,696,601 | ||||||||||
Less: Fair market value of options | - | - | (996,071 | ) | - | (996,071 | ) | ||||||||
Loss for the year | - | - | - | (5,533,011 | ) | (5,533,011 | ) | ||||||||
Balance at April 30, 2007 | 70,912,072 | 44,135,660 | 3,888,533 | (17,716,117 | ) | 30,308,076 | |||||||||
Issued for (Note 6): | |||||||||||||||
Private placement | 11,575,000 | 15,005,000 | - | - | 15,005,000 | ||||||||||
Share issuance costs | - | (1,399,794 | ) | 238,392 | - | (1,161,402 | ) | ||||||||
Property acquisition | 420,000 | 1,011,800 | - | - | 1,011,800 | ||||||||||
Return to treasury | (114 | ) | - | - | - | - | |||||||||
Exercise of stock options | 1,288,984 | 1,694,828 | - | 1,694,828 | |||||||||||
Exercise of agent warrants | 37,383 | 47,434 | - | - | 47,434 | ||||||||||
Exercise of warrants | 362,500 | 453,125 | - | - | 453,125 | ||||||||||
Stock-based compensation for the period | - | - | 7,097,948 | - | 7,097,948 | ||||||||||
Less: fair market value of options and warrants | - | - | (728,147 | ) | - | (728,147 | ) | ||||||||
Loss for the year | - | - | - | (12,933,204 | ) | (12,933,204 | ) | ||||||||
Balance at April 30, 2008 | 84,595,825 | $ | 60,948,053 | $ | 10,496,726 | $ | (30,649,321 | ) | $ | 40,795,458 |
The accompanying notes are an integral part of these financial statements.
CROSSHAIR EXPLORATION & MINING CORP. |
NOTES TO THE FINANCIAL STATEMENTS |
April 30, 2008 |
(Expressed in Canadian Dollars) |
1. | NATURE AND CONTINUANCE OF OPERATIONS |
Crosshair Exploration & Mining Corp. (the "Company") was incorporated under the laws of British Columbia on September 2, 1966. Its principal business activities are the acquisition, exploration and development of mineral properties. All of the Company’s resource properties are located in North America. | |
The Company is in the process of exploring and developing its resource properties and has not yet determined whether the properties contain ore reserves that are economically recoverable. The recoverability of the amounts shown for resource properties and related deferred exploration costs are dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves and upon future profitable production. | |
These financial statements have been prepared using Canadian generally accepted accounting principles (GAAP) on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future. | |
2. | BASIS OF PRESENTATION |
New Canadian Accounting Pronouncements | |
Goodwill and Intangible Assets | |
The CICA has issued the new Handbook Section 3064, “Goodwill and Intangible Assets”, which will replace Section 3062, “Goodwill and Intangible Assets”. The new standard establishes revised standards for the recognition, measurement, presentation and disclosure of goodwill and intangible assets. The new standard also provides guidance for the treatment of preproduction and start-up costs and requires that these costs be expensed as incurred. The new standard applies to annual and interim financial statements relating to fiscal years beginning on or after October 1, 2008. Management is currently assessing the impact of these new accounting standards on its financial statements. Adoption of this standard will result in the withdrawal of Emerging Issues Committee (“EIC”) 27. | |
International Financial Reporting Standards ("IFRS") | |
In 2006, the Canadian Accounting Standards Board ("AcSB") published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over an expected five year transitional period. In February 2008, the AcSB announced that 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canada's own GAAP. The date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition date of January 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ended April 30, 2011. While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time. | |
Capital Disclosures | |
In December 2006, the CICA issued Handbook Section 1535, Capital Disclosures, which establishes standards for disclosing information about an entity’s capital and how it is managed. The entity’s disclosure should include information about its objectives, policies and processes for managing capital and disclosure whether or not it has complied and the consequences of non-compliance with any capital requirements to which it is subject. This new standard will become effective for the Company beginning on May 1, 2008. The Company is reviewing this standard and has not yet determined the impact, if any, on its financial statements. |
CROSSHAIR EXPLORATION & MINING CORP. |
NOTES TO THE FINANCIAL STATEMENTS |
April 30, 2008 |
(Expressed in Canadian Dollars) |
2. | BASIS OF PRESENTATION (cont’d…) |
Financial Instruments – Disclosures and Financial Instruments - Presentation | |
In December 2006, the CICA issued Handbook Sections 3862, Financial Instruments – Disclosures, and 3863, Financial Instruments – Presentation. Section 3862 modifies the disclosure requirements of Section 3861, Financial Instruments – Disclosure and Presentation, including required disclosure for the assessment of the significance of financial instruments for an entity’s financial position and performance and of the extent of risks arising from financial instruments to which the Company is exposed and how the Company manages those risks, whereas Section 3863 carries forward the presentation related requirements of Section 3861. These new standards will become effective for the Company beginning on May 1, 2008. The Company is currently evaluating the impact of this standard. | |
Going Concern | |
In April 2007, the CICA approved amendments to Handbook Section 1400, General Standards of Financial Statement Presentation. These amendments require management to assess an entity’s ability to continue as a going concern. When management is aware of material uncertainties related to events or conditions that may cast doubt on an entity’s ability to continue as a going concern, those uncertainties must be disclosed. In assessing the appropriateness of the going concern assumption, the standard requires management to consider all available information about the future, which is at least, but not limited to, twelve months from the balance sheet date. The new requirements of the standard are applicable for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2008. They will become effective for the company beginning May 1, 2008. The Company is currently evaluating the impact of this standard. | |
Significant accounting policies | |
Use of estimates | |
The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results could differ from these estimates. | |
Financial Instruments | |
The Company follows the new recommendations of the Canadian Institute of Chartered Accountants (“CICA”) under CICA Handbook Section 1530 “Comprehensive Income” (“Section 1530”), Section 3251 “Equity”, Section 3855 “Financial Instruments – Recognition and Measurement” (“Section 3855”), Section 3861 “Financial Instruments – Disclosure and Presentation” and Section 3865 “Hedges”. These new sections, which apply to fiscal years beginning on or after October 1, 2006, provide requirements for the recognition and measurement of financial instruments and on the use of hedge accounting. Section 1530 establishes standards for reporting and presenting comprehensive income which is defined as the change in equity from transactions and other events from non-owner sources. Other comprehensive income refers to items recognized in comprehensive income but that are excluded from net income calculated in accordance with Canadian generally accepted accounting principles. | |
Under Section 3855, all financial instruments are classified into five categories: held-for-trading, held-to-maturity investments, loans and receivables, available-for-sale financial assets or other financial liabilities. All financial instruments and derivatives are measured in the balance sheet at fair value except for loans and receivables, held-to- maturity investments and other financial liabilities which are measures at amortized cost. Subsequent measurement and changes in fair value will depend on their initial classification as follows: (1) held-for-trading financial assets are measured at fair value and changes in fair value are recognized in net income; (2) available-for-sale financial |
CROSSHAIR EXPLORATION & MINING CORP. |
NOTES TO THE FINANCIAL STATEMENTS |
April 30, 2008 |
(Expressed in Canadian Dollars) |
2. | BASIS OF PRESENTATION (cont’d…) |
Financial Instruments (cont’d...) | |
instruments are measured at fair value with changes in fair value recorded in other comprehensive income until the instrument is derecognized or impaired; and (3) all derivative instruments, including embedded derivatives, are recorded in the balance sheet at fair value unless they qualify for normal sale normal purchase exemption and changes in fair value are recorded in other comprehensive income. | |
As s result of the adoption of these new standards, the Company has classified its cash and cash equivalents and marketable securities as held-for-trading. Receivables are classified as loans and receivables. Accounts payable and accrued liabilities and due to related parties are classified as other financial liabilities, all of which are measured at amortized cost. The Company has elected to measure all derivatives and embedded derivatives at fair value and the Company maintained its policy not to use hedge accounting. | |
Section 3855 also provides guidance on accounting for transaction costs incurred upon issuance of debt instruments or modification of a financial liability. Transaction costs are not deducted from the financial liability and are amortized using the effective interest method over the life of the related liability. | |
Cash and cash equivalents | |
The Company considers cash and cash equivalents to include cash on deposit and highly liquid short-term interest bearing variable rate investments. Interest earned is recognized immediately in operations. | |
Marketable securities | |
The Company accounts for its marketable securities at fair market value with gains and losses included in the statement of operations. | |
Equipment | |
Equipment is recorded at cost. The equipment noted below is amortized over its useful lives using the following annual rates and methods: |
Computer and office equipment | 30% | Declining balance |
Computer software | 45% | Declining balance |
Exploration equipment | 20% | Declining balance |
Furniture and fixtures | 20% | Declining balance |
Leasehold improvements | 3 years | Straight-line |
Mineral properties
Costs related to the acquisition, exploration and development of mineral properties are capitalized by property until the commencement of commercial production. If commercially profitable ore reserves are developed, capitalized costs of the related property are reclassified as mining assets and amortized using the unit of production method. If, after management review, it is determined that capitalized acquisition, exploration and development costs are not recoverable over the estimated economic life of the property, or the property is abandoned, or management deems there to be an impairment in value, the property is written down to its net realizable value.
Any option payments received by the Company from third parties or tax credits refundable by the Government of Newfoundland are credited to the capitalized cost of the mineral property. If payments received exceed the capitalized cost of the mineral property, the excess is recognized as income in the year received.
CROSSHAIR EXPLORATION & MINING CORP. |
NOTES TO THE FINANCIAL STATEMENTS |
April 30, 2008 |
(Expressed in Canadian Dollars) |
2. | BASIS OF PRESENTATION (cont’d…) |
Mineral properties (cont’d…) | |
The amounts shown for mineral properties do not necessarily represent present or future values. Their recoverability is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development, and future profitable production or proceeds from the disposition thereof. | |
Asset retirement obligations | |
The Company follows the recommendations of CICA Handbook Section 3110, Asset Retirement Obligations. This section requires recognition of a legal liability for obligations relating to retirement of property, plant, and equipment, and arising from the acquisition, construction, development, or normal operation of those assets. Such asset retirement cost must be recognized at fair value, when a reasonable estimate of fair value can be estimated, in the period in which it is incurred, added to the carrying value of the asset, and amortized into income on a systematic basis over its useful life. If the fair value of the liability decreases due to changes in future cash flow estimates, a corresponding decrease in the related asset is recorded. If the reduction exceeds the value of the related asset, the remaining amount is reduced through earnings. | |
Flow-through shares | |
Canadian Income Tax Legislation permits an enterprise to issue securities referred to as flow-through shares, whereby the investor can claim the tax deductions arising from the renunciation of the related resource expenditures. When resource expenditures are renounced to the investors and the Company has reasonable assurance that the expenditures will be completed, future income tax liabilities are recognized with a corresponding reduction to share capital. | |
If a company has sufficient unused tax losses and deductions to offset all or part of the future income tax liabilities and no future income tax assets have been previously recognized on such losses, a portion of such unrecognized losses (losses multiplied by the effective corporate tax rate) is recorded as income up to the amount of the future income tax liability that was previously recognized on the renounced expenditures. | |
Loss per share | |
Basic loss per share is computed by dividing the loss for the period by the weighted average number of common shares outstanding during the period. | |
For diluted per share computations, assumptions are made regarding potential common shares outstanding during the period. The weighted average number of common shares is increased to include the number of additional common shares that would be outstanding if, at the beginning of the period, or at time of issuance, if later, all options and warrants are exercised. Proceeds from exercise are used to purchase the Company’s common shares at their average market price during the period, thereby reducing the weighted average number of common shares outstanding. If these computations prove to be anti-dilutive, diluted loss per share is the same as basic loss per share. | |
Stock-based compensation | |
The Company has an employee stock option plan. The Company recognizes an expense arising from stock options granted to both employees and non-employees using the fair value method. The fair value of option grants is generally established at the date of grant using the Black Scholes option pricing model and the compensation amount, equal to the option’s fair value, is then recognized over the options vesting periods. |
CROSSHAIR EXPLORATION & MINING CORP. |
NOTES TO THE FINANCIAL STATEMENTS |
April 30, 2008 |
(Expressed in Canadian Dollars) |
2. | BASIS OF PRESENTATION (cont’d…) |
Income taxes | |
Income taxes are accounted for using the asset and liability method. Under this method of tax allocation, future tax assets and liabilities are determined based on differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases (“temporary differences”) and losses carried forward. Future income tax assets and liabilities are measured using the enacted tax rates expected to be in effect when the temporary differences are likely to reverse. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. The amount of future income tax assets recognized is limited to the amount that is more likely than not to be realized. | |
Reclassifications | |
Certain of the comparative figures for the prior year have been reclassified to conform with the presentation adopted in the current year. | |
3. | EQUIPMENT |
2008 | 2007 | ||||||||||||||||||
Accumulated | Net | Accumulated | Net | ||||||||||||||||
Description | Cost | Amortization | Book Value | Cost | Amortization | Book Value | |||||||||||||
Furniture & fixtures | $ | 190,014 | $ | 49,702 | $ | 140,312 | $ | 75,112 | $ | 14,625 | $ | 60,487 | |||||||
Computer & office equipment | 109,065 | 42,410 | 66,655 | 67,014 | 13,843 | 53,171 | |||||||||||||
Computer software | 48,147 | 24,736 | 23,411 | 32,936 | 5,581 | 27,355 | |||||||||||||
Exploration equipment | 294,953 | 76,667 | 218,286 | 247,162 | 22,095 | 225,067 | |||||||||||||
Leasehold improvements | 69,986 | 10,767 | 59,219 | - | - | - | |||||||||||||
$ | 712,165 | $ | 204,282 | $ | 507,883 | $ | 422,224 | $ | 56,144 | $ | 366,080 |
CROSSHAIR EXPLORATION & MINING CORP. |
NOTES TO THE FINANCIAL STATEMENTS |
April 30, 2008 |
(Expressed in Canadian Dollars) |
4. | MINERAL PROPERTIES |
Uranium | Gold & VHMS | |||||||||||||||||||||
Southern | ||||||||||||||||||||||
Stormy | Golden | |||||||||||||||||||||
Otter & | Lake & | Promise | ||||||||||||||||||||
Moran | Portage | Partridge | Golden | (Victoria | Sinbad | |||||||||||||||||
Lake | Lake | River | Promise | Lake) | Claims | Total | ||||||||||||||||
Balance April 30, 2006 | $ | 2,812,617 | $ | 70,400 | $ | - | $ | - | $ | 1,024,022 | $ | 12,722 | $ | 3,919,761 | ||||||||
Drilling and trenching | 2,474,435 | 94,698 | - | 640,629 | 514,059 | - | 3,723,821 | |||||||||||||||
Geology | 2,070,123 | 34,741 | - | 32,738 | 78,338 | 3,127 | 2,219,067 | |||||||||||||||
Geophysics | 2,278,608 | 62,900 | - | - | 79,961 | - | 2,421,469 | |||||||||||||||
Administration | 343,171 | 7,765 | - | 54,301 | 42,743 | - | 447,980 | |||||||||||||||
Technical analysis | 432,758 | 8,261 | - | 17,336 | 40,189 | - | 498,544 | |||||||||||||||
Acquisition costs | 710,000 | 276,750 | - | 110,400 | 223,500 | - | 1,320,650 | |||||||||||||||
Total for the year | 8,309,095 | 485,115 | - | 855,404 | 978,790 | 3,127 | 10,631,531 | |||||||||||||||
Balance April 30, 2007 | 11,121,712 | 555,515 | - | 855,404 | 2,002,812 | 15,849 | 14,551,292 | |||||||||||||||
Drilling and trenching | 3,868,218 | - | - | 489,962 | 5,922 | - | 4,364,102 | |||||||||||||||
Geology | 5,121,264 | 22,278 | 25,542 | 71,756 | 50,537 | - | 5,291,377 | |||||||||||||||
Geophysics | 352,133 | 68,885 | 56,346 | - | 112,145 | - | 589,509 | |||||||||||||||
Administration | 585,538 | 22,592 | 19,548 | 33,885 | 614 | - | 662,177 | |||||||||||||||
Technical analysis | 649,455 | 2,362 | 1,268 | - | 5,575 | - | 658,660 | |||||||||||||||
Future reclamation | 163,884 | - | - | - | 2,852 | - | 166,736 | |||||||||||||||
Acquisition costs | 695,000 | 279,000 | 145,000 | 87,800 | 67,500 | - | 1,274,300 | |||||||||||||||
Credits received | (150,000 | ) | - | - | - | (72,619 | ) | - | (222,619 | ) | ||||||||||||
Write offs/sales | - | - | (247,704 | ) | - | - | (15,849 | ) | (263,553 | ) | ||||||||||||
Total for the year | 11,285,492 | 395,117 | - | 683,403 | 172,526 | (15,849 | ) | 12,520,689 | ||||||||||||||
Balance April 30, 2008 | $ | 22,407,204 | $ | 950,632 | $ | - | $ | 1,538,807 | $ | 2,175,338 | $ | - | $ | 27,071,981 | ||||||||
Cumulative totals as at April 30, 2008: | ||||||||||||||||||||||
Drilling and trenching | $ | 6,665,659 | $ | 94,698 | $ | - | $ | 1,130,591 | $ | 570,987 | $ | - | $ | 8,461,935 | ||||||||
Geology | 9,863,113 | 57,419 | 25,542 | 104,494 | 499,120 | 11,724 | 10,561,411 | |||||||||||||||
Geophysics | 1,626,768 | 131,785 | 56,346 | - | 437,513 | - | 2,252,413 | |||||||||||||||
Administration | 1,337,223 | 30,357 | 19,548 | 88,186 | 105,014 | - | 1,580,328 | |||||||||||||||
Technical analysis | 1,211,858 | 10,623 | 1,268 | 17,336 | 231,620 | - | 1,472,705 | |||||||||||||||
Future reclamation | 163,884 | - | - | - | 2,852 | - | 166,736 | |||||||||||||||
Acquisition costs | 1,955,000 | 625,750 | 145,000 | 198,200 | 423,000 | 4,125 | 3,351,075 | |||||||||||||||
Credits received | (416,300 | ) | - | - | - | (94,769 | ) | - | (511,069 | ) | ||||||||||||
Write offs/sales | - | - | (247,704 | ) | - | - | (15,849 | ) | (263,553 | ) | ||||||||||||
Balance April 30, 2008 | $ | 22,407,204 | $ | 950,632 | $ | - | $ | 1,538,807 | $ | 2,175,338 | $ | - | $ | 27,071,981 |
CROSSHAIR EXPLORATION & MINING CORP. |
NOTES TO THE FINANCIAL STATEMENTS |
April 30, 2008 |
(Expressed in Canadian Dollars) |
4. | MINERAL PROPERTIES(cont’d…) |
Moran Lake Property | |
Pursuant to an agreement dated October 14, 2004, the Company acquired an option to earn a 90% interest, subject to a 2% NSR and a 10% carried interest to the vendor, in the Moran Lake Property, a uranium prospect located in Central Labrador, Newfoundland, Canada. The agreement was amended on March 1, 2005 to include additional claims adjacent to the Moran Lake Property, known as Moran Heights. | |
To date, the Company has issued 1,350,000 common shares, made cash payments totaling $425,000 and spent more than the required minimum $3,000,000 on project expenditures. The Company must issue another 250,000 common shares and make a cash payment of $150,000, both on or before November 10, 2008, and complete a bankable feasibility study within 24 months of meeting these obligations in order to fully exercise the option. | |
Otter/Portage Lake Property | |
Pursuant to an agreement dated December 2, 2005, the Company acquired an option to earn a 100% interest, subject to a 1.5% NSR, in the Otter and Portage Lake Properties located in the Central mineral Belt of Labrador. | |
To date, the Company has issued 1,600,000 common shares, made cash payments totaling $90,000 and spent more than the required minimum $600,000 on project expenditures. To complete the exercise of the option, the Company must make a cash payment of $50,000 by December 2, 2008. | |
Stormy Lake/Partridge River Property | |
The Company entered into an agreement on May 1, 2007, to earn a 75% interest in certain claims located in the Central Mineral Belt of Labrador. In April 2008, the Company elected to terminate this option and as a result, the Company has no further obligations and the related mineral property costs of $247,704 were written-off in the last quarter of 2008. | |
Golden Promise Property | |
Pursuant to an agreement dated May 2, 2006, as amended April 18, 2008, the Company acquired an option to earn a 60% interest in the Golden Promise Property, a gold project located in Newfoundland, Canada. To date, the Company has issued 40,000 common shares, made cash payments totalling $100,000 and spent $1,334,000 on project expenditures. To complete the exercise of the option, the Company must issue 20,000 shares by May 1, 2008 (issued subsequent to April 30, 2008), issue another 20,000 shares by May 1, 2009 and incur project expenditures of at least $1,416,000 by May 1, 2009 and another $1,250,000 by May 1, 2010. | |
Southern Golden Promise (Victoria Lake) | |
The Company has earned a 60% interest in mineral claims located in the Botwood Basin area of Central Newfoundland known as Southern Golden Promise in consideration for issuing a total 400,000 common shares and incurring a minimum of $1,750,000 exploration expenditures within specified deadlines. | |
Sinbad Claims | |
The Sinbad claims are located in Emery, Nevada, U.S.A. and were acquired in January 2006 at a cost of $4,125. Subsequently, the Company incurred geology costs totalling $11,724. During the year ended April 30, 2008, the Sinbad claims were sold to Target Exploration & Mining Corp., a company with at least one director in common, in consideration for cash of $31,698 and a 2% net smelter return royalty. |
CROSSHAIR EXPLORATION & MINING CORP. |
NOTES TO THE FINANCIAL STATEMENTS |
April 30, 2008 |
(Expressed in Canadian Dollars) |
5. | FUTURE RECLAMATION COSTS |
2008 | 2007 | 2006 | ||||||||
Asset retirement obligation – beginning balance | $ | - | $ | - | $ | - | ||||
Liability incurred | 166,736 | - | - | |||||||
Accretion expense | 5,502 | - | - | |||||||
Asset retirement obligation – ending balance | $ | 172,238 | $ | - | $ | - |
The Company has a legal obligation associated with its Moran Lake mineral property for cleanup costs when work programs are completed.
The total undiscounted amount of estimated cash flows required to settle the obligations is $175,400, which was adjusted for inflation at the rate of 2% and then discounted at 8%. Certain minimum amounts of asset retirement obligations will occur each year with the significant amounts to be paid on abandonment of the mineral property interests.
6. | CAPITAL STOCK AND CONTRIBUTED SURPLUS | |
Share issuances | ||
During the year ended April 30, 2008, shares were issued as follows: | ||
the Company completed a bought deal offering with Canaccord Capital Corporation as lead underwriter, under which the Underwriter has purchased 8,000,000 non flow-through units (“Units”) and 3,575,000 flow-through common shares at a price of $1.25 per Unit and $1.40 per Flow-Through Share, resulting in aggregate gross proceeds to the Company of $15,005,000. Each Unit consists of one common share and one transferable common share purchase warrant. Each Warrant entitles the holder thereof to purchase one common share at a price of $1.80 until October 4, 2009. Share issue costs of $1,161,402 were incurred in relation to this offering. The Underwriter was also issued 694,500 warrants (“Underwriters Warrants”) exercisable at $1.25 per warrant and expires on October 4, 2009. Each Underwriters’ warrant entitles the Underwriter to acquire one common share unit of the Company and one common share purchase warrant (“underlying warrant”) at a price of $1.80, up until October 4, 2009. | ||
20,000 common shares valued at $2.64 per share were issued for acquisition costs associated with the Golden Promise Property, 50,000 common shares valued at $2.90 per share were issued for acquisition costs associated with the Stormy Lake and Partridge River Properties, 250,000 common shares valued at $2.28 per share were issued for acquisition costs associated with the Moran Lake Property and 100,000 common shares valued at $2.44 per share were issued for acquisition costs associated with the Otter/Portage Lake Property. | ||
114 shares were returned to treasury to reduce the accumulated fractions held in the trustee account that was a result of rounding from ongoing exchanges processed for previous capital consolidations. | ||
1,288,984 shares pursuant to the exercise of stock options at prices ranging from $0.25 to $1.43 per share for gross proceeds of $966,681. An amount of $728,147 representing the fair value of the options on granting was reclassified from contributed surplus to share capital on exercise. | ||
399,883 shares pursuant to the exercise of warrants at an exercise price of $1.25 per share for gross proceeds of $500,559. |
CROSSHAIR EXPLORATION & MINING CORP. |
NOTES TO THE FINANCIAL STATEMENTS |
April 30, 2008 |
(Expressed in Canadian Dollars) |
6. | CAPITAL STOCK AND CONTRIBUTED SURPLUS(cont’d…) | |
During the year ended April 30, 2007, shares were issued as follows: | ||
20,000 common shares valued at $1.27 per share were issued for acquisition costs associated with the Golden Promise Property, 100,000 common shares valued at $1.96 per share, were issued for acquisition costs associated with the Southern Golden Promise Property, 250,000 common shares valued at $2.44 per share, were issued for acquisition costs associated with the Moran Lake Property and 75,000 common shares valued at $3.29 per share, were issued for acquisition costs associated with the Otter/Portage Lake Property. | ||
2,672,764 shares pursuant to the exercise of stock options for gross proceeds of $1,404,075. An amount of $996,071 representing the fair value of the options on granting was reclassified from contributed surplus to share capital on exercise. | ||
8,947,888 shares pursuant to the exercise of shareholder and agent warrants for total gross proceeds of $10,814,967. | ||
490,375 common shares pursuant to a warrant incentive program, for gross proceeds of $707,343. Under the terms of the program, holders of warrants expiring on November 3, 2007 were, for the two week period between February 13, 2007 and February 26, 2007, entitled to subscribe for an additional common share of the Company for every 10 warrants exercised, at the original exercise price. | ||
During the year ended April 30, 2006, shares were issued as follows: | ||
on November 3, 2005 the Company completed a brokered private placement, which consisted of 4,000,000 flow-through units (the “FT Units”) at a price of $1.00 per FT Unit for aggregate proceeds of $4,000,000 and 8,977,500 non-flow-through units (the “Common Share Units”) at a price of $0.80 per Common Share Unit for aggregate proceeds of $7,182,000. Each FT Unit was comprised of one flow-through common share and one- half of one transferable non-flow through share purchase warrant. Each whole warrant entitled the holder to purchase one common share of the Company at a price of $1.75 per share until November 3, 2007. Each Common Share Unit was composed of one-non flow-through common share and one half of one transferable non-flow through share purchase warrant. Each whole warrant entitled the holder to purchase one common share of the Company at a price of $1.25 per share until November 3, 2007. The Agent was paid a commission of 7% of the gross proceeds of the placement, $460,547 of which was taken in cash and $322,193 in 402,741 Common Share Units. The Agent was also issued 1,297,750 compensation options (valued at $653,407) equal to 10% of the number of units sold. Each compensation option entitled the Agent to acquire one Common Share Unit of the Company at an exercise price of $0.85 for a period of two years. | ||
| ||
100,000 common shares valued at $0.82 per share were issued for acquisition costs associated with the Southern Golden Promise property, 250,000 common shares valued at $0.76 per share were issued for acquisition costs associated with the Moran Lake property and 50,000 common shares valued at $0.90 per share were issued for acquisition costs associated with the Otter and Portage Lake properties. | ||
| ||
151,150 agent’s options and 1,027,500 stock options at a price of $0.25 per share, 50,000 stock options at a price of $0.28 per share, 346,356 agent’s options at a price of $0.50, 738,868 agent’s options at a price of $0.85, and 50,000 stock options at a price of $0.45 were all exercised for total gross proceeds of $1,132,379 ($754,112 representing the fair market value of the stock options, agent’s options, and broker’s warrants exercised was allocated to capital stock). |
CROSSHAIR EXPLORATION & MINING CORP. |
NOTES TO THE FINANCIAL STATEMENTS |
April 30, 2008 |
(Expressed in Canadian Dollars) |
6. | CAPITAL STOCK AND CONTRIBUTED SURPLUS(cont’d…) | |
245,918 agent’s warrants at a price of $0.75 were exercised into common shares of the Company for gross proceeds of $184,439 and 192,500 agent’s warrants at a price of $0.50 per share were exercised into common shares of the Company for gross proceeds of $96,250. | ||
1,505,000 warrants at $0.30 per share, 1,000,000 warrants at $0.40 per share, 1,375,000 warrants at a price of $0.50 per share, 200,833 warrants at a price of $0.75 per share, and 82,139 warrants at a price of $1.25 per share were exercised for total gross proceeds of $1,792,299. | ||
Escrow shares | ||
During the year ended April 30, 2008, 140,625 shares were released from escrow; leaving nil shares held in escrow. No expense was recognized for the release of these shares as the release is not considered compensatory. | ||
Warrants | ||
The following is a summary of warrants outstanding at April 30, 2008, 2007 and 2006 and changes during the years then ended. |
April 30, 2008 | April 30, 2007 | April 30, 2006 | |||||||||||||||||
Weighted | Weighted | Weighted | |||||||||||||||||
Number | Average | Number | Average | Number | Average | ||||||||||||||
of Warrants | Exercise Price | of Warrants | Exercise Price | of Warrants | Exercise Price | ||||||||||||||
Outstanding, beginning of the year | 399,883 | $ | 1.25 | 9,240,951 | $ | 1.22 | 7,152,221 | $ | 0.55 | ||||||||||
Private placement/Issuance | 8,694,500 | 1.76 | 106,820 | 0.75 | 6,690,120 | 1.38 | |||||||||||||
Exercised | (399,883 | ) | 1.25 | (8,947,888 | ) | 1.14 | (4,601,390 | ) | 0.45 | ||||||||||
Outstanding, end of the year | 8,694,500 | 1.76 | 399,883 | 1.25 | 9,240,951 | 1.22 |
Stock options
The Company has a stock option plan whereby it may grant options to directors, employees, consultants and certain other service providers. Options are subject to the minimum vesting requirement, with 25% of the total number of the options granted to be released every 6 months from the date of grant. The options can be granted for a maximum term of 5 years.
CROSSHAIR EXPLORATION & MINING CORP. |
NOTES TO THE FINANCIAL STATEMENTS |
April 30, 2008 |
(Expressed in Canadian Dollars) |
6. | CAPITAL STOCK AND CONTRIBUTED SURPLUS(cont’d…) |
The following is a summary of stock options outstanding at April 30, 2008, 2007 and 2006 and changes during the years then ended. |
April 30, 2008 | April 30, 2007 | April 30, 2006 | |||||||||||||||||
Weighted | Weighted | Weighted | |||||||||||||||||
Average | Average | Average | |||||||||||||||||
Number | Exercise | Number | Exercise | Number | Exercise | ||||||||||||||
of options | Price | of options | Price | of options | Price | ||||||||||||||
Outstanding, beginning of year | 8,981,984 | $ | 1.62 | 6,364,748 | $ | 0.68 | 4,774,622 | $ | 0.34 | ||||||||||
Exercised | (1,288,984 | ) | 0.59 | (2,672,764 | ) | 0.53 | (2,363,874 | ) | 0.48 | ||||||||||
Cancelled or expired | (1,100,000 | ) | 2.23 | (700,000 | ) | 0.84 | (393,750 | ) | 0.33 | ||||||||||
Granted | 3,000,000 | 1.76 | 5,990,000 | 2.04 | 4,347,750 | 0.91 | |||||||||||||
Outstanding, end of year | 9,593,000 | $ | 1.71 | 8,981,984 | $ | 1.62 | 6,364,748 | $ | 0.68 | ||||||||||
Currently exercisable | 5,579,250 | $ | 1.53 |
Stock-based compensation
The Company recognizes compensation expense for all stock options granted using the fair value based method of accounting. The fair value of the options vested in the year ended April 30, 2008 totaled $7,097,948. The weighted average fair value of options granted in the year was $1.76 (April 30, 2007 - $2.04), (April 30, 2006 - $0.91)
The following weighted average assumptions were used for the Black-Scholes method of valuation of stock options granted during the year:
April 30, 2008 | April 30, 2007 | April 30,2006 | ||||||||
Risk-free interest rate | 3.06% | 3.79% | 3.70% | |||||||
Expected life of options | 5 years | 5 years | 5 years | |||||||
Annualized volatility | 154% | 239% | 140% | |||||||
Dividend rate | 0% | 0% | 0% |
7. | SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS | |
The following were significant non-cash investing and financing transactions during the year ended April 30, 2008: | ||
(a) | a fair value of $728,147 was recognized in respect of options and agent warrants exercised (Note 6). | |
(b) | a total of 420,000 common shares valued at $1,011,800 were issued for property acquisitions (Note 6). | |
(c) | included in accounts payable was $1,018,647 related to mineral property costs. | |
(d) | the Company issued a total of 694,500 agent warrants at a fair value of $238,392 as share issue costs. |
CROSSHAIR EXPLORATION & MINING CORP. |
NOTES TO THE FINANCIAL STATEMENTS |
April 30, 2008 |
(Expressed in Canadian Dollars) |
7. | SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS(cont’d...) | |
The following were significant non-cash investing and financing transactions during the year ended April 30, 2007: | ||
(a) | the Company recognized fair market value of $996,071 in respect of stock options and agent’s warrants exercised (Note 6). | |
(b) | the Company issued a total of 445,000 common shares at a value of $1,078,150 for property acquisitions (Note 6). | |
(c) | included in accounts payable was $810,505 related to mineral property costs. | |
The following were significant non-cash investing and financing transactions during the year ended April 30, 2006: | ||
(a) | the Company recognized fair market value of $754,112 in respect of stock options and agent’s warrants exercised (Note 6). | |
(b) | the Company issued a total of 400,000 common shares at a value of $317,000 for property acquisitions (Note 6). | |
(c) | the Company issued a total of 402,741 common shares at a value of $322,193 for finders’ fees in conjunction with a private placement (Note 6). | |
(d) | included in mineral property costs at April 30, 2006 is $86,315 incurred through accounts payable and accrued liabilities. | |
8. | RELATED PARTY TRANSACTIONS | |
The Company entered into transactions with related parties as follows: | ||
charged management fees of $20,000 (2007: $40,000, 2006 - $12,000) and sold the Sinbad claims for a gain of $15,849 (2007: $Nil) to another public company with directors in common. Effective September 1, 2007, in lieu of management fees, this company and Crosshair entered into a cost sharing arrangement whereby Crosshair is reimbursed for an agreed percentage, currently 30%, of shared expenses such as rent, office and salaries of certain personnel. Included in receivables as at April 30, 2008 is an amount of $75,407 (April 30, 2007: $Nil) owing from this company. | ||
| ||
incurred management fees of $15,000 (2007 – $50,000, 2006 - $225,000) to a director. | ||
| ||
incurred management fees of $56,250 (2007 – $Nil, 2006 - $Nil) to a private company controlled by an officer. | ||
| ||
incurred independent directors’ fees of $108,500 (2007 - $60,500, 2006 - $63,000). | ||
| ||
during the year ended April 30, 2008, the Company incurred accounting fees of $Nil (2007 – $Nil, 2006 $58,529) to a private company controlled by a former director. | ||
| ||
incurred legal fees of $122,577 (2007 – $25,882, 2006 - $70,907) to a law firm of which a director is a partner. $102,184 was included in share capital, in relation to issue costs for the April 2008 private placement. At April 30, 2008, $106,961(April 30, 2007 - $Nil) was owed to this party. |
CROSSHAIR EXPLORATION & MINING CORP. |
NOTES TO THE FINANCIAL STATEMENTS |
April 30, 2008 |
(Expressed in Canadian Dollars) |
8. | RELATED PARTY TRANSACTIONS(cont’d...) | |
incurred geological consulting fees of $15,600 (2007 – $33,075, 2006 - $40,701) to a private company owned by a director, which are included in mineral property costs. Included in payables and accrued liabilities as at April 30, 2008 is an amount of $Nil (April 30, 2007: $5,830) owing to this company. | ||
entered into a 3 year office lease agreement for 6,262 square feet of office space at $109,585 per year for its Newfoundland office with a private company that has a director in common. Office rent of $45,660 (2007: $Nil) was paid to this company during the year. | ||
These transactions were incurred in the normal course of operations and were undertaken with the same terms and conditions as transactions with unrelated parties. | ||
9. | INCOME TAXES | |
A reconciliation of income taxes at statutory rates with the reported taxes is as follows: |
2008 | 2007 | 2006 | ||||||||
Loss before income tax recovery | (12,933,204 | ) | $ | (5,533,011 | ) | $ | (3,683,593 | ) | ||
Expected income tax recovery at statutory rates | $ | (4,299,902 | ) | $ | (1,961,735 | ) | $ | (1,388,715 | ) | |
Non-taxable items | 3,942,847 | 1,965,026 | 1,095,317 | |||||||
Non-capital loss and resource expenditure benefits | 357,055 | (3,291 | ) | (1,214,722 | ) | |||||
unrecognized (recognized) | ||||||||||
Total income taxes (recovery) | $ | - | $ | - | $ | (1,508,120 | ) |
The significant components of the Company's future tax assets are as follows:
2008 | 2007 | 2006 | ||||||||
Future tax assets: | ||||||||||
Loss carry forwards | $ | 822,869 | $ | 606,851 | $ | 1,049,668 | ||||
Marketable Securities | 334,969 | 11,033 | - | |||||||
Equipment | 55,156 | 17,405 | 4,622 | |||||||
Share Issuance Costs | 373,537 | 243,054 | 419,880 | |||||||
Mineral property and related exploration expenditures | 1,425,338 | 917,927 | (197,576 | ) | ||||||
3,011,869 | 1,796,270 | 1,276,594 | ||||||||
Less: valuation allowances | (3,011,869 | ) | (1,796,270 | ) | (1,276,594 | ) | ||||
Net future tax assets | $ | - | $ | - | $ | - |
During the year ended April 30, 2006, the Company issued 4,000,000 common shares on a flow-through basis for gross proceeds of $4,000,000. The flow-through agreement requires the Company to renounce certain deductions for Canadian exploration expenditures incurred on the Company’s resource properties. Future income taxes of $1,508,120 on the exploration expenditures to be renounced to shareholders were applied against capital stock.
CROSSHAIR EXPLORATION & MINING CORP. |
NOTES TO THE FINANCIAL STATEMENTS |
April 30, 2008 |
(Expressed in Canadian Dollars) |
10. | SUBSEQUENT EVENTS | ||
Subsequent to April 30, 2008, the Company: | |||
granted stock options to purchase the following number of shares: | |||
> | 250,000 at $0.88 per share on or before May 23, 2013 | ||
> | 150,000 at $0.50 per share on or before August 1, 2013 | ||
> | 2,500,000 at $0.27 per share on or before September 15, 2013 | ||
cancelled 300,000 stock options. | |||
cancelled 2,350,000 stock options originally granted to insiders of the Company. | |||
2,850,000 stock options originally granted to non-insiders at $1.00 or higher were repriced to $0.87. | |||
20,000 common shares valued at $12,400 were issued for acquisition costs associated with the Golden Promise Property and 250,000 common shares valued $170,000, were issued for acquisition costs associated with the Moran Lake Property. | |||
In July 2008, the Company entered into an agreement with Universal Uranium Ltd. ("Universal") to acquire all of Universal's interest in its joint venture project with Silver Spruce Resources in Labrador for consideration of $500,000 cash, 10,000,000 common shares with a value of $5,100,000 and 7,500,000 warrants having a value of $1,500,418. Each warrant entitles the holder to purchase one additional Crosshair common share at $1.00 for the three year period ending July 29, 2011. The warrants are subject to early expiry if Crosshair’s shares trade at a value of $2.00 or more for a period of 20 days. Both the shares and warrants are held in escrow and released as to 1,250,000 shares and 937,500 warrants every three months commencing in October 2008. Universal has granted Crosshair’s management a voting proxy over shares it holds or acquires through the exercise of the warrants. Universal can obtain a release from the escrow provisions and proxy rights in respect of shares and/or warrants it distributes to shareholders. $25,050 of legal costs were also incurred in relation to this acquisition. Universal retains a 2% net smelter return (“NSR”) royalty on its 60% interest in the property, which may be reduced to 1.5% in consideration for a cash payment of $1,000,000. Crosshair also subscribed for 2,222,222 units of Universal at a price of $0.45 per unit. Each unit consists of one common share of Universal and one share purchase warrant entitling Crosshair to purchase an additional common share of Universal at a price of $0.65 on or before July 29, 2010. | |||
On September 15, 2008, the Company’s shareholders approved the proposal to form a separate company, Gemini Metals Corp. ("Gemini"), to further explore its gold and volcanic-hosted massive sulphide (VHMS) projects in Newfoundland, and an agreement with Paragon Minerals Corporation ("Paragon"), from which the Company acquired its interest in the Properties, whereby Paragon will contribute its retained interests in the Properties to Gemini in exchange for shares of Gemini, resulting in 100% ownership by Gemini of the Properties. The Properties being acquired by Gemini comprise the Golden Promise Property, South Golden Promise Property and Victoria Lake Property. Crosshair has earned a 60% interest in both the South Golden Promise and Victoria Lake Properties and has the right to earn a 60% interest in the Golden Promise Property over a four year period expiring in May 2010. |
CROSSHAIR EXPLORATION & MINING CORP. |
NOTES TO THE FINANCIAL STATEMENTS |
April 30, 2008 |
(Expressed in Canadian Dollars) |
11. | FINANCIAL INSTRUMENTS |
The Company’s financial instruments consist of cash and cash equivalents, marketable securities, receivables, and payables, accrued liabilities and 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 financial instruments approximates their carrying values, unless otherwise noted. | |
12. | COMMITMENTS AND CONTINGENCIES |
The Company has entered into operating lease agreements for its office premises in Vancouver and St. John’s. The annual commitments under these leases are: fiscal 2009 - $284,280; 2010 - $284,280 and 2011- $194,946. | |
13. | SEGMENTED INFORMATION |
The Company operates in one reportable operating segment, being the acquisition, exploration and development of mineral properties in North America. All of the Company’s mineral properties and equipment are in Canada. | |
14. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES |
These financial statements have been prepared in accordance with Canadian GAAP. Material variations in the accounting principles, practices and methods used in preparing these financial statements from principles, practices and methods accepted in the United States ("US GAAP") are described and quantified below. | |
Balance sheets | |
The impact of the differences between Canadian GAAP and United States GAAP on the balance sheets would be as follows: |
2008 | 2007 | ||||||||||||||||||
Balance, | Adjustments | Balance, | Balance, | Adjustments | Balance, | ||||||||||||||
Canadian | US | Canadian | US | ||||||||||||||||
GAAP | GAAP | GAAP | GAAP | ||||||||||||||||
Assets: | |||||||||||||||||||
Current assets | $ | 14,690,398 | $ | - | $ | 14,690,398 | $ | 16,747,171 | $ | - | $ | 16,747,171 | |||||||
Equipment | 507,883 | - | 507,883 | 366,080 | - | 366,080 | |||||||||||||
Mineral properties | 27,071,981 | 23,870,031 | 3,201,950 | 14,551,292 | (12,474,517 | ) | 2,076,775 | ||||||||||||
Total assets | $ | 42,270,262 | $ | 23,870,031 | $ | 18,400,231 | $ | 31,664,543 | $ | (12,474,517 | ) | $ | 19,190,026 | ||||||
Liabilities | |||||||||||||||||||
Current liabilities | $ | 1,302,566 | $ | - | $ | 1,302,566 | $ | 1,356,467 | $ | - | $ | 1,356,467 | |||||||
Future reclamation costs | 172,238 | - | 172,238 | - | - | - | |||||||||||||
Flow-through share | |||||||||||||||||||
liability | - | 536,250 | 536,250 | - | - | - | |||||||||||||
Shareholders’ equity | |||||||||||||||||||
Capital stock | 60,948,053 | (536,250 | ) | 60,411,803 | 44,135,660 | - | 44,135,660 | ||||||||||||
Contributed surplus | 10,496,726 | - | 10,496,726 | 3,888,533 | - | 3,888,533 | |||||||||||||
Deficit | (30,649,321 | ) | (23,870,031 | ) | (54,519,352 | ) | (17,716,117 | ) | (12,474,517 | ) | (30,190,634 | ) | |||||||
Total liabilities and | |||||||||||||||||||
shareholders’ equity | $ | 42,270,262 | $ | (23,870,031 | ) | $ | 18,400,231 | $ | 31,664,543 | $ | (12,474,517 | ) | $ | 19,190,026 |
CROSSHAIR EXPLORATION & MINING CORP. |
NOTES TO THE FINANCIAL STATEMENTS |
April 30, 2008 |
(Expressed in Canadian Dollars) |
14. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(cont’d...) |
Statements of operations | |
The impact of the differences between Canadian GAAP and United States GAAP on the statements of operations would be as follows: |
2008 | 2007 | 2006 | ||||||||
Loss for the year under Canadian GAAP | $ | (12,933,204 | ) | $ | (5,533,011 | ) | $ | (2,175,473 | ) | |
Adjustments: | ||||||||||
Mineral property expenditures incurred during the | (9,310,881 | ) | (2,508,260 | ) | ||||||
year | (11,262,238 | ) | ||||||||
Mineral properties written off during the year | - | - | 1,325,707 | |||||||
Flow-through share premium (discount) paid in | ||||||||||
excess of (below) market value | - | - | 491,714 | |||||||
Future income tax recovery | - | - | (1,508,120 | ) | ||||||
Loss under US GAAP | $ | (24,195,442 | ) | $ | (14,843,892 | ) | $ | (4,374,432 | ) | |
Weighted average number of common shares | ||||||||||
outstanding under US GAAP | 72,997,081 | 62,293,444 | 46,983,232 | |||||||
Loss per share under US GAAP | $ | (0.33 | ) | $ | (0.24 | ) | $ | (0.09 | ) |
Statements of cash flows
The impact of the differences between Canadian GAAP and United States GAAP on the statements of cash flows would be as follows:
2007 | 2007 | 2006 | ||||||||
Net cash flows from operating activities | ||||||||||
Under Canadian GAAP | $ | (5,501,079 | ) | $ | (3,798,445 | ) | $ | (1,950,263 | ) | |
Mineral properties | (10,076,855 | ) | (8,238,406 | ) | (2,421,945 | ) | ||||
Net cash used in operating activities under US GAAP | (15,577,934 | ) | (12,036,851 | ) | (4,372,208 | ) | ||||
Net cash flows from financing activities | ||||||||||
Under Canadian GAAP and US GAAP | 15,310,838 | 12,926,385 | 13,834,710 | |||||||
Net cash flows used in investing activities | ||||||||||
Under Canadian GAAP | (10,845,302 | ) | (8,764,499 | ) | (2,683,178 | ) | ||||
Mineral properties | 10,076,855 | 8,238,406 | 2,421,945 | |||||||
Net cash used in investing activities under US GAAP | (768,447 | ) | (526,093 | ) | (261,233 | ) | ||||
Net increase in cash and cash equivalents during the year | (1,035,543 | ) | 363,441 | 9,201,269 | ||||||
Cash and cash equivalents, beginning the year | 14,311,417 | 13,947,976 | 4,746,707 | |||||||
Cash and cash equivalents, end of year | $ | 13,275,874 | $ | 14,311,417 | $ | 13,947,976 |
CROSSHAIR EXPLORATION & MINING CORP. |
NOTES TO THE FINANCIAL STATEMENTS |
April 30, 2008 |
(Expressed in Canadian Dollars) |
14. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(cont’d...) |
Mineral property interests and deferred exploration costs | |
In accordance with EITF 04-02, the Company classifies the costs of acquiring its mineral interests as tangible assets resulting in no difference between Canadian and US GAAP. Under US GAAP exploration costs on mineral properties, other than acquisition costs, prior to the establishment of proven or probable reserves are expensed as incurred. Under Canadian GAAP these costs may be deferred. | |
Under US GAAP, the Company performs evaluations of its investment in mineral properties to assess the recoverability and the residual value of its investments in these assets. All mineral properties are reviewed for impairment whenever events or circumstances change which indicates the carrying amount of an asset may not be recoverable, utilizing established guidelines based on undiscounted future net cash flows from the asset or upon the determination that certain exploration properties do not have sufficient potential for economic mineralization. | |
Flow-through shares | |
Under Canadian income tax legislation, the Company is permitted to issue shares whereby the Company agrees to incur qualifying expenditures (as defined under the Income Tax Act of Canada) and renounce the related income tax deductions to the investors. Under Canadian GAAP, flow-through shares are accounted for as part of the issuance of capital stock at the price paid for the shares, net of any future income tax liability. Under USGAAP, any difference between the market price of the Company's stock and the fair value of the flow-through shares must be recorded as a liability if a premium is paid by investors or as an asset if investors are purchasing the shares at a discount. The asset or liability is charged to income as the flow-through share proceeds are expended on qualifying expenditures. | |
During the year ended April 30, 2008, the Company issued 3,575,000 flow-through shares for total proceeds of $5,005,000. As the market price of the Company’s stock was less than the fair value of the flow-through shares issued, a premium of $536,250 has been recorded for the expended cash on qualifying expenditures and a flow- through share liability of $536,250 was recorded for the unexpended amount as of April 30, 2008. During the year ended April 30, 2006, the Company issued 4,000,000 flow-through shares for total proceeds of $4,000,000. As the market price of the Company’s stock was less than the fair value of the flow-through shares issued, a premium of $398,454 has been recorded for the expended cash on qualifying expenditures and a flow-through share liability of $401,546 was recorded for the unexpended amount as of April 30, 2006. | |
Loss per share | |
Under both Canadian and United States generally accepted accounting principles basic loss per share is calculated using the weighted average number of common shares outstanding during the year. | |
Under United States generally accepted accounting principles, the weighted average number of common shares outstanding excludes any shares held in escrow for which the release is subject to certain performance conditions. The weighted average number of shares outstanding under United States generally accepted accounting principles for the years ended April 30, 2008, 2007 and 2006 were 72,997,081, 62,293,444, and 46,983,232, respectively. |
CROSSHAIR EXPLORATION & MINING CORP. |
NOTES TO THE FINANCIAL STATEMENTS |
April 30, 2008 |
(Expressed in Canadian Dollars) |
14. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(cont’d...) |
New Accounting Standards | |
Effective May 1, 2007, the Company adopted the provisions of FASB Interpretation 48,Accounting for Uncertainty in Income Taxes("FIN No. 48"). FIN No. 48 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements. Additionally, FIN No. 48 provides guidance on de- recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. Under FIN No. 48, an entity may only recognize or continue to recognize tax positions that meet a "more likely than not" threshold. | |
The adoption of FIN No. 48 did not have a cumulative effect on the Company’s financial statements. | |
In September 2006, the FASB issued SFAS No. 157,Fair Value Measurements("SFAS No. 157"), which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies to other existing accounting pronouncements that require or permit fair value measurements. SFAS No. 157 does not require any new fair value measurements. However, the application of this statement may change the current practice for fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. However, in February 2008, the FASB issued a final Staff Position to allow filers to defer the effective date of SFAS No. 157 for one year for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. The FASB Staff Position ("FSP") does not defer recognition and disclosure requirements for financial assets and financial liabilities or for nonfinancial assets and nonfinancial liabilities that are remeasured at least annually. The Company is currently evaluating the impact this statement will have on its financial position and results of operations and does not expect this statement to have a material impact on its financial position and results of operations. | |
In February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 155('SFAS No. 159"). SFAS No. 159 provides companies with an option to report selected financial assets and liabilities at fair value. SFAS 159 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. The Company is currently evaluating the impact this statement will have on its financial position and results of operations and does not expect this statement to have a material impact on its financial position and results of operations. | |
In December 2007, the FASB issued SFAS No. 141(R),Business Combinations (revised—2007)("SFAS No. 141(R)"). SFAS No. 141(R) is a revision to previously existing guidance on accounting for business combinations. The statement retains the fundamental concept of the purchase method of accounting, and introduces new requirements for the recognition and measurement of assets acquired, liabilities assumed and noncontrolling interests. SFAS No. 141(R) also requires acquisition-related transaction and restructuring costs to be expensed rather than treated as part of the cost of the acquisition. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company is currently evaluating the impact this statement will have on its financial position and results of operations and does not expect this statement to have a material impact on its financial position and results of operations. | |
In December 2007, the FASB issued SFAS No. 160,Noncontrolling Interests in Consolidated Financial Statements("SFAS No. 160"). The Statement requires that noncontrolling interests be reported as stockholders equity, a change that will affect the Company's financial statement presentation of minority interests in its consolidated subsidiaries. The Statement also establishes a single method of accounting for changes in a parent's ownership interest in a subsidiary as long as that ownership change does not result in deconsolidation. The statement is effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the impact of SFAS No. 160 and does not expect this statement to have a material impact on its financial position and results of operations. |
CROSSHAIR EXPLORATION & MINING CORP. |
NOTES TO THE FINANCIAL STATEMENTS |
April 30, 2008 |
(Expressed in Canadian Dollars) |
14. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(cont’d...) |
New Accounting Standards(cont’d…) | |
In March 2008, the FASB issued SFAS No. 161,Disclosures about Derivative Instruments and Hedging Activities("SFAS No. 161"). SFAS No. 161 amends and expands the disclosure requirements of SFAS No. 133,Accounting for Derivative Instruments and Hedging Activities, and requires entities to provide enhanced qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair values and amounts of gains and losses on derivative contracts, and disclosures about credit-risk-related contingent features in derivative agreements. This statement applies to all entities and all derivative instruments. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company is currently evaluating the impact of SFAS No. 161 and does not expect this statement to have a material impact on its financial position and results of operations. |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
CROSSHAIR EXPLORATION & MINING CORP. | ||
/s/ Mark J. Morabito | ||
By: | Mark J. Morabito | |
Chief Executive Officer |
Date: October 14, 2008