FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of FEBRUARY, 2008
Logan Resources Ltd. (File #000-50737)
(Translation of registrant's name into English)
1066 West Hastings Street, Suite #1640, Vancouver, B.C. Canada, V6E 3X1
(Address of principal executive offices)
Attachments:
1.
News Release dated February 28, 2008- Logan Resources Ltd. Retains Investor Relations Service Provider
2.
Logan Resources Ltd.’s Interim Financial Statements and Management Discussion and Analysis for the Nine Months Ended December 31, 2008
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F __________
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No ____X_____
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________________
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned, thereunto duly authorized.
Logan Resources Ltd.
(Registrant)
Date: March 7, 2008
By: /s/ Judith T. Mazvihwa
Name
Its: CFO/Director
(Title)
LOGAN RESOURCES LTD.
NEWS RELEASE
TSX-V: LGR
PK (USA): LGREF
Thursday February 28, 2008
LOGAN RESOURCES RETAINS INVESTOR RELATIONS SERVICE PROVIDER
NOT FOR DISSEMINATION IN THE UNITED STATES OR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
Vancouver – Thursday, February 28, 2008 - Logan Resources Ltd.(the “Company”)(TSXV:LGR) is pleased to announce that it has retained Earl Hope to provide investors relations services on a part-time (50%) basis for a period of twelve months, effective March 1, 2008. Mr. Hope shall be paid the sum of $3,000 per month and has been granted 100,000 incentive stock options under the Company’s stock option plan. The options are exercisable at a price of $0.20 share for a period of two years and 25% of the options shall vest on dates that are three, six, nine and twelve months following the date of grant.
Mr. Hope has served over 29 years as a financial advisor with Westcoast Securities, Midland Capital Inc., and Canaccord Capital Corp.; specializing in financing, underwriting and IPOs. In addition, Mr. Hope has over eight years of investor relations experience in a number of industry sectors including mining and oil & gas exploration.
Logan Resources Ltd. is a mineral exploration company that specializes in acquiring, exploring and advancing Canadian mineral properties. For more information on the property portfolio and the Company, please visitwww.loganresources.ca,www.sedar.com andwww.sec.gov websites.
For Further Information Please Contact:
Seamus Young, President & CEO
syoung@loganresources.ca
T: 604-689-0299 x 223
Statements contained in this news release that are not historical facts are forward-looking statements, which are subject to a number of known and unknown risks, uncertainness and other factors that may cause the actual results to differ materially from those anticipated in our forward looking statements. Although we believe that the expectations in our forward looking statements are reasonable, actual results may vary, and we cannot guarantee future results, levels of activity, performance or achievements.
The TSX Venture Exchange has neither approved nor disapproved the information contained herein.
LOGAN RESOURCES LTD.
(An Exploration Stage Company)
INTERIM FINANCIAL STATEMENTS
NINE MONTHS ENDED DECEMBER 31, 2007
(UNAUDITED – PREPARED BY MANAGEMENT)
The financial statements for the nine-month period ended December 31, 2007
have not been reviewed by the Company’s auditors.
LOGAN RESOURCES LTD. |
(An Exploration Stage Company) |
INTERIM BALANCE SHEETS |
|
(UNAUDITED – PREPARED BY MANAGEMENT) |
| | December 31 | | | March 31 | |
| | 2007 | | | 2007 | |
| | -$- | | | -$- | |
A S S E T S | | | | | | |
CURRENT ASSETS | | | | | | |
Cash | | 62,676 | | | 923,763 | |
Cash committed for mineral exploration | | 2,992,500 | | | - | |
Short-term investment | | - | | | 160,259 | |
Short-term investments committed for mineral exploration | | - | | | 1,839,741 | |
Amounts receivable | | 317,097 | | | 399,278 | |
Marketable securities | | 142,720 | | | 87,080 | |
Prepaid expenses | | 75,135 | | | 492,683 | |
Due from related parties (Note 9) | | 60,004 | | | 303,339 | |
| | 3,650,132 | | | 4,206,143 | |
PROPERTY BONDS | | 5,000 | | | 5,000 | |
CAPITAL ASSETS (Note 3) | | 322,634 | | | 38,284 | |
MINERAL INTERESTS (Note 4) | | 6,934,897 | | | 4,124,379 | |
| | 10,912,663 | | | 8,373,806 | |
L I A B I L I T I E S | | | | | | |
CURRENT LIABILITIES | | | | | | |
Accounts payable and accruals | | 213,256 | | | 103,739 | |
Due to related parties (Note 9) | | 78,296 | | | 53,254 | |
| | 291,552 | | | 156,993 | |
SHAREHOLDERS’ EQUITY | | | | | | |
SHARE CAPITAL (Note 5) | | 13,033,929 | | | 10,705,182 | |
CONTRIBUTED SURPLUS (Note 8) | | 1,059,993 | | | 808,555 | |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | | 55,640 | | | - | |
DEFICIT | | (3,528,451 | ) | | (3,296,924 | ) |
| | 10,621,111 | | | 8,216,813 | |
| | 10,912,663 | | | 8,373,806 | |
APPROVED BY THE DIRECTORS
Signed: “Seamus Young”
Signed: “Judith Mazvihwa”
- See Accompanying Notes -
LOGAN RESOURCES LTD. |
(An Exploration Stage Company) |
INTERIM STATEMENTS OF COMPREHENSIVE LOSS AND DEFICIT |
|
(UNAUDITED – PREPARED BY MANAGEMENT) |
|
| | Three Months Ended | | | Nine Months Ended | |
| | December 31 | | | December 31 | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | |
| | -$- | | | -$- | | | -$- | | | -$- | |
| | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | |
Administration salaries | | 61,627 | | | 61,937 | | | 155,289 | | | 216,734 | |
Amortization | | 107,526 | | | 3,092 | | | 116,130 | | | 9,278 | |
Management fees | | 15,000 | | | 15,000 | | | 45,000 | | | 45,000 | |
Office and miscellaneous | | 30,041 | | | 21,680 | | | 106,495 | | | 85,940 | |
Professional fees | | 30,748 | | | 21,695 | | | 63,195 | | | 71,453 | |
Transfer agent and filing fees | | 25,395 | | | 8,988 | | | 35,495 | | | 46,655 | |
Business development | | 77,421 | | | 49,046 | | | 180,671 | | | 163,107 | |
Stock based compensation | | - | | | (4,744 | ) | | 240,056 | | | 146,015 | |
| | 347,758 | | | 176,694 | | | 942,331 | | | 784,182 | |
| | | | | | | | | | | | |
LOSS BEFORE OTHER INCOME | | (347,758 | ) | | (176,694 | ) | | (942,331 | ) | | (784,182 | ) |
| | | | | | | | | | | | |
OTHER INCOME (EXPENSE) | | | | | | | | | | | | |
Airborne Revenue | | 68,520 | | | - | | | 68,520 | | | - | |
Gain on sale of marketable securities | | - | | | 59,465 | | | - | | | 160,129 | |
Interest income | | 4,909 | | | 25,950 | | | 48,381 | | | 106,052 | |
Impairment of mineral properties | | (28,615 | ) | | - | | | (427,138 | ) | | - | |
Impairment loss on marketable securities | | - | | | - | | | - | | | (3,950 | ) |
| | | | | | | | | | | | |
NET LOSS BEFORE INCOME TAXES | | (302,944 | ) | | (91,279 | ) | | (1,252,568 | ) | | (521,951 | ) |
Future income tax recovery | | 1,021,041 | | | - | | | 1,021,041 | | | - | |
| | | | | | | | | | | | |
NET INCOME/ (LOSS) FOR PERIOD | | 718,097 | | | (91,279 | ) | | (231,527 | ) | | (521,951 | ) |
| | | | | | | | | | | | |
DEFICIT, BEGINNING OF PERIOD | | (4,246,548 | ) | | (4,621,186 | ) | | (3,296,924 | ) | | (4,190,514 | ) |
| | | | | | | | | | | | |
DEFICIT, END OF PERIOD | | (3,528,451 | ) | | (4,712,465 | ) | | (3,528,451 | ) | | (4,712,465 | ) |
| | | | | | | | | | | | |
NET INCOME/ (LOSS) PER SHARE | | 0.020 | | | (0.003 | ) | | (0.007 | ) | | (0.017 | ) |
| | | | | | | | | | | | |
WEIGHTED AVERAGE SHARES | | | | | | | | | | | | |
OUTSTANDING | | 36,510,388 | | | 32,207,559 | | | 35,537,789 | | | 30,738,396 | |
SUPPLEMENTAL COMPREHENSIVE LOSS INFORMATION
Net Income/(Loss) | 718,097 | | (231,527) | |
Increase/(Decrease) in fair value of | | | | |
available for sale securities | 6,560 | | (40,940) | |
Comprehensive Income/(Loss) | 724,657 | | (272,467) | |
- See Accompanying Notes -
LOGAN RESOURCES LTD. |
(An Exploration Stage Company) |
INTERIM STATEMENTS OF CASH FLOWS |
|
(UNAUDITED – PREPARED BY MANAGEMENT) |
| | Three Months Ended December 31 | | | Nine Months Ended | |
| | | | December 31 | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | |
| | -$- | | | -$- | | | -$- | | | -$- | |
| | | | | | | | | | | | |
Operating Activities: | | | | | | | | | | | | |
Net income/(loss) for the period | | 718,097 | | | (91,279) | | | (231,527) | | | (521,951) | |
Items not involving cash: | | | | | | | | | | | | |
Amortization | | 107,526 | | | 3,092 | | | 116,130 | | | 9,278 | |
Future income tax recovery | | (1,021,041) | | | | | | (1,021,041) | | | | |
Gain on sale of marketable securities | | - | | | (59,465) | | | - | | | (160,129) | |
Impairment loss on marketable securities | | - | | | - | | | - | | | 3,950 | |
Impairment loss on mineral interests | | 28,615 | | | | | | 427,138 | | | | |
Stock-based compensation | | - | | | (4,744) | | | 240,056 | | | 146,015 | |
| | | | | | | | | | | | |
Changes in non-cash working capital | | | | | | | | | | | | |
Amounts receivable | | 27,067 | | | 21,326 | | | 114,580 | | | (71,918) | |
Prepaid expenses | | 2,011 | | | (275,600) | | | 417,548 | | | (308,433 | |
Accounts payable and accrued liabilities | | 107,075 | | | (250,5620 | | | 109,517 | | | 33,095 | |
Due from related parties | | 19,632 | | | 10,113 | | | 93,302 | | | (537) | |
Due to related parties | | (22,184) | | | (34,399) | | | 25,042 | | | (132,235) | |
Net cash provided by/(used in) operating | | | | | | | | | | | | |
activities | | (33,202) | | | (681,518) | | | 290,745 | | | (1,002,865) | |
| | | | | | | | | | | | |
Investing Activities: | | | | | | | | | | | | |
Proceeds of short term investments | | - | | | - | | | 2,000,000 | | | 50,000 | |
Proceeds on sale of marketable securities | | - | | | 65,465 | | | - | | | 178,129 | |
Equipment advance-Due from related | | | | | | | | | | | | |
parties | | 301,400 | | | - | | | 150,033 | | | | |
Acquisition of property and equipment | | (301,400) | | | - | | | (400,480) | | | (19,206) | |
Acquisition of and expenditures on mineral | | | | | | | | | | | | |
properties | | (394,328) | | | (359,965) | | | (2,992,855) | | | (1,688,751) | |
Net cash used in investing activities | | (394,328) | | | (294,500) | | | (1,243,302) | | | (1,479,828) | |
| | | | | | | | | | | | |
Financing Activities: | | | | | | | | | | | | |
Proceeds from issuance of shares | | 3,235,000 | | | 525,500 | | | 3,235,000 | | | 5,610,075 | |
Share issuance costs | | (151,030) | | | (22,210) | | | (151,030) | | | (167,344) | |
Share subscriptions received | | - | | | - | | | - | | | 130,000 | |
Net cash provided by financing activities | | 3,083,970 | | | 503,290 | | | 3,083,970 | | | 5,572,731 | |
| | | | | | | | | | | | |
Increase (decrease) in cash during period | | 2,656,440 | | | (472,728) | | | 2,131,413 | | | 3,090,038 | |
| | | | | | | | | | | | |
Cash at beginning of period | | 398,736 | | | 4,079,271 | | | 923,763 | | | 516,505 | |
| | | | | | | | | | | | |
Cash at end of period | | 3,055,176 | | | 3,606,543 | | | 3,055,176 | | | 3,606,543 | |
| | | | | | | | | | | | |
Cash and Cash Equivalents consist of: | | | | | | | | | | | | |
Cash | | 62,676 | | | 880,245 | | | 62,676 | | | 880,245 | |
Cash committed for mineral exploration | | 2,992,500 | | | 2,726,298 | | | 2,992,500 | | | 2,726,298 | |
| | 3,055,176 | | | 3,606,543 | | | 3,055,176 | | | 3,606,543 | |
| | | | | | | | | | | | |
Non-cash Investing and Financing Activities | | | | | | | | | | | | |
Shares for property options | | 112,000 | | | 190,000 | | | 277,200 | | | 228,000 | |
Issuance of shares for finders’ fees | | 79,750 | | | 233,750 | | | 79,750 | | | 233,750 | |
Supplementary disclosures: | | | | | | | | | | | | |
Interest paid | | - | | | - | | | - | | | - | |
Income taxes paid | | - | | | - | | | - | | | - | |
- See Accompanying Notes -
LOGAN RESOURCES LTD. |
(An Exploration Stage Company) |
NOTES TO INTERIM FINANCIAL STATEMENTS NINE |
MONTH ENDED DECEMBER 31, 2007 |
|
(UNAUDITED – PREPARED BY MANAGEMENT) |
1. | NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS |
The Company is in the business of acquiring and exploring mineral properties. There has been no determination whether properties held contain ore reserves, which are economically recoverable. In the ordinary course of business, the Company sells or options property interests to third parties, accepting as consideration cash and/or securities of the acquiring party.
The recoverability of valuations assigned to mineral properties is dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the properties, the ability to obtain necessary financing to complete development, and future profitable production or proceeds from disposition.
These financial statements have been prepared on the going concern basis which implies that the Company will continue realizing its assets and discharging its liabilities in the normal course of business, and do not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern. The ability to continue as a going concern is dependent upon the Company achieving profitable operations, and/or securing adequate additional financing.
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of presentation
These unaudited interim financial statements have been prepared in accordance with Canadian generally accepted accounting principles for financial statements and on a basis consistent with the policies set out in the Company’s annual audited financial statements for the year ended March 31, 2007. However, certain disclosures required for annual financial statements have not been included. Accordingly, these unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements including the notes thereto for the year ended March 31, 2007.
The carrying amount of marketable securities is reduced to market value when the decline in value is other than temporary. As at December 31, 2007, the fair market value of the securities held was $142,720 (March 31, 2007 -$277,010).
On July 1, 2007, the Company adopted CICA Section 1530, Comprehensive Income, Section 3855, Financial Instruments – Recognition and Measurement, Section 3861, Financial Instruments – Disclosure and Presentation and Section 3865, Hedges. These new standards increased harmonization between U.S. and Canadian GAAP.
Under U.S. and Canadian GAAP, portfolio investments are classified as available-for-sale securities, which are carried at market value. The resulting unrealized gains or losses are included in the determination of comprehensive income, net of income taxes where applicable. Prior to adopting Section’s 3855 and 1530, these investments were carried at their original cost less provisions for impairment under Canadian GAAP. Upon adoption, the Company recorded a retroactive balance representing the unrealized gains on available- for-sale securities of $96,580 at July 1, 2007 as accumulated comprehensive income.
The change in the fair market value of available-for-sale securities was $40,940 for the six month period ended December 31, 2007, since the policy changed and was a component of comprehensive loss.
1
LOGAN RESOURCES LTD. |
(An Exploration Stage Company) |
NOTES TO INTERIM FINANCIAL STATEMENTS NINE |
MONTH ENDED DECEMBER 31, 2007 |
|
(UNAUDITED – PREPARED BY MANAGEMENT) |
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Property and equipment is recorded at cost, less accumulated amortization. Amortization is calculated on a straight-line basis over their estimated useful lives at the following annual rates:
| Automotive | 33% | |
| Computer equipment | 25% | |
| Field equipment | 25% | |
| Office furniture and equipment | 20% | |
| Field equipment - Airborne Based on usage – Daily rate of 15% of cost per 30 days | |
The Company follows the recommendations of EIC 146 with respect to flow-through shares. Canadian tax legislation permits a company to issue securities referred to as flow-through shares whereby the Company assigns the tax deductions arising from the related resource expenditures to the shareholders. When resource expenditures are renounced to the investors and the Company has reasonable assurance that the expenditures will be completed, a future income tax liability is recognized and the share capital is reduced.
If the Company has sufficient unrecognized tax losses or other future income tax assets to offset all or part of this future income tax liability and no future income tax assets have been previously recognized for these future income tax assets, a portion of such unrecognized losses is recorded as tax recovery up to the amount of the future income tax liability that would otherwise have been recognized on the renounced expenditures.
| | | | | | | | | March 31 |
| | | December 31, 2007 | | 2007 |
| | | | | Accumulated | | Net Book | | Net Book |
| | | Cost | | Amortization | | Value | | Value |
| | | -$- | | - $- | | - $- | | - $- |
| | | | | | | | | |
| Automotive | | 33,080 | | 4,094 | | 28,986 | | 10,102 |
| Computer equipment | | 3,254 | | 3,151 | | 103 | | 713 |
| Field equipment | | 38,116 | | 9,441 | | 28,675 | | 17,934 |
| Field equipment – Airborne | | 285,500 | | 102,780 | | 182,720 | | - |
| Storage facility | | 75,000 | | - | | 75,000 | | - |
| Office furniture and equipment | | 12,438 | | 6,153 | | 6,285 | | 8,151 |
| Software | | 2,769 | | 1,904 | | 865 | | 1,384 |
| | | | | | | | | |
| | | 450,157 | | 127,523 | | 322,634 | | 38,284 |
2
LOGAN RESOURCES LTD. |
(An Exploration Stage Company) |
NOTES TO INTERIM FINANCIAL STATEMENTS NINE |
MONTH ENDED DECEMBER 31, 2007 |
|
(UNAUDITED – PREPARED BY MANAGEMENT) |
A summary of expenditures incurred relating to the Company’s mineral interests is as follows:
| | | | December 31 | | | 9 month | | | March 31 | |
| | | | 2007 | | | expenditures | | | 2007 | |
| | | | - $- | | | - $- | | | - $- | |
| a) | Albert Creek, British Columbia | | | | | | | | | |
| | Acquisition costs | | 155,957 | | | 115,200 | | | 40,757 | |
| | Exploration costs | | 148,058 | | | - | | | 148,058 | |
| | Assay | | 8,419 | | | 203 | | | 8,216 | |
| | Equipment rental | | 4,600 | | | - | | | 4,600 | |
| | Geologist | | 820 | | | - | | | 820 | |
| | Helicopter | | 13,365 | | | - | | | 13,365 | |
| | Licenses and permits | | 312 | | | - | | | 312 | |
| | Line cutting | | 47,811 | | | - | | | 47,811 | |
| | Miscellaneous | | 4,030 | | | - | | | 4,030 | |
| | Supervision | | 11,250 | | | 2000 | | | 9,250 | |
| | Surveys | | 8,585 | | | - | | | 8,585 | |
| | Transportation | | 1,906 | | | - | | | 1,906 | |
| | Recoveries | | (100,000 | ) | | - | | | (100,000 | ) |
| | Tax credits | | (40 | ) | | - | | | (40 | ) |
| | | | 305,073 | | | 117,403 | | | 187,670 | |
| b) | Antler Creek, British Columbia | | | | | | | | | |
| | Acquisition costs | | 28,773 | | | - | | | 28,773 | |
| | Exploration costs | | 28,899 | | | - | | | 28,899 | |
| | Assay | | 121 | | | - | | | 121 | |
| | Filing and recording | | 14,686 | | | 642 | | | 14,044 | |
| | Geophysical | | 12,243 | | | 1,950 | | | 10,293 | |
| | Miscellaneous | | 139 | | | 139 | | | - | |
| | Mobilization | | 13,360 | | | 13,360 | | | - | |
| | Supervision | | 4,500 | | | 3,000 | | | 1,500 | |
| | Surveys | | 3,405 | | | - | | | 3,405 | |
| | Support wages | | 1,865 | | | 1,865 | | | - | |
| | Tax credits | | (17,710 | ) | | (16,269 | ) | | (1,441 | ) |
| | | | 90,281 | | | 4,687 | | | 85,594 | |
| c) | Carswell, Saskatchewan | | | | | | | | | |
| | Exploration costs | | - | | | - | | | - | |
| | Mapping | | 1,250 | | | - | | | 1,250 | |
| | Supervision | | 12,500 | | | 3,500 | | | 9,000 | |
| | Option payments received | | (43,000 | ) | | - | | | (43,000 | ) |
| | Gain on option payments received | | 32,750 | | | - | | | 32,750 | |
| | | | 3,500 | | | 3,500 | | | - | |
| d) | Cheyenne Gold, Yukon | | | | | | | | | |
| | Acquisition costs | | 304,855 | | | 56,000 | | | 248,855 | |
| | Exploration costs | | | | | - | | | - | |
| | Accommodation & meals | | 3,629 | | | - | | | 3,629 | |
| | Assay | | 6,174 | | | - | | | 6,174 | |
| | Camp supplies | | 2,580 | | | - | | | 2,580 | |
| | Equipment rental | | 3,000 | | | - | | | 3,000 | |
| | Fuel | | 22,931 | | | - | | | 22,931 | |
| | Geologist | | 53,109 | | | 4,094 | | | 49,015 | |
| | Geophysics | | 45,031 | | | 35,693 | | | 9,338 | |
| | Helicopter | | 28,332 | | | - | | | 28,332 | |
| | License permits & filing | | 500 | | | - | | | 500 | |
| | Mapping | | 8,107 | | | - | | | 8,107 | |
| | Miscellaneous | | 1,904 | | | 444 | | | 1,460 | |
| | Supervision | | 16,312 | | | 3,000 | | | 13,312 | |
| | Support wages | | 2,530 | | | - | | | 2,530 | |
| | Surveys | | 3,185 | | | - | | | 3,185 | |
| | Transportation | | 5,149 | | | - | | | 5,149 | |
| | METC claim | | (12,175 | ) | | - | | | (12,175 | ) |
| | | | 495,153 | | | 99,231 | | | 395,922 | |
3
LOGAN RESOURCES LTD. |
(An Exploration Stage Company) |
NOTES TO INTERIM FINANCIAL STATEMENTS |
NINE MONTH ENDED DECEMBER 31, 2007 |
|
(UNAUDITED – PREPARED BY MANAGEMENT) |
4. | MINERAL INTERESTS (Continued) |
| | | | December 31 | | | 9 month | | | March 31 | |
| | | | 2007 | | | expenditures | | | 2007 | |
| | | | - $- | | | - $- | | | - $- | |
| e) | Heidi, Yukon | | | | | | | | | |
| | Acquisition costs | | 440,129 | | | 69,625 | | | 370,504 | |
| | Exploration costs | | 49,768 | | | - | | | 49,768 | |
| | Accommodation & meals | | 136,342 | | | 49,498 | | | 86,844 | |
| | Assay | | 38,548 | | | 32,641 | | | 5,907 | |
| | Camp supplies | | 29,285 | | | 14,728 | | | 14,557 | |
| | Diamond drilling | | 484,733 | | | 425,323 | | | 59,410 | |
| | Equipment rental | | 12,708 | | | 12,708 | | | - | |
| | Fuel | | 275,852 | | | 208,495 | | | 67,357 | |
| | Geologist | | 172,475 | | | 74,497 | | | 97,978 | |
| | Geophysics | | 162,690 | | | 162,690 | | | - | |
| | Helicopter | | 600,792 | | | 279,904 | | | 320,888 | |
| | Licenses and permits | | 7,706 | | | 5,206 | | | 2,500 | |
| | Mapping | | 1,324 | | | 601 | | | 723 | |
| | Miscellaneous | | 21,337 | | | 15,382 | | | 5,955 | |
| | Supervision | | 28,096 | | | 11,250 | | | 16,846 | |
| | Surveys | | 1,545 | | | - | | | 1,545 | |
| | Transportation | | 56,912 | | | 46,185 | | | 10,727 | |
| | Wages | | 156,047 | | | 114,670 | | | 41,377 | |
| | METC claim | | (82,507 | ) | | - | | | (82,507 | ) |
| | | | 2,593,782 | | | 1,523,403 | | | 1,070,379 | |
| f) | Redford, British Columbia | | | | | | | | | |
| | Acquisition costs | | 32,288 | | | - | | | 32,288 | |
| | Exploration costs | | 260,043 | | | - | | | 260,043 | |
| | Accommodation & meals | | 453 | | | 453 | | | | |
| | Assay | | 363 | | | - | | | 363 | |
| | Fuel | | 227 | | | 227 | | | - | |
| | Mapping | | 1,090 | | | 1,090 | | | - | |
| | Supervision | | 3,250 | | | 1,000 | | | 2,250 | |
| | Transportation | | 130 | | | 130 | | | - | |
| | | | 297,844 | | | 2,900 | | | 294,944 | |
| g) | Shell Creek Yukon | | | | | | | | | |
| | Acquisition costs | | 480,604 | | | 58,523 | | | 422,081 | |
| | Exploration costs | | 107,368 | | | - | | | 107,368 | |
| | Accommodation & meals | | 155,369 | | | 54,395 | | | 100,974 | |
| | Assay | | 114,129 | | | 46,790 | | | 67,339 | |
| | Camp supplies | | 50,175 | | | 15,995 | | | 34,180 | |
| | Diamond drilling | | 578,026 | | | 418,515 | | | 159,511 | |
| | Equipment rental | | 20,448 | | | 5,967 | | | 14,481 | |
| | Filing fees | | 28,287 | | | 6,849 | | | 21,438 | |
| | Fuel | | 119,934 | | | 52,401 | | | 67,533 | |
| | Geochem surveys | | 15,516 | | | - | | | 15,516 | |
| | Geologist | | 347,825 | | | 195,615 | | | 152,210 | |
| | Geophysics | | 115,582 | | | 101,972 | | | 13,610 | |
| | Helicopter | | 722,148 | | | 247,067 | | | 475,081 | |
| | Licenses and permits | | 10,976 | | | 7,576 | | | 3,400 | |
| | Line cutting | | 13,400 | | | - | | | 13,400 | |
| | Mapping | | 3,177 | | | 1,141 | | | 2,036 | |
| | Miscellaneous | | 41,644 | | | 24,960 | | | 16,684 | |
| | Mobilization | | 3,468 | | | - | | | 3,468 | |
| | Supervision | | 54,259 | | | 12,500 | | | 41,759 | |
| | Surveys | | 143,206 | | | - | | | 143,206 | |
| | Travel | | 86,844 | | | 35,155 | | | 51,689 | |
| | Wages | | 148,681 | | | 116,308 | | | 32,373 | |
| | METC claim | | (211,893 | ) | | (16,130 | ) | | (195,763 | ) |
| | | | 3,149,173 | | | 1,385,599 | | | 1,763,574 | |
4
LOGAN RESOURCES LTD. |
(An Exploration Stage Company) |
NOTES TO INTERIM FINANCIAL STATEMENTS |
NINE MONTH ENDED DECEMBER 31, 2007 |
|
(UNAUDITED – PREPARED BY MANAGEMENT) |
4. | MINERAL INTERESTS (Continued) |
| | | | December 31 | | | 9 month | | | March 31 | |
| | | | 2007 | | | expenditures | | | 2007 | |
| | | | - $- | | | -$- | | | - $- | |
| h) | May Creek, Yukon | | | | | | | | | |
| | Acquisition costs | | 80,576 | | | 2,576 | | | 78,000 | |
| | Accommodation & meals | | 9,298 | | | 9,298 | | | - | |
| | Assay | | 1,753 | | | 1,753 | | | - | |
| | Camp supplies | | 2,463 | | | 2,463 | | | - | |
| | Diamond drilling | | 94,228 | | | 94,228 | | | - | |
| | Fuel | | 38,781 | | | 38,217 | | | 564 | |
| | Geologist | | 12,871 | | | 10,125 | | | 2,746 | |
| | Geophysics | | 475 | | | - | | | 475 | |
| | Helicopter | | 149,006 | | | 144,131 | | | 4,875 | |
| | Mapping | | 515 | | | - | | | 515 | |
| | Miscellaneous | | 406 | | | 406 | | | - | |
| | Supervision | | 7,250 | | | 4,500 | | | 2,750 | |
| | Travel | | 1,250 | | | 1,250 | | | - | |
| | Wages | | 808 | | | 808 | | | - | |
| | METC claim | | (1,114 | ) | | - | | | (1,114 | ) |
| | Property abandoned | | (398,566 | ) | | (398,566 | ) | | - | |
| | | | - | | | (88,811 | ) | | 88,811 | |
| j) | Turn River, Yukon | | | | | | | | | |
| | Acquisition costs | | 370,469 | | | 132,984 | | | 237,485 | |
| | Option payment received | | (370,469 | ) | | (370,469 | ) | | - | |
| | Net acquisition costs | | - | | | (237,485 | ) | | 237,485 | |
| | Miscellaneous | | 91 | | | 91 | | | - | |
| | | | 91 | | | (237,394 | ) | | 237,485 | |
| k) | Englishman, Yukon | | | | | | | | | |
| | Acquisition costs | | 22,000 | | | 22,000 | | | - | |
| | Geophysics | | 4,172 | | | 4,172 | | | - | |
| | Licenses & permits | | 400 | | | 400 | | | - | |
| | Supervision | | 2,000 | | | 2,000 | | | - | |
| | Property abandoned | | (28,572 | ) | | (28,572 | ) | | - | |
| | | | - | | | - | | | - | |
| | | | | | | | | | | |
| Total Exploration Expenditures | | 6,934,897 | | | 2,810,518 | | | 4,124,379 | |
5
LOGAN RESOURCES LTD. |
(An Exploration Stage Company) |
NOTES TO INTERIM FINANCIAL STATEMENTS NINE |
MONTH ENDED DECEMBER 31, 2007 |
|
(UNAUDITED – PREPARED BY MANAGEMENT) |
4. | MINERAL INTERESTS (Continued) |
| a) | Albert Creek Property(Liard Mining Division, B.C.) |
Pursuant to an option agreement with two individuals, including the President of the Company, the Company owns the right to earn a 100% interest, subject to a 2% net smelter royalty (“NSR”), in fifteen mineral claims (159 units). This option (as amended on April 15, 2004) is exercisable in three stages. The first stage (51%) has been completed by paying $10,000 of out-of-pocket staking costs (paid by issuing 100,000 shares at $0.10 per share) and incurring $75,000 of exploration expenditures. The second stage (24%) has been completed by issuing 240,000 shares at a fair value of $0.10 per share, and incurring a further $100,000 of exploration expenditures. The third stage (25%), was completed by issuing 360,000 shares. The Company has the right to acquire 50% of the NSR royalty by paying $1,000,000 to the Optionors.
| b) | Antler Creek Property(Cariboo Mining Division, B.C.) |
The Antler Creek property consists of 49 claims representing 64 units. The Company holds a 100% interest in the property, subject to a 2% NSR royalty, held by two individuals of which one is the son of the President of the Company.
| c) | Carswell Property(Saskatchewan) |
In fiscal 2005, the Company staked 2 claims covering a total area of 7,552 hectares on the Carswell Dome Formation, Saskatchewan.
Pursuant to an option agreement dated March 2, 2005, the Company granted an option to a third party to earn a 50% interest in the Carswell Property.
To earn this interest the Optionee paid $25,000 cash and must issue 200,000 of its shares and incur a total of $300,000 in exploration expenditures as follows:
Share consideration to be made:
(i ) 100,000 shares to be issued upon acceptance of the Option Agreement by the TSX Venture Exchange (issued);
(ii) a further 50,000 shares to be issued on or before March 14, 2006 (issued) and
(iii) a further 50,000 shares to be issued on or before March 14, 2007 (issued).
Exploration expenditures to be incurred:
(i) | $25,000 on or before March 14, 2006 (incurred); |
(ii) | a further $50,000 on or before March 14, 2007 (incurred); |
(iii) | a further $75,000 on or before March 14, 2008 and |
(iv) | a further $150,000 on or before March 14, 2009. |
Upon completion of the above expenditures a joint venture will be entered into between the parties.
6
LOGAN RESOURCES LTD. |
(An Exploration Stage Company) |
NOTES TO INTERIM FINANCIAL STATEMENTS NINE |
MONTH ENDED DECEMBER 31, 2007 |
|
(UNAUDITED – PREPARED BY MANAGEMENT) |
4. | MINERAL INTERESTS (Continued) |
| d) | Cheyenne Property (Mayo Mining District, Yukon Territory) |
The Cheyenne property consists of 364 mineral claims in the Mayo Mining District, Yukon Territory. The Company holds a 100% interest in the property, subject to a 2% NSR royalty. In order to exercise the option the Company must pay $300,000, issue 1,000,000 common shares and incur $500,000 of exploration expenditures, all in stages over a period of four years as follows:
Cash considerations to be made:
(i ) $10,000 paid upon acceptance of the Option Agreement by the TSX Venture Exchange (paid);
(ii) a further $40,000 paid on or before June 21,2006 (paid);
(iii) a further $50,000 to be paid on or before December 23, 2006 (paid);
(iv) a further $60,000 to be paid on or before December 23, 2007 (subsequently paid);
(v) a further $70,000 to be paid on or before December 23, 2008;
(vi) a further $70,000 to be paid on or before December 23, 2009.
Share considerations to be made:
(i) | 200,000 shares issued within 5 days of TSX Venture Exchange approval (issued); |
(ii) | 200,000 shares to be issued on or before December 23, 2006 (issued); |
(iii) | 200,000 shares to be issued on or before December 23, 2007 (issued); |
(iv) | 200,000 shares to be issued on or before December 23, 2008; and |
(v) | 200,000 shares to be issued on or before December 23, 2009. |
Exploration expenditures to be incurred:
(i) | $100,000 in 2007 (incurred); |
(ii) | $100,000 in 2008; |
(iii) | $150,000 in 2009; and |
(iv) | $150,000 in 2010. |
The Company will have the right to purchase 50% of the NSR royalty retained by the Optionor prior to the Commercial Production Date, for a purchase price of $2,000,000 and the right of first refusal on the remaining 50%.
If the property is not in production by March 1, 2015, advance royalty payments will be made as follows:
(i) | $25,000 on March 1, 2015; |
(ii) | $25,000 on March 1, 2016; |
(iii) | $25,000 on March 1, 2017; and |
(iv) | $25,000 on March 1, 2018. |
7
LOGAN RESOURCES LTD. |
(An Exploration Stage Company) |
NOTES TO INTERIM FINANCIAL STATEMENTS |
NINEMONTH ENDED DECEMBER 31, 2007 |
|
(UNAUDITED – PREPARED BY MANAGEMENT) |
4. | MINERAL INTERESTS (Continued) |
| e) | Heidi Property(Mayo Mining District, Yukon Territory) |
The Heidi property consists of 220 mineral claims in the Mayo Mining District, Yukon Territory. A total of 200 claims were acquired through staking and the remaining 20 are held pursuant to an option agreement dated April 8, 2003 that gives the Company the right to acquire a 100% interest, subject to a 2% NSR royalty. In order to exercise the option, the Company must pay a total of $180,000 cash consideration, issue a total of 1,000,000 shares and incur exploration expenditures aggregating $600,000 as follows:
Cash considerations to be made:
(i) | $15,000 paid upon acceptance of the Option Agreement by the TSX Venture Exchange (paid); |
(ii) | a further $10,000 paid on or before July 15, 2003 (paid); |
(iii) | a further $15,000 paid on or before January 15, 2004 (paid); |
(iv) | a further $15,000 paid on or before July 15, 2004 (paid); |
(v) | a further $17,500 paid on or before January 15, 2005 (paid); |
(vi) | a further $17,500 paid on or before July 15, 2005 (paid); |
(vii) | a further $20,000 paid on or before January 15, 2006 (paid); |
(viii) | a further $20,000 to be paid on or before July 15, 2006 (paid); |
(ix) | a further $25,000 to be paid on or before January 15, 2007 (paid); and |
(x) | a further $25,000 to be paid on or before July 15, 2007 (paid). |
|
Share considerations to be made:
(i) | 100,000 shares issued upon acceptance of the Option Agreement by the TSX Venture Exchange (issued); |
(ii) | 100,000 shares issued on or before July 15, 2003 (issued); |
(iii) | 50,000 shares issued on or before January 15, 2004 (issued); |
(iv) | 50,000 shares issued on or before July 15, 2004 (issued); |
(v) | 100,000 shares issued on or before January 15, 2005 (issued); |
(vi) | 100,000 shares issued on or before July 15, 2005 (issued); |
(vii) | 100,000 shares issued on or before January 15, 2006 (issued); |
(viii) | 100,000 shares to be issued on or before July 15, 2006 (issued); |
(ix) | 150,000 shares to be issued on or before January 15, 2007 (issued); and |
(x) | 150,000 shares to be issued on or before July 15, 2007 (issued). |
Exploration expenditures to be incurred:
(i) | $75,000 by April 8, 2004 (date extended by the Optionor); |
(ii) | $175,000 in aggregate by April 8, 2005 (date extended by the Optionor); |
(iii) | $300,000 in aggregate by April 8, 2006 (incurred); |
(iv) | $450,000 in aggregate by April 8, 2007 (incurred); and |
(v) | $600,000 in aggregate by April 8, 2008 (incurred). |
The Company will have the right to purchase 50% of the NSR royalty retained by the Optionor for a purchase price $2,000,000 and the right of first refusal on the remaining 50%.
| f) | Redford Property(Alberni Mining Division, B.C.) |
The Company has a 100% interest in 25 claims (432 units) in the Alberni Mining Division, B.C.
8
LOGAN RESOURCES LTD. |
(An Exploration Stage Company) |
NOTES TO INTERIM FINANCIAL STATEMENTS NINE |
MONTH ENDED DECEMBER 31, 2007 |
|
(UNAUDITED – PREPARED BY MANAGEMENT) |
4. | MINERAL INTERESTS (Continued) |
| g) | Shell Creek Property(Dawson Mining District, Yukon Territory) |
The Shell Creek property consists of 656 mineral claims in the Dawson Mining District, Yukon Territory. A total of 586 claims were acquired through staking and the remaining 70 are held pursuant to an option agreement dated January 1, 2003, that gives the Company the right to earn a 100% interest, subject to a 2% NSR royalty. In order to exercise the option, the Company must pay a total of $155,000 cash consideration, issue a total of 1,000,000 shares and incur exploration expenditures aggregating $1,550,000 as follows:
Cash considerations to be made:
(i) $10,000 paid to cover certain expenditures (paid);
(ii) a further $15,000 paid upon acceptance of the option agreement by the TSX Venture Exchange (paid);
(iii) a further $25,000 paid on or before January 1, 2004 (paid);
(iv) a further $30,000 paid on or before January 1, 2005 (paid);
(v) a further $35,000 paid on or before January 1, 2006 (paid); and
(vi) a further $40,000 to be paid on or before January 1, 2007 (paid).
Share considerations to be made:
(i) 100,000 shares issued upon acceptance of the Option Agreement by the TSX Venture Exchange (issued);
(ii) a further 100,000 shares issued on or before July 1, 2003 (issued);
(iii) a further 200,000 shares issued on or before January 1, 2004 (issued);
(iv) a further 100,000 shares issued on or before January 1, 2005 (issued);
(v) a further 100,000 shares issued on or before January 1, 2006 (issued);
(vi) a further 200,000 shares to be issued on or before January 1, 2007 (issued); and
(vii) a further 200,000 shares to be issued on or before January 1, 2008 (issued).
Exploration expenditures to be incurred:
(i) | $150,000 before January 1, 2004 (incurred); |
(ii) | $350,000 in aggregate before January 1, 2005 (incurred); |
(iii) | $650,000 in aggregate before January 1, 2006 (incurred); |
(iv) | $1,050,000 in aggregate before January 1, 2007 (incurred); and |
(v) | $1,550,000 in aggregate before January 1, 2008 (incurred). |
The Company will have the right to purchase 50% of the NSR royalty retained by the Optionor for a purchase price of $2,000,000 and the right of first refusal on the remaining 50%.
| h) | May Creek Property(Mayo District, Yukon Territory) |
During the period, the Company terminated its Option Agreement dated August 1, 2006. Accordingly all related expenditures have been written off as at December 31, 2007.
9
LOGAN RESOURCES LTD. |
(An Exploration Stage Company) |
NOTES TO INTERIM FINANCIAL STATEMENTS NINE |
MONTH ENDED DECEMBER 31, 2007 |
|
(UNAUDITED – PREPARED BY MANAGEMENT) |
4. | MINERAL INTERESTS (Continued) |
| i) | Turn River Property,( Cassiar Plateau, Yukon Territory) |
During February 2007 the Company and International KRL Resources Corp., related by common directors, acquired 50% each, by staking in the Cassiar Plateau, Yukon Territory, 2,220 claims, covering 46,941 hectares, which includes twelve distinct project areas.
During the period the Company and International KRL Resources Corp., acquired 50% each, by additional staking in the Cassiar Plateau, Yukon Territory, 1,307 claims.
The Turn River property now consists of 3,527 claims in total, which includes twelve distinct project areas. The Company received $370,469 in recovery of it’s acquisition costs from a non-related company pursuant to earn a 50% share in the Turn River Property.
The Company has signed an agreement with a non-related company granting the company the option to earn a 50% interest in the Turn River Project for $7.5 million in staged exploration expenditures. The company has assigned its option to another company.
The exploration expenditures will be staged as follows:
(i) $1 million in year 1;
(ii) $1 million in year 2;
(iii) $1.5 million in year 3;
(iv) $2 million in year 4; and
(v) $2 million in year 5.
| j) | Englishman Property,(Watson Lake, Yukon Territory) |
During the period, the Company terminated its Option Agreement dated January 25, 2007. Accordingly all related expenditures have been written off at December 31, 2007.
Authorized
100,000,000 common shares without par value
Issued and outstanding:
| | # of shares | | -$- | |
| | | | | |
| Balance - March 31, 2006 | 21,581,863 | | 6,370,101 | |
| Issued during fiscal 2007 for: | | | | |
| Cash: | | | | |
| Flow-through brokered private placement | 6,250,000 | | 3,437,500 | |
| Non-flow-through brokered private placement | 1,250,000 | | 625,000 | |
| Non-flow-through private placement | 1,000,000 | | 500,000 | |
| Flow-through private placement | 1,270,000 | | 508,000 | |
| Stock options exercised | 225,000 | | 90,000 | |
| Warrants exercised | 1,706,000 | | 640,850 | |
| Mineral property option payments | 800,000 | | 285,000 | |
| Finders’ fees | 467,500 | | 233,750 | |
| Agent warrants | - | | (266,685 | ) |
| Share issuance costs | - | | (428,721 | ) |
| Fair value of stock options exercised transferred from contributed surplus | - | | 54,416 | |
| Flow-through shares renunciation | - | | (1,344,029 | ) |
| | | | | |
| Balance – March 31, 2007 | 34,550,363 | | 10,705,182 | |
10
LOGAN RESOURCES LTD. |
(An Exploration Stage Company) |
NOTES TO INTERIM FINANCIAL STATEMENTS |
NINE MONTH ENDED DECEMBER 31, 2007 |
|
(UNAUDITED – PREPARED BY MANAGEMENT) |
5. | SHARE CAPITAL (Continued) |
| | # of shares | | - $- | |
| | | | | |
| Balance – March 31, 2007 | 34,550,363 | | 10,705,182 | |
| | | | | |
| Issued during period ending December 31, 2007 for: | | | | |
| Cash: | | | | |
| Flow-through private placement | 7,500,000 | | 3,000,000 | |
| Non-flow-through private placement | 671,428 | | 235,000 | |
| Mineral property option payments | 960,000 | | 277,200 | |
| Finders’ fees | 299,000 | | 79,750 | |
| Agent warrants | - | | (11,382 | ) |
| Share issuance costs | - | | (230,780 | ) |
| Flow-through shares renunciation | | | (1,021,041 | ) |
| | | | | |
| Balance – December 31, 2007 | 43,980,791 | | 13,033,929 | |
For the period ended December 31, 2007:
(a) | On December 18 and 20, 2007 the Company issued 7,500,000 flow-through units through a non-brokered private placement at a price of $0.40 per unit for total proceeds of $3,000,000. Each flow-through unit consists of one flow-through common share and one half non-flow-through share purchase warrant with one whole share purchase warrant exercisable at a price of $0.50 per share for a period of eighteen months. |
|
| On December 18 and 20, 2007 the Company also issued 671,428 non-flow-through units through a non- brokered private placement at a price of $0.35 per unit for total proceeds of $235,000. Each non-flow-through unit consists of one non-flow-through common share and one non-flow-through share purchase warrant with one share purchase warrant exercisable at a price of $0.45 per share for a period of eighteen months. |
|
| In connection with the private placement, the Company paid $230,780 in finders’ fees, consisting of $138,120 in cash, issued 299,000 non-flow-through finder’s shares valued at $79,750 and legal fees of $12,910. The company also issued 149,500 finder’s warrants. Each finder’s warrant entitles the holder to purchase one non-flow-through common share for $0.50 per share for up to eighteen months. The fair value of the warrants recorded as finders’ fees and calculated under the Black-Scholes model was $11,382 and recorded as a share issuance cost. |
|
(b) | Pursuant to the mineral property option agreements, the Company issued 960,000 shares at fair value ranging from $0.22 to $0.34 per share for a total fair value of $277,200. |
|
(c) | Of the shares issued during 2007, 7,500,000 were issued on a flow-through basis whereby the Company is committed to spend $2,992,500 of Canadian exploration expenditures (“CEE”) over two years and has renounced this amount to the shareholders. The value of the flow-through renunciation was $1,021,041. |
|
11
LOGAN RESOURCES LTD. |
(An Exploration Stage Company) |
NOTES TO INTERIM FINANCIAL STATEMENTS NINE |
MONTH ENDED DECEMBER 31, 2007 |
|
(UNAUDITED – PREPARED BY MANAGEMENT) |
5. | SHARE CAPITAL (Continued) |
For the year ended March 31, 2007:
(a) | On April 25, 2006 the Company issued 6,250,000 flow-through units through a brokered private placement at a price of $0.55 per unit. Each flow through unit consists of one flow-through common share and one half non-flow- through share purchase warrant with one whole share purchase warrant exercisable at a price of $0.70 per share for a period of eighteen months. |
|
| On April 25, 2006, the Company also issued 1,250,000 non-flow-through-units through a brokered private placement at a price of $0.50 per unit. Each non-flow-through-unit consists of one non-flow-through common share and one half non-flow-through share purchase warrant with one whole share purchase warrant exercisable at a price of $0.70 per share for a period of eighteen months. |
|
| In connection with the private placement, the Company paid $102,500 in finders’ fees, issued 445,000 non- flow through finder’s units with the same terms and conditions as the financing and 750,000 finder’s warrants. Each finder’s warrant entitles the holder to purchase one non-flow-through common share for $0.70 per share for up to eighteen months. The fair value of the share portion of the finder’s units are $222,500 recorded as finders’ fees and $60,942 for the warrant portion calculated under the Black-Scholes model, recorded as a share issuance cost. The fair value of the finder’s warrants under the Black-Scholes model was $195,423, recorded as a share issuance cost. |
|
(b) | On May 1, 2006 the Company issued 1,000,000 non-flow-through-units through a non-brokered private placement at a price of $0.50 per unit. Each non-flow-through-unit consists of one non-flow-through common share and one half non-flow-through share purchase warrant with one whole share purchase warrant exercisable at a price of $0.70 per share for a period of eighteen months. In connection with the private placement, the Company paid $6,000 and issued 22,500 non-flow-through common shares at a fair value of $0.50 per share as finders’ fees. |
|
(c) | On December 22, 2006 the Company issued 1,270,000 flow-through units through a private placement at a price of $0.40 per unit. Each flow-through unit consists of one share and one quarter non-flow-through share purchase warrant with one whole share purchase warrant exercisable at a price of $0.60 per share for a period of twelve months. In connection with the private placement, the Company paid $30,480 in finders’ fees and issued 125,000 finder’s warrants with the same terms and conditions as the financing. The fair value of the finder’s warrants under the Black-Scholes model was $10,320, recorded as a share issuance cost. |
|
(d) | In the current year 225,000 options were exercised at $0.40 per share for proceeds of $90,000. The fair value when granted of $54,416 was transferred to share capital from contributed surplus to reflect the exercise of these options. |
|
(e) | In the current year 1,706,000 warrants were exercised at prices ranging from $0.35 to $0.40 per share for proceeds of $640,850. |
|
(f) | Pursuant to the mineral property option agreements, the Company issued 800,000 shares at fair value ranging from $0.30 to $0.38 per share for a total fair value of $285,000. |
|
(g) | Of the shares issued during 2006, 7,520,000 were issued on a flow-through basis whereby the Company is committed to spend $3,939,123 of Canadian exploration expenditures (“CEE”) over two years and has renounced this amount to the shareholders. |
|
12
LOGAN RESOURCES LTD. |
(An Exploration Stage Company) |
NOTES TO INTERIM FINANCIAL STATEMENTS NINE |
MONTH ENDED DECEMBER 31, 2007 |
|
(UNAUDITED – PREPARED BY MANAGEMENT) |
At December 31, 2007, the following stock options were outstanding
| Number of | Exercise Price | | |
| Options | $ | Expiry date | |
| | |
| 650,000 | 0.50 | February 01, 2008 | |
| 150,000 | 0.50 | March 03, 2008 | |
| 100,000 | 0.50 | May 26, 2008 | |
| 525,000 | 0.70 | May 26, 2008 | |
| 100,000 | 0.35 | September 18, 2008 | |
| 650,000 | 0.37 | March 23, 2009 | |
| 200,000 | 0.40 | April 30, 2009 | |
| 825,000 | 0.45 | September 28, 2009 | |
| | |
| 3,200,000 | | | |
The fair value for 1,025,000 stock options granted totalled $240,056 in this period was estimated using the Black- Scholes option pricing model assuming no expected dividends and the following weighted average assumptions:
| Interest rate | 4.54% - 4.10% | | |
| Term of options | 2 Years | | |
| Volatility | 85% - 94% | | |
7. | SHARE PURCHASE WARRANTS |
At December 31, 2007, the following share purchase warrants were outstanding
| Number of | Exercise Price | | |
| Warrants | $ | Expiry date | |
| | |
| 3,750,000 | 0.70 | April 24, 2008 | |
| 500,000 | 0.70 | April 30, 2008 | |
| 671,428 | 0.45 | June 19, 2009 | |
| 3,899,500 | 0.50 | June 19, 2009 | |
| | |
| 8,820,928 | | | |
The Company recognized a share issuance cost for the fair value of agent’s warrants issued as finder’s fees in connection with private placements. The amount calculated is recorded as a share issuance cost with a corresponding credit to contributed surplus. The Company uses the Black-Scholes option pricing model to estimate fair values of warrants issued assuming no expected dividends and the following weighted average assumptions:
| Interest rate | 4.17% | | |
| Term of warrants | 1.50 Years | | |
| Volatility | 93% | | |
The weighted average fair value for the 149,500 agent warrants issued totaled $11,382 for the period (2007 –266,685).
13
LOGAN RESOURCES LTD. |
(An Exploration Stage Company) |
NOTES TO INTERIM FINANCIAL STATEMENTS |
NINE MONTH ENDED DECEMBER 31, 2007 |
|
(UNAUDITED – PREPARED BY MANAGEMENT) |
The following table summarizes the Company’s contributed surplus:
| | Amount | |
| | $ | |
| Balance, March 31, 2006 | 296,818 | |
| Fair value of stock options granted | 299,467 | |
| Fair value of agents warrants | 266,686 | |
| Fair value of stock options exercised, transferred to share capital | (54,416 | ) |
| Balance, March 31, 2007 | 808,555 | |
| Fair value of agents warrants | 11,382 | |
| Fair value of stock options granted | 240,056 | |
| Balance, December 31, 2007 | 1,059,993 | |
9. | RELATED PARTY TRANSACTIONS AND BALANCES |
| | | | December 31 | | December 31 |
| | | | 2007 | | 2006 |
| | | | - $- | | - $- |
| (a) | Transactions during period: | | | | |
| | Management fees paid to a company controlled by a Director | | 45,000 | | 45,000 |
| | Property supervision fees paid to a company controlled by a Director | | 45,000 | | 48,026 |
| | Rent paid to a company with common officers and directors | | 24,802 | | 20,625 |
| | | | 114,802 | | 113,651 |
| | The Company incurred certain charges from a company controlled by the | | | | |
| | President. These charges have been recorded as exploration expenses and | | | | |
| | general and administration expenses as follows: | | | | |
| | Amounts charged to mineral interests | | 664,856 | | - |
| | Amounts charged to general and administration expenses | | 83,705 | | - |
| | | | 748,561 | | - |
14
LOGAN RESOURCES LTD. |
(An Exploration Stage Company) |
NOTES TO INTERIM FINANCIAL STATEMENTS |
NINE MONTH ENDED DECEMBER 31, 2007 |
|
(UNAUDITED – PREPARED BY MANAGEMENT) |
9. | RELATED PARTY TRANSACTIONS AND BALANCES (Continued) |
| | | December 31, | | March 31, |
| | | 2007 | | 2007 |
| | | - $- | | - $- |
| Due to related parties: | | | | |
| Due to the President of the Company and is non-interest bearing, | | | | |
| unsecured and due on demand | | - | | 52,500 |
| Amounts due to a company with officers and directors in common which | | | | |
| represent accumulated costs for shared expenses. This amount is non- | | | | |
| interest bearing, unsecured and due on demand. (Subsequently Paid) | | 78,296 | | 754 |
| | | | | |
| Due to related parties: | | 78,296 | | 53,254 |
| | | | | |
| | | | | |
| Due from related parties: | | | | |
| Amounts advanced to newly formed Joint Venture: See (i) below. | | 41,092 | | - |
| Amounts due from a company, controlled by a director for charges | | | | |
| relating to: | | | | |
| | | | | |
| Mineral expenditures and general administration costs (Received) | | 18,912 | | 153,306 |
| Purchase of equipment | | - | | 150,033 |
| | | | | |
| Due from related parties: | | 60,004 | | 303,339 |
(i) | A newly formed joint venture, owned 50% by Logan and 50% by International KRL Resources Corp. was formed for use of geophysical equipment by the Company and International KRL Resources Corp. on their exploration projects. This new joint venture charges for the use of the equipment at standard rates. |
|
The above amounts are non-interest bearing, unsecured and payable on demand.
Finder’s fees were paid by the Company and another company, in the form of shares, to a relative of a director, in connection with the Turn River option agreement. On January 31, 2008 the Company issued 58,000 shares at fair value of $0.20 per share for a total fair value of $11,600.
Certain comparative figures have been reclassified to conform to the current presentation. Such reclassification is for presentation purpose only and has no effect on previously reported results.
15
| | |
| Logan Resources Ltd. | |
| | |
| Management Discussion and Analysis | |
| (MD&A) | |
| | |
| For the Nine Months Ended December 31, 2007 | |
| | |
| (Prepared by Management on February 22, 2008) | |
| | |
| (Un-audited) | |
INTRODUCTION
The following management discussion and analysis of the financial position of Logan Resources Ltd. (“Company”) and its 50% owned Joint Venture and results of operations should be read in conjunction with the interim unaudited financial statements and accompanying notes for the nine months ended December 31, 2007. The interim unaudited financial statements together with the following management discussion and analysis are intended to provide readers with a reasonable basis for assessing the financial performance of the Company as well as forward-looking statements relating to potential future performance. All statements, other than those of historical fact, included in this MD&A, including without limitation, statements regarding potential mineralization and reserves, exploration results and future plans and objectives of the Company, are forward-looking statements that invo lve various risks and uncertainties. There can be no assurance such statements will prove accurate and actual results and future events could differ materially from those anticipated in such statements.
Readers of this management discussion and analysis are also advised to read the Company’s audited financial statements for the year ended March 31, 2007.
DESCRIPTION OF BUSINESS
Logan Resources Ltd. was incorporated in the Province of British Columbia. The Company is engaged in the acquisition, exploration and development of mineral properties in British Columbia, Saskatchewan and the Yukon Territory. The Company is a reporting issuer in British Columbia and its shares trade on the TSX Venture Exchange under the symbol LGR.
At this time, the Company does not own any operating mines and has no operating income/sales from mineral production. Funding for operations is raised primarily through public and private share offerings. Future operations and the Company’s ability to meet mineral property option commitments are dependent on the Company’s ability to raise sufficient funding through share offerings or operations to support current and future expenditures. At December 31, 2007, the Company had working capital of $3,358,580.
Realization of the carrying value of mineral interests is dependent upon funding, the ability of the Company and third parties to bring mineral interests into profitable production, or recovery from sale.
The interim unaudited financial statements have been prepared on a going concern assumption which contemplates the Company will continue in operation and realize its assets and discharge its liabilities in the normal course of operations. Should the going concern assumption not continue to be appropriate, further adjustments to carrying values may be required.
FINANCIAL SUMMARY
During the nine-month period, the Company raised $3,235,000 from a private placement of 7,500,000 flow-through units at $0.40 per unit and 671,429 non flow-through units at $0.35 per unit. Pursuant to the mineral property option agreements, the Company issued 960,000 shares at fair values ranging from $0.22 to $0.34 per share for a total fair value of $277,500. A total of $2,992,855 was spent on mineral interest acquisition and exploration expenditures. In the period ending December 31, 2007, administration expenses amounted to $942,331 before interest received of $48,381. The administration expense includes stock based compensation of $240,056, which is a non cash expense. There was a net increase in cash during the period of $2,131,413.
RESULTS OF OPERATIONS
Net loss after income tax for the nine month period was $231,527 compared with $521,951 for the same period in the prior year, reflecting an overall improvement and decrease in loss of $290,424. Significant line item changes were as follows:
- A provision for income tax recoveries of $1,021,041 was made reducing the losses for the nine month period ending December 31, 2007
- Stock-based compensation increased by $94,041, as more stock options were issued as an incentive to improve performance
- Impairment of mineral property $427,138 was due to the termination of the May Creek and Englishman property options
- Amortization increased by $106,852 due to the amortization of geophysical equipment owned by the Company’s Joint Venture
A
2
SUMMARY OF QUARTERLY RESULTS
| December 31, 2007 | September 30, 2007 | June 30, 2007 | March 31, 2007 | December 31, 2006 | September 30, 2006 | June 30, 2006 | March 31, 2006 |
|
Net income (loss) | 718,097 | (768,756) | (180,868) | 71,512 | (91,279) | (231,111) | (199,561) | (106,085) |
|
Net income (loss) per share | 0.020 | (0.022) | (0.005) | 0.002 | (0.003) | (0.007) | (0.007) | (0.005) |
|
LIQUIDITY
On December 31, 2007 the Company had working capital of $3,358,580 which management considers sufficient to continue operations for the coming year. However, there are insufficient funds to meet all property commitments listed below, as they now stand. The Company will be seeking further funds, from private placement financings, to meet these commitments or may seek extensions to the exploration expenditure schedule. Also, in the longer term, in order to continue operations, and in particular, to fund ongoing expenditure commitments as set out in Note 4 of the notes to the financial statements, the Company will need to raise additional capital.
CAPITAL RESOURCES AND EXPLORATION EXPENDITURE COMMITMENTS
The Shell Creek, Heidi, Cheyenne, and Albert Creek properties are held under option agreements. Under these agreements the Company must make various cash and stock payments and incur exploration expenditures by various deadlines. Details of these requirements are listed in the notes to the unaudited interim financial statements.
At the date of this report, subsequent to December 31, 2007, all cash payments on the options mentioned above were up to date and all share payments have been made. All exploration expenditure commitments have also been met.
During the quarter, under the Shell Creek option, the final payment of 200,000 shares was issued. The Company now owns a 100% interest in the Shell Creek property subject to a 2% net smelter royalty (NSR). Under the Heidi option agreement all commitments were met subsequent to March 31, 2007. The Albert Creek, Antler Creek, Carswell and Redford properties have no further property acquisition expenditure requirements, beyond the standard assessment exploration, to remain in good standing.
OUTSTANDING SHARE CAPITAL
At December 31, 2007, the Company had the following number of securities outstanding:
Securities | Number | Exercise Price | Expiry Date | |
N/A | |
Common shares issued and outstanding | 43,980,791 | N/A |
Share purchase warrants | 8,820,928 | $0.45-$0.70 | 24 April, 2008 to 19 June, 2009 | |
|
Share purchase options | 3,200,000 | $0.35-$0.70 | 1 Feb, 2007 to 28 Sept 2009 | |
|
Fully diluted share Capital | 56,001,719 | N/A | N/A | |
RELATED PARTY TRANSACTIONS
For details of related party transactions, the reader is directed to Note 9 and comments included in the December 31, 2007 un-audited interim financial statements. Additional details are as follows:
Logan Resources Ltd. pays a company controlled by the President of the Company, Seamus Young, $5,000 per month supervision fee for the evaluation, acquisition, maintenance and exploration of Logan’s mineral properties plus a per diem for supervision time spent at the properties; and $5,000 per month management fees for general office administration services including financing, liaison with professionals, continuous disclosure and general office functions.
International KRL Resources Corp. is a resource exploration company that has four common directors with Logan, including the President of both companies, Seamus Young. Amounts owed by Logan of $78,296 represent amounts billed under a cost sharing
3
arrangement with the International KRL Resources Corp. for office space and administrative services. The Company paid this amount in full subsequent to December 31, 2007.
EXPLORATION EXPENDITURES
The Company spent a total of $2,992,855 on exploration and acquisition of mineral properties in the period ending December 31, 2007, net of option payments received for the Turn River project, tax credit recoverable for the Shell Creek and Antler Creek properties, and expenditures written off for an abandoned properties, the May Creek and Englishman.
The focus of the work in the current period was on the Company’s Heidi and Shell Creek mineral properties located in the Yukon where expenditures totaled $1,523,403 and $1,385,599, net of tax credit recoverable. Full details on exploration expenditures are disclosed in Note 4 accompanying the unaudited interim financial statements. See the mineral property update below, for further details of activities.
MINERAL INTERESTS UPDATE
ALBERT CREEK (British Columbia)
The Albert Creek property is located in the Laird Mining Division, in northern BC about 60 km west/southwest of Watson Lake, Yukon. The regional geology is favorable for two kinds of deposits- sedimentary exhalative (Sedex) Zn-Pb-Ag and Polymetalic manto Zn-Pb-Ag.
Earlier in 2007, the Company earned the remaining 25% interest in the Albert Creek property. To exercise this final stage of the property option agreement, the Company issued a further 360,000 shares to the Optioners. Logan now holds 100% interest in the Albert Creek property which has fifteen mineral claims subject to a 2% net smelter royalty (NSR). The Company has the right to acquire 50% of the NSR by paying $1,000,000.
The Albert Creek claims are in good standing until 2010 and Logan Resources Ltd. is seeking a joint venture partnership for the property.
ANTLER CREEK (British Columbia)
Logan has 100% interest in the Antler Creek project which is located in the historic Barkerville-Wells placer/lode camp in north central BC. The project consists of 49 claims covering 1,600 hectares along strike from International Wayside’s Bonanza Gold Ledge zone. Three creeks which transect the property have produced placer gold.
Logan Resources Ltd. is seeking a joint venture partnership for the Antler Creek property.
CHEYENNE (Yukon)
The Cheyenne Gold Project is 65 km east of Dawson City, 1.5 km east of the Dempster Highway, and 30 km west of Logan’s Heidi gold property in the Mayo Mining District, Yukon Territory. In December 2005 Logan entered into a property option agreement with Shawn Ryan, of Dawson City, Yukon, to acquire a 100% interest, subject to a 2% NSR, in the property. For details on the option agreement refer to Note 4 to financial statements. Logan staked 152 more claims around the initial property optioned from Ryan and the Cheyenne gold project now consists of 364 mineral claims covering 7,430 hectares.
Logan plans to continue evaluating the Cheyenne property.
REDFORD (British Columbia)
The Redford Property is located 22km northeast of Ucluelet on Vancouver Island. The property is comprised of 25 claims covering 10,800 acres. The Company completed six diamond drill holes in 2004 on a principal target. Additional drilling is recommended on this property to test for gold, silver, PGE, copper, and cobalt. Four types of mineralization are found on the property; gold in quartz veins, copper-cobalt hosted in skarn deposits, copper-platinum-palladium hosted in Karmutsen volcanics, gold hosted epithermal quartz veins associated with shear zones.
Logan Resources Ltd. is seeking a joint venture partnership for the Redford property.
4
SHELL CREEK (Yukon)
The Shell Creek property is located 75 kilometres northwest of Dawson City, in the Dawson Mining District, in west-central Yukon Territory. In January 2003 Logan entered into a property option agreement with Shawn Ryan, of Dawson City, Yukon, to acquire a 100% interest, subject to a 2% NSR, in the Shell Creek Project. For details on the option agreement refer to Note 4 to financial statements. The property comprised 628 mineral claims. During the last quarter, the Company staked an additional 28 claims. The Shell Creek property now comprises 656 claims.
Shell Creek’s Diamond Drill Program
During the nine month period ended December 31, 2007, the Company commenced its 2007 diamond drill program designed to test the property’s copper and gold targets. By the end of the season, the Company had drilled ten holes at Shell Creek. The drilling targeted five main areas; the older basaltic volcanic package, the sedimentary/volcanic contact, the sedimentary package, banded iron formation, and chloritic phyllite stratigraphy. No significant values were obtained from the drill holes, however Hole SCK 07- 06 intersected 0.17% copper over 0.2m from 18.5m to 18.7m in chalcocite mineralized chloritic phyllite.
The Company also conducted mapping, prospecting, geophysical and geochemical surveys on the Shell Creek property. Initial results of this year’s field work indicate the property has similarities to a redbed copper deposit model. The banded iron formation at Shell Creek (traced for 8 km along strike) may represent a concentrated redbed sedimentary sequence. This may have important implications for the size and grade of the copper mineralization at the Shell Creek property.
HEIDI (Yukon)
The Heidi Property is located approximately 95 km east-northeast of Dawson, Yukon and approximately 30 km east of the Dempster Highway. In April 2003 Logan entered into a property option agreement with Shawn Ryan, of Dawson City, Yukon, to acquire a 100% interest, subject to a 2% NSR, in the Heidi Project. For details on the option agreement refer to Note 4 of financial statements. The property comprises 54 mineral claims covering 1,000 hectares. Logan staked an additional 166 claims, the property now comprises 220 claims.
Heidi’s 2007 Diamond Drilling Program
In May, 2007, the Company started its 2007 diamond drill program designed to test coincident induced polarization, magnetic, and gold geochemical anomalies identified in 2005. Logan completed 19 diamond drill holes on the Heidi property totaling 2,685.88 meters (8,812 feet).
Results of Heidi’s 2007 Diamond Drilling Program
Assay results for this diamond drill program showed the drill program intersected gold mineralization in 14 of the 19 holes drilled. The mineralization is stratabound gold-bearing pyrite-arsenopyrite replacement zones in carbonate rich horizons and related quartz- sulphide breccia veins within the sedimentary stratigraphy.
Gold assay results from nine of the more significant 2007 drill intersections:
HOLE NO. | FROM (M) | TO (M) | WIDTH (M) | Au g/t |
HDI-07-06 | 81 | 83 | 2 | 1.02 |
and | 85 | 86 | 1 | 0.99 |
HDI-07-07 | 119 | 122 | 3 | 1.51 |
HDI-07-09 | 68 | 69 | 1 | 0.95 |
HDI-07-10 | 169.47 | 170.38 | 0.91 | 1.10 |
HDI-07-11 | 56.4 | 57.3 | 0.9 | 1.24 |
and | 195 | 197 | 2 | 0.60 |
and | 243 | 244 | 1 | 1.40 |
HDI-07-13 | 142 | 143 | 1 | 1.09 |
HDI-07-14 | 38 | 42 | 4 | 0.68 |
HDI-07-16 | 104 | 105 | 1 | 1.23 |
and | 167 | 168 | 1 | 1.39 |
HDI-07-17 | 90 | 92 | 2 | 0.67 |
5
Eco Tech Laboratories Ltd. of Kamloops, B.C. analyzed the samples by ICP; gold was determined by fire assay. Normal QA/QC procedures were followed with assays of duplicates, standards and blanks. Eco Tech is an ISO 9001 accredited laboratory. Check assays were also conducted by Acme Analytical Laboratories Ltd., an ISO 9001 Accredited Co.
The gold mineralization intersected were narrow zones in the northern portion of the buried intrusion associated with stratabound silica alteration zones within the sedimentary country rocks above the intrusion.
Heidi’s 2007 Airborne Geophysical Survey
During the quarter the Company completed an airborne geophysical survey over the Heidi property. Airborne magnetic and radiometric survey was flown over a total of 920 line km on the property between August 6 and August 27, 2007.
Interpretation of Heidi’s Airborne Magnetic and Radiometrics Survey
The interpretation of the airborne magnetic and radiometric surveys outlined a buried intrusion 6 km in diameter. The intrusion appears to belong to the Cretaceous aged Tombstone Suite as evidenced by the composition of the high level dykes and/or sills mapped on surface. The northern and southern portions of the intrusion lie approximately 150 m below surface, generally just beyond the depth drilled and tested by the 2007 drill holes. Across the northern portion of the buried intrusion a variable higher grade magnetic signature extends across a 1.5 km zone and appears to reflect sulphide feeder zones associated with an underlying offshoot of the intrusion or dykes. Pyrrhotite has been identified within the sulphide zones on the property.
CARSWELL DOME (Saskatchewan)
In 2005, the Company staked 2 claims on the Carswell Dome Formation, Athabasca Basin, Saskatchewan, covering an area of 7,552 hectares (18,661 acres). The Company optioned the property to ESO Uranium Corp. (formerly Essendon Solutions Inc.). Pursuant to the agreement dated March 15, 2005, the Company granted ESO Uranium Corp. (ESO) the option to earn 50% interest in uranium mineral claims. Refer to Note 4 of the financial statements for details on this option agreement.
Logan continues to negotiate terms of a joint venture with ESO.
TURN RIVER (Yukon)
In March 2007, the Company and International KRL Resources Corp. jointly acquired the Turn River Project by staking. The property is located in the Cassiar Plateau, approximately 95 km northeast of Whitehorse in the Yukon Territory and has potential for uranium. The two companies initially staked 2,220 claims, covering approximately 46,900 hectares. Each company has a 50% interest in the property.
Last quarter, the Company and International KRL Resources Corp. staked an additional 1,307 claims prospective for nickel. The massive uranium and nickel project now consists of 3,527 claims over twelve independent blocks covering approximately 74,287 hectares (183,567 acres).
Logan and International KRL Resources Corp. Optioned The Turn River Project To Longview Capital Partners
During the quarter, Logan and International KRL signed an agreement with Longview Capital Partners Incorporated granting Longview Capital Partners the option to earn a 50% interest in the Turn River project for CDN$15 million in staged exploration expenditures over five years.
Longview Capital Partners has assigned its option to It’s Your Nickel Exploration Ltd., a private company partially owned by Longview Capital. If, as currently planned, It’s Your Nickel Exploration spends $2 million in year 1, $2 million in year 2, $3 million in year 3 and $4 million in years 4 and 5 for a total of $15 million, then It’s Your Nickel Exploration will own 50% of the Turn River Project and both International KRL Resources and Logan Resources would own 25% respectively.
ENGLISHMAN PROPERTY
In April 2007, Logan entered into an option agreement with 37999 Yukon Inc. of Whitehorse, Yukon Territory whereby the Company was granted an option to earn a 100% interest, subject to a 2% NSR, in the Englishman property, a uranium mineral exploration property. The property consists of 16 mineral claims covering 826 acres (334.5 hectares). It is located in the Watson Lake Mining
6
District of the Yukon Territory, 160 km east of Whitehorse and 60 km northeast of Teslin (Refer to Note 4 to financial statement for details on the property option agreement).
Englishman’s 2007 Airborne Geophysical Survey
During the period the Company completed an airborne geophysical survey over the Englishman property. Airborne magnetic and radiometric survey was flown over a total of 79 line km on the property on September 6, 2007. The geophysical survey results not encouraging as a result the Company terminated the option agreement and all the related expenditures were written off.
7
FINANCIAL REPORTING UPDATE
Effective March 2006, all reporting issuers in Canada are subject to new disclosure requirements as per Multilateral Instrument 52-109 (“MI 52-109”). As a result of MI 52-109 the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have to certify that they have designed internal controls over financial reporting to provide reasonable assurance over the reliability of financial reporting and the preparation of external financial statements in compliance with GAAP. In addition, they are subject to a second certification that they have ensured disclosure of changes in internal control that has had or may have a material effect on the Company’s internal control.
DISCLOSURE CONTROLS AND PROCEDURES
The Company has disclosure controls and procedures to ensure that information required to be disclosed by the Company is assembled and communicated to management. The Company’s CEO and CFO have concluded, based on their evaluation at August 31, 2007, that disclosure controls and procedures are effective to provide reasonable assurance that material information related to the Company is made known to them by others within the entity, except as noted below. The CEO and CFO certified that the Company’s disclosure controls and procedures are effective to provide a reasonable level of assurance; however they are not able to conclude that the disclosure controls and procedures are capable to prevent all frauds and errors. Regardless of how well conceived or managed, a control system is incapable of providing absolute assurance to prevent all errors and fraud, as only reasonable assurances that objectives of a control system can be obtained.
INTERNAL CONTROLS OVER FINANCIAL REPORTING
The CEO and CFO of the Company are responsible for designing internal controls over financial reporting or causing them to be designed under their supervision in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP. Management has assessed the design of the Company’s internal control over financial reporting at December 31, 2007 and has certified that the controls over financial reporting are effective.
In designing the internal controls Management has identified a material weakness outlined below:
1.
Due to the limited number of staff, it is not feasible to attain segregation of incompatible duties.
The weakness in the Company’s internal controls over financial reporting allow for a greater likelihood that a material misstatement would not be prevented or detected. Management and the Board of Directors mitigate the risk of material misstatement in financial reporting by performing a detail review of monthly operational and financial reports. It is not possible to provide absolute assurance that this risk can be eliminated.
RISKS AND UNCERTAINTIES
The Company’s financial success will, for the most part be dependent upon the discovery or acquisition of mineral resources and mineral reserves, and the economic viability of developing its properties. The market price for minerals and/or metals is volatile and cannot be controlled. There is no assurance that the Company’s mineral exploration activities will be successful. The exploration of mineral resources and mineral reserves involves many risks which even a combination of experience, knowledge and careful evaluation may not be able to overcome. The Company has no source of financing other than those identified in the previous sections.
DISCLAIMER
The information provided in this document is not intended to be a comprehensive review of all matters concerning the Company. The users of this information, including but not limited to investors and prospective investors, should read it in conjunction with all other disclosure documents provided including but not limited to all documents filed on SEDAR(www.SEDAR.com). No securities commission or regulatory authority has reviewed the accuracy or adequacy of the information presented herein.
FORWARD LOOKING STATEMENTS
This MD&A contains forward-looking statements including but not limited to comments regarding the timing and content of upcoming operation and exploration plans and business development plans. Forward-looking statements address future events and
8
conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. Forward looking statements are usually identified by our use of certain terminology, including “will”, “believes”, “may”, “expects”, “should”, “seeks”, “anticipates” or “intends” or by discussions of strategy or intentions.
Forward looking statements used in this discussion are subject to various risks and uncertainties, most of which are difficult to predict and generally beyond the control of the Company. If risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected, estimated or projected. Forward looking statements in this document are not a prediction of future events or circumstances, and those future events or circumstances may not occur. Given these uncertainties, users of the information included herein, including investors and prospective investors are cautioned not to place undue reliance on such forward-looking statements.
ADDITIONAL INFORMATION
Additional information relating to the Company’s operations and activities can be found by visiting the Company’s website at www.loganresources.ca and by accessing the Company’s news releases and filings on the SEDAR website:www.sedar.com and SEC website:www.sec.gov
9
LOGAN RESOURCES LTD. |
Suite 1640 - 1066 WEST HASTINGS STREET |
VANCOUVER |
BRITISH COLUMBIA |
V6E 3X1 |
TEL: (604) 689-0299 |
FAX: (604) 689-0288 |
TOLL FREE- CANADA: 1(877) 689-6130 |
TOLL FREE- USA: 1(800) 665-3772 |
CORPORATE INFORMATION
1. DIRECTORS
Seamus Young, Vancouver, British Columbia
Peter F. Cummings, Delta, British Columbia
Judith T. Mazvihwa, Vancouver, British Columbia
F. Charles Vickers, Jr., Dallas, Texas
Clifford H. Frame, Toronto, Ontario
2. OFFICERS
Seamus Young, President and CEO
Judith T. Mazvihwa, CFO
3. REGISTERED OFFICE AND LEGAL COUNSEL
Miller Thomson LLP
Robson Court
1000-840 Howe Street
Vancouver, BC
V6Z 2M1
4. AUDITORS
Manning Elliott, LLP Chartered Accountants
11th Floor
1050 West Pender Street
Vancouver, BC
V6E 3S7
5. TRADE SYMBOL
LGR-V TSX-Venture
LGREF- PK (USA)
10
Form 52-109F2
CERTIFICATION OF INTERIM FILINGS
I, Seamus Young, President and Chief Executive Officer of Logan Resources Ltd., certify that:
1. | I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Logan |
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| Resources Ltd. (the issuer) for the period ending December 31, 2007; |
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2. | Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings; |
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3. | Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the Issuer, as of the date and for the periods presented in the interim filings; |
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4. | The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have: |
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| (a) | designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; |
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| (b) | designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and |
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5. | I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting. |
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Date: February 27, 2008 |
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__”Seamus Young”______ |
Seamus Young |
President and Chief Executive Officer |
Form 52-109F2
CERTIFICATION OF INTERIM FILINGS
I, Judith T. Mazvihwa, Chief Financial Officer of Logan Resources Ltd., certify that:
1. | I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Logan Resources Ltd. (the issuer) for the period ending December 31, 2007; |
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2. | Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings; |
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3. | Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the Issuer, as of the date and for the periods presented in the interim filings; |
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4. | The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have: |
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| (a) | designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; |
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| (b) | designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and |
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5. | I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting. |
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Date: February 27, 2008 |
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__”Judith T. Mazvihwa”______ |
Judith T. Mazvihwa |
Chief Financial Officer |