NOTICE TO
SHAREHOLDERS
FOR THE THREE MONTHS ENDED
AUGUST 31, 2006
GRANDVIEW GOLD INC.
(An Exploration Stage Company)
Responsibility for Financial Statements
The accompanying unaudited financial statements for Grandview Gold Inc. have been prepared by management in accordance with Canadian generally accepted accounting principles consistently applied. The most significant of these accounting principles have been set out in the May 31, 2006 audited financial statements. Only changes in accounting information have been disclosed in these unaudited financial statements. These unaudited statements are presented on the accrual basis of accounting. Accordingly, a precise determination of many assets and liabilities is dependent upon future events. Therefore, estimates and approximations have been made using careful judgment. Recognizing that the Company is responsible for both the integrity and objectivity of the financial statements, management is satisfied that these unaudited financial statements have been fairly presented.
Auditors' involvement
The auditors of Grandview Gold Inc. have not performed a review of the unaudited financial statements for the three months ended August 31, 2006 and August 31, 2005.
Grandview Gold Inc. |
(An Exploration Stage Company) |
(Unaudited) |
Balance Sheets |
| | August 31, | | | May 31, | |
| | 2006 | | | 2006 | |
| | | | | | |
Assets | | | | | | |
| | | | | | |
Current assets | | | | | | |
Cash | $ | 2,343,105 | | $ | 3,802,800 | |
Marketable securities (Note 2) | | 9,766 | | | 9,766 | |
GST receivable | | 150,113 | | | 130,297 | |
Prepaid expenses | | 193,937 | | | 20,637 | |
Exploration advances, net | | 90,000 | | | 271,977 | |
| | | | | | |
| | 2,786,921 | | | 4,235,477 | |
Mining interests | | 4,424,092 | | | 3,415,766 | |
| | | | | | |
| $ | 7,211,013 | | $ | 7,651,243 | |
| | | | | | |
| | | | | | |
Liabilities | | | | | | |
| | | | | | |
Current liabilities | | | | | | |
Accounts payable and accrued liabilities | $ | 323,909 | | $ | 421,502 | |
| | | | | | |
Shareholders' Equity | | | | | | |
| | | | | | |
Share capital (Note 3(b)) | | 9,543,301 | | | 9,543,301 | |
Warrants (Note 3(c)) | | 1,800,239 | | | 2,086,995 | |
Contributed surplus (Note 3(e)) | | 2,406,020 | | | 1,547,701 | |
Deficit | | (6,862,456 | ) | | (5,948,256 | ) |
| | | | | | |
| | 6,887,104 | | | 7,229,741 | |
| | | | | | |
| $ | 7,211,013 | | $ | 7,651,243 | |
Nature of operations and going concern assumption (Note 1).
The notes to financial statements are an integral part of these statements.
- 2 -
Grandview Gold Inc. |
(An Exploration Stage Company) |
(Unaudited) |
Statements of Operations and Deficit |
| | | | | | | | Cumulative | |
| | | | | | | | from date of | |
| | | | | | | | inception of the | |
| | Three Months Ended | | | exploration | |
| | August 31, | | | August 31, | | | stage | |
| | 2006 | | | 2005 | | | (March 26, 2004) | |
| | | | | | | | | |
Expenses | | | | | | | | | |
Stock-option compensation (Note 3(d)) | $ | 571,563 | | $ | 121,291 | | $ | 1,920,876 | |
Investor relations, business development | | | | | | | | | |
and reporting issuer maintenance costs | | 68,994 | | | 31,090 | | | 652,765 | |
Professional fees | | 183,346 | | | 24,539 | | | 599,517 | |
Management services | | 72,769 | | | 48,038 | | | 540,835 | |
Office and administration | | 32,323 | | | 30,947 | | | 309,638 | |
Write-down of marketable securities | | - | | | - | | | 15,234 | |
Bad debt | | - | | | - | | | 1,235 | |
| | | | | | | | | |
Loss before the undernoted | | (928,995 | ) | | (255,905 | ) | | (4,040,100 | ) |
Interest income | | 14,795 | | | - | | | 14,795 | |
Forgiveness of debt | | - | | | - | | | 35,667 | |
Failed merger costs | | - | | | - | | | (170,000 | ) |
| | | | | | | | | |
Loss before income taxes | | (914,200 | ) | | (255,905 | ) | | (4,159,638 | ) |
Future income tax recovery | | - | | | - | | | (731,430 | ) |
| | | | | | | | | |
Net loss for the period | | (914,200 | ) | | (255,905 | ) | | (3,428,208 | ) |
Deficit, beginning of period | | (5,948,256 | ) | | (4,945,040 | ) | | (3,434,248 | ) |
| | | | | | | | | |
Deficit, end of period | $ | (6,862,456 | ) | $ | (5,200,945 | ) | $ | (6,862,456 | ) |
| | | | | | | | | |
Basic and diluted loss per share(Note 3(f)) | $ | (0.05 | ) | $ | (0.02 | ) | | | |
The notes to financial statements are an integral part of these statements.
- 3 -
Grandview Gold Inc. |
(An Exploration Stage Company) |
(Unaudited) |
Statements of Cash Flows |
| | | | | | | | Cumulative | |
| | | | | | | | from date of | |
| | | | | | | | inception of the | |
| | Three Months Ended | | | exploration | |
| | August 31, | | | August 31, | | | stage | |
| | 2006 | | | 2005 | | | (March 26, 2004) | |
| | | | | | | | | |
Operating activities | | | | | | | | | |
Net loss for the period | $ | (914,200 | ) | $ | (255,905 | ) | $ | (3,428,208 | ) |
Items not involving cash: | | | | | | | | | |
Write-down of marketable securities | | - | | | - | | | 15,234 | |
Forgiveness of debt | | - | | | - | | | (35,667 | ) |
Future income tax recovery | | - | | | - | | | (731,430 | ) |
Write-off of bad debts | | - | | | - | | | 1,235 | |
Stock-based compensation (Note 3(d)) | | 571,563 | | | 121,291 | | | 1,920,876 | |
Change in non-cash operating working capital | | | | | | | | | |
GST receivable | | (19,816 | ) | | (19,327 | ) | | (149,623 | ) |
Prepaid expenses | | (173,300 | ) | | - | | | (193,937 | ) |
Accounts payable and accrued liabilities | | (97,593 | ) | | 19,174 | | | 330,078 | |
| | | | | | | | | |
Cash flows used in operating activities | | (633,346 | ) | | (134,767 | ) | | (2,271,442 | ) |
| | | | | | | | | |
Financing activities | | | | | | | | | |
Loans from related parties | | - | | | - | | | (28,594 | ) |
Proceeds from loan | | - | | | 195,000 | | | 175,000 | |
Repayment of loan | | - | | | - | | | (75,000 | ) |
Share/warrant issuance | | - | | | 2,523,880 | | | 9,596,351 | |
Cost of issuance | | - | | | (212,522 | ) | | (990,456 | ) |
| | | | | | | | | |
Cash flows provided by financing activities | | - | | | 2,506,358 | | | 8,677,301 | |
| | | | | | | | | |
Investing activities | | | | | | | | | |
Expenditures on mining interests | | (1,008,326 | ) | | (229,653 | ) | | (3,972,755 | ) |
Exploration advances | | 181,977 | | | - | | | (90,000 | ) |
| | | | | | | | | |
Cash flows used in investing activities | | (826,349 | ) | | (229,653 | ) | | (4,062,755 | ) |
| | | | | | | | | |
Change in cash during the period | | (1,459,695 | ) | | 2,141,938 | | | 2,343,104 | |
Cash, beginning of period | | 3,802,800 | | | 244,067 | | | 1 | |
| | | | | | | | | |
Cash, end of period | $ | 2,343,105 | | $ | 2,386,005 | | $ | 2,343,105 | |
The notes to financial statements are an integral part of these statements.
- 4 -
Grandview Gold Inc. |
(An Exploration Stage Company) |
(Unaudited) |
Statements of Mineral Properties |
| | | | | | | | Cumulative | |
| | | | | | | | from date of | |
| | | | | | | | inception of the | |
| | Three months ended | | | exploration | |
| | August 31, | | | August 31 | | | stage | |
| | 2006 | | | 2005 | | | (March 26, 2004) | |
| | | | | | | | | |
Pony Creek Carlin Trend Project, | | | | | | | | | |
Nevada, USA (1) | | | | | | | | | |
Balance, beginning of period | $ | 1,881,582 | | $ | 411,874 | | $ | - | |
| | | | | | | | | |
Drilling, assays and related field work | | 691,325 | | | 52,395 | | | 1,990,912 | |
Project administration and general | | 42,909 | | | - | | | 51,930 | |
Property acquisition and holding costs | | 135,758 | | | 118,504 | | | 708,732 | |
| | | | | | | | | |
Total expenditures during the period | | 869,992 | | | 170,899 | | | 2,751,574 | |
| | | | | | | | | |
Balance, end of period | | 2,751,574 | | | 582,773 | | | 2,751,574 | |
| | | | | | | | | |
Red Lake Gold Camp, Ontario, Canada (1) | | | | | | | |
Balance, beginning of period | | 1,074,803 | | | 5,562 | | | - | |
| | | | | | | | | |
Drilling, assays and related field work | | 69,858 | | | - | | | 802,681 | |
Property acquisition and holding costs | | 26,250 | | | - | | | 368,230 | |
| | | | | | | | | |
Total expenditures during the period | | 96,108 | | | - | | | 1,170,911 | |
| | | | | | | | | |
Balance, end of period | | 1,170,911 | | | 5,562 | | | 1,170,911 | |
| | | | | | | | | |
Rice Lake Gold Camp, Manitoba, | | | | | | | | | |
Canada (1) | | | | | | | | | |
Balance, beginning of period | | 459,381 | | | 241,800 | | | - | |
| | | | | | | | | |
Drilling, assays and related field work | | 38,072 | | | 8,754 | | | 193,844 | |
Property acquisition and holding costs | | 4,154 | | | 50,000 | | | 307,763 | |
| | | | | | | | | |
Total expenditures during the period | | 42,226 | | | 58,754 | | | 501,607 | |
| | | | | | | | | |
Balance, end of period | | 501,607 | | | 300,554 | | | 501,607 | |
| | | | | | | | | |
| $ | 4,424,092 | | $ | 888,889 | | $ | 4,424,092 | |
(1) For a description of these properties, refer to Note 5 of the audited financial statements as at May 31, 2006.
The notes to financial statements are an integral part of these statements.
- 5 -
Grandview Gold Inc. |
(An Exploration Stage Company) |
Notes to Financial Statements (Unaudited) |
Three Months Ended August 31, 2006 |
|
1. | Nature of business, going concern assumption and accounting policies |
Grandview Gold Inc. (the "Company") is a gold exploration company focused on exploring and developing gold properties in gold camps of North America.
The Company was incorporated under the laws of the Province of Ontario. The Company was previously in the business of investing in significant equity interests in high-technology companies. As at March 26, 2004, the Company changed its direction to a gold exploration company. To date, the Company has not earned significant revenues from gold exploration and is considered to be in the exploration stage. As such, the Company will be applying Accounting Guideline 11 "Enterprises in the Development Stage" from March 26, 2004 onwards.
These statements are prepared using Canadian generally accepted accounting principles that are applicable to a going concern, which assumes the Company will be able to continue to operate throughout the next twelve months subsequent to August 31, 2006. The use of these principles may be inappropriate since there is significant doubt about the Company's ability to continue as a going concern. Significant doubt exists because the Company has no recurring source of revenue and the Company has a history of losses. The future of the Company is currently dependent upon its ability to obtain sufficient cash from external financing and related parties in order to pay its liabilities as they become due.
If the going-concern basis was not appropriate, material adjustments may be necessary in the carrying amounts and/or classifications of assets and liabilities and the loss reported in these financial statements.
The unaudited financial statements have been prepared in accordance with Canadian generally accepted accounting principles ("GAAP") for interim financial information. Accordingly, they do not include all of the information and notes to the financial statements required by Canadian generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended August 31, 2006 may not necessarily be indicative of the results that may be expected for the year ending May 31, 2007.
The balance sheet at May 31, 2006 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by Canadian generally accepted accounting principles for annual financial statements. The interim financial statements have been prepared by management in accordance with the accounting policies described in the Company's annual financial statements for the year ended May 31, 2006. For further information, refer to the financial statements and notes thereto included in the Company's annual financial statements for the year ended May 31, 2006.
New accounting pronouncement
In January 2005, the Canadian Institute of Chartered Accountants issued four new accounting standards: Handbook Section 1530, Comprehensive Income, Handbook Section 3251, Equity, Handbook Section 3855, Financial Instruments – Recognition and Measurement and Handbook Section 3865, Hedges. These standards are effective for interim and annual financial statements for the Company's fiscal and interim periods beginning October 1, 2006.
- 6 -
Grandview Gold Inc. |
(An Exploration Stage Company) |
Notes to Financial Statements (Unaudited) |
Three Months Ended August 31, 2006 |
|
Marketable securities consists of:
| | August 31, | | | May 31, | |
| | 2006 | | | 2006 | |
| | | | | | |
Navitrak International Corporation | | | | | | |
Common shares (at cost) | $ | 325,305 | | $ | 325,305 | |
Less provision for write down to market | | (315,539 | ) | | (315,539 | ) |
| | | | | | |
Carrying value | $ | 9,766 | | $ | 9,766 | |
Navitrak International Corporation is a reporting issuer. As at August 31, 2006, the Company owned 488,300 (2005 -488,300) common shares. The trading activity and market volume of the marketable securities is limited.
3. | Share capital |
| |
(a) | Authorized |
| Unlimited number of common shares |
(b) | Issued |
| |
| | Number | | | | |
| | of | | | | |
| | shares | | | Amount | |
| | | | | | |
Balance, May 31, 2004 and May 31, 2003 | | 3,270,998 | | $ | 3,378,444 | |
Stock split (3 for 1) | | 6,541,996 | | | - | |
Private placement | | 120,000 | | | 120,000 | |
Private placement | | 150,000 | | | 150,000 | |
Mineral property acquisition | | 400,000 | | | 4,000 | |
Private placement | | 175,000 | | | 175,000 | |
Private placement | | 1,005,000 | | | 1,005,000 | |
Warrant valuation | | - | | | (138,188 | ) |
Mineral property acquisition | | 118,500 | | | 159,975 | |
Mineral property acquisition | | 70,000 | | | 86,800 | |
Cost of issue - warrant valuation | | - | | | (35,200 | ) |
Cost of issue - cash laid out | | - | | | (124,081 | ) |
| | | | | | |
Balance, May 31, 2005 | | 11,851,494 | | $ | 4,781,750 | |
- 7 -
Grandview Gold Inc. |
(An Exploration Stage Company) |
Notes to Financial Statements (Unaudited) |
Three Months Ended August 31, 2006 |
|
3. | Share capital (Continued) |
| |
(b) | Issued (Continued) |
| | Number | | | | |
| | of | | | | |
| | shares | | | Amount | |
| | | | | | |
Balance, May 31, 2005(Carryforward from previous page) | | 11,851,494 | | $ | 4,781,750 | |
Private placement | | 2,019,104 | | | 2,523,880 | |
Debt conversation | | 80,000 | | | 100,000 | |
Warrant valuation | | - | | | (178,023 | ) |
Private placement | | 590,320 | | | 737,900 | |
Warrant valuation | | - | | | (111,498 | ) |
Shares issued for a finders' fee | | 160,000 | | | 200,000 | |
Private placement | | 400,000 | | | 500,000 | |
Private placement | | 3,985,974 | | | 4,384,571 | |
Warrant valuation | | - | | | (1,335,301 | ) |
Cost of issue - broker warrant valuation | | - | | | (462,173 | ) |
Cost of issue - cash laid out | | - | | | (866,375 | ) |
Flow-through cost of issue | | - | | | (731,430 | ) |
| | | | | | |
Balance, May 31, 2006 and August 31, 2006 | | 19,086,892 | | $ | 9,543,301 | |
(c) | Warrants |
| |
The following is a continuity of warrants for the period ended August 31, 2006: |
| | Number | | | Average | |
| | of | | | Exercise | |
| | Warrants | | | Price | |
| | | | | | |
Balance, May 31, 2006 | | 3,435,238 | | $ | 1.63 | |
Expired/cancelled | | (659,462 | ) | | (1.59 | ) |
| | | | | | |
Balance, August 31, 2006 | | 2,775,776 | | $ | 1.64 | |
The following are the warrants outstanding as at August 31, 2006:
| Number | | | Black- | | | | | | | |
| of | | | Scholes | | | Exercise | | | Expiry | |
| Warrants | | | Value | | | Price | | | Date | |
| | | | | | | | | | | |
| 285,160 | | $ | 111,498 | | $ | 1.75 | | | September 15, 2006 | |
| 59,032 | | | 30,342 | | | 1.25 | | (1 )(a) | September 15, 2006 | |
| 40,000 | | | 21,360 | | | 1.25 | | (1 )(b) | October 19, 2006 | |
| 1,992,987 | | | 1,335,301 | | | 1.75 | | | March 27, 2009 | |
| 398,597 | | | 301,738 | | | 1.10 | | | March 27, 2009 | |
| | | | | | | | | | | |
| 2,775,776 | | $ | 1,800,239 | | | | | | | |
- 8 -
Grandview Gold Inc. |
(An Exploration Stage Company) |
Notes to Financial Statements (Unaudited) |
Three Months Ended August 31, 2006 |
3. | Share capital (Continued) |
| |
(c) | Warrants (Continued) |
| |
(1) | If these securities are exercised, the Company will issue the following warrants: |
| | Number | | | | | | | |
| | of | | | Exercise | | | Expiry | |
| | Warrants | | | Price | | | Date | |
| | | | | | | | | |
(1)(a) | | 29,516 | | $ | 1.75 | | | September 15, 2006 | |
(1)(b) | | 20,000 | | | 1.75 | | | October 19, 2006 | |
| | | | | | | | | |
| | 49,516 | | | | | | | |
(d) | Stock options |
| |
The following is a continuity of stock options for the period ended August 31, 2006: |
| | | | | Weighted | |
| | Number | | | Average | |
| | of | | | Exercise | |
| | Stock Options | | | Price | |
| | | | | | |
Balance, May 31, 2006 | | 2,225,000 | | $ | 1.28 | |
Granted | | 750,000 | | | 1.10 | |
Cancelled | | (375,000 | ) | | (1.00 | ) |
| | | | | | |
Balance, August 31, 2006 | | 2,600,000 | | $ | 1.26 | |
The following are the stock options outstanding at August 31, 2006:
| Number | | Black- | | | | | | | |
| of | | Scholes | | | Exercise | | | Expiry | |
| Stock options | | Value | | | Price | | | Date | |
| | | | | | | | | | |
| 675,000 | $ | 514,350 | | $ | 1.00 | | | October 1, 2009 | |
| 75,000 | | 62,850 | | | 1.10 | | | December 20, 2009 | |
| 150,000 | | 97,050 | | | 1.25 | | | August 29, 2010 | |
| 50,000 | | 19,950 | | | 1.25 | | | January 6, 2008 | |
| 300,000 | | 234,300 | | | 1.25 | | | January 6, 2011 | |
| 600,000 | | 723,000 | | | 1.80 | | | April 3, 2011 | |
| 500,000 | | 255,500 | | | 1.10 | | | January 11, 2008 | |
| 150,000 | | 60,750 | | | 1.10 | | | July 11, 2007 | |
| 100,000 | | 44,000 | | | 1.10 | | | May 31, 2008 | |
| | | | | | | | | | |
| 2,600,000 | $ | 2,011,750 | | | | | | | |
- 9 -
Grandview Gold Inc. |
(An Exploration Stage Company) |
Notes to Financial Statements (Unaudited) |
Three Months Ended August 31, 2006 |
3. | Share capital (Continued) |
| |
(d) | Stock options (Continued) |
The stock options have been expensed as follows:
| | | | | Balance | | | | | | Expensed | | | | | | Balance | |
| | Number | | | at | | | | | | at | | | Remainder | | | at | |
| | of | | | May 31, | | | | | | August 31, | | | to be | | | August 31, | |
| | stock options | | | 2006 | | | Cancelled | | | 2006 | | | expensed | | | 2006 | |
| | | | | | | | | | | | | | | | | | |
(1)(5) | | 675,000 | | $ | 800,100 | | $ | (285,750 | ) | $ | - | | $ | - | | $ | 514,350 | |
(1) | | 75,000 | | | 62,850 | | | - | | | - | | | - | | | 62,850 | |
(1) | | 150,000 | | | 97,050 | | | - | | | - | | | - | | | 97,050 | |
(1) | | 50,000 | | | 11,638 | | | - | | | 4,988 | | | 3,324 | | | 19,950 | |
(1) | | 300,000 | | | 136,675 | | | - | | | 58,575 | | | 39,050 | | | 234,300 | |
(1) | | 600,000 | | | 241,000 | | | - | | | 180,750 | | | 301,250 | | | 723,000 | |
(2) | | 500,000 | | | - | | | - | | | 255,500 | | | - | | | 255,500 | |
(3)(4) | | 150,000 | | | - | | | - | | | 60,750 | | | - | | | 60,750 | |
(6) | | 100,000 | | | - | | | - | | | 11,000 | | | 33,000 | | | 44,000 | |
| | | | | | | | | | | | | | | | | | |
| | 2,600,000 | | $ | 1,349,313 | | $ | (285,750 | ) | $ | 571,563 | | $ | 376,624 | | $ | 2,011,750 | |
(1) The values assigned were estimated using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%; expected volatility - 103.23% to 167.25%; risk-free interest rates - 3.44% to 4.15% and an expected average life of 2 to 5 years.
(2) On July 11, 2006, the Company retained Connect Capital Limited ("CCL") and Connect Corporate Communications Inc. ("CCCI" and collectively the "Connect Group") to assist with investor and public relation services on behalf the Company. CCL and CCCI will each receive a monthly retainer of US $10,000 for an 18-month term subject to termination by the Company with 30 days written notice. The Company issued as compensation to CCL an option to purchase 500,000 common shares at an exercise price of $1.10 per share for the term of the agreement. The estimated fair market value under the Black-Scholes option pricing model was $255,500. The following assumptions were used to estimate this amount: expected dividend yield - 0%; expected volatility - - 96.86%; risk-free interest rate -4.26%; and an expected average life of 18 months.
(3) On July 11, 2006, the Company also retained the services of Mr. Ted Markovitz as a capital markets consultant. Under the terms of this agreement, Mr. Markovitz received an option to purchase 100,000 common shares at an exercise price of $1.10 per common share. The estimated fair market value under the Black-Scholes option pricing model was $40,500. The following assumptions were used to estimate this amount: expected dividend yield - 0%; expected volatility - 92.11%; risk-free interest rate - 4.15%; and an expected average life of 12 months.
(4) On July 11, 2006, the Company issued 50,000 options at an exercise price of $1.10 for a period of 12 months to a consultant. The estimated fair market value under the Black-Scholes option pricing model was $20,250. The following assumptions were used to estimate this amount: expected dividend yield - - 0%; expected volatility - 92.11%; risk-free interest rate - 4.15%; and an expected average life of 12 months.
(5) 375,000 stock options were cancelled during the period.
(6) On June 1, 2006, the Company issued 100,000 options at an exercise price of $1.10 for a period of 24 months to a consultant. The estimated fair market value under the Black-Scholes option pricing model was $44,000. The following assumptions were used to estimate this amount: expected dividend yield - - 0%; expected volatility - 97.41%; risk-free interest rate - 4.15%; and an expected average life of 18 months.
- 10 -
Grandview Gold Inc. |
(An Exploration Stage Company) |
Notes to Financial Statements (Unaudited) |
Three Months Ended August 31, 2006 |
3. | Share capital (Continued) |
| |
(e) | Contributed Surplus |
The following is a continuity of contributed surplus for the period ended August 31, 2006:
| | Contributed | |
| | Surplus | |
| | | |
Balance, May 31, 2006 | $ | 1,547,701 | |
Vesting of stock options | | 571,563 | |
Expired warrants | | 286,756 | |
| | | |
Balance, August 31, 2006 | $ | 2,406,020 | |
(f) | Basic and diluted loss per share |
The following table sets forth the computation of basic and diluted loss per share:
| | Three Months Ended | |
| | August 31, | | | August 31, | |
| | 2006 | | | 2005 | |
| | | | | | |
Numerator for basic loss per share | $ | (914,200 | ) | $ | (255,905 | ) |
Numerator for diluted loss per share | $ | (914,200 | ) | $ | (255,905 | ) |
Denominator for weighted number of common shares - basic | | 19,086,892 | | | 11,851,494 | |
Denominator for weighted number of common shares - diluted | | 19,086,892 | | | 11,851,494 | |
Basic loss per share | $ | (0.05 | ) | $ | (0.02 | ) |
Diluted loss per share | $ | (0.05 | ) | $ | (0.02 | ) |
Diluted loss per share, reflects the maximum possible dilution from the potential exercise of outstanding stock options and warrants, and the conversion of convertible securities. However, the effect of outstanding warrants and options, and the conversion of convertible securities was not calculated as the effect would be anti-dilutive.
- 11 -
Grandview Gold Inc. |
(An Exploration Stage Company) |
Notes to Financial Statements (Unaudited) |
Three Months Ended August 31, 2006 |
|
The estimated taxable income for the period is $nil. Based upon the level of historical taxable income, it cannot be reasonably determined if the Company will realize the benefits from future income tax assets or the amounts owing from future income tax liabilities. Consequently, the future recovery or loss arising from differences in tax values and accounting values have been reduced by an equivalent estimated taxable temporary difference valuation allowance. This estimated taxable temporary difference valuation allowance will be adjusted in the period that it can be determined that it is more likely than not that some or all of the future tax assets or future tax liabilities will be realized.
For further information about the Company's losses for tax purposes, refer to the audited May 31, 2006 financial statements. The benefits for these losses and the estimated loss for the period are not recognized in these financial statements.
5. | Related party transactions not disclosed elsewhere |
On June 1, 2004, the Company entered into a management agreement with a company owned by Raymond Pecoskie ("Ray"), the President of the Company. Ray's company provides management and consulting services to the Company in exchange for $11,682 per month. On July 13, 2006, Ray stepped down as President of the Company. Ray will continue to manage the Company's Nevada drilling program on a contract basis. As President of the Company, Ray was paid $11,682 (2005 - $35,046).
Michael Hitch, PhD. P. Geology, a director, has been appointed to the position of interim Chief Executive Officer and will be overseeing the operations of the Company until the selection process for a new President and Chief Executive Officer is completed. His fees for the period amounted to $13,500 (2005 - $nil).
$12,000 (2005 - $nil) was accrued to the Chief Financial Officer of the Company.
$30,000 (2005 - $nil) was paid to a company that a director is a partner of for consulting services.
These transactions have been measured at the exchange amount which is intended to represent fair market value.
6. | Differences between Canadian GAAP and US GAAP |
The Company's financial statements have been prepared in accordance with Canadian GAAP. These principles, as they pertain to the Company's financial statements differ from US GAAP as follows:
Under Canadian GAAP, the Company accounted for its stock compensation plan as described in Note 2(i) in the fiscal 2006 audited financial statements under which CICA Handbook Section 3870 requires that compensation for option awards to employees and consultants be recognized in the financial statements at fair value for options granted in fiscal years beginning on or after January 1, 2004. The Company, as permitted by CICA Handbook Section 3870, has adopted this section prospectively for new option awards granted on or after June 1, 2003. Accordingly, a fair value compensation expense is reported for any options that were granted and vested during a interim or fiscal period. Prior to this accounting policy, no compensation expense was required to be recorded for stock option grants under Canadian GAAP for fiscal 2004. For US GAAP purposes, the Company has adopted the provisions of Financial Accounting Standards Board (FASB) Statement 148 effective as of June 1, 2003, which provisions allow the Company to record compensation expense for stock options granted in fiscal 2004 and all future periods based on the estimated fair value of such option, using the prospective method. In December 2004, FASB issued Statement 123 (Revised 2004), "Share-Based Payment," which mandates the recording of compensation expense based on the fair value of such options.
- 12 -
Grandview Gold Inc. |
(An Exploration Stage Company) |
Notes to Financial Statements (Unaudited) |
Three Months Ended August 31, 2006 |
|
6. | Differences between Canadian GAAP and US GAAP (Continued) |
Prior to June 1, 2003, the Company accounted for its stock-based compensation plan for US GAAP purposes under FASB statement 123, under which no compensation expense was required to be recognized in fiscal 2003.
For the period ended August 31, 2006 and 2005, the Company's accounting for stock option grants under US GAAP is substantially equivalent to the accounting under Canadian GAAP. As such, the expense recorded for US GAAP purposes would be equal to the expense recorded for Canadian GAAP purposes for the period ended August 31, 2006 and 2005. Had the Company adopted (FASB) Statement 148 for 2004, there would be no effect on earnings since no stock options were issued in that fiscal period.
Under Canadian GAAP, the Company accounts for its exploration costs as described in Note 2(e) of the audited annual financial statements for May 31, 2006, while under US GAAP, exploration costs cannot be capitalized and are expensed as incurred. Mineral property rights relating to the properties are capitalized and they are tested for impairment.
Under Canadian GAAP, marketable securities and long term investments are carried at the lower of cost or market, and adjustments to the carrying value are shown as an expense on the statement of operations. Under US GAAP, marketable equity securities are carried at market value, and adjustments to the carrying value are shown as a component of shareholder's equity (if the securities are classified as available-for-sale securities) or as gain or loss in the statement of operations (if the securities are classified as trading securities).
Canadian GAAP provides that a tax benefit be recorded in the statement of operations to reflect the recovery of future income taxes relating to the renunciation of resource property expenditures to the Company's flow-through share investors (See Note 8 of the audited annual financial statements for May 31, 2006). US GAAP has no such provision; consequently, the US GAAP statement of operations contains no such tax benefit.
- 13 -
Grandview Gold Inc. |
(An Exploration Stage Company) |
Notes to Financial Statements (Unaudited) |
Three Months Ended August 31, 2006 |
|
6. | Differences between Canadian GAAP and US GAAP (Continued) |
Had the Company's balance sheets as at August 31, 2006 and May 31, 2006 been prepared using US GAAP, such balance sheets would be presented as follows:
| | August 31, 2006 | | | May 31, 2006 | |
| | | | | | |
Assets | | | | | | |
Current | | | | | | |
Cash | $ | 2,343,105 | | $ | 3,802,800 | |
Marketable securities | | 9,766 | | | 9,766 | |
GST receivable | | 150,113 | | | 130,297 | |
Prepaid expenses | | 193,937 | | | 20,637 | |
Exploration advances, net | | 90,000 | | | 271,977 | |
| | | | | | |
| | 2,786,921 | | | 4,235,477 | |
Property and equipment | | | | | | |
Mineral property rights | | 1,384,725 | | | 1,218,563 | |
| | | | | | |
| $ | 4,171,646 | | $ | 5,454,040 | |
| | | | | | |
Liabilities and Shareholders' Equity | | | | | | |
Current | | | | | | |
Accounts payable and accrued liabilities | $ | 323,909 | | $ | 421,502 | |
| | | | | | |
Shareholders' equity | | | | | | |
Share capital | | | | | | |
Authorized - unlimited common shares | | | | | | |
Issued | | | | | | |
Common shares | | 10,274,731 | | | 10,274,731 | |
Additional paid in capital | | 485,144 | | | 198,388 | |
Warrants | | 1,800,239 | | | 2,086,995 | |
Cumulative adjustments to marketable securities | | (315,539 | ) | | (315,539 | ) |
Deferred stock option compensation | | 1,920,876 | | | 1,349,313 | |
Deficit accumulated before change to a exploration stage company | | (3,133,943 | ) | | (3,133,943 | ) |
Deficit accumulated during the exploration stage | | (7,183,771 | ) | | (5,427,407 | ) |
| | | | | | |
| | 3,847,737 | | | 5,032,538 | |
| | | | | | |
| $ | 4,171,646 | | $ | 5,454,040 | |
- 14 -
Grandview Gold Inc. |
(An Exploration Stage Company) |
Notes to Financial Statements (Unaudited) |
Three Months Ended August 31, 2006 |
|
6. | Differences between Canadian GAAP and US GAAP (Continued) |
Under US GAAP, exploration stage companies are required to provide cumulative-from-inception information relating to income statements, statements of cash flows, and statements of changes in shareholders' equity. Inception has been deemed to be March 26, 2004, the date on which the Company, at a shareholders' meeting, made the decision to return to the business of exploration as its primary business focus. Had the Company's statements of operations and deficit been prepared using US GAAP, such statements would have included cumulative-from-inception amounts in addition to amounts for August 31, 2006, August 31, 2005 and August 31, 2004. Such statements under US GAAP are as follows:
Statements of Operations and Comprehensive Loss
| | | | | | | | | | | Cumulative | |
| | | | | | | | | | | from date of | |
| | | | | | | | | | | inception of the | |
| | Three Months Ended | | | exploration | |
| | August 31, | | | August 31, | | | August 31, | | | stage | |
| | 2006 | | | 2005 | | | 2004 | | | (March 26, 2004) | |
| | | | | | | | | | | | |
Expenses | | | | | | | | | | | | |
Management services | $ | 72,769 | | $ | 48,038 | | $ | 35,047 | | $ | 540,835 | |
Investor relations, business | | | | | | | | | | | | |
development and reporting | | | | | | | | | | | | |
issuer maintenance costs | | 68,994 | | | 31,090 | | | 9,367 | | | 652,765 | |
Bad debt expense | | - | | | - | | | - | | | 1,235 | |
Professional fees | | 183,346 | | | 24,539 | | | - | | | 599,517 | |
Office and administration | | 32,323 | | | 30,947 | | | 4,197 | | | 309,638 | |
Gain on forgiveness of debt | | - | | | - | | | - | | | (35,667 | ) |
Non-cash compensation expense | | 571,563 | | | 121,291 | | | - | | | 1,920,876 | |
General exploration | | 842,164 | | | 229,653 | | | 136,876 | | | 3,039,367 | |
Failed merger costs | | - | | | - | | | - | | | 170,000 | |
| | | | | | | | | | | | |
Loss before the under noted | | (1,771,159 | ) | | (485,558 | ) | | (185,487 | ) | | (7,198,566 | ) |
Interest income | | 14,795 | | | - | | | - | | | 14,795 | |
| | | | | | | | | | | | |
Net loss for the period and from | | | | | | | | | | | | |
date of inception | | (1,756,364 | ) | | (485,558 | ) | | (185,487 | ) | | (7,183,771 | ) |
| | | | | | | | | | | | |
Comprehensive loss items: | | | | | | | | | | | | |
Write-down of marketable | | | | | | | | | | | | |
securities | | - | | | - | | | - | | | (15,234 | ) |
| | | | | | | | | | | | |
Comprehensive loss for the | | | | | | | | | | | | |
period | $ | (1,756,364 | ) | $ | (485,558 | ) | $ | (185,487 | ) | $ | (7,199,005 | ) |
- 15 -
Grandview Gold Inc. |
(An Exploration Stage Company) |
Notes to Financial Statements (Unaudited) |
Three Months Ended August 31, 2006 |
|
6. | Differences between Canadian GAAP and US GAAP (Continued) |
Statements of Operations and Comprehensive Loss (Continued)
| | Three Months Ended | |
| | August 31, | | | August 31, | | | August 31, | |
| | 2006 | | | 2005 | | | 2004 | |
| | | | | | | | | |
Loss per common share | | | | | | | | | |
Basic | $ | (0.09 | ) | $ | (0.04 | ) | $ | (0.03 | ) |
Diluted | $ | (0.09 | ) | $ | (0.04 | ) | $ | (0.03 | ) |
| | | | | | | | | |
Comprehensive loss per common share | | | | | | | |
Basic | $ | (0.09 | ) | $ | (0.04 | ) | $ | (0.03 | ) |
Diluted | $ | (0.09 | ) | $ | (0.04 | ) | $ | (0.03 | ) |
Statements of Changes in Shareholders' Equity
| | | | | Amount | |
| | | | | Under | |
| | Shares | | | US GAAP | |
| | | | | | |
Common shares before change to a exploration stage company and | | | | | | |
as of May 31, 2004 | | 3,270,998 | | $ | 3,378,444 | |
Stock split (3 for 1) | | 6,541,996 | | | - | |
Private placement | | 120,000 | | | 120,000 | |
Private placement | | 150,000 | | | 150,000 | |
Mineral property acquisition | | 400,000 | | | 4,000 | |
Private placement | | 175,000 | | | 175,000 | |
Private placement | | 1,005,000 | | | 1,005,000 | |
Warrant valuation | | - | | | (138,188 | ) |
Mineral property acquisition | | 118,500 | | | 159,975 | |
Mineral property acquisition | | 70,000 | | | 86,800 | |
Cost of issue - warrant valuation | | - | | | (35,200 | ) |
Cost of issue - cash laid out | | - | | | (124,081 | ) |
| | | | | | |
Balance, May 31, 2005 | | 11,851,494 | | | 4,781,750 | |
Private placement | | 2,019,104 | | | 2,523,880 | |
Debt conversation | | 80,000 | | | 100,000 | |
Warrant valuation | | - | | | (178,023 | ) |
Private placement | | 590,320 | | | 737,900 | |
Warrant valuation | | - | | | (111,498 | ) |
Shares issued for a finders' fee | | 160,000 | | | 200,000 | |
Private placement | | 400,000 | | | 500,000 | |
Private placement | | 3,985,974 | | | 4,384,571 | |
Warrant valuation | | - | | | (1,335,301 | ) |
Cost of issue - broker warrant valuation | | - | | | (462,173 | ) |
Cost of issue - cash laid out | | - | | | (866,375 | ) |
| | | | | | |
Balance, May 31, 2006 and August 31, 2006 | | 19,086,892 | | $ | 10,274,731 | |
- 16 -
Grandview Gold Inc. |
(An Exploration Stage Company) |
Notes to Financial Statements (Unaudited) |
Three Months Ended August 31, 2006 |
6. | Differences between Canadian GAAP and US GAAP |
Other changes in shareholders' equity are presented as follows:
Additional paid in capital | | | |
| | | |
Balance, May 31, 2004 and May 31, 2005 | $ | 25,000 | |
Expired warrants | | 173,388 | |
| | | |
Balance, May 31, 2006 | | 198,388 | |
Expired warrants | | 286,756 | |
| | | |
Balance, August 31, 2006 | $ | 485,144 | |
| | | |
| | | |
Warrants | | | |
| | | |
Balance, May 31, 2004 | $ | - | |
Issued | | 173,388 | |
| | | |
Balance, May 31, 2005 | | 173,388 | |
Issued | | 2,086,995 | |
Expired | | (173,388 | ) |
| | | |
Balance, May 31, 2006 | | 2,086,995 | |
Expired | | (286,756 | ) |
| | | |
Balance, August 31, 2006 | $ | 1,800,239 | |
| | | |
Cumulative adjustments to marketable securities | | | |
| | | |
Balance, June 1, 2001 | $ | (85,625 | ) |
Comprehensive loss | | (121,100 | ) |
| | | |
Balance, May 31, 2002 | | (206,725 | ) |
Comprehensive loss | | (88,580 | ) |
| | | |
Balance, May 31, 2003 | | (295,305 | ) |
Comprehensive loss | | (5,000 | ) |
| | | |
Balance, March 26, 2004 | | (300,305 | ) |
Comprehensive loss | | (15,234 | ) |
| | | |
Balance, May 31, 2004, May 31, 2005, | | | |
May 31, 2006 and August 31, 2006 | $ | (315,539 | ) |
- 17 -
Grandview Gold Inc. |
(An Exploration Stage Company) |
Notes to Financial Statements (Unaudited) |
Three Months Ended August 31, 2006 |
|
6. | Differences between Canadian GAAP and US GAAP (Continued) |
Deferred stock-option compensation | | | |
| | | |
Balance, May 31, 2004 | $ | - | |
Vesting of stock options | | 775,613 | |
| | | |
Balance, May 31, 2005 | | 775,613 | |
Vesting of stock options | | 573,700 | |
| | | |
Balance, May 31, 2006 | | 1,349,313 | |
Vesting of stock options | | 571,563 | |
| | | |
Balance, August 31, 2006 | $ | 1,920,876 | |
| | | |
Deficit accumulated during the exploration stage | | | |
| | | |
Balance, March 26, 2004 | $ | - | |
Net income | | 4,678 | |
Comprehensive loss items | | (15,234 | ) |
| | | |
Balance, May 31, 2004 | | (10,556 | ) |
Net loss | | (1,743,463 | ) |
| | | |
Balance, May 31, 2005 | | (1,754,019 | ) |
Net loss | | (3,673,388 | ) |
| | | |
Balance, May 31, 2006 | | (5,427,407 | ) |
Net loss | | (1,756,364 | ) |
| | | |
Balance, August 31, 2006 | $ | (7,183,771 | ) |
- 18 -
Grandview Gold Inc. |
(An Exploration Stage Company) |
Notes to Financial Statements (Unaudited) |
Three Months Ended August 31, 2006 |
|
6. | Differences between Canadian GAAP and US GAAP (Continued) |
Had the Company's statements of cash flows been prepared using US GAAP, such statements would have included cumulative from inception amounts in addition to amounts for the period ended August 31, 2006, August 31, 2005 and August 31, 2004.
Such statements under US GAAP are as follows:
Statements of Cash Flows | | | | | | | | | | | Cumulative from | |
| | Three Months Ended | | | date of | |
| | August 31, | | | August 31, | | | August 31, | | | inception | |
| | 2006 | | | 2005 | | | 2004 | | | (March 26, 2004) | |
| | | | | | | | | | | | |
Cash flows used in operating activities | | | | | | | | | | |
Net loss for the period | $ | (1,756,364 | ) | $ | (485,558 | ) | $ | (185,487 | ) | $ | (7,183,771 | ) |
Items not involving cash: | | | | | | | | | | | | |
Forgiveness of debt | | - | | | - | | | - | | | (35,667 | ) |
Write-off of bad debts | | - | | | - | | | - | | | 1,235 | |
Non-cash compensation expense | | 571,563 | | | 121,291 | | | - | | | 1,920,876 | |
Change in non-cash operating | | | | | | | | | | | | |
working capital | | | | | | | | | | | | |
GST receivable | | (19,816 | ) | | (19,327 | ) | | (31,740 | ) | | (155,293 | ) |
Prepaid expenses | | (173,300 | ) | | - | | | - | | | (188,267 | ) |
Accounts payable and | | | | | | | | | | | | |
accrued liabilities | | (97,593 | ) | | 19,174 | | | 284 | | | 330,640 | |
| | | | | | | | | | | | |
| | (1,475,510 | ) | | (364,420 | ) | | (216,943 | ) | | (5,310,247 | ) |
| | | | | | | | | | | | |
Cash flows used in financing activities | | | | | | | | | | |
Loans from related parties | | - | | | - | | | - | | | (28,594 | ) |
Proceeds from loan | | - | | | 195,000 | | | - | | | 175,000 | |
Repayment of loan | | - | | | - | | | - | | | (75,000 | ) |
Share/warrant issuance | | - | | | 2,523,880 | | | 246,321 | | | 9,596,351 | |
Cost of issue | | - | | | (212,522 | ) | | - | | | (990,456 | ) |
| | | | | | | | | | | | |
| | - | | | 2,506,358 | | | 246,321 | | | 8,677,301 | |
| | | | | | | | | | | | |
Cash flows used in investing activities | | | | | | | | | | |
Purchase of mineral property | | | | | | | | | | | | |
rights | | (166,162 | ) | | - | | | 4,000 | | | (933,950 | ) |
Exploration advances | | 181,977 | | | - | | | - | | | (90,000 | ) |
| | | | | | | | | | | | |
| | 15,815 | | | - | | | 4,000 | | | (1,023,950 | ) |
| | | | | | | | | | | | |
Change in cash during the period | | (1,459,695 | ) | | 2,141,938 | | | 33,378 | | | 2,343,104 | |
Cash, beginning of period | | 3,802,800 | | | 244,067 | | | 1 | | | 1 | |
| | | | | | | | | | | | |
Cash, end of period | $ | 2,343,105 | | $ | 2,386,005 | | $ | 33,379 | | $ | 2,343,105 | |
- 19 -
Grandview Gold Inc. |
(An Exploration Stage Company) |
Notes to Financial Statements (Unaudited) |
Three Months Ended August 31, 2006 |
|
6. | Differences between Canadian GAAP and US GAAP (Continued) |
| | | | | | | | | | | Cumulative from | |
| | Three Months Ended | | | date of | |
| | August 31, | | | August 31, | | | August 31, | | | inception | |
| | 2006 | | | 2005 | | | 2004 | | | (March 26, 2004) | |
| | | | | | | | | | | | |
Supplemental schedule of non-cash | | | | | | | | | | | | |
transaction | | | | | | | | | | | | |
Share issuance included in mining | | | | | | | | | | | | |
interest | $ | - | | $ | - | | $ | 4,000 | | $ | 450,775 | |
Recent US GAAP accounting pronouncements
In March 2005, the FASB issued FASB Interpretation (FIN) No. 47, "Accounting for Conditional Asset Retirement Obligations, an interpretation of FASB Statement No. 143" (FIN 47). FIN 47 clarifies that conditional asset retirement obligations meet the definition of liabilities and should be recognized when incurred if their fair values can be reasonably estimated. The Company was required to adopt FIN 47 during the year ended May 31, 2006; the implementation did not have any effect on the Company's financial statements as the Company does not yet have significant assets which the Company is obligated to retire.
In June 2005, the FASB issued Statement 154, "Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3." Statement 154 will become effective for accounting changes and corrections of errors made in fiscal year 2007 and beyond. The effect of this statement on the Company's financial statements will depend on the nature and significance of future accounting changes subject to this statement.
In January 2006, the FASB ratified the consensus reached by the Emerging Issues Task Force on Issue No. 04-6, "Accounting for Stripping Costs Incurred during Production in the Mining Industry" (EITF 04-6), which requires that stripping costs be included in costs of sales as incurred beginning in fiscal 2007. The Company believes this consensus will have no effect on the financial statements until such time as the Company has a mine or mines in production.
In July 2006, the FASB issued FASB Interpretation No.48, "Accounting for Uncertainty in Income Taxes" (FIN 48). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective in fiscal years beginning after December 15, 2006. The provisions of FIN 48 are to be applied to all tax positions upon initial adoption, with the cumulative effect adjustment reported as an adjustment to the opening balance of retained earnings. The Company is currently evaluating the potential impact, if any, that the adoption of FIN 48 will have on the financial statements.
In September 2006, the FASB issued Statement 157 "Fair Value Measurements". Statement 157 will become effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. The Company is currently evaluating the potential impact, if any, that the adoption of Statement 157 "Fair Value Measurements" will have on the financial statements.
- 20 -