ANGLO-CANADIAN URANIUM CORP.
Financial Statements
October 31, 2007
(Unaudited - Prepared by Management)
Anglo-Canadian Uranium Corp
1150 – 355 Burrard Street
Vancouver, B.C.
V6C 2G8
NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS
Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.
The accompanying unaudited interim consolidated financial statements of the Company have been prepared by management and approved by the Audit Committee and Board of Directors of the Company.
The Company’s independent auditors have not performed a review of these consolidated financial statements in accordance with the standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditors.
Yours truly,
“Len Harris”
Len Harris
President
ANGLO-CANADIAN URANIUM CORP. |
Consolidated Balance Sheets |
(Unaudited –Prepared by Management) |
| | | | | | |
| | October 31 | | | July 31 | |
| | 2007 | | | 2007 | |
| | | | | | |
Assets | | | | | | |
| | | | | | |
Current | | | | | | |
Cash | $ | 2,966,481 | | $ | 4,070,063 | |
Accounts receivable | | 127,596 | | | 104,915 | |
Prepaid expenses | | 11,901 | | | 11,901 | |
| | 3,105,978 | | | 4,186,879 | |
| | | | | | |
Mineral Interests(notes 3) | | 5,038,415 | | | 4,207,181 | |
Equipment(note 4) | | 12,646 | | | 13,442 | |
| | | | | | |
| $ | 8,157,039 | | $ | 8,407,502 | |
| | | | | | |
Liabilities | | | | | | |
| | | | | | |
Current | | | | | | |
Accounts payable and accrued liabilities | $ | 42,902 | | $ | 285,465 | |
Due to related party (note 5) | | 10,514 | | | 10,514 | |
| | | | | | |
| | 53,416 | | | 295,979 | |
| | | | | | |
Shareholders’ Equity | | | | | | |
| | | | | | |
Capital Stock(note 6) | | 15,924,379 | | | 15,771,879 | |
Contributed Surplus(note 6(e)) | | 1,138,725 | | | 987,142 | |
Share Subscriptions | | (12,515 | ) | | (12,515 | ) |
Deficit | | (8,946,966 | ) | | (8,634,983 | ) |
| | | | | | |
| | 8,103,623 | | | 8,111,523 | |
| | | | | | |
| $ | 8,157,039 | | $ | 8,407,502 | |
Approved on behalf of the Board:
“Leonard Harris” | “David Hudson” | |
| Director | | Director |
Leonard Harris | David Hudson | |
See notes to consolidated financial statements.
2
ANGLO-CANADIAN URANIUM CORP. |
Consolidated Statements of Operations and Deficit |
For the three months ended October 31, 2007 and 2006 |
(Unaudited – Prepared by Management) |
| | | | | | |
| | 2007 | | | 2006 | |
| | | | | | |
Expenses | | | | | | |
Amortization | $ | 916 | | $ | 460 | |
Consulting | | 23,550 | | | 22,216 | |
Filing fees | | 8,442 | | | 31,400 | |
Interest and bank charges | | 535 | | | 298 | |
Management fee | | 39,000 | | | 25,500 | |
Marketing and communications | | 44,879 | | | 11,782 | |
Office and general | | 16,465 | | | 1,260 | |
Printing | | - | | | 404 | |
Professional fees | | 13,574 | | | 36,914 | |
Promotion and travel | | 16,927 | | | 21,539 | |
Rent, net of recovery | | 1,028 | | | (2,746 | ) |
Stock based compensation | | 151,583 | | | 162,757 | |
Telephone | | 2,193 | | | 1,248 | |
| | (319,092 | ) | | (313,032 | ) |
Property Expenditure | | (8,344 | ) | | - | |
Foreign Exchange Loss | | (8,896 | ) | | - | |
Interest income | | 24,349 | | | 13,058 | |
| | | | | | |
Net Loss for the Period | | (311,983 | ) | | (299,974 | ) |
| | | | | | |
Deficit, Beginning of Period | | (8,634,983 | ) | | (7,616,428 | ) |
| | | | | | |
Deficit, End of Period | | (8,946,966 | ) | | (7,916,402 | ) |
| | | | | | |
Loss Per Share | | ($0.01 | ) | | ($0.01 | ) |
| | | | | | |
Weighted Average Number of Common Shares Outstanding | | 39,226,178 | | | 28,842,007 | |
See notes to consolidated financial statements.
3
ANGLO-CANADIAN URANIUM CORP. |
Consolidated Statements of Cash Flows |
For the three months ended October 31, 2007 and 2006 |
(Unaudited – Prepared by Management) |
| | | | | | |
| | 2007 | | | 2006 | |
| | | | | | |
Operating Activities | | | | | | |
Net loss for the period | $ | (311,983 | ) | $ | (299,974 | ) |
Items not involving cash | | | | | | |
Amortization | | 916 | | | 460 | |
Stock based compensation | | 151,583 | | | 162,757 | |
| | (159,484 | ) | | (136,757 | ) |
| | | | | | |
Changes in non-cash working capital | | | | | | |
Accounts receivable | | (22,681 | ) | | (5,457 | ) |
Prepaid expenses | | - | | | (1,922 | ) |
Accounts payable and accrued liabilities | | (242,563 | ) | | 730 | |
| | | | | | |
Cash Used in Operating Activities | | (424,728 | ) | | (143,406 | ) |
| | | | | | |
Investing Activities | | | | | | |
Purchase of furniture and equipment | | (120 | ) | | (6,805 | ) |
Investment in and expenditures on mineral interests | | (678,734 | ) | | (367,826 | ) |
| | | | | | |
Cash Used in Investing Activities | | (678,854 | ) | | (374,631 | ) |
| | | | | | |
Financing Activities | | | | | | |
Issuance of shares | | - | | | 3,160,455 | |
Repayments to related party | | - | | | 8,500 | |
Share subscriptions | | - | | | (12,625 | ) |
| | | | | | |
Cash Provided by Financing Activities | | - | | | 3,156,330 | |
| | | | | | |
Inflow (outflow) of Cash | | (1,103,582 | ) | | 2,638,293 | |
| | | | | | |
Cash, Beginning of Period | | 4,070,063 | | | 919,635 | |
| | | | | | |
Cash, End of Period | $ | 2,966,481 | | $ | 3,557,928 | |
See notes to consolidated financial statements.
4
ANGLO-CANADIAN URANIUM CORP. |
Notes to Consolidated Financial Statements |
For the quarter ended October 31. 2007 |
(Unaudited – Prepared by Management) |
The Company was incorporated under the laws of British Columbia and its principal business activity is the exploration and development of natural resource properties.
2. | SIGNIFICANT ACCOUNTING POLICIES |
| | |
| (a) | Basis of presentation |
| | |
| | The accompanying unaudited interim financial statements are prepared in accordance with generally accepted accounting principles (“GAAP”) in Canada with respect to the preparation of interim financial statements. Accordingly, they do not include all of the information and disclosures required by Canadian GAAP in the preparation of annual financial statements. The accounting policies used in the preparation of the accompanying unaudited interim financial statements is the same as those described in the annual financial statements and the notes thereto for the year ended July 31, 2007. In the opinion of management, all adjustments considered necessary for fair presentation have been included in these financial statements. The interim financial statements should be read in conjunction with the Company’s financial statements including the notes thereto for the year ended July 31, 2007. |
| | |
| (b) | New Accounting Policies |
| | |
| | Effective August 1, 2007, the Company adopted the new recommendation of the Canadian Institute of Chartered Accountants (CICA) under CICA Handbook Section 1530, Comprehensive Income, Section 3251, Equity, Section 3855, Financial Instruments – Recognition and Measurement and Section 3861 Financial Instruments – Disclosure and Presentation. These new Handbook sections, which apply to fiscal years beginning on or after August 1, 2007, provide requirements for the recognition and measurement of financial instruments. Section 1530 establishes standards for reporting and presenting comprehensive income which is defined as the change in equity from transactions and other events from non-owner sources. Other comprehensive income refers to items recognized in comprehensive income but are excluded from net income calculated in accordance with Canadian Generally Accepted Accounting Principles. |
| | |
| | Under Section 3855, all financial instruments are classified into one of five categories: held-for trading, held-to-maturity investments, loans and receivables, available-for-sale financial assets or other financial liabilities. All financial instruments are measured in the balance sheet either at fair value except for loans and receivables, held-to-maturity investments and other financial liabilities which are measured at amortized cost. Subsequent measurement and changes in fair value will depend on their initial classification, as follows: held-for-trading financial assets are measured at fair value and changes in fair value are recognized in net income. Available-for-sale financial instruments are measured at fair value with changes in fair value recorded in other comprehensive income until the instrument is derecognized or impaired. |
| | |
| | The adoption of these new standards had no impact on the Company’s accounts and deficit position as at August 1, 2007. Prior period financial statements are not revised for the adoption of the new standards. |
5
ANGLO-CANADIAN URANIUM CORP. |
Notes to Consolidated Financial Statements |
For the quarter ended October 31, 2007 |
(Unaudited – Prepared by Management) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Otish | | | | | | | | | | | | Lucky | | | | | | | | | | | | | | | Skoonka | | | | | | | |
| | Mtn. | | | Charles | | | Stirrup | | | Kert | | | Boy | | | Locuist | | | Zeus | | | Durango | | | Big Mac | | | Creek | | | Tomcat | | | Holley | |
| | Quebec | | | Quebec | | | BC | | | Quebec | | | BC | | | USA | | | BC | | | Mexico | | | Quebec | | | B.C. | | | USA | | | USA | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance July 31, 2006 | $ | 1 | | $ | 5,000 | | $ | 231,444 | | $ | - | | $ | 154,449 | | $ | 220,565 | | $ | 117,940 | | $ | 1 | | $ | 92,500 | | $ | 170,231 | | $ | - | | $ | - | |
Acquisition costs | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | 44,500 | | | 67,652 | | | 229,600 | |
Assessment, renewal | | - | | | - | | | - | | | - | | | - | | | 2,513 | | | - | | | - | | | - | | | - | | | 10,200 | | | 119,983 | |
Geological data | | - | | | - | | | - | | | - | | | - | | | - | | | 5,954 | | | - | | | 158,117 | | | 101,461 | | | - | | | | |
Bond | | - | | | - | | | 2,500 | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | | |
Drilling | | - | | | - | | | 57,530 | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | |
Field expenses | | - | | | - | | | 3,825 | | | - | | | - | | | - | | | - | | | - | | | 54,176 | | | 1,936 | | | - | | | - | |
Geological consulting | | - | | | - | | | - | | | 3,172 | | | - | | | - | | | - | | | - | | | 9,325 | | | 7,081 | | | - | | | - | |
Laboratory | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | 798 | | | - | | | - | |
Write-down of property costs | | - | | | - | | | - | | | (3,172 | ) | | - | | | - | | | - | | | - | | | - | | | | | | - | | | - | |
Balance, July 31, 2007 | | 1 | | | 5,000 | | | 295,299 | | | - | | | 154,449 | | | 223,078 | | | 123,894 | | | 1 | | | 314,118 | | | 326,007 | | | 77,852 | | | 349,583 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Acquisition costs | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | |
Assessment, renewal | | - | | | 15,160 | | | 18,796 | | | - | | | 469 | | | - | | | - | | | - | | | 9,850 | | | - | | | - | | | - | |
Bond | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | |
Camp costs | | - | | | - | | | 44,848 | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | |
Drilling | | - | | | - | | | 158,140 | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | |
Field expenses | | - | | | - | | | 2,886 | | | - | | | - | | | - | | | - | | | - | | | 19,346 | | | 1,217 | | | - | | | - | |
Geological consulting | | - | | | - | | | 15,227 | | | - | | | - | | | - | | | - | | | - | | | 103,526 | | | - | | | - | | | - | |
Laboratory | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | |
Write-down of property costs | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | | |
Total additions during the period | | - | | | 15,160 | | | 239,897 | | | - | | | 469 | | | - | | | - | | | - | | | 132,722 | | | 1,217 | | | - | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance, October 31, 2007 | $ | 1 | | $ | 20,160 | | | 535,196 | | | - | | | 154,918 | | | 223,078 | | | 123,894 | | $ | 1 | | | 446,840 | | | 327,224 | | | 77,852 | | | 349,583 | |
6
ANGLO-CANADIAN URANIUM CORP. |
Notes to Consolidated Financial Statements |
For the quarter ended October 31, 2007 |
(Unaudited – Prepared by Management) |
3. MINERALINTERESTS (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Spider | | | | | | | | | | | | Wild | | | Eula Belle | | | | | | | | | | | | Gunfighter/ | | | | |
| | Gunslinger | | | Rock | | | O8 | | | Princeton | | | Beaver | | | Steer | | | King | | | Dragon | | | Joseph | | | Rim Rock | | | Lonestar | | | | |
| | USA | | | USA | | | USA | | | BC | | | USA | | | USA | | | USA | | | USA | | | USA | | | USA | | | USA | | | Total | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance July 31, 2006 | $ | - | | $ | 150,500 | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | | | 1,142,631 | |
Acquisition costs | | 52,200 | | | 45,200 | | | 181,120 | | | 136,500 | | | - | | | 103,400 | | | 174,800 | | | 23,365 | | | 284,802 | | | 59,435 | | | - | | | 1,404,574 | |
Assessment, renewal | | 10,200 | | | 24,293 | | | - | | | - | | | - | | | 14,093 | | | 20,400 | | | - | | | 24,294 | | | - | | | - | | | 225,976 | |
Geological data | | 28,175 | | | - | | | - | | | - | | | - | | | - | | | 48,885 | | | 5,865 | | | - | | | - | | | - | | | 348,457 | |
Bond | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | 2,500 | |
Drilling | | - | | | - | | | - | | | 391,024 | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | 448,554 | |
Field expenses | | - | | | - | | | - | | | 327,310 | | | - | | | - | | | 16,800 | | | - | | | - | | | - | | | - | | | 404,047 | |
Geological consulting | | - | | | - | | | - | | | 183,935 | | | 335 | | | - | | | - | | | - | | | - | | | - | | | - | | | 203,848 | |
Laboratory | | - | | | - | | | - | | | 28,968 | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | 29,766 | |
Write-down of property costs | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | (3,172 | ) |
Balance, July 31, 2007 | | 90,575 | | | 219,993 | | | 181,120 | | | 1,067,737 | | | 335 | | | 117,493 | | | 260,885 | | | 31,230 | | | 309,096 | | | 59,435 | | | - | | $ | 4,207,181 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Acquisition costs | | - | | | - | | | - | | | 55,500 | | | - | | | 31,000 | | | 66,000 | | | - | | | - | | | - | | | - | | | 152,500 | |
Assessment, renewal | | - | | | - | | | 28,625 | | | - | | | 6,250 | | | 20,000 | | | 85,810 | | | - | | | - | | | - | | | 60,000 | | | 244,960 | |
Geological data | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | |
Bond | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | |
Camp costs | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | 44,848 | |
Drilling | | - | | | - | | | - | | | 9,180 | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | 167,320 | |
Field expenses | | - | | | - | | | - | | | 584 | | | - | | | - | | | 3,446 | | | - | | | 3,447 | | | - | | | - | | | 30,926 | |
Geological consulting | | - | | | - | | | - | | | 70,302 | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | 189,055 | |
Laboratory | | - | | | - | | | - | | | 1,625 | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | 1,625 | |
Write-down of property costs | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | |
Total additions during period | | - | | | - | | | 28,625 | | | 137,191 | | | 6,585 | | | 51,000 | | | 155,256 | | | - | | | 3,447 | | | - | | | 60,000 | | | 831,234 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance, October 31, 2007 | | 90,575 | | | 219,993 | | | 209,745 | | | 1,204,928 | | | 6,585 | | | 168,493 | | | 416,141 | | | 31,230 | | | 312,543 | | | 59,435 | | | 60,000 | | | 5,038,415 | |
7
ANGLO-CANADIAN URANIUM CORP. |
Notes to Consolidated Financial Statements |
For the quarter ended October 31, 2007 |
(Unaudited – Prepared by Management) |
3. | MINERAL INTERESTS(Continued) |
| (a) | Otish Mountains, Quebec |
These claims were purchased throughout the 2002 year-end as follows:
| (i) | Purchase of a 50% interest in 60 mineral claims situated in the Otish Mountains Region of Quebec for a total fee of $3,000 (paid). These claims are subject to a 2% net smelter return ("NSR") payable to the owner of the other 50% interest in the claims. |
| | | |
| (ii) | Purchase of a 100% interest in 53 mineral claims in the Otish Mountains Region upon completion of the following conditions: |
| | | |
| | (a) | Payment of $5,300 due upon signing (paid); |
| | | |
| | (b) | Payment of 25% of any cash received by the Company from a third party pursuant to any option agreement with the third party; |
| | | |
| | (c) | Payment of one-third plus 10,000 of any shares received by the Company from the third party pursuant to any option agreement; and |
| | | |
| | (d) | The agreement is subject to a 2% NSR, which can be purchased by the Company for a total of $1,000,000. |
| | | |
| (iii) | Purchase of a 100% interest in 26 mineral claims in the Otish Mountains Region upon completion of the following conditions: |
| | | |
| | (a) | Payment of $2,500 upon signing of the agreement (paid); |
| | | |
| | (b) | $2,500 due 60 days after signing the agreement (paid); |
| | | |
| | (c) | Issue 200,000 shares of the Company (issued); and |
| | | |
| | (d) | The agreement is subject to a 2% NSR payable to the vendor. |
| (b) | Charles, Quabec |
| | |
| | The Charles Property consists of 40 claims covering approximately 2,000 hectares in Quebec. The Company acquired its 100% interest in the property through staking. |
| | |
| (c) | Stirrup, British Columbia |
| | |
| | On March 19, 2004, the Company entered into an option agreement to acquire an 85% interest in 13 contiguous mineral claims situated in the Clinton area in south-central British Columbia. The interest will be earned on completion of the following: |
| (i) | Cash payment of $10,000 (paid); |
| | | |
| (ii) | Cash payment of $10,000 on March 22, 2005 (paid); |
| | | |
| (iii) | Cash payment of $10,000 on March 22, 2006 (paid); |
| | | |
| (iv) | Issuance of 300,000 shares of the Company as follows: |
| | | |
| | (a) | 100,000 shares issued at a deemed price of $0.20 (issued); |
| | | |
| | (b) | 100,000 shares on March 22, 2005 at a price of $0.20 (issued); and |
| | | |
| | (c) | 100,000 shares on March 22, 2006 at a price of $0.42 (issued); |
| | | |
| (v) | Issuance of 300,000 shares upon the Company receiving a positive feasibility study recommending placing the mineral claims into commercial production; |
| | | |
| (vi) | The Company completing a diamond drilling program on the claims in the amount of $100,000 on or before March 22, 2005. Due to the unavailability of a drill rig, the diamond drilling program completion date was extended to December 15, 2005 (completed); and |
| | | |
| (vii) | The Company will also pay a 2% NSR royalty, with the option of purchasing 1% back for $500,000. The Company has the option within one year of commercial production to purchase the remaining 15% interest for $3,000,000 for each 5% interest. |
8
ANGLO-CANADIAN URANIUM CORP. |
Notes to Consolidated Financial Statements |
For the quarter ended October 31, 2007 |
(Unaudited – Prepared by Management) |
3. | MINERAL INTERESTS(Continued) |
| (d) | Durango, Mexico |
| | |
| | The Company had a 28.675% interest in the Las Coloradas Joint Venture, which owns certain mineral exploration concessions located in Durango, Mexico as well as other mineral exploration concessions located in the surrounding area. No expenditures have been made on Las Coloradas Joint Venture since November 1997, hence the carrying value of the property was written down to $1 in 1999. During the year ended July 31, 2003, the Company issued 62,500 shares at a deemed price of $0.15 to increase its stake from 28.675% to 50%. |
| | |
| (e) | Kert, Quebec |
| | |
| | On December 29, 2004, the Company entered into an option agreement to acquire a 100% interest in 17 mineral claims situated in Quebec. The interest will be earned on completion of the following: |
| (i) | Cash payment of $15,000 upon execution of the agreement (paid); |
| | | |
| (ii) | Cash payment of $15,000 on the first anniversary date (December 29, 2005); |
| | | |
| (iii) | Cash payment of $15,000 on the second anniversary date (December 29, 2006); |
| | | |
| (iv) | Cash payment of $15,000 on the third anniversary date (December 29, 2007); |
| | | |
| (v) | Issuance of 600,000 shares of the Company as follows: |
| | | |
| | (a) | 150,000 shares issued at a deemed price of $0.15 (issued); and |
| | | |
| | (b) | 150,000 shares on each of the first, second and third anniversary dates of this agreement; |
| | | |
| (vi) | Issuance of 600,000 shares upon the Company receiving a positive feasibility study recommending placing the mineral claims into commercial production; |
| | | |
| (vii) | The Company completing an exploration program on the claims in the amount of $70,000 on or before December 29, 2005, $150,000 in year two and a further $200,000 in year three; and |
| | | |
| (viii) | The Company will also pay a 2% NSR royalty of which 1% can be purchased back for $1,000,000. |
During the 2006 fiscal year, the Company abandoned the property with the investment being written off.
| (f) | Lucky Boy, British Columbia |
| | |
| | On March 17, 2005, the Company entered into an option agreement to acquire an undivided 95% interest in the Lucky Boy mineral claims and Crown grants located in the Greenwood Mining District of south-central British Columbia. |
| | |
| | The interest will be earned on completion of the following: |
| (i) | Cash payment of $10,000 upon execution of the agreement (paid); |
| | |
| (ii) | Issuance of 100,000 shares of the Company at a deemed price of $0.14 (issued); |
| | |
| (iii) | Issuance of 200,000 shares upon the Company receiving a positive feasibility study recommending placing the mineral claims into commercial production; |
| | |
| (iv) | The Company completing an exploration program on the claims in the amount of $80,000 by March 17, 2006 (completed); |
| | |
| (v) | The Company completing an exploration program on the claims in the amount of $120,000 on or before March 17, 2008; |
| | |
| (vi) | The Company will pay a 2% NSR royalty, which can be bought out for $1,000,000 per percentage point; and |
| | |
| (vii) | The 5% interest owned by the optionors can be bought out for $1,000,000. |
9
ANGLO-CANADIAN URANIUM CORP. |
Notes to Consolidated Financial Statements |
For the quarter ended October 31, 2007 |
(Unaudited – Prepared by Management) |
3. | MINERAL INTERESTS(Continued) |
On November 22, 2005, the Company received approval on an option agreement to acquire a 100% interest in the East Canyon Wash Property located in San Juan County, Utah. On October 5, 2006, the Company amended the original agreement dated November 22, 2005. The interest will be earned on completion of the following:
| (i) | A payment of US $35,000 (paid) upon TSX Venture Exchange acceptance of the agreement; |
| | |
| (ii) | The issuance of a total of 600,000 common shares of the Company upon TSX Venture Exchange acceptance of the agreement at a price of $0.30 (issued); and |
| | |
| (iii) | The Company will pay a 2% NSR royalty, which can be bought out for $100,000 per percentage point to a maximum of $200,000. |
| (h) | Zeus, British Columbia |
| | |
| | On December 22, 2005, the Company received approval on a purchase agreement to acquire a 100% interest in the Zeus and Zeus #1 claims located in Lillooet, BC. |
| | |
| | Consideration is a cash payment of $15,000 (paid) and the issuance of 350,000 common shares of the Company at a price of $0.28 (issued). The claims are subject to a 2% NSR and can be bought out for $500,000 per 1% NSR. |
| | |
| (i) | Skoonka Creek, British Columbia |
| | |
| | On February 20, 2006, the Company received approval from the TSX Venture Exchange to acquire an option to earn a 100% interest in 96 claims covering 1,942 hectares known as the Boothanie 1-2-3 claim and the B4, B5 and B6 claims in the Skoonka Creek area of British Columbia. |
| | |
| | The terms of agreement are as follows: |
| (i) | $20,000 cash (paid) upon TSX Venture Exchange approval and 100,000 treasury shares at a price of $0.63 (issued); |
| | |
| (ii) | $20,000 cash and 100,000 shares on the first anniversary date (February 20, 2007); |
| | |
| (iii) | $30,000 cash and 200,000 shares on the second anniversary date (February 20, 2008); |
| | |
| (iv) | $40,000 and 300,000 shares of the optionee three years from the approval date or at the election of the Company $300,000 instead of the 300,000 shares of the optionee; and |
| | |
| (v) | an additional 400,000 shares or at the election of the Company $600,000 cash upon the Company receiving a positive feasibility study and payable within six months of start of production. Vendors to retain a 2% NSR royalty. The Company has an option to purchase each 1% of the NSR for $1,000,000 at any time. |
| | On March 21, 2006, the Company acquired seven more claim blocks adjoining the existing claims at Skoonka Creek near Lytton, BC. The claims were acquired for an additional $15,000 in cash (paid) and 100,000 treasury shares (issued), and become part of the option agreement. |
| | |
| (j) | Big Mac, Quebec |
| | |
| | On February 22, 2006, the Company received, from the TSX Venture Exchange, acceptance for filing documentation in connection with a purchase agreement whereby the Company has acquired a 100% interest in 40 claims known as the Big Mac property located in the Otish basin area in the east-central region of Quebec. Consideration is $7,500 (paid) and 200,000 common shares at a price of $0.425 (issued). |
10
ANGLO-CANADIAN URANIUM CORP. |
Notes to Consolidated Financial Statements |
For the quarter ended October 31, 2007 |
(Unaudited – Prepared by Management) |
3. | MINERAL INTERESTS(Continued) |
The TSX Venture Exchange has accepted for filing an assignment agreement, dated March 31, 2006, between the Company and Emerald Isle Investments, Ltd. (“Emerald Isle”), pursuant to which the Company has agreed to assume Emerald Isle's rights and obligations under an option agreement, dated February 9, 2006, between Emerald Isle as optionee and H&H Stone Company, Inc., Fred Holley and Marty Holley (all of Colorado) as optionors. Pursuant to the underlying agreement, Emerald Isle acquired an option to acquire a 100% interest in the Spider Rock claims. The property comprises 4 mineral claims located in Dolores County and San Miguel County, Colorado. The property is an exploration-stage mineral resource property. In October 2006, the Company amended the original assignment agreement dated March 31, 2006.
The total consideration that must be paid by the Company pursuant to the agreement and the underlying agreement in order to earn a 100% interest in the property is as follows:
| (i) | a cash payment of US $25,000 (paid) to Emerald Isle to reimburse Emerald Isle for payments made to date under the underlying agreement; |
| | |
| (ii) | a cash payment of US $17,500 (subsequently paid) to the optionors by October 27, 2006; |
| | |
| (iii) | the issuance of 200,000 to Emerald Isle at a price of $0.49 (issued) and 50,000 to the optionors at a price of $0.49 (issued); and |
| | |
| (iv) | the issuance of 40,000 shares at the price of $0.64 to the optionors by October 27, 2006 (issued). |
| (l) | Joseph, USA |
| | |
| | During the year ended July 31, 2006, the TSX Venture Exchange has accepted for filling an option agreement, dated March 27, 2006, to acquire a 100% interest in 106 claims in the Bull canyon region of Colorado. Consideration is a cash payment of US $65,000 (paid) and the issuance of 300,000 common shares of the Company at a price of $0.55 (issued). A 2% NSR royalty will be payable. An additional payment of US$50,000 (paid) and 100,000 shares at a price of $0.47 (issued) was made at the first anniversary date. |
| | |
| (m) | O8, USA |
| | |
| | During the year ended July 31, 2007, the Company received TSX approval on the purchase of a 100% interest in 95 uranium mineral claims situated in New Mexico. In consideration, the Company has paid US $26,000 and issued 200,000 common shares of the Company at the price of $0.76 per share. The claims are subject to a 2% NSR and the Company has the right, at any time, to purchase the NSR by paying $300,000 for each 1% NSR. |
| | |
| (n) | Princeton, British Columbia |
| | |
| | During the year ended July 31, 2007, the Company received TSX approval on three purchase agreements to acquire a 100% interest in the Princeton claims located in the Similkameen Mining Division in British Columbia. In consideration, the Company has paid $15,000 and will pay an additional $15,000 on the first anniversary date (paid). The Company has also issued 150,000 common shares and will issue an additional 150,000 common shares on the first anniversary date (issued). The claims are subject to a 2% NSR and the Company has the right to purchase the NSR by paying $900,000 for each 1% NSR. |
11
ANGLO-CANADIAN URANIUM CORP. |
Notes to Consolidated Financial Statements |
For the quarter ended October 31, 2007 |
(Unaudited – Prepared by Management) |
3. | MINERAL INTERESTS(Continued) |
During the year ended July 31, 2007, the Company received TSX approval on an option to buy a 100% interest in 31 uranium claims in Colorado. Consideration for the option by the Company is as follows:
| (i) | US $20,000 (paid) and 100,000 common shares (issued); |
| | |
| (ii) | US $20,000 (paid) and at the election of the optionee either US $100,000 or 100,000 common shares within one year of approval (issued); |
| | |
| (iii) | US $40,000 and at the election of the optionee either US $200,000 or the issuance of 200,000 common shares within two years of approval; and |
| | |
| (iv) | The option is subject to a 2% NSR and the Company has the right to purchase the NSR by paying US $200,000 for each 1% NSR. |
During the year ended July 31, 2007, the Company received TSX approval to acquire an option on 303 uranium and vanadium claims in Montrose County, Colorado. In consideration, the 53-claim block known as the Eula Belle project is as follows:
| (i) | US $20,000 (paid) and 100,000 common shares upon TSX approval (issued); |
| | |
| (ii) | US $20,000 (paid) and at the election of the Company either US $100,000 or 100,000 common shares within one year of approval (issued); and |
| | |
| (iii) | The option is subject to a 2% NSR and the Company has the right to purchase the NSR by paying US $250,000 for each 1% NSR. |
In addition, the consideration of 250 claims known as the King project is as follows:
| (i) | US $20,000 (paid) and 100,000 common shares upon TSX approval (issued); |
| | |
| (ii) | US $20,000 (paid) and at the election of the Company either US $100,000 or 100,000 common shares within one year of approval (issued); and |
| | |
| (iii) | The option is subject to a 2% NSR and the Company has the right to purchase the NSR by paying US $250,000 for each 1% NSR. |
| (q) | Tomcat, USA |
| | |
| | During the year ended July 31, 2007, the Company has entered into an option agreement to acquire a 100% interest in 81 mineral clams known as the Tomcat claims, located in San Miguel County, Colorado, USA. Consideration for the option by the Company is as follows: |
| (i) | US $15,000 (paid) and 60,000 common shares (issued); |
| | |
| (ii) | US $15,000 (paid) and at the election of the Company either US $100,000 or 100,000 common shares (issued) within one year of approval; |
| | |
| (iii) | US $30,000 and at the election of the Company either US $140,000 or the issuance of 140,000 common shares within two years of approval; and |
| | |
| (iv) | The option is subject to a 2% NSR and the Company has the right to purchase the NSR by paying US $200,000 for each 1% NSR. |
12
ANGLO-CANADIAN URANIUM CORP. |
Notes to Consolidated Financial Statements |
For the quarter ended October 31, 2007 |
(Unaudited – Prepared by Management) |
3. | MINERAL INTERESTS(Continued) |
| (r) | Holly Claims, USA |
| | |
| | During the year ended July 31, 2007, the Company acquired a 100% interest in 134 mineral claims located on La Jara Mesa in Cibola County, New Mexico. Consideration for the agreement is as follows: |
| (i) | Payment of US $26,000 (paid) upon TSX approval; |
| | |
| (ii) | The issuance of 200,000 (issued) shares of the Company upon TSX approval; and |
| | |
| (iii) | The claims are subject to a 2% NSR royalty and the Company has the option to buy back each 1% for $300,000. |
| (t) | Gunslinger, USA |
| | |
| | During the year ended July 31, 2007, the Company acquired 41 uranium/vanadium claims located on Outlaw Mesa in Mesa County, Colorado. Consideration for the agreement is as follows: |
| (i) | Payment of US $20,000 (paid) upon TSX approval; |
| | |
| (ii) | Payment of US $7,000 in Bureau of Land Management fees (paid); |
| | |
| (iii) | The issuance of 60,000 (issued) shares of the Company upon TSX approval; and |
| | |
| (iv) | The claims are subject to a 2% NSR royalty and the Company has the option to buy back each 1% for $300,000. |
| (u) | Gunfighter & Lonestar, USA |
| | |
| | During the year ended July 31, 2007, the Company acquired 110 uranium claims located in Mesa County, Colorado. Consideration for the agreement is as follows: |
| (i) | Cash payment of US $55,000 (paid) upon TSX approval; |
| | |
| (ii) | 5% gross royalty; |
| | |
| (iii) | Minimum work commitment of US$25,000 for the first three years from the date of lease and US$20,000 advance royalties starting in the fifth year; and |
| | |
| (iv) | The Company’s development partner has agreed to put half of the monies generated through production royalties into exploration of the property for up to ten years. |
| | | | | | | | | | |
| | | | | | October 31, 2007 | | | | |
| | | | | | Accumulated | | | | |
| | | Cost | | | Amortization | | | Net | |
| Vehicle | $ | 5,200 | | $ | 1,111 | | $ | 4,089 | |
| Office furniture and equipment | | 29,530 | | | 25,861 | | | 3,669 | |
| Computer equipment | | 14,463 | | | 9,575 | | | 4,888 | |
| | | | | | | | | | |
| | $ | 49,193 | | $ | 36,547 | | $ | 12,646 | |
13
ANGLO-CANADIAN URANIUM CORP. |
Notes to Consolidated Financial Statements |
For the quarter ended October 31, 2007 |
(Unaudited – Prepared by Management) |
| | | | | | | | | | |
| | | | | | July 31, 2007 | | | | |
| | | | | | Accumulated | | | | |
| | | Cost | | | Amortization | | | Net | |
| Vehicle | $ | 5,200 | | $ | 780 | | $ | 4,420 | |
| Office furniture and equipment | | 29,530 | | | 25,668 | | | 3,862 | |
| Computer equipment | | 14,344 | | | 9,184 | | | 5,160 | |
| | | | | | | | | | |
| | $ | 49,074 | | $ | 35,632 | | $ | 13,442 | |
5. | DUE TO RELATED PARTY |
| |
| The amounts due to a shareholder and director do not bear interest, are unsecured and have no specified terms of repayment. |
| |
6. | CAPITAL STOCK |
| (a) | Authorized |
| | Unlimited number of common shares without par value |
| | |
| (b) | Issued |
| | | | | | | |
| | | Shares | | | Amount | |
| | | | | | | |
| Balance, July 31, 2006 | | 23,245,347 | | | 9,272,283 | |
| | | | | | | |
| Issued for cash: | | | | | | |
| - Private placement | | 9,716,998 | | | 3,065,999 | |
| - Options | | 838,500 | | | 118,525 | |
| - Warrants | | 3,707,441 | | | 946,782 | |
| - Agents’ options | | 8,088 | | | 946,782 | |
| Shares issued for mineral properties | | 1,486,000 | | | 862,700 | |
| Finders fee | | - | | | (317,176 | ) |
| Shares to return to treasury | | - | | | (317,176 | ) |
| Fair value of options exercised | | - | | | 84,282 | |
| Shares issuance cost – flow-through shares | | - | | | (505,000 | ) |
| | | | | | | |
| Balance, July 31, 2007 | | 38,984,864 | | | 15,771,879 | |
| | | | | | | |
| Shares issued for mineral properties | | 450,000 | | | 152,500 | |
| | | | | | | |
| Balance, October 31, 2007 | | 39,434,864 | | | 15,924,379 | |
14
ANGLO-CANADIAN URANIUM CORP. |
Notes to Consolidated Financial Statements |
For the quarter ended October 31, 2007 |
(Unaudited – Prepared by Management) |
6. | CAPITAL STOCK(Continued) |
| | |
| (c) | Stock options |
| | |
| | The following summarizes the Company’s stock options activity for the period ended October 31, 2007 and July 31, 2007: |
| | | | | | | |
| | | Period Ended | | | Year Ended | |
| | | October 31, 2007 | | | July 31, 2007 | |
| | | | | | Weighted | | | | | | Weighted | |
| | | | | | Average | | | | | | Average | |
| | | Number of | | | Exercise | | | Number of | | | Exercise | |
| | | Shares | | | Price | | | Shares | | | Price | |
| | | | | | | | | | | | | |
| Outstanding, beginning of period | | 3,632,500 | | $ | 0.38 | | | 2,206,000 | | $ | 0.11 | |
| Granted | | 190,000 | | $ | 0.28 | | | 2,685,000 | | $ | 0.42 | |
| Exercised | | - | | | - | | | (838,500 | ) | $ | 0.15 | |
| Cancelled | | - | | | - | | | (420,000 | ) | $ | 0.47 | |
| Outstanding, end of period | | 3,822,500 | | $ | 0.38 | | | 3,632,500 | | $ | 0.38 | |
At October 31, 2007, 2,666,250 (July 31, 2007 – 2,124,375) share purchase options were fully vested, and the following share purchase options were outstanding:
| | | | | | | | |
| | | Outstanding | | | | | Outstanding |
| Exercise | Expiry | July 31, | | | Cancelled | October 31, |
| Price | Date | 2007 | Issued | Exercised | /Expired | | 2007 |
| | | | | | | | |
| $0.13 | February 16, 2010 | 5,000 | - | | - - | | 5,000 |
| $0.16 | March 15, 2010 | 25,000 | - | | - - | | 25,000 |
| $0.12 | July 12, 2010 | 200,000 | - | | - - | | 200,000 |
| $0.37 | November 1, 2010 | 350,000 | - | | - - | | 350,000 |
| $0.40 | February 23, 2011 | 397,500 | - | | - | - | 397,500 |
| $0.58 | March 23, 2011 | 70,000 | - | | - | - | 70,000 |
| $0.61 | April 12, 2011 | 160,000 | - | - | | - | 160,000 |
| $0.38 | August 2, 2011 | 300,000 | - | - | - | | 300,000 |
| $0.60 | August 8, 2011 | 150,000 | - | - | - | | 150,000 |
| $0.24 | August 22, 2011 | 325,000 | - | - | - | | 325,000 |
| $0.24 | December 20, 2011 | 600,000 | - | - | - | | 600,000 |
| $0.51 | February 12, 2012 | 270,000 | - | - | - | | 270,000 |
| $0.50 | March 1, 2012 | 200,000 | - | - | - | | 200,000 |
| $0.54 | June 20, 2012 | 580,000 | - | - | - | | 580,000 |
| $0.28 | September 24, 2012 | - | 190,000 | - | - | | 190,000 |
| | | 3,632,500 | 190,000 | | - | - | 3,822,500 |
For the period ended October 31, 2007, the Company applied the fair value method in accounting for its stock options granted, and accordingly, stock-based compensation expense of $151,583 (2006 - $162,757) was recognized as an expense.
Within a one-year period, the number of shares issued cannot exceed a specified percentage of issued and outstanding shares for the following optionees:
| (i) | To any one optionee, 5%; |
| (ii) | To any insiders group, 20%; |
| (iii) | To any consultant, an aggregate of 2%; and |
| (iv) | To any eligible person who undertakes investor relations activities, 2%. |
| Vesting of the options is 25% upon TSX approval and 12.5% every quarter thereafter. |
15
ANGLO-CANADIAN URANIUM CORP. |
Notes to Consolidated Financial Statements |
For the quarter ended October 31, 2007 |
(Unaudited – Prepared by Management) |
6. | CAPITAL STOCK(Continued) |
| | |
| (d) | Warrants |
| | |
| | At October 31, 2007, the following warrants were outstanding: |
| | | |
| | | Number of Shares |
| | Exercise | October 31 | |
| Expiry Date | Price | 2007 | July 31, 2007 |
| | | | |
| December 30, 2006/2007 | $ 0.40 / $ 0.50 | 162,501 | 162,501 |
| Feb 15, 2007/2008 | $ 0.40 / $ 0.50 | 986,000 | 986,000 |
| August 29, 2008 | $ 0.55 | 499,998 | 499,998 |
| August 29, 2008 | $ 0.55 | 50,000 | 50,000 |
| September 12, 2008 | $ 0.60 | 700,000 | 700,000 |
| September 13, 2008 | $ 0.55 | 2,658,390 | 2,658,390 |
| September 13, 2008 | $ 0.60 | 300,000 | 300,000 |
| October 3, 2008 | $ 0.60 | 870,100 | 870,100 |
| April 10, 2009 | $ 0.75 | 1,107,000 | 1,107,000 |
| April 25, 2009 | $ 0.75 | 1,908,000 | 1,918,000 |
| | | | |
| | | 9,241,989 | 9,251,989 |
The following summarizes the Company’s warrants activity for the period ended October 31, 2007 and July 31, 2007:
| | | |
| | October 31, 2007 | July 31, 2007 |
| | Number of | Exercise | Number of | Exercise |
| | Shares | Price | Shares | Price |
| Outstanding, beginning of period | 9,251,989 | $0.40 - $0.75 | 4,461,832 | $0.15 - $0.40 |
| Granted | - | - | 8,647,598 | $0.55 - $0.75 |
| Exercised | - | - | (1,647,500) | $0.25 - $0.60 |
| Expired | (10,000) | $0.75 | (350,000) | $0.15 |
| | | | | |
| Outstanding, end of period | 9,241,989 | $0.40 - $0.75 | 9,251,989 | $0.40 - $0.75 |
| (e) | Contributed surplus |
| | |
| | Contributed surplus represents accumulated stock-based compensation expense, reduced by the fair value of the stock options exercised. |
| | | | | | | |
| | | October 31 | | | July 31 | |
| | | 2007 | | | 2007 | |
| | | | | | | |
| Balance, beginning of period | $ | 987,142 | | $ | 297,506 | |
| Fair value of stock-based compensation | | 151,583 | | | 780,672 | |
| Fair value of stock options exercised | | - | | | (91,036 | ) |
| | | | | | | |
| Balance, end of period | $ | 1,138,725 | | $ | 987,142 | |
16
ANGLO-CANADIAN URANIUM CORP. |
Notes to Consolidated Financial Statements |
For the quarter ended October 31, 2007 |
(Unaudited – Prepared by Management) |
7. | RELATED PARTY TRANSACTIONS |
| | |
| The Company had the following transactions with related parties: |
| | |
| (a) | Consulting fees includes $12,000 (2006 - $28,952) charged by an officer and director, management fee includes $39,000 (2006 - $25,500) charged by an officer and director, and $18,691 (2006 - $19,889) charged by directors for geological consulting; and |
| | |
| (b) | During the period officers and directors exercised Nil (2006 - 557,500) options for proceeds of $Nil (2006 - $72,100) and Nil (2006 - 30,000) warrants for proceeds of $Nil (2006 - $4,500). |
| | |
| (c) | During the period ended October 31, 2006, a director participated in a private placement and was issued 10,000 units for proceeds of $4,800. |
17