EXHIBIT 99.1
Condensed Interim Consolidated Financial Statements
(Expressed in Canadian Dollars)
For the three and six months ended June 30, 2012 and 2011
(Unaudited)
| Extorre Gold Mines Limited |
Condensed Interim Consolidated Statements of Financial Position (Expressed in Thousands of Canadian Dollars, Except Share Data) (Unaudited) |
| June 30, 2012 | December 31, 2011 | ||||||||
| Assets | |||||||||
| Current | |||||||||
| Cash and cash equivalents | (Note 3) | $ | 27,470 | $ | 26,204 | ||||
| Amounts receivable and prepaid expenses | 709 | 1,698 | |||||||
| Due from related parties | (Note 9) | 11 | - | ||||||
| 28,190 | 27,902 | ||||||||
| Property and equipment | (Note 4) | 9,890 | 5,036 | ||||||
| Mineral properties | (Note 5) | 130 | 124 | ||||||
| $ | 38,210 | $ | 33,062 | ||||||
| Liabilities | |||||||||
| Current | |||||||||
| Accounts payable and accrued liabilities | $ | 6,792 | $ | 2,750 | |||||
| Due to related parties | (Note 9) | 298 | 69 | ||||||
| 7,090 | 2,819 | ||||||||
| Shareholders’ Equity | |||||||||
| Share capital | (Note 6) | 200,309 | 175,230 | ||||||
| Contributed surplus | 20,962 | 19,728 | |||||||
| Deficit | (189,108 | ) | (163,362 | ) | |||||
| Accumulated other comprehensive loss | (1,043 | ) | (1,353 | ) | |||||
| 31,120 | 30,243 | ||||||||
| $ | 38,210 | $ | 33,062 | ||||||
| Contractual Obligations | (Note 12) | ||||||||
| Plan of Arrangement | (Note 12) | ||||||||
Approved by the Directors:
| “George Lawton” | Director |
| “James Strauss” | Director |
| See accompanying notes to the condensed interim consolidated financial statements |
2
| Extorre Gold Mines Limited |
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (Expressed in Thousands of Canadian Dollars, Except Share Data) (Unaudited) |
| For the three and six months ended June 30, 2012 |
| Three Months ended June 30, | Six Months ended June 30, | ||||||||||||||||
| 2012 | 2011 | 2012 | 2011 | ||||||||||||||
| Income | |||||||||||||||||
| Interest income | $ | 76 | $ | 69 | $ | 168 | $ | 185 | |||||||||
| Expenses | |||||||||||||||||
| Accounting and audit | 69 | 105 | 110 | 126 | |||||||||||||
| Administration salaries and consulting | (Note 7) | 165 | 398 | 351 | 948 | ||||||||||||
| Directors’ fees | (Note 7 ) | 37 | 731 | 87 | 1,920 | ||||||||||||
| Foreign exchange loss | 61 | 75 | 74 | 44 | |||||||||||||
| General and administration | (Note 11) | 325 | 365 | 545 | 493 | ||||||||||||
| Legal fees | 48 | 35 | 139 | 76 | |||||||||||||
| Management fees | (Note 7) | 289 | 957 | 637 | 2,151 | ||||||||||||
| Mineral property exploration expenditures | (Notes 5 and 7) | 12,357 | 10,481 | 22,294 | 19,077 | ||||||||||||
| Shareholder communications | (Note 7) | 233 | 295 | 469 | 544 | ||||||||||||
| Stock exchange listing and filing fees | 88 | 2 | 240 | 206 | |||||||||||||
| Transaction costs | 968 | - | 968 | - | |||||||||||||
| 14,640 | 13,444 | 25,914 | 25,585 | ||||||||||||||
| Net loss for the period | 14,564 | 13,375 | 25,746 | 25,400 | |||||||||||||
| Other comprehensive loss (income) | 53 | 541 | (310 | ) | 685 | ||||||||||||
| Comprehensive loss for the period | $ | 14,617 | $ | 13,916 | $ | 25,436 | $ | 26,085 | |||||||||
| Basic and diluted loss per common share from net loss for the period | $ | (0.15 | ) | $ | (0.15 | ) | $ | (0.27 | ) | $ | (0.29 | ) | |||||
| Weighted average number of common shares outstanding | 97,037,139 | 88,321,624 | 95,183,604 | 87,914,609 | |||||||||||||
| See accompanying notes to the condensed interim consolidated financial statements |
3
| Extorre Gold Mines Limited | ||||||||||||
Condensed Interim Consolidated Statements of Cash Flow (Expressed in Thousands of Canadian Dollars, Except Share Data) (Unaudited) |
| For the six months ended June 30, | 2012 | 2011 | |||||||
Operating Activities | |||||||||
| Net loss for the period | $ | (25,746 | ) | $ | (25,400 | ) | |||
Adjustments | |||||||||
| Amortization | (Note 4) | 222 | 159 | ||||||
| Share-based compensation | (Note 7) | 1,902 | 6,862 | ||||||
| (23,622 | ) | (18,379 | ) | ||||||
| Changes in non-cash working capital items: | |||||||||
| Amounts receivable and prepaid expenses | 1,069 | (117 | ) | ||||||
| Due from related parties | (11 | ) | 20 | ||||||
| Due to related parties | 229 | 21 | |||||||
| Accounts payable and accrued liabilities | 3,987 | 1,190 | |||||||
| Cash flows from operating activities | (18,348 | ) | (17,265 | ) | |||||
| Financing Activities | |||||||||
| Issue of share capital for cash | (Note 6) | 25,990 | 2,138 | ||||||
| Share issue costs | (1,579 | ) | - | ||||||
| Cash flows from financing activities | 24,411 | 2,138 | |||||||
| Investing Activities | |||||||||
| Acquisition of property and equipment | (Note 4) | (4,825 | ) | (5,627 | ) | ||||
| Cash flows from investing activities | (4,825 | ) | (5,627 | ) | |||||
| Effect of foreign exchange rate change on cash and cash equivalents | 28 | (176 | ) | ||||||
| Net increase (decrease) in cash and cash equivalents | 1,266 | (20,930 | ) | ||||||
| Cash and cash equivalents – beginning of the period | 26,204 | 46,102 | |||||||
| Cash and cash equivalents – end of the period | $ | 27,470 | $ | 25,172 | |||||
| See accompanying notes to the condensed interim consolidated financial statements |
4
| Extorre Gold Mines Limited |
Condensed Interim Consolidated Statements of Changes in Equity (Expressed in Thousands of Canadian Dollars, Except Share Data) |
| Issued Share Capital | ||||||||||||||||||
Number of Shares | Amount | Contributed Surplus | Deficit | Accumulated Other Comprehensive Loss | Total Shareholders’ Equity | |||||||||||||
| Balance at December 31, 2010 | 87,473,627 | $ | 144,641 | $ | 11,168 | $ | (107,916 | ) | $ | (555 | ) | $ | 47,338 | |||||
| Activity during the period: | ||||||||||||||||||
| - Exercise of stock options | 1,368,750 | 1,614 | - | - | - | 1,614 | ||||||||||||
| - Exercise of warrants | 106,000 | 530 | - | - | - | 530 | ||||||||||||
- Contributed surplus allocated on exercise of warrants and options | 1,098 | (1,098 | ) | - | - | - | ||||||||||||
| - Share issue costs | - | (6 | ) | - | - | - | (6 | ) | ||||||||||
| - Share-based compensation recognized | - | - | 6,862 | - | - | 6,862 | ||||||||||||
| - Other comprehensive loss | - | - | - | - | (685 | ) | (685 | ) | ||||||||||
| - Net loss for the period | - | - | - | (25,400 | ) | - | (25,400 | ) | ||||||||||
| Balance at June 30, 2011 | 88,948,377 | $ | 147,877 | $ | 16,932 | $ | (133,316 | ) | $ | (1,240 | ) | $ | 30,253 | |||||
| Activity during the period: | ||||||||||||||||||
| - Equity financing net of share issue costs | 2,400,000 | 23,522 | - | - | - | 23,522 | ||||||||||||
| - Exercise of stock options | 869,562 | 1,457 | - | - | - | 1,457 | ||||||||||||
| - Exercise of warrants | 349,000 | 1,745 | - | - | - | 1,745 | ||||||||||||
- Contributed surplus allocated on exercise of warrants and options | - | 1,239 | (1,239 | ) | - | - | - | |||||||||||
| - Share-based compensation recognized | - | - | 3,425 | - | - | 3,425 | ||||||||||||
| - Agent’s warrants | - | (610 | ) | 610 | - | - | - | |||||||||||
| - Other comprehensive loss | - | - | - | - | (113 | ) | (113 | ) | ||||||||||
| - Net loss for the period | - | - | - | (30,046 | ) | - | (30,046 | ) | ||||||||||
| Balance at December 31, 2011 | 92,566,939 | $ | 175,230 | $ | 19,728 | $ | (163,362 | ) | $ | (1,353 | ) | $ | 30,243 | |||||
| Activity during the period: | ||||||||||||||||||
| - Equity financing net of share issue costs | 3,530,000 | 23,484 | - | - | - | 23,484 | ||||||||||||
| - Exercise of stock options | 1,385,400 | 927 | - | - | - | 927 | ||||||||||||
| - Contributed surplus allocated on exercise of options | - | 668 | (668 | ) | - | - | - | |||||||||||
| - Share-based compensation recognized | - | - | 1,902 | - | - | 1,902 | ||||||||||||
| - Other comprehensive income | - | - | - | - | 310 | 310 | ||||||||||||
| - Net loss for the period | - | - | - | (25,746 | ) | - | (25,746 | ) | ||||||||||
| Balance at June 30, 2012 | 97,482,339 | $ | 200,309 | $ | 20,962 | $ | (189,108 | ) | $ | (1,043 | ) | $ | 31,120 | |||||
See accompanying notes to the condensed interim consolidated financial statements
5
| Extorre Gold Mines Limited |
Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2012 and 2011 (Unaudited) |
1. Nature of Business
Extorre Gold Mines Limited (“Extorre” or the “Company”) is an exploration stage company incorporated under the laws of Canada and together with its subsidiaries, it is engaged in the acquisition and exploration of mineral properties located in Argentina.
The Company is in the process of exploring its mineral properties and has not yet determined whether these properties contain mineral reserves that are economically recoverable. The continued operations of the Company and the recoverability of the amounts shown for property and equipment and mineral properties are dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of such properties, and the profitable production from or disposition of such properties.
The Company has its primary listing on the Toronto Stock Exchange and a secondary listing on the NYSE MKT LLC. The Company’s head office is located at 1660 - 999 West Hastings Street, Vancouver, BC, Canada, V6C 2W2.
| 2. | Basis of Preparation |
These condensed interim consolidated financial statements have been prepared in compliance with International Financial Reporting Standards (“IFRS) as issued by the International Accounting Standards Board applicable to the preparation of the interim financial statements, including International Accounting Standard (“IAS”) 34 Interim Financial Reporting. Accordingly, the accounting policies followed by the Company are set out in Note 5 of the audited consolidated financial statements for the year ended December 31, 2011, and have been consistently followed in the preparation of these condensed interim consolidated financial statements. These condensed interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements. These condensed interim financial statements were approved and authorized by the Audit Committee of the Board of Directors for issue on August 8, 2012.
| 3. | Cash and Cash Equivalents |
| (in thousands) | June 30, 2012 | December 31, 2011 | |||||
| Cash | $ | 2,975 | $ | 2,203 | |||
| Investment Savings Accounts | 2,007 | 1,513 | |||||
| Guaranteed Investment Certificates | 22,488 | 22,488 | |||||
| Total | $ | 27,470 | $ | 26,204 | |||
6
| Extorre Gold Mines Limited |
Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2012 and 2011 (Unaudited) |
| 4. | Property and Equipment |
| (in thousands) | Computer Equipment | Computer Software | Equipment including Vehicles | Field Camp | Leasehold Improvements | Land | Total | |||||||||||||||||||||
| Cost | ||||||||||||||||||||||||||||
| As at January 1, 2011 | $ | 71 | $ | 47 | $ | 441 | $ | - | $ | - | $ | - | $ | 559 | ||||||||||||||
| Additions | 58 | - | 1,028 | - | 31 | 4,747 | 5,864 | |||||||||||||||||||||
| Effect of movements in exchange rates | (17 | ) | (8 | ) | (177 | ) | - | - | (596 | ) | (798 | ) | ||||||||||||||||
| Balance as at December 31, 2011 | $ | 112 | $ | 39 | $ | 1,292 | $ | - | $ | 31 | $ | 4,151 | $ | 5,625 | ||||||||||||||
| Depreciation | ||||||||||||||||||||||||||||
| As at January 1, 2011 | $ | (29 | ) | $ | (34 | ) | $ | (257 | ) | $ | - | $ | - | $ | - | $ | (320 | ) | ||||||||||
| Charged for the year | (39 | ) | (6 | ) | (324 | ) | - | (3 | ) | - | (372 | ) | ||||||||||||||||
| Effect of movements in exchange rates | 14 | 4 | 85 | - | - | - | 103 | |||||||||||||||||||||
| Balance as at December 31, 2011 | $ | (54 | ) | $ | (36 | ) | $ | (496 | ) | $ | - | $ | (3 | ) | $ | - | $ | (589 | ) | |||||||||
| Net carrying value | ||||||||||||||||||||||||||||
| As at January 1, 2011 | $ | 42 | $ | 13 | $ | 184 | $ | - | $ | - | $ | - | $ | 239 | ||||||||||||||
| As at December 31, 2011 | $ | 58 | $ | 3 | $ | 796 | $ | - | $ | 28 | $ | 4,151 | $ | 5,036 | ||||||||||||||
| Cost | ||||||||||||||||||||||||||||
| As at January 1, 2012 | $ | 112 | $ | 39 | $ | 1,292 | $ | - | $ | 31 | $ | 4,151 | $ | 5,625 | ||||||||||||||
| Transfer of assets | - | - | (140 | ) | 140 | - | - | - | ||||||||||||||||||||
| Additions | 66 | 16 | 290 | 4,453 | - | - | 4,825 | |||||||||||||||||||||
| Effect of movements in exchange rates | 2 | 2 | 60 | - | - | 203 | 267 | |||||||||||||||||||||
| Balance as at June 30, 2012 | $ | 180 | $ | 57 | $ | 1,502 | $ | 4,593 | $ | 31 | $ | 4,354 | $ | 10,717 | ||||||||||||||
| Depreciation | ||||||||||||||||||||||||||||
| As at January 1, 2012 | $ | (54 | ) | $ | (36 | ) | $ | (496 | ) | $ | - | $ | (3 | ) | $ | - | $ | (589 | ) | |||||||||
| Transfer of assets | 9 | (9 | ) | - | - | - | - | - | ||||||||||||||||||||
| Charged for the period | (35 | ) | (3 | ) | (180 | ) | - | (4 | ) | - | (222 | ) | ||||||||||||||||
| Effect of movements in exchange rates | (2 | ) | 8 | (22 | ) | - | - | - | (16 | ) | ||||||||||||||||||
| Balance as at June 30, 2012 | $ | (82 | ) | $ | (40 | ) | $ | (698 | ) | $ | - | $ | (7 | ) | $ | - | $ | (827 | ) | |||||||||
| Net carrying value | ||||||||||||||||||||||||||||
| As at January 1, 2012 | $ | 58 | $ | 3 | $ | 796 | $ | - | $ | 28 | $ | 4,151 | $ | 5,036 | ||||||||||||||
| As at June 30, 2012 | $ | 98 | $ | 17 | $ | 804 | $ | 4,593 | $ | 24 | $ | 4,354 | $ | 9,890 | ||||||||||||||
7
| Extorre Gold Mines Limited |
Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2012 and 2011 (Unaudited) |
| 5. | Mineral Properties - Acquisition and Exploration Costs |
| a) | Acquisition Costs |
| June 30, 2012 (in thousands) | |||||||||||
Balance beginning of the period | Translation Adjustment | Balance end of the period | |||||||||
| CVSA Properties | $ | 124 | $ | 6 | $ | 130 | |||||
| December 31, 2011 (in thousands) | |||||||||||
Balance beginning of the year | Translation Adjustment | Write off of Mineral Properties | Balance end of the year | ||||||||
| Don Sixto | $ | 2,686 | $ | (68 | ) | $ | (2,618 | ) | $ | - | |
| CVSA Properties | 161 | (37 | ) | - | 124 | ||||||
| $ | 2,847 | $ | (105 | ) | $ | (2,618 | ) | $ | 124 | ||
Cognito Limited
By a Principles of Agreement dated October 27, 2002, an Option to Purchase, Acquisition and Joint Venture Agreement dated January 18, 2003, and an agreement dated April 30, 2003, the Company acquired the right, subject to the payment noted below, to earn a 100% interest in Cognito, including the Don Sixto project. The Don Sixto project is subject to a 3.5% net smelter royalty (“NSR”). (See note 5(c)(iii))
Effective July 22, 2003, 1,600,000 shares were issued and $25,000 paid for the right to earn a 100% interest in Cognito. Direct costs of the acquisition totalled $3,000. At that date, $348,000 being the fair value of the consideration paid for that right was recorded as mineral property acquisition cost. Effective July, 2005, to exercise the option to acquire a 100% interest in Cognito, a further 2,500,000 shares were issued having a fair value of $2.5 million which was recorded as a mineral property acquisition cost.
| Estelar Resources Limited |
Effective July 22, 2003, a 100% interest in Estelar was acquired for consideration of 1,000,000 shares (fair value of $238,000), which was recorded as a mineral property acquisition cost.
8
| Extorre Gold Mines Limited |
Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2012 and 2011 (Unaudited) |
| 5. | Mineral Properties - Acquisition and Exploration Costs (Continued) |
| b) | Exploration Costs |
The table below shows the exploration expenditures of the Company for the six month periods ended June 30, 2012 and 2011:
| (in thousands) | Cerro Moro | Other Santa Cruz | Don Sixto & Other | 2012 | 2011 | |||||||||
| Assays | $ | 1,359 | $ | 13 | $ | 22 | $ | 1,394 | $ | 737 | ||||
| Consultants and contractors | 886 | 1 | - | 887 | 245 | |||||||||
| Drilling | 6,623 | 46 | 78 | 6,747 | 7,201 | |||||||||
Engineering and metallurgical * | 1,671 | - | - | 1,671 | 776 | |||||||||
| Environmental | 307 | - | 12 | 319 | 232 | |||||||||
| Field camp | 1,914 | 49 | 51 | 2,014 | 1,430 | |||||||||
Geological * | 520 | 34 | 42 | 596 | 1,557 | |||||||||
| Hydrology | 267 | - | - | 267 | 59 | |||||||||
| Infrastructure | 27 | - | - | 27 | 89 | |||||||||
| IVA tax | 2,602 | 42 | 59 | 2,703 | 1,517 | |||||||||
| Legal and title | 45 | 21 | 4 | 70 | 78 | |||||||||
| Office operations | 1,822 | 61 | 120 | 2,003 | 873 | |||||||||
| Resource development | 49 | - | - | 49 | 116 | |||||||||
| Travel | 1,149 | 32 | 52 | 1,233 | 1,401 | |||||||||
Wages and benefits * | 2,141 | 24 | 149 | 2,314 | 2,766 | |||||||||
| Exploration costs for the period | $ | 21,382 | $ | 323 | $ | 589 | $ | 22,294 | $ | 19,077 | ||||
| Cumulative exploration costs | $ | 106,895 | $ | 14,457 | $ | 21,007 | $ | 142,359 | $ | 96,288 | ||||
* Includes share-based compensation as reflected below:
| (in thousands) | Cerro Moro | Other Santa Cruz | Don Sixto & Other | 2012 | 2011 | ||||||||||
| Engineering and metallurgical | $ | 711 | $ | - | $ | - | $ | 711 | $ | 73 | |||||
| Geological | 263 | - | - | 263 | 1,006 | ||||||||||
| Wages and benefits | 766 | - | - | 766 | 1,351 | ||||||||||
| Total | $ | 1,740 | $ | - | $ | - | $ | 1,740 | $ | 2,430 | |||||
| c) | Agreements |
| i) | CVSA Properties - Argentina |
By an Exploration and Option Agreement dated December 30, 2003, Estelar obtained the right to acquire a 100% interest in the Cerro Moro, Santa Cruz, Chubut and Rio Negro Projects (comprised of thirty-nine mineral concessions) (the “Properties”), located in Santa Cruz, Chubut and Rio Negro Provinces, Argentina, from Cerro Vanguardia (“CVSA”) by making cash payments of US$100,000 (paid) and incurring US$3.0 million (incurred) in exploration expenditures. CVSA holds a 2% NSR in Cerro Moro and the various other projects in Santa Cruz acquired by the Company.
9
| Extorre Gold Mines Limited |
Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2012 and 2011 (Unaudited) |
| 5. | Mineral Properties - Acquisition and Exploration Costs (Continued) |
| ii) | Fomicruz |
On March 2, 2009 Estelar signed a definitive agreement with Fomento Minera de Santa Cruz Sociedad del Estado (“Fomicruz”), a mining company owned by the government of Santa Cruz Province, Argentina. The Agreement allows for Estelar to acquire up to an 80% interest in certain licenses, adjacent to the Cerro Moro project, owned by Fomicruz, by spending US$10 million over a number of years. It further provides for Fomicruz to acquire a five percent participating interest in the Cerro Moro project following the granting of mining permits. Estelar will manage the potential future development of both the Cerro Moro project and the areas covered by Fomicruz licenses and will fund all exploration and development costs.
| iii) | Don Sixto -Argentina |
By an agreement dated February 27, 2003, Cognito has the right to acquire a 100% interest (subject to a 3.5% NSR which may be purchased for US$1.0 million) in the Don Sixto Project, located in Mendoza Province, Argentina, for consideration of cash payments totalling US$525,000 paid or payable as follows:
| - | US$175,000 on signing and anniversary dates to December 15, 2007; (paid) and |
| - | US$50,000* on or before December 15 of each year thereafter up to and including December 15, 2014. |
| * Due to the current anti-mining legislation these payments have been suspended until the legislation is changed (see below for more details). |
Cognito may terminate the payments described above upon making a development decision in respect to the project; provided that production must commence within two years of that decision.
Early in 2007, Cognito expanded its holding around Don Sixto by signing an option agreement over additional exploration rights situated to the immediate north of Don Sixto. The terms for the option agreement provide for annual payments of US$25,000 over six years followed by a purchase price comprising three annual payments of US$200,000. Should Cognito exercise its option to purchase the property, the annual payments cease. There are no expenditure requirements.
In December 2005, Cognito purchased the surface rights covering the area of the proposed mine development at Don Sixto at a cost of $78,000. In addition, Cognito is required to build two dwellings elsewhere on the property at an estimated cost of $75,000. The previous owners of the property retain the right to re-acquire the property upon completion of mining activities.
On June 20, 2007 the Mendoza Provincial government introduced anti-mining legislation which may preclude development of mining projects in Mendoza Province. The Company has delayed all exploration and independent engineering studies in Mendoza and filed an action in the Mendoza Supreme Court to have this anti-mining legislation declared unconstitutional.
During the year ended December 31, 2008, the Company entered an agreement with the property owners deferring the annual payments until such time as the legislation is amended such that mining can be conducted in Mendoza Province.
During the year ended December 31, 2011, following the Mendoza Government’s rejection of the environmental approval application for commencement of mining filed by another mining company in the province, the Company determined to write down its investment in the Don Sixto project. The constitutional challenge filed by the Company remains in front of the Mendoza Supreme Court and until such time as a decision is handed down by the courts and the constitutional challenge is withdrawn, the Company expects to incur only minimal expenditures to secure the property.
10
| Extorre Gold Mines Limited |
Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2012 and 2011 (Unaudited) |
| 6. | Share Capital |
The Company is authorized to issue an unlimited number of common shares without par value and an unlimited number of preferred shares.
| June 30, 2012 | December 31, 2011 | |||||||||||
| Number of Shares | Amount (in thousands) | Number of Shares | Amount (in thousands) | |||||||||
| Balance, beginning of period | 92,566,939 | $ | 175,230 | 87,473,627 | $ | 144,641 | ||||||
| Issued during the period for cash: | ||||||||||||
| Equity financing | 3,530,000 | 25,063 | 2,400,000 | 25,200 | ||||||||
| Exercise of options | 1,385,400 | 927 | 2,238,312 | 3,071 | ||||||||
| Exercise of warrants | - | - | 455,000 | 2,275 | ||||||||
| Share issue costs | - | (1,579 | ) | - | (2,294 | ) | ||||||
| Contributed surplus allocated | ||||||||||||
| Exercise of options | - | 668 | - | 1,802 | ||||||||
| Exercise of warrants | - | - | - | 535 | ||||||||
| Balance, end of period | 97,482,339 | $ | 200,309 | 92,566,939 | $ | 175,230 | ||||||
On March 16, 2012, the Company closed a bought deal private placement financing. The underwriter purchased 3,530,000 common shares of the Company at a price of $7.10 per share for gross proceeds of $25.1 million. Share issue costs in relation to the financing totaled $1,579,000.
11
| Extorre Gold Mines Limited |
Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2012 and 2011 (Unaudited) |
| 7. | Stock Option Plan |
The Company has adopted an incentive stock option plan (the “Plan”), the essential elements of which are as follows: The aggregate number of shares of the Company’s capital stock issuable pursuant to options granted under the Plan, which was approved by shareholders on March 11, 2010, may not exceed 15% of the issued and outstanding shares of the Company at the time of the option grant. At June 30, 2012, the maximum number of options issuable under the Plan was 14,622,351. The Plan provides for a limit on insider participation such that the shares reserved for issuance to insiders does not exceed 10% of the issued and outstanding shares of the Company. Options granted under the Plan may have a maximum term of ten years. Unless subsequently amended, the exercise price of options granted under the Plan cannot be less than the last closing market price of the Company’s shares immediately preceding the grant date. Options granted under the Plan are generally exercisable immediately following the grant, however certain options may be subject to vesting at times as determined by the directors of the Company and the Toronto Stock Exchange.
A summary of the changes in share options during the period is as follows:
| June 30, 2012 | December 31, 2011 | ||||||||||||||
| Options | Weighted Average Exercise Price | Options | Weighted Average Exercise Price | ||||||||||||
| Options outstanding, beginning of period | 10,343,213 | $ | 3.13 | 12,200,525 | $ | 2.62 | |||||||||
| Cancelled | (112,500 | ) | 6.80 | (19,000 | ) | 6.30 | |||||||||
| Exercised | (1,385,400 | ) | 0.58 | (2,238,312 | ) | 1.37 | |||||||||
| Granted | 400,000 | 7.10 | 400,000 | 8.89 | |||||||||||
| Options outstanding, end of period | 9,245,313 | $ | 3.63 | 10,343,213 | $ | 3.13 | |||||||||
The following table summarizes information about the stock options outstanding at June 30, 2012.
| Outstanding Options | Exercisable Options | ||||||||||||||||||||
| Range of Prices ($) | Number | Weighted Average Remaining Life (Years) | Weighted Average Exercise Price | Number | Weighted Average Exercise Price | ||||||||||||||||
| 0.01 - 1.00 | 2,107,250 | 1.46 | $ | 0.59 | 2,107,250 | $ | 0.59 | ||||||||||||||
| 1.01 - 2.00 | 1,858,750 | 2.55 | 1.40 | 1,858,750 | 1.38 | ||||||||||||||||
| 2.01 - 3.00 | 1,163,500 | 2.88 | 2.57 | 1,163,500 | 2.57 | ||||||||||||||||
| 4.01 - 5.00 | 655,000 | 3.19 | 4.60 | 655,000 | 4.60 | ||||||||||||||||
| 5.01 - 6.00 | 420,000 | 3.19 | 5.06 | 420,000 | 5.06 | ||||||||||||||||
| 6.01 | + | 3,040,813 | 3.74 | 7.09 | 2,120,532 | 6.97 | |||||||||||||||
| 9,245,313 | 2.81 | $ | 3.63 | 8,325,033 | $ | 3.26 | |||||||||||||||
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| Extorre Gold Mines Limited |
Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2012 and 2011 (Unaudited) |
| 7. | Stock Option Plan (Continued) |
Share-based compensation expense of $1,902,000 (2011 - $6,862,000) was recognized during the period and was allocated to contributed surplus. Share-based compensation has been allocated as follows:
| (in thousands) | Three Months ended June 30 | Six Months ended June 30 | |||||||||||||
| 2012 | 2011 | 2012 | 2011 | ||||||||||||
| Administration salaries and consulting | $ | 49 | $ | 299 | $ | 103 | $ | 753 | |||||||
| Directors’ fees | - | 731 | 12 | 1,920 | |||||||||||
| Management fees | - | 760 | 47 | 1,756 | |||||||||||
| Mineral property exploration expenditures | 878 | 1,145 | 1,740 | 2,430 | |||||||||||
| Shareholder communications | - | - | - | 3 | |||||||||||
| Total | $ | 927 | $ | 2,935 | $ | 1,902 | $ | 6,862 | |||||||
Option pricing models require the input of highly subjective assumptions including the expected price volatility of the Company’s shares. Changes in input assumptions can materially affect the fair value estimate, and, therefore, these models do not necessarily provide a reliable single measure of the fair value of the Company’s stock options.
| 8. | Warrants |
At June 30, 2012 the Company had 120,000 (December 31, 2011 -120,000) share purchase warrants exercisable at a price of $11.15 (2011 - $11.15). The share purchase warrants expired subsequent to June 30, 2012.
| 9. | Related Party Transactions |
Amounts due to related parties of $298,000 at June 30, 2012 (December 31, 2011 - $69,000) are for management, consulting and exploration fees and for expenses incurred while conducting the Company’s business, and ongoing exploration expenditures payable to a related company. The amounts due to related parties are non-interest bearing and are due on demand.
Amounts due from related parties of $11,000 at June 30, 2012 (December 31, 2011 - $Nil) is for the recovery of common expenditures from an associated company. The amounts due from related parties are non-interest bearing and are due on demand.
During the six months ended June 30, 2012 a total of $921,000 (2011 - $648,000), comprised of consulting and management fees of $608,000 (2011 - $393,000) and administrative fees of $313,000 (2011 - $255,000) was paid or accrued for related party transactions as described below:
| (i) | Management and consulting fees are comprised of: |
| (a) | Exploration and consulting fees of $70,000 (2011 - $70,000) were paid or accrued to a corporation of which a Co-Chairman is a principal. As at June 30, 2012, the Company owed $Nil (2011 - $Nil). |
| (b) | Management fees of $87,000 (2011 - $87,000) were paid or accrued to a corporation of which a Co-Chairman is a principal. As at June 30, 2012, the Company owed $17,000 (2011 - $8,000). |
| (c) | Management fees of $100,000 (2011 - $100,000) were paid or accrued to a corporation of which the Senior Vice President is a principal. As at June 30, 2011, the Company owed $Nil (2011 - $Nil). |
| (d) | Management fees of $211,000 (2011 - $Nil) were paid or accrued to a corporation of which the Chief Executive Officer is a principal. As at June 30, 2012, the Company owed $211,000 (2011 - $Nil). |
| (e) | Management fees of $100,000 (2011 - $100,000) were paid or accrued to a corporation controlled by the Vice-President Finance. As at June 30, 2012, the Company owed $23,000 (2011 - $Nil). |
13
| Extorre Gold Mines Limited |
Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2012 and 2011 (Unaudited) |
| 9. | Related Party Transactions (Continued) |
| (f) | Consulting Fees of $40,000 (2011 - $36,000) were paid or accrued to a corporation of which the Vice |
President Corporate Development is a principal. As at June 30, 2012, the Company owed $Nil (2011 - $Nil).
In addition, the Company reimburses expenditures incurred while conducting ongoing Company business.
| (ii) | Administrative fees are comprised of: |
| (a) | Administrative fees of $313,000 (2011 - $255,000) for the provision of office facilities and staff to the Company, were paid or accrued to Exeter Resource Corporation (“Exeter”). As at June 30, 2012, the Company owed $47,000 (2011 - $61,000). |
The Company reached an agreement with Exeter whereby the Company reimburses Exeter for common expenditures incurred, based upon a mutually agreed percentage allocation of such expenditures. For the six month period ending June 30, 2012, the percentage allocation was 40%, resulting in net $248,000 being reimbursed to Exeter for administrative support and office overhead.
| 10. | Executive Compensation |
Key management personnel are those persons that have the authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel of the Company include executive officers and the board of directors.
The following compensation has been provided to key management personnel for the three and six month periods ended June 30, 2012 and 2011:
| (in thousands) | Three Months ended June 30 | Six Months ended June 30 | |||||||||||||
| 2012 | 2011 | 2012 | 2011 | ||||||||||||
| Compensation - cash and benefits | $ | 431 | $ | 279 | $ | 853 | $ | 558 | |||||||
| Compensation - share-based compensation | 267 | 1,535 | 552 | 4,055 | |||||||||||
| Total | $ | 698 | $ | 1,814 | $ | 1,405 | $ | 4,613 | |||||||
11. Expenses by nature
General and administration expense is made up of the following:
| (in thousands) | Three Months ended June 30 | Six Months ended June 30 | |||||||||||||
| 2012 | 2011 | 2012 | 2011 | ||||||||||||
| Bank charges | $ | 52 | $ | 24 | $ | 72 | $ | 43 | |||||||
| Office | 125 | 264 | 243 | 299 | |||||||||||
| Rent | 24 | 30 | 48 | 45 | |||||||||||
| Telecommunications | 7 | 7 | 16 | 12 | |||||||||||
| Transfer agent | 5 | 15 | 13 | 22 | |||||||||||
| Travel and promotion | 112 | 25 | 153 | 72 | |||||||||||
| Total | $ | 325 | $ | 365 | $ | 545 | $ | 493 | |||||||
14
| Extorre Gold Mines Limited |
Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2012 and 2011 (Unaudited) |
12. Contractual Obligations
The Company leases offices in Argentina and Canada and has expenditure and option payment obligations related to its properties. Option payments and property expenditure obligations are contingent on exploration results and can be cancelled at any time should exploration results so warrant (see note 5(c)). Office lease commitments and the construction of the field camp are summarized in the table below:
Payments Due by Year (in thousands) | |||||||||||
| Total | 2012 | 2013-2014 | 2015-2016 | ||||||||
| Field Camp* | $ | 1,774 | $ | 1,774 | $ | - | $ | - | |||
| Office leases | |||||||||||
- Argentina | 559 | 179 | 366 | 14 | |||||||
- Canada** | 333 | 43 | 174 | 116 | |||||||
| Total | $ | 2,666 | $ | 1,996 | $ | 540 | $ | 130 | |||
The Company has various property access agreements, which are renewed periodically, related to its projects at an estimated cost of approximately $228,000 per year.
In addition, upon the decision to commence mining at Don Sixto, the Company is required to build two houses for the original owners of the Don Sixto property at an estimated cost of $75,000.
| * The amount relates to the construction of a new modular camp facility for the Cerro Moro project. |
** The Company together with two associated companies has entered into a lease for office premises. The amount reflected above is the Company’s share of the lease obligation. |
| 13. | Segmented Information |
The Company’s activities are all in the one industry segment of mineral property acquisition, exploration and development. The following disclosures are on a geographic basis:
As at June 30, 2012 (in thousands) | Canada | Argentina | Total | |||||||||
| Cash and cash equivalents | $ | 27,359 | $ | 111 | $ | 27,470 | ||||||
| Amounts receivable and prepaid expenses | 343 | 366 | 709 | |||||||||
| Due from related parties | 11 | - | 11 | |||||||||
| Property and equipment | 53 | 9,837 | 9,890 | |||||||||
| Mineral properties | - | 130 | 130 | |||||||||
| 27,766 | 10,444 | 38,210 | ||||||||||
| Current Liabilities | (2,290 | ) | (4,800 | ) | (7,090 | ) | ||||||
| $ | 25,476 | $ | 5,644 | $ | 31,120 | |||||||
| Three months ended June 30, 2012 | ||||||||||||
| Mineral property exploration expenditures | $ | - | $ | 12,357 | $ | 12,357 | ||||||
| Net loss | 2,201 | 12,363 | 14,564 | |||||||||
| Six months ended June 30, 2012 | ||||||||||||
| Mineral property exploration expenditures | - | 22,294 | 22,294 | |||||||||
| Net loss | $ | 3,396 | $ | 22,350 | $ | 25,746 | ||||||
15
| Extorre Gold Mines Limited |
Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2012 and 2011 (Unaudited) |
| 13. | Segmented Information (Continued) |
As at December 31, 2011 (in thousands) | Canada | Argentina | Total | |||||||||
| Cash and cash equivalents | $ | 24,586 | $ | 1,618 | $ | 26,204 | ||||||
| Amounts receivable and prepaid expenses | 521 | 1,177 | 1,698 | |||||||||
| Property and equipment | 82 | 4,954 | 5,036 | |||||||||
| Mineral properties | - | 124 | 124 | |||||||||
| 25,189 | 7,873 | 33,062 | ||||||||||
| Current Liabilities | (987 | ) | (1,832 | ) | (2,819 | ) | ||||||
| $ | 24,202 | $ | 6,041 | $ | 30,243 | |||||||
| Three months ended June 30, 2011 | ||||||||||||
| Mineral property exploration expenditures | $ | - | $ | 10,481 | $ | 10,481 | ||||||
| Net loss | 6,285 | 19,115 | 25,400 | |||||||||
| Six months ended June 30, 2011 | ||||||||||||
| Mineral property exploration expenditures | - | 19,077 | 19,077 | |||||||||
| Net loss | $ | 6,285 | $ | 19,115 | $ | 25,400 | ||||||
No revenues were earned in either of the geographic areas.
| 14. | Plan of Arrangement |
On June 18, 2012, the Company announced that it had entered into a definitive agreement (the “Agreement”) with Yamana Gold Inc. (“Yamana”) pursuant to which Yamana will acquire all of the issued and outstanding common shares of Extorre (“Extorre Shares”) by way of a statutory plan of arrangement (the “Arrangement”) under the Canada Business Corporations Act.
Completion of the Arrangement is subject to certain customary conditions, including receipt of all necessary court, shareholder and regulatory approvals. The Agreement also provides for, among other things, customary non-solicitation covenants, a “right to match” in favour of Yamana in the event of a superior proposal and the payment by Extorre to Yamana of a $15 million termination fee should the Arrangement Agreement be terminated by Extorre in certain circumstances.
The special meeting for Extorre shareholders to approve the Arrangement is expected to occur on or about August 15, 2012. The Arrangement must be approved by 66⅔% of the Extorre Shares voted at the meeting.
16