EXHIBIT 99.1
MINERA ANDES INC.
December 31, 2011 and 2010
(stated in thousands of United States dollars)
INDEX
Report of Independent Registered Public Accounting Firm |
| Page 2 | |
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Consolidated Financial Statements |
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· | Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) |
| Page 3 |
· | Consolidated Balance Sheets |
| Page 4 |
· | Consolidated Statements of Changes in Shareholders’ Equity |
| Page 5 |
· | Consolidated Statements of Cash Flows |
| Page 6 |
· | Notes to Consolidated Financial Statements |
| Page 7 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of McEwen Mining Inc.
We have audited the accompanying consolidated balance sheets of Minera Andes Inc. as of December 31, 2011 and December 31, 2010 and the related consolidated statements of income (loss) and comprehensive income (loss), changes in shareholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2011. These consolidated financial statements are the responsibility of Minera Andes Inc.’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Minera Andes Inc. as of December 31, 2011 and December 31, 2010, and its consolidated results of operations and its consolidated cash flows for each of the years in the two-year period ended December 31, 2011 in conformity with U.S. generally accepted accounting principles.
/s/ KPMG LLP
Chartered Accountants, Licensed Public Accountants
Toronto, Canada
April 4, 2012
MINERA ANDES INC.
CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
(stated in thousands of United States dollars, except share and per share amounts)
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| Year Ended |
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| December 31, |
| December 31, |
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| Note |
| 2011 |
| 2010 |
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| (restated - Note 2a) |
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REVENUE |
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Income on investment in Minera Santa Cruz S.A. |
| 4 |
| $ | 46,819 |
| $ | 33,691 |
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Less amortization of deferred costs |
| 4 |
| (1,837 | ) | (1,673 | ) | ||
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| 44,982 |
| 32,018 |
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COST AND EXPENSES |
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General and administrative |
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| 9,268 |
| 5,435 |
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Property holding costs |
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| 97 |
| 1,301 |
| ||
Exploration costs |
|
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| 14,686 |
| 12,137 |
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Depreciation |
|
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| 81 |
| 19 |
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Total costs and expenses |
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| 24,132 |
| 18,892 |
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Operating income |
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| 20,850 |
| 13,126 |
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OTHER INCOME (EXPENSE) |
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Interest income |
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| 164 |
| 17 |
| ||
Project loan interest expense |
| 4 |
| (1,691 | ) | (2,514 | ) | ||
Project loan interest income |
| 4 |
| 1,691 |
| 2,514 |
| ||
Unrealized gain (loss) on fair value of derivative liability |
|
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| 6,118 |
| (20,283 | ) | ||
Foreign currency (loss) gain |
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| (590 | ) | 462 |
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Total other income (expense) |
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| 5,692 |
| (19,804 | ) | ||
Net income (loss) and comprehensive income (loss) |
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| 26,542 |
| (6,678 | ) | ||
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Earnings (loss) per share |
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Basic and diluted |
| 5d |
| $ | 0.09 |
| $ | (0.03 | ) |
Weighted average number of common shares outstanding |
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Basic |
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| 281,617 |
| 264,570 |
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Diluted |
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| 284,349 |
| 264,570 |
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The accompanying notes are an integral part of these consolidated financial statements.
MINERA ANDES INC.
CONSOLIDATED BALANCE SHEETS
(stated in thousands of United States dollars)
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| As at |
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| December 31, |
| December 31, |
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| Note |
| 2011 |
| 2010 |
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| (restated - Note 2a) |
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ASSETS |
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Current: |
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Cash and cash equivalents |
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| $ | 34,249 |
| $ | 13,834 |
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Short term investments |
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| 4,916 |
| — |
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Dividend receivable |
| 4 |
| 8,610 |
| — |
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Other receivables and prepaid expenses |
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| 340 |
| 354 |
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Supplies inventory |
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| 1,272 |
| — |
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Project loan interest receivable |
| 4 |
| — |
| 9,121 |
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Total current assets |
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| 49,387 |
| 23,309 |
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Project loan interest receivable |
| 4 |
| — |
| 587 |
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Project loan receivable |
| 4 |
| — |
| 31,850 |
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Investment in Minera Santa Cruz S.A. |
| 4 |
| 87,648 |
| 81,610 |
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Equipment, net |
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| 1,569 |
| 277 |
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Total assets |
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| $ | 138,604 |
| $ | 137,633 |
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LIABILITIES |
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Current: |
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Accounts payable and accrued liabilities |
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| $ | 4,978 |
| $ | 3,500 |
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Project loan interest payable |
| 4 |
| — |
| 9,121 |
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Current unrealized fair value derivative liability |
| 5 |
| — |
| 25,288 |
| ||
Total current liabilities |
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| 4,978 |
| 37,909 |
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Project loan interest payable |
| 4 |
| — |
| 587 |
| ||
Project loan payable |
| 4 |
| — |
| 31,850 |
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Total liabilities |
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| 4,978 |
| 70,346 |
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SHAREHOLDERS’ EQUITY |
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Common shares, no par value, unlimited number authorized; 282,958,854 shares as of December 31, 2011 and 266,965,121 shares as of December 31, 2010 issued and outstanding |
| 5 |
| 203,000 |
| 163,203 |
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Accumulated deficit |
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| (69,374 | ) | (95,916 | ) | ||
Total shareholders’ equity |
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| 133,626 |
| 67,287 |
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Total liabilities and shareholders’ equity |
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| $ | 138,604 |
| $ | 137,633 |
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Subsequent event (Note 8)
The accompany notes are an integral part of these consolidated financial statements.
MINERA ANDES INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(stated in thousands of United States dollars, except share amounts)
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| Common Stock |
| Accumulated |
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| Note |
| # Shares |
| $ |
| Deficit |
| Total |
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| (thousands) |
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Balance, December 31, 2009 |
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| 262,909 |
| $ | 158,799 |
| $ | (89,238 | ) | $ | 69,561 |
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Exercise of stock options |
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| 2,245 |
| 2,191 |
| — |
| 2,191 |
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Share-based payments |
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| — |
| 260 |
| — |
| 260 |
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Exercise of warrants |
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| 1,811 |
| 1,303 |
| — |
| 1,303 |
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Fair value of warrants exercised |
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| — |
| 650 |
| — |
| 650 |
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Net loss (restated - Note 2a) |
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| — |
| — |
| (6,678 | ) | (6,678 | ) | |||
Balance, December 31, 2010 |
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| 266,965 |
| $ | 163,203 |
| $ | (95,916 | ) | $ | 67,287 |
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Exercise of stock options |
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| 780 |
| 1,261 |
| — |
| 1,261 |
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Share-based payments |
|
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| — |
| 338 |
| — |
| 338 |
| |||
Exercise of warrants |
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| 15,214 |
| 19,028 |
| — |
| 19,028 |
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Fair value of warrants exercised |
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| 19,170 |
| — |
| 19,170 |
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Net income |
|
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| — |
| — |
| 26,542 |
| 26,542 |
| |||
Balance, December 31, 2011 |
|
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| 282,959 |
| $ | 203,000 |
| $ | (69,374 | ) | $ | 133,626 |
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The accompanying notes are an integral part of these consolidated financial statements.
MINERA ANDES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(stated in thousands of United States dollars)
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| Year Ended |
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| December 31, |
| December 31, |
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| 2011 |
| 2010 |
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| (restated - Note 2a) |
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Cash provided by (used in): |
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Operating Activities: |
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Net income (loss) |
| $ | 26,542 |
| $ | (6,678 | ) |
Adjustments to reconcile net income to net cash provided by operating activities: |
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Net income from Investment in Minera Santa Cruz S.A. |
| (44,982 | ) | (32,018 | ) | ||
(Gain) loss on disposal of assets |
| (15 | ) | 1 |
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Project loan interest expense |
| 1,691 |
| 2,514 |
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Project loan interest income |
| (1,691 | ) | (2,514 | ) | ||
Depreciation |
| 81 |
| 19 |
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Share-based payments |
| 338 |
| 260 |
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Unrealized loss on fair value of derivative liability |
| (6,118 | ) | 20,283 |
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Change in: |
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Increase in other assets related to operations |
| (1,258 | ) | (102 | ) | ||
Increase in liabilities related to operations |
| 1,068 |
| 750 |
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Cash used in operating activities |
| (24,344 | ) | (17,485 | ) | ||
Investing Activities: |
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Purchase of equipment |
| (969 | ) | (277 | ) | ||
Proceeds on sale of equipment |
| 21 |
| — |
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Short-term investments (net) |
| (4,916 | ) | — |
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Investment in Minera Santa Cruz S.A.- loan and interest repayment |
| 30,334 |
| 9,230 |
| ||
Project loan interest receivable |
| 9,121 |
| 406 |
| ||
Project loan receivable |
| 31,850 |
| — |
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Cash provided by investing activities |
| 65,441 |
| 9,359 |
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Financing Activities: |
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Common shares issued |
| 20,289 |
| 3,494 |
| ||
Project loan payable |
| (31,850 | ) | — |
| ||
Project loan interest payable |
| (9,121 | ) | (406 | ) | ||
Cash provided by financing activities |
| (20,682 | ) | 3,088 |
| ||
Increase (decrease) in cash and cash equivalents |
| 20,415 |
| (5,038 | ) | ||
Cash and cash equivalents, beginning of year |
| 13,834 |
| 18,872 |
| ||
Cash and cash equivalents, end of year |
| $ | 34,249 |
| $ | 13,834 |
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The accompanying notes are an integral part of these consolidated financial statements.
MINERA ANDES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2011
1. NATURE OF OPERATIONS
Minera Andes Inc. (“Minera Andes”, “MAI” or the “Company”) is in the business of acquiring, exploring and evaluating mineral properties, and based on the results of such evaluation, either developing these properties further (by way of joint venture or otherwise) or disposing of them.
The Company’s assets are comprised primarily of (i) a 49% equity interest in Minera Santa Cruz S.A. (“MSC”) which owns the San José gold/silver mine in Santa Cruz, Argentina (the “San José Mine”); (ii) a 100% interest in the Los Azules Copper Project in San Juan, Argentina, and (iii) interests in various exploration stage properties in the San Juan, Santa Cruz and Chubut Provinces of Argentina.
The San José Mine is a joint venture between the Company and Hochschild Mining plc pursuant to which title to the assets is held by MSC, an Argentinean corporation. MSC is owned, as to 49%, by Minera Andes S.A. (“MASA”), an indirect wholly-owned subsidiary of Minera Andes and, as to 51%, by Hochschild Mining (Argentina) Corporation S.A., a subsidiary of Hochschild Mining plc (together with its affiliates and subsidiaries, “Hochschild”). The San José Mine began commercial production in 2008 and is operated by Hochschild.
Effective January 24, 2012, Minera Andes ceased to be a reporting issuer as a result of its acquisition by US Gold Corporation to form McEwen Mining Inc.
2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
These audited financial statements have been compiled in United States (“U.S.”) dollars in accordance with accounting principles generally accepted in United States (“US GAAP”) using the following significant accounting policies:
a. Restatement of Previously Issued Financial Statement
The consolidated financial statements as at and for the year ended December 31, 2010 has been restated to correct an understatement of depreciation expense on the income of MSC that was based on financial data reported to the Company by MSC. The restatement has the effect of decreasing the net investment in MSC as at December 31, 2010 by $3.7 million and decreasing income on investment in MSC for the year ended December 31, 2010 by the same amount.
MINERA ANDES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2011
The impact of this restatement on the 2010 consolidated financial statements is as follows:
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| As Previously |
| Restatement |
| As Restated |
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| (in thousands, except per share) |
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Balance Sheet as at December 31, 2010 |
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Investment in Minera Santa Cruz |
| $ | 85,264 |
| $ | (3,654 | ) | $ | 81,610 |
|
Total assets |
| $ | 141,287 |
| $ | (3,654 | ) | $ | 137,633 |
|
Accumulated deficit |
| $ | (92,262 | ) | $ | (3,654 | ) | $ | (95,916 | ) |
Total shareholders’ equity |
| $ | 70,941 |
| $ | (3,654 | ) | $ | 67,287 |
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Consolidated Statement of Operations and Other Comprehensive Loss for the year ended December 31, 2010 |
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Income on investment in Minera Santa Cruz |
| $ | 37,345 |
| $ | (3,654 | ) | $ | 33,691 |
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Net loss and other comprehensive loss |
| $ | (3,024 | ) | $ | (3,654 | ) | $ | (6,678 | ) |
Basic loss per share |
| $ | (0.01 | ) | $ | (0.02 | ) | $ | (0.03 | ) |
b. Basis of Presentation and Principles of Consolidation
These consolidated financial statements include the accounts of the Company and all of its subsidiaries and investments, including its principal subsidiaries, MASA, Andes Corporacion Minera S.A. (“ACMSA”), Minera Andes (USA) Inc. (“MUSA”), Las Yaretas S.A. (“LYSA”), as well as other non-significant subsidiaries. As stated above, MASA holds the Company’s interest in MSC. All significant intercompany transactions and balances have been eliminated from the consolidated financial statements.
The Company’s investment in MSC, is accounted for by the equity method.
c. Foreign Currency Translation
The functional currency for the Company’s operations is the U.S. dollar. All monetary assets and liabilities where the functional currency is not the U.S. dollar are translated at current exchange rates at each balance sheet date and the resulting adjustments are included in a separate line item under other income (expense). Revenue and expense in foreign currencies are translated at the average exchange rates for the period. Canadian dollars are shown as C$.
d. Cash and Cash Equivalents
Cash and cash equivalents include cash, and those short-term money market instruments that are readily convertible to cash with an original term of less than 90 days.
e. Investments
Investments, over which we exert significant influence, are accounted for using the equity method. Under this method, our share of earnings and losses is included in the statement of operations and the balance of the investment is adjusted by a like amount. Where there has been a loss in value that is other than a temporary decline, the carrying value is reduced to its fair value.
MINERA ANDES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2011
f. Equipment and Depreciation
Equipment is recorded at cost, and depreciation is provided on a declining—balance basis over estimated useful lives.
g. Property Holding Costs
Holding costs to maintain a property on a care and maintenance basis are expensed in the period they are incurred. These costs include lease and claim fees and payments, and environmental monitoring and reporting costs.
h. Exploration Costs
Exploration costs include costs incurred to identify new mineral resources, evaluate potential resources, and convert mineral resources into proven and probable reserves. The definition of proven and probable reserves is set forth in the United States Securities Exchange Commission Industry Guide 7. Proven reserves are reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes, grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geological character is so well defined that size, shape, depth and mineral content of the reserves are well-established. Probable reserves are reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observations. As at December 31, 2011, none of the Company’s mineralized properties, except for the Company’s investment in MSC, contain resources that satisfy the definition of proven and probable reserves. As a result, all exploration costs are expensed as incurred.
Deferred exploration costs associated with the Company’s investment in MSC is amortized using the units of production method over the proven and probable reserves.
i. Income Taxes
The Company accounts for income taxes using the liability method, recognizing certain temporary differences between the financial reporting basis of liabilities and assets and the related income tax basis for such liabilities and assets. This method generates either a net deferred income tax liability or asset for the Company, as measured by the statutory tax rates in effect. The Company derives the deferred income tax charge or benefit by recording the change in either the net deferred income tax liability or asset balance for the year. The Company records a valuation allowance against any portion of those deferred income tax assets when it believes, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized.
MINERA ANDES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2011
j. Per Share Amounts
Basic earnings per share includes no dilution and is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of the Company and are computed in accordance with the treasury stock method based on the average number of common shares and dilutive common share equivalents outstanding.
k. Use of Estimates
The Company’s consolidated financial statements have been prepared in accordance with US GAAP. The preparation of the Company’s consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management estimates and assumptions relate to valuation allowances for deferred tax assets; reserves for contingencies and litigation; and estimates with respect to assumptions regarding stock-based compensation expense. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ significantly from these estimates.
l. Stock-Based Compensation
The Company accounts for stock options at fair value. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model and provides for expense recognition over the service period, if any, of the stock option.
m. Reclamation Obligations
The Company’s exploration activities are subject to various governmental laws and regulations relating to the protection of the environment. These environmental regulations are continually changing and are generally becoming more restrictive. The Company has made, and intends to make in the future, expenditures to comply with such laws and regulations. This policy is directed only at the Company’s properties. The asset retirement obligation related to the investment in MSC is recorded on the financial statements of MSC.
MINERA ANDES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2011
n. Warrants
For fiscal years beginning after December 15, 2008, share purchase warrants denominated in a currency that is not the functional currency of the Company are accounted for as a liability, with the change in fair value recorded in the statement of operations.
o. Financial Instruments
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2011.
The carrying values of financial instruments approximate their fair values. These financial instruments include cash and cash equivalents, short-term investments, accounts receivables, accounts payable and accrued liabilities. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value or they are receivable or payable on demand.
p. Supplies Inventory
Supplies inventory are comprised of consumable drill components that are generally used during each drilling season. The Company carries supplies inventory at cost.
3. MINERAL PROPERTIES
Los Azules Copper Project, Argentina
Los Azules is an advanced-stage porphyry copper exploration project located in the cordilleran region of San Juan Province, Argentina near the border with Chile. It is accessible by road and the elevation at site ranges between 11,500 feet — 14,750 feet (3,500 m — 4,500 m) above sea level. The deposit is located on a copper porphyry belt host to some of the world’s largest copper mines and Los Azules represents a traditional porphyry copper system. The property encompasses 80 square miles (206 sq. km) and surrounds a large alteration zone that is approximately 5 miles (8 km) long by 1.2 miles (2 km) wide. Annual land holding costs are approximately $0.01 million.
Minera Andes is currently subject to ongoing litigation regarding the Los Azules Copper Project. TNR Gold Corp. (“TNR Gold”) and its subsidiary, Solitario Argentina S.A. (“Solitario” and together with TNR Gold, “TNR”) claim that certain properties that comprise the Los Azules Copper Project were not validly transferred to Minera Andes and therefore should be returned to TNR. In the alternative, TNR claims that even if Minera Andes validly owns the Los Azules Copper Project, TNR has a 25% back-in right to a substantial portion of the Los Azules project underlying known mineral resources that may be exercised to acquire a 25% interest in such part of the property. TNR has also claimed damages.
Minera Andes is not able to estimate the potential financial loss or range of loss arising from this claim. If resolved adversely to Minera Andes, this litigation could materially adversely affect the value of Minera Andes by reducing or terminating its interest in a significant portion of the Los Azules Copper Project and its ability to develop the Los Azules Copper Project. Alternatively, Minera Andes could be subject to a significant damages award payable to TNR.
MINERA ANDES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2011
Santa Cruz Projects, Argentina
The Company has been actively exploring in the region since 1997. The properties have been acquired on the basis of geologic and geochemical reconnaissance. Annual land holding costs are approximately $0.02 million.
4. INVESTMENT IN MINERA SANTA CRUZ (“MSC”) — San José Mine
The Company’s interest in, and the affairs of, MSC are governed by an Option and Joint Venture Agreement dated March 15, 2001, as amended, between the Company, MASA and Hochschild (the “OJVA”). Under the OJVA the Company is entitled to appoint one of the three members of the Board of Directors of MSC and Hochschild is entitled to appoint the balance of the members of the Board of Directors of MSC. The OJVA grants the Company a “veto” in respect of certain matters regarding the affairs of MSC and the operation of the San José Mine. In addition the OJVA grants the Company certain approval rights with respect to new project capital expenditures and exploration.
The development and the subsequent commencement of construction of the San José Mine under the OJVA was financed by the Company and Hochschild under successive loan agreements (“Shareholder Loan Agreements”). The construction of the San José Mine as a 750 tonnes per day facility and the subsequent expansion to a 1,500 tonnes per day facility was financed by the Company and Hochschild with a combination of project finance loans and shareholder loans.
A summary of the amounts owed by MSC under the OJVA financing agreements are as follows (in thousands of US dollars):
|
| Payable to, as at |
| ||||||||||
|
| December 31, 2011 |
| December 31, 2010 |
| ||||||||
|
| MAI |
| Hochschild |
| MAI |
| Hochschild |
| ||||
Project finance loan agreement |
|
|
|
|
|
|
|
|
| ||||
Principal |
| $ | — |
| $ | — |
| $ | 31,850 |
| $ | 33,150 |
|
Interest |
| — |
| — |
| 9,708 |
| — |
| ||||
Shareholder loan agreement |
|
|
|
|
|
|
|
|
| ||||
Principal |
| — |
| — |
| 24,213 |
| 25,239 |
| ||||
Interest |
| — |
| — |
| 5,021 |
| 5,428 |
| ||||
Total payable by MSC |
| $ | — |
| $ | — |
| $ | 70,792 |
| $ | 63,817 |
|
MINERA ANDES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2011
a) Project Finance Loan Agreement
Definitive project finance loan documentation (the “Project Finance Loan Agreement”) was completed September 17, 2010 between the Company, MSC and by assignment, Hochschild Mining Holdings Limited (the “Hochschild Lender”), an affiliate of Hochschild Mining plc.
Prior to this date, project financing for the San José Mine was governed by an agreement dated June 29, 2007, as amended, (the “Project Loan Letter Agreement”) between the Company, MSC and by assignment, the Hochschild Lender.
Pursuant to the Project Finance Loan Agreement, which reflects earlier documentation, the Hochschild Lender and the Company agreed to provide MSC with a permanent secured project loan (the “Project Loan”) in the aggregate amount of $65 million. The Project Finance Loan Agreement was structured as loans to MSC by the Company and the Hochschild Lender in amounts proportionate to their shareholdings in MSC.
The Project Finance Loan Agreement affirms the concepts of the Project Loan Letter Agreement, which provides that the loan to be made by the Company to MSC would be structured as (i) a loan by the Hochschild Lender to the Company (the “Project Loan Payable”); and (ii) a corresponding loan by the Company to MSC (the “Project Loan Receivable”) on the same terms as the preceding loan by the Hochschild Lender to the Company. Both the Project Loan Payable and the Project Loan Receivable bear interest at the same rate and upon the same terms (including repayment).
The amounts owed under the Project Finance Loan Agreement by the Company to the Hochschild Lender were unsecured except that, as security for the loan made by the Hochschild Lender to the Company, the Company pledged to the Hochschild Lender, its right to the repayment of the corresponding loans made by the Company to MSC.
The amounts advanced under the Project Finance Loan Agreement carried a fixed interest rate of 7.00%.
During the third quarter of 2011, the entire project finance loan and interest balance outstanding as at December 31, 2010, along with interest accrued during 2011, was repaid in full to the Hoschild Lender by MSC on the Company’s behalf as per the terms of this agreement.
b) Shareholder Loan Agreement
Financing for the initial development of the San José Mine was provided by shareholder loans to MSC by the Company and Hochschild in amounts proportionate to their shareholdings in MSC.
The amounts advanced under the shareholder loans carried a fixed interest rate of 7.00%.
During the third quarter of 2011, the entire shareholder loan and interest balance outstanding as at December 31, 2010, along with interest accrued during 2011, was received in full by the Company.
MINERA ANDES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2011
c) Investment in MSC
The Company’s share of earnings and losses from its investment in MSC is included in the consolidated statement of income (loss) and comprehensive income (loss) and includes 49% of MSC’s net income of $87.0 million for the year ended December 31, 2011, and net income of $60.3 million for the year ended December 31, 2010.
On December 23, 2011, MSC declared a dividend, which was received by the Company in February 2012.
The movement in the Company’s investment in MSC is comprised of the following:
|
| As at |
| ||||
|
| December 31, |
| December 31, |
| ||
|
| 2011 |
| 2010 |
| ||
|
|
|
| (restated - Note 2a) |
| ||
|
|
|
|
|
| ||
Investment in MSC, beginning of year: |
| $ | 81,610 |
| $ | 58,822 |
|
Income from equity investment |
| 43,626 |
| 29,537 |
| ||
Amortization of pre - 2008 capitalized interest income on loans to MSC |
| 2,039 |
| 1,858 |
| ||
Interest expensed by MSC and included in equity method pickup, net of income taxes |
| 1,154 |
| 2,296 |
| ||
Income on Investment in MSC |
| 46,819 |
| 33,691 |
| ||
Less: |
|
|
|
|
| ||
Amortization of deferred costs |
| (1,837 | ) | (1,673 | ) | ||
Repayment of loan principal and interest |
| (30,334 | ) | (9,230 | ) | ||
Dividend declared |
| (8,610 | ) | — |
| ||
Investment in MSC, end of year |
| 87,648 |
| 81,610 |
| ||
|
| Year Ended |
| ||||
|
| December 31, |
| December 31, |
| ||
|
| 2011 |
| 2010 |
| ||
|
|
|
| (restated - Note 2a) |
| ||
Summary of MSC’s financial information from operations |
|
|
|
|
| ||
Sales - MSC 100% |
| 325,302 |
| $ | 220,825 |
| |
Net income - MSC 100% |
| 89,033 |
| 60,280 |
| ||
Minera Andes Inc.’s portion - 49% |
| 43,626 |
| 29,537 |
| ||
Equity adjustments: |
|
|
|
|
| ||
Amortization of pre - 2008 capitalized interest income on loans to MSC |
| 2,039 |
| 1,858 |
| ||
Interest expensed by MSC and included in equity method pickup, net of income taxes |
| 1,154 |
| 2,296 |
| ||
Income on investment in MSC |
| 46,819 |
| 33,691 |
| ||
Less: amortization of deferred costs |
| (1,837 | ) | (1,673 | ) | ||
Net income on investment in MSC |
| $ | 44,982 |
| $ | 32,018 |
|
MINERA ANDES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2011
5. SHARE CAPITAL
a. Authorized
Authorized share capital consists of unlimited common shares, without par value, and unlimited number of preferred shares, without par value.
|
| Common Stock |
| |||
|
| Number of |
| Amount |
| |
|
| (thousands) |
|
|
| |
Outstanding as at January 1, 2010 |
| 262,909 |
| $ | 158,799 |
|
Exercise of stock options |
| 2,245 |
| 2,191 |
| |
Share-based payments |
| — |
| 260 |
| |
Exercise of warrants |
| 1,811 |
| 1,303 |
| |
Fair value of warrants exercised |
| — |
| 650 |
| |
Outstanding as at December 31, 2010 |
| 266,965 |
| $ | 163,203 |
|
Exercise of stock options |
| 780 |
| 1,261 |
| |
Share-based payments |
| — |
| 338 |
| |
Exercise of warrants |
| 15,214 |
| 19,028 |
| |
Fair value of warrants exercised |
| — |
| 19,170 |
| |
Outstanding as at December 31, 2011 |
| 282,959 |
| $ | 203,000 |
|
b. Stock Options
The aggregate number of shares issuable upon exercise of all options granted under the Minera Andes Stock Option Plan (the “Plan”) shall not exceed 10% of the Company’s issued and outstanding common shares up to a maximum of 18,940,243 shares. Under the Plan, no participant may be granted an option to purchase shares which exceeds the number of shares permitted to be issued under the Plan pursuant to the rules or policies of any stock exchange on which the common shares are then listed. Under the Plan, the exercise price of each option shall be determined by the directors and shall not be less than the closing price of the Company’s common shares on the stock exchange on which the shares are listed on the last trading day immediately preceding the day on which the options are granted.
Options granted under the Plan will not be transferable and, if not exercised but subject to the authority of the Board to extend such time, will expire twelve (12) months following the date the optionee ceases to be a director, officer, employee or consultant of the Company by reason of death, or three (3) months after ceasing to be a director, officer, employee or consultant of the Company for any reason other than death.
Stock options granted to a director, officer, employee, or consultant are exercisable for either a five or ten year period. Incentive stock options granted either vest immediately or 33 1/3% at each twelve (12) month interval following the date of grant, or 25% at each six (6) month interval following the date of grant.
MINERA ANDES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2011
The fair value of the options granted under the Plan was estimated at the date of grant, using the Black-Scholes Option Valuation Model, with the following weighted-average assumptions;
|
| 2011 |
| 2010 |
|
Risk-free interest rate |
| — |
| 2.70% to 2.87% |
|
Dividend yield |
| — |
| n/a |
|
Volatility factor of the expected market price of common stock |
| — |
| 74% to 75% |
|
Weighted-average expected life of option |
| — |
| 4.8 years |
|
Weighted-average grant date fair value |
| — |
| C$0.62 |
|
As at December 31, 2011, 5,997,243 (2010 — 5,307,243) options were available for grant under the Plan. In connection with the vesting of certain non-employees, employees and directors stock options, the Company recorded stock option compensation for the year ended December 31, 2011, of $0.3 million (2010 - $0.3 million).
A summary of the status of the Plan as of December 31, 2011, and December 31, 2010, and changes during the years ended is as follows:
|
| Shares |
| Weighted |
| Weighted |
| Intrinsic |
| ||
|
| (in thousands, except per share and year data) |
| ||||||||
|
|
|
|
|
|
|
|
|
| ||
Balance at December 31, 2009 |
| 7,835 |
| C$ | 1.27 |
|
|
|
|
| |
Granted |
| 1,242 |
| C$ | 1.03 |
|
|
|
|
| |
Exercised |
| (2,245 | ) | C$ | 0.99 |
|
|
| C$ | 3,428 |
|
Forfeited |
| (940 | ) | C$ | 1.35 |
|
|
|
|
| |
Expired |
| (590 | ) | C$ | 1.49 |
|
|
|
|
| |
Balance at December 31, 2010 |
| 5,302 |
| C$ | 1.29 |
| 2.19 |
|
|
| |
Exercised |
| (780 | ) | C$ | 1.57 |
|
|
| C$ | 915 |
|
Forfeited |
| (665 | ) | C$ | 1.47 |
|
|
|
|
| |
Balance at December 31, 2011 |
| 3,857 |
| C$ | 1.20 |
| 1.6 |
| C$ | 1,291 |
|
Exercisable at December 31, 2011 |
| 2,902 |
| C$ | 1.27 |
| 1.1 |
| C$ | 758 |
|
MINERA ANDES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2011
c. Warrants
A summary of the status of the outstanding warrants as at December 31, 2011, and December 31, 2010, and changes during the years ended on those dates is as follows:
|
| Year ended |
| ||||||||
|
| December 31, 2011 |
| December 31, 2010 |
| ||||||
|
| Warrants |
| Weighted |
| Warrants |
| Weighted |
| ||
|
| (thousands) |
|
|
| (thousands) |
|
|
| ||
Outstanding and exercisable at beginning of year |
| 15,244 |
| C$ | 1.25 |
| 17,055 |
| C$ | 1.20 |
|
Issued |
| — |
| — |
| — |
| — |
| ||
Expired |
| (30 | ) | 1.25 |
| — |
| — |
| ||
Exercised |
| (15,214 | ) | 1.25 |
| (1,811 | ) | 0.73 |
| ||
Outstanding and exercisable at end of year |
| — |
| — |
| 15,244 |
| C$ | 1.25 |
| |
On December 29, 2010, the Company issued a notice of the accelerated expiry of all outstanding warrants which were issued pursuant to a “bought deal” underwritten financing completed in August 2009. Each warrant was exercisable to purchase one common share of the Company at a price of C$1.25 per common share until August 19, 2014. Pursuant to the terms of the warrant indenture governing the warrants, the expiry of the warrants was accelerated to January 31, 2011 as the volume weighted average trading price of the underlying common shares listed on the TSX was greater than C$2.50 for 20 consecutive trading days.
The Company had 15,244,000 warrants outstanding as at December 31, 2010. Accordingly, this amount was recorded as a liability. At December 31, 2010 the fair value of the warrants outstanding resulted in a liability of $25.3 million with the change in fair value of $20.3 million recorded in the statement of income (loss) and other comprehensive income (loss).
As of January 31, 2011, 15,213,733 of the remaining outstanding warrants from December 31, 2010 had been exercised and the remaining unexercised 30,267 warrants were cancelled and thereafter were of no force or effect.
In accordance with ASC Section 820, a fair value level needs to be assigned to financial instruments measured at fair value. The fair value of the warrants are determined in accordance with fair value level 2: determined using inputs other than quoted prices included within level 1 (quoted market prices in active markets for identical assets/liabilities) that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
The Company used the following assumptions in a Black Scholes Option pricing model to calculate the fair value of the warrants at December 31, 2010:
Volatility: 81%
Risk-free interest rate: 1.7%
Expected life: 0.08 years
Dividend rate: 0%
MINERA ANDES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2011
d. Basic and Diluted Income per Common Share
For the year ended December 31, 2011, potentially dilutive common shares relating to options and warrants outstanding totaling 2,223,380 and 508,859, respectively, were included in the computation of earnings per share.
For the year ended December 31, 2010, all options and warrants outstanding were not included in the computation because their effect was anti-dilutive.
|
| Year Ended |
| ||||
|
| December 31, |
| December 31, |
| ||
|
| 2011 |
| 2010 |
| ||
|
| (in thousands except per share amounts) |
| ||||
|
|
|
| (restated - Note 2a) |
| ||
|
|
|
|
|
| ||
Net income (loss) available to shareholders |
| $ | 26,542 |
| $ | (6,678 | ) |
|
|
|
|
|
| ||
Weighted average shares outstanding |
|
|
|
|
| ||
Basic |
| 281,617 |
| 264,570 |
| ||
Effect of dilutive stock options |
| 2,223 |
| — |
| ||
Effect of dilutive warrants |
| 509 |
| — |
| ||
Diluted |
| 284,349 |
| 264,570 |
| ||
|
|
|
|
|
| ||
Net earnings (loss) per share |
|
|
|
|
| ||
Basic |
| $ | 0.09 |
| $ | (0.03 | ) |
Diluted |
| $ | 0.09 |
| $ | (0.03 | ) |
6. RELATED PARTY TRANSACTIONS
The Company pays a management service fee to a related party, 2083089 Ontario Inc. (“208”) under the terms of a management services agreement. 208 is a company controlled by Mr. McEwen, the chairman and chief executive officer of the Company and beneficial owner of more than 5% of our voting securities. Mr. McEwen is also the chief executive officer and director of 208, which provides management services to a number of entities in which Mr. McEwen has significant equity interests. The management service fees cover inter-alia, rent, personnel, office expenses, and other administrative services on a cost recovery basis. During the year ended December 31, 2011, the Company paid $172,723 to 208 while the Company paid $153,329 in 2010.
Beginning in the second quarter of 2010, an aircraft owned and operated by Lexam L.P. (of which Mr. McEwen is a limited partner and beneficiary) has been made available to the Company in order to expedite business travel. In his role as Chairman and CEO of Minera Andes as well as being an executive with other mining companies, Mr. McEwen must travel extensively and frequently on short notice.
MINERA ANDES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2011
The Company is able to charter the aircraft from Lexam L.P. at a preferential rate. The Company’s independent board members have approved a policy whereby only the variable expenses of operating this aircraft for business related travel are eligible for reimbursement. The hourly amount that the Company has agreed to reimburse Mr. McEwen is well under half the full cost per hour of operating the aircraft or equivalent hourly charter cost and in any event less than even Mr. McEwen’s preferential charter rate.
Where possible, trips also include other company personnel, both executives and non-executives, to maximize efficiency. During the year ended December 31, 2011, the Company incurred costs of $131,782 (2010 - $120,791) related to business use of Lexam L.P.’s private aircraft.
During the fourth quarter of 2011, as a result of moving the Company’s corporate office, the Company incurred net rent and office expenses of $51,113, charged by McEwen Mining Inc. (“McEwen Mining”). Mr. McEwen is the Chief Executive Officer of McEwen Mining and holds a 25% ownership in McEwen Mining, which is a publicly listed company, trading on the New York Stock Exchange and the Toronto Stock Exchange. As at December 31, 2011 the full balance remains outstanding and has been recorded in accounts payable and accrued liabilities.
MSC is also a related party of the Company. The Company owns 49% of MSC. See note 4.
7. INCOME TAXES
The tax effects of the temporary differences that give rise to the Company’s deferred tax assets and liabilities are as follows:
|
| Year Ended December 31, |
| ||||
|
| 2011 |
| 2010 |
| ||
Net operating losses |
| $ | 10,149 |
| $ | 5,565 |
|
Undeducted interest expense |
| 2,714 |
| 3,226 |
| ||
Capital losses |
| 736 |
| 563 |
| ||
Intangible property |
| 598 |
| — |
| ||
Undeducted financing costs |
| 242 |
| 485 |
| ||
Equipment |
| 6 |
| 3 |
| ||
Deferred interest |
| — |
| 127 |
| ||
Deferred exploration costs |
| 14,235 |
| 9,201 |
| ||
Valuation allowance |
| (28,680 | ) | (19,170 | ) | ||
Deferred tax assets (liabilities) |
| $ | — |
| $ | — |
|
MINERA ANDES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2011
The provision for income taxes differ from the amount established using the statutory income tax rate of 28.25% (2010 —
31.00%) as follows:
|
| As at December 31, |
| ||||
|
| 2011 |
| 2010 |
| ||
Income expense (benefit) at Canadian statutory rate |
| $ | 7,498 |
| $ | (2,070 | ) |
|
|
|
|
|
| ||
Permanent difference |
| (3,538 | ) | 5,527 |
| ||
Non-deductible share-based payments |
| 96 |
| 79 |
| ||
Difference between deferred and current tax rates |
| (599 | ) | (467 | ) | ||
Foreign income taxes at other than Canadian statutory rate |
| (595 | ) | 1,015 |
| ||
Foreign exchange losses on revaluation of future income tax balances |
| — |
| 45 |
| ||
Effect of tax rate on Minera Santa Cruz S.A. income |
| (12,096 | ) | (10,739 | ) | ||
Increase in valuation allowance |
| 9,510 |
| 8,654 |
| ||
Impact from true up adjustments |
| (317 | ) | (2,334 | ) | ||
Other |
| 41 |
| 290 |
| ||
Tax expense |
| $ | — |
| $ | — |
|
The Company’s deferred tax assets include approximately $0.2 million (2010 - $0.5 million) related to deductions for share issue costs in excess of amounts deducted for financial reporting purposes. If and when the valuation allowance related to these amounts is reversed, the Company will recognize this benefit as an adjustment to share capital as opposed to income tax expense in the Statement of Income (Loss) and Comprehensive Income (Loss).
The valuation allowance as at December 31, 2011 was increased by $9.5 million (2010 - $8.7 million), reflecting mainly the tax effect of the investment in Minera Santa Cruz and loss carry-forwards. The Company evaluates its valuation allowance requirements based on projected future operations. When circumstances change and this causes a change in management’s judgement about the recoverability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current income. As management of the Company does not currently believe that it is more likely than not that the Company will receive the benefit of this asset, a valuation allowance equal to the net deferred tax asset has been established at both December 31, 2011 and December 31, 2010.
As at December 31, 2011, the Company has estimated net operating loss carry-forwards available to reduce taxable income in future years as follows:
Country |
| Amount |
| Expiration Dates |
| |
|
|
|
|
|
|
|
Argentina |
| $ | 22,668,304 |
| 2013 – 2016 |
|
Canada |
| $ | 8,857,429 |
| 2014 – 2031 |
|
Within Canada the Company also has a capital loss carry-forward of approximately $2.9 million which can be carried forward indefinitely.
MINERA ANDES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2011
8. SUBSEQUENT EVENT
On January 24, 2012, McEwen Mining Inc. (‘McEwen Mining”) completed through a court-approved plan of arrangement under Alberta law, the acquisition of Minera Andes Inc. (“the Arrangement”), under which Minera Andes became an indirect wholly-owned subsidiary of McEwen Mining. On the closing date of the Arrangement, holders of Minera Andes’ common stock received a number of exchangeable shares of McEwen Mining-Minera Andes Acquisition Corp. (“2012-Exchangeable Shares”), an indirect wholly-owned Canadian subsidiary of McEwen Mining, equal to the number of Minera Andes shares, multiplied by the exchange ratio of 0.45. In the aggregate, Minera Andes shareholders received 127,331,498 2012-Exchangeable Shares.