Western Silver Corporation |
(a development stage company) |
|
Consolidated Financial Statements |
March 31, 2006 |
(Unaudited) |
Western Silver Corporation |
Consolidated Balance Sheets (unaudited) |
|
(expressed in Canadian dollars) |
| | March 31, | | | September 30, | |
| | 2006 | | | 2005 | |
| | $ | | | $ | |
Assets | | | | | | |
Current assets | | | | | | |
Cash and cash equivalents | | 49,085,553 | | | 60,513,188 | |
Accounts receivable and prepaid expense | | 1,320,881 | | | 1,093,748 | |
| | 50,406,434 | | | 61,606,936 | |
| | | | | | |
Long-term investment | | 267,092 | | | 267,092 | |
Property and equipment- net of accumulated amortization | | | | | | |
of $32,450 (September 30, 2005 - $17,313) | | 124,872 | | | 116,630 | |
Mineral properties(note 2) | | 70,003,894 | | | 56,968,576 | |
| | 120,802,292 | | | 118,959,234 | |
Liabilities | | | | | | |
Current liabilities | | | | | | |
Accounts payable and accrued liabilities | | 4,041,449 | | | 2,924,940 | |
Shareholders’ Equity | | | | | | |
Capital stock(note 3) | | 146,887,367 | | | 143,273,203 | |
Contributed Surplus(note 3) | | 5,863,332 | | | 5,805,078 | |
Deficit | | (35,989,856 | ) | | (33,043,987 | ) |
| | | | | | |
| | 116,760,843 | | | 116,034,294 | |
| | | | | | |
| | 120,802,292 | | | 118,959,234 | |
Basis of preparation(note 1) | | | | | | |
Plan of arrangement – Glamis Gold Ltd.(note 9) | | | | | | |
Approved by the Board of Directors
_______”Robert J. Gayton”___________ Director | _______”Klaus Zeitler”_____________ Director |
The accompanying notes are an integral part of these consolidated financial statements.
Western Silver Corporation |
Consolidated Statements of Loss and Deficit (unaudited) |
|
(expressed in Canadian dollars) |
| | Three Months Ended March 31, | | | Six Months Ended March 31, | |
| | 2006 | | | 2005 | | | 2006 | | | 2005 | |
| | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | |
General exploration expenditures | | 230,673 | | | 234,320 | | | 469,357 | | | 319,487 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Administrative expenses | | | | | | | | | | | | |
Accounting and legal | | 399,423 | | | 101,484 | | | 482,254 | | | 166,255 | |
Consulting | | 342,503 | | | 482,382 | | | 412,080 | | | 750,917 | |
Filing and transfer fees | | 66,862 | | | 134,989 | | | 133,800 | | | 160,961 | |
Foreign exchange | | 97,371 | | | 11,938 | | | 78,957 | | | 44,991 | |
Office and administration | | 979,852 | | | 313,934 | | | 1,871,357 | | | 639,332 | |
Promotion and travel | | 143,948 | | | 292,905 | | | 348,186 | | | 407,975 | |
| | | | | | | | | | | | |
| | 2,029,959 | | | 1,337,632 | | | 3,326,634 | | | 2,170,431 | |
| | | | | | | | | | | | |
Loss before interest income | | (2,260,632 | ) | | (1,571,952 | ) | | (3,795,991 | ) | | (2,489,918 | ) |
| | | | | | | | | | | | |
Interest income | | 431,092 | | | 435,215 | | | 850,122 | | | 540,425 | |
| | | | | | | | | | | | |
Loss for the period | | (1,829,540 | ) | | (1,136,737 | ) | | (2,945,869 | ) | | (1,949,493 | ) |
| | | | | | | | | | | | |
Deficit - Beginning of period | | (34,160,316 | ) | | (27,696,477 | ) | | (33,043,987 | ) | | (26,883,721 | ) |
| | | | | | | | | | | | |
Deficit - End of period | | (35,989,856 | ) | | (28,833,214 | ) | | (35,989,856 | ) | | (28,833,214 | ) |
| | | | | | | | | | | | |
Basic and diluted loss per common | | | | | | | | | | | | |
share | | (0.04 | ) | | (0.02 | ) | | (0.06 | ) | | (0.04 | ) |
| | | | | | | | | | | | |
Weighted average number of | | | | | | | | | | | | |
common shares outstanding | | 48,669,378 | | | 47,989,602 | | | 48,583,634 | | | 44,945,363 | |
The accompanying notes are an integral part of these consolidated financial statements.
Western Silver Corporation |
Consolidated Statements of Cash Flows (unaudited) |
|
(expressed in Canadian dollars) |
| | Three Months Ended March 31, | | | Six Months Ended March 31, | |
| | 2006 | | | 2005 | | | 2006 | | | 2005 | |
| | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | |
Cash flows provided by (used in) | | | | | | | | | | | | |
| | | | | | | | | | | | |
OPERATING ACTIVITIES | | | | | | | | | | | | |
Loss for the period | | (1,829,540 | ) | | (1,136,737 | ) | | (2,945,869 | ) | | (1,949,493 | ) |
| | | | | | | | | | | | |
Items not affecting cash | | | | | | | | | | | | |
Depreciation | | 7,835 | | | 2,638 | | | 15,138 | | | 5,104 | |
Stock-based compensation | | 266,944 | | | 263,968 | | | 533,888 | | | 630,592 | |
| | 274,779 | | | 266,606 | | | 549,026 | | | 635,696 | |
| | | | | | | | | | | | |
Change in non-cash working capital items | | | | | | | | | | | | |
Accounts receivable and prepaid expense | | (259,784 | ) | | 8,161 | | | (227,133 | ) | | 327,995 | |
Accounts payable and accrued liabilities | | (31,116 | ) | | (47,234 | ) | | 168,819 | | | 509,359 | |
| | (290,900 | ) | | (39,073 | ) | | (58,314 | ) | | 837,354 | |
| | | | | | | | | | | | |
| | (1,845,661 | ) | | (909,204 | ) | | (2,455,157 | ) | | (476,443 | ) |
| | | | | | | | | | | | |
FINANCING ACTIVITIES | | | | | | | | | | | | |
Shares issued for cash - net of issue costs | | 1,987,188 | | | 191,969 | | | 2,635,908 | | | 62,856,912 | |
| | | | | | | | | | | | |
INVESTING ACTIVITIES | | | | | | | | | | | | |
Mineral property expenditures | | (6,855,741 | ) | | (2,246,988 | ) | | (11,544,518 | ) | | (5,217,236 | ) |
Property and equipment additions | | (23,380 | ) | | (5,123 | ) | | (23,380 | ) | | (5,123 | ) |
Decrease in accounts payable relating to | | | | | | | | | | | | |
property and equipment | | - | | | - | | | (40,488 | ) | | - | |
| | | | | | | | | | | | |
| | (6,879,121 | ) | | (2,252,111 | ) | | (11,608,386 | ) | | (5,222,359 | ) |
| | | | | | | | | | | | |
Increase (decrease) in cash and cash | | | | | | | | | | | | |
equivalents | | (6,737,594 | ) | | (2,969,346 | ) | | (11,427,635 | ) | | 57,158,110 | |
| | | | | | | | | | | | |
Cash and cash equivalents - Beginning | | | | | | | | | | | | |
of period | | 55,823,147 | | | 73,655,990 | | | 60,513,188 | | | 13,528,534 | |
| | | | | | | | | | | | |
Cash and cash equivalents - End of period | | 49,085,553 | | | 70,686,644 | | | 49,085,553 | | | 70,686,644 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Supplemental cash flow information | | | | | | | | | | | | |
| | | | | | | | | | | | |
Stock based compensation capitalized to | | | | | | | | | | | | |
mineral properties | | 251,311 | | | - | | | 502,622 | | | - | |
The accompanying notes are an integral part of these consolidated financial statements.
Western Silver Corporation |
Consolidated Statements of Shareholders’ Equity (unaudited) |
|
(expressed in Canadian dollars) |
| | Common shares | | | | | | | | | | |
| | | | | | | | | | | Contributed | | | Shareholders’ | |
| | Number of | | | Amount | | | Deficit | | | surplus | | | equity | |
| | shares | | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | | | | |
Balance - September 30, 2004 | | 41,241,581 | | | 79,249,498 | | | (26,883,721 | ) | | 3,853,483 | | | 56,219,260 | |
| | | | | | | | | | | | | | | |
Issue of shares | | | | | | | | | | | | | | | |
Private placements | | 6,325,000 | | | 60,414,626 | | | - | | | - | | | 60,414,626 | |
Exercise of warrants | | 120,000 | | | 693,600 | | | - | | | - | | | 693,600 | |
Exercise of stock options | | 612,000 | | | 2,215,420 | | | - | | | - | | | 2,215,420 | |
Stock-based compensation | | - | | | - | | | - | | | 2,651,654 | | | 2,651,654 | |
Transfer of value on exercise | | | | | | | | | | | | | | | |
of stock options and warrants | | - | | | 700,059 | | | - | | | (700,059 | ) | | - | |
Loss for the year | | - | | | - | | | (6,160,266 | ) | | - | | | (6,160,266 | ) |
| | | | | | | | | | | | | | | |
Balance – September 30, 2005 | | 48,298,581 | | | 143,273,203 | | | (33,043,987 | ) | | 5,805,078 | | | 116,034,294 | |
| | | | | | | | | | | | | | | |
Exercise of stock options | | 617,332 | | | 2,635,908 | | | - | | | - | | | 2,635,908 | |
Stock-based compensation | | - | | | - | | | - | | | 1,036,510 | | | 1,036,510 | |
Transfer of value on exercise | | | | | | | | | | | | | | | |
of stock options | | - | | | 978,256 | | | - | | | (978,256 | ) | | - | |
Loss for the period | | - | | | - | | | (2,945,869 | ) | | - | | | (2,945,869 | ) |
| | | | | | | | | | | | | | | |
Balance – March 31, 2006 | | 48,915,913 | | | 146,887,367 | | | (35,989,856 | ) | | 5,863,332 | | | 116,760,843 | |
Western Silver Corporation |
Notes to the Consolidated Financial Statements (unaudited) |
|
(expressed in Canadian dollars) |
1 | Basis of preparation |
| |
| The accompanying unaudited interim consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles for the preparation of interim statements. Accordingly, these interim statements do not contain all the information required for annual financial statements and should be read in conjunction with the most recent annual consolidated financial statements of Western Silver Corporation (the Company). These consolidated financial statements follow the same accounting policies and methods of application as the most recent annual consolidated financial statements of the Company with the exception of the adoption of Accounting Guideline 15 “Consolidation of Variable Interest Entities”(note 5). |
| |
2 | Mineral properties |
| | | | | | Costs | | | Disposition/ | | | | | | Costs | | | | |
| | | Total costs to
| | | incurred | | | write-offs | | | Total costs to | | | incurred | | | Total costs to | |
| | | September 30,
| | | during | | | during | | | September 30, | | | during | | | March 31, | |
| | | 2004 | | | 2005 | | | 2005 | | | 2005 | | | the period | | | 2006 | |
| | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | | | | | | | | |
| Mexico | | | | | | | | | | | | | | | | | | |
| Faja de Plata | | | | | | | | | | | | | | | | | | |
| Peñasquito | | | | | | | | | | | | | | | | | | |
| Acquisition | | 14,113,978 | | | 592,100 | | | - | | | 14,706,078 | | | 3,088,365 | | | 17,794,443 | |
| Exploration | | 12,670,976 | | | 9,975,647 | | | - | | | 22,646,623 | | | 2,652,389 | | | 25,299,012 | |
| Feasibility | | | | | | | | | | | | | | | | | | |
| studies | | 1,569,580 | | | 4,690,852 | | | - | | | 6,260,432 | | | 680,189 | | | 6,940,621 | |
| Development | | - | | | - | | | - | | | - | | | 6,426,033 | | | 6,426,033 | |
| | | | | | | | | | | | | | | | | | | |
| | | 28,354,534 | | | 15,258,599 | | | - | | | 43,613,133 | | | 12,846,976 | | | 56,460,109 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| El Salvador | | | | | | | | | | | | | | | | | | |
| Acquisition | | 1,889,672 | | | - | | | - | | | 1,889,672 | | | - | | | 1,889,672 | |
| Exploration | | | | | | | | | | | | | | | | | | |
| El Salvador | | 2,424,275 | | | - | | | - | | | 2,424,275 | | | - | | | 2,424,275 | |
| San Nicolas | | 4,510,825 | | | 181,922 | | | - | | | 4,692,747 | | | 56,190 | | | 4,748,937 | |
| Tamara | | 1,849,259 | | | - | | | 1,849,259 | ) | | - | | | - | | | - | |
| | | | | | | | | | | | | | | | | | | |
| | | 10,674,031 | | | 181,922 | | | (1,849,259 | ) | | 9,006,694 | | | 56,190 | | | 9,062,884 | |
| | | | | | | | | | | | | | | | | | | |
| Almoloya | | | | | | | | | | | | | | | | | | |
| Acquisition | | 82,726 | | | 53,431 | | | - | | | 136,157 | | | 30,859 | | | 167,016 | |
| Exploration | | 42,152 | | | 14,346 | | | - | | | 56,498 | | | - | | | 56,498 | |
| | | | | | | | | | | | | | | | | | | |
| | | 124,878 | | | 67,777 | | | - | | | 192,655 | | | 30,859 | | | 223,514 | |
| | | | | | | | | | | | | | | | | | | |
| Bacanora | | | | | | | | | | | | | | | | | | |
| Acquisition | | 10,659 | | | 6,432 | | | - | | | 17,091 | | | - | | | 17,091 | |
| Exploration | | 30,627 | | | 8,376 | | | - | | | 39,003 | | | 1,293 | | | 40,296 | |
| | | | | | | | | | | | | | | | | | | |
| | | 41,286 | | | 14,808 | | | - | | | 56,094 | | | 1,293 | | | 57,387 | |
| | | | | | | | | | | | | | | | | | | |
| Canada | | | | | | | | | | | | | | | | | | |
| Carmacks | | | | | | | | | | | | | | | | | | |
| Acquisition | | 4,000,000 | | | 100,000 | | | - | | | 4,100,000 | | | 100,000 | | | 4,200,000 | |
| | | | | | | | | | | | | | | | | | | |
| | | 43,194,729 | | | 15,623,106 | | | (1,849,259 | ) | | 56,968,576 | | | 13,035,318 | | | 70,003,894 | |
The accompanying notes are an integral part of these consolidated financial statements.
Western Silver Corporation |
Notes to the Consolidated Financial Statements (unaudited) |
|
(expressed in Canadian dollars) |
3 | Capital stock |
| |
| Authorized - Unlimited common shares without par value Issued |
| | | Number | | | | |
| | | of shares | | | Amount | |
| | | | | | $ | |
| | | | | | | |
| Balance at September 30, 2004 | | 41,241,581 | | | 79,249,498 | |
| | | | | | | |
| Pursuant to a financing at $10.25 per share | | 6,325,000 | | | 60,414,626 | |
| Pursuant to the exercise of warrants | | 120,000 | | | 693,600 | |
| Pursuant to the exercise of stock options | | 612,000 | | | 2,215,420 | |
| Transfer of value on exercise of stock options and warrants | | - | | | 700,059 | |
| | | | | | | |
| Balance at September 30, 2005 | | 48,298,581 | | | 143,273,203 | |
| | | | | | | |
| Pursuant to the exercise of stock options | | 617,332 | | | 2,635,908 | |
| Transfer of value on exercise of stock options | | - | | | 978,256 | |
| | | | | | | |
| Balance at March 31, 2006 | | 48,915,913 | | | 146,887,367 | |
| |
| During the six months ended March 31, 2006, the Company received $2,635,908 from the exercise of 617,332 stock options at exercise prices ranging from $1.00 to $10.25. |
| |
4 | Stock options |
| |
| Effective April 4, 2005, the shareholders adopted a 10% rolling stock option plan (rolling plan). All previously existing plans and stock options were incorporated into the rolling plan. At any point in time, the Company may issue stock options for the purchase of up to 10% of issued capital. The exercise price of the stock options shall be equal to, or less, than the market value of the Company’s common shares on the last trading day immediately preceding the date of grant. Stock options vest over a two year period from the date of grant unless otherwise determined by the directors. The maximum stock option term is 10 years. As at March 31, 2006, the Company can issue an additional 2,547,923 stock options. |
The accompanying notes are an integral part of these consolidated financial statements.
Western Silver Corporation |
Notes to the Consolidated Financial Statements (unaudited) |
|
(expressed in Canadian dollars) |
A summary of the Company’s stock options outstanding at March 31, 2006 and September 30, 2005 and the changes for the periods then ended, is presented below:
| | | | | | Weighted | | | | | | Weighted | |
| | | Six months | | | average | | | | | | average | |
| | | ended | | | exercise | | | Year ended | | | exercise | |
| | | March 31, | | | price | | | September 30, | | | price | |
| | | 2006 | | | $ | | | 2005 | | | $ | |
| | | | | | | | | | | | | |
| Balance outstanding - | | | | | | | | | | | | |
| Beginning of period | | 2,961,000 | | | 6.07 | | | 2,713,000 | | | 4.19 | |
| Granted | | - | | | - | | | 860,000 | | | 10.25 | |
| Exercised | | (617,332 | ) | | 4.27 | | | (612,000 | ) | | 3.62 | |
| | | | | | | | | | | | | |
| Balance outstanding – End | | | | | | | | | | | | |
| of period | | 2,343,668 | | | 6.54 | | | 2,961,000 | | | 6.07 | |
Stock options outstanding at March 31, 2006 are as follows:
| | | | Options | | | Weighted | | | | |
| Exercise | | | outstanding at | | | average | | | Average remaining | |
| price | | | March 31, | | | exercise price | | | contractual life | |
| $ | | | 2006 | | | $ | | | (years) | |
| | | | | | | | | | | |
| 1.00 - 1.50 | | | 782,000 | | | 1.32 | | | 0.91 | |
| 2.00 | | | 75,000 | | | 2.00 | | | 0.56 | |
| 3.28 | | | 8,500 | | | 3.28 | | | 1.69 | |
| 6.00 – 6.80 | | | 183,600 | | | 6.63 | | | 2.79 | |
| 9.54 – 10.25 | | | 1,294,568 | | | 9.98 | | | 3.69 | |
| | | | | | | | | | | |
| | | | 2,343,668 | | | 6.54 | | | 2.59 | |
Of the total stock options granted and outstanding, 1,770,335 were vested at March 31, 2006. The exercise price of vested stock options ranges from $1.00 – $10.25.
The fair value of all stock options granted by the Company to employees, and non-employees, is treated as compensation costs in accordance with CICA Handbook section 3870 Stock-based Compensation. These costs are charged to the statement of loss, or are capitalized, over the stock option vesting period. The Company’s allocation of stock-based compensation is consistent with its treatment of other types of compensation. The value of stock-based compensation awards is determined by using the Black-Scholes option pricing model.
The accompanying notes are an integral part of these consolidated financial statements.
Western Silver Corporation |
Notes to the Consolidated Financial Statements (unaudited) |
|
(expressed in Canadian dollars) |
The valuation of stock options is determined at the time of grant. The most recent stock option grant occurred in August 2005. The valuation of those stock options was based on the following assumptions:
| Average risk-free interest rate | 3.27% |
| Expected dividend yield | - |
| Expected stock price volatility | 65% |
| Expected option term, in years | 3.58 |
Option pricing models require the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable single measure of the fair value of the company’s stock options granted and/or vested during the year.
5 | Change in accounting policy |
| |
| Effective October 1, 2005, the Company adopted the new Accounting Guideline 15 (AcG-15) “Consolidation of Variable Interest Entities”. The new standard establishes when a company should consolidate a variable interest entity in its financial statements. AcG-15 provides the definition of a variable interest entity and requires a variable interest entity to be consolidated if a company is at risk of absorbing a majority of the variable interest entity’s expected losses, or is entitled to receive a majority of the variable interest entity’s residual returns, or both. The adoption of this guideline had no impact on the Company’s financial results. |
| |
6 | Contract commitments |
| |
| The Company subleases office space. The agreement expires October 29, 2009. The total amount of payments remaining during the course of the agreement is $938,037, of which $261,778 is due during in the next 12 months. The remaining $676,259 is due between April 1, 2007 and October 29, 2009. |
| |
7 | Segmented information |
| |
| The Company operates in one reportable operating segment - the acquisition, exploration and development of resource properties. |
| |
| Interest income is earned in Canada. |
| |
| The Company’s mineral properties are located in Canada and Mexico. The geographic breakdown of mineral properties is shown in note 2. |
| |
| All other non-current assets are held in Canada. |
The accompanying notes are an integral part of these consolidated financial statements.
Western Silver Corporation |
Notes to the Consolidated Financial Statements (unaudited) |
|
(expressed in Canadian dollars) |
8 | Legal matters |
| |
| Western has been advised that a writ was filed in October 2005 in the British Columbia Supreme Court against the Company and Major Drilling Group International Inc. (Major). The writ was filed by one of the Company’s consultants with respect to an accident that occurred during the Company’s exploration program in 2003. Under its contract with Major, Western believes that it would be fully indemnified by Major if any damages were awarded against the Company. No damage amount has been set out and the writ has not been served on the Company. |
| |
9 | Plan of arrangement – Glamis Gold Ltd. |
| |
| On February 24, 2006, Western Silver Corporation (Western Silver) and Glamis Gold Ltd. (Glamis) announced a plan of arrangement (the Agreement), whereby Glamis will acquire all the outstanding shares of Western Silver. Pursuant to the Agreement, each Western Silver shareholder will receive 0.688 of a Glamis common share and a share in Western Copper Corporation (Western Copper) for each issued Western Silver share. As part of the agreement, Western Silver will transfer to Western Copper cash and cash equivalents of approximately $38.76 million, its interest in Carmacks Copper and the Almoloya projects, and office equipment relating to Western Silver’s corporate office. The transaction is expected to close in May 2006. |
The accompanying notes are an integral part of these consolidated financial statements.