FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934
For the month of November, 2003
SEC File #0-24570
- --------------------------------------------------------------------------------
CENTRAL MINERA CORP.
Ste. 1040 - 885 West Georgia St.
Vancouver, BC
V6C 3E8
CANADA
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F
Form 20-F X Form 40-F
----- -----
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
----- -----
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b) : 82-
THIS FORM 6-K CONSISTS OF:
BC FORM 51-901F
AUDITED FINANCIAL STATEMENTS
BC FORM 51-901F
MANAGEMENT DISCUSSION AND ANALYSIS
NOTICE OF MEETING
FORM OF PROXY
PROXY CIRCULAR
NOTICE OF CHANGE OF AUDITOR
LETTER FROM RESIGNING AUDITOR
LETTER FROM SUCCESSFUL AUDITOR
LETTER FROM BOARD
MATERIAL CHANGE REPORT - BC FORM 53-901F
PRESS RELEASE
BC FORM 51-901F
1ST QUARTER FINANCIAL STATEMENTS
BC FORM 51-901F
1ST QUARTER MANAGEMENT DISCUSSION AND ANALYSIS
LETTER RE: MAILING
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CENTRAL MINERA CORPORATION
By: "Michael Cytrynbaum"
Name: Michael Cytrynbaum
Title: President
Date: November 24, 2003
BRITISH COLUMBIA ANNUAL REPORT
SECURITIES COMMISSION BC FORM 51-901F
(previously Form 61)
CENTRAL MINERA CORP.
YEAR ENDING JUNE 30, 2003
- --------------------------------------------------------------------------------------------
ISSUER DETAILS FOR YEAR ENDED DATE OF REPORT
NAME OF ISSUER (YY/MM/DD)
Central Minera Corp. June 30, 2003 2003/11/14
- --------------------------------------------------------------------------------------------
ISSUER ADDRESS
1040 - 885 West Georgia Street
- --------------------------------------------------------------------------------------------
CITY/PROVINCE/POSTAL CODE ISSUER FAX NO. ISSUER TELEPHONE NO.
Vancouver, British Columbia, V6C 3E8 (604) 669-0131 (604) 687-6191
- --------------------------------------------------------------------------------------------
CONTACT NAME CONTACT'S POSITION CONTACT PHONE NO.
Barbara West (604) 687-6191
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CONTACT E-MAIL ADDRESS WEB SITE ADDRESS
barbwest@look.ca N/A
- --------------------------------------------------------------------------------------------
CERTIFICATE
The schedules required to complete this Report are attached and the disclosure contained
therein has been approved by the Board of Directors. A copy of this Report will be provided
to any shareholder who requests it.
- --------------------------------------------------------------------------------------------
DIRECTOR'S SIGNATURE PRINT FULL NAME DATE SIGNED
"Michael Cytrynbaum" Michael Cytrynbaum 2003/11/14
- --------------------------------------------------------------------------------------------
DIRECTOR'S SIGNATURE PRINT FULL NAME DATE SIGNED
"Murray Kosick" Murray Kosick 2003/11/14
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CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
JUNE 30, 2003
(EXPRESSED IN U.S. DOLLARS)
(STEELE & CO. LETTERHEAD)
AUDITORS' REPORT
TO THE SHAREHOLDERS OF
CENTRAL MINERA CORP.
We have audited the balance sheets of Central Minera Corp. (a development stage
company) as at June 30, 2003 and 2002 and the statements of operations and
deficit and cash flow for the periods ended June 30, 2003, 2002 and 2001. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with Canadian generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance 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.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at June 30, 2003 and 2002 and
the results of its operations and changes in its cash resources for the years
ended June 30, 2003, 2002 and 2001 in accordance with Canadian generally
accepted accounting principles consistently applied.
Vancouver, Canada "STEELE & CO."
September 9, 2003 CHARTERED ACCOUNTANTS
COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA-U.S. REPORTING CONFLICT
In the United States, reporting standards for auditors require the addition of
an explanatory paragraph (following the opinion paragraph) when the financial
statements are affected by conditions and events that cast substantial doubt on
the Company's ability to continue as a going concern, such as that described in
Note 1 of these financial statements. Our report to the shareholders dated
September 9, 2003 is expressed in accordance with Canadian reporting standards
which do not permit a reference to such uncertainties in the auditors' report
when the uncertainties are adequately disclosed in the financial statements.
Vancouver, Canada "STEELE & CO."
September 9, 2003 CHARTERED ACCOUNTANTS
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(EXPRESSED IN U.S. DOLLARS)
JUNE 30,
2003 2002
------------ ------------
ASSETS
CURRENT
CASH (NOTE 4) $ 65,569 $ 6,021
FUNDS HELD IN TRUST - 175,000
ACCOUNTS RECEIVABLE 19,143 8,929
MARKETABLE SECURITIES (NOTE 5) 8,513 6,418
------------ ------------
93,225 196,368
CAPITAL (NOTE 6) 2,109 -
MINERAL PROPERTIES AND INTERESTS (NOTE 7) 2 2
------------ ------------
$ 95,336 $ 196,370
============ ============
LIABILITIES
CURRENT
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES $ 24,209 $ 75,290
LOAN PAYABLE - 19,749
------------ ------------
24,209 95,039
------------ ------------
SHARE CAPITAL AND DEFICIT
CONVERTIBLE DEBENTURES (NOTE 8) 300,000 250,000
SHARE CAPITAL (NOTE 9) 41,547,541 41,441,857
DEFICIT (41,776,414) (41,590,526)
------------ ------------
71,127 101,331
------------ ------------
$ 95,336 $ 196,370
============ ============
RELATED PARTY TRANSACTIONS (NOTE 10)
COMMITMENTS (NOTE 11)
APPROVED BY THE DIRECTORS
"Michael Cytrynbaum"
- -------------------------
"Murray Kosick"
- -------------------------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS AND DEFICIT
(EXPRESSED IN U.S. DOLLARS)
CUMULATIVE
TO JUNE 30, YEARS ENDED JUNE 30,
2003 2003 2002 2001
----------- ----------- ----------- -----------
ADMINISTRATION EXPENSES
ACCOUNTING AND AUDIT $ 693,355 $ 8,141 $ 23,845 $ 24,771
AMORTIZATION 282,311 372 912 15,194
CONSULTING FEES 1,801,122 107,304 40,490 64,048
LEGAL 1,843,752 129,860 75,944 33,673
OFFICE 927,375 5,912 12,268 14,072
RENT 726,425 153 72,065 65,010
SALARIES AND BENEFITS 291,252 11,854 - -
TRANSFER AGENT AND FILING FEES 161,762 16,345 8,042 11,418
TRAVEL AND PROMOTION 1,215,901 21,372 999 4,648
----------- ----------- ----------- -----------
7,943,255 301,313 234,565 232,834
----------- ----------- ----------- -----------
INTEREST AND OTHER INCOME (1,517,838) (7,249) (30,242) (85,495)
LOSS (GAIN) ON FOREIGN EXCHANGE 43,924 (11,572) (3,213) 4,462
WRITE-DOWN OF INVESTMENT IN PRIVATE COMPANY (NOTE 7) 1,000,799 - - 1,000,799
LOSS (GAIN) ON SALE AND WRITE-DOWN OF MARKETABLE SECURITIES (13,961) 2,079 - 7,222
WRITE-DOWN OF MINERAL PROPERTIES (NOTE 7) 24,724,778 741 - 960
LOSS ON SALE OF CAPITAL ASSETS 11,307 - 1,512 -
SETTLEMENT OF LAWSUITS, NET OF (RECOVERIES) 729,038 (99,424) - (310,538)
LOSS ON SALE OF SUBSIDIARY 8,855,112 - - -
----------- ----------- ----------- -----------
33,833,159 (115,425) (31,943) 617,410
----------- ----------- ----------- -----------
NET LOSS FOR THE PERIOD 41,776,414 185,888 202,622 850,244
DEFICIT BEGINNING OF THE PERIOD - 41,590,526 41,387,904 40,537,660
----------- ----------- ----------- -----------
DEFICIT END OF THE PERIOD $41,776,414 $41,776,414 $41,590,526 $41,387,904
=========== =========== =========== ===========
NET LOSS PER COMMON SHARE $ .01 $ .01 $ .04
=========== =========== ===========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 21,826,240 21,760,068 21,760,068
=========== =========== ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOW
(EXPRESSED IN U.S. DOLLARS)
CUMULATIVE
TO JUNE 30, YEARS ENDED JUNE 30,
2003 2003 2002 2001
------------ --------- --------- -----------
CASH PROVIDED (USED) BY
OPERATING ACTIVITIES
NET LOSS FOR THE PERIOD $(41,776,414) $(185,888) $(202,622) $ (850,244)
ITEMS NOT INVOLVING CASH
AMORTIZATION 282,310 372 912 15,194
LOSS ON SALE OF SUBSIDIARY 8,855,112 - - -
LOSS ON SALE OF CAPITAL ASSETS 11,307 - 1,512 -
WRITE-DOWN OF INVESTMENT IN PRIVATE COMPANY 1,000,799 - - 1,000,799
WRITE-DOWN OF MINERAL PROPERTIES 24,724,777 741 - 960
STOCK COMPENSATION EXPENSE 9,073 9,073 - -
SHARE CONSIDERATION PAYABLE INCLUDED IN
ALLOWANCE FOR SETTLEMENT OF LAWSUITS 375,000 - - -
------------ --------- --------- -----------
(6,518,036) (175,702) (200,198) 166,709
NET CHANGE IN NON-CASH WORKING CAPITAL ITEMS
ACCOUNTS RECEIVABLE (19,143) (10,214) 6,934 7,990
RENT DEPOSIT - - 17,559 -
MARKETABLE SECURITIES (8,513) (2,095) - 162
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 24,209 (51,081) 56,172 (41,842)
------------ --------- --------- -----------
(6,521,483) (239,092) (119,533) 133,019
------------ --------- --------- -----------
FINANCING ACTIVITIES
LOAN AND CONVERTIBLE DEBENTURES PAYABLE 321,611 51,862 269,749 -
FUNDS HELD IN TRUST - 175,000 (175,000) -
SHARES ISSUED FOR CASH 25,391,857 75,000 - 901,002
------------ --------- --------- -----------
25,713,468 301,862 94,749 901,002
------------ --------- --------- -----------
INVESTING ACTIVITIES
MINERAL PROPERTIES (17,311,378) (741) - (957)
INVESTMENT IN PRIVATE COMPANY (1,000,799) - - (1,000,800)
PURCHASE OF CAPITAL ASSETS (814,239) (2,481) - (3,636)
------------ --------- --------- -----------
(19,126,416) (3,222) - (1,005,393)
------------ --------- --------- -----------
CHANGE IN CASH FOR THE PERIOD 65,569 59,548 (24,784) 28,628
CASH BEGINNING OF THE PERIOD - 6,021 30,805 2,177
------------ --------- --------- -----------
CASH END OF THE PERIOD $ 65,569 $ 65,569 $ 6,021 $ 30,805
============ ========= ========= ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2003
(EXPRESSED IN U.S. DOLLARS)
1. GOING CONCERN CONSIDERATIONS
These financial statements have been prepared on the assumption that the
Company will continue as a going concern, meaning it will continue in
operation for the foreseeable future and will be able to realize assets and
discharge liabilities in the normal course of operations. Different bases
of measurement may be appropriate when a company is not expected to
continue operations for the foreseeable future. As at September 9, 2003,
the Company had not reached a level of operations which would finance
day-to-day activities. The Company's continuation as a going concern is
dependent upon its ability to attain profitable operations and generate
funds therefrom and/or raise equity capital or borrowings sufficient to
meet current and future obligations.
For the years ended June 30, 2003, 2002 and 2001, the Company sustained
operating losses of $185,888, $202,622 and $850,244 respectively.
2. CONTINUING OPERATIONS
The Company is engaged in the acquisition, exploration and development of
mineral properties. At the Company's annual general meeting in December,
2001, the shareholders approved the consolidation of the Company's shares
to a maximum ratio of 1:20 and to change its domicile. The directors are
authorized to implement these changes at their discretion. No changes have
been implemented.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Mineral Properties
The Company accounts for its mineral properties whereby all direct
costs relative to the acquisition are capitalized and all exploration
and development of these properties are expensed until an economic
feasibility study is completed. All pre-production revenue and option
proceeds received are first credited against the costs of the related
property, with any excess credited to earnings. Once commercial
production has commenced, the net costs of the applicable property are
charged to operations using the unit-of-production method based on
reserves. On an ongoing basis, the Company evaluates each property
based on results to date to determine the nature of exploration work
that is warranted in the future. If there is little prospect of future
work being carried out on a property, the costs related to that
property are written down to the estimated amount recoverable.
The Company's mineral properties are in the exploration stage and it
has not yet been determined whether the properties contain ore
reserves that are economically recoverable. The amounts shown for
mineral properties are not intended to reflect present or future
values. The recoverability of the investment in these properties is
dependent upon the existence of economically recoverable reserves,
confirmation of the Company's interest in the mineral properties, the
ability of the Company to finance their development and upon future
profitable production.
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2003
(EXPRESSED IN U.S. DOLLARS)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
b. Foreign Currency Translation
The Company's operations have been translated into U.S. dollars using
the temporal method. Under this method, monetary assets and
liabilities have been translated at the period end exchange rates.
Non-monetary assets have been translated using historical rates of
exchange. Revenues and expenses have been translated into U.S. dollars
at the average rate of exchange prevailing during the period, except
for amortization which is translated at exchange rates applicable to
the related asset. Translation gains or losses are included in the
determination of earnings.
c. Loss Per Share
Loss per share has been calculated using the weighted average number
of shares outstanding.
d. Estimates and Fair Values
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Significant areas requiring
the use of management estimates relate to the determination of
impairment of assets, environmental issues and the outcome of
lawsuits. Actual results could differ from those estimates. The
financial instruments, which are reported as assets and liabilities,
both recognized and unrecognized, are carried at amounts which
approximate fair values.
e. Capital Assets
Capital assets are recorded at cost. The cost, less the salvage or
residual value, is charged to income over their estimated useful
lives, using the following annual rates and method:
Office furniture and equipment declining balance at 20% - 30% per annum
f. Incentive Stock Options
On July 1, 2002, the Company prospectively adopted new recommendations
of the Canadian Institute of Chartered Accountants related to the
recognition, measurement and disclosure of stock-based compensation.
These recommendations encourage, but do not require, enterprises to
recognize compensation costs for incentive stock options using the
fair value based method. Under the fair value based method, the value
of a stock option is determined using an option pricing model that
takes into account as of the grant date, the exercise price, expected
life of the option, the current price of the underlying stock, its
expected volatility, expected dividends on the stock and the risk-free
interest rate over the expected life of the option.
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2003
(EXPRESSED IN U.S. DOLLARS)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
f. Incentive Stock Options (Continued)
Pursuant to these recommendations, the Company has elected not to
adopt the fair value method of accounting for its employee incentive
stock options because of the Company's limited use of stock-based
compensation in relation to the complexity of the computation
required. The Company provides, in Note 9, pro-forma information on
the impact on the financial statements if the fair market value based
method described above was applied to incentive stock options. The
Company accounts for incentive stock options using the settlement
method. Under this method, no compensation expense is recognized on
the grant of incentive stock options and consideration received on
exercise is credited to share capital. Stock based awards made to
non-employees are measured and recognized using a fair value based
method.
g. Income Taxes
The Company accounts for income taxes whereby the cost (benefit) of
current and future income taxes is recognized as income tax expense in
the determination of results of operations for the period. Future
income tax liabilities (assets) are the amount of income taxes arising
from taxable temporary differences between the tax bases of an asset
or liability and its carrying amount in the balance sheet. Income tax
liabilities and assets are recognized when they are more likely than
not to be realized and are measured using the income tax rates and
laws that are expected to apply at the time of settlement or
realization.
h. Cumulative and Comparative Figures
The cumulative amounts in the statements of operations and cash flow
include the results of operations which were discontinued by the
disposal or abandonment of subsidiary companies. Certain of the
comparative figures have been re-classified to conform to the current
year's financial statement presentation.
4. CASH
The Company maintains its cash balances in various currencies. At the year
end, the currencies held and the United States equivalents were as follows:
2003 2002
------- ------
Canadian dollars $ 8,839 $3,051
U.S. dollars 56,730 2,970
------- ------
$65,569 $6,021
======= ======
5. MARKETABLE SECURITIES
Marketable securities are carried in the accounts at the lesser of quoted
market value and cost. The current quoted market value of the securities is
$12,000.
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2003
(EXPRESSED IN U.S. DOLLARS)
6. CAPITAL ASSETS
ACCUMULATED NET BOOK VALUE
COST AMORTIZATION 2003 2002
------ ------------ ------ ----
Office furniture and equipment $2,481 $372 $2,109 $-
7. MINERAL PROPERTIES AND INTERESTS
a. Investment in Private Company
The Company acquired a 15.72% interest in a private company
incorporated in Nevada, U.S.A. The Nevada company is in the
development stage and is exploring properties in southern Nevada (the
"Eldorado Project"). It is unlikely that any benefit will accrue to
the Company during the development stages and the Company's investment
of $1,000,800 has been written down to a nominal value.
b. Mineral Property Interests
The Company has abandoned its mineral interests in Canada, Mexico,
Nicaragua and Nevada and all property-related costs have been
expensed.
8. CONVERTIBLE DEBENTURES
The Company has completed a convertible debenture issue of $300,000. The
debentures are unsecured, have a maturity date of July 31, 2004 and are
deemed to have been converted into units of the Company on July 31, 2003 in
the ratio of one unit for each $.10 (3,000,000 units). Each unit consists
of one variable multiple voting share and one non-transferrable share
purchase warrant to acquire one subordinate voting share at $.10
(originally $.30) per share before July 31, 2004. Related parties have
subscribed for the debentures.
9. SHARE CAPITAL
a. Authorized
3,000,000 multiple variable voting shares without par value
Unlimited number of subordinate voting shares without par value
During the year the Company altered its existing share capital into
variable multiple voting shares and subordinate voting shares. The
variable multiple voting shares are identical to the subordinate
shares except they may only be transferred with the approval of the
directors and entitle the holder to more than one vote calculated on a
predetermined ratio between the share classes. The variable multiple
voting shares may be converted into subordinate shares at a ratio of
1:1 with a mandatory conversion if the then outstanding balance is
less than 1,500,000 shares.
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2003
(EXPRESSED IN U.S. DOLLARS)
9. SHARE CAPITAL (CONTINUED)
b. Subordinate Voting Shares
Issued
PRICE PER
SHARE SHARES CONSIDERATION
--------- ---------- -------------
Balance June 30, 2002 and 2001 21,760,068 $41,441,857
Shares issued
For cash - Private placement $.10 750,000 75,000
For debt settlement (related party loan payable) $.10 216,114 21,611
Escrow shares cancelled (562,500) -
Stock option expense $ - - 9,073
---------- -----------
Balance June 30, 2003 22,163,682 $41,547,541
========== ===========
c. Incentive Stock Option
The Company has a stock option plan for which options granted under
the plan generally have a maximum term of ten years. The exercise
price of each option equals the market price of the Company's shares
on the date of the grant.
Details of director, employee and consultants share purchase options
are as follows:
BALANCE BALANCE
JUNE 30, JUNE 30, EXERCISE
2002 CHANGE 2003 PRICE EXPIRY DATE
--------- ---------- --------- -------- ------------------
1,065,000 (1,065,000) - $.20 September 14, 2002
700,000 (700,000) - $.20 October 18, 2002
400,000 (400,000) - $.20 December 3, 2002
- 600,000 600,000 $.20 December 31, 2003
- 1,325,000 1,325,000 $.20 December 31, 2005
--------- --------- ---------
2,165,000 (240,000) 1,925,000
========= ========= =========
The weighted average exercise price of options outstanding as at June
30, 2003 is $.20 (2002 - $.20).
The Company is required to disclose the pro-forma effects on net loss
and net loss per share data as if the Company had elected to use the
fair value approach to account for its incentive stock options plans
as described in Note 3(f). If this approach had been applied, the
Company's net loss and net loss per share would have been as below:
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2003
(EXPRESSED IN U.S. DOLLARS)
9. SHARE CAPITAL (CONTINUED)
c. Incentive Stock Option (Continued)
Loss for the year
As reported $185,888
Pro-forma $218,428
Basic and fully diluted loss per share
As reported $ .01
Pro-forma $ .01
The fair value for the options was estimated using the Black-Scholes
option pricing model assuming: no expected dividends; interest rate -
3.25%, term - 2 years; and share price volatility - 36%.
d. Share Purchase Warrants
BALANCE BALANCE
JUNE 30, JUNE 30, EXERCISE
2002 CHANGE 2003 PRICE EXPIRY DATE
--------- ------ --------- ---------- ----------------
3,000,000 - 3,000,000 $.10/2 wts November 30, 2003
3,003,340 - 3,003,340 $.10/2 wts November 30, 2003
- 966,114 966,114 $.10/1 wt June 5, 2005
--------- ------- ---------
6,003,340 966,114 6,969,454
========= ======= =========
During the year, the Company repriced its outstanding warrants as at
June 30, 2002 to $.10 from $.15 and $.30 respectively.
e. Subsequent Event
Subsequent to the year end, the Company issued 3,000,000 multiple
variable voting shares and warrants to acquire 3,000,000 subordinate
voting shares at $.10 per share exercisable to July 31, 2004.
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2003
(EXPRESSED IN U.S. DOLLARS)
10. RELATED PARTY TRANSACTIONS
Related party transactions not separately disclosed elsewhere in these
financial statements were as follows:
2003 2002 2001
------- ------- -------
Consulting or other fees paid to
directors/officers or to companies
controlled by directors/officers $94,390 $35,754 $59,769
======= ======= =======
Occupancy costs charged to companies
controlled by a director/officer and
a public company under common management $ - $29,135 $52,280
======= ======= =======
11. COMMITMENTS
The Company has entered into a management agreement, with a company
controlled by a director, which requires minimum annual payments of
approximately $128,000 ($180,000 Cdn). The agreement contains a clause
requiring a termination payment of approximately $64,000. The corporate
related party has voluntarily reduced the monthly fee to $5,400 (Cdn.
$7,500) commencing March, 2003.
12. INCOME TAXES
As at June 30, 2003, the Company has Canadian operating losses available to
reduce future years' taxable income of approximately $4,368,000. The losses
commence to expire in 2004. No future income tax benefit has been reflected
in the financial statements.
13. SEGMENTED INFORMATION
The Company is organized based on geographic areas. Information by
reportable segment is as follows:
2003 CANADA USA TOTAL
---- -------- --- --------
Operations
Interest income $ (852) $- $ (852)
Amortization 372 - 372
Administration and other 186,368 - 186,368
-------- -- --------
Loss for the year $185,888 $- $185,888
======== == ========
Total assets $ 95,335 $1 $ 95,336
======== == ========
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2003
(EXPRESSED IN U.S. DOLLARS)
13. SEGMENTED INFORMATION (CONTINUED)
2002 CANADA USA TOTAL
---- --------- ---------- --------
Operations
Interest income $ (199) $ - $ (199)
Amortization 912 - 912
Administration and other 201,909 - 201,909
--------- ---------- --------
Loss for the year $ 202,622 $ - $202,622
========= ========== ========
Total assets $ 196,369 $ 1 $196,370
========= ========== ========
2001 CANADA USA TOTAL
---- --------- ---------- --------
Operations
Interest income $ (22,169) $ - $(22,169)
Amortization 15,194 - 15,194
Administration and other (143,580) 1,000,799 857,219
--------- ---------- --------
Loss for the year $(150,555) $1,000,799 $850,244
========= ========== ========
Total assets $ 73,070 $ 1 $ 73,071
========= ========== ========
14. RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED
STATES ("U.S. GAAP")
These financial statements have been prepared in accordance with accounting
principles generally accepted in Canada. A description of accounting
principles that differ in certain respects from United States generally
accepted accounting principles follows:
a. Income Taxes
For the purposes of U.S. GAAP, the Company adopted Financial
Accounting Standards Board Statement No. 109 "Accounting for Income
Taxes". Statement 109 changed the method companies use to account for
income taxes from the deferral method to an asset and liability
method. As indicated, the Company has unrecognized losses being
carried forward for income tax purposes. As there is no certainty as
to utilization of the losses, the benefit attributable thereto would
be fully offset by a valuation allowance. Accordingly, the application
of Statement 109 does not result in a material difference for U.S.
GAAP accounting purposes.
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2003
(EXPRESSED IN U.S. DOLLARS)
14. RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED
STATES ("U.S. GAAP") (CONTINUED)
b. Stock-Based Compensation
For purposes of U.S. GAAP, the Company has chosen to apply the
intrinsic value based method of accounting prescribed by Accounting
Principles Board Opinion No. 25 ("APB No. 25") "Accounting for Stock
Issued to Employees" for measuring the value of stock-based
compensation. The intrinsic value-based method requires that
compensation expense be recorded at the time of granting for the
excess of the quoted market price over the exercise price granted to
employees and directors under stock option plans. If a stock option is
not exercised, the compensation expense recorded in the previous
period is reversed by decreasing the compensation expense in the
period of forfeiture.
c. Other Accounting Standards
i. The Company has adopted the Statement of Financial Accounting
Standards No. 130 ("SFAS 130") "Reporting Comprehensive Income"
with no impact on U.S. GAAP differences.
ii. The Company does not have any derivative or hedging instruments
and, therefore, Statement of Financial Accounting Standards No.
133 ("SFAS 133") "Accounting for Derivative Instruments and
Hedging Activity" has no impact on U.S. GAAP differences.
The effect of the differences between Canadian GAAP and U.S. GAAP on the
balance sheets and statements of operations and deficit is summarized
below:
June 30, 2003 2002 2001
-------- ------------ ------------ ------------
Share capital, under Canadian GAAP $ 41,547,541 $ 41,441,857 $ 41,441,857
Adjustment for APB No. 25 12,490 21,563 21,563
------------ ------------ ------------
Share capital under U.S. GAAP $ 41,560,031 $ 41,463,420 $ 41,463,420
============ ============ ============
Deficit, under Canadian GAAP $(41,776,414) $(41,590,526) $(41,387,904)
Adjustment for APB No. 25 (12,490) (21,563) (21,563)
------------ ------------ ------------
Deficit, under U.S. GAAP $(41,788,904) $(41,612,089) $(41,409,467)
============ ============ ============
Year Ended June 30, 2003 2002 2001
------------------- ------------ ------------ ------------
Loss for the period under Canadian GAAP $ (185,888) $ (202,622) $ (850,244)
Adjustment for APB No. 25 9,073 - -
------------ ------------ ------------
Net (loss) for the year under U.S. GAAP $ (176,815) $ (202,622) $ (850,244)
============ ============ ============
Net (loss) per share under U.S. GAAP $ (.01) $ (.01) $ (.04)
============ ============ ============
There is no effect on the statement of cash flow for the difference between
Canadian GAAP and U.S. GAAP.
BRITISH COLUMBIA ANNUAL REPORT
SECURITIES COMMISSION BC FORM 51-901F
(previously Form 61)
- --------------------------------------------------------------------------------
CENTRAL MINERA CORP.
Year ending June 30, 2003
- -----------------------------------------------------------------------------------------------------------------------------------
ISSUER DETAILS FOR YEAR ENDED DATE OF REPORT
NAME OF ISSUER (YY/MM/DD)
Central Minera Corp. June 30, 2003 2003/11/14
- -----------------------------------------------------------------------------------------------------------------------------------
ISSUER ADDRESS
1040 - 885 West Georgia Street
- -----------------------------------------------------------------------------------------------------------------------------------
CITY/PROVINCE/POSTAL CODE ISSUER FAX NO. ISSUER TELEPHONE NO.
Vancouver, British Columbia, V6C 3E8 (604) 669-0131 (604) 687-6191
- -----------------------------------------------------------------------------------------------------------------------------------
CONTACT NAME CONTACT'S POSITION CONTACT PHONE NO.
Barbara West (604) 687-6191
- -----------------------------------------------------------------------------------------------------------------------------------
CONTACT E-MAIL ADDRESS WEB SITE ADDRESS
barbwest@look.ca N/A
- -----------------------------------------------------------------------------------------------------------------------------------
CERTIFICATE
The schedules required to complete this Report are attached and the disclosure
contained therein has been approved by the Board of Directors. A copy of this
Report will be provided to any shareholder who requests it.
- -----------------------------------------------------------------------------------------------------------------------------------
DIRECTOR'S SIGNATURE PRINT FULL NAME DATE SIGNED
(YY/MM/DD)
"MICHAEL CYTRYNBAUM" Michael Cytrynbaum 2003/11/14
- -----------------------------------------------------------------------------------------------------------------------------------
DIRECTOR'S SIGNATURE PRINT FULL NAME DATE SIGNED
(YY/MM/DD)
"Murray Kosick" Murray Kosick 2003/11/14
- -----------------------------------------------------------------------------------------------------------------------------------
SCHEDULE "B"
CENTRAL MINERA CORP.
(a Development Stage Company)
Notes to Financial Statements
(in United States dollars)
June 30, 2003
- --------------------------------------------------------------------------------
1. ANALYSIS OF EXPENSES AND DEFERRED COSTS:
YEAR ENDED JUNE 30, 2003 COMPARED TO THE YEAR ENDED JUNE 30, 2002
During the year ended June 30, 2003 the company incurred a loss of
$185,888, as compared to a loss of $202,622 for the year ended June 30,
2002. The significant variances are as follows:
Accounting and Audit 15,704 Reduced activity
Consulting Fees (66,814) Includes office space
Legal (53,916) Settlement of Law suits
Rent 59,950 Included in Consulting Fee
Travel and Promotion (20,373) Nevada property
- --------------------------------------------------------------------------------
(Increase) decrease in loss
for the period 16,734
- --------------------------------------------------------------------------------
2. TRANSACTIONS WITH RELATED PARTIES:
Refer to Note 10 of the Financial Statements (Schedule "A").
3. SUMMARY OF SECURITIES ISSUED AND OPTIONS GRANTED DURING THE PERIOD:
Convertible debentures - Refer to Note 8 of the Financial Statements
(Schedule "A")
Authorized Share Capital - Refer to Note 9 (a) of the Financial Statements
(Schedule "A")
Issued Share Capital - Refer to Note 9 (b) of the Financial Statements
(Schedule "A")
Options & Warrants - Refer to Note 9 (c) and (d) of the Financial
Statements (Schedule "A")
4. SUMMARY OF SECURITIES AS AT THE END OF THE REPORTING PERIOD:
Refer to Note 5 of the Financial Statements (Schedule "A")
5. DIRECTORS AND OFFICERS:
Michael Cytrynbaum President and Director
Murray Kosick Director
Reinhard Siegrist Director
Carlo Civelli Vice-President, Finance, Europe
Joan Jamieson Corporate Secretary
Barbara West Assistant Corporate Secretary
SCHEDULE "C"
CENTRAL MINERA CORP.
June 30, 2003
- --------------------------------------------------------------------------------
MANAGEMENT DISCUSSION AND ANALYSIS
CURRENT OPERATIONS
Central Minera Corp. (the "Company") was largely inactive during the year ended
June 30, 2003.
At the annual general meeting of the Company held on December 17, 2002, the
shareholders voted in favour of amending the Articles of the Company. This
amendment to the Articles created a class of Variable Multiple Voting shares and
redesignated the existing Common shares as Subordinate Voting shares without any
change in their rights. Subsequent to the year end, 3,000,000 Variable Multiple
Voting shares were issued to satisfy the obligations of the Company under the
Convertible Debenture completed on July 18, 2002.
On May 16, 2003, the directors of the Company passed a resolution to reduce the
exercise price of outstanding purchase warrants previously issued. It was
determined that the exercise price of the outstanding warrants issued by the
Company and the warrants contemplated to be issued by the Company were no longer
competitive. The directors believed that it was in the best interests of the
Company to reduce the exercise price of such warrants, to encourage investors to
exercise the warrant. On November 7, 2003, the directors of the Company passed a
resolution to extend the expiry date of 6,003,340 outstanding purchase warrants
from November 30, 2003 until May 30, 2004.
On May 19, 1999, the Company filed a motion against former officers of the
Company, Messrs. Lavarack and Manning, respectively, to recover $264,000. The
$264,000 was paid to Messrs. Lavarack and Manning by the Company, by these two
previous officers to themselves or their holding companies on April 30, 1999,
the date of their respective resignation. A settlement was reached between all
parties on December 19, 2002. A condition of the Agreement and Mutual Release
dated December 8, 2002 requires that the terms of the agreement not be
disclosed.
In December, 2002 a Writ of Summons was filed against the Company by a former
director claiming costs for legal representation. This matter was settled out of
court and the Company settled the claim with payment of $50,000.
Other than the foregoing, the Company knows of no contemplated or pending legal
or arbitration proceedings including those relating to bankruptcy, governmental
receivership or similar proceeding and those involving any third party against
it, nor is the Company involved as a plaintiff in any material pending
litigation
GENERAL
The Company has a limited history of operations and has not generated any
operating revenues.
The Company's assets currently consist of:
- - a 25% interest in five mineral claims in the Mackenzie Mining District in
the Northwest Territories. This interest is carried at a nominal value and
the property is now abandoned.
- - a 100% interest in the California Mine Crown Grants situated in the
Kootenay Land District of British Columbia. An option granted to an
unaffiliated company to acquire the Company's interest in the property has
lapsed.
- - a 15.72% interest in Cactus Gold Corp ("Cactus"), a private Nevada
corporation which owns certain mining properties including the Josh Claim.
In the year ended June 30, 2001, Central Minera wrote down its $1,000,800
investment in Cactus.
RESULT OF OPERATIONS
(a) Year ended June 30, 2003 compared to the year ended June 30, 2002
During the year ended June 30, 2002 ("Fiscal 2003"), the Company incurred a
loss of $185,888 compared with a loss of $202,622 for the year ended June
30, 2002 ("Fiscal 2002"). The company incurred administrative expenses of
$301,313 in Fiscal 2003 as compared to $234,565 in Fiscal 2002. The
difference is substantially attributed to the settlement of a lawsuit
brought forth by a former director of the Company in the amount of $50,500.
(b) Year ended June 30, 2002 compared to the year ended June 30, 2001
During the year ended June 30, 2002, the Company incurred a loss of
$202,622, as compared to a loss of $850,244 for the year ended June 30,
2001. The difference is substantially attributable to the write-down of the
investment in Cactus of $1,000,799 in the year ended June 30, 2001. The
Company incurred administrative expenses of $234,565 in the year ended June
30, 2002 as compared to $232,834 in the year ended June 30, 2001.
(c) Year ended June 30, 2001 compared to the year ended June 30, 2000
During the year ended June 30 2001, the Company incurred a loss of
$850,244, as compared to a loss of $1,114,263 for the year ended June 30,
2000. The loss in the year ended June 30, 2001 the write-down of the
investment in Cactus of $1,000,799. In the year ended June 30, 2000, the
Company set up allowance for funds paid into court of $264,000 as well as
the write-down of the Company's investment in its Canadian and foreign
mineral properties of $582,468. Administration expenses before amortization
decreased to $218,000 for the year ended June 30, 2001 compared to $280,000
for the year ended June 30, 2000.
(d) Year ended June 30, 2000 compared to the year ended June 30, 1999
During the year ended June 30, 2000, the Company incurred a loss of
$1,114,263, as compared to a loss of $11,112,000 for the year ended June
30, 1999. The loss in the year ended June 30, 2000 included funds paid to
court of $264,000 as well as write-downs of its Canadian and foreign
mineral properties of $582,468. This compares to a write-down in mineral
property interests of $184,000 for the year ended June 30, 1999, an
$875,000 allowance for the lawsuit settlement and an $8,855,000 loss on the
sale of the Company's Nicaraguan subsidiary. Administration expenses before
amortization decreased to $280,000 for the year ended June 30, 2000 from
$1,238,000 for the year ended June 30, 1999.
LIQUIDITY AND CAPITAL RESOURCES
(a) Working Capital
On June 30, 2003 the Company had a working capital of $71,000 as compared
to a working capital of 101,000 at June 30, 2002. As none of the Company's
mineral properties have advanced to the commercial production stage and it
has no history of earnings or cash flow from operations, the Company relies
on the sale of its equity shares for its source of funds. The Company
completed a convertible debenture issue of U.S. $300,000 on July 18, 2002.
On May 30, 2003, the Company completed a private placement of $96,611.40,
of which $21,611.40 settled an existing debt. Cumulatively, from the
Company's inception, it has raised $25,713,468 through the sale of its
securities.
The Company's major use of funds has been in connection with its operations
and mineral property expenditures. In order to reduce operational and
mineral property expenditures, the Company has reduced staff, and sold its
major properties. The Company anticipates that it will continue to have
losses from operations until it can advance its properties to the
commercial production stage.
During the past four years, the Company has reduced its operating costs to
approximately $250,000 per annum. The Company has no material commitments
for capital expenditure in the current fiscal year. The Company, in its
opinion, may not have sufficient working capital for the Company's present
requirements. If necessary, the Company would seek to obtain additional
working capital by way of private placement of equity shares and/or by
borrowing requisite funds from shareholders. The Company has no agreements
with any third party to provide such financing and no assurance can be
given that such financing will be available if needed.
(b) Property Acquisitions and Divestures
The Company has limited financial resources and there is no assurance that
additional funding will be available to allow the Company to complete
sufficient work on any of its properties to determine the existence of gold
reserves, or if warranted, to establish the feasibility of production from
such reserves. Failure to obtain additional financing could result in delay
or indefinite postponement of further exploration and development with the
possible loss of properties.
The Company presently has no producing properties and the Company's
material properties contain no known mineral reserves; the limited
activities on such properties to date have been exploratory in nature.
Except as disclosed herein, the Company does not possess reliable
information concerning the history of previous operations including the
names of previous operators, if any, on any of its properties.
(c) Financing
The Company completed a convertible debenture issue of U.S. $300,000 on
July 18, 2002. Related parties subscribed for U.S. $75,000 of the
debentures. The debentures converted to Units of the Company on July 31,
2003 in the ratio of one unit for each $0.10 (3,000,000 units). The Units
consist of one Variable Multiple Voting shares and one non-transferable
share purchase warrant to acquire one Subordinate Voting share at $0.10 per
share.
A private placement of $96,611.40 completed on May 30, 2003, of which
$21,611.40 settled an existing debt. Related parties subscribed to the full
amount.
(d) Exploration Activities
The Company is not actively exploring any properties at this time.
(e) Market Risk Sensitive Instruments
The Company does not hold any market risk sensitive instruments other than
75,000 shares of Pinewood Resources Ltd. (book value $13,925).
(f) Forward Looking Statements
This report includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"). Any statements that
express or involve discussions with respect to predictions, expectations,
beliefs, plans, projections, objectives, assumptions of future events or
performance (often, but not always, using words or phrases such as
"expects" or "does not expect", "is expected", "anticipates", or "does not
anticipate", "plans", "estimates", or "intends", or stating that certain
actions, events or results "may", "could", "would", "might", or "will" be
taken, occur or be achieved) are not statements of historical facts and may
be "forward-looking statements". Forward-looking statements are based on
expectations, estimates and projections at the time the statements are made
and include, but are not limited to, the statements under Management's
Discussion and Analysis of Financial Condition and Results of Operations
and located elsewhere herein regarding industry prospects and the Company's
financial position. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct. Important
factors that could cause actual results to differ materially from the
Company's expectations are more fully disclosed in the Company's Form 20-F.
Important risks include the company's lack of cash flow and resultant need
for additional funding, the risks associated with resource exploration and
development, the fact that there are no proven reserves, risks associated
with the property title, currency fluctuation, metal prices, environment
and political situations. All subsequent written and oral forward-looking
statements attributed to the Company or persons acting on its behalf are
expressly qualified in their entirety by the Cautionary Statements.
CENTRAL MINERA CORP.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
We will hold the Annual Meeting of our Shareholders on Tuesday, December
23, 2003 in the boardroom at 1810-1111 West Georgia Street, Vancouver, British
Columbia, V6E 4M3. The meeting will start at 11:00 a.m. (Vancouver time). We
cordially invite you to attend and encourage you to do so.
At the meeting we will:
1. present the report of the directors;
2. present our financial statements for the year ended June 30, 2003 and
the report of our auditor on those statements;
3. elect directors;
4. appoint the auditor; and
5. consider any other proper business.
By order of the Board of Directors
Joan Jamieson
November 14, 2003 Corporate Secretary.
If you cannot attend, we encourage you to complete and return the enclosed Form
of Proxy indicating your voting instructions. Please complete, date and sign
your Form of Proxy and return it by mail or fax to our transfer agent, Pacific
Corporate Trust Company, 10th Floor, 625 Howe Street, Vancouver, British
Columbia, V6C 3B8, Canada (fax: (604) 689-8144). To be valid, a completed Form
of Proxy must be received by our transfer agent by no later than 5:00 p.m. on
Friday, December 19, 2003 or, if the meeting is adjourned, by no later than 48
hours prior to the time of the adjourned meeting.
If you are not a registered shareholder, please refer to the accompanying
Management Proxy Circular for information on how to vote your shares.
- --------------------------------------------------------------------------------
CENTRAL MINERA CORP. -
Form of Proxy for use at Annual Meeting to be held on December 23, 2003
THIS FORM OF PROXY IS SOLICITED BY AND ON BEHALF OF MANAGEMENT
- --------------------------------------------------------------------------------
NOTES TO PROXY
1. EVERY SHAREHOLDER HAS THE RIGHT TO APPOINT SOME OTHER PERSON OF THEIR
CHOICE, WHO NEED NOT BE A SHAREHOLDER, TO ATTEND AND ACT ON THEIR BEHALF AT
THE MEETING. IF YOU WISH TO APPOINT A PERSON OTHER THAN THE PERSONS WHOSE
NAMES ARE PRINTED HEREIN, PLEASE INSERT THE NAME OF YOUR CHOSEN PROXY
HOLDER IN THE SPACE PROVIDED.
2. If the securities are registered in the name of more than one owner, for
example, joint ownership, then all those registered should sign this form.
3. The form of proxy should be signed in the exact manner that the name
appears on it.
4. If the form of proxy is not dated, it will be deemed to be dated on the
date on which it is mailed to the holder.
5. The securities represented by this form of proxy will be voted in
accordance with any directions given by the holder. If the holder does not
give any instructions with respect to any matter, this securities
represented by this form of proxy will be voted as recommended by the
Management of Central Minera Corp. Further, if a matter is properly put
before the meeting that is not expressly contemplated by this form of
proxy, this proxy will be voted on that matter in accordance with the best
judgment of the Management of Central Minera Corp.
APPOINTMENT OF PROXY-HOLDER
-----------------------------
I/WE BEING SHAREHOLDER(s) OF CENTRAL MINERA
CORP. HEREBY APPOINT: PRINT THE NAME OF THE PERSON YOU ARE
APPOINTING IF THE PERSON IS SOMEONE OTHER
OR THAN THE MANAGEMENT APPOINTEES NAMED ON
THIS FORM
Michael Cytrynbaum, President, or failing him,
Barbara West, Assistant Corporate Secretary
-----------------------------
as my/our proxy with full power of substitution and to vote in accordance with
the following directions and all other matters that may come before the meeting
of Central Minera Corp. to be held in the Boardroom at Suite 1810-1111,
Vancouver, British Columbia V6E 4M3 on Tuesday, December 23, 2003 at 11:00 a.m.
(Vancouver time) and at any adjournment thereof.
2
1. ELECTION OF DIRECTORS
---------------
FOR all nominees listed in the Circular = >
---------------
FOR all nominees listed in the Circular other than = > Please specify name of individual:
--------------- --------------------------------------
WITHHOLD vote from all nominees listed in the Circular = >
---------------
2. APPOINTMENT OF AUDITORS
FOR WITHHOLD
--------------------------------
APPOINTMENT OF PANNELL KERR FORSTER
= >
--------------------------------
QUARTERLY FINANCIAL STATEMENTS
----------------
MARK THIS BOX IF YOU WOULD LIKE TO RECEIVE QUARTERLY FINANCIAL STATEMENTS. IF YOU DO NOT MARK THIS BOX OR DO NOT
RETURN THIS FORM IT WILL BE ASSUMED THAT YOU DO NOT WANT TO RECEIVE QUARTERLY FINANCIAL STATEMENTS
----------------
AUTHORIZED SIGNATURE - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.
I/We authorize you to act in accordance with my/our instructions set out above.
I/We hereby revoke any proxy previously given with respect to the meeting or at
any adjournment thereof.
Signature(s) Day Month Year
- ------------------------------------------------------------------------- ------------------------------------------------
- ------------------------------------------------------------------------- ------------------------------------------------
CENTRAL MINERA CORP.
PROXY CIRCULAR
The information contained in this Proxy Circular, unless otherwise
indicated, is as of November 14, 2003. Any reference to currency in this
circular is in United States dollars ("US$") unless otherwise noted.
THIS PROXY CIRCULAR IS BEING MAILED BY THE MANAGEMENT OF CENTRAL MINERA
CORP. TO EVERYONE WHO WAS A SHAREHOLDER OF RECORD OF OUR COMPANY ON NOVEMBER 14,
2003, WHICH IS THE DATE THAT HAS BEEN FIXED BY THE DIRECTORS OF THE CENTRAL
MINERA AS THE RECORD DATE TO DETERMINE THE SHAREHOLDERS WHO ARE ENTITLED TO
RECEIVE NOTICE OF THE MEETING. We are mailing this Proxy Circular in connection
with the solicitation of proxies by and on behalf of our management for use at
the annual meeting of the company that is to be held on Tuesday, December 23,
2003. The solicitation of proxies will be primarily by mail. Certain employees
of Central Minera may also solicit proxies by telephone or in person. The cost
of solicitation will be borne by Central Minera.
Details of the time and place of the meeting are contained in the Notice of
Meeting that accompanies this Proxy Circular.
Under our bylaws at least two shareholders must be present, in person or by
proxy, before any action may validly be taken at the meeting. If two
shareholders are not present in person or by proxy, we will reschedule the
meeting.
- --------------------------------------------------------------------------------
PART ONE - VOTING
- --------------------------------------------------------------------------------
WHO CAN VOTE?
The holders of Subordinate Voting shares and Variable Multiple Voting
shares registered at the close of business on November 14, 2003, the record date
fixed for determining who is entitled to receive notice of the meeting, are
entitled to attend the meeting and to vote as a single class on all matters to
be voted on by the shareholders at the meeting.
VOTING SHARES
As at November 14, 2003, Central Minera's issued and outstanding share
capital consisted of:
a. 22,163,682 Subordinate Voting shares (previously Common shares prior
to re-designation), each entitling the registered holder to one vote
at the meeting; and
b. 3,000,000 Variable Multiple Voting shares, each entitling the
registered holder to that number of votes at the meeting as determined
by the formula:
B x 0.55
--------
A x 0.45
where B is the number of issued Subordinate Voting shares and A is the
number of issued Variable Multiple Voting shares.
If a shareholder transfers shares after this date to someone else, and that
person becomes a registered shareholder, the new shareholder may cast the votes
attached to the shares transferred provided
ii
that he or she has asked our transfer agent, Pacific Corporate Trust Company, to
include his or her name in the list of shareholders. This request must be made
at least 10 days before the meeting.
To the knowledge of our Directors and Officers, the only persons or
companies who or which beneficially own, directly or indirectly, or exercise
control or direction over 10% or more of our shares on November 14, 2003, are:
NUMBER OF SHARES & PERCENTAGE OF TOTAL
NAME CLASS OF SHARES(1) PERCENTAGE OF CLASS VOTING RIGHTS
---- ------------------------------- ------------------- -------------------
Carlo Civelli 544,114(2) 2.5% 1.1%
Subordinate Voting share
2,250,000(3,4) 75.0% 41.3%
Variable Multiple Voting shares
----
TOTAL 42.4%
====
- -----------
1. Information as to ownership or control of shares has been provided by Mr.
Civelli.
2. 250,000 of these shares are held directly by Mr. Civelli. 216,114 of these
shares are held by Clarion Finanz AG and 78,000 are held by Bank Sal
Oppenheim jr. & Cie., companies over which Mr. Civelli exercises control or
direction.
3. See Part Three - Compensation and Other Information - Interest of
Management and Others in Material Transactions.
4. 500,000 of these shares are held by Clarion Finanz AG and 1,750,000 of
these shares are held by Acacia Management Services Inc., companies over
which Mr. Civelli exercises control or direction.
Effective July 31, 2003, 3,000,000 Units in the capital of Central Minera
were issued pursuant to the conversion terms of unsecured debentures issued by
Central Minera in July, 2002 in the aggregate principal amount of US$300,000.
The debentures were converted into Units at the rate of one Unit for each
US$0.10 in principal amount. Each Unit consisted of (i) one Variable Multiple
Voting share in the capital of Central Minera and (ii) one non-transferable
share purchase warrant to acquire, on or before July 31, 2004, one Subordinate
Voting share of Central Minera at an amended per share price of US$0.10. Of the
3,000,000 Units issued, 1,750,000 Units were issued to Acacia Management
Services Inc. and 500,000 Units were issued to Clarion Finanz AG, companies over
which Carlo Civelli, an Officer of Central Minera, exercises control or
direction. The aggregate votes attached to the shares beneficially owned,
controlled or directed by Mr. Civelli is 42.4% and, as such, represents a change
in the effective control of Central Minera since the beginning of its last
financial year. See Part Three - Compensation and Other Information - Interest
of Management and Others in Material Transactions.
The Directors and Officers of Central Minera, as a group, control or direct
49.95% of the total voting rights of the shares of Central Minera.
VOTING IN PERSON
If you are a shareholder entitled to attend the meeting, you can cast for
each share registered in your name on the books of Central Minera:
a) one vote for each Subordinate Voting share; and
b) for each Variable Multiple Voting share, that number of votes
determined by the following formula:
B x 0.55
--------
A x 0.45
where B is the number of issued Subordinate Voting shares and A is the
number of issued Variable Multiple Voting shares;
on all resolutions put before the meeting.
iii
VOTING BY PROXY
If you do not come to the meeting, you can still make your votes count by
appointing someone who will be there to act as your proxy holder. You can either
tell that person how you want to vote or you can let him or her decide for you.
You can do this by completing a form of proxy.
What is a form of proxy?
A proxy is a document that authorizes someone to attend the meeting and
cast your votes for you. We have enclosed a form of proxy with this Proxy
Circular. You should use it to appoint a proxy holder, although you can also use
any other legal form of proxy.
Appointing a proxy holder
YOU CAN CHOOSE ANY INDIVIDUAL TO BE YOUR PROXY HOLDER. It is not necessary
for the person whom you choose to be a shareholder. To make such an appointment,
simply fill in the person's name in the blank space provided in the enclosed
form of proxy. To vote your shares, your proxy holder must attend the meeting.
If you do not fill a name in the blank space in the enclosed form of proxy,
the persons named in the form of proxy are appointed to act as your proxy
holder. Those persons are Officers of Central Minera.
Your proxy vote
You may indicate on your form of proxy how you wish your proxy holder to
vote your shares. To do this, simply mark the appropriate boxes on the form of
proxy. If you do this, your proxy holder must vote your shares in accordance
with the instructions you have given.
IF YOU DO NOT GIVE ANY INSTRUCTIONS AS TO HOW TO VOTE ON A PARTICULAR ISSUE
TO BE DECIDED AT THE MEETING, YOUR PROXY HOLDER CAN VOTE YOUR SHARES AS HE OR
SHE THINKS FIT. IF YOU HAVE APPOINTED THE PERSONS DESIGNATED IN THE FORM OF
PROXY AS YOUR PROXY HOLDER THEY WILL, UNLESS YOU GIVE CONTRARY INSTRUCTIONS,
VOTE YOUR SHARES AT THE MEETING AS FOLLOWS:
X FOR THE ELECTION OF THE PROPOSED NOMINEES AS DIRECTORS;
X FOR THE APPOINTMENT OF PANNELL KERR FORSTER AS THE AUDITOR OF CENTRAL
MINERA;
For more information about these matters, see Part Two - Business of the
Meeting. The enclosed form of proxy gives the persons named on it the authority
to use their discretion in voting on amendments or variations to matters
identified on the Notice of Meeting. At the time of printing this Proxy
Circular, the management of Central Minera is not aware of any other matter to
be presented for action at the meeting. If, however, other matters do properly
come before the meeting, the persons named on the enclosed form of proxy will
vote on them in accordance with their best judgment, pursuant to the
discretionary authority conferred by the form of proxy with respect to such
matters.
In order to be valid, you must return the completed form of proxy by 5:00
p.m. (Vancouver time) on Friday, December 19, 2003, to our Transfer Agent,
Pacific Corporate Trust Company, at:
10th Floor
625 Howe Street
Vancouver, B.C.
V6C 3B8
Facsimile: (604) 689-8144.
iv
Changing your mind
If you want to revoke your proxy after you have delivered it, you can do so
at any time before it is used. You may do this by stating clearly, in writing,
that you want to revoke your proxy and by delivering this signed written
statement to Pacific Corporate Trust Company at the address indicated above.
Your proxy will only be revoked (A) if a revocation is (i) received by 5:00
p.m. in the afternoon (Vancouver time) on the last business day before the day
of the meeting, or any adjournment thereof, or (ii) to the person presiding at
the meeting before it (or any adjournment) commences, or (B) in any other manner
permitted by law. If you revoke your proxy and do not replace it with another
that is deposited with our Transfer Agent, Pacific Corporate Trust Company,
before the deadline, you can still vote your shares must to do so you must
attend the meeting in person.
Non-registered shareholders
If your shares are not registered in your own name, they will be held in
the name of a "nominee", usually a bank, trust company, securities dealer or
other financial institution. Your nominee must seek your instructions as to how
to vote your shares.
Accordingly, unless you have previously informed your nominee that you do
not wish to receive material relating to shareholders' meetings, you will have
received this Proxy Circular from your nominee, together with a form of proxy or
voting instruction form. If that is the case, it is most important that you
comply strictly with the voting instructions that have been given to you. If you
have voted and wish to change your voting instructions, you should contact your
nominee to discuss whether this is possible and what procedures you must follow.
If your shares are not registered in your own name, Central Minera's
Transfer Agent will not have a record of your name and, as a result, unless your
nominee has appointed you as a proxy holder, it will have no knowledge of your
entitlement to vote. If you wish to vote in person at the meeting, therefore,
please insert your own name in the space provided on the form of proxy or voting
instruction form that you have received from your nominee. If you do this, you
will be instructing your nominee to appoint you as proxy holder. Please adhere
strictly to the signing and returning instructions provided by your nominee. It
is not necessary to complete the form in any other respect, since you will be
voting at the meeting in person.
HOW A VOTE IS PASSED
All of the matters that will come to a vote at the meeting, as described in
the attached Notice of Meeting, are ordinary resolutions and can be passed by a
simple majority - that is, if more than half of the votes that are cast are in
favour, then the resolution is approved
- --------------------------------------------------------------------------------
PART TWO - THE BUSINESS OF THE MEETING
- --------------------------------------------------------------------------------
REPORT OF THE DIRECTORS
The Annual Report of Central Minera for the year ended June 30, 2003
accompanies this Proxy Circular.
FINANCIAL STATEMENTS
The financial statements of Central Minera for the year ended June 30, 2003
will be placed before you at the meeting. They have been mailed to shareholders
together with the Notice of Meeting and this Proxy Circular.
v
ELECTION OF DIRECTORS
Directors of Central Minera are elected for a term of one year. The term of
office of each of the nominees proposed for election as a Directors will expire
at the meeting, and each of them, if reelected, will serve until the close of
the next annual meeting, unless he or she resigns or otherwise vacates office
before that time. Under our Articles, the number of Directors may not be fewer
than three nor more than ten. We currently have three Directors.
The Nominees
The following are the nominees proposed for election as Directors of
Central Minera. All of them are currently Directors. UNLESS YOU GIVE OTHER
INSTRUCTIONS, THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO VOTE FOR
THOSE NOMINEES. Each of the nominees has agreed to stand for re-election and we
are not aware of any intention of any of them not to do so. If, however, one or
more of them should become unable to stand for re-election, it is likely that
one or more other persons would be nominated at the meeting for election, and in
that event the persons designated in the form of proxy will vote in their
discretion for a substitute nominee.
SHARES
BENEFICIALLY
NAME, PLACE OF RESIDENCE PRINCIPAL OCCUPATION OWNED/CONTROLLED
AND POSITION HELD DURING THE PAST FIVE YEARS DIRECTORS SINCE OR DIRECTED(1)
------------------------ -------------------------- --------------- ----------------
Michael Cytrynbaum(2) Since August 1983, President, July 2002 504,590(3),(4)
Montreal, Quebec First Fiscal Management Ltd. (a Subordinate
private consulting firm); from Voting shares
President May 1996 to date, Chairman, Look
Communications Inc; from May 1997
to May, 2001, President & Chief
Executive Officer, TeleLink
Communications Corporation.
Murray F. Kosick(2) Dentist May 5, 1999 559,001(5)
Victoria, B.C. Subordinate
Voting shares;
and
250,000(5)
Variable
Multiple Voting
shares
Reinhard Siegrist(2) Independent investor and December 16, 400,000(6)
Wettswil, Switzerland financial advisor 1997 Subordinate
Voting shares
- ------------
1. Information as to ownership or control of shares has been provided by the
nominees.
2. Member of the Audit Committee.
3. Mr. Cytrynbaum exercises voting control or direction over these shares
pursuant to an agreement dated as of July 18, 2002, but disclaims any
beneficial interest in them.
4. Does not include 500,000 options to acquire Subordinate Voting shares (see
Part Three - Compensation and Other Information - Stock Option Plan) held
by Mr. Cytrynbaum.
5. Does not include 250,000 options to acquire Subordinate Voting shares (see
Part Three - Compensation and Other Information - Stock Option Plan) or
100,000 warrants to purchase 100,000 Subordinate Voting shares exercisable
at US$0.10 expiring on June 4, 2005 or 250,000 warrants to purchase 250,000
Subordinate Voting shares exercisable at US$0.10 expiring on July 31, 2004
held by Dr. Kosick.
6. Does not include 250,000 options to acquire Subordinate Voting shares (see
Part Three - Compensation and Other Information - Stock Option Plan), or
300,000 warrants to purchase 150,000 Subordinate Voting shares at US$0.10
per share, expiring on November 30, 2003, and 400,000 warrants to purchase
400,000 Subordinate Voting shares at US$0.10 per share, expiring on June 5,
2005 held by Mr. Siegrist.
vi
APPOINTMENT OF THE AUDITOR
During the financial year ended June 30, 2003, Steele & Company served as
Central Minera's auditor, having originally been appointed in August 2000. In
the financial year ended June 30, 2003, Steele & Company were paid US$ 5,800 for
audit and audit related services for the previous fiscal year.
In November, 2003, Steele & Company advised us that they were resigning as
auditor for Central Minera due to the fact that the firm will no longer act for
public companies with U.S. financial reporting requirements. As a result, on
November 7, 2003, Central Minera's board of Directors resolved to recommend to
Central Minera's shareholders that Pannell Kerr Forster be appointed as its
auditor. In the opinion of the board of Directors, there were no "Reportable
Events" (as such term is defined in National Policy Statement No. 31) in
connection with the audit of Steele & Company for the three fiscal years ended
June 30, 2001, 2002 and 2003, reported on by Steele & Company. Pursuant to
National Policy Statement No. 31 of the Canadian Securities Administrators, the
Notice of Change of Auditor, a letter from Steele & Company, a letter from
Pannell Kerr Forster and a confirmation of review of these documents by the
Board of Directors of Central Minera are attached to this Circular as Exhibit
"A".
Central Minera's management recommends that Pannell Kerr Forster be
appointed as Central Minera's auditor. UNLESS THEY ARE INSTRUCTED OTHERWISE, THE
PERSONS NAMED IN THE FORM OF PROXY INTEND TO VOTE FOR THE APPOINTMENT OF PANNELL
KERR FORSTER TO ACT AS OUR AUDITOR UNTIL THE CLOSE OF OUR NEXT ANNUAL MEETING.
- --------------------------------------------------------------------------------
PART THREE - COMPENSATION AND OTHER INFORMATION
- --------------------------------------------------------------------------------
COMPENSATION OF DIRECTORS
We do not pay our Directors a fee for acting as such. They are, however,
entitled to be reimbursed for reasonable expenditures incurred in performing
their duties as Directors. Central Minera may, from time to time, grant options
to purchase Subordinate Voting shares to the Directors. The following table sets
out details of incentive stock options granted by Central Minera to the
Directors during the fiscal year ended June 30, 2003.
NAME DATE OF GRANT OPTIONS GRANTED EXERCISE PRICE EXPIRY DATE
---- ------------- --------------- -------------- -----------
Michael Cytrynbaum October 7, 2002 500,000 US$0.20 December 31, 2005
Murray Kosick October 7, 2002 150,000 US$0.20 December 31, 2005
Reinhard Siegrist October 7, 2002 150,000 US$0.20 December 31, 2005
The Company extended the expiry date of 200,000 incentive stock options
previously granted to Murray Kosick and Reinhard Siegrist under an award dated
December 4, 2000, extending the existing expiry date of December 3, 2003 to an
expiry date of December 31, 2005.
COMPENSATION OF NAMED EXECUTIVE OFFICERS
Michael Cytrynbaum (the "Named Executive Officer") has been the President
of Central Minera since July 18, 2002. No other executive Officer of Central
Minera was paid more than $40,000 in compensation during the financial year
ended June 30, 2003. The following table provides a summary of the compensation
earned by the Named Executive Officer during the financial year ended June 30,
2003, and in the preceding two financial years.
vii
ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------------------------------------- ------------------------
FISCAL
YEAR OTHER ANNUAL SECURITIES UNDER OPTIONS
NAME AND POSITION ENDED SALARY BONUS COMPENSATION GRANTED (#)
- ----------------- ------ ---------- ----- ------------ ------------------------
Michael Cytrynbaum(1) 2003 nil nil US$94,000(2) 500,000
President 2002 n/a n/a n/a n/a
2001 n/a n/a n/a n/a
Anne C. Eilers(3) 2003 nil nil nil 300,000(4)
President & CEO 2002 US$35,754(5) nil nil 800,000(6)
2001 US$59,769(5) nil nil 800,000(6)
- ------------
1. Michael Cytrynbaum has been the President of Central Minera since July 18,
2002.
2. Consists of management services fees of US$94,000 (Cdn$142,500) paid to
First Fiscal Management Ltd.
3. From May 5, 1999 to March 13, 2000 Ms. Eilers was Secretary of Central
Minera. On March 13, 2000 she was appointed President of Central Minera.
Ms. Eilers resigned as President on July 18, 2002.
4. These options were grant to Ms. Eilers in her capacity as a consultant to
Central Minera.
5. The amounts shown were paid to Ms. Eilers, A.C. Eilers & Associates
Management Corp. and Buzz Communications Inc., both companies controlled by
Anne C. Eilers.
6. These options were held by A.C. Eilers & Associates Management Corp. and
Buzz Communications Inc., both companies controlled by Anne C. Eilers. They
expired on October 18, 2002.
STOCK OPTION PLAN
At the annual meeting held in December 1996 the shareholders of Central
Minera approved the adoption of a Stock Option Plan designed to enable Central
Minera to attract, retain and motivate qualified employees. Certain amendments
to the Plan were approved by our shareholders in December 1999. As amended, the
Plan allows us to grant options to Directors, Officers, employees, consultants
and advisors. The Plan is administered by our board of Directors which is
authorized to decide to whom options may be granted, the number of options
granted to any person, the exercise price, which may not be less than $0.15 per
share, the term (which may not be longer than 10 years from the date of grant)
and any restrictions upon exercise. A maximum of 3,000,000 Subordinate Voting
shares may be made subject to options under the Plan. There are currently
1,925,000 outstanding options, all exercisable at US$0.20 per share. Of these,
1,325,000 are held by our Directors and Officers and expire on December 31,
2005. The remaining 600,000 are held by consultants to Central Mineral and
expire on December 31, 2003.
No options were exercised in the financial year ended June 30, 2003. On
October 7, 2002, an aggregate 800,000 options were granted to Directors of
Central Minera and an aggregate 75,000 options were granted to two Officers. On
April 1, 2003, an aggregate of 850,000 options were granted to an Officer and
certain consultants of Central Minera.
The following table sets out all incentive stock options granted to the
Named Executive Officer during the 12 month period ending June 30, 2003.
SECURITIES % OF TOTAL MARKET VALUE OF
UNDER OPTIONS SECURITIES
OPTIONS GRANTED TO UNDERLYING OPTIONS
GRANTED EMPLOYEES IN EXERCISE PRICE ON DATE OF GRANT EXPIRY
NAME AND POSITION (#) PERIOD ($/SECURITY) ($/SECURITY) DATE
- ----------------- ------------- ------------ -------------- ------------------ ------
Michael Cytrynbaum 500,000 29% US$0.20 $0.14 December
President 31, 2005
The following table sets out all incentive stock options exercised by the
Named Executive Officer during the 12 month period ending June 30, 2003, and the
value of unexercised incentive stock options, if any, as at June 30, 2003.
viii
VALUE OF UNEXERCISED
SECURITIES AGGREGATE UNEXERCISED OPTIONS AS IN-THE-MONEY OPTIONS
ACQUIRED ON VALUE AT JUNE 30, 2003 AT JUNE 30, 2003
NAME AND POSITION EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
----------------- ----------- --------- ------------------------- -------------------------
Michael Cytrynbaum nil nil 500,000 / 0 nil / nil
President
MANAGEMENT CONTRACTS
Central Minera entered into an agreement dated July 18, 2002 with First
Fiscal Management Ltd. ("First Fiscal") to provide it with management services,
including assisting in formulating and developing Central Minera's strategic
vision and policy and making recommendations to the board of Directors with
respect to the ongoing development of its business, finances and affairs. First
Fiscal has also agreed to provide secretarial support services and office
facilities to Central Minera and is entitled to a monthly fee of Cdn $15,000 and
to be reimbursed for reasonable expenses incurred in the course of providing the
services. The principal shareholder of First Fiscal is Michael Cytrynbaum who is
the President of Central Minera. The agreement may be terminated by First Fiscal
on 60 days' written notice and by Central Minera on at least six months written
notice or, if First Fiscal commits a material breach of the agreement, is
unwilling or unable to provide the services contracted for or commits fraud or
serious neglect or misconduct in performing the services, immediately. If
Central Minera terminates the agreement by notice to First Fiscal, it is
entitled to a lump sum payment of the management fee multiplied by the number of
months in the notice period.
Effective March 1, 2003, in order to assist Central Minera in managing cash
flow constraints, First Fiscal voluntarily agreed to accept one-half of the
monthly fee payable pursuant to the management agreement, as a temporary
reduction for an indefinite period of time.
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
No proposed nominee for election as a Director, and no Director or Officer
of Central Minera who has served in such capacity since the beginning of the
last financial year of Central Minera, and no shareholder holding of record or
beneficially, directly or indirectly, more than 10% of Central Minera's
outstanding shares, and none of the respective associates or affiliates of any
of the foregoing, had any interest in any transaction with Central Minera or in
any proposed transaction since the last completed financial year that has
materially affected Central Minera or is likely to do so, except as follows:
1. Michael Cytrynbaum, the President and a Director of Central Minera,
has an interest in the management agreement with First Fiscal
Management Ltd. that is described above under the heading "Management
Contracts".
2. Effective July 31, 2003, 3,000,000 Units in the capital of Central
Minera were issued pursuant to the conversion terms of unsecured
debentures issued by Central Minera in July, 2002 in the aggregate
principal amount of US$3,000,000. The debentures were converted into
Units at the rate of one Unit for each US$0.10 in principal amount.
Each Unit consisted of (i) one Variable Multiple Voting share in the
capital of Central Minera and (ii) one non-transferable share purchase
warrant to acquire, on or before July 31, 2004, one Subordinate Voting
share of Central Minera at an amended per share price of US$0.10.
500,000 Units were issued to Barbara Cytrynbaum, the wife of Michael
Cytrynbaum, the President and a Director of Central Minera; 250,000
Units were issued to Murray Kosick, a Director of Central Minera; and
1,750,000 Units were issued to Acacia Management Services Inc. and
500,000 Units were issued to Clarion Finanz AG, companies over which
Carlo Civelli, an Officer of Central Minera, exercises control or
direction. The aggregate votes attached to the 3,000,000 Variable
Multiple Voting shares is 55% (see Part One - Voting).
ix
ADDITIONAL INFORMATION
You may obtain additional information about Central Minera in our Annual
Report for the year ended June 30, 2003, which is included with this Proxy
Circular. Additional copies may be obtained without charge upon request to
Central Minera at Suite 1040 - 885 West Georgia Street, Vancouver, British
Columbia, V6E 3C8; telephone (604) 687-6191; fax (604) 669-0131. You may also
access our disclosure documents through the Internet on the Canadian System for
Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
DIRECTORS' APPROVAL
The board of Directors of Central Minera has approved the contents of this
Proxy Circular and its distribution to each shareholder entitled to receive
notice and to the auditor of Central Minera.
Vancouver, British Columbia, November 14, 2003.
JOAN JAMIESON
Corporate Secretary.
EXHIBIT "A"
CHANGE OF AUDITOR REPORTING PACKAGE
PURSUANT TO NATIONAL POLICY STATEMENT NO. 31
1. Notice of Change of Auditor
2. Letter from Steele & Company, the former auditor
3. Letter from Pannell Kerr Forster, the successor auditor
4. Letter from Board of Central Minera confirming review of these documents
NOTICE OF CHANGE OF AUDITOR
CENTRAL MINERA CORP.
(the "Company")
TO: The British Columbia Securities Commission
AND TO: ALL HOLDERS OF SHARES IN THE CAPITAL OF THE COMPANY
The Company has been advised that the Company's current auditor, Steele &
Company, has resigned as auditor for the Company due to the fact that the firm
will no longer act for public companies with U.S. financial reporting
requirements. By resolution dated November 7, 2003, the board of directors of
the Company accepted the resignation of Steele & Company as its auditor and
resolved that Pannell Kerr Forster be recommended to the Company's shareholders
for appointment as auditor of the Company at the annual meeting to be held
December 23, 2003.
The Company reports that there have been no reservations in the auditor's report
of Steele & Company for the three fiscal years ending June 30, 2001, June 30,
2002 and June 30, 2003 reported on by Steele & Company. In the opinion of the
Company, there have been no "Reportable Events" (as defined below) in connection
with the audit of the Company's three fiscal years ending June 30, 2001, June
30, 2002 and June 30, 2003 reported on by Steele & Company.
For the purposes of this notice, National Policy Statement No. 31 of the
Canadian Securities Administrators states that a Reportable Event may consist of
"disagreements", "unresolved issues" and "consultations" between the Company and
its former auditor, Steele & Company. Disagreements, unresolved issues and
consultations are defined in the policy as follows:
DISAGREEMENTS
Disagreements refer to any matter of audit scope, accounting principles or
policies or financial statements disclosure that, if not resolved to the
satisfaction of the former auditor, would have resulted in a reservation in the
auditor's report.
Disagreements include both those resolved to the former auditor's satisfaction
and those not resolved to the former auditor's satisfaction. Disagreements
should have occurred at the decision-making level, i.e. between personnel of the
reporting issuer responsible for the finalization of its financial statements
and the personnel of the auditor firm responsible for authorizing the issuance
of audit reports with respect to the reporting issuer.
The term disagreement is to be interpreted broadly. It is not necessary for
there to have been an argument to have had a disagreement, merely a difference
of opinion. The term disagreement does not include initial differences of
opinion, based on incomplete facts or preliminary information, that were later
resolved to the former auditor's satisfaction, provided that the reporting
issuer and the former auditor do not continue to have a difference of opinion
upon obtaining additional facts or information.
-2-
UNRESOLVED ISSUES
Unresolved issues refer to matters which came to the former auditor's attention
and which, in the former auditor's opinion, materially impact on the financial
statements or audit reports (or which could have a material impact on them),
where the former auditor has advised the reporting issuer about the matter and:
(a) the former auditor has been unable to fully explore the matter and
reach a conclusion as to its implications prior to a resignation or
termination of the former auditor;
(b) the matter was not resolved to the former auditor's satisfaction prior
to a resignation or termination of the former auditor; or
(c) the former auditor is no longer willing to be associated with the
financial statements prepared by management of the reporting issuer.
CONSULTATIONS
Consultations refer to situations where the reporting issuer (or someone acting
on its behalf) consulted the successor auditor regarding:
(a) the application of accounting principles to a specified transaction
(either proposed or completed);
(b) the type of audit opinion that might be rendered on the reporting
issuer's financial statements; or
(c) a disagreement as defined above;
and a written report or seriously considered oral advice was provided by the
successor auditor to the reporting issuer.
Dated at Vancouver, British Columbia, this 14 day of November, 2003.
BY ORDER OF THE BOARD
Joan Jamieson, Corporate Secretary.
(STEELE & CO. LETTERHEAD)
November 14, 2003
British Columbia Securities Commission
P.O. Box 10142
Pacific Centre
701 West Georgia Street
Vancouver, B.C.
V7Y 1L2
ATTENTION: STATUTORY FILINGS
Dear Sirs:
RE: CENTRAL MINERA CORP.
As required by NATIONAL POLICY STATEMENT NO. 31, we have reviewed the
information contained in the Notice of Change of Auditor for the Company dated
November 14, 2003, and confirm that, based on our knowledge of the information
stated therein, we agree with the information contained in the said Notice.
Yours very truly,
/s/ STEELE & CO.
"STEELE & CO."
CHARTERED ACCOUNTANTS
(PANNELL KERR FORSTER LETTERHEAD)
A.S. Henshaw
November 14, 2003
British Columbia Securities Commission
Pacific Centre
P.O. Box 10142
701 West Georgia Street
Vancouver, BC V7Y 1L2
Dear Sirs:
We have reviewed the Notice of Change of Auditor of Central Minera Corp. dated
November 14, 2003, and confirm that, based on our knowledge of the information
stated therein, we agree with the information in the Notice.
Sincerely,
/s/ Pannell Kerr Forster
Pannell Kerr Forster
By: /s/ A.S. Henshaw
CENTRAL MINERA CORP.
#1040, 885 WEST GEORGIA STREET
VANCOUVER, BC V6C 3E8
TEL: (604) 687-6191
- --------------------------------------------------------------------------------
TO: The shareholders of Central Minera Corp.
AND TO: British Columbia Securities Commission
P.O. Box 10142, Pacific Centre
701 West Georgia Street
Vancouver, British Columbia V7Y 1L2
The undersigned, on behalf of the Board of Directors of Central Minera Corp.
(the "Board"), hereby confirms that the Board has reviewed the attached Notice
of Change of Auditor; the letter from the former auditor of the company, Steele
& Company; and the letter from the successor auditor of the company, Pannell
Kerr Forster.
Dated at Vancouver, British Columbia this 14 day of November, 2003.
By and on behalf of the Board of Directors of Central Minera Corp.
"Joan Jamieson"
Joan Jamieson, Corporate Secretary.
BC FORM 53-901F
(Previously Form 27)
SECURITIES ACT (BRITISH COLUMBIA)
MATERIAL CHANGE REPORT UNDER SECTION 85(1)
OF THE SECURITIES ACT AND SECTION 151 OF THE SECURITIES RULES
1. REPORTING ISSUER
Central Minera Corp.
#1040, 885 West Georgia Street
Vancouver, British Columbia V6C 3E8
("Central Minera" or the "Corporation").
2. DATE OF MATERIAL CHANGE
November 14, 2003
3. PRESS RELEASE
Date of Issuance: November 14, 2003
Place of Issuance: Vancouver, British Columbia
4. SUMMARY OF MATERIAL CHANGE
Steele & Company has resigned as auditor. The board of directors is
recommending Pannell Kerr Forster be appointed as auditor at the annual
meeting of the shareholders to be held December 23, 2003.
5. FULL DESCRIPTION OF MATERIAL CHANGE
Central Minera Corp. announces that its current auditor, Steele & Company
has resigned from acting as auditor of the Company. Central Minera's board
of directors is recommending to its shareholders that Pannell Kerr Forster
be appointed as Central Minera's auditor at the annual meeting of
shareholders to be held December 23, 2003. In the opinion of Central
Minera, there have been no "Reportable Events" (as such term is defined in
National Policy #31) in connection with the audit of Central Minera's three
fiscal years ending June 30, 2001, June 30, 2002 and June 30, 2003 reported
on by Steele & Company.
6. RELIANCE ON SECTION 85(2) OF THE ACT
Not applicable.
7. OMITTED INFORMATION
Not applicable.
2
8. SENIOR OFFICERS
For further information contact:
Michael Cytrynbaum
President
Telephone: (604) 687-6191
Fax: (604) 669-0131
9. STATEMENT OF SENIOR OFFICER
The foregoing accurately discloses the material change referred to herein.
DATED at Vancouver, British Columbia, this 14th day of November, 2003.
CENTRAL MINERA CORP.
Per: "Michael Cytrynbaum"
Michael Cytrynbaum, President
3
CENTRAL MINERA CORP.
SUITE 1040
885 WEST GEORGIA STREET,
VANCOUVER, BRITISH COLUMBIA
V6C 3E8
TELEPHONE: 604-687-6191
FAX: 604-669-0131
OTC SYMBOL: CENMF.PK NR05-03
N E W S R E L E A S E
NOVEMBER 14, 2003 - VANCOUVER, BRITISH COLUMBIA - Central Minera Corp. announces
that it's current auditor, Steele & Company has resigned from acting as auditor
of the Company. Central Minera's board of directors is recommending to its
shareholders that Pannell Kerr Forster be appointed as Central Minera's auditor
at the annual meeting of shareholders to be held on December 23, 2003. In the
opinion of Central Minera, there have been no "Reportable Events" (as such term
is defined in National Policy #31) in connection with the audit of Central
Minera's three fiscal years ending June 30, 2001, June 30, 2002 and June 30,
2003 reported on by Steele & Company.
The Company has a direct equity interest in Cactus Gold Corp., a private
precious metals development company, represented by holdings of 1.8 million
shares. Cactus is developing precious metals properties in southern Nevada.
ON BEHALF OF THE BOARD OF DIRECTORS
"Michael Cytrynbaum"
Michael Cytrynbaum,
President
This release contains "forward looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21B of the Securities
Exchange Act of 1934. Any statements that express or involve discussions
with respect to predictions, expectations, beliefs, plans, projections,
objectives, goals, assumptions or future events of performance are not
statements of historical fact and may be "forward looking statements".
Forward looking statements are based on expectations, estimates and
projections at the time the statements are made that involve a number of
risks and uncertainties which could cause actual results or events to
differ materially from those presently anticipated. Factors which may cause
actual results to differ include availability of financing when needed,
inability to establish reserves, environmental permitting regulations and
requirements, weather, unforeseen technical difficulties, unusual and
unexpected geological formations and other factors set forth in the
Company's filings on Form 20F with the Securities and Exchange Commission.
Forward looking statements in this news release may be identified through
the use of words such as "expects", "will", "anticipates", "estimates",
"believes", or statements indicating certain actions "may", "could", or
"might" occur.
BRITISH COLUMBIA QUARTERLY REPORT
SECURITIES COMMISSION BC FORM 51-901F
(previously Form 61)
- --------------------------------------------------------------------------------
CENTRAL MINERA CORP.
Period ending September 30, 2003
- ------------------------------------------------------------------------------------------------------------------------------------
ISSUER DETAILS FOR QUARTER ENDED DATE OF REPORT
NAME OF ISSUER (YY/MM/DD)
Central Minera Corp. September 30, 2003 2003/11/14
- ------------------------------------------------------------------------------------------------------------------------------------
ISSUER ADDRESS
1040 - 885 West Georgia Street
- ------------------------------------------------------------------------------------------------------------------------------------
CITY/PROVINCE/POSTAL CODE ISSUER FAX NO. ISSUER TELEPHONE NO.
Vancouver, British Columbia, V6C 3E8 (604) 669-0131 (604) 687-6191
- ------------------------------------------------------------------------------------------------------------------------------------
CONTACT NAME CONTACT'S POSITION CONTACT PHONE NO.
Barbara West (604) 687-6191
- ------------------------------------------------------------------------------------------------------------------------------------
CONTACT E-MAIL ADDRESS WEB SITE ADDRESS
barbwest@look.ca N/A
- ------------------------------------------------------------------------------------------------------------------------------------
CERTIFICATE
The schedules required to complete this Report are attached and the disclosure
contained therein has been approved by the Board of Directors. A copy of this
Report will be provided to any shareholder who requests it.
- ------------------------------------------------------------------------------------------------------------------------------------
DIRECTOR'S SIGNATURE PRINT FULL NAME DATE SIGNED
(YY/MM/DD)
"MICHAEL CYTRYNBAUM" Michael Cytrynbaum 2003/11/14
- ------------------------------------------------------------------------------------------------------------------------------------
DIRECTOR'S SIGNATURE PRINT FULL NAME DATE SIGNED
(YY/MM/DD)
"MURRAY KOSICK" Murray Kosick 2003/11/14
- ------------------------------------------------------------------------------------------------------------------------------------
CENTRAL MINERA CORP
(A Development Stage Company)
BALANCE SHEET
(in United States dollars)
(unaudited - prepared by management)
SEPTEMBER 30 JUNE 30
2003 2003
--------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 53,943 $ 65,569
Accounts receivable and prepaid expenses 1,396 19,143
Marketable securities 8,513 8,513
--------------------------------
$ 63,852 $ 93,225
CAPITAL ASSETS 2,030 2,109
MINERAL PROPERTIES AND INTERESTS 2 2
--------------------------------
$ 65,884 $ 95,336
================================
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 22,222 $ 24,209
--------------------------------
SHARE CAPITAL AND DEFICIT
Convertible debentures (note 7) 300,000
Share capital (note 4) 41,847,541 41,547,541
Deficit (41,803,879) (41,776,414)
--------------------------------
43,662 71,127
--------------------------------
$ 65,884 $ 95,336
================================
See accompanying notes
Approved by
"Michael Cytrynbaum"
Director
"Murray Kosick"
Director
CENTRAL MINERA CORP
(A Development Stage Company)
STATEMENT OF OPERATIONS AND DEFICIT
(in United States dollars)
(unaudited - prepared by management)
THREE MONTHS ENDED SEPTEMBER 30
CUMULATIVE 2003 2002
----------------------------------------------------
EXPENSES
Accounting & audit $ 693,862 $ 507 $ 1,279
Consulting fees 1,819,816 18,694 25,589
Amortization 282,390 79 93
Legal 1,844,837 1,086 4,298
Office 928,009 634 3,034
Rent 726,425 - 157
Salaries & benefits 292,708 1,455 -
Transfer agent and filing fees 163,995 2,233 406
Travel & promotion 1,219,174 3,273 4,950
------------ ------------ ------------
7,971,216 27,961 39,806
------------ ------------ ------------
Interest and other income (1,517,871) (33) (6,485)
Loss (gain) on foreign exchange 43,461 (463) (2,679)
Investment write-down 1,000,799 - -
Loss (gain) on marketable securities (13,961) - -
Write - down of mineral properties 24,724,778 - -
Loss on sale of capital assets 11,307 - -
Allowance (recoveries) for lawsuit settlement 729,038 - -
Loss on sale of subsidiary 8,855,112 - -
------------ ------------ ------------
33,832,663 (496) (9,164)
------------ ------------ ------------
NET (LOSS) FOR THE PERIOD (41,803,879) (27,465) (30,642)
DEFICIT, BEGINNING OF THE PERIOD - (41,776,414) (41,590,526)
DEFICIT, END OF PERIOD $(41,803,879) $(41,803,879) $(41,621,168)
==========================================================================================================
NET LOSS PER COMMON SHARE $ (0.001) $ (0.001)
- ----------------------------------------------------------------------------------------------------------
AVERAGE NUMBER OF OUTSTANDING SHARES 23,847,979 21,760,068
- ----------------------------------------------------------------------------------------------------------
See accompanying notes
CENTRAL MINERA CORP
STATEMENT OF CASH FLOWS
(in United States dollars)
(unaudited - prepared by management)
THREE MONTHS
ENDED SEPTEMBER 30
CUMULATIVE 2003 2002
------------ --------- --------
CASH AND CASH EQUIVALENTS PROVIDED (USED) BY:
OPERATING ACTIVITIES
Net loss $(41,803,879) $ (27,465) $(30,642)
Add: Non-cash items:
Amortization 282,390 79 93
Loss on sale of subsidiary 8,855,112 - -
Loss on sale of capital assets 11,307 - -
Write-down of investment 1,000,799 - -
Write-down of mineral property 24,724,777 - -
Stock compensation expense 9,073 - -
Share consideration payable - - -
included in allowance for lawsuit - - -
settlement 375,000 - -
------------ --------- --------
(6,545,421) (27,386) (30,549)
------------ --------- --------
Net change in non-cash working capital items:
Accounts receivable and prepaids (1,396) 17,747 (5,871)
Marketable securities (8,513) - (3,199)
Accounts payable and accrued liabilities 22,222 (1,987) (53,378)
------------ --------- --------
(6,533,108) (11,626) (92,997)
------------ --------- --------
FINANCING ACTIVITIES
Loan and debentures payable 21,611 (300,000) 49,152
Funds held in trust - - 175,000
Shares issued 25,691,857 300,000 -
------------ --------- --------
25,713,468 - 224,152
------------ --------- --------
INVESTING ACTIVITIES
Mineral property expenditures (17,311,378) - -
Investment in private company (1,000,799) - -
Purchase of capital assets (814,239) - (2,481)
------------ --------- --------
(19,126,416) - (2,481)
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 53,943 (11,626) 128,674
CASH AND CASH EQUIVALENTS, BEGINNING - 65,569 6,021
------------ --------- --------
CASH AND CASH EQUIVALENTS, ENDING $ 53,943 $ 53,943 $134,695
============ ========= ========
See accompanying notes
CENTRAL MINERA CORP.
(a Development Stage Company)
Notes to Financial Statements
(in United States dollars)
September 30, 2003
- --------------------------------------------------------------------------------
1. GOING CONCERN CONSIDERATIONS
These financial statements have been prepared on the assumption that the
Company will continue as a going concern, meaning it will continue in
operation for the foreseeable future and will be able to realize assets and
discharge liabilities in the normal course of operations. Different basis
of measurement may be appropriate when a company is not expected to
continue operations for the foreseeable future. As at October 17, 2003, the
Company had not reached a level of operations, which would finance
day-to-day activities. The Company's continuation as a going concern is
dependent upon its ability to attain profitable operations and generate
funds therefrom and/or raise equity capital or borrowings from third
parties and related parties sufficient to meet current and future
obligations.
2. CONTINUING OPERATIONS
The Company is engaged in the acquisition, exploration and development of
mineral properties. At the Company's annual general meeting in December,
2000, the shareholders approved a change of domicile and the consolidation
of shares to a maximum ratio of 1:20. The directors have not implemented
these changes.
3. BASIS OF PRESENTATION
These financial statements have been prepared under Canadian generally
accepted accounting principles applicable to interim financial statements
and therefore do not include all the disclosures required for annual
financial statements. Accordingly, these interim financial statements
should be read in conjunction with the audited annual financial statements
for the year ended June 30, 2003 and included with the Company's annual
report. In the opinion of management, these financial statements contain
all adjustments necessary to present fairly the financial position, results
of operations and cash flow for the three-month periods ended September 30,
2003 and 2002. Interim results are not indicative of the results of
operations for the full year.
CENTRAL MINERA CORP.
(a Development Stage Company)
Notes to Financial Statements
(in United States dollars)
September 30, 2003
- --------------------------------------------------------------------------------
4. SHARE CAPITAL:
(a) Authorized share capital:
3,000,000 multiple variable voting shares without par value
Unlimited number of subordinate voting shares without par value.
The variable multiple voting shares are identical to the subordinate
shares except they may only be transferred with the approval of the
directors and entitle the holder to more than one vote calculated on a
predetermined ratio between the share classes. The variable multiple
voting shares may be converted into subordinate voting shares at a
ratio of 1:1 with a mandatory conversion if the then outstanding
balance is less than 1,500,000 shares.
(b) Issued
Subordinate voting shares Price
per Share Shares Consideration
------------------------------------------
Balance, June 30, 2003 22,163,682
Balance, September 30, 2003 22,163,682 $41,547,541
-----------------------------------------------------------------------------------
Variable multiple voting shares
Balance June 30, 2003 0 $ 0
Shares issued
Conversion of debenture $.10 3,000,000 $ 300,000
-----------------------------------------------------------------------------------
Balance, September 30, 2003 3,000,000 $ 300,000
-----------------------------------------------------------------------------------
Total Shares issued, September 30, 2003 25,163,682 $41,847,541
-----------------------------------------------------------------------------------
(c) Incentive stock option
The Company has a stock option plan for which options granted under
the plan generally have a maximum term of ten years. The exercise
price of each option equals the market price of the Company's shares
on the date of the grant.
CENTRAL MINERA CORP.
(a Development Stage Company)
Notes to Financial Statements
(in United States dollars)
September 30, 2003
- --------------------------------------------------------------------------------
4. SHARE CAPITAL (CONTINUED):
Details of director, employee and consultants' share purchase options are
as follows:
Balance Balance
June 30, September 30, Exercise
2003 Expired Exercised 2003 Price Expiry Date
--------------------------------------------------------------------------------------------
600,000 - - 600,000 $.20 December 31, 2003
1,325,000 - - 1,325,000 $.20 December 31, 2005
--------------------------------------------------------------------------------------------
1,925,000 1,925,000
----------------------------------------------------
The weighted average exercise price of options outstanding as at September
30, 2003 is $.20 (2002 - $.20).
(d) Share purchase warrants:
Details of share purchase warrants are as follows:
Balance Balance
June 30, Issued/ September 30, Exercise
2003 (Cancelled) Exercised 2003 Price Expiry Date
-------------------------------------------------------------------------------------------
6,003,340 6,003,340 $.10/2wts November 30, 2003
966,114 966,114 $.10/wt. June 5, 2005
3,000,000 3,000,000 $.10/wt July 31, 2004
-------------------------------------------------------------------------------------------
6,969,454 3,000,000 9,969,454
---------------------------------------------------
5. RELATED PARTIES:
Related party transactions not separately disclosed elsewhere in these
financial statements were as follows:
-----------------------------------------------------------------------------
2003 2002
-----------------------------------------------------------------------------
Consulting or other fees paid to directors/officers
or to companies controlled by directors/officers $16,303 $25,589
CENTRAL MINERA CORP.
(a Development Stage Company)
Notes to Financial Statements
(in United States dollars)
September 30, 2003
- --------------------------------------------------------------------------------
6. RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED
STATES ("USGAAP"):
These financial statements have been prepared in accordance with accounting
principles generally accepted in Canada. A description of accounting
principles that differ in certain respects from United States generally
accepted accounting principles follows:
a) Income taxes
For the purposes of U.S. GAAP, the Company adopted Financial
Accounting Standards Board Statement No. 109 "Accounting for Income
Taxes". Statement 109 changed the method companies use to account for
income taxes from the deferral method to an asset and liability
method. As indicated, the Company has unrecognized losses being
carried forward for income tax purposes. As there is no certainty as
to utilization of the losses, the benefit attributable thereto would
be fully offset by a valuation allowance. Accordingly, the application
of Statement 109 does not result in a material difference for U.S.
GAAP accounting purposes.
b) Stock-based compensation:
For purposes of U.S. GAAP, the Company has chosen to apply the
intrinsic value based method of accounting prescribed by Accounting
Principles Board Opinion No. 25 ("APB No. 25") "Accounting for Stock
Issued to Employees" for measuring the value of stock-based
compensation. The intrinsic value-based method requires that
compensation expense be recorded at the time of granting for the
excess of the quoted market price over the exercise price granted to
employees and directors under stock option plans. If a stock option is
not exercised, the compensation expense recorded in the previous
period is reversed by decreasing the compensation expense in the
period of forfeiture.
c) Other accounting standards:
The Company has adopted the Statement of Financial Accounting
Standards No. 130 ("SFAS130") "Reporting Comprehensive Income" with no
impact on U.S. GAAP differences.
The Company does not have any derivative or hedging instruments and,
therefore, Statement of Financial Accounting Standards No. 133 ("SFAS
133") "Accounting for Derivative Instruments and Hedging Activity" has
no impact on U.S. GAAP differences
The effect of the differences between Canadian GAAP and U.S. GAAP on the
balance sheets and statements of operations and deficit is summarized
below:
September 30 2003 2002
------------ ---------------------------
Share capital, under Canadian GAAP $41,847,541 $41,441,857
Adjustment for APB No. 25 12,490 21,563
--------------------------------------------------------------------
Share capital under U.S. GAAP $41,860,031 $41,463,420
--------------------------------------------------------------------
CENTRAL MINERA CORP.
(a Development Stage Company)
Notes to Financial Statements
(in United States dollars)
September 30, 2003
- --------------------------------------------------------------------------------
6. RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED
STATES ("USGAAP") (CONTINUED):
September 30 2003 2002
- ------------ ----------- -----------
Deficit, under Canadian GAAP $41,803,879 $41,624,366
Adjustment for APB No. 25 (12,490) 21,563
-------------------------------------------------------------
Deficit under U.S. GAAP $41,791,389 $41,602,803
-------------------------------------------------------------
There is no effect on the statements of cash flow for the difference between
Canadian GAAP and U.S. GAAP.
7. CONVERTIBLE DEBENTURES
The Company has completed a convertible debenture issue of $300,000. The
debentures converted into units of the Company on July 31, 2003 in the ratio of
one unit for each $0.10 (3,000,000 units). Each unit consists of one variable
multiple voting share and one non-transferable share purchase warrant to acquire
one subordinate voting share at $0.10 per share before July 31, 2004. Related
parties subscribed for $125,000 of the debentures.
8. SEGMENTED INFORMATION
The Company is organized based on geographic areas. Information by reportable
segment, to September 30, is as follows:
2003 CANADA USA TOTAL
- ---- -------------------------------
Operations
Interest Income $ (33) $- $ (33)
Amortization 79 - 79
Administration and other 27,419 - 27,419
-- -------
Loss for the quarter $27,465 $- $27,465
------- -- -------
Total assets $65,883 $1 $65,884
------- -- -------
2002 CANADA USA TOTAL
- ---- ---------------------------------
Operations
Interest Income $ (88) $- $ (88)
Amortization 93 - 93
Administration and other 30,637 - 30,637
-------- -- --------
Loss for the quarter $ 30,642 $- $ 30,642
-------- -- --------
Total assets $161,502 $1 $161,503
-------- -- --------
BRITISH COLUMBIA QUARTERLY REPORT
SECURITIES COMMISSION BC FORM 51-901F
(previously Form 61)
- --------------------------------------------------------------------------------
CENTRAL MINERA CORP.
Period ending September 30, 2003
- ---------------------------------------------------------------------------------------------
ISSUER DETAILS FOR QUARTER ENDED DATE OF REPORT
NAME OF ISSUER (YY/MM/DD)
Central Minera Corp. September 30, 2003 2003/11/14
- ---------------------------------------------------------------------------------------------
ISSUER ADDRESS
1040 - 885 West Georgia Street
- ---------------------------------------------------------------------------------------------
CITY/PROVINCE/POSTAL CODE ISSUER FAX NO. ISSUER TELEPHONE NO.
Vancouver, British Columbia, V6C 3E8 (604) 669-0131 (604) 687-6191
- ---------------------------------------------------------------------------------------------
CONTACT NAME CONTACT'S POSITION CONTACT PHONE NO.
Barbara West (604) 687-6191
- ---------------------------------------------------------------------------------------------
CONTACT E-MAIL ADDRESS WEB SITE ADDRESS
barbwest@look.ca N/A
- ---------------------------------------------------------------------------------------------
CERTIFICATE
The schedules required to complete this Report are attached and the disclosure
contained therein has been approved by the Board of Directors. A copy of this
Report will be provided to any shareholder who requests it.
- -----------------------------------------------------------------------
DIRECTOR'S SIGNATURE PRINT FULL NAME DATE SIGNED
(YY/MM/DD)
"Michael Cytrynbaum" Michael Cytrynbaum 2003/11/14
- -----------------------------------------------------------------------
DIRECTOR'S SIGNATURE PRINT FULL NAME DATE SIGNED
(YY/MM/DD)
"Murray Kosick" Murray Kosick 2003/11/14
- -----------------------------------------------------------------------
0
SCHEDULE "B"
CENTRAL MINERA CORP.
(a Development Stage Company)
Notes to Financial Statements
(in United States dollars)
September 30, 2003
- --------------------------------------------------------------------------------
1. ANALYSIS OF EXPENSES AND DEFERRED COSTS:
QUARTER TO SEPTEMBER 30, 2003 COMPARED TO THE QUARTER TO SEPTEMBER 30, 2002
During the quarter to September 30, 2003 the company incurred a loss of
$27,465, as compared to a loss of $30,642 for the quarter to September 30,
2002. The significant variances are as follows:
Consulting Fees 6,900 Change in rates charged
Other income (6,400) Option payment rec'd in 2002
Other expenses 500 Cost reductions
Foreign Exchange 2,200 Exchange rate fluctuations
- --------------------------------------------------------------------------------
(Increase) decrease in loss
for the period 3,200
- --------------------------------------------------------------------------------
2. TRANSACTIONS WITH RELATED PARTIES:
Refer to Note 5 of the Financial Statements (Schedule "A").
3. SUMMARY OF SECURITIES ISSUED AND OPTIONS GRANTED DURING THE PERIOD:
Convertible debentures - Refer to Note 7 of the Financial Statements
(Schedule "A")
Authorized Share Capital - Refer to Note 4 (a) of the Financial Statements
(Schedule "A")
Issued Share Capital - Refer to Note 4 (b) of the Financial Statements
(Schedule "A")
Options & Warrants - Refer to Note 4 (c) and (d) of the Financial
Statements (Schedule "A")
4. SUMMARY OF SECURITIES AS AT THE END OF THE REPORTING PERIOD:
Refer to Note 4 of the Financial Statements (Schedule "A")
5. DIRECTORS AND OFFICERS:
Michael Cytrynbaum President and Director
Murray Kosick Director
Reinhard Siegrist Director
Carlo Civelli Vice-President, Finance, Europe
Joan Jamieson Corporate Secretary
Barbara West Assistant Corporate Secretary
0
SCHEDULE "C"
CENTRAL MINERA CORP.
September 30, 2003
- --------------------------------------------------------------------------------
MANAGEMENT DISCUSSION AND ANALYSIS
CURRENT OPERATIONS
Central Minera Corp. (the "Company") was largely inactive during the
quarter to September 30, 2003. On July 31, 2003 the convertible debenture
was deemed to have been converted into units of the Company in the ratio of
one unit for each $0.10 (3,000,000 units). Each unit consists of one
variable multiple voting common share and one non-transferable share
purchase warrant to acquire one subordinate voting common share at $0.10
(originally $0.30) per share before July 31, 2004.
GENERAL
The Company has a limited history of operations and has not generated any
operating revenues.
The Company's assets currently consist of:
o a 25% interest in five mineral claims in the Mackenzie Mining District in
the Northwest Territories;
o a 100% interest in the California Mine Crown Grants situated in the
Kootenay Land District of British Columbia. An unrelated third party held
an option to acquire all of the Company's interest in these claims and has
advised that it will not be exercised. As a result, all payments made under
the option agreement have been forfeited and all rights and interest in the
property revert to the Company.
o a 15.72% interest in Cactus Gold Corp ("Cactus"), a private Nevada
corporation which owns certain mining properties including the Josh Claim.
1
SCHEDULE "C"
CENTRAL MINERA CORP.
September 30, 2003
- --------------------------------------------------------------------------------
DISCUSSION OF OPERATIONS
During the quarter to September 30, 2003 the company incurred a loss of
$27,465, as compared to a loss of $30,642 for the quarter to September 30,
2002. The significant variances are as follows:
Consulting Fees 6,900 Change in rates charged
Other income (6,400) Option payment rec'd in 2002
Other expenses 500 Cost reductions
Foreign Exchange 2,200 Exchange rate fluctuations
- --------------------------------------------------------------------------------
(Increase) decrease in loss
for the period 3,200
- --------------------------------------------------------------------------------
FINANCING
During the quarter to September 30, 2003 a $300,000 convertible debenture
was deemed to have been converted to share capital.
LIQUIDITY AND CAPITAL RESOURCES
On September 30, 2003 the Company had working capital of $42,000 as compared to
a working capital of $69,000 at September 30, 2002. As none of the Company's
mineral properties have advanced to the commercial production stage and it has
no history of earnings or cash flow from operations, the Company relies on the
sale of its equity shares for its source of funds. Cumulatively from the
Company's inception, it has raised $25,691,857 through the sale of its shares.
The company's major use of funds has been operations and mineral property
expenditures. During the quarter to September 30, 2003 the Company spent $11,000
on operations ($129,000 in the quarter to September 30, 2002). In order to
reduce operational and mineral property expenditures, the Company has reduced
staff, and sold its major properties. The Company anticipates that it will
continue to have losses from operations until it can advance its properties to
the commercial production stage. In the quarter to September 30, 2003, the
Company spent nothing on mineral properties.
2
SCHEDULE "C"
CENTRAL MINERA CORP.
September 30, 2003
- --------------------------------------------------------------------------------
FORWARD LOOKING STATEMENTS
This report includes "forward-looking statements" within the meaning of Section
27A of the Securities Act and Section 21E of the Securities and Exchange Act of
1934k, as amended (the "Exchange Act"). Any statements that express or involve
discussions with respect to predictions, expectations, beliefs, plans,
projections, objectives, assumptions of future events or performance (often, but
not always, using words or phrases such as "expects" or "does not expect", "is
expected", "anticipates", or "does not anticipate", "plans", "estimates", or
"intends", or stating that certain actions, events or results "may", "could",
"would", "might", or "will" be taken, occur or be achieved) are not statements
of historical facts and may be "forward-looking statements". Forward-looking
statements are based on expectations, estimates and projections at the time the
statements are made and include, but are not limited to, the statements under
Management's Discussion and Analysis of Financial Condition and Results of
Operations and located elsewhere herein regarding industry prospects and the
Company's financial position. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it can
give no assurance that such expectations will prove to have been correct.
Important factors that could cause actual results to differ materially from the
Company's expectations are more fully disclosed in the Company's Form 20-F.
Important risks include the company's lack of cash flow and resultant need for
additional funding, the risks associated with resource exploration and
development, the fact that there are no proven reserves, risks associated with
the property title, currency fluctuation, metal prices, environment and
political situations. All subsequent written and oral forward-looking statements
attributed to the Company or persons acting on its behalf are expressly
qualified in their entirety by the Cautionary Statements.
3
CENTRAL MINERA CORP.
1040 - 885 West Georgia Street
Vancouver, British Columbia
V6C 3E8
(604) 687-6191
November 24, 2003
British Columbia Securities Commission
9th Floor
701 West Georgia Street
Vancouver, British Columbia
V7Y 1L2
ATTENTION: EXECUTIVE DIRECTOR
Dear Sirs,
RE: CENTRAL MINERA CORP. (THE "COMPANY")
MAILING ON NOVEMBER 24, 2003
We confirm that on the above date, the following material issued by the Company
was forwarded by prepaid first class mail to all the persons on the
Supplementary Mailing List maintained at the offices of the Company's transfer
agent, Pacific Corporate Trust Company:
o Interim Financial Statements for the 1st Quarter ending September 30,
2003
o Schedules B and C
Yours truly,
CENTRAL MINERA CORP.
"Barbara West"
Barbara West
cc: Pacific Corporate Trust Company
Getz Prince Wells
Campion Macdonald