SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM 40-F
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005 Commission File Number: 000-51810
Corriente Resources Inc.
(Exact name of Registrant as specified in its charter)
British Columbia 1000 Not Applicable
(Province or other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Classification Identification No.)
Incorporation Code Number)
or Organization)
520 - 800 West Pender Street
Vancouver, British Columbia
V6C 2V6 Canada
(604) 687-0449
(Address and telephone number of Registrants' principal executive offices)
CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8940
(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United States)
-------------------------
Securities registered or to be registered pursuant to Section 12(b) of the Act:
None
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Common Shares, No Par Value
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act:
None
For annual reports, indicate by check mark the information filed with this Form:
[X] Annual information form [X] Audited annual financial statements
Indicate by check mark whether the Registrant by filing 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
(the "Exchange Act"). If "Yes" is marked, indicate the filing number assigned to
the registrant in connection with such rule.
Yes _____ 82-_____ No X
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days.
Yes _____ No X
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DOCUMENTS FILED UNDER COVER OF THIS FORM
----------------------------------------
Document No. 1: Annual Information Form for the year ended December 31,
2005.
Document No. 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations for the year ended
December 31, 2005.
Document No. 3: Audited Consolidated Financial Statements for the year
ended December 31, 2005, prepared in accordance with
Canadian generally accepted accounting principles, and
reconciled to United States generally accepted
accounting principles in accordance with Item 18 of
Form 20-F.
DOCUMENT NO. 1
[CORRIENTE RESOURCES INC. GRAPHIC OMITTED]
ANNUAL INFORMATION FORM
FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2005
March 24, 2006
TABLE OF CONTENTS
GLOSSARY OF TERMS...........................................................1
CURRENCY....................................................................3
FORWARD-LOOKING STATEMENTS..................................................3
THE COMPANY.................................................................3
THE BUSINESS OF CORRIENTE...................................................4
CORRIENTE COPPER BELT.......................................................9
RISK FACTORS...............................................................18
DIVIDENDS..................................................................21
CAPITAL STRUCTURE..........................................................21
MARKETS FOR SECURITIES.....................................................22
DIRECTORS AND OFFICERS.....................................................23
AUDIT COMMITTEE INFORMATION................................................25
TRANSFER AGENT AND REGISTRAR...............................................26
MATERIAL CONTRACTS.........................................................26
INTERESTS OF EXPERTS.......................................................26
ADDITIONAL INFORMATION.....................................................26
SCHEDULE A.................................................................28
1
GLOSSARY OF TERMS
The following is a glossary of technical terms which are used in this annual
information form.
anomaly/anomalous Value higher or lower than the expected; outlining a
zone of potential exploration interest but not
necessarily of commercial significance
Au Gold
chalcocite Copper sulphide, Cu2S
chalcopyrite Copper sulphide, CuFeS2
Cu Copper
development Preparation of a mineral deposit for commercial
production including installation of plant and
machinery and the construction of all related
facilities
diamond drill A type of rotary drill in which the cutting is
done by abrasion rather than percussion. The cutting
bit is set with diamonds and is attached to the end
of long hollow rods through which water is pumped to
the cutting face. The drill cuts a core of rock
which is recovered in long cylindrical sections, an
inch or more in diameter
exploration The prospecting, diamond drilling and other work
involved in searching for ore bodies
grade The weight of valuable minerals in each tonne of ore
g/t Grams per tonne
indicated mineral
resource That part of a Mineral Resource for which quantity,
grade or quality, densities, shape and physical
characteristics, can be estimated with a level of
confidence sufficient to allow the appropriate
application of technical and economic parameters, to
support mine planning and evaluation of the economic
viability of the deposit. The estimate is based on
detailed and reliable exploration and testing
information gathered through appropriate techniques
from locations such as outcrops, trenches, pits,
workings and drill holes that are spaced closely
enough for geological and grade continuity to be
reasonably assumed
inferred mineral
resource That part of a Mineral Resource for which quantity
and grade can be estimated on the basis of
geological evidence and limited sampling and
reasonably assumed, but not verified, geological and
grade continuity. The estimate is based on limited
information and sampling gathered through
appropriate techniques from locations such as
outcrops, trenches, pits, workings and drill holes.
Due to the uncertainty which may attach to Inferred
Mineral Resources, it cannot be assumed that all or
any part of an Inferred Mineral Resource will be
upgraded to an Indicated or Measured Mineral
Resource as a result of continued exploration
k-silicate alteration Alteration of rock typified by potassium-bearing
minerals
2
mineralization Rock containing an undetermined amount of minerals
or metals
mineral reserve The economically mineable part of a Measured
or Indicated Mineral Resource demonstrated by at
least a preliminary feasibility study, which must
include adequate information on mining, processing,
metallurgical, economic and other relevant factors
that demonstrate, at the time of reporting, that
economic extraction can be justified. A Mineral
Reserve includes diluting materials and allowances
for losses that may occur when the material is mined
mineral resource A concentration or occurrence of natural, solid,
inorganic or fossilized organic material in or on
the Earth's crust in such form and quantity and of
such a grade or quantity that it has reasonable
prospects for economic extraction. The location,
grade, geological characteristics and continuity of
a Mineral Resource are known, estimated or
interpreted from specific geological evidence and
knowledge. Mineral Resources are sub-divided, in
order of increasing geological confidence, into
Inferred, Indicated and Measured categories. An
Inferred Mineral Resource has a lower level of
confidence than that applied to an Indicated Mineral
Resource. An Indicated Mineral Resource has a higher
level of confidence than an Inferred Mineral
Resource but has a lower level of confidence than a
Measured Mineral Resource
mining concession A right to undertake mining activity for profit on
another's real property. The boundaries of the
concession area descend vertically.
Mo Molybdenum
ore A natural aggregate of one or more minerals which,
at a specified time and place, may be mined,
processed and sold at a profit, or from which some
part may profitably be separated
oz/t Troy ounces per short ton
percussion drill A drill, which operates by having the drill bit fall
with force onto the rock
porphyry copper A copper deposit in which the mineralization occurs
as discrete grains and veins throughout a large
volume of rock
qualified person An individual who (a) is an engineer or geoscientist
with at least five years of experience in mineral
exploration, mine development or operation or
mineral project assessment, or any combination of
those, (b) has experience relevant to the subject
matter of the mineral project and the technical
report, and (c) is a member in good standing of a
recognized professional association of engineers
and/or geoscientists
tonne A metric tonne (2,204 pounds)
3
CURRENCY
All dollar amounts referred to in this annual information form are Canadian
dollars unless otherwise indicated. The company's accounts are maintained in
Canadian dollars. The company's business activities are carried out through its
subsidiaries in the Cayman Islands and Ecuador, and are conducted in both
United States dollars and in the local currency in those jurisdictions. Unless
otherwise indicated, Canadian dollar amounts have been converted in this annual
information form at the rate of exchange for converting United States dollars
into Canadian dollars in effect at December 31, 2005 as reported by the Bank of
Canada, being 1.1630 (C$1.00 = US$0.8598).
The closing rate of exchange for converting United States dollars into Canadian
dollars on March 23, 2006 as reported by the Bank of Canada was 1.1652 (C$1.00
= US$0.8588).
FORWARD-LOOKING STATEMENTS
Certain information in this Annual Information Form may constitute
forward-looking statements. Wherever possible, words such as "anticipate",
"may", "will", "expect", "believe", "plan" and other similar expressions have
been used to identify these forward-looking statements. These statements
reflect management's beliefs and are based on information currently available
to the company's management. Forward-looking statements involve significant
risks, uncertainties and assumptions. Although the company believes that these
statements are based on reasonable assumptions, a number of factors could cause
the actual results, performance or achievements of the company to be materially
different from future results, performance or achievements expressed or implied
by such forward-looking statements. The company disclaims any obligation to
update or revise any forward-looking statements to reflect new events or
circumstances.
THE COMPANY
Name and Incorporation
Corriente Resources Inc. ("Corriente") was incorporated under the Company Act
(British Columbia) on February 16, 1983 under the name "Coronado Resources
Inc.". On December 10, 1990 Coronado Resources Inc. consolidated its share
capital on a three-for-one basis and changed its name to "Iron King Mines
Inc.". On April 23, 1992 Iron King Mines Inc. consolidated its share capital on
a three-for-one basis and changed its name to "Corriente Resources Inc.". On
May 16, 1994, Corriente's authorized capital was increased to 50,000,000 common
shares without par value. On May 10, 2004, Corriente's authorized capital was
increased to 100,000,000 common shares without par value. On June 2, 2004, the
company transitioned under the Business Corporations Act (British Columbia).
Corriente's principal office and its registered and records offices are located
at Suite 520, 800 West Pender Street, Vancouver, British Columbia, V6C 2V6.
Corriente also has administrative offices in the Cayman Islands, B.V.I. and in
Quito, Ecuador.
Corriente and its subsidiaries are collectively referred to herein as
"Corriente" or "the company" unless otherwise indicated or the context
otherwise requires.
4
Intercorporate Relationships
The following chart sets out Corriente's corporate structure, including all
subsidiaries (each of which is wholly-owned by Corriente), together with the
jurisdiction of incorporation of each company.
- -------------------------------------------------------------------------------
Corriente Resources Inc.
(British Columbia, Canada)
- -------------------------------------------------------------------------------
|
| CTQ Management Inc.
|_______ (British Columbia, Canada)
|
| Minera Curigem S.A.
|_______ (Ecuador)
|
| Corriente Resources Inc.
|_______ (Cayman Islands, B.W.I.)
| |
| Ecuacorriente S.A.
| (Ecuador)
|
| Minera Panantz B.V.
|________ (Netherlands)
(Inactive)
THE BUSINESS OF CORRIENTE
General Development of the Business
Corriente is a Canadian natural mineral resource company that since 1992 has
been engaged, through its subsidiaries, in the acquisition, exploration and
development of mineral resource properties, primarily in South America. Until
2003, Corriente was principally an exploration company with a goal to acquire
properties, to locate and confirm the existence of bodies of commercial ore on
them, and to sell the properties to other entities for subsequent development.
The prime commodities sought by Corriente have been copper and gold in projects
already at the advanced drilling stage. Over the past 10 years, Corriente has
actively explored a number of properties in Argentina and Ecuador. In some
cases, Corriente has taken on joint venture partners who have financed part or
all of the exploration on the properties. Since 2003, Corriente has been
pursuing the exploration and development of its mining concessions in the
Corriente Copper Belt in southeastern Ecuador, most notably the Mirador project
which is more fully described herein.
5
In October 1999 and April 2000, Corriente entered into two option agreements
with BHP Billiton Plc. ("BHP Billiton") pursuant to which Corriente acquired
the option to acquire a 70% interest in a large package of mineral exploration
properties identified by BHP Billiton in the course of a five-year grassroots
exploration program in the Rio Zamora valley in southeast Ecuador. Today, that
property, known as the Corriente Copper Belt, is the company's principal asset.
Over the period from January 2000 to June 2002, Corriente completed the
drilling of over 30,000 metres of core within the Corriente Copper Belt and
completed scoping studies on the Panantza-San Carlos and Mirador projects that
provided an initial assessment of several different mining development options.
In January 2002, the company gave BHP Billiton notice of its intention to
exercise the option to acquire a majority interest in the Panantza project.
This option allowed Corriente to acquire ownership of mineral resource deposits
that are below the threshold of interest of BHP Billiton. Formal approval was
granted in April 2002 for the transfer of the ownership of the Panantza
concessions to Corriente. By the end of 2002, Corriente had repeated the
process to acquire title to the San Carlos (August 2002) and Mirador (December
2002) projects within the Corriente Copper Belt. In each case, BHP Billiton
chose to convert its back-in rights to a 2% net smelter royalty interest (NSR)
in the project with the company having the option to reduce this NSR to 1% for
the Mirador, Panantza and San Carlos resource properties upon the payment of
US$2 million to BHP Billiton.
In December 2003, Corriente granted Lowell Mineral Exploration an option to
acquire a 100% interest in the Warintza project, Ecuador. This option was
subsequently exercised in June 2004, with Lowell Mineral Exploration swapping
its 10% interest in all of Corriente's concessions in Ecuador (including
Mirador, Panantza and San Carlos) in exchange for a 100% interest in the
Warintza project. The Warintza project includes four concessions totalling
20,000 hectares. As a result of this agreement, Corriente now controls 100% of
all of its concessions in Ecuador subject to the 2% NSR to BHP Billiton. These
concessions encompass over 50,000 hectares located within the Corriente Copper
Belt. The Belt extends over a 20 by 80-kilometre area in southeast Ecuador and
currently contains four identified copper and copper-gold porphyry deposits
(called Mirador, Mirador Norte, Panantza and San Carlos). Six additional copper
and copper-gold exploration targets (called La Florida, San Luis, San Marcos,
San Miguel, Sutzu and Trinidad) have also been identified in the Corriente
Copper Belt to date.
The primary focus of current operations is the development of the Mirador mine
project in Morona Santiago Province in southeast Ecuador, while exploration
work continues on the company's other Corriente Copper Belt concessions.
Mirador Project
Mirador is one of the few new, sizable copper projects in the world available
for near term production. Mirador has a completed optimization study on a
starter operation with a measured and indicated resource model of 346,968,000
tonnes at an average grade of 0.62% copper, 0.2 g/t gold and 1.6 g/t silver
(with an average cut off grade of 0.37% copper).
Starter Project Highlights
- --------------------------
o The project is forecast to annually produce approximately 131 Million
pounds of copper, 32,000 ounces of gold and 398,000 ounces of silver
during the first five years of production.
o The mine model indicates a 38 year mine life at a throughput of
25,000 tonnes per day.
o At a long-term copper price of US$1.10/lb, the study indicates a
Pre-Tax Internal Rate of Return (IRR) for the project of 22.6% and a
Net Present Value (NPV) of US$224 Million at an 8% discount rate (see
Table 1). The Investment Contract with the Government of Ecuador will
determine the final tax regime for the project, so after-tax numbers
are not being presented here.
o The capital cost for the project is US$195 Million (reflecting
reduced pre-strip with the new mine plan).
o The Environmental Impact Assessment documentation is scheduled for
submission in early December 2005.
As an indication of the growth potential of the project, Corriente has prepared
an internal cash flow projection for an overall mine plan that allows for an
expansion to a capacity of 50,000 tonnes per day with construction underway in
year five. This expansion would require a twinning of the concentrator and use
the same infrastructure layout and the same pit model and geological resources
as in the starter project feasibility study. This overall mine plan is
projected to generate a 24% pre-tax IRR and an NPV of $US 349 Million at an 8%
discount rate using a copper price of $US 1.10/lb. The capital cost of the
6
expansion is estimated to be approximately $US 100 million. Costing for the
expansion cash flow was done by factoring and the results will be amended in
the next few months as the proposed costs will undergo a detailed engineering
review.
For 2005, deferred exploration and development expenditures made on the Mirador
property totalled $8,658,952 (2004 - $7,985,443) reflecting the company's
activities in furthering development of these resource properties.
Mineral Resources Entering Development
Mirador Norte is the most recently discovered copper deposit, located
approximately 3 km north of the Mirador copper-gold project. Drilling
highlights include 31 metres of 1.15% copper and 99 metres of 0.98% copper
(including 24 metres of 1.56% copper). The main focus of the drilling at
Mirador Norte was to identify higher-grade, near-surface zones, usually
associated with secondary enrichment of copper. The high-grade zones could
provide an opportunity to enhance the economics of operations at the nearby
Mirador project.
The Panantza prospect lies about five kilometres northwest of the San Carlos
property. It shares many of the geologic, alteration and mineralization
features of San Carlos. As currently defined by 29 exploration drill holes
spaced mostly at 100m, the Panantza project contains an inferred resource of
approximately 395 Million tonnes at a grade of 0.67% copper and 0.08 g/t gold
with potential for expansion to the south and at depth. There is a
well-equipped camp with accommodation for 40 people, mess, office and core shed
at a site called Rosa de Oro adjacent to the Rio Panantza.
San Carlos is a large copper-molybdenum mineralized porphyry system with
dimensions of about 2000 metres x 2500 metres. The mineralization has been
tested with 25 diamond drill holes at variable spacing. The current, inferred
resource estimate based on these drill holes is 657MT at 0.61% copper. There is
a fully equipped permanent camp with office, accommodation for about 60
persons, mess and core shed in the northwest part of the San Carlos prospect
area.
Deferred exploration expenditures on the Panantza/San Carlos properties
totalled $160,627 in 2005 (2004 - $392,128).
Exploration Targets
The San Miguel target is a 600 X 850m Cu-Mo soil anomaly with rock sample
values to >1% Cu, but averaging 0.3% Cu over 300m along the east edge of the
anomaly. The north and west area of the anomaly has had limited initial
drilling and returned values to 0.50% Cu over 180m in SM001, 0.42% Cu over 155m
in SM08, and 0.36% Cu over 193m in SM09.
Sutzu is a 1500 X 1500m soil Cu-Mo anomaly, with the Mo anomaly open to the SW.
Semi-continuous rock sampling passing across the centre of the soil anomaly
returned lower-grade (0.2%) copper. No drilling has been done yet on this
target.
San Marcos is an 800 X 800m Cu-Mo soil anomaly with rock samples in stream cuts
across this returning up to 0.5% Cu over 170m. No drilling has been done yet on
this target. San Marcos is on strike and probably related to Sutzu
mineralization, together with which it forms one of the larger mineralized
zones in the district.
The potential size of San Luis is about 170 X 350m based on the width of
mineralized rock chip sampling and the associated soil anomaly. Continuous
detailed rock sampling along the length of the anomaly returned about 230m of
0.76% Cu. A ground IP survey was run over San Luis and the anomaly coincided in
size with the soil anomaly. No drilling has been carried out on this project.
Trinidad is a 500 X 800m soil anomaly limited to the west by the edge of soil
sampling and covering rocks. There are no rock samples from the area of the
anomaly, but within 300m samples return values up to 0.5%Cu. A pair of rock
chip samples in adjacent drainages returned >1%Cu. There is no previous
drilling.
Deferred exploration expenditures on the exploration targets totalled $25,470
(2004 - $249,691).
7
For 2005, deferred exploration and development expenditures made on various
target projects within the Corriente Copper Belt totalled $8,845,049 (2004 -
$8,627,262) reflecting the company's activities in furthering development of
these resource properties.
Personnel
During the past 24 months, the company has been actively building up its mining
development and operations management team.
In February 2004, Mr. Ron Simkus joined Corriente to guide the process of
completing the feasibility study at the Mirador project in southeast Ecuador
and to facilitate the construction and operation of the 25,000 tonnes per day
plant at the Mirador site. Mr. Simkus, who was most recently the President and
CEO of Compania Minera Antamina S.A. in Peru, oversaw the commissioning of the
Antamina deposit and the successful transition of the largest copper mining
construction project in recent history (at a cost of approximately US$2.2
billion) to a sustainable mining operation. Previously, Mr. Simkus spent eight
years at Highland Valley Copper, including three years as President and General
Manager. Highland Valley is one of the largest open-pit copper operations in
the world.
Corriente continued to build its mine development and management team with the
September 2005 appointment of Tom Milner as President of Corriente. Mr. Milner
is responsible for the execution of the Mirador development plan utilizing his
background experience as a mine developer and operator. Most recently, Mr.
Milner was Chief Operating Officer for Taseko Mines Ltd., with responsibility
for the successful 2004 restart of the open pit copper-molybdenum Gibraltar
Mine located in south central B.C. The Gibraltar Mine mills 35,000 tonnes of
ore per day with an overall mining rate of 115,000 tonnes per day. In addition
to almost 10 years of senior operations experience as Mine Manager at
Gibraltar, Mr. Milner was President of Brinco Coal Corporation, with
responsibility for developing the Quinsam Coal Mine on Vancouver Island from
the feasibility study stage through environmental approvals, permitting,
construction and operations.
Mr. Ken Shannon is continuing as the company's Chairman and Chief Executive
Officer and is directly overseeing the company's continuing exploration and
development activities in Ecuador.
In preparation for the impending construction and subsequent operating phases
at Mirador, the company has initiated an outsourced hiring and recruitment
program in North and South America. Key hires being pursued are for the
company's mining operations roles as General Manager, Mine Manager, Mill
Manager, Environmental Manager, Safety and Control Manager and Project
Administrators.
As at December 31, 2005 the company had 110 employees.
Sale of Other Properties
In 2003, the company sold its shares of its wholly-owned subsidiaries,
Corriente Argentina Inc. (Cayman) and Corriente Argentina S.A. (Argentina),
including its 100% interest in the Taca-Taca property in Argentina. These
assets were written off in previous years. The following summarizes the amounts
due from the purchaser to the company according to the original agreement:
o US $25,000 on the Closing Date (received in 2002);
o US $25,000 cash and 100,000 shares of the purchaser one year from the
date of the Agreement (received in 2003);
o 100,000 shares of the purchaser two years from the date of the
agreement (received in 2004);
o 100,000 shares of the purchaser three years from the date of the
agreement (received in 2005);
o US $100,000 four years from the date of the agreement;
o US $1,000,000 five years from the date of the agreement;
o US $1,000,000 upon the Taca-Taca property achieving commercial
production.
On March 22, 2005 the company and the purchaser executed an amending agreement
whereby the payments due in years four and five of the agreement were changed
to one final tranche of 100,000 shares of the purchaser on the amending date.
US $1,000,000 remains due from the purchaser upon the Taca-Taca property
achieving commercial production. As collectibility of this amount remains
uncertain, this amount will be recorded when received. The company realized a
total gain of $1,882,000 based on the market value of the 200,000 shares of the
purchaser received in 2005. These shares were subject to a hold period which
8
expired in July 2005. During the hold period, the purchaser underwent a
reorganization in April 2005, at which time the company received an equivalent
200,000 shares of each of the four post-reorganization companies. With the
exception of 200,000 shares in one of the post-reorganization companies which
remains non-public and without market value, all of the shares were sold by the
company before the end of 2005.
The Polymet plant site in Bolivia (which was previously written off in 1998)
was sold during 2003. The company has received full consideration, totalling
$570,841 (including $88,320 received in 2005) from the purchaser.
Global Exploration Alliance with BHP Billiton
Corriente and BHP Billiton, by virtue of their exposure to the operations of
each other through existing option agreements, considered it beneficial to both
parties to enter into a preferential relationship by way of a global strategic
alliance (the "Alliance"), whereby BHP Billiton, at its discretion, offered to
Corriente options to acquire interests in mineral properties held by BHP
Billiton (or an affiliate thereof) that were of interest to Corriente. The
Global Strategic Alliance Agreement was signed on December 11, 2001 with the
twin goals of utilizing the efficiencies of Corriente's exploration personnel
and expertise in the identification and exploration of large base-metal
discoveries that meet a defined threshold of interest to BHP Billiton, and
permitting Corriente to remain focused on the exploration of such prospects
rather than on project generation and financing.
In conjunction with the formation of the Alliance, BHP Billiton agreed to
invest in Corriente $1 million, to be used, together with other funds raised by
Corriente, to carry out work programs on an expanded property portfolio
resulting from the grant by BHP Billiton, pursuant to separate option
agreements, of options to acquire interests in additional mineral properties.
That investment was made in March 2002.
The basic terms of each option agreement under the umbrella of the Alliance
were similar: the company could earn a 70% interest by delivering a feasibility
study establishing that a portion of the optioned properties showed potential
to support a commercial mining operation, either (i) producing not less than
50,000 tonnes per annum of copper equivalent, or (ii) capable of delivering an
average net after-tax return of US$20 million per annum for a minimum of 15
years, and (iii) capable of supporting a minimum project return of 10%. The
company would undertake a feasibility study only in circumstances where an
initial scoping study indicated that the project is sufficiently large to be of
interest to BHP Billiton for bringing to the production stage. The threshold of
interest of BHP Billiton was defined as a resource greater than 200 Million
tonnes at a grade of greater than 1% copper equivalent for a deposit requiring
flotation processing.
With the company's focus squarely centered on the development of its Corriente
Copper Belt concessions, and considering very few exploration opportunities
were available, in December 2005, the company and BHP Billiton agreed to
terminate the Global Strategic Alliance Agreement. No commitments remain for
either party.
9
CORRIENTE COPPER BELT
History and Development of the Corriente Copper Belt, Ecuador
[GRAPHIC OMITTED]
Ecuador
Ecuador is situated astride the equator on the north-western coast of South
America. Quito, in the northern part of the country, is the capital city. After
a long period of civilian-military governments, Ecuador had a democratic
government from 1979 until late 1999, when popular unrest led to a military
coup, after which the military commander appointed the previous Vice-President
as the new President. That government took office in January 2000. New
elections were held in November 2002 and a left-leaning populist President,
Lucio Gutierrez, was sworn into office in January 2003. In April 2005,
Gutierrez fled Ecuador in the face of a populist uprising and lack of support
from the military. As a result, (then) Vice-President Alfredo Palacio was sworn
in as President, a position that he continues to hold to date. Since that time,
the country has returned to a much greater degree of political stability.
Ecuador's government considers the mining industry as an opportunity to bring
significant new growth to the country's economy, and has taken significant
steps to attract foreign investment. It is expected that the government will
support companies to expedite development of projects.
During 2002, a consortium headed by a Canadian group started work on a $400
million project to build a new international airport for Quito and to provide
the future management structure. Ecuador's economy should also be helped by the
completion in September 2003 of its new heavy crude oil pipeline. The
government has pledged to use oil revenues to pay off debt and is seeking
support from the International Monetary Fund. Of direct significance to
Corriente's operations is the Amazon highway system, a major north-south
transportation artery on the east side of the Andes that is currently being
widened and paved in the area of the Corriente Copper Belt.
Under Ecuador's general tax code, mining companies, including foreign
corporations, are taxed at a fixed rate of 25% of net profits. There are
currently no restrictions or withholding taxes on the repatriation of capital,
dividends or profits.
Mineral rights in Ecuador are acquired by mining concessions, title to which is
universally valid and has exclusive rights equivalent to owning real property.
Title to a mining concession is defensible against third parties, may be
mortgaged, may be transferred by public deed and may be inherited. Holders of
mining concessions are obliged to undertake environmental studies and formulate
plans to minimize environmental damage resulting from their activities.
A mining concession may be obtained for a maximum area of 5,000 hectares and
for a maximum term of 30 years, renewable for an additional 30 years. There is
no limitation on the number of mining concessions a person or company may hold.
Holders of mining concessions are required to pay annual fees and, once a
property is in production, to file annual audit reports, in order to keep the
concession in good standing. Title to a mining concession confers on the holder
the right to explore, exploit, process, smelt, refine and trade all the mineral
substances (except oil, gas and radioactive substances) lying within the
perimeter of the concession as well as the right to use the surface of the land
(subject to easements or arrangements with the land owner) and available water.
10
Location, Size and Access
The Corriente Copper Belt is located in the valley of the Rio Zamora in the
Pangui region, Morona Santiago province, in southeast Ecuador, adjacent to the
border with Peru. The area, centred about 340 kilometres south of Quito and 70
kilometres southeast of the city of Cuenca, consists of a total of 25
exploration concessions covering about 606 square kilometres. Access to the
area is by road from the city of Cuenca, a regional centre with scheduled air
service of less than one hour's duration from the capital city of Quito.
Alternatively, local air travel is possible to the town of Gualaquiza, which is
within the Corriente Copper Belt. Road access from Cuenca to the village of
Santiago de Panantza is via the towns of Gualaceo, Indanza and San Juan Bosco,
mostly by reasonable-quality unsealed roads. The road distance is about 150
kilometres or about four hours' travel. There is road access from Quito to
Cuenca for the transport of samples or heavy equipment. Road access to the
Panantza concessions was completed during 2001. The Mirador project is accessed
by a one-hour flight from Quito to Loja and then by road approximately 180
kilometres to the project site (about five hours driving time). The remaining
concessions are accessed by mule track or by helicopter. Travel within the
concessions is primarily by foot on jungle trails.
Acquisition of Resource Properties
Corriente entered into an option agreement dated October 15, 1999 ("JV1"), as
amended, with two subsidiaries of BHP Billiton, pursuant to which Corriente was
granted the option to acquire a 70% interest in certain mineral exploration
properties covering approximately 880 square kilometres in the Rio Zamora area
on which BHP Billiton had conducted a five-year grassroots exploration program,
during the course of which it had discovered a number of porphyry copper
deposit clusters. The JV1 agreement currently includes 16 concessions covering
a total of 57,660 hectares. The company has completed the required work
program, expended the required exploration funds and issued to BHP Billiton all
the securities required under the terms of this agreement. Corriente
subsequently entered into a further agreement dated April 6, 2000 ("JV2"), as
amended, with two subsidiaries of BHP Billiton, pursuant to which Corriente was
granted the option to acquire a 70% interest in certain mineral exploration
properties in the southern part of the Corriente Copper Belt, known as the
Mirador property, representing the balance of the copper targets identified by
BHP Billiton in the course of its exploration program in the Rio Zamora area.
On signing of the option agreement, the Mirador property consisted of eight
exploration concessions covering a total area of 22,880 hectares. Corriente has
completed the required work program, expended the required exploration funds,
and issued the securities required to be issued under the terms of this
agreement.
Corriente is the operator of the properties covered by both agreements during
the option period. Corriente engaged Lowell Mineral Exploration Limitada Chile
(Lowell) to manage the exploration and development activities on the optioned
properties from 2000 to 2002. As compensation for the management services
rendered by Lowell to Corriente in connection with the optioned properties,
Corriente granted to Lowell the right to obtain 10% of Corriente's interest in
any properties covered by the two BHP Billiton joint ventures. In December
2003, Corriente granted Lowell an option to acquire a 100% interest in the
Warintza project, Ecuador. This option was subsequently exercised in June 2003,
with Lowell swapping its 10% interest in all of Corriente's concessions in
Ecuador (including Mirador, Panantza and San Carlos) in exchange for a 100%
interest in the Warintza project. The Warintza project includes four
concessions totaling 20,000 hectares.
Exploration History
Regional exploration was initiated in southeastern Ecuador by Gencor, a
predecessor company of BHP Billiton, in mid-1994. In early 1995, six porphyry
copper targets in the area were identified.
In 1996, the San Carlos property was recognized as a large porphyry copper
system, leading to the drilling of eight holes at the Kutucus skarn prospect
and five holes at the San Carlos prospect in mid-1997. The San Carlos drilling
intersected significant copper mineralization. Based on 25 core drill holes
aggregating 6,185 meters on the San Carlos project, a potential resource of
over one billion tonnes of low-grade primary copper mineralization (0.4% Cu) or
400 million tonnes at 0.7% Cu at a 0.5% cut-off in the Inferred Mineral
Resource category was estimated. The company believes that there is potential
for surface oxide copper mineralization as indicated by hole SC-07 (0-60
metres, vertical hole) assaying 0.7% Cu (in oxide) and hole SC-17 (6 - 93
metres, -60 degree hole) assaying 0.77% Cu (in oxide).
11
In total, BHP Billiton drilled 11 scout holes totaling 2,900 metres on the
Panantza property. The drilling at Panantza was insufficient to define an
inferred resource but has identified a significant exploration potential. For
example, good surface oxide potential is shown by hole PA-03 (0-27 metres,
vertical hole) of 1.3% Cu (in oxide) and hole PA-09 (0-60 metres -57 degree
holes) of 1.15% Cu (in oxide).
The Warintza property was recognized as a large copper and molybdenum soil
anomaly with a classic porphyry copper alteration signature in early 1999. Chip
sampling carried out later that year by BHP Billiton outlined significant drill
targets of copper mineralization with surface grades up to 1% copper.
The area of Mirador was recognized as a significant anomalous area during the
original reconnaissance geological and geochemical surveys completed in
November - December 1994. These surveys, which included 315 pan concentrates of
stream sediments, defined an area roughly 50 square kilometres in extent which
gave anomalous values in Cu, Mo, Au, zinc and silver. At the time however, BHP
Billiton was forced by border conflicts between Ecuador and Peru to concentrate
its efforts in the north part of the Corriente Copper Belt. After a peace
treaty ending the border conflict was signed by Peru and Ecuador in July 1999,
BHP Billiton completed detailed follow-up surveys to better define the
anomalous areas of the Mirador property. A total of 746 soil samples were
collected along ridges and 219 rock chips were taken from outcrops found in
drainages traversing the anomalous zones. This work, along with geological and
alteration mapping, defined the Mirador (previously known as Wawayme) zone and
the Chancho and Chancho Norte zones.
From 1994 through 1999, BHP Billiton spent approximately US$12 million on
exploration of the Corriente Copper Belt.
Geology and Mineralization
Ecuador can be divided into three regions: the Coastal Plain, the Andean
Cordillera and the Oriente or eastern Amazon basin. The Andean Cordillera
comprises two parallel sub-ranges: the Cordillera Real and the Western
Cordillera, which are separated by a high plateau, the Interandean Valley. The
Corriente Copper Belt is located in the southeast portion of the Cordillera
Real. Referred to as the sub-Andean zone, it straddles the border between
Ecuador and Peru.
The Cordillera Real comprises metamorphic rocks and intrusives, with ages
ranging from Precambrian to Cretaceous. Metamorphic rocks attain grades up to
greenschist and amphibolite facies.
During early Jurassic time, this area of Ecuador-Peru was the site of a basin
where calcareous and clastic sediments were deposited as well as tuffs and
lavas of andesitic to basaltic composition. At some stage during the Jurassic
period, three large batholiths were emplaced along a rough N-NE axis: from
north to south, the Rosa Florida along the Colombian border, the Abitagua, and
the Zamora, which borders Peru. These batholiths are interpreted to be part of
an island-arc sequence.
The Zamora Batholith is a composite, undeformed body of lower to mid Jurassic
age which has a north-south extent of roughly 200 kilometres and is up to 50
kilometres wide. Three ages of magmatism corresponding to the Jurassic,
Cretaceous, and Tertiary are thought to have occurred in the region of the
Zamora Batholith. The Zamora Batholith contains phases or coeval bodies which
vary in composition from hornblende quartz diorite and tonalite, to
granodiorite and monzogranite. Various subvolcanic bodies of andesite and
dacite are associated with the Zamora Batholith. The porphyry copper
mineralized systems are all hosted by intrusives, breccias and subvolcanic
bodies which intrude and are closely related in age to the Zamora Batholith. To
the west of the Batholith is the thrusted metamorphic belt of the Cordillera
Real, with contemporaneous volcanic and sedimentary rocks to the east.
The mineral deposits encountered in the Corriente Copper Belt display many of
the characteristics of calcalkaline type porphyry copper systems. Sulfides
occurring principally in the form of pyrite and chalcopyrite are widely
distributed in low concentrations through large volumes of rock. The porphyry
deposits in the Corriente Copper Belt appear to be of Middle Jurassic age. The
San Carlos deposit has been dated at 154 million years.
San Carlos and the other seven porphyry copper prospects identified in
southeast Ecuador are centered on multiphase monzogranite to granodiorite
porphyry stocks within the Zamora Batholith with associated K-silicate
12
alteration and principally chalcopyrite mineralization. Intermediate argillic
and less widespread sericitic alteration overprints the K-silicate alteration,
but does so erratically.
Exploration Activities
Corriente started work on the Corriente Copper Belt in December 1999 with
preparations to drill the first of the untested porphyry targets at Warintza.
Between January and April 2000, 2,378 metres were drilled at Warintza in a
series of 16 holes. Drill results from the Warintza project, released on May 2,
2000, confirmed the presence of a high-grade (>1% Copper) supergene blanket and
the local presence of high grade (>1% Copper) primary sulphide mineralization.
A number of holes had grades greater than 1% copper with a best intersection of
82 metres at 1.37% copper in hole 1. The secondary copper mineralization
appears to average approximately 40 metres thick and occurs at a depth
generally between 50 to 100 metres.
The company then moved on to scout drilling at the Mirador property. Between
May and August 2000, 5,654 metres were drilled in a series of 32 holes to test
the Mirador system. The best assay interval was in hole 35 with 263 metres of
0.98% copper equivalent. Mirador appears to be a conventional porphyry
copper-gold system with classic high-level alteration features such as abundant
silicification and brecciation.
In October and November 2000, Corriente drilled 17 holes totalling 5,262 metres
to test the Panantza project, located in the central part of the Corriente
Copper Belt, close to the San Carlos property. Interpretation indicates that
Panantza has a well-developed high-grade core (approximately 300 metres by 300
metres and extending below the deepest hole at 448 metres) surrounded by a much
larger area of intermediate-grade mineralization. Drill holes within the
high-grade core show relatively consistent strong copper numbers such as in
hole PA-12 with 300 metres of 1% copper equivalent and hole PA-17 which
intersected 64 metres of 1.31% copper equivalent followed by 384 metres of
0.83% copper equivalent. All of the holes drilled within the high-grade core
were stopped in mineralization because of depth limitations of the drilling
equipment and remain open at depth. Results from the exploration work
accomplished during 2001 clearly confirmed the change in status of the
Corriente Copper Belt from purely an exploration play to that of both
exploration and development. Over 12,000 metres of drilling were completed
during 2001 and two separate scoping studies analysed the economics of resource
development at the Panantza/San Carlos and Mirador projects.
The Ecuador work program during 2002 saw the completion of 10 holes totalling
2,738 metres of core on the Mirador target. Metallurgical testwork carried out
by an independent company was completed during the year using samples from the
Mirador, Panantza and Warintza deposits. The testwork established that the
copper mineralization responds well to conventional processing techniques with
excellent recoveries of copper and, in the case of Mirador, of gold as well.
Independent resource calculations for Panantza indicated an inferred resource
of 148 million tonnes of 0.82% copper and 0.1 g/t gold and, for Mirador, 182
million tonnes of 0.76% copper and 0.22 g/t gold. The drilling program at
Mirador established the general margins of the deposit and provided additional
evidence that the mineralization continues at depth beyond Corriente's deepest
drilling.
In 2003, Corriente completed work on a revised scoping study at Mirador which
analyzed the potential of reducing the size of the initial project from the
original 50,000 tonnes/day to 20,000 tonnes/day. Following on from the results
of this scoping study, in October 2003 the company awarded a feasibility study
for the Mirador Project to AMEC - see "Mineral Resource Development" below.
Pursuant to the AMEC Technical Services Agreement, the feasibility study
included a significant drilling campaign, which began in 2003 and was designed
to provide samples for additional metallurgical test-work, confirm resource
deposit estimates and provide essential geotechnical data on the Mirador
properties. During 2003, the Ecuador work program completed drilling on seven
holes totalling 2113 metres of core on the Mirador target. Such activities were
dependent upon the availability of cash resources and requirements of the BHP
Billiton joint venture agreements.
The company's 2004 exploration program completed drilling on 25, 9 and 10 holes
totalling 5812, 1207 and 1853 metres of core on the Mirador Norte, Panantza and
San Miguel targets, respectively. Results were received from drilling at the
Mirador Norte property, which is a copper deposit located approximately 3 km
north of the Mirador copper-gold project. Drilling result highlights include 31
metres of 1.15% copper and 99 metres of 0.98% copper (including 24 metres of
1.56% copper). The main focus of the drilling at Mirador Norte was to identify
13
higher grade, near surface zones, usually related to secondary enrichment of
copper. The high-grade zones could provide an opportunity to enhance the
economics of operations at the nearby Mirador project, which has been the
subject of several resource and feasibility studies.
As in recent years, all exploration drilling in 2005 was limited to the
company's Corriente Copper Belt resource properties. In 2005, 52 holes were
drilled, all on the Mirador property, totalling 11,935 metres.
Mineral Resources in Development
Mirador
A modified scoping study was completed in the first quarter of 2003 that
assessed the economics of a 20,000 tonnes/day milling operation, versus
previous studies that had looked at up to 50,000 tonnes/day options. In
mid-2003 it was decided to move directly to a feasibility study for Mirador.
Initial flow sheet development completed during the first quarter of 2003 on
metallurgical composites established that the mill flow sheet for Mirador will
be a conventional copper-gold porphyry circuit. This will use relatively coarse
primary SAG (semi-autogenous grinding) and ball mill grinding to 140 microns
followed by copper rougher flotation, concentrate regrind to 25 microns, and
cleaner flotation and dewatering. Mineralogy was studied by G&T Metallurgical
Services in Kamloops, British Columbia to support the grind parameter
selection.
Variability mapping test-work completed during the second quarter of 2003
confirmed that the ore is quite simple and responds well to the flow sheet and
simple reagent scheme selected. Over 45 variability samples were tested
mineralogically and metallurgically. Copper is hosted dominantly as primary
chalcopyrite, with minor amounts of secondary copper mineralization, occurring
mainly as a shallow zero to 20-metre thick chalcocite blanket overlying the
primary sulphide ore. Pyrite occurs widely throughout the deposit, but at
relatively low levels, and the pyrite to chalcopyrite ratio, at about 3:1, is
in the lowest quartile of the industry. The pyrite is also coarse, averaging 98
microns, resulting in a relatively clean concentrate with a 30% copper grade.
Additional minerals in the concentrate include predominantly quartz, feldspars
and micas (total 95%) with minor clay and carbonate (total 3%).
Grindability tests were conducted on intervals of core from individual drill
holes during the test programme. These included Bond Work Index tests, J-K drop
weight and SMC tests (an abbreviated form of JK test), and Minnovex SPI (SAG
Power Index) tests. All tests were conducted at Lakefield, except the latter,
which were conducted at Minnovex on samples provided by SGS Lakefield Research.
Tests indicated an average Bond ball mill work index of 14.5kWh/tonne, and rank
the ore hardness as average to moderately low relative to other copper porphyry
ores in Lakefield's industry database and with moderately low variability.
In late 2003 and early 2004, a total of about 3,000 kg of split diamond drill
core was collected from 20 drill holes and shipped to SGS Lakefield Research in
Lakefield, Ontario, for metallurgical testing. In addition, two whole-core
metallurgical holes were drilled and collected specifically for comminution
test work.
In October 2003, the company awarded a feasibility study for the Mirador
project to the internationally respected engineering firm AMEC Americas Limited
(AMEC). Pursuant to the AMEC Technical Services Agreement, the feasibility
study addressed geotechnical, infrastructure (including processing, site
development and support facilities), and financial analyses for the building of
a 20,000 tonnes/day mine and milling facility at the Mirador site. This initial
capacity target was later modified to 25,000 tonnes/day. Resource and reserve
calculations were also included. In order to have such a study completed, the
company entered into agreements with certain other drilling and technical
services companies. This feasibility study also included a significant drilling
campaign, which began in 2003 and was designed to provide samples for
additional metallurgical test-work, confirm resource deposit estimates and
provide essential geotechnical data on the Mirador properties.
While the study was expected to be completed in mid-2004, manpower and supplier
resource shortages beyond the company's control and optimization revisions
delayed completion to April 2005.
14
In August 2004, the company announced the results of independent metallurgical
studies managed by AMEC. The metallurgical test work was carried out by SGS
Lakefield Research Ltd. under the direction of AMEC staff. Lakefield also
provided samples to Minnovex and G&T Metallurgical Services to conduct
grindability test-work, and mineralogical and flotation quality control
test-work, respectively. The results were as follows:
o Concentrates produced are predicted to average 30% copper at a
recovery rate of 90%
o There are no deleterious elements in the concentrate
o The ore hardness is average to moderately low
o Detailed optimization of the concentrator flow sheet is expected to
raise design ore throughput by more than 10%
In September 2004, Corriente announced the results of an independent resource
estimate prepared by AMEC on the Mirador copper-gold porphyry project. The
supporting technical report for the resource estimate as required by National
Instrument 43-101 was filed by the company on SEDAR in October 2004
(www.sedar.com) and was incorporated by reference in the 2004 Annual
Information Form. The resource estimate was based on the completion of 90 drill
holes totalling 24,349 metres of core. The Mirador mineral resource has been
classified as Indicated and Inferred mineral resources and contains Hypogene
and Supergene mineralization. The resource estimate results are 310Million
tonnes at 0.65% Cu and 0.20 g/t Au of Indicated mineral resources and 315Mt at
0.56% Cu and 0.17g/t Au of Inferred mineral resources reported at a 0.40% Cu
cut-off. The table below shows higher cut-offs for comparison purposes. The
results are reported to a depth of 850 metres elevation, which is approximately
500 metres below surface. Indicated resources are available for inclusion in a
feasibility study. Inferred totals are additional resources that have the
potential to be added to the indicated category with further drilling. The
resource estimate was prepared in conformance with the requirements set out in
NI 43-101 by AMEC under the direction of Susan Lomas, P.Geo., an independent
qualified person as defined by NI 43-101.
---------------------------------------------------------------
Cu% Million Au
Cut-off Class tonnes Cu % (g/t)
0.40 Indicated 310 0.65 0.20
0.40 Inferred 315 0.56 0.17
0.50 Indicated 262 0.69 0.21
0.50 Inferred 216 0.62 0.18
0.60 Indicated 189 0.74 0.22
0.60 Inferred 94 0.71 0.20
0.65 Indicated 147 0.78 0.23
0.65 Inferred 58 0.77 0.22
0.70 Indicated 108 0.81 0.24
0.70 Inferred 40 0.79 0.23
---------------------------------------------------------------
Resource classifications conform to CIM standards on Mineral Resources and
Reserves referred to in National Instrument 43-101. Mineral resources that
are not reserves do not demonstrate economic viability. Measured and
Indicated Mineral Resources are that part of a mineral resource for which
quantity and grade can be estimated with a level of confidence sufficient
to allow the application of technical and economic parameters to support
mine planning and evaluation of the economic viability of the deposit. An
Inferred Mineral Resource is that part of a mineral resource for which
quantity and grade can be estimated on the basis of geological evidence
and limited sampling are reasonably assumed, but not verified.
Based on the positive results of AMEC's mineral resource estimation work and
the results of the metallurgical studies announced in August 2004, Corriente
moved ahead with an October 2004 technical review to analyze the economic
effect of higher milling throughputs for Mirador. This study analyzed the
company's Mirador project using four different throughput rates within a 22,000
- - 35,000 tonnes/day range and was based only on the indicated mineral resources
of the project as calculated by AMEC. Corriente chose to complete its initial
feasibility study at a daily throughput of 25,000 tonnes/day. Results from the
October 2004 technical analysis indicated a steadily increasing economic return
for the project as ore throughput is increased.
15
Feasibility Study
On April 14, 2005, the company announced the completion of its feasibility
study at the Mirador project which confirmed the economics of a 25,000
tonne/day open pit milling operation. The prime consultant for the study was
AMEC Americas Limited, who completed the resource estimation, the metallurgical
studies and the mine model. The tailings facility was designed by Knight
Piesold Ltd. and Merit Consultants International Inc. prepared the estimated
final capital cost. The Indicated Mineral Resources internal to the pit were
estimated to be 111 Million tonnes at an average grade of 0.67% copper and 0.22
g/t gold (with an average cut-off of 0.4% Cu). The feasibility study highlights
were:
o The project was forecast to annually produce approximately 128
Million pounds of copper, 32,000 ounces of gold and 395,000 ounces of
silver during the first five years of production
o The mine model indicated a 12 year mine life
o At a long term copper price of US$1.00/lb, the study indicated a
Pre-Tax Internal Rate of Return for the project of 15.5% and a Net
Present Value of US$78 Million
o The capital cost for the project was US$204 Million
The initial 25,000 tonnes/day development phase for the Mirador project is able
to support the infrastructure requirements of a large copper operation and
includes allowances for expansion in the future. For example, the tailings site
has up to three times the required storage capacity, meaning the operation can
expand significantly in size without needing to locate new tailings facilities.
The April 2005 Feasibility Study was made available in final report form on May
13, 2005 and is posted on www.sedar.com, as well as www.corriente.com.
Assumptions for the financial conclusions of the feasibility study included:
pricing of US$1.00/lb for copper, US$400/oz for gold, US$6.50/oz for silver,
and a discount rate of 8%. The estimated Indicated Mineral Resources included
in the mine plan total approximately 111 Million tonnes grading 0.67% Cu and
0.22 g/t Au (with an average cut-off of 0.4% Cu). Approximately 91 Million
tonnes of waste rock will be removed over the mine life, resulting in an
average strip ratio of about 0.8:1. The mine plan was based on a contract
mining company providing ore to a conventional copper concentrator at a rate of
25,000 tonnes/day (9.125 Million tonnes/a). All facilities were designed for
this throughput and operate on a continuous basis, 24 hours/day, 365
days/annum, subject to maintenance downtime. Average production was estimated
to be about 174,000 t/annum of copper concentrate over the mine life of 12 plus
years.
Optimization Study
In November 2005, Corriente announced the results of an ongoing optimization
study completed by Mine Development Associates (MDA) of Reno, Nevada for the
starter project at the Mirador copper-gold deposit in Ecuador. This study built
on the 25,000 tonnes per day base case feasibility study which was released in
April 2005. The main change in the new work was the incorporation of the
results of 52 new drill holes which were completed during the summer of 2005
and led to the calculation of a new resource model. The optimization work was
based on a Lerchs-Grossmann pit optimization completed by MDA and included a
measured and indicated resource of 346,968,000 tonnes at an average grade of
0.62% copper, 0.2 g/t gold and 1.6 g/t silver (with an average cut-off grade of
0.37% Cu). For the purposes of the optimization study, all of the elements of
the feasibility study completed in April 2005 were retained (except for reduced
pre-stripping associated with the new pit optimizations). Approximately 491
Million tonnes (Mt) of waste rock will be removed over the mine life, resulting
in an average strip ratio of about 1.4:1. The initial starter pit will have a
0.53:1 strip ratio containing 101.5 Mt of ore at 0.67% Cu, 0.21 g/t gold and
1.8 g/t silver. The mine plan was based on a contract mining company providing
ore to a conventional copper concentrator at a rate of 25,000 tonnes per day
(9,125 Million tonnes per annum).
The opportunity to increase investment returns with an expanded project
capacity is the object of an add-on optimization study to look at throughput
rates from 50,000 to 75,000 tonnes per day (or two to three times the size of
the base case). This follow-up study, which was designed to maximize
shareholder value for Mirador, was focused on converting a significant portion
16
of the current inferred mineral resources to indicated status so that they can
be included in the new study (Note: inferred resources are excluded from
feasibility study economic analyses).
Optimization Study Highlights
- -----------------------------
o The project is forecast to annually produce approximately 131 Million
pounds of copper, 32,000 ounces of gold and 398,000 ounces of silver,
during the first five years of production.
o The mine model indicates a 38 year mine life at a throughput of
25,000 tonnes per day.
o At a long-term copper price of US$1.10/lb, the study indicates a
Pre-Tax Internal Rate of Return (IRR) for the project of 22.6% and a
Net Present Value (NPV) of US$224 Million at an 8% discount rate. The
Investment Stability Agreement with the Government of Ecuador will
determine the final tax regime for the project, so after-tax numbers
are not being presented here.
o The capital cost for the project was revised to US$195 Million
(reflecting reduced pre-strip with the new mine plan).
Tabulation of the revised project resources at Mirador using a cut-off of
0.40%Cu is set out in the table below. This work was carried out by Mine
Development Associates (Reno, NV) under the direction of Steve Ristorcelli,
P.Geo., C.P.G., an independent Qualified Person as defined by NI 43-101. The
resource estimate is based on 142 drill holes totaling 36,284 metres of core.
Revised Mirador Resources
-----------------------------------------------------------------------------------------------------------
Cu Cut-off Grade of 0.40%
-----------------------------------------------------------------------------------------------------------
Class Tonnes Cu Cu (%) Au (oz) Au Ag (oz) Ag
(000's) lbs (000's) (g/t) (g/t)
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Measured 52,610 753,000 0.65 360,000 0.21 2,770,000 1.6
-----------------------------------------------------------------------------------------------------------
Indicated 385,060 5,134,000 0.60 2,380,000 0.19 18,760,000 1.5
-----------------------------------------------------------------------------------------------------------
Inferred 235,400 2,708,000 0.52 1,250,000 0.17 9,900,000 1.3
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Previous Resources from September 2004 Disclosure
-----------------------------------------------------------------------------------------------------------
Indicated 310,000 0.65 0.20
-----------------------------------------------------------------------------------------------------------
Inferred 315,000 0.56 0.17
-----------------------------------------------------------------------------------------------------------
Resource classifications conform to CIM standards on Mineral Resources and
Reserves referred to in National Instrument 43-101. Mineral resources that are
not reserves do not demonstrate economic viability. Measured and Indicated
Mineral Resources are that part of a mineral resource for which quantity and
grade can be estimated with a level of confidence sufficient to allow the
application of technical and economic parameters to support mine planning and
evaluation of the economic viability of the deposit. An Inferred Mineral
Resource is that part of a mineral resource for which quantity and grade can be
estimated on the basis of geological evidence and limited sampling that can be
reasonably assumed, but not verified.
As an indication of the growth potential of the project, the company prepared
an internal cash flow projection for an overall mine plan that allows for an
expansion to a capacity of 50,000 tonnes per day with construction underway in
year five. This expansion would require a twinning of the concentrator, use the
same infrastructure layout, and the same pit model and geological resources
used in the starter project feasibility study. This overall mine plan is
projected to generate a 24% pre-tax IRR and an NPV of $US 349 Million at an 8%
discount rate using a copper price of $US 1.10/lb. The capital cost of the
expansion is estimated to be approximately $US 100 million. Costing for the
expansion cash flow was done by factoring and the results will be amended in
the next few months as the proposed costs will undergo a detailed engineering
review.
With the upgrade in Mirador's measured and indicated resources, the economics
of the 25,000 tonnes per day base case have improved and provide reasonable
justification to expand the Mirador project to 50,000 tonnes per day. At this
milling rate, Mirador mine would have with a 20 year mine life. With the
results of the optimization study showing a robust project, Corriente is
continuing to move forward with development of the 25,000 tonnes per day
starter project at Mirador.
17
Selection of financing options for the project is planned during the first half
of 2006 and issuance of the Mining Permit is targeted for the second quarter
following approval of the Environmental Impact Assessment ("EIA"), which was
filed with the Ministry of Energy and Mines for Ecuador ("the Ministry") in
December 2005.
Environmental Impact Assessment
The EIA covered both the environmental aspects of proposed mining operations in
Mirador and community and social plans associated with the same project. During
the lengthy preparation of the EIA, the company worked closely with the
Ministry to help ensure that the report met all required government guidelines
and regulations. The Mirador EIA is expected to be one of the most
comprehensive documents on social and environmental issues ever submitted to
the Mines Ministry in Ecuador. The submission followed an extensive consultation
process with the local communities that was carried out in late November and
early December 2005. Approval of the EIA is expected in the first half of 2006.
The company has adopted a written Health, Safety, Environment and Community
Policy, which sets out the steps it will take to show responsible environmental
stewardship and to contribute to an enhanced standard of living and improved
health and safety in the communities in which it operates through the
development of natural resources. The company has all material permits required
for its present operations, and is in the process of identifying and making
application for the permits it will require in the future, as it nears the
commencement of mining operations.
Mirador Power Solution
In March 2004, the company entered into an agreement with Hidrelgen, S.A., an
associated company of Caminosca Caminos y Canales C. Limitada, to develop,
construct, and operate a 30 megawatt run-of-river hydroelectric generation
facility on the Sabanilla River (Sabanilla Power Project, or "SPP"), to supply
power to Corriente's planned Mirador copper mine. Market conditions for bank
financing of power projects did not allow the company to meet the deadline for
financing of the Sabanilla project, with the result that the agreement lapsed in
2005. Accordingly, deferred power project costs of $2,739,111 associated with
the Sabanilla project have been written off by the company at December 31, 2005.
In March 2006, the company announced that it has entered into a letter of intent
with Hidroabanico S.A. to supply the power needs of the Mirador project.
In the first quarter of 2006, the company signed a letter of intent with
Hidroabanico S.A. to supply the 28.5 megawatt power needs of Mirador's proposed
mining operations. The terms outlined in the letter of intent propose a 10 year
power purchase agreement with a proposed rate of $0.05/kWh. The Hidroabanico
facility has already been completed to a 15 megawatt stage and an expansion is
underway to the final size of 37.5 megawatts, with completion slated for
December 2006. The Hidroabanico facility is a run-of-river design and provides
"green" energy that qualifies for the carbon credit program. The energy will be
delivered through a dedicated line to the mine, which will cost in the order of
$US10 million to construct and will be included in the capital cost estimate for
Mirador. Hidroabanico will have the first right of opportunity to provide energy
needs for the planned expansion to 50,000 tonnes per day at Mirador. A due
diligence review is underway at the site during the first half of 2006, which
will be followed by final negotiation of the power purchase agreement.
Overall, the company's Mirador mine is a starter project, which is planned as
the platform for later expansions at Mirador and development of MIrador Norte,
Panantza-San Carlos and other copper projects in the Corriente Copper Belt
district.
18
Following below is a 3D representation of the company's current view of the
Mirador mine site when it is completed for the planned Stage 1 or 25,000 tonnes
per day capacity. For Stage 2 or 50,000 tonnes per day capacity, additional
tailings management facilities and access would be required.
[GRAPHIC OMITTED]
Updated Technical Report
In December 2005, the company engaged Mine Development Associates to prepare a
technical report in compliance with National Instrument 43-101 to update the
technical disclosure on the Mirador project by incorporating the additional
drill results obtained in the summer of 2005 and other information obtained
through further work on the property. A copy of MDA's report dated January 31,
2006 and entitled "Technical Report Update on the Copper, Gold and Silver
Resource and Pit Optimizations - Mirador Project, Ecuador" is available on SEDAR
at www.sedar.com.
RISK FACTORS
Companies operating in the mining industry face many and varied kinds of risks.
While risk management cannot eliminate the impact of all potential risks, the
company strives to manage such risks to the extent possible and practical.
Following are the risk factors which the company's management believes are most
important in the context of the company's business. It should be noted that
this list is not exhaustive and that other risk factors may apply. An
investment in the company may not be suitable for all investors.
Foreign Country and Political Risk
The resource properties on which the company is actively pursuing its
exploration and development activities are all located in Ecuador, South
America. As a result, the company is subject to certain risks, including
currency fluctuations and possible political or economic instability in
Ecuador, which may result in the impairment or loss of mineral concessions or
other mineral rights, and mineral exploration and mining activities may be
affected in varying degrees by political instability and government regulations
relating to the mining industry. Any changes in regulations or shifts in
political attitudes are beyond the control of the company and may adversely
affect its business. Exploration may be affected in varying degrees by
government regulations with respect to restrictions on future exploitation and
production, price controls, export controls, foreign exchange controls, income
taxes, expropriation of property, environmental legislation and mine and/or
site safety. While the political climate is considered by the company to be
stable, there can be no assurances that this will continue indefinitely. To
alleviate such risk, the company funds its Ecuador operations on an as-needed
basis and is pursuing local joint venture partners. The company does not
presently maintain political risk insurance for its foreign exploration
projects.
19
Exploration and Mining Risks
The business of exploring for minerals and mining involves a high degree of
risk. Due in some cases to factors that cannot be foreseen, only a small
proportion of the properties that are explored are ultimately developed into
producing mines. At present, none of the company's properties have proven or
probable reserves and the proposed programs are an exploratory search for
proven or probable reserves. The mining areas presently being assessed by the
company may not contain economically recoverable volumes of minerals or metals.
The operations of the company may be disrupted by a variety of risks and
hazards which are beyond the control of the company, including labour
disruptions, the inability to obtain suitable or adequate machinery, equipment
or labour and other risks involved in the conduct of exploration programs. Once
economically recoverable volumes of minerals are found, substantial
expenditures are required to establish reserves through drilling, to develop
metallurgical processes, to develop the mining and processing facilities and
infrastructure at any site chosen for mining. Although substantial benefits may
be derived from the discovery of a major mineralized deposit, no assurance can
be given that minerals will be discovered in sufficient quantities or having
sufficient grade to justify commercial operations or that funds required for
development can be obtained on a timely basis. The economics of developing
copper, gold and other mineral properties is affected by many factors including
the cost of operations, variations of the grade of ore mined, fluctuations in
the price of minerals produced, costs of processing equipment and such other
factors as government regulations, including regulations relating to
environmental protection. In addition, the grade of mineralization ultimately
mined may differ from that indicated by drilling results and such differences
could be material. Depending on the price of copper or other minerals produced,
which have fluctuated widely in the past, the company may determine that it is
impractical to commence or continue commercial production.
Financing Risks
The company has limited financial resources, has no source of operating cash
flow and has no assurance that additional funding will be available to it for
further exploration and development of its projects. Further exploration and
development of one or more of the company's properties will be dependent upon
the company's ability to obtain financing through joint venturing, equity or
debt financing or other means, and although the company has been successful in
the past in obtaining financing through the sale of equity securities, there
can be no assurance that the company will be able to obtain adequate financing
in the future or that the terms of such financing will be favourable. Failure
to obtain such additional financing could result in delay or indefinite
postponement of further exploration and development of its projects.
Limited Experience with Development-Stage Mining Operations
The company has no previous experience in placing resource properties into
production and its ability to do so will be dependent upon using the services
of appropriately experienced personnel or entering into agreements with other
major resource companies that can provide such expertise. There can be no
assurance that the company will have available to it the necessary expertise
when and if it places its resource properties into production.
Estimates of Mineral Resources and Production Risks
The Mineral Resource estimates included in this document are estimates only,
and no assurance can be given that any proven or probable reserves will be
discovered or that any particular level of recovery of minerals will in fact be
realized or that an identified reserve or resource will ever qualify as a
commercially mineable (or viable) deposit which can be legally and economically
exploited. In addition, the grade of mineralization which may ultimately be
mined may differ from that indicated by drilling results and such differences
could be material. Production can be affected by such factors as permitting
regulations and requirements, weather, environmental factors, unforeseen
technical difficulties, unusual or unexpected geological formations and work
interruptions. The estimated Mineral Resources described in this document
should not be interpreted as assurances of commercial viability or potential or
of the profitability of any future operations.
20
Base Metals Prices
The principal activity of the company is the exploration and development of
copper-gold resource properties. The mineral exploration and development
industry in general is intensely competitive and there is no assurance that,
even if commercial quantities of proven and probable reserves are discovered, a
profitable market may exist for the sale of the same. Factors beyond the
control of the company may affect the marketability of any substances
discovered. Mineral prices have fluctuated widely, particularly in recent
years. The feasible development of such properties is highly dependent upon the
price of copper and, to a lesser extent, gold. A sustained and substantial
decline in commodity copper prices could result in the write-down, termination
of exploration and development work or loss of its interests in identified
resource properties.
Competition
The company competes with many companies that have substantially greater
financial and technical resources than the company for the acquisition of
mineral properties as well as for the recruitment and retention of qualified
employees.
Environmental and other Regulatory Requirements
The activities of the company are subject to environmental regulations
promulgated by government agencies from time to time. Environmental legislation
generally provides for restrictions and prohibitions on spills, releases or
emissions of various substances produced in association with certain mining
industry operations, such as seepage from tailings disposal areas, which would
result in environmental pollution. A breach of such legislation may result in
imposition of fines and penalties. In addition, certain types of operations
require the submission and approval of environmental impact assessments.
Environmental legislation is evolving in a manner which means stricter
standards, and enforcement, fines and penalties for non-compliance are more
stringent. Environmental assessments of proposed projects carry a heightened
degree of responsibility for companies and directors, officers and employees.
The cost of compliance with changes in governmental regulations has a potential
to reduce the profitability of operations.
Companies engaged in exploration activities generally experience increased
costs and delays as a result of the need to comply with applicable laws,
regulations and permits. There can be no assurance that all permits which the
company may require for exploration and development of its properties will be
obtainable on reasonable terms or on a timely basis, or that such laws and
regulations would not have an adverse effect on any project that the company
may undertake. The company believes it is in substantial compliance with all
material laws and regulations which currently apply to its activities. However,
there may be unforeseen environmental liabilities resulting from exploration
and/or mining activities and these may be costly to remedy.
Failure to comply with applicable laws, regulations, and permitting
requirements may result in enforcement actions thereunder, including orders
issued by regulatory or judicial authorities causing operations to cease or be
curtailed, and may include corrective measures requiring capital expenditures,
installation of additional equipment, or remedial actions. Parties engaged in
exploration operations may be required to compensate those suffering loss or
damage by reason of the exploration activities and may have civil or criminal
fines or penalties imposed for violations of applicable laws or regulations
and, in particular, environmental laws.
Amendments to current laws, regulations and permits governing operations and
activities of exploration companies, or more stringent implementation thereof,
could have a material adverse impact on the company and cause increases in
expenditures and costs or require abandonment or delays in developing new
mining properties.
Title Matters
Title to and the area of mining concessions may be disputed. Although the
company has taken steps to verify the title to mineral properties in which it
has an interest, in accordance with industry standards for the current stage of
exploration of such properties, these procedures do not guarantee the company's
21
title. Property title may be subject to unregistered prior agreements or
transfers and title may be affected by undetected defects.
Repatriation of Earnings
Currently there are no restrictions on the repatriation from Ecuador of
earnings to foreign entities. However, there can be no assurance that
restrictions on repatriation of earnings from Ecuador will not be imposed in
the future.
Dependence On Key Personnel
The company's development to date has largely depended and in the future will
continue to depend on the efforts of key management. Loss of any of these
people could have a material adverse effect on the company and its business.
The company has not obtained and does not intend to obtain key-person insurance
in respect of any directors or other employees.
Share Price Fluctuations
In recent years, the securities markets have experienced a high level of price
and volume volatility, and the market price of securities of many companies,
particularly those considered development-stage companies such as the company,
have experienced wide fluctuations in price which have not necessarily been
related to the underlying asset values or prospects of such companies. Price
fluctuations will continue to occur in the future.
No Dividends
Investors cannot expect to receive a dividend on their investment in the
company in the foreseeable future, if ever. Investors should not expect to
receive any return on their investment in the company's securities other than
possible capital gains.
DIVIDENDS
The company has not paid any dividends on its common shares since its
incorporation. The company has no present intention of paying dividends on its
common shares, as it anticipates that all available funds will be invested to
finance the growth of its business.
CAPITAL STRUCTURE
The company's authorized capital consists of 100,000,000 common shares without
par value. Each holder of common shares is entitled to receive notice of and to
attend any meetings of the shareholders of the company and is entitled to one
vote in respect of each common share held at such time. Each holder of common
shares is entitled to receive dividends, if any, as and when declared by our
Board of Directors. Holders of common shares are entitled to participate
equally in any distribution of our net assets upon liquidation, dissolution or
winding-up. There are no pre-emptive, retraction, surrender, redemption,
repurchase for cancellation or conversion rights attaching to the common
shares.
22
MARKETS FOR SECURITIES
The company's common shares are listed and posted for trading on the Toronto
Stock Exchange and on the Frankfurt, Munich and Berlin stock exchanges in
Germany under the symbol CTQ. The WKN number is 871 464 and the ISIN number is
CA22027E1025.
The Toronto Stock Exchange reported the following price ranges and volumes
traded in respect of the company's shares in each month of the fiscal year
ended December 31, 2005:
==============================================================================
Month High Low Volume
January 2005 $2.88 $2.24 2,207,195
February 2005 $2.90 $2.02 2,496,077
March 2005 $3.05 $2.21 4,407,553
April 2005 $2.85 $1.30 4,933,244
May 2005 $2.20 $1.41 3,488,931
June 2005 $2.35 $1.85 466,555
July 2005 $2.50 $1.90 824,104
August 2005 $2.80 $2.39 1,146,959
September 2005 $3.93 $2.68 2,829,049
October 2005 $4.18 $3.50 2,622,787
November 2005 $4.50 $3.80 2,780,695
December 2005 $4.58 $3.94 4,464,183
==============================================================================
23
DIRECTORS AND OFFICERS
The names and municipalities of residence, offices held with the company and
principal occupations of the directors and officers of the company, as of the
date of this Annual Information Form, are as follows:
Listing of Directors and Officers
Name, Municipality of Residence Principal Occupation
and Position with the company Director Since During Previous Five Years
- ------------------------------- -------------- --------------------------
KENNETH R. SHANNON January 8, 1992 Chairman and Chief Executive Officer of the
Surrey, British Columbia company; exploration and mining consultant
Chairman, Chief Executive Officer
and Director
THOMAS E. MILNER N/A President of the company since September 2005;
Williams Lake, British Columbia Chief Operating Officer and Director of Taseko
President Mines Ltd.
DANIEL A. CARRIERE N/A Senior Vice-President of the company, January
Vancouver, British Columbia 2004 to present; President, Carriere Financial
Senior Vice-President Services (private consulting company), 1990 to
December 2003
RONALD SIMKUS N/A Senior Vice-President, Mining of the company,
Kamloops, British Columbia February 2004 to present; President & CEO,
Senior Vice-President, Mining Compania Minera Antamina, Lima, Peru, June 2001
to July 2003, previously Vice-President,
Operations, Compania Minera Antamina, May 2001 to
June 2001; President and General Manager,
Highland Valley Copper, Logan Lake, British
Columbia, 1999 to 2001
DARRYL F. JONES N/A Corporate Secretary and Chief Financial Officer
Surrey, British Columbia of the company, January 2004 to present;
Corporate Secretary and Chief Financial President, Excape, Inc. (private U.S. holding
Officer company), August 2002 to December 2004;
Vice-President Finance & CFO, Excape, Inc., March
1999 to July 2002
RICHARD P. CLARK(1)(2)(3) July 30, 1996 President, Red Back Mining Inc., June 2000 to
North Vancouver, British Columbia present
Director
DAVID G. UNRUH((1))((3)) January 4, 2006 Non-executive Vice Chair of both Westcoast Energy
West Vancouver, British Columbia Inc. and Union Gas Limited, April 2003 to June
Director 2005; Senior Vice President and General Counsel,
Duke Energy Gas Transmission Corporation, March
2002 to April 2003; Senior Vice President, Law
and Corporate Secretary, Westcoast Energy Inc.,
1993 to March 2002
24
Name, Municipality of Residence Principal Occupation
and Position with the company Director Since During Previous Five Years
- ------------------------------- -------------- --------------------------
LEONARD HARRIS(1*)(2)(3) July 7, 1995 Mining industry consultant
Littleton, Colorado
Director
ANTHONY F. HOLLER (2*) (3*) September 10, 2003 Chief Executive Officer and Director of ID
Vancouver, British Columbia Biomedical Corporation
Director
G. ROSS MCDONALD(1)((2)) January 7, 2004 Chartered accountant, former Chief Financial
North Vancouver, British Columbia Officer of the company
Director
(1) Members of the Audit Committee.
(2) Members of the Compensation Committee.
(3) Members of the Corporate Governance Committee.
* Committee Chairman.
All of the above directors stand for election at each annual general meeting of
the company. The present term of office of each of the directors will expire at
the company's annual general meeting in May 2006.
Shareholdings of Directors and Officers
To the knowledge of the company, as of the date hereof, all directors and
senior officers of the company, as a group, beneficially own, directly or
indirectly, or exercise control or direction over 6,771,641 common shares, or
approximately 12.4% of the company's issued and outstanding shares.
Corporate Cease Trade Orders or Bankruptcies
To the knowledge of the company, no director or officer of the company or
shareholder holding a sufficient number or securities of the company to affect
materially the control of the company is, or within the 10 years prior to the
date hereof has been, a director or officer of any other issuer that, while
that person was acting in that capacity: (i) was the subject of a cease trade
order or similar order, or an order that denied the other issuer access to any
exemptions under Canadian securities legislation, for a period of more than 30
consecutive days, (ii) became bankrupt, made a proposal under any legislation
relating to bankruptcy or insolvency or was subject to or instituted any
proceedings, arrangement or compromise with creditors or had a receiver,
receiver manager or trustee appointed to hold its assets.
Penalties or Sanctions
To the knowledge of the company, no director or officer of the company or
shareholder holding a sufficient number or securities of the company to affect
materially the control of the company has been subject to any penalties or
sanctions imposed by a court relating to Canadian securities legislation or by
a Canadian securities regulatory authority or has entered into a settlement
agreement with a Canadian securities authority, or has had any other penalties
or sanctions imposed by a court or regulatory body that would likely be
considered important to a reasonable investor in making an investment decision.
Personal Bankruptcies
To the knowledge of the company, no director or officer of the company or
shareholder holding a sufficient number or securities of the company to affect
materially the control of the company, or a personal holding company of any
such person, has, during the 10 years prior to the date hereof, become
bankrupt, made a proposal under any legislation relating to a bankruptcy or
insolvency, or was subject to or instituted any proceedings, arrangement or
compromise with creditors, or had a receiver, receiver manager or trustee
appointed to hold such person's assets.
25
AUDIT COMMITTEE INFORMATION
Charter of the Audit Committee
The mandate of Corriente's audit committee is attached as Schedule A to this
Annual Information Form.
Composition of the Audit Committee
The audit committee presently consists of Richard Clark, Leonard Harris and
David Unruh.
The board of directors of FPGP has determined, in accordance with Multilateral
Instrument 52-110 - Audit Committees of the Canadian Securities Administrators
("MI 52-110"), that each member of the audit committee is both financially
literate and independent.
Relevant Education and Experience
The education and experience of each member of the audit committee that is
relevant to the performance of his responsibilities as an audit committee member
is described below:
Richard Clark Mr. Clark is the President and Chief Executive Officer of
Red Back Mining Inc., the shares of which are listed on the
Toronto Stock Exchange. He earned a Bachelor of Arts degree
and a Bachelor of Laws degree from the University of British
Columbia and practiced mining and securities law in
Vancouver from 1987 to 1993 before leaving the practice of
law to become actively involved in the management of mineral
exploration and development companies.
Leonard Harris Mr. Harris is a consultant to the mining industry. He
received his Diploma in Metallurgy from Mount Morgan
Technical College in 1949, and has over 45 years of industry
operating experience, a significant part of which has been
in South America. Mr. Harris spent 16 years with Cerro de
Pasco Corporation before joining the Newmont Mining
Corporation, where he served as President and General
Manager of Newmont Peru Limited, Vice-President and General
Manager of Newmont Latin America, and General Manager of the
highly successful Minera Yanacocha gold mine in Peru. Mr.
Harris retired from the Newmont organization in 1995 and
began his current consulting career, which included a period
with Behre Dolbear & Co.
David Unruh Mr. Unruh attained his B.A. in 1966 and his LLB in 1970 from
the University of Manitoba. In 1979, he was awarded an
honorary Certified General Accountant degree. Mr. Unruh
joined Westcoast Energy Inc. as Senior Vice President, Law
and Corporate Secretary in 1993 and continued in that role
until March 14, 2002. From March 15, 2002 until his
retirement on April 1, 2003, he was Senior Vice President
and General Counsel for Duke Energy Gas Transmission's North
American operations following which from April 1, 2003 to
June 30, 2005 he became a non-executive Vice Chair of both
Westcoast Energy Inc. and Union Gas Limited. David Unruh is
a Director of Westcoast Energy Inc. and Union Gas Limited,
both Duke Energy companies. Mr. Unruh is also a director of
Export Development Canada, Ontario Power Generation Inc.,
Pacific Northern Gas Ltd., RAV Project Management Ltd., The
Wawanesa Mutual Insurance Company, The Wawanesa Life
Insurance Company and The Wawanesa General Insurance
Company.
Pre-Approval Policies and Procedures
The audit committee must pre-approve all non-audit services to be provided to
Corriente by its external auditors. The audit committee may delegate that
authority to any member of the committee, provided that a report on any such
pre-approval is made to the committee at its next scheduled meeting.
26
External Auditor Service Fees
The following table sets forth, by category, the fees billed by
PricewaterhouseCoopers LLP, Corriente's auditors, for the years ended December
31, 2005 and 2004:
Fee Category Fees Paid
2005 2004
---- ----
Audit fees (1) $ 38,994 $ 32,089
Audit-related fees ((2)) 89,788 -
Tax fees ((3)) - -
All other fees ((4)) 980 -
----------------------------------------------
Total $ 129,762 $ 32,089
==============================================
(1) The aggregate fees billed by Pricewaterhouse Coopers LLP, the Registrant's
Independent Registered Chartered Accountant, for the fiscal years ended December
31, 2004 and 2005 for professional services rendered by Pricewaterhouse Coopers
LLP for the audit of the Registrant's annual financial statements or services
that are normally provided by Pricewaterhouse Coopers LLP in connection with
statutory and regulatory filings or engagements for such years were Cdn$32,089
and Cdn$38,994, respectively.
(2) The aggregate fees billed by Pricewaterhouse Coopers LLP for the fiscal
years ended December 31, 2004 and 2005 for assurance and related services
rendered by it that are reasonably related to the performance of the audit or
review of the Registrant's financial statements and are not reported above as
audit fees were Cdn$Nil and Cdn$89,788, respectively. Professional services
provided in 2005 included review services and issue of comfort letters relating
to the short-form prospectus, meeting and discussion regarding US registration
and review of interim financial statements for both the short-form prospectus
and US registration.
(3) The aggregate fees billed by Pricewaterhouse Coopers
LLP for the fiscal years ended December 31, 2004 and 2005 for professional
services rendered by it for tax compliance, tax advice, tax planning and other
services were Cdn$Nil and Cdn$Nil, respectively. No tax services were provided
during 2004 and 2005.
(4) The aggregate fees billed by Pricewaterhouse Coopers
LLP for the fiscal years ended December 31, 2004 and 2005 for products and
services provided by Pricewaterhouse Coopers LLP, other than the services
reported in the preceding three paragraphs, were Cdn$Nil and Cdn$980,
respectively. Other products and services provided included discussion on
various corporate matters.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Units is Computershare Trust Company
of Canada at its principal offices in Vancouver, British Columbia and Toronto,
Ontario.
MATERIAL CONTRACTS
There are no contracts that may be considered material to the company, other
than contracts entered into in the ordinary course of business, that have been
entered into by the company in the past fiscal year or that have been entered
into by the company in a previous fiscal year and are still in effect.
INTERESTS OF EXPERTS
The company's consolidated financial statements for the fiscal year ended
December 31, 2005 have been audited by PricewaterhouseCoopers LLP, Chartered
Accountants, of Vancouver, British Columbia.
ADDITIONAL INFORMATION
Additional information, including directors' and officers' remuneration and
indebtedness, principal holders of the company's securities, securities
authorized for issuance under equity compensation plans and interests of
27
insiders in material transactions, if applicable, is contained in the company's
information circular in connection with the company's upcoming annual general
meeting to be held May 25, 2006, a copy of which will be filed on SEDAR at
www.sedar.com in April 2006.
Additional financial information is available in the company's audited
financial statements and accompanying management's discussion and analysis for
the fiscal year ended December 31, 2005, a copy of which has been filed on
SEDAR at www.sedar.com. For copies of documents, please contact the company at
520 - 800 West Pender Street, Vancouver, British Columbia, V6C 2V6, telephone
(604) 687-0449, fax (604) 687-0827.
28
SCHEDULE A
AUDIT COMMITTEE MANDATE
The Board has established an Audit Committee (the "Committee") to assist the
Board in fulfilling its oversight responsibilities regarding the integrity of
the Company's accounting, financial reporting, internal controls, disclosure
controls, and legal and regulatory compliance.
1. Membership
1.1 The Committee will have a minimum of three members, including the Chair
of the Committee. The Board will appoint and remove the members of the
Committee by a majority vote. The members will sit on the Committee at
the pleasure of the Board.
1.2 The Board will appoint the Chair of the Committee from the Committee's
members by a majority vote. The Chair of the Committee will hold such
position at the pleasure of the Board.
1.3 Each member of the Committee will be a director of the Company who has
been determined by the Board:
(a) to be independent of management and of any direct or indirect
material business or other relationship with the Company that
could interfere with his or her exercise of independent
judgment or his or her ability to act in the best interests of
the Company; and
(b) to satisfy all the tests for independence (or available
exemptions) under applicable laws and rules binding on the
Company from time to time, including the applicable rules of
any stock exchange on which the Company's shares are listed.
1.4 All members of the Committee will be financially literate, meaning that
each of them will have the ability to read and understand fundamental
financial statements, including a balance sheet, income statement and
cash flow statement, that present a breadth and level of complexity of
accounting issues that are generally comparable to the breadth and
complexity of the issues that could reasonably be expected to be raised
by the Company's financial statements.
1.5 Notwithstanding section 1.4, a director who is not financially literate
may be appointed to the Committee provided that he or she becomes
financially literate within a reasonable period of time following his
or her appointment.
1.6 At least one member of the Committee shall be an "audit committee
financial expert" within the meaning of applicable rules of the
Securities and Exchange Commission.
2. Meeting
2.1 The Committee will meet at least once each quarter and otherwise as
necessary. Any member of the Committee may call meetings of the
Committee.
2.2 All directors of the Company, including management directors, may
attend meetings of the Committee, provided that no director may vote at
such meetings or be counted as part of the quorum if he or she is not a
member of the Committee.
2.3 Notwithstanding section 2.2, the Committee will, as part of each
regularly scheduled meeting or as deemed appropriate by the Committee,
hold an in-camera session with the external auditors without management
or management directors present. The Committee may hold other in-camera
sessions with such members of management present as the Committee deems
appropriate.
29
2.4 The Corporate Secretary or his or her nominee will act as Secretary to
the Committee, and will keep minutes of all meetings of the Committee,
including all resolutions passed by the Committee.
2.5 The Committee will report to the Board on its meetings and each member
of the Board will have access to the minutes of the Committee's
meetings.
2.6 The Chair of the Committee will ensure that the external auditors of
the Company receive notice of every meeting of the Committee. The
external auditors may request that a meeting of the Committee be called
by notifying the Chair of the Committee of such request.
2.7 The quorum necessary for the transaction of business at Committee
meetings will be a majority of the members of the Committee. A quorum,
once established, is maintained even if members of the Committee leave
the meeting prior to its conclusion.
3. Duties
The Board hereby delegates to the Committee the following duties to be performed
by the Committee on behalf of and for the Board:
Financial Reporting
3.1 Prior to public disclosure, the Committee will review and recommend to
the Board for approval:
(a) the annual audited consolidated financial statements of the
Company and accompanying management's discussion and analysis;
(b) the interim unaudited consolidated financial statements of the
Company and accompanying management's discussion and analysis;
(c) earnings press releases and earnings guidance, if any;
(d) the Company's Annual Information Form and Annual Report on
Form 20-F or 40-F;
(e) any management circular issued by the Company; and
(f) any prospectus or registration statement filed by the Company.
3.2 In its review of the financial statements, the Committee will focus on:
(a) the quality and appropriateness of accounting and reporting
practices and principles and any changes thereto;
(b) major estimates or judgments, including alternative treatments
of financial information discussed by management and the
external auditors, the results of such discussions and the
treatments preferred by the external auditors;
(c) material financial risks;
(d) material transactions;
(e) material adjustments;
(f) material compliance with loan agreements;
(g) material off-balance sheet transactions and structures;
(h) related-party transactions;
(i) compliance with accounting standards;
30
(j) compliance with legal and regulatory requirements; and
(k) disagreements with management.
3.3 The Committee will satisfy itself that adequate procedures are in place
for the review of the Company's public disclosure of financial
information extracted or derived from the Company's financial
statements, other than the public disclosure referred to in section 0,
and will periodically assess the adequacy of those procedures.
External Auditors
3.4 The external auditors will report directly to the Committee. The
Committee will:
(a) select the external auditors to be recommended to shareholders
for approval, for the purpose of preparing or issuing an
auditor's report or performing other audit, review or attest
services for the Company and approve all audit engagement fees
and terms, taking care to ensure that in the opinion of the
Committee, the audit fees charged by the external auditors
with respect to the audit are appropriate in relation to the
work required to support an audit opinion, without regard to
fees that are paid or payable or might be paid to the external
auditors for other services;
(b) oversee the work of the external auditors and review and
approve the annual audit plan of the external auditors,
including the scope of the audit to be performed. The
Committee will discuss with the external auditors and
management the adequacy and effectiveness of the disclosure
controls and internal controls of the Company and elicit
recommendations for the improvement of such controls or
particular areas where new or more detailed controls or
procedures are desirable. Particular emphasis will be given to
the adequacy of internal controls to prevent or detect any
payments, transactions or procedures that might be deemed
illegal or otherwise improper;
(c) meet regularly with the external auditors without management
present and ask the external auditors to report any
significant disagreements with management regarding financial
reporting, the resolution of such disagreements and any
restrictions imposed by management on the scope and extent of
the audit examinations conducted by the external auditors;
(d) pre-approve all audit, audit-related and permitted non-audit
services to be provided to the Company or any of its
subsidiaries by the external auditors, in accordance with
applicable securities laws;
(e) annually review the qualifications, expertise and resources
and the overall performance of the external audit team and, if
necessary, terminate the external auditors or cause the
rotation of the audit partner in charge of the engagement;
(f) at least annually, obtain and review a report by the external
auditors describing the audit firm's internal quality-control
procedures, any material issues raised by the most recent
internal quality control review or peer review of the firm, or
by any inquiry or investigation by governmental or
professional authorities within the preceding five years
respecting one or more independent audits carried out by the
firm and any steps taken to deal with such issues, and all
relationships between the external auditors and the Company;
(g) annually assess and confirm the independence of the external
auditors and require the external auditors to deliver a report
to the Committee regarding its independence, such report to
include disclosure regarding all engagements (and fees related
thereto) by the Company and relationships which may affect the
objectivity or independence of the external auditors;
(h) actively engage in a dialogue with the external auditors with
respect to any disclosed relationships or services that may
impact the objectivity and independence of the external
31
auditor and for taking appropriate action for overseeing the
independence of the external auditor;
(i) review post-audit management letters containing
recommendations of the external auditors, and management's
response to such letters;
(j) review reports of the external auditors; and
(k) pre-approve the hiring of employees and former employees of
current and former auditors.
Notwithstanding section 3.4(d) above, the Committee may delegate the
pre-approval of audit, audit-related and non-audit services to any one member of
the Committee, provided that a report on any such pre-approval is made to the
Committee at the Committee's first scheduled meeting following the pre-approval.
Whistleblower, Ethics and Internal Controls Complaint Procedures
3.5 The Committee will ensure that the Company has in place adequate
procedures for:
(a) the receipt, retention and treatment of complaints received by
the Company regarding accounting, internal accounting
controls, or auditing matters; and
(b) the confidential, anonymous submission by employees of the
Company of concerns regarding questionable accounting or
auditing matters.
Accounting and Financial Management
3.6 The Committee will review:
(a) with management and the external auditors, the Company's
significant accounting policies and practices, including any
changes from preceding years and any proposed changes for
future years;
(b) with management and the external auditors, emerging accounting
issues and their potential impact on the Company's financial
reporting;
(c) significant judgments, assumptions and estimates made by
management in preparing financial statements;
(d) the evaluation by management of the adequacy and effectiveness
of the Company's disclosure controls and internal controls for
financial reporting;
(e) the evaluation by the external auditors of management's
internal control systems, management's responses to any
identified deficiencies or weaknesses, and any special audit
steps adopted in light of material deficiencies or weaknesses;
(f) all alternative treatments of financial information discussed
by the external auditors and management, the results of such
discussions, and the treatments preferred by the external
auditors;
(g) the effect of off-balance sheet transactions or structures on
the financial statements;
(h) any errors or omissions in, and any required restatement of,
the financial statements for preceding years;
(i) all significant tax issues;
(j) all material contingent liabilities and related-party
transactions;
32
(k) management's approach to safeguarding corporate assets and
information systems, the adequacy of staffing of key financial
functions, and plans for improvements; and
(l) internal interim and post-implementation reviews of major
capital projects.
Legal/Regulatory Matters and Ethics
3.7 The Committee will review:
(a) with management, the external auditors and legal counsel, any
litigation, claim or other contingency, including any tax
assessment, that could have a material effect upon the
financial position or operating results of the Company;
(b) annually, management's relationships with regulators, and the
accuracy and timeliness of filings with regulatory
authorities;
(c) annually, the ethics policy, management's approach to business
ethics and corporate conduct and the program used by
management to monitor compliance with the policy; and
(d) review and approve all related party transactions with any
director, executive officer, holder of 5% or more of the
Company's voting securities or any family member of the
foregoing persons.
Risk Management
3.8 The Committee will:
(a) consider management reports on the insurance coverage of the
Company;
(b) consider management reports on financial risk management,
including derivative exposure and policies;
(c) review other risk management matters as from time to time the
Committee may consider suitable or the Board may specifically
direct.
Other
3.9 The Committee will review:
(a) the expenses of the Chief Executive Officer;
(b) the proposed disclosure concerning the Committee to be
included in the Company's Annual Information Form or any
management information circular;
(c) the disclosure policy of the Company; and
(d) at least once annually, the adequacy of these Terms of
Reference and the Committee's performance, and report its
evaluation and any recommendations for change to the Corporate
Governance Committee.
3.10 The Committee will also have such other duties and responsibilities as
are delegated to it from time to time by the Board.
4. Matters For Which The Committee Is Not Responsible
The Committee is not responsible for those matters which are the responsibility
of management or the external auditors including, without limitation:
(a) planning and conducting the external audit;
33
(b) ensuring that the financial statements of the Company have
been prepared in accordance with generally accepted accounting
principles;
(c) ensuring that the financial statements of the Company and the
other financial information of the Company contained in
regulatory filings and other public disclosure of the Company
fairly present in all material respects the financial
condition, results of operations and cash flows of the
Company;
(d) ensuring the adequacy of the internal control over financial
reporting structure and the financial risk management systems
of the Company; and
(e) ensuring compliance with applicable laws and regulations.
5. Authority
The Committee, in fulfilling its mandate, will have the authority to:
(a) engage and set compensation for independent counsel and other
advisers;
(b) communicate directly with the Chief Financial Officer, the
external auditors, and the Company's counsel;
(c) delegate tasks to Committee members or subcommittees of the
Committee; and
(d) obtain from the Company appropriate funding as determined by
the Committee to carry out its duties, including: for the
payment of compensation of the Company's external auditors for
the purpose of issuing an audit report or performing other
audit services; compensation of counsel and other advisors;
and other administrative expenses of the Committee.
This mandate supersedes and replaces all prior terms of reference pertaining to
the Committee and was adopted by a resolution of the Board effective November 9,
2005.
/s/ Darryl F. Jones
--------------------
Darryl F. Jones
Corporate Secretary
DOCUMENT NO. 2
MANAGEMENT'S DISCUSSION & ANALYSIS
(Expressed in Canadian dollars unless otherwise noted)
March 24, 2006
Management's Discussion and Analysis supplements, but does not form part of,
the audited consolidated financial statements of the company and the notes
thereto for the fiscal year ended December 31, 2005. Consequently, the
following discussion and analysis of the financial condition and results of
operations for Corriente Resources Inc. should be read in conjunction with the
audited consolidated financial statements for the years ended December 31, 2005
and 2004 and related notes therein, which have been prepared in accordance with
Canadian generally accepted accounting principles, consistently applied.
Additional information regarding the company, including its Annual Information
Form, can be found on SEDAR at www.sedar.com.
Forward-Looking Statements
Certain statements contained in the following Management's Discussion and
Analysis (MD&A) and elsewhere constitute forward-looking statements. Such
forward-looking statements involve a number of known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
of achievements of the company to materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date the statements were
made, and readers are advised to consider such forward-looking statements in
light of the risks set forth below.
Corporate Governance
Management of the company is responsible for the preparation and presentation
of the annual consolidated financial statements and notes thereto, MD&A and
other information contained in this annual report. Additionally, it is
Management's responsibility to ensure the company complies with the laws and
regulations applicable to its activities.
The company's Management is accountable to the Board of Directors (Directors),
each member of which is elected annually by the shareholders of the company.
The Directors are responsible for reviewing and approving the annual audited
consolidated financial statements and the MD&A. Responsibility for the review
and approval of the company's quarterly unaudited interim consolidated
financial statements and MD&A is delegated by the Directors to the Audit
Committee, which is comprised of three directors, all of whom are independent
of Management. Additionally, the Audit Committee pre-approves audit and
non-audit services provided by the company's auditors.
The auditors are appointed annually by the shareholders to conduct an audit of
the consolidated financial statements in accordance with generally accepted
auditing standards. The external auditors have complete access to the Audit
Committee to discuss audit, financial reporting and related matters resulting
from the annual audit as well as assist the members of the Audit Committee in
discharging their corporate governance responsibilities.
The disclosure of Corriente's corporate governance policies is contained in the
company's Information Circular prepared for the May 2006 Annual General Meeting
and which is available for review at www.sedar.com. The disclosure statement
has been prepared by the company's Corporate Governance Committee and approved
by the Board of Directors.
Page 1 of 14
DISCLOSURE CONTROLS
Corriente has daily, weekly, monthly and annual processes that, when considered
in the aggregate and in conjunction with current internal controls, are
considered to be effective disclosure controls. In addition, Corriente has
created a Corporate Disclosure Committee, comprised of the Chief Executive
Officer, Senior Vice-President, and Chief Financial Officer. This Committee
supplements these periodic processes.
Disclosure Controls and Procedures have been developed to ensure that material
information relating to Corriente and its subsidiaries is made known to us by
others within those entities, particularly within a period in which a
disclosure report is being prepared. These involve:
o identification of all continuous disclosure requirements under
securities laws, rules and policies applicable to Corriente.
o identification of the individuals responsible for preparing reportable
information and individuals, whether internal or external, responsible
for reviewing reports or portions of reports to verify disclosure made
with respect to their areas of responsibility or expertise.
o establishment of timetables for the preparation and adequate review of
reportable information.
o procedures for obtaining "sign-off" on disclosure of reportable
information and receipt of written consents from all experts whose
reports are included or referred to in any disclosure.
o procedures for the identification and timely reporting to the
Committee of information which may constitute material information or
which may constitute a material change to previously disclosed
material information, including the identification of individuals who
are likely to learn first about events outside the control of
Corriente that may give rise to material information.
o procedures for the identification and reporting to the Audit Committee
of the Board of Directors of any fraud, whether or not material, that
involves management or other employees who have a significant role in
Corriente's internal controls.
o ensuring the procedures are followed with respect to the release of
each disclosure made in writing and for the review of any disclosure
made orally.
o ongoing evaluation of Corriente's disclosure controls and procedures.
Corriente and its subsidiaries are relatively small in size and operate in a
very integrated management environment. That is, senior management is in
constant contact with many of Corriente's staff, suppliers, regulators and the
like on an ongoing and detailed basis. This allows one or more of senior
management to be in a position where they are more likely to be aware (than
not) of material events or information. While senior management may not be
aware of all things at all times, it believes that the probability of a
material event or material information being missed or not disclosed on a
timely basis is very small.
As new Canadian accounting standards are released, the Chief Financial Officer
undertakes a review and evaluation to determine if it is applicable. If there
is any uncertainty in its applicability, Corriente solicits the input of the
external auditor. If the new standard is applicable
Page 2 of 14
to Corriente, it is then analyzed and summarized in a manner that effectively
documents and evaluates the impact on Corriente, and to determine the immediate
action, if any, Corriente would need to undertake in order to comply with the
new standard. Quarterly, the documented standards are reviewed, and updated as
required, to ensure that a standard is still applicable, and that Corriente
remains in compliance.
Through implementation of the above, senior management believes that the
company's disclosure controls are sufficient while being practical for a
company of its size.
General
Corriente is a Canadian-based junior resource exploration company engaged in
the exploration and development of copper-gold resource properties located
primarily in the Corriente Copper Belt in Ecuador. Under various agreements
signed with certain Ecuadorian subsidiaries of BHP Billiton LLC ("BHP
Billiton"), the company has earned a 100% interest in certain of BHP Billiton's
resource properties located in the Rio Zamora copper porphyry district
(Corriente Copper Belt), in Ecuador. This required the issue of shares to BHP
Billiton and the expenditure of exploration funds under the terms of these
agreements. Additionally, these concessions are subject to a 2% Net Smelter
Royalty ("NSR") payable to BHP Billiton, though the company has options to
reduce the NSR to 1% for the Mirador, Panantza and San Carlos resource
properties upon the payment of US$2 million for each option exercised to BHP
Billiton.
As a result, Corriente controls a 100% interest in over 50,000 hectares located
within the Corriente Copper Belt. The Belt extends over a 20 x 80 kilometre
area in southeast Ecuador. The Belt currently contains three copper and
copper-gold porphyry deposits, Mirador, Panantza and San Carlos. Six additional
copper and copper-gold exploration targets have been identified in the
Corriente Copper Belt to date.
Mirador Project
Feasibility Study
On April 14, 2005, the company announced the completion of its feasibility
study at the Mirador project which confirmed the economics of a 25,000
tonne/day open pit milling operation. The prime consultant for the study is
AMEC Americas Limited, who completed the resource estimation, the metallurgical
studies and the mine model. The tailings facility was designed by Knight
Piesold Ltd. and Merit Consultants International Inc. prepared the final
capital cost. The Indicated Mineral Resources internal to the pit were
estimated to be 111 Million tonnes at an average grade of 0.67% copper and 0.22
g/t gold (with an average cut-off of 0.4% Cu). The feasibility study highlights
were:
o The project was forecast to annually produce approximately 128 Million
pounds of copper, 32,000 ounces of gold and 395,000 ounces of silver
during the first five years of production
o The mine model indicated a 12 year mine life
o At a long term copper price of US$1.00/lb, the study indicated a
Pre-Tax Internal Rate of Return for the project of 15.5% and a Net
Present Value of US$78 Million at an 8% discount rate
o The capital cost for the project was estimated to be US$204 Million
The initial 25,000 tonnes/day development phase for the Mirador project is able
to support the infrastructure requirements of a large copper operation and
includes allowances for expansion in the future. For example, the tailings
site has up to three times the required storage capacity, meaning the operation
can expand significantly in size without needing to locate new tailings
Page 3 of 14
facilities. The feasibility study was made available in final report form on
May 13, 2005 and is posted on www.sedar.com, as well as www.corriente.com.
Assumptions for the financial conclusions of the feasibility study included:
pricing of US$1.00/lb for copper, US$400/oz for gold, US$6.50/oz for silver,
and a discount rate of 8%. The estimated Indicated Mineral Resources included
in the mine plan total approximately 111 Million tonnes grading 0.67% Cu and
0.22 g/t Au (with an average cut-off of 0.4% Cu). Approximately 91 Million
tonnes of waste rock will be removed over the mine life, resulting in an
average strip ratio of about 0.8:1. The mine plan was based on a contract
mining company providing ore to a conventional copper concentrator at a rate of
25,000 tonnes/day (9.125 Million tonnes/a). All facilities were designed for
this throughput and operate on a continuous basis, 24 hours/day, 365
days/annum, subject to maintenance downtime. Average production was estimated
to be about 174,000 t/annum of copper concentrate over the mine life of 12 plus
years.
Optimization Study
In November 2005, Corriente announced the results of an ongoing optimization
study completed by Mine Development Associates (MDA) of Reno, Nevada for the
starter project at the Mirador copper-gold deposit in Ecuador. This study built
on the 25,000 tonnes per day base case feasibility study which was released in
April 2005. The main change in the new work was the incorporation of the
results of 52 new drill holes which were completed during the summer of 2005
and led to the calculation of a new resource model. The optimization work was
based on a Lerchs-Grossmann pit optimization completed by MDA and included a
measured and indicated resource of 346,968,000 tonnes at an average grade of
0.62% copper, 0.2 g/t gold and 1.6 g/t silver (with an average cut-off grade of
0.37% Cu). For the purposes of the optimization study, all of the elements of
the feasibility study completed in April 2005 were retained (except for reduced
pre-stripping associated with the new pit optimizations). Approximately 491
Million tonnes (Mt) of waste rock will be removed over the mine life, resulting
in an average strip ratio of about 1.4:1. The initial starter pit will have a
0.53:1 strip ratio containing 101.5 Mt of ore at 0.67% Cu, 0.21 g/t gold and
1.8 g/t silver. The mine plan was based on a contract mining company providing
ore to a conventional copper concentrator at a rate of 25,000 tonnes/day (9,125
Mt/a).
Optimization Study Highlights
o The project is forecast to annually produce approximately 131 Million
pounds of copper, 32,000 ounces of gold and 398,000 ounces of silver,
during the first five years of production.
o The mine model indicates a 38 year mine life at a throughput of 25,000
tonnes per day.
o At a long-term copper price of US$1.10/lb, the study indicates a
Pre-Tax Internal Rate of Return (IRR) for the project of 22.6% and a
Net Present Value (NPV) of US$224 Million at an 8% discount rate. The
Investment Contract with the Government of Ecuador will determine the
final tax regime for the project, so after-tax numbers are not being
presented here.
o The capital cost for the project was revised to total approximately
US$195 Million (reflecting reduced pre-strip with the new mine plan).
With the results of the optimization study showing a robust project, Corriente
intends to move forward with development of the 25,000 tonnes per day starter
project at Mirador in the second half of 2006.
Page 4 of 14
This optimization work demonstrated improved economics of the company's starter
project which is planned as the platform for later expansions at Mirador and
development of Corriente's Panantza-San Carlos and other copper projects in the
Corriente Copper Belt district.
Tabulation of the revised project resources at Mirador using a cut-off of
0.40%Cu is set out in the table below. This work was carried out by Mine
Development Associates (Reno, NV) under the direction of Steve Ristorcelli,
P.Geo., C.P.G., an independent Qualified Person as defined by NI 43-101. The
resource estimate is based on 142 drill holes totaling 36,284 metres of core.
Revised Mirador Resources
---------------------------------------------------------------------------------------------------------
Cu Cut-off Grade of 0.40%
---------------------------------------------------------------------------------------------------------
Class Tonnes Cu Cu (%) Au (oz) Au (g/t) Ag (oz) Ag (g/t)
(000's) lbs (000's)
---------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
Measured 52,610 753,000 0.65 360,000 0.21 2,770,000 1.6
---------------------------------------------------------------------------------------------------------
Indicated 385,060 5,134,000 0.60 2,380,000 0.19 18,760,000 1.5
---------------------------------------------------------------------------------------------------------
Inferred 235,400 2,708,000 0.52 1,250,000 0.17 9,900,000 1.3
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
Previous Resources from September 2004 Disclosure
---------------------------------------------------------------------------------------------------------
Indicated 310,000 0.65 0.20
---------------------------------------------------------------------------------------------------------
Inferred 315,000 0.56 0.17
---------------------------------------------------------------------------------------------------------
Resource classifications conform to CIM standards on Mineral Resources and Reserves referred to
in National Instrument 43-101. Mineral resources that are not reserves do not demonstrate
economic viability. Measured and Indicated Mineral Resources are that part of a mineral
resource for which quantity and grade can be estimated with a level of confidence sufficient to
allow the application of technical and economic parameters to support mine planning and
evaluation of the economic viability of the deposit. An Inferred Mineral Resource is that part
of a mineral resource for which quantity and grade can be estimated on the basis of geological
evidence and limited sampling that can be reasonably assumed, but not verified.
Selection of financing options for the project is planned during the first half
of 2006 and issuance of the Mining Permit is targeted for the second quarter
following approval of the Environmental Impact Assessment ("EIA"), which was
filed with the Ministry of Energy and Mines for Ecuador ("the Ministry") in
December 2005.
Environmental Impact Assessment
- -------------------------------
The EIA covered both the environmental aspects of proposed mining operations in
Mirador and community and social plans associated with the same project. During
the lengthy preparation of the EIA, the company worked closely with the
Ministry to help ensure that the report met all required government guidelines
and regulations. The Mirador EIA is expected to be one of the most
comprehensive documents on social and environmental issues ever submitted to
the Mines Ministry in Ecuador. The submission followed an extensive
consultation process with the local communities that was carried out in late
November and early December 2005. Approval of the EIA is expected in the first
half of 2006.
Personnel
Corriente continues to build its mine development and management team with the
September 2005 appointment of Tom Milner as President of Corriente.
Mr. Milner will be responsible for the execution of the Mirador Development
Plan utilizing his background experience as a mine developer and operator. Most
recently, Mr. Milner was Chief Operating Officer for Taseko Mines Ltd., with
responsibility for the successful 2004 restart of
Page 5 of 14
the open pit copper-molybdenum Gibraltar Mine located in south central B.C. The
Gibraltar Mine mills 35,000 tonnes of ore per day with an overall mining rate
of 115,000 tonnes per day. In addition to extensive operations experience at
Gibraltar, Mr. Milner was President of Brinco Coal Corporation, with
responsibility for developing the Quinsam Coal Mine on Vancouver Island from
the feasibility study stage through environmental approvals, permitting,
construction and operations.
Mr. Ken Shannon will continue on as the company's Chairman and Chief Executive
Officer while Mr. Ron Simkus will assist Mr. Milner in the overall development
of the Mirador project.
Other
In June 2004, J. David Lowell exercised his option to obtain the company's
interest in the Warintza resource concession in exchange for his 10% interest
in Corriente's interests in the remaining concessions in the Corriente Copper
Belt (including Mirador, Panantza and San Carlos). The Warintza resource
includes four concessions totalling 20,000 hectares. As a result of this
transaction, the company has complete ownership of its Corriente Copper Belt
resource properties, comprised of concessions covering 50,000 hectares within
the Corriente Copper Belt, subject only to a 2% Net Smelter Royalty obligation
to BHP Billiton.
In March 2004, the company entered into an agreement with Hidrelgen, S.A., an
associated company of Caminosca Caminos y Canales C. Limitada, to develop,
construct, and operate a 30 megawatt run-of-river hydroelectric generation
facility with the associated switchgear and transmission lines on the
Sabanilla River (Sabanilla Power Project, or "SPP"), to supply power to
Corriente's planned Mirador copper mine. Market conditions for bank financing
of power projects did not allow the company to meet the deadline for financing
of the Sabanilla project, with the result that the agreement lapsed in 2005.
Accordingly, deferred power project costs of $2,739,111 associated with the
Sabanilla project have been written off by the company at December 31, 2005.
In March 2006, the company announced that it has entered into a letter of
intent with Hidroabanico S.A. to supply the power needs of the Mirador
project.
In December 2005, the company and BHP Billiton agreed to terminate the Global
Strategic Alliance Agreement. No commitments remain for either party.
The company's executive office is located in Vancouver, Canada while its
Ecuador operations are run from its subsidiary office located in Quito,
Ecuador. With the exception of short-term operational requirements for the
subsidiaries, funds have been maintained and controlled in Vancouver, both in
Canadian and U.S. dollars. In addition to its core staff, the company engages
consultants as necessary, to provide geological, mine development and
pre-construction consulting, design and other services. Overhead costs and
efficiencies in Ecuador continue to compare favourably with other South
American exploration areas.
Financial Results of Operations
All of the financial information referenced below has been prepared in
accordance with Canadian generally accepted accounting principles, applied on a
consistent basis.
- --------------------------------------------------
Financial Data for Last Three Fiscal Years
- --------------------------------------------------
- -------------------------------------------------------------------------------------------
Fiscal year ended Dec 31-05 Dec 31-04 Dec 31-03
- -------------------------------------------------------------------------------------------
Total revenues (000's) $ 0 $ 0 $ 0
- -------------------------------------------------------------------------------------------
Loss before extraordinary items (000's) $ 3,344 $ 714 $ 682
- -------------------------------------------------------------------------------------------
Net loss (000's) $ 3,344 $ 714 $ 682
- -------------------------------------------------------------------------------------------
Basic and diluted loss per share $ 0.07 $ 0.02 $ 0.02
- -------------------------------------------------------------------------------------------
Cash and cash equivalents (000's) $ 32,441 $ 12,603 $ 18,688
- -------------------------------------------------------------------------------------------
Total assets (000's) $ 67,100 $ 40,502 $ 35,948
- -------------------------------------------------------------------------------------------
Total long-term financial liabilities (000's) $ 0 $ 0 $ 0
- -------------------------------------------------------------------------------------------
Total shareholders' equity (000's) $ 66,124 $ 39,755 $ 35,527
- -------------------------------------------------------------------------------------------
Cash dividends declared per share $ 0.00 $ 0.00 $ 0.00
- -------------------------------------------------------------------------------------------
Page 6 of 14
The company's operations during the year ended December 31, 2005 produced a net
loss of $3,344,139 or $0.07 per share compared to a net loss of $714,062 or
$0.02 per share for 2004 and $682,092 or $0.02 per share for 2003. As the
company has not owned any revenue-producing resource properties, no mining
revenues have been recorded to date. The increase in net loss from 2004 was
primarily due to the write-down of the company's deferred power project, and
offset somewhat by the receipt and sales of marketable securities received on
assets previously written off.
Deferred mineral property development expenditures made on the company's target
projects within the Corriente Copper Belt totalled $8,845,049 for 2005 versus
$8,627,262 during 2004 and $1,511,358 for 2003, reflecting the company's
significant activities in furthering development of the Mirador starter mine.
These activities included costs incurred towards completion of the Mirador
feasibility and optimization study reports, as well as the continuing
development of the Mirador project infrastructure. Drilling of 52 holes for
2005 (2004 - 44 holes, 2003 - 7) has been done in order to achieve 2 goals. The
first goal was to drill holes around the low-grade margin of the proposed open
pit to test the geotechnical characteristics of the pit margins using oriented
drill core. This drilling has provided a good data base of new structural
information which will be used as part of an effort to redesign pit shells with
steeper slopes. This means more mineable material in the pit and less waste
tonnes, which ultimately leads to a lower mining cost. The second goal of this
drill program was to provide in-fill assays so that resources that had been
classified as inferred in the starter project block model could be upgraded to
indicated status and be included in the economic analysis of the project. As in
recent years, all exploration drilling in 2005 was contained to the company's
Corriente Copper Belt resource properties.
Deferred power project expenditures made by the company pursuant to its JV
contributions for development of the Sabanilla Power Project totalled
$1,034,449 in 2005 (2004 - $1,704,602 and 2003 - $Nil). At the end of 2005, the
company wrote the costs of Sabanilla down to $Nil.
Administration expenses increased for 2005 to $2,639,979 from $1,778,010 in
2004 and $1,727,649 in 2003. The increase in 2005 is primarily due to an
increase in stock-based compensation to $1,224,274 (2004 - $709,424, 2003 -
$762,558), management fees, wages and benefits to $586,911 (2004 - $436,972,
2003 - $395,637), investor relations and promotion to $255,780 (2004 -
$189,486, 2003 - $209,791), legal and accounting to $149,214 (2004 - $82,459,
2003 - $91,625), travel to $91,378 (2004 - $74,053, 2003 - $58,321), insurance
to $67,640 (2003 - $53,178, 2002 - $43,889) and regulatory fees to $56,071
(2003 - $26,735, 2002 - $45,758). The higher administrative costs reflected the
granting of options to employees and directors, the addition of seasoned mining
resource development management, the pursuit of financing, higher legal and
accounting costs due to the company's recent application to be listed on the
American Stock Exchange, increased corporate travel, higher insurance costs,
and increased sustaining fees based on the company's higher market
capitalization.
Included in management fees, wages and benefits and in mineral properties and
investor relations are expenditures of $48,599 (2004 - $124,194, 2003 -
$263,088), $60,500 (2004 - $Nil, 2003 - $127,067) and $Nil (2004 - $66,667,
2003 - $36,000), respectively, for the year ended December 31, 2005 in respect
of administrative and technical services provided by companies affiliated with
employed officers. At December 31, 2005, $15,000 (2004 - $1,538, 2003 - $Nil)
was due to companies affiliated with employed officers.
Page 7 of 14
Stock-compensation expenses were $1,224,274 for 2005 versus $709,424 for 2004
and $762,558 for 2003, reflecting the fair value of stock options granted
during 2005 as calculated using the Black-Scholes Option Pricing Model.
In 2003, the company sold its shares of its wholly-owned subsidiaries,
Corriente Argentina Inc. (Cayman) and Corriente Argentina S.A. (Argentina),
including its 100% interest in the Taca-Taca property in Argentina. These
assets were written off in previous years. The following summarizes the amounts
due to the company from the purchaser according to the original agreement:
o US $25,000 on the Closing Date (received in 2002);
o US $25,000 cash and 100,000 shares of the purchaser one year from the
date of the Agreement (received in 2003);
o 100,000 shares of the purchaser two years from the date of the
agreement (received in 2004);
o 100,000 shares of the purchaser three years from the date of the
agreement (received in 2005);
o US $100,000 four years from the date of the agreement;
o US $1,000,000 five years from the date of the agreement;
o US $1,000,000 upon the Taca-Taca property achieving commercial
production.
On March 22, 2005 the company and the purchaser executed an amending agreement
whereby the payments due in years four and five of the agreement were changed
to one final tranche of 100,000 shares of the purchaser on the amending date.
US $1,000,000 remains due from the purchaser upon the Taca-Taca property
achieving commercial production. As collectibility of this amount remains
uncertain, this amount will be recorded when received. The company realized a
total gain of $1,882,000 based on the market value of the 200,000 shares of the
purchaser received in 2005. These shares were subject to a hold period which
expired in July 2005. During the hold period, the purchaser underwent a
reorganization in April 2005, at which time the company received an equivalent
200,000 shares of each of the four post-reorganization companies. With the
exception of 200,000 shares in one of the post-reorganization companies which
remains non-public and without market value, all of the shares were sold by the
company before the end of 2005.
The Polymet plant site in Bolivia (which was previously written off in 1998)
was sold during 2003. The company has received full consideration, totalling
$570,841 (including $88,320 received in 2005) from the purchaser.
Due to the company's lower average cash balance on hand during 2005, interest
income decreased to $209,422 from $382,237 and $136,738 for 2004 and 2003,
respectively.
- -----------------------------
Financial Data for Last
Eight Quarters
- -----------------------------
- ----------------------------------------------------------------------------------------------------------------
Three months ended Dec-05 Sep-05 Jun-05 Mar-05 Dec-04 Sep-04 Jun-04 Mar-04
- ----------------------------------------------------------------------------------------------------------------
Total revenues (000's) $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
- ----------------------------------------------------------------------------------------------------------------
(Earnings) loss before $ 3,272 $ 1,404 $ 378 $ (1,710) $ (429) $ 425 $ 343 $ 369
extraordinary items (000's)
- ----------------------------------------------------------------------------------------------------------------
Net (earnings) loss (000's) $ 3,272 $ 1,404 $ 378 $ (1,710) $ (429) $ 425 $ 343 $ 369
- ----------------------------------------------------------------------------------------------------------------
(Earnings) loss per share $ 0.07 $ 0.03 $ 0.01 $ (0.04) $(0.01) $ 0.01 $0.01 $0.01
- ----------------------------------------------------------------------------------------------------------------
As the company has not had any revenue-producing resource properties, no
mining revenues have been recorded to date. The significant net income
generated in the Mar-05 and Dec-04 quarters was due to the proceeds received
in 2005 and 2004 from the sale of the company's Argentinian and Bolivian
assets, which had been written off in prior years. Excluding such
Page 8 of 14
proceeds, the company's net losses for the last 8 quarters generally reflect
the impact and timing of the recording of stock-compensation expenses
attributable to the Black Scholes Option Pricing Model calculation of the fair
value of stock options granted within the period, offset by interest income
earned from cash on hand.
Critical Accounting Policies
The details of the company's significant accounting policies are presented in
note 2 of the company's audited consolidated financial statements which can be
found at www.sedar.com. The following policies are considered by management to
be essential to understanding the processes and reasoning that go into the
preparation of the company's financial statements and the uncertainties that
could have a bearing on its financial results:
Resource Properties
The Company capitalizes all costs related to investments in mineral property
interests on a property-by-property basis. Such costs include mineral property
acquisition costs and exploration expenditures, including interest on any
required guarantee. Costs are deferred until such time as the extent of
mineralization has been determined and mineral property interests are either
developed, the property sold or the Company's mineral rights allowed to lapse.
All deferred mineral property expenditures are reviewed, on a
property-by-property basis, to consider whether there are any conditions that
may indicate impairment. When the carrying value of a property exceeds its net
recoverable amount that may be estimated by quantifiable evidence of an
economic geological resource or reserve or the Company's assessment of its
ability to sell the property for an amount less than the deferred costs,
provision is made for the impairment in value and the property is written down
to the estimated fair value.
The amounts shown for acquisition costs and deferred exploration expenditures
represent costs incurred to date and do not necessarily reflect present or
future values.
These costs are depleted over the useful lives of the properties upon
commencement of commercial production or written off if the properties are
abandoned, become impaired or the claims allowed to lapse.
Stock-based Compensation
Management is required to make significant estimates about future volatility
and the period in which stock options will be exercised. The selection of the
estimated volatility figure, and the estimate of the period in which an option
will be exercised will have a significant impact on the costs recognized for
stock based compensation. The estimates concerning volatility are made with
reference to historical volatility, which is not necessarily an accurate
indicator of volatility which will be experienced in the future. Management
assumes that stock options will remain unexercised until near their expiry date
because historical experience supports this assumption. However, the exercise
of options may occur at times different than those estimated, or options may
expire unexercised. For options which vest over future periods, management
makes an estimate of the percentage of options which are expected to be
forfeited prior to vesting based on historical experience, which may not be an
accurate indicator of future results. No adjustment is made for actual
experience, except for options which vest at specific dates over time, where
management updates its estimate of the number of unexercised options which are
expected to vest in the future. Such fair value is estimated using the
Black-Scholes Option Pricing Model, the assumptions of which can be found in
Note 6 c) of the company's consolidated financial statements for the year ended
December 31, 2005.
Page 9 of 14
Liquidity and Capital Resources
Working capital as at December 31, 2005 was $31,652,192, compared to
$12,563,393 at December 31, 2004 and $18,866,608 at December 31, 2003. The
increase for 2005 is primarily due to the completion of a brokered private
placement on December 29, 2005 that raised net proceeds of $27,853,364. The
main uses of cash during 2005 were expenditures associated with the development
of the planned Mirador mine of $8,845,449 (2004 - $8,627,262 and 2003 -
$1,511,358) and the Sabanilla Power Project of $1,034,449 (2004 - $1,704,662
and 2003 - $Nil). Proceeds from the sale of the company's marketable securities
received on assets previously written off also contributed positively to the
company's working capital.
As at December 31, 2005, the company had 53,751,393 (fully diluted -
56,606,393) common shares issued and outstanding versus 45,421,393 (fully
diluted - 49,055,141) and 41,606,295 (fully diluted - 48,540,141) for 2004 and
2003, respectively. There was one brokered public offering in 2005 of
7,605,000 common shares that raised $30,039,750 before issue costs of
$2,186,386. Other share issuances reflect the exercise of 475,000 stock
options that raised $435,250 and an exercise of 250,000 share purchase
warrants that raised $200,000. In 2004, there were no private placements, but
3,500,098 share purchase warrants and 315,000 stock options were exercised,
raising $3,928,512 and $304,350, respectively. In 2003, the company raised a
total of $18,803,133 through the issue of new shares and the exercise of
vested options and warrants, as follows: In February 2003, the company
completed a non-brokered private placement of 1,000,000 units, which raised
gross proceeds of $1,000,000 equity capital ($993,750 net of issue costs); in
October 2003, the company closed a further non-brokered private placement of
2,000,000 common shares for proceeds of $3.9 million; in November 2003, the
company completed a brokered private placement of 4,750,000 units at a price
of $2.50 per unit for gross proceeds of $11.875 million before issue costs of
$809,381; and during 2003, the company received cash proceeds of $2,380,513
and $463,250 pursuant to the exercises of share purchase warrants and stock
options, respectively.
Historically, the company's capital requirements have been met by equity
subscriptions. While the company's current working capital is considered
sufficient to meet the company's administrative overhead for the next several
years, substantial capital is required to complete the company's mine. Actual
funding requirements may vary from those planned due to a number of factors,
including the progress of exploration and project development activity and
foreign exchange fluctuations. Management believes it will be able to raise
equity capital as required in the long term but recognizes the risks attached
thereto. The company continues to use various strategies to minimize its
dependence on equity capital, including the securing of joint venture partner
and supplier financing where appropriate.
Risk Factors
Companies operating in the mining industry face many and varied kinds of risks.
While risk management cannot eliminate the impact of all potential risks, the
company strives to manage such risks to the extent possible and practical.
Following are the risk factors which the company's management believes are most
important in the context of the company's business. It should be noted that
this list is not exhaustive and that other risk factors may apply. An
investment in the company may not be suitable for all investors.
Page 10 of 14
Foreign Country and Political Risk
The resource properties on which the company is actively pursuing its
exploration and development activities are all located in Ecuador, South
America. As a result, the company is subject to certain risks, including
currency fluctuations and possible political or economic instability in
Ecuador, which may result in the impairment or loss of mineral concessions or
other mineral rights, and mineral exploration and mining activities may be
affected in varying degrees by political instability and government regulations
relating to the mining industry. Any changes in regulations or shifts in
political attitudes are beyond the control of the company and may adversely
affect its business. Exploration may be affected in varying degrees by
government regulations with respect to restrictions on future exploitation and
production, price controls, export controls, foreign exchange controls, income
taxes, expropriation of property, environmental legislation and mine and/or
site safety. While Management believes that the current political climate in
Ecuador is stable, there can be no certainty that this will continue going
forward. To alleviate such risk, the company funds its Ecuador operations on an
as-needed basis and is pursuing local partners. The company does not presently
maintain political risk insurance for its foreign exploration projects.
Exploration and Mining Risks
The business of exploring for minerals and mining involves a high degree of
risk. Due in some cases to factors that cannot be foreseen, only a small
proportion of the properties that are explored are ultimately developed into
producing mines. At present, only the company's Mirador project property has
proven or probable reserves while any planned exploration programs for the
company's other properties are an exploratory search for proven or probable
reserves. The mining areas presently being assessed by the company may not
contain economically recoverable volumes of minerals or metals. The operations
of the company may be disrupted by a variety of risks and hazards which are
beyond the control of the company, including labour disruptions, the inability
to obtain suitable or adequate machinery, equipment or labour and other risks
involved in the conduct of exploration programs. Once economically recoverable
volumes of minerals are found, substantial expenditures are required to
establish reserves through drilling, to develop metallurgical processes, to
develop the mining and processing facilities and infrastructure at any site
chosen for mining. Although substantial benefits may be derived from the
discovery of a major mineralised deposit, no assurance can be given that
minerals will be discovered in sufficient quantities or having sufficient grade
to justify commercial operations or that funds required for development can be
obtained on a timely basis. The economics of developing copper, gold and other
mineral properties is affected by many factors including the cost of
operations, variations of the grade of ore mined, fluctuations in the price of
minerals produced, costs of processing equipment and such other factors as
government regulations, including regulations relating to environmental
protection. In addition, the grade of mineralization ultimately mined may
differ from that indicated by drilling results and such differences could be
material. Depending on the price of copper or other minerals produced, which
have fluctuated widely in the past, the company may determine that it is
impractical to commence or continue commercial production.
Financing Risks
The company has limited financial resources, has no source of operating cash
flow and has no assurance that additional funding will be available to it for
further exploration and development of its projects. Further exploration and
development of one or more of the company's properties will be dependent upon
the company's ability to obtain financing through joint venturing, equity or
debt financing or other means, and although the company has been successful in
the past in obtaining financing through the sale of equity securities, there
can be no assurance that the
Page 11 of 14
company will be able to obtain adequate financing in the future or that the
terms of such financing will be favourable. Failure to obtain such additional
financing could result in delay or indefinite postponement of further
exploration and development of its projects.
Limited Experience with Development-Stage Mining Operations
The company has no previous experience in placing resource properties into
production and its ability to do so will be dependent upon using the services
of appropriately experienced personnel or entering into agreements with other
major resource companies that can provide such expertise. There can be no
assurance that the company will have available to it the necessary expertise
when and if it places its resource properties into production.
Estimates of Mineral Resources and Production Risks
The Mineral Resource estimates included herein are estimates only, and no
assurance can be given that any proven or probable reserves will be discovered
or that any particular level of recovery of minerals will in fact be realized
or that an identified reserve or resource will ever qualify as a commercially
mineable (or viable) deposit which can be legally and economically exploited.
In addition, the grade of mineralization which may ultimately be mined may
differ from that indicated by drilling results and such differences could be
material. Production can be affected by such factors as permitting regulations
and requirements, weather, environmental factors, unforeseen technical
difficulties, unusual or unexpected geological formations and work
interruptions. The estimated Mineral Resources described herein should not be
interpreted as assurances or evidence of commercial viability or potential or
of the profitability of any future operations.
Base Metals Prices
The principal activity of the company is the exploration and development of
copper-gold resource properties. The mineral exploration and development
industry in general is intensely competitive and there is no assurance that,
even if commercial quantities of proven and probable reserves are discovered, a
profitable market may exist for the sale of the same. Factors beyond the
control of the company may affect the marketability of any substances
discovered. Base metals prices have fluctuated widely, particularly in recent
years. The feasible development of such properties is highly dependent upon the
price of copper and, to a lesser extent, gold. A sustained and substantial
decline in commodity copper prices could result in the write-down, termination
of exploration and development work or loss of its interests in identified
resource properties.
Competition
The company competes with many companies that have substantially greater
financial and technical resources than the company for the acquisition of
mineral properties as well as for the recruitment and retention of qualified
employees.
Environmental and other Regulatory Requirements
The activities of the company are subject to environmental regulations
promulgated by government agencies from time to time. Environmental
legislation generally provides for restrictions and prohibitions on spills,
releases or emissions of various substances produced in association with
certain mining industry operations, such as seepage from tailings disposal
areas, which would result in environmental pollution. A breach of such
legislation may result in imposition of fines and penalties. In addition,
certain types of operations require the submission
Page 12 of 14
and approval of environmental impact assessments. Environmental legislation is
evolving in a manner which means stricter standards, and enforcement, fines
and penalties for non-compliance are more stringent. Environmental assessments
of proposed projects carry a heightened degree of responsibility for companies
and directors, officers and employees. The cost of compliance with changes in
governmental regulations has a potential to reduce the profitability of
operations.
Companies engaged in exploration activities generally experience increased
costs and delays as a result of the need to comply with applicable laws,
regulations and permits. There can be no assurance that all permits which the
company may require for exploration and development of its properties will be
obtainable on reasonable terms or on a timely basis, or that such laws and
regulations would not have an adverse effect on any project that the company
may undertake.
The company believes it is in substantial compliance with all material laws and
regulations which currently apply to its activities. However, there may be
unforeseen environmental liabilities resulting from exploration and/or mining
activities and these may be costly to remedy. Failure to comply with applicable
laws, regulations, and permitting requirements may result in enforcement
actions thereunder, including orders issued by regulatory or judicial
authorities causing operations to cease or be curtailed, and may include
corrective measures requiring capital expenditures, installation of additional
equipment, or remedial actions. Parties engaged in exploration operations may
be required to compensate those suffering loss or damage by reason of the
exploration activities and may have civil or criminal fines or penalties
imposed for violations of applicable laws or regulations and, in particular,
environmental laws.
Amendments to current laws, regulations and permits governing operations and
activities of exploration companies, or more stringent implementation thereof,
could have a material adverse impact on the company and cause increases in
expenditures and costs or require abandonment or delays in developing new
mining properties.
Corriente's policy is to abide by the regulations and requirements of Ecuador,
Canada and the World Bank.
Title Matters
Title to and the area of mining concessions may be disputed. Although the
company has taken steps to verify the title to mineral properties in which it
has an interest in accordance with industry standards for the current stage of
exploration of such properties, these procedures do not guarantee the company's
title. Property title may be subject to unregistered prior agreements or
transfers and title may be affected by undetected defects.
Repatriation of Earnings
Currently there are no restrictions on the repatriation from Ecuador of
earnings to foreign entities. However, there can be no assurance that
restrictions on repatriation of earnings from Ecuador will not be imposed in
the future.
Dependence On Key Personnel
The company's development to date has largely depended and in the future will
continue to depend on the efforts of key management. Loss of any of these
people could have a material adverse effect on the company and its business.
The company has not obtained and does not intend to obtain key-person insurance
in respect of any directors or other employees.
Page 13 of 14
Share Price Fluctuations
In recent years, the securities markets have experienced a high level of price
and volume volatility, and the market price of securities of many companies,
particularly those considered development-stage companies such as the company,
have experienced wide fluctuations in price which have not necessarily been
related to the underlying asset values or prospects of such companies. Price
fluctuations will continue to occur in the future.
No Dividends
Investors cannot expect to receive a dividend on their investment in the
company in the foreseeable future, if ever. Investors should not expect to
receive any return on their investment in the company's securities other than
possible capital gains.
Outlook
Corriente controls a 100% interest in over 50,000 hectares located within the
Corriente Copper Belt in Ecuador. This includes three copper and copper-gold
porphyry deposits, called Mirador, Panantza and San Carlos. Measured and
indicated copper resources at a 0.40% cutoff at Mirador is 438 million tonnes
at 0.61%Cu and 0.19g/t Au, while inferred resources at Panantza, San Carlos and
Mirador (excluding Mirador Norte) at a 0.40% cutoff are 395 million tonnes at
0.67% Cu and 0.08 g/t Au, 657 million tonnes at 0.61% Cu, and 235 million
tonnes at 0.52% Cu and 0.17 g/t Au, respectively.
The company fully intends to continue with the development and pre-construction
work necessary to build and commission an initial 25,000 tonnes/day mine on its
Mirador property. This starter mine is expected to serve as the base for the
phased development of the entire Corriente Copper Belt in southern Ecuador,
with financing for this project coming from a combination of equity, bank and
joint-venture partner and supplier financing sources.
The Environmental Impact Assessment has been submitted to the government of
Ecuador and approval of this application is the next major step in moving
Mirador forward. This approval is targeted for the second quarter 2006. The
beginning of the third quarter is planned for completion of a feasibility study
which will provide an assessment of the economic value created by expanding the
production of Mirador from 25,000 tpd to 50,000 tpd in the sixth year after
start-up. Following completion of the expansion feasibility study, a
construction decision wil be made for Mirador.
A total of 15 to 20 thousand metres of drilling is also planned for 2006 with a
particular goal of identifying high grade copper targets which would make a
significant contribution to early mine development in the Corriente Copper
Belt.
Page 14 of 14
DOCUMENT NO. 3
Corriente Resources Inc.
(A Development Stage Enterprise)
Consolidated Financial Statements
As at December 31, 2005 and 2004 and for the
years ended December 31, 2005, 2004 and 2003
(expressed in Canadian dollars)
MANAGEMENT'S REPONSIBILITY FOR FINANCIAL REPORTING
March 24, 2006
The consolidated financial statements of Corriente Resources Inc. have been
prepared by management and approved by the Board of Directors. Management of
Corriente Resources Inc. is responsible for the preparation, objectivity and
integrity of the information contained in these financial statements and other
sections of this annual report. The consolidated financial statements have been
prepared in accordance with Canadian generally accepted accounting principles.
Management maintains the necessary systems of internal controls, policies and
procedures to provide assurance that assets are safeguarded and that financial
records are reliable and form a proper basis for the preparation of financial
statements.
The Board of Directors ensures that management fulfills its responsibilities for
financial reporting and internal control through an Audit Committee which is
composed of non-management directors. This committee, which reports to the Board
of Directors, meets with the independent auditors and reviews the consolidated
financial statements.
PricewaterhouseCoopers LLP, the company's auditors, have examined these
consolidated statements and their report follows.
"Kenneth R. Shannon" "Darryl F. Jones"
Kenneth R. Shannon Darryl F. Jones
Chief Executive Officer Chief Financial Officer
AUDITORS' REPORT
To the Shareholders of Corriente Resources Inc.
We have audited the consolidated balance sheets of Corriente Resources Inc. as
at December 31, 2005 and 2004 and the consolidated statements of changes in
shareholders' equity, loss and deficit and cash flows for each year in the three
year period ended December 31, 2005. 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 consolidated financial statements present fairly, in all
material respects, the financial position of the company as at December 31, 2005
and 2004 and the results of its operations, changes in shareholders' equity and
its cash flows for each of the years in the three year period ended December 31,
2005 in accordance with Canadian generally accepted accounting principles.
"PricewaterhouseCoopers LLP"
Chartered Accountants
March 3, 2006
Vancouver, BC
Corriente Resources Inc.
(a development stage enterprise)
Consolidated Balance Sheets
As at December 31, 2005 and 2004
- --------------------------------------------------------------------------------------------------------------
(expressed in Canadian dollars)
2005 2004
-------------------------------------------------------------------------------------------------------------
Assets
Current assets
Cash and cash equivalents $ 32,440,690 $ 12,602,827
Marketable securities (note11) - 554,000
Accounts receivable and prepaids 187,746 153,133
-------------------------------------------------------------------------------------------------------------
32,628,436 13,309,960
Mineral properties (note 3) 34,205,955 25,220,211
Property, plant and equipment (note 4) 265,617 266,749
Deferred power project costs (note 5) - 1,704,662
-------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 67,100,008 $ 40,501,582
=============================================================================================================
Liabilities
Current liabilities
Accounts payable and accrued liabilities (note 7) $ 976,244 $ 746,567
-------------------------------------------------------------------------------------------------------------
Shareholders' Equity
Share capital (note 6 (b)) 112,367,655 83,525,397
Options (note 6 (c)) 2,622,248 1,655,163
Share purchase warrants (note 6 (d)) - 96,455
Contributed surplus 930,660 930,660
Deficit accumulated during the exploration stage (49,796,799) (46,452,660)
-------------------------------------------------------------------------------------------------------------
66,123,764 39,755,015
-------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 67,100,008 $ 40,501,582
=============================================================================================================
Subsequent event - note 6 (c)
Approved by the Board of Directors
___________________________ Director ___________________________ Director
The accompanying notes are an integral part of these
consolidated financial statements.
Corriente Resources Inc.
(a development stage enterprise)
Consolidated Statements of Changes in Shareholders' Equity
For the years ended December 31, 2005, 2004 and 2003
- ----------------------------------------------------------------------------------------------------------------------------------
(expressed in Canadian dollars)
Common Shares Estimated Fair Value
----------------------- ----------------------
Deficit
accumulated
Share during the Total
Share Purchase Contributed exploration Shareholders'
Number Capital Options Warrants Surplus stage Equity
- ----------------------------------------------------------------------------------------------------------------------------------
Since inception:
Common shares issued for cash, net
of issue costs 24,169,872 52,994,066 $ - $ - $ - $ - $ 52,994,066
Common shares issued for mineral
properties and settlement of debt 6,621,477 6,554,554 - - - - 6,554,554
Net fair value of warrants issued - - - 501,051 676,407 - 1,177,458
Stock based compensation expense
on unexercised vested options - - 644,665 - - - 644,665
Net losses since inception - - - - - (45,056,506) (45,056,506)
- ----------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2002 30,791,349 59,548,620 644,665 501,051 676,407 (45,056,506) 16,314,237
- ----------------------------------------------------------------------------------------------------------------------------------
Common shares issued for cash
pursuant to private placements, 7,750,000 15,959,370 - - - - 15,959,370
net of issue costs
Common shares issued for cash
pursuant to exercise of warrants 2,239,946 2,380,513 - - - - 2,380,513
Common shares issued for cash
pursuant to exercise of options 575,000 463,250 - - - - 463,250
Common shares issued for mineral
property interests 250,000 232,500 - - - - 232,500
Fair value of warrants issued - - - 96,455 - - 96,455
(note 6 (d))
Fair value of options exercised - 286,608 (286,608) - - - -
(note 6 (c))
Fair value of warrants exercised - 170,326 - (170,326) - - -
(note 6 (d))
Fair value of warrants expired - - - (254,253) 254,253 - -
(note 6 (d))
Stock based compensation expense
on unexercised vested options - - 762,558 - - - 762,558
Net loss for the year ended
December 31, 2003 - - - - - (682,092) (682,092)
- ----------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2003 41,606,295 79,041,187 1,120,614 172,927 930,660 (45,738,598) 35,526,790
- ----------------------------------------------------------------------------------------------------------------------------------
Common shares issued for cash
pursuant to exercise of warrants 3,500,098 3,928,512 - - - - 3,928,512
Common shares issued for cash
pursuant to exercise of options 315,000 304,350 - - - - 304,350
Fair value of options exercised - 174,876 (174,876) - - - -
(note 6 (c))
Fair value of warrants exercised - 76,472 - (76,472) - - -
(note 6 (d))
Stock based compensation expense
on unexercised vested options - - 709,424 - - - 709,424
Net loss for the year ended
December 31, 2004 - - - - - (714,062) (714,062)
- ----------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2004 45,421,393 83,525,397 1,655,163 96,455 930,660 (46,452,660) 39,755,015
- ----------------------------------------------------------------------------------------------------------------------------------
Common shares issued for cash
pursuant to private placements, 7,605,000 27,853,364 - - - - 27,853,364
net of issue costs
Common shares issued for cash
pursuant to exercise of options 475,000 435,250 - - - - 435,250
Common shares issued for cash
pursuant to exercise of warrants 250,000 200,000 - - - - 200,000
Fair value of options exercised - 257,189 (257,189) - - - -
(note 6 (c))
Fair value of warrants exercised - 96,455 - (96,455) - - -
(note 6 (d))
Stock based compensation expense
on unexercised vested options - - 1,224,274 - - - 1,224,274
(note 6 ( c))
Net loss for the year ended
December 31, 2005 - - - - - (3,344,139) (3,344,139)
- ----------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2005 53,751,393 112,367,655 $2,622,248 $ - $ 930,660 $ (49,796,799) $ 66,123,764
==================================================================================================================================
The accompanying notes are an integral part of these consolidated financial statements.
Corriente Resources Inc.
(a development stage enterprise)
Consolidated Statements of Loss and Deficit
For the years ended December 31, 2005, 2004 and 2003
- --------------------------------------------------------------------------------------------------------------------------------
(expressed in Canadian dollars)
For the
Period from
Inception
(February
16, 1983 to
December
2005 2004 2003 31, 2005)
-------------------------------------------------------------------------------------------------------------------------------
Administration
Stock-based compensation (note 6 (c)) $ 1,224,274 $ 709,424 $ 762,558 3,340,921
Management fees, wages & benefits 586,911 436,972 395,637 3,841,556
Investor relations and promotion 255,780 189,486 209,791 1,422,045
Legal and accounting 149,214 82,459 91,625 1,816,119
Travel 91,378 74,053 58,321 746,395
Printing and shareholder information 74,296 68,496 31,094 570,855
Rent and utilities 72,461 69,984 40,826 1,161,103
Insurance 67,640 53,178 43,889 358,799
Regulatory fees 56,071 26,735 45,758 362,550
Office and miscellaneous 32,516 33,995 21,730 955,209
Depreciation 15,296 14,304 15,034 240,775
Transfer agent fees 14,142 18,924 11,386 174,060
Loss on disposal of capital assets - - - 52,968
-------------------------------------------------------------------------------------------------------------------------------
2,639,979 1,778,010 1,727,649 15,043,355
-------------------------------------------------------------------------------------------------------------------------------
Other
Write-down of deferred power project costs (note 5) 2,739,111 - - 2,739,111
Gain on sale of assets (note 3) (1,970,320) (549,000) (882,261) (4,081,031)
Interest income (209,422) (382,237) (136,738) (3,397,166)
Loss (gain) on sale of marketable investments 96,877 (199,323) (105,244) (1,125,312)
General exploration 38,535 8,393 42,746 4,185,299
Foreign exchange loss 9,379 58,219 35,940 35,377
Write-down of mineral properties - - - 33,387,725
Write-down of capital assets - - - 3,080,392
Write-down of marketable securities - - - 374,838
Gain on sale of subsidiary - - - (335,900)
Rental income - - - (71,546)
Gain on settlement of debt - - - (26,792)
Gain on disposal of capital assets - - - (11,551)
-------------------------------------------------------------------------------------------------------------------------------
704,160 (1,072,341) (1,088,303) 34,753,444
-------------------------------------------------------------------------------------------------------------------------------
Loss for the period 3,344,139 714,062 682,092 49,796,799
Deficit - beginning of period 46,452,660 45,738,598 45,056,506 -
-------------------------------------------------------------------------------------------------------------------------------
Deficit - end of period $ 49,796,799 $ 46,452,660 $ 45,738,598 49,796,799
===============================================================================================================================
Basic and diluted loss per share $ 0.07 $ 0.02 $ 0.02
=============================================================================================================
Weighted average number of shares outstanding 45,825,859 44,594,782 33,666,622
=============================================================================================================
The accompanying notes are an integral part of these consolidated financial statements.
Corriente Resources Inc.
(a development stage enterprise)
Consolidated Statements of Cash Flows
For the years ended December 31, 2005, 2004 and 2003
- --------------------------------------------------------------------------------------------------------------------------------
(expressed in Canadian dollars)
For the
Period from
Inception
(February
16, 1983 to
December
2005 2004 2003 31, 2005)
-------------------------------------------------------------------------------------------------------------------------------
Cash flows from (applied to) operating activities
Loss for the period $ (3,344,139) $ (714,062) $ (682,092) (49,796,799)
Items not affecting cash
Write-down of deferred power project 2,739,111 - - 2,739,111
Shares received on sale of assets (1,882,000) (549,000) (330,000) (3,254,486)
Stock-based compensation 1,224,274 709,424 762,558 3,340,921
Loss (gain) on sale of marketable securities 96,877 (199,323) (105,244) (1,125,312)
Depreciation 15,296 14,304 15,034 240,774
General exploration - - - 40,550
Write-down of mineral properties - - - 33,387,725
Write-down of capital assets - - - 3,080,392
Write-down of marketable securities - - - 374,838
Gain on sale of subsidiary - - - (65,000)
Foreign exchange loss on deposit - - - 50,528
Loss on disposal of capital assets - - - 41,417
Changes in non-cash working capital
Accounts receivable and prepaids (34,613) 111,785 (192,511) (115,945)
Accounts payable and accrued liabilities 229,677 325,229 286,524 (614,297)
-------------------------------------------------------------------------------------------------------------------------------
(955,517) (301,643) (245,731) (11,675,583)
-------------------------------------------------------------------------------------------------------------------------------
Cash flows from (applied to) investing activities
Mineral property costs (8,845,049) (8,627,262) (1,511,358) (59,310,035)
Deferred power project costs (1,034,449) (1,704,662) - (2,739,111)
Proceeds from sale of marketable securities 2,339,123 529,323 117,244 4,242,198
Payments to acquire property, plant and equipment (154,859) (213,820) (76,288) (2,042,353)
Refund of deposit - - - 222,634
-------------------------------------------------------------------------------------------------------------------------------
(7,695,234) (10,016,421) (1,470,402) (59,626,667)
-------------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities
Proceeds from issuance of share capital, net of issue
costs 28,488,614 4,232,862 18,803,133 105,700,688
Repayment of long-term debt - - - (1,684,586)
Deposit - - - (273,162)
-------------------------------------------------------------------------------------------------------------------------------
28,488,614 4,232,862 18,803,133 103,742,940
-------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents 19,837,863 (6,085,202) 17,087,000 32,440,690
Cash and cash equivalents - beginning of period 12,602,827 18,688,029 1,601,029 -
-------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents - end of period $ 32,440,690 $ 12,602,827 $ 18,688,029 32,440,690
===============================================================================================================================
-------------------------------------------------------------------------------------------------------------------------------
Supplemental cash flow information (note 10)
The accompanying notes are an integral part of these consolidated financial statements.
Corriente Resources Inc.
(a development stage enterprise)
Notes to Consolidated Financial Statements
December 31, 2005 and 2004
- --------------------------------------------------------------------------------
(expressed in Canadian dollars)
1 Nature of operations
Corriente Resources Inc. and its subsidiaries (collectively, "Corriente"
or "the company") are engaged in the exploration and development of
mineral properties in Ecuador, South America. The company considers itself
to be an exploration and development stage company.
The business of mining and exploring for minerals involves a high degree
of risk and there can be no assurance that current exploration and
development programs will result in profitable mining operations. The
recoverability of amounts shown for mineral properties is dependent upon
the discovery of economically recoverable reserves, the ability of the
company to obtain financing to complete their development and future
profitable operations or sale of the properties.
2 Significant accounting policies
Basis of presentation
These consolidated financial statements have been prepared in accordance
with generally accepted accounting principles in Canada which as described
in note 12, differ in certain respects from accounting principles
generally accepted in the United States of America.
Basis of consolidation
The consolidated financial statements include the accounts of the company
and its wholly-owned subsidiaries, Corriente Resources Inc. (Cayman), CTQ
Management Inc., Ecuacorriente S.A. (Ecuador), Minera Panantza B.V.
(Netherlands) and Minera Curigem S.A. (Ecuador).
Mineral properties
The Company capitalizes all costs related to investments in mineral
property interests on a property-by-property basis. Such costs include
mineral property acquisition costs and exploration expenditures. Costs are
deferred until such time as the extent of mineralization has been
determined and mineral property interests are either developed, the
property sold or the Company's mineral rights allowed to lapse.
All deferred mineral property expenditures are reviewed, on a
property-by-property basis, to consider whether there are any conditions
that may indicate impairment. When the carrying value of a property
exceeds its net recoverable amount that may be estimated by quantifiable
evidence of an economic geological resource or reserve or the Company's
assessment of its ability to sell the property for an amount less than the
deferred costs, provision is made for the impairment in value and the
property is written down to the estimated fair value.
The amounts shown for acquisition costs and deferred exploration
expenditures represent costs incurred to date and do not necessarily
reflect present or future values.
These costs are depleted over the useful lives of the properties upon
commencement of commercial production or written off if the properties are
abandoned, become impaired or the claims allowed to lapse.
1
Corriente Resources Inc.
(a development stage enterprise)
Notes to Consolidated Financial Statements
December 31, 2005 and 2004
- --------------------------------------------------------------------------------
(expressed in Canadian dollars)
Property, plant and equipment
Depreciation of vehicles, furniture, computer, field and communications
equipment is provided on a declining-balance basis over their estimated
useful lives at annual rates between 20% and 30%. Leasehold improvements
are depreciated on a straight-line basis over the term of the lease.
Deferred power project costs
Assets under construction or development are recorded as deferred
(capitalized) costs or construction in progress until they are operational
and available for use, at which time they are transferred to property,
plant and equipment or written off on abandonment.
General exploration
General exploration expenses, including the cost of evaluating potential
projects, are charged to operations as incurred.
Cash and cash equivalents
Cash and cash equivalents comprise cash and deposits with a term to
maturity at the date of purchase of 90 days or less.
Marketable securities
Marketable securities are carried at the lower of cost and quoted market
value.
Foreign currency translation
The company's subsidiaries are considered integrated foreign operations
and are translated using the temporal method. Monetary items are
translated at the exchange rate in effect at the balance sheet date;
non-monetary items are translated at historical exchange rates; revenue
and expense items are translated at the average rate of exchange for the
period, except for depreciation, which is translated at the same rate as
the assets to which they relate. Translation gains and losses are
reflected in loss for the year.
Income taxes
Income taxes are calculated using the liability method. Temporary
differences arising from the difference between the tax basis of an asset
or liability and its carrying amount on the balance sheet are used to
calculate future income tax liabilities or assets. Future income tax asset
and liabilities are measured using tax rates and laws that are expected to
apply when the temporary differences are expected to reverse. Assets are
recognized only to the extent it is more likely than not that they will be
realized.
2
Corriente Resources Inc.
(a development stage enterprise)
Notes to Consolidated Financial Statements
December 31, 2005 and 2004
- --------------------------------------------------------------------------------
(expressed in Canadian dollars)
Loss per share
Loss per share is calculated based on the weighted average number of
common shares issued and outstanding during the year. The effect of
potential issuances of shares under options and warrants would be
anti-dilutive, and therefore basic and diluted losses per share are the
same.
Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions which affect the reported amounts of assets and liabilities
and the disclosure of contingent assets and liabilities at the date of the
financial statements and revenues and expenses for the period reported.
Significant estimates that involve highly subjective assumptions by
management include the company's estimate of stock-based compensation
expense and its assessment of possible impairment of its mineral
properties. Actual results could differ from those reported.
Stock-based compensation plan
The company has a stock-based compensation plan as described in note 6(c).
The company applies the fair value method of accounting for all stock
options granted. Under this method, stock-based compensation on options
granted to employees, directors and consultants is recorded as an expense
in the period the options are vested, based on the estimated fair value at
the measurement date using the Black-Scholes Option Pricing Model.
Asset Retirement Obligations
On January 1, 2004, the Company adopted the new accounting standard for
asset retirement obligations, Canadian Institute of Chartered Accountants
("CICA") Section 3110. The standard requires that the fair value of a
liability for an asset retirement obligation be recognized in the period
in which it is incurred if a reasonable estimate of fair value can be
made. The associated asset retirement costs are capitalized as part of the
carrying amount of the long-lived asset.
There is no material impact on the consolidated financial statements
resulting from the adoption of Section 3110 either in the current or prior
periods presented.
Variable Interest Entities
Effective January 1, 2005, the Company adopted Accounting Guideline
AcG-15, "Consolidation of Variable Interest Entities", which requires
consolidation of entities in which the Company has a controlling financial
interest. The Company has determined that it has no variable interest
entities.
Comparative Figures
Certain comparative figures have been reclassified to conform to the
presentation adopted in the current period.
3
Corriente Resources Inc.
(a development stage enterprise)
Notes to Consolidated Financial Statements
December 31, 2005 and 2004
- --------------------------------------------------------------------------------
(expressed in Canadian dollars)
3 Mineral properties
Corriente Copper Belt, Ecuador
Under various agreements signed with certain Ecuadorian subsidiaries of
BHP Billiton LLC ("BHP Billiton"), the company has earned a 100% interest
in BHP Billiton's resource properties located in the Rio Zamora copper
porphyry district (Corriente Copper Belt), in Ecuador. This required the
issue of shares to BHP Billiton and the expenditure of exploration funds
under the terms of these agreements. Additionally, these resource
properties are subject to a 2% Net Smelter Royalty ("NSR") payable to BHP
Billiton, though the company has options to reduce the NSR to 1% for the
Mirador/Mirador Norte, Panantza and San Carlos resource properties upon
the payment of US$2 million for each option exercised to BHP Billiton.
During 2004, J. David Lowell exercised his option to acquire the company's
interest in the Warintza resource concession in exchange for his 10%
interest in Corriente's interests in the remaining concessions in the
Corriente Copper Belt. As a result, the company has complete ownership of
its Corriente Copper Belt resource properties. Mineral property costs
associated with the Warintza property, in the amount of $2,461,946, were
re-allocated to the company's other Corriente Copper Belt resource
properties (Mirador - $1,918,400 and Panantza/San Carlos - $543,546) at
December 31, 2004.
4
Corriente Resources Inc.
(a development stage enterprise)
Notes to Consolidated Financial Statements
December 31, 2005 and 2004
- --------------------------------------------------------------------------------------------------------------------------------
(expressed in Canadian dollars)
Following is a summary of the company's deferred mineral property expenditures.
Corriente Copper Belt Mirador/ Panantza/ San Other Total
Mirador Norte Carlos (1)
- --------------------------------------------------------------------------------------------------------------------------------
Balance December 31, 2002 $ 8,808,104 $ 2,495,629 $ 3,376,439 $ 14,680,172
Property acquisition 200,524 20,080 329,260 549,864
Deferred exploration and development costs 941,449 87,404 298,431 1,327,284
- --------------------------------------------------------------------------------------------------------------------------------
Balance December 31, 2003 9,950,077 2,603,113 4,004,130 16,557,320
Property acquisition 493,112 5,309 - 498,421
Deferred exploration and development costs
and re-allocation
9,441,051 935,674 (2,212,255) 8,164,470
- --------------------------------------------------------------------------------------------------------------------------------
Balance December 31, 2004 19,884,240 3,544,096 1,791,875 25,220,211
Property acquisition 386,955 - - 386,955
Deferred exploration and development costs 8,412,692 160,627 25,470 8,598,789
- --------------------------------------------------------------------------------------------------------------------------------
Balance December 31, 2005 $ 28,683,887 $ 3,704,723 $ 1,817,345 $ 34,205,955
================================================================================================================================
(1) - comprised of the La Florida, San Luis, San Marcos, San Miguel, Sutzu
and Trinidad copper and copper-gold exploration targets in the Corriente
Copper Belt
Other
In 2003, the company sold its shares of its wholly-owned subsidiaries,
Corriente Argentina Inc. (Cayman) and Corriente Argentina S.A.
(Argentina), including its 100% interest in the Taca-Taca property in
Argentina. These assets were written off in previous years. The following
summarizes the amounts due from the purchaser to the company according to
the original agreement:
o US $25,000 on the Closing Date (received in 2002);
o US $25,000 cash and 100,000 shares of the purchaser one year from the
date of the Agreement (received in 2003);
o 100,000 shares of the purchaser two years from the date of the
agreement (received in 2004);
o 100,000 shares of the purchaser three years from the date of the
agreement (received in 2005);
5
Corriente Resources Inc.
(a development stage enterprise)
Notes to Consolidated Financial Statements
December 31, 2005 and 2004
- --------------------------------------------------------------------------------
(expressed in Canadian dollars)
o US $100,000 four years from the date of the agreement;
o US $1,000,000 five years from the date of the agreement;
o US $1,000,000 upon the Taca-Taca property achieving commercial
production.
On March 22, 2005 the company and the purchaser executed an amending
agreement whereby the payments due in years four and five of the agreement
were changed to one final tranche of 100,000 shares of the purchaser on
the amending date. US $1,000,000 remains due from the purchaser upon the
Taca-Taca property achieving commercial production. As collectibility of
this amount remains uncertain, this amount will be recorded when received.
The company realized a total gain of $1,882,000 based on the market value
of the 200,000 shares of the purchaser received in 2005. These shares were
subject to a hold period which expired in July 2005. During the hold
period, the purchaser underwent a reorganization in April 2005, at which
time the company received an equivalent 200,000 shares of each of the four
post-reorganization companies. With the exception of 200,000 shares in one
of the post-reorganization companies which remains non-public and without
market value, all of the shares were sold by the company before the end of
2005.
The Polymet plant site in Bolivia (which was previously written off in
1998) was sold during 2003. The company has received full consideration,
totalling $570,841 (including $88,320 received in 2005) from the
purchaser.
Mineral Property Titles
Although the Company has taken steps to verify the title to mineral
properties in which it has an option to acquire, these procedures do not
guarantee that the titles are without defects. Property title may be
subject to unregistered prior agreements, transfers or claims of ownership
by third parties.
4 Property, plant and equipment
2005 2004
----------------------------------------------------------------------------------------------------------------------
Accumulated Accumulated
Cost Depreciation Net Cost Depreciation Net
$ $ $ $ $ $
----------------------------------------------------------------------------------------------------------------------
Computer equipment 218,291 161,620 56,671 191,058 143,482 47,576
Vehicles 201,965 50,796 151,169 220,560 55,333 165,227
Office furniture and
equipment 71,742 57,638 14,104 67,832 53,432 14,400
Field equipment 57,326 22,665 34,661 38,576 12,717 25,859
Communications equipment 18,284 9,272 9,012 18,284 4,597 13,687
----------------------------------------------------------------------------------------------------------------------
567,608 301,991 265,617 536,310 269,561 266,749
======================================================================================================================
5 Deferred power project costs
In March 2004, the company entered into an Agreement with Hidrelgen, S.A.
(Hidrelgen), an associated company of Caminosca Caminos y Canales C.
Limitada (collectively referred to as Caminosca), to develop, construct,
and operate a 30 megawatt run-of-river hydroelectric generation facility
with the associated
6
Corriente Resources Inc.
(a development stage enterprise)
Notes to Consolidated Financial Statements
December 31, 2005 and 2004
- --------------------------------------------------------------------------------
(expressed in Canadian dollars)
switchgear and transmission lines on the Sabanilla River (Sabanilla Power
Project, or SPP), to supply power to Corriente's planned Mirador copper
mine.
During 2005, the Agreement lapsed and because of the uncertainty of the
company's negotiations with Caminosca and the exploration of other power
alternatives, deferred power project costs of $2,739,111 associated with
SPP have been written off by the company at December 31, 2005.
6 Share capital
a) Authorized
100,000,000 common shares without par value
b) Issued
On February 7, 2003 the company completed a non-brokered private
placement of 1,000,000 units at a price of $1.00 per unit for gross
proceeds of $1.0 million before issue costs of $6,250. Each unit
issued comprised one common share and one common share purchase
warrant. Each common share purchase warrant entitles the holder to
purchase one common share at a price of $1.10 on or before February 7,
2005. All of these warrants were exercised before the expiry date.
On October 9, 2003, the company completed a non-brokered private
placement of 2,000,000 common shares at a price of $1.95 per share for
proceeds of $3.9 million.
On November 5, 2003, the company completed a brokered private
placement of 4,750,000 units at a price of $2.50 per unit for gross
proceeds of $11.875 million before issue costs of $809,381. Each unit
issued comprised one common share and one-quarter of one common share
purchase warrant. Each whole share purchase warrant was exercisable at
a price of $3.00 for a period of 18 months, subject to the right of
the company to accelerate the expiry of the warrants if the company's
common shares traded above $4.00 for twenty consecutive trading days,
in any period after March 8, 2004. During 2004, warrants to acquire
193,750 common shares were exercised and the remaining 993,748
warrants expired unexercised in 2005.
On December 29, 2005, the company completed a brokered private
placement of 7,605,000 common shares at a price of $3.95 pursuant to
its short form prospectus dated December 19, 2005 to raise gross
proceeds of $30,039,750 before issue costs of $2,186,386.
c) Stock options
The company has a stock option plan whereby the company may grant
options to its directors, officers, employees and consultants of up to
a total of 6,524,830 common shares (of which 2,855,000 are outstanding
and 3,546,000 have been exercised since the inception of the company's
stock option plan in 1996, leaving 123,830 available for grant). The
exercise price of each option is determined in accordance with the
company's stock option plan. The option term and vesting period is
determined by the Board of Directors, within regulatory guidelines.
7
Corriente Resources Inc.
(a development stage enterprise)
Notes to Consolidated Financial Statements
December 31, 2005 and 2004
- -------------------------------------------------------------------------------------------------------------------------------
(expressed in Canadian dollars)
2005 2004 2003
------------------------------------------------------------------------------------------------------------------------------
Weighted Weighted Weighted
average average average
Number of exercise Number of exercise Number of exercise
Shares price shares price shares price
Options outstanding -
Beginning of year 2,390,000 $ 1.46 2,190,000 $ 0.96 2,490,000 $ 1.65
Granted 940,000 2.49 515,000 3.33 1,530,000 0.98
Exercised (475,000) 0.92 (315,000) 0.97 (575,000) 0.81
Terminated - - - - (150,000) 1.95
Expired - - - - (1,105,000) 2.50
------------------------------------------------------------------------------------------------------------------------------
Options outstanding - End of
year 2,855,000 $ 1.89 2,390,000 $ 1.46 2,190,000 $ 0.96
==============================================================================================================================
Options outstanding and
exercisable - End of
year 2,855,000 $ 1.89 2,177,500 $ 1.28 2,190,000 $ 0.96
==============================================================================================================================
During the year ended December 31, 2005 the company has recorded the
estimated fair value of the 940,000 (2004 - 515,000, 2003 -
1,530,000) options granted and vested as stock-based compensation
expense of $1,224,274 (2004 - $709,424, 2003 - $762,558). This fair
value is estimated using the Black-Scholes Option Pricing Model with
the following assumptions.
2005 2004 2003
---------------------------------------------------------------------------------------------------------
Risk-free interest rate 2.95-3.19% 2.71-3.71% 3.05-3.78%
Expected dividend yield - - -
Expected stock price volatility 68-71% 67-72% 66-81%
Expected option life in years 3 3 3
---------------------------------------------------------------------------------------------------------
Option pricing models require the input of highly subjective
assumptions including the expected price volatility. Changes in the
subjective input assumptions can materially affect the fair value
estimate, and therefore the existing models do not necessarily
provide a reliable measure of the fair value of the company's stock
options.
The estimated fair value assigned to the stock options exercised
during the years ended December 31, 2005, 2004 and 2003 was credited
to share capital.
8
Corriente Resources Inc.
(a development stage enterprise)
Notes to Consolidated Financial Statements
December 31, 2005 and 2004
- ------------------------------------------------------------------------------------------------------------------------
(expressed in Canadian dollars)
Exercise Estimated Fair
Number of Price Value
options $ Expiry dates $
-----------------------------------------------------------------------------------------------------------------
Balance - December 31, 2002 2,490,000 644,665
-----------------------------------------------------------------------------------------------------------------
Exercised (500,000) 0.79 January 9, 2005 (245,481)
Exercised (75,000) 0.91 June 6, 2005 (41,128)
Expired (775,000) 3.00 April 7, 2003 -
Expired (330,000) 1.33 August 29, 2003 -
Terminated (150,000) 1.95 March 9, 2004 -
Granted 25,000 1.14 March 5, 2006 15,903
Granted 695,000 0.90 May 28, 2006 305,432
Granted 480,000 0.89 July 28, 2006 224,802
Granted 330,000 1.28 September 10, 2006 216,421
-----------------------------------------------------------------------------------------------------------------
(300,000) 475,949
-----------------------------------------------------------------------------------------------------------------
-
Balance - December 31, 2003 2,190,000 1,120,614
-----------------------------------------------------------------------------------------------------------------
Exercised (100,000) 1.02 March 11, 2005 (62,449)
Exercised (125,000) 0.91 June 6, 2005 (68,547)
Exercised (70,000) 0.90 May 28, 2006 (30,763)
Exercised (20,000) 1.28 September 10, 2006 (13,116)
Granted 275,000 3.32 February 9, 2007 411,702
Granted 100,000 3.16 June 1, 2007 155,528
Granted 100,000 3.55 July 21, 2007 78,689
Granted 40,000 3.25 September 28, 2007 63,505
-----------------------------------------------------------------------------------------------------------------
200,000 534,549
-----------------------------------------------------------------------------------------------------------------
Balance - December 31, 2004 2,390,000 1,655,163
-----------------------------------------------------------------------------------------------------------------
Exercised (235,000) 0.91 June 6, 2005 (128,868)
Exercised (200,000) 0.79 October 9, 2005 (98,192)
Exercised (20,000) 0.90 May 28, 2006 (8,789)
Exercised (20,000) 2.27 July 25, 2008 (21,339)
Granted 100,000 2.15 June 1, 2008 104,250
Granted 540,000 2.27 July 25, 2008 576,164
Granted 300,000 2.99 September 6, 2008 422,475
Vested July 21, 2007 97,517
Vested February 9, 2007 23,867
-----------------------------------------------------------------------------------------------------------------
465,000 967,085
-----------------------------------------------------------------------------------------------------------------
Balance - December 31, 2005 2,855,000 2,622,248
=================================================================================================================
9
Corriente Resources Inc.
(a development stage enterprise)
Notes to Consolidated Financial Statements
December 31, 2005 and 2004
- ------------------------------------------------------------------------------------------------------------------------
(expressed in Canadian dollars)
The following table summarizes information about stock options
outstanding and exercisable at December 31, 2005:
Options outstanding and
Exercise prices exercisable at December 31, 2005 Remaining contractual life (years)
-----------------------------------------------------------------------------------------------------------------------
$ 3.55 100,000 1.6
3.32 275,000 1.1
3.25 40,000 1.7
3.16 100,000 1.4
2.99 300,000 2.7
2.27 520,000 2.6
2.15 100,000 2.4
1.28 310,000 0.7
1.14 25,000 0.2
0.90 605,000 0.4
0.89 480,000 0.6
-----------------------------------------------------------------------------------------------------------------------
2,855,000 1.3
=======================================================================================================================
Subsequent to December 31, 2005 the company granted 25,000 stock
options to a new director at an exercise price of $4.50 and 400,000
options to senior management at a price of $5.25. The latter grant is
subject to shareholder approval at the company's May 2006 annual
general meeting and these options vest on the basis of 1/20th of the
total each month (from grant date). Such vesting would be accelerated
based on the attainment of identified milestones.
10
Corriente Resources Inc.
(a development stage enterprise)
Notes to Consolidated Financial Statements
December 31, 2005 and 2004
- -----------------------------------------------------------------------------------------------------------------------
(expressed in Canadian dollars)
d) Share Purchase Warrants
Exercise Assigned Fair
Number of Price Value
warrants $ Expiry dates $
-----------------------------------------------------------------------------------------------------------------
Balance - December 31, 2002 5,046,294 501,051
-----------------------------------------------------------------------------------------------------------------
Issued 1,000,000 1.10 February 7, 2005 -
Issued 250,000 0.80 May 29, 2005 96,455
Issued 1,187,498 3.00 May 5, 2005 -
Exercised (250,000) 0.80 (98,741)
Exercised (250,000) 0.80 (71,585)
Exercised (812,289) 1.00 -
Exercised (186,917) 0.90 -
Exercised (740,740) 1.35 -
Expired (250,000) 0.80 April 20, 2003 (60,472)
Expired (250,000) 0.80 May 29, 2003 (193,781)
-----------------------------------------------------------------------------------------------------------------
(302,448) (328,124)
-----------------------------------------------------------------------------------------------------------------
-
Balance - December 31, 2003 4,743,846 172,927
-----------------------------------------------------------------------------------------------------------------
Exercised (1,965,488) 1.00 -
Exercised (90,860) 0.90 -
Exercised (1,000,000) 1.10 -
Exercised (193,750) 3.00 -
Exercised (250,000) 0.80 (76,472)
-----------------------------------------------------------------------------------------------------------------
(3,500,098) (76,472)
-----------------------------------------------------------------------------------------------------------------
Balance - December 31, 2004 1,243,748 96,455
-----------------------------------------------------------------------------------------------------------------
Expired (993,748) 3.00 May 5, 2005 -
Exercised (250,000) 0.80 (96,455)
-----------------------------------------------------------------------------------------------------------------
(1,243,748) (96,455)
-----------------------------------------------------------------------------------------------------------------
Balance - December 31, 2005 - -
=================================================================================================================
No share purchase warrants were issued in 2004 or 2005.
The fair value assigned to the share purchase warrants exercised
during the years ended December 31, 2003, 2004 and 2005 was credited
to share capital. The fair value assigned to the share purchase
warrants that expired during the years ended December 31, 2005 and
2003 was credited to contributed surplus.
11
Corriente Resources Inc.
(a development stage enterprise)
Notes to Consolidated Financial Statements
December 31, 2005 and 2004
- --------------------------------------------------------------------------------
(expressed in Canadian dollars)
7 Related party transactions and balances
Included in management fees, wages and benefits and in mineral properties
and investor relations are expenditures of $48,599 (2004 - $124,194, 2003
- $263,088), $60,500 (2004 - $Nil, 2003 - $127,067) and $Nil (2004 -
$66,667, 2003 - $36,000), respectively, for the year ended December 31,
2005 in respect of administrative and technical services provided by
companies affiliated with employed officers. At December 31, 2005 $15,000
(2004 - $1,538, 2003 - $Nil) was due to these companies affiliated with
employed officers.
8 Income taxes
The reconciliation of income taxes attributable to continuing operations
computed at statutory rates to the income tax expense/(recovery) is as
follows:
2005 2004 2003
---------------------------------------------------------------------------------------------------------------------
34.12% 35.62% 35.62%
---------------------------------------------------------------------------------------------------------------------
Income tax benefit computed at
Canadian statutory rates $ (1,141,020) $ (254,348) $ (256,603)
Difference in foreign tax rates (438,922) (263,663) (364,698)
Permanent differences 1,162,583 953,603 288,106
Decrease in tax rates 207,049 - -
Share issuance costs and other (753,076) - (290,528)
Change in valuation allowance 963,386 (435,592) 623,723
---------------------------------------------------------------------------------------------------------------------
$ - $ - $ -
=====================================================================================================================
The significant components of the company's future income tax assets are
as follows:
2005 2004 2003
---------------------------------------------------------------------------------------------------------------------
Future income tax assets
Net tax losses carried forward $ 2,348,685 $ 1,798,535 $ 1,632,789
Resource pools 2,730,220 2,836,521 3,341,539
Capital assets and other 801,220 281,683 378,002
---------------------------------------------------------------------------------------------------------------------
5,880,125 4,916,739 5,352,331
Valuation allowance (5,880,125) (4,916,739) (5,352,331)
---------------------------------------------------------------------------------------------------------------------
$ - $ - $ -
=====================================================================================================================
At December 31, 2005, the company has Canadian losses for tax purposes of
approximately $6,640,000 which expire on various dates to 2015.
9 Segmented information
The company operates within a single operating segment, which is mineral
exploration. The company's mineral property interests are in Ecuador,
South America, as set out in note 3. Geographic segmentation of property,
plant and equipment and mineral properties is as follows:
12
Corriente Resources Inc.
(a development stage enterprise)
Notes to Consolidated Financial Statements
December 31, 2005 and 2004
- --------------------------------------------------------------------------------
(expressed in Canadian dollars)
2005 2004
------------------------------------------------------------------------------------------------------------
Property, Property,
Mineral plant and Mineral plant and Deferred power
properties equipment properties equipment project costs
Canada $ - $ 48,128 $ - 43,583 $ -
Ecuador 34,205,955 217,489 25,220,211 223,166 1,704,662
------------------------------------------------------------------------------------------------------------
$ 34,205,955 $ 265,617 $ 25,220,211 266,749 $ 1,704,662
============================================================================================================
10 Supplemental cash flow information
Cash and cash equivalents at December 31 comprise the following:
2005 2004 2003
--------------------------------------------------------------------------------------------------------------------
Cash on hand and balances with banks $ (16,750) $ 178,997 $ 184,094
Short-term investments 32,457,440 12,423,830 18,503,935
--------------------------------------------------------------------------------------------------------------------
$ 32,440,690 $ 12,602,827 $ 18,688,029
====================================================================================================================
During the years ended December 31, 2005, 2004 and 2003, the company
conducted non-cash operating, investing and financing activities as
follows:
2005 2004 2003
------------------------------------------------------------------------------------------------------------------------------
Mineral properties - non-cash deferred exploration $ (54,658) $ (35,630) (25,019)
Mineral properties - non-cash acquisition payments $ - $ - (328,955)
Marketable securities received from sale of subsidiary company $ 1,882,000 $ 549,000 330,000
Shares issued for mineral property acquisition costs $ - $ - 232,500
Share purchase warrants issued for mineral property acquisition costs $ - $ - 96,455
------------------------------------------------------------------------------------------------------------------------------
11 Financial instruments
The company does not use any derivative financial instruments. At December
31, 2005 the carrying value of cash and cash equivalents, accounts
receivable, accounts payable and accrued liabilities approximate their
fair values because of the short-term nature of the instruments.
During the year, the company sold all of its marketable securities on hand
for gross proceeds of $2,339,123, incurring a loss of $96,877. As of
December 31, 2005 marketable securities held by the company, carried at a
cost of $Nil (2004 - $554,000), had a quoted market value of $Nil (2004 -
$595,000). At December 31, 2005 the company holds 200,000 shares of a
company that remains non-public and does not have a quotable market value.
Accordingly, these securities are being carried by the company at a Nil
value.
13
Corriente Resources Inc.
(a development stage enterprise)
Notes to Consolidated Financial Statements
December 31, 2005 and 2004
- --------------------------------------------------------------------------------
(expressed in Canadian dollars)
12 Reconciliation to United States Generally Accepted Accounting Principles
("GAAP")
The consolidated financial statements have been prepared in accordance
with Canadian GAAP which differs in certain respects from those principles
that the Company would have followed had its consolidated financial
statements been prepared in accordance with United States GAAP.
Significant measurement differences that materially affect these
consolidated financial statements are as follows:
o As described in Note 2, Canadian GAAP allows for the deferral of
exploration expenditures and deferred power project costs. Under
United States GAAP, the Company expenses, as incurred, exploration
costs relating to unproven mineral properties and deferred power
project costs. When proven and probable reserves are determined
for a property and a feasibility study has been prepared,
subsequent development costs of the property would be capitalized.
o Under U.S. GAAP, marketable securities are classified as trading
or available-for-sale. Gains and losses on trading securities are
recognized currently, whether or not realized. Securities are
carried on the balance sheet at their fair value and unrealized
gains and losses on available-for-sale securities are excluded
from earnings and recorded as a separate component of
shareholders' equity. Carrying values of available-for-sale
securities which are considered impaired are written down and the
charge is recognized currently.
Had the Company followed United States GAAP, certain items in the
financial statements would have been reported as follows:
Statements of Loss and Deficit
Year Ended December 31,
----------------------------------------------------------------------------------------------------------------------------
2005 2004 2003
----------------------------------------------------------------------------------------------------------------------------
Net loss under Canadian GAAP $ 3,344,139 $ 714,062 682,092
Mineral exploration costs expensed under U.S. GAAP 2,741,988 8,164,470 1,327,284
----------------------------------------------------------------------------------------------------------------------------
Net loss under U.S. GAAP 6,086,127 8,878,532 2,009,376
Change in unrealized gain on available-for-sale securities 41,000 31,000 16,500
----------------------------------------------------------------------------------------------------------------------------
Comprehensive loss under U.S. GAAP $ 6,127,127 $ 8,909,532 2,025,876
============================================================================================================================
Basic and diluted loss per share, per U.S. GAAP $ 0.13 $ 0.20 0.06
============================================================================================================================
Weighted average number of shares outstanding 45,825,859 44,594,782 33,666,622
============================================================================================================================
14
Corriente Resources Inc.
(a development stage enterprise)
Notes to Consolidated Financial Statements
December 31, 2005 and 2004
- ------------------------------------------------------------------------------------------------------------------------------
(expressed in Canadian dollars)
Balance Sheets
2005 2004
- ------------------------------------------------------------------------------------------------------------------------------
Total assets under Canadian GAAP $ 67,100,008 $ 40,501,582
Adjustments to reconcile U.S. GAAP
Mineral exploration costs expensed under U.S. GAAP (22,297,442) (19,555,454)
Unrealized gain on available-for-sale securities - 41,000
- ------------------------------------------------------------------------------------------------------------------------------
Total assets under U.S. GAAP $ 44,802,566 $ 20,987,128
==============================================================================================================================
Shareholders' equity under Canadian GAAP $ 66,123,764 $ 39,755,015
Adjustments to reconcile U.S. GAAP
Mineral exploration costs expensed under U.S. GAAP (22,297,442) (19,555,454)
Unrealized gain on available-for-sale securities - 41,000
- ------------------------------------------------------------------------------------------------------------------------------
Total shareholders' equity under U.S. GAAP $ 43,826,322 $ 20,240,561
==============================================================================================================================
Statements of Cash Flows
Year Ended December 31,
- -----------------------------------------------------------------------------------------------------------------------------
2005 2004 2003
- -----------------------------------------------------------------------------------------------------------------------------
Cash applied to operating activities under Canadian GAAP $ (955,517) $ (301,643) $ (245,731)
Mineral exploration costs incurred in the year (8,598,789) (8,164,470) (1,327,284)
- -----------------------------------------------------------------------------------------------------------------------------
Cash applied to operating activities under U.S. GAAP $ (9,554,306) $ (8,466,113) (1,573,015)
=============================================================================================================================
Cash applied to investing activities under Canadian GAAP $ (7,695,234) $ (10,016,421) $ (1,470,402)
Mineral exploration costs incurred in the year 8,598,789 8,164,470 1,327,284
- -----------------------------------------------------------------------------------------------------------------------------
Cash applied to investing activities under U.S. GAAP $ 903,555 $ (1,851,951) $ (143,118)
=============================================================================================================================
Recent Accounting Pronouncements
Non-monetary Transactions
CICA Handbook Section 3831 "Non-Monetary Transactions" will be applicable
to the company commencing with the 2006 financial year.
Derivative Instruments
In January 2005, the Canadian Institute of Chartered Accountants (CICA)
issued three new standards relating to financial instruments. These
standards are applicable for fiscal years beginning on or after October 1,
2006. The company is currently reviewing the impact of these new
standards. These standards are as follows:
15
Financial Instruments - Recognition and Measurement, Section 3855
This standard prescribes when a financial asset, financial liability,
or non-financial derivative is to be recognized on the balance sheet
and whether fair value or cost-based measures are used. It also
specifies how financial instrument gains and losses are to be
presented.
Hedges, Section 3865
This standard is applicable when a company chooses to designate a
hedging relationship for accounting purposes. It builds on the
existing Accounting Guideline AcG-13 "Hedging Relationships", and
Section 1650 "Foreign Currency Translation", by specifying how hedge
accounting is applied and what disclosures are necessary when it is
applied.
Comprehensive Income, Section 1530
This standard introduces new rules for the reporting and display of
comprehensive income. Comprehensive income, which is currently
reported under US GAAP, is the change in shareholders' equity (net
assets) of an enterprise during a reporting period from transactions
and other events and circumstances from non-owner sources. It
includes all changes in equity during a period except those resulting
from investments by owners and distributions to owners. These items
include holding gains and losses on certain investments, gains and
losses on certain derivative instruments and foreign currency gains
and losses related to self-sustaining foreign operations (cumulative
translation adjustment).
Recent U.S. Accounting Pronouncements
During June 2005, the FASB issued SFAS No. 154, Accounting for Changes and
Error Corrections. The new standard requires that entities which make a
voluntary change in accounting principle apply that change retroactively
to prior period financial statements, unless this would be impracticable.
For changes in methods of depreciation, amortization or depletion for
long-lived assets, the change must be accounted for prospectively, as a
change in estimate. SFAS No. 154 is effective for the company's 2006
financial statements.
16
CAUTIONARY NOTE TO UNITED STATES INVESTORS
------------------------------------------
All resource estimates incorporated by reference in this annual report on Form
40-F have been prepared in accordance with Canadian National Instrument 43-101
and the Canadian Institute of Mining and Metallurgy Classification System. These
standards differ significantly from the requirements of the Securities and
Exchange Commission (the "Commission"), and resource information incorporated by
reference herein may not be comparable to similar information concerning U.S.
companies.
Without limiting the foregoing, this annual report on Form 40-F, including the
documents incorporated by reference herein, uses the terms "measured",
"indicated" and "inferred" resources. United States investors are advised that,
while such terms are recognized and required by Canadian securities laws, the
Commission does not recognize them. Under United States standards,
mineralization may not be classified as a "reserve" unless the determination has
been made that the mineralization could be economically and legally produced or
extracted at the time the reserve determination is made. United States investors
are cautioned not to assume that all or any part of measured or indicated
resources will ever be converted into reserves. Further, "inferred resources"
have a great amount of uncertainty as to their existence and as to whether they
can be mined legally or economically. It cannot be assumed that all or any part
of the "inferred resources" will ever be upgraded to a higher category.
Therefore, United States investors are also cautioned not to assume that all or
any part of the inferred resources exist, or that they can be mined legally or
economically. Accordingly, information concerning descriptions of mineralization
and resources contained in this annual report on Form 40-F or in the documents
incorporated by reference, may not be comparable to information made public by
United States companies subject to the reporting and disclosure requirements of
the Commission.
A. Disclosure Controls and Procedures
Disclosure controls and procedures are defined by the Commission as those
controls and other procedures that are designed to ensure that information
required to be disclosed by Corriente Resources Inc. (the "Registrant") in
reports filed or submitted by it under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), is recorded, processed, summarized and reported
within the time periods specified in the Commission's rules and forms. The
Registrant's Chief Executive Officer and Chief Financial Officer have evaluated
the Registrant's disclosure controls and procedures as of the end of the period
covered by this annual report on Form 40-F and have determined that such
disclosure controls and procedures are effective.
B. Changes in Internal Control Over Financial Reporting
Since the most recent evaluation of the Registrant's internal controls, there
has not been any significant change in the Registrant's internal control over
financial reporting that has materially affected or is reasonably likely to
materially affect, the Registrant's internal control over financial reporting.
C. Notice of Pension Fund Blackout Period
The Registrant was not required by Rule 104 of Regulation BTR to send any notice
to any of its directors or executive officers during the fiscal year ended
December 31, 2005.
D. Audit Committee Financial Expert
The composition of the Company's audit committee complies with the requirements
of applicable Canadian securities laws, the Toronto Stock Exchange and the
American Stock Exchange ("AMEX"). At December 31, 2005, the Registrant was not a
reporting company under the Exchange Act, and became a reporting company on
February 21, 2006. The Company intends to have an audit committee financial
expert in place for the review of the Company's financial statements for the
year ending December 31, 2006.
E. Code of Ethics
The Registrant has adopted a code of ethics that applies to all directors,
officers and employees. The Registrant will provide a copy of the code of ethics
without charge to any person that requests a copy by contacting the Chief
Financial Officer, Darryl F. Jones, at the address on the cover of this Form
40-F.
F. Principal Accountant Fees and Services
Audit Fees
The aggregate fees billed by Pricewaterhouse Coopers LLP, the Registrant's
Independent Registered Chartered Accountant, for the fiscal years ended December
31, 2004 and 2005 for professional services rendered by Pricewaterhouse Coopers
LLP for the audit of the Registrant's annual financial statements or services
that are normally provided by Pricewaterhouse Coopers LLP in connection with
statutory and regulatory filings or engagements for such years were Cdn$32,089
and Cdn$38,994, respectively.
Audit-Related Fees
The aggregate fees billed by Pricewaterhouse Coopers LLP for the fiscal years
ended December 31, 2004 and 2005 for assurance and related services rendered by
it that are reasonably related to the performance of the audit or review of the
Registrant's financial statements and are not reported above as audit fees were
Cdn$Nil and Cdn$89,788, respectively. Professional services provided in 2005
included audit related services in connection with the Registrant's offering of
common shares in December 2005 and the Registrant's initial filing of a
registration statement with the Commission.
Tax Fees
The aggregate fees billed by Pricewaterhouse Coopers LLP for the fiscal years
ended December 31, 2004 and 2005 for professional services rendered by it for
tax compliance, tax advice, tax planning and other services were Cdn$Nil and
Cdn$Nil, respectively.
All Other Fees
The aggregate fees billed by Pricewaterhouse Coopers LLP for the fiscal years
ended December 31, 2004 and 2005 for products and services provided by
Pricewaterhouse Coopers LLP, other than the services reported in the preceding
three paragraphs, were Cdn$Nil and Cdn$980, respectively. Other products and
services provided included discussions related to various corporate matters.
Audit Committee Pre-Approval Policies
All audit and non-audit services performed by the Registrant's auditor are
pre-approved by the audit committee of the Registrant.
G. Off-Balance Sheet Arrangements
The Registrant is not a party to any off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on its financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.
H. Tabular Disclosure of Contractual Obligations
As of the fiscal year ended December 31, 2005, the Company had normal trade
payables only, and does not have any future contractually committed calls on its
cash.
I. Critical Accounting Policies
A discussion of the Registrant's critical accounting policies can be found in
its Management's Discussion and Analysis of Financial Condition and Results of
Operations for the year ended December 31, 2005 under the heading "Critical
Accounting Policies" filed with the Commission as Document 2 herein.
J. AMEX Exemption
In connection with the Registrant's current application to list its common
shares on AMEX, the Registrant has requested a waiver, pursuant to the first
paragraph of Section 110 of the AMEX Company Guide, from the quorum requirement
set forth in Section 123 of the AMEX Company Guide on the basis that the
Registrant's existing quorum requirement complies with Canadian law and is
consistent with Canadian business practices. Under the Registrant's by-laws, the
quorum requirement for the transaction of business at a meeting of shareholders
is a minimum of two persons who are, or who represent by proxy, shareholders
who, in the aggregate, hold at least 5% of the issued shares entitled to be
voted at the meeting. The Registrant's quorum requirements are not prohibited by
the requirements of the Business Corporations Act (British Columbia) and the
Registrant intends to continue to comply with the requirements of the Business
Corporations Act (British Columbia). The rules of the Toronto Stock Exchange,
upon which the common shares are listed, do not contain a specific quorum
requirement.
K. Identification of the Audit Committee
The Registrant has a separately - designated standing Audit Committee. The
members of the Audit Committee are Leonard Harris (Chair), David G. Unruh, and
Richard P. Clark. Each member of the Audit Committee is independent, financially
literate and financially sophisticated.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. Undertaking
The Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to the securities in relation to which the obligation to file an annual
report on Form 40-F arises or transactions in said securities.
B. Consent to Service of Process
The Registrant has previously filed with the Commission a Form F-X in connection
with its common shares.
EXHIBITS
The following exhibits are filed as part of this annual report:
Number Document
------ --------
23.1 Consent of PricewaterhouseCoopers, LLP
23.2 Consent of Mine Development Associates
23.3 Consent of Mine Development Associates
31.1 Certification of CEO pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of CFO pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
33 Certification of CEO and CFO pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
Sarbanes-Oxley Act of 2002
SIGNATURE
Pursuant to the requirements of the Exchange Act, the Registrant
certifies that it meets all of the requirements for filing on Form 40-F and has
duly caused this annual report to be signed on its behalf by the undersigned,
thereto duly authorized.
CORRIENTE RESOURCES INC.
Dated: March 31, 2006 By: /S/ DARRYL F. JONES
---------------------------------
By: Darryl F. Jones
Title: Chief Financial Officer
EXHIBIT INDEX
Number Document
------ --------
23.1 Consent of PricewaterhouseCoopers, LLP
23.2 Consent of Mine Development Associates
23.3 Consent of Mine Development Associates
31.1 Certification of CEO pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of CFO pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
33 Certification of CEO and CFO pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002