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CONSOLIDATED FINANCIAL STATEMENTS

4 Aug 2011 07:30

RNS Number : 7118L
CIC Mining Resources Ltd
04 August 2011
 



 

FOR RELEASE: 7.30 AM, 4 August 2011

CIC Mining Resources Ltd

("CIC Mining Resources", the "Company", or "CICR")

 

CONSOLIDATED FINANCIAL STATEMENTS

for the twelve months ended January 31, 2011

 

(Expressed in Canadian dollars, unless otherwise stated)

 

Management's responsibility for financial reporting

The accompanying consolidated financial statements of The Company were prepared by management in accordance with International Financial Reporting Standards ("IFRS"). Management acknowledges responsibility for the preparation and presentation of the consolidated financial statements, including responsibility for significant accounting judgments and estimates and the choice of accounting principles and methods that are appropriate to the Company's circumstances. The significant accounting policies of the Company are summarized in Note 2 to the consolidated financial statements.

Management has established systems of internal control over the financial reporting process, which are designed to provide reasonable assurance that relevant and reliable financial information is produced.

The Board of Directors is responsible for reviewing and approving the consolidated financial statements and for ensuring that management fulfills its financial reporting responsibilities. An Audit Committee assists the Board of Directors in fulfilling this responsibility. The majority members of the Audit Committee are not officers of the Company. The Audit Committee meets with management as well as with the independent auditors to review the internal controls over the financial reporting process, the consolidated financial statements and the auditors' report. The Audit Committee also reviews the Annual Report to ensure that the financial information reported therein is consistent with the information presented in the financial statements. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the consolidated financial statements for issuance to the shareholders.

Management recognizes its responsibility for conducting the Company's affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.

Stuart J. Bromley

Chairman

Hu Ye

Chief Financial Officer

July 31, 2011

 

CIC Mining Resources Ltd

The Company is a consulting and advisory company, operating primarily in the mining and energy infrastructure sectors. The Company seeks to provide consulting and advisory services to entities operating at various stages of resource development, and the exclusive right to control the public listing process of any client company if the client company is an unlisted company.

 

Mining and energy infrastructure companies or projects will include those involved in the exploration for, and extraction of, base metals, precious metals, bulk commodities, thermal and metallurgical coals, industrial metals, hydrocarbons, renewables and new technologies, including single-asset as well as diversified natural resources companies.

 

The core services provided by CIC Mining Resources are: the Advisory Service which provides a range of technical, project management, strategic and commercial services; the Strategic Investment Service which helps companies source investment from industry partners for which the Company will typically receive an equity interest; and Advice on Listings where the Company helps the client realize value by listing on a Stock Exchange. www.cicresources.com

 

Forward-Looking Statements

This news release includes certain forward-looking statements that are based upon current expectations, which involve risks and uncertainties associated with the Company's business and the environment in which the business operates. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking, including those identified by the expressions "anticipate", "believe", "plan", "estimate", "expect", "intend", and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts, but reflect management's current expectations regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed under "Risk Factors" in the Company's Admission Document which can be found at the Company's profile on SEDAR www.sedar.com. The Company assumes no obligation to update the forward-looking statements, or to

Update the reasons why actual results could differ from those reflected in the forward-looking statements.

 

The full report and accounts have been sent to shareholders and are available on the Company's website: www.cicresources.com.

 

FOR FURTHER INFORMATION PLEASE CONTACT:

 

CIC Mining Resources Ltd

Stuart J. Bromley

+86 136 0113 1912

 

OR

 

GTH Communications

Toby Hall

+44 (0) 20 3103 3903

 

 

Cautionary Statement

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

CIC MINING RESOURCES LTD.

CONSOLIDATED BALANCE SHEETS

As at January 31, 2011 and 2010

(In Canadian Dollars)

 

2011

2010

ASSETS

Current Assets

Cash

$

4,851

$

45,280

Amounts receivable

31,722

15,541

Marketable securities (Note 5)

2,652

14,788

Prepaid expenses and deposits

56,652

124,485

95,877

200,094

Property and equipment (Note 6)

9,246

18,973

$

105,123

$

219,067

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities

Accounts payable and accrued liabilities

$

2,077,707

$

849,877

Income taxes payable (Note 8)

98,440

86,559

Due to related parties (Note 7)

907,800

293,571

3,083,947

1,230,007

Shareholder's Equity

Share capital (Note 9)

24,592,434

27,491,066

Contributed surplus (Note 9)

4,646,153

1,457,391

29,238,587

28,948,457

Deficit

(32,576,010)

 (30,228,835)

Accumulated other comprehensive income

358,599

269,438

(32,217,411)

(29,959,397)

(2,978,824)

 (1,010,940)

$

105,123

 $

219,067

Nature of Operations and Going Concern - Note 1

Commitments - Note 10

Contingencies - Note 11

Subsequent Event - Note 12

APPROVED ON BEHALF OF THE BOARD:

"Hu Ye "

Director

"Kevin Li "

Director

See Accompanying Notes to the Consolidated Financial Statements

 

 

CIC MINING RESOURCES LTD.

 

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 

For the Years Ended January 31, 2011 and 2010

(In Canadian Dollars)

 

 

 

2011

2010

 

Revenue

 

Consulting and advisory services (Note 13)

$

446,878

$

-

 

 

General and administrative costs

 

Amortization

9,221

475,004

 

Bank charges and interest on outstanding taxes

180,426

3,280

 

Consulting fees

-

70,854

 

Filing fees and transfer agent

28,716

24,063

 

Director insurance

5,000

-

 

Management fees (Note 7)

338,011

301,979

 

Meals and entertainment

2,631

14,949

 

Office and administration

108,429

242,733

 

Professional fees

210,572

261,283

 

Rent

284,630

548,534

 

Salaries

160,250

200,343

 

Stock based compensation

285,130

62,984

 

AIM listing expenses (Notes 1 and 12)

1,076,669

-

 

Travel and promotion

75,743

76,188

 

Total general and administrative costs

2,765,428

2,282,194

 

 

Loss before other items

(2,318,550)

(2,282,194)

 

 

Other income (expense)

 

Gain (loss) on sale of marketable securities (Note 5)

(14,329)

360,952

 

Impairment of intangible assets

-

(930,000)

 

Impairment of resource properties

-

(40)

 

Loss before income taxes

(2,332,879)

(2,851,282)

 

Income tax (Note 8)

14,296

 87,867

 

 

Net loss for the year

$

(2,347,175)

$

(2,939,149)

 

 

Other comprehensive income (loss)

$

(97,838)

$

474,035

 

 

Comprehensive loss

$

(2,445,013)

$

(2,465,114)

 

 

Basic and fully diluted loss per share

$

(0.02)

$

(0.02)

 

 

Weighted average number of shares outstanding

153,600,803

126,331,161

 

 

See Accompanying Notes to the Consolidated Financial Statements

 

 

 

 

 

 

CIC MINING RESOURCES LTD.

STATEMENTS OF CASH FLOWS

For the Years Ended January 31, 2011 and 2010

(In Canadian Dollars)

 

2011

2010

 

Operating Activities

 Net loss for the year

 $

(2,347,175)

$

(2,939,149)

Items not affecting cash:

 Service revenue compensated in shares (Note 13)

(210,496)

-

 Amortization

9,221

475,004

 Loss (gain) from disposal of marketable securities

14,329

(360,952)

 Stock based compensation for consultants

-

1,975

 Stock based compensation

285,130

62,984

 Write down of resource properties

-

40

 Write down of intangible asset

-

930,000

(2,248,991)

(1,830,098)

Changes in operating assets and liabilities:

 Amounts receivable

(16,181)

(3,128)

 Prepaid expenses

67,833

150,326

 Income tax payable

11,881

-

 Accounts payable and accrued liabilities

1,276,440

(180,728)

 Cash provided by (used in) operating activities

(909,018)

(1,836,628)

 Financing Activities

 Proceeds from share issuance

5,000

-

 Increase in amounts due to related parties

662,839

1,350,941

 Cash provided by financing activities

667,839

1,350,941

 Investing Activity

 Proceeds from disposal of marketable securities

200,750

555,362

 Cash provided by investing activities

200,750

555,362

 Increase (decrease) in cash during the year

(40,429)

42,675

 Cash, beginning of the year

45,280

2,605

 Cash, end of the year

$

4,851

$

45,280

 Supplemental disclosure of cash flow information:

 Cash paid for:

 Interest

$

-

$

-

 Income taxes

$

-

$

-

Non-cash transactions - Note 13

See Accompanying Notes to the Consolidated Financial Statements

CIC MINING RESOURCES LTD.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

For the Years Ended January 31, 2011 and 2010

(In Canadian Dollars)

 

Number of shares

Amount

Contributed Surplus

AccumulatedDeficit

 Accumulated Other Comprehensive Loss

Balance, January 31, 2009

110,045,322

$ 24,014,849

$ 1,392,432

$ (27,289,686)

$ (204,597)

Issued for cash

Pursuant to private placement

34,762,170

3,476,217

-

-

-

Stock-based compensation

-

-

64,959

-

-

Net loss for the year

-

-

-

(2,939,149)

-

Foreign exchange translation

-

-

-

-

523,100

Reversal of unrealized gain on securities disposal

-

-

-

-

(58,199)

Unrealized gain on available for sale securities

-

-

-

-

9,134

Balance, January 31, 2010

144,807,492

$ 27,491,066

$ 1,457,391

$ (30,228,835)

$ 269,438

Issued for cash

Pursuant of private placement

350,000

17,500

Share subscription receivable

-

(12,500)

-

-

-

Top up of January 31, 2010 private placement

25,294,285

-

-

-

-

Cancellation of shares in escrow

(18,000,000)

(2,903,632)

2,903,632

-

-

Stock based compensation

-

-

285,130

Net loss for the year

-

-

-

(2,347,175)

-

Foreign exchange translation

-

-

-

-

96,713

Reversal of unrealized gain on securities disposal

-

-

-

-

(8,677)

Unrealized gain on available for sale securities

-

-

-

-

1,125

Balance, January 31, 2011

152,451,777

$ 24,592,434

$ 4,646,153

$ (32,576,010)

$ 358,599

 

 

 

CIC Mining Resources Ltd.

Notes to the Consolidated Financial Statements

For the Years Ended January 31, 2011 and 2010

 

1. NATURE of operations

 

CIC Mining Resources Ltd. (the "Company") is a public company incorporated on June 20, 2003 under the Canada Business Corporations Act listed on the Canadian National Stock Exchange (CNSX) and is a consulting and advisory company, operating preliminary in the mining and energy infrastructure sectors. Its strategy is to assist in finding pre-IPO funding for its client companies and to assist them in identifying suitable potential investors and/or strategic partners for their projects. In November 2010, the Company's primary listing moved to the AIM market of the London Stock Exchange. The Company also trades on the Frankfurt Stock Exchange. The Company subsequently de-listed its shares from trading on the CNSX as of June 24, 2011 (see also Note 12).

 

These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Values ultimately realized for assets carried in the consolidated financial statements may be substantially different from the carrying values shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classifications of assets and liabilities should the Company be unable to continue as a going concern. At January 31, 2011, the Company had an accumulated deficit of $32,576,010 since its inception, had a working capital deficiency of $2,988,070 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

 

2. Significant Accounting Policies

 

Presentation and Consolidation

 

These consolidated financial statements have been presented in Canadian dollars and include the accounts of the Company and its wholly-owned subsidiaries, China CIC Mining Resources Limited Beijing Representative Office ("CICMR"), and Top Ten Mining Investment Limited ("Top Ten"). Prior to the January 31, 2008 fiscal year, these two subsidiaries were considered inactive and all transactions related to the Company's PRC operations were recorded directly by CIC Mining Resources Ltd. in its own accounts. Effective February 1, 2008 the Company used these subsidiaries to conduct the majority of its operations in PRC and they became active. Accordingly, the assets, obligations and operations of these subsidiaries were consolidated with those of the Company from that date forward. All significant inter-company transactions and balances have been eliminated upon consolidation.

 

Use of Estimates

 

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and could impact future results of operations and cash flows.

 

Marketable Securities

 

Marketable securities include shares of a public company received as part of service revenue. These shares have been categorized as available for sale financial instruments and as such are carried at fair value. Adjustments to fair value are recorded in other comprehensive income unless there is a loss in value that is other than temporary, in which case the adjustment to fair value is included in income and not reversed for future fair value changes.

 

Foreign Currency Translation

 

The Company's functional currency is the Canadian dollar. The functional currency of the Company's wholly-owned subsidiaries, CICMR and Top Ten is the PRC Renminbi ("RMB"). On February 1, 2008 the Company changed its foreign currency translation policy from the temporal to the current rate translation method because the primary business focus of the company had changed and there were significant changes to the facts and circumstances primarily affecting the Company's foreign exchange exposure. Prior to February 1, 2008 the Company considered itself to be an exploration stage resource company focused on acquiring and exploring mineral properties in PRC, and was considered to be dependent on financing from outside PRC to sustain its exploration activities.

 

Effective February 1, 2008, the Company changed its primary focus to being a consultant and facilitator for the negotiation, development, promotion and financing of PRC resource projects in exchange for fees. As a result, the majority of the Company's activities are not only carried out in PRC but it also receives consideration from its PRC clients in the form of cash, equity participation, royalty participation, or other rights, and it is no longer dependent on its Canadian operation for financial backing. In addition, the majority of the Company's costs of operations are primarily local PRC costs and the majority of its consulting services are performed in PRC. Accordingly, management considers these PRC operations to be self-sustaining foreign operations and accordingly, the financial statements of CICMR and Top Ten are translated into Canadian dollars using the current rate method, as follows:

 

i) Assets and liabilities, at the rate of exchange in effect as at the balance sheet date;

 

ii) Revenues and expenses items (including amortization), at the rate of exchange in effect on the dates on which such items are recognized in income during the period.

 

Exchange gains and losses arising from the translation of the financial statements are recognized in a separate component of other comprehensive income.

Revenue Recognition

 

The Company earns its revenue by using its expertise to perform consulting, advisory, and facilitation services to development and exploration stage resource companies and projects in PRC. Consideration received by the Company may include cash, shares, securities or options of other companies, royalty participation or other rights, or options to acquire properties, rights or projects.

 

Service revenue is generally recognized when persuasive evidence of an arrangement exists, the value is fixed or determinable, performance has occurred and there is reasonable assurance of collection.

 

The Company's policy for recognizing revenues is as follows:

 

i) Cash consideration is recognized once the service has been performed, the consideration has been earned, the cash has either been received or there is reasonable assurance of prompt collection, any obligation to return or refund the consideration has lapsed or been waived, and a formal arrangement between the parties exists.

 

ii) Shares or options received as consideration are recognized when the services have been performed or the agreed effort has been expended, pursuant to a contract or agreement, the securities have been received by the Company, and the value of the securities received is measurable with reasonable accuracy.

 

iii) Royalty participation or other rights are recognized only once it is established that a royalty has been received or a right has been realized, generally when the right is sold or otherwise liquidated, a contract or arrangement exists, and the consideration received is measurable.

 

iv) Options to acquire properties or projects received as consideration are recognized once the option is sold or once the option has been exercised and the resulting assets obtained are liquidated or otherwise disposed.

 

Stock-based Compensation

 

The Company has a stock option plan, which is described in Note 9. The Company recognizes stock-based compensation expense in accordance with CICA Handbook Section 3870, "Stock-Based Compensation and Other Stock-Based Payments". When stock or stock options are issued to employees, compensation expense is recognized based on the fair value of the stock or stock options issued on the date of grant, over the vesting period of the stock or stock options. Stock-based payments to non-employees are measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measurable. The fair value of stock-based payments to non-employees is periodically re-measured until counterparty performance is complete, and any change therein is recognized over the period and in the same manner as if the Company had paid cash instead of paying with or using equity instruments. The cost of stock-based payments to non-employees that are fully vested and non-forfeitable at the grant date is measured and recognized at that date. On the exercise of stock options, share capital is credited for consideration received and for fair value amounts previously credited to contributed surplus.

 

Property and Equipment

 

Property and equipment are recorded at cost. Amortization is provided using the straight-line method to write off the costover the estimated useful lives of the assets as follows:

 

Office, furniture and computer equipment 5 Years

 

The Company reviews the carrying values of its property and equipment for impairment whenever events or changes in circumstances indicate their carrying values may exceed their estimated net recoverable amounts determined by reference to estimated future operating results and undiscounted net cash flows. An impairment loss is recognized when the carrying value of those assets exceeds their fair value.

 

 

Comprehensive Income

 

This standard requires the presentation of a statement of comprehensive income and its components. Comprehensive income includes both net earnings and other comprehensive income. Other comprehensive income includes holding gains and losses on available for sale investments, gains and losses on certain derivative financial instruments and foreign currency gains and losses relating to self-sustaining foreign operations.

 

Future Income Taxes

 

Future income taxes are recorded using the asset and liability method whereby future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment or enactment occurs. To the extent that the Company does not consider it more likely than not that a future tax asset will be recovered, it provides a valuation allowance against the excess.

 

Basic and Diluted Loss Per Share

 

Basic loss per share is computed by dividing the loss for the year by the weighted average number of common shares outstanding during the year. Diluted loss per share reflects the potential dilution that could occur if potentially dilutive securities were exercised or converted to common shares. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method. Common equivalent shares consisting of shares issuable on the exercise of common share purchase options and warrants were not included in the computation of diluted loss per share because the effect was anti‑dilutive.

 

Recent Accounting Pronouncements

 

In October 2009, the Accounting Standards Board issued a third and final IFRS Omnibus Exposure Draft confirming that publicly accountable enterprises will be required to apply IFRS, in full and without modifications, for all financial periods beginning January 1, 2011. The Company's adoption of IFRS on February 1, 2011 requires the restatement, for comparative purposes, of amounts reported by the Company for the year ended January 31, 2011, including the opening balance sheet as at February 1, 2010.

 

 

3. CAPITAL MANAGEMENT

 

The Company's objectives for the management of capital are to safeguard the Company's ability to continue as a going concern including the preservation of capital and to achieve reasonable returns on invested cash after satisfying the objective of preserving capital.

 

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. The Company considers its cash to be its manageable capital. The Company's policy is to maintain sufficient cash to cover operating costs over a reasonable future period. There are no external restrictions on management of capital.

 

4. FINANCIAL INSTRUMENTS AND CREDIT RISK

Classification

Financial instruments are classified into one of five categories: held-for-trading, held-to-maturity investments, loans and receivables, available-for-sale financial assets or other financial liabilities. All financial instruments are measured at fair value except for loans and receivables, held-to-maturity investments and other financial liabilities which are measured at amortized cost. Subsequent measurement and accounting for changes in the values of these investments will depend on their initial classification as follows: held-for-trading financial assets are measured at fair value with changes in fair value recognized in operations. Available-for-sale financial instruments are measured at fair value with changes in fair value recorded in other comprehensive income until the change in value is realized or the instrument is derecognized or permanently impaired.

The Company has classified its cash as held-for-trading. Amounts receivable are classified as loans and receivables and are measured at amortized cost with a subsequent measurement reduction for an allowance for doubtful accounts or a provision for impairment. Accounts payable, short-term loan payable, and amounts due to related parties are classified as other liabilities.

The following table summarizes information regarding the carrying values of the Company's financial instruments:

2011

2010

Held for trading (i)

 

$

4,851

$

 

45,280

Loans and receivables (ii)

 

31,722

15,541

Other financial liabilities (iii)

 

2,985,507

742,182

Available for sale (iv)

2,652

5,654

 

(i) Cash

(ii) Amounts receivable

(iii) Accounts payable, short-term loan payable and amounts due to related parties

(iv) Marketable securities

 

Fair values

The Company's financial instruments consist of cash, marketable securities, amounts receivable, accounts payable, and amounts due to related parties. The carrying amounts of these financial instruments are a reasonable estimate of their fair values because of their current nature. The marketable securities are carried at fair values based on quoted market prices.

The Company classifies its fair value measurements in accordance with an established hierarchy that prioritizes the inputs in valuation techniques used to measure fair value as follows:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 - Inputs that are not based on observable market date.

The following table sets forth the Company's financial assets measured at fair value by level within the fair value hierarchy:

Level 1

Level 2

Level 3

Total 2011

Cash and cash equivalents

4,851

-

-

4,851

Marketable securities

2,652

-

-

2,652

7,503

-

-

7,503

 

Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and amounts receivable. To minimize its credit risk the Company deposits its cash in bank accounts with financial institutions. Transaction costs are expensed as incurred.

Financial assets past due

At January 31, 2011, the Company did not have any amounts receivable considered doubtful.

The Company reviews financial assets past due on an ongoing basis with the objective of identifying potential matters which could delay the collection of funds at an early stage. Once items are identified as being past due, contact is made with the respective company to determine the reason for the delay in payment and to establish an agreement to rectify the breach of contractual terms. At January 31, 2011, the Company had no provision for doubtful accounts.

Liquidity Risk

The Company does not have sufficient cash to meet its short-term general and administrative expenditures and its current liabilities. All of the Company's financial liabilities have contractual maturities of 30 days or are due on demand.

Market Risk

Market risk is the risk to the Company that the fair value or future cash flows of financial instruments will fluctuate due to changes in interest rates and foreign currency exchange rates. Market risk arises as a result of the Company generating revenues and incurring expenses in foreign currencies, holding cash and cash equivalents which earn interest, and having operations based in countries using currencies other than the Canadian dollar.

Interest Rate Risk

The Company does not currently have financial instruments that expose the Company to interest rate risk.

Foreign Exchange Risk

The Company's financial instruments are substantially all denominated in Chinese RMB and the Canadian dollar. Fluctuations in the exchange rates between the RMB and Canadian dollar could have a material effect on the Company's business and on the reported amounts of various financial instruments. The Company does not utilize any financial instruments or cash management policies to mitigate the risks arising from changes in foreign currency rates.

 

At January 31, 2011, approximately 83% of the Company's net liabilities are denominated in Chinese RMB and are exposed to foreign exchange risk.

Sensitivity Analysis

The Company has completed a sensitivity analysis to estimate the impact on net income that a change in foreign exchange rates or interest rates would have had in the 2011 year. This sensitivity analysis includes the following assumptions:

 

·; Changes in individual foreign exchange rates do not cause foreign exchange rates in other countries to alter

·; Changes in market interest rates do not cause a change in foreign exchange rates

 

The results of the foreign exchange rate sensitivity analysis would not have affected net income significantly, but would have affected other comprehensive income and accumulated other comprehensive income only.

 

Limitations of sensitivity analysis

The above table demonstrates the effect of either a change in foreign exchange rates or interest rates in isolation. In reality, there is a correlation between the two factors.

Additionally, the financial position of the Company may vary at the time that a change in either of these factors occurs, causing the impact on the Company's results to differ from that shown above.

 

 

5. Marketable securities

 

In 2009, the Company received 6,000,000 shares from Sirius Exploration PLC ("Sirius"), a Company listed on the Alternative Investment Market of the London Stock Exchange, for assisting Sirius in obtaining a 3% Net Profit Interest in the Bishop Tungsten Mine in China. In 2010, the Company disposed of 5,800,000 shares and recognized a capital gain on disposal of marketable securities of $360,952. In September 2010, the Company received a further 2,000,000 shares from Sirius for services in assisting Sirius to facilitate a Memorandum of Understanding ("MOU") with Chinese Potash Company Sino-Agri Mining Industry Co., Ltd. These shares, along with 190,000 of the shares that remained at January 31, 2010, were sold during the year for a combined capital loss of $14,329. There are 10,000 shares remaining as at year end.

 

 

6. PROPERTY AND EQUIPMENT

 

2011

2010

 

Cost

Accumulated

Amortization

Net Book

Value

Net Book

Value

Office, furniture and equipment

$ 36,856

$ 27,610

$ 9,246

$ 18,973

 

 

7. Related Party Transactions

 

The Company incurred the following expenses with directors or companies related by way of officers in common and with a company with whom a director is associated. These costs were measured at the amounts agreed upon by the parties.

 

2011

2010

Management fees

$ 338,011

$ 301,979

$ 338,011

$ 301,979

 

These entities are owed $907,800 as at January 31, 2011 (2010 - $293,571) and these amounts are non-interest bearing, unsecured and have no fixed terms of repayment.

 

 

8. income taxes

 

Portions of the PRC operations are taxable on a notional determination of taxable income at prescribed rates using statutory calculations based on certain actual expenditures, which gives rise to a PRC tax provision. A reconciliation of income taxes at statutory rates to the reported income tax provision is as follows:

 

2011

2010

Basic Canadian statutory and provincial income tax rates

28.5%

31.0%

Expected tax recovery on net loss, before income tax

$

280,826

$

883,000

Permanent differences

(222,835)

(47,000)

Effect of change in statutory tax rate

17,143

-

Difference related to PRC tax on notional taxable income

570

(87,867)

Increase in valuation allowance

(90,000)

(836,000)

$

(14,296)

$

(87,867)

The components of future income tax assets are as follows:

2011

2010

Future income tax assets

Non-capital loss carry-forwards

$

2,230,000

$

2,195,000

Share issue costs

-

8,000

Exploration and development expenses

4,391,000

4,390,000

Intangibles and cumulative eligible capital

496,000

496,000

7,117,000

7,089,000

Less: valuation allowance

(7,117,000)

(7,089,000)

-

$

-

 

 

 

 

 

 

 

 

 

The valuation allowance reflects the Company's estimate that the tax assets, more likely than not, will not be realized. The Company has available non-capital losses that may be carried forward to apply against future years' income for Canadian income tax purposes. These losses expire as follows:

Expiry Date

2015

121,000

2016

554,000

2027

1,985,000

2028

1,541,000

2029

2,711,000

2030

1,748,000

2031

260,000

8,920,000

 

 

9. share capital

 

Authorized:

 

Unlimited common shares without par value.

 

Issued and allotted shares outstanding:

 

Number of shares

 

Amount

Balance, January 31, 2009

110,045,322

 $

24,014,849

Issued for conversion of debt

Pursuant to private placement of shares and units

34,762,170

3,476,217

Balance, January 31, 2010

144,807,492

 $

27,491,066

Issued for cash

Pursuant to private placements of shares and units

350,000

17,500

Shares issued but unpaid

-

(12,500)

Issued for top up of previous private placement

25,294,285

-

Cancellation of escrow shares

(18,000,000)

(2,903,632)

Balance, January 31, 2011

152,451,777

 $

24,592,434

 

a) On February 4, 2008, the Company issued 13,620,000 units at US$0.20 per unit pursuant to a private placement. Each unit consists of one share and one share purchase warrant. Each warrant entitles the holder to purchase one common share at US$0.25 per share until February 4, 2010. The amounts due from the placement were paid directly by the purchaser to certain creditors of the Company. The Company has not allocated any of the consideration received to the warrants as they did not have any intrinsic value at the issue date.

 

b) On February 4, 2008, the Company issued 2,000,000 common shares valued at US$0.11 per share in accordance with the Benxi agreement (Notes 6(d)).

 

 

c) On February 12, 2008, the Company issued 500,000 units at US$0.10 per unit pursuant to a private placement. Each unit consists of one common share and one warrant exercisable for two years ending February 12, 2010 at US$0.15 per share for the first year and US$0.20 per share for the second year. The Company has not allocated any of the consideration received to the warrants as they did not have any intrinsic value at the issue date.

 

d) On October 14, 2008, the Company issued 500,000 units at CAD$0.10 per unit and 500,000 units at CAD$0.06 pursuant to private placements. The Company has not allocated any of the consideration received to the warrants as they did not have any intrinsic value at the issue date.

 

e) On October 29, 2008, the Company issued 500,000 units at CAD$0.10 per unit pursuant to a private placement. The Company has not allocated any of the consideration received to the warrants as they did not have any intrinsic value at the issue date.

 

f) On July 13, 2009, the Company issued 34,762,170 units at CAD$0.10 per unit pursuant to a private placement. Each unit consists of one common share and one share purchase warrant, each warrant entitling the holder thereof to purchase an additional common share of the Company at a price of CAD$0.15 per common share for 24 months from the date of issuance. The units were issued in exchange for conversion of short term loans payable to a shareholder, into shares. No value was allocated to the warrants as they had no intrinsic value at the issue date.

 

g) On July 14, 2010, the Company issued 350,000 units and their associated warrants. Of these units, CAD$5,000 have been paid, the remaining CAD$12,500 are considered subscription receivable from the shareholders.

 

h) On July 24, 2010, the Company issued 25,294,285 shares as a top up of the previous January 31, 2010 private placement as a result of settling a dispute over the trading value of the shares at the time of the original private placement. The additional top up shares issued have no assigned value, as they serve only to compensate the shareholder for excess payments already made to the Company by the shareholder as consideration for these shares.

 

i) On October 29, 2010, the Company cancelled the 18,000,000 escrow shares that remained at January 31, 2010, the amount of $2,903,632 paid with these shares was transferred to contributed surplus.

 

Escrow:

 

At January 31, 2011, no common shares were held in escrow (January 31, 2010: 18,000,000). The 18,000,000 units held in escrow at January 31, 2010 were cancelled on October 29, 2010.

 

Warrants:

 

The following is the summary of the changes in the Company's outstanding warrants at January 31, 2011 and 2010:

 

2011

2010

 

 

 

Warrants

Weighted Average Exercise Price

 

 

 

Warrants

Weighted Average Exercise Price

Balance of warrants at beginning of the period

50,382,170

$ 0.18

17,482,545

$ 0.24

Issued

350,000

0.10

34,762,170

0.15

Expired

(2,000,000)

0.28

(1,862,545)

0.15

Expired

(13,620,000)

0.25

-

-

Balance of warrants at end of the period

35,112,170

$ 0.15

50,382,170

$ 0.18

 

At January 31, 2011, the Company had 35,112,170 (January 31, 2010 - 50,382,170) warrants outstanding. Each warrant entitles the holder thereof the right to purchase one common share for each warrant held as follows:

 

 

 

Expiry date

 

 

Exercise price

2011

Number of warrants

2010

Number of warrants

February 4, 2010

$0.28

-

2,000,000

February 4, 2010

$0.25

-

13,620,000

July 13, 2011

$0.15

34,762,170

34,762,170

July 14, 2012

 $0.10

350,000

35,112,170

50,382,170

 

Share Purchase Options:

 

The Company has a stock option plan which authorizes the board of directors to grant incentive stock options to directors, officers and employees. The exercise price and vesting provisions of the options are determined by the board based on the market values of the shares using the closing price on the date prior to date of the grant. The continuity of options outstanding is as follows:

 

2011

2010

 

 

Stock

Options

Weighted Average Exercise Price

 

 

Stock Options

Weighted Average Exercise Price

Balance, beginning of year

5,175,000

$0.32

5,175,000

$0.32

Granted

10,600,000

0.05

-

-

Balance, end of year

15,775,000

$0.09

5,175,000

$0.32

Exercisable, end of year

15,775,000

5,062,500

 

 

 

On November 14, 2010, the Company changed the exercise price for 2,700,000 previously vested stock options. The exercise price for 1,000,000 stock options was changed to $0.05 from $0.75, 750,000 stock options was changed to $0.05 from $0.11, and 950,000 stock options was changed to $0.05 from $0.10.

 

On November 15, 2010, 9,900,000 stock options were granted to directors for their services to the Company and 700,000 stock options were granted to consultants for their legal and advisory services. All of these stock options vested immediately, expire on November 15, 2013, and have an exercise price of $0.05 per share.

As at January 31, 2011, there were 15,775,000 employee, director and consultant options outstanding. The weighted average remaining life for outstanding options is 1.68 years, and weighted average exercise price is $0.09.

 

 

Expiry date

Weighted average remaining life

 

Exercise price

Options Outstanding

Options Exercisable

August 9, 2011

0.52

$0.75

1,625,000

1,625,00

May 23, 2012

1.31

$0.68

100,000

100,000

October 17, 2012

1.79

$0.10

1,600,000

1,600,000

September 24, 2012

1.73

$0.10

150,000

150,000

February 7, 2013

2.02

$0.10

1,700,000

1,700,000

November 15, 2013

1.79

$0.05

10,600,000

10,600,000

1.68

$0.09

15,775,000

15,775,000

 

The fair value of the options granted and the options repriced during the year was $285,130. The assumptions usedin the Black-Scholes model and the resulting grant date fair value for the 10,600,000 options granted during the 2011 fiscal year are indicated below.

 

Risk-free interest rate

1.75%

Expected dividend yield

0%

Expected option life (years)

3.00

Expected stock price volatility

216%

Issue date fair value per option

$0.025

 

The assumptions used in the Black-Scholes model and resulting grant date fair value for the 2,700,000 options repriced during the 2011 fiscal year are indicated below.

 

Risk-free interest rate

1.56%

Expected dividend yield

0%

Expected option life (years)

1.21

Expected stock price volatility

222%

Issue date fair value per option

$0.02

 

 

10. COMMITMENTS

 

The Company entered into operating leases expiring in February, 2014 for office premises and equipment located in China. Minimum annual lease payments required are approximately as follows:

 

Year Ending January 31, 2012

$ 140,600

Year Ending January 31, 2013

140,600

Year Ending January 31, 2014

140,600

 

 

11. CONTINGENCIES

 

a) During the year ended January 31, 2007, the Company received invoices for additional drilling expenditures on the Golden Harvest property (formerly Tao Jin property) totalling $805,776 from CIC Resources Limited (Hong Kong), a private company controlled by a director of the Company. CIC Resources Limited (Hong Kong) had an agreement with Major Drilling China to carry out drilling on the Golden Harvest Property. A number of drilling problems were identified and CIC Resources Limited (Hong Kong) has accepted all liability for any monies owing to Major Drilling. The Company does not intend to pay CIC Resources Limited (Hong Kong) for any liabilities arising from any arbitration related to this dispute as CIC Resources Limited (Hong Kong) holds the contract with Major Drilling and the Company is of the opinion that it has no liability in this regard. Accordingly, no amounts have been accrued in relation to these matters and any amounts payable will be recognized if or when those amounts are quantifiable.

 

b) The Company and certain of its directors are defendants in an action in the Supreme Court of British Columbia commenced on June 26, 2005 whereby various parties have sought various damages from the Company and certain of its directors and a declaration that the Company has no interest in the properties known as the Golden Harvest property located in Li County, Long Nan District, Gansu Province, PRC, also known as the 25 Zone Lease and No. 5 Lease forming part of the Liba Project. The plaintiffs in this action also applied for leave to pursue a derivative action in the Supreme Court of British Columbia to cancel the 40,000,000 shares originally subject to the escrow agreement.The 40,000,000 escrow shares were cancelled before January 31, 2011.

 

The Company continues to incur costs to defend this action but is unable to predict its outcome.

 

All costs associated with defending this action are expensed as incurred and the Company has not recorded any accruals for damages after those direct costs incurred to date.

 

 

12. SUBSEQUENT EVENTS

a) On March 21, 2011, the Company entered into a construction contract with an arm's length party to renovate its office premise located in China. The contract price for the renovation is $137,986 (RMB 909,600)

 

b) On May 31, 2011, the Company became subject to a management initiated Cease Trade Order for not being able to timely file its audited consolidated financial statements.

c) On June 24, 2010, the Company obtained approval from the securities exchange to de-list from the Canadian National Stock Exchange (see also Note 1).

 

 

13. NON-CASH TRANSACTIONS

 

Investing and financing activities that do not affect cash flows are excluded from the statements of cash flows.

 

During the year ended January 31, 2011, the Company received shares of marketable securities valued at $210,496 at the time of receipt, in exchange for services rendered.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR SSEFADFFSEEA
12
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12

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