EX-99.2 4 d09896exv99w2.htm EX-99.2 FINANICAL STATEMENTS FOR YEAR END 5/31/03 exv99w2
 

Consolidated Financial Statements of

CALAIS RESOURCES INC.

Years ended May 31, 2003 and 2002

(In Canadian dollars)

1


 

AUDITORS’ REPORT

To the Shareholders of Calais Resources Inc.

We have audited the consolidated balance sheet of Calais Resources Inc. as at May 31, 2003 and 2002 and the consolidated statements of operations and deficit and cash flows for the years then ended. 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 audit 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 May 31, 2003 and 2002 and the results of its operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles. As required by the Company Act (British Columbia), we report that, in our opinion, these principles have been applied, after giving retroactive effect to the adjustments explained in Note 3 to the financial statements, on a basis consistent with that of the preceding year.

                 “signed KPMG LLP”

Chartered Accountants

Chilliwack, British Columbia

October 9, 2003

2


 

CALAIS RESOURCES INC.

Consolidated Balance Sheet

May 31, 2003 and 2002
                   
      2003   2002
     
 
              (Restated – Note 3)
Assets
               
Current assets:
               
 
Restricted cash (Note 7)
  $     $ 67,415  
 
Inventories
    283,301       283,301  
 
Prepaid expenses and deposits
          7,612  
 
   
     
 
 
    283,301       358,328  
Capital assets (Note 4)
    94,846       126,216  
Mineral properties (Note 5)
    13,206,552       12,709,871  
 
   
     
 
 
  $ 13,584,699     $ 13,194,415  
 
   
     
 
Liabilities and Shareholders’ Equity
               
Current liabilities:
               
 
Bank overdraft
  $ 7,586     $ 9,399  
 
Accounts payable and accrued liabilities
    974,816       659,154  
 
Note payable (Note 6)
    95,795        
 
Bank loan (Note 7)
    1,642,200       1,832,616  
 
   
     
 
 
    2,720,397       2,501,169  
Long-term debt (Note 8)
    4,624,916       4,573,136  
Advances from shareholders, without interest or fixed terms of repayment; unsecured
    697,573       546,138  
Shareholders’ equity:
               
 
Share capital (Note 9)
    23,457,480       22,897,780  
 
Deficit
    (17,915,667 )     (17,323,808 )
 
   
     
 
 
    5,541,813       5,573,972  
Future operations (Note 1)
               
Contingency (Note 12)
               
Commitments (Note 15)
               
Subsequent events (Note 16)
               
 
  $ 13,584,699     $ 13,194,415  
 
   
     
 
         
On behalf of the Board:    
         
    “T. Hendricks”   Director
         
    “A. Daher”   Director

See accompanying notes to consolidated financial statements.

3


 

CALAIS RESOURCES INC.

Consolidated Statement of Operations and Deficit

Years ended May 31, 3 and 2002
                   
      2003   2002
     
 
              (Restated – Note 3)
Revenues
  $     $  
Expenses:
               
 
Advertising
    3,846       1,947  
 
Amortization
    5,433       7,043  
 
Consulting fees
    44,789       91,500  
 
Filing fees, licenses, permits
    1,044       2,586  
 
Foreign exchange loss (gain)
    (249,440 )     4,699  
 
Insurance
    451       2,591  
 
Interest and bank charges
    624,073       318,553  
 
Office and general
    18,314       8,889  
 
Professional fees
    99,681       128,478  
 
Rent
    13,503       19,800  
 
Telephone
    12,750       13,997  
 
Transfer agent fees
    3,939       2,521  
 
Travel
    2,649       2,001  
 
Utilities
    12,360       10,820  
 
   
     
 
 
    593,392       615,425  
Loss before the undernoted
    (593,392 )     (615,425 )
Other income:
               
 
Gain on sale of capital assets
          7,142  
 
Interest income
    600       3,092  
 
Rental income
    933       2,978  
 
   
     
 
 
    1,533       13,212  
 
   
     
 
Loss for the year
    (591,859 )     (602,213 )
 
   
     
 
Deficit, beginning of year (Note 3)
    (17,323,808 )     (16,721,595 )
Deficit, end of year
  $ (17,915,667 )   $ (17,323,808 )
 
   
     
 
Net loss per common share, basic and diluted
  $ (0.05 )   $ (0.06 )
 
   
     
 
Weighted average common shares outstanding, basic and diluted
    10,962,795       10,334,635  
 
   
     
 

See accompanying notes to consolidated financial statements.

4


 

CALAIS RESOURCES INC.

Consolidated Statement of Cash Flows

Years ended May 31, 2003 and 2002
                       
          2003   2002
         
 
                  (Restated – Note 3)
Cash provided by (used in):
               
Operations:
               
   
Loss for the year
  $ (591,859 )   $ (602,213 )
   
Items not involving cash:
               
     
Accretion expense
    51,780       51,204  
     
Amortization
    5,433       7,043  
     
Shares issued for services
    143,234       141,300  
     
Warrants issued for services
    205,645        
     
Gain on sale of capital assets
          (7,142 )
     
Loss on settlement of accounts payable and accrued liabilities with issuance of shares
    1,911        
     
Foreign exchange loss (gain)
    (249,440 )     4,699  
Change in non-cash operating working capital:
               
   
Restricted cash
    67,415       (67,415 )
   
Other receivables
          818  
   
Prepaid expenses and deposits
    7,612        
   
Accounts payable and accrued liabilities
    307,499       (190,411 )
   
Note payable
    95,795        
 
   
     
 
 
    45,025       (662,117 )
Financing:
               
   
Bank loan
          1,832,616  
   
Advances from (to) shareholders
    129,184       (274,755 )
   
Long term debt
          (623,575 )
   
Issue of capital stock
    90,021        
 
   
     
 
 
    219,205       934,286  
Investments:
               
   
Mineral properties
    (262,030 )     (289,106 )
   
Proceeds from disposal of capital assets
          7,412  
   
Net additions to capital assets
    (387 )     (506 )
 
   
     
 
 
    (262,417 )     (282,200 )
 
   
     
 
Increase (decrease) in cash
    1,813       (10,031 )
Cash (bank overdraft), beginning of year
    (9,399 )     632  
 
   
     
 
Bank overdraft, end of year
  $ (7,586 )   $ (9,399 )
 
   
     
 
Supplementary cash flow information:
               
 
Interest paid
  $ 107,790     $ 195,877  
 
Income taxes paid
  $     $  
 
Interest received
  $ 600     $ 3,092  
 
Non cash transactions:
               
   
Shares issued to settle accounts payable and accrued liabilities
  $ 38,800     $  
   
Shares issued for mineral property development
  $ 82,000     $ 30,000  
   
Amortization capitalized to mineral properties
  $ 26,324     $ 36,645  
   
Accrued costs capitalized to mineral properties
  $ 126,327     $ 28,418  
   
Shares issued for repayment of shareholder advances
  $     $ 75,000  
   
Advances receivable allocated to mineral properties
  $     $ 122,806  

See accompanying notes to consolidated financial statements.

5


 

CALAIS RESOURCES INC.
Notes to Consolidated Financial Statements
Years ended May 31, 2003 and 2002

1   General and future operations:
 
    Calais Resources Inc. (the “Company”) was incorporated under the laws of the Province of British Columbia on December 30, 1986. The Company is currently in the process of exploring and developing various mineral properties to determine whether these properties contain ore reserves that are economically recoverable. The recoverability of the amounts shown for the mineral properties and related deferred costs is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete their development and upon future profitable production.
 
    These consolidated financial statements have been prepared on a going concern basis in accordance with Canadian generally accepted accounting principles. The going concern basis of presentation assumes that the Company will continue in operation for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business. There is doubt about the appropriateness of the use of the going concern assumption because the Company experienced losses in 2003 and 2002 and has experienced negative cash flow from operations over a number of years. In addition, the Company was in default on its US $1,200,000 bank loan as of May 31, 2003. (See Notes 7 and 16)
 
    Subsequent to the year end, the Company acquired US $4,500,000 in financing to repay the bank loan, trade creditors and provide operating funds (as described in Note 16). The Company is actively pursuing various additional options with potential lenders and investors which, if accepted, will in management’s view, enable the Company to achieve its business plans. No agreements with potential lenders or investors have been reached yet and there can be no assurance that such agreements will be reached.
 
    The ability of the Company to continue as a going concern and to realize the carrying value of its assets and discharge its liabilities when due is dependent on the successful completion of the actions taken or planned, some of which are described above, which management believes will mitigate the adverse conditions and events which raise doubt about the validity of the “going concern” assumption used in preparing these financial statements. As is common with companies with negative cash flows and losses, there is no certainty that these and other strategies will be sufficient to permit the Company to continue beyond May 31, 2004.
 
    The financial statements do not reflect adjustments that would be necessary if the “going concern” assumption were not appropriate. If the “going concern” basis was not appropriate for these financial statements, then adjustments would be necessary in the carrying value of assets and liabilities, the reported revenues and expenses, and the balance sheet classifications used.
 
2   Significant accounting policies:
 
(a)   Basis of consolidation:
 
    These financial statements include the accounts of the Company and its wholly-owned subsidiaries, Calais International Inc., Calais Resources Nevada Inc., and Calais Resources Colorado Inc. All material inter-company transactions and balances have been eliminated.

6


 

(b)   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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates.
 
(c)   Cash equivalents:
 
    Cash equivalents consist of short-term deposits with maturity of ninety days or less.
 
(d)   Financial instruments:
 
    The Company’s financial instruments consist of cash, accounts receivable, accounts payable, note payable, bank loans, long-term debt and advances from shareholders. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair values of these financial instruments approximate their carrying values, unless otherwise noted.
 
(e)   Inventories:
 
    Inventories consist of mining equipment held for resale. Inventories are recorded at the lower of cost or net realizable value.
 
(f)   Mineral properties:
 
    The Company is engaged in the acquisition, exploration and development of mineral properties. All acquisition, exploration and related direct overhead expenditures are deferred and will be depleted over the estimated life of the property. The estimated life of a property depends on whether the property contains economically recoverable reserves that can be brought into production. The costs relating to a property abandoned are written off when the decision to abandon is made.
 
    The total amount recorded for mineral properties and deferred exploration expenditures represents costs incurred to date and does not reflect present or future values.
 
    Proceeds from disposition of mineral properties are normally credited to the capitalized costs with no gain or loss being recognized unless the sale is significant to the capitalized property costs. For such significant dispositions, a gain or loss would be recognized.
 
(g)   Capital assets and amortization:
 
    Capital assets are recorded at cost and are amortized over the estimated useful life on the declining balance method at rates of 20% to 30% per annum. Amortization related to exploration and mining equipment is capitalized as a mineral property cost.
 
(h)   Foreign currency:
 
    Monetary items denominated in foreign currency are translated to Canadian dollars at exchange rates in effect at the balance sheet date and non-monetary items are translated at rates of exchange in effect when the assets were acquired or obligations incurred. Revenues and expenses are translated at rates in effect at the time of the transactions. Foreign exchange gains and losses are included in income.

7


 

(i)   Income taxes:
 
    The Company follows the asset and liability method of accounting for income taxes. Under this method, current taxes are recognized for the estimated income taxes payable for the current period. Future income taxes are provided based on the estimated future tax effects of temporary differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as the benefit of losses available to be carried forward to future years for tax purposes.

Future tax assets and liabilities are measured using enacted or substantively enacted tax rates that are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment or substantive enactment date. A valuation allowance is recorded for future tax assets when it is not more likely than not that such future tax assets will be realized.
 
(j)   Net loss per share:
 
    Basic net loss per share is computed using the weighted average number of common shares outstanding during the year. Diluted loss per share is computed using the weighted average number of common shares and potentially dilutive common shares outstanding during the year. As the Company has a net loss in the years ending May 31, 2003 and 2002, basic and diluted net loss per share are the same.
 
(k)   Stock based compensation:
 
    The Company has stock based compensation plans. No compensation expense is recognized for these plans when stock or stock options are issued to employees. Consideration paid by employees on the exercise of stock options is credited to common shares. For consideration paid to an employee for the repurchase of stock options, the excess of the consideration paid over the carrying amount of the stock option cancelled is charged to retained earnings.
 
3   Prior period adjustments:
 
    During the year, it was determined that the following had not been recorded in previously issued financial statements:
 
(a)   Beneficial conversion option related to the convertible debentures as described in Note 8.
 
(b)   Payable to a director for services related to the companies mineral properties.
 
(c)   Costs related to a previously abandoned mineral property.
 
    Accordingly, the prior year’s figures have been retroactively restated.
 
    The impact on previously reported amounts is as follows:

                         
    2002           2002
    previously           as
    reported   Adjustment   restated
   
 
 
Mineral properties
  $ 12,681,453     $ 28,418     $ 12,709,871  
 
   
     
     
 
Accounts payable and accrued liabilities
  $ 595,238     $ 63,916     $ 659,154  
 
   
     
     
 
Long-term debt
  $ 5,097,105     $ (523,969 )   $ 4,573,136  
 
   
     
     
 
Share capital
  $ 22,322,607     $ 575,173     $ 22,897,780  
 
   
     
     
 
Deficit, end of year
  $ (17,237,106 )   $ (86,702 )   $ (17,323,808 )
 
   
     
     
 
Interest and bank charges
  $ 267,349     $ 51,204     $ 318,553  
 
   
     
     
 
Loss for year
  $ 551,009     $ 51,204     $ 602,213  
 
   
     
     
 
Net loss per common share, basic and diluted
  $ (0.05 )           $ (0.06 )

8


 

4   Capital assets:

                   
      2003   2002
     
 
Cost
               
 
Land
  $ 8,215     $ 8,215  
 
Furniture
    10,947       10,947  
 
Computer equipment
    37,494       37,494  
 
Automotive equipment
    57,331       57,331  
 
Exploration/mining equipment
    498,988       498,988  
 
Software
    6,647       6,260  
 
   
     
 
 
    619,622       619,235  
Accumulated depreciation
               
 
Furniture
    7,783       7,065  
 
Computer equipment
    32,378       30,502  
 
Automotive equipment
    50,172       47,506  
 
Exploration/mining equipment
    428,149       401,825  
 
Software
    6,294       6,121  
 
   
     
 
 
    524,776       493,019  
 
   
     
 
Net book value
  $ 94,846     $ 126,216  
 
   
     
 

    Amortization of $26,324 (2002 - $36,645) related to exploration equipment was capitalized to mineral properties during the year.
 
5   Mineral properties:

                 
    2003   2002
   
 
            (Note 3)
Nevada U.S.A.
  $ 3,449,004     $ 3,297,789  
Colorado, U.S.A.
    9,466,230       9,268,024  
Panama, Central America
    291,318       144,058  
 
   
     
 
 
  $ 13,206,552     $ 12,709,871  
 
   
     
 

    Title to mining properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristics of many mining properties. The Company has investigated title to all of its mineral properties and, to the best of its knowledge, title to all of its properties are in good standing. The majority of the properties in which the Company has committed to earn an interest are located outside Canada. The Company is therefore relying on title opinions by legal counsel who are basing such opinions on the laws of the respective country.
 
(a)   Nevada, U.S.A.:
 
    In December 1994, the Company acquired a 51% interest in certain patented and unpatented claims located in Nevada from a company controlled by directors for $1,176,000 US plus a 5% net smelter royalty. The Company can also acquire a 100% interest in a further 89 claims in this property under this agreement.

9


 

    The Company entered into an agreement and settlement dated September 7, 2000 with Nevada Manhattan Mining Incorporated to settle and purchase Nevada Manhattan Mining Incorporated’s 24.5% interest in the property. The Company agreed to make four annual payments of US $75,000 each for a total of US $300,000. During the term of the agreement the Company has agreed to pay Nevada Manhattan Mining Incorporated a 2% net smelter return royalty. The Company can purchase the entire Nevada Manhattan Mining Incorporated interest and royalty at any time over a thirty-year period for US $7,500,000, which would include production royalties.

The Company also holds a 100% interest in 42 unpatented claims in the Manhattan Mining district by staking.
 
(b)   Colorado, U.S.A.
 
    Included in the Colorado properties is a 100% working interest in the Consolidated Caribou-Cross-Comstock-Panadora district mine area which the Company acquired in 1997 for US $4,000,000 in stock, cash and final property payments. After acquisition of 100% working interest the seller retains a 2% net smelter royalty interest in the property. The Company has the right to buy back half of the net smelter royalty (1%) for US $750,000. The seller has not sold any of the issued shares for this acquisition through May 31, 2002. During 2000, the Company acquired 100% ownership of 10 patented claims that are continuations of the historic Boulder County and Cardinal vein systems. The Colorado properties contain a well-documented mineral resource of 424,500 ounces of gold and 11,725,000 ounces of silver.
 
(c)   Panama, Central America:
 
    The Company owns hard rock mining concessions to 61,000 acres (24,686 hectares) in the eastern Veraguas District of Panama in Central America in 2001. The acquisition was made through a five-year agreement with Panama Mining of Golden Cycle Incorporated, the seller. The Company issued 100,000 shares of stock to the seller. The Company is obligated to pay the seller a 2% net smelter return on any hard rock mineral production. The Company can purchase the concessions from the seller at any time up to August 31, 2004 for US $2,500,000 (the “early purchase”). Upon completion of the early purchase the 2% net smelter return is reduced to 0.5%. The Company is obligated to pay the annual taxes and holding fees.
 
    The Company is also obligated to pay the seller a 6% gross royalty (“GSR”) on all placer gold mining production to a maximum GSR fee of US $5,000,000. Upon the total payment under the GSR reaching US $5,000,000, the GSR percentage is reduced to 1% for the balance of the life of placer production.

The Company acquired additional hard rock mining concessions of 13,590 acres (5,500 hectares) in the above-mentioned location in 2003. The acquisition was made through a new ten-year agreement with the seller, which replaces or amends the above-mentioned five-year agreement. Under this new agreement, the Company issued an additional 100,000 shares of stock, paid US $10,000 in cash and assumed US $15,750 of payables from the seller. The Company is also required to spend US $500,000 on exploration by February 28, 2004, under the terms of this new agreement.
 
6   Note payable:
 
    Note payable, to a director for US $70,000 (2002 - $nil) plus interest at 12% per annum due May 22, 2003; secured by inventories, convertible to 116,667 shares at US $0.60 per share. As consideration for note, the director was also provided with 82,500 stock options with an exercise price of $1.26.
 
    Subsequent to May 31, 2003, the note was repaid in full.

10


 

7   Bank loan:
 
    Loan payable with interest only payments at 10.5% per annum. Principal of US $1,200,000 due in full on December 16, 2002; secured by deed of trust over mineral properties. At May 31, 2003 the Company was in default with respect to this loan and, as a result, the interest rate on the loan was increased to 24% per annum.
 
    Subsequent to May 31, 2003, the Company reached an agreement with the bank, and paid all arrears interest and a US $120,000 principal repayment. As a result of this agreement the due date of the loan was extended to December 16, 2003 and the interest rate reduced to 10.5% from 24%.
 
    During August 2003, the balance outstanding on the loan of US $1,080,000 plus accrued interest was repaid in full (see Note 16).

Cash of $nil (2002 - $67,415) is held in an escrow account for monthly interest payments.
 
8   Long-term debt:

                 
    2003   2002
   
 
            (Note 3)
Debentures payable, without interest, due May 2011, convertible to common shares at an exercise price of $1.23 at holders discretion; unsecured
  $ 5,097,105     $ 5,097,105  
Less: Cumulative beneficial conversion option
    (472,189 )     (523,969 )
 
   
     
 
 
  $ 4,624,916     $ 4,573,136  
 
   
     
 

    Accretion expense on the beneficial conversion of $51,780 (2002 - $51,204) has been included in interest and bank charges for the year.
 
    All debentures are held by companies or persons related to a shareholder and director. It is not practicable to determine the fair value of the debentures and advances from shareholders due to their related party nature and the absence of a secondary market for such instruments.
 
9   Share capital:
 
(a)   Authorized: 100,000,000 Common shares without par value
 
(b)   Issued and outstanding shares:

                                 
            2003           2002
           
         
    Number           Number   (Note 3)
    of shares   Amount   of shares   Amount
   
 
 
 
Balance, beginning of year
    10,676,718     $ 22,897,780       9,855,718     $ 22,651,480  
Issued to settle debt
    62,500       38,800       250,000       75,000  
Issued for cash
    62,500       78,771              
Issued on exercise of options
    25,000       11,250              
Issued for services
    261,667       143,234       471,000       141,300  
Issued for acquisition of mineral properties
    100,000       82,000       100,000       30,000  
Warrants issued for services
          205,645              
 
   
     
     
     
 
Balance, end of year
    11,188,385     $ 23,457,480       10,676,718     $ 22,897,780  
 
   
     
     
     
 

11


 

    Included in issued and outstanding capital stock are 150,000 contingently cancelable shares that are held in escrow and may not be traded without regulatory approval.
 
(c)   Stock options:

                 
            Weighted
            average
            exercise price
Date   Number   per share

 
 
Issued and outstanding, May 31, 2001
    965,250     $ 0.45  
Issued in the year
    60,000       0.77  
 
   
     
 
Issued and outstanding, May 31, 2002
    10,025,250       0.47  
Issued in the year
    82,500       1.26  
Issued in the year
    15,000       0.45  
Exercised in the year
    (25,000 )     (0.45 )
Expired in the year
    (116,250 )     (0.45 )
 
   
     
 
Balance, May 31, 2003
    981,500     $ 0.54  
 
   
     
 

    Options outstanding at May 31, 2003 are as follows:

                                 
            Exercise price           Weighted average
    Number   per share   Expiry date   remaining life
   
 
 
 
Other
    60,000     $ 0.77     June 2003   0.1 years
Director and employee options
    684,000     $ 0.45     October 2003   0.4 years (i)
Director options
    82,500     $ 1.26     November 2004   1.5 years
Director and employee options
    155,000     $ 0.45     August 2005   2.3 years (ii)
 
   
                   
 
    981,500                     0.8 years
 
   
                   

    All outstanding options are exercisable when issued.
 
    (i)  185,000 of these options were exercised subsequent to year-end.
 
    (ii) 5,000 of these options were exercised subsequent to year-end.
 
(d)   Warrants:

                 
            Weighted average
            exercise price
    Number   per share
   
 
Issued and outstanding, May 31, 2001 and May 31, 2002
        $  
Issued in the year
    548,803     US $ 0.81  
 
   
     
 
Balance, May 31, 2003
    548,803     US $ 0.81  
 
   
     
 

    Warrants outstanding at May 31, 2003 are as follows:

                           
      Exercise           Weighted
      price per   Expiry   average
Number   warrant   date   remaining life

 
 
 
 
  62,500
  US $ 0.80     September 2003   0.3 years (i)
 
486,303
  US $ 0.81         October 2004   1.4 years

   
           
 
548,803
  US $ 0.81             1.3 years

   
           

(i)   These warrants were exercised subsequent to year-end.

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10   Income taxes:
 
    The Company has income tax loss carryforwards of approximately $2,828,000 which are available to reduce future taxable income. The benefits of the losses have not been recognized in the financial statements. The losses will expire as follows:

                         
    Canada   U.S.   Total
   
 
 
2004
  $ 547,000     $     $ 547,000  
2005
    13,000             13,000  
2006
    105,000             105,000  
2007
    222,000             222,000  
2008
    150,000             150,000  
2009
    259,000             259,000  
2010
    210,000             210,000  
2018
          444,000       444,000  
2019
          160,000       160,000  
2020
          76,000       76,000  
2021
          356,000       356,000  
2022
          259,000       259,000  
2023
          27,000       27,000  
 
   
     
     
 
 
  $ 1,506,000     $ 1,322,000     $ 2,828,000  
 
   
     
     
 

    Significant components of the Company’s future tax assets are shown below. A valuation allowance has been recognized to fully offset the net future tax assets as realization of such net assets is uncertain.

                   
      2003   2002
     
 
Future tax assets:
               
 
Operating loss carryforwards
  $ 1,120,000     $ 1,186,000  
 
Capital assets
          27,000  
 
   
     
 
 
    1,120,000       1,213,000  
Valuation allowance for future tax assets
    (1,109,000 )     (1,213,000 )
 
   
     
 
 
    11,000        
 
   
     
 
Future tax liabilities:
               
 
Capital assets
    (11,000 )      
 
   
     
 
Net future tax assets
  $     $  
 
   
     
 

11   Related party transactions:
 
    During the year, the Company paid, through the issuance of common stock, $21,400 (2002 - $82,500) to a director for various services provided to the Company throughout the year. The Company also paid a director $12,000 in stock (2002 - $30,000) for office rent.

These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
 
    Subsequent to year-end, a director obtained a personal mortgage (the “interim mortgage” – see Note 16(a)) in the amount of $587,680 in order to meet certain obligations of the Company. The interim mortgage was subsequently repaid by the Company (see Note 16(b)).

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12   Contingency:
 
    The Company is negotiating with a shareholder and director of the Company for claims of past wages, salary remuneration and expenses in the approximate amount of US $544,700 ($745,400 Cdn). Included in advances from shareholders is $343,400 Cdn provided for this claim. The claim is under negotiation, the outcome of which is undeterminable. Accordingly, no additional provision has been recorded. Additional amounts, if any, will be recorded in the period the claim is settled.
 
13   Segmented information:
 
    The Company operates principally in the mining industry segment.
 
    The Company’s operations are in the following geographical locations:

                   
      2003   2002
     
 
Net loss for the year:
               
 
Canada
  $ 468,604     $ 312,347  
 
United States
    123,255       289,866  
 
   
     
 
 
  $ 591,859     $ 602,213  
 
   
     
 
Identifiable assets at end of year:
               
 
Canada
  $ 290,092     $ 291,949  
 
United States
    13,294,607       12,902,466  
 
   
     
 
 
  $ 13,584,699     $ 13,194,415  
 
   
     
 

14   Financial instruments:
 
    The Company holds various forms of financial instruments. The nature of these instruments and the Company’s operations expose the Company to foreign currency risk, interest rate risk and industry credit risk.
 
(a)   Foreign currency risk:
 
    A significant portion of the Company’s operations are located in the United States and the Company manages its exposure to foreign currency fluctuations by maintaining U.S. currency bank accounts and denominates its commitments and contracts in U.S. dollar equivalents.
 
(b)   Credit risk:
 
    The Company’s receivables are mainly for cost recoveries from related parties. The Company has no significant credit risk as it has the ability to net amounts receivable against accounts payable for services rendered by these parties.
 
15   Commitments:
 
(a)   The Company is committed under option and lease agreements to expend on exploration expenditures and property option payments amounts as disclosed in Notes 5 (a), (b), and (c) in the form of cash and/or stock as detailed therein.
 
(b)   On October 23, 2002, the Company entered into a one year advisory services agreement with a financial consulting firm. Under the terms of this agreement, the Company issued 150,000 shares that were restricted from trading for one year and provided a warrant for 486,303 shares at an exercise price of US $0.81.

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    A director of the Company also transferred 91,667 free-trading, non-encumbered shares to be held as collateral against 12 monthly payments of US $5,000 in consulting fees for a total of US $60,000. The Company replaced the directors free-trading shares with a new allotment of 91,667 shares that are restricted from trading for a one year period.
 
16   Subsequent events:
 
(a)   In June 2003, a director obtained a personal mortgage for US $587,680 to pay various liabilities on behalf of the Company. Prepaid interest and fees of US $87,680 were withheld, providing net cash funding of US $500,000 to the Company (the “interim mortgage”).
 
    The interim mortgage was used in part to rectify the default under the Company’s bank loan (Note 7). The interim mortgage was repaid in full with the proceeds of the financing described in Note 16(b).
 
(b)   In August 2003, the Company obtained US $4,500,000 in financing by way of a first mortgage on the Colorado, USA mineral properties. The total amount includes two years prepaid interest at a rate of 12.9% per annum or approximately US $1,000,000 providing net cash funding to the Company of approximately $3,500,000.
 
    The net cash proceeds of US $3,500,000 were used as follows:

         
Repayment of remaining bank loan (Note 7)
  $ 1,080,000  
Repayment of interim mortgage (Note 16(a))
    588,000  
Repayment of trade payables
    700,000  
Working capital
    1,037,000  
Financing costs
    95,000  
 
   
 
 
  $ 3,500,000  
 
   
 

    As consideration for this financing, the Company also issued 8,181,818 shares of stock at a deemed price of US $0.55 per share for a total financing fee of US $4,500,000. The financing fee will be recorded in the first quarter of fiscal 2004. 1,500,000 of these shares are to be placed in escrow by the lender and are to be used to satisfy the debt if and when the Company’s average share price reaches US $3.00 per share. The loan, if not repaid from the sale of escrowed shares, is due in full on July 31, 2005.
 
17   Comparative figures:
 
    Certain balances in the preceding period have been reclassified or restated (Note 3) to conform with the current year’s financial statement presentation.

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