-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ChlR9c7sF3iCA64/6LdQlgTXEn0Ix/yXemdUuOeUZq70SmRQdNQt6reRwshwkJxW Ijj3dilg0hncKOwKqLQKQQ== 0001062993-09-002260.txt : 20090626 0001062993-09-002260.hdr.sgml : 20090626 20090626161901 ACCESSION NUMBER: 0001062993-09-002260 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20090430 FILED AS OF DATE: 20090626 DATE AS OF CHANGE: 20090626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CANPLATS RESOURCES CORP CENTRAL INDEX KEY: 0001156297 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31190 FILM NUMBER: 09913232 BUSINESS ADDRESS: STREET 1: 999 WEST HASTINGS STREET SUITE 1510 CITY: VANCOUVER BC CANADA STATE: A1 ZIP: V6C 2W2 BUSINESS PHONE: 6046838218 MAIL ADDRESS: STREET 1: 999 WEST HASTINGS STREET SUITE 1510 CITY: VANCOUVER STATE: A1 ZIP: V6C 2W2 6-K 1 form6k.htm FORM 6-K Filed by sedaredgar.com - Canplats Resources Corporation - Form 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June, 2009

Commission File Number: 000-31190

CANPLATS RESOURCES CORPORATION
(Translation of registrant's name into English)

999 West Hastings Street, #1510
Vancouver, British Columbia
Canada V6C 2W2

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[ x ] Form 20-F    [           ] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [           ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [           ]

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [           ] No [ x ]

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _________


SUBMITTED HEREWITH

Exhibits

  99.1 Interim Financial Statements for the Period Ended April 30, 2009
     
  99.2 Management Discussion and Analysis for the Period Ended April 30, 2009
     
  99.3 Form 52-109F2- Certification of Interim Filings - Venture Issuer Basic Certificate - CEO
     
  99.4 Form 52-109F2- Certification of Interim Filings - Venture Issuer Basic Certificate - CFO

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  CANPLATS RESOURCES CORPORATION
  (Registrant)
     
Date: June 26, 2009 By: /s/ Bruce A. Youngman
    Bruce A. Youngman
     
  Title: President and COO

 


EX-99.1 2 exhibit99-1.htm INTERIM FINANCIAL STATEMENTS Filed by sedaredgar.com - Canplats Resources Corporation - Exhibit 99.1

CANPLATS RESOURCES CORPORATION

 

Interim Financial Report
April 30, 2009

 

 

NOTICE OF NO AUDITOR REVIEW OF INTERIM
CONSOLIDATED FINANCIAL STATEMENTS

 

These interim consolidated financial statements of the Company for the period ending April 30, 2009 have been prepared by management and have not been subject to review by the Company’s auditors.

 

 

 

 

 

 

#1510 – 999 West Hastings Street, Vancouver, B.C. CANADA V6C 2W2
Phone: (604) 629-8294             Fax: 604-683-8350



Canplats Resources Corporation
(An Exploration Stage Company)
Consolidated Balance Sheets
(expressed in Canadian dollars)

    April 30, 2009     July 31, 2008  
    $     $  
    (unaudited)        
             
ASSETS            
Current            
Cash and cash equivalents   3,953,000     7,343,000  
Receivables   16,000     23,000  
Prepaid expenses and deposits   97,000     96,000  
    4,066,000     7,462,000  
             
Valued added tax recoverable   57,000     1,115,000  
Property, plant and equipment, net (note 4)   70,000     61,000  
Mineral properties   16,435,000     14,042,000  
    20,628,000     22,680,000  
             
LIABILITIES AND SHAREHOLDER’S EQUITY            
Current            
Accounts payable and accrued liabilities   430,000     1,454,000  
Due to related parties (note 6)   -     183,000  
    430,000     1,637,000  
             
Future income tax liability   1,048,000     910,000  
    1,478,000     2,547,000  
Shareholders’ Equity            
Share capital (note 5)   24,610,000     24,365,000  
Valued assigned to stock options and warrants   11,107,000     9,961,000  
Contributed surplus   317,000     317,000  
Deficit   (16,884,000 )   (14,510,000 )
    19,150,000     20,133,000  
    20,628,000     22,680,000  

Approved on behalf of the Board,

“James W. Tutton”   “R.E. Gordon Davis”
James W. Tutton   R.E. Gordon Davis
(Director)   (Director)

The accompanying notes are an integral part of the consolidated financial statements.

1



Canplats Resources Corporation
(An Exploration Stage Company)
Interim Consolidated Statements of Operations, Comprehensive Loss and Deficit
(unaudited - expressed in Canadian dollars)

    Three Months Ended     Nine Months Ended  
    April 30,     April 30,     April 30,     April 30,  
    2009     2008     2009     2008  
    $     $     $     $  
                         
Expenses                        
Bank charges   1,000     850     2,000     2,467  
Depreciation   4,000     7,379     12,000     7,930  
Donations   5,000     -     5,000     -  
General exploration   -     2,133     -     45,974  
Insurance   15,000     8,305     33,000     10,888  
Investor relations   150,000     111,074     397,000     201,474  
Legal, accounting and audit   88,000     37,000     85,000     50,320  
Listing and filing fees   9,000     9,733     25,000     12,512  
Office   11,000     91,757     97,000     109,024  
Rent   30,000     -     88,000     -  
Salaries   110,000     65,282     375,000     132,919  
Shareholder communications   -     4,398     19,000     14,491  
Stock-based compensation   270,000     543,199     1,279,000     1,311,882  
Transfer agents   5,000     2,820     19,000     10,360  
    (698,000 )   (883,930 )   (2,436,000 )   (1,907,241 )
Other income                        
Interest income   4,000     73,325     42,000     106,854  
Foreign exchange gain/(loss)   1,000     619     20,000     (8,697 )
    5,000     73,944     62,000     98,157  
                         
Loss and comprehensive loss for the period   (693,000 )   (809,986 )   (2,374,000 )   (1,809,084 )
Deficit – Beginning of period   (16,191,000 )   (11,914,068 )   (14,510,000 )   (10,914,970 )
Deficit – End of period   (16,884,000 )   (12,724,054 )   (16,884,000 )   (12,724,054 )
                         
Weighted average number of shares issued   56,921,567     55,579,806     56,620,763     51,123,587  
                         
Basic loss per share $  (0.01 ) $  (0.01 ) $  (0.04 ) $  (0.04 )

The accompanying notes are an integral part of the consolidated financial statements.

2



Canplats Resources Corporation
(An Exploration Stage Company)
Interim Consolidated Statements of Cash Flows
(unaudited - expressed in Canadian dollars)

    Three Months Ended     Nine Months Ended  
    April 30,     April 30,     April 30,     April 30,  
    2009     2008     2009     2008  
    $     $     $     $  
                         
Operating activities                        
Loss for the period   (693,000 )   (809,986 )   (2,374,000 )   (1,809,084 )
Non-cash items:                        
   Stock-based compensation   270,000     543,199     1,279,000     1,311,882  
   Depreciation   4,000     7,379     12,000     7,930  
Decrease (increase) in non-cash working capital:                        
   Accounts receivable   8,000     (248,718 )   7,000     (280,544 )
   Accounts payable and accrued liabilities   258,000     26,126     (86,000 )   62,044  
   Due to related parties   (72,000 )   (10,871 )   (248,000 )   113,365  
   Prepaid expenses   (26,000 )   -     (1,000 )   -  
Cash used in operating activities   (251,000 )   (492,871 )   (1,411,000 )   (594,407 )
                         
Financing activities                        
Shares issued for cash   133,000     15,789,600     148,000     16,023,450  
Share issue costs   -     (1,117,950 )   -     (1,117,950 )
Shares to be issued   -     (382,500 )   -     -  
Cash generated by financing activities   133,000     14,289,150     148,000     14,905,500  
                         
Investing activities                        
Mineral property costs   (551,000 )   (2,828,313 )   (3,159,000 )   (4,051,625 )
Purchase of property, plant and equipment   -     (65,753 )   (26,000 )   (69,091 )
Decrease (increase) in VAT recoverable   3,000     (185,247 )   1,058,000     (314,734 )
Cash used in investing activities   (548,000 )   (3,079,313 )   (2,127,000 )   (4,435,450 )
                         
Increase (decrease) in cash   (666,000 )   10,716,966     (3,390,000 )   9,875,643  
Cash and cash equivalents – beginning of period   4,619,000     1,265,228     7,343,000     2,106,551  
Cash and cash equivalents – end of period   3,953,000     11,982,194     3,953,000     11,982,194  

Supplementary Information

Interest received in cash during period:                     $4,000

The accompanying notes are an integral part of the consolidated financial statements.

3



Canplats Resources Corporation
(An Exploration Stage Company)
Consolidated Statements of Shareholders’ Equity
(unaudited - expressed in Canadian dollars, except number of shares)

  Number of   Share Capital   Value Assigned   Contributed       Total  
  Common   Issued   to Stock Options   Surplus   Deficit   Shareholders’  
  Shares   $   and Warrants   $   $   Equity  
        $           $  
                         
Balance, July 31, 2007 48,810,056   15,539,000   658,000   317,000   (10,915,000 ) 5,599,000  
                         
Issued for cash:                        
 Private placement, net of share                        
issue costs 7,000,000   14,632,000   -   -   -   14,632,000  
 Exercise of options 874,000   375,000   -   -   -   375,000  
 Exercise of warrants 64,000   192,000   -   -   -   192,000  
Non cash:                        
 Value assigned to options granted -   -   2,930,000   -   -   2,930,000  
 Value assigned to options -   245,000   (245,000 ) -   -   -  
exercised                        
 Value assigned to warrants -   (5,927,000 ) 5,927,000   -   -   -  
 Value assigned to warrants -   108,000   (108,000 ) -   -   -  
exercised                        
 Value assigned to underwriters’                        
  warrants -   (799,000 ) 799,000   -   -   -  
Loss for the year -   -   -   -   (3,595,000 ) (3,595,000 )
Balance, July 31, 2008 56,748,056   24,365,000   9,961,000   317,000   (14,510,000 ) 20,133,000  
                         
Issued for cash:                        
 Exercise of options 332,000   148,000   -   -   -   148,000  
Non-cash:                        
 Value assigned to options exercised -   119,000   (119,000 ) -   -   -  
 Value assigned to options granted -   (22,000 ) 1,265,000   -       1,243,000  
 Loss for the period -   -   -   -   (2,374,000 ) (2,374,000 )
Balance April 30, 2009 57,080,056   24,610,000   11,107,000   317,000   (16,884,000 ) 19,150,000  

The accompanying notes are an integral part of the consolidated financial statements.

4



Canplats Resources Corporation
(An Exploration Stage Company)
Mineral Property Costs
For the nine months ending April 30, 2009
(unaudited – expressed in Canadian dollars)

  Rodeo   Yerbabuena   El Rincon   Mecatona   Maijoma   El Alamo   Camino Rojo      
  (Mexico)   (Mexico)   (Mexico)   (Mexico)   (Mexico)   (Mexico)   (Mexico)   Total  
  $   $   $   $   $   $   $   $  
                               
Balance, July 31, 2008 1,349,000   1,223,000   205,000   487,000   264,000   310,000   10,204,000   14,042,000  
Acquisition costs -   -   -   -   6,000   -   -   6,000  
                                 
Assaying 200   -   -   -   -   -   157,800   158,000  
Claim taxes 25,000   18,000   21,000   4,000   -   52,000   206,000   326,000  
Drilling -   -   -   -   -   -   161,000   161,000  
Engineering and drafting -   -   -   -   -   -   149,000   149,000  
Environmental -   -   -   -   -   -   10,000   10,000  
Finder’s fees 8,000   40,000   -   -   -   -   -   48,000  
Foreign exchange 9,000   5,000   3,000   -   -   8,000   228,000   253,000  
Gas and oil -   -   -   -   -   -   2,000   2,000  
Governmental fees -   -   -   -   -   -   1,000   1,000  
Living costs -   -   -   -   -   -   8,000   8,000  
Maps, prints and film -   -   -   -   -   -   3,000   3,000  
Metallurgical test work -   -   -   -   -   -   374,000   374,000  
Miscellaneous -   -   14,000   9,000   9,000   17,000   267,000   316,000  
Office Expense -   -   -   -   -   -   1,000   1,000  
Property holding costs associated                                
with future income taxes -   -   2,000   2,000   2,000   5,000   127,000   138,000  
Rent -   -   -   -   -   -   90,000   90,000  
Geology, salaries and consulting -   -   -   1,000   -   -   340,000   341,000  
Travel Expenses -   -   -   -   -   -   3,000   3,000  
Trenching -   -   -   -   -   -   5,000   5,000  
Exploration costs for the period 42,200   63,000   40,000   16,000   11,000   82,000   2,132,800   2,387,000  
                                 
Balance April 30, 2009 1,391,200   1,286,000   245,000   503,000   281,000   392,000   12,336,800   16,435,000  

The accompanying notes are an integral part of the consolidated financial statements.

5



Canplats Resources Corporation
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the nine months ended April 30, 2009
(unaudited – expressed in Canadian dollars, unless otherwise stated)

1.

NATURE AND CONTINUANCE OF OPERATIONS

   

The Company is in the process of acquiring, exploring and developing precious and base metal mineral properties. The Company will attempt to bring the properties to production, structure joint ventures with others, option or lease properties to third parties, or sell the properties outright. The Company has not determined whether these properties contain ore reserves that are economically recoverable and the Company is considered to be in the exploration stage.

   

These consolidated financial statements have been prepared assuming the Company will continue on a going-concern basis. Management has estimated that the Company will have adequate funds from existing working capital to meet its corporate, administrative and property obligations for the coming year. If the Company is to advance or develop its mineral properties further, it will be necessary to obtain additional financing and while it has been successful in the past, there can be no assurance that it will be able to do so in the future.

   

The recoverability of the amounts shown for mineral properties and related deferred exploration costs is dependent upon the existence of economically recoverable reserves, securing and maintaining title and beneficial interest in the properties, the ability of the Company to obtain necessary financing to complete the development, and upon future profitable production or sale. The amounts shown as deferred exploration expenditures and property acquisition costs represent net costs to date, less amounts amortized and written- off, and do not necessarily represent present or future values.

   

Although the Company has taken steps to verify 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 may be affected by undetected defects.

   
2.

SIGNIFICANT ACCOUNTING POLICIES

   

Basis of Presentation

   

These interim consolidated financial statements follow the same accounting policies as our most recent audited annual consolidated financial statements. All inter-company balances are eliminated upon consolidation. These statements do not contain all the information required for annual financial statements and should be read in conjunction with our annual consolidated financial statements. In the opinion of management, all of the adjustments necessary to fairly present the consolidated financial statements set forth herein have been made. The Company has reclassified and rounded certain comparative figures to reflect the presentation used in its most recent annual consolidated financial statements.

1



Canplats Resources Corporation
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the nine months ended April 30, 2009
(unaudited – expressed in Canadian dollars, unless otherwise stated)

2.

SIGNIFICANT ACCOUNTING POLICIES (continued)

   

Changes in Accounting Policies

   

Capital Disclosure

   

Effective August 1, 2008, the Company adopted CICA Handbook Section 1535, “Capital Disclosures”, which requires the disclosure of information on the Company’s objectives, policies, and processes for managing capital. This information is disclosed in note 7.

   

Financial Instruments – Disclosures

   

Effective August 1, 2008, the Company adopted CICA Handbook Section 3862, “Financial Instruments – Disclosures” and CICA Handbook Section 3863, “Financial Instruments – Presentation”. Section 3862 requires the disclosure of quantitative and qualitative information in financial statements to evaluate (a) the significance of financial instruments for the Company’s financial position and performance; and (b) the nature and extent of risks arising from financial instruments to which the Company is exposed during the period and at the balance sheet date. Management’s objectives, policies and procedures for managing such risks are disclosed in note 3. Section 3863 replaces the existing requirements on presentation of financial instruments.

   

As at April 30, 2009, the Company’s financial instruments are comprised of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities. The fair value of accounts receivable, accounts payable and accrued liabilities approximate their carrying value due to their short-term maturity or capacity of prompt liquidation. Cash and cash equivalents are designated as available-for-sale as they are not acquired for purpose of trading and have short-term maturity.

   

Going Concern

   

Effective August 1, 2008, the Company adopted an amendment to CICA Handbook Section 1400, “General Standards of Financial Statement Presentation” in relation to going concern. The amendment requires management to assess an entity’s ability to continue as a going concern. The adoption did not have a material impact on the consolidated financial statements for any of the periods presented.

   

Mining Exploration Costs

   

Effective March 27, 2009, the Company adopted Emerging Issues Committee (“EIC”) Abstract 174, “Mining Exploration Costs”. This standard provides guidance on the capitalization of exploration costs related to mining properties, in particular, and on impairment of long-lived assets. The adoption of this standard did not have a significant impact on our consolidated financial statements.

2



Canplats Resources Corporation
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the nine months ended April 30, 2009
(unaudited – expressed in Canadian dollars, unless otherwise stated)

2.

SIGNIFICANT ACCOUNTING POLICIES (continued)

   

Recent Accounting Pronouncements

   

Recent accounting pronouncements issued which may impact us in the future are as follows:

   

Goodwill and Intangible Assets

   

CICA Handbook Section 3064, Goodwill and Intangible Assets, establishes revised standards for recognition, measurement, presentation and disclosure of goodwill and intangible assets. Concurrent with the introduction of this standard, the CICA withdrew EIC 27, Revenues and Expenses during the pre- operating period. As a result of the withdrawal of EIC 27, companies will no longer be able to defer costs and revenues incurred prior to commercial production at new mine operations. The changes are effective for interim and annual financial statements beginning August 1, 2009. The Company does not expect the adoption of these changes to have an impact on its financial statements.

   

International Financial Reporting Standards ("IFRS")

   

In February 2008, the Canadian Accounting Standards Board (“AcSB”) confirmed that publicly listed companies will be required to adopt IFRS for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. Early adoption may be permitted, however, exemptive relief requires approval of the Canadian Securities Administrators. The transition date of January 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ended July 31, 2011. While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.

   
3.

FINANCIAL INSTRUMENTS

Financial Risk Management

The Company is exposed to a variety of financial risks, including foreign exchange risk, interest rate risk, commodity price risk, credit risk and liquidity risk. From time to time, the Company may use foreign exchange contracts and interest rate swaps to manage exposure to fluctuations in foreign exchange and interest rates. The Company does not have a practice of trading derivatives.

3



Canplats Resources Corporation
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the nine months ended April 30, 2009
(unaudited – expressed in Canadian dollars, unless otherwise stated)

3.

FINANCIAL INSTRUMENTS (Cont’d)

Foreign Exchange Risk

The Company operates projects in more than one country and, therefore, foreign exchange risk exposures arise from transactions denominated in foreign currencies. The Company’s foreign exchange risk arises primarily with respect to the US Dollar, as some of the Company’s cash and cash equivalents and accounts payable and accrued liabilities are denominated in US Dollar. At the statement date a one cent variation in the exchange rate will change net loss by approximately $2,000.

The Company’s exposure of US Dollar on financial instruments is as follows:

      April 30, 2009     July 31, 2009  
      USD     USD  
      $     $  
  Cash and cash equivalents   232,000     1,198,000  
  Accounts payable and accrued liabilities   117,175     (904,000 )
      349,175     294,0000  

Interest Rate Risk

Our interest rate risk mainly arises from the interest rate impact on our cash and cash equivalents. Cash and cash equivalents receive interest based on market interest rates. At the statement date a 1% change in interest rates would change net loss by approximately $28,000.

Commodity Price Risk

Our profitability and long-term viability will depend, in large part, on the market price of gold and silver. The market prices for these metals are volatile and are affected by numerous factors beyond our control, including: global or regional consumption patterns; the supply of, and demand for, these metals; speculative activities; the availability and costs of metal substitutes; expectations for inflation; and political and economic conditions, including interest rates and currency values. We cannot predict the effect of these factors on metal prices. A decrease in the market price of gold and silver could affect our ability to finance the exploration and development of any of our other mineral properties. The market price of silver and other metals may be subject to significant fluctuations.

Credit Risk

Credit risk arises from the non-performance by counterparties of contractual financial obligations. Our credit risk arises primarily with respect to our money market investments.

We manage our credit risk by investing only in obligations of any Province of Canada, Canada or the United States of America or their respective agencies, obligations of enterprises sponsored by any of the above governments; banker’s acceptances purchased in the secondary market and having received the highest credit rating from a recognized rating agency in Canada or the United States, with a term of less than 180 days; and bank term deposits and bearer deposit notes, with a term of less than 180 days.

Our maximum exposure to credit risk at the reporting date is the carrying value of cash and cash equivalents.

4



Canplats Resources Corporation
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the nine months ended April 30, 2009
(unaudited – expressed in Canadian dollars, unless otherwise stated)

3.

FINANCIAL INSTRUMENTS (Cont’d)

   

Liquidity Risk

   

We manage liquidity risk by maintaining adequate cash and cash equivalent balances. If necessary, we may raise funds through the issuance of equity or monetization of non core assets. We ensure that there is sufficient capital to meet our obligations by continuously monitoring and reviewing actual and forecasted cash flows, and match the maturity profile of financial assets to operating needs.

   

Contractual undiscounted cash flow requirement for financial liabilities as at April 30, 2009 is as follows:


                                                                                        Less than 1 year   1-3 years   4-5 years   Total  
    $   $   $  
                   
  Office lease obligations 52,000   155,000   156,000   363,000  

4.

PROPERTY, PLANT AND EQUIPMENT

   

The Company’s property, plant and equipment are as follows:


    April 30, 2009     July 31, 2008  
        Accumulated   Net Book     Net Book  
    Cost   Amortization   Value     Value  
    $   $   $     $  
                     
  Computer equipment 21,000   7,000   14,000     6,000  
  Furniture and fixtures 35,000   7,000   28,000     22,000  
  Leasehold improvements 37,000   9,000   28,000     33,000  
    93,000   23,000   70,000     61,000  

5.

SHARE CAPITAL

     
(a)

Common Shares

     

Shares authorized:           Unlimited number of common shares, no par value.

     
(b)

Stock Options

     

As at April 30, 2009, the number of common share stock options outstanding was 5,234,000 with a weighted average exercise price of $1.24 and a weighted average life of 3.58 years.

     

During the nine month period ended April 30, 2009, 1,095,000 stock options were granted to officers, employees and consultants of the Company with the range of exercise prices from $1.20 to $1.86 and all have a 5 year expiry.

5



Canplats Resources Corporation
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the nine months ended April 30, 2009
(unaudited – expressed in Canadian dollars, unless otherwise stated)

6.

RELATED PARTY TRANSACTIONS

     

The Company was billed $4,022 for this quarter, $121,464 to date (2008 - $806,851) for fees and expenses related to geological support, management, and administration services provided by Silver Standard Resources Inc., a company of which two directors are also directors. At April 30, 2009, $1,043 is due from Silver Standard which is included in Accounts Receivable (2008 - $ 134,215 due to Silver Standard). Any amounts payable to related parties are non-interest bearing and without specific terms of repayment. These transactions were in the normal course of operations and are measured at the exchange amount, which is the amount established and agreed to by the related parties.

     
7.

CAPITAL RISK MANAGEMENT

     

The Company’s objectives when managing capital are:

     

to safeguard the ability to continue as a going concern in order to pursue the exploration of mineral properties

to provide an adequate return to shareholders

to maintain a flexible capital structure which optimizes the cost of capital

     

In order to facilitate the management of our capital requirements, management prepares annual expenditure budgets and continuously monitors and reviews actual and forecasted cash flow. The annual and updated budgets are approved by the Board of Directors.

     

To maintain the capital structure, the Company may, from time to time, attempt to issue new shares or dispose of non-core assets. Management expects the Company’s current capital resources will be sufficient to carry its exploration and development plans through the current operating period.

     
8.

SEGMENTED INFORMATION

     

The Company operates in one industry segment which is the acquisition and exploration of mineral properties. Losses for the period and segment assets by geographic location are as follows:


      Loss for the period     Total assets at  
      Nine months     Nine months     April 30,     April 30,  
      ended     ended     2009     2008  
      April 30, 2009     April 30, 2008     $     $  
      $     $              
                           
  Canada   (2,104,000 )   (1,806,880 )   3,284,000     12,031,791  
  Mexico   -     (2,204 )   17,344,000     10,216,550  
  Total   (2,104,000 )   (1,809,084 )   20,628,000     22,248,341  

6


EX-99.2 3 exhibit99-2.htm MD&A Filed by sedaredgar.com - Resources Corporation - Exhibit 99.2

CANPLATS RESOURCES CORPORATION
Management Discussion & Analysis
For the Three and Nine Months ended April 30, 2009

This Management Discussion and Analysis (“MD&A”) provides a detailed analysis of our business and compares our nine months ended April 30, 2009 unaudited interim consolidated financial results with those of the comparable period of the previous year and is current as of June 26, 2009. In order to better understand the MD&A, it should be read in conjunction with the latest annual consolidated financial statements and related notes. We prepare and file with various Canadian regulatory authorities our consolidated financial statements and MD&A in Canadian dollars and in accordance with Canadian generally accepted accounting principles (“GAAP”). Additional information relating to the Company is available on SEDAR at www.sedar.com.

FINANCIAL RESULTS

Business Overview

Canplats is a company focussed on the acquisition, exploration and development of precious and base metal prospects in northern Mexico. The Company’s shares are listed on the TSX Venture Exchange under the symbol CPQ.

Third Quarter Highlights

In March, 2009, Canplats engaged Mine and Quarry Engineering Services Inc ("MQes") of San Mateo, California to conduct an in-house technical assessment of the Represa Zone. This scoping level study is examining basic issues such as metallurgy, mining, project design, as well as construction and operating cost estimates for large-scale heap-leach treatment of oxide and transitional mineralization. This study will provide the groundwork and specific recommendations for subsequent prefeasibility and feasibility studies.

The Camino Rojo project hosts measured and indicated resources estimated at 3.44 million ounces of gold and 60.7 million ounces of silver at the Represa Zone, with additional inferred resources of 0.56 million ounces of gold and 7.6 million ounces of silver (see news release dated November 24, 2008). Mineralization remains open for further expansion in both strike directions and to depth. The Represa Zone is situated in flat terrain within an area of excellent infrastructure, less than 5 kilometres from a paved highway and high voltage power lines. Canplats is actively pursuing the acquisition of surface rights in the Represa area.

On-going reconnaissance geological and geochemical exploration at the Camino Rojo project successfully identified several new prospective areas (please see the location map at www.canplats.com). At the "Cerro Verde" target area, extensive replacement and structurally controlled jasperoid zones have been identified in an area measuring 7 kilometres by 13 kilometres. Initial rock and stream sediment sampling returned highly-elevated values of antimony, molybdenum, silver, lead and zinc that are associated with anomalous gold values. Numerous old antimony prospects and workings are present in the central Cerro Verde area, flanked by base-metal showings in peripheral regions. Initial mapping indicated that rocks of the Caracol Formation, which host mineralization at the Represa Zone, are present in the Cerro Verde area.

At the "Calabazal" target area, large exposures of hematitic and limonitic silty limestone have been identified adjacent to an extensive area of pediment cover. Initial stream sediment and rock sampling has generated anomalous gold, lead, antimony and zinc values. Other newly-located prospective areas include "Jandel's Quarry," where highly-altered Caracol Formation rocks have returned anomalous zinc and lead levels and "Gomez Ranch" where old workings are associated with elevated antimony and molybdenum values in limestone adjacent to Caracol Formation rocks. Further work at the "Camino Rojo Dos" target area has returned anomalous to highly elevated barium, molybdenum and antimony values that are associated with structural and bedding replacement zones in silty limestone over a 150 meter by 50 meter

1


area. Initial soil sampling at Camino Rojo Dos has returned elevated zinc values associated with anomalous chargeability values on the margins of a previous Tensor IP geophysical grid.

The 19,000 hectare "Cardito" target area has been recently acquired by staking to cover the margins of a prominent magnetic feature that is likely associated with buried intrusive rocks. With this staking, the Camino Rojo property has been expanded to 359,000 hectares (1,390 square miles), much of which is overburden covered and only a portion of which has been investigated through systematic reconnaissance exploration activities. The Camino Rojo project area is considered to be highly-prospective for new discoveries, similar to the Canplats' Represa Zone or Goldcorp's Penasquito deposit, which is situated 50 km to the northwest and occurs in a similar geological setting. Additional reconnaissance work will include further geological mapping, stream sediment sampling, prospecting, and geophysical surveys.

Review of Financial Results

During the quarter ended April 30, 2009, the Company incurred a loss of $693,000 ($0.01 per share) compared to a loss of $809,986 ($0.01 per share) in the same quarter of the prior year. Net loss for the nine month period ended April 30, 2009 was $2,374,000 ($0.04 per share) compared to a loss of $1,809,084 ($0.04 per share) in the same period of the prior year.

Total expenses for the quarter were $698,000 compared to $883,930 in the same quarter of the prior year. For the nine month period ended April 30, 2009, total expenses were $2,436,000 compared to $1,907,241 in the same period of the prior year. The expenses are primarily related to the establishment of a new and larger office, staffing and investor relations activities to support current and future work on the Camino Rojo project. Salaries expense was $110,000 for the quarter compared to $65,282 in the same quarter of the prior year and $375,000 for the nine month period compared to $132,919 in the same period of the prior year. Stock-based compensation was $270,000 for the quarter compared to $543,199 in the same quarter of the prior year and $1,279,000 for the nine month period compared to $1,311,882 in the same period of the prior year. No stock options were granted during the quarter; the stock-based compensation expense relates only to the vesting of options this quarter. Investor relations expense was $150,000 for the quarter compared to $111,074 in the same quarter of the prior year and $397,000 for the nine month period compared to $201,474 in the same period of the prior year. The increase in investor relations expense was related to higher consulting fees, conferences and communication expenditures related to the Company’s expanded exploration activities. Due to the reversal of certain accounting accruals last quarter, the comparative number for the nine months period for legal, accounting and audit fees is less than the number for the three month period.

General exploration expense for the quarter decreased to nil compared to $2,133 in the same quarter of the prior year and nil for the nine month period compared to $45,974 in the same period of the prior year as the Company reduced grass roots exploration and continued to focus on the Camino Rojo project.

Interest income for the quarter was $4,000 compared to $73,325 in the same quarter of the prior year and $42,000 for the nine month period compared to $106,854 in the same period of the prior year. The decrease in interest income was due to a higher cash balance on hand moderated by a decline in interest rates for low risk securities. Foreign exchange gain for the quarter was $1,000 compared to a gain of $619 in the same quarter of the prior year. For the nine month period, foreign exchange gain was $20,000 compared to a loss of $8,697 during the same period of the prior year. The foreign exchange gains and losses reflect the fluctuation between the Canadian, US dollar and Mexican Peso rates during the respective periods.

2


Selected Quarterly Financial Data (unaudited)

      2009       2008
      $       $
  Q3 Q2 Q1 Q4 Q3 Q2 Q1
               
Total Nil Nil Nil Nil Nil Nil Nil
revenues              
Loss for the              
period (693,000) (1,236,000) (445,000) (1,785,000) (416,000) (583,000) (810,000)
Loss per              
share – basic (0.01) (0.02) (0.01) (0.04) (0.01) (0.01) (0.01)
and diluted              

FINANCIAL POSITION AND LIQUIDITY

A summary and discussion of our cash inflows and outflows for the quarter ended April 30, 2009 is as follows:

Operating Activities

Cash used in operating activities was $251,000 in the third quarter of 2009 compared to $492,871 in the same quarter of 2008. The decrease was mainly attributed to the increase in Accounts Payable during the current period.

Investing Activities

A total of $551,000 (2008 - $2,828,313) was spent on the Company’s various mineral properties during the quarter, $3,159,000 for the nine months ended April 30, 2009 and $4,051,625 for the corresponding nine months in 2008. All of the funds were spent on properties in Mexico.

During the quarter a total of $3,000 (2008 – ($185,247)) was received (incurred) from Value Added Tax (‘VAT’). The Government is now processing claims in a timely manner and we are receiving VAT that has been paid on expenditures, and in particular the Camino Rojo property.

Cash Resources and Liquidity

At April 30, 2009, the Company had $3,636,000 in working capital, including cash and cash equivalents of $3,953,000, compared to 5,825,000 in working capital at the beginning of the current fiscal year. The Company’s current working capital will enable it to meet its corporate, administrative and property obligations for the current year. If the Company is to advance or develop its mineral properties further, it will be necessary to obtain additional financing and, while it has been successful in the past, there can be no assurance that it will be able to do so in the future.

ADDITIONAL DISCLOSURES

Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. No changes were made to the company’s internal control over financial reporting during the third quarter that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

3


Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Significant Changes in Accounting Policies

Capital Disclosure

Effective August 1, 2008, the Company adopted CICA Handbook Section 1535, “Capital Disclosures”, which requires the disclosure of information on the Company’s objectives, policies, and processes for managing capital. This information is disclosed in note 7 of our interim consolidated financial statements.

Financial Instruments – Disclosures

Effective August 1, 2008, the Company adopted CICA Handbook Section 3862, “Financial Instruments – Disclosures” and CICA Handbook Section 3863, “Financial Instruments – Presentation”. Section 3862 requires the disclosure of quantitative and qualitative information in financial statements to evaluate (a) the significance of financial instruments for the Company’s financial position and performance; and (b) the nature and extent of risks arising from financial instruments to which the Company is exposed during the period and at the balance sheet date. Management’s objectives, policies and procedures for managing such risks are disclosed in note 3. Section 3863 replaces the existing requirements on presentation of financial instruments.

As at April 30, 2009, the Company’s financial instruments are comprised of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities. The fair value of accounts receivable, accounts payable and accrued liabilities approximate their carrying value due to their short-term maturity or capacity of prompt liquidation. Cash and cash equivalents are designated as available-for-sale as they are not acquired for purpose of trading and have short-term maturity.

Going Concern

Effective August 1, 2008, the Company adopted an amendment to CICA Handbook Section 1400, “General Standards of Financial Statement Presentation” in relation to going concern. The amendment requires management to assess an entity’s ability to continue as a going concern. When management is aware of material uncertainties related to events or conditions that may cast doubt on an entity’s ability to continue as a going concern, those uncertainties must be disclosed. In assessing the appropriateness of the going concern assumption, the standard requires management to consider all available information about the future, which is at least, but not limited to, twelve months from the balance sheet date. The adoption did not have a material impact on the consolidated financial statements for any of the periods presented.

Inventories

Effective August 1, 2008, the Company adopted CICA Handbook Section 3031, “Inventories”, which prescribes the accounting treatment for inventories and provides guidance on the determination of costs and its subsequent recognition as an expense, including any write-down to net realizable value. It also provides guidance on the cost formulas that are used to assign costs to inventories. As at April 30, 2009, the Company has no inventories and this standard has no effect on financial statements.

4


Income Statement Presentation of Tax Loss Carryforward

Effective October 31, 2008, the Company adopted EIC-172, “Income Statement Presentation of a Tax Loss Carryforward Recognized Following an Unrealized Gain in Other Comprehensive Income”. This abstract provides guidance on whether the tax benefit from the recognition of previously unrecognized tax loss carryforwards consequent to the recording of unrealized gains in other comprehensive income should be recognized in net income or in other comprehensive income. The abstract should be applied retrospectively, with restatement of prior periods from August 1, 2007, the date of adoption of CICA Handbook Section 3855, “Financial Instruments – Recognition and Measurement”. This standard has no effect on the Company’s financial statements.

Recent Accounting Pronouncements

Recent accounting pronouncements issued which may impact us in the future are as follows:

Goodwill and Intangible Assets

CICA Handbook Section 3064, Goodwill and Intangible Assets, establishes revised standards for recognition, measurement, presentation and disclosure of goodwill and intangible assets. Concurrent with the introduction of this standard, the CICA withdrew EIC 27, Revenues and Expenses during the pre-operating period. As a result of the withdrawal of EIC 27, companies will no longer be able to defer costs and revenues incurred prior to commercial production at new mine operations. The changes are effective for interim and annual financial statements beginning August 1, 2009. The Company does not expect the adoption of these changes to have an impact on its financial statements.

International Financial Reporting Standards ("IFRS")

In February 2008, the Canadian Accounting Standards Board (“AcSB”) confirmed that publicly listed companies will be required to adopt IFRS for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. Early adoption may be permitted; however, exemptive relief requires approval of the Canadian Securities Administrators. The transition date of January 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ended July 31, 2011. While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.

Related Party Transactions

The Company was billed $4,022 in the quarter ($121,464 to date) (2008 - $806,8551) for fees and expenses related to geological support, management and administration services provided by Silver Standard Resources Inc., a company of which one director is also a director of the Company. Any amounts payable to related parties are non-interest bearing and without specific terms of repayment. These transactions were in the normal course of operations and are measured at the exchange amount, which is the amount established and agreed to by the related parties.

Critical accounting estimates

The preparation of our consolidated financial statements requires management to use estimates and assumptions that affect the reported amounts of assets and liabilities, as well as revenues and expenses. Our accounting policies are set out in full in note 2 of the annual financial statements.

Mineral property costs

Management of the Company regularly reviews the net carrying value of each mineral property for conditions that suggest impairment of the carrying value. This review requires significant judgement as the Company does not have any proven and probable reserves that would enable the Company to estimate future cash flows to be compared to the carrying values. Factors considered in the assessment of asset

5


impairment include, but are not limited to, whether there has been a significant decrease in the market price of the property; whether there has been a significant adverse change in the legal, regulatory, accessibility, title, environmental or political factors that could affect the property’s value; whether there has been an accumulation of costs significantly in excess of the amounts originally expected for the property’s acquisition, development or cost of holding; whether exploration activities produced results that are not promising such that no more work is being planned in the foreseeable future and whether the Company has significant funds or access to funds to be able to maintain its interest in the mineral property.

Stock-based compensation

The Company provides compensation benefits to its employees, directors, officers and consultants through a share option plan. The fair value of each option award is estimated on the date of the grant using the Black-Scholes option pricing model. Expected volatility is based on historical volatility of the Company’s stock. The Company utilizes historical data to estimate option exercises and termination behaviour with the valuation model. The risk-free rate for the expected term of the option is based on the Government of Canada yield curve in effect at the time of the grant.

Income taxes

The determination of the Company’s provision for income taxes requires significant judgement, the use of estimates and the interpretation and application of complex tax laws. The Company’s provision for income taxes reflects a combination of Canadian and Mexican federal and provincial jurisdictions. Jurisdictional tax contingencies or valuation allowances all affect the overall effective tax rate.

Additional Disclosure for Venture Issuers without Significant Revenue

Additional disclosure concerning the Company’s general and administrative expenses and mineral property costs is provided in the Consolidated Financial Statements and related notes for the quarter ended April 30, 2008 that is available on Canplats’ website at www.canplats.com or on the SEDAR web site www.sedar.com.

Outstanding Share Data

The authorized capital consists of an unlimited number of common shares without par value. As of April 30, 2009, the following common shares and stock options were outstanding:

    Number of     Exercise Price     Expiry Date  
    Shares              
                   
Issued and outstanding common shares   57,080,056     -     -  
                   
Stock options outstanding   5,234,000     $0.44 - $4.15     December 2011-  
                January 2014  
                   
Stock warrants outstanding   3,436,000     $3.00     February 2010  
                   
Underwriters’ warrants outstanding   441,000     $2.25     February 2010  
                   
Fully diluted   66,191,056              

6


RISKS AND UNCERTAINTIES

Our exploration programs may not result in a commercial mining operation.
Mineral exploration involves significant risk because few properties that are explored contain bodies of ore that would be commercially economic to develop into producing mines. Our mineral properties are without a known body of commercial ore and our proposed programs are an exploratory search for ore. We do not know whether our current exploration programs will result in any commercial mining operation. If the exploration programs do not result in the discovery of commercial ore, we will be required to acquire additional properties and write-off all of our investments in our existing properties.

We may not have sufficient funds to complete further exploration programs.
We have limited financial resources, do not generate operating revenue and must finance our exploration activity by other means. We do not know whether additional funding will be available for further exploration of our projects or to fulfill our anticipated obligations under our existing property agreements. If we fail to obtain additional financing, we will have to delay or cancel further exploration of our properties, and we could lose all of our interest in our properties.

Factors beyond our control may determine whether any mineral deposits we discover are sufficiently economic to be developed into a mine.
The determination of whether our mineral deposits are economic is affected by numerous factors beyond our control. These factors include market fluctuations for precious metals; metallurgical recoveries associated with the mineralization; the proximity and capacity of natural resource markets and processing equipment; costs of access and surface rights; and government regulations governing prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection.

We have no revenue from operations and no ongoing mining operations of any kind.
We are a mineral exploration company and have no revenues from operations and no ongoing mining operations of any kind. If our exploration programs successfully locate an economic ore body, we will be subject to additional risks associated with mining.

We will require additional funds to place the ore body into commercial production. Substantial expenditures will be required to establish ore reserves through drilling, develop metallurgical processes to extract the metals from the ore and construct the mining and processing facilities at any site chosen for mining. We do not know whether additional financing will be available at all or on acceptable terms. If additional financing is not available, we may have to postpone the development of, or sell, the property.

The majority of our property interests are not located in developed areas and as a result may not be served by appropriate road access, water and power supply and other support infrastructure. These items are often needed for development of a commercial mine. If we cannot procure or develop roads, water, power and other infrastructure at a reasonable cost, it may not be economic to develop properties, where our exploration has otherwise been successful, into a commercial mining operation.

In making determinations about whether to proceed to the next stage of development, we must rely upon estimated calculations as to the mineral reserves and grades of mineralization on our properties. Until ore is actually mined and processed, mineral reserves and grades of mineralization must be considered as estimates only. Any material changes in mineral reserve estimates and grades of mineralization will affect the economic viability of the placing of a property into production and a property’s return on capital.

Mining operations often encounter unpredictable risks and hazards that add expense or cause delay. These include unusual or unexpected geological formations, changes in metallurgical processing requirements; power outages, labour disruptions, flooding, explosions, rockbursts, cave-ins, landslides and inability to obtain suitable or adequate machinery, equipment or labour. We may become subject to liabilities in connection with pollution, cave-ins or hazards against which we cannot insure against or which we may elect not to insure. The payment of these liabilities could require the use of financial resources that would otherwise be spent on mining operations.

7


Mining operations and exploration activities are subject to national and local laws and regulations governing prospecting, development, mining and production, exports and taxes, labour standards, occupational health and mine safety, waste disposal, toxic substances, land use and environmental protection. In order to comply, we may be required to make capital and operating expenditures or to close an operation until a particular problem is remedied. In addition, if our activities violate any such laws and regulations, we may be required to compensate those suffering loss or damage, and may be fined if convicted of an offence under such legislation.

Our profitability and long-term viability will depend, in large part, on the market price of gold. The market price for gold is volatile and is affected by numerous factors beyond our control, including global or regional consumption patterns, supply of, and demand for gold, speculative activities, expectations for inflation and political and economic conditions. We cannot predict the effect of these factors on gold prices.

Our properties may be subject to uncertain title.
We cannot provide assurance that title to our properties will not be challenged. We own, lease or have under option, unpatented and patented mining claims, mineral claims or concessions which constitute our property holdings. The ownership and validity, or title, of unpatented mining claims and concessions are often uncertain and may be contested. We also may not have, or may not be able to obtain, all necessary surface rights to develop a property. Title insurance is generally not available for mineral properties and our ability to ensure that we have obtained a secure claim to individual mining properties or mining concessions may be severely constrained. We have not conducted surveys of all of the claims in which we hold direct or indirect interests. A successful claim contesting our title to a property will cause us to lose our rights to explore and, if warranted, develop that property. This could result in our not being compensated for our prior expenditures relating to the property.

Land reclamation requirements for our exploration properties may be burdensome.
Although variable depending on location and the governing authority, land reclamation requirements are generally imposed on mineral exploration companies (as well as companies with mining operations) in order to minimize long term effects of land disturbance. Reclamation may include requirements to control dispersion of potentially deleterious effluents and reasonably re-establish pre-disturbance land forms and vegetation. In order to carry out reclamation obligations imposed on us in connection with our mineral exploration, we must allocate financial resources that might otherwise be spent on further exploration programs.

Political or economic instability or unexpected regulatory change in the countries where our properties are located could adversely affect our business.
Certain of our properties are located in countries, provinces and states more likely to be subject to political and economic instability, or unexpected legislative change, than is usually the case in certain other countries, provinces and states. Our mineral exploration activities could be adversely affected by political instability and violence; war and civil disturbance; expropriation or nationalization; changing fiscal regimes; fluctuations in currency exchange rates; high rates of inflation; underdeveloped industrial and economic infrastructure; and unenforceability of contractual rights; any of which may adversely affect our business in that country.

We may be adversely affected by fluctuations in foreign exchange rates.
We maintain our accounts in Canadian dollars. Any appreciation in the Mexican currency against the Canadian dollar will increase our costs of carrying out such exploration activities.

We face industry competition in the acquisition of exploration properties and the recruitment and retention of qualified personnel.
We compete with other exploration companies, many of which have greater financial resources than us or are further along in their development, for the acquisition of mineral claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees and other personnel. If we require and are unsuccessful in acquiring additional mineral properties or personnel, we will not be able to grow at the rate we desire or at all.

8


All of our directors and officers have conflicts of interest as a result of their involvement with other natural resource companies.
All of our directors and officers are directors or officers of other natural resource or mining-related companies. These associations may give rise to conflicts of interest from time to time. In particular, our directors who also serve as directors of other companies in the same industry may be presented with business opportunities which are made available to such competing companies and not to us. As a result of these conflicts of interest, we may miss the opportunity to participate in certain transactions, which may have a material, adverse effect on our financial position.

We may fail to achieve and maintain adequate internal control over financial reporting pursuant to the requirements of the Sarbanes-Oxley Act.
We documented and tested during our most recent fiscal year our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act (“SOX”). SOX requires an annual assessment by management of the effectiveness of our internal control over financial reporting and, for fiscal years commencing with our fiscal year ended July 31, 2008, an attestation report by our independent auditors addressing this assessment. We may fail to achieve and maintain the adequacy of our internal control over financial reporting as such standards are modified, supplemented, or amended from time to time, and we may not be able to ensure that we can conclude, on an ongoing basis, that we have effective internal control over financial reporting in accordance with Section 404 of SOX. Our failure to satisfy the requirements of Section 404 of SOX on an ongoing, timely basis could result in the loss of investor confidence in the reliability of our financial statements, which in turn could harm our business and negatively impact the trading price or the market value of our securities. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. Future acquisitions of companies, if any, may provide us with challenges in implementing the required processes, procedures and controls in our acquired operations. No evaluation can provide complete assurance that our internal control over financial reporting will detect or uncover all failures of persons within our Company to disclose material information otherwise required to be reported. The effectiveness of our processes, procedures and controls could also be limited by simple errors or faulty judgments. In addition, as we continue to expand, the challenges involved in implementing appropriate internal controls over financial reporting will increase and will require that we continue to improve our internal control over financial reporting. Although we intend to devote substantial time and incur substantial costs, as necessary, to ensure ongoing compliance, we cannot be certain that we will be successful in complying with Section 404 of SOX.

Caution on Forward-Looking Information

This MD&A includes forward-looking statements, such as estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.

9


EX-99.3 4 exhibit99-3.htm CERTIFICATION Filed by sedaredgar.com - Resources Corporation - Exhibit 99.3

Form 52-109FV2
Certification of interim filings - venture issuer basic certificate

I, R.E. Gordon Davis, Chief Executive Officer of Canplats Resources Corporation, certify the following:

1.

Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of Canplats Resources Corporation (the “issuer”) for the interim period ended April 30, 2009.

   
2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

   
3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: June 26, 2009



“R.E. Gordon Davis”

R.E. Gordon Davis
Chief Executive Officer

 NOTE TO READER
 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

   

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52- 109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.



EX-99.4 5 exhibit99-4.htm CERTIFICATION Filed by sedaredgar.com - Resources Corporation - Exhibit 99.4

Form 52-109FV2
Certification of interim filings - venture issuer basic certificate

I, Peter de Visser, Chief Financial Officer of Canplats Resources Corporation, certify the following:

1.

Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of Canplats Resources Corporation (the “issuer”) for the interim period ended April 30, 2009.

   
2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

   
3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: June 26, 2009



“Peter De Visser”

Peter de Visser
Chief Financial Officer

 NOTE TO READER
 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

   

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52- 109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.



GRAPHIC 6 canplatslogo.gif begin 644 canplatslogo.gif M1TE&.#EAB@$O`.8`````,^#CZ%ED@;J\OB4P6I.7I0H@3_OY^,C,TW6`ED)/ M;K.UMP,921DI4M;7V/+T]ADK5Z.GM7Z(GSE#969SD0@>2U!:=0`,/[_"P^SJ MZ]?;X1$G4QLO6JZUP@(71)2=L3%!8\S,S`@;2H:0I6QWCCI(:DI7=1$A2KW# MSZ:NOZ^SO96:J&-KA.;GZU-@?MG=Y!\J4L[0UKV^QG:!FB$R6D=1;[2UORDZ M8;:[Q<7&SJBKK4!*:]76W9J=K``(.IRDM6UXE`<81%UJB8J.G3%#:?/Q\;J_ MS;BZO`H10JVOL8N4JDQ9>3,S9A`C45EB>^;EY]#3UP`//?3T\V%MB;:^R][> MWX6/I5)9>3=$:%EHA6EPAW=]D@`00D12<^GK[:RONR`P57N"E24W8)ZBKD1, M<2DX7/___^_O[W1_F9*8JM[@Y0\92/?W]VMSBTM3_O]\3&QWN%G>;>Y@4*/*>LN"'Y!`04`/\` M+`````"*`2\```?_@&:"@X2%AH>(B8J+C(V.CY"1DI.4E9:7F)F:FYR.9UX\ M"#&C,0A07D6=JJNLK:ZOL+&8!VK;#)?*N?HW^#KX"\M+;M2!Y`/V-QP<`^,JJ!@1["@P8/K>"QBHT;&F"T*C!%11E%BFQXX-`!4=2#&CSLWFFP8 M2;*DR9(&F@CH@6!;IS-71)P4T4#&I1%!1,YTXD55BPD&3@H=*M2``@$DZ'S` M4<7E(1YYD#28VB1(&'V(WN0\&40"HSE^&A`=2[9L41;S#$F!DT9`GB9P_W6: M)6G`S0@_84+'F2:OA#$31U."!J(WKS!AQS,FFW&Q1W-@3;!?LDE2%@%[]$PA0-/ MT68;;KH14H0"Q8WFP0YY(4)<'@J&J.!RS;:JMQD![[*G'!0/3 M3>9!%"",4:`C,B@@'GF$B?`>&"#L4$,;!;RA9/\!82Q!!A%Y1!$%@H7Y$,06 M'5K"QA6UD29"$,)1DEE@HVT0A!P[5A*:C3ZTZ>:;<+;YWIP,4#F8!SZ`\8-L M$@IV6VX5FE&`#U2.1-@%@![2!@`>-.KHHY!&:B<$&T1JZ:47.!$;'6N,AQB# M092!!1D"#)&DDF\(X$9$99P@)9F$K:9%"Y!(,<<)7!BPHF"J@2!$&B$\\4": M9K#10@ZI-I`B8B+X4$,`F(PAGVTGP`H!%UAD"5U?00R9<\_Y%)FQ`P<()=E9&JR!M^[FO;B,0/Y@(0QSPQK24&F"O M_RHN9"A8!29(<4D=0>Q^G@507')`'4M/=@&XBD!1`@/,;C`$WY>``A8FM8'C M32(-6+,-%W(3@X@I9P>7B03P!..!%%3A!OPKWMHND;R1;)!Y8:A`S+BP/.KU M25]OBT4.##48!G1!'%YPP\>:0`.#<>(!Y5N0&R)("2DXX6,R,S0_50J!LVF(!*KO.=&630@-V)('TW MS.'5=FB)&%A-,`;`@A(U48<\Q,P#-WY6""-/?Y)-V$` M'V?01(@P+,8V0:!#(LT'@0HPLA)_4*.?I-D)$WCL41=H`R)4\$C>J8`5*.B" M.M>ISG-"X@VDHR`)#)&#]A$F""4`(",F>"U:"N(+A+'2SC:QI><0$,P M$^,$]>GQA,?41P@:L$7.E$!U@F@!%K1)DT]B`H?4M.80)9$&]XG!HYJP`A-* M@(66MG0+.Y+"$IPXH$`]`@IYP"4(NF.(,%P`5AO@PARF9BTN^%,0$1"!(4%` M4$GT,I.84*@P@^A08UXO%F?_4,`,1>!&0]2A`KNKC#XK`5(=CC02)36/&$RI M"3;X;7"'(">5*E"&2=I4$6Q8PL=&4D)#G`$+AUNC"&+I"'X:M1!#8&/>0'"Y M2#SUEPN]&C%-F*^(RH(.GO(3%\:("!+`S#91X.9'%7F^:U+"#G=LPCP#580? M6BNT=VW$&S[;0BTH`@0%3H"%+BQ!"QB)@1H"8#).!``$@969`0Z,YAR44P0T:.\B MIE#1!2^YQG4^1&O+'%06.)01/A[$`89-[&(76PH9T``<^/\"`:7NS`=2,[(K MSK"_76W``"YN1%*M98`=C%7*&J8T)-2P`\GQ!SVD;$`>:"`&!=RA`'\P`AQX MD(%?2T(#-$BU"/*``#0?0@HUT*:6#>@(&-NI"7U%A(T3D0$!,&"J#!AJ(X*- MU#;<80X8S[C&YS"%*]P@E[FTU@88$`4"WFC0@QU) M&[HLA&09?G93&%148-Q]!,U%NHG_')#@-FL/RG$V$!>?KWTQ(.B""RCP!Q$? M@NE!R@-*_9V#@%ZM`9MGQ`&G>:@/H@6M-`\#\&<&9&?@_.A/__D="@6*`JQJ36"UZA4A.FT"1VN* MH+@9M(![X/C__P#X>#@&`DNP`E5P1;[W2V5V+6TV")^@?A`H#5)@`7OE`6%,']81`"IEDO#9PCZ)P<@4`)2 M.(542(4[X`1",`=\H`)?Q@@)N`DX(&17LP%/5RQ[D(,]R(,+P'>=IUXGL$O@ M9E:OP`9L$`!0@`-IP`<)T`998`$E``)!$(A!P!XIH6"%X0$G8`>&T&&I!AP) MAV8H((:0!'J$X`!'@`&8F(F:B`%KZ("A9!Y<@!:IYW6+(`-IM"`>@'^'H'\M M4`5J\(JP&(NR6`1NUGLHQPHP-D-<4`"$P`9[<(F;J(E'8%=TX`%4P@5;)PD9 M:'.NP`8].+(0", MZ8@!PT@(605$):>,RJ>![B4%W3`&2R`&_A(S@%<(=J!H@V%B5B<+89!D>8,% M>N8`Z'B0F+B.@S`$`78G-&"$7S2/BU`'TH4X8)"/A*!_L."/E_`%]M1"#5"& M@L`&!8F2"&E79M!YNV,ZCSAS#\F,[J4&;S`!RB0S54<(.$`T5Q-K_H9;5`(7 MFV>21LF),*EB0'0!`E`@2-@(7W!MB4$`,:"/L<>/J\"3E?`$9<`%K\0%>30( M1&F0Z9B0A3`'S]1"O)5\X1:#B%`%+!#_67YR`W$Y"!D0<%-U`:)U5W]5>K'" M684@ED:IDH.@E,L5CV:PEHWP!VRT*Q6`!?1E!CKY"G9)"6V0:D]D`AM!D(`9 MC(*9DUAP1PRP6HZPC(KY=3O@/@VP`H6@%=9"5TA9(6$P7A7`(8?@F2@)FH-P M!Z[SED9HFHTP!!Y@`'D0GI4"`D"84?N(%;$I"5^P@.`9F87PET:YFX1@`PJ& M<(@IAY/@!2A`!4;0G_[YD9,P!@^W($!0"%#@8,%4B0`&&,`3EQ%>L M(`48XG87@`4\-9G!QP?$0IT':9V#`%!3-1*JR)V.X$P($E1=X$6OZ0HL^@@W M:AH6(#LS>I`U.@A50`!V8@#`N0@\BCE8@#75@9.=D$UQA)R%D`'`9QIB`(>; M\`2X`)VL@%7`*`NUP9'M`$WT*J"D`,$ M\&$T8*N6H`$3@)%YX#MUX'F09`"$A0A:FHY<2J=EL&]YDY:>*J*7P/\&6Z!8 M=R(`4B`%*NH+J/IB()"==W*9AA"G@1FK0RD`(KD]C*:G3UD)--FH:;`*=5!. M3;`#LC,&[6-Z%7`"8:!GE<`#-3`I(F!;9N`%6`!$"[0(UQJ,V3H($="2AW@\ M:?"I+N>-1,@"5;`#MY@)+'!?V,*P!&FINDFO@M!^#/!^&Q`%$JL(N`HT MPV-Z`K,GG(`#96`GQJ,(=!`%(F!Z!G`!.Z`"]C8)/P`#"\@!#)"O=^`#1'@# MS!@#27`$"Q"V8CNV.M"IB'``+H!E>0,&+1`!(EMI5[!F0>(&S1I'=*D*QB0" M_X$)J&E(01!XO8@!7SNVA)L$F$H(*^"QU83_!'39LY&0`R?024'B`6W0FI1P M!G00NP&HA!&R<0)NSS=T&@K(2@!B&0"[0[ M"GN@HVP#`T%@>ER@!6]03H>E%S7@2D$R&7VVHA#%/9B@`3"0:OUQ@8IP``XP MN[5+"B%`J6?[B;$"!H@*XD1!6`@!RU!"5"0!CN@,[%"`*-K"$1[ M7S*S=C?0!E8@`S8G!57P`0F@`!5@C)/!!01@!()P07HY72W7",:VP,/6"&F0 M*\J1!R`0P"-J"2]P`\1K&YTC>[&P1U53`Q(0PB(\PB1+LQ`:8`,CT`9ET"B%@HSN MR0@!T!?UZ7,$H`!+(`!"4,56+`0N8`(E@()QEQ@B8+*_<`>T60'DJ0^[)G*- M&KR:<*!`M,%WVPD>7#4P,L=T7,>$N#,BD`)800?R*<50`(LW`@R8`%Y`!P5"G\`^,EP(4QTD0<* M`(=?H'@']<>P4(^UMAD>4,%$=`.T.1EOS`E*,UX0,!6ZO,N\W,N[W#DB$(Z^ MD`$F4&M-P%@U?,"09`)0>3-30`-PMZL]]\D`&,H'=6UY<`6`ZP@J(`1WT_\> MALAS/5_-(P5:<`>[3S//O"OG8`"2B@"\PQRJJRF M32`Y^QS0`CW06U:>^B`#><#.0-<9,/L`)@``!@!R7(!AFQ`#;5`")Z#0?JH@ M(^%_Y>PKU7H)#J`$)``4['$IE\(>#5`#"4`RA\`";&08%2`&[PL+4G`%:U`= M.HT$L(P)")!=.AT7_7RJ,(`$C!?42)W420T!L`L+$A#4%<"+AO``5^`'1]T$ M:U`#S1P)5=`#8>"_N22`#(#2CZ+2)I``=F"VG*`!.!`!=.`$-T`#'##7=$W7 M!'`#3A`&=M`!*("[@D`%5(`"@BW85+#$NJ$&_3E\V(H]V%3`=9WP`H"]V(-] MR:_P`/LIV9B=V9JMV$9@V%C!!IA-!<0J"#'`UXP=`[X:"6J``U^P`G=@`01` M`'E0U[0M!GB]!2O`UUN-"440`!K``\`=W,']`@$0M<-YW,B=W,JM"F?P`B\@ 5W-#-`\3];
-----END PRIVACY-ENHANCED MESSAGE-----