-----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, S0DP+M7ca/lXijMMEjw/aKF/IQB0/+LzzyIDURxoOb9UkRR4o7w/5Ah7ECuSroIm 9XA2cLCggmYZRMIwEzXWKA== 0001062993-04-001459.txt : 20040915 0001062993-04-001459.hdr.sgml : 20040915 20040915153620 ACCESSION NUMBER: 0001062993-04-001459 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20030930 FILED AS OF DATE: 20040915 DATE AS OF CHANGE: 20040915 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PMI VENTURES LTD CENTRAL INDEX KEY: 0001222108 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50418 FILM NUMBER: 041031620 BUSINESS ADDRESS: STREET 1: 1760-750 WEST PENDER ST CITY: VANCOUVER STATE: A1 ZIP: V6C 2T8 BUSINESS PHONE: 6046817474 6-K 1 form6k.htm REPORT OF FOREIGN PRIVATE ISSUER Filed by Automated Filing Services Inc. (604) 609-0244 - PMI Ventures Ltd. - 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 or 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of:  December 2003 File No.:  0-1222108 

PMI VENTURES LTD.
(Translation of Registrant's Name into English)

511 – 475 Howe Street, Vancouver, BC Canada V6C 2B3
(Address of Principal Executive Office)

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

Form 20F   x  Form 40F  ¨  

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

Yes   ¨   No   x  

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with rule 12g-3-2(b): 82 - _____________ .


SUBMITTED HEREWITH

Exhibits

99.1 Press Release dated December 2, 2003 announcing discovery of new gold zone on Fromenda concession in the Ashanti II Deep Gold Project in Ghana, West Africa.
   
99.2 Interim Financial Statements for the Period ended September 30, 2003
   
99.3 Management Discussions and Analysis for the Interim Financial Statements ended September 30, 2003
   
99.4 Confirmation of Mailing for the Interim Financial Statements ended September 30, 2003

 


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.

  PMI VENTURES LTD. 
     
Date:   August 31, 2004  By: /s/ Douglas MacQuarrie 
   
  Title: Chief Executive Officer 
     


EX-99.1 2 exhibit99-1.htm PRESS RELEASE DATED DECEMBER 2, 2003 Filed by Automated Filing Services Inc. (604) 609-0244 - PMI Ventures Ltd. - Exhibit 99.1

PMI VENTURES LTD.
Suite 511 – 475 Howe Street
Vancouver, BC V6C 2B3
Phone: (604) 681-8069 Fax: (604) 682-8094

News Release #03-20  TSX Venture: PMV 
December 2, 2003  Issued & Outstanding: 22,965,397 
  Fully Diluted: 32,768,555 

NEW GOLD ZONE DISCOVERED AT FROMENDA GRID "B" AREA

PMI Ventures Ltd. (the "Company") [TSX Venture:PMV], is pleased to announce that it has again intersected very significant high gold grades (27.0 g/t Au over 4.0 metres) in the ongoing drill program on its Fromenda concession – one of nine contiguous concessions that comprise the Ashanti II project area that are located along a 50 kilometre length on the axis of the Asankrangwa Gold Belt of southwestern Ghana.

GRID ‘B' ZONE : Drill hole 03FBRC36 was drilled on section 2000North, 200 metres to the west of the main Fromenda Grid "B" gold mineralized area which has been the subject of several previously reported drill campaigns, and gave the following results:

HOLE NO.  AZIMUTH  DIP  LENGTH  INTERCEPT  INTERCEPT LENGTH  AU GRADE 
  (deg.)  (deg.)  (m)  From (m)  To (m)  (m)  (ft)  (g/t)  (oz/ton) 
                   
03FBRC36  135  -60  41.0  0.0  4.0  4.0  13.1  27.00  0.79 
        36.0  41.0  5.0  16.4  5.93  0.17 
including        40.0  41.0  1.0  3.3  8.53  0.25 

The hole bottomed in gold mineralization, as the rotary drill was not able to proceed beyond 41 metres in depth.

This result is particularly encouraging as it is the first significant gold assay in drilling from a 1.5 kilometre long gold and arsenic soil geochemical anomaly which parallels the gold mineralization outlined to the east, and also confirms that this structure hosts potentially economic gold grades.

The balance of the proposed 3,000 metre drill campaign, which was laid out to test the entire strike length and width of the Fromenda Grid "B" anomaly, will continue in the new year after completion of a major deep sounding geophysical program and with larger drill rigs capable of deeper drilling.

SCHOOL ZONE NORTH – L17N AREA: Based on the excellent gold result previously announced for discovery hole 03FBRC09 and on the strong co-incident geophysical IP responses, a further 1,134 metres of drilling in 19 shallow holes were completed in this area on a mean 25 metre hole spacing. Significant gold grades were returned as follows:

HOLE NO.  AZIMUTH     DIP  LENGTH  INTERCEPT  INTERCEPT LENGTH  AU GRADE 
  (deg.)   (deg.)  (m)  From (m)  To (m)  (m)  (ft)  (g/t)  (oz/ton) 
                   
03FBRC09  120     -50  62.0  16.0  32.0  16.0  52.5  2.90  0.09 
03FBRC48  120     -50  62.0  52.0  62.0  10.0  32.8  1.18  0.04 
03FBRC54  120     -50  66.0  56.0  60.0  4.0  13.1  1.91  0.06 
03FBRC57  120     -50  44.0  4.0  8.0  4.0  13.1  1.14  0.03 
03FBRC58  120     -50  60.0  48.0  52.0  4.0  13.1  1.63  0.05 
03FBRC62  120     -50  60.0  24.0  28.0  4.0  13.1  1.83  0.05 


Interpretation of the drill results suggests that gold mineralization is hosted by quartz rich, graphitic, altered and brecciated meta-sediments. Depth of oxidation and weathering in this area could exceed 75 metres or well below the depth limitation of the drill rig.

In this part of Ghana, as a result of leaching of the mineralized zones located near surface, gold grades in trenches and at shallow depth are often lower grade than those found in the unoxidized zones located at greater depth. Additional diamond drilling in the new year is therefore planned to further outline this discovery to depth.

SCHOOL ZONE EAST – L16N AREA: In order to test a large 300 metre by 600 metre IP anomaly, a fence consisting of 733 metres of drilling in 14 holes was completed. The following significant gold grades were returned from five adjacent holes located near the centre of the fence and drilled on 25 metre centres:

HOLE NO.  AZIMUTH     DIP  LENGTH  INTERCEPT  INTERCEPT LENGTH  AU GRADE 
  (deg.)   (deg.)  (m)  From (m)  To (m)  (m)  (ft)  (g/t)  (oz/ton) 
                   
03FBRC20  135     -50  45.0  12.0  20.0  8.0  26.2  0.81  0.02 
03FBRC21  135     -50  55.0  40.0  52.0  12.0  39.4  0.88  0.03 
03FBRC22  135     -50  54.0  12.0  20.0  8.0  26.2  0.73  0.02 
03FBRC23  135     -50  46.0  28.0  40.0  12.0  39.4  0.84  0.02 
03FBRC24  135     -50  60.0  24.0  28.0  4.0  13.1  0.63  0.02 

The gold mineralized intervals appear to be near vertical and suggest a wide and deep-seated gold bearing target. An additional fence of holes located 50 metres to the north is in progress and the results will be announced when received. Further deep drilling on this large zone is anticipated in the new year after completion of the deep sounding geophysical program.

Douglas R. MacQuarrie, P.Geo. (B.C.), the VP of Exploration for the Company and Goknet Mining Company Limited, supervised and directed all work associated with the drilling program. Sample analyses were conducted by SGS Analabs in Bibiani, Ghana utilising industry standard 50g fire assay techniques, with atomic absorption finish. The QA program consists of random blanks and standards inserted into the sample stream, with duplicate samples sent to independent laboratories

PMI has an option to earn up to 85% of the interest that Goknet Mining Company Limited, a privately held Ghanaian mineral exploration company, holds in nine exploration concessions and applications. Goknets' interests vary from 85% to 100%, subject to a 10% non-participating interest in favour of the Government of Ghana.

On behalf of the Board,

"Arthur T. Fisher"

Arthur T. Fisher
President

For more information please contact:

Arthur Fisher  or  Warwick G. Smith 
President    VP Shareholder Communication 
Telephone: (604) 681-8069    Telephone: (604) 682-8089 
Facsimile: (604) 682-8094    Toll-Free: 1 888 682-8089 
    Facsimile: (604) 682-8094 


Or visit the PMI Ventures Ltd. website at www.pmiventures.com

Arthur Fisher will be featured on Resource World Radio on Wednesday, December 3, 2003 at 3 p.m. PST
http://www.resourceworldradio.com/

THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

This news release contains forward-looking statements which involve known and unknown risks, delays and uncertainties not under the Company's control which may cause actual results, performance or achievements of the Company to be materially different from the results, performance or expectations implied by these forward-looking statements.


EX-99.2 3 exhibit99-2.htm INTERIM FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 2003 Filed by Automated Filing Services Inc. (604) 609-0244 - PMI Ventures Ltd. - Exhibit 99.2

British Columbia
Securities Commission
QUARTERLY AND YEAR END REPORT
BC FORM 51-901F (previously Form 61)

Freedom of Information and Protection of Privacy Act: The personal information requested on this form is collected under the authority of and used for the purpose of administering the Securities Act. Questions about the collection or use of this information can be directed to the Supervisor, Financial Reporting (604-899-6731), P.O. Box 10142, Pacific Centre, 701 West Georgia Street, Vancouver, BC V7Y 1L2. Toll Free in British Columbia 1-800-373-6393.   INCORPORATED AS PART OF
       
  X   Schedule A
       
       
      Schedule B
      (place X in an appropriate category)
     
NAME OF ISSUER FOR QUARTER ENDED DATE OF REPORT
    YY/MM/DD
PMI VENTURES LTD.  03 09 30 03 11 28 
ISSUER'S ADDRESS 511-475 HOWE STREET 
CITY PROVINCE POSTAL CODE ISSUER FAX NO. ISSUER TEL NO.
VANCOUVER   BC  V6C 2B3 604-682-8094 604-681-8069 
CONTACT PERSON CONTACT'S POSITION CONTACT TEL NO.
ARTHUR T. FISHER  PRESIDENT  604-681-8069
CONTACT E-MAIL ADDRESS WEB SITE ADDRESS
   

CERTIFICATE
The three schedules required to complete this Report are attached and the disclosure contained therein has been approved by the Board of Directors. A copy of this Report will be provided to any shareholder who requests it.

"ARTHUR T. FISHER"  ARTHUR T. FISHER  03   11   28
    DATE SIGNED
DIRECTOR'S SIGNATURE PRINT FULL NAME YY/MM/DD
"LAURIE W. SADLER"  LAURIE W. SADLER  03   11   28
    DATE SIGNED
DIRECTOR'S SIGNATURE PRINT FULL NAME YY/MM/DD


PMI VENTURES LTD.

FINANCIAL STATEMENTS

SEPTEMBER 30, 2003


PMI VENTURES LTD.
BALANCE SHEETS 

    September 30,     December 31,  
    2003     2002  
         
ASSETS         
         
Current         
         Cash and equivalents  $ 2,864,856   $ 174,375  
         Receivables    36,062     7,452  
         Due from related parties    5,226      
         Prepaid expenses    76,936     4,151  
    2,977,855     185,978  
Oil and gas properties (Note 3)    1     1  
             
Mineral properties and related deferred expenses (Note 4)    1,336,182     -  
             
Capital assets (Note 5)    12,675     3,621  
       
  $ 4,331,939   $ 189,600  
         
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)         
         
Current         
             
       Accounts payable and accrued liabilities  $ 281,843   $ 24,238  
         
Shareholders' equity (deficiency)         
         Capital stock (Note 7)    6,967,287     4,878,986  
         Subscriptions received in advance    2,307,000     13,500  
         Contributed surplus    71,762     71,762  
         Deficit    (5,295,953   (4,798,886
       
    4,050,096     165,362  
       
  $ 4,331,939   $ 189,600  

Nature and continuance of operations (Note 1)
Commitment
(Note 12)
Subsequent events
(Note 13)

On behalf of the Board:

"Arthur T. Fisher"  Director    "Laurie W. Sadler"  Director 

The accompanying notes are an integral part of these financial statements.


PMI VENTURES LTD.
STATEMENTS OF OPERATIONS AND DEFICIT
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30

  2003     2002   
  3 months     9 months     3 months      9 months  
                         
 EXPENSES                 
         Amortization and depletion  $ 1,052    $ 1,689   -   -  
         Bank charges and interest  651     2,092     58     187  
         Interest on convertible notes  -     -     5,891     37,297  
         Investor relations and shareholder communications  34,801     87,232     -     -  
         Management fees  31,700     55,700     7,500     22,500  
         Office and miscellaneous  19,615     49,299     4,343     6,586  
         Professional fees  20,168     91,244     6,974     12,490  
         Transfer agent and regulatory fees  2,858     22,577     3,086     8,924  
         Travel  14,864     46,593     -     -  
         Wages and benefits  73,506     152,989     -     -  
                         
  (199,215   (509,415   (27,852   (87,984
                         
 OTHER ITEMS                 
         Interest and miscellaneous income  2,372     5,765     21     1,943  
         Gas Sales  1,639     6,583     5,512     9,032  
                         
  4,011     12,348     5,533     10,975  
                         
 Loss for the period  (195,204   (497,067   (22,319   (77,009
                         
                         
 Deficit, beginning of period  (5,100,749   (4,798,886   (4,347,442   (4,292,752
                         
 Deficit, end of period  $ (5,295,953 $ (5,295,953 (4,369,761 (4,369,761
                         
 Basic and diluted loss per common share  $ (0.01 $ (0.04 (0.00 (0.02
                         
Basic and diluted weighted average number of  17,155,568     12,312,437     8,350,389     4,742,151  
 common shares outstanding                 

The accompanying notes are an integral part of these financial statements.


PMI VENTURES LTD.
STATEMENTS OF CASH FLOWS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30

    2003     2002  
    3 months     9 months      3 months     9 months  
                         
                         
CASH FLOWS FROM OPERATING ACTIVITIES                   
         Loss for the year  $ (195,204 ) $ (497,067 $ (22,319 ) $ (77,009
         Items not affecting cash:                   
                  Amortization and depletion    1,052     1,689         -  
                  Accretion of liability component of    -     -     5,891      37,297  
                           convertible notes                   
                         
         Changes in non -cash working capital items:                   
                  (Increase) decrease in receivables    (7,250   (28,610   (3,859   (5,594
                  (Increase) decrease in prepaid expenses    (68,692   (72,785   239     2,907  
                  Increase (decrease) in amounts due    (6,287   (5,226   -     -  
                           to related parties                   
                  Increase (decrease) in accounts payable and    170,561     257,605     2,034      (1,976
                           accrued liabilities                   
                         
         Net cash used in operating activities    (105,820   (344,394   (18,014   (44,375
                         
CASH FLOWS FROM FINANCING ACTIVITIES                   
         Proceeds from issuance of capital stock    613,633     2,171,032         -  
         Subscriptions received in advance    2,307,000     2,293,500         -  
         Issuance costs    -     (82,732       -  
                         
         Net cash provided by financing activities    2,920,633     4,381,800         -  
                         
CASH FLOWS FROM INVESTING ACTIVITIES                   
         Mineral properties and related deferred expenses    (380,187   (1,336,182   -     -  
         Purchase of capital assets    (7,865   (10,743   -     -  
                         
         Net cash used in investing activities    (388,052   (1,346,925   -     -  
                         
Increase in cash and equivalents during the period    2,426,761     2,690,481     (18,014   (44,375
                         
Cash and equivalents, beginning of period    438,095     174,375     32,870     59,231  
                         
Cash and equivalents, end of period  $ 2,864,856   $ 2,864,856   $ 14,856    $ 14,856  
                         
Supplemental disclosure with respect to cash flows (Note 10).                   

The accompanying notes are an integral part of these financial statements.


PMI VENTURES LTD.
STATEMENTS OF MINERAL PROPERTIES
AND RELATED DEFERRED EXPENSES
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30

    2003     2002  
    3 months     9 months       3 months      9 months   
                         
ASANKRANGWA GOLD BELT PROPERTIES                       
         Mineral Properties                       
                  Balance, beginning of year  $ -   $   $  -   $  
                           Property option payments made    24,298     454,298       -      
                           Property payments, recording costs    -     43,533       -      
                         
    24,298     497,831       -      
                         
         Deferred Expenses                       
                  Balance, beginning of year    -          -      
                           Deferred exploration expenditures    349,139     816,640       -      
                           Travel    6,750     21,711       -      
                         
    355,889     838,351       -      
                         
                         
TOTAL ASANKRANGWA GOLD BELT PROPERTIES  $ 380,187   $ 1,336,182    $  -   $  



PMI VENTURES LTD.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
 

1.

NATURE AND CONTINUANCE OF OPERATIONS

The Company is incorporated under the laws of British Columbia and its principal business activity is the exploration and development of resource properties. On March 27, 2001 the Company changed its name from Primero Industries Ltd. to PMI Ventures Ltd. and consolidated its capital stock on a 5:1 basis.

These financial statements have been prepared in accordance with Canadian generally accepted accounting principles applicable to a going concern which assume that the Company will realize its assets and discharge its liabilities in the normal course of business rather than a process of forced liquidation. The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future.


               
      2003     2002  
               
  Deficit  $ (5,295,953 $ (4,369,761
  Working capital    2,696,012     15,404  

2.

SIGNIFICANT ACCOUNTING POLICIES

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 amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the year. Actual results could differ from these estimates.

Mineral properties

The Company records its interests in mineral properties and areas of geological interest at cost. All direct and indirect costs relating to the acquisition of these interests are capitalized on the basis of specific claim blocks or areas of geological interest until the properties to which they relate are placed into production, sold or management has determined there to be an impairment. These costs will be amortized on the basis of units produced in relation to the proven reserves available on the related property following commencement of production. Mineral properties which are sold before that property reaches the production stage will have all revenues from the sale of the property credited against the cost of the property. Properties which have reached the production stage will have a gain or loss calculated based on the portion of that property sold.

The recorded cost of mineral exploration interests is based on cash paid, the assigned value of share considerations and exploration and development costs incurred. The recorded amount may not reflect recoverable value as this will be dependant on the development program, the nature of the mineral deposit, commodity prices, adequate funding and the ability of the Company to bring its projects into production.

Cost of maintaining mineral properties

The Company does not accrue the estimated future costs of maintaining its mineral properties in good standing.




PMI VENTURES LTD.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
 

2.     
SIGNIFICANT ACCOUNTING POLICIES (cont'd...)
 
 
Environmental protection and rehabilitation costs
 
 
Liabilities related to environmental protection and rehabilitation costs are accrued and charged to income when their likelihood of occurrence is established. This includes future removal and site restoration costs as required due to environmental law or contracts.
 
 
Capital assets
 
 
Capital assets are recorded at cost less accumulated amortization. Amortization is recorded on a declining balance basis at the following annual rates:

  Computer equipment  30%  
  Furniture and equipment  20%  

 
Stock based compensation

The Company has adopted the new CICA Handbook Section 3870 "Stock-Based Compensation and Other Stock-Based Payments", which recommends the fair value-based methodology for measuring compensation costs. The Company is permitted, and has elected to adopt, the intrinsic value-based method, which recognizes compensation cost for awards to employees only when the market price exceeds the exercise price at date of grant, but requires pro-forma disclosure of earnings and earnings per share as if the fair value method had been adopted. Any consideration paid by the option holders to purchase shares is credited to capital stock.

Revenue recognition

Crown royalties and production revenue from oil and gas properties are recognized when amounts are received, or collection of the amount is reasonably assured.

Future income taxes

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

Loss per share

The Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments. Under this method the dilutive effect on earnings per share is recognized on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. It assumes that the proceeds would be used to purchase common shares at the average market price during the period. Basic loss per share is calculated using the weighted-average number of common shares outstanding during the year.




PMI VENTURES LTD.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
 

2.     

SIGNIFICANT ACCOUNTING POLICIES (cont'd...)

Comparative figures

 
  Certain comparative figures have been reclassified to conform with the current year's presentation.
 
3.      OIL AND GAS PROPERTIES

               
      2003      2002   
               
  Balance, beginning of period  $   $ 316,815   
           Drilling         
           Engineering         
               
            316,815   
  Depletion for the year         
  Write -down during the year         
               
  Balance, end of period  $   $ 316,815   

  Little Bow, Alberta
 
 
The Company entered into a farm -out letter agreement dated February 1, 2001 with Omax Resources Ltd. whereby the Company was granted an option to acquire a 60% interest in an oil and gas lease. Pursuant to the agreement, the Company has agreed to pay 100% of the drilling and abandonment or the drilling, completion and tie -in costs to bring the well to production. At December 31, 2002, management decided to write down its interest in the oil and gas properties to a nominal value.
 
4.     
MINERAL PROPERTIES AND RELATED DEFERRED EXPENSES
 
 
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 characteristic 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 properties in which the Company has committed to earn an interest are located in Ghana, West Africa and the Company is therefore relying on title opinion by legal counsel who is basing such opinions on the laws of Ghana.
 
 
Asankrangwa Gold Belt
 
 
The Company entered into a Letter Agreement dated Nov 22, 2002 with Goknet Mining Company Limited ("Goknet") whereby the Company has an option to acquire up to an 85% undivided interest of Goknet's Ashanti II Project which is located in the Asankrangwa Gold Belt in South Western Ghana, West Africa. The consideration to this option and joint venture agreement is as follows:
 
 
a)     
On the effective date of the agreement pay CAD$ 90,000 (paid) and issue 500,000 common shares of the Company(issued);



PMI VENTURES LTD.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
 

4.     
MINERAL PROPERTIES (cont'd...)
 
 
Asankrangwa Gold Belt (cont'd… )
 
 
b)     
On the first anniversary date pay US$100,000, issue 500,000 common shares of the Company and have incurred expenditures of US$500,000 on the project;
 
 
c)     
On the second anniversary date, pay US$100,000, issue 750,000 common shares of the Company and have incurred cumulative expenditures of US$1,500,000 on the project; and
 
 
d)     
On the third anniversary date, issue 1,250,000 common shares of the Company and have incurred cumulative expenditures of US$3,000,000 on the project.
 
 
The Company will be deemed to have acquired as an undivided interest in the project, equivalent to a formula set out in the agreement, commencing with a minimum contribution of 42.5% undivided interest to a maximum of 85% undivided interest in the project.
 
 
Within 30 days of the date the Company completes the exercise of the option, Goknet may elect to retain an undivided 15% interest in the project or to convert such interest to a 4% net smelter returns ("NSR") royalty interest. The Company will pay to Goknet advance NSR payments of US$ 100,000 per year commencing on the date the election to convert to an NSR interest is made, deductible against future NSR payments. The Company may also elect to purchase 50% of Goknet's 4% NSR interest by paying to Goknet the first 1% for US$1,000,000 and first 2% for US$2,000,000
 
 
The parties have agreed to form a joint venture if Goknet elects to retain an undivided 15% interest or the Company acquired less than an undivided 85% interest.
 
 
The TSX Venture Exchange (the "Exchange") has accepted the consideration up to the second anniversary of the effective date of the agreement. The share consideration in the third year will be subject to further Exchange review and approval.
 
5.     
CAPITAL ASSETS

            September 30,                  December 31,         
            2003                  2002         
                                       
            Accumulated      Net            Accumulated      Net   
      Cost      Amortization      Book Value      Cost      Amortization      Book Value   
                                       
  Computer equipment  $ 6,535    $ 1,089    $ 5,446    $ 2,682    $ 67    $ 2,615   
  Furniture and                                     
        equipment    7,914      685      7,229      1,023      17      1,006   
                                       
    $ 14,448    $ 1,774    $ 12,675    $ 3,705    $ 84    $ 3,621   



PMI VENTURES LTD.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
 

6.     
CONVERTIBLE NOTES
 
 
On September 21, 2001, the Company issued units consisting of convertible notes in the aggregate principal amount of $605,200 together with 6,052,000 detachable share purchase warrants. The notes were non -interest bearing and were to mature on September 21, 2003. The holders of the convertible notes had the option to convert the notes into common shares of the Company at a conversion price of $0.10 until September 21, 2002 and $0.15 until September 21, 2003.
 
 
At September 21, 2003 all of the notes had been converted into common shares of the Company.
 
7.     
CAPITAL STOCK

    Number       
    of Shares      Amount  
             
  Authorized         
       100,000,000 common shares, without par value         
       100,000,000 Class A voting preference shares, $10 par value each         
       100,000,000 Class B voting preference shares, $50 par value each         
             
  Common shares issued         
       Balance at December 31, 2002  10,130,389    $ 4,878,986  
               Exercise of warrants  4,802,000      720,300  
               Exercise of stock options  23,334      5,833  
               Property option issuances  500,000      340,000  
               Private placement  1,699,845      1,104,900  
               Issuance costs – private placement      (82,732
             
       Balance at June 30, 2003  17,155,568    $ 6,967,287  

 

Included in issued and outstanding shares at September 30, 2003 are 62,083 common shares that are escrowed shares that may not be transferred, assigned or otherwise dealt with without the consent of the regulatory authorities.

During the first quarter of fiscal 2003, the Company completed a non-brokered private placement of 1,699,845 Units for gross proceeds of $1,104,900. Each Unit will consist of one common share and one non-transferable share purchase warrant entitling the warrant holder to acquire one additional common share of the Company for a period of one year at a price of $0.85 per share. A finder's fee of $82,732 or 8% was paid in connection with this private placement. The shares issued under the private placement will be subject to a four-month hold period expiring on August 2, 2003.

In the second quarter, the Company issued 500,000 common shares to Goknet. in respect of the property option agreement wherein the Company has an option to acquire up to an 85% undivided interest of Goknet's Ashanti II Project located in the Asankrangwa Gold Belt in South Western Ghana, West Africa. (see Note 4 (a) above).




PMI VENTURES LTD.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
 

7.     
CAPITAL STOCK (cont'd… )
 
 
Stock options
 
 
The Company, in accordance with the policies of the TSX Venture Exchange, is authorized to grant options to its directors, officers and employees to acquire up to 20% of issued and outstanding common stock. The exercise price of each option equals the market price of the Company's stock as calculated on the date of the grant. The options are for a maximum term of 5 years.
 
 
As at September 30, 2003, the following incentive stock options were outstanding and exercisable:

  Number    Exercise     
  of Shares    Price    Expiry Date 
           
  771,666    $0.25   November 27, 2007 
  1,205,000    $0.70   May 23, 2008 
  100,000    $0.70   August 28, 2003 

  Stock option transactions and the number of stock options outstanding are summarized as follows:

    September 30,    December 31, 
    2003    2002 
                     
          Weighted         Weighted 
          Average         Average 
    Number      Exercise   Number      Exercise 
    of Options      Price    of Options      Price 
                     
  Options, beginning of period  2,000,000    $ 0.52      $
       Granted  100,000     0.53    795,000      0.25 
       Exercised  (23,334 )   0.53           
       Expired/ forfeited                       -          
                     
  Options, end of period  2,076,666    $ 0.53    795,000    $ 0.25 

 

Stock-based compensation

The Company has elected to measure compensation costs using the intrinsic value-based method for employee stock options. Had the compensation costs been determined based on the fair value of the options at the grant date using the Black-Scholes option-pricing model. Under the transitional provisions of Section 3870, comparative figures are not required.




PMI VENTURES LTD.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
 

7.     

CAPITAL STOCK (cont'd… )

Warrants

 
  The following share purchase warrants were outstanding at September 30, 2003:

  Number    Exercise     
  of Shares    Price    Expiry Date 
  1,699,845    $   0.85    April 1, 2004 

8.     
RELATED PARTY TRANSACTIONS
 
 
During the period, the Company paid management fees of $55,700 (2002 - $22,500) to directors and companies controlled by an officer and a director of the Company.
 
 
An amount of $5,226 (2002 - $Nil) is due from related parties for miscellaneous and general expenditures during the period.
 
9.     
INCOME TAXES
 
 
A reconciliation of income taxes at statutory rates with the reported income taxes is as follows:
               
      September 30,     December 31,  
      2003     2002  
               
   Loss for the period  $ (497,067 $ (506,134
               
   Expected income tax recovery  $ -   $ (200,429
   Non-deductible expenses    -     1,017  
   Write -down of oil and gas properties    -     123,644  
   Unrecognized benefit of non -capital losses    -     75,768  
               
   Total income taxes  $ -   $ -  
               
  The significant components of the Company's future income taxes assets are as follows:          
      September 30,     December 31,  
      2003     2002  
               
   Future income tax assets:         
           Non-capital loss carryforwards  $ 260,000   $ 260,000  
           Cumulative exploration and development expenses    652,000     652,000  
           Other    3,000     3,000  
               
      915,000     915,000  
  Valuation allowance    (915,000   (915,000
  Net future income tax assets  $ -   $ -  



PMI VENTURES LTD.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
 

9.     
INCOME TAXES (cont'd… )
 
 
The Company has non -capital losses of approximately $691,000 available for deduction against future taxable income. These losses, if not utilized, will expire through 2009. Subject to certain restrictions, the Company also has resource expenditures of approximately $1,734,000 available to reduce taxable income in future years. Future tax benefits which may arise as a result of these non -capital losses and resource deductions have not been recognized in these financial statements and have been offset by a valuation allowance.
 
10.     
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
 
 
The significant non -cash transaction of the Company for the year ended December 31, 2002 consisted of the issuing of 5,152,000 common shares at a value of $515,200 upon conversion of convertible notes resulting in an increase to capital stock of $568,200 and a decrease of $442,574 and $125,626 to convertible notes and equity component of convertible notes, respectively.
 
11.     
FINANCIAL INSTRUMENTS
 
 
The Company's financial instruments consist of cash and equivalents, receivables, accounts payable and accrued liabilities and convertible notes. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from the financial instruments. The fair market values of these financial instruments approximate their carrying values, unless otherwise noted.
 
12.     
COMMITMENT
 
 
The Company has entered into an operating lease agreement for office premises. The remaining annual lease commitments under this lease is as follows:

  2003  $ 3,113   
  2004    12,452   
  2005    12,452   
                           
    $ 28,017   

13.      SUBSEQUENT EVENTS
 
 
Subsequent to the period ended September 30, 2003:
     
  a)
The Company closed a non -brokered private placement of up to 4,444,444 Units at a price of $0.45 per Unit to raise gross proceeds of $2,000,000. Each Unit consists of one common share and one-half of one non-transferable share purchase warrant, each whole share purchase warrant entitling the holder to acquire one additional common share of the Company for a period of two years at a price of $0.70 per share in the first year and at $1.00 in the second year. Funds raised will be used for continued exploration of the Ghanaian properties under option from Goknet Mining Company Limited and general working capital. A finders' fee was paid in connection with this private placement.



PMI VENTURES LTD.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
 

  b)     
An additional non -brokered private placement of 1,090,385 Units of the Company at a price of $0.52 per Unit was also closed, raising gross proceeds of $567,000. Each Unit consists of one common share and one -half of one non -transferable share purchase warrant, each whole share purchase warrant entitling the holder to acquire one additional common share of the Company for a period of two years at a price of $0.70 per share in the first year and at $1.00 in the second year. Funds raised will be used for continued exploration of the Ghanaian properties under option from Goknet Mining Company Limited and general working capital. A finders' fee was paid in connection with this private placement.
 
  c)     
A total of 45,000 stock options at a price of $0.25 were exercised to raise gross proceeds of $11,250.
 
  d)     
On October 14, 2003 the Company granted 360,000 common share purchase options to directors and employees. These options will expire on October 14, 2008 and have an exercise price of $0.70 per share.


EX-99.3 4 exhibit99-3.htm MANAGEMENT DISCUSSIONS AND ANALYSIS FOR THE INTERIM FINANCIAL STATEMENTS ENDED SEPTEMBER 30, 2003 Filed by Automated Filing Services Inc. (604) 609-0244 - PMI Ventures Ltd. - Exhibit 99.3

British Columbia
Securities Commission
QUARTERLY AND YEAR END REPORT
BC FORM 51-901F (previously Form 61)

Freedom of Information and Protection of Privacy Act: The personal information requested on this form is collected under the authority of and used for the purpose of administering the Securities Act. Questions about the collection or use of this information can be directed to the Supervisor, Financial Reporting (604-899-6731), P.O. Box 10142, Pacific Centre, 701 West Georgia Street, Vancouver, BC V7Y 1L2. Toll Free in British Columbia 1-800-373-6393.   INCORPORATED AS PART OF
       
      Schedule A
       
       
  X   Schedule B
      (place X in an appropriate category)
     
NAME OF ISSUER FOR QUARTER ENDED DATE OF REPORT
    YY/MM/DD
PMI VENTURES LTD.  03 09 30 03 11 28 
ISSUER'S ADDRESS 511-475 HOWE STREET 
CITY PROVINCE POSTAL CODE ISSUER FAX NO. ISSUER TEL NO.
VANCOUVER   BC  V6C 2B3 604-682-8094 604-681-8069 
CONTACT PERSON CONTACT'S POSITION CONTACT TEL NO.
ARTHUR T. FISHER  PRESIDENT  604-681-8069
CONTACT E-MAIL ADDRESS WEB SITE ADDRESS
   

CERTIFICATE
The three schedules required to complete this Report are attached and the disclosure contained therein has been approved by the Board of Directors. A copy of this Report will be provided to any shareholder who requests it.

"ARTHUR T. FISHER"  ARTHUR T. FISHER  03   11   28
    DATE SIGNED
DIRECTOR'S SIGNATURE PRINT FULL NAME YY/MM/DD
"LAURIE W. SADLER"  LAURIE W. SADLER  03   11   28
    DATE SIGNED
DIRECTOR'S SIGNATURE PRINT FULL NAME YY/MM/DD



PMI VENTURES LTD.
FORM 51-901F – QUARTERLY AND YEAR END REPORT
SEPTEMBER 30, 2003
 

SCHEDULE A: FINANCIAL INFORMATION

See attached unaudited financials statements for the period ended September 30, 2003.

SCHEDULE B: SUPPLEMENTARY INFORMATION

1.      Analysis of expenses and deferred costs
 
  See attached unaudited financials statements for the period ended September 30, 2003.
 
2.      Related party transactions:
 
  See attached unaudited financials statements for the period ended September 30, 2003.
   
3. a)       Summary of securities issued during the period ended September 30, 2003:

  Date of  Type of  Type of          Gross
  Issue  Security  Issue  Number   Price   Proceeds
                 
  January 20, 2003  Common shares  Warrant exercise  50,000 $ 0.15 $ 7,500
  January 23, 2003  Common shares  Warrant exercise  250,000   0.15   37,500
  February 3, 2003  Common shares  Warrant exercise  200,000   0.15   30,000
  March 31, 2003  Common shares  Private placement  1,699,845   0.65   1,104,900
  May 22, 2003  Common shares  Property Option  500,000   0.68   340,000
  May 23, 2003  Common shares  Warrant exercise  250,000   0.15   37,500
  July 18, 2003  Common shares  Warrant exercise  50,000   0.15   7,500
  September 2, 2003  Common shares  Warrant exercise  250,000   0.15   37.500
  September 3, 2003  Common shares  Warrant exercise  300,000   0.15   45,000
  September 3, 2003  Common shares  Option exercise  23,334   0.25   5,833
  September 4, 2003  Common shares  Warrant exercise  100,000   0.15   15,000
  September 19, 2003  Common shares  Warrant exercise  3,352,000   0.15   502,800

  b)       Summary of options granted during the period ended September 30, 2003:

  Date of   Exercise  Expiry   
  Grant Number  Price  Date   
           
  May 23, 2003 1,205,000  $0.70  May 23, 2008   
  August 28, 2003 100,000  $0.70  August 28, 2008   

  c)       Summary of warrants granted during the period ended September 30, 2003:

  Date of         Type of      Expiry   
  Issue         Issue         Number  Price  Date   
             
  March 31, 2003         Private placement         1,699,845  $  0.85  April 1, 2004   



PMI VENTURES LTD.
FORM 51-901F – QUARTERLY AND YEAR END REPORT
SEPTEMBER 30, 2003
 

4.     
Summary of securities as at the end of the reporting period:
       
 
a)
Authorized capital:
     

100,000,000 Common Shares, without par value
100,000,000 Preference Shares – Class A, with a par value of $10 each
100,000,000 Preference Shares – Class B, with a par value of $50 each

       
 
b)
Common shares issued and outstanding at September 30, 2003: 
     
Issued:                     17,155,568 Common Shares 
Stated value:           $ 6,967,287 

  c)     
Options outstanding: See Note 7 to the attached unaudited financial statements for the period ended September 30, 2003.
     
  d)     
Number of shares held in escrow: 62,083 common shares

5. List of directors and officers:   
  Arthur T. Fisher  Director and President 
  Laurie Sadler  Director 
  Len Dennis  Director 
  Kim Evans  Secretary 

SCHEDULE C: MANAGEMENT DISCUSSION AND ANALYSIS

I am pleased to report on the Company's situation and to present the Company's unaudited financial statements for the six months ended September 30, 2003.

Description of Business

In the last quarter of the 2002 fiscal year the Company entered into negotiations and executed a Letter Agreement with Goknet Mining Company Limited of Accra, Ghana, a privately-held Ghanaian corporation, to enter into an option and joint venture agreement to further develop Goknet's Ashanti II Project, prospective primarily for gold, located in Ghana, West Africa.

The signing of this agreement signaled a change in direction for the Company, a move from oil and gas to mineral exploration and development.

Letter Agreement – Ghana, West Africa

The Company entered into a Letter Agreement with Goknet Mining Company Limited, a privately-held Ghanaian corporation, to acquire up to 85% of Goknets' interest in exploration concessions/applications covering a length of approximately 50 kilometres and an area of some 400 square kilometres along the axis of the Asankrangwa Gold Belt of South Western Ghana. The Asankrangwa Gold Belt is in excess of 150 kilometres in length and lies along the central axis of the Kumasi Basin approximately 250 kilometres northwest of Accra and about midway between the Ashanti and Sefwi Gold Belts. The Asankrangwa Gold Belt already hosts the Obotan operation of Resolute Amansie Ltd. of Australia that has to date produced over 1 million ounces of gold from shallow open pit operations. Past production of the Ashanti Belt that lies 40 kilometres to the east of Goknets' project area is in excess of 40 million ounces of gold principally from the Ashanti and Tarkwa gold mines, while present resources are estimated at an additional 40-50 million ounces of gold. The Sefwi Gold Belt that lies 30 kilometres to the west hosts three producing gold mines with historic production of about 5 million ounces of gold and with current reported gold resources in the order of 12 million ounces.

The Goknet land holdings that are the subject of the Letter Agreement contain numerous historical gold showings and gold anomalies that have been identified by prospecting, trenching and limited shallow drilling by earlier exploration programs.



PMI VENTURES LTD.
FORM 51-901F – QUARTERLY AND YEAR END REPORT
SEPTEMBER 30, 2003
 

Structural interpretation by Goknet has outlined a series of north-east trending, deep seated thrust faults that are intimately associated with known gold mineralization and will be the focus of the ongoing exploration. Previously, insufficient exploration had been completed to identify a gold resource, but more than ten significant drill targets have been established. This data suggests that deep diamond drilling in the areas of the previously obtained high grade (15 to 50 g/t) but generally narrow, gold intersections, and other untested high gold in soil and geophysical anomalies, may outline deep seated bodies with potentially high grades and considerable dip extensions. The target model is of the Ashanti Obuasi, Campbell/Red Lake type.

Consideration for this acquisition will be 3.0 million shares of the Company plus cash payments of approximately US$260,000 over three years as follows:

Upon approval by TSX Venture Exchange & Company shareholders  CAD$90,000 cash payment (paid) 
  &500,000 common shares of PMI (issued) 
   
On first anniversary of approval by TSX Venture Exchange  US$100,000 cash payment & 
  500,000 common shares of PMI 
   
On second anniversary of approval by TSX Venture Exchange  US$100,000 cash payment & 
  750,000 common shares of PMI 
   
On third anniversary of approval by TSX Venture Exchange  1,250,000 common shares of PMI 

The Company will also be required to complete the following expenditures on the properties to fulfill its option:

Operations
  Year 1   Expenditure of US$500,000   
  Year 2   Expenditure of US$1,000,000   
  Year 3   Expenditure of US$1,500,000       

During the first quarter of 2003, the Company completed its shift of focus from the oil and gas sector to mineral exploration and development. Operations centred around the very successful raising of capital in excess of Cdn$1 million via private placement and the development of a sound business plan to provide a new direction for the Company in 2003.

This business plan included the preparation of budgets and detailed exploration plans for the Asankrangwa Gold Belt properties. A work program commenced in mid-February 2003 in preparation for a follow-up drill program that was comprised of approximately 1,050 metres of diamond drilling in 8 to 10 holes planned for, and initiated, in the second quarter of fiscal 2003.

The preliminary work program was carried out on the Fromenda and Gemap properties. The program consisted of cutting of 33 line km of survey lines; rehabilitation of 10 km of drill access roads; placement of survey control pillars and the completion of 22 line km of induced polarization (IP) surveys.

The IP survey on the Fromenda property outlined two chargeability high areas which are on strike of an area previously tested by 21 reverse circulation drill holes that have also been the target of extensive recent artisan mining. Previous work in this area indicated that gold mineralization occurs over a length of 500 metres and consists of two parallel mineralized zones, each 3 to 10 metres in width. Limited drilling of this area was completed in the early 1990's. Best intersections included 7.1 g/t Au over 4 metres at a depth of 25 metres; 3. 4 g/t Au over 4 metres at a depth of 55 metres and 5.42 g/t Au over 2 metres at a depth of 24 metres.

Following are results of the diamond drill holes (1,050 metres in total) that comprise the first phase of the 2003 drill program. Drill hole 03FBDDH-1 was drilled in the Fromenda Grid "B" area to a total length of 86 metres (282 feet) at -45° using HQ drill string. The hole intersected a mineralized section of 30.0 metres (approximately true width) as shown in Table I. The mineralized intercept is located at a depth of about 20 metres below surface. Mineralization is



PMI VENTURES LTD.
FORM 51-901F – QUARTERLY AND YEAR END REPORT
SEPTEMBER 30, 2003
 

characterized by highly altered and oxidized greywacke crosscut by sheared quartz stringers. Follow up drilling to test both strike extensions of the mineralized zone and down dip extension of the zone is now in progress.

Table I
Fromenda Grid "B" Area
2003 Drill Program
             
Drill Hole & Drill Intercept  Drill  Assays 
-inclination From (m)  To (m)  (m)   (ft)  Au (g/t)  Au (oz/ton) 
             
03FBDDH1 44.0  74.0  30.0   98.43  2.63  0.08 
       -45°            
              including 52.0  69.0  17.0   55.78  3.59  0.11 
             
03FBDDH2 82.16  104.85  22.69   74.44  0.89  0.03 
       -50°            
              including 97.41  104.85  7.44   24.41  1.44  0.04 
             
03FBDDH3 52.0  77.24  25.24   82.81  0.86  0.03 
       -60°            
              including 72.12  77.24  5.12   16.80  1.86  0.05 

This initial drilling at the Fromenda Grid "B" area has demonstrated that the shear structure that hosts the gold mineralization is approximately 25 metres (83 feet) in true width with grades of up to 3.59 g/t over a true width of 17.0 metres (56 feet). Further drilling is planned to test the rake of the mineralised zone more completely.

In the Kukunapi area, four drill holes were completed of which results have now been received for the first two drill holes as shown below.

Table II
Kukunapi Area
2003 Drill Program
             
Drill Hole & Drill Intercept  Drill  Assays 
-inclination From (m)  To (m)  (m)  (ft)           Au (g/t)  Au (oz/ton) 
             
03JGDDH1 30.82  34.40  4.08  13.39  1.66  0.05 
       -45° 77.55  83.52  5.97  19.59  4.67  0.14 
              including 90.22  91.90  1.68  5.51  2.21  0.06 
              including 77.55  78.55  1.00  3.28  21.59  0.63 
             
03JGDDH2 24.00  27.00  3.00  9.84  1.34  0.04 
       -60° 41.00  47.00  6.00  19.68  1.44  0.04 
              including 95.90  102.41  6.51  21.36  2.24  0.07 

The initial drilling at Kukunapi is regarded by the Company as successful since it has demonstrated the existence of the mineralized structures grading up to 4.67 g/t Au over a width of 5.97 metres (19.59 feet).

The Company is pleased with the results to date of its drill program since potentially economic gold mineralized zones have been identified to date at both the Fromenda Grid "B" area and at Kukunapi over significant widths.



PMI VENTURES LTD.
FORM 51-901F – QUARTERLY AND YEAR END REPORT
SEPTEMBER 30, 2003
 

Much of Ghana's gold production is from very large low-grade gold deposits such as those of Newmont, 15,000,000 tons at 1.82 g/t, and at Consolidated Goldfields of South Africa, 168,400,000 at 1.66 g/tons.

During the quarter under review, the Company commenced a second diamond drilling program on the Fromenda concession. The program, which consisted of nine holes totaling 931 metres, was intended to extend the previously reported gold mineralization to the east and to depth. The Company is most encouraged by these results from the second drill (see table below), since they continue to demonstrate that the shear structure that hosts the gold mineralization is laterally continuous and contains near surface mineralized sections with gold grades of between 1.13 g/t gold and 4.97 g/t gold over widths ranging from 6.50 metres (21.32 feet) to 41.00 metres (134.50 feet), and in the drill holes completed to date the average mineralized intersection is 1.70 g/t gold over 17.9 m (57.74 feet) . The deepest hole completed to date has tested the mineralized zone to a true depth of 72 metres (236 feet).

Table III
Fromenda Grid "B" Area
2003 Drill Program #2
             
             
Drill Hole & Drill Intercept  Drill  Assays 
-inclination From (m)  To (m)  (m)  (ft)  Au (g/t)  Au (oz/ton) 
             
03FBDDH5 20.73  31.39  10.66  34.98  3.80  0.11 
       -50°            
              including 20.73  22.86  2.13  6.99  4.67  0.14 
              including 29.87  31.39  1.52  4.99  19.45  0.57 
             
03FBDDH7 48.40  72.00  23.60  77.43  4.97  0.14 
       -90°            
              including 48.40  61.58  13.18  43.24  5.49  0.16 
              including 68.00  72.00  4.00  13.12  10.89  0.32 
             
03FBDDH09 55.00  68.50  13.50  44.29  1.00  0.03 
       -60°            
              including 62.00  68.50  6.50  21.32  1.40  0.04 
             
03FBDDH11 14.50  34.00  19.50  63.98  1.39  0.04 
       -50°            
              including 14.50  19.00  4.50  14.76  1.89  0.06 
              including 24.00  34.00  10.00  32.81  1.74  0.05 
             
03FBDDH12 6.00  24.45  18.45  60.53  2.42  0.07 
       -50°            
              including 10.00  22.00  12.00  39.37  3.34  0.10 
             
03FBDDH13 13.00  54.00  41.00  134.52  1.15  0.03 
       -50°            
              including 13.00  19.00  6.00  19.69  2.40  0.07 
43.00  54.00  11.00  36.09  2.01  0.06 

Subsequent to the end of the third period, the Company initiated an 80 reverse circulation (RC) drilling program totalling 6,000 metres to further explore the mineralised zone.

The Company continues to expand awareness within the public sector and strengthen its shareholder communications program.



PMI VENTURES LTD.
FORM 51-901F – QUARTERLY AND YEAR END REPORT
SEPTEMBER 30, 2003
 

Related Party Transactions

During the period, the Company paid management fees of $31,700 (2002 - $7,500) to directors and companies controlled by an officer and a director of the Company.

An amount of $5,226 (2002 - $Nil) is due from related parties for miscellaneous and general expenditures during the period.

Investor Relations Activities

There were no investor relations arrangements or contracts entered into by the Company during the first nine months of 2003. Investor relations were limited to ongoing shareholder communications.

Financial Results

Third Quarter

During the second quarter, administrative expenses were $199,215 (2002 - $27,852). These expenses primarily consisted of management fees of $31,700 (2002 - $7,500), professional fees of $20,168 (2002 - $6,974 and transfer agent costs and regulatory fees of $2,858 (2002 - $3,086). Office and miscellaneous expenditures increased by $15,272 over the same period of the prior year (2002 - $4,343). Additionally, there was an increase of $593 in bank charges over the previous year. Increased shareholder communications activities, which included publication in several newsletters, participation in three high-profile gold conferences and increased mailings to shareholders, yielded expenses of $34,801 (2002 - $Nil). In addition, the Company had a total of four employees and paid wages and benefits totalling $73,506 (2002 - $Nil) during the quarter. Overall, there was a dramatic increase in business activities of the Company over the same period of 2002, which directly correlates to the significant increase in general and administrative expenditures.

A total of $14,864 was spent on travel expenses to Ghana during the period (2002 - $Nil) to continue evaluation and exploration of the properties. Total deferred exploration expenditures during the quarter were $380,187.

General and administrative costs were offset by interest income of $2,372 (2002 - $21). In addition, the Company realized gas sales totalling $1,639 from the Little Bow, Alberta property which is under a farm-out letter agreement dated February 1, 2001 with Omax Resources Ltd. wherein the Company was granted an option to acquire a 60% interest in an oil and gas lease.

At the quarter-end of September 30, 2003, operating activities had used cash of $105,820 (2002 - $18,014) and investing activities had consumed cash totalling $388,052 (2002 - $Nil). Cash inflows consisted of net proceeds from the issuance of shares of $613,333 and from the receipt of advance subscriptions for two non-brokered private placements announced in August 2003, of $2,307,000 (2002 - $Nil). The result was a net increase in cash and equivalents of $2,426,761.

Nine Months Ended September 30, 2003

During the initial nine months of 2003, there was a concentrated effort made by the Company to expand awareness within the public sector, which resulted in shareholder communications expenses of $87,232 (2002 - $Nil). Other promotional expenses consisted of $14,739 in advertising (2002 - $Nil). The Company has been published in a various newsletters, reports and in the March edition of Fortune magazine. As well, the Company has participated in four major gold conferences (PDAC-Toronto, Calgary, New Orleans, San Francisco).

General and administrative expenses exceeded those of the same period in the prior year, as there was a much greater level of business activity in fiscal 2003. Bank charges increased by $1,905 (2002 - $187). Office expenses rose by $42,713 to $49,299. Professional fees totaled $91,244 as compared to $12,490 in the previous year. Transfer agent and regulatory fees more than doubled to $22,577 (2002 - $8,924).

At the nine-month mark of the year a total of $46,593 was spent on travel expenses (2002 - $Nil) as the Company undertook further due diligence work and inspection of the Ghanaian properties. As well, management travelled to Zurich, Switzerland in order to meet with investors and raise funds via private placement.



PMI VENTURES LTD.
FORM 51-901F – QUARTERLY AND YEAR END REPORT
SEPTEMBER 30, 2003
 

The Company invested in capital assets worth $10,743 in the first nine months of 2003. These assets are comprised of office furniture and equipment.

At September 30, 2003, the Company had a total of seven employees and paid wages and benefits totalling $152,989 (2002 - $Nil).

During the first quarter of fiscal 2003, the Company completed a non-brokered private placement of 1,699,845 Units for gross proceeds of $1,104,900. Each Unit consists of one common share and one non-transferable share purchase warrant entitling the warrant holder to acquire one additional common share of the Company for a period of one year at a price of $0.85 per share. A finder's fee of $82,732 or 8% was paid in connection with this private placement.

In January 2003, a payment of $90,000 was issued to Goknet Mining Company Limited pursuant to the Letter Agreement concerning the Asankrangwa Gold Belt properties. A further $24,298 was forwarded as consideration for quarterly payments on the option agreement. During the period, $380,187 was expended on the properties, comprised of $355,889 in deferred exploration expenditures and $6,750 in travel costs. At September 30, 2003, a total of $1,336,182 had been invested in the Ghanaian properties.

At the end of September 30, 2003, operating activities had used cash of $344,394 (2002 - $44,375) and investing activities had consumed cash totalling $1,346,925 (2002 - $Nil). Cash inflows consisted of net proceeds from the issuance of shares of $2,088,300 and from the receipt of advance subscriptions for two non-brokered private placements announced in August 2003, of $2,293,500 (2002 - $Nil). The result was a net increase in cash and equivalents of $2,690,481.

Subsequent Events

Subsequent to period ended September 30, 2003, the Company:

a)      closed a non -brokered private placement of 4,444,444 Units of the Company at a price of $0.45 per Unit to raise gross proceeds of $2,000,000. Each Unit consists of one common share and one -half of one non -transferable share purchase warrant, each whole share purchase warrant entitling the holder to acquire one additional common share of the Company for a period of two years at a price of $0.70 per share in the first year and at $1.00 in the second year. Funds raised will be used for continued exploration of the Ghanaian properties under option from Goknet Mining Company Limited and general working capital. A finders' fee was paid in connection with this private placement.
 
b)      closed an additional non -brokered private placement of 1,090,385 Units of the Company at a price of $0.52 per Unit to raise gross proceeds of $567,000. Each Unit consists of one common share and one -half of one non -transferable share purchase warrant, each whole share purchase warrant entitling the holder to acquire one additional common share of the Company for a period of two years at a price of $0.70 per share in the first year and at $1.00 in the second year.
 
  Funds raised will be used for continued exploration of the Ghanaian properties under option from Goknet Mining Company Limited and general working capital. A finders' fee was paid in connection with this private placement.
 
c)      A total of 45,000 stock options at a price of $0.25 were exercised to raise gross proceeds of $11,250.
 
d)      On October 14, 2003 the Company granted 360,000 common share purchase options to directors and employees. These options will expire on October 14, 2008 and have an exercise price of $0.70 per share.

Liquidity and financial position

As at September 30, 2003, the Company had current assets of $2,977,855. These assets exceeded the accounts payable and accrued liabilities due to third parties of $281,843. At the end of the third quarter there was working capital of $2,696,012.

Outlook and risks

Management is very pleased with the progress made by the Company thus far in respect of the change in business direction, moving from the oil and gas sector to mineral exploration and development.



PMI VENTURES LTD.
FORM 51-901F – QUARTERLY AND YEAR END REPORT
SEPTEMBER 30, 2003
 

The Company had sufficient working capital to meet commitments at September 30, 2003.

However, there are risks associated with the business of the Company. In addition to the normal risks of exploration and the metals market, there is risk that the Company may not be able to raise funds that will be adequate for on-going development of its business. Thus, the Company will continue to rely on support from its shareholders and management.

On behalf of the Board,

"Arthur T. Fisher"

Arthur T. Fisher
President

November 28, 2003


EX-99.4 5 exhibit99-4.htm CONFIRMATION OF MAILING FOR THE INTERIM FINANCIAL STATEMENTS ENDED SEPTEMBER 30, 2003 Filed by Automated Filing Services Inc. (604) 609-0244 - PMI Ventures Ltd. - Exhibit 99.4

PMI VENTURES LTD.
511 – 475 Howe Street
Vancouver, BC V6C 2B3
Ph: (604) 681-8069 Fax: (604) 682-8094

VIA SEDAR

November 28, 2003

Statutory Filings
British Columbia Securities Commission
P.O. Box 10142, Pacific Centre
701 West Georgia Street
Vancouver, B.C.
V7Y 1L2

Dear Sirs and Mesdames,

CONFIRMATION OF MAILING

This is to confirm that the following document was mailed to the shareholders of the Company on November 28, 2003:

Interim financial statements for the nine months ended September 30, 2003

Yours truly,

PMI VENTURES LTD.


"Arthur T. Fisher"

Arthur T. Fisher
President


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