-----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, JQ9L8CIJPZNTdPArtZ9rCOXNndLuXHBcs8PV5cWZo2ThWRDGan6PuNxcajvNRKXm mQK4X1xCsGpa/YyzCg/RtA== 0001062993-05-000140.txt : 20050126 0001062993-05-000140.hdr.sgml : 20050126 20050126143303 ACCESSION NUMBER: 0001062993-05-000140 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20041101 FILED AS OF DATE: 20050126 DATE AS OF CHANGE: 20050126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PMI VENTURES LTD CENTRAL INDEX KEY: 0001222108 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50418 FILM NUMBER: 05549713 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 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 TO RULE 13A or 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of: November and Decem ber 2004 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 November 1, 2004 announcing a property acquisition, a new showing on the Switchback South (Amuabaka) concession, and the appointment of a management consultant.
   
  99.2 Interim Financial Statements to September 30, 2004
   
  99.3 Management Discussion and Analysis for Interim Financial Statements to September 30, 2004
     
  99.4 CEO Certificate of Interim Filings
     
  99.5 CFO Certificate of Interim Filings
     
  99.6 Confirmation of Mailing to Shareholders for Interim Financial Statements to September 30, 2004
     
  99.7 Press Release dated December 3, 2004 announcing a road show presentation and the results of work on the Asankrangwa Gold Belt and the southwest Ghana concessions.
     
  99.8 Press Release dated December 8, 2004 announcing the appointment of Executive Chairman.
     
  99.9 Material Change Report for Press Release dated December 8, 2004
     
  99.10 Press Release dated December 23, 2004 announcing the closing of a private placement.

 


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:    January 25, 2005  /s/ Douglas R. MacQuarrie
  Chief Executive Officer 

 


EX-99.1 2 exhibit99-1.htm PRESS RELEASE DATED NOVEMBER 1, 2004 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) 682-8089 Fax: (604) 682-8094

News Release #04-21  TSX Venture: PMV 
November 1, 2004  Issued & Outstanding: 26,853,967 
  Fully Diluted: 38,525,101 

PMI VENTURES LTD. COMPLETES ACQUISITION OF DIASO-AFIEFISO CONCESSION, GHANA
NEW SHOWING DISCOVERED ON SWITCHBACK SOUTH CONCESSION
MANAGEMENT CONSULTANT APPOINTED

PMI Ventures Ltd. (the “Company”) [TSX Venture: PMV], is pleased to announce that it has completed the acquisition of the Diaso-Afiefiso Concession, one of eight mineral concessions operated by the Company and located along the axis of the Asankrangwa Gold Belt in southwest Ghana. This now completes the key land purchases envisaged in the November 2002 Option Joint Venture Agreement with Goknet Mining Limited, at a cost of some US$200,000 less than originally forecast.

The new Diaso-Afiefiso Prospecting License, covering a total area of 122.21 square kilometres, has been granted in the name of Adansi Gold Company (Gh) Ltd., the 100% owned Ghanaian registered subsidiary of the Company. All necessary governmental approvals have now been obtained. Final consideration paid to complete this transaction was US$165,500, including all Governmental transfer fees.

Further to the previously disclosed underlying agreements between the Company and Goknet Mining Company Limited of Accra, Goknet maintains the option to retain either a 15% joint venture interest in the Diaso-Afiefiso concession or a 2% net smelter royalty (NSR) which is subject to a buy back option on behalf of the Company, and a further 2% NSR held by MIA Investments Ltd., a BC corporation owned by the MacQuarrie Family Trust and directed by Douglas R. MacQuarrie, President and Director of the Company. MIA Investments Ltd. obtained its’ interests in the Asankrangwa properties, including the land now covered by the Diaso-Afiefiso concession, and in Goknet prior to the Company obtaining its’ interests therein. The Government of Ghana retains the right to a 10% carried interest in all the Asankrangwa concessions operated by the Company, after capital is returned.

NEW SHOWING DISCOVERED

During geological mapping along the active railway right of way on the Switchback South (Amuabaka) concession, a new quartz reef showing was located and sampled. The weighted average of four 1 metre chip samples taken across the total exposed 3.9 metre width of the reef, was 8.75 g/t Au. This showing is located on a major regional scale structure, 5.0 km northeast of our recent drilling on the Juabo target, and 4.6 km southwest of a defined IP geophysical target, referred to as the L34N target, on the new Diaso-Afiefiso concession. Additional field work to delineate this showing is underway. Sample analyses were conducted by SGS Analabs in Bibiani, Ghana utilising industry standard 50g fire assay techniques, with atomic absorption finish.

MANAGEMENT CONSULTANT APPOINTED

The Company also announces, subject to regulatory approval, the appointment of Pearce M. Bowman of MGMT Pty. Ltd. of Adelaide, Australia, as a management consultant to the Company. Mr. Bowman has been a senior Executive with WMC Resources Ltd. of Australia and Luscar Ltd. in Canada. Mr Bowman will assist the Company at the Board level with strategic planning including advising on potential acquisitions and/or joint ventures. The appointment is on a month to month basis at a remuneration of $10,000 per month.


2

The technical information contained in this release was reviewed and supervised by Douglas R. MacQuarrie, P.Geo., who is a Qualified Person as defined by National Instrument 43-101.

On behalf of the Board,

“Douglas R. MacQuarrie”

Douglas R. MacQuarrie
President

 

For further information please contact:

Douglas R. MacQuarrie, President or Larry Myles, Shareholder Communications
Telephone: (604) 682-8089         Toll-Free: (888) 682-8089         Facsimile: (604) 682-8094

Or visit the PMI Ventures Ltd. website at >www.pmiventures.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 TO SEPTEMBER 30, 2004 Filed by Automated Filing Services Inc. (604) 609-0244 - PMI Ventures Ltd. - Exhibit 99.2

PMI VENTURES LTD.
(An Exploration Stage Company)

 

CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)

 

SEPTEMBER 30, 2004

 

 

Responsibility for Financial Statements

The accompanying financial statements for PMI Ventures Ltd. have been prepared by management in accordance with Canadian generally accepted accounting principles. These financial statements, which are the responsibility of management, are unaudited and have not been reviewed by the Company’s auditors. Management believes the financial statements are free of material misstatement and present fairly, in all material respects, the financial position of the Company as at September 30, 2004 and 2003 and the results of its operations and its cash flows for the periods then ended.



PMI VENTURES LTD.
(An Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS
(Expressed in Canadian Dollars)
 
    September 30,      December 31,   
    2004      2003   
             
ASSETS             
             
Current             
          Cash and cash equivalents  $ 283,887    $ 867,606   
          Receivables    15,742      56,475   
          Prepaid expenses    78,501      41,603   
          Short term investment (Note 4)        1,500,000   
             
Total current assets    378,130      2,465,684   
             
Due from related parties (Note 10)    56,400      43,824   
             
Mineral property interests and deferred exploration costs (Note 5)    4,428,926      2,107,890   
             
Oil and gas properties (Note 6)         
             
Equipment (Note 7)    15,621      16,714   
             
Total assets  $ 4,879,078    $ 4,634,113   

- continued -

 

 

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



PMI VENTURES LTD.
(An Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS
(Expressed in Canadian Dollars)
 
    September 30,     December 31,  
    2004     2003  
             
             
Continued...         
             
LIABILITIES AND STOCKHOLDERS' EQUITY         
             
Current         
          Accounts payable and accrued liabilities  $ 144,295   $ 227,238  
          Due to related parties (Note 10)    11,450     18,285  
             
Total liabilities    155,745     245,523  
             
Commitment (Note 13)         
             
Stockholders' equity         
          Capital stock (Note 9)         
          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         
             
          Issued and outstanding         
                    26,853,967 common shares (2003– 23,475,396)    10,304,088     9,507,438  
          Contributed surplus    1,465,495     698,379  
          Deficit    (7,046,250   (5,817,227
             
          Total stockholders’ equity    4,723,333     4,388,590  
             
Total liabilities and stockholders’ equity  $ 4,879,078   $ 4,634,113  

Nature and continuance of operations (Note 1)

On behalf of the Board:

 

“Douglas MacQuarrie”  Director    “Len Dennis”  Director 

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



PMI VENTURES LTD.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in Canadian Dollars)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30
 
    2004      2003  
    3 months     9 months     3 months     9 months  
                         
EXPENSES                 
          Amortization and depletion  $ 1,205   $ 3,420   $ 1,052   $ 1,689  
          Bank charges and interest    1,057     3,428     651     2,092  
          Investor relations    10,321     102,167     34,801     87,232  
          Management fees (Note 10)    18,959     52,459     31,700     55,700  
          Office and miscellaneous    15,665     35,269     19,615     49,299  
          Professional fees    5,197     59,257     20,168     91,244  
          Transfer agent and regulatory fees    14,022     25,940     2,858     22,577  
          Travel and promotion    19,261     54,076     14,864     46,593  
          Wages, Consulting and benefits (Note 9)    197,076     910,059     73,506     152,989  
                         
          Total expenses    (282,763   (1,246,075   (199,215   (509,415
                         
OTHER ITEMS                 
          Gas sales, net of cost    (1,945   (321   2,372     5,765  
          Other income    284     17,373     1,639     6,583  
                         
          Total other items    (1,661   17,052     4,011     12,348  
                         
Loss for the period    (284,424   (1,229,023   (195,204   (497,067
                         
Deficit, beginning of period    (6,761,826   (5,817,227   (5,100,749   (4,798,886
                         
Deficit, end of period    (7,046,250   (7,046,250   (5,295,953   (5,295,953
                         
Basic and diluted loss per common share  $ (0.01 $ (0.05 $ (0.01 $ (0.04
                         
Basic and diluted weighted average number of                 
          common shares outstanding    26,054,839     24,214,799     17,155,568     12,312,437  

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



PMI VENTURES LTD.
(An Exploration Stage Company)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
(Expressed in Canadian Dollars)
 

  Capital Stock              
        Equity            
        Component     Subscriptions        
  Number      of     Received     Contributed      
  of Shares    Amount     Convertible     In Advance   Surplus   Deficit   Total  
        Notes            
                                         
Balance, December 31, 2001  3,728,389    4,133,780     125,626     -   -   (4,292,752 (33,346
                 
     Issued for conversion of convertible notes  5,152,000    568,200     (125,626   -   -   -   442,574  
                                 
     Exercise of warrants  1,250,000    187,500     -     -   -   -   187,500  
                                 
     Share issuance costs    (10,494   -     -   -   -   (10,494
                                 
     Share subscriptions received    -     -     13,500   -   -   13,500  
                                 
     Stock-based compensation    -     -     -   71,762   -   71,762  
                                 
     Loss for the year    -     -     -   -   (506,134 (506,134
                                 
Balance, December 31, 2002  10,130,389    4,878,986     -     13,500   71,762   (4,798,886 165,362  
                                 
     Exercise of warrants  4,982,000    891,686     -     (13,500 (18,385 -   859,801  
                                 
     Exercise of stock options  78,333    26,654     -     -   (7,071 -   19,583  
                                 
     Private placement issues  7,234,674    3,140,920     -     -   472,179   -   3,613,099  
                                 
     Share issuance costs    (200,808   -     -   -   -   (200,808
                                 
     Agents’ warrants issued    -     -     -   58,801   -   58,801  
                                 
     Stock-based compensation    -     -     -   121,093   -   121,093  
                                 
     Property acquisitions  1,000,000    735,000     -     -   -   -   735,000  
                                 
     Acquisition of subsidiary  50,000    35,000     -     -   -   -   35,000  
                                 
     Loss for the year    -     -     -   -   (1,018,341 (1,018,341
                                         
Balance, December 31, 2003  23,475,396    $ 9,507,438   $ -   $ -   $ 698,379   $ (5,817,227 $ 4,388,590  
                                 
     Private placement issues  3,378,571    946,000     -     -   -   -   946,000  
                                 
     Share issuance costs    (149,350   -     -   -   -   (149,350
                                 
     Stock-based compensation    -     -     -   767,116   -   767,116  
                                 
     Loss for the period    -     -     -   -   (1,229,023 (1,229,023
                                         
Balance, September 30, 2004  26,853,967    $ 10,304,088   $ -   $ -   $ 1,465,495   $ (7,046,250 $ 4,723,333  

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



PMI VENTURES LTD.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in Canadian Dollars)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30
 
  2004   2003  
  3 months   9 months   3 months   9 months  
                         
CASH FLOWS FROM OPERATING ACTIVITIES         
          Loss for the period  $ (284,424 $ (1,229,023 $ (137,570 $ (301,863
          Items not affecting cash:         
                    Amortization and depletion  1,205   3,420   318   637  
                    Stock-based compensation  152,551   767,116   -   -  
                         
          Changes in non-cash working capital items:         
                    (Increase) decrease in receivables  6,688   40,733   (14,286 (21,360
                    (Increase) decrease in prepaid expenses  (5,670 (36,898 (6,060 (4,093
                    (Increase) decrease in amounts due from related parties  -   (12,576 343   1,059  
                    Increase (decrease) in accounts payable and accrued  98,447   (82,943 (19,330 87,044  
                              liabilities         
                         
          Net cash used in operating activities  (31,203 (550,171 (176,585 (238,576
                         
CASH FLOWS FROM FINANCING ACTIVITIES         
          Proceeds from issuance of capital stock  946,000   946,000   377,500   1,557,400  
          Issuance costs  (149,350 (149,350 -   (82,732
          Advances from (repayment of) related parties  (14 (6,835 (13,500 (13,500
                         
          Net cash provided by financing activities  796,636   789,815   364,000   1,461,168  
                         
CASH FLOWS FROM INVESTING ACTIVITIES         
          Mineral property interests and deferred exploration costs  (818,716 (2,321,036 (765,575 (955,995
          Redemption of short term investment  -   1,500,000   -   (2,877
          Purchase of equipment  (865 (2,327 -   -  
          Advances to related parties  -   -   -   -  
                         
          Net cash used in investing activities  (819,581 (823,363 (765,575 (958,872
                         
Increase in cash and cash equivalents during the period  (54,148 (583,719 (578,160 263,720  
                         
Cash and cash equivalents, beginning of period  338,035   867,606   1,016,255   174,375  
                         
Cash and cash equivalents, end of period  $ 283,887   $ 283,887   $ 438,095   $ 438,095  

Supplemental disclosure with respect to cash flows (Note 11).

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



PMI VENTURES LTD.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
SEPTEMBER 30, 2004
 

1.     
NATURE AND CONTINUANCE OF OPERATIONS
 
 
The Company is incorporated under the laws of British Columbia and its principal business activity is the acquisition and exploration of mineral property interests. In addition, the Company has residual interests in an oil and gas property, as described in Note 6. However, the Company is not pursuing additional or new exploration in this area and it does not comprise the Company’s principal business activity.
 
 
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. During the year ended December 31, 2003, the Company acquired all 725,000 outstanding shares of common stock of Columbia Hunter Capital Corp. (Note 3). In January 2004, the Company incorporated a wholly owned subsidiary, Adansi Gold Company (Gh) Ltd., under the laws of Ghana, West Africa.
 
 
The Company is in the process of exploring its mineral property interests and has not yet determined whether the mineral property interests contain ore reserves that are economically recoverable. The recoverability of the amounts shown for mineral property interests and related deferred exploration costs are dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves and upon future profitable production.
 
 
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.

    September 30,   December 31,  
    2004   2003  
               
  Deficit  $ (7,046,250 $ (5,817,227
  Working capital  222,385   2,220,161  

2.     
SIGNIFICANT ACCOUNTING POLICIES
 
 
These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles. The significant accounting policies adopted by the company are as follows:
 
 
Principles of consolidation
 
 
These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries - PMI Resources (Delaware) Corp., which is incorporated under the laws of the state of Delaware in the United States of America and and Adansi Gold Company (Gh.) Ltd., which is incorporated under the laws of Ghana, West Africa. All material inter-company transactions and balances have been eliminated upon consolidation.



PMI VENTURES LTD.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
SEPTEMBER 30, 2004
 

2.     
SIGNIFICANT ACCOUNTING POLICIES (cont'd...)
 
 
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.
 
 
Cash and cash equivalents
 
 
Cash and cash equivalents consist of cash on hand and funds held in trust with the lawyer. To limit its credit risk exposure for amounts in excess of federally insured limits, the Company places its deposits with financial institutions of high credit standing.
 
 
Receivables
 
 
Provisions are made for doubtful accounts on an individual basis as necessary.
 
 
Investments
 
 
Long-term investments are carried at cost. If it is determined that the value of the investment is permanently impaired, it is written down to its estimated net realizable value.
 
 
Oil and gas properties and related depletion
 
 
The Company has an interest in an oil and gas property (Note 6) and is holding this interest as an investment which has been written-down to $1 in value.
 
 
Estimated future removal and site restoration costs are provided for using the unit-of-production method. These costs are based on engineering estimates of the anticipated costs of site restoration in accordance with current legislation and industry practices. The annual charge is recorded as additional depletion and amortization. No charges were recorded during the years presented.
 
 
Crown royalties and production revenue from oil and gas properties are recognized when amounts are received, after title passes and collection of the amount is reasonably assured.
 
 
Mineral property interests and deferred exploration costs
 
 
The Company records mineral property interests, which consist of the right to explore for mineral deposits, at cost. The Company records deferred exploration costs, which consist of costs attributable to the exploration of mineral property interests, at cost. All direct and indirect costs relating to the acquisition and exploration of these mineral property interests are capitalized on the basis of specific claim blocks until the mineral property interests to which they relate are placed into production, the mineral property interests are disposed of through sale or where management has determined there to be an impairment. If a mineral property interest is abandoned, the mineral property interests and deferred exploration costs will be written off to operations in the period of abandonment.



PMI VENTURES LTD.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
SEPTEMBER 30, 2004
 

2.     
SIGNIFICANT ACCOUNTING POLICIES (cont'd...)
 
 
Mineral property interests and deferred exploration costs (cont’d...)
 
 
On an ongoing basis, the capitalized costs are reviewed on a property-by-property basis to consider if there is any impairment on the subject property. Management’s determination for impairment is based on: i) whether the Company’s exploration programs on the mineral property interests have significantly changed, such that previously identified resource targets are no longer being pursued; ii) whether exploration results to date are promising and whether additional exploration work is being planned in the foreseeable future or iii) whether remaining lease terms are insufficient to conduct necessary studies or exploration work. As at September 30, 2004 and December 31, 2003 management believes that no impairment relating to the mineral property interests and deferred exploration costs was required.
 
 
The recorded cost of mineral property interests and deferred exploration costs is based on cash paid and the assigned value of share consideration issued for mineral property interest acquisitions and exploration costs incurred. The recorded amount may not reflect recoverable value as this will be dependent on future development programs, 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 property interests and deferred exploration costs
 
 
The Company does not accrue the estimated future costs of maintaining its mineral property interests and deferred exploration costs in good standing.
 
 
Environmental protection and rehabilitation costs
 
 
Liabilities related to environmental protection and rehabilitation costs are accrued and charged against income when their likelihood of occurrence is established. This includes future removal and site restoration costs as required due to environmental law or contracts.
 
 
Equipment
 
 
Equipment is 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%  

 

Foreign currency translation and transactions

Monetary items denominated in a foreign currency are translated into Canadian dollars at exchange rates in effect at the balance sheet date and non-monetary items are translated at rates of exchange in effect when the assets were acquired or obligations incurred. Revenues and expenses denominated in a foreign currency are translated at an average exchange rate for the period. Realized foreign exchange gains and losses are included in loss for the year.

During the period ended September 30, 2004, the aggregate foreign currency transaction loss recognized in determining year-to-date loss was $1,401 (2003 - $300).




PMI VENTURES LTD.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
SEPTEMBER 30, 2004
 

2.     
SIGNIFICANT ACCOUNTING POLICIES (cont'd...)
 
 
Stock based compensation
 
 
Effective January 1, 2002, the Company adopted CICA Handbook Section 3870 “Stock-Based Compensation and Other Stock-Based Payments” (“Section 3870”) which recommends the fair value-based methodology for measuring compensation costs but permits the intrinsic value-based method. For the year ended December 31, 2002, the Company applied 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. For the year ended December 31, 2003, the Company has prospectively adopted the fair value method for measuring compensation. Any consideration paid by the option holders to purchase shares is credited to capital stock.
 
 
Future income taxes
 
 
Future income taxes are recorded using the asset and liability method whereby future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment or enactment occurs. To the extent that the Company does not consider it more likely than not that a future tax asset will be recovered, it provides a valuation allowance against the excess.
 
 
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 loss 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. For the years presented, this calculation proved to be anti-dilutive. Basic loss per share is calculated using the weighted-average number of common shares outstanding during the year.
 
3.     
BUSINESS ACQUISITION
 
 
During the year ended December 31, 2003, the Company acquired all 725,000 outstanding shares of common stock of Columbia Hunter Capital Corp. (“CHCC”), a Delaware corporation, from the shareholders thereof in exchange for 50,000 shares of common stock of the Company (the “Acquisition”). The Acquisition was effective on September 22, 2003. The fair value of the shares issued on that date was $35,000.
 
 
Immediately following the Acquisition, PMI Resources (Delaware) Corp., a newly incorporated, wholly owned subsidiary of the Company, merged with CHCC. The merger was effective on September 26, 2003.
 
 
Subsequent to the Acquisition, the Company determined that the carrying value of the subsidiary company exceeded its fair value as CHCC had no net assets and no sources of revenues at the date of the Acquisition and was unlikely to generate such net assets or revenue in the future. Accordingly, the Company recorded an impairment in goodwill for the full $35,000 fair value at which the investment was initially recorded.



PMI VENTURES LTD.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
SEPTEMBER 30, 2004
 

3.     
BUSINESS ACQUISITION (cont’d)
 
 
The Acquisition was approved by the unanimous consent of the Board of Directors of the Issuer and its shareholders on September 19, 2003, and was effective on September 22, 2003.
 
4.     
SHORT TERM INVESTMENT
 
 
The short term investment consisted of a guaranteed investment certificate bearing a nominal rate of interest, maturing October 14, 2004. During the second quarter of fiscal 2004 this investment was redeemed in its entirety.
 
5.     
MINERAL PROPERTY INTERESTS AND DEFERRED EXPLORATION COSTS
 
 
Title to mining properties involves certain inherent risks. The Company has investigated title to all of its mineral properties and, to the best of its knowledge, title to all of its properties is 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.

      September 30,    December 31,   
      2004    2003   
             
  Acquisition costs           
              Balance, beginning of period  $ 825,000    $  
             
  Additions during the period    578,410    825,000   
             
              Balance, end of period    1,403,410    825,000   
             
  Exploration costs           
  Balance, beginning of the period    1,282,890     
             
  Additions during the period:           
              Assaying, testing and analysis    13,508    1,125   
              Diamond drilling    536,301    495,709   
              Project management and related exploration costs    1,170,216    758,421   
              Transportation and travel    22,601    27,635   
             
  Additions during the period    1,742,626    1,282,890   
             
  Balance, end of the period    3,025,516    1,282,890   
               
  Total  $ 4,428,926    $ 2,107,890   



PMI VENTURES LTD.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
SEPTEMBER 30, 2004
 

5.     
MINERAL PROPERTY INTERESTS AND DEFERRED EXPLORATION COSTS (cont’d...)
 
 
Asankrangwa Gold Belt
 
 
The Company entered into a letter agreement dated November 22, 2002 with Goknet Mining Company Limited ("Goknet") whereby the Company has an option to acquire up to an 85% undivided interest in 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 and issue 500,000 common shares of the Company (paid and issued during 2003).
 
 
b)     
On the first anniversary date pay US$100,000 (paid), issue 500,000 common shares (issued) of the Company and have incurred expenditures of US$500,000 (incurred) 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 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 US$1,000,000 for 1% or US$2,000,000 for 2%.
 
 
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-V 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 TSX-V review and approval.



PMI VENTURES LTD.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
SEPTEMBER 30, 2004
 

6. OIL AND GAS PROPERTIES

      September 30,      December 31,   
      2004      2003   
               
  Balance, beginning of period  $   $  
              Drilling         
              Engineering         
               
           
               
  Depletion for the period         
               
  Write-down during the period         
               
  Balance, end of period  $   $  

 
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 agreed to pay 100% of the drilling and abandonment or the drilling, completion and tie-in costs to bring the well to production. During the year ended December 31, 2002, management determined the property to be uneconomical and decided to write down its interest in the oil and gas properties to a nominal value.
 
7.     
EQUIPMENT

      September 30,      December 31,   
      2004      2003   
                                       
        Accumulated      Net        Accumulated      Net   
      Cost  Amortization      Book Value      Cost  Amortization      Book Value   
                                       
  Computer equipment  $ 11,534    $ 3,202    $ 8,332    $ 10,131    $ 986    $ 9,145   
  Furniture and equipment    9,464  2,175      7,289      8,539  970      7,569   
                                       
    $ 20,998    $ 5,377    $ 15,621    $ 18,670    $ 1,956    $ 16,714   



PMI VENTURES LTD.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
SEPTEMBER 30, 2004
 

8.     
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.
 
 
Each share purchase warrant entitled the holder to purchase one common share of the Company at a price of $0.10 per share on or before September 21, 2002 and at a price of $0.15 per share until September 21, 2003.
 
 
Using pricing models, the convertible notes were segregated into the respective fair value of their debt and equity components on the date the convertible notes were originally issued. The convertible notes and detachable warrants issued during the year ended December 31, 2001 were segregated into a debt component of $457,619 and an equity component of $147,581.
 
 
As of December 31, 2002, all of the notes had been converted to equity.
 
9.     
CAPITAL STOCK
 
 
Capital stock transactions
 
 
During the third quarter of fiscal 2004 the Company completed a brokered private placement, issuing 3,378,571 units for net proceeds of $796,650. Each unit consists of one common share and one-half of one common share purchase warrant entitling the holder thereof to acquire one additional common share for a period of eighteen months at a price of $0.35 per share. Fees and commissions pertaining to this placement totalled $149,350. In addition, Toll Cross Securities Inc. (the “Agent”) was granted a Compensation Option entitling it to purchase up to 234,571 Units of the Company at an exercise price of $0.28 per Unit. Each Unit is comprised of one common share and one-half of one common share purchase warrant (“Agent Warrant”). Each whole Agent Warrant entitles the Agent to purchase one additional common share of the Company at a price of $0.35 at any time on or prior to January 28, 2006.
 
 
During the year ended December 31, 2003, the following stock transactions occurred:
 
 
a)     
The Company issued 4,982,000 shares on the exercise of warrants for proceeds of $859,801;
 
 
b)     
78,333 common shares were issued for proceeds of $19,583 on the exercise of stock options;
 
 
c)     
The Company issued 7,234,674 common shares on private placements to investors for total proceeds of $3,671,900. Fees and commissions related to these offerings totalled $200,808, resulting in net proceeds to the Company of $3,471,092. In conjunction with these private placements, a total of 4,911,491 share purchase warrants were issued, of which 444,231 were issued to agents in conjunction with finders fees and 4,467,260 were issued to investors.
 
 
d)     
1,000,000 common shares were issued at a fair value of $735,000 for mineral property interests; and
 
 
e)     
50,000 common shares were issued at a fair value of $35,000 to acquire a subsidiary company (Note 3).



PMI VENTURES LTD.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
SEPTEMBER 30, 2004
 

9.     
CAPITAL STOCK (cont’d...)
 
 
Escrow shares
 
 
Included in issued and outstanding shares at September 30, 2004 and December 31, 2003 are 62,083 common shares that are escrowed shares and may not be transferred, assigned or otherwise dealt with without the consent of the regulatory authorities.
 
 
Stock options
 
 
The Company, in accordance with the policies of the TSX-V, is authorized to grant options to its directors, officers and employees to acquire up to 20% of issued and outstanding common stock. The options are for a maximum term of 5 years and vest in three tranches over a period of 1.5 years.
 
 
As at September 30, 2004, the following incentive stock options were outstanding and exercisable:

        Weighted     
        Average     
  Number  Exercise  Number of Options  Exercise     
  of Shares  Price  Exercisable  Price    Expiry Date 
             
  376,667  $ 0.25  376,667  $ 0.25    November 27, 2007 
  590,000  $ 0.45  590,000  $ 0.45    May 23, 2008 
  50,000  $ 0.45  33,333  $ 0.45    August 28, 2008 
  100,000  $ 0.45  66,667  $ 0.45    October 14, 2008 
  150,000  $ 0.56  $ 0.56    February 23, 2009 
  2,325,000  $ 0.30  $ 0.30    June 28, 2009 
  1,061,250  $ 0.30  $ 0.30    September 1, 2009 
  4,652,917    1,066,667       

 
During the period ended September 30, 2004, the Company amended the exercise price of stock options granted during fiscal 2003 from $0.70 to $0.45 per common share.



PMI VENTURES LTD.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
SEPTEMBER 30, 2004
 

9.      CAPITAL STOCK (cont’d...)
 
  Stock options (cont’d...)
 
 
Stock option transactions and the number of stock options outstanding are summarized as follows:

    September 30,    December 31,   
    2004    2003   
                       
        Weighted        Weighted   
        Average        Average   
    Number     Exercise    Number     Exercise   
    of Options     Price    of Options     Price   
                       
  Options, beginning                 
              of period  2,381,667   $ 0.56    795,000   $ 0.25   
              Granted  3,736,250     0.30    1,665,000          0.70   
              Exercised  -            -    (78,333        0.25   
              Expired/ forfeited  (1,465,000   0.42    -        
                       
  Options, end of period  4,652,917   $ 0.33    2,381,667   $ 0.56   

 

Stock-based compensation

During the year ended December 31, 2003, the Company elected to adopt the fair value method to value stock based compensation. Under the transitional provisions of Section 3870, the method has been applied prospectively.

During the year ended December 31, 2002, the Company measured compensation costs using the intrinsic value-based method for employee stock options. Had the compensation costs for the year ended December 31, 2002 been determined based on the fair value of the options at the grant date using the Black-Scholes option pricing model, additional compensation expense would have been recorded in the statement of operations of the period, with pro forma results as presented below. Under the transitional provisions of Section 3870, comparative figures for the year ended December 31, 2001 are not required.


      2002  
         
  Loss for the year as reported  $ (506,134
  Compensation expense    (167,228
         
  Pro forma net loss for the year  $ (673,362
         
  Pro forma basic and diluted loss per common share  $ (0.12



PMI VENTURES LTD.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
SEPTEMBER 30, 2004
 

9.     
CAPITAL STOCK (cont’d...)
 
 
Stock-based compensation (cont’d...)
 
 
The Company granted 350,000 stock options to directors and consultants during the first quarter of fiscal 2004. Accordingly, the stock based compensation recognized, based on the Black-Scholes option pricing model, was $71,760 and was recorded as wages, consulting and benefits expense. The assumptions used for the Black-Scholes calculation were: a term of five years; a risk free interest rate of 4.06%; and an expected volatility of 40.93%.
 
 
An additional 2,325,000 stock options were granted to directors, employees and consultants during the second quarter of fiscal 2004. The stock based compensation recognized, based upon the Black-Scholes option pricing model, was $542,805. This amount was recorded as wages, consulting and benefits expense. The assumptions used for the Black-Scholes calculation were: a term of five years; a risk free interest rate of 4.06%; and an expected volatility of 103.82%.
 
 
A further 1,065,250 stock options were granted to directors, employees and consultants during the third quarter of fiscal 2004. The stock based compensation recognized, based upon the Black-Scholes option pricing model, was $152,551. This amount was recorded as wages, consulting and benefits expense. The assumptions used for the Black-Scholes calculation were: a term of five years; a risk free interest rate of 4.00%; and an expected volatility of 98.0%.
 
 
The Company granted 1,665,000 stock options to employees during the year ended December 31, 2003. Accordingly, the stock based compensation recognized, based on the Black-Scholes options pricing model, was $121,093 and was recorded as wages and benefits expense.
 
 
The Company granted 100,000 stock options during the year ended December 31, 2002 to third party consultants. Accordingly, the stock-based compensation recognized, based on the Black-Scholes option pricing model, was $30,062 (2001 - $Nil) and was recorded as an engineering consulting expense.
 
 
The Company also granted 695,000 stock options during the year ended December 31, 2002 to employees at an exercise price below the share price at the date of granting. Accordingly, the stock-based compensation recognized, based on the intrinsic value was $21,600 (2001 - $Nil) and $20,100 (2001 - $Nil) and was recorded as management fees and wages and benefits, respectively.
 
 
The following weighted-average assumptions were used for the Black-Scholes valuation of stock options granted during the years ended December 31, 2003 and 2002:

           
    2003   2002  
           
  Risk-free interest rate  3.09% - 3.20%   4.39%  
  Expected life of options  0.5 to 1.5 years   5 years  
  Stock price volatility  50% - 58%   185.85%  
  Dividend rate  0.00%   0.00%  



PMI VENTURES LTD.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
SEPTEMBER 30, 2004
 

9.     
CAPITAL STOCK (cont’d...)
 
 
Warrants
 
 
The following share purchase warrants were outstanding at September 30, 2004 and December 31, 2003:

  Number       
  of Shares  Exercise Price    Expiry Date 
           
  3,211,646  $ 0.70 during year one and    October 16, 2005 
    $ 1.00 during year two     
  1,806,5705    $0.35    January 28, 2006 
           
  5,018,216       

10.     
RELATED PARTY TRANSACTIONS
 
 
During the current year, the Company paid or accrued management fees of $52,459 (2003 - $55,700) to directors and companies controlled by directors of the Company.
 
 
Amounts owing to the Company pertain to shared office costs incurred during prior periods via companies related by way of a common director.
 
 
Amounts due from and to related parties are unsecured, non-interest bearing with no specific terms of repayment and accordingly the fair value cannot be determined. These amounts have been advanced for the purposes of working capital between companies with a director in common. These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
 
11.     
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
 
 
Significant non-cash transactions which occurred during the period ended September 30, 2004 arose when the Company issued 3,740,250 stock options to directors, employees and consultants resulting in wages and benefits of $767,116 (2003 - $Nil) offset by contributed surplus of $767,116 (2003 - $Nil)(See Note 9).



PMI VENTURES LTD.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
SEPTEMBER 30, 2004
 

12.     
FINANCIAL INSTRUMENTS
 
 
The Company's financial instruments consist of cash and cash equivalents, receivables, prepaid expenses, due from related parties, short term investments, accounts payable and accrued liabilities and due to related parties. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest or credit risks arising from the financial instruments. The fair market values of these financial instruments approximate their carrying values, unless otherwise noted.
 
 
The Company is exposed to financial risk arising from fluctuations in foreign exchange rates and the degree of volatility of these rates. The Company does not use derivative instruments to reduce its exposure to foreign currency risk.
 
 
As substantially all of the Company’s operations are conducted in Ghana, the Company is subject to different considerations and other risks not typically associated with companies operating in North America and Western Europe. These include risks associated with, among others, political, economic and legal environments and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in Ghana and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, amongst other things.
 
13.     
COMMITMENT
 
 
The Company has entered into an operating lease agreement for office premises. The annual lease commitments under this lease are as follows:

    2004  $ 3,113   
    2005    12,452   
           
      $ 15,565   

14.      SUBSEQUENT EVENTS
 
  Subsequent to September 30, 2004, the Company:
 
  a)     
Announced a non-brokered private placement of up to 3,245,000 units at $0.20 per unit for gross proceeds of up to $649,000. Each unit will consist of one common share and one share purchase warrant, each share purchase warrant entitling the holder to acquire one additional common share for a period of one year at a price of $0.35 per share. Funds raised will be used for continued exploration of the eight concessions located along the Asankrangwa gold belt of southwest Ghana and for general working capital;
 
  b)     
Appointed SRK Consulting (Canada) Inc., Consulting Engineers and Scientists, to undertake a review and interpretation of the regional structural setting for the Company’s mineral concessions;



PMI VENTURES LTD.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
SEPTEMBER 30, 2004
 

14.      SUBSEQUENT EVENTS (cont’d...)
 
  c)     
Announced the completion of the acquisition of the Diaso-Afiefiso concession, one of the eight mineral concessions located in Ghana, West Africa. The concession covers a total area of 122.21 square kilometres and has been granted in the name of Adansi Gold Company (Gh) Ltd., the Company’s wholly-owned Ghanaian subsidiary. Consideration paid for this acquisition was US$165,500, including all governmental transfer fees. The vendor, Goknet Mining Company Ltd. (“Goknet”) maintains the option to retain either a 15% joint venture interst in the Diaso-Afiefiso concession or a 2% net smelter royalty (“NSR”) which is subject to a buy back option by the Company. A further 2% NSR is held by MIA Investments Ltd., a BC corporation owned by the MacQuarrie Family Trust and directed by Douglas R. MacQuarrie, President and a director of the Company. The Government of Ghana retains the right to a 10% carried interest in all of the Asankrangwa concessions operation by the Company, after capital is returned;
 
  d)     
Appointed, subject to regulatory approval, Pearce M. Bowman of MGMT Pty. Ltd. of Adelaide, Australia as a management consultant to the Company. Mr. Bowman will assist the Company at the board level with strategic planning, including advising on potential acquisitions and/or joint ventures. The appointment is on a month-to- month basis at a remuneration of $10,000 per month; and
 
  e)     
Received $9,500 upon the exercise of 38,000 stock options priced at $0.25.


EX-99.3 4 exhibit99-3.htm MANAGEMENT DISCUSSION AND ANALYSIS FOR INTERIM FINANCIAL STATEMENTS TO SEPTEMBER 30, 2004 Filed by Automated Filing Services Inc. (604) 609-0244 - PMI Ventures Ltd. - Exhibit 99.3

PMI VENTURES LTD.

Management Discussion and Analysis

QUARTERLY REPORT – June 30, 2004

This Management Discussion and Analysis of PMI VENTURES LTD. (the “Company”) provides analysis of the Company’s financial results for the six-month period ended June 30, 2004. The following information should be read in conjunction with the accompanying unaudited financial statements and the notes to the unaudited financial statements.

1.1           Date of Report:           August 30, 2004

1.2           Overall Performance

Nature of Business and Overall Performance

PMI Ventures Ltd. is a public company listed on the TSX Venture Exchange under the symbol: PMV. The Company is engaged in the business of the exploration and development of natural resource properties.

In November of 2002, the Company entered into an option joint venture agreement with Goknet Mining Company Limited (“Goknet”) of Accra, Ghana, a privately held Ghanaian corporation, whereby the Company could earn up to 85% of Goknets' interests in their Ashanti II Gold Project, then covering an area of some 486 sq. km. (2004 - 382 sq. km.) along the axis of the Asankrangwa Gold Belt in south west Ghana. In order to earn the 85% interest, the agreement called for the issuance to Goknet of 3 million shares, the payment of US$270,000 in cash, and the completion of US$3 million in work expenditures on the property - within a 3 year period. On completion of the earn in, Goknet then had the right to continue with a 15% joint venture interest - or to convert it to a 4%NSR royalty interest - 50% of which is then purchasable at the Company’s option for US$2 million.

Though only recently appointed as a Director and CEO of the Company, Douglas MacQuarrie has had a strong interest in gold exploration in West Africa and in particular, the Ashanti II Gold Project area, since 1994. He is also the founding shareholder and VP of Exploration of Goknet Mining since 2000, and a shareholder and Director of Switchback Mining Company Ltd., since 1998.

Mr. MacQuarrie is, therefore, very happy to report that since the signing of the Goknet agreement and up to the end of the 2nd Quarter of fiscal 2004 reported on herein, your Company has successfully completed $4,117,452 in new equity financings of which $602,269 was invested in land payments (2004 - $512,269) converting two of our key concessions - Fromenda and Gemap, subject to the terms of the previous underlying agreements - directly into the name of our 100% owned Ghanaian subsidiary, Adansi Gold Company (Gh) Ltd. (“Adansi Gold”). Subsequent to the end of the quarter, the Company also acquired clear title to the new 122 sq. km. Diaso/Afiefiso concession which covers the old Diaso and northeastern Fromenda shed areas, at a cost, including governmental transfer fees, of $222,750. This now completes the key land purchases envisaged in the 2002 agreement, with only the three "outlying" Switchback concessions, Goknet #1 and EJT concessions remaining.

In addition, the Company has also completed 5 drill programs, totalling 9,934 metres (2004 - 3,404 metres) and 136 line kilometres of state-of-the-art 3DIP geophysical surveys, with direct work expenditures on the property totalling $2,272,941 (2004 - $990,051).

Work to date on the concessions has outlined twenty areas with exceptional potential for gold mineralization. The bulk of our recent expenditures have occurred on Adansi Gold's Gemap and Fromenda concessions, where drilling has intersected both wide zones of low to moderate grade gold mineralization (5.7 g/t Au over 23 metres; 3.0 g/t Au over 43 metres) and also narrow zones of high grade gold mineralization (23.0 g/t Au over 3.0 metres; 16.0 g/t Au over 4.0 metres).

Currently work consisting of soil sampling and ground geophysics is ongoing on the Switchback and Adansi Gold’s Gemap concessions. Final results from the recent 1,867 metre diamond drill program are currently being compiled and will


be released when available. Final compilation of the results from the 3DIP program are also underway. Interpretation of the data suggests that the major shear zones which host the gold mineralization in the Project area and sulfide rich zones associated with these shears are our prime gold exploration targets and are clearly defined by this new technique.

Based on this result, the Company has entered into an agreement with Fugro Airborne Surveys (Pty) Ltd. to complete 1,650 line kilometres of DIGHEMV electromagnetic and high resolution magnetic surveys over the entire concession area - with results expected in mid-September. This program is anticipated to outline the major shear zones and favourable cross structures. This data will be combined with our drill and soil geochemical database and a full structural/gold mineralization interpretation and 3D model completed - to focus our further exploration into areas with the highest exploration potential.

Subsequent to the end of this quarter, the Company closed a brokered private placement to raise gross proceeds of $946,000. The Company has sufficient working capital to allow for the completion of all the above noted work programs. Further funding will be required by the end of the year to allow for an aggressive exploration program in 2005. Given the current strong upward trend in the price of gold and the acquisitions and mergers mania which had preoccupied the major/intermediate producers for the last few years - now moving into the junior sector - we look forward to a strong junior gold market through year end.

Mr. MacQuarrie would like to take this opportunity to thank the shareholders for their continuing support and looks forward to working with and for them as we continue to develop this exceptional project and other opportunities which may arise.

1.3           Results of Operations for the Three and Six Month Periods Ended June 30, 2004

Revenue and Interest Income

The Company does not generate any cash flow and has no other income than minor gas sales and other income, which is comprised primarily of interest income. The Company relies on equity financings for its working capital requirements and to fund its planned exploration and development activities. Interest income for the first six months of 2004 was $17,089 (2003 - $3,394), the increase being attributable to much higher cash balances invested during the period. Interest earned during the second quarter of fiscal 2004 totalled $12,638 (2003 - $2,137).

Administrative Expenses

Three months ended June 30, 2004

There was a loss of $742,767 for the second quarter ended June 30, 2004, or $0.03 per share. Comparatively, the loss for the same period in 2003 was $137,570, or $0.01 per share.

General & administrative expenses increased by $612,516 to $757,166 (2003 - $144,650). However, $542,805 of this increase is attributable to a non-cash transaction wherein stock based compensation was realized under the Black-Scholes option-pricing method, booked as consulting fees and wages and benefits, when the Company issued 2,325,000 stock options to directors, employees and consultants. This amount is offset by a credit to contributed surplus of $542,805. Thus, the normalized expense for wages, consulting and benefits after this item would be $49,647 for the three month period ended June 30, 2004. Bank charges and interest increased from $873 to $1,008 in 2004. This moderate increase of $135 was comparable to the cost for the prior year and is due to the increased number of transactions and service charges pertaining to wire transfers incurred while conducting business in Ghana. Investor relations increased by $35,818 over that of previous year (2003 - $15,890). Included in this amount are: $4,763 associated with the Company’s 2004 Annual Gneeral Meeting; $7,947 for website costs and brochures; $2,794 for news wire services; and $36,205 related to participation in trade shows, including the PDAC in Toronto, the Calgary gold show and the International Gold Conference held in London, UK. Management fees for the period were $14,650 (2003 - $12,000). Office and miscellaneous costs decreased by $5,436 (2003 - $15,129). This is due, largely, to the reversal of $9,000 accrued in a prior fiscal year – otherwise the costs are fairly comparable with those of the prior year, increasing slightly to reflect greater business activity. Professional fees were $54,060 (2003 - $43,073) and consisted of $17,000 in audit fees and $37,060 in legal costs. Transfer agent and regulatory fees rose to $8,418, an increase of $2,682 over 2003. Travel and promotion more than doubled to $24,055 (2003 - $9,327). Management travelled to Toronto, Zurich and Ghana during the course of the quarter


in order to arrange the raising of additional funds at a cost of $21,442. Promotional costs included meals and entertainment expenses of $2,613.

Cash and cash equivalents decreased by $135,506 during the quarter, as compared to a decrease of $578,160 in 2003. Operating activities in 2004 used cash of $227,625 (2003 - $176,585). In 2004 there was a negative cash flow of $309 from whereas in 2003 cash flows totalled $364,000. A total of $907,185 (2003 - $765,575) was invested in the Company’s mineral properties in 2004.

Six months ended June 30, 2004

There was a loss of $944,599 for the six months ended June 30, 2004, or $0.04 per share. Comparatively, the loss for the same period in 2003 was $301,863, or $0.02 per share.

General & administrative expenses increased by $653,112 to $963,312 (2003 - $310,200). However, $614,565 of this increase is attributable to a non-cash transaction wherein stock based compensation was realized under the Black-Scholes option-pricing method, booked as consulting fees and wages and benefits, when the Company issued 2,675,000 stock options to directors, employees and consultants. This amount is offset by a credit to contributed surplus of $614,565. Thus, the normalized expense for wages, consulting and benefits after this item would be $98,418 (2003 - $79,483) for the three month period ended June 30, 2004. Investor relations increased from $52,431 in 2003 to $91,846 in 2004 as a result of increased participation in trade shows held in Toronto, Calgary, London and New York. Office and miscellaneous costs decreased by $10,080. Professional fees and transfer agent and regulatory fees both decreased over those of the prior year. During 2004, management brought in-house several activities that were previously farmed-out. In addition, the higher costs in 2003 are reflective of the legal and regulatory costs associated with the Letter Agreement signed with Goknet Mining Company Limited in respect of the Ghanaian mineral property interests. Travel and promotion increased by only $3,086 (2003 - $31,729).

Cash decreased by $529,571 during the six months ended June 30, 2004, as compared to a increase of $263,720 in 2003. Operating activities in 2004 used cash of $518,968 (2003 - $238,576). In 2004 there were negative cash flows of $6,821, whereas in 2003 positive cash flows, in part from private placement subscriptions, totalled $1,461,168 from financing activities. A total of $1,502,320 (2003 - $955,995) was invested in the Company’s mineral properties in 2004.

1.4           Selected Annual Information

Fiscal Year    2003      2002       2001   
Net Sales    Nil      Nil      Nil   
Loss  $ 997,474    $ 205,090    $ 113,111   
Basic and diluted loss per share  $ 0.07    $ 0.04    $ 0.04   
Net Loss  $ 1,018,341    $ 506,134    $ 107,768   
Basic and diluted net loss per share  $ 0.07    $ 0.09    $ 0.04   
Total Assets  $ 4,634,113    $  189,600    $  378,953   
Total Long-term liabilities    Nil      Nil      Nil   
Cash dividends per share, common    N/A      N/A      N/A   

The Company’s recorded loss for each of the three years has fluctuated greatly, growing significantly since 2001. This change is directly correlated with the increase in business activities undertaken by the Company during the two more recently completed fiscal years. In 2001, the Company was fairly inactive and it was not until near the end of the 2002 fiscal year that the Company acquired the current mineral property interests in Ghana. Exploration of these mineral property interests did not commence until 2003. The basic and diluted loss per share for each of the years peaked in 2002 at $0.09 but decreased to $0.07 by the end of fiscal 2003. Similarly, the Company’s net loss has increased sharply over the two most recently completed years. It is anticipated that 2004 will see a continuation of this trend.


1.5           Summary of Quarterly Results

    2004             2003  2002   
    Q1  Q1      Q2      Q3  Q4  Q2  Q3      Q4   
Net Sales    Nil  Nil      Nil      Nil    Nil  Nil      Nil   
Loss  $ 206,146    $ 165,549    $ 144,650    $ 199,215    $ 488,060    $ 29,537    $ 27,852    $ 147,670   
Basic and diluted loss per share  $ 0.01    $ 0.02    $ 0.01    $ 0.01    $ 0.07    $ 0.01    $ 0.00    $ 0.00   
Net Loss  $ 201,832    $ 164,293    $ 137,570    $ 195,204    $ 521,274    $ 24,118    $ 22,319    $ 429,129   
Basic and diluted Net Loss per share  $ 0.01    $ 0.02    $ 0.01    $ 0.01    $ 0.07    $ 0.01    $ 0.00    $ 0.01   

This financial data has been prepared in accordance with Canadian generally accepted accounting principles and all figures are stated in Canadian dollars.

1.6           Liquidity and Capital Resources

At June 30, 2004, the Company had working capital of $375,984 and a cash and cash equivalents balance of $338,035 as compared to December 31, 2003 working capital of $2,220,161 and cash and cash equivalents balance of $867,606. Further, at December 31, 2003 the Company held $1,500,000 in short-term investments. These investments had been fully redeemed by June 30, 2004.

During the first half of 2004, the Company continued its exploration of its Ghanaian mineral property interests (see Note 5 to the financial statements). On-going drilling was temporarily delayed pending the receipt and analysis of 3DIP survey information. This survey was undertaken in order to better identify and delineate anomalous targets of interest for further exploration and/or drilling. At the end of June 2004, the Company announced the commencement of an additional 1,500 metre diamond drilling program the results of which are expected shortly.

At the end of June 2004, the Company announced the undertaking of a brokered private placement which was completed subsequent to the end of the second quarter. A total of 3,378,571 Units were issued to raise gross proceeds of $946,000. After payment of an 8% cash commission, and associated legal and regulatory expenses, the Company netted approximately $800,000. Funds raised via this brokered private placement will be used for continued exploration of the Ghanaian properties comprising the Company’s Ashanti II Gold Project and general working capital.

The proceeds from this brokered private placement, combined with the cash and cash equivalents at June 30, 2004, provide sufficient funds for the Company to carry out planned exploration work on its mineral property interests and to meet administrative expenses to the year end. However, it is anticipated that additional funds will be required for additional mineral property exploration and general working capital purposes. It is likely that the Company will seek additional financing in the mid-late fall.

Further, the Company has an aggregate 4,731,491 share purchase warrants exercisable between $0.70 and $0.85 per share. A total of 1,519,845 of these warrants expired on July 4, 2004; however, the remaining 3,211,646 warrants, if fully exercised would realize between $2,248,152 and $3,211,646. An additional 1,806,571 worth $632,300 were issued subsequent to the end of the second quarter of fiscal 2004. Further, a total of 3,591,667 stock options exercisable between $0.25 and $0.56 have the potential to generate a total of $1,208,667 in cash over the next five years.

The Company’s continued development is contingent upon its ability to raise sufficient financing both in the short and long term. There are no guarantees that additional sources of funding will be available to the Company; however, management is committed to pursuing all possible sources of financing, has very loyal and supportive shareholders and strongly believes it has a project of merit that will serve to attract investors and enhance shareholder value.

1.7           Off-Balance Sheet Arrangements

At June 30, 2004, the Company had no material off-balance sheet arrangements such as guarantee contracts, contingent interest in assets transferred to an entity, derivative instruments obligations or any obligations that trigger financing, liquidity, market or credit risk to the Company.


1.8           Transactions with Related Parties

During the first six months ended June 30, 2004, the Company paid $33,500 to companies related via a common director with respect to management fees. During the first six months of fiscal 2003, management fees to related parties totalled $24,000.

1.9           Proposed Transactions

There are currently no material transactions being pursued or negotiated by the Company.

1.10          Changes in Accounting Policies including Initial Adoption There have been no changes in the Company’s existing accounting policies.

During the year ended December 31, 2003, the Company elected to adopt the fair value method to value all stock based compensation. Under the transitional provisions of Section 3870, the method has been applied prospectively.

In the first quarter of fiscal 2004, the Company granted 350,000 stock options to directors. As a result, the stock-based compensation recognized, using the Black-Scholes option-pricing model, was $71,760 and was recorded as consulting fees and wages and benefits. The assumptions used for the Black-Scholes calculation were: a term of five years; a risk free interest rate of 4.06%; and an expected volatility of 56.21% . A second grant of options was made at the end of the second quarter. A total of 2,325,000 options were granted to directors, employees and consultants and $542,805 was recorded as consulting fees and wages and benefits. The assumptions used for the Black-Scholes calculation were: a term of five years; a risk free interest rate of 4.06%; and an expected volatility of 103.82% . Both amounts were recorded to contributed surplus on the balance sheet. Thus, wages, consulting and benefits for the first six months of fiscal 2004, excluding the above amounts calculated for stock based compensation, were $98,418.

1.11          Financial Instruments and Other Risks

The Company financial instruments consist of cash, receivables, accounts payable and accrued liabilities, and amounts due to and from related parties. It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair market values of these financial instruments approximate their carrying values, unless otherwise noted.

In conducting business, the principal risks and uncertainties faced by the Company centre around exploration and development, country risk and metal prices and market sentiment.

The prices of metals fluctuate wildly and are affected by many factors outside of the Company’s control. The relative prices of metals and future expectations for such prices have a significant impact on the market sentiment for investment in mining and mineral exploration companies. The Company relies on equity financing for its working capital requirements and to fund its exploration programs. There is no assurance that such financing will be available to the Company, or that it will be available on acceptable terms.


EX-99.4 5 exhibit99-4.htm CEO CERTIFICATE OF INTERIM FILINGS Filed by Automated Filing Services Inc. (604) 609-0244 - PMI Ventures Ltd. - Exhibit 99.4

PMI VENTURES LTD.

FORM 52-109FT2

Certification of Interim Filings During Transition Period

I, Douglas MacQuarrie, Chief Executive Officer, certify that:

  1.     
I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52- 109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of PMI Ventures Ltd. (the “Issuer”) for the interim period ending September 30, 2004;
     
  2.     
Based upon my knowledge, 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; and
     
  3.     
Based upon my knowledge, 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 and for the periods presented in the interim filings.

    DATED November 29, 2004.    
         
         
        PMI VENTURES LTD. 
         
         
         
      Per:  Douglas MacQuarrie” 
        Douglas MacQuarrie, P.Geo (B.C.) 
        Chief Executive Officer 


EX-99.5 6 exhibit99-5.htm CFO CERTIFICATE OF INTERIM FILINGS Filed by Automated Filing Services Inc. (604) 609-0244 - PMI Ventures Ltd. - Exhibit 99.5

PMI VENTURES LTD.

FORM 52-109FT2

Certification of Interim Filings During Transition Period

I, Kim Evans, Chief Financial Officer, certify that:

  1.     
I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52- 109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of PMI Ventures Ltd. (the “Issuer”) for the interim period ending September 30, 2004;
     
  2.     
Based upon my knowledge, 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; and
     
  3.     
Based upon my knowledge, 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 and for the periods presented in the interim filings.

    DATED November 29, 2004.    
         
         
        PMI VENTURES LTD. 
         
         
         
      Per:  Kim Evans” 
        Kim Evans, C.G.A. 
        Chief Financial Officer 

 


EX-99.6 7 exhibit99-6.htm CONFIRMATION OF MAILING Filed by Automated Filing Services Inc. (604) 609-0244 - PMI Ventures Ltd. - Exhibit 99.6

PMI VENTURES LTD.
511 – 475 Howe Street
Vancouver, B.C. V6C 2B3

Phone: (604) 682-8089 Fax: (604) 682-8094

VIA SEDAR

November 29, 2004

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 29, 2004:

Interim financial statements for the nine months ended September 30, 2004

Yours truly,

PMI VENTURES LTD.

“Douglas MacQuarrie”

Douglas MacQuarrie, P.Geo (B.C.)
President & Chief Executive Officer


EX-99.7 8 exhibit99-7.htm PRESS RELEASE DATED DECEMBER 3, 2004 Filed by Automated Filing Services Inc. (604) 609-0244 - PMI Ventures Ltd. - Exhibit 99.7

PMI VENTURES LTD.
Suite 511 – 475 Howe Street
Vancouver, BC V6C 2B3

Phone: (604) 682-8089 Fax: (604) 682-8094

News Release #04-22  TSX Venture: PMV 
December 3, 2004  Issued & Outstanding: 26,853,967 
  Fully Diluted: 38,525,101 

ASHANTI II GOLD PROJECT UPDATE

PMI Ventures Ltd. (the “Company”) (TSX Venture: PMV), is pleased to announce that it is currently undertaking a road show presentation to the exploration managers of major and mid size gold companies. The Company believes that an exploration partnership is potentially the most effective way to progress the geological assessment of the company’s 380 square kilometres of highly prospective concessions in southwest Ghana. The concessions cover a 50 kilometer strike length of the Asankrangwa Gold Belt, with the northeastern boundary located some 8 kilometers south west of the Obotan mine.

The presentation has been prepared following the receipt of a report from SRK Consulting Ltd. (“SRK”) and the completion of the 1,785 line kilometer high resolution airborne EM and magnetic survey over all of the concessions that make up the Ashanti II Gold Project.

PRELIMINARY GEOLOGICAL ASSESSMENT REPORT BY SRK CONSULTING LTD. HAS BEEN RECEIVED BY THE COMPANY

The Company has recently received a preliminary report of the regional structural setting for all of its concessions in southwest Ghana. The Company contracted SRK in September this year to undertake a complete review of the structural model for gold mineralization in the Asankrangwa Gold Belt. SRK has previously completed a major review of the gold mineralization model of the Ashanti Gold Belt and later undertook a similar review along the Chirano / Sefwi Gold Belt. Both of these reviews have subsequently been published in the monthly Journal of the Society of Economic Geology.

SRK have incorporated all of the Company’s data including soil geochemistry results, drilling information and geophysical survey data into a single database. This analysis has been completed with the aid of sophisticated computer modeling tools utilizing their previous in country geological and structural modeling experience. A final report is expected once the new airborne EM and magnetic survey results have been reviewed and incorporated.

The SRK analysis supports the Company’s interpretation that the structures hosting gold mineralization in the Asankrangwa Gold Belt are deep seated, have been reactivated, and contain many similar features to both the Ashanti and Sefwi Gold Belts. They consider the area as highly prospective for the development of large gold mineralized bodies and have identified significant target areas for further exploration.

1


AIRBORNE GEOPHYSICAL SURVEY OF ALL COMPANY CONCESSIONS COMPLETED

Fugro Aerial Surveys Ltd. has completed a high resolution DIGHEM EM and magnetic survey of all the Company’s concessions in southwest Ghana. The survey was flown to fully define the major structures that are known to control gold mineralization in southwest Ghana.

Dilational zones at the intersection of northeasterly trending major regional shear zones with east northeast trending transfer/cross faults and structures are interpreted to be the prime areas for gold mineralization and have been clearly defined by the survey. In addition, the survey has outlined previously known and several “new” granitic intrusive plugs and stocks that have intruded favourable Birimian meta sediments in the vicinity of the outlined structures and gold soil geochemical anomalies. These “belt type” granites are often intimately associated with gold mineralization in Ghana.

This new geophysical information is currently being analyzed by Company geophysicists and SRK geologists and will form part of their final report. This information now provides the Company management with an excellent high quality data set upon which to plan all future “targeted” exploration programs.

The technical information contained in this release was reviewed and supervised by Douglas R. MacQuarrie, P.Geo., who is a Qualified Person as defined by National Instrument 43-101.

On behalf of the Board,

“Douglas R. MacQuarrie”

Douglas R. MacQuarrie
President

 

For further information please contact:

Douglas R. MacQuarrie, President or Larry Myles, Shareholder Communications
Telephone: (604) 682-8089          Toll-Free: (888) 682-8089          Facsimile: (604) 682-8094

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

2


EX-99.8 9 exhibit99-8.htm PRESS RELEASE DATED DECEMBER 8, 2004 Filed by Automated Filing Services Inc. (604) 609-0244 - PMI Ventures Ltd. - Exhibit 99.8

PMI VENTURES LTD.
Suite 511 – 475 Howe Street
Vancouver, BC V6C 2B3

Phone: (604) 682-8089 Fax: (604) 682-8094

News Release #04-23 TSX Venture: PMV 
December 8, 2004  Issued & Outstanding: 26,853,967 
  Fully Diluted: 38,525,101 

EXECUTIVE CHAIRMAN APPOINTED

PMI Ventures Ltd. (the “Company”) (TSX Venture: PMV), is pleased to announce that Mr. Pearce Bowman, P. Eng., has joined the Board of Directors of the Company as its Executive Chairman, effective immediately.

Mr. Bowman has extensive experience in the management of major resource companies. During the late 1990’s he held the position of Executive General Manger for WMC Resources Ltd., (Western Mining Corporation) with responsibility for the Copper Uranium Division including the oversight of the major $2 billion expansion of their Olympic Dam operations in South Australia. Prior to that role, Mr. Bowman was the CEO of Generation Victoria, the corporatised power generating entity in Victoria, Australia that annually mined 50 million tonnes of brown coal, and produced +7000 mega watts of electrical power from three major coal fired, two gas fired, and several hydro electric stations.

Mr. Bowman also worked 16 years in Canada for Luscar Ltd., an Alberta based coal mining group, the last 10 years as VP/General Manager for their mines in Alberta and Saskatchewan. He obtained his Bachelor of Engineering (Honors) in 1971, and a Master’s degree in geotechnical engineering in 1975. He also holds an MBA and is a Fellow of the Australian Institute of Engineers.

The staff and Directors welcome Mr. Bowman to its management team and look forward to working with him as the Company continues to advance its Ashanti II Gold Project located on the Asankrangwa Gold Belt in southwest Ghana.

On behalf of the Board,

XXXXXXXXX

Douglas R. MacQuarrie
President

 

For further information please contact:

Douglas R. MacQuarrie, President or Larry Myles, Shareholder Communications
Telephone: (604) 682-8089          Toll-Free: (888) 682-8089          Facsimile: (604) 682-8094

Or visit the PMI Ventures Ltd. website at www.pmiventures.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-99.9 10 exhibit99-9.htm MATERIAL CHANGE REPORT FOR PRESS RELEASE DATED DECEMBER 8, 2004 Filed by Automated Filing Services Inc. (604) 609-0244 - PMI Ventures Ltd. - Exhibit 99.9

FORM 51-902F3
MATERIAL CHANGE REPORT

Item 1. 
Name and Address of Company 
   
 
PMI VENTURES LTD. 
 
Suite 511, 475 Howe Street 
 
Vancouver, B.C. V6C 2B3 
   
Item 2. 
Date of Material Change 
   
 
December 8, 2004. 
   
Item 3. 
News Release 
   
 
The news release was transmitted to CCN Matthews Newswire Service on December 8, 2004 for public dissemination and filed on SEDAR on December 9, 2004.
   
Item 4. 
Summary of Material Change 
   
 
Appointment of Director and Executive Chairman. 
   
Item 5. 
Full Description of Material Change 
   
 

PMI Ventures Ltd. (the “Company”) (TSX Venture: PMV), is pleased to announce that Mr. Pearce Bowman, P. Eng., has joined the Board of Directors of the Company as its Executive Chairman, effective immediately.

Mr. Bowman has extensive experience in the management of major resource companies. During the late 1990’s he held the position of Executive General Manger for WMC Resources Ltd., (Western Mining Corporation) with responsibility for the Copper Uranium Division including the oversight of the major $2 billion expansion of their Olympic Dam operations in South Australia. Prior to that role, Mr. Bowman was the CEO of Generation Victoria, the corporatised power generating entity in Victoria, Australia that annually mined 50 million tonnes of brown coal, and produced +7000 mega watts of electrical power from three major coal fired, two gas fired, and several hydro electric stations.

Mr. Bowman also worked 16 years in Canada for Luscar Ltd., an Alberta based coal mining group, the last 10 years as VP/General Manager for their mines in Alberta and Saskatchewan. He obtained his Bachelor of Engineering (Honors) in 1971, and a Master’s degree in geotechnical engineering in 1975. He also holds an MBA and is a Fellow of the Australian Institute of Engineers.



- 2 -

Item 6. 
Reliance on Section 7.1(2) or (3) of National Instrument 51-102 
   
 
This report is not being filed on a confidential basis in reliance on subsection 7.1(2) or (3) of National Instrument 51-102. 
   
Item 7. 
Omitted Information 
   
 
No information has been omitted from this Report on the basis that the Company believes that such information should remain confidential. 
   
Item 8. 
Executive Officer 
   
 
The executive officer of the Company who is knowledgeable about the material change and this Report is: 
   
 
Douglas R. MacQuarrie, P.Geo. (B.C.), President 
 
Telephone 604-682-8089 
 
Facsimile: 604-682-8094 
 
email: douglasmq@yahoo.com 
   
Item 9. 
Date of Report 
   
 
Dated at Vancouver, B.C., this 20th day of December, 2004. 

  PMI VENTURES LTD.     
                       
  Per:   “D.R. MacQuarrie”   
    Douglas MacQuarrie, P.Geo (B.C.)   
    President   


EX-99.10 11 exhibit99-10.htm PRESS RELEASE DATED DECEMBER 23, 2004 Filed by Automated Filing Services Inc. (604) 609-0244 - PMI Ventures Ltd. - Exhibit 99.10

PMI VENTURES LTD.
Suite 511 – 475 Howe Street
Vancouver, BC V6C 2B3

Phone: (604) 682-8089 Fax: (604) 682-8094

News Release #04-24  TSX Venture: PMV 
December 23, 2004  Issued & Outstanding: 26,853,967 
  Fully Diluted: 44,875,101 

CLOSING OF PRIVATE PLACEMENT

PMI Ventures Ltd. (the “Company”) (TSX Venture: PMV), is pleased to announce that the Company has now closed its recently announced non-brokered private placement in the amount of 3,175,000 units at the price of $0.20 per unit. Each unit is comprised of one common share and one non-transferable share purchase warrant exercisable until December 22, 2005 at an exercise price of $0.35.

All of the shares, warrants and any shares issued upon exercise of the warrants are subject to a hold period and may not be traded until April 23, 2005 except as permitted by Canadian securities legislation and the TSX Venture Exchange.

The proceeds of the private placement will be used for continued exploration of the eight concessions operated by the Company located along the Asankrangwa gold belt of southwest Ghana and for general working capital purposes.

NEWS RELEASE REQUIRED UNDER SECTION 111 OF THE BRITISH COLUMBIA SECURITIES ACT AND SECTION 141 OF THE ALBERTA SECURITIES ACT

The Bowman Family Trust of 1294 North East Road, Tea Tree Gully, South Australia reports the purchase of 1,500,000 units of the Company at a price of $0.20 per unit. Each unit is comprised of one common share and one share purchase warrant exercisable until December 22, 2005 at an exercise price of $0.35. The Bowman Family Trust owned no securities of the Company prior to the purchase, however, Pearce Bowman, the sole director of Ravensworth Management Pty. Ltd., the Trustee of The Bowman Family Trust owned 100,000 (0.37%) common shares and 50,000 share purchase warrants of the Company prior to this transaction. The 1,600,000 common shares, 1,550,000 warrants and 530,000 incentive options currently held by The Bowman Family Trust and Mr. Bowman represent approximately 11.46% of the issued capital of the Company assuming the warrants and options were exercised. The Bowman Family Trust and Pearce Bowman do not have any present intention to acquire ownership of or control over additional securities of the Company.

A copy of the report filed pursuant to the above-captioned provisions of the applicable Securities Acts may be obtained by contacting Pearce Bowman in Highbury, South Australia at 011 61 417 3 000 25.

On behalf of the Board,

“Douglas R. MacQuarrie”

Douglas R. MacQuarrie
President


For further information please contact:

Douglas R. MacQuarrie, President or Larry Myles, Shareholder Communications
Telephone: (604) 682-8089          Toll-Free: (888) 682-8089          Facsimile: (604) 682-8094

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


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