-----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, RkQVjMnsDVSfI0xX92l53aY6FMBlw7jR7IWQ/VOxk5aT1pwfIFejn1z9Ww/2QhYo 7tbwXHyyKo+KqRW+0uTc/w== 0001062993-10-001858.txt : 20100601 0001062993-10-001858.hdr.sgml : 20100531 20100601122534 ACCESSION NUMBER: 0001062993-10-001858 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20100331 FILED AS OF DATE: 20100601 DATE AS OF CHANGE: 20100601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTOURAGE MINING LTD CENTRAL INDEX KEY: 0001239672 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50305 FILM NUMBER: 10868738 BUSINESS ADDRESS: STREET 1: SUITE 614 STREET 2: 475 HOWE STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 2B3 BUSINESS PHONE: 604-669-4367 MAIL ADDRESS: STREET 1: SUITE 614 STREET 2: 475 HOWE STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 2B3 6-K 1 form6k.htm REPORT OF FOREIGN PRIVATE ISSUER Entourage Mining Ltd.: Form 6-K - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

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

For the month of May, 2010

Commission File Number: 000-50305

ENTOURAGE MINING LTD.
(Translation of registrant's name into English)

614 - 475 Howe Street
Vancouver, B.C. Canada V6C 2B3

(Address of principal executive offices)

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

[ X ] Form 20-F  [               ] Form 40-F

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

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

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

Yes [               ] No [ X ]

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


SUBMITTED HEREWITH

Exhibits

  99.1 Consolidated Financial Statements March 31, 2010
     
  99.2 Management Discussion and Analysis
     
  99.3 Form 52-109FV2 - CEO
     
  99.4 Form 52-109FV2 - CFO

 


SIGNATURES

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

  Entourage Mining Ltd.
  (Registrant)
     
Date: May 31, 2010 By: /s/ Greg Kennedy
   
    Greg Kennedy
  Title: President

 


EX-99.1 2 exhibit99-1.htm CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2010 Entourage Mining Ltd.: Exhibit 99.1 - Filed by newsfilecorp.com

ENTOURAGE MINING LTD.
(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS
(Prepared by the management)

MARCH 31, 2010 AND 2009
(Stated in Canadian Dollars)

CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying unaudited interim financial statements of the Company have been prepared by and are the responsibility of the Company’s management. The Company’s independent auditor has not performed a review of these financial statements in accordance with the standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditor.

“Gregory F Kennedy”

Gregory F Kennedy
President and Chief Executive Officer

May 31, 2010



ENTOURAGE MINING LTD.
(An Exploration Stage Company)
 
 
CONSOLIDATED BALANCE SHEETS
(Stated in Canadian Dollars)

    March 31,     December 31,  
    2010     2009  
             
ASSETS            
             
Current            
       Cash $  28,634   $  2,212  
       Advances and prepaid expenses   5,377     1,377  
       Goods and services tax and Quebec sales tax recoverable   11,979     9,289  
    45,990     12,878  
Equipment, net of depreciation   1,453     1,549  
             
  $  47,443   $  14,427  
             
LIABILITIES            
             
Current            
       Accounts payable and accrued liabilities $  97,695   $  134,268  
       Loan payable   -     26,862  
       Amounts payable to related parties   55,400     91,066  
    153,095     252,196  
             
STOCKHOLDERS’ EQUITY            
             
Capital Stock            
       Authorized:
                    100,000,000 common voting shares without par value
 
   
 
       Issued:
                    9,696,855 common voting shares (Dec 31, 2009 – 7,738,693)
 
13,465,778
   
13,107,970
 
             
Additional paid in capital   3,263,866     3,263,866  
             
Obligation to issue shares   -     88,635  
             
Deficit accumulated during the exploration stage   (16,835,296 )   (16,698,240 )
    (105,652 )   (237,769 )
             
  $  47,443   $  14,427  

Approved by the Board of Directors:

“Gregory F. Kennedy”   “Paul Shatzko”

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



ENTOURAGE MINING LTD.
(An Exploration Stage Company)
 
 
CONSOLIDATED STATEMENTS OF OPERATIONS
(Stated in Canadian Dollars)

    THREE MONTHS ENDED     June 16, 1995  
                (inception)  
    MARCH 31     To  
                March 31,  
    2010     2009     2010  
      $     $  
Expenses                  
 Amortization   96     129     6,391  
 Consulting   -     -     268,235  
 Consulting – stock based compensation   -     -     2,926,980  
 Financing fee – stock based compensation   -     -     26,388  
 Interest expense and bank charges   2,934     72     18,989  
 Mineral property acquisition and exploration costs
    (recovery)
 
74,902
   
-
   
11,269,271
 
 Management fees   19,500     19,500     1,044,654  
 Office and sundry   12,063     8,574     537,237  
 Professional fees   19,306     17,272     521,040  
 Travel and promotion   8,255     159     283,273  
                   
Loss Before Taxes   (137,056 )   (45,706 )   (16,902,458 )
                   
Deferred tax recovery   -     -     67,162  
                   
Net Loss   (137,056 )   (45,706 )   (16,835,296 )
                   
                   
Loss Per Share, basic and diluted   (0.02 )   (0.01 )      
                   
                   
Weighted Average Common Shares Outstanding   8,655,189     7,698,191        

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



ENTOURAGE MINING LTD.
(An Exploration Stage Company)
 
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’
EQUITY(DEFICIT)
(Stated in Canadian Dollars)

                            DEFICIT        
                            ACCUMULATED        
    NUMBER           OBLIGATION     ADDITIONAL     DURING        
    OF           TO ISSUE     PAID-IN     EXPLORATION        
    SHARES     AMOUNT     SHARES     CAPITAL     STAGE     TOTAL  
         $    $    $    $    
                                     
Share issued for cash   1     1     -     -     -     1  
Loss for the period   -     -     -     -     (38,624 )   (38,624 )
Balance, December 31, 1995   1     1     -     -     (38,624 )   (38,623 )
Shares issued for cash   913,000     276,500     -     -     -     276,500  
Loss for the year   -     -     -     -     (210,592 )   (210,592 )
Balance, December 31,1996   913,001     276,501     -     -     (249,216 )   27,285  
Loss for the year   -     -     -     -     (74,529 )   (74,529 )
Balance, December 31, 1997   913,001     276,501     -     -     (323,745 )   (47,244 )
Loss for the year   -     -     -     -     (60,148 )   (60,148 )
Balance, December 31, 1998   913,001     276,501     -     -     (383,893 )   (107,392 )
Loss for the year   -     -     -     -     (70,046 )   (70,046 )
Balance, December 31, 1999   913,001     276,501     -     -     (453,939 )   (177,438 )
Loss for the year   -     -     -     -     (66,855 )   (66,855 )
Balance, December 31, 2000   913,001     276,501     -     -     (520,794 )   (244,293 )
Loss for the year   -     -     -     -     (58,749 )   (58,749 )
Balance, December 31, 2001   913,001     276,501     -     -     (579,543 )   (303,042 )
Forgiveness of amounts due to related party   -     -     -     200,671     -     200,671  
Loss for the year   -     -     -     -     (59,428 )   (59,428 )
Balance, December 31, 2002   913,001     276,501     -     200,671     (638,971 )   (161,799 )
April 25, 2003 – shares issued for mineral property   600,000     60,000     -     -     -     60,000  
Loss for the year   -     -     -     -     (319,515 )   (319,515 )
Balance, December 31, 2003   1,513,001     336,501     -     200,671     (958,486 )   (421,314 )
February 5, 2004 – shares issued for cash at $2.20 per share   99,750     219,450     -     -     -     219,450  
February 5, 2004 – deferred tax recovery on 10,800 flow-through shares   -     (2,376 )   -     -     -     (2,376 )
June 8, 2004 – shares issued for cash at $4.04 per share   69,800     282,331     -     -     -     282,331  
August 24, 2004 – stock options exercised at $3.30 per share   10,000     32,983     -     -     -     32,983  
December 31, 2004 – shares issued for cash at $1.80 per share inclusive of 13,250 shares as finders’ fees   294,800     510,876     -     -     -     510,876  
August 24, 2004 – shares issued for mineral property database at $3.90 per share   15,000     58,788     -     -     -     58,788  
September 24, 2004 – shares returned on cancellation of escrow   (375,000 )   (7,500 )   -     7,500     -     -  
Stock based compensation   -     -     -     421,000     -     421,000  
Loss for the year   -     -     -     -     (956,446 )   (956,466 )
Balance, December 31, 2004   1,627,351     1,431,053     -     629,171     (1,914,932 )   145,292  

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



ENTOURAGE MINING LTD.
(An Exploration Stage Company)
 
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’
EQUITY (DEFICIT)
(Stated in Canadian Dollars)

                            DEFICIT        
                            ACCUMULATED        
    NUMBER           OBLIGATION     ADDITIONAL     DURING        
    OF           TO ISSUE     PAID-IN     EXPLORATION        
    SHARES     AMOUNT     SHARES     CAPITAL     STAGE     TOTAL  
                 
                                     
Balance, December 31, 2004, carried forward   1,627,351     1,431,053     -     629,171     (1,914,932 )   145,292  
January 6, 2005, refund for overpayment in 2004 private placement   -     (3,000 )   -   -     -     (3,000 )
March 21, 2005, shares issued for property acquisition at U.S. $3.00 per share   12,500     45,604     -     -     -     45,604  
Sept. 22, 2005, flow-through shares issued at $2.00 per share   29,500     59,000     -     -     -     59,000  
September, 2005, deferred tax recovery on 29,500 flow-through shares   -     (20,119 )       -     -     (20,119 )
Sept. 22, 2005, units issued at U.S. $1.50 per unit   55,000     97,152     -     -     -     97,152  
Oct. 7, 2005, units issued at U.S. $1.10 per unit   127,500     165,154     -     -     -     165,154  
Oct.-Dec 2005, shares issued on exercise of stock options at U.S. $1.50 per share   25,000     44,147     -   -     -     44,147  
Oct. 2005, shares issued on exercise of warrants at $3.00 per share   5,000     15,000     -     -     -     15,000  
Nov. 17, 2005, units issued at U.S. $1.50 per share inclusive of 20,000 shares finders’ fees   553,334     944,800     -     -     -     944,800  
Stock based compensation   -     -     -     163,400     -     163,400  
Forgiveness of amounts due to related party   -     -     -     102,327     -     102,327  
Obligation to issue shares   -     -     8,638,667           -     8,638,667  
Loss for the year         -     -     -     (10,068,841 )   (10,068,841 )
Balance, December 31, 2005   2,435,185     2,778,791     8,638,667     894,898     (11,983,773 )   328,583  
January 3, 2006, shares issued for property acquisition at a deemed price of US $1.50 per share   4,888,889     8,638,667     (8,638,667 )   -     -     -  
Jan.-Aug. 2006, shares issued on exercise of stock options at US $1.50 per share   41,000     69,317     -     -     -     69,317  
February 2006, shares issued on exercise of warrants at $3.00 per share   74,450     223,350     -     -     -     223,350  
March 7, 2006, shares issued for property acquisition at U.S. $3.60 per share   12,500     51,772     -     -     -     51,772  
May 24, 2006, shares issued for flow-through private placement at US $2.50 per share   34,000     93,585     -     -     -     93,585  
Aug.-Nov. 2006, shares issued on exercise of warrants at US $2.50 per share   95,500     269,149     -     -     -     269,149  
Dec. 2006, shares issued for flow- through private placement at $2.30 per share   20,000     46,000     -     -     -     46,000  
Stock based compensation   -     -     -     2,027,384     -     2,027,384  
Deferred tax recovery on 54,000 flow-through shares   -     (44,667 )       -     -     (44,667 )
Loss for the year   -     -     -     -     (2,973,161 )   (2,973,161 )
Balance, December 31, 2006   7,601,524     12,125,964     -     2,922,282     (14,956,934 )   91,312  

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



ENTOURAGE MINING LTD.
(An Exploration Stage Company)
 
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(Stated in Canadian Dollars)

                            DEFICIT        
                            ACCUMULATED        
    NUMBER           OBLIGATION     ADDITIONAL     DURING        
    OF           TO ISSUE     PAID-IN     EXPLORATION        
    SHARES     AMOUNT     SHARES     CAPITAL     STAGE     TOTAL  
                 
                                     
Balance, December 31, 2006, carried forward   7,601,524     12,125,964     -     2,922,282     (14,956,934 )   91,312  
March 12, 2007, shares issued for Property option payment at US$3.00 per share deemed price   50,000     175,530     -     -     -     175,530  
March 27, 2007, shares issued for options exercise at US$1.50 per share   5,000     8,760     -     -     -     8,760  
March 31, 2007, shares issued for Private Placement at US$1.50 per share net of finder’s fee of $4,537   26,669     41,647     -     -     -     41,647  
Stock based compensation   -     -     -     113,074     -     113,074  
April 3, 2007, shares issued for Options exercise at US$1.50 per share   5,000     8,507     -     -     -     8,507  
June 18, 2007, shares issued for debt at US$2.00 per share   10,000     23,306     -   -     -     23,306  
Loss for the year   -     -     -     -     (598,783 )   (598,783 )
Balance, December 31, 2007   7,698,193     12,383,714     -     3,035,356     (15,555,717 )   (136,647 )
Loss for the year   -     -     -     -     (414,840 )   (414,840 )
Balance, December 31, 2008   7,698,193     12,383,714     -     3,035,356     (15,970,557 )   (551,487 )
Subscriptions received   -     -     26,375     -     -     26,375  
June 22, 2009, shares issued for Private Placement at US$0.15 per share   4,037,500     683,057     -     -     -     683,057  
Warrants exercise @US$0.20 per share during the year   353,000     74,692     -     -     -     74,692  
July 24, 2009, shares returned to treasury in exchange for US$85,000 cash payment   (4,500,000 )   (95,753 )   -     -     -     (95,753 )
December 16, 2009, shares issued For amendment to property option agreement at a deemed price of US$0.395 per share   150,000     62,260     62,260     -     -     124,520  
Stock based compensation         -     -     228,510     -     228,510  
Loss for the year   -     -     -     -     (727,683 )   (727,683 )
Balance, December 31, 2009   7,738,693     13,107,970     88,635     3,263,866     (16,698,240 )   (237,769 )
February 3, 2010, shares issued for amendment to property option agreement at a deemed price of US$0.395 per share   150,000     62,260     (62,260 )   -     -     -  
February 18, 2010, shares issued for Private Placement at US$0.15 per share   1,613,162     254,324     -     -     -     254,324  
Warrants exercise @US$0.20 per share during the year   195,000     41,224     -     -     -     41,224  
Subscriptions received   -     -     (26,375 )   -     -     (26,375 )
Loss for the period   -     -     -     -     (137,056 )   (137,056 )
Balance March 31, 2010   9,696,855     13,465,778     -     3,263,866     (16,835,296 )   (105,652 )

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



ENTOURAGE MINING LTD.
(An Exploration Stage Company)
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in Canadian Dollars)

                June 16, 1995  
    THREE MONTHS ENDED     (inception)  
                   
    MARCH 31     To  
                   
    2010     2009     March 31, 2010  
           
CASH FLOWS FROM OPERATING ACTIVITIES                  
Net loss   (137,056 )   (45,706 )   (16,835,296 )
Adjustments to reconcile net loss to net cash from
operating activities:
 
   
   
 
           Amortization   96     129     6,391  
           Stock based compensation   -     -     2,953,368  
           Shares issued for exploration and mineral property
                  Acquisition costs
 
62,260
   
-
   
9,154,881
 
           Obligation to issue shares for mineral property acquisition   (62,260 )   -     -  
           Shares issued for debt   -     -     23,306  
           Deferred tax recovery   -     -     (67,162 )
                   
Changes in non-cash operating working capital items:                  
           Advances and prepaid expenses   (4,000 )   -     (5,377 )
           Goods and Services Tax and Quebec sales tax recoverable   (2,690 )   (1,554 )   (11,979 )
           Accounts payable and accrued liabilities   (36,573 )   18,019     97,695  
NET CASH FLOWS USED IN OPERATING ACTIVITIES   (180,223 )   518     (4,684,173 )
                   
CASH FLOWS USED IN INVESTING ACTIVITIES                  
         CMKM settlement   -     -     (95,753 )
       Equipment   -     -     (7,845 )
NET CASH FLOWS USED IN INVESTING ACTIVITIES   -     -     (103,598 )
                   
CASH FLOWS FROM FINANCING ACTIVITIES                  
       Net proceeds on sale of common stock   295,548     -     4,458,007  
       Loan payable   (26,862 )   -     -  
       Amounts payable to related parties   (35,666 )   28,594     358,398  
       Subscriptions received   (26,375 )         -  
NET CASH FLOWS FROM FINANCING ACTIVITIES   206,645     -     4,816,405  
                   
INCREASE (DECREASE) IN CASH   26,242     (518 )   28,634  
CASH, BEGINNING OF PERIOD   2,212     894     -  
                   
CASH, END OF PERIOD   28,634     376     28,634  

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



ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2010 AND 2009
(Stated in Canadian Dollars)

1.

ORGANIZATION AND BASIS OF PRESENTATION

     

Organization

     

The Company was incorporated in the Province of British Columbia, Canada on June 16, 1995.

     

Exploration Stage Activities

     

The Company have not produced any revenues from its principal business or commenced significant operations and are considered an exploration stage companyas defined by SEC Guide 7 with reference to Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) topic 915. In the exploration stage, management devotes most of its time to conducting exploratory work and developing its business.

     

Going Concern Uncertainty

     

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. This contemplates that assets will be realized and liabilities and commitments satisfied in the normal course of business. As reported in the accompanying consolidated financial statements, the Company has incurred a net loss of $137,056 for the three months ended March 31, 2010 and has accumulated a net loss of $16,835,296 since its inception. The Company has no sources of revenue. The continuance in the future of the Company is dependent upon its ability to obtain additional financing as needed to pursue new business opportunities and ultimately upon generating profitable operations from its mineral property exploration and development business. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management has plans to seek additional capital through a private placement of its common stock and loans from related parties to fund expenditures for the next year. Although there are no assurances that management’s plans will be realized, management believes that the Company will be able to continue operations in the future. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

     
2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States and in management’s opinion have been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

     

a)

Accounting Standards Codification
     

On October 1, 2009, the Company adopted the changes issued by the FASB to the authoritative hierarchy of Generally Accepted Accounting Principles (“GAAP”). These changes establish the FASB Accounting Standards CodificationTM as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the ASC. These changes and the ASC itself do not change GAAP. Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Company’s consolidated financial statements.




ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2010 AND 2009
(Stated in Canadian Dollars)

2.

SIGNIFICANT ACCOUNTING POLICIES (continued)

     
b)

Basis of Presentation

     

These consolidated financial statements include the accounts of the Company and its wholly owned inactive subsidiary, Entourage USA Inc. which was incorporated in the State of Nevada on November 3, 2003. The subsidiary’s charter was not renewed and was allowed to lapse in 2009.

     
c)

Cash and cash equivalents

     

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. At present and as at December 31, 2009 and 2008 the Company held no cash equivalents.

     
d)

Mineral Claim Payments and Exploration Expenditures

     

The Company is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred. The Company assess the carrying cost for impairment under the FASB ASC topic 360 at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs subsequently incurred to develop such property are capitalized. Such costs will be amortized using the units-of- production method over the established life of the proven and probable reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

     
e)

Use of Estimates

     

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions of future events that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses for the reporting period. Significant areas requiring the use of management estimates relate to allocations of expenditures to resource property interests, mineral property carrying values, useful lives of equipment for depreciation and amortization, asset impairment tests, and determination of fair value for stock based transactions and non-cash stock based compensation. Other areas requiring estimates include deferred tax balances and valuation allowances. Financial results as determined by actual events could differ from those estimates.

     
f)

Equipment

     

Equipment is stated at cost less accumulated depreciation. Depreciation is calculated using the declining balance method as follows:


Office furniture 20% on declining balance basis
Computer equipment 30% on declining balance basis

  g)

Environmental Costs

     
 

Environmental expenditures that relate to current operations are charged to operations or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are charged to operations. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to plan of action based on the then known facts.




ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2010 AND 2009
(Stated in Canadian Dollars)

2.

SIGNIFICANT ACCOUNTING POLICIES (continued)

     
h)

Capital Stock – Flow-through shares

     

Under United States GAAP when flow-through shares are issued, the proceeds are allocated between the issue of shares and the sale of tax benefits. The allocation is made based on the difference between the quoted price of the existing shares and the amount that the investor pays for the flow-through shares. The stockholders' equity is reduced and a liability is recognized for this difference. The liability is reversed when the tax benefits are renounced and a deferred tax asset is recognized at that time. Income tax expense (recovery) is the difference between the amount of the deferred tax liability and the asset recognized on issuance. During the years ended December 31, 2008 and 2007 the Company did not issue any flow-through shares.

     
i)

Foreign Currency Translation

     

The functional currency of the Company is Canadian dollars and these financial statements are presented in Canadian dollars unless otherwise noted. Foreign denominated monetary assets and liabilities are translated to their Canadian dollar equivalents using foreign exchange rates in effect at the balance sheet date. Non- monetary items are translated at historical exchange rates, except for items carried at market value, which are translated at the rate of exchange in effect at the balance sheet date. Revenues and expenses are translated at average rates of exchange during the year. Exchange gains and losses arising on foreign currency translation are included in the determination of operating results for the period.

     
j)

Financial Instruments and Risk Management

     

The Company’s financial instruments consist of cash, accounts payable, loan payable and amounts payable 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 these financial instruments. The fair value of the Company’s current assets and current liabilities are estimated by management to approximate their carrying values based on the immediate or short-term maturity of these instruments.

     

Foreign Exchange Risk

     

The Company is subject to foreign exchange risk for purchases denominated in foreign currencies. The Company operate outside of the U.S. primarily in Canada and Brazil and is exposed to foreign currency risk due to the fluctuation between the currency in which the Company operates in and the United States Dollars. Foreign currency risk arises from the fluctuation of foreign exchange rates and the degree of volatility of these rates relative to the United States dollar.

     

Fair Value of Financial Instruments

     

The Company accounts for the fair value measurement and disclosure of financial instruments in accordance with FASB ASC topic 820 which requires a publicly traded company to include disclosures about the fair value of its financial instruments whenever it issues summarized financial information for interim reporting periods. Such disclosures include the fair value of all financial instruments, for which it is practicable to estimate that value, whether recognized or not recognized in the statement of financial position; the related carrying amount of these financial instruments; and the method(s) and significant assumptions used to estimate the fair value.




ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2010 AND 2009
(Stated in Canadian Dollars)

2.

SIGNIFICANT ACCOUNTING POLICIES (continued)

     
Concentration of Operations
     
The Company’s operations are all related to the minerals and mining industry. A reduction in mineral prices or other movements in the minerals market could have an adverse effect on its operations.
     

 

Concentration of Credit Risk
     
Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and equivalents and receivables.
     
k)

Income Taxes

     

Income taxes are accounted for under the asset and liability method as stipulated by ASC 740. Deferred 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 and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized by the use of a valuation allowance. A valuation allowance is applied when in management’s view it is more likely than not (50%), that such deferred tax will not be utilized.

     

In the event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. Reserves for uncertain tax position would then be recorded if the Company determined it is probable that a position would not be sustained upon examination or if a payment would have to be made to a taxing authority and the amount is reasonably estimable. As of December 31, 2009, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities.

     
l)

Stock Based Compensation

     

The Company has a stock-based compensation plan which is described more fully in Note 6. The Company measures the compensation cost of stock options and other stock-based awards to employees and directors at fair value at the grant date and recognizes compensation expense over the requisite service period for awards expected to vest.




ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2010 AND 2009
(Stated in Canadian Dollars)

2.

SIGNIFICANT ACCOUNTING POLICIES (continued)

       
l)

Stock Based Compensation (continued)

       

Except for transactions with employees and directors, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Additionally, the Company has determined that the dates used to value the transaction are either:

     
(1) The date at which a commitment for performance by the counter party to earn the equity instruments is established; or
     
(2)  The date at which the counter party’s performance is complete.
     
m)

Basic and Diluted Loss Per Share

       

Basic net loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the reporting period. Diluted net income per common share includes the dilution that could occur upon the exercise of options and warrants to acquire common stock, computed using the treasury stock method which assumes that the increase in the number of shares is reduced by the number of shares that the Company could have repurchased with the proceeds from the exercise of options and warrants (which are assumed to have been made at the average market price of the common shares during the reporting period).

       

On January 1, 2009, the Company adopted changes issued by the FASB to the calculation of earnings per share. These changes state that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method for all periods presented. The adoption of this change had not impact on the Company’s basic or diluted net loss per share because the Company have never issued any share-based awards that contain nonforfeitable rights.

       

Potential shares of common stock are excluded from the diluted loss per share computation in net loss periods as their inclusion would be anti-dilutive.

       

At March 31, 2010 and December 31, 2009, the Company had 9,969,855 and 7,738,693 shares of common stock issued and outstanding, respectively, 5,102,662 and 3,684,500 warrants outstanding, respectively and 720,000 options outstanding.

       
n)

Government Grants

       

The Company is eligible for certain grants from the Province of Quebec, Canada. The Company recognizes these grants once the amount is determinable and collection is reasonable. Government grants are accounted for as an offset of mineral property costs.




ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2010 AND 2009
(Stated in Canadian Dollars)

2.

SIGNIFICANT ACCOUNTING POLICIES (continued)

     
o)

Recently adopted accounting policies

     

On June, 2009, the Company adopted the changes issued by FASB ASC topic 855 to Subsequent Events. ASC 855 establishes authoritative accounting and disclosure guidance for recognized and non-recognized subsequent events that occur after the balance sheet date but before financial statements are issued. ASC 855 also requires disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. The adoption of the changes to ASC 855 had no impact on the Company’s consolidated financial statements.

     

Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of the Company.

     
3.

EQUIPMENT


            March 31, 2010           Dec 31, 2009  
      Cost     Accumulated     Net Book           Accumulated     Net Book  
            depreciation     Value     Cost     depreciation     Value  
     $            
  Office furniture   2,812     2,024     788     2,812     1,982     830  
  Computer equipment   5,033     4,368     665     5,033     4,314     719  
      7,845     6,392     1,453     7,845     6,296     1,549  



ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2010 AND 2009
(Stated in Canadian Dollars)

4. MINERAL EXPLORATION PROPERTIES

(a) The Pires Gold Project

On June 17, 2009, and as amended on November 13, 2009, the Company signed a definitive Mineral Property Option agreement with Infogeo Servicos E Locacoes (“Infogeo”), a private arms length Brazilian company, whereby the Company acquired an option to acquire a 100% interest in the Pires Gold Project (“Pires” or the “Pires Property”), pursuant to the following terms:

To earn a 40% interest in the property (First Milestone), in year one:

  (i)

pay to the Optionor (or its nominee) USD $50,000 as follows:

  (A)

USD $25,000 within seven days of the execution of this Agreement (paid), and

  (B)

USD$25,000 within 45 days of the execution of this Agreement (paid); and

  (ii)

expend not less than USD $300,000 (the “First Target”) in exploration expenditures on the property on or before May 31, 2010.

To earn an additional 20% interest in the property (Second Milestone), in year two:

  (i)

paying USD $100,000 to the Optionor (or its nominee) on or before January 16, 2010 (paid), and

  (ii)

expend not less than USD $300,000 (less the amount by which any exploration expenditures pursuant to item (ii) of the First Milestone exceeded the First Target) (the “Second Target”) in exploration expenditures on the property before January 16, 2011.

To earn an additional 15% (75% Total) interest in the property option (Third Milestone), in year three:

  (i)

issue the Optionor 100,000 common shares of the Company on or before January 16, 2011 (subject to any regulatory approvals required), and

  (ii)

expend up to USD $1,000,000 to complete and submit a final report by January 16, 2012, (Any excess expended in years one and two is to be applied against this $1,000,000 expenditure requirement).

Option to Purchase 25% (Upon completion of the Third Milestone)

Purchase up to 20% of an interest in the property, by paying the Optionor USD$1,000,000 for each 5% incremental interest in the Property, and USD $2,000,000 for the remaining 5% interest.

Pursuant to the amendment on November 13, 2009, the Company agreed to issue total 300,000 (150,000 issued prior to December 31, 2009 and 150,000 issued subsequently) common shares of the Company in return for extension of the Year 1 exploration expenditures requirement. The Company recorded $62,260 for 150,000 shares issued before the year end in capital stock and $62,260 for remaining 150,000 shares issued subsequent to the year end as obligation to issue shares (Note 6). The shares were valued at $0.42 (Cdn$0.40) per share.

On February 18, 2010 the Company signed a Letter of Intent (“LOI”) with Ansell Capital Corp., (“Ansell”) a TSX Venture listed company, pursuant to which Ansell proposes to acquire all of the outstanding and issued shares of the Company through a plan of arrangement (the “Arrangement”) under the British Columbia Corporations Act. The terms of the Arrangement will provide for a one to one common share, option and warrant swap between Ansell and the Company shareholders. The proposed Arrangement is subject to court, shareholder and regulatory approval. Execution of a definitive agreement is targeted for May 30, 2010.

Pursuant to the terms of the LOI Ansell agreed to: (a) advance no less than US $200,000 (advanced) to be jointly administered by Ansell and the Company, which funds to be spent on qualifying expenditures to satisfy the Company’s work commitments in respect of the Pires Property May 31, 2010 work commitment; and (b) advance the Company $75,000 (advanced) to pay certain agreed payables prior to the execution of the Definitive Agreement.



ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2010 AND 2009
(Stated in Canadian Dollars)

4. MINERAL PROPERTY INTERESTS (continued)

(b) Doran Property, Quebec

  i)

By agreement dated March 15, 2005, the Company obtained an option to acquire a 100% interest in certain mineral properties in south-central Quebec (the “Doran Property”) in exchange for cash payments of $220,000, the issuance of 75,000 common shares and the expenditure of $1,000,000 on the Doran Property over three years, as follows:

     
  a.

$35,000 and 12,500 common shares within ten business days of the date of approval of the agreement (paid and issued);

  b.

$35,000 and 12,500 common shares on or before March 15, 2006 (paid and issued); and expending $200,000 on or before March 15, 2006 (incurred);

  c.

$75,000 (paid in 2007) and 25,000 common shares on or before March 15, 2007 (issued in 2007); and expending $300,000 on or before March 15, 2007 (incurred by Abbastar Holdings Inc. (“Abbastar”) – Note 4b iii)); and

  d.

$75,000 (paid in 2008 by Abbastar – see below) and 25,000 common shares on or before March 15, 2008 issued in 2007); and expend an additional $500,000 on or before March 15, 2008 (incurred by Abbastar – see below).

After all the above terms have been met, the Company has earned 100% interest of the property in the year.

  ii)

The property interest is subject to a 2.5% Net Smelter Return (NSR). The Company has the right to purchase up to three-fifths of the NSR, or 1.5%, for $1,750,000.

     
  iii)

On February 13, 2007 the Company entered into an option agreement (the “Option”) with Abbastar Holdings Inc. (“Abbastar”), a TSX Venture Exchange listed company, whereby Abbastar may earn up to a 70% interest in the Doran Property by making a one time cash payment of $100,000 CDN (received) to the Company and spending $5,000,000 on the Doran Property over 4 years (The Company retains the right to purchase the NSR on the Doran Property). The terms of the Option provide that Abbastar may earn its interest in the Doran property as follows:

     
 

20% interest by spending $500,000 on or before February 13, 2008 (spent);

    15% additional interest by expending an additional $1,000,000 on or before February 13, 2009 (spent);
  15% additional interest by expending an additional $1,500,000 on or before February 13, 2010; and
 

20% additional interest by expending an additional $2,000,000 on or before February 13, 2011.

     
 

As of December 31, 2009, Abbastar had earned a 35% interest in the Doran property but, has allowed the balance of their option to expire.

     
  iv)

In consideration for the Doran Property vendor consenting to the Option Agreement with Abbastar, the Company issued the balance of shares (50,000) due to the Doran Property vendor on March 12, 2007.

     
  v)

On March 15, 2008, after the final payment of $75,000 was made by Abbastar on behalf of the Company, the Company became the owner of the Doran Property and Abbastar had earned a 20% interest in the property by spending $500,000 on the property. The completion of the 2008 fall exploration program, by Abbastar, earned Abbastar an additional 15% interest in the Doran property as outlined above.




ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2010 AND 2009
(Stated in Canadian Dollars)

4. MINERAL PROPERTY INTERESTS (continued)

  (c)

Hatchet Lake Property (Saskatchewan)

     
 

By agreement dated April 7, 2005, as amended October 20, 2005, the Company obtained an option to acquire a 50% right in a certain prospective mineral property located in the Athabasca Basin area of Saskatchewan (the “Hatchet Lake Property”).

     
 

As consideration for the agreement (the “Hatchet Lake Agreement”), the Company issued 1,500,000 of its common shares to the CMKM Diamonds Inc. (“CMKM”) shareholders in 2006.

     
 

In September 2007, the Company abandoned the property. The Company has no liabilities incurred by abandoning the Hatchet Lake Properties and no further payments are required.

     
  (d)

The Smeaton/Forte a la Corne Property (Saskatchewan)

     
 

By agreement dated October 20, 2005, as amended November 16, 2005, the Company entered into an option agreement with 101047025 Saskatchewan Ltd. (a private company) ("1010") to acquire an undivided 80% mineral rights interest in and to the Smeaton/Forte a la Corne diamond property in Saskatchewan (the “Smeaton Agreement”).

     
 

Under the terms of this agreement the Company issued 3,388,889 common shares in its capital stock (the "Smeaton/Fort a la Corne Shares") on January 3, 2006 of which 3,000,000 common were issued to CMKM and 388,889 shares were issued to 1010. The 3,388,889 shares were recorded as mineral property expenditures and an obligation to issue shares totaling $5,988,167 in the year ended December 31, 2005.

     
 

The Smeaton/Forte a la Corne diamond property was the subject of an agreement between 1010 and CMKM dated August 1, 2003.

     
 

On August 28, 2007, the Company filed a Writ of Summons and Statement of Claim against 1010 and CMKM in the Supreme Court of British Columbia seeking to have the Court set aside the both the Hatchet Lake and Smeaton Agreements.

     
 

During the year ended December 31, 2009 the Company settled its outstanding legal disputes with CMKM and 1010, and returned the Smeaton properties to 1010 (Note 10).


5.

LOAN PAYABLE

     

On August 4, 2009 an arms length party loaned the Company US$25,000 for a period of 90 days, at 12% per annum. The loan was unsecured but, as further consideration for the loan, the Company granted the lender 100,000 stock options, exercisable at US$0.35 each for a period of five years. The fair value of the stock option grant was recorded as finance expense of $15,088. Both the loan and all interest accrued thereon were repaid on February 10, 2010.

     
6.

CAPITAL STOCK

     
a)

Issued Shares

     

Effective March 6, 2009 the Company completed a reverse split of its common shares at a ratio of one new share for every ten old share held. The capitalization of 100,000,000 common shares with no par value remains the same after the reverse stock split. All previous references to shares of common stock, weighted average common share outstanding, stock options and warrants have been restated to give effect to the 1:10 reverse stock split unless otherwise stated.




ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2010 AND 2009
(Stated in Canadian Dollars)

6.

CAPITAL STOCK (continued)

     
a)

Issued Shares (continued)

     

During the year ended December 31, 2009, the Company closed a private placement of 4,037,500 units (at a price of US $0.15 per unit for gross proceeds of US$605,625. Each unit consisted of one common share and one share purchase warrant exercisable on or before June 12, 2010 at a price of US $0.20 per share.

     

During the year ended December 31, 2009 the Company settled its outstanding legal disputes with CMKM and 1010. As a result of the settlement, CMKM returned 4,500,000 common shares of the Company in exchange for a cash payment of US $85,000. The shares were returned to treasury and cancelled.

     

During the year ended December 31, 2009, 353,000 shares were issued pursuant to the exercise of warrants at US$0.20 per share.

     

During the three months ended March 31, 2009 the Company (a) completed a non-brokered private placement of 1,613,162 units at a price of U.S. $0.15 each. Each unit consists of one common share and one share purchase warrant, each warrant enabling the purchaser to buy an additional share for a period of one year at a price of US $0.25 each. (b) issued 195,000 shares pursuant to the exercise of warrants @US$0.20 per share (c) issued 150,000 shares to the optionor of the Pires property as mentioned earlier.

     

There were 9,696,855 shares issued and outstanding on March 31, 2010.

     
b)

Stock Options

     

In February 2004 the Company implemented a Stock Option Plan (“SOP”) for its officers, directors and employees to allow for up to 160,000 share purchase options to be granted at US $2.50 per share, for a period not to exceed five years. In November 2004 the SOP was amended to provide for the issuance of up to 220,000 incentive stock options to directors, officers, employees and non-investor relations consultants. During January 2006 the Company increased the stock option plan from 220,000 shares to 720,000 shares.

     

All the stock options granted by the Company previously expired in February 2009.

     

Activity under the SOP is summarized as follows:


            Weighted Average        
            Exercise Price     Weighted  
      Options     (U.S. $)     Average  
      Outstanding           Life  
  Balance, December 31, 2008 and 2007   639,000     2.25     0.09  
  Options granted during the year   720,000     0.35     4.60  
  Options expired during the year   (639,000 )   2.25        
  Balance, December 31, 2009   720,000     0.35     4.60  
  Balance, March 31, 2010   720,000     0.35     4.35  

During the year ended December 31, 2009 the Company granted a total of 720,000 stock options at an exercise price of US$0.35 per share for a five-year term. At December 31, 2009 these 720,000 stock options were outstanding. The fair value of the stock option grant was calculated using the Black-Scholes option pricing model with the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 336%, (3) risk free interest rate of 3% and, (4) expected life of 5 years. Total expenses of $228,510 was recorded as stock-based compensation, $213,422 (2008 - $Nil, 2007 - $101,774) was related to consulting and $15,088 (2008 - $Nil, 2007 - $11,300) was related to financing fee.



ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2010 AND 2009
(Stated in Canadian Dollars)

6.

CAPITAL STOCK(continued)

     
b)

Stock Options (continued)

     

During the three months ended March 31, 2010 no stock options were granted, repriced or exercised.

     

The following table summarizes information concerning outstanding and exercisable common stock options under the SOP as at March 31, 2010:


    Remaining   Number of Weighted
Range of   Contractual Weighted Options Average Exercise
Exercise Options Life Average Currently Price
Prices Outstanding (in years) Exercise Price Exercisable  
U.S. $0.35 720,000 4.35 U.S. $0.35 720,000 U.S. $0.35

  c)

Warrants

     
 

On June 12, 2009, pursuant to a private placement, 4,037,500 warrants at an exercise price of US$0.20 per share were issued. Each warrant is exchangeable for one common share and expires on June 12, 2010.

     
 

During the three months ended March 31, 2010 the Company issued warrants to purchase 1,613,162 shares at a price of US$0.25 per share.


            Weighted        
            Average     Weighted  
      Warrants     Exercise Price     Average  
      Outstanding     ($ U.S.)     Life  
  Balance December 31, 2008   -     -     -  
  Issued during the year   4,037,500     U.S. $0.20     -  
  Exercised during the year   (353,000 )   U.S. $0.20     -  
  Balance December 31, 2009   3,684,500     U.S. $0.20     0.45  
  Exercised during the period   (195,000 )   U.S. $0.20     -  
  Issued during the period   1,613,162     U.S. $0.25     -  
  Balance March 31, 2010   5,102,662     U.S. $0.22     0.42  

  d)

Obligation to issue shares

 

The balance as at December 31, 2009 included the followings:

  i.

Subscription proceeds of $26,375 for private placement completed during the three months ended March 31, 2010.

  ii.

150,000 common shares issued during the three months ended March 31, 2010 related to amendment to property option agreement (Note 4).


7. RELATED PARTY TRANSACTIONS

During the period ended March 31, 2010, the Company incurred $19,500 (2008 – $19,500) for management fees to directors and a company controlled by an officer of the Company.

Amounts payable to related parties at March 31, 2010 of $55,400 (December 31, 2008 - $91,066) is to directors, officer and a company controlled by an officer.

The transactions with related parties have been in the normal course of operations and, in management’s opinion, undertaken with the same terms and conditions as transactions with unrelated parties.



ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2010 AND 2009
(Stated in Canadian Dollars)

8. SUPPLEMENTAL CASH FLOW INFORMATION AND
NON-CASH INVESTING AND FINANCING ACTIVITIES

      Three months     Year ended     Year ended  
      ended March 31,     December 31, 2009     December 31,  
      2010           2008  
  Cash paid during the year for:      
                     Interest   2,514     -     529  
                     Income taxes   -     -     -  

During the three months ended March 31, 2010, the Company issued 150,000 shares at a value of $62,260 under the option agreement to acquire an interest in the Pires Gold Project, situated in Brazil; and

During the year ended December 31, 2009, the Company:

  a)

issued 150,000 shares at a value of $62,260 under the option agreement to acquire an interest in the Pires Gold Project, situated in Brazil; and

  b)

Issued 100,000 stock options, valued at $34,423, in consideration for a loan payable; and

  c)

Issued 620,000 stock options, valued at $213,422 related to consulting.


9.

SETTLEMENT

   

The Company filed a Writ of Summons and Statement of Claim against CMKM and 1010 in the Supreme Court of British Columbia On August 27, 2007 seeking to have the Court set aside both the Hatchet Lake and Smeaton Agreements (Note 4).

   

During the year ended December 31, 2009 the Company settled its outstanding legal disputes with CMKM and 1010. As a result of the settlement, CMKM returned 4,500,000 common shares of the Company in exchange for a cash payment of US $85,000 (paid). The shares were returned to treasury and cancelled. The Company also settled its claims with 1010 and agreed to return the Smeaton properties in return for the withdrawal of all claims against the Company by 1010.

   
10.

GOVERNMENT GRANTS

   

The Company is entitled to apply for certain refundable tax credits, of between 12% and 35%, in respect of qualifying mining exploration expenses incurred in the Province of Quebec, Canada. This tax credit recovery has been applied against the exploration costs incurred. In 2008 the Company received a total of $49,236 in refundable taxes and mining duties (2007 – $150,723) applied for in tax returns for December 31, 2007 and December 31, 2006. The Company did not expend any money on exploration in Quebec in 2008 and 2009.




ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2010 AND 2009
(Stated in Canadian Dollars)

11.

FINANCIAL INSTRUMENTS

   

The FASB ASC topic 820 on fair value measurement and disclosures establishes three levels of inputs that may be used to measure fair value: quoted prices in active markets for identical assets or liabilities (referred to as Level 1), observable inputs other than Level 1 that are observable for the asset or liability either directly or indirectly (referred to as Level 2), and unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities (referred to as Level 3).

   

The carrying values and fair values of the Company’s financial instruments are as follows:


            December 31,2009     March 31, 2010  
            Carrying     Fair     Carrying     Fair  
      Level     value     value     value     value  
  Cash   Level 1   $  2,212   $  2,212   $  28,634   $  28,634  
  Accounts payable and accrued
liabilities
 
Level 2
  $
 134,268
  $
 134,268
  $
97,695
  $
 97,695
 
  Loan payable   Level 2   $  26,862   $  26,862   $  Nil   $  Nil  
  Due to related parties   Level 2   $  91,066   $  91,066   $  55,400   $  55,400  

The following method was used to estimate the fair values of the Company’s financial instruments: The carrying amount approximates fair value because of the short maturity of the instruments.

12.

SUBSEQUENT EVENT

   

Subsequent to March 31, 2010, the Company issued 25,006 shares pursuant to exercise of warrants @US$0.20 per share.



EX-99.2 3 exhibit99-2.htm MANAGEMENT DISCUSSION AND ANALYSIS Entourage Mining Ltd.: Exhibit 99.2 - Filed by newsfilecorp.com

ENTOURAGE MINING LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

For The Three Months Period Ending March 31, 2010


This Management Discussion and Analysis of Entourage Mining Ltd. (the “Company”) provides analysis of the Company’s financial results for the interim period ending March 31, 2010. 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 May 31, 2010

1.2 Overall Performance

Nature of Business and Overall Performance

The Company’s shares have been publicly traded since February 2nd, 2004 when the Company was called for trading on the Over-the-Counter Bulletin Board in the United States under the symbol ETGMF. The Company is a reporting issuer in both the United States and in British Columbia.

Entourage Mining Ltd. (“Entourage”, the “Company” or “We”) was originally incorporated under the name, Entourage Holdings Ltd., pursuant to the Company Act (British Columbia) on June 16, 1995. On June 25, 1996, we changed our name to Entourage Mining Ltd. On February 18, 1998, we became a reporting Issuer as defined under the Securities Act of the Province of British Columbia in British Columbia, Canada.

We had one subsidiary company, Entourage USA Inc., domiciled in Carson City, Nevada. This subsidiary was used to acquire additional exploration properties in the United States of America. The charter of Entourage USA was not renewed in December 2008 and the Company was allowed to lapse.

We are a natural resource company engaged in the acquisition and exploration of natural resource properties. We commenced operations in 1996 and currently have mineral property option agreements to acquire

  • An unencumbered 100% interest in the Pires Gold Project located in Goias State, Central Brazil; and
  • An unencumbered 65% interest in 47 prospective uranium claim blocks in Costebelle Township known as the Doran property in eastern Quebec.

and we intend to seek and acquire additional properties worthy of exploration and development.

Entourage is an exploration stage company and there is no assurance that a commercially viable mineral deposit exists on any of the properties, and further exploration will be required before a final evaluation as to the economic and legal feasibility of all of our claims is determined.

Effective March 6, 2009 the Company's completed a reversed split of its shares of common shares at a ratio of one new share for every ten old shares held. The capitalization of 100,000,000 common shares with no par value remains the same after the reverse stock split; subsequent to December 31, 2009, the Company changed its authorized capital to unlimited*.

All previous references to shares of common stock and weighted average common shares outstanding have been restated to give affect to the 1:10 reverse stock split unless otherwise stated.

**Notice of Alteration electronically filed with the BC Registrar of Companies on April 22, 2010 at 9:02 am PDT.


1.2.1 Mineral Properties: Background and Agreements

1.2.1(a) The Pires Gold Project

On June 17, 2009, the Company signed a definitive Mineral Property Option agreement with Infogeo Servicos E Locacoes, a private Brazilian company, wherein the Company acquired an option to acquire a 100% interest in the Pires Gold Project (“Pires”).

When acquired, the Pires Gold Project consisted of 5 mineral licenses covering more than 8501 hectares (21,000 acres) located 2.5 hours drive from Brasilia and about 1 hour outside of the small city of Pires do Rio, Goiás State. Subsequent to the acquisition, the Company dropped two of the southernmost claim blocks and acquired 5 new claims: the Garimpo (acquired July 2009) and four other claim blocks surrounding the original land package. At present, the total package is approximately 12,000 hectares. Subsequent to the changes indicated the property is rectangular in shape and is approximately 8 kilometers long and 5 kilometers wide .

The Pires Property covers sericite schist, chlorite schist and quartzites that have been intensely weathered under oxidizing tropical conditions. Metamorphic foliation of the schists and quartzites dips mainly to the west, and appears to be tightly folded. These metamorphic rocks belong to the Brasilia Belt, a region where terrains from the west have been thrust eastward over the ancient (Archean) Sao Francisco craton.

Here is an overview of the terms of the Pires Mineral Option agreement:

Expenditure Option

To earn a 40% interest in the property (First Milestone), in year one:

  (i)

pay to the Optionor (or its nominee) USD $50,000 as follows:

  (A)

USD $25,000 within seven days of the execution of the Agreement (paid), and

  (B)

USD$25,000 within 45 days of the execution of the Agreement (paid); and

  (ii)

expend not less than USD $300,000 (the “First Target”) in exploration expenditures on the property on or before May 31,

  (iii)

Entourage agrees to pay an additional $10,000 USD (paid) upon approval of the DNPM of the new license covering the Garimpo area.

To earn an additional 20% (60% Total) interest in the property (Second Milestone), in year two:

  (i)

paying USD $100,000 to the Optionor (or its nominee) on or before January 16, 2010 (paid), and

  (ii)

expend not less than USD $300,000 (less the amount by which any exploration expenditures pursuant to item (ii) of the First Milestone exceeded the First Target) (the “Second Target”) in exploration expenditures on the property before January 16, 2011.

To earn an additional 15% (75% Total) interest in the property option (Third Milestone), in year three:

  (i)

issue the Optionor 100,000 common shares of the Company on or before January 16, 2011 (subject to any regulatory approvals required), and

  (ii)

expend up to USD $1,000,000 to complete and submit a final report by January 16, 2012, (Any excess expended in years one and two is to be applied against this $1,000,000 expenditure requirement.)

Option to Purchase 25% (100% Total) (Upon completion of the Third Milestone)

Purchase up to 20% of an interest in the property, by paying the Optionor USD$1,000,000 for each 5% incremental interest in the Property, and USD $2,000,000 for the remaining 5% interest.


Pires Property Description

The Company is exploring for Sediment Hosted Vein (SHV) gold deposits gold on 6 mineral licenses (two claim blocks deleted in the Spring 2010) covering 8,797.7hectares in southern Goiás State, Brazil. Another 4 licenses have been applied for which will extend the property north, east and west by 8000 hectares when the application process is completed. In January 2010, the Company filed two reports to relinquish two claims at the southernmost portion of the property where sampling indicated little mineralization.

Location and Accessibility

Access to the Pires is good, with the property being a two-and-a-half hour drive from Brasilia (capital of Brazil) on a paved highway that crosses the licences. The licences comprise the Pires Property (“Pires”), upon which Entourage has an option agreement to acquire up to 100% from the Brazilian property holder Infogeo Locaçeos Ltda. (“Infogeo”). Under the agreement, Entourage can earn a 40% interest in the property upon completion of US$300,000 of exploration work before May 31, 2010. By completing another US$300,000 of work before January 16, 2011 and paying the landholder 100,000 shares of Company stock, Entourage can earn a 60% interest in all the licenses. If Entourage then defines a minable deposit to the satisfaction of the Brazilian government, they will then earn a 75% interest upon completion of up to US$1,000,000 of exploration work before January 16, 2012 and paying the landholder 100,000 shares of Company stock before January 16, 2011, The Company has an option to acquire up to the remaining 25% for up to US$6 million.

1.2.1(b) The Doran (Quebec) Uranium Prospect

The Doran Uranium Property

Option Agreement and Claim Data

In March of 2005, we entered into an option agreement with Fayz Yacoub, a professional geologist and businessman from Vancouver, whereby we could acquire 44 claim blocks prospective for uranium situated in Costebelle Township in eastern Quebec. Subsequent to entering into the property agreement, 3 additional claims blocks have been added to the project.

The Doran Uranium property consists of 47-contiguous mineral claims (polygons) covering approximately 2473.3 hectares in the Baie Johan Beetz area of Costebelle Township, Quebec. The claim block is centered at GPS 548009 E and 5572265 N.

Pertinent claim data is as follows:

Title #
Row
Column
Surface Area
(ha)
CDC 0048705 05 20 55.01
CDC 0048706 05 21 55.01
CDC 0048707 05 22 55.01
CDC 0048708 05 23 55.01
CDC 0048709 06 20 55.00
CDC 0048710 06 23 55.00
CDC 0048711 07 20 54.99



CDC 0048712 10 24 54.96
CDC 0048713 11 21 54.95
CDC 0048714 11 24 54.95
CDC 0048715 14 22 54.92
CDC 0048716 14 23 54.92
CDC 0048651 07 22 54.99
CDC 0048652 07 23 54.99
CDC 0048653 08 22 54.98
CDC 0048654 08 23 54.98
CDC 0048655 09 22 54.97
CDC 0048656 09 23 54.97
CDC 0048657 10 22 54.06
CDC 0048658 10 23 54.96
CDC 0048659 11 22 54.95
CDC 0048660 11 23 54.95
CDC 0048661 12 22 54.94
CDC 0048662 12 23 54.94
CDC 0048663 13 22 54.93
CDC 0048664 13 23 54.93
CDC 0048665 06 21 55.00
CDC 0048666 06 22 55.00
CDC 0048667 07 21 54.99
CDC 0064114 08 20 54.98
CDC 0064115 08 21 54.98
CDC 0064116 09 20 54.97
CDC 0064117 09 21 54.97
CDC 0064118 10 21 54.96
CDC 0064119 12 21 54.94
CDC 0064120 12 24 54.94
CDC 0064121 13 21 54.93
CDC 0064122 13 24 54.93
CDC 0064123 14 21 54.92
CDC 0064124 14 24 54.92
CDC 0064125 15 21 54.91
CDC 0064126 15 22 54.92
CDC 0064127 15 23 54.92
CDC 0064128 15 24 54.92
CDC 2024598 n/a n/a 54.92
CDC2024599 n/a n/a 54.92
CDC 0097498* n/a n/a 50.12

* Claim CDC 0097498 provides access to the property and may not be prospective for mineralization.



Location and Accessibility

The Doran property is located in the southeastern part of Quebec, along the north shore of the Gulf of St. Lawrence, and about 25 kilometers west of Aguanish, approximately 109 kilometers east of Havre St. Pierre. The property extends inland from the Gulf of St Lawrence a distance of approximately 10 kilometers to the north. Locally this area is known as “Moyenne Cote Nord” or middle coast north of the St. Lawrence Seaway.

The property is situated within the Costebelle Township, NTS map sheet 12 L/08. Access to the property is by daily scheduled flights to Natashquan-Aguanish, then by car from Aguanish to the Pashshibou River and to the southern part of the property.

The topography of the property for the most part is rolling hills having a maximum relief of 100 meters with elevation ranging from sea level to 100 meters. All mineralized areas of interest are located comfortably above sea and river levels.

The climate around the property area is characterized by long winters, generally extending from late October until mid-April.

Exploration

Exploration, including geological mapping, rock sampling, trenching and shallow drilling on the Doran Uranium Deposit resulted in the estimation of a historical uranium resource which requires verification to conform to Canadian NI 43-101 geological reporting standards. Before these standards were initiated, previous work on the property, done by Aguanish Uranium Inc., Noranda and Lacana Mining, was successful in locating and partially exposing several potential target areas, including the Doran East Centre target where three holes were drilled (1978) 14 feet apart with cores returning values of 6.4, 6.4 and 9.2 Lbs. Per ton uranium (U3 O8).

We made a down payment of $35,000 to acquire the option and agreed to a work commitment of $200,000 of exploration in the first year of the Doran Uranium Property agreement.

We expended $245,591 in exploration work on the property in fiscal year 2005 and a National Instrument 43-101 compliant report by Eric Ostensoe (P.Geo.) was commissioned. In late February 2006, Mr. Ostensoe completed his report and the Company posted the report on SEDAR and EDGAR (March 9, 2006) as well as on our website. In April 2007 an updated NI 43-101 Technical Report was prepared by Michel Proulx, M.Sc., P. Geo and Michel Boilly, Ph.D., P.Geo, both Qualified Persons as that term is described in National Instrument 43-101, and this report was filed on SEDAR by Abbastar Holdings Ltd. on May 2, 2007.

In May 2006, we advanced to On Track Explorations, the Doran project operator, $150,000CDN to commence drilling and ground exploration work as outlined in Mr. Ostensoe’s report. Drilling commenced thereafter on the “Main Zone” of the Doran property. Our option agreement on the Doran property requires that we expend $300,000 in year two of the agreement.

We spent $346,166 on drilling and exploration in fiscal 2006 and reported drill results on July 20, 2006. As well, in July 2006 the Government of Quebec reimbursed our company $57,745 as part of the Province’s mining exploration incentive program. This rebate was based upon our 2005 drilling exploration expenses.

In early February 2007 we contracted the services of Forages La Virole to commence drilling on the “L” anomaly situated in the north of the Doran property but four to six foot snow drifts prevented the drilling contractor from reaching the “L” anomaly so the work program was cancelled.

On February 13, 2007, we entered into a Mineral Property Option agreement with Abbastar Holdings Ltd. (“Abbastar”), a Vancouver based TSX Venture listed company, whereby Abbastar could earn up to 70% interest in the Doran property by paying us a one time $100,000 CDN payment (paid) and expending $5,000,000 over four years. The TSX Venture Exchange approved this transaction on May 30, 2007.


On May 11, 2007, our Company and Abbastar announced that drilling had commenced on the “L” anomaly of the Doran project and in all 32 holes were drilled for a total of 3,273.26 meters of diamond drilling and 1158 samples were analyzed representing 2,469.24 linear meters or 75% of the drill hole length. The results of our Phase II drilling campaign were reported August 23, 2007. A sample of the results are as follows:

  • Hole H17A (L Anomaly): 16.99m of 0.0435% U3O8 (.87lb/t),
  • Hole H18 (L Anomaly): 24.1m of 0.033% U3O8 (.66lb/t) (including 16.5m of .73lb/t announced June 28, 2007),
  • Hole H18A (L Anomaly): 7.25m of 0.023% U3O8 (.46lb/t),
  • Hole H19 (L Anomaly): 3.52m of 0.039% U3O8 (.78lb/t),
  • Hole H22 (L Anomaly): 18.44m of 0.024% U3O8 (.48lb/t),
  • Hole H27 (L Anomaly): 5.8m of 0.33% U3O8 (.66lb/t),
  • Hole H31 (N Anomaly): 0.66 meters of .29%U3O8 (5.8lb/t)(at surface).

The holes were divided into four zones with particular emphasis on the “L” zone where 18 drill holes were spotted to evaluate the lateral and depth extensions of this zone. The first four drill holes (17, 17A, 18, 18A) drilled at different azimuths and plunge angles and set up to test the L19 anomaly, recorded encouraging near surface results including 16.99 meters (55 feet) of .87lb/short ton U3O8 and 24.1 meters (79 feet) of .66lb/ton U3O8, as well, holes 27 and 27A, intersected three and four pegmatites respectively. The first pegmatite, H27, returned .66lb/ton U3O8 over 5.8 meters. The L zone remains open in all directions while lateral extension and depth extension are unknown. Best interval drill results are posted on our website.

The 2007 drilling program confirmed the existence of uranium mineralization in the northeast grid (L, N, X and Y). Findings corroborated the channel sample results of 2006 that showed mineralization to be non-uniformly distributed among the pegmatites and even within each pegmatite. Drill holes revealed that the thickness of the radioactive pegmatites range from one meter to roughly 20 meters along holes and are presented as sub-parallel multiple slabs slightly dipping to the west and separated from each other by sterile rocks. All pegmatites have been intersected at a maximum of 90 vertical meters from surface.

To date, the Doran Showing, located at the south of Doran (drilled in 2006 & Fall 2007) and the North East grid have both been successfully drilled in confirming the presence of a series of sub-parallel uranium bearing pegmatites.

Senior Project Geologist, Michel Proulx M. Sc. (P.Geo. and a qualified person, as that term is defined in Canadian Mining National Instrument 43-101 policy) recommended follow up drilling on the Doran Showing (Phase III) as well as an additional 4,000 meters of drilling on the L zone to gain a better understanding of the behavior of the uranium-bearing pegmatite bodies, the structural geology context and of uranium phase minerals.

The fall 2007 drilling campaign was completed in early November of that year. The program comprised 1,691 metres of drilling in 15 drill holes and was designed to test the area between the North End zone and the Hot Spot zone, the lateral extent of the Hot Spot zone, and to determine the south extension and thickness of the Hill Top pegmatite, all of which are part of the Doran showing.

This campaign was designed to further delineate the Doran Showing where we drilled in the summer of 2006. The Doran Showing consists of four distinct pegmatite-bearing structures: The Main Zone, the North End Zone, Dyke Zone and Hot Spot

Results from this drill campaign were announced on February 4, 2008. The 2007 program comprised 1,691 metres of drilling in 15 drill holes and was designed to test the area between the North End zone and the Hot Spot zone, the lateral extent of the Hot Spot zone, and to determine the south extension and thickness of the Hill Top pegmatite, all of which are part of the Doran showing. The fall 2007 drill campaign achieved similar results to the 2006 campaign and all 15 drill holes encountered uranium mineralization.


In total over 6000 meters have been completed on the Doran property by our company and Abbastar and the companies are encouraged that the goal of delineating a Rossing type (Namibia) uranium deposit may be realized.

Abbastar completed a fall 2008 program in September-October. This program completed the second phase of the Mineral Option Agreement between Entourage and Abbastar dated February 14, 2007 and Abbastar has now earned a 35% interest in the Doran property.

The fall 2008 exploration campaign consisted of channel sampling of previously unexplored anomalies (F, G, H, I, K and LL) situated WSW of the L anomaly that was drilled in the spring of 2007. Additionally, anomalies E, Q, BB, S and RR, located due south of the L anomaly were also tested. On February 24, 2009, Abbastar Uranium released the following information on the Fall 2008 exploration program:

North section of the Doran property:

Results of the 2008 ground-based radiometric survey demonstrated a good spatial correlation between the highest-count rates and the localization of the previously determined airborne anomalies BB, P, Q, R and S.

The G zone represents the most interesting uranium site with an average value of 0.56 lb/ton U3O8 from 22 samples collected with a range of 0.06 to 0.88 U3O8 lb/t, with a high value at 3.11 lb/t U3O8.

Nearby anomalies F and H also display relatively high uranium values (F at 0.63 lb/t U3O8 from six samples with a range of 0.27 to 1.20 U3O8 lb/t and H at 0.5 lb/t U3O8 from four samples with a range of 0.21 to 1.06 lb/t U3O8).

South section of Doran property:

The large extent of the radioactive pegmatite outcrops, the encouraging assay obtained and the proximity of the west zone to the main Doran showing make the former a prime target for future drilling.

The completion of the Fall 2008 exploration program earned Abbastar an additional 15% interest in the property and Abbastar has now earned a 35% interest in the Doran property.

As of December 31, 2009, Abbastar had earned a 35% interest in the Doran property but has allowed the balance of their option to expire.

Competitive factors in the market for mineral resources

The Company is prospecting for uranium in Quebec. It is anticipated that uranium generated power will become more popular in the decades to come as rising oil prices and political strife in the world’s oil producing regions continue. In 2005, the annual spot volume of U3O8 reached 35 million pounds and production of uranium, if any, by the Company would have no significant effect on the price of uranium.

Applicable Regulations and Permits

The Company has obtained the necessary work, environmental and regulatory permits required to undertake the exploration programs it is undertaking on its mineral properties. The Company anticipates that, assuming further planned work will be done, there will be no difficulties in obtaining necessary work, environmental and regulatory permits for further exploration work. The jurisdictions wherein our properties are located have long histories in mining exploration and are friendly and accommodating to mineral exploration.

Capital Expenditures and Exploration Programs

a) Pires Exploration Activities


The Pires exploration program began with due diligence replication of reported highly enriched gold float samples. Entourage has collected float quartz vein, outcrop and soil samples with enriched gold concentrations. The five highest gold (Au) values to date are 405 grams per tonne (g/t), 297 g/t, 114, g/t, 80 g/t, 77 g/t, 70 g/t and 55 g/t (analyses completed at SGS-Geosol and Intertek Laboratories in Brazil, and ACME Analytical Laboratory in Canada). These highly enriched samples were collected from different parts of the property located up to 15 km apart on strike. Hand trenching has succeeded in exposing some of these occurrences as undeformed quartz veins in or close to bedrock near the float samples, and locally abundant concentrations suggest that other samples are also proximal to source.

The Pires Property covers metasedimentary strata that were deformed during the Neoproterozoic compressional event that formed the Brasilia thrust belt. Syn-deformational quartz veins and boudins comprise one of the two deposit types targeted for exploration on the Pires Property. Post deformational quartz veins carrying high values of gold possibly associated with the regional Transbrasiliano extensional event in the latest Neoproterozoic are the second deposit type targeted at Pires. Mineralization of the second, undeformed extensional quartz vein type is described in 2 places on the Property (the Garimpo, and Point 1 areas) located more than 13 km apart. To date, no mineral resource or reserves have been defined on the Property. The Pires Property merits further exploration and a two-phase program is recommended herein. Phase 1 includes: continuing surface sampling in unsampled or minimally sampled areas of the Property; completion of ongoing structural and geological mapping; surface geochemistry; hand trenching; a ground magnetic test grid; and 450 m of drilling. The estimated budget of the recommended Phase 1 program is CDN$220,500. Phase 1 should be completed by May 31, 2010. Phase 2 is dependent on the results of Phase 1, and recommends further exploration work estimated at another CDN$580,000. The largest recommended expenditure for Phase 2 is drilling to test an assumed 3 or 4 target areas, dependent on the results of Phase 1. On February 17, 2010, the Company filed, on SEDAR and EDGAR, a National Instrument 43-101 compliant report on the Pires property

On April 4, 2010, the Company began drilling the first targets identified on the Point 1 area (claim 860715/2006). As of this report four holes have been drilled and results are pending. The Company drilled a 550 meters; the drilling was completed on April 30, 2010

b) Doran Uranium Project Exploration Activities

Doran 2007 Drilling

On May 11, 2007, Entourage and Abbastar announced that Phase One of the second drill program had begun and in all 32 holes were drilled for a total of 3,273.26 meters of diamond drilling and 1158 samples were analyzed representing 2,469.24 linear meters or 75% of the drill-hole length. The results of the Company’s Phase II drilling campaign were reported August 23, 2007. Here is a sample of these results:

  • Hole H17A (L Anomaly): 16.99m of 0.0435% U3O8 (.87lb/t),
  • Hole H18 (L Anomaly): 24.1m of 0.033% U3O8 (.66lb/t) (including 16.5m of .73lb/t announced June 28, 2007),
  • Hole H18A (L Anomaly): 7.25m of 0.023% U3O8 (.46lb/t),
  • Hole H19 (L Anomaly): 3.52m of 0.039% U3O8 (.78lb/t),
  • Hole H22 (L Anomaly): 18.44m of 0.024% U3O8 (.48lb/t),
  • Hole H27 (L Anomaly): 5.8m of 0.33% U3O8 (.66lb/t),
  • Hole H31 (N Anomaly): 0.66 meters of .29%U3O8 (5.8lb/t)(at surface).

The holes were divided into four zones with particular emphasis on the “L” zone where 18 drill holes were spotted to evaluate the lateral and depth extensions of this zone. The first four drill holes (17,17A, 18, 18A) drilled at different azimuths and plunge angles and set up to test the L19 anomaly, recorded encouraging near surface results including 16.99 meters (55 feet) of .87lb/short ton U3O8 and 24.1 meters (79 feet) of .66lb/ton U3O8; as well, Holes 27 and 27A, intersected three and four pegmatites respectively. The first pegmatite, H27, returned .66lb/ton U3O8 over 5.8 meters. The L zone remains open in all directions while lateral extension and depth extension are unknown. Best interval drill results are posted on the Company website.


The 2007 drilling program confirmed the existence of uranium mineralization in the northeast grid (L, N, X and Y). Findings corroborated the channel sample results of 2006 that showed mineralization to be non-uniformly distributed among the pegmatites and even within each pegmatite. Drill holes revealed that the thickness of the radioactive pegmatites range from one meter to roughly 20 meters along holes and are presented as sub-parallel multiple slabs slightly dipping to the west and separated from each other by sterile rocks. All pegmatites have been intersected at a maximum of 90 vertical meters from surface.

To date, the Doran Showing, located at the south of Doran (drilled in 2006) and the North East grid have both been successfully drilled in confirming the presence of a series of sub-parallel uranium bearing pegmatites.

The fall 2007 drilling campaign was completed in early November. This campaign was designed to further delineate the Doran Showing where the Company drilled in the summer of 2006. The Doran Showing consists of four distinct pegmatite-bearing structures: The Main Zone, the North End Zone, Dyke Zone and Hot Spot.

The 2007 program comprised 1,691 metres of drilling in 15 drill holes and was designed to test the area between the North End zone and the Hot Spot zone, the lateral extent of the Hot Spot zone, and to determine the south extension and thickness of the Hill Top pegmatite, all of which are part of the Doran showing. The fall 2007 drill campaign achieved similar results to the 2006 campaign and all 15 drill holes encountered uranium mineralization.

In total over 6000 meters have been completed on the Doran property by the Company and Abbastar and the companies are encouraged that the goal of delineating a Rossing type (Namibia) uranium deposit may be realized.

Doran fall 2008 Exploration

In the fall of 2008, Abbastar completed a sampling program on previously untested anomalies in the west-central area of the property. The fall 2008 exploration campaign consisted of channel sampling of previously unexplored anomalies (F, G, H, I, K and LL) situated WSW of the L anomaly that was drilled in the spring of 2007. Additionally, anomalies E, Q, BB, S and RR, located due south of the L anomaly were also tested.

The Company is satisfied that Abbastar has expended sufficient funds on the property to earn a 35% interest in the Doran claims, as outlined in the Mineral Property Option agreement between the companies. The remaining $75,000 property payment to the Vendor was paid in March 2008 and the Doran property is now owned by Entourage (65%) and Abbastar (35%) subject to an NSR (net smelter royalty in favour of the Vendor.

On February 24, 2009, Abbastar released the following information on the Fall 2008 exploration program:

North section of the Doran property:

Results of the 2008 ground-based radiometric survey demonstrated a good spatial correlation between the highest-count rates and the localization of the previously determined airborne anomalies BB, P, Q, R and S. The G zone represents the most interesting uranium site with an average value of 0.56 lb/ton U3O8 from 22 samples collected with a range of 0.06 to 0.88 U3O8 lb/t, with a high value at 3.11 lb/t U3O8.

Nearby anomalies F and H also display relatively high uranium values (F at 0.63 lb/t U3O8 from six samples with a range of 0.27 to 1.20 U3O8 lb/t and H at 0.5 lb/t U3O8 from four samples with a range of 0.21 to 1.06 lb/t U3O8).

South section of the Doran property:


The large extent of the radioactive pegmatite outcrops, the encouraging assay obtained and the proximity of the west zone to the main Doran showing make the former a prime target for future drilling.

The completion of the Fall 2008 exploration program earned Abbastar an additional 15% interest in the property and Abbastar has now earned a 35% interest in the Doran property. At the time of this report Abbastar Uranium has not provided the Company with a budget for the 2009 exploration program. Abbastar must expend $1,500,000 in 2009 to earn an additional 15% interest in the property.

1.2.1(c) Hatchet Lake Properties (Abandoned)

In October 2005, the Company entered into the “Saskatchewan Agreements” (as fully described in the Company’s Sedar and Edgar Annual and 20-F filings of 2005, 2006, 2007 and 2008) with CMKM Diamonds (“CMKM”) (a now defunct “pink sheet” issuer) whereby the Company acquired a Mineral Option to acquire an interest in the Hatchet Lake Uranium prospect in Northern Saskatchewan. The Company abandoned the property after negligible uranium values were encountered; however, the Company had issued 1,500,000 “Consideration Shares” (as fully described in previous filings), such shares to be distributed to the shareholders of CMKM. The failure of CMKM to distribute the shares prompted the Company to file a suit in the courts of British Columbia for the return of the “Consideration Shares”.

In October 2008, the Company and CMKM entered into a proposed settlement that was subsequently agreed to verbally by all parties. This settlement became effective July 03, 2009 and all legal matters among the Company and CMKM have been resolved definitively and the “Consideration Shares” have been returned to treasury.

1.2.1(d) Smeaton/Forte a la Corne Property (Abandoned)

In October 2005, the Company entered into the “Saskatchewan Agreements” (as fully described in the Company’s Sedar and Edgar Annual and 20-F filings of 2005, 2006, 2007 and 2008) with 101047025 Saskatchewan Ltd. (“1010) and CMKM whereby the Company acquired a Mineral Option to acquire an interest in the Smeaton/Forte a la Corne diamond prospect in north central Saskatchewan. The Company had issued 3,000,000 “Consideration Shares” (as fully described in previous filings), such shares to be distributed to the shareholders of CMKM. The failure of CMKM to distribute the shares prompted the Company to file a suit in the courts of British Columbia for the return of the “Consideration Shares”

In October 2008, the parties entered into a proposed settlement that was subsequently agreed to verbally by all parties. This settlement became effective July 03, 2009 and all legal matters among the Company and CMKM and 1010 have been resolved definitively. As part of the settlement the Smeaton/Fort a la Corne property was returned to 1010 and the “Consideration Shares” have been returned to treasury.

1.3 Selected Annual Information

Fiscal Year   2009     2008     2007  
    ($)     ($)     ($)  
Net Sales   0     0     0  
Loss before taxes   (727,683 )   (414,840 )   (598,783 )
Basic and Diluted Loss per Share   (0.11 )   (0.05 )   (0.08 )
Net Loss   (727,683 )   (414,840 )   (598,783 )
Total Assets   14,427     16,673     22,570  
                   
Long Term Financial Liabilities   n/a     n/a     n/a  
Cash Dividends Declared   n/a     n/a     n/a  


1.4 Results of Operations for the Interim Period ended March 31, 2010

The Company’s loss (as well as operating expenses) for the interim period ended March 31, 2010 (“Interim 2010”) totaled $137,056 or $0.02 per share compared to $45,706 or $0.01 per share for the interim period ended March 31, 2009 (“Interim 2009”). The losses during Interim 2010 were higher mainly due to:

  • The Company expended $149,902 in mineral property acquisition and exploration costs in Interim 2010 (of this amount however, $75,000 was recovered from Ansell Capital pursuant to the Letter of Intent”) whereas the Company expended $nil on mineral property acquisition and exploration costs in Interim 2009 because all the Doran property’s costs were Abbastar’s responsibility.

  • As a result of increased business activities during Interim 2010, the office and sundry expenses were $12,063 whereas during Interim2009 the office and sundry expenses were $8,574.

  • Professional fees were $19,306 during Interim 20010 compared to $17,272 during Interim 2009. Due to increased promotional activities during Interim 2010 the travel and promotion expenses were $8,255 compared to $159 during Interim 2009.

Summary of Quarterly Results

In Canadian dollars

  2010 2009 2009 2009 2009 2008 2008 2008
  Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2
Net sales Nil Nil Nil Nil Nil Nil Nil Nil
Loss $137,056 $460,811 $121,284 $99,882 $45,706 $30,055 $58,096 $229,693
Loss per share $0.02
$0.07
$0.02
$0.01
$0.01
$0.00
$0.01
$0.03
Net loss $137,056 $460,811 $121,284 $99,882 45,706 $30,055 $58,096 $229,693
Net loss per share $0.02
$0.07
$0.02
$0.01
$0.01
$0.00
$0.01
$0.03

The Company’s financial statements are expressed in Canadian dollars and have been prepared in accordance with U.S. generally accepted accounting principles.

NOTE: Effective March 6, 2009 the Company's completed a reversed split of its shares of common shares at a ratio of one new share for every ten old share held. The capitalization of 100,000,000 common shares with no par value remains the same after the reverse stock split. All previous references to shares of common stock and weighted average common shares outstanding as well as the basic and diluted loss per share have been restated to give affect to the 1:10 reverse stock split unless otherwise stated.

1.6 Liquidity

As of the date of this report, we have yet to generate any revenues from our business operations.

On March 31, 2010 the Company had $28,634 in cash compared to $2,212 on December 31, 2009. On March 31, 2010 the Company had a negative working capital of $107,105 compared to a negative working capital of $239,318 on December 31, 2009.


During the three months ended March 31, 2009 the Company (a) completed a non-brokered private placement of 1,613,162 units at a price of U.S. $0.15 each raising a gross amount of Cdn $254,324. Each unit consists of one common share and one share purchase warrant, each warrant enabling the purchaser to buy an additional share for a period of one year at a price of US $0.25 each. (b) issued 195,000 shares pursuant to the exercise of warrants @US$0.20 per share raising Cdn $41,224.

On February 18, 2010, Ansell Capital Corp., (“Ansell”) a TSX Venture listed company advanced the Company $75,000 CDN, pursuant to a Letter of Intent to a possible Plan of Arrangement among the companies; these monies were used to pay down the Company’s accounts payable; furthermore, Ansell set up an exploration expense account to allow Ansell to expend $200,000 USD as due diligence before making a definitive decision to effect the Plan of Arrangement.

The Company does not need any funds in the near future for the exploration work on its Doran property since it is the 65% unencumbered owner of the Doran property. However, the Company needs to raise funds soon to fund its ongoing general and administrative costs and for the exploration work on its newly acquired property in Brazil.

1.7 Capital Resources

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. Accordingly, we must raise cash continuously from sources other than the sale of minerals found on the properties. That cash must be raised from other sources. Our only other source for cash at this time is investments by others in Entourage Mining Ltd. We must raise cash to implement our projects and stay in business. Even if we raise money, we do not know how long the money will lastThe Company must raise sufficient capital to fulfill its obligation on the Pires project. Abbastar Uranium is funding exploration on the Doran project. The Company requires financial resources to fund its ongoing costs of operations.

If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. If we do not raise all of the money we need, we will have to find alternative sources of funding, like a public offering, a private placement of securities, or loans from our officers or others.

1.8 Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

1.9 Transactions with Related Parties

During the period ended March 31, 2010, the Company incurred $19,500 (2008 – $19,500) for management fees to directors and a company controlled by an officer of the Company.

Amounts payable to related parties at March 31, 2010 of $55,400 (December 31, 2008 - $91,066) is to directors, officer and a company controlled by an officer.

The transactions with related parties have been in the normal course of operations and, in management’s opinion, undertaken with the same terms and conditions as transactions with unrelated parties.

From January 1, 2010 to the date of this report


Gregory Kennedy and Paul Shatzko are each earning management fees of $2,500 per month from us. RSA Management Services Inc., a company controlled by Pradeep Varshney, is earning management fees of $1,500 per month from us.

1.10 Fourth Quarter

Not applicable

1.11 Proposed Transactions

Besides the Letter of Intent with Ansell Capital, already disclosed above, there are no other pending transactions to report

1.12 Critical Accounting Estimates

This section is not applicable, as the Company has no material accounting estimates. Material accounting estimates usually disclosed by resource issuers such as assumptions regarding depletion, resource and production values and capital write downs are not applicable to the Company as it is still at an exploration and development stage.

1.13 Changes in Accounting Policies including Initial Adoption

Recently adopted accounting policies

On October 1, 2009, the Company adopted the changes issued by the FASB to the authoritative hierarchy of Generally Accepted Accounting Principles (“GAAP”). These changes establish the FASB Accounting Standards CodificationTM as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the ASC. These changes and the ASC itself do not change GAAP. Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Company’s consolidated financial statements.

On June, 2009, the Company adopted the changes issued by FASB ASC topic 855 to Subsequent Events. ASC 855 establishes authoritative accounting and disclosure guidance for recognized and non-recognized subsequent events that occur after the balance sheet date but before financial statements are issued. ASC 855 also requires disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. The adoption of the changes to ASC 855 had no impact on the Company’s consolidated financial statements.

Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of the Company.

The Company’s financial statements have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates that have been made using careful judgment.

The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below.


Option Payments and Exploration Costs:

The Company expenses all costs related to the maintenance and exploration of mineral claims in which it has secured exploration rights prior to the establishment of proven and probable reserves. To date, the Company has not established the commercial feasibility of its exploration prospects, therefore, all costs are being expensed.

Income Taxes:

The Company are accounted for the asset and liability approach for accounting and reporting on income taxes. Deferred tax assets and liabilities are recognized for the future consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. To the extent that it is not more likely than not that a deferred tax asset will be realized, a valuation allowance is provided.

Stock Based Compensation:

The Company measures the compensation cost of stock options and other stock-based awards to employees and directors at fair value at the grant date and recognizes compensation expense over the requisite service period for awards expected to vest.

Except for transactions with employees and directors, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Additionally, the Company has determined that the dates used to value the transaction are either:

(1) The date at which a commitment for performance by the counter party to earn the equity instruments is established; or

(2) The date at which the counter party’s performance is complete.

Basic and Diluted Loss Per Share:

Basic earnings per share includes no dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive earnings per share reflect the potential dilution of securities that could share in the earnings of the Company. Because the effect of conversion of the Company’s dilutive securities is anti-dilutive, diluted loss per share is the same as basic loss per share for the periods presented.

Exploration Stage Company:

The Company is an exploration stage company as defined in the Statements of Financial Standards No. 7. All losses accumulated since inception, have been considered as part of the Company’s exploration activities.

1.14 Financial Instruments and Other Risks

     The Company’s financial instruments consist of cash, accounts receivable, taxes recoverable, accounts payable and amounts 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 these financial instruments. The fair value of the Company’s current assets and current liabilities are estimated by management to approximate their carrying values based on the immediate or short-term maturity of these instruments.


The Company is at risk for environmental issues and fluctuations in commodity pricing. Management is not aware of and does not anticipate significant environmental remediation costs or liabilities in respect of its current operations other than those costs for reclamation disclosed under “Environmental Law” herein.

The Company is not exposed to significant credit concentration or interest rate risk.

The Company’s functional currency is the Canadian dollar. The Company operates in foreign jurisdictions, giving rise to significant exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company's operations that arises from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use any hedging or derivative instruments to reduce its exposure to foreign currency risk.

1.15 Other MD & A Requirements

The current directors and officers of the Company are:

Dr. Paul Shatzko, Chairman of the Board, Director
Mr. Gregory F Kennedy, President, CEO and Director
Mr. Michael B Hart, Director
Mr. Pradeep Varshney, Chief Financial Officer

Website

The Company maintains a website at www.entouragemining.com which serves as an information source for its investors.

Cautionary Note on Forward-looking statements

Some of the statements contained in this report are forward-looking statements, such as estimates and statements that describe the Company’s future plans, expectations, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “intends”, “expects”, “estimates”, “may”, “could”, “could”, “will”, or “plan”. Since forward-looking statements are based on assumptions and address future events or conditions, by their very nature they involve inherent risks and uncertainties. Actual results relating to, among other things, results of exploration, reclamation, capital cost, and the Company’s financial condition and prospects, could differ materially from those currently anticipated in such statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company’s forward-looking statements. The Company does not undertake to update any forward-looking statements that may be made from time to time or on its behalf, except in accordance with applicable securities laws.

Entourage Mining Ltd.

Gregory F Kennedy”

Gregory F Kennedy
President and Director
May 31, 2010


EX-99.3 4 exhibit99-3.htm FORM 52-109FV2 - CEO Entourage Mining Ltd.: Exhibit 99.3 - Filed by newsfilecorp.com

ENTOURAGE MINING LTD.

 FORM 52-109FV2

CERTIFICATION OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, Gregory F. Kennedy, Chief Executive Officer of Entourage Mining Ltd., certify the following:

1.

Review: I have reviewed the interim financial statements and interim MD&A, (together, the “interim filings”) of Entourage Mining Ltd. (the issuer) for the interim period ended March 31, 2010.

   
2.

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

   
3.

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

Date: May 31, 2010.

“Gregory F Kennedy”
Gregory F. Kennedy
Chief Executive Officer

 NOTE TO READER
 

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

   
i)

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

 

ii)

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

 

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



EX-99.4 5 exhibit99-4.htm FORM 52-109FV2 - CFO Entourage Mining Ltd.: Exhibit 99.4 - Filed by newsfilecorp.com

ENTOURAGE MINING LTD.

FORM 52-109FV2

CERTIFICATION OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, Pradeep Varshney, Chief Financial Officer of Entourage Mining Ltd., certify the following:

1.

Review: I have reviewed the interim financial statements and interim MD&A, (together, the “interim filings”) of Entourage Mining Ltd. (the issuer) for the interim period ended March 31, 2010.

   
2.

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

   
3.

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

Date: May 31, 2010.

“Pradeep Varshney”
Pradeep Varshney,
Chief Financial Officer

 NOTE TO READER
 

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

 

i)

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

 

ii)

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

 

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



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-----END PRIVACY-ENHANCED MESSAGE-----