0001176256-13-000402.txt : 20130709 0001176256-13-000402.hdr.sgml : 20130709 20130709172107 ACCESSION NUMBER: 0001176256-13-000402 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20130331 FILED AS OF DATE: 20130709 DATE AS OF CHANGE: 20130709 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: 13960305 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 entourageform6k130705.htm REPORT OF FOREIGN PRIVATE ISSUER FOR THE MONTH OF JULY, 2013 Filed by e3 Filing, Computershare 1-800-973-3274 - Entourage Mining Ltd. - Form 6-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

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

For the month of July, 2013

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-_________









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: July 5, 2013 By: /s/ Paul Shatzko
    Paul Shatzko
  Title: Chairman

 



EX-99.1 2 exhibit99-1.htm INTERIM FINANCIAL STATEMENTS FOR THE PERIOD ENDED MARCH 31, 2013 Exhibit 99.1
Exhibit 99.1

ENTOURAGE MINING LTD.
(An Exploration Stage Company)

INTERIM FINANCIAL STATEMENTS


MARCH 31, 2013
(Stated in Canadian Dollars)
(UNAUDITED – PREPARED BY MANAGEMENT)





 
THE ACCOMPANYING INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2013 HAVE NOT BEEN REVIEWED OR AUDITED BY THE COMPANY’S AUDITORS.
 

 

1





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.

 

“Paul Shatzko”

Paul Shatzko
Chairman and Director
July 5, 2013

2





ENTOURAGE MINING LTD.
(An Exploration Stage Company)

BALANCE SHEETS
(Stated in Canadian Dollars)
(UNAUDITED – PREPARED BY MANAGEMENT)

  March 31,
2013
  December 31,
2012
 
  $   $  
         
ASSETS        
         
Current        

Cash

699   1,764  

Prepaid expenses (Note 7)

1,001   2,085  

Other receivable

1,437   1,295  
  3,137   5,144  
Equipment, net of depreciation (Note 3) 632   671  
         
  3,769   5,815  
         
LIABILITIES        
         
Current        

Accounts payable

206,240   196,658  

Loans payable (Note 5)

44,297   43,600  

Due to related parties (Note 7)

6,127   6,126  
  256,664   246,384  
         
         
STOCKHOLDERS’ DEFICIT        
         
Capital Stock (Note 6)        

Authorized:

       

 Unlimited common voting shares without par value

       

 Issued:

       

13,742,223 common shares (December 31, 2012 – 13,742,223)

13,490,513   13,490,513  
         
Additional paid in capital 3,323,866   3,308,866  
         
Deficit accumulated during the exploration stage (17,067,274 ) (17,039,948 )
  (252,895 ) (240,569 )
         
  3,769   5,815  
         
CONTINGENCIES AND COMMITMENTS (Notes 1 and 4)        
SUBSEQUENT EVENT (Note 10)        
 
Approved by the Board of Directors:        
“Paul Shatzko”  “James Turner”      



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

3





ENTOURAGE MINING LTD.
(An Exploration Stage Company)

INTERIM STATEMENTS OF OPERATIONS
(Stated in Canadian Dollars)
(UNAUDITED – PREPARED BY MANAGEMENT)

           
    THREE MONTHS
ENDED MARCH 31,
  June 16, 1995
(inception)
to
March 31,
2013
 
    2013     2012    
    $     $   $  
Expenses                

Depreciation

  39     53   7,212  

Consulting

  -     -   272,950  

Consulting – stock based compensation

  -     -   2,926,980  

Financing fee – stock based compensation

  -     -   90,096  

Interest and bank charges

  996     51   29,353  

Management fees (Note 7)

  15,000     15,000   1,230,654  

Mineral property costs

  -     (44,401 ) 11,324,777  

Office and sundry

  6,240     8,005   632,094  

Professional fees

  4,931     1,838   664,114  

Travel and promotion

  120     180   310,171  
                 
Gain/(Loss) Before Other Items   (27,326 )   19,274   (17,488,401 )

Fair value adjustment of derivative liabilities

  -     1,115   333,965  
Gain on write-off of debt   -     -   20,000  
                 
Gain/(Loss) Before Income Taxes   (27,326 )   20,389   (17,134,436 )
                 
Deferred income tax recovery   -     -   67,162  
                 
Net Gain/(Loss) and Comprehensive Loss   (27,326 )   20,389   (17,067,274 )
                 
Gain/(Loss) Per Share, basic and diluted $ 0.00   $ 0.00      
                 
Weighted Average Common Shares Outstanding   13,742,223     10,368,103      



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

4





ENTOURAGE MINING LTD.
(An Exploration Stage Company)

STATEMENTS OF STOCKHOLDERS’ DEFICIT
(Stated in Canadian Dollars)
(UNAUDITED – PREPARED BY MANAGEMENT)


  NUMBER
OF
SHARES
  AMOUNT  
OBLIGATION
TO ISSUE

SHARES
    ADDITIONAL
PAID
-IN
CAPITAL 
    DEFICIT
ACCUMULATED
DURING
EXPLORATION
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  



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

5





ENTOURAGE MINING LTD.
(An Exploration Stage Company)

STATEMENTS OF STOCKHOLDERS’ DEFICIT
(Stated in Canadian Dollars)
(UNAUDITED – PREPARED BY MANAGEMENT)

  NUMBER
OF
SHARES
    AMOUNT     OBLIGATION
TO ISSUE
SHARES
    ADDITIONAL
PAID-IN
CAPITAL
  DEFICIT
ACCUMULATED
DURING
EXPLORATION
STAGE
    TOTAL  
        $   $   $ $   $  
                               

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  

January 6, 2005, refund for overpayment in 2004 private placement

-   (3,000 )     - -   (3,000 )

March 21, 2005, shares issued for property acquisition at US $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 US $1.50 per unit

55,000   97,152   -   - -   97,152  

Oct. 7, 2005, units issued at US $1.10 per unit

127,500   165,154   -   - -   165,154  

Oct.-Dec 2005, shares issued on exercise of stock options at US $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  



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

6





ENTOURAGE MINING LTD.
(An Exploration Stage Company)

STATEMENTS OF STOCKHOLDERS’ DEFICIT
(Stated in Canadian Dollars)
(UNAUDITED – PREPARED BY MANAGEMENT)

  NUMBER
OF
SHARES
      AMOUNT   OBLIGATION
TO ISSUE
SHARES
    ADDITIONAL
PAID-IN
CAPITAL
  DEFICIT
ACCUMULATED
DURING
EXPLORATION
STAGE
  TOTAL  
    $   $     $ $   $  
                       

Nov. 17, 2005, units issued at US $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 market 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 US $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 unaudited interim financial statements.

7







ENTOURAGE MINING LTD.
(An Exploration Stage Company)

STATEMENTS OF STOCKHOLDERS’ DEFICIT
(Stated in Canadian Dollars)
(UNAUDITED – PREPARED BY MANAGEMENT)

 
  NUMBER
OF
SHARES
  AMOUNT   OBLIGATION
TO ISSUE
SHARES
     ADDITIONAL
PAID-IN
CAPITAL
    DEFICIT
ACCUMULATED
DURING
EXPLORATION
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 market price of US$3.00 per share

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 )

 

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

8





ENTOURAGE MINING LTD.
(An Exploration Stage Company)

STATEMENTS OF STOCKHOLDERS’ DEFICIT
(Stated in Canadian Dollars)
(UNAUDITED – PREPARED BY MANAGEMENT)

  NUMBER
OF
SHARES
    AMOUNT     OBLIGATION
TO ISSUE
SHARES
  ADDITIONAL
PAID-IN
CAPITAL
    DEFICIT
ACCUMULATED
DURING
EXPLORATION
STAGE
    TOTAL  
      $   $   $ $   $  
                                 
Balance, December 31, 2008, carried forward 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  

Transfer derivative liability for warrants granted in the year

-   (339,311 ) -   - -   (339,311 )

Warrants exercise at US$0.20 per share during the year

353,000   74,692   -   - -   74,692  

Transfer derivative liability for warrants exercised in the year

-   59,689   -   - -   59,689  

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 market 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 (restated – Note 12) -   -   -   - (1,092,043 )   (1,092,043 )
Balance, December 31, 2009 7,738,693     12,828,348     88,635    3,263,866     (17,062,600 )   (881,751 )

 

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

9




ENTOURAGE MINING LTD.
(An Exploration Stage Company)

STATEMENTS OF STOCKHOLDERS’ DEFICIT
(Stated in Canadian Dollars)
(UNAUDITED – PREPARED BY MANAGEMENT)

  NUMBER
OF
SHARES
    AMOUNT     OBLIGATION
TO ISSUE
SHARES
    ADDITIONAL
PAID-IN
CAPITAL
    DEFICIT
ACCUMULATED
DURING
EXPLORATION
STAGE
    TOTAL  
    $   $     $ $   $  
                                   

Balance, December 31, 2009, carried forward

7,738,693 12,828,348   88,635     3,263,866 (17,062,600 )   (881,751 )

February 3, 2010, shares issued for amendment to property option agreement at a market 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, net of finance fee

1,613,162 247,214   (26,375 )   - -   220,839  

Transfer derivative liability for warrants granted in the year

- (125,435 ) -     - -   (125,435 )

Warrants exercise at US$0.20 per share during the year

766,248 159,620   -     - -   159,620  

Transfer derivative liability for warrants exercised in the year

- 134,800   -     - -   134,800  

Income for the year

-     -     -      -     263,194     263,194  

Balance, December 31, 2010

10,268,103 13,306,807   -     3,263,866 (16,799,406 )   (228,733 )

February 22, 2011, shares issued for property option payment at US$0.15 per share market price

100,000 15,000   -     - -   15,000  

Loss for the year

-     -     -      -     (189,503 )   (189,503 )

Balance, December 31, 2011

10,368,103 13,321,807   -     3,263,866 (16,988,909 )   (403,236 )

April 13, 2012, units issued for private placement at $0.05 per share

3,074,120 153,706   -     - -   153,706  

April 20, 2012, shares issued for property at $0.05 per share

300,000 15,000   -     - -   15,000  

Recognition of 9 months management fees $5,000/month

-

-

 

-

   

45,000

-

 

45,000

 

Loss for the year

-

   

-

   

-

    

-

   

(51,039

)

 

(51,039

)

Balance, December 31, 2012

13,742,223

   

13,490,513

   

-

    

3,308,866

   

(17,039,948

)

 

(240,569

)

 

10





ENTOURAGE MINING LTD.
(An Exploration Stage Company)

STATEMENTS OF STOCKHOLDERS’ DEFICIT
(Stated in Canadian Dollars)
(UNAUDITED – PREPARED BY MANAGEMENT)

  NUMBER
OF
SHARES
  AMOUNT   OBLIGATION
TO ISSUE
SHARES
    ADDITIONAL
PAID-IN
CAPITAL
    DEFICIT
ACCUMULATED
DURING
EXPLORATION
STAGE
    TOTAL  
    $ $   $ $   $  
                               

Balance, December 31, 2012, carried forward

13,742,223 13,490,513 -   3,308,866 (17,039,948 )   (240,569 )

Recognition of 3 months management fees $5,000/month

-

-

-

 

15,000

-

 

15,000

 

Loss for the period

-

 

-

 

-

   

-

   

(27,326

)

 

(27,326

)

Balance, March 31, 2013

13,742,223

 

13,490,513

 

-

   

3,323,866

   

(17,067,274

)

 

(252,895

)

 

11





ENTOURAGE MINING LTD.
(An Exploration Stage Company)

INTERIM STATEMENTS OF CASH FLOWS
(Stated in Canadian Dollars)
(UNAUDITED – PREPARED BY MANAGEMENT)

 
  THREE MONTHS
ENDED MARCH 31,
  June 16, 1995
(inception)
to
March 31,
2013
 
  2013    2012
  $   $   $  
CASH FLOWS FROM OPERATING ACTIVITIES            
Net Income (Loss ) (27,326 ) 20,389   (17,067,274 )

Adjustments to reconcile net loss to net cash from operating activities:

           

Depreciation

39   53   7,212  

Stock based compensation

-   -   3,017,076  

Shares issued for mineral property acquisition

-   -   9,184,881  

Shares issued for debt

-   -   23,306  

Non-cash management fees

15,000   -   60,000  

Deferred tax recovery

-   -   (67,162 )

Fair value adjustment of derivative liabilities

-   (1,115 ) (333,965 )

Gain on write-off of debt

-   -   (20,000 )
Changes in non-cash operating working capital items:            

Prepaid expenses

1,084   -   (1,001 )

Other receivable

(142 ) (1,145 ) (1,437 )

Accounts payable and accrued liabilities

9,582   8,206   226,240  

NET CASH FLOWS USED IN OPERATING ACTIVITIES

(1,763 ) 26,388   (4,972,124 )
             
CASH FLOWS USED IN INVESTING ACTIVITIES            

Legal settlement

-   -   (95,753 )

Equipment

-   -   (7,845 )

NET CASH FLOWS USED IN INVESTING ACTIVITIES

-   -   (103,598 )
             
CASH FLOWS FROM FINANCING ACTIVITIES            

Loan payable

697   (36,493 ) 44,297  

Due to related parties

1   (104,964 ) 309,125  

Net proceeds on sale of common stock

-   -   4,722,999  

Obligation to issue shares

-   153,706   -  

NET CASH FLOWS FROM FINANCING ACTIVITIES

698   12,249   5,076,421  
             
INCREASE (DECREASE) IN CASH (1,065 ) 38,637   699  
CASH, BEGINNING OF PERIOD 1,764   1,278   -  
             
CASH, END OF PERIOD 699   39,915   699  


SUPPLEMENTAL CASH FLOW INFORMATION AND NON-CASH INVESTING AND FINANCING ACTIVITIES
(Note 9)

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

12





ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
THREE MONTH PERIOD ENDED MARCH 31, 2013
(Stated in Canadian Dollars)
(UNAUDITED – PREPARED BY MANAGEMENT)

1. ORGANIZATION AND BASIS OF PRESENTATION


Organization
The Company was incorporated in the Province of British Columbia, Canada on June 16, 1995. The Company is in the business of mineral exploration. The address of the Company’s corporate office and principal place of business is Suite 614 – 475 Howe St., Vancouver, British Columbia, V6C 2B3. The Company’s shares are publically traded on the Over-The-Counter Bulletin Board in the United States. The Company is a reporting issuer in both the United States and in British Columbia.

Exploration Stage Activities
The Company has not produced any revenues from its principal business or commenced significant commercial operations and is considered an exploration stage company as 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 activities to conducting exploratory programs and developing business plans.

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. The Company has accumulated a net loss of $17,067,274 since its inception. There is a wording capital deficiency of $253,527 and the Company has no sources of operating revenue. The continuance 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 activities. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management has plans to seek additional capital through private placements 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 as a going concern.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Accounting policies followed in the preparation of the March 31, 2013 unaudited interim financial statements are consistent with those used in the preparation of the annual audited financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent year, December 31, 2012, as reported in Form 20-F, have been omitted. Operating results for the three months ended March 31, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.

3. EQUIPMENT

 

  Three months ended March 31, 2013 Year ended December 31, 2012
  Cost Accumulated
depreciation
Net Book
Value
Cost Accumulated
depreciation
Net Book
Value
  $ $ $ $ $ $
Office furniture 2,812 2,409 403 2,812 2,388 424
Computer equipment 5,033 4,804 229 5,033 4,786 247
  7,845 7,213 632 7,845 7,174 671

 

1





ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
THREE MONTH PERIOD ENDED MARCH 31, 2013
(Stated in Canadian Dollars)
(UNAUDITED – PREPARED BY MANAGEMENT)

4. MINERAL EXPLORATION PROPERTIES

 

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

      d.     

$75,000 (paid by Abbastar – Note 4b iii) and 25,000 common shares on or before March 15, 2008 (issued); and expend an additional $500,000 on or before March 15, 2008 (incurred by Abbastar – Note 4b iii).

All the above terms have been met and the Company earned 100% interest in the property subject to Abbastar’s interest (Note 4b iii)). The Company has allowed certain claims to lapse, and at March31, 2013 held a total of 18 claims. Subsequent to March 31, 2013, a further 15 claims lapsed.

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, 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 (received) Abbastat incurring exploration expenditures of $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:

   

  a.     

20% interest by spending $500,000 in exploration costs on or before February 13, 2008 (incurred);

  b.     

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

  c.     

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

  d.     

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

As of March 31, 2013, Abbastar had earned a 35% interest in the Doran property but has allowed the balance of their option to expire.

2





ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
THREE MONTH PERIOD ENDED MARCH 31, 2013
(Stated in Canadian Dollars)
(UNAUDITED – PREPARED BY MANAGEMENT)

5. LOANS PAYABLE

On September 16, 2010, an arms length party loaned the Company $24,615 (2012: $24,872) (US $25,000) for an initial period of 90 days bearing interest at 12% per annum. The loan is unsecured. The loan has been amended to be payable on demand. As at March 31, 2013, accrued interest of $7,502 (2012 - $6,844) was included on the loan payable.

During the year ended December 31, 2011, a non-arms length party loaned the Company $10,000 for an initial period of 90 days bearing interest at 12% per annum. The loan is unsecured. The loan has been amended to be payable on demand. As at March 31, 2013, accrued interest of $2,179 (2012 - $1,884) was included in the loan payable.

6. CAPITAL STOCK
 
  a) Issued Shares

Pursuant to a non-brokered private placement, the Company issued at total of 3,074,120 Units on April 13, 2012 for total proceeds of $153,706 at $0.05 per unit. Each unit consists of one common share of the Company and one half share purchase warrant. Each whole warrant is exercisable on or before April 13, 2013 at a price of $0.10 per share and on or before April 13, 2014 at a price of $0.15 per share.

On March 30, 2012, the Company agreed to purchase the 10% interest earned by Ansell Capital in the Pires Gold Project for $10,000 cash and the issuance of 300,000 shares from treasury. The shares have been issued at a fair value of $0.05 per common share.

During the year ended December 31, 2012, the Company recorded $45,000 for management fees waived as an increase to additional paid in capital.

During the three month period ended March 31, 2013, the Company recorded $15,000 for management fees waived as an increase to contributed surplus.

  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.

Activity under the SOP is summarized as follows:

         
  Activity under the SOP is summarized as follows:    
    Options
Outstanding
Weighted Average
Exercise Price (U.S. $)
Weighted
Average
Life
  Balance, December 31, 2010 720,000 0.35 3.60
  Options cancelled during the year 720,000 0.35 -
 

Balance, December 31, 2011, 2012 and March 31, 2013

- - -

 

There has been no activity in number of options outstanding during the period ended March 31, 2013.

3





ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
THREE MONTH PERIOD ENDED MARCH 31, 2013
(Stated in Canadian Dollars)
(UNAUDITED – PREPARED BY MANAGEMENT)

6. CAPITAL STOCK (continued)

 

  c) Warrants


On January 25, 2010, pursuant to a private placement, 1,613,162 warrants at an exercise price of US $0.25 per share were issued. Each warrant was exchangeable for one common share and expired on January 25, 2011. During the year ended December 31, 2011, the expiry date of the warrants was extended one year to January 25, 2012 with no other changes to the terms of the warrants. The fair value of the term extension was calculated to be $63,708 using the Black-Scholes option pricing model with the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 164%, (3) risk free interest rate of 1.32% and, (4) expected life of 1 year. The $63,708 was recorded as a stock-based financing fee. The warrants expired unexercised on January 25, 2012.

On April 13, 2012, pursuant to a private placement, 1,537,060 warrants at an exercise price of $0.10 in the first year and $0.15 in the second year were issued. Activity in warrants is summarized as follows:

  Warrants
Outstanding
Weighted Average
Exercise Price
Weighted
Average
Life
Balance, December 31, 2010 and 2011 1,613,162 US $0.25 0.07
Issued during the year 1,537,060 $0.10/$0.15 1.00/2.00
Exercised during the year - - -
Expired during the year (1,613,162) US $0.25 -
Balance, December 31, 2012 1,537,060 $0.10/$0.15 0.28/1.28
Exercised during the period - - -
Balance, March 31, 2013 1,537,060 $0.10/$0.15 1.03


 

7. RELATED PARTY TRANSACTIONS

Amounts payable to related parties as of March 31, 2013 of $6,127 (March 31, 2012 - $6,126) are owing to directors, former directors, a company controlled by an officer and to a public company with directors in common, for management fees, consulting fees and for expenses paid on behalf of the Company. The amounts are non-interest bearing, unsecured, and have no fixed terms of repayment.

During the period ended March 31, 2013, the Company incurred $15,000 (March 31, 2012 - $15,000; March 31, 2011 - $15,000) in management fees to its directors and officers. Effective April 1, 2012, the directors of the Company agreed to waive their management fees until the Company has the financial resources to extinguish their debt. In accordance with U.S. GAAP, the Company recorded $15,000 in management fees as an increase to additional paid-in capital.

During the year ended December 31, 2012, the Company advanced $1,001 (2011 - $nil) to a director of the Company for expenses to be incurred. As at March 31, 2013, this amount was included in prepaid expenses.

The above transactions have been recorded at their exchange amount being the amount of consideration established and agreed to by the related parties.

4





ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
THREE MONTH PERIOD ENDED MARCH 31, 2013
(Stated in Canadian Dollars)
(UNAUDITED – PREPARED BY MANAGEMENT)

8.

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

 

  Period ended
March 31, 2013
Period ended
March 31, 2012
Cash paid during the year for: $ $

Interest

- 500

Income taxes

- -


The Company did not have any non-cash transactions during the periods ended March 31, 2013 and 2012.

9. 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:

  MARCH 31, 2013 DECEMBER 31, 2012  
  LEVEL   CARRYING
VALUE
  FAIR
VALUE
  CARRYING
VALUE
  FAIR
VALUE
 
Financial assets                    

Cash

1 $ 699 $ 699 $ 1,764 $ 1,764  

Other receivable

3   1,437   1,437   1,295   1,295  
    $ 2,136 $ 2,136 $ 3,056 $ 3,056  
Financial liabilities                    

Accounts payable

3 $ 206,240 $ 206,240 $ 196,658 $ 196,658  

Loans payable

3   44,297   44,297   43,600   43,600  

Due to related parties

3   6,127   6,127   6,126   6,126  
    $ 256,664 $ 256,664 $ 246,384 $ 246,384  

 

10. SUBSEQUENT EVENT

 

On June 27, 2013, the Company entered in a loan agreement with a non-related party in the amount of $40,000 which is unsecured, bears interest at 0.5% per annum compounded annually and is due on demand within 15 days written notice.

5



EX-99.2 3 exhibit99-2.htm MANAGEMENT DISCUSSION AND ANALYSIS FOR THE PERIOD ENDED MARCH 31, 2013 Exhibit 99.2
Exhibit 99.2

ENTOURAGE MINING LTD.
(An Exploration Stage Company)

MANAGEMENT DISCUSSION AND ANALYSIS

For The Interim Period Ended March 31, 2013

 

This Management Discussion and Analysis of Entourage Mining Ltd. (the “Company”) provides analysis of the Company’s financial results for the interim period ended March 31, 2013. The following information should be read in conjunction with the accompanying interim financial statements and related notes.





1.1 Date of Report

The following Management Discussion and Analysis (“MD&A”) for Entourage Mining Ltd. (“Entourage” or the “Company”) is prepared as of July 5, 2013 and should be read in conjunction with the interim financial statements and related notes for the three month period ended March 31, 2013. Except as noted, all dollar amounts contained in this management discussion and analysis and in the interim financial statements are in Canadian dollars.

Forward-Looking Statements

This MD&A contains certain information that may be deemed “forward-looking information”. All information in this MD&A, other than information of historical fact, that address exploration drilling, exploitation activities and events or developments that the Company expects to occur, are forward looking information. Forward looking information is information that is not historical fact and is generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Information inferred from the interpretation of drilling results and information concerning mineral resource estimates may also be deemed to be forward looking information, as it constitutes a prediction of what might be found to be present when and if a project is actually developed. The Company believes the expectations expressed in such forward-looking information are based on reasonable assumptions, limited to a period for which the information can be reasonably estimated and pursuant to the accounting policies. Such information is not a guarantee of future performance and actual results may differ materially from those in the forward-looking information. Forward-looking information is based upon current metal prices, availability of financing and general market conditions. Factors that could cause the actual results to differ materially from those in forward-looking information include market prices, exploitation and exploration successes, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such information is not a guarantee of future performance and actual results or developments may differ materially from those projected in the forward-looking information.

Management’s Responsibility for Financial Statements

The information provided in this MD&A, including the interim financial statements, is the responsibility of management. In the preparation of these statements, estimates are sometimes necessary to make a determination of the future values for certain assets or liabilities. Management believes such estimates have been based on careful judgments and have been properly reflected in the accompanying financial statements.

Management maintains a system of internal controls to provide reasonable assurance that the Company’s assets are safeguarded and to facilitate the preparation of relevant and timely information.

1.2 Nature of Business and Overall Performance

Entourage Mining Ltd. 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.

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. The Company is a reporting issuer in both the United States and in British Columbia.

We are a natural resource company engaged in the acquisition and exploration of natural resource properties. We commenced operations in 1996 and acquired:

  • An unencumbered 65% interest in 47 prospective uranium claim blocks in Costebelle Township known as the Doran property in eastern Quebec, the Company has allowed certain claims to lapse and at December 31, 2012 held a total of 18 claims. Subsequent to March 31, 2013 a further 15 claims have lapsed to leave a total of 3 claims in good standing.

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 reverse 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; during the year ended December 31, 2010, shareholders of the Company approved the change of its authorized share capital to unlimited. The Company trades on the Over-The-Counter Bulletin Board under the symbol ENMGF.

Highlights:

During the interim period ended March 31, 2013, the Company completed the following:

-     continued to search for acceptable financing to allow it to continue on a going-concern basis.

On June 27, 2013, the Company entered in a loan agreement with a non-related party in the amount of $40,000 which is unsecured, bears interest at 0.5% per annum compounded annually and is due on demand within 15 days written notice.

The interim financial statements have been prepared assuming the Company will continue on a going-concern basis. The ability of the Company to continue as a going-concern depends upon its ability to raise adequate financing and to develop profitable operations to continue. Management is actively targeting sources of additional financing through alliances with financial, exploration and mining entities, and other business and financial transactions which would assure continuation of the Company’s operations and exploration programs. The Company will periodically have to raise funds to continue operations and, although it has been successful in doing so in the past, there is no assurance it will be able to do so in the future.

There can be no assurance that the Company will be able to continue to raise funds in which case the Company may be unable to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in the interim financial statements.

Mineral Project

The Doran Uranium Prospect (Quebec)

Doran Uranium Property Description

The Doran Uranium property consisted of 47-contiguous mineral claims (polygons) covering approximately 2,473 hectares in the Baie Johan Beetz area of Costebelle Township, Quebec. During the year ended December 31, 2012, the Company has allowed certain claims to lapse and at year end held a total of 18 claims. Subsequent to March 31, 2013 a further 15 claims have lapsed to leave 3 claims in good standing

The Doran property is located in the southeastern part of Quebec, along the north shore of the Gulf of St. Lawrence, and about 25 kilometres west of Aguanish, approximately 109 kilometres east of Havre St. Pierre. The property extends inland from the Gulf of St Lawrence a distance of approximately 10 kilometres 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 metres with elevation ranging from sea level to 100 metres. All mineralized areas of interest are located comfortably above sea and river levels.





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

Doran Uranium Property Agreements

By agreement dated March 15, 2005, the Company obtained an option to acquire a 100% interest in 44 claim blocks prospective for uranium situated in Costebelle Township in eastern Quebec (the “Doran Property”) in exchange for cash payments of $220,000, the issuance of 75,000 common shares and expenditures 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 and 25,000 common shares on or before March 15, 2007 (paid and issued); and expending $300,000 on or before March 15, 2007 (incurred by Abbastar Holdings Inc. (“Abbastar”) – see below); and

  d.     

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

All the above terms have been met and the Company earned 100% interest of the property.

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.

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 (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 TSX Venture Exchange approved this transaction on May 30, 2007. 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 (incurred);
- 15% additional interest by expending an additional $1,000,000 on or before February 13, 2009 (incurred);
- 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 March 31, 2013, 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 2010, the annual sales volume of U3O8 reached 42.8 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

On March 28th, 2012, Québec Environment minister Yves-François Blanchet announced that the Bureau d'audiences publiques sur l'environnement (BAPE) will hold public hearings on the uranium sector in Québec. These hearings are scheduled for the Fall of 2013 and will focus on the environmental and social impacts of exploration and mining of uranium in Québec. The Minister also indicated that no authorization certificates for uranium exploration or mining projects in Québec will be issued until the BAPE's independent study is completed and its report is issued.





Claim Status

All the option terms for the Doran Property have been met and the Company has earned 100% interest in the property subject to Abbastar’s interest. During the year ended December 31, 2012, the Company has allowed certain claims to lapse and at year end held a total of 18 claims. Subsequent to March 31, 2013, a further 15 claims have lapsed to leave 3 claims in good standing.

Doran Uranium Project Exploration Activities

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 (U3O8).

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. 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 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.

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

In total, over 6,000 metres have been drilled on the Doran property by our company and Abbastar and we are encouraged that the goal of delineating a Rossing type (Namibia) uranium deposit may be realized.

The completion of the fall 2008 exploration program earned Abbastar an additional 15% interest in the property and has now earned a 35% interest in the Doran property but has allowed the balance of their option to expire.

For further information on the Doran Property, please refer to the 43-101 Technical Report dated October 10, 2010 located on our website at www.entouragemining.com.

Future Exploration and Development

The Company has deferred exploration activities on the Doran Property until the moratorium for uranium exploration or mining projects in Québec is removed.

1.3 Selected Annual Information

N/A

1.4 Results of Operations for the Interim Period Ended March 31, 2013

During the period ended March 31, 2013, the Company reported net loss of $27,326 or $0.00 per share, as compared to a net income of $20,389 or $0.00 per share for the period ended March 31, 2012. Expenses increased from a gain of $19,274 in 2011 to a loss of $27,326 in the current period, an increase of $46,600. This increase in expenses was mainly attributable to:





  • Mineral property costs increased from nil for the period ended March 31, 2013 to a gain of $44,401 for the period ended March 31, 2012. This decrease was due to selling its interest in the Pires Gold Project in 2012.

Overall, the Company’s operating expenses increased as compared to the prior period due to the sale of its Pires Gold Project that occurred during the period ended March 31, 2012. There can be no assurance that the Company will be able to continue to raise funds in which case the Company may be unable to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in the interim financial statements.

1.5 Summary of Quarterly Results

 

In Canadian dollars                
  2013 2012 2012 2012 2012 2011 2011 2011
  Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2
Net sales $Nil $Nil $Nil $Nil $Nil $Nil $Nil $Nil
Loss/(Income) before other item $27,326 $43,211 $21,829 $26,388 $(19,274) $70,654 $41,383 $62,032
Net (Income)/Loss 27,326 $23,211 $21,829 $26,388 $(20,389) $(111,981) $69,450 $89,301
Net (Income)/Loss per share $0.00 $0.00 $0.00 $0.00 $(0.00) $(0. 01) $0.01 $0.01

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

1.6 Liquidity

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

On March 31, 2013, the Company had $699 in cash compared to $1,764 on December 31, 2012. On March 31, 2013, the Company had a working capital deficiency of $253,527 compared to a working capital deficiency of $241,240 on December 31, 2012.

On June 27, 2013, the Company entered in a loan agreement with a non-related party in the amount of $40,000 which is unsecured, bears interest at 0.5% per annum compounded annually and is due on demand within 15 days written notice.

The Company anticipates it will require additional capital in the future to finance ongoing exploration of its properties and general and administrative expenses, such capital to be derived from the exercise of outstanding stock options and warrants and/or the completion of private placement financings. The Company may also seek short-term loans from directors of the Company. There can be no assurance the Company will be able to obtain required financing in the future on acceptable terms to the Company.

1.7 Capital Resources

Our auditors have issued a going concern opinion on our audited financial statements for the year ended December 31, 2012. 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 extracting, processing 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 last. The Company requires financial resources to fund its ongoing costs of operations.

Entourage has historically relied upon equity financings to satisfy its capital requirements and will continue to depend heavily upon equity capital to finance its activities. The Company has also received additional funds





pursuant to property option receipts. There can be no assurance the Company will be able to obtain required financing in the future on acceptable terms to the Company.

The Company anticipates it will need additional capital in the future to finance ongoing exploration of its properties, such capital to be derived from the exercise of outstanding stock options and warrants and/or the completion of private placements. The Company may also seek short-term loans from directors of the Company.

1.8 Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

1.9 Transactions with Related Parties

Amounts payable to related parties as of March 31, 2013 of $6,127 (March 31, 2012 - $6,126) are owing to directors, former directors, a company controlled by an officer and to a public company with directors in common, for management fees, consulting fees and for expenses paid on behalf of the Company. The amounts are non-interest bearing, unsecured, and have no fixed terms of repayment.

During the period ended March 31, 2013, the Company incurred $15,000 (March 31, 2012 - $15,000; March 31, 2011 - $15,000) in management fees to its directors and officers. Effective April 1, 2012, the directors of the Company agreed to waive their management fees until the Company has the financial resources to extinguish their debt. In accordance with U.S. GAAP, the Company recorded $15,000 in management fees as an increase to additional paid-in capital.

During the year ended December 31, 2012, the Company advanced $1,001 (2011 - $nil) to a director of the Company for expenses to be incurred. As at March 31, 2013, this amount was included in prepaid expenses.

The above transactions have been recorded at their exchange amount being the amount of consideration established and agreed to by the related parties.

1.10 First Quarter

First quarter results do not differ significantly from other quarters.

1.11 Proposed Transactions

There are no 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

Future changes to accounting principles generally accepted in the United States (“GAAP”) as announced by the Financial Accounting Standards Board up to December 31, 2012 were discussed in the Company’s December 31, 2012 MD&A and will not be effective for the current year or will not have a significant effect in the Company’s financial reporting. U.S. GAAP changes announced in the Q1 of 2013 (if any) are not expected to have a significant effect on the Company’s financial reporting.

1.14 Financial Instruments and Risk Management

The Company’s financial instruments consist of cash, other receivable, accounts payable, loan 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.

Foreign Exchange Risk
The Company is subject to foreign exchange risk for purchases denominated in foreign currencies. The Company operates primarily in Canada and Brazil and is exposed to foreign currency risk due to the fluctuation between the currency in which the Company operates and the United States Dollar. 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.

Credit risk
The risk in cash accounts is managed through the use of a major financial institution which has high credit quality as determined by the rating agencies. As at March 31, 2013, the Company does not have significant concentrations of credit exposure.

Interest rate risk
The Company has no significant exposure to interest rate fluctuation risk.

1.15 Other MD & A Requirements

 

Disclosure of Outstanding Share Capital          
                 
              Additional   
  Number           Paid In  
  of Shares     Amount     Capital  
                 
Authorized                

Unlimited common shares, without par value

               
                 
Issued                

Balance, December 31, 2011

10,368,103   $ 13,321,807   $ 3,263,866  

Issued for mineral properties

300,000     15,000     -  

Issued for private placement

3,074,120     153,706     -  

Recognition of management fees waived

-     -     45,000  
                 

Balance, December 31, 2012

13,742,223   $ 13,490,513   $ 3,308,866  

Recognition of management fees waived

-     -     15,000  
                 

Balance, March 31, 2013 and July 5, 2013

13,742,223    $ 13,490,513   $ 3,323,866  

On March 30, 2012 the Company agreed to purchase the 10% interest earned by Ansell Capital in the Pires Gold Project for $10,000 cash (accrued) and the issuance of 300,000 shares from treasury (issued) with a fair value of $15,000.

On April 13, 2012, the Company announced that it closed a private placement of 3,074,120 units at a price of $0.05 per Unit for gross proceeds of $153,706. Each Unit consists of one common share of the Company (a “Share”) and one-half share purchase warrant exercisable on or before April 13, 2013 at a price of $0.10 per Share and on or before April 13, 2014 at a price of $0.15.

During the year ended December 31, 2012, the Company recorded $45,000 for management fees waived as an increase to additional paid in capital.

During the three month period ended March 31, 2013, the Company recorded $15,000 for management fees waived as an increase to contributed surplus.





Warrants

      Weighted
  Warrants Weighted Average Average
  Outstanding Exercise Price Life
Balance, December 31, 2010 and 2011 1,613,162 US $0.25 0.07
Issued during the year 1,537,060 $0.10/$0.15 1.00/2.00
Exercised during the year - - -
Expired during the year (1,613,162) US $0.25 -
Balance, December 31, 2012 1,537,060 $0.10/$0.15 0.28/1.28
Exercised during the period - - -
Balance, March 31, 2013 and July 5, 2013 1,537,060 $0.10/$0.15 1.03

*On January 25, 2010, the expiry date of 1,613,162 warrants exercisable at US$0.25 was extended one year to January 25, 2012 with no other changes to the terms of the warrants. On January 25, 2012, 1,613,162 warrants expired unexercised.

Stock Options

      Weighted
  Options Weighted Average Average
  Outstanding Exercise Price (U.S. $) Life
Balance, December 31, 2010 720,000 0.35 3.60
Options cancelled during the year 720,000 0.35 -
Balance, December 31, 2011, 2012,      
March 31, 2013 and July 5, 2013 - - -

There has been no activity in number of options outstanding during the period ended March 31, 2013 or to the date of this MD&A.

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. James A. Turner, 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.

Entourage Mining Ltd.

Paul Shatzko”

Paul Shatzko
Chairman and Director
July 5, 2013



EX-99.3 4 exhibit99-3.htm CERTIFICATION - CEO Exhibit 99.3
Exhibit 99.3

Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate

I, Paul Shatzko, Acting Chief Executive Officer, Entourage Mining Ltd, certify the following:

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Entourage Mining Ltd. (the “issuer”) for the interim period ended March 31 2013.

 

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 report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date:

July 5, 2013

 ”Paul Shatzko”
Paul Shatzko
Acting 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.

 

1



EX-99.4 5 exhibit99-4.htm CERTIFICATION - CFO Exhibit 99.4
Exhibit 99.4

Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate

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

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Entourage Mining Ltd. (the “issuer”) for the interim period ended March 31, 2013.

 

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 report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date:   

 July 5, 2012

”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.

 

1



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