-----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, PTen0hW2xfwkzzhsCIbUSOt2i9wnphr8qpNOb/8vvPylmhoaCqvMO69e91Rr4b+5 QIQ1tk5JKUFDN068jc2tSA== 0001204459-10-002951.txt : 20101126 0001204459-10-002951.hdr.sgml : 20101125 20101126060706 ACCESSION NUMBER: 0001204459-10-002951 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20100930 FILED AS OF DATE: 20101126 DATE AS OF CHANGE: 20101126 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: 101216214 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 November, 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 Interim Financial Statements for the period ended September 30, 2010
     
  99.2 Management Discussion and Analysis for the period ended September 30, 2010
     
  99.3 CEO - Certification
     
  99.4 CFO - Certification

 


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: November 25, 2010 By: /s/ Greg Kennedy
   
    Greg Kennedy
  Title: President

 


EX-99.1 2 exhibit99-1.htm INTERIM FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 2010 Entourage Mining Ltd.: Exhibit 99.1 - Filed by newsfilecorp.com

ENTOURAGE MINING LTD.
(An Exploration Stage Company)
INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2010 AND 2009
(Unaudited - Prepared by Management)
(Stated in Canadian Dollars)

 
THE ACCOMPANYING INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2010 HAVE NOT BEEN REVIEWED OR AUDITED BY THE COMPANY’S AUDITORS.
 


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

November 25, 2010



ENTOURAGE MINING LTD.
(An Exploration Stage Company)
INTERIM BALANCE SHEETS
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars)

    September 30,     December 31,  
    2010     2009  
             
ASSETS            
             
Current            
       Cash $  6,254   $  2,212  
       Advances and prepaid expenses   4,828     1,377  
       Sales tax recoverable   8,369     9,289  
    19,451     12,878  
Equipment, net of depreciation (note 3)   1,262     1,549  
             
  $  20,713   $  14,427  
             
LIABILITIES            
             
Current            
       Accounts payable and accrued liabilities $  133,099   $  134,268  
       Loan payable (Note 5)   25,828     26,862  
       Amounts payable to related parties (Note 7)   50,281     91,066  
    209,208     252,196  
             
STOCKHOLDERS’ EQUITY            
             
Capital Stock            
       Authorized:
                Unlimited common voting shares without par value 
       Issued:
                10,273,103 common voting shares (Dec. 31, 2009 – 7,738,693)
 


13,583,932
   


13,107,970
 
             
Additional paid in capital   3,263,866     3,263,866  
             
Obligation to issue shares (Note 6)   -     88,635  
             
Deficit accumulated during the exploration stage   (17,036,293 )   (16,698,240 )
    (188,495 )   (237,769 )
             
  $  20,713   $  14,427  

CONTINGENCIES AND COMMITMENTS (Notes 1, 4, and 6)

Approved by the Board of Directors:

“Gregory F. Kennedy”   “Paul Shatzko”

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



ENTOURAGE MINING LTD.
(An Exploration Stage Company)
INTERIM STATEMENTS OF OPERATIONS
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars)

                            June 16, 1995  
                            (Date of  
    THREE MONTHS ENDED     NINE MONTHS ENDED     Inception) to  
    SEPTEMBER 30     SEPTEMBER 30     September 30,  
    2010     2009     2010     2009     2010  
                               
Expenses $     $                      
       Depreciation   96     129   $  287   $  387   $  6,582  
       Consulting   4,715     -     4,715     -     272,950  
       Consulting-stock based compensation   -     -     -     -     2,926,980  
       Financing fee – stock based compensation   -     -     -     -     26,388  
       Interest expense and bank charges   927     167     5,003     606     21,058  
       Management fees   15,000     19,500     54,000     58,500     1,079,154  
       Mineral property costs   22,766     45,250     153,275     89,321     11,347,644  
       Office and sundry   18,178     8,077     49,186     26,314     574,360  
       Professional fees   8,999     47,351     61,597     90,236     563,331  
       Travel and promotion   -     810     9,990     1,508     285,008  
                               
Loss Before Income Taxes   (70,681 )   (121,284 )   (338,053 )   (266,872 )   (17,103,455 )
                               
Deferred Income Tax Recovery   -     -     -     -     67,162  
                               
Net Loss $  (70,681 ) $  (121,284 ) $  (338,053 ) $  (266,872 ) $  (17,036,293 )
                               
                               
Loss Per Share, basic and diluted $  0.01   $  0.02   $  0.04   $  0.04      
                               
                               
Weighted Average Common Shares Outstanding   10,273,103     7,983,605     9,599,046     6,984,713      

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



ENTOURAGE MINING LTD.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS’ DEFICIT
(Unaudited – Prepared by Management)
(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 interim financial statements



ENTOURAGE MINING LTD.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS’ DEFICIT
(Unaudited – Prepared by Management)
(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 interim financial statements



ENTOURAGE MINING LTD.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS’ DEFICIT
(Unaudited – Prepared by Management)
(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 exercised @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
   

254,082
   

-
   

-
   

-
   

254,082
 
Warrants exercised @US$0.20 per
   share during the period
 
771,248
   
159,620
   
-
   
-
   
-
   
159,620
 
Subscriptions received   -     -     (26,375 )   -     -     (26,375 )
Loss for the period   -     -     -     -     (338,053 )   (338,053 )
Balance September 30, 2010   10,273,103     13,583,932     -     3,263,866     (17,036,293 )   (188,495 )

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



ENTOURAGE MINING LTD.
(An Exploration Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars)

                            June 16, 1995  
                            (Date of  
    THREE MONTHS ENDED     NINE MONTHS ENDED     Inception) to  
    SEPTEMBER 30     SEPTEMBER 30     September 30,  
    2010     2009     2010     2009     2010  
                               
Cash provided by (used in):                              
                               
Operating Activities:                              
       Net loss for the period $  (70,681 ) $  (121,284 ) $  (338,053 ) $  (266,872 ) $  (17,036,293 )
       Items not involving cash:                              
           Amortization   96     129     287     387     6,582  
           Stock based compensation   -     -     -     -     2,953,368  
           Mineral property option payment                              
               paid with stock   -     -     62,260     -     9,154,881  
           Shares issued for debt   -     -     -     -     23,306  
           Obligation to issue shares for                              
               mineral property acquisitions   -     -     (62,260 )   -     -  
           Deferred tax recovery   -     -     -     -     (67,162 )
       Changes in non-cash operating                              
               working capital items:                              
             Advances & prepaid expenses   (3,744 )   95,754     (3,451 )   (293 )   (4,828 )
             Sales tax recoverable   6,634     9,340     920     5,487     (8,369 )
             Accounts payable and accrued liabilities   14,528     58,236     (1,169 )   (15,504 )   133,099  
    (53,167 )   42,175     (341,466 )   (276,795 )   (4,845,416 )
                               
Investing Activities:                              
       CMKM settlement   -     (95,753 )   -     (95,753 )   (95,753 )
       Equipment   -     -     -     -     (7,845 )
    -     (95,753 )   -     (95,753 )   (103,598 )
                               
Financing Activities                              
       Loan payable   25,828     26,862     (1,034 )   26,862     25,828  
       Amounts payable to related parties   (20,600 )   15,794     (40,785 )   (344,988 )   353,279  
       Net proceeds on sale of common stock   -     7,182     413,702     690,239     4,576,161  
       Subscriptions received   -     -     (26,375 )   -     -  
    5,228     49,838     345,508     372,113     4,955,268  
                               
Net Change in Cash   (47,939 )   (3,740 )   4,042     (435 )   6,254  
                               
Cash, Beginning of Period   54,193     4,199     2,212     894     -  
                               
Cash, End of Period $  6,254   $  459   $  6,254   $  459   $  6,254  

    Supplemental disclosure with respect to cash flows (Note 8)

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



ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
(Unaudited – Prepared by Management)
(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. During the year ended December 31, 2009, the Company’s wholly owned inactive subsidiary, Entourage USA Inc., was allowed to lapse as the subsidiary’s charter was not renewed.

   

Exploration Stage Activities

   

The Company has not produced any revenues from its principal business or commenced significant operations and are 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 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 interim financial statements, the Company has incurred a net loss of $338,053 for the period ended September 30, 2010 and has accumulated a net loss of $17,036,293 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 interim 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 interim financial statements.




ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars)

2.

SIGNIFICANT ACCOUNTING POLICIES (continued)

     
b)

Basis of Presentation

     

The interim financial statements have been prepared by the Company in accordance with generally accepted accounting principles accepted in the United States. All financial summaries included are presented on a comparative and consistent basis showing the figures for the corresponding period in the preceding year. The preparation of financial data is based on accounting principles and practices consistent with those used in the preparation of annual consolidated financial statements. Certain information and footnote disclosure normally included in audited consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These interim period statements should be read together with the Company’s audited consolidated financial statements and the accompanying notes for the year ended December 31, 2009. In the opinion of the Company, its unaudited interim financial statements contain all adjustments necessary in order to present a fair statement of the results of the interim periods presented.

     
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. As at September 30, 2010 and December 31, 2009 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 assesses 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 interim 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 interim 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.




ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars)

2.

SIGNIFICANT ACCOUNTING POLICIES (continued)

     
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.

     
  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 period ended September 30, 2010 and the year ended December 31, 2009 the Company did not issue any flow-through shares.

     
  i)

Foreign Currency Translation

     
 

The functional currency of the Company is Canadian dollars and these interim 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.




ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars)

2.

SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign Exchange Risk

The Company is subject to foreign exchange risk for purchases denominated in foreign currencies. The Company operates 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.

Concentration of Operations

The Company’s operations are all related to the minerals and the 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)

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.

     
 

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.



ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars)

2.

SIGNIFICANT ACCOUNTING POLICIES (continued)

     
l)

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 non-forfeitable 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 has never issued any share-based awards that contain non-forfeitable 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.

     

As at September 30, 2010 and December 31, 2009, the Company had 10,273,103 and 7,738,693 shares of common stock issued and outstanding, respectively, 1,613,162 and 3,684,500 warrants outstanding, respectively and 720,000 and nil options outstanding, respectively.

     
m)

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.

     
n)

Recently adopted accounting policies

     

In 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 interim 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.




ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars)

3.

EQUIPMENT


           September 30, 2010    December 31, 2009
    Cost Accumulated Net Book   Accumulated Net Book
      depreciation Value Cost depreciation Value
    $ $ $ $ $ $
  Office furniture 2,812 2,107 705 2,812 1,982 830
  Computer equipment 5,033 4,476 557 5,033 4,314 719
    7,845 6,583 1,262 7,845 6,296 1,549

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 (incurred).

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 (issued) common shares of the Company in return for an extension of the Year 1 exploration expenditures requirement. The Company recorded $124,520 for the issuance of 300,000 shares at a deemed price of $0.42 (Cdn$0.40) per share.



ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars)

4.

MINERAL PROPERTY INTERESTS (continued)

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 proposed 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’s shareholders. The proposed Arrangement is subject to court, shareholder and regulatory approval.

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 for a 25% interest in Entourage’s First Milestone of the Pires Gold project. This interest is returnable at the option of Entourage whereby Entourage may repay the advances to Ansell within 12 months of the Ansell’s notification not to proceed with the arrangement. The repayment may be made by the issuance of up to 50% of the advance in common shares based on a maximum of 95% of the average 10 day trading price (prior to repayment) and the balance payable in cash. On July 14, 2010, the Company was notified by Ansell that it would not be proceeding with the “Plan of Arrangement” entered into on February 18, 2010.

  (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 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 Note 4bii); and

  d.

$75,000 (paid in 2008 by Abbastar – see Note 4bii) 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 Note 4bii).

The Company has earned 100% interest of the property 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.



ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars)

4.

MINERAL PROPERTY INTERESTS (continued)


  ii)

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 (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 September 30, 2010, Abbastar had earned a 35% interest in the Doran property but, has allowed the balance of their option to expire.


  (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 9).




ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars)

5.

LOAN PAYABLE

     

On September 16, 2010, an arms length party loaned the Company US$25,000 for a period of 90 days, at 12% per annum. 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 February 10, 2010.

     
6.

CAPITAL STOCK

     
a)

Issued Shares

     

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 period ended December 31, 2009, shareholders of the Company approved the change of its authorized share capital to unlimited; during the period ended September 30, 2010, the Company increased its authorized share capital to unlimited.

     

During the period ended September 30, 2010, the Company closed a private placement of 1,613,162 units (at a price of US$0.15 per unit) for proceeds of US$241,974. Each unit consisted of one common share and one share purchase warrant exercisable on or before February 18, 2011 at a price of US$0.25 per share.

     

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 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 period ended September 30, 2010, 771,248 shares were issued pursuant to the exercise of warrants at US$0.20 per share.

     

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 period ended September 30, 2010 the Company issued 150,000 shares to the optionor for the extension of the Pires property exploration expenditures requirement at a deemed price of US$0.395 per share.




ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars)

6.

CAPITAL STOCK (continued)

     
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:


            Weighted Average        
            Exercise Price     Weighted  
      Options     (U.S. $)     Average  
      Outstanding           Life  
  Balance, December 31, 2009   720,000     0.35     4.60  
  Balance, September 30, 2010   720,000     0.35     4.10  

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 September 30, 2010 and 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. A total expense of $228,510 was recorded as stock-based compensation, $213,422 was related to consulting and $15,088 was related to financing fee.

During the period ended September 30, 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 September 30, 2010:

      Remaining   Number of  
  Range of   Contractual Weighted Options Weighted
  Exercise Options Life Average Currently Average Exercise
  Prices Outstanding (in years) Exercise Price Exercisable Price
  U.S. $0.35 720,000 3.9 U.S. $0.35 720,000 U.S. $0.35



ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars)

6.

CAPITAL STOCK (continued)

     
c)

Warrants

     

On February 18, 2010, pursuant to a private placement, 1,613,162 warrants at an exercise price of US$0.25 per share were issued. Each warrant is exchangeable for one common share and expires on February 18, 2011.

     

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 was exchangeable for one common share to expire on June 12, 2010. During the period ended September 30, 2010, a total of 771,248 were exercised at US$0.20 and the balance expired unexercised.


            Weighted        
            Average     Weighted  
      Warrants     Exercise Price     Average  
      Outstanding     ($ U.S.)     Life  
  Balance December 31, 2009   3,684,500     U.S. $0.20     0.45  
  Exercised during the period   (771,248 )   U.S. $0.20     -  
  Expired during the period   (2,913,252 )   U.S. $0.20     -  
  Issued during the period   1,613,162     U.S. $0.25     0.39  
  Balance September 30, 2010   1,613,162     U.S. $0.25     0.39  

  d)

Obligation to issue shares

       
 

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

  i.

Subscription proceeds of $26,375 for private placement completed during the period ended September 30, 2010.

  ii.

150,000 common shares issued during the period ended September 30, 2010 related to amendment to property option agreement (Note 4).

7.             RELATED PARTY TRANSACTIONS

Amounts payable to related parties at September 30, 2010, of $50,281 (December 31, 2009 - $91,066) is to directors, former directors, officer and a company controlled by an officer.

During the period ended September 30, 2010, the Company incurred $54,000 (2009 – $58,500) for management fees to directors and a company controlled by an officer of the Company.

During the period ended September 30, 2010, the Company received $25,000 from a company with directors, a former director and an officer in common. The loan accrued interest at 12% and is payable on demand. During the period ended September 30, 2010, the Company repaid the principle and interest of $1,422 (2009 – Nil).

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 THE INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars)

8.

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


      Period ended September 30,     Year ended December 31,  
      2010     2009  
  Cash paid during the year for:    
                     Interest   3,284     -  
                     Income taxes   -     -  

During the period ended September 30, 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 deemed 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 directors’ compensation.


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.

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:


            September 30, 2010     December 31,2009  
            Carrying     Fair     Carrying     Fair  
      Level     value     value     value     value  
  Cash   Level 1   $  6,254   $  6,254   $  2,122   $  2,122  
  Accounts payable and accrued liabilities   Level 2   $  133,099   $  133,099   $  134,268   $  134,268  
  Loan payable   Level 2   $  25,828   $  25,828   $  26,862   $  26,862  
  Due to related parties   Level 2   $  50,281   $  50,281   $  91,066   $  91,066  

The carrying amount approximates fair value because of the short maturity of the instruments.


EX-99.2 3 exhibit99-2.htm MANAGEMENT DISCUSSION AND ANALYSIS FOR THE PERIOD ENDED SEPTEMBER 30, 2010 Entourage Mining Ltd.: Exhibit 99.2 - Filed by newsfilecorp.com

ENTOURAGE MINING LTD.
(An Exploration Stage Company)

MANAGEMENT DISCUSSION AND ANALYSIS

For The Three and Nine Month Periods Ending September 30, 2010

This Management Discussion and Analysis of Entourage Mining Ltd. (the “Company”) provides analysis of the Company’s financial results for the three and nine month periods ending September 30, 2010. The following information should be read in conjunction with the accompanying unaudited interim financial statements and notes.


1.1      Date of Report

The following Management Discussion and Analysis (“MD&A”) for Entourage Mining Ltd. (“Entourage”, the “Company” or “We”) is prepared as of November 25, 2010 and should be read in conjunction with the interim financial statements and related notes for the three and nine months ended September 30, 2010 and the audited consolidated financials statements and related notes for the year ended December 31, 2009. Except as noted, all dollar amounts contained in this discussion and analysis and in the financial statements are in Canadian dollars.

Forward-Looking Statements

This MD&A contains certain statements that may be deemed “forward-looking statements”. All statements in this MD&A, other than statements of historical fact, that address exploration drilling, exploitation activities and events or developments that the Company expects to occur, are forward looking statements. Forward looking statements are statements that are not historical facts and are 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 statements, as it constitutes a prediction of what might be found to be present when and if a project is actually developed. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements 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 statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. The Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

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

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 2009 and the subsidiary 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 has a mineral property option agreement to acquire:

  • An unencumbered 100% interest in the Pires Gold Project located in Goias State, Central Brazil;

and has acquired:

  • 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 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 period ended September 30, 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.

Mineral Projects

The Pires Gold Project (Brazil)

Pires Property Description

The Company is exploring for Sediment Hosted Vein gold deposits on 8 mineral licenses covering approximately 12,000 hectares in southern Goiás State, Brazil. The Pires Gold Project (“Pires”) originally consisted of 5 mineral licenses covering more than 8,500 hectares (21,000 acres) located 2.5 hours drive on a paved highway that crosses the licenses from Brasilia (the capital of Brazil) 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 claim blocks surrounding the original land package. 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.

Pires Property Agreements

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.


Terms of the Pires Option agreement are as follows:

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)

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

  (iii)

Entourage agrees to pay an additional $10,000 USD (paid) upon approval of the (National Production of Mineral Development) 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)

incur 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)

incur 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.

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’s shareholders.

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 for a 25% interest in Entourage’s First Milestone of the Pires Gold project. This interest is returnable at the option of Entourage whereby Entourage must repay the advances to Ansell within 12 months of the notification not to proceed with the arrangement by the issuance of up to 50% of the advance in common shares based on the average 10 day trading price and the balance payable in cash. On July 14, 2010, the Company was notified by Ansell that it would not be proceeding with the “Plan of Arrangement” entered into on February 18, 2010.

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 was completed in early summer of 2010 which included drilling of 550 metres. Phase 2 requires further exploration work estimated at CDN$580,000. The largest recommended expenditure for Phase 2 is drilling to test an assumed 3 or 4 target areas. Please refer to the National Instrument 43-101 compliant report on the Pires property filed on SEDAR and EDGAR on February 17, 2010.

Future Exploration and Development

The Company is seeking financing for Phase 2 exploration on the Pires Gold Project.

The Doran Uranium Prospect (Quebec)

Doran Uranium Property Description

The Doran Uranium property consists of 47-contiguous mineral claims (polygons) covering approximately 2,473 hectares in the Baie Johan Beetz area of Costebelle Township, Quebec. The claim block is centered at GPS 548009 E and 5572265 N.

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.


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).

Subsequent to entering into the property agreement, 3 additional claims blocks have been added to the project The Company has earned 100% interest of the property 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 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 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 September 30, 2010, 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.


Claim Status

All claims of the Doran Uranium Project are in good standing; furthermore, the Corporation has $1,335,273 in excess work credits (Dépenses Acceptées) that will be applied in increments of $1,200 per claim as the claims approach renewal; this will enable the Corporation to keep the claims in good standing to 2013 and beyond.

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 (U3 O8).

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.

On May 11, 2007, the 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 meters of diamond drilling and 1,158 samples were analyzed representing 2,469 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.

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 & 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.

Former 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 of 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 Fall 2007 drill campaign achieved similar results to the 2006 campaign and all 15 drill holes encountered uranium mineralization.

In total, over 6,000 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.

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 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 February 19, 2009 located on our website at www.entouragemining.com.

Future Exploration and Development

Due to a recent increase in uranium spot prices, the Company is seeking financing to resume exploration on the Doran Uranium Project. Since the Company has fulfilled the terms of the original sub-agreement with the vendor, there is no further required work commitment.

1.3      Selected Annual Information

N/A


1.4      Results of Operations for the Nine Month Period ended September 30, 2010

The Company’s loss (as well as operating expenses) for the nine month period ended September 30, 2010 (“Q3-2010”) totaled $338,053 or $0.04 per share compared to $266,872 or $0.04 per share for the nine month period ended September 30, 2009 (“Q3-2009”). The losses during interim Q3-2010 were higher mainly due to:

  • Mineral property costs increased from $89,321 for Q3-2009 to $153,275 for Q3-2010. This increase was due to exploration expenditures on the Pires Gold Project in Brazil completed during the period.
  • Office and sundry increased from $26,314 for Q3-2009 to $49,186 for Q3-2010 due to the increase in corporate activity the Company incurred during the period which includes mineral property exploration and the Ansell Letter of Intent.
  • Professional fees decreased from $90,236 for Q3-2009 to $61,597 for Q3-2010. This decrease was due to the legal expenses incurred for the acquisition of the Pires Gold Project in June 2009 and the Ansell Letter of Intent.

Results of Operations for the Three Month Period ended September 30, 2010

The Company’s loss (as well as operating expenses) for the three month period ended September 30, 2010 (“Interim 2010”) totaled $70,681 or $0.01 per share compared to $121,284 or $0.01 per share for the three month period ended September 30, 2009 (“Interim 2009”). The losses during Interim 2010 were lower mainly due to:

  • Mineral property costs decreased from $45,250 for Interim 2009 to $22,766 for Interim 2010. This decrease was due to the reduction of exploration expenditures on the Pires Gold Project in Brazil completed during the quarter.
  • Professional fees decreased from $47,351 for Interim 2009 to $8,999 for Interim 2010. This decrease was to the legal expenses incurred for the acquisition of the Pires Gold Project in June 2009.

Overall, the Company’s operating expenses increased as compared to the prior period due to the mineral exploration activity that occurred during the three and nine month periods ended September 30, 2010. 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 financial statements.

1.5      Summary of Quarterly Results

In Canadian dollars

  2010 2010 2010 2009 2009 2009 2009 2008
  Q3 Q2 Q1 Q4 Q3 Q2 Q1 Q4
Net sales $Nil $Nil $Nil $Nil $Nil $Nil $Nil $Nil
Loss $70,681 $130,316 $137,056 $460,811 $121,284 $99,882 $45,706 $30,055
Loss per share $0.01 $0.03 $0.02 $0.07 $0.02 $0.01 $0.01 $0.00
Net loss $70,681 $130,316 $137,056 $460,811 $121,284 $99,882 45,706 $30,055
Net loss per share $0.01 $0.01 $0.02 $0.07 $0.02 $0.01 $0.01 $0.00

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 completed a reverse 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 September 30, 2010, the Company had $6,254 in cash compared to $2,212 on December 31, 2009. On September 30, 2010 the Company had a working capital deficiency of $189,757 compared to a working capital deficiency of $239,318 on December 31, 2009.

During the period ended September 30, 2010, the Company closed a private placement of 1,613,162 units (at a price of US$0.15 per unit) for proceeds of US$241,974. Each unit consisted of one common share and one share purchase warrant exercisable on or before February 18, 2011 at a price of US$0.25 per share. During the period ended September 30, 2010, 771,248 shares were issued pursuant to the exercise of warrants at US$0.20 per share.

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 will need to raise funds to finance its ongoing general and administrative costs and for the exploration work on its 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 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 must raise sufficient capital to fulfill its obligation on the Pires project. 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 at September 30, 2010 of $50,281 (December 31, 2009 - $91,066) is to directors, former directors, officer and a company controlled by an officer.

During the period ended September 30, 2010, the Company incurred $54,000 (2009 – $58,500) for management fees to directors and a company controlled by an officer of the Company.

During the period ended September 30, 2010, the Company received $25,000 from a company with directors and an officer in common. The loan accrued interest at 12% and is payable on demand. During the period ended September 30, 2010, the Company repaid the principle and interest of $1,422 (2009 – Nil).


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.

1.10      Third Quarter

Third 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

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 payable and accrued liabilities 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

Disclosure of Outstanding Share Capital

    Number           Contributed  
    of Shares     Amount     Surplus  
                   
Authorized                  
     Unlimited common shares, without par value                  
                   
Issued                  
     Balance, December 31, 2009   7,738,693   $  13,107,970   $  3,263,866  
             Issued for private placement   1,613,162     254,082     -  
             Issued for mineral properties   150,000     62,260     -  
             Warrants exercised   771,248     159,620     -  
                   
Balance, September 30, 2010 and November 25, 2010 10,273,103 $ 13,583,932 $ 3,263,866

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 period ended December 31, 2009, shareholders of the Company approved the change of its authorized share capital to unlimited; during the period ended September 30, 2010, the Company increased its authorized share capital to unlimited.

During the period ended September 30, 2010, the Company closed a private placement of 1,613,162 units (at a price of US$0.15 per unit) for proceeds of $254,082. Each unit consisted of one common share and one share purchase warrant exercisable on or before February 18, 2011 at a price of US$0.25 per share.

During the period ended September 30, 2010 the Company issued 150,000 shares to the optionor of the Pires property at a deemed price of US$0.395 per share.

During the period ended September 30, 2010, 771,248 shares were issued pursuant to the exercise of warrants at US$0.20 per share for proceeds of $159,620.

Warrants

          Weighted        
          Average     Weighted  
    Warrants     Exercise Price     Average  
    Outstanding     ($ U.S.)     Life  
Balance December 31, 2009   3,684,500     U.S. $0.20     0.45  
Exercised during the period   (771,248 )   U.S. $0.20     -  
Expired during the period   (2,913,252 )   U.S. $0.20     -  
Issued during the period   1,613,162     U.S. $0.25     0.64  
Balance September 30, 2010 and November 25, 2010   1,613,162     U.S. $0.25     0.64  


On February 18, 2010, pursuant to a private placement, 1,613,162 warrants at an exercise price of US$0.25 per share were issued. Each warrant is exchangeable for one common share and expires on February 18, 2011.

Stock Options

Activity under the Stock Option Plan is summarized as follows:

          Weighted Average        
          Exercise Price     Weighted  
    Options     (U.S. $)     Average  
    Outstanding           Life  
Balance, December 31, 2009   720,000     0.35     4.60  
Balance September 30, 2010 and November 25, 2010   720,000     0.35     4.10  

During the period ended September 30, 2010 and November 25, 2010, no stock options were granted, repriced or exercised.

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.

Gregory F. Kennedy”

Gregory F. Kennedy
President and Director
November 25, 2010


EX-99.3 4 exhibit99-3.htm CEO - CERTIFICATION Entourage Mining Ltd.: Exhibit 99.3 - Filed by newsfilecorp.com

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

I, Gregory Kennedy, Chief Executive Officer, 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

   

September 30, 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 of and for the periods presented in the interim filings.

Date: November 25, 2010

     ”Gregory Kennedy”  
Gregory 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 CFO - CERTIFICATION Entourage Mining Ltd.: Exhibit 99.4 - Filed by newsfilecorp.com

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 statements and interim MD&A (together, the “interim filings”) of Entourage Mining Ltd. (the “issuer”) for the interim period ended

   

September 30, 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 of and for the periods presented in the interim filings.

Date: November 25, 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-----